How OpenAI’s Bizarre Structure Gave 4 People the Power to Fire Sam Altman

Besides Sutskever, other directors include Adam D’Angelo, an early Facebook employee since 2018 and CEO of the Q&A forum Quora, who licenses AI technology from OpenAI and its competitors; entrepreneur Tasha McCauley, who took office in 2018; and Helen Toner, an AI security researcher at Georgetown University who joined the board in 2021. Toner previously worked at the effective altruism group Open Philanthropy, and McCauley is a board member. he UK administration of Effective Ventures, another group focused on effective altruism.

During an interview in July for WIRED’s October cover story on OpenAI, D’Angelo said he joined and remains a board member to help steer the development of artificial general intelligence toward “better outcomes.” He described the for-profit entity as a benefit to the nonprofit’s mission, not as an entity in conflict with it. “Having to actually make the economics work is, I think, a good strength for an organization,” D’Angelo said.

The drama of recent days has led OpenAI executives, staff and investors to question the project’s governance structure.

Changing OpenAI’s board rules is not easy: the original bylaws place the power to do so exclusively in the hands of a majority of the board. As OpenAI investors encourage the board to bring Altman back, he apparently would have said he would not return without changing the governance structure he helped create. That would require the board to come to a consensus with the man they just fired.

The OpenAI structure, once celebrated for blazing a courageous path, is now condemned throughout Silicon Valley. Marissa Mayer, a former Google executive and later Yahoo CEO, dissected OpenAI’s governance in a series of articles on X. The seats that became vacant this year should have been filled quickly, she said. “Most companies of OpenAI’s size and importance have boards of 8 to 15 directors, most of whom are independent and all of whom have more board experience at this scale than the 4 independent directors of OpenAI,” she wrote. “AI is too important to get wrong.”

Anthropic, a rival AI company founded in 2021 by former OpenAI employees, undertook its own experiment designing a corporate structure to keep future AI on track. It was founded as a public benefit corporation legally committed to prioritizing helping humanity while maximizing profits. Its board of directors is supervised by a confidence with five independent directors chosen for their experience beyond business and AI, who will ultimately have the power to select the majority of Anthropic board seats.

Anthropic’s announcement of this structure said it consulted with business experts and attempted to identify potential weaknesses, but acknowledged that new corporate structures will be judged on their results. “We are not yet ready to present this as an example to follow; we are empiricists and want to see how it works,” the company’s announcement said. OpenAI is now working to reset its own experiment in designing corporate governance resilient to both superintelligent AI and ordinary human squabbles.

Additional reporting by Will Knight and Steven Levy.

Updated 11/19/2023, 5:30 p.m. EST: This article has been updated with an earlier comment from Adam D’Angelo.