Need help with the document attached. The company that this paper is about is Nvidia.

Project Descriptions SEC 10-K Paper You will be asked to select a company that is publically traded. You must research and secure the SEC 10-K Annual Report for the most recent year. This is often available at the company web site. Look for "Investor Information" or "Company Information". Save the file to your computer for access. There is no need to print as the report is usually 100 pages or more. 1. 2. 3. 4. 5. 6. 7. 8. 9. Post the name of your company in the SEC 10-K company for my approval in the week 1 Discussion. Each student must select a different company so read the company names selected by classmates. You will use this company for discussion in the discussions during the semester. You will write a 2 - 3 page paper, single spaced, one inch margins, 12 pt font, with double space between paragraphs. Your paper should comment on the financial statements for your company as they relate to the information presented in chapters 13-18 of your textbook, including the notes to the financial statements. ** Use headings in your paper such as Investments (topics from our textbook; other examples would be Financial Ratios or Cash Flow). Please keep your paper to no more than 3 pages The report will be submitted after Chapter 18. Do not consider information from Ch 19 - 26 in your paper. Take care to avoid academic dishonesty. Write your paper, read it, and edit. Use your own words. Follow the UMUC policy on issues of Academic Dishonesty.. Please include a brief introduction of your company as well as a conclusion/summary at the end. You will also be required to include the Income Statement, Balance Sheet and Cash Flow Statement as an attachment to your report (you can cut and paste directly from the 10-K report). APA style is required for citations and a reference list. Ask questions if any of the requirements are unclear. 10. Additional guidance for your paper and resources: 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. Page count does not include title page, tables and exhibits, table of contents, and reference list Please include a title page (include your name on the title page) Include a reference list (business classes use APA format) Include in text citations (business classes use APA format) Your paper should use one-inch margins on the left, right, top, and bottom of each page, and font set at 12 point. Take care to comply with the UMUC policy for academic honesty Write your paper, in your own words, using accounting words from our textbook and explaining how these relate to the financial statements of your company Our discussion postings during the semester should assist you in completing this paper Visit the Accounting Toolbox in the Course Content of our Leo Classroom The Accounting Toolbox is a constant resource in our UMUC undergraduate accounting courses Links and explanations to assist you with this paper may appear in this resource Additional information will be posted in the Week 1 Discussion area of Leo Classroom. Please make sure you review carefully and ask questions if you have any. SEC 10-K Power Point Presentation You will also be required to prepare a brief power point file of no more than 6 slides. Post the power point presentation in the discussion area for comments by other students. After you read the comments you may wish to make changes to your power point file before submitting it in the assignment folder along. Include a reference list in APA format. Ask questions if any of the requirements are unclear. You are required to post comments on the work of at least one other student who does not yet have comments so everyone has at least one set of comments. Do not wait until the last day to post your power point file so everyone has a chance to visit the files. 2017 NVIDIA CORPORATION ANNUAL REVIEW NOTICE OF ANNUAL MEETING PROXY STATEMENT FORM 10-K THE AGE OF THE GPU IS UPON US THE NEXT PLATFORM A decade ago, we set out to transform the GPU into a powerful computing platforma specialized tool for the da Vincis and Einsteins of our time. GPU computing has since opened a floodgate of innovation. From gaming and VR to AI and self-driving cars, we're at the center of the most promising trends in our lifetime. The world has taken notice. Jensen Huang CEO and Founder, NVIDIA NVIDIA GEFORCE HAS MOVED FROM GRAPHICS CARD TO GAMING PLATFORM FORBES The PC drives the growth of computer gaming, the largest entertainment industry in the world. The mass popularity of eSports, the evolution of gaming into a social medium, and the advance of new technologies like 4K, HDR, and VR will fuel its further growth. Today, 200 million gamers play on GeForce, the world's largest gaming platform. Our breakthrough NVIDIA Pascal architecture delighted gamers, and we built on its foundation with new capabilities, like NVIDIA Ansel, the most advanced in-game photography system ever built. To serve the 1 billion new or infrequent gamers whose PCs are not ready for today's games, we brought the GeForce NOW game streaming service to Macs and PCs. Mass Effect: Andromeda. Courtesy of Electronic Arts. THE BEST ANDROID TV DEVICE JUST GOT BETTER ENGADGET NVIDIA SHIELD TV, controller, and remote. NVIDIA SHIELD is taking NVIDIA gaming and AI into living rooms around the world. The most advanced streamer now boasts 1,000 games, has the largest open catalog of media in 4K, and can serve as the brain of the AI home. NVIDIA SPOT, an AI mic accessory, extends SHIELD's NVIDIA SHIELD SPOT. intelligent control throughout the house. 10:00 AM NVIDIA'S FIRST-EVER GAME A BLAST TO PLAY IN VR USA TODAY 6:00 PM NVIDIA TAKES VIRTUAL REALITY ONE STEP CLOSER TO THE HOLODECK WITH IRAY VR TECHRADAR NVIDIA has led the field of visual computing since our invention of the GPU in 1999. VR is the next frontier. NVIDIA GPUs are the engines that power this new medium and we're making VR even more immersive with technologies like NVIDIA Iray that bring the physical properties of light and materials into virtual worlds. Iray VR was used in the design of NVIDIA's new headquarters (pictured here). 9:00 PM VR Funhouse, an NVIDIA game that brings advanced graphics, haptics, and realistic physics to VR, has been downloaded 200,000 times. NVIDIA'S INSANE DGX-1 IS A COMPUTER TAILOR-MADE FOR DEEP LEARNING ENGADGET NVIDIA IS NOT JUST ACCELERATING AI, IT AIMS TO RESHAPE COMPUTING FORBES A new era of computing is upon us. app. More than 2,000 AI startups have cropped up around the world. Healthcare Artificial intelligence amplifies our organizations, from the 165-year- cognitive abilitiesletting us solve old Mount Sinai Hospital to startups problems where the complexity is too like PathAI, are using AI to advance great, the information is incomplete, everything from drug discovery to or the details are too subtle and require cancer diagnosis. FANUC, the Japanese expert training. Learning from data industrial robotics giant, is building a computer's version of life experience the factory of the future on the NVIDIA is how AI evolves. AI platform. Hikvision, the world leader in surveillance systems, is using AI to GPU deep learning is a new computing help make cities safer. model in which deep neural networks are trained to recognize patterns from And we're working with the world's massive amounts of data. largest enterprise technology providers so every company can tap into the power Every industry has awoken to AI. The of GPU deep learning. world's leading internet companies are racing to infuse intelligence into every NVIDIA DGX-1, an AI supercomputer in a box, delivers the computing power of a 250-node HPC cluster, reducing deep neural network training time from weeks to days. NVIDIA'S SELF-DRIVING CARS WILL HELP YOU DRIVE BETTER, TOO THE VERGE THIS IS THE FUTURE OF DRIVING ARS TECHNICA Autonomous vehicles will modernize the $10 trillion transportation industry, but they require an enormous amount of computing power. NVIDIA DRIVE PX 2 is a scalable AI car supercomputer that spans the entire range of autonomous driving. Using PX 2, BB8, our research AI car (pictured here), has learned to drive in all kinds of conditionson highways and windy roads, through obstacle courses, at night, and in the rain. Every Tesla Motors vehicle now comes equipped with DRIVE PX 2 for full self-driving capabilities, and Audi will achieve Level 4 autonomous driving in cars powered by DRIVE PX starting in 2020. With our AI Co-Pilot capabilities, even when the car's not driving for you, it can be watching out for youalerting you to dangerous situations on the road, knowing where you're looking, and reading your lips to understand your commands in noisy situations. DEAR NVIDIANS AND STAKEHOLDERS, GPU COMPUTING HAS ARRIVED. The tool that we built for the da Vincis and Einsteins of our time is the force behind today's most promising trends, from gaming and VR to AI and self-driving cars. We leverage our powerful platform by focusing on the hardest problems that only we can solve. They require deep technical integration, from processor to software to systems to domain expertise. They are worth the efforts of our talented, dedicated employees. And they matter to the world. OUR COMPANY IS UNIQUE IN ITS EVOLUTION AND MARKET POSITION. OUR STRATEGY IS FIRING ON ALL CYLINDERS. Revenue was up 38% to reach a record AI fueled the rapid growth of our Transformed from chips to platforms $6.9 billion and gross margins expanded datacenter business, which tripled year and products. Along with our moves 270 basis points to hit 58.8 percent. GAAP over year in the fourth quarter, bringing to build platforms for select vertical earnings per share were $2.57, up 138 total annual revenue to $830 million. We markets, we've also evolved from percent. And we returned $1 billion to have a multi-year lead in AI computing. building chips to building systems. shareholders through dividends and We've built an end-to-end platform that NVIDIA SHIELD is one example of stock repurchases. starts with a GPU optimized for AI. Our this transformation. SHIELD is a tiny single architecture spans computers of supercomputer for the home. It brings Our gaming business grew 44% this year every shape and sizePCs, servers, IoT NVIDIA's famed gaming capabilities to a record $4.1 billion. The breakthrough devicesand is available from every to the living room, serves up 4K HDR Pascal architecture solidified our market cloud service providerAlibaba, Amazon, movies, and is the AI computer that will leadership. And we expanded our Google, IBM, Microsoft. GPU deep one day let you talk to and control your platform with solutions to ride the learning is the most advanced, most home. The DGX-1 AI supercomputer, massive waves of blockbuster games, accessible platform for AI. our main thrust to bring AI to every eSports, and social media. enterprise, is another example of our Adoption of DRIVE PX 2 spurred our systems approach. We continued to lead visual computing, multi-year lead in AI car computing. seeing double digit growth in our Our AI car platform spans the range of Today, NVIDIA is capable of innovating professional visualization business autonomous vehicles, from auto-piloted across the entire computing stack and advancing the field with our latest cars to driverless shuttles, from training from the most advanced GPUs to Iray and VR technologies. to cloud mapping to in-car AI capabilities. innovative systems, from graphics to AI, Some of the world's most innovative from device to cloudto serve the most automakers, the world's largest auto exciting growth industries of our time. suppliers, and the leading mapping companies have adopted DRIVE PX. REVENUE GROSS MARGINS +38% +270 bps EPS +1,310 bps 30% 60% $8 B OPERATING MARGINS 28.0% +138% $3.00 $6.9 B $2.57 58.8% 59% $6 B 20% $2.00 10% $1.00 58% $4 B 57% $2 B $0 56% FY '16 FY '17 55% FY '16 FY '17 0% FY '16 FY '17 $0.00 FY '16 FY '17 GIVING BACK TO OUR COMMUNITIES SHAPING THE FUTURE NVIDIANs are passionate about giving This includes $200,000 grants this year NVIDIA is a learning machine. For back to their communities, with a long to the Translational Genomics Research over two decades, we've continuously history of volunteerism and strong Institute for research to discover reinvented ourselves. Our work today support for fighting cancer and improving individualized therapeutic vulnerability is shaping the industries and society education. Our philanthropic giving this in cancer, and to a team at the University of tomorrow. year exceeded $5 million. of North Texas that aims to discover new cancer biomarkers to improve Our company regularly receives top diagnosis and treatment. marks on prominent lists of the most socially and environmentally responsible With Project Inspire, our employees and companies, including debuting at No. 20 their families come together each year on the 100 Best Corporate Citizens to enhance their local communities. In list in 2016. Santa Clara, we celebrated our 10th annual and largest yet event, which Our employee-run NVIDIA Foundation brought together 1,650 of us to transform sets the priorities for our philanthropic a local high school in an underserved The computing model that we pioneered efforts. We have invested more than $3 neighborhood. In Pune, India, nearly is at the convergence of visual computing, million in Compute the Cure, which aids 200 employees and their families high performance computing, and AI researchers using GPU computing improved a rural high school and junior technologies that will redefine the techniques to accelerate their cancer- college. In the U.K., NVIDIANs teamed relationship between man and machine. fighting work as well as nonprofits up to improve a facility for people with The world we inhabit will increasingly providing care and support services learning disabilities. be expanded by virtual realities. And to those affected by the disease. our natural abilities will be amplified by artificial intelligence. This is undoubtedly the most exciting time in our industry. AI will revolutionize the very structure and fabric of society, from transportation to healthcare, and allow us to finally tackle those challenges that matter most, like finding a cure for cancer. We, at NVIDIA, are seizing the moment. Jensen Huang CEO and Founder, NVIDIA April 2017 The NVIDIA DGX SATURNV supercomputer will turboboost the U.S. government's Cancer Moonshot. Comprised of 124 DGX-1 systems, SATURNV is the most energy-efficient supercomputer in the world. NVIDIA CORPORATION NOTICE OF 2017 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 and benefits of our products and technologies; the drivers of computer gaming growth; the impact of virtual reality, artificial intelligence and autonomous vehicles; and our 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 products 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 reports NVIDIA files with the Securities and Exchange Commission, or SEC, including its Form 10-K for the fiscal period ended January 29, 2017. 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 April 7, 2017, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances. NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS Date and time: Tuesday, May 23, 2017 at 10:30 a.m. Pacific Daylight Time Location: Online at www.virtualshareholdermeeting.com/NVIDIA2017 Items of business: Election of twelve directors nominated by the Board of Directors Approval of our executive compensation Approval of the frequency of holding a vote on executive compensation Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2018 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 March 24, 2017. Virtual meeting admission: We will be holding our annual meeting online only this year at www.virtualshareholdermeeting.com/NVIDIA2017. To participate in the annual meeting, you will need the control number included on your notice of Internet availability of the proxy materials or your proxy card (if you received a printed copy of the proxy materials). Pre-meeting forum: The online format for the annual meeting also allows us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting www.proxyvote.com. On our premeeting forum, you can submit questions in advance of the annual meeting, and also access copies of our proxy statement and annual report. Your vote is very important. Whether or not you plan to attend the virtual meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the meeting, you may vote via the Internet, by telephone or, if you 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 May 23, 2017. This Notice, our Proxy Statement, our Annual Report on Form 10-K and our Stockholder Letter are available at www.nvidia.com/proxy. By Order of the Board of Directors Timothy S. Teter Secretary Santa Clara, California April 7, 2017 TABLE OF CONTENTS DEFINITIONS PROXY SUMMARY PROXY STATEMENT Information About the Meeting Proposal 1Election of Directors Director Qualifications Our Director Nominees Information About the Board of Directors and Corporate Governance Independence of the Members of the Board of Directors Board Leadership Structure Role of the Board in Risk Oversight Corporate Governance Policies of the Board of Directors Stockholder Communications with the Board of Directors Nomination of Directors Majority Vote Standard Board Meeting Information Committees of the Board of Directors Director Compensation Review of Transactions with Related Persons Security Ownership of Certain Beneficial Owners and Management Proposal 2Approval of Executive Compensation Executive Compensation Compensation Discussion and Analysis Risk Analysis of Our Compensation Plans Summary Compensation Table for Fiscal 2017, 2016 and 2015 Grants of Plan-Based Awards For Fiscal 2017 Outstanding Equity Awards as of January 29, 2017 Option Exercises and Stock Vested in Fiscal 2017 Employment, Severance and Change-in-Control Arrangements Potential Payments Upon Termination or Change-in-Control Compensation Committee Interlocks and Insider Participation Compensation Committee Report Proposal 3Approval of the Frequency of Holding an Advisory Vote on Executive Compensation Proposal 4Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal 2018 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 Section 16(a) Beneficial Ownership Reporting Compliance Other Matters PAGE 1 2 6 6 10 11 12 18 18 18 18 19 21 21 21 22 22 24 26 27 29 30 30 49 50 51 53 57 58 58 59 59 60 61 61 63 64 65 65 65 DEFINITIONS 2007 Plan 2012 ESPP 2016 Meeting 2017 Meeting 2018 Meeting AC Board CC CD&A CEO Company Control Number Dodd Frank Act Exchange Act Exequity FASB Fiscal 2016 Fiscal 2017 Fiscal 2018 Form 10-K GAAP Internal Revenue Code Lead Director MY PSUs NASDAQ NCGC NEOs Non-GAAP Operating Income NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan 2016 Annual Meeting of Stockholders 2017 Annual Meeting of Stockholders 2018 Annual Meeting of Stockholders Audit Committee The Company's Board of Directors Compensation Committee Compensation Discussion and Analysis Chief Executive Officer NVIDIA Corporation, a Delaware corporation Identification number for each stockholder included in Notice or Proxy Card Dodd-Frank Wall Street Reform and Consumer Protection Act Securities Exchange Act of 1934, as amended Exequity LLP, the CC's independent compensation consultant Financial Accounting Standards Board The Company's fiscal year 2016 (January 26, 2015 to January 31, 2016) The Company's fiscal year 2017 (February 1, 2016 to January 29, 2017) The Company's fiscal year 2018 (January 30, 2017 to January 28, 2018) The Company's Annual Report on Form 10-K for Fiscal 2017 filed with the SEC on March 1, 2017 Generally accepted accounting principles U.S. Internal Revenue Code of 1986, as amended Lead independent director PSUs with a three-year performance metric The NASDAQ Stock Market LLC Nominating and Corporate Governance Committee Named Executive Officers consisting of our CEO, our chief financial officer and our other three executive officers GAAP operating income adjusted for stock-based compensation expense, product warranty charge (Fiscal 2016 only), legal settlement costs (Fiscal 2017 only), acquisition-related costs, contributions (Fiscal 2017 only) and restructuring and other charges, as the Company reports in its respective earnings materials. The net aggregate adjustment to GAAP operating income for these items for Fiscal 2017 was $287 million, and for Fiscal 2016 was $378 million. Please see Reconciliation of Non-GAAP Financial Measures in our Compensation Discussion and Analysis for a reconciliation between the nonGAAP measures and GAAP results Notice NYSE PSUs PwC RSUs S&P 500 SEC Stretch Operating Plan SY PSUs Target Compensation Plan Threshold Notice of Internet Availability of Proxy Materials New York Stock Exchange Performance stock units PricewaterhouseCoopers LLP Restricted stock units Standard & Poor's 500 Composite Index U.S. Securities and Exchange Commission Maximum goal attainment under the Variable Cash Plan, SY PSUs and MY PSUs PSUs with a single-year performance metric, vesting over four years Target goal attainment under the Variable Cash Plan, SY PSUs and MY PSUs Threshold goal attainment under the Variable Cash Plan, SY PSUs and MY PSUs TSR Variable Cash Plan Total shareholder return The Company's variable cash compensation plan 1 PROXY SUMMARY This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. 2017 Annual Meeting of Stockholders Date and time: Location: Record date: Admission to meeting: Tuesday, May 23, 2017 at 10:30 a.m. Pacific Daylight Time Online at www.virtualshareholdermeeting.com/NVIDIA2017 Stockholders as of March 24, 2017 are entitled to vote You will need your Control Number to attend the annual meeting Voting Matters and Board Recommendations A summary of the 2017 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 for 1 YEAR for proposal 3. Page Board Recommendation Vote Required for Approval Election of twelve directors 10 FOR each director nominee Approval of our executive compensation 29 Approval of the frequency of holding a vote on executive compensation Ratification of selection of PwC as our independent registered public accounting firm for Fiscal 2018 Matter Effect of Abstentions Effect of Broker Non-Votes More FOR than WITHHOLD votes None None FOR Majority of shares present Against None 60 1 YEAR Majority of shares present Against None 61 FOR Majority of shares present Against None Management Proposals: Election of Directors (Proposal 1) The following table provides summary information about each director nominee: Name Age Director Since Occupation Fiscal 2017 Committees AC CC NCGC Chair Robert K. Burgess 59 2011 Independent Consultant Tench Coxe 59 1993 Managing Director, Sutter Hill Ventures Member Persis S. Drell 61 2015 Provost, Stanford University Member James C. Gaither 79 1998 Managing Director, Sutter Hill Ventures Jen-Hsun Huang 54 1993 President & CEO, NVIDIA Corporation Dawn Hudson 59 2013 Chief Marketing Officer, National Football League Harvey C. Jones 64 1993 Managing Partner, Square Wave Ventures Michael G. McCaffery William J. Miller (2) 63 2015 Chairman & Managing Director, Makena Capital Management 71 1994 Independent Consultant Member Member Member Member (1) Chair Mark L. Perry 61 2005 Independent Consultant Chair (1) A. Brooke Seawell 69 1997 Venture Partner, New Enterprise Associates Member (1) Mark A. Stevens 57 2008 Managing Partner, S-Cubed Capital Member (3) Member __________ (1) AC Financial Expert (2) Lead Director (3) Mr. Stevens previously served as a member of our Board from 1993 until 2006 2 Member Board Overview and Recent Refreshment Our director nominees exhibit a variety of competencies, professional experience and backgrounds, and contribute diverse viewpoints and perspectives to our well-rounded Board. While the Board benefits from the extensive experience and institutional knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas by appointing four new directors in the last six years, most recently Dr. Drell and Mr. McCaffery in 2015. Below are the skills and competencies that our NCGC and Board consider important for our directors to have in light of our current business, and the number of directors that possess these competencies: Corporate Governance Highlights Our Board is committed to strong corporate governance, which is used to promote the long-term interest of NVIDIA and our stockholders. Regular stockholder outreach is important to us. 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 wellstructured. Each year, our management contacts our top 20 institutional stockholders (except for brokerage firms and institutional stockholders who we know do not engage in individual conversations with issuers) to gain valuable insights into their views on corporate governance and executive compensation issues. We met with stockholders holding a total of approximately 30% of our common stock in both Fall of 2015 and Fall of 2016. Our Lead Director attended these meetings, and we expect representatives of the Board will continue to participate in future stockholder outreach. In response to feedback received during our annual stockholder outreach meetings, and in keeping with what is rapidly becoming a corporate governance best practice, in November 2016, the NCGC recommended, and the Board voluntarily adopted, a \"proxy access\" amendment to our Bylaws which enables a stockholder (or a group of up to 20 stockholders) owning at least 3% of the voting power of NVIDIA's outstanding capital stock, continuously for at least three years, to include information in our proxy statement regarding director nominees for the greater of two candidates or 20% of the Board. 3 Highlights of our corporate governance practices include: Proxy access Declassified Board Majority voting for directors Active Board oversight of risk and risk management Stock ownership guidelines for our directors and executive officers 75% or greater attendance by each Board member at meetings of the Board and applicable committees Independent Lead Director 11 out of 12 Board members independent At least annual Board and committee selfassessments Annual stockholder outreach, including Lead Director participation Independent directors frequently meet in executive sessions Approval of Executive Compensation for Fiscal 2017 (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 attracting, motivating and retaining a high-caliber executive team, rewarding financial and operating performance and aligning our executives' interests with those of our stockholders to create long-term value. The Board has adopted a policy of providing for annual \"say-on-pay\" votes. Executive Compensation Highlights Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive compensation program is designed to pay for performance. We utilize compensation elements that meaningfully align our NEOs' interests with those of our stockholders to create long-term value. As such, our NEO pay is heavily weighted toward \"at-risk,\" performance-based compensation, in the form of SY PSUs, MY PSUs and a variable cash incentive that is only earned if we achieve multiple corporate financial metrics. At our 2016 Meeting, over 97% of the votes cast on our say-on-pay proposal were in support of the compensation paid to our NEOs for Fiscal 2016. After careful consideration of the results of this advisory vote, and given the significant level of stockholder support and our regular stockholder outreach efforts, our CC concluded that our program continues to align executive pay with stockholder interests. Accordingly, the CC determined not to make any significant changes to our program for Fiscal 2017 as a result of the advisory vote, but to continue to evaluate and refine our program to strengthen the link between our corporate performance and our NEO pay. Fiscal 2017 Financial Highlights Please see Reconciliation of Non-GAAP Financial Measures in our Compensation Discussion and Analysis for a reconciliation between the non-GAAP measures and GAAP results. 4 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. Management recommends an annual vote. Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2018 (Proposal 4) We are asking our stockholders to ratify the AC's selection of PwC as our independent registered public accounting firm for Fiscal 2018. While we are not required to have our stockholders ratify the selection of PwC, we are doing so 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 as our independent registered public accounting firm. Even if the selection is ratified, the AC may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of NVIDIA and our stockholders. 5 NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY SANTA CLARA, CALIFORNIA 95050 (408) 486-2000 ____________________________________________________ PROXY STATEMENT FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS - MAY 23, 2017 ____________________________________________________ INFORMATION ABOUT THE MEETING Your proxy is being solicited for use at the 2017 Meeting on behalf of the Board. Our 2017 Meeting will take place on Tuesday, May 23, 2017 at 10:30 a.m. Pacific Daylight Time. Meeting Attendance If you were an NVIDIA stockholder as of the close of business on the March 24, 2017 record date, or if you hold a valid proxy, you can attend and vote at our 2017 Meeting at www.virtualshareholdermeeting.com/NVIDIA2017, which contains instructions on how to demonstrate proof of stock ownership, and how to vote and submit questions via the Internet. Our 2017 Meeting will be held entirely online to allow greater participation and improved communication, and provide cost savings for our stockholders and NVIDIA. You will need the Control Number included on your Notice or proxy card (if you received a printed copy of the proxy materials) to enter the meeting. The online format for the 2017 Meeting will allow us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting www.proxyvote.com. On our pre-meeting forum, you can submit questions in advance of the 2017 Meeting, and also access copies of our proxy statement and annual report. Even if you plan to attend the 2017 Meeting online, 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 the 2017 Meeting. Non-stockholders can also listen to the 2017 Meeting live at www.virtualshareholdermeeting.com/NVIDIA2017. An archived copy of the webcast will be available at www.nvidia.com/proxy through June 6, 2017. Quorum and Voting Quorum. To hold our 2017 Meeting, we need a majority of the outstanding shares entitled to vote at the close of business on March 24, 2017, or a quorum, represented at the 2017 Meeting either by attendance online or by proxy. On the record date, there were 594,536,974 shares of common stock outstanding and entitled to vote, meaning that 297,268,488 shares must be represented at the 2017 Meeting or by proxy to have a quorum. A list of stockholders entitled to vote at the 2017 Meeting will be available at our headquarters, 2701 San Tomas Expressway, Santa Clara, California for 10 days prior to 6 the 2017 Meeting. If you would like to view the stockholder list, please call our Investor Relations Department at (408) 486-2000 to schedule an appointment. Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2017 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 2017 Meeting to another date. Vote Options. You may vote FOR any nominee to the Board, you may WITHHOLD your vote for any nominee or you may ABSTAIN from voting. 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 a preferred frequency. 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 March 24, 2017, and can vote shares in any of the following ways: By attending the 2017 Meeting online and voting during the meeting; Via mail, by signing and mailing your proxy card to us before the 2017 Meeting; or By telephone or over the Internet, by following the instructions provided in the Notice or your proxy materials. You may change your vote or revoke your proxy before the final vote at the 2017 Meeting in any of the following ways: Attend the 2017 Meeting online and vote during the meeting; Submit another properly completed proxy card with a later date; Send a written notice that you are revoking your proxy to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, Attention: Secretary; or Submit another proxy by telephone or Internet after you have already provided an earlier proxy. If you do not vote using any of the ways described above, your shares will not be voted. Street Name Holder: If your shares are held through a nominee, such as a bank or broker, as of March 24, 2017, your shares are held in \"street name.\" As a beneficial owner, such nominee is the stockholder of record of your shares. However, you have the right to direct your nominee on how to vote the shares in your account. You should have received a Notice or voting instructions from your nominee, and should follow the included instructions in order to instruct such nominee on how to vote your shares. To vote by attending the 2017 Meeting online, you must obtain a valid proxy from your nominee. If you do not instruct your nominee how to vote your shares, such nominee can use its discretion to vote such \"uninstructed\" shares with respect to matters considered by NYSE rules to be \"routine\". However, your nominee will not be able to vote your shares with respect to \"non-routine\" matters, including elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation) and amendments of equity plans, unless they receive specific instructions from you. A broker non-vote occurs when a nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Therefore, you MUST give your nominee instructions in order for your vote to be counted on the proposals to elect directors, to conduct an advisory approval of our executive compensation and to conduct an advisory approval of the frequency of holding a vote on our executive compensation. We strongly encourage you to vote. Note that under the rules of the national stock exchanges, 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 2017 Meeting only in accordance with applicable rules and procedures of those exchanges, as employed by the street name holder's brokerage firm. 7 Vote Count. On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of March 24, 2017. Votes will be counted by the inspector of election. The following table summarizes vote requirements and the effect of abstentions and broker non-votes: Proposal Number 1 2 3 4 Proposal Description Election of twelve directors Approval of our executive compensation Approval of the frequency of holding a vote on executive compensation Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2018 Vote Required for Approval Directors are elected if they receive more FOR votes than WITHHOLD votes FOR votes from the holders of a majority of shares present and entitled to vote The frequency receiving FOR votes from the holders of a majority of shares present and entitled to vote FOR votes from the holders of a majority of shares present and entitled to vote Effect of Abstentions None Effect of Broker Non-Votes None Against None Against None Against None 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 2017 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 2017 Meeting. Final voting results will be published in a current report on Form 8-K, which will be filed with the SEC by May 30, 2017. Proxy Materials As permitted by SEC rules, we are making our proxy materials available to stockholders electronically via the Internet at www.nvidia.com/proxy. On or about April 7, 2017, we sent stockholders who own our common stock at the close of business on March 24, 2017 (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our proxy materials, vote over the Internet 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.comvda 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 8 www.nvidia.com, with an electronic mail message to ir@nvidia.com or by mail at 2701 San Tomas Expressway, Santa Clara, California 95050). We will pay the entire cost of soliciting proxies. Our directors and employees may also solicit proxies in person, by telephone, by mail, by 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 a fee not to exceed $20,000 and they may help us solicit proxies from brokers, bank nominees and other institutional owners. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. 2018 Meeting Stockholder Proposals To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by December 8, 2017 to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, Attention: Secretary and must comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act. However, if we do not hold our 2018 Meeting between April 23, 2018 and June 22, 2018, then the deadline is a reasonable time before we begin to print and send our proxy materials. If you wish to submit a proposal for consideration at the 2018 Meeting that is not to be included in next year's proxy materials, you must do so in writing following the above instructions not later than the close of business on February 22, 2018, and not earlier than January 23, 2018. We also advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. 9 Proposal 1Election of Directors What am I voting on? Electing the 12 director nominees identified below to hold office until the 2018 Meeting and until his or her successor is elected or appointed. Vote recommendation: FOR the election of each of the 12 director nominees. Vote required: Directors are elected if they receive more FOR votes than WITHHOLD votes. Our Board has 12 members. All of our directors have one-year terms and stand for election annually. Our nominees include 11 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 listed below 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: Name Age Director Since Occupation Independent Other Public Company Boards Robert K. Burgess 59 2011 Independent Consultant Tench Coxe 59 1993 Managing Director, Sutter Hill Ventures 2 Persis S. Drell 61 2015 Provost, Stanford University James C. Gaither 79 1998 Managing Director, Sutter Hill Ventures Jen-Hsun Huang 54 1993 President & CEO, NVIDIA Corporation - - - Dawn Hudson 59 2013 Chief Marketing Officer, National Football League 2 Harvey C. Jones 64 1993 Managing Partner, Square Wave Ventures - Michael G. McCaffery 63 2015 Chairman & Managing Director, Makena Capital Management - William J. Miller (1) 2 71 1994 Independent Consultant 2 Mark L. Perry 61 2005 Independent Consultant 2 A. Brooke Seawell 69 1997 Mark A. Stevens 57 2008 (2) Venture Partner, New Enterprise Associates 1 Managing Partner, S-Cubed Capital 1 ________ (1) (2) Lead Director Mr. Stevens previously served as a member of our Board from 1993 until 2006 10 Director Qualifications The Board looks for its current and potential directors to have a broad range of skills, education, experiences and qualifications that can be leveraged in order to benefit NVIDIA and our stockholders. The NCGC is responsible for reviewing, assessing and recommending nominees to the Board for approval. The NCGC has not established specific minimum age, education, experience or skill requirements for potential members, and instead considers numerous factors regarding the nominee in light of our current business model, including the following: Directors' Skills, Qualifications and Traits Integrity and candor Independence Academia experience Desirability as a member of any committees of the Board Senior management and operating experience necessary to oversee our business Willingness and ability to devote substantial time and effort to Board responsibilities Professional, technical and industry knowledge Ability to represent the interests of the stockholders as a Financial expertise whole rather than special interest groups or constituencies Financial community experience (including as an investor in other companies) All relationships between the proposed nominee and any of our stockholders, competitors, customers, suppliers or Marketing and brand management other persons with a relationship to NVIDIA Public company board experience Ability to commit significant time to the Company's Experience with emerging technologies and new oversight business models Overall service to NVIDIA, including past attendance at Legal expertise Board and committee meetings and participation and contributions to the activities of the Board Diversity, including gender and ethnic background Ensuring the Board is composed of directors who exhibit a variety of skills, professional experience and backgrounds, as well as bring diverse viewpoints and perspectives, is a priority of the NCGC and the Board. The NCGC and the Board also understand the importance of Board refreshment, and strive to maintain an appropriate balance of tenure, diversity and skills on the Board. While the Board benefits from the extensive experience and institutional knowledge that our longerserving directors bring, it has also brought in new perspectives and ideas by appointing four new directors in the last six years, constituting one-third of our total Board. Most recently, Dr. Drell and Mr. McCaffery joined the Board in 2015. NVIDIA's progress is due in part to our combination of deep technology and computing industry experience developed during our 24-year history with new initiatives in areas such as artificial intelligence and self-driving cars. Similarly, we feel that the mix of our Board members is the appropriate blend of experience and new perspectives. Our longer-tenured directors have the benefit of extensive familiarity with our operations and business areas and have the perspective of overseeing our activities during a wide variety of economic and competitive environments. Our new directors bring valuable insights in areas such as consumer marketing, branding and technology developments at leading academic institutions that are critical to supporting NVIDIA as it competes in new markets. Each year, as part of its annual evaluation, the NCGC and Board reviews each director's past contributions, outside experiences and activities and makes a determination concerning how her or his experience and skills continue to add value to NVIDIA and the Board. 11 The following chart summarizes the skills and competencies of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board. The lack of a check does not mean the director does not possess that skill or qualification; rather, a check indicates a specific area of focus or expertise for which the Board relies on such director nominee most. The following directors' biographies note each director's relevant experience, qualifications and skills relative to this list as of the date of this proxy statement. Director Skills and Competencies Burgess Coxe Drell Gaither Huang Hudson Jones McCaffery Miller Perry Seawell Stevens Senior Management and Operations Industry and Technical Financial/Financial Community Public Company Board Emerging Technologies and Business Models Marketing and Brand Management Legal 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 that led the NCGC and Board to believe that he or she should continue to serve on the Board. ROBERT K. BURGESS Independent Consultant Age: 59 Director Since: 2011 Committees: CC 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 serves on the board of Adobe and Rogers Communications Inc., a communications and media company, and has served on the boards of several privately-held companies. He was a director of IMRIS Inc., a provider of image guided therapy solutions, until 2013. 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 riskmanagement. 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. 12 TENCH COXE Managing Director, Sutter Hill Ventures Age: 59 Director Since: 1993 Committees: CC Tench Coxe has been a managing director of Sutter Hill Ventures, a venture capital investment firm, since 1989, where he focuses 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 Mattersight Corp., a customer loyalty software firm, Artisan Partners Asset Management Inc., an institutional money management firm, and several privately held technology companies. 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. PERSIS S. DRELL Provost, Stanford University Age: 61 Director Since: 2015 Committees: CC Persis S. Drell has been the Provost of Stanford University since February 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 served as the Director of the U.S. Department of Energy SLAC National Accelerator Laboratory 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. She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award. Dr. Drell holds a Ph.D. 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. JAMES C. GAITHER Managing Director, Sutter Hill Ventures Age: 79 Director Since: 1998 Committees: NCGC James C. Gaither has been a partner of Sutter Hill Ventures, a venture capital investment firm, since 2000. He was a partner in the law firm Cooley LLP from 1971 to 2000 and senior counsel to the firm from 2000 to 2003. Prior to practicing law, he served as a law clerk to The Honorable Earl Warren, Chief Justice of the United States Supreme Court, special assistant to the Assistant Attorney General in the U.S. Department of Justice and staff assistant to U.S. President Lyndon Johnson. Mr. Gaither is a former president of the Board of Trustees at Stanford University, former vice chairman of the board of directors of The William and Flora Hewlett Foundation and past chairman of the Board of Trustees of the Carnegie Endowment for International Peace. Mr. Gaither holds a BA degree in Economics from Princeton University and a JD degree from Stanford University Law School. Mr. Gaither brings to the Board expertise in corporate strategy and negotiating complex transactions. He also provides valuable perspectives on the roles and responsibilities of a corporate board, including oversight of a public company's legal and regulatory compliance and engagement with regulatory authorities. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. 13 JEN-HSUN HUANG President and Chief Executive Officer, NVIDIA Corporation Age: 54 Director Since: 1993 Committees: None DAWN HUDSON Chief Marketing Officer, National Football League Age: 59 Director Since: 2013 Committees: CC Jen-Hsun Huang co-founded NVIDIA in 1993 and has since served as president, chief executive officer, and a member of the board of directors. Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, including leading the business unit responsible for the company's systemon-a-chip strategy. He was a microprocessor designer from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. 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 visual 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 has served as Chief Marketing Officer for the National Football League since 2014. 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. She currently serves on the boards of directors of The Interpublic Group of Companies, Inc., an advertising holding company, and Amplify Snack Brands, Inc., a snack food company. She was a director of P.F. Chang's China Bistro, Inc., a restaurant chain, from 2010 until 2012, of Allergan, Inc., a biopharmaceutical company, from 2008 until 2014, and of Lowes Companies, Inc., a home improvement retailer, from 2001 until 2015. 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 10 years of serving on the boards of public companies. 14 HARVEY C. JONES Managing Partner, Square Wave Ventures Age: 64 Director Since: 1993 Committees: CC, NCGC 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 IP company that developed and 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. In 2014, coincident with his investment in the company, Mr. Jones joined the board of directors of Tintri Inc., a private company that builds data storage solutions for virtual and cloud environments. In 2016, Mr. Jones joined the board of directors of and invested in TempoQuest, a development stage company seeking to develop advanced weather forecasting systems that exploit accelerated GPU technology. He also served as lead director on the board of directors of Wind River Systems, Inc. from 2006 until its sale to Intel Corporation in 2009. 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. Mr. Jones brings to the board an executive management background, an understanding of semiconductor technologies and complex system design. He provides valuable insight into innovation strategies, research and development efforts, as well as management and development of our technical employees. His financial expertise qualifies him to serve as an \"audit committee financial expert\" within the meaning of SEC rules, and his significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders. MICHAEL G. MCCAFFERY Chairman and Managing Director, Makena Capital Management Age: 63 Director Since: 2015 Committees: AC Michael G. McCaffery is the Chairman and a Managing Director of Makena Capital Management, an investment management firm. 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 2009, and also served as Chairman in 2000. Mr. McCaffery serves on the board of directors, or on the advisory boards, of several privately held companies and nonprofits. He was a director of KB Home, a homebuilding company, from 2003 until 2015. Mr. McCaffery is a Trustee of the Rhodes Scholarship Trust. Mr. McCaffery 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. His financial expertise qualifies him to serve as an \"audit committee financial expert\" within the meaning of SEC rules. 15 WILLIAM J. MILLER Independent Consultant Age: 71 Director Since: 1994 Committees: NCGC William J. Miller has served as an independent consultant since 1999 and is on the board of directors of Waters Corp., a scientific instrument manufacturing company; and Digimarc Corp., a developer and supplier of secure identification products and digital watermarking technology. Mr. Miller served as a director of Glu Mobile, Inc., a publisher of mobile games, from 2007 to March 2017. He was president, chief executive officer and chairman of the board of directors from 1996 to 1999 of Avid Technology, Inc., a provider of digital tools for multimedia. He was chief executive officer and a board director from 1992 to 1995 of Quantum Corp., a mass storage company, where he was chairman for three years. From 1981 to 1992, he held various positions at Control Data Corp., a supplier of computer hardware, software and services, including executive vice president and president, information services. He holds a BA degree in Communications and a JD degree from the University of Minnesota. Mr. Miller brings to the Board considerable leadership and corporate governance experience and an understanding of the roles and responsibilities of a corporate board. His financial expertise qualifies him to serve as an \"audit committee financial expert\" within the meaning of SEC rules. MARK L. PERRY Independent Consultant Age: 61 Director Since: 2005 Committees: AC 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 serves on the boards of directors of Global Blood Therapeutics, Inc. and MyoKardia, Inc., both biopharmaceutical companies. 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. His financial expertise qualifies him to serve as an \"audit committee financial expert\" within the meaning of SEC rules. 16 A. BROOKE SEAWELL Venture Partner, New Enterprise Associates Age: 69 Director Since: 1997 Committees: AC 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 comp