Dawn Hudson
Director at NVDA
Board
About Dawn Hudson
Dawn Hudson, age 67, has served on NVIDIA’s Board since 2013 and is an independent director designated as an audit committee “financial expert.” She is the former CMO of the NFL and former CEO of Pepsi-Cola North America, and holds a BA in English from Dartmouth College. She chairs NVIDIA’s Compensation Committee (CC) and is recognized for her senior leadership, governance, financial community experience, brand/marketing expertise, and human capital insights .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Football League | Chief Marketing Officer | 2014–2018 | Led brand/marketing for a major sports enterprise |
| The Parthenon Group | Vice Chairman | 2009–2014 | Strategy consulting leadership |
| Pepsi-Cola North America (PepsiCo) | President; CEO (U.S. & Canada) | President from 2002; CEO 2005–2007 | Oversaw beverage division; simultaneously CEO of foodservice division (2005–2007) |
| D’Arcy Masius Benton & Bowles; Omnicom Group | Senior leadership in marketing/advertising | 13 years (prior roles) | Brand strategy and advertising leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Interpublic Group of Companies, Inc. | Director | Since 2011 | Advertising holding company board service |
| P.F. Chang’s China Bistro, Inc. | Director | 2010–2012 | Restaurant chain board service |
| Allergan, Inc. | Director | 2008–2014 | Biopharma board service |
| Lowe’s Companies, Inc. | Director | 2001–2015 | Home improvement retailer board service |
| Amplify Snack Brands, Inc. | Director | 2014–2018 | Snack food company board service |
| Modern Times Group MTG AB | Director | 2020–2023 | Gaming company board service |
Board Governance
- Independence: Independent under Nasdaq rules; all directors except the CEO are independent .
- Committee roles: CC Chair; CC members before/after 2025 Meeting listed below .
- Attendance: Board met 4 times in fiscal 2025; each director attended ≥75% of Board and applicable committee meetings .
- Years of service: Director since 2013 .
- Lead Independent Director: Stephen C. Neal; independent directors held executive sessions at 4 scheduled quarterly meetings in fiscal 2025 .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committee Membership (pre-2025 Mtg) | CC Chairperson; CC members: Hudson (Chair), Burgess, Coxe, Dabiri, Shah |
| Committee Membership (post-2025 Mtg) | CC Chairperson; CC members: Hudson (Chair), Coxe, Dabiri, Drell, Shah, Stevens |
| Board/Committee Attendance | ≥75% attendance in fiscal 2025 |
| Board Tenure | Since 2013 |
| Executive Sessions | Independent directors met in executive sessions at four quarterly meetings |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Fiscal 2025 director compensation table shows $85,000 cash for Hudson |
| Committee Chair/Member Fees | None | NVIDIA does not pay additional fees for Lead Director, committee chair, committee member, or meeting attendance |
| Meeting Fees | None | No per-meeting fees |
| Other Benefits | Expense reimbursement; no director-specific CIC benefits | CIC equity vesting only if awards not assumed/substituted; death vests RSUs; no dividends on unvested/vested-but-deferred RSUs |
Performance Compensation
Directors receive time-based RSUs; no performance-conditions are applied to director equity grants. Vesting schedules, grant sizing, and fair values are defined below .
| Grant Type | Grant Date | Shares | Fair Value/Share (ASC 718) | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 Program RSU | June 27, 2024 | 2,088 | $123.96 | $258,828 | 50% vests third Wed Nov 2024; 50% vests third Wed May 2025, subject to continuous service |
| Unvested RSUs (as of Jan 26, 2025) | — | 1,044 | — | — | Remaining tranche per 2024 Program schedule |
Deferred compensation option: Directors may defer settlement of vested RSUs to March of a future year (no sooner than 2026 for 2024 Program RSUs) or until cessation/change-in-control events under Section 409A rules .
Other Directorships & Interlocks
- Current public board: Interpublic Group (advertising holding company) .
- NVIDIA discloses related party transactions annually; for fiscal 2025 the only disclosed relationships involved the CEO’s children and Dr. Shah’s son. No related-party transactions requiring disclosure were reported for Hudson; CC interlocks requiring disclosure were not present (other than the general note about Dr. Shah’s family employment) .
- Insider trading policy prohibits hedging, pledging, margin accounts, and derivative trading in NVIDIA stock, mitigating alignment and collateral risk for directors .
Expertise & Qualifications
- Senior leadership and operations; governance and public company board experience; financial/financial community experience; marketing/communications/brand management; human capital management .
- Designated as an audit committee financial expert (qualification) .
Equity Ownership
| Holder | Shares Owned | Shares Issuable Within 60 Days | Total Beneficially Owned | % of Outstanding | Unvested RSUs | Ownership Guideline Compliance |
|---|---|---|---|---|---|---|
| Dawn Hudson | 456,044 | 1,044 | 457,088 | <1% | 1,044 | Directors must hold shares equal to 6x annual cash retainer; all non-employee directors meet or exceed (except Dr. Ochoa, who joined in 2024) |
Policy alignment:
- Hedging/pledging prohibited; Section 16 preclearance required for trades .
- Stock ownership guidelines intended to align director interests with stockholders; five-year compliance window from appointment .
Governance Assessment
- Committee leadership signal: As CC Chair, Hudson oversees executive and director pay, human capital management, compensation risk, and consultant engagement—critical levers for pay-for-performance integrity and workforce strategy .
- Compensation structure: Flat director pay with no chair or meeting fees limits pay inflation and potential conflicts; equity grants are time-based RSUs sized to a target value, supporting alignment while avoiding performance metric gaming for directors .
- Attendance and independence: ≥75% meeting attendance and full independence support board effectiveness and investor confidence; independent executive sessions enhance oversight .
- Ownership alignment: Material share ownership and guideline compliance, combined with hedging/pledging prohibitions, reduce misalignment risks .
- RED FLAGS: None disclosed for Hudson. No related-party transactions involving Hudson; no hedging/pledging permitted; no discretionary director bonuses; no chair fees; no tax gross-ups for directors .