Brian Kelleher
Director at CRDO
Board
About Brian Kelleher
Brian Kelleher, 62, was appointed an independent Class III director of Credo Technology Group Holding Ltd effective October 27, 2025, filling the vacancy created by Lip‑Bu Tan’s resignation; his term runs until the 2027 annual meeting or until a successor is elected and qualified . He holds a B.S. in Computer Science from Brown University and brings decades of leadership in GPU and AI hardware engineering, including serving as Senior Vice President of Hardware Engineering at NVIDIA from 2005–2024 and earlier roles at 3dfx, Dynamic Pictures, and Digital Equipment Corp. . The Board determined he meets SEC and Nasdaq independence standards; no related‑party transactions were reported in connection with his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NVIDIA | Senior Vice President, Hardware Engineering (led GPU product development) | 2005–2024 | Led GPU roadmap; ushered general‑purpose GPU computing |
| NVIDIA | Vice President, Hardware Engineering | 2000–2005 | Product development leadership |
| 3dfx Interactive | Vice President, Hardware Engineering | Prior to 2000 | Graphics hardware leadership |
| Dynamic Pictures | Founder; CEO; EVP; CTO | Prior to DEC/NVIDIA (dates not specified) | Founding leader; multiple executive roles |
| Digital Equipment Corp. | Head graphics designer, MIPS-based team (Palo Alto) | Eight years (dates not specified) | Graphics design leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caspia Technologies | Advisory Board Member | Current as of Oct 2025 | Private company; advisory capacity |
| Snowcap Compute | Advisory Board Member | Current as of Oct 2025 | Private company; advisory capacity |
Board Governance
- Class/Term: Class III; appointed Oct 27, 2025; term through 2027 annual meeting .
- Independence: Board determined he is independent under SEC/Nasdaq rules .
- Committee assignments: Not disclosed at appointment; he will be compensated per non‑employee director policy .
- Board leadership: In March 2025, the Board appointed CEO Bill Brennan as Chair and designated Sylvia Acevedo as Lead Independent Director to strengthen independent oversight . 2025 proxy notes a combined CEO/Chair with a Lead Independent Director structure and enumerates lead director authorities (agenda, presiding in executive sessions, liaison to shareholders) .
- Standing committees and FY25 activity: Audit (Chair: Hosein; members: Khaira, Danesh), Compensation (Chair: Khaira; members: Hosein, Acevedo), NCG (Chair: Acevedo; members: Danesh, Sutardja). FY25 meetings: Audit 8; Compensation 4; NCG 5 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair | $20,000 | Annual chair retainer |
| Compensation Committee Chair | $15,000 | Annual chair retainer |
| Nominating & Corporate Governance Chair | $10,000 | Annual chair retainer |
| Audit Committee Member | $10,000 | Annual member retainer |
| Compensation Committee Member | $7,500 | Annual member retainer |
| Nominating & Corporate Governance Member | $5,000 | Annual member retainer |
| Meeting fees | Not disclosed | No meeting fees listed in policy |
Stock ownership guidelines for non‑employee directors: Minimum holdings equal to at least 4× the annual cash retainer, to be achieved within 4 years of appointment; unvested and unearned performance awards do not count .
Performance Compensation
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (continuing directors post‑AGM) | $175,000 | Vests at earlier of 1-year anniversary or next AGM, subject to continued service | |
| Initial RSU grant (new directors – recent practice) | $350,000 | Hosein grant vests in equal annual installments over 3 years; Danesh received $350,000 initial grant early FY26 | |
| Performance metrics | None | N/A | Director RSUs are time‑based; no performance‑linked metrics disclosed for director equity |
Mr. Kelleher will receive compensation in accordance with the non‑employee director policy described in the 2025 proxy; specific award details for him were not disclosed in the appointment 8‑K .
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap/Notes |
|---|---|---|---|
| Credo Technology Group (CRDO) | Independent Director (Class III) | Public | Appointed Oct 27, 2025 |
| Caspia Technologies | Advisory Board | Private | Advisory role; no related‑party transactions disclosed |
| Snowcap Compute | Advisory Board | Private | Advisory role; no related‑party transactions disclosed |
- No other public company directorships disclosed; the 8‑K states no Item 404(a) related‑party transactions in connection with his appointment .
- Lip‑Bu Tan resigned Oct 23, 2025; Board changes documented via 8‑K and press release .
Expertise & Qualifications
- Technical leadership: Led NVIDIA’s GPU product development organization; contributions to general‑purpose GPU computing for AI infrastructure .
- Deep semiconductor systems experience: Executive roles at NVIDIA and 3dfx; founding experience at Dynamic Pictures; graphics design at DEC .
- Education: B.S. Computer Science, Brown University .
- Independence and governance: SEC/Nasdaq independent; no related‑party transactions disclosed .
Equity Ownership
| Item | Amount | As of/Source |
|---|---|---|
| Ordinary shares beneficially owned (Direct) | 3,350 | Form 3 filed Nov 3, 2025 |
| Derivative securities | None reported | Form 3 (Table II blank) |
| Ownership % of shares outstanding | ~0.002% | Calculated using 172,914,100 shares outstanding (July 31, 2025) |
| Section 16 filing authority | Power of Attorney naming CLO James Laufman | POA dated Oct 26, 2025 |
Insider filings:
- Form 3 (Initial Statement of Beneficial Ownership): Event date Oct 27, 2025; filed Nov 3, 2025; 3,350 ordinary shares, direct .
Stock ownership guidelines: Must reach ≥4× annual cash retainer within 4 years of appointment .
Governance Assessment
-
Strengths
- Independent director with world‑class GPU/AI engineering credentials aligned to Credo’s high‑speed connectivity strategy .
- Appointment process disclosed with no related‑party transactions; clean independence determination .
- Credo’s director compensation structure is modest in cash, equity time‑vested, and paired with ownership guidelines (4× retainer), promoting alignment .
- Board maintains independent leadership via a Lead Independent Director and active committees with regular meeting cadence .
-
Watch‑points
- Committee assignments for Kelleher not yet disclosed; monitor for Audit/Comp/NCG placement, given his technical background .
- Ownership alignment is currently small (3,350 shares); track progress toward the 4× retainer guideline over the 4‑year compliance window .
- External advisory roles (Caspia, Snowcap) appear non‑conflicting; continue monitoring disclosures and Item 404(a) updates in future filings .
-
Red Flags
- None identified in appointment disclosures (no disagreements; no related‑party transactions; independence affirmed) .
- Company policy framework includes anti‑hedging/pledging practices and clawback mechanisms (for executives), supporting investor‑friendly governance practices .
Net investor signal: Appointment enhances board technical depth in AI/GPU systems with clean independence and no related‑party exposure; equity‑based director pay with ownership guidelines supports alignment, though current personal holdings are minimal and should be tracked as guidelines phase in **[1807794_0001628280-25-046890_crdo-20251023.htm:1]** **[1807794_0001807794-25-000010_crdo-20250825.htm:50]** **[1807794_0001807794-25-000010_crdo-20250825.htm:51]** **[1807794_0001807794-25-000010_crdo-20250825.htm:38]** .