Sara Andrews
Marvell TechnologyAbout Sara Andrews
Sara Andrews, age 61, has served as an independent director of Marvell Technology since 2022. She is the Chief Information Security Officer (CISO) of Experian plc (since April 2022), and previously was SVP & CISO at PepsiCo (2014–2022) and Chief Network Security Officer at Verizon (1997–2014). She holds a B.S. in Industrial Engineering from Auburn University and an MBA from Brenau University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Experian plc | Chief Information Security Officer | Apr 2022–present | Global cyber risk leadership |
| PepsiCo, Inc. | SVP & Chief Information Security Officer | Jul 2014–Apr 2022 | Enterprise cyber governance |
| Verizon Communications, Inc. | Chief Network Security Officer | Jun 1997–Jul 2014 | Wireline network security oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LogMeIn, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Mandiant, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Collin County Children’s Advocacy Center | Director (prior) | Not disclosed | Non-profit |
| CISO Coalition National Leadership Board | Member | Not disclosed | Industry leadership network |
Board Governance
- Committee assignments: Audit Committee member (9 meetings in FY2025) .
- Independence: Board determined all non-employee directors (including Sara Andrews) are independent under Nasdaq/SEC rules; no related-party transactions disclosed for Andrews .
- Attendance: Board met 6 times in FY2025; each director attended ≥75% of Board and committee meetings; average director attendance ~98% .
- Election results (signal of investor confidence): At June 13, 2025 Annual Meeting, votes for Sara Andrews 606,907,468; against 1,298,916; abstain 665,357; broker non-votes 117,168,754 .
Fixed Compensation
| Component | FY2025 Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Audit Committee member fee | $15,000 |
| Total cash fees (paid) | $115,000 |
Notes:
- Director cash fee framework increased for certain chair roles in Q4 FY2025; Audit member fee remained $15,000 .
Performance Compensation
| Equity Instrument | Grant Date | Shares | Grant-date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| RSU (Annual Director Grant) | Jun 2024 | 3,289 | $240,120 | 100% on earlier of next annual meeting or 1-year anniversary; June 13, 2025 vest date; settlement of June 2024 grant deferred by director |
| RSU (Form 4) | Jun 20, 2024 | 3,289 | $0 price (RSU) | Vests 100% on earlier of next annual meeting or one-year from grant |
Notes:
- Director equity grants are time-based RSUs (no performance metrics) under the Amended and Restated 1995 Stock Option Plan; annual target fair value was $235,000 for FY2025 (increasing to $250,000 in June 2025), calculated on 30-day average closing price .
Other Directorships & Interlocks
| Company | Relationship to MRVL | Disclosure |
|---|---|---|
| Experian plc (employer) | No MRVL-related transactions disclosed | Not listed in related-party section |
| LogMeIn, Inc.; Mandiant, Inc. (prior boards) | No MRVL-related interlocks disclosed | Prior boards noted in biography |
Expertise & Qualifications
- Cybersecurity and technology risk management (skills matrix indicates technology/risk/cybersecurity; public company board; global expertise; industry knowledge) .
- Industrial engineering and MBA credentials .
- Large-scale operations exposure from PepsiCo and Verizon .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 9,788 shares |
| RSUs outstanding (unvested) | 3,289 RSUs, vesting June 13, 2025; settlement deferred |
| Shares outstanding (basis for % ownership) | 865,972,449 shares |
| Ownership as % of shares outstanding | ~0.0011% (9,788 ÷ 865,972,449) |
| Hedging/pledging policy | Prohibits holding MRVL securities in margin accounts, pledging as collateral, and hedging/derivative transactions |
| Director ownership guideline | 5× annual cash retainer; 5-year compliance window; all directors met or within compliance period at FY2025 year-end |
Governance Assessment
- Strengths: Independent director; Audit Committee member on a board emphasizing quarterly executive sessions and strong risk oversight (including cybersecurity) . High shareholder support in 2025 election (606.9M “for” votes) indicating investor confidence .
- Alignment: Director pay skewed toward equity (~$240,120 equity vs $115,000 cash in FY2025), aligning with shareholder interests; RSUs time-based without performance hurdles typical for director compensation .
- Independence & conflicts: No related-party transactions or interlocks disclosed for Andrews; board independence affirmed . Strict anti-hedging/pledging policy supports alignment .
- Attendance & engagement: Board average attendance ~98% with minimum ≥75% per director; Audit Committee met 9 times; signals active oversight .
- Red flags: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or unusual director pay practices. Note: settlement deferral of June 2024 RSU grant is permitted and disclosed; not a governance concern on its face .