NVIDIA CORP NVDA

34% shingled-prose overlap between the two filings.

2025: 43,822 chars · 2026: 47,661 chars

• Committee Report:47% overlap (6,000 → 5,999 chars)
• Pay Ratio (Item 402(u)):18% overlap (38,532 → 36,971 chars)
• Say-on-Pay proposal:38% overlap (25,000 → 25,000 chars)

• changedThis CD&A describes our Fiscal 2026 2025executive compensation philosophy, design, and process, and how our corporate results affected the payout of performance-based awards.
• changedOur Fiscal 2026 2025NEOs were: Jen-Hsun Huang, President and CEO; Colette M.
• changedFiscal 2026 2025Executive Compensation Summary
• changedNVIDIA’s executive compensation program in Fiscal 2026 2025continued to be guided by a pay for performance philosophy to link competitive NEO pay with our stockholders’ interests.
• changed96% Approximately95%of our CEO’s CEO’s,and approximately48% of our other NEOs’ Fiscal 2026 NEOs’,total target pay was dependent on corporate performance.
• changedThe vast majority of our NEOs’ total target pay for Fiscal 2026 2025was comprised of equity awards:
• changed•SY PSUs that can be earned based on annual Non-GAAP Operating Income performance, Income,vesting over 4 years,
• changed•MY PSUs that can be earned based on 3-year TSR performance relative to the S&P 500, vesting over 3 years, and
• newKey NEO Compensation Actions for Fiscal 2026
• new•Cash Compensation Remained Constant: no changes compared to Fiscal 2025 base salary or variable cash opportunity
• new•Increased Target Equity Opportunities: increased target equity opportunities for all NEOs to recognize the complexity and scope of NEOs’ roles and responsibilities; by increasing target equity opportunities, aligned total target pay for all NEOs other than our CEO to reflect their comparable, significant contributions and impact on corporate performance
• new•Continued Increased Rigor of Performance Goals: set the Base Compensation Plan revenue goal for the Fiscal 2026 Variable Cash Plan in line with our record Fiscal 2025 results and the Base Compensation Plan Non-GAAP Operating Income goal for SY PSUs granted in Fiscal 2026 in line with our corresponding Fiscal 2025 Stretch Compensation Plan goal
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• newFiscal 2026 RevenueFiscal 2026 Non-GAAP Operating Income (1)3-Year TSR Relative to S&P 500 (Fiscal 2024 to 2026) (2)Stretch Compensation Plan Goal$160.0 billion (3)$96.0 billion (3)75th percentilePerformance Achievement for Period Ended Fiscal 2026$215.9 billion$137.3 billion100th Percentile (1,055%)
• changed(2) Represents TSR for purposes of the MY PSU performance goal, calculated using cumulative stock price appreciation with dividends reinvested and the average closing stock price for the 60 trading days preceding the start, and preceding and including the last day, of the three-year 3-yearperformance period.
• new(3) Our original Fiscal 2026 Stretch Compensation Plan revenue goal of $190.0 billion was automatically adjusted to $160.0 billion, and our original Fiscal 2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted to $96.0 billion, due to the imposition of additional export controls on the Company’s H20 products during the first half of Fiscal 2026.
• newSee Fiscal 2026 Compensation Actions and Achievements—Performance Metrics and Goals for Executive Compensation below for further discussion of these adjustments.
• changedAs a result of the above performance achievements, each exceeding the CC’s pre-established Stretch Compensation Plan goals, our NEOs earned the maximum payouts possible for our Fiscal 2026 2025Variable Cash Plan, SY PSUs granted in Fiscal 2026 (which remain subject to service-based vesting), 2025,and MY PSUs granted in Fiscal 2024. 2023.
• changed•Competitive •ProvideCompetitivePay: structure competitive NEO target compensation to reflect job impact, scope, and responsibilities, that attracts and retains talent
• changedIn this CD&A, total target pay refers to (i) an NEO’s annual base salary, (ii) target variable cash opportunity, which means the potential payout under our Variable Cash Plan, assuming the Company achieves the associated performance goal at a Base Compensation Plan level, and (iii) target equity opportunity, which means the value of the equity opportunities granted during the year that the CC intended to deliver at grant, deliver,assuming the Company achieves associated performance goals at a Base Compensation Plan level.
• changedWhat We DoWhat We Don’t Doü Emphasize DoüEmphasizeat-risk, performance-based compensation, with simple, objective performance goalsü Use goalsXEnterintoagreementswithNEOsprovidingforspecifictermsofemploymentorseverancebenefitsüUseannual and multi-year performance targets to determine PSU awards earnedü Set earnedXGiveourexecutiveofficersspecialchange-in-controlbenefitsüSetrigorous performance goals and use different metrics for annual and multi-year awardsü Require NEOs to provide continuous service for 4 years to fully vest in RSU awards and SY PSU awards earned based on performanceü Evaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriateü Mitigate compensation risksü Cap performance-based variable cash and PSU payoutsü Retain an independent compensation consultant reporting directly to the independent CCü Require NEOs to maintain meaningful stock ownershipü Maintain a clawback policy for performance-based compensationX Enter into agreements with NEOs providing for specific terms of employment or severance benefitsX Give our executive officers special change-in-control benefitsX Provide awardsXProvideautomatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards)X Give awards)üRequireNEOstoprovidecontinuousservicefor4yearstofullyvestinSYPSUandRSUawardsXGiveNEOs supplemental retirement benefitsX Provide benefitsüEvaluateourprogramannuallybasedonfeedbackfromstockholderengagementeffortsandmakeadjustmentswhenappropriateXProvidetax gross-upsX Pay gross-upsüMitigatecompensationrisksXPaydividends or the equivalent on unearned or unvested equityX Permit equityüCapperformance-basedvariablecashandPSUpayoutsXPermitexecutive officers, employees, or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan (though we do allow participation in certain exchange funds loanüRetainanindependentcompensationconsultantreportingdirectlytotheindependentCCüRequireNEOstomaintainmeaningfulstockownershipüMaintainaclawbackpolicyfor portfolio diversification) performance-basedcompensation
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• changedThe CC’s oversight and decision-making for our Fiscal 2026 2025executive compensation program was a multi-year process:December 2024December 2024 process:November2023December2023March2024March2025April- January 2025March 2025March 2026May 2026CC May2025CCdetermined peer companiesMembers of management and the Board, including our Lead Director and CC Chair, Director,engaged in stockholder outreachCC determined performance goals and approved target compensation levels and PSU and RSU grants, considering consideredstockholder feedback and peer company practicesCC companiesindeterminingperformancegoalsandcompensationCCcertified achievement and payouts for Fiscal 2026 2025Variable Cash Plan, SY PSUs granted in Fiscal 2026 2025and MY PSUs granted in Fiscal 2024*CC 2023*CCoversaw compensation risk assessment; published executive compensation program details in proxy statement
• changed* The CC is expected to certify achievement and payouts for MY PSUs granted in Fiscal 2026 2025by March 2028. 2027.
• changedRoles of the Compensation Committee, CC,Compensation Consultant, and Management
• changedThe roles of (i) our CC, CC;(ii) our independent compensation consultant, Exequity;and (iii) management, including our CEO and Finance CEO,CFO,and Human Resources andLegaldepartments, are summarized below.
• changedFor advice regarding our Fiscal 2026 2025NEO compensation program, our CC utilized Semler Brossy continuedtouseExequityfor its experience working with our CC and with compensation committees at other technology companies.
• changedOur CC analyzed whether Semler Brossy’s Exequity’srole raised any conflict of interests, taking into consideration the following:
• changed•Semler Brossy •Exequitydid not provide any services directly to NVIDIA (although we paid Semler Brossy Exequityon the CC’s behalf);
• changed•The percentage of Semler Brossy’s Exequity’stotal revenue resulting from fees paid by us on the CC’s behalf;
• changed•Semler Brossy’s •Exequity’sconflict of interest policies and procedures;
• changed•Any business or personal relationship between Semler Brossy Exequityand an executive officer, or between Semler Brossy’s Exequity’sindividual compensation advisors and an executive officer or any member of our CC; and
• changed•Any NVIDIA stock owned by Semler Brossy Exequityor its individual compensation advisors.
• changedAfter considering these factors, our CC determined that Semler Brossy’s Exequity’swork did not create any conflict of interests.
• changedOur CC reviews and approves all NEO compensation decisions, with input from Mr. Huang and Semler Brossy. Exequity.
• changedAt the CC’s direction, Semler Brossy Exequityand management recommended a peer group for our Fiscal 2026 2025executive pay program, which the CC approved.
• newSemler Brossy provided data on CEO compensation from the peer group companies to inform the CC on Mr. Huang’s compensation and management gathered peer data from the Radford Global Technology Survey, or the Radford Survey, to inform Mr. Huang’s recommendations for other NEOs’ compensation.
• changedThe CC considered Semler Brossy’s Exequity’sadvice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2026 2025performance goals, goalsthatwereinformedbytheCompany’soperatingplan,before making its final decisions on Fiscal 2026 2025NEO compensation.
• changedThe CC certified compensation payouts for performance periods that concluded at the end of Fiscal 2026 2025under the Variable Cash Plan and for SY PSUs granted in Fiscal 2026 2025and MY PSUs granted in Fiscal 2024. 2023.
• changedThe CC also oversaw management’s Fiscal 2026 2025compensation risk analysis.
• changedWe believe our peers should be companies that compete with us for executive talent, have an established business, asimilarbusinesscomplexityandmarket presence, and complexity similar to NVIDIA, and are of similar comparablesize, measured by revenue or andmarket capitalization at approximately 1/3 - 3.5x 0.5-3.5xours.
• newAfter consulting with management, and based on Semler Brossy’s recommendation, the CC determined in December 2024 that the existing peer group remained appropriate for Fiscal 2026, with the following adjustments: (i) removing Adobe Inc., Advanced Micro Devices, Inc., and SAP SE due to their revenue and market capitalization being below our target range (and also, for Adobe and SAP, because of limited direct business relevance); and (ii) adding Alphabet Inc., Amazon.com, Inc., Apple Inc., and Microsoft Corporation as competitors for talent with revenue and market capitalization being within our target range.
• newThese changes resulted in the following Fiscal 2026 peer group:
• changedFiscal 2026 2025Peer Group
• newAlphabet Inc. (GOOG)Meta Platforms, Inc. (META)Amazon.com, Inc. (AMZN)Microsoft Corporation (MSFT)Apple Inc. (AAPL)Netflix, Inc. (NFLX)Broadcom Inc. (AVGO)Oracle Corporation (ORCL)Cisco Systems, Inc. (CSCO)Qualcomm Incorporated (QCOM)International Business Machines Corporation (IBM)Salesforce, Inc. (CRM)Intel Corporation (INTC)Visa Inc. (V)
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• changedOur CC selected each member of the peer group based on a combination of the factors described above.
• changedAs a result, while some peer companies were outside fellbelowour targeted size range, the CC determined they were still appropriate due to their established businesses and relevance as competitors for talent.
• changedTo determine our Fiscal 2026 2025peer group, the CC reviewed our trailing 12-month revenue (reported through our third quarter results for Fiscal 2025) 2024)and market capitalization as of November 2024. 2023.
• changedFor our NEOs other than our CEO, Mr. Huang reviewed market practices and compensation data from the Radford Survey and peer company proxy data for comparable executives before recommending their Fiscal 2026 compensation for approval by the CC. 2025compensation.
• changedüThe need to attract and retain talent in a highly competitive industryüEach NEO’s unvested equityüInternal equityüStockholderfeedbackregardingourexecutivepayüInternalpay equity relative to similarly situated executivesüStockholder feedback regarding our executive payüThe executivesüThedesire for simplicity of the overall program and transparency of the performance metricsüOur CEO’s recommendations for the NEOs other than himself, NEOs,including his understanding of each NEO’s performance, capabilities, and contributionsüAn NEO’s past performance and anticipated future contributionsüOur CC’s independent judgmentüOur financial performance and forecasted results, as well as our prior financial performance and resulting impact on our executives’ compensationüOur philosophy that an NEO’s total compensation opportunity and percentage of at-risk pay should increase with responsibilityüChanges in the scale and complexity of our businessüThe total compensation cost and the growth in such cost, stockholderdilution,including from executive compensation, to maintain a responsible cost structure for our compensation programs *üEach NEO’s current total compensationüThe scope and complexity of the department(s) or function(s) the NEO manages *SeeNote3,Stock-BasedCompensationofourForm10-Kconsolidatedfinancialstatementsforadiscussionofstock-basedcompensationcost.
• new* See Note 3, Stock-Based Compensation of our Form 10-K consolidated financial statements for a discussion of stock-based compensation cost.
• changedFiscal 2026 2025Compensation Actions and Achievements
• changedIn Fall 2024, 2023,in preparation for Fiscal 2026 2025compensation decisions, we contacted our top institutional stockholders representing an aggregate ownership of 31% of our shares. 31%.
• changedManagement and the Board, including our Lead Director, met with stockholders holding 30% 14%of our shares to discuss a wide range of topics including executive compensation.
• newStockholders provided positive feedback on our linkage of pay and performance and shared their views on multi-year performance goals and long equity vesting terms.
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• newIn response to this feedback and considering our 92% say-on-pay approval rate for Fiscal 2024 NEO compensation, our CC maintained generally the same elements and performance-based metrics for Fiscal 2026, but (i) increased target equity opportunities for all NEOs to recognize the complexity and scope of their roles and responsibilities, (ii) by increasing target equity opportunities, aligned total target pay for all NEOs other than our CEO to reflect their comparable, significant contributions and impact on corporate performance, and (iii) increased the rigor of the Company’s performance-based executive pay opportunities by referencing our record Fiscal 2025 results and Fiscal 2025 Stretch Compensation Plan goals in setting Fiscal 2026 Base Compensation Plan goals to further motivate our NEOs.
• changedIn setting Fiscal 2026 2025compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across multiple pay elements.
• changedFor our other NEOs, Mr. Huang reviewed their total target pay against similarly situated executives at peer companies where the data was available from the Radford Survey, available,considering internal pay equity, individual performance, unvested equity levels, and the increasing complexity of their roles.
• changedThe CC also considered the factors outlined in Factors Used in Determining Executive Compensation and its compensation objectives for Fiscal 2026. 2025.
• changedThe primary components of NVIDIA’s Fiscal 2026 2025executive compensation program are summarized below:
• changedFixed CompensationAt-Risk CompensationBase SalaryVariable CashSY PSUsMY PSUsRSUs (1)FormCashCashEquityEquityEquityWho ReceivesNEOsNEOsNEOsNEOsNEOs (except exceptour CEO, whose equity awards are solely PSUs)Performance CEOPerformanceMeasureN/ARevenue (determines cash 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/APerformance PeriodN/A1 year1 year3 yearsN/AVesting PeriodN/AN/A4 years from grant3 years from grant4 years from grantVesting TermsN/AN/AIf at least Threshold goal achieved, 25% on approximately the 1-year anniversary of the grant date; 6.25% quarterly thereafterIf at least Threshold goal achieved, 100% on approximately the 3-year anniversary of the grant date6.25% vests quarterly from the grant date (2)Timeframe EmphasizedAnnualAnnualLong-termLong-termLong-termPurposeCompensate for expected day-to-day performanceReward for annual corporate financial performanceAlign with stockholder interests by linking NEO pay to annual operational performance and ongoing stock price performance during the vesting periodAlign with long-term stockholder interests by linking NEO pay to multi-year relative shareholder return and ongoing stock price performance during the vesting periodAlign with stockholder interests by linking NEO pay to ongoing stock price performanceMaximum Amount That Can Be EarnedN/A200% of target opportunity under our Variable Cash Plan150% of Mr. Huang’s SY PSU target opportunity and 200% of our other NEOs’ respective SY PSU target opportunityUltimate value delivered depends on stock price on date earned shares vest150% of Mr. Huang’s MY PSU target opportunity and 200% of our other NEOs’ respective MY PSU target opportunityUltimate value delivered depends on stock price on date earned shares vest100% of grantUltimate value delivered depends on stock price on date shares vest
• changed(2) Reflects vesting schedule for annual performanceRSU grants.
• changedWe also provide a limited set of perquisites to our NEOs from time to time.
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• changedFor Fiscal 2026, 2025,the CC decided that cash compensation for all NEOs would remain constant with Fiscal 2025 levels (otherthanforMr.Huang,whosesalaryandtargetvariablecashhadnotbeenadjustedinyears)and that the largest portion of NEOs’ total target pay would remain in the form of at-risk equity.
• changedPSUs and RSUs provide long-term incentives and retention benefits as PSUs require achieving predetermined performance goals, and both PSUs and RSUs are subject to meaningful service-based vesting requirements requirelongerservice(3 years for MY PSUs and 4 years for SY PSUs and RSUs). RSUs)tofullyvest.
• changedGiven Mr. Huang’s position as CEO, to even more tightly align his interests with stockholders, the CC determined that 100% of his equity grants should be at-risk and performance-based. performance-based,totightlyalignhisinterestswithstockholders.
• changedConsistent with prior years, the CC split Mr. Huang’s histarget equity opportunity evenly between SY PSUs (aligned with our annual corporate financial performance) and MY PSUs (aligned with our 3-year relative shareholder return).
• changedFor other NEOs, the CC maintained a proportional adjustedtheequity mix toincreasetheweightingoftargetMYPSUopportunitytofurtheralignNEOand granted stockholderlong-terminterests,resultingin50% of the target equity opportunity grantedas RSUs and 50% as PSUs, with the PSU portion evenly split between SY PSUs and MY PSUs.
• changedFor Fiscal 2026, 2025,the CC decided that increases to each NEO’s total target pay were appropriate in light of the increasingscope and complexity of their roles and responsibilities. responsibilities,andinternalpayequityconsiderations.
• changedThe CC raised Mr. Huang’s total target pay by $3.5 million, or 11%, to $35.5 million, all in the form of equity, $7millionto align more closely with the median of the updated group of peer company CEOs.
• newFor other NEOs, the CC decided, on Mr. Huang’s recommendation, to align their total target pay to $16 million each, to reflect their comparable, significant contributions and impact on corporate performance, by increasing target equity opportunities by $1 to $2.5 million.
• newFor these NEOs, where peer data was available, the increases resulted in their total compensation approximating the 65th percentile of their respective peers.
• changedTo determine the actual number of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC divided the value of the target equity they intended to deliver at grant by the 30-calendar day trailing average closing price of our common stock ending on the last day of the calendar month prior to the date of grant.
• changedThey used this methodology instead of calculating the number of shares of common stock subject to each award based on the stock price on the grant date to smooth the effects of possible market volatility.
• changedThe CC understands that using a historical average stock price can cause the ASC 718 grant date value of an award, as required to be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, to be different than the intended value of the target equity opportunity.
• changedThe CC considered various approaches to granting awards and determined the process described above was isappropriate.
• changedThe target number of SY PSUs would become eligible to vest if the Company achieved Fiscal 2026 2025Non-GAAP Operating Income at Base Compensation Plan.

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