8-KLeadership ChangesExhibits & Filings

NVIDIA CORP 8-K Report, Executive Changes (Apr 2, 2013)

Filed April 2, 2013For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) announced the adoption of its Fiscal Year 2014 Variable Compensation Plan on March 27, 2013. This plan outlines the framework for executive bonuses, tying a significant portion of compensation to the achievement of both corporate and individual performance targets. The plan aims to incentivize key leadership by making bonus payouts contingent on the company's financial and operational success, as well as individual executive contributions. Specifically, 50% of an executive's target bonus is linked to NVIDIA's achievement of corporate objectives, primarily non-GAAP operating income, with a potential payout of up to double the target amount. The remaining 50% is based on individual performance criteria, also with a potential doubling of the target. The plan emphasizes that while individual and corporate performance are assessed separately, employees must generally remain employed through the payment date to be eligible for any awards, aligning executive interests with long-term company performance.

Key Highlights

  • 1NVIDIA adopted a new Variable Compensation Plan for Fiscal Year 2014 for its executive officers.
  • 2The plan allocates 50% of target bonuses to Corporate Targets and 50% to Individual Targets.
  • 3Corporate Targets for FY14 are based on achieving non-GAAP operating income, with a maximum payout of 2x the allocated target.
  • 4Individual Targets are determined by the Compensation Committee based on executive performance evaluations.
  • 5Maximum bonus payout for each component (corporate and individual) can be up to 200% of the target award for that component.
  • 6The CEO, Jen-Hsun Huang, has the highest target variable cash compensation at $1.325 million, representing 156% of his base salary.
  • 7Eligibility for bonus payouts requires employees to remain employed through the payment date, subject to Compensation Committee discretion.

Frequently Asked Questions

The primary purpose of the plan is to incentivize NVIDIA's executive officers by providing a cash bonus opportunity directly linked to the achievement of both company-wide corporate objectives (specifically non-GAAP operating income) and individual performance goals during fiscal year 2014.

The plan divides the target variable cash compensation equally: 50% is based on the achievement of NVIDIA's corporate targets, and the other 50% is based on the achievement of individual targets set by the Compensation Committee. Both components have the potential to be paid out at up to double the target amount.

The plan covers NVIDIA's named executive officers. The President and CEO, Jen-Hsun Huang, has the highest target variable cash compensation at $1,325,000 (156% of base salary). Other named officers include Karen T. Burns (Interim CFO), Ajay K. Puri (EVP, Worldwide Sales), David M. Shannon (EVP, General Counsel), and Debora Shoquist (EVP, Operations), with varying target compensation amounts and percentages of base salary.

Yes, generally, a participant must remain an employee of NVIDIA through the date the bonus is paid to be eligible to earn an award. However, the Compensation Committee retains the discretion to make determinations otherwise.