Marachel L. Knight
Marvell TechnologyAbout Marachel L. Knight
Marachel L. Knight, age 52, has served as an independent director of Marvell Technology, Inc. since 2020. She retired from AT&T in December 2022 after a 27-year career culminating as SVP of Strategic Program Realization, and holds an M.S. in Information Networking from Carnegie Mellon University and a B.S. in Electrical Engineering from Florida State University. Her board skills emphasize operations, technology and risk management/cybersecurity, public company board experience, global expertise, and industry knowledge in carrier infrastructure and 5G rollouts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T, Inc. | SVP, Strategic Program Realization (managed prioritization of multi-billion-dollar capital portfolio; delivered strategic initiatives across the enterprise) | 2022 (retired Dec 2022) | Oversight of enterprise-wide programs |
| AT&T, Inc. | SVP, Technology Planning & Operations | Apr 2021–Apr 2022 | Planning/operations leadership |
| AT&T, Inc. | SVP, Engineering & Operations | 2020–2021 | Operations and engineering execution |
| AT&T, Inc. | SVP, Technology Services & Operations | 2019–2020 | Technology services oversight |
| AT&T, Inc. | SVP, Wireless & Access Engineering, Construction & Operations | 2018–2019 | Wireless/access network deployment |
| AT&T, Inc. | SVP, Technology Planning & Engineering | 2017–2018 | Network technology planning |
| AT&T, Inc. | SVP — Wireless Network Architecture & Design | 2017 | Wireless architecture/design leadership |
| AT&T, Inc. | VP — Advanced Technology Planning & Realization | 2016–2017 | Advanced tech program execution |
| AT&T, Inc. | VP — Construction & Engineering (Midwest Region) | 2015–2016 | Regional construction/engineering |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LM Ericsson Telephone Company | Director | Current | Not disclosed in MRVL proxy |
Board Governance
- Independence: Independent director; Board determined all non-employee directors (including Knight) are independent under Nasdaq/SEC rules .
- Committee assignments (FY25 year-end): Member, Nominating & Governance (N&G) Committee; not on Audit or Executive Compensation Committee (ECC). N&G met 5 times; Board held 6 meetings in FY25 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; average director attendance ~98% .
- Lead independent director structure: Board combines Chair/CEO with a lead independent director; Brad Buss designated lead independent director effective at the 2025 Annual Meeting .
- Governance practices: Regular executive sessions of independent directors; director training; majority independent Board; committee charters reviewed annually .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Cash Fees (Knight) | $110,710 | Actual fees paid for FY25 as disclosed |
| Cash Program Elements (reference) | $100,000 annual retainer; $9,000 N&G member fee | Chair/member fees: Audit Chair $35,000; ECC Chair $27,500; N&G Chair $20,000; increases effective in Q4 FY25 (prior N&G member $7,500) |
Performance Compensation
Directors receive annual time-based RSUs (no performance-linked metrics). The Annual RSU Award fair value is set at $235,000 (increasing to $250,000 in June 2025), vesting fully by the next Annual Meeting or at 1-year anniversary; grants use the 30-day average closing price to determine units .
| Equity Award Detail | Value / Shares | Vesting |
|---|---|---|
| FY25 Stock Awards (Knight) | $240,120 | Grant-date fair value under ASC 718 |
| RSUs Outstanding (Knight) | 3,289 shares | Vesting date: June 13, 2025 |
No director PSUs/options or performance metrics are disclosed for non-employee directors; awards are time-based RSUs .
Other Directorships & Interlocks
- Current public board: LM Ericsson Telephone Company .
- MRVL related-party review: Board disclosed minor commercial relationships for other directors (Adobe, KLA) under 1% of revenue; no related-party transactions disclosed for Knight .
Expertise & Qualifications
- Technical and operational leadership at scale; deep experience in 5G planning and rollouts aligned with MRVL’s carrier infrastructure end market .
- Skills matrix flags operations, technology/risk management/cybersecurity, public-company board experience, global expertise, industry knowledge .
- Education: M.S. Information Networking (Carnegie Mellon); B.S. Electrical Engineering (Florida State) .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Beneficial ownership (Knight) | 19,675 shares; held in trust for which Knight is sole beneficiary and sole trustee |
| Ownership as % of outstanding | <1% (company notes “less than one percent”) |
| RSUs outstanding (director grant) | 3,289 shares; vest June 13, 2025 |
| Hedging/pledging | Prohibited for directors/officers; no pledging or hedging allowed |
| Ownership guidelines | Directors must hold shares worth 5x annual cash retainer; all directors met guidelines as of FY25 either by attainment or being within the compliance period |
Governance Assessment
- Board effectiveness: Knight adds strong operator/network expertise and 5G domain knowledge to MRVL’s portfolio; active N&G committee participation supports board refresh, succession, and governance oversight .
- Independence & conflicts: Independent status confirmed; no Knight-specific related-party transactions disclosed—reduces conflict risk .
- Engagement & attendance: Board average attendance ~98%; each director ≥75% supports engagement; directors encouraged to attend the Annual Meeting and all nominees attended last year .
- Compensation alignment: Director pay is market-aligned with modest cash and time-based equity; RSUs vest within ~1 year, with ownership guidelines and anti-hedging/pledging policies enhancing alignment .
- Broader governance signals: Prior low Say-on-Pay support (~52% in 2024) prompted enhanced shareholder engagement and program changes, reflecting responsiveness; while executive pay context, it indicates active governance/feedback loops relevant to board oversight .
RED FLAGS
- None disclosed specific to Knight (no related-party transactions, no Section 16(a) delinquencies). The company prohibits pledging/hedging, mitigating alignment risks .
Watch Items
- External board at LM Ericsson: Not a disclosed conflict, but ongoing monitoring advisable given MRVL’s carrier infrastructure exposure; no transactions with Ericsson disclosed in the proxy .
- Evolving board leadership structure: Combined Chair/CEO with lead independent director; continued evaluation of independence/oversight remains a governance focus area .