NVIDIA 2015 Annual Report Download - page 22

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5
Below are important elements of our compensation program we have adopted, and problematic pay practices that we
avoid:
What We Do What We Don’t Do
Heavily weight our NEO compensation toward “at-risk”
performance-based compensation, consisting of equity awards
and variable cash compensation
Have employment contracts or severance agreements
providing for a specific term of employment or
severance benefits with any of our executive officers
Use multi-year vesting terms for all executive officer equity
awards Provide change-in-control benefits to our executive
officers
Engage with our stockholders and corporate governance
groups to discuss our executive compensation programs,
carefully consider their input and make changes to our pay
practices based on their feedback
Provide for automatic equity vesting upon a change-in-
control except for the provisions in our equity plans that
are applicable to all of our employees if an acquiring
company does not assume or substitute our outstanding
stock awards
Structure our executive compensation programs to minimize
inappropriate risk-taking Provide tax gross-ups
Cap PSUs and incentive award levels under the annual
Variable Cash Plan
Offer our executive officers any supplemental retirement
benefits or perquisites that are not available to all
NVIDIA employees
Rigorously administer our 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
Allow for the repricing of stock options without
stockholder approval
Have meaningful stock ownership guidelines for our
executive officers Use discretion in performance incentive award
determination
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 or pledge
NVIDIA shares as collateral
Maintain a “clawback” policy for the recovery of
performance-based cash and equity compensation in the
event of a financial restatement that does not require
individual misconduct to be enforced against our executive
officers
Review the external marketplace and make internal
comparisons among the executive officers when making
compensation determinations
Have three or more independent non-employee directors
serve on the CC, which engages an independent consultant
to provide advice and counsel on market trends, executive
pay practices and regulatory developments
Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for
Fiscal Year 2016 (Proposal 3)
We are asking our stockholders to ratify our AC’s selection of PwC as our independent registered public accounting
firm for fiscal year 2016. While we are not required to have our stockholders ratify the selection of PwC, we are doing so
because we believe it is good corporate practice. If our stockholders do not ratify the selection, the AC will reconsider the
appointment, but may nevertheless retain PwC as our independent registered public accounting firm. Even if the selection
is ratified, the AC may select a different independent registered public accounting firm at any time during the year if it
determines that such a change would be in the best interests of NVIDIA and our stockholders.