Nvidia’s Jensen Huang faces board scrutiny: Can the chipmaker remove its CEO? Here’s what the board can and cannot do

Nvidia CEO Jensen Huang is facing scrutiny after reports linked him to a woman allegedly associated with a foreign intelligence operation and a company under investigation over the possible diversion of advanced AI chips to China. The chipmaker has launched an independent investigation into the matter, raising questions about the extent of the board's authority and whether it can remove its founder as chief executive.

The controversy involves Alice Huang, an executive at Singapore-based Megaspeed, a major Nvidia customer that has reportedly purchased more than $4.8 billion worth of Nvidia chips over two years.

US intelligence agencies reportedly believe that Alice Huang was gathering information for Beijing. Authorities have also suspected that some advanced chips purchased by companies linked to Megaspeed may have been diverted to China, potentially violating US export controls. However, these allegations have not been publicly established.

Quick answers to key questions

•5 QUESTIONS

1

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

Yes. Nvidia’s bylaws allow a majority of directors in office to remove a company officer, with or without cause.

2

Does Nvidia need a criminal finding to remove Jensen Huang as CEO?⌵

No. The bylaws allow the board to remove an officer without cause, so a criminal finding or conviction is not required.

3

Can Nvidia’s board remove Jensen Huang from the board of directors?⌵

Removing Huang as a director is separate from removing him as CEO. Removal without cause requires approval representing at least 66.67% of Nvidia’s outstanding voting power; removal with cause requires a majority shareholder vote.

4

Why is Nvidia investigating Jensen Huang?⌵

The board launched an independent inquiry after reports raised possible governance, compliance and business concerns involving Huang. Independent directors and external legal counsel are examining the available information.

5

Will Jensen Huang remain Nvidia’s CEO during the investigation?⌵

Yes. Nvidia’s board has expressed confidence in Huang and said he will remain CEO while cooperating with the investigation.

The reports also alleged that Jensen Huang was targeted through a relationship that was presented as a personal connection but was suspected of being part of a foreign intelligence operation. Huang has acknowledged being unfaithful to his wife.

On November 8, Nvidia's board announced an independent investigation into the matter. A committee of independent directors, along with external legal counsel, will examine the available information.

The board said it had no reason to believe that national security or Nvidia's trade secrets had been compromised. It also expressed confidence in Huang, confirming that he would continue as CEO while cooperating with the investigation.

But does Nvidia's board have the authority to remove its founder from the top executive position?

The short answer is yes.

According to Nvidia's amended and restated bylaws, dated March 12, 2024, any company officer can be removed, with or without cause, through the affirmative vote of a majority of the directors in office, NDTV Profit reported.

This provision gives Nvidia's board the authority to remove Huang from his executive position without requiring a criminal finding or conviction.

However, removing Huang as CEO and removing him from the company's board of directors are two separate matters.

Nvidia's bylaws provide for the removal of a director with cause through a majority shareholder vote. Removing a director without cause requires a vote representing at least 66.67% of the company's outstanding voting power.

This distinction is important because Huang's position as CEO is separate from his position as a member of Nvidia's board.

There have been several instances of companies removing chief executives after finding that their personal relationships violated internal workplace policies.

In 2018, Intel CEO Brian Krzanich resigned after the company found that a past consensual relationship with an employee breached its non-fraternisation policy.

A year later, McDonald's dismissed CEO Steve Easterbrook after finding that a consensual relationship with an employee violated the company's standards of business conduct.

The company subsequently discovered that Easterbrook had withheld information about other relationships during its investigation. The US Securities and Exchange Commission (SEC) later charged him with misleading investors about the circumstances surrounding his departure.

However, the circumstances involving Nvidia are different.

Alice Huang was an executive at an external company and not an Nvidia employee. The chipmaker has also not announced any finding that Jensen Huang violated its internal policies or compromised confidential information.

The board's investigation will therefore be important in establishing whether there were any governance, compliance or business-related concerns involving the company's CEO.

For now, Nvidia has expressed confidence in Huang and confirmed that he will remain in his position while the independent inquiry continues.

Anjali Thakur is a Senior Assistant Editor with Mint, reporting on trending news, entertainment and health, with a focus on stories driving digital conversations. Her work involves spotting early signals across news cycles and social media, sharpening stories for SEO and Google Discover, and mentoring young editors in digital-first newsroom practices. She is known for turning fast-moving developments—whether news-driven or culture-led—into clear, tightly edited journalism without compromising editorial rigour.<br><br> Before joining Mint, she was Deputy News Editor at NDTV.com, where she led the Trending section and covered viral news, breaking developments and human-interest stories. She has also worked as Chief Sub-Editor at India.com (Zee Media) and as Senior Correspondent with Exchange4media and Hindustan Times’ HT City, reporting on media, advertising, entertainment, health, lifestyle and popular culture.<br><br> Anjali holds a Bachelor of Arts degree from Miranda House, and is currently pursuing an MBA, strengthening her understanding of business strategy and digital media economics. Her writing balances newsroom discipline with a clear instinct for what resonates with readers.

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