The OpenAI board is attempting to close the door on a tumultuous chapter that saw its revered CEO Sam Altman fired, exalted, and then reinstated as CEO in a chaotic four-day span. In a summary made public today, law firm WilmerHale concluded that the board didn’t realize that firing the CEO would “destabilize” the company and that it acted without allowing Altman to address the board’s concerns about a “loss of trust” between directors and management. The review determined that the board had “broad discretion” to fire Altman but that “his conduct did not mandate removal.”
The company published the summary of WilmerHale’s findings in a blog post today, but did not go further than absolving the board for firing Altman, while also finding that the board should not have fired Altman. The published review also lays to rest speculation that Altman was up to something nefarious that led the board to act rapidly to depose him. According to the summary, Altman’s firing “did not arise out of concerns regarding product safety or security, the pace of development, OpenAI’s finances, or its statements to investors, customers, or business partners.” It stopped short of explaining what the “loss of trust” stemmed from or how it escalated to Altman’s termination from the company.
The board has since recruited new members—all women—and it appears the company is hoping to move on with a clean slate and a refreshed board.
“We have unanimously concluded that Sam and Greg are the right leaders for OpenAI,” said Bret Taylor, chair of the OpenAI board, referring to Altman and Greg Brockman, who quit in protest after the board dumped Altman during a virtual meeting on Nov. 17, 2023. Brockman returned at the same time as Altman last year, and both will now officially rejoin the board, the company said today.
The independent investigation into the board’s firing of Altman and the removal of the duo from the board included “dozens of interviews” with prior members of the OpenAI board, executives, and advisors, the company said in a blog post. Lawyers examined 30,000 documents and evaluated the board’s actions. “Many OpenAI employees, as well as current and former board members,” cooperated with the review process, the company said.
“WilmerHale found there was a breakdown in trust between the prior board and Mr. Altman that precipitated the events of Nov. 17,” states the summary of WilmerHale’s findings.
Altman’s firing kicked off reverberations throughout the tech industry, where Altman had been the face of generative AI. OpenAI also maintains close ties to Microsoft, which has invested $13 billion into the company. Microsoft CEO Satya Nadella openly backed Altman after his ouster. At the time, the OpenAI board only stated that it “no longer has confidence in his ability to continue leading OpenAI.” It followed a prior review that found Altman had lacked candor with the board, the company said. After the board dispatched Altman, board chair Brockman, who wasn’t aware of what the rest of the board was up to, quit and posted this on X. Hundreds of employees followed up with an open letter to the board seeking Altman’s and Brockman’s rehiring.
Moving on from the disturbing power struggle at the top coincides with an exciting chapter in which AI has seen a meteoric rise in popularity and in valuation. Open AI was founded as a nonprofit in 2015, which owns and controls the for-profit entity OpenAI GP LLC.
“We recognize the magnitude of our role in stewarding transformative technologies for the global good,” said Taylor in the company statement.
The company today also announced three new board members: Sue Desmond-Hellmann, former CEO of the Bill & Melinda Gates Foundation; Nicole Seligman, former president and general counsel at Sony; and Fidji Simo, CEO and chair of Instacart. The appointments could be viewed as a counter to previous criticism that the board had a lack of female representation after Altman departed. When he and Brockman rejoined, three board members—Tasha McCauley, Helen Toner, and cofounder Ilya Sutskever—left the board. Sutskever remains with the company.
Desmond-Hellmann, 66, also serves on the Pfizer board and previously served as a director on the boards of Facebook and Procter & Gamble. Heavy-hitter Seligman, prior to Sony, was a partner in the litigation practice at law firm Williams & Connolly, where she advised President Bill Clinton and Hillary Clinton. Seligman chairs the nominating and corporate governance committee at space exploration company Intuitive Machines and serves on the boards of gene therapy developer Meira GTx Holdings and Paramount Global, formerly known as Viacom. Simo is French and previously served as vice president and head of the Facebook app. She’s also a director on the board at Shopify.
