DEF 14A of Nvidia Corp
Filed Apr 29, 2020 · FY20200001045810-20-000055
Election of Directors (Proposal 1)
Election of Directors (Proposal 1) The following table provides summary information about each director nominee:
Election of Directors (Proposal 1)
| Name | Age | Director Since | Occupation | Independent | Financial Expert | Committee Membership | | Robert K. Burgess | 62 | 2011 | Independent Consultant | ü | ü | CC | | Tench Coxe | 62 | 1993 | Managing Director, Sutter Hill Ventures | ü | | CC | | Persis S. Drell | 64 | 2015 | Provost, Stanford University | ü | | CC | | Jen-Hsun Huang | 57 | 1993 | President & CEO, NVIDIA Corporation | | | | | Dawn Hudson | 62 | 2013 | Independent Consultant | ü | ü | AC | | Harvey C. Jones | 67 | 1993 | Managing Partner, Square Wave Ventures | ü | ü | CC, NCGC | | Michael G. McCaffery | 66 | 2015 | Managing Director, Makena Capital Management | ü | ü | AC | | Stephen C. Neal | 71 | 2019 | Chairman Emeritus & Senior Counsel, Cooley LLP | ü | | NCGC | | Mark L. Perry (1) | 64 | 2005 | Independent Consultant | ü | ü | AC, NCGC | | A. Brooke Seawell | 72 | 1997 | Venture Partner, New Enterprise Associates | ü | ü | CC | | Mark A. Stevens | 60 | 2008(2) | Managing Partner, S-Cubed Capital | ü | | AC, NCGC |
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 Board. While the Board benefits from the 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. Furthermore, James C. Gaither, who has served on our Board since 1999, is not seeking re-election effective as of the 2020 Meeting. 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 future market opportunities, and the number of directors who possess them: Our NCGC and Board also consider diversity in business experience, professional expertise, gender and ethnic background among Board members in recommending nominees to serve as directors. Corporate Governance Highlights Our Board is committed to strong corporate governance to promote the long-term interests 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. In the Fall of 2019, we contacted stockholders holding approximately 1% or more of our common stock (except for brokerage firms and index funds who we know do not engage in individual conversations with companies), representing an aggregate ownership of 31%, to gain insights into their views on corporate governance, executive compensation and environmental, social and corporate governance issues. Our management and Lead Director met with stockholders holding, in total, 19% of our common stock. Highlights of our corporate governance practices include:
Election of Directors (Proposal 1)
| ü Proxy access ü Declassified Board ü Majority voting for directors ü Active Board oversight of risk and risk management ü All Board members independent, except for our CEO ü Independent Lead Director | 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 NCGC participation ü Stock ownership guidelines for our directors and executive officers |
Proposal 1—Election of Directors
Proposal 1—Election of Directors
Proposal 1—Election of Directors
| What am I voting on? Electing the 11 director nominees identified below to hold office until the 2021 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. |
Proposal 1—Election of Directors
All of our directors have one-year terms and stand for election annually. James C. Gaither will be retiring and not seek re-election to our Board. Effective upon the start of the 2020 Meeting, our Board will have 11 members. We are deeply grateful to Mr. Gaither for 27 years of service to NVIDIA - since the formation of the company - including 22 years as a Board member. His wisdom, thoughtful guidance, and unwavering belief in our company contributed greatly to our success. He is a testament to the impact a board plays in the building of enduring companies. 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.
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.
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 was a director of IMRIS Inc., a provider of image guided therapy solutions, from 2010 until 2013; of Adobe from 2005 to 2019; and of Rogers Communications Inc., a communications and media company, from 2016 to 2019. He holds a BCom degree from McMaster University. Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial- and risk-management. He has 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: 62 | | | | Director Since: 2011 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | |
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 Artisan Partners Asset Management Inc., an institutional money management firm, and several privately held technology companies. He served on the board of directors of Mattersight Corp., a customer loyalty software firm from 2000 to 2018. Mr. Coxe holds a BA degree in Economics from Dartmouth College and an MBA degree from Harvard Business School. Mr. Coxe brings to the Board expertise in financial and transactional analysis and provides valuable perspectives on corporate strategy and emerging technology trends. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Managing Director, Sutter Hill Ventures | | | | Age: 62 | | | | Director Since: 1993 | | | | Committees: CC | | | | Independent Director | |
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, as well as Vice President for the U.S. Department of Energy SLAC National Accelerator Laboratory, Dr. Drell has been on the faculty at Stanford since 2002, and was the Dean of the Stanford School of Engineering from 2014 to 2017. She also served as the Director of SLAC from 2007 to 2012. Dr. Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and is a fellow of the American Physical Society. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a Ph.D. from the University of California Berkeley and an AB degree in Mathematics and Physics from Wellesley College. An accomplished researcher and educator, Dr. Drell brings to the Board expert leadership in guiding innovation in science and technology. | | | Provost, Stanford University | | | | Age: 64 | | | | Director Since: 2015 | | | | Committees: CC | | | | Independent Director | |
Our Director Nominees
| | JEN-HSUN HUANG | Jen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as president, chief executive officer, and a member of the board of directors. Prior to founding NVIDIA, Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, and from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. In 2017, he was named Fortune’s Businessperson of the Year. In 2019, Harvard Business Review ranked him No. 1 on its list of the world’s 100 best-performing CEOs over the lifetime of their tenure. Mr. Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University. Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in visual computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share. | | | President and Chief Executive Officer, NVIDIA Corporation | | | | Age: 57 | | | | Director Since: 1993 | | | | Committees: None | |
Our Director Nominees
| | DAWN HUDSON | Dawn Hudson serves on the boards of various companies. From 2014 to 2018, Ms. Hudson served as Chief Marketing Officer for the National Football League. Previously, she served from 2009 to 2014 as vice chairman of The Parthenon Group, an advisory firm focused on strategy consulting. She was president and chief executive officer of Pepsi-Cola North America, the beverage division of PepsiCo, Inc. for the U.S. and Canada, from 2005 to 2007 and president from 2002, and simultaneously served as chief executive officer of the foodservice division of PepsiCo, Inc. from 2005 to 2007. Previously, she spent 13 years in marketing, advertising and branding strategy, holding leadership positions at major agencies, such as D’Arcy Masius Benton & Bowles and Omnicom. Ms. Hudson currently serves on the board of directors of 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 until 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 until 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 until 2015; and of Amplify Snack Brands, Inc., a snack food company, from 2014 until 2018. She holds a BA degree in English from Dartmouth College. Ms. Hudson brings to the board experience in executive leadership. As a longtime marketing executive, she has valuable expertise and insights in leveraging brands, brand development and consumer behavior. She also has considerable corporate governance experience, gained from more than a decade of serving on the boards of public companies. | | | Independent Consultant | | | | Age: 62 | | | | Director Since: 2013 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | |
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 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: 67 | | | | Director Since: 1993 | | | | Committees: CC, NCGC | | | | Independent Director | | | | Financial Expert | |
Our Director Nominees
| | MICHAEL G. McCAFFERY | Michael G. McCaffery is the 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 Emeritus 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. | | | Managing Director, Makena Capital Management | | | | Age: 66 | | | | Director Since: 2015 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | |
Our Director Nominees
| | 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 serves as chairman of the board of directors of Levi Strauss & Co., an apparel company. 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: 71 | | | | Director Since: 2019 | | | | Committees: NCGC | | | | Independent Director | |
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: 64 | | | | Director Since: 2005 | | | | Committees: AC, NCGC | | | | Lead Director | | | | Financial Expert | |
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 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; and of Tableau Software, Inc., a business intelligence software company, from 2011 to August 2019. He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University. Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Venture Partner, New Enterprise Associates | | | | Age: 72 | | | | Director Since: 1997 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | |
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 was a director of Quantenna Communications, Inc., a provider of Wi-Fi solutions, from 2016 until 2019. He 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: 60 | | | | Director Since: 2008 (previously served 1993-2006) | | | | Committees: AC, NCGC | | | | Independent Director | |
Information About the Board of Directors and Corporate Governance
Information About the Board of Directors and Corporate Governance
Director Compensation
Director Compensation The CC reviews our non-employee director compensation program each year with the assistance of Exequity, who prepares a comprehensive assessment of our program, including comparison to our Fiscal 2019 peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. Following this review, the CC recommended no changes to our non-employee director compensation program for the year starting on the date of our 2019 Meeting, which we refer to as the 2019 Program. The CC subsequently recommended, and the Board approved, a mix of cash and equity awards with an approximate annual value of $300,000, which was slightly below the median total annual compensation paid by similarly-sized technology peer companies to their non-employee directors. We do not pay additional fees for serving as a chairperson or member of Board committees or for meeting attendance. Directors who are also employees do not receive fees or equity compensation for service on the Board.
Director Compensation for Fiscal 2020
Director Compensation for Fiscal 2020
Director Compensation for Fiscal 2020
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Robert K. Burgess | 75,000 | 184,536 | 259,536 | | Tench Coxe | 75,000 | 184,536 | 259,536 | | Persis S. Drell | 75,000 | 184,536 | 259,536 | | James C. Gaither | 75,000 | 184,536 | 259,536 | | Dawn Hudson | 75,000 | 184,536 | 259,536 | | Harvey C. Jones | 75,000 | 184,536 | 259,536 | | Michael G. McCaffery | 75,000 | 184,536 | 259,536 | | Stephen C. Neal (2) | 67,140 | 480,776(3) | 547,916 | | Mark L. Perry | 75,000 | 184,536 | 259,536 | | A. Brooke Seawell | 75,000 | 184,536 | 259,536 | | Mark A. Stevens | 75,000 | 184,536 | 259,536 |
Director Compensation for Fiscal 2020
| On May 23, 2019, each non-employee director received his or her RSU grant for 1,258 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 2020. The assumptions used in the calculation of values of the awards are set forth under Note 4 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 $146.69.(1) |
Director Compensation for Fiscal 2020
| Mr. Neal joined the Board in March 2019.(2) |
Director Compensation for Fiscal 2020
| On April 8, 2019, Mr. Neal received: (a) in connection with his appointment, an initial RSU grant for 1,419 shares, with a grant date fair value per share as determined under FASB ASC Topic 718 of $189.98, and (b) as compensation for his service on the Board through the date of the 2019 Meeting, an RSU grant for 139 shares, with a grant date fair value per share as determined under FASB ASC Topic 718 of $191.79.(3) |
Director Compensation for Fiscal 2020
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 26, 2020:
Director Compensation for Fiscal 2020
| Name | RSUs | Stock Options | Name | RSUs | Stock Options | | Robert K. Burgess | 629 | 58,041 | Michael G. McCaffery | 2,221 | — | | Tench Coxe | 629 | — | Stephen C. Neal | 2,816 | — | | Persis S. Drell | 2,221 | — | Mark L. Perry | 629 | — | | James C. Gaither | 2,221 | — | A. Brooke Seawell | 629 | 30,000 | | Dawn Hudson | 27,985 | 83,177 | Mark A. Stevens | 629 | — | | Harvey C. Jones | 4,279 | — | | | |
Director Compensation for Fiscal 2020
The following aggregate number of RSUs for which settlement was previously deferred were ultimately issued in Fiscal 2020: 6,213 RSUs for Mr. Burgess, 10,656 RSUs for Dr. Drell, 2,058 RSUs for Mr. Gaither, and 12,714 RSUs for Mr. McCaffery.
Executive Compensation Goals and Philosophies
| • | Stockholder Alignment: structure NEO pay to align with stockholders’ long-term interests and make adjustments in response to feedback received through our annual stockholder engagement and our annual “say-on-pay” vote. |
Executive Compensation Goals and Philosophies
| • | Simplicity and Transparency: utilize clear, simple performance metrics that are defined and reported publicly. |
Fiscal 2020 Executive Compensation Program Design
| Element | Purpose | Fixed or At-Risk | Performance Measure | % of Fiscal 2020 Target Pay* | | | | | | | CEO | Other NEOs | | CASH | | | | | | | Base Salary | Compensate for expected day-to-day performance | Fixed | N/A | 8% | 22% | | Variable Cash | Motivate and reward for annual corporate financial performance | At-Risk | Annual Revenue | 9% | 9% | | EQUITY | | | | | | | RSUs | Align with stockholder interests by linking NEO pay to the performance of our common stock | At-Risk | N/A | N/A | 24% | | SY PSUs | Align with stockholder interests by linking NEO pay to annual operational performance | At-Risk | Annual Non-GAAP Operating Income | 55% | 41% | | MY PSUs | Align with long-term stockholder interests by linking NEO pay to multi-year relative shareholder return | At-Risk | 3-Year TSR Relative to S&P 500 | 28% | 4% | | % OF PERFORMANCE-BASED PAY: | | | | 92% | 54% | | % OF AT-RISK PAY: | | | | 92% | 78% |
Financial Performance and Link to Executive Pay
| | Revenue | | Non-GAAP Operating Income* | | 3-Year TSR | | | | Performance Goal | Payout as a % of Target Opportunity(1) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(1) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(1) | | Threshold | $10.5 billion | 50% | $3.21 billion | 50% | 25th percentile | 25% | | Base Operating Plan (Target for MY PSUs) | $11.4 billion | 100% | $3.75 billion | 100% | 50th percentile | 100% | | Stretch Operating Plan (Stretch for MY PSUs) | $12.0 billion | 200% | $4.23 billion | 150% for CEO; 200% for our other NEOs | 75th percentile | 150% for CEO; 200% for our other NEOs | | Performance and Payout | Achieved Fiscal 2020 revenue of $10.92 billion, resulting in a Variable Cash Plan payout at 73.2% of target | | Achieved Fiscal 2020 Non-GAAP Operating Income of $3.73 billion, resulting in 98.6% of target SY PSUs becoming eligible to vest | | Achieved 3-year TSR of 138% (95th percentile of S&P 500), resulting in maximum number of MY PSUs becoming eligible to vest | |
Financial Performance and Link to Executive Pay
| For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.(1) |
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 NEOs to maintain meaningful stock ownership üMaintain a clawback policy for performance-based compensation | X Enter into agreements with NEOs providing for specific terms of employment or severance benefits X Give our executive officers special change-in-control benefits X Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards) X Give NEOs supplemental retirement benefits or perquisites that are not available to all employees X Provide tax gross-ups X Reprice stock options without stockholder approval X Pay dividends or the equivalent on unearned or unvested shares X Permit executive officers, employees or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan |
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 2020 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 compensation, and by Mr. Huang in his recommendations on our other NEOs’ compensation, for Fiscal 2020. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2020 performance goals prior to making its final and sole decision on all Fiscal 2020 NEO compensation. Additionally, Exequity advised the CC on the Fiscal 2020 compensation risk analysis prepared by management. The CC also certified performance-based Fiscal 2019 and Fiscal 2020 compensation payouts. During Fiscal 2020, 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 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.
Peer Companies and Market Compensation Data
Peer Companies and Market Compensation Data We believe our peers should be companies that (1) compete with us for executive talent; (2) have established businesses, market presence, and complexity similar to us; and (3) are generally of similar size to us, as measured by revenue and/or market capitalization at roughly 0.5-3.5x of us. Accordingly, we made significant updates to our peer group for Fiscal 2020:
Peer Companies and Market Compensation Data
| Fiscal 2020 Peer Group (1) | | | | | | Adobe Inc. | Cisco Systems, Inc. (2) | Intuit Inc. | Qualcomm Incorporated | Tesla, Inc. | | Advanced Micro Devices, Inc. | IBM (2) | Oracle Corporation (2) | Salesforce.com, Inc. | Texas Instruments | | Broadcom Limited | Intel Corporation (2) | PayPal (2) | SAP (2) | VMware, Inc. |
Peer Companies and Market Compensation Data
(1) Activision Blizzard, Analog Devices, Applied Materials, eBay, Electronic Arts, Lam Research, Micron Technology, Symantec, and Western Digital, each a Fiscal 2019 peer, were removed for Fiscal 2020 because their respective market capitalizations fell below our targeted range and/or for lack of competition for talent. (2) Added as a Fiscal 2020 peer for similar market capitalization to us. The CC determined our Fiscal 2020 peer group in December 2018. At that time, our revenue and market capitalization compared to our peer group companies as follows:
Peer Companies and Market Compensation Data
| | Revenue | Market Capitalization | | Fiscal 2020 Peer Group Median | $14.97 billion | $100.18 billion | | NVIDIA | $9.71 billion | $96.10 billion |
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 50th and 75th percentiles of peer company data, and also considers the factors below in determining NEO compensation opportunities.
Components of Pay
| | 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 (March 8, 2019) | On the 6th business day of March (March 8, 2019) | On the 6th business day of March (March 8, 2019) | | When Paid, Earned, or Issued | Retroactively paid to start of fiscal year, via biweekly payroll | If at least Threshold goal achieved, earned after fiscal year end, paid in March | Shares eligible to vest determined after fiscal year end based on performance achieved; if at least Threshold achieved, issued on each vesting date, subject to the NEO’s continued service on each such date | Shares eligible to vest determined after 3rd fiscal year end based on performance achieved; if at least Threshold achieved, issued on the sole vesting date, subject to the NEO’s continued service on such date | Issued 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 from grant | 3 years from grant | 4 years from grant | | Vesting Terms | N/A | N/A | If at least Threshold achieved, 25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafter | If at least Threshold achieved, 100% on approximately the 3-year anniversary of the grant date | 25% on approximately the 1-year anniversary of the grant date; 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 our 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 our 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 |
Total Target Compensation Approach
Total Target Compensation Approach In deciding Fiscal 2020 compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across different pay elements. Our CC compared Mr. Huang’s base salary, target variable cash opportunity, target equity opportunity, and total target pay against chief executives of our peer companies. For our other NEOs, our CC reviewed their respective total target pay against similarly situated executives of our peer companies. The CC also considered the factors discussed above in Factors Used in Determining Executive Compensation and the CC’s specific compensation objectives for Fiscal 2020. Our CC did not use a single formula or assign a specific weight to any one factor in determining each NEO’s target pay. Rather, our CC used its business judgment and experience to set total target compensation, mix of cash and equity, and fixed and at-risk pay opportunities for each NEO to achieve our program’s objectives. When the CC set each element of pay for an NEO, it considered the context of the levels of the other pay elements, and the resulting total target pay for such NEO. These amounts and structure allowed our NEOs to realize above-market value from equity awards and variable cash incentives only upon exceptional corporate performance. After also considering the Company’s forecast of flat to slightly down revenue for Fiscal 2020, the CC ultimately kept our NEOs’ target pay essentially flat with Fiscal 2019. There were no increases to base salaries or variable cash targets and only very minor adjustments to target equity values.
Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards
Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards For Fiscal 2020, the CC decided that the largest portion of NEOs’ total target pay would again be in the form of at-risk, performance-based equity. The CC believes an emphasis on long-term, at-risk opportunities drives results and increases 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 achieve, for PSUs, the predetermined performance goal and also, for both PSUs and RSUs, remain with us for a multi-year period (3 years for MY PSUs and 4 years for SY PSUs and RSUs) to fully vest in the awards. The CC concluded that, given Mr. Huang’s position as CEO, 100% of his equity grants should be at-risk and performance-based, tightly aligning his interests with stockholders. Consistent with its practice over the last five years, the CC granted 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). For our other NEOs, the CC provided roughly 65% of the target equity opportunity in the form of PSUs and 35% of the target equity opportunity in the form of RSUs, subject to individual adjustments determined appropriate by the CC. The CC evaluated market positioning, internal pay equity, individual performance, and level of unvested equity to determine a target equity opportunity value for our NEOs, which was set substantially equivalently to the target equity values for Fiscal 2019. To determine actual shares awarded, the CC used the 120-day trailing average of our stock price, 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. The target numbers of SY PSU and MY PSU shares were eligible to vest upon our achievement of the Base Operating Plan Non-GAAP Operating Income performance goal for Fiscal 2020, and the Target TSR performance goal relative to the S&P 500 over a 3-year period starting at the beginning of Fiscal 2020, respectively. No shares were eligible to vest if at least Threshold performance was not achieved. Shares underlying any PSUs that are not earned are cancelled. If the Company 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. If the Company achieved at least Stretch Operating Plan performance for SY PSUs (or Stretch performance for MY PSUs), the maximum number of shares eligible to vest was capped at 150% of Mr. Huang’s, and 200% of our other NEOs’ respective, PSU target opportunities.
Goals for and Achievement of Performance-Based Compensation
| | Variable Cash Plan | | SY PSUs | | MY PSUs | | | PERFORMANCE METRICS | | | | | | | | 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 | Annual performance indicator which drives value, contributes to Company’s long-term success Our executives focus on growth in the Company's specialized markets where our technologies did not previously exist; revenue growth is a strong predictor of the Company's future success Distinct, separate metric from Non-GAAP Operating Income | | Annual performance indicator which drives value, contributes to Company’s long-term success Reflects both our annual revenue generation and effective operating expense management To ensure long-term performance emphasis, structured to vest over a 4-year period | | Aligns directly with long-term shareholder value creation Provides direct comparison of our stock price performance (with dividends) against an index that represents a broader capital market with which we compete Relative (versus absolute) nature of goals accounts for macroeconomic factors impacting the broader market | | | PERFORMANCE LEVELS | | | | | | | | | Performance Goal | Payout as a % of Target Opportunity(1) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(1) | Performance Goal | Shares Eligible to Vest as a % of Target Opportunity(1) | | Threshold | $10.5 billion | 50% | $3.21 billion | 50% | 25th percentile | 25% | | Appropriately decelerated payout for performance below Base Operating Plan (Target for MY PSUs); uncertain, but attainable and high enough to create modest value | | | | | | | | Base Operating Plan (Target for MY PSUs) | $11.4 billion | 100% | $3.75 billion | 100% | 50th percentile | 100% | | Uncertain, but attainable with significant effort and execution success. Included budgeted investments in future businesses and revenue growth (and for PSUs, gross margin growth) considering macroeconomic conditions and reasonable but challenging growth estimates for ongoing and new businesses (2) | | | | | | | | Stretch Operating Plan (Stretch for MY PSUs) | $12.0 billion | 200% | $4.23 billion | 150% for CEO; 200% for our other NEOs | 75th percentile | 150% for CEO; 200% for our other NEOs | | Required exceptional achievement; only possible with strong market factors and a very high level of management execution and corporate performance | | | | | | |
Goals for and Achievement of Performance-Based Compensation
| | Variable Cash Plan | SY PSUs | MY PSUs | | ACTUAL RESULTS | | | | | Performance and Payout | Achieved Fiscal 2020 revenue of $10.92 billion, resulting in a Variable Cash Plan payout at 73.2% of target. | Achieved Fiscal 2020 Non-GAAP Operating Income of $3.73 billion, resulting in 98.6% of target SY PSUs becoming eligible to vest. 25% of the eligible SY PSU shares vested on March 18, 2020, approximately one year after grant, and 6.25% will vest every quarter thereafter for the next three years. The remaining shares that were ineligible to vest were cancelled in February 2020. | Achieved 3-year TSR ending Fiscal 2020 of 138% (95th percentile of S&P 500), resulting in maximum number of MY PSUs becoming eligible to vest. 100% of the eligible MY PSUs vested on March 18, 2020, after the 3-year performance period. |
Goals for and Achievement of Performance-Based Compensation
| For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.(1) |
Goals for and Achievement of Performance-Based Compensation
| Goals for Variable Cash Plan and SY PSUs were lower than in Fiscal 2019 to account for headwinds from excess channel inventory and hyperscale spending pause.(2) |
Target Fiscal 2020 Compensation Actions
| JEN-HSUN HUANG | | Target Pay ($) | Fiscal 2020 Compensation Actions | | President, CEO & Director | Base Salary | 1,000,000 | No change from Fiscal 2019 | | | Variable Cash | 1,100,000 | No change from Fiscal 2019 target; earned at $805,444 | | | Equity | 9,921,120 | Essentially flat with Fiscal 2019 | | | SY PSUs | 6,614,080 | 44,000 shares Target opportunity; 43,389 shares became eligible to vest | | | MY PSUs | 3,307,040 | 22,000 shares Target opportunity | | | Total | 12,021,120 | Essentially flat with Fiscal 2019 |
Target Fiscal 2020 Compensation Actions
| COLETTE M. KRESS | | Target Pay ($) | Fiscal 2020 Compensation Actions | | EVP & CFO | Base Salary | 900,000 | No change from Fiscal 2019 | | | Variable Cash | 300,000 | No change from Fiscal 2019 target; earned at $219,667 | | | Equity | 3,307,040 | Essentially flat with Fiscal 2019 | | | SY PSUs | 1,924,096 | 12,800 shares Target opportunity; 12,622 shares became eligible to vest | | | MY PSUs | 195,416 | 1,300 shares Target opportunity | | | RSUs | 1,187,528 | Granted 7,900 shares | | | Total | 4,507,040 | Essentially flat with Fiscal 2019 |
Target Fiscal 2020 Compensation Actions
| AJAY K. PURI | | Target Pay ($) | Fiscal 2020 Compensation Actions | | EVP, WW Field Operations | Base Salary | 950,000 | No change from Fiscal 2019 | | | Variable Cash | 650,000 | No change from Fiscal 2019 target; earned at $475,944 | | | Equity | 3,412,264 | Essentially flat with Fiscal 2019 | | | SY PSUs | 1,969,192 | 13,100 shares Target opportunity; 12,918 shares became eligible to vest | | | MY PSUs | 195,416 | 1,300 shares Target opportunity | | | RSUs | 1,247,656 | Granted 8,300 shares | | | Total | 5,012,264 | Essentially flat with Fiscal 2019 |
Target Fiscal 2020 Compensation Actions
| DEBORA SHOQUIST | | Target Pay ($) | Fiscal 2020 Compensation Actions | | EVP, Operations | Base Salary | 850,000 | No change from Fiscal 2019 | | | Variable Cash | 250,000 | No change from Fiscal 2019 target; earned at $183,056 | | | Equity | 2,405,120 | Essentially flat with Fiscal 2019 | | | SY PSUs | 1,428,040 | 9,500 shares Target opportunity; 9,368 shares became eligible to vest | | | MY PSUs | 150,320 | 1,000 shares Target opportunity | | | RSUs | 826,760 | Granted 5,500 shares | | | Total | 3,505,120 | Essentially flat with Fiscal 2019 |
Target Fiscal 2020 Compensation Actions
| TIMOTHY S. TETER | | Target Pay ($) | Fiscal 2020 Compensation Actions | | EVP, GC & Secretary | Base Salary | 850,000 | No change from Fiscal 2019 | | | Variable Cash | 250,000 | No change from Fiscal 2019 target; earned at $183,056 | | | Equity | 1,909,064 | Essentially flat with Fiscal 2019 | | | SY PSUs | 1,202,560 | 8,000 shares Target opportunity; 7,889 shares became eligible to vest | | | MY PSUs | 150,320 | 1,000 shares Target opportunity | | | RSUs | 556,184 | Granted 3,700 shares | | | Total | 3,009,064 | Essentially flat with Fiscal 2019 |
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. |
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 |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
Summary Compensation Table for Fiscal 2020, 2019, and 2018 The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2020, 2019, and 2018. Fiscal 2020, 2019, and 2018 were 52-week years.
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jen-Hsun Huang | 2020 | 996,514 | — | 9,676,920 | 805,444 | 13,402(3) | 11,492,280 | | President and CEO | 2019 | 996,514 | — | 11,611,022 | 1,021,900 | 13,402(3) | 13,642,838 | | | 2018 | 999,985 | — | 9,787,985 | 2,200,000 | 5,562(4) | 12,993,532 | | Colette M. Kress | 2020 | 896,863 | — | 3,307,188 | 219,667 | 9,122(5) | 4,432,840 | | Executive Vice President and CFO | 2019 | 896,863 | — | 3,791,203 | 278,700 | 8,622(5) | 4,975,388 | | | 2018 | 899,120 | — | 3,327,973 | 600,000 | 6,622(5) | 4,833,715 | | Ajay K. Puri | 2020 | 946,689 | — | 3,410,921 | 475,944 | 23,151(3) | 4,856,705 | | Executive Vice President, Worldwide Field Operations | 2019 | 946,689 | — | 3,898,599 | 603,850 | 15,428(3) | 5,464,566 | | | 2018 | 949,640 | — | 3,425,382 | 1,300,000 | 12,844(3) | 5,687,866 | | Debora Shoquist | 2020 | 847,037 | — | 2,407,200 | 183,056 | 20,478(5) | 3,457,771 | | Executive Vice President, Operations | 2019 | 847,037 | — | 2,776,480 | 232,250 | 14,104(5) | 3,869,871 | | | 2018 | 848,947 | — | 2,438,904 | 500,000 | 11,524(5) | 3,799,375 | | Timothy S. Teter | 2020 | 847,037 | — | 1,918,173 | 183,056 | 9,122(5) | 2,957,388 | | Executive Vice President, General Counsel and Secretary | 2019 | 847,037 | 450,000(6) | 2,228,115 | 232,250 | 8,622(5) | 3,766,024 | | | 2018 | 849,988 | — | 5,668,193 | 500,000 | 2,622(7) | 7,020,803 |
Summary Compensation Table for Fiscal 2020, 2019, and 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 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 4 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 for SY PSUs and Target for MY PSUs, determined in accordance with applicable accounting standards.(1) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
Based on Stretch Operating Plan and Stretch performance in Fiscal 2020, the respective grant date fair values of SY PSUs and MY PSUs granted in Fiscal 2020 would be $9,780,540 and $4,734,840 for Mr. Huang, $3,793,664 and $479,310 for Ms. Kress, $3,882,578 and $479,310 for Mr. Puri, $2,815,610 and $368,700 for Ms. Shoquist, and $2,371,040 and $368,700 for Mr. Teter. Based on Stretch Operating Plan and Stretch performance in Fiscal 2019, the respective grant date fair values of SY PSUs and MY PSUs granted in Fiscal 2019 would be $11,108,385 and $6,308,148 for Mr. Huang, $4,300,020 and $636,408 for Ms. Kress, $4,395,576 and $636,408 for Mr. Puri, $3,201,126 and $494,984 for Ms. Shoquist, and $2,723,346 and $494,984 for Mr. Teter. Based on Stretch Operating Plan and Stretch 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.
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| As applicable, reflects amounts earned in Fiscal 2020, 2019, and 2018 and paid in March or April of 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) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| 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.(3) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| Represents a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.(4) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| 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.(5) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| Represents an anniversary bonus paid in Fiscal 2018 that was earned in Fiscal 2019.(6) |
Summary Compensation Table for Fiscal 2020, 2019, and 2018
| Represents imputed income from life insurance coverage. This benefit is available to all eligible NVIDIA employees.(7) |
Grants of Plan-Based Awards for Fiscal 2020
Grants of Plan-Based Awards for Fiscal 2020 The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2020. 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 2020, 2019, and 2018 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.
Grants of Plan-Based Awards for Fiscal 2020
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) (2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jen-Hsun Huang | 3/8/19(3) | | — | | 22,000 | 44,000 | 66,000 | — | 6,520,360(4) | | | 3/8/19(5) | | — | | 5,500 | 22,000 | 33,000 | — | 3,156,560 | | | 3/8/19 | 550,000 | 1,100,000 | 2,200,000 | | — | | — | — | | Colette M. Kress | 3/8/19(3) | | — | | 6,400 | 12,800 | 25,600 | — | 1,896,832(4) | | | 3/8/19(5) | | — | | 325 | 1,300 | 2,600 | — | 239,655 | | | 3/8/19 | | — | | | — | | 7,900(6) | 1,170,701 | | | 3/8/19 | 150,000 | 300,000 | 600,000 | | — | | — | — | | Ajay K. Puri | 3/8/19(3) | | — | | 6,550 | 13,100 | 26,200 | — | 1,941,289(4) | | | 3/8/19(5) | | — | | 325 | 1,300 | 2,600 | — | 239,655 | | | 3/8/19 | | — | | | — | | 8,300(6) | 1,229,977 | | | 3/8/19 | 325,000 | 650,000 | 1,300,000 | | — | | — | — | | Debora Shoquist | 3/8/19(3) | | — | | 4,750 | 9,500 | 19,000 | — | 1,407,805(4) | | | 3/8/19(5) | | — | | 250 | 1,000 | 2,000 | — | 184,350 | | | 3/8/19 | | — | | | — | | 5,500(6) | 815,045 | | | 3/8/19 | 125,000 | 250,000 | 500,000 | | — | | — | — | | Timothy S. Teter | 3/8/19(3) | | — | | 4,000 | 8,000 | 16,000 | — | 1,185,520(4) | | | 3/8/19(5) | | — | | 250 | 1,000 | 2,000 | — | 184,350 | | | 3/8/19 | | — | | | — | | 3,700(6) | 548,303 | | | 3/8/19 | 125,000 | 250,000 | 500,000 | | — | | — | — |
Grants of Plan-Based Awards for Fiscal 2020
| Represents range of awards payable under our Fiscal 2020 Variable Cash Plan.(1) |
Grants of Plan-Based Awards for Fiscal 2020
| 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 4 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 for SY PSUs and Target for MY PSUs, determined in accordance with applicable accounting standards.(2) |
Grants of Plan-Based Awards for Fiscal 2020
| Represents range of possible shares able to be earned with respect to SY PSUs.(3) |
Grants of Plan-Based Awards for Fiscal 2020
| Based on the performance that was actually achieved for Fiscal 2020, the grant date fair value for the NEOs’ SY PSUs would be: $6,429,816 for Mr. Huang, $1,870,454 for Ms. Kress, $1,914,318 for Mr. Puri, $1,388,244 for Ms. Shoquist, and $1,169,071 for Mr. Teter.(4) |
Grants of Plan-Based Awards for Fiscal 2020
| Represents range of possible shares able to be earned with respect to MY PSUs.(5) |
Grants of Plan-Based Awards for Fiscal 2020
| Represents RSUs granted to Messrs. Puri and Teter and Mses. Kress and Shoquist in the first quarter of Fiscal 2020 pursuant to the 2007 Plan. The CC granted these awards on March 8, 2019, the same day that annual grants were made to all of our eligible employees.(6) |
Outstanding Equity Awards as of January 26, 2020
Outstanding Equity Awards as of January 26, 2020 The following table presents information regarding outstanding equity awards held by our NEOs as of January 26, 2020.
Outstanding Equity Awards as of January 26, 2020
| Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (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 | — | — | — | — | | | — | — | — | — | 35,625(3) | 8,923,350 | — | — | | | — | — | — | — | 31,641(4) | 7,925,438 | — | — | | | — | — | — | — | 15,672(5) | 3,925,523 | — | — | | | — | — | — | — | 43,389(6) | 10,868,077 | — | — | | | — | — | — | — | 50,250(7) | 12,586,620 | — | — | | | — | — | — | — | — | — | 23,100(8) | 5,786,088 | | | — | — | — | — | — | — | 33,000(9) | 8,265,840 | | Colette M. Kress | — | — | — | — | 2,407(10) | 602,905 | — | — | | | — | — | — | — | 2,157(11) | 540,285 | — | — | | | — | — | — | — | 1,875(12) | 469,650 | — | — | | | — | — | — | — | 1,619(13) | 405,527 | — | — | | | — | — | — | — | 1,561(14) | 390,999 | — | — | | | — | — | — | — | 1,678(15) | 420,305 | — | — | | | — | — | — | — | 7,900(16) | 1,978,792 | — | — | | | — | — | — | — | 13,875(3) | 3,475,410 | — | — | | | — | — | — | — | 12,188(4) | 3,052,850 | — | — | | | — | — | — | — | 4,551(5) | 1,139,934 | — | — | | | — | — | — | — | 12,622(6) | 3,161,559 | — | — | | | — | — | — | — | 4,000(7) | 1,001,920 | — | — | | | — | — | — | — | — | — | 1,800(8) | 450,864 | | | — | — | — | — | — | — | 2,600(9) | 651,248 | | Ajay K. Puri | — | — | — | — | 2,500(10) | 626,200 | — | — | | | — | — | — | — | 2,250(11) | 563,580 | — | — | | | — | — | — | — | 1,954(12) | 489,438 | — | — | | | — | — | — | — | 1,685(13) | 422,059 | — | — | | | — | — | — | — | 1,632(14) | 408,783 | — | — | | | — | — | — | — | 1,754(15) | 439,342 | — | — | | | — | — | — | — | 8,300(16) | 2,078,984 | — | — | | | — | — | — | — | 14,375(3) | 3,600,650 | — | — | | | — | — | — | — | 12,500(4) | 3,131,000 | — | — | | | — | — | — | — | 4,652(5) | 1,165,233 | — | — | | | — | — | — | — | 12,918(6) | 3,235,701 | — | — | | | — | — | — | — | 4,000(7) | 1,001,920 | — | — | | | — | — | — | — | — | — | 1,800(8) | 450,864 | | | — | — | — | — | — | — | 2,600(9) | 651,248 | | Debora Shoquist | — | — | — | — | 1,688(10) | 422,810 | — | — | | | — | — | — | — | 1,500(11) | 375,720 | — | — | | | — | — | — | — | 1,329(12) | 332,888 | — | — | | | — | — | — | — | 1,160(13) | 290,557 | — | — | | | — | — | — | — | 1,097(14) | 274,777 | — | — |
Outstanding Equity Awards as of January 26, 2020
| Debora Shoquist (con’t) | — | — | — | — | 1,176(15) | 294,564 | — | — | | | — | — | — | — | 5,500(16) | 1,377,640 | — | — | | | — | — | — | — | 9,750(3) | 2,442,180 | — | — | | | — | — | — | — | 9,063(4) | 2,270,100 | — | — | | | — | — | — | — | 3,388(5) | 848,626 | — | — | | | — | — | — | — | 9,368(6) | 2,346,497 | — | — | | | — | — | — | — | 3,000(7) | 751,440 | — | — | | | — | — | — | — | — | — | 1,400(8) | 350,672 | | | — | — | — | — | — | — | 2,000(9) | 500,960 | | Timothy S. Teter | — | — | — | — | 15,219(12) | 3,812,055 | — | — | | | — | — | — | — | 732(14) | 183,351 | — | — | | | — | — | — | — | 784(15) | 196,376 | — | — | | | — | — | — | — | 3,700(16) | 926,776 | — | — | | | — | — | — | — | 2,882(5) | 721,883 | — | — | | | — | — | — | — | 7,889(6) | 1,976,037 | — | — | | | — | — | — | — | — | — | 1,400(8) | 350,672 | | | — | — | — | — | — | — | 2,000(9) | 500,960 |
Outstanding Equity Awards as of January 26, 2020
| 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) |
Outstanding Equity Awards as of January 26, 2020
| Calculated by multiplying the number of RSUs or PSUs by the closing price ($250.48) of NVIDIA’s common stock on January 24, 2020, the last trading day before the end of our Fiscal 2020, as reported by Nasdaq.(2) |
Outstanding Equity Awards as of January 26, 2020
| The RSU was earned on January 29, 2017, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 15, 2017, 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 18, 2020.(3) |
Outstanding Equity Awards as of January 26, 2020
| The RSU was earned on January 28, 2018, based on achievement of a 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.(4) |
Outstanding Equity Awards as of January 26, 2020
| The RSU was earned on January 27, 2019, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 20, 2019, 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 16, 2022.(5) |
Outstanding Equity Awards as of January 26, 2020
| Represents the number of shares subject to the RSU that became eligible to vest, determined as of January 26, 2020, based on achievement toward the Base Operating Plan performance goal above Threshold performance. The RSU vested as to 25% of the shares on March 18, 2020, 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 15, 2023.(6) |
Outstanding Equity Awards as of January 26, 2020
| The RSU was earned on January 27, 2019, based on achievement of a performance goal. The RSU vested as to 100% of the shares on March 18, 2020.(7) |
Outstanding Equity Awards as of January 26, 2020
| Represents the possible number of shares that could be earned based on achieving Stretch performance goals. The number of PSUs that could be earned is based on our TSR relative to the S&P 500 from January 28, 2018 through January 31, 2021. If the performance goal is achieved, the shares earned will vest as to 100% on March 17, 2021. If the Threshold performance goal is achieved, 3,850 shares will be earned by Mr. Huang, 225 shares will be earned by Ms. Kress, 225 shares will be earned by Mr. Puri, 175 shares will be earned by Ms. Shoquist, and 175 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 15,400 shares will be earned by Mr. Huang, 900 shares will be earned by Ms. Kress, 900 shares will be earned by Mr. Puri, 700 shares will be earned by Ms. Shoquist, and 700 shares will be earned by Mr. Teter.(8) |
Outstanding Equity Awards as of January 26, 2020
| Represents the possible number of shares that could be earned based on achieving Stretch performance goals. The number of PSUs that could be earned is based on our TSR relative to the S&P 500 from January 28, 2019 through January 30, 2022. If the performance goal is achieved, the shares earned will vest as to 100% on March 16, 2022. If the Threshold performance goal is achieved, 5,500 shares will be earned by Mr. Huang, 325 shares will be earned by Ms. Kress, 325 shares will be earned by Mr. Puri, 250 shares will be earned by Ms. Shoquist, and 250 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 22,000 shares will be earned by Mr. Huang, 1,300 shares will be earned by Ms. Kress, 1,300 shares will be earned by Mr. Puri, 1,000 shares will be earned by Ms. Shoquist, and 1,000 shares will be earned by Mr. Teter.(9) |
Outstanding Equity Awards as of January 26, 2020
| The RSU vested as to 25% on March 15, 2017, 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 18, 2020.(10) |
Outstanding Equity Awards as of January 26, 2020
| 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.(11) |
Outstanding Equity Awards as of January 26, 2020
| 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.(12) |
Outstanding Equity Awards as of January 26, 2020
| The RSU vested 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.(13) |
Outstanding Equity Awards as of January 26, 2020
| The RSU vested as to 25% on March 20, 2019, 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 16, 2022.(14) |
Outstanding Equity Awards as of January 26, 2020
| The RSU vested as to 25% on September 18, 2019, 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 21, 2022.(15) |
Outstanding Equity Awards as of January 26, 2020
| The RSU vested as to 25% on March 18, 2020, 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 15, 2023.(16) |
Option Exercises and Stock Vested in Fiscal 2020
Option Exercises and Stock Vested in Fiscal 2020 The following table shows information regarding option exercises and stock vested by our NEOs during Fiscal 2020.
Option Exercises and Stock Vested in Fiscal 2020
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Jen-Hsun Huang | — | — | 292,502(3) | 51,430,979 | | Colette M. Kress | — | — | 90,814(4) | 16,075,378 | | Ajay K. Puri | — | — | 94,955(5) | 16,810,310 | | Debora Shoquist | — | — | 64,558(6) | 11,429,481 | | Timothy S. Teter | — | — | 15,340(7) | 2,773,804 |
Option Exercises and Stock Vested in Fiscal 2020
| Represents the gross number of shares acquired on vesting. Shares were withheld from these amounts to pay taxes due upon vesting.(1) |
Option Exercises and Stock Vested in Fiscal 2020
| 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) |
Option Exercises and Stock Vested in Fiscal 2020
| Includes an aggregate of 145,028 shares that were withheld to pay taxes due upon vesting.(3) |
Option Exercises and Stock Vested in Fiscal 2020
| Includes an aggregate of 44,421 shares that were withheld to pay taxes due upon vesting.(4) |
Option Exercises and Stock Vested in Fiscal 2020
| Includes an aggregate of 46,752 shares that were withheld to pay taxes due upon vesting.(5) |
Option Exercises and Stock Vested in Fiscal 2020
| Includes an aggregate of 31,363 shares that were withheld to pay taxes due upon vesting.(6) |
Option Exercises and Stock Vested in Fiscal 2020
| Includes an aggregate of 7,425 shares that were withheld to pay taxes due upon vesting.(7) |
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 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 RSUs and PSUs held by them as of January 26, 2020 had become fully vested as a result of a change-in-control, calculated by multiplying the number of unvested RSUs and PSUs held by the applicable NEO by the $250.48 closing price of our common stock on January 24, 2020.
Potential Payments Upon Termination or Change-in-Control
| Name | Unvested RSUs and PSUs at January 26, 2020 (#) (1) | Total Estimated Benefit ($) (1) | | Jen-Hsun Huang | 197,838 | 49,554,462 | | Colette M. Kress | 66,811 | 16,734,819 | | Ajay K. Puri | 68,902 | 17,258,573 | | Debora Shoquist | 48,351 | 12,110,958 | | Timothy S. Teter | 33,017 | 8,270,098 |
Potential Payments Upon Termination or Change-in-Control
(1) With respect to unvested PSUs, the amounts in these columns assume performance at Base Operating Plan (with respect to SY PSUs granted in Fiscal 2020) and Target (with respect to MY PSUs granted in Fiscal 2018, Fiscal 2019, and Fiscal 2020) in accordance with SEC rules. The two tables below reflect the actual numbers of the SY PSUs granted in Fiscal 2020 and MY PSUs granted in Fiscal 2018 that would be eligible to vest, based on our performance during the relevant performance period for such awards, as certified by our CC shortly after the end of Fiscal 2020. The values of the estimated and actual SY PSUs and MY PSUs in the tables below were calculated by multiplying the applicable number of SY PSUs and MY PSUs held by each respective NEO and listed below, by the $250.48 closing price of our common stock on January 24, 2020. SY PSUs granted in Fiscal 2020 - Actual Achievement (versus Base Operating Performance)
Potential Payments Upon Termination or Change-in-Control
| Name | Estimated SY PSUs Granted in Fiscal 2020 at Base Operating Plan Performance (#) | Value of Estimated SY PSUs Granted in Fiscal 2020 at Base Operating Plan Performance ($) | Actual SY PSUs Granted in Fiscal 2020 Eligible to Vest (#) | Value of Actual SY PSUs Granted in Fiscal 2020 Eligible to Vest ($) | | Jen-Hsun Huang | 44,000 | 11,021,120 | 43,389 | 10,868,077 | | Colette M. Kress | 12,800 | 3,206,144 | 12,622 | 3,161,559 | | Ajay K. Puri | 13,100 | 3,281,288 | 12,918 | 3,235,701 | | Debora Shoquist | 9,500 | 2,379,560 | 9,368 | 2,346,497 | | Timothy S. Teter | 8,000 | 2,003,840 | 7,889 | 1,976,037 |
Potential Payments Upon Termination or Change-in-Control
MY PSUs granted in Fiscal 2018 - Actual Achievement (versus Target Performance)
Potential Payments Upon Termination or Change-in-Control
| Name | Estimated MY PSUs Granted in Fiscal 2018 at Target Performance (#) | Value of Estimated MY PSUs Granted in Fiscal 2018 at Target Performance ($) | Actual MY PSUs Granted in Fiscal 2018 Eligible to Vest (#) | Value of Actual MY PSUs Granted in Fiscal 2018 Eligible to Vest ($) | | Jen-Hsun Huang | 33,500 | 8,391,080 | 50,250 | 12,586,620 | | Colette M. Kress | 2,000 | 500,960 | 4,000 | 1,001,920 | | Ajay K. Puri | 2,000 | 500,960 | 4,000 | 1,001,920 | | Debora Shoquist | 1,500 | 375,720 | 3,000 | 751,440 | | Timothy S. Teter * | — | — | — | — |
Potential Payments Upon Termination or Change-in-Control
* Mr. Teter joined NVIDIA in January of 2017 and did not receive PSUs until Fiscal 2019. The actual number of MY PSUs granted in Fiscal 2019 that will become eligible to vest will be determinable after January 31, 2021, the ending date of the three year measurement period for MY PSUs. The actual number of MY PSUs granted in Fiscal 2020 that will become eligible to vest will be determinable after January 30, 2022, the ending date of the three year measurement period for MY PSUs.
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 our employees, except for our CEO, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We determined our median employee for purposes of the pay ratio calculation for Fiscal 2018 by using 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, we determined the identity of our median employee for Fiscal 2018. We concluded that because there have been no changes to our employee population or employee compensation arrangements since the end of Fiscal 2018 that would significantly impact our pay ratio disclosure for Fiscal 2020, we would use the same individual in our Fiscal 2020 pay ratio calculation. Our median employee’s compensation for Fiscal 2020 was $178,944. Our CEO’s compensation for Fiscal 2020 was $11,492,280. Therefore, our Fiscal 2020 CEO to median employee pay ratio was 64:1. 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 2020 CEO to median employee pay ratio in making compensation decisions.