
拉尔夫·沃尔多·爱默生曾说:“一个机构是一个人的延长阴影。”在英伟达的案例中,其首席执行官兼联合创始人黄仁勋的阴影是挥之不去的。
Ralph Waldo Emerson once said, “an institution is the lengthened shadow of one man.”In NVIDIA’s case, the shadow of its CEO and co-founder, Jensen Huang, is a haunting one.
硅谷许多人视黄仁勋为有远见的天才,这位“AI教父”的愿景改善了全球数十亿人的生活,并为美国的繁荣与创新做出了巨大贡献。当他出席我们的耶鲁CEO论坛时,因其大胆的创业愿景和革命性的技术成就,受到跨行业、全球各地CEO的推崇。
Many within Silicon Valley see Huang as a visionary genius, whose vision as the “Godfather of AI” has improved billions of lives around the world and contributed greatly to American prosperity and innovation. When attending our Yale CEO forums, he has been revered by CEOs across sectors and around the world for his bold, entrepreneurial vision and his revolutionary technological triumphs.
但据报道,黄仁勋陷入了一桩与一名中国高管的婚外情,该高管被传为疑似中国情报资产,并涉嫌在禁令下将英伟达芯片洗入中国,金融、科技和政府界越来越多的声音在低声议论曾经不可想象的事:黄仁勋可能已失去领导的合法性。确实,我们认为英伟达董事会终于在做正确的事:着手罢免黄仁勋。
But with Huang reportedly ensnared in an affair with a Chinese executive rumored to be a suspected Chinese intelligence asset and allegedly involved in laundering NVIDIA chips into China around bans, a growing chorus of voices across finance, tech, and government circles are whispering the once-unthinkable: that Huang may have lost the legitimacy to lead. And indeed, we believe the NVIDIA board is finally doing the right thing: moving to oust Huang.
这源于一系列曲折事件。11月8日,英伟达董事会宣布已启动独立调查,针对黄仁勋成为外国情报行动目标的报道。
That follows a tortured sequence of events. On Nov. 8, NVIDIA’s board of directors announced it had launched an independent investigation into reports that Huang has been the target of a foreign intelligence effort.
董事会领导人在声明中写道:“虽然董事会没有理由相信国家安全或英伟达机密遭到泄露,但董事会的调查将审查所有可用信息。黄仁勋全力支持此次审查,并承诺予以配合。董事会对黄仁勋及其领导团队充满信心。”随后,于11月11日报道,黄仁勋据称与一名向他汇报工作的高管有关系。这场风波在报道英伟达董事会准备罢免黄仁勋中达到高潮。
“While the Board has no reason to believe that either national security or NVIDIA secrets were compromised, the Board's inquiry will examine all available information,” wrote the leaders in a statement. “Jensen fully supports the review and has committed to cooperating with it. The Board has confidence in Jensen and his leadership team.”Then, on Nov. 11, reported that Huang allegedly had a relationship with an executive who reports to him. The saga culminated in reporting that the NVIDIA board is preparing to oust Huang.
批评者指出,黄在领导 NVIDIA 时表现出异常糟糕的判断力,对美国国家安全构成风险。其他人则认为,他因粗心失察而失去了关键客户的信任。此外,他据称对 NVIDIA 董事会缺乏坦诚和直率。
Critics point out that Huang has shown remarkably poor judgment, putting NVIDIA and U.S. national security at risk. Others argue he has lost the confidence of key customers with his recklessness. Plus, he was reportedly less than honest and candid with NVIDIA’s board.
理想情况下,与愿景型创始人合作的董事会能够在支持创意、经过计算的风险的同时,使领导人扎根于现实。许多愿景型创始人正是在这种模式下成长得非常巨大。事实上,当管理得当时,这些创始人有能力让其组织变得更加敏捷,而非更不敏捷。这也是我们的研究显示,长期任职的首席执行官往往表现更出色。
Ideally, boards working with visionary founders can help ground the leader in reality while also supporting creative, calculated risk-taking. A lot of visionary founders have grown tremendously in this model. In fact, when managed the right way, these founders have the ability to drive their organizations to become more, not less, nimble. That is why our research reveals that long-tenured CEOs often outperform.
公司董事会必须能够对权力说真话,良好的公司治理既不是盲目忠诚,也不是始终对抗的心态,并且必须有勇气在受审的首席执行官面前支持或批评他。而且,最重要且常被忽视的是,董事会必须警惕夸大和粗心的行为,并在适当时予以遏制。现在的问题是,在黄看似出局的情况下,NVIDIA 接下来会走向何方?
Corporate boards must be able to speak truth to power, as good governance is neither blind loyalty nor an always-adversarial mentality—and have the courage to support or reprimand a CEO under scrutiny. And most importantly, and overlooked, boards must be on the lookout for grandiose and reckless conduct, and curtail those instincts when appropriate. Now, the question is what comes next for NVIDIA with Huang seemingly out?
NVIDIA 的董事会在黄的未来发展上有三种选择:罢免他、迫使他休假,或以轻描淡写的批评让他保住职位。董事会通过罢免黄的决定是正确的。值得注意的是,NVIDIA 没有采用双类股权结构,黄仅持有公司股份的个位数百分比,因此董事会主导了他的命运,而非黄本人。
NVIDIA's board had three choices when it comes to Huang’s future: remove him, force him to take a leave of absence, or let him off the hook with a reprimand amounting to a slap on the wrist. And it did the right thing by moving to oust Huang. Of note, NVIDIA does not have dual-class shares, and Huang only owns a single-digit percentage of the company’s shares, so the board controlled his fate, not Huang himself.
董事会很少因配偶忠诚问题而罢免首席执行官,但当董事会随后失去对其信任时,也会罢免首席执行官。不妨参考约翰·布朗在 BP、斯蒂夫·伊斯特鲁克在麦当劳、马克·赫德在惠普的案例。我们认为,贾森的案例属于不同类型。
Boards rarely remove a chief executive solely for being unfaithful to a spouse, but they do sometimes remove executives when the board subsequently loses trust in them. Look no further than the cases of John Browne at BP, Steve Easterbrook at McDonald’s, and Mark Hurd at HP. We would argue Jensen’s is a different kind of case.
同样,也有部分首席执行官因董事会要求或个人原因被迫休假,随后又成功回归工作。值得注意的例子包括苹果公司的史蒂夫·乔布斯,他在2009年因健康原因休假六个月,随后与蒂姆·库克共同领导公司;阿联酋航空的安东尼·费尔南德斯,他在两个月内暂离职位,相关指控随后经独立审查被推翻,完全清除其过错;以及猎豹公司(Kraft Foods)前首席执行官罗杰·德罗梅迪,他在医疗休假后重新担任公司首席执行官。
Likewise, there are some examples of CEOs who were forced to take a leave of absence, either by their boards or for personal reasons, and then subsequently returned to the job successfully. Some notable examples include Steve Jobs of Apple, who took a six-month medical leave to focus on his health in 2009, and then returned to run Apple alongside Tim Cook; Tony Fernandes of AirAsia, who gave up his role for two months amid allegations that were later disproven by an independent review which cleared him of all wrongdoing; as well as Kraft Foods CEO Roger Deromedi, who returned as CEO of Kraft after a medical leave.
有时,董事会选择对创始人进行警告,仍允许其留任首席执行官,但变动极小。或许最著名的例子是2018年特斯拉的埃隆·马斯克,因其关于特斯拉将以每股420美元私有化的虚假推文。美国证券交易委员会(SEC)的和解协议要求马斯克放弃董事长职务三年,但仍保留首席执行官职位。他与特斯拉各自支付2000万美元,特斯拉还增加了两名独立董事。
Sometimes, boards choose to reprimand founders, allowing them to stay on as CEO with barely any changes. Perhaps the most famous example is Elon Musk of Tesla in 2018, over his false tweets that Tesla would be taken private for $420 a share. The SEC settlement made Musk give up the chairmanship for three years while he stayed on as CEO. Both he and Tesla each paid $20 million, and Tesla added two independent directors.
董事会可能权衡了所有三方面,最终做出了正确的决定:黄(Huang)虽难以替换,但时机已成,在丑闻与争议日益升温之际,决定对其进行更换。
The board likely weighed all three but came around to the right decision: Huang would be hard to replace, but the time was right to make a move and to replace Huang amidst escalating scandal and controversy.
随着参议员凯文·克雷默等共和党高层呼吁黄辞去NVIDIA首席执行官职务,显而易见NVIDIA并无公开的继任计划。黄曾自夸拥有约60名直接下属,采用以创始人为中心的辐射状组织模式,虽在创始人公司中常见,但因规模空前,鲜有创始人能同时承担全球旅行与职责,且仍保持如此多的直接下属。
As top GOP voices such as Senator Kevin Cramer called for Huang’s resignation as NVIDIA CEO, it is apparent that NVIDIA had no public succession plan. Huang has boasted of having some 60 direct reports, a hub-and-spokes model which is common to many founders but which is unprecedented in its sheer scale. Few founders can balance the global travel and responsibilities Huang has and still maintain even a fraction of that many direct reports.
对于 NVIDIA 董事会而言,遗憾的是,他们无法像其他一些紧急继任案例那样,从董事会中挑选一位具备必要 CEO 经验的人担任临时 CEO 以争取时间。例如,当 CEO 菲尔·康迪特因一系列丑闻离开波音时,惠普前 CEO 刘易斯·普拉特从董事会中临危受命;同样,当约翰·艾克斯在 IBM 陷入困境时,公司邀请强生公司名宿吉姆·伯克担任新 CEO 搜寻委员会主席,最终引入了路易斯·郭士纳。
Unfortunately for the NVIDIA board, they are unable to draft someone with requisite CEO experience off the board on an interim basis that would buy them time, unlike some other emergency succession parallels. For example, Lew Platt, an honorable former CEO of Hewlett-Packard, stepped in off the board when CEO Phil Condit left Boeing amidst a series of scandals; and similarly, when John Akers imploded at IBM, the company brought in Jim Burke of Johnson & Johnson fame as Chair of the search committee for a new CEO, ultimately landing Lou Gerstner.
NVIDIA 内部的一位热门人选是资深首席财务官科莱特·克雷斯,她在硅谷和华尔街圈子广为人知且备受推崇。显然,除了黄仁勋和伊恩·巴克之外,无人比克雷斯更了解公司,也无人像她那样已与公司内外的关键利益相关者建立了关系;但克雷斯的背景并非技术出身。
One top internal candidate at NVIDIA would be Colette Kress, the veteran CFO who is widely known and admired across Silicon Valley and Wall Street circles. It seems clear that there is nobody outside of Huang and Ian Buck who knows the company as well as Kress and who already has relationships with key stakeholders inside and outside the company; but Kress is not a technologist by background.
尽管如此,仍有许多首席财务官在危机时刻出任 CEO,尽管他们没有任何 CEO 经验,也不需要任何外部救世主。例如,创始人史蒂夫·韦恩离开其同名公司韦恩度假村 CEO 职位时,首席财务官马特·马多克斯接任。同样,当时担任联合技术公司首席财务官的格雷格·海耶斯在继任危机中接管公司,随后带领公司完成了飞跃式转型、与雷神公司合并并组建了 RTX。
Nevertheless, there are many CFOs who stepped in as CEOs during crisis situations, despite not having any CEO background, with no need for any outside messiah. For example, when founder Steve Wynn left as CEO of his eponymous Wynn Resorts, CFO Matt Maddox stepped in. Likewise, Greg Hayes, then the CFO of United Technologies, took over amidst succession challenges and then led the company through a soaring transformation and merger with Raytheon and the formation of RTX.
管理层的后备力量远不止于首席财务官(CFO)一职,还有许多管理团队成员在危机中临危受命出任首席执行官(CEO),尽管他们此前并没有担任CEO的经历。弗兰克·布莱克(Frank Blake)在家得宝(Home Depot)首席执行官突然离职后接任时,还是一名总法律顾问。欧文·夏皮罗(Irving Shapiro)在被从副总法律顾问职位上调来出任杜邦(DuPont)首席执行官时,正值指定的接班人身陷丑闻。
Leadership bench strength extends far beyond just the CFO role, with many other examples of management team members who stepped in as CEOs amidst crisis despite no personal background as CEO. Frank Blake was a General Counsel when he took over at Home Depot after the sudden CEO departure. Irving Shapiro was pulled in from the deputy general counsel role to take over as CEO of DuPont when there was a scandal with the designated heir apparent.
麦当劳的后备力量如此深厚,以至于在2004年和2005年两位首席执行官相继在任内去世后,接连有管理团队成员被提拔为首席执行官。
McDonald’s had such bench strength that successive management team members were pulled in as CEOs after two CEOs died on the job in rapid succession in 2004 and 2005.
英伟达拥有强大而深厚的管理人才储备,其中包括备受推崇的科技巨星伊恩·巴克(Ian Buck),他是超大规模业务副总裁,与英伟达最大的客户关系密切。巴克将是一个实力极强的接替人选,他为这一职位带来了恰当的技术专长、客户关系、经验和员工关系。他已获得包括吉姆·克莱默(Jim Cramer)在内的多位关键评论人士的有力支持,认为他应成为下一任CEO。
NVIDIA has an impressive and deep bench of management talent, including an admired tech superstar Ian Buck, the vice president of Hyperscale with strong relationships with NVIDIA’s largest customers. Buck would be a hugely strong replacement who brings the right technical expertise, customer relationships, experience, and employee relationships for the role. He has garnered influential endorsements as the next CEO from several key commentators, including Jim Cramer.
如果巴克或克雷斯(Kress)成为临时CEO,我们会非常高兴,这对英伟达长期而言将极为有利。在过渡期内,采用巴克和克雷斯联席CEO的模式甚至也能奏效。
We would be delighted if Buck or Kress became the interim CEO, and that would be hugely beneficial for NVIDIA in the long term. A partnership co-CEO model would even work in the interim between Buck and Kress.
这种后备力量在未来几个月对英伟达至关重要。但如果董事会认为需要一位外部掌舵者来长期稳定局面,那么有两位候选人显然是突出的人选,其中包括蒂姆·库克(Tim Cook)。库克在接替一位堪称公司代名词的传奇创始人方面有着无人能及的履历,并证明了公司在没有创始人的情况下依然能够蓬勃发展。库克的成就不需要过多解释;在接替史蒂夫·乔布斯(Steve Jobs)之后,库克将苹果市值从大约3500亿美元提升至4万亿美元,掌握了英伟达每一块芯片都依赖的同一亚洲供应链,并让苹果转向自研芯片。
That bench strength will be crucial for NVIDIA in the months ahead. But should the board decide that an outside captain is needed to stabilize the ship in the long term, two candidates who stand out as obvious choices would include Tim Cook, who has an unparalleled track record of succeeding a bigger-than-life founder who is synonymous with their company and proving that the company can thrive without the founder. Cook’s accomplishments need little explaining; after he followed Steve Jobs, Cook took Apple from roughly $350 billion in market value to $4 trillion, mastering the same Asian supply chain every Nvidia chip depends on and moving Apple onto its own silicon.
同样,埃里克·施密特也曾做过这份工作:他于2001年加入谷歌,作为一位经验丰富的高管,在两位才华横溢的创始人身边提供“成人监督”,并将其打造成为一家全球巨头,与谷歌创始团队的杰出技术人才紧密合作,几乎没有任何分歧。
Similarly, Eric Schmidt has done this job before: he arrived at Google in 2001 as the seasoned executive to provide “adult supervision” beside two brilliant founders and built it into a global colossus, working hand in hand with the brilliant technical talent of the Google founding team with barely any daylight between them.
无论英伟达董事会选择哪条道路,有一个选项已不再可行:对单一领导者的盲目顺从。
Whichever path NVIDIA’s directors choose, the one option no longer available to them is blind deference to a single leader.
即使黄仁勋似乎很可能被罢免,董事会的工作才刚刚开始。我们认为,本周暴露出了一次深层次的失败:全球市值最高的公司之一,竟被允许在拥有约60名直接下属、没有明确继任计划的情况下运营,仿佛其创始人既长生不老又从不犯错。
Even with Huang’s seemingly likely ouster, the board’s work is only beginning. In our view, a deep failure was exposed this week: one of the world’s most valuable companies was allowed to run with some 60 direct reports, no clear succession plan, as though its founder were both immortal and infallible.
历史在这一点上是明确无误的。宝丽来、数字设备公司和王安实验室等传奇公司可以说正是因为董事会无法将企业与创始人区分开来而走向衰败。苹果在史蒂夫·乔布斯离开后腾飞,是因为他和董事会已为蒂姆·库克接任做好了准备。
History is unambiguous on this point. Legendary companies like Polaroid, Digital Equipment, and Wang Labs arguably withered because their boards could not separate the institution from the founder. Apple soared after Steve Jobs because he and his board had prepared Tim Cook to lead.
正如我们其中一位在 中所写,最伟大的领导者以大使身份离任,留下的机构比他们个人更强大;而君主则紧握王位,直到被推翻或死在任上。他们自以为只有一个人真正不可或缺,但董事会不必认同这种自我欺骗。
As one of us wrote in , the greatest leaders depart as ambassadors, leaving behind institutions stronger than themselves, while monarchs cling to the throne until they are overthrown or die in office. They believe there is only one person who is truly indispensable, but the boards don’t have to buy into such self-delusion.
英伟达能否成为一个不仅能生存,而且能在任何单一个人之外长期持续繁荣的机构,完全取决于其董事会。
Whether NVIDIA is an institution that can not only survive but continue to thrive for the long term beyond any single individual is entirely up to its board.