Debora Shoquist

About Debora Shoquist

Debora Shoquist is Executive Vice President, Operations at NVIDIA. She joined NVIDIA in 2007 as SVP and has served as EVP since 2009; she is 70 years old and holds a B.S. in Electrical Engineering from Kansas State University and a B.S. in Biology from Santa Clara University . NVIDIA’s recent performance metrics directly tied to executive pay include FY2025 revenue of $130.5B and Non-GAAP Operating Income of $86.789B, while 3-year relative TSR for the FY2023 MY PSUs certified at the 100th percentile (max payout), reinforcing pay-for-performance alignment .

Company performance (context for pay-for-performance)

Values retrieved from S&P Global.*

Past Roles

External Roles

No external public company directorships disclosed in NVIDIA’s proxy or 10-K for Debora Shoquist .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Fiscal 2025 target cash levels used in program design: base salary $850,000 and variable cash target $250,000 (29% of salary under FY2026 plan methodology), with FY2025 cash components held flat year over year .

Performance Compensation

Program design and FY2025 outcomes:

• Mix for NEOs (other than CEO): 50% RSUs and 50% PSUs, split evenly between SY PSUs (1-year Non-GAAP Operating Income) and MY PSUs (3-year relative TSR) .
• FY2025 achievements certified by the Compensation Committee yielded maximum outcomes across all performance-linked components relevant to Shoquist .

Variable Cash Plan (FY2025)

SY PSUs (FY2025 grant; 1-year Non-GAAP Operating Income performance)

MY PSUs (FY2023 grant; 3-year TSR performance certified at FY2025 year-end)

FY2025 target equity allocations for Shoquist and program shifts:

• SY PSUs target $3.1M (down 37% vs FY2024); 43,040 target shares .
• MY PSUs target $3.1M (up 597% vs FY2024); 43,040 target shares .
• RSUs target $6.2M (up 74% vs FY2024); 86,080 shares .
• Overall equity target up 39% YoY; total target pay up 35% YoY .

Equity Ownership & Alignment

Outstanding awards (as of 1/26/2025):

• Units of stock that have not vested (selected entries and market values at $142.62 close on 1/24/2025): 315,960 ($45,062,215) (1-year PSU earned; vests through 3/17/2027) ; 91,920 ($13,109,630) (RSU; vests through 3/17/2027) ; 86,080 ($12,276,730) (FY2025 SY PSUs; vests through 3/15/2028) ; 69,940 ($9,974,843) (RSU; vests through 3/15/2028) ; 45,190 ($6,444,998) (RSU; vests through 3/18/2026) ; 36,140 ($5,154,287) (FY2023 MY PSUs; vested 3/19/2025) ; 33,280 ($4,746,394) (PSU earned on 1-year metric; fully vested 3/19/2025) ; 12,080 ($1,722,850) (RSU; fully vested 3/19/2025) .
• Unearned performance awards (as of 1/26/2025): 40,840 ($5,824,601) and 86,080 ($12,276,730) potential MY PSUs subject to future TSR measurement for grants spanning FY2023–FY2025, with final certification/vesting dates 3/18/2026 and 3/17/2027 respectively .

Change-in-control equity treatment (plan-level, applies uniformly):

• If outstanding awards are not assumed, continued, or substituted by an acquirer, vesting accelerates in full; otherwise awards may be assumed/continued; no bespoke executive CIC agreements .

Employment Terms

• At-will employment; no individual employment, severance, or change-in-control agreements for executive officers .
• Clawback policy maintained since 2009, amended in 2023 per Nasdaq standards (restatement-based recovery) .
• No tax gross-ups; no supplemental retirement benefits; no automatic equity vesting upon CIC (except plan-level acceleration if awards are not assumed) .
• Insider Trading Policy requires preclearance for Section 16 officers and prohibits hedging, pledging, and margin use .

Compensation Peer Group and Shareholder Feedback

• Fiscal 2025 peer group included: Adobe, AMD, Broadcom, Cisco, IBM, Intel, Meta, Netflix, Oracle, Qualcomm, Salesforce, SAP, Visa; TI was removed and Meta added in Nov 2023; peer selection targeted 0.5–3.5× NVIDIA’s size range by revenue/market cap .
• Design calibration: CEO base salary aligned with ~75th percentile; CEO variable cash at median; CEO target equity slightly above median; other NEOs’ equity opportunities increased recognizing scope and complexity .
• Stockholder outreach covered ~31% of shares; feedback supported pay-for-performance and more multi-year performance; prior Say-on-Pay approval for FY2023 was 92% .

Investment Implications

• Strong pay-for-performance linkage: Shoquist’s variable cash, SY PSUs, and MY PSUs all paid/maxed only on company-level revenue, Non-GAAP Operating Income, and 3-year TSR achievements; FY2025 outcomes hit stretch across metrics (200% payouts on variable cash and PSUs), aligning incentives with top-line and profitability execution .
• Retention risk mitigated by multi-year vesting: Significant unvested RSUs/SY PSUs vest over four years and MY PSUs follow three-year cycles; plan-level CIC terms do not include executive-specific golden parachutes, and no individual severance or gross-ups—supportive of governance-friendly posture .
• Insider selling pressure: A Rule 10b5-1 plan to sell up to 41,140 shares through mid-2025 suggests orderly liquidity rather than opportunistic selling; large annual tax withholdings on vestings reduce free-float sale pressure but constitute meaningful realized comp and potential periodic supply .
• Ownership alignment: Beneficial ownership at <1% combined with strict anti-hedging/pledging and 3× salary ownership guidelines (exceeded) indicate alignment without leverage or risk-taking red flags .