Nvidia's 10-member board takes control after Huang exits

By Rebecca Stone

Ten non-employee directors now control Nvidia after accepting Jensen Huang’s resignation on Nov. 11, completing a four-day sequence that opened a foreign-intelligence inquiry, named Colette Kress interim CEO and launched a permanent-CEO search.

Huang left as president, CEO and director, ending his board vote. Harvey C. Jones became Nvidia’s first chair. The board must select a permanent successor, oversee the inquiry into Huang’s ties with Alice Huang and set Kress’s interim terms.

U.S. officials suspect Alice Huang, a former Megaspeed executive, of spying for China; Beijing denies the allegation.

What changed in four days?

On Sunday, Nov. 8, Nvidia opened an independent investigation, overseen by independent directors and outside counsel, into reports that Jensen Huang was the target of a foreign intelligence effort. The board said it had “no reason to believe that either national security or NVIDIA secrets were compromised” and “confidence in Jensen.”

On Nov. 10, independent directors named former acting U.S. Attorney for the Southern District of New York Joon H. Kim and his firm, Wachtell, Lipton, Rosen & Katz, as investigators. The Information says the inquiry will continue after Huang’s exit. Nvidia has not named the committee’s members or said whether findings will be published.

On Nov. 11, The Wall Street Journal reported the board was preparing to oust Huang, and Reuters reported the directors met late that day. CNBC, citing a person familiar with the matter, said the board decided that night to oust him.

Nvidia’s 8-K says only that the board accepted his resignation. It names Kress interim CEO and Jones chair and describes no disagreement or severance. No vote count has been disclosed. Reuters said Nvidia’s bylaws allow a majority of directors to remove a CEO with or without cause.

The board will consider internal and external CEO candidates, and Bloomberg reported it is working with an outside search firm.

Who now controls Nvidia?

Before Huang left, Nvidia had 11 directors: 10 elected at the June 24 annual meeting plus Suzanne Nora Johnson, a retired Goldman Sachs vice chairman who joined July 13. Every director except Huang was independent under Nasdaq rules in Nvidia’s 2026 proxy.

Nvidia’s May 8, 2026 proxy statement provides the roster and committee data; the Nov. 12 and June 30 8-Ks supply the board and vote records. June percentages below are shares of votes for or against, calculated by MLQ.ai; Johnson joined after the vote.

• Harvey C. Jones — director since 1993; audit and governance; former Synopsys CEO; 9.3% against.
• Tench Coxe — director since 1993; audit and compensation; former Sutter Hill Ventures managing director; 8.3%.
• A. Brooke Seawell — director since 1997; audit chair; NEA; former Synopsys CFO; 8.9%.
• Mark A. Stevens — compensation and governance; former Sequoia managing partner; 8.5%. He returned in 2008 after serving from 1993 to 2006.
• Dawn Hudson — director since 2013; compensation chair; former NFL chief marketing officer; 5.1%.
• Stephen C. Neal — director since 2019; governance chair; Cooley trial lawyer; 13.3%, the highest opposition of any director.
• John O. Dabiri — director since 2020; compensation and governance; Caltech professor; 2.4%.
• Aarti Shah — director since 2020; audit and compensation; former Eli Lilly CIO; 6.5%.
• Melissa B. Lora — director since 2023; audit and governance; former Taco Bell executive; 2.3%.
• Suzanne Nora Johnson — joined in 2026; audit; former Goldman Sachs vice chairman; no June vote.

Seawell was Synopsys’s CFO while Jones ran the company. One-third of the independent directors have joined since 2020, according to the proxy.

Coxe and Stevens were the board’s largest holders, with 30.6 million and 34.1 million shares as of March, against Huang’s 870.6 million.

Which committees hold the power?

The audit committee, chaired by Seawell, oversees financial reporting, internal audit and information security, and reviews earnings releases and outlook, including the Nov. 17 results.

The compensation committee, chaired by former NFL marketing chief Hudson, sets executive pay. Nvidia has disclosed no pay change for Kress’s interim role.

The nominating and corporate governance committee, chaired by Lead Director Neal, handles governmental relations, trade compliance, regulatory risk, the anonymous tip process and investigation procedures; its fiscal 2026 agenda included trade compliance and regulatory matters.

Neal, Cooley’s chairman emeritus, has advised clients on internal and government investigations, the proxy says. The Lead Director role existed until Nov. 11 because Nvidia had no chair; the company has not said whether Neal keeps it.

Who is pressing the board?

Before the resignation, a longtime engineer asked the board in an internal suggestion box to weigh employee sentiment, share its findings with staff and formally seek employee views. The post drew more than 1,600 comments, several requesting Huang’s reinstatement, according to Decrypt’s account in Wired. Nvidia and Jones did not respond.

The New York Times, citing two people briefed on the call, reported that President Trump urged Huang to keep fighting for his job shortly before he resigned.

At the June meeting, every director then standing was re-elected. Neal drew 13.3% of votes against him and Jones 9.3%, compared with about 1% against Huang.

Huang owned 3.58% of Nvidia stock in March. The company has one class of stock and one vote per share; BlackRock and Vanguard each held more than 7%.

Holders of at least 3% for three years can nominate directors through proxy access for the 2027 meeting, scheduled for Feb. 24 through March 26, 2027.

Investors have also sued. A proposed securities class action filed Nov. 9 accuses Nvidia and Huang of misleading investors.

The next commercial checkpoint is Nvidia’s Nov. 17 earnings and outlook, which the audit committee reviews. Until the board names a permanent CEO and clarifies the inquiry’s oversight, investors must judge pricing and competitive execution under an interim leader.