Nvidia Corp PRE 14A, filed May 1, 2025

Nvidia Corp (NVDA)

PRE 14A 2025-05-01 For: 2025-06-25

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ý			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under § 240.14a-12


ý			No fee required
¨			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


Date and time:			Wednesday, June 25, 2025 at 9:00 a.m. Pacific Time

Location:			Virtually at www.virtualshareholdermeeting.com/NVDA2025

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 2026 •Approval of an Amended and Restated Certificate of Incorporation to remove all supermajority provisions •Three stockholder proposals, if properly presented •Transaction of other business properly brought before the meeting

Record date:			You can attend and vote at the 2025 Meeting if you were a stockholder of record at the close of business on April 28, 2025.

Virtual meeting admission:			We will be holding the 2025 Meeting virtually at the location listed above. To participate, 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 2025 Meeting, we have established a pre-meeting forum located at www.proxyvote.com where you can submit advance questions.


			Page

DEFINITIONS			3
BUSINESS OVERVIEW			4
PROXY SUMMARY			6
PROXY STATEMENT			12
Information About the 2025 Meeting			12
Proposal 1—Election of Directors			16
Director Qualifications and Nomination of Directors			17
Our Director Nominees			19
Information About the Board of Directors and Corporate Governance			26
Independence of the Members of the Board of Directors			26
Board Leadership Structure			26
Committees of the Board of Directors			28
Compensation Committee Interlocks and Insider Participation			29
Role of the Board in Risk Oversight			30
Corporate Governance			31
Stockholder Communications with the Board of Directors			33
Majority Vote Standard			33
Stockholder Special Meeting Right			33
Board Meeting Information			34
Corporate Sustainability			35
Director Compensation			38
Review of Transactions with Related Persons			40
Security Ownership of Certain Beneficial Owners and Management			41
Proposal 2—Advisory Approval of Executive Compensation			43
Executive Compensation			44
Compensation Discussion and Analysis			44
Compensation Committee Report			54
Risk Analysis of Our Compensation Plans			55
Summary Compensation Table for Fiscal 2025 , 2024 , and 20 23			56
Grants of Plan-Based Awards for Fiscal 2025			57
Outstanding Equity Awards as of January 2 6 , 2025			58
Option Exercises and Stock Vested in Fiscal 2025			59
Employment, Severance, and Change-in-Control Arrangements			59
Potential Payments Upon Termination or Change-in-Control			60
Pay Ratio			60
Pay Versus Performance			61
Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2026			64
Fees Billed by the Independent Registered Public Accounting Firm			65
Report of the Audit Committee of the Board of Directors			66
Proposal 4—Approval of an Amend ed and Restate d Certificate of Incorporation to Remov e A ll Supermajority Provisions			67
Stockholder Proposals			69
Equity Compensation Plan Information			75
Additional Information			7 5
Delinquent Section 16(a) Reports			75
Other Matters			7 5
A PPENDIX A —A mended and Restated Certificate of I ncorporation			A-1


2007 Plan			NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
AC			Audit Committee of the Board
Additional SY PSUs			PSUs granted in Fiscal 2024 based on annual non-GAAP gross margin performance, with a single-year performance metric (assuming a certain level of annual Non-GAAP Operating Income), vesting over four years
ASC 718			FASB Accounting Standards Codification Topic 718: Compensation - Stock Compensation
Base Compensation Plan			Performance goal necessary to earn the target award under the Variable Cash Plan and for the target numbers of SY PSUs and MY PSUs to become eligible to vest
Board			The Company’s board of directors
Bylaws			The Company’s Amended and Restated Bylaws
CAP			“Compensation actually paid,” as defined under Item 402(v) of Regulation S-K
CC			Compensation Committee of the Board
CD&A			Compensation Discussion and Analysis
CEO			Chief Executive Officer
CFO			Chief Financial Officer
Charter			The Company’s Restated Certificate of Incorporation
Control Number			Identification number for each stockholder included in Notice or proxy card
CS			Corporate Sustainability
ERM			Enterprise Risk Management
ESPP			NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
EVP			Executive Vice President
Exchange Act			Securities 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-K			The Company’s Annual Report on Form 10-K for Fiscal 2025 filed with the SEC on February 26, 2025
GAAP			Generally accepted accounting principles in the United States
Internal Revenue Code			U.S. Internal Revenue Code of 1986, as amended
Lead Director			Lead independent director
Meeting			Annual Meeting of Stockholders
MY PSUs			Multi-year PSUs based on 3-year TSR relative to the S&P 500 with a three-year performance metric, vesting after three years
Nasdaq			The Nasdaq Stock Market LLC
NCGC			Nominating and Corporate Governance Committee of the Board
NEOs			Named Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated executive officers as of the end of Fiscal 2025
NIM			NVIDIA Inference Microservices
Non-GAAP Operating Income			GAAP operating income, as the Company reports in its SEC filings, excluding stock-based compensation expense, acquisition-related and other costs, and other. Please see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results
Notice			Notice of Internet Availability of Proxy Materials
NVIDIA, Company, we, us, our			NVIDIA Corporation, a Delaware corporation
NYSE			New York Stock Exchange
Proposed Charter			The Company’s proposed Amended and Restated Certificate of Incorporation
PSU			Performance stock unit
PwC			PricewaterhouseCoopers LLP
RBA			Responsible Business Alliance
RSU			Restricted stock unit
S&P 500			Standard & Poor’s 500 Composite Index
SEC			U.S. Securities and Exchange Commission
Section 162(m)			Section 162(m) of the Internal Revenue Code
Securities Act			Securities Act of 1933, as amended
Stretch Compensation Plan			Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum numbers of SY PSUs and MY PSUs to become eligible to vest
SY PSUs			PSUs based on annual Non-GAAP Operating Income performance with a single-year performance metric, vesting over four years
Threshold			Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vest
TSR			Total shareholder return
Variable Cash Plan			The Company’s variable cash compensation plan


NVIDIA CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Data Center	Gaming	Professional Visualization	Automotive
$115.2 billion revenue	$11.4 billion revenue	$1.9 billion revenue	$1.7 billion revenue
up 142% year on year	up 9% year on year	up 21% year on year	up 55% year on year


Fiscal 2025 Shareholder Returns

Total Shareholder Return (TSR)*						Return of Capital to Shareholders (in billions)

*Represents cumulative stock price appreciation with dividends reinvested and is measured for the applicable fiscal year periods based on the closing price ($142.62) of NVIDIA’s common stock on January 24, 2025, the last trading day before the end of our Fiscal 2025, as reported by Nasdaq.


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 risk management ü Stockholders can call a special meeting			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


What am I voting on? Electing the 13 director nominees identified below to hold office until the 2026 Meeting and until his or her successor is elected or appointed. Vote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes. Effect of abstentions: None. Effect of broker non-votes: None.


•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			•Mix of backgrounds, experiences, and perspectives •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


			Duties of Our Lead Director
			ü			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
			ü			Working with the CEO, and seeking input from other directors and relevant management, as to the preparation of the agendas for Board meetings
			ü			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
			ü			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
			ü			Presiding over Board meetings when the CEO is not present
			ü			Convening meetings of the independent directors, as necessary or appropriate
			ü			Engaging with stockholders, as necessary or appropriate
			ü			Performing such other duties as the Board may determine from time to time


ERM Process
ü			Annual assessment of the Company’s risk environment led by management
ü			Identifies and evaluates risks across different timeframes, including short-, intermediate- and long- term
ü			Identifies, assesses, and manages the Company’s most significant risks and uncertainties that could materially impact the long-term health of the Company or prevent the achievement of strategic objectives
ü			Regular updates reported to senior management, including CEO
ü			Overseen and reviewed by the Board and AC, at least annually
ü			Board and committees have direct access to management to receive updates on risk exposures and mitigation strategies, and give feedback on key and emerging risks, including cybersecurity, trade compliance, risk management and the ERM process
ü			Board and committee agendas adjusted throughout the year by CEO and Lead Director to address emerging risks and key topics
ü			Includes interviews with senior management and Board members to identify major risks
ü			The Board, its committees, and senior management may engage outside advisors, experts, and consultants to help develop and analyze the Company’s risk management and mitigation efforts, and anticipate future threats and trends


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		Total ($)
Robert K. Burgess	85,000		258,828		343,828
Tench Coxe	85,000		258,828		343,828
John O. Dabiri	85,000		258,828		343,828
Persis S. Drell	85,000		258,828		343,828
Dawn Hudson	85,000		258,828		343,828
Harvey C. Jones	85,000		258,828		343,828
Melissa B. Lora	85,000		258,828		343,828
Michael G. McCaffery (2)	42,500		—		42,500
Stephen C. Neal	85,000		258,828		343,828
Ellen Ochoa	32,550	(3)	439,659	(4)	472,209
Mark L. Perry (2)	42,500		—		42,500
A. Brooke Seawell	85,000		258,828		343,828
Aarti Shah	85,000		258,828		343,828
Mark A. Stevens	85,000		258,828		343,828


Name	RSUs	Name	RSUs
Robert K. Burgess	1,044	Michael G. McCaffery	—
Tench Coxe	1,044	Stephen C. Neal	1,044
John O. Dabiri	1,044	Ellen Ochoa	3,169
Persis S. Drell	1,044	Mark L. Perry	—
Dawn Hudson	1,044	A. Brooke Seawell	1,044
Harvey C. Jones	1,044	Aarti Shah	1,044
Melissa B. Lora	3,984*	Mark A. Stevens	1,044


Name of Beneficial Owner	Shares Owned		Shares Issuable Within 60 Days	Total Shares Beneficially Owned	Percent
NEOs:
Jen-Hsun Huang	922,922,938	(1)	—	922,922,938	3.77%
Colette M. Kress	4,872,485	(2)	—	4,872,485	*
Ajay K. Puri	4,245,264	(3)	—	4,245,264	*
Debora Shoquist	1,789,615	(4)	—	1,789,615	*
Timothy S. Teter	2,534,708	(5)	—	2,534,708	*
Directors, not including Mr. Huang:
Robert K. Burgess	250,000		1,044	251,044	*
Tench Coxe	32,555,240	(6)	—	32,555,240	*
John O. Dabiri	16,235		1,044	17,279	*
Persis S. Drell	179,784	(7)	1,044	180,828	*
Dawn Hudson	456,044		1,044	457,088	*
Harvey C. Jones	7,500,844	(8)	1,044	7,501,888	*
Melissa B. Lora	—	(9)	—	—	*
Stephen C. Neal	210,680	(10)	—	210,680	*
Ellen Ochoa	—		—	—	*
A. Brooke Seawell	5,007,544	(11)	1,044	5,008,588	*
Aarti Shah	13,200	(12)	—	13,200	*
Mark A. Stevens	37,886,641	(13)	1,044	37,887,685	*
Directors and executive officers as a group (17 persons)	1,020,441,222	(14)	7,308	1,020,448,530	4.17%
5% Stockholders:
The Vanguard Group, Inc.	2,045,049,380	(15)	—	2,045,049,380	8.36%
BlackRock, Inc.	1,805,935,550	(16)	—	1,805,935,550	7.38%


What am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2025 NEO compensation. Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. Effect of abstentions: Same as a vote AGAINST. Effect of broker non-votes: None.


Fiscal 2025 Revenue	Fiscal 2025 Non-GAAP Operating Income (1)	3-Year TSR Relative to S&P 500 (Fiscal 2023 to 2025) (2)
$130.5 billion	$86.8 billion	384% (100th Percentile of S&P 500)


What We Do		What We Don’t Do
ü	Emphasize at-risk, performance-based compensation, with simple, objective performance goals	X	Enter into agreements with NEOs providing for specific terms of employment or severance benefits
ü	Use annual and multi-year performance targets to determine PSU awards earned	X	Give our executive officers special change-in-control benefits
ü	Set rigorous performance goals and use different metrics for annual and multi-year awards	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)
ü	Require NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards	X	Give NEOs supplemental retirement benefits
ü	Evaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate	X	Provide tax gross-ups
ü	Mitigate compensation risks	X	Pay dividends or the equivalent on unearned or unvested equity
ü	Cap performance-based variable cash and PSU payouts	X	Permit executive officers, employees, or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan
ü	Retain an independent compensation consultant reporting directly to the independent CC
ü	Require NEOs to maintain meaningful stock ownership
ü	Maintain a clawback policy for performance-based compensation


Adobe Inc. (ADBE)						Netflix, Inc. (NFLX)
Advanced Micro Devices, Inc. (AMD)						Oracle Corporation (ORCL)
Broadcom Inc. (AVGO)						Qualcomm Incorporated (QCOM)
Cisco Systems, Inc. (CSCO)						Salesforce, Inc. (CRM)
International Business Machines Corporation (IBM)						SAP SE (SAP)
Intel Corporation (INTC)						Visa Inc. (V)
Meta Platforms, Inc. (META)


	Revenue (in billions)	Market Capitalization (in billions)
Fiscal 2025 Peer Group 75th Percentile	$53.27	$329.65
Fiscal 2025 Peer Group Median	$35.13	$207.65
Fiscal 2025 Peer Group 25th Percentile	$31.91	$155.22
NVIDIA	$44.87	$1,074.43


ü	The need to attract and retain talent in a highly competitive industry	ü	Each NEO’s unvested equity
ü	Stockholder feedback regarding our executive pay	ü	Internal pay equity relative to similarly situated executives
ü	The desire for simplicity of the overall program and transparency of the performance metrics	ü	Our CEO’s recommendations for the other NEOs, including his understanding of each NEO’s performance, capabilities, and contributions
ü	An NEO’s past performance and anticipated future contributions	ü	Our CC’s independent judgment
ü	Our financial performance and forecasted results, as well as our prior financial performance and resulting impact on our executives’ compensation	ü	Our philosophy that an NEO’s total compensation opportunity and percentage of at-risk pay should increase with responsibility
ü	Changes in the scale and complexity of our business	ü	The total compensation cost and stockholder dilution, including from executive compensation, to maintain a responsible cost structure for our compensation programs *
ü	Each NEO’s current total compensation
ü	The scope and complexity of the department(s) or function(s) the NEO manages
* See Note 3, Stock-Based Compensation of our Form 10-K consolidated financial statements for a discussion of stock-based compensation cost.


	Fiscal 2025	Fiscal 2024
GAAP operating income	$81,453	$32,972
Stock-based compensation expense	4,737	3,549
Acquisition-related and other costs	602	583
Other	(3)	30
Non-GAAP Operating Income	$86,789	$37,134


ü			Our compensation program encourages our employees to remain focused on both our short-term and long-term goals, and balances incentives by using a mix of base salary and variable pay
ü			We design our variable cash and PSU compensation programs for executives so that payouts are based on achievement of various corporate performance targets to balance upside opportunity and downside risk, and we cap the potential award payout
ü			We have internal controls over our financial accounting and reporting which are used to measure and determine the eligible compensation awards under our Variable Cash Plan and our SY PSUs
ü			Financial plan target goals and final awards under our Variable Cash Plan and SY PSUs are approved by the CC and informed by the annual financial plan approved by the Board each year
ü			MY PSUs are designed with a relative goal
ü			We have a compensation recovery policy applicable to executive officers that requires NVIDIA to recover certain incentive compensation paid in connection with certain accounting restatements
ü			The CC monitors burn rate and overhang
ü			All executive officer equity awards have multi-year vesting
ü			We have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders
ü			Our insider trading policy prohibits hedging, pledging, using margin accounts, and trading in derivatives involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance


Name and Principal Position	Fiscal Year	Salary ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)		Total ($)
Jen-Hsun Huang	2025	1,486,199	38,811,306	6,000,000	3,568,746	(3)	49,866,251
President and CEO	2024	996,514	26,676,415	4,000,000	2,494,973		34,167,902
	2023	996,832	19,666,382	—	693,710		21,356,924
Colette M. Kress	2025	893,739	19,849,891	600,000	18,902	(4)	21,362,532
EVP and CFO	2024	896,863	11,756,027	600,000	13,902		13,266,792
	2023	897,149	10,004,677	—	15,402		10,917,228
Ajay K. Puri	2025	943,391	19,277,046	1,300,000	70,460	(4)	21,590,897
EVP, Worldwide Field Operations	2024	946,689	11,320,353	1,300,000	48,408		13,615,450
	2023	946,990	9,633,991	—	46,717		10,627,698
Debora Shoquist	2025	844,087	17,838,832	500,000	34,984	(4)	19,217,903
EVP, Operations	2024	847,037	9,687,599	500,000	24,229		11,058,865
	2023	847,307	8,244,465	—	23,478		9,115,250
Timothy S. Teter	2025	844,087	17,838,832	500,000	18,902	(4)	19,201,821
EVP, General Counsel and Secretary	2024	847,037	9,687,599	500,000	13,902		11,048,538
	2023	847,307	8,244,465	—	15,402		9,107,174


Name		Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (3)	Grant Date Fair Value of Stock Awards ($) (4)
	Type of Award		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jen-Hsun Huang	SY PSU	3/8/24		—		95,450	190,900	286,350	—	16,697,832
	MY PSU	3/8/24		—		47,720	190,900	286,350	—	22,113,474
	Variable Cash Plan	3/8/24	1,500,000	3,000,000	6,000,000		—		—	—
Colette M. Kress	SY PSU	3/8/24		—		23,940	47,890	95,780	—	4,188,890
	MY PSU	3/8/24		—		11,970	47,890	95,780	—	7,282,345
	RSU	3/8/24		—			—		95,790	8,378,656
	Variable Cash Plan	3/8/24	150,000	300,000	600,000		—		—	—
Ajay K. Puri	SY PSU	3/8/24		—		23,250	46,510	93,020	—	4,068,183
	MY PSU	3/8/24		—		11,620	46,510	93,020	—	7,072,497
	RSU	3/8/24		—			—		93,020	8,136,366
	Variable Cash Plan	3/8/24	325,000	650,000	1,300,000		—		—	—
Debora Shoquist	SY PSU	3/8/24		—		21,520	43,040	86,080	—	3,764,666
	MY PSU	3/8/24		—		10,760	43,040	86,080	—	6,544,835
	RSU	3/8/24		—			—		86,080	7,529,332
	Variable Cash Plan	3/8/24	125,000	250,000	500,000		—		—	—
Timothy S. Teter	SY PSU	3/8/24		—		21,520	43,040	86,080	—	3,764,666
	MY PSU	3/8/24		—		10,760	43,040	86,080	—	6,544,835
	RSU	3/8/24		—			—		86,080	7,529,332
	Variable Cash Plan	3/8/24	125,000	250,000	500,000		—		—	—


Name	Stock Awards
	Number of Units of Stock That Have Not Vested (#)		Market Value of Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) (1)
Jen-Hsun Huang	65,700	(2)	9,370,134	—		—
	670,130	(3)	95,573,941	—		—
	568,030	(4)	81,012,439	—		—
	286,350	(5)	40,839,237	—		—
	—		—	757,360	(6)	108,014,683
	—		—	286,350	(7)	40,839,237
Colette M. Kress	42,400	(2)	6,047,088	—		—
	15,440	(8)	2,202,053	—		—
	43,860	(3)	6,255,313	—		—
	54,830	(9)	7,819,855	—		—
	383,420	(4)	54,683,360	—		—
	111,540	(10)	15,907,835	—		—
	95,780	(5)	13,660,144	—		—
	77,830	(11)	11,100,115	—		—
	—		—	49,560	(6)	7,068,247
	—		—	95,780	(7)	13,660,144
Ajay K. Puri	40,480	(2)	5,773,258	—		—
	14,720	(8)	2,099,366	—		—
	42,220	(3)	6,021,416	—		—
	52,800	(9)	7,530,336	—		—
	369,210	(4)	52,656,730	—		—
	107,410	(10)	15,318,814	—		—
	93,020	(5)	13,266,512	—		—
	75,580	(11)	10,779,220	—		—
	—		—	47,720	(6)	6,805,826
	—		—	93,020	(7)	13,266,512
Debora Shoquist	33,280	(2)	4,746,394	—		—
	12,080	(8)	1,722,850	—		—
	36,140	(3)	5,154,287	—		—
	45,190	(9)	6,444,998	—		—
	315,960	(4)	45,062,215	—		—
	91,920	(10)	13,109,630	—		—
	86,080	(5)	12,276,730	—		—
	69,940	(11)	9,974,843	—		—
	—		—	40,840	(6)	5,824,601
	—		—	86,080	(7)	12,276,730
Timothy S. Teter	33,280	(2)	4,746,394	—		—
	12,080	(8)	1,722,850	—		—
	36,140	(3)	5,154,287	—		—
	45,190	(9)	6,444,998	—		—
	315,960	(4)	45,062,215	—		—
	91,920	(10)	13,109,630	—		—
	86,080	(5)	12,276,730	—		—
	69,940	(11)	9,974,843	—		—
	—		—	40,840	(6)	5,824,601
	—		—	86,080	(7)	12,276,730


Name	Stock Awards
	Number of Shares Acquired on Vesting (#) (1)		Value Realized on Vesting ($) (2)
Jen-Hsun Huang	1,900,210	(3)	186,549,758
Colette M. Kress	801,170	(4)	87,336,800
Ajay K. Puri	766,930	(5)	83,641,559
Debora Shoquist	654,150	(6)	71,209,632
Timothy S. Teter	625,110	(7)	68,585,229


Name	Unvested RSUs and PSUs at January 26, 2025 (#) (1)	Total Estimated Benefit ($) (1)
Jen-Hsun Huang	1,967,190	280,560,638
Colette M. Kress	827,950	118,082,229
Ajay K. Puri	798,190	113,837,858
Debora Shoquist	692,940	98,827,103
Timothy S. Teter	692,940	98,827,103


Name	Estimated SY PSUs Granted in Fiscal 2025 at Base Compensation Plan Performance (#)	Value of Estimated SY PSUs Granted in Fiscal 2025 at Base Compensation Plan Performance ($)	Actual SY PSUs Granted in Fiscal 2025 Eligible to Vest (#)	Value of Actual SY PSUs Granted in Fiscal 2025 Eligible to Vest ($)
Jen-Hsun Huang	190,900	27,226,158	286,350	40,839,237
Colette M. Kress	47,890	6,830,072	95,780	13,660,144
Ajay K. Puri	46,510	6,633,256	93,020	13,266,512
Debora Shoquist	43,040	6,138,365	86,080	12,276,730
Timothy S. Teter	43,040	6,138,365	86,080	12,276,730


Name	Estimated MY PSUs Granted in Fiscal 2023 at Base Compensation Plan Performance (#)	Value of Estimated MY PSUs Granted in Fiscal 2023 at Base Compensation Plan Performance ($)	Actual MY PSUs Granted in Fiscal 2023 Eligible to Vest (#)	Value of Actual MY PSUs Granted in Fiscal 2023 Eligible to Vest ($)
Jen-Hsun Huang	446,750	63,715,485	670,130	95,573,941
Colette M. Kress	21,930	3,127,657	43,860	6,255,313
Ajay K. Puri	21,110	3,010,708	42,220	6,021,416
Debora Shoquist	18,070	2,577,143	36,140	5,154,287
Timothy S. Teter	18,070	2,577,143	36,140	5,154,287


					Value of Initial Fixed $100 Investment Based on (7):
Fiscal Year	Summary Compensation Table Total for CEO ($) (1) (2)	Compensation Actually Paid to CEO ($) (1) (3)	Average Summary Compensation Table Total for Non-CEO NEOs ($) (4) (5)	Average Compensation Actually Paid to Non-CEO NEOs ($) (4) (6)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($) (8)	Net Income (in millions) ($)	Non-GAAP Operating Income (in millions) ($) (9)
2025	49,866,251	344,188,027	20,343,288	125,583,913	2,287.07	238.19	72,880	86,789
2024	34,167,902	234,132,305	12,247,411	85,558,057	978.42	190.57	29,760	37,134
2023	21,356,924	(4,118,947)	9,941,838	(1,364,661)	326.34	133.09	4,368	9,040
2022	23,737,661	105,543,768	8,910,802	38,453,071	365.66	158.12	9,752	12,690
2021	19,316,401	79,631,875	7,224,018	27,879,337	207.79	141.39	4,332	6,803


Financial Measures
Revenue
Non-GAAP Operating Income
3-Year TSR relative to the S&P 500


What am I voting on? Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2026. Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. Effect of abstentions: Same as a vote AGAINST. Effect of broker non-votes: Not applicable (because this is a routine proposal, there are no broker non-votes).