Do Nvidia bylaws allow its board to remove Jensen Huang amid China spy controversy? Here's what we know

Nvidia CEO Jensen Huang's position at the world's most valuable chipmaker ultimately rests with its board of directors, which has the authority to remove him without establishing misconduct or seeking shareholder approval, according to the company's corporate bylaws.

The provisions have come under renewed scrutiny following reports about Huang's alleged relationship with a Chinese businesswoman suspected by US intelligence officials of having links to Beijing.

The controversy has triggered calls for the Nvidia chief to step down, including from Republican US Senator Kevin Cramer, who warned that the alleged relationship could expose the chipmaker to potential extortion.

Quick answers to key questions

•5 QUESTIONS

1

Can Nvidia’s board remove Jensen Huang as CEO?⌵

Yes. Nvidia’s bylaws allow the board to remove an executive officer, including the CEO, at any time, with or without cause. Shareholder approval is not required for this decision.

2

How many votes would Nvidia’s board need to remove Jensen Huang as CEO?⌵

The bylaws require an affirmative vote from a majority of directors in office. With 11 directors, that would ordinarily mean at least six votes.

3

Does Jensen Huang’s status as Nvidia’s co-founder protect him from being removed as CEO?⌵

No. Nvidia’s bylaws provide no special founder exemption from the rules governing executive officers, so Huang is subject to the same removal framework as other officers.

4

Can Nvidia’s board remove Jensen Huang as a director as well as CEO?⌵

Not under the same process. Removing Huang as CEO would not automatically remove him as a director; director removal requires a separate shareholder vote under Nvidia’s bylaws.

5

Does Nvidia’s investigation mean Jensen Huang will automatically be removed as CEO?⌵

No. The bylaws give the board authority to remove him, but removal is not automatic. The board said it had no reason to believe national security or Nvidia confidential information had been compromised and expressed confidence in Huang and his leadership team.

Reuters reported on 10 November that Cramer had urged Huang to resign, arguing that the potential security risks surrounding Nvidia's advanced chips made the situation particularly serious.

The company's amended and restated bylaws, dated 12 March 2024, provide a mechanism for the board to remove an executive officer, including the CEO, at any time, with or without cause.

However, the rules make an important distinction between Huang's two positions at Nvidia. While the board can remove him as chief executive, it cannot independently remove him from his separate position as a director under the same provision.

Nvidia's bylaws give its board of directors the authority to appoint and remove the company's executive officers.

Section 29(a) states that all officers hold office "at the pleasure of the Board of Directors" and may be removed by the board at any time. It also provides that vacancies arising in executive positions can be filled by the board.

Section 32 goes further, stating that any officer may be removed from office "with or without cause" by an affirmative vote of a majority of the directors then in office.

The provision also allows removal by unanimous written or electronic consent of the directors, or by a board committee or a senior officer if the board has delegated that authority.

In practical terms, this means Nvidia's directors do not necessarily have to establish wrongdoing, wait for an investigation to conclude or secure a shareholder vote before replacing Huang as CEO.

The responsibility for appointing a successor would also rest with the board under Section 29(a), rather than directly with shareholders.

These provisions are contained in Nvidia's amended and restated bylaws filed with the US Securities and Exchange Commission (SEC).

Huang's position as Nvidia's co-founder and longtime chief executive does not, by itself, exempt him from the board's authority over executive appointments.

The bylaws do not provide a special founder exemption from the provisions governing the removal of executive officers.

His position as CEO is therefore subject to the same removal framework applicable to other officers.

This distinction is important because being a company's founder does not automatically confer a permanent right to remain its chief executive.

Nvidia's board has 11 directors. The company announced in May 2026 that former Goldman Sachs vice-chairman Suzanne Nora Johnson would join the board effective 13 July, increasing its strength from 10 to 11 members.

Under Section 32, a majority of directors in office can vote to remove an executive officer. With 11 directors in office, this would ordinarily require at least six votes.

The bylaws also permit the board to exercise removal powers through a committee or delegate such authority to other officers, subject to the provisions governing such delegation.

The issue has assumed greater significance following Nvidia's decision to launch an independent investigation into reports concerning Huang and a suspected foreign intelligence operation.

On 8 November, the Nvidia board announced that it was initiating an independent investigation following reports that its founder and CEO had been the target of a foreign intelligence effort.

The board said it had no reason to believe that US national security or Nvidia's confidential information had been compromised. It also expressed confidence in Huang and his leadership team.

Two days later, the independent directors announced that they had retained Joon H. Kim, a former acting US attorney for the Southern District of New York, and his law firm Wachtell, Lipton, Rosen & Katz to conduct a thorough and independent investigation.

Reuters reported that Nvidia's board had met to consider whether to remove Huang as CEO, citing a source familiar with the matter.

Removing Huang as CEO would not automatically mean he loses his position as a member of Nvidia's board.

The two positions are governed by separate provisions in the company's bylaws.

While Sections 29 and 32 establish the board's authority over executive officers, Section 21 sets out the requirements for removing directors.

Under Section 21, a director can be removed with cause through an affirmative vote of shareholders holding a majority of the company's outstanding voting power.

However, removing a director without cause requires approval from shareholders holding at least 66.66% of the voting power.

This means that even if Nvidia's board votes to replace Huang as CEO, he could continue to serve as a director unless the separate shareholder-led removal process is initiated and the required voting threshold is met.

The distinction is significant because Huang holds both positions: he is the company's chief executive as well as a member of its board.

Removing Huang would mark a significant leadership transition for Nvidia, given his central role in building the company into a dominant supplier of artificial intelligence chips.

Under Section 29(a), the board would have the authority to fill the vacant CEO position. It could appoint an existing executive or select an external candidate, depending on its succession plans.

The independent investigation could also have implications for Nvidia's corporate governance, particularly if it identifies risks involving confidential information, national security or the company's business dealings.

For now, the bylaws establish that the board has the authority to remove Huang as CEO, but they do not make his removal automatic.

Bhanu Pratap is a journalist who reports and writes on foreign affairs, India’s foreign policy, geopolitics and strategic affairs. He closely follows diplomatic developments in New Delhi and has a keen interest in defence and national security.<br> <br> Bhanu also focuses on in-depth, interview-based reports and regularly speaking with experts and policymakers to bring perspectives and context to major developments around the world.<br> <br> He is also interested in stories with strong humanitarian angles.<br><br> One such report examined the cases of Indian nationals who were allegedly recruited and forced into Russia’s war against Ukraine. While reporting the story, Bhanu spoke to the families of those affected and documented their experiences. The report was later taken into account by the United Nations in its findings on human rights violations linked to the war in Ukraine.<br> <br> For Bhanu, the zeal to produce meaningful and impactful journalism remains at the heart of his work.<br> <br>He has previously worked with Firstpost, NDTV, Newslaundry and Republic.<br><br> Bhanu studied at the Delhi School of Journalism, University of Delhi. He initially chose science with plans to pursue engineering, influenced by conventional expectations, but fate had other plans and eventually led him to journalism.<br><br> Beyond the newsroom, Bhanu enjoys exploring culture and history and often spends his days off on heritage walks. He is also passionate about travelling, biking and listening to folk music.<br> <br>For tips, reviews and suggestions, you can reach him at bhanu.pratap@htdigital.in.

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