Business Context and Reporting Period
This Form 8-K Current Report was filed by NVIDIA Corporation on March 2, 2026. The report details the adoption of the Variable Compensation Plan for Fiscal Year 2027 (ending January 31, 2027) by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures.
Material Changes
The primary material change reported is the formal adoption of the Fiscal Year 2027 Variable Compensation Plan. This plan ties variable cash payments for eligible executive officers to the achievement of specified corporate performance goals, primarily based on fiscal year 2027 revenue targets.
Guidance, Outlook, and Management Commentary
While specific revenue guidance figures are not disclosed in this text, the Compensation Committee has established threshold, base, and stretch compensation levels based on future revenue achievement. The plan requires participants to remain employed through the payment date to be eligible for awards.
Executive Target Award Opportunities (Base Plan):
- Jen-Hsun Huang (CEO): $4,000,000 (200% of Base Salary)
- Colette M. Kress (CFO): $1,500,000 (150% of Base Salary)
- Ajay K. Puri (EVP, Worldwide Field Operations): $1,500,000 (150% of Base Salary)
- Debora Shoquist (EVP, Operations): $1,500,000 (150% of Base Salary)
- Timothy S. Teter (EVP, General Counsel): $1,500,000 (150% of Base Salary)
Investor Verification Checklist
- Review Exhibit 10.1 for the full text of the Variable Compensation Plan to understand specific performance metrics and payout formulas.
- Verify the specific revenue thresholds defined as "threshold," "base," and "stretch" goals within the attached plan document.
- Confirm the payment date and any additional vesting conditions beyond continued employment.