Robert K. Burgess
Director at NVDA
Board
About Robert K. Burgess
Robert K. Burgess, age 67, has served as an independent director of NVIDIA since 2011 and is designated independent under Nasdaq rules; he is identified as a financial expert and has served on the Compensation Committee (CC) until the 2025 meeting, with assignment to the Nominating and Corporate Governance Committee (NCGC) thereafter. He holds a BCom from McMaster University, and previously served as CEO and Chairman of Macromedia, with earlier executive roles at SGI and Alias Research in computer graphics and software, bringing senior management, financial and risk management expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macromedia, Inc. | Chief Executive Officer; Chairman; Executive Chairman | 1996–2005 | Led company until acquisition by Adobe; board leadership |
| Silicon Graphics, Inc. (SGI) | Key executive positions | 1984–1991; resumed roles in 1996 | Computer graphics leadership experience |
| Alias Research, Inc. | Chief Executive Officer; Director | 1991–1995 | Led publicly traded 3D software company until acquisition by SGI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adobe Inc. | Director | 2005–2019 | Post-Macromedia acquisition board service |
| Rogers Communications Inc. | Director | 2016–2019 | Communications and media company board service |
| Other current public company boards | None | — | No current public company directorships |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; committee members of AC, CC, and NCGC are independent .
- Committee assignments: Burgess served on the CC through the 2025 meeting and will serve on the NCGC thereafter; he is identified as a financial expert .
- Attendance: The Board met four times in Fiscal 2025; each Board member attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors met in executive sessions at four scheduled quarterly Board meetings in Fiscal 2025 .
- No additional fees: NVIDIA does not pay extra for serving as Lead Director, committee chair/member, or meeting attendance .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Cash Retainer ($) | 85,000 | 85,000 |
| Committee Chair/Member Fees ($) | 0 (no additional fees) | 0 (no additional fees) |
| Meeting Fees ($) | 0 (no meeting fees) | 0 (no meeting fees) |
| Total Cash ($) | 85,000 | 85,000 |
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards – RSUs ($, ASC 718) | 274,268 | 258,828 |
| RSU Grant – Shares (2024 Program) | 2,088 shares, granted June 27, 2024; fair value $123.96/share | 50% vested Nov 2024; 50% vesting May 2025 (subject to service) |
| Unvested RSUs (as of Jan 26, 2025) | — | 1,044 |
| Options/PSUs (Director) | None disclosed | None disclosed |
- RSU vesting and deferral: 2024 Program RSUs vest 50% in Nov 2024 and 50% in May 2025; directors may elect to defer settlement to specified future dates under Section 409A .
- No dividends on unvested or vested-but-deferred RSUs .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Adobe (2005–2019); Rogers Communications (2016–2019) |
| Interlocks/insider participation | CC members (including Burgess) had no interlocks; other than Dr. Shah, no relationships requiring related-party disclosure among CC members . |
Expertise & Qualifications
- Skills matrix: Senior leadership & operations; financial/financial community; governance & public company board; emerging technologies & business models; human capital management .
- Background: Decades in computer graphics/software; CEO and board leadership across multiple technology companies .
Equity Ownership
| Metric (as of Mar 24, 2025) | Value |
|---|---|
| Shares Owned | 250,000 |
| Shares Issuable Within 60 Days (RSUs/options) | 1,044 |
| Total Beneficially Owned | 251,044 |
| Ownership % of Outstanding | <1% |
| Director Stock Ownership Guideline | 6× annual cash retainer; 5-year compliance window |
| Compliance Status | Each non-employee director meets/exceeds, except newly appointed Dr. Ochoa (within window) |
| Hedging/Pledging | Prohibited under Insider Trading Policy (no hedging, margin purchases, borrowing against stock, or pledging) |
Governance Assessment
- Committee impact and rotation: Burgess’ move from CC to NCGC supports board refreshment and diversified oversight; the Board regularly rotates committee memberships/chairs .
- Attendance and engagement: Company-wide disclosure indicates strong attendance (≥75%) and regular independent executive sessions; supports effective oversight .
- Pay structure alignment: Director pay is a simple cash retainer plus time-vested RSUs (no meeting/chair fees), aligning with shareholder-friendly practices; FY 2025 total was $343,828 vs. $359,268 in FY 2024, reflecting lower RSU grant-value year-over-year .
- Related-party risk: No Burgess-related transactions disclosed; NCGC reviews and approves related party transactions; only CEO family and Dr. Shah’s son were disclosed, with market-based compensation and no involvement by related directors .
- RED FLAGS: None disclosed for Burgess. Hedging/pledging bans and ownership guidelines reduce alignment risks; no committee interlocks or related-party dealings noted for him .