Who Can Fire the Founder? How Company Boards Work

I’m a big fan of founder-led companies and strong founder CEOs. If someone has spent decades building a company around a particular vision, I generally want them to have the freedom to keep building it.

But founding a company doesn’t automatically give you control over it. You can be the CEO, own billions of dollars of shares, and still be outvoted by a handful of directors.

Jensen Huang co-founded Nvidia and led it for 33 years. On November 12, 2026, Nvidia announced his resignation as CEO and director. He had enormous influence, but he hadn’t retained the voting protection that Zuckerberg has at Meta or Musk has at SpaceX.

So let’s look at how this actually works. Who chooses the directors? What changes when investors come in? And how can someone own around 13% of a company but control around 60% of its votes?

First, separate the roles

I’ll start with the typical US corporation. The German terminology is different, and we will get to that.

• A shareholder owns shares in the company. Those shares come with financial rights and, usually, voting rights.
• A director sits on the board of directors and participates in its decisions. Shareholders generally elect the directors.
• The CEO runs the business. The board generally appoints the CEO and can remove them.
• The chair leads the board’s work: meetings, agendas, coordination between directors. The board usually chooses its chair under the company’s rules.
• A founder started the company. That fact alone doesn’t provide a permanent board seat or a veto.

One person can hold several of these positions. A founder can be CEO, chair, a director and a major shareholder at the same time. But the powers come from those particular positions and rights.

Also, “director” here means a formal board member. A job title like Director of Engineering doesn’t automatically make someone a member of the board.

Losing the CEO job doesn’t automatically mean losing your shares. Losing your board seat is another separate question.

There are two different votes

This is probably the most important distinction in the article: voting inside the boardroom and voting as a shareholder are different things.

Suppose a company has five directors. You are one of them and own 40% of the shares. Another director owns 10%. The other three own almost nothing.

Inside the boardroom, the normal arrangement is one director, one vote. You get one vote. The person with 10% gets one vote. So do the other three. If all five attend and ordinary majority rules apply, three directors can outvote two. Your 40% ownership doesn’t make your board vote four times stronger than the other person’s.

A valid meeting needs enough directors present, called a quorum. Under Delaware’s default, ordinary board decisions pass with a majority of the directors present once that quorum exists. Company rules can change some of this.

Now switch to a shareholder vote, for example an election of directors. The usual starting point is one share, one vote. If all shares have the same voting rights, your 40% of the shares gives you 40% of the total shareholder votes. The other person’s 10% gives them 10%.

That’s how ownership can give you control over the board: you have a say in who gets elected to it. It doesn’t normally give your individual vote inside the boardroom extra weight.

Different share classes can change the shareholder calculation completely. One share might carry ten votes, while another carries one or none. We will see exactly how that works with Zuckerberg.

But private companies have investors too

Of course. “Private” means the shares aren’t publicly traded; it doesn’t mean the founder is the only owner.

A private startup might be owned by its founders, employees, angel investors and venture capital funds. The shareholders can elect directors before the company ever goes near a stock exchange.

And yes, a major investor often wants influence. But buying shares does not automatically buy a board seat. The parties negotiate the rights attached to the investment. These can include a seat, a non-voting board observer, access to financial information, or consent rights over particular decisions. The standard venture-capital documents include separate agreements covering investor rights and board composition.

Let’s keep it simple. An investor buys 20% of your company, and you agree that they can appoint one director to a three-person board. They haven’t received 20% of the seats or a board vote weighted at 20%. They have received one seat with its associated vote, because that is what you negotiated.

Later you might have a five-person board with two founder representatives, two investor representatives and one jointly selected independent director. Suddenly that fifth person matters a lot when the two sides disagree.

Some investors will insist on a seat. Others will accept financial upside and more limited rights because they want access to the investment. Small investors usually can’t each have their own director anyway. How much control you can retain depends heavily on the deal you can negotiate.

There is also another option: borrow money instead of selling shares. Bond investors are lenders. They can receive interest, repayment rights and other contractual protections without immediately becoming shareholders. Telegram is a useful example of that.

When does a company need a board?

The starting point is where the company is incorporated and which legal form it uses. It isn’t simply how big the company is or whether it has gone public.

United States

An ordinary Delaware corporation needs a board even while private, and one director can be enough. A Delaware LLC can instead be run by its members or appointed managers without a conventional board.

The state and company documents also affect voting rules. Delaware’s default for director elections is plurality: the candidates with the most votes win the available seats. That doesn’t necessarily mean getting more than 50%. Other decisions can require higher thresholds; Texas, for example, generally requires two-thirds of outstanding voting shares for specified fundamental changes, subject to exceptions and permitted modifications.

Germany

A small GmbH normally has managing directors (Geschäftsführer) appointed by its shareholders, without a separate board. Larger GmbHs can require a supervisory board under employee-participation rules.

An AG needs two boards, even while private: the Vorstand consists of the executives running the company; the Aufsichtsrat appoints and supervises them. The Vorstand’s chair is commonly called the CEO in English. The Aufsichtsrat has its own chair. So the German management board is an executive body, not the equivalent of the US board of directors.

For GmbH shareholders, votes normally follow capital ownership, with ordinary decisions passing by a majority of votes cast.

Mainland China

Limited-liability and joint-stock companies generally need boards, although small companies or those with few shareholders can use a single director. For LLCs, shareholder votes normally follow capital contributions unless the articles provide otherwise. Board decisions use one director, one vote, requiring approval from more than half of all directors, rather than just those attending.

UAE

A mainland LLC can operate with managers; a board of managers is optional. With more than 15 partners, it must have a separate supervisory board. Joint-stock companies generally require boards of directors.

LLC shareholder votes normally follow ownership, although permitted share classes can carry different voting rights. Free zones have their own regimes, so these mainland rules don’t cover every UAE company.

What I would want from a board

A board does much more than decide whether to fire the CEO. It deals with major financing, acquisitions, strategy, executive compensation, financial reporting and succession.

From my perspective, a good board should help the founder build the company. Bring experience the founder doesn’t have. Help with financing and difficult decisions. Understand the direction well enough to contribute something useful.

Suppose a founder wants to spend the next three years building a new product before it generates meaningful revenue. Choosing investors and directors who understand that plan matters enormously. Otherwise, the founder may end up spending those three years defending the plan to people who want something completely different.

I’m not convinced that reducing the founder’s power is automatically an improvement. I want the person with the vision to have room to execute it. That is why the rights negotiated when raising money matter long before there is a public boardroom fight.

A formal board still has legal responsibilities. An advisory board is different: its members can give advice without having the governing board’s authority to make decisions.

What going public changes

An IPO, or initial public offering, brings shares to public investors. It usually adds requirements to a governance structure that already exists.

For example, Nasdaq normally requires a majority of independent directors, an audit committee and independent oversight of executive compensation and nominations. There are transition periods and exemptions for controlled companies, although those exemptions don’t simply eliminate the audit-committee requirements.

Public companies also publish much more information. Many sources linked here are filings with the SEC: the US Securities and Exchange Commission, the regulator overseeing US securities markets. Those filings include financial information, ownership disclosures and important company developments.

Issuing more shares can reduce a founder’s percentage ownership. But going public doesn’t automatically mean giving up control. Investors can buy shares with fewer votes, knowing that the founder will remain in charge. That can be exactly the arrangement both sides want.

The chair is a separate job

The chair leads the board. The CEO leads the business. Sometimes the same person does both.

The chair normally helps set agendas, runs meetings and coordinates the directors. The board makes its decisions collectively; the title doesn’t automatically make the chair everyone’s boss or give them a personal right to fire the CEO.

Some companies use a lead independent director to coordinate the other directors, particularly when there is no separate independent chair. The precise arrangement comes from the company’s rules.

Nvidia: building the company didn’t give Huang control

Following the scandal and reported board pressure, Huang resigned as CEO and director. The board accepted his resignation on November 11 and appointed CFO Colette Kress as interim CEO.

The 3.58% figure refers to shares attributed to Huang in Nvidia’s May 2026 ownership disclosure. It includes family trusts and foundation shares over which he shared voting power. Excluding the foundation, the personal and family holdings were about 3.34%. So 3.58% isn’t all his personal economic ownership.

Nvidia gives each common share one vote. Those holdings therefore represented around 3.58% of shareholder votes, including shared voting rights. Inside the boardroom, he was one director. He didn’t have the shareholder votes to choose the whole board himself.

Nvidia also appointed Harvey C. Jones as its first chair. Previously it used a lead independent director, saying that arrangement gave directors an equal voice. Jones now leads the board’s work during the transition.

OpenAI: how four directors could fire Altman

OpenAI was private when Sam Altman was fired in November 2023. But the unusual part was the nonprofit parent controlling the commercial business. That arrangement was intended to put its mission ahead of investors’ financial returns.

Before the firing, its board had six members:

• Sam Altman, CEO.
• Greg Brockman, president and board chair.
• Ilya Sutskever, chief scientist.
• Adam D’Angelo, Tasha McCauley and Helen Toner, the three outside directors.

Altman held one of those six seats. OpenAI’s published founding bylaws gave each director one vote; being a founder or CEO didn’t provide an extra vote or veto. Sutskever and the three outside directors were the four behind his removal. They said he hadn’t been consistently candid with the board. Altman lost both his CEO job and his board seat, and Brockman also lost his board role. This wasn’t a shareholder vote in which Altman could pull out a larger block of shares.

Who had put those directors there?

The nonprofit’s directors were also its legal members, and those members elected the directors. Its 2023 tax filing confirms that arrangement. In other words, the board’s membership was renewed through the nonprofit’s own governance process. There wasn’t a group of outside shareholders above it choosing directors in the usual way.

Microsoft and other investors had financial interests in the commercial business, with returns then subject to caps. They did not own the nonprofit parent. Investing in the business underneath it didn’t automatically give them control over the nonprofit’s board. Altman had explained this structure himself before the crisis, including that Microsoft had no board seat.

So Altman couldn’t simply use his position as founder to choose replacements for directors who opposed him. The structure placed control with the nonprofit board. The UK competition regulator later found that Microsoft wasn’t consulted about his dismissal and received less than an hour’s notice before the announcement.

Then how did he get back and the directors leave?

Because the board still needed a company to run.

Most employees threatened to leave. Microsoft supported Altman and offered a place for departing staff. The board had exercised its formal authority, but the people needed to keep the business working weren’t simply going along with it.

Altman’s return was negotiated together with a change of board. By November 29, 2023, the new initial board consisted of Bret Taylor as chair, Larry Summers and Adam D’Angelo. Toner, McCauley and Sutskever left. D’Angelo stayed, so it isn’t accurate to say that everyone who fired Altman was removed. Altman returned as CEO without immediately regaining his board seat.

He didn’t come back with a CEO’s legal power to fire the directors. The agreement changed the board as part of bringing him back. No change of shareholders was needed to explain that outcome, because shareholders hadn’t elected that nonprofit board in the first place.

Altman rejoined the board in March 2024, when OpenAI also added directors and announced governance reforms. Following the October 2025 restructuring, the nonprofit, now OpenAI Foundation, still controls the commercial company, OpenAI Group PBC, through special rights to appoint and replace all its directors. Altman sits on the Foundation board; Taylor chairs it.

Zuckerberg: 13.4% ownership, 60.6% of the votes

Meta has a board of directors. Zuckerberg is its CEO and chair, and he occupies one director’s seat. His control doesn’t come from having 60% of the votes inside that boardroom.

As of October 1, 2026, Meta reported that he held approximately 13.4% of its economic interests and 60.6% of its shareholder voting power. Put simply, he owned roughly 13.4% of the company through his shares, while controlling 60.6% of the shareholder votes.

The mechanism is straightforward:

• Class A shares: one shareholder vote per share.
• Class B shares: ten shareholder votes per share.

Suppose a company has 100 shares with equal financial rights. You own 14 Class B shares, and everyone else owns 86 Class A shares.

You own 14% of the shares. But your shares give you 140 votes, while everyone else’s shares together give them 86 votes. You therefore control 140 out of 226 votes, or about 62%.

Those are illustrative numbers, but that is how a fairly small ownership percentage can produce a voting majority. Meta’s actual figures were 13.4% and 60.6%.

How did he keep that while raising money?

Facebook had outside investors long before its IPO, including Peter Thiel and Accel. A 2006 financing announcement already lists both among its existing investors. Zuckerberg didn’t build the company without outside money.

By the 2012 IPO, Facebook had a dual-class share structure. Public investors were offered Class A shares, while Zuckerberg retained Class B shares. Voting agreements also let him exercise votes attached to shares owned by certain other shareholders. The IPO documents explicitly described his ability to control shareholder decisions despite owning less than half the shares.

So the company raised money while preserving different voting rights. Investors bought into that arrangement. Many Class B transfers also trigger conversion into Class A, so selling those shares doesn’t necessarily pass their extra votes to an outside buyer.

By October 2026, Zuckerberg and related entities held over 99% of the remaining Class B shares. Meta’s filing says his voting majority lets him elect all its directors. He can therefore determine who sits on the board overseeing him, using shareholder powers and the applicable procedures. He still has one seat when that board meets.

IMO, that is the part founders should pay attention to. Raising money and giving up control are two different negotiations, even when they happen in the same deal.

Musk: Tesla and SpaceX work differently

Both have boards. At Tesla, Musk is CEO and a director; Robyn Denholm is chair. He doesn’t have a majority of shareholder votes. In 2018, an SEC settlement required him to give up the chairmanship for at least three years, while remaining CEO. So Musk has also faced constraints on his control.

SpaceX went public in June 2026 with much stronger founder protection. Musk is CEO and chair, and its share structure lets him control director elections. The offering documents also require approval from the Class B shareholders he controls to remove him from those leadership roles or the board. Public investors bought into a company whose founder retained control.

More examples of shares versus votes

Here are the figures next to each other, using dated disclosures. These are shareholder votes, not votes inside the boardroom. Some holdings include trusts, family interests or shared voting rights.

• Elon Musk / SpaceX: his revocable trust held 46.1% of the equity and 83.7% of the votes in an August 2026 disclosure.
• Michael Dell and related holders / Dell: 45.7% ownership and 77.5% of the votes on April 27, 2026. That includes related holders; Michael Dell alone had 40.9% economic ownership. Class A and B shares carry ten votes each, Class C one. Some director seats have separate class-election rights.
• Mark Zuckerberg / Meta: 13.4% economic ownership and 60.6% of the votes on October 1, 2026, through the arrangement explained above.
• Larry Page and Sergey Brin / Alphabet: 52.7% of the votes combined on April 6, 2026. Class A carries one vote, Class B ten, Class C generally none. The proxy excludes nonvoting Class C holdings from its ownership table, so it doesn’t establish a comparable total ownership percentage for the founders.
• Larry Ellison / Oracle: approximately 38.2% of the shares and votes on September 21, 2026. A huge position, but not a majority.
• Elon Musk / Tesla: directly controlled approximately 17.7% of outstanding shares and votes on September 30, 2026. The proxy’s 19.8% beneficial-ownership figure excludes certain unearned compensation shares from its calculation; those shares must mirror the other votes. This isn’t a ten-votes-per-share arrangement like Meta’s.
• Jeff Bezos / Amazon: approximately 8.2% ownership and 8.8% of the votes on February 24, 2026. He could also vote shares over which he had no investment power. Each share still carries one vote.
• Jensen Huang / Nvidia: approximately 3.34% personal and family holdings, with shared voting power covering 3.58% of shares, including foundation holdings, on March 23, 2026. One vote per share.

Having less than 50% doesn’t mean someone has little influence. Other shareholders may support them, and many don’t vote at all. But having a majority of the votes gives a founder much stronger protection when people stop agreeing.

Anthropic: votes for different decisions

Anthropic has a board too, with Daniela Amodei as chair and Dario Amodei as CEO. Its November 2026 IPO filing describes a particularly interesting split.

The Long-Term Benefit Trust would generally elect and remove a majority of directors through a special Class T share. Separately, a company owned by the seven founders would receive a Class F share carrying 50.1% of general shareholder voting power, including choosing the remaining directors. These are the arrangements described for the offering, with their own conditions.

So even “the founders have most of the votes” needs a follow-up: votes over which decisions? Here, the general voting majority doesn’t give them the Trust’s director seats.

Durov: raising money without selling control

Pavel Durov lost his job running VK in 2014 and said he learned about it through media reports. VK said it had acted on a resignation that wasn’t properly withdrawn; Durov disputed that. He had already sold his remaining 12% stake earlier that year.

At Telegram, he kept a different ownership structure. In January 2026, Durov said he remained the sole shareholder. So, according to him, there are no outside equity owners who can combine their shareholder votes against him.

Does Telegram have a board?

“Telegram has no board” is too broad. Telegram operates through several legal companies, and Durov has formally served as a director. A Telegram Group filing lists him as one; the UK register currently lists him as the sole director of Telegram UK Holdings.

Its headquarters are in Dubai, but the parent, Telegram Group Inc., is incorporated in the British Virgin Islands. Telegram’s privacy policy identifies both BVI and Dubai entities. BVI law permits a company to have a single director. Being based in Dubai doesn’t put every company in the group under the same UAE rules.

Having legal directors doesn’t necessarily mean sharing control with outsiders. A company with one owner and one director works very differently from a startup with several investor-appointed directors. Telegram’s public documents don’t give a complete current board list for every entity or establish an independent board that could force Durov out.

And the investors?

Telegram has raised outside money through bonds. In May 2025 it issued $1.7 billion of five-year bonds paying 9% interest, partly to refinance earlier debt. Those investors were lending money, not simply buying ordinary shares with board-election rights.

The bonds reportedly also offer conversion into shares at a discount if Telegram goes public. That could change ownership later. Until then, the basic deal is financial and contractual: interest, repayment and the agreed rights. A bond purchase doesn’t automatically give someone a seat on the board.

This is a concrete way to finance a company while retaining ownership. Of course the interest and repayment still have to be paid. But outside money doesn’t always require outside owners choosing your directors.

What I would take from this as a founder

I would think about control early, while negotiating investment terms, rather than waiting until there is a disagreement.

How much of the company am I selling? How many shareholder votes am I giving away? Who appoints the directors? Which decisions need someone else’s approval? Those questions are related, but they don’t have the same answer.

I want founders to have the freedom to pursue the vision that made the company valuable in the first place. A good investor or director can help enormously with that. I would choose people and terms that support it.

Huang, Altman, Zuckerberg and Durov show how differently this can turn out. Being the person who built the company gives you influence. Keeping the right shares, votes and appointment rights can make that influence much harder to take away.

Further reading

• Facebook’s IPO filing: how Zuckerberg raised public money while retaining control.
• SpaceX’s offering documents: the protections around Musk’s leadership and board position.
• The UK regulator’s account of Microsoft and OpenAI: the investment relationship and the events around Altman’s dismissal.
• NVCA’s model investment documents: examples of the board seats and investor rights founders negotiate.