8-KLeadership ChangesExhibits & Filings

NVIDIA CORP 8-K Report, Executive Changes (Apr 21, 2008)

Filed April 21, 2008For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) filed an 8-K report on April 21, 2008, detailing the approval of its Fiscal Year 2009 Variable Compensation Plan by the Compensation Committee of its Board of Directors on April 15, 2008. This plan is designed to incentivize key personnel, including the CEO, senior officers, vice presidents, directors, managers, and qualifying senior contributors, through variable cash compensation tied to both corporate and individual performance targets for fiscal year 2009 (ending January 25, 2009). The compensation structure is split 50/50 between corporate and individual achievement. Corporate targets are based on net income levels determined by generally accepted accounting principles, while individual targets are set by various levels of management, ultimately flowing up to the Compensation Committee or CEO. The plan grants the Board and Compensation Committee the flexibility to modify targets and award additional compensation, even if performance metrics are not fully met, underscoring a strategic approach to executive motivation and performance alignment.

Key Highlights

  • 1NVIDIA approved its Fiscal Year 2009 Variable Compensation Plan on April 15, 2008.
  • 2The plan aims to provide variable cash compensation to a broad range of employees, including officers, VPs, directors, managers, and senior contributors.
  • 3Compensation is contingent upon achieving pre-set corporate and individual performance targets for fiscal year 2009.
  • 4The variable compensation is equally weighted: 50% tied to corporate performance and 50% to individual performance.
  • 5Corporate performance metrics are primarily based on net income levels, determined by GAAP.
  • 6Individual targets are cascaded down from senior management, with the Compensation Committee overseeing CEO and senior officer targets.
  • 7The Compensation Committee and Board retain the right to modify targets or award additional compensation at their discretion.

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