NVIDIA 2016 Annual Report Download - page 58

40
FISCAL 2016 COMPONENTS OF PAY
The primary elements of NVIDIA’s Fiscal 2016 executive compensation program are summarized below:
“Fixed”
Compensation “At-Risk” Compensation
Base Salary Variable Cash SY PSUs MY PSUs RSUs (1)
Form Cash Cash Equity Equity Equity
Who Receives All NEOs All NEOs All NEOs All NEOs All NEOs except CEO
When Granted
or Determined Annually in
Fiscal Q1 Annually in Fiscal Q1 On the 3rd Wednesday in March On the 3rd Wednesday in March On the 3rd Wednesdays in March and September
When Paid or
Earned Paid retroactively
to start of fiscal
year, via
biweekly payroll
Earned after fiscal year
end and paid the
following April, only if
performance threshold
achieved
Shares eligible to vest
determined after fiscal
year end based on
performance metric
achieved
Shares eligible to vest
determined after 3rd fiscal
year end based on
performance metric
achieved
On each vesting date,
subject to the NEO’s
continued service on each
such date
Performance
Measure N/A Revenue (determines
payout) Non-GAAP Operating Income (determines
number of shares eligible
to vest)
TSR relative to the S&P
500 (determines number
of shares eligible to vest)
N/A
Performance
Period N/A 1 year 1 year 3 years N/A
Vesting N/A N/A If performance threshold
achieved, 25% on
approximately the 1-year
anniversary of the date of
grant; 12.5% every six
months thereafter
If performance threshold
achieved, 100% on
approximately the 3-year
anniversary of the date of
grant
25% on approximately the
1-year anniversary of the
date of grant; 12.5% every
six months thereafter
Timeframe
Emphasized Annual Annual Long-term because of 4-
year vesting schedule Long-term because of 3- year performance period Long-term because of 4- year vesting schedule
Maximum
Amount that
can be Earned
N/A 200% of Variable
Compensation Target For our CEO, 150% of his Target Compensation Plan
SY PSU amount
For our other NEOs,
200% of his or her Target
Compensation Plan SY
PSU amount
Ultimate value delivered
depends on stock price on
date earned shares vest
For our CEO, 150% of his
Target Compensation Plan
MY PSU amount
For our other NEOs,
200% of his or her Target
Compensation Plan MY
PSU amount
Ultimate value delivered
depends on stock price on
date earned shares vest
100% of grant
Ultimate value delivered
depends on stock price on
date shares vest
_______
(1) Our CC considers RSUs to be inherently “at-risk” pay that is performance-based because the realized value is dependent upon our stock price, which
is a financial performance measure.
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 NEOs, on the same basis as our other
employees. Our NEOs, as well as our other full-time employees, are eligible to participate in our 2012 ESPP, unless otherwise
prohibited by the rules of the Internal Revenue Service, and our 401(k) plan. We have a Company match under our 401(k)
plan. In calendar 2015, we matched, on a dollar-for-dollar basis, each participant’s salary deferral contributions to the 401
(k) plan, up to a maximum of $2,000, provided the participant was an employee on December 31, 2015. Each of our NEOs
received a $2,000 match in Fiscal 2016 except for Mr. Huang, who did not participate in our 401(k) plan.
CHANGES TO FISCAL 2016 COMPENSATION
We value feedback from our stockholders and maintain an annual stockholder outreach program to ensure that they
view our pay practices as well-structured. In Fall 2014, we contacted each stockholder holding at least 1% of our common
stock (except for brokerage firms and institutional stockholders whom we know do not engage in individual conversations
with issuers), representing an aggregate ownership of 44.5%. We ultimately held meetings with the corporate governance