Explaining OpenAI’s Board Shake-Up

Who is off, and who is on? For now there are three members, including one holdover from the board that ousted Sam Altman as C.E.O. last week.

For much of the past year, OpenAI’s board of directors has been criticized as too small and too divided to effectively govern one of the fastest-growing start-ups in Silicon Valley history.

On Friday, the board’s dysfunction spilled into public view when four of its members fired Sam Altman, OpenAI’s popular and powerful chief executive. The dismissal uncorked five turbulent days, as Mr. Altman rallied almost all of the company’s 770 employees to lobby for the board’s resignation and his reinstatement.

Mr. Altman, 38, returned to the company on Tuesday night, after days of haggling over his job and over the makeup of the board.

The board and Mr. Altman’s allies discussed more than a half dozen options for its future. They considered a board size of three to seven members and discussed about 30 candidates, including Laurene Powell Jobs, the founder of the Emerson Collective and widow of Steve Jobs, and Brian Chesky, the chief executive of Airbnb. The departing board wanted to be sure the replacements would be independent thinkers and experienced enough to stand up to Mr. Altman.

On Tuesday evening, both sides agreed to create a provisional, three-person board. It is expected to expand in the coming months, two people close to the negotiations said, but the exact number was unclear. The new group will be responsible for analyzing the structure of OpenAI, the ChatGPT chatbot developer, which started as a nonprofit in 2015 but later added a for-profit subsidiary.

Who is off the board?

• Sam Altman: A co-founder of OpenAI, Mr. Altman had been on its board from the start. One of the key sticking points during negotiations with board members was their opposition to his return to his seat. Mr. Altman fought for several days, two people familiar with the negotiations said. On Tuesday, he relented — at least for now.

• Greg Brockman: A co-founder of OpenAI and the board’s chairman until last week, Mr. Brockman quit his role as president on Friday in solidarity with Mr. Altman. He expressed interest in returning to the board during negotiations, but its members rejected that possibility, the two people said. Now he is returning to OpenAI as a senior employee with his title yet to be determined. He celebrated his return with colleagues at OpenAI’s offices on Tuesday night. On X, formerly Twitter, he posted a selfie with dozens of employees and said, “we are so back.”

• Ilya Sutskever: A co-founder and top researcher at OpenAI, Mr. Sutskever was born in the Soviet Union and spent years working at the University of Toronto and later at Google with the world’s leading A.I. researchers. He spent eight years as OpenAI’s well-regarded chief scientist. But last week, he turned on his colleagues and sided with the board’s three independent directors to oust Mr. Altman. Mr. Sutskever told Mr. Altman that he was being pushed out and then stood his ground until Sunday, when OpenAI employees threatened to leave en masse and Mr. Brockman’s wife, Anna, urged him to reinstate Mr. Altman. After expressing regret publicly for his decision to turn on Mr. Altman, Mr. Sutskever agreed to step off the board on Tuesday.

• Helen Toner: An independent board member since 2021, Ms. Toner joined OpenAI at the suggestion of Holden Karnofsky, a board member who stepped down that year because his wife was affiliated with a rival A.I. company, Anthropic. Ms. Toner is a director of strategy at Georgetown University’s Center for Security and Emerging Technology, a think tank, where she writes about national security issues. She agreed to leave the board.

• Tasha McCauley: An independent board member since at least 2018, Ms. McCauley is an adjunct senior management scientist at the RAND Corporation, one of the country’s oldest think tanks, and married to the actor Joseph Gordon-Levitt. She also serves on the British board of Effective Ventures, a federation of effective altruist organizations. She agreed to leave the board.

Who is on the board?

Adam D’Angelo: An early Facebook executive and a co-founder of the question site Quora, Mr. D’Angelo was one of the board members who ousted Mr. Altman. He was the board’s main leader in negotiations and held out for concessions from Mr. Altman during the tense back and forth, two people familiar with the talks said.

Bret Taylor: A fixture of Silicon Valley technical circles and a former Facebook and Salesforce executive, Mr. Taylor was seen during negotiations as a neutral party, three people familiar with the discussions said. He is well regarded among the technorati and is often thought of as a kind of mediator in high-pressure situations. Last year, as a board chairman at Twitter, he was instrumental in negotiating the platform’s $44 billion sale to Elon Musk.

Lawrence H. Summers: One of the country’s most prominent economists, Mr. Summers was a late addition to the list of potential board candidates and critical to ending the impasse over how to proceed because he was believed to be someone who would stand up to Mr. Altman, two of the people familiar with the talks said. Mr. Summers served as Treasury secretary in the Clinton administration and was president of Harvard. He has been speaking out about the potential for artificial intelligence to displace workers, but his reputation has been damaged over the years. While leading Harvard, he said women might lack an intrinsic aptitude for math and science.

Where is the diversity?

Gender and diversity didn’t play a role in deliberations about the board, two of the people said. At various points during negotiations, there were permutations of the board that would have kept Ms. Toner or Ms. McCauley involved.

One of the people involved in the negotiations said that the most important thing was to get a resolution, and that achieving one had some constraints, including that the pool of candidates was largely white and male. The provisional board is expected to become more diverse as it expands in the coming months.

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