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Table of Contents
Primary Compensation Elements for Fiscal 2015
The primary elements of NVIDIA’s fiscal 2015 executive compensation program are described below:
In addition to the above key elements of our NEOs’
compensation, we maintain medical, vision, dental and accidental death and disability
insurance as well as time off and paid holidays for all of our employees (including our NEOs on the same basis as our other employees). All of
our full-
time employees (including our NEOs) are eligible to participate in our Employee Stock Purchase Plan and our 401(k) plan. We have a
Company match under our 401(k) plan. In calendar 2014, we matched, on a dollar-for-dollar basis, each participant’
s salary deferral
contributions to the 401(k) plan, up to a maximum of $1,500, provided the participant was an employee on December 31, 2014. Each of our
NEOs received a $1,500 match in Fiscal 2015 (except for Mr. Huang, who did not participate in our 401(k) plan).
27
Cash Equity
Base Salary Variable Cash Compensation PSUs RSUs
Who Receives All NEOs All NEOs All NEOs All NEOs except CEO
When Granted or
Reviewed Annually in Q1, made
retroactive to beginning of
fiscal year
Annually in Q1, paid in April of
next fiscal year if earned Reviewed annually in Q1, granted on the
third Wednesday in March Reviewed annually in Q1 and Q3, granted
on the third Wednesdays in March and
September, respectively
Performance Period N/A Annual Annual, with multi-year vesting Multi-year vesting
Performance Measure N/A Non-GAAP Operating Income
achievement Number of shares eligible to vest is
formulaic based on annual Non-GAAP
Operating Income achievement
N/A
Type of Performance Short-term emphasis Short-term emphasis Long-term emphasis because of 4 year
vesting schedule Long-term emphasis because of 4 year
vesting schedule
Maximum Amount that
can be Earned N/A 200% of target variable cash
compensation For our CEO, 150% of his target PSU
amount
For our other NEOs, 200% of his or her
target PSU amount
Ultimate value delivered depends on
stock price on date shares vest
100% of initial grant
Ultimate value delivered depends on stock
price on date shares vest
Vesting N/A N/A If performance threshold achieved, 25%
on the one year anniversary of the date of
grant; 12.5% every six months thereafter
25% on the one year anniversary of the
date of grant; 12.5% every six months
thereafter