NVIDIA 2015 Annual Report Download - page 49

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Primary Compensation Elements for Fiscal 2015
The primary elements of NVIDIA’s fiscal 2015 executive compensation program are described below:
Cash Equity
Base Salary Variable Cash Compensation PSUs RSUs
Who Receives . . . . . . . . . . All NEOs All NEOs All NEOs All NEOs except CEO
When Granted or
Reviewed . . . . . . . . . . . . . . Annually in Q1,
made retroactive to
beginning of fiscal
year
Annually in Q1, paid
in April of next fiscal
year if earned
Reviewed annually in Q1,
granted on the third
Wednesday in March
Reviewed annually in Q1 and Q3,
granted on the third Wednesdays in
March and September, respectively
Performance Period . . . . . N/A Annual Annual, with multi-year
vesting Multi-year vesting
Performance Measure . . . N/A Non-GAAP Operating
Income achievement Number of shares eligible to vest is formulaic based on
annual Non-GAAP Operating
Income achievement
N/A
Type of Performance . . . . Short-term
emphasis Short-term emphasis Long-term emphasis because of 4 year vesting schedule Long-term emphasis because of 4 year vesting schedule
Maximum Amount that
can be Earned . . . . . . . . . . N/A 200% of target
variable cash
compensation
For our CEO, 150% of his
target PSU amount
For our other NEOs, 200% of
his or her target PSU amount
Ultimate value delivered
depends on stock price on
date shares vest
100% of initial grant
Ultimate value delivered depends
on stock price on date shares vest
Vesting. . . . . . . . . . . . . . . . N/A N/A If performance threshold
achieved, 25% on the one
year anniversary of the date
of grant; 12.5% every six
months thereafter
25% on the one year anniversary of
the date of grant; 12.5% every six
months thereafter
In addition to the above key elements of our NEOs’ compensation, we maintain medical, vision, dental and accidental
death and disability insurance as well as time off and paid holidays for all of our employees (including our NEOs on the
same basis as our other employees). All of our full-time employees (including our NEOs) are eligible to participate in our
Employee Stock Purchase Plan and our 401(k) plan. We have a Company match under our 401(k) plan. In calendar 2014,
we matched, on a dollar-for-dollar basis, each participant’s salary deferral contributions to the 401(k) plan, up to a maximum
of $1,500, provided the participant was an employee on December 31, 2014. Each of our NEOs received a $1,500 match
in Fiscal 2015 (except for Mr. Huang, who did not participate in our 401(k) plan).
Fiscal 2015 Compensation Changes
In setting Fiscal 2015 NEO compensation, our CC reflected on the votes cast on our say-on-pay proposal for Fiscal
2014. At our 2014 Annual Meeting, nearly 98% of the votes cast on our say-on-pay proposal were in support of the
compensation paid to our NEOs for Fiscal 2014. While this vote was only advisory and not binding, our CC carefully
considered the results of the vote in the context of our overall compensation philosophy, as well as our compensation policies
and decisions. Our CC also considered the feedback that our management received when meeting with the corporate
governance departments of our large stockholders in Fall 2013 (in advance of making compensation decisions for Fiscal
2015).