Matthew J. Murphy
About Matthew J. Murphy
Matthew J. Murphy is Chairman, President & CEO of Marvell Technology, Inc., serving as a director since 2016 and appointed Chairman in June 2023; age 52. He holds a BA from Franklin & Marshall College and is a graduate of the Stanford Executive Program . Under Murphy’s leadership, FY2025 revenue reached $5.77B with record operating cash flow of $1.68B; data center revenue grew 88% YoY for the year (Q4 data center +78% YoY), and company Q4 revenue grew 27% YoY to $1.817B with non-GAAP gross margin of ~60% . Long-term TSR PSUs granted in 2021 paid at 106% of target over the 3-year period ended April 2024 (34.67% TSR vs S&P 500 at 32.85%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marvell Technology, Inc. | President & Chief Executive Officer; Chairman since Jun-2023 | CEO since Jul-2016; Chairman since Jun-2023 | Led AI-centered transformation; secured custom products in production across four U.S. hyperscalers; expanded AWS collaboration; reoriented org to Cloud Datacenter group driving data center to 75% of Q4 revenue |
| Maxim Integrated Products, Inc. | EVP, Business Units, Sales & Marketing (company-wide P&L) | 2015–2016 | Led product development, sales, field apps, marketing, central engineering |
| Maxim Integrated Products, Inc. | SVP, Communications & Automotive Solutions Group | 2011–2015 | Drove differentiated solutions and significant business growth |
| Maxim Integrated Products, Inc. | VP, Worldwide Sales & Marketing | 2006–2011 | Oversaw period of significant sales expansion |
| Maxim Integrated Products, Inc. | Various business unit and customer operations roles | Pre-2006 | Led communications, data center, and automotive groups, each experiencing significant growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| eBay Inc. | Director (prior) | Not disclosed | Previously served on board; no current external public company boards disclosed |
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $1,058,154 | $1,138,698 | $1,178,942 |
| Target AIP (% of salary) | 200% | 200% | 200% |
| Target AIP ($) | $2,116,308 | $2,277,396 | $2,370,000 |
| Actual AIP Payout ($) | $2,180,660 | $2,226,400 | $3,109,440 |
Performance Compensation
FY2025 Annual Incentive Plan (AIP) Outcomes
| Metric | Weight | 1H FY25 Target | 1H FY25 Actual | 1H Score/Payout | 2H FY25 Target | 2H FY25 Actual | 2H Score/Payout |
|---|---|---|---|---|---|---|---|
| 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 Operating Income Margin (%) | 30% | 23.6% | 24.7% | 144% | 29.6% | 31.8% | 192% |
| Corporate Achievement (avg) | — | — | — | 115% | — | — | 148% |
| Total Corporate Achievement | — | — | — | — | — | — | 131.2% |
FY2025 Equity Grants (Apr 2024)
| Grant Type | Shares (Target) | Vesting / Measurement | Payout Mechanics |
|---|---|---|---|
| Time-based RSUs | 83,624 | Equal quarterly vesting over 3 years from grant date | Time-based only |
| TSR RSUs | 195,122 | Rel. TSR vs S&P 500 from Apr 15, 2024 to Apr 5, 2027; vest at end of period | 0–200% on TSR; EPS CAGR multiplier 100–150% vs peer group; capped at 250% combined; if TSR absolute negative, TSR portion capped at 100% |
Special Performance-Based Equity Grants (2023) — Status and Vesting
| Tranche | Stock Price Hurdle | Relative TSR Adjustment | Shares Earned (Murphy) | Vesting Schedule |
|---|---|---|---|---|
| Tranche 2 | $80 | At achievement, TSR >90th percentile → 120% of target | 470,968 | 50% in Apr 2026; 50% in Apr 2028, subject to service |
| Tranche 3 | $100 | At achievement, TSR >90th percentile → 120% of target | Included above total (achieved) | Same as above |
No one-time equity awards have been granted to NEOs since May 2023; program intends to rely on annual refresh cycle .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 237,543 shares; less than 1% of outstanding |
| CEO Ownership Guideline | 6x base salary; 50% net-after-tax holding requirement until guideline met |
| Compliance Status | Executives met or are on track to meet guidelines within required timeframe (includes deferred-settlement equity; excludes unvested performance awards and unexercised options) |
| Hedging/Pledging | Prohibited: no hedging, no pledging, no margin accounts; pre-clearance and trading windows required; 10b5-1 plans permitted with pre-approval |
| Equity Mix Emphasis | 70% of annual equity value in performance-based awards for CEO |
| Options | Company discontinued granting options in 2016; RSUs used instead (outside of certain M&A conversions) |
Employment Terms
Severance Agreement (non-CIC) — Amended and extended through Apr 15, 2028
| Component | Terms |
|---|---|
| Cash | 2x annual base salary; 100% target cash incentive |
| Benefits | 12 months medical premium reimbursement |
| Equity Acceleration | Time-based and performance awards accelerated as if 18 months continued service or pro rata based on performance measurement status using “Pro Rata Acceleration Fraction” |
| Triggers | Termination by company other than “Cause” or resignation for “Good Reason,” subject to release |
Change-in-Control (CIC) Plan — Tier 1 Participant (double-trigger)
| Component | Terms |
|---|---|
| Cash Severance | Lump sum equal to 24 months of base salary |
| AIP | 200% of annual target cash incentive + pro-rated AIP for fiscal year of termination |
| Equity | 100% acceleration of outstanding and unvested equity awards (performance awards adjusted per plan) |
| Benefits | 24 months of continued health coverage reimbursement |
| Trigger Definition | “Involuntary Termination” (Good Reason resignation or termination without Cause) during signing-to-24 months post-CIC window |
Potential Payments (assumes event on Jan 31, 2025; stock at $112.86)
| Scenario | Cash Severance ($) | AIP Cash ($) | Pro-Rata AIP ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination w/o CIC | 2,370,000 | 2,370,000 | — | 104,862,176 | 28,405 | 109,630,581 |
| Involuntary Termination in CIC Window | 2,370,000 | 4,740,000 | 2,370,000 | 174,671,168 | 56,810 | 184,207,978 |
Clawback and Tax
- Clawback policy amended to comply with Nasdaq Rule 5608 and Exchange Act Rule 10D-1; covers cash and certain performance-based equity tied to financial reporting measures, including stock price and TSR, for up to three prior fiscal years .
- No golden parachute excise tax gross-ups; limited perquisites; no dividends on unvested RSUs or deferred-settlement awards .
Board Governance and Dual-Role Implications
- Board Service History: Director since 2016; Chairman since June 2023; not independent (employee) .
- Committee Roles: Audit, ECC, and N&G committees composed solely of independent directors; Murphy does not serve on committees .
- Lead Independent Director: FY25 lead independent director was Michael Strachan; transitions to Brad Buss effective as of the 2025 Annual Meeting date .
- Attendance: Average director attendance ~98%; all directors ≥75% attendance in FY25; independent directors meet regularly in executive session .
- Independent Chair Proposal: A stockholder proposal to require an independent Board Chair is opposed by the Board, which reaffirms combined Chair/CEO with a robust lead independent director as most effective for oversight and strategic clarity; Board reviews leadership structure annually .
- Director Compensation: Employee-director (Murphy) receives no additional director pay .
Performance & Track Record
- Strategic Wins: Custom products in production for all four large U.S. hyperscalers; expanded five-year, multi-generational agreement with AWS across custom AI accelerators, optical DSPs, DCI modules, Ethernet switching, and cloud EDA collaboration .
- Technology Leadership: 2nm silicon IP demonstration for next-gen AI/cloud infrastructure; co-packaged optics architecture; 3D silicon photonics engine doubling bandwidth with lower power .
- Organizational Alignment: Majority of R&D allocated to data center; unified Cloud Datacenter group; consolidation of other end markets into Multimarket Business Group .
- Financial Momentum: Q4 FY25 revenue $1.817B (+27% YoY), data center revenue +78% YoY; full-year operating cash flow $1.681B; returns to shareholders $933M through buybacks and dividends .
Compensation Committee Analysis
- ECC Membership FY25: Tudor Brown, Robert E. Switz (Chair), Richard Wallace; all independent and non-employee directors .
- Consultant: Compensia engaged; ECC found no conflicts of interest; ECC directly oversees consultant appointment, compensation, and independence review .
- Peer Group: Semiconductor-leading peer set used for market analysis (e.g., AMD, Broadcom, KLA, Lam, Micron, Qualcomm, Synopsys, Texas Instruments, etc.); Marvell positioned ~27th percentile revenue, ~44th percentile market cap at approval .
- Program Design: Emphasizes performance-based incentives, ownership guidelines, clawback; no hedging/pledging; maximum payout limits; annual say-on-pay engagement .
Multi-Year Compensation Summary (Murphy)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 1,058,154 | 1,138,698 | 1,178,942 |
| Stock Awards ($) | 19,197,984 | 41,792,162 | 27,863,106 |
| Non-Equity Incentive ($) | 2,180,660 | 2,226,400 | 3,109,440 |
| All Other ($) | 5,780 | 5,780 | 8,654 |
| Total ($) | 22,442,578 | 45,163,040 | 32,160,142 |
Equity Ownership & Beneficial Holders (Context)
| Holder | Shares | % Outstanding |
|---|---|---|
| Matthew J. Murphy | 237,543 | Less than 1% |
| FMR LLC | 129,672,217 | 14.97% |
| Vanguard Group | 62,557,593 | 7.22% |
| BlackRock, Inc. | 60,534,116 | 6.99% |
| Shares Outstanding (reference) | 865,972,449 | — |
Employment & Contracts — Additional Notes
- Severance Agreement extended until Apr 15, 2028; agreement terminates upon completion of obligations if involuntarily terminated before that date .
- CIC Plan covers Tier 1 (Murphy) with double-trigger only; Tier 2 covers other NEOs with 18 months base salary, 150% AIP target, 18 months benefits, and 100% equity acceleration .
Board Service and Director-Specific Items
- Independence: All current non-employee directors are independent; Murphy is the sole non-independent director .
- Committee Chairs and Membership FY25: Audit – Strachan (Chair), Buss, Andrews, Durn; ECC – Switz (Chair), Brown, Wallace; N&G – Buss (Chair), House, Knight .
- Director Stock Ownership Guidelines: 5x annual cash retainer; minimum 50% net-after-tax holding for RSU vesting until guideline met; all directors met or are within compliance period .
Investment Implications
- Alignment and Retention: CEO equity mix is heavily performance-based (TSR + EPS CAGR multiplier), with significant special award tranches earned and vesting in 2026/2028—creating identifiable windows of potential insider selling pressure as large tranches settle; hedging/pledging prohibitions and ownership guidelines support alignment .
- Pay-for-Performance: FY2025 AIP paid above target (131.2%) driven by revenue and operating margin outperformance; long-term PSUs paid near target on TSR vs S&P 500—linkage to external benchmarks limits discretion but exposes payouts to market cycles .
- Takeover Economics: CIC severance and 100% equity acceleration for CEO produce large potential payouts ($184.2M in modeled CIC scenario), which could factor into M&A calculus; double-trigger design and absence of excise tax gross-ups mitigate governance concerns .
- Governance Risk: Combined Chair/CEO structure persists despite an independent-chair proposal; Board cites lead independent director counterbalance and strong independent committees—monitor investor sentiment on governance given prior modest say-on-pay support (52% in 2024) and continuing engagement .
- Execution Signal: AWS multi-year agreement, hyperscaler production wins, and AI infrastructure leadership provide durable growth signals; organizational focus on data center and record cash generation underpin confidence, yet cyclicality in margins (e.g., custom ASIC ramp) requires scrutiny of AIP target setting and longer-term equity metrics .