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Stock-Based Compensation
 12 Months Ended
Jan. 28, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Our stock-based compensation expense is associated with RSUs, performance stock units based on our corporate financial performance targets, or PSUs, performance stock units based on market conditions, or market-based PSUs, and our ESPP.
Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:
 Year Ended
Jan 28, 2024Jan 29, 2023Jan 30, 2022
 (In millions)
Cost of revenue$141 $138 $141 
Research and development2,532 1,892 1,298 
Sales, general and administrative876 680 565 
Total$3,549 $2,710 $2,004 
Stock-based compensation capitalized in inventories was not significant during fiscal years 2024, 2023, and 2022.
The following is a summary of equity awards granted under our equity incentive plans:
Year Ended
Jan 28, 2024Jan 29, 2023Jan 30, 2022
(In millions, except per share data)
RSUs, PSUs and Market-based PSUs
Awards granted14 25 18 
Estimated total grant-date fair value$5,316 $4,505 $3,492 
Weighted average grant-date fair value per share$374.08 $183.72 $190.69 
ESPP
Shares purchased3 3 5 
Weighted average price per share$158.07 $122.54 $56.36 
Weighted average grant-date fair value per share$69.90 $51.87 $23.24 
As of January 28, 2024, there was $8.6 billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP.
The fair value of shares issued under our ESPP have been estimated with the following assumptions:
 Year Ended
 Jan 28, 2024Jan 29, 2023Jan 30, 2022
(Using the Black-Scholes model)
ESPP
Weighted average expected life (in years)
0.1-2.0
0.1-2.0
0.1-2.0
Risk-free interest rate
3.9%-5.5%
—%-4.6%
—%-0.5%
Volatility
31%-67%
43%-72%
20%-58%
Dividend yield
0.1%
0.1%
0.1%
For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.
Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience.
Equity Incentive Program
We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.
Amended and Restated 2007 Equity Incentive Plan
In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.
The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for future grants.
Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter, (B) over a three-year period, subject to continued service, with 40% vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter, or (C) over a four-year period, subject to continued service, with 6.25% vesting quarterly. PSUs vest over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter. Market-based PSUs vest 100% on about the three-year anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.
Amended and Restated 2012 Employee Stock Purchase Plan
In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.
Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 28, 2024, we had 227 million shares reserved for future issuance under the 2012 Plan.
Equity Award Activity
The following is a summary of our equity award transactions under our equity incentive plans: 
RSUs, PSUs and Market-based PSUs Outstanding
 Number of SharesWeighted Average Grant-Date Fair Value
(In millions, except per share data)
Balances, Jan 29, 202345 $158.45 
Granted14 $374.08 
Vested restricted stock(21)$148.56 
Canceled and forfeited(1)$206.35 
Balances, Jan 28, 202437 $245.94 
Vested and expected to vest after Jan 28, 202437 $245.49 

As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our equity incentive plans. 
The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022, was $8.2 billion, $4.3 billion, and $5.6 billion, respectively.