Melissa B. Lora
Director at NVDA
Board
About Melissa B. Lora
Independent director at NVIDIA since 2023; age 62. Former President, Taco Bell International (Yum! Brands) with a 31‑year career at Taco Bell including Global/Chief Financial & Development Officer roles. Audit Committee member and designated “audit committee financial expert.” Education: BS Finance (Cal State Long Beach) and MBA (Corporate Finance, USC). Other current public board: Conagra Brands, where she chairs the Audit & Finance Committee and serves on Nominating & Governance. Prior boards include KB Home (Lead Independent Director; Audit Chair) and MGIC Investment Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taco Bell (Yum! Brands) | President, Taco Bell International; Global CFO & Development Officer; CFO & Development Officer | 31-year career; retired 2018 | Senior operating and finance leadership in large global consumer enterprise |
| KB Home | Director; Lead Independent Director (from 2016); Audit Committee Chair (2008–2018) | 2004 – Apr 2024 | Led audit oversight and independent board leadership |
| MGIC Investment Corporation | Director | 2018 – 2022 | Public company governance experience |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Conagra Brands, Inc. | Director | 2019 | Chair, Audit & Finance; Member, Nominating & Governance |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; all members of AC/CC/NCGC are independent. Lora qualifies as an “audit committee financial expert.”
- Committees: Audit Committee (member). NVDA rotates committee assignments periodically; AC met four times in Fiscal 2025 with agenda including capitalization strategy, tax, treasury, internal audit, information security, ERM, and insurance reviews.
- Attendance: The Board met four times in Fiscal 2025; each director attended at least 75% of applicable Board and committee meetings. All directors attended the 2024 annual meeting (Ochoa joined after).
- Lead Director and executive sessions: Independent directors met in executive session at four scheduled quarterly meetings; Board has an independent Lead Director structure.
- Time commitment limits: None of NVIDIA’s directors serve on more than two public company boards (including NVIDIA); NCGC reviews outside commitments annually.
Committee Assignment Detail (Audit Committee)
| Committee | Membership (current/after 2025 meeting) | Chair | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Member (current and after the 2025 meeting) | A. Brooke Seawell (Chair) | Financial reporting oversight; internal audit; auditor appointment and independence; review of 10-Q/10-K; earnings materials; financial risk exposures; information security and cybersecurity controls |
Fixed Compensation (Non‑Employee Director Program; Fiscal 2025)
| Component | Amount / Detail |
|---|---|
| Annual cash retainer | $85,000 |
| Committee/meeting fees | None paid for serving as Lead Director, chair/member of committees, or meeting attendance |
| Equity grant (RSUs) | $258,828 ASC 718 grant‑date fair value; 2,088 shares granted June 27, 2024 at $123.96 ASC 718 FV per share |
| Total FY25 director compensation | $343,828 |
| 2024 Director Compensation Program design | Target total $340,000; below peer median; 50% of Program RSUs vest Nov 2024 and 50% vest May 2025 (subject to continuous service). Grants sized using 30‑day trailing average price before annual meeting to smooth volatility |
| Deferral program | Directors may elect to defer RSU settlement to a future March or separation/CIC, compliant with 409A |
| CIC/other benefits | No change‑in‑control benefits for directors other than plan‑wide vesting acceleration if awards are not assumed by an acquirer; no dividends on unvested or deferred RSUs |
| Compensation consultants | Exequity advised for 2024 Program; Semler Brossy engaged September 2024 after advisor retirement |
Performance Compensation
- NVIDIA does not use performance‑conditioned pay for non‑employee directors. Director equity awards are time‑vested RSUs per the annual program (no options, no PSU metrics) with the vesting cadence noted above.
Other Directorships & Interlocks
| Company | Industry Relationship to NVDA | Role/Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Conagra Brands | Consumer packaged goods; no disclosed related‑party transactions with NVDA | Director; Chair Audit & Finance; Member Nominating & Governance | No related‑party transactions requiring disclosure in Fiscal 2025; NCGC reviews/approves any such transactions |
| KB Home (prior) | Homebuilding (prior service) | Lead Independent Director; Audit Chair (historical) | Prior board roles ended Apr 2024 |
| MGIC (prior) | Mortgage insurance (prior service) | Director (historical) | Ended 2022 |
Expertise & Qualifications
- Financial expert with deep audit oversight experience: designated AC financial expert at NVDA; chaired audit at KB Home; chairs Audit & Finance at Conagra.
- Senior operating and finance leadership across a global consumer franchise (Taco Bell), providing risk, capital allocation, and growth management perspective.
- Governance credentials across multiple public boards, including lead independent directorship experience.
- Education in finance and corporate finance (BS Finance; MBA).
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned shares (as of Mar 24, 2025) | — (none reported) |
| Percent of outstanding | * (less than 1%) |
| Unvested RSUs held (as of Jan 26, 2025) | 3,984 (includes initial RSUs granted upon 2023 appointment) |
| Director stock ownership guideline | 6x annual cash retainer; 5 years to comply |
| Compliance status | Each non‑employee director meets/exceeds guidelines except Dr. Ochoa (joined 2024) |
| Hedging/pledging | Prohibited: no hedging, no margin, no pledging; Section 16 preclearance required |
Note: Beneficial ownership excludes unvested RSUs and RSUs vesting beyond 60 days of the record date; reported “—” does not necessarily contradict guideline compliance, which may include vested deferred stock and certain indirect holdings under policy definitions.
Related‑Party Transactions and Conflicts
- Policy: Transactions involving directors must be approved by NCGC; employees, officers, and directors must avoid conflicts/appearances of conflict.
- Fiscal 2025: No transactions with related persons requiring disclosure (none noted for Lora).
- Insider Trading Policy: Prohibits hedging/pledging and margin; mitigates misalignment risks.
Governance Assessment
-
Strengths
- Independent AC member and designated financial expert; strengthens financial reporting and cyber/information security oversight.
- Strong attendance culture: 75%+ attendance across directors; quarterly executive sessions reinforce independent oversight.
- Director pay structure emphasizes equity alignment (time‑vested RSUs) with no committee/meeting fees; total target slightly below peer median; reputable independent consultants.
- Rigorous ownership and anti‑hedging/pledging policies; Lora reported to meet ownership guidelines.
- No related‑party transactions requiring disclosure in FY25; NCGC oversight of conflicts.
-
Watch items
- Security Ownership table shows no beneficial shares as of Mar 24, 2025, while guideline compliance is reported; alignment may rely on deferred/indirect holdings or vesting timelines—continue to monitor delivered ownership vs. unvested RSUs.
- Multi‑board service includes Conagra (Audit & Finance Chair). NVIDIA’s policy caps public boards at ≤2 (including NVIDIA) and NCGC annually reviews commitments; maintain monitoring of time demands given AC workload at both companies.
References: NVIDIA DEF 14A (May 13, 2025)