NVIDIA 2013 Annual Report Download - page 52

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(1) Based on grant date fair value of PSUs of $2,111,400, which assumes the probable outcome of the performance-related conditions at Target,
determined in accordance with applicable accounting standards. Based on the performance that was actually achieved for fiscal year 2014,
the grant date fair value would be $2,281,379.
(2) Does not include compensation for Ms. Kress, who became our CFO on September 30, 2013.
Important Features of our Compensation Program
Our compensation program is administered under a rigorous process which includes review of peer group practices,
advice of an independent third-party compensation consultant (who reports directly to our Compensation Committee, not
to our management) and long-standing, consistently-applied practices with respect to the timing of equity grants and the
pricing of stock options. Other important features of our compensation program include:
• Our executive compensation is heavily weighted toward at-risk, performance-based compensation. In fiscal year
2014, approximately 86% of our CEO’s target direct compensation and an average of 72% of our other executive
officers’ target direct compensation (excluding Mses. Kress and Burns as more fully described below) was in the
form of variable cash compensation and equity awards (PSUs, RSUs or stock options), the actual economic value
of which depends directly on the performance of our stock price over the period during which the awards vest and,
with respect to stock options, could be as little as zero if our stock price were less than the exercise price of such
stock options.
• We review the external marketplace and make internal comparisons among the executive officers when making
compensation determinations. Our Compensation Committee does not benchmark to specific levels, but rather
reviews external marketplace data as one of many factors considered when establishing executive compensation.
• We structure our executive compensation programs to minimize inappropriate risk-taking by our executive officers,
including capping award levels under the annual variable cash compensation plan and using multi-year vesting
terms for equity awards.
• We do not have employment contracts or severance agreements providing for a specific term of employment or
severance benefits with any of our executive officers. All of our executive officers are “at will” employees of
NVIDIA.
• We do not offer change-in-control benefits to our executive officers, except for the change-in-control vesting
acceleration 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.
• We do not offer our executive officers tax reimbursements, supplemental retirement benefits or perquisites that
are not available to all NVIDIA employees.