NVIDIA Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by NVIDIA Corporation on September 16, 2013, covering events occurring on September 11, 2013. The filing primarily addresses the appointment of a new Chief Financial Officer and the departure of the interim CFO.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
Material Changes
On September 11, 2013, the Board of Directors appointed Colette Kress as Executive Vice President and Chief Financial Officer, effective upon the commencement of her employment later in the month. Concurrently, Karen T. Burns stepped down as interim Chief Financial Officer and principal financial officer, though she will remain as Vice President, Corporate Controller, and Tax.
Management Commentary and Compensation Details
Ms. Kress's employment is "at will" and includes the following compensation terms:
- Base Salary: $500,000 annually.
- Incentive Compensation: Targeted at 110% of base salary under the Fiscal Year 2014 Variable Compensation Plan.
- Sign-on Bonus: $1,500,000, subject to repayment if employment ends within the first 12 months.
- First Anniversary Bonus: $1,000,000, contingent on continued employment on the one-year anniversary, subject to repayment if employment ends within the subsequent year.
- Equity Grant: 220,000 Restricted Stock Units (RSUs) vesting over four years (25% on September 17, 2014, and 12.5% every six months thereafter).
- Benefits: Eligibility for the Employee Stock Purchase Plan and comprehensive benefits programs.
Ms. Kress is also expected to enter into NVIDIA's standard indemnity agreement.
Investor Verification Checklist
- Verify the exact start date of Colette Kress's employment to confirm the vesting schedule for RSUs and the repayment terms for bonuses.
- Review the attached Exhibit 10.1 (Offer Letter) for the full legal terms and conditions of the compensation package.
- Confirm the transition plan for financial reporting responsibilities between the interim CFO and the new CFO.