Director, Executive Compensation

About Marvell

Marvell’s semiconductor solutions are the essential building blocks of the data infrastructure that connects our world. Across enterprise, cloud and AI, and carrier architectures, our innovative technology is enabling new possibilities.

At Marvell, you can affect the arc of individual lives, lift the trajectory of entire industries, and fuel the transformative potential of tomorrow. For those looking to make their mark on purposeful and enduring innovation, above and beyond fleeting trends, Marvell is a place to thrive, learn, and lead.

Your Team, Your Impact

The Director / Executive Director, Executive Compensation is a senior individual contributor and strategic advisor responsible for the design, administration, and governance of the company's executive compensation programs. This role owns the end-to-end equity budget process, prepares Compensation Committee meeting materials, leads executive market pricing and offer development, and serves as the primary HR partner to Legal on SEC disclosures and proxy-related compensation matters. The successful candidate brings deep technical expertise in executive pay, strong executive presence, and the judgment to operate effectively at the intersection of compensation strategy, corporate governance, and regulatory compliance.

What You Can Expect

• 8–12+ years of progressive experience in executive compensation, with significant exposure to public company environments.
• Demonstrated expertise in equity plan design and administration and share plan governance.
• Proven track record preparing Compensation Committee materials and working directly with senior leaders and Board-level stakeholders.
• Deep proficiency in compensation benchmarking methodology and primary survey data sources (Radford/AON).
• Experience partnering with Legal on proxy disclosures, including CD&A drafting and SEC compliance requirements.
• Advanced Excel/modeling skills; ability to build dynamic compensation models and scenario analyses. Experience building AI models a plus.
• Bachelor's degree in Economics, Finance, Business, or a related field.

Preferred

• Certified Compensation Professional (CCP) and/or Certified Equity Professional (CEP) designation.
• Experience at a publicly traded technology, semiconductor, or high-growth company.
• Familiarity with equity administration platforms.
• Prior experience leading or co-leading external compensation consultant relationships.
• Advanced knowledge of market benchmarking, preferably with Radford/AON).

Technical Excellence

Deep command of executive pay mechanics, equity accounting, and regulatory frameworks. AI modelling a plus.

Executive Presence & Influence

Ability to advise C-suite leaders and Board members with clarity and confidence.

Analytical Rigor

Data-driven decision-making with strong financial modeling and quantitative analysis skills.

Cross-Functional Partnership

Proven collaborator across HR, Legal, Finance, and Corporate Governance functions.

Governance Acumen

Fluency in proxy advisory guidelines, institutional investor expectations, and SEC disclosure requirements.

Discretion & Judgment

Highest standards of confidentiality and professional integrity in handling sensitive compensation data.

What We're Looking For

Equity Program Budgeting & Administration

• Own the annual and long-term equity budget model, including aggregate share usage, and partner with Stock Administration on equity analysis such as dilution, burn rate forecasting, and overhang reporting across all equity vehicles (RSUs, PSUs, stock options, ESPP).
• Partner with Finance and Stock Administration to reconcile grant activity, run share reserve analyses, and support Board approval of equity plan amendments and replenishments.
• Familiar with the equity valuation models (Black-Scholes, Monte Carlo) prepared for disclosures and financial reporting by Accounting function.
• Work with the Senior Director, Compensation on the focal equity grant cycle, establishing eligibility pools, award ranges, and budget allocations by business unit in partnership with HR Business Partners.
• Monitor regulatory and accounting developments (ASC 718, Section 409A, Rule 10b5-1) and proactively assess program impacts.
• Develop special programs and project management of the rollout such as critical talent retention equity program focused on strengthening equity holding power.

Executive Compensation Committee Materials & Board Governance

• Serve as lead architect of all Executive Compensation Committee meeting materials, including program overviews, benchmarking analyses, pay-for-performance assessments, and plan design proposals.
• Manage the Committee calendar and workplan; coordinate with external advisors (compensation consultant, stock administration, legal counsel) to align on agenda, data submissions, and approval items.
• Draft action-item trackers and ensure timely follow-through on Board-approved decisions.
• Prepare research on the annual Say-on-Pay analysis, peer group review, and competitive positioning summary presented to the Committee.
• Develop and maintain the executive compensation philosophy and peer group, incorporating governance best practices and shareholder advisory guidance.

Executive Market Data & Competitive Intelligence

• Lead the annual executive compensation benchmarking process using primary survey sources (Radford/AON, Equilar, Compa) and proxy peer analyses.
• Develop comprehensive pay positioning reports for the CEO, Named Executive Officers (NEOs), and other key executives across base salary, annual incentive, long-term incentive, and total direct compensation.
• Maintain a continuous market intelligence capability, tracking peer proxy filings, compensation disclosures, and governance trends to inform program design recommendations.
• Build and maintain dynamic compensation models that enable real-time scenario planning for promotions, equity refreshes, retention packages, and new hire offers.

Executive Offer Development & New Hire Compensation

• Partner with Executive Recruiting and HR Business Partners to develop competitive, market-aligned compensation packages for senior-level candidates (AVP and above).
• Prepare offer analysis memos with peer benchmarking, internal equity review, and budget impact for presentation to senior leadership and, as applicable, the Compensation Committee.
• Structure complex pay arrangements including sign-on equity grants, performance-based retention awards, and negotiated benefit arrangements.
• Advise on offer terms that balance competitive positioning with long-term program cost, share plan capacity, and governance considerations.

Legal Partnership & SEC Disclosures

• Serve as the primary Total Rewards partner to the Stock Administration, Legal and Corporate Governance teams on executive compensation disclosures included in the annual Proxy Statement (DEF 14A).
• Review compensation-related proxy sections, including the Compensation Discussion & Analysis (CD&A), Summary Compensation Table (SCT), Grants of Plan-Based Awards table, equity award tables, and narrative disclosures.
• Coordinate with Legal, Finance, and external counsel on Form 4 filings, Section 16 compliance, and CD&A sign-off processes.
• Support the annual CEO Pay Ratio calculation including methodology documentation and financial data reconciliation.
• Monitor evolving SEC rulemaking, ISS/Glass Lewis policy updates, and institutional investor governance guidelines; advise management on disclosure implications.

Expected Base Pay Range (USD)

170,170 - 254,900, $ per annum

The successful candidate’s starting base pay will be determined based on job-related skills, experience, qualifications, work location and market conditions. The expected base pay range for this role may be modified based on market conditions.

Additional Compensation and Benefit Elements

Marvell is committed to providing exceptional, comprehensive benefits that support our employees at every stage - from internship to retirement and through life’s most important moments. Our offerings are built around four key pillars: financial well-being, family support, mental and physical health, and recognition. Highlights include an employee stock purchase plan with a 2-year look back, family support programs to help balance work and home life, robust mental health resources to prioritize emotional well-being, and a recognition and service awards to celebrate contributions and milestones. We look forward to sharing more with you during the interview process.

All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, sexual orientation, gender identity, disability or protected veteran status.

Any applicant who requires a reasonable accommodation during the selection process should contact Marvell HR Helpdesk at TAOps@marvell.com.

Interview Integrity

To support fair and authentic hiring practices, candidates are not permitted to use AI tools (such as transcription apps, real-time answer generators like ChatGPT or Copilot, or automated note-taking bots) during interviews.

These tools must not be used to record, assist with, or enhance responses in any way. Our interviews are designed to evaluate your individual experience, thought process, and communication skills in real time. Use of AI tools without prior instruction from the interviewer will result in disqualification from the hiring process.

This position may require access to technology and/or software subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR). As such, applicants must be eligible to access export-controlled information as defined under applicable law. Marvell may be required to obtain export licensing approval from the U.S. Department of Commerce and/or the U.S. Department of State. Except for U.S. citizens, lawful permanent residents, or protected individuals as defined by 8 U.S.C. 1324b(a)(3), all applicants may be subject to an export license review process prior to employment.

#LI-VP1