DEF 14A of Nvidia Corp, Apr 6, 2018

DEF 14A of Nvidia Corp

Filed Apr 6, 2018 · FY20180001045810-18-000047

Open on EDGAR

  1. Election of Directors (Proposal 1)

    Election of Directors (Proposal 1) The following table provides summary information about each director nominee:

  2. Election of Directors (Proposal 1)

    | Name | Age | Director Since | Occupation | Financial Expert | Committee Membership Effective March 2018 | | Robert K. Burgess | 60 | 2011 | Independent Consultant | ü | CC | | Tench Coxe | 60 | 1993 | Managing Director, Sutter Hill Ventures | | CC | | Persis S. Drell | 62 | 2015 | Provost, Stanford University | | CC | | James C. Gaither | 80 | 1998 | Managing Director, Sutter Hill Ventures | | NCGC | | Jen-Hsun Huang | 55 | 1993 | President & CEO, NVIDIA Corporation | | | | Dawn Hudson | 60 | 2013 | Chief Marketing Officer, National Football League | ü | AC | | Harvey C. Jones | 65 | 1993 | Managing Partner, Square Wave Ventures | ü | CC, NCGC | | Michael G. McCaffery | 64 | 2015 | Chairman & Managing Director, Makena Capital Management | ü | AC | | Mark L. Perry (1) | 62 | 2005 | Independent Consultant | ü | AC, NCGC | | A. Brooke Seawell | 70 | 1997 | Venture Partner, New Enterprise Associates | ü | CC | | Mark A. Stevens | 58 | 2008(2) | Managing Partner, S-Cubed Capital | | AC, NCGC |

  3. Election of Directors (Proposal 1)

    (1) Lead Director (2) Mr. Stevens previously served as a member of our Board from 1993 until 2006 Board Overview and Recent Refreshment Our director nominees exhibit a variety of competencies, professional experience and backgrounds, and contribute diverse viewpoints and perspectives to our well-rounded Board. While the Board benefits from the extensive experience and institutional knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas by appointing three new directors in the last five years. Below are the skills and competencies that our NCGC and Board consider important for our directors to have in light of our current business, and the number of directors that possess these competencies: Corporate Governance Highlights Our Board is committed to strong corporate governance, which is used to promote the long-term interest of NVIDIA and our stockholders. We seek a collaborative approach to stockholder issues that affect our business and to ensure that our stockholders see our governance and executive pay practices as well-structured. Last year, our management contacted our top 30 institutional stockholders (except for brokerage firms and institutional stockholders who we know do not engage in individual conversations with companies), representing an aggregate ownership of 48%, to gain valuable insights into their views on corporate governance, executive compensation and corporate social responsibility issues. We met with stockholders holding in total 33% of our common stock in the Fall of 2017. A member of our Board attended these meetings. Highlights of our corporate governance practices include:

  4. Election of Directors (Proposal 1)

    | üProxy access üDeclassified Board üMajority voting for directors üActive Board oversight of risk and risk management üStock ownership guidelines for our directors and executive officers ü75% or greater attendance by each Board member at meetings of the Board and applicable committees* | üIndependent Lead Director üAll Board members independent, except for our CEO üAt least annual Board and committee self-assessments üAnnual stockholder outreach, including NCGC participation üIndependent directors frequently meet in executive sessions |

  5. Election of Directors (Proposal 1)

    * With the exception of William J. Miller, whose attendance fell below 75% due to illness. Mr. Miller passed away in December 2017.

  6. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  7. Proposal 1—Election of Directors

    | What am I voting on? Electing the 11 director nominees identified below to hold office until the 2019 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. |

  8. Proposal 1—Election of Directors

    Our Board has 11 members. All of our directors have one-year terms and stand for election annually. Our nominees include 10 independent directors, as defined by the rules and regulations of NASDAQ, and one NVIDIA officer: Mr. Huang, who serves as our President and CEO. Each of the nominees listed below is currently a director of NVIDIA previously elected by our stockholders. The Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director, your proxy may be voted for any substitute nominee proposed by the Board or the size of the Board may be reduced.

  9. Our Director Nominees

    Our Director Nominees The biographies below include information, as of the date of this proxy statement, regarding the particular experience, qualifications, attributes or skills of each director, relative to the skills matrix above, that led the NCGC and Board to believe that he or she should continue to serve on the Board.

  10. Our Director Nominees

    | | 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 serves on the board of Adobe and Rogers Communications Inc., a communications and media company, and has served on the boards of several privately-held companies. He was a director of IMRIS Inc., a provider of image guided therapy solutions, from 2010 until 2013. 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 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: 60 | | | | Director Since: 2011 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | |

  11. Our Director Nominees

    | | TENCH COXE | Tench Coxe has been a managing director of Sutter Hill Ventures, a venture capital investment firm, since 1989, where he focuses 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 Mattersight Corp., a customer loyalty software firm, Artisan Partners Asset Management Inc., an institutional money management firm, and several privately held technology companies. 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. | | | Managing Director, Sutter Hill Ventures | | | | Age: 60 | | | | Director Since: 1993 | | | | Committees: CC | | | | Independent Director | |

  12. Our Director Nominees

    | | 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, 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 served as the Director of the U.S. Department of Energy SLAC National Accelerator Laboratory 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: 62 | | | | Director Since: 2015 | | | | Committees: CC | | | | Independent Director | |

  13. Our Director Nominees

    | | JAMES C. GAITHER | James C. Gaither has been a partner of Sutter Hill Ventures, a venture capital investment firm, since 2000. He was a partner in the law firm Cooley LLP from 1971 to 2000 and senior counsel to the firm from 2000 to 2003. Prior to practicing law, he served as a law clerk to The Honorable Earl Warren, Chief Justice of the United States Supreme Court, special assistant to the Assistant Attorney General in the U.S. Department of Justice and staff assistant to U.S. President Lyndon Johnson. Mr. Gaither is a former president of the Board of Trustees at Stanford University, former vice chairman of the board of directors of The William and Flora Hewlett Foundation and past chairman of the Board of Trustees of the Carnegie Endowment for International Peace. Mr. Gaither holds a BA degree in Economics from Princeton University and a JD degree from Stanford University Law School. Mr. Gaither brings to the Board expertise in corporate strategy and negotiating complex transactions. He also provides valuable perspectives on the roles and responsibilities of a corporate board, including oversight of a public company’s legal and regulatory compliance and engagement with regulatory authorities. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Managing Director, Sutter Hill Ventures | | | | Age: 80 | | | | Director Since: 1998 | | | | Committees: NCGC | | | | Independent Director | |

  14. Our Director Nominees

    | | JEN-HSUN HUANG | Jen-Hsun Huang co-founded NVIDIA in 1993 and has since served as president, chief executive officer, and a member of the board of directors. Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, including leading the business unit responsible for the company’s system-on-a-chip strategy. He was a microprocessor designer from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. 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: 55 | | | | Director Since: 1993 | | | | Committees: None | |

  15. Our Director Nominees

    | | DAWN HUDSON | Dawn Hudson has served as Chief Marketing Officer for the National Football League since 2014. She announced in March 2018 her intention to step down from the role effective April 2018. Ms. Hudson 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 The Interpublic Group of Companies, Inc., an advertising holding 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 10 years of serving on the boards of public companies. | | | Chief Marketing Officer, National Football League | | | | Age: 60 | | | | Director Since: 2013 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | |

  16. Our Director Nominees

    | | 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. In 2016, Mr. Jones joined the board of directors of and invested in TempoQuest, a private company seeking to develop advanced weather forecasting systems that exploit accelerated GPU technology. He was a director of Tintri Inc., a company that builds data storage solutions for virtual and cloud environments, from 2014 until March 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: 65 | | | | Director Since: 1993 | | | | Committees: CC, NCGC | | | | Independent Director | | | | Financial Expert | |

  17. Our Director Nominees

    | | MICHAEL G. McCAFFERY | Michael G. McCaffery is the Chairman and a Managing Director of Makena Capital Management, an investment management firm. 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 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. Mr. McCaffery is a Trustee of the Rhodes Scholarship Trust. 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. | | | Chairman and Managing Director, Makena Capital Management | | | | Age: 64 | | | | Director Since: 2015 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | |

  18. Our Director Nominees

    | | MARK L. PERRY | Mark L. Perry serves on the boards of, and consults for, various 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 serves on the board of directors and as lead independent director of Global Blood Therapeutics, Inc. and on the board of directors and as chairman of MyoKardia, Inc., both biopharmaceutical companies. 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: 62 | | | | Director Since: 2005 | | | | Committees: AC, NCGC | | | | Independent Director | | | | Financial Expert | |

  19. Our Director Nominees

    | | 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 Tableau Software, Inc., a business intelligence software 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, and of Informatica Corp., a data integration software company, from 1997 to 2015. 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: 70 | | | | Director Since: 1997 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | |

  20. Our Director Nominees

    | | 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 serves as a member of the board of directors of Quantenna Communications, Inc., a provider of Wi-Fi solutions and is a Trustee of the University of Southern California. 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: 58 | | | | Director Since: 2008 (previously served 1993-2006) | | | | Committees: AC, NCGC | | | | Independent Director | |

  21. Our Director Nominees

    | | In Memoriam - William J. Miller | | | Mr. William J. Miller, the Lead Director of the Board, passed away in December 2017. Mr. Miller had been on our Board since 1994 and was the chairman of the NCGC. He served on the Board through NVIDIA’s initial public offering and served as a trusted adviser, providing steady leadership and guidance throughout the growth of the Company. He will be greatly missed. |

  22. Information About the Board of Directors and Corporate Governance

    Information About the Board of Directors and Corporate Governance

  23. Director Compensation

    Director Compensation In reviewing our non-employee directors’ compensation for the year starting on the date of our 2017 Meeting, the CC consulted with Exequity and reviewed data from our Fiscal 2017 peer group. The CC subsequently recommended, and the Board approved, a mix of cash and equity awards for our non-employee directors with an approximate target annual value of $300,000. This value is slightly below the median total annual compensation, both cash and equity, paid by technology peer companies of similar size and market capitalization to their non-employee directors. We do not pay any additional fees for serving as a chairperson or member of Board committees or for meeting attendance, and directors who are also employees do not receive any fees or equity compensation for service on the Board.

  24. Director Compensation for Fiscal 2018

    Director Compensation for Fiscal 2018

  25. Director Compensation for Fiscal 2018

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) * | Total ($) | | Robert K. Burgess | 75,000 | 284,066 | 359,066 | | Tench Coxe | 75,000 | 284,066 | 359,066 | | Persis S. Drell | 75,000 | 284,066 | 359,066 | | James C. Gaither | 75,000 | 284,066 | 359,066 | | Dawn Hudson | 75,000 | 284,066 | 359,066 | | Harvey C. Jones | 75,000 | 284,066 | 359,066 | | Michael G. McCaffery | 75,000 | 284,066 | 359,066 | | William J. Miller | 75,000 | 284,066 | 359,066 | | Mark L. Perry | 75,000 | 284,066 | 359,066 | | A. Brooke Seawell | 75,000 | 284,066 | 359,066 | | Mark A. Stevens | 75,000 | 284,066 | 359,066 |

  26. Director Compensation for Fiscal 2018

    | On May 24, 2017, each non-employee director received his or her RSU grant for 2,058 shares. Amounts shown in this column do not reflect dollar amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for awards granted during Fiscal 2018. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. The grant date fair value per share for these awards as determined under FASB ASC Topic 718 was $138.03.* |

  27. Director Compensation for Fiscal 2018

    The following table provides information regarding the aggregate number of RSUs and stock options held by each of our non-employee directors as of January 28, 2018:

  28. Director Compensation for Fiscal 2018

    | Name | RSUs | Stock Options | Name | RSUs | Stock Options | | Robert K. Burgess | 7,242 | 66,041 | Michael G. McCaffery | 18,927 | — | | Tench Coxe | 1,029 | — | William J. Miller * | — | — | | Persis S. Drell | 11,685 | — | Mark L. Perry | 1,029 | — | | James C. Gaither | 8,271 | 20,000 | A. Brooke Seawell | 1,029 | 70,000 | | Dawn Hudson | 25,764 | 90,177 | Mark A. Stevens | 1,029 | — | | Harvey C. Jones | 8,271 | — | | | |

  29. Director Compensation for Fiscal 2018

    | Mr. Miller passed away in December 2017. Pursuant to the terms of our 2007 Plan, upon his death any unvested RSUs held by Mr. Miller accelerated, became fully vested and were transferred to his designated beneficiary, any RSUs previously deferred were accelerated, became fully vested and were transferred to his designated beneficiary, and any exercisable stock options were transferred to his designated beneficiary.* |

  30. Director Compensation for Fiscal 2018

    10,283 RSUs for which settlement was previously deferred were ultimately issued in Fiscal 2018 to each of Messrs. Burgess, Gaither, Jones, and McCaffery, and Dr. Drell.

  31. Stockholder Feedback

    | • | Transitioning Mr. Huang’s equity compensation to 100% PSUs and increasing the proportion of PSUs for our Other NEOs |

  32. Stockholder Feedback

    | • | Introducing PSUs that are based on relative TSR, with a multi-year performance period |

  33. Executive Compensation Program

    | Compensation Element | | Fixed or At-Risk | Performance Measure | % of Fiscal 2018 Target Pay* | | | | Purpose | | | CEO | Other NEOs | | CASH | | | | | | | Base Salary | Compensate for expected day-to-day performance | Fixed | N/A | 8% | 21% | | Variable Cash | Motivate and reward for annual corporate financial performance | At-Risk | Annual Revenue | 9% | 9% | | EQUITY INCENTIVES | | | | | | | RSUs | Align with stockholder interests by linking NEO pay to the performance of our common stock | At-Risk | N/A | N/A | 22% | | SY PSUs | Align with short-term stockholder interests by linking NEO pay to annual operational performance | At-Risk | Annual Non-GAAP Operating Income | 55% | 44% | | MY PSUs | Align with long-term stockholder interests by linking NEO pay to multi-year shareholder return | At-Risk | 3-Year TSR Relative to S&P 500 | 28% | 4% | | % OF PERFORMANCE-BASED PAY: | | | | 92% | 57% | | % OF AT-RISK PAY: | | | | 92% | 79% |

  34. Financial Highlights

    | • | Our NEOs were awarded cash payouts of 200% of target opportunity under our Fiscal 2018 Variable Cash Plan; |

  35. Financial Highlights

    | • | Shares representing 150% of Mr. Huang’s Fiscal 2018 SY PSU target opportunity and 200% of the Other NEOs’ respective Fiscal 2018 SY PSU target opportunity became eligible to vest over four years from the date of grant; and |

  36. Financial Highlights

    | • | Shares representing 150% of Mr. Huang’s MY PSU target opportunity and 200% of the Other NEOs’ respective MY PSU target opportunity for the Fiscal 2016 though Fiscal 2018 performance period became eligible to vest fully in March 2018 |

  37. Our Compensation Practices

    | 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 objective annual and 3-year performance targets to determine SY PSU and MY PSU awards earned, respectively üRequire NEOs to provide continuous service for 12 months to vest in any equity awards and 4 years to fully vest in SY PSU and RSU awards üReevaluate and adjust our program annually based on stockholder and corporate governance group feedback üMinimize inappropriate risk-taking üCap performance-based variable cash and PSU payouts üRetain an independent compensation consultant reporting directly to the CC üRequire our NEOs to maintain meaningful stock ownership üEnforce “no-hedging” and “no-pledging” policies 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 Use discretion in performance incentive award determination X Pay dividends or the equivalent on unearned or unvested shares |

  38. Roles of the CC, Compensation Consultant and Management

    Roles of the CC, Compensation Consultant and Management Our CC solicits the input of Mr. Huang and the CC’s independent compensation consultant, Exequity, which reports directly to our CC. The roles of our CC, Exequity, and management, including our CEO, CFO, and Human Resources and Legal departments, in setting our Fiscal 2018 NEO compensation program are summarized below. At the CC’s direction, Exequity and management recommended a peer group for our program, which was approved by the CC. Management then gathered peer data from the Radford Global Technology Survey, which was considered by Exequity in its analysis of Mr. Huang’s Fiscal 2018 compensation, and by Mr. Huang in his recommendations on Other NEOs’ Fiscal 2018 compensation. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2018 performance goals prior to making its final and sole decision on all Fiscal 2018 NEO compensation. The CC also certified performance-based Fiscal 2017 compensation payouts. Additionally, Exequity advised the CC on the compensation risk analysis prepared by management. During Fiscal 2018, our CC continued to use Exequity for its experience working with our CC and with compensation committees at other technology companies. Our CC analyzed whether Exequity’s role in Fiscal 2018 raised any conflict of interest, considering: (i) Exequity does not provide any services directly to NVIDIA (although we pay Exequity on the CC’s behalf), (ii) the percentage of Exequity’s total revenue resulting from fees paid by us on the CC’s behalf, (iii) Exequity’s conflict of interest policies and procedures, (iv) any business or personal relationship between Exequity and an NEO, or between Exequity’s individual compensation advisors and an NEO or any member of our CC, and (v) any NVIDIA stock owned by Exequity or its individual compensation advisors. After considering these factors, our CC determined that Exequity’s work did not create any conflict of interest.

  39. Peer Companies and Market Compensation Data

    Peer Companies and Market Compensation Data Our Fiscal 2018 peer companies (1) compete with us for executive talent; (2) have established businesses, market presence, and complexity similar to us; and (3) are of similar size to us, as measured by revenue and market capitalization at roughly 0.5-3.5x of us. Our peer group for Fiscal 2018 remained the same as it was for Fiscal 2017, except as noted below:

  40. Peer Companies and Market Compensation Data

    | Fiscal 2018 Peer Group (1) | | | | | | Activision Blizzard | Applied Materials (2) | Intuit, Inc. | Symantec Corporation | VMWare | | Adobe Systems, Incorporated | Autodesk, Inc. | Lam Research | Tesla Motors, Inc. | Western Digital (2) | | Advanced Micro Devices | eBay (2) | Micron Technology, Inc. | Texas Instruments (2) | Xilinx | | Analog Devices, Inc. | Electronic Arts, Inc. | Network Appliance, Inc. | | |

  41. Peer Companies and Market Compensation Data

    (1) Agilent Technologies, Inc., Citrix Systems Inc., and Juniper Networks, Inc., each a Fiscal 2017 peer, were removed for Fiscal 2018 because their respective revenue and market capitalization fell below our targeted range. (2) Added for similar industry and similar revenue to us. The CC determined our Fiscal 2018 peer group in February 2017. At that time, our Fiscal 2017 revenue and market capitalization compared to our peer group companies as follows:

  42. Peer Companies and Market Compensation Data

    | | Revenue | Market Capitalization | | Fiscal 2018 Peer Group | $2.21 billion - $13.00 billion | $10.89 billion - $75.44 billion | | NVIDIA | $6.91 billion | $62.73 billion |

  43. Peer Companies and Market Compensation Data

    Our CC reviews market practices and compensation data from the Radford survey for peer companies’ comparably-situated executives when determining the components of our executive compensation program as well as total compensation. The CC compares the total compensation opportunity for our NEOs and similarly-situated executives at the 25th, 50th and 75th percentiles of peer company data. Our CC determines NEO compensation opportunities, informed by this data and considering the factors below.

  44. Components of Pay and Pay Mix

    | | Fixed Compensation | At-Risk Compensation | | | | | | Base Salary | Variable Cash | SY PSUs | MY PSUs | RSUs* | | Form | Cash | Cash | Equity | Equity | Equity | | Who Receives | NEOs | NEOs | NEOs | NEOs | NEOs except Mr. Huang | | When Granted or Determined | Annually in Fiscal Q1 | Annually in Fiscal Q1 | On the 6th business day of March | On the 6th business day of March | On the 6th business days of March and of September | | When Paid or Earned | Paid retroactively to start of fiscal year, via biweekly payroll | If performance threshold achieved, earned after fiscal year end, paid in March | Shares eligible to vest determined after fiscal year end based on performance metric achievement | Shares eligible to vest determined after 3rd fiscal year end based on performance metric achievement | On each vesting date, subject to the NEO’s continued service on each such date | | Performance Measure | N/A | Revenue (determines cash payout) | Non-GAAP Operating Income (determines number of shares eligible to vest) | TSR relative to the S&P 500 (determines number of shares eligible to vest) | N/A | | Performance Period | N/A | 1 year | 1 year | 3 years | N/A | | Vesting Period | N/A | N/A | 4 years | 3 years | 4 years | | Vesting Terms | N/A | N/A | If performance threshold achieved, 25% on approximately the 1-year anniversary of the date of grant; 6.25% quarterly thereafter | If performance threshold achieved, 100% on approximately the 3-year anniversary of the date of grant | 25% on approximately the 1-year anniversary of the date of grant; 6.25% quarterly thereafter | | Timeframe Emphasized | Annual | Annual | Long-term | Long-term | Long-term | | Maximum Amount That Can Be Earned | N/A | 200% of target award opportunity under our Variable Cash Plan | 150% of Mr. Huang’s SY PSU target opportunity and 200% of the Other NEOs’ respective SY PSU target opportunity Ultimate value delivered depends on stock price on date earned shares vest | 150% of Mr. Huang’s MY PSU target opportunity and 200% of the Other NEOs’ respective MY PSU target opportunity Ultimate value delivered depends on stock price on date earned shares vest | 100% of grant Ultimate value delivered depends on stock price on date shares vest |

  45. Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards

    Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards For Fiscal 2018, the CC decided that long-term, at-risk, performance-based equity awards would again comprise a meaningful portion of NEO total target compensation. Accordingly, our NEOs received a substantial proportion of their total target compensation in the form of at-risk, performance-based equity awards. The CC continued to emphasize long-term equity awards by making the largest portion of NEO target pay long-term equity incentives and increasing the target value of the PSU components. Overall, the CC sought to enhance the long-term, at-risk opportunities to drive results and increase NEO and stockholder alignment, while providing sufficient annual cash compensation to be competitive and retain our NEOs. The PSUs and RSUs provide long-term incentives and retention benefits because our NEOs must remain with us for a multi-year period (3 years for MY PSUs and 4 years for SY PSUs and RSUs) and, for PSUs, only if the performance goal is achieved, to fully vest in the awards. The CC concluded that a majority of the NEOs’ target equity opportunity should be at-risk and performance-based, and that, given Mr. Huang’s position as CEO, 100% of his grant should be at-risk and performance-based, tightly aligning his interests with stockholders. For the Other NEOs, the CC decided to provide roughly 70% of the target equity opportunity in the form of PSUs and 30% of the target equity opportunity in the form of RSUs, subject to individual adjustments determined appropriate by the CC. The CC decided to grant Mr. Huang’s target equity opportunity 100% in the form of SY PSUs (which value is aligned with our Non-GAAP Operating Income performance) and MY PSUs (which value is aligned with our relative stock price performance). The CC evaluated market positioning, internal pay equity, individual performance, and level of unvested equity to determine a target equity opportunity value for Mr. Huang and our Other NEOs. To determine actual shares awarded to achieve the target value, the CC used the 120-day trailing average of our stock price, as opposed to our stock price on the grant date, reducing the impact of daily volatility on compensation decisions. This average determined the number of RSUs and the target number of SY PSUs and MY PSUs. Our CC structured RSUs grants to the Other NEOs in two installments in order to re-assess our executive equity compensation mid-year. At the beginning of Fiscal 2018, the CC determined a total annual RSU award value for each of the Other NEOs and made initial grants of RSUs representing 50% of that value. In mid-Fiscal 2018, the CC reduced the number of RSUs awarded in the second biannual grant by approximately 40%, which they believed appropriately adjusted for the increase in our stock price since early Fiscal 2018. The target numbers of SY PSU and MY PSU shares for each NEO were the numbers of shares eligible to vest upon our achievement of the Base Operating Plan Non-GAAP Operating Income performance goal for Fiscal 2018, and the Base Operating Plan TSR performance goal over a 3-year period relative to the S&P 500, respectively. No shares were eligible to vest if Threshold performance was not achieved. Shares underlying any PSUs that are not earned are cancelled. If we achieved at least Threshold performance, the minimum number of shares eligible to vest was 50% of the SY PSU target opportunity and 25% of the MY PSU target opportunity. The maximum number of shares eligible to vest was capped at 150% of Mr. Huang’s SY PSU and MY PSU target opportunities and 200% of the Other NEOs’ respective SY PSU and MY PSU target opportunities if we achieved respective Stretch Operating Plan performance. 25% of the eligible SY PSU shares would vest on approximately the one-year anniversary of the grant date and 6.25% of the eligible SY PSU shares would vest every quarter thereafter over the next three years, subject to each NEO’s continued service with us. All of the eligible MY PSUs would vest following the end of the 3-year performance period.

  46. Adjustments to Cash Compensation

    Adjustments to Cash Compensation While the CC emphasized performance-based equity awards, it also recognized that we had not adjusted certain NEOs’ cash compensation in recent years. Accordingly, the CC increased the target variable cash compensation for all NEOs and increased NEO base salaries to provide competitive cash compensation relative to our peer companies. Mr. Huang’s salary was at the median of peer chief executive officers, and therefore did not receive a salary increase. As Mr. Teter had joined NVIDIA in late Fiscal 2017, the CC did not adjust the base salary or target variable cash stated in his offer letter.

  47. Goals for Certain Performance-Based Compensation

    | | Variable Cash Plan | | SY PSUs | | MY PSUs | | | Metric | Revenue | | Non-GAAP Operating Income | | TSR relative to the S&P 500 | | | Timeframe | 1 year | | 1 year | | 3 years | | | CC’s Rationale for Metric | Key indicator of our annual performance which drives value and contributes to Company’s long-term success Our executive team focuses on growth in the Company's specialized markets where our technologies did not previously exist; revenue growth a strong predictor of the Company's future success Distinct, separate metric from Non-GAAP Operating Income | | Key indicator of our annual performance which drives value and contributes to Company’s long-term success Reflects both our annual revenue generation and effective management of operating expenses To ensure long-term performance emphasis, structured to vest over a 4-year period | | Aligns directly with shareholder value creation over a 3-year period Provides direct comparison of our stock price performance (including dividends) against an index that represents a broader capital market with which we compete Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market | | | | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(2) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(2) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(2) | | Threshold(1) | $7.20 billion | 50% | $1.99 billion | 50% | 25(th) percentile | 25% | | Base Operating Plan | $7.70 billion | 100% | $2.28 billion | 100% | 50(th) percentile | 100% | | Stretch Operating Plan | $9.00 billion | 200% | $3.15 billion | 150% for Mr. Huang; 200% for the Other NEOs | 75(th) percentile | 150% for Mr. Huang; 200% for the Other NEOs |

  48. Goals for Certain Performance-Based Compensation

    | Achievement less than the Threshold goal would result in no payout.(1) |

  49. Goals for Certain Performance-Based Compensation

    | For achievement between Threshold and Base Operating Plan and between Base Operating Plan and Stretch Operating Plan, payouts would be determined using straight-line interpolation.(2) |

  50. CC’s Rationale for Performance Goals

    CC’s Rationale for Performance Goals The CC set performance goals to achieve the program’s objectives, with the following rationales:

  51. CC’s Rationale for Performance Goals

    | | Variable Cash Plan | SY PSUs | MY PSUs | | Stretch Operating Plan goals required significant achievement; only possible with strong market factors and a very high level of management execution and corporate performance | ü | ü | ü | | Base Operating Plan goals: | | | | | • Uncertain, but attainable with significant effort and execution success | ü | ü | ü | | • Included budgeted investments in future growth businesses and revenue growth (and, for SY PSUs and MY PSUs, gross margin growth) considering both macroeconomic conditions and reasonable but challenging growth estimates for our ongoing and new businesses | ü | ü | ü | | • Set higher than Fiscal 2017 actual revenue and actual Non-GAAP Operating Income, as applicable, to recognize strong growth performance | ü | ü | | | • Relative TSR performance must be at or above 50(th) percentile of market to earn awards at competitive compensation levels | | | ü | | Threshold goals appropriately decelerated payout for performance below Base Operating Plan; uncertain, but attainable and high enough to create modest value | ü | ü | ü |

  52. Fiscal 2018 Achievement

    Fiscal 2018 Achievement The CC reviewed our Fiscal 2018 financial results against the performance goals set at the beginning of the year for our Variable Cash Plan, SY PSUs and MY PSUs: Variable Cash Plan For Fiscal 2018, we reported record revenue of $9.714 billion, resulting in a payout under our Fiscal 2018 Variable Cash Plan of 200% of the target opportunity. SY PSUs For Fiscal 2018, we reported record Non-GAAP Operating Income of $3.617 billion, resulting in the maximum number of SY PSUs granted in Fiscal 2018 becoming eligible to vest at 150% of Mr. Huang’s SY PSU target opportunity and 200% of the Other NEOs’ respective SY PSU target opportunity. 25% of the eligible shares vested on March 21, 2018 and 6.25% of the eligible shares vest quarterly thereafter. MY PSUs The MY PSUs granted in Fiscal 2016 completed the three-year performance measurement period on January 28, 2018. NVIDIA’s TSR over this three-year period was 971%, representing the 100th percentile of companies in the S&P 500, resulting in the maximum number of MY PSUs becoming eligible to vest at 150% of Mr. Huang’s MY PSU target opportunity and 200% of the Other NEOs’ respective MY PSU target opportunity. 100% of the eligible shares vested on March 21, 2018. Achievement of the MY PSU goals for grants in Fiscal 2017 will be determined after January 27, 2019, the ending date of the three-year measurement period for the MY PSUs granted in Fiscal 2017. Achievement of the MY PSU goals for grants in Fiscal 2018 will be determined after January 26, 2020, the ending date of the three-year measurement period for the MY PSUs granted in Fiscal 2018.

  53. Target Fiscal 2018 Compensation Actions

    | JEN-HSUN HUANG | | Target Pay ($) | Fiscal 2018 Compensation Actions | | President, CEO & Director | Base Salary | 1,000,000 | No change | | | Variable Cash | 1,100,000 | Up 10%, after no increase in 3 years; earned at $2,200,000 | | | Equity | 9,877,800 | Up 14% | | | SY PSUs | 6,601,500 | Target award opportunity of 67,500 shares; 101,250 shares became eligible to vest | | | MY PSUs | 3,276,300 | Target award opportunity of 33,500 shares | | | Total | 11,977,800 | Up 13%, to balance external market competitiveness with other chief executive officers at our peers and internal pay equity with our other NEOs, resulting in pay at the 50th percentile relative to peer group |

  54. Target Fiscal 2018 Compensation Actions

    | COLETTE M. KRESS | | Target Pay ($) | Fiscal 2018 Compensation Actions | | EVP & CFO | Base Salary | 900,000 | Up 16%, after no increase in 3 years | | | Variable Cash | 300,000 | Up 9%, after no increase in 3 years; earned at $600,000 | | | Equity | 3,281,500 | Up 9%, primarily due to increase in PSUs | | | SY PSUs | 2,050,938 | Target award opportunity of 19,500 shares; 39,000 shares became eligible to vest | | | MY PSUs | 210,353 | Target award opportunity of 2,000 shares | | | RSUs | 1,020,210 | Granted 9,700 shares | | | Total | 4,481,500 | Up 10%, to balance external market competitiveness with other peer chief financial officers and internal pay equity with our other NEOs, resulting in pay at the 50th-65th percentile relative to peer group |

  55. Target Fiscal 2018 Compensation Actions

    | AJAY K. PURI | | Target Pay ($) | Fiscal 2018 Compensation Actions | | EVP, WW Field Operations | Base Salary | 950,000 | Up 6%, after a minimal increase in the prior period | | | Variable Cash | 650,000 | Up 30% to maintain variable cash as a meaningful portion of pay and due to revenue-generating leadership position and role in helping the Company to enter new markets; earned at $1,300,000 | | | Equity | 3,378,850 | Up 8%, primarily due to increase in PSUs | | | SY PSUs | 2,105,202 | Target award opportunity of 20,000 shares; 40,000 shares became eligible to vest | | | MY PSUs | 210,520 | Target award opportunity of 2,000 shares | | | RSUs | 1,063,127 | Granted 10,100 shares | | | Total | 4,978,850 | Up 10%, due to revenue-generating leadership position and role in helping the Company to enter new markets and to maintain internal pay equity with other NEOs, resulting in pay at the 65th-75th percentile relative to peer group |

  56. Target Fiscal 2018 Compensation Actions

    | DEBORA SHOQUIST | | Target Pay ($) | Fiscal 2018 Compensation Actions | | EVP, Operations | Base Salary | 850,000 | Up 21%, after no increase in 3 years | | | Variable Cash | 250,000 | Up 67%, after no increase in 3 years and to provide consistent leverage with other NEOs; earned at $500,000 | | | Equity | 2,404,450 | Up 14%, primarily due to increase in PSUs | | | SY PSUs | 1,522,468 | Target award opportunity of 14,500 shares; 29,000 shares became eligible to vest | | | MY PSUs | 157,497 | Target award opportunity of 1,500 shares | | | RSUs | 724,485 | Granted 6,900 shares | | | Total | 3,504,450 | Up 19%, due to responsibility and scope as head of chips and systems operations, facilities, and information technology, and to maintain internal pay equity with other NEOs, resulting in pay at the 75th percentile relative to peer group |

  57. Compensation Recovery (“Clawback”) Policy

    | • | The Board or the committee of independent directors in its sole discretion may require any other employee to repay the Overpayment. In using its discretion, the Board or the independent committee may consider whether such person was involved in the preparation of our financial statements or otherwise caused the need for the Restatement and may, to the extent permitted by applicable law, recoup amounts by (1) requiring partial or full repayment by such person of any variable or incentive compensation or any gains realized on the exercise of stock options or on the open-market sale of vested shares, (2) canceling up to all and any outstanding equity awards held by such person and/or (3) adjusting the future compensation of such person. |

  58. Risk Analysis of Our Compensation Plans

    | Compensation Design Features that Guard Against Excessive Risk-Taking | | | 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 |

  59. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    Summary Compensation Table for Fiscal 2018, 2017, and 2016 The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2018, 2017, and 2016. Fiscal 2018 and 2017 were 52-week years and Fiscal 2016 was a 53-week year.

  60. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jen-Hsun Huang | 2018 | 999,985 | — | 9,787,985 | 2,200,000 | 5,562(3) | 12,993,532 | | President and CEO | 2017 | 996,216 | — | 9,188,400 | 2,000,000 | 5,622(3) | 12,190,238 | | | 2016 | 1,018,941 | — | 7,456,900 | 1,490,566 | 4,694(3) | 9,971,101 | | Colette M. Kress | 2018 | 899,120 | — | 3,327,973 | 600,000 | 6,622(4) | 4,833,715 | | Executive Vice President and CFO | 2017 | 769,609 | — | 3,299,770 | 550,000 | 4,286(4) | 4,623,665 | | | 2016 | 789,680 | 1,000,000(5) | 2,692,935 | 409,906 | 3,710(4) | 4,896,231 | | Ajay K. Puri | 2018 | 949,640 | — | 3,425,382 | 1,300,000 | 12,844(6) | 5,687,866 | | Executive Vice President, Worldwide Field Operations | 2017 | 889,573 | — | 3,378,130 | 1,000,000 | 11,283(6) | 5,278,986 | | | 2016 | 891,574 | — | 2,865,555 | 708,019 | 10,096(6) | 4,475,244 | | Debora Shoquist | 2018 | 848,947 | — | 2,438,904 | 500,000 | 11,524(4) | 3,799,375 | | Executive Vice President, Operations | 2017 | 695,131 | — | 2,278,170 | 300,000 | 10,024(4) | 3,283,325 | | | 2016 | 713,259 | — | 1,977,660 | 223,585 | 9,524(4) | 2,924,028 | | Timothy S. Teter (7) | 2018 | 849,988 | — | 5,668,193 | 500,000 | 2,622(8) | 7,020,803 | | Executive Vice President, General Counsel and Secretary | 2017 | 14,752 | — | — | — | — | 14,752 | | | 2016 | — | — | — | — | — | — |

  61. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the respective fiscal year for grants of RSUs, SY PSUs and MY PSUs, as applicable. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. With regard to the NEOs’ stock awards with performance-based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan, determined in accordance with applicable accounting standards.(1) |

  62. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    Based on Stretch Operating Plan performance in Fiscal 2018, the respective grant date fair values of SY PSUs and MY PSUs granted in Fiscal 2018 would be $9,759,488 and $4,922,490 for Mr. Huang, $3,759,210 and $501,000 for Ms. Kress, $3,855,600 and $501,000 for Mr. Puri, and $2,795,310 and $375,750 for Ms. Shoquist. Based on Stretch Operating Plan performance in Fiscal 2017, the respective grant date fair values of SY PSUs and MY PSUs granted in Fiscal 2017 would be $8,920,500 and $4,862,100 for Mr. Huang, $3,474,300 and $519,720 for Ms. Kress, $3,599,500 and $519,720 for Mr. Puri and $2,441,400 and $346,480 for Ms. Shoquist. Based on Stretch Operating Plan performance in Fiscal 2016, the respective grant date fair values of SY PSUs and MY PSUs granted in Fiscal 2016 would be $7,108,200 and $4,077,150 for Mr. Huang, $2,972,520 and $472,950 for Ms. Kress, $3,101,760 and $472,950 for Mr. Puri and $2,154,000 and $378,360 for Ms. Shoquist.

  63. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | As applicable, reflects amounts earned in Fiscal 2018, 2017, and 2016 and paid in March or April following each respective year pursuant to our Variable Cash Plan for each respective year. For further information please see our Compensation Discussion and Analysis above.(2) |

  64. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Represents a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.(3) |

  65. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Represents a match of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.(4) |

  66. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Represents an anniversary bonus paid in Fiscal 2015 that was earned in Fiscal 2016.(5) |

  67. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Represents a match of contributions to our 401(k) savings plan, a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.(6) |

  68. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Mr. Teter joined the Company in January of 2017.(7) |

  69. Summary Compensation Table for Fiscal 2018, 2017, and 2016

    | Represents imputed income from life insurance coverage. This benefit is available to all eligible NVIDIA employees.(8) |

  70. Grants of Plan-Based Awards for Fiscal 2018

    Grants of Plan-Based Awards for Fiscal 2018 The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2018. Disclosure on a separate line item is provided for each grant of an award made to an NEO. The information in this table supplements the dollar value of stock and other awards set forth in the Summary Compensation Table for Fiscal Years 2018, 2017 and 2016 by providing additional details about the awards. The PSUs and RSUs set forth in the following table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. Both SY PSUs and RSUs are subject to service-based vesting.

  71. Grants of Plan-Based Awards for Fiscal 2018

    | 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 ($) (2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jen-Hsun Huang | 3/8/17 | 3/7/17(3) | | — | | 33,750 | 67,500 | 101,250 | — | 6,506,325(4) | | | 3/8/17 | 3/7/17(5) | | — | | 8,375 | 33,500 | 50,250 | — | 3,281,660 | | | 3/7/17 | 3/7/17 | 550,000 | 1,100,000 | 2,200,000 | | — | | — | — | | Colette M. Kress | 3/8/17 | 3/7/17(3) | | — | | 9,750 | 19,500 | 39,000 | — | 1,879,605(4) | | | 3/8/17 | 3/7/17(5) | | — | | 500 | 2,000 | 4,000 | — | 250,500 | | | 3/8/17 | 3/7/17 | | — | | | — | | 6,000(6) | 578,340 | | | 9/12/17 | 8/23/17 | | — | | | — | | 3,700(7) | 619,528 | | | 3/7/17 | 3/7/17 | 150,000 | 300,000 | 600,000 | | — | | — | — | | Ajay K. Puri | 3/8/17 | 3/7/17(3) | | — | | 10,000 | 20,000 | 40,000 | — | 1,927,800(4) | | | 3/8/17 | 3/7/17(5) | | — | | 500 | 2,000 | 4,000 | — | 250,500 | | | 3/8/17 | 3/7/17 | | — | | | — | | 6,250(6) | 602,438 | | | 9/12/17 | 8/23/17 | | — | | | — | | 3,850(7) | 644,644 | | | 3/7/17 | 3/7/17 | 325,000 | 650,000 | 1,300,000 | | — | | — | — | | Debora Shoquist | 3/8/17 | 3/7/17(3) | | — | | 7,250 | 14,500 | 29,000 | — | 1,397,655(4) | | | 3/8/17 | 3/7/17(5) | | — | | 375 | 1,500 | 3,000 | — | 187,875 | | | 3/8/17 | 3/7/17 | | — | | | — | | 4,250(6) | 409,658 | | | 9/12/17 | 8/23/17 | | — | | | — | | 2,650(7) | 443,716 | | | 3/7/17 | 3/7/17 | 125,000 | 250,000 | 500,000 | | — | | — | — | | Timothy S. Teter | 2/8/17 | 1/26/17 | | — | | | — | | 48,700(8) | 5,668,193 | | | 3/7/17 | 3/7/17 | 125,000 | 250,000 | 500,000 | | — | | — | — |

  72. Grants of Plan-Based Awards for Fiscal 2018

    | Represents range of awards payable under our 2018 Variable Cash Plan.(1) |

  73. Grants of Plan-Based Awards for Fiscal 2018

    | Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. With regard to the stock awards with performance-based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan, determined in accordance with applicable accounting standards.(2) |

  74. Grants of Plan-Based Awards for Fiscal 2018

    | Represents range of possible shares able to be earned with respect to SY PSUs.(3) |

  75. Grants of Plan-Based Awards for Fiscal 2018

    | Based on the performance that was actually achieved for Fiscal 2018, the grant date fair value for the NEOs’ SY PSUs would be: $9,759,488 for Mr. Huang, $3,759,210 for Ms. Kress, $3,855,600 for Mr. Puri, and $2,795,310 for Ms. Shoquist.(4) |

  76. Grants of Plan-Based Awards for Fiscal 2018

    | Represents range of possible shares able to be earned with respect to MY PSUs.(5) |

  77. Grants of Plan-Based Awards for Fiscal 2018

    | Represents RSUs granted to Mr. Puri and Mses. Kress and Shoquist in the first quarter of Fiscal 2018 pursuant to the 2007 Plan. The CC approved these grants on March 7, 2017, for grant on March 8, 2017.(6) |

  78. Grants of Plan-Based Awards for Fiscal 2018

    | Represents RSUs granted to Mr. Puri and Mses. Kress and Shoquist in the third quarter of Fiscal 2018 pursuant to the 2007 Plan. The CC approved these grants on August 23, 2017 for grant on September 12, 2017, the same day that semi-annual grants were made to all of our other eligible employees.(7) |

  79. Grants of Plan-Based Awards for Fiscal 2018

    | Represents the initial grant of RSUs for Mr. Teter upon his employment with NVIDIA pursuant to the 2007 Plan. The CC approved this grant on January 26, 2017 for grant on February 8, 2017, the same day that monthly grants were made to all of our other eligible new hires.(8) |

  80. Outstanding Equity Awards as of January 28, 2018

    Outstanding Equity Awards as of January 28, 2018 The following table presents information regarding outstanding equity awards held by our NEOs as of January 28, 2018.

  81. Outstanding Equity Awards as of January 28, 2018

    | 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 | 250,000 | — | 10.56 | 9/14/2020 | — | — | — | — | | | 250,000 | — | 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 | — | — | — | — | | | — | — | — | — | 75,000(3) | 18,249,750 | — | — | | | — | — | — | — | 123,750(4) | 30,112,088 | — | — | | | — | — | — | — | 178,125(5) | 43,343,156 | — | — | | | — | — | — | — | 101,250(6) | 24,637,163 | — | — | | | — | — | — | — | 165,000(7) | 40,149,450 | — | — | | | — | — | — | — | — | — | 142,500(8) | 34,674,525 | | | — | — | — | — | — | — | 50,250(9) | 12,227,333 | | Colette M. Kress | — | — | — | — | 19,375(3) | 4,714,519 | — | — | | | — | — | — | — | 3,250(10) | 790,823 | — | — | | | — | — | — | — | 6,500(11) | 1,581,645 | — | — | | | — | — | — | — | 8,438(12) | 2,053,219 | — | — | | | — | — | — | — | 51,750(4) | 12,592,328 | — | — | | | — | — | — | — | 11,250(13) | 2,737,463 | — | — | | | — | — | — | — | 69,375(5) | 16,881,019 | — | — | | | — | — | — | — | 12,032(14) | 2,927,747 | — | — | | | — | — | — | — | 7,907(15) | 1,924,010 | — | — | | | — | — | — | — | 6,000(16) | 1,459,980 | — | — | | | — | — | — | — | 39,000(6) | 9,489,870 | — | — | | | — | — | — | — | 3,700(17) | 900,321 | — | — | | | — | — | — | — | 15,000(7) | 3,649,950 | — | — | | | — | — | — | — | — | — | 12,000(8) | 2,919,960 | | | — | — | — | — | — | — | 4,000(9) | 973,320 | | Ajay K. Puri | 2,875 | — | 12.62 | 3/19/2023 | — | — | — | — | | | 8,625 | — | 16.00 | 9/17/2023 | — | — | — | — | | | — | — | — | — | 16,250(3) | 3,954,113 | — | — | | | — | — | — | — | 2,188(10) | 532,406 | — | — | | | — | — | — | — | 4,375(11) | 1,064,569 | — | — | | | — | — | — | — | 7,500(12) | 1,824,975 | — | — | | | — | — | — | — | 54,000(4) | 13,139,820 | — | — | | | — | — | — | — | 15,000(13) | 3,649,950 | — | — | | | — | — | — | — | 71,875(5) | 17,489,344 | — | — | | | — | — | — | — | 12,500(14) | 3,041,625 | — | — | | | — | — | — | — | 8,250(15) | 2,007,473 | — | — | | | — | — | — | — | 6,250(16) | 1,520,813 | — | — | | | — | — | — | — | 40,000(6) | 9,733,200 | — | — | | | — | — | — | — | 3,850(17) | 936,821 | — | — | | | — | — | — | — | 15,000(7) | 3,649,950 | — | — | | | — | — | — | — | — | — | 12,000(8) | 2,919,960 | | | — | — | — | — | — | — | 4,000(9) | 973,320 |

  82. Outstanding Equity Awards as of January 28, 2018

    | Debora Shoquist | — | — | — | — | 13,000(3) | 3,163,290 | — | — | | | — | — | — | — | 2,188(10) | 532,406 | — | — | | | — | — | — | — | 4,375(11) | 1,064,569 | — | — | | | — | — | — | — | 6,188(12) | 1,505,726 | — | — | | | — | — | — | — | 37,500(4) | 9,124,875 | — | — | | | — | — | — | — | 8,250(13) | 2,007,473 | — | — | | | — | — | — | — | 48,750(5) | 11,862,338 | — | — | | | — | — | — | — | 8,438(14) | 2,053,219 | — | — | | | — | — | — | — | 5,500(15) | 1,338,315 | — | — | | | — | — | — | — | 4,250(16) | 1,034,153 | — | — | | | — | — | — | — | 29,000(6) | 7,056,570 | — | — | | | — | — | — | — | 2,650(17) | 644,825 | — | — | | | — | — | — | — | 12,000(7) | 2,919,960 | — | — | | | — | — | — | — | — | — | 8,000(8) | 1,946,640 | | | — | — | — | — | — | — | 3,000(9) | 729,990 | | Timothy S. Teter | — | — | — | — | 48,700(16) | 11,850,171 | — | — |

  83. Outstanding Equity Awards as of January 28, 2018

    | Unless otherwise noted, represents the closing price of our common stock as reported by NASDAQ on the date of grant which is the exercise price of stock option grants made pursuant to our 2007 Plan.(1) |

  84. Outstanding Equity Awards as of January 28, 2018

    | Calculated by multiplying the number of RSUs or PSUs by the closing price ($243.33) of NVIDIA’s common stock on January 26, 2018, the last trading day before the end of our Fiscal 2018, as reported by NASDAQ.(2) |

  85. Outstanding Equity Awards as of January 28, 2018

    | The RSU was earned on January 25, 2015 based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 18, 2015, and vested as to 12.50% approximately every six months thereafter over the next three years such that the RSU was vested on March 21, 2018.(3) |

  86. Outstanding Equity Awards as of January 28, 2018

    | The RSU was earned on January 31, 2016 based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 16, 2016, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 20, 2019.(4) |

  87. Outstanding Equity Awards as of January 28, 2018

    | The RSU was earned on January 29, 2017 based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 15, 2017, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 18, 2020.(5) |

  88. Outstanding Equity Awards as of January 28, 2018

    | The RSU was earned on January 28, 2018 based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 21, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 17, 2021.(6) |

  89. Outstanding Equity Awards as of January 28, 2018

    | The RSU was earned on January 28, 2018 based on achievement of a pre-established performance goal. The RSU vested as to 100% of the shares on March 21, 2018.(7) |

  90. Outstanding Equity Awards as of January 28, 2018

    | Represents the number of shares based on achieving Stretch Operating Plan performance goals. The number of PSUs that will be earned, if at all, is based on our TSR relative to the S&P 500 from February 1, 2016 through January 27, 2019. If the pre-established performance goal is achieved, the shares earned will vest as to 100% on March 20, 2019. If the Threshold performance goal is achieved, 47,500 shares will be earned by Mr. Huang, 3,000 shares will be earned by Ms. Kress, 3,000 shares will be earned by Mr. Puri and 2,000 shares will be earned by Ms. Shoquist. If the Base Operating Plan performance goal is achieved, 95,000 shares will be earned by Mr. Huang, 6,000 shares will be earned by Ms. Kress, 6,000 shares will be earned by Mr. Puri, and 4,000 shares will be earned by Ms. Shoquist.(8) |

  91. Outstanding Equity Awards as of January 28, 2018

    | Represents the number of shares based on achieving Stretch Operating Plan performance goals. The number of PSUs that will be earned, if at all, is based on our TSR relative to the S&P 500 from January 30, 2017 through January 26, 2020. If the pre-established performance goal is achieved, the shares earned will vest as to 100% on March 18, 2020. If the Threshold performance goal is achieved, 8,375 shares will be earned by Mr. Huang, 500 shares will be earned by Ms. Kress, 500 shares will be earned by Mr. Puri and 375 shares will be earned by Ms. Shoquist. If the Base Operating Plan performance goal is achieved, 33,500 shares will be earned by Mr. Huang, 2,000 shares will be earned by Ms. Kress, 2,000 shares will be earned by Mr. Puri, and 1,500 shares will be earned by Ms. Shoquist.(9) |

  92. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on March 18, 2015, and vested as to 12.50% approximately every six months thereafter over the next three years such that the RSU was fully vested on March 21, 2018.(10) |

  93. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on September 16, 2015, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on September 19, 2018.(11) |

  94. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on March 16, 2016, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 20, 2019.(12) |

  95. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on September 21, 2016, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on September 18, 2019.(13) |

  96. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on March 15, 2017, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 18, 2020.(14) |

  97. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on September 20, 2017, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on September 16, 2020.(15) |

  98. Outstanding Equity Awards as of January 28, 2018

    | The RSU vested as to 25% on March 21, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 17, 2021.(16) |

  99. Outstanding Equity Awards as of January 28, 2018

    | The RSU will vest as to 25% on September 19, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on September 15, 2021.(17) |

  100. Option Exercises and Stock Vested in Fiscal 2018

    Option Exercises and Stock Vested in Fiscal 2018 The following table shows information regarding option exercises and stock vested by our NEOs during Fiscal 2018.

  101. Option Exercises and Stock Vested in Fiscal 2018

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Jen-Hsun Huang | 83,336 | 7,360,061 | 363,687(3) | 49,945,771 | | Colette M. Kress | — | — | 204,936(4) | 29,022,599 | | Ajay K. Puri | 215,473 | 22,781,682 | 154,475(5) | 21,584,512 | | Debora Shoquist | 45,188 | 6,278,345 | 112,575(6) | 15,752,964 | | Timothy S. Teter | — | — | — | — |

  102. Option Exercises and Stock Vested in Fiscal 2018

    | The value realized on cashless exercise represents the difference between the exercise price per share of the stock option and either (a) the fair market value of our common stock as reported by NASDAQ at cashless exercise or (b) the closing price of our common stock as reported by NASDAQ on the trading day prior to the date of cash exercise, multiplied by the number of shares of common stock underlying the stock options exercised. The exercise price of each such stock option was equal to the closing price of our common stock as reported by NASDAQ on the date of grant. The value realized was determined without considering any taxes that may have been owed.(1) |

  103. Option Exercises and Stock Vested in Fiscal 2018

    | Represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by NASDAQ on the date of vesting.(2) |

  104. Option Exercises and Stock Vested in Fiscal 2018

    | Includes an aggregate of 189,777 shares that were withheld to pay taxes due upon vesting.(3) |

  105. Option Exercises and Stock Vested in Fiscal 2018

    | Includes an aggregate of 105,516 shares that were withheld to pay taxes due upon vesting.(4) |

  106. Option Exercises and Stock Vested in Fiscal 2018

    | Includes an aggregate of 79,191 shares that were withheld to pay taxes due upon vesting.(5) |

  107. Option Exercises and Stock Vested in Fiscal 2018

    | Includes an aggregate of 57,324 shares that were withheld to pay taxes due upon vesting.(6) |

  108. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Upon a change-in-control or certain other corporate transactions of NVIDIA, unvested options, RSUs and PSUs will fully vest in some cases as described above under Employment, Severance and Change-in-Control Arrangements—Change-in-Control Arrangements. The table below shows our estimates of the amount of the benefit each of our NEOs would have received if the unvested options, RSUs and PSUs held by them as of January 28, 2018 had become fully vested as a result of a change-in-control. The estimated benefit amount of unvested options was calculated by multiplying the number of in-the-money unvested options held by the applicable NEO by the difference between the $243.33 closing price of our common stock on January 26, 2018, the last trading day of Fiscal 2018, as reported by NASDAQ, and the exercise price of the option. The estimated benefit amount of unvested RSUs and unvested PSUs was calculated by multiplying the number of RSUs or PSUs held by the applicable NEO by the $243.33 closing price of our common stock on January 26, 2018.

  109. Potential Payments Upon Termination or Change-in-Control

    | Name | Unvested In-the-Money Options, RSUs and PSUs at January 28, 2018 (#) (1) | Total Estimated Benefit ($) | | Jen-Hsun Huang | 682,875 | 166,163,974 | | Colette M. Kress | 234,577 | 57,079,621 | | Ajay K. Puri | 237,538 | 70,331,617 | | Debora Shoquist | 167,089 | 40,657,766 | | Timothy S. Teter | 48,700 | 11,850,171 |

  110. Potential Payments Upon Termination or Change-in-Control

    (1) The amounts in this column include unvested SY PSUs granted in Fiscal 2018 and MY PSUs granted in Fiscal 2016, Fiscal 2017 and Fiscal 2018 for each NEO, at Base Operating Plan. The numbers and values of SY PSUs granted in Fiscal 2018 at Base Operating Plan are set forth below under “Estimated Fiscal 2018 SY PSUs at Base Operating Plan Performance” and “Value of Estimated Fiscal 2018 SY PSUs at Base Operating Plan Performance,” respectively. The actual numbers and values of SY PSUs granted in Fiscal 2018 that became eligible to vest upon certification by our CC in February 2018 are set forth under “Actual Fiscal 2018 SY PSUs Eligible to Vest” and “Value of Actual Fiscal 2018 SY PSUs Eligible to Vest,” respectively. The values of the estimated and actual SY PSUs were calculated by multiplying the number of Estimated Fiscal 2018 SY PSUs at Base Operating Plan Performance and the number of Actual Fiscal 2018 SY PSUs Eligible to Vest, respectively, held by each respective NEO by the $243.33 closing price of our common stock on January 26, 2018.

  111. Potential Payments Upon Termination or Change-in-Control

    | Name | Estimated Fiscal 2018 SY PSUs at Base Operating Plan Performance (#) | Value of Estimated Fiscal 2018 SY PSUs at Base Operating Plan Performance ($) | Actual Fiscal 2018 SY PSUs Eligible to Vest (#) | Value of Actual Fiscal 2018 SY PSUs Eligible to Vest ($) | | Jen-Hsun Huang | 67,500 | 16,424,775 | 101,250 | 24,637,163 | | Colette M. Kress | 19,500 | 4,744,935 | 39,000 | 9,489,870 | | Ajay K. Puri | 20,000 | 4,866,600 | 40,000 | 9,733,200 | | Debora Shoquist | 14,500 | 3,528,285 | 29,000 | 7,056,570 | | Timothy S. Teter | — | — | — | — |

  112. Potential Payments Upon Termination or Change-in-Control

    The numbers and values of MY PSUs granted in Fiscal 2016 at Base Operating Plan Performance are set forth below under “Estimated MY PSUs Granted in Fiscal 2016 at Base Operating Plan Performance” and “Value of Estimated MY PSUs Granted in Fiscal 2016 at Base Operating Plan Performance,” respectively. The actual numbers and values of MY PSUs granted in Fiscal 2016 that became eligible to vest was determined after January 28, 2018, the ending date of the three year measurement period for MY PSUs, upon certification by our CC in February 2018 and are set forth below under “Actual MY PSUs Granted in Fiscal 2016 Eligible to Vest” and “Value of Actual MY PSUs Granted in Fiscal 2016 Eligible to Vest,” respectively. The values of the estimated and actual MY PSUs were calculated by multiplying the number of Estimated MY PSUs Granted in Fiscal 2016 at Base Operating Plan Performance and the number of Actual MY PSUs Granted in Fiscal 2016 Eligible to Vest, respectively, held by each respective NEO by the $243.33 closing price of our common stock on January 26, 2018.

  113. Potential Payments Upon Termination or Change-in-Control

    | Name | Estimated MY PSUs Granted in Fiscal 2016 at Base Operating Plan Performance (#) | Value of Estimated MY PSUs Granted in Fiscal 2016 at Base Operating Plan Performance ($) | Actual MY PSUs Granted in Fiscal 2016 Eligible to Vest (#) | Value of Actual MY PSUs Granted in Fiscal 2016 Eligible to Vest ($) | | Jen-Hsun Huang | 110,000 | 26,766,300 | 165,000 | 40,149,450 | | Colette M. Kress | 7,500 | 1,824,975 | 15,000 | 3,649,950 | | Ajay K. Puri | 7,500 | 1,824,975 | 15,000 | 3,649,950 | | Debora Shoquist | 6,000 | 1,459,980 | 12,000 | 2,919,960 | | Timothy S. Teter | — | — | — | — |

  114. Potential Payments Upon Termination or Change-in-Control

    The actual number of MY PSUs granted in Fiscal 2017 that will become eligible to vest will be determinable after January 27, 2019, the ending date of the three year measurement period for MY PSUs. The actual number of MY PSUs granted in Fiscal 2018 that will become eligible to vest will be determinable after January 26, 2020, the ending date of the three year measurement period for MY PSUs.

  115. Pay Ratio

    Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd Frank Act, we determined the ratio of: (a) the annual total compensation of our CEO, to (b) the median of the annual total compensation of all of our employees, except for our CEO, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. To determine the median of the annual total compensation of all of our employees, except for our CEO, we used a consistently applied compensation measure which aggregated, for each employee employed by us on the last business day of Fiscal 2018, or January 26, 2018: (i) target base salary as of January 26, 2018 (annualized for employees who were employed by us for less than the entire fiscal year), (ii) variable cash earned during Fiscal 2018, and (iii) aggregate full grant date fair value of equity awards granted during Fiscal 2018, calculated in accordance with FASB ASC Topic 718 and assuming the probable outcome of the conditions at Base Operating Plan for performance-based awards. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on January 26, 2018. After applying the methodology described above, our median employee compensation for Fiscal 2018 was $147,640. Our CEO’s compensation for Fiscal 2018 was $12,993,532. Therefore, our Fiscal 2018 CEO to median employee pay ratio was 88:1. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the CC nor our management used our Fiscal 2018 CEO to median employee pay ratio in making compensation decisions.