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Who are the independents who have wrested control of OpenAI from its founders?

Three external directors hired by the firm have ended up firing the president and the CEO, but they face a possible flight of employees to Microsoft

OpenAI
Emmett Shear, new CEO of OpenAI, in an image from 2018, when he was head of Twitch.REUTERS TV (REUTERS)

“OpenAI is nothing without its people.” The message, which almost reads like a warning, is from Mira Murati, the chief technology officer of the artificial intelligence firm who was named Sam Altman’s interim replacement after his dismissal as CEO. Murati, like most of the company’s employees, ended up rebelling against the decision and threatened to walk out. Microsoft, which has hired Altman and former OpenAI president Greg Brockman, has made it clear that it has room for everyone who would like to join. Meanwhile, the company that has popularized artificial intelligence has been left in the hands of three independents: Adam D’Angelo, Tasha McCauley and Helen Toner.

These three independents are the ones who refused to reinstate Altman following the rebellion of investors and employees. Instead they named Emmett Shear, formerly the head of Twitch, as his replacement. In a statement on Friday, OpenAI anticipated a “smooth transition” without elaborating any further.

Until last week, OpenAI’s board consisted of six members: Altman, CEO; Greg Brockman, president; Ilya Sutskever, chief scientist, and the three independents mentioned before. Altman, Brockman and Sutskever are members of the founding team and the dismissals were immediately viewed as a board coup by Sutskever with the support of the independents.

However, Sutskever has expressed regret: “I deeply regret my participation in the council’s actions. It was never my intention to harm OpenAI. I love everything we’ve built together and I will do everything I can to reunite the company,” he tweeted Monday. His message comes after hours of failed negotiations for Altman’s return, amid pressure from employees and investors. Altman was at the OpenAI headquarters on Sunday, but there was no agreement. Microsoft immediately signed him and Brockman and made it clear that they were willing to bring the rest of the team on board as well.

With Sutskever repentant, it was the three independent directors who refused to back down. Their positions are unpaid. They are not shareholders and as the board has been reduced due to previous resignations and last week’s layoffs, they have found themselves in control of OpenAI. What remains to be seen is whether they can exercise this power, given the threat that most of their employees could walk out. Perhaps it is an exaggeration to say that “OpenAI is nothing without its people”, but it is certainly no longer what it was.

The three independents

The best known of the three independents is perhaps D’Angelo, 39. A brilliant computer programmer, he was Facebook’s chief technology officer and also its vice president of engineering until 2008. In June 2009, at the age of 25, he founded the question-and-answer social network Quora with another Facebook employee, Charlie Cheever. D’Angelo has been the CEO since its founding. The company is not listed on the stock exchange, its business model has not worked very well there and its value is uncertain.

It is not easy to calculate his fortune either. D’Angelo does not show up on the main lists of billionaires, although several publications have estimated his fortune above that figure. He has been on the board of OpenAI since April 2018. He has always argued that OpenAI should not become one of the big technology companies, but rather maintain its structure as a non-profit organization. He has not felt compelled to resign due to a possible conflict of interest despite the fact that the development of artificial intelligence could leave a social website like Quora without much meaning.

McCauley, 42, is known partly as an engineer and entrepreneur, but also as the wife of American actor Joseph Gordon-Levitt. She studied electrical engineering at Stanford University and earned a master’s degree in robotics from Carnegie Mellon. Co-founder of Fellow Robots, she ran GeoSim Systems, a company that develops software for the robotics sector, and this year joined Rand Corporation, an analysis and consulting firm focused on public policy. She met Gordon-Levitt in 2009 and they married in 2014. They have two children.

McCauley sits on the advisory board of the Center for the Governance of Artificial Intelligence at the University of Oxford, as does the third independent director, Helen Toner. McCauley is also linked to the effective altruism movement, with a utilitarian and philanthropic orientation. Specifically, it is part of the British branch of Effective Ventures, parent company of the Center for Effective Altruism. Sam Bankman-Fried, the disgraced founder of the cryptocurrency platform FTX who was recently found guilty of several crimes, also belonged to that movement.

OpenAI’s third independent director, Toner, 33, is director of Strategy and Foundational Research Grants at Georgetown University’s Center for Security and Emerging Technologies (CSET). Before joining the center, she lived in Beijing, where she studied the Chinese artificial intelligence ecosystem as a researcher at the Center for AI Governance at the University of Oxford. Previously, she worked as a senior research analyst at Open Philanthropy, where she advised policymakers and donors on AI policy and strategy. She has a master’s degree in security studies from Georgetown, as well as a bachelor’s degree in chemical engineering and a diploma in languages from the University of Melbourne. She joined the OpenAI board in September 2021.

In an article published in July 2021 and written for CSET with another author, Zachary Arnold, Toner stressed the importance of finding new methods to test AI models, and advocated for sharing accident information and cross-border collaboration to minimize the risks. When she joined the OpenAI board, Brockman and Altman celebrated her arrival. “I greatly value Helen’s deep reflection on the long-term risks and effects of AI,” Brockman said at the time. “Helen brings an understanding of the global AI landscape with an emphasis on security, which is critical to our efforts and mission.” “We are delighted to add her leadership to our board,” added Altman.

For the three independent directors, their positions at OpenAI are secondary occupations. They do not risk their money in the company, but their mission is not to maximize the value of shareholders and investors either. Instead, their goal is to ensure AI benefits all of humanity. That could fit in with the idea that maybe they would rather destroy the company and that this would be consistent with their entrusted mission.

That has apparently caused a culture clash with Altman, both over his attempts to accelerate projects and to raise new funding, especially after the dazzling success of ChatGPT. Added to this are Altman’s moves to create his own microprocessor firm for use in artificial intelligence. The board complained that he had not been frank in his communications and fired him for this lack of transparency and trust, although without specifying what it was referring to.

Elon Musk left the board of OpenAI in February 2018. Then other directors walked away, such as Holden Karnofsky, from Open Philanthropy; the investor Reid Hoffman and Shivon Zilis, director of Neuralink, another Musk company. In many cases, they preferred to develop their own artificial intelligence initiatives outside of OpenAI, so that their permanence represented a conflict of interest. The firm explains its structure on its website, but does not publish its statutes or internal regulations. Apparently, the appointments of new directors are made by co-option and the majority of the council can decide to dismiss one of its members.

Sutskever remains on the board, but power has now been concentrated in those three independent directors. On Sunday they refused to reverse their decision to fire Altman and accept his conditions. Chaos has now engulfed OpenAI and the risk of a mass employee flight is evident after more than 550 of its roughly 700 employees signed a letter saying they will leave the firm if Altman and Brockman do not return. Murati, who was appointed as interim CEO, has joined the revolt, as has the repentant Sutskever. The independents have decided on a new CEO, Shear, 40, who has warned about the apocalyptic risks of artificial intelligence.

Microsoft has committed $13 billion to OpenAI, but if in the end it ends up directly incorporating all the company’s talent, without the restrictions of the complex structure of the artificial intelligence firm, the move may end up working out the best way possible for its CEO, Satya Nadella.

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