DEF 14A of Nvidia Corp, May 13, 2025

DEF 14A of Nvidia Corp

Filed May 13, 2025 · FY20250001045810-25-000095

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 Until 2025 Meeting | Committee Membership After 2025 Meeting | Other Public Company Boards | | Robert K. Burgess | 67 | 2011 | ü | ü | CC | NCGC | | | Tench Coxe | 67 | 1993 | ü | | CC | AC, CC | 1 (2) | | John O. Dabiri | 45 | 2020 | ü | | CC | CC | | | Persis S. Drell | 69 | 2015 | ü | | NCGC | CC | | | Jen-Hsun Huang | 62 | 1993 | | | | | | | Dawn Hudson | 67 | 2013 | ü | ü | CC Chairperson | CC Chairperson | 1 | | Harvey C. Jones | 72 | 1993 | ü | ü | AC, NCGC | AC, NCGC | | | Melissa B. Lora | 62 | 2023 | ü | ü | AC | AC | 1 | | Stephen C. Neal (Lead Director) | 76 | 2019 | ü | | NCGC Chairperson | NCGC Chairperson | | | Ellen Ochoa | 67 | 2024 | ü | | NCGC | NCGC | 1 | | A. Brooke Seawell | 77 | 1997 | ü | ü | AC Chairperson | AC Chairperson | 1 | | Aarti Shah | 60 | 2020 | ü | | AC, CC | AC, CC | 1 | | Mark A. Stevens | 65 | 2008(3) | ü | | AC, NCGC | CC, NCGC | |

  3. Election of Directors (Proposal 1)

    (1) Qualified as an AC financial expert. (2) Mr. Coxe will no longer serve on the Artisan board as of the 2025 Artisan Annual Meeting of Stockholders. (3) Previously served as a member of our Board from 1993 until 2006. The Board recommends that you vote FOR each director nominee.

  4. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  5. Proposal 1—Election of Directors

    | What am I voting on? Electing the 13 director nominees identified below to hold office until the 2026 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 13 members. Our nominees include 12 independent directors, as defined by the rules and regulations of Nasdaq, and one NVIDIA officer: Mr. Huang, who serves as our President and CEO. All of our directors have one-year terms and stand for election annually. Each nominee, other than Dr. Ochoa, 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 | | | | | | | Independent Consultant | | | | | | | Age: 67 | | Director Since: 2011 | | Committees: CC, NCGC* | | | Other Current Public Company Boards: None | | Independent Director | | Financial Expert | | | 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. | | | | | | | | Senior Leadership & Operations Experience | | Financial/Financial Community | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | Human Capital Management Experience | | | | *Mr. Burgess will serve on the CC until the 2025 Meeting and start to serve on the NCGC after the 2025 Meeting. | | | | | |

  9. Our Director Nominees

    | TENCH COXE | | | | | | | Former Managing Director, Sutter Hill Ventures | | | | | | | Age: 67 | | Director Since: 1993 | | Committees: CC, AC* | | | Other Current Public Company Boards: Artisan Partners Asset Management Inc. (since 1995)** | | Independent Director | | | | | 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. | | | | | | | | Financial/Financial Community | | Governance & Public Company Board | | Emerging Technologies & Business Models | | | Human Capital Management Experience | | | | | | *Mr. Coxe will start to serve on the AC after the 2025 Meeting. He will continue to serve on the CC after the 2025 Meeting. **Mr. Coxe will no longer serve on the Artisan board as of the 2025 Artisan Annual Meeting of Stockholders. | | | | | |

  10. Our Director Nominees

    | JOHN O. DABIRI | | | | | | Centennial Professor of Aeronautics and Mechanical Engineering, California Institute of Technology | | | | | | Age: 45 | | Director Since: 2020 | | Committees: CC | | Other Current Public Company Boards: None | | Independent Director | | | | John O. Dabiri is the Centennial Professor of Aeronautics and Mechanical Engineering at the California Institute of Technology. He is a recipient of the National Medal of Science, 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 2021 to January 2025, he served on President Biden's Council of Advisors on Science and Technology (PCAST) and Energy Secretary Granholm's Energy Advisory Board (SEAB). 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 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. | | | | | | | Industry & Technical | | Emerging Technologies & Business Models | |

  11. Our Director Nominees

    | PERSIS S. DRELL | | | | | | | Professor of Materials Science and Engineering and Physics, and Former Provost, Stanford University | | | | | | | Age: 69 | | Director Since: 2015 | | Committees: NCGC, CC* | | | Other Current Public Company Boards: None | | Independent Director | | | | | 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 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 degree 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. | | | | | | | | Senior Leadership & Operations Experience | | Industry & Technical | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | Human Capital Management Experience | | | | *Dr. Drell will serve on the NCGC until the 2025 Meeting and start to serve on the CC after the 2025 Meeting. | | | | | |

  12. Our Director Nominees

    | JEN-HSUN HUANG | | | | | | | President and Chief Executive Officer, NVIDIA Corporation | | | | | | | Age: 62 | | Director Since: 1993 | | Committees: None | | | Other Current Public Company Boards: None | | | | | | | Jen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as President, Chief Executive Officer, and a member of the Board. 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. | | | | | | | | 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 | | |

  13. Our Director Nominees

    | DAWN HUDSON | | | | | | | Former Chief Marketing Officer, National Football League & Former CEO Pepsi-Cola North America | | | | | | | Age: 67 | | Director Since: 2013 | | Committees: CC | | | Other Current Public Company Boards: The Interpublic Group of Companies, Inc. (since 2011) | | Independent Director | | Financial Expert | | | 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, a private skincare company and a private consumer diagnostic portfolio 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 two decades of serving on the boards of public companies. | | | | | | | | Senior Leadership & Operations Experience | | Financial/Financial Community | | Governance & Public Company Board | | | Marketing, Communications & Brand Management | | Human Capital Management Experience | | |

  14. Our Director Nominees

    | HARVEY C. JONES | | | | | | | Managing Partner, Square Wave Ventures | | | | | | | Age: 72 | | Director Since: 1993 | | Committees: AC, NCGC | | | Other Current Public Company Boards: None | | Independent Director | | Financial Expert | | | 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. | | | | | | | | 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

    | MELISSA B. LORA | | | | | | | Former President, Taco Bell International | | | | | | | Age: 62 | | Director Since: 2023 | | Committees: AC | | | Other Current Public Company Boards: Conagra Brands, Inc. (since 2019) | | Independent Director | | Financial Expert | | | 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 was the chair of the audit committee from 2008 to 2018 at KB Home. 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 and a member of the nominating and governance 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. Additionally, she has decades of public company board of director experience in a variety of industries and board governance roles. | | | | | | | | Senior Leadership & Operations Experience | | Financial/Financial Community | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | Marketing, Communications & Brand Management | | Human Capital Management Experience |

  16. Our Director Nominees

    | STEPHEN C. NEAL | | | | | | | Chairman Emeritus and Senior Counsel, Cooley LLP | | | | | | | Age: 76 | | Director Since: 2019 | | Committees: NCGC | | | Other Current Public Company Boards: None | | Independent Director | | Lead Director | | | 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 Chairperson 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. | | | | | | | | Senior Leadership & Operations Experience | | Governance & Public Company Board | | Marketing, Communications & Brand Management | | | Regulatory, Legal & Risk Management | | Human Capital Management Experience | | |

  17. Our Director Nominees

    | ELLEN OCHOA | | | | | | | Former Director, NASA Johnson Space Center | | | | | | | Age: 67 | | Director Since: 2024 | | Committees: NCGC | | | Other Current Public Company Boards: Service Corporation International (since 2015) | | Independent Director | | | | | Ellen Ochoa is the former Director of NASA’s Johnson Space Center and serves on the boards of various corporate and nonprofit organizations. Dr. Ochoa served in several roles at the NASA Johnson Space Center from 1990 to 2018, including Center Director, Deputy Center Director, and astronaut. Previously, she was branch chief and research engineer at NASA Ames Research Center from 1988 to 1990, and a researcher at Sandia National Laboratories from 1985 to 1988. Dr. Ochoa has served on the boards of directors of Service Corporation International, a publicly traded funeral homes and services company, since 2015, and of Mutual of America Financial Group, a retirement plan and financial services company, since 2017. She has served on the boards of trustees of the Gordon and Betty Moore Foundation, a scientific discovery and environmental conservation foundation, since 2018, and of SRI International, a nonprofit scientific research institution, since 2023. She previously served as Chair of the National Science Board, on the boards of directors of the Federal Reserve Bank of Dallas and Manned Space Flight Education Foundation, and the board of trustees of Stanford University. Dr. Ochoa holds a BS degree in Physics from San Diego State University and MS and PhD degrees in Electrical Engineering from Stanford University. Dr. Ochoa brings to the board a unique blend of technical expertise in aerospace innovation, advanced technology development, STEM advocacy and leadership, supporting the company's innovation and strategic growth. | | | | | | | | Senior Leadership & Operations Experience | | Industry & Technical | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | Regulatory, Legal & Risk Management | | Human Capital Management Experience |

  18. Our Director Nominees

    | A. BROOKE SEAWELL | | | | | | | Venture Partner, New Enterprise Associates | | | | | | | Age: 77 | | Director Since: 1997 | | Committees: AC | | | Other Current Public Company Boards: Tenable Holdings, Inc. (since 2017) | | Independent Director | | Financial Expert | | | 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 one privately held company. Mr. Seawell served on the board of directors and as audit chair 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. In 2024, the National Association of Corporate Directors named Mr. Seawell as one of the Top 100 directors in the nation. 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. | | | | | | | | Senior Leadership & Operations Experience | | Financial/Financial Community | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | Regulatory, Legal & Risk Management | | Human Capital Management Experience |

  19. Our Director Nominees

    | AARTI SHAH | | | | | | | Former Senior Vice President & Chief Information and Digital Officer, Eli Lilly and Company | | | | | | | Age: 60 | | Director Since: 2020 | | Committees: AC, CC | | | Other Current Public Company Boards: Sandoz International GmbH | | Independent Director | | | | | 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 until 2021 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 and as a member of the science, innovation & development committee and human capital and ESG committee of Sandoz International GmbH, a pharmaceutical company, since 2023. Dr. Shah has served on the board of trustees and as a member of the audit committee and distribution and technology committee of Northwestern Mutual since 2020, a financial services organization. Dr. Shah serves on the board, strategic planning committee, and global and technology committee of St. Jude Children's Research Hospital and American Lebanese Syrian Associated Charities (ALSAC), a non-profit organization. She also serves as a trustee of the non-profit organization, Shrimad Rajchandra Mission Dharampur 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 BS and MS degrees in Statistics and Mathematics in India before completing her PhD degree 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. | | | | | | | | 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 | | | | |

  20. Our Director Nominees

    | MARK A. STEVENS | | | | | | | Managing Partner, S-Cubed Capital | | | | | | | Age: 65 | | Director Since: 2008 (previously served 1993-2006) | | Committees: AC, NCGC, CC* | | | Other Current Public Company Boards: None | | Independent Director | | | | | 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 and the chair of investment committee 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. | | | | | | | | Industry & Technical | | Financial/Financial Community | | Governance & Public Company Board | | | Emerging Technologies & Business Models | | | | | | *Mr. Stevens will serve on the AC until the 2025 Meeting. He will serve on the CC and continue to serve on the NCGC after the 2025 Meeting. | | | | | |

  21. Information About the Board of Directors and Corporate Governance

    Information About the Board of Directors and Corporate Governance

  22. Director Compensation

    Director Compensation NVIDIA’s non-employee director compensation program is designed to attract and retain a world-class Board of Directors while balancing our stockholders’ interests, and is structured to align with annual service starting on the dates of our annual meetings. We do not pay additional fees for serving as 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.

  23. New Director Compensation

    New Director Compensation In connection with Dr. Ochoa's appointment to the Board in November 2024, she received a prorated annual cash retainer and two RSU grants. She was awarded an initial RSU grant with a target value of $255,000, or the Initial Ochoa RSU, and a prorated 2024 Program RSU reflecting her service until the 2025 Meeting, or the Prorated Ochoa RSU. The number of shares subject to the Initial Ochoa RSU was calculated in the same manner as the 2024 Program RSUs, but using the 30-calendar day trailing average closing price that ended the business day before her appointment.

  24. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025

  25. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Robert K. Burgess | 85,000 | 258,828 | 343,828 | | Tench Coxe | 85,000 | 258,828 | 343,828 | | John O. Dabiri | 85,000 | 258,828 | 343,828 | | Persis S. Drell | 85,000 | 258,828 | 343,828 | | Dawn Hudson | 85,000 | 258,828 | 343,828 | | Harvey C. Jones | 85,000 | 258,828 | 343,828 | | Melissa B. Lora | 85,000 | 258,828 | 343,828 | | Michael G. McCaffery (2) | 42,500 | — | 42,500 | | Stephen C. Neal | 85,000 | 258,828 | 343,828 | | Ellen Ochoa | 32,550(3) | 439,659(4) | 472,209 | | Mark L. Perry (2) | 42,500 | — | 42,500 | | A. Brooke Seawell | 85,000 | 258,828 | 343,828 | | Aarti Shah | 85,000 | 258,828 | 343,828 | | Mark A. Stevens | 85,000 | 258,828 | 343,828 |

  26. Director Compensation for Fiscal 2025

    (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. The assumptions used in the calculation are set forth in Note 3 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. On June 27, 2024, each non-employee director then serving on the Board received their 2024 Program RSU grant for 2,088 shares, with an ASC 718 grant date fair value per share of $123.96. (2) Messrs. McCaffery and Perry retired from our Board effective June 26, 2024. (3) Reflects a prorated annual cash retainer for service commencing with Dr. Ochoa’s appointment to the Board in November 2024. (4) Dr. Ochoa was awarded on December 9, 2024: (a) the Initial Ochoa RSU for 1,848 shares, with an ASC 718 grant date fair value per share of $138.70, and (b) the Prorated Ochoa RSU for 1,321 shares, with an ASC 718 grant date fair value per share of $138.79. Subject to Dr. Ochoa’s continuous service with us, the Initial Ochoa RSU will vest as to 1/6th of the shares on the third Wednesday in June 2025 and approximately every six months thereafter, and the Prorated Ochoa RSU will vest in full on the third Wednesday in May 2025. The following table provides information regarding the aggregate number of unvested RSUs held by each of our non-employee directors as of January 26, 2025:

  27. Director Compensation for Fiscal 2025

    | Name | RSUs | Name | RSUs | | Robert K. Burgess | 1,044 | Michael G. McCaffery | — | | Tench Coxe | 1,044 | Stephen C. Neal | 1,044 | | John O. Dabiri | 1,044 | Ellen Ochoa | 3,169 | | Persis S. Drell | 1,044 | Mark L. Perry | — | | Dawn Hudson | 1,044 | A. Brooke Seawell | 1,044 | | Harvey C. Jones | 1,044 | Aarti Shah | 1,044 | | Melissa B. Lora | 3,984* | Mark A. Stevens | 1,044 |

  28. Director Compensation for Fiscal 2025

    * Includes initial RSUs granted to Ms. Lora in connection with her appointment to the Board in 2023.

  29. 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 2025 was comprised of equity awards: •SY PSUs based on annual Non-GAAP Operating Income, 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. (2) Reflects the average total target pay mix for our NEOs 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, in addition to base salary and other compensation and benefits.

  30. Key Changes for Fiscal 2025

    Key Changes for Fiscal 2025 •CEO Cash Compensation Adjustments: increased base salary and variable cash opportunity to align with peers and for internal pay equity, after years without changes •Increased Target Equity Opportunities for All NEOs: increased target equity opportunities in recognition of the expanding complexity and scope of their roles and responsibilities •Equity Mix Shift for NEOs Other than CEO: adjusted allocation of target equity across RSUs, SY PSUs, and MY PSUs for NEOs other than Mr. Huang from 40%, 55%, and 5% in Fiscal 2024 to 50%, 25%, and 25% in Fiscal 2025, respectively, to emphasize long-term performance incentives while encouraging retention •Further Increased Rigor of Performance Goals: set Base Compensation Plan for target variable cash and SY PSU opportunities well above strong Fiscal 2024 results, and set Threshold goals well above Fiscal 2024 Stretch Compensation Plan, to motivate executives

  31. Record Performance Resulting in Maximum Payouts

    Record Performance Resulting in Maximum Payouts

  32. Record Performance Resulting in Maximum Payouts

    | Fiscal 2025 Revenue | Fiscal 2025 Non-GAAP Operating Income (1) | 3-Year TSR Relative to S&P 500 (Fiscal 2023 to 2025) (2) | | $130.5 billion | $86.8 billion | 384% (100th Percentile of S&P 500) |

  33. 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 Fiscal 2025 Variable Cash Plan, SY PSUs granted in Fiscal 2025, and MY PSUs granted in Fiscal 2023.

  34. Our Compensation Philosophy and Practices

    | What We Do | | What We Don’t Do | | | ü | Emphasize at-risk, performance-based compensation, with simple, objective performance goals | X | Enter into agreements with NEOs providing for specific terms of employment or severance benefits | | ü | Use annual and multi-year performance targets to determine PSU awards earned | X | Give our executive officers special change-in-control benefits | | ü | Set rigorous performance goals and use different metrics for annual and multi-year awards | 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) | | ü | Require NEOs to provide continuous service for 4 years to fully vest in SY PSU and RSU awards | X | Give NEOs supplemental retirement benefits | | ü | Evaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate | X | Provide tax gross-ups | | ü | Mitigate compensation risks | X | Pay dividends or the equivalent on unearned or unvested equity | | ü | Cap performance-based variable cash and PSU payouts | X | Permit executive officers, employees, or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan | | ü | Retain an independent compensation consultant reporting directly to the independent CC | | | | ü | Require NEOs to maintain meaningful stock ownership | | | | ü | Maintain a clawback policy for performance-based compensation | | |

  35. How We Determine Executive Compensation

    | November 2023 | | December 2023 | | March 2024 | | March 2025 | | April - May 2025 | | CC determined peer companies | | Members of management and the Board, including our Lead Director, engaged in stockholder outreach | | CC considered stockholder feedback and peer companies in determining performance goals and compensation | | CC certified achievement and payouts for Fiscal 2025 Variable Cash Plan, SY PSUs granted in Fiscal 2025 and MY PSUs granted in Fiscal 2023* | | CC oversaw compensation risk assessment; published executive compensation program details in proxy statement |

  36. Roles of the CC, Compensation Consultant, and Management

    Roles of the CC, Compensation Consultant, and Management The roles of (i) our CC; (ii) our independent compensation consultant, Exequity; and (iii) management, including our CEO, CFO, and Human Resources and Legal departments, are summarized below. For our Fiscal 2025 NEO compensation program, 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 did not provide any services directly to NVIDIA (although we paid 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 executive officer, or between Exequity’s individual compensation advisors and an executive officer 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 all NEO compensation decisions, with input from Mr. Huang and Exequity. At the CC’s direction, Exequity and management recommended a peer group for our Fiscal 2025 executive pay program, which the CC approved. Management gathered peer data from the Radford Global Technology Survey, or the Radford Survey, which informed Exequity’s analysis of Mr. Huang’s compensation, and Mr. Huang’s recommendations for other NEOs. The CC considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2025 performance goals that were informed by the Company’s operating plan, before making its final decisions on Fiscal 2025 NEO compensation. The CC certified compensation payouts for performance periods that concluded at the end of Fiscal 2025 under the Variable Cash Plan and for SY PSUs granted in Fiscal 2025 and MY PSUs granted in Fiscal 2023. The CC also oversaw management’s Fiscal 2025 compensation risk analysis. Subsequent to the determination of our Fiscal 2025 executive compensation program, our compensation advisor from Exequity retired. In September 2024, the CC engaged Semler Brossy to act as its independent compensation consultant. After consideration of the factors outlined above, our CC determined that Semler Brossy’s role did not create any conflict of interest.

  37. Peer Companies and Market Compensation Data

    Peer Companies and Market Compensation Data We believe our peers should be companies that compete with us for executive talent, have a similar business complexity and market presence, and are of comparable size, measured by revenue and market capitalization at approximately 0.5-3.5x ours. After consulting with management, and based on Exequity’s recommendation, the CC determined in November 2023 that the existing peer group remained appropriate for Fiscal 2025, with two adjustments: (i) removing Texas Instruments Incorporated due to its revenue and market capitalization falling below our target range, and (ii) adding Meta Platforms, Inc. as a competitor for talent with revenue and market capitalization being within our target range:

  38. Fiscal 2025 Peer Group

    Fiscal 2025 Peer Group

  39. Fiscal 2025 Peer Group

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

  40. Fiscal 2025 Peer Group

    Our CC selected each member of the peer group based on a combination of factors described above. As a result, while some peer companies fell below our targeted size range, the CC determined they were still appropriate due to their established businesses and relevance as competitors for talent. To determine our Fiscal 2025 peer group, the CC reviewed our trailing 12-month revenue (reported through our third quarter results for Fiscal 2024) and market capitalization as of November 2023. They compared these metrics to the 75th percentile, median, and 25th percentile of peer group companies, as follows:

  41. Fiscal 2025 Peer Group

    | | Revenue (in billions) | Market Capitalization (in billions) | | Fiscal 2025 Peer Group 75th Percentile | $53.27 | $329.65 | | Fiscal 2025 Peer Group Median | $35.13 | $207.65 | | Fiscal 2025 Peer Group 25th Percentile | $31.91 | $155.22 | | NVIDIA | $44.87 | $1,074.43 |

  42. Fiscal 2025 Peer Group

    For our NEOs other than our CEO, Mr. Huang reviewed market practices and compensation data from the Radford Survey and peer company proxy data for comparable executives before recommending their Fiscal 2025 compensation. The CC reviewed the same information for peer companies’ CEOs, before determining the components of our executive compensation program, as well as total compensation, for all NEOs. We compared 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 considered the factors below in setting NEO compensation.

  43. Total Target Compensation Approach

    Total Target Compensation Approach In setting Fiscal 2025 compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across multiple 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 at peer companies. For other NEOs, Mr. Huang reviewed their total target pay against similarly situated executives at peer companies where the data was available, considering internal pay equity, individual performance, unvested equity levels, and the increasing complexity of their roles. These factors informed Mr. Huang’s recommendations to the CC. The CC also considered the factors outlined in Factors Used in Determining Executive Compensation and its compensation objectives for Fiscal 2025. Rather than applying a formula or assigning specific weights to each factor, our CC used its judgment and experience to set total target compensation, the mix of cash and equity, and fixed and at-risk pay opportunities for each NEO. When setting pay elements, the CC evaluated them in the context of the levels of the other pay elements and total target pay to ensure alignment with program objectives. The CC established amounts and designed a structure to reward NEOs with above-market value from equity awards and variable cash incentives only upon exceptional corporate performance.

  44. Components of Pay

    | | Fixed Compensation | At-Risk Compensation | | | | | | Base Salary | Variable Cash | SY PSUs | MY PSUs | RSUs (1) | | Form | Cash | Cash | Equity | Equity | Equity | | Who Receives | NEOs | NEOs | NEOs | NEOs | NEOs except our CEO | | Performance Measure | N/A | Revenue (determines cash payout) | Non-GAAP Operating Income (determines number of shares eligible to vest) | TSR relative to the S&P 500 (determines number of shares eligible to vest) | N/A | | Performance Period | N/A | 1 year | 1 year | 3 years | N/A | | Vesting Period | N/A | N/A | 4 years from grant | 3 years from grant | 4 years from grant | | Vesting Terms | N/A | N/A | If at least Threshold achieved, 25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafter | If at least Threshold achieved, 100% on approximately the 3-year anniversary of the grant date | 6.25% vests quarterly from the grant date (2) | | Timeframe Emphasized | Annual | Annual | Long-term | Long-term | Long-term | | Purpose | Compensate for expected day-to-day performance | Reward for annual corporate financial performance | Align with stockholder interests by linking NEO pay to annual operational performance 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 ongoing stock price performance | | Maximum Amount That Can Be Earned | N/A | 200% of target opportunity under our Variable Cash Plan | 150% of Mr. Huang’s SY PSU target opportunity and 200% of our other NEOs’ respective SY PSU target opportunity Ultimate value delivered depends on stock price on date earned 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 |

  45. Components of Pay

    (1) Our CC considers RSUs to be at-risk pay because the realized value depends on our stock price, a financial performance measure. (2) Reflects vesting schedule for annual performance RSU grants. Our NEOs have insurance benefits and are eligible to participate in our ESPP and 401(k) plan on the same basis as our other employees. We also provide limited perquisites to our NEOs from time to time. See Other Compensation and Benefits below for more information.

  46. Pay Mix Considerations

    Pay Mix Considerations For Fiscal 2025, the CC decided that cash compensation would remain constant (other than for Mr. Huang, whose salary and target variable cash had not been adjusted in years) and that the largest portion of NEOs’ total target pay would remain in the form of at-risk equity. The CC believes an emphasis on long-term, at-risk opportunities drives results and increases NEO and stockholder alignment, while providing sufficient annual cash compensation to be competitive and retain our NEOs. PSUs and RSUs provide long-term incentives and retention benefits as PSUs require achieving predetermined performance goals, and both PSUs and RSUs require longer service (3 years for MY PSUs and 4 years for SY PSUs and RSUs) to fully vest. Given Mr. Huang’s position as CEO, the CC determined that 100% of his equity grants should be at-risk and performance-based, to tightly align his interests with stockholders. Consistent with prior years, the CC split his target equity opportunity evenly between SY PSUs (aligned with our annual corporate financial performance) and MY PSUs (aligned with our 3-year relative shareholder return). For other NEOs, the CC adjusted the equity mix to increase the weighting of target MY PSU opportunity to further align NEO and stockholder long-term interests, resulting in 50% of the target equity opportunity granted as RSUs and 50% as PSUs, evenly split between SY and MY PSUs. The CC determined this structure balanced performance over short- and long-time horizons while providing a meaningful amount of time-vesting RSUs as a retention benefit.

  47. Determining Equity Award Amounts

    Determining Equity Award Amounts To determine the actual number of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC divided the value of the target equity they intended to deliver 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. They used this methodology instead of calculating based on the stock price on the grant date to smooth the effects of possible market volatility. The CC understands that using a historical average stock price can cause the ASC 718 grant date value of an award, as required to be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, to be 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 become eligible to vest if the Company achieved Fiscal 2025 Non-GAAP Operating Income at Base Compensation Plan. If the Company achieved Fiscal 2025 Non-GAAP Operating Income at Stretch Compensation Plan or more, the maximum SY PSUs eligible to vest would be capped at 150% of Mr. Huang’s SY PSU target equity opportunity and at 200% for other NEOs. If the Company achieved Fiscal 2025 Non-GAAP Operating Income at Threshold, the minimum SY PSUs eligible to vest would be 50% of each NEO’s SY PSU target equity opportunity. The target number of MY PSUs would become eligible to vest if the Company achieved TSR relative to the S&P 500 from the start of Fiscal 2025 to the end of Fiscal 2027, 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 MY PSUs eligible to vest would be capped at 150% of Mr. Huang’s MY PSU target equity opportunity and at 200% for other NEOs. If the Company achieved 3-Year Relative TSR at Threshold, the minimum MY PSUs eligible to vest would be 25% of each NEO’s MY PSU target equity opportunity. The CC capped the payout for Mr. Huang’s SY PSUs and MY PSUs at 150% of his target equity opportunity instead of 200% that applied to other NEOs because all of his Fiscal 2025 equity compensation was performance-based. With these caps, Mr. Huang would have the same total upside opportunity on his equity awards as the other NEOs, who had 50% of total equity opportunity granted as RSUs that vest based solely on continued service and therefore did not have the same upside opportunity. 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.

  48. Performance Metrics and Goals for Executive Compensation

    Performance Metrics and Goals for Executive Compensation In March 2024, when making decisions regarding Fiscal 2025 executive compensation, the CC intended for performance goals to be rigorous, uncertain, and set at levels that would motivate our NEOs, informed by the Company’s Fiscal 2025 operating plan. As a result, the CC set Base Compensation Plan for Fiscal 2025 revenue and Non-GAAP Operating Income well above our record Fiscal 2024 results, and set respective Fiscal 2025 Threshold goals well above the Fiscal 2024 Stretch Compensation Plan. Fiscal 2025 performance metrics and goals for NEO pay were as set forth below:

  49. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE METRICS | | | | | | Variable Cash Plan | SY PSUs | MY PSUs | | Metric | Revenue | Non-GAAP Operating Income | TSR relative to the S&P 500 | | Timeframe | 1 year | 1 year | 3 years | | CC’s Rationale for Metric | Drives value, contributes to Company’s long-term success Focuses on growth in new and existing markets Distinct, separate metric from Non-GAAP Operating Income | Drives value, contributes to Company’s long-term success Reflects our annual revenue generation and effective operating expense management Distinct, separate 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 |

  50. Performance Metrics and Goals for Executive Compensation

    | PERFORMANCE GOALS | | | | | | | | | Variable Cash Plan | | SY PSUs | | MY PSUs | | | | Fiscal 2025 Revenue | Payout as a % of Target Opportunity (1) | Fiscal 2025 Non-GAAP Operating Income (2) | Shares Eligible to Vest as a % of Target Opportunity (1) | Fiscal 2025 to 2027 3-Year Relative TSR (3) | Shares Eligible to Vest as a % of Target Opportunity (1) | | Threshold | $45.0 billion | 50% | $16.0 billion | 50% | 25th percentile | 25% | | Base Compensation Plan | $90.0 billion | 100% | $56.0 billion | 100% | 50th percentile | 100% | | Stretch Compensation Plan | $110.0 billion | 200% | $72.0 billion | CEO 150% Other NEOs 200% | 75th percentile | CEO 150% Other NEOs 200% |

  51. 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 achievement 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 granted in Fiscal 2025 cover the Fiscal 2025 to Fiscal 2027 performance period. MY PSUs covering the Fiscal 2023 to Fiscal 2025 performance period were granted in Fiscal 2023 and consist of the same performance goal structure and payout opportunities. Each of the performance goal levels as described above were set by the CC with the following objectives: •Threshold was uncertain, but attainable and high enough to create value; represented an appropriately decelerated payout for performance below Base Compensation Plan. •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.

  52. Fiscal 2025 Performance Achievement

    | PERFORMANCE ACHIEVEMENT AND PAYOUTS | | | | | | Variable Cash Plan | SY PSUs | MY PSUs (1) | | Performance Achievement for Period Ended Fiscal 2025 (2) | $130.5 billion revenue | $86.8 billion Non-GAAP Operating Income (3) | 3-year TSR of 384% 100th percentile relative to S&P 500 | | Payout as % of Target Opportunity | 200% | CEO 150% Other NEOs 200% (4) | CEO 150% Other NEOs 200% (5) |

  53. Fiscal 2025 Performance Achievement

    (1)Represents performance achievement and payout of MY PSUs granted in Fiscal 2023, with a performance period measured from the start of Fiscal 2023 to the end of Fiscal 2025. (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. 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 PSUs vested on March 19, 2025, 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 19, 2025. Achievement of goals for MY PSUs granted during Fiscal 2024 and Fiscal 2025 will be determined after the applicable performance periods conclude in January 2026 and January 2027, respectively.

  54. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    Fiscal 2025 Target Compensation Actions and Performance-Based Payouts The CC’s target Fiscal 2025 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 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 Fiscal 2025 Compensation Actions and Achievements - Setting Executive Compensation Values above. The target equity opportunities presented in the tables below reflect the number of shares underlying each NEO’s equity awards granted in Fiscal 2025, calculated by assuming achievement at Base Compensation Plan for PSUs, and multiplying by the 30-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. These values differ from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which, in accordance with SEC rules, reflect the ASC 718 grant date fair value of each NEO’s equity awards 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.

  55. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    | Jen-Hsun Huang President & CEO | Target Pay ($) | Fiscal 2025 Compensation Actions | Fiscal 2025 Performance-Based Payouts | | Base Salary | 1,500,000 | Up $0.5 million, or 50%, from Fiscal 2024 | | | Variable Cash | 3,000,000 | Up $1 million, or 50%, from Fiscal 2024 target; variable cash target as a percentage of base salary remained at 200% | Fiscal 2025 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($6,000,000) | | Cash | 4,500,000 | Up $1.5 million, or 50%, from Fiscal 2024 target | | | SY PSUs | 13,750,000 | Up $2.8 million, or 25%, from Fiscal 2024 target, resulting in190,900 shares target opportunity granted in Fiscal 2025 | Fiscal 2025 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 150% of target opportunity (286,350 shares) becoming eligible to vest | | MY PSUs | 13,750,000 | Up $2.8 million, or 25%, from Fiscal 2024 target, resulting in190,900 shares target opportunity granted in Fiscal 2025 | Fiscal 2023 to Fiscal 2025 3-Year Relative TSR for MY PSUs granted in Fiscal 2023 achieved at Stretch Compensation Plan level, resulting in 150% of target opportunity (670,130 shares) becoming eligible to vest | | Equity | 27,500,000 | Up $5.5 million, or 25%, from Fiscal 2024 target | | | TOTAL | 32,000,000 | Up $7.0 million, or 28%, from Fiscal 2024 target | |

  56. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    | Colette M. Kress EVP & CFO | Target Pay ($) | Fiscal 2025 Compensation Actions | Fiscal 2025 Performance-Based Payouts | | Base Salary | 900,000 | Flat with Fiscal 2024 | | | Variable Cash | 300,000 | Flat with Fiscal 2024 | Fiscal 2025 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout Variable Cash Plan ($600,000) | | Cash | 1,200,000 | Flat with Fiscal 2024 | | | SY PSUs | 3,450,000 | Down $2.5 million, or 42%, from Fiscal 2024 target, resulting in 47,890 shares target opportunity granted in Fiscal 2025 | Fiscal 2025 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity (95,780 shares) becoming eligible to vest | | MY PSUs | 3,450,000 | Up $2.9 million, or 539%, from Fiscal 2024 target, resulting in 47,890 shares target opportunity granted in Fiscal 2025 | Fiscal 2023 to Fiscal 2025 3-Year Relative TSR for MY PSUs granted in Fiscal 2023 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (43,860 shares) becoming eligible to vest | | RSUs | 6,900,000 | Up $2.6 million, or 60%, from Fiscal 2024, resulting in 95,790 shares granted in Fiscal 2025 | | | Equity | 13,800,000 | Up $3.0 million, or 28%, from Fiscal 2024 target | | | TOTAL | 15,000,000 | Up $3.0 million, or 25%, from Fiscal 2024 target | |

  57. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    | Ajay K. Puri EVP, Worldwide Field Operations | Target Pay ($) | Fiscal 2025 Compensation Actions | Fiscal 2025 Performance-Based Payouts | | Base Salary | 950,000 | Flat with Fiscal 2024 | | | Variable Cash | 650,000 | Flat with Fiscal 2024 | Fiscal 2025 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($1,300,000) | | Cash | 1,600,000 | Flat with Fiscal 2024 | | | SY PSUs | 3,350,000 | Down $2.4 million, or 41%, from Fiscal 2024 target, resulting in 46,510 shares target opportunity granted in Fiscal 2025 | Fiscal 2025 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity (93,020 shares) becoming eligible to vest | | MY PSUs | 3,350,000 | Up $2.8 million, or 544%, from Fiscal 2024 target, resulting in 46,510 shares target opportunity granted in Fiscal 2025 | Fiscal 2023 to Fiscal 2025 3-Year Relative TSR for MY PSUs granted in Fiscal 2023 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (42,220 shares) becoming eligible to vest | | RSUs | 6,700,000 | Up $2.5 million, or 61%, from Fiscal 2024, resulting in 93,020 shares granted in Fiscal 2025 | | | Equity | 13,400,000 | Up $3.0 million, or 29%, from Fiscal 2024 target | | | TOTAL | 15,000,000 | Up $3.0 million, or 25%, from Fiscal 2024 target | |

  58. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    | Debora Shoquist EVP, Operations | Target Pay ($) | Fiscal 2025 Compensation Actions | Fiscal 2025 Performance-Based Payouts | | Base Salary | 850,000 | Flat with Fiscal 2024 | | | Variable Cash | 250,000 | Flat with Fiscal 2024 | Fiscal 2025 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($500,000) | | Cash | 1,100,000 | Flat with Fiscal 2024 | | | SY PSUs | 3,100,000 | Down $1.8 million, or 37%, from Fiscal 2024 target, resulting in 43,040 shares target opportunity granted in Fiscal 2025 | Fiscal 2025 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity (86,080 shares) becoming eligible to vest | | MY PSUs | 3,100,000 | Up $2.7 million, or 597%, from Fiscal 2024 target, resulting in 43,040 shares target opportunity granted in Fiscal 2025 | Fiscal 2023 to Fiscal 2025 3-Year Relative TSR for MY PSUs granted in Fiscal 2023 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (36,140 shares) becoming eligible to vest | | RSUs | 6,200,000 | Up $2.6 million, or 74%, from Fiscal 2024, resulting in 86,080 shares granted in Fiscal 2025 | | | Equity | 12,400,000 | Up $3.5 million, or 39%, from Fiscal 2024 target | | | TOTAL | 13,500,000 | Up $3.5 million, or 35%, from Fiscal 2024 target | |

  59. Fiscal 2025 Target Compensation Actions and Performance-Based Payouts

    | Timothy S. Teter EVP, General Counsel & Secretary | Target Pay ($) | Fiscal 2025 Compensation Actions | Fiscal 2025 Performance-Based Payouts | | Base Salary | 850,000 | Flat with Fiscal 2024 | | | Variable Cash | 250,000 | Flat with Fiscal 2024 | Fiscal 2025 revenue exceeded Stretch Compensation Plan goal, resulting in 200% payout under Variable Cash Plan ($500,000) | | Cash | 1,100,000 | Flat with Fiscal 2024 | | | SY PSUs | 3,100,000 | Down $1.8 million, or 37%, from Fiscal 2024 target, resulting in 43,040 shares target opportunity granted in Fiscal 2025 | Fiscal 2025 Non-GAAP Operating Income exceeded Stretch Compensation Plan goal, resulting in 200% of target opportunity (86,080 shares) becoming eligible to vest | | MY PSUs | 3,100,000 | Up $2.7 million, or 597%, from Fiscal 2024 target, resulting in 43,040 shares target opportunity granted in Fiscal 2025 | Fiscal 2023 to Fiscal 2025 3-Year Relative TSR for MY PSUs granted in Fiscal 2023 achieved at Stretch Compensation Plan level, resulting in 200% of target opportunity (36,140 shares) becoming eligible to vest | | RSUs | 6,200,000 | Up $2.6 million, or 74%, from Fiscal 2024, resulting in 86,080 shares granted in Fiscal 2025 | | | Equity | 12,400,000 | Up $3.5 million, or 39%, from Fiscal 2024 target | | | TOTAL | 13,500,000 | Up $3.5 million, or 35%, from Fiscal 2024 target | |

  60. Equity Grant Timing Practices

    Equity Grant Timing Practices The CC approves all equity award grants to our executive officers on or before the grant date. Typically, the CC completes its annual executive compensation review, sets performance goals and target compensation, and grants equity awards in March. This process is described in How We Determine Executive Compensation above. On occasion, the CC may grant equity awards outside of our annual cycle for new hires, promotions, recognition, retention or other purposes. While the CC has discretionary authority to approve such awards, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information. In Fiscal 2025, we did not time the release of material non-public information in coordination with equity award grants in a manner that intentionally benefits the value of our executive compensation.

  61. Risk Analysis of Our Compensation Plans

    | ü | Our compensation program encourages our employees to remain focused on both our short-term and long-term goals, 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 various corporate performance targets to balance upside opportunity and downside risk, 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 and 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 |

  62. Summary Compensation Table for Fiscal 2025, 2024, and 2023

    Summary Compensation Table for Fiscal 2025, 2024, and 2023 The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2025, 2024, and 2023. Fiscal 2025, 2024, and 2023 were 52-week years.

  63. Summary Compensation Table for Fiscal 2025, 2024, and 2023

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jen-Hsun Huang | 2025 | 1,486,199 | 38,811,306 | 6,000,000 | 3,568,746(3) | 49,866,251 | | President and CEO | 2024 | 996,514 | 26,676,415 | 4,000,000 | 2,494,973 | 34,167,902 | | | 2023 | 996,832 | 19,666,382 | — | 693,710 | 21,356,924 | | Colette M. Kress | 2025 | 893,739 | 19,849,891 | 600,000 | 18,902(4) | 21,362,532 | | EVP and CFO | 2024 | 896,863 | 11,756,027 | 600,000 | 13,902 | 13,266,792 | | | 2023 | 897,149 | 10,004,677 | — | 15,402 | 10,917,228 | | Ajay K. Puri | 2025 | 943,391 | 19,277,046 | 1,300,000 | 70,460(4) | 21,590,897 | | EVP, Worldwide Field Operations | 2024 | 946,689 | 11,320,353 | 1,300,000 | 48,408 | 13,615,450 | | | 2023 | 946,990 | 9,633,991 | — | 46,717 | 10,627,698 | | Debora Shoquist | 2025 | 844,087 | 17,838,832 | 500,000 | 34,984(4) | 19,217,903 | | EVP, Operations | 2024 | 847,037 | 9,687,599 | 500,000 | 24,229 | 11,058,865 | | | 2023 | 847,307 | 8,244,465 | — | 23,478 | 9,115,250 | | Timothy S. Teter | 2025 | 844,087 | 17,838,832 | 500,000 | 18,902(4) | 19,201,821 | | EVP, General Counsel and Secretary | 2024 | 847,037 | 9,687,599 | 500,000 | 13,902 | 11,048,538 | | | 2023 | 847,307 | 8,244,465 | — | 15,402 | 9,107,174 |

  64. Summary Compensation Table for Fiscal 2025, 2024, and 2023

    (1)Amounts shown 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 3 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. The reported grant date fair value stock awards with performance-based vesting conditions 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 2025, 2024, and 2023, and a stock price equal to the grant date fair value of the SY PSUs and MY PSUs, the value of stock awards granted would be:

  65. Summary Compensation Table for Fiscal 2025, 2024, and 2023

    | | 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 ($) | MY PSU ($) | | 2025 | 25,046,748 | 33,170,211 | 8,377,781 | 14,564,690 | 8,136,366 | 14,144,993 | 7,529,332 | 13,089,669 | 7,529,332 | 13,089,669 | | 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 |

  66. Summary Compensation Table for Fiscal 2025, 2024, and 2023

    (2)As applicable, reflects amounts earned in Fiscal 2025, 2024, and 2023 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 and driver services (in the amount of $3,453,253, reflecting the full cost to the Company), security monitoring services, and car expenses, (b) a $13,042 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 2025, the match of 401(k) contributions was $14,000 for Ms. Kress, $11,500 for Mr. Puri, $11,500 for Ms. Shoquist, and $14,000 for Mr. Teter; and the dollar values of life insurance premiums were $4,902 for Ms. Kress, $58,960 for Mr. Puri, $23,484 for Ms. Shoquist, and $4,902 for Mr. Teter.

  67. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table provides information regarding all grants of plan-based awards that were made to or earned by our NEOs during Fiscal 2025. The information in this table supplements the dollar value of stock awards set forth in the Summary Compensation Table for Fiscal 2025, 2024, and 2023. The PSU and RSU awards set forth in the following table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. All equity awards listed are subject to service-based vesting.

  68. Grants of Plan-Based Awards for Fiscal 2025

    | Name | | Grant 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 | 3/8/24 | | — | | 95,450 | 190,900 | 286,350 | — | 16,697,832 | | | MY PSU | 3/8/24 | | — | | 47,720 | 190,900 | 286,350 | — | 22,113,474 | | | Variable Cash Plan | 3/8/24 | 1,500,000 | 3,000,000 | 6,000,000 | | — | | — | — | | Colette M. Kress | SY PSU | 3/8/24 | | — | | 23,940 | 47,890 | 95,780 | — | 4,188,890 | | | MY PSU | 3/8/24 | | — | | 11,970 | 47,890 | 95,780 | — | 7,282,345 | | | RSU | 3/8/24 | | — | | | — | | 95,790 | 8,378,656 | | | Variable Cash Plan | 3/8/24 | 150,000 | 300,000 | 600,000 | | — | | — | — | | Ajay K. Puri | SY PSU | 3/8/24 | | — | | 23,250 | 46,510 | 93,020 | — | 4,068,183 | | | MY PSU | 3/8/24 | | — | | 11,620 | 46,510 | 93,020 | — | 7,072,497 | | | RSU | 3/8/24 | | — | | | — | | 93,020 | 8,136,366 | | | Variable Cash Plan | 3/8/24 | 325,000 | 650,000 | 1,300,000 | | — | | — | — | | Debora Shoquist | SY PSU | 3/8/24 | | — | | 21,520 | 43,040 | 86,080 | — | 3,764,666 | | | MY PSU | 3/8/24 | | — | | 10,760 | 43,040 | 86,080 | — | 6,544,835 | | | RSU | 3/8/24 | | — | | | — | | 86,080 | 7,529,332 | | | Variable Cash Plan | 3/8/24 | 125,000 | 250,000 | 500,000 | | — | | — | — | | Timothy S. Teter | SY PSU | 3/8/24 | | — | | 21,520 | 43,040 | 86,080 | — | 3,764,666 | | | MY PSU | 3/8/24 | | — | | 10,760 | 43,040 | 86,080 | — | 6,544,835 | | | RSU | 3/8/24 | | — | | | — | | 86,080 | 7,529,332 | | | Variable Cash Plan | 3/8/24 | 125,000 | 250,000 | 500,000 | | — | | — | — |

  69. Grants of Plan-Based Awards for Fiscal 2025

    (1)Represents range of awards payable under our Fiscal 2025 Variable Cash Plan. (2)Represents range of shares eligible to be earned with respect to PSUs. (3)Represents RSUs granted. (4)Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with ASC 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under Note 3 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.

  70. Outstanding Equity Awards as of January 26, 2025

    Outstanding Equity Awards as of January 26, 2025 The following table presents information regarding outstanding equity awards held by our NEOs as of January 26, 2025.

  71. Outstanding Equity Awards as of January 26, 2025

    | 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 | 65,700(2) | 9,370,134 | — | — | | | 670,130(3) | 95,573,941 | — | — | | | 568,030(4) | 81,012,439 | — | — | | | 286,350(5) | 40,839,237 | — | — | | | — | — | 757,360(6) | 108,014,683 | | | — | — | 286,350(7) | 40,839,237 | | Colette M. Kress | 42,400(2) | 6,047,088 | — | — | | | 15,440(8) | 2,202,053 | — | — | | | 43,860(3) | 6,255,313 | — | — | | | 54,830(9) | 7,819,855 | — | — | | | 383,420(4) | 54,683,360 | — | — | | | 111,540(10) | 15,907,835 | — | — | | | 95,780(5) | 13,660,144 | — | — | | | 77,830(11) | 11,100,115 | — | — | | | — | — | 49,560(6) | 7,068,247 | | | — | — | 95,780(7) | 13,660,144 | | Ajay K. Puri | 40,480(2) | 5,773,258 | — | — | | | 14,720(8) | 2,099,366 | — | — | | | 42,220(3) | 6,021,416 | — | — | | | 52,800(9) | 7,530,336 | — | — | | | 369,210(4) | 52,656,730 | — | — | | | 107,410(10) | 15,318,814 | — | — | | | 93,020(5) | 13,266,512 | — | — | | | 75,580(11) | 10,779,220 | — | — | | | — | — | 47,720(6) | 6,805,826 | | | — | — | 93,020(7) | 13,266,512 | | Debora Shoquist | 33,280(2) | 4,746,394 | — | — | | | 12,080(8) | 1,722,850 | — | — | | | 36,140(3) | 5,154,287 | — | — | | | 45,190(9) | 6,444,998 | — | — | | | 315,960(4) | 45,062,215 | — | — | | | 91,920(10) | 13,109,630 | — | — | | | 86,080(5) | 12,276,730 | — | — | | | 69,940(11) | 9,974,843 | — | — | | | — | — | 40,840(6) | 5,824,601 | | | — | — | 86,080(7) | 12,276,730 | | Timothy S. Teter | 33,280(2) | 4,746,394 | — | — | | | 12,080(8) | 1,722,850 | — | — | | | 36,140(3) | 5,154,287 | — | — | | | 45,190(9) | 6,444,998 | — | — | | | 315,960(4) | 45,062,215 | — | — | | | 91,920(10) | 13,109,630 | — | — | | | 86,080(5) | 12,276,730 | — | — | | | 69,940(11) | 9,974,843 | — | — | | | — | — | 40,840(6) | 5,824,601 | | | — | — | 86,080(7) | 12,276,730 |

  72. Outstanding Equity Awards as of January 26, 2025

    (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 ($142.62) of NVIDIA’s common stock on January 24, 2025, the last trading day before the end of our Fiscal 2025, as reported by Nasdaq. (2)The PSU was earned based on achievement of a performance goal for the 1-year period that ended on January 30, 2022. 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 was fully vested on March 19, 2025. (3)The PSU was earned based on achievement of a performance goal for the 3-year period that ended on January 26, 2025. The PSU vested as to 100% of the shares on March 19, 2025. (4)The PSU was earned based on achievement of a performance goal for the 1-year period that ended on January 28, 2024. 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. (5)The PSU was earned based on achievement of a performance goal for the 1-year period that ended on January 26, 2025. The PSU vested as to 25% of the shares on March 19, 2025, 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 15, 2028. (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 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, 126,220 shares will be earned by Mr. Huang, 6,190 shares will be earned by Ms. Kress, 5,960 shares will be earned by Mr. Puri, 5,100 shares will be earned by Ms. Shoquist, and 5,100 shares will be earned by Mr. Teter. If the Base Compensation Plan performance goal is achieved, 504,910 shares will be earned by Mr. Huang, 24,780 shares will be earned by Ms. Kress, 23,860 shares will be earned by Mr. Puri, 20,420 shares will be earned by Ms. Shoquist, and 20,420 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 29, 2024 through January 31, 2027. If the performance goal is achieved, 100% of the shares earned will vest on March 17, 2027. If the Threshold performance goal is achieved, 47,720 shares will be earned by Mr. Huang, 11,970 shares will be earned by Ms. Kress, 11,620 shares will be earned by Mr. Puri, 10,760 shares will be earned by Ms. Shoquist, and 10,760 shares will be earned by Mr. Teter. If the Base Compensation Plan performance goal is achieved, 190,900 shares will be earned by Mr. Huang, 47,890 shares will be earned by Ms. Kress, 46,510 shares will be earned by Mr. Puri, 43,040 shares will be earned by Ms. Shoquist, and 43,040 shares will be earned by Mr. Teter. (8)The RSU vested as to 6.25% on June 16, 2021, and approximately every three months thereafter, such that the shares were fully vested on March 19, 2025, the approximate four year anniversary of the grant date. (9)The RSU vested as to 6.25% on June 15, 2022, and approximately every three months thereafter, such that the shares will become fully vested on March 18, 2026, the approximate four year anniversary of the grant date. (10)The RSU vested as to 6.25% on June 21, 2023, and approximately every three months thereafter, such that the shares will become fully vested on March 17, 2027, the approximate four year anniversary of the grant date. (11)The RSU vested as to 6.25% on June 19, 2024, and approximately every three months thereafter, such that the shares will become fully vested on March 15, 2028, the approximate four year anniversary of the grant date.

  73. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table shows information regarding stock acquired upon vesting for our NEOs during Fiscal 2025. We have not had any stock options outstanding since the end of Fiscal 2024.

  74. Option Exercises and Stock Vested in Fiscal 2025

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Jen-Hsun Huang | 1,900,210(3) | 186,549,758 | | Colette M. Kress | 801,170(4) | 87,336,800 | | Ajay K. Puri | 766,930(5) | 83,641,559 | | Debora Shoquist | 654,150(6) | 71,209,632 | | Timothy S. Teter | 625,110(7) | 68,585,229 |

  75. Option Exercises and Stock Vested in Fiscal 2025

    (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 940,490 shares that were withheld to pay taxes due upon vesting. (4)Includes an aggregate of 404,167 shares that were withheld to pay taxes due upon vesting. (5)Includes an aggregate of 378,633 shares that were withheld to pay taxes due upon vesting. (6)Includes an aggregate of 344,310 shares that were withheld to pay taxes due upon vesting. (7)Includes an aggregate of 335,826 shares that were withheld to pay taxes due upon vesting.

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

    Potential Payments Upon Termination or Change-in-Control Upon a change-in-control or certain other corporate transactions of NVIDIA, unvested RSUs, and PSUs will fully vest in some cases as described above under Employment, Severance, and Change-in-Control Arrangements—Change-in-Control Arrangements. The table below shows our estimates of the amount of the benefit each of our NEOs would have received if the unvested RSUs and PSUs held by them as of January 26, 2025 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 ($142.62) of NVIDIA’s common stock on January 24, 2025, the last trading day before the end of our Fiscal 2025, as reported by Nasdaq.

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

    | Name | Unvested RSUs and PSUs at January 26, 2025 (#) (1) | Total Estimated Benefit ($) (1) | | Jen-Hsun Huang | 1,967,190 | 280,560,638 | | Colette M. Kress | 827,950 | 118,082,229 | | Ajay K. Puri | 798,190 | 113,837,858 | | Debora Shoquist | 692,940 | 98,827,103 | | Timothy S. Teter | 692,940 | 98,827,103 |

  78. 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 2025 and with respect to MY PSUs granted in Fiscal 2023, Fiscal 2024, and Fiscal 2025, in accordance with SEC rules. The two tables below reflect the actual numbers of the SY PSUs granted in Fiscal 2025 and MY PSUs granted in Fiscal 2023 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 2025. 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 ($142.62) of NVIDIA’s common stock on January 24, 2025, the last trading day before the end of our Fiscal 2025, as reported by Nasdaq. SY PSUs granted in Fiscal 2025 - Actual Achievement (versus Base Compensation Plan Performance)

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

    | Name | Estimated SY PSUs Granted in Fiscal 2025 at Base Compensation Plan Performance (#) | Value of Estimated SY PSUs Granted in Fiscal 2025 at Base Compensation Plan Performance ($) | Actual SY PSUs Granted in Fiscal 2025 Eligible to Vest (#) | Value of Actual SY PSUs Granted in Fiscal 2025 Eligible to Vest ($) | | Jen-Hsun Huang | 190,900 | 27,226,158 | 286,350 | 40,839,237 | | Colette M. Kress | 47,890 | 6,830,072 | 95,780 | 13,660,144 | | Ajay K. Puri | 46,510 | 6,633,256 | 93,020 | 13,266,512 | | Debora Shoquist | 43,040 | 6,138,365 | 86,080 | 12,276,730 | | Timothy S. Teter | 43,040 | 6,138,365 | 86,080 | 12,276,730 |

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

    MY PSUs granted in Fiscal 2023 - Actual Achievement (versus Base Compensation Plan Performance)

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

    | Name | Estimated MY PSUs Granted in Fiscal 2023 at Base Compensation Plan Performance (#) | Value of Estimated MY PSUs Granted in Fiscal 2023 at Base Compensation Plan Performance ($) | Actual MY PSUs Granted in Fiscal 2023 Eligible to Vest (#) | Value of Actual MY PSUs Granted in Fiscal 2023 Eligible to Vest ($) | | Jen-Hsun Huang | 446,750 | 63,715,485 | 670,130 | 95,573,941 | | Colette M. Kress | 21,930 | 3,127,657 | 43,860 | 6,255,313 | | Ajay K. Puri | 21,110 | 3,010,708 | 42,220 | 6,021,416 | | Debora Shoquist | 18,070 | 2,577,143 | 36,140 | 5,154,287 | | Timothy S. Teter | 18,070 | 2,577,143 | 36,140 | 5,154,287 |

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

    The actual number of MY PSUs granted in Fiscal 2024 and Fiscal 2025 that will become eligible to vest will be determinable after January 25, 2026 and January 31, 2027, respectively, the ending dates of the applicable three-year measurement period for MY PSUs.

  83. 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. Because there have been no changes to our employee population or employee compensation arrangements since the end of Fiscal 2024 that would significantly impact our pay ratio disclosure for Fiscal 2025, we used the median employee from our Fiscal 2024 pay ratio calculation in our Fiscal 2025 pay ratio calculation. We determined our Fiscal 2024 median employee 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. Our median employee’s total compensation for Fiscal 2025 was $301,233. Our CEO’s Fiscal 2025 total compensation was $49,866,251. Therefore, our Fiscal 2025 CEO to median employee pay ratio was 166:1. This pay ratio represents a reasonable estimate of the relationship between the compensation of our CEO and that of our median employee for Fiscal 2025, 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.

  84. 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 2025 included annual revenue, annual Non-GAAP Operating Income, 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 2021-2025. Fiscal 2022-2025 were 52-week years. Fiscal 2021 was a 53-week year.

  85. 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) | | 2025 | 49,866,251 | 344,188,027 | 20,343,288 | 125,583,913 | 2,287.07 | 238.19 | 72,880 | 86,789 | | 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 |

  86. Pay Versus Performance

    (1) For Fiscal 2021-2025, 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 2025 were as follows: