Nvidia Board Can Remove Jensen Huang As CEO Without Criminal Conviction Amid Chinese Spy Controversy

Nvidia's board has the power to strip Chief Executive Officer Jensen Huang of his executive duties through a majority vote of the company's directors, regardless of whether he is found guilty of a criminal offense. This authority is outlined in Nvidia's amended and restated bylaws, which were updated on March 12, 2024. However, removing Huang from the board entirely would necessitate approval from a majority shareholder vote, representing at least 66.67% of the company's outstanding voting power.

The board initiated an independent investigation on November 8, after claims surfaced that Huang was targeted by a Chinese intelligence operative through a personal relationship. The investigation centers on allegations that Alice Huang, an executive at Singapore-based Megaspeed, a major Nvidia customer, was recruited by China's Ministry of State Security to conduct espionage on Nvidia's CEO.

US-based companies have previously removed CEOs due to personal relationships that breached internal policies, such as McDonald's firing of Steve Easterbrook in 2019 for a consensual relationship with an employee.

Huang has admitted to an affair in an email to Nvidia employees, expressing his hope to regain their trust. China has dismissed the allegations of spying as "baseless," and Megaspeed, the Singapore-based AI data center company linked to the controversy, has also denied any wrongdoing regarding the shipment of Nvidia chips to China.