Stephen C. Neal
Lead Independent Director at NVDA
Board
About Stephen C. Neal
Stephen C. Neal (age 76) is NVIDIA’s Lead Independent Director and Chair of the Nominating and Corporate Governance Committee (NCGC). He is Chairman Emeritus and Senior Counsel at Cooley LLP, having served as Cooley’s CEO from 2001–2008, and brings deep boardroom advisory experience as a trial lawyer; he joined NVIDIA’s board in 2019 and is classified as independent under Nasdaq rules . He holds an AB from Harvard University and a JD from Stanford Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooley LLP | CEO; now Chairman Emeritus & Senior Counsel | CEO 2001–2008; current Chairman Emeritus & Senior Counsel | Led firm; extensive experience advising boards and directors on governance and legal matters |
| Kirkland & Ellis LLP | Partner | Prior to joining Cooley in 1995 | Corporate and litigation experience relevant to governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levi Strauss & Co. | Director; Chairperson of the Board | Director 2007–2021; Chair 2011–2021 | Led board; public company governance leadership |
| Oversight Board Trust (perpetual Delaware trust) | Chairman | Not disclosed | Oversight leadership role |
| William and Flora Hewlett Foundation | Chairman (prior) | Not disclosed | Nonprofit board leadership |
| Monterey Bay Aquarium | Chairman (prior) | Not disclosed | Nonprofit board leadership |
| Other current public company boards | None | — | Reduces interlock/conflict risk |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; all members of AC, CC, and NCGC are independent. Neal is independent and serves as Lead Director and NCGC Chair .
- Committee leadership: Neal is NCGC Chair and continues in that role after the 2025 meeting; NCGC oversees director nominations, governance policies, related-party approvals, trade/regulatory oversight, and compliance processes .
- Lead Director responsibilities: Sets Board schedules, collaborates on agendas, moderates executive sessions, liaises between independent directors and CEO, engages with shareholders, and can elevate risk topics to the Board . The Board cites his legal, risk, and executive experience as strong qualifications for this role .
- Attendance and engagement: The Board met four times in Fiscal 2025; each director attended ≥75% of Board and applicable committee meetings. Independent directors held executive sessions at each quarterly meeting. Neal participates in annual shareholder outreach in his Lead Director capacity .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | $85,000 (no additional fees for Lead Director, committee chair/membership, or meetings) |
| Equity (RSUs) – 2024 Program | 2,088 RSUs granted June 27, 2024; grant-date fair value per share $123.96; total ASC 718 value $258,828; vests 50% Nov 2024 and 50% May 2025, subject to service |
| Total director compensation (FY2025) | $343,828 ($85,000 cash + $258,828 stock awards) |
| Program positioning | Target total value $340,000; slightly below peer median; CC uses independent consultant (shifted from Exequity to Semler Brossy in Sept 2024) |
| Other benefits | Expense reimbursement; no director-specific CIC benefits except award vesting acceleration if awards are not assumed/substituted upon a change-in-control; no dividends on unvested/vested-but-deferred RSUs; optional RSU deferral for tax planning |
Performance Compensation
| Element | Structure | Metric/Terms |
|---|---|---|
| Performance-based director compensation | None disclosed/applicable | NVIDIA’s non-employee director program uses service-vesting RSUs; no director performance metrics; no additional pay for Lead Director or committee roles |
Other Directorships & Interlocks
- Current public boards: None (reduces potential interlocks) .
- Compensation Committee interlocks: Company discloses no interlocks; no NVIDIA executive serves on another company board/comp committee that includes NVIDIA CC members (Neal is not on CC) .
- Time commitments: NVIDIA’s NCGC reviews outside commitments annually; none of its directors serve on more than two public boards (including NVIDIA), and none of its non-employee directors are public-company CEOs/executives .
Expertise & Qualifications
- Governance/legal and risk management expertise; former law firm CEO; extensive board advisory experience; former public company board chair (Levi Strauss & Co.) .
- Skills matrix indicates strengths in Governance & Public Company Board and Regulatory, Legal & Risk Management; also Senior Leadership & Operations .
Equity Ownership
| Metric | Amount / Status |
|---|---|
| Shares owned (beneficial) | 210,680 shares (via personal and trust holdings; see footnote breakdown) |
| Vested but deferred RSUs | 1,044 shares (deferred for future issuance) |
| Unvested RSUs (as of Jan 26, 2025) | 1,044 RSUs |
| Ownership as % of outstanding | <1% (table denotes “*” less than 1%) |
| Pledging/hedging | No pledging disclosed for Neal in ownership footnotes; directors subject to stock ownership and conduct policies |
| Director ownership guideline | 6x annual cash retainer; all non-employee directors meet/exceed except Dr. Ochoa (new in 2024) |
Governance Assessment
- Strengths
- Independent Lead Director with clearly defined authorities; active role in risk oversight and shareholder engagement enhances board accountability and information flow .
- Strong independence posture (all directors but CEO independent; all committee members independent); Neal chairs NCGC, which approves related-party transactions and oversees compliance/governance .
- Attendance and engagement standards met (≥75% attendance; quarterly executive sessions), supporting effective oversight .
- Director pay structure is straightforward and equity-aligned; no premium for Lead Director or chair roles; target below peer median; robust stock ownership guidelines met by Neal (6x retainer) .
- No related-party transactions involving Neal disclosed; Cooley LLP relationships not cited as transactions with NVIDIA in FY2025 .
- Watch items
- None material identified in disclosed materials. Continue monitoring for any future related-party engagements and adherence to ownership/hedging policies; NCGC (chaired by Neal) provides the approval checkpoint .
RED FLAGS: None disclosed for Stephen C. Neal (no attendance shortfalls, no related-party transactions, no pledging, no premium fees) .