NVIDIA 2013 Annual Report Download - page 31

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Director Qualifications
The NCGC is responsible for reviewing, assessing and recommending nominees to the Board for approval. The NCGC
has not established specific minimum age, education, experience or skill requirements for potential members. In general,
the NCGC considers numerous factors, such as the nominee’s: independence; gender; ethnic background; personal and
professional judgment and integrity; high-level management experience necessary to oversee our business; professional
and industry knowledge; collegiality; financial expertise; desirability as a member of any committees of the Board;
willingness and ability to devote substantial time and effort to Board responsibilities; experience and the interplay with the
experience of other Board members; ability to represent the interests of the stockholders as a whole rather than special
interest groups or constituencies; and all relationships between the proposed nominee and any of our stockholders,
competitors, customers, suppliers or other persons with a relationship to NVIDIA. In determining whether to recommend
a director for re-election, the NCGC also reviews this director’s overall service to NVIDIA, including the director’s past
attendance at Board and committee meetings and participation in and contributions to the activities of the Board. The NCGC
values diversity as a factor in selecting nominees to serve on the Board and considers the criteria noted above in selecting
nominees for directors, including members from diverse backgrounds who combine a broad spectrum of experience and
expertise.
The priorities and emphasis of the NCGC and of the Board with regard to the above factors change from time to time
to take into account changes in our business and other trends, as well as the portfolio of skills and experience of current and
prospective Board members. The NCGC and the Board periodically review and assess the continued relevance of and
emphasis on these factors to determine if they are effective in helping to satisfy the Board’s goal of creating and sustaining
a Board that can appropriately support and oversee our business.
Listed below are key skills and experience that the NCGC and Board consider important for our directors to have in
light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications
and skills relative to this list as of the date of this proxy statement.
• Senior Management and Operating Experience. Directors who have served in senior leadership positions bring
insight to constructively review and assess our operating plan and business strategy.
• Industry and Technical Expertise. Because we are a technology, hardware and software provider, education or
experience in relevant technology is useful in understanding our research and development efforts, competing
technologies, the various products and processes that we develop and the markets in which we compete.
• Financial Expertise. Knowledge of accounting and financial reporting processes is important because it assists
our directors in understanding, advising and overseeing our financial reporting and internal controls.
• Public Company Board Experience. Directors who have served on boards of directors of other public companies
have corporate governance experience, a deep understanding of the role and responsibilities of the Board and
insight into matters being handled by our Board.
• Experience as an Investor. Directors who have experience as investors can assist the Board with analyzing
methods by which the Company can increase stockholder value. As investors themselves, they also have the
knowledge and experience to effectively engage with investors and stockholders.
• Legal Expertise. Directors who have legal education and experience can assist the Board in fulfilling its
responsibilities related to the oversight of our legal and regulatory compliance.