Nvidia's Independent Directors Investigate CEO Jensen Huang Over Foreign Intelligence Effort

The Nvidia board of directors has 10 members, and nine are independent of management. That is according to the company’s 2026 proxy statement . A committee of those independent directors now oversees the board’s investigation of CEO Jensen Huang. Under Nvidia’s bylaws, a majority of directors can remove any officer “with or without cause.” That makes these nine people, more than the stock market or Congress, the ones who decide Huang’s role. He co-founded the company in 1993. Nothing the board has said points to a change. Its Nov. 8 statement expressed confidence in Huang and said he supports the review. Our story on Nvidia’s probe of Huang covers the reports behind it and Monday’s 4.3% stock drop. We built this table from the proxy Nvidia filed on May 12. Stockholders re-elected all 10 directors on June 24, according to the 8-K reporting the vote . “Governance” is the nominating and corporate governance committee. The last column is our arithmetic: votes for as a share of votes for and against. This board has known Huang a long time. Four of the nine independent directors first joined in the 1990s: Coxe, Jones, Seawell and Stevens. Nvidia has no board chair, so Neal, as Lead Director, runs the independent directors’ private sessions. The board hasn’t said whether he sits on the new committee. The proxy says he “helped clients manage internal and government investigations” and has advised “special committees of boards.” It also calls him the “principal liaison” between the independent directors and the CEO “on sensitive issues.” His committee oversees Nvidia’s “investigation procedures” for compliance, plus trade compliance and government relations. In June he drew the lowest support of any director, at 86.7%. That does not tell us who sits on the new committee. The board’s statement says only that “a committee of independent directors” will oversee the inquiry with “outside independent counsel.” It names neither the directors nor the law firm, and it sets no deadline. We won’t guess at either. Nvidia’s rules let that committee work on its own. The Corporate Governance Policies let committees hire “legal or other advisors of their choice” at company expense. Those advisors “report directly to the Board or the committee.” The proxy adds that committees need no consent from management to hire them. The fullest public record of such an inquiry comes from McDonald’s. The company later sued its former CEO and filed the complaint with the SEC. On Oct. 16, 2019, McDonald’s heard an allegation that Steve Easterbrook had a relationship with an employee, the complaint says . Its independent directors “immediately convened” and told independent outside counsel to investigate. Counsel interviewed Easterbrook and searched his company phone. On Oct. 26, the independent directors took a detailed report and voted to fire him. They then had to choose between firing him with or without cause. They doubted his conduct met the legal bar for cause, the complaint says, so they negotiated a separation. An 8-K on Nov. 4 disclosed it. In 2020, after a new employee report, the board concluded Easterbrook had lied to investigators. McDonald’s then sued him in Delaware, its August 2020 8-K says . Nestlé’s board chair and lead independent director oversaw its 2025 inquiry “with the support of independent outside counsel.” That is from its Sept. 1 release, distributed through MFN . The inquiry found that CEO Laurent Freixe had an undisclosed relationship with a direct subordinate, in breach of its Code of Business Conduct. Nestlé dismissed him with immediate effect. Both cases turned on a breach of workplace policy. Nvidia’s board frames its review around reports that Huang “has been the target of a foreign intelligence effort.” It says it has no reason to believe anyone compromised national security or Nvidia secrets. Nvidia is a Delaware corporation, and Delaware leaves officers to each company’s own rules. Under Section 142 of the Delaware General Corporation Law , officers serve on terms “prescribed by the bylaws” or set by the board. Nvidia’s bylaws , last restated in March 2024, answer the question directly. Section 29 says officers “hold office at the pleasure of the Board of Directors,” and the board fills any vacancy. Under Section 32, a majority of the directors in office can remove an officer “with or without cause.” With 10 directors, that means six votes. Huang’s board seat is a separate matter, because stockholders elect and remove directors. Huang won 99% of the votes cast for or against him in June. His term runs to the 2027 annual meeting. The proxy also lists him with 870.6 million shares, or 3.58% of the company. The 2026 10-K calls Nvidia “highly dependent on the services of our longstanding executive team.” The governance policies say only that the board reviews “periodic updates” on management development. Neither document sets out a CEO succession plan. Three House committee chairs asked Huang for a closed-door briefing. His reply is due Wednesday, Nov. 11. Nvidia reports third-quarter results on Tuesday, Nov. 17, with a call at 5 p.m. ET, the company said . The requested briefing is the next day, Nov. 18. As of Tuesday, Nvidia had filed no 8-K about the probe. For Huang’s memo to staff, see our profile of Lori Huang . For why Nvidia’s swings move the market, read our AI bubble explainer . The board has promised updates “as appropriate.” The Nov. 17 earnings report is the company’s next scheduled word to investors.