NVIDIA CORP (NVDA)
Sector: Information Technology
2026 Annual Meeting Analysis
NVIDIA CORP · Meeting: June 24, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Long-tenured director (since 1993) with deep venture capital and technology investment experience; NVDA's 3-year total shareholder return of +658% massively outperforms the disclosed peer group median of +120.4% by +537.6 percentage points, well above the 65-point threshold needed to trigger a concern; no overboarding, attendance, or independence issues identified.
Director since 2020 with strong technical and engineering credentials from Caltech; stock performance during his tenure is exceptional and far exceeds any underperformance threshold; no overboarding, attendance, or independence issues identified.
NVIDIA's founder and CEO since 1993; as an executive director he is subject to the same TSR trigger as independent directors, but NVDA's +658% 3-year return beats the peer group median by +537.6 percentage points, clearing the 65-point threshold by a wide margin; two family members are employed by NVIDIA but neither reports to him, neither is an executive officer, and compensation was set without his involvement, so this does not rise to a disqualifying familial governance concern.
Director since 2013 with senior marketing and consumer brand leadership experience; NVDA's outperformance of its peer group is extraordinary and no TSR trigger applies; no overboarding, attendance, or independence issues identified.
Long-tenured director (since 1993) with deep semiconductor and technology executive experience; NVDA's peer-relative TSR performance is exceptional and no underperformance trigger fires; no overboarding, attendance, or independence issues identified.
Director since 2023 with senior finance and international operations experience; joined within 36 months so even if a trigger could theoretically apply, her tenure covers well under half any underperformance period (which does not exist here given NVDA's exceptional returns); holds one other public board seat (Conagra Brands), well within the four-board limit; no attendance or independence issues identified.
Lead independent director since 2019 with extensive corporate governance and legal expertise; NVDA's TSR performance far exceeds any underperformance trigger during his tenure; no overboarding, attendance, or independence issues identified.
Director since 1997 with deep financial and technology company CFO experience; NVDA's extraordinary peer-relative TSR performance means no underperformance trigger applies; holds one other public board seat (Tenable Holdings), within the four-board limit; no attendance or independence issues identified.
Director since 2020 with senior technology, data science, and digital transformation experience from Eli Lilly; NVDA's outperformance of its peer group is extraordinary and no TSR trigger applies; holds one other public board seat (Sandoz Group AG), within the four-board limit; the son of Dr. Shah is employed by NVIDIA but does not report to her, is not an executive officer, and compensation was set without her involvement, which is not a disqualifying familial governance concern.
Director since 2008 (with prior service 1993–2006) with deep technology venture capital and strategy expertise; NVDA's 3-year total shareholder return of +658% massively outperforms the peer group median by +537.6 percentage points; no overboarding, attendance, or independence issues identified.
All ten nominees receive a FOR vote. NVIDIA's 3-year total shareholder return of +658% outperforms its disclosed compensation peer group median of +120.4% by an extraordinary +537.6 percentage points, far exceeding the 65-point underperformance threshold that would trigger a concern for directors with strong positive absolute returns. No director is overboarded, attendance was at least 75% for all, and all independent directors are properly classified. Two family-member employment relationships exist (children of the CEO and of Dr. Shah) but neither rises to a disqualifying governance concern given proper arm's-length compensation processes.
Say on Pay
✓ FORCEO
Jen-Hsun Huang
Total Comp
$49,866,251
Prior Support
92%%
NVIDIA's pay program is overwhelmingly performance-based: 96% of the CEO's total target pay and approximately 48% of other named executives' pay is tied to performance goals, with the CEO receiving only performance stock awards (no time-vesting stock grants). The program uses three distinct, rigorous metrics — annual revenue, annual Non-GAAP operating income, and 3-year total shareholder return versus the S&P 500 — with pre-set thresholds and caps on maximum payouts, and maximum awards were earned only because NVIDIA delivered exceptional results including 65% revenue growth and a 3-year shareholder return at the 100th percentile of the S&P 500. Pay-for-performance alignment is strong: variable compensation was earned alongside extraordinary shareholder returns of +658% over three years, and the prior year's say-on-pay vote received 92% support, well above the 70% concern threshold.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$10,166,400
Non-Audit Fees
$3,194,922
Non-audit fees (audit-related fees of $1,716,820 plus tax fees of $1,076,103 plus all other fees of $401,999 = $3,194,922) represent approximately 31% of audit fees of $10,166,400, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of NVIDIA's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the policy default is FOR; the absence of disclosed tenure is noted as a minor negative factor but does not change the vote.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Stockholder Proposal: Simple Majority Vote Standard
Replacing supermajority voting requirements with a simple majority standard is a mainstream governance improvement that directly strengthens the ability of shareholders to have their votes count equally. The fact that the board itself proposed and supported an identical charter amendment at the 2025 annual meeting — which did not pass — actually reinforces the legitimacy of this ask: both management and shareholders have indicated support for this direction in principle, and the current supermajority provisions represent an unnecessary barrier to shareholder democracy. This is precisely the type of structural governance proposal that warrants support regardless of who files it.
Proposal 5
Stockholder Proposal: Report on Faith-Based Community Resource Groups
This proposal asks NVIDIA to evaluate and report on faith-based employee resource groups, a request that reflects a conservative political and ideological agenda rather than a genuine fiduciary concern about shareholder value. Applying the policy's symmetry rule, proposals driven by ideological motivation — whether from the political left or right — are disqualified from support because they serve advocacy goals rather than shareholder interests. No neutral, financially-focused investor would submit this proposal, and the board's existing enterprise-wide policies and employee support practices already address employee inclusion and resource group governance.
Proposal 6
Stockholder Proposal: Report on Workforce Civil Liberties
This proposal asks NVIDIA to report on civil rights and non-discrimination issues in the context of its diversity, equity, and inclusion programs — framing a political opposition to DEI initiatives as a fiduciary risk disclosure request. The proposal reflects a conservative ideological agenda rather than a genuine, neutral concern about shareholder value creation, and under the policy's symmetry rule, ideologically motivated proposals from either direction are voted against. NVIDIA already complies with applicable equal employment opportunity laws and the board maintains oversight mechanisms for these policies, so even on the merits the incremental disclosure requested lacks clear benefit to shareholders.
Proposal 7
Stockholder Proposal: Greenhouse Gas Emissions Disclosure
This proposal asks NVIDIA to disclose greenhouse gas emissions from the use of its sold products (so-called Scope 3 use-of-sold-products emissions), a request characteristic of progressive ESG advocacy groups that frame climate reporting mandates as financial risk management. Applying the policy's symmetry rule, ideologically motivated proposals from ESG advocacy filers are voted against just as conservative ideological proposals are, because they serve advocacy goals rather than neutral shareholder interests. Notably, NVIDIA already has Science Based Targets Initiative-validated emissions reduction targets, purchased or generated renewable energy to match 100% of its global electricity usage, and has disclosed a Scope 3 emissions intensity reduction goal of 75% per petaFLOP by 2030, meaning the company's existing voluntary disclosures substantially address the underlying concern.
Overall Assessment
NVIDIA's 2026 proxy presents a clean ballot dominated by exceptional shareholder returns: a 3-year total shareholder return of +658% that outperforms the company's own peer group by over 537 percentage points removes any TSR-based concerns across the entire director slate, and a pay program where 96% of the CEO's compensation is tied to rigorous performance goals that were genuinely exceeded supports a FOR vote on executive compensation. The four stockholder proposals present a mixed picture — the simple majority voting proposal is a legitimate governance improvement that deserves support, while the three remaining proposals on faith-based resource groups, workforce civil liberties, and greenhouse gas disclosure each reflect ideological agendas rather than neutral shareholder interests and are voted against.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing