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March 8, 2024

Review completed & Altman, Brockman to continue to lead OpenAI

New board members named and enhancements to the governance structure introduced 

OpenAI logo

The Special Committee of the OpenAI Board today announced the completion of the review by WilmerHale. The firm conducted dozens of interviews with members of OpenAI’s prior Board, OpenAI executives, advisors to the prior Board, and other pertinent witnesses; reviewed more than 30,000 documents; and evaluated various corporate actions. Based on the record developed by WilmerHale and following the recommendation of the Special Committee, the Board expressed its full confidence in Mr. Sam Altman and Mr. Greg Brockman’s ongoing leadership of OpenAI.

“We have unanimously concluded that Sam and Greg are the right leaders for OpenAI,” stated Bret Taylor, Chair of the OpenAI Board.

Sam Altman, as CEO, will rejoin the OpenAI Board of Directors. 

The OpenAI Board also announced today the election of three new Board members as one part of its commitment to expansion, including: 

  • Dr. Sue Desmond-Hellmann, former CEO of the Bill and Melinda Gates Foundation and on the Board of Directors at Pfizer and on the President’s Council of Advisors on Science and Technology.

  • Nicole Seligman, former EVP and Global General Counsel of Sony and President of Sony Entertainment and on the Board of Directors at Paramount Global, Meira GTx, and Intuitive Machines, Inc.

  • Fidji Simo, CEO and Chair of Instacart and on the Board of Directors at Shopify

The new members have experience in leading global organizations and navigating complex regulatory environments, including backgrounds in technology, nonprofit and board governance. They will work closely with current board members Adam D’Angelo, Larry Summers and Bret Taylor as well as Greg, Sam, and OpenAI’s senior management. 

Taylor further stated, “As Chair of the Board, I am excited to welcome Sue, Nicole, and Fidji to the OpenAI Board of Directors. Their experience and leadership will enable the Board to oversee OpenAI’s growth and to ensure that we pursue OpenAI’s mission of ensuring artificial general intelligence benefits all of humanity.”

The Board also announced the adoption of important improvements to OpenAI’s governance structure. Key enhancements include:

  • Adopting a new set of corporate governance guidelines;

  • Strengthening OpenAI’s Conflict of Interest Policy;

  • Creating a whistleblower hotline to serve as an anonymous reporting resource for all OpenAI employees and contractors; and

  • Creating additional Board committees, including a Mission & Strategy committee focused on implementation and advancement of the core mission of OpenAI. 

The expanded board will prioritize its crucial work to enhance the governance procedures to best achieve OpenAI’s mission. “We recognize the magnitude of our role in stewarding transformative technologies for the global good,” added Taylor.

The Special Committee acknowledged the important work done by WilmerHale in conducting this extensive review and thanked OpenAI current and former Board members, advisors and employees for their cooperation. The Special Committee of OpenAI’s Board of Directors released a summary of findings.

Summary of WilmerHale review & findings

On December 8, 2023, the Special Committee retained WilmerHale to conduct a review of the events concerning the November 17, 2023 removal of Sam Altman and Greg Brockman from the OpenAI Board of Directors and Mr. Altman’s termination as CEO. WilmerHale reviewed more than 30,000 documents; conducted dozens of interviews, including of members of OpenAI’s prior Board, OpenAI executives, advisors to the prior Board, and other pertinent witnesses; and evaluated various corporate actions.  

The Special Committee provided WilmerHale with the resources and authority necessary to conduct a comprehensive review. Many OpenAI employees, as well as current and former Board members, cooperated with the review process. WilmerHale briefed the Special Committee several times on the progress and conclusions of the review.  

WilmerHale evaluated management and governance issues that had been brought to the prior Board’s attention, as well as additional issues that WilmerHale identified in the course of its review. WilmerHale found there was a breakdown in trust between the prior Board and Mr. Altman that precipitated the events of November 17.  

WilmerHale reviewed the public post issued by the prior Board on November 17 and concluded that the statement accurately recounted the prior Board’s decision and rationales. WilmerHale found that the prior Board believed at the time that its actions would mitigate internal management challenges and did not anticipate that its actions would destabilize the Company. WilmerHale also found that the prior Board’s decision 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. Instead, it was a consequence of a breakdown in the relationship and loss of trust between the prior Board and Mr. Altman. WilmerHale found the prior Board implemented its decision on an abridged timeframe, without advance notice to key stakeholders, and without a full inquiry or an opportunity for Mr. Altman to address the prior Board’s concerns. WilmerHale found that the prior Board acted within its broad discretion to terminate Mr. Altman, but also found that his conduct did not mandate removal.  

After reviewing the WilmerHale findings, the Special Committee recommended to the full Board that it endorse the November 21 decision to rehire Mr. Altman and Mr. Brockman. With knowledge of the review’s findings, the Special Committee expressed its full confidence in Mr. Altman and Mr. Brockman’s ongoing leadership of OpenAI.   

The Special Committee is pleased to conclude this review and looks forward to continuing with the important work of OpenAI.