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.