NVIDIA CORPORATION (NASDAQ:NVDA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Form of Global Performance-Based Restricted Stock Unit Notice and Global Performance-Based Restricted Stock Unit Agreement
OnMarch 6, 2019, the Compensation Committee of the Board of Directors of NVIDIA Corporation, or the Company, approved a new form of global performance-based restricted stock unit notice and global performance-based restricted stock unit agreement, or the PSU Notice and Agreement, under the Company’s Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan. The foregoing description is subject to, and qualified in its entirety by, the 2007 Plan, which was filed on May 21, 2018 with the Company’s Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the PSU Notice and Agreement, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.
Adoption of Fiscal Year 2020 Variable Compensation Plan
OnMarch 8, 2019, the Compensation Committee adopted the Variable Compensation Plan for Fiscal Year 2020, or the 2020 Plan, which provides eligible executive officers the opportunity to earn a variable cash payment based on the level of achievement by the Company of certain corporate performance goals, or the Performance Goals, during fiscal year 2020. The Company operates on a fiscal year ending on the last Sunday in January and designates its fiscal year by the year in which that fiscal year ends (e.g., fiscal year 2020 refers to the Company’s fiscal year ending January 26, 2020).
The Compensation Committee has set the Performance Goals for fiscal year 2020 based upon the achievement of specified fiscal year 2020 revenue and has established threshold, base operating plan, and stretch operating plan levels. An eligible participant’s variable cash compensation under the 2020 Plan will be based on the achievement by the Company of the Performance Goals in fiscal year 2020.
Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2020 Plan to be eligible to earn an award.
The following table sets forth the respective target award opportunities for base operating plan achievement for the Company’s named executive officers under the 2020 Plan:
|
Named Executive Officer |
Target Award Opportunity for Base Operating Plan Achievement |
Target Award Opportunity for Base Operating Plan Achievement as a % of Fiscal Year 2020 Base Salary |
|
Jen-Hsun Huang President and Chief Executive Officer |
$1,100,000 |
110% |
|
Colette M. Kress Executive Vice President and Chief Financial Officer |
$300,000 |
33% |
|
Ajay K. Puri Executive Vice President, Worldwide Field Operations |
$650,000 |
68% |
|
Debora Shoquist Executive Vice President, Operations |
$250,000 |
29% |
|
Timothy S. Teter Executive Vice President, General Counsel and Secretary |
$250,000 |
29% |
The foregoing description is subject to, and qualified in its entirety by, the 2020 Plan, which is filed with this report as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
NVIDIA CORP Exhibit
EX-10.1 2 exhibit101amendedandrestat.htm EXHIBIT 10.1 Exhibit NVIDIA CORPORATION GLOBAL RESTRICTED STOCK UNIT GRANT NOTICE AMENDED & RESTATED 2007 EQUITY INCENTIVE PLANNVIDIA Corporation (the “Company”),…
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About NVIDIA CORPORATION (NASDAQ:NVDA)
NVIDIA Corporation (NVIDIA) is engaged in visual computing. The Company operates through segments, including GPU and Tegra Processor. Its GPU businesses include GeForce for personal computer (PC) gaming; Quadro for design professionals working in computer-aided design, video editing, special effects and other creative applications; Tesla for deep learning and accelerated computing, leveraging the parallel computing capabilities of graphics processing units (GPUs) for general purpose computing, and GRID to provide the power of NVIDIA graphics through the cloud and datacenters. The Company’s Tegra processors are primarily designed to enable its branded platforms: DRIVE and SHIELD. Tegra is also sold to original equipment manufacturers (OEMs) for devices. DRIVE automotive computers provide supercomputing capabilities to make driving safer. SHIELD consists of a family of devices designed to harness the power of mobile-cloud to revolutionize gaming.