Brad W. Buss

About Brad W. Buss

Independent director of Marvell Technology since July 2018; age 61. Former CFO of SolarCity (Aug 2014–Feb 2016) and EVP Finance & Administration/CFO of Cypress Semiconductor (Aug 2005–Jun 2014). Holds a B.A. in economics (McMaster University) and an Honors Business Administration degree in finance and accounting (University of Windsor). Currently designated Lead Independent Director effective as of the 2025 Annual Meeting, underscoring independent oversight of a combined Chair/CEO structure .

Past Roles

External Roles

Board Governance

• Committee assignments (FY25): Audit Committee (Member); Nominating & Governance Committee (Chair). Not on Executive Compensation Committee (ECC) .
• Audit Committee financial expert: Board determined Mr. Buss qualifies as an “Audit Committee financial expert” under Nasdaq/SEC rules .
• Attendance: Board met 6 times; committees met Audit (9), ECC (6), N&G (5). All directors attended ≥75% of Board and committee meetings; average attendance ~98% (Buss not individually broken out) .
• Independence: Listed and nominated as Independent Director for 2025; Board determined Audit and ECC members meet Nasdaq/SEC independence standards .
• Lead Independent Director: Designated as Lead Independent Director effective as of the Annual Meeting (June 2025), succeeding the retiring lead independent director .
• Section 16 compliance: Company believes all officers and directors filed required ownership reports timely in fiscal 2025 .
• Related-party oversight: Audit Committee reviews/approves related-person transactions under a written policy; no Buss-specific related-party transactions disclosed in the proxy .

Fixed Compensation

• Cash program (FY25, with Q4 increases): Annual retainer $100,000; Lead Independent Director fee $50,000; Audit Chair $35,000; Audit Member $15,000; ECC Chair $27,500; ECC Member $10,000; N&G Chair $20,000; N&G Member $9,000. Chair/member fee increases took effect in Q4 FY25 .
• Equity program: Annual RSU award to nonemployee directors with grant-date fair value $235,000, increasing to $250,000 in June 2025; vests 100% on the earlier of one year or next Annual Meeting .

Performance Compensation

• Structure: Director equity is time-based RSUs with annual vesting; no disclosed performance conditions or metrics for director equity awards .
• Outstanding RSUs: 3,289 units; vesting date June 13, 2025 (subject to continued service) .

Other Directorships & Interlocks

• Current boards: AECOM; QuantumScape. Prior boards include Tesla Motors, Advance Auto Parts, TuSimple, CaféPress, and Cavium. No direct MRVL-disclosed related-party transactions or interlocks involving Buss were disclosed in the 2025 proxy .

Expertise & Qualifications

• Skills matrix: Buss is marked for C-level experience; governance/legal; auditing/accounting; technology/risk management/cybersecurity; public company board; global expertise; industry knowledge .
• Financial expertise: Audit Committee financial expert designation strengthens oversight of financial reporting, internal controls, and auditor independence .
• Education and sector breadth: Economics and business degrees; multi-sector finance leadership spanning semiconductors, networking, and electronics distribution .

Equity Ownership

• RSUs outstanding: 3,289 units (settlement for some directors may be deferred; Buss’s shown as outstanding to June 13, 2025) .
• Director ownership guidelines: 5x basic annual cash retainer; directors must hold at least 50% of net after-tax shares until compliant. All directors met guidelines at FY25 year-end or remained within compliance period .

Governance Assessment

• Strengths
  • Independent director with deep finance background and audit financial expert status; chairs N&G Committee and serves on Audit, indicating strong governance and risk oversight coverage .
  • Lead Independent Director role enhances independent counterbalance to combined Chair/CEO structure and supports investor confidence in oversight .
  • Robust director ownership guidelines and disclosed compliance support alignment; time-based RSU cadence standard for peers .
• Watch items
  • Say-on-pay support in 2024 was ~52%, signaling investor concern with executive compensation; board committees (ECC, N&G) note engagement and program changes—future outcomes merit monitoring (even though Buss is not on ECC) .
  • Cash fee increases in Q4 FY25 (committee chairs/members) should be contextualized versus peer medians to avoid pay inflation optics .
• RED FLAGS
  • No specific red flags disclosed for Buss: no related-party transactions, pledging/hedging, or delinquent filings reported in FY25 .
  • Director RSUs are not performance-conditioned; while common for directors, investors should rely on equity holding guidelines and leadership roles for alignment .

Overall, Buss’s combination of audit financial expertise, N&G chairmanship, and elevation to Lead Independent Director positions him as a key steward of governance at MRVL. Continued oversight of investor feedback on executive pay and maintenance of independent risk controls will be central to sustaining investor confidence .