Daniel Durn
Marvell TechnologyAbout Daniel Durn
Daniel Durn (age 58) is an independent director of Marvell Technology (MRVL) since April 2024. He is Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations at Adobe Inc.; previously CFO at Applied Materials, NXP (post‑Freescale merger), Freescale, and GlobalFoundries, with prior roles in M&A at Mubadala Technology Fund and Goldman Sachs. He holds an MBA in Finance from Columbia Business School and a B.S. in Control Systems Engineering from the U.S. Naval Academy, where he served six years, reaching lieutenant. The Board has affirmatively determined Durn is independent under Nasdaq/SEC standards, despite ordinary‑course purchases from Adobe being <1% of revenue for both companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Materials, Inc. | SVP & CFO | Aug 2017 – Oct 2021 | Led finance at top semiconductor equipment firm |
| NXP Semiconductors N.V. | EVP & CFO | Dec 2015 – Aug 2017 | CFO after NXP–Freescale merger |
| Freescale Semiconductor Inc. | SVP & CFO | Pre‑merger | Finance leadership prior to NXP merger |
| GlobalFoundries Inc. | CFO & EVP Finance/Admin | Prior to Freescale | Multinational semiconductor ops/finance |
| Mubadala Technology Fund | Managing Director, Head of M&A & Strategy | Prior | Private equity technology M&A leader |
| Goldman Sachs & Co. | Vice President, M&A (Tech practice) | Prior | Investment banking deal execution |
External Roles
| Organization | Role | Status |
|---|---|---|
| Adobe Inc. | CFO & EVP, Finance, Technology Services and Operations | Current |
Independence and related‑party review: MRVL purchases from Adobe were made in the ordinary course, on commercially reasonable terms, and were <1% of revenue for both MRVL and Adobe; the Board determined no conflict with Nasdaq independence standards and affirmed Durn’s independence .
Board Governance
- Committees: Audit Committee member; MRVL’s Audit Committee met 9 times in FY25 . The Board determined Durn is an “Audit Committee financial expert” under SEC rules .
- Attendance: The Board met 6 times in FY25; each current director attended ≥75% of Board and committee meetings, with an average ~98% attendance .
- Independence: All current non‑employee directors, including Durn, are independent .
- Director stock ownership guidelines: 5× annual cash retainer; directors have 5 years to comply; all directors met or are within their compliance period as of FY25 year‑end .
Fixed Compensation
| Component | FY25 Program Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $100,000 | Paid quarterly; prorated as appropriate |
| Audit Committee member fee | $15,000 | Chair $35,000; fee increase effective Q4 FY25 |
| Equity grant (annual RSU) | $235,000 (moving to $250,000 in June 2025) | Valued on 30‑day avg price; vests 100% on earlier of one‑year anniversary or next annual meeting; prorated for mid‑year joins |
Director Compensation — FY25 (actual):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Daniel Durn | 87,048 | 273,725 | 360,773 |
Outstanding Director RSUs (as of Feb 1, 2025):
| Director | RSUs Outstanding (#) | Vesting Date |
|---|---|---|
| Daniel Durn | 3,289 | June 13, 2025 |
Performance Compensation
| Program | Metric | Weighting | Measurement | Payout Mechanics |
|---|---|---|---|---|
| Non‑employee director equity | Time‑based RSUs | 100% | Annual grant; vests 100% at next annual meeting or 1‑year anniversary | No performance metrics; purely time‑based |
MRVL does not use performance‑based metrics for non‑employee director compensation; RSUs are time‑based with standardized grant values .
Other Directorships & Interlocks
| Company | Relationship | Transaction Detail | Independence Determination |
|---|---|---|---|
| Adobe Inc. | Durn is CFO; Adobe provides services to MRVL | Purchases <1% of MRVL and Adobe revenue; ordinary course, commercially reasonable terms | Board determined no conflict; Durn is independent |
Expertise & Qualifications
- Finance and accounting leadership across major semiconductor and technology companies; Audit Committee financial expert designation .
- M&A execution and strategy in private equity and investment banking .
- Education: MBA (Columbia), B.S. (U.S. Naval Academy); leadership experience from six years of military service .
Equity Ownership
Security ownership (as of Feb 1, 2025):
| Holder | Shares Beneficially Owned (#) | Ownership % |
|---|---|---|
| Daniel Durn | 1,923 | <1% |
Ownership policy and alignment:
- Stock ownership guidelines: 5× cash retainer; directors must hold 50% of net after‑tax shares from RSU vesting until compliant; all directors met or are within compliance period .
- Hedging/pledging: Prohibited for directors and officers (no margin accounts, pledging, hedging, monetization, short sales, or publicly traded options) .
Post‑FY25 events (Form 4 records):
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post‑Txn Owned | Source |
|---|---|---|---|---|---|---|---|
| 2024‑06‑24 | 2024‑06‑24 | Open market purchase (P) | Common | 1,425 | 70.21 | 1,923 | |
| 2024‑06‑20 | 2024‑06‑20 | RSU award (A) | RSUs | 3,289 | 0 | 3,289 RSUs | |
| 2024‑06‑20 | 2024‑06‑20 | RSU conversion (M‑Exempt) | Common | 498 | 0 | 498 | |
| 2025‑06‑13 | 2025‑06‑13 | RSU conversion (M‑Exempt) | Common | 3,289 | 0 | 5,212 | |
| 2025‑06‑13 | 2025‑06‑13 | RSU award (A) | RSUs | 3,940 | 0 | 3,940 RSUs | |
| 2024‑04‑29 | 2024‑04‑25 | Initial filing | Form 3 | — | — | — |
Governance Assessment
- Strengths:
- Independence affirmed despite Adobe relationship; transactions immaterial (<1% revenue) and ordinary‑course; Board explicitly evaluated and confirmed compliance with Nasdaq standards .
- Audit Committee member and designated Audit Committee financial expert; strengthens oversight of financial reporting, internal controls, and related‑party reviews .
- Attendance meets thresholds with strong Board meeting cadence; Audit met 9 times, Board met 6; directors averaged ~98% attendance in FY25 .
- Ownership alignment supported by RSU awards and an open‑market purchase (1,425 shares at $70.21), plus strict anti‑hedging/pledging policy and 5× retainer ownership guideline ; insider purchases often indicate confidence and alignment .
- Potential risks/RED FLAGS:
- Related‑party exposure via Adobe vendor relationship; currently immaterial and reviewed, but merits ongoing monitoring for scope/terms changes .
- Director equity is time‑based (no performance metrics), which is standard but offers less performance‑linkage than PSUs; however, retention and alignment are addressed via grant sizing and ownership guidelines .
- Additional signals: No delinquent Section 16 filings in FY25 for officers/directors; company reports compliance . Director compensation reviewed against peer group and adjusted (committee chair/member fees increased) with external consultant input; N&G reviews director pay; ECC/Compensia independence and conflict review disclosed .
Overall: Durn brings seasoned finance/M&A expertise and audit oversight credibility. Independence was explicitly vetted despite Adobe ties, attendance is strong, and insider buying and guideline‑based ownership support alignment. The Adobe relationship should be tracked for any escalation in volume or preferential terms; current disclosures indicate low conflict risk .