The conclusion of an investigation into the chaotic firing of Sam Altman from OpenAI more than three months ago is a big deal for the high-profile chief executive as he seeks to reassert control of the artificial intelligence company he helped found. It meant a big victory.
OpenAI said in a Friday press conference that Altman, who returned to OpenAI just five days after being fired in November, had done nothing to justify his firing and that he is the only role he has yet to fulfill at the company. He said he intended to bring it back. He: A seat on the company's board of directors.
Mr. Altman's firing stunned Silicon Valley and jeopardized the future of one of the technology industry's most influential startups. There were also questions about whether OpenAI, with or without Altman in charge, was ready to carry the banner of the tech industry's frenetic focus on artificial intelligence.
When he returned to OpenAI in November, Altman agreed to an investigation into his actions and the board's actions, but did not return to the board's seat. The two councilors who voted to remove him agreed to his resignation. Their replacements came from outside the company and oversaw the investigation by law firm WilmerHale. OpenAI board chairman Brett Taylor said in a press conference that a long-awaited report on the episode was completed, but the company did not make the report public.
The company said the law firm's report found that OpenAI's board acted within its broad discretion to fire Altman, but that his actions did not mandate his firing. It was also found that
“The special committee recommended, and the entire board of directors expressed their full confidence in, Mr. Altman and Mr. Brockman,” Taylor said, referring to company president Greg Brockman, who resigned in protest after Mr. Altman's firing. I did,” he said. “We are unanimously thrilled to support Sam and Greg.”
OpenAI also added three women to its board of directors to address concerns about the lack of diversity on its board. Nicole Seligman, former Sony General Counsel. and Fiji Simo, CEO of Instacart.
Taylor, one of his successors appointed to OpenAI's board in November, said the board will continue to grow.
With this report and addition to the board, OpenAI management hoped to move beyond the controversy surrounding Altman's firing. The incident raised countless questions about his leadership and the San Francisco company's unusual structure: a nonprofit board of directors overseeing a for-profit company.
However, OpenAI has not released its report, leaving many questions about the company unanswered. Some insiders have questioned whether Mr. Altman had too much control over how the investigation proceeded.
“As we have told law enforcement, deception, manipulation, and resistance to thorough oversight are unacceptable,” OpenAI board members Helen Toner and Tasha McCauley, who stepped down at the end of last year, said in a statement. “We look forward to the new board playing a role in managing OpenAI and holding it accountable to its mission.”
Mr. Taylor attended Friday's press conference alongside Mr. Altman. After announcing the new board members, the investigation found that the previous board acted in good faith in removing Mr. Altman, but did not anticipate the difficulties that would result from his removal. He said he did.
“After review, we determined that the board's decision was not driven by product safety or security concerns,” Taylor said. “It was simply a breakdown of trust between the board and Mr. Altman.”
After Mr. Taylor finished his prepared remarks, Mr. Altman praised the resilience of the company and its partners during and after his termination. “I’m glad it’s all over,” he said.
OpenAI provided a six-paragraph summary of the report. It said WilmerHale reviewed 30,000 documents and conducted dozens of interviews, including with former OpenAI board members.
The committee found that the previous board's rationale and public explanation for firing Altman for not being “consistently candid in his communications with the board” were accurate. He also said the board did not anticipate that its actions would destabilize the company.
The company said Mr. WilmerHale orally briefed former Treasury Secretary Lawrence H. Summers, who joined Mr. Taylor on the board in November, about the report, which is not expected to be made public.
Taylor said OpenAI has made several changes aimed at improving company operations, including new governance guidelines for the board of directors, a new conflict of interest policy, and a whistleblower hotline.
The summary of OpenAI's report provides no insight into the concerns that the company's senior executives raised with the previous board about Mr. Altman. Prior to his firing, OpenAI's chief scientist Ilya Satskeva and OpenAI's chief technology officer Mila Murati discussed Altman's history and characterization of manipulative behavior, according to a New York Times report. had expressed concerns about Mr. Altman's management style, including his management style.
Dr. Sutskever, through his lawyer, maintained that these claims were “false.” Murati said: Company Slack Post He said Thursday that he shared the same feedback with the board that he provided directly to Altman, but that he never contacted the board to share those concerns.
“I am pleased that the independent review has concluded and we can all move forward in unison,” Murati said in a post on X (formerly Twitter) on Friday.
OpenAI is currently under investigation by the Securities and Exchange Commission over board actions and the possibility that Altman misled investors. Companies that hire outside law firms often turn over their reports to public investigators after completion. An OpenAI board spokesperson declined to say whether the report would be provided to the SEC.
(The New York Times sued OpenAI and Microsoft in December for copyright infringement of news content related to AI systems.)
OpenAI, valued at more than $80 billion in its latest funding round, is at the forefront of generative AI technology that can generate text, images, and audio. Many believe that generative AI has the potential to change the technology industry as radically as his web browser did some 30 years ago. Others worry that the technology could cause serious harm, help spread disinformation online, displace countless jobs, and possibly even threaten the future of humanity.
After OpenAI released its online chatbot ChatGPT in late 2022, about a year after Altman became the face of the industry's push into generative AI, the board of directors said it no longer had confidence in his ability to run the company, citing expectations. Instead, he was dismissed.
The board of directors has been reduced to six members: three founders and three independent members. Dr. Sutskever, one of OpenAI's founders, along with three outsiders accused Altman of not having “consistent and candid communication” and, without providing details, accused Altman of leading the company. I voted to remove him from his position as director and chairman of the board.
Brockman, another founder, resigned from the company in protest. A few days later, Dr. Sutskever said he regretted his decision to fire Mr. Altman and effectively resigned from the board, leaving three independent members to oppose Mr. Altman.
OpenAI was founded as a nonprofit in 2015, and three years later Altman formed a for-profit subsidiary and raised $1 billion from Microsoft. The nonprofit's board of directors, whose mission is to build his AI for the benefit of humanity, maintained full control over the new subsidiary. Investors, including Microsoft, had no legal say over who ran the company.
To resolve the confusion and bring Mr. Altman back to the company, he and the board agreed to replace two members with Mr. Taylor, a former Salesforce executive. However, Mr. Altman did not return to the board. Mr. Taylor and Mr. Summers were charged with overseeing the investigation and firing of Mr. Altman.
Microsoft, a close OpenAI partner, has an observer position on the board, with Dee Templeton, the company's vice president of technology and research partnerships, serving in that role. Microsoft declined to comment on the board or the report Friday.
The new board faced criticism from corporate governance experts for lacking diversity. Taylor told the Times in November that he intended to fill the board with “qualified and diverse candidates” who exemplify the “integrity of this mission across technology and AI safety policy.”
Karen Weise contributed reporting.
