8-KLeadership ChangesExhibits & Filings

NVIDIA CORP 8-K Report, Executive Changes (Mar 6, 2026)

Filed March 6, 2026For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) has filed an 8-K report detailing the adoption of its Variable Compensation Plan for Fiscal Year 2027, effective March 2, 2026. This plan outlines the framework for executive compensation based on the achievement of specific corporate performance goals during fiscal year 2027, which ends on January 31, 2027. The performance metrics are primarily tied to achieving specified revenue targets, with pre-defined levels for threshold, base, and stretch compensation. The plan establishes target award opportunities for named executive officers, with CEO Jen-Hsun Huang having the highest potential award opportunity at $4,000,000 for achieving the base compensation plan target, representing 200% of his fiscal year 2027 base salary. Other key executive officers, including the CFO, also have significant target award opportunities tied to company performance. This variable compensation is designed to align executive interests with NVIDIA's overall financial success.

Key Highlights

  • 1NVIDIA adopted the Variable Compensation Plan for Fiscal Year 2027 on March 2, 2026.
  • 2Executive compensation under the 2027 Plan is tied to achieving specific corporate performance goals.
  • 3The primary performance metric for fiscal year 2027 is the achievement of specified revenue targets.
  • 4The plan includes threshold, base, and stretch compensation levels based on performance.
  • 5CEO Jen-Hsun Huang's target award opportunity for base compensation achievement is $4,000,000 (200% of base salary).
  • 6Other named executive officers have target award opportunities of $1,500,000 (150% of base salary) for base compensation achievement.
  • 7Eligibility for awards requires participants to remain employees through the payment date.

Frequently Asked Questions

The primary purpose of the 2027 Plan is to incentivize and reward eligible executive officers based on the achievement of specific corporate performance goals, particularly revenue targets, during fiscal year 2027. It aims to align executive compensation with the company's financial success.

Bonuses, referred to as variable cash payments, will be determined by the Compensation Committee based on the company's achievement of pre-set revenue performance goals for fiscal year 2027. There are different tiers of achievement: threshold, base, and stretch.

The revenue targets are the key performance indicators (KPIs) set by the Compensation Committee for fiscal year 2027. The level of achievement against these revenue targets will directly impact the amount of variable compensation earned by eligible executive officers.

Yes, a crucial condition is that participants must remain employees of NVIDIA through the payment date of any earned award. This is a standard retention mechanism for performance-based compensation plans.