NVDANvidia

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Lead Director and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input

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from shareholders. Please also disclose how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.

On behalf of NVIDIA Corporation (“NVIDIA”), I am responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated September 8, 2022, with respect to NVIDIA’s Definitive Proxy Statement on Schedule 14A listed above (the “Comments”). NVIDIA respectfully acknowledges the Comments and confirms that it will review and enhance its future proxy disclosures in accordance with the topics set forth in the Comments, as well as any material developments to its risk oversight structure. One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • why your board elected to retain direct oversight responsibility for strategic risks and other risk areas not delegated to a committee, including cybersecurity matters, rather than assign oversight to a board committee; • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or

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long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.