OpenAI Governance Review and Leadership Confirmation

OpenAI has concluded an independent review conducted by the law firm WilmerHale, resulting in the full endorsement of Sam Altman and Greg Brockman as leaders of the organization. The review found that while a breakdown in trust between the previous Board and Mr. Altman led to the events of November 17, 2023, Mr. Altman's conduct did not mandate his removal.

Leadership Confirmation and Board Reconstitution

Sam Altman has rejoined the OpenAI Board of Directors and continues as CEO, with Greg Brockman also continuing in his leadership role. The Board has unanimously concluded that both are the right leaders for the company.

To expand its oversight capabilities, OpenAI has elected three new Board members with expertise in global organization leadership and regulatory environments:

  • Dr. Sue Desmond-Hellmann: Former CEO of the Bill and Melinda Gates Foundation; board member at Pfizer and 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; board member at Paramount Global, Meira GTx, and Intuitive Machines, Inc.
  • Fidji Simo: CEO and Chair of Instacart; board member at Shopify.

These new members join existing board members Adam D’Angelo, Larry Summers, and Bret Taylor.

Findings of the WilmerHale Review

The independent review conducted by WilmerHale involved the analysis of over 30,000 documents and dozens of interviews with prior Board members, executives, advisors, and other witnesses.

Root Cause of the November 2023 Events

The review concluded that the removal of Sam Altman and Greg Brockman on November 17, 2023, was the result of a breakdown in trust and a relationship failure between the prior Board and Mr. Altman.

Clarifications on Product and Financial Safety

WilmerHale explicitly found that the prior Board's decision to remove leadership was not based on concerns regarding:

  • Product safety or security
  • The pace of development
  • OpenAI’s finances
  • Statements made to investors, customers, or business partners

Procedural Findings

While the review found that the prior Board acted within its broad discretion to terminate Mr. Altman, it also noted that the decision was implemented on an abridged timeframe without advance notice to key stakeholders or a full inquiry that would have allowed Mr. Altman to address the Board's concerns.

Governance Enhancements

OpenAI is implementing several structural improvements to its corporate governance to ensure the stable stewardship of transformative technologies. These enhancements include:

  • New Governance Guidelines: The adoption of a new set of corporate governance guidelines.
  • Conflict of Interest Policy: A strengthening of the organization's Conflict of Interest Policy.
  • Whistleblower Protections: The creation of an anonymous reporting hotline for all employees and contractors.
  • New Board Committees: The establishment of additional committees, including a Mission & Strategy committee dedicated to the implementation and advancement of OpenAI's core mission.

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