NVIDIA 2015 Annual Report Download - page 27

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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:
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 •--
* 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