DEF 14A 1 nvda2020definitiveproxysta.htm DEF 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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NVIDIA CORPORATION
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image0a23.jpg
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
Date and time:
Tuesday, June 9, 2020 at 11:00 a.m. Pacific Daylight Time
 
 
Location:
Online at www.virtualshareholdermeeting.com/NVIDIA2020

Items of business:

Election of eleven directors nominated by the Board of Directors
Approval of our executive compensation
Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021
Approval of an amendment and restatement of our Amended and Restated 2007 Equity Incentive Plan
Approval of an amendment and restatement of our Amended and Restated 2012 Employee Stock Purchase Plan
 
 
 
Transaction of other business properly brought before the meeting
 
 
Record date:
You can attend, and vote at, the annual meeting if you were a stockholder of record at the close of business on April 13, 2020.
 
 
Virtual meeting admission:
We will be holding our annual meeting online only this year at www.virtualshareholdermeeting.com/NVIDIA2020. To participate in the annual meeting, you will need the control number included on your notice of proxy materials or printed proxy card.
 
 
Pre-meeting forum:
In order to allow for communication with our stockholders in connection with the annual meeting, we have established a pre-meeting forum located at www.proxyvote.com where you can submit advance questions to us.
Your vote is very important. Whether or not you plan to attend the virtual meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 9, 2020. This Notice, our Proxy Statement, our Annual Report on Form 10-K, and our Annual Review are available at www.nvidia.com/proxy.
By Order of the Board of Directors
image1a21.jpg
Timothy S. Teter
Secretary
2788 San Tomas Expressway, Santa Clara, California 95051
April 29, 2020



TABLE OF CONTENTS
 
PAGE



DEFINITIONS
2007 Plan
NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
2012 ESPP
NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
AC
Audit Committee
Base Operating Plan
Performance goal necessary to earn the target award under the Variable Cash Plan and for the target number of SY PSUs to become eligible to vest
Board
The Company’s Board of Directors
CC
Compensation Committee
CD&A
Compensation Discussion and Analysis
CEO
Chief Executive Officer
CFO
Chief Financial Officer
Charter
The Company’s Amended and Restated Certificate of Incorporation
Company
NVIDIA Corporation, a Delaware corporation
Control Number
Identification number for each stockholder included in Notice or proxy card
Dodd Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
Exchange Act
Securities Exchange Act of 1934, as amended
Exequity
Exequity LLP, the CC’s independent compensation consultant
FASB
Financial Accounting Standards Board
Fiscal 20__
The Company’s fiscal year ended on the last Sunday in January of the stated year
Form 10-K
The Company’s Annual Report on Form 10-K for Fiscal 2020 filed with the SEC on February 20, 2020
GAAP
Generally accepted accounting principles
Internal Revenue Code
U.S. Internal Revenue Code of 1986, as amended
Lead Director
Lead independent director
Meeting
Annual Meeting of Stockholders
MY PSUs
Multi-year PSUs with a three-year performance metric
Nasdaq
The Nasdaq Stock Market LLC
NCGC
Nominating and Corporate Governance Committee
NEOs
Named Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated executive officers as of the end of Fiscal 2020
Non-GAAP Operating Income
GAAP operating income adjusted for stock-based compensation expense, acquisition-related and other costs, and legal settlement costs, as the Company reports in its respective earnings materials.  The net aggregate adjustment to GAAP operating income for these items for Fiscal 2020 was $889 million and for Fiscal 2019 was $603 million.  Please see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP measures and GAAP results
Notice
Notice of Internet Availability of Proxy Materials
NYSE
New York Stock Exchange
PSUs
Performance stock units
PwC
PricewaterhouseCoopers LLP
RSUs
Restricted stock units
S&P 500
Standard & Poor’s 500 Composite Index
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Stretch
Performance goal necessary for the maximum number of MY PSUs to become eligible to vest
Stretch Operating Plan
Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum number of SY PSUs to become eligible to vest
SY PSUs
PSUs with a single-year performance metric, vesting over four years
Target
Performance goal necessary for the target number of MY PSUs to become eligible to vest
Threshold
Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vest
TSR
Total shareholder return
Variable Cash Plan
The Company’s variable cash compensation plan

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PROXY SUMMARY
This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
2020 Annual Meeting of Stockholders
Date and time:
Tuesday, June 9, 2020 at 11:00 a.m. Pacific Daylight Time
Location:
Online at www.virtualshareholdermeeting.com/NVIDIA2020
Record date:
Stockholders as of April 13, 2020 are entitled to vote
Admission to meeting:
You will need your Control Number to attend the annual meeting
Voting Matters and Board Recommendations
A summary of the 2020 Meeting proposals is below. Every stockholder’s vote is important. Our Board urges you to vote your shares FOR each of the proposals.
Matter
 
Page
 
Board Recommendation
 
Vote Required
for Approval
 
Effect of Abstentions
 
Effect of Broker Non-Votes
Management Proposals:
 
 
 
 
 
 
 
 
 
 
 
Election of eleven directors
 
 
FOR each director nominee
 
More FOR than WITHHOLD votes
 
None
 
None
 
Approval of our executive compensation
 
 
FOR
 
Majority of shares present
 
Against
 
None
 
Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2021
 
 
FOR
 
Majority of shares present
 
Against
 
None
 
Approval of an amendment and restatement of our 2007 Equity Incentive Plan
 
 
FOR
 
Majority of shares present
 
Against
 
None
 
Approval of an amendment and restatement of our 2012 Employee Stock Purchase Plan
 
 
FOR
 
Majority of shares present
 
Against
 
None
Election of Directors (Proposal 1)
The following table provides summary information about each director nominee:
 
Name
 
Age
 
Director Since
 
Occupation
 
Independent
 
Financial Expert
 
Committee Membership
 
 
Robert K. Burgess
 
62
 
2011
 
 
Independent Consultant
 
ü
 
ü
 
CC
 
Tench Coxe
 
62
 
1993
 
 
Managing Director, Sutter Hill Ventures
 
ü
 
 
 
CC
 
Persis S. Drell
 
64
 
2015
 
 
Provost, Stanford University
 
ü
 
 
 
CC
 
Jen-Hsun Huang
 
57
 
1993
 
 
President & CEO, NVIDIA Corporation
 
 
 
 
 
 
 
Dawn Hudson
 
62
 
2013
 
 
Independent Consultant
 
ü
 
ü
 
AC
 
Harvey C. Jones
 
67
 
1993
 
 
Managing Partner, Square Wave Ventures
 
ü
 
ü
 
CC, NCGC
 
Michael G. McCaffery
 
66
 
2015
 
 
Managing Director, Makena Capital Management
 
ü
 
ü
 
AC
 
Stephen C. Neal
 
71
 
2019
 
 
Chairman Emeritus & Senior Counsel, Cooley LLP
 
ü
 
 
 
NCGC
 
Mark L. Perry (1)
 
64
 
2005
 
 
Independent Consultant
 
ü
 
ü
 
AC, NCGC
 
A. Brooke Seawell
 
72
 
1997
 
 
Venture Partner, New Enterprise Associates
 
ü
 
ü
 
CC
 
Mark A. Stevens
 
60
 
2008
(2) 
 
Managing Partner, S-Cubed Capital
 
ü
 
 
 
AC, NCGC
(1) Lead Director
(2) Mr. Stevens previously served as a member of our Board from 1993 until 2006
Board Overview and Recent Refreshment
Our director nominees exhibit a variety of competencies, professional experience, and backgrounds, and contribute diverse viewpoints and perspectives to our Board. While the Board benefits from the experience and institutional knowledge that

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our longer-serving directors bring, it has also brought in new perspectives and ideas by appointing three new directors in the last five years. Furthermore, James C. Gaither, who has served on our Board since 1999, is not seeking re-election effective as of the 2020 Meeting. Below are the skills and competencies that our NCGC and Board consider important for our directors to have in light of our current business and future market opportunities, and the number of directors who possess them:

a2020competenciescol.jpg

Our NCGC and Board also consider diversity in business experience, professional expertise, gender and ethnic background among Board members in recommending nominees to serve as directors.
Corporate Governance Highlights
Our Board is committed to strong corporate governance to promote the long-term interests of NVIDIA and our stockholders. We seek a collaborative approach to stockholder issues that affect our business and to ensure that our stockholders see our governance and executive pay practices as well-structured. In the Fall of 2019, we contacted stockholders holding approximately 1% or more of our common stock (except for brokerage firms and index funds who we know do not engage in individual conversations with companies), representing an aggregate ownership of 31%, to gain insights into their views on corporate governance, executive compensation and environmental, social and corporate governance issues. Our management and Lead Director met with stockholders holding, in total, 19% of our common stock.
Highlights of our corporate governance practices include:  
ü Proxy access
ü Declassified Board
ü Majority voting for directors
ü Active Board oversight of risk and risk management
ü All Board members independent, except for our CEO
ü Independent Lead Director
ü 75% or greater attendance by each Board member at
     meetings of the Board and applicable committees
ü Independent directors frequently meet in executive sessions
ü At least annual Board and committee self-assessments
ü Annual stockholder outreach, including NCGC participation
ü Stock ownership guidelines for our directors and executive officers
Approval of Executive Compensation for Fiscal 2020 (Proposal 2)
We are asking our stockholders to cast a non-binding vote, also known as “say-on-pay,” to approve our NEOs’ compensation. The Board believes that our compensation policies and practices are effective in achieving our goals of paying for performance; attracting, motivating and retaining a high-caliber executive team; aligning our executives’ interests with those of our stockholders to create long-term value; and achieving simplicity and transparency with our compensation program. The Board and our stockholders have approved holding our “say-on-pay” votes annually.
Executive Compensation Highlights
Our executive compensation program is designed to pay for performance. We utilize compensation elements that align our NEOs’ interests with those of our stockholders to create long-term value. Our NEO pay is heavily weighted toward performance-based, “at-risk” variable cash and long-term equity awards that are only earned if the Company achieves pre-established corporate financial metrics, but capped at a maximum of 200% of target (or 150% of target for our CEO’s PSUs).

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For the last several years, approximately 90% of our CEO’s, and over 50% of our other NEOs’, target pay has been performance-based and at-risk, and 100% of our CEO’s equity awards have been in the form of PSUs only.
At our 2019 Meeting, over 96% of the votes cast approved the compensation paid to our NEOs for Fiscal 2019. After considering this advisory vote, the feedback from our annual stockholder outreach, and the Company’s Fiscal 2020 outlook at the time of its determination, our CC concluded that our program effectively aligned executive pay with stockholder interests. Therefore, the CC maintained the same general executive compensation structure for Fiscal 2020, and kept executive target pay essentially flat with Fiscal 2019.
Financial Performance and Link to Executive Pay
Despite a challenging start to Fiscal 2020 with excess channel inventory in our Gaming business and a pause in hyperscale spending in our Datacenter business, our business recovered in the second half of the year. As described above, a significant portion of our executive pay opportunities are tied to the achievement of rigorous financial measures that drive business value and contribute to our long-term success. The tables below show our goals and achievement for each of these measures for the applicable period ended Fiscal 2020, and their respective impact on our executive pay:
 
 
Revenue
 
Non-GAAP Operating Income*
 
3-Year TSR
 
 
Performance Goal
 
Payout as a % of Target Opportunity(1)
 
Performance Goal
 
Shares Eligible to Vest as a % of
Target Opportunity(1)
 
Performance Goal
 
Shares Eligible to Vest as a % of
Target Opportunity(1)
Threshold
 
$10.5 billion
 
50%
 
$3.21 billion
 
50%
 
25th percentile
 
25%
Base Operating Plan (Target for MY PSUs)
 
$11.4 billion
 
100%
 
$3.75 billion
 
100%
 
50th percentile
 
100%
Stretch Operating Plan (Stretch for MY PSUs)
 
$12.0 billion
 
200%
 
$4.23 billion
 
150% for CEO; 200% for our other NEOs
 
75th percentile
 
150% for CEO; 200% for our other NEOs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance and Payout
 
Achieved Fiscal 2020 revenue of $10.92 billion, resulting in a Variable Cash Plan payout at 73.2% of target
 
Achieved Fiscal 2020 Non-GAAP Operating Income of $3.73 billion, resulting in 98.6% of target SY PSUs becoming eligible to vest
 
Achieved 3-year TSR of 138% (95th percentile of S&P 500), resulting in maximum number of MY PSUs becoming eligible to vest
(1)
For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.

* See Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP measures and GAAP results.
Ratification of the Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2021 (Proposal 3)
Although not required, we are asking our stockholders to ratify the AC’s selection of PwC as our independent registered public accounting firm for Fiscal 2021 because we believe it is a matter of good corporate practice. If our stockholders do not ratify the selection, the AC will reconsider the appointment, but may nevertheless retain PwC. Even if the selection is ratified, the AC may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of NVIDIA and our stockholders.
Approval of an Amendment and Restatement of our 2007 Plan (Proposal 4)
We are asking our stockholders to approve an amendment and restatement of our 2007 Plan primarily to increase the share reserve by 14,800,000 shares; to remove a minimum 12-month vesting requirement from the date of grant on awards under the Proposed 2007 Plan; to prohibit paying dividends on unvested awards; and to extend the term of the 2007 Plan to April 2030, which would otherwise expire in March 2022. The Board recommends a vote FOR this proposal because equity awards are an important component of our compensation program and the continued ability to issue these awards is essential to attracting, retaining and motivating our employees.
Approval of an Amendment and Restatement of our 2012 ESPP (Proposal 5)
We are asking our stockholders to approve an amendment and restatement of our 2012 ESPP to increase the share reserve by 2,000,000 shares. The Board recommends a vote FOR this proposal because our employee stock purchase program is an important employee benefit and is essential to attracting, retaining and motivating our employees.


4


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NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 486-2000
  ____________________________________________________
PROXY STATEMENT FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 2020
____________________________________________________

INFORMATION ABOUT THE MEETING
Your proxy is being solicited for use at the 2020 Meeting on behalf of the Board. Our 2020 Meeting will take place on Tuesday, June 9, 2020 at 11:00 a.m. Pacific Daylight Time.
Meeting Attendance
If you were an NVIDIA stockholder as of the close of business on the April 13, 2020 record date, or if you hold a valid proxy, you can attend, ask questions during, and vote at our 2020 Meeting at www.virtualshareholdermeeting.com/NVIDIA2020. Our meeting will be held entirely online; use the Control Number included on your Notice or printed proxy card to enter. Anyone can also listen to the meeting live at www.virtualshareholdermeeting.com/NVIDIA2020. An archived copy of the webcast will be available at www.nvidia.com/proxy through June 23, 2020.
Even if you plan to attend the 2020 Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to attend.
Virtual Meeting Philosophy and Benefits
The Board believes that holding the meeting in a virtual format invites participation by a broader group of stockholders, while reducing the costs associated with an in-person meeting. This balance allows the meeting to remain focused on matters directly relevant to the interests of stockholders in a way that makes efficient use of Company resources. To provide our stockholders with a similar level of transparency to an in-person meeting format, we will provide stockholders with the opportunity to submit questions through our pre-meeting forum located at www.proxyvote.com (using the Control Number included on your Notice or printed proxy card) and during the meeting through the 2020 Meeting website.
Quorum and Voting
To hold our 2020 Meeting, we need a majority of the outstanding shares entitled to vote at the close of business on the April 13, 2020 record date, or a quorum, represented at the 2020 Meeting either by attendance online or by proxy. On April 13, 2020, there were 615,135,104 shares of common stock outstanding and entitled to vote, meaning that 307,567,553 shares must be represented at the 2020 meeting or by proxy to have a quorum. A list of stockholders entitled to vote will be available for 10 days prior to the 2020 Meeting. If you would like to view the stockholder list, please contact our Investor Relations Department with an electronic mail message to NVIDIAInvestorRelations@nvidia.com or at (408) 486-2000 to schedule an appointment or for alternative arrangements to the extent office access is impracticable due to COVID-19 orders. In addition, the list of stockholders will be available during the 2020 Meeting for inspection by stockholders of record for any legally valid purpose related to the 2020 Meeting at www.virtualshareholdermeeting.com/NVIDIA2020.
Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2020 Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is not a quorum, a majority of the votes present may adjourn the meeting to another date.
You may vote FOR any nominee to the Board, you may WITHHOLD your vote for any nominee or you may ABSTAIN from voting. For each other matter to be voted on, you may vote FOR or AGAINST or ABSTAIN from voting.

5


Stockholder of Record
You are a stockholder of record if your shares were registered directly in your name with our transfer agent, Computershare, on April 13, 2020, and can vote shares in any of the following ways:
By attending the 2020 Meeting online and voting during the meeting;
Via mail, by signing and mailing your proxy card to us before the 2020 Meeting; or
By telephone or via the Internet, by following the instructions provided in the Notice or your proxy materials.

You may change your vote or revoke your proxy before the final vote at the 2020 Meeting in any of the following ways:
Attend the 2020 Meeting online and vote during the meeting;
Submit another proxy by telephone or via the Internet after you have already provided an earlier proxy;
Submit another properly completed proxy card with a later date; or
Send a written notice that you are revoking your proxy to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, Attention: Timothy S. Teter, Secretary.

If you do not vote using any of the ways described above, your shares will not be voted.
Street Name Holder
If your shares are held through a nominee, such as a bank or broker, as of April 13, 2020, then you are the beneficial owner of shares held in “street name,” and you have the right to direct the nominee how to vote those shares for the 2020 Meeting. The nominee should provide you a separate Notice or voting instructions, and you should follow those instructions to tell the nominee how to vote. To vote by attending the 2020 Meeting online, you must obtain a valid proxy from your nominee.
If you are a beneficial holder and do not provide voting instructions to your nominee, the nominee will not be authorized to vote your shares on “non-routine” matters, including elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation) and amendments of equity plans. This is called a “broker non-vote.” However, the nominee can still register your shares as being present at the 2020 Meeting for determining quorum, and the nominee will have discretion to vote for matters considered by the NYSE to be “routine,” including the ratification of our independent registered public accounting firm. Therefore, you MUST give your nominee instructions in order for your vote to be counted on the proposals to elect directors, to conduct an advisory approval of our executive compensation, to amend and restate our 2007 Plan, and to amend and restate our 2012 ESPP. We strongly encourage you to vote.
Note that under the rules of the national stock exchanges, any NVIDIA stockholder whose shares are held in street name by a member brokerage firm may revoke a proxy and vote his or her shares at the 2020 Meeting only in accordance with applicable rules and procedures of those exchanges, as employed by the street name holder’s brokerage firm.
Vote Count
On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of April 13, 2020. Votes will be counted by the inspector of election as follows:
Proposal Number
 
Proposal Description
 
Vote Required for Approval
 
Effect of Abstentions
 
Effect of Broker
Non-Votes
1
 
Election of eleven directors
 
Directors are elected if they receive more FOR votes than WITHHOLD votes
 
None
 
None
2
 
Approval of our executive compensation
 
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
 
Against
 
None
3
 
Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2021
 
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
 
Against
 
None
4
 
Approval of an amendment and restatement of our 2007 Plan
 
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
 
Against
 
None
5
 
Approval of an amendment and restatement of our 2012 ESPP
 
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
 
Against
 
None

6


If you are a stockholder of record and you return a signed proxy card without marking any selections, your shares will be voted FOR each of the nominees listed in Proposal 1 and FOR the other proposals. If any other matter is properly presented at the 2020 Meeting, Jen-Hsun Huang or Timothy S. Teter as your proxyholder will vote your shares using his best judgment.
Vote Results
Preliminary voting results will be announced at the 2020 Meeting. Final voting results will be published in a current report on Form 8-K, which will be filed with the SEC by June 15, 2020.
Proxy Materials
As permitted by SEC rules, we are making our proxy materials available to stockholders electronically via the Internet at www.nvidia.com/proxy. On or about April 29, 2020, we sent stockholders who own our common stock at the close of business on April 13, 2020 (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our proxy materials, vote via the Internet or by telephone, and elect to receive future proxy materials electronically or in printed form by mail.
If you choose to receive future proxy materials electronically (via www.proxyvote.com for stockholders of record and www.icsdelivery.com/nvda for street name holders), you will receive an email next year with links to the proxy materials and proxy voting site.
SEC rules also permit companies and intermediaries, such as brokers, to satisfy Notice and proxy material delivery requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. We follow this practice, known as “householding,” unless we have received contrary instructions from any stockholder at that address.
If you received more than one Notice or full set of proxy materials, then your shares are either registered in more than one name or are held in different accounts. Please vote the shares covered by each Notice or proxy card. To modify your instructions so that you receive one Notice or proxy card for each account or name, please contact your broker. Your “householding” election will continue until you are notified otherwise or until you revoke your consent.
To make a change regarding the form in which you receive proxy materials (electronically or in print), or to request receipt of a separate set of documents to a household, contact our Investor Relations Department (through our website at www.nvidia.com, with an electronic mail message to NVIDIAInvestorRelations@nvidia.com, by phone at (408) 486-2000 or by mail at 2788 San Tomas Expressway, Santa Clara, California 95051).
We will pay the entire cost of soliciting proxies. Our directors and employees may also solicit proxies in person, by telephone, by mail, via the Internet or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. We have also retained MacKenzie Partners on an advisory basis for a fee not expected to exceed $20,000 and they may help us solicit proxies from brokers, bank nominees and other institutional owners. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
2021 Meeting Stockholder Proposals
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 30, 2020 to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, Attention: Timothy S. Teter, Secretary and must comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act. However, if we do not hold our 2021 Meeting between May 10, 2021 and July 9, 2021, then the deadline is a reasonable time before we begin to print and send our proxy materials. If you wish to submit a proposal for consideration at the 2021 Meeting that is not to be included in next year’s proxy materials, you must do so in writing following the above instructions not later than the close of business on March 11, 2021, and not earlier than February 9, 2021. We also advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.


7


Proposal 1—Election of Directors
What am I voting on?  Electing the 11 director nominees identified below to hold office until the 2021 Meeting and until his or her successor is elected or appointed.
Vote required: Directors are elected if they receive more FOR votes than WITHHOLD votes.
All of our directors have one-year terms and stand for election annually. James C. Gaither will be retiring and not seek re-election to our Board. Effective upon the start of the 2020 Meeting, our Board will have 11 members. We are deeply grateful to Mr. Gaither for 27 years of service to NVIDIA - since the formation of the company - including 22 years as a Board member. His wisdom, thoughtful guidance, and unwavering belief in our company contributed greatly to our success. He is a testament to the impact a board plays in the building of enduring companies.
Our nominees include 10 independent directors, as defined by the rules and regulations of Nasdaq, and one NVIDIA officer: Mr. Huang, who serves as our President and CEO. Each of the nominees listed below is currently a director of NVIDIA previously elected by our stockholders. The Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director, your proxy may be voted for any substitute nominee proposed by the Board or the size of the Board may be reduced.
Recommendation of the Board
The Board recommends that you vote FOR the election of each of the following nominees:
Name
 
Age
 
Director Since
 
Occupation
 
Independent
 
Financial Expert
 
Committee Membership
 
Other Public Company Boards
Robert K. Burgess
 
62
 
2011
 
 
Independent Consultant
 
ü
 
ü
 
CC
 
 
Tench Coxe
 
62
 
1993
 
 
Managing Director, Sutter Hill Ventures
 
ü
 
 
 
CC
 
1
 
Persis S. Drell
 
64
 
2015
 
 
Provost, Stanford University
 
ü
 
 
 
CC
 
 
Jen-Hsun Huang
 
57
 
1993
 
 
President & CEO, NVIDIA Corporation
 
 
 
 
 
 
 
 
Dawn Hudson
 
62
 
2013
 
 
Independent Consultant
 
ü
 
ü
 
AC
 
1
 
Harvey C. Jones
 
67
 
1993
 
 
Managing Partner, Square Wave Ventures
 
ü
 
ü
 
CC, NCGC
 
 
Michael G. McCaffery
 
66
 
2015
 
 
Managing Director, Makena Capital Management
 
ü
 
ü
 
AC
 
 
Stephen C. Neal
 
71
 
2019
 
 
Chairman Emeritus & Senior Counsel, Cooley LLP
 
ü
 
 
 
NCGC
 
1
 
Mark L. Perry (1)
 
64
 
2005
 
 
Independent Consultant
 
ü
 
ü
 
AC, NCGC
 
2
 
A. Brooke Seawell
 
72
 
1997
 
 
Venture Partner, New Enterprise Associates
 
ü
 
ü
 
CC
 
1
 
Mark A. Stevens
 
60
 
2008
(2)
 
Managing Partner, S-Cubed Capital
 
ü
 
 
 
AC, NCGC
 
 
(1) Lead Director
(2) Mr. Stevens previously served as a member of our Board from 1993 until 2006


8


Director Qualifications and Nomination of Directors
The NCGC identifies, reviews and assesses the qualifications of existing and potential directors and selects nominees for recommendation to the Board for approval. The committee is committed to Board diversity and shall consider a nominee’s background and experience to ensure that a broad range of perspectives is represented on the Board. The NCGC may conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. The NCGC may also engage a professional search firm to identify and assist the NCGC in identifying, evaluating, and conducting due diligence on potential director nominees. The NCGC has not established specific age, gender, education, experience, or skill requirements for potential members, and instead considers numerous factors regarding the nominee taking into account our current and future business models, including the following:
Integrity and candor
Independence
Senior management and operational experience
Professional, technical and industry knowledge
Financial expertise
Financial community experience (including as an investor in other companies)
Marketing and brand management
Public company board experience
Experience with emerging technologies and new business models

Legal expertise
Diversity, including gender and ethnic background
Experience in academia
Willingness and ability to devote substantial time and effort to Board responsibilities and Company oversight
Ability to represent the interests of the stockholders as a whole rather than special interest groups or constituencies
All relationships between the proposed nominee and any of our stockholders, competitors, customers, suppliers or other persons with a relationship to NVIDIA
Overall service to NVIDIA, including past attendance at Board and committee meetings and participation and contributions to the activities of the Board
The NCGC and the Board understand the importance of Board refreshment, and strive to maintain an appropriate balance of tenure, diversity, professional experience and backgrounds, skills, and education on the Board. While the Board benefits from the experience and institutional knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas by appointing three new directors in the last five years. Our longer-tenured directors are familiar with our operations and business areas and have the perspective of overseeing our activities from a variety of economic and competitive environments. Our newer directors bring expertise in consumer marketing, branding, technology developments at leading academic institutions, and deep knowledge from decades of advising numerous companies that are important to supporting NVIDIA as it competes in new markets and as it faces new regulatory and legal challenges. Each year, the NCGC and Board review each director’s individual performance, including the director’s past contributions, outside experiences and activities, and committee participation, and make a determination concerning how his or her experience and skills continue to add value to NVIDIA and the Board.
The following chart summarizes the skills and competencies of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board. The lack of a check does not mean the director lacks that skill or qualification; rather, a check indicates a specific area of focus or expertise for which the Board relies on such director nominee most.
 
Senior Management and Operations
provides experienced oversight of our business and with new insights
 
Industry and Technical
facilitates an understanding of innovations and a technical assessment of our products and services
 
Financial/Financial Community
assists with review of our operations and financial matters; those with a venture capital background offer shareholder perspectives
 
Public Company Board
helps identify challenges and risks we face as a public company
 
Emerging Technologies and Business Models
integral to our growth strategies given our unique business model
 
Marketing and Brand Management
offers guidance on our products directly marketed to consumers
 
Legal
important as we are subject to multiple lawsuits, regulatory matters, and new regulations
Burgess
ü
 
 
 
ü
 
ü
 
ü
 
 
 
 
Coxe
 
 
 
 
ü
 
ü
 
ü
 
 
 
 
Drell
 
 
ü
 
 
 
 
 
 
 
 
 
 
Huang
ü
 
ü
 
ü
 
 
 
ü
 
ü
 
 
Hudson
ü
 
 
 
ü
 
ü
 
 
 
ü
 
 
Jones
ü
 
ü
 
ü
 
ü
 
ü
 
 
 
 
McCaffery
ü
 
 
 
ü
 
ü
 
 
 
 
 
 
Neal
ü
 
 
 
 
 
ü
 
 
 
 
 
ü
Perry
ü
 
 
 
ü
 
ü
 
 
 
 
 
ü
Seawell
ü
 
 
 
ü
 
ü
 
ü
 
 
 
 
Stevens
 
 
ü
 
ü
 
ü
 
ü
 
 
 
 

9


The NCGC evaluates candidates proposed by stockholders using the same criteria as it uses for other candidates. Stockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder Communications with the Board of Directors below. Stockholder submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record owner of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
In addition, our Board voluntarily adopted proxy access. As a result, we will include in our proxy statement information regarding the greater of (a) up to two director candidates or (b) up to 20% of the number of directors in office on the last day that a submission may be delivered, if nominated by a stockholder (or group of up to 20 stockholders) owning at least 3% of the voting power of our outstanding capital stock for at least three continuous years. The stockholder(s) must provide timely written notice of such nomination and the stockholder(s) and nominee must satisfy the other requirements specified in our Bylaws. This summary of our proxy access rules is not intended to be complete and is subject to limitations set forth in our Bylaws and Corporate Governance Policies. Stockholders are advised to review these documents, which contain the requirements for director nominations. The NCGC did not receive any stockholder nominations during Fiscal 2020.
Our Director Nominees
The biographies below include information, as of the date of this proxy statement, regarding the particular experience, qualifications, attributes or skills of each director, relative to the skills matrix above, that led the NCGC and Board to believe that he or she should continue to serve on the Board.
image5a20.jpg
 
ROBERT K. BURGESS
Robert K. Burgess has served as an independent investor and board member to technology companies since 2005. He was chief executive officer from 1996 to 2005 of Macromedia, Inc., a provider of internet and multimedia software, which was acquired by Adobe Systems Incorporated; he also served from 1996 to 2005 on its board of directors, as chairman of its board of directors from 1998 to 2005 and as executive chairman for his final year. Previously, he held key executive positions from 1984 to 1991 at Silicon Graphics, Inc. (SGI), a graphics and computing company; from 1991 to 1995, served as chief executive officer and a board member of Alias Research, Inc., a publicly traded 3D software company, until its acquisition by SGI; and resumed executive positions at SGI during 1996. Mr. Burgess was a director of IMRIS Inc., a provider of image guided therapy solutions, from 2010 until 2013; of Adobe from 2005 to 2019; and of Rogers Communications Inc., a communications and media company, from 2016 to 2019. He holds a BCom degree from McMaster University.
Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial- and risk-management. He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable insight on a range of issues in the technology industry.

 
Independent Consultant
 
Age:  62
 
Director Since: 2011
Committees:  CC
Independent Director
Financial Expert
 
 
 
image6a20.jpg
 
TENCH COXE
Tench Coxe has been a managing director of Sutter Hill Ventures, a venture capital investment firm, since 1989, where he focuses on investments in the IT sector. Prior to joining Sutter Hill Ventures in 1987, he was director of marketing and MIS at Digital Communication Associates. He serves on the board of directors of Artisan Partners Asset Management Inc., an institutional money management firm, and several privately held technology companies. He served on the board of directors of Mattersight Corp., a customer loyalty software firm from 2000 to 2018. Mr. Coxe holds a BA degree in Economics from Dartmouth College and an MBA degree from Harvard Business School.
Mr. Coxe brings to the Board expertise in financial and transactional analysis and provides valuable perspectives on corporate strategy and emerging technology trends. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.

 
Managing Director,
Sutter Hill Ventures
 
Age: 62
 
Director Since:  1993
Committees:  CC
Independent Director
 
 
 
 
 

10


image7a20.jpg
 
PERSIS S. DRELL
Persis S. Drell has been the Provost of Stanford University since 2017. A Professor of Materials Science and Engineering and Professor of Physics, as well as Vice President for the U.S. Department of Energy SLAC National Accelerator Laboratory, Dr. Drell has been on the faculty at Stanford since 2002, and was the Dean of the Stanford School of Engineering from 2014 to 2017. She also served as the Director of SLAC from 2007 to 2012. Dr. Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and is a fellow of the American Physical Society. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a Ph.D. from the University of California Berkeley and an AB degree in Mathematics and Physics from Wellesley College.
An accomplished researcher and educator, Dr. Drell brings to the Board expert leadership in guiding innovation in science and technology.

 
Provost, Stanford University
 
Age: 64
 
Director Since: 2015
Committees:  CC
Independent Director
 
 
 
 
image9a18.jpg
 
JEN-HSUN HUANG
Jen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as president, chief executive officer, and a member of the board of directors. Prior to founding NVIDIA, Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, and from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. In 2017, he was named Fortune’s Businessperson of the Year. In 2019, Harvard Business Review ranked him No. 1 on its list of the world’s 100 best-performing CEOs over the lifetime of their tenure. Mr. Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University.
Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in visual computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share.
 
President and Chief Executive Officer, NVIDIA Corporation
 
Age:  57
 
Director Since: 1993
Committees:  None
 
 
 
imagg54.jpg
 
DAWN HUDSON
Dawn Hudson serves on the boards of various companies. From 2014 to 2018, Ms. Hudson served as Chief Marketing Officer for the National Football League. Previously, she served from 2009 to 2014 as vice chairman of The Parthenon Group, an advisory firm focused on strategy consulting. She was president and chief executive officer of Pepsi-Cola North America, the beverage division of PepsiCo, Inc. for the U.S. and Canada, from 2005 to 2007 and president from 2002, and simultaneously served as chief executive officer of the foodservice division of PepsiCo, Inc. from 2005 to 2007. Previously, she spent 13 years in marketing, advertising and branding strategy, holding leadership positions at major agencies, such as D’Arcy Masius Benton & Bowles and Omnicom. Ms. Hudson currently serves on the board of directors of The Interpublic Group of Companies, Inc., an advertising holding company, and a private skincare company. She was a director of P.F. Chang’s China Bistro, Inc., a restaurant chain, from 2010 until 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 until 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 until 2015; and of Amplify Snack Brands, Inc., a snack food company, from 2014 until 2018. She holds a BA degree in English from Dartmouth College.
Ms. Hudson brings to the board experience in executive leadership. As a longtime marketing executive, she has valuable expertise and insights in leveraging brands, brand development and consumer behavior. She also has considerable corporate governance experience, gained from more than a decade of serving on the boards of public companies.

 
Independent Consultant
 
Age:  62
 
Director Since: 2013
Committees:  AC
Independent Director
Financial Expert
 
 

11


imagg55.jpg
 
HARVEY C. JONES
Harvey C. Jones has been the managing partner of Square Wave Ventures, a private investment firm, since 2004. Mr. Jones has been an entrepreneur, high technology executive and active venture investor for over 30 years. In 1981, he co-founded Daisy Systems Corp., a computer-aided engineering company, ultimately serving as its president and chief executive officer until 1987. Between 1987 and 1998, he led Synopsys. Inc., a major electronic design automation company, serving as its chief executive officer for seven years and then as executive chairman. In 1997, Mr. Jones co-founded Tensilica Inc., a privately held technology IP company that developed and licensed high performance embedded processing cores. He served as chairman of the Tensilica board of directors from inception through its 2013 acquisition by Cadence Design Systems, Inc. In 2016, Mr. Jones joined the board of directors of and invested in TempoQuest, a private company seeking to develop advanced weather forecasting systems that exploit accelerated GPU technology. He was a director of Tintri Inc., a company that builds data storage solutions for virtual and cloud environments, from 2014 until 2018. Mr. Jones holds a BS degree in Mathematics and Computer Sciences from Georgetown University and an MS degree in Management from Massachusetts Institute of Technology.
Mr. Jones brings to the board an executive management background, an understanding of semiconductor technologies and complex system design. He provides valuable insight into innovation strategies, research and development efforts, as well as management and development of our technical employees. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.

 
Managing Partner, Square Wave Ventures
 
Age:  67
 
Director Since: 1993
Committees:  CC, NCGC
Independent Director
Financial Expert
 
 
imagg56.jpg
 
MICHAEL G. McCAFFERY
Michael G. McCaffery is the Managing Director of Makena Capital Management, an investment management firm. From 2005 to 2013, he was the Chief Executive Officer of Makena Capital Management. From 2000 to 2006, he was the President and Chief Executive Officer of the Stanford Management Company, the university subsidiary charged with managing Stanford University’s financial and real estate investments. Prior to Stanford Management Company, Mr. McCaffery was President and Chief Executive Officer of Robertson Stephens and Company, a San Francisco-based investment bank and investment management firm, from 1993 to 2009, and also served as Chairman in 2000. Mr. McCaffery serves on the board of directors, or on the advisory boards, of several privately held companies and non-profits. He was a director of KB Home, a homebuilding company, from 2003 until 2015. Mr. McCaffery is a Trustee Emeritus of the Rhodes Scholarship Trust. He holds a BA degree from the Woodrow Wilson School of Public and International Affairs at Princeton University, a BA Honours degree and an MA degree in Politics, Philosophy and Economics from Merton College, Oxford University, Oxford, England, and an MBA degree from the Stanford Graduate School of Business.
Mr. McCaffery brings to the Board a broad array of business, investment and real estate experience and recognized expertise in financial matters, as well as a demonstrated commitment to good corporate governance.

 
Managing Director, Makena Capital Management
 
Age:  66
 
Director Since: 2015
 
Committees:  AC
 
Independent Director
 
Financial Expert
 
 

12


imagg57.jpg
 
STEPHEN C. NEAL
Stephen C. Neal serves as Chairman Emeritus and Senior Counsel of the law firm Cooley LLP, where he was also Chief Executive Officer from 2001 until 2008. In addition to his extensive experience as a trial lawyer on a broad range of corporate issues, Mr. Neal has represented and advised numerous boards of directors, special committees of boards and individual directors on corporate governance and other legal matters. Prior to joining Cooley in 1995, Mr. Neal was a partner of the law firm Kirkland & Ellis LLP. Mr. Neal serves as chairman of the board of directors of Levi Strauss & Co., an apparel company. Mr. Neal holds an AB degree from Harvard University and a JD degree from Stanford Law School.
Mr. Neal brings to the Board deep knowledge and broad experience in corporate governance as well as his perspectives drawn from advising many companies throughout his career.
 
Chairman Emeritus and Senior Counsel, Cooley LLP
 
Age:  71
 
Director Since: 2019
 
Committees:  NCGC
 
Independent Director
 
 
 
 
 
 
 
imagg58.jpg
 
MARK L. PERRY
Mark L. Perry serves on the boards of, and consults for, various companies and non-profit organizations. From 2012 to 2013, Mr. Perry served as an Entrepreneur-in-Residence at Third Rock Ventures, a venture capital firm. He served from 2007 to 2011 as president and chief executive officer of Aerovance, Inc., a biopharmaceutical company. He was an executive officer from 1994 to 2004 at Gilead Sciences, Inc., a biopharmaceutical company, serving in a variety of capacities, including general counsel, chief financial officer, and executive vice president of operations, responsible for worldwide sales and marketing, legal, manufacturing and facilities; he was also its senior business advisor until 2007. From 1981 to 1994, Mr. Perry was with the law firm Cooley LLP, where he was a partner for seven years. He serves on the board of directors and as lead independent director of Global Blood Therapeutics, Inc. and on the board of directors and as chairman of MyoKardia, Inc., both biopharmaceutical companies. Mr. Perry holds a BA degree in History from the University of California, Berkeley, and a JD degree from the University of California, Davis.
Mr. Perry brings to the Board operating and finance experience gained in a large corporate setting. He has varied experience in legal affairs and corporate governance, and a deep understanding of the roles and responsibilities of a corporate board.
 
Independent Consultant
 
Age:  64
 
Director Since: 2005
 
Committees:  AC, NCGC
 
Lead Director
 
Financial Expert
 
 
 
 
 
imagg59.jpg
 
A. BROOKE SEAWELL
A. Brooke Seawell has served since 2005 as a venture partner at New Enterprise Associates, and was a partner from 2000 to 2005 at Technology Crossover Ventures. He was executive vice president from 1997 to 1998 at NetDynamics, Inc., an application server software company, which was acquired by Sun Microsystems, Inc. He was senior vice president and chief financial officer from 1991 to 1997 of Synopsys, Inc., an electronic design automation software company. He serves on the board of directors of Tenable Holdings, Inc., a cybersecurity company, and several privately held companies. Mr. Seawell served on the board of directors of Glu Mobile, Inc., a publisher of mobile games, from 2006 to 2014; of Informatica Corp., a data integration software company, from 1997 to 2015; and of Tableau Software, Inc., a business intelligence software company, from 2011 to August 2019. He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University.
Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.

 
Venture Partner, New Enterprise Associates
 
Age:  72
 
Director Since: 1997
Committees:  CC
Independent Director
Financial Expert
 
 

13


imagg60.jpg
 
MARK A. STEVENS
Mark A. Stevens has been the managing partner of S-Cubed Capital, a private family office investment firm, since 2012. He was a managing partner from 1993 to 2011 of Sequoia Capital, a venture capital investment firm, where he had been an associate for the preceding four years. Previously, he held technical sales and marketing positions at Intel Corporation, and was a member of the technical staff at Hughes Aircraft Co. Mr. Stevens was a director of Quantenna Communications, Inc., a provider of Wi-Fi solutions, from 2016 until 2019. He is a Trustee of the University of Southern California. Mr. Stevens holds a BSEE degree, a BA degree in Economics and an MS degree in Computer Engineering from the University of Southern California and an MBA degree from Harvard Business School.
Mr. Stevens brings to the Board a deep understanding of the technology industry, and the drivers of structural change and high-growth opportunities. He provides valuable insight regarding corporate strategy development and the analysis of acquisitions and divestitures. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.

 
Managing Partner, S-Cubed Capital
 
Age:  60
 
Director Since: 2008
(previously served 1993-2006)
 
Committees:  AC, NCGC
Independent Director
 



 



14


Information About the Board of Directors and Corporate Governance
Independence of the Members of the Board of Directors
Nasdaq rules and our Corporate Governance Policies require that a majority of our directors not have a relationship that would interfere with their exercise of independent judgment in carrying out their responsibilities and that they meet any other qualification requirements required by the SEC and Nasdaq. After considering all relevant relationships and transactions, our Board determined that all of our directors are “independent” as defined by Nasdaq’s rules and regulations, except for Mr. Huang. The Board also determined that all members of our AC, CC and NCGC are independent under applicable Nasdaq listing standards. In addition, Messrs. McCaffery and Perry and Ms. Hudson of the AC are “audit committee financial experts” based on SEC rules.
Board Leadership Structure
Our Board believes that all of its members should have an equal voice in the affairs and the management of NVIDIA, and therefore, our stockholders are best served at this time by having an independent Lead Director, who is an integral part of our Board structure and a critical aspect of our effective corporate governance, rather than having a chairperson. The independent directors consider the role and designation of the Lead Director on an annual basis, and Mr. Perry was appointed as our Lead Director in 2018. In addition, Mr. Perry serves on both the NCGC and the AC, which affords him increased engagement with Board governance and composition as well as with risk assessment and management, and financial and regulatory matters of the Company. While the CEO has primary responsibility for preparing the agendas for Board meetings and presiding over the portion of the meetings of the Board where he is present, our Lead Director has significant responsibilities, which are set forth in our Corporate Governance Policies, and include, in part:
Determining an appropriate schedule of Board meetings, and seeking to ensure that the independent members of the Board can perform their duties responsibly while not interfering with the flow of our operations;
Working with the CEO, and seeking input from all directors and other relevant management, as to the preparation of the agendas for Board meetings;
Advising the CEO on a regular basis as to the quality, quantity and timeliness of the flow of information requested by the Board from our management with the goal of providing what is necessary for the independent members of the Board to effectively and responsibly perform their duties, and, although our management is responsible for the preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material; and
Coordinating, developing the agenda for, and moderating executive sessions of the independent members of the Board, and acting as principal liaison between them and the CEO on sensitive issues.
The active involvement of our independent directors, combined with the qualifications and significant responsibilities of our Lead Director, provide balance on the Board and promote strong, independent oversight of our management and affairs.
Role of the Board in Risk Oversight
The Board is responsible for overseeing risk management at NVIDIA and delegates oversight of appropriate topics to its committees. Our AC has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The AC also monitors compliance with certain legal and regulatory requirements and oversees the performance of our internal audit function. Our NCGC monitors the effectiveness of our anonymous tip process and corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and oversees environmental, social and corporate governance risks, ranging from artificial intelligence to diversity and inclusion. Our CC assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Board exercises direct oversight of strategic risks to NVIDIA and other risk areas not delegated to one of its committees, including business continuity and cybersecurity.
Management periodically provides information, including guidance on risk management and mitigation, to the Board or a relevant committee. Each committee also reports to the Board on those matters.


15


Corporate Governance Policies of the Board of Directors
The Board has documented our governance practices by adopting Corporate Governance Policies to ensure that the Board has the necessary authority and processes in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. Our Corporate Governance Policies set forth the practices the Board follows with respect to board composition and selection, regular evaluations of the Board and its committees, board meetings and involvement of senior management, chief executive officer performance evaluation, and board committees and compensation. Our Corporate Governance Policies may be viewed under Governance in the Investor Relations section of our website at www.nvidia.com.
Executive Sessions of the Board
As required under Nasdaq’s listing standards, our independent directors have in the past met, and will continue to meet, regularly in scheduled executive sessions at which only independent directors are present. In Fiscal 2020, our independent directors met in executive session at all four of our scheduled quarterly Board meetings.
In addition, independent directors have in the past met, and will continue to meet, regularly in scheduled executive sessions with our CEO. In Fiscal 2020, our independent directors met in executive session with the CEO at all four of our scheduled quarterly Board meetings.
Director Attendance at Annual Meeting
We do not have a formal policy regarding attendance by members of the Board at our annual meetings. We generally schedule a Board meeting in conjunction with our annual meeting and expect that all of our directors will attend each annual meeting, absent a valid reason. All of our Board members attended our 2019 Meeting.
Board Self-Assessments
In Fiscal 2020, the NCGC oversaw an evaluation process, conducted at least annually, whereby outside corporate counsel for NVIDIA interviewed each director to obtain his or her evaluation of the Board as a whole, and of the committees on which he or she serves. The interviews solicited ideas from the directors about, among other things, improving the quality of Board and/or committee oversight effectiveness regarding strategic direction, financial and audit matters, executive compensation and other key matters. The interviews also focused on Board process and identifying specific issues which should be discussed in the future. After these evaluations were complete, our outside corporate counsel summarized the results, reviewed with our Lead Director, and then submitted the summary for discussion by the NCGC.
In response to the evaluations conducted in Fiscal 2020, our Board determined to strengthen oversight of the Company’s overall financial outlook process by the AC and the full Board, and to continue to prioritize its focus on the overall strength and competence of the Board and the diversity of experience, gender and ethnic background of its members.
Director Orientation and Continuing Education
The NCGC and our General Counsel are responsible for director orientation programs and for director continuing education programs. Continuing education programs for directors may include a combination of internally developed materials and presentations, programs presented by third parties, and financial and administrative support for attendance at qualifying academic or other independent programs.
Director Stock Ownership Guidelines
The Board believes that directors should hold a significant equity interest in NVIDIA. Our Corporate Governance Policies require each non-employee director to hold a number of shares of our common stock with a value equal to six times the annual cash retainer for Board service during the period in which he or she serves as a director (or six times the base salary, in the case of the CEO). The shares may include vested deferred stock, shares held in trust and shares held by immediate family members. Non-employee directors have five years after their Board appointment to reach the ownership threshold. Our stock ownership guidelines are intended to further align director interests with stockholder interests.
Each of our non-employee directors and Mr. Huang currently meets or exceeds the stock ownership requirements, with the exception of Mr. Neal, who joined our Board in 2019.
Hedging and Pledging Policy
Under our Insider Trading Policy, our directors, executive officers, employees, and their designees may not hedge their ownership of NVIDIA stock, including but not limited to trading in options, puts, calls, or other derivative instruments related to NVIDIA stock or debt to protect against a decline in the value of the Company’s stock. Additionally, directors, executive

16


officers and employees may not purchase NVIDIA stock on margin, borrow against NVIDIA stock held in a margin account, or pledge NVIDIA stock as collateral for a loan. We allow for certain portfolio diversification transactions, such as investments in exchange funds.
Outside Advisors
The Board and each of its principal committees may retain outside advisors and consultants of their choosing at our expense. The Board need not obtain management’s consent to retain outside advisors. In addition, the principal committees need not obtain either the Board’s or management’s consent to retain outside advisors.
Code of Conduct
We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. Our credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive and employee. We have a Code of Conduct that applies to our executive officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. We also have a Financial Team Code of Conduct that applies to our executive officers, directors and members of our finance department. We regularly review our Code of Conduct and related policies to ensure that they provide clear guidance to our directors, executives and employees.
The Code of Conduct and the Financial Team Code of Conduct are available under Governance in the Investor Relations section of our website at www.nvidia.com. If we make any amendments to the Code of Conduct or the Financial Team Code of Conduct or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
Corporate Hotline
We have established an independent corporate hotline to allow any employee to confidentially and anonymously lodge a complaint about any accounting, internal control, auditing, Code of Conduct or other matter of concern (unless prohibited by local privacy laws for employees located in the European Union).
Stockholder Communications with the Board of Directors
Stockholders who wish to communicate with the Board regarding nominations of directors or other matters may do so by sending written communications addressed to Timothy S. Teter, our Secretary, at NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051. All stockholder communications we receive that are addressed to the Board will be compiled by our Secretary. If no particular director is named, letters will be forwarded, depending on the subject matter, to the chairperson of the AC, CC or NCGC. Matters put forth by our stockholders will be reviewed by the NCGC, which will determine whether these matters should be presented to the Board. The NCGC will give serious consideration to all such matters and will make its determination in accordance with its charter and applicable laws.
Majority Vote Standard
Under our Bylaws, if the votes cast FOR an incumbent director in a non-contested election do not exceed the number of WITHHOLD votes, such incumbent director shall promptly tender a resignation to the Board. The NCGC will then review the circumstances surrounding the WITHHOLD vote and promptly make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board will act on the NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the stockholder vote.
In a contested election, in which the number of nominees exceeds the number of directors to be elected, our directors will be elected by a plurality of the shares represented at any such meeting or by proxy and entitled to vote on the election of directors at that meeting. The directors receiving the greatest number of FOR votes will be elected.
Board Meeting Information
The Board met seven times during Fiscal 2020, including meetings during which the Board discussed the strategic direction of NVIDIA, explored and discussed new business and strategic opportunities and the product roadmap, and other matters facing NVIDIA. We expect each Board member to attend each meeting of the Board and the committees on which he or she serves. Each Board member attended 75% or more of the meetings of the Board and of each committee on which he or she served.

17


Committees of the Board of Directors
The Board has three standing committees: an AC, a CC and a NCGC. Each of these committees operates under a written charter, which may be viewed under Governance in the Investor Relations section of our website at www.nvidia.com.
The composition and functions of our committees are set forth below. Committee assignments are determined based on background and the expertise which individual directors can bring to a committee. Our Board believes that rotations among committees are a good corporate governance practice which allows its members to be more fully informed regarding the full scope of the Board and our activities, and benefits each committee and the Board as a whole, as a result of diverse perspectives and ideas that are introduced through new committee formations. In February 2020, upon the recommendation of the NCGC, the Board determined to rotate Mr. Seawell off of the CC and onto the AC, effective as of the 2020 Meeting.
AC
Michael G. McCaffery (Chair), Dawn Hudson, Mark L. Perry, and Mark A. Stevens
In Fiscal 2020, the AC met four times and selected highlights from its agenda topics included: cash usage and strategy, critical audit matters, and business continuity, tax, treasury, and information technology reviews.
Committee Role and Responsibilities
Oversees our corporate accounting and financial reporting process;
Oversees our internal audit function;
Determines and approves the engagement, retention and termination of the independent registered public accounting firm;
Evaluates the performance of and assesses the qualifications of our independent registered public accounting firm;
Reviews and approves the retention of the independent registered public accounting firm for permissible non-audit services;
Confers with management and our independent registered public accounting firm regarding the results of the annual audit, the results of our quarterly financial statements and the effectiveness of internal control over financial reporting;
Reviews the financial statements to be included in our quarterly report on Form 10-Q and annual report on Form 10-K;
Reviews earnings press releases and the substance of financial information and outlook provided to analysts on earnings calls;
Prepares the report required to be included by SEC rules in our annual proxy statement or Form 10-K; and
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
CC
Robert K. Burgess (Chair), Tench Coxe, Persis S. Drell, Harvey C. Jones, and A. Brooke Seawell
In Fiscal 2020, the CC met four times and selected highlights from its agenda topics included: executive and employee compensation practices, review of pay equity, employee retention, and the Company’s share usage and strategy.
Committee Role and Responsibilities
Reviews and approves our overall compensation strategy and policies;
Reviews and recommends to the Board the compensation of our Board members;
Reviews and approves the compensation and other terms of employment of Mr. Huang and other executive officers;
Reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management;
Reviews and approves the disclosure contained in CD&A and for inclusion in the proxy statement and Form 10-K;
Administers our stock purchase plans, variable compensation plans and other similar programs; and
Assesses and monitors whether our compensation policies and programs have the potential to encourage excessive risk-taking.
NCGC
Harvey C. Jones (Chair), James C. Gaither, Stephen C. Neal, Mark L. Perry, and Mark A. Stevens
In Fiscal 2020, the NCGC met three times and selected highlights from its agenda topics included: consideration of Board recruiting matters, review of diversity and inclusion initiatives, the Company’s environmental, social, and corporate governance efforts, and addressing stockholder concerns.
Committee Role and Responsibilities
Identifies, reviews and evaluates candidates to serve as directors;
Recommends candidates for election to our Board;
Makes recommendations to the Board regarding committee membership and chairs;
Assesses the performance of the Board and its committees;
Reviews and assesses our corporate governance principles and practices;
Monitors changes in corporate governance practices and rules and regulations;
Approves related party transactions;
Reviews and assesses our environmental, social and corporate governance matters periodically;
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding violations of our Code of Conduct; and
Monitors the effectiveness of our anonymous tip process.

18


Director Compensation
The CC reviews our non-employee director compensation program each year with the assistance of Exequity, who prepares a comprehensive assessment of our program, including comparison to our Fiscal 2019 peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. Following this review, the CC recommended no changes to our non-employee director compensation program for the year starting on the date of our 2019 Meeting, which we refer to as the 2019 Program.
The CC subsequently recommended, and the Board approved, a mix of cash and equity awards with an approximate annual value of $300,000, which was slightly below the median total annual compensation paid by similarly-sized technology peer companies to their non-employee directors. We do not pay additional fees for serving as a chairperson or member of Board committees or for meeting attendance. Directors who are also employees do not receive fees or equity compensation for service on the Board.
Cash Compensation
The cash portion of the annual retainer, representing $75,000 on an annualized basis, was paid quarterly. Mr. Neal was paid the pro-rata portion of the annual cash retainer for his service on the Board from the date of his appointment in March 2019 to the date of our 2019 Meeting.
Equity Compensation
The value of the annual equity award, in the form of RSUs, or the 2019 Program RSUs, was $225,000. The number of shares subject to each RSU award equaled this value, divided by the average closing market price of our common stock over the 60 calendar days ending the business day before the 2019 Meeting. The RSUs were granted on the first trading day following the date of our 2019 Meeting.
To correlate the vesting of the RSUs to the non-employee directors’ service on the Board and its committees over the following year, the RSUs vested as to 50% on November 20, 2019 (the third Wednesday in November 2019) and will vest as to the remaining 50% on May 20, 2020 (the third Wednesday in May 2020). If a non-employee director’s service terminates due to death, his or her RSU grants will immediately vest in full for the benefit of his or her beneficiary. Non-employee directors do not receive dividend equivalents on unvested RSUs.
In connection with Mr. Neal’s appointment to the Board in March 2019, he was granted on April 8, 2019: (a) an initial RSU grant with a value of $225,000, which vests as to 1/6th of the shares approximately every six months, or the Initial Neal RSUs, and (b) the pro-rata portion of the annual RSUs for his service on the Board from the date of his appointment in March 2019 to the date of our 2019 Meeting, which vested in full on May 15, 2019, or the 2018 Program Neal RSUs. If Mr. Neal’s service terminates due to death, his RSU grants will immediately fully vest. He does not receive dividend equivalents on unvested RSUs.
Deferral of Settlement
Non-employee directors could elect to defer settlement of RSUs upon vesting, to be issued on the earliest of (a) the date of the director’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), unless a six month delay would be required under such Section, (b) the date of a change in control of NVIDIA that also would constitute a “change in control event” (as defined under Treasury Regulation Section 1.409A-3(i)(5)), and (c) the third Wednesday in March of the year elected by the director, which year must have been or be no earlier than (i) 2020 for the 2018 Program Neal RSUs, (ii) 2021 for the 2019 Program RSUs, or (iii) 2023 for the Initial Neal RSUs. Messrs. Gaither, Jones, McCaffery, and Neal, Dr. Drell, and Ms. Hudson elected to defer settlement of the RSUs granted to them in Fiscal 2020.
Other Compensation/Benefits
Our non-employee directors are reimbursed for expenses incurred in attending Board and committee meetings and continuing educational programs pursuant to our Corporate Governance Policies. However, we do not offer change-in-control benefits to our directors, except for the vesting acceleration provisions in our equity plans that apply to all holders of stock awards under such plans in the event that an acquirer does not assume or substitute for such awards.

19


Director Compensation for Fiscal 2020
Name
 
Fees Earned or Paid in Cash ($)
 
Stock Awards ($) (1)
 
Total ($)
Robert K. Burgess
 
75,000
 
184,536

 
 
259,536
Tench Coxe
 
75,000
 
184,536

 
 
259,536
Persis S. Drell
 
75,000
 
184,536

 
 
259,536
James C. Gaither
 
75,000
 
184,536

 
 
259,536
Dawn Hudson
 
75,000
 
184,536

 
 
259,536
Harvey C. Jones
 
75,000
 
184,536

 
 
259,536
Michael G. McCaffery
 
75,000
 
184,536

 
 
259,536
Stephen C. Neal (2)
 
67,140
 
480,776

(3) 
 
547,916
Mark L. Perry
 
75,000
 
184,536

 
 
259,536
A. Brooke Seawell
 
75,000
 
184,536

 
 
259,536
Mark A. Stevens
 
75,000
 
184,536

 
 
259,536
(1)
On May 23, 2019, each non-employee director received his or her RSU grant for 1,258 shares. Amounts shown in this column do not reflect dollar amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for awards granted during Fiscal 2020. The assumptions used in the calculation of values of the awards are set forth under Note 4 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. The grant date fair value per share for these awards as determined under FASB ASC Topic 718 was $146.69.
(2)
Mr. Neal joined the Board in March 2019.
(3)
On April 8, 2019, Mr. Neal received: (a) in connection with his appointment, an initial RSU grant for 1,419 shares, with a grant date fair value per share as determined under FASB ASC Topic 718 of $189.98, and (b) as compensation for his service on the Board through the date of the 2019 Meeting, an RSU grant for 139 shares, with a grant date fair value per share as determined under FASB ASC Topic 718 of $191.79.

The following table provides information regarding the aggregate number of RSUs and stock options held by each of our non-employee directors as of January 26, 2020:
Name
 
RSUs
 
Stock Options
 
Name
 
RSUs
 
Stock Options
Robert K. Burgess
 
629

 
58,041

 
Michael G. McCaffery
 
2,221

 

Tench Coxe
 
629

 

 
Stephen C. Neal
 
2,816

 

Persis S. Drell
 
2,221

 

 
Mark L. Perry
 
629

 

James C. Gaither
 
2,221

 

 
A. Brooke Seawell
 
629

 
30,000

Dawn Hudson
 
27,985

 
83,177

 
Mark A. Stevens
 
629

 

Harvey C. Jones
 
4,279

 

 
 
 
 
 
 
The following aggregate number of RSUs for which settlement was previously deferred were ultimately issued in Fiscal 2020: 6,213 RSUs for Mr. Burgess, 10,656 RSUs for Dr. Drell, 2,058 RSUs for Mr. Gaither, and 12,714 RSUs for Mr. McCaffery.

20


Review of Transactions with Related Persons
It is our policy that all employees, officers and directors must avoid any activity that is in conflict with, or has the appearance of conflicting with, our interests. This policy is included in our Code of Conduct and our Financial Team Code of Conduct. We conduct a review of all related party transactions for potential conflict of interest situations on an ongoing basis and all transactions involving executive officers or directors must be approved by the NCGC in compliance with the Company’s policies and the Listing Standards of The Nasdaq Global Select Market. Except as discussed below, we did not conduct any transactions with related persons in Fiscal 2020 that would require disclosure in this proxy statement or approval by the NCGC.
Transactions with Related Persons
We have entered into indemnity agreements with our executive officers and directors which provide, among other things, that we will indemnify such executive officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, executive officer or other agent of NVIDIA, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. We intend to execute similar agreements with our future executive officers and directors.
See the section below titled Employment, Severance and Change-in-Control Arrangements for a description of the terms of the 2007 Plan, related to a change-in-control of NVIDIA.
During Fiscal 2020, we granted RSUs to our non-employee directors, and RSUs and PSUs to our executive officers. See the section above titled Director Compensation and the section below titled Executive Compensation.



21


Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 22, 2020 as to shares of our common stock beneficially owned by each of our NEOs, each of our directors, all of our directors and executive officers as a group, and all known by us to be beneficial owners of 5% or more of our common stock. Beneficial ownership is determined in accordance with the SEC’s rules and generally includes voting or investment power with respect to securities as well as shares of common stock subject to options exercisable, or PSUs or RSUs that will vest, within 60 days of March 22, 2020.
This table is based upon information provided to us by our executive officers and directors. Information about principal stockholders, other than percentages of beneficial ownership, is based solely on Schedules 13G/A filed with the SEC. Unless otherwise indicated and subject to community property laws where applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned. Percentages are based on 615,108,308 shares of our common stock outstanding as of March 22, 2020, adjusted as required by SEC rules.
Name of Beneficial Owner
 
Shares Owned
 
Shares Issuable Within 60 Days
 
Total Shares Beneficially Owned
 
Percent
NEOs:
 
 
 
 
 
 
 
 
 
Jen-Hsun Huang
 
21,462,889

(1) 
 
1,825,000

 
23,287,889

 
3.77%
Colette M. Kress
 
81,792

 
 

 
81,792

 
*
Ajay K. Puri
 
201,723

(2) 
 

 
201,723

 
*
Debora Shoquist
 
98,351

 
 

 
98,351

 
*
Timothy S. Teter
 
23,127

 
 

 
23,127

 
*
Directors, not including Mr. Huang:
 
 
 
 
 
 
 
 
 
Robert K. Burgess
 
5,265

 
 
38,670

 
43,935

 
*
Tench Coxe
 
1,266,596

(3) 
 
629

 
1,267,225

 
*
Persis S. Drell
 
16,601

 
 

 
16,601

 
*
James C. Gaither
 
102,712

(4) 
 

 
102,712

 
*
Dawn Hudson
 
22,603

 
 
48,000

 
70,603

 
*
Harvey C. Jones
 
255,674

(5) 
 

 
255,674

 
*
Michael G. McCaffery
 
15,173

 
 

 
15,173

 
*
Stephen C. Neal
 
19

(6) 
 

 
19

 
*
Mark L. Perry
 
63,602

(7) 
 
629

 
64,231

 
*
A. Brooke Seawell
 
130,000

(8) 
 
10,629

 
140,629

 
*
Mark A. Stevens
 
1,924,228

(9) 
 
629

 
1,924,857

 
*
Directors and executive officers as a group (16 persons)
 
25,670,355

(10) 
 
1,924,186

 
27,594,541

 
4.47%
5% Stockholders:
 
 
 
 
 
 
 
 
 
The Vanguard Group, Inc.
 
47,243,149

(11) 
 

 
47,243,149

 
7.68%
FMR LLC
 
44,789,216

(12) 
 

 
44,789,216

 
7.28%
BlackRock, Inc.
 
40,314,221

(13) 
 

 
40,314,221

 
6.55%
* Represents less than 1% of the outstanding shares of our common stock.
(1) 
Includes (a) 15,772,615 shares of common stock held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun and Lori Huang Living Trust, u/a/d May 1, 1995, or the Huang Trust; (b) 1,237,239 shares of common stock held by J. and L. Huang Investments, L.P., of which the Huang Trust is the general partner; (c) 557,000 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and his wife are co-trustees; (d) 748,012 shares of common stock held by The Jen-Hsun Huang 2016 Annuity Trust II, of which Mr. Huang is trustee; (e) 748,012 shares of common stock held by The Lori Lynn Huang 2016 Annuity Trust II, of which Mr. Huang’s wife is trustee; and (f) 1,251,950 shares of common stock held by The Huang Irrevocable Remainder Trust u/a/d 2/19/2016, of which Mr. Huang and his wife are co-trustees. By virtue of their status as co-trustees of the Huang Trust, The Huang 2012 Irrevocable Trust, and The Huang Irrevocable Remainder Trust, each of Mr. Huang and his wife may be deemed to have shared beneficial ownership of the shares referenced in (a), (b), (c) and (f), and to have shared power to vote or to direct the vote or to dispose of or direct the disposition of such shares.

22


(2) 
Includes (a) 90,722 shares of common stock held by the Ajay K Puri Revocable Trust dtd 12/10/2015, of which Mr. Puri is the trustee and of which Mr. Puri exercises sole voting and investment power, and (b) 94,870 shares of common stock held by The Puri 2019 Irrevocable Children’s Trust dtd 12/06/2019, of which Mr. Puri is one of the trustees. Mr. Puri disclaims beneficial ownership of the shares held by the The Puri 2019 Irrevocable Children’s Trust, except to the extent of his pecuniary interest therein.
(3) 
Includes (a) 171,312 shares of common stock held in a retirement trust over which Mr. Coxe exercises sole voting and investment power, and (b) 1,085,421 shares of common stock held in The Coxe Revocable Trust, of which Mr. Coxe and his wife are co-trustees and of which Mr. Coxe exercises shared voting and investment power. Mr. Coxe disclaims beneficial ownership on the shares held by The Coxe Revocable Trust, except to the extent of his pecuniary interest therein. Mr. Coxe shares pecuniary interest in shares held in his individual name pursuant to a contractual relationship.  Mr. Coxe disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(4) 
Includes 99,691 shares of common stock held by the James C. Gaither Revocable Trust U/A/D 9/28/2000, of which Mr. Gaither is the trustee and of which Mr. Gaither exercises sole voting and investment power.
(5) 
Includes 226,970 shares of common stock held in the H.C. Jones Living Trust, of which Mr. Jones is trustee and of which Mr. Jones exercises sole voting and investment power.
(6) 
Consists of shares of common stock held by the 2013 Stephen C. Neal Revocable Trust, of which Mr. Neal is trustee and of which Mr. Neal exercises sole voting and investment power.
(7) 
Includes 40,000 shares of common stock held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees and of which Mr. Perry exercises shared voting and investment power.
(8) 
Consists of shares of common stock held by the Rosemary & A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which Mr. Seawell and his wife are co-trustees and of which Mr. Seawell exercises shared voting and investment power.
(9) 
Includes 1,764,312 shares of common stock held by the 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees and of which Mr. Stevens exercises shared voting and investment power.
(10) 
Includes shares owned by all directors and executive officers.
(11) 
This information is based solely on a Schedule 13G/A, dated February 10, 2020, filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. reporting its beneficial ownership as of December 31, 2019. The Schedule 13G/A reports that Vanguard has sole voting power with respect to 930,029 shares and sole dispositive power with respect to 46,211,721 shares. Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(12) 
This information is based solely on a Schedule 13G/A, dated February 6, 2020, filed with the SEC on February 7, 2020 by FMR LLC reporting its beneficial ownership as of December 31, 2019. The Schedule 13G/A reports that FMR has sole voting power with respect to 11,560,937 shares and sole dispositive power with respect to 44,789,216 shares. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.
(13) 
This information is based solely on a Schedule 13G/A, dated February 5, 2020, filed with the SEC on February 5, 2020 by BlackRock, Inc. reporting its beneficial ownership as of December 31, 2019. The Schedule 13G/A reports that BlackRock has sole voting power with respect to 34,580,989 shares and sole dispositive power with respect to 40,314,221 shares. BlackRock is located at 55 East 52nd Street, New York, New York 10055.


23


Proposal 2—Approval of Executive Compensation
What am I voting on?  A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2020 NEO compensation.
Vote required: A majority of the shares present or represented by proxy.
Effect of abstentions: Same as a vote AGAINST.
Effect of broker non-votes: None.        
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis, commonly referred to as “say-on-pay”, to approve the compensation paid to our NEOs as disclosed in the CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. In response to our stockholders’ preference, our Board has adopted a policy of providing for annual “say-on-pay” votes. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.
This advisory proposal is not binding on the Board or us. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the CC intend to consider the results of this vote in making determinations in the future regarding NEO compensation arrangements.
Recommendation of the Board
The Board recommends that our stockholders adopt the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”






24


Executive Compensation
Compensation Discussion and Analysis
This CD&A describes our Fiscal 2020 executive compensation goals, philosophies and program design, including the CC’s process for determining compensation, the various components of pay, and how our corporate results affected performance-based payout. Our Fiscal 2020 NEOs were:
Name
 
Current Title
Jen-Hsun Huang
 
President and CEO
Colette M. Kress
 
Executive Vice President and CFO
Ajay K. Puri
 
Executive Vice President, Worldwide Field Operations
Debora Shoquist
 
Executive Vice President, Operations
Timothy S. Teter
 
Executive Vice President, General Counsel and Secretary
The CC will consider the impact of COVID-19 on the Company’s Fiscal 2021 business and financial results in evaluating executive compensation, and any resulting decisions will be described in the proxy statement for the 2021 Meeting.
Executive Summary
Executive Compensation Goals and Philosophies
NVIDIA’s mission is to develop revolutionary technology that improves lives. To achieve this vision, we must attract, motivate and retain a high-caliber executive team while balancing our stockholders’ interests. While our CC considers numerous factors in making executive pay decisions, our compensation program is guided by the following goals and philosophies:
Pay for Performance: emphasize at-risk and performance-based cash and equity for NEOs based on multiple corporate metrics.
Motivation and Retention: NEO target compensation should be competitive with our peers; reflects job impact, scope, and responsibilities; and is structured to retain talent.
Stockholder Alignment: structure NEO pay to align with stockholders’ long-term interests and make adjustments in response to feedback received through our annual stockholder engagement and our annual “say-on-pay” vote.
Simplicity and Transparency: utilize clear, simple performance metrics that are defined and reported publicly.
Fiscal 2020 Executive Compensation Program Design
Taking into account (i) the Company’s Fiscal 2020 outlook at the time of determining executive compensation, (ii) stockholder feedback from our annual outreach efforts, and (iii) strong Fiscal 2019 say-on-pay approval, the CC determined to keep target pay essentially flat with Fiscal 2019. Our primary Fiscal 2020 executive compensation components were:
Element
 
Purpose
 
Fixed or
At-Risk
 
Performance
Measure
 
% of Fiscal 2020 Target Pay*
 
 
 
 
CEO
 
Other NEOs
 
 
 
 
 
 
 
 
 
 
 
CASH
Base Salary
 
Compensate for expected day-to-day performance
 
Fixed
 
N/A
 
8%
 
22%
Variable Cash
 
Motivate and reward for annual corporate financial performance
 
At-Risk
 
Annual Revenue
 
9%
 
9%
 
 
 
 
 
 
 
 
 
 
 
EQUITY
RSUs
 
Align with stockholder interests by linking NEO pay to the performance of our common stock
 
At-Risk
 
N/A
 
N/A
 
24%
SY PSUs
 
Align with stockholder interests by linking NEO pay to annual operational performance
 
At-Risk
 
Annual Non-GAAP Operating Income
 
55%
 
41%
MY PSUs
 
Align with long-term stockholder interests by linking NEO pay to multi-year relative shareholder return
 
At-Risk
 
3-Year TSR
Relative to S&P 500
 
28%
 
4%
% OF PERFORMANCE-BASED PAY:
 
92%
 
54%
% OF AT-RISK PAY:
 
92%
 
78%
* Based on total target pay as approved by the CC, consisting of base salary, target opportunity under our Variable Cash Plan, and target value of equity opportunities the CC intended to deliver.

25


Financial Performance and Link to Executive Pay
Despite a challenging start to Fiscal 2020 with excess channel inventory in our Gaming business and a pause in hyperscale spending in our Datacenter business, our business recovered in the second half of the year. A significant portion of our executive pay opportunities are tied to achievement of rigorous financial measures that drive business value and contribute to our long-term success. The tables below show our goals and achievement for each of these measures for the applicable period ended Fiscal 2020, and their respective impact on our executive pay:
 
 
Revenue
 
Non-GAAP Operating Income*
 
3-Year TSR
 
 
Performance Goal
 
Payout as a % of Target Opportunity(1)
 
Performance Goal
 
Shares Eligible to Vest as a % of
Target Opportunity(1)
 
Performance Goal
 
Shares Eligible to Vest as a % of
Target Opportunity(1)
Threshold
 
$10.5 billion
 
50%
 
$3.21 billion
 
50%
 
25th percentile
 
25%
Base Operating Plan (Target for MY PSUs)
 
$11.4 billion
 
100%
 
$3.75 billion
 
100%
 
50th percentile
 
100%
Stretch Operating Plan (Stretch for MY PSUs)
 
$12.0 billion
 
200%
 
$4.23 billion
 
150% for CEO; 200% for our other NEOs
 
75th percentile
 
150% for CEO; 200% for our other NEOs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance and Payout
 
Achieved Fiscal 2020 revenue of $10.92 billion, resulting in a Variable Cash Plan payout at 73.2% of target
 
Achieved Fiscal 2020 Non-GAAP Operating Income of $3.73 billion, resulting in 98.6% of target SY PSUs becoming eligible to vest
 
Achieved 3-year TSR of 138% (95th percentile of S&P 500), resulting in maximum number of MY PSUs becoming eligible to vest
(1) 
For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.
* See Reconciliation of Non-GAAP Financial Measures in this CD&A for a reconciliation between the non-GAAP measures and GAAP results.
Our Compensation Practices
Our executive compensation program adheres to the following practices:
What We Do
 
What We Don’t Do
üEmphasize at-risk, performance-based compensation, with objective and distinct goals for each such component
üInclude multi-year PSU awards
üUse objective annual and 3-year performance targets to determine SY PSU and MY PSU awards earned, respectively
üRequire NEOs to provide continuous service for 12 months to vest in any equity awards and 4 years to fully vest in SY PSU and RSU awards
üReevaluate and adjust our program annually based on stockholder and corporate governance group feedback
üMinimize inappropriate risk-taking
üCap performance-based variable cash and PSU payouts
üRetain an independent compensation consultant reporting directly to the CC
üRequire NEOs to maintain meaningful stock ownership
üMaintain a clawback policy for performance-based compensation
 
X Enter into agreements with NEOs providing for specific terms of employment or severance benefits
X Give our executive officers special change-in-control benefits
X Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards)
X Give NEOs supplemental retirement benefits or perquisites that are not available to all employees
X Provide tax gross-ups
X Reprice stock options without stockholder approval
X Pay dividends or the equivalent on unearned or unvested shares
X Permit executive officers, employees or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan
How We Determine Executive Compensation
Our CC manages our executive compensation program according to the cycle below:
Nov - Dec 2018
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Dec 2018
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Feb - Mar 2019
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Apr 2020
Management and our Lead Director conducted outreach to stockholders
CC determined peer companies
CC determined performance goals and compensation; approved prior year achievement and payments
Completed compensation risk assessment; disclose executive compensation program details

26


In the Fall of 2019, management and our Lead Director again conducted outreach to stockholders regarding executive pay, which the CC considered as it determined our compensation program for the ongoing Fiscal 2021 year. Feedback from conversations with our stockholders is further described in Compensation Actions and Achievements below.
Roles of the CC, Compensation Consultant and Management
Our CC solicits the input of Mr. Huang and the CC’s independent compensation consultant, Exequity, which reports directly to our CC. The roles of our CC, Exequity, and management, including our CEO, CFO, and Human Resources and Legal departments, in setting our Fiscal 2020 NEO compensation program are summarized below.
At the CC’s direction, Exequity and management recommended a peer group for our program, which was approved by the CC. Management then gathered peer data from the Radford Global Technology Survey, which was considered by Exequity in its analysis of Mr. Huang’s compensation, and by Mr. Huang in his recommendations on our other NEOs’ compensation, for Fiscal 2020. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2020 performance goals prior to making its final and sole decision on all Fiscal 2020 NEO compensation. Additionally, Exequity advised the CC on the Fiscal 2020 compensation risk analysis prepared by management. The CC also certified performance-based Fiscal 2019 and Fiscal 2020 compensation payouts.
During Fiscal 2020, our CC continued to use Exequity for its experience working with our CC and with compensation committees at other technology companies. Our CC analyzed whether Exequity’s role raised any conflict of interest, considering: (i) Exequity does not provide any services directly to NVIDIA (although we pay Exequity on the CC’s behalf), (ii) the percentage of Exequity’s total revenue resulting from fees paid by us on the CC’s behalf, (iii) Exequity’s conflict of interest policies and procedures, (iv) any business or personal relationship between Exequity and an NEO, or between Exequity’s individual compensation advisors and an NEO or any member of our CC, and (v) any NVIDIA stock owned by Exequity or its individual compensation advisors. After considering these factors, our CC determined that Exequity’s work did not create any conflict of interest.
Peer Companies and Market Compensation Data
We believe our peers should be companies that (1) compete with us for executive talent; (2) have established businesses, market presence, and complexity similar to us; and (3) are generally of similar size to us, as measured by revenue and/or market capitalization at roughly 0.5-3.5x of us. Accordingly, we made significant updates to our peer group for Fiscal 2020:
Fiscal 2020 Peer Group (1)
Adobe Inc.
Cisco Systems, Inc. (2)
Intuit Inc.
Qualcomm Incorporated
Tesla, Inc.
Advanced Micro Devices, Inc.
IBM (2)
Oracle Corporation (2)
Salesforce.com, Inc.
Texas Instruments
Broadcom Limited
Intel Corporation (2)
PayPal (2)
SAP (2)
VMware, Inc.
(1) Activision Blizzard, Analog Devices, Applied Materials, eBay, Electronic Arts, Lam Research, Micron Technology, Symantec, and Western Digital, each a Fiscal 2019 peer, were removed for Fiscal 2020 because their respective market capitalizations fell below our targeted range and/or for lack of competition for talent.
(2) Added as a Fiscal 2020 peer for similar market capitalization to us.
The CC determined our Fiscal 2020 peer group in December 2018. At that time, our revenue and market capitalization compared to our peer group companies as follows:
 
 
Revenue
 
Market Capitalization
Fiscal 2020 Peer Group Median
 
$14.97 billion
 
$100.18 billion
NVIDIA
 
$9.71 billion
 
$96.10 billion
Our CC reviews market practices and compensation data from the Radford survey for peer companies’ comparably situated executives when determining the components of our executive compensation program as well as total compensation. The CC compares the total compensation opportunity for our NEOs and similarly situated executives at the 50th and 75th percentiles of peer company data, and also considers the factors below in determining NEO compensation opportunities.

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Factors Used in Determining Executive Compensation
In addition to peer data, our CC considers the following factors in making executive compensation decisions. The weight given to each factor may differ among NEOs and each component of pay, and is subject to the CC’s sole discretion.
ü The need to attract and retain talent in a highly competitive industry
ü Stockholder feedback regarding our executive pay
ü The simplicity of the overall program and the transparency of the performance metrics
ü An NEO’s past performance and anticipated future contributions
ü Our financial performance and forecasted results
ü The need to motivate NEOs to address new business challenges
ü Each NEO’s current total compensation
ü Each NEO’s unvested equity
 
ü Internal pay equity relative to similarly situated executives and the scope and complexity of the department or function the NEO manages
ü Our CEO’s recommendations for the other NEOs, including his understanding of each NEO’s performance, capabilities, contributions
ü Our CC’s independent judgment
ü Our philosophy that an NEO’s total compensation opportunity and percentage of at-risk pay should increase with responsibility
ü The total compensation cost and stockholder dilution from executive compensation, to maintain a responsible cost structure for our compensation programs*
* See Note 4, Stock-Based Compensation of our Form 10-K consolidated financial statements for a discussion of stock-based compensation cost.
Components of Pay
The primary components of NVIDIA’s Fiscal 2020 executive compensation program are summarized below:
 
 
Fixed Compensation
 
At-Risk Compensation
 
Base Salary
 
Variable Cash
 
SY PSUs
 
MY PSUs
 
RSUs*
Form
 
Cash
 
Cash
 
Equity
 
Equity
 
Equity
Who Receives
 
NEOs
 
NEOs
 
NEOs
 
NEOs
 
NEOs except Mr. Huang
When Granted or Determined
 
Annually in Fiscal Q1
 
Annually in Fiscal Q1
 
On the 6th business day of March (March 8, 2019)
 
On the 6th business day of March (March 8, 2019)
 
On the 6th business day of March (March 8, 2019)
When Paid, Earned, or Issued
 
Retroactively paid to start of fiscal year, via biweekly payroll
 
If at least Threshold goal achieved, earned after fiscal year end, paid in March
 
Shares eligible to vest determined after fiscal year end based on performance achieved; if at least Threshold achieved, issued on each vesting date, subject to the NEO’s continued service on each such date
 
Shares eligible to vest determined after 3rd fiscal year end based on performance achieved; if at least Threshold achieved, issued on the sole vesting date, subject to the NEO’s continued service on such date
 
Issued on each vesting date, subject to the NEO’s continued service on each such date
Performance Measure
 
N/A
 
Revenue (determines cash payout)
 
Non-GAAP Operating Income (determines number of shares eligible to vest)
 
TSR relative to the S&P 500 (determines number of shares eligible to vest)
 
N/A
Performance Period
 
N/A
 
1 year
 
1 year
 
3 years
 
N/A
Vesting Period
 
N/A
 
N/A
 
4 years from grant
 
3 years from grant
 
4 years from grant
Vesting Terms
 
N/A
 
N/A
 
If at least Threshold achieved, 25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafter
 
If at least Threshold achieved, 100% on approximately the 3-year anniversary of the grant date
 
25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafter
Timeframe Emphasized
 
Annual
 
Annual
 
Long-term
 
Long-term
 
Long-term
Maximum Amount That Can Be Earned
 
N/A
 
200% of target award opportunity under our Variable Cash Plan
 
150% of Mr. Huang’s SY PSU target opportunity and 200% of our other NEOs’ respective SY PSU target opportunity

Ultimate value delivered depends on stock price on date earned shares vest
 
150% of Mr. Huang’s MY PSU target opportunity and 200% of our other NEOs’ respective MY PSU target opportunity

Ultimate value delivered depends on stock price on date earned shares vest
 
100% of grant

Ultimate value delivered depends on stock price on date shares vest
* Our CC considers RSUs to be at-risk pay because the realized value depends on our stock price, which is a financial performance measure.
In addition, we maintain medical, vision, dental, and accidental death and disability insurance as well as time off and paid holidays for all of our NEOs, on the same basis as our other employees. Like our other full-time employees, our NEOs are

28


eligible to participate in our 2012 ESPP, unless otherwise prohibited by the rules of the Internal Revenue Service, and our 401(k) plan, which included a Company match of salary deferral contributions of up to $6,000 for calendar 2019 and up to $6,500 for calendar 2020. For Fiscal 2020, Mr. Puri, Mr. Teter and Ms. Kress each received a $6,500 401(k) match, while our other NEOs each received a $6,000 401(k) match.
Compensation Actions and Achievements
Stockholder Outreach and Feedback
We value stockholder feedback and conduct an annual stockholder outreach program. During the Fall of 2018, in preparing for Fiscal 2020 compensation decisions, we contacted our top 14 institutional stockholders (except for brokerage firms and index funds who we know do not engage in direct conversations with companies), with an aggregate ownership of approximately 27% of our shares. Our Lead Director and members of management ultimately discussed executive compensation with representatives of stockholders holding an aggregate of approximately 26% of our common stock. Our stockholders generally provided positive feedback on our pay for performance alignment and the proportion of variable versus fixed pay. While some stockholders encouraged our use of TSR as a relative performance figure and its tie to a transparent index, others expressed reservations about TSR due to NVIDIA’s lack of control over stock price.
After considering their feedback, and our Fiscal 2019 say-on-pay approval rate of 96%, our CC concluded that the use of our multi-year relative TSR performance metric continued to, in combination with our annual performance metrics of revenue and Non-GAAP Operating Income, effectively align executive compensation with stockholder interests. Therefore, the CC maintained the same general elements and metrics for our Fiscal 2020 NEO pay program, but adjusted the corporate goals to appropriately motivate our executives, as further described below. In the Fall of 2019, our management and Lead Director again engaged in stockholder outreach. The CC considered the feedback from these meetings in making decisions regarding the current Fiscal 2021 executive compensation program.
Total Target Compensation Approach
In deciding Fiscal 2020 compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across different pay elements. Our CC compared Mr. Huang’s base salary, target variable cash opportunity, target equity opportunity, and total target pay against chief executives of our peer companies. For our other NEOs, our CC reviewed their respective total target pay against similarly situated executives of our peer companies. The CC also considered the factors discussed above in Factors Used in Determining Executive Compensation and the CC’s specific compensation objectives for Fiscal 2020. Our CC did not use a single formula or assign a specific weight to any one factor in determining each NEO’s target pay. Rather, our CC used its business judgment and experience to set total target compensation, mix of cash and equity, and fixed and at-risk pay opportunities for each NEO to achieve our program’s objectives. When the CC set each element of pay for an NEO, it considered the context of the levels of the other pay elements, and the resulting total target pay for such NEO. These amounts and structure allowed our NEOs to realize above-market value from equity awards and variable cash incentives only upon exceptional corporate performance. After also considering the Company’s forecast of flat to slightly down revenue for Fiscal 2020, the CC ultimately kept our NEOs’ target pay essentially flat with Fiscal 2019. There were no increases to base salaries or variable cash targets and only very minor adjustments to target equity values.
Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards
For Fiscal 2020, the CC decided that the largest portion of NEOs’ total target pay would again be in the form of at-risk, performance-based equity. The CC believes an emphasis on long-term, at-risk opportunities drives results and increases NEO and stockholder alignment, while providing sufficient annual cash compensation to be competitive and retain our NEOs. The PSUs and RSUs provide long-term incentives and retention benefits because our NEOs must achieve, for PSUs, the predetermined performance goal and also, for both PSUs and RSUs, remain with us for a multi-year period (3 years for MY PSUs and 4 years for SY PSUs and RSUs) to fully vest in the awards.
The CC concluded that, given Mr. Huang’s position as CEO, 100% of his equity grants should be at-risk and performance-based, tightly aligning his interests with stockholders. Consistent with its practice over the last five years, the CC granted Mr. Huang’s target equity opportunity 100% in the form of SY PSUs (which value is aligned with our Non-GAAP Operating Income performance) and MY PSUs (which value is aligned with our relative stock price performance). For our other NEOs, the CC provided roughly 65% of the target equity opportunity in the form of PSUs and 35% of the target equity opportunity in the form of RSUs, subject to individual adjustments determined appropriate by the CC. The CC evaluated market positioning, internal pay equity, individual performance, and level of unvested equity to determine a target equity opportunity value for our NEOs, which was set substantially equivalently to the target equity values for Fiscal 2019. To determine actual shares awarded, the CC used the 120-day trailing average of our stock price, reducing the impact of daily volatility on compensation decisions. This average determined the number of RSUs and the target number of SY PSUs and MY PSUs.

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The target numbers of SY PSU and MY PSU shares were eligible to vest upon our achievement of the Base Operating Plan Non-GAAP Operating Income performance goal for Fiscal 2020, and the Target TSR performance goal relative to the S&P 500 over a 3-year period starting at the beginning of Fiscal 2020, respectively. No shares were eligible to vest if at least Threshold performance was not achieved. Shares underlying any PSUs that are not earned are cancelled.
If the Company achieved at least Threshold performance, the minimum number of shares eligible to vest was 50% of the SY PSU target opportunity and 25% of the MY PSU target opportunity. If the Company achieved at least Stretch Operating Plan performance for SY PSUs (or Stretch performance for MY PSUs), the maximum number of shares eligible to vest was capped at 150% of Mr. Huang’s, and 200% of our other NEOs’ respective, PSU target opportunities.
Goals for and Achievement of Performance-Based Compensation
Based on the Fiscal 2020 strategic plan as approved by the Board, the CC set performance metrics and goals, and the Company achieved certain performance and paid out to our NEOs, as set forth below:
 
 
Variable Cash Plan
 
SY PSUs
 
MY PSUs
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE METRICS
Metric
 
Revenue
 
Non-GAAP Operating Income*
 
TSR relative to the S&P 500
Timeframe
 
1 year
 
1 year
 
3 years
CC’s Rationale for Metric
 
Annual performance indicator which drives value, contributes to Company’s long-term success
Our executives focus on growth in the Company's specialized markets where our technologies did not previously exist; revenue growth is a strong predictor of the Company's future success
Distinct, separate metric from Non-GAAP Operating Income
 
Annual performance indicator which drives value, contributes to Company’s long-term success
Reflects both our annual revenue generation and effective operating expense management
To ensure long-term performance emphasis, structured to vest over a 4-year period
 
Aligns directly with long-term shareholder value creation
Provides direct comparison of our stock price performance (with dividends) against an index that represents a broader capital market with which we compete
Relative (versus absolute) nature of goals accounts for macroeconomic factors impacting the broader market
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE LEVELS
 
 
Performance Goal
 
Payout as a % of Target Opportunity(1)
 
Performance
Goal
 
Shares Eligible to Vest as a % of Target Opportunity(1)
 
Performance Goal
 
Shares Eligible to Vest as a % of Target Opportunity(1)
Threshold
 
$10.5 billion
 
50%
 
$3.21 billion
 
50%
 
25th percentile
 
25%
Appropriately decelerated payout for performance below Base Operating Plan (Target for MY PSUs); uncertain, but attainable and high enough to create modest value
 
 
 
 
 
 
 
 
 
 
 
 
Base Operating Plan
(Target for MY PSUs)
 
$11.4 billion
 
100%
 
$3.75 billion
 
100%
 
50th percentile
 
100%
Uncertain, but attainable with significant effort and execution success. Included budgeted investments in future businesses and revenue growth (and for PSUs, gross margin growth) considering macroeconomic conditions and reasonable but challenging growth estimates for ongoing and new businesses (2)
 
 
 
 
 
 
 
 
 
 
 
 
Stretch Operating Plan (Stretch for MY PSUs)
 
$12.0 billion
 
200%
 
$4.23 billion
 
150% for CEO; 200% for our other NEOs
 
75th percentile
 
150% for CEO; 200% for our other NEOs
Required exceptional achievement; only possible with strong market factors and a very high level of management execution and corporate performance
 
 
 
 
 
 
 
 
 
 
 
 



30


 
 
Variable Cash Plan
 
SY PSUs
 
MY PSUs
 
 
 
 
 
 
 
 
 
 
 
 
 
ACTUAL RESULTS
Performance and Payout
 
Achieved Fiscal 2020 revenue of $10.92 billion, resulting in a Variable Cash Plan payout at 73.2% of target.
 
Achieved Fiscal 2020 Non-GAAP Operating Income of $3.73 billion, resulting in 98.6% of target SY PSUs becoming eligible to vest. 25% of the eligible SY PSU shares vested on March 18, 2020, approximately one year after grant, and 6.25% will vest every quarter thereafter for the next three years. The remaining shares that were ineligible to vest were cancelled in February 2020.
 
Achieved 3-year TSR ending Fiscal 2020 of 138% (95th percentile of S&P 500), resulting in maximum number of MY PSUs becoming eligible to vest. 100% of the eligible MY PSUs vested on March 18, 2020, after the 3-year performance period.
(1) 
For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.
(2) 
Goals for Variable Cash Plan and SY PSUs were lower than in Fiscal 2019 to account for headwinds from excess channel inventory and hyperscale spending pause.
* See Reconciliation of Non-GAAP Financial Measures in this CD&A for a reconciliation between the non-GAAP measures and GAAP results.
Achievement of goals for Fiscal 2019 and Fiscal 2020 MY PSU grants will be determined after January 2021 and January 2022, respectively.
Target Fiscal 2020 Compensation Actions
The CC’s target Fiscal 2020 compensation actions are summarized below for each NEO, reflecting the target value of the variable cash and equity opportunities the CC intended to deliver. The CC considered the factors set forth in Factors Used in Determining Executive Compensation above and focused primarily on the total target pay opportunity for each NEO.
JEN-HSUN HUANG
 
 
Target Pay ($)
 
Fiscal 2020 Compensation Actions
President, CEO & Director
   Base Salary
 
1,000,000

 
No change from Fiscal 2019
imagg68.jpg
   Variable Cash
 
1,100,000

 
No change from Fiscal 2019 target; earned at $805,444
Equity
 
9,921,120

 
Essentially flat with Fiscal 2019
   SY PSUs
 
6,614,080

 
44,000 shares Target opportunity; 43,389 shares became eligible to vest
   MY PSUs
 
3,307,040

 
22,000 shares Target opportunity
Total
 
12,021,120

 
Essentially flat with Fiscal 2019
 
 
 
 
 
COLETTE M. KRESS
 
 
Target Pay ($)
 
Fiscal 2020 Compensation Actions
EVP & CFO
   Base Salary
 
900,000

 
No change from Fiscal 2019
imagg69.jpg
   Variable Cash
 
300,000

 
No change from Fiscal 2019 target; earned at $219,667
Equity
 
3,307,040

 
Essentially flat with Fiscal 2019
   SY PSUs
 
1,924,096

 
12,800 shares Target opportunity; 12,622 shares became eligible to vest
   MY PSUs
 
195,416

 
1,300 shares Target opportunity
   RSUs
 
1,187,528

 
Granted 7,900 shares
Total
 
4,507,040

 
Essentially flat with Fiscal 2019
AJAY K. PURI
 
 
Target Pay ($)
 
Fiscal 2020 Compensation Actions
EVP, WW Field Operations
   Base Salary
 
950,000

 
No change from Fiscal 2019
imagg70.jpg
   Variable Cash
 
650,000

 
No change from Fiscal 2019 target; earned at $475,944
Equity
 
3,412,264

 
Essentially flat with Fiscal 2019
   SY PSUs
 
1,969,192

 
13,100 shares Target opportunity; 12,918 shares became eligible to vest
   MY PSUs
 
195,416

 
1,300 shares Target opportunity
   RSUs
 
1,247,656

 
Granted 8,300 shares
Total
 
5,012,264

 
Essentially flat with Fiscal 2019

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DEBORA SHOQUIST
 
 
Target Pay ($)
 
Fiscal 2020 Compensation Actions
EVP, Operations
   Base Salary
 
850,000

 
No change from Fiscal 2019
imagg71.jpg
   Variable Cash
 
250,000

 
No change from Fiscal 2019 target; earned at $183,056
Equity
 
2,405,120

 
Essentially flat with Fiscal 2019
   SY PSUs
 
1,428,040

 
9,500 shares Target opportunity; 9,368 shares became eligible to vest
   MY PSUs
 
150,320

 
1,000 shares Target opportunity
   RSUs
 
826,760

 
Granted 5,500 shares
Total
 
3,505,120

 
Essentially flat with Fiscal 2019
TIMOTHY S. TETER
 
 
Target Pay ($)
 
Fiscal 2020 Compensation Actions
EVP, GC & Secretary
   Base Salary
 
850,000

 
No change from Fiscal 2019
imagg72.jpg
   Variable Cash
 
250,000

 
No change from Fiscal 2019 target; earned at $183,056
Equity
 
1,909,064

 
Essentially flat with Fiscal 2019
   SY PSUs
 
1,202,560

 
8,000 shares Target opportunity; 7,889 shares became eligible to vest
   MY PSUs
 
150,320

 
1,000 shares Target opportunity
   RSUs
 
556,184

 
Granted 3,700 shares
Total
 
3,009,064

 
Essentially flat with Fiscal 2019

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Additional Executive Compensation Practices, Policies, and Procedures
Stock Ownership Guidelines
The Board believes that executive officers should hold a significant equity interest in NVIDIA. Our Corporate Governance Policies require the CEO to hold shares of our common stock valued at six times his base salary, and our other NEOs to hold shares of our common stock valued at the NEO’s respective base salary. NEOs have up to five years from appointment to reach the ownership threshold. The stock ownership guidelines are intended to further align NEO interests with stockholder interests. Each of our NEOs currently exceeds the stock ownership requirements.
Compensation Recovery (“Clawback”) Policy
We maintain a Compensation Recovery Policy for all employees. Under this policy, if we are required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form 10-Q or Form 10-K due to material noncompliance with any financial reporting requirement under the federal securities laws, or a Restatement, and if the Board or a committee of independent directors concludes that our CEO, our CFO or any other employee received a variable compensation payment that would not have been payable if the original interim or annual financial statements had reflected the Restatement, which we refer to as the Overpayment, then:
Our CEO and our CFO will disgorge the net after-tax portion of the Overpayment; and
The Board or the committee of independent directors in its sole discretion may require any other employee to repay the Overpayment. In using its discretion, the Board or the independent committee may consider whether such person was involved in the preparation of our financial statements or otherwise caused the need for the Restatement and may, to the extent permitted by applicable law, recoup amounts by (1) requiring partial or full repayment by such person of any variable or incentive compensation or any gains realized on the exercise of stock options or on the open-market sale of vested shares, (2) canceling up to all and any outstanding equity awards held by such person and/or (3) adjusting the future compensation of such person.
We will review and update the Compensation Recovery Policy as necessary for compliance with the clawback policy provisions of the Dodd Frank Act when the final regulations related to that policy are issued.
Tax and Accounting Implications
Under Section 162(m) of the Internal Revenue Code, or Section 162(m), compensation paid to any publicly-held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m) provided an exception pursuant to which the deduction limit did not apply to any compensation that qualified as “performance-based compensation” under Section 162(m).
With the enactment of the Tax Cuts and Jobs Act, the performance-based compensation exception under Section 162(m) was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to a written binding contract which was in effect on November 2, 2017, and which is not modified in any material respect on or after such date.
As a result, compensation paid to any of our “covered employees” in excess of $1 million per taxable year generally will not be deductible unless it qualifies for the performance-based compensation exception under Section 162(m) pursuant to the transition relief described above. Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m), as well as other factors beyond the control of the CC, no assurance can be given that any compensation paid by the Company will be eligible for such transition relief and be deductible by the Company in the future. Although the CC will continue to consider tax implications as one factor in determining executive compensation, the CC also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The CC also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.
Our CC also considers the impact of Section 409A of the Internal Revenue Code, and in general, our executive plans and programs are designed to comply with the requirements of that section to avoid the possible adverse tax consequences that may arise from non-compliance.

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Reconciliation of Non-GAAP Financial Measures
A reconciliation between our Non-GAAP Operating Income and GAAP operating income is as follows (in millions):
 
Fiscal 2020
 
Fiscal 2019
GAAP operating income
$
2,846

 
$
3,804

Stock-based compensation expense
 
844

 
 
557

Legal settlement costs
 
15

 
 
44

Acquisition-related and other costs
 
30

 
 
2

Non-GAAP Operating Income
$
3,735

 
$
4,407

We believe these non-GAAP financial measures enhance stockholders’ overall understanding of our historical financial performance. The presentation of our non-GAAP financial measures is not meant to be considered in isolation nor as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.  
Risk Analysis of Our Compensation Plans
With the oversight of the CC, members from the Company’s Legal, Human Resources and Finance departments, as well as Exequity, the independent consultant engaged by the CC, performed an assessment of the Company’s compensation programs and policies for Fiscal 2020 as generally applicable to our employees to ascertain any potential material risks that may be created by our compensation programs. The assessment focused on programs with variability of payout and the ability of participants to directly affect payout and the controls over participant action and payout—specifically, the Company’s variable cash compensation, equity compensation, and sales incentive compensation programs. We identified the key terms of these programs, potential concerns regarding risk taking behavior, and specific risk mitigation features. The assessment was first presented to our Senior Vice President, Human Resources; our CFO; and our General Counsel, and then presented to the CC.
The CC considered the findings of the assessment described above and concluded that our compensation programs, which are structured to recognize both short-term and long-term contributions to the Company, do not create risks which are reasonably likely to have a material adverse effect on our business or financial condition.
The CC believes that the following compensation design features guard against excessive risk-taking:
Compensation Design Features that Guard Against Excessive Risk-Taking
ü
Our compensation program encourages our employees to remain focused on both our short-term and long-term goals
ü
We design our variable cash and PSU compensation programs for executives so that payouts are based on achievement of corporate performance targets, and we cap the potential award payout
ü
We have internal controls over our financial accounting and reporting which is used to measure and determine the eligible compensation awards under our Variable Cash Plan and our SY PSUs
ü
Financial plan target goals and final awards under our Variable Cash Plan and our SY PSUs are approved by the CC and consistent with the annual operating plan approved by the full Board each year
ü
MY PSUs are designed with a relative goal
ü
We have a compensation recovery policy applicable to all employees that allows NVIDIA to recover compensation paid in situations of fraud or material financial misconduct
ü
All executive officer equity awards have multi-year vesting
ü
We have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders
ü
We enforce a “no-hedging” policy and a “no-pledging” policy involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance

34


Summary Compensation Table for Fiscal 2020, 2019, and 2018
The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2020, 2019, and 2018. Fiscal 2020, 2019, and 2018 were 52-week years.
Name and Principal Position
 
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards ($) (1)
 
Non-Equity
Incentive Plan
Compensation
($) (2)
 
All Other
Compensation
($)
 
Total
($)
Jen-Hsun Huang
 
2020
 
996,514

 

 
 
9,676,920

 
805,444

 
 
13,402

(3) 
 
11,492,280

President and CEO
 
2019
 
996,514

 

 
 
11,611,022

 
1,021,900

 
 
13,402

(3) 
 
13,642,838

 
2018
 
999,985

 

 
 
9,787,985

 
2,200,000

 
 
5,562

(4) 
 
12,993,532

Colette M. Kress
 
2020
 
896,863

 

 
 
3,307,188

 
219,667

 
 
9,122

(5) 
 
4,432,840

Executive Vice President and CFO
 
2019
 
896,863

 

 
 
3,791,203

 
278,700

 
 
8,622

(5) 
 
4,975,388

 
2018
 
899,120

 

 
 
3,327,973

 
600,000

 
 
6,622

(5) 
 
4,833,715

Ajay K. Puri
 
2020
 
946,689

 

 
 
3,410,921

 
475,944

 
 
23,151

(3) 
 
4,856,705

Executive Vice President, Worldwide Field Operations
 
2019
 
946,689

 

 
 
3,898,599

 
603,850

 
 
15,428

(3) 
 
5,464,566

 
2018
 
949,640

 

 
 
3,425,382

 
1,300,000

 
 
12,844

(3) 
 
5,687,866

Debora Shoquist
 
2020
 
847,037

 

 
 
2,407,200

 
183,056

 
 
20,478

(5) 
 
3,457,771

Executive Vice President, Operations
 
2019
 
847,037

 

 
 
2,776,480

 
232,250

 
 
14,104

(5) 
 
3,869,871

 
2018
 
848,947

 

 
 
2,438,904

 
500,000

 
 
11,524

(5) 
 
3,799,375

Timothy S. Teter
 
2020
 
847,037

 

 
 
1,918,173

 
183,056

 
 
9,122

(5) 
 
2,957,388

Executive Vice President, General Counsel and Secretary