John O. Dabiri
Director at NVDA
Board
About John O. Dabiri
Independent director at NVIDIA since 2020; age 45. Centennial Professor of Aeronautics and Mechanical Engineering at Caltech, with prior faculty roles at Stanford and Caltech. Recognized with the National Medal of Science, MacArthur “Genius” Grant, NSF Alan T. Waterman Award, and the Presidential Early Career Award for Scientists and Engineers. Technical expertise spans fluid mechanics, energy/environment, and bioinspired engineering; holds a PhD (Bioengineering) and MS (Aeronautics) from Caltech and a BSE (summa cum laude) in Mechanical & Aerospace Engineering from Princeton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Civil & Environmental Engineering and Mechanical Engineering; Eugene L. Grant Award for Excellence in Teaching | 2015–2019 | Academic leadership and teaching excellence |
| California Institute of Technology | Professor of Aeronautics and Bioengineering; Director, Center for Bioinspired Wind Energy; Chair of the Faculty; Dean of Students | 2005–2015 | Led research and academic governance; student/academic affairs leadership |
External Roles
| Organization | Capacity | Tenure/Status | Notes |
|---|---|---|---|
| U.S. President’s Council of Advisors on Science and Technology (PCAST) | Member | 2021–Jan 2025 | Federal science advisory role |
| U.S. Department of Energy Secretary’s Energy Advisory Board (SEAB) | Member | 2021–Jan 2025 | Energy policy advisory role |
| Gordon and Betty Moore Foundation | Board of Trustees | Current | Philanthropy board service |
| American Physical Society | Fellow; former Chair, Division of Fluid Dynamics | N/A | Professional society leadership |
| National Academies’ Committee on Science, Technology, and Law | Member (prior) | N/A | Science-law interface |
| Public company directorships | None | Current | No other public boards |
Board Governance
- Independence: Board determined all directors except the CEO are independent; all committee members (AC/CC/NCGC) are independent. Dabiri is an independent director .
- Committees: Compensation Committee (CC) member; remains on CC after the 2025 Annual Meeting (post-meeting membership: Hudson (Chair), Coxe, Dabiri, Drell, Shah, Stevens) .
- Attendance and engagement: The Board met 4 times in Fiscal 2025; each director attended at least 75% of applicable Board/committee meetings. All directors attended the 2024 annual meeting except a newly appointed director (Ochoa) who joined after the meeting .
- Board processes: Independent Lead Director structure; regular executive sessions; annual self-assessments; stockholder outreach (contacted holders representing ~31% ownership in Fall 2024) .
Fixed Compensation (Director)
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director fee; no additional fees for Lead Director, chair roles, committee service, or meeting attendance . |
| Other cash fees | $0 | No meeting or committee fees paid . |
Performance Compensation (Director Equity)
| Instrument | Grant Date | Shares Granted | Fair Value/Share (ASC 718) | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (annual program) | Jun 27, 2024 | 2,088 | $123.96 | $258,828 | 50% vests 3rd Wed Nov 2024; 50% vests 3rd Wed May 2025 (subject to continued service) |
| Unvested RSUs at Jan 26, 2025 | — | 1,044 | — | — | Balance as of fiscal year-end |
Notes:
- 2024 Director Compensation Program target total value: $340,000 (slightly below peer median), delivered as cash retainer plus time-vested RSUs; no options or performance-conditioned equity for directors .
- New grant sizing uses 30-day trailing average price to smooth volatility; deferral available under Section 409A; directors reimbursed for expenses; no director-specific CIC benefits except planwide acceleration if awards aren’t assumed by an acquirer .
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Public company boards | None | — | No interlocks; reduces conflict risk . |
| Nonprofit/Foundation | Gordon and Betty Moore Foundation | Trustee | Philanthropic board service; no related-party transactions disclosed . |
| Government advisory | PCAST; DOE SEAB | Member (ended Jan 2025) | Government advisory roles ended Jan 2025; no conflicts disclosed by NVIDIA . |
Expertise & Qualifications
- Skills assigned by NVIDIA: Industry & Technical; Emerging Technologies & Business Models .
- Awards and recognition: National Medal of Science; MacArthur Fellow; NSF Alan T. Waterman Award; Presidential Early Career Award .
- Education: PhD (Bioengineering) and MS (Aeronautics), Caltech; BSE (summa cum laude), Princeton .
- Board-relevant strengths: deep engineering research background, innovation track record, exposure to national science/energy policy via PCAST/SEAB .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | RSUs (unvested) | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| John O. Dabiri | 16,235 | 1,044 | 17,279 | <1% |
| Citations: holdings and RSUs from NVIDIA’s Security Ownership table as of March 24, 2025; percent indicated as less than 1% . |
Ownership alignment and policies:
- Director stock ownership guideline: 6x annual cash retainer; five years to comply. All non-employee directors (except Ochoa, who joined in 2024) meet or exceed guidelines, implying Dabiri is in compliance .
- Hedging/pledging: Prohibited by NVIDIA’s Insider Trading Policy (no hedging, margin, or pledging) .
Governance Assessment
-
Positives
- Independent director on the Compensation Committee; CC is fully independent and met four times in Fiscal 2025, with remit over executive/director pay and human capital oversight .
- Strong attendance culture (≥75% at Board/committees), regular executive sessions, and robust stockholder outreach (31% contacted in Fall 2024) support board effectiveness and accountability .
- No related-party transactions involving Dabiri disclosed; NCGC approves related-party dealings; CC interlocks: none (aside from an unrelated director’s family employment disclosed), reducing conflict risk .
- Director pay structure conservative: below-peer median target ($340k), cash + time-vested RSUs, no meeting/chair fees; equity aligns directors with shareholders, while prohibitions on hedging/pledging reinforce alignment .
- Say-on-pay context: NVIDIA maintains annual say-on-pay and reported 92% approval for FY2023, indicating broad shareholder support for compensation governance (context for CC oversight where Dabiri serves) .
-
Watch items
- Equity ownership is modest in absolute terms (17,279 shares), though compliant with guideline; alignment continues to rely primarily on ongoing RSU grants and policy guardrails .
- Multiple external commitments were time-bound government advisory roles that ended Jan 2025; continued monitoring is prudent if additional external roles are undertaken to ensure capacity for NVIDIA board duties (Board and CC met four times each in FY2025) .
-
Red flags observed: None disclosed specific to Dabiri. No related-party transactions, no Section 16(a) issues flagged for him, and no compensation anomalies in director pay program .
Director Compensation (Detail)
| Metric | Fiscal 2025 |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (ASC 718) | $258,828 (2,088 RSUs at $123.96) |
| Total | $343,828 |
| Meeting/committee fees | None (no extra Lead/Chair/committee/meeting fees) |
Policies & Controls Relevant to Conflicts
- Related-party transactions: NCGC approval required; FY2025 disclosures limited to family employment of CEO and one director (not Dabiri) with competitive process and no involvement by related director/executive .
- Insider Trading Policy: preclearance for Section 16 insiders; bans hedging, margin, and pledging .
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Compensation Committee | Member | No | Continues post-2025 meeting; CC oversight includes exec and director compensation, human capital, and comp risk . |
| Audit / Nominating & Corporate Governance | Not listed | — | Not currently assigned to AC or NCGC per proxy . |
| Skills/Expertise | — | — | Industry & Technical; Emerging Technologies & Business Models . |
Say-on-Pay & Shareholder Feedback (Context for CC Work)
- Annual say-on-pay; outreach in Fall 2024 to investors representing ~31% ownership; prior say-on-pay approval for FY2023 at 92% .
- 2025 meeting vote results to be filed on Form 8-K by July 1, 2025 (at time of proxy publication) .
Related Party Exposure (FY2025)
- None disclosed for Dabiri; overall related-party disclosure limited to employment of immediate family of the CEO and of one director, with competitive compensation and no involvement by the related parties .
Compensation Consultant & Committee Independence (Context)
- Director compensation: Semler Brossy engaged as independent consultant beginning Sep 2024 .
- Compensation Committee interlocks: none; no NVIDIA executives on other entities’ comp committees with reciprocal ties to NVIDIA .
Summary Implication for Investors
- Dabiri strengthens NVIDIA’s board with deep technical and innovation credentials and independent oversight on compensation/human capital. Absence of conflicts, adherence to ownership/insider policies, and solid attendance support investor confidence in board effectiveness; continued monitoring of ownership build and workload balance is prudent given NVIDIA’s scale and growth trajectory .