XML 28 R12.htm IDEA: XBRL DOCUMENT
v3.20.4

Stock-Based Compensation | 12 Months Ended
--- | ---
Jan. 31, 2021
Share-based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based CompensationOur stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our ESPP. Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:
| Year Ended
| January 31, 2021 |  | January 26, 2020 |  | January 27, 2019
| (In millions)
Cost of revenue | $ | 88 |  |  | $ | 39 |  |  | $ | 27 |
Research and development | 860 |  |  | 540 |  |  | 336 |
Sales, general and administrative | 449 |  |  | 265 |  |  | 194 |
Total | $ | 1,397 |  |  | $ | 844 |  |  | $ | 557 |
Stock-based compensation capitalized in inventories was not significant during fiscal years 2021, 2020, and 2019. The following is a summary of equity awards granted under our equity incentive plans:
| Year Ended
| January 31, 2021 |  | January 26, 2020 |  | January 27, 2019
| (In millions, except per share data)
RSUs, PSUs and Market-based PSUs |  |  |  |  |
Awards granted | 9 |  |  | 7 |  |  | 4 |
Estimated total grant-date fair value | $ | 2,764 |  |  | $ | 1,282 |  |  | $ | 1,109 |
Weighted average grant-date fair value per share | $ | 307.25 |  |  | $ | 184.47 |  |  | $ | 258.26 |
ESPP |  |  |  |  |
Shares purchased | 1 |  |  | 1 |  |  | 1 |
Weighted average price per share | $ | 139.19 |  |  | $ | 148.76 |  |  | $ | 107.48 |
Weighted average grant-date fair value per share | $ | 67.65 |  |  | $ | 64.87 |  |  | $ | 38.51 |
As of January 31, 2021, there was $3.17 billion of aggregate unearned stock-based compensation expense, net of forfeitures. This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for ESPP. The fair value of shares issued under our ESPP have been estimated with the following assumptions:
| Year Ended
| January 31, 2021 |  | January 26, 2020 |  | January 27, 2019
| (Using the Black-Scholes model)
ESPP |  |  |  |  |
Weighted average expected life (in years) | 0.1-2.0 |  | 0.1-2.0 |  | 0.1-2.0
Risk-free interest rate | 0.1%-1.6% |  | 1.5%-2.6% |  | 1.6%-2.8%
Volatility | 26%-89% |  | 30%-82% |  | 24%-75%
Dividend yield | 0.1%-0.3% |  | 0.3%-0.4% |  | 0.3%-0.4%
For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield. Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. Equity Incentive Program We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed the stock-based awards granted under their stock incentive plans and substituted them with our RSUs. Amended and Restated 2007 Equity Incentive Plan In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, as most recently amended and restated, the 2007 Plan. The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of January 31, 2021, up to 244 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, of which 2 million shares were issuable upon the exercise of outstanding stock options. All options are fully vested, the last of which will expire by May 2024 if not exercised. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 31, 2021, there were 37 million shares available for future issuance. Subject to certain exceptions, RSUs and PSUs granted to employees either vest (A) over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter, or (B) over a three-year period, subject to continued service, with 40% vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter. Market-based PSUs vest 100% on approximately the three-year anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is generally determined by the Compensation Committee based on achievement of pre-determined criteria. Amended and Restated 2012 Employee Stock Purchase Plan In 2012, our shareholders approved the 2012 Employee Stock Purchase Plan, as most recently amended and restated, the 2012 Plan. Employees who participate may have up to 10% of their earnings withheld to the purchase of shares of common stock. Starting in March 2021, employees who participate may have up to 15% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is approximately 24 months, which is generally divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period and the fair market value on each purchase date within the offering. As of January 31, 2021, we had 60 million shares reserved for future issuance under the 2012 Plan. Equity Award Activity The following is a summary of our equity award transactions under our equity incentive plans:
| RSUs, PSUs and Market-based PSUs Outstanding
| Number of Shares |  | Weighted Average Grant-Date Fair Value
| (In millions, except years and per share data)
Balances, January 26, 2020 | 14 |  |  | $ | 176.72 |
Granted | 9 |  |  | $ | 307.25 |
Vested restricted stock | (7) |  |  | $ | 159.35 |
Canceled and forfeited | (1) |  |  | $ | 193.83 |
Balances, January 31, 2021 | 15 |  |  | $ | 264.69 |
Vested and expected to vest after January 31, 2021 | 14 |  |  | $ | 264.13 |
As of January 31, 2021 and January 26, 2020, there were 37 million and 29 million shares, respectively, of common stock reserved for future issuance under our equity incentive plans. As of January 31, 2021, the total intrinsic value of options currently exercisable and outstanding was $1.20 billion, with an average exercise price of $14.40 per share and an average remaining term of 1.7 years. The total intrinsic value of options exercised was $521 million, $84 million, and $180 million for fiscal years 2021, 2020, and 2019, respectively. Upon the exercise of an option, we issue new shares of stock. The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 31, 2021, January 26, 2020, and January 27, 2019, was $2.67 billion, $1.45 billion, and $2.62 billion, respectively.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration