NVIDIA 2014 Annual Report Download

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NVIDIA CORP
FORM DEF 14A
(Proxy Statement (definitive))
Filed 04/09/15 for the Period Ending 05/20/15
Address 2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050
Telephone 408-486-2000
CIK 0001045810
Symbol NVDA
SIC Code 3674 - Semiconductors and Related Devices
Industry Semiconductors
Sector Technology
Fiscal Year 01/26
http://www.edgar-online.com
© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    NVIDIA CORP FORM DEF 14A (Proxy Statement (definitive)) Filed 04/09/15 for the Period Ending 05/20/15 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 2701 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95050 408-486-2000 0001045810 NVDA 3674 - Semiconductors and Related Devices ...

  • Page 2
    ... In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): 1 3 No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Aggregate number of securities to which transaction applies...

  • Page 3
    ... as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration...

  • Page 4
    ...: Location: Wednesday, May 20, 2015 at 10:30 a.m. Pacific Daylight Time NVIDIA Headquarters, Building E 2800 Scott Boulevard, Santa Clara, California 95050 www.virtualshareholdermeeting.com/NVIDIA2015 • Election of twelve directors nominated by the Board of Directors • Approval of our executive...

  • Page 5
    ...Security Ownership of Certain Beneficial Owners and Management Proposal 2-Approval of Executive Compensation Executive Compensation Compensation Discussion and Analysis Risk Analysis of Our Compensation Plans Summary Compensation Table For Fiscal Years 2015, 2014 and 2013 Grants of Plan-Based Awards...

  • Page 6
    ...Incentive Plan NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan 2014 Annual Meeting of Stockholders 2015 Annual Meeting of Stockholders Audit Committee The Company's Board of Directors Compensation Committee Compensation Discussion and Analysis Chief Executive Officer NVIDIA...

  • Page 7
    ...Director, Sutter Hill Ventures Dean, School of Engineering, Stanford University Managing Director, Sutter Hill Ventures President & CEO, NVIDIA Corporation Chief Marketing Officer, National Football League Managing Partner, Square Wave Ventures Chairman & Managing Director, Makena Capital Management...

  • Page 8
    2

  • Page 9
    ... and public market knowledge, as well as extensive executive management and corporate governance experience. As an accomplished researcher and educator, Ms. Drell brings to the Board expert leadership in guiding innovation in science and technology. In Fiscal 2015, we also amended our director and...

  • Page 10
    ...compensation program, including review of peer group practices, advice by an independent compensation consultant reporting directly to our CC, and long-standing, consistently-applied practices regarding the timing of equity grants Have meaningful stock ownership guidelines for our executive officers...

  • Page 11
    ... be available at our headquarters, 2701 San Tomas Expressway, Santa Clara, California for 10 days prior to the 2015 Annual Meeting. If you would like to view the stockholder list, please call our Investor Relations Department at (408) 486-2000 to schedule an appointment. Your shares will be counted...

  • Page 12
    ... of our executive compensation. We strongly encourage you to vote. Note that under the rules of the national stock exchanges, any NVIDIA stockholder whose shares are held in street name by a member brokerage firm may revoke a proxy and vote his or her shares in person at the 2015 Annual Meeting only...

  • Page 13

  • Page 14
    ... request receipt of a separate set of documents to a household, contact our Investor Relations Department (through our website at www.nvidia.com , with an electronic mail message to [email protected] or by mail at 2701 San Tomas Expressway, Santa Clara, California 95050). We will pay the entire cost of...

  • Page 15
    ...Director, Sutter Hill Ventures Dean, School of Engineering, Stanford University Managing Director, Sutter Hill Ventures President & CEO, NVIDIA Corporation Chief Marketing Officer, National Football League Managing Partner, Square Wave Ventures Chairman & Managing Director, Makena Capital Management...

  • Page 16

  • Page 17
    ... 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...

  • Page 18
    ... authorities. His significant experience as an investor gives the Board an understanding of the methods by which companies can increase value for their stockholders. Jen-Hsun Huang co-founded NVIDIA in 1993 and has since served as president, chief executive officer, and a member of the board...

  • Page 19
    ... supplier of secure identification products and digital watermarking technology; and Glu Mobile, Inc., a publisher of mobile games. He was president, chief executive officer and chairman of the board of directors from 1996 to 1999 of Avid Technology, Inc., a provider of digital tools for multimedia...

  • Page 20
    ... Finance from Stanford University. He joined the NVIDIA board in 1997. Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting...

  • Page 21
    ... under applicable NASDAQ listing standards. In addition, all current members of the AC are "audit committee financial experts" under SEC rules. Board Leadership Structure Our Bylaws and Corporate Governance Policies permit the roles of chairman of the board and chief executive officer to be filled...

  • Page 22
    ..., board meetings and involvement of senior management, chief executive officer performance evaluation, and board committees and compensation. Our Corporate Governance Policies may be viewed under Corporate Governance in the Investor Relations section of our website at www.nvidia.com . Executive...

  • Page 23
    ... Team Code of Conduct that applies to our executive officers, directors and members of our finance, accounting and treasury departments. The Code of Conduct and the Financial Team Code of Conduct are available under Corporate Governance in the Investor Relations section of our website at www.nvidia...

  • Page 24
    ... Information The Board met five times during Fiscal 2015, and held a two day meeting, during which the Board discussed the strategic direction of NVIDIA, explored and discussed new business opportunities and the product roadmap, and addressed challenges facing NVIDIA. We expect each Board member...

  • Page 25
    ... corporate accounting and financial reporting process; Oversees our internal audit function; Determines and approves the engagement, retention and/or termination of the independent registered public accounting firm, or any new independent registered public accounting firm; Evaluates the performance...

  • Page 26
    ... Reviews and approves our overall compensation strategy and policies; Reviews and recommends to the Board the compensation of our Board members; Reviews and approves the compensation and other terms of employment of our CEO and other executive officers; Reviews and approves corporate performance...

  • Page 27
    ... the average closing market price over the 60 calendar days ending two business days before the 2014 Annual Meeting, or the RSU Shares. The number of shares subject to each stock option grant equaled 3.2 times the number of RSU Shares that would correspond to the annual retainer value, rounded down...

  • Page 28
    ...Fiscal 2015 Compensation The following table provides information regarding Fiscal 2015 compensation for non-employee directors, and the number of RSUs and stock options held by them as of January 25, 2015: Director Compensation for Fiscal Year 2015 Name Fees Earned or Paid in Cash ($) Stock Awards...

  • Page 29
    Table of Contents Review of Transactions with Related Persons It is our policy that all employees, officers and directors must avoid any activity that is in conflict with, or has the appearance of conflicting with, our interests. This policy is included in our Code of Conduct and our Financial Team...

  • Page 30
    ... Owners and Management The following table sets forth information as of January 25, 2015 as to shares of our common stock beneficially owned by each of our directors, each of the executive officers named in the Summary Compensation Table, all of our directors and executive officers as a group...

  • Page 31
    ... 39,174,644 shares. Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. This information is based solely on a Schedule 13G/A, dated February 10, 2015, filed with the SEC on February 13, 2015 by PRIMECAP Management Company, or PRIMECAP, reporting its beneficial ownership as of...

  • Page 32
    ... paid to our NEOs as disclosed in the CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. In response to our stockholders' preference, our Board has adopted a policy of providing for annual say on pay votes. This vote is not intended to address...

  • Page 33
    ... explains our executive compensation program as it relates to the NEOs listed below for Fiscal 2015: Jen-Hsun Huang Colette M. Kress Ajay K. Puri David M. Shannon Debora Shoquist President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President...

  • Page 34
    ...compensation program, including review of peer group practices, advice by an independent compensation consultant reporting directly to our CC, and long-standing, consistently-applied practices regarding the timing of equity grants Have meaningful stock ownership guidelines for our executive officers...

  • Page 35
    Table of Contents Primary Compensation Elements for Fiscal 2015 The primary elements of NVIDIA's fiscal 2015 executive compensation program are described below: Cash Who Receives When Granted or Reviewed Performance Period Performance Measure Base Salary All NEOs Annually in Q1, made retroactive to...

  • Page 36
    ... Fiscal 2015, 100% of each NEO's total variable cash target award opportunity was based on the Company's achievement of a corporate financial performance target; therefore, an NEO may no longer earn a payout under our Variable Cash Plan if the Company does not meet its key financial and operational...

  • Page 37
    ... peers, helps us manage dilution and promotes retention of our NEOs by balancing the risk associated with our stock price volatility with a larger portion of cash allocated to base salary The equity granted to our NEOs is more retentive than incentive award levels under the annual Variable Cash Plan...

  • Page 38
    ... cash compensation opportunity. Based on the operating plan prepared for Fiscal 2015 as approved by the Board, the CC set the following goals for Fiscal 2015 Variable Cash Plan award determination and PSUs that could become eligible to be earned: Payout (% of Variable Cash Plan target award/target...

  • Page 39
    ... of interest. Exequity reports directly to our CC, advising our CC on all material matters relating to executive and non-employee director compensation. Exequity took its direction from our CC Chairman and interacted with management (our CEO and legal and human resources departments), as needed, to...

  • Page 40
    ...company, his manages, relative to the NEO's internal peers, and set compensation levels total compensation opportunity is significantly greater, as is his percentage of within a relatively narrow band for comparably situated executives performance-based compensation _____ * For a discussion of stock...

  • Page 41
    ...'s emphasis on long-term performance-based compensation and allowing for above-market rewards for exceptional performance. To determine actual shares awarded based on the target opportunity, the CC reviewed the 90-day trailing average of our stock price to smooth for daily volatility to inform it on...

  • Page 42
    ... million, set based on market data, overall CC objectives and internal pay equity, which equated to a target PSU award of 400,000 shares (100,000 shares eligible to vest upon Threshold performance and 600,000 shares eligible to vest upon Maximum performance). Based on our Non-GAAP Operating Income...

  • Page 43
    ... - Executive Vice President and Chief Financial Officer Fiscal 2014 Pay ($) Target Cash Compensation (1) Base Salary Target Variable Cash Compensation Target Equity Compensation (5) Fiscal 2015 Pay ($) 1,050,000 775,000 275,000 (4) (7) (2) Change no change Market Position of Fiscal 2015 Pay 50th...

  • Page 44
    35

  • Page 45
    ... to executive officers at peer companies, individual performance and internal pay equity with other NEOs. (2) (3) (4) (5) Debora Shoquist - Executive Vice President, Operations Fiscal 2014 Pay ($) Target Cash Compensation Base Salary Target Variable Cash Compensation Target Equity Compensation...

  • Page 46
    ... the final regulations related to that policy are issued. Tax and Accounting Implications Section 162(m) of the Internal Revenue Code limits the amount that we may deduct from our federal income taxes for remuneration paid to our CEO and three most highly compensated executive officers (other than...

  • Page 47
    ...anniversary of the grant date, which we believe encourages our employees to focus on the long-term performance of NVIDIA. Annual variable pay is not awarded below the executive level; We design our variable cash and PSU compensation programs for executives so that payouts are based on achievement of...

  • Page 48
    ... NVIDIA as our Executive Vice President and Chief Financial Officer in September 2013. Represents a sign-on bonus paid in Fiscal 2014 that was earned in Fiscal 2015. Represents match of contributions to our 401(k) savings plan, which we provide to all eligible employees. (3) (4) (5) (6) 39

  • Page 49
    ... awards set forth in the Summary Compensation Table for Fiscal Years 2015, 2014 and 2013 by providing additional details about the awards. The PSUs and RSUs set forth in the following table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria...

  • Page 50
    ... Equity Awards as of January 25, 2015 The following table presents information regarding outstanding equity awards held by our NEOs as of January 25, 2015. As of January 25, 2015, none of our NEOs held unearned equity incentive or stock awards. Option Awards Number of Securities Underlying...

  • Page 51
    ... which is the exercise price of stock option grants made pursuant to our 2007 Plan. Calculated by multiplying the number of RSUs by the closing price ($20.71) of NVIDIA's common stock on January 23, 2015, the last trading day before the end of our Fiscal 2015, as reported by NASDAQ. In connection...

  • Page 52
    years such that the option will be fully vested on March 21, 2016. (7) The option vested as to 25% of the shares on September 19, 2013, and vests as to the remaining 75% in equal quarterly installments over the next three years such that the option will be fully vested on September 19, 2016. 42

  • Page 53
    ... to 25% of the shares on March 19, 2014, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 15, 2017. The RSU was earned on January 25, 2015 based on achievement of a pre-established performance goal. The RSU...

  • Page 54
    ... that may have been owed. The exercise price of each such stock option was equal to the closing price of our common stock as reported by NASDAQ on the date of grant. The number of shares acquired on vesting includes an aggregate of 13,907 shares that were withheld to pay taxes due upon vesting. The...

  • Page 55
    ... between the $20.71 closing price of our common stock on January 23, 2015, the last trading day of Fiscal 2015, as reported by NASDAQ, and the exercise price of the option. The estimated benefit amount of unvested RSUs and unvested PSUs was calculated by multiplying the number of RSUs or PSUs held...

  • Page 56
    ... executive officers serve as a director or member of a compensation committee of any entity that has one or more executive officers serving as a member of our Board or CC. Compensation Committee Report The Compensation Committee of the Board of Directors oversees the compensation programs of NVIDIA...

  • Page 57
    ...2016. Fees Billed by the Independent Registered Public Accounting Firm The following is a summary of fees billed by PwC for fiscal years 2015 and 2014 for audit, tax and other professional services during each fiscal year: Fiscal 2015 Fiscal 2014 Audit Fees (1) $ 4,161,541 $ 3,894,820 Audit-Related...

  • Page 58
    ... all audit and permissible non-audit services rendered by our independent registered public accounting firm. The policy generally permits pre-approvals of specified permissible services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre...

  • Page 59
    ... non-audit services provided by and fees paid to the independent registered public accounting firm. NVIDIA has an internal audit function that reports to the Audit Committee. This function is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of our system...

  • Page 60
    ... 2007. The 1999 Plan was terminated upon completion of PortalPlayer's initial public offering of common stock in 2004. Each option we assumed in connection with our acquisition of PortalPlayer has been converted into the right to purchase that number of shares of NVIDIA common stock determined by...

  • Page 61
    .... STOCKHOLDERS MAY SUBMIT A WRITTEN REQUEST FOR AN ADDITIONAL COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 25, 2015 TO: INVESTOR RELATIONS, NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA 95050. WE WILL ALSO FURNISH A COPY OF ANY EXHIBIT TO THE...

  • Page 62
    ... Boulevard 2800 Scott Boulevard is the first office building on the left Turn left into 2800 Scott Boulevard FROM INTERSTATE 280 Take the Saratoga Ave/Saratoga Exit towards Santa Clara Stay on Saratoga Avenue for about 1 mile Turn left onto San Tomas Expressway and drive for approximately 3 miles to...

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