What changed in this filing

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Item 1. Business

2024-03-13 compared with 2023-03-09 · 106 added, 80 removed, 245 unchanged (43% of the section changed)

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• Cloud and on-premise network-attached storage (“NAS”)

• Cloud and on-premise servers

• Cloud and on-premise AI servers

• Cloud and on-premise general-purpose servers

• Cloud and on-premise storage area networks

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The following table summarizes net revenue disaggregated by end market (in millions, except percentages):

2023 January 29,

2022 January 30,

2024 % of Total January 28,

2023 % of Total January 29,

2022 % of Total

Data center $ 2,216.7 40 % $ 2,408.8 41 % $ 1,784.7 40 %

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Our current product offerings include custom Application Specific Integrated Circuits (“ASICs”), electro-optics, ethernet solutions, fibre channel adapters, processors and storage controllers.

We develop custom SoC (System-on-a-Chip) solutions tailored to individual customer specifications that deliver system-level differentiation for next-generation carrier, networking, data center, machine learning, automotive, aerospace and defense applications.

These custom offerings leverage our broad portfolio of technologies being used in our standard products.

We develop custom SoC (System-on-a-Chip) solutions tailored to individual customer specifications that deliver system-level differentiation for next-generation carrier, networking, data center, artificial intelligence, automotive, aerospace and defense applications.

These custom offerings are built on our proven ASIC platform which leverages a broad suite of differentiated Marvell intellectual property including ultra-high-speed SerDes, ARM compute, security, storage, and advanced packaging, including die to die interconnects and chiplets.

We have successfully executed multiple 5 nanometer (“nm”) designs in the last few years, and are progressing through 3nm designs now and investing in the advanced 2nm generation platform.

Electro-optics

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Our low-power and low-latency PAM DSPs implement equalization, estimation, clock recovery, carrier recovery, forward error correction, and coded modulation to enable ultra-fast data transmission speeds.

In combination with our drivers, TIAs and silicon photonics, our suite of electro-optical products performs a wide range of functions such as amplifying, encoding, multiplexing, demultiplexing, and retiming signals at speeds beyond 800 Gbps.

These products are key enablers for inter-connecting servers, routers, switches, storage and other infrastructure equipment that process, store and transport data traffic.

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Our Prestera and Teralynx Ethernet switches integrate market-optimized innovative features, such as advanced tunneling and routing, high throughput forwarding, and packet processing that make networks more effective at delivering content with low-latency and high-reliability.

Our Ethernet switch product portfolio ranges from low-power, five-port switches to highly integrated, multi-terabit Ethernet devices that can be interconnected to form massive network solutions.

Our comprehensive Ethernet switch portfolio addresses enterprise campus, enterprise data center, industrial, carrier, cloud and AI system applications.

The feature-rich Prestera® switch portfolio includes silicon optimized for each market and use case, with capacities ranging from 12Gbps to 12.8Tbps.

The high-bandwidth Teralynx® switch portfolio is optimized for cloud data centers, with capacities up to 51.2Tbps, and beyond.

We complement our Ethernet switches and infrastructure processors with a broad selection of Alaska Ethernet physical-layer transceivers for both optical and copper interconnects with advanced power management, link security, and time synchronization features.

Our Ethernet physical-layer transceiver portfolio addresses all the critical speeds ranging from 10Mbps to 1.6Tbps including the emerging Multi-Gigabit (“M-Gig”) speeds.

Our M-Gig products offer increased data rates over existing cabling infrastructure, supporting data rates beyond 1Gbps and up to 10Gbps.

Our Ethernet controllers and network adapters are optimized to accelerate and simplify data center and enterprise networking.

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Our Brightlane automotive Ethernet products provide the in-vehicle connectivity for key applications such as advanced driver assistance systems (“ADAS”), central gateways, body domain controllers, vehicle cameras, and in-vehicle infotainment.

Our automotive products are being used and adopted across the broad spectrum of vehicle types:

internal combustion engine (“ICE”) vehicles, battery electric vehicles (“BEVs”), plug-in hybrid electric vehicles (“PHEVs”), fuel cell electric vehicles (“FCEVs”) and traditional hybrids (“HEVs”).

Fibre Channel Products

Our QLogic Fibre Channel product family comprises of host bus adapters (“HBAs”) and controllers for server and storage system connectivity.

These products accelerate enterprise and data center applications, deliver a highly resilient infrastructure, enable greater server virtualization density along with an advanced set of data center diagnostic, orchestration and quality of service capabilities to optimize IT productivity.

Our latest Fibre Channel products are well-suited for use with all-flash arrays by offering best-in-class latency and performance.

We offer highly integrated semiconductors that provide single or multiple core processors, along with intelligent Layer 2 through 7 processing of the OSI (Open Systems Interconnection) stack which is the framework that governs network communications within enterprise, datacenter, storage, and carrier markets.

All of our products are compatible with standards-based operating systems and general-purpose software to enable ease of programming, and are supported by our ecosystem partners.

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The LiquidSecurity product family is a high-performance hardware-based transaction security solution for cloud data center and enterprise applications.

It address the high-performance security requirements for private key management and administration.

It addresses the high-performance security requirements for private key management and administration.

This family is available as an adapter with complete software or as a standalone appliance.

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the design, development and sale of integrated circuits.

For information regarding our revenue by geographic area, and property and equipment by geographic area, please see “Note 15 – Segment and Geographic Information” in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

For information regarding our revenue by geographic area, and property and equipment by geographic area, please see “Note 15 – Segment and Geographic Information” in our Notes to Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K for a discussion of the risks associated with our international operations.

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In this way, we believe we can more effectively offer a broader set of content into our key customers’ end products, without having multiple product groups separately engage the same customer.

We seek to complement and support our direct sales force with manufacturers’ representatives for our products in North America and Europe.

We seek to complement and support our direct sales force with manufacturers’ representatives for our products in North America.

In addition, we have contracted with distributors who support our sales and marketing activities in the United States, Europe and Asia.

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Distributor A 24 % 20 % 15 %

Net revenue attributable to Distributor A increased due to the change of four large module makers from direct to distribution accounts to align with our support business model in Asia.

Net revenue attributable to Distributor A increased due to the four module makers whose business activity increased in fiscal 2024 as they were involved in supporting data center sales to hyperscale customers.

We continue to monitor the creditworthiness of our customers and distributors and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Inventory and Working Capital

We typically place firm orders with our suppliers up to 52 weeks prior to the anticipated delivery date and typically prior to an order for the product.

Starting in fiscal 2022 and through the first half of fiscal 2023, in response to a large increase in demand from our customers for our products in a majority of our end markets as they continued to invest in data infrastructure, our operations team continued to increase production with our global supply chain partners to alleviate supply constraints.

However, with the start of a broad inventory correction in the semiconductor industry, supply constraints have now mostly resolved.

To secure capacity over the long term, we have entered into and expect to continue to enter into capacity reservation arrangements with certain foundries and partners for substrates.

Our products typically have long multi-year lifecycles and we often maintain substantial inventories because the semiconductor industry is characterized by short lead time orders and quick delivery schedules.

We typically place firm orders with our suppliers up to 26 weeks prior to the anticipated delivery to our customer and may make further supply commitments up to 52 weeks to secure capacity.

Occasionally, orders may be placed in advance of receiving a binding order from our customers.

To secure capacity over the long term, we have entered into and expect to continue to enter into capacity reservation arrangements with certain foundries and substrate partners.

We often maintain substantial inventories to meet short lead time orders for multi-year product runs.

Research and Development

We believe that our future success depends on our ability to introduce improvements to our existing products and to develop new products that deliver cost-effective solutions for both existing and new markets.

Our research and development efforts are directed largely to the development of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits with the smallest die size and lowest power.

Our research and development efforts are directed largely to the development of high-performance analog, mixed-signal, digital signal processing and accelerated compute circuits based on known microprocessor architectures with highest performance and lowest power consumption.

We devote a significant portion of our resources to expanding our product portfolio based on a broad intellectual property portfolio with designs that are intended to enable high-performance, reliable communications over a variety of physical transmission media.

We are also focused on incorporating functions currently provided by stand-alone integrated circuits into our integrated platform solutions to reduce our customers’ overall system costs.

Our portfolio of products is based on foundational intellectual property on leading edge Advanced CMOS processes in 5nm and 3nm.

Our development will also include state-of-the-art improvements of available process technologies in 2nm and below geometries.

Advanced packaging technologies are also critical for reducing and optimizing overall system costs.

Advanced packaging techniques like Chip on Wafer on Substrate (“CoWoS”), Integrated fanout (“InFo”) along with advanced substrates, thermal solutions enable large 2.5D/3D interposers for complex accelerated compute ASICs.

We have assembled a core team of engineers who have experience in the areas of complementary metal oxide semiconductor (“CMOS”) technology, digital signal processing, electro-optics, embedded microprocessors, mixed-signal circuit design, silicon photonics, and system-level architectures.

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Environmental Management

We are also subject to environmental rules and regulations in multiple jurisdictions, such as the EU Directive on Restriction of Hazardous Substances (RoHS), the EU Regulation, Evaluation and Authorization of Chemicals SVHC Substances Directive, the EU Waste Electrical and Electronic Equipment Directive (WEEE Directive), China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, and California Safe Drinking Water and Toxic Enforcement Act of 1986.

We are also subject to environmental rules and regulations in multiple jurisdictions, such as the European Union (“EU”) Directive on Restriction of Hazardous Substances (“RoHS”), the EU Regulation, Evaluation and Authorization of Chemicals SVHC Substances Directive, the EU Waste Electrical and Electronic Equipment Directive (“WEEE Directive”), China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, and California Safe Drinking Water and Toxic Enforcement Act of 1986.

We believe that our products comply with the current Restriction of Hazardous Substances Directive, the European legislation that restricts the use of a number of substances, including lead, and the Regulation, Evaluation and Authorization of Chemicals SVHC Substances Directive.

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Intellectual Property

Our future revenue growth and overall success depend in large part on our ability to protect our intellectual property.

Our future revenue growth and overall success depend in large part on our ability to protect our intellectual property (“IP”).

We rely on a combination of patents, copyrights, trademarks, trade secrets, contractual provisions, confidentiality agreements and licenses to protect our intellectual property.

As of January 28, 2023, we have over 10,000 issued patents and pending patent applications in the United States and other countries, covering various aspects of our technology.

The expiration of our patents range from 2023 to 2042, and none of the patents expiring in the near future are expected to be material to our IP portfolio as we are not substantially dependent on any single patent or group of related patents.

As of February 3, 2024, we have over 10,000 issued patents and pending patent applications in the United States and other countries, covering various aspects of our technology.

The expiration of our patents ranges from 2024 to 2043, and none of the patents expiring in the near future are expected to be material to our IP portfolio as we are not substantially dependent on any single patent or group of related patents.

While we believe the duration of our patents generally covers the expected lives of our products, our patents may not collectively or individually cover every feature on innovation in our product.

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Although we defend these claims vigorously, it is possible that we will not prevail in pending or future lawsuits.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K and “Note 6 – Commitments and Contingencies” in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8, of this Annual Report on Form 10-K for further discussion of the risks associated with patent litigation matters.

Cyber Security and Information Security Risk Oversight

The Company has a Cyber Security Governance Committee composed of executives and subject matter experts who meet no less than quarterly to review the Company’s information security, programs, policies, and projects.

The Company’s Internal Audit Group reviews the cyber security governance and controls annually.

In addition, at least quarterly the Audit Committee reviews reports on cyber security from the Chief Information Officer, the Chief Information Security Officer and other members of the Company’s management team.

We regularly perform risk assessments relating to cyber security and technology risks.

More specifically, an independent third party performs a quarterly penetration test of Marvell’s IT infrastructure.

In addition to quarterly penetration testing, at least once a year, we bring in an independent third party security firm to perform additional tests and audits.

Risks identified in this process are analyzed to determine the impact on the Company and the likelihood of occurrence.

Such risks are continuously monitored.

We conduct information security training as part of our ongoing compliance program, and every employee of the Company is required to participate in such training.

We install and regularly update anti-malware and endpoint detection and response (EDR software) on all IT-managed systems and workstations to detect and prevent malicious code from impacting our systems.

The Company has not experienced a material security breach in the last three years, and as a result, we have not incurred any net expenses from such a breach.

We have not been penalized or paid any amount under an information security breach settlement over the last three years.

Further, the Company periodically assesses its insurance coverage and has determined not to purchase cyber related insurance.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K and “Note 6 – Commitments and Contingencies” in our Notes to Consolidated Financial Statements set forth in Part II, Item 8, of this Annual Report on Form 10-K for further discussion of the risks associated with patent litigation matters.

The markets for our products are intensely competitive, and are characterized by rapid technological change, evolving industry standards, frequent new product introductions and pricing pressures.

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• the number and nature of our competitors in a given market.

Companies that compete directly with our businesses include, but are not limited to, Advanced Micro Devices, Inc.(“AMD”), Astera Labs, Inc., Broadcom Inc.(“Broadcom”), Cisco Systems, Inc.(“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, MACOM Technology Solutions Holdings, Inc., MediaTek Inc., Microchip Technology Inc., Montage Technology, Nvidia Corporation, NXP Semiconductors N.V., Phison Electronics Corporation, Qualcomm Incorporated (“Qualcomm”), Rambus, Inc., Realtek Semiconductor Corporation, Semtech Corporation, Silicon Motion Technology Corporation, and Socionext Inc.

Companies that compete directly with our businesses include, but are not limited to, Advanced Micro Devices, Inc.(“AMD”), Alchip Technologies (“Alchip”), Alphawave Semi (“Alphawave”), Astera Labs, Inc., Broadcom Inc.(“Broadcom”), Cisco Systems, Inc.(“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, Global Unichip Corporation (“GUC”), MACOM Technology Solutions Holdings, Inc., MediaTek Inc., Microchip Technology Inc., Montage Technology, Nvidia Corporation, NXP Semiconductors N.V., Phison Electronics Corporation, Qualcomm Incorporated (“Qualcomm”), Rambus, Inc., Realtek Semiconductor Corporation, Semtech Corporation, Silicon Motion Technology Corporation, and Socionext Inc.

We expect increased competition in the future from both emerging and established companies, as well as from alliances among competitors, customers or other third parties, any of which could acquire significant market share.

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See “Risk Factors” under Item 1A of this Annual Report on Form 10-K for a discussion of pricing risks.

Sustainability

We are strengthening the company by acting on our highest priority sustainability topics.

By integrating environmental and social considerations into our operations, supply chain and product design, we aim to deliver innovative semiconductor solutions that reduce impacts throughout our full value chain and meet customer expectations.

Our sustainability initiatives are a corporate priority and strongly supported by our Board of Directors and leadership team.

The following sections provide an overview of Human Capital and Climate Change management.

More information can be found on the Environmental, Social and Governance (“ESG”) section of our website and in our annual ESG Report.

Information contained on our website or in our annual ESG Report is not incorporated by reference into this or any other report we file with the SEC.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K for a discussion of risks and uncertainties we face related to sustainability.

Human Capital

We believe that attracting, retaining and motivating a workforce with the ability to support our leading position in semiconductor innovation is essential to effectively execute our strategy.

Accordingly, we believe our success depends on our ability to attract, retain and motivate the highly skilled talent necessary to scale our business.

We believe the people who work here are our greatest resource, and we encourage and empower all individuals employed at Marvell to excel to their greatest potential.

We seek to create an environment that fuels collaboration and innovation, inspires our employees to give their best, and enables our business to thrive.

We work hard to attract the industry’s best talent, provide opportunities to learn and grow, and create an environment where our employees feel motivated, appreciated and engaged, and have a pathway to building a long-term career at Marvell.

We believe that engaged and supported employees lead to innovation and collaboration, enabling our company to maintain a leadership position in our industry.

Our ability to attract and retain the best talent from diverse backgrounds and establish a culture that embraces integrity, respect and inclusion is key to our goal to be a great place of work.

We work hard to provide opportunities to learn and grow, and create an environment where our employees feel motivated, appreciated and engaged, and have a pathway to building a long-term career at Marvell.

Our Board of Directors (the “Board”) and its committees share oversight of our human capital management strategy.

The Nominating and Governance Committee has oversight of our approach to human capital and inclusion and diversity as part of its broader focus on Environmental, Social, and Governance (“ESG”).

The Nominating and Governance Committee has oversight of our approach to human capital and inclusion and diversity as part of its broader focus on sustainability.

Marvell annually conducts talent reviews and succession planning and the Board receives updates regularly from senior management on succession planning, management talent assessment, attrition and employee survey results.

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The Executive Compensation Committee provides oversight of our overall compensation philosophy, policies and programs, and their respective alignment with our human capital strategy.

The Company employed 7,448 people as of January 28, 2023.

As of January 28, 2023, our global workforce was comprised of approximately:

The Company employed 6,577 people as of February 3, 2024.

As of February 3, 2024, our global workforce was comprised of approximately:

99% full time employees and 1% part time employees.

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51% of employees are based in the Americas, 37% are in APAC (which includes India) and 12% are in EMEA.

At Marvell, we focus on employee retention by seeking to foster an environment where people can learn, develop, and advance their careers with us over the long term.

We regularly monitor employee turnover, as given the nature of our business, our success depends upon highly trained personnel with the technical skills necessary to execute on our business objectives.

We believe the combination of competitive compensation and career growth and development opportunities help to increase employee tenure and reduce voluntary turnover.

Intern and entry level professional new hires are an important part of our overall talent pipeline and strategy, as students and entry level professionals often have knowledge in the latest research and innovations, and we want Marvell to benefit from that knowledge.

Competitive Compensation and Benefits

We believe we provide comprehensive, market-competitive compensation and benefits, including affordable health and wellness coverage, globally and consider them a key priority for attracting and keeping top talent.

Each year, we benchmark our compensation and benefits programs against our industry peers to help ensure we maintain competitiveness in each of our markets.

We seek to align our executives’ long-term equity compensation with our stockholders’ interests by linking realizable pay with performance.

Culture, Engagement and Development

Marvell’s Core Behaviors lay the foundation of our culture and are centered around four key aspects:

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Our Core Behaviors also serve as a roadmap to help integrate employees as we grow through hiring and acquisitions.

We seek to take a holistic approach to helping employees feel engaged, connected and supported — from employee and family events, to learning and development, to weekly Company-wide emails from our CEO.

One of the ways we measure levels of engagement is through our annual Voice of the Employee Survey.

Survey results help us to better understand employee needs and opportunities for improvement, and to develop action plans to address them.

We offer a variety of employee training programs, including management training programs aligned with the level of managers, technical training, mandatory compliance trainings and voluntary professional development opportunities.

In addition, we organize a wide range of employee events designed to foster a sense of community at Marvell.

The COVID-19 pandemic has presented challenges for all individuals and businesses.

Our leadership has continued to engage and support employees through the pandemic in a range of ways, including sending frequent communication and resources, providing a number of four day “recharge weekends,” and surveying employees on the experience of working from home.

See the Health and Safety section below for more details.

Attracting and Retaining the Best Talent

We continue to invest in attracting and recruiting the best talent from across the world.

By developing new sourcing strategies, we are striving for continuous flow of talent, despite the competitive market in technical talent.

Our annual internship program has been a strong source of talent for our company.

We also attract a diverse workforce through our university recruiting program, which helps us hire students across all degree levels from a number of universities around the world.

This strategy helps provide us with a diversity of knowledge and unique approaches to solving technological challenges.

We are actively focused on retaining our people through our rewards, benefits, employee engagement and development programs, as well as by fostering an inclusive culture where our employees feel appreciated and purposeful.

We are committed to offering our employees a comprehensive benefits package, competitive compensation, a range of wellness offerings, flexibility in hybrid work options and a safe work environment.

Our efforts at retention also include measuring and evaluating employee turnover rates to obtain insights into employee dissatisfaction and to influence our actions and improve our internal policies.

Growing and Developing Our People

At Marvell, we pride ourselves on a culture of continuous learning, where we invest in the professional growth and careers of our employees.

We have a variety of offerings including workshops, coaching, mentoring and educational resources, to develop employees so that they have the skills they need to deliver on our current and future business priorities.

Engineers and technical professionals make up the majority of our employee population.

To support and develop our engineers, we offer avenues to pursue either technical or managerial career tracks at Marvell.

We have also developed a suite of programs and events that provide opportunities for engineers to learn new skills, mentor colleagues and participate in activities that build our technical community around the world.

Inclusion and Diversity

Marvell is committed to creating and fostering an inclusive, diverse and engaging workplace where people feel fulfilled, inspired and motivated to learn and grow both personally and professionally.

We value the uniqueness that a diverse global team brings to our company, and we are focused on creating an environment that fully leverages the perspectives and contributions of every individual.

At Marvell, we strive to create a workplace where every employee, regardless of background, feels respected and valued for who they are as an individual.

This is a Core Behavior that guides our work.

We also believe that a diverse, inclusive and equitable culture brings unique value to the work we do, as individuals and as a company.

Our Inclusion and Diversity (“I&D”) approach is centered around three key aspects:

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• Lead in the marketplace and community

Building a Great Place to Work

The mental, emotional and physical wellbeing of our employees is a top priority for our company.

To create a safe workplace where people thrive, we continue to listen to our employees and evolve with their needs.

We work to provide support during times of mental stress or emotional challenges through a range of mental health resources.

Another way we support employees is through paid time off for wellness.

For example, we provide three recharge weekends throughout the year for our global employees, that allow them to focus on self-care, minimizing the risk of burnout and boosting productivity.

Across the globe, many of our offices host events dedicated to employee fitness.

We continue to introduce programs to support working parents, both globally and by country.

Everyone deserves a safe workplace and this includes our employees, contractors and visitors.

While our workplaces are mainly office facilities, with limited safety hazards, we recognize the importance of preventing and addressing any risks that may occur.

We work to prevent injury by focusing on ergonomics, internal audits and inspections, training and reporting mechanisms.

Fostering Organizational and Team Health

Nurturing the health of our company and teams starts with listening to and engaging with our employees globally.

Recognizing that listening to our employees is critical to identifying opportunities to enhance our culture, we consistently look for new ways to solicit employees’ feedback.

We also measure levels of engagement through our annual Voice of the Employee Survey, which helps us better understand employee needs and opportunities for improvement, and to develop action plans to address them.

In addition, we measure levels of engagement in individual teams by gathering feedback from employees through a Manager 180 Survey.

How we work at Marvell is central to our culture.

Our hybrid model allows flexibility for employees to work from home some of the time, while maintaining Marvell offices as a destination to collaborate, socialize with their teams, and engage customers.

Our goal is to foster a dynamic workplace for our employees working from homes and offices all over the world, enabled by technology and powered by our core behaviors.

Climate Change

We are working on climate change mitigation and adaptation strategies in our direct operations and supply chain, to improve our resilience to potential risks and align our strategies with the goals of the Paris Agreement.

Management is responsible for formulating and executing our climate strategy.

Marvell also runs an executive-level Sustainability Committee to provide senior leadership and strategic guidance on sustainability, as well as Sustainability Working Groups who are responsible for gathering data, setting strategy and goals, and supporting disclosure efforts on material sustainability topics.

Marvell’s Chief Operations Officer (the “COO”) is the executive sponsor of the Environment Working Group and has overall responsibility at the executive level for climate strategy and related issues.

The COO is responsible for assessing and leading the management of climate-related risks and opportunities, elevating stakeholder concerns and guiding the implementation of climate-related policies, programs and disclosures.

The COO is also a member of the executive-level Sustainability Committee, and, in that capacity, is responsible for elevating climate topics to Marvell’s senior leadership and, ultimately, to the Board’s Nominating and Governance and Audit Committees.

The Nominating and Governance Committee has oversight of our climate strategy and sustainability matters and receives quarterly updates on our sustainability performance.

Our Board of Directors receives periodic updates on our sustainability performance.

Preparing for and responding to climate related risks and opportunities in our direct operations and supply chain is one of the key aspects of our business strategy.

We have reported against the Task Force for Climate-related Financial Disclosures (“TCFD”) framework in our fiscal 2023 ESG Report and have conducted scenario analysis on the potential impacts of climate change to our business in alignment with the TCFD framework.

We have developed a 2030 Science Based Target to reduce greenhouse gas emissions across our value chain.

We are working to strengthen our business by decarbonizing our operations, primarily our offices and Research & Development hubs.

In addition, we are focused on developing power-efficient semiconductor solutions that help reduce energy consumption during the use phase.

Across our product categories, we work collaboratively with our customers to meet their needs to optimize power performance.

As a fabless semiconductor company, we also have a key opportunity to reduce our carbon impact in our supply chain.

We engage our direct suppliers to reduce our own emissions and enable our customers to reduce their upstream emissions.

Health and Safety

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We encourage our employees to report unsafe conditions.

Climate Change

Climate change is an important topic for Marvell.

We recognize that climate change may pose potential risks and may create potential opportunities to our organization and are taking steps to further identify and assess the nature and magnitude of these risks and opportunities.

As such, Marvell is working to develop plans to mitigate and manage any potential material climate change risks and to benefit from any potential climate change opportunities.

Management is responsible for formulating and executing our climate strategy.

Marvell also runs an executive-level ESG Committee to provide senior leadership and strategic guidance on ESG, as well as ESG Working Groups who are responsible for gathering data, setting strategy and goals, and supporting disclosure efforts on material ESG topics.

Marvell’s Chief Operations Officer (the “COO”) is the executive sponsor of the Environment Working Groups and has overall responsibility at the executive level for climate strategy and related issues.

The COO is also a member of the executive-level ESG Committee, and, in that capacity, is responsible for elevating climate topics to Marvell’s senior leadership and, ultimately, to the Board’s Nominating and Governance and Audit Committees.

The Nominating and Governance Committee has oversight of our climate strategy and ESG matters and receives quarterly updates on our ESG performance.

Our Board of Directors receives periodic updates on our ESG performance.

Marvell has an enterprise risk management process in place that may be leveraged to help identify potential climate-related risks and to assess the magnitude of such risks.

We have already committed to and are in the process of setting a Science Based Target aligned with the latest climate science to remain within the 1.5°C warming limit established under the Paris Agreement.

We have reported against the Task Force for Climate-related Financial Disclosures (“TCFD”) framework in our Fiscal Year 2022 ESG Report and have conducted scenario analysis on the potential impacts of climate change to our business in alignment with the TCFD framework.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business