Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As of the Merger Effective Time, the Board increased the number of directors on the Board from eight (8) to eleven (11) and appointed each of Syed
B. Ali, Brad W. Buss and Edward H. Frank to serve as members of the Board until the earlier to occur of the Companys 2019 annual general meeting of shareholders or such directors resignation or removal. Messrs. Ali and Buss and Dr, Frank
were appointed pursuant to the terms of the Merger Agreement, which required Marvell to take action necessary to cause the chairman of the board of directors of Cavium and two other members of Caviums board of directors to become members of
the Board as of the Merger Effective Time.
Syed B. Ali, age 59, was a founder of Cavium and served as its President, Chief Executive Officer and
Chairman of the Board of Directors of Cavium since the inception of Cavium in 2000 until the Merger Effective Time. From 1998 to 2000, Mr. Ali was Vice President of Marketing and Sales at Malleable Technologies, a communication chip company of
which he was a founding management team member. Malleable Technologies was acquired by
PMC-Sierra,
Inc., a communication integrated circuit company, in 2000. From 1994 to 1998, Mr. Ali was an Executive
Director at Samsung Electronics Co., Ltd. Prior to that, he had various positions at Wafer Scale Integration, a division of
SGS-Thomson,
Tandem Computers, Inc., and American Microsystems, Ltd. He received a
B.E. (Electrical Engineering) from Osmania University in Hyderabad, India, and an M.S.E. from the University of Michigan.
Brad W. Buss, age 54, served as
a director of Cavium from July 2016 until the Merger Effective Time. Mr. Buss was the Chief Financial Officer of SolarCity Corporation from 2014 until he retired in February 2016. Mr. Buss served as the Executive Vice President of Finance
and Administration and Chief Financial Officer of Cypress Semiconductor Corporation from 2005 to June 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems, Inc., Veba Electronics LLC and Wyle
Electronics, Inc. Mr. Buss serves on the board of directors for Tesla Motors Inc. and Advance Auto Parts, Inc. Mr. Buss served on the board of directors of CaféPress, Inc. from 2007 until July 2016. Mr. Buss holds a B.A. in
economics from McMaster University and an Honors Business Administration degree, majoring in finance and accounting, from the University of Windsor.
Edward H. Frank, Ph.D., age 62, served as a director of Cavium from July 2016 until the Merger Effective Time. Dr. Frank
co-founded
Cloud Parity Inc., a
voice-of-the-customer
startup in the San Francisco Bay
Area, in late 2013 and served as its Chief Executive Officer until September 2016. From 2009 through 2013, Dr. Frank was Vice President of Macintosh Hardware Systems Engineering at Apple, Inc. Before joining Apple, Dr. Frank was Corporate
Vice President of Research and Development at Broadcom Corporation. Prior to joining Broadcom, Dr. Frank was the founding Chief Executive Officer of Epigram, Inc., a developer of integrated circuits and software for home networking, which
Broadcom acquired in 1999. Dr. Frank serves on the board of directors of Analog Devices, Inc., eASIC Corporation, and Quantenna Communications, Inc., and is an advisor to several Bay Area venture capital firms and
startups. Dr. Frank served as a director of
Fusion-IO,
Inc. from 2013 until July 2014 when it was acquired by SanDisk Corporation. Dr. Frank holds a B.S.E.E. and M.S.E.E. from Stanford
University and a Ph.D. in Computer Science from Carnegie Mellon University. In 2018, Dr. Frank was elected to the National Academy of Engineering for his contribution to the development and commercialization of wireless networking products.
Each of Messrs. Ali and Buss and Dr. Frank will receive the standard compensation for a
non-employee
director of the Company. A description of
non-employee
director fees is set forth in the section entitled Compensation of Directors in the
Companys proxy statement filed May 17, 2018, which section is incorporated herein by reference.
The Company will also enter into an
indemnification agreement with each of Messrs. Ali and Buss and Dr. Frank, effective as of the Merger Effective Time. A copy of the Form of Indemnification Agreement was attached as Exhibit 10.1 to the Companys Current Report on Form
8-K
as filed with the SEC on October 10, 2008, and is incorporated herein by reference.