
In the early hours of November 12, Nvidia shares fell more than 9% in after-hours US trading before narrowing their losses to between 7% and 8%. The sell-off was triggered by a Wall Street Journal report, rather than disappointing earnings: Nvidia’s board was preparing to remove co-founder and CEO Jensen Huang and could meet as early as that day to decide his future. Bloomberg subsequently reported that the board had been working with an outside firm to identify potential successors and was weighing whether to appoint an interim CEO before conducting a broader search.

On November 8, Huang admitted in a letter to employees that he had been unfaithful to his wife. The board announced an independent investigation that same day but also expressed “confidence” in Huang and his leadership team, with Huang continuing as CEO during the investigation. On November 11, The New York Times reported a second alleged extramarital relationship involving a company executive, increasing the urgency of the board’s decision. More sensitive still were suspicions that the woman involved in the first relationship had ties to a foreign intelligence agency, alongside compliance concerns surrounding chip transshipments. The board said it had no reason at that stage to believe national security or company secrets had been compromised, but would examine all available information.
Within three days, a founder CEO who had admitted to an affair and declined to resign voluntarily was facing a board vote on his future. Yet the distinction between facing a removal vote and actually being replaced hinges on the governance protections Nvidia chose never to establish.
Nvidia Never Built a Governance “Moat” Around Its Founder
Nvidia’s governance structure is unusual among Silicon Valley companies dominated by their founders. Companies such as Meta and Google use dual-class share structures to amplify founders’ voting power, giving them substantial protection against challenges from boards and activist investors. Since its 1999 listing, Nvidia has maintained a single class of common stock with one vote per share, without any arrangement that enhances its founder’s voting rights.
As of March 2026, Huang held approximately 870.6 million shares, representing 3.58% of Nvidia’s outstanding stock. He was the largest individual shareholder, but his stake was smaller than BlackRock’s 7.43% and Vanguard’s 7.31%. A 3.58% holding is insufficient either to determine shareholder votes single-handedly or to block board decisions.
The process for removing the CEO is even more direct. Under Article 32 of Nvidia’s bylaws, any officer may be removed, with or without cause, by a majority vote of the directors then in office. The board currently has 11 members. Huang is its only non-independent director; the other 10 are independent. Six votes would therefore be enough to remove him, and his own vote would provide no veto.
This is the starting point for understanding the situation. Over the past 33 years, Nvidia has benefited from the strategic continuity of concentrated founder leadership, yet it never established institutional safeguards against its founder’s removal. When a personal scandal puts his future on the agenda, Huang lacks the structural bargaining power enjoyed by the founders of Meta or Google.
Who Would Take Over?
An action requiring just six votes under the rules faces a more fundamental practical question: who takes over afterward? Nvidia has no publicly disclosed succession plan, no clearly designated second-in-command and no chief operating officer. In a public discussion in 2024, Huang disclosed that he had 60 direct reports at the time, reflecting the company’s longstanding flat management structure. Bernstein analysts have identified the absence of a COO as a governance vulnerability. Stephen Witt, author of The Thinking Machine, offered an even more direct assessment: there was no obvious indication of which of those 60 people might be promoted.
The alternatives discussed by analysts and former employees point toward a transition rather than a settled succession. D.A. Davidson analyst Gil Luria considers CFO Colette Kress a suitable interim CEO. She has spent more than a decade at Nvidia and is well known to investors, but her background is concentrated in finance, without Huang’s engineering credentials. Vice President Ian Buck is viewed as a potential longer-term candidate. He helped create CUDA, currently oversees the data center and computing business, and works directly with major cloud providers. These possibilities, however, remain discussions among analysts and former employees. Nvidia has not officially designated a successor.
The significance of the succession question extends beyond finding a qualified candidate. Nvidia’s current valuation and business narrative have yet to develop a form that investors can assess independently of its founder’s personal influence. Analyst Dan Gallagher put it this way: it was difficult to imagine anyone else leading Nvidia, and without Huang, nobody knew how to value the company.
Those taking a more optimistic view offer another comparison. Dan Niles of Niles Investment Management argues that Huang is “not critical” to Nvidia’s development over the next few years, citing the depth of its talent and Apple’s performance after Steve Jobs’ death. The comparison has merit, but overlooks a difference in timing: when Jobs died, Apple’s core product lines—the iPhone and iPad—were already established and scaling up. Its succession took place during a relatively stable product cycle. Nvidia, by contrast, is operating in an AI infrastructure cycle that is still expanding rapidly and relies heavily on personal relationships with major global customers and governments. In this environment, an interim CEO would need to maintain continuity across supply chains, customer relationships and policy negotiations while competing in a race without precedent.
The Risks of Keeping Huang—and Replacing Him
The board’s choice goes beyond protecting its founder or enforcing governance standards. It faces two sets of risks simultaneously.
The risks of retaining Huang are rising. On November 9, investors filed a securities class action against Nvidia and Huang, alleging that the company had made “deceptive statements” denying the relationships before the scandal emerged, obscuring investors’ understanding of its business risks. The lawsuit covers investors who purchased Nvidia securities between October 9, 2025, and November 8, 2026. The plaintiffs’ central argument concerns whether potential national security risks were adequately disclosed. The woman involved in the first relationship was alleged to have intelligence ties, while the company’s earlier public denials were alleged to have misled the market.
The risks of replacing him are harder to quantify. Beyond the lack of a designated successor, there is an easily overlooked governance variable: of Huang’s approximately 871 million shares, roughly 801 million, or 92%, are beneficially owned jointly with his wife, Lori. The couple share voting and investment authority over these holdings, which are distributed across living trusts, irrevocable trusts and their foundation. As long as their marital status remains unchanged, voting authority over these shares rests jointly with them. A change in their marital status could require that authority to be reassessed. The board can remove the CEO under the company’s rules, but cannot predict how those jointly held shares would be voted at the next director election.
External pressures are also mounting. Several US lawmakers have publicly called for Huang’s resignation. In the debate over semiconductor export controls to China, his personal controversy has become entangled with policy discussions about tightening the tracking of chip transshipments. Even before the scandal, Nvidia shares had fallen nearly 20% over the preceding month amid concerns about AI sector valuations. The personal controversy has hit an already fragile pricing environment.
Beyond its GPUs and CUDA ecosystem, Nvidia has another core asset: an informal network of trust built through Huang’s personal relationships with major cloud providers, governments and supply chain partners worldwide. Reuters reported that figures including Elon Musk and Oracle founder Larry Ellison had approached him directly to secure scarce AI chips. The effectiveness of this network rests on the certainty that Huang and Nvidia are inseparable.
The scandal has shaken that certainty. It has opened three simultaneous cracks: personal credibility, involving the affairs and initial denials; governance credibility, involving whether the board was misled and whether the independent investigation can be trusted; and compliance credibility, involving suspected foreign intelligence ties and concerns about chip transshipments. Together, these issues require the market to reassess the risk premium attached to Nvidia’s governance and compliance.
This also helps explain why the after-hours decline was between 7% and 9%, rather than larger. Nvidia’s chip demand, order backlog and technology roadmap have not changed because of the scandal. Investors are repricing the governance risks surrounding its founder, rather than its products’ competitive strength. But the size and duration of that valuation discount depend on how the board handles those six votes. If the investigation concludes that Huang misled the board, the discount could widen rapidly. If it ends without finding systematic concealment and Huang remains in office, the discount could partly narrow. Even then, the continuing possibility of removal by six votes could become a lasting structural discount in Nvidia’s valuation.