Timothy S. Teter
Executive Vice President, General Counsel and Secretary at NVDA
Executive
About Timothy S. Teter
Executive Vice President, General Counsel and Secretary at NVIDIA; joined in January 2017 after more than two decades as a partner at Cooley LLP litigating patent and technology matters; previously an engineer at Lockheed Missiles and Space Co. Education: J.D., Stanford Law School; B.S., Mechanical Engineering, UC Davis . Company performance underpinning pay for performance: Fiscal 2025 revenue $130.5B, Non-GAAP operating income $86.8B, and 3-year TSR 384% (100th percentile vs S&P 500) — results that drove maximum payouts on annual cash and PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NVIDIA | EVP, General Counsel & Secretary | 2017–present | Leads global legal and corporate governance; secretary to the board |
| Cooley LLP | Partner, IP & tech litigation | c. 1996–2017 | Led complex patent and tech litigation across U.S. courts |
| U.S. Courts (Ninth Circuit; C.D. Cal.) | Judicial Clerk | 1993–1996 | Appellate and district court clerkships; foundational litigation training |
| Lockheed Missiles & Space Co. | Structural Engineer | pre-1993 | Engineering on Hubble Space Telescope program |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Semiconductor Industry Association | Board of Directors | Not disclosed | Industry policy and governance engagement |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 847,307 | 847,037 | 844,087 |
| Stock Awards ($) | 8,244,465 | 9,687,599 | 17,838,832 |
| Non-Equity Incentive Plan Compensation ($) | — | 500,000 | 500,000 |
| All Other Compensation ($) | 15,402 | 13,902 | 18,902 |
| Total ($) | 9,107,174 | 11,048,538 | 19,201,821 |
FY2025 and FY2024 target cash elements and actual payout:
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (target, $) | 850,000 | 850,000 |
| Variable Cash (target, $) | 250,000 | 250,000 |
| Variable Cash (actual payout, $) | 500,000 (200% of target; revenue exceeded stretch) | 500,000 (200% of target; revenue exceeded stretch) |
Notes:
- NVIDIA does not disclose target bonus as a % of salary for NEOs (CEO is disclosed at 200% of salary; NEOs are fixed $ amounts) .
Performance Compensation
Design and FY2025 outcomes:
| Metric | Weighting / Mix | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Revenue (Variable Cash) | Cash; capped at 200% | Board-approved plan goals | Exceeded Stretch (record $130.5B) | 200% of target ($500,000) | Cash (no vesting) |
| Non-GAAP Operating Income (SY PSUs) | Part of equity mix; NEOs other than CEO target equity mix FY2025: RSUs 50%, SY PSUs 25%, MY PSUs 25% | Annual performance goal | Exceeded Stretch ($86.8B) | 200% of target shares became eligible (Teter: 86,080) | 25% ~1-year from grant; then 6.25% quarterly for ~3 years (full by 3/15/2028 for FY2025 grant) |
| 3-Year TSR vs S&P 500 (MY PSUs) | Part of equity mix | Relative TSR base/stretch | Achieved Stretch (384%, 100th percentile) | 200% of target shares eligible (Teter: 36,140 from FY2023 grant) | 100% vest ~3-year anniversary (e.g., 3/19/2025 for FY2023 grant) |
FY2025 grants of plan-based awards (Teter):
| Award | Grant Date | Target Shares (#) | Max Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| SY PSUs | 3/8/24 | 43,040 | 86,080 | 3,764,666 |
| MY PSUs | 3/8/24 | 43,040 | 86,080 | 6,544,835 |
| RSUs | 3/8/24 | 86,080 | 86,080 | 7,529,332 |
| Variable Cash Plan | 3/8/24 | $250,000 | $500,000 | — |
Program features and rigor:
- FY2025 NEO equity mix shifted from FY2024 40% RSUs / 55% SY PSUs / 5% MY PSUs to FY2025 50% RSUs / 25% SY PSUs / 25% MY PSUs, emphasizing long-term performance incentives and retention .
- CC set Base plan goals well above strong FY2024 results; Threshold goals were above FY2024 Stretch; all FY2025 metrics achieved maximum payouts .
Equity Ownership & Alignment
Beneficial ownership and unvested equity:
| Item | Detail |
|---|---|
| Total shares beneficially owned | 2,534,708 (less than 1% of outstanding) |
| Major holding vehicle | 2,458,055 shares held by Horne Teter Family Living Trust (shared voting/investment power) |
| Stock ownership guidelines | NEOs must hold ≥3× base salary; NEOs currently exceed requirements |
| Hedging/pledging | Prohibited: no hedging, margin, or pledging NVIDIA stock |
Outstanding awards and vesting schedules (as of 1/26/2025):
| Award (Teter) | Units Not Vested (#) | Market Value ($) | Key Vesting Dates / Terms |
|---|---|---|---|
| RSU (granted 2021) | 12,080 | 1,722,850 | Fully vested on 3/19/2025 |
| RSU (granted 2022) | 45,190 | 6,444,998 | 6.25% quarterly; fully vest ~3/18/2026 |
| RSU (granted 2023) | 91,920 | 13,109,630 | 6.25% quarterly; fully vest ~3/17/2027 |
| RSU (granted 2024) | 69,940 | 9,974,843 | 6.25% quarterly; fully vest ~3/15/2028 |
| SY PSUs (FY2025 earned) | 86,080 eligible | 12,276,730 | 25% at ~1-year; then 6.25% quarterly; full by ~3/15/2028 |
| MY PSUs (FY2023 earned) | 36,140 eligible | 5,154,287 | 100% vested ~3/19/2025 |
| MY PSUs (FY2024 measurement) | Potential: Base 20,420; Threshold 10,760; Stretch up to 43,040 (timing 3/17/2027) | Value depends on future achievement | 100% vests at ~3-year anniversary if earned |
Change-in-control (CIC) potential acceleration (if awards not assumed/substituted by acquirer):
| Item | Unvested Awards (#) | Total Estimated Benefit ($) |
|---|---|---|
| Teter CIC acceleration (as of 1/26/2025) | 692,940 | 98,827,103 |
Note: Option awards — NVIDIA has not had stock options outstanding since end of FY2024; FY2025 vesting was solely RSUs and PSUs .
Employment Terms
- At-will employment; no individual employment, severance, or CIC agreements for executive officers .
- CIC treatment under the 2007 Plan: if outstanding stock awards are not assumed/continued/substituted, unvested awards held by service providers at the time accelerate fully; otherwise, awards continue under acquirer terms .
- Clawback: Compensation Recovery Policy (since 2009; amended 2023 to comply with Nasdaq) requires recovery of incentive compensation on certain restatements .
- No tax gross-ups; no supplemental retirement benefits; no special CIC benefits; no hedging/pledging; dividends are not paid on unearned/unvested equity .
Performance & Track Record
- FY2025 record performance (revenue $130.5B, non-GAAP operating income $86.8B) and 3-year TSR of 384% (100th percentile) supported maximum payouts on variable cash, SY PSUs, and MY PSUs .
- FY2025 vesting realized value: 625,110 shares vested for Teter, total value $68,585,229; shares were withheld to cover taxes (335,826 withheld) .
Expertise & Qualifications
- Legal and engineering background: Stanford Law J.D.; UC Davis B.S. Mechanical Engineering; complex IP litigation expertise; engineering experience on Hubble program .
Performance Compensation Detail (Award Mechanics)
| Component | Measure | Period | Vesting Terms | Caps |
|---|---|---|---|---|
| Variable Cash | Revenue | 1 year | Cash payment; no vesting | 200% of target |
| SY PSUs | Non-GAAP Operating Income | 1 year | 25% at ~1-year, then 6.25% quarterly for ~3 years | 200% of target for NEOs (150% for CEO) |
| MY PSUs | 3-year relative TSR vs S&P 500 | 3 years | 100% at ~3-year anniversary if earned | 200% of target for NEOs (150% for CEO) |
Equity Ownership & Alignment – Policy Summary
- Ownership guidelines: CEO 10× salary; NEOs 3× salary; compliance required within 5 years; each NEO currently exceeds .
- Risk controls: capped payouts; multi-year vesting; burn rate/overhang monitored; insider trading policy bans hedging, pledging, margin accounts, and derivatives on NVIDIA stock .
Investment Implications
- Alignment: Heavy at-risk equity (RSUs, SY PSUs, MY PSUs) tied to core financial and shareholder return metrics, plus ownership guidelines and clawback, indicate strong pay-performance linkage and governance rigor .
- Retention vs selling pressure: Significant unvested RSUs/PSUs with multi-year quarterly vesting through 2028 support retention; periodic vesting and tax withholding can create predictable insider selling flows but options are no longer outstanding, reducing strike-driven pressure .
- CIC risk: No special severance/CIC agreements; standard plan acceleration applies only if awards aren’t assumed, limiting change-of-control windfalls while preserving employee parity .
- Execution signal: Maximum payouts across cash and PSUs stem from record revenue, operating performance, and top-decile TSR — reinforcing management’s execution track record; ongoing vest schedules align incentives with continued performance .