Mark A. Stevens
Director at NVDA
Board
About Mark A. Stevens
Mark A. Stevens (age 65) is Managing Partner of S‑Cubed Capital and has served as an independent director of NVIDIA since 2008, with prior Board service from 1993–2006 . He was Managing Partner at Sequoia Capital from 1993–2011 following an associate role, and earlier held technical roles at Intel and Hughes Aircraft; he holds BSEE, BA Economics, and MS Computer Engineering degrees from USC and an MBA from Harvard Business School . The Board has determined he is independent under Nasdaq rules; all members of AC, CC, and NCGC are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital | Managing Partner (previously Associate) | 1993–2011 | VC investor; technology industry transformation insights |
| Intel Corporation | Technical sales & marketing positions | Not disclosed | Operational and market experience |
| Hughes Aircraft Co. | Member of technical staff | Not disclosed | Engineering background |
| Quantenna Communications, Inc. | Director | 2016–2019 | Board oversight at Wi‑Fi solutions provider |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S‑Cubed Capital | Managing Partner | 2012–present | Family office leadership |
| University of Southern California | Trustee; Chair, Investment Committee | Not disclosed | Investment oversight |
| Other current public company boards | None | — | No current interlocks disclosed |
Board Governance
- Committees: Member, Audit Committee until 2025 meeting; will serve on Compensation Committee and continue on Nominating & Corporate Governance Committee after the 2025 meeting .
- Attendance: Board met 4 times in Fiscal 2025; each director attended at least 75% of applicable Board and committee meetings .
- Committee activity: AC met 4 times (financial reporting, internal audit, information security); NCGC met 3 times (board recruiting, governance, related party approvals); CC met 4 times (compensation and HCM) .
- Independence: Board determined all directors other than the CEO are independent; all AC/CC/NCGC members are independent .
- Tenure: Director since 2008; prior service 1993–2006 .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Fiscal 2025 fees earned |
| Committee membership/chair fees | None | No additional fees for committee service or chair roles |
| Meeting fees | None | No meeting attendance fees |
| Total annual target (cash + equity value) | $340,000 | 2024 Program target value (unchanged YoY; slightly below peer median) |
Performance Compensation
| Equity Type | Grant Date | Shares / Fair Value | Vesting | Deferral/Other |
|---|---|---|---|---|
| RSUs (2024 Program) | June 27, 2024 | 2,088 shares; ASC 718 FV $123.96/share | 50% vested Nov 2024 (third Wednesday); 50% vests May 2025 (third Wednesday), subject to continuous service | |
| Unvested RSUs (as of Jan 26, 2025) | — | 1,044 | Will vest per program schedule | Directors may elect settlement deferral to March of a future year or cessation/CIC under 409A; no dividends on unvested/deferred RSUs |
NVDA does not tie director compensation to performance metrics (e.g., revenue/TSR); director equity is time‑based RSUs with stated vesting and optional tax‑deferral features .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Public company boards | Current | None | No interlocks disclosed |
| Quantenna Communications, Inc. | Prior (2016–2019) | Director | No current overlap identified |
Expertise & Qualifications
- Deep technology industry knowledge; insights on structural change and high‑growth opportunities; strategy/M&A analysis; significant financial community experience .
- Degrees: BSEE, BA Economics, MS Computer Engineering (USC); MBA (Harvard) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares owned | 37,886,641 | As of March 24, 2025 |
| Shares issuable within 60 days | 1,044 | Reflects RSUs/options vesting within 60 days |
| Total beneficially owned | 37,887,685 | Shares owned + issuable |
| Percent of class | <1% | “*” denotes <1% per proxy footnote |
| Unvested RSUs (as of Jan 26, 2025) | 1,044 | Outstanding director RSUs |
| Ownership guidelines | Met/exceeds | Directors must hold 6x annual cash retainer; all non‑employee directors meet or exceed (except a 2024 appointee with 5‑year window) |
| Hedging/Pledging | Prohibited | Company bans hedging and pledging by directors |
Governance Assessment
- Strengths: Independent status and large personal stake align interests; consistent attendance; service on AC/NCGC (shifting to CC/NCGC) supports oversight of financial reporting and governance, then compensation/HCM .
- Compensation alignment: Simple director pay (cash + time‑based RSUs), no committee/meeting fees; target value held flat at $340k and below peer median; optional RSU deferral increases tax efficiency without adding risk .
- Conflicts/related‑party: NCGC approves related‑party transactions; none requiring disclosure in Fiscal 2025; policy bars hedging/pledging—reduces misalignment risk .
- Shareholder sentiment: Director election support for Stevens—15,325,129,515 For vs. 848,364,367 Against; say‑on‑pay received 14,806,756,684 For vs. 1,320,594,290 Against, indicating broad support for governance/compensation framework .
- Governance evolution: Board proposed removing supermajority provisions; stockholders did not reach required 66‑2/3% threshold—Board’s initiative signals responsiveness, although change did not pass .
Board Governance (Detail)
| Committee | Membership (Fiscal 2025) | Meetings | Select Oversight Topics |
|---|---|---|---|
| Audit Committee | Seawell (Chair), Jones, Lora, Shah, Stevens | 4 | Corporate accounting/financial reporting, internal audit, information security, ERM; reviews earnings releases and 10‑Q/10‑K |
| Nominating & Corporate Governance | Neal (Chair), Drell, Jones, Ochoa, Stevens | 3 | Board recruiting, governance principles/practices, related‑party approvals, public policy oversight |
| Compensation Committee | Hudson (Chair), Burgess, Coxe, Dabiri, Shah (post‑meeting adds: Drell, Stevens) | 4 | Director/executive compensation, benefits, HCM, workforce metrics; independent consultant (Exequity → Semler Brossy) |
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark A. Stevens | 85,000 | 258,828 | 343,828 |
RSU grant mechanics: 2024 Program RSUs determined by target value/30‑day trailing average price pre‑meeting; 50% vest Nov 2024, 50% May 2025; deferral allowed; no dividends on unvested/deferred RSUs .
RED FLAGS
- None disclosed: No related‑party transactions involving Stevens in Fiscal 2025; hedging/pledging prohibited; no shares pledged disclosed; attendance ≥75% .
- Monitoring: Large external investments via S‑Cubed Capital could create future perceived conflicts if counterparties overlap with NVDA ecosystem—NCGC approval process mitigates; no such transactions disclosed for Fiscal 2025 .