This is a sample of CapRelay's research. CapRelay provides similar research and more for every US-listed company.

Start free trial
NVIDIA -

Management and Incentives

NVDA | Market Cap: $5.3T (06/04/26)
Industry:
Semiconductors
The following covers details about management and compensation plans, derived from proxy statements.
Compensation Plan

Bonus

Bonus Metrics
  • The Variable Cash Plan payouts are determined based on an annual Revenue goal.
  • Threshold performance results in a 50% payout.
  • Base Compensation Plan performance results in a 100% payout.
  • Stretch Compensation Plan performance caps the maximum payout at 200%.
Bonus Results
  • For Fiscal 2026, the Variable Cash Plan paid out at the 200% maximum.
  • This was driven by actual Fiscal 2026 Revenue of $215.9 billion vs. the Stretch Compensation Plan target of $160.0 billion.
Bonus Changes
  • The original Fiscal 2026 Stretch Compensation Plan revenue goal of $190.0 billion was automatically adjusted down to $160.0 billion due to the imposition of additional export controls on the Company's H20 products during the first half of Fiscal 2026.

Equity Awards

Equity Awards Metrics
  • Single-Year (SY) PSUs are earned based on a 1-year Non-GAAP Operating Income metric. Shares that are earned vest 25% on approximately the 1-year anniversary of the grant date, and 6.25% quarterly thereafter over the next 3 years.
  • Multi-Year (MY) PSUs are earned based on 3-year Total Shareholder Return (TSR) relative to the S&P 500. Shares that are earned cliff vest 100% on approximately the 3-year anniversary of the grant date.
  • RSUs are time-based and vest 6.25% quarterly over 4 years.
  • The CEO's equity awards are 100% performance-based (split evenly between SY PSUs and MY PSUs), capped at 150% maximum payout.
  • For other NEOs, 50% of the equity award is in RSUs and 50% in PSUs, with the PSU portion capped at 200% maximum payout.
Equity Awards Results
  • Fiscal 2026 SY PSUs were earned at maximum (150% for CEO, 200% for other NEOs) based on actual Fiscal 2026 Non-GAAP Operating Income of $137.3 billion vs. the adjusted Stretch Compensation Plan goal of $96.0 billion.
  • Fiscal 2024 MY PSUs (measured over Fiscal 2024 to Fiscal 2026) were earned at maximum (150% for CEO, 200% for other NEOs) based on actual 3-year TSR relative to the S&P 500 at the 100th percentile (1,055%) vs. the Stretch Compensation Plan goal of the 75th percentile.
Equity Awards Changes
  • For Fiscal 2026, the Compensation Committee increased target equity opportunities for all NEOs to recognize the complexity and scope of their roles, and aligned total target pay for all NEOs other than the CEO to reflect their comparable contributions.
  • The original Fiscal 2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted down to $96.0 billion due to the imposition of additional export controls on the Company's H20 products during the first half of Fiscal 2026.

Other Compensation Details

Pay of the Median Employee
  • Pay of the median employee: 282,050
Say on Pay Result
  • Approximately 92% of votes cast approved the executive compensation program for Fiscal 2024.
Notable Perquisites
  • CEO Huang received $3,975,533 for residential security, security during personal travel, and consultation fees and driver services. The aggregate incremental cost to the Company for his personal security arrangements and other personal compensation (including insurance, 401(k) match, and private aircraft costs) totaled $4,045,691.
  • CEO Huang travels on private aircraft for all business and occasional personal travel, though he fully reimburses the Company for the associated incremental costs of his personal air travel.
Executives

Jen-Hsun Huang

President and CEO
Background
  • Founded NVIDIA in 1993 and has served since its inception as President, CEO, and a member of the Board.
  • Previously worked at LSI Logic and Advanced Micro Devices.
  • Elected to the National Academy of Engineering.
  • Holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University.
Equity Exposure
  • Shares beneficially owned (SEC-defined): 870,604,104
  • Earned but unvested PSUs: 1,413,426 units.
  • Unearned and unvested PSUs: 465,761 units.
FY2026 Compensation
  • Base salary: 1,497,627
  • Bonus: 6,000,000
  • Equity award: 24,800,511
  • Total compensation: 36,343,830
Other Compensation Details
  • Potential payments on change in control: 264,929,798

Colette M. Kress

EVP and CFO
Equity Exposure
  • Shares beneficially owned (SEC-defined): 4,443,523
  • Unvested RSUs: 173,229 units.
  • Earned but unvested PSUs: 373,550 units.
  • Unearned and unvested PSUs: 152,880 units.
FY2026 Compensation
  • Base salary: 898,577
  • Bonus: 600,000
  • Equity award: 12,825,872
  • Total compensation: 14,340,850
Other Compensation Details
  • Potential payments on change in control: 106,951,069

Ajay K. Puri

EVP, Worldwide Field Operations
Equity Exposure
  • Shares beneficially owned (SEC-defined): 3,266,897
  • Unvested RSUs: 167,702 units.
  • Earned but unvested PSUs: 360,738 units.
  • Unearned and unvested PSUs: 148,578 units.
FY2026 Compensation
  • Base salary: 948,497
  • Bonus: 1,300,000
  • Equity award: 12,478,989
  • Total compensation: 14,777,327
Other Compensation Details
  • Potential payments on change in control: 103,423,060

Debora Shoquist

EVP, Operations
Equity Exposure
  • Shares beneficially owned (SEC-defined): 1,580,729
  • Unvested RSUs: 155,240 units.
  • Earned but unvested PSUs: 322,288 units.
  • Unearned and unvested PSUs: 143,568 units.
FY2026 Compensation
  • Base salary: 848,656
  • Bonus: 500,000
  • Equity award: 12,912,487
  • Total compensation: 14,294,710
Other Compensation Details
  • Potential payments on change in control: 93,862,775

Timothy S. Teter

EVP, General Counsel and Secretary
Equity Exposure
  • Shares beneficially owned (SEC-defined): 2,687,197
  • Unvested RSUs: 155,240 units.
  • Earned but unvested PSUs: 322,288 units.
  • Unearned and unvested PSUs: 143,568 units.
FY2026 Compensation
  • Base salary: 848,656
  • Bonus: 500,000
  • Equity award: 12,912,487
  • Total compensation: 14,276,382
Other Compensation Details
  • Potential payments on change in control: 93,862,775
Board Members

Tench Coxe

Background
  • Former Managing Director of Sutter Hill Ventures (1989-2020).
  • Former director of Artisan Partners Asset Management Inc. (1995-2025).
Position
  • Audit Committee member
  • Compensation Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 30,555,240
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

John O. Dabiri

Background
  • Centennial Professor of Aeronautics and Mechanical Engineering at the California Institute of Technology.
  • Former Professor of Civil and Environmental Engineering and Mechanical Engineering at Stanford University.
Position
  • Compensation Committee member
  • Nominating and Corporate Governance Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 14,788
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

Jen-Hsun Huang

Background
  • President & CEO of NVIDIA.
  • See executive profile.
Position
  • President and CEO
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 870,604,104
  • See executive equity award exposure.

Dawn Hudson

Background
  • Former Chief Marketing Officer for the National Football League (2014-2018).
  • Former President and CEO of Pepsi-Cola North America.
Position
  • Chair of Compensation Committee
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 368,887
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

Harvey C. Jones

Background
  • Managing Partner of Square Wave Ventures.
  • Former CEO and Executive Chairman of Synopsys, Inc.
  • Co-founder of Daisy Systems Corp. and Tensilica Inc.
Position
  • Audit Committee member
  • Nominating and Corporate Governance Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 7,003,687
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

Melissa B. Lora

Background
  • Former President of Taco Bell International and Global Chief Financial and Development Officer at Taco Bell Corp.
Position
  • Audit Committee member
  • Nominating and Corporate Governance Committee member
Other Current Public Boards
  • Conagra Brands, Inc.
Compensation and Equity Exposure
  • Shares beneficially owned: 1,799
  • Unvested RSUs: 1,880 units.
  • Total director compensation: 363,809

Stephen C. Neal

Background
  • Chairman Emeritus and Senior Counsel at the law firm Cooley LLP.
  • Former Chief Executive Officer of Cooley LLP (2001-2008).
  • Chairman of the Oversight Board Trust.
Position
  • Lead Independent Director
  • Chair of Nominating and Corporate Governance Committee
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 184,867
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

A. Brooke Seawell

Background
  • Venture Partner at New Enterprise Associates.
  • Former Partner at Technology Crossover Ventures.
  • Former SVP and CFO of Synopsys, Inc.
Position
  • Chair of Audit Committee
Other Current Public Boards
  • Tenable Holdings, Inc.
Compensation and Equity Exposure
  • Shares beneficially owned: 2,506,607
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

Aarti Shah

Background
  • Former Senior Vice President and Chief Information and Digital Officer at Eli Lilly and Company.
Position
  • Audit Committee member
  • Compensation Committee member
Other Current Public Boards
  • Sandoz Group AG
Compensation and Equity Exposure
  • Shares beneficially owned: 25,620
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809

Mark A. Stevens

Background
  • Managing Partner of S-Cubed Capital.
  • Former Managing Partner of Sequoia Capital.
Position
  • Compensation Committee member
  • Nominating and Corporate Governance Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 34,069,572
  • Unvested RSUs: 900 units.
  • Total director compensation: 363,809
Other Details
Anti-Takeover Provisions
  • The Board recently amended the Bylaws to allow stockholders owning at least 15% of shares continuously for at least one year to request a special meeting of stockholders.
  • At the 2025 Annual Meeting, the Board proposed and recommended an amendment to eliminate the remaining supermajority voting provisions from the Charter, but the proposal did not receive the required level of stockholder support.
Related Party Transactions
  • The daughter and son of CEO Jen-Hsun Huang are employed by the Company and received total compensation in Fiscal 2026 of approximately $1,232,000 and $1,320,000, respectively.
  • The son of director Aarti Shah is employed by the Company and received total compensation in Fiscal 2026 of approximately $265,000.
  • The Jen-Hsun and Lori Huang Foundation has entered into an agreement with CoreWeave, Inc. to purchase GPU compute time for donation to research institutes, of which $108.3 million has been donated to date. NVIDIA plans to offer engineering services for no charge to certain recipients of these GPU compute time grants.
Other Notable Items
  • The Board approved an increase in its size from ten to eleven directors, appointing Suzanne Nora Johnson to fill the newly created directorship effective July 13, 2026.
Based primarily on DEF 14A filed on 2026-05-12 | View source on EDGAR | Generated: 2026-05-12