Nvidia Corp DEF 14A, filed May 14, 2024

Nvidia Corp (NVDA)

DEF 14A 2024-05-14 For: 2024-06-26

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Added on June 12, 2026

About this DEF 14A

Nvidia Corp filed this DEF 14A on May 14, 2024.

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¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			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:			Wednesday, June 26, 2024 at 9:00 a.m. Pacific Daylight Time

Location:			Virtually at www.virtualshareholdermeeting.com/NVDA2024

Items of business:			•Election of twelve 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 2025 •A stockholder proposal, if properly presented at the 2024 Meeting •Transaction of other business properly brought before the meeting

Record date:			You can attend and vote at the 2024 Meeting if you were a stockholder of record at the close of business on April 29, 2024.

Virtual meeting admission:			We will be holding the 2024 Meeting virtually at www.virtualshareholdermeeting.com/NVDA2024. 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 2024 Meeting, we have established a pre-meeting forum located at www.proxyvote.com where you can submit advance questions.


			Page

DEFINITIONS			3
BUSINESS OVERVIEW			4
PROXY SUMMARY			6
PROXY STATEMENT			11
Information About the 202 4 Meeting			11
Proposal 1—Election of Directors			15
Director Qualifications and Nomination of Directors			16
Our Director Nominees			19
Information About the Board of Directors and Corporate Governance			25
Independence of the Members of the Board of Directors			25
Board Leadership Structure			25
Committees of the Board of Directors			27
Role of the Board in Risk Oversight			29
Corporate Governance Policies of the Board of Directors			30
Stockholder Communications with the Board of Directors			32
Majority Vote Standard			32
Stockholder Special Meeting Right			32
Board Meeting Information			33
Corporate Sustainability			34
Director Compensation			37
Review of Transactions with Related Persons			39
Security Ownership of Certain Beneficial Owners and Management			40
Proposal 2—Advisory Approval of Executive Compensation			42
Executive Compensation			43
Compensation Discussion and Analysis			43
Risk Analysis of Our Compensation Plans			55
Summary Compensation Table for Fiscal 202 4 , 202 3 , and 202 2			56
Grants of Plan-Based Awards for Fiscal 202 4			57
Outstanding Equity Awards as of January 2 8 , 202 4			58
Option Exercises and Stock Vested in Fiscal 202 4			59
Employment, Severance , and Change-in-Control Arrangements			59
Potential Payments Upon Termination or Change-in-Control			60
Pay Ratio			60
Pay Versus Performance			61
Compensation Committee Interlocks and Insider Participation			64
Compensation Committee Report			64
Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2025			65
Fees Billed by the Independent Registered Public Accounting Firm			66
Report of the Audit Committee of the Board of Directors			67
Proposal 4—Stockholder Proposal: Simple Majority Vote			68
Equity Compensation Plan Information			70
Additional Information			70
Delinquent Section 16(a) Reports			70
Other Matters			70


2007 Plan			NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
AC			Audit Committee of the Board
Additional SY PSUs			PSUs based on annual Non-GAAP Gross Margin performance, with a single-year performance metric (assuming a certain level of annual Non-GAAP Operating Income), vesting over four years
ASC 718			FASB Accounting Standards Codification Topic 718: Compensation - Stock Compensation
Base Compensation Plan			Performance goal necessary to earn the target award under the Variable Cash Plan and for the target numbers of SY PSUs and MY PSUs to become eligible to vest
Board			The Company’s board of directors
Bylaws			The Company’s Amended and Restated Bylaws
CAP			“Compensation actually paid,” as defined under Item 402(v) of Regulation S-K
CC			Compensation Committee of the Board
CD&A			Compensation Discussion and Analysis
CEO			Chief Executive Officer
CFO			Chief Financial Officer
Charter			The Company’s Restated Certificate of Incorporation
Control Number			Identification number for each stockholder included in Notice or proxy card
CS			Corporate sustainability
ERM			Enterprise risk management
ESPP			NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
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 2024 filed with the SEC on February 21, 2024
GAAP			Generally accepted accounting principles in the United States
Internal Revenue Code			U.S. Internal Revenue Code of 1986, as amended
Lead Director			Lead independent director
Meeting			Annual Meeting of Stockholders
MY PSUs			Multi-year PSUs with a three-year performance metric, vesting after three years
Nasdaq			The Nasdaq Stock Market LLC
NCGC			Nominating and Corporate Governance Committee of the Board
NEOs			Named Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated executive officers as of the end of Fiscal 2024
Non-GAAP Gross Margin			GAAP gross margin, as the Company reports in its SEC filings, excluding acquisition-related and other costs, stock-based compensation expense and IP-related costs. Please see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results
Non-GAAP Operating Income			GAAP operating income, as the Company reports in its SEC filings, excluding stock-based compensation expense, acquisition termination cost, acquisition-related and other costs, restructuring costs and other, IP-related and legal settlement costs, and other. Please see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results
Notice			Notice of Internet Availability of Proxy Materials
NVIDIA, Company, we, us, our			NVIDIA Corporation, a Delaware corporation
NYSE			New York Stock Exchange
PSU			Performance stock unit
PwC			PricewaterhouseCoopers LLP
RBA			Responsible Business Alliance
RSU			Restricted stock unit
S&P 500			Standard & Poor’s 500 Composite Index
SEC			U.S. Securities and Exchange Commission
Section 162(m)			Section 162(m) of the Internal Revenue Code
Securities Act			Securities Act of 1933, as amended
Stretch Compensation Plan			Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum numbers of SY PSUs, Additional SY PSUs, and MY PSUs to become eligible to vest
SY PSUs			PSUs based on annual Non-GAAP Operating Income performance with a single-year performance metric, vesting over four years
Threshold			Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs, Additional SY PSUs, and MY PSUs to become eligible to vest
TSR			Total shareholder return
Variable Cash Plan			The Company’s variable cash compensation plan


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


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



Data Center	Gaming	Professional Visualization	Automotive
$47.5 billion revenue	$10.4 billion revenue	$1.6 billion revenue	$1.1 billion revenue
up 217% year on year	up 15% year on year	up 1% year on year	up 21% year on year


Fiscal 2024 Shareholder Returns

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

*Represents cumulative stock price appreciation with dividends reinvested and is measured for the applicable fiscal year periods based on the closing price ($610.31) of NVIDIA’s common stock on January 26, 2024, the last trading day before the end of our Fiscal 2024, as reported by Nasdaq.


ü All Board members independent, except for our CEO ü Independent Lead Director ü Proxy access ü Declassified Board ü Majority voting for directors ü Active Board oversight of enterprise risk and risk management ü Stockholders can call a special meeting			ü 75% or greater attendance by each Board member at meetings of the Board and applicable committees ü Independent directors frequently meet in executive sessions ü At least annual Board and committee self-assessments ü Annual stockholder outreach, including Lead Director participation ü Stock ownership guidelines for our directors and NEOs


What am I voting on? Electing the 12 director nominees identified below to hold office until the 2025 Meeting and until his or her successor is elected or appointed. Vote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes. Effect of abstentions: None. Effect of broker non-votes: None.


•Integrity and candor •Independence •Senior leadership and operational experience •Professional, technical and industry knowledge •Financial expertise •Financial community experience (including as an investor in other companies) •Marketing, communications and brand management background •Governance and public company board experience •Experience with emerging technologies and new business models •Regulatory, legal, and risk management expertise, including in cybersecurity matters			•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 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: 66
						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 a 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 serves on the board of directors of Artisan Partners Asset Management Inc., an institutional money management firm. He was a director 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.
						Former Managing Director, Sutter Hill Ventures
						Age: 66
						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 previously served as Chair 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 previously served 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: 44
						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 is a Professor of Materials Science and Engineering and Professor of Physics of Stanford University. 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 and the Provost of Stanford University from 2017 to 2023. 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.
						Professor of Materials Science and Engineering and Physics, and Former Provost, Stanford University
						Age: 68
						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. Since its founding, NVIDIA has pioneered accelerated computing. The company’s invention of the GPU in 1999 sparked the growth of the PC gaming market, redefined computer graphics, and ignited the era of modern AI. NVIDIA is now driving the platform shift of accelerated computing and generative AI, transforming the world's largest industries and profoundly impacting society. Mr. Huang has been elected to the National Academy of Engineering and is a recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award; the 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 has been named the world’s best CEO by Fortune, the Economist, and Brand Finance, as well as one of TIME magazine’s 100 most influential people. Prior to founding NVIDIA, Mr. Huang worked at LSI Logic, a semiconductor and software company, and Advanced Micro Devices, a global semiconductor company. He 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: 61
						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


						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 Group Inc. Ms. Hudson currently serves on the board of directors of The Interpublic Group of Companies, Inc., an advertising holding company, and a private skincare company. She was a director of P.F. Chang’s China Bistro, Inc., a restaurant chain, from 2010 to 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 to 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 to 2015; of Amplify Snack Brands, Inc., a snack food company, from 2014 to 2018; and of Modern Times Group MTG AB, a gaming company, from 2020 to 2023. 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.
						Former Chief Marketing Officer, National Football League
						Age: 66
						Director Since: 2013
						Committees: CC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •The Interpublic Group of Companies, Inc. (since 2011)
						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: 71
						Director Since: 1993
						Committees: AC, 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


						MELISSA B. LORA			Melissa B. Lora has served in several senior executive roles over her 31-year career at Taco Bell Corp., a subsidiary of Yum! Brands, Inc., one of the world’s largest restaurant companies, including as President of Taco Bell International at her retirement in 2018 and Global Chief Financial and Development Officer and Chief Financial and Development Officer at Taco Bell Corp. Ms. Lora served on the board of directors of KB Home, a homebuilding company, from 2004 to April 2024, and was a lead independent director thereof from 2016. She has served on the board of directors of Conagra Brands, Inc., a consumer packaged goods holding company, since 2019 and is the chair of the audit & finance committee. Ms. Lora previously served on the board of directors of MGIC Investment Corporation from 2018 to 2022. Ms. Lora holds a BS degree in Finance from California State University-Long Beach and an MBA degree emphasizing Corporate Finance from the University of Southern California. Ms. Lora brings to the Board senior management and operating experience as well as finance experience gained in a large corporate setting. She also has considerable corporate governance experience, gained from over two decades of serving on the boards of public companies in a variety of industries.
						Former President, Taco Bell International
						Age: 61
						Director Since: 2023
						Committees: AC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •Conagra Brands, Inc. (since 2019)
						Senior Leadership & Operations Experience
						Financial/Financial Community
						Governance & Public Company Board
						Emerging Technologies & Business Models
						Marketing, Communications & Brand Management
						Human Capital Management Experience
						Diversity


						STEPHEN C. NEAL			Stephen C. Neal serves as Chairman Emeritus and Senior Counsel of the law firm Cooley LLP, 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 and as Chairman from 2011 to 2021. Mr. Neal also is Chairman of the Oversight Board Trust, a perpetual Delaware special purpose trust. Previously, Mr. Neal served as Chairman of the boards of the William and Flora Hewlett Foundation and of the Monterey Bay Aquarium. 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: 75
						Director Since: 2019
						Committees: NCGC
						Lead Director
						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


						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 Tenable Holdings, Inc., a cybersecurity company, and 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, of Tableau Software, Inc., a business intelligence software company, from 2011 to 2019, and of Eargo, Inc., a medical device company, from 2020 to 2022. 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: 76
						Director Since: 1997
						Committees: AC
						Independent Director
						Financial Expert
						Other Current Public Company Boards: •Tenable Holdings, Inc. (since 2017)
						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 27.5 years and served in several functional and business leadership roles, most recently as senior vice president and chief information and digital officer, as well 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 Sandoz International GmbH, a pharmaceutical company, since 2023. Dr. Shah has served on the board of trustees of Northwestern Mutual since 2020. She also serves as a trustee of the non-profit organization, 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, data sciences, and digital health.
						Former Senior Vice President & Chief Information and Digital Officer, Eli Lilly and Company
						Age: 59
						Director Since: 2020
						Committees: AC, CC *
						Independent Director
						Other Current Public Company Boards:
						•Sandoz International GmbH
						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. Mr. Stevens is a Trustee of the University of Southern California. He 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: 64
						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


Duties of Our Lead Director
ü			Determining an appropriate schedule of Board meetings and seeking to ensure that the independent members of the Board can perform their duties responsibly while not interfering with the flow of our operations
ü			Working with the CEO, and seeking input from other directors and relevant management, as to the preparation of the agendas for Board meetings
ü			Advising the CEO on a regular basis as to the quality, quantity, and timeliness of the flow of information requested by the Board from our management with the goal of providing what is necessary for the independent members of the Board to effectively and responsibly perform their duties, and, although our management is responsible for the preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material
ü			Coordinating, developing the agenda for, and moderating executive sessions of the independent members of the Board and acting as principal liaison between them and the CEO on sensitive issues
ü			Presiding over Board meetings when the CEO is not present
ü			Convening meetings of the independent directors, as necessary or appropriate
ü			Being available to engage with stockholders, as necessary or appropriate
ü			Performing such other duties as the Board may determine from time to time


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)		Total ($)
Robert K. Burgess	85,000	274,268		359,268
Tench Coxe	85,000	274,268		359,268
John O. Dabiri	85,000	274,268		359,268
Persis S. Drell	85,000	274,268		359,268
Dawn Hudson	85,000	274,268		359,268
Harvey C. Jones	85,000	274,268		359,268
Melissa B. Lora (2)	56,000	525,372	(3)	581,372
Michael G. McCaffery	85,000	274,268		359,268
Stephen C. Neal	85,000	274,268		359,268
Mark L. Perry	85,000	274,268		359,268
A. Brooke Seawell	85,000	274,268		359,268
Aarti Shah	85,000	274,268		359,268
Mark A. Stevens	85,000	274,268		359,268


Name	RSUs	Name	RSUs
Robert K. Burgess	325	Michael G. McCaffery	325
Tench Coxe	325	Stephen C. Neal	325
John O. Dabiri	325	Mark L. Perry	325
Persis S. Drell	325	A. Brooke Seawell	325
Dawn Hudson	325	Aarti Shah	325
Harvey C. Jones	325	Mark A. Stevens	325
Melissa B. Lora	815


Name of Beneficial Owner	Shares Owned		Shares Issuable Within 60 Days	Total Shares Beneficially Owned	Percent
NEOs:
Jen-Hsun Huang	93,463,791	(1)	—	93,463,791	3.79%
Colette M. Kress	515,421	(2)	—	515,421	*
Ajay K. Puri	409,688	(3)	—	409,688	*
Debora Shoquist	201,610	(4)	—	201,610	*
Timothy S. Teter	231,305	(5)	—	231,305	*
Directors, not including Mr. Huang:
Robert K. Burgess	29,903		325	30,228	*
Tench Coxe	3,785,524	(6)	—	3,785,524	*
John O. Dabiri	1,730		325	2,055	*
Persis S. Drell	28,503	(7)	325	28,828	*
Dawn Hudson	70,175		325	70,500	*
Harvey C. Jones	743,328	(8)	—	743,328	*
Melissa B. Lora	—	(9)	—	—	*
Michael G. McCaffery	10,068	(10)	—	10,068	*
Stephen C. Neal	15,386	(11)	—	15,386	*
Mark L. Perry	138,287	(12)	325	138,612	*
A. Brooke Seawell	501,763	(13)	325	502,088	*
Aarti Shah	—	(14)	—	—	*
Mark A. Stevens	4,102,556	(15)	325	4,102,881	*
Directors and executive officers as a group (18 persons)	104,249,038	(16)	2,275	104,251,313	4.23%
5% Stockholders:
The Vanguard Group, Inc.	204,504,938	(17)	—	204,504,938	8.30%
BlackRock, Inc.	180,593,555	(18)	—	180,593,555	7.33%
FMR LLC	127,855,229	(19)	—	127,855,229	5.19%


What am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2024 NEO compensation. Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. Effect of abstentions: Same as a vote AGAINST. Effect of broker non-votes: None.


Fiscal 2024 Revenue	Fiscal 2024 Non-GAAP Operating Income (1)	Fiscal 2024 Non-GAAP Gross Margin (1)	3-Year TSR Relative to S&P 500 (Fiscal 2022 to 2024) (2)
$60.9 billion	$37.1 billion	73.8%	276% (99th Percentile of S&P 500)


What We Do						What We Don’t Do
üEmphasize at-risk, performance-based compensation, with simple, objective goals for those components of pay üInclude multi-year PSU awards üUse annual and 3-year performance targets to determine PSU awards earned üSet rigorous performance goals that are informed by the Company’s operating plan üRequire NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards üEvaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate üMitigate compensation risks 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 X Provide tax gross-ups 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


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


	Revenue (in billions)	Market Capitalization (in billions)
Fiscal 2024 Peer Group 75th Percentile	$44.17	$168.46
Fiscal 2024 Peer Group Median	$29.58	$131.01
Fiscal 2024 Peer Group 25th Percentile	$22.17	$114.94
NVIDIA	$28.57	$335.94


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, as well as our prior financial performance and resulting impact on our executives’ compensation 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, and 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, including from executive compensation, to maintain a responsible cost structure for our compensation programs *


	Fiscal 2024
GAAP gross profit	$44,301
GAAP gross margin	72.7	%
Acquisition-related and other costs	477
Stock-based compensation expense	141
IP-related costs	40
Non-GAAP gross profit	44,959
Non-GAAP Gross Margin	73.8	%