Nvidia board can oust Jensen Huang as CEO without criminal finding
Synopsis
Key Takeaways
Nvidia's board holds the authority to remove founder and Chief Executive Officer Jensen Huang from his executive role through a simple majority vote of directors then in office — without any criminal finding or conviction — according to a report citing the company's own bylaws. Removing Huang from the board itself, however, would require a separate shareholder vote under different procedural rules.
What Nvidia's Bylaws Say
According to Nvidia's amended and restated bylaws, dated March 12, 2024, any company officer may be removed with or without cause through the affirmative vote of a majority of directors currently in office. Removing a board director with cause requires a majority shareholder vote, while removal without cause demands a shareholder vote representing at least 66.67 per cent of the company's outstanding voting power.
The Investigation Behind the Scrutiny
Nvidia launched an independent investigation on 8 November 2026 into reports that Huang was allegedly targeted by a foreign intelligence operative reportedly through a personal relationship. The inquiry centres on Alice Huang, an executive at Singapore-based Megaspeed — a major Nvidia customer that reportedly purchased more than $4.8 billion worth of Nvidia chips over two years. US policymakers have claimed that Alice Huang was recruited by China's Ministry of State Security to gather intelligence on Nvidia's chief executive.
Huang has since sent an internal email to Nvidia employees, stating he owed his family and 'all of you an apology.' China has dismissed the espionage allegations as 'baseless,' according to reports from Beijing. Megaspeed, meanwhile, has denied any involvement in illegally shipping Nvidia chips to China, noting that inspections by US and Malaysian authorities, as well as Nvidia itself, found no evidence of wrongdoing.
Precedents in US Corporate History
The governance question over CEO removal is not without precedent in American corporate life. McDonald's fired CEO Steve Easterbrook in 2019 after finding that a consensual relationship with an employee violated its standards of business conduct. Intel CEO Brian Krzanich resigned in 2018 after the company determined that a past consensual relationship with an employee breached its non-fraternisation policy. Both cases established that personal conduct — independent of criminal liability — can constitute sufficient grounds for executive removal under internal company policy.
What Happens Next
Nvidia's board has not publicly indicated whether it intends to act on its removal powers, and the independent investigation remains ongoing. The case has drawn significant attention given Nvidia's central role in the global artificial intelligence supply chain and its position as one of the world's most valuable publicly traded companies. Any board action — or deliberate inaction — is likely to be scrutinised closely by investors, regulators, and US national security officials alike.