Nvidia Corp PRE 14A, filed Apr 8, 2022

Nvidia Corp (NVDA)

PRE 14A 2022-04-08 For: 2022-06-02

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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 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:			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.


			PAGE
DEFINITIONS			1
BUSINESS OVERVIEW			2
PROXY SUMMARY			3
PROXY STATEMENT			8
Information About the Meeting			8
Proposal 1—Election of Directors			12
Director Qualifications and Nomination of Directors			13
Our Director Nominees			16
Information About the Board of Directors and Corporate Governance			24
Independence of the Members of the Board of Directors			24
Board Leadership Structure			24
Role of the Board in Risk Oversight			24
Corporate Governance Policies of the Board of Directors			25
Stockholder Communications with the Board of Directors			26
Majority Vote Standard			26
Board Meeting Information			27
Committees of the Board of Directors			27
Environmental, Social and Corporate Governance			30
Director Compensation			33
Review of Transactions with Related Persons			35
Security Ownership of Certain Beneficial Owners and Management			36
Proposal 2—A dvisory A pproval of Executive Compensation			38
Executive Compensation			39
Compensation Discussion and Analysis			39
Risk Analysis of Our Compensation Plans			50
Summary Compensation Table for Fiscal 2022, 2021, and 2020			52
Grants of Plan-Based Awards for Fiscal 2022			53
Outstanding Equity Awards as of January 30, 2022			54
Option Exercises and Stock Vested in Fiscal 2022			56
Employment, Severance and Change-in-Control Arrangements			56
Potential Payments Upon Termination or Change-in-Control			57
Pay Ratio			58
Compensation Committee Interlocks and Insider Participation			58
Compensation Committee Report			58
Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 202 3			59
Fees Billed by the Independent Registered Public Accounting Firm			60
Report of the Audit Committee of the Board of Directors			61
Proposal 4—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			62
Proposal 5—Approval of an Amendment and Restatement of our Amended and Restated 2007 Equity Incentive Plan to Increase the Share Reserve by 51.5 Million Shares			64
Equity Compensation Plan Information			76
Additional Information			77
Delinquent Section 16(a) Reports			77
Other Matters			77
APPENDIX A—Certificate of Amendment of Restated Certificate of Incorporation			A-1
APPENDIX B —Amended and Restated 2007 Equity Incentive Plan			B-1


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
ASC 718			FASB Accounting Standards Codification Topic 718
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 Restated Certificate of Incorporation
Company			NVIDIA Corporation, a Delaware corporation
Control Number			Identification number for each stockholder included in Notice or proxy card
CSR			Corporate social responsibility
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 2022 filed with the SEC on March 18, 2022
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 2022
Non-GAAP Operating Income			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
Notice			Notice of Internet Availability of Proxy Materials
NYSE			New York Stock Exchange
PACs			Political action committees
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
Section 162(m)			Section 162(m) of the Internal Revenue Code
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


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


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


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


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.


•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


						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
						Senior Leadership & Operations Experience
						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: 64
						Director Since: 1993
						Committees: 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. 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
						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 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
						Senior Leadership & Operations Experience
						Industry & Technical
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Human Capital Management Experience
						Diversity


						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
						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


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.


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.


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Total ($)
Robert K. Burgess	82,500	301,381	383,881
Tench Coxe	82,500	301,381	383,881
John O. Dabiri	82,500	301,381	383,881
Persis S. Drell	82,500	301,381	383,881
Dawn Hudson	82,500	301,381	383,881
Harvey C. Jones	82,500	301,381	383,881
Michael G. McCaffery	82,500	301,381	383,881
Stephen C. Neal	82,500	301,381	383,881
Mark L. Perry	82,500	301,381	383,881
A. Brooke Seawell	82,500	301,381	383,881
Aarti Shah	82,500	301,381	383,881
Mark A. Stevens	82,500	301,381	383,881


Name	RSUs	Name	RSUs
Robert K. Burgess	860	Michael G. McCaffery	860
Tench Coxe	860	Stephen C. Neal	1,808
John O. Dabiri	2,100	Mark L. Perry	860
Persis S. Drell	860	A. Brooke Seawell	860
Dawn Hudson	860	Aarti Shah	1,996
Harvey C. Jones	860	Mark A. Stevens	860


						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)
						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. 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
						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 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)
						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: 73
						Director Since: 2019
						Committees: 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: 66
						Director Since: 2005
						Committees: 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 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)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Human Capital Management Experience


						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
						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: 62
						Director Since: 2008 (previously served 1993-2006)
						Committees: AC, NCGC
						Independent Director
						Other Current Public Company Boards: None
						Industry & Technical
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models


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.


Name of Beneficial Owner	Shares Owned		Shares Issuable Within 60 Days	Total Shares Beneficially Owned	Percent
NEOs:
Jen-Hsun Huang	84,421,722	(1)	3,100,000	87,521,722	3.50%
Colette M. Kress	447,471	(2)	—	447,471	*
Ajay K. Puri	314,654	(3)	—	314,654	*
Debora Shoquist	283,840	(4)	—	283,840	*
Timothy S. Teter	170,459	(5)	—	170,459	*
Directors, not including Mr. Huang:
Robert K. Burgess	27,280		860	28,140	*
Tench Coxe	4,384,664	(6)	860	4,385,524	*
John O. Dabiri	2,812		860	3,672	*
Persis S. Drell	40,980		860	41,840	*
Dawn Hudson	101,148		—	101,148	*
Harvey C. Jones	989,444	(7)	—	989,444	*
Michael G. McCaffery	19,016	(8)	—	19,016	*
Stephen C. Neal	5,008	(9)	860	5,868	*
Mark L. Perry	170,664	(10)	860	171,524	*
A. Brooke Seawell	500,000	(11)	860	500,860	*
Aarti Shah	—		—	—	*
Mark A. Stevens	6,257,943	(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 LLC	158,039,922	(16)	—	158,039,922	6.31%


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.


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 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


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*


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 ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)		Total ($)
Jen-Hsun Huang	2022	996,216	18,660,407	4,000,000	81,038	(3)	23,737,661
President and CEO	2021	1,017,355	15,279,780	3,000,000	19,266	(4)	19,316,401
	2020	996,514	9,676,920	805,444	13,402	(4)	11,492,280
Colette M. Kress	2022	896,595	8,269,020	600,000	10,312	(5)	9,775,927
Executive Vice President and CFO	2021	915,620	6,595,691	600,000	9,731	(5)	8,121,042
	2020	896,863	3,307,188	219,667	9,122	(5)	4,432,840
Ajay K. Puri	2022	946,406	7,892,819	1,300,000	33,493	(4)	10,172,718
Executive Vice President, Worldwide Field Operations	2021	966,487	6,208,052	1,300,000	33,388	(4)	8,507,927
	2020	946,689	3,410,921	475,944	23,151	(4)	4,856,705
Debora Shoquist	2022	846,784	6,483,557	500,000	21,478	(5)	7,851,819
Executive Vice President, Operations	2021	864,752	5,722,904	500,000	21,581	(5)	7,109,237
	2020	847,037	2,407,200	183,056	20,478	(5)	3,457,771
Timothy S. Teter	2022	846,784	6,483,557	500,000	12,402	(5)	7,842,743
Executive Vice President, General Counsel and Secretary	2021	864,752	3,783,191	500,000	9,921	(5)	5,157,864
	2020	847,037	1,918,173	183,056	9,122	(5)	2,957,388


Name		Grant Date	Approval 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 ($) (2)
	Type of Award				Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jen-Hsun Huang	SY PSU	3/16/21	3/15/21	(3)		—		35,020	70,040	105,060	—		9,264,716	(4)
	MY PSU	3/16/21	3/15/21	(5)		—		17,508	70,040	105,060	—		9,395,691
	Variable Cash Plan	3/15/21	3/15/21		1,000,000	2,000,000	4,000,000		—		—		—
Colette M. Kress	SY PSU	3/16/21	3/16/21	(3)		—		16,948	33,900	67,800	—		4,484,207	(4)
	MY PSU	3/16/21	3/16/21	(5)		—		772	3,080	6,160	—		523,908
	RSU	3/16/21	3/16/21			—			—		24,652	(6)	3,260,905
	Variable Cash Plan	3/15/21	3/15/21		150,000	300,000	600,000		—		—		—
Ajay K. Puri	SY PSU	3/16/21	3/15/21	(3)		—		16,176	32,356	64,712	—		4,279,971	(4)
	MY PSU	3/16/21	3/15/21	(5)		—		736	2,940	5,880	—		500,094
	RSU	3/16/21	3/15/21			—			—		23,532	(6)	3,112,754
	Variable Cash Plan	3/15/21	3/15/21		325,000	650,000	1,300,000		—		—		—
Debora Shoquist	SY PSU	3/16/21	3/16/21	(3)		—		13,288	26,580	53,160	—		3,515,936	(4)
	MY PSU	3/16/21	3/16/21	(5)		—		604	2,416	4,832	—		410,962
	RSU	3/16/21	3/16/21			—			—		19,328	(6)	2,556,660
	Variable Cash Plan	3/15/21	3/15/21		125,000	250,000	500,000		—		—		—
Timothy S. Teter	SY PSU	3/16/21	3/15/21	(3)		—		13,288	26,580	53,160	—		3,515,936	(4)
	MY PSU	3/16/21	3/15/21	(5)		—		604	2,416	4,832	—		410,962
	RSU	3/16/21	3/15/21			—			—		19,328	(6)	2,556,660
	Variable Cash Plan	3/15/21	3/15/21		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	292,340	—	3.615	3/20/2022	—		—	—		—
	1,200,000	—	3.4275	9/18/2022	—		—	—		—
	950,000	—	3.155	3/19/2023	—		—	—		—
	950,000	—	4.000	9/17/2023	—		—	—		—
	—	—	—	—	6,968	(3)	1,591,491	—		—
	—	—	—	—	54,240	(4)	12,388,416	—		—
	—	—	—	—	132,000	(5)	30,148,800	—		—
	—	—	—	—	130,704	(6)	29,852,794	—		—
	—	—	—	—	105,060	(7)	23,995,704	—		—
	—	—	—	—	—		—	116,176	(8)	26,534,598
	—	—	—	—	—		—	105,060	(9)	23,995,704
Colette M. Kress	—	—	—	—	696	(10)	158,966	—		—
	—	—	—	—	2,024	(3)	462,282	—		—
	—	—	—	—	1,832	(11)	418,429	—		—
	—	—	—	—	9,876	(12)	2,255,678	—		—
	—	—	—	—	15,780	(4)	3,604,152	—		—
	—	—	—	—	10,400	(5)	2,375,360	—		—
	—	—	—	—	23,704	(13)	5,413,994	—		—
	—	—	—	—	65,184	(6)	14,888,026	—		—
	—	—	—	—	20,032	(14)	4,575,309	—		—
	—	—	—	—	67,800	(7)	15,485,520	—		—
	—	—	—	—	—		—	10,536	(8)	2,406,422
	—	—	—	—	—		—	6,160	(9)	1,406,944
Ajay K. Puri	—	—	—	—	728	(10)	166,275	—		—
	—	—	—	—	2,068	(3)	472,331	—		—
	—	—	—	—	1,916	(11)	437,614	—		—
	—	—	—	—	10,376	(12)	2,369,878	—		—
	—	—	—	—	16,148	(4)	3,688,203	—		—
	—	—	—	—	10,400	(5)	2,375,360	—		—
	—	—	—	—	22,312	(13)	5,096,061	—		—
	—	—	—	—	61,344	(6)	14,010,970	—		—
	—	—	—	—	19,120	(14)	4,367,008	—		—
	—	—	—	—	64,712	(7)	14,780,221	—		—
	—	—	—	—	—		—	9,920	(8)	2,265,728
	—	—	—	—	—		—	5,880	(9)	1,342,992
Debora Shoquist	—	—	—	—	488	(10)	111,459	—		—
	—	—	—	—	1,508	(3)	344,427	—		—
	—	—	—	—	1,284	(11)	293,266	—		—
	—	—	—	—	6,876	(12)	1,570,478	—		—
	—	—	—	—	11,712	(4)	2,675,021	—		—
	—	—	—	—	8,000	(5)	1,827,200	—		—
	—	—	—	—	20,568	(13)	4,697,731	—		—
	—	—	—	—	56,552	(6)	12,916,477	—		—
	—	—	—	—	15,704	(14)	3,586,794	—		—
	—	—	—	—	53,160	(7)	12,141,744	—		—
	—	—	—	—	—		—	9,144	(8)	2,088,490
	—	—	—	—	—		—	4,832	(9)	1,103,629


Timothy S. Teter	—	—	—	—	328	(10)	74,915	—		—
	—	—	—	—	1,284	(3)	293,266	—		—
	—	—	—	—	856	(11)	195,510	—		—
	—	—	—	—	4,628	(12)	1,057,035	—		—
	—	—	—	—	9,864	(4)	2,252,938	—		—
	—	—	—	—	8,000	(5)	1,827,200	—		—
	—	—	—	—	13,596	(13)	3,105,326	—		—
	—	—	—	—	37,384	(6)	8,538,506	—		—
	—	—	—	—	15,704	(14)	3,586,794	—		—
	—	—	—	—	53,160	(7)	12,141,744	—		—
	—	—	—	—	—		—	6,048	(8)	1,381,363
	—	—	—	—	—		—	4,832	(9)	1,103,629


Name	Unvested RSUs and PSUs at January 30, 2022 (#) (1)	Total Estimated Benefit ($) (1)
Jen-Hsun Huang	497,444	113,616,210
Colette M. Kress	186,576	42,613,958
Ajay K. Puri	179,468	40,990,491
Debora Shoquist	152,260	34,776,184
Timothy S. Teter	119,664	27,331,258


Name	Estimated SY PSUs Granted in Fiscal 2022 at Base Operating Plan Performance (#)	Value of Estimated SY PSUs Granted in Fiscal 2022 at Base Operating Plan Performance ($)	Actual SY PSUs Granted in Fiscal 2022 Eligible to Vest (#)	Value of Actual SY PSUs Granted in Fiscal 2022 Eligible to Vest ($)
Jen-Hsun Huang	70,040	15,997,136	105,060	23,995,704
Colette M. Kress	33,900	7,742,760	67,800	15,485,520
Ajay K. Puri	32,356	7,390,110	64,712	14,780,221
Debora Shoquist	26,580	6,070,872	53,160	12,141,744
Timothy S. Teter	26,580	6,070,872	53,160	12,141,744