Richard P. Wallace
Marvell TechnologyAbout Richard P. Wallace
Richard P. Wallace, age 65, is an independent director of Marvell Technology (MRVL) since April 2024. He is President & CEO of KLA Corporation and has served on KLA’s board since 2006. Wallace holds a B.S. in Electrical Engineering from the University of Michigan and an M.S. in Engineering Management from Santa Clara University, where he also taught strategic marketing and global competitiveness. His 37-year KLA tenure spans senior operating roles, including President & COO, EVP Customer Group, and EVP Wafer Inspection.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| KLA Corporation | President & CEO; Director | CEO since Jan 2006; President since Nov 2008; Director since 2006 | Led core operating groups including Customer Group and Wafer Inspection; deep semiconductor capital equipment operating experience |
| KLA Instruments | Applications Engineer; various GM roles | Joined 1988; progressed through leadership roles | Built end-market, technology, and operations expertise |
| Ultratech Stepper | Various roles | Earlier career | Semiconductor equipment operating exposure |
| Cypress Semiconductor | Various roles | Earlier career | Semiconductors operating exposure |
| Procter & Gamble | Various roles | Earlier career | Fortune 500 operating discipline |
| SEMI (industry association) | Director; Chairman of the Board (prior) | Prior service | Industry leadership and policy interface |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| KLA Corporation | Director | Current | CEO-Chair interlock: CEO of supplier to MRVL; Board affirmed MRVL independence determination given de minimis transactions |
| Splunk, Inc. | Director | Former | Prior public board service |
| NetApp, Inc. | Director | Former | Prior public board service |
| Proofpoint, Inc. | Director | Former | Prior public board service |
| Beckman Coulter Inc. | Director | Former | Prior public board service |
| SEMI | Director; Chair (prior) | Former | Semiconductor industry association leadership |
Board Governance
- Independence: Board determined Wallace is independent under Nasdaq/SEC standards. MRVL purchases from KLA (where he is CEO) represented <1% of revenue for both companies; the Board concluded no conflict with independence standards.
- Committees: Executive Compensation Committee (ECC) member in FY25; not on Audit or Nominating & Governance (N&G).
- Committee interlocks: No compensation committee interlocks identified in FY25. Comp consultant (Compensia) determined to have no conflicts.
- Attendance: Board met 6 times in FY25; all current directors attended ≥75% of board/committee meetings; average attendance ~98%.
- Board leadership: Combined Chair/CEO with a Lead Independent Director; Mr. Buss designated Lead Independent Director effective annual meeting date in 2025. Executive sessions held regularly without management.
Fixed Compensation (Director)
| Component | FY25 Program (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly, prorated for service length |
| ECC Member Fee | $10,000 | Chair fee would be $27,500; Wallace was a member |
| Travel/Expenses | Reimbursed | Reasonable out-of-pocket expenses reimbursed |
Director compensation actually paid to Wallace in FY25:
| Item | Amount (USD) |
|---|---|
| Fees Paid | $83,945 |
| Stock Awards (Grant-Date Fair Value) | $273,725 |
| Total | $357,670 |
Performance Compensation (Director Equity)
| Equity Type | Standard Annual Grant | Vesting | Wallace FY25 Outstanding/Notes |
|---|---|---|---|
| RSUs (time-based) | $235,000 FV (increasing to $250,000 in June 2025); value based on 30-day avg price | 100% on earlier of 1-year anniversary or next annual meeting | 3,289 RSUs outstanding as of Feb 1, 2025; vesting June 13, 2025 |
- Equity awards for non-employee directors are time-based (no performance metrics); prorated when joining mid-cycle. Wallace joined mid-year and received a prorated grant plus the annual grant at the 2024 meeting.
Other Directorships & Interlocks
- Current: KLA Corporation director (also CEO).
- Prior: Splunk, NetApp, Proofpoint, Beckman Coulter; SEMI director/chair.
- Related-party exposure: MRVL purchases certain equipment/services from KLA; transactions were ordinary course, on commercially reasonable terms, and <1% of revenue for both companies; Board deemed no independence conflict.
- Compensation committee interlocks: None in FY25.
Expertise & Qualifications
- Skills matrix: C-level leadership; operations; governance/legal; technology/risk/cyber; public company board experience; global expertise; deep industry knowledge.
- Education: B.S. Electrical Engineering (University of Michigan); M.S. Engineering Management (Santa Clara University); taught strategic marketing/global competitiveness at SCU.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 1,098 shares as of Feb 1, 2025; less than 1% of outstanding |
| Unvested RSUs Outstanding | 3,289 RSUs; vesting June 13, 2025 |
| Ownership Guidelines | Directors must hold stock equal to 5x annual cash retainer within 5 years; all directors either met or are within compliance window as of FY25 year-end |
| Hedging/Pledging | Directors/officers prohibited from hedging, shorting, or pledging MRVL stock; no margin accounts allowed |
Insider Transactions (Form 4)
Note: Transactions are awards and exempt conversions/settlements; no open-market sales/purchases were reported in this period. Data from Form 4 filings retrieved programmatically.
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep semiconductor operating experience; member of ECC, contributing CEO-level perspective to pay design and oversight; no ECC interlocks in FY25.
- Robust board processes: high attendance, regular executive sessions, independent-led committees, and a Lead Independent Director structure.
- Director pay structure aligned with shareholders via annual RSUs and ownership guidelines; hedging/pledging prohibited (alignment safeguard).
- Insider activity shows only awards/settlements; no market sales observed in the period reviewed. (See Form 4 table above.)
- Watch items / potential conflicts:
- Related-party exposure due to Wallace’s CEO role at KLA, a supplier to MRVL. The Board disclosed purchases were immaterial (<1% of revenue for both) and affirmed independence; continue monitoring for magnitude changes or new arrangements.
- Say-on-Pay context: MRVL received ~52% support at the 2024 meeting; Board and ECC increased shareholder engagement and made adjustments (e.g., avoiding one-time awards, clarifying metrics). This is a board-level sentiment indicator to watch, though not specific to Wallace.
Additional Reference Tables
Director Compensation Program (FY25)
| Cash Element | Amount (USD) |
|---|---|
| Annual Retainer | $100,000 |
| Lead Independent Director Fee | $50,000 |
| Audit Chair / Member | $35,000 / $15,000 |
| ECC Chair / Member | $27,500 / $10,000 |
| N&G Chair / Member | $20,000 / $9,000 |
Non-Employee Director Equity Program
| Feature | Terms |
|---|---|
| Annual RSU grant | $235,000 FV (moving to $250,000 in June 2025) based on 30-day average price |
| Vesting | 100% on earlier of 1-year anniversary or next annual meeting; prorated for mid-year appointments |
Beneficial Ownership Snapshot (as of Feb 1, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Richard P. Wallace (Director) | 1,098 | <1% |
Committee Membership (FY25)
| Committee | Role |
|---|---|
| Executive Compensation Committee | Member |
Independence and Related-Party Summary
- Determination: Independent director (Nasdaq/SEC).
- Related-party transactions: Purchases from KLA ordinary course, <1% of revenue for both MRVL and KLA; independence preserved.
Overall, Wallace brings top-tier semiconductor operating and governance expertise with clear independence safeguards around his KLA role; his ECC service and ownership alignment support board effectiveness, with ongoing monitoring warranted for any expansion of KLA–MRVL transactions or shifts in shareholder sentiment on compensation.