DEF 14A 1 nvda2022definitiveproxysta.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant  ý                    Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
NVIDIA CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ýNo fee required.
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Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
Date and time:Thursday, June 2, 2022 at 11:00 a.m. Pacific Daylight Time
Location:Virtually at www.virtualshareholdermeeting.com/NVDA2022

Items of business:

Election of thirteen directors nominated by the Board of Directors
Advisory approval of our executive compensation
Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023
Approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 4 billion to 8 billion shares
Approval of an amendment and restatement of our Amended and Restated 2007 Equity Incentive 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 4, 2022.
Stockholder list:
A list of stockholders entitled to vote at the close of business on the April 4, 2022 record date will be available during the annual meeting at www.virtualshareholdermeeting.com/NVDA2022 and electronically for 10 days prior to the annual meeting to registered stockholders for any legally valid purpose related to the annual meeting. For access to the stockholder list, please contact us at shareholdermeeting@nvidia.com.
Virtual meeting admission:We will be holding our annual meeting virtually at www.virtualshareholdermeeting.com/NVDA2022. 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:To communicate 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.
Your vote is very important. Whether or not you plan to attend the virtual annual meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting during the virtual annual meeting, you may vote in advance online, by telephone or, if you have elected to 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 2, 2022. 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
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Timothy S. Teter
Secretary
2788 San Tomas Expressway, Santa Clara, California 95051
April 19, 2022


TABLE OF CONTENTS
PAGE
This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social and corporate governance plans and goals, made in this document are forward-looking. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022.


DEFINITIONS
2007 PlanNVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
2012 ESPPNVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
ACAudit Committee of the Board
ASC 718
FASB Accounting Standards Codification Topic 718
Base Operating PlanPerformance 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
BoardThe Company’s Board of Directors
CCCompensation Committee of the Board
CD&ACompensation Discussion and Analysis
CEOChief Executive Officer
CFOChief Financial Officer
CharterThe Company’s Restated Certificate of Incorporation
CompanyNVIDIA Corporation, a Delaware corporation
Control NumberIdentification number for each stockholder included in Notice or proxy card
CSRCorporate social responsibility
ESGEnvironmental, social and corporate governance
Exchange ActSecurities Exchange Act of 1934, as amended
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-KThe Company’s Annual Report on Form 10-K for Fiscal 2022 filed with the SEC on March 18, 2022
GAAPGenerally accepted accounting principles
Internal Revenue CodeU.S. Internal Revenue Code of 1986, as amended
Lead DirectorLead independent director
MeetingAnnual Meeting of Stockholders
MY PSUsMulti-year PSUs with a three-year performance metric
NasdaqThe Nasdaq Stock Market LLC
NCGCNominating and Corporate Governance Committee of the Board
NEOsNamed Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated executive officers as of the end of Fiscal 2022
Non-GAAP Operating IncomeGAAP operating income, as the Company reports in its respective earnings materials, excluding stock-based compensation expense, acquisition-related costs, IP-related costs and other costs
NoticeNotice of Internet Availability of Proxy Materials
NYSENew York Stock Exchange
PACsPolitical action committees
PSUPerformance stock unit
PwCPricewaterhouseCoopers LLP
RSURestricted stock unit
S&P 500Standard & Poor’s 500 Composite Index
SECU.S. Securities and Exchange Commission
Section 162(m)Section 162(m) of the Internal Revenue Code
Securities ActSecurities Act of 1933, as amended
StretchPerformance goal necessary for the maximum number of MY PSUs to become eligible to vest
Stretch Operating PlanPerformance 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 PSUsPSUs with a single-year performance metric, vesting over four years
TargetPerformance goal necessary for the target number of MY PSUs to become eligible to vest
ThresholdMinimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vest
TSRTotal shareholder return
Variable Cash PlanThe Company’s variable cash compensation plan
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BUSINESS OVERVIEW

Fiscal 2022 was a record-breaking year for NVIDIA with revenue, gross margins, operating income and diluted earnings per share (EPS) all achieving records. Revenue increased 61% year on year to $26.9 billion driven by the incredible ramp of NVIDIA Ampere architecture across our Graphics and Compute and Networking segments. We achieved record revenue in Gaming, Data Center, and Professional Visualization. Gross margins increased 260 basis points year on year to 64.9% benefiting from a higher-end mix within Gaming. Gross margins expanded against the backdrop of industry wide supply chain disruptions and rising costs, reflecting the strength of our business model and execution. We drove strong operating leverage as operating income increased 122% year on year to $10.0 billion and diluted earnings per share increased 123% year on year to $3.85.


Fiscal 2022 Results
Revenue
Operating IncomeNet IncomeDiluted EPS
$ 26.9 billion $ 10.0 billion$ 9.8 billion$3.85
a 61% year on year increase
a 122% year on year increase
 a 125% year on year increase
a 123% year on year increase

Other highlights from Fiscal 2022 included:
Gaming revenue increased 61% year on year to $12.5 billion reflecting higher sales of GeForce GPUs. We continued to benefit from strong demand for our NVIDIA Ampere architecture products.
Data Center revenue increased 58% year on year to $10.6 billion driven by sales of NVIDIA Ampere architecture GPUs across both training and inference for cloud computing and AI workloads such as natural language processing and deep recommender models.
Professional Visualization revenue increased 100% year on year to $2.1 billion driven by the ramp of NVIDIA Ampere architecture products and strong demand for workstations as enterprises supported hybrid work environments, as well as growth in workloads such as 3D design, AI and rendering.
TSR for the 1-year, 3-year, and 5-year periods ending in Fiscal 2022 were 76%, 474%, and 728%, respectively. TSR represents cumulative stock price appreciation with dividends reinvested and is measured for the applicable fiscal year periods based on our closing stock price of $228.40 on the last trading day of Fiscal 2022.

Please see our Form 10-K for more financial information for Fiscal 2022.


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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.
2022 Annual Meeting of Stockholders
Date and time:Thursday, June 2, 2022 at 11:00 a.m. Pacific Daylight Time
Location:Virtually at www.virtualshareholdermeeting.com/NVDA2022
Record date:Stockholders as of April 4, 2022 are entitled to vote
Admission to meeting:You will need your Control Number to attend the 2022 Meeting
Voting Matters and Board Recommendations
A summary of the 2022 Meeting proposals is below. Every stockholder’s vote is important. Our Board urges you to vote your shares FOR each of the proposals.
MatterPageBoard RecommendsVote Required
for Approval
Effect of AbstentionsEffect of Broker Non-Votes
Management Proposals:
Election of thirteen directors
FOR each director nominee
Majority of shares present
NoneNone
Advisory approval of our executive compensationFOR
Majority of shares present
AgainstNone
Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2023FOR
Majority of shares present
AgainstN/A
Approval of a Charter amendment to increase the number of authorized shares of common stock from 4 billion to 8 billion shares
FORMajority of shares outstandingAgainstN/A
Approval of an amendment and restatement of our 2007 Plan to increase the share reserve by 51.5 million shares
FOR
Majority of shares present
AgainstNone

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Election of Directors (Proposal 1)
The following table provides summary information about each director nominee:
NameAgeDirector SinceIndependentFinancial Expert*Committee MembershipOther Public Company Boards
Robert K. Burgess642011üüCC
Tench Coxe641993üCC1
John O. Dabiri422020üCC
Persis S. Drell662015üNCGC
Jen-Hsun Huang591993
Dawn Hudson642013üüCC Chair2
Harvey C. Jones691993üüCC, NCGC Chair
Michael G. McCaffery682015üüAC Chair1
Stephen C. Neal732019üNCGC
Mark L. Perry
Lead Director
662005üüAC, NCGC1
A. Brooke Seawell741997üüAC2
Aarti Shah572020üAC
Mark A. Stevens622008**üAC, NCGC
* For purposes of qualifying as an AC financial expert
** Previously served as a member of our Board from 1993 until 2006
Recent Refreshment, Board Demographics and Nominee Qualifications
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 our longer-serving directors bring, it has also brought in new perspectives and ideas through the appointment of two new directors since 2020.

Nominee Demographics

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Nominee Skills, Competencies and Attributes

Below are the skills, competencies and attributes that our NCGC and Board consider important for our directors to have considering our current business and future market opportunities, and the directors who possess them:
Senior Leadership & Operations Experience
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Industry & Technical
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Financial/Financial Community
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Governance & Public Company Board
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Emerging Technologies & Business Models
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Marketing, Communications & Brand Management
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Regulatory, Legal & Risk Management
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Human Capital Management Experience
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Diversity

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Burgessüüüüü
Coxeüüüü
Dabiriüüü
Drellüüüüüü
Huangüüüüüüüüü
Hudsonüüüüüü
Jonesüüüüüüü
McCafferyüüüü
Nealüüüüü
Perryüüüüü
Seawellüüüüü
Shahüüüüüüüü
Stevensüüüü
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 2021, we contacted our top institutional holders who held 1% or more of our stock, representing an aggregate ownership of 32%, to gain insights into their views on corporate governance, diversity and inclusion, and ESG.
Highlights of our corporate governance practices include:  
ü All Board members independent, except for our CEO
ü Independent Lead Director
ü Proxy access
ü Declassified Board
ü Majority voting for directors
ü Active Board oversight of enterprise risk and risk management, including for the Company’s COVID-19 response
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 Lead Director participation
ü Stock ownership guidelines for our directors and NEOs
Advisory Approval of Executive Compensation for Fiscal 2022 (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; providing competitive pay so that we may attract and retain 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.

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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). For the last several years, over 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 2021 Meeting, approximately 95% of the votes cast approved the compensation paid to our NEOs for Fiscal 2021. After considering this advisory vote and the feedback from our annual stockholder outreach, 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 2022, but (i) set the Threshold performance goals for revenue and Non-GAAP Operating Income above Fiscal 2021 actual results, and (ii) increased the proportion of target pay that is “at-risk” to strengthen the link between corporate performance and executive pay.
Financial Performance and Link to Executive Pay
As described further in our CD&A, a significant portion of our executive pay opportunities are tied to the achievement of financial measures that drive business value and contribute to our long-term success. The table below shows our goals for the applicable period ended Fiscal 2022 and their respective impact on our executive pay.
RevenueNon-GAAP Operating Income3-Year TSR
Fiscal 2022 Performance GoalPayout as a % of Target OpportunityFiscal 2022 Performance GoalShares Eligible to Vest as a % of
Target Opportunity
Fiscal 2020 - 2022 Performance GoalShares Eligible to Vest as a % of
Target Opportunity
Threshold$18.5 billion50%$7.0 billion50%25th percentile25%
Base Operating Plan (Target for MY PSUs)$20.5 billion100%$8.3 billion100%50th percentile100%
Stretch Operating Plan (Stretch for MY PSUs)$23.3 billion200%$10.1 billion150% for CEO; 200% for other NEOs75th percentile150% for CEO; 200% for other NEOs
Variable Cash PlanSY PSUsMY PSUs
PerformanceRevenue
 $26.9 billion*
Non-GAAP Operating Income
$12.7 billion*
3-year TSR 626%*
100th percentile of S&P 500
Payout200% of target150% of CEO’s/200% of other NEOs’ target SY PSUs 150% of CEO’s/200% of other NEOs’ target MY PSUs
*See Goals for and Achievement of Performance-Based Compensation in our CD&A for a description and further discussion of Revenue, Non-GAAP Operating Income and 3-Year TSR for the MY PSUs.
Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2023 (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 2023 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 a Charter Amendment to Increase the Number of Authorized Shares of Common Stock from 4 Billion to 8 Billion Shares (Proposal 4)
We are asking our stockholders to approve a Charter amendment to increase the number of authorized shares of common stock from 4 billion to 8 billion shares. As of April 4, 2022, we have 2,912,755,520 shares of common stock outstanding and reserved for issuance. The Board recommends a vote FOR this proposal so that there are adequate shares of common stock to be used by the Board for general corporate purposes, including, but not limited to, stock dividends and/or stock splits, expanding our business through mergers and acquisitions, providing equity incentives to employees, officers or directors, and the raising of additional capital.

6

Approval of an Amendment and Restatement of our 2007 Plan to Increase the Share Reserve by 51.5 Million Shares (Proposal 5)
We are asking our stockholders to approve an amendment and restatement of our 2007 Plan to increase the share reserve by 51.5 million shares of common stock. The Board recommends a vote FOR this proposal because providing equity awards is an important component of our compensation program and the continued ability to issue these awards is essential to attracting, retaining and motivating our employees.
Environmental, Social and Corporate Governance Areas
NVIDIA invents the computing technologies that enable scientists, engineers, designers, researchers, and developers to improve lives and address global challenges. We integrate sound ESG principles and practices into every aspect of the Company, including in the following areas:

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NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 486-2000
  ____________________________________________________
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS - JUNE 2, 2022
____________________________________________________

Amounts presented have been adjusted to reflect our four-for-one stock split, which was effective July 2021.
Information About the Meeting
Your proxy is being solicited for use at the 2022 Meeting on behalf of the Board. Our 2022 Meeting will take place virtually on Thursday, June 2, 2022 at 11:00 a.m. Pacific Daylight Time.
Virtual Meeting Philosophy and Benefits
The Board believes that holding the Meeting in a virtual format invites stockholder participation, while reducing the costs to stockholders and the Company associated with an in-person meeting. This balance allows the Meeting to remain focused on matters directly relevant to the interests of stockholders in an efficient way. We have designed the virtual format to protect stockholder rights, including by offering multiple opportunities to ask questions, publishing answers to questions received before or during the Meeting on our Investor Relations website, and providing an archived copy of the webcast after the Meeting.
Meeting Attendance
If you were an NVIDIA stockholder as of the close of business on the April 4, 2022 record date, or if you hold a valid proxy, you can attend, ask questions during, and vote at our 2022 Meeting at www.virtualshareholdermeeting.com/NVDA2022. Our Meeting will be held virtually; 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/NVDA2022.
If you encounter any difficulties accessing the virtual Meeting during the check-in or the course of the Meeting, please call the technical support number available on www.virtualshareholdermeeting.com/NVDA2022.

An archived copy of the webcast will be available at www.nvidia.com/proxy through June 2, 2023. Even if you plan to attend the 2022 Meeting virtually, 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.
Asking Questions
We encourage stockholders 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) as well as during the Meeting at www.virtualshareholdermeeting.com/NVDA2022. During the Meeting, we will answer as many stockholder-submitted questions related to the business of the Meeting as time permits. As soon as practicable following the Meeting, we will publish and answer questions received, if pertinent to Company business, on our Investor Relations website. We intend to group questions and answers by topic and substantially similar questions will be answered only once. To promote fairness to all stockholders and efficient use of the Company’s resources, we will respond to one question per stockholder.

8

Quorum and Voting
To hold our 2022 Meeting, we need a majority of the outstanding shares entitled to vote at the close of business on the April 4, 2022 record date, or a quorum, represented at the 2022 Meeting either by attendance virtually or by proxy. On April 4, 2022, there were 2,504,014,351 shares of common stock outstanding and entitled to vote, meaning that 1,252,007,176 shares must be represented at the 2022 Meeting or by proxy to have a quorum. A list of stockholders entitled to vote at the close of business on the April 4, 2022 record date will be available during the Meeting at www.virtualshareholdermeeting.com/NVDA2022 and electronically for 10 days prior to the Meeting to registered stockholders for any legally valid purpose related to the Meeting. For access to the stockholder list, please contact us at shareholdermeeting@nvidia.com.
Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2022 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.
For each matter to be voted on, you may vote FOR or AGAINST or ABSTAIN from voting.
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 4, 2022, and you can vote shares, change your vote or revoke your proxy before the final vote at the 2022 Meeting in any of the following ways:
VoteChange Your VoteRevoke Your Proxy
Attend the 2022 Meeting virtually and vote during the Meetingüü
Via mail, by signing and mailing your proxy card to us before the 2022 Meetingü
By telephone or online, by following the instructions provided in the Notice or your proxy materials
üü
Submit another properly completed proxy card with a later dateü
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 or via email to shareholdermeeting@nvidia.comü
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 4, 2022, 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 2022 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 2022 Meeting virtually, 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 2022 Meeting for determining quorum, and the nominee will have discretion to vote for matters considered by the NYSE to be “routine,” including Proposals 3 and 4. If you are a beneficial owner and want to ensure that all of the shares you beneficially own are voted in favor or against Proposal 3 and/or Proposal 4, you must give your broker or nominee specific instructions to do so or the broker will have discretion to vote on those proposals. In addition, you MUST give your nominee instructions in order for your vote to be counted on Proposals 1, 2, and 5, as these are “non-discretionary” items. We strongly encourage you to vote.

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 2022 Meeting only in accordance with applicable rules and procedures of the national stock exchanges, as employed by the street name holder’s brokerage firm.
9

Vote Count
On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of April 4, 2022. Votes will be counted by the inspector of election as follows:
Proposal NumberProposal DescriptionVote Required for Approval Effect of AbstentionsEffect of Broker
Non-Votes
1Election of thirteen directors
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
NoneNone
2Advisory approval of our executive compensation
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
AgainstNone
3Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2023
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
AgainstN/A
4Approval of a Charter amendment to increase the number of authorized shares of common stock from 4 billion to 8 billion shares
FOR votes from the holders of a majority of the shares outstanding
AgainstN/A
5
Approval of an amendment and restatement of our 2007 Plan to increase the share reserve by 51.5 million shares
FOR votes from the holders of a majority of shares present and entitled to vote on this matter
AgainstNone
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 Proposals 2-5. If any other matter is properly presented at the 2022 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 2022 Meeting. Final voting results will be published in a current report on Form 8-K, which will be filed with the SEC by June 8, 2022.
Proxy Materials
As permitted by SEC rules, we are making our proxy materials available to stockholders online at www.nvidia.com/proxy. On or about April 19, 2022, we sent stockholders who own our common stock at the close of business on April 4, 2022 (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our proxy materials, vote online 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, by email to shareholdermeeting@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
10

an approximate fee of $15,000 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.
2023 Meeting Stockholder Proposals
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 20, 2022 to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, Attention: Timothy S. Teter, Secretary or by email to shareholdermeeting@nvidia.com, and must comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act. However, if we do not hold our 2023 Meeting between May 3, 2023 and July 2, 2023, 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 2023 Meeting that is not to be included in next year’s proxy materials, including nominations for election to the Board pursuant to the proxy access provision of our Bylaws, you must do so in writing following the above instructions not later than the close of business on March 4, 2023, and not earlier than February 2, 2023. We also advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals, director nominations, and proxy access nominations.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules in connection with our 2023 Meeting, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 3, 2023.
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Proposal 1—Election of Directors
What am I voting on? Electing the 13 director nominees identified below to hold office until the 2023 Meeting and until his or her successor is elected or appointed.
Vote required: Directors are elected if they receive more FOR votes than AGAINST votes.
Effect of abstentions: None.
Effect of broker non-votes: None.
Our Board has 13 members. All of our directors have one-year terms and stand for election annually. Our nominees include 12 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 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:
NameAgeDirector SinceOccupationIndependentFinancial Expert*Committee MembershipOther Public Company Boards
Robert K. Burgess642011Independent ConsultantüüCC
Tench Coxe641993Independent InvestorüCC1
John O. Dabiri422020Centennial Professor of Aeronautics and Mechanical Engineering, California Institute of TechnologyüCC
Persis S. Drell662015Provost, Stanford UniversityüNCGC
Jen-Hsun Huang591993President & CEO, NVIDIA Corporation
Dawn Hudson642013Independent ConsultantüüCC Chair2
Harvey C. Jones691993Managing Partner, Square Wave VenturesüüCC, NCGC Chair
Michael G. McCaffery682015Managing Director, Makena Capital ManagementüüAC Chair1
Stephen C. Neal732019Chairman Emeritus & Senior Counsel, Cooley LLPüNCGC
Mark L. Perry
Lead Director
662005Independent ConsultantüüAC, NCGC1
A. Brooke Seawell741997Venture Partner, New Enterprise AssociatesüüAC2
Aarti Shah572020Independent ConsultantüAC
Mark A. Stevens622008**Managing Partner, S-Cubed CapitalüAC, NCGC
* For purposes of qualifying as an AC financial expert
** Mr. Stevens previously served as a member of our Board from 1993 until 2006

12

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 appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates and may engage a professional search firm to identify and assist the committee 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 leadership and operational experience
Professional, technical and industry knowledge
Financial expertise
Financial community experience (including as an investor in other companies)
Marketing, communications and brand management background
Governance and public company board experience
Experience with emerging technologies and new business models
Regulatory, legal and risk management expertise, including in cybersecurity matters
Diversity, including race, ethnicity, sexuality, gender or membership in another underrepresented community
Human capital management experience
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
For nominees for re-election, overall service to NVIDIA, including past attendance, participation and contributions to the activities of the Board and its committees
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 through the appointment of two new directors since 2020. 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 have brought expertise in brand development and cybersecurity and familiarity with technology developments at leading academic institutions that are important to supporting NVIDIA as it enters new markets. 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 determine how his or her experience and skills continue to add value to NVIDIA and the Board.

13

Below are the skills, competencies and attributes that our Board considers important for our directors to have considering our current business and future market opportunities:
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Senior Leadership & Operations Experience
Directors with senior leadership and operations experience provide experienced oversight of our business, and unique experiences and perspectives. They are uniquely positioned to contribute practical insight into business strategy and operations, driving growth, building and strengthening corporate culture and supporting the achievement of strategic priorities and objectives.
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Industry & TechnicalDirectors with industry experience and technical backgrounds facilitate within the Board a deeper understanding of innovations and a technical assessment of our products and services.
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Financial/Financial CommunityExperience in financial matters and the financial community assists our Board with review of our operations and finances, including overseeing our financial statements, capital structure and internal controls. Those with a venture capital background also offer valuable stockholder perspectives.
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Governance & Public Company BoardDirectors with experience in corporate governance, such as service on boards and board committees, or as executives of other large, public companies, are familiar with the dynamics and operation of a board of directors and the impact that governance policies have on a company. This experience supports our goals of strong Board and management accountability, transparency, and protection of stockholder interests. Public company board experience also helps our directors identify challenges and risks we face as a public company, including oversight of strategic, operational, compliance-related matters and stockholder relations.
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Emerging Technologies & Business ModelsExperience in emerging technologies and business models is integral to our growth strategies given our unique business model and provides important insights as our business expands into new areas.
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Marketing, Communications & Brand ManagementDirectors with experience in marketing, communications and brand management offer guidance on our products directly marketed to consumers, important perspectives on expanding our market share and communicating with our customers and other stakeholders.
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Regulatory, Legal & Risk ManagementOur business requires compliance with a variety of regulatory requirements in different jurisdictions. We face new regulatory matters and regulations as our business grows. We are also subject to multiple lawsuits. Directors with experience in governmental, public policy, legal and risk management areas, including cybersecurity, help provide valuable insights and oversight for our Company.
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Human Capital Management ExperienceOur people are critical to our success. Directors with experience in organizational management, talent development, and developing values and culture in a large global workforce provide key insights. Human capital management experience also assists our Board in overseeing executive and employee compensation, development, and engagement.
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DiversityDirectors with diverse backgrounds, experiences, and perspectives improves the dialogue and decision-making in the board room and contributes to overall Board effectiveness. In the director biographies below, this icon indicates gender or ethnic diversity.

14

Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. The table below reflects certain diversity information based on self-identification by each director.
Board Diversity Matrix (as of April 19, 2022)
Gender IdentityDemographic Background
MaleFemaleNon-BinaryDid not discloseAfrican American or BlackHispanic or Latinx
Asian
Native American or Alaskan NativeNative Hawaiian or Other Pacific IslanderWhiteTwo or more races or ethnicitiesLGBTQ+Did not disclose
Burgessüü
Coxeüü
Dabiriüü
Drellüü
Huangüü
Hudsonüü
Jonesüü
McCafferyüü
Nealüü
Perryüü
Seawellüü
Shahüü
Stevensüü
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, both of which are available on the Investor Relations section of our website at www.nvidia.com. Stockholders are advised to review these documents, which contain the requirements for director nominations. The NCGC did not receive any stockholder nominations during Fiscal 2022.






15

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.
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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 to 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 been in the computer graphics industry since 1984. 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: 64
Director Since: 2011
Committees: CC
Independent Director
Financial Expert
Other Current Public Company Boards:
None
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Senior Leadership & Operations Experience
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
hcma.jpg
Human Capital Management Experience

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TENCH COXE
Tench Coxe was managing director of Sutter Hill Ventures, a venture capital investment firm, from 1989 to 2020, where he focused 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 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.

Independent Investor
Age: 64
Director Since: 1993
Committees: CC
Independent Director
Other Current Public Company Boards:
Artisan Partners Asset Management Inc. (since 1995)
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
hcma.jpg
Human Capital Management Experience

16

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JOHN O. DABIRI
John O. Dabiri is the Centennial Professor of Aeronautics and Mechanical Engineering at the California Institute of Technology. He is the recipient of a MacArthur Foundation "Genius Grant," the National Science Foundation Alan T. Waterman Award, and the Presidential Early Career Award for Scientists and Engineers. He heads the Dabiri Lab, which conducts research at the intersections of fluid mechanics, energy and environment, and biology. From 2015 to 2019, he served as a Professor of Civil and Environmental Engineering and of Mechanical Engineering at Stanford University, where he was recognized with the Eugene L. Grant Award for Excellence in Teaching. From 2005 to 2015, he was a Professor of Aeronautics and Bioengineering at the California Institute of Technology, during which time he also served as Director of the Center for Bioinspired Wind Energy, Chair of the Faculty, and Dean of Students. Dr. Dabiri is a Fellow of the American Physical Society, where he was also elected to the Chair line of the Division of Fluid Dynamics. He serves on President Biden's Council of Advisors on Science and Technology (PCAST) and Energy Secretary Granholm's Energy Advisory Board (SEAB). He also serves on the Board of Trustees of the Gordon and Betty Moore Foundation and as a member of the National Academies’ Committee on Science, Technology, and Law. Dr. Dabiri holds a PhD degree in Bioengineering and an MS degree in Aeronautics from the California Institute of Technology, and a BSE degree summa cum laude in Mechanical and Aerospace Engineering from Princeton University.
Dr. Dabiri brings to the Board a versatile research background and cutting-edge expertise in various engineering fields, along with a proven record of successful innovation.
Centennial Professor of Aeronautics and
Mechanical Engineering, California Institute of Technology
Age: 42
Director Since: 2020
Committees: CC
Independent Director
Other Current Public Company Boards:
None
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Industry & Technical
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
diversitya.jpg
Diversity

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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 and a fellow of the American Association for the Advancement of Science. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a PhD 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: 66
Director Since: 2015
Committees: NCGC
Independent Director
Other Current Public Company Boards:
None
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Senior Leadership & Operations Experience
industryandtechnicala.jpg
Industry & Technical
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
hcma.jpg
Human Capital Management Experience
diversitya.jpg
Diversity
17

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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. Mr. Huang is a recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award; IEEE Founder’s Medal; the Dr. Morris Chang Exemplary Leadership Award; and honorary doctorate degrees from Taiwan’s National Chiao Tung University, National Taiwan University, and Oregon State University. He was included in TIME magazine’s 2021 list of the world’s 100 most influential people. 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. In 2017, he was named Fortune’s Businessperson of the Year. Prior to founding NVIDIA, Huang worked at LSI Logic and Advanced Micro Devices. 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 accelerated 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: 59
Director Since: 1993
Committees: None
Other Current Public Company Boards:
None
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Senior Leadership & Operations Experience
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Industry & Technical
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Financial/Financial Community
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Governance & Public Company Board
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Emerging Technologies & Business Models
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Marketing, Communications & Brand Management
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Regulatory, Legal & Risk Management
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Human Capital Management Experience
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Diversity
18

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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 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: 64
Director Since: 2013
Current Committees: CC
Independent Director
Financial Expert
Other Current Public Company Boards:
The Interpublic Group of Companies, Inc. (since 2011)
Modern Times Group MTG AB (since 2020)
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Senior Leadership & Operations Experience
financea.jpg
Financial/Financial Community
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Governance & Public Company Board
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Marketing, Communications & Brand Management
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Human Capital Management Experience
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Diversity
19

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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. He was a director of Tintri Inc., a company that built 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: 69
Director Since: 1993
Current Committees: CC, NCGC
Independent Director
Financial Expert
Other Current Public Company Boards:
None
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Senior Leadership & Operations Experience
industryandtechnicala.jpg
Industry & Technical
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
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Emerging Technologies & Business Models
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Marketing, Communications & Brand Management
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Human Capital Management Experience
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MICHAEL G. McCAFFERY
Michael G. McCaffery has been the Managing Director of Makena Capital Management, an investment management firm since 2005. 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 1999, and also served as Chairman in 2000. Mr. McCaffery currently 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. 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: 68
Director Since: 2015
Committees: AC
Independent Director
Financial Expert
Other Current Public Company Boards:
C3.ai, Inc. (since 2009)
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Senior Leadership & Operations Experience
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
hcma.jpg
Human Capital Management Experience
20

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STEPHEN C. NEAL
Stephen C. Neal has served as Chairman Emeritus and Senior Counsel of the law firm Cooley LLP since 2020, 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 served on the board of directors of Levi Strauss & Co. from 2007 to 2021. 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: 73
Director Since: 2019
Committees: NCGC
Independent Director
Other Current Public Company Boards:
None
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Senior Leadership & Operations Experience
govandboarda.jpg
Governance & Public Company Board
marketinga.jpg
Marketing, Communications & Brand Management
legala.jpg
Regulatory, Legal & Risk Management
hcma.jpg
Human Capital Management Experience

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MARK L. PERRY
Mark L. Perry serves on the boards of, and consults for, various public and private 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 served on the board of directors of MyoKardia, Inc. from 2012 to 2020. 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: 66
Director Since: 2005
Committees: AC, NCGC
Lead Director
Financial Expert
Other Current Public Company Boards:
Global Blood Therapeutics, Inc. (since 2015)
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Senior Leadership & Operations Experience
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
legala.jpg
Regulatory, Legal & Risk Management
hcma.jpg
Human Capital Management Experience
21

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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 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 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: 74
Director Since: 1997
Committees: AC
Independent Director
Financial Expert
Other Current Public Company Boards:
Tenable Holdings, Inc. (since 2017)
Eargo, Inc. (since 2020)
srleadershipa.jpg
Senior Leadership & Operations Experience
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
hcma.jpg
Human Capital Management Experience
22

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AARTI SHAH
Aarti Shah serves on the boards of various companies and non-profit organizations. Dr. Shah worked at Eli Lilly and Company for 27 years and served in several functional and business leadership roles, most recently as senior vice president and chief information and digital officer, and previously as senior statistician, research scientist, vice president for biometrics, and global brand development leader in Lilly’s Bio-Medicines business unit. Dr. Shah has served on the board of trustees of Northwestern Mutual since 2020. She also serves on several nonprofit boards, including the Indiana India Business Council and Shrimad Rajchandra Love & Care USA. She served on the Indianapolis Public Library Foundation board for the full term of 9 years and on the Center for Interfaith Cooperation for the full term of 4 years. Dr. Shah received her bachelor’s and master’s degrees in statistics and mathematics in India before completing her PhD in applied statistics from the University of California, Riverside.
Dr. Shah brings to the Board executive leadership and senior operating experience. Additionally she brings expertise in drug development and technical expertise in the areas of information technology, cybersecurity, advanced analytics and data sciences and digital health.

Independent Consultant
Age: 57
Director Since: 2020
Committees: AC
Independent Director
Other Current Public Company Boards:
None
srleadershipa.jpg
Senior Leadership & Operations Experience
industryandtechnicala.jpg
Industry & Technical
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
marketinga.jpg
Marketing, Communications & Brand Management
legala.jpg
Regulatory, Legal & Risk Management
hcma.jpg
Human Capital Management Experience
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Diversity
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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. He is a Trustee of the University of Southern California. Mr. Stevens was a director of Quantenna Communications, Inc., a provider of Wi-Fi solutions, from 2016 until 2019. 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: 62
Director Since: 2008
(previously served 1993-2006)
Committees: AC, NCGC
Independent Director
Other Current Public Company Boards:
None
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Industry & Technical
financea.jpg
Financial/Financial Community
govandboarda.jpg
Governance & Public Company Board
emergingtechnologiesa.jpg
Emerging Technologies & Business Models
23

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 (as further described below) 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.
Dr. Drell has served as Provost of Stanford University since 2017. NVIDIA has entered into transactions, relationships or arrangements during the past three fiscal years with Stanford University for the support of research and activities related to NVIDIA’s industry and line of business. The amount that NVIDIA paid in each of the last three fiscal years to Stanford University, and the amount received in each fiscal year by NVIDIA from Stanford University, did not, in any of the previous three fiscal years, exceed the greater of $200,000 or 1% of either entity’s consolidated gross revenues.
After considering the above arrangements, and all other relevant relationships and transactions, our Board determined that, except for Mr. Huang, all of our directors are “independent” as defined by Nasdaq’s rules and regulations. The Board also determined that all members of our AC, CC and NCGC are independent under applicable Nasdaq listing standards, and that each of Messrs. McCaffery, Perry and Seawell of the AC are “audit committee financial experts” as defined under applicable SEC rules.
Board Leadership Structure
Our Board ensures that each member has an equal voice in the affairs and the management of NVIDIA, which the Board believes best serves our stockholders, by having an independent Lead Director, rather than a chairperson. Our Lead Director is an integral part of our Board structure and a critical aspect of our effective corporate governance. The independent directors consider the role and designation of the Lead Director on an annual basis, and Mr. Perry was first 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 other directors and 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 oversees risk management at NVIDIA and delegates oversight of appropriate topics to its committees. Our AC has the responsibility to consider and discuss major financial risk exposures and the steps 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 the 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 ESG risks, ranging from the impact of artificial intelligence to climate change. Our CC assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Beginning in Fiscal 2023, the NCGC transitioned oversight of human capital management issues, including diversity and inclusion, to the CC. The Board exercises direct oversight of strategic risks to NVIDIA and other risk areas not delegated to one of its committees.
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The full Board has oversight of cybersecurity matters and has delegated to the AC the responsibility of reviewing the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security. Management reviews information security topics with the AC, and the full Board receives detailed reports on cybersecurity matters from our Chief Information Officer and members of our Information Security team, and/or from the AC, on a regular cadence.
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. The Board and its committees have received regular reports from management regarding the impact, risks and opportunities of COVID-19 on our business, operations and people.
Corporate Governance Policies of the Board of Directors
The Board has adopted 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. These policies include practices the Board follows with respect to its 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. These 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 meet regularly in scheduled executive sessions at which only independent directors are present, as well as in sessions with the CEO. In Fiscal 2022, our independent directors met in both types of executive sessions 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 expect that our directors will attend each annual meeting, absent a valid reason. All Board members attended our 2021 Meeting.
Board Self-Assessments
The NCGC oversees an evaluation process, conducted at least annually, whereby outside corporate counsel for NVIDIA interviews 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 solicit 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, acquisition activity and other key matters. The interviews also focus on Board process and identifying specific issues which should be discussed in the future. After these evaluations are complete, our outside corporate counsel summarizes the results, reviews them with our Lead Director, and then submits the summary for discussion by the NCGC.
In response to the evaluations conducted in Fiscal 2022, our Board focused on the Company’s supply chain and acquisition activities, requested that the CC report on the Company’s return to office initiatives, as well as oversee additional topics on diversity and inclusion, and began transitioning to in-person Board and committee meetings during Fiscal 2023.
Director Orientation and Continuing Education
The NCGC and our General Counsel are responsible for new director orientation and for administering or approving eligible 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
Our Corporate Governance Policies require each non-employee director to hold shares of our common stock with a total 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 his 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, but unvested or unexercised equity awards do not count for purposes of this ownership calculation. 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.
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Each non-employee director and Mr. Huang currently meets or exceeds the stock ownership requirements.
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. Additionally, directors, executive officers, employees, and their designees 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.
Management Development
The Board reviews, on an annual basis, management development for senior executives and discusses candidates to fulfill the CEO’s responsibilities on an interim basis in the event our CEO is incapacitated. The Board’s goal is to have long-term, effective leadership continuity.
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 their good judgment, ethical standards and personal integrity. Our Code of Conduct applies to all executive officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Financial Team Code of Conduct 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 either code, 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, contractor, customer or partner 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).
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 electronic written communications addressed to Timothy S. Teter, our Secretary, at shareholdermeeting@nvidia.com. 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, in an uncontested election, stockholders will be given the choice to cast votes FOR or AGAINST the election of directors or to ABSTAIN from such vote and shall not have the ability to cast any other vote with respect to such election of directors. A director shall be elected by the affirmative vote of the majority of the votes cast with respect to that director, meaning the number of shares voted FOR a director must exceed the number of votes cast AGAINST that director. If the votes cast FOR an incumbent director in a non-contested election do not exceed the number of AGAINST votes, such incumbent director shall offer to tender his or her resignation to the Board. The NCGC or other committee that may be designated by the Board will 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 such committee’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 making their decision, such committee and the Board will evaluate the best interests of the
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Company and its stockholders and shall consider all factors and information deemed relevant. The director who tenders his or her resignation will not participate in such committee’s recommendation or the Board’s decision.
In a contested election, in which the number of nominees exceeds the number of directors to be elected, stockholders will be given the choice to cast FOR or WITHHOLD votes for the election of directors and shall not have the ability to cast any other vote with respect to such election of directors. 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.
In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote.
Board Meeting Information
The Board met five times during Fiscal 2022, 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.
Committees of the Board of Directors
The Board has three 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.
Committee assignments are determined based on background and the expertise which individual directors can bring to a committee. Our Board believes regular committee rotations are a good corporate governance practice which introduces diverse perspectives and ideas, more fully informs its members regarding the full scope of the Board and our activities, and benefits each committee and the Board as a whole. The composition and functions of our committees are set forth below.
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AC
Michael G. McCaffery (Chair)
Mark L. Perry
A. Brooke Seawell
Aarti Shah
Mark A. Stevens
In Fiscal 2022, the AC met four times and selected highlights from its agenda topics included: supply chain investments, cash usage and strategy, COVID-19 and return to work, tax, treasury, and information security reviews, and our enterprise resource planning system upgrade.
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, our quarterly financial statements and results, and the effectiveness of internal control over financial reporting, including those regarding information security;
Reviews the financial statements to be included in our quarterly reports 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 investors and analysts on earnings calls;
Prepares the report required to be included by SEC rules in our annual proxy statement or Form 10-K;
Reviews the adequacy and effectiveness of our information security policies and practices; 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
Dawn Hudson (Chair)
Robert K. Burgess
 Tench Coxe
 John O. Dabiri
 Harvey C. Jones
In Fiscal 2022, the CC met four times and selected highlights from its agenda topics included: executive and employee compensation practices, review of benefits and well-being programs, human capital management and employee demographics, 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;
Oversees our human capital management practices; and
Assesses and monitors whether our compensation policies and programs have the potential to encourage excessive risk-taking.
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NCGC
Harvey C. Jones (Chair)
Persis S. Drell
Stephen C. Neal
 Mark L. Perry
Mark A. Stevens
In Fiscal 2022, the NCGC met four times and selected highlights from its agenda topics included: consideration of Board recruiting matters; the Company’s ESG efforts, particularly those related to climate change and our diversity and inclusion initiatives; 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 ESG 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.

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Environmental, Social and Corporate Governance
NVIDIA invents computing technologies that improve lives and address global challenges. We integrate sound ESG principles and practices into every aspect of the Company. The NCGC is responsible for reviewing and discussing with management our practices concerning ESG. The CC is responsible for reviewing and discussing with management our human capital management practices, including diversity and inclusion matters. We undertake an annual analysis to ensure that our ESG priorities remain aligned with stakeholder expectations, market trends, and business risks and opportunities. These issues are important for our continued business success and reflect the topics of highest concern to NVIDIA and our stakeholders.

The following section provides an overview of some of these principles and practices. More information can be found on the CSR section of our website and in our annual CSR Report. Information contained on our website or in our annual CSR Report is not incorporated by reference into this or any other report we file with the SEC. Refer to “Item 1A. Risk Factors” in our Form 10-K for a discussion of risks and uncertainties we face related to ESG.

Climate Change
In the area of sustainability, we address our climate impacts across our product lifecycle and assess risks, including current and emerging regulations and market impacts.

In our CSR Report, we report several metrics related to our environmental impact, our most recent full reporting year being Fiscal 2021, with our Fiscal 2022 metrics expected to be published in May 2022. There has been no material impact to capital expenditures, our results of operations or competitive position associated with global sustainability regulations, compliance, or costs from sourcing renewable energy. By the end of Fiscal 2025, our goal is to purchase or generate enough renewable energy to match 100% of our global electricity usage for our offices and data centers.

Whether it is creation of technology to power next-generation laptops or designs to support high-performance supercomputers, improving energy efficiency is important in our research, development, and design processes. GPUs are inherently more energy efficient than other forms of computing because they are optimized for throughput and performance per watt rather than absolute performance. GPU servers can be 40x more energy efficient than traditional CPU servers for AI inference workloads. The power efficiency of our products is evidenced by our continued strong presence on the Green500 list of the most energy-efficient systems. We powered 23 of the top 25 systems on the November 2021 Green500 list.
We plan to build Earth-2, an AI supercomputer dedicated to predicting the impacts of climate change. The system will build a digital twin of the Earth on our Omniverse platform, enable scientists to do ultra-high-resolution climate modeling, and put mitigation and adaptation tools into the hands of cities and nations so they can act with more urgency.
Human Capital Management
We believe that our employees are our greatest assets, and they play a key role in creating long-term value for our stakeholders. As of January 30, 2022, we had 22,473 employees in 32 countries. 16,242 were engaged in research and development and 6,231 were engaged in sales, marketing, operations, and administrative positions.

To be competitive and execute our business strategy successfully, we must recruit, develop, and retain talented employees, including qualified executives, scientists, engineers, and technical and non-technical staff.
Recruitment
The demand for talent in new markets such as AI and deep learning, is increasingly competitive. With differentiated hiring strategies for university, professional, executive, and for diversity, we have been successful in attracting top talent to NVIDIA.
We attract global talent from universities, collaborations with college programs, professional organization affiliations, industry conferences, community resource group participation, direct sourcing and outreach. Our employees play an important part in recruiting, with over 39% of our new hires coming from employee referrals.

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Development and Retention
To support employee advancement, we provide opportunities to learn on-the-job through training programs, one on one coaching and ongoing feedback. We have a rich library of live and on-demand learning experiences that include workshops, panel discussions, and speaker forums. We curate learning paths focused on our most common development needs and constantly upgrade our offerings to ensure that our employees are exposed to the most current programs and technologies available. We offer tuition reimbursement programs to subsidize educational programs and advanced certifications. We encourage internal mobility through career coaching that advises employees on developmental activities and pursuing internal transfer opportunities. We have implemented specifically designed mentoring and development programs for women and employees from traditionally underrepresented groups to ensure widespread readiness for future advancement.
To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party platform. Pulse surveys help us gain insight into employee experience and provide ideas so that we can prioritize areas to take action. The suggestion box is an always-on, interactive tool where employees share their thoughts about making our company a better place to work. The anonymous third-party platform is designed to protect the identity of the reporter and provide a mechanism for reporters to follow an investigation and receive responses.
In Fiscal 2022, our overall turnover rate was 4.9%.
Compensation, Benefits, and Well-Being
Our compensation program rewards performance and is structured to encourage employees to invest in the Company’s future. Employees receive equity, except where unavailable due to local regulations, that is tied to the value of our stock price and vests over time to retain employees while simultaneously aligning their interests with those of our stockholders.
We offer comprehensive benefits to support our employees’ and their families’ physical health, well-being and financial health, including 401(k) programs in the U.S., statutory pension programs outside the U.S., our employee stock purchase program, flexible work hours and time off, and programs to address mental health, stress, and time-management challenges. We evaluate our benefit offerings globally and are committed to providing tailored benefits based on community needs, including assistance for military members, additional mental health benefits, and support for new birth parents, and those who wish to become parents.
Diversity and Inclusion
We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all employees, regardless of gender, gender identity or expression, veteran status, race, ethnicity, or ability.
We have increased our efforts to recruit, develop, and retain a more diverse workforce with a focus on those historically underrepresented in the technology field, including women, Black/African American, and Hispanic/Latino candidates.
Other efforts we have been or are undertaking include:
Expanded recruiting teams and deepened our college pipeline to engage more diverse students and partnering with minority-serving institutions and professional organizations;
Supported the development of women employees to build a pipeline of future leaders;
Supported underrepresented employees through our 11 internal community resource groups;
Providing training and education to managers and peers on how to foster a supportive environment; and
Measuring year over year progress and providing leadership visibility on diversity efforts.
As of January 30, 2022, our global workforce was 80% male, 19% female, and 1% not declared and 6% of our workforce in the United States was composed of Black or African American and Hispanic or Latino employees.
Health and COVID-19
We support our people and their families in making their health and safety a top priority. During Fiscal 2022 and the COVID-19 pandemic, we continued our global protocols to keep our workforce safe. For essential labs and offices that remain open, we maintained appropriate safety protocols and social distancing guidelines. We have also made some of
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our offices accessible based on a clearly defined set of metrics while adhering to government guidelines. Steps we took to support employees include:
Providing work from home support, including reimbursement for home office equipment and certain work from home expenses;
Enhanced health coverage, including-COVID-19 testing, vaccine costs and support, expanded mental health resources and virtual care offerings, and care for those with COVID-19;
Learning and development resources on how to lead and manage remotely; and
Opportunities for employees to socially connect with one another virtually.
We will continue a flexible work environment and have instituted Company-wide “rest days” for employees to recharge.
Public Policy Engagement and Accountability
Our NCGC oversees our public policy engagement and accountability. Our Government Relations team engages in public policy advocacy to affect government action on issues of importance to our business, customers, stockholders, and employees, and to provide thought leadership to global governments on issues that directly affect our business. It is also a platform for educating policymakers through demonstrations of NVIDIA’s technology, amplifying our work in targeted areas, and collaborating with various organizations on issues of shared interest. We focus our public policy activities in artificial intelligence (AI), specifically to promote investment in core AI research, support workforce development around AI, and provide educational resources to technology policy advisors. NVIDIA may incur expenditures to support or educate viewpoints on public policy issues, including expenditures for intermediaries that advocate on our behalf if it is in our best interest.

NVIDIA does not make contributions of any kind (money, employee time, goods or services, or employee expense reimbursements), to political parties or candidates, including any direct contributions to any intermediary organizations, such as PACs or lobbyists, campaign funds, or trade or industry associations or super PACs. This policy applies in all countries and across all levels of government, even where such contributions are permitted by law.

We belong to trade associations worldwide, representing the interests of the technology industry, industries in which we operate and the broader business community. Where required by law, we file lobbying disclosure reports with U.S. federal, state and local governments.

Management reports to the NCGC about our policies and practices in connection with governmental relations, public policy advocacy, and related expenditures.

NVIDIA’s policies and practices related to public policy matters, including lobbying activities, trade association memberships, and related expenditures, are available on our website at https://investor.nvidia.com/governance/governance-documents.
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Director Compensation
The CC reviews our non-employee director compensation program annually with the assistance of Exequity LLP, the CC’s independent compensation consultant. Exequity LLP prepares a comprehensive assessment of our program, including comparison to the peer group of companies used for executive compensation purposes most recently approved by the CC at the time of assessment, an update on recent trends in director compensation, and a review of related corporate governance best practices.
For our non-employee director compensation program for the year starting on our 2021 Meeting, or the 2021 Program, the CC recommended, and the Board approved, a mix of cash and equity awards with an approximate annual value of $340,000. This was below the median total annual compensation paid by the peer group to their non-employee directors. We do not pay additional fees for serving as a Lead Director, 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 $85,000 on an annualized basis, was paid quarterly.
Equity Compensation
The target value of the annual RSU equity award, or the 2021 Program RSUs, was $255,000. The number of shares subject to each RSU award equaled this value, divided by the 30-calendar day trailing average closing price of our common stock ending the business day before the 2021 Meeting, which was used instead of the stock price on the date of grant to provide a value less susceptible to possible volatility in the market. The RSUs were granted on the first trading day following the date of our 2021 Meeting, The CC understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Director Compensation Table under ASC 718 being different than the target equity value. The CC considered various approaches to granting awards and determined the process described above is appropriate at this time.
To correlate the vesting of the RSUs to the non-employee directors’ service on the Board and its committees over the following year, 50% of the 2021 Program RSUs vested on the third Wednesday in November 2021 and 50% will vest on the third Wednesday in May 2022. 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.
Non-employee directors can elect to defer settlement of RSUs upon vesting for tax planning purposes to the earlier of (i) a future year (no sooner than 2023 for the 2021 Program RSUs) or (ii) in accordance with the tax rules under Section 409A of the Internal Revenue Code, in connection with the director’s cessation of service or certain change in control events. Messrs. Jones and McCaffery, Dr. Shah and Ms. Hudson elected to defer settlement of the RSUs granted to them in Fiscal 2022.
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. 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 if an acquirer does not assume or substitute for such awards.

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Director Compensation for Fiscal 2022
Name
Fees Earned or Paid in Cash ($) (1)
Stock Awards ($) (2)
Total ($)
Robert K. Burgess82,500301,381 383,881
Tench Coxe82,500301,381 383,881
John O. Dabiri 82,500301,381 383,881
Persis S. Drell82,500301,381 383,881
Dawn Hudson82,500301,381 383,881
Harvey C. Jones82,500301,381 383,881
Michael G. McCaffery82,500301,381 383,881
Stephen C. Neal 82,500301,381 383,881
Mark L. Perry82,500301,381 383,881
A. Brooke Seawell82,500301,381 383,881
Aarti Shah 82,500301,381 383,881
Mark A. Stevens82,500301,381 383,881
(1)     Comprised of one quarter’s worth of the $75,000 annual cash retainer from the non-employee director compensation program for the year starting on the date of our 2020 Meeting, and three quarters’ worth of the $85,000 annual cash retainer from the 2021 Program.
(2)     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 ASC 718, for all RSU awards granted during Fiscal 2022. 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. On June 4, 2021, each non-employee director serving on the Board received his or her RSU grant for 1,716 shares. The grant date fair value per share for these awards as determined under ASC 718 was $175.63.

The following table provides information regarding the aggregate number of unvested RSUs held by each of our non-employee directors as of January 30, 2022. None of our non-employee directors held unexercised stock options as of January 30, 2022:
NameRSUsNameRSUs
Robert K. Burgess860Michael G. McCaffery860
Tench Coxe860Stephen C. Neal1,808
John O. Dabiri2,100Mark L. Perry860
Persis S. Drell860A. Brooke Seawell860
Dawn Hudson860Aarti Shah1,996
Harvey C. Jones860Mark A. Stevens860
The following aggregate number of vested RSUs for which settlement was previously deferred were issued in Fiscal 2022: 5,032 RSUs for Dr. Drell, 33,736 RSUs for Ms. Hudson, 8,232 RSU for Mr. Jones, and 5,032 RSUs for Mr. McCaffery.
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Review of Transactions with Related Persons
Employees, officers and directors must avoid any activity that conflicts 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 regularly conduct a review of all related party transactions for potential conflicts of interest 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, there were no transactions with related persons in Fiscal 2022 that would require disclosure in this proxy statement or approval by the NCGC.
Transactions with Related Persons
The daughter of Jen-Hsun Huang, our President and Chief Executive Officer and a member of our Board, is employed at NVIDIA. She does not share a household with Mr. Huang, is not one of our executive officers and does not report directly to Mr. Huang. Her compensation was determined in accordance with NVIDIA’s compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions and without the involvement of Mr. Huang. Her total compensation for the fiscal year ended January 30, 2022 did not exceed $160,000. She has received and continues to be eligible for equity awards on the same general terms and conditions as applicable to employees in similar positions who do not have such family relationship.
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 2022, 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.


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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 21, 2022 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 21, 2022.
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 2,503,959,006 shares of our common stock outstanding as of March 21, 2022, adjusted as required by SEC rules.
Name of Beneficial OwnerShares OwnedShares Issuable Within 60 DaysTotal Shares Beneficially OwnedPercent
NEOs:
Jen-Hsun Huang84,421,722 
(1)
3,100,000 87,521,722 3.50%
Colette M. Kress447,471 
(2)
— 447,471 *
Ajay K. Puri314,654 
(3)
— 314,654 *
Debora Shoquist283,840 
(4)
— 283,840 *
Timothy S. Teter170,459 
(5)
— 170,459 *
Directors, not including Mr. Huang:
Robert K. Burgess27,280 860 28,140 *
Tench Coxe4,384,664 
(6)
860 4,385,524 *
John O. Dabiri2,812 860 3,672 *
Persis S. Drell40,980 860 41,840 *
Dawn Hudson101,148 — 101,148 *
Harvey C. Jones989,444 
(7)
— 989,444 *
Michael G. McCaffery 19,016 
(8)
— 19,016 *
Stephen C. Neal5,008 
(9)
860 5,868 *
Mark L. Perry170,664 
(10)
860 171,524 *
A. Brooke Seawell500,000 
(11)
860 500,860 *
Aarti Shah— — — *
Mark A. Stevens6,257,943 
(12)
860 6,258,803 *
Directors and executive officers as a group (17 persons)98,137,105 
(13)
3,106,880 101,243,985 4.04%
5% Stockholders:
The Vanguard Group, Inc.196,015,550 
(14)
— 196,015,550 7.83%
BlackRock, Inc.177,858,484 
(15)
— 177,858,484 7.10%
FMR LLC158,039,922 
(16)
— 158,039,922 6.31%
* Represents less than 1% of the outstanding shares of our common stock.
(1)Includes (a) 61,347,714 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) 4,948,956 shares of common stock held by J. and L. Huang Investments, L.P., of which the Huang Trust is the general partner; (c) 2,228,000 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and his wife are co-trustees; (d) 2,969,050 shares of common stock held by The Jen-Hsun Huang 2016 Annuity Trust II, of which Mr. Huang is trustee; (e) 2,969,050 shares of common stock held by The Lori Lynn Huang 2016 Annuity Trust II, of which Mr. Huang’s wife is trustee; and (f) 5,007,800 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.
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(2)Includes 400 shares held by son 1, 400 shares held by son 2, and 76,768 shares held by a limited liability company, the sole member of which is an irrevocable trust of which the trustee is an independent institution.
(3)Includes (a) 133,280 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) 4,636 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 Puri 2019 Irrevocable Children’s Trust, except to the extent of his pecuniary interest therein.
(4)Includes 210,120 shares of common stock held by the Debora C. Shoquist Revocable Living Trust, of which Ms. Shoquist is the trustee.
(5)Includes 149,144 shares of common stock held by the Horne Teter Family Living Trust, dated February 1, 2019, of which Mr. Teter is a co-trustee and exercises shared voting and investment power.
(6)Includes (a) 685,248 shares of common stock held in a retirement trust over which Mr. Coxe exercises sole voting and investment power, and (b) 3,697,136 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.
(7)Includes 866,396 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.
(8)Includes 13,984 shares of common stock held by the McCaffery Family Trust U/A DTD 11/07/1994 of which Mr. McCaffery is trustee.
(9)Includes (a) 1,900 shares 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, and (b) 2,252 shares of common stock held by the Neal/Rhyu Revocable Trust dated 05/05/2017, of which Mr. Neal is a co-trustee and exercises shared voting and investment power.
(10)Includes 160,000 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.
(11)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.
(12)Includes 2,988,343 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 and 2,640,000 shares of common stock held by the Envy Trust u/a/d December 7, 2021, of which Mr. Stevens is trustee.
(13)Includes shares owned by all directors and executive officers.
(14)This information is based solely on a Schedule 13G/A, dated February 9, 2022, filed with the SEC on February 10, 2022 by The Vanguard Group, Inc. reporting its beneficial ownership as of December 31, 2021. The Schedule 13G/A reports that Vanguard has sole voting power with respect to 0 shares and sole dispositive power with respect to 185,753,501 shares. Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(15)This information is based solely on a Schedule 13G/A, dated February 1, 2022, filed with the SEC on February 1, 2022 by BlackRock, Inc. reporting its beneficial ownership as of December 31, 2021. The Schedule 13G/A reports that BlackRock has sole voting power with respect to 153,411,587 shares and sole dispositive power with respect to 177,858,484 shares. BlackRock is located at 55 East 52nd Street, New York, New York 10055.
(16)This information is based solely on a Schedule 13G/A, dated February 8, 2022, filed with the SEC on February 9, 2022 by FMR LLC reporting its beneficial ownership as of December 31, 2021. The Schedule 13G/A reports that FMR has sole voting power with respect to 41,272,753 shares and sole dispositive power with respect to 158,039,922 shares. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.


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Proposal 2—Advisory Approval of Executive Compensation
What am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2022 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 Fiscal 2022 compensation paid to our NEOs as disclosed in the CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. This vote is intended to address the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement, rather than any specific compensation component.
In response to our stockholders’ preference, our Board has adopted a policy of providing for annual “say-on-pay” votes.
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 Fiscal 2022 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.”




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Executive Compensation
Compensation Discussion and Analysis
This CD&A describes our Fiscal 2022 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 2022 NEOs were:
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Jen-Hsun HuangColette M. KressAjay K. PuriDebora ShoquistTimothy S. Teter
President and CEOEVP and CFOEVP, Worldwide Field OperationsEVP, OperationsEVP, General Counsel and Secretary
Fiscal 2022 Executive Compensation Highlights
We faced continued challenges in our supply chain in Fiscal 2022, as our demand exceeded supply for several of our businesses. We continued to ramp the NVIDIA Ampere architecture for Gaming, Professional Visualization and Datacenter, and launched new NVIDIA Ampere architecture products in several of our market platforms. On the strength of our Gaming, Data Center and Professional Visualization market platforms, we achieved record revenue for the Company, which directly impacted the performance payouts under our executive compensation program.
NVIDIA’s executive compensation program in Fiscal 2022 continued to be guided by a pay for performance philosophy and was designed to align NEO compensation with the interests of our stockholders. The overall design of the program remained consistent year-over-year, with the following Fiscal 2022 NEO pay highlights:
Components of Pay
BASE SALARY+VARIABLE CASH+EQUITY
 based on annual revenue
RSUs vesting over 4 years (all NEOs other than our CEO)
SY PSUs based on annual Non-GAAP Operating Income performance, vesting over 4 years
MY PSUs based on 3-year TSR relative to the S&P 500, vesting after completion of the 3-year performance period
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Target Pay Adjustments    
Performance Achievement; Maximum Payouts
Increase in proportion of “at-risk” target pay to 96% of CEO target pay and 90% of other NEO target pay
Revenue exceeded Stretch Operating Plan goal
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Variable cash payout at 200% of target
Increased CEO target variable cash to 200% of base salary (representing 50th percentile of peers)
Non-GAAP Operating Income exceeded Stretch Operating Plan goal
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200% (150% for CEO) of target SY PSU shares eligible to vest
No changes to NEOs (other than our CEO) base salary or target variable cash for the fourth consecutive year
Increase CEO target equity by 33%, increase weighting of MY PSUs to 50% of CEO’s total target equity

3-year relative TSR exceeded Stretch goal


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200% (150% for CEO) of target MY PSU shares eligible to vest
Increase NEOs (other than our CEO) target equity by 39%
Increased Performance Goals
Fiscal 2022 revenue and Non-GAAP Operating Income Threshold goals set above Fiscal 2021 performance
Our Compensation Philosophy and Practices
NVIDIA is building a one-of-a-kind company that invents the future, builds amazing technologies, and strives to achieve the highest level of craft. To achieve this vision, we must attract 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
Provide Competitive Pay: NEO target compensation should be competitive with our peers; reflects job impact, scope, and responsibilities; and is structured to attract and retain talent
Stockholder Alignment: structure NEO pay to align with stockholders’ long-term interests and adjust 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
Our executive compensation program adheres to the following practices:
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What We DoWhat 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 annual and 3-year performance targets to help determine SY PSU and MY PSU awards earned, respectively
üRequire NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards
üEvaluate and adjust our program annually based on stockholder and corporate governance group feedback
üMinimize excessive 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 that are not available to all employees or provide excessive perquisites (we provide benefits to our CEO for personal security)
X Provide tax gross-ups
X Reprice stock options without stockholder approval
X Pay dividends or the equivalent on unearned or unvested equity
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 managed our Fiscal 2022 executive compensation program according to the cycle below:
Nov - Dec 2020
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Dec 2020
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Mar 2021
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Mar 2022
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Apr 2022
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March 2024
Members of management and the Board, including our Lead Director and a CC member, engaged in stockholder outreachCC determined peer companiesCC determined performance goals and compensationCC certified achievement and payoutsCompleted compensation risk assessment; disclose executive compensation program detailsCC certifies Fiscal 2022 MY PSU achievement and payout
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 2022 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 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 2022. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2022 performance goals prior to making its final and sole decision on all Fiscal 2022 NEO compensation. Exequity also advised the CC on the Fiscal 2022 compensation risk analysis prepared by management. Finally, the CC also certified performance-based compensation payouts for the applicable performance periods ended Fiscal 2022 relating to the Variable Cash Plan, 2022 SY PSUs and 2019 MY PSUs.
During Fiscal 2022, 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.
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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. After consultation with management, the CC determined that the existing peer group continued to be appropriate and did not make changes to our peer group for Fiscal 2022:
Fiscal 2022 Peer Group
Adobe Inc.Cisco Systems, Inc.Intuit Inc.Qualcomm IncorporatedTesla, Inc.
Advanced Micro Devices, Inc.IBMOracle CorporationSalesforce.com, Inc.Texas Instruments
Broadcom LimitedIntel CorporationPayPalSAPVMware, Inc.
Our CC chose each member of the peer group after considering a combination of the factors described above. As a result, while some of our compensation peer group members may be smaller or larger than us in terms of market capitalization or revenue, the CC has determined that such companies were still within a reasonable range of sizes compared to us and should be included in the peer group because we compete with them for talent and because they have established businesses with complexity similar to us.
In determining our Fiscal 2022 peer group, the CC reviewed our trailing 12-month revenue (as previously reported in our second quarter results) and market capitalization as of November 2020, compared to the median of our peer group companies, which was as follows:
RevenueMarket Capitalization
Fiscal 2022 Peer Group Median$23.20 billion$165.77 billion
NVIDIA$13.06 billion$331.51 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. We compare the total compensation opportunity for our NEOs and similarly situated executives at the 50th percentile of peer company data, and the CC 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 for NEOs to address new business challenges
ü Changes in the scale and complexity of our business
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(s) or function(s) 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.
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Components of Pay
Taking into account (i) the Company’s Fiscal 2022 outlook at the time of determining executive compensation, (ii) stockholder feedback from our annual outreach efforts, and (iii) strong Fiscal 2021 say-on-pay approval, the CC maintained the same elements for our executive pay program for Fiscal 2022, with some adjustments to further strengthen the link between corporate performance and NEO pay, including an increase to the proportion of pay that is at-risk. The primary components of NVIDIA’s Fiscal 2022 executive compensation program are summarized below:
Fixed CompensationAt-Risk Compensation
Base SalaryVariable CashSY PSUsMY PSUs
RSUs (1)
FormCashCashEquity
Equity
Equity
Who ReceivesNEOsNEOsNEOsNEOs
NEOs except our CEO
When Granted or DeterminedAnnually in MarchAnnually in MarchGranted annually in MarchGranted annually in MarchGranted annually in March
When Paid, Earned, or IssuedRetroactively paid to start of fiscal year, via semi-monthly payrollIf a goal is achieved, earned after fiscal year end, paid in MarchShares eligible to vest determined after fiscal year end based on performance achieved; if a goal is achieved, shares issued on each vesting date, subject to the NEO’s continued serviceShares eligible to vest determined after 3rd fiscal year end based on performance achieved; if a goal is achieved, shares issued on the sole vesting date, subject to the NEO’s continued serviceShares issued on each vesting date, subject to the NEO’s continued service
Performance MeasureN/ARevenue (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 PeriodN/A1 year1 year3 yearsN/A
Vesting PeriodN/AN/A4 years from grant3 years from grant
4 years from grant
Vesting TermsN/AN/AIf at least Threshold achieved, 25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafterIf at least Threshold achieved, 100% on approximately the 3-year anniversary of the grant date6.25% vests quarterly from the date of grant
Timeframe EmphasizedAnnualAnnualLong-termLong-termLong-term
PurposeCompensate for expected day-to-day performanceReward for annual corporate financial performanceAlign with stockholder interests by linking NEO pay to annual operational performanceAlign with long-term stockholder interests by linking NEO pay to multi-year relative shareholder returnAlign with stockholder interests by linking NEO pay to the performance of our common stock
Maximum Amount That Can Be EarnedN/A200% of target award opportunity under our Variable Cash Plan150% 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 and 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 and shares vest
100% of grant

Ultimate value delivered depends on stock price on date shares vest
(1) Our CC considers RSUs to be at-risk pay because the realized value depends on our stock price, which is a financial performance measure.
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(2) 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.
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We provide our NEOs with insurance benefits and eligibility to participate in our 2012 ESPP and 401(k) plan on the same basis as our other employees. We may also provide limited perquisites to our NEOs from time to time. For more information about the other compensation and benefits we provide to our NEOs, including in Fiscal 2022, see the section below titled Other Compensation and Benefits.

Compensation Actions and Achievements
Stockholder Outreach and Feedback
We value stockholder feedback and conduct an annual stockholder outreach program. During the Fall of 2020, in preparing for Fiscal 2022 compensation decisions, we contacted our top institutional holders who held 1% or more of our stock, with an aggregate ownership of approximately 33% of our common stock outstanding. Members of management and the Board, including our Lead Director and a member of our CC, ultimately discussed executive compensation with representatives of stockholders holding an aggregate of approximately 32% of our common stock. Our stockholders generally provided positive feedback on our pay for performance alignment and the simplicity of our executive compensation program design.
After considering their feedback, and the say-on-pay approval rate of 95% of our NEO’s Fiscal 2021 compensation, our CC determined to maintain the same general elements and metrics for our Fiscal 2022 NEO pay program, but (i) set the Threshold performance goals for revenue and Non-GAAP Operating Income above Fiscal 2021 actual results, and (ii) increased the proportion of “at-risk” target pay to further align pay with performance, as described below. In the Fall of 2021, members of management and the Board, including our Lead Director and a member of our CC, again engaged in stockholder outreach. The CC considered the feedback from these meetings in making decisions regarding the current Fiscal 2023 executive compensation program.
Total Target Compensation Approach
In evaluating Fiscal 2022 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, their respective total target pay was reviewed 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 2022. Our CC did not use a single formula or assign a specific weight to any one factor in determining each NEO’s target pay. Instead, 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.
For Fiscal 2022, the CC determined that increases to each NEO’s total target pay were needed given the increased scale and complexity of the Company, the greater demands that have been placed on our NEOs and that the performance of our NEOs was critical to our delivery of record results for Fiscal 2022 and continued strong momentum. Accordingly, the CC increased Mr. Huang’s total target pay by approximately 31% and each other NEO’s total target pay by an average of 31%, with all increases pertaining to at-risk pay opportunities only.
While the CC generally made no changes to base salary and target variable cash compared to the prior year, it did increase Mr. Huang’s target variable cash to 200% of his base salary, which brought his target variable cash compensation, as a percentage of his base salary, to the 50th percentile of peer company chief executive officers. The CC increased Mr. Huang’s target equity opportunity to bring his pay closer to the median of peer company chief executive officers and based on the increased scale and complexity of the Company. The CC increased our NEO’s target equity opportunities due to each NEO’s increased responsibilities and scope as the Company has grown, and to provide for retention.
Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards
For Fiscal 2022, the CC decided that the largest portion of NEOs’ total target pay would remain in the form of at-risk, equity with performance-based vesting. 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, 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.
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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 in recent years, the CC granted Mr. Huang’s target equity opportunity 100% in the form of SY PSUs (which value is aligned with our annual Non-GAAP Operating Income performance) and MY PSUs (which value is aligned with our 3-year relative stock price performance). However, for Fiscal 2022 the CC structured Mr. Huang’s equity to be more heavily weighted towards MY PSUs (consisting of 50% of Mr. Huang’s target equity opportunity) than in prior years, to increase the emphasis on longer-term performance. For each of our other NEOs, the CC provided approximately 40% of the target equity opportunity in the form of RSUs and approximately 60% of the target equity opportunity in the form of PSUs. The CC, after considering our CEO’s recommendations, determined this mix provided an appropriate balance, by placing a greater emphasis on awards contingent upon performance goal achievement while still providing a meaningful amount of time-vesting RSUs to encourage retention and to reward our other NEOs, in line with our stock performance over the long-term.
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. The CC felt it was appropriate to increase the value of our CEO’s target equity opportunity for Fiscal 2022 to bring that portion of pay closer to the median of peer company chief executive officers, representing an increase of 33% from Fiscal 2021. The target equity opportunity values for our other NEOs represented an average increase of 39% from Fiscal 2021, which the CC felt was appropriate due to their increased responsibilities, to reflect the increased scale and complexity of our businesses, as well as to provide for retention in a competitive talent market. Increases were determined for each individual based on the CC’s evaluation of the factors described above, as well as each NEO’s performance and the scope of their role. Mr. Teter’s target equity opportunity increased significantly based on the demands of his responsibilities and the increasing complexity of his role in intellectual property, regulatory, acquisitions and investment areas.
To determine actual shares of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC used the 30-calendar day trailing average closing price of our common stock ending on the last day of the calendar month prior to the date of grant, which was used instead of the stock price on the date of grant to provide a value less susceptible to possible volatility in the market. The CC understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Summary Compensation Table under ASC 718 being different than the target equity opportunity value. The CC considered various approaches to granting awards and determined the process described above is appropriate at this time.
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 the Fiscal 2022 one-year period, and the Target TSR performance goal relative to the S&P 500 over a 3-year period starting at the beginning of Fiscal 2022, 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.

46

Goals for and Achievement of Performance-Based Compensation
Based on the Fiscal 2022 strategic plan as approved by the Board, the CC set performance metrics and goals, and certified the Company’s performance achievement with resulting payouts to our NEOs, as set forth below:

PERFORMANCE METRICS
Variable Cash PlanSY PSUsMY PSUs
MetricRevenueNon-GAAP Operating IncomeTSR relative to the S&P 500
Timeframe1 year1 year3 years
CC’s Rationale for Metric
Drives value, contributes to Company’s long-term success
Focuses on growth in new and existing markets
Distinct, separate metric from Non-GAAP Operating Income
Drives value, contributes to Company’s long-term success
Reflects our annual revenue generation and effective operating expense management
Distinct, separate metric from revenue
Aligns directly with long-term shareholder value creation
Provides comparison of our stock price performance, including dividends, against a capital market index in which we compete
Relative performance goal accounts for macroeconomic factors impacting the market
PERFORMANCE GOALS
Variable Cash PlanSY PSUsMY PSUs
Fiscal 2022 Revenue Performance Goal
Payout as a % of Target Opportunity (1)
Fiscal 2022 Non-GAAP Operating Income Performance Goal
Shares Eligible to Vest as a % of Target Opportunity (1)
Fiscal 2020 - Fiscal 2022 Relative TSR Performance Goal (2)
Shares Eligible to Vest as a % of Target Opportunity (1)
Threshold$18.5 billion50%$7.0 billion50%
25th percentile
25%
Base Operating Plan
(Target for MY PSUs)
$20.5 billion100%$8.3 billion100%
50th percentile
100%
Stretch Operating Plan (Stretch for MY PSUs)$23.3 billion200%$10.1 billion150% for CEO; 200% for other NEOs
75th percentile
150% for CEO; 200% for other NEOs
PERFORMANCE ACHIEVEMENT AND PAYOUTS
Variable Cash PlanSY PSUs
MY PSUs (3)
PerformanceRevenue
$26.9 billion*
Non-GAAP Operating Income
$12.7 billion*
3-year TSR of 626%*
100th percentile of S&P 500
Payout200% of target
150% of CEO’s; 200% of other NEOs’ target SY PSUs (4)
150% of CEO’s; 200% of other NEOs’ target MY PSUs (5)
(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)MY PSUs covering the Fiscal 2020 – Fiscal 2022 performance period were granted in Fiscal 2020. MY PSUs granted in Fiscal 2022 covered the Fiscal 2022 – Fiscal 2024 performance period and consisted of the same performance goal structure and payout opportunities as those covering Fiscal 2020 – Fiscal 2022 performance period.
(3)Represents achievement and payout of MY PSUs granted in Fiscal 2020, with a performance period ending with Fiscal 2022.
(4)25% of the eligible SY PSU shares vested on March 16, 2022, approximately one year after grant, and 6.25% will vest every quarter thereafter for the next three years.
(5)100% of the eligible MY PSUs vested on March 16, 2022, after the 3-year performance period.
* Revenue is GAAP revenue, as the Company reports in its respective earnings materials. Non-GAAP Operating Income is GAAP operating income as the Company reports in its respective earnings materials, excluding stock-based compensation expense, acquisition-related costs, IP-related costs and other costs. Consistent with prior years, 3-year TSR for purposes of the MY PSUs represents cumulative stock price appreciation, including dividends paid during such period (which are assumed to be reinvested in the stock), and is measured based on the average daily closing stock price for the 60 trading days immediately preceding the first day and the last day of the applicable 3-year performance period. This averaging period mitigates the impact of one-day or short-term stock price fluctuations at the beginning or end of the performance period.

47

Each of the performance goal levels as described above were set by the CC with the following objectives:
Threshold was uncertain, but attainable and high enough to create value; represented an appropriately decelerated payout for performance below Base Operating Plan (Target for MY PSUs)
Base Operating Plan (Target for MY PSU) was 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
Stretch Operating Plan (Stretch for MY PSU) required exceptional achievement; only possible with strong market factors and a very high level of management execution and corporate performance
Achievement of goals for Fiscal 2021 and Fiscal 2022 MY PSU grants will be determined after January 2023 and January 2024, respectively.
Target Fiscal 2022 Compensation Actions
The CC’s target Fiscal 2022 compensation actions are summarized below for each NEO, reflecting the target value of the variable cash and equity opportunities the CC intended to deliver, as well as the variable cash earned and PSUs which became eligible to vest. The CC considered the factors set forth in Factors Used in Determining Executive Compensation above to set the total target pay opportunity for each NEO and to make the Fiscal 2022 changes to NEO target pay opportunity, which are described in Compensation Actions and Achievement - Total Target Compensation Approach above.
Jen-Hsun Huang
Target Pay ($)Fiscal 2022 Compensation Actions
President & CEO
   Base Salary1,000,000 No change from Fiscal 2021
   Variable Cash2,000,000 
Up 33% from Fiscal 2021 target to balance market competitiveness with peer company chief executive officers; earned at $4,000,000
Equity19,999,572 
Up 33% from Fiscal 2021 target
   SY PSUs9,999,786 70,040 shares Target opportunity; 105,060 shares became eligible to vest
   MY PSUs9,999,786 70,040 shares Target opportunity
Total22,999,572 Up 31% from Fiscal 2021 target
Colette M. Kress
Target Pay ($)Fiscal 2022 Compensation Actions
EVP & CFO
   Base Salary900,000 No change from Fiscal 2021
   Variable Cash300,000 
No change from Fiscal 2021 target; earned at $600,000
Equity8,799,355 
Up 29% from Fiscal 2021 target
   SY PSUs4,839,988 33,900 shares Target opportunity; 67,800 shares became eligible to vest
   MY PSUs439,739 3,080 shares Target opportunity
   RSUs3,519,628 Granted 24,652 shares
Total9,999,355 Up 25% from Fiscal 2021 target
Ajay K. Puri
Target Pay ($)Fiscal 2022 Compensation Actions
EVP, Worldwide Field
   Base Salary950,000 No change from Fiscal 2021
Operations
   Variable Cash650,000 
No change from Fiscal 2021 target; earned at $1,300,000
Equity8,399,021 Up 31% from Fiscal 2021 target
   SY PSUs4,619,547 32,356 shares Target opportunity; 64,712 shares became eligible to vest
   MY PSUs419,751 2,940 shares Target opportunity
   RSUs3,359,722 Granted 23,532 shares
Total9,999,021 Up 25% from Fiscal 2021 target
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Debora Shoquist
Target Pay ($)Fiscal 2022 Compensation Actions
EVP, Operations
   Base Salary850,000 No change from Fiscal 2021
   Variable Cash250,000 
No change from Fiscal 2021 target; earned at $500,000
Equity6,899,338 Up 17% from Fiscal 2021 target
   SY PSUs3,794,893 26,580 shares Target opportunity; 53,160 shares became eligible to vest
   MY PSUs344,938 2,416 shares Target opportunity
   RSUs2,759,507 Granted 19,328 shares
Total7,999,338 Up 14% from Fiscal 2021 target
Timothy S. Teter
Target Pay ($)Fiscal 2022 Compensation Actions
EVP, General Counsel &
   Base Salary850,000 No change from Fiscal 2021
Secretary   Variable Cash250,000 
No change from Fiscal 2021 target; earned at $500,000
Equity6,899,338 Up 77% from Fiscal 2021 target
   SY PSUs3,794,893 26,580 shares Target opportunity; 53,160 shares became eligible to vest
   MY PSUs344,938 2,416 shares Target opportunity
   RSUs2,759,507 Granted 19,328 shares
Total7,999,338 Up 60% from Fiscal 2021 target
Additional Executive Compensation Practices, Policies, and Procedures
Other Compensation and Benefits
In Fiscal 2022, we provided risk-based and business related security services to our CEO. These security services were provided because the need for security arises from the nature of his employment as our CEO and the security services mitigate risks to our business. In Fiscal 2022 security costs for our CEO included (i) the cost of third-party assessments to help determine the overall security needs for our CEO and (ii) transportation costs related to a car service for our CEO. The costs related to the personal security measures for our CEO are included in the “All Other Compensation” column in the Summary Compensation Table. In evaluating potential perquisites, we consider the cost to the Company relative to the perceived value to our employees, as well as other corporate governance and employee relations factors. We believe that all Company-incurred security costs are reasonable and necessary for the Company’s benefit.
We also provide medical, vision, dental, and accidental death and disability insurance, as well as time off and paid holidays for our NEOs, on the same basis as our other employees. Like other employees, our NEOs are 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 $7,000 for calendar 2021, which increased to up to $9,000 for calendar 2022. For Fiscal 2022 (which consisted of a portion of calendar year 2021 and 2022), Mr. Huang, Mr. Puri and Ms. Shoquist each received a $7,000 401(k) match, while Ms. Kress and Mr. Teter each received matches of $7,500. We believe these benefits are consistent with benefits provided by companies with which we compete for executive-level talent. We do not provide any other perquisites or other personal benefits to our NEOs.
Equity Grant Timing Practices
The CC approves all equity award grants to our NEOs on or before the grant date. The CC’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, and then equity awards are granted to NEOs and become effective. This process is further described above under the section titled How We Determine Executive Compensation. Accordingly, annual equity awards are typically granted to our NEOs in March. On occasion, the CC may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the CC has discretionary authority to approve equity awards to our NEOs outside of the cycle described above, the CC does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and we do not in any event time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.
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
49

hold shares of our common stock valued at the NEO’s respective base salary. Shares that count toward the ownership guidelines include shares held by the NEO, shares held in trust for the NEO and his/her immediate family, and shares held by immediate family members, but not unvested or unexercised equity awards. 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 NEO 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 Wall Street Reform and Consumer Protection Act when the final regulations related to that policy are issued.
Tax and Accounting Implications
Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible, excluding certain performance-based compensation that qualifies for an exception pursuant to the transition relief provided by the Tax Cuts and Jobs Act.
The CC looks at a variety of factors in making its decisions and retains the flexibility to provide compensation for the NEOs in a manner consistent with the goals of the Company’s 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.
Under ASC 718, the Company is required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.
Risk Analysis of Our Compensation Plans
With the oversight of the CC, Company management from Legal, Human Resources and Finance, as well as Exequity, the independent consultant engaged by the CC, performed an assessment of the Company’s compensation programs and policies for Fiscal 2022 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.
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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:
üOur compensation program encourages our employees to remain focused on both our short-term and long-term goals
üWe 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
üWe 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
üFinancial 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
üMY PSUs are designed with a relative goal
üWe have a compensation recovery policy applicable to all employees that allows NVIDIA to recover compensation paid in situations of fraud or material financial misconduct
üAll executive officer equity awards have multi-year vesting
üWe have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders
üWe 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
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Summary Compensation Table for Fiscal 2022, 2021, and 2020
The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2022, 2021, and 2020. Fiscal 2022 and 2020 were 52-week years. Fiscal 2021 was a 53-week year.
Name and Principal PositionFiscal
Year
Salary
($)
Stock
Awards ($) (1)
Non-Equity
Incentive Plan
Compensation
($) (2)
All Other
Compensation
($)
Total
($)
Jen-Hsun Huang2022996,216 18,660,407 4,000,000 81,038 
(3)
23,737,661 
President and CEO20211,017,355 15,279,780 3,000,000 19,266 
(4)
19,316,401 
2020996,514 9,676,920 805,444 13,402 
(4)
11,492,280 
Colette M. Kress2022896,595 8,269,020 600,000 10,312 
(5)
9,775,927 
Executive Vice President and CFO2021915,620 6,595,691 600,000 9,731 
(5)
8,121,042 
2020896,863 3,307,188 219,667 9,122 
(5)
4,432,840 
Ajay K. Puri2022946,406 7,892,819 1,300,000 33,493 
(4)
10,172,718 
Executive Vice President, Worldwide Field Operations2021966,487 6,208,052 1,300,000 33,388 
(4)
8,507,927 
2020946,689 3,410,921 475,944 23,151 
(4)
4,856,705 
Debora Shoquist2022846,784 6,483,557 500,000 21,478 
(5)
7,851,819 
Executive Vice President, Operations2021864,752 5,722,904 500,000 21,581 
(5)
7,109,237 
2020847,037 2,407,200 183,056 20,478 
(5)
3,457,771 
Timothy S. Teter2022846,784 6,483,557 500,000 12,402 
(5)
7,842,743 
Executive Vice President, General Counsel and Secretary2021864,752 3,783,191 500,000 9,921 
(5)
5,157,864 
2020847,037 1,918,173 183,056 9,122 
(5)
2,957,388 
(1)Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with ASC 718 for the respective fiscal year for grants of RSUs, SY PSUs, and MY PSUs, as applicable. 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. With regard to the stock awards with performance-based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan for SY PSUs and Target for MY PSUs, determined in accordance with applicable accounting standards.
Assuming Stretch Operating Plan and Stretch performance in Fiscal 2022 and a stock price equal to the grant date fair value of the SY PSUs and MY PSUs, the value granted in Fiscal 2022 would be $13,897,074 and $14,093,536 for Mr. Huang, $8,968,415 and $1,047,816 for Ms. Kress, $8,559,942 and $1,000,188 for Mr. Puri, $7,031,872 and $821,923 for Ms. Shoquist, and $7,031,872 and $821,923 for Mr. Teter.
Assuming Stretch Operating Plan and Stretch performance in Fiscal 2021 and a stock price equal to the grant date fair value of the SY PSUs and MY PSUs, the value granted in Fiscal 2021 would be $14,108,899 and $8,810,497 for Mr. Huang, $7,035,748 and $1,038,639 for Ms. Kress, $6,621,880 and $977,914 for Mr. Puri, $6,104,546 and $901,416 for Ms. Shoquist, and $4,035,208 and $596,212 for Mr. Teter.
Assuming Stretch Operating Plan and Stretch performance in Fiscal 2020 and a stock price equal to the grant date fair value of the SY PSUs and MY PSUs, the value granted in Fiscal 2020 would be $9,780,540 and $4,734,840 for Mr. Huang, $3,793,664 and $479,310 for Ms. Kress, $3,882,578 and $479,310 for Mr. Puri, $2,815,610 and $368,700 for Ms. Shoquist, and $2,371,040 and $368,700 for Mr. Teter.
(2)As applicable, reflects amounts earned in Fiscal 2022, 2021, and 2020 and paid in March or April of each respective year pursuant to our Variable Cash Plan for each respective year. For further information please see our Compensation Discussion and Analysis above.
(3)Reflects the cost of security arrangements for Mr. Huang and a match of contributions to our 401(k) savings plan, a contribution to a health savings account and imputed income from life insurance coverage. The match of contributions to our 401(k) savings plan, a contribution to a health savings account and imputed income from life insurance coverage are available to all eligible NVIDIA employees. For Fiscal 2022 the cost of security measures included (i) $56,588 which is the amount NVIDIA paid to a third-party for assessments to help determine overall security needs for Mr. Huang and (ii) $2,308 for a car service. For Fiscal 2022, the match of contributions for our 401(k) savings plan was $7,000 for Mr. Huang. For Fiscal 2022 the match of contributions to a health savings account was $2,500 for Mr. Huang. For Fiscal 2022 imputed income from life insurance coverage was $12,642 for Mr. Huang.
(4)Represents a match of contributions to our 401(k) savings plan, a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees. For Fiscal 2022, the match of contributions for our 401(k) savings plan was $7,000 for Mr. Puri. For Fiscal 2022 the match of contributions to a health savings account was $1,250 for Mr. Puri. For Fiscal 2022 imputed income from life insurance coverage was $25,243 for Mr. Puri.
(5)Represents a match of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees. For Fiscal 2022, the match of contributions for our 401(k) savings plan was $7,500 for Ms. Kress, $7,000 for Ms. Shoquist and $7,500 for Mr. Teter. For Fiscal 2022 imputed income from life insurance coverage was $2,812 for Ms. Kress, $14,478 for Ms. Shoquist and $4,902 for Mr. Teter.


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Grants of Plan-Based Awards for Fiscal 2022
The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2022. Disclosure on a separate line item is provided for each grant of an award made to an NEO. The information in this table supplements the dollar value of stock and other awards set forth in the Summary Compensation Table for Fiscal Years 2022, 2021, and 2020 by providing additional details about the awards. The PSUs and RSUs set forth in the following table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. Both SY PSUs and RSUs are subject to service-based vesting.
NameGrant
Date
Approval
Date
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
Estimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock
Awards: Number of Shares of Stock
or Units (#)
Grant Date
Fair Value
of Stock
Awards ($) (2)
Type of AwardThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
Jen-Hsun HuangSY PSU3/16/213/15/21
(3)
— 35,020 70,040 105,060 — 
  
9,264,716 
(4)
MY PSU3/16/213/15/21
(5)
— 17,508 70,040 105,060 — 9,395,691 
Variable Cash Plan3/15/213/15/211,000,000 2,000,000 4,000,000 — — — 
Colette M. KressSY PSU3/16/213/16/21
(3)
— 16,948 33,900 67,800 — 4,484,207 
(4)
MY PSU3/16/213/16/21
(5)
— 772 3,080 6,160 — 523,908 
RSU3/16/213/16/21— — 24,652 
(6)
3,260,905 
Variable Cash Plan3/15/213/15/21150,000 300,000 600,000 — — — 
Ajay K. PuriSY PSU3/16/213/15/21
(3)
— 16,176 32,356 64,712 — 
  
4,279,971 
(4)
MY PSU3/16/213/15/21
(5)
— 736 2,940 5,880 — 500,094 
RSU3/16/213/15/21— — 23,532 
(6)
3,112,754 
Variable Cash Plan3/15/213/15/21325,000 650,000 1,300,000 — — — 
Debora ShoquistSY PSU3/16/213/16/21
(3)
— 13,288 26,580 53,160 — 
  
3,515,936 
(4)
MY PSU3/16/213/16/21
(5)
— 604 2,416 4,832 — 410,962 
RSU3/16/213/16/21— — 19,328 
(6)
2,556,660 
Variable Cash Plan3/15/213/15/21125,000 250,000 500,000 — — — 
Timothy S. TeterSY PSU3/16/213/15/21