NVIDIA adds Suzanne Nora Johnson to board

NVIDIA Corporation reported that its Board of Directors appointed Suzanne Nora Johnson as a director and member of the Audit Committee, effective July 13, 2026, increasing the Board size from ten to eleven members.

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Form Type

8-K

Rhea-AI Filing Summary

NVIDIA Corporation reported that its Board of Directors appointed Suzanne Nora Johnson as a director and member of the Audit Committee, effective July 13, 2026, increasing the Board size from ten to eleven members. She will receive an initial restricted stock unit grant with a target value of $255,000, vesting approximately semi-annually over three years, plus a pro-rated annual RSU grant with an annualized target value of $255,000, vesting on November 18, 2026 and May 19, 2027. NVIDIA will also pay her a pro-rated annual cash retainer with an annualized value of $85,000, payable quarterly starting July 13, 2026, and will enter into an indemnity agreement in connection with her Board service.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Board size after appointment: 11 directors Initial RSU grant: $255,000 target value Annual RSU grant (annualized): $255,000 target value +4 more

7 metrics

Board size after appointment 11 directors Board increased from ten to eleven effective July 13, 2026

Initial RSU grant $255,000 target value Restricted stock units vesting approximately semi-annually over three years

Annual RSU grant (annualized) $255,000 target value Pro-rated annual RSU grant with vesting in 2026 and 2027

Cash retainer (annualized) $85,000 per year Pro-rated annual cash retainer, payable quarterly starting July 13, 2026

Effective appointment date July 13, 2026 Date Suzanne Nora Johnson joins NVIDIA’s Board and Audit Committee

First RSU vesting date November 18, 2026 Approximately 50% of pro-rated annual RSU grant vesting date

Second RSU vesting date May 19, 2027 Remaining portion of pro-rated annual RSU grant vesting date

Key Terms

restricted stock units, Audit Committee, Amended and Restated 2007 Equity Incentive Plan, Emerging Growth Company, +1 more

5 terms

restricted stock units financial

"an initial equity grant of restricted stock units with a target value"

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.

Audit Committee financial

"appointed Suzanne Nora Johnson as a member of the Board and as a member of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Amended and Restated 2007 Equity Incentive Plan financial

"will be granted pursuant to our Amended and Restated 2007 Equity Incentive Plan"

Emerging Growth Company regulatory

"Emerging Growth Company Item 5.02."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

indemnity agreement regulatory

"we will enter into an indemnity agreement with Ms. Nora Johnson"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NVIDIA (NVDA) announce in this Form 8-K filing?

NVIDIA announced the appointment of Suzanne Nora Johnson to its Board of Directors and Audit Committee, effective July 13, 2026. The Board size increases from ten to eleven directors, and her compensation includes equity grants and a cash retainer.

When will Suzanne Nora Johnson join NVIDIA (NVDA)’s Board and Audit Committee?

Suzanne Nora Johnson will join NVIDIA’s Board and Audit Committee effective July 13, 2026. Her start date reflects a prior professional commitment, and it also marks when her pro-rated cash retainer payments are scheduled to begin on a quarterly basis.

How is Suzanne Nora Johnson being compensated as a NVIDIA (NVDA) director?

She will receive an initial restricted stock unit grant with a target value of $255,000, vesting approximately semi-annually over three years. She also receives a pro-rated annual RSU grant targeted at $255,000 and a pro-rated annual cash retainer of $85,000.

How does Suzanne Nora Johnson’s appointment change NVIDIA (NVDA)’s Board structure?

Her appointment increases NVIDIA’s Board size from ten to eleven directors. She will also serve on the Audit Committee, adding to the committee’s membership and governance capabilities effective July 13, 2026, according to the company’s disclosure in the filing.

What are the vesting terms of Suzanne Nora Johnson’s NVIDIA (NVDA) equity awards?

The initial RSU grant vests approximately semi-annually over three years. The pro-rated annual RSU grant has an annualized target of $255,000, with roughly half vesting on November 18, 2026, and the remaining portion vesting on May 19, 2027.

Will NVIDIA (NVDA) provide indemnification to Suzanne Nora Johnson as a director?

Yes. NVIDIA will enter into an indemnity agreement with Suzanne Nora Johnson in connection with her Board service. The company references a form of indemnity agreement previously filed as an exhibit with the SEC on March 7, 2006.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:35 PM EDT

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): May 7, 2026

NVIDIA CORPORATION


(Exact name of registrant as specified in its charter)


Delaware	0-23985	94-3177549
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The 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.

(d)

On May 7, 2026, the Board of Directors, or the Board, of NVIDIA Corporation appointed Suzanne Nora Johnson as a member of the Board and as a member of the Audit Committee of the Board and the number of directors constituting the full Board was increased from ten to eleven, in each case effective July 13, 2026. Ms. Nora Johnson will join the Board effective July 13, 2026, due to a prior professional commitment.

In connection with her appointment to the Board, Ms. Nora Johnson will be granted pursuant to our Amended and Restated 2007 Equity Incentive Plan: (a) an initial equity grant of restricted stock units with a target value of $255,000, vesting approximately semi-annually over three years, and (b) a pro-rated annual equity grant of restricted stock units with an annualized target value of $255,000, approximately 50% of which will vest on May 19, 2027, and the balance of which will vest on November 18, 2026. Additionally, she will be granted a pro-rated annual cash retainer with an annualized value of $85,000, payable quarterly starting on July 13, 2026.

In addition, we will enter into an indemnity agreement with Ms. Nora Johnson in connection with her service as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 7, 2006.

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: May 8, 2026			By: /s/ Rebecca Peters
			Rebecca Peters
			Vice President, Deputy General Counsel and Assistant Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents