NVIDIA 2015 Annual Report Download - page 28

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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.
Listed below are key skills and experience that the NCGC and Board consider important for our directors to have in
light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications
and skills relative to this list as of the date of this proxy statement.
• Senior Management and Operating Experience. Directors who have served in senior leadership positions bring
insight to constructively review and assess our operating plan and business strategy.
• Industry and Technical Expertise. Because we are a technology, hardware and software provider, education or
experience in relevant technology is useful in understanding our research and development efforts, competing
technologies, the various products and processes that we develop and the markets in which we compete.
• Financial Expertise. Knowledge of accounting and financial reporting processes is important because it assists
our directors in understanding, advising and overseeing our financial reporting and internal controls.
• Public Company Board Experience. Directors who have served on boards of directors of other public companies
have corporate governance experience, a deep understanding of the role and responsibilities of the Board and
insight into matters being handled by our Board.
• Experience as an Investor. Directors who have experience as investors can assist the Board with analyzing
methods by which the Company can increase stockholder value. As investors themselves, they also have the
knowledge and experience to effectively engage with investors and stockholders.
• Legal Expertise. Directors who have legal education and experience can assist the Board in fulfilling its
responsibilities related to the oversight of our legal and regulatory compliance.
Our Director Nominees
The brief biographies below include information, as of the date of this proxy statement, regarding the specific and
particular experience, qualifications, attributes or skills of each director that led the NCGC to believe that that director
should continue to serve on the Board.
Robert K. Burgess has served as an independent investor and board member to technology companies since 2005. He was
chief executive officer from 1996 to 2005 of Macromedia, Inc., a provider of internet and multimedia software, which was
acquired by Adobe Systems Incorporated; he also served from 1996 to 2005 on its board of directors, as chairman of its
board of directors from 1998 to 2005 and as executive chairman for his final year. Previously, he held key executive positions
from 1984 to 1991 at Silicon Graphics, Inc. (SGI), a graphics and computing company; from 1991 to 1995, served as chief
executive officer and a board member of Alias Research, Inc., a publicly traded 3D software company, until its acquisition
by SGI; and resumed executive positions at SGI during 1996. Mr. Burgess serves on the board of Adobe and several
privately-held companies. He was a director of IMRIS Inc., a provider of image guided therapy solutions, until 2013. He
holds a BCom degree from McMaster University. He joined the NVIDIA board in 2011.
Mr. Burgess brings to the Board leadership experience and expertise in the areas of financial- and risk-management and
operations. He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable
insight on a range of issues in the technology industry.