Persis S. Drell

About Persis S. Drell

Persis S. Drell, age 69, is an independent director of NVIDIA, serving on the Board since 2015. She is a Professor of Materials Science and Engineering and Physics at Stanford University, previously serving as Stanford’s Provost (2017–2023), Dean of the School of Engineering (2014–2017), and Director of SLAC National Accelerator Laboratory (2007–2012). She holds an AB in Mathematics and Physics from Wellesley College and a PhD from the University of California, Berkeley. She is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and a Fellow of the American Physical Society and AAAS.

Past Roles

Organization	Role	Tenure	Committees/Impact
Stanford University	Provost	2017–2023	Senior academic and administrative leadership of the university
Stanford School of Engineering	Dean	2014–2017	Led engineering school strategy and operations
SLAC National Accelerator Laboratory (Stanford)	Director	2007–2012	Directed national lab operations and scientific programs
Stanford University	Professor (MSE & Physics)	Faculty since 2002	Research and teaching in materials science and physics

External Roles

Organization	Role	Tenure	Notes
National Academy of Sciences	Member	Not disclosed	Elected membership in U.S. scientific academy
American Academy of Arts and Sciences	Member	Not disclosed	Elected membership
American Physical Society	Fellow	Not disclosed	Professional honor
American Association for the Advancement of Science	Fellow	Not disclosed	Professional honor
Guggenheim Foundation	Guggenheim Fellow	Not disclosed	Research fellowship award
NSF	Presidential Young Investigator Awardee	Not disclosed	Early-career award
Other public company boards	None	—	No other public company directorships reported

Board Governance

Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; all committee members are independent. Drell is designated independent.
Committees: Member, Nominating & Corporate Governance Committee (NCGC) until the 2025 Meeting; will serve on the Compensation Committee (CC) after the 2025 Meeting.
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 (except a newly appointed director after that meeting).
Board structure: Independent Lead Director model; independent directors meet in executive sessions at regular quarterly meetings.
Tenure: Director since 2015.
Stock ownership policy: Non‑employee directors must hold shares equal to 6× annual cash retainer; all current non‑employee directors (other than a 2024 appointee still within the 5‑year phase‑in) meet or exceed guidelines.

Fixed Compensation

Component	Fiscal 2025 Amount	Notes
Annual cash retainer	$85,000	Standard non‑employee director cash retainer; no extra fees for Lead Director, committee chair/membership, or per‑meeting fees
Equity (RSUs) – grant date fair value	$258,828	2,088 RSUs granted June 27, 2024 to each then‑serving director; ASC 718 fair value per share $123.96; 50% vested Nov 2024, 50% vests May 2025, subject to service
Total director compensation	$343,828	Sum of cash and RSU grant date fair value
Program target (Company-wide reference)	$340,000	2024 Program target for non‑employee directors; slightly below peer median
Other features	No change‑in‑control cash; RSU acceleration only if awards are not assumed/substituted; deferral of RSU settlement permitted; no dividends on unvested/deferred RSUs; expenses reimbursed

Performance Compensation

Performance‑Conditioned Elements	Status
Performance‑based director pay	None – NVIDIA’s director compensation uses cash retainers and time‑vesting RSUs; no director performance metrics disclosed

Other Directorships & Interlocks

Item	Status	Notes
Current public company boards (other than NVIDIA)	None	No other public company directorships disclosed
Compensation Committee interlocks	None disclosed	CC membership had no interlocks; Drell slated to join CC after the 2025 Meeting

Expertise & Qualifications

Skills matrix: Senior Leadership & Operations; Industry & Technical; Governance & Public Company Board; Emerging Technologies & Business Models; Human Capital Management.
Education: AB in Mathematics and Physics (Wellesley); PhD (UC Berkeley).
Recognitions: National Academy of Sciences; American Academy of Arts & Sciences; Fellow of APS and AAAS; Guggenheim Fellow; NSF Presidential Young Investigator.

Equity Ownership

Holder	Shares Owned	Unvested RSUs	Total Beneficially Owned	% of Outstanding
Persis S. Drell	179,784 [held via The Welch‑Drell 2009 Revocable Trust]	1,044 [as of Jan 26, 2025]	180,828	<1%

Additional alignment and safeguards:

Director stock ownership guidelines: Must hold 6× annual cash retainer; compliance reported for all non‑employee directors other than a 2024 appointee still within the 5‑year window.
Hedging/pledging: Prohibited for directors (no hedging, margin, or pledging of NVIDIA stock).
Options: NVIDIA reports no stock options outstanding since the end of Fiscal 2024 (director equity is in RSUs).

Governance Assessment

Strengths
- Independent, long‑tenured director with deep STEM/academic leadership and lab‑management experience aligned to NVIDIA’s technology and innovation needs.
- Committee rotation enhances oversight breadth; slated move from NCGC to CC increases involvement in human capital and pay oversight.
- Strong alignment: meaningful equity ownership, compliance with ownership guidelines, and strict anti‑hedging/pledging policy.
- Board‑wide attendance and engagement standards met; independent executive sessions and Lead Director structure support effective oversight.
Risks/Considerations
- RED FLAG (administrative): Two late Section 16(a) Form 4 filings (subsequently reported on Form 5); no related‑party transactions disclosed.
- No other public company board service reduces interlock/conflict risk but also limits exposure to broader public board practices.