A. Brooke Seawell
Director at NVDA
Board
About A. Brooke Seawell
A. Brooke Seawell, age 77, has served on NVIDIA’s board since 1997. He is Venture Partner at New Enterprise Associates, and previously was Partner at Technology Crossover Ventures; EVP at NetDynamics; and SVP & CFO at Synopsys. He holds a BA in Economics and an MBA in Finance from Stanford University, and is NVIDIA’s Audit Committee Chair and an SEC-defined audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates | Venture Partner | 2005–present | Venture investing; financial expertise |
| Technology Crossover Ventures | Partner | 2000–2005 | Growth equity investing |
| NetDynamics, Inc. | Executive Vice President | 1997–1998 | Applications servers; acquisition by Sun Microsystems |
| Synopsys, Inc. | Senior Vice President & CFO | 1991–1997 | Public company CFO; accounting, reporting depth |
| Glu Mobile, Inc. | Director; Audit Chair | 2006–2014 | Audit oversight |
| Informatica Corp. | Director | 1997–2015 | Data integration oversight |
| Tableau Software, Inc. | Director | 2011–2019 | BI/analytics governance |
| Eargo, Inc. | Director | 2020–2022 | Medical device governance |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Tenable Holdings, Inc. | Director | Since 2017 | Audit Committee member; audit committee financial expert |
Board Governance
- Independence: Board determined all directors except the CEO are independent; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent. Seawell is an “audit committee financial expert” .
- Committee assignments: Audit Committee Chair before and after the 2025 meeting; AC members included Harvey Jones, Melissa Lora, Aarti Shah, and Mark Stevens; Tench Coxe joins AC after the 2025 meeting .
- Meetings and attendance: Board met 4 times in FY2025; each Board member attended ≥75% of applicable Board and committee meetings .
- No chair/member/meeting fees: NVIDIA does not pay additional fees for Lead Director, committee chairs/members, or meeting attendance (retainer-only model) .
- Hedging/pledging prohibited: Insider Trading Policy prohibits hedging, margin purchases, and pledging NVIDIA stock .
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 6x annual cash retainer; all non-employee directors meet/exceed requirements (except Ochoa, within window) .
Fixed Compensation
| Metric | FY 2023 | FY 2025 |
|---|---|---|
| Cash Retainer ($) | 85,000 | 85,000 |
| Committee/Meeting Fees ($) | 0 (none paid) | 0 (none paid) |
| Total Cash ($) | 85,000 | 85,000 |
Performance Compensation
NVIDIA uses time-vested director RSUs; there are no performance metrics tied to director equity. The 2024 Program RSUs vest 50% on the third Wednesday of November 2024 and 50% on the third Wednesday of May 2025; directors may defer settlement; change-in-control acceleration applies only if awards are not assumed/substituted by an acquirer .
| RSU Grant Detail (FY2025) | Value |
|---|---|
| 2024 Program RSUs – Grant date | June 27, 2024 |
| Shares granted (per director) | 2,088 |
| ASC 718 grant-date fair value per share ($) | 123.96 |
| Vesting schedule | 50% Nov 2024; 50% May 2025 |
| Director stock awards reported ($) | 258,828 |
| Total FY2025 director compensation ($) | 343,828 |
Other Directorships & Interlocks
- Current public company: Tenable Holdings, Inc. (audit committee; financial expert) .
- Compensation Committee interlocks: NVIDIA disclosed no CC interlocks involving its executives; other than Dr. Shah’s family employment, no relationships requiring disclosure .
Expertise & Qualifications
- Former public company CFO (Synopsys) and long-time AC chair; deep knowledge of accounting principles, financial reporting, and investor perspectives .
- Venture investor at NEA; operational and senior management experience; recognized by NACD Top 100 directors in 2024 .
Equity Ownership
| Metric (as of Mar 24, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 5,007,544 |
| RSUs unvested (director) | 1,044 |
| Ownership % of shares outstanding | <1% (asterisk denotes less than 1%) |
| Ownership guideline | 6x annual cash retainer; compliant |
| Hedging/pledging status | Prohibited by policy |
Notes: Footnote detail indicates shares held across three revocable trusts where Mr. Seawell serves as trustee .
Governance Assessment
- Positive signals:
- Long-serving independent AC Chair and SEC-recognized financial expert enhances financial oversight quality .
- Retainer-only director pay with no committee/meeting fees reduces incentives for over-scheduling and aligns with governance best practices .
- Strong ownership alignment via 6x retainer guideline; compliance affirmed .
- Prohibition on hedging/pledging strengthens alignment and risk controls .
- Committee rotations and ongoing board refreshment since 2020 support board effectiveness .
- Potential investor considerations:
- Tenure since 1997 may raise entrenchment concerns; board mitigates via refreshment and committee rotations .
- Venture background implies broad tech exposure; NVIDIA’s NCGC reviews and approves related-party transactions; no transactions involving Seawell disclosed in FY2025 .
RED FLAGS: None disclosed specific to Mr. Seawell (no related-party transactions; attendance ≥75%; hedging/pledging prohibited) .