Justin Scarpulla
Marvell TechnologyAbout Justin Scarpulla
Justin Scarpulla, age 52, was appointed Senior Vice President and Chief Accounting Officer (CAO) of Marvell Technology, Inc., effective July 21, 2025. He is a Certified Public Accountant with a B.A. in Accounting and Finance from California State University Fullerton, and previously served as CFO, Principal Financial Officer, Principal Accounting Officer and Secretary of Identiv, Inc., Director of Finance at SpaceX, CAO/Corporate Controller at MaxLinear, and held finance roles at Broadcom and Ernst & Young. Company performance context: relative TSR vs the S&P 500 was 44.1 in FY2025 , and Marvell reported $5.77B revenue in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| Identiv, Inc. | CFO, PFO, PAO, Secretary | Dec 2021 – Jun 2025 | Public company principal finance and accounting officer responsibilities |
| Space Exploration Technologies Corp. | Director of Finance | May 2017 – Dec 2021 | Corporate finance leadership |
| MaxLinear | Chief Accounting Officer; Corporate Controller | Sep 2011 – Nov 2014 | Public company accounting leadership |
| Broadcom Corporation | Finance and accounting roles | Oct 1999 – Aug 2011 | Semiconductors finance roles |
| Ernst & Young LLP | Early career | Not disclosed | Public accounting CPA foundation |
External Roles
No public company directorships or external board roles disclosed for Scarpulla in Marvell’s filings reviewed .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $400,000 | Per appointment 8-K |
| Target Bonus % (AIP) | 53% of base salary | Eligible under Company AIP |
| Initial RSU Grant | $950,000 | Number of shares determined by grant value; vests per schedule below |
Initial RSU Vesting Schedule
| Grant | Vesting Mechanics | Dates/Structure |
|---|---|---|
| $950,000 RSU grant | 25% after 1 year; remaining 75% in equal quarterly installments over next 3 years | One-year cliff then quarterly vesting, subject to continued service |
Implications: the one-year cliff vest concentrates 25% of award into a single vest date, then creates regular quarterly vest events for the remaining shares, which can be relevant for modeling supply overhang and potential selling pressure windows; Marvell’s anti-hedging/anti-pledging policies apply (see Equity Ownership & Alignment) .
Performance Compensation
Marvell’s Annual Incentive Plan (AIP) for executive officers is based on corporate financial metrics, and for certain executives, limited individual goals. Although Scarpulla’s FY2026 AIP specifics are not yet disclosed, the Company’s framework is:
| Metric | Weighting | Targeting Framework | FY2025 Actual Company Achievement | Payout Mechanics |
|---|---|---|---|---|
| Revenue | 45% | Semi-annual targets; straight-line interpolation from threshold to max | First half: $2,434M score 136%; Second half: $3,334M score 200% | Aggregate corporate funding factor 131.2% of target (average of H1/H2) |
| Non-GAAP Gross Margin % | 25% | Semi-annual targets; non-GAAP excludes SBC, amortization, etc. | First half: 62.1% score 41%; Second half: 60.2% score 0% | See corporate factor above |
| Non-GAAP Operating Income Margin % | 30% | Semi-annual targets; straight-line interpolation | First half: 24.7% score 144%; Second half: 31.8% score 192% | See corporate factor above |
- For CEO and CFO, AIP payout is 100% based on Company goals; other NEOs include 20% individual goals capped by Company goal achievement .
Long-term incentives: performance-based RSUs use three-year relative TSR versus the S&P 500 with an EPS CAGR multiplier (up to 150%), capped at 250% of target, with three-year vesting at certification; time-based RSUs vest quarterly over three years .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CEO: 6x salary; Other executive officers: 3x salary; 5-year compliance window from designation; 50% netshares hold until guideline met |
| Anti-Hedging/Anti-Pledging | Prohibits hedging, short sales, derivative transactions, pledging or margin accounts for directors/officers; trading windows and preclearance apply |
| Clawback | Amended in FY2024 to comply with Nasdaq Rule 5608 and Exchange Act Rule 10D-1; recoupment of incentive compensation (including performance equity and stock price/TSR-based measures) upon restatement, lookback up to 3 fiscal years |
| Golden Parachute Tax Gross-Ups | None; company does not provide excise tax gross-ups |
| Perquisites | Company does not provide material perquisites to executive officers |
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | July 21, 2025 (appointed SVP, Chief Accounting Officer) |
| AIP Eligibility | Target bonus 53% of base salary |
| Equity | Initial RSU grant $950,000 with one-year cliff then quarterly vesting |
| CIC Severance Plan | Designated “Tier 3” participant under Marvell’s double-trigger CIC Plan |
| CIC Plan Mechanics (company-wide) | Benefits triggered upon involuntary termination or resignation for Good Reason during protection window; includes cash severance, multiple of target bonus, pro-rated bonus, 100% acceleration of outstanding unvested equity (performance awards subject to adjustment), and health benefit reimbursements; tier levels define multiples |
| Related Party; Family Relationships | None; no related party transactions or family relationships disclosed |
Note: The proxy discloses Tier 1 and Tier 2 multiples for NEOs; specific Tier 3 multiples are not detailed in the proxy and are governed by the CIC Plan (see plan exhibit referenced in the proxy) .
Performance & Track Record
- Deep public-company finance and controllership background (Identiv CFO/PFO/PAO; MaxLinear CAO/Controller; Broadcom finance), plus SpaceX finance leadership; CPA credential .
- Company context: FY2025 relative TSR vs S&P 500 was 44.1; AIP corporate achievement averaged 131.2% of target, reflecting strong operating margin attainment against targets .
- Company pay program emphasizes performance-based incentives and long-term equity aligned to shareholder outcomes (relative TSR and EPS CAGR) .
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD) | $5,919.6M* | $5,507.7M* | $5,767.3M* |
| EBITDA ($USD) | $1,790.6M* | $961.1M* | $1,348.4M* |
Values retrieved from S&P Global.
Relative TSR vs S&P 500 (FY2025): 44.1 .
Marvell reported $5.77B revenue in FY2025 in proxy letter .
Compensation Peer Group (Benchmarking and target setting)
Peer group used for executive compensation comparisons includes: AMD, Analog Devices, Broadcom, Cadence, Keysight, KLA, Lam Research, Microchip, Micron, NetApp, ON Semiconductor, Palo Alto Networks, Qorvo, QUALCOMM, Seagate, Skyworks, Synopsys, Teradyne, Texas Instruments, Western Digital. Company positioning at approval (Sep 2023): ~27th percentile L4Q revenue, ~53rd percentile 1-year revenue growth, ~44th percentile market cap .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay support ~52% prompted enhanced engagement; outreach to holders of ~55% of stock, meetings representing ~45%; changes included avoiding one-time equity grants, added disclosure on succession and TSR rationale, and more detail on individual goals .
Risk Controls and Red Flags Check
- Hedging/pledging prohibited; margin accounts/pledging disallowed .
- Clawback policy extended to TSR/stock price and non-GAAP measures; up to 3-year lookback .
- No excise tax gross-ups .
- Equity grant practices governed by policy; annual cycle and open-window practices; performance awards structure documented .
Investment Implications
- Alignment: Scarpulla’s pay mix (AIP participation and RSUs) and subject-matter leadership (CAO) align with Marvell’s performance-oriented framework (relative TSR + EPS CAGR) and ownership/anti-hedging policies, supporting pay-for-performance integrity .
- Retention and selling cadence: One-year cliff then quarterly vesting on the $950K RSU suggests concentrated vest events; monitor Form 4s around vest dates for potential selling pressure; the company’s policies reduce leverage/pledge-related forced selling risk .
- CIC risk economics: Tier 3 status under a double-trigger plan reduces transaction-related distraction and aligns focus; specific Tier 3 multiples are plan-defined (not detailed in proxy), but structure includes cash, equity acceleration, and health benefits; no tax gross-ups .
- Execution risk: As newly appointed CAO, near-term focus is on control environment and reporting quality amid rapid AI-driven growth; corporate AIP results highlight operating discipline (operating margin attainment) even as gross margin mixed, suggesting robust finance oversight is pivotal .