2023
NVIDIA Corporation
Annual Review
Notice of Annual Meeting
Proxy Statement
Form 10-K
“NVIDIA’s Big AI
Moment Is Here”
— Engadget
NVIDIA invented accelerated computing to
solve problems that ordinary computers
can’t. Accelerated computing requires
full-stack invention, from chips, systems,
networking, and acceleration libraries,
all the way to refactoring applications.
The acceleration of deep learning
ignited the big bang of AI. And, with
ChatGPT, generative AI has captured
the world’s imagination. Generative AI is
a new computing platform like the PC,
internet, mobile, and cloud. The iPhone
moment for AI is here. Accelerated
computing and AI have arrived.
“NVIDIA Puts AI at
Center of Latest
GeForce Graphics
Card Upgrade”
— Bloomberg
NVIDIA RTX is the new standard.
Revolutionizing the ways we play and
create, RTX is the most advanced platform
for ray tracing and AI technologies.
Over 400 top games and applications
use RTX to deliver realistic graphics
with a massive performance boost.
And for GeForce NOW Ultimate
members, RTX 4080 SuperPODs
are here, streaming RTX 4080-class
performance from the cloud.
NeMo
Picasso
BioNeMo
NVIDIA AI
NVIDIA Omniverse
NVIDIA DGX SuperPOD
“NVIDIA’s Growing
Momentum in the
Public Cloud”
— Forbes
We extended our business model with
NVIDIA DGX Cloud by partnering with
Microsoft Azure, Google Cloud Platform,
and Oracle Cloud Infrastructure to
instantly bring NVIDIA AI to nearly
every company, from a browser. DGX
Cloud offers customers the best of
NVIDIA and the best of the world’s
leading cloud service providers.
Omniverse is the digital-to-physical
operating system to realize industrial
digitalization. We extended Omniverse
into the cloud through our partnership
with Microsoft Azure. And NVIDIA AI
Foundations will offer language, visual,
and biology model-making services via
the cloud so every company can tap
into the potential of generative AI.
“NVIDIA’s Clara
Ecosystem Is Being
Used by More Than
100 Partners”
— Healthcare IT News
NVIDIA Clara is a healthcare application
framework for imaging, instruments,
genomics, and drug discovery. Drug
discovery is a nearly $2 trillion industry
with $250 billion dedicated to R&D. The
industry is now jumping into generative
AI to discover disease targets, design
novel molecules and protein-based drugs,
and predict the behavior of medicines
in the body. NVIDIA BioNeMo provides
state-of-the-art generative AI models for
drug discovery, available in the cloud.
“NVIDIA Builds Out Its
Omniverse Ecosystem
to Support the
Automotive Metaverse”
— SiliconANGLE
NVIDIA Omniverse is an ideal tool for an
industrial world seeking to digitalize.
Omniverse can simulate the best
possible layouts before the first brick
is placed. The $3 trillion automotive
industry is modernizing all its processes
to take advantage of computing and
AI. BMW Group uses Omniverse to
build a whole factory digital twin before
constructing it physically. Mercedes-
Benz is using NVIDIA DRIVE IX on
Omniverse to design and simulate its
integrated cabins and electronics.
“NVIDIA cuLitho
Computational
Lithography Massively
Accelerates Chip
Design Using GPUs”
— Forbes
NVIDIA’s acceleration libraries solve
new challenges and open new markets.
They connect to applications that
connect to the world’s industries,
forming a network of networks.
NVIDIA cuLitho is a new library that
supercharges computational lithography,
an immense computational workload
in chip design and manufacturing.
The result of over four years of
partnership and collaboration with
TSMC, ASML, and Synopsys, cuLitho
accelerates computational lithography
by over 40X and paves the way for the
industry to go to 2nm and beyond.
Dear NVIDIANs
and Stakeholders,
We had a tough 2022. Our business
companies everywhere to reimagine
into a parallel computing accelerator.
was affected by economic headwinds,
their products and business models.
geopolitical tension, and a product
supply chain that swung from severe
shortage to excess. NVIDIANs rose to
tackle each challenge while inventing
new technologies and capabilities
that position us at the center of
the most exciting opportunities
in the history of computing.
Data center AI and accelerated
workloads are continuing to skyrocket.
Developers are shifting to NVIDIA
NVIDIA acceleration libraries build on
Generative AI is also accelerating
CUDA, and all NVIDIA GPUs are CUDA-
industrial digitalization. The largest
compatible. Four million developers
industries, from auto manufacturing to
are working with CUDA, and that
pharmaceutical, will be reinvented with
number is expanding. It took 12 years
generative AI and become some of the
to reach 2 million developers, but
most advanced technology industries.
we’ve doubled that number in the last
NVIDIA’s body of work is reshaping
the future of computing.
two and a half years. CUDA has been
downloaded more than 40 million times.
A wealth of accelerated applications
Accelerated Computing …
attracts end users, which creates a
accelerated computing as the four-
Accelerated computing is not easy—
decade-long exponential scaling of CPU-
it requires full-stack optimization
based general-purpose computing ends.
from chip architecture, systems, and
ChatGPT, the AI application heard
around the world, showcased the
abilities of generative AI and its
potential to drive industrial productivity
and advance the world’s most significant
scientific challenges. Generative AI
has created a sense of urgency in
acceleration libraries, to refactoring
the applications. Each application
domain requires optimized stacks—
from graphics, imaging, and particle or
fluid dynamics to data processing and
machine learning. NVIDIA pioneered
accelerated computing by extending
the GPU, a 3D graphics accelerator,
GAAP Results
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large market for cloud service providers
and computer makers to serve. This in
turn affords billions in R&D to fuel its
growth. NVIDIA has established the
accelerated computing virtuous cycle.
We help developers achieve incredible
speedups through full-stack invention,
from the chips and systems to the
algorithms and applications they
run. These algorithms are optimized
and packaged into acceleration
libraries, where they help millions
of developers across industries
solve complex problems. NVIDIA has
hundreds of acceleration libraries
that form our core platforms: NVIDIA
RTX for graphics, NVIDIA HPC for
scientific computing, NVIDIA AI for
data science and artificial intelligence,
NVIDIA DRIVE for autonomous
vehicles, and NVIDIA Omniverse for
industrial digitalization applications.
We now offer 300 acceleration libraries
and 400 AI models, with 100 added or
updated in the past year alone, including
cuQuantum for quantum computing,
FY22
FY23
FY22
FY23
FY22
FY23
cuOpt for combinatorial optimization,
and the new cuLitho, which addresses
For computing to be sustainable, data
“LLMs, such as GPT-3 (Generative Pre-
the single largest computation workload
centers must accelerate every workload
trained Transformer 3), are known for
in chip design and manufacturing:
possible. NVIDIA pioneered accelerated
their high capacity to learn from large
computational lithography. The product
computing and has built a large
datasets and generate coherent and
of close collaborations for over four
installed base and a rich ecosystem
contextually relevant text. These models
years with TSMC, ASML, and Synopsys,
of developers and applications
use deep neural networks with multiple
cuLitho can reduce mask creation time
available everywhere. Accelerated
layers to capture complex patterns
from two weeks to overnight and enable
computing is sustainable computing,
and representations in language data.
500 NVIDIA DGX H100 systems to
bending the energy consumption
LLMs can understand the nuances of
achieve the same work as 40,000 CPU
trendline away from runaway growth
language, including grammar, syntax,
systems. That’s 1/8 of the space needed
and toward a sustainable future.
context, and meaning, and can generate
and 1/9 of the power to achieve current
text that is often difficult to distinguish
results with NVIDIA systems. Most
The iPhone Moment For AI
from text written by humans.
importantly, it provides the chip industry
a platform for the next leap into the next
chip design and manufacturing miracle.
It operates near the limits of physics:
high-numerical aperture extreme
ultraviolet lithography. This process
will require radical algorithms such as
ChatGPT has taken the world by
storm. Hundreds of millions of people
worldwide have been captivated
by its abilities. Companies in new
and established industries are
racing to explore its potential.
inverse lithography and AI approaches
The foundation of ChatGPT is a large
for continued scaling to 2nm and beyond.
language model (LLM). According
… Is Sustainable Computing
The exponential growth trend in CPU
computing performance coupled
with only moderate power and cost
increases is no more. Data centers are
already about 1-2% of global electricity
consumption and that consumption
is expected to continue to grow. This
continued growth is not sustainable
for operating budgets and our planet.
to ChatGPT itself, an LLM is:
“A large language model refers to a type
of artificial intelligence (AI) model trained
on a vast amount of text data to generate
human-like text responses. Language
models understand and generate human
language, and they can perform a wide
range of tasks, such as answering
questions, summarizing text, translating
languages, and generating text content.
“LLMs have many potential applications
in various domains, including
natural language processing (NLP),
conversational AI, content generation,
language translation, and more.”
LLMs can learn the representation of
information that has structure from
human language, music, images, and
even proteins and chemicals. The
potential of generative AI models to
amplify human productivity is incredible.
Impacts will be felt in industries ranging
from healthcare and financial services,
to design, art, and entertainment.
LLMs are trained with NVIDIA DGX
AI supercomputers. An LLM neural
network model with tens of billions of
artificial neurons learns by processing
trillions of bytes of data. This requires
thousands of GPUs connected by high-
perform incredible, seemingly intelligent
speed networking running in unison.
tasks. The remarkable ease of use let
A New Computing
Era Has Arrived
ChatGPT reach over 100 million users
in just a few months, making it the
fastest-growing application in history.
Throughout history, we have witnessed
the emergence of various computing
So, what’s next?
eras driven by the convergence
of multiple technologies.
From the advent of personal
computers, to the internet, cloud,
and mobile computing, and now
artificial intelligence, each wave has
expanded the realm of computing.
Each has narrowed the technology
divide, putting computers, the
instrument of knowledge, into
the hands of more people.
The PC took over 20 years from the
launch of the IBM PC to reach a billion
people and transform education and
businesses in every industry. Only
five years after the iPhone launch,
smartphones, with simple-to-use touch
interfaces and powerful computing in
the cloud, put incredible applications
in the hands of a billion people.
AI is a new wave of computing that
requires no programming skills and is
prompted in plain human language to
NVIDIA DGX and AI
Cloud Within The
World’s Best Clouds
Applying generative AI to each
industry requires domain expertise
and training data, LLMs and safety
systems, AI supercomputing
infrastructure, and expertise.
NVIDIA is building a new AI service
that helps companies build their own
LLM AI factories that produce and
refine their company’s intelligence.
The service consists of the
NVIDIA AI Foundations custom
LLM model-making system, the
NVIDIA DGX AI supercomputing
infrastructure, NVIDIA AI inference
platforms, and experts to assist.
Like autonomous vehicles that require
rigorous functional and active safety
technologies, generative AI systems
must be supported by technologies
for safety and trustworthiness.
Researchers and industry are creating
technologies that align models to values
and principles, augment models with
factual knowledge bases, and provide
guardrails to limit models within the
operating domains of use. Although
safety and trustworthiness remain
vast domains for ongoing research,
well-regarded tools, methods, and
These services and platforms can be
practices are already proliferating.
available in a company’s on-premises
And while general-purpose AI continues
to advance, companies can build custom
data centers or through the world’s
leading cloud service providers.
LLMs specialized for their industry.
NVIDIA AI Foundations is a cloud
Learning from their proprietary data,
service—a foundry—for building custom
companies in healthcare, financial
language models and generative
services, retail, manufacturing, and
AI. It is comprised of language,
more will train generative AI models to
visual, and biology model-making
automate their companies and tasks
services. Customers can use NVIDIA
that are valuable to their customers.
AI Foundations to create, refine, and
operate custom LLMs and generative
AI trained with their proprietary data
and for their domain-specific tasks.
The pharmaceutical industry is a top
focus of NVIDIA AI Foundations. It can
cost $2 billion and take 10-15 years of
research to bring a new drug to market.
Using our service and working with our
researchers, customers can use our
pretrained and optimized biology LLMs
to accelerate early-stage drug discovery
workflows from months to weeks.
Amgen, AstraZeneca, Insilico, Evozyne,
Innophore, and Alchemab Therapeutics
are all early-access users. Generative
AI will transform drug discovery.
GeForce Revolutionized AI.
AI Revolutionizes GeForce
GeForce for gaming is NVIDIA’s
technology driving force. The technology
demand to create realistic and
interactive virtual worlds is insatiable.
And the gaming market continues
to expand. From a zero-billion-dollar
market 30 years ago, there are over
a billion PC gamers today. Someday,
nearly everyone will be a gamer. And
games will be incredibly realistic.
The technologies necessary are ray
tracing, physics simulations, digital
humans, and generative AI—the
technologies that NVIDIA GPUs enable.
The future of gaming started 12 years
ago when AI researchers discovered the
math processing prowess of NVIDIA
GeForce gaming GPUs with CUDA-
accelerated computing to realize the
effectiveness of deep learning. This
ignited the big bang of modern AI.
Coming full circle, AI is now
revolutionizing the GPU, computer
graphics, and gaming technologies.
capability of a generative AI that
NVIDIA DGX AI supercomputers
trained—learn once, save energy for
hundreds of millions of gamers.
DLSS 3 is a big deal in many ways.
Neural rendering is an entirely new
way of doing computer graphics and
is the technology for the next leap
in virtual world generation. But it is
also direct evidence that accelerated
We introduced programmable shaders
computing and AI are the ways to
a quarter century ago, revolutionizing
sustainable computing for the planet.
3D graphics. Five years ago, we
launched NVIDIA RTX, opening a new
frontier. This year, we introduced the
next breakthrough in AI-powered
graphics: DLSS 3. It is one of our
greatest neural rendering inventions.
DLSS 3 generates entirely new frames
rather than just pixels, boosting
performance over 4X vs. rendering.
Imagine an AI model that runs on
Like NVIDIA DGX and NVIDIA AI, NVIDIA
RTX has leaped into the cloud. This year,
we unveiled the GeForce NOW Ultimate
membership tier, delivering GeForce
RTX 4080-class performance with
NVIDIA Reflex, ray tracing, and DLSS
3. With 25 million members worldwide
in 100+ countries, GeForce NOW serves
more games to more countries than
any other gaming service. NVIDIA
GeForce but learns to create beautiful
and Microsoft signed a 10-year deal
images on a DGX AI supercomputer.
to bring the Xbox PC game library to
DLSS 3 learned to generate seven out
GeForce NOW. Members will be able
of every eight pixels in a scene. The
speedup, image quality improvement,
and energy saved are incredible.
Every NVIDIA RTX gamer can enjoy
the automated pixel-prediction
to stream top game franchises such
as Halo, Minecraft, Elder Scrolls, and
other titles from Bethesda, Mojang
Omniverse: Connecting Our
Physical And Digital Worlds
The largest and most impactful
industries make and operate physical
things—from electronic devices, cars,
buildings, factories, warehouses to
luxury goods and life-saving medicine.
They make physical things but want
to build and operate them digitally. To
do so, a new type of operating system
that is physically based is needed—one
that understands the laws of physics.
NVIDIA Omniverse, our platform for
industrial digitalization, builds virtual
representations of physical things
and assets—creating digital twins
and connecting digital and physical
worlds. Omniverse enables industries
grounded in physical processes to
become software-defined, realize
unified digitalization, and connect
large, highly skilled teams.
This year, we announced Omniverse
Cloud, making it easier to develop,
deploy, and operate industrial
digitalization applications from nearly
anywhere, on almost any device.
Studios, and Activision, pending the
NVIDIA is partnering with Microsoft
closure of Microsoft’s acquisition.
to bring Omniverse to hundreds of
millions of Microsoft 365 and Azure
› Mercedes-Benz and Jaguar Land Rover
Looking Ahead
users. Omniverse Cloud connects
are both using Omniverse to generate
to the Microsoft 365 productivity
scenarios to test and validate the next
suite, including Teams, OneDrive, and
generation of autonomous vehicles.
Driving Automotive Growth
Generative AI and digitalization are
reshaping the $3 trillion automotive
industry, from design and engineering
to manufacturing, autonomous
driving, and customer experience.
NVIDIA is at the epicenter of this
industrial transformation, with a
$14 billion automotive design win
pipeline over the next six years.
Accelerated computing and AI
have arrived. We must accelerate
every possible workload to reclaim
power so that computing can be
sustainable. Generative AI has created
a new computing platform, like the
PC, internet, and mobile cloud. More
than 40,000 companies are already
running on NVIDIA to speed up, scale
up, and unlock previously impossible-
to-solve problems. And our new DGX
Cloud partnerships with the world’s
leading cloud service providers,
NVIDIA AI Foundation custom model-
SharePoint, and to Azure IoT Digital
Twins services. This partnership will
help connect the world’s industries
to Omniverse Cloud—hosted
in Azure and benefiting from
Microsoft’s rich storage, security,
applications, and services portfolio.
Omniverse can simulate the
best possible factory and store
layouts before laying the first
brick. Utilizing digital twins reduces
last-minute surprises, change
orders, and plant opening delays.
Developing self-driving cars is one of our
making foundry, and Omniverse
most complex AI challenges. It requires
Cloud services will further accelerate
Virtual factory integration can save
two computers: an AI factory in the
billions for the world’s factories.
data center refining and testing the AI
software and the AI computer in the car.
our engagement with the world’s
industries as they race to reinvent
themselves in this new computing era.
Some of the most significant companies
in the world are using Omniverse
to digitalize their operations.
Hundreds of partners across the
automotive ecosystem are now
developing software on NVIDIA
› Amazon Robotics is using Omniverse
DRIVE, including 20 of the top 30
to build AI-enabled digital twins of
its warehouses to better optimize
manufacturers building new energy
vehicles, many of the industry’s tier-
warehouse design and flow and train
one manufacturers and top software
more intelligent robotic solutions.
makers, plus eight of the largest 10
› Lowe’s is using Omniverse to design,
trucking and robotaxi companies.
build, and operate digital twins of
its stores to optimize operations.
› BMW Group is using Omniverse to
build a fully functioning factory digital
twin before building it in the real world.
We faced many storms last year
but did magnificent work through
it all. I could not be prouder of
our employees and more excited
to build the future together.
Jensen Huang
CEO and Founder, NVIDIA
May 2023
NVIDIA Corporation
Notice of 2023 Annual Meeting
Proxy Statement and Form 10-K
Forward-Looking Statements
Certain statements in this document including, but not limited to, statements as to: the impact, benefits, abilities, features, performance, and
availability of our products, services, and technologies, including CUDA, NVIDIA GPUs and acceleration libraries, NVIDIA RTX, NVIDIA HPC, NVIDIA
AI and AI Inference platforms, NVIDIA DRIVE, NVIDIA Omniverse including Omniverse Cloud, cuQuantum, cuOpt, cuLitho, NVIDIA DGX H100
systems, NVIDIA DGX AI supercomputers and supercomputing infrastructure, NVIDIA AI Foundations, GeForce NOW, DLSS 3, NVIDIA Reflex,
DGX Cloud and SuperPOD, NeMo, Picasso, BioNeMo, and NVIDIA Clara; data center AI and accelerated workloads continuing to skyrocket;
developers shifting to NVIDIA accelerated computing; the potential of generative AI to drive industrial productivity and advance the world’s most
significant scientific challenges; generative AI accelerating industrial digitalization and the largest industries including auto, manufacturing, and
pharmaceutical being reinvented with generative AI and becoming some of the most advanced technology industries; NVIDIA reshaping the
future of computing; the number of developers working with CUDA expanding; data center consumption of global electricity continuing to grow
and the impact thereof; data centers needing to accelerate every workload possible for computing to be sustainable; accelerated computing
bending the energy consumption trendline away from runaway growth and toward a sustainable future; companies racing to explore the
potential of ChatGPT; the abilities and impact of LLMs; the potential of generative AI models to amplify human productivity and its impacts
being felt in industries ranging from healthcare and financial services, to design, art, and entertainment; the potential of AI and the future of AI
as a new wave of computing; the proliferation of well-regarded tools, methods, and practices for safety and trustworthiness; general-purpose
AI continuing to advance; companies learning from their proprietary data to train generative AI models to automate tasks that are valuable to
their customers; generative AI transforming drug discovery; the insatiable demand to create realistic and interactive virtual worlds and the
gaming market’s continued expansion; the future of gaming, including nearly everyone being a gamer someday and games being incredibly
realistic; AI revolutionizing the GPU, computer graphics, and gaming technologies; accelerated computing and AI being the ways to sustainable
computing for the planet; some of the most significant companies in the world using Omniverse to digitalize their operations; generative AI and
digitalization reshaping the automotive industry; our automotive design win pipeline; our collaborations and partnerships with third parties and
the benefits and impact thereof; our growth drivers and opportunities; and our markets, market position, and strategies are forward-looking
statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors
that could cause actual results to differ materially include: global economic conditions; our reliance on third parties to manufacture, assemble,
package and test our products; the impact of technological development and competition; development of new products and technologies or
enhancements to our existing product and technologies; market acceptance of our products or our partners' products; design, manufacturing
or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of
performance of our products or technologies when integrated into systems; as well as other factors detailed from time to time in the most
recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K
and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company's website and are available from NVIDIA
without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except
as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
Date and time:
Thursday, June 22, 2023 at 11:00 a.m. Pacific Daylight Time
Location:
Virtually at www.virtualshareholdermeeting.com/NVDA2023
Items of
business:
• Election of thirteen directors nominated by the Board of Directors
• Advisory approval of our executive compensation
• Advisory approval of the frequency of holding a vote on our executive compensation
• Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for fiscal year 2024
• Transaction of other business properly brought before the meeting
Record date:
You can attend and vote at the annual meeting if you were a stockholder of record at the close of
business on April 24, 2023.
Stockholder list: A list of stockholders entitled to vote at the close of business on the record date will be available
during the annual meeting at www.virtualshareholdermeeting.com/NVDA2023 and at our
headquarters, 2788 San Tomas Expressway, Santa Clara, California, for 10 days prior to the annual
meeting to registered stockholders for any legally valid purpose related to the annual meeting. To
schedule an appointment to view the stockholder list during the 10 days prior to the annual meeting,
please contact us at shareholdermeeting@nvidia.com.
Virtual meeting
admission:
We will be holding our annual meeting virtually at www.virtualshareholdermeeting.com/NVDA2023.
To participate in the annual meeting, you will need the control number included on your notice of
proxy materials or printed proxy card.
Pre-meeting
forum:
To communicate with our stockholders in connection with the annual meeting, we have established a
pre-meeting forum located at www.proxyvote.com where you can submit advance questions.
Your vote is very important. Whether or not you plan to attend the virtual annual meeting, PLEASE VOTE YOUR SHARES.
As an alternative to voting during the virtual annual meeting, you may vote in advance online, by telephone or, if you have
elected to receive a paper proxy card in the mail, by mailing the completed proxy card.
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on
June 22, 2023. This Notice, our Proxy Statement, our Annual Report on Form 10-K, and our Annual Review are available at
www.nvidia.com/proxy.
By Order of the Board of Directors
Timothy S. Teter
Secretary
2788 San Tomas Expressway, Santa Clara, California 95051
May 8, 2023
TABLE OF CONTENTS
Page
DEFINITIONS
BUSINESS OVERVIEW
PROXY SUMMARY
PROXY STATEMENT
Information About the 2023 Meeting
Proposal 1—Election of Directors
Director Qualifications and Nomination of Directors
Our Director Nominees
Information About the Board of Directors and Corporate Governance
Independence of the Members of the Board of Directors
Board Leadership Structure
Committees of the Board of Directors
Role of the Board in Risk Oversight
Corporate Governance Policies of the Board of Directors
Stockholder Communications with the Board of Directors
Majority Vote Standard
Board Meeting Information
Corporate Responsibility
Director Compensation
Review of Transactions with Related Persons
Security Ownership of Certain Beneficial Owners and Management
Proposal 2—Advisory Approval of Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Risk Analysis of Our Compensation Plans
Summary Compensation Table for Fiscal 2023, 2022 and 2021
Grants of Plan-Based Awards for Fiscal 2023
Outstanding Equity Awards as of January 29, 2023
Option Exercises and Stock Vested in Fiscal 2023
Employment, Severance and Change-in-Control Arrangements
Potential Payments Upon Termination or Change-in-Control
Pay Ratio
Pay Versus Performance
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Proposal 3—Approval of Frequency of Executive Compensation
Proposal 4—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2024
Fees Billed by the Independent Registered Public Accounting Firm
Report of the Audit Committee of the Board of Directors
Equity Compensation Plan Information
Additional Information
Other Matters
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This Proxy Statement contains forward-looking statements. All statements other than statements of historical or current facts, including statements regarding
our environmental, social and corporate governance plans and goals, made in this document are forward-looking. Forward-looking statements are based on our
management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by
terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar
expressions intended to identify forward-looking statements. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could
cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended January
29, 2023.
2
DEFINITIONS
2007 Plan
AI
AC
ASC 718
Base Operating Plan
Board
CAP
CC
CD&A
CEO
CFO
NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
Artificial intelligence
Audit Committee of the Board
FASB Accounting Standards Codification Topic 718: Compensation - Stock Compensation
Performance goal necessary to earn the target award under the Variable Cash Plan and for the target number
of SY PSUs to become eligible to vest
The Company’s Board of Directors
“Compensation actually paid,” as defined under Item 402(v) of Regulation S-K
Compensation Committee of the Board
Compensation Discussion and Analysis
Chief Executive Officer
Chief Financial Officer
Charter
Control Number
CR
The Company’s Restated Certificate of Incorporation
Identification number for each stockholder included in Notice or proxy card
Corporate responsibility
ERM
ESPP
Exchange Act
FASB
Fiscal 20__
Form 10-K
GAAP
Internal Revenue
Code
Lead Director
Meeting
MY PSUs
Nasdaq
NCGC
NEOs
Non-GAAP Operating
Income
Notice
NVIDIA, Company,
we, us, our
NYSE
PACs
PSU
PwC
RBA
RSU
S&P 500
SEC
Section 162(m)
Securities Act
Stretch
Enterprise risk management
NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
Securities Exchange Act of 1934, as amended
Financial Accounting Standards Board
The Company’s fiscal year ended on the last Sunday in January of the stated year
The Company’s Annual Report on Form 10-K for Fiscal 2023 filed with the SEC on February 24, 2023
Generally accepted accounting principles in the United States
U.S. Internal Revenue Code of 1986, as amended
Lead independent director
Annual Meeting of Stockholders
Multi-year PSUs with a three-year performance metric, vesting after three years
The Nasdaq Stock Market LLC
Nominating and Corporate Governance Committee of the Board
Named Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated
executive officers as of the end of Fiscal 2023
GAAP operating income, as the Company reports in its SEC filings, excluding stock-based compensation
expense, acquisition termination cost, acquisition-related costs, restructuring costs, IP-related costs, legal
settlement costs, contributions and other costs. Please see Reconciliation of Non-GAAP Financial Measures in
our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results
Notice of Internet Availability of Proxy Materials
NVIDIA Corporation, a Delaware corporation
New York Stock Exchange
Political action committees
Performance stock unit
PricewaterhouseCoopers LLP
Responsible Business Alliance
Restricted stock unit
Standard & Poor’s 500 Composite Index
U.S. Securities and Exchange Commission
Section 162(m) of the Internal Revenue Code
Securities Act of 1933, as amended
Performance goal necessary for the maximum number of MY PSUs to become eligible to vest
Stretch Operating
Plan
SY PSUs
Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum
number of SY PSUs to become eligible to vest
PSUs with a single-year performance metric, vesting over four years
Target
Performance goal necessary for the target number of MY PSUs to become eligible to vest
Threshold
TSR
Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY
PSUs to become eligible to vest
Total shareholder return
Variable Cash Plan
The Company’s variable cash compensation plan
3
BUSINESS OVERVIEW
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. We specialize in
markets in which our computing platforms can provide tremendous acceleration for applications.
Fiscal 2023 Results
Revenue
$27.0 billion
Gross Margin
Operating Income
Diluted EPS
56.9%
$4.2 billion
$1.74
flat year on year
down 8.0 points year on year
down 58% year on year
down 55% year on year
Fiscal 2023 Reportable Segments
Our two reportable segments are “Compute & Networking” and “Graphics”:
Compute & Networking
Graphics
All Other*
Consolidated
Revenue
Operating
Income (Loss)
$15.1 billion
$11.9 billion
up 36% year on year
down 25% year on year
—
$27.0 billion
flat year on year
$4.2 billion
$5.1 billion
$4.6 billion
up 11% year on year
down 46% year on year
$(5.5) billion
down 58% year on year
* Includes expenses that our chief operating decision maker does not assign to either Compute & Networking or Graphics for purposes
of making operating decisions or assessing financial performance.
Our platforms address four large markets where our expertise is critical:
Fiscal 2023 Market Platforms
Data Center
Gaming
$15.0 billion revenue
$9.1 billion revenue
Professional
Visualization
$1.5 billion revenue
Automotive
$0.9 billion revenue
up 41% year on year
down 27% year on year
down 27% year on year
up 60% year on year
4
Recent business highlights include:
Recent Highlights
•
•
•
•
•
The NVIDIA Hopper GPU architecture and ramp of the first products based on the architecture, including the
NVIDIA H100 Tensor Core GPU
NVIDIA cloud services, including:
◦
◦
◦
NVIDIA DGX Cloud, an AI supercomputing service that gives enterprises immediate access to the
infrastructure and software needed to train advanced models for generative AI and other
groundbreaking applications. NVIDIA has partnered with leading cloud service providers to host these
services in their data centers
NVIDIA AI Foundations, a set of cloud services that advance enterprise-level generative AI and enable
customization across use cases in areas such as text, visual content, and biology
NVIDIA Omniverse Cloud, a platform-as-a-service giving instant access to a full-stack environment to
design, develop, deploy and manage industrial metaverse applications
New inference platforms for generative AI inflection
The new Ada Lovelace GPU architecture, and introduction of the first products based on Ada. We also introduced
NVIDIA DLSS 3 for over 50 games and applications and brought GeForce RTX 4080-class performance to the
GeForce NOW Ultimate membership tier
Production of the NVIDIA DRIVE Orin autonomous vehicle system-on-a-chip and introduction of next-generation
NVIDIA DRIVE Thor
Fiscal 2023 Returns to Shareholders
Total Shareholder Return*
Total Capital Returned to Shareholders
*Represents cumulative stock price appreciation with dividends
reinvested and is measured for the applicable fiscal year periods
based on our closing stock price of $203.65 on the last trading
day of Fiscal 2023.
Please see our Form 10-K for more financial information for Fiscal 2023.
5
PROXY SUMMARY
This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the
information that you should consider, and you should read the entire proxy statement carefully before voting.
2023 Annual Meeting of Stockholders
Date and time:
Location:
Record date:
Thursday, June 22, 2023 at 11:00 a.m. Pacific Daylight Time
Virtually at www.virtualshareholdermeeting.com/NVDA2023
Stockholders as of April 24, 2023 are entitled to vote
Admission to meeting:
You will need your Control Number to attend the 2023 Meeting
Voting Matters and Board Recommendations
A summary of the 2023 Meeting proposals is below. Every stockholder’s vote is important. Our Board urges you to vote
your shares FOR Proposals 1, 2 and 4 and 1 YEAR for Proposal 3.
Matter
Management Proposals:
Page
Board
Recommends
Vote Required
for Approval
Effect of
Abstentions
Effect of
Broker Non-
Votes
1
Election of thirteen directors
15
FOR each
director
nominee
Advisory approval of our
executive compensation
43
FOR
Advisory approval of the
frequency of holding an advisory
vote on our executive
compensation
66
1 YEAR
Ratification of the selection of
PwC as our independent
registered public accounting
firm for Fiscal 2024
67
FOR
2
3
4
More FOR than
AGAINST votes
Majority of
shares present, in
person or
represented by
proxy, and
entitled to vote
on this matter
Majority of
shares present, in
person or
represented by
proxy, and
entitled to vote
on this matter (1)
Majority of
shares present, in
person or
represented by
proxy, and
entitled to vote
on this matter
None
None
Against
None
Against
None
Against
N/A (2)
(1) If none of the four choices for this proposal receive an affirmative vote from holders of a majority of the shares present, in person or represented by
proxy, and entitled to vote on this matter, the Board will consider the choice that receives the highest number of votes as the choice supported by our
stockholders
(2) Because this is a routine proposal, there are no broker non-votes
6
Election of Directors (Proposal 1)
The following table provides summary information about each director nominee:
Name
Robert K. Burgess
Tench Coxe
John O. Dabiri
Persis S. Drell
Jen-Hsun Huang
Dawn Hudson
Harvey C. Jones
Michael G. McCaffery
Stephen C. Neal
Lead Director (5)
Mark L. Perry
Lead Director (5)
A. Brooke Seawell
Aarti Shah
Mark A. Stevens
Age
65
Director
Since
2011
65
43
67
60
65
70
69
74
67
75
58
63
1993
2020
2015
1993
2013
1993
2015
2019
2005
1997
2020
2008
(6)
Independent
Financial
Expert (1) Committee Membership
Other Public
Company Boards
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
CC
CC
CC
NCGC
CC Chairperson
CC, NCGC Chairperson (3)
AC Chairperson (4)
NCGC Chairperson (3)
AC, NCGC
AC Chairperson (4)
AC
AC, NCGC
1
2 (2)
1
1
(1) For purposes of qualifying as an AC financial expert
(2) Ms. Hudson is not seeking re-election to Modern Times Group MTG AB’s board of directors effective as of MTG’s 2023 annual general meeting
(3) Mr. Jones will serve as NCGC Chairperson until our 2023 Meeting, at which time Mr. Neal will take over as NCGC Chairperson
(4) Mr. McCaffery will serve as AC Chairperson until our 2023 Meeting, at which time Mr. Seawell will take over as AC Chairperson
(5) Mr. Perry will serve as Lead Director until our 2023 Meeting, at which time Mr. Neal will take over as Lead Director
(6) Previously served as a member of our Board from 1993 until 2006
Recent Refreshment, Board Demographics and Nominee Qualifications
Our director nominees exhibit a variety of competencies, professional experience, and backgrounds, and contribute
diverse viewpoints and perspectives to our Board. While the Board benefits from the experience and institutional
knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas through the
appointment of two new directors since 2020. The Board also regularly rotates committee membership and chairpersons
to promote a diversity of viewpoints on the Board committees.
The Board and the NCGC has identified and continue to seek highly qualified women and individuals from
underrepresented groups to include in the initial pool of potential director nominees, as discussed below under Director
Qualifications and Nomination of Directors. The Board’s commitment to achieving a diverse and inclusive membership is
demonstrated by our director nominees. Three of our directors are women and three are ethnically and/or racially diverse.
Our two newest members enhance the Board’s gender, ethnic and/or racial diversity. We expect Board diversity to
increase before our 2024 Meeting.
Nominee Demographics
7
Nominee Skills, Competencies and Attributes
Below are the skills, competencies and attributes that our NCGC and Board consider important for our directors to have
considering our current business and future market opportunities, and the director nominees who possess them:
Senior
Leadership
&
Operations
Experience
Industry
&
Technical
Financial /
Financial
Community
Governance
& Public
Company
Board
Emerging
Technologies
& Business
Models
Marketing,
Communications
& Brand
Management
Regulatory,
Legal & Risk
Management
Human
Capital
Management
Experience
Diversity
Burgess
Coxe
Dabiri
Drell
Huang
Hudson
Jones
McCaffery
Neal
Perry
Seawell
Shah
Stevens
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
Corporate Governance Highlights
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
Our Board is committed to strong corporate governance to promote the long-term interests of the Company and our
stockholders. We seek a collaborative approach to stockholder issues that affect our business and to ensure that our
stockholders see our governance and executive pay practices as well-structured. In the Fall of 2022, we contacted our
top institutional stockholders, representing an aggregate ownership of 32%, to gain insights into their views on corporate
governance, environmental and social practices, and diversity and inclusion.
Highlights of our corporate governance practices include:
ü All Board members independent, except for our CEO
ü Independent Lead Director
ü Proxy access
ü Declassified Board
ü Majority voting for directors
ü Active Board oversight of enterprise risk and risk
management
ü 75% or greater attendance by each Board member
at meetings of the Board and applicable
committees
ü Independent directors frequently meet in executive
sessions
ü At least annual Board and committee self assessments
ü Annual stockholder outreach, including Lead Director
participation
ü Stock ownership guidelines for our directors and NEOs
Advisory Approval of Executive Compensation for Fiscal 2023 (Proposal 2)
We are asking our stockholders to cast a non-binding vote, also known as “say-on-pay,” to approve our NEOs’
compensation. The Board believes that our compensation policies and practices are effective in achieving our goals of
paying for performance; providing competitive pay so that we may attract and retain a high-caliber executive team;
aligning our executives’ interests with those of our stockholders to create long-term value; and achieving simplicity and
transparency with our compensation program. The Board and our stockholders have approved holding our “say-on-pay”
votes annually.
Executive Compensation Highlights
Our executive compensation program is designed to pay for performance. We utilize compensation elements that align
our NEOs’ interests with those of our stockholders to create long-term value. Our NEO pay is heavily weighted toward
performance-based, “at-risk” variable cash and long-term equity awards that are only earned if the Company achieves
pre-established corporate financial metrics, but capped at a maximum of 200% of target (or 150% of target for our CEO’s
PSUs). For the last several years, over 90% of our CEO’s, and over 50% of our other NEOs’, target pay has been
performance-based and at-risk, and 100% of our CEO’s equity awards have been in the form of PSUs only.
8
At our 2022 Meeting, approximately 93% of the votes cast approved the compensation paid to our NEOs for Fiscal 2022.
After considering this advisory vote and the feedback from our annual stockholder outreach, our CC concluded that our
program effectively aligned executive pay with stockholder interests. Therefore, the CC maintained the same elements
and metrics for Fiscal 2023 executive compensation, but (i) increased the proportion of “at-risk” target pay, and (ii) set the
Threshold performance goals for revenue and Non-GAAP Operating Income above record-level Fiscal 2022 results, both of
which further aligned corporate performance and executive pay.
Financial Performance and Link to Executive Pay
As described further in our CD&A, a significant portion of our executive pay opportunities are tied to the achievement of
financial measures that drive business value and contribute to our long-term success. The table below shows our goals
for the applicable periods that were completed at the end of Fiscal 2023 and their respective impact on our executive
pay.
PERFORMANCE GOALS
Variable Cash Plan
SY PSUs
MY PSUs
Fiscal 2023
Revenue
Payout as a
% of Target
Opportunity
$29.6 billion
50%
Fiscal 2023
Non-GAAP
Operating
Income (1)
$13.2 billion
Shares Eligible
to Vest as a %
of Target
Opportunity
50%
Fiscal 2021 to
2023
Relative TSR
25th percentile
Shares Eligible
to Vest as a %
of Target
Opportunity
25%
$33.5 billion
100%
$15.8 billion
$38.0 billion
200%
$18.3 billion
100%
CEO 150%;
Other NEOs
200%
50th percentile
75th percentile
100%
CEO 150%;
Other NEOs
200%
PERFORMANCE ACHIEVEMENT AND PAYOUTS
Variable Cash Plan
SY PSUs
MY PSUs
$27.0 billion revenue (2)
$9.0 billion Non-GAAP
Operating Income (1) (2)
99th percentile 3-year TSR
relative to S&P 500 (2)
0%
0%
CEO 150%; Other NEOs 200%
Threshold
Base Operating Plan
(Target for MY PSUs)
Stretch Operating Plan
(Stretch for MY PSUs)
Performance
Achievement for Period
Ended Fiscal 2023
Payout as % of Target
Opportunity
(1) See Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results.
(2) See Performance Metrics and Goals for Executive Compensation in our CD&A for a description and further discussion of revenue, Non-GAAP Operating
Income and 3-year relative TSR.
Advisory Approval of the Frequency of Holding a Vote on Executive Compensation (Proposal 3)
We are asking our stockholders to cast a non-binding vote, also known as “say-on-frequency,” to indicate their preference
regarding how frequently we should solicit a non-binding advisory vote on the compensation of our NEOs. Accordingly, we
are asking stockholders to indicate whether they would prefer an advisory vote every one, two or three years. The Board
recommends holding our “say-on-frequency” votes annually.
Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2024 (Proposal 4)
Although not required, we are asking our stockholders to ratify the AC’s selection of PwC as our independent registered
public accounting firm for Fiscal 2024 because we believe it is a matter of good corporate practice. If our stockholders do
not ratify the selection, the AC will reconsider the appointment, but may nevertheless retain PwC. Even if the selection is
ratified, the AC may select a different independent registered public accounting firm at any time if it determines that
such a change would be in the best interests of NVIDIA and our stockholders.
9
Corporate Responsibility
NVIDIA invents computing technologies that enable scientists, engineers, designers, researchers, and developers to
improve lives and address global challenges. Our goal is to integrate sound CR principles and practices into every aspect
of the Company. This proxy statement covers the following CR topics:
10
NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 486-2000
____________________________________________________
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS - JUNE 22, 2023
____________________________________________________
Information About the 2023 Meeting
Your proxy is being solicited for use at the 2023 Meeting on behalf of the Board. Our 2023 Meeting will take place
virtually on Thursday, June 22, 2023 at 11:00 a.m. Pacific Daylight Time.
Virtual Meeting Philosophy and Benefits
The Board believes that holding the 2023 Meeting in a virtual format invites stockholder participation, while reducing the
costs to stockholders and the Company associated with an in-person meeting. This balance allows the 2023 Meeting to
remain focused on matters directly relevant to the interests of stockholders in an efficient way. We have designed the
virtual format to protect stockholder rights, including by offering multiple opportunities to ask questions, publishing
answers to questions received before or during the 2023 Meeting on our Investor Relations website, and providing an
archived copy of the webcast after the 2023 Meeting.
Meeting Attendance
If you were an NVIDIA stockholder as of the close of business on the April 24, 2023 record date, or if you hold a valid
proxy, you can attend, ask questions during, and vote at our 2023 Meeting at www.virtualshareholdermeeting.com/
NVDA2023. Our 2023 Meeting will be held virtually; use the Control Number included on your Notice or printed proxy card
to enter. Anyone can also listen to the 2023 Meeting live at www.virtualshareholdermeeting.com/NVDA2023.
If you encounter any difficulties accessing the virtual 2023 Meeting during the check-in or the course of the 2023
Meeting, please call the technical support number available on www.virtualshareholdermeeting.com/NVDA2023.
An archived copy of the webcast will be available at www.nvidia.com/proxy through June 21, 2024. Even if you plan to
attend the 2023 Meeting virtually, we recommend that you also vote by proxy as described below so that your vote will be
counted if you later decide not to attend.
Asking Questions
We encourage stockholders to submit questions through our pre-meeting forum located at www.proxyvote.com (using
the Control Number included on your Notice or printed proxy card) as well as during the 2023 Meeting at
www.virtualshareholdermeeting.com/NVDA2023. During the 2023 Meeting, we will answer as many stockholder-
submitted questions related to the business of the 2023 Meeting as time permits. As soon as practicable following the
2023 Meeting, we will publish and answer questions received on our Investor Relations website. We intend to group
questions and answers by topic and substantially similar questions will be answered only once. To promote fairness to all
stockholders and efficient use of the Company’s resources, we will respond to one question per stockholder. We reserve
the right to exclude questions regarding topics that are not pertinent to company business or are not otherwise suitable
for the conduct of the 2023 Meeting.
Quorum and Voting
To hold our 2023 Meeting, we need a majority of the outstanding shares entitled to vote at the close of business on the
April 24, 2023 record date, or a quorum, represented at the 2023 Meeting either by attendance virtually or by proxy. On
April 24, 2023, there were 2,473,129,295 shares of common stock outstanding and entitled to vote, meaning that
1,236,564,648 shares must be represented at the 2023 Meeting or by proxy to have a quorum. A list of stockholders
entitled to vote at the close of business on the record date will be available during the 2023 Meeting at
11
www.virtualshareholdermeeting.com/NVDA2023 and at our headquarters, 2788 San Tomas Expressway, Santa Clara,
California, for 10 days prior to the 2023 Meeting to registered stockholders for any legally valid purpose related to the
2023 Meeting. To schedule an appointment to view the stockholder list during the 10 days prior to the 2023 Meeting,
please contact us at shareholdermeeting@nvidia.com.
Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2023 Meeting. Abstentions
and broker non-votes will be counted towards the quorum requirement. If there is not a quorum, a majority of the votes
present may adjourn the 2023 Meeting to another date.
For Proposal 1, you may vote FOR or AGAINST any nominee to the Board, or you may ABSTAIN from voting. For Proposal
3, you may vote for 1 YEAR, 2 YEARS or 3 YEARS as the preferred frequency of the advisory vote on executive
compensation or you may ABSTAIN from voting. For each other matter to be voted on, you may vote FOR or AGAINST or
ABSTAIN from voting.
Stockholder of Record
You are a stockholder of record if your shares were registered directly in your name with our transfer agent,
Computershare, on April 24, 2023. You can vote shares, change your vote or revoke your proxy before the final vote at
the 2023 Meeting in any of the following ways:
Virtually attend and vote at the 2023 Meeting
Via mail, by signing and mailing your proxy card to us before the 2023
Meeting
By telephone or online, by following the instructions provided in the Notice or
your proxy materials
Submit another properly completed proxy card with a later date
Send a written notice that you are revoking your proxy to NVIDIA Corporation,
2788 San Tomas Expressway, Santa Clara, California 95051, Attention:
Timothy S. Teter, Secretary or via email to shareholdermeeting@nvidia.com
Vote
ü
ü
ü
Change Your
Vote
Revoke Your
Proxy
ü
ü
ü
ü
If you do not vote using any of the ways described above, your shares will not be voted.
Street Name Holder
If your shares were held through a nominee, such as a bank or broker, as of April 24, 2023, then you were the beneficial
owner of shares held in “street name,” and you have the right to direct the nominee how to vote those shares for the
2023 Meeting. The nominee should provide you a separate Notice or voting instructions, and you should follow those
instructions to tell the nominee how to vote. To vote by attending the 2023 Meeting virtually, you must obtain a valid
proxy from your nominee.
If you are a beneficial holder and do not provide voting instructions to your nominee, the nominee will not be authorized
to vote your shares on “non-routine” matters, including elections of directors (even if not contested), and executive
compensation (including any advisory stockholder votes on executive compensation and on the frequency of holding such
votes). This is called a “broker non-vote.” However, the nominee can still register your shares as being present at the 2023
Meeting for determining quorum, and the nominee will have discretion to vote for matters considered by the NYSE to be
“routine,” including Proposal 4 regarding the ratification of the selection of our independent registered public accounting
firm. If you are a beneficial owner and want to ensure that all of the shares you beneficially own are voted in favor or
against Proposal 4, you must give your broker or nominee specific instructions to do so or the broker will have discretion
to vote on that proposal. In addition, you MUST give your nominee instructions in order for your vote to be counted on
Proposals 1, 2 and 3, as these are “non-discretionary” items. We strongly encourage you to vote.
Any NVIDIA stockholder whose shares are held in street name by a member brokerage firm may revoke a proxy and vote
his or her shares at the 2023 Meeting only in accordance with applicable rules and procedures of the national stock
exchanges, as employed by the street name holder’s brokerage firm.
12
Vote Count
On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of April
24, 2023. Votes will be counted by the inspector of election as follows:
Proposal
Number
Proposal Description
Vote Required for Approval
Effect of
Abstentions
Effect of Broker
Non-Votes
1
2
3
4
Election of thirteen directors
Directors are elected if they receive
more FOR votes than AGAINST votes
None
None
Advisory approval of our executive
compensation
Advisory approval of the frequency of
holding a vote on our executive
compensation
Ratification of the selection of PwC as
our independent registered public
accounting firm for Fiscal 2024
FOR votes from the holders of a
majority of shares present, in person or
represented by proxy, and entitled to
vote on this matter
The frequency receiving votes from the
holders of a majority of shares present,
in person or represented by proxy, and
entitled to vote on this matter (1)
FOR votes from the holders of a
majority of shares present, in person or
represented by proxy, and entitled to
vote on this matter
Against
None
Against
None
Against
N/A (2)
(1) If none of the four choices for this proposal receive an affirmative vote from holders of a majority of the shares present, in person or represented by
proxy, and entitled to vote on this matter, the Board will consider the choice that receives the highest number of votes as the choice supported by our
stockholders.
(2) Because this is a routine proposal, there are no broker non-votes.
If you are a stockholder of record and you return a signed proxy card without marking any selections, your shares will be
voted FOR each of the nominees listed in Proposal 1, for 1 YEAR for Proposal 3, and FOR the other proposals. If any other
matter is properly presented at the 2023 Meeting, Jen-Hsun Huang or Timothy S. Teter as your proxyholder will vote your
shares using his best judgment.
Vote Results
Preliminary voting results will be announced at the 2023 Meeting. Final voting results will be published in a current report
on Form 8-K, which will be filed with the SEC by June 28, 2023.
Proxy Materials
As permitted by SEC rules, we are making our proxy materials available to stockholders online at www.nvidia.com/proxy.
On or about May 8, 2023, we sent stockholders who owned our common stock at the close of business on April 24, 2023
(other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to
access our proxy materials, vote online or by telephone, and elect to receive future proxy materials electronically or in
printed form by mail.
If you choose to receive future proxy materials electronically (via www.proxyvote.com for stockholders of record and
www.icsdelivery.com/nvda for street name holders), you will receive an email next year with links to the proxy materials
and proxy voting site.
SEC rules also permit companies and intermediaries, such as brokers, to satisfy Notice and proxy material delivery
requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials
addressed to those stockholders. We follow this practice, known as “householding,” unless we have received contrary
instructions from any stockholder at that address.
If you received more than one Notice or full set of proxy materials, then your shares are either registered in more than
one name or are held in different accounts. Please vote the shares covered by each Notice or proxy card. To modify your
instructions so that you receive one Notice or proxy card for each account or name, please contact your broker. Your
“householding” election will continue until you are notified otherwise or until you revoke your consent.
To make a change regarding the form in which you receive proxy materials (electronically or in print), or to request receipt
of a separate set of documents to a household, contact our Investor Relations Department (through our website at
www.nvidia.com, by email to shareholdermeeting@nvidia.com, by phone at (408) 486-2000 or by mail at 2788 San Tomas
Expressway, Santa Clara, California 95051).
We will pay the entire cost of soliciting proxies. Our directors and employees may also solicit proxies in person, by
telephone, by mail, via the Internet or by other means of communication. Our directors and employees will not be paid
any additional compensation for soliciting proxies. We have also retained MacKenzie Partners on an advisory basis for an
approximate fee of $15,000 and they may help us solicit proxies from brokers, bank nominees and other institutional
13
owners. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to
beneficial owners.
2024 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors and Other Business of
Stockholders
Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8
Stockholders who wish to present proposals pursuant to Rule 14a-8 promulgated under the Exchange Act for inclusion in
the proxy materials to be distributed by us in connection with our 2024 Meeting must submit their proposals in writing to
NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, Attention: Timothy S. Teter, Secretary or
by email to shareholdermeeting@nvidia.com, on or before January 9, 2024.
Director Nominations Under Our Proxy Access Bylaw
A stockholder (or a group of up to 20 stockholders) who has owned at least 3% of the voting power of our outstanding
capital stock for at least three continuous years and has complied with the other requirements in our Bylaws may
nominate and include in our proxy materials director nominees constituting up to the greater of (a) up to two director
candidates or (b) up to 20% of the number of directors in office on the last day that a submission may be delivered.
Notice of a proxy access nomination for consideration at our 2024 Meeting must be received following the above
instructions not later than the close of business on March 24, 2024, and not earlier than February 23, 2024. In the event
that we hold the 2024 Meeting more than 30 days prior to, or delayed by more than 30 days after, the first anniversary of
the 2023 Meeting, for written notice by the stockholder to be timely, such notice must be delivered following the above
instructions not earlier than the close of business on the 120th day prior to the 2024 Meeting and not later than the close
of business on the 90th day prior to the 2024 Meeting or the 10th day following the day on which public announcement
of the date of the 2024 Meeting is first made by us, whichever is later.
Other Director Nominations and Proposals
Apart from Rule 14a-8 and the proxy access provision of our Bylaws, under our Bylaws certain procedures must be
followed for a stockholder to nominate a director or to introduce an item of business at an annual meeting of
stockholders. If you wish to nominate a director or introduce an item of business at the 2024 Meeting that is not included
in the proxy materials to be distributed by us in connection with our 2024 Meeting, you must do so in writing following
the above instructions not later than the close of business on March 24, 2024, and not earlier than February 23, 2024. In
the event that we hold the 2024 Meeting more than 30 days prior to, or delayed by more than 70 days after, the first
anniversary of the 2023 Meeting, for written notice by the stockholder to be timely, such notice must be delivered
following the above instructions not earlier than the close of business on the 120th day prior to the 2024 Meeting and
not later than the close of business on the 90th day prior to the 2024 Meeting or the 10th day following the day on which
public announcement of the date of the 2024 Meeting is first made by us, whichever is later.
Additional Requirements and Information
We also advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder
proposals, director nominations, and proxy access nominations. We recognize the importance of the ability of our
stockholders to nominate directors to our Board. Accordingly, our Board will take into account feedback we receive from
our stockholder engagement process regarding the process and disclosure requirements of our Bylaws for nominating
directors and other proposals. Our Board will engage with stockholders of various holdings size regarding any proposed
amendments to our Bylaws that would require a nominating stockholder to disclose to us (i) such stockholder’s plans to
nominate candidates to the board of directors of other public companies, or disclose prior director nominations or
proposals that such stockholder privately submitted to other public companies or (ii) information about such
stockholder’s limited partners or business associates beyond the existing requirements of our Bylaws.
14
Proposal 1—Election of Directors
What am I voting on? Electing the 13 director nominees identified below to hold office until the 2024 Meeting and until
his or her successor is elected or appointed.
Vote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes.
Effect of abstentions: None.
Effect of broker non-votes: None.
Our Board has 13 members. All of our directors have one-year terms and stand for election annually. Our nominees
include 12 independent directors, as defined by the rules and regulations of Nasdaq, and one NVIDIA officer: Mr. Huang,
who serves as our President and CEO. Each of the nominees is currently a director of NVIDIA previously elected by our
stockholders.
The Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director, your
proxy may be voted for any substitute nominee proposed by the Board or the size of the Board may be reduced.
Recommendation of the Board
The Board recommends that you vote FOR the election of each of the following nominees:
Occupation
Independent
Financial
Expert (1)
Committee
Membership
Other Public
Company
Boards
Name
Robert K. Burgess
Tench Coxe
John O. Dabiri
Persis S. Drell
Age
65
65
43
67
Director
Since
2011
1993
2020
Independent Consultant
Former Managing Director,
Sutter Hill Ventures
Centennial Professor of
Aeronautics and Mechanical
Engineering, California
Institute of Technology
2015
Provost, Stanford University
Jen-Hsun Huang
60
1993
Dawn Hudson
65
2013
Harvey C. Jones
70
1993
Michael G. McCaffery
69
2015
President & CEO, NVIDIA
Corporation
Former Chief Marketing
Officer, National Football
League
Managing Partner, Square
Wave Ventures
Chairman of the Board of
Directors, Makena Capital
Management
Stephen C. Neal
Lead Director (5)
Mark L. Perry
Lead Director (5)
74
2019
Chairman Emeritus & Senior
Counsel, Cooley LLP
67
2005
Independent Consultant
and Director
A. Brooke Seawell
75
1997
Aarti Shah
Mark A. Stevens
58
63
2020
2008
Venture Partner, New
Enterprise Associates
Former Senior Vice
President & Chief
Information and Digital
Officer, Eli Lilly and
Company
(6) Managing Partner, S-Cubed
Capital
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
1
2 (2)
1
1
1
ü
ü
ü
ü
ü
ü
CC
CC
CC
NCGC
CC
Chairperson
CC, NCGC
Chairperson (3)
AC
Chairperson (4)
NCGC
Chairperson (3)
AC, NCGC
AC
Chairperson (4)
AC
AC, NCGC
(1) For purposes of qualifying as an AC financial expert
(2) Ms. Hudson is not seeking re-election to Modern Times Group MTG AB’s board of directors effective as of MTG’s 2023 annual general meeting
(3) Mr. Jones will serve as NCGC Chairperson until our 2023 Meeting, at which time Mr. Neal will take over as NCGC Chairperson
(4) Mr. McCaffery will serve as AC Chairperson until our 2023 Meeting, at which time Mr. Seawell will take over as AC Chairperson
(5) Mr. Perry will serve as Lead Director until our 2023 Meeting, at which time Mr. Neal will take over as Lead Director
(6) Previously served as a member of our Board from 1993 until 2006
15
Director Qualifications and Nomination of Directors
The NCGC identifies, reviews and assesses the qualifications of existing and potential directors and selects nominees for
recommendation to the Board for approval. In accordance with our Corporate Governance Policies and the NCGC Charter,
the NCGC is committed to Board diversity and shall consider a nominee’s background and experience to ensure that a
broad range of perspectives is represented on the Board. The NCGC may conduct appropriate and necessary inquiries
into the backgrounds and qualifications of possible candidates and may engage a professional search firm to identify and
assist the committee in identifying, evaluating, and conducting due diligence on potential director nominees. The NCGC
has not established specific age, gender, education, experience, or skill requirements for potential members, and instead
considers numerous factors regarding the nominee taking into account our current and future business models, including
the following:
Integrity and candor
Independence
•
•
• Senior leadership and operational experience
• Professional, technical and industry knowledge
• Financial expertise
• Financial community experience (including as an investor in
other companies)
• Marketing, communications and brand management
background
• Governance and public company board experience
• Experience with emerging technologies and new business
models
• Regulatory, legal and risk management expertise, including in
cybersecurity matters
• Diversity, including race, ethnicity, sexuality, gender or
membership in another underrepresented community
• Human capital management experience
• Experience in academia
• Willingness and ability to devote substantial time and effort to
Board responsibilities and Company oversight
• 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
• For nominees for re-election, overall service to NVIDIA, including
past attendance, participation and contributions to the
activities of the Board and its committees
The NCGC and the Board understand the importance of Board refreshment, and strive to maintain an appropriate balance
of tenure, diversity, professional experience and backgrounds, skills, and education on the Board. While the Board
benefits from the experience and institutional knowledge that our longer-serving directors bring, it has also brought in
new perspectives and ideas through the appointment of two new directors since 2020. The Board also regularly rotates
membership on and who is appointed as chairperson of its committees to help promote a diversity of viewpoints on the
Board committees. Our longer-tenured directors are familiar with our operations and business areas and have the
perspective of overseeing our activities from a variety of economic and competitive environments. Our newer directors
have brought expertise in brand development and cybersecurity and familiarity with technology developments at leading
academic institutions that are important to supporting NVIDIA as it enters new markets. Each year, the NCGC and Board
review each director’s individual performance, including the director’s past contributions, outside experiences and
activities, and committee participation, and determine how his or her experience and skills continue to add value to
NVIDIA and the Board.
The Board and the NCGC have identified and continue to seek highly qualified women and individuals from
underrepresented groups to include in the initial pool of potential director nominees. The Board’s commitment to
achieving a diverse and inclusive membership is demonstrated by our director nominees. Three of our directors are
women and three are ethnically and/or racially diverse. Our two newest members enhance the Board’s gender, ethnic and/
or racial diversity. We expect Board diversity to increase before our 2024 Meeting.
16
Below are the skills, competencies and attributes that our Board considers important for our directors to have
considering our current business and future market opportunities:
Senior Leadership
& Operations
Experience
Directors with senior
leadership and operations experience provide experienced
oversight of our business, and unique experiences and perspectives. They are uniquely
positioned to contribute practical insight into business strategy and operations, driving
growth, building and strengthening corporate culture and supporting the achievement
of strategic priorities and objectives.
Industry &
Technical
Directors with industry experience and technical backgrounds facilitate within the Board
a deeper understanding of innovations and a technical assessment of our products and
services.
Financial/Financial
Community
Experience in financial matters and the financial community assists our Board with
review of our operations and finances, including overseeing our financial statements,
capital structure and internal controls. Those with a venture capital background also
offer valuable stockholder perspectives.
Governance &
Public Company
Board
Directors with experience in corporate governance, such as service on boards and board
committees, or as executives of other large, public companies, are familiar with the
dynamics and operation of a board of directors and the impact that governance policies
have on a company. This experience supports our goals of strong Board and
management accountability, transparency, and protection of stockholder interests.
Public company board experience also helps our directors identify challenges and risks
we face as a public company, including oversight of strategic, operational, compliance-
related matters and stockholder relations.
Emerging
Technologies &
Business Models
Experience in emerging technologies and business models is integral to our growth
strategies given our unique business model and provides important insights as our
business expands into new areas.
Marketing,
Communications &
Brand
Management
Directors with experience in marketing, communications and brand management offer
guidance on our products directly marketed to consumers, important perspectives on
expanding our market share and communicating with our customers and other
stakeholders.
Regulatory, Legal &
Risk Management
Our business requires compliance with a variety of regulatory requirements in different
jurisdictions. We face new regulatory matters and regulations as our business grows.
We are also subject to multiple lawsuits. Directors with experience in governmental,
public policy, legal and risk management areas, including cybersecurity, help provide
valuable insights and oversight for our Company.
Human Capital
Management
Experience
Diversity
Our people are critical to our success. Directors with experience in organizational
management, talent development, and developing values and culture in a large global
workforce provide key insights. Human capital management experience also assists our
Board
in overseeing executive and employee compensation, development, and
engagement.
Directors with diverse backgrounds, experiences, and perspectives improves the
dialogue and decision-making in the board room and contributes to overall Board
effectiveness. In the director biographies below, this icon indicates gender or ethnic
diversity.
17
Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is
essential to meeting its oversight responsibility. The table below reflects certain diversity information based on self-
identification by each director.
Board Diversity Matrix (as of May 8, 2023)
Gender Identity
Male
Female
Non-
Binary
Did not
disclose
African
American
or Black
Hispanic
or Latinx
Asian
Demographic Background
Native
Hawaiian
or Other
Pacific
Islander White
Native
American
or Alaskan
Native
Two or
more races
or
ethnicities
LGBTQ+
Did not
disclose
Burgess
Coxe
Dabiri
Drell
Huang
Hudson
Jones
McCaffery
Neal
Perry
Seawell
Shah
Stevens
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
The NCGC evaluates candidates proposed by stockholders using the same criteria as it uses for other candidates.
Stockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder
Communications with the Board of Directors below. Stockholder submissions must include the full name of the proposed
nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete
biographical information, a description of the proposed nominee’s qualifications as a director and a representation that
the nominating stockholder is a beneficial or record owner of our stock. Any such submission must be accompanied by
the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Proxy Access
In addition, our Board voluntarily adopted proxy access. As a result, we will include in our proxy statement information
regarding the greater of (a) up to two director candidates or (b) up to 20% of the number of directors in office on the last
day that a submission may be delivered, if nominated by a stockholder (or group of up to 20 stockholders) owning at least
3% of the voting power of our outstanding capital stock for at least three continuous years. The stockholder(s) must
provide timely written notice of such nomination and the stockholder(s) and nominee must satisfy the other
requirements specified in our Bylaws. This summary of our proxy access rules is not intended to be complete and is
subject to limitations set forth in our Bylaws and Corporate Governance Policies, both of which are available on the
Investor Relations section of our website at www.nvidia.com. Stockholders are advised to review these documents, which
contain the requirements for director nominations. The NCGC did not receive any stockholder nominations during Fiscal
2023.
18
Our Director Nominees
The biographies below include information, as of the date of this proxy statement, regarding the particular experience,
qualifications, attributes or skills of each director, relative to the skills matrix above, that led the NCGC and Board to
believe that he or she should continue to serve on the Board.
Robert K. Burgess has served as an independent investor and
board member to technology companies since 2005. He was
chief executive officer from 1996 to 2005 of Macromedia, Inc., a
provider of internet and multimedia software, which was acquired
by Adobe Systems Incorporated; he also served from 1996 to
2005 on its board of directors, as chairman of its board of
directors from 1998 to 2005 and as executive chairman for his
final year. Previously, he held key executive positions from 1984
to 1991 at Silicon Graphics, Inc. (SGI), a graphics and computing
company; from 1991 to 1995, served as chief executive officer
and a board member of Alias Research, Inc., a publicly traded 3D
software company, until its acquisition by SGI; and resumed
executive positions at SGI during 1996. Mr. Burgess was a
director of IMRIS Inc., a provider of image guided therapy
solutions, from 2010 to 2013, of Adobe from 2005 to 2019, and
of Rogers Communications Inc., a communications and media
company, from 2016 to 2019. He holds a BCom degree from
McMaster University.
Mr. Burgess brings to the Board senior management and operating
experience and expertise
in the areas of financial and risk
management. He has been in the computer graphics industry since
1984. He has a broad understanding of the
roles and
responsibilities of a corporate board and provides valuable insight
on a range of issues in the technology industry.
Tench Coxe was a managing director of Sutter Hill Ventures, a
venture capital investment firm, from 1989 to 2020, where he
focused on investments in the IT sector. Prior to joining Sutter
Hill Ventures in 1987, he was director of marketing and MIS at
Digital Communication Associates. He serves on the board of
directors of Artisan Partners Asset Management
Inc., an
institutional money management firm. He was a director of
Mattersight Corp., a customer loyalty software firm, from 2000
to 2018. Mr. Coxe holds a BA degree in Economics from
Dartmouth College and an MBA degree from Harvard Business
School.
Mr. Coxe brings to the Board expertise in financial and transactional
analysis and provides valuable perspectives on corporate strategy
and emerging technology trends.
His significant financial
community experience gives the Board an understanding of the
methods by which companies can
increase value for their
stockholders.
ROBERT K. BURGESS
Independent Consultant
Age: 65
Director Since: 2011
Committees: CC
Independent Director
Financial Expert
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
Human Capital Management
Experience
TENCH COXE
Former Managing Director,
Sutter Hill Ventures
Age: 65
Director Since: 1993
Committees: CC
Independent Director
Other Current Public
Company Boards:
•
Artisan Partners Asset
Management Inc. (since
1995)
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
Human Capital Management
Experience
19
JOHN O. DABIRI
Centennial Professor of
Aeronautics and
Mechanical Engineering,
California Institute of
Technology
Age: 43
Director Since: 2020
Committees: CC
Independent Director
Other Current Public
Company Boards:
None
Industry & Technical
Emerging Technologies &
Business Models
Diversity
John O. Dabiri is the Centennial Professor of Aeronautics and
Mechanical Engineering at the California Institute of Technology.
He is the recipient of a MacArthur Foundation "Genius Grant,"
the National Science Foundation Alan T. Waterman Award, and
the Presidential Early Career Award for Scientists and Engineers.
He heads the Dabiri Lab, which conducts research at the
intersections of fluid mechanics, energy and environment, and
biology. From 2015 to 2019, he served as a Professor of Civil and
Environmental Engineering and of Mechanical Engineering at
Stanford University, where he was recognized with the Eugene L.
Grant Award for Excellence in Teaching. From 2005 to 2015, he
was a Professor of Aeronautics and Bioengineering at the
California Institute of Technology, during which time he also
served as Director of the Center for Bioinspired Wind Energy,
Chair of the Faculty, and Dean of Students. Dr. Dabiri is a Fellow
of the American Physical Society, where he previously served as
Chair of the Division of Fluid Dynamics. He serves on President
Biden's Council of Advisors on Science and Technology (PCAST)
and Energy Secretary Granholm's Energy Advisory Board (SEAB).
He also serves on the Board of Trustees of the Gordon and Betty
Moore Foundation and previously served as a member of the
National Academies’ Committee on Science, Technology, and
Law. Dr. Dabiri holds a PhD degree in Bioengineering and an MS
Institute of
degree
Technology, and a BSE degree summa cum laude in Mechanical
and Aerospace Engineering from Princeton University.
in Aeronautics from the California
Dr. Dabiri brings to the Board a versatile research background and
cutting-edge expertise in various engineering fields, along with a
proven record of successful innovation.
Persis S. Drell has been the Provost of Stanford University since
2017. A Professor of Materials Science and Engineering and
Professor of Physics, Dr. Drell has been on the faculty at
Stanford since 2002, and was the Dean of the Stanford School
of Engineering from 2014 to 2017. She also served as the
Director of SLAC from 2007 to 2012. Dr. Drell is a member of the
National Academy of Sciences and the American Academy of
Arts and Sciences, and is a fellow of the American Physical
Society and a fellow of the American Association for the
Advancement of Science. She has been the recipient of a
Guggenheim Fellowship and a National Science Foundation
Presidential Young Investigator Award. Dr. Drell holds a PhD
from the University of California, Berkeley and an AB degree in
Mathematics and Physics from Wellesley College.
An accomplished researcher and educator, Dr. Drell brings to the
Board expert leadership in guiding innovation in science and
technology.
PERSIS S. DRELL
Provost, Stanford University
Age: 67
Director Since: 2015
Committees: NCGC
Independent Director
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Industry & Technical
Governance & Public
Company Board
Emerging Technologies &
Business Models
Human Capital Management
Experience
Diversity
20
JEN-HSUN HUANG
President and Chief
Executive Officer, NVIDIA
Corporation
Age: 60
Director Since: 1993
Committees: None
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Industry & Technical
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
Marketing, Communications
& Brand Management
Regulatory, Legal & Risk
Management
Human Capital Management
Experience
Diversity
DAWN HUDSON
Former Chief Marketing
Officer, National Football
League
Age: 65
Director Since: 2013
Current Committees: CC
Independent Director
Financial Expert
Other Current Public
Company Boards:
•
The Interpublic Group of
Companies, Inc. (since
2011)
• Modern Times Group
MTG AB (since 2020) (1)
Senior Leadership &
Operations Experience
Financial/Financial
Community
Governance & Public
Company Board
Marketing, Communications
& Brand Management
Human Capital Management
Experience
Diversity
Jen-Hsun Huang founded NVIDIA in 1993 and has served since its
inception as president, chief executive officer, and a member of
the board of directors. Mr. Huang is a recipient of the
Semiconductor Industry Association’s highest honor, the Robert
N. Noyce Award; IEEE Founder’s Medal; the Dr. Morris Chang
Exemplary Leadership Award; and honorary doctorate degrees
from Taiwan’s National Chiao Tung University, National Taiwan
University, and Oregon State University. He was included in TIME
magazine’s 2021 list of the world’s 100 most influential people.
In 2019, Harvard Business Review ranked him No. 1 on its list of
the world’s 100 best-performing CEOs over the lifetime of their
tenure. In 2017, he was named Fortune’s Businessperson of the
Year. Prior to founding NVIDIA, Huang worked at LSI Logic and
Advanced Micro Devices. Mr. Huang holds a BSEE degree from
Oregon State University and an MSEE degree from Stanford
University.
Mr. Huang is one of the technology industry’s most respected
executives, having taken NVIDIA from a startup to a world leader in
accelerated computing. Under his guidance, NVIDIA has compiled a
record of consistent innovation and sharp execution, marked by
products that have gained strong market share.
Dawn Hudson serves on the boards of various companies. From
2014 to 2018, Ms. Hudson served as Chief Marketing Officer for
the National Football League. Previously, she served from 2009
to 2014 as vice chairman of The Parthenon Group, an advisory
firm focused on strategy consulting. She was president and chief
executive officer of Pepsi-Cola North America, the beverage
division of PepsiCo, Inc. for the U.S. and Canada, from 2005 to
2007 and president from 2002, and simultaneously served as
chief executive officer of the foodservice division of PepsiCo, Inc.
from 2005 to 2007. Previously, she spent 13 years in marketing,
advertising and branding strategy, holding leadership positions at
major agencies, such as D’Arcy Masius Benton & Bowles and
Omnicom Group Inc. Ms. Hudson currently serves on the board
of directors of The Interpublic Group of Companies, Inc., an
advertising holding company; Modern Times Group MTG AB, a
gaming company (1); and a private skincare company. She was a
director of P.F. Chang’s China Bistro, Inc., a restaurant chain,
from 2010 to 2012; of Allergan, Inc., a biopharmaceutical
company, from 2008 to 2014; of Lowes Companies, Inc., a home
improvement retailer, from 2001 to 2015; and of Amplify Snack
Brands, Inc., a snack food company, from 2014 to 2018. She
holds a BA degree in English from Dartmouth College.
Ms. Hudson brings to the board experience in executive leadership.
As a longtime marketing executive, she has valuable expertise and
insights in leveraging brands, brand development and consumer
behavior. She also has considerable corporate governance
experience, gained from more than a decade of serving on the
boards of public companies.
(1) Ms. Hudson is not seeking re-election to Modern Times Group MTG AB’s board of
directors effective as of MTG’s 2023 annual general meeting
21
HARVEY C. JONES
Managing Partner, Square
Wave Ventures
Age: 70
Director Since: 1993
Current Committees: CC,
NCGC
Independent Director
Financial Expert
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Industry & Technical
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
Marketing, Communications
& Brand Management
Human Capital Management
Experience
MICHAEL G.
McCAFFERY
Chairman of the Board of
Directors, Makena Capital
Management
Age: 69
Director Since: 2015
Committees: AC
Independent Director
Financial Expert
Other Current Public
Company Boards:
•
C3.ai, Inc. (since 2009)
Senior Leadership &
Operations Experience
Financial/Financial
Community
Governance & Public
Company Board
Human Capital Management
Experience
Harvey C. Jones has been the managing partner of Square Wave
Ventures, a private investment firm, since 2004. Mr. Jones has
been an entrepreneur, high technology executive and active
venture investor for over 30 years. In 1981, he co-founded Daisy
Systems Corp., a computer-aided engineering company,
ultimately serving as its president and chief executive officer
until 1987. Between 1987 and 1998, he led Synopsys, Inc., a major
electronic design automation company, serving as its chief
executive officer for seven years and then as executive chairman.
In 1997, Mr. Jones co-founded Tensilica Inc., a privately held
technology
licensed high
performance embedded processing cores. He served as chairman
of the Tensilica board of directors from inception through its
2013 acquisition by Cadence Design Systems, Inc. He was a
director of Tintri Inc., a company that built data storage solutions
for virtual and cloud environments, from 2014 to 2018. Mr.
Jones holds a BS degree in Mathematics and Computer Sciences
from Georgetown University and an MS degree in Management
from Massachusetts Institute of Technology.
IP company that developed and
Mr. Jones brings to the board an executive management
background, an understanding of semiconductor technologies and
complex system design.
into
innovation strategies, research and development efforts, as well as
management and development of our technical employees. His
significant financial community experience gives the Board an
understanding of the methods by which companies can increase
value for their stockholders.
He provides valuable
insight
Michael G. McCaffery is the Chairman of the Board of Directors
of Makena Capital Management, LLC, an
investment
management firm. From 2013 to 2023, he was the Managing
Director of Makena Capital Management. From 2005 to 2013, he
was the Chief Executive Officer of Makena Capital Management.
From 2000 to 2006, he was the President and Chief Executive
Officer of the Stanford Management Company, the university
subsidiary charged with managing Stanford University’s financial
and real estate investments. Prior to Stanford Management
Company, Mr. McCaffery was President and Chief Executive
Officer of Robertson Stephens and Company, a San Francisco-
based investment bank and investment management firm, from
1993 to 1999, and also served as Chairman in 2000. Mr.
McCaffery is currently a director of C3.ai, Inc., an AI software
provider, and also serves on the boards of directors, or on the
advisory boards, of several privately held companies and non-
profits. He was a director of KB Home, a homebuilding company,
from 2003 until 2015. He holds a BA degree from the Woodrow
Wilson School of Public and International Affairs at Princeton
University, a BA Honours degree and an MA degree in Politics,
Philosophy and Economics from Merton College, Oxford
University, Oxford, England, and an MBA degree from the
Stanford Graduate School of Business.
Mr. McCaffery brings to the Board a broad array of business,
investment and real estate experience and recognized expertise in
financial matters, as well as a demonstrated commitment to good
corporate governance.
22
STEPHEN C. NEAL
Chairman Emeritus and
Senior Counsel, Cooley LLP
Age: 74
Director Since: 2019
Committees: NCGC
Lead Director (As of 2023
Meeting)
Stephen C. Neal serves as Chairman Emeritus and Senior Counsel
of the law firm Cooley LLP, where he was also Chief Executive
Officer from 2001 until 2008. In addition to his extensive
experience as a trial lawyer on a broad range of corporate issues,
Mr. Neal has represented and advised numerous boards of
directors, special committees of boards and individual directors on
corporate governance and other legal matters. Prior to joining
Cooley in 1995, Mr. Neal was a partner of the law firm Kirkland &
Ellis LLP. Mr. Neal served on the board of directors of Levi Strauss
& Co. from 2007 to 2021, and served as chairperson from 2011 to
2021. Mr. Neal holds an AB degree from Harvard University and a
JD degree from Stanford Law School.
Mr. Neal brings to the Board deep knowledge and broad experience in
corporate governance as well as his perspectives drawn from
advising many companies throughout his career.
Independent Director
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Governance & Public
Company Board
Marketing, Communications
& Brand Management
Regulatory, Legal & Risk
Management
Human Capital
Management Experience
Mark L. Perry serves on the boards of, and consults for, various
companies and non-profit organizations. From 2012 to 2015, Mr.
Perry served as an Entrepreneur-in-Residence at Third Rock
Ventures, a venture capital firm. He served from 2007 to 2011 as
president and chief executive officer of Aerovance, Inc., a
biopharmaceutical company. He was an executive officer from
1994 to 2004 at Gilead Sciences, Inc., a biopharmaceutical
company, serving in a variety of capacities, including general
counsel, chief financial officer, and executive vice president of
operations, responsible for worldwide sales and marketing, legal,
manufacturing and facilities; he was also its senior business
advisor until 2007. From 1981 to 1994, Mr. Perry was with the
law firm Cooley LLP, where he was a partner for seven years. He
served on the board of MyoKardia, Inc. from 2012 to 2020 and on
the board of Global Blood Therapeutics, Inc. from 2015 to 2022.
Mr. Perry holds a BA degree in History from the University of
California, Berkeley, and a JD degree from the University of
California, Davis.
Mr. Perry brings to the Board operating and finance experience
gained in a large corporate setting. He has varied experience in legal
affairs and corporate governance, and a deep understanding of the
roles and responsibilities of a corporate board.
MARK L. PERRY
Independent Consultant and
Director
Age: 67
Director Since: 2005
Committees: AC, NCGC
Lead Director (Until 2023
Meeting)
Financial Expert
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Financial/Financial
Community
Governance & Public
Company Board
Regulatory, Legal & Risk
Management
Human Capital Management
Experience
23
A. Brooke Seawell has served since 2005 as a venture partner at
New Enterprise Associates, and was a partner from 2000 to 2005
at Technology Crossover Ventures. He was executive vice
president from 1997 to 1998 at NetDynamics, Inc., an application
server software company, which was acquired by Sun
Microsystems, Inc. He was senior vice president and chief
financial officer from 1991 to 1997 of Synopsys, Inc., an
electronic design automation software company. He serves on
the board of directors of Tenable Holdings, Inc., a cybersecurity
company, and several privately held companies. Mr. Seawell
served on the board of directors of Glu Mobile, Inc., a publisher of
mobile games, from 2006 to 2014, of Informatica Corp., a data
integration software company, from 1997 to 2015, of Tableau
Software, Inc., a business intelligence software company, from
2011 to 2019, and of Eargo, Inc., a medical device company, from
2020 to 2022. He also previously served as a member of the
Stanford University Athletic Board and on the Management
Board of the Stanford Graduate School of Business. Mr. Seawell
holds a BA degree in Economics and an MBA degree in Finance
from Stanford University.
Mr. Seawell brings to the Board operational expertise and senior
management experience, including knowledge of the complex
issues facing public companies, and a deep understanding of
accounting principles and financial reporting. His significant
financial community experience gives the Board an understanding
of the methods by which companies can increase value for their
stockholders.
Aarti Shah serves on the boards of various companies and non-
profit organizations. Dr. Shah worked at Eli Lilly and Company for
in several functional and business
27.5 years and served
leadership roles, most recently as senior vice president and chief
information and digital officer, as well as senior statistician,
research scientist, vice president for biometrics, and global brand
development leader in Lilly’s Bio-Medicines business unit. Dr.
Shah has served on the board of trustees of Northwestern
Mutual since 2020. She also serves on several nonprofit boards,
including the
India Business Council and Shrimad
Rajchandra Love & Care USA. She served on the Indianapolis
Public Library Foundation board for the full term of 9 years and
on the Center for Interfaith Cooperation for the full term of 4
years. Dr. Shah received her bachelor’s and master’s degrees in
statistics and mathematics in India before completing her PhD in
applied statistics from the University of California, Riverside.
Indiana
Dr. Shah brings to the Board executive leadership and senior
operating experience. Additionally she brings expertise in drug
development and technical expertise in the areas of information
technology, cybersecurity, advanced analytics, data sciences and
digital health.
A. BROOKE SEAWELL
Venture Partner, New
Enterprise Associates
Age: 75
Director Since: 1997
Committees: AC
Independent Director
Financial Expert
Other Current Public
Company Boards:
•
Tenable Holdings, Inc.
(since 2017)
Senior Leadership &
Operations Experience
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
Human Capital Management
Experience
AARTI SHAH
Former Senior Vice President
& Chief Information and
Digital Officer, Eli Lilly and
Company
Age: 58
Director Since: 2020
Committees: AC
Independent Director
Other Current Public
Company Boards:
None
Senior Leadership &
Operations Experience
Industry & Technical
Governance & Public
Company Board
Emerging Technologies &
Business Models
Marketing, Communications
& Brand Management
Regulatory, Legal & Risk
Management
Human Capital Management
Experience
Diversity
24
Mark A. Stevens has been the managing partner of S-Cubed
Capital, a private family office investment firm, since 2012. He
was a managing partner from 1993 to 2011 of Sequoia Capital, a
venture capital investment firm, where he had been an associate
for the preceding four years. Previously, he held technical sales
and marketing positions at Intel Corporation, and was a member
of the technical staff at Hughes Aircraft Co. Mr. Stevens is a
Trustee of the University of Southern California. He was a
director of Quantenna Communications, Inc., a provider of Wi-Fi
solutions, from 2016 until 2019. Mr. Stevens holds a BSEE degree,
a BA degree in Economics and an MS degree in Computer
Engineering from the University of Southern California and an
MBA degree from Harvard Business School.
Mr. Stevens brings to the Board a deep understanding of the
technology industry, and the drivers of structural change and high-
growth opportunities. He provides valuable
insight regarding
corporate strategy development and the analysis of acquisitions
and divestitures. His significant financial community experience
gives the Board an understanding of the methods by which
companies can increase value for their stockholders.
MARK A. STEVENS
Managing Partner, S-Cubed
Capital
Age: 63
Director Since: 2008
(previously served
1993-2006)
Committees: AC, NCGC
Independent Director
Other Current Public
Company Boards:
None
Industry & Technical
Financial/Financial
Community
Governance & Public
Company Board
Emerging Technologies &
Business Models
25
Information About the Board of Directors and Corporate Governance
Independence of the Members of the Board of Directors
Nasdaq rules and our Corporate Governance Policies (as further described below) require that a majority of our directors
not have a relationship that would interfere with their exercise of independent judgment in carrying out their
responsibilities and that they meet any other qualification requirements required by the SEC and Nasdaq.
Dr. Drell has served as Provost of Stanford University since 2017. NVIDIA has entered into transactions, relationships or
arrangements during the past three fiscal years with Stanford University for the support of research and activities
related to NVIDIA’s industry and line of business. The amount that NVIDIA paid in each of the last three fiscal years to
Stanford University, and the amount received in each of those years by NVIDIA from Stanford University, did not, in any of
those years, exceed the greater of $200,000 or 1% of either entity’s consolidated gross revenues.
After considering the above arrangements, and all other relevant relationships and transactions, our Board determined
that, except for Mr. Huang, all of our directors are “independent” as defined by Nasdaq’s rules and regulations. The Board
also determined that all members of our AC, CC and NCGC are independent under applicable Nasdaq listing standards,
and that each of Messrs. McCaffery, Perry and Seawell of the AC are “audit committee financial experts” as defined under
applicable SEC rules.
Board Leadership Structure
Our Board ensures that each member has an equal voice in the affairs and the management of NVIDIA by having an
independent Lead Director, rather than a chairperson, which the Board believes best serves our stockholders. Our Lead
Director is an integral part of our Board structure and critical to our effective corporate governance. The independent
directors consider the role and designation of the person to serve as Lead Director on an annual basis. The Board
recognizes that different board leadership structures may be appropriate under different circumstances and its annual
review includes consideration of whether having a Lead Director continues to best meet NVIDIA’s evolving needs and
serves in the best interest of its stockholders.
Our Board believes its current leadership structure is appropriate because the active involvement of each of our
independent directors, combined with the qualifications, significant responsibilities and strong oversight by our Lead
Director, provide balance on the Board and promote independent oversight of our management and affairs. Our Board
also believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and
oversight between management and our independent directors and it provides the right foundation to pursue the
Company’s strategic and operational objectives, particularly in light of the evolution of our business and operating
environment. Our CEO has primary responsibility for the operational leadership and strategic direction of the Company,
and the Lead Director facilitates our Board’s independent oversight of management, promotes communication between
management and our Board, and supports our Board’s consideration of key governance matters. This arrangement
promotes open dialogue among the Board, including discussions of the independent directors during quarterly executive
sessions without the presence of our CEO, which are led by our Lead Director. We believe that our current structure best
serves stockholders, without the need to appoint a person to serve as chairperson of the Board.
Under our corporate governance policies, the Board may select a chairperson in its discretion, but, if it does not, a Lead
Director shall be designated annually by a majority of the independent directors and identified in the Company’s proxy
statement. These policies help to ensure a robust independent leadership structure on our Board.
While the Board has the discretion to consider other leadership structures, including having the Lead Director (or
chairperson, if any) and CEO roles filled by a single individual, it would only consider a change if it best aligned with the
interests of our stockholders, management, and the Board, and it complied with applicable laws and regulations. If in the
future our CEO were to take a leadership position on the Board, such as chairperson, we expect that the Board would
continue to appoint an independent Lead Director to maintain a balanced and strong leadership structure and otherwise
represent the Board independently from the Company’s management team. Any changes to the Board’s leadership
structure would take into account stockholder views, including through our ongoing stockholder outreach, and would be
communicated to stockholders on our Investor Relations website and in our proxy statement.
Contingent upon re-election to the Board, as of the 2023 Meeting, Mr. Neal will be appointed as our Lead Director and
also take over as NCGC Chairperson, the latter of which will afford him increased engagement with Board governance and
risk assessment and with management of the Company, as well as input on the design and composition of the Board. Our
Lead Director may provide input on the design of the Board as requested by the NCGC. In his role as NCGC Chairperson,
we expect our Lead Director to lead discussions, provide input and oversee the design of the Board itself.
Mr. Neal has served as a director since 2019 and currently serves as a member of the NCGC. Mr. Neal has extensive
experience as a trial lawyer and has advised numerous companies, boards of directors and individuals on corporate
governance and legal matters. He has also helped clients manage internal and government investigations. Mr. Neal also
has executive experience from his time serving as Cooley LLP’s CEO, and board experience from serving on the Levi
Strauss & Co. board of directors. The Board believes Mr. Neal’s experience, breadth of knowledge and contributions to the
26
Board position him well to provide strong leadership and oversight of ongoing Board matters and to contribute valuable
insight with respect to the Company’s business. The Board believes that Mr. Neal is highly qualified to assist the Board in
overseeing the identification, assessment and management of the Company’s exposure to various risks as a result of his
extensive risk management, legal and executive experience. The Board believes that Mr. Neal will be able to provide
leadership and help guide the Board’s independent oversight of the Company’s risk exposures through his role as Lead
Director. Further information on the Board’s oversight of risk management is detailed below under Role of the Board in
Risk Oversight.
Our Lead Director has significant responsibilities, which are set forth in our Corporate Governance Policies, and include
the duties listed below.
Duties of Our Lead Director
Determining an appropriate schedule of Board meetings and seeking to ensure that the
independent members of the Board can perform their duties responsibly while not
interfering with the flow of our operations
Working with the CEO, and seeking
management, as to the preparation of the agendas for Board meetings
input from other directors and relevant
Advising the CEO on a regular basis as to the quality, quantity and timeliness of the flow
of information requested by the Board from our management with the goal of providing
what is necessary for the independent members of the Board to effectively and
responsibly perform their duties, and, although our management is responsible for the
preparation of materials for the Board, the Lead Director may specifically request the
inclusion of certain material
Coordinating, developing the agenda for, and moderating executive sessions of the
independent members of the Board and acting as principal liaison between them and
the CEO on sensitive issues
Presiding over Board meetings when the CEO is not present
Convening meetings of the independent directors as necessary or appropriate
Being available to engage with stockholders, as necessary or appropriate
Performing such other duties as the Board may determine from time to time
ü
ü
ü
ü
ü
ü
ü
ü
Our Lead Director may require Board consideration of risk matters, including adding them to board agendas or as topics
for executive sessions of the independent members of the Board. As discussed further below, the Board maintains
oversight of strategic risks for the Company and works with the CEO to address risk management matters.
In addition, our Lead Director may represent the Board in communications with stockholders and other stakeholders. The
Lead Director makes themself available for consultation with major stockholders pursuant to our Corporate Governance
Policies. For the past five years that Mr. Perry served as Lead Director, he participated in our annual stockholder outreach
meetings. We expect Mr. Neal to continue this participation.
Committees of the Board of Directors
The Board has three committees: an AC, a CC and a NCGC. Each of these committees operates under a written charter,
which may be viewed under Governance in the Investor Relations section of our website at www.nvidia.com.
Committee assignments are determined based on background and the expertise which individual directors can bring to a
committee. Our Board believes regular committee rotations are a good corporate governance practice which introduces
diverse perspectives and ideas, more fully informs its members regarding the full scope of the Board and our activities,
and benefits each committee and the Board as a whole. The composition and functions of our committees are set forth
below.
27
AC
Members as of our 2022 Meeting
A. Brooke Seawell
• Michael G. McCaffery (Chairperson)
•
• Mark L. Perry
Aarti Shah
•
• Mark A. Stevens
Members as of our 2023 Meeting
A. Brooke Seawell (Chairperson)
•
• Michael G. McCaffery
• Mark L. Perry
Aarti Shah
•
• Mark A. Stevens
In Fiscal 2023, the AC met five times. Selected highlights from its agenda topics included: supply chain operations,
capitalization review and strategy, COVID-19 and return to work, tax, treasury, internal audit and information
security reviews.
Committee Role and Responsibilities
•
•
•
•
•
•
•
•
•
•
•
•
•
Oversees our corporate accounting and financial reporting process;
Oversees our internal audit function;
Determines and approves the engagement, retention and termination of the independent registered
public accounting firm;
Evaluates the performance of and assesses the qualifications of our independent registered public
accounting firm;
Reviews and approves the retention of the independent registered public accounting firm for permissible
audit and non-audit services;
Confers with management and our independent registered public accounting firm regarding the results
of the annual audit, our quarterly financial statements and results, and the effectiveness of internal
control over financial reporting, including those regarding information security;
Reviews the financial statements to be included in our quarterly reports on Form 10-Q and annual report
on Form 10-K;
Reviews earnings press releases and the substance of financial information and outlook provided to
investors and analysts on earnings calls;
Adopts and maintains policies regarding preapproval of employment of individuals employed or formerly
employed by auditors and engaged on our account;
Prepares the report required to be included by SEC rules in our annual proxy statement or Form 10-K;
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding
accounting, internal accounting controls or auditing matters and the confidential and anonymous
submission by employees of concerns regarding questionable accounting or auditing matters;
Oversees risks related to financial reporting and exposures, internal audit functions, regulatory and
accounting policies; and
Reviews and reports on the adequacy and effectiveness of the Company’s information security policies
and practices and the internal controls regarding information security risks
CC
Members as of our 2022 Meeting (no changes being made)
•
•
•
•
•
Dawn Hudson (Chairperson)
Robert K. Burgess
Tench Coxe
John O. Dabiri
Harvey C. Jones
In Fiscal 2023, the CC met five times. Selected highlights from its agenda topics included: regulatory updates
related to compensation and trading plans, executive and employee compensation practices, review of benefits and
well-being programs, human capital management and employee demographics, review of pay equity, employee
retention, and the Company’s share usage and strategy.
Committee Role and Responsibilities
•
•
•
•
•
•
•
•
•
Reviews and approves our overall compensation strategy and policies;
Reviews and recommends to the Board the compensation of our Board members;
Reviews and approves the compensation and other terms of employment of Mr. Huang and other
executive officers;
Reviews and approves corporate performance goals and objectives relevant to the compensation of our
executive officers and other senior management;
Reviews and approves the disclosure contained in CD&A and for inclusion in the proxy statement and
Form 10-K;
Administers our stock purchase plans, variable compensation plans and other similar programs;
Oversees our human capital management practices including policies related to diversity, inclusion and
belonging;
Assesses and monitors whether our compensation policies and programs have the potential to encourage
excessive risk-taking; and
Oversees risks related to compensation plans, programs and policies, and human capital management
28
NCGC
Members as of our 2022 Meeting
•
Harvey C. Jones (Chairperson)
•
Stephen C. Neal
Persis S. Drell
•
• Mark L. Perry
• Mark A. Stevens
Members as of our 2023 Meeting
•
Stephen C. Neal (Chairperson)
•
Harvey C. Jones
Persis S. Drell
•
• Mark L. Perry
• Mark A. Stevens
In Fiscal 2023, the NCGC met three times. Selected highlights from its agenda topics included: consideration of
Board recruiting matters, and current Board member backgrounds and skills; the Company’s CR efforts, particularly
those related to climate change, corporate responsibility and our diversity and inclusion initiatives; and addressing
stockholder concerns.
Committee Role and Responsibilities
Identifies, reviews and evaluates candidates to serve as directors;
Recommends candidates for election to our Board;
•
•
• Makes recommendations to the Board regarding committee membership and chairpersons;
Assesses the performance of the Board and its committees;
•
•
Reviews and assesses our corporate governance principles and practices;
• Monitors changes in corporate governance practices and rules and regulations;
•
•
Approves related party transactions;
Reviews and assesses our CR strategy, risks and opportunities periodically, including related programs and
initiatives;
Oversees and reviews policies and practices on trade compliance, regulatory matters and related risks;
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding
violations of our Code of Conduct; and
•
•
• Monitors the effectiveness of our anonymous tip process
29
Role of the Board in Risk Oversight
The Board oversees risk management at NVIDIA and delegates oversight of appropriate topics to its committees. The
oversight responsibility of our Board and its committees is enabled by management reporting processes, including our
ERM process, that are designed to provide visibility to our Board about the identification, assessment and management
of critical risks and management’s risk mitigation strategies. Our Board retains direct oversight of strategic risks to
NVIDIA and other risk areas not delegated to one of its committees.
RISK OVERSIGHT AT NVIDIA
Board of Directors
Oversees management of major risks
ü Business Model
ü Strategic Execution
ü Product Quality and Safety
ü Operational, including Supply Chain
and Sourcing
ü Regulatory, Public Policy,
Legal, Intellectual Property
and Compliance
ü Financial and Macroeconomic
ü Information Security, including
Cybersecurity
ü Corporate Development and
Acquisitions
ü Brand and Reputation
ü Business Continuity
ü Management Development
ü Enterprise Resource Planning
AC
CC
NCGC
ü Financial statement, and earnings
materials integrity and reporting
ü Financial risk exposures, including
investments, cash management,
and foreign exchange management
ü Disclosure controls and procedures
ü Legal, regulatory and compliance
ü Information security and
cybersecurity policies and practices
and the internal controls regarding
information security risks
ü Oversees the performance of the
internal audit function, including
auditor functions, performance and
independence
ü Accounting and audit principles and
policies, and regulatory and
accounting initiatives
ü Compensation policies, plans,
practices and programs for
directors, executives and
employees
ü Governance structure, processes
and policies, including as it relates
to regulatory changes and other
developments
ü Human capital management,
including recruiting,
retention, development,
diversity, inclusion and
belonging
ü Stockholder concerns, and policies
and procedures for communication
ü Effectiveness of our anonymous tip
process
ü CR oversight
ü Board and committee composition
and refreshment, and board
performance assessment
ü Legal and regulatory matters,
including trade compliance
ü Related party transactions
ü Policies and practices related to
government relations, public policy,
and related expenditures
Executive management identifies and manages business risks; the ERM process identifies and monitors risk; and reports
to the Board on management, oversight and mitigation of risks
Provides independent assurance on design and effectiveness of internal controls and governance processes
Internal Audit
Management
A review of risk and risk management by our Board, including strategic and information security matters, is integral to
NVIDIA’s long-term objectives, and by retaining oversight of risks at the Board level, we believe we have established a
process allowing for thorough assessment of these matters. Given the importance of topics like information security to
our business, which includes cybersecurity, the Board has determined that these matters should remain under the full
Board’s oversight. The AC supplements full Board oversight by reviewing and reporting on the adequacy and
effectiveness of the Company’s information security policies and practices and the internal controls regarding
information security risks. The AC receives quarterly information security updates from management, including our Chief
Security Officer and members of our security team. The full Board also receives annual reports on information security
matters, including cybersecurity, from our Chief Security Officer and members of our security team.
The involvement of our Board committees is designed to increase the effectiveness of the Board's risk oversight by
allocating authority and responsibility, as set forth in committee charters, to the particular committee that is best
equipped to provide guidance and oversight regarding the operations, issues and risks presented, with escalation to the
full Board as appropriate. The AC also meets in executive session with the leaders of our key control functions, which
ensures that Board members have direct access to these teams, and that these teams are appropriately staffed and
resourced. Committee chairpersons provide regular reports to the full Board regarding matters reviewed by their
30
committees, including key risks, and the committees work together with the full Board to facilitate the receipt of the
information deemed necessary to fulfill their oversight responsibilities over our risk management activities. Our Board
believes that our Board leadership structure helps to facilitate its oversight of risk at the Company because its strong
independent Lead Director and independent committees proactively provide oversight of and engage with management
on the Company’s key risks. For further discussion, please see Board Leadership Structure above.
Each year management leads an ERM process, which includes a formal assessment of the Company’s risk environment.
The ERM process is overseen and reviewed by the Board on an annual basis. Our ERM process identifies, assesses and
manages the Company’s most significant risks and uncertainties that could materially impact the long-term health of the
Company or prevent the achievement of strategic objectives.
Our ERM team works with senior management to identify major risks to the Company. The ERM process results are
reviewed by our CEO, CFO, EVP of Worldwide Field Operations, EVP of Operations, General Counsel and internal audit
team. We do not have a member of senior management with the title of Chief Compliance Officer, as we believe it is more
effective to have our senior management, who report directly to our CEO, responsible for managing key risks specific to
their functional areas. Because risks are considered in conjunction with the Company’s operations and strategies,
including long-term strategies, risks are identified and evaluated across different timeframes, including in the short-,
intermediate- and long-term, depending on the specific risk. In evaluating top risks, the Board and management consider
short-, intermediate-, and long-term potential impacts on the Company’s business, financial condition, and results of
operations, which involves looking at the internal and external environment when evaluating risks, risk amplifiers and
emerging trends, and they consider the risk horizon as part of prioritizing the Company’s risk mitigation efforts. The
Company’s most significant risks identified through the ERM process are reviewed annually with the Board, including the
potential impact and likelihood of the risks materializing over the relevant timeframe, future threats and trends, and the
actions, strategies, processes, controls, and procedures used or to be implemented to manage and mitigate the risks. As
a part of this annual process the Board provides feedback on risk ranking and risk management strategies, as well as the
ERM process.
The Board and its committees receive updates, as appropriate, during the year from management regarding the risk
management processes, operations and organization, the mitigation of key existing and emerging risks and, as
appropriate, provide feedback to address these matters, including those related to cybersecurity, trade compliance and
strategy. Management’s regular attendance at Board and committee meetings provides Board members direct access to
our management team and the opportunity for the Board to receive updates on our risk exposure. Further, the agendas
for each Board meeting, as determined by our CEO and Lead Director, are developed and adjusted throughout the year, to
adapt to any emerging risks or key topics.
The Company’s ERM process is structured to achieve robust and thoughtful Board-level attention on the Company’s risk
management process and the nature of the material risks faced by the Company. It is also designed so that the Board
can respond to and mitigate these risks in a manner that closely aligns to the Company’s disclosure controls and
procedures. The ERM results are reviewed and considered by members of management who are responsible for our
public reporting and the Board. Our public reports are prepared by management who participate in the ERM process, and
are reviewed by the Board or its committees, as appropriate, and this process contributes to the effective functioning of
our disclosure controls and procedures. Our risk oversight processes and disclosure controls and procedures are
designed to appropriately identify potential risks for disclosure.
The Board, each of its committees, and senior management may, and have in the past, engaged outside advisors, experts
and consultants, to help develop and analyze the Company’s risk management and mitigation efforts and associated
controls and procedures, as well as to help the Company anticipate future threats and trends which could have an impact
on our business. The ERM process also facilitates the incorporation of risk assessment and evaluation into the strategic
planning process and the provision of regular reports to senior management, including the CEO, regarding the actions,
strategies, processes, controls, and procedures specific to managing, mitigating, and anticipating significant risks.
Corporate Governance Policies of the Board of Directors
The Board has adopted Corporate Governance Policies to ensure that the Board has the necessary authority and
processes in place to review and evaluate our business operations as needed and to make decisions that are independent
of our management. These policies include practices the Board follows with respect to its composition and selection,
regular evaluations of the Board and its committees, Board meetings and involvement of senior management, senior
management performance evaluation, and Board committees and compensation. These policies may be viewed under
Governance in the Investor Relations section of our website at www.nvidia.com.
Executive Sessions of the Board
As required under Nasdaq’s listing standards, our independent directors meet regularly in scheduled executive sessions at
which only independent directors are present, as well as in sessions with the CEO. In Fiscal 2023, our independent
directors met in both types of executive sessions at three of our scheduled quarterly Board meetings.
31
Director Attendance at Annual Meeting
We expect that our directors will attend each annual meeting, absent a valid reason. All Board members attended our
2022 Meeting.
Board Self-Assessments
The NCGC oversees an evaluation process, conducted at least annually, whereby outside legal counsel for NVIDIA
interviews each director to obtain his or her evaluation of the Board as a whole, and of the committees on which he or she
serves. The interviews solicit ideas from the directors about, among other things, improving the quality of Board and/or
committee oversight effectiveness regarding strategic direction, financial and audit matters, executive compensation,
acquisition activity and other key matters. The interviews also focus on Board process and identifying specific issues
which should be discussed in the future. After these evaluations are complete, our outside corporate counsel summarizes
the results, reviews them with our Lead Director, and then submits the summary for discussion by the NCGC.
In response to the evaluations conducted in Fiscal 2023, our Board determined to focus on the Company’s supply chain,
cybersecurity, human capital management, environmental commitments, and regulatory matters, and requested
additional reviews of senior management performance. The Board also determined to focus on the Board’s composition
and process for Board refreshment.
Director Orientation and Continuing Education
The NCGC and our General Counsel are responsible for new director orientation and for administering or approving
eligible director continuing education programs. Continuing education programs for directors may include a combination
of internally developed materials and presentations, programs presented by third parties, and financial and administrative
support for attendance at qualifying academic or other independent programs.
Director Stock Ownership Guidelines
Our Corporate Governance Policies require each non-employee director to hold shares of our common stock with a total
value equal to six times the annual cash retainer for Board service during the period in which he or she serves as a
director (or six times his base salary, in the case of the CEO). The shares may include vested deferred stock, shares held in
trust and shares held by immediate family members, but unvested or unexercised equity awards do not count for
purposes of this ownership calculation. Non-employee directors have five years after their Board appointment to reach
the ownership threshold. Our stock ownership guidelines are intended to further align director interests with stockholder
interests.
Each non-employee director and Mr. Huang currently meets or exceeds the stock ownership requirements, with the
exception of Dr. Dabiri, who joined our Board in 2020 and has five years from joining the Board to reach the ownership
threshold.
Hedging and Pledging Policy
Under our Insider Trading Policy, our directors, executive officers, employees, and their designees may not hedge their
ownership of NVIDIA stock, including but not limited to trading in options, puts, calls, or other derivative instruments
related to NVIDIA stock or debt. Additionally, directors, executive officers, employees, and their designees may not
purchase NVIDIA stock on margin, borrow against NVIDIA stock held in a margin account, or pledge NVIDIA stock as
collateral for a loan. We allow for certain portfolio diversification transactions, such as investments in exchange funds.
Management Development
The Board reviews, on an annual basis, management development for senior management and discusses candidates to
fulfill senior management’s, including the CEO’s, responsibilities on an interim basis in the event that a member of senior
management is disabled or otherwise incapacitated. The Board’s goal is to have long-term, effective leadership
continuity.
Outside Advisors
The Board and each of its principal committees may retain outside advisors and consultants of their choosing at our
expense. The Board need not obtain management’s consent to retain outside advisors. In addition, the principal
committees need not obtain either the Board’s or management’s consent to retain outside advisors.
Code of Conduct
Our directors, executives and employees are expected to conduct themselves with the highest degree of integrity, ethics
and honesty. Our credibility and reputation depend upon their good judgment, ethical standards and personal integrity.
Our Code of Conduct applies to all executive officers, directors and employees, including our principal executive officer,
principal financial officer and principal accounting officer. The Financial Team Code of Conduct applies to our executive
officers, directors and members of our finance department. We regularly review our Code of Conduct and related policies
32
to ensure that they provide clear guidance to our directors, executives and employees. We also regularly train our
employees on our Code of Conduct and other policies.
The Code of Conduct and the Financial Team Code of Conduct may be viewed under Governance in the Investor Relations
section of our website, at www.nvidia.com. If we make any amendments to either code, or grant any waiver from a
provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or
waiver on our website or in a report on Form 8-K. Information contained on our website is not incorporated by reference
into this or any other report we file with the SEC.
Corporate Hotline
We have established an independent corporate hotline to allow any employee, contractor, customer or partner to
confidentially and anonymously submit a complaint about any accounting, internal controls, auditing, Code of Conduct or
other matter of concern (unless prohibited by local privacy laws).
Stockholder Communications with the Board of Directors
electronic written
Stockholders who wish to communicate with the Board regarding nominations of directors or other matters may do so by
sending
at
addressed
shareholdermeeting@nvidia.com. All stockholder communications we receive that are addressed to the Board will be
compiled by our Secretary. If no particular director is named, letters will be forwarded, depending on the subject matter,
to the chairperson of the AC, CC or NCGC. Matters put forth by our stockholders will be reviewed by the NCGC, which will
determine whether these matters should be presented to the Board. The NCGC will give serious consideration to all such
matters and will make its determination in accordance with its charter and applicable laws.
communications
Secretary,
Timothy
Teter,
our
to
S.
Majority Vote Standard
Under our Bylaws, in an uncontested election, stockholders will be given the choice to cast votes FOR or AGAINST the
election of directors or to ABSTAIN from such vote and shall not have the ability to cast any other vote with respect to
such election of directors. A director shall be elected by the affirmative vote of the majority of the votes cast with
respect to that director, meaning the number of shares voted FOR a director must exceed the number of votes cast
AGAINST that director. If the votes cast FOR an incumbent director in a non-contested election do not exceed the
number of AGAINST votes, such incumbent director shall offer to tender his or her resignation to the Board. The NCGC or
other committee that may be designated by the Board will make a recommendation to the Board on whether to accept or
reject the resignation or whether other action should be taken. The Board will act on such committee’s recommendation
and publicly disclose its decision and the rationale within 90 days from the date of certification of the election results. In
making their decision, such committee and the Board will evaluate the best interests of the Company and its
stockholders and shall consider all factors and information deemed relevant. The director who tenders his or her
resignation will not participate in such committee’s recommendation or the Board’s decision.
In a contested election, in which the number of nominees exceeds the number of directors to be elected, stockholders will
be given the choice to cast FOR or WITHHOLD votes for the election of directors and shall not have the ability to cast any
other vote with respect to such election of directors. Our directors will be elected by a plurality of the shares represented
at any such meeting or by proxy and entitled to vote on the election of directors at that meeting. The directors receiving
the greatest number of FOR votes will be elected.
In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the
presence of a quorum but will have no effect on the vote.
Board Meeting Information
The Board met seven times during Fiscal 2023, including meetings during which the Board discussed the strategic
direction of NVIDIA, explored and discussed new business and strategic opportunities and the product roadmap, and
other matters facing NVIDIA. We expect each Board member to attend each meeting of the Board and the committees
on which he or she serves. Each Board member attended 75% or more of the meetings of the Board and of each
committee on which he or she served during Fiscal 2023.
33
Corporate Responsibility
NVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound
CR principles and practices into every aspect of the Company. Our Board and management believe that environmental
stewardship, social responsibility and solid governance are important to our business strategy and long-term value
creation. While the full Board has ultimate responsibility for CR matters that impact our business, each committee of the
Board oversees CR matters across our business operations in the areas that align with their respective responsibilities.
The NCGC is responsible for reviewing and discussing with management our policies, issues and reporting related to CR,
including overall CR strategy, risks and opportunities, and related programs and initiatives. The AC has primary
responsibility for overseeing our risk management program, and supplements the Board’s oversight of risks related to the
adequacy and effectiveness of the Company’s information security policies and practices and the internal controls
regarding information security risks. The CC is responsible for reviewing and discussing with management our human
capital management practices, including diversity and inclusion matters. We assess our programs annually in
consideration of stakeholder expectations, market trends, and business risks and opportunities. These issues are
important for our continued business success and reflect the topics of highest concern to NVIDIA and our stakeholders.
The following sections provide an overview of our principles and practices. More information can be found on the
Corporate Responsibility section of our website and in our annual Corporate Responsibility Report, or CR Report.
Information contained on our website or in our annual CR Report is not incorporated by reference into this or any other
report we file with the SEC. Refer to “Item 1A. Risk Factors” in our Form 10-K for a discussion of risks and uncertainties
we face related to CR.
Climate Change
In the area of sustainability, we address our climate impacts across our product lifecycle and assess risks, including
current and emerging regulations and market impacts. The NCGC oversees NVIDIA’s strategy for managing climate-
related risks, opportunities and initiatives.
In our CR Report published in July 2022, we published metrics related to our environmental impact for Fiscal 2022. Fiscal
2023 metrics are expected to be published in the first half of Fiscal 2024. There has been no material impact to our
capital expenditures, results of operations or competitive position associated with global sustainability regulations,
compliance, or costs from sourcing renewable energy. By the end of Fiscal 2025, our goal is to purchase or generate
enough renewable energy to match 100% of our global electricity usage for our offices and data centers.
Whether it is creation of technology to power next-generation laptops or designs to support high-performance
supercomputers, improving energy efficiency is important in our research, development, and design processes. GPUs are
inherently more energy efficient than other forms of computing because they are optimized for throughput, performance
per watt and certain AI workloads. The energy efficiency of our products is evidenced by our continued strong presence
on the Green500 list of the most energy-efficient systems. We powered 23 of the top 30 most energy efficient systems,
including the top supercomputer, on the November 2022 Green500 list.
We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms. Earth-2 will enable
scientists, companies, and policy makers to do ultra-high-resolution predictions of the impact of climate change and
explore mitigation and adaptation strategies.
Human Capital Management
The CC is charged with oversight of human capital management, including with respect to employee diversity, equity and
inclusion, talent acquisition, retention and development, employee engagement and corporate culture. In addition, the full
Board periodically discusses these topics. We believe that our employees are our greatest assets, and they play a key role
in creating long-term value for our stakeholders. As of the end of Fiscal 2023, we had 26,196 employees in 35 countries,
19,532 were engaged in research and development and 6,664 were engaged in sales, marketing, operations, and
administrative positions.
To be competitive and execute our business strategy successfully, we must recruit, develop, and retain talented
employees, including qualified executives, scientists, engineers, and technical and non-technical staff.
Recruitment
As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have
been successful in attracting top talent to NVIDIA. We have attracted strong talent globally with our differentiated hiring
strategies for university, professional, executive and diverse recruits. The COVID-19 pandemic created expanded hiring
opportunities in new geographies and provided increased flexibility for employees to work from locations of their choice.
Approximately 80% of our workforce is technical and approximately 50% of our workforce holds advanced degrees.
34
In Fiscal 2023, we slowed our hiring to focus on our current employees and manage costs. We continue to attract global
talent from universities through on-campus collaborations with professors and student organizations, as well as
engagement with technical organizations and participation at industry conferences. Our employees also help to recruit
top talent, with over one third of our new hires in Fiscal 2023 coming from employee referrals.
Development and Retention
We encourage life-long learning. We support employee development through self-learning, on-the-job experiences, and
learning from each other. We have an extensive library of on-demand technical and non-technical content. We provide in-
person learning experiences that include interactive workshops, panel discussions and speaker forums. We curate
learning paths on targeted areas of skill development. We offer tuition reimbursement programs to subsidize educational
programs and advanced certifications. We encourage internal mobility through career coaching that advises employees
on developmental activities and internal transfer opportunities. We have implemented specifically designed mentoring
and development programs for women and employees from traditionally underrepresented groups to ensure widespread
readiness for future advancement.
To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party
platform. Pulse surveys help us gain insight into employee experience and provide ideas so that we can prioritize areas to
take action. The suggestion box is an always-on, interactive tool where employees share their thoughts about making our
company a better place to work. The anonymous third-party platform is designed to protect the identity of the reporter
and provide a mechanism for reporters to follow an investigation and receive responses.
We want NVIDIA to be a place where people can build their careers over their lifetime. Our employees tend to come and
stay. In Fiscal 2023, our overall turnover rate was 5.3%.
Compensation, Benefits, and Well-Being
Our compensation program rewards performance and is structured to encourage employees to invest in the Company’s
future. Employees receive equity, except where unavailable due to local regulations, that is tied to our stock price and
vests over time to help retain employees while aligning their interests with those of our stockholders.
We offer comprehensive benefits to support our employees’ and their families’ well-being, including physical, mental and
financial health. These benefits include our 401(k) programs in the U.S., statutory pension programs outside the U.S., our
employee stock purchase program, flexible work hours and time off, and programs to address mental health, stress, and
time-management challenges. We evaluate our benefit offerings globally and aim to provide comparable support across
the regions where we operate. We are committed to providing tailored benefits based on community needs, including
assistance for military members, additional mental health benefits, and support for new birth parents, and those who
wish to become parents.
Diversity and Inclusion
We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all
employees.
When recruiting for new talent or managing current talent, we focus on recruiting, developing, and retaining a more
diverse workforce with a focus on those historically underrepresented in the technology field, including women, Black/
African American, and Hispanic/Latino candidates.
To this end, we:
•
•
•
•
•
•
•
Partner with institutions and professional organizations serving historically underrepresented communities;
Assign dedicated recruiting teams to support candidates from historically underrepresented groups through the
interview process;
Embed inclusion recruiting partners throughout the business to help align candidates with internal opportunities;
Support the development of women employees through programs aimed at building a pipeline of future leaders;
Provide peer support and executive sponsors for nine internal community resource groups;
Provide training and education to managers and peers on fostering supportive environments and recruiting for
diversity;
Ensure we have and review a diverse pool of candidates for job requisitions; and
• Measure year over year progress and provide leadership visibility on diversity efforts.
As of the end of Fiscal 2023, our global workforce was 80% male, 19% female, and 1% not declared, with 6% of our
workforce in the United States composed of Black or African American and Hispanic or Latino employees. Of our NEOs,
40% are women and 40% are ethnically and/or racially diverse.
35
We strive to provide equitable compensation and opportunities for advancement to all employees and to achieve
promotion parity based on gender, race, and ethnicity.
To ensure pay parity, defined as no statistically significant differences in compensation based on gender, race, or
ethnicity, we have used a third-party firm each year since 2015 to analyze our pay practices for gender, race and ethnicity,
including based on individual performance ratings, education, years of experience, job function, job family, and position
level. We have achieved pay parity for the past several years and seek to continue doing so.
In Fiscal 2023, we promoted 14% of our workforce, with women and men being promoted at an approximately equal rate.
Health and COVID-19
We supported our employees and their families in making their health and safety a top priority during Fiscal 2023 and
throughout the COVID-19 pandemic to keep our workforce safe.
Hybrid Working Environment
We support a hybrid work environment, understanding that many employees want the flexibility to work in the office or
from home, and to make that decision based on the conditions around them at any point in time.
Steps we have taken to support employees working from home include:
•
•
•
Home-focused health and well-being programs;
Learning and development resources on how to work, lead and manage remotely; and
Opportunities for employees to socially connect with one another virtually.
During Fiscal 2024, we will continue a flexible work environment. We have also instituted Company-wide “rest days” each
quarter where the Company unplugs for two consecutive days so that employees can recharge.
Information Security and Data Privacy
We design our products to protect the privacy, networks, computers, programs, information and data of our customers,
partners, and employees. The Board is committed to strong and meaningful information security and privacy protections.
Our Chief Security Officer and members of our security team present at least annually to our Board and provide updates
throughout the year as needed. These leaders also update the AC quarterly.
Our information security, including cybersecurity, practices comprise the physical, procedural, and technical safeguards
we take and are designed to protect customer and employee information from unauthorized access or attack, and
measures designed to secure NVIDIA networks, systems, devices, products, and services in order to secure the privacy of
our customers’ and employees’ data. We established a cross-functional leadership team, consisting of executive-level
leaders, that meets monthly to review cybersecurity matters and evaluate emerging threats. To ensure a robust breadth
of knowledge, the team consults as needed with external parties, such as computer security firms and risk management
and governance experts. With oversight and guidance provided by the cross-functional leadership team, our information
security teams continually refine our practices to address emerging security risks and changes in regulations.
We have a privacy policy that describes how we collect, use, store, process, share and protect customer data, as well as
how customers can access and manage their personal data. We seek to uphold the legal protections safeguarding the
privacy of our customers’ data. Our employees are required to complete information security awareness training and to
comply with our information security and privacy policies.
Human Rights
We define human rights as the fundamental rights, freedoms and standards of treatment belonging to all humans. Our
approach to human rights is aligned with internationally recognized human rights principles, including the United Nations
Global Compact, the United Nations Guiding Principles, the Universal Declaration of Human Rights, the International
Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights, the Core
Conventions of the International Labour Organization, and the International Labour Organization Declaration on
Fundamental Principles and Rights at Work, and we follow the laws of the countries in which we operate.
We have codified our approach to human rights in our Human Rights Policy and work to embed human rights
considerations into decision-making processes throughout the Company.
36
Supply Chain Management
We seek to promote human rights throughout our supply chain and expect our suppliers to respect human rights
whenever they provide products or services for us.
We are a full member of the RBA, an international industry organization dedicated to corporate social responsibility in
global supply chains. Since adopting the RBA Code of Conduct in 2007 when we first became an RBA member, we have
continued to integrate its elements into our processes, including auditing strategic suppliers and conducting internal
assessments to confirm that we are addressing all aspects of responsible supply chain management. All of our
manufacturing suppliers are expected to comply with the RBA Code of Conduct and associated NVIDIA policies, including
an Agreement for Manufacturer Environmental Compliance.
We expect our suppliers to maintain progressive employment, environmental, health, safety and ethical practices that
meet or exceed applicable laws, the RBA Code of Conduct, our Corporate Social Responsibility Directive, our Code of
Conduct and our Human Rights Policy. We also encourage suppliers to use the RBA Code of Conduct as a platform to go
above and beyond compliance. We monitor our supply chain through the RBA’s Validated Assessment Program and work
directly with suppliers to implement any corrective actions.
We seek to use in our products gold, tantalum, tungsten, and tin from conflict-free sources, as explained in more detail in
our Responsible Minerals Policy.
Trustworthy AI
We seek to advance trustworthy AI that is founded in our core values, reflects our Code of Conduct and is rooted in the
principles of upholding human rights. We recognize that technology can have a profound impact on people and the world
and have therefore set priorities that aim to foster positive change and enable trust and transparency in AI development.
Our products are programmable and general purpose in nature. When we provide tools to help developers create
applications for specific industries, we focus on creating products and services that enable developers to create and
accelerate socially beneficial applications.
Public Policy Engagement and Accountability
Our NCGC oversees our public policy engagement and accountability. Our Government Relations team engages in public
policy advocacy to affect government action on issues of importance to our business, customers, stockholders, and
employees, and to provide thought leadership to global governments on issues that directly affect our business. It is also
a platform for educating policymakers through demonstrations of NVIDIA’s technology, amplifying our work in targeted
areas, and collaborating with various organizations on issues of shared interest. We focus our public policy activities in AI,
specifically to promote investment in core AI research, support workforce development around AI, and provide
educational resources to technology policy advisors. NVIDIA may incur expenditures to support or educate viewpoints on
public policy issues, including expenditures for intermediaries that advocate on our behalf if it is in our best interest.
NVIDIA does not make contributions of any kind (money, employee time, goods or services, or employee expense
reimbursements), to political parties or candidates, including any direct contributions to any intermediary organizations,
such as PACs or lobbyists, campaign funds, or trade or industry associations or super PACs. This policy applies in all
countries and across all levels of government, even where such contributions are permitted by law.
We belong to trade associations worldwide, representing the interests of the technology industry, industries in which we
operate and the broader business community. Where required by law, we file lobbying disclosure reports with U.S. federal,
state and local governments.
Management reports to the NCGC about our policies and practices in connection with governmental relations, public
policy advocacy, and related expenditures.
NVIDIA’s policies and practices related to public policy matters, including lobbying activities, trade association
memberships, and related expenditures, are available on our website at https://investor.nvidia.com/governance/
governance-documents.
37
Director Compensation
The CC reviews our non-employee director compensation annually with the assistance of Exequity LLP, the CC’s
independent compensation consultant. Exequity LLP prepares a comprehensive assessment of our program, including
comparison to the executive compensation peer group most recently approved by the CC at the time of assessment, an
update on recent trends in director compensation, and a review of related corporate governance best practices.
For our non-employee director compensation program for the year starting on the date of our 2022 Meeting, or the 2022
Program, the CC recommended, and the Board approved, maintaining the same compensation as the previous year — a
mix of cash and equity awards with an approximate annual value of $340,000. This was slightly below the median total
annual compensation paid by the peer group to their non-employee directors. We do not pay additional fees for serving as
a Lead Director, as chairperson or member of our AC, CC or NCGC (our three standard Board committees), or for meeting
attendance. Directors who are also employees do not receive fees or equity compensation for service on the Board.
Cash Compensation
The cash portion of the annual retainer was $85,000, paid quarterly.
Equity Compensation
The target value of the equity portion of the annual retainer was $255,000, granted as RSUs on the first trading day
following the date of our 2022 Meeting, or the 2022 Program RSUs.
The number of shares subject to each director’s 2022 Program RSUs equaled this value, divided by the 30-calendar day
trailing average closing price of our common stock ending the business day before the 2022 Meeting. A trailing average
was used instead of a single stock price on the date of grant to reduce possible market volatility. The CC understands
that using historical average stock prices can result in the ultimate grant date value of an award, as required to be
reported in the Director Compensation Table under ASC 718, being different than the target equity value the CC intends
to deliver. The CC considered various approaches to calculating the number of shares underlying the 2022 Program RSUs
and determined the process described above is appropriate at this time.
To correlate the vesting of the 2022 Program RSUs to the directors’ service on the Board and its committees over the
following year, 50% of the RSUs vested on the third Wednesday in November 2022 and 50% will vest on the third
Wednesday in May 2023. If a director’s service terminates due to death, their RSU grants will immediately vest in full for
the benefit of their beneficiaries. Directors do not receive dividend equivalents on unvested RSUs.
Non-employee directors can elect to defer settlement of RSUs upon vesting for tax planning purposes to the earlier of (i)
a future year (no sooner than 2024 for the 2022 Program RSUs) or (ii) in connection with the director’s cessation of
service or certain change in control events, in accordance with the rules under Section 409A of the Internal Revenue
Code. Messrs. Coxe and Jones, and Dr. Shah elected to defer settlement of their 2022 Program RSUs.
Other Compensation/Benefits
Our directors are reimbursed for expenses incurred in attending Board and committee meetings and continuing
educational programs pursuant to our Corporate Governance Policies. We do not offer change-in-control benefits to our
directors, except for vesting acceleration under our equity plans that applies to all award holders under such plans if an
acquirer does not assume or substitute for those awards.
38
Name
Robert K. Burgess
Tench Coxe
John O. Dabiri
Persis S. Drell
Dawn Hudson
Harvey C. Jones
Michael G. McCaffery
Stephen C. Neal
Mark L. Perry
A. Brooke Seawell
Aarti Shah
Mark A. Stevens
Director Compensation for Fiscal 2023
Fees Earned or Paid in Cash ($)
Stock Awards ($) (1)
85,000
85,000
85,000
85,000
85,000
85,000
85,000
85,000
85,000
85,000
85,000
85,000
268,978
268,978
268,978
268,978
268,978
268,978
268,978
268,978
268,978
268,978
268,978
268,978
Total ($)
353,978
353,978
353,978
353,978
353,978
353,978
353,978
353,978
353,978
353,978
353,978
353,978
(1) Amounts shown do not reflect amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value,
calculated in accordance with ASC 718, for RSU awards granted during Fiscal 2023. The assumptions used in the calculation of award values are set
forth in Note 4 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. On June 3, 2022, each non-employee
director serving on the Board received their RSU grant for 1,438 shares, representing their 2022 Program RSUs. The grant date fair value per share for
these awards as determined under ASC 718 was $187.05.
The following table provides information regarding the aggregate number of unvested RSUs held by each of our non-
employee directors as of January 29, 2023:
Name
Robert K. Burgess
Tench Coxe
John O. Dabiri
Persis S. Drell
Dawn Hudson
Harvey C. Jones
Name
RSUs
RSUs
719
719
Michael G. McCaffery
Stephen C. Neal
1,135
Mark L. Perry
719
719
719
A. Brooke Seawell
Aarti Shah
Mark A. Stevens
719
719
719
719
1,287
719
None of our non-employee directors held unexercised stock options as of January 29, 2023.
39
Review of Transactions with Related Persons
Employees, officers and directors must avoid any activity that conflicts with, or has the appearance of conflicting with,
our interests. This policy is included in our Code of Conduct and our Financial Team Code of Conduct. We regularly
conduct a review of all related party transactions for potential conflicts of interest and all transactions involving
executive officers or directors must be approved by the NCGC in compliance with the Company’s policies and the Listing
Standards of The Nasdaq Global Select Market. Except as discussed below, there were no transactions with related
persons in Fiscal 2023 that would require disclosure in this proxy statement or approval by the NCGC.
Transactions with Related Persons
The daughter of Jen-Hsun Huang, our President and Chief Executive Officer and a member of our Board, is employed at
NVIDIA. She does not share a household with Mr. Huang, is not one of our executive officers and does not report directly
to Mr. Huang. Her compensation was determined in accordance with NVIDIA’s compensation practices applicable to
employees with comparable qualifications and responsibilities and holding similar positions and without the involvement
of Mr. Huang. Her total compensation for the fiscal year ended January 29, 2023 did not exceed $165,000. She has
received and continues to be eligible for equity awards on the same general terms and conditions as applicable to
employees in similar positions who do not have such family relationship.
Additionally, the son of Mr. Huang is employed at NVIDIA. He does not share a household with Mr. Huang, is not one of our
executive officers and does not report directly to Mr. Huang. His compensation was determined in accordance with
NVIDIA’s compensation practices applicable to employees with comparable qualifications and responsibilities and holding
similar positions and without the involvement of Mr. Huang. His total compensation for the fiscal year ended January 29,
2023 did not exceed $130,000. He has received and continues to be eligible for equity awards on the same general terms
and conditions as applicable to employees in similar positions who do not have such family relationship.
We have entered into indemnity agreements with our executive officers and directors which provide, among other things,
that we will indemnify such executive officer or director, under the circumstances and to the extent provided for therein,
for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings
which he or she is or may be made a party by reason of his or her position as a director, executive officer or other agent of
NVIDIA, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. We intend to execute similar
agreements with our future executive officers and directors.
See the section below titled Employment, Severance and Change-in-Control Arrangements for a description of the terms of
the 2007 Plan, related to a change-in-control of NVIDIA.
During Fiscal 2023, we granted RSUs to our non-employee directors, and RSUs and PSUs to our executive officers. See
the section above titled Director Compensation and the section below titled Executive Compensation.
40
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of April 3, 2023 as to shares of our common stock beneficially owned by
each of our NEOs, each of our directors, all of our directors and executive officers as a group, and all known by us to be
beneficial owners of 5% or more of our common stock. Beneficial ownership is determined in accordance with the SEC’s
rules and generally includes voting or investment power with respect to securities as well as shares of common stock
subject to options exercisable, or PSUs or RSUs that will vest, within 60 days of April 3, 2023.
This table is based upon information provided to us by our executive officers and directors. Information about principal
stockholders, other than percentages of beneficial ownership, is based solely on Schedules 13G/A filed with the SEC.
Unless otherwise indicated and subject to community property laws where applicable, we believe that each of the
stockholders named in the table has sole voting and investment power with respect to the shares indicated as
beneficially owned. Percentages are based on 2,473,105,748 shares of our common stock outstanding as of April 3, 2023,
adjusted as required by SEC rules.
Name of Beneficial Owner
Shares Owned
Shares Issuable
Within 60 Days
Total Shares
Beneficially
Owned
Percent
NEOs:
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Directors, not including Mr. Huang:
Robert K. Burgess
Tench Coxe
John O. Dabiri
Persis S. Drell
Dawn Hudson
Harvey C. Jones
Michael G. McCaffery
Stephen C. Neal
Mark L. Perry
A. Brooke Seawell
Aarti Shah
Mark A. Stevens
Directors and executive officers as a group (17 persons)
5% Stockholders:
The Vanguard Group, Inc.
BlackRock, Inc.
FMR LLC
86,403,193 (1)
475,000
86,878,193
3.51%
478,297 (2)
363,780 (3)
278,224 (4)
200,050 (5)
28,859
4,185,524 (6)
1,282
42,559
81,783 (7)
998,328 (8)
21,451 (9)
9,435 (10)
152,243 (11)
501,579 (12)
— (13)
4,442,067 (14)
98,188,654 (15)
—
—
—
—
719
—
719
719
719
—
719
719
719
719
—
719
478,297
363,780
278,224
200,050
29,578
4,185,524
2,001
43,278
82,502
998,328
22,170
10,154
152,962
502,298
—
4,442,786
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
481,471
98,670,125
3.99%
204,600,119 (16)
179,816,144 (17)
138,693,959 (18)
—
204,600,119
—
179,816,144
—
138,693,959
8.27%
7.27%
5.61%
* Represents less than 1% of the outstanding shares of our common stock.
(1)
(2)
Includes (a) 60,580,404 shares of common stock held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun and Lori Huang Living Trust,
u/a/d May 1, 1995, or the Huang Trust; (b) 4,948,956 shares of common stock held by J. and L. Huang Investments, L.P., of which the Huang Trust is the
general partner; (c) 2,228,000 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and his wife are co-trustees; (d)
2,969,050 shares of common stock held by The Jen-Hsun Huang 2016 Annuity Trust II, of which Mr. Huang is trustee; (e) 2,969,050 shares of common
stock held by The Lori Lynn Huang 2016 Annuity Trust II, of which Mr. Huang’s wife is trustee; and (f) 5,007,800 shares of common stock held by The
Huang Irrevocable Remainder Trust u/a/d 2/19/2016, of which Mr. Huang and his wife are co-trustees. By virtue of their status as co-trustees of the
Huang Trust, The Huang 2012 Irrevocable Trust, and The Huang Irrevocable Remainder Trust, each of Mr. Huang and his wife may be deemed to have
shared beneficial ownership of the shares referenced in (a), (b), (c) and (f), and to have shared power to vote or to direct the vote or to dispose of or
direct the disposition of such shares.
Includes 400 shares held by son 1, 400 shares held by son 2, and 76,768 shares held by a limited liability company, the sole member of which is an
irrevocable trust of which the trustee is an independent institution.
41
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
Includes (a) 133,280 shares of common stock held by the Ajay K Puri Revocable Trust dtd 12/10/2015, of which Mr. Puri is the trustee and of which Mr.
Puri exercises sole voting and investment power, and (b) 4,636 shares of common stock held by The Puri 2019 Irrevocable Children’s Trust dtd
12/06/2019, of which Mr. Puri is one of the trustees. Mr. Puri disclaims beneficial ownership of the shares held by The Puri 2019 Irrevocable Children’s
Trust, except to the extent of his pecuniary interest therein.
Includes 162,944 shares of common stock held by the Debora C. Shoquist Revocable Living Trust dtd 6/13/2002, of which Ms. Shoquist is the trustee.
Represents shares of common stock held by the Horne Teter Family Living Trust, dated February 1, 2019, of which Mr. Teter is a co-trustee and
exercises shared voting and investment power.
Includes (a) 685,248 shares of common stock held in a retirement trust over which Mr. Coxe exercises sole voting and investment power, and (b)
3,497,136 shares of common stock held in The Coxe Revocable Trust, of which Mr. Coxe and his wife are co-trustees and of which Mr. Coxe exercises
shared voting and investment power. Mr. Coxe disclaims beneficial ownership on the shares held by The Coxe Revocable Trust, except to the extent of
his pecuniary interest therein. Mr. Coxe shares pecuniary interest in shares held in his individual name pursuant to a contractual relationship. Mr. Coxe
disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
Does not include an additional 719 shares of common stock that Mr. Coxe has deferred for future issuance.
Does not include an additional 2,848 shares of common stock that Ms. Hudson has deferred for future issuance.
Includes 866,396 shares of common stock held in the H.C. Jones Living Trust, of which Mr. Jones is trustee and of which Mr. Jones exercises sole
voting and investment power.
Does not include an additional 5,283 shares of common stock that Mr. Jones has deferred for future issuance.
Includes 13,984 shares of common stock held by the McCaffery Family Trust U/A DTD 11/07/1994 of which Mr. McCaffery is trustee.
Does not include an additional 2,848 shares of common stock that Mr. McCaffery has deferred for future issuance.
Includes (a) 1,900 shares of shares of common stock held by the 2013 Stephen C. Neal Revocable Trust, of which Mr. Neal is trustee and of which Mr.
Neal exercises sole voting and investment power, and (b) 2,252 shares of common stock held by the Neal/Rhyu Revocable Trust dated 05/02/2017, of
which Mr. Neal is a co-trustee and exercises shared voting and investment power.
Does not include an additional 11,264 shares of common stock that Mr. Neal has deferred for future issuance.
Includes 140,000 shares of common stock held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees and of which
Mr. Perry exercises shared voting and investment power.
Includes 500,000 shares of common stock held by the Rosemary & A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which Mr. Seawell and
his wife are co-trustees and of which Mr. Seawell exercises shared voting and investment power.
(13) Does not include an additional 5,175 shares of common stock that Dr. Shah has deferred for future issuance.
(14)
(15)
(16)
(17)
(18)
Includes (a) 1,170,888 shares of common stock held by the 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees and of which
Mr. Stevens exercises shared voting and investment power, and (b) 1,980,695 shares of common stock held by the Envy Trust u/a/d December 7, 2021,
of which Mr. Stevens is trustee.
Includes shares owned by all directors and executive officers.
This information is based solely on a Schedule 13G/A, dated February 9, 2023, filed with the SEC on February 9, 2023 by The Vanguard Group, Inc.
reporting its beneficial ownership as of December 30, 2022. The Schedule 13G/A reports that Vanguard has shared voting power with respect to
3,673,080 shares, sole dispositive power with respect to 194,248,256 shares and shared dispositive power with respect to 10,351,863 shares.
Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
This information is based solely on a Schedule 13G/A, dated January 31, 2023, filed with the SEC on January 31, 2023 by BlackRock, Inc. reporting its
beneficial ownership as of December 31, 2022. The Schedule 13G/A reports that BlackRock has sole voting power with respect to 161,356,024 shares
and sole dispositive power with respect to 179,816,144 shares. BlackRock is located at 55 East 52nd Street, New York, New York 10055.
This information is based solely on a Schedule 13G/A, dated February 9, 2023, filed with the SEC on February 9, 2023 by FMR LLC reporting its
beneficial ownership as of December 30, 2022. The Schedule 13G/A reports that FMR has sole voting power with respect to 132,284,457 shares and
sole dispositive power with respect to 138,693,959 shares. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.
42
Proposal 2—Advisory Approval of Executive Compensation
What am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2023 NEO compensation.
Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on
this matter.
Effect of abstentions: Same as a vote AGAINST.
Effect of broker non-votes: None.
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis,
commonly referred to as “say-on-pay,” to approve the Fiscal 2023 compensation paid to our NEOs as disclosed in the
CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. This vote is
intended to address the overall compensation of our NEOs and the philosophy, policies and practices described in this
proxy statement, rather than any specific compensation component.
In response to our stockholders’ preference, our Board has adopted a policy of providing for annual “say-on-pay” votes.
This advisory proposal is not binding on the Board nor us. Nevertheless, the views expressed by the stockholders, whether
through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the CC
intend to consider the results of this vote in making determinations in the future regarding NEO compensation
arrangements.
Recommendation of the Board
The Board recommends that our stockholders adopt the following resolution:
“RESOLVED, that the Fiscal 2023 compensation paid to the Company’s named executive officers, as disclosed pursuant
to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion, is hereby APPROVED.”
43
Executive Compensation
Compensation Discussion and Analysis
This CD&A describes our Fiscal 2023 executive compensation philosophy, design and process, and how our corporate
results affected performance-based payout. Our Fiscal 2023 NEOs were:
Jen-Hsun Huang
President and CEO
Colette M. Kress
EVP and CFO
Ajay K. Puri
EVP, Worldwide Field
Operations
Debora Shoquist
EVP, Operations
Timothy S. Teter
EVP, General Counsel
and Secretary
Fiscal 2023 Executive Compensation Highlights
Financial Results and Review
Fiscal 2023 was a challenging year, with macroeconomic headwinds, channel inventory corrections, COVID-19 and
product architecture transitions affecting several of our businesses. As a result, our Fiscal 2023 revenue and Non-GAAP
Operating Income performance fell short of the CC’s pre-established goals for executive compensation. As we move into
Fiscal 2024, we expect new product architectures to ramp, alongside new opportunities from areas such as generative AI
and language models, NVIDIA cloud services and digitalization. TSR for the 1-year, 3-year and 5-year periods concluding
at the end of Fiscal 2023 were (11%), 226% and 238%, respectively, representing cumulative stock price appreciation with
dividends reinvested.
Fiscal 2023 Revenue
$27.0 billion
Fiscal 2023 Non-GAAP Operating Income (1)
$9.0 billion
Fiscal 2021 to 2023 TSR (2)
189%
(1) See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.
(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 3-year performance period.
Fiscal 2023 Executive Compensation Program Elements, Adjustments, Achievement and Payouts
NVIDIA’s executive compensation program in Fiscal 2023 continued to be guided by a pay for performance philosophy to
align NEO pay with our stockholders’ interests. Approximately 96% of our CEO’s total target pay, and approximately 56%
of our other NEOs’ total target pay, was dependent on corporate performance. Executive compensation elements were:
Base Salary
+
Variable Cash
+
Equity
CEO
NEOs other than CEO
Based on annual
revenue
SY PSUs based on annual Non-GAAP
Operating Income performance, vesting
over 4 years
SY PSUs based on annual Non-GAAP
Operating Income performance, vesting
over 4 years
MY PSUs based on 3-year TSR relative
to the S&P 500, vesting over 3 years
MY PSUs based on 3-year TSR relative
to the S&P 500, vesting over 3 years
RSUs vesting over 4 years
Target Pay Adjustments
Increased Performance Goals
• No changes to base salary or variable cash
•
Increased target equity value for each NEO by $2
million, maintaining the same proportions as Fiscal
2022 across SY PSUs, MY PSUs and RSUs
Performance Achievement and Payouts
• Threshold goals for Revenue and Non-GAAP Operating
Income each set above record-level Fiscal 2022 actual
performance
Fiscal 2023
revenue fell
short of
Threshold goal
No
Variable
Cash Plan
payout
Fiscal 2023 Non-
GAAP Operating
Income fell short
of Threshold goal
No SY
PSUs
eligible to
vest
Fiscal 2021 to 2023
3-year relative TSR at
99th percentile,
exceeding Stretch
Operating Plan goal
Maximum MY
PSUs granted
in Fiscal 2021
eligible to vest
44
Our Compensation Philosophy and Practices
NVIDIA is building a one-of-a-kind company that invents the future, builds amazing technologies, and strives to achieve
the highest level of craft. To achieve this vision, we must attract and retain a high-caliber executive team while balancing
our stockholders’ interests. While our CC considers numerous factors in making executive pay decisions, our
compensation program is guided by the following philosophies:
•
•
•
•
Pay for Performance: emphasize at-risk and performance-based cash and equity for NEOs based on multiple
corporate metrics
Provide Competitive Pay: NEO target compensation should be competitive with our peers, reflect job impact,
scope, and responsibilities, and be structured to attract and retain talent
Stockholder Alignment: align NEO pay with stockholders’ long-term interests and adjust appropriately for
feedback from our annual stockholder engagement efforts and “say-on-pay” vote
Simplicity and Transparency: design a compensation program with simple, objective metrics that are reported
publicly
In this CD&A, total target pay refers to (i) an NEO’s annual base salary, (ii) the potential payout under our Variable Cash
Plan, assuming the Company achieves associated performance goals at a Base Operating Plan level, and (iii) the value of
the equity opportunities granted during the year that the CC intended to deliver, assuming the Company achieves
associated performance goals at a Base Operating Plan or Target level.
Our executive compensation program adheres to the following practices:
What We Do
üEmphasize at-risk, performance-based compensation,
with simple and objective goals for each such component
of pay
üInclude multi-year PSU awards
üUse annual and 3-year performance targets to
determine PSU awards earned
üRequire NEOs to provide continuous service for 4 years
to fully vest in SY PSU and RSU awards
üEvaluate our program annually based on feedback from
stockholder engagement efforts and make adjustments
when appropriate
üMinimize excessive risk-taking
üCap performance-based variable cash and PSU payouts
üRetain an independent compensation consultant
reporting directly to the CC
üRequire NEOs to maintain meaningful stock ownership
üMaintain a clawback policy for performance-based
compensation
How We Determine Executive Compensation
What We Don’t Do
X Enter into agreements with NEOs providing for specific
terms of employment or severance benefits
X Give our executive officers special change-in-control
benefits
X Provide automatic 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 NEOs supplemental retirement benefits
X Provide tax gross-ups
X Reprice stock options without stockholder approval
X Pay dividends or the equivalent on unearned or
unvested equity
X Permit executive officers, employees or directors to
hedge their ownership of NVIDIA stock or to pledge
NVIDIA stock as collateral for a loan
Our CC’s oversight and decision-making relating to our Fiscal 2023 executive compensation program is a multi-year
process:
Dec 2021 -
Jan 2022
Members of
management and
the Board,
including our
Lead Director and
a CC member,
engaged in
stockholder
outreach
Dec 2021
CC determined
peer companies
Mar 2022
CC considered
stockholder
feedback and
peer companies
in determining
performance
goals and
compensation
Mar 2023
CC certified
achievement and
payouts for Fiscal
2023 Variable
Cash Plan, SY
PSUs granted in
Fiscal 2023 and
MY PSUs granted
in Fiscal 2021
May 2023
Completed
compensation
risk assessment;
published
executive
compensation
program details
in proxy
statement
Mar 2025
CC certifies
achievement
and payouts
for MY PSUs
granted in
Fiscal 2023
Roles of the CC, Compensation Consultant and Management
The roles of our CC; our independent compensation consultant, Exequity, which reports directly to our CC; and
management, including our CEO, CFO, and Human Resources and Legal departments, in setting our Fiscal 2023 NEO
compensation program are summarized below.
45
During Fiscal 2023, our CC continued to use Exequity for its experience working with our CC and with compensation
committees at other technology companies. Our CC analyzed whether Exequity’s role raised any conflict of interests,
taking into consideration the following:
•
•
•
•
•
Exequity does not provide any services directly to NVIDIA (although we pay Exequity on the CC’s behalf);
The percentage of Exequity’s total revenue resulting from fees paid by us on the CC’s behalf;
Exequity’s conflict of interest policies and procedures;
Any business or personal relationship between Exequity and an NEO, or between Exequity’s
compensation advisors and an NEO or any member of our CC; and
individual
Any NVIDIA stock owned by Exequity or its individual compensation advisors
After considering these factors, our CC determined that Exequity’s work did not create any conflict of interests.
Our CC reviews and approves the compensation of all of our NEOs, and solicits the input of Mr. Huang and Exequity for its
NEO compensation decisions. Specifically, at the CC’s direction, Exequity and management recommended a peer group
for our Fiscal 2023 executive pay program, which was approved by the CC. Management gathered peer data from the
Radford Global Technology Survey, or the Radford Survey, which was considered by Exequity in its analysis of Mr. Huang’s
compensation, and by Mr. Huang in his recommendations on our other NEOs’ compensation for Fiscal 2023. The CC
considered Exequity’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2023 performance goals
prior to making its final and sole decision on all Fiscal 2023 NEO compensation. Ultimately, the CC certified performance-
based compensation payouts for the applicable performance periods that concluded at the end of Fiscal 2023 relating to
the Variable Cash Plan, SY PSUs granted during Fiscal 2023 and MY PSUs granted during Fiscal 2021. Exequity also
advised the CC on the Fiscal 2023 compensation risk analysis prepared by management.
Peer Companies and Market Compensation Data
We believe our peers should be companies that (1) compete with us for executive talent; (2) have established businesses,
market presence, and complexity similar to us; and (3) are generally of similar size to us, as measured by revenue and/or
market capitalization at roughly 0.5-3.5x of us. After consultation with management, the CC determined that the existing
peer group generally continued to be appropriate for Fiscal 2023, except for removing Tesla, Inc., as their compensation
model differs significantly from ours, and adding Netflix, Inc. and Visa Inc. due to their revenues and market
capitalizations being similar to ours:
Fiscal 2023 Peer Group
Adobe Inc. (ADBE)
Advanced Micro Devices, Inc.
(AMD)
International Business
Machines Corporation (IBM) Oracle Corporation (ORCL)
SAP SE (SAP)
Intel Corporation (INTC)
PayPal Holdings, Inc. (PYPL)
Broadcom Limited (AVGO)
Intuit Inc. (INTU)
Cisco Systems, Inc. (CSCO)
Netflix, Inc. (NFLX)
Qualcomm Incorporated
(QCOM)
Salesforce, Inc. (CRM)
Texas Instruments
Incorporated (TXN)
Visa Inc. (V)
VMware, Inc. (VMW)
Our CC chose each member of the peer group after considering a combination of the factors described above. As a
result, while some of our compensation peer group members may be smaller or larger than us in terms of market
capitalization or revenue, the CC has determined that such companies were still within a reasonable range of sizes
compared to us and should be included in the peer group because we compete with them for talent and because they
have established businesses with complexity similar to ours.
In determining our Fiscal 2023 peer group, the CC reviewed our trailing 12-month revenue (as previously reported up
through our third quarter results for Fiscal 2022) and market capitalization as of November 2021, compared to the
median of our peer group companies, which was as follows:
Fiscal 2023 Peer Group Median
NVIDIA
Revenue
$27.2 billion
$24.3 billion
Market Capitalization
$218.5 billion
$781.8 billion
Our CC reviews market practices and compensation data from the Radford Survey for peer companies’ comparably
situated executives when determining the components of our executive compensation program, as well as total
compensation. We compare the total compensation opportunity for our NEOs and similarly situated executives at the
25th, 50th and 75th percentiles of peer company data where available, and the CC considers the factors below in
determining NEO compensation opportunities.
46
Factors Used in Determining Executive Compensation
In addition to peer data, our CC considers the following factors in making executive compensation decisions. The weight
given to each factor may differ among NEOs and each component of pay, and is subject to the CC’s sole discretion.
ü The need to attract and retain talent in a highly
competitive industry
ü Stockholder feedback regarding our executive pay
ü The simplicity of the overall program and the
transparency of the performance metrics
ü An NEO’s past performance and anticipated future
contributions
ü Our financial performance and forecasted results
ü The need for NEOs to address new business
challenges
ü Changes in the scale and complexity of our business
ü Each NEO’s current total compensation
ü Each NEO’s unvested equity
ü Internal pay equity relative to similarly situated
executives and the scope and complexity of the
department(s) or function(s) the NEO manages
ü Our CEO’s recommendations for the other NEOs,
including his understanding of each NEO’s performance,
capabilities, contributions
ü Our CC’s independent judgment
ü Our philosophy that an NEO’s total compensation
opportunity and percentage of at-risk pay should increase
with responsibility
ü The total compensation cost and stockholder dilution,
including from executive compensation, to maintain a
responsible cost structure for our compensation
programs (1)
(1) See Note 4, Stock-Based Compensation of our Form 10-K consolidated financial statements for a discussion of stock-based compensation cost.
Components of Pay
Taking into account (i) the Company’s Fiscal 2023 outlook at the time of determining executive compensation, (ii)
stockholder feedback from our annual outreach efforts, and (iii) strong Fiscal 2022 say-on-pay approval, the CC
maintained the same elements for our executive pay program for Fiscal 2023, with some adjustments to increase the
proportion of at-risk pay. The primary components of NVIDIA’s Fiscal 2023 executive compensation program, which are
granted or determined annually in March, are summarized below:
Form
Who
Receives
Performance
Measure
Performance
Period
Vesting
Period
Vesting
Terms
Timeframe
Emphasized
Purpose
Fixed
Compensation
Base Salary
Cash
NEOs
N/A
N/A
N/A
N/A
N/A
N/A
Annual
Annual
Compensate
for expected
day-to-day
performance
N/A
Maximum
Amount That
Can Be
Earned
Variable Cash
Cash
NEOs
Equity
NEOs
At-Risk Compensation
SY PSUs
MY PSUs
Equity
NEOs
Revenue
(determines
cash payout)
1 year
Non-GAAP Operating Income
(determines number of shares
eligible to vest)
1 year
TSR relative to the S&P 500
(determines number of shares
eligible to vest)
3 years
RSUs (1)
Equity
NEOs except our
CEO
N/A
N/A
4 years from grant
3 years from grant
4 years from grant
If at least Threshold achieved,
25% on approximately the 1-year
anniversary of the grant date;
6.25% quarterly thereafter
Long-term
If at least Threshold achieved,
100% on approximately the 3-year
anniversary of the grant date
6.25% vests
quarterly from the
grant date (2)
Long-term
Long-term
Reward for
annual
corporate
financial
performance
200% of target
opportunity
under our
Variable Cash
Plan
Align with stockholder interests
by linking NEO pay to annual
operational performance
Align with long-term stockholder
interests by linking NEO pay to
multi-year relative shareholder
return
150% of Mr. Huang’s SY PSU
target opportunity and 200% of
our other NEOs’ respective SY
PSU target opportunity
150% of Mr. Huang’s MY PSU
target opportunity and 200% of
our other NEOs’ respective MY
PSU target opportunity
Ultimate value delivered depends
on stock price on date earned
and shares vest
Ultimate value delivered depends
on stock price on date earned and
shares vest
Align with
stockholder
interests by linking
NEO pay to stock
price performance
100% of grant
Ultimate value
delivered depends
on stock price on
date shares vest
(1) Our CC considers RSUs to be at-risk pay because the realized value depends on our stock price, a financial performance measure.
(2) Reflects vesting schedule for annual performance RSU grants. New hire RSU grants vest as to 25% on approximately the 1-year anniversary of the grant
date, and 6.25% quarterly thereafter.
47
(3) Based on total target pay as approved by the CC, consisting of annual base salary, and, assuming the Company achieves Base Operating Plan or Target
level performance goals, target payout opportunity under our Variable Cash Plan, and target equity opportunities the CC intended to deliver.
We provide our NEOs with insurance benefits and eligibility to participate in our ESPP and 401(k) plan on the same basis
as our other employees. We may also provide perquisites to our NEOs from time to time. For more information about the
other compensation and benefits we provide to our NEOs, including in Fiscal 2023, see the section below titled Other
Compensation and Benefits.
Compensation Actions and Achievements
Stockholder Outreach and Feedback
We value stockholder feedback and conduct an annual stockholder outreach program. During the Fall of 2021, in
preparing for Fiscal 2023 compensation decisions, we contacted our top institutional holders who held approximately 1%
or more of our stock, with an aggregate ownership of approximately 32% of our common stock outstanding. Members of
management and the Board, including our Lead Director and a member of our CC, ultimately discussed executive
compensation with representatives of stockholders holding an aggregate of approximately 18% of our common stock.
Our stockholders generally provided positive feedback on our pay for performance alignment, and some inquired whether
we would consider incorporating environmental, social and corporate governance metrics into compensation programs.
After considering their feedback and the say-on-pay approval rate of 93% of our NEOs’ Fiscal 2022 compensation, our CC
determined to maintain the same elements and metrics for our Fiscal 2023 NEO pay program, but (i) increased the target
equity value for each NEO by $2 million, which increased the proportion of “at-risk” target pay, and (ii) set the Threshold
performance goals for revenue and Non-GAAP Operating Income above record-level Fiscal 2022 results, both of which
further aligned pay with performance, as described below. Our CC believes that continuing to structure the performance-
based components of our executive pay program solely around NVIDIA’s corporate financial performance goals
appropriately aligns the motivation of management with the interests of our stockholders.
In the Fall of 2022, members of management and the Board, including our Lead Director and a member of our CC, again
engaged in stockholder outreach. The CC considered the feedback from these meetings in making decisions regarding
the current Fiscal 2024 executive compensation program.
Total Target Compensation Approach
In evaluating Fiscal 2023 compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across
different pay elements. Our CC compared Mr. Huang’s base salary, target variable cash opportunity, target equity
opportunity, and total target pay against chief executives of our peer companies. For our other NEOs, their respective
total target pay was reviewed by Mr. Huang against similarly situated executives of our peer companies, where available.
This market reference, along with his evaluation of internal pay equity, individual performance, level of unvested equity
and increasing complexity of our executives’ roles, informed Mr. Huang’s recommendations of the other NEOs’
compensation to the CC. The CC also considered the factors discussed above in Factors Used in Determining Executive
Compensation and the CC’s compensation objectives for Fiscal 2023. Our CC did not use a single formula or assign a
specific weight to any one factor in determining each NEO’s target pay. Instead, our CC used its business judgment and
48
experience to set total target compensation, mix of cash and equity, and fixed and at-risk pay opportunities for each NEO
to achieve our program’s objectives. When the CC set each element of pay for an NEO, it considered the context of the
levels of the other pay elements, and the resulting total target pay for such NEO. The CC established amounts and a
structure that it believed would allow our NEOs to realize above-market value from equity awards and variable cash
incentives only upon exceptional corporate performance.
Continued Emphasis on Long-Term, At-Risk, Performance-Based Equity Awards
For Fiscal 2023, the CC decided that the largest portion of NEOs’ total target pay would remain in the form of at-risk
equity with performance-based vesting. The CC believes an emphasis on long-term, at-risk opportunities drives results
and increases NEO and stockholder alignment, while providing sufficient annual cash compensation to be competitive
and retain our NEOs. The PSUs and RSUs provide long-term incentives and retention benefits because our NEOs must
achieve, for PSUs, the predetermined performance goal and, for both PSUs and RSUs, remain with us for a longer term (3
years for MY PSUs and 4 years for SY PSUs and RSUs) to fully vest in the awards.
The CC concluded that, given Mr. Huang’s position as CEO, 100% of his equity grants should be at-risk and performance-
based, tightly aligning his interests with stockholders. Consistent with its practice last year, the CC granted Mr. Huang’s
target equity opportunity 100% in the form of SY PSUs (which value is aligned with our annual Non-GAAP Operating
Income performance) and MY PSUs (which value is aligned with our 3-year relative stock price performance), evenly split
between both forms of PSUs to emphasize both shorter-term and longer-term performance. For each of our other NEOs,
the CC, after considering Mr. Huang’s recommendations, provided 40% of the target equity opportunity in the form of
RSUs and 60% of the target equity opportunity in the form of PSUs. The CC determined this mix provided an appropriate
balance, by placing a greater emphasis on awards contingent upon achievement of performance goals while still providing
a meaningful amount of time-vesting RSUs to encourage retention.
Setting Executive Compensation Values
For Fiscal 2023, the CC determined that increases to each NEO’s total target pay were appropriate due to the greater
complexity of the Company and the increased scope of their roles and responsibilities within a larger organization.
Specifically, the CC decided to increase Mr. Huang’s total target pay by $2 million, representing an increase of
approximately 9% from Fiscal 2022 total target pay, to more closely align his compensation to the median of peer
company chief executive officers. This increase was equally distributed across SY PSUs and MY PSUs to reinforce the
CC’s emphasis on at-risk, performance-based awards with a long-term focus.
In recognition of our other NEOs’ growing responsibilities within the Company, the CC similarly adjusted each of their
target equity opportunities by $2 million, representing an average increase of approximately 22% from Fiscal 2022 total
target pay, to maintain internal pay equity with our NEOs. This increase was distributed across RSUs, SY PSUs and MY
PSUs to maintain the proportional weighting of 40%, 55% and 5%, respectively. This distribution reinforced the CC’s goal
to balance at-risk, performance-based awards with a long-term focus.
Determining Equity Award Amounts
To determine actual shares of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC divided
the target compensation values they had set, as described above, 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, which was used instead of the
stock price on the date of grant to provide a value less susceptible to possible volatility in the market. The CC
understands that using a historical average stock price can result in the ultimate grant date value of an award as required
to be reported in the Summary Compensation Table under ASC 718 being different than the target equity opportunity
value. The CC considered various approaches to granting awards and determined the process described above is
appropriate at this time.
The target number of SY PSUs would be eligible to vest upon the Company’s achievement of Fiscal 2023 Non-GAAP
Operating Income at the Base Operating Plan level. If the Company achieved Fiscal 2023 Non-GAAP Operating Income at
the Stretch Operating Plan level or more, the maximum number of SY PSUs would be eligible to vest, capped at 150% of
Mr. Huang’s, and 200% of our other NEOs’ respective, SY PSU target opportunities. If the Company achieved Fiscal 2023
Non-GAAP Operating Income at the Threshold level, the minimum number of SY PSUs would be eligible to vest, equivalent
to 50% of our NEOs’ respective SY PSU target opportunities.
The target number of MY PSUs would be eligible to vest upon the Company’s achievement of TSR relative to the S&P 500
from the start of Fiscal 2021 to the end of Fiscal 2023, or the 3-Year Relative TSR, at Target level. If the Company
achieved 3-Year Relative TSR at Stretch level or more, the maximum number of MY PSUs would be eligible to vest, capped
at 150% of Mr. Huang’s, and 200% of our other NEOs’ respective, MY PSU target opportunities. If the Company achieved
3-Year Relative TSR at Threshold level, the minimum number of MY PSUs would be eligible to vest, equivalent to 25% of
our NEOs’ respective MY PSU target opportunities.
No PSUs would be eligible to vest if the applicable Threshold performance level was not achieved. Any PSUs determined
to be unearned would be cancelled.
49
Performance Metrics and Goals for Executive Compensation
Based on the Fiscal 2023 plan as approved by the Board, the CC set performance metrics and goals for NEO pay, as set
forth below:
PERFORMANCE METRICS
Metric
Timeframe
Revenue
1 year
Non-GAAP Operating Income
TSR relative to the S&P 500
1 year
3 years
Variable Cash Plan
SY PSUs
MY PSUs
CC’s Rationale for Metric
Drives value, contributes to
Company’s long-term success
Drives value, contributes to
Company’s long-term success
Aligns directly with long-term
shareholder value creation
Focuses on growth in new and
existing markets
Distinct, separate metric from
Non-GAAP Operating Income
Reflects our annual revenue
generation and effective operating
expense management
Distinct, separate metric from
revenue
Provides comparison of our stock
price performance, including
dividends, against a capital market
index in which we compete
Relative performance goal
accounts for macroeconomic
factors impacting the market
PERFORMANCE GOALS
Variable Cash Plan
SY PSUs
MY PSUs
Fiscal 2023
Revenue
Payout as a % of
Target
Opportunity (1)
Fiscal 2023
Non-GAAP
Operating
Income (2)
Shares Eligible
to Vest as a % of
Target
Opportunity (1)
Fiscal 2021 to
2023
3-Year Relative
TSR (3)
Shares Eligible
to Vest as a % of
Target
Opportunity (1)
Threshold
$29.6 billion
50%
$13.2 billion
50%
25th percentile
25%
Base Operating Plan (Target
for MY PSUs)
Stretch Operating Plan
(Stretch for MY PSUs)
$33.5 billion
100%
$15.8 billion
100%
50th percentile
100%
$38.0 billion
200%
$18.3 billion
CEO 150%;
Other NEOs
200%
75th percentile
CEO 150%; Other
NEOs 200%
(1) For achievement between Threshold and Base Operating Plan (or Target for MY PSUs), or alternatively between Base Operating Plan (or Target for MY
PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than
Threshold would result in no payout, and exceeding Stretch Operating Plan (or Stretch for MY PSUs) would result in the capped maximum payout.
(2) See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.
(3) MY PSUs covering the Fiscal 2021 to 2023 performance period were granted in Fiscal 2021. MY PSUs granted in Fiscal 2023 cover the Fiscal 2023 to
2025 performance period and consist of the same performance goal structure and payout opportunities.
Each of the performance goal levels as described above were set by the CC with the following objectives:
•
•
•
Threshold was uncertain, but attainable and high enough to create value; represented an appropriately
decelerated payout for performance below Base Operating Plan (or Target for MY PSUs)
Base Operating Plan (or Target for MY PSUs) was uncertain but attainable with significant effort and execution
success; included budgeted investments in future businesses and revenue growth (and for PSUs, gross margin
growth) considering macroeconomic conditions and reasonable but challenging growth estimates for ongoing
and new businesses
Stretch Operating Plan (or Stretch for MY PSUs) required exceptional achievement; only possible with strong
market factors and a very high level of management execution and corporate performance
Fiscal 2023 Performance Achievement
In March 2022, when the CC made their decisions regarding Fiscal 2023 executive compensation, the CC intended for the
performance goals to be rigorous and uncertain. As a result, the respective Base Operating Plan level goals for Fiscal
2023 revenue and Non-GAAP Operating Income were set significantly higher than the Fiscal 2022 counterpart goals, as
well as record-level Fiscal 2022 actual performance.
Due to the impacts of macroeconomic and market headwinds on our business, Fiscal 2023 revenue and Non-GAAP
Operating Income fell short of their respective Threshold performance goals.
50
In March 2023, the CC certified the Company’s performance achievement with the following payouts:
Performance
Achievement for Period
Ended Fiscal 2023
Payout as % of Target
Opportunity
PERFORMANCE ACHIEVEMENT AND PAYOUTS
Variable Cash Plan
SY PSUs
$27.0 billion revenue (2)
$9.0 billion Non-GAAP
Operating Income (2) (3)
0%
0%
MY PSUs (1)
3-year TSR of 189% (2)
99th percentile relative to
S&P 500
CEO 150%;
Other NEOs 200% (4)
(1) Represents performance achievement and payout of MY PSUs granted in Fiscal 2021, with a performance period measured from the start of Fiscal 2021
to the end of Fiscal 2023.
(2) Revenue is GAAP revenue, as the Company reports in its respective earnings materials. Non-GAAP Operating Income is GAAP operating income as the
Company reports in its respective earnings materials, excluding stock-based compensation expense, acquisition termination cost, acquisition-related
costs, restructuring costs, IP-related costs, legal settlement costs, contributions and other costs. Consistent with prior years, 3-year TSR for purposes of
the MY PSUs represents cumulative stock price appreciation, with dividends reinvested, and is measured based on the average closing stock price for the
60 trading days preceding the start, and preceding and including the last day, of the 3-year performance period. This averaging period mitigates the
impact of one-day or short-term stock price fluctuations at the beginning or end of the performance period.
(3) See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.
(4) 100% of the eligible MY PSUs vested on March 15, 2023.
The following charts illustrate how the Fiscal 2023 revenue and Non-GAAP Operating Income performance goals and
achievement compared to their Fiscal 2022 counterparts.
51
(1) A maximum payout of 200% of Fiscal 2022 target opportunity was earned by our NEOs other than our CEO; our CEO earned a maximum payout
of 150% of his Fiscal 2022 target opportunity.
For purposes of the MY PSUs granted in Fiscal 2021 and Fiscal 2020, achieving 3-year TSR relative to the S&P 500 at:
•
•
•
The Threshold level of 25th percentile = 25% of each NEO’s target number of MY PSUs becoming eligible to vest
The Target level of 50th percentile = 100% of each NEO’s target number of MY PSUs becoming eligible to vest
The Stretch level of 75th percentile = 150% of our CEO’s, and 200% of our other NEOs’, respective target number
of MY PSUs becoming eligible to vest
For the MY PSUs granted in Fiscal 2021, NVIDIA’s Fiscal 2021 to 2023 3-year TSR of 189% placed the Company in the
99th percentile of the S&P 500. As a result of the Company achieving Stretch performance, the maximum number of our
NEOs’ MY PSUs granted during Fiscal 2021 — that is, 150% of our CEO’s, and 200% of our other NEOs’, respective target
MY PSU opportunities — became eligible to vest.
For the MY PSUs granted in Fiscal 2020, NVIDIA’s Fiscal 2020 to 2022 3-year TSR of 626% placed the Company in the
100th percentile of the S&P 500. As a result of the Company achieving Stretch performance, the maximum number of
our NEOs’ MY PSUs granted during Fiscal 2020 — that is, 150% of our CEO’s, and 200% of our other NEOs’, respective
target MY PSU opportunities — became eligible to vest.
Achievement of goals for MY PSUs granted during Fiscal 2022 and Fiscal 2023 will be determined after the applicable
performance periods conclude in January 2024 and January 2025, respectively.
52
Target Fiscal 2023 Compensation Actions and Performance-Based Payouts
The CC’s target Fiscal 2023 compensation actions are summarized below for each NEO, reflecting the target value of the
variable cash and equity opportunities the CC intended to deliver, as well as the variable cash earned and PSUs which
became eligible to vest. The performance for MY PSUs granted in Fiscal 2023 will be determined after the end of Fiscal
2025.
The CC considered the factors set forth in Factors Used in Determining Executive Compensation above to make Fiscal
2023 changes to and set total target pay opportunity for each NEO, which are described in Compensation Actions and
Achievements - Setting Executive Compensation Values above.
Jen-Hsun Huang
President & CEO
Target Pay ($)
Fiscal 2023 Compensation Actions
Fiscal 2023 Performance-Based Payouts
Base Salary
Variable Cash
Cash
SY PSUs
1,000,000 Unchanged from Fiscal 2022
2,000,000 Target pay unchanged from Fiscal 2022
3,000,000 Unchanged from Fiscal 2022
Fiscal 2023 revenue fell short of Threshold performance goal,
resulting in no payout under Variable Cash Plan
10,999,879
Up $1 million, or 10%, from Fiscal 2022;
44,675 shares target opportunity granted in
Fiscal 2023
Fiscal 2023 Non-GAAP Operating Income fell short of
Threshold performance goal, resulting in no SY PSUs
becoming eligible to vest
MY PSUs
10,999,879
Up $1 million, or 10%, from Fiscal 2022;
44,675 shares target opportunity granted in
Fiscal 2023
Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted
in Fiscal 2021 achieved at Stretch, resulting in 150% of
target opportunity (116,176 shares) becoming eligible to vest
Equity
Total
21,999,758 Up $2 million, or 10%, from Fiscal 2022 target
24,999,758 Up 9% from Fiscal 2022 target
Colette M. Kress
EVP & CFO
Base Salary
Variable Cash
Cash
SY PSUs
MY PSUs
RSUs
Equity
Total
Ajay K. Puri
EVP, Worldwide Field
Operations
Base Salary
Variable Cash
Cash
SY PSUs
MY PSUs
RSUs
Equity
Total
Target Pay ($)
Fiscal 2023 Compensation Actions
Fiscal 2023 Performance-Based Payouts
900,000 Unchanged from Fiscal 2022
300,000 Target pay unchanged from Fiscal 2022
Fiscal 2023 revenue fell short of Threshold performance goal,
resulting in no payout under Variable Cash Plan
1,200,000 Unchanged from Fiscal 2022
5,939,811
Up $1.1 million, or 23%, from Fiscal 2022;
24,124 shares target opportunity granted in
Fiscal 2023
Fiscal 2023 Non-GAAP Operating Income fell short of
Threshold performance goal, resulting in no SY PSUs
becoming eligible to vest
539,960
Up $100 thousand, or 23%, from Fiscal 2022;
2,193 shares target opportunity granted in
Fiscal 2023
Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted
in Fiscal 2021 achieved at Stretch, resulting in 200% of
target opportunity (10,536 shares) becoming eligible to vest
4,319,930
Up $0.8 million, or 23%, from Fiscal 2022;
17,545 shares granted in Fiscal 2023
10,799,701 Up $2 million, or 23%, from Fiscal 2022 target
11,999,701 Up 20% from Fiscal 2022 target
Target Pay ($)
Fiscal 2023 Compensation Actions
Fiscal 2023 Performance-Based Payouts
950,000 Unchanged from Fiscal 2022
650,000 Target pay unchanged from Fiscal 2022
Fiscal 2023 revenue fell short of Threshold performance goal,
resulting in no payout under Variable Cash Plan
1,600,000 Unchanged from Fiscal 2022
5,719,937
Up $1.1 million, or 24%, from Fiscal 2022;
23,231 shares target opportunity granted in
Fiscal 2023
Fiscal 2023 Non-GAAP Operating Income fell short of
Threshold performance goal, resulting in no SY PSUs
becoming eligible to vest
519,770
Up $100 thousand, or 24%, from Fiscal 2022;
2,111 shares target opportunity granted in
Fiscal 2023
Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted
in Fiscal 2021 achieved at Stretch, resulting in 200% of
target opportunity (9,920 shares) becoming eligible to vest
4,159,887
Up $0.8 million, or 24%, from Fiscal 2022;
16,895 shares granted in Fiscal 2023
10,399,594 Up $2 million, or 24%, from Fiscal 2022 target
11,999,594 Up 20% from Fiscal 2022 target
53
Debora Shoquist
EVP, Operations
Base Salary
Variable Cash
Cash
SY PSUs
MY PSUs
RSUs
Equity
Total
Timothy S. Teter
EVP, General Counsel
& Secretary
Base Salary
Variable Cash
Cash
SY PSUs
MY PSUs
RSUs
Equity
Total
Target Pay ($)
Fiscal 2023 Compensation Actions
Fiscal 2023 Performance-Based Payouts
850,000 Unchanged from Fiscal 2022
250,000 Target pay unchanged from Fiscal 2022
1,100,000 Unchanged from Fiscal 2022
Fiscal 2023 revenue fell short of Threshold performance goal,
resulting in no payout under Variable Cash Plan
4,894,854
Up $1.1 million, or 29%, from Fiscal 2022;
19,880 shares target opportunity granted in
Fiscal 2023
Fiscal 2023 Non-GAAP Operating Income fell short of
Threshold performance goal, resulting in no SY PSUs
becoming eligible to vest
444,920
Up $100 thousand, or 29%, from Fiscal 2022;
1,807 shares target opportunity granted in
Fiscal 2023
Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted
in Fiscal 2021 achieved at Stretch, resulting in 200% of
target opportunity (9,144 shares) becoming eligible to vest
3,559,849 Up $0.8 million, or 29%, from Fiscal 2022;
14,458 shares granted in Fiscal 2023
8,899,623 Up $2 million, or 29%, from Fiscal 2022 target
9,999,623 Up 25% from Fiscal 2022 target
Target Pay ($)
Fiscal 2023 Compensation Actions
Fiscal 2023 Performance-Based Payouts
850,000 Unchanged from Fiscal 2022
250,000 Target pay unchanged from Fiscal 2022
1,100,000 Unchanged from Fiscal 2022
Fiscal 2023 revenue fell short of Threshold performance goal,
resulting in no payout under Variable Cash Plan
4,894,854
Up $1.1 million, or 29%, from Fiscal 2022;
19,880 shares target opportunity granted in
Fiscal 2023
Fiscal 2023 Non-GAAP Operating Income fell short of
Threshold performance goal, resulting in no SY PSUs
becoming eligible to vest
444,920
Up $100 thousand, or 29%, from Fiscal 2022;
1,807 shares target opportunity granted in
Fiscal 2023
Fiscal 2021 to 2023 3-Year Relative TSR for MY PSUs granted
in Fiscal 2021 achieved at Stretch, resulting in 200% of
target opportunity (6,048 shares) becoming eligible to vest
3,559,849
Up $0.8 million, or 29%, from Fiscal 2022;
14,458 shares granted in Fiscal 2023
8,899,623 Up $2 million, or 29%, from Fiscal 2022 target
9,999,623 Up 25% from Fiscal 2022 target
Additional Executive Compensation Practices, Policies, and Procedures
Other Compensation and Benefits
Consistent with prevalent practices among large, multinational companies, and in accordance with the executive security
program established by our Board based on an independent third-party security assessment, NVIDIA provides our CEO
with personal security protection. We require that authorized security personnel be present at Mr. Huang’s residence,
and that Mr. Huang be driven to and from work, and to and from business meetings, by a security driver in a car leased by
NVIDIA, or by an authorized car service. We also conduct ongoing third-party assessments to monitor and help determine
Mr. Huang’s overall security needs.
We do not consider these additional security arrangements to be a personal benefit to Mr. Huang because they arise
from the nature of his employment responsibilities and the related costs have been incurred as required by the Board’s
executive security program. However, they have been disclosed in compliance with SEC rules in the “All Other
Compensation” column of the Summary Compensation Table below. In Fiscal 2023, the cost for Mr. Huang’s security
arrangements included (i) residential security, (ii) security monitoring services, and (iii) the down payment and monthly
expenses for a car leased by NVIDIA.
We believe these arrangements are reasonable, necessary and in the best interests of NVIDIA and its stockholders, as
they enable Mr. Huang to focus on his duties to the Company while ensuring that he and his family members are not
exposed to security threats. The CC has implemented an annual process to provide oversight of the nature and cost of
executive security measures. In evaluating potential perquisites, we consider the cost to the Company relative to the
perceived value to our executives, as well as other corporate governance and employee relations factors.
We also provide medical, vision, dental, and accidental death and disability insurance, matches for health savings account
contributions, as well as time off and paid holidays, for our NEOs, on the same basis as our other employees. Like other
employees, our NEOs are eligible to participate in our ESPP, unless otherwise prohibited by the rules of the Internal
Revenue Service, and our 401(k) plan, which included a Company match of salary deferral contributions of up to $9,000
for each of calendar 2022 and calendar 2023. For Fiscal 2023 (which consisted of most of calendar year 2022 and a
portion of calendar year 2023), our NEOs received the following 401(k) matches: Mr. Huang received $9,000, Ms. Kress
received $10,500, Mr. Puri received $9,250, Ms. Shoquist received $9,000, and Mr. Teter received $10,500. We believe
these benefits are consistent with benefits provided by companies with which we compete for executive-level talent. We
do not provide any other perquisites or other personal benefits to our NEOs.
54
Equity Grant Timing Practices
The CC approves all equity award grants to our NEOs on or before the grant date. The CC’s general practice is to
complete its annual executive compensation review and determine performance goals and target compensation for our
NEOs, and then equity awards are granted to NEOs and become effective. This process is further described above under
the section titled How We Determine Executive Compensation. Accordingly, annual equity awards are typically granted to
our NEOs in March. On occasion, the CC may grant equity awards outside of our annual grant cycle for new hires,
promotions, recognition, retention or other purposes. While the CC has discretionary authority to approve equity awards
to our NEOs outside of the cycle described above, the CC does not have a practice or policy of granting equity awards in
anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-
public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.
Stock Ownership Guidelines
The Board believes that executive officers should hold a significant equity interest in NVIDIA. Our Corporate Governance
Policies require the CEO to hold shares of our common stock valued at six times his base salary, and our other NEOs to
hold shares of our common stock valued at the NEO’s respective base salary. Shares that count toward the ownership
guidelines include shares held by the NEO, shares held in trust for the NEO and his/her immediate family, and vested but
deferred shares, but not unvested or unexercised equity awards. NEOs have up to five years from appointment to reach
the ownership threshold. The stock ownership guidelines are intended to further align NEO interests with stockholder
interests. Each NEO currently exceeds the stock ownership requirements.
Compensation Recovery Policy
We have maintained a Compensation Recovery Policy for all employees since 2009. Under this policy, if we are required to
prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in
a report on Form 10-Q or Form 10-K due to material noncompliance with any financial reporting requirement under the
federal securities laws, or a Restatement, and if the Board or a committee of independent directors concludes that our
CEO, our CFO or any other employee received a variable compensation payment that would not have been payable if the
original interim or annual financial statements had reflected the Restatement, which we refer to as the Overpayment,
then:
•
•
Our CEO and our CFO will disgorge the net after-tax portion of the Overpayment; and
The Board or the committee of independent directors in its sole discretion may require any other employee to
repay the Overpayment. In using its discretion, the Board or the independent committee may consider whether
such person was involved in the preparation of our financial statements or otherwise caused the need for the
Restatement and may, to the extent permitted by applicable law, recoup amounts by (1) requiring partial or full
repayment by such person of any variable or incentive compensation or any gains realized on the exercise of
stock options or on the open-market sale of vested shares, (2) canceling up to all and any outstanding equity
awards held by such person and/or (3) adjusting the future compensation of such person.
The SEC has recently published finalized rules implementing the clawback provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, which will require further rulemaking by Nasdaq. We are monitoring the listing
standards adopted by Nasdaq and reviewing our Compensation Recovery Policy and will make any necessary updates to
comply with the new Nasdaq listing standards regarding clawback policies which are expected to be adopted in calendar
year 2023.
Tax and Accounting Implications
Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per
taxable year is generally non-deductible, excluding certain performance-based compensation that qualifies for an
exception pursuant to the transition relief provided by the Tax Cuts and Jobs Act.
The CC looks at a variety of factors in making its decisions and retains the flexibility to provide compensation for the
NEOs in a manner consistent with the goals of the Company’s executive compensation program and the best interests of
the Company and its stockholders, which may include providing for compensation that is not deductible by the Company
due to the deduction limit under Section 162(m). The CC also retains the flexibility to modify compensation that was
initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are
consistent with the Company’s business needs.
Our CC also considers the impact of Section 409A of the Internal Revenue Code, and in general, our executive plans and
programs are designed to comply with the requirements of that section to avoid the possible adverse tax consequences
that may arise from non-compliance.
Under ASC 718, the Company is required to estimate and record an expense for each award of equity compensation over
the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC
718.
55
Reconciliation of Non-GAAP Financial Measures
A reconciliation between our GAAP operating income and Non-GAAP Operating Income is as follows (in millions):
Fiscal 2023
Fiscal 2022
GAAP operating income
Stock-based compensation expense
Acquisition termination cost
Acquisition-related and other costs
Restructuring costs and other
IP-related and legal settlement costs
Contributions
Non-GAAP Operating Income
$4,224
2,710
1,353
674
54
23
2
$9,040
$10,041
2,004
—
636
—
9
—
$12,690
We believe these non-GAAP financial measures enhance stockholders’ overall understanding of our historical financial
performance. The presentation of our non-GAAP financial measures is not meant to be considered in isolation nor as a
substitute for our financial results prepared in accordance with GAAP, and our non-GAAP financial measures may be
different from non-GAAP financial measures used by other companies.
Risk Analysis of Our Compensation Plans
Company management from Legal, Human Resources and Finance, as well as Exequity, performed an assessment of the
Company’s compensation programs and policies for Fiscal 2023 with the oversight of the CC, as generally applicable to
our employees to ascertain any potential material risks that may be created by our compensation programs. The
assessment focused on programs with variability of payout and the ability of participants to directly affect payout and
the controls over participant action and payout—specifically, the Company’s variable cash compensation, equity
compensation, and sales incentive compensation programs. We identified the key terms of these programs, potential
concerns regarding risk taking behavior, and specific risk mitigation features. The assessment was first presented to our
Senior Vice President, Human Resources, our CFO and our General Counsel, and then presented to the CC.
The CC considered the findings of the assessment described above and concluded that our compensation programs,
which are structured to recognize both short-term and long-term contributions to the Company, do not create risks
which are reasonably likely to have a material adverse effect on our business or financial condition.
The CC believes that the following compensation design features guard against excessive risk-taking:
term goals
the eligible compensation awards under our Variable Cash Plan and our SY PSUs
CC and consistent with the annual operating plan approved by the full Board each year
achievement of corporate performance targets, and we cap the potential award payout
ü Our compensation program encourages our employees to remain focused on both our short-term and long-
ü We design our variable cash and PSU compensation programs for executives so that payouts are based on
ü We have internal controls over our financial accounting and reporting which is used to measure and determine
ü Financial plan target goals and final awards under our Variable Cash Plan and our SY PSUs are approved by the
ü MY PSUs are designed with a relative goal
ü We have a compensation recovery policy applicable to all employees that allows NVIDIA to recover
ü The CC monitors burn rate and overhang
ü All executive officer equity awards have multi-year vesting
ü We have stock ownership guidelines that we believe are reasonable and are designed to align our executive
ü We enforce a “no-hedging” policy and a “no-pledging” policy involving our common stock which prevents our
compensation paid in situations of fraud or material financial misconduct
employees from insulating themselves from the effects of NVIDIA stock price performance
officers’ interests with those of our stockholders
56
Summary Compensation Table for Fiscal 2023, 2022 and 2021
The following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2023, 2022
and 2021. Fiscal 2023 and 2022 were 52-week years. Fiscal 2021 was a 53-week year.
Name and Principal Position
Jen-Hsun Huang
President and CEO
Colette M. Kress
Executive Vice President and CFO
Ajay K. Puri
Executive Vice President, Worldwide
Field Operations
Debora Shoquist
Executive Vice President, Operations
Timothy S. Teter
Executive Vice President, General
Counsel and Secretary
Salary
($)
Stock
Awards
($) (1)
Non-Equity
Incentive Plan
Compensation
($) (2)
All Other
Compensation
($)
Total
($)
996,832
19,666,382
—
693,710 (3)
21,356,924
996,216
18,660,407
4,000,000
81,038
23,737,661
Fiscal
Year
2023
2022
2021
1,017,355
15,279,780
3,000,000
19,266
19,316,401
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
897,149
10,004,677
—
15,402 (4)
10,917,228
896,595
8,269,020
600,000
915,620
6,595,691
600,000
10,312
9,731
9,775,927
8,121,042
946,990
9,633,991
—
46,717 (4)
10,627,698
946,406
7,892,819
1,300,000
33,493
10,172,718
966,487
6,208,052
1,300,000
847,307
8,244,465
—
846,784
6,483,557
500,000
864,752
5,722,904
500,000
847,307
8,244,465
—
846,784
6,483,557
500,000
864,752
3,783,191
500,000
33,388
23,478 (4)
21,478
21,581
15,402 (4)
12,402
9,921
8,507,927
9,115,250
7,851,819
7,109,237
9,107,174
7,842,743
5,157,864
(1)
(2)
(3)
(4)
Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date
fair value calculated in accordance with ASC 718 for the respective fiscal year for grants of RSUs, SY PSUs, and MY PSUs, as applicable. The
assumptions used in the calculation of values of the awards are set forth under Note 4 to our consolidated financial statements titled Stock-Based
Compensation in our Form 10-K. With regard to the stock awards with performance-based vesting conditions, the reported grant date fair value
assumes the probable outcome of the conditions at Base Operating Plan for SY PSUs and Target for MY PSUs, determined in accordance with
applicable accounting standards.
Assuming Stretch Operating Plan performance for SY PSUs and Stretch performance for MY PSUs in each of Fiscal 2023, 2022 and 2021, and a stock
price equal to the grant date fair value of the SY PSUs and MY PSUs, the value of stock awards granted would be:
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Fiscal
Year
SY PSU
($)
MY PSU
($)
SY PSU
($)
MY PSU
($)
SY PSU
($)
MY PSU
($)
SY PSU
($)
MY PSU
($)
SY PSU
($)
MY PSU
($)
2023
15,142,257
14,357,535
10,902,118
1,178,299
10,498,554
1,134,240
8,984,170
970,901
8,984,170
970,901
2022
13,897,074
14,093,536
8,968,415
1,047,816
8,559,942
1,000,188
7,031,872
821,923
7,031,872
821,923
2021
14,108,899
8,810,497
7,035,748
1,038,639
6,621,880
977,914
6,104,546
901,416
4,035,208
596,212
As applicable, reflects amounts earned in Fiscal 2023, 2022 and 2021 and paid in March or April of each respective year pursuant to the respective
Variable Cash Plan. For further information please see our CD&A above.
Reflects the cost of security arrangements, matches of contributions to our 401(k) savings plan and a health savings account, and imputed income
from life insurance coverage. The 401(k) and health savings account contribution matches and insurance coverage are available to all eligible NVIDIA
employees. NVIDIA does not consider Mr. Huang’s security arrangements to be a personal benefit because they arise from the nature of Mr. Huang’s
employment responsibilities and the related costs have been incurred in accordance with a Board-established security program based on an
independent third-party security assessment. However, these expenses are being disclosed in compliance with SEC rules. The cost of Mr. Huang’s
security arrangements for Fiscal 2023 included (a) $565,305 for residential security, (b) $90,217 for security monitoring services, and (c) $13,483 for a
car leased by NVIDIA; the match of 401(k) and health savings account contributions was $11,500; and imputed income from life insurance coverage
was $13,206.
Reflects matches of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all
eligible NVIDIA employees. For Fiscal 2023, the match of 401(k) contributions was $10,500 for Ms. Kress, $9,250 for Mr. Puri, $9,000 for Ms. Shoquist
and $10,500 for Mr. Teter; and imputed income from life insurance coverage was $37,467 for Mr. Puri and $14,478 for Ms. Shoquist.
57
Grants of Plan-Based Awards for Fiscal 2023
The following table provides information regarding all grants of plan-based awards that were made to or earned by our
NEOs during Fiscal 2023. The information in this table supplements the dollar value of stock awards set forth in the
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021. The PSU and RSU awards set forth in the following
table were made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. All
equity awards listed are subject to service-based vesting.
Name
Jen-Hsun
Huang
Type of
Award
Grant
Date
Approval
Date
SY PSU
3/10/22
MY PSU
3/10/22
3/3/22
3/3/22
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1)
Threshold
Target
Maximum
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
Threshold
Target
Maximum
($)
($)
($)
(#)
(#)
—
—
22,338
44,675
11,169
44,675
(#)
67,013
67,013
Variable
Cash Plan
3/3/22
3/3/22 1,000,000
2,000,000
4,000,000
—
Colette M.
Kress
SY PSU
3/10/22
MY PSU
3/10/22
RSU
3/10/22
3/3/22
3/3/22
3/3/22
—
—
—
Variable
Cash Plan
3/3/22
3/3/22 150,000
300,000
600,000
Ajay K.
Puri
SY PSU
3/10/22
MY PSU
3/10/22
RSU
3/10/22
3/3/22
3/3/22
3/3/22
—
—
—
Variable
Cash Plan
3/3/22
3/3/22 325,000
650,000
1,300,000
Debora
Shoquist
SY PSU
3/10/22
MY PSU
3/10/22
RSU
3/10/22
3/3/22
3/3/22
3/3/22
—
—
—
Variable
Cash Plan
3/3/22
3/3/22 125,000
250,000
500,000
Timothy S.
Teter
SY PSU
3/10/22
MY PSU
3/10/22
RSU
3/10/22
3/3/22
3/3/22
3/3/22
—
—
—
Variable
Cash Plan
3/3/22
3/3/22 125,000
250,000
500,000
12,062
24,124
48,248
548
2,193
4,386
—
—
11,616
23,231
46,462
528
2,111
4,222
—
—
9,940
19,880
39,760
452
1,807
3,614
—
—
9,940
19,880
39,760
452
1,807
3,614
—
—
All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
(#) (3)
—
—
—
—
—
Grant Date
Fair Value
of Stock
Awards ($) (4)
10,094,763 (5)
9,571,619
—
5,451,059
(5)
589,149
17,545
3,964,468
—
—
—
—
5,249,277
(5)
567,120
16,895
3,817,594
—
—
—
—
4,492,085
(5)
485,451
14,458
3,266,930
—
—
—
—
4,492,085
(5)
485,541
14,458
3,266,930
—
—
(1)
(2)
(3)
(4)
(5)
Represents range of awards payable under our Fiscal 2023 Variable Cash Plan.
Represents range of shares eligible to be earned with respect to PSUs.
Represents RSUs granted.
Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date
fair value calculated in accordance with ASC 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under
Note 4 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. With regard to the stock awards with performance-
based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan performance for
SY PSUs and Target performance for MY PSUs, determined in accordance with applicable accounting standards.
Performance achievement for Fiscal 2023 fell below the Threshold goal and as a result, none of these SY PSUs were earned.
58
Outstanding Equity Awards as of January 29, 2023
The following table presents information regarding outstanding equity awards held by our NEOs as of January 29, 2023.
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($) (1)
Option
Expiration
Date
Number of
Units of Stock
That Have
Not Vested (#)
Market Value
of Units of
Stock That
Have Not
Vested ($) (2)
Equity Incentive
Plan Awards:
Number of
Unearned Shares
That Have Not
Vested (#)
Equity Incentive
Plan Awards:
Market Value of
Unearned Shares
That Have Not
Vested ($) (2)
4.000
9/17/2023
—
—
Name
Jen-Hsun
Huang
Colette
M. Kress
Ajay K.
Puri
Debora
Shoquist
Timothy
S. Teter
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
475,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,848
72,612
116,176
59,100
(3)
(4)
(5)
(6)
2,209,195
14,787,434
23,659,242
12,035,715
—
—
—
—
—
—
—
—
—
—
—
—
1,976
3,156
13,168
36,216
10,536
13,868
38,144
14,256
—
—
2,076
3,232
12,396
34,080
9,920
13,240
36,408
13,728
—
—
(9)
(3)
(10)
(4)
(5)
(11)
(6)
(12)
(9)
(3)
(10)
(4)
(5)
(11)
(6)
(12)
1,376
2,344
(9)
(3)
11,428
(10)
31,424
9,144
10,872
29,904
11,748
(4)
(5)
(11)
(6)
(12)
—
—
928
1,976
(9)
(3)
7,556
(10)
20,768
6,048
(4)
(5)
10,872
(11)
29,904
(6)
11,748
(12)
—
—
—
—
105,060
67,013
(7)
(8)
21,395,469
13,647,197
402,412
642,719
2,681,663
7,375,388
2,145,656
2,824,218
7,768,026
2,903,234
—
—
422,777
658,197
2,524,445
6,940,392
2,020,208
2,696,326
7,414,489
2,795,707
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,160
4,386
(7)
(8)
1,254,484
893,209
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,880
4,222
(7)
(8)
1,197,462
859,810
280,222
477,356
2,327,312
6,399,498
1,862,176
2,214,083
6,089,950
2,392,480
—
—
188,987
402,412
1,538,779
4,229,403
1,231,675
2,214,083
6,089,950
2,392,480
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,832
3,614
(7)
(8)
984,037
735,991
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,832
3,614
(7)
(8)
984,037
735,991
(1)
Unless otherwise noted, represents the closing price of our common stock as reported by Nasdaq on the date of grant which is the exercise price per
share of stock option grants made pursuant to our 2007 Plan.
59
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
Calculated by multiplying the number of RSUs or PSUs that have not vested or have not been earned, as applicable, by the closing price ($203.65) of
NVIDIA’s common stock on January 27, 2023, the last trading day before the end of our Fiscal 2023, as reported by Nasdaq.
The RSU was earned on January 26, 2020, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 18, 2020,
and vested as to 6.25% approximately every three months thereafter over the next three years such that the RSU was fully vested on March 15, 2023.
The RSU was earned on January 31, 2021, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 17, 2021,
and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 20, 2024.
The RSU was earned on January 29, 2023, based on achievement of a performance goal. The RSU vested as to 100% of the shares on March 15, 2023.
The RSU was earned on January 30, 2022, based on achievement of a performance goal. The RSU vested as to 25% of the shares on March 16, 2022,
and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 19, 2025.
Represents shares that could be earned upon achievement of Stretch goals, based on our TSR relative to the S&P 500 from February 1, 2021 through
January 28, 2024. If the performance goal is achieved, 100% of the shares earned will vest on March 20, 2024. If the Threshold performance goal is
achieved, 17,508 shares will be earned by Mr. Huang, 772 shares will be earned by Ms. Kress, 736 shares will be earned by Mr. Puri, 604 shares will be
earned by Ms. Shoquist, and 604 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 70,040 shares will be earned by Mr.
Huang, 3,080 shares will be earned by Ms. Kress, 2,940 shares will be earned by Mr. Puri, 2,416 shares will be earned by Ms. Shoquist, and 2,416 shares
will be earned by Mr. Teter.
Represents shares that could be earned upon achievement of Stretch goals, based on our TSR relative to the S&P 500 from January 31, 2022 through
January 26, 2025. If the performance goal is achieved, 100% of the shares earned will vest on March 19, 2025. If the Threshold performance goal is
achieved, 11,169 shares will be earned by Mr. Huang, 548 shares will be earned by Ms. Kress, 528 shares will be earned by Mr. Puri, 452 shares will be
earned by Ms. Shoquist, and 452 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 44,675 shares will be earned by Mr.
Huang, 2,193 shares will be earned by Ms. Kress, 2,111 shares will be earned by Mr. Puri, 1,807 shares will be earned by Ms. Shoquist, and 1,807 shares
will be earned by Mr. Teter.
The RSU vested as to 25% on March 18, 2020, and vested as to 6.25% approximately every three months thereafter over the next three years such that
the RSU was fully vested on March 15, 2023.
The RSU vested as to 25% on March 17, 2021, and vests as to 6.25% approximately every three months thereafter over the next three years such that
the RSU will be fully vested on March 20, 2024.
The RSU vested as to 6.25% on June 16, 2021, and vests as to 6.25% approximately every three months thereafter over the next three years such that
the RSU will be fully vested on March 19, 2025.
The RSU vested as to 6.25% on June 15, 2022, and vests as to 6.25% approximately every three months thereafter over the next three years such that
the RSU will be fully vested on March 18, 2026.
Option Exercises and Stock Vested in Fiscal 2023
The following table shows information regarding option exercises by, and stock acquired upon vesting for, our NEOs
during Fiscal 2023.
Name
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Option Awards
Stock Awards
Number of
Shares Acquired on
Exercise (#)
Value
Realized
on Exercise ($)
Number of
Shares Acquired on
Vesting (#) (1)
Value
Realized
on Vesting ($) (2)
2,917,340
442,805,513
—
—
—
—
—
—
—
—
286,412 (3)
114,089 (4)
110,859 (5)
91,214 (6)
75,510 (7)
61,847,146
22,135,573
21,524,023
17,650,436
14,800,031
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Represents the gross number of shares acquired on vesting. Shares were withheld from these amounts to pay taxes due upon vesting.
Represents the gross number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by Nasdaq on the
date of vesting.
Includes an aggregate of 142,009 shares that were withheld to pay taxes due upon vesting.
Includes an aggregate of 59,730 shares that were withheld to pay taxes due upon vesting.
Includes an aggregate of 54,370 shares that were withheld to pay taxes due upon vesting.
Includes an aggregate of 44,630 shares that were withheld to pay taxes due upon vesting.
Includes an aggregate of 40,166 shares that were withheld to pay taxes due upon vesting.
Employment, Severance and Change-in-Control Arrangements
Employment Agreements. Our executive officers are “at-will” employees and we do not have employment, severance or
change-in-control agreements with our executive officers.
Change-in-Control Arrangements. Our 2007 Plan provides that in the event of a corporate transaction or a change-in-
control, outstanding stock awards may be assumed, continued, or substituted by the surviving corporation. If the
surviving corporation does not assume, continue, or substitute such stock awards, then (a) with respect to any stock
awards that are held by individuals performing services for NVIDIA immediately prior to the effective time of the
transaction, the vesting and exercisability provisions of such stock awards will be accelerated in full and such stock
awards will be terminated if not exercised prior to the effective date of the corporate transaction or change-in-control,
and (b) all other outstanding stock awards will be terminated if not exercised on or prior to the effective date of the
corporate transaction or change-in-control.
60
Potential Payments Upon Termination or Change-in-Control
Upon a change-in-control or certain other corporate transactions of NVIDIA, unvested RSUs and PSUs will fully vest in
some cases as described above under Employment, Severance and Change-in-Control Arrangements—Change-in-Control
Arrangements. The table below shows our estimates of the amount of the benefit each of our NEOs would have received
if the unvested RSUs and PSUs held by them as of January 29, 2023 had become fully vested as a result of a change-in-
control, calculated by multiplying the number of unvested RSUs and PSUs held by the applicable NEO by the $203.65
closing price of our common stock on January 27, 2023.
Name
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Unvested RSUs and PSUs at January 29, 2023 (#) (1)
379,402
Total Estimated Benefit ($) (1)
77,265,217
155,449
148,402
127,771
110,879
31,657,189
30,222,067
26,020,564
22,580,508
(1) With respect to unvested PSUs, the amounts in these columns assume performance at Base Operating Plan with respect to SY PSUs granted in Fiscal
2023, and assume performance at Target with respect to MY PSUs granted in Fiscal 2021, Fiscal 2022 and Fiscal 2023, in accordance with SEC rules.
The table below reflects the actual numbers of the MY PSUs granted in Fiscal 2021 that became eligible to vest, based on our performance during the
applicable performance period, as certified by our CC shortly after the end of Fiscal 2023. The values of the estimated and actual MY PSUs in the table
below were calculated by multiplying the applicable number of MY PSUs held by each respective NEO and listed below, by the $203.65 closing price of
our common stock on January 27, 2023. Based on performance during the applicable performance period, none of the SY PSUs granted in Fiscal 2023
were eligible to vest.
MY PSUs granted in Fiscal 2021 - Actual Achievement (versus Target Performance)
Name
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Estimated MY PSUs Granted in
Fiscal 2021 at Target
Performance (#)
Value of Estimated MY PSUs
Granted in Fiscal 2021 at Target
Performance ($)
Actual MY PSUs
Granted in Fiscal 2021
Eligible to Vest (#)
Value of Actual MY PSUs
Granted in Fiscal 2021
Eligible to Vest ($)
77,452
5,268
4,960
4,572
3,024
15,773,100
1,072,828
1,010,104
931,088
615,838
116,176
10,536
9,920
9,144
6,048
23,659,242
2,145,656
2,020,208
1,862,176
1,231,675
The actual number of MY PSUs granted in Fiscal 2022 and Fiscal 2023 that will become eligible to vest will be determinable after January 28, 2024 and
January 26, 2025, respectively, the ending dates of the applicable three-year measurement period for MY PSUs.
Pay Ratio
We determined the ratio of: (a) the annual total compensation of our CEO, to (b) the median of the annual total
compensation of all our employees, except for our CEO, both calculated in accordance with the requirements of Item
402(c)(2)(x) of Regulation S-K.
We determined our median employee for purposes of the pay ratio calculation for Fiscal 2023 by using a consistently
applied compensation measure which aggregated, for each employee employed by us on the last day of Fiscal 2022, or
January 30, 2022: (i) target base salary as of January 30, 2022 (annualized for permanent employees who were employed
by us for less than the entire fiscal year), (ii) variable cash earned during Fiscal 2022, and (iii) aggregate full grant date fair
value of equity awards granted during Fiscal 2022, calculated in accordance with ASC 718 and assuming the probable
outcome of the conditions at Base Operating Plan for performance-based awards. Compensation paid in foreign
currencies was converted to U.S. dollars based on exchange rates in effect on January 30, 2022.
After applying the methodology described above, we determined the identity of our median employee for Fiscal 2022. We
concluded that because there have been no changes to our employee population or employee compensation
arrangements since the end of Fiscal 2022 that would significantly impact our pay ratio disclosure for Fiscal 2023, we
would use the same individual in our Fiscal 2023 pay ratio calculation.
Our median employee’s compensation for Fiscal 2023 was $228,078. Our CEO’s compensation for Fiscal 2023 was
$21,356,924. Therefore, our Fiscal 2023 CEO to median employee pay ratio was 94:1.
This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K
and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each
company may use a different methodology and make different assumptions. As a result, and as explained by the SEC
when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was
not designed to facilitate comparisons of pay ratios among different companies, even companies within the same
industry, but rather to allow stockholders to better understand and assess each company’s compensation practices and
pay ratio disclosures. Neither the CC nor management used our Fiscal 2023 CEO to median employee pay ratio in making
compensation decisions.
61
Pay Versus Performance
NVIDIA’s executive compensation program is guided by a pay for performance philosophy and is designed to align NEO
pay with our stockholders’ interests. Accordingly, a substantial portion of our NEOs’ total compensation is based on the
Company’s performance under certain corporate financial metric goals, including annual revenue, annual Non-GAAP
Operating Income, and 3-year TSR relative to the S&P 500.
The CC’s decisions on executive compensation for Fiscal 2023, 2022 and 2021 were made prior to the final, new SEC rules
regarding pay versus performance, which requires disclosure of “compensation actually paid,” or CAP, for our NEOs. The
disclosure included in this section is prescribed by Item 402(v) of Regulation S-K under the Securities Act and does not
necessarily align with how the Company or the CC views the link between the Company’s performance and NEO pay. In
particular, amounts set forth below as CAP do not represent the value of compensation actually paid to or received by our
NEOs. Instead, CAP has been calculated in accordance with the new SEC rules, which include measurement of the
changes in the fair value of equity awards. CAP is a supplemental measure to be viewed alongside, not in replacement of,
performance measures as an addition to the philosophy and strategy of compensation-setting discussed in greater detail
above in CD&A.
Required Tabular Disclosure of Pay Versus Performance
The following table summarizes information regarding compensation for our NEOs, including CAP as well as certain
financial performance metrics during Fiscal 2023, 2022 and 2021. Fiscal 2023 and 2022 were 52-week years. Fiscal 2021
was a 53-week year.
Value of Initial Fixed $100
Investment Based on (7):
Summary
Compensation
Table Total for
CEO
($) (1) (2)
Compensation
Actually Paid
to CEO
($) (1) (3)
Average
Summary
Compensation
Table Total for
Non-CEO NEOs
($) (4) (5)
Average
Compensation
Actually Paid to
Non-CEO NEOs
($) (4) (6)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($) (8)
Net Income
(in millions)
($)
Non-GAAP
Operating
Income
(in millions)
($) (9)
21,356,924
(4,118,947)
9,941,838
(1,364,661)
23,737,661
105,543,768
8,910,802
38,453,071
19,316,401
79,631,875
7,224,018
27,879,337
326.34
365.66
207.79
133.09
158.12
141.39
4,368
9,752
4,332
9,040
12,690
6,803
Fiscal
Year
2023
2022
2021
(1) For Fiscal 2023, 2022 and 2021, our CEO was Jen-Hsun Huang.
(2) The amounts in this column correspond with total compensation for our CEO as reported in our Summary Compensation Table above for the listed fiscal
years.
(3) The amounts in this column, rather than representing the actual compensation paid to or received by our CEO, represent CAP calculated in accordance
with Item 402(v) of Regulation S-K during the listed fiscal years, as follows:
Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP
Deduct:
Add:
Add/(Deduct):
Add/(Deduct):
Equity Award Adjustments
Summary
Compensation
Table Total for
CEO
($)
Value of Equity
Awards Reported
in Summary
Compensation
Table
($) (a)
Year End Fair Value of
Awards Granted
During the Year which
were Unvested at
Year End
($) (b)
Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Awards
($) (b)
Change in Fair Value
of Awards Granted in
Prior Years which
Vested During the
Year
($) (b)
Total Equity
Award
Adjustments
($) (b)
Compensation
Actually Paid
to CEO
($)
21,356,924
(19,666,382)
7,108,686
(9,368,399)
(3,549,776)
(5,809,488)
(4,118,947)
23,737,661
(18,660,407)
45,314,829
43,741,239
11,410,446
100,466,514
105,543,768
19,316,401
(15,279,780)
44,912,609
28,796,208
1,886,437
75,595,254
79,631,875
Fiscal
Year
2023
2022
2021
(a) The amounts in this column correspond with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” as reported in
our Summary Compensation Table above for the listed fiscal years.
(b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in
these columns were determined by reference to (i) for MY PSU awards where the performance period was complete as of or prior to the applicable
year end date and for SY PSU awards, the closing price of our common stock on the applicable year end date, as reduced by the present value of
dividends expected to be paid on the underlying shares during the requisite service period, or the closing price of our common stock on the
applicable vesting dates, and (ii) for MY PSU awards where the performance period was not yet complete as of the applicable year end date, the fair
value as calculated by a Monte Carlo simulation model as of the respective year end date, for the listed fiscal years.
(4) For Fiscal 2023, 2022 and 2021, our non-CEO NEOs were Colette M. Kress, Ajay K. Puri, Debora Shoquist and Timothy S. Teter.
(5) The amounts in this column correspond with the average of the total compensation for our non-CEO NEOs as reported in our Summary Compensation
Table above for the listed fiscal years.
62
(6) The amounts in this column, rather than representing the average of the actual compensation paid to or received by our non-CEO NEOs, represent
average CAP calculated in accordance with Item 402(v) of Regulation S-K during the listed fiscal years, as follows:
Reconciliation of Average Summary Compensation Table Total Compensation for Non-CEO NEOs to CAP
Deduct:
Add:
Add/(Deduct):
Add:
Add/(Deduct):
Equity Award Adjustments
Average
Summary
Compensation
Table Total for
Non-CEO NEOs
($)
Value of Equity
Awards
Reported in
Summary
Compensation
Table
($) (a)
Year End Fair
Value of Awards
Granted During
the Year which
were Unvested
at Year End
($) (b)
Year Over Year
Change in Fair
Value of
Outstanding
and Unvested
Awards
($) (b)
Vesting Date
Fair Value of
Awards
Granted and
Vested
During the
Year
($) (b)
Change in Fair
Value of Awards
Granted in Prior
Years which
Vested During
the Year
($) (b)
Total Equity
Award
Adjustments
($) (b)
Average
Compensation
Actually Paid
to Non-CEO
NEOs
($)
9,941,838
(9,031,900)
3,014,262
(2,639,741)
469,695
(3,118,815)
(2,274,599)
(1,364,661)
8,910,802
(7,282,238)
18,734,157
11,713,153
976,553
5,400,644
36,824,507
38,453,071
7,224,018
(5,577,460)
18,437,076
5,723,898
—
2,071,805
26,232,779
27,879,337
Fiscal
Year
2023
2022
2021
(a) The amounts in this column correspond with the average of the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” as
reported in our Summary Compensation Table above for the listed fiscal years.
(b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in
these columns were determined by reference to (i) for MY PSU awards where the performance period was complete as of or prior to the applicable
year end date, for RSU awards and for SY PSU awards, the closing price of our common stock on the applicable year end date, as reduced by the
present value of dividends expected to be paid on the underlying shares during the requisite service period, or the closing price of our common
stock on the applicable vesting dates, and (ii) for MY PSU awards where the performance period was not yet complete as of the applicable year end
date, the fair value as calculated by a Monte Carlo simulation model as of the respective year end date, for the listed fiscal years.
(7) TSR for each of Fiscal 2023, 2022 and 2021 is cumulative, reflecting the value of a fixed $100 investment beginning with the market close on January
24, 2020, the last trading day before our Fiscal 2021, through and including the end of the respective listed fiscal years.
(8) The Nasdaq 100 Index is the industry peer group we use for purposes of Item 201(e) of Regulation S-K. The separate peer group referenced by the CC for
purposes of determining executive compensation is discussed above in CD&A.
(9) Our Company-Selected Measure, as required by Item 402(v) of Regulation S-K, is Non-GAAP Operating Income, which, in our assessment, represents the
most important financial performance measure linking Fiscal 2023 NEO CAP to company performance. See Definitions for a definition of Non-GAAP
Operating Income, and see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between GAAP operating income and non-
GAAP Operating Income.
Required Tabular Disclosure of Most Important Financial Performance Measures
The following table is an unranked list of the most important financial performance measures linking Fiscal 2023 NEO
CAP to company performance:
Financial Measures
Revenue
Non-GAAP Operating Income
3-Year TSR relative to the S&P 500
Refer to CD&A above for a description of how each of these performance measures impacts NEO compensation.
63
Required Tabular Disclosure of Relationships Between CAP and Financial Performance
The following graphs illustrate how CAP for our NEOs aligns with the Company’s financial performance measures as
detailed in the Pay Versus Performance table above for each of Fiscal 2021, 2022 and 2023, as well as between the TSRs
of NVIDIA and the Nasdaq100 Index, reflecting the value of a fixed $100 investment beginning with the market close on
January 24, 2020, the last trading day before our Fiscal 2021, through and including the end of the respective listed fiscal
years.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or
after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically
incorporates such information by reference.
64
Compensation Committee Interlocks and Insider Participation
For Fiscal 2023, the CC consisted of Messrs. Burgess, Coxe, Dabiri, and Jones and Ms. Hudson. No member of the CC is
an officer or employee of NVIDIA, and none of our executive officers serve as a member of the board or compensation
committee of any entity that has one or more executive officers serving as a member of our Board or CC.
Compensation Committee Report
The Compensation Committee of the Board of Directors oversees the compensation programs of NVIDIA on behalf of the
Board of Directors. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with
management the Compensation Discussion and Analysis included in this proxy statement.
In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K of NVIDIA for
the year ended January 29, 2023 and in this proxy statement.
Compensation Committee
Robert K. Burgess, Tench Coxe, John O. Dabiri, Dawn Hudson and Harvey C. Jones
65
Proposal 3—Approval of the Frequency of Holding an Advisory Vote on Executive Compensation
What am I voting on? A non-binding vote, known as “say-on-frequency,” to approve how frequently we should solicit an
advisory vote on our NEO compensation.
Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on
this matter.
Effect of abstentions: Same as a vote AGAINST.
Effect of broker non-votes: None.
The Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders to indicate their preference regarding
how frequently we should solicit a non-binding advisory vote on the compensation of our NEOs. Accordingly, we are
asking stockholders to indicate whether they would prefer an advisory vote every one, two or three years. Alternatively,
stockholders may abstain from casting a vote.
After considering the benefits and consequences of each alternative, the Board recommends that the advisory vote on
the compensation of our NEOs be submitted to the stockholders every one year. In formulating its recommendation, the
Board considered that an annual advisory vote on executive compensation will allow stockholders to provide direct input
on the Company’s compensation philosophy, policies and practices every year.
Accordingly, the Board is asking stockholders to indicate their preferred voting frequency by voting for one, two or three
years or abstaining from voting on the resolution below:
“RESOLVED, that the alternative of soliciting advisory stockholder approval of the compensation of the Company’s
executive officers once every one, two or three years that receives a majority of votes cast for this resolution will be
determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve the
compensation of the named executive officers.”
Because this proposal has four choices, it is possible that no choice will receive an affirmative vote of a majority of the
shares present and entitled to vote on this matter. The Board and the CC value the opinions of the stockholders in this
matter, and the Board intends to hold say-on-pay votes in the future in accordance with the alternative that receives the
most stockholder support, even if that alternative does not receive the support of a majority of the shares present, in
person or represented by proxy, and entitled to vote on this matter.
Recommendation of the Board
The Board recommends that you vote for future advisory votes on the compensation program for our NEOs to occur
every 1 YEAR.
66
Proposal 4—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2024
What am I voting on? Ratification of the selection of PwC as our independent registered public accounting firm for
Fiscal 2024.
Vote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on
this matter.
Effect of abstentions: Same as a vote AGAINST.
Effect of broker non-votes: Not applicable (because this is a routine proposal, there are no broker non-votes).
The AC has selected PwC, which has audited our financial statements annually since 2004, to serve as our independent
registered public accounting firm for Fiscal 2024. Our lead audit partner at PwC will serve no more than five consecutive
years in that role. Stockholder ratification of the AC’s selection of PwC is not required by our Bylaws. As a matter of good
corporate governance, we are submitting the selection of PwC to our stockholders for ratification. If our stockholders do
not ratify the selection, the AC will reconsider whether or not to retain PwC. Even if the selection is ratified, the AC in its
sole discretion may direct the appointment of a different independent registered public accounting firm at any time
during the fiscal year if it determines that such a change would be in our best interests and those of our stockholders.
The AC believes it is in the best interests of NVIDIA and our stockholders to retain PwC.
We expect that a representative of PwC will attend the 2023 Meeting. The PwC representative will have an opportunity to
make a statement at the 2023 Meeting if he or she so desires and will also be available to respond to appropriate
stockholder questions.
Recommendation of the Board
The Board recommends that you vote FOR the ratification of the selection of PwC as our independent registered
accounting firm for our fiscal year ending January 28, 2024.
67
Fees Billed by the Independent Registered Public Accounting Firm
The following is a summary of fees billed by PwC for Fiscal 2023 and 2022 for audit, tax and other professional services
during each fiscal year:
Audit Fees (1)
Audit Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total Fees
Fiscal 2023
Fiscal 2022
$
6,858,279 $
6,762,002
243,400
1,189,263
17,858
491,100
708,680
12,900
$
8,308,800 $
7,974,682
(1)
(2)
(3)
(4)
For the audit of our consolidated financial statements, including business combination activities during the year, the audit of our internal control over
financial reporting, review of our quarterly financial statements and annual reports, review of SEC registration statements and related consents, review
of SEC filings for public debt financing and related comfort letters, and fees related to statutory audits of some of our international entities.
For a review of select sustainability metrics, a system pre-implementation control assessment and other attestation services.
For tax compliance, consulting, and tax audit defense services.
For products or services other than those referenced above, including subscription to accounting research software.
All services provided for Fiscal 2023 and 2022 described above were pre-approved by the AC or the AC Chairperson
through the authority granted to him by the AC, which is described below. Our AC determined that the rendering of
services other than audit services by PwC was compatible with maintaining PwC’s independence.
Pre-Approval Policies and Procedures
The AC has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services rendered
by our independent registered public accounting firm. The policy generally permits pre-approvals of specified permissible
services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-
approval may also be given as part of the AC’s approval of the scope of the engagement of our independent registered
public accounting firm or on an individual case-by-case basis before the independent registered public accounting firm is
engaged to provide each service. In some cases the full AC provides pre-approval for up to a year related to a particular
defined task or scope. In other cases, the AC has delegated power to the AC Chairperson to pre-approve additional audit
and non-audit services if the need for the service was unanticipated and approval is required prior to the next scheduled
meeting of the AC. The AC Chairperson then communicates such pre-approval to the full AC at its next meeting.
68
Report of the Audit Committee of the Board of Directors
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by
reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing, except to the extent specifically incorporated by
reference therein.
The Audit Committee, or AC, oversees accounting, financial reporting, internal control over financial reporting, financial
practices and audit activities of NVIDIA and its subsidiaries. The AC reviews the results and scope of the audit and other
services provided by the independent registered public accounting firm and reviews financial statements and the
accounting policies followed by NVIDIA prior to the issuance of the financial statements with both management and the
independent registered public accounting firm.
Management is responsible for the financial reporting process, the preparation of consolidated financial statements in
accordance with accounting principles generally accepted in the United States, or GAAP, the system of internal control
over financial reporting, and the procedures designed to facilitate compliance with accounting standards and applicable
laws and regulations. PricewaterhouseCoopers LLP, or PwC, our independent registered public accounting firm for Fiscal
2023, was responsible for performing an independent audit of the consolidated financial statements and issuing a report
on the consolidated financial statements and of the effectiveness of our internal control over financial reporting as of
January 29, 2023. PwC’s judgments as to the quality, not just the acceptability, of our accounting principles and such
other matters are required to be disclosed to the AC under applicable standards. The AC oversees these processes. Also,
the AC has ultimate authority and responsibility to select, evaluate and, when appropriate, terminate the independent
registered public accounting firm. The AC approves audit fees and non-audit services provided by and fees paid to the
independent registered public accounting firm.
NVIDIA has an internal audit function that reports to the AC. This function is responsible for objectively reviewing and
evaluating the adequacy, effectiveness and quality of our system of internal controls and the operating effectiveness of
our business processes. The AC approves an annual internal audit plan and monitors the activities and performance of our
internal audit function throughout the year to ensure the plan objectives are carried out and met.
The AC members are not professional accountants or auditors, and their functions are not intended to duplicate or to
certify the activities of management or the independent registered public accounting firm. The AC does not plan or
conduct audits, determine that our financial statements are complete and accurate and in accordance with GAAP or
assess our internal control over financial reporting. The AC relies, without additional independent verification, on the
information provided by our management and on the representations made by management that the financial
statements have been prepared with integrity and objectivity, and the opinion of PwC that such financial statements
have been prepared in conformity with GAAP.
In this context, the AC reviewed and discussed the audited consolidated financial statements for Fiscal 2023 with
management and our internal control over financial reporting with management and PwC. Specifically, the AC discussed
with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting
Oversight Board and the SEC. We have received from PwC the written disclosures and letter required by the applicable
requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the AC
concerning independence. The AC also considered whether the provision of certain permitted non-audit services by PwC
is compatible with PwC’s independence and discussed PwC’s independence with PwC.
Based on the AC’s review and discussions, the AC recommended to the Board of Directors that the audited consolidated
financial statements be included in the Annual Report on Form 10-K of NVIDIA for the fiscal year ended January 29, 2023.
Audit Committee
Michael G. McCaffery, Mark L. Perry, A. Brooke Seawell, Aarti Shah and Mark A. Stevens
69
Equity Compensation Plan Information
The number of shares issuable upon exercise of outstanding stock options, RSUs, and PSUs, the weighted-average
exercise price of outstanding stock options, and the number of stock awards remaining for future issuance under each of
our equity compensation plans as of January 29, 2023 are summarized as follows:
Plan Category
Equity compensation plans
approved by security holders (1)
Equity compensation plans not
approved by security holders
Total
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants
and rights ($)
(b)
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
(c)
46,830,167
— (4)
46,830,167
3.79 (2)
—
3.79
389,414,978 (3)
—
389,414,978
(1)
(2)
(3)
(4)
This row includes our 2007 Plan and our ESPP. Under our ESPP, participants are permitted to purchase our common stock at a discount on certain
dates through payroll deductions within a pre-determined purchase period. Accordingly, the number of shares to be issued upon exercise of
outstanding rights under our ESPP as of January 29, 2023 is not determinable.
Represents the weighted-average exercise price of outstanding stock options only.
As of January 29, 2023, (a) the number of shares that remained available for future issuance under the 2007 Plan was 159,291,774, and (b) the number
of shares that remained available for future issuance under the ESPP was 230,123,204, of which up to 1,152,892 shares may be purchased under the
ESPP in the current purchase period which runs until August 31, 2023, based on estimated participation and contribution rates, purchase prices based
on the applicable offering date prices, and the $25,000 limit under Section 423(b)(8) of the Internal Revenue Code.
Excludes RSUs assumed by NVIDIA in connection with mergers and acquisitions. As of January 29, 2023, a total of 835,800 shares were issuable upon
the vesting of such RSUs. Such RSUs have no exercise price. No additional awards were or may be granted by NVIDIA under the plans pursuant to
which such RSUs were originally granted.
During Fiscal 2023, we granted an aggregate of 24,445,273 shares under our 2007 Plan in the form of RSUs and PSUs,
324,092 of which were granted to our NEOs, 17,256 of which were granted to our non-employee directors and 24,103,925
of which were granted to our other employees. For this purpose, PSUs are counted in the year of grant at the maximum
number of shares that may become eligible to vest. Also during Fiscal 2023, an aggregate of 3,031,877 shares were
purchased under our ESPP, 900 of which were purchased by our NEOs and 3,030,977 of which were purchased by our
other employees. Our non-employee directors are not eligible to participate in our ESPP.
Additional Information
Other Matters
The Board knows of no other matters that will be presented for consideration at the 2023 Meeting. If any other matters
are properly brought before the 2023 Meeting, it is the intention of the persons named in the accompanying proxy to
vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
Timothy S. Teter
Secretary
May 8, 2023
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 29, 2023 AS FILED WITH
THE SEC IS BEING FURNISHED TO STOCKHOLDERS CONCURRENTLY HEREWITH. UPON WRITTEN REQUEST, WE WILL
PROVIDE, WITHOUT CHARGE, AN ADDITIONAL COPY OF THE ANNUAL REPORT. STOCKHOLDERS MAY SUBMIT THEIR
REQUESTS TO: INVESTOR RELATIONS, NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA,
CALIFORNIA 95051 OR TO SHAREHOLDERMEETING@NVIDIA.COM. WE WILL ALSO FURNISH A COPY OF ANY EXHIBIT
TO THE ANNUAL REPORT ON FORM 10-K IF SPECIFICALLY REQUESTED IN WRITING.
NVIDIA and the NVIDIA logo are either registered trademarks or trademarks of NVIDIA Corporation in the United States and
other countries. Other company names used in this publication are for identification purposes only and may be trademarks of
their respective companies.
70
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
Incorporation or Organization)
94-3177549
(I.R.S. Employer
Identification No.)
2788 San Tomas Expressway
Santa Clara, California 95051
(408) 486-2000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Common Stock, $0.001 par value per share
NVDA
Name of each exchange on which
registered
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer," “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting
company
☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 29, 2022 was approximately $434.37 billion (based on the closing sales price
of the registrant's common stock as reported by the Nasdaq Global Select Market on July 29, 2022). This calculation excludes 98 million shares held by directors and executive
officers of the registrant. This calculation does not exclude shares held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock
that have represented to the registrant that they are registered investment advisers or investment companies registered under section 8 of the Investment Company Act of
1940.
The number of shares of common stock outstanding as of February 17, 2023 was 2.47 billion.
Portions of the registrant's Proxy Statement for its 2023 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual
Report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
NVIDIA CORPORATION
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Signatures
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibit and Financial Statement Schedules
Form 10-K Summary
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WHERE YOU CAN FIND MORE INFORMATION
Investors and others should note that we announce material financial information to our investors using our investor
relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social
media channels as a means of disclosing information about the company, our products, our planned financial and other
announcements and attendance at upcoming investor and industry conferences, and other matters and for complying
with our disclosure obligations under Regulation FD:
NVIDIA Twitter Account (https://twitter.com/nvidia)
NVIDIA Corporate Blog (http://blogs.nvidia.com)
NVIDIA Facebook Page (https://www.facebook.com/nvidia)
NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)
NVIDIA Instagram Page (https://www.instagram.com/nvidia)
In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).
The information we post through these social media channels may be deemed material. Accordingly, investors should
monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls
and webcasts. This list may be updated from time to time. The information we post through these channels is not a part
of this Annual Report on Form 10-K. These channels may be updated from time to time on NVIDIA's investor relations
website.
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements which are based on our management's beliefs and
assumptions and on information currently available to our management. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time
frames or achievements to be materially different from any future results, performance, time frames or achievements
expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in
this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Given these risks, uncertainties and other
factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements
represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K
completely and with the understanding that our actual future results may be materially different from what we expect. We
hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no
obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if new information becomes available in the future.
All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the filing date of this Annual Report on Form 10-K, and while we
believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and
our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon
these statements.
© 2023 NVIDIA Corporation. All rights reserved.
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PART I
ITEM 1. BUSINESS
Our Company
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original
focus on PC graphics, we have expanded to several other large and important computationally intensive fields. Fueled by
the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU
architecture to create platforms for scientific computing, artificial intelligence, or AI, data science, autonomous vehicles,
or AV, robotics, metaverse and 3D internet applications.
The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it
also simulates human intelligence, enabling a deeper understanding of the physical world. Its parallel processing
capabilities, supported by thousands of computing cores, are essential to running deep learning algorithms. This form of
AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, robots and
self-driving cars that can perceive and understand the world. GPU-powered deep learning is being adopted by thousands
of enterprises to deliver services and products that would have been immensely difficult with traditional coding. Some of
the most recent applications of GPU-powered deep learning include recommendation systems, which are AI algorithms
trained to understand the preferences, previous decisions, and characteristics of people and products using data
gathered about their interactions, large language models, which can recognize, summarize, translate, predict and
generate text and other content based on knowledge gained from massive datasets, and generative AI, which uses
algorithms that create new content, including audio, code, images, text, simulations, and videos, based on the data they
have been trained on.
NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, and services to
create unique value for the markets we serve. While the computing requirements of these end markets are diverse, we
address them with a unified underlying architecture leveraging our GPUs and software stacks. The programmable nature
of our architecture allows us to support several multi-billion-dollar end markets with the same underlying technology by
using a variety of software stacks developed either internally or by third-party developers and partners. The large and
growing number of developers across our platforms strengthens our ecosystem and increases the value of our platform
to our customers.
Innovation is at our core. We have invested over $37 billion in research and development since our inception, yielding
inventions that are essential to modern computing. Our invention of the GPU in 1999 defined modern computer graphics
and established NVIDIA as the leader in computer graphics. With our introduction of the CUDA programming model in
2006, we opened the parallel processing capabilities of our GPU for general purpose computing. This approach
significantly accelerates the most demanding high-performance computing, or HPC, applications in fields such as
aerospace, bio-science research, mechanical and fluid simulations, and energy exploration. Today, our GPUs and
networking accelerate many of the fastest supercomputers across the world. In addition, the massively parallel compute
architecture of our GPUs and associated software are well suited for deep learning and machine learning, powering the
era of AI. While traditional CPU-based approaches no longer deliver advances on the pace described by Moore’s Law,
NVIDIA accelerated computing delivers performance improvements on a pace ahead of Moore’s Law, giving the industry a
path forward.
Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. GPUs also help underpin the
world’s fastest growing spectator sport, eSports, which attracts hundreds of millions of viewers to watch top-quality live
video gaming. In addition to serving the growing number of gamers, the market for gaming GPUs is expanding because of
the burgeoning population of live streamers, broadcasters, artists and creators.
Researchers and developers use our GPUs to accelerate a wide range of important applications, from simulating
molecular dynamics to climate forecasting. With support for more than 2,800 applications - including 23 of the top 25
HPC applications - NVIDIA GPUs enable some of the most promising areas of discovery, from climate prediction to
materials science and from wind tunnel simulation to genomics. Including GPUs and networking, NVIDIA powers over 70%
of the supercomputers on the global TOP500 list, including 23 of the top 30 systems on the Green500 list.
The world’s leading cloud service providers, or CSPs, and consumer internet companies use our GPUs and broader data
center-scale accelerated computing platforms to enable, accelerate or enrich the services they deliver to billions of end-
users, including search, recommendations, social networking, online shopping, live video, translation, AI assistants,
navigation, and cloud computing.
A rapidly growing number of enterprises and startups across a broad range of industries use our GPUs and software to
bring automation to the products and services they build. The transportation industry is turning to our platforms for
autonomous driving; the healthcare industry is leveraging them for enhanced medical imaging and acceleration of drug
discovery; and the financial services industry is using them for fraud detection.
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Professional designers use our GPUs and software to create visual effects in movies and to design buildings and products
ranging from cell phones to commercial aircraft.
Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in
Delaware in April 1998.
Termination of the Arm Share Purchase Agreement
In February 2022, NVIDIA and SoftBank Group Corp., or SoftBank, announced the termination of the Share Purchase
Agreement whereby NVIDIA would have acquired Arm Limited, or Arm, from SoftBank. The parties agreed to terminate
because of significant regulatory challenges preventing the completion of the transaction. We recorded an acquisition
termination cost of $1.35 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.
Our Businesses
We report our business results in two segments.
The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive
AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing
platforms; Jetson for robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and
cryptocurrency mining processors, or CMP.
The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and
related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics;
virtual GPU, or vGPU, software for cloud-based visual and virtual computing; automotive platforms for infotainment
systems; and Omniverse Enterprise software for building and operating metaverse and 3D internet applications.
Our Markets
We specialize in markets in which our computing platforms can provide tremendous acceleration for applications. These
platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our
platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and
Automotive.
Data Center
The NVIDIA computing platform is focused on accelerating the most compute-intensive workloads, such as AI, data
analytics, graphics and scientific computing, across hyperscale, cloud, enterprise, public sector, and edge data centers.
The platform consists of our energy efficient GPUs, data processing units, or DPUs, interconnects and systems, our CUDA
programming model, and a growing body of software libraries, software development kits, or SDKs, application
frameworks and services, which are either available as part of the platform or packaged and sold separately.
For both AI and HPC applications, the NVIDIA accelerated computing platform greatly increases computer and data
center performance and power efficiency relative to conventional CPU-only approaches. In the field of AI, NVIDIA’s
platform accelerates both deep learning and machine learning workloads. Deep learning is a computer science approach
where neural networks are trained to recognize patterns from massive amounts of data in the form of images, sounds
and text - in some instances better than humans - and in turn provide predictions in production use cases. Machine
learning is a related approach that leverages algorithms as well as data to learn how to make determinations or
predictions. HPC, which includes scientific computing, uses numerical computational approaches to solve large and
complex problems.
We are engaged with thousands of organizations working on AI in a multitude of industries, from automating tasks such
as consumer product and service recommendations, to chatbots for the automation of or assistance with live customer
interactions, to enabling fraud detection in financial services, to optimizing oil exploration and drilling. These organizations
include the world’s leading consumer internet and cloud services companies, enterprises and startups seeking to
implement AI in transformative ways across multiple industries. We partner with industry leaders to help transform their
applications or their computing platforms. We also have partnerships in transportation, retail, healthcare, and
manufacturing, among others, to accelerate the adoption of AI.
At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as
the training and inferencing of neural networks. They are available in industry standard servers from every major
computer maker and CSP, as well as in our DGX AI supercomputer, a purpose-built system for deep learning and GPU
accelerated applications. To facilitate customer adoption, we have also built other ready-to-use system reference designs
around our GPUs, including HGX for hyperscale and supercomputing data centers, EGX for enterprise and edge
computing, IGX for high-precision edge AI, and AGX for autonomous machines.
In fiscal year 2023, we introduced the Hopper architecture of data center GPUs, and started shipping the first Hopper-
based GPU – the flagship H100. Hopper includes a Transformer Engine, designed to accelerate the training of AI
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transformer models by an order of magnitude over the prior generation. H100 is ideal for accelerating applications such
as large language models, deep recommender systems, genomics and complex digital twins.
NVIDIA will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples
of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and
customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in
their data centers.
Our networking solutions include InfiniBand and Ethernet network adapters and switches, related software, and cables.
This has enabled us to architect end-to-end data center-scale computing platforms that can interconnect thousands of
compute nodes with high-performance networking. While historically the server was the unit of computing, as AI and HPC
workloads have become extremely large spanning thousands of compute nodes, the data center has become the new unit
of computing, with networking as an integral part.
Beyond GPUs, NVIDIA has expanded its data center processor portfolio to include DPUs, currently shipping in the market,
and CPUs with samples planned to ship in the first half of fiscal year 2024. The NVIDIA Bluefield DPU is supported by
foundational data-center-infrastructure-on-a-chip software, or DOCA, that lets developers build software-defined,
hardware-accelerated networking, security, storage and management applications for BlueField DPUs. Partners
supporting Bluefield include many of the top security, storage and networking companies. We can optimize across the
entire computing, networking and storage stack to deliver data center-scale computing solutions. The Grace CPU is
designed for AI infrastructure and high-performance computing, providing the highest performance and twice the
memory bandwidth and energy-efficiency compared to today’s leading server chips.
While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of
software, including the CUDA parallel programming model, the CUDA-X collection of application acceleration libraries,
Application Programming Interfaces, or APIs, SDKs and tools, and domain-specific application frameworks. We also offer
the NVIDIA GPU Cloud registry, or NGC, a comprehensive catalog of easy-to-use, optimized software stacks across a
range of domains including scientific computing, deep learning, and machine learning. With NGC, AI developers,
researchers and data scientists can get started with the development of AI and HPC applications and deploy them on
DGX systems, NVIDIA-Certified systems from our partners, or with NVIDIA’s cloud partners.
In addition to software that is delivered to customers as an integral part of our data center computing platform, we offer
paid licenses to NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software; and NVIDIA vGPU software
for graphics-rich virtual desktops and workstations.
Gaming
Gaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel
computer gaming’s growth, including new high production value games and franchises, the continued rise of competitive
gaming or eSports, social connectivity and the increasing popularity of game streamers, modders, or gamers who create
game modifications, and creators.
Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother,
higher quality graphics. We developed NVIDIA RTX to bring next generation graphics and AI to games. NVIDIA RTX
features ray tracing technology for real-time, cinematic-quality rendering. Ray tracing, which has long been used for
special effects in the movie industry, is a computationally intensive technique that simulates the physical behavior of light
to achieve greater realism in computer-generated scenes. NVIDIA RTX also features deep learning super sampling, or
NVIDIA DLSS, our AI technology that boosts frame rates while generating beautiful, sharp images for games.
Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for gaming desktop and laptop PCs,
GeForce NOW cloud gaming for playing PC games on underpowered devices, SHIELD for high quality streaming on TV, as
well as system-on-chips (SOCs) and development services for game consoles.
In fiscal year 2023, we introduced the GeForce RTX 40 Series of gaming GPUs, based on the Ada Lovelace architecture.
The 40 Series features our third generation RTX technology, third generation NVIDIA DLSS, and fourth generation Tensor
Cores to deliver up to 4X the performance of the previous generation.
Professional Visualization
We serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to
optimize their offerings for NVIDIA GPUs. Our GPU computing platform enhances productivity and introduces new
capabilities for critical workflows in many fields, such as design and manufacturing and digital content creation. Design
and manufacturing encompass computer-aided design, architectural design, consumer-products manufacturing, medical
instrumentation, and aerospace. Digital content creation includes professional video editing and post-production, special
effects for films, and broadcast-television graphics.
The NVIDIA RTX platform makes it possible to render film-quality, photorealistic objects and environments with physically
accurate shadows, reflections and refractions using ray tracing in real-time. Many leading 3D design and content creation
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applications developed by our ecosystem partners now support RTX, allowing professionals to accelerate and transform
their workflows with NVIDIA RTX GPUs and software.
Digital images used in product design need to mirror reality. This requires simulating the physical behavior of light and
materials, or physically-based rendering. NVIDIA Omniverse is a virtual world simulation and collaboration platform for 3D
workflows, such as building and operating metaverse and 3D internet applications, available as a software subscription
for enterprise use and free for individual use. Omniverse, virtual reality, or VR, and augmented reality, or AR, are being
incorporated in a growing number of enterprise applications. Virtual car showrooms, surgical training, architectural
walkthroughs, and bringing historical scenes to life all deploy these technologies, powered by our GPUs.
Automotive
NVIDIA’s Automotive market is comprised of AV, AI cockpit, electric vehicle computing platforms, and infotainment
platform solutions. Leveraging our technology leadership in AI and building on our long-standing automotive relationships,
we are delivering a complete end-to-end solution for the AV market under the DRIVE Hyperion brand. NVIDIA has
demonstrated multiple applications of AI within the car: AI can drive the car itself as a pilot in fully autonomous mode or it
can also be a co-pilot, assisting the human driver while creating a safer driving experience.
NVIDIA is working with several hundred partners in the automotive ecosystem including automakers, truck makers, tier-
one suppliers, sensor manufacturers, automotive research institutions, HD mapping companies, and startups to develop
and deploy AI systems for self-driving vehicles. Our unified AI computing architecture starts with training deep neural
networks using our GPUs, and then running a full perception, fusion, planning and control stack within the vehicle on the
NVIDIA DRIVE Hyperion platform. The DRIVE Hyperion platform consists of the high-performance, energy efficient DRIVE
AGX computing hardware, a reference sensor set that supports full self-driving capability as well as an open, modular
DRIVE Software platform. The DRIVE Software platform includes DRIVE Chauffeur for autonomous driving, mapping and
parking services, Drive Concierge for intelligent in-vehicle experiences, and real time conversational AI capability based on
NVIDIA Omniverse Avatar software.
In addition, we offer a scalable data center-based simulation solution, NVIDIA DRIVE Sim, based on NVIDIA Omniverse
software, for digital cockpit development, as well as for testing and validating a self-driving platform. NVIDIA's unique
end-to-end, software-defined approach is designed for continuous innovation and continuous development, enabling cars
to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle.
Business Strategies
NVIDIA’s key strategies that shape our overall business approach include:
Advancing the NVIDIA accelerated computing platform. NVIDIA’s accelerated computing platform can solve complex
problems in significantly less time and with lower power consumption than alternative computational approaches. Indeed,
it can help solve problems that were previously deemed unsolvable. We work to deliver continued performance leaps that
outpace Moore’s Law by leveraging innovation across the architecture, chip design, system, interconnect, and software
layers. This full-stack innovation approach allows us to deliver order-of-magnitude performance advantages relative to
legacy approaches in our target markets, which include Data Center, Gaming, Professional Visualization, and Automotive.
While the computing requirements of these end markets are diverse, we address them with a unified underlying
architecture leveraging our GPUs, CUDA and networking technologies as the fundamental building blocks. The
programmable nature of our architecture allows us to make leveraged investments in research and development: we can
support several multi-billion-dollar end markets with shared underlying technology by using a variety of software stacks
developed either internally or by third-party developers and partners. We utilize this platform approach in each of our
target markets.
Extending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing
platform for deep learning and machine learning, addressing both training and inferencing. This includes GPUs,
interconnects, systems, our CUDA programming language, algorithms, libraries, and other software. GPUs are uniquely
suited to AI, and we will continue to add AI-specific features to our GPU architecture to further extend our leadership
position. Our AI technology leadership is reinforced by our large and expanding ecosystem in a virtuous cycle. Our GPU
platforms are available from virtually every major server maker and CSP, as well as on our own AI supercomputer. There
are 3.8 million developers worldwide using CUDA and our other software tools to help deploy our technology in our target
markets. We evangelize AI through partnerships with hundreds of universities and over 13,000 startups through our
Inception program. Additionally, our Deep Learning Institute provides instruction on the latest techniques on how to
design, train, and deploy neural networks in applications using our accelerated computing platform.
Extending our technology and platform leadership in computer graphics. We believe that computer graphics is
fundamental to the continued expansion and evolution of computing. We apply our research and development resources
to enhance the user experience for consumer entertainment and professional visualization applications, and create new
virtual world and simulation capabilities. Our technologies are instrumental in driving gaming forward, as developers
leverage our libraries and algorithms to deliver an optimized gaming experience on our GeForce platform. Our computer
graphics platforms leverage not only our industry-leading GeForce and NVIDIA RTX GPUs, but also optimized software
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stacks. For example, GeForce Experience enhances each gamer’s experience by optimizing their PC’s settings, as well as
enabling the recording and sharing of gameplay. Our Studio drivers enhance and accelerate a number of popular creative
applications. Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists,
designers and creators to connect and collaborate in leading design applications. We also enable interactive graphics
applications - such as games, movie and photo editing and design software - to be accessed by almost any device, almost
anywhere, through our cloud platforms such as vGPU for enterprise and GeForce NOW for gaming.
Advancing the leading autonomous vehicle platform. We believe the advent of AV will soon revolutionize the
transportation industry. In our view, AI is the key technology enabler of this opportunity, as the algorithms required for
autonomous driving - such as perception, localization, and planning - are too complex for legacy hand-coded approaches
and will use multiple trained neural networks instead. Therefore, we provide a full functionally safe AI-based hardware and
software solution for the AV market under the DRIVE brand, which we are bringing to market through our partnerships
with automotive original equipment manufacturers, or OEMs, tier-1 suppliers, and start-ups. Our AV solution also includes
the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-
simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and
end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to
autonomous driving.
Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers
and partners through license and development agreements when they desire to build such capabilities directly into their
own products, or have us do so through a custom development. Such license and development arrangements can further
enhance the reach of our technology.
Sales and Marketing
Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-
performance and efficient computing platforms and software. Our sales and marketing teams, located across our global
markets, work closely with end customers and various industry ecosystems through our partner network. Our partner
network incorporates each industry's respective OEMs, original device manufacturers, or ODMs, system builders, add-in
board manufacturers, or AIBs, retailers/distributors, ISVs, internet and CSPs, automotive manufacturers and tier-1
automotive suppliers, mapping companies, start-ups, and other ecosystem participants.
Members of our sales team have technical expertise and product and industry knowledge. We also employ a team of
application engineers and solution architects to assist our partner network in designing, testing, and qualifying system
designs that incorporate our platforms. We believe that the depth and quality of our design support are key to improving
our partner network’s time-to-market, maintaining a high level of customer satisfaction, and fostering relationships that
encourage our end customers and partner network to use the next generation of our products within each platform.
To encourage the development of applications optimized for our platforms and software, we seek to establish and
maintain strong relationships in the software development community. Engineering and marketing personnel engage
with key software developers to promote and discuss our platforms, as well as to ascertain individual product
requirements and solve technical problems. Our developer program makes our products available to developers prior to
launch in order to encourage the development of AI frameworks, SDKs, and APIs for software applications and game
titles that are optimized for our platforms. Our Deep Learning Institute provides in-person and online training for
developers in industries and organizations around the world to build AI and accelerated computing applications that
leverage our platforms.
As NVIDIA’s business has evolved from a focus primarily on gaming products to broader markets, and from chips to
platforms, systems and software, so, too, have our avenues to market. Thus, in addition to sales to customers in our
partner network, certain of our products are also sold direct to CSPs, enterprise customers, retail channels and
consumers.
Seasonality
Our computing platforms serve a diverse set of markets such as consumer gaming, enterprise and cloud data centers,
professional workstations, and automotive. Our consumer products typically see stronger revenue in the second half of
our fiscal year. In addition, based on the production schedules of key customers, some of our products for notebooks and
game consoles typically generate stronger revenue in the second and third quarters, and weaker revenue in the fourth
and first quarters. In fiscal year 2023, our supply exceeded our demand in several areas, and our revenue did not follow
historical seasonal patterns. Historical seasonality trends may not repeat.
Manufacturing
We do not manufacture semiconductors used for our products. Instead, we utilize a fabless manufacturing strategy,
whereby we employ key suppliers for all phases of the manufacturing process, including wafer fabrication, assembly,
testing, and packaging. This strategy uses the expertise of industry-leading suppliers that are certified by the
International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance,
reliability, and testing. Additionally, we can avoid many of the significant costs and risks associated with owning and
8
operating manufacturing operations. While we may directly procure certain raw materials used in the production of our
products, such as memory, substrates and a variety of components, our suppliers are responsible for procurement of
most of the raw materials used in the production of our products. As a result, we can focus our resources on product
design, additional quality assurance, marketing, and customer support. We have placed non-cancellable inventory orders
for certain product components in advance of our historical lead times, paid premiums and provided deposits to secure
future supply and capacity and may need to continue to do so in the future.
We have expanded our supplier relationships to build redundancy and resilience in our operations. We utilize suppliers,
such as Taiwan Semiconductor Manufacturing Company Limited and Samsung Electronics Co. Ltd, to produce our
semiconductor wafers. We then utilize independent subcontractors and contract manufacturers, such as Amkor
Technology, BYD Auto Co. Ltd., or BYD Auto, Hon Hai Precision Industry Co., or Hon Hai, King Yuan Electronics Co., Ltd.,
Omni Logistics, LLC, Siliconware Precision Industries Company Ltd., and Wistron Corporation to perform assembly,
testing, and packaging of most of our products and platforms. We use contract manufacturers such as Flex Ltd., Jabil
Inc., and Universal Scientific Industrial Co., Ltd., to manufacture our standard and custom adapter card products and
switch systems, and Fabrinet to manufacture our networking cables. We purchase substrates from Ibiden Co. Ltd., Kinsus
Interconnect Technology Corporation, and Unimicron Technology Corporation, and memory from Micron Technology,
Samsung Semiconductor, Inc., or Samsung, and SK Hynix. We often consign key components or materials such as the
GPU, SoC, memory, and integrated circuit to the contract manufacturers.
We typically receive semiconductor products from our subcontractors, perform incoming quality assurance and
configuration using test equipment purchased from industry-leading suppliers such as Advantest America Inc. and
Chroma ATE Inc., and then ship the semiconductors to contract manufacturers, such as BYD Auto and Hon Hai,
distributors, motherboard and add-in card, or AIC, customers from our third-party warehouses in Hong Kong, Israel, and
the United States. Generally, these manufacturers assemble and test the boards based on our design kit and test
specifications, and then ship our products to retailers, system builders, or OEMs as motherboard and AIC solutions.
Competition
The market for our products is intensely competitive and is characterized by rapid technological change and evolving
industry standards. We believe that the principal competitive factors in this market are performance, breadth of product
offerings, access to customers and partners and distribution channels, software support, conformity to industry
standard APIs, manufacturing capabilities, processor pricing, and total system costs. We believe that our ability to remain
competitive will depend on how well we are able to anticipate the features and functions that customers and partners will
demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality and at
competitive prices. We expect competition to increase from both existing competitors and new market entrants with
products that may be lower priced than ours or may provide better performance or additional features not provided by
our products. In addition, it is possible that new competitors or alliances among competitors could emerge and acquire
significant market share.
A significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs,
embedded SoCs, and other accelerated, AI computing processor products, and providers of semiconductor-based high-
performance interconnect products based on InfiniBand, Ethernet, Fibre Channel and proprietary technologies. Some of
our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be
more able to adapt to customer or technological changes. We expect an increasingly competitive environment in the
future.
Our current competitors include:
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suppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other
accelerated computing solutions, including solutions offered for AI, such as Advanced Micro Devices, Inc., or
AMD, and Intel Corporation, or Intel;
large cloud services companies with internal teams designing chips and software that incorporate accelerated or
AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc.,
Amazon, Inc., and Baidu, Inc.;
suppliers of Arm-based CPUs and companies that incorporate CPUs as part of their internal solutions or
platforms;
suppliers of SoC products that are used in servers or embedded into automobiles, autonomous machines, and
gaming devices, such as Ambarella, Inc., AMD, Broadcom Inc., or Broadcom, Intel, Qualcomm Incorporated,
Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC products for
internal use, such as Tesla, Inc.; and
suppliers of interconnect, switch cable solutions, and DPUs such as AMD, Applied Optoelectronics, Inc., Arista
Networks, Broadcom, Cisco Systems, Inc., or Cisco, Hewlett Packard Enterprise Company, Intel, Juniper
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Networks, Inc., Lumentum Holdings, and Marvell Technology Group, as well as internal teams of system vendors
and large cloud services companies.
Patents and Proprietary Rights
We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure
agreements, and licensing arrangements to protect our IP in the United States and internationally. Our currently issued
patents have expiration dates from March 2023 to June 2045. We have numerous patents issued, allowed, and pending in
the United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to our
products and the technology used in connection with our products. We also rely on international treaties, organizations,
and foreign laws to protect our IP. The laws of certain foreign countries in which our products are or may be
manufactured or sold, including various countries in Asia, may not protect our products or IP rights to the same extent as
the laws of the United States. This decreased protection makes the possibility of piracy of our technology and products
more likely. We continuously assess whether and where to seek formal protection for particular innovations and
technologies based on such factors as:
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the location in which our products are manufactured;
our strategic technology or product directions in different countries;
the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and
the commercial significance of our operations and our competitors' operations in particular countries and
regions.
We have licensed technology from third parties and expect to continue to enter into such license agreements.
Government Regulations
Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of
foreign governments.
During the third quarter of fiscal year 2023, the U.S. government announced new license requirements that impact
certain exports to China (including Hong Kong and Macau) and Russia of some of our data center products. The impact of
the new license requirements is difficult to quantify, and it may be challenging for us to manage our operations and
forecast our operating results due to these requirements. Refer to “Item 1A. Risk Factors- Risks Related to Regulatory,
Legal, Our Stock and Other Matters” for a discussion of this potential impact.
Additionally, our acquisitions may be subject to government regulatory reviews, and the cost to comply with such
regulations or costs incurred where regulatory challenges prevent the completion of an acquisition could have a material
impact on our business. In February 2022, we announced the termination of the Share Purchase Agreement by which we
would have acquired Arm due to significant regulatory challenges preventing the completion of the transaction. We
recorded an acquisition termination cost of $1.35 billion in fiscal year 2023 reflecting the write-off of the prepayment
provided at signing.
Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures,
results of operations, or competitive position and we do not currently anticipate material capital expenditures for
environmental control facilities. Compliance with existing or future governmental regulations, including, but not limited
to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption,
business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements,
competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety
requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could increase our costs,
impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition
and results of operations in subsequent periods. Refer to “Item 1A. Risk Factors” for a discussion of these potential
impacts.
Environmental, Social and Corporate Governance
NVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound
environmental, social and corporate governance, or ESG, principles and practices into every aspect of the Company. The
Nominating and Corporate Governance Committee of our Board of Directors is responsible for reviewing and discussing
with management our practices related to ESG. We assess our programs annually in consideration of stakeholder
expectations, market trends, and business risks and opportunities. These issues are important for our continued business
success and reflect the topics of highest concern to NVIDIA and our stakeholders.
The following section and the Human Capital Management Section below provide an overview of our principles and
practices. More information can be found on the Corporate Responsibility section of our website and in our annual
Corporate Responsibility Report, or CR Report. Information contained on our website or in our annual CR Report is not
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incorporated by reference into this or any other report we file with the Securities and Exchange Commission, or the SEC.
Refer to “Item 1A. Risk Factors” for a discussion of risks and uncertainties we face related to ESG.
Climate Change
In the area of sustainability, we address our climate impacts across our product lifecycle and assess risks, including
current and emerging regulations and market impacts.
In our CR Report published in July 2022, we published metrics related to our environmental impact for fiscal year 2022.
Fiscal year 2023 metrics are expected to be published in the first half of fiscal year 2024. There has been no material
impact to our capital expenditures, results of operations or competitive position associated with global sustainability
regulations, compliance, or costs from sourcing renewable energy. By the end of fiscal year 2025, our goal is to purchase
or generate enough renewable energy to match 100% of our global electricity usage for our offices and data centers.
Whether it is creation of technology to power next-generation laptops or designs to support high-performance
supercomputers, improving energy efficiency is important in our research, development, and design processes. GPUs are
inherently more energy efficient than other forms of computing because they are optimized for throughput, performance
per watt, and certain AI workloads. The energy efficiency of our products is evidenced by our continued strong presence
on the Green500 list of the most energy-efficient systems. We powered 23 of the top 30 most energy efficient systems,
including the top supercomputer, on the November 2022 Green500 list.
We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms. Earth-2 will enable
scientists, companies, and policy makers to do ultra-high-resolution predictions of the impact of climate change and
explore mitigation and adaptation strategies.
Human Capital Management
We believe that our employees are our greatest assets, and they play a key role in creating long-term value for our
stakeholders. As of the end of fiscal year 2023, we had 26,196 employees in 35 countries, 19,532 were engaged in
research and development and 6,664 were engaged in sales, marketing, operations, and administrative positions.
To be competitive and execute our business strategy successfully, we must recruit, develop, and retain talented
employees, including qualified executives, scientists, engineers, and technical and non-technical staff.
Recruitment
As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have
been successful in attracting top talent to NVIDIA. We have attracted strong talent globally with our differentiated hiring
strategies for university, professional, executive and diverse recruits. The COVID-19 pandemic created expanded hiring
opportunities in new geographies and provided increased flexibility for employees to work from locations of their choice.
Our workforce is about 80% technical and about 50% hold advanced degrees.
Earlier in fiscal year 2023, we slowed our hiring to focus on our current employees and manage costs. We maintain a
connection for global talent from universities through on-campus collaborations with professors and student
organizations, as well as engagement with technical organizations and participation at industry conferences. Our own
employees help to surface top talent, with over 37% of our new hires in fiscal year 2023 coming from employee referrals.
Development and Retention
To support employee development, we provide opportunities to learn on-the-job through training programs, one on one
coaching and ongoing feedback. We have a library of live and on-demand learning experiences that include workshops,
panel discussions, and speaker forums. We curate learning paths focused on our most common development needs and
constantly upgrade our offerings to ensure that our employees are exposed to the most current programs and
technologies available. We offer tuition reimbursement programs to subsidize educational programs and advanced
certifications. We encourage internal mobility through career coaching that advises employees on developmental
activities and internal transfer opportunities. We have implemented specifically designed mentoring and development
programs for women and employees from traditionally underrepresented groups to ensure widespread readiness for
future advancement.
To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party
platform. Pulse surveys help us gain insight into employee experience and provide ideas so that we can prioritize areas to
take action. The suggestion box is an always-on, interactive tool where employees share their thoughts about making our
company a better place to work. The anonymous third-party platform is designed to protect the identity of the reporter
and provide a mechanism for reporters to follow an investigation and receive responses.
We want NVIDIA to be a place where people can build their careers over their lifetime. Our employees tend to come and
stay. In fiscal year 2023, our overall turnover rate was 5.3%.
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Compensation, Benefits, and Well-Being
Our compensation program rewards performance and is structured to encourage employees to invest in the Company’s
future. Employees receive equity, except where unavailable due to local regulations, that is tied to the value of our stock
price and vests over time to retain employees while simultaneously aligning their interests with those of our shareholders.
We offer comprehensive benefits to support our employees’ and their families’ physical health, well-being and financial
health, including 401(k) programs in the U.S., statutory pension programs outside the U.S., our employee stock purchase
program, flexible work hours and time off, and programs to address mental health, stress, and time-management
challenges. We evaluate our benefit offerings globally and aim to provide comparable support across the regions where
we operate. We are committed to providing tailored benefits based on community needs, including assistance for military
members, additional mental health benefits, and support for new birth parents, and those who wish to become parents.
Diversity and Inclusion
We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all
employees.
When recruiting for new talent or managing current talent, we focus on recruiting, developing, and retaining a more
diverse workforce with a focus on those historically underrepresented in the technology field, including women, Black/
African American, and Hispanic/Latino candidates.
To this end, we have been:
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Partnering with institutions and professional organizations serving historically underrepresented communities;
Assigning dedicated recruiting teams to shepherd underrepresented candidates through the interview process;
Embedding inclusion recruiting partners throughout the business to help align candidates with internal
opportunities;
Supporting the development of women employees through programs aimed at building a pipeline of future
leaders;
Providing peer support and executive sponsors for nine internal community resource groups;
Providing training and education to managers and peers on fostering supportive environments and recruiting for
diversity;
Ensuring we have and review a diverse pool of candidates for requisitions; and
• Measuring year over year progress and providing leadership visibility on diversity efforts.
As of the end of fiscal year 2023, our global workforce was 80% male, 19% female, and 1% not declared, with 6% of our
workforce in the United States composed of Black or African American and Hispanic or Latino employees.
Health and COVID-19
We supported our people and their families in making their health and safety a top priority during fiscal year 2023 and
throughout the COVID-19 pandemic to keep our workforce safe.
Hybrid Working Environment
We support a hybrid work environment, understanding that many employees want the flexibility to work in the office or
from home, and make that decision based on the conditions around them at any point in time.
Steps we took to support employees working from home include:
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Home-focused health and well-being programs;
Learning and development resources on how to work, lead and manage remotely; and
Opportunities for employees to socially connect with one another virtually.
During fiscal year 2024, we will continue a flexible work environment and have instituted Company-wide “rest days” for
employees to recharge.
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Information About Our Executive Officers
The following sets forth certain information regarding our executive officers, their ages and positions as of February 17,
2023:
Name
Jen-Hsun Huang
Colette M. Kress
Ajay K. Puri
Debora Shoquist
Timothy S. Teter
Age
60
55
68
68
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Position
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President, Worldwide Field Operations
Executive Vice President, Operations
Executive Vice President and General Counsel
Jen-Hsun Huang co-founded NVIDIA in 1993 and has served as our President, Chief Executive Officer and a member of
the Board of Directors since our inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic Corporation, a
computer chip manufacturer, where he held a variety of positions including as Director of Coreware, the business unit
responsible for LSI's SOC. From 1983 to 1985, Mr. Huang was a microprocessor designer for AMD, a semiconductor
company. Mr. Huang holds a B.S.E.E. degree from Oregon State University and an M.S.E.E. degree from Stanford
University.
Colette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress
most recently served as Senior Vice President and Chief Financial Officer of the Business Technology and Operations
Finance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was
responsible for financial strategy, planning, reporting and business development for all business segments, engineering
and operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft Corporation, or Microsoft, a
software company, including, beginning in 2006, Chief Financial Officer of the Server and Tools division, where Ms. Kress
was responsible for financial strategy, planning, reporting and business development for the division. Prior to joining
Microsoft, Ms. Kress spent eight years at Texas Instruments Incorporated, a semiconductor company, where she held a
variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an M.B.A. degree from
Southern Methodist University.
Ajay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President,
Worldwide Field Operations in 2009. Prior to NVIDIA, he held positions in sales, marketing, and general management over
a 22-year career at Sun Microsystems, Inc., a computing systems company. Mr. Puri previously held marketing,
management consulting, and product development positions at Hewlett-Packard Company, an information technology
company, Booz Allen Hamilton Inc., a management and technology consulting company, and Texas Instruments
Incorporated. Mr. Puri holds a B.S.E.E. degree from the University of Minnesota, an M.S.E.E. degree from the California
Institute of Technology and an M.B.A. degree from Harvard Business School.
Debora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice
President of Operations. Prior to NVIDIA, Ms. Shoquist served from 2004 to 2007 as Executive Vice President of
Operations at JDS Uniphase Corp., a provider of communications test and measurement solutions and optical products
for the telecommunications industry. She served from 2002 to 2004 as Senior Vice President and General Manager of the
Electro-Optics business at Coherent, Inc., a manufacturer of commercial and scientific laser equipment. Previously, she
worked at Quantum Corp., a data protection company, as President of the Personal Computer Hard Disk Drive Division,
and at Hewlett-Packard Corp. Ms. Shoquist holds a B.S. degree in Electrical Engineering from Kansas State University and
a B.S. degree in Biology from Santa Clara University.
Timothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive
Vice President, General Counsel and Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades
at the law firm of Cooley LLP, where he focused on litigating patent and technology related matters. Prior to attending
law school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr. Teter holds a
B.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law
School.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable,
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, or the Exchange Act, are available free of charge on or through our website, http://www.nvidia.com, as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission, or the SEC. The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC. Our web site and the information on it or
connected to it are not a part of this Annual Report on Form 10-K.
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ITEM 1A. RISK FACTORS
In evaluating NVIDIA, the following risk factors should be considered in addition to the other information in this Annual Report
on Form 10-K. Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks
described below. Any one of the following risks could harm our business, financial condition, results of operations or
reputation, which could cause our stock price to decline, and you may lose all or a part of your investment. Additional risks,
trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business,
financial condition, results of operations or reputation.
Risk Factors Summary
Risks Related to Our Industry and Markets
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Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.
Competition in our current and target markets could cause us to lose market share and revenue.
Risks Related to Demand, Supply and Manufacturing
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Failure to estimate customer demand properly has led and could lead to mismatches between supply and
demand.
Dependency on third-party suppliers and their technology reduces our control over product quantity and quality,
manufacturing yields, development, enhancement, and product delivery schedules and could harm our business.
Defects in our products have caused and could cause us to incur significant expenses to remediate and can
damage our business.
Risks Related to Our Global Operating Business
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Adverse economic conditions may harm our business.
International operations are a significant part of our business, and economic, political, business, and other
changes in the regions in which we operate may expose us to risks that could harm our business.
Product, system security, and data breaches and cyber-attacks could disrupt our operations and adversely affect
our financial condition, stock price and reputation.
Business disruptions could harm our operations and financial results.
Climate change may have a long-term impact on our business.
• We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully
integrate acquisition targets.
•
A significant amount of our revenue stems from a limited number of customers and could be adversely affected
if we lose or are prevented from selling to any of these customers.
• We may be unable to attract, retain and motivate our executives and key employees.
• Modification or interruption of our business processes and information systems may disrupt our business,
processes and internal controls.
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The COVID-19 pandemic has affected and could continue to have a material adverse impact on our financial
condition and results of operations.
Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are
below the expectations of securities analysts or investors, our stock price could decline.
Risks Related to Regulatory, Legal, Our Stock and Other Matters
• We are subject to complex laws, rules and regulations, and political and other actions, which may adversely
impact our business.
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Increased scrutiny from shareholders, regulators, and others regarding our environmental, social and governance
responsibilities could result in financial, reputational and operational harm.
Issues relating to the responsible use of our technologies, including AI, may result in reputational and financial
harm and liability.
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•
Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are
unsuccessful or if we are prohibited from making or selling our products.
• We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations.
Privacy or security concerns relating to our products and services could damage our reputation, deter customers,
or result in legal or regulatory proceedings and liability.
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Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates and
other tax-related factors.
Our business is exposed to the risks associated with litigation, investigations and regulatory proceedings.
Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us
from implementing our strategy or fulfilling our contractual obligations.
Delaware law, provisions in our governing documents, and our agreement with Microsoft could delay or prevent a
change in control.
Risk Factors
Risks Related to Our Industry and Markets
Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.
Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive
products, and industry standards.
Our success depends on our ability to:
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timely identify industry changes, adapt our strategies, and develop new or enhance existing products and
technologies that meet the evolving needs of these markets, including due to unexpected changes in industry
standards or disruptive technological innovation that could render our products incompatible with products
developed by other companies;
develop new products and technologies through investments in research and development;
launch new offerings with new business models including standalone software, cloud solutions, and software-,
infrastructure-, or platform-as-a-service solutions;
expand the ecosystem for our products and technologies;
• meet evolving and prevailing customer and industry safety and compliance standards;
• manage product and software lifecycles to maintain customer and end user satisfaction;
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develop, acquire, and maintain the internal and external infrastructure needed to scale our business, including
our acquisitions integrations, customer support, e-commerce, IP licensing capabilities and cloud service capacity;
and
complete technical, financial, compliance, sales and marketing investments for some of the above activities.
We invest in research and development in markets where we have a limited operating history, which may not produce
meaningful revenue for several years, if at all. If we fail to develop or monetize new products and technologies, or if they
do not become widely adopted, our financial results could be adversely affected. Obtaining design wins may involve a
lengthy process and depend on our ability to anticipate and provide features and functionality that customers will
demand. They also do not guarantee revenue. Failure to obtain a design win may prevent us from obtaining future design
wins in subsequent generations. We cannot ensure that the products and technologies we bring to market will provide
value to our customers and partners. If we fail any of these key success criteria, our financial results may be harmed.
We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of
these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and
customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in
their data centers, and we entered into multi-year cloud service agreements in the second half of fiscal year 2023 to
support these offerings and our research and development activities. NVIDIA AI cloud services may not be successful and
will take time, resources and investment. We also offer or plan to offer standalone software solutions for AI including
NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE for automotive, and several other software solutions. These new
business models or strategies may not be successful and we may fail to sell any meaningful standalone software or as-a-
service solutions. We may incur significant costs and may not achieve any significant revenue from these offerings.
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Competition in our current and target markets could cause us to lose market share and revenue.
Our target markets remain competitive, and competition may intensify with expanding and changing product and service
offerings, industry standards, customer needs, new entrants and consolidations. Our competitors’ products, services and
technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or provide better
functionality or features than ours, which has resulted and may in the future result in lower than expected selling prices
for our products. Some of our competitors operate their own fabrication facilities, have longer operating histories, larger
customer bases, more comprehensive IP portfolios and patent protections, new designs and more design wins, and
greater financial, sales, marketing and distribution resources than we do. These competitors may be able to acquire
market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets
and end user customer trends, more quickly transition their products, and secure sufficient foundry capacity and
packaging materials during a supply-constrained environment, which could harm our business. Some of our customers
have in-house expertise and internal development capabilities similar to some of ours and can use or develop their own
solutions to replace those we are providing. For example, others may offer cloud-based services that compete with our AI
cloud service offerings, and we may not be able to establish market share sufficient to achieve scale necessary to meet
our business objectives. If we are unable to successfully compete in this environment, demand for our products, services
and technologies could decrease, which would cause our revenue to decline.
Risks Related to Demand, Supply and Manufacturing
Failure to estimate customer demand properly has led and could lead to mismatches between supply and demand.
We use third parties to manufacture and assemble our products, and we have had and may in the future have long
manufacturing lead times. We are not provided guaranteed wafer, component and capacity supply, and our supply
deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are ultimately
inaccurate, as we have experienced from time to time, there could be a significant mismatch between supply and
demand. This mismatch has resulted in both product shortages and excess inventory, has varied across our market
platforms, and has significantly harmed our financial results.
We build finished products and maintain inventory in advance of anticipated demand. While we have in the past entered
and may in the future enter into long-term supply and capacity commitments, we may not be able to secure sufficient
commitments for capacity to address our business needs or our long-term demand expectations may change.
Additionally, our ability to sell certain products has been and could be impeded if components from third parties that are
necessary for the finished product are not available. In periods of shortages impacting the semiconductor industry and/or
limited supply or capacity in our supply chain, the lead times on our orders may be extended. We have previously
experienced extended lead times of more than 12 months. We have paid premiums and provided deposits to secure
future supply and capacity, which have increased our product costs and may continue to do so. We may not have the
ability to reduce our supply commitments at the same rate or at all if our revenue declines.
Demand for our products is based on many factors in addition to the lead times described above that have caused and/or
could in the future cause us to either underestimate or overestimate our customers’ future demand for our products, or
otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our
revenue, including:
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competing technologies and competitor product releases and announcements;
changes in business and economic conditions resulting in decreased end demand;
sudden or sustained government lockdowns or actions to control case spread of COVID-19 or other global or
local health issues;
rapidly changing technology or customer requirements;
time to market;
new product introductions and transitions resulting in less demand for existing products;
new or unexpected end use cases;
increase in demand for competitive products, including competitive actions;
business decisions made by third parties;
the demand for accelerated or AI-related cloud services, including our own software and AI cloud service
offerings;
the demand for cryptocurrency mining; or
government actions or changes in governmental policies, such as increased restrictions on gaming usage.
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Our supply, which includes inventory on hand, purchase obligations and prepaid supply agreements, has grown
significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand. At the
end of fiscal year 2023, purchase obligations and prepaid supply agreements represented more than half of our total
supply. We may incur inventory provisions if our inventory or supply commitments are misaligned with demand for our
products.
Our demand predictions may not be correct, as we have experienced from time to time. Product transitions are complex
and frequently negatively impact our revenue as we often ship both new and legacy architecture products simultaneously
and we and our channel partners prepare to ship and support new products. Our architecture transitions of Data Center,
Professional Visualization, and Gaming products may impair our ability to predict demand and impact our supply mix.
Qualification time for new products, customers anticipating product transitions and channel partners reducing channel
inventory of legacy architectures ahead of new product introductions can create reductions or volatility in our revenue.
We have experienced and may in the future experience reduced demand for current generation architectures when
customers anticipate transitions, and we may be unable to sell multiple product architectures at the same time for
current and future architecture transitions. While we have managed prior product transitions and have previously sold
multiple product architectures at the same time, these transitions are difficult and prior trends may not continue. If we
are unable to execute our architectural transitions as planned for any reason, our financial results may be negatively
impacted.
We sell most of our products through channel partners, who sell to distributors, retailers, and/or end customers. As a
result, the decisions made by our channel partners, distributors, retailers, and in response to changing market conditions
and changes in end user demand for our products have impacted and could in the future continue to impact our ability to
properly forecast demand, particularly as they are based on estimates provided by various downstream parties.
If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-
time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely
basis. Even if we are able to increase production levels to meet customer demand, we may not be able to do so in a cost-
effective or timely manner, or our contract manufacturers may experience supply constraints. If we fail to fulfill our
customers’ orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and
market share and our reputation could be harmed.
If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to
purchase from our competitors, we may not be able to reduce our inventory or other contractual purchase commitments.
In the past, we have experienced a reduction in average selling prices, including due to channel pricing programs that we
have implemented and may continue to implement, as a result of our overestimation of future demand, and we may need
to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’
increase in prices, and we may need to continue to do so for other products in the future. We have also written-down our
inventory, incurred cancellation penalties, and recorded impairments. These impacts were amplified by our placement of
non-cancellable and non-returnable purchasing terms, well in advance of our historical lead times and could be
exacerbated if we need to make changes to the design of future products. The risk of these impacts has increased as our
purchase obligations and prepaids have grown and become a greater portion of our total supply while our revenue has
sequentially declined. All of these factors may negatively impact our gross margins and financial results.
We build technology and products for use cases and applications that may be new or may not yet exist. Examples include
our Omniverse platform and third-party large language models and generative models. Our demand estimates for these
use cases and applications can be incorrect and create volatility in our revenue or supply levels, and we may not be able to
generate any revenue from these use cases and applications.
Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional
basis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or
other events, such as the COVID-19 pandemic. In addition, geopolitical tensions, such as those involving Taiwan and
China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and
assembly partners who are critical to our supply continuity, could have a material adverse impact on us.
The use of our GPUs for other than that for which they were designed and marketed, including new and unexpected use
cases, has impacted and can in the future impact demand for our products, including by leading to inconsistent spikes
and drops in demand. For example, a number of years ago, our Gaming GPUs began to be used for digital currency mining,
including blockchain-based platforms such as Ethereum. It is difficult for us to estimate with any reasonable degree of
precision, the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining,
on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes
in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards, and changes in
the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and
demand for our products and can further impact our ability to estimate demand for our products. Changes to
cryptocurrency standards and processes including, but not limited to, the recently implemented Ethereum 2.0 merge may
decrease the usage of GPUs for Ethereum mining as well as create increased aftermarket sales of our GPUs, which could
negatively impact retail prices for our GPUs and reduce demand for our new GPUs. We previously introduced Lite Hash
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Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and provided CMP products in an effort to address
demand from gamers and direct miners to CMP. With the Ethereum 2.0 merge, NVIDIA Ampere and Ada Lovelace
architectures no longer include LHR. In addition, our new products or previously sold products may be resold online or on
the unauthorized “gray market,” which also makes demand forecasting difficult. Gray market products and reseller
marketplaces compete with our new products and distribution channels.
Additionally, we depend on developers and other third parties to build accelerated computing applications that leverage
our platforms. We also rely on third-party content providers and publishers to make their content available on our
platforms such as GeForce NOW. Failure by developers to build applications that leverage our platforms, or failure by
third-party content providers or publishers to make their content available on reasonable terms or at all for use by our
customers or end users on our platforms, could adversely affect customer demand.
Dependency on third-party suppliers and their technology to manufacture, assemble, test, package or design our
products reduces our control over product quantity and quality, manufacturing yields, development, enhancement and
product delivery schedules and could harm our business.
We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques.
We do not assemble, test or package our products, but instead contract with independent subcontractors. We also rely
on third-party software development tools to assist us in the design, simulation and verification of new products or
product enhancements. The design requirements necessary to meet consumer demands for greater functionality from
our products may exceed the capabilities of available software development tools. We face several risks which have
adversely affected or could adversely affect our ability to meet customer demand and scale our supply chain, negatively
impact longer-term demand for our products and services, and adversely affect our business operations, gross margin,
revenue and/or financial results, including:
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lack of guaranteed supply of wafer, component and capacity or decommitment and potential higher wafer and
component prices, from incorrectly estimating demand and failing to place orders with our suppliers with
sufficient quantities or in a timely manner;
failure by our foundries or contract manufacturers to procure raw materials or to provide adequate levels of
manufacturing or test capacity for our products;
failure by our foundries to develop, obtain or successfully implement high quality process technologies, including
transitions to smaller geometry process technologies such as advanced process node technologies and memory
designs needed to manufacture our products;
limited number and geographic concentration of global suppliers, foundries, contract manufacturers, assembly
and test providers, and memory manufacturers;
loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or
subcontractor and commencing volume production or testing in the event of a loss of or a decision to add or
change a supplier;
lack of direct control over product quantity, quality and delivery schedules;
suppliers or their suppliers failing to supply high quality products and/or making changes to their products
without our qualification;
delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our
subcontractors or foundries prioritize our competitors’ or other customers’ orders over ours;
requirements to place orders that are not cancellable upon changes in demand or requirements to prepay for
supply in advance;
low manufacturing yields resulting from a failure in our product design or a foundry’s proprietary process
technology; and
disruptions in manufacturing, assembly and other processes due to closures related to heat waves or other
natural disasters and electricity conservation efforts.
Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage
our reputation and cause us to lose market share.
Our hardware and software product offerings are complex and they have in the past and may in the future contain
defects or security vulnerabilities, or experience failures or unsatisfactory performance due to any number of issues in
design, fabrication, packaging, materials and/or use within a system. These risks may increase as our products are
introduced into new devices, markets, technologies and applications or as new versions are released. These risks further
increase when we rely on partners to supply and manufacture components that are used in our products, as these
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arrangements reduce our direct control over production. Although arrangements with component providers may contain
provisions for product defect expense reimbursement, we generally remain responsible to the customer for warranty
product defects that may occur from time to time. Some failures in our products or services have been in the past and
may in the future be only discovered after a product or service has been shipped or used. Undiscovered vulnerabilities in
our products or services could result in loss of data or intangible property, or expose our end customers to unscrupulous
third parties who develop and deploy malicious software programs that could attack our products or services. Defects or
failure of our products to perform to specifications could lead to substantial damage to the products or the product in
which our device has been integrated by OEMs, ODMs, AIBs and automotive manufacturers and tier 1 automotive
suppliers, and to the user of such end product. Any such defect may cause us to incur significant warranty, support and
repair or replacement costs as part of a product recall or otherwise, write-off the value of related inventory, and divert
the attention of our engineering and management personnel from our product development efforts to find and correct
the issue. Our efforts to remedy these issues may not be timely or satisfactory to our customers. An error or defect in
new products, releases, or related software drivers after commencement of commercial shipments could result in failure
to achieve market acceptance, loss of design wins, temporary or permanent withdrawal from a product or market, and
harm to our relationships with existing and prospective customers and partners and consumers’ perceptions of our
brand, which would in turn negatively impact our business operations, gross margin, revenue and/or financial results. We
may be required to reimburse our customers, partners or consumers, including for costs to repair or replace products in
the field or in connection with indemnification obligations, or pay fines imposed by regulatory agencies.
For example, a defect was identified in a third-party component embedded in certain Data Center products. This defect
has had, and other defects may in the future have, an adverse effect on our cost and supply of components and finished
goods. These costs could be significant in future periods. We recorded a net warranty liability during fiscal year 2023
primarily in connection with this defect. While we believe we have accurately recorded for warranty obligations, we may
need to record additional amounts in the future if our estimate proves to be incorrect. In general, if a product liability
claim regarding any of our products is brought against us, even if the alleged damage is due to the actions or inactions of
a third party, such as within our supply chain, the cost of defending the claim could be significant and would divert the
efforts of our technical and management personnel and harm our business. Further, our business liability insurance may
be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial
results.
Risks Related to Our Global Operating Business
Adverse economic conditions may harm our business.
Economic and industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty in
fiscal, monetary, or trade policy, disruptions to capital markets, currency fluctuations, higher interest rates, tighter credit,
lower capital expenditures by businesses, including on IT infrastructure, increases in unemployment, labor shortages, and
lower consumer confidence and spending, have in the past and/or could in the future have adverse, wide-ranging effects
on our business and financial results, including:
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increased costs for wafers, components, logistics, and other supply chain expenses, which have negatively
impacted our gross margin and may continue to do so;
increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have
reduced and may in the future reduce our margins;
decrease in demand for our products, services and technologies and those of our customers, partners or
licensees;
the inability of our suppliers to deliver on their supply commitments to us and our customers’ or our licensees’
inability to supply products to customers and/or end users;
limits on our ability to forecast operating results and make business decisions;
the insolvency of key suppliers, distributors, customers or licensing parties; reduced profitability may also cause
some customers to scale back operations, exit businesses, or file for bankruptcy protection and potentially cease
operations; lead to mergers, consolidations or strategic alliances among other companies, which could adversely
affect our ability to compete effectively; and
increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced
liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers,
asset impairments, and declines in the value of our financial instruments.
International operations are a significant part of our business, which exposes us to us to risks that could harm our
business.
We conduct our business and have offices worldwide. Our semiconductor wafers are manufactured, assembled, tested
and packaged by third parties located outside of the United States, and we generated 69% of our revenue during fiscal
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year 2023 from sales outside of the United States. The global nature of our business subjects us to a number of risks and
uncertainties, which have had in the past and could in the future have a material adverse effect on our business, financial
condition and results of operations, including domestic and international economic and political conditions between
countries in which we and our suppliers and manufacturers do business, government lockdowns to control case spread of
COVID-19 or other global or local health issues, differing legal standards with respect to protection of IP and employment
practices, domestic and international business and cultural practices that differ, disruptions to capital markets, counter-
inflation policies, and/or currency fluctuations, and natural disasters, acts of war or other military actions, terrorism,
public health issues, and other catastrophic events.
Product, system security, and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce
our expected revenue and increase our expenses, which could adversely affect our stock price and damage our
reputation.
Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server
malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks
are increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement
adequate preventative measures.
Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-
supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited
if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible.
Threat actors, sophisticated nation-states, and nation-state-supported actors now engage and are expected to continue
to engage in cyber-attacks. Due to increasing geopolitical conflicts and during times of war or other major conflicts, we
and the third parties upon which we rely may be vulnerable to a heightened risk of cyber-attacks that could materially
disrupt our ability to provide services and products. Furthermore, we rely on products and services provided by third-
party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure,
encryption and authentication technology, employee email, and other functions, which exposes us to supply-chain attacks
or other business disruptions. We cannot guarantee that third parties and infrastructure in our supply chain or our
partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could
result in a breach of or disruption to our information technology systems, including our products and services, or the
third-party information technology systems that support our services. Our ability to monitor these third parties’
information security practices is limited, and these may not have adequate information security measures in place. In
addition, if one of our third-party suppliers suffers a security breach, our response may be limited or more difficult
because we may not have direct access to their systems, logs and other information related to the security breach.
Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our
products or services are compromised, a significant number of our customers and their data could be affected, which
could result in potential liability and harm our business.
To defend against cyber-attacks, we must continuously engineer more secure products and enhance security and
reliability features, which is expected to result in increased expenses. We must also continue to develop our security
measures, ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security
requirements of our customers, applicable industry standards, and government regulations. While we take steps to
detect and remediate certain vulnerabilities that we have identified, we may not always be able to detect all vulnerabilities
in our security controls, systems or software, including third-party software we have installed, as such threats and
techniques change frequently and may not be detected until after a security incident has occurred. Further, we may
experience delays in developing and deploying remedial measures designed to address identified vulnerabilities. These
vulnerabilities could result in reputational and financial harm.
We hold confidential and proprietary information, including information from partners and customers. Breaches of our
security measures, along with reported or perceived vulnerabilities or unapproved dissemination of proprietary
information or sensitive or confidential data about us or third parties could expose us and the parties affected to a risk of
loss or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory inquiries or actions,
damage to our brand and reputation or other harm, including financial, to our business. For example, we hold propriety
game source code from third-party partners in our GFN service. Breaches of our GFN security measures, which have
happened in the past, could expose our partners to a risk of loss or misuse of this source code, damage both us and our
partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on experience a security
incident, which has occurred in the past, or are perceived to have experienced a security incident, we may experience
adverse consequences, including government enforcement actions, additional reporting requirements and/or oversight,
restrictions on processing data, litigation, indemnification obligations, reputational harm, diversion of funds, financial loss,
loss of data, material disruptions in our systems and operations, supply chain, and ability to produce, sell and distribute
our goods and services, and other similar harms. Inability to fulfill orders, delayed sales, lower margins or lost customers
as a result of these disruptions could adversely affect our financial results, stock price and reputation.
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Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.
Our worldwide operations could be disrupted by natural disasters and extreme weather conditions, power or water
shortages, telecommunications failures, cloud service provider outages, terrorist attacks, or acts of violence, political and/
or civil unrest, acts of war or other military actions, epidemics or pandemics and other natural or man-made disasters and
catastrophic events. Our corporate headquarters, a large portion of our current data center capacity, and a portion of our
research and development activities are located in California, and other critical business operations, finished goods
inventory, and some of our suppliers are located in Asia, making our operations vulnerable to natural disasters such as
earthquakes, wildfires, or other business disruptions occurring in these geographical areas. Catastrophic events can also
have an impact on third-party vendors who provide us critical infrastructure services for IT and research and development
systems and personnel. Geopolitical and domestic political developments and other events beyond our control, can
increase economic volatility globally. Political instability, changes in government or adverse political developments in or
around any of the major countries in which we do business would also likely harm our business, financial condition and
results of operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel,
Korea and Taiwan where the manufacture of our product components and final assembly of our products are
concentrated may result in changing regulatory requirements, and other disruptions that could impact our operations
and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries
have restricted and may continue in the future to restrict business with the State of Israel, where we have engineering,
sales support operations and manufacturing, and companies with Israeli operations, including by economic boycotts. Our
operations could be harmed and our costs could increase if manufacturing, logistics or other operations are disrupted for
any reason, including natural disasters, high heat events or water shortages, information technology system failures,
military actions or economic, business, labor, environmental, public health, or political issues. The ultimate impact on us,
our third-party foundries and other suppliers of being located and consolidated in certain geographical areas is unknown.
In the event a disaster, war or catastrophic event affects us, the third-party systems on which we rely, or our customers,
our business could be harmed as a result of declines in revenue, increases in expenses, and substantial expenditures and
time spent to fully resume operations. All of these risks and conditions could materially adversely affect our future sales
and operating results.
Climate change may have a long-term impact on our business.
Climate change may have an increasingly adverse impact on our business and those of our customers, partners and
vendors. Water and energy availability and reliability in the communities where we conduct business is critical, and certain
of our facilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry
conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse
implications for our Santa Clara, California headquarter offices and data centers, including impairing the ability of our
employees to work effectively. Climate change, its impact on our supply chain and critical infrastructure worldwide, and
its potential to increase political instability in regions where we, our customers, partners and our vendors do business,
may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations.
Although we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of
insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad
exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be
large, which could harm our results of operations and financial condition.
Our business and those of our suppliers and customers, may also be subject to climate-related laws, regulations and
lawsuits. Regulations such as carbon taxes, fuel or energy taxes, and pollution limits could result in greater direct costs,
including costs associated with changes to manufacturing processes or the procurement of raw materials used in
manufacturing processes, increased capital expenditures to improve facilities and equipment, and higher compliance and
energy costs to reduce emissions, as well as greater indirect costs resulting from our customers, suppliers or both
incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our business and
results of operations by increasing our expenses or requiring us to alter our operations and product design activities.
Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may
face legal action or reputational harm. We may not achieve our stated goal to source 100% of our global electricity use
from renewable energy by the end of fiscal year 2025, which could harm our reputation, or we may incur additional,
unexpected costs to achieve such a goal. We may also experience contractual disputes due to supply chain delays arising
from climate change-related disruptions, which could result in increased litigation and costs.
We also face risks related to business trends that may be influenced by climate change concerns. We may face decreased
demand for computationally powerful but energy intensive products, such as our GPUs, despite their energy efficient
design and operation, and/or increased consumer or customer expectations around the energy efficiency of our products,
could negatively impact our business.
We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to
successfully integrate acquisition targets, which could hurt our ability to grow our business, develop new products or
sell our products.
We have acquired and invested and may continue to do so in businesses that offer products, services and technologies
that we believe will help expand or enhance our existing strategic objectives. Acquisitions or investments involve
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significant challenges and risks and could impair our ability to grow our business, develop new products or sell our
products and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we
may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are
unable to timely complete acquisitions, including due to delays and challenges in obtaining regulatory approvals, we may
be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology
may evolve and make the acquisition less attractive, and other changes can take place which could reduce the anticipated
benefits of the transaction and negatively impact our business. For example, in February 2022, NVIDIA and SoftBank
announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank
due to significant regulatory challenges preventing the completion of the transaction. We recorded in operating expenses
a $1.35 billion charge in fiscal year 2023 reflecting the write-off of the prepayment provided at signing. Regulators could
also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the extent that our perceived
ability to consummate acquisitions has been harmed, future acquisitions may be more difficult, complex or expensive.
Further, if we hold investments in publicly traded companies, they could create volatility in our results and may generate
losses up to the value of the investment.
Additional risks related to acquisitions or strategic investments include, but are not limited to:
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difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and
retaining the employees, including key personnel, of the acquired business;
diversion of capital and other resources, including management’s attention;
assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of
acquired assets;
integrating accounting, forecasting and controls, procedures and reporting cycles;
coordinating and integrating operations, particularly in countries in which we do not currently operate;
difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic
investment, if at all;
difficulty or inability in obtaining governmental, regulatory approval or restrictions or other consents and
approvals or financing;
stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition
or are otherwise unable to close an acquisition;
legal proceedings initiated as a result of an acquisition or investment;
potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense,
and compliance with debt covenants or other restrictions;
the potential for our acquisitions to result in dilutive issuances of our equity securities;
the potential variability of the amount and form of any performance-based consideration;
negative changes in general economic conditions in the regions or the industries in which we or our target
operate;
exposure to additional cybersecurity risks and vulnerabilities;
potential failure of our due diligence processes to identify significant issues with the assets or company in which
we are investing or are acquiring; and
impairment of relationships with, or loss of our or our target’s employees, vendors and customers.
For example, when integrating acquisition target systems into our own, we have experienced and may continue to
experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products,
difficulties with system integration via electronic data interchange and other processes with our key suppliers and
customers, and training and change management needs of integration personnel. These challenges have impacted our
results of operations and may continue to do so in the future.
We receive a significant amount of our revenue from a limited number of customers and our revenue could be
adversely affected if we lose or are prevented from selling to any of these customers.
We receive a significant amount of our revenue from a limited number of customers within our distribution and partner
network. With several of these distributors and partners, we are selling multiple target market platforms through their
channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell
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products that incorporate our processors. In the future, these partners may decide to purchase fewer products, not to
incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of
our sales are made on a purchase order basis, our customers can cancel, change or delay product purchase commitments
with little or no notice to us and without penalty. Our partners or customers may develop their own solutions; our
customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in
the markets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns.
The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a customer due
to U.S. or other countries’ trade restrictions, or any difficulties in collecting accounts receivable would likely harm our
financial condition and results of operations.
If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.
To be competitive and execute our business strategy successfully, we must attract, retain and motivate our executives
and key employees and recruit and develop diverse talent. Labor is subject to external factors that are beyond our control,
including our industry’s highly competitive market for skilled workers and leaders, cost inflation, the COVID-19 pandemic
and workforce participation rates. Changes in immigration and work permit regulations or in their administration or
interpretation could impair our ability to attract and retain qualified employees. Competition for personnel results in
increased costs in the form of cash and stock-based compensation, and in times of stock price volatility, as we have
experienced in the past and may experience in the future, the retentive value of our stock-based compensation may
decrease. Additionally, we are highly dependent on the services of our longstanding executive team. Failure to ensure
effective succession planning, transfer of knowledge and smooth transitions involving executives and key employees
could hinder our strategic planning and execution and long-term success.
Our business is dependent upon the proper functioning of our business processes and information systems and
modification or interruption of such systems may disrupt our business, processes and internal controls.
We rely upon internal processes and information systems to support key business functions, including our assessment of
internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation
and scalability of these processes and systems is critical to support our growth. In fiscal year 2023, we continued the
implementation of accounting and consolidation functionality related to a new enterprise resource planning, or ERP,
system. Any ERP system problems upon implementation, such as quality issues or programming errors, could impact our
continued ability to successfully operate our business or to timely and accurately report our financial results. These
changes may be costly and disruptive to our operations and could impose substantial demands on management time.
Failure to implement new or updated controls, or difficulties encountered in their implementation, could harm our
operating results or cause us to fail to meet our reporting obligations.
Identification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause
investors to lose confidence in our financial statements and our stock price may decline. Remediation of any material
weakness could require us to incur significant expenses, and if we fail to remediate any material weakness, our financial
statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial
results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our
stock price may decline, and we may be subject to sanctions or investigation by regulatory authorities.
The COVID-19 pandemic has affected and could continue to have a material adverse impact on our financial condition
and results of operations.
The COVID-19 pandemic has impacted and may continue to impact our workforce and operations and those of our
customers, partners, vendors and suppliers. COVID-19-related disruptions have created and may continue to create
supply chain and logistics constraints, and COVID-19 containment around the world has put restrictions on, among other
areas, manufacturing facilities, commerce, and support operations. Restrictions may be imposed or reinstated as the
pandemic resurfaces, such as lockdown measures due to COVID-19 containment efforts in China. End customer sales for
our products in China have been negatively impacted by lockdowns and this impact may continue if lockdowns return.
COVID-19 has also resulted in, and may continue to result in, disruption of and volatility in global financial markets, which
could impact overall technology spending or negatively affect our stock price and liquidity. All of these factors have had
or could in the future have a material negative impact on our business.
We modified our business and workforce practices in response to COVID-19, including with respect to flexible work and
social distancing measures, and we may take further actions as required by government regulations or in the best
interests of our employees, customers, partners and suppliers. These and other measures have caused and may in the
future cause us to incur incremental expenses and costs.
The extent of the impact of the COVID-19 pandemic on our operational and financial performance and our ability to
timely execute our business strategies may continue to be difficult to measure and predict. The impact of COVID-19 can
also exacerbate other risks discussed in these risk factors.
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Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are
below the expectations of securities analysts or investors, our stock price could decline.
Our operating results have in the past fluctuated and may continue to fluctuate due to numerous factors described in
these risk factors. Therefore, investors should not rely on past comparisons of our results of operations as an indication
of our future performance. Additional factors that could affect our results of operations include, but are not limited to:
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our ability to adjust spending to offset revenue shortfalls due to the multi-year development cycle for some of
our products and services;
our ability to comply with our customers’ contractual obligations;
our extended payment term arrangements with certain customers, the inability of some customers to make
required payments, our ability to obtain credit insurance for these customers and their extended payment terms,
and customer bad debt write-offs;
our vendors' payment requirements;
unanticipated costs associated with environmental liabilities; and
changes in financial accounting standards or interpretations of existing standards.
Any one or more of the factors discussed above could prevent us from achieving our anticipated future financial results.
For example, we have granted and may continue to grant extended payment terms to some customers, particularly
during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have requested and
may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce
the cash we have available for general business operations. Failure to meet our expectations or the expectations of our
investors or security analysts is likely to cause our stock price to decline, as it has in the past, or experience substantial
price volatility.
Risks Related to Regulatory, Legal, Our Stock and Other Matters
Our operations could be affected by the complex laws, rules and regulations to which our business is subject, and
political and other actions may adversely impact our business.
We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not
limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including
the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and cash repatriation restrictions;
data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;
environmental, health, and safety requirements; the responsible use of AI; climate change; cryptocurrency; and consumer
laws. Compliance with such requirements can be onerous and expensive, could impact our competitive position, and may
negatively impact our business operations and ability to manufacture and ship our products. There can be no assurance
that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls,
and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines,
criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to
our reputation. Changes to the laws, rules and regulations to which we are subject, or changes to their interpretation and
enforcement could lead to materially greater compliance and other costs and/or further restrictions on our ability to
manufacture and supply our products and operate our business. For example, we may face increased compliance costs as
a result of changes or increases in anti-competition legislation, regulation, administrative rule making, increased focus
from regulators on cybersecurity vulnerabilities and risks, and enforcement activity resulting from growing public concern
over concentration of economic power in corporations. Revisions to laws or regulations or their interpretation and
enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or
tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on
our business plans or impact the timing of our shipments. Additionally, changes in the public perception of governments
in the regions where we operate or plan to operate could negatively impact our business and results of operations.
Government actions, including trade protection and national security policies of U.S. and foreign government bodies, such
as tariffs, import or export regulations, including deemed export restrictions, trade and economic sanctions, decrees,
quotas or other trade barriers and restrictions could affect our ability to ship products, provide services to our customers
and employees, do business without an export license with entities on the U.S. Department of Commerce’s U.S. Entity List
or other U.S. government restricted parties lists (which is expected to change from time to time), and generally fulfill our
contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export
control laws or sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our
knowledge, we may be subject to various penalties available under the laws, any of which could have a material and
adverse impact on our business, operating results and financial condition.
For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and
export control measures which blocked the passage of our products, services and support into Russia, Belarus, and
24
certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia.
Concurrently, the war in Ukraine has impacted end customer sales in EMEA and may continue to do so in the future.
The increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that
target products and services capable of enabling or facilitating AI, and may in the future result in additional restrictions
impacting some or all of our product and service offerings. Such restrictions could include additional unilateral or
multilateral export controls on certain products or technology, including but not limited to AI technologies. As geopolitical
tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the
focus of export control restrictions proposed by stakeholders in the U.S. and its allies, and it is likely that additional
unilateral or multilateral controls will be adopted. Such controls may be very broad in scope and application, prohibit us
from exporting our products to any or all customers in one or more markets, including but not limited to China, and could
negatively impact our manufacturing, testing, and warehousing locations and options, or could impose other conditions
that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue, and
financial results. Export controls targeting GPUs and semiconductors associated with AI, which are increasingly likely,
would restrict our ability to export our technology, products, or services even though competitors may not be subject to
similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial
results. Increasing use of economic sanctions may also impact demand for our products or services, negatively impacting
our business and financial results. Additional unilateral or multilateral controls are also likely to include deemed export
control limitations that negatively impact the ability of our research and development teams to execute our roadmap or
other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas
markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain
or our ability to provide our products and services to customers in all markets worldwide, which could also substantially
reduce our revenue.
During the third quarter of fiscal year 2023, the U.S. government, or USG, announced new export restrictions and export
licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impact
exports of certain chips, as well as software, hardware, equipment, and technology used to develop, produce, and
manufacture certain chips, to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and
H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits and
our A100X. The new license requirements also apply to any future NVIDIA integrated circuit achieving certain peak
performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits.
There are also now licensing requirements to export a wide array of products, including networking products, destined for
certain end users and for certain end uses in China.
We are required to transition certain operations out of China (including Hong Kong), which could be costly and time
consuming, and adversely affect our research and development and supply and distribution operations, as well as our
revenue, during any such transition period.
We have engaged with customers in China to provide alternative products not subject to the new license requirements,
such as our new A800 offering. To the extent that a customer requires products covered by the new license
requirements, we may seek a license for the customer but have no assurance that the USG will grant any exemptions or
licenses for any customer, or that the USG will act on them in a timely manner. The new requirements may have a
disproportionate impact on NVIDIA and may disadvantage NVIDIA against certain of our competitors who sell products
that are not subject to the new restrictions or may be able to acquire licenses for their products.
Management of these new license and other requirements is complicated and time consuming. Our results and
competitive position may be harmed if customers in China do not want to purchase our alternative product offerings, if
customers purchase product from competitors, if customers develop their own internal solution, if we are unable to
provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner
or denies licenses to significant customers, or if we incur significant transition costs. Additionally, if we are unable to sell
our alternative product offerings in China, we may have excess inventory, harming our results. Even if the USG grants any
requested licenses, the licenses may be temporary or impose burdensome conditions that we cannot or choose not to
fulfill. The new requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and
post-sale technical support efforts more cumbersome and less certain, and encourage customers in China to pursue
alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.
Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games
may adversely affect our Gaming revenue, and increased oversight of digital platform companies may adversely affect
our Data Center revenue.
Increased scrutiny from shareholders, regulators and others regarding our environmental, social and governance
responsibilities could result in additional costs or risks and adversely impact our reputation and willingness of
customers and suppliers to do business with us.
Shareholder advocacy groups, certain investment funds, other market participants, shareholders and customers have
placed increased importance on the implications of the social and environmental cost of their investments and these
parties, as well as government regulators, have focused increasingly on corporate ESG and sustainability practices and
25
disclosures, including those associated with climate change and human rights. Stakeholders may not be satisfied with our
ESG practices or the speed of their adoption. Additionally, our ESG practices, oversight of ESG practices, or disclosure
controls may not meet evolving shareholder, regulator, or other industry stakeholder expectations, or we may fail to meet
sustainability disclosure or ESG reporting standards. We could also incur additional costs and require additional resources
to monitor, report, and comply with various ESG practices, choose not to conduct business with potential customers, or
discontinue or not expand business with existing customers due to our policies. These factors may negatively harm our
brand, reputation and business activities or expose us to liability.
Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational and
financial harm and liability.
Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may
result in reputational and financial harm and liability, and may cause us to incur costs to resolve such issues. We are
increasingly building AI capabilities into many of our products and services. AI poses emerging ethical issues and presents
risks and challenges that could affect its adoption, and therefore our business. If we enable or offer solutions that draw
controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences
or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political
issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development
and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm,
competitive harm or legal liability. Compliance with government regulation in the area of AI ethics may also increase the
cost of related research and development, and changes in AI-related regulation could disproportionately impact and
disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our
failure to address concerns relating to the responsible use of AI by us or others could undermine public confidence in AI
and slow adoption of AI in our products and services or cause reputational harm.
Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be
harmed if we are unsuccessful or if we are prohibited from making or selling our products.
From time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights
violations by us, our employees or parties that we have agreed to indemnify. An unfavorable ruling could include
significant damages, invalidation of one or more patents, indemnification of third parties, payment of lost profits, or
injunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could
cause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts
and attention of management and technical personnel.
We may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be
subject to countersuits as a result. If infringement claims are made against us or our products are found to infringe a
third party’s IP, we or one of our indemnitees may have to seek a license to the third party’s IP rights. If we or one of our
indemnitees is unable to obtain such a license, on acceptable terms or at all, we could be subject to substantial liabilities
or have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make
royalty or other payments, or cross license our technology. If these arrangements are not concluded on commercially
reasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer or other
indemnitee may increase our operating expenses and negatively impact our operating results.
We rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing
arrangements, and the laws of the countries in which we operate to protect our IP. Foreign laws may not protect our
products or IP rights to the same extent as United States law. This makes the possibility of piracy of our technology and
products more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information
could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in
research and development, product development, and marketing could be reduced. We also may face risks to our IP if our
employees are hired by competitors. We continuously assess whether and where to seek formal protection for existing
and new innovations and technologies but cannot be certain whether our applications for such protections will be
approved, and, if approved, whether they will be enforceable.
We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations.
Privacy or security concerns relating to our products and services could damage our reputation, deter current and
potential customers, or result in legal or regulatory proceedings and liability.
We may process sensitive, confidential or personal data or information that is subject to privacy and security laws,
regulations, industry standards, external and internal policies, contracts and other obligations that govern the processing
of such data by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with
regard to the collection, use, retention, security or disclosure of personal information or other privacy-related matters,
including for use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The
theft, loss, or misuse of personal data in our possession or by one of our partners could result in damage to our
reputation, regulatory proceedings, disruption of our business activities or increased security costs and costs related to
defending legal claims.
26
In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including
for data breach notification, personal data privacy, and consumer protection. The California Consumer Privacy Act of
2018, or CCPA, gives California residents the right to access, delete and opt-out of certain sharing of their personal
information, and to receive detailed information about how it is used and shared. The CCPA allows for statutory fines of
up to $7,500 per violation and the law created a private right of action for certain data breaches. The California Privacy
Rights Act of 2020, or CPRA, became operative in 2023, and restricts the use of certain categories of sensitive personal
information; further restricts the use of cross-contextual advertising techniques; restricts the retention of personal
information; expands the types of data breaches subject to the private right of action; and establishes the California
Privacy Protection Agency which can impose administrative fines for noncompliance. Virginia, Colorado, Utah and
Connecticut have each passed their own privacy legislation which differ from the CPRA and each become effective in
2023. Similar laws are being considered in several other states, as well as at the federal and local levels. Additionally,
several states and localities have enacted measures related to the use of artificial intelligence and machine learning in
products and services. If we become subject to additional data privacy laws, the risk of enforcement action against us
could increase.
Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data
protection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom
similarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic
Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data
is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to
penalties of up to €20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer
protection organizations may initiate litigation related to our processing of their personal data. Furthermore, there exists
a proposed European regulation related to AI that,
impose onerous obligations that may
disproportionately impact and disadvantage us and require us to change our business practices.
if adopted, could
In the ordinary course of business, we may transfer personal data from Europe, China, and other jurisdictions to the
United States or other countries. Certain jurisdictions have enacted data localization laws and cross-border personal data
transfer laws. For example, the GDPR generally restricts the transfer of personal data to countries outside of the EEA.
The European Commission released a set of “Standard Contractual Clauses” designed for entities to validly transfer
personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of
protection, including the United States. While the European Union and United States governments have recently
announced an agreement in principle on a new bilateral cross-border transfer mechanism, it is uncertain whether this
agreement will be overturned in court like the previous two European Union-United States bilateral cross-border transfer
agreements. These mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on
these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are
considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would
increase the cost and complexity of doing business and could result in fines from regulators. For example, China law
imposes various requirements relating to data processing and data localization. Data broadly defined as important under
China law, including personal data, may not be transferable outside of China without prior assessment and approval by
the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and
any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China,
or impact our ability to transfer data outside of China. The inability to import personal data to the United States could
significantly and negatively impact our business operations, limit our ability to collaborate with parties that are subject to
European, China, and other data privacy and security laws, or require us to increase our personal data processing
capabilities in Europe and/or elsewhere at significant expense. Some European regulators have prevented companies
from transferring personal data out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations,
which could negatively impact our business.
We may also be bound by contractual obligations related to data privacy and security, and our efforts to comply with such
obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as the
GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We
sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data,
it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We may publish privacy
policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory
principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking
in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement
actions by regulators or other adverse consequences.
Data protection laws around the world are quickly changing and may be interpreted and applied in an increasingly
stringent fashion and in a manner that is inconsistent with our data practices. These obligations may necessitate changes
to our information technologies, systems, and practices and to those of any third parties that process personal data on
our behalf. Despite our efforts, we or third parties upon whom we rely may fail to comply with such obligations. If we fail,
or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant
consequences,
litigation, additional reporting
requirements and/or oversight, bans on processing personal data and orders to destroy or not use personal data. Any of
these events could have a material adverse effect on our reputation, business, or financial condition.
limited to, government enforcement actions,
including but not
27
We have exposure to additional tax liabilities and our operating results may be adversely impacted by higher than
expected tax rates and other tax-related factors.
We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions.
Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are
regularly under audit by tax authorities in different jurisdictions. For example, we are currently under examination by the
Internal Revenue Service for our fiscal years 2018 and 2019 and undergoing tax audits in Germany, Israel and India.
Although we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax
rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of
operations, net income, and cash flows.
Further, changes in tax laws may materially impact our results of operations, or the way we conduct our business. These
include changes to U.S. tax laws and regulations, such as the Inflation Reduction Act, which implements a 15% minimum
tax on book income and a 1% excise tax on net stock repurchases and parts of which became effective for us in fiscal
year 2023. It is possible that these changes, or other tax law changes, could increase our future tax liability or cause other
adverse impacts. Most of our income is taxable in the United States, with a significant portion qualifying for preferential
treatment as foreign-derived intangible income, or FDII. If U.S. tax rates increase or the FDII deduction is reduced, our
provision for income taxes, results of operations, net income and cash flows would be adversely affected. In addition,
changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project
undertaken by the Organization for Economic Co-operation and Development, or OECD. The OECD recommended
changes to long-standing tax principles and continues to develop new proposals, including allocating greater taxing rights
to countries where customers are located and establishing a minimum tax on global income. These changes, as adopted
by countries, may increase tax uncertainty and adversely affect our provision for income taxes, results of operations and
financial condition.
Our future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory
rates, the mix of earnings in countries with differing statutory tax rates, available tax incentives, credits and deductions,
the expiration of statute of limitations and settlements of tax audits, changes in accounting principles, adjustments to
income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, the valuation of our
deferred tax assets and liabilities and deferred tax valuation allowances, changing interpretation of existing laws or
regulations, the impact of accounting for business combinations, as well as changes in the domestic or international
organization of our business and structure. Furthermore, the tax effects of accounting for stock-based compensation
and volatility in our stock price may significantly impact our effective tax rate in the period in which they occur. A decline
in our stock price may result in reduced future tax benefits from stock-based compensation, increase our effective tax
rate, and adversely affect our financial results.
Our business is exposed to the risks associated with litigation, investigations and regulatory proceedings.
We currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or
investigations involving shareholder, consumer, competition and/or other issues relating to our business. For example, we
are defending on appeal the dismissal of a securities class action lawsuit from multiple shareholders asserting claims that
we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of
cryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain,
and adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing
or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory
licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the
outcome, litigation can be costly, time-consuming, and disruptive to our operations.
Our indebtedness could adversely affect our financial position and cash flows from operations, and prevent us from
implementing our strategy or fulfilling our contractual obligations.
As of January 29, 2023, we had outstanding a total of $11 billion in notes due by 2060. As each series of senior notes
matures, unless redeemed or repurchased, we must repay or refinance the notes. If we decide to refinance, we may
receive less favorable terms, or we may be unable to refinance at all, which may adversely affect our financial condition.
We also have a $575 million commercial paper program.
Maintenance of our current and future indebtedness and contractual restrictions could cause us to dedicate a substantial
portion of our cash flows from operations towards debt service obligations and principal repayments; increase our
vulnerability to adverse changes in general economic, industry and competitive conditions; limit our flexibility regarding
changes in our business and our industry; impair our ability to obtain future financing; and restrict our ability to grant
liens on property, enter into certain mergers, dispose of our assets, or materially change our business.
Our ability to comply with the covenants in our indenture may be affected by events beyond our control. If we breach any
of the covenants without a waiver from the note holders or lenders, then any outstanding indebtedness may be declared
immediately due and payable. Changes to our credit rating may negatively impact the value and liquidity of our securities,
restrict our ability to obtain future financing and affect the terms of any such financing.
28
Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a
change in control.
The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in
control. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a
majority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue
preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder
approval; the inability of our shareholders to act by written consent or call special meetings; advance notice requirements
for director nominations and shareholder proposals; and a super-majority voting requirement to amend some provisions
in our certificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an
offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to
purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and
make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate
actions they desire.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
Our headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building
space for our corporate headquarters. In addition, we lease data center space in Santa Clara, California. We also own and
lease facilities for data centers, research and development, and/or sales and administrative purposes throughout the U.S.
and in various international locations, primarily in China, India, Israel, and Taiwan. We believe our existing facilities, both
owned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate
assets by operating segment. For additional information regarding obligations under leases, refer to Note 3 of the Notes
to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is
hereby incorporated by reference.
ITEM 3. LEGAL PROCEEDINGS
Please see Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on
Form 10-K for a discussion of our legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common
stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 17,
2023, we had approximately 344 registered shareholders, not including those shares held in street or nominee name.
Issuer Purchases of Equity Securities
On May 23, 2022, our Board of Directors increased and extended our share repurchase program to repurchase additional
common stock up to a total of $15 billion through December 2023. Since the inception of our share repurchase program,
we have repurchased an aggregate of 1.10 billion shares for a total cost of $17.12 billion through January 29, 2023.
During fiscal year 2023, we repurchased 63 million shares for $10.04 billion. As of January 29, 2023, we are authorized,
subject to certain specifications, to repurchase shares of our common stock up to $7.23 billion through December 2023.
The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading
plan or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with
Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. The
program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be
suspended at any time at our discretion.
In fiscal year 2023, we paid $398 million in quarterly cash dividends. Our cash dividend program and the payment of
future cash dividends under that program are subject to our Board of Directors' continuing determination that the
dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.
29
The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2023:
Period
October 31, 2022 - November 27, 2022
November 28, 2022 - December 25, 2022
December 26, 2022 - January 29, 2023
Total
Restricted Stock Unit Share Withholding
Total Number
of Shares Purchased
(In millions)
Average Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Program (In millions)
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the
Program (In billions)
7 $
— $
— $
7
148.11
—
—
7 $
— $
— $
7
7.23
7.23
7.23
We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the
vesting of restricted stock unit awards under our employee equity incentive program. During fiscal year 2023, we
withheld approximately 8 million shares for a total value of $1.48 billion through net share settlements. Refer to Note 4
of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further
discussion regarding our equity incentive plans.
Stock Performance Graphs
The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the
Nasdaq 100 Index for the five years ended January 29, 2023. The graph assumes that $100 was invested on January 28,
2018 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a
component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices
indicated. Total return is based on historical results and is not intended to indicate future performance.
Source: FactSet financial data and analytics.
*$100 invested on 1/28/18 in stock and in indices, including reinvestment of dividends.
NVIDIA Corporation
S&P 500
Nasdaq 100
1/28/2018
1/27/2019
1/26/2020
1/31/2021
1/30/2022
1/29/2023
$
$
$
100.00 $
100.00 $
100.00 $
66.00 $
94.60 $
97.69 $
103.63 $
215.33 $
378.94 $
119.36 $
137.01 $
165.79 $
133.01 $
189.72 $
213.63 $
338.18
154.80
181.38
30
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among NVIDIA Corporation, the S&P 500 Index, and the Nasdaq 100 IndexNVIDIA Corporation S&P 500 Nasdaq 10001/28/1801/27/1901/26/2001/31/2101/30/2201/29/23050100150200250300350400
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with “Item 1A. Risk Factors”, our Consolidated Financial Statements and related Notes thereto, as well as other cautionary
statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold or sell
shares of our common stock.
Overview
Our Company and Our Businesses
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original
focus on PC graphics, we have expanded to several other large and important computationally intensive fields. Fueled by
the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU
architecture to create platforms for scientific computing, AI, data science, AV, robotics, metaverse and 3D internet
applications.
Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 17 of the Notes to the
Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in
Delaware in April 1998.
Recent Developments, Future Objectives and Challenges
Supply, Products Transitions, and New Products and Business Models
Our supply, which includes inventory on hand, purchase obligations and prepaid supply agreements, has grown
significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand. At the
end of fiscal year 2023, purchase obligations and prepaid supply agreements represented more than half of our total
supply. Inventory provisions for excess inventory and purchase obligations totaled $2.17 billion in fiscal year 2023. We
may incur inventory provisions if our inventory or supply commitments are misaligned with demand for our products.
Product transitions are complex as we often ship both new and legacy architecture products simultaneously and we and
our channel partners prepare to ship and support new products. We are currently transitioning the architecture of our
Data Center, Professional Visualization, and Gaming products. Qualification time for new products, customers
anticipating product transitions and channel partners reducing channel inventory of legacy architectures ahead of new
product introductions can create reductions or volatility in our revenue. While we have managed prior product transitions
and have previously sold multiple product architectures at the same time, these transitions are difficult and prior trends
may not continue.
We build technology and products for use cases and applications that may be new or may not yet exist. Examples include
our Omniverse platform and third-party large language models and generative models. Our demand estimates for these
use cases and applications can be incorrect and create volatility in our revenue or supply levels, and we may not be able to
generate any revenue from these use cases and applications.
NVIDIA AI Cloud Service Offerings
We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of
these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and
customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in
their data centers.
We entered into multi-year cloud service agreements in the second half of fiscal year 2023 to these offerings and our
research and development activities. NVIDIA AI cloud services may not be successful and will take time, resources and
investment. We also offer or plan to offer standalone software solutions for AI including NVIDIA AI Enterprise, NVIDIA
Omniverse, NVIDIA DRIVE for automotive, and several other software solutions. These new business models or strategies
may not be successful and we may fail to sell any meaningful standalone software or as-a-service solutions. We may incur
significant costs and may not achieve any significant revenue from these offerings.
Global Trade
During the third quarter of fiscal year 2023, the USG announced new license requirements that, with certain exceptions,
impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or
any other systems or boards which incorporate A100 or H100 integrated circuits and our A100X. We are required to
transition certain operations out of China (including Hong Kong), including research and development and supply and
31
distribution operations. We have engaged with customers in China to provide alternative products not subject to the new
license requirements, such as our new A800 offering.
Management of these new license and other requirements is complicated and time consuming. Our results and
competitive position may be harmed if customers in China do not want to purchase our alternative product offerings, if
customers purchase product from competitors, or if customers develop their own internal solution, if the USG does not
grant licenses in a timely manner or denies licenses to significant customers, or if we incur significant transition costs.
COVID-19
During fiscal year 2023, we reopened our offices worldwide. We incurred incremental expenses and related in-office costs
as we ramped onsite services.
Restrictions may be imposed or reinstated as the pandemic resurfaces, such as lockdown measures due to COVID-19
containment efforts in China. During fiscal year 2023, end customer sales for our products in China have been negatively
impacted by lockdowns and this impact may continue if lockdowns return. COVID-19-related disruptions have created
and may continue to create supply chain and logistics constraints. Challenges in estimating demand could become more
pronounced or volatile in the future on both a global and regional basis.
Russia
In fiscal year 2023, we stopped direct sales to Russia and later in the year, we closed business operations in Russia. Direct
sales to Russia in fiscal year 2022 were immaterial. Our revenue to partners that sell into Russia may have been negatively
impacted due to the war in Ukraine.
Termination of the Arm Share Purchase Agreement
In February 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement whereby NVIDIA
would have acquired Arm from SoftBank due to significant regulatory challenges preventing the completion of the
transaction. We recorded an acquisition termination cost of $1.35 billion in fiscal year 2023 reflecting the write-off of the
prepayment provided at signing.
Fiscal Year 2023 Summary
Revenue
Gross margin
Operating expenses
Income from operations
Net income
Net income per diluted share
January 29,
2023
Year Ended
January 30,
2022
Change
($ in millions, except per share data)
26,974
$
26,914
— %
56.9 %
64.9 %
Down 8.0 pts
11,132
4,224
4,368
1.74
$
$
$
$
7,434
10,041
9,752
3.85
Up 50%
Down 58%
Down 55%
Down 55%
$
$
$
$
$
We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These
platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our
platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and
Automotive.
Revenue for fiscal year 2023 revenue was $26.97 billion, flat compared with a year ago.
Data Center revenue was up 41% from a year ago led by strong growth from hyperscale customers and also reflects
purchases made by several CSP partners to support multi-year cloud service agreements for our new NVIDIA AI cloud
service offerings and our research and development activities.
Gaming revenue was down 27% from a year ago reflecting lower sell-in to partners to help reduce channel inventory levels
as global macro-economic conditions and COVID-19 related disruptions in China weighed on gaming demand.
Professional Visualization revenue was down 27% from a year ago reflecting a lower sell-in to partners to help reduce
channel inventory levels.
Automotive revenue was up 60% from a year ago reflecting growth in sales of self-driving solutions, computing solutions
for electric vehicle makers and strength in sales of AI cockpit solutions. The increase also included growth in automotive
development arrangements.
OEM and Other revenue was down 61% from a year ago driven by notebook OEM and CMP. CMP revenue was nominal in
fiscal year 2023 and $550 million in fiscal year 2022.
32
Gross margin for fiscal year 2023 declined from a year ago, driven by $2.17 billion of inventory charges largely relating to
excess supply of NVIDIA Ampere architecture Gaming and Data Center products as compared to the demand
expectations for these products, particularly for the expected demand in China. The inventory charges were comprised of
$1.04 billion for inventory on hand and $1.13 billion for inventory purchase obligations in excess of our demand
expectations.
Operating expenses, which included a $1.35 billion acquisition termination charge related to the Arm transaction, were up
50% from a year ago. The increase also reflected compensation, data center infrastructure, and engineering development
costs.
Cash, cash equivalents and marketable securities were $13.30 billion.
During fiscal year 2023, we returned $10.44 billion to shareholders in the form of share repurchases and cash dividends.
As of the end of fiscal year 2023, we had $7.23 billion remaining under our share repurchase authorization through
December 2023.
Market Platform Highlights
Data Center revenue for fiscal year 2023 was $15.01 billion, up 41% from fiscal year 2022. The strong growth in Data
Center revenue was influenced by hyperscaler and cloud usage of our accelerated computing platforms and networking
portfolio. In Data Center, we announced the NVIDIA Hopper GPU architecture and began ramping the first products
based on the architecture, including the NVIDIA H100 Tensor Core GPU. The NVIDIA OVX server reference design
launched for digital twins and other Omniverse applications. We completed two new large language models for cloud AI
services — NVIDIA NeMo LLM and NVIDIA BioNeMo LLM. Additionally, we announced the NVIDIA Spectrum-4 end-to-end
400Gbps networking platform and began shipping Quantum-2 in December 2022.
Gaming revenue for fiscal year 2023 was $9.07 billion, down 27% from fiscal year 2022. Gaming results were influenced
by the rapid change in economic conditions causing excess inventory with our channel partners. We introduced pricing
programs for our channel partners and started undershipping GPU supply to the partners so that we could lower
inventory in the channel. As we exited fiscal year 2023, we have made meaningful progress in establishing lower inventory
levels with our channel partners. In Gaming, we announced the new Ada Lovelace GPU architecture, and introduced the
first products based on Ada, including the GeForce RTX 4090, RTX 4080, and RTX 4070 Ti desktop GPUs and laptop GPUs
featured in over 170 laptop designs. We introduced NVIDIA DLSS 3 for over 50 games and applications. We brought
GeForce RTX 4080-class performance to the GeForce NOW Ultimate membership tier.
Professional Visualization revenue for fiscal year 2023 was $1.54 billion, down 27% from fiscal year 2022. Professional
Visualization results were influenced by the rapid change in economic conditions causing excess inventory with our OEM
partners. In Professional Visualization, we added new NVIDIA Ampere architecture RTX GPUs for workstations. We also
announced Omniverse Avatar Cloud Engine and Omniverse Cloud and released a major update to NVIDIA Omniverse
Enterprise.
Automotive revenue for fiscal year 2023 grew 60% compared to fiscal year 2022 to $903 million. In Automotive, we
started production of the NVIDIA DRIVE Orin autonomous vehicle SOC and introduced next-generation NVIDIA DRIVE
Thor.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of
contingencies. On an on-going basis, we evaluate our estimates, including those related to inventories, revenue
recognition, and income taxes. We base our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities.
We believe the following critical accounting policies affect our significant judgments and estimates used in the
preparation of our consolidated financial statements. Our management has discussed the development and selection of
these critical accounting policies and estimates with the Audit Committee of our Board of Directors. The Audit
Committee has reviewed our disclosures relating to our critical accounting policies and estimates in this Annual Report on
Form 10-K.
Inventories
Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-
out basis. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net
realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory
provisions relate to excess quantities of products or components, based on our inventory levels and future product
33
purchase commitments compared to assumptions about future demand and market conditions, which requires
management judgment.
Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in
business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our
products,
inventory obsolescence because of changing technology and customer requirements, new product
introductions resulting in less demand for existing products or inconsistent spikes in demand due to unexpected end use
cases, failure to estimate customer demand properly, ordering in advance of historical lead-times and the impact of
changes in future demand, or increase in demand for competitive products, including competitive actions. Cancellation or
deferral of customer purchase orders could result in our holding excess inventory.
The overall net effect on our gross margin from inventory provisions and sales of items previously written down was an
unfavorable impact of 7.5% in fiscal year 2023 and 0.9% in fiscal year 2022. As a fabless semiconductor company, we
must make commitments to purchase inventory based on forecasts of future customer demand. In doing so, we must
account for our third-party manufacturers' lead times and constraints. In the past, our manufacturing lead times have
been long, and in some cases, extended beyond twelve months for some products. We place non-cancellable inventory
orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to
secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions
by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our
products.
Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further
discussion.
Revenue Recognition
We derive our revenue from product sales, including hardware and systems, license and development arrangements,
software licensing, and cloud services. We determine revenue recognition through the following steps: (1) identification
of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the
transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is
allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the
standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a
performance obligation.
Product Sales Revenue
Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects
the consideration we expect to receive in exchange for those products. Certain products are sold with support or an
extended warranty for the incorporated system, hardware, and/or software. Support and extended warranty revenue are
recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for
returns, customer programs and any taxes collected from customers.
For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for
estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if
product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional
sales return allowances are required to properly reflect our estimated exposure for product returns.
Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in
various target markets, and marketing development funds, or MDFs, which represent monies paid to our partners that
are earmarked for market segment development and are designed to support our partners’ activities while also
promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for potential
rebates and MDFs based on the amount we expect to be claimed by customers.
License and Development Arrangements
Our license and development arrangements with customers typically require significant customization of our IP
components. As a result, we recognize the revenue from the license and the revenue from the development services as a
single performance obligation over the period in which the development services are performed. We measure progress to
completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each
project. If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period.
Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form
10-K for additional information.
Income Taxes
We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or
refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or
liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards;
34
and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on
available evidence and judgment, are not expected to be realized.
Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing
with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change
based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in
the United States, or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we
recognize liabilities for potential United States and foreign income tax contingencies based on our estimate of whether,
and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or
if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or
additional income tax expense in our financial statements accordingly.
As of the end of fiscal years 2023 and 2022, we had a valuation allowance of $1.48 billion and $907 million, respectively,
related to capital loss carryforwards, state, and certain other deferred tax assets that management determined not likely
to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent
realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as
income tax benefits during the period.
We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon
audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to
unrecognized tax benefits as a component of income tax expense.
Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form
10-K for additional information.
Change in Accounting Estimate
In February 2023, we completed an assessment of the useful lives of our property, plant, and equipment. Based on
advances in technology and usage rate, we increased the estimated useful life of a majority of the server, storage, and
network equipment from three years to a range of four to five years, and assembly and test equipment from five years to
seven years. This change in accounting estimate became effective at the beginning of fiscal year 2024. Based on the
carrying amounts of a majority of our server, storage, network, and assembly and test equipment, net in use as of the end
of fiscal year 2023, it is estimated this change will increase our fiscal year 2024 operating income by $133 million as a
result of the reduction in depreciation expense.
Results of Operations
A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022
is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2022 compared
to fiscal year 2021 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 30,
2022, filed with the SEC on March 18, 2022, which is available free of charge on the SEC’s website at http://www.sec.gov
and at our investor relations website, http://investor.nvidia.com.
35
The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income
expressed as a percentage of revenue.
Revenue
Cost of revenue
Gross profit
Operating expenses
Research and development
Sales, general and administrative
Acquisition termination cost
Total operating expenses
Income from operations
Interest income
Interest expense
Other, net
Other income (expense), net
Income before income tax
Income tax expense (benefit)
Net income
Revenue
Revenue by Reportable Segments
Compute & Networking
Graphics
Total
Year Ended
January 29,
2023
January 30,
2022
100.0 %
43.1
56.9
27.2
9.1
5.0
41.3
15.6
1.0
(1.0)
(0.1)
(0.1)
15.5
(0.7)
100.0 %
35.1
64.9
19.6
8.0
—
27.6
37.3
0.1
(0.9)
0.4
(0.4)
36.9
0.7
16.2 %
36.2 %
January 29,
2023
January 30,
2022
$
Change
%
Change
Year Ended
$
$
15,068
$
11,906
($ in millions)
11,046
$
15,868
26,974
$
26,914
$
4,022
(3,962)
60
36 %
(25) %
— %
Compute & Networking - The year-on-year increase was led by growth from hyperscale customers and also reflects
purchases made by several CSP partners to support multi-year cloud service agreements for our new NVIDIA AI cloud
service offerings and our research and development activities. The increase was also related to the growth in Automotive.
CMP contributed an insignificant amount in fiscal year 2023 compared to $550 million in fiscal year 2022.
Graphics - The year-on-year decrease primarily reflects lower sell-in to partners to help reduce channel inventory levels as
global macro-economic conditions and COVID-19 related disruptions in China weighed on gaming demand.
Concentration of Revenue
Revenue from sales to customers outside of the United States accounted for 69% and 84% of total revenue for fiscal
years 2023 and 2022, respectively. The decline in revenue outside the U.S. was primarily driven by China and Taiwan
related to Data Center and Gaming. Revenue by geographic region is allocated to countries based on the billed location
even if the revenue may be attributable to end customers in a different location.
No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.
Gross Profit and Gross Margin
Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the
cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs,
manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout,
inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also
includes acquisition-related costs, development costs for license and service arrangements, IP-related costs, and stock-
based compensation related to personnel associated with manufacturing operations.
Gross margin was 56.9% and 64.9% for fiscal years 2023 and 2022, respectively. The decrease in fiscal year 2023 was
primarily due to $2.17 billion of inventory provisions in fiscal year 2023, which consists of approximately $1.04 billion for
inventory on hand and approximately $1.13 billion for inventory purchase obligations in excess of our current demand
projections.
36
Inventory provisions totaled $2.17 billion and $354 million for fiscal years 2023 and 2022, respectively. Sales of inventory
that was previously written-off totaled $137 million and $111 million for fiscal years 2023 and 2022, respectively. As a
result, the overall net effect on our gross margin was an unfavorable impact of 7.5% and 0.9% in fiscal years 2023 and
2022, respectively.
Compute & Networking - The gross margin of our Compute & Networking segment decreased during fiscal year 2023
when compared to fiscal year 2022, primarily due to inventory provisions.
Graphics - The gross margin of our Graphics segment decreased during fiscal year 2023 when compared to fiscal year
2022, primarily due to inventory and related provisions and lower margins of GeForce GPUs.
Operating Expenses
Research and development expenses
$
7,339
$
5,268
$
2,071
January 29,
2023
January 30,
2022
$
Change
%
Change
Year Ended
($ in millions)
% of revenue
Sales, general and administrative expenses
% of revenue
Acquisition termination cost
% of revenue
Total operating expenses
% of revenue
27.2 %
2,440
9.1 %
1,353
5.0 %
19.6 %
2,166
8.0 %
—
— %
39 %
13 %
274
1,353
100 %
$
11,132
$
7,434
$
3,698
50 %
41.3 %
27.6 %
The increase in research and development expense for fiscal year 2023 was primarily driven by increased compensation,
employee growth, engineering development costs, and data center infrastructure.
The increase in sales, general and administrative expense for fiscal year 2023 was primarily driven by increased
compensation and employee growth.
We recorded an acquisition termination cost related to the Arm transaction of $1.35 billion in fiscal year 2023 reflecting
the write-off of the prepayment provided at signing.
Other Income (Expense), Net
Interest income
Interest expense
Other, net
Other income (expense), net
January 29,
2023
January 30,
2022
$
Change
%
Change
Year Ended
$
$
267
$
(262)
(48)
($ in millions)
29
$
(236)
107
(43) $
(100) $
238
(26)
(155)
57
821 %
11 %
(145) %
(57) %
Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest
income was primarily due to higher yields earned on our investments.
Interest expense is primarily comprised of coupon interest and debt discount amortization related to our notes. The
increase in expense reflects interest on the $5.00 billion debt offering issued in June 2021.
Other, net, consists primarily of realized or unrealized gains and losses from investments in non-affiliated entities and the
impact of changes in foreign currency rates. Change in other, net, compared to fiscal year 2022 was primarily driven by
mark-to-market losses from publicly traded equity investments and changes in value from our non-affiliated private
investments. Refer to Note 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual
Report on Form 10-K for additional information regarding our investments in non-affiliated entities.
Income Taxes
We recognized income tax benefit of $187 million for fiscal year 2023 and income tax expense of $189 million for fiscal
year 2022. Income tax as a percentage of income before income tax was a benefit of 4.5% for fiscal year 2023 and an
expense of 1.9% for fiscal year 2022.
Beginning in fiscal year 2023, the 2017 Tax Cuts and Jobs Act, or TCJA, requires taxpayers to capitalize research and
development expenditures and to amortize domestic expenditures over five years and foreign expenditures over fifteen
years.
37
The fiscal year 2023 effective tax rate includes the mandatory capitalization and amortization of research and
development expenses beginning in fiscal year 2023, which resulted in a greater FDII deduction and significantly
increased current taxes, with a corresponding deferred tax benefit at the relevant statutory tax rate.
The decrease in our effective tax rate in fiscal year 2023 as compared to fiscal year 2022 was primarily due to increased
tax benefits of the FDII deduction, stock-based compensation, and the U.S. federal research tax credit, relative to lower
profitability. This is partially offset by the impact of an increase in the proportion of earnings subject to U.S. tax in fiscal
year 2023 and the one-time benefits of the domestication of a foreign subsidiary in fiscal year 2022, or the
Domestication.
Our effective tax rate for fiscal year 2023 was lower than the U.S. federal statutory rate of 21% due primarily to tax
benefits from the FDII deduction, tax benefits related to stock-based compensation and the U.S. federal research tax
credit.
Our effective tax rate for fiscal year 2022 was lower than the U.S. federal statutory rate of 21% due to tax benefits from
the FDII deduction, income earned in jurisdictions that are subject to taxes lower than the U.S. federal statutory tax rate,
excess tax benefits related to stock-based compensation, recognition of U.S. federal research tax credit and the one-time
benefits of the Domestication.
Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on
Form 10-K for additional information.
Liquidity and Capital Resources
Cash and cash equivalents
Marketable securities
Cash, cash equivalents, and marketable securities
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
January 29,
2023
January 30,
2022
(In millions)
3,389 $
9,907
13,296 $
Year Ended
1,990
19,218
21,208
January 29,
2023
January 30,
2022
(In millions)
5,641 $
7,375 $
(11,617) $
9,108
(9,830)
1,865
$
$
$
$
$
As of January 29, 2023, we had $13.30 billion in cash, cash equivalents and marketable securities, a decrease of $7.91
billion from the end of fiscal year 2022. Our investment policy requires the purchase of highly rated fixed income
securities, the diversification of investment types and credit exposures, and certain maturity limits on our portfolio.
Cash provided by operating activities decreased in fiscal year 2023 compared to fiscal year 2022, primarily due to a
decrease in net income adjusted for certain non-cash items, such as the Arm acquisition termination cost of $1.35 billion,
and higher tax payments, partially offset by changes in working capital. Changes in working capital were primarily driven
by lower accounts receivable due to strong collections partially offset by timing of supplier payments and inventory
deliveries.
Cash provided by investing activities increased in fiscal year 2023 compared to fiscal year 2022, primarily driven by lower
purchases and higher sales and maturities of marketable securities, offset by higher capital expenditures.
Cash used in financing activities increased in fiscal year 2023 compared to fiscal year 2022, due to share repurchases and
the absence of debt issuance proceeds in fiscal year 2023, offset by absence of debt repayment.
Liquidity
Our primary sources of liquidity are our cash and cash equivalents, our marketable securities, and cash generated by our
operations. At the end of fiscal year 2023, we had $13.30 billion in cash, cash equivalents and marketable securities. We
believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months, and for
the foreseeable future, including our future supply obligations and $1.25 billion of debt repayment due in fiscal year 2024.
We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can
finance future capital requirements.
38
Our marketable securities consist of debt securities issued by the U.S. government and its agencies, highly rated
corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly
rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 8 of the
Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional
information.
During fiscal year 2024, we expect to use our existing cash and cash equivalents, our marketable securities, and the cash
generated by our operations to fund our capital investments of approximately $1.10 billion to $1.30 billion related to
property and equipment.
Except for approximately $1.38 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which
we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our
cash, cash equivalents and marketable securities held outside of the U.S. at the end of fiscal year 2023 are available for
use in the U.S. without incurring additional U.S. federal income taxes.
Beginning in fiscal year 2023, the TCJA requires taxpayers to capitalize research and development expenditures and to
amortize domestic expenditures over five years and foreign expenditures over fifteen years. The adverse cash flow
impact of mandatory capitalization will be reduced in future years as capitalized research and development expenditures
continue to amortize. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this
Annual Report on Form 10-K for additional information.
Capital Return to Shareholders
During fiscal year 2023, we returned $10.04 billion in share repurchases and $398 million in quarterly cash dividends. Our
cash dividend program and the payment of future cash dividends under that program are subject to our Board of
Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the
best interests of our shareholders.
As of January 29, 2023, we were authorized, subject to certain specifications, to repurchase additional shares of our
common stock up to $7.23 billion through December 2023.
Outstanding Indebtedness and Commercial Paper Program
Our aggregate debt maturities as of January 29, 2023, by year payable, are as follows:
Due in one year
Due in one to five years
Due in five to ten years
Due in greater than ten years
Unamortized debt discount and issuance costs
Net carrying amount
Less short-term portion
Total long-term portion
January 29,
2023
(In millions)
1,250
2,250
4,000
3,500
(47)
10,953
(1,250)
9,703
$
$
We have a $575 million commercial paper program to support general corporate purposes. As of the end of fiscal year
2023, we had not issued any commercial paper.
Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form
10-K for further discussion.
Material Cash Requirements and Other Obligations
For a description of our long-term debt, purchase obligations, and operating lease obligations, refer to Note 12, Note 13,
and Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K,
respectively.
We have unrecognized tax benefits of $1.02 billion, which includes related interest and penalties of $95 million, recorded
in non-current income tax payable at the end of fiscal year 2023. We are unable to reasonably estimate the timing of any
potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax
positions and the timing of the effective settlement of such tax positions. We are currently under examination by the
Internal Revenue Service for our fiscal years 2018 and 2019. Refer to Note 14 of the Notes to the Consolidated Financial
Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.
39
Climate Change
To date, there has been no material impact to our results of operations associated with global sustainability regulations,
compliance, costs from sourcing renewable energy or climate-related business trends.
Adoption of New and Recently Issued Accounting Pronouncements
Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on
Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Investment and Interest Rate Risk
We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment
portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and strategic
growth of our businesses.
As of the end of fiscal year 2023, we performed a sensitivity analysis on our investment portfolio. According to our
analysis, parallel shifts in the yield curve of both plus or minus 0.5% would result in changes in fair values for these
investments of $17 million.
As of the end of fiscal year 2023, we had $11.00 billion of senior Notes outstanding. We carry the Notes at face value less
unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no financial
statement risk associated with changes in interest rates. Refer to Note 12 of the Notes to the Consolidated Financial
Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
Foreign Exchange Rate Risk
We consider our direct exposure to foreign exchange rate fluctuations to be minimal as our sales are in United States
dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rate
movements. Gains or losses from foreign currency remeasurement are included in other income or expense. The impact
of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2023
and 2022.
Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and,
therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to
other currencies would make our products more expensive, which could negatively impact our ability to compete.
Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers
raising their prices in order to continue doing business with us. Additionally, we have international operations and incur
expenditures in currencies other than U.S. dollars. Our operating expenses benefit from a stronger dollar and are
adversely affected by a weaker dollar. The primary currency we hedge is Israeli Shekel.
We use foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our
operating expenses. We designate these contracts as cash flow hedges and assess the effectiveness of the hedge
relationships on a spot to spot basis. Gains or losses on the contracts are recorded in accumulated other comprehensive
income or loss, and then reclassified to operating expense when the related operating expenses are recognized in
earnings or ineffectiveness should occur.
We also use foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary
assets and liabilities that are denominated in currencies other than U.S. dollar. These forward contracts were not
designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other
income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and
liabilities, which is also recorded in other income or expense.
If the U.S. dollar strengthened by 10% as of January 29, 2023 and January 30, 2022, the amount recorded in accumulated
other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been
approximately $112 million and $103 million lower, respectively. Change in value recorded in accumulated other
comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency
expenses when recognized.
If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have
resulted in an adverse impact on income before taxes of approximately $36 million and $41 million as of January 29, 2023
and January 30, 2022, respectively. These changes in fair values would be offset in other income (expense), net by
corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the
hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances.
Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form
10-K for additional information.
40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in
this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation as of January 29, 2023, our management, including our Chief Executive Officer and Chief
Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) were effective to provide reasonable assurance.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of January 29, 2023 based on the criteria set forth in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, our
management concluded that our internal control over financial reporting was effective as of January 29, 2023.
The effectiveness of our internal control over financial reporting as of January 29, 2023 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included
herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended January 29, 2023
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In
fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our
existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report
operating results. The upgrade will occur in phases. During the second quarter of fiscal year 2023, we completed the
consolidated financial reporting phase of the implementation, which included updating our internal control over financial
reporting. We will continue to evaluate each quarter whether there are changes that materially affect our internal control
over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
NVIDIA have been detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
41
PART III
Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy
statement pursuant to Regulation 14A, or the 2023 Proxy Statement, no later than 120 days after the end of fiscal year
2023, and certain information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of Directors
Information regarding directors required by this item will be contained in our 2023 Proxy Statement under the caption
“Proposal 1 - Election of Directors,” and is hereby incorporated by reference.
Identification of Executive Officers
Reference is made to the information regarding executive officers appearing under the heading “Information About Our
Executive Officers” in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference.
Identification of Audit Committee and Financial Experts
Information regarding our Audit Committee required by this item will be contained in our 2023 Proxy Statement under
the captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors
and Corporate Governance,” and is hereby incorporated by reference.
Material Changes to Procedures for Recommending Directors
Information regarding procedures for recommending directors required by this item will be contained in our 2023 Proxy
Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby
incorporated by reference.
Delinquent Section 16(a) Reports
Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our
2023 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and is hereby incorporated by reference.
Code of Conduct
Information regarding our Code of Conduct required by this item will be contained in our 2023 Proxy Statement under the
caption “Information About the Board of Directors and Corporate Governance - Code of Conduct,” and is hereby
incorporated by reference. The full text of our Code of Conduct and Financial Team Code of Conduct are published on the
Investor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either
code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the
nature of the amendment or waiver on our website or in a report on Form 8-K. The contents of our website are not a part
of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding our executive compensation required by this item will be contained in our 2023 Proxy Statement
under the captions “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation”, “Director
Compensation” and “Compensation Committee Report,” and is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Ownership of NVIDIA Securities
Information regarding ownership of NVIDIA securities required by this item will be contained in our 2023 Proxy Statement
under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by
reference.
Equity Compensation Plan Information
Information regarding our equity compensation plans required by this item will be contained in our 2023 Proxy Statement
under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding related transactions and director independence required by this item will be contained in our 2023
Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of
42
Directors and Corporate Governance - Independence of the Members of the Board of Directors,” and is hereby
incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding accounting fees and services required by this item will be contained in our 2023 Proxy Statement
under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by
reference.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
1.
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
Consolidated Statements of Income for the years ended January 29, 2023, January 30, 2022, and January 31,
2021
Consolidated Statements of Comprehensive Income for the years ended January 29, 2023, January 30, 2022,
and January 31, 2021
Consolidated Balance Sheets as of January 29, 2023 and January 30, 2022
Consolidated Statements of Shareholders’ Equity for the years ended January 29, 2023, January 30, 2022, and
January 31, 2021
Consolidated Statements of Cash Flows for the years ended January 29, 2023, January 30, 2022, and January
31, 2021
Notes to the Consolidated Financial Statements
2.
Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts for the years ended January 29, 2023, January 30, 2022, and
January 31, 2021
3.
Exhibits
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this
Annual Report on Form 10-K.
Page
44
46
47
48
49
50
51
74
75
43
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NVIDIA Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the
“Company”) as of January 29, 2023 and January 30, 2022, and the related consolidated statements of income,
comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 29,
2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2)
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control
over financial reporting as of January 29, 2023, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of January 29, 2023 and January 30, 2022, and the results of its operations and its cash flows
for each of the three years in the period ended January 29, 2023 in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of January 29, 2023, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
44
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates
to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments
As described in Notes 1, 10 and 13 to the consolidated financial statements, the Company charges cost of sales for
inventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase
commitments. Most of the Company’s inventory provisions relate to excess quantities of products, based on the
Company’s inventory levels and future product purchase commitments compared to assumptions about future demand
and market conditions. As of January 29, 2023, the Company’s consolidated inventories balance was $5,159 million and
the Company’s consolidated outstanding inventory purchase and long-term supply obligations balance was $4,920 million,
of which a significant portion relates to inventory purchase obligations.
The principal considerations for our determination that performing procedures relating to the valuation of inventories,
specifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit
matter are the significant judgment by management when developing provisions for excess or obsolete inventories and
excess product purchase commitments, including developing assumptions related to future demand and market
conditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and
evaluating management’s assumptions related to future demand and market conditions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to management’s provisions for excess or obsolete inventories and excess product purchase commitments,
including controls over management’s assumptions related to future demand and market conditions. These procedures
also included, among others, testing management’s process for developing the provisions for excess or obsolete
inventories and excess product purchase commitments; evaluating the appropriateness of management’s approach;
testing the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of
management’s assumptions related to future demand and market conditions. Evaluating management’s assumptions
related to future demand and market conditions involved evaluating whether the assumptions used by management were
reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external
market and industry data, and (iii) changes in technology.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 24, 2023
We have served as the Company’s auditor since 2004.
45
NVIDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
Revenue
Cost of revenue
Gross profit
Operating expenses
Research and development
Sales, general and administrative
Acquisition termination cost
Total operating expenses
Income from operations
Interest income
Interest expense
Other, net
Other income (expense), net
Income before income tax
Income tax expense (benefit)
Net income
Net income per share:
Basic
Diluted
Weighted average shares used in per share computation:
Basic
Diluted
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
$
26,974 $
26,914 $
11,618
15,356
7,339
2,440
1,353
11,132
4,224
267
(262)
(48)
(43)
4,181
(187)
9,439
17,475
5,268
2,166
—
7,434
10,041
29
(236)
107
(100)
9,941
189
$
$
$
4,368 $
9,752 $
1.76 $
1.74 $
3.91 $
3.85 $
2,487
2,507
2,496
2,535
16,675
6,279
10,396
3,924
1,940
—
5,864
4,532
57
(184)
4
(123)
4,409
77
4,332
1.76
1.73
2,467
2,510
See accompanying notes to the consolidated financial statements.
46
NVIDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Other comprehensive income (loss), net of tax
Available-for-sale debt securities:
Net unrealized gain (loss)
Reclassification adjustments for net realized gain (loss) included in net income
Net change in unrealized loss
Cash flow hedges:
Net unrealized gain (loss)
Reclassification adjustments for net realized gain (loss) included in net income
Net change in unrealized gain (loss)
Other comprehensive income (loss), net of tax
Total comprehensive income
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
$
4,368 $
9,752 $
4,332
(31)
1
(30)
47
(49)
(2)
(32)
(16)
—
(16)
(43)
29
(14)
(30)
2
(2)
—
9
9
18
18
$
4,336 $
9,722 $
4,350
See accompanying notes to the consolidated financial statements.
47
NVIDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents
Marketable securities
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease assets
Goodwill
Intangible assets, net
Deferred income tax assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued and other current liabilities
Short-term debt
Total current liabilities
Long-term debt
Long-term operating lease liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies - see Note 13
Shareholders’ equity:
Preferred stock, $0.001 par value; 2 shares authorized; none issued
Common stock, $0.001 par value; 8,000 shares authorized; 2,466 shares issued and outstanding as of
January 29, 2023; 2,506 shares issued and outstanding as of January 30, 2022
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total shareholders' equity
Total liabilities and shareholders' equity
See accompanying notes to the consolidated financial statements.
January 29,
2023
January 30,
2022
$
3,389 $
9,907
3,827
5,159
791
23,073
3,807
1,038
4,372
1,676
3,396
3,820
1,990
19,218
4,650
2,605
366
28,829
2,778
829
4,349
2,339
1,222
3,841
$
41,182 $
44,187
$
1,193 $
4,120
1,250
6,563
9,703
902
1,913
19,081
—
2
11,971
(43)
10,171
22,101
$
41,182 $
1,783
2,552
—
4,335
10,946
741
1,553
17,575
—
3
10,385
(11)
16,235
26,612
44,187
48
NVIDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Common Stock
Outstanding
Additional Paid-in
Treasury
Accumulated Other
Comprehensive
Retained
Total
Shareholders'
Shares
Amount
Capital
Stock
Income (Loss)
Earnings
Equity
(In millions, except per share data)
Balances, January 26, 2020
Net income
Other comprehensive income
Issuance of common stock from stock plans
Tax withholding related to vesting of restricted stock units
Cash dividends declared and paid ($0.16 per common share)
Fair value of partially vested equity awards assumed in connection with acquisitions
Stock-based compensation
Balances, January 31, 2021
Net income
Other comprehensive loss
Issuance of common stock from stock plans
Tax withholding related to vesting of restricted stock units
Cash dividends declared and paid ($0.16 per common share)
Fair value of partially vested equity awards assumed in connection with acquisitions
Stock-based compensation
Retirement of Treasury Stock
Balances, January 30, 2022
Net income
Other comprehensive loss
Issuance of common stock from stock plans
Tax withholding related to vesting of restricted stock units
Shares repurchased
Cash dividends declared and paid ($0.16 per common share)
Stock-based compensation
Balances, January 29, 2023
2,450 $
3 $
7,043 $
(9,814) $
1 $
14,971 $
—
—
40
(11)
—
—
—
2,479
—
—
35
(8)
—
—
—
—
2,506
—
—
31
(8)
(63)
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
3
—
—
—
—
(1)
—
—
—
—
194
—
—
86
1,396
8,719
—
—
281
(614)
—
18
2,001
—
—
—
(942)
—
—
—
(10,756)
—
—
—
(1,290)
—
—
—
(20)
12,046
10,385
—
—
355
(1,475)
(4)
—
2,710
—
—
—
—
—
—
—
—
—
18
—
—
—
—
—
19
—
(30)
—
—
—
—
—
—
(11)
—
(32)
—
—
—
—
—
4,332
—
—
—
(395)
—
—
18,908
9,752
—
—
—
(399)
—
—
(12,026)
16,235
4,368
—
—
—
(10,034)
(398)
—
12,204
4,332
18
194
(942)
(395)
86
1,396
16,893
9,752
(30)
281
(1,904)
(399)
18
2,001
—
26,612
4,368
(32)
355
(1,475)
(10,039)
(398)
2,710
22,101
See accompanying notes to the consolidated financial statements.
2,466 $
2 $
11,971 $
— $
(43) $
10,171 $
49
NVIDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense
Depreciation and amortization
Acquisition termination cost
Losses (gains) on investments in non-affiliates, net
Deferred income taxes
Other
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued and other current liabilities
Other long-term liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from maturities of marketable securities
Proceeds from sales of marketable securities
Purchases of marketable securities
Purchases related to property and equipment and intangible assets
Acquisitions, net of cash acquired
Investments and other, net
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds related to employee stock plans
Payments related to repurchases of common stock
Payments related to tax on restricted stock units
Dividends paid
Principal payments on property and equipment
Issuance of debt, net of issuance costs
Repayment of debt
Other
Net cash provided by (used in) financing activities
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net
Cash paid for interest
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
$
4,368 $
9,752 $
4,332
2,709
1,544
1,353
45
(2,164)
(7)
822
(2,554)
(1,517)
(551)
1,341
252
5,641
19,425
1,806
(11,897)
(1,833)
(49)
(77)
7,375
355
(10,039)
(1,475)
(398)
(58)
—
—
(2)
(11,617)
1,399
1,990
2,004
1,174
—
(100)
(406)
47
(2,215)
(774)
(1,715)
568
581
192
9,108
15,197
1,023
(24,787)
(976)
(263)
(24)
(9,830)
281
—
(1,904)
(399)
(83)
4,977
(1,000)
(7)
1,865
1,143
847
$
$
$
3,389 $
1,990 $
1,404 $
254 $
396 $
246 $
1,397
1,098
—
—
(282)
(20)
(550)
(524)
(394)
312
290
163
5,822
8,792
527
(19,308)
(1,128)
(8,524)
(34)
(19,675)
194
—
(942)
(395)
(17)
4,968
—
(4)
3,804
(10,049)
10,896
847
249
138
See accompanying notes to the consolidated financial statements.
50
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies
Our Company
Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in
Delaware in April 1998.
All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.
Fiscal Year
We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2023 and 2022 were both 52-
week years. Fiscal year 2021 was a 53-week year.
Reclassifications
Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.
Prior period intangible asset gross carrying amount and accumulated amortization in Note 7 have been adjusted to write
off immaterial fully amortized intangible assets as of January 30, 2022.
Principles of Consolidation
Our consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ materially from our estimates. On an on-going basis, we evaluate our estimates, including those
related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories, income
taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other
charges, and other contingencies. The inputs into our judgments and estimates consider the economic implications of
COVID-19. These estimates are based on historical facts and various other assumptions that we believe are reasonable.
In February 2023, we completed an assessment of the useful lives of our property, plant, and equipment. Based on
advances in technology and usage rate, we increased the estimated useful life of a majority of the server, storage, and
network equipment from three to a range of four to five years, and assembly and test equipment from five to seven
years. This change in accounting estimate became effective at the beginning of fiscal year 2024. Based on the carrying
amounts of a majority of our server, storage, network, and assembly and test equipment, net in use as of the end of fiscal
year 2023, it is estimated this change will increase our fiscal year 2024 operating income by $133 million as a result of the
reduction in depreciation expense.
Revenue Recognition
We derive our revenue from product sales, including hardware and systems, license and development arrangements,
software licensing, and cloud services. We determine revenue recognition through the following steps: (1) identification
of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the
transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is
allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the
standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a
performance obligation.
Product Sales Revenue
Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects
the consideration we expect to receive in exchange for those products. Certain products are sold with support or an
extended warranty for the incorporated system, hardware, and/or software. Support and extended warranty revenue are
recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for
returns, customer programs and any taxes collected from customers.
For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for
estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if
51
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional
sales return allowances are required to properly reflect our estimated exposure for product returns.
Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in
various target markets, and marketing development funds, or MDFs, which represent monies paid to our partners that
are earmarked for market segment development and are designed to support our partners’ activities while also
promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for potential
rebates and MDFs based on the amount we expect to be claimed by customers.
License and Development Arrangements
Our license and development arrangements with customers typically require significant customization of our IP
components. As a result, we recognize the revenue from the license and the revenue from the development services as a
single performance obligation over the period in which the development services are performed. We measure progress to
completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each
project. If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period.
Software Licensing
Our software licenses provide our customers with a right to use the software when it is made available to the customer.
Customers may purchase either perpetual licenses or subscriptions to licenses, which differ mainly in the duration over
which the customer benefits from the software. Software licenses are frequently sold along with the right to receive, on a
when-and-if available basis, future unspecified software updates and upgrades. Revenue from software licenses is
recognized up front when the software is made available to the customer. Software support revenue is recognized ratably
over the service period, or as services are performed.
Cloud Services
Cloud services, which allow customers to use hosted software and hardware infrastructure without taking possession of
the software or hardware, are provided on a subscription basis or a combination of subscription plus usage. Revenue
related to subscription-based cloud services is recognized ratably over the contract period. Revenue related to cloud
services based on usage is recognized as usage occurs.
Product Warranties
We generally offer a limited warranty to end-users that ranges from one to three years for products in order to repair or
replace products for any manufacturing defects or hardware component failures. Cost of revenue includes the estimated
cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may
offer an extended limited warranty to customers for certain products. We also accrue for known warranty and
indemnification issues if a loss is probable and can be reasonably estimated.
Stock-based Compensation
We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair
value of awards of restricted stock units, or RSUs, and performance stock units that are based on our corporate financial
performance targets, or PSUs. We use a Monte Carlo simulation on the date of grant to estimate the fair value of
performance stock units that are based on market conditions, or market-based PSUs. The compensation expense for
RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service
period while compensation expense for PSUs is recognized using an accelerated amortization model. We estimate the fair
value of shares to be issued under our employee stock purchase plan, or ESPP, using the Black-Scholes model at the
commencement of an offering period in March and September of each year. Stock-based compensation for our ESPP is
expensed using an accelerated amortization model. Additionally, we estimate forfeitures at least annually based on
historical experience and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those
estimates.
Litigation, Investigation and Settlement Costs
We currently, are, and will likely continue to be subject to claims, litigation, and other actions, including potential
regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment,
competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters.
There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions
or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or
judgments. If information becomes available that causes us to determine that a loss in any of our pending litigation,
investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will
record the loss in accordance with U.S. GAAP. However, the actual liability in any such litigation or investigation may be
materially different from our estimates, which could require us to record additional costs.
52
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Foreign Currency Remeasurement
We use the United States dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and
liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities
such as property and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are
remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance
sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement
are included in earnings in our Consolidated Statements of Income and to date have not been significant.
Income Taxes
We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or
refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or
liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards;
and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on
available evidence and judgment, are not expected to be realized.
Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing
with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change
based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in
the United States, or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we
recognize liabilities for potential United States and foreign income tax contingencies based on our estimate of whether,
and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or
if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or
additional income tax expense in our financial statements accordingly.
As of January 29, 2023, we had a valuation allowance of $1.48 billion related to capital loss carryforwards, state, and
certain other deferred tax assets that management determined are not likely to be realized due to jurisdictional
projections of future taxable income, including capital gains, tax attributes usage limitation by certain jurisdictions, and
potential utilization limitations of tax attributes acquired as a result of stock ownership changes. To the extent realization
of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as an income tax
benefit during the period.
We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon
audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to
unrecognized tax benefits as a component of income tax expense.
Net Income Per Share
Basic net income per share is computed using the weighted average number of common shares outstanding during the
period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive
shares outstanding during the period, using the treasury stock method. Under the treasury stock method, the effect of
equity awards outstanding is not included in the computation of diluted net income per share for periods when their
effect is anti-dilutive.
Cash and Cash Equivalents and Marketable Securities
We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three
months or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt
investments with maturities of greater than three months when purchased. We currently classify our investments as
current based on the nature of the investments and their availability for use in current operations.
We classify our cash equivalents and marketable securities related to debt securities at the date of acquisition as
available-for-sale. These available-for-sale debt securities are reported at fair value with the related unrealized gains and
losses included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax. The
fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on the sale of
marketable securities are determined using the specific-identification method and recorded in the other income
(expense), net, section of our Consolidated Statements of Income.
Available-for-sale debt investments are subject to a periodic impairment review. If the estimated fair value of available-
for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected
credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or
we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs
are recognized in the other income (expense), net section of our Consolidated Statements of Income.
53
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Fair Value of Financial Instruments
The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair
values due to their relatively short maturities as of January 29, 2023 and January 30, 2022. Marketable securities are
comprised of available-for-sale securities that are reported at fair value with the related unrealized gains or losses
included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax. Fair value
of the marketable securities is determined based on quoted market prices. Derivative instruments are recognized as
either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as fair
value hedges, the gains or losses are recognized in earnings in the periods of change together with the offsetting losses
or gains on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash-flow
hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other
comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in
earnings. For derivative instruments not designated for hedge accounting, changes in fair value are recognized in
earnings.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents,
marketable securities, and accounts receivable. Our investment policy requires the purchase of highly-rated fixed income
securities, the diversification of investment type and credit exposures, and includes certain limits on our portfolio
duration. We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for
potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on
overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit insurance and letters of
credit.
Inventories
Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-
out basis. Inventory costs consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing
and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test
yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We
charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for
obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to
excess quantities of products, based on our inventory levels and future product purchase commitments compared to
assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it
creates a new cost basis for the inventory that is not subsequently written-up. We record a liability for noncancelable
purchase commitments with suppliers for quantities in excess of our future demand forecasts consistent with our
valuation of obsolete or excess inventory.
Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment is computed using the straight-line
method based on the estimated useful lives of the assets, generally three to five years. Once an asset is identified for
retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss
is recorded. The estimated useful lives of our buildings are up to thirty years. Depreciation expense includes the
amortization of assets recorded under finance leases. Leasehold improvements and assets recorded under finance leases
are amortized over the shorter of the expected lease term or the estimated useful life of the asset.
Leases
We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12
months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease
liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the
lease term and lease liabilities represent our obligation to make lease payments over the lease term.
Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments
discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and
prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease
when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over
the lease term.
We combine the lease and non-lease components in determining the operating lease assets and liabilities.
54
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Goodwill
Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of
potential impairment exist. For the purposes of completing our impairment test, we perform either a qualitative or a
quantitative analysis on a reporting unit basis.
Qualitative factors include industry and market considerations, overall financial performance, and other relevant events
and factors affecting the reporting units.
The quantitative impairment test considers both the income approach and the market approach to estimate a reporting
unit’s fair value. The income and market valuation approaches consider factors that include, but are not limited to,
prospective financial information, growth rates, residual values, discount rates and comparable multiples from publicly
traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic
factors and the future profitability of our business.
Intangible Assets and Other Long-Lived Assets
Intangible assets primarily represent acquired intangible assets including developed technology, in-process research and
development, or IPR&D, and customer relationships, as well as rights acquired under technology licenses, patents, and
acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years
using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or
otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. We initially
capitalize the fair value of IPR&D as an intangible asset with an indefinite life. When IPR&D projects are completed, we
reclassify the IPR&D as an amortizable purchased intangible asset and amortize over the asset’s estimated useful life.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group
may not be recoverable. Recoverability of assets or asset groups to be held and used is measured by a comparison of the
carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by
the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the
estimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash
flows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately
presented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair
value less costs to sell, and would no longer be depreciated.
Business Combination
We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and
intangible assets acquired, including IPR&D, based on their estimated fair values. The excess of the fair value of the
purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill.
Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and
assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing
intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used
to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and,
therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one
year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the
corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value
of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our
Consolidated Statements of Income.
Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.
Investment in Non-Affiliated Entities
Non-marketable equity investments in privately-held companies are recorded at fair value on a non-recurring basis only if
an impairment or observable price adjustment occurs in the period with changes in fair value recorded through net
income. These investments are valued using observable and unobservable inputs or data in an inactive market and the
valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The estimated fair
value is based on quantitative and qualitative factors including subsequent financing activities by the investee.
Marketable equity investments in publicly-held companies are recorded at fair value with the related unrealized and
realized gains and losses recognized in other income (expense), net.
55
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2 - Business Combination
Termination of the Arm Share Purchase Agreement
In February 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement whereby NVIDIA
would have acquired Arm from SoftBank. The parties agreed to terminate due to significant regulatory challenges
preventing the completion of the transaction. We recorded an acquisition termination cost of $1.35 billion in fiscal year
2023 reflecting the write-off of the prepayment provided at signing.
Acquisition of Mellanox Technologies, Ltd.
In April 2020, we completed the acquisition of all outstanding shares of Mellanox for a total purchase consideration of
$7.13 billion.
Purchase Price Allocation
The aggregate purchase consideration has been allocated as follows (in millions):
Purchase Price
Cash paid for outstanding Mellanox ordinary shares (1)
Cash for Mellanox equity awards (2)
Total cash consideration
Fair value of Mellanox equity awards assumed by NVIDIA (3)
Total purchase consideration
Allocation
Cash and cash equivalents
Marketable securities
Accounts receivable, net
Inventories
Prepaid expenses and other assets
Property and equipment, net
Goodwill
Intangible assets
Accounts payable
Accrued and other current liabilities
Income tax liability
Deferred income tax liability
Other long-term liabilities
$
$
$
$
7,033
16
7,049
85
7,134
115
699
216
320
179
144
3,431
2,970
(136)
(236)
(191)
(258)
(119)
7,134
(1) Represents the cash consideration of $125.00 per share paid to Mellanox shareholders for approximately 56 million shares of outstanding Mellanox
ordinary shares.
(2) Represents the cash consideration for the settlement of approximately 249 thousand Mellanox stock options held by employees and non-employee
directors of Mellanox.
(3) Represents the fair value of Mellanox’s stock-based compensation awards attributable to pre-combination services.
We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the
estimated fair values.
The goodwill is primarily attributable to the planned growth in the combined business of NVIDIA and Mellanox. Goodwill is
not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of
impairment. Goodwill recognized in the acquisition is not expected to be deductible for foreign tax purposes. Goodwill
arising from the Mellanox acquisition has been allocated to the Compute and Networking segment. Refer to Note 17 –
Segment Information for further details on segments.
The operating results of Mellanox have been included in our consolidated financial statements for fiscal year 2021 since
the acquisition date of April 27, 2020. Revenue attributable to Mellanox was approximately 10% for fiscal year 2021.
There is not a practical way to determine net income attributable to Mellanox due to integration. Acquisition-related costs
attributable to Mellanox of $28 million were included in selling, general and administrative expense for fiscal year 2021.
56
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Intangible Assets
The estimated fair value and useful life of the acquired intangible assets at the time of the acquisition are as follows:
Developed technology (1)
Customer relationships (2)
Order backlog (3)
Trade names (4)
Total identified finite-lived intangible assets
IPR&D (5)
Total identified intangible assets
Fair Value
(In millions)
Useful Lives
1,640
440
5 years
3 years
190 Based on actual shipments
70
2,340
630
2,970
5 years
N/A
$
$
(1) The fair value of developed technology was identified using the Multi-Period Excess Earnings Method.
(2) Customer relationships represent the fair value of the existing relationships using the With and Without Method.
(3) Order backlog represents primarily the fair value of purchase arrangements with customers using the Multi-Period Excess Earnings Method. The
intangible asset was fully amortized as of January 31, 2021.
(4) Trade names primarily relate to Mellanox trade names and fair value was determined by applying the Relief-from-Royalty Method under the income
approach.
(5) The fair value of IPR&D was determined using the Multi-Period Excess Earnings Method.
The fair value of the finite-lived intangible assets will be amortized over the estimated useful lives based on the pattern in
which the economic benefits are expected to be received to cost of revenue and operating expenses.
Mellanox had an IPR&D project associated with the next generation interconnect product that had not yet reached
technological feasibility as of the acquisition date. Accordingly, we recorded an indefinite-lived intangible asset of
$630 million for the fair value of this project, which was initially not amortized. In fiscal year 2023, we commenced
amortization of the IPR&D intangible asset.
Supplemental Unaudited Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and
Mellanox as if the companies were combined as of the beginning of fiscal year 2020:
Revenue
Net income
Pro Forma
Year Ended
January 31, 2021
(In millions)
$
$
17,104
4,757
The unaudited pro forma information presented above includes adjustments related to amortization of acquired
intangible assets, adjustments to stock-based compensation expense, fair value of acquired inventory, and transaction
costs. The unaudited pro forma information is for informational purposes only and is not necessarily indicative of our
consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of
fiscal year 2020 or of the results of our future operations of the combined businesses.
The pro forma results for fiscal year 2021 excluded the inventory step-up expense of $161 million. There were no other
material nonrecurring adjustments.
Note 3 - Leases
Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international
office facilities, and data center space, with lease periods expiring between fiscal years 2024 and 2035.
57
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Future minimum lease payments under our non-cancelable operating leases as of January 29, 2023, are as follows:
Fiscal Year:
2024
2025
2026
2027
2028
2029 and thereafter
Total
Less imputed interest
Present value of net future minimum lease payments
Less short-term operating lease liabilities
Long-term operating lease liabilities
Operating Lease
Obligations
(In millions)
$
$
220
198
180
166
144
323
1,231
153
1,078
176
902
In addition to above, we have operating leases, primarily for our data centers, that are expected to commence within
fiscal years 2024 and 2025 with lease terms of 2 to 8 years for $463 million.
Operating lease expense for fiscal years 2023, 2022, and 2021 was $193 million, $168 million, $145 million, respectively.
Short-term and variable lease expenses for fiscal years 2023, 2022, and 2021 were not significant.
Other information related to leases was as follows:
January 29, 2023
January 30, 2022
January 31, 2021
Year Ended
(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases
Operating lease assets obtained in exchange for lease
obligations
$
$
184 $
358 $
154 $
266 $
141
200
As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted
average discount rate of 3.21%. As of January 30, 2022, our operating leases had a weighted average remaining lease
term of 7.1 years and a weighted average discount rate of 2.51%.
Note 4 - Stock-Based Compensation
Our stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that
are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market
conditions, or market-based PSUs, and our ESPP.
Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to
inventory, as follows:
Cost of revenue
Research and development
Sales, general and administrative
Total
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
$
138 $
141 $
1,892
680
1,298
565
88
860
449
2,710 $
2,004 $
1,397
Stock-based compensation capitalized in inventories was not significant during fiscal years 2023, 2022, and 2021.
58
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following is a summary of equity awards granted under our equity incentive plans:
RSUs, PSUs and Market-based PSUs
Awards granted
Estimated total grant-date fair value
Weighted average grant-date fair value per share
ESPP
Shares purchased
Weighted average price per share
Weighted average grant-date fair value per share
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
(In millions, except per share data)
$
$
$
$
25
18
4,505 $
3,492 $
183.72 $
190.69 $
3
122.54 $
51.87 $
5
56.36 $
23.24 $
36
2,764
76.81
4
34.80
16.91
As of January 29, 2023, there was $6.56 billion of aggregate unearned stock-based compensation expense. This amount
is expected to be recognized over a weighted average period of 2.6 years for RSUs, PSUs, and market-based PSUs, and 1.0
year for ESPP.
The fair value of shares issued under our ESPP have been estimated with the following assumptions:
ESPP
Weighted average expected life (in years)
Risk-free interest rate
Volatility
Dividend yield
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
(Using the Black-Scholes model)
0.1-2.0
—%-4.6%
43%-72%
0.1%
0.1-2.0
—%-0.5%
20%-58%
0.1%
0.1-2.0
0.1%-1.6%
26%-89%
0.1%-0.3%
For ESPP shares, the expected term represents the average term from the first day of the offering period to the
purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on
Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated
using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based
PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based
PSUs are discounted for the dividend yield.
Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates
of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on
historical experience.
Equity Incentive Program
We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following
equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain
stock-based awards granted under their stock incentive plans and converted them into our RSUs.
Amended and Restated 2007 Equity Incentive Plan
In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, as most recently amended and
restated, or the 2007 Plan.
The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock,
restricted stock units, stock appreciation rights, performance stock awards, performance cash awards, and other stock-
based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of
January 29, 2023, up to 47 million shares of our common stock could be issued pursuant to stock awards granted under
the 2007 Plan, of which 2 million shares were issuable upon the exercise of outstanding stock options. All options are fully
vested, the last of which will expire by December 2023 if not exercised. Currently, we grant RSUs, PSUs and market-based
PSUs under the 2007 Plan, under which, as of January 29, 2023, there were 160 million shares available for future grants.
59
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service,
with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting
quarterly thereafter, (B) over a three-year period, subject to continued service, with 40% vesting on a pre-determined date
that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter, or (C) over a four-year period,
subject to continued service, with 6.25% vesting quarterly. PSUs vest over a four-year period, subject to continued
service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting
quarterly thereafter. Market-based PSUs vest 100% on approximately the three-year anniversary of the date of grant.
However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is generally
determined by the Compensation Committee based on achievement of pre-determined criteria.
Amended and Restated 2012 Employee Stock Purchase Plan
In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, as most recently
amended and restated, or the 2012 Plan.
Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of
common stock. The Board may decrease this percentage at its discretion. Each offering period is approximately 24
months, which is generally divided into four purchase periods of six months. The price of common stock purchased under
our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date
of each offering period or the fair market value of the common stock on each purchase date within the offering. As of
January 29, 2023, we had 230 million shares reserved for future issuance under the 2012 Plan.
Equity Award Activity
The following is a summary of our equity award transactions under our equity incentive plans:
Balances, January 30, 2022
Granted
Vested restricted stock
Canceled and forfeited
Balances, January 29, 2023
Vested and expected to vest after January 29, 2023
RSUs, PSUs and Market-based PSUs Outstanding
Number of Shares
Weighted Average Grant-Date
Fair Value
(In millions, except per share data)
46
25
$
$
(24) $
(2) $
45
45
$
$
114.19
183.72
100.06
141.17
158.45
158.35
As of January 29, 2023 and January 30, 2022, there were 160 million and 131 million shares, respectively, of common
stock available for future grants under our equity incentive plans.
As of January 29, 2023, the total intrinsic value of options currently exercisable and outstanding was $410 million, with an
average exercise price of $3.79 per share and an average remaining term of 0.5 years. The total intrinsic value of options
exercised was $642 million, $741 million, and $521 million for fiscal years 2023, 2022, and 2021, respectively. Upon the
exercise of an option, we issue a new share of stock.
The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 29, 2023,
January 30, 2022, and January 31, 2021, was $4.27 billion, $5.56 billion, and $2.67 billion, respectively.
60
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5 - Net Income Per Share
The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the
periods presented:
Numerator:
Net income
Denominator:
Basic weighted average shares
Dilutive impact of outstanding equity awards
Diluted weighted average shares
Net income per share:
Basic (1)
Diluted (2)
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
(In millions, except per share data)
$
4,368 $
9,752 $
4,332
2,487
20
2,507
2,496
39
2,535
$
$
1.76 $
1.74 $
3.91 $
3.85 $
2,467
43
2,510
1.76
1.73
12
Equity awards excluded from diluted net income per share because their effect would have
been anti-dilutive
40
21
(1) Calculated as net income divided by basic weighted average shares.
(2) Calculated as net income divided by diluted weighted average shares.
Note 6 - Goodwill
As of January 29, 2023, the total carrying amount of goodwill was $4.37 billion, consisting of goodwill balances allocated
to our Compute & Networking and Graphics reporting units of $4.00 billion and $370 million, respectively. As of
January 30, 2022, the total carrying amount of goodwill was $4.35 billion, consisting of goodwill balances allocated to our
Compute & Networking and Graphics reporting units of $3.99 billion and $361 million, respectively. Goodwill increased by
$23 million in fiscal year 2023 from acquisitions. We assigned $14 million of the increase in goodwill to our Compute &
Networking segment and assigned $9 million of the increase to our Graphics segment. During the fourth quarters of
fiscal years 2023, 2022, and 2021, we completed our annual qualitative impairment tests and concluded that goodwill was
not impaired in any of these years.
Note 7 - Amortizable Intangible Assets
The components of our amortizable intangible assets are as follows:
Gross
Carrying
Amount
January 29, 2023
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
(In millions)
January 30, 2022
Accumulated
Amortization
Net
Carrying
Amount
Acquisition-related intangible
assets (1)
$
3,093 $
(1,614) $
1,479 $
3,061 $
Patents and licensed technology
446
(249)
197
446
(947) $
(221)
Total intangible assets
$
3,539 $
(1,863) $
1,676 $
3,507 $
(1,168) $
2,114
225
2,339
(1) During the first quarter of fiscal year 2023, we commenced amortization of a $630 million in-process research and development intangible asset
related to our acquisition of Mellanox.
Amortization expense associated with intangible assets for fiscal years 2023, 2022, and 2021 was $699 million, $563
million, and $612 million, respectively. Future amortization expense related to the net carrying amount of intangible
assets as of January 29, 2023 is estimated to be $602 million in fiscal year 2024, $541 million in fiscal year 2025, $247
million in fiscal year 2026, $142 million in fiscal year 2027, $35 million in fiscal year 2028, and $109 million in fiscal year
2029 and thereafter.
Note 8 - Cash Equivalents and Marketable Securities
Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt
securities.
61
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following is a summary of cash equivalents and marketable securities as of January 29, 2023 and January 30, 2022:
January 29, 2023
Reported as
Amortized
Cost
Unrealized
Gain
Unrealized
Loss
Estimated
Fair Value
Cash
Equivalents
Marketable
Securities
(In millions)
Corporate debt securities
$
4,809 $
— $
(12) $
4,797 $
1,087 $
3,710
Debt securities issued by the United
States Treasury
Debt securities issued by United States
government agencies
Money market funds
Certificates of deposit
Foreign government bonds
4,185
1,836
1,777
365
140
1
—
—
—
—
(44)
(2)
—
—
—
4,142
1,834
1,777
365
140
—
50
1,777
134
100
4,142
1,784
—
231
40
Total
$
13,112 $
1 $
(58) $
13,055 $
3,148 $
9,907
January 30, 2022
Reported as
Amortized
Cost
Unrealized
Gain
Unrealized
Loss
Estimated
Fair Value
Cash Equivalents
Marketable
Securities
(In millions)
Corporate debt securities
$
9,977 $
— $
(3) $
9,974 $
1,102 $
8,872
Debt securities issued by the United
States Treasury
Debt securities issued by United
States government agencies
Certificates of deposit
Money market funds
Foreign government bonds
7,314
1,612
1,561
316
150
—
—
—
—
—
(14)
—
—
—
—
7,300
1,612
1,561
316
150
—
256
21
316
—
7,300
1,356
1,540
—
150
Total
$
20,930 $
— $
(17) $
20,913 $
1,695 $
19,218
The following tables provide the breakdown of unrealized losses as of January 29, 2023 and January 30, 2022, aggregated
by investment category and length of time that individual securities have been in a continuous loss position:
Less than 12 Months
12 Months or Greater
Total
Estimated Fair
Value
Gross
Unrealized Loss
Estimated Fair
Value
Gross
Unrealized Loss
Estimated Fair
Value
Gross
Unrealized Loss
January 29, 2023
(In millions)
Debt securities issued by the United
States Treasury
Corporate debt securities
Debt securities issued by United States
government agencies
$
2,444 $
(21) $
1,172 $
(23) $
3,616 $
1,188
1,307
(7)
(2)
696
—
(5)
—
1,884
1,307
Total
$
4,939 $
(30) $
1,868 $
(28) $
6,807 $
(44)
(12)
(2)
(58)
Less than 12 Months
12 Months or Greater
Total
Estimated Fair
Value
Gross
Unrealized Loss
Estimated Fair
Value
Gross
Unrealized Loss
Estimated Fair
Value
Gross
Unrealized Loss
January 30, 2022
Debt securities issued by the United
States Treasury
Corporate debt securities
Total
$
$
5,292 $
2,445
7,737 $
(14) $
(3)
(17) $
(In millions)
— $
19
19 $
— $
—
— $
5,292 $
2,464
7,756 $
(14)
(3)
(17)
The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net
realized gains and losses were not significant for all periods presented.
62
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The amortized cost and estimated fair value of cash equivalents and marketable securities as of January 29, 2023 and
January 30, 2022 are shown below by contractual maturity.
Less than one year
Due in 1 - 5 years
Total
January 29, 2023
January 30, 2022
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
(In millions)
$
$
9,738 $
9,708 $
16,346 $
3,374
3,347
4,584
13,112 $
13,055 $
20,930 $
16,343
4,570
20,913
Note 9 - Fair Value of Financial Assets and Liabilities
The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or
quoted market prices of similar assets from active markets. We review fair value hierarchy classification on a quarterly
basis.
Pricing Category
January 29, 2023
January 30, 2022
Fair Value at
Assets
Cash equivalents and marketable securities:
Money market funds
Corporate debt securities
Debt securities issued by the United States Treasury
Debt securities issued by United States government agencies
Certificates of deposit
Foreign government bonds
Other assets (Investment in non-affiliated entities):
Publicly-held equity securities (1)
Privately-held equity securities
Liabilities (2)
0.309% Notes Due 2023
0.584% Notes Due 2024
3.20% Notes Due 2026
1.55% Notes Due 2028
2.85% Notes Due 2030
2.00% Notes Due 2031
3.50% Notes Due 2040
3.50% Notes Due 2050
3.70% Notes Due 2060
Level 1
Level 2
Level 2
Level 2
Level 2
Level 2
Level 1
Level 3
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(In millions)
1,777 $
4,797 $
4,142 $
1,834 $
365 $
140 $
11 $
288 $
1,230 $
1,185 $
966 $
1,099 $
1,364 $
1,044 $
870 $
1,637 $
410 $
316
9,974
7,300
1,612
1,561
150
58
208
1,236
1,224
1,055
1,200
1,542
1,200
1,066
2,147
551
(1) Unrealized losses of $61 million from investments in publicly-traded equity securities were recorded in other income (expense), net, in fiscal year 2023.
Unrealized gains of $48 million from an investment in a publicly-traded equity security were recorded in other income (expense), net, in fiscal year 2022.
(2) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.
63
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10 - Balance Sheet Components
Certain balance sheet components are as follows:
Inventories (1):
Raw materials
Work in-process
Finished goods
Total inventories
January 29,
2023
January 30,
2022
(In millions)
2,430 $
466
2,263
5,159 $
791
692
1,122
2,605
$
$
(1) In fiscal years 2023 and 2022, we recorded an inventory reserve expense of approximately $1.04 billion and $173 million in cost of revenue, respectively.
Property and Equipment:
Land
Buildings, leasehold improvements, and furniture
Equipment, compute hardware, and software
Construction in process
Total property and equipment, gross
Accumulated depreciation and amortization
Total property and equipment, net
January 29,
2023
January 30,
2022
(In millions)
Estimated
Useful Life
(In years)
$
218 $
1,598
4,303
382
6,501
(2,694)
$
3,807 $
(A)
(B)
3-5
(C)
218
874
2,852
737
4,681
(1,903)
2,778
(A)
(B)
Land is a non-depreciable asset.
The estimated useful lives of our buildings are up to thirty years. Leasehold improvements and finance leases are amortized based on the lesser of
either the asset’s estimated useful life or the expected lease term.
(C) Construction in process represents assets that are not available for their intended use as of the balance sheet date.
Depreciation expense for fiscal years 2023, 2022, and 2021 was $844 million, $611 million, and $486 million, respectively.
Accumulated amortization of leasehold improvements and finance leases was $327 million and $265 million as of
January 29, 2023 and January 30, 2022, respectively.
Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2023, 2022, and
2021 were $374 million, $258 million, and $157 million, respectively.
Other assets:
Prepaid supply agreements
Prepaid royalties
Investment in non-affiliated entities
Advanced consideration for acquisition (1)
Other
Total other assets
(1)
Refer to Note 2 - Business Combination for further details on the Arm acquisition.
January 29,
2023
January 30,
2022
(In millions)
$
2,989 $
387
299
—
145
$
3,820 $
1,747
409
266
1,353
66
3,841
64
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Accrued and Other Current Liabilities:
Customer program accruals
Excess inventory purchase obligations (1)
Accrued payroll and related expenses
Taxes payable
Deferred revenue (2)
Operating leases
Other
January 29,
2023
January 30,
2022
(In millions)
$
1,196 $
1,000
954
530
467
354
176
443
196
409
132
300
144
371
Total accrued and other current liabilities
$
4,120 $
2,552
(1)
In fiscal years 2023 and 2022, we recorded an expense of approximately $1.13 billion and $181 million, respectively, in cost of revenue for inventory
purchase obligations in excess of our current demand projections, and cancellation and underutilization penalties.
(2) Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements, support for hardware and
software, and cloud services.
Other Long-Term Liabilities:
Income tax payable (1)
Deferred income tax
Deferred revenue (2)
Licenses payable
Other
January 29,
2023
January 30,
2022
(In millions)
$
1,204 $
247
218
181
63
980
245
202
77
49
Total other long-term liabilities
$
1,913 $
1,553
(1)
Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and
penalties.
(2) Deferred revenue primarily includes deferrals related to support for hardware and software.
Deferred Revenue
The following table shows the changes in deferred revenue during fiscal years 2023 and 2022.
Balance at beginning of period
Deferred revenue added during the period
Addition due to business combinations
Revenue recognized during the period
Balance at end of period
January 29,
2023
January 30,
2022
$
$
(In millions)
502 $
830
—
(760)
572 $
451
821
8
(778)
502
Revenue related to remaining performance obligations represents the contracted license and development arrangements
and support for hardware and software. This includes deferred revenue currently recorded and amounts that will be
invoiced in future periods. As of January 29, 2023, $652 million of revenue related to performance obligations had not
been recognized, of which we expect to recognize approximately 47% over the next twelve months and the remainder
thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less.
Note 11 - Derivative Financial Instruments
We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements
on our operating expenses. These contracts are designated as cash flow hedges for hedge accounting treatment. Gains
or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating
expense when the related operating expenses are recognized in earnings or ineffectiveness should occur. The fair value of
the contracts was not significant as of January 29, 2023 and January 30, 2022.
65
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
We enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary
assets and liabilities that are denominated in currencies other than U.S. dollar. These forward contracts were not
designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other
income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and
liabilities, which is also recorded in other income or expense.
The table below presents the notional value of our foreign currency forward contracts outstanding as of January 29,
2023 and January 30, 2022:
Designated as cash flow hedges
Non-designated hedges
January 29,
2023
January 30,
2022
$
$
(In millions)
1,128
366
$
$
1,023
408
As of January 29, 2023, all designated foreign currency forward contracts mature within eighteen months. The expected
realized gains and losses deferred into accumulated other comprehensive income (loss) related to foreign currency
forward contracts within the next twelve months was not significant.
During fiscal years 2023 and 2022, the impact of derivative financial instruments designated for hedge accounting
treatment on other comprehensive income or loss was not significant and all such instruments were determined to be
highly effective.
Note 12 - Debt
Long-Term Debt
In June 2021, March 2020, and September 2016, we issued a total of $5.00 billion, $5.00 billion, and $2.00 billion
aggregate principal of senior notes, respectively. The net proceeds from these offerings were $4.98 billion, $4.97 billion,
and $1.98 billion, respectively, after deducting debt discount and issuance costs.
In fiscal year 2022, we repaid the $1.00 billion of 2.20% Notes Due 2021.
The carrying value of the Notes, the calendar year of maturity, and the associated interest rates were as follows:
0.309% Notes Due 2023
0.584% Notes Due 2024
3.20% Notes Due 2026
1.55% Notes Due 2028
2.85% Notes Due 2030
2.00% Notes Due 2031
3.50% Notes Due 2040
3.50% Notes Due 2050
3.70% Notes Due 2060
Unamortized debt discount and issuance costs
Net carrying amount
Less short-term portion
Total long-term portion
Expected
Remaining Term
(years)
Effective
Interest Rate
January 29,
2023
January 30,
2022
0.4
1.4
3.6
5.4
7.2
8.4
17.2
27.2
37.2
0.41%
0.66%
3.31%
1.64%
2.93%
2.09%
3.54%
3.54%
3.73%
(In millions)
$
1,250 $
1,250
1,000
1,250
1,500
1,250
1,000
2,000
500
(47)
10,953
(1,250)
1,250
1,250
1,000
1,250
1,500
1,250
1,000
2,000
500
(54)
10,946
—
$
9,703 $
10,946
All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior
to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a
make-whole premium as defined in the applicable form of note.
As of January 29, 2023, we were in compliance with the required covenants, which are non-financial in nature, under the
Notes.
66
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Commercial Paper
We have a $575 million commercial paper program to support general corporate purposes. As of January 29, 2023, we
had not issued any commercial paper.
Note 13 - Commitments and Contingencies
Purchase Obligations
Our purchase obligations reflect our commitments to purchase components used to manufacture our products, including
long-term supply agreements, certain software and technology licenses, other goods and services and long-lived assets.
We have entered into several long-term supply agreements, under which we have made advance payments and have
$810 million remaining unpaid. As of January 29, 2023, we had outstanding inventory purchase and long-term supply
obligations totaling $4.92 billion, inclusive of the $810 million. Under our manufacturing relationships with our foundry
suppliers, subcontractors and contract manufacturers, cancellation of outstanding purchase commitments is generally
allowed but may result in the payment of costs incurred through the date of cancellation. Other non-inventory purchase
obligations of $3.14 billion include $2.23 billion of multi-year cloud service agreements.
Total future purchase commitments as of January 29, 2023, are as follows:
Fiscal Year:
2024
2025
2026
2027
2028
2029 and thereafter
Total
Commitments
(In millions)
$
$
5,230
983
679
622
296
253
8,063
Accrual for Product Warranty Liabilities
The estimated amount of product warranty liabilities was $82 million and $46 million as of January 29, 2023 and
January 30, 2022, respectively. The estimated product returns and estimated product warranty activity consisted of the
following:
Balance at beginning of period
Additions
Utilization
Balance at end of period
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
$
46
$
22
$
145
(109)
40
(16)
82
$
46
$
15
28
(21)
22
In the second quarter of fiscal year 2023, we recorded $122 million in product warranty liabilities primarily related to a
defect identified in a third-party component embedded in certain Data Center products. In the third quarter of fiscal year
2023, we recognized a warranty-related benefit of approximately $70 million in cost of revenue due to favorable product
recovery.
In connection with certain agreements that we have entered in the past, we have provided indemnities for matters such
as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our
technology-related agreements with third parties. Maximum potential future payments cannot be estimated because
many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated
Financial Statements for such indemnifications.
67
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Litigation
Securities Class Action and Derivative Lawsuits
The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21,
2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation
Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and
certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact
of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the
NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class
certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including
attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district
court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and
closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the
Ninth Circuit, case number 21-15604. Oral argument on the appeal was held on May 10, 2022.
The putative derivative lawsuit pending in the United States District Court for the Northern District of California,
captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative
Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation
action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once
the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The lawsuit asserts claims, purportedly
on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment,
waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the
impact of
dissemination of allegedly false and misleading statements related to channel
cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including
reforms and improvements to NVIDIA’s corporate governance and internal procedures.
inventory and the
The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the
District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-
cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities
Litigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the
Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate
waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false,
and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The
plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and
unspecified corporate governance measures.
Accounting for Loss Contingencies
As of January 29, 2023, we have not recorded any accrual for contingent liabilities associated with the legal proceedings
described above based on our belief that liabilities, while possible, are not probable. Further, except as specifically
described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are
engaged in legal actions not described above arising in the ordinary course of business and, while there can be no
assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse
effect on our operating results, liquidity or financial position.
68
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 14 - Income Taxes
The income tax expense (benefit) applicable to income before income taxes consists of the following:
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
Current income taxes:
Federal
State
Foreign
Total current
Deferred taxes:
Federal
Foreign
Total deferred
$
1,703 $
482 $
46
228
1,977
(2,165)
1
(2,164)
42
71
595
(420)
14
(406)
Income tax expense (benefit)
$
(187) $
189 $
Income before income tax consists of the following:
197
1
161
359
(246)
(36)
(282)
77
U.S.
Foreign
Income before income tax
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
$
3,477 $
8,446 $
704
1,495
4,181 $
9,941 $
1,437
2,972
4,409
69
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to
income before income taxes as follows:
January 29,
2023
Year Ended
January 30,
2022
January 31,
2021
(In millions, except percentages)
Tax expense computed at federal statutory rate
$
878
21.0 % $
2,088
21.0 % $
926
21.0 %
Expense (benefit) resulting from:
Acquisition termination cost
State income taxes, net of federal tax effect
Foreign-derived intangible income
Stock-based compensation
U.S. federal research and development tax credit
Foreign tax rate differential
IP domestication
Other
261
50
(739)
(309)
(278)
(83)
—
33
6.2 %
1.2 %
(17.7) %
(7.4) %
(6.6) %
(2.0) %
— %
0.8 %
Income tax expense (benefit)
$
(187)
(4.5) % $
—
42
(520)
(337)
(289)
(497)
(244)
(54)
189
— %
0.4 %
(5.2) %
(3.4) %
(2.9) %
(5.0) %
(2.5) %
(0.5) %
1.9 % $
—
10
—
(136)
(173)
(561)
—
11
77
— %
0.2 %
— %
(3.1) %
(3.9) %
(12.7) %
— %
0.2 %
1.7 %
The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are
presented below:
Deferred tax assets:
Capitalized research and development expenditure (1)
Research and other tax credit carryforwards
GILTI deferred tax assets
Accruals and reserves, not currently deductible for tax purposes
Net operating loss and capital loss carryforwards
Operating lease liabilities
Stock-based compensation
Property, equipment and intangible assets
Other deferred tax assets
Gross deferred tax assets
Less valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries
Operating lease assets
Acquired intangibles
Gross deferred tax liabilities
Net deferred tax asset (2)
January 29,
2023
January 30,
2022
(In millions)
$
1,859 $
951
800
686
409
193
99
66
91
5,154
(1,484)
3,670
(228)
(179)
(115)
(522)
$
3,148 $
508
798
378
258
118
125
86
22
22
2,315
(907)
1,408
(150)
(113)
(169)
(432)
976
(1) Capitalized research and development deferred tax assets were previously included in Property, equipment and intangible assets.
(2) Net deferred tax asset includes long-term deferred tax assets of $3.40 billion and $1.22 billion and long-term deferred tax liabilities of $247 million and
$245 million for fiscal years 2023 and 2022, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated
Balance Sheets.
As of January 29, 2023, we intend to indefinitely reinvest approximately $1.05 billion and $245 million of cumulative
undistributed earnings held by certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided
the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the
determination of such amount is not practicable.
As of January 29, 2023 and January 30, 2022, we had a valuation allowance of $1.48 billion and $907 million, respectively,
related to capital loss carryforwards, state, and certain other deferred tax assets that management determined not likely
to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent
realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as
income tax benefits during the period.
70
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As of January 29, 2023, we had U.S. federal, state and foreign net operating loss carryforwards of $363 million, $329
million and $329 million, respectively. The federal and state carryforwards will begin to expire in fiscal years 2026 and
2024, respectively. The foreign net operating loss carryforwards of $329 million may be carried forward indefinitely. As of
January 29, 2023, we had federal research tax credit carryforwards of $26 million, before the impact of uncertain tax
positions, that will begin to expire in fiscal year 2024. We have state research tax credit carryforwards of $1.49 billion,
before the impact of uncertain tax positions. $1.41 billion is attributable to the State of California and may be carried over
indefinitely and $83 million is attributable to various other states and will begin to expire in fiscal year 2024. As of
January 29, 2023, we had federal capital loss carryforwards of $1.38 billion that will begin to expire in fiscal year 2024.
Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other
authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject
to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state
and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.
A reconciliation of gross unrecognized tax benefits is as follows:
Balance at beginning of period
Increases in tax positions for current year
Increases in tax positions for prior years
Decreases in tax positions for prior years
Settlements
Lapse in statute of limitations
Balance at end of period
January 29,
2023
January 30,
2022
(In millions)
January 31,
2021
$
1,013 $
776 $
268
1
(15)
(9)
(20)
246
14
(4)
(8)
(11)
$
1,238 $
1,013 $
583
158
60
(11)
(5)
(9)
776
Included in the balance of unrecognized tax benefits as of January 29, 2023 are $770 million of tax benefits that would
affect our effective tax rate if recognized.
We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate
payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or reduction
of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a
year.
We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We
recognized net interest and penalties related to unrecognized tax benefits in income tax expense line of our consolidated
statements of income of $33 million, $14 million, and $7 million during fiscal years 2023, 2022 and 2021, respectively. As
of January 29, 2023 and January 30, 2022, we have accrued $95 million and $59 million, respectively, for the payment of
interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross
unrecognized tax benefits.
While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be
greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax-related matters to
be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise
resolved. As of January 29, 2023, we have not identified any positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
We are subject to taxation by taxing authorities both in the United States and other countries. As of January 29, 2023,
the significant tax jurisdictions that may be subject to examination include China, Germany, Hong Kong, India, Israel,
Taiwan, United Kingdom, and the United States for fiscal years 2005 through 2022. As of January 29, 2023, the
significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and the United
States for fiscal years 2005 through 2022.
Note 15 - Shareholders’ Equity
Capital Return Program
During fiscal year 2023, we repurchased 63 million shares for $10.04 billion. Since the inception of our share repurchase
program through January 29, 2023, we have repurchased an aggregate of 1.10 billion shares under our share repurchase
program for a total cost of $17.12 billion. As of January 29, 2023, we were authorized, subject to certain specifications, to
repurchase an additional $7.23 billion of shares through December 2023.
71
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
During fiscal years 2023, 2022, and 2021, we paid $398 million, $399 million, and $395 million in cash dividends to our
shareholders, respectively. Our cash dividend program and the payment of future cash dividends under that program are
subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends
thereunder are in the best interests of our shareholders.
In fiscal year 2022, we retired our existing 349 million treasury shares. These shares assumed the status of authorized
and unissued shares upon retirement. The excess of repurchase price over par value was allocated between additional
paid-in capital and retained earnings, resulting in a reduction in additional paid-in capital by $20 million and retained
earnings by $12.0 billion. Any future repurchased shares will assume the status of authorized and unissued shares.
Note 16 - Employee Retirement Plans
We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our
contribution expense for fiscal years 2023, 2022, and 2021 was $227 million, $168 million, and $120 million, respectively.
Note 17 - Segment Information
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial
information presented on an operating segment basis for purposes of making decisions and assessing financial
performance.
The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive
AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing
platforms; Jetson for robotics and other embedded platforms; and NVIDIA AI Enterprise and other software; and CMP.
The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and
related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics;
vGPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and
Omniverse Enterprise software for building and operating metaverse and 3D internet applications.
Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or
expenses that are leveraged across our unified architecture and therefore allocated between our two segments.
The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or
Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-
based compensation expense, acquisition-related and other costs, corporate infrastructure and support costs,
restructuring costs, acquisition termination cost, IP-related and legal settlement costs, contributions, and other non-
recurring charges and benefits that our CODM deems to be enterprise in nature.
Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and
amortization expense directly attributable to each reportable segment is included in operating results for each segment.
However, the CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is
not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same
as for our consolidated financial statements. The table below presents details of our reportable segments and the “All
Other” category.
Year Ended January 29, 2023:
Revenue
Operating income (loss)
Year Ended January 30, 2022:
Revenue
Operating income (loss)
Year Ended January 31, 2021:
Revenue
Operating income (loss)
Compute &
Networking
Graphics
All Other
Consolidated
(In millions)
15,068 $
5,083 $
11,906 $
4,552 $
— $
(5,411) $
26,974
4,224
11,046 $
4,598 $
15,868 $
8,492 $
— $
(3,049) $
26,914
10,041
6,841 $
2,548 $
9,834 $
4,612 $
— $
(2,628) $
16,675
4,532
$
$
$
$
$
$
72
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Reconciling items included in "All Other" category:
Stock-based compensation expense
Acquisition termination cost
Acquisition-related and other costs
Unallocated cost of revenue and operating expenses
Restructuring costs and other
IP-related and legal settlement costs
Contributions
Total
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
(2,710) $
(1,353)
(674)
(595)
(54)
(23)
(2)
(2,004) $
(1,397)
—
(636)
(399)
—
(10)
—
—
(836)
(357)
—
(38)
—
$
(5,411) $
(3,049) $
(2,628)
Revenue by geographic region is allocated to individual countries based on the billing location of the customer. End
customer location may be different than our customer’s billing location. The following table summarizes information
pertaining to our revenue from customers based on the invoicing address by geographic regions:
Revenue:
United States
Taiwan
China (including Hong Kong)
Other countries
Total revenue
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
$
8,292 $
4,349 $
6,986
5,785
5,911
8,544
7,111
6,910
3,214
4,531
3,886
5,044
26,974 $
26,914 $
16,675
No customer represented 10% or more of total revenue for fiscal years 2023, 2022 and 2021.
Two customers accounted for 14% and 11% of our accounts receivable balance as of January 29, 2023. Two customers
each accounted for 11% of our accounts receivable balance as of January 30, 2022.
The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:
Revenue:
Data Center
Gaming
Professional Visualization
Automotive
OEM & Other
Total revenue
January 29,
2023
Year Ended
January 30,
2022
(In millions)
January 31,
2021
$
15,005 $
10,613 $
9,067
1,544
903
455
12,462
2,111
566
1,162
6,696
7,759
1,053
536
631
$
26,974 $
26,914 $
16,675
The following table presents summarized information for long-lived assets by country. Long-lived assets consist of
intangible assets.
property and equipment and exclude other assets, operating
lease assets, goodwill, and
Long-lived assets:
United States
Taiwan
Israel
Other countries
Total long-lived assets
January 29,
2023
January 30,
2022
$
$
(In millions)
2,587 $
2,023
702
283
235
379
185
191
3,807 $
2,778
73
NVIDIA CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Description
Balance at
Beginning of
Period
Additions
Deductions
Balance at
End of Period
Fiscal year 2023
Allowance for doubtful accounts
Sales return allowance
Deferred tax valuation allowance
Fiscal year 2022
Allowance for doubtful accounts
Sales return allowance
Deferred tax valuation allowance
Fiscal year 2021
Allowance for doubtful accounts
Sales return allowance
Deferred tax valuation allowance
$
$
$
$
$
$
$
$
$
4 $
13 $
907 $
4 $
17 $
728 $
2 $
9 $
621 $
(In millions)
— (1)
104 (2)
577 (3)
— (1)
19 (2)
179 (3)
2 (1)
30 (2)
107 (3)
$
$
$
$
$
$
$
$
$
— (1)
(91) (4)
—
— (1)
(23) (4)
—
— (1)
(22) (4)
—
$
$
$
$
$
$
$
$
$
4
26
1,484
4
13
907
4
17
728
(1)
(2)
(3)
Additions represent either expense or acquired balances and deductions represent write-offs.
Additions represent estimated product returns charged as a reduction to revenue or an acquired balance.
Additional valuation allowance on deferred tax assets not likely to be realized. Fiscal year 2023 includes additional valuation allowance on capital loss
carryforwards, state, and certain other deferred tax assets. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15
of this Annual Report on Form 10-K for additional information.
(4)
Represents sales returns.
74
Exhibit No.
Exhibit Description
EXHIBIT INDEX
Incorporated by Reference
Schedule/
Form
File Number
Exhibit
2.1
2.2^
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6*
4.7
4.8
4.9
Agreement and Plan of Merger, dated March 10, 2019, by and
among NVIDIA Corporation, NVIDIA International Holdings Inc.,
Mellanox Technologies Ltd. and Teal Barvaz Ltd.
Share Purchase Agreement, dated September 13, 2020, by and
among NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision
Fund
Restated Certificate of Incorporation
Amendment to Restated Certificate of Incorporation of NVIDIA
Corporation
Bylaws of NVIDIA Corporation, Amended and Restated as of
March 3, 2022
Reference is made to Exhibits 3.1, 3.2 and 3.3
Specimen Stock Certificate
Indenture, dated as of September 16, 2016, by and between the
Company and Computershare Trust Company, N.A., as
successor to Wells Fargo Bank, National Association, as Trustee
Officers’ Certificate, dated as of September 16, 2016
Form of 2026 Note
Description of Securities
Officers’ Certificate, dated as of March 31, 2020
Form of 2030 Note
Form of 2040 Note
4.10
Form of 2050 Note
4.11
Form of 2060 Note
4.12
4.13
Officers' Certificate, dated as of June 16, 2021
Form of 2023 Note
4.14
Form of 2024 Note
4.15
Form of 2028 Note
4.16
Form of 2031 Note
10.1
10.2+*
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
Form of Indemnity Agreement between NVIDIA Corporation and
each of its directors and officers
Amended and Restated 2007 Equity Incentive Plan
Amended and Restated 2007 Equity Incentive Plan - Non-
Employee Director Stock Option Grant (2012 Annual Board
Retainer)
Amended and Restated 2007 Equity Incentive Plan - Non
Statutory Stock Option
Amended and Restated 2007 Equity Incentive Plan - Incentive
Stock Option
Amended and Restated 2007 Equity Incentive Plan - Non-
Employee Director Deferred Restricted Stock Unit Grant Notice
and Deferred Restricted Stock Unit Agreement (2016)
Amended and Restated 2007 Equity Incentive Plan - Non-
Employee Director Restricted Stock Unit Grant Notice and
Restricted Stock Unit Agreement (2016)
Amended and Restated 2007 Equity Incentive Plan - Restricted
Stock Unit Grant Notice and Restricted Stock Unit Agreement &
Performance-Based Restricted Stock Unit Grant Notice and
Performance-Based Restricted Stock Unit Agreement (2018)
Amended and Restated 2007 Equity Incentive Plan - Global
Restricted Stock Unit Grant Notice and Global Restricted Stock
Unit Agreement (2019)
Amended and Restated 2007 Equity Incentive Plan - Global
Performance-Based Restricted Stock Unit Grant Notice and
Performance-Based Restricted Stock Unit Agreement (2019)
Amended and Restated 2007 Equity Incentive Plan – Global
Restricted Stock Unit Grant Notice and Global Restricted Stock
Unit Agreement (2020)
Amended and Restated 2007 Equity Incentive Plan – Global
Restricted Stock Unit Grant Notice and Global Restricted Stock
Unit Agreement (2021)
75
2.1
2.1
3.1
3.1
3.1
4.2
4.1
4.2
Annex B-1 to
Exhibit 4.2
4.2
Annex A-1 to
Exhibit 4.2
Annex B-1 to
Exhibit 4.2
Annex C-1 to
Exhibit 4.2
Annex D-1 to
Exhibit 4.2
4.2
Annex A-1 to
Exhibit 4.2
Annex B-1 to
Exhibit 4.2
Annex C-1 to
Exhibit 4.2
Annex D-1 to
Exhibit 4.2
Filing Date
3/11/2019
9/14/2020
3/18/2022
6/6/2022
3/9/2022
4/24/1998
9/16/2016
9/16/2016
9/16/2016
3/31/2020
3/31/2020
3/31/2020
3/31/2020
3/31/2020
6/16/2021
6/16/2021
6/16/2021
6/16/2021
6/16/2021
8-K
8-K
10-K
8-K
8-K
0-23985
0-23985
0-23985
0-23985
0-23985
S-1/A
8-K
333-47495
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10-Q
10-Q
10-K
0-23985
10.1
3/7/2006
10-Q
0-23985
10.4
10.1
10.2
5/23/2012
8/22/2012
8/22/2012
0-23985
10.26
3/12/2015
10-K
0-23985
10.27
3/12/2015
10-Q
0-23985
10.2
5/22/2018
10-K
0-23985
10.19
2/21/2019
8-K
0-23985
10-Q
0-23985
10-Q
0-23985
10.1
10.2
10.2
3/11/2019
5/21/2020
5/26/2021
10.13+
10.14+*
10.15+
10.16+
10.17+
10.18+
10.19+
10.20+
10.21
21.1*
23.1*
24.1*
31.1*
31.2*
32.1#*
32.2#*
Amended and Restated 2007 Equity Incentive Plan – Global
Restricted Stock Unit Grant Notice and Global Restricted Stock
Unit Agreement (2022)
Amended and Restated 2007 Equity Incentive Plan – Global
Restricted Stock Unit Grant Notice and Global Restricted Stock
Unit Agreement (2023)
10-K
0-23985
10.16
3/18/2022
Amended and Restated 2012 Employee Stock Purchase Plan
10-Q
Fiscal Year 2022 Variable Compensation Plan
Fiscal Year 2023 Variable Compensation Plan
Offer Letter between NVIDIA Corporation and Colette Kress,
dated September 13, 2013
Offer Letter between NVIDIA Corporation and Tim Teter, dated
December 16, 2016
Offer Letter between NVIDIA Corporation and Donald
Robertson, dated May 21, 2019
Form of Commercial Paper Dealer Agreement between NVIDIA
Corporation, as Issuer, and the Dealer party thereto
8-K
8-K
8-K
8-K
8-K
8-K
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
0-23985
10.2
10.1
10.1
10.1
10.1
10.1
10.1
8/20/2021
3/19/2021
3/9/2022
9/16/2013
1/19/2017
6/17/2019
12/15/2017
List of Registrant's Subsidiaries
Consent of PricewaterhouseCoopers LLP
Power of Attorney (included in signature page)
Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2
hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such
certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that
the registrant specifically incorporates it by reference.
^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).
Copies of above exhibits not contained herein are available to any shareholder upon written request to:
Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051
ITEM 16. FORM 10-K SUMMARY
Not Applicable.
76
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2023.
SIGNATURES
NVIDIA Corporation
By:
/s/ Jen-Hsun Huang
Jen-Hsun Huang
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may
lawfully do or cause to be done by virtue hereof.
77
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JEN-HSUN HUANG
Jen-Hsun Huang
/s/ COLETTE M. KRESS
Colette M. Kress
/s/ DONALD ROBERTSON
Donald Robertson
/s/ ROBERT BURGESS
Robert Burgess
/s/ TENCH COXE
Tench Coxe
/s/ JOHN O. DABIRI
John O. Dabiri
/s/ PERSIS DRELL
Persis Drell
/s/ DAWN HUDSON
Dawn Hudson
/s/ HARVEY C. JONES
Harvey C. Jones
/s/ MICHAEL MCCAFFERY
Michael McCaffery
/s/ STEPHEN C. NEAL
Stephen C. Neal
/s/ MARK L. PERRY
Mark L. Perry
/s/ A. BROOKE SEAWELL
A. Brooke Seawell
/s/ AARTI SHAH
Aarti Shah
/s/ MARK STEVENS
Mark Stevens
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 24, 2023
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2023
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
78
Transfer Agent
And Registrar
Computershare
P.O Box 43006
Providence, RI 02940-3006
www.computershare.com/investor
Annual Meeting
June 22, 2023, at 11:00 a.m. PDT
Online at:
www.virtualshareholder
meeting.com/NVDA2023
Form 10-K
A copy of NVIDIA’s Form 10-K filed
with the SEC will be made available
to all shareholders at no charge.
The Form 10-K also can be accessed
through the SEC website at
www.sec.gov, or through NVIDIA’s
Investor Relations website at
investor.nvidia.com
To receive a copy by mail
please contact:
Investor Relations
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, California 95051
shareholdermeeting@nvidia.com
Corporate Information
Board Of Directors
Founders
Jensen Huang
Founder, President, and
Chief Executive Officer
Chris A. Malachowsky
Founder and NVIDIA Fellow
Executive Team
Colette M. Kress
Executive Vice President and
Chief Financial Officer
Jay Puri
Executive Vice President
Worldwide Field Operations
Debora Shoquist
Executive Vice President
Operations
Timothy S. Teter
Executive Vice President
General Counsel and Secretary
Independent Accountants
PricewaterhouseCoopers LLP
488 Almaden Boulevard, Suite 1800
San Jose, California 95110
General Legal Counsel
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
Jensen Huang
Founder, President, and
Chief Executive Officer
NVIDIA Corporation
Robert K. Burgess
Independent Consultant
Tench Coxe
Former Managing Director
Sutter Hill Ventures
John O. Dabiri
Centennial Professor of Aeronautics and
Mechanical Engineering
California Institute of Technology
Persis S. Drell
Provost
Stanford University
Dawn Hudson
Former Chief Marketing Officer
National Football League
Harvey C. Jones
Managing Partner
Square Wave Ventures
Michael G. McCaffery
Chairman of the Board of Directors
Makena Capital Management
Stephen C. Neal
Chairman Emeritus
and Senior Counsel
Cooley LLP
Mark L. Perry (Lead Director)
Independent Consultant and Director
A. Brooke Seawell
Venture Partner
New Enterprise Associates
Aarti Shah
Former Senior Vice President and Chief
Information and Digital Officer
Eli Lilly and Company
Mark A. Stevens
Managing Partner
S-Cubed Capital
NVIDIA Corporation | 2788 San Tomas Expressway, Santa Clara, California 95051 | www.nvidia.com
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