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NVIDIA (NVDA) appoints new chief accounting officer with $12.9M RSUs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NVIDIA Corporation reported a planned leadership change in its accounting function. Donald Robertson, Vice President and Chief Accounting Officer, intends to retire from his VP and CAO role effective May 4, 2026, and will remain as VP, Finance supporting projects until July 1, 2026.

The company appointed Scott GawelMay 4, 2026. He will serve as NVIDIA’s principal accounting officer and joins from senior finance roles at Intel Corporation and Oracle Corporation.

Mr. Gawel will receive an annual base salary of $800,000 and new-hire restricted stock unit grants with a combined target value of $12,875,000, vesting over approximately four years under NVIDIA’s Amended and Restated 2007 Equity Incentive Plan.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Retirement effective date May 4, 2026 Donald Robertson retires as VP and CAO
Support role end date July 1, 2026 Donald Robertson remains VP, Finance until this date
Base salary $800,000 Annual base salary for Scott Gawel as VP and CAO
New-hire RSUs value $12,875,000 Combined target value of RSU grants to Scott Gawel
RSU vesting period Approximately four years Standard company vesting schedules for new-hire RSUs
Age of new CAO 55 Age of Scott Gawel at appointment as VP and CAO
Chief Accounting Officer financial
"Donald Robertson, Vice President, or VP, and Chief Accounting Officer, or CAO, of NVIDIA Corporation"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
principal accounting officer financial
"In this role, he will serve as the Company's principal accounting officer."
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
restricted stock units financial
"he will receive two new hire equity grants of restricted stock units, or RSUs, with a combined target value of $12,875,000."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Regulation S-K regulatory
"There are no transactions involving the Company and Mr. Gawel that are required to be reported pursuant to Item 404(a) of Regulation S-K."
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
indemnity agreement regulatory
"Mr. Gawel will enter into the Company’s standard indemnity agreement, which would require the Company to indemnify Mr. Gawel"
Understanding 8-K Material Events →
0001045810false00010458102026-04-242026-04-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 24, 2026
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware0-2398594-3177549
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
2788 San Tomas Expressway, Santa Clara, CA 95051
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On April 24, 2026, Donald Robertson, Vice President, or VP, and Chief Accounting Officer, or CAO, of NVIDIA Corporation, or the Company, notified the Company of his intention to retire from his role as VP and CAO, effective May 4, 2026. Following such date, he will remain with the Company as VP, Finance to support various projects until July 1, 2026.

(c)

On April 26, 2026, the Company appointed Scott Gawel, age 55, as VP and CAO of the Company, effective upon the commencement of his employment with the Company on May 4, 2026. In this role, he will serve as the Company's principal accounting officer.

Mr. Gawel will join the Company from Intel Corporation, a global designer and manufacturer of semiconductor products. From 2022 to 2026, he served as Corporate VP and CAO of Intel. From 2020 to 2022, he served as Senior VP and Corporate Controller of Oracle Corporation, a software and technology company. He served as Oracle’s Senior VP and Assistant Controller from 2017 to 2020, VP, Corporate Accounting from 2009 to 2017, and Senior Director, Corporate Accounting from 2004 to 2009.

There is no arrangement or understanding between Mr. Gawel and any other person pursuant to which he was selected to this position. There are no transactions involving the Company and Mr. Gawel that are required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Gawel has no family relationships with any of the Company’s board of directors or executive officers.

In connection with his appointment, Mr. Gawel’s annual base salary will be $800,000 and he will receive two new hire equity grants of restricted stock units, or RSUs, with a combined target value of $12,875,000. The RSUs will vest approximately over a four-year period according to the Company’s standard vesting schedules. The terms of the RSUs will be governed by the Company's Amended and Restated 2007 Equity Incentive Plan and applicable RSU agreement. Mr. Gawel will be eligible to participate in the Company's standard benefit programs available to similarly situated employees.

Mr. Gawel will enter into the Company’s standard indemnity agreement, which would require the Company to indemnify Mr. Gawel, under the circumstances and to the extent provided for therein, against certain expenses and other amounts incurred by Mr. Gawel as a result of being made a party to certain actions, suits, proceedings and the like by reason of his position as an officer of the Company.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NVIDIA Corporation
Date: April 27, 2026By: /s/ Colette M. Kress
Colette M. Kress
Executive Vice President and Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did NVIDIA (NVDA) disclose in this 8-K filing?

NVIDIA disclosed that Donald Robertson will retire as Vice President and Chief Accounting Officer on May 4, 2026, and remain as VP, Finance until July 1, 2026. The company simultaneously appointed Scott Gawel as its new VP and Chief Accounting Officer effective May 4, 2026.

Who is NVIDIA’s new Chief Accounting Officer and when does he start?

NVIDIA appointed Scott Gawel, age 55, as Vice President and Chief Accounting Officer, effective upon the start of his employment on May 4, 2026. He joins from Intel Corporation and previously held senior accounting leadership roles at Oracle Corporation over many years.

What compensation will NVIDIA (NVDA) pay its new Chief Accounting Officer?

Scott Gawel will receive an annual base salary of $800,000 and two new-hire equity grants of restricted stock units with a combined target value of $12,875,000. These RSUs will vest over approximately four years under NVIDIA’s Amended and Restated 2007 Equity Incentive Plan.

Will NVIDIA’s retiring Chief Accounting Officer remain with the company?

Yes. After retiring from his role as Vice President and Chief Accounting Officer effective May 4, 2026, Donald Robertson will continue as Vice President, Finance until July 1, 2026. During this period, he will support various projects for NVIDIA before his departure.

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