Nov 21, 2023

Who are the members of OpenAI's board, and why was Sam Altman fired and then reinstated?

Maria Ruocco

Our team at Editby deals with artificial intelligence, and we have been wondering what has been happening in the last few hours within OpenAI.

We have tried in this article to analyse the key news to understand who is on the OpenAI board and why Sam Altman is leaving the company.

Sam Altman fired as CEO of OpenAI.

Last Friday, Sam Altman attended the APEC CEO Summit as CEO of OpenAI. Only a day later, the board abruptly fired Altman as CEO and removed Greg Brockman as board chair minutes before making the official announcement on www.openai.com (you can read it here: OpenAI announces command transition)

The board of directors of OpenAI, Inc., the 501(c)(3) that acts as the overall governing body for all OpenAI activities, today announced that Sam Altman will depart as CEO and leave the board of directors.
Mira Murati, the company’s chief technology officer, will serve as interim CEO, effective immediately.  ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌

In the announcement, the board clearly explains why Sam Altman was ousted:

Mr. Altman's departure follows a deliberative review process by the board, which concluded that he has not been consistently truthful in his communications with the board, hampering his ability to carry out his responsibilities. The board no longer has confidence in his ability to continue to lead OpenAI.

Ilya Sutskever and the three independent board members constituted the majority needed to implement radical changes according to the bylaws. Altman's ouster revealed the unchecked power of this thin board faction to drastically reshape OpenAI's leadership based on internal disputes.

Over the weekend, attempts were made to reinstate Altman as CEO and rebuild the board. However, Altman has reportedly prioritized governance changes, conflicting with the existing directors overseeing the amendments.

This standoff underscores the challenges inherent in OpenAI's structure, namely the concentration of power without consistent shareholder oversight.

Who is on the OpenAI board?

In 2023, OpenAI’s board saw several departures, including Hoffman, Zilis, and Hurd, due to conflicts of interest and other commitments. This left the board with only six directors, evenly split between insiders and independent members.

Update: On November 22, OpenAI has decided to change the board again. Sam Altman returns to OpenAI after being fired and the board have new members.

But first let's look at how the board was before Sam Altman being fired:

  • Greg Brockman
    The only OpenAI cofounder remaining on the board after Sam Altman's ouster, Greg Brockman stepped down from his role to protest Altman's removal stresses and said on X that "Sam and I are shocked and saddened by what the board did today." Over a decade of experience as CTO at Stripe, Brockman co-founded OpenAI in 2015 with Sam Altman and Ilya Sutskever with the goal of ensuring that artificial intelligence benefits all of humanity.

  • Ilya Sutskever
    For nearly three years before becoming co-founder and director of research at OpenAI. Since November 2018, he has been the company's chief scientist. having co-founded DNNResearch, an artificial intelligence startup focused on neural networks, and sold it to Google, Sutskever joined Google as a researcher.

  • Adam D’Angelo
    Joined the board because of his experiences as CTO of Facebook and the current CEO of Quora, but he is not an OpenAI employee.

  • Tasha McCauley
    Joined the boards of OpenAI and GeoSim Systems, a geospatial technology company. At Rand Corporation, she holds the position of senior management adjunct scientist and has served on the board of OpenAI since 2018 as a non-employee member.

  • Helen Toner
    As an independent board member, Helen Toner joined the board thanks to her research at Oxford's Center for the Governance of AI and Georgetown's CSET. Additionally, he has been a strategy director at Georgetown University’s Center for Security and Emerging Technology for nearly five years.

  • Sam Altman
    In 2005, Altman co-founded Loopt, a mobile-based social mapping service.
    As CEO, he led Loopt's growth to millions of users before selling it to banking company Green Dot in 2012 for $43 million.
    He took over as president in 2014 at just 28 years old. Under his leadership, Y Combinator expanded significantly, supporting over 3,000 startups including Stripe, Airbnb, and Dropbox. He founded OpenAI in 2015.

This was the board just before firing Sam Altman, now, after all the OpenAI shakedown, the company welcomed back Sam Altman as CEO, marking a significant turn in the company's governance.

In a recent tweet, OpenAI disclosed an "agreement in principle" for Sam Altman's return, alongside a revamped board featuring Brett Taylor as chair and Lawrence Summers, with Adam D'Angelo continuing his tenure.

The new board composition brings together a trio adept in technology, business strategy, and economic policy. Brett Taylor, known for his role at Salesforce and co-creating Google Maps, is poised to drive strategic decisions that could redefine OpenAI's business trajectory. Lawrence Summers' economic and policy knowledge will be essential for addressing the broader societal impacts of AI. Adam D'Angelo's ongoing presence ensures that in the board there will be continuing to be a contrarian view to Sam Altman, this could be something good for the company.

So, how is the board now?

  • Bret Taylor
    Known for his roles at Facebook and Salesforce, Bret Taylor came into the negotiations as a neutral figure. His reputation in Silicon Valley is that of a mediator, especially noted for his role in Twitter's sale to Elon Musk.

  • Lawrence H. Summers
    As a prominent economist with previous high-profile positions such as Treasury Secretary and Harvard President, Lawrence H. Summers was brought into the discussions late but played a crucial role in breaking the deadlock, seen as capable of standing up to Altman.

  • Adam D’Angelo
    Joined the board because of his experiences as CTO of Facebook and the current CEO of Quora and POE, a chatgpt competitor, as POE does kind of a feature quite similar to GPTs from OpenAI.

Why isn't Microsoft part of the board?

Earlier this year, Microsoft significantly expanded its investment in OpenAI, contributing an additional $10 billion, making it the largest AI investment of the year, as reported by PitchBook.

In April, the startup reportedly concluded a $300 million share sale, with a valuation ranging between $27 billion and $29 billion.
Sequoia Capital and Andreessen Horowitz were among the firms involved in this investment.

Despite the substantial investment, Microsoft does not have a board seat at OpenAI.

OpenAI has publicly stated that while its partnership with Microsoft includes a multibillion-dollar investment, OpenAI remains an entirely independent entity governed by the OpenAI Nonprofit.

So, Microsoft has no board seat or control, and AGI is explicitly excluded from all commercial and IP licensing agreements.

Microsoft comes calling and hires Sam Altman

After weekend negotiations, Microsoft CEO Satya Nadella announced Altman and Brockman will co-lead Microsoft’s advanced AI research team, with Altman as CEO.

In a post on X (formerly Twitter), Altman acknowledged he was joining Microsoft by reposting Nadella with the message “the mission continues.

Nadella responded by giving some clues as to how he sees Altman’s new CEO role at Microsoft

He also said:

This strategic move empowers Microsoft to harness Altman's expertise, bolstering its AI capabilities and gaining a competitive advantage. As a significant investor in OpenAI, Microsoft likely recognized Altman's exceptional value, overriding any objections from the board.

Altman's prompt transition to Microsoft allows him to continue influencing the future of AI, free from the constraints of OpenAI's internal dynamics.

However, OpenAI now faces a talent drain, as skilled individuals are drawn to Altman's side. It is imperative for OpenAI to rebuild its technical leadership and strategic direction in the absence of Altman.

Meanwhile, the industry eagerly awaits the next revolutionary advances in Microsoft's artificial intelligence under Altman's leadership.

But, all of this again, has changed with the pass of time. Finally, Sam Altman is not going to Microsoft and with the return to OpenAI, Microsoft sees this as:

"a First Essential step on a path to more stable, well-informed, and effective governance".

The new board, now with Brett Taylor as chair along with Larry Summers and Adam D'Angelo, promises a fresh dynamic that aligns with Microsoft's interests.

Nadella anticipates that Altman's leadership will bolster their partnership and further the advancement of AI technology for customers and partners alike. This perspective reinforces Microsoft’s position not just as an investor but as an integral collaborator in shaping the future of AI.

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Maria Ruocco