Performance Stock Unit (PSU)

A performance stock unit is a form of restricted stock unit whose ultimate payout depends on the company achieving pre-set performance goals over a multi-year period — common metrics include relative total shareholder return, revenue growth, or an operating-margin target.

PSU grants are disclosed with a range: a threshold payout (the minimum earned if performance clears the lowest bar), a target payout (earned at expected performance), and a maximum payout (earned if performance exceeds the top of the range, often 150% to 200% of target). The grant-date fair value reported in the Summary Compensation Table is typically calculated at target, or using a model that accounts for the performance condition’s probability.

Because the eventual payout is unknown at grant, a PSU’s target-level fair value and its actual value years later, once the performance period ends, are two different numbers describing two different moments — the same distinction that separates the Summary Compensation Table’s grant-date figures from Compensation Actually Paid.

Marvell granted Sandeep Bharathi a performance stock unit award on July 15, 2025 with a target payout of 168,839 shares, rising to a maximum of 422,098 shares if the plan's performance conditions are exceeded.