Harvey C. Jones
NVIDIAAbout Harvey C. Jones
Harvey C. Jones (age 72) is an independent director of NVIDIA, serving since 1993; he is Managing Partner at Square Wave Ventures, and qualified by the Board as an Audit Committee financial expert given his executive management background in semiconductors and complex systems . He holds a BS in Mathematics and Computer Sciences from Georgetown University and an MS in Management from MIT, and contributes expertise in innovation strategy, R&D oversight, and technical employee development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daisy Systems Corp. | Co-founder; President & CEO | 1981–1987 | Built computer-aided engineering capabilities |
| Synopsys, Inc. | CEO; Executive Chairman | 1987–1998 | Led major EDA company; strategic execution and governance |
| Tensilica Inc. | Co-founder; Chairman | 1997–2013 | Embedded processing IP; chaired until acquisition by Cadence |
| Tintri Inc. | Director | 2014–2018 | Data storage solutions for virtual/cloud environments |
| Square Wave Ventures | Managing Partner | 2004–Present | Private investment; venture and financial community experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | — | No current external public boards (reduces potential interlocks) |
| Prior board service (public) | Tintri Inc. | 2014–2018 | Director; oversight in storage software |
| Prior board/leadership (private) | Tensilica (Chair); Daisy Systems (CEO) | See above | Technology IP and engineering leadership |
Board Governance
- Committee assignments: Audit Committee (AC) member and Nominating & Corporate Governance Committee (NCGC) member through and after the 2025 Annual Meeting; Jones is designated an AC “financial expert” .
- Independence: The Board determined all directors except the CEO are independent; all members of AC, CC, and NCGC are independent, including Jones .
- Attendance and engagement: The Board met four times in Fiscal 2025; each director attended ≥75% of Board and applicable committee meetings, indicating adequate engagement .
- Committee activity: AC met four times (capitalization, tax, treasury, internal audit, information security, ERM); NCGC met three times (board recruiting, governance, stockholder proposals, trade compliance) .
- Leadership structure: Independent Lead Director with regular executive sessions (four scheduled sessions in Fiscal 2025), supporting independent oversight and stockholder engagement .
Fixed Compensation
- Structure: NVIDIA pays a single annual cash retainer; no additional fees for Lead Director, committee chair/membership, or meeting attendance—simplifies pay and reduces meeting-incentive distortions .
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | No committee or meeting fees |
Performance Compensation
- Directors receive time-based RSUs aligned to annual service; no performance metrics (no PSUs/options for directors), with equal split vesting in November and May to align tenure with equity .
| Grant Type | Grant Date | Shares | Grant-Date Fair Value/Share | Total Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 Program RSU | June 27, 2024 | 2,088 | $123.96 | $258,828 | 50% Nov 2024; 50% May 2025 |
| Unvested RSUs at 1/26/2025 | — | 1,044 | — | — | Remaining May 2025 tranche |
Notes:
- No options outstanding since end of Fiscal 2024; director equity is RSUs, not options, which reduces repricing risk .
- Directors do not receive dividends on unvested or vested-but-deferred RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; Jones was on CC initially in Fiscal 2025 but not post-2024 Meeting; no officers served on boards with reciprocal executive overlaps |
Expertise & Qualifications
- Technical/industry: Semiconductor technologies and complex system design; R&D oversight and innovation strategy .
- Financial community: Venture investor; AC financial expert designation .
- Governance: Decades of public/private board leadership; NCGC membership .
Equity Ownership
| Holder | Total Beneficial Shares | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Harvey C. Jones | 7,501,888 | <1% | Includes 7,433,280 shares in H.C. Jones Living Trust (trustee) |
| Unvested RSUs | 1,044 | — | Remaining 2024 Program RSU tranche at FY end |
Additional alignment and risk controls:
- Director stock ownership guideline: Six times annual cash retainer; all non-employee directors (including Jones) currently meet or exceed guidelines (Ochoa has five years from 2024 appointment) .
- Hedging/pledging ban: Insider Trading Policy prohibits hedging, pledging, margin purchases/borrowing against NVIDIA stock for directors/officers/employees, reducing misalignment/credit risk .
Governance Assessment
- Strengths: Long-tenured semiconductor operator with AC financial expert credentials; dual AC/NCGC roles support financial oversight and governance quality; attendance threshold met; no related-party transactions requiring disclosure; no interlocks; equity and cash compensation modest and standardized with no meeting/committee fees, supporting independence .
- Conflicts/RED FLAGS: None identified in Fiscal 2025—no related party transactions, no hedging/pledging, no additional chair/meeting fees, and equity awards are time-based RSUs with no repricing history for directors .
- Ownership alignment: Significant personal beneficial ownership (<1%) plus compliance with director ownership guidelines; RSU deferral optional for tax planning without dividend rights, limiting carry benefits while sustaining alignment .