Mark Casper
Marvell TechnologyAbout Mark Casper
Mark Casper is Executive Vice President, Chief Legal Officer and Secretary of Marvell Technology (MRVL), serving as CLO since April 2023; he joined Marvell in October 2021 as SVP & General Counsel. He is 57 and holds a JD and MBA from Santa Clara University, plus a B.S. from Santa Clara University . Company performance context during his tenure includes fiscal 2025 revenue of $5.77B and operating cash flow of $1.68B, with data center revenue rising to 75% of total and ~50% of that data center revenue tied to AI; company relative TSR vs S&P 500 measured at 44.1 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marvell Technology | EVP & Chief Legal Officer; Secretary | Apr 2023–present | Global leadership of Legal & Compliance; board/governance responsibilities |
| Marvell Technology | SVP & General Counsel | Oct 2021–Apr 2023 | Built legal function post-transformation; supported AI/datacenter strategic repositioning |
| Maxim Integrated Products | General Counsel, VP & Corporate Secretary | Jul 2019–Oct 2021 | Led legal plus Corporate Real Estate, Security, Global Trade, Equity Admin, Ethics; supported operations ahead of industry consolidation |
| Maxim Integrated Products | VP, Deputy General Counsel | Sep 2013–May 2019 | Drove corporate legal execution across financing/M&A/securities |
| Wilson Sonsini; Ropers Majeski; Steefel Levitt & Weiss | Attorney | Pre-2013 | Advised tech companies on corporate, venture, M&A, securities, litigation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
Multi-year cash compensation for Mark Casper (named executive officer):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 492,692 | 524,808 |
| Target Bonus (% of salary) | 90% | 90% |
| Target Bonus ($) | 450,000 | 477,000 |
| Actual AIP Payout ($) | 450,000 | 688,406 |
| All Other Compensation ($) | 5,780 | 7,230 (includes $5,000 401(k) match; $780 life insurance; supplemental health plan participation) |
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes (FY2025)
Corporate metrics and weightings: Revenue (45%), Non-GAAP Gross Margin (25%), Non-GAAP Operating Income Margin (30%). Executives other than CEO/CFO include 20% individual goals; CEO/CFO are 100% corporate .
| Metric | Weight | H1 FY25 Target | H1 FY25 Actual | H1 Score | H2 FY25 Target | H2 FY25 Actual | H2 Score |
|---|---|---|---|---|---|---|---|
| Revenue ($000s) | 45% | 2,350 | 2,434 | 136% | 3,000 | 3,334 | 200% |
| Non-GAAP Gross Margin (%) | 25% | 62.5% | 62.1% | 41% | 61.2% | 60.2% | 0% |
| Non-GAAP Op Income Margin (%) | 30% | 23.6% | 24.7% | 144% | 29.6% | 31.8% | 192% |
Corporate achievement averaged 131.2% for the year . Mark’s individual performance factor was 150%, aligned to goals covering legal analytics, automation/GenAI, CLM tooling, regulatory readiness, and policy/process enhancements .
| Executive | Target AIP ($) | Corporate Factor | Individual Factor | Actual Payout ($) |
|---|---|---|---|---|
| Mark Casper | 477,000 | 131.2% | 150% | 688,406 |
Long-Term Incentives (FY2025 grants; granted April 15, 2024)
| Award Type | Target Shares | Max Shares | Grant-Date Fair Value ($) | Key Performance/Vesting Terms |
|---|---|---|---|---|
| Time-based RSUs | 16,725 | — | 1,129,121 | Vests in equal quarterly installments over 3 years from grant date |
| TSR RSUs (Relative TSR + EPS Multiplier) | 25,087 | 62,718 | 2,856,531 | 3-year performance (4/15/2024–4/5/2027) vs S&P 500; payout 0–200% then multiplied 100–150% by Non-GAAP EPS CAGR vs custom peer group, capped at 250%; cliff vest at 4/15/2027 if earned |
Outstanding equity at FY2025 year-end (market value at $112.86 on 1/31/2025) :
| Category | Units | Market Value ($) |
|---|---|---|
| Unvested RSUs (time-based) | 9,943 (plus 1,203 & 5,187 other tranches) | 1,122,167; 135,771; 585,405 |
| TSR RSUs (unearned, at target tracking) | 29,644; 25,087 | 3,345,622; 2,831,319 |
Stock vested in FY2025: 34,680 shares; value realized $2,838,829 .
Special performance-based awards (stock price hurdles) were not granted to Casper; the Company ceased one-time equity awards after May 2023 per investor feedback .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 22,649 shares, including 20,163 via Mark J. Casper and Stephanie Casper Revocable Trust; includes 2,486 RSUs vesting within 60 days of table date |
| Ownership as % of Shares Outstanding | ~0.0026% (22,649 / 865,972,449) |
| Stock Ownership Guidelines | Executives must hold stock equal to 3x base salary; all executive officers met or are on track within required timeframe |
| Hedging/Pledging | Prohibited from hedging, margin accounts, and pledging MRVL securities; trading limited to windows or 10b5-1 plans with preclearance |
| Insider Trading Plans | Mark terminated a Rule 10b5-1 plan on 6/26/2025 (covering sales of 47,901 shares) per Item 408 reporting; indicates managed liquidity via pre-set plans |
Employment Terms
| Provision | Detail |
|---|---|
| CIC Plan Tier | Tier 2 participant (double-trigger) |
| CIC Benefits | Lump sum 18 months base salary; 150% of annual target cash incentive; pro-rata target cash incentive for the year of termination; acceleration of 100% of outstanding/unvested equity (performance awards adjusted per CIC Plan); 18 months health coverage |
| Potential CIC Termination Payments (as of 1/31/2025) | Cash Severance: $795,000; Cash Incentive: $715,500; Pro-Rata Incentive: $477,000; Equity Acceleration: $17,194,810 (based on tracking/performance assumptions); Health/Welfare: $53,662; Total: $19,235,972 |
| Severance (non-CIC) | No standalone severance agreement disclosed for Casper (only CEO has specific severance agreement) |
| Clawback Policy | Expanded in FY2024 to include recoupment of incentive comp tied to financial reporting measures, including stock price/TSR; look-back three fiscal years upon restatement |
| Perquisites | No material perquisites; standard benefits and supplemental health coverage; 401(k) match $5,000; life insurance $780 |
| Tax Gross-Ups | No golden parachute excise tax gross-ups |
Compensation & Pay Mix
Summary compensation (multi-year):
| Component ($) | FY2024 | FY2025 |
|---|---|---|
| Salary | 492,692 | 524,808 |
| Stock Awards | 2,943,844 | 3,985,653 |
| Non-Equity Incentive (AIP) | 450,000 | 688,406 |
| All Other | 5,780 | 7,230 |
| Total | 3,892,316 | 5,206,097 |
Pay-for-performance framework emphasizes equity (time-based RSUs + relative TSR PSUs with EPS multiplier), with AIP tied to revenue, gross margin, and operating margin semi-annual targets; Casper’s individual goals highlight legal function modernization and compliance automation .
Performance & Track Record
- Company-level execution in FY2025: $5.77B revenue; data center revenue grew to 75% of total, ~50% AI-related within data center; operating cash flow $1.68B .
- Relative TSR context: FY2025 company-selected measure shows Marvell TSR vs S&P 500 at 44.1; pay-versus-performance disclosures provided .
- Say-on-Pay: 52% approval in 2024 prompted program changes (no one-time awards since May 2023; expanded disclosure; maintained multiple performance metrics in LTI) .
Compensation Structure Analysis
- Equity-heavy mix: Casper’s FY2025 stock awards ($3.99M) exceed cash components, aligning long-term incentives to TSR and EPS growth .
- Robust performance linkage: AIP metrics and relative TSR with EPS multiplier reduce reliance on single metric and balance cyclicality in semis .
- Governance-driven adjustments: In response to investor feedback, stopped one-time awards post-May 2023; enhanced succession disclosures; clarified index rationale for TSR .
- No repricing or tax gross-ups: Shareholder-friendly posture on options repricing and excise tax gross-ups .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Clawback: Expanded scope (recoupment risk on restatements, including stock price/TSR-linked pay) .
- Insider selling pressure: Use of Rule 10b5-1 plan (terminated June 2025 covering 47,901 shares) suggests structured sales; monitor future plan adoptions/terminations and upcoming vesting cliffs .
- Say-on-Pay: 52% in 2024 indicates investor scrutiny; subsequent program changes mitigate risk of future low support .
Equity Ownership & Vesting Schedule Details
| Item | Key Dates / Amounts |
|---|---|
| FY2025 Time-based RSUs | Vests quarterly through 4/15/2027 (16,725 target shares) |
| FY2025 TSR RSUs | Performance period 4/15/2024–4/5/2027; cliff vest 4/15/2027 if earned (25,087 target; 62,718 max) |
| Legacy RSUs (2011–2023 grants) | Remaining quarterly vesting through Nov 2025 / Jan 2026 per footnotes |
Employment & Contracts
- Contract/term: No separate employment contract disclosed; covered under company-wide CIC Plan Tier 2 .
- Non-compete/solicit: Not specified in proxy; standard indemnification agreements in place .
Say-On-Pay & Shareholder Feedback
- 2024 approval 52%; company engaged holders of ~55% of shares and met with ~45% to adjust program (no one-time grants; added succession and TSR index rationale; more AIP goal transparency) .
Expertise & Qualifications
- Degrees: JD, MBA, BS (Santa Clara University); extensive technology-sector legal leadership and corporate governance expertise .
Compensation Peer Group
Peer set includes major semi/tech firms (e.g., AMD, Broadcom, KLA, Lam, TI, Qualcomm, Micron, Synopsys, Cadence, Palo Alto Networks), selected for market cap/revenue comparability and talent competition; company ranks ~27th percentile in revenue and ~44th percentile in market cap at approval time .
Investment Implications
- Alignment: Casper’s equity-heavy rewards (RSUs + TSR/EPS PSUs) and anti-hedging/pledging policies align incentives to long-term value and reduce leverage-induced selling risk .
- Retention risk: Tier 2 CIC benefits with full equity acceleration materially reduce attrition risk in a sale scenario; no standalone severance otherwise .
- Trading signals: Monitor 10b5-1 plan activity and vesting cadence; FY2025 vesting and prior plan sales (47,901 shares) suggest managed liquidity rather than opportunistic selling .
- Program durability: Post-2024 Say-on-Pay feedback has led to structural improvements (multi-metric LTI, cessation of special grants), likely stabilizing future investor support and reducing governance overhangs .