NVIDIA 2014 Annual Report Download - page 45

Table of Contents
David M. Shannon - Executive Vice President, Chief Administrative Officer and Secretary
__________
Debora Shoquist - Executive Vice President, Operations
__________
36
Fiscal 2014
Pay ($) Fiscal 2015 Pay ($) Change Market Position of Fiscal
2015 Pay
Target Cash Compensation
1,000,000
1,000,000
(1)
no change
> 90th
Base Salary
500,000
800,000
Target Variable Cash Compensation
500,000
200,000
(2)
Target Equity Compensation
(3)
1,049,130
1,348,630
(4)
up 29%
65th
Target Total Compensation
2,049,130
2,348,630
up 15%
75th
(5)
(1)
Target variable cash compensation was reduced by 60% (as compared to 50% for Mr. Puri and Mses. Kress and Shoquist) based on the subjective decision
of the CC. Base salary was increased to provide an appropriate level of fixed pay for retention and security in light of increased “at-risk”
total
compensation, and chosen based on internal pay equity with other NEOs, individual performance and responsibilities as head of human resources, legal and
intellectual property licensing.
(2)
Represents cash payable upon achievement of Target performance under our Variable Cash Plan. Based on our Non-
GAAP Operating Income achievement
at Maximum performance, Mr. Shannon earned a maximum award of $400,000.
(3)
Based on the target aggregate fair value of equity awards at the time of CC approval.
(4)
Target equity opportunity was $1.3 million (84,000 shares), set based on market data, overall CC objectives and internal pay equity. 31% of target shares
(or 26,000 shares) were allocated to RSUs and 69% of target shares (or 58,000 shares) were allocated to PSUs (where 14,500 shares were eligible to vest
upon Threshold performance and 116,000 shares were eligible to vest upon Maximum performance). Based on our Non-
GAAP Operating Income
achievement at Maximum performance, 200% of the target PSUs (or 116,000 shares) became eligible to vest over a four year period beginning on the date
of grant (with 25% vesting on March 18, 2015).
(5)
Market position of target total compensation was at approximately the 75th percentile among peer general counsels which the CC determined to be
appropriate based on Mr. Shannon’
s broader scope of responsibilities as compared to executive officers at peer companies, individual performance and
internal pay equity with other NEOs.
Fiscal 2014
Pay ($) Fiscal 2015 Pay ($) Change Market Position of Fiscal
2015 Pay
Target Cash Compensation
800,000
850,000
(1)
up 6%
75th
Base Salary
500,000
700,000
Target Variable Cash Compensation
300,000
150,000
(2)
Target Equity Compensation
(3)
908,952
1,409,185
(4)
up 55%
75th
Target Total Compensation
1,708,952
2,259,185
up 32%
> 75th
(5)
(1)
Target variable cash compensation was reduced by 50% (similar to Ms. Kress and Mr. Puri) and base salary was increased to provide an appropriate level of
fixed pay for retention and security in light of increased “at-risk” total compensation. Base salary amount was increased as a result of Ms. Shoquist’
s
increasing responsibilities, as well as internal pay equity and individual performance.
(2)
Represents cash payable upon achievement of Target performance under our Variable Cash Plan. Based on our Non-
GAAP Operating Income achievement
at Maximum performance, Ms. Shoquist earned a maximum award of $300,000.
(3)
Based on the target aggregate fair value of equity awards at the time of CC approval.
(4)
Target equity opportunity was $1.4 million (87,000 shares), set based on Ms. Shoquist’
s increasing responsibilities, market data, overall CC objectives and
internal pay equity. 40% of target shares (or 35,000 shares) were allocated to RSUs and 60% of target shares (or 52,000 shares) were allocated to PSUs
(where 13,000 shares were eligible to vest upon Threshold performance and 104,000 shares were eligible to vest upon Maximum performance). Based on
our Non-
GAAP Operating Income achievement at Maximum performance, 200% of the target PSUs (or 104,000 shares) became eligible to vest over a four
year period beginning on the date of grant (with 25% vesting on March 18, 2015).
(5)
Market position of target total compensation was slightly above 75th percentile among peer operations executives which the CC determined to be
appropriate based on Ms. Shoquist’s expanding responsibilities, impact on Company results and internal pay equity with other NEOs.