W. Tudor Brown
Marvell TechnologyAbout W. Tudor Brown
W. Tudor Brown is an independent director of Marvell Technology, Inc., age 66, serving on the Board since 2016. He was a founding member and former President of ARM Holdings plc, holding prior roles as CTO and COO, and has deep semiconductor leadership experience; he holds a Master of Arts in Electrical Sciences from Cambridge University and is a Fellow of both the Institution of Engineering and Technology and the Royal Academy of Engineering . The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARM Holdings plc | Founding member; President; CTO; COO; Director | Until retirement in May 2012; served on board for more than a decade | Founder-operator; low-power logic patent; senior operational leadership |
| Acorn Computers | Engineering leadership | Not disclosed | Early engineering leadership |
| Sension, Inc. | Engineering leadership | Not disclosed | Early engineering leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private company (name not disclosed) | Director | Current | Not disclosed |
| Company listed on London Stock Exchange (name not disclosed) | Director | Current | Not disclosed |
| Lenovo Group Limited | Director | Prior | Not disclosed |
| Xperi (formerly Tessera Technologies) | Director | Prior | Not disclosed |
| Semiconductor Manufacturing International Corporation (SMIC) | Director | Prior | Not disclosed |
Board Governance
- Independence: The Board determined all non-employee directors, including Brown, are independent under Nasdaq and SEC standards .
- Committees: Member, Executive Compensation Committee (ECC) in fiscal 2025; not on Audit or Nominating & Governance (N&G) .
- ECC composition/independence: ECC comprised of Brown, Robert Switz (Chair), and Richard Wallace; all members independent and non-employee directors .
- Attendance: The Board met six times; each director attended at least 75% of Board and committee meetings; average attendance ~98% in fiscal 2025 .
- Executive sessions: Independent directors meet regularly in executive session without management .
- Lead Independent Director context: FY25 Lead Independent Director was Michael Strachan; upon his retirement, Brad Buss designated Lead Independent Director effective Annual Meeting date .
Fixed Compensation
| Element | FY25 Program Detail | FY25 Amount ($) |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | 100,000 |
| ECC committee member fee | Member (non-chair) | 10,000 |
| Total cash fees paid to Brown | Sum of retainer + committee | 110,000 |
| Fee structure changes | Chair/member fees increased in Q4 FY25 (ECC Chair to $27,500; N&G Chair to $20,000; N&G member to $9,000; Audit Chair to $35,000) | Policy update (no direct cash impact beyond totals shown) |
Performance Compensation
| Award Type | Grant Value ($) | Shares (#) | Grant Timing | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU Award | 240,120 | 3,289 | Granted following 2024 Annual Meeting | 100% on earlier of 1-year anniversary or next Annual Meeting (June 13, 2025) | Director RSU value based on 30-day avg closing price; standard program target $235,000 (increasing to $250,000 in June 2025) |
| Options | — | — | — | — | No option awards disclosed for directors |
- Director equity is time-based RSUs; no performance metrics (TSR/financial) apply to director grants. Annual RSU awards vest on the next Annual Meeting or one-year anniversary, subject to continued service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public/company boards | One private company and one LSE-listed company (names not disclosed) |
| Prior public boards | Lenovo Group Limited; Xperi (Tessera Technologies); SMIC |
| Compensation committee interlocks | None identified by the company for ECC members during FY25 |
| Related-party transactions | Board evaluated relationships; specific transactions noted for other directors (Adobe, KLA) were immaterial; no Brown-related transactions disclosed |
Expertise & Qualifications
- Semiconductor founder-operator (ARM), senior executive roles (President, CTO, COO), and global market experience .
- Skills matrix: C-level experience; operations; technology/risk management; public company board; global expertise; industry knowledge .
- Education: MA in Electrical Sciences (Cambridge); patent in low-power logic; Fellow, IET and RAEng .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 29,017 |
| Ownership as % of shares outstanding | <1% (company table denotes “Less than one percent”) |
| RSUs outstanding | 3,289 (vesting June 13, 2025) |
| Pledging/hedging | Prohibited for directors and officers (no margin, pledging, hedging or monetization transactions) |
| Stock ownership guidelines | 5× annual cash retainer; 50% post-tax RSUs must be held until guideline met; all directors met or are within compliance period as of FY25 year-end |
Governance Assessment
- Board effectiveness: Brown’s ECC membership and deep semiconductor/operator background strengthen oversight of pay-for-performance and talent retention in a sector undergoing AI-driven shifts .
- Alignment and incentives: Director pay balances cash retainer and time-based RSUs; Brown’s cash fees of $110,000 and RSU grant ($240,120; 3,289 shares) align with standard director program and rising peer benchmarks (increase to $250,000 RSU value in June 2025) .
- Independence/Conflicts: Company disclosures indicate independence and no ECC interlocks; no Brown-specific related parties disclosed; prohibitions on pledging/hedging reduce alignment risks .
- Attendance and engagement: Board and committee attendance thresholds met with ~98% average; independent executive sessions support oversight .
- Investor signals: 2024 Say-on-Pay support was ~52%, prompting extensive shareholder engagement and changes to executive compensation design; as ECC member, Brown’s oversight is tied to addressing investor concerns (e.g., limiting one-time awards, clarifying metrics/peer choice) .
RED FLAGS: None disclosed specific to Brown. No related-party transactions or hedging/pledging; ECC interlocks absent; attendance standards met .