Rajiv Ramaswami
Marvell TechnologyAbout Rajiv Ramaswami
Rajiv Ramaswami, age 59, was appointed as an independent director of Marvell Technology, Inc. effective July 22, 2025. He is President and CEO of Nutanix and previously held senior leadership roles at VMware (COO, Products & Cloud Services), Broadcom (EVP/GM, Infrastructure & Networking), and Cisco; he holds B.Tech from IIT Madras and M.S./Ph.D. from UC Berkeley and is an IEEE Fellow with 36 patents, primarily in optical networking . The Board determined he is independent under Nasdaq/SEC standards; no related-party transactions were identified at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | COO, Products & Cloud Services | Oct 2016–Dec 2020 | Led product and cloud services portfolio; prior EVP/GM Networking & Security (Apr–Oct 2016) |
| Broadcom | EVP & GM, Infrastructure & Networking | Feb 2010–Jan 2016 | Led infrastructure/networking businesses |
| Cisco | Multiple GM roles across switching, data center, storage, optical | Various | Senior leadership across major networking units |
| Nortel; Tellabs; IBM | Various leadership positions | Various | Early-career leadership in telecom/optical networking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutanix, Inc. | Director; President & CEO | Dec 2020–present | Sitting public-company CEO and director |
| NeoPhotonics Corp. | Director | Mar 2014–Aug 2022 | Prior public board experience in optical components |
Board Governance
- Independence and appointment: Independent director; appointed July 22, 2025; no family relationships or related-party transactions at appointment .
- Committee assignments: Not specified in the July 23, 2025 Form 8‑K/press release; to be disclosed in subsequent filings if applicable .
- Board structure context: Marvell maintains combined Chair/CEO with a Lead Independent Director, reaffirmed in 2023–2025 reviews; Brad Buss designated Lead Independent Director at the 2025 annual meeting . Independent directors meet in regular executive sessions; all three standing committees (Audit, Executive Compensation Committee “ECC”, and Nominating & Governance “N&G”) are fully independent .
- Attendance baseline: In FY2025, all current directors attended ≥75% of Board/committee meetings; average attendance ~98% (pre‑dating Ramaswami’s appointment) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Committee fees (program) | 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 | Program increases effective Q4 FY2025; directors receive either chair or member fee per committee |
| Lead Independent Director fee (program) | $50,000 | Program element; not applicable to Ramaswami unless designated |
Performance Compensation
- None disclosed for directors. Marvell’s director equity uses time-based RSUs with annual grant value (not performance-based). Annual director RSU value increased to $250,000 starting June 2025; RSUs vest 100% at the next annual meeting or one-year from grant .
Other Directorships & Interlocks
| Company | Relationship to MRVL | Potential interlock/conflict note |
|---|---|---|
| Nutanix, Inc. (cloud software) | Ramaswami is CEO and Director | Board determined independence; no related-party transactions with MRVL at appointment |
| NeoPhotonics (optical components; prior board) | Historical industry adjacency | Prior service only; no ongoing RPTs disclosed |
Expertise & Qualifications
- Technical domains: Software, cloud services, network infrastructure, semiconductors; deep optical networking expertise; IEEE Fellow; 36 patents .
- Education: B.Tech (IIT Madras), M.S. & Ph.D. (UC Berkeley) in EECS .
- Large-scale operations and product leadership across VMware, Broadcom, Cisco .
Equity Ownership
| Metric | Value / Status |
|---|---|
| Initial equity grant on joining | Pro-rated RSU equal to a fraction of annual $250,000 director grant; vests at date of 2026 annual meeting |
| Annual director equity | RSUs valued at $250,000 per year starting June 2025 |
| Beneficial ownership | Not disclosed in FY2025 proxy (he was appointed post-FY2025 cut-off) |
| Ownership guidelines | Directors expected to hold shares equal to 5× annual cash retainer; 5-year compliance window; 50% net-after-tax holding expectation until met |
| Hedging/pledging policy | Directors/officers prohibited from pledging, margin accounts, hedging or monetization (options/derivatives/short sales) |
Governance Assessment
- Positive signals:
- Independence affirmed; no related-party transactions at appointment .
- Strong domain expertise across cloud, networking, semiconductors, with patent-backed credentials .
- Director equity is equity-heavy (RSUs), with ownership guideline reinforcing alignment .
- Shareholder votes at 2025 meeting show support for say‑on‑pay (504.2M for) and rejection of an independent chair proposal (375.9M against), indicating confidence in current oversight framework (context for board climate) –.
- Watch items:
- Committee assignments not yet disclosed at appointment; monitor subsequent filings for Audit/ECC/N&G placement .
- As a sitting CEO of Nutanix, ongoing independence will rely on continued lack of related‑party transactions and robust conflict oversight as documented; Board cited independence determination and absence of RPTs at appointment .
Director Compensation Program (Reference)
| Element | FY2025/FY2026 Program Value | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears; prorated for service |
| Annual RSU grant | $235,000 (FY2025); increased to $250,000 in June 2025 | Vests 100% on earlier of 1-year from grant or next annual meeting |
| Committee chair/member fees | Audit Chair $35k; Audit Member $15k; ECC Chair $27.5k; ECC Member $10k; N&G Chair $20k; N&G Member $9k | Increased Q4 FY2025 |
| Lead Independent Director fee | $50,000 | Applies if designated |
Ramaswami: Director Compensation Items (Disclosed)
| Item | Detail |
|---|---|
| Appointment date | July 22, 2025 |
| Independence status | Independent under Nasdaq/SEC rules |
| Annual cash retainer | $100,000 |
| Annual equity grant | RSUs valued at $250,000 |
| Joining grant | Pro-rated RSU; vests at 2026 annual meeting |
| Related-party transactions | None disclosed at appointment |
Notes on Board Context (for investor confidence)
- Lead Independent Director duties include moderating executive sessions, agenda setting, and investor engagement; independent committees oversee risk, compensation, sustainability .
- 2025 annual meeting outcomes: Directors elected; say‑on‑pay approved; Deloitte ratified; independent chair proposal failed .