Nvidia’s board weighs Jensen Huang’s return amid probe and petition

By Rebecca Stone

Nvidia’s 10-member, all-independent board now controls whether Jensen Huang can return as CEO after accepting his resignation from both jobs on Nov. 11, while a Wachtell investigation runs and two Capitol interview requests remain pending.

Who controls Nvidia’s CEO decision?

Under Nvidia’s bylaws, a majority of directors can appoint or remove the CEO, with or without cause, Reuters reported. Huang’s Nov. 11 resignation ended his board service too; Nvidia’s 8-K gave no reason and described no disagreement.

Shareholders do not vote on the CEO; they elect directors at the 2027 annual meeting, leaving the immediate choice with the board. Huang remained one of Nvidia’s largest holders, with about 3.58% of the stock as of March 23, according to the proxy; BlackRock and Vanguard each held more than 7%.

Gerstner and Baker’s funds held about 10.7 million Nvidia shares on June 30, less than 0.1%. The 10-member board includes no employees and is chaired by Harvey Jones, Nvidia’s first chair.

What do the investors and petition want?

On Nov. 13, two days after Huang’s exit, Altimeter Capital’s Brad Gerstner and Atreides Management’s Gavin Baker asked the board to run a “slow, measured, and deliberate process” that “leaves all options on the table, including the potential return of Jensen Huang.”

The letter does not demand an immediate reversal. It urges directors not to rush to replace Huang and says a decision against his return, once all facts are known, remains the board’s prerogative. It also says Nvidia will be capably led in the interim by CFO Colette Kress.

The “Stand with Jensen” open letter goes further. It asks Nvidia’s board to reinstate Huang while an independent investigation establishes the facts, disclose the inquiry’s scope and timeline, and let him respond. About 97,000 people had signed on Saturday morning, Business Insider reported.

Organizers said more than 5,100 signers were current Nvidia employees, but affiliations were self-reported and suspected fake entries were being removed. They say supporters have seen no evidence substantiating the espionage allegation and seek due process.

Elon Musk said he had signed the petition. Inside Nvidia, an employee post asking the board to weigh staff views drew more than 1,600 comments, according to Wired.

Neither letter drew a public response from the board. On Nov. 13, Nvidia said it was still selecting a search firm, had not formally engaged any candidate and considered discussion of individual candidates premature, citing CNBC.

The Financial Times reported that the board had approached Arm CEO Rene Haas; Reuters could not verify that report. Kress kept her CFO job while serving as interim CEO.

What remains unresolved?

The open questions span corporate candor, alleged foreign interference and congressional scrutiny. On Nov. 8, Nvidia’s board opened an inquiry into reports that Huang had been the target of a foreign intelligence effort.

On Nov. 10, the independent directors retained Wachtell, Lipton, Rosen & Katz and former acting U.S. Attorney Joon H. Kim. Nvidia has set no completion date and has not said whether it will publish the findings.

Reuters reported on Nov. 13, citing two people and internal correspondence, that Huang told general counsel Tim Teter and other leaders in October that his dealings with Alice Huang, a former Megaspeed executive, were routine customer business. Nvidia and a Huang representative declined comment.

U.S. authorities have investigated Alice Huang over suspicions of spying for China; she has not been charged, and Beijing denies the allegation. Reuters also reported a relationship between Huang and another Nvidia employee.

The Justice Department is investigating Megaspeed over possible diversion of restricted Nvidia chips to China, CNBC reported. Investors have also filed a proposed securities class action against Nvidia and Huang.

House chairs Brian Mast, John Moolenaar and Rick Crawford requested a closed-door, transcribed interview with Huang on Dec. 1. Senate Banking Committee chair Tim Scott requested his testimony on Dec. 3.

Georgetown’s Jason Schloetzer framed the governance issue for Fortune on Nov. 11: “Boards remove CEOs over candor issues. What did he tell the directors, and when?”

Do founder comebacks favor Huang?

Most founder returns followed business slumps, not conduct inquiries. Nvidia’s letters seek a measured process, not a board overhaul.

• Steve Jobs left Apple in 1985 after a power struggle with the board and CEO John Sculley; he returned in 1997 after Apple bought NeXT.
• Howard Schultz handed the Starbucks CEO job to others in 2000, stayed chairman and returned in 2008 to replace Jim Donald during the financial crisis.
• Michael Dell stepped down as Dell’s CEO in 2004 but remained chairman; he returned at the board’s request on Jan. 31, 2007.
• Jack Dorsey lost Twitter’s CEO post in 2008 and returned in 2015. Jobs, Schultz, Dell and Dorsey remained close to their companies or boards.
• Sam Altman provides the closest candor parallel. OpenAI’s board removed him on Nov. 17, 2023, citing inconsistent candor. After 745 of about 770 employees signed a letter threatening to quit, it reinstated him within five days with a largely new board. A March 2024 outside review found his conduct did not mandate removal; he later rejoined the board.
• Travis Kalanick resigned as Uber CEO in 2017 under pressure over allegations that he ignored sexual-harassment reports, kept a board seat until Dec. 31, 2019, and never returned. John Schnatter left Papa John’s CEO and chairman roles in July 2018 after reports that he used a racial slur on a conference call; he sued and settled in March 2019.
• Executives who left over relationships at Intel, McDonald’s, BP and Nestle also did not return to their chief executive jobs.

OpenAI’s outcome followed a board overhaul, which neither Nvidia letter requests.

What happens next?

Nvidia reports third-quarter results on Tuesday, Nov. 17, its first under interim CEO Kress. The next checkpoints are the search firm’s selection, any board answer to the investor letter or petition, the Wachtell investigation’s completion and Huang’s requested House and Senate appearances.

For Nvidia’s competitive execution, its first earnings report under Kress will test whether leadership continuity can hold while the search proceeds and the investigation remains open.