NVIDIA’s Board Had the Power to Check Its CEO. At Dual-Class Companies, That Power Doesn’t Exist.
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CALIFORNIA — November 12, 2026 — NVIDIA’s board of directors today announced that CEO Jensen Huang has resigned following an independent board investigation. Huang, who founded and has led the company since 1993, allegedly put the company at risk of espionage through a recent affair. Because the Board is not handcuffed by dual class shares that insulate a reckless CEO, it has the power to weigh the situation and take action, a basic check on power that does not exist at Meta, SpaceX, and other companies including Anthropic and OpenAI that have planned IPOs built on dual class shares.
For As You Sow, the nation’s leading shareholder representative, the outcome shows corporate governance working as designed. NVIDIA has a single class of common stock. Every share carries one vote, shareholders elect the board, and the board can hold the CEO accountable for their actions. This chain of accountability is too often broken at public companies with dual-class shares.
“Even a founder who built one of the most valuable companies in the world needs accountability,” said Andrew Behar, CEO at As You Sow. “Leaders without guardrails can become reckless and put their company and shareholders at risk, we’ve seen this recently at Meta, a company facing potentially hundreds of billions of dollars of liability for actions that even company insiders called out as reckless, harmful, and addressable.”
For example, at Meta, Mark Zuckerberg holds roughly 61% of the company’s voting power, while owning only about 13% of the company, because each of his shares carries ten votes. SpaceX’s public offering gives Elon Musk and a small group of insiders ten-vote shares, with Musk serving as CEO, CTO, and board chair. Anthropic’s IPO filing shows its seven co-founders will control 50.1% of the vote, and OpenAI’s governance gives a nonprofit foundation the power to appoint and replace every director. In each case, control rests in one unaccountable person, or a small body of unaccountable people -- somewhere other than with the shareholders who own the company.
“When a founder controls the vote, the board serves at the founder’s pleasure, and its power to fire the CEO exists only on paper,” said Danielle Fugere, President & Chief Counsel As You Sow. “This builds inherent risk into a public company.”
In a September commentary in Fortune, As You Sow CEO Andrew Behar documented what that lack of oversight has cost at Meta: a settlement of up to $17.1 billion over claims that Facebook and Instagram were engineered to addict children, and another $25 billion settlement for lying about data privacy. As of December 2022, over 1,200 similar cases had been filed against Meta. In 2021, an As You Sowcontent governance resolution won 63.1% of Meta’s independent shareholder vote. Once Zuckerberg’s ten-to-one votes were counted, however, the reported result was only 19%. Many other shareholder proposals raising similar risks were filed at Meta.
An independent board with power to remove the CEO could not only assess this growing risk but taken action. “NVIDIA’s board investigation that led to the resignation showed what true oversight looks like,” said Andrew Behar, CEO of As You Sow. “When a CEO takes imprudent action, there must be people in the boardroom with the authority to impose consequences. At NVIDIA, shareholders elect the board, and the board decides who runs the company. That’s how a public company is supposed to work.”
As You Sow has long advocated for one share, one vote at Meta and other dual-class companies, and will continue to press for governance structures that give shareholders a real voice and boards real authority.
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.