8-KLeadership Changes

NVIDIA CORP 8-K Report, Executive Changes (Mar 7, 2025)

Filed March 7, 2025For Securities:NVDA

Summary

NVIDIA Corporation has announced the adoption of its Variable Compensation Plan for Fiscal Year 2026, outlining the framework for executive bonuses tied to company performance. The 2026 Plan, effective for the fiscal year ending January 25, 2026, establishes performance goals based on achieving specific revenue targets. This plan provides eligible executive officers with the opportunity to earn variable cash payments contingent upon meeting these pre-defined corporate performance metrics. The Compensation Committee has defined threshold, base, and stretch compensation levels. Notably, the target award for President and CEO Jen-Hsun Huang at base compensation plan achievement is set at $3,000,000, representing 200% of his fiscal year 2026 base salary. Other named executive officers also have defined target award opportunities tied to base salary percentages. Eligibility for awards requires participants to remain employed through the payment date, unless otherwise determined by the Compensation Committee.

Key Highlights

  • 1NVIDIA adopted its Fiscal Year 2026 Variable Compensation Plan, linking executive bonuses to corporate performance.
  • 2Performance goals for FY2026 are based on achieving specified revenue targets.
  • 3The plan outlines threshold, base, and stretch compensation achievement levels.
  • 4CEO Jen-Hsun Huang has a target award opportunity of $3,000,000 (200% of base salary) for base compensation plan achievement.
  • 5CFO Colette M. Kress has a target award opportunity of $300,000 (33% of base salary) for base compensation plan achievement.
  • 6Other named executive officers also have defined target award opportunities as a percentage of their base salary.
  • 7Employees must generally remain with the company through the payment date to be eligible for awards.

Frequently Asked Questions

The purpose of the 2026 Plan is to incentivize eligible executive officers by providing them with the opportunity to earn a variable cash payment based on NVIDIA's achievement of specific corporate performance goals, primarily revenue targets, during fiscal year 2026.

Executive bonuses will be determined based on the company's achievement of specified revenue targets for fiscal year 2026. The plan includes different levels of achievement: threshold, base, and stretch compensation plan levels, which will impact the bonus payout.

Yes, generally, a participant must remain an employee of NVIDIA through the payment date of the award under the 2026 Plan to be eligible to earn an award. However, the Compensation Committee retains the discretion to make exceptions.

For base compensation plan achievement, CEO Jen-Hsun Huang has a target award opportunity of $3,000,000, which represents 200% of his fiscal year 2026 base salary.