NVIDIA 2014 Annual Report Download - page 34

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Table of Contents
Important Features of our Compensation Program
Below are important elements of our compensation program we have adopted, and problematic pay practices that we avoid:
26
What We Do What We Don’t Do
4
4 4
4
Heavily weight our NEO compensation toward “at-risk” performance-
based compensation, consisting of equity awards and variable cash
compensation
5
5 5
5
Have employment contracts or severance agreements providing for a
specific term of employment or severance benefits with any of our
executive officers
4
4 4
4
Use multi-year vesting terms for all executive officer equity awards
5
5 5
5
Provide change-in-control benefits to our executive officers
4
4 4
4
Engage with our stockholders and corporate governance groups to
discuss our executive compensation programs, carefully consider their
input and make changes to our pay practices based on their feedback
5
5 5
5
Provide for automatic equity vesting upon a change-in-control except
for the provisions in our equity plans that are applicable to all of our
employees if an acquiring company does not assume or substitute our
outstanding stock awards
4
4 4
4
Structure our executive compensation programs to minimize
inappropriate risk-taking
5
5 5
5
Provide tax gross-ups
4
4 4
4
Cap PSUs and incentive award levels under the annual Variable Cash
Plan
5
5 5
5
Offer our executive officers any supplemental retirement benefits or
perquisites that are not available to all NVIDIA employees
4
4 4
4
Rigorously administer our compensation program, including review of
peer group practices, advice by an independent compensation
consultant reporting directly to our CC, and long-standing,
consistently-applied practices regarding the timing of equity grants
5
5 5
5
Allow for the repricing of stock options without stockholder approval
4
4 4
4
Have meaningful stock ownership guidelines for our executive officers
5
5 5
5
Use discretion in performance incentive award determination
4
4 4
4
Enforce a “no-hedging” policy and a “no-pledging” policy that does
not allow our executive officers to hedge the economic interest in the
NVIDIA shares they hold or pledge NVIDIA shares as collateral
4
4 4
4
Maintain a “clawback” policy for the recovery of performance-based
cash and equity compensation in the event of a financial restatement
that does not require individual misconduct to be enforced against our
executive officers
4
4 4
4
Review the external marketplace and make internal comparisons
among the executive officers when making compensation
determinations
4
4 4
4
Have three or more independent non-employee directors serve on the
CC, which engages an independent consultant to provide advice and
counsel on market trends, executive pay practices and regulatory
developments