NVIDIA 2014 Annual Report Download - page 43

Table of Contents
Colette M. Kress - Executive Vice President and Chief Financial Officer
__________
Ajay K. Puri - Executive Vice President, Worldwide Field Operations
__________
Fiscal 2014
Pay ($) Fiscal 2015 Pay ($) Change Market Position of Fiscal
2015 Pay
Target Cash Compensation
(1)
1,050,000
1,050,000
(2)
no change
50th
(3)
Base Salary
500,000
775,000
Target Variable Cash Compensation
550,000
275,000
(4)
Target Equity Compensation
(5)
—
(6)
2,097,430
(7)
—
65th
Target Total Compensation
—
3,147,340
—
65th
(8)
(1)
Ms. Kress began employment in the second half of Fiscal 2014; therefore, Fiscal 2014 target cash compensation has been annualized to present a more
accurate comparison of year over year change and excludes a sign-
on bonus of $1.5 million paid in Fiscal 2014; Fiscal 2015 target cash compensation
excludes an anniversary bonus of $1.0 million paid in Fiscal 2015 pursuant to Ms. Kress’
offer letter (which must be repaid upon a resignation or
termination under certain circumstances). The CC determined that these special bonuses were necessary to attract Ms. Kress, in consideration of her
compensation opportunity at her prior employer.
(2)
Target variable cash compensation reduction by 50% (similar to Mr. Puri and Ms. Shoquist) and a base salary increase were determined by the CC to be
appropriate because they resulted in overall target cash compensation at the median of the market data.
(3)
Market position of target cash compensation was lower than that of the other NEOs in part due to internal pay equity for cash compensation.
(4)
Represents cash payable upon achievement of Target performance under our Variable Cash Plan. Based on our Non-
GAAP Operating Income achievement
at Maximum performance, Ms. Kress earned a maximum award of $550,000.
(5)
Based on the target aggregate fair value of equity awards at the time of CC approval.
(6)
Excludes new hire equity grant as it will not present an accurate comparison of year over year change.
(7)
Target equity opportunity was $2.1 million (129,500 shares), set based on market data, overall CC objectives and internal pay equity. 40% of target shares
(or 52,000 shares) were allocated to RSUs and 60% of target shares (or 77,500 shares) were allocated to PSUs (where 19,375 shares were eligible to vest
upon Threshold performance and 155,000 shares were eligible to vest upon Maximum performance). Based on our Non-
GAAP Operating Income
achievement at Maximum performance, 200% of the target PSUs (or 155,000 shares) became eligible to vest over a four year period beginning on the date
of grant (with 25% vesting on March 18, 2015).
(8)
Market position of target total compensation was lower than that of Mr. Shannon and Ms. Shoquist, but was determined by the CC to be appropriate based
on the subjective determination of the CC.
Fiscal 2014
Pay ($) Fiscal 2015 Pay ($) Change Market Position of Fiscal
2015 Pay
Target Cash Compensation
1,250,000
1,250,000
(1)
no change
> 90th
Base Salary
500,000
875,000
Target Variable Cash Compensation
750,000
375,000
(2)
Target Equity Compensation
(3)
1,211,936
1,611,725
(4)
up 33%
65th
Target Total Compensation
2,461,936
2,861,725
up 16%
65th
(5)
(1)
Target variable cash compensation was reduced by 50% (similar to Ms. Kress and Ms. Shoquist) and base salary was increased to provide an appropriate
level of fixed pay for retention and security in light of increased “at-risk”
total compensation. Base salary amount was chosen based on internal pay equity
with other NEOs, individual performance and responsibilities as head of worldwide field operations.
(2)
Represents cash payable upon achievement of Target performance under our Variable Cash Plan. Based on our Non-
GAAP Operating Income achievement
at Maximum performance, Mr. Puri earned a maximum award of $750,000.
(3)
Based on the target aggregate fair value of equity awards at the time of CC approval.
(4)
Target equity opportunity was $1.6 million (100,000 shares), set based on market data, overall CC objectives and internal pay equity. 35% of target shares
(or 35,000 shares) were allocated to RSUs and 65% of target shares (or 65,000 shares) were allocated to PSUs (where 16,250 shares were eligible to vest
upon Threshold performance and 130,000 shares were eligible to vest upon Maximum performance). Based on our Non-
GAAP Operating Income
achievement above Maximum, 200% of the target PSUs (or 130,000 shares) became eligible to vest over a four year period beginning on the date of grant
(with 25% vesting on March 18, 2015).
(5)
Market position of target total compensation was lower than that of Mr. Shannon and Ms. Shoquist, but was determined by the CC to be appropriate based
on the subjective determination of the CC.