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.
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.
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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
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.
