DEF 14A of Nvidia Corp, May 8, 2023

DEF 14A of Nvidia Corp

Filed May 8, 2023 · FY20230001045810-23-000080

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 | Independent | Financial Expert (1) | Committee Membership | Other Public Company Boards | | Robert K. Burgess | 65 | 2011 | ü | ü | CC | | | Tench Coxe | 65 | 1993 | ü | | CC | 1 | | John O. Dabiri | 43 | 2020 | ü | | CC | | | Persis S. Drell | 67 | 2015 | ü | | NCGC | | | Jen-Hsun Huang | 60 | 1993 | | | | | | Dawn Hudson | 65 | 2013 | ü | ü | CC Chairperson | 2(2) | | Harvey C. Jones | 70 | 1993 | ü | ü | CC, NCGC Chairperson (3) | | | Michael G. McCaffery | 69 | 2015 | ü | ü | AC Chairperson (4) | 1 | | Stephen C. Neal Lead Director (5) | 74 | 2019 | ü | | NCGC Chairperson (3) | | | Mark L. Perry Lead Director (5) | 67 | 2005 | ü | ü | AC, NCGC | | | A. Brooke Seawell | 75 | 1997 | ü | ü | AC Chairperson (4) | 1 | | Aarti Shah | 58 | 2020 | ü | | AC | | | Mark A. Stevens | 63 | 2008(6) | ü | | AC, NCGC | |

  3. Election of Directors (Proposal 1)

    (1) For purposes of qualifying as an AC financial expert (2) Ms. Hudson is not seeking re-election to Modern Times Group MTG AB’s board of directors effective as of MTG’s 2023 annual general meeting (3) Mr. Jones will serve as NCGC Chairperson until our 2023 Meeting, at which time Mr. Neal will take over as NCGC Chairperson (4) Mr. McCaffery will serve as AC Chairperson until our 2023 Meeting, at which time Mr. Seawell will take over as AC Chairperson (5) Mr. Perry will serve as Lead Director until our 2023 Meeting, at which time Mr. Neal will take over as Lead Director (6) Previously served as a member of our Board from 1993 until 2006

  4. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  5. Proposal 1—Election of Directors

    | What am I voting on? Electing the 13 director nominees identified below to hold office until the 2024 Meeting and until his or her successor is elected or appointed. Vote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes. Effect of abstentions: None. Effect of broker non-votes: None. |

  6. Proposal 1—Election of Directors

    Our Board has 13 members. All of our directors have one-year terms and stand for election annually. Our nominees include 12 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 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.

  7. 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.

  8. 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 to 2013, of Adobe from 2005 to 2019, and of Rogers Communications Inc., a communications and media company, from 2016 to 2019. He holds a BCom degree from McMaster University. Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial and risk management. He has been in the computer graphics industry since 1984. He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable insight on a range of issues in the technology industry. | | | Independent Consultant | | | | Age: 65 | | | | Director Since: 2011 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  9. Our Director Nominees

    | | TENCH COXE | Tench Coxe was a managing director of Sutter Hill Ventures, a venture capital investment firm, from 1989 to 2020, where he focused on investments in the IT sector. Prior to joining Sutter Hill Ventures in 1987, he was director of marketing and MIS at Digital Communication Associates. He serves on the board of directors of Artisan Partners Asset Management Inc., an institutional money management firm. He was a director of Mattersight Corp., a customer loyalty software firm, from 2000 to 2018. Mr. Coxe holds a BA degree in Economics from Dartmouth College and an MBA degree from Harvard Business School. Mr. Coxe brings to the Board expertise in financial and transactional analysis and provides valuable perspectives on corporate strategy and emerging technology trends. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Former Managing Director, Sutter Hill Ventures | | | | Age: 65 | | | | Director Since: 1993 | | | | Committees: CC | | | | Independent Director | | | | Other Current Public Company Boards: •Artisan Partners Asset Management Inc. (since 1995) | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  10. Our Director Nominees

    | | JOHN O. DABIRI | John O. Dabiri is the Centennial Professor of Aeronautics and Mechanical Engineering at the California Institute of Technology. He is the recipient of a MacArthur Foundation "Genius Grant," the National Science Foundation Alan T. Waterman Award, and the Presidential Early Career Award for Scientists and Engineers. He heads the Dabiri Lab, which conducts research at the intersections of fluid mechanics, energy and environment, and biology. From 2015 to 2019, he served as a Professor of Civil and Environmental Engineering and of Mechanical Engineering at Stanford University, where he was recognized with the Eugene L. Grant Award for Excellence in Teaching. From 2005 to 2015, he was a Professor of Aeronautics and Bioengineering at the California Institute of Technology, during which time he also served as Director of the Center for Bioinspired Wind Energy, Chair of the Faculty, and Dean of Students. Dr. Dabiri is a Fellow of the American Physical Society, where he previously served as Chair of the Division of Fluid Dynamics. He serves on President Biden's Council of Advisors on Science and Technology (PCAST) and Energy Secretary Granholm's Energy Advisory Board (SEAB). He also serves on the Board of Trustees of the Gordon and Betty Moore Foundation and previously served as a member of the National Academies’ Committee on Science, Technology, and Law. Dr. Dabiri holds a PhD degree in Bioengineering and an MS degree in Aeronautics from the California Institute of Technology, and a BSE degree summa cum laude in Mechanical and Aerospace Engineering from Princeton University. Dr. Dabiri brings to the Board a versatile research background and cutting-edge expertise in various engineering fields, along with a proven record of successful innovation. | | | Centennial Professor of Aeronautics and Mechanical Engineering, California Institute of Technology | | | | Age: 43 | | | | Director Since: 2020 | | | | Committees: CC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Industry & Technical | | | | Emerging Technologies & Business Models | | | | Diversity | |

  11. 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 also served as the Director of SLAC from 2007 to 2012. Dr. Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and is a fellow of the American Physical Society and a fellow of the American Association for the Advancement of Science. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a PhD from the University of California, Berkeley and an AB degree in Mathematics and Physics from Wellesley College. An accomplished researcher and educator, Dr. Drell brings to the Board expert leadership in guiding innovation in science and technology. | | | Provost, Stanford University | | | | Age: 67 | | | | Director Since: 2015 | | | | Committees: NCGC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | | | | Diversity | |

  12. 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. Mr. Huang is a recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award; IEEE Founder’s Medal; the Dr. Morris Chang Exemplary Leadership Award; and honorary doctorate degrees from Taiwan’s National Chiao Tung University, National Taiwan University, and Oregon State University. He was included in TIME magazine’s 2021 list of the world’s 100 most influential people. In 2019, Harvard Business Review ranked him No. 1 on its list of the world’s 100 best-performing CEOs over the lifetime of their tenure. In 2017, he was named Fortune’s Businessperson of the Year. Prior to founding NVIDIA, Huang worked at LSI Logic and Advanced Micro Devices. Mr. Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University. Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in accelerated computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share. | | | President and Chief Executive Officer, NVIDIA Corporation | | | | Age: 60 | | | | Director Since: 1993 | | | | Committees: None | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | | | | Diversity | |

  13. 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 Group Inc. Ms. Hudson currently serves on the board of directors of The Interpublic Group of Companies, Inc., an advertising holding company; Modern Times Group MTG AB, a gaming company (1); and a private skincare company. She was a director of P.F. Chang’s China Bistro, Inc., a restaurant chain, from 2010 to 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 to 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 to 2015; and of Amplify Snack Brands, Inc., a snack food company, from 2014 to 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. (1) Ms. Hudson is not seeking re-election to Modern Times Group MTG AB’s board of directors effective as of MTG’s 2023 annual general meeting | | | Former Chief Marketing Officer, National Football League | | | | Age: 65 | | | | Director Since: 2013 | | | | Current Committees: CC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: •The Interpublic Group of Companies, Inc. (since 2011) •Modern Times Group MTG AB (since 2020) (1) | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Marketing, Communications & Brand Management | | | | Human Capital Management Experience | | | | Diversity | |

  14. 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. He was a director of Tintri Inc., a company that built data storage solutions for virtual and cloud environments, from 2014 to 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: 70 | | | | Director Since: 1993 | | | | Current Committees: CC, NCGC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Human Capital Management Experience | |

  15. Our Director Nominees

    | | MICHAEL G. McCAFFERY | Michael G. McCaffery is the Chairman of the Board of Directors of Makena Capital Management, LLC, an investment management firm. From 2013 to 2023, he was the Managing Director of Makena Capital Management. From 2005 to 2013, he was the Chief Executive Officer of Makena Capital Management. From 2000 to 2006, he was the President and Chief Executive Officer of the Stanford Management Company, the university subsidiary charged with managing Stanford University’s financial and real estate investments. Prior to Stanford Management Company, Mr. McCaffery was President and Chief Executive Officer of Robertson Stephens and Company, a San Francisco-based investment bank and investment management firm, from 1993 to 1999, and also served as Chairman in 2000. Mr. McCaffery is currently a director of C3.ai, Inc., an AI software provider, and also serves on the boards of directors, or on the advisory boards, of several privately held companies and non-profits. He was a director of KB Home, a homebuilding company, from 2003 until 2015. He holds a BA degree from the Woodrow Wilson School of Public and International Affairs at Princeton University, a BA Honours degree and an MA degree in Politics, Philosophy and Economics from Merton College, Oxford University, Oxford, England, and an MBA degree from the Stanford Graduate School of Business. Mr. McCaffery brings to the Board a broad array of business, investment and real estate experience and recognized expertise in financial matters, as well as a demonstrated commitment to good corporate governance. | | | Chairman of the Board of Directors, Makena Capital Management | | | | Age: 69 | | | | Director Since: 2015 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: •C3.ai, Inc. (since 2009) | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Human Capital Management Experience | |

  16. 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 served on the board of directors of Levi Strauss & Co. from 2007 to 2021, and served as chairperson from 2011 to 2021. Mr. Neal holds an AB degree from Harvard University and a JD degree from Stanford Law School. Mr. Neal brings to the Board deep knowledge and broad experience in corporate governance as well as his perspectives drawn from advising many companies throughout his career. | | | Chairman Emeritus and Senior Counsel, Cooley LLP | | | | Age: 74 | | | | Director Since: 2019 | | | | Committees: NCGC | | | | Lead Director (As of 2023 Meeting) | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Governance & Public Company Board | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | |

  17. 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 2015, Mr. Perry served as an Entrepreneur-in-Residence at Third Rock Ventures, a venture capital firm. He served from 2007 to 2011 as president and chief executive officer of Aerovance, Inc., a biopharmaceutical company. He was an executive officer from 1994 to 2004 at Gilead Sciences, Inc., a biopharmaceutical company, serving in a variety of capacities, including general counsel, chief financial officer, and executive vice president of operations, responsible for worldwide sales and marketing, legal, manufacturing and facilities; he was also its senior business advisor until 2007. From 1981 to 1994, Mr. Perry was with the law firm Cooley LLP, where he was a partner for seven years. He served on the board of MyoKardia, Inc. from 2012 to 2020 and on the board of Global Blood Therapeutics, Inc. from 2015 to 2022. 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 and Director | | | | Age: 67 | | | | Director Since: 2005 | | | | Committees: AC, NCGC | | | | Lead Director (Until 2023 Meeting) | | | | Financial Expert | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | |

  18. 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, of Tableau Software, Inc., a business intelligence software company, from 2011 to 2019, and of Eargo, Inc., a medical device company, from 2020 to 2022. He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University. Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Venture Partner, New Enterprise Associates | | | | Age: 75 | | | | Director Since: 1997 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: •Tenable Holdings, Inc. (since 2017) | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  19. Our Director Nominees

    | | AARTI SHAH | Aarti Shah serves on the boards of various companies and non-profit organizations. Dr. Shah worked at Eli Lilly and Company for 27.5 years and served in several functional and business leadership roles, most recently as senior vice president and chief information and digital officer, as well as senior statistician, research scientist, vice president for biometrics, and global brand development leader in Lilly’s Bio-Medicines business unit. Dr. Shah has served on the board of trustees of Northwestern Mutual since 2020. She also serves on several nonprofit boards, including the Indiana India Business Council and Shrimad Rajchandra Love & Care USA. She served on the Indianapolis Public Library Foundation board for the full term of 9 years and on the Center for Interfaith Cooperation for the full term of 4 years. Dr. Shah received her bachelor’s and master’s degrees in statistics and mathematics in India before completing her PhD in applied statistics from the University of California, Riverside. Dr. Shah brings to the Board executive leadership and senior operating experience. Additionally she brings expertise in drug development and technical expertise in the areas of information technology, cybersecurity, advanced analytics, data sciences and digital health. | | | Former Senior Vice President & Chief Information and Digital Officer, Eli Lilly and Company | | | | Age: 58 | | | | Director Since: 2020 | | | | Committees: AC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | | | | Diversity | |

  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 is a Trustee of the University of Southern California. He was a director of Quantenna Communications, Inc., a provider of Wi-Fi solutions, from 2016 until 2019. Mr. Stevens holds a BSEE degree, a BA degree in Economics and an MS degree in Computer Engineering from the University of Southern California and an MBA degree from Harvard Business School. Mr. Stevens brings to the Board a deep understanding of the technology industry, and the drivers of structural change and high-growth opportunities. He provides valuable insight regarding corporate strategy development and the analysis of acquisitions and divestitures. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Managing Partner, S-Cubed Capital | | | | Age: 63 | | | | Director Since: 2008 (previously served 1993-2006) | | | | Committees: AC, NCGC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | |

  21. Information About the Board of Directors and Corporate Governance

    Information About the Board of Directors and Corporate Governance

  22. Director Compensation

    Director Compensation The CC reviews our non-employee director compensation annually with the assistance of Exequity LLP, the CC’s independent compensation consultant. Exequity LLP prepares a comprehensive assessment of our program, including comparison to the executive compensation peer group most recently approved by the CC at the time of assessment, an update on recent trends in director compensation, and a review of related corporate governance best practices. For our non-employee director compensation program for the year starting on the date of our 2022 Meeting, or the 2022 Program, the CC recommended, and the Board approved, maintaining the same compensation as the previous year — a mix of cash and equity awards with an approximate annual value of $340,000. This was slightly below the median total annual compensation paid by the peer group to their non-employee directors. We do not pay additional fees for serving as a Lead Director, as chairperson or member of our AC, CC or NCGC (our three standard Board committees), or for meeting attendance. Directors who are also employees do not receive fees or equity compensation for service on the Board.

  23. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023

  24. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Robert K. Burgess | 85,000 | 268,978 | 353,978 | | Tench Coxe | 85,000 | 268,978 | 353,978 | | John O. Dabiri | 85,000 | 268,978 | 353,978 | | Persis S. Drell | 85,000 | 268,978 | 353,978 | | Dawn Hudson | 85,000 | 268,978 | 353,978 | | Harvey C. Jones | 85,000 | 268,978 | 353,978 | | Michael G. McCaffery | 85,000 | 268,978 | 353,978 | | Stephen C. Neal | 85,000 | 268,978 | 353,978 | | Mark L. Perry | 85,000 | 268,978 | 353,978 | | A. Brooke Seawell | 85,000 | 268,978 | 353,978 | | Aarti Shah | 85,000 | 268,978 | 353,978 | | Mark A. Stevens | 85,000 | 268,978 | 353,978 |

  25. Director Compensation for Fiscal 2023

    (1) Amounts shown do not reflect amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value, calculated in accordance with ASC 718, for RSU awards granted during Fiscal 2023. The assumptions used in the calculation of award values are set forth in Note 4 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. On June 3, 2022, each non-employee director serving on the Board received their RSU grant for 1,438 shares, representing their 2022 Program RSUs. The grant date fair value per share for these awards as determined under ASC 718 was $187.05. The following table provides information regarding the aggregate number of unvested RSUs held by each of our non-employee directors as of January 29, 2023:

  26. Director Compensation for Fiscal 2023

    | Name | RSUs | Name | RSUs | | Robert K. Burgess | 719 | Michael G. McCaffery | 719 | | Tench Coxe | 719 | Stephen C. Neal | 719 | | John O. Dabiri | 1,135 | Mark L. Perry | 719 | | Persis S. Drell | 719 | A. Brooke Seawell | 719 | | Dawn Hudson | 719 | Aarti Shah | 1,287 | | Harvey C. Jones | 719 | Mark A. Stevens | 719 |

  27. Director Compensation for Fiscal 2023

    None of our non-employee directors held unexercised stock options as of January 29, 2023.

  28. Fiscal 2023 Executive Compensation Program Elements, Adjustments, Achievement and Payouts

    Fiscal 2023 Executive Compensation Program Elements, Adjustments, Achievement and Payouts NVIDIA’s executive compensation program in Fiscal 2023 continued to be guided by a pay for performance philosophy to align NEO pay with our stockholders’ interests. Approximately 96% of our CEO’s total target pay, and approximately 56% of our other NEOs’ total target pay, was dependent on corporate performance. Executive compensation elements were:

  29. Fiscal 2023 Executive Compensation Program Elements, Adjustments, Achievement and Payouts

    | Base Salary | + | Variable Cash | + | Equity | | | | | | | CEO | NEOs other than CEO | | | | Based on annual revenue | | SY PSUs based on annual Non-GAAP Operating Income performance, vesting over 4 years | SY PSUs based on annual Non-GAAP Operating Income performance, vesting over 4 years | | | | | | MY PSUs based on 3-year TSR relative to the S&P 500, vesting over 3 years | MY PSUs based on 3-year TSR relative to the S&P 500, vesting over 3 years | | | | | | | RSUs vesting over 4 years |

  30. Fiscal 2023 Executive Compensation Program Elements, Adjustments, Achievement and Payouts

    | Target Pay Adjustments | Increased Performance Goals | | •No changes to base salary or variable cash | •Threshold goals for Revenue and Non-GAAP Operating Income each set above record-level Fiscal 2022 actual performance | | •Increased target equity value for each NEO by $2 million, maintaining the same proportions as Fiscal 2022 across SY PSUs, MY PSUs and RSUs | |

  31. Performance Achievement and Payouts

    Performance Achievement and Payouts

  32. Performance Achievement and Payouts

    | Fiscal 2023 revenue fell short of Threshold goal | | No Variable Cash Plan payout | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold goal | | No SY PSUs eligible to vest | Fiscal 2021 to 2023 3-year relative TSR at 99th percentile, exceeding Stretch Operating Plan goal | | Maximum MY PSUs granted in Fiscal 2021 eligible to vest |

  33. Our Compensation Philosophy and Practices

    | What We Do | What We Don’t Do | | üEmphasize at-risk, performance-based compensation, with simple and objective goals for each such component of pay üInclude multi-year PSU awards üUse annual and 3-year performance targets to determine PSU awards earned üRequire NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards üEvaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate üMinimize excessive risk-taking üCap performance-based variable cash and PSU payouts üRetain an independent compensation consultant reporting directly to the CC üRequire NEOs to maintain meaningful stock ownership üMaintain a clawback policy for performance-based compensation | X Enter into agreements with NEOs providing for specific terms of employment or severance benefits X Give our executive officers special change-in-control benefits X Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards) X Give NEOs supplemental retirement benefits X Provide tax gross-ups X Reprice stock options without stockholder approval X Pay dividends or the equivalent on unearned or unvested equity X Permit executive officers, employees or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan |

  34. Roles of the CC, Compensation Consultant and Management

    Roles of the CC, Compensation Consultant and Management The roles of our CC; our independent compensation consultant, Exequity, which reports directly to our CC; and management, including our CEO, CFO, and Human Resources and Legal departments, in setting our Fiscal 2023 NEO compensation program are summarized below. During Fiscal 2023, 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 interests, taking into consideration the following: •Exequity does not provide any services directly to NVIDIA (although we pay Exequity on the CC’s behalf); •The percentage of Exequity’s total revenue resulting from fees paid by us on the CC’s behalf; •Exequity’s conflict of interest policies and procedures; •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 •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 interests. Our CC reviews and approves the compensation of all of our NEOs, and solicits the input of Mr. Huang and Exequity for its NEO compensation decisions. Specifically, at the CC’s direction, Exequity and management recommended a peer group for our Fiscal 2023 executive pay program, which was approved by the CC. Management gathered peer data from the Radford Global Technology Survey, or the Radford 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 2023. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2023 performance goals prior to making its final and sole decision on all Fiscal 2023 NEO compensation. Ultimately, the CC certified performance-based compensation payouts for the applicable performance periods that concluded at the end of Fiscal 2023 relating to the Variable Cash Plan, SY PSUs granted during Fiscal 2023 and MY PSUs granted during Fiscal 2021. Exequity also advised the CC on the Fiscal 2023 compensation risk analysis prepared by management.

  35. 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. After consultation with management, the CC determined that the existing peer group generally continued to be appropriate for Fiscal 2023, except for removing Tesla, Inc., as their compensation model differs significantly from ours, and adding Netflix, Inc. and Visa Inc. due to their revenues and market capitalizations being similar to ours:

  36. Fiscal 2023 Peer Group

    Fiscal 2023 Peer Group

  37. Fiscal 2023 Peer Group

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

  38. Fiscal 2023 Peer Group

    Our CC chose each member of the peer group after considering a combination of the factors described above. As a result, while some of our compensation peer group members may be smaller or larger than us in terms of market capitalization or revenue, the CC has determined that such companies were still within a reasonable range of sizes compared to us and should be included in the peer group because we compete with them for talent and because they have established businesses with complexity similar to ours. In determining our Fiscal 2023 peer group, the CC reviewed our trailing 12-month revenue (as previously reported up through our third quarter results for Fiscal 2022) and market capitalization as of November 2021, compared to the median of our peer group companies, which was as follows:

  39. Fiscal 2023 Peer Group

    | | Revenue | Market Capitalization | | Fiscal 2023 Peer Group Median | $27.2 billion | $218.5 billion | | NVIDIA | $24.3 billion | $781.8 billion |

  40. Fiscal 2023 Peer Group

    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. We compare the total compensation opportunity for our NEOs and similarly situated executives at the 25th, 50th and 75th percentiles of peer company data where available, and the CC considers the factors below in determining NEO compensation opportunities.

  41. Components of Pay

    | | Fixed Compensation | At-Risk Compensation | | | | | | Base Salary | Variable Cash | SY PSUs | MY PSUs | RSUs (1) | | Form | Cash | Cash | Equity | Equity | Equity | | Who Receives | NEOs | NEOs | NEOs | NEOs | NEOs except our CEO | | 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 | 6.25% vests quarterly from the grant date (2) | | Timeframe Emphasized | Annual | Annual | Long-term | Long-term | Long-term | | Purpose | Compensate for expected day-to-day performance | Reward for annual corporate financial performance | Align with stockholder interests by linking NEO pay to annual operational performance | Align with long-term stockholder interests by linking NEO pay to multi-year relative shareholder return | Align with stockholder interests by linking NEO pay to stock price performance | | Maximum Amount That Can Be Earned | N/A | 200% of target 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 and 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 and shares vest | 100% of grant Ultimate value delivered depends on stock price on date shares vest |

  42. Components of Pay

    (1) Our CC considers RSUs to be at-risk pay because the realized value depends on our stock price, a financial performance measure. (2) Reflects vesting schedule for annual performance RSU grants. New hire RSU grants vest as to 25% on approximately the 1-year anniversary of the grant date, and 6.25% quarterly thereafter.

  43. Total Target Compensation Approach

    Total Target Compensation Approach In evaluating Fiscal 2023 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, their respective total target pay was reviewed by Mr. Huang against similarly situated executives of our peer companies, where available. This market reference, along with his evaluation of internal pay equity, individual performance, level of unvested equity and increasing complexity of our executives’ roles, informed Mr. Huang’s recommendations of the other NEOs’ compensation to the CC. The CC also considered the factors discussed above in Factors Used in Determining Executive Compensation and the CC’s compensation objectives for Fiscal 2023. Our CC did not use a single formula or assign a specific weight to any one factor in determining each NEO’s target pay. Instead, 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. The CC established amounts and a structure that it believed would allow our NEOs to realize above-market value from equity awards and variable cash incentives only upon exceptional corporate performance.

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

    Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards For Fiscal 2023, the CC decided that the largest portion of NEOs’ total target pay would remain in the form of at-risk equity with performance-based vesting. 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, for both PSUs and RSUs, remain with us for a longer term (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 last year, the CC granted Mr. Huang’s target equity opportunity 100% in the form of SY PSUs (which value is aligned with our annual Non-GAAP Operating Income performance) and MY PSUs (which value is aligned with our 3-year relative stock price performance), evenly split between both forms of PSUs to emphasize both shorter-term and longer-term performance. For each of our other NEOs, the CC, after considering Mr. Huang’s recommendations, provided 40% of the target equity opportunity in the form of RSUs and 60% of the target equity opportunity in the form of PSUs. The CC determined this mix provided an appropriate balance, by placing a greater emphasis on awards contingent upon achievement of performance goals while still providing a meaningful amount of time-vesting RSUs to encourage retention.

  45. Setting Executive Compensation Values

    Setting Executive Compensation Values For Fiscal 2023, the CC determined that increases to each NEO’s total target pay were appropriate due to the greater complexity of the Company and the increased scope of their roles and responsibilities within a larger organization. Specifically, the CC decided to increase Mr. Huang’s total target pay by $2 million, representing an increase of approximately 9% from Fiscal 2022 total target pay, to more closely align his compensation to the median of peer company chief executive officers. This increase was equally distributed across SY PSUs and MY PSUs to reinforce the CC’s emphasis on at-risk, performance-based awards with a long-term focus. In recognition of our other NEOs’ growing responsibilities within the Company, the CC similarly adjusted each of their target equity opportunities by $2 million, representing an average increase of approximately 22% from Fiscal 2022 total target pay, to maintain internal pay equity with our NEOs. This increase was distributed across RSUs, SY PSUs and MY PSUs to maintain the proportional weighting of 40%, 55% and 5%, respectively. This distribution reinforced the CC’s goal to balance at-risk, performance-based awards with a long-term focus.

  46. Determining Equity Award Amounts

    Determining Equity Award Amounts To determine actual shares of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC divided the target compensation values they had set, as described above, by the 30-calendar day trailing average closing price of our common stock ending on the last day of the calendar month prior to the date of grant, which was used instead of the stock price on the date of grant to provide a value less susceptible to possible volatility in the market. The CC understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Summary Compensation Table under ASC 718 being different than the target equity opportunity value. The CC considered various approaches to granting awards and determined the process described above is appropriate at this time. The target number of SY PSUs would be eligible to vest upon the Company’s achievement of Fiscal 2023 Non-GAAP Operating Income at the Base Operating Plan level. If the Company achieved Fiscal 2023 Non-GAAP Operating Income at the Stretch Operating Plan level or more, the maximum number of SY PSUs would be eligible to vest, capped at 150% of Mr. Huang’s, and 200% of our other NEOs’ respective, SY PSU target opportunities. If the Company achieved Fiscal 2023 Non-GAAP Operating Income at the Threshold level, the minimum number of SY PSUs would be eligible to vest, equivalent to 50% of our NEOs’ respective SY PSU target opportunities. The target number of MY PSUs would be eligible to vest upon the Company’s achievement of TSR relative to the S&P 500 from the start of Fiscal 2021 to the end of Fiscal 2023, or the 3-Year Relative TSR, at Target level. If the Company achieved 3-Year Relative TSR at Stretch level or more, the maximum number of MY PSUs would be eligible to vest, capped at 150% of Mr. Huang’s, and 200% of our other NEOs’ respective, MY PSU target opportunities. If the Company achieved 3-Year Relative TSR at Threshold level, the minimum number of MY PSUs would be eligible to vest, equivalent to 25% of our NEOs’ respective MY PSU target opportunities. No PSUs would be eligible to vest if the applicable Threshold performance level was not achieved. Any PSUs determined to be unearned would be cancelled.

  47. Performance Metrics and Goals for Executive Compensation

    Performance Metrics and Goals for Executive Compensation Based on the Fiscal 2023 plan as approved by the Board, the CC set performance metrics and goals for NEO pay, as set forth below:

  48. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE METRICS | | | | | | 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 | Drives value, contributes to Company’s long-term success Focuses on growth in new and existing markets Distinct, separate metric from Non-GAAP Operating Income | Drives value, contributes to Company’s long-term success Reflects our annual revenue generation and effective operating expense management Distinct, separate metric from revenue | Aligns directly with long-term shareholder value creation Provides comparison of our stock price performance, including dividends, against a capital market index in which we compete Relative performance goal accounts for macroeconomic factors impacting the market |

  49. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE GOALS | | | | | | | | | Variable Cash Plan | | SY PSUs | | MY PSUs | | | | Fiscal 2023 Revenue | Payout as a % of Target Opportunity (1) | Fiscal 2023 Non-GAAP Operating Income (2) | Shares Eligible to Vest as a % of Target Opportunity (1) | Fiscal 2021 to 2023 3-Year Relative TSR (3) | Shares Eligible to Vest as a % of Target Opportunity (1) | | Threshold | $29.6 billion | 50% | $13.2 billion | 50% | 25th percentile | 25% | | Base Operating Plan (Target for MY PSUs) | $33.5 billion | 100% | $15.8 billion | 100% | 50th percentile | 100% | | Stretch Operating Plan (Stretch for MY PSUs) | $38.0 billion | 200% | $18.3 billion | CEO 150%; Other NEOs 200% | 75th percentile | CEO 150%; Other NEOs 200% |

  50. Performance Metrics and Goals for Executive Compensation

    (1)For achievement between Threshold and Base Operating Plan (or Target for MY PSUs), or alternatively 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. (2)See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results. (3)MY PSUs covering the Fiscal 2021 to 2023 performance period were granted in Fiscal 2021. MY PSUs granted in Fiscal 2023 cover the Fiscal 2023 to 2025 performance period and consist of the same performance goal structure and payout opportunities. Each of the performance goal levels as described above were set by the CC with the following objectives: •Threshold was uncertain, but attainable and high enough to create value; represented an appropriately decelerated payout for performance below Base Operating Plan (or Target for MY PSUs) •Base Operating Plan (or Target for MY PSUs) was 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 •Stretch Operating Plan (or Stretch for MY PSUs) required exceptional achievement; only possible with strong market factors and a very high level of management execution and corporate performance

  51. Fiscal 2023 Performance Achievement

    | PERFORMANCE ACHIEVEMENT AND PAYOUTS | | | | | | Variable Cash Plan | SY PSUs | MY PSUs (1) | | Performance Achievement for Period Ended Fiscal 2023 | $27.0 billion revenue (2) | $9.0 billion Non-GAAP Operating Income (2) (3) | 3-year TSR of 189% (2) 99th percentile relative to S&P 500 | | Payout as % of Target Opportunity | 0% | 0% | CEO 150%; Other NEOs 200% (4) |

  52. Fiscal 2023 Performance Achievement

    (1)Represents performance achievement and payout of MY PSUs granted in Fiscal 2021, with a performance period measured from the start of Fiscal 2021 to the end of Fiscal 2023. (2)Revenue is GAAP revenue, as the Company reports in its respective earnings materials. Non-GAAP Operating Income is GAAP operating income as the Company reports in its respective earnings materials, excluding stock-based compensation expense, acquisition termination cost, acquisition-related costs, restructuring costs, IP-related costs, legal settlement costs, contributions and other costs. Consistent with prior years, 3-year TSR for purposes of the MY PSUs represents cumulative stock price appreciation, with dividends reinvested, and is measured based on the average closing stock price for the 60 trading days preceding the start, and preceding and including the last day, of the 3-year performance period. This averaging period mitigates the impact of one-day or short-term stock price fluctuations at the beginning or end of the performance period. (3)See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results. (4)100% of the eligible MY PSUs vested on March 15, 2023. The following charts illustrate how the Fiscal 2023 revenue and Non-GAAP Operating Income performance goals and achievement compared to their Fiscal 2022 counterparts. (1) A maximum payout of 200% of Fiscal 2022 target opportunity was earned by our NEOs other than our CEO; our CEO earned a maximum payout of 150% of his Fiscal 2022 target opportunity. For purposes of the MY PSUs granted in Fiscal 2021 and Fiscal 2020, achieving 3-year TSR relative to the S&P 500 at: •The Threshold level of 25th percentile = 25% of each NEO’s target number of MY PSUs becoming eligible to vest •The Target level of 50th percentile = 100% of each NEO’s target number of MY PSUs becoming eligible to vest •The Stretch level of 75th percentile = 150% of our CEO’s, and 200% of our other NEOs’, respective target number of MY PSUs becoming eligible to vest For the MY PSUs granted in Fiscal 2021, NVIDIA’s Fiscal 2021 to 2023 3-year TSR of 189% placed the Company in the 99th percentile of the S&P 500. As a result of the Company achieving Stretch performance, the maximum number of our NEOs’ MY PSUs granted during Fiscal 2021 — that is, 150% of our CEO’s, and 200% of our other NEOs’, respective target MY PSU opportunities — became eligible to vest. For the MY PSUs granted in Fiscal 2020, NVIDIA’s Fiscal 2020 to 2022 3-year TSR of 626% placed the Company in the 100th percentile of the S&P 500. As a result of the Company achieving Stretch performance, the maximum number of our NEOs’ MY PSUs granted during Fiscal 2020 — that is, 150% of our CEO’s, and 200% of our other NEOs’, respective target MY PSU opportunities — became eligible to vest. Achievement of goals for MY PSUs granted during Fiscal 2022 and Fiscal 2023 will be determined after the applicable performance periods conclude in January 2024 and January 2025, respectively.

  53. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    Target Fiscal 2023 Compensation Actions and Performance-Based Payouts The CC’s target Fiscal 2023 compensation actions are summarized below for each NEO, reflecting the target value of the variable cash and equity opportunities the CC intended to deliver, as well as the variable cash earned and PSUs which became eligible to vest. The performance for MY PSUs granted in Fiscal 2023 will be determined after the end of Fiscal 2025. The CC considered the factors set forth in Factors Used in Determining Executive Compensation above to make Fiscal 2023 changes to and set total target pay opportunity for each NEO, which are described in Compensation Actions and Achievements - Setting Executive Compensation Values above.

  54. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    | Jen-Hsun Huang President & CEO | Target Pay ($) | Fiscal 2023 Compensation Actions | Fiscal 2023 Performance-Based Payouts | | Base Salary | 1,000,000 | Unchanged from Fiscal 2022 | | | Variable Cash | 2,000,000 | Target pay unchanged from Fiscal 2022 | Fiscal 2023 revenue fell short of Threshold performance goal, resulting in no payout under Variable Cash Plan | | Cash | 3,000,000 | Unchanged from Fiscal 2022 | | | SY PSUs | 10,999,879 | Up $1 million, or 10%, from Fiscal 2022; 44,675 shares target opportunity granted in Fiscal 2023 | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold performance goal, resulting in no SY PSUs becoming eligible to vest | | MY PSUs | 10,999,879 | Up $1 million, or 10%, from Fiscal 2022; 44,675 shares target opportunity granted in Fiscal 2023 | Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted in Fiscal 2021 achieved at Stretch, resulting in 150% of target opportunity (116,176 shares) becoming eligible to vest | | Equity | 21,999,758 | Up $2 million, or 10%, from Fiscal 2022 target | | | Total | 24,999,758 | Up 9% from Fiscal 2022 target | |

  55. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    | Colette M. Kress EVP & CFO | Target Pay ($) | Fiscal 2023 Compensation Actions | Fiscal 2023 Performance-Based Payouts | | Base Salary | 900,000 | Unchanged from Fiscal 2022 | | | Variable Cash | 300,000 | Target pay unchanged from Fiscal 2022 | Fiscal 2023 revenue fell short of Threshold performance goal, resulting in no payout under Variable Cash Plan | | Cash | 1,200,000 | Unchanged from Fiscal 2022 | | | SY PSUs | 5,939,811 | Up $1.1 million, or 23%, from Fiscal 2022; 24,124 shares target opportunity granted in Fiscal 2023 | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold performance goal, resulting in no SY PSUs becoming eligible to vest | | MY PSUs | 539,960 | Up $100 thousand, or 23%, from Fiscal 2022; 2,193 shares target opportunity granted in Fiscal 2023 | Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted in Fiscal 2021 achieved at Stretch, resulting in 200% of target opportunity (10,536 shares) becoming eligible to vest | | RSUs | 4,319,930 | Up $0.8 million, or 23%, from Fiscal 2022; 17,545 shares granted in Fiscal 2023 | | | Equity | 10,799,701 | Up $2 million, or 23%, from Fiscal 2022 target | | | Total | 11,999,701 | Up 20% from Fiscal 2022 target | |

  56. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    | Ajay K. Puri EVP, Worldwide Field Operations | Target Pay ($) | Fiscal 2023 Compensation Actions | Fiscal 2023 Performance-Based Payouts | | Base Salary | 950,000 | Unchanged from Fiscal 2022 | | | Variable Cash | 650,000 | Target pay unchanged from Fiscal 2022 | Fiscal 2023 revenue fell short of Threshold performance goal, resulting in no payout under Variable Cash Plan | | Cash | 1,600,000 | Unchanged from Fiscal 2022 | | | SY PSUs | 5,719,937 | Up $1.1 million, or 24%, from Fiscal 2022; 23,231 shares target opportunity granted in Fiscal 2023 | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold performance goal, resulting in no SY PSUs becoming eligible to vest | | MY PSUs | 519,770 | Up $100 thousand, or 24%, from Fiscal 2022; 2,111 shares target opportunity granted in Fiscal 2023 | Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted in Fiscal 2021 achieved at Stretch, resulting in 200% of target opportunity (9,920 shares) becoming eligible to vest | | RSUs | 4,159,887 | Up $0.8 million, or 24%, from Fiscal 2022; 16,895 shares granted in Fiscal 2023 | | | Equity | 10,399,594 | Up $2 million, or 24%, from Fiscal 2022 target | | | Total | 11,999,594 | Up 20% from Fiscal 2022 target | |

  57. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    | Debora Shoquist EVP, Operations | Target Pay ($) | Fiscal 2023 Compensation Actions | Fiscal 2023 Performance-Based Payouts | | Base Salary | 850,000 | Unchanged from Fiscal 2022 | | | Variable Cash | 250,000 | Target pay unchanged from Fiscal 2022 | Fiscal 2023 revenue fell short of Threshold performance goal, resulting in no payout under Variable Cash Plan | | Cash | 1,100,000 | Unchanged from Fiscal 2022 | | | SY PSUs | 4,894,854 | Up $1.1 million, or 29%, from Fiscal 2022; 19,880 shares target opportunity granted in Fiscal 2023 | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold performance goal, resulting in no SY PSUs becoming eligible to vest | | MY PSUs | 444,920 | Up $100 thousand, or 29%, from Fiscal 2022; 1,807 shares target opportunity granted in Fiscal 2023 | Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted in Fiscal 2021 achieved at Stretch, resulting in 200% of target opportunity (9,144 shares) becoming eligible to vest | | RSUs | 3,559,849 | Up $0.8 million, or 29%, from Fiscal 2022; 14,458 shares granted in Fiscal 2023 | | | Equity | 8,899,623 | Up $2 million, or 29%, from Fiscal 2022 target | | | Total | 9,999,623 | Up 25% from Fiscal 2022 target | |

  58. Target Fiscal 2023 Compensation Actions and Performance-Based Payouts

    | Timothy S. Teter EVP, General Counsel & Secretary | Target Pay ($) | Fiscal 2023 Compensation Actions | Fiscal 2023 Performance-Based Payouts | | Base Salary | 850,000 | Unchanged from Fiscal 2022 | | | Variable Cash | 250,000 | Target pay unchanged from Fiscal 2022 | Fiscal 2023 revenue fell short of Threshold performance goal, resulting in no payout under Variable Cash Plan | | Cash | 1,100,000 | Unchanged from Fiscal 2022 | | | SY PSUs | 4,894,854 | Up $1.1 million, or 29%, from Fiscal 2022; 19,880 shares target opportunity granted in Fiscal 2023 | Fiscal 2023 Non-GAAP Operating Income fell short of Threshold performance goal, resulting in no SY PSUs becoming eligible to vest | | MY PSUs | 444,920 | Up $100 thousand, or 29%, from Fiscal 2022; 1,807 shares target opportunity granted in Fiscal 2023 | Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted in Fiscal 2021 achieved at Stretch, resulting in 200% of target opportunity (6,048 shares) becoming eligible to vest | | RSUs | 3,559,849 | Up $0.8 million, or 29%, from Fiscal 2022; 14,458 shares granted in Fiscal 2023 | | | Equity | 8,899,623 | Up $2 million, or 29%, from Fiscal 2022 target | | | Total | 9,999,623 | Up 25% from Fiscal 2022 target | |

  59. Equity Grant Timing Practices

    Equity Grant Timing Practices The CC approves all equity award grants to our NEOs on or before the grant date. The CC’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, and then equity awards are granted to NEOs and become effective. This process is further described above under the section titled How We Determine Executive Compensation. Accordingly, annual equity awards are typically granted to our NEOs in March. On occasion, the CC may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the CC has discretionary authority to approve equity awards to our NEOs outside of the cycle described above, the CC does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.

  60. Compensation Recovery Policy

    Compensation Recovery Policy We have maintained a Compensation Recovery Policy for all employees since 2009. Under this policy, if we are required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form 10-Q or Form 10-K due to material noncompliance with any financial reporting requirement under the federal securities laws, or a Restatement, and if the Board or a committee of independent directors concludes that our CEO, our CFO or any other employee received a variable compensation payment that would not have been payable if the original interim or annual financial statements had reflected the Restatement, which we refer to as the Overpayment, then: •Our CEO and our CFO will disgorge the net after-tax portion of the Overpayment; and •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. The SEC has recently published finalized rules implementing the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which will require further rulemaking by Nasdaq. We are monitoring the listing standards adopted by Nasdaq and reviewing our Compensation Recovery Policy and will make any necessary updates to comply with the new Nasdaq listing standards regarding clawback policies which are expected to be adopted in calendar year 2023.

  61. Risk Analysis of Our Compensation Plans

    | 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 | The CC monitors burn rate and overhang | | 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 |

  62. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    Summary Compensation Table for Fiscal 2023, 2022 and 2021 The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2023, 2022 and 2021. Fiscal 2023 and 2022 were 52-week years. Fiscal 2021 was a 53-week year.

  63. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jen-Hsun Huang | 2023 | 996,832 | 19,666,382 | — | 693,710(3) | 21,356,924 | | President and CEO | 2022 | 996,216 | 18,660,407 | 4,000,000 | 81,038 | 23,737,661 | | | 2021 | 1,017,355 | 15,279,780 | 3,000,000 | 19,266 | 19,316,401 | | Colette M. Kress | 2023 | 897,149 | 10,004,677 | — | 15,402(4) | 10,917,228 | | Executive Vice President and CFO | 2022 | 896,595 | 8,269,020 | 600,000 | 10,312 | 9,775,927 | | | 2021 | 915,620 | 6,595,691 | 600,000 | 9,731 | 8,121,042 | | Ajay K. Puri | 2023 | 946,990 | 9,633,991 | — | 46,717(4) | 10,627,698 | | Executive Vice President, Worldwide Field Operations | 2022 | 946,406 | 7,892,819 | 1,300,000 | 33,493 | 10,172,718 | | | 2021 | 966,487 | 6,208,052 | 1,300,000 | 33,388 | 8,507,927 | | Debora Shoquist | 2023 | 847,307 | 8,244,465 | — | 23,478(4) | 9,115,250 | | Executive Vice President, Operations | 2022 | 846,784 | 6,483,557 | 500,000 | 21,478 | 7,851,819 | | | 2021 | 864,752 | 5,722,904 | 500,000 | 21,581 | 7,109,237 | | Timothy S. Teter | 2023 | 847,307 | 8,244,465 | — | 15,402(4) | 9,107,174 | | Executive Vice President, General Counsel and Secretary | 2022 | 846,784 | 6,483,557 | 500,000 | 12,402 | 7,842,743 | | | 2021 | 864,752 | 3,783,191 | 500,000 | 9,921 | 5,157,864 |

  64. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    (1)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 ASC 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. Assuming Stretch Operating Plan performance for SY PSUs and Stretch performance for MY PSUs in each of Fiscal 2023, 2022 and 2021, and a stock price equal to the grant date fair value of the SY PSUs and MY PSUs, the value of stock awards granted would be:

  65. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    | | Jen-Hsun Huang | | Colette M. Kress | | Ajay K. Puri | | Debora Shoquist | | Timothy S. Teter | | | Fiscal Year | SY PSU ($) | MY PSU ($) | SY PSU ($) | MY PSU ($) | SY PSU ($) | MY PSU ($) | SY PSU ($) | MY PSU ($) | SY PSU ($) | MY PSU ($) | | 2023 | 15,142,257 | 14,357,535 | 10,902,118 | 1,178,299 | 10,498,554 | 1,134,240 | 8,984,170 | 970,901 | 8,984,170 | 970,901 | | 2022 | 13,897,074 | 14,093,536 | 8,968,415 | 1,047,816 | 8,559,942 | 1,000,188 | 7,031,872 | 821,923 | 7,031,872 | 821,923 | | 2021 | 14,108,899 | 8,810,497 | 7,035,748 | 1,038,639 | 6,621,880 | 977,914 | 6,104,546 | 901,416 | 4,035,208 | 596,212 |

  66. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    (2)As applicable, reflects amounts earned in Fiscal 2023, 2022 and 2021 and paid in March or April of each respective year pursuant to the respective Variable Cash Plan. For further information please see our CD&A above. (3)Reflects the cost of security arrangements, matches of contributions to our 401(k) savings plan and a health savings account, and imputed income from life insurance coverage. The 401(k) and health savings account contribution matches and insurance coverage are available to all eligible NVIDIA employees. NVIDIA does not consider Mr. Huang’s security arrangements to be a personal benefit because they arise from the nature of Mr. Huang’s employment responsibilities and the related costs have been incurred in accordance with a Board-established security program based on an independent third-party security assessment. However, these expenses are being disclosed in compliance with SEC rules. The cost of Mr. Huang’s security arrangements for Fiscal 2023 included (a) $565,305 for residential security, (b) $90,217 for security monitoring services, and (c) $13,483 for a car leased by NVIDIA; the match of 401(k) and health savings account contributions was $11,500; and imputed income from life insurance coverage was $13,206. (4)Reflects matches of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees. For Fiscal 2023, the match of 401(k) contributions was $10,500 for Ms. Kress, $9,250 for Mr. Puri, $9,000 for Ms. Shoquist and $10,500 for Mr. Teter; and imputed income from life insurance coverage was $37,467 for Mr. Puri and $14,478 for Ms. Shoquist.

  67. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2023. The information in this table supplements the dollar value of stock awards set forth in the Summary Compensation Table for Fiscal Years 2023, 2022 and 2021. The PSU and RSU awards set forth in the following table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. All equity awards listed are subject to service-based vesting.

  68. Grants of Plan-Based Awards for Fiscal 2023

    | Name | | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | Type of Award | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jen-Hsun Huang | SY PSU | 3/10/22 | 3/3/22 | | — | | 22,338 | 44,675 | 67,013 | — | 10,094,763(5) | | | MY PSU | 3/10/22 | 3/3/22 | | — | | 11,169 | 44,675 | 67,013 | — | 9,571,619 | | | Variable Cash Plan | 3/3/22 | 3/3/22 | 1,000,000 | 2,000,000 | 4,000,000 | | — | | — | — | | Colette M. Kress | SY PSU | 3/10/22 | 3/3/22 | | — | | 12,062 | 24,124 | 48,248 | — | 5,451,059(5) | | | MY PSU | 3/10/22 | 3/3/22 | | — | | 548 | 2,193 | 4,386 | — | 589,149 | | | RSU | 3/10/22 | 3/3/22 | | — | | | — | | 17,545 | 3,964,468 | | | Variable Cash Plan | 3/3/22 | 3/3/22 | 150,000 | 300,000 | 600,000 | | — | | — | — | | Ajay K. Puri | SY PSU | 3/10/22 | 3/3/22 | | — | | 11,616 | 23,231 | 46,462 | — | 5,249,277(5) | | | MY PSU | 3/10/22 | 3/3/22 | | — | | 528 | 2,111 | 4,222 | — | 567,120 | | | RSU | 3/10/22 | 3/3/22 | | — | | | — | | 16,895 | 3,817,594 | | | Variable Cash Plan | 3/3/22 | 3/3/22 | 325,000 | 650,000 | 1,300,000 | | — | | — | — | | Debora Shoquist | SY PSU | 3/10/22 | 3/3/22 | | — | | 9,940 | 19,880 | 39,760 | — | 4,492,085(5) | | | MY PSU | 3/10/22 | 3/3/22 | | — | | 452 | 1,807 | 3,614 | — | 485,451 | | | RSU | 3/10/22 | 3/3/22 | | — | | | — | | 14,458 | 3,266,930 | | | Variable Cash Plan | 3/3/22 | 3/3/22 | 125,000 | 250,000 | 500,000 | | — | | — | — | | Timothy S. Teter | SY PSU | 3/10/22 | 3/3/22 | | — | | 9,940 | 19,880 | 39,760 | — | 4,492,085(5) | | | MY PSU | 3/10/22 | 3/3/22 | | — | | 452 | 1,807 | 3,614 | — | 485,541 | | | RSU | 3/10/22 | 3/3/22 | | — | | | — | | 14,458 | 3,266,930 | | | Variable Cash Plan | 3/3/22 | 3/3/22 | 125,000 | 250,000 | 500,000 | | — | | — | — |

  69. Grants of Plan-Based Awards for Fiscal 2023

    (1)Represents range of awards payable under our Fiscal 2023 Variable Cash Plan. (2)Represents range of shares eligible to be earned with respect to PSUs. (3)Represents RSUs granted. (4)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 ASC 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 performance for SY PSUs and Target performance for MY PSUs, determined in accordance with applicable accounting standards. (5)Performance achievement for Fiscal 2023 fell below the Threshold goal and as a result, none of these SY PSUs were earned.

  70. Outstanding Equity Awards as of January 29, 2023

    Outstanding Equity Awards as of January 29, 2023 The following table presents information regarding outstanding equity awards held by our NEOs as of January 29, 2023.

  71. Outstanding Equity Awards as of January 29, 2023

    | 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 | 475,000 | — | 4.000 | 9/17/2023 | — | — | — | — | | | — | — | — | — | 10,848(3) | 2,209,195 | — | — | | | — | — | — | — | 72,612(4) | 14,787,434 | — | — | | | — | — | — | — | 116,176(5) | 23,659,242 | — | — | | | — | — | — | — | 59,100(6) | 12,035,715 | — | — | | | — | — | — | — | — | — | 105,060(7) | 21,395,469 | | | — | — | — | — | — | — | 67,013(8) | 13,647,197 | | Colette M. Kress | — | — | — | — | 1,976(9) | 402,412 | — | — | | | — | — | — | — | 3,156(3) | 642,719 | — | — | | | — | — | — | — | 13,168(10) | 2,681,663 | — | — | | | — | — | — | — | 36,216(4) | 7,375,388 | — | — | | | — | — | — | — | 10,536(5) | 2,145,656 | — | — | | | — | — | — | — | 13,868(11) | 2,824,218 | — | — | | | — | — | — | — | 38,144(6) | 7,768,026 | — | — | | | — | — | — | — | 14,256(12) | 2,903,234 | — | — | | | — | — | — | — | — | — | 6,160(7) | 1,254,484 | | | — | — | — | — | — | — | 4,386(8) | 893,209 | | Ajay K. Puri | — | — | — | — | 2,076(9) | 422,777 | — | — | | | — | — | — | — | 3,232(3) | 658,197 | — | — | | | — | — | — | — | 12,396(10) | 2,524,445 | — | — | | | — | — | — | — | 34,080(4) | 6,940,392 | — | — | | | — | — | — | — | 9,920(5) | 2,020,208 | — | — | | | — | — | — | — | 13,240(11) | 2,696,326 | — | — | | | — | — | — | — | 36,408(6) | 7,414,489 | — | — | | | — | — | — | — | 13,728(12) | 2,795,707 | — | — | | | — | — | — | — | — | — | 5,880(7) | 1,197,462 | | | — | — | — | — | — | — | 4,222(8) | 859,810 | | Debora Shoquist | — | — | — | — | 1,376(9) | 280,222 | — | — | | | — | — | — | — | 2,344(3) | 477,356 | — | — | | | — | — | — | — | 11,428(10) | 2,327,312 | — | — | | | — | — | — | — | 31,424(4) | 6,399,498 | — | — | | | — | — | — | — | 9,144(5) | 1,862,176 | — | — | | | — | — | — | — | 10,872(11) | 2,214,083 | — | — | | | — | — | — | — | 29,904(6) | 6,089,950 | — | — | | | — | — | — | — | 11,748(12) | 2,392,480 | — | — | | | — | — | — | — | — | — | 4,832(7) | 984,037 | | | — | — | — | — | — | — | 3,614(8) | 735,991 | | Timothy S. Teter | — | — | — | — | 928(9) | 188,987 | — | — | | | — | — | — | — | 1,976(3) | 402,412 | — | — | | | — | — | — | — | 7,556(10) | 1,538,779 | — | — | | | — | — | — | — | 20,768(4) | 4,229,403 | — | — | | | — | — | — | — | 6,048(5) | 1,231,675 | — | — | | | — | — | — | — | 10,872(11) | 2,214,083 | — | — | | | — | — | — | — | 29,904(6) | 6,089,950 | — | — | | | — | — | — | — | 11,748(12) | 2,392,480 | — | — | | | — | — | — | — | — | — | 4,832(7) | 984,037 | | | — | — | — | — | — | — | 3,614(8) | 735,991 |

  72. Outstanding Equity Awards as of January 29, 2023

    (1)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 per share of stock option grants made pursuant to our 2007 Plan. (2)Calculated by multiplying the number of RSUs or PSUs that have not vested or have not been earned, as applicable, by the closing price ($203.65) of NVIDIA’s common stock on January 27, 2023, the last trading day before the end of our Fiscal 2023, as reported by Nasdaq. (3)The RSU was earned on January 26, 2020, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 18, 2020, and vested as to 6.25% approximately every three months thereafter over the next three years such that the RSU was fully vested on March 15, 2023. (4)The RSU was earned on January 31, 2021, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 17, 2021, 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 20, 2024. (5)The RSU was earned on January 29, 2023, based on achievement of a performance goal. The RSU vested as to 100% of the shares on March 15, 2023. (6)The RSU was earned on January 30, 2022, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 16, 2022, 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 19, 2025. (7)Represents shares that could be earned upon achievement of Stretch goals, based on our TSR relative to the S&P 500 from February 1, 2021 through January 28, 2024. If the performance goal is achieved, 100% of the shares earned will vest on March 20, 2024. If the Threshold performance goal is achieved, 17,508 shares will be earned by Mr. Huang, 772 shares will be earned by Ms. Kress, 736 shares will be earned by Mr. Puri, 604 shares will be earned by Ms. Shoquist, and 604 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 70,040 shares will be earned by Mr. Huang, 3,080 shares will be earned by Ms. Kress, 2,940 shares will be earned by Mr. Puri, 2,416 shares will be earned by Ms. Shoquist, and 2,416 shares will be earned by Mr. Teter. (8)Represents shares that could be earned upon achievement of Stretch goals, based on our TSR relative to the S&P 500 from January 31, 2022 through January 26, 2025. If the performance goal is achieved, 100% of the shares earned will vest on March 19, 2025. If the Threshold performance goal is achieved, 11,169 shares will be earned by Mr. Huang, 548 shares will be earned by Ms. Kress, 528 shares will be earned by Mr. Puri, 452 shares will be earned by Ms. Shoquist, and 452 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 44,675 shares will be earned by Mr. Huang, 2,193 shares will be earned by Ms. Kress, 2,111 shares will be earned by Mr. Puri, 1,807 shares will be earned by Ms. Shoquist, and 1,807 shares will be earned by Mr. Teter. (9)The RSU vested as to 25% on March 18, 2020, and vested as to 6.25% approximately every three months thereafter over the next three years such that the RSU was fully vested on March 15, 2023. (10)The RSU vested as to 25% on March 17, 2021, 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 20, 2024. (11)The RSU vested as to 6.25% on June 16, 2021, 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 19, 2025. (12)The RSU vested as to 6.25% on June 15, 2022, 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 18, 2026.

  73. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table shows information regarding option exercises by, and stock acquired upon vesting for, our NEOs during Fiscal 2023.

  74. Option Exercises and Stock Vested in Fiscal 2023

    | 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 | 2,917,340 | 442,805,513 | 286,412(3) | 61,847,146 | | Colette M. Kress | — | — | 114,089(4) | 22,135,573 | | Ajay K. Puri | — | — | 110,859(5) | 21,524,023 | | Debora Shoquist | — | — | 91,214(6) | 17,650,436 | | Timothy S. Teter | — | — | 75,510(7) | 14,800,031 |

  75. Option Exercises and Stock Vested in Fiscal 2023

    (1)Represents the gross number of shares acquired on vesting. Shares were withheld from these amounts to pay taxes due upon vesting. (2)Represents the gross 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. (3)Includes an aggregate of 142,009 shares that were withheld to pay taxes due upon vesting. (4)Includes an aggregate of 59,730 shares that were withheld to pay taxes due upon vesting. (5)Includes an aggregate of 54,370 shares that were withheld to pay taxes due upon vesting. (6)Includes an aggregate of 44,630 shares that were withheld to pay taxes due upon vesting. (7)Includes an aggregate of 40,166 shares that were withheld to pay taxes due upon vesting.

  76. 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 29, 2023 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 $203.65 closing price of our common stock on January 27, 2023.

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

    | Name | Unvested RSUs and PSUs at January 29, 2023 (#) (1) | Total Estimated Benefit ($) (1) | | Jen-Hsun Huang | 379,402 | 77,265,217 | | Colette M. Kress | 155,449 | 31,657,189 | | Ajay K. Puri | 148,402 | 30,222,067 | | Debora Shoquist | 127,771 | 26,020,564 | | Timothy S. Teter | 110,879 | 22,580,508 |

  78. 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 2023, and assume performance at Target with respect to MY PSUs granted in Fiscal 2021, Fiscal 2022 and Fiscal 2023, in accordance with SEC rules. The table below reflects the actual numbers of the MY PSUs granted in Fiscal 2021 that became eligible to vest, based on our performance during the applicable performance period, as certified by our CC shortly after the end of Fiscal 2023. The values of the estimated and actual MY PSUs in the table below were calculated by multiplying the applicable number of MY PSUs held by each respective NEO and listed below, by the $203.65 closing price of our common stock on January 27, 2023. Based on performance during the applicable performance period, none of the SY PSUs granted in Fiscal 2023 were eligible to vest. MY PSUs granted in Fiscal 2021 - Actual Achievement (versus Target Performance)

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

    | Name | Estimated MY PSUs Granted in Fiscal 2021 at Target Performance (#) | Value of Estimated MY PSUs Granted in Fiscal 2021 at Target Performance ($) | Actual MY PSUs Granted in Fiscal 2021 Eligible to Vest (#) | Value of Actual MY PSUs Granted in Fiscal 2021 Eligible to Vest ($) | | Jen-Hsun Huang | 77,452 | 15,773,100 | 116,176 | 23,659,242 | | Colette M. Kress | 5,268 | 1,072,828 | 10,536 | 2,145,656 | | Ajay K. Puri | 4,960 | 1,010,104 | 9,920 | 2,020,208 | | Debora Shoquist | 4,572 | 931,088 | 9,144 | 1,862,176 | | Timothy S. Teter | 3,024 | 615,838 | 6,048 | 1,231,675 |

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

    The actual number of MY PSUs granted in Fiscal 2022 and Fiscal 2023 that will become eligible to vest will be determinable after January 28, 2024 and January 26, 2025, respectively, the ending dates of the applicable three-year measurement period for MY PSUs.

  81. Pay Ratio

    Pay Ratio 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 2023 by using a consistently applied compensation measure which aggregated, for each employee employed by us on the last day of Fiscal 2022, or January 30, 2022: (i) target base salary as of January 30, 2022 (annualized for permanent employees who were employed by us for less than the entire fiscal year), (ii) variable cash earned during Fiscal 2022, and (iii) aggregate full grant date fair value of equity awards granted during Fiscal 2022, calculated in accordance with ASC 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 30, 2022. After applying the methodology described above, we determined the identity of our median employee for Fiscal 2022. We concluded that because there have been no changes to our employee population or employee compensation arrangements since the end of Fiscal 2022 that would significantly impact our pay ratio disclosure for Fiscal 2023, we would use the same individual in our Fiscal 2023 pay ratio calculation. Our median employee’s compensation for Fiscal 2023 was $228,078. Our CEO’s compensation for Fiscal 2023 was $21,356,924. Therefore, our Fiscal 2023 CEO to median employee pay ratio was 94:1. 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 company’s compensation practices and pay ratio disclosures. Neither the CC nor management used our Fiscal 2023 CEO to median employee pay ratio in making compensation decisions.

  82. Pay Versus Performance

    Pay Versus Performance NVIDIA’s executive compensation program is guided by a pay for performance philosophy and is designed to align NEO pay with our stockholders’ interests. Accordingly, a substantial portion of our NEOs’ total compensation is based on the Company’s performance under certain corporate financial metric goals, including annual revenue, annual Non-GAAP Operating Income, and 3-year TSR relative to the S&P 500. The CC’s decisions on executive compensation for Fiscal 2023, 2022 and 2021 were made prior to the final, new SEC rules regarding pay versus performance, which requires disclosure of “compensation actually paid,” or CAP, for our NEOs. The disclosure included in this section is prescribed by Item 402(v) of Regulation S-K under the Securities Act and does not necessarily align with how the Company or the CC views the link between the Company’s performance and NEO pay. In particular, amounts set forth below as CAP do not represent the value of compensation actually paid to or received by our NEOs. Instead, CAP has been calculated in accordance with the new SEC rules, which include measurement of the changes in the fair value of equity awards. CAP is a supplemental measure to be viewed alongside, not in replacement of, performance measures as an addition to the philosophy and strategy of compensation-setting discussed in greater detail above in CD&A.

  83. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table summarizes information regarding compensation for our NEOs, including CAP as well as certain financial performance metrics during Fiscal 2023, 2022 and 2021. Fiscal 2023 and 2022 were 52-week years. Fiscal 2021 was a 53-week year.

  84. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on (7): | | | | | Fiscal Year | Summary Compensation Table Total for CEO ($) (1) (2) | Compensation Actually Paid to CEO ($) (1) (3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (4) (5) | Average Compensation Actually Paid to Non-CEO NEOs ($) (4) (6) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (8) | Net Income (in millions) ($) | Non-GAAP Operating Income (in millions) ($) (9) | | 2023 | 21,356,924 | (4,118,947) | 9,941,838 | (1,364,661) | 326.34 | 133.09 | 4,368 | 9,040 | | 2022 | 23,737,661 | 105,543,768 | 8,910,802 | 38,453,071 | 365.66 | 158.12 | 9,752 | 12,690 | | 2021 | 19,316,401 | 79,631,875 | 7,224,018 | 27,879,337 | 207.79 | 141.39 | 4,332 | 6,803 |

  85. Required Tabular Disclosure of Pay Versus Performance

    (1) For Fiscal 2023, 2022 and 2021, our CEO was Jen-Hsun Huang. (2) The amounts in this column correspond with total compensation for our CEO as reported in our Summary Compensation Table above for the listed fiscal years. (3) The amounts in this column, rather than representing the actual compensation paid to or received by our CEO, represent CAP calculated in accordance with Item 402(v) of Regulation S-K during the listed fiscal years, as follows: