Rebecca W. House
Marvell TechnologyAbout Rebecca W. House
Rebecca W. House (age 52) is an independent director of Marvell Technology (MRVL) since August 2022. She serves as Senior Vice President, Chief People (since July 2020) and Legal Officer & Secretary (since January 2017) at Rockwell Automation; previously she was Assistant General Counsel, Operations & Compliance, and Assistant Secretary at Harley-Davidson. She holds a B.A. from the University of Wisconsin–Madison and a J.D., magna cum laude, from Harvard Law School. The Board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | SVP, Chief People and Legal Officer & Secretary | Legal since Jan 2017; Chief People since Jul 2020 | Executive leadership in HR, legal, risk oversight and sustainability |
| Harley-Davidson, Inc. | Assistant General Counsel, Operations & Compliance; Assistant Secretary | Not disclosed | Corporate legal, compliance, and governance support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FMI Funds, Inc. | Director | Not disclosed | Registered investment company board |
| Wisconsin Alumni Research Foundation (WARF) | Director | Not disclosed | Non-profit technology transfer board |
| Sojourner Family Peace Center | Director; former Board President | Not disclosed | Non-profit leadership |
Board Governance
- Board tenure: Director since 2022; nominated for re-election at the 2025 Annual Meeting and elected with 600,017,465 votes “for” (8,171,039 “against”).
- Independence: Board affirmed all non-employee directors (including House) are independent.
- Committees: Member, Nominating & Governance (N&G) Committee in fiscal 2025; not on Audit or Executive Compensation Committee (ECC).
- Committee activity (FY25): Audit 9 meetings; ECC 6; N&G 5.
- Attendance: Each current director attended at least 75% of Board and committee meetings in FY25; average attendance ~98%.
- Lead Independent Director: Brad Buss designated effective as of the 2025 Annual Meeting.
- Executive sessions: Independent directors met regularly in executive session.
Fixed Compensation
Marvell’s FY25 director pay framework and House’s FY25 compensation:
| Component | FY25 Program Terms | House FY25 Amount |
|---|---|---|
| Annual cash retainer | $100,000 | Included in fees |
| N&G Committee member fee | $9,000 (increased in Q4 FY25 from $7,500) | Included in fees |
| Equity retainer (RSUs) | $235,000 grant value (moving to $250,000 beginning June 2025) | $240,120 (grant-date fair value) |
| Total cash fees | Paid in arrears; prorated as applicable | $107,875 |
| Total FY25 compensation | Cash + Equity | $347,995 |
| RSU vesting convention | 100% on earlier of one-year anniversary or next Annual Meeting | See “Equity Ownership” (deferral election) |
Notes:
- Director equity awards are time-based RSUs; directors do not receive options or meeting fees.
- N&G reviewed and recommended increases to certain director fees in Q4 FY25 after consulting Compensia.
Performance Compensation
- Not applicable for non-employee directors. Marvell does not tie director compensation to performance metrics; director equity is time-based and vests at or before the next Annual Meeting.
Other Directorships & Interlocks
| Entity | Relationship to MRVL | Potential Conflict/Interlock |
|---|---|---|
| Rockwell Automation (House is SVP/CPO & CLO) | No MRVL disclosed transactions with Rockwell involving House | None disclosed; independence affirmed |
| FMI Funds, Inc.; WARF; Sojourner | No MRVL disclosed transactions | None disclosed |
| Compensation Committee interlocks | ECC members in FY25: Brown, Switz (Chair), Wallace; House not on ECC | No compensation committee interlock involving House |
Expertise & Qualifications
- Human capital, legal, risk oversight, sustainability, and general management experience; governance/legal and technology/risk skills reflected in skills matrix.
- Brings corporate governance expertise from leadership roles in public companies with global operations.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 2,251 shares (<1% of outstanding) | As of Feb 1, 2025; percent “<1%” per proxy table |
| RSUs outstanding | 3,289 | Scheduled vest date June 13, 2025; settlement deferred by House |
| Hedging/pledging | Prohibited for directors and officers | No pledging or hedging permitted under policy |
| Ownership guidelines | 5x basic annual cash retainer; 5-year window from Jun 24, 2020 or designation date | All directors met guidelines as of FY25 year-end (attained or within compliance period) |
Insider transactions:
- 2024-12-10 (filed): Form 4 reporting a gift of 1,500 shares.
- 2024-06-21 (filed for 2024-06-20 grant): Form 4 reflecting director RSU award subject to vesting at next Annual Meeting per program terms.
- 2025-06-17 (filed): Form 4 for House (details see EDGAR index).
Governance Assessment
- Strengths: Independent director with deep HR/legal/risk expertise; active on N&G during a period of board refreshment; strong attendance culture (Board average ~98%); clear restrictions on hedging/pledging and robust ownership guidelines; investors supported her re-election in 2025 (600.0M “for”, 8.2M “against”).
- Watch items: As an N&G member, she participates in recommending director compensation; FY25 included fee increases—standard practice but heightens the need for transparent benchmarking (Compensia engaged; no conflicts found). Concurrent executive role at Rockwell may raise time-commitment questions but no attendance shortfalls disclosed.
- Broader governance context: 2024 Say‑on‑Pay received ~52% support, prompting shareholder engagement and program adjustments; 2025 shareholder proposal for an independent chair failed (231.97M “for”, 375.90M “against”). These signals reflect active investor scrutiny of governance and pay.