NVIDIA 2015 Annual Report Download - page 20

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Election of Directors (Proposal 1)
The following table provides summary information about each director nominee:
Name Age Director Since Occupation
Committees
AC CC NCGC
Robert K. Burgess. . . . . . 57 2011 Independent Consultant Chair
Tench Coxe. . . . . . . . . . . 57 1993 Managing Director, Sutter Hill Ventures Member
Persis S. Drell . . . . . . . . . 59 2015 Dean, School of Engineering, Stanford University
James C. Gaither. . . . . . . 77 1998 Managing Director, Sutter Hill Ventures Member
Jen-Hsun Huang . . . . . . . 52 1993 President & CEO, NVIDIA Corporation
Dawn Hudson . . . . . . . . . 57 2013 Chief Marketing Officer, National Football League Member
Harvey C. Jones . . . . . . . 62 1993 Managing Partner, Square Wave Ventures Member Member
Michael G. McCaffery . . 61 2015 Chairman & Managing Director, Makena Capital Management Member
William J. Miller*. . . . . . 69 1994 Independent Consultant Member Chair
Mark L. Perry . . . . . . . . . 59 2005 Advisor, Third Rock Ventures Chair
A. Brooke Seawell . . . . . 67 1997 Venture Partner, New Enterprise Associates Member
Mark A. Stevens . . . . . . . 55 2008 ** Managing Partner, S-Cubed Capital Member Member
* Lead Director
** Mr. Stevens previously served as a member of our Board from 1993 until 2006
Corporate Governance Highlights
Our Board is committed to strong corporate governance, which is used to promote the long-term interest of NVIDIA
and our stockholders. Regular stockholder outreach is important to us. We seek a collaborative approach to issues of
importance to our stockholders that affect our business and also to ensure that they see our governance and executive pay
practices as well-structured. In Fiscal 2015, our management reached out to 10 of our largest stockholders as of June 30,
2014 to gain valuable insights into the corporate governance and executive compensation issues they most care about.
In the last four years, the Board has appointed four new directors: Robert K. Burgess, Dawn Hudson, and most recently,
Michael G. McCaffery, an asset-management executive and investment banker, and Persis S. Drell, a physicist and dean of
the Stanford School of Engineering. Mr. McCaffery brings to the Board deep business, financial 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 NEO stock ownership guidelines as follows:
• Non-employee directors are required to hold a number of shares of the Company's common stock with a value
equal to six times the annual cash retainer for Board service. Each such director has until the later of (i) the end
of fiscal year 2016 or (ii) within five years of Board appointment, to reach this threshold.
• The CEO is required to hold a number of shares of the Company's common stock with a value equal to six times
his annual base salary. Mr. Huang holds stock with a value equal to 487 times his annual base salary, based on
our closing price as of March 24, 2015.
• All other NEOs are required to hold a number of shares of the Company's common stock with a value equal to
his or her annual base salary. All of our NEOs hold stock with a value exceeding his or her respective annual
base salary, based on our closing price as of March 24, 2015.