I've seen the "coup" framing a lot I just don't see how that's justified. They're the board of directors! Hiring and firing the CEO is core to the job (as is maintaining mission alignment, in the nonprofit world).
> I've seen the "coup" framing a lot I just don't see how that's justified. They're the board of directors! Hiring and firing the CEO is core to the job (as is maintaining mission alignment, in the nonprofit world).
It isn't justified, it's just misleading propaganda. Unfortunately through repetition and the enthusiasms of various fandoms, it's gotten lodged in the public mind.
> It's very unusual to vote to fire a CEO without all members being present.
It's not unusual to exclude people with conflicts from a decision. That's a typical part of a corporate conflict of interest policy, and for a charity nonprofit board (as the OpenAI board is) it's even more critical, since failute to do so risks the tax-exempt status.
I have witnessed at least one board that was made up of friends of the founder. A doe-eyed rubber stamp brigade. This was enough to fool some serious investors into parking their money there. Of course, they eventually realized what was going on and launched an all out offensive to affect change. (They didn't get anywhere despite owning 15%.) I know this because the investors published a website where they detailed the situation.
Vince Mcmahon literally owns WWE but the board fired him. Of course he voted in a new board at the next election but I dont think it's unheard of boards to vote against their founders. Sam is a founder of openAI even if he never controlled the board, and they tried to take control from him.
Bad analogy. Sam has no stock in OpenAI or any sort of formal controlling interest. His power is solely informal: his own talents and abilities and the loyalty of the other employees. Regardless of the truth of the matters, the episode is a perfect example of the limits of formal authority and how informal or "soft" power can be even more effective in shaping events
The point is that board coups are a concept that people are already familiar with, so its not surprising that they thought of it when this similar situation happened.
I think the "coup" framing is supported at least by Helen Toner's claims in this article.
> "We were very careful, very deliberate about who we told, which was essentially almost no one in advance, other than obviously our legal team and so that's kind of what took us to to November 17."
If that doesn't sound like a secret coup, I don't know what does. Like, yes, it is their job to hire and fire the CEO so it's not really a coup, but when you do your "job" in secret instead of in the open that's the vibe you give off.
When a board is about to fire a CEO do you think they typically discuss it publicly first? It’s usually treated as highly sensitive information at every company. Likewise if any company is about to fire anyone they also don’t typically advertise this to anyone other than HR, legal, and maybe the manager. For the CEO the manager -is- the board.
I’d be curious if you believe differently how you feel boards usually advertise such an action?
Who said publicly? There is a lot of room between "discuss publicly" and "We were very careful, very deliberate about who we told, which was essentially almost no one in advance".
For example, a lot of the pressure that caused them to reverse course came from Microsoft. Maybe if the board had discussed such a big decision without OpenAI's biggest investor, Microsoft would've been on board with the firing.
Who would they be telling? Board members don’t and shouldn’t discuss matters with employees. Please show me the case where employees were told in advance that the board was going to fire the CEO.
I don't think you understand how boards operate, especially in this case. It was the board of the OpenAI __non-profit__, of which Microsoft was _not_ an investor. In this case, their fiduciary duty was not to their shareholders, but rather to the company charter.
It's mostly dysfunctional boards that aren't doing their job I don't understand. You can talk about fiduciary duty all you want, but when you're the board of a "non-profit" that has a wholly-owned for-profit subsidiary and you don't seem to know what the hell that subsidiary is doing on a number of dimensions, you're either A. there for appearances only or B. terrible at your job.
Like, is your argument really "you don't know how boards work" when this is a fantastic example of a board completely failing at the basics of the job?
Or, C. Actively being subverted by the leadership of the subsidiary and thus need to replace that leadership to replace it with a transparent leader.
People lie and cover things up all the time from oversight bodies like boards. The board isn’t some god like entity that either knows all or is incompetent. They’re a collection of humans operating off the information given to them. Once they realize the information is erroneous or incomplete it’s often their duty to replace that leadership. And if they believe further they can’t trust the principals involved these things are often done in secret.
Finally the for profit nature of the subsidiary is entirely irrelevant. The board is a non profit board which has an entirely different responsibility set and accountability than a for profit board, and the subsidiary being for profit doesn’t change the nature of their duty in the least - in fact to preserve their non profit status they have to be -extra- careful with how they treat business related to the for profit subsidiary to ensure a conflict of interest doesn’t invert the relationship between for profit and non profit missions. Informing outside investors of non profit board governance decisions likely inverts that relationship and jeopardizes the non profits charter.
A "coup" is a usurpation of the existing power structure. This was the power structure exercising its legitimate power. It's not even remotely similar to a coup. That the board held its hand close to its chest doesn't enter into it and wasn't improper in any case.
Employees are quite often given no notice of firing or layoff, despite it being discussed by managers or executives ahead of time without the employee present.
Is a Board firing the CEO typically conducted differently?
So, they observed the ususl confidentiality of personnel matters and didn't discuss them with people off the board or conflicted out of the decision? Any thing else would have been grossly unprofessional and irresponsible.
