8-KLeadership Changes

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

Filed May 8, 2026For Securities:NVDA

Summary

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 $255,000 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.

Key Highlights

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

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