Everything You Need to Know About OpenAI’s Board

Here is what you need to know about the board:

Why did the OpenAI board fire Sam Altman?

OpenAI’s board said it pushed out Altman because he wasn’t being “consistently candid in his communications,” but the specifics aren’t yet clear.

One factor driving the board’s decision was the members’ lack of clarity around Altman’s pursuits outside of OpenAI, according to people familiar with the matter. The trust between Altman and the board had eroded so much that concerns mounted over whether OpenAI’s intellectual property or technology could be used in ways that made the board uncomfortable, the people said.

The board’s mission is advancing artificial intelligence for humanity’s benefit over profits. By that measure, the board acted as it was designed and ethically obliged to do, people familiar with the board’s thinking said.

Over the weekend, OpenAI’s senior leadership repeatedly asked the board to explain what prompted their sudden decision to eject Altman. In an employee letter made public Monday, OpenAI’s leaders said the board failed to give them an explanation.

What is the job of OpenAI’s board of directors?

OpenAI was founded in 2015 and is governed by a nonprofit organization with a board devoted to making artificial general intelligence safe and available for all humanity.

The nonprofit created a for-profit arm in 2019—the arm that then went on to raise billions from investors including Microsoft—and each year in its tax returns it notes that its “goal is to advance digital intelligence in the way that is most likely to benefit humanity as a whole, unconstrained by a need to generate financial return.”

The organization’s for-profit arm that Altman ran must “give priority” to OpenAI’s mission “over maximizing profits.”

What is the job of OpenAI’s board of directors?

The board has only four members now that Altman has been fired and OpenAI’s president, Greg Brockman, has quit. Previously, a few other directors came and went, including co-founder Elon Musk, who relinquished his seat when he left the company in 2018. Other past high-profile directors include LinkedIn CEO Reid Hoffman, Republican Congressman Will Hurd and Shivon Zilis, director of operations and special projects at Musk’s Neuralink and the mother of two of Musk’s children.

The four remaining board members are:— Ilya Sutskever, Open-AI co-founder and the company’s chief scientist; — Adam D’Angelo, former Facebook executive and founder of the question-and-answer website Quora;

— Tasha McCauley, adjunct senior management scientist at Rand, a nonprofit in Santa Monica, Calif.;— Helen Toner, director of strategy and foundational research grants at Georgetown University’s Center for Security and Emerging Technology, a nonprofit in Washington, D.C.Sutskever, who told Altman he was fired, was among hundreds of employees at OpenAI who signed a letter Monday pledging to quit the company if the current board that he sits on doesn’t resign.

Why is the board so small?

OpenAI’s board lost five members this year, including Altman and Brockman. Hoffman, Hurd and Zilis also left earlier in the year. Hoffman said he left so he could invest in companies using OpenAI’s software without a conflict of interest, while Hurd launched a run for president of the U.S.

Most company boards, including those of nonprofits, have a minimum of seven members and a maximum of 15, according to Martha Heller, chief of Heller Search, an executive-search firm in Massachusetts that recruits talent mainly for technology companies.

“Six is quite small, and four is very small,” she said.

Large boards are important for having balance and diversity so no single person gains too much control, Heller said, adding that such characteristics are especially important for a company dealing with novel technology like AI.

“If it’s too small you almost have a monopoly on decision-making, a monopoly on governance, a monopoly on power,” she said. “OpenAI had such a small board they did not have that balance.”

How were the board members chosen?

Boards generally govern themselves in terms of their size, members and expulsion of sitting members.

To build a board from scratch, a company’s founders and any early executive recruits will often seek out directors with deep pockets to help fund operations, Heller said. They will also look to executives who have led similar companies so they can offer an experienced-based perspective, she said.

Silicon Valley startup boards typically are dominated by investors—the people with the most stake in the success of the business—OpenAI’s charter bars the majority of the board from having a financial stake in the for-profit arm.

Where does the board go from here?

This is the $90 billion question.

Amid negotiations to bring Altman back, the board named a new CEO, Emmett Shear, to step into the leadership role. Employees followed that with the threat to resign if Altman isn’t reinstated, and investors are still pushing for Altman to return. Altman, meanwhile, has joined Microsoft along with Brockman.

Altman wants the entire board gone if he returns, and Microsoft CEO Satya Nadella has said he wants governance changes at the company.

Either way, stability is needed as this isn’t a small startup. This month, Altman said the viral chatbot ChatGPT had more than 100 million weekly active users, and the company’s valuation was said to be approaching $90 billion.

Chief Operating Officer Brad Lightcap said Monday on X that OpenAI’s products and platforms “are operational and secure,” and that the engineering and support teams “continue working around the clock to support you.” Lightcap was among the hundreds of employees who signed the letter asking the board to resign.