DEF 14A of Nvidia Corp, May 14, 2024

DEF 14A of Nvidia Corp

Filed May 14, 2024 · FY20240001045810-24-000104

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 | 66 | 2011 | ü | ü | CC | | | Tench Coxe | 66 | 1993 | ü | | CC | 1 | | John O. Dabiri | 44 | 2020 | ü | | CC | | | Persis S. Drell | 68 | 2015 | ü | | NCGC | | | Jen-Hsun Huang | 61 | 1993 | | | | | | Dawn Hudson | 66 | 2013 | ü | ü | CC Chairperson | 1 | | Harvey C. Jones | 71 | 1993 | ü | ü | AC, CC, NCGC (2) | | | Melissa B. Lora | 61 | 2023 | ü | ü | AC | 1 | | Stephen C. Neal (Lead Director) | 75 | 2019 | ü | | NCGC Chairperson | | | A. Brooke Seawell | 76 | 1997 | ü | ü | AC Chairperson | 1 | | Aarti Shah | 59 | 2020 | ü | | AC, CC (3) | 1 | | Mark A. Stevens | 64 | 2008(4) | ü | | AC, NCGC | |

  3. Election of Directors (Proposal 1)

    (1) Qualified as an AC financial expert. (2) Mr. Jones will serve on the CC until the 2024 Meeting. After the 2024 Meeting, he will serve on the AC and continue to serve on the NCGC. (3) Dr. Shah will serve on the CC and continue to serve on the AC after the 2024 Meeting. (4) 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 12 director nominees identified below to hold office until the 2025 Meeting and until his or her successor is elected or appointed. Vote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes. Effect of abstentions: None. Effect of broker non-votes: None. |

  6. Proposal 1—Election of Directors

    Our Board currently consists of 14 members, 12 of whom are standing for re-election at the 2024 Meeting. Our nominees include 11 independent directors, as defined by the rules and regulations of Nasdaq, and one NVIDIA officer: Mr. Huang, who serves as our President and CEO. Mark L. Perry and Michael G. McCaffery are not seeking re-election and their Board service will end on the date of the 2024 Meeting. Mr. Perry served on the Board for nearly 20 years, including five years as Lead Director and over a decade as Chairperson of the AC, and contributed invaluable insights and perspectives based on his extensive governance and finance experience and a deep understanding of the roles and responsibilities of a corporate board. During Mr. McCaffery’s near-decade tenure on the Board and AC, including five years as Chairperson of the AC, he brought financial and public market expertise, as well as substantial executive management and corporate governance experience. We are grateful to Mr. Perry and Mr. McCaffery for their contributions to NVIDIA during times of significant company growth and transformation. Effective as of the date of the 2024 Meeting, the size of our Board will be reduced to 12 members. All of our directors have one-year terms and stand for election annually. Each nominee, other than Ms. Lora, 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 Adobe from 2005 to 2019 and of Rogers Communications Inc., a communications and media company, from 2016 to 2019. He holds a BCom degree from McMaster University. Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial and risk management. He has been in the computer graphics industry since 1984. He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable insight on a range of issues in the technology industry. | | | Independent Consultant | | | | Age: 66 | | | | Director Since: 2011 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  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: 66 | | | | Director Since: 1993 | | | | Committees: CC | | | | Independent Director | | | | Other Current Public Company Boards: •Artisan Partners Asset Management Inc. (since 1995) | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  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: 44 | | | | 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 is a Professor of Materials Science and Engineering and Professor of Physics of Stanford University. Dr. Drell has been on the faculty at Stanford since 2002 and was the Dean of the Stanford School of Engineering from 2014 to 2017 and the Provost of Stanford University from 2017 to 2023. She also served as the Director of SLAC from 2007 to 2012. Dr. Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences, and is a fellow of the American Physical Society and a fellow of the American Association for the Advancement of Science. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a PhD from the University of California, Berkeley and an AB degree in Mathematics and Physics from Wellesley College. An accomplished researcher and educator, Dr. Drell brings to the Board expert leadership in guiding innovation in science and technology. | | | Professor of Materials Science and Engineering and Physics, and Former Provost, Stanford University | | | | Age: 68 | | | | Director Since: 2015 | | | | Committees: NCGC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | | | | Diversity | |

  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. Since its founding, NVIDIA has pioneered accelerated computing. The company’s invention of the GPU in 1999 sparked the growth of the PC gaming market, redefined computer graphics, and ignited the era of modern AI. NVIDIA is now driving the platform shift of accelerated computing and generative AI, transforming the world's largest industries and profoundly impacting society. Mr. Huang has been elected to the National Academy of Engineering and is a recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award; the IEEE Founder’s Medal; the Dr. Morris Chang Exemplary Leadership Award; and honorary doctorate degrees from Taiwan’s National Chiao Tung University, National Taiwan University, and Oregon State University. He has been named the world’s best CEO by Fortune, the Economist, and Brand Finance, as well as one of TIME magazine’s 100 most influential people. Prior to founding NVIDIA, Mr. Huang worked at LSI Logic, a semiconductor and software company, and Advanced Micro Devices, a global semiconductor company. He holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University. Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in accelerated computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share. | | | President and Chief Executive Officer, NVIDIA Corporation | | | | Age: 61 | | | | Director Since: 1993 | | | | Committees: None | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | | | | Diversity | |

  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, and a private skincare company. She was a director of P.F. Chang’s China Bistro, Inc., a restaurant chain, from 2010 to 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 to 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 to 2015; of Amplify Snack Brands, Inc., a snack food company, from 2014 to 2018; and of Modern Times Group MTG AB, a gaming company, from 2020 to 2023. She holds a BA degree in English from Dartmouth College. Ms. Hudson brings to the board experience in executive leadership. As a longtime marketing executive, she has valuable expertise and insights in leveraging brands, brand development and consumer behavior. She also has considerable corporate governance experience, gained from more than a decade of serving on the boards of public companies. | | | Former Chief Marketing Officer, National Football League | | | | Age: 66 | | | | Director Since: 2013 | | | | Committees: CC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: •The Interpublic Group of Companies, Inc. (since 2011) | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Marketing, Communications & Brand Management | | | | Human Capital Management Experience | | | | Diversity | |

  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 until 2018. Mr. Jones holds a BS degree in Mathematics and Computer Sciences from Georgetown University and an MS degree in Management from Massachusetts Institute of Technology. Mr. Jones brings to the board an executive management background, an understanding of semiconductor technologies and complex system design. He provides valuable insight into innovation strategies, research and development efforts, as well as management and development of our technical employees. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. | | | Managing Partner, Square Wave Ventures | | | | Age: 71 | | | | Director Since: 1993 | | | | Committees: AC, CC, NCGC * | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Human Capital Management Experience | |

  15. Our Director Nominees

    * Mr. Jones will serve on the CC until the 2024 Meeting and start to serve on the AC after the 2024 Meeting.

  16. Our Director Nominees

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

  17. 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 as Chairman from 2011 to 2021. Mr. Neal also is Chairman of the Oversight Board Trust, a perpetual Delaware special purpose trust. Previously, Mr. Neal served as Chairman of the boards of the William and Flora Hewlett Foundation and of the Monterey Bay Aquarium. Mr. Neal holds an AB degree from Harvard University and a JD degree from Stanford Law School. Mr. Neal brings to the Board deep knowledge and broad experience in corporate governance as well as his perspectives drawn from advising many companies throughout his career. | | | Chairman Emeritus and Senior Counsel, Cooley LLP | | | | Age: 75 | | | | Director Since: 2019 | | | | Committees: NCGC | | | | Lead Director | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Senior Leadership & Operations Experience | | | | Governance & Public Company Board | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | |

  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: 76 | | | | Director Since: 1997 | | | | Committees: AC | | | | Independent Director | | | | Financial Expert | | | | Other Current Public Company Boards: •Tenable Holdings, Inc. (since 2017) | | | | Senior Leadership & Operations Experience | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Human Capital Management Experience | |

  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 Sandoz International GmbH, a pharmaceutical company, since 2023. Dr. Shah has served on the board of trustees of Northwestern Mutual since 2020. She also serves as a trustee of the non-profit organization, Shrimad Rajchandra Love & Care USA. She served on the Indianapolis Public Library Foundation board for the full term of 9 years and on the Center for Interfaith Cooperation for the full term of 4 years. Dr. Shah received her bachelor’s and master’s degrees in Statistics and Mathematics in India before completing her PhD in Applied Statistics from the University of California, Riverside. Dr. Shah brings to the Board executive leadership and senior operating experience. Additionally she brings expertise in drug development and technical expertise in the areas of information technology, cybersecurity, advanced analytics, data sciences, and digital health. | | | Former Senior Vice President & Chief Information and Digital Officer, Eli Lilly and Company | | | | Age: 59 | | | | Director Since: 2020 | | | | Committees: AC, CC * | | | | Independent Director | | | | Other Current Public Company Boards: | | | | •Sandoz International GmbH | | | | Senior Leadership & Operations Experience | | | | Industry & Technical | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | | | | Marketing, Communications & Brand Management | | | | Regulatory, Legal & Risk Management | | | | Human Capital Management Experience | | | | Diversity | |

  20. Our Director Nominees

    * Dr. Shah will start to serve on the CC after the 2024 Meeting.

  21. 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: 64 | | | | Director Since: 2008 (previously served 1993-2006) | | | | Committees: AC, NCGC | | | | Independent Director | | | | Other Current Public Company Boards: None | | | | Industry & Technical | | | | Financial/Financial Community | | | | Governance & Public Company Board | | | | Emerging Technologies & Business Models | |

  22. Information About the Board of Directors and Corporate Governance

    Information About the Board of Directors and Corporate Governance

  23. Independence of the Members of the Board of Directors

    Independence of the Members of the Board of Directors Nasdaq rules and our Corporate Governance Policies (as further described below) require that a majority of our directors not have a relationship that would interfere with their exercise of independent judgment in carrying out their responsibilities and that they meet any other qualification requirements required by the SEC and Nasdaq. Dr. Drell served as Provost of Stanford University from 2017 to 2023. NVIDIA has entered into transactions, relationships, or arrangements during the past three fiscal years with Stanford University for the support of research and activities related to NVIDIA’s industry and line of business. The amount that NVIDIA paid in each of the last three fiscal years to Stanford University, and the amount received in each fiscal year by NVIDIA from Stanford University, did not, in any of the previous three fiscal years, exceed the greater of $200,000 or 1% of either entity’s consolidated gross revenues. After considering the above arrangements, and all other relevant relationships and transactions, our Board determined that, except for Mr. Huang, all of our directors are “independent” as defined by Nasdaq’s rules and regulations. The Board also determined that all members of our AC, CC, and NCGC are independent under applicable Nasdaq listing standards, and that each of Mr. Seawell and Ms. Lora of the AC, and Mr. Jones who will join the AC after the Annual Meeting, are “audit committee financial experts” as defined under applicable SEC rules.

  24. Board Leadership Structure

    Board Leadership Structure Our Board ensures that each member has an equal voice in the affairs and the management of NVIDIA by having an independent Lead Director, rather than a chairperson, which the Board believes best serves our stockholders. Our Lead Director is an integral part of our Board structure and critical to our effective corporate governance. The independent directors consider the role and designation of the person to serve as Lead Director on an annual basis. The Board recognizes that different board leadership structures may be appropriate under different circumstances and its annual review includes consideration of whether having a Lead Director continues to best meet NVIDIA’s evolving needs and serves in the best interest of its stockholders. Our Board believes its current leadership structure is appropriate because the active involvement of each of our independent directors, combined with the qualifications, significant responsibilities, and strong oversight by our Lead Director, provide balance on the Board and promote independent oversight of our management and affairs. Our Board also believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and our independent directors and it provides the right foundation to pursue the Company’s strategic and operational objectives, particularly in light of the evolution of our business and operating environment. Our CEO has primary responsibility for the operational leadership and strategic direction of the Company, and the Lead Director facilitates our Board’s independent oversight of management, promotes communication between management and our Board, and supports our Board’s consideration of key governance matters. This arrangement promotes open dialogue among the Board, including discussions of the independent directors during quarterly executive sessions without the presence of our CEO, which are led by our Lead Director. We believe that our current structure best serves stockholders, without the need to appoint a person to serve as chairperson of the Board. Under our corporate governance policies, the Board may select a chairperson in its discretion, but, if it does not, a Lead Director shall be designated annually by a majority of the independent directors and identified in the Company’s proxy statement. These policies help to ensure a robust independent leadership structure on our Board. While the Board has the discretion to consider other leadership structures, including having the Lead Director (or chairperson, if any) and CEO roles filled by a single individual, it would only consider a change if it best aligned with the interests of our stockholders, management, and the Board, and it complied with applicable laws and regulations. If in the future our CEO were to take a leadership position on the Board, such as chairperson, we expect that the Board would continue to appoint an independent Lead Director to maintain a balanced and strong leadership structure and otherwise represent the Board independently from the Company’s management team. Any changes to the Board’s leadership structure would take into account stockholder views, including through our ongoing stockholder outreach, and would be communicated to stockholders on our Investor Relations website and in our proxy statement. Mr. Neal has served as our Lead Director since 2023 and currently serves as the Chairperson of the NCGC. Our Lead Director may provide input on the design of the Board as requested by the NCGC. In his role as NCGC Chairperson, our Lead Director will continue to lead discussions, provide input, and oversee the design of the Board itself. Mr. Neal has served as a director since 2019 and has extensive experience as a trial lawyer and has advised numerous companies, boards of directors, and individuals on corporate governance and legal matters. He has also helped clients manage internal and government investigations. Mr. Neal also has executive experience from his time serving as Cooley LLP’s CEO, and board and chairman experience from serving on the Levi Strauss & Co. board of directors. The Board believes Mr. Neal’s experience, breadth of knowledge, and contributions to the Board position him well to provide strong leadership and oversight of ongoing Board matters and to contribute valuable insight with respect to the Company’s business. The Board believes that Mr. Neal is highly qualified to assist the Board in overseeing the identification, assessment, and management of the Company’s exposure to various risks as a result of his extensive risk management, legal, and executive experience. The Board believes that Mr. Neal will be able to provide leadership and help guide the Board’s independent oversight of the Company’s risk exposures through his role as Lead Director. Further information on the Board’s oversight of risk management is detailed below under Role of the Board in Risk Oversight. Our Lead Director has significant responsibilities, which are set forth in our Corporate Governance Policies, and include the duties listed below.

  25. Board Leadership Structure

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

  26. Board Leadership Structure

    Our Lead Director may require Board consideration of risk matters, including adding them to board agendas or as topics for executive sessions of the independent members of the Board. As discussed further below, the Board maintains oversight of strategic risks for the Company and works with the CEO to address risk management matters. In addition, our Lead Director may represent the Board in communications with stockholders and other stakeholders. The Lead Director makes themself available for consultation with major stockholders pursuant to our Corporate Governance Policies. As Lead Director, Mr. Neal has participated in our annual stockholder outreach meetings and we expect this practice to continue.

  27. 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 prepares peer group data and informs the CC on trends in director compensation and corporate governance best practices. For our non-employee director compensation program for the year starting on the date of our 2023 Meeting, or the 2023 Program, the CC recommended, and the Board approved, maintaining the same compensation as the previous year with an approximate value of $340,000, slightly below the median paid by the peer group (most recently approved by the CC at the time of its recommendation) to their non-employee directors: (1) Annual amount, paid quarterly. (2) Target annual value of RSUs granted on the first trading day following the date of our 2023 Meeting, or the 2023 Program RSUs. To correlate vesting with Board service, 50% of the RSUs vested on the third Wednesday in November 2023 and 50% will vest on the third Wednesday in May 2024, subject to the director’s continuous service with us. If a director’s service terminates due to death, their RSU grants will immediately vest in full. We do not pay additional fees for serving as a Lead Director, as chairperson or member of our committees, or for meeting attendance. Directors who are also employees do not receive compensation for service on the Board. The number of shares subject to each director’s 2023 Program RSUs and to the Initial Lora RSUs (as defined below) equaled the target value of the grant divided by the 30-calendar day trailing average closing price of our common stock that ended the business day before the 2023 Meeting and Ms. Lora’s appointment to the Board, respectively, to smooth the effects of possible market volatility. The CC considered various approaches to calculating the number of shares underlying the 2023 Program RSUs and Initial Lora RSUs and determined the process described above was appropriate. Non-employee directors can elect to defer settlement of RSUs upon vesting for tax planning purposes to the earlier of (i) a future year (no sooner than 2025 for the 2023 Program RSUs and 2023 Program Lora RSUs (as defined below), and no sooner than 2027 for the Initial Lora RSUs) or (ii) in connection with the director’s cessation of service or certain change in control events, in accordance with the rules under Section 409A of the Internal Revenue Code. Messrs. Coxe, Jones, McCaffery, and Neal, and Dr. Shah elected to defer settlement of their 2023 Program RSUs, and Ms. Lora elected to defer settlement of her Initial Lora RSUs and 2023 Program Lora RSUs. Directors do not receive dividends on unvested, or vested but deferred, RSUs.

  28. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024

  29. Director Compensation for Fiscal 2024

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

  30. Director Compensation for Fiscal 2024

    (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 2024. 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 23, 2023, each non-employee director then serving on the Board received their RSU grant for 650 shares, representing their 2023 Program RSUs. The grant date fair value per share for these awards as determined under ASC 718 was $421.95. (2) Reflects a pro-rated annual cash retainer for service commencing with Ms. Lora’s appointment to the Board in July 2023. (3) Ms. Lora was awarded on August 8, 2023: (a) in connection with her appointment to the Board in July 2023, an initial RSU grant for 587 shares with a target value of $255,000, or the Initial Lora RSUs, with a grant date fair value per share as determined under FASB ASC Topic 718 of $446.21, and (b) as compensation for her service on the Board through the date of the 2024 Meeting, a pro-rated 2023 Program RSU grant for 590 shares, with a grant date fair value per share as determined under FASB ASC Topic 718 of $446.52, reflecting the period of service between her appointment date and the date of the 2024 Meeting, or the 2023 Program Lora RSUs. The Initial Lora RSUs vested as to 1/6th of the shares on December 13, 2023 and will vest as to 1/6th of the shares approximately every six months thereafter, subject to Ms. Lora’s continuous service with us. A pro rata amount of the 2023 Program Lora RSUs vested on November 15, 2023 and the remainder will vest on May 15, 2024, subject to Ms. Lora’s continuous service with us. If Ms. Lora’s service terminates due to death, her RSU grants will immediately vest in full. The following table provides information regarding the aggregate number of unvested RSUs held by each of our non-employee directors as of January 28, 2024:

  31. Director Compensation for Fiscal 2024

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

  32. Director Compensation for Fiscal 2024

    None of our non-employee directors held unexercised stock options as of January 28, 2024. The following aggregate number of vested RSUs for which settlement was previously deferred were ultimately issued in Fiscal 2024: 1,716 RSUs for Ms. Hudson, 8,884 RSUs for Mr. Jones, 1,716 RSUs for Mr. McCaffery, and 2,848 RSUs for Mr. Neal.

  33. Continued Focus on Pay for Performance

    Continued Focus on Pay for Performance NVIDIA’s executive compensation program in Fiscal 2024 continued to be guided by a pay for performance philosophy to link competitive NEO pay with our stockholders’ interests. Approximately 96% of our CEO’s, and approximately 56% of our other NEOs’, total target pay was dependent on corporate performance in the form of SY PSUs, MY PSUs, and variable cash.

  34. Executive Pay Heavily Weighted Towards Equity Awards

    Executive Pay Heavily Weighted Towards Equity Awards The vast majority of our NEOs’ total target pay for Fiscal 2024 was comprised of equity awards: •SY PSUs based on annual Non-GAAP Operating Income performance (with an opportunity to earn Additional SY PSUs based on annual Non-GAAP Gross Margin performance), vesting over 4 years •MY PSUs based on 3-year TSR relative to the S&P 500, vesting over 3 years, and •RSUs vesting over 4 years (for NEOs other than our CEO) (1) Based on total target pay as approved by the CC, consisting of annual base salary, and, assuming the Company achieves associated performance goals at a Base Compensation Plan level, target payout opportunity under our Variable Cash Plan and target equity opportunities the CC intended to deliver. The target equity opportunity for SY PSUs does not include the Additional SY PSUs. (2) Reflects the total target pay mix average for each NEO other than our CEO. The total does not sum to 100% due to rounding. NEOs were also eligible for variable cash awards based on annual revenue performance, in addition to base salary.

  35. Additional SY PSU Opportunities and Lower Threshold Payout; No Changes to Total Target Pay Amounts

    Additional SY PSU Opportunities and Lower Threshold Payout; No Changes to Total Target Pay Amounts The CC designed Fiscal 2024 NEO total target pay to be flat with Fiscal 2023, but adjusted certain features of the compensation program to motivate our executives while emphasizing the Company’s long-term strategy. Up to an additional 50% of an NEO’s target SY PSU payout, or the Additional SY PSUs, could be earned upon achievement of a Fiscal 2024 Non-GAAP Gross Margin goal, if we achieved Fiscal 2024 Non-GAAP Operating Income at or above Base Compensation Plan. For SY PSUs and our Variable Cash Plan, Base Compensation Plan goals approximated, while Stretch Compensation Plan goals were set well above, our Fiscal 2023 results, and payouts for Threshold performance were reduced to 20% in Fiscal 2024 from 50% in Fiscal 2023. Because the Additional SY PSUs represented an upside payout opportunity, the CC set both the Fiscal 2024 Non-GAAP Gross Margin Threshold and the Stretch Compensation Plan goals well above actual Fiscal 2023 performance.

  36. Record Performance Resulting in Maximum Payouts

    Record Performance Resulting in Maximum Payouts

  37. Record Performance Resulting in Maximum Payouts

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

  38. Record Performance Resulting in Maximum Payouts

    (1) See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results. (2) Represents TSR for purposes of the MY PSU performance goal, calculated using cumulative stock price appreciation with dividends reinvested and 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. As a result of the above performance achievements, each exceeding the CC’s pre-established Stretch Compensation Plan goals, our NEOs earned the maximum payouts possible for our Variable Cash Plan, SY PSUs (including the Additional SY PSUs), and MY PSUs.

  39. Our Compensation Philosophy and Practices

    Our Compensation Philosophy and Practices NVIDIA is building a one-of-a-kind company that invents the future, builds amazing technologies, and strives to achieve the highest level of craft. To achieve this vision, we must attract and retain a high-caliber executive team while balancing our stockholders’ interests. While our CC considers numerous factors in making executive pay decisions, our compensation program is guided by the following philosophies: •Pay for Performance: emphasize at-risk and performance-based cash and equity for NEOs based on multiple corporate metrics •Provide Competitive Pay: NEO target compensation should be competitive with our peers, reflect job impact, scope, and responsibilities, and be structured to attract and retain talent •Stockholder Alignment: align NEO pay with stockholders’ long-term interests and consider feedback from our annual stockholder engagement efforts and “say-on-pay” vote •Simplicity and Transparency: design a compensation program with simple, objective metrics In this CD&A, total target pay refers to (i) an NEO’s annual base salary, (ii) target variable cash opportunity, which means the potential payout under our Variable Cash Plan, assuming the Company achieves the associated performance goal at a Base Compensation Plan level, and (iii) target equity opportunity, which means the value of the equity opportunities granted during the year that the CC intended to deliver, assuming that the Company achieves associated performance goals at a Base Compensation Plan level (and for purposes of the SY PSUs, excluding the Additional SY PSUs). Our executive compensation program adheres to the following practices:

  40. Our Compensation Philosophy and Practices

    | What We Do | What We Don’t Do | | üEmphasize at-risk, performance-based compensation, with simple, objective goals for those components of pay üInclude multi-year PSU awards üUse annual and 3-year performance targets to determine PSU awards earned üSet rigorous performance goals that are informed by the Company’s operating plan üRequire NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards üEvaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate üMitigate compensation risks üCap performance-based variable cash and PSU payouts üRetain an independent compensation consultant reporting directly to the CC üRequire NEOs to maintain meaningful stock ownership üMaintain a clawback policy for performance-based compensation | X Enter into agreements with NEOs providing for specific terms of employment or severance benefits X Give our executive officers special change-in-control benefits X Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards) X Give NEOs supplemental retirement benefits X Provide tax gross-ups X Pay dividends or the equivalent on unearned or unvested equity X Permit executive officers, employees, or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan |

  41. 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 reported directly to our CC; and management, including our CEO, CFO, and Human Resources and Legal departments, in setting our Fiscal 2024 NEO compensation program are summarized below. During Fiscal 2024, 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 2024 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 2024. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2024 performance goals as informed by the Company’s operating plan prior to making its final and sole decision on all Fiscal 2024 NEO compensation. Ultimately, the CC certified compensation payouts for the applicable performance periods that concluded at the end of Fiscal 2024 relating to the Variable Cash Plan, SY PSUs granted during Fiscal 2024, and MY PSUs granted during Fiscal 2022. The CC also oversaw the Fiscal 2024 compensation risk analysis prepared by management.

  42. 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 ours. After consultation with management, the CC determined that the existing peer group generally continued to be appropriate for Fiscal 2024, except for removing Intuit Inc., PayPal Holdings, Inc., and VMware, Inc. due to their respective revenues and market capitalizations falling below our targeted range:

  43. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group

  44. Fiscal 2024 Peer Group

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

  45. Fiscal 2024 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 have been smaller or larger than us in terms of market capitalization or revenue, the CC 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 2024 peer group, the CC reviewed our trailing 12-month revenue (as previously reported up through our third quarter results for Fiscal 2023) and market capitalization as of October 2022, compared to the 75th percentile, median, and 25th percentile of our peer group companies, which were as follows:

  46. Fiscal 2024 Peer Group

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

  47. Fiscal 2024 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.

  48. Total Target Compensation Approach

    Total Target Compensation Approach In evaluating Fiscal 2024 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 total cash opportunity, target equity opportunity, and total target pay opportunity 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 2024. 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.

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

    Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards For Fiscal 2024, 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 goals and, for both PSUs and RSUs, must 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 in prior years, the CC granted Mr. Huang’s target equity opportunity 100% in the form of SY PSUs (which value is aligned with our annual corporate financial performance) and MY PSUs (which value is aligned with our 3-year relative shareholder return), evenly split between both forms of PSUs to emphasize both shorter-term and longer-term performance. For our other NEOs, the CC 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 appropriately balanced an emphasis on performance achievement while still providing a meaningful amount of time-vesting RSUs to encourage retention. To motivate our NEOs to focus on operational efficiencies and providing value-added products, management recommended, and the CC determined that it was appropriate, to provide our executives with an opportunity to earn Additional SY PSUs in Fiscal 2024 if (i) Fiscal 2024 Non-GAAP Operating Income was achieved at or above Base Compensation Plan and (ii) we achieved a Fiscal 2024 Non-GAAP Gross Margin goal, as further described below under Performance Metrics and Goals for Executive Compensation.

  50. 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 (and Non-GAAP Gross Margin for potential Additional SY PSUs (2)) (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 (3) | | 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 and ongoing stock price performance during the vesting period | Align with long-term stockholder interests by linking NEO pay to multi-year relative shareholder return and ongoing stock price performance during the vesting period | 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% (200% with Additional SY PSUs) of Mr. Huang’s SY PSU target opportunity and 200% (250% with Additional SY PSUs) of our other NEOs’ respective SY PSU target opportunity Ultimate value delivered depends on stock price on date earned shares vest | 150% of Mr. Huang’s MY PSU target opportunity and 200% of our other NEOs’ respective MY PSU target opportunity Ultimate value delivered depends on stock price on date earned shares vest | 100% of grant Ultimate value delivered depends on stock price on date shares vest |

  51. 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) Contingent upon the Company achieving annual Non-GAAP Operating Income at Base Compensation Plan or better. (3) 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. We also provide our NEOs with insurance benefits and eligibility to participate in our ESPP and 401(k) plan on the same basis as our other employees. We may also provide perquisites to our NEOs from time to time. For more information about the other compensation and benefits we provide to our NEOs, see Other Compensation and Benefits below.

  52. Determining Equity Award Amounts

    Determining Equity Award Amounts To determine the actual share number of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC divided the target equity opportunities they intended to deliver, 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 smooth the effects of possible market volatility. 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 and Grants of Plan-Based Awards Table under ASC 718 being different than the target equity opportunity. The CC considered various approaches to granting awards and determined the process described above is appropriate. The target number of SY PSUs would be eligible to vest upon the Company’s achievement of Fiscal 2024 Non-GAAP Operating Income at Base Compensation Plan. If the Company achieved Fiscal 2024 Non-GAAP Operating Income at Stretch Compensation Plan or more, excluding the Additional SY PSUs, 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 equity opportunities. If the Company achieved Fiscal 2024 Non-GAAP Operating Income at Threshold, the minimum number of SY PSUs would be eligible to vest, equivalent to 20% of our NEOs’ respective SY PSU target equity opportunities. In addition, upon the Company achieving at least Base Compensation Plan for Fiscal 2024 Non-GAAP Operating Income, if the Company also achieved Fiscal 2024 Non-GAAP Gross Margin at Threshold or better, our NEOs could earn Additional SY PSUs capped at 50% of their respective SY PSU target equity 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 2022 to the end of Fiscal 2024, or the 3-Year Relative TSR, at Base Compensation Plan. If the Company achieved 3-Year Relative TSR at Stretch Compensation Plan 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 equity 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 equity 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.

  53. Performance Metrics and Goals for Executive Compensation

    Performance Metrics and Goals for Executive Compensation The CC’s decisions in March 2023 regarding the performance metrics for Fiscal 2024 executive compensation were informed by the Fiscal 2024 operating plan as approved by the Board at that time. The operating plan took into account the Company’s challenging Fiscal 2023, with macroeconomic and market headwinds on our business resulting in our revenue and Non-GAAP Operating Income performance falling short of the CC’s pre-established goals for executive compensation. The CC intended for the Fiscal 2024 performance goals to be rigorous and uncertain, considered the likelihood of a range of business scenarios that could impact our performance, and acknowledged that sustaining the same level of financial performance achieved during Fiscal 2023 under the then-current business conditions would require significant effort by our NEOs. Recognizing an increasingly complex macroeconomic environment, the CC set Base Compensation Plan goals close to actual performance for Fiscal 2023, and set Stretch Compensation Plan goals at levels that would require year-over-year growth representing extremely strong financial performance. In addition, given the uncertain operating environment, the CC determined to provide our NEOs with an opportunity to earn Additional SY PSUs and chose Fiscal 2024 Non-GAAP Gross Margin as the related performance metric to motivate our NEOs to focus on operational efficiencies and providing value-added products. Specifically, assuming Fiscal 2024 Non-GAAP Operating Income was achieved at or above Base Compensation Plan, Additional SY PSUs, capped at 50% of each NEO’s SY PSU target equity opportunity, could be earned if the Company achieved at least a Threshold Fiscal 2024 Non-GAAP Gross Margin. Because the Additional SY PSUs represented an upside payout opportunity, the CC set both the Fiscal 2024 Non-GAAP Gross Margin Threshold and the Stretch Compensation Plan goals, well above actual Fiscal 2023 performance. Fiscal 2024 performance metrics and goals for NEO pay were as set forth below:

  54. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE METRICS | | | | | | Variable Cash Plan | SY PSUs | MY PSUs | | Metric | Revenue | Non-GAAP Operating Income and for Additional SY PSUs only, Non-GAAP Gross Margin | 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 Non-GAAP Operating Income reflects our annual revenue generation and effective operating expense management Non-GAAP Gross Margin emphasizes profitability in critical market platforms Distinct, separate metrics 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 |

  55. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE GOALS | | | | | | | | | Variable Cash Plan | | SY PSUs | | MY PSUs | | | | Fiscal 2024 Revenue | Payout as a % of Target Opportunity (1) | Fiscal 2024 Non-GAAP Operating Income (2) | Shares Eligible to Vest as a % of Target Opportunity (1) | Fiscal 2022 to 2024 3-Year Relative TSR (3) | Shares Eligible to Vest as a % of Target Opportunity (1) | | Threshold | $20.0 billion | 20% | $4.6 billion | 20% | 25th percentile | 25% | | Base Compensation Plan | $26.0 billion | 100% | $9.4 billion | 100% | 50th percentile | 100% | | Stretch Compensation Plan | $29.5 billion | 200% | $11.9 billion | CEO 150% Other NEOs 200% Additional 50% possible for all NEOs (4) | 75th percentile | CEO 150% Other NEOs 200% |

  56. Performance Metrics and Goals for Executive Compensation

    (1)For achievement between Threshold and Base Compensation Plan, or alternatively between Base Compensation Plan and Stretch Compensation Plan, payouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and exceeding Stretch Compensation Plan 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 2022 to Fiscal 2024 performance period were granted in Fiscal 2022. MY PSUs granted in Fiscal 2024 cover the Fiscal 2024 to Fiscal 2026 performance period and consist of the same performance goal structure and payout opportunities. (4)Upon the Company achieving at least Base Compensation Plan for Fiscal 2024 Non-GAAP Operating Income, (i) if the Company also achieves Fiscal 2024 Non-GAAP Gross Margin between Threshold of 66.5% and Stretch Compensation Plan of 68.5%, the number of eligible Additional SY PSUs will be equal to an amount linearly interpolated between 0% and 50% of the SY PSU target opportunities for each NEO, and (ii) if the Company also achieves Fiscal 2024 Non-GAAP Gross Margin of 68.5% or more, the number of eligible Additional SY PSUs will be capped at 50% of the SY PSU target opportunities for each NEO. 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 Compensation Plan. For Additional SY PSUs, Threshold was uncertain but attainable with significant effort and execution success, as it represented an upside payout opportunity •Base Compensation Plan was uncertain but attainable with significant effort and execution success; included budgeted investments in future businesses and revenue growth considering macroeconomic conditions and reasonable but challenging growth estimates for ongoing and new businesses •Stretch Compensation Plan required exceptional achievement; only possible with strong market factors and a very high level of management execution and corporate performance

  57. Fiscal 2024 Performance Achievement

    | PERFORMANCE ACHIEVEMENT AND PAYOUTS | | | | | | Variable Cash Plan | SY PSUs | MY PSUs (1) | | Performance Achievement for Period Ended Fiscal 2024 (2) | $60.9 billion revenue | $37.1 billion Non-GAAP Operating Income (3) For Additional SY PSUs only, 73.8% Non-GAAP Gross Margin (3) | 3-year TSR of 276% 99th percentile relative to S&P 500 | | Payout as % of Target Opportunity | 200% | With Additional SY PSUs, CEO 200% Other NEOs 250% (4) | CEO 150% Other NEOs 200% (5) |

  58. Fiscal 2024 Performance Achievement

    (1)Represents performance achievement and payout of MY PSUs granted in Fiscal 2022, with a performance period measured from the start of Fiscal 2022 to the end of Fiscal 2024. (2)Revenue is GAAP revenue, as the Company reports in its SEC filings. Non-GAAP Operating Income is GAAP operating income, as the Company reports in its SEC filings, excluding stock-based compensation expense, acquisition termination cost, acquisition-related and other costs, restructuring costs and other, IP-related and legal settlement costs, and other. Non-GAAP Gross Margin is GAAP gross margin, as the Company reports in its SEC filings, excluding acquisition-related and other costs, stock-based compensation expense, and IP-related costs. 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)25% of the eligible SY PSU shares vested on March 20, 2024, approximately one year after grant, and 6.25% will vest every quarter thereafter for the next three years. (5)100% of the eligible MY PSUs vested on March 20, 2024. Achievement of goals for MY PSUs granted during Fiscal 2023 and Fiscal 2024 will be determined after the applicable performance periods conclude in January 2025 and January 2026, respectively.

  59. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    Fiscal 2024 Target Compensation Actions and Performance-Based Payouts The CC’s target Fiscal 2024 compensation actions are summarized below for each NEO, reflecting the target 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 2024 will be determined after the end of Fiscal 2026. The CC considered the factors set forth in Factors Used in Determining Executive Compensation above to set total target pay opportunity for each NEO, which are described in Compensation Actions and Achievements - Setting Executive Compensation Values above. As described above, the CC intended for each NEO’s target pay to be flat with Fiscal 2023, with no increases to base salaries or variable cash opportunities and no intended increases to target equity opportunities. The target equity opportunities reported in the tables below reflect the number of shares subject to each NEO’s equity awards granted in Fiscal 2024, assuming Base Compensation Plan achievement for PSUs, multiplied by the 30-calendar day trailing average closing price of our common stock that the CC used in approving such equity awards, as described above in Determining Equity Award Amounts, and excluded the potential impact of the Additional SY PSUs that could be earned. These values reflect minor differences from the respective target equity opportunities approved in Fiscal 2023 and reported in our proxy statement last year as a result of rounding in our share calculation methodology and not as a result of an intent by the CC to increase target equity opportunities. The target equity opportunities reported below differ from the values reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which, in accordance with SEC rules, reflect the aggregate grant date fair value of each NEO’s equity awards calculated in accordance with ASC 718 based on the single day closing price of our common stock on the date of grant and, for PSUs, assuming a probable outcome of the applicable performance conditions.

  60. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    | Jen-Hsun Huang President & CEO | Target Pay ($) | Fiscal 2024 Compensation Actions | Fiscal 2024 Performance-Based Payouts | | Base Salary | 1,000,000 | Flat with Fiscal 2023 | | | Variable Cash | 2,000,000 | Flat with Fiscal 2023 | Fiscal 2024 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($4,000,000) | | Cash | 3,000,000 | Flat with Fiscal 2023 | | | SY PSUs | 10,999,969 | Flat with Fiscal 2023, resulting in 50,491 shares target opportunity granted in Fiscal 2024, with potential to earn Additional SY PSUs | Fiscal 2024 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 150% of target opportunity becoming eligible to vest Fiscal 2024 Non-GAAP Gross Margin exceeded Stretch Compensation Plan goal, resulting in Additional SY PSUs equal to 50% of target opportunity becoming eligible to vest (total 100,982 shares) | | MY PSUs | 10,999,969 | Flat with Fiscal 2023, resulting in 50,491 shares target opportunity granted in Fiscal 2024 | Fiscal 2022 to Fiscal 2024 3-Year Relative TSR for MY PSUs granted in Fiscal 2022 achieved at Stretch Compensation Plan level, resulting in 150% of target opportunity (105,060 shares) becoming eligible to vest | | Equity | 21,999,938 | Flat with Fiscal 2023 target | | | TOTAL | 24,999,938 | Flat with Fiscal 2023 target | |

  61. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    | Colette M. Kress EVP & CFO | Target Pay ($) | Fiscal 2024 Compensation Actions | Fiscal 2024 Performance-Based Payouts | | Base Salary | 900,000 | Flat with Fiscal 2023 | | | Variable Cash | 300,000 | Flat with Fiscal 2023 | Fiscal 2024 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout Variable Cash Plan ($600,000) | | Cash | 1,200,000 | Flat with Fiscal 2023 | | | SY PSUs | 5,939,953 | Flat with Fiscal 2023, resulting in 27,265 shares target opportunity granted in Fiscal 2024, with potential to earn Additional SY PSUs | Fiscal 2024 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity becoming eligible to vest Fiscal 2024 Non-GAAP Gross Margin exceeded Stretch Compensation Plan goal, resulting in Additional SY PSUs equal to 50% of target opportunity becoming eligible to vest (total 68,162 shares) | | MY PSUs | 539,857 | Flat with Fiscal 2023, resulting in 2,478 shares target opportunity granted in Fiscal 2024 | Fiscal 2022 to Fiscal 2024 3-Year Relative TSR for MY PSUs granted in Fiscal 2022 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (6,160 shares) becoming eligible to vest | | RSUs | 4,319,946 | Flat with Fiscal 2023, resulting in 19,829 shares granted in Fiscal 2024 | | | Equity | 10,799,756 | Flat with Fiscal 2023 target | | | TOTAL | 11,999,756 | Flat with Fiscal 2023 target | |

  62. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    | Ajay K. Puri EVP, Worldwide Field Operations | Target Pay ($) | Fiscal 2024 Compensation Actions | Fiscal 2024 Performance-Based Payouts | | Base Salary | 950,000 | Flat with Fiscal 2023 | | | Variable Cash | 650,000 | Flat with Fiscal 2023 | Fiscal 2024 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($1,300,000) | | Cash | 1,600,000 | Flat with Fiscal 2023 | | | SY PSUs | 5,719,914 | Flat with Fiscal 2023, resulting in 26,255 shares target opportunity granted in Fiscal 2024, with potential to earn Additional SY PSUs | Fiscal 2024 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity becoming eligible to vest Fiscal 2024 Non-GAAP Gross Margin exceeded Stretch Compensation Plan goal, resulting in Additional SY PSUs equal to 50% of target opportunity becoming eligible to vest (total 65,637 shares) | | MY PSUs | 519,814 | Flat with Fiscal 2023, resulting in 2,386 shares target opportunity granted in Fiscal 2024 | Fiscal 2022 to Fiscal 2024 3-Year Relative TSR for MY PSUs granted in Fiscal 2022 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (5,880 shares) becoming eligible to vest | | RSUs | 4,159,819 | Flat with Fiscal 2023, resulting in 19,094 shares granted in Fiscal 2024 | | | Equity | 10,399,547 | Flat with Fiscal 2023 target | | | TOTAL | 11,999,547 | Flat with Fiscal 2023 target | |

  63. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    | Debora Shoquist EVP, Operations | Target Pay ($) | Fiscal 2024 Compensation Actions | Fiscal 2024 Performance-Based Payouts | | Base Salary | 850,000 | Flat with Fiscal 2023 | | | Variable Cash | 250,000 | Flat with Fiscal 2023 | Fiscal 2024 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($500,000) | | Cash | 1,100,000 | Flat with Fiscal 2023 | | | SY PSUs | 4,894,878 | Flat with Fiscal 2023, resulting in 22,468 shares target opportunity granted in Fiscal 2024, with potential to earn Additional SY PSUs | Fiscal 2024 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity becoming eligible to vest Fiscal 2024 Non-GAAP Gross Margin exceeded Stretch Compensation Plan goal, resulting in Additional SY PSUs equal to 50% of target opportunity becoming eligible to vest (total 56,170 shares) | | MY PSUs | 444,870 | Flat with Fiscal 2023, resulting in 2,042 shares target opportunity granted in Fiscal 2024 | Fiscal 2022 to Fiscal 2024 3-Year Relative TSR for MY PSUs granted in Fiscal 2022 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (4,832 shares) becoming eligible to vest | | RSUs | 3,559,832 | Flat with Fiscal 2023, resulting in 16,340 shares granted in Fiscal 2024 | | | Equity | 8,899,580 | Flat with Fiscal 2023 target | | | TOTAL | 9,999,580 | Flat with Fiscal 2023 target | |

  64. Fiscal 2024 Target Compensation Actions and Performance-Based Payouts

    | Timothy S. Teter EVP, General Counsel & Secretary | Target Pay ($) | Fiscal 2024 Compensation Actions | Fiscal 2024 Performance-Based Payouts | | Base Salary | 850,000 | Flat with Fiscal 2023 | | | Variable Cash | 250,000 | Flat with Fiscal 2023 | Fiscal 2024 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($500,000) | | Cash | 1,100,000 | Flat with Fiscal 2023 | | | SY PSUs | 4,894,878 | Flat with Fiscal 2023, resulting in 22,468 shares target opportunity granted in Fiscal 2024, with potential to earn Additional SY PSUs | Fiscal 2024 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity becoming eligible to vest Fiscal 2024 Non-GAAP Gross Margin exceeded Stretch Compensation Plan goal, resulting in Additional SY PSUs equal to 50% of target opportunity becoming eligible to vest (total 56,170 shares) | | MY PSUs | 444,870 | Flat with Fiscal 2023, resulting in 2,042 shares target opportunity granted in Fiscal 2024 | Fiscal 2022 to Fiscal 2024 3-Year Relative TSR for MY PSUs granted in Fiscal 2022 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (4,832 shares) becoming eligible to vest | | RSUs | 3,559,832 | Flat with Fiscal 2023, resulting in 16,340 shares granted in Fiscal 2024 | | | Equity | 8,899,580 | Flat with Fiscal 2023 target | | | TOTAL | 9,999,580 | Flat with Fiscal 2023 target | |

  65. 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 in How We Determine Executive Compensation above. 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.

  66. 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, and balances incentives by using a mix of base salary and variable pay | | 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 are 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, SY PSUs, and Additional SY PSUs are approved by the CC and informed by the annual financial plan approved by the Board each year | | ü | MY PSUs are designed with a relative goal | | ü | We have a compensation recovery policy applicable to executive officers that requires NVIDIA to recover certain incentive compensation paid in connection with certain accounting restatements | | 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 | Our insider trading policy prohibits hedging, pledging, using margin accounts, and trading in derivatives involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance |

  67. Summary Compensation Table for Fiscal 2024, 2023, and 2022

    Summary Compensation Table for Fiscal 2024, 2023, and 2022 The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2024, 2023, and 2022. Fiscal 2024, 2023, and 2022 were 52-week years.

  68. Summary Compensation Table for Fiscal 2024, 2023, and 2022

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jen-Hsun Huang | 2024 | 996,514 | 26,676,415 | 4,000,000 | 2,494,973(3) | 34,167,902 | | President and CEO | 2023 | 996,832 | 19,666,382 | — | 693,710 | 21,356,924 | | | 2022 | 996,216 | 18,660,407 | 4,000,000 | 81,038 | 23,737,661 | | Colette M. Kress | 2024 | 896,863 | 11,756,027 | 600,000 | 13,902(4) | 13,266,792 | | Executive Vice President and CFO | 2023 | 897,149 | 10,004,677 | — | 15,402 | 10,917,228 | | | 2022 | 896,595 | 8,269,020 | 600,000 | 10,312 | 9,775,927 | | Ajay K. Puri | 2024 | 946,689 | 11,320,353 | 1,300,000 | 48,408(4) | 13,615,450 | | Executive Vice President, Worldwide Field Operations | 2023 | 946,990 | 9,633,991 | — | 46,717 | 10,627,698 | | | 2022 | 946,406 | 7,892,819 | 1,300,000 | 33,493 | 10,172,718 | | Debora Shoquist | 2024 | 847,037 | 9,687,599 | 500,000 | 24,229(4) | 11,058,865 | | Executive Vice President, Operations | 2023 | 847,307 | 8,244,465 | — | 23,478 | 9,115,250 | | | 2022 | 846,784 | 6,483,557 | 500,000 | 21,478 | 7,851,819 | | Timothy S. Teter | 2024 | 847,037 | 9,687,599 | 500,000 | 13,902(4) | 11,048,538 | | Executive Vice President, General Counsel and Secretary | 2023 | 847,307 | 8,244,465 | — | 15,402 | 9,107,174 | | | 2022 | 846,784 | 6,483,557 | 500,000 | 12,402 | 7,842,743 |

  69. Summary Compensation Table for Fiscal 2024, 2023, and 2022

    (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 Compensation Plan for SY PSUs and MY PSUs, determined in accordance with applicable accounting standards. Assuming Stretch Compensation Plan performance for SY PSUs (including Additional SY PSUs for Fiscal 2024 only) and MY PSUs in each of Fiscal 2024, 2023, and 2022, 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:

  70. Summary Compensation Table for Fiscal 2024, 2023, and 2022

    | | 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 ($) | MY PSU ($) | | 2024 | 23,130,937 | 22,666,270 | 15,613,188 | 1,937,350 | 15,034,811 | 1,865,423 | 12,866,300 | 1,596,476 | 12,866,300 | 1,596,476 | | 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 |

  71. Summary Compensation Table for Fiscal 2024, 2023, and 2022

    (2)As applicable, reflects amounts earned in Fiscal 2024, 2023, and 2022 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 (a) the aggregate incremental costs to the Company of residential security and consultation fees (in the amount of $2,229,935, reflecting the full cost to the Company), security monitoring services, and car and driver services, (b) a $9,000 match of contributions to our 401(k) savings plan, and (c) $21,904 in life insurance premiums. The 401(k) contribution match and insurance coverage are available to all eligible NVIDIA employees. (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 2024, the match of 401(k) contributions was $9,000 for each of Ms. Kress, Mr. Puri, Ms. Shoquist, and Mr. Teter; and the dollar values of life insurance premiums were $4,902 for Ms. Kress, $39,408 for Mr. Puri, $15,229 for Ms. Shoquist, and $4,902 for Mr. Teter.

  72. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2024. The information in this table supplements the dollar value of stock awards set forth in the Summary Compensation Table for Fiscal Years 2024, 2023, and 2022. 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.

  73. Grants of Plan-Based Awards for Fiscal 2024

    | 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 | 3/10/23 | 3/2/23 | | — | | 10,098 | 50,491 | 100,982 | — | 11,565,468 | | | MY PSU | 3/10/23 | 3/2/23 | | — | | 12,622 | 50,491 | 75,736 | — | 15,110,946 | | | Variable Cash Plan | 3/2/23 | 3/2/23 | 400,000 | 2,000,000 | 4,000,000 | | — | | — | — | | Colette M. Kress | SY PSU | 3/10/23 | 3/2/23 | | — | | 5,453 | 27,265 | 68,162 | — | 6,245,321 | | | MY PSU | 3/10/23 | 3/2/23 | | — | | 619 | 2,478 | 4,956 | — | 968,675 | | | RSU | 3/10/23 | 3/2/23 | | — | | | — | | 19,829 | 4,542,031 | | | Variable Cash Plan | 3/2/23 | 3/2/23 | 60,000 | 300,000 | 600,000 | | — | | — | — | | Ajay K. Puri | SY PSU | 3/10/23 | 3/2/23 | | — | | 5,251 | 26,255 | 65,637 | — | 6,013,970 | | | MY PSU | 3/10/23 | 3/2/23 | | — | | 596 | 2,386 | 4,772 | — | 932,711 | | | RSU | 3/10/23 | 3/2/23 | | — | | | — | | 19,094 | 4,373,672 | | | Variable Cash Plan | 3/2/23 | 3/2/23 | 130,000 | 650,000 | 1,300,000 | | — | | — | — | | Debora Shoquist | SY PSU | 3/10/23 | 3/2/23 | | — | | 4,493 | 22,468 | 56,170 | — | 5,146,520 | | | MY PSU | 3/10/23 | 3/2/23 | | — | | 510 | 2,042 | 4,084 | — | 798,238 | | | RSU | 3/10/23 | 3/2/23 | | — | | | — | | 16,340 | 3,742,840 | | | Variable Cash Plan | 3/2/23 | 3/2/23 | 50,000 | 250,000 | 500,000 | | — | | — | — | | Timothy S. Teter | SY PSU | 3/10/23 | 3/2/23 | | — | | 4,493 | 22,468 | 56,170 | — | 5,146,520 | | | MY PSU | 3/10/23 | 3/2/23 | | — | | 510 | 2,042 | 4,084 | — | 798,238 | | | RSU | 3/10/23 | 3/2/23 | | — | | | — | | 16,340 | 3,742,840 | | | Variable Cash Plan | 3/2/23 | 3/2/23 | 50,000 | 250,000 | 500,000 | | — | | — | — |

  74. Grants of Plan-Based Awards for Fiscal 2024

    (1)Represents range of awards payable under our Fiscal 2024 Variable Cash Plan. (2)Represents range of shares eligible to be earned with respect to PSUs. Threshold and Target payouts for SY PSUs exclude the Additional SY PSUs; Maximum payouts for SY PSUs include the Additional SY 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 Compensation Plan performance for SY PSUs and MY PSUs, determined in accordance with applicable accounting standards.

  75. Outstanding Equity Awards as of January 28, 2024

    Outstanding Equity Awards as of January 28, 2024 The following table presents information regarding outstanding equity awards held by our NEOs as of January 28, 2024.

  76. Outstanding Equity Awards as of January 28, 2024

    | Name | Stock Awards | | | | | | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) (1) | | Jen-Hsun Huang | 14,520(2) | 8,861,701 | — | — | | | 105,060(3) | 64,119,169 | — | — | | | 32,832(4) | 20,037,698 | — | — | | | 100,982(5) | 61,630,324 | — | — | | | — | — | 67,013(6) | 40,898,704 | | | — | — | 75,736(7) | 46,222,438 | | Colette M. Kress | 2,636(8) | 1,608,777 | — | — | | | 7,248(2) | 4,423,527 | — | — | | | 6,160(3) | 3,759,510 | — | — | | | 21,192(4) | 12,933,690 | — | — | | | 7,704(9) | 4,701,828 | — | — | | | 9,870(10) | 6,023,760 | — | — | | | 16,112(11) | 9,833,315 | — | — | | | 68,162(5) | 41,599,950 | — | — | | | — | — | 4,386(6) | 2,676,820 | | | — | — | 4,956(7) | 3,024,696 | | Ajay K. Puri | 2,480(8) | 1,513,569 | — | — | | | 6,816(2) | 4,159,873 | — | — | | | 5,880(3) | 3,588,623 | — | — | | | 20,224(4) | 12,342,909 | — | — | | | 7,356(9) | 4,489,440 | — | — | | | 9,504(10) | 5,800,386 | — | — | | | 15,514(11) | 9,468,349 | — | — | | | 65,637(5) | 40,058,917 | — | — | | | — | — | 4,222(6) | 2,576,729 | | | — | — | 4,772(7) | 2,912,399 | | Debora Shoquist | 2,288(8) | 1,396,389 | — | — | | | 6,288(2) | 3,837,629 | — | — | | | 4,832(3) | 2,949,018 | — | — | | | 16,616(4) | 10,140,911 | — | — | | | 6,040(9) | 3,686,272 | — | — | | | 8,133(10) | 4,963,651 | — | — | | | 13,277(11) | 8,103,086 | — | — | | | 56,170(5) | 34,281,113 | — | — | | | — | — | 3,614(6) | 2,205,660 | | | — | — | 4,084(7) | 2,492,506 | | Timothy S. Teter | 1,512(8) | 922,789 | — | — | | | 4,160(2) | 2,538,890 | — | — | | | 4,832(3) | 2,949,018 | — | — | | | 16,616(4) | 10,140,911 | — | — | | | 6,040(9) | 3,686,272 | — | — | | | 8,133(10) | 4,963,651 | — | — | | | 13,277(11) | 8,103,086 | — | — | | | 56,170(5) | 34,281,113 | — | — | | | — | — | 3,614(6) | 2,205,660 | | | — | — | 4,084(7) | 2,492,506 |

  77. Outstanding Equity Awards as of January 28, 2024

    (1)Calculated by multiplying the number of RSUs or PSUs that have not vested or have not been earned, as applicable, by the closing price ($610.31) of NVIDIA’s common stock on January 26, 2024, the last trading day before the end of our Fiscal 2024, as reported by Nasdaq. (2)The PSU was earned on January 31, 2021, based on achievement of a performance goal. The PSU vested as to 25% of the shares on March 17, 2021, and vested as to 6.25% approximately every three months thereafter over the next three years such that the PSU was fully vested on March 20, 2024. (3)The PSU was earned on January 28, 2024, based on achievement of a performance goal. The PSU vested as to 100% of the shares on March 20, 2024. (4)The PSU was earned on January 30, 2022, based on achievement of a performance goal. The PSU vested as to 25% of the shares on March 16, 2022, and vested as to 6.25% approximately every three months thereafter over the next three years such that the PSU will be fully vested on March 19, 2025. (5)Represents the number of shares subject to the PSU that became eligible to vest, determined as of January 28, 2024, assuming achievement of Stretch Compensation Plan performance goals. The PSU vested as to 25% of the shares on March 20, 2024, and vests as to 6.25% approximately every three months thereafter over the next three years such that the PSU will be fully vested on March 17, 2027. (6)Represents shares that could be earned upon achievement of Stretch Compensation Plan 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 Base Compensation Plan 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. (7)Represents shares that could be earned upon achievement of Stretch Compensation Plan goals, based on our TSR relative to the S&P 500 from January 30, 2023 through January 25, 2026. If the performance goal is achieved, 100% of the shares earned will vest on March 18, 2026. If the Threshold performance goal is achieved, 12,622 shares will be earned by Mr. Huang, 619 shares will be earned by Ms. Kress, 596 shares will be earned by Mr. Puri, 510 shares will be earned by Ms. Shoquist, and 510 shares will be earned by Mr. Teter. If the Base Compensation Plan performance goal is achieved, 50,491 shares will be earned by Mr. Huang, 2,478 shares will be earned by Ms. Kress, 2,386 shares will be earned by Mr. Puri, 2,042 shares will be earned by Ms. Shoquist, and 2,042 shares will be earned by Mr. Teter. (8)The RSU vested as to 25% on March 17, 2021, 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 20, 2024. (9)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. (10)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. (11)The RSU vested as to 6.25% on June 21, 2023, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 17, 2027.

  78. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table shows information regarding option exercises by, and stock acquired upon vesting for, our NEOs during Fiscal 2024.

  79. Option Exercises and Stock Vested in Fiscal 2024

    | 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 | 475,000 | 217,327,151 | 211,384(3) | 64,013,433 | | Colette M. Kress | — | — | 86,387(4) | 31,846,207 | | Ajay K. Puri | — | — | 82,280(5) | 30,288,530 | | Debora Shoquist | — | — | 71,938(6) | 26,545,357 | | Timothy S. Teter | — | — | 56,402(7) | 21,019,182 |

  80. Option Exercises and Stock Vested in Fiscal 2024

    (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 104,190 shares that were withheld to pay taxes due upon vesting. (4)Includes an aggregate of 43,295 shares that were withheld to pay taxes due upon vesting. (5)Includes an aggregate of 40,185 shares that were withheld to pay taxes due upon vesting. (6)Includes an aggregate of 36,051 shares that were withheld to pay taxes due upon vesting. (7)Includes an aggregate of 29,843 shares that were withheld to pay taxes due upon vesting.

  81. 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 28, 2024 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 closing price ($610.31) of NVIDIA’s common stock on January 26, 2024, the last trading day before the end of our Fiscal 2024, as reported by Nasdaq.

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

    | Name | Unvested RSUs and PSUs at January 28, 2024 (#) (1) | Total Estimated Benefit ($) (1) | | Jen-Hsun Huang | 263,049 | 160,541,435 | | Colette M. Kress | 99,778 | 60,895,511 | | Ajay K. Puri | 95,586 | 58,337,092 | | Debora Shoquist | 81,375 | 49,663,976 | | Timothy S. Teter | 78,471 | 47,891,636 |

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

    (1) With respect to unvested PSUs, the amounts in these columns assume performance at Base Compensation Plan with respect to SY PSUs granted in Fiscal 2024 (not including Additional SY PSUs) and with respect to MY PSUs granted in Fiscal 2022, Fiscal 2023, and Fiscal 2024, in accordance with SEC rules. The two tables below reflect the actual numbers of the SY PSUs granted in Fiscal 2024 and MY PSUs granted in Fiscal 2022 that became eligible to vest, based on our performance during the relevant performance period for such awards, as certified by our CC shortly after the end of Fiscal 2024. The values of the estimated and actual SY PSUs and MY PSUs in the table below were calculated by multiplying the applicable number of SY PSUs and MY PSUs held by each respective NEO and listed below, by the closing price ($610.31) of NVIDIA’s common stock on January 26, 2024, the last trading day before the end of our Fiscal 2024, as reported by Nasdaq. The actual SY PSUs granted in Fiscal 2024 that became eligible to vest reflected in the table below include the Additional SY PSUs. SY PSUs granted in Fiscal 2024 - Actual Achievement (versus Base Compensation Plan Performance)

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

    | Name | Estimated SY PSUs Granted in Fiscal 2024 at Base Compensation Plan Performance (#) | Value of Estimated SY PSUs Granted in Fiscal 2024 at Base Compensation Plan Performance ($) | Actual SY PSUs Granted in Fiscal 2024 Eligible to Vest (#) | Value of Actual SY PSUs Granted in Fiscal 2024 Eligible to Vest ($) | | Jen-Hsun Huang | 50,491 | 30,815,162 | 100,982 | 61,630,324 | | Colette M. Kress | 27,265 | 16,640,102 | 68,162 | 41,599,950 | | Ajay K. Puri | 26,255 | 16,023,689 | 65,637 | 40,058,917 | | Debora Shoquist | 22,468 | 13,712,445 | 56,170 | 34,281,113 | | Timothy S. Teter | 22,468 | 13,712,445 | 56,170 | 34,281,113 |

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

    MY PSUs granted in Fiscal 2022 - Actual Achievement (versus Base Compensation Plan Performance)

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

    | Name | Estimated MY PSUs Granted in Fiscal 2022 at Base Compensation Plan Performance (#) | Value of Estimated MY PSUs Granted in Fiscal 2022 at Base Compensation Plan Performance ($) | Actual MY PSUs Granted in Fiscal 2022 Eligible to Vest (#) | Value of Actual MY PSUs Granted in Fiscal 2022 Eligible to Vest ($) | | Jen-Hsun Huang | 70,040 | 42,746,112 | 105,060 | 64,119,169 | | Colette M. Kress | 3,080 | 1,879,755 | 6,160 | 3,759,510 | | Ajay K. Puri | 2,940 | 1,794,311 | 5,880 | 3,588,623 | | Debora Shoquist | 2,416 | 1,474,509 | 4,832 | 2,949,018 | | Timothy S. Teter | 2,416 | 1,474,509 | 4,832 | 2,949,018 |

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

    The actual number of MY PSUs granted in Fiscal 2023 and Fiscal 2024 that will become eligible to vest will be determinable after January 26, 2025 and January 25, 2026, respectively, the ending dates of the applicable three-year measurement period for MY PSUs.

  88. 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 2024 by using a consistently applied compensation measure, which aggregated, for each employee employed by us on the last day of Fiscal 2024, or January 28, 2024: (i) target base salary as of January 28, 2024 (annualized for permanent employees who were employed by us for less than the entire fiscal year), (ii) variable cash earned during Fiscal 2024, and (iii) aggregate full grant date fair value of equity awards granted during Fiscal 2024, calculated in accordance with ASC 718 and assuming the probable outcome of the conditions at Base Compensation Plan for performance-based awards. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on January 28, 2024. After applying the methodology described above, we determined the identity of our median employee for Fiscal 2024, whose Fiscal 2024 total compensation was $266,939. Our CEO’s Fiscal 2024 total compensation was $34,167,902. Therefore, our Fiscal 2024 CEO to median employee pay ratio was 128:1. This pay ratio represents a reasonable estimate of the relationship between the compensation of our CEO and that of our median employee for Fiscal 2024, 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, apply different exclusions, and make different assumptions. As a result, the pay ratio reported by other companies may not be comparable to ours.

  89. 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, which for Fiscal 2024 included annual revenue, annual Non-GAAP Operating Income, annual Non-GAAP Gross Margin, and 3-year TSR relative to the S&P 500. Amounts set forth below as “compensation actually paid,” or CAP, have been calculated in accordance with Item 402(v) of Regulation S-K under the Securities Act, and do not represent the value of compensation actually paid to or received by our NEOs. For a discussion of our executive compensation program and philosophy, refer to our CD&A above. The following table summarizes information regarding compensation for our NEOs, including CAP as well as certain financial performance metrics, during Fiscal 2024, 2023, 2022, and 2021. Fiscal 2024, 2023, and 2022 were 52-week years. Fiscal 2021 was a 53-week year.

  90. 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) | | 2024 | 34,167,902 | 234,132,305 | 12,247,411 | 85,558,057 | 978.42 | 190.57 | 29,760 | 37,134 | | 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 |

  91. Pay Versus Performance

    (1) For Fiscal 2024, 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 represent CAP calculated in accordance with Item 402(v) of Regulation S-K during the listed fiscal years. Adjustments to the Summary Compensation Table total compensation for our CEO to arrive at CAP for Fiscal 2024 were as follows: