01—Abstract
Summary
Summary of the 8-K filed March 6, 2026. Cited figures are marked; the original filing is the authoritative source.
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 $4,000,000a 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.
02—Key points
Key Highlights
- NVIDIA adopted the Variable Compensation Plan for Fiscal Year 2027 on March 2, 2026.
- Executive compensation under the 2027 Plan is tied to achieving specific corporate performance goals.
- The primary performance metric for fiscal year 2027 is the achievement of specified revenue targets.
- The plan includes threshold, base, and stretch compensation levels based on performance.
- CEO Jen-Hsun Huang's target award opportunity for base compensation achievement is $4,000,000 (200% of base salary).
- Other named executive officers have target award opportunities of $1,500,000 (150% of base salary) for base compensation achievement.
- Eligibility for awards requires participants to remain employees through the payment date.
03—Questions
Frequently Asked Questions
What is the primary purpose of the Variable Compensation Plan for Fiscal Year 2027?
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.
How will executive bonuses be determined under the 2027 Plan?
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.
What is the significance of the revenue targets mentioned in the filing?
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.
Are there any conditions for receiving compensation under this plan?
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.
04—Continue