NewsStocksA Scandal Tests the Nvidia Power Structure Built Around Jensen Huang

A Scandal Tests the Nvidia Power Structure Built Around Jensen Huang

Author: Fortune Crypto·

Key Takeaways

  • •Jensen Huang, Nvidia's CEO of 33 years, acknowledged on Sunday that he had been unfaithful to his wife, in a relationship with a woman whom U.S. authorities concluded was a Chinese intelligence asset.
  • •Nvidia's board said it has no reason to believe national security or company secrets were compromised, but its investigation will examine all available information.
  • •Nvidia has no chief operating officer, no chief compliance officer, and no publicly identified successor, with Huang holding roughly 60 direct reports and concentrating decision-making in his hands.
  • •Huang is Nvidia's largest individual shareholder with a 3.56% stake but holds no super-voting shares, so his standing rests on board confidence as the board weighs his future.
  • •Nvidia's shares sank more than 4% on Monday after the admission, and the company is estimated to control about 90% of the market for AI data center GPU chips.
A Scandal Tests the Nvidia Power Structure Built Around Jensen Huang

Few executives loom as large over a single company as Jensen Huang does at Nvidia. His 33-year run as chief executive, and the success he has overseen throughout the AI boom, have made him an immensely powerful force at the $4.3 trillion chipmaker. Now the linchpin of the AI industry faces a test of the limits of Nvidia's corporate governance and succession planning.

The turbulence began after Huang acknowledged on Sunday that he had been unfaithful to his wife. Nvidia's board subsequently announced an investigation into reports that he had been targeted by a foreign intelligence effort. The admission followed reporting about his relationship with a woman whom U.S. authorities concluded was a Chinese intelligence asset, according to The New York Times.

The board said it had "no reason to believe that either national security or NVIDIA secrets were compromised," but added that its inquiry would examine "all available information."

Investigating an irreplaceable executive

The difficulty for investigators, according to business and law experts, is that they are investigating — and may ultimately consider ousting — perhaps the most critical executive to America's AI success. And they must do so within a corporate power structure in which Huang reigns as an outsized decision-maker.

Huang is "synonymous with Nvidia, and Nvidia is synonymous with him, and he and Nvidia are synonymous with AI, so he's bound up in the company's identity much more than other cases," Brian Burke, founder of Burke Law & Strategy and a corporate board advisor, told Fortune. Nvidia is "a paradigm out there that people look up to and they say, 'Oh, I want to be like Nvidia.' Other CEOs say, 'I want to be like Jensen Huang.' So, it's really almost like a cult."

A company organized around one man

Huang, 63, has constructed a unique structure around himself at Nvidia that has concentrated decision-making in his hands. His 33-year tenure as CEO is astonishingly long by any corporate standard. Nvidia has no chief operating officer, and Huang has roughly 60 direct reports, leaving uncertainty about who is next in line to lead.

He is known to play a central role in strategic and technical decisions, and the success he has enjoyed since the AI boom got underway in late 2022 has only reinforced his grip on the company and the AI industry at large. Huang has become something of a celebrity in the tech world: followers wear leather jackets in imitation of him, and fans pursue him at corporate events for a selfie or a signature. He has also grown close to the Trump administration, which has counted on him for counsel on AI and taken him along on foreign trips.

A 3.56% stake, and no super-voting shares

Huang is Nvidia's largest individual shareholder, with a 3.56% stake, though he holds no super-voting shares of the kind Mark Zuckerberg has at Meta Platforms. That gap matters at moments like this one: without locked-in voting control, Huang's standing rests on board confidence — and it is the board that is now weighing his future. He leads what is the world's second most valuable company. Its shares sank more than 4% on Monday after he admitted to the affair. Nvidia has been estimated to control about 90% of the market for the high-powered GPU computer chips used in AI data centers.

The company has also operated without a chief compliance officer. In September 2022, staff at the Securities and Exchange Commission asked for more detail about the board's risk oversight, whether the company had such an officer and to whom that person reported, and about its overall structure. Nvidia has said it has a compliance committee made up of its chief financial officer, executive vice president of operations, and senior vice president of human resources, which it says "ensures communication of and adherence to all NVIDIA policies."

Few useful precedents

Few other cases, if any, resemble Nvidia's current situation. Corporate executives whose romantic liaisons have derailed their careers are common enough. In 2019, McDonald's fired CEO Steve Easterbrook over a consensual relationship with an employee that violated company policy. The bigger scandal came afterward: the company discovered additional undisclosed relationships, sued to recover his exit compensation, and ultimately recovered cash and equity valued at $105 million. In Nvidia's case, however, the romantic liaison involves an alleged spy and the CEO of the dominant company building some of the United States' most valuable technology.

A succession vacuum

Jason Schloetzer, an associate professor at Georgetown University who has studied CEO succession practices, told Fortune that Nvidia's concentration of so much power and decision-making in Huang now leaves the company very vulnerable to what comes next.

"The board has made a mistake by not having a clearly outlined succession plan that's been telegraphed to the market for a year or two," Schloetzer said. "They find themselves at the day of reckoning, and it's a sudden and perhaps forced one, rather than a relay situation where they have time to figure it out as they go."

Hui Chen, a former federal prosecutor who served as the U.S. Justice Department's first compliance counsel expert from 2015 to 2017, told Fortune that corporate risk efforts tend to focus on leaks from rank-and-file staff members, and companies don't pay as much attention to similar risks posed by high-level executives.

Schloetzer and other experts said it is plausible for Nvidia's board of directors to appoint an outside interim CEO, or to have one of its directors — such as lead independent director Stephen Neal, who is chairman emeritus and senior counsel at law firm Cooley LLP — take over as interim CEO if Huang steps down. Another option for an interim leader could be Nvidia Chief Financial Officer Colette Kress. A concern with any next-CEO plan is how the market will receive the decision, since Huang is seen as critical to Nvidia's success.

Huang also has children who work at Nvidia and could be options to succeed him. Spencer Huang is a director of product management, and his daughter, Madison, is a senior director of product marketing. Both have reportedly worked on robotics at the company. His son-in-law, Nico Caprez, is vice president of global AI infrastructure growth.

The board could oust Huang at the end of its investigation, or he could have to step down before then, Burke said. He could also leave the CEO role but stay on in another capacity. From here, the concrete markers are the board's findings, their timing, and whether they come with any newly disclosed succession plan.

In media interviews over the years, Huang has dismissed conventional succession planning, saying his approach is to continually transfer his knowledge to colleagues. He has also said he hopes Nvidia's next CEO already works at the company, even though Nvidia has not publicly identified a successor.

This story was originally featured on Fortune.com.