NVIDIA 2016 Annual Report Download - page 30

12
Directors’ Skills and Qualifications
• Independence
• Senior management and operating experience
necessary to oversee our business
• Professional, technical and industry knowledge
• Financial expertise
• Financial community experience (including as an
investor in other companies)
• Marketing and brand management
• Public company board experience
• Experience with emerging technologies and new
business models
• Legal expertise
• Diversity, including gender and ethnic background
• Academia experience
• 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
• All relationships between the proposed nominee and
any of our stockholders, competitors, customers,
suppliers or other persons with a relationship to
NVIDIA
Additionally, directors are expected to possess personal traits such as integrity and candor and must be able to commit
significant time to the Company’s oversight. In determining whether to recommend a director for re-election, the NCGC
also reviews the 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.
Ensuring the Board is composed of directors who exhibit a variety of skills, professional experience and backgrounds,
as well as bring diverse viewpoints and perspectives, is a priority of the NCGC and the Board. The NCGC and the Board
also understand the importance of Board refreshment, and strive to maintain an appropriate balance of tenure, diversity and
skills on the Board. While the Board benefits from the valuable experience and institutional knowledge that our more veteran
directors bring, the NCGC and Board have recognized the importance of bringing in new perspectives and ideas. Therefore,
the Board has appointed four highly qualified new directors in the last five years, constituting one-third of our total Board.
Most recently, Dr. Drell and Mr. McCaffery joined the Board in 2015.
NVIDIA is thriving as a company in part because we have combined deep technology and computing industry experience
developed during our 23-year history with groundbreaking initiatives in areas such as artificial intelligence and self-driving
cars. Similarly, we feel that the mix of our Board members is the appropriate blend of experience and new perspectives.
Our longer-tenured directors have the benefit of extensive background with our operations and business areas and have the
perspective of overseeing our activities during a wide variety of economic and competitive environments. Our new directors
bring valuable insights in areas such as consumer marketing, branding and technology developments at leading academic
institutions that are critical to supporting the company as it competes in new markets. Each year, as part of its annual
evaluation, the NCGC and Board reviews each director’s past contributions, outside experiences and activities and makes
a determination concerning how her or his experience and skills continue to add value to NVIDIA and the Board.
The following chart summarizes the skills and competencies of each director nominee that led our Board to conclude
that he or she is qualified to serve on our Board. The lack of a check does not mean the director does not possess that skill
or qualification; rather, a check indicates a specific area of focus or expertise for which the Board relies on such director
nominee most. The following directors’ biographies note each director’s relevant experience, qualifications and skills relative
to this list as of the date of this proxy statement.