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Exploring the Reasons Behind OpenAI’s Board Restructuring

OpenAI’s board of directors has been under criticism for about a year for being too small and too divided to effectively manage one of the fastest-growing start-ups in Silicon Valley. On Friday, the board’s issues became public when four of its members fired Sam Altman, OpenAI’s chief executive. The dismissal led to five turbulent days, during which 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 the makeup of the board. The board and Mr. Altman’s allies discussed more than a half dozen options for its future, considering a board size of three to seven members and discussing 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 ensure that 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, according to two people close to the negotiations, 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.

  • 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, according to two people familiar with the talks.

  • 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, according to three people familiar with the discussions. 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 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, according to two of the people familiar with the talks. 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.

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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