Nvidia Corp PRE 14A, filed Apr 9, 2021

Nvidia Corp (NVDA)

PRE 14A 2021-04-09 For: 2021-04-09

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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 Pursuant to §240.14a-12


ý	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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	(5)	Total fee paid:


¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Date and time:			Thursday, June 3, 2021 at 11:00 a.m. Pacific Daylight Time

Location:			Virtually at www.virtualshareholdermeeting.com/NVIDIA2021
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 2022 •Approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 2 billion shares to 4 billion shares

			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 5, 2021.

Stockholder list:			A list of stockholders entitled to vote at the close of business on the April 5, 2021 record date will be available during the entire time of the annual meeting at www.virtualshareholdermeeting.com/NVIDIA2021 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/NVIDIA2021. 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 more effectively 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 to us.


			PAGE
DEFINITIONS			1
PROXY SUMMARY			2
PROXY STATEMENT			7
Information About the Meeting			7
Proposal 1—Election of Directors			11
Director Qualifications and Nomination of Directors			12
Our Director Nominees			15
Information About the Board of Directors and Corporate Governance			28
Independence of the Members of the Board of Directors			28
Board Leadership Structure			28
Role of the Board in Risk Oversight			28
Corporate Governance Policies of the Board of Directors			29
Stockholder Communications with the Board of Directors			30
Majority Vote Standard			30
Board Meeting Information			31
Committees of the Board of Directors			31
Environmental, Social and Corporate Governance			33
Director Compensation			36
Review of Transactions with Related Persons			39
Security Ownership of Certain Beneficial Owners and Management			40
Proposal 2—Approval of Executive Compensation			42
Executive Compensation			43
Compensation Discussion and Analysis			43
Risk Analysis of Our Compensation Plans			53
Summary Compensation Table for Fiscal 202 1, 2020, and 2019			54
Grants of Plan-Based Awards f or Fiscal 202 1			55
Outstanding Equity Awards as of January 31 , 202 1			56
Option Exercises and Stock Vested in Fiscal 202 1			58
Employment, Severance and Change-in-Control Arrangements			58
Potential Payments Upon Termination or Change-in-Control			59
Pay Ratio			60
Compensation Committee Interlocks and Insider Participation			60
Compensation Committee Report			60
Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 202 2			61
Fees Billed by the Independent Registered Public Accounting Firm			62
Report of the Audit Committee of the Board of Directors			63
Proposal 4 —Approval of an Amendment to our Amende d and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 2 Billion Shares to 4 Billion Shares			64
Equity Compensation Plan Information			66
Additional Information			66
Delinquent Section 16(a) Reports			66
Other Matters			67
APPENDIX A —Certificate of Amend ment of Amended and Restated Certi ficate of Incorp oratio n			A-1


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


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


2007 Plan			NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
2012 ESPP			NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
AC			Audit Committee of the Board
Base Operating Plan			Performance goal necessary to earn the target award under the Variable Cash Plan and for the target number of SY PSUs to become eligible to vest
Board			The Company’s Board of Directors
CC			Compensation Committee of the Board
CD&A			Compensation Discussion and Analysis
CEO			Chief Executive Officer
CFO			Chief Financial Officer
Charter			The Company’s Amended and Restated Certificate of Incorporation
Company			NVIDIA Corporation, a Delaware corporation
Control Number			Identification number for each stockholder included in Notice or proxy card
ESG			Environmental, social and corporate governance
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 2021 filed with the SEC on February 26, 2021
GAAP			Generally accepted accounting principles
Internal Revenue Code			U.S. Internal Revenue Code of 1986, as amended
Lead Director			Lead independent director
Meeting			Annual Meeting of Stockholders
MY PSUs			Multi-year PSUs with a three-year performance metric
Nasdaq			The Nasdaq Stock Market LLC
NCGC			Nominating and Corporate Governance Committee 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 2021
Non-GAAP Operating Income			GAAP operating income, as the Company reports in its respective earnings materials, excluding stock-based compensation expense, acquisition-related costs, legal settlement costs and other costs
Notice			Notice of Internet Availability of Proxy Materials
NYSE			New York Stock Exchange
PSU			Performance stock unit
PwC			PricewaterhouseCoopers LLP
RSU			Restricted stock unit
S&P 500			Standard & Poor’s 500 Composite Index
SEC			U.S. Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
Stretch			Performance goal necessary for the maximum number of MY PSUs to become eligible to vest
Stretch Operating Plan			Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum number of SY PSUs to become eligible to vest
SY PSUs			PSUs with a single-year performance metric, vesting over four years
Target			Performance goal necessary for the target number of MY PSUs to become eligible to vest
Threshold			Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vest
TSR			Total shareholder return
Variable Cash Plan			The Company’s variable cash compensation plan


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 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 regular Lead Director participation ü Stock ownership guidelines for our directors and executive officers


What am I voting on? Electing the 13 director nominees identified below to hold office until the 2022 Meeting and until his or her successor is elected or appointed. Vote required: Directors are elected if they receive more FOR votes than WITHHOLD votes.


•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			•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 at Board and committee meetings and participation and contributions to the activities of the Board


	ROBERT K. BURGESS	Robert K. Burgess has served as an independent investor and board member to technology companies since 2005. He was chief executive officer from 1996 to 2005 of Macromedia, Inc., a provider of internet and multimedia software, which was acquired by Adobe Systems Incorporated; he also served from 1996 to 2005 on its board of directors, as chairman of its board of directors from 1998 to 2005 and as executive chairman for his final year. Previously, he held key executive positions from 1984 to 1991 at Silicon Graphics, Inc. (SGI), a graphics and computing company; from 1991 to 1995, served as chief executive officer and a board member of Alias Research, Inc., a publicly traded 3D software company, until its acquisition by SGI; and resumed executive positions at SGI during 1996. Mr. Burgess was a director of IMRIS Inc., a provider of image guided therapy solutions, from 2010 until 2013; of Adobe from 2005 to 2019; and of Rogers Communications Inc., a communications and media company, from 2016 to 2019. He holds a BCom degree from McMaster University. Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial- and risk-management. He has 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: 63
	Director Since: 2011
	Current Committees: CC
	Committees Effective upon the 2021 Meeting: CC
	Independent Director
	Financial Expert
	Other Current Public Company Boards: •None
Senior Leadership & Operations
Financial/Financial Community
Governance & Public Company Board
Emerging Technologies & Business Models
Human Capital Management Experience


						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: 63
						Director Since: 1993
						Current Committees: CC
						Committees Effective upon the 2021 Meeting: CC
						Independent Director

						Other Current Public Company Boards: •Artisan Partners Asset Management Inc. (since 1995)
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Human Capital Management Experience


						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. 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, and headed the Dabiri Lab, which conducts research at the intersections of fluid mechanics, energy and environment, and biology. 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 the Board of Trustees of the Gordon and Betty Moore Foundation and on the National Academies’ Committee on Science, Technology, and Law. He is also a member of the editorial board of the Journal of the Royal Society Interface. 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: 41
						Director Since: 2020
						Current Committees: None
						Committees Effective upon the 2021 Meeting: CC
						Independent Director

						Other Current Public Company Boards: •None
						Industry & Technical
						Emerging Technologies & Business Models
						Diversity


						PERSIS S. DRELL			Persis S. Drell has been the Provost of Stanford University since 2017. A Professor of Materials Science and Engineering and Professor of Physics, as well as Vice President for the U.S. Department of Energy SLAC National Accelerator Laboratory, Dr. Drell has been on the faculty at Stanford since 2002, and was the Dean of the Stanford School of Engineering from 2014 to 2017. She also served as the Director of SLAC from 2007 to 2012. Dr. Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and is a fellow of the American Physical Society. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a Ph.D. from the University of California Berkeley and an AB degree in Mathematics and Physics from Wellesley College. An accomplished researcher and educator, Dr. Drell brings to the Board expert leadership in guiding innovation in science and technology.
						Provost, Stanford University
						Age: 65
						Director Since: 2015
						Current Committees: CC
						Committees Effective upon the 2021 Meeting: NCGC
						Independent Director

						Other Current Public Company Boards: •None
						Senior Leadership & Operations Experience
						Industry & Technical
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Human Capital Management Experience
						Diversity


AC
AC Members Effective as of our 2019 Meeting	AC Members Effective as of our 2020 Meeting	AC Members Effective as of our 2021 Meeting
Michael G. McCaffery (Chair) Dawn Hudson Mark L. Perry Mark A. Stevens	Michael G. McCaffery (Chair) Dawn Hudson Mark L. Perry A. Brooke Seawall Mark A. Stevens	Michael G. McCaffery (Chair) Mark L. Perry A. Brooke Seawell Aarti Shah Mark A. Stevens
In Fiscal 2021, the AC met four times and selected highlights from its agenda topics included: cash usage and strategy, critical audit matters, and COVID-19 and return to work, tax, and treasury reviews.
Committee Role and Responsibilities
•Oversees our corporate accounting and financial reporting process; •Oversees our internal audit function; •Determines and approves the engagement, retention and termination of the independent registered public accounting firm; •Evaluates the performance of and assesses the qualifications of our independent registered public accounting firm; •Reviews and approves the retention of the independent registered public accounting firm for permissible non-audit services; •Confers with management and our independent registered public accounting firm regarding the results of the annual audit, our quarterly financial statements and results, and the effectiveness of internal control over financial reporting; •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 analysts on earnings calls; •Prepares the report required to be included by SEC rules in our annual proxy statement or Form 10-K; and •Establishes procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.


NCGC
NCGC Members Effective as of our 2019 Meeting	NCGC Members Effective as of our 2020 Meeting	NCGC Members Effective as of our 2021 Meeting
Harvey C. Jones (Chair) James C. Gaither Stephen C. Neal* Mark L. Perry Mark A. Stevens	Harvey C. Jones (Chair) Stephen C. Neal Mark L. Perry Mark A. Stevens	Harvey C. Jones (Chair) Persis S. Drell Stephen C. Neal Mark L. Perry Mark A. Stevens
In Fiscal 2021, the NCGC met three times and selected highlights from its agenda topics included: consideration of Board recruiting matters, review of diversity and inclusion initiatives, the Company’s ESG efforts, and addressing stockholder concerns.
Committee Role and Responsibilities
•Identifies, reviews and evaluates candidates to serve as directors; •Recommends candidates for election to our Board; •Makes recommendations to the Board regarding committee membership and chairs; •Assesses the performance of the Board and its committees; •Reviews and assesses our corporate governance principles and practices; •Monitors changes in corporate governance practices and rules and regulations; •Approves related party transactions; •Reviews and assesses our environmental, social and corporate governance matters periodically; •Establishes procedures for the receipt, retention and treatment of complaints we receive regarding violations of our Code of Conduct; and •Monitors the effectiveness of our anonymous tip process. *Mr. Neal was added to the NCGC in August 2019


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)		Total ($)
Robert K. Burgess	75,000	266,338		341,338
Tench Coxe	75,000	266,338		341,338
John O. Dabiri (2)	48,030	558,145	(3)	606,175
Persis S. Drell	75,000	266,338		341,338
James C. Gaither (4)	37,500	—		37,500
Dawn Hudson	75,000	266,338		341,338
Harvey C. Jones	75,000	266,338		341,338
Michael G. McCaffery	75,000	266,338		341,338
Stephen C. Neal	75,000	266,338		341,338
Mark L. Perry	75,000	266,338		341,338
A. Brooke Seawell	75,000	266,338		341,338
Aarti Shah (5)	23,550	440,688	(6)	464,238
Mark A. Stevens	75,000	266,338		341,338


Name	RSUs	Stock Options	Name	RSUs	Stock Options
Robert K. Burgess	356	38,041	Michael G. McCaffery	356	—
Tench Coxe	356	—	Stephen C. Neal	1,066	—
John O. Dabiri	873	—	Mark L. Perry	356	—
Persis S. Drell	356	—	A. Brooke Seawell	356	—
James C. Gaither (1)	—	—	Aarti Shah	827	—
Dawn Hudson	356	—	Mark A. Stevens	356	—
Harvey C. Jones	356	—


						JEN-HSUN HUANG			Jen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as president, chief executive officer, and a member of the board of directors. Prior to founding NVIDIA, Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, and from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. In 2017, he was named Fortune’s Businessperson of the Year. In 2019, Harvard Business Review ranked him No. 1 on its list of the world’s 100 best-performing CEOs over the lifetime of their tenure. Mr. Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University. Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in visual computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share.
						President and Chief Executive Officer, NVIDIA Corporation
						Age: 58
						Director Since: 1993
						Current Committees: None
						Committees Effective upon the 2021 Meeting: None

						Other Current Public Company Boards: •None
						Senior Leadership & Operations Experience
						Industry & Technical
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Marketing, Communications & Brand Management
						Regulatory, Legal & Risk Management
						Human Capital Management Experience
						Diversity


						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: 63
						Director Since: 2013
						Current Committees: AC
						Committees Effective upon the 2021 Meeting: 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)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Marketing, Communications & Brand Management
						Human Capital Management Experience
						Diversity


						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. 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: 68
						Director Since: 1993
						Current Committees: CC, NCGC
						Committees Effective upon the 2021 Meeting: CC, NCGC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •None
						Senior Leadership & Operations Experience
						Industry & Technical
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Marketing, Communications & Brand Management
						Human Capital Management Experience


						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 2009, and also served as Chairman in 2000. Mr. McCaffery is 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: 67
						Director Since: 2015
						Current Committees: AC
						Committees Effective upon 2021 Meeting: AC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •C3.ai, Inc. (since 2009)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Human Capital Management Experience


						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: 72
						Director Since: 2019
						Current Committees: NCGC
						Committees Effective upon the 2021 Meeting: NCGC
						Independent Director

						Other Current Public Company Boards: •None
						Senior Leadership & Operations Experience
						Governance & Public Company Board
						Marketing, Communications & Brand Management
						Regulatory, Legal & Risk Management
						Human Capital Management Experience


						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: 65
						Director Since: 2005
						Current Committees: AC, NCGC
						Committees Effective upon the 2021 Meeting: AC, NCGC
						Lead Director
						Financial Expert
						Other Current Public Company Boards: •Global Blood Therapeutics, Inc. (since 2015)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Regulatory, Legal & Risk Management
						Human Capital Management Experience


						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 August 2019. He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University. Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.
						Venture Partner, New Enterprise Associates
						Age: 73
						Director Since: 1997
						Current Committees: AC
						Committees Effective upon the 2021 Meeting: AC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •Tenable Holdings, Inc. (since 2017) •Eargo, Inc. (since 2020)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Human Capital Management Experience


						AARTI SHAH			Aarti Shah has been senior vice president and chief information and digital officer of Eli Lilly and Company since 2016. Dr. Shah has worked at Lilly for 27 years and has served in several functional and business leadership roles, including senior statistician, research scientist, vice president for biometrics, and global brand development leader in Lilly’s Bio-Medicines business unit. She was promoted to senior vice president and became chief information officer in 2016. Dr. Shah has been 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 Ph.D. 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.
						Senior Vice President and Chief Information and Digital Officer, Eli Lilly and Company
						Age: 56
						Director Since: 2020
						Current Committees: None
						Committees Effective upon the 2021 Meeting : AC
						Independent Director
						Other Current Public Company Boards: •None
						Senior Leadership & Operations Experience
						Industry & Technical
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Marketing, Communications & Brand Management
						Regulatory, Legal & Risk Management
						Human Capital Management Experience
						Diversity


						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: 61
						Director Since: 2008 (previously served 1993-2006)
						Current Committees: AC, NCGC
						Committees Effective upon the 2021 Meeting: AC, NCGC
						Independent Director
						Other Current Public Company Boards: •None
						Industry & Technical
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models


CC
CC Members Effective as of our 2019 Meeting	CC Members Effective as of our 2020 Meeting	CC Members Effective as of our 2021 Meeting
Robert K. Burgess (Chair) Tench Coxe Persis S. Drell Harvey C. Jones A. Brooke Seawell	Robert K. Burgess (Chair) Tench Coxe Persis S. Drell Harvey C. Jones	Dawn Hudson (Chair) Robert K. Burgess Tench Coxe John O. Dabiri Harvey C. Jones
In Fiscal 2021, the CC met five times and selected highlights from its agenda topics included: executive and employee compensation practices, review of pay equity, employee retention, the Company’s share usage and strategy and COVID-related acceleration of non-executive employee promotions, raises and equity grants.
Committee Role and Responsibilities
•Reviews and approves our overall compensation strategy and policies; •Reviews and recommends to the Board the compensation of our Board members; •Reviews and approves the compensation and other terms of employment of Mr. Huang and other executive officers; •Reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management; •Reviews and approves the disclosure contained in CD&A and for inclusion in the proxy statement and Form 10-K; •Administers our stock purchase plans, variable compensation plans and other similar programs; and •Assesses and monitors whether our compensation policies and programs have the potential to encourage excessive risk-taking.


Name of Beneficial Owner	Shares Owned		Shares Issuable Within 60 Days	Total Shares Beneficially Owned	Percent
NEOs:
Jen-Hsun Huang	21,375,455	(1)	1,325,000	22,700,455	3.65%
Colette M. Kress	98,873	(2)	—	98,873	*
Ajay K. Puri	134,755	(3)	—	134,755	*
Debora Shoquist	59,896		—	59,896	*
Timothy S. Teter	34,609	(4)	—	34,609	*
Directors, not including Mr. Huang:
Robert K. Burgess	6,250		28,897	35,147	*
Tench Coxe	1,145,596	(5)	356	1,145,952	*
John O. Dabiri	195		356	551	*
Persis S. Drell	16,515		356	16,871	*
Dawn Hudson	31,037		—	31,037	*
Harvey C. Jones	257,732	(6)	—	257,732	*
Michael G. McCaffery	8,504		—	8,504	*
Stephen C. Neal	1,038	(7)	—	1,038	*
Mark L. Perry	52,379	(8)	356	52,735	*
A. Brooke Seawell	130,000	(9)	356	130,356	*
Aarti Shah	—		—	—	*
Mark A. Stevens	1,607,697	(10)	356	1,608,053	*
Directors and executive officers as a group (17 persons)	24,960,531	(11)	1,356,033	26,316,564	4.23%
5% Stockholders:
The Vanguard Group, Inc.	47,986,507	(12)	—	47,986,507	7.71%
BlackRock, Inc.	44,799,146	(13)	—	44,799,146	7.20%
FMR LLC	43,732,734	(14)	—	43,732,734	7.03%


What am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2021 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.


What We Do						What We Don’t Do
üEmphasize at-risk, performance-based compensation, with objective and distinct goals for each such component üInclude multi-year PSU awards üUse 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 or perquisites that are not available to all employees X Provide tax gross-ups X Reprice stock options without stockholder approval X Pay dividends or the equivalent on unearned or unvested 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


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 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*


ü			Our compensation program encourages our employees to remain focused on both our short-term and long-term goals
ü			We design our variable cash and PSU compensation programs for executives so that payouts are based on achievement of corporate performance targets, and we cap the potential award payout
ü			We have internal controls over our financial accounting and reporting which is used to measure and determine the eligible compensation awards under our Variable Cash Plan and our SY PSUs
ü			Financial plan target goals and final awards under our Variable Cash Plan and our SY PSUs are approved by the CC and consistent with the annual operating plan approved by the full Board each year
ü			MY PSUs are designed with a relative goal
ü			We have a compensation recovery policy applicable to all employees that allows NVIDIA to recover compensation paid in situations of fraud or material financial misconduct
ü			All executive officer equity awards have multi-year vesting
ü			We have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders
ü			We enforce a “no-hedging” policy and a “no-pledging” policy involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)		Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)		Total ($)
Jen-Hsun Huang	2021	1,017,355	—		15,279,780	3,000,000	19,266	(3)	19,316,401
President and CEO	2020	996,514	—		9,676,920	805,444	13,402	(3)	11,492,280
	2019	996,514	—		11,611,022	1,021,900	13,402	(3)	13,642,838
Colette M. Kress	2021	915,620	—		6,595,691	600,000	9,731	(4)	8,121,042
Executive Vice President and CFO	2020	896,863	—		3,307,188	219,667	9,122	(4)	4,432,840
	2019	896,863	—		3,791,203	278,700	8,622	(4)	4,975,388
Ajay K. Puri	2021	966,487	—		6,208,052	1,300,000	33,388	(3)	8,507,927
Executive Vice President, Worldwide Field Operations	2020	946,689	—		3,410,921	475,944	23,151	(3)	4,856,705
	2019	946,689	—		3,898,599	603,850	15,428	(3)	5,464,566
Debora Shoquist	2021	864,752	—		5,722,904	500,000	21,581	(4)	7,109,237
Executive Vice President, Operations	2020	847,037	—		2,407,200	183,056	20,478	(4)	3,457,771
	2019	847,037	—		2,776,480	232,250	14,104	(4)	3,869,871
Timothy S. Teter	2021	864,752	—		3,783,191	500,000	9,921	(4)	5,157,864
Executive Vice President, General Counsel and Secretary	2020	847,037	—		1,918,173	183,056	9,122	(4)	2,957,388
	2019	847,037	450,000	(5)	2,228,115	232,250	8,622	(4)	3,766,024


Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($) (2)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jen-Hsun Huang	3/9/20	(3)		—		19,363	38,727	58,090	—		9,406,014	(4)
	3/9/20	(5)		—		9,681	19,363	29,044	—		5,873,766
	3/9/20		750,000	1,500,000	3,000,000		—		—		—
Colette M. Kress	3/9/20	(3)		—		7,242	14,484	28,968	—		3,517,874	(4)
	3/9/20	(5)		—		658	1,317	2,634	—		519,319
	3/9/20			—			—		10,534	(6)	2,558,498
	3/9/20		150,000	300,000	600,000		—		—		—
Ajay K. Puri	3/9/20	(3)		—		6,816	13,632	27,264	—		3,310,940	(4)
	3/9/20	(5)		—		620	1,240	2,480	—		488,957
	3/9/20			—			—		9,915	(6)	2,408,155
	3/9/20		325,000	650,000	1,300,000		—		—		—
Debora Shoquist	3/9/20	(3)		—		6,283	12,567	25,134	—		3,052,273	(4)
	3/9/20	(5)		—		571	1,143	2,286	—		450,708
	3/9/20			—			—		9,140	(6)	2,219,923
	3/9/20		125,000	250,000	500,000		—		—		—
Timothy S. Teter	3/9/20	(3)		—		4,153	8,307	16,614	—		2,017,604	(4)
	3/9/20	(5)		—		378	756	1,512	—		298,106
	3/9/20			—			—		6,042	(6)	1,467,481
	3/9/20		125,000	250,000	500,000		—		—		—


Name	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($) (1)	Option Expiration Date	Number of Units of Stock That Have Not Vested (#)		Market Value of Units of Stock That Have Not Vested ($) (2)	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 ($) (2)
Jen-Hsun Huang	50,000	—	17.62	3/17/2021	—		—	—		—
	250,000	—	14.465	9/20/2021	—		—	—		—
	300,000	—	14.46	3/20/2022	—		—	—		—
	300,000	—	13.71	9/18/2022	—		—	—		—
	237,500	—	12.62	3/19/2023	—		—	—		—
	237,500	—	16.00	9/17/2023	—		—	—		—
	—	—	—	—	6,329	(3)	3,288,485	—		—
	—	—	—	—	8,707	(4)	4,524,070	—		—
	—	—	—	—	24,407	(5)	12,681,633	—		—
	—	—	—	—	23,100	(6)	12,002,529	—		—
	—	—	—	—	58,090	(7)	30,182,983	—		—
	—	—	—	—	—		—	33,000	(8)	17,146,470
	—	—	—	—	—		—	29,044	(9)	15,090,972
Colette M. Kress	—	—	—	—	375	(10)	194,846	—		—
	—	—	—	—	2,438	(3)	1,266,760	—		—
	—	—	—	—	694	(11)	360,595	—		—
	—	—	—	—	2,528	(4)	1,313,524	—		—
	—	—	—	—	868	(12)	451,004	—		—
	—	—	—	—	1,068	(13)	554,922	—		—
	—	—	—	—	7,100	(5)	3,689,089	—		—
	—	—	—	—	4,444	(14)	2,309,058	—		—
	—	—	—	—	10,534	(15)	5,473,361	—		—
	—	—	—	—	1,800	(6)	935,262	—		—
	—	—	—	—	28,968	(7)	15,051,483	—		—
	—	—	—	—	—		—	2,600	(8)	1,350,934
	—	—	—	—	—		—	2,634	(9)	1,368,600
Ajay K. Puri	—	—	—	—	391	(10)	203,160	—		—
	—	—	—	—	2,500	(3)	1,298,975	—		—
	—	—	—	—	722	(11)	375,144	—		—
	—	—	—	—	2,585	(4)	1,343,140	—		—
	—	—	—	—	907	(12)	471,268	—		—
	—	—	—	—	1,116	(13)	579,862	—		—
	—	—	—	—	7,267	(5)	3,775,861	—		—
	—	—	—	—	4,669	(14)	2,425,966	—		—
	—	—	—	—	9,915	(15)	5,151,735	—		—
	—	—	—	—	1,800	(6)	935,262	—		—
	—	—	—	—	27,264	(7)	14,166,102	—		—
	—	—	—	—	—		—	2,600	(8)	1,350,934
	—	—	—	—	—		—	2,480	(9)	1,288,583
Debora Shoquist	—	—	—	—	266	(10)	138,211	—		—
	—	—	—	—	1,813	(3)	942,017	—		—
	—	—	—	—	497	(11)	258,236	—		—
	—	—	—	—	1,882	(4)	977,868	—		—
	—	—	—	—	610	(12)	316,950	—		—


Debora Shoquist (con’t)	—	—	—	—	749	(13)	389,173	—		—
	—	—	—	—	5,270	(5)	2,738,239	—		—
	—	—	—	—	3,094	(14)	1,607,611	—		—
	—	—	—	—	9,140	(15)	4,749,053	—		—
	—	—	—	—	1,400	(6)	727,426	—		—
	—	—	—	—	25,134	(7)	13,059,375	—		—
	—	—	—	—	—		—	2,000	(8)	1,039,180
	—	—	—	—	—		—	2,286	(9)	1,187,783
Timothy S. Teter	—	—	—	—	3,044	(10)	1,581,632	—		—
	—	—	—	—	407	(12)	211,473	—		—
	—	—	—	—	1,601	(4)	831,864	—		—
	—	—	—	—	499	(13)	259,275	—		—
	—	—	—	—	2,082	(14)	1,081,786	—		—
	—	—	—	—	4,438	(5)	2,305,940	—		—
	—	—	—	—	6,042	(15)	3,139,363	—		—
	—	—	—	—	1,400	(6)	727,426	—		—
	—	—	—	—	16,614	(7)	8,632,468	—		—
	—	—	—	—	—		—	2,000	(8)	1,039,180
	—	—	—	—	—		—	1,512	(9)	785,620


Name	Unvested RSUs and PSUs at January 31, 2021 (#) (1)	Total Estimated Benefit ($) (1)
Jen-Hsun Huang	134,933	70,109,837
Colette M. Kress	48,050	24,966,300
Ajay K. Puri	47,144	24,495,551
Debora Shoquist	38,731	20,124,240
Timothy S. Teter	28,876	15,003,681