Aarti Shah
Director at NVDA
Board
About Aarti Shah
Aarti Shah (age 60) has served as an independent director of NVIDIA since 2020. She spent 27.5 years at Eli Lilly, culminating as SVP & Chief Information and Digital Officer; her technical background spans applied statistics, data science, cybersecurity, and digital health, with a PhD in Applied Statistics (UC Riverside) and BS/MS in Statistics & Mathematics (India) . On NVIDIA’s Board, she brings senior leadership, industry/technical expertise, governance experience, and risk/legal awareness per the skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President & Chief Information and Digital Officer; previously Senior Statistician, Research Scientist, VP Biometrics, Global Brand Development Leader (Bio-Medicines) | 27.5 years; through 2021 | Led IT/digital, analytics, cyber/data platforms; drug development expertise |
External Roles
| Organization | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Sandoz International GmbH | Director | Since 2023 | Science, Innovation & Development; Human Capital & ESG committees |
| Northwestern Mutual | Board of Trustees | Since 2020 | Audit Committee; Distribution & Technology Committee |
| St. Jude Children’s Research Hospital & ALSAC | Board member | Current | Strategic Planning; Global & Technology committees |
| Shrimad Rajchandra Mission Dharampur USA | Trustee | Current | Non-profit trustee |
| Prior non-profits | Indianapolis Public Library Foundation; Center for Interfaith Cooperation | Completed full terms | Governance/oversight roles |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO are independent; all AC/CC/NCGC members are independent (Shah serves on AC and CC) . |
| Committees (until/after 2025 Mtg) | Audit Committee (AC); Compensation Committee (CC) – continues post-meeting . |
| Committee meetings (FY2025) | AC met 4 times; CC met 4 times; NCGC met 3 times . |
| Attendance | Each Board member attended ≥75% of Board/committee meetings in FY2025; directors expected to attend annual meeting; independent directors held executive sessions at 4 quarterly meetings . |
| Lead Independent Director | Stephen C. Neal; robust duties and stockholder engagement . |
| Director time/boards | None of NVIDIA directors serve on >2 public company boards (including NVIDIA) . |
| Skills (matrix) | Senior leadership; industry/technical; governance; emerging tech; marketing/brand; regulatory/legal/risk; human capital . |
Fixed Compensation
| Component | FY2025 Amount/Terms |
|---|---|
| Annual cash retainer | $85,000 (non-employee director) . |
| Committee/Chair/Meeting fees | None – NVIDIA does not pay additional fees for committee service/chair or meeting attendance . |
| Total target (program design) | 2024–2025 Director Program target total value $340,000 (cash + equity) . |
| Other benefits | Expense reimbursement; no CIC benefits for directors except acceleration if awards not assumed; death accelerates vesting . |
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU (2024 Program) | 2,088 shares granted 6/27/2024; ASC 718 grant-date FV $123.96/share (per-director $258,828) | 50% vested 3rd Wed Nov 2024; 50% vests 3rd Wed May 2025 (service-based) | No dividends on unvested or vested-but-deferred RSUs; directors may defer settlement (409A) . |
| Aarti Shah – RSUs outstanding (1/26/2025) | 1,044 unvested RSUs | Per program schedule | Service-based; not performance-conditioned |
Performance metrics: NVIDIA’s director equity is time-based RSUs; no PSU or performance metrics apply to non-employee directors (aligns via stock price exposure) .
Other Directorships & Interlocks
| Company/Org | Public Company? | Interlocks/Notes |
|---|---|---|
| Sandoz International GmbH | Listed as “Other Current Public Company Board” in proxy | Pharma; no disclosed NVIDIA-related transactions . |
| Compensation Committee interlocks | N/A | NVIDIA reports no executive interlocks; notes that other than Dr. Shah, no CC member had a relationship requiring disclosure—see related-party item below . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Technical/AI/Cyber/Data | IT, cybersecurity, advanced analytics, data sciences leadership at Eli Lilly . |
| Governance & public boards | Roles at Sandoz and Northwestern Mutual; multiple non-profit boards . |
| Education | PhD Applied Statistics (UC Riverside); BS/MS Statistics & Mathematics (India) . |
| Human capital/ESG | Committees at Sandoz (Human Capital & ESG) and St. Jude/ALSAC . |
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned (3/24/2025) | 13,200 shares . |
| Vested RSUs deferred (not included above) | 38,964 shares deferred for future issuance . |
| Unvested RSUs (1/26/2025) | 1,044 RSUs . |
| Ownership guidelines | Directors must hold ≥6x annual cash retainer; 5 years to comply; all non-employee directors meet/exceed (except Ochoa, new in 2024) . |
| Hedging/pledging | Prohibited: no hedging, pledging, margin accounts, or derivatives in NVIDIA stock . |
Director Compensation (FY2025)
| Component | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Aarti Shah | 85,000 | 258,828 (2,088 RSUs at $123.96/share) | 343,828 |
Insider Trades
| Item | Detail |
|---|---|
| Section 16 compliance | Company reports all required filings complied with for FY2025, except two Form 4s for a different director (Drell); no delinquencies noted for Shah . |
| Form 4 transactions | Not detailed in proxy; refer to Section 16 filings for any post-period transactions (not provided in this document) . |
Related-Party and Conflict Review
- RED FLAG: Dr. Shah’s son has been employed by NVIDIA since Feb 2024 with FY2025 total compensation of approximately $475,000; NVIDIA states compensation was set per standard practices without Dr. Shah’s involvement . Dr. Shah served on the Compensation Committee during FY2025; proxy explicitly notes “Other than Dr. Shah” in flagging CC members with relationships requiring disclosure, elevating perceived conflict risk despite independence status .
- Related-party approval: NCGC approves related-party transactions under policy; Board maintains independence determination for Shah .
Governance Assessment
- Strengths:
- Independent director with deep data/cyber/IT expertise; serves on Audit and Compensation—committees central to financial integrity and pay governance .
- Solid engagement/attendance profile; Board/committees met regularly; each director ≥75% attendance; robust executive sessions .
- Ownership alignment: meaningful ownership plus deferred RSUs; complies with 6x retainer guideline; hedging/pledging prohibited .
- Director pay structure is straightforward (cash retainer + time-based RSUs), no meeting/committee fees that could distort incentives .
- Risk indicators:
- RED FLAG: Immediate family employment within the company while serving on CC raises perceived conflict risk; disclosure and committee oversight mitigate but investors may scrutinize CC decisions where conflicts could arise .
- External board load appears reasonable (≤2 public boards), lowering overboarding risk .
Overall, Shah’s technical depth and committee roles support Board effectiveness in areas material to NVIDIA (cybersecurity, data, and human capital), with one notable related-party exposure requiring continued monitoring for potential conflicts and recusals on any directly implicated matters .