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NVIDIA Corp. – ‘10-K’ for 1/28/24 – ‘EX-97.1’

On:  Wednesday, 2/21/24, at 4:36pm ET   ·   For:  1/28/24   ·   Accession #:  1045810-24-29   ·   File #:  0-23985

Previous ‘10-K’:  ‘10-K’ on 2/24/23 for 1/29/23   ·   Latest ‘10-K’:  This Filing   ·   18 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/24  NVIDIA Corp.                      10-K        1/28/24  107:11M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.03M 
 2: EX-21.1     Subsidiaries of Registrant                          HTML     29K 
 3: EX-23.1     Consent of Independent Registered Public            HTML     28K 
                Accounting Firm                                                  
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     55K 
                Awarded Compensation -- compensationrecoverypolicy               
 4: EX-31.1     302 Certification of CEO                            HTML     31K 
 5: EX-31.2     302 Certification of CFO                            HTML     31K 
 6: EX-32.1     906 Certification of CEO                            HTML     29K 
 7: EX-32.2     906 Certification of CFO                            HTML     29K 
14: R1          Cover Page                                          HTML     94K 
15: R2          Audit Information                                   HTML     33K 
16: R3          Consolidated Statements of Income                   HTML    116K 
17: R4          Consolidated Statements of Comprehensive Income     HTML     70K 
18: R5          Consolidated Balance Sheets                         HTML    132K 
19: R6          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
20: R7          Consolidated Statements of Shareholders' Equity     HTML    100K 
21: R8          Consolidated Statements of Shareholders' Equity     HTML     32K 
                (Parenthetical)                                                  
22: R9          Consolidated Statements of Cash Flows               HTML    127K 
23: R10         Organization and Summary of Significant Accounting  HTML     70K 
                Policies                                                         
24: R11         Business Combination                                HTML     31K 
25: R12         Leases                                              HTML     47K 
26: R13         Stock-Based Compensation                            HTML     83K 
27: R14         Net Income Per Share                                HTML     49K 
28: R15         Goodwill                                            HTML     31K 
29: R16         Amortizable Intangible Assets                       HTML     54K 
30: R17         Cash Equivalents and Marketable Securities          HTML    137K 
31: R18         Fair Value of Financial Assets and Liabilities and  HTML     75K 
                Investments in Non-Affiliated Entities                           
32: R19         Balance Sheet Components                            HTML     97K 
33: R20         Derivative Financial Instruments                    HTML     38K 
34: R21         Debt                                                HTML     61K 
35: R22         Commitments and Contingencies                       HTML     57K 
36: R23         Income Taxes                                        HTML    139K 
37: R24         Shareholders? Equity                                HTML     37K 
38: R25         Employee Retirement Plans                           HTML     34K 
39: R26         Segment Information                                 HTML    111K 
40: R27         Schedule II - Valuation and Qualifying Accounts     HTML     66K 
41: R28         Pay vs Performance Disclosure                       HTML     40K 
42: R29         Insider Trading Arrangements                        HTML     47K 
43: R30         Organization and Summary of Significant Accounting  HTML    133K 
                Policies (Policies)                                              
44: R31         Leases (Tables)                                     HTML     48K 
45: R32         Stock-Based Compensation (Tables)                   HTML     81K 
46: R33         Net Income Per Share (Tables)                       HTML     49K 
47: R34         Amortizable Intangible Assets (Tables)              HTML     56K 
48: R35         Cash Equivalents and Marketable Securities          HTML    140K 
                (Tables)                                                         
49: R36         Fair Value of Financial Assets and Liabilities and  HTML     74K 
                Investments in Non-Affiliated Entities (Tables)                  
50: R37         Balance Sheet Components (Tables)                   HTML    106K 
51: R38         Derivative Financial Instruments (Tables)           HTML     35K 
52: R39         Debt (Tables)                                       HTML     59K 
53: R40         Commitments and Contingencies (Tables)              HTML     48K 
54: R41         Income Taxes (Tables)                               HTML    140K 
55: R42         Segment Information (Tables)                        HTML    111K 
56: R43         Organization and Summary of Significant Accounting  HTML     96K 
                Policies (Details)                                               
57: R44         Business Combination (Details)                      HTML     32K 
58: R45         Leases - Schedule of Future Minimum Lease Payments  HTML     54K 
                (Details)                                                        
59: R46         Leases - Narrative (Details)                        HTML     44K 
60: R47         Leases - Schedule of other lease information        HTML     33K 
                (Details)                                                        
61: R48         Stock-Based Compensation - Schedule of Stock-Based  HTML     38K 
                Compensation Expense (Details)                                   
62: R49         Stock-Based Compensation - Summary of Equity        HTML     80K 
                Awards (Details)                                                 
63: R50         Stock-Based Compensation - Narrative (Details)      HTML     81K 
64: R51         Stock-Based Compensation - Equity Incentive Plans   HTML     56K 
                (Details)                                                        
65: R52         Net Income Per Share (Details)                      HTML     66K 
66: R53         Goodwill (Details)                                  HTML     45K 
67: R54         Amortizable Intangible Assets (Details)             HTML     66K 
68: R55         Cash Equivalents and Marketable Securities - Cash   HTML     69K 
                Equivalents and Marketable Securities (Details)                  
69: R56         Cash Equivalents and Marketable Securities -        HTML     60K 
                Unrealized Losses Aggregated by Investment                       
                Category (Details)                                               
70: R57         Cash Equivalents and Marketable Securities -        HTML     46K 
                Amortized Cost and Estimated Fair Value of Cash                  
                Equivalents and Marketable Securities (Details)                  
71: R58         Fair Value of Financial Assets and Liabilities and  HTML     86K 
                Investments in Non-Affiliated Entities (Details)                 
72: R59         Fair Value of Financial Assets and Liabilities and  HTML     43K 
                Investments in Non-Affiliated Entities - Narrative               
                (Details)                                                        
73: R60         Fair Value of Financial Assets and Liabilities and  HTML     37K 
                Investments in Non-Affiliated Entities - Carrying                
                Value of Non-marketable Equity Securities                        
                (Details)                                                        
74: R61         Fair Value of Financial Assets and Liabilities and  HTML     32K 
                Investments in Non-Affiliated Entities -                         
                Cumulative Gross (Details)                                       
75: R62         Balance Sheet Components - Inventories (Details)    HTML     40K 
76: R63         Balance Sheet Components - Property and Equipment   HTML     56K 
                (Details)                                                        
77: R64         Balance Sheet Components - Narrative (Details)      HTML     47K 
78: R65         Balance Sheet Components - Other Assets (Details)   HTML     42K 
79: R66         Balance Sheet Components - Accrued and Other        HTML     63K 
                Current Liabilities (Details)                                    
80: R67         Balance Sheet Components - Other Long-Term          HTML     42K 
                Liabilities (Details)                                            
81: R68         Balance Sheet Components - Deferred Revenue         HTML     35K 
                (Details)                                                        
82: R69         Balance Sheet Components - Revenue Remaining        HTML     37K 
                Performance Obligation (Details)                                 
83: R70         Derivative Financial Instruments - Notional Value   HTML     35K 
                of Our Foreign Currency Forward Contracts                        
                Outstanding (Details)                                            
84: R71         Derivative Financial Instruments - Narrative        HTML     32K 
                (Details)                                                        
85: R72         Debt - Narrative (Details)                          HTML     50K 
86: R73         Debt - Schedule of Debt (Details)                   HTML     81K 
87: R74         Commitments and Contingencies - Narrative           HTML     38K 
                (Details)                                                        
88: R75         Commitments and Contingencies - Summary of Future   HTML     40K 
                Commitments Due by Year (Details)                                
89: R76         Commitments and Contingencies - Schedule of         HTML     36K 
                Product Warranty Liabilities (Details)                           
90: R77         Income Taxes - Components of Income Tax Expense     HTML     68K 
                (Details)                                                        
91: R78         Income Taxes - Income Tax Reconciliation (Details)  HTML     78K 
92: R79         Income Taxes - Deferred Taxes (Details)             HTML     70K 
93: R80         Income Taxes - Narrative (Details)                  HTML     74K 
94: R81         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     45K 
95: R82         Shareholders' Equity (Details)                      HTML     55K 
96: R83         Employee Retirement Plans (Details)                 HTML     30K 
97: R84         Segment Information - Narrative (Details)           HTML     40K 
98: R85         Segment Information - Reportable Segments           HTML     48K 
                (Details)                                                        
99: R86         Segment Information - Reconciling Items (Details)   HTML     47K 
100: R87         Segment Information - Revenue and Long-lived        HTML     51K  
                Assets by Region (Details)                                       
101: R88         Segment Information - Schedule of Revenue by        HTML     48K  
                Market (Details)                                                 
102: R89         Schedule II - Valuation and Qualifying Accounts     HTML     44K  
                (Details)                                                        
104: XML         IDEA XML File -- Filing Summary                      XML    193K  
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‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation — compensationrecoverypolicy

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C: 
  Document  
        
COMPENSATION RECOVERY POLICY
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Last updated: November 30, 2023
Policy Purpose | Applicability
This Policy provides for the Company’s recovery, in the event of an Accounting Restatement, of certain compensation received by the Company’s officers. Specifically, this Policy applies to Incentive Compensation Received on or after the Effective Date by a Covered Officer (i) after beginning services as a Covered Officer, (ii) who served as a Covered Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.
This Policy is designed to comply, and shall be interpreted to be consistent, with the Compensation Recovery Rules. It shall be binding and enforceable against all Covered Officers and, to the extent required by the Compensation Recovery Rules, their beneficiaries, heirs, executors, administrators or other legal representatives.
This Policy amends and restates the Prior Policy with respect to all Incentive Compensation that is Received by a Covered Officer on and after the Effective Date. The Prior Policy shall continue to apply to Incentive Compensation Received by a Covered Officer prior to the Effective Date.
Policy Statement | Responsibilities
In the event of an Accounting Restatement, regardless of whether or when any restated financial statements are filed, the Company must reasonably promptly recover the full amount of the Recoverable Incentive Compensation, regardless of whether the Covered Officer engaged in any misconduct and regardless of fault.
For any compensation plans or programs involving Incentive Compensation, the amount of Recoverable Incentive Compensation shall include the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of Recoverable Incentive Compensation shall be based on a reasonable estimate of the effect of the Accounting Restatement on the applicable stock price or TSR. The Company shall maintain documentation of the determination of that reasonable estimate and provide it to Nasdaq in accordance with Rule 5608.
The Company would not be required to recover Recoverable Incentive Compensation if (I) (A) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the Recoverable Incentive Compensation, or (B) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Sections 401(a)(13) or 411(a) and regulations thereunder and (II) the Committee (or in the absence of a Committee, a majority of the independent members of the Board) determines that recovery would be impracticable. However, before concluding that it would be impracticable to recover any amount of Recoverable Incentive Compensation based on expense of enforcement under (I)(A) of this paragraph, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document its reasonable attempt(s) to recover, and provide that documentation to Nasdaq in accordance with Rule 5608.
To the extent permitted by applicable law, the Committee shall, in its sole discretion, determine the timing and method for recovering Recoverable Incentive Compensation, provided that the recovery is undertaken reasonably promptly. The Committee may, but is not limited to, seek recovery from a Covered Officer from any or a combination of the following sources, irrespective of whether the applicable source of compensation was approved, awarded, granted, payable or paid to the Covered Officer prior to, on, or after the Effective Date: (i) direct repayment of Recoverable Incentive Compensation previously paid to the Covered Officer; (ii) cancelling or directing the return of prior cash or equity-based awards (whether vested or unvested and whether paid or unpaid); (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of any deferred compensation, subject to compliance with Code Section 409A; and (v) any other method authorized by applicable

NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 1 of 5

        
COMPENSATION RECOVERY POLICY
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law or contract. The Committee need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.
The Company shall make any disclosures and filings with respect to the Policy that are required by law, including as required by the SEC.
Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company’s certificate of incorporation or bylaws to the contrary, no Covered Officer shall be entitled to indemnification against the loss of Recoverable Incentive Compensation, nor shall any Covered Officer be entitled to advancement of expenses in connection with any enforcement of this Policy by the Company, including payment or reimbursement for the Covered Officer’s insurance premiums to cover potential obligations to the Company under this Policy. All Covered Officers are subject to this Policy pursuant to the terms as set forth in Exhibit A.
Nothing in this Policy nor any recovery shall limit any claims, damages or other legal remedies the Company may have against a Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings.
This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recovery policy and/or similar provisions in any employment, equity plan, equity award or other individual agreement to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, that any amounts already recovered by or reimbursed to the Company under those requirements and provisions related to the same Accounting Restatement will be credited towards the amount of any Recoverable Incentive Compensation under this Policy, except as may be required by applicable law or listing standards.
Any action by the Company to recover or any recovery of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangements applicable to such Covered Officer, or (ii) to constitute a breach of any contract or other arrangement to which such Covered Officer is a party.
COMPLIANCE, VIOLATIONS and CONSEQUENCES
The Company may be subject to delisting if it does not comply with this Policy.
ADMINISTRATION, TERMINATION and AMENDMENT
This Policy shall be administered by the Committee, unless otherwise determined by a majority of the independent members of the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Committee is authorized and directed to consult with the full Board, individual members of the Board, or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority.
The Committee members and any other members of the Board who assist in the administration of this Policy shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of Committee members under applicable law or Company policy.
Subject to applicable law, the Committee may authorize and empower any officer or employee of the Company to take any and all actions that the Committee, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 2 of 5

        
COMPENSATION RECOVERY POLICY
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If any provision of this Policy or the application of any provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
The Committee may amend, terminate or replace this Policy or any portion of this Policy at any time in its sole discretion, and shall amend this Policy as it deems necessary to comply with applicable law or listing standards.
Speak Up | Reporting Concerns
If you are aware of a situation that may violate this Policy, you have a responsibility to report the incident to your immediate supervisor, Corporate Legal or to NVIDIA-Compliance. Reports may also be submitted anonymously by using NVIDIA’s Speak Up system through EthicsPoint at 1-866-295-3993 (for the U.S.) or via the web here. When reporting a concern, we encourage you to consider revealing your identity so that we can properly follow up and investigate alleged violations. NVIDIA will ensure that appropriate confidentiality measures are taken and will not retaliate against anyone, who in good faith, reports a concern or cooperates with an investigation, even when allegations are found to be unsubstantiated.
Resources | Questions
If you have any questions about any aspect of this Policy, you are encouraged to contact Corporate Legal.

NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 3 of 5

        
COMPENSATION RECOVERY POLICY
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Definitions
Accounting Restatement
An accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period
Accounting Restatement Date
The earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement
Board
Board of Directors of the Company
Code
Internal Revenue Code of 1986, as amended
Committee
Compensation Committee of the Board
Company
NVIDIA Corporation
Compensation Recovery Rules
Section 10D and Rule 10D-1 of the Exchange Act and Rule 5608
Covered Officer
A current or former “executive officer,” as such term is defined in Section 10D and Rule 10D-1(d) of the Exchange Act and Rule 5608
Effective Date
October 2, 2023
Exchange Act
Securities Exchange Act of 1934, as amended
Financial Reporting Measure
A measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure derived wholly or in part from such measure, including Company stock price and TSR. A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure
Incentive Compensation
Any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure
Lookback Period
The three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall be deemed a completed fiscal year); provided, that the Lookback Period shall not include fiscal years completed prior to October 2, 2023
Prior Policy
The Company’s Compensation Recovery Policy dated April 1, 2009
Received
Incentive Compensation is deemed “received” in the Company’s fiscal period in which the relevant Financial Reporting Measure is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
Recoverable Incentive Compensation
Incentive Compensation Received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that otherwise would have been Received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and other deductions)
Rule 5608
Nasdaq Listing Rule 5608
SEC
Securities and Exchange Commission
TSR
Total shareholder return
NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 4 of 5


Exhibit A

NVIDIA Corporation
Compensation Recovery Policy
Form of Executive Acknowledgment

I, the undersigned, agree and acknowledge that I am bound by, and subject to, the NVIDIA Corporation Compensation Recovery Policy dated November 30, 2023, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter, indemnity agreement or other individual agreement with NVIDIA Corporation (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the terms of the Policy shall govern.
In the event that the Committee (as defined in the Policy) or other applicable administrator of the Policy determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Notwithstanding anything to the contrary in the Company’s bylaws or in any indemnity agreement between the Company and me, I further agree and acknowledge that I am not entitled to indemnification against the loss of any Recoverable Incentive Compensation, I am not entitled to payment or reimbursement by the Company for premiums in connection with any insurance I may procure to cover potential obligations to the Company under this Policy, and I hereby waive any right to advancement of expenses in connection with any enforcement of the Policy by the Company.

Agreed and Acknowledged:

    
Name:     
Title:     
Date:     


NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 5 of 5

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/248-K
For Period end:1/28/24
11/30/234
10/2/23
4/1/09
 List all Filings 

18 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/23  NVIDIA Corp.                      8-K:5,9     3/02/23   12:490K
 2/24/23  NVIDIA Corp.                      10-K        1/29/23  109:12M
 6/06/22  NVIDIA Corp.                      8-K:5,9     6/02/22   12:513K
 3/18/22  NVIDIA Corp.                      10-K        1/30/22  109:12M
 3/09/22  NVIDIA Corp.                      8-K:5,9     3/03/22   12:505K
 8/20/21  NVIDIA Corp.                      10-Q        8/01/21   82:8.1M
 6/16/21  NVIDIA Corp.                      8-K:1,2,9   6/14/21   13:906K                                   Donnelley … Solutions/FA
 5/26/21  NVIDIA Corp.                      10-Q        5/02/21   83:7.2M
 9/14/20  NVIDIA Corp.                      8-K:1,7,9   9/13/20   13:9.7M                                   Donnelley … Solutions/FA
 5/21/20  NVIDIA Corp.                      10-Q        4/26/20   75:7.3M
 3/31/20  NVIDIA Corp.                      8-K:1,2,9   3/26/20   13:914K                                   Donnelley … Solutions/FA
 3/11/19  NVIDIA Corp.                      8-K:1,8,9   3/10/19    8:7.3M
 3/11/19  NVIDIA Corp.                      8-K:5,9     3/06/19    3:282K
12/15/17  NVIDIA Corp.                      8-K:1,2,9  12/15/17    2:187K
 9/16/16  NVIDIA Corp.                      8-K:1,2,9   9/13/16    5:707K                                   Donnelley … Solutions/FA
 3/12/15  NVIDIA Corp.                      10-K        1/25/15   84:15M
 3/07/06  NVIDIA Corp.                      8-K:1,5,8,9 3/02/06    4:271K
 4/24/98  NVIDIA Corp.                      S-1/A                  9:503K                                   Donnelley Fin’l S… 13/FA
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