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

Reports
Leadership Changes
Filing Date
Filed May 8, 2026
Period End
May 7, 2026
Security
NVDA
In the record · 2016–202610-K1110-Q328-K110

NVDA filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Material agreement8-K · Sep ’20Sep ’20
  3. Leadership change8-K · Mar ’23Mar ’23
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed May 8, 2026. Cited figures are marked; the original filing is the authoritative source.

NVIDIA Corporation announced a significant change to its Board of Directors, appointing Suzanne Nora Johnson as a new member and a member of the Audit Committee, effective July 13, 2026.

This appointment will increase the total number of directors from ten to eleven. Ms. Nora Johnson's addition brings valuable expertise to the Board, particularly concerning financial oversight through her role on the Audit Committee. Investors should note that her effective start date is later in the quarter due to a prior commitment.

The company has outlined a comprehensive compensation package for Ms. Nora Johnson, reflecting standard board member compensation practices. This includes initial and pro-rated equity grants valued at $255,000a each, with specific vesting schedules over the next year and a half. Additionally, she will receive a pro-rated annual cash retainer of $85,000.

NVIDIA will also enter into an indemnity agreement with her, consistent with agreements for other board members. These details provide transparency regarding the financial arrangements for new board leadership.

02—Key points

Key Highlights

  1. Suzanne Nora Johnson appointed to NVIDIA's Board of Directors, effective July 13, 2026.
  2. Ms. Nora Johnson will also serve as a member of the Audit Committee.
  3. The Board size will increase from ten to eleven directors.
  4. Ms. Nora Johnson's appointment is delayed due to a prior professional commitment.
  5. She will receive an initial equity grant valued at $255,000 (RSUs) with semi-annual vesting over three years.
  6. A pro-rated annual equity grant of $255,000 (RSUs) with staggered vesting dates in 2026 and 2027 is also included.
  7. A pro-rated annual cash retainer of $85,000 will be paid quarterly.

03—Questions

Frequently Asked Questions

  1. Who is Suzanne Nora Johnson and what is her role at NVIDIA?

    Suzanne Nora Johnson has been appointed as a new member of NVIDIA's Board of Directors and will serve on the Audit Committee. Her appointment is effective July 13, 2026. Her background is not detailed in this filing, but her appointment to the Audit Committee suggests a focus on financial oversight and governance.

  2. Why is Ms. Nora Johnson's appointment effective July 13, 2026, and not immediately?

    The filing states that Ms. Nora Johnson's appointment is effective July 13, 2026, due to a prior professional commitment. This indicates a planned transition to allow her to fulfill existing obligations before joining NVIDIA's Board.

  3. What is the compensation package for Ms. Nora Johnson?

    Ms. Nora Johnson will receive an initial equity grant of restricted stock units (RSUs) valued at $255,000, vesting semi-annually over three years. She will also receive a pro-rated annual equity grant of RSUs valued at $255,000, with specific vesting dates in 2026 and 2027. Additionally, she will be granted a pro-rated annual cash retainer of $85,000, paid quarterly.

  4. How does this appointment affect the Board of Directors?

    The appointment of Ms. Nora Johnson will increase the size of NVIDIA's Board of Directors from ten to eleven members. This expansion could signify a strategic decision to broaden the board's expertise or capacity.

04—Continue

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