Marvell Technology adds three independent directors
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Form Type
8-K
Rhea-AI Filing Summary
Marvell Technology, Inc. (MRVL) expanded its board from seven to ten members, appointing Donna C. Morris, Douglas R. Bettinger and Sasan K. Goodarzi as independent directors effective November 12, 2026. Morris and Goodarzi joined the Executive Compensation Committee, while Bettinger joined the Audit Committee. All three will stand for election at the 2027 annual meeting of stockholders.
Each will participate in the other non-employee directors’ compensation programs, including an annual retainer of $100,000 and an annual restricted stock unit grant valued at $250,000. Morris and Goodarzi will receive an annual Executive Compensation Committee fee of $10,000 each; Bettinger will receive an annual Audit Committee fee of $15,000. Each also received a prorated restricted stock unit award upon joining, which will vest on the date of the 2027 annual meeting. Marvell expects to enter into its standard indemnification agreement with each director.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size: 7 to 10 members
Annual director retainer: $100,000 per director
Annual restricted stock unit grant: $250,000 per director
+2 more
5 metrics
Board size
7 to 10 members
Expansion effective November 12, 2026
Annual director retainer
$100,000 per director
Annual compensation program
Annual restricted stock unit grant
$250,000 per director
Annual equity grant value
Executive Compensation Committee member fee
$10,000 per year
For Donna C. Morris and Sasan K. Goodarzi
Audit Committee member fee
$15,000 per year
For Douglas R. Bettinger
Key Terms
restricted stock units, audit committee financial expert, non-employee director, indemnification agreement
4 terms
restricted stock units financial
"annual equity grant of restricted stock units valued at $250,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
audit committee financial expert regulatory
"qualifies as an “audit committee financial expert”"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
non-employee director regulatory
"qualifies as a “non-employee director”"
indemnification agreement regulatory
"standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who joined the MRVL board in November 2026?
Donna C. Morris, Douglas R. Bettinger and Sasan K. Goodarzi joined as independent directors effective November 12, 2026. Morris and Goodarzi joined the Executive Compensation Committee, and Bettinger joined the Audit Committee.
What compensation will MRVL’s new directors receive?
Each will participate in the other non-employee directors’ programs, including an annual retainer of $100,000 and an annual restricted stock unit grant valued at $250,000. Morris and Goodarzi will receive an annual $10,000 Executive Compensation Committee fee each; Bettinger will receive an annual $15,000 Audit Committee fee. Each received a prorated restricted stock unit award upon joining, which will vest on the date of the 2027 annual meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 11, 2026
(Date of earliest event reported)
_________________________
(Exact name of registrant as specified in its charter)
_________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
(302 ) 295-4840
(Registrant’s telephone number, including area code)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2026 the Board of Directors (the "Board") of Marvell Technology, Inc. (the "Company") approved an increase in the size of the Board from seven (7) to ten (10) members and the appointments of Donna C. Morris, Douglas R. Bettinger and Sasan K. Goodarzi to the Board, in each case effective November 12, 2026. Ms. Morris and Mr. Goodarzi have been appointed to the Executive Compensation Committee of the Board, and Mr. Bettinger has been appointed to the Audit Committee of the Board. Each of Ms. Morris, Mr. Bettinger and Mr. Goodarzi will stand for election at the Company's 2027 annual meeting of stockholders.
The Board has determined that each of Ms. Morris, Mr. Bettinger and Mr. Goodarzi is an "independent director" as defined under the applicable rules and regulations of the Securities and Exchange Commission and the listing requirements and rules of The NASDAQ Stock Market. The Board has also determined that Mr. Bettinger satisfies the additional audit committee independence requirements of Rule 10A-3 and Nasdaq Listing Rule 5605(c)(2)(A) and qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K. The Board has also determined that each of Ms. Morris and Mr. Goodarzi satisfies the additional independence requirements applicable to members of the Executive Compensation Committee under Nasdaq Listing Rule 5605(d)(2)(A) and Rule 10C-1 under the Securities Exchange Act of 1934, as amended, and qualifies as a “non-employee director” within the meaning of Rule 16b-3 thereunder.
Donna C. Morris, age 59, is the Executive Vice President and Chief People Officer of Walmart Inc., a technology-powered omnichannel retailer, a position she has held since February 2020, where she is a member of Walmart's executive committee and leads the company's global people strategy. From April 2002 to January 2020, Ms. Morris held various roles at Adobe Inc., including most recently Chief Human Resources Officer and Executive Vice President, Employee Experience. Ms. Morris previously served as a director of Marvell Technology Group Ltd., the Company's predecessor, from May 2018 until July 2020. She currently serves on the boards of directors of UKG Inc., PhonePe and the Crystal Bridges Museum of American Art, and is a trustee of Fordham University. Ms. Morris holds a bachelor's degree in political science from Carleton University and is a Fellow of the National Academy of Human Resources.
Douglas R. Bettinger, age 59, is the Executive Vice President and Chief Financial Officer of Lam Research Corporation, a semiconductor equipment company, with responsibility for Finance, Tax, Treasury, Investor Relations and Corporate Analytics, and has served at Lam Research since 2013. Prior to joining Lam Research, Mr. Bettinger served as Senior Vice President and Chief Financial Officer of Avago Technologies (now Broadcom Inc.) from 2008 to 2013. From 2007 to 2008, he served as Vice President of Finance and Corporate Controller at Xilinx, Inc., and from 2004 to 2007, he was Chief Financial Officer at 24/7 Customer. Mr. Bettinger worked at Intel Corporation from 1993 to 2004, where he held several senior-level finance positions. Mr. Bettinger currently serves on the board of directors of Lattice Semiconductor Corporation and the Industrial Advisory Board of the University of Wisconsin College of Engineering, and from 2018 to 2025 served on the SEMI Board of Industry Leaders. Mr. Bettinger earned an M.B.A. in finance from the University of Michigan and a B.S. in economics from the University of Wisconsin–Madison.
Sasan K. Goodarzi, age 58, has served as President and Chief Executive Officer and a member of the board of directors of Intuit Inc., a global financial technology platform company, since January 2019, and as Chairman of its board of directors since January 2026. He previously served as Executive Vice President and General Manager of Intuit's Small Business Group from 2016 to 2018, Executive Vice President and General Manager of Intuit's Consumer Tax Group from 2015 to 2016, Senior Vice President and General Manager of the Consumer Tax Group from 2013 to 2015, and Senior Vice President and Chief Information Officer from 2011 to 2013, having rejoined Intuit after serving as Chief Executive Officer of Nexant Inc. beginning in November 2010. During his previous tenure at Intuit from 2004 to 2010, Mr. Goodarzi led several business units. Prior to Intuit, he served as Global President of the Products group at Invensys and held senior leadership roles at Honeywell Inc. From April 2018 to January 2026, Mr. Goodarzi served on the board of directors of Atlassian Corporation. He holds a bachelor's degree in electrical engineering from the University of Central Florida and an M.B.A. from the Kellogg School of Management at Northwestern University.
There are no family relationships between any of Ms. Morris, Mr. Bettinger or Mr. Goodarzi and any other director or executive officer of the Company. There are no transactions between any of Ms. Morris, Mr. Bettinger or Mr. Goodarzi, or any member of their immediate families, and the Company that would be reportable under Item 404(a) of Regulation S-K. Further, there is no arrangement or understanding between any of Ms. Morris, Mr. Bettinger or Mr. Goodarzi and any other persons or entities pursuant to which he or she was appointed as a director of the Company.
Each of Ms. Morris, Mr. Bettinger and Mr. Goodarzi will participate in all director compensation and benefit programs in which the Company's other non-employee directors participate, including an annual director retainer of $100,000 and an annual equity grant of restricted stock units valued at $250,000. In addition, each of Ms. Morris and Mr. Goodarzi will receive an annual Executive Compensation Committee member fee of $10,000 and Mr. Bettinger will receive an annual Audit Committee member fee of $15,000. Upon joining the Board, each of them received a restricted stock unit award valued in an amount equal to a prorated portion of the annual equity grant, which prorated grant will vest on the date of the 2027 annual meeting of stockholders. The Company also expects to enter into its standard form of indemnification agreement with each of Ms. Morris, Mr. Bettinger and Mr. Goodarzi, the form of which was filed as Exhibit 10.1 to the Company's Form 8-K filed on April 20, 2021 and is incorporated herein by reference.
A copy of the press release announcing these appointments is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | Press Release dated November 12, 2026 | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARVELL TECHNOLOGY, INC. | ||||||||
| Date: November 12, 2026 | By: | /s/ Mark Casper | ||||||
| Mark Casper | ||||||||
| EVP, Chief Legal Officer & Secretary | ||||||||
Marvell Appoints Three New Independent Directors to its Board
SANTA CLARA, Calif. – November 12, 2026 - Marvell Technology, Inc. (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today announced the appointment of Donna C. Morris, Douglas R. Bettinger, and Sasan K. Goodarzi as independent directors, effective November 12, 2026. The appointments expand Marvell’s Board from seven to ten directors, adding extensive executive leadership experience and deep expertise in technology, finance, talent strategy, and scaling global businesses. Mr. Bettinger has also been appointed to Marvell’s Audit Committee and Ms. Morris and Mr. Goodarzi have been appointed to Marvell’s Executive Compensation Committee.
“Marvell is entering an extraordinary period of growth as demand for AI infrastructure continues to accelerate,” said Matt Murphy, Chairman and CEO of Marvell. “Donna, Doug, and Sasan are exceptional leaders who have helped shape and guide some of the world’s most successful companies. Their collective experience, strategic insight, and proven ability to lead at scale will bring tremendous value to our Board as we execute our strategy and capitalize on the opportunities ahead. I’m thrilled to welcome all three to Marvell and look forward to working with them.”
Ms. Morris serves as Executive Vice President and Chief People Officer of Walmart Inc., where she leads the company’s global people strategy and serves on its executive committee. Prior to joining Walmart, she spent nearly 18 years at Adobe Inc., holding senior leadership positions including Chief Human Resources Officer and Executive Vice President, Employee Experience. Ms. Morris previously served on Marvell’s Board from 2018 to 2020. Her deep expertise in talent strategy, leadership development, and organizational culture will be valuable as Marvell continues to grow revenue and expand its workforce while preserving its unique culture.
Mr. Bettinger serves as Executive Vice President and Chief Financial Officer of Lam Research Corporation. Prior to joining Lam Research in 2013, he served as Senior Vice President and Chief Financial Officer of Avago Technologies (now Broadcom Inc.), Vice President of Finance and Corporate Controller at Xilinx, and Chief Financial Officer of 24/7 Customer. Earlier in his career, he held several senior finance positions at Intel Corporation. With extensive semiconductor industry experience as a CFO and senior executive, Mr. Bettinger brings a proven track record of financial leadership and operational excellence from helping guide some of the industry's leading technology companies through growth and innovation. He currently serves on the board of directors of Lattice Semiconductor Corporation, where he is a member of the Audit Committee.
Mr. Goodarzi serves as Chairman and Chief Executive Officer of Intuit Inc. Since becoming CEO in 2019, he has led Intuit’s transformation into a financial intelligence platform powering prosperity for its customers while more than tripling its revenue. Prior to serving as CEO, he held several senior leadership roles at Intuit, including Executive Vice President and General Manager of both the Small Business Group and the Consumer Tax Group. Earlier in his career, he served as Global President of the Products Group at Invensys and held senior leadership positions at Honeywell. Drawing on decades of leadership across global organizations, Mr. Goodarzi brings significant operational and management expertise from guiding large-scale businesses through growth and transformation.
About Marvell
To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 30 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud and carrier architectures transform—for the better.
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Marvell and the M logo are trademarks of Marvell or its affiliates. Please visit www.marvell.com for a complete list of Marvell trademarks. Other names and brands may be claimed as the property of others.
This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events, results or achievements. Actual events, results or achievements may differ materially from those contemplated in this press release. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those described in the “Risk Factors” section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by us from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and no person assumes any obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Media Contact
George Millington
Marvell
pr@marvell.com