Nvidia paid each outside director who served the full 2026 fiscal year $363,809, made up of an $85,000 cash retainer and $278,809 of restricted stock units, according to the director pay table in its 2026 proxy statement. The same figure went to the Lead Director and to every committee chair. The board met five times in the year to 25 January 2026, and its three standing committees met ten times between them.
Across the 12 people in the table, three of whom left the board during the year, director pay came to $4,301,958, of which 77.8% was stock, by our arithmetic. This is the pay and meeting record of the board described in our piece on Nvidia’s outside directors. Nvidia had filed no 8-K since 3 September when we checked EDGAR at 09:01 UTC.
Business Pill · Concentration Explained
An evergreen Business Engineer explainer on concentration, the general idea behind a total where one part accounts for most of it. It teaches the concept only and does not discuss Nvidia’s board or its pay.
The key insight: Nvidia’s 2026 proxy shows a flat pay structure on the board: every outside director who served the full year received the same $363,809, with no extra pay for the Lead Director or the committee chairs, and 77.8% of all director pay was stock, by our arithmetic.
The proxy says the company does not pay extra for leadership roles. “We do not pay additional fees for serving as Lead Director or as chairperson or member of our committees, or for meeting attendance”, it states. Stephen C. Neal is the Lead Director, and A. Brooke Seawell, Dawn Hudson and Neal chair the Audit, Compensation and Nominating and Corporate Governance committees, the proxy shows.
The pay plan for the year after the 2025 annual meeting had a target of $340,000, which the proxy calls “slightly below the median paid to peer group non-employee directors”. The Compensation Committee reviews director pay each year with its consultant, Semler Brossy, and the full board approved the plan in December 2024. Directors who are also employees are not paid for board service, the proxy says, so the chief executive’s seat carries no board pay.
Pay for one Nvidia outside director serving the full fiscal year to 25 January 2026, from the 2026 proxy statement: an $85,000 cash retainer and $278,809 of restricted stock units (1,799 units at a $154.98 grant-date fair value), against the $340,000 target. The $255,000 stock part of the target and the $312,540 value of the same units at the 11 November 2026 close of $173.73 are our arithmetic.
Why the Stock Line Came in Above Target
Each outside director serving on 26 June 2025 received 1,799 restricted stock units with a grant-date fair value of $154.98 a share, the proxy says. That is the $278,809 in the table, 9.3% above the $255,000 stock part of the target, by our arithmetic, because the share count was set on a 30-day average price before the grant. The proxy notes that the amounts “do not reflect amounts actually received by the director”.
At Nvidia’s 11 November close of $173.73, the same 1,799 units were worth $312,540, by our arithmetic, 12.1% more than the grant-date value. Under the terms the proxy sets out, half of the grant vested in November 2025 and the other half was scheduled to vest in May 2026. Directors must hold Nvidia shares worth six times the cash retainer, or $510,000 by our arithmetic, within five years of joining.
The eleventh director, Suzanne Nora Johnson, joined on 13 July 2026, after the period in the table. An 8-K filed on 8 May sets an initial stock grant with a target value of $255,000, a pro-rated annual grant on the same annualised target and a pro-rated $85,000 cash retainer. A Form 4 filed on 12 August reports 2,410 shares acquired.
Fifteen Meetings in a Year
The proxy says “The Board met five times during Fiscal 2026”. In the same year the Audit Committee met four times, and the Compensation Committee and the Nominating and Corporate Governance Committee three times each, which is 15 meetings in all, by our count. Each director attended at least 75% of the meetings of the board and of each committee served on, the proxy says.
The independent directors met without the chief executive at all four scheduled quarterly board meetings, according to the proxy, in sessions the Lead Director leads. The nominating committee, made up of Neal, John O. Dabiri, Harvey C. Jones, Melissa B. Lora and Mark A. Stevens at the 2026 meeting, lists board recruiting and stockholder outreach among its agenda topics. Tenure across the board is set out in our earlier piece on the board’s structure.
The meeting counts cover only the fiscal year to 25 January 2026. How a board vote on an officer works under Nvidia’s bylaws is in our explainer on the bylaws, and the officers who report to the board are in our piece on the executive bench.
The Structural Read
As we read the proxy, the company ties director pay to the share price rather than to roles or attendance: the cash retainer is fixed at $85,000, and the stock grant is sized in units, so the June 2025 grant of 1,799 units was worth $312,540 at the 11 November close, by our arithmetic.
As we read the meeting record, most of the board’s formal work in fiscal 2026 ran through five board meetings and ten committee meetings, 15 in all by our count, with the independent directors meeting on their own at each of the four quarterly board meetings, the proxy says.
NVIDIA 2026 proxy statement
“We do not pay additional fees for serving as Lead Director or as chairperson or member of our committees, or for meeting attendance.”
Three Implications
FOR SHAREHOLDERS Director pay is set by the Compensation Committee with an outside consultant and approved by the full board; the proxy puts the $340,000 target slightly below the peer-group median.
FOR THE BOARD Each outside director must hold shares worth six times the $85,000 retainer, $510,000 by our arithmetic, within five years of joining.
FOR DISCLOSURE The table covers the fiscal year to 25 January 2026; pay for the year after the 2026 annual meeting, including the eleventh seat filled on 13 July 2026, is outside it.
The framework says of Layer 9, Governance: “No longer a passive layer; an active priced variable.”
As we read it, Nvidia’s own governance, at the company the framework names as the silicon layer’s generalist substrate, is now priced and read line by line from its proxy. The framework predates this piece and does not discuss Nvidia’s directors.
Meetings of Nvidia’s board and its three standing committees in the fiscal year to 25 January 2026, from the 2026 proxy statement; committee membership as of the 2026 annual meeting. The 15-meeting total is our count. Source: NVIDIA 2026 proxy statement; board size from Nvidia’s 8-K of 8 May 2026.
What Is Not Established
The pay figures are the proxy’s accounting values for fiscal 2026, not cash or shares received on a given day, and the 11 November value uses one closing price. Pay for service after the 2026 annual meeting is outside this table. This piece makes no claim about how any director will vote; the reports on the board’s deliberations are in our coverage of the Journal’s report.
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Every Nvidia outside director who served the full year was paid the same $363,809 for fiscal 2026, with no premium for leading the board or its committees, and 77.8% of total director pay was in stock, by our arithmetic. The board met five times that year and its committees ten, and the 1,799 units granted to each director in June 2025 were worth 12.1% more at the 11 November close than at grant, by our arithmetic.
A note on sourcing. We read Nvidia’s 2026 proxy statement on SEC EDGAR, including the board, committee, meeting and director-compensation sections in full, the company’s 8-K of 8 May 2026 on the board’s eleventh seat, a director’s Form 4 and Nvidia’s filing list. The closing price is from Yahoo Finance. Totals, shares and the 11 November value are our arithmetic, and the meeting total is our count. Under our editorial policy this piece covers governance only. We did not contact Nvidia.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
