Tench Coxe
Director at NVDA
Board
About Tench Coxe
Tench Coxe, age 67, has served on NVIDIA’s board since 1993 and is an independent director with deep venture investing and financial community experience. He is a former Managing Director at Sutter Hill Ventures (1989–2020), holds a BA in Economics from Dartmouth and an MBA from Harvard, and brings expertise in transactional analysis, corporate strategy, and emerging technology trends. He currently serves on NVIDIA’s Compensation Committee and will join the Audit Committee after the 2025 Annual Meeting; he will step down from the Artisan Partners Asset Management board at Artisan’s 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Hill Ventures | Managing Director | 1989–2020 | Focused on IT investments; brings venture investor perspective to board strategy |
| Digital Communication Associates | Director of Marketing & MIS | Pre-1987 | Operational/marketing background relevant to tech strategy |
| Mattersight Corp. | Director | 2000–2018 | Customer loyalty software; public board governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Artisan Partners Asset Management Inc. | Director | Since 1995 | Will no longer serve as of Artisan’s 2025 annual meeting (footnote in proxy) |
Board Governance
- Independence and tenure: Independent under Nasdaq rules; long-tenured member since 1993 .
- Committee assignments: Compensation Committee (current and post-2025); Audit Committee (effective after 2025 Meeting). AC chaired by A. Brooke Seawell; CC chaired by Dawn Hudson .
- Attendance and engagement: Board met four times in FY2025; each director attended ≥75% of board and committee meetings. Independent directors held executive sessions at four quarterly meetings .
- Board leadership: Independent Lead Director structure; regular executive sessions and annual self-assessments to strengthen oversight .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non‑employee director retainer |
| Committee/member/meeting fees | $0 | NVIDIA does not pay additional fees for committee roles, chair roles, or meeting attendance |
Performance Compensation
| Component | Grant Date | Shares / Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | June 27, 2024 | 2,088 RSUs; $123.96 ASC 718 per share (aggregate fair value $258,828) | 50% vests third Wednesday Nov 2024; 50% vests third Wednesday May 2025 (subject to continuous service) | None; director equity is RSUs with time-based vesting; no options outstanding since end of FY2024 |
Directors do not receive dividends on unvested or deferred RSUs; directors may elect to defer RSU settlement under Section 409A to future dates/change-in-control or cessation of service .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Artisan Partners Asset Management Inc. | Director | Proxy notes Coxe will leave this board in 2025; NVIDIA states no compensation committee interlocks involving its executives or directors (other than a disclosure pertaining to Dr. Shah) |
Expertise & Qualifications
- Financial/financial community; governance/public company board; industry/technical; human capital management experience (per skills matrix) .
- Biography emphasizes transactional analysis, strategy, and emerging technology insight from venture capital career .
Equity Ownership
| Metric (as of March 24, 2025 unless noted) | Amount | Detail |
|---|---|---|
| Shares owned | 32,555,240 | Includes 4,852,480 in a retirement trust and 27,671,360 in The Coxe Revocable Trust (shared voting/investment power; beneficial ownership disclaimed except to pecuniary interest) |
| Shares issuable within 60 days | — | — |
| Total beneficially owned | 32,555,240; Percent: * (<1%) | Table indicates “*” for <1% |
| Unvested RSUs (as of Jan 26, 2025) | 1,044 | Standard annual director program RSUs outstanding |
| Vested RSUs deferred | 21,924 | Deferred for future issuance (footnote) |
| Pledged/hedged shares | Prohibited | Insider Trading Policy prohibits hedging, margin, and pledging NVIDIA stock |
| Director ownership guideline | 6x annual cash retainer | All non‑employee directors meet/exceed guidelines except new appointee Ochoa; Coxe meets guideline |
Governance Assessment
- Committee influence and financial expertise: Coxe’s venture background and planned addition to the Audit Committee post‑2025 Meeting strengthen oversight of financial reporting and capital allocation; continued CC membership aligns board pay and human capital oversight with investor interests .
- Alignment: Significant beneficial ownership and compliance with stringent director stock ownership guidelines; hedging/pledging prohibited—positive alignment signals .
- Attendance and engagement: Strong engagement (≥75% attendance) and quarterly executive sessions underpin board effectiveness and independence .
- Interlocks/conflicts: Proxy discloses no compensation committee interlocks involving NVIDIA executives/directors (other than Dr. Shah’s disclosure) and no related‑party transactions requiring NCGC approval tied to Coxe—low conflict risk; stepping off Artisan reduces potential external time commitments/interlocks .
- Refreshment: Very long tenure can raise independence/refresh concerns; NVIDIA rotates committee memberships/chairs and conducts annual self‑assessments to mitigate staleness risk .
- Shareholder responsiveness: Annual say‑on‑pay, majority voting, proxy access, and outreach to holders of ~31% in Fall 2024 reflect governance practices supporting investor confidence .
Red flags: None evident specific to Coxe (no pledging/hedging; no RPTs; meets ownership guidelines). Long tenure is the main watchpoint, partially mitigated by committee rotations and ongoing refreshment practices .
Notes on Policies Relevant to Compensation and Conflicts
- Director comp structure targets total value ~$340,000 (cash + RSUs); actual FY2025 reported total for Coxe was $343,828 due to ASC 718 fair value of equity on grant date; no meeting or committee fees and no director-specific change‑in‑control benefits other than standard equity plan treatment if awards are not assumed .
- Insider Trading Policy bans hedging, margin, and pledging; Section 16 compliance was achieved across directors in FY2025 except for two late filings by Dr. Drell (reported on Form 5); no issues noted for Coxe .