NVIDIA 2014 Annual Report Download - page 15

Table of Contents
Proposal 1—Election of Directors
All of our directors have one-year terms and stand for election annually.
Our Board has twelve members. Upon the recommendation of our NCGC, our Board has nominated for election at the 2015 Annual
Meeting the 12 individuals listed in the following table to hold office until the next annual meeting of stockholders and until his or her successor
is elected or appointed. Each of the nominees listed below, other than Mr. McCaffery and Ms. Drell, is currently a director of NVIDIA
previously elected by our stockholders.
Our nominees include 11 independent directors, as defined by the rules and regulations of NASDAQ, and one NVIDIA officer: Jen-
Hsun
Huang, who serves as our President and CEO.
The Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director, your proxy may be
voted for any substitute nominee proposed by the Board or the size of the Board may be reduced. In accordance with our Bylaws, directors are
elected if they receive more FOR votes than WITHHOLD votes.
Recommendation of the Board
The Board recommends that you vote FOR the election of each of the following nominees:
* Lead Director
** Mr. Stevens previously served as a member of our Board from 1993 until 2006
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, and instead considers numerous factors, such as the
nominee’s: independence; gender; ethnic background; high-
level management experience necessary to oversee our business; professional and
industry knowledge; financial expertise; desirability as a member of any committees of the Board; willingness and ability to devote substantial
time and effort to Board responsibilities; 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.
8
Name Age Director
Since Occupation Indepen- dent
Other Public
Company
Boards
Robert K. Burgess 57
2011
Independent Consultant
•
1
Tench Coxe 57
1993
Managing Director, Sutter Hill Ventures
•
2
Persis S. Drell 59
2015
Dean, School of Engineering, Stanford University
•
--
James C. Gaither 77
1998
Managing Director, Sutter Hill Ventures
•
--
Jen-Hsun Huang 52
1993
President & CEO, NVIDIA Corporation --
Dawn Hudson 57
2013
Chief Marketing Officer, National Football League
•
2
Harvey C. Jones 62
1993
Managing Partner, Square Wave Ventures
•
--
Michael G. McCaffery 61
2015
Chairman & Managing Director, Makena Capital Management
•
1
William J. Miller* 69
1994
Independent Consultant
•
3
Mark L. Perry 59
2005
Advisor, Third Rock Ventures
•
--
A. Brooke Seawell 67
1997
Venture Partner, New Enterprise Associates
•
2
Mark A. Stevens 55
2008
** Managing Partner, S-Cubed Capital
•
--