NVIDIA 2013 Annual Report Download - page 53

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• We have stock ownership guidelines for our executive officers. Each of our executive officers has exceeded these
guidelines, except Ms. Kress who joined NVIDIA in September 2013 and has until March 2015 to comply with
these guidelines. As shown above under Security Ownership of Certain Beneficial Owners and Management, as
of January 26, 2014, based on the closing price of our common stock of $15.56 on the last trading day of fiscal
year 2014:
• Our CEO has beneficial ownership of shares (including both shares owned at, and shares he had the right
to acquire within 60 days of, January 26, 2014) of our common stock having a value in excess of 437
times his base salary; and
• Each of our other executive officers has beneficial ownership of shares (including both shares owned at,
and shares that such executive officers had the right to acquire within 60 days of, January 26, 2014) of
our common stock having a value in excess of 13 times their respective base salaries (except Ms. Burns,
who served as our Interim CFO until September 29, 2013, and who has beneficial ownership of shares
of our common stock having a value in excess of 3 times her base salary, and Ms. Kress, for the reasons
described above).
• We 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.
• Since 2009, we have maintained a “clawback” policy for the recovery of performance-based compensation in the
event of a financial restatement that does not require individual misconduct to be enforced against our executive
officers.
How We Determine Executive Compensation
Role of Our Compensation Committee, Compensation Consultants, and Management
Our Compensation Committee meets periodically on a regular schedule throughout the fiscal year to manage our
executive compensation program. Our Compensation Committee determines the principal components of compensation
for our executive officers on an annual basis, typically at the beginning of each fiscal year. Our Compensation Committee
then meets again mid-year in preparation for the portion of equity grants that typically are made in September of each year,
and has the opportunity to review and revise equity compensation guidelines at that time.
During fiscal year 2014, our Compensation Committee continued to use Exequity LLP as its independent compensation
consultant. Our Compensation Committee originally retained Exequity in 2010 after considering a number of other
candidates. Our Compensation Committee selected Exequity for its expertise in the graphics and mobile processing industry,
the experience of the senior consultant at Exequity with our compensation structure and the availability of Exequity to
attend Compensation Committee meetings.
During fiscal year 2014, our Compensation Committee analyzed whether the work of Exequity as a compensation
consultant raised any conflict of interest, taking into consideration the following factors: (i) the fact that Exequity does not
provide any services directly to NVIDIA (although NVIDIA does pay the cost of Exequity’s services on behalf of the
Compensation Committee); (ii) the amount of fees paid to Exequity by NVIDIA as a percentage of Exequity’s total revenue;
(iii) Exequity’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal
relationship of Exequity or the individual compensation advisors employed by Exequity with an NVIDIA executive officer;
(v) any business or personal relationship of the individual compensation advisors with any member of our Compensation
Committee; and (vi) any NVIDIA stock owned by Exequity or the individual compensation advisors employed by Exequity.
Based on its analysis of these factors, our Compensation Committee determined that the work of Exequity and the
individual compensation advisors employed by Exequity does not create any conflict of interest.