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by leroy_masochist 951 days ago
I can't find the exact quote, but I distinctly remember Sam giving founders advice along the lines of, "operate under the assumption that co-founders and investors are not going to screw you". Pretty sure it was a Startup School lecture at some point.

That still may be good life advice in general (even if it wasn't for Sam in this case) but what I really don't get is the fact that OpenAI's board governance was structured in a way such that this was even possible.

I also don't understand what is to be gained from the perspective of the remaining senior leaders at the company. This is a tremendously momentum-killing event. I cannot think of a single facet of their day-to-day operations, product roadmap, competitive position, etc. that would be improved by this decision.

Yesterday, when this was announced, I was bracing myself for some truly awful news about something that Sam had done in his personal life that was about to be divulged, since that is the only possible rational reason for the board to make the decision it did.

What am I missing? It's all so strange.

11 comments

Ultimately one important job of the board is to be able to replace the CEO. So it would be odd if it was structured in a way that this wasn’t possible.
> Ultimately one important job of the board is to be able to replace the CEO.

This is true in the abstract but it is not common to see the narrowest possible majority on a six-person board oust the co-founder/CEO (also a board member) while excluding the board chair (who was also the company's President and co-founder) from the process.

> So it would be odd if it was structured in a way that this wasn’t possible.

You are wrong here. Boards are usually structured so that what just happened at OpenAI is not possible. The exclusion of the board chair from the process is especially egregious and the involvement of board chairs in decisions of this magnitude is often mandated in documents of incorporation.

Matt Levine is going to have a field day with this, LOL.

No, the VAST majority of boards are able to fire the CEO and replace the Chairman if they have the votes for it. It’s just that this is a rare occurrence, and certainly rare at a high-profile tech startup. The. ChargePoint board just fired the CEO (and non-Chairman member of the board) on Thursday along with the CFO. https://www.chargepoint.com/about/news/chargepoint-announces...
Sure. This particular incident has irregularities. I was referring to the general idea of a board not being able to change CEOs in the parent comment.
> This is a tremendously momentum-killing event. I cannot think of a single facet of their day-to-day operations, product roadmap, competitive position, etc. that would be improved by this decision.

What you’re missing is that the board (at least what remains) seems to disagree strongly with the direction in which the organization was headed — then why would they care to maintain momentum along the “wrong” roadmap? The changes seem (deliberately) driven by the intent to steer in a different direction and with slower momentum. Others might disagree with that vision, but the board feels that it aligns better with the founding charter.

> the board (at least what remains) seems to disagree strongly with the direction in which the organization was headed

Yeah that is clearly the case, but when you have a situation where four of the six board members execute a coup against the two most powerful and important board members (the CEO and the chair), the company looks like a shitshow and nobody is going to want to work there or partner with them, at least until they are able to present a credible narrative about what they did (which may never happen).

Totally get the fact that the four remaining board members didn't like where things were headed, but their actions yesterday created a tremendous amount of collateral damage that will massively impede OpenAI in its journey toward whatever new azimouth they choose.

> a situation where four of the six board members execute a coup against the two most powerful and important board members (the CEO and the chair), the company looks like a shitshow

Umm, if it's "one human, one vote" then the board was working exactly as designed.

Being "important" may not save your job. Been there, done that.

I don't think total organizational chaos and fracture is "exactly as designed." The board was designed to have independent veto power in the name of ethical AGI, but they broke the emergency glass for apparently no real reason.
No real reason … that has been communicated thus far.
Right, my point here is that the "design" of the board here raises a lot of questions.

Board charters are often written so that this kind of thing doesn't happen - especially in the case of startups with small boards and charismatic founders.

> and nobody is going to want to work there or partner with them

Before this I wasn't interested in joining OpenAI despite having seen colleagues jump ship to them, but I now very much am. It works both ways.

My favorite NDA: https://friendda.org/
This seems like it would strain a friendship in exchange for no protection gain?
Only if one of the individuals is a douche.
> I cannot think of a single facet of their day-to-day operations, product roadmap, competitive position, etc. that would be improved by this decision.

This is a genuine question, can anyone explain to me what the actual value of San Altman is?

I don’t know anything about the guy except the core public outline of his career but I find his timeline confusing.

He founded Loopt which by all accounts was unremarkable.

Then he ran YC during a period where at best you can say it didn’t get wrecked, though it seems to have lost focus and influence. He left YC in a situation that seems similarly abrupt minus the PR drama which was kept completely under wraps.

Then OpenAI which is a genuinely impressive organization but by now he’s been in personal conflict with basically everyone involved and doesn’t seem to have been a driver of the actual technology.

Other than that there’s world coin which is a total grift at best and dystopian at worst. And stuff like Bohemian Grove or whatever.

With all that said I don’t have a personal opinion just observing the broad strokes and trying to figure out how exactly he ended up some kind of kingpin.

> can anyone explain to me what the actual value of San Altman is

Weird as it may seem: that's not all that important. What is important is that the rest of the world sees OpenAI as a mature and stable organization and that image has now been seriously damaged. Even if they wanted to fire Sam there must have been a dozen ways in which that could have been done more effectively and without this much damage to the OpenAI brand. It's almost comical, they were on track to outrun Google and Facebook combined and now they're on track to be an also-ran. You can expect a large number of resignations because no matter what you think of Sam Altman you want to work for a company that is mature and stable, not one where execs are replaced on a moments notice on a clear and sunny day without a direct and clear cause.

> they were on track to outrun Google and Facebook combined

But what if they don’t want that. Those are rapacious and malevolent organizations.

Regardless, even if that is the goal what’s the evidence Altman is the right guy for that? It’s not like he’s done that before. The relationship between his stature and his track record is the part that’s confusing me.

They are. But who is 'they'? The board? The shareholders of the for-profit? The rest of the people working there?

And if the board wanted the company to be a pure research organization they should have acted much, much earlier, and the company probably should not have hired Sam Altman in the first place but someone like Geoffrey Hinton or another respected name from academia, provided they would be available in the first place.

> And if the board wanted the company to be a pure research organization they should have acted much, much earlier

I mean sure. But if true that’s hardly an argument for why they shouldn’t do it now as the stakes grow increasingly higher.

Agreed, but then they did it in the worst possible way. You don't create a crisis around your brand like this on purpose. Much better to get everybody to play along and make it look as if Sam really wanted to spend more time with his family. Short of a cold body in his freezer this was done carelessly. But let's wait and see how it all develops because it is more than just a little strange to see it play out like this without a good enough reason for the haste, if it turns out there wasn't I expect the board to be axed.
> Those are rapacious and malevolent organizations.

Isn't that exactly why you should outrun them?

> this much damage to the OpenAI brand

Can you quantify and specify the brand damage? I only see some possible damage to current and possible future employee morale (in that some of them are quitting and others may be less inclined to take a job there). Do you see this as seriously affecting relationships with companies such as Microsoft? With end-users?

> Do you see this as seriously affecting relationships with companies such as Microsoft? With end-users?

Absolutely. If there isn't a very good reason why they did this in this way then I fully expect the board to be replaced.

Who is going to be replacing the board? Who has that authority?
Depending on how the bylaws are put together: the donors, the beneficiaries, the employees of the non-profit and any other stakeholders. Any of those acting alone or in concert could petition a court if the board doesn't voluntarily resign. And if the board split on this issue is a close one then that might happen easier.
Their relationship with MSFT is now effectively over.

They will remain aboard for as long as it takes to find a suitable replacement.

I don’t get why people aren’t seeing this. OpenAI said they’d achieve AGI by December. It’s mid November. When they claim to have achieved AGI, Microsoft’s deal with them ends immediately. Sam Altman is a practical man who thinks a lot about server costs, and Ilya is a terrified man who thinks a lot about potential catastrophe. Sam recently bragged about “pushing back the veil of ignorance”, and Ilya is working full-time on alignment techniques.

Why the dominant narrative isn’t “they’re probably disagreeing over the AGI status of a GPT5 ensemble because it affects their relationship w/ Microsoft” I have NO idea, and I’m trying to keep my head down and not let it all drive me crazy with anxiety…

Much love to the fellow hackers out there. If I’m anywhere close to right-ish, then I’m looking forward to exploring the post-SV/VC world with you.

I'd love to know how necessary the donations to the non-profit still are now that the commercial venture has picked up. But MSFT might want to re-think their OpenAI integration efforts at this point.
Being leader himself is the value, first and foremost.

It is like saying Jobs doesn’t make iPhone, so he is not useful either. I don’t like the Sam is the new Jobs narrative but here it fits.

OpenAI is no small company now, it needs a head to pull itself in a single string.

In real world, power or trust goes to the person people who actually trusts. A manager isn’t a manager just by calling oneself manager. Without trust, people will find or form other decision centers around them. The result is execution became watered down or outright not being executed.

That is how I see the value those high level executives really offer. They are the center of trust and accountability. If people trust them, people beneath him will make sure things happen fast and hold themselves accountable. On the other hand, you just end up with an ineffective company

Yeah I get the concept. But this guy didn’t launch the first viable personal computer from a garage he made Loopt and then has been aggressively promoted ever since.

He’s run exactly two impressive organizations, wasn’t the rainmaker at either, and left both somewhat abruptly. I don’t quite get it.

> "operate under the assumption that co-founders and investors are not going to screw you"

Think this is good advice for day-to-day interactions for everyone but it will always run into limitations. Especially for an edge case like OpenAI

I'm unbiased and not super familiar with this situation either but the quote above makes me think of "Never attribute to malice that which is adequately explained by stupidity."

>Never attribute to malice that which is adequately explained by stupidity.

Sufficiently advanced stupidity is indistinguishable from malice.

that's Hanlon's razor

imo "never" ignores cases where malice can be proven, so i don't like it as a saying

Sam Altman is a typical fast-growth guy and this is the opportunity of a lifetime to cement himself in the pantheon of high growth tech gods — Jobs, Zuckerberg, Bezos, Musk, Hoffman, etc.

But aw shucks it’s a terrible fit actually, because this company has a non-profit, idealistic mission. In the face of unprecedented high demand, Sam Altman is like fuck the nonprofit hippie shit, let’s launch this thing into outer space. Let’s build fast and ship too many products too early, use investor money to give discounts and build moats, let’s go for regulatory capture! It’s the opportunity of a lifetime guys!

But the board is like nah, fuck that tiring ‘ship broken shit’ tech bro shit, let’s stick to our vision. This is too serious and important to treat it like a fucking Airbnb or Coinbase.

This may well be the case, and the one that I would hope is underlying all of this. But until the board clearly states this it is also speculative.
> But until the board clearly states this it is also speculative.

Even if this is the case, and Jeremy Howard’s Twitter thread on this would lend credence to this version, OpenAI butchered the execution. If firing Altman really is about not letting profit ruin a very important advancement in technology, the board would have the moral upper hand. And yet, their communication has been so poor that right now, they’re not exactly winning the PR battle.

If you’re gonna stage a coup for such a high profile company, you better know what you’re doing. So far, it’s been looking like amateur hour.

Agreed on all points.
This is the most on point comment I’ve seen in the dozen threads on this topic.

I think the reason so many people on HN can’t come to this obvious conclusion is they share the same sociopathic Silicon Valley worldview he does.

There's a vast ocean of difference between 'growth at all costs' and 'good corporate governance'. OpenAI is bleeding cash. Sama knows that you need to bring money in to build important new technology, especially in this non-frothy high interest rate economy. So while it's not critical to make a profit, you need to keep the lights on to keep the new research and development going. What Ilya and the board have done is completely wrecked OpenAI's momentum at a critical time. Unless they are sitting on world-changing AGI, this move made no sense and they don't have the company's best interests at heart.
It could also be cynicism and not naivete? It'd be pretty amazing if OpenAI actually wrested away control for the betterment of humanity. That'd be the good news of the decade... just hard to imagine in this world.
That’s a broad, uncharitable brush with which to paint everyone else. Maybe we need a razor: hesitate to attribute to sociopathy that which can reasonably be explained by a benign difference of opinion.
In two decades of tech booms, when have we seen a huge company actually do what's good for society? Our economy and society elevates sociopathy by design.

The "difference of opinion" is a fundamental difference in ideology and motivations, not to mention day to day operating differences.

I think the opinion that the grand parent identifies as sociopathic wasn’t the board’s or even Altman’s, but of the masses on HN shocked by the event. The opinions of the majority here are the “sociopathy.”
I’m not painting that broadly I’m talking about participants in the comments section on the website of one specific private equity firm.
You don’t need to be a sociopath to be conditioned into holding sociopathic views. Plus, I think your objection is relying really heavily on “benign” — in a situation of this gravity, who’s to say what’s benignly relative and what’s worth arguing about?
Perhaps HN visitors are not benign, I have no idea. They mostly seem reasonable and friendly to me. I’m only saying calling groups of people you don’t know any particular thing, who are not homogeneous, is fraught and uncharitable. Not to mention thinking you’re the only person with moral clarity amongst your heathen peers, is, well, not a recipe for a great time. Why even come here then?
People with non-benign views are still worth talking to :). I bet some of my current views turn out to be harmful and regrettable in hindsight. Definitely didn’t mean to attack the inherent/essential character of Hacker News Residents, just defend the original point and point out the inherent validity of calling a particular belief set “sociopathic”
There is no board, only Ilya
> I cannot think of a single facet of their day-to-day operations, product roadmap, competitive position, etc. that would be improved

If the dispute is over whether they should be a pure research nonprofit or not, then operations, product roadmaps and competitive positions are things they would not even want to begin with. It was only four of them that booted the other two out, and of those at least two seem to be professional non-profit board sitters. The transition of OpenAI into an actual product company doing something useful for other people is incredibly recent, it's barely a year old. It may be that they simply felt that offering products isn't what OpenAI is meant to be doing.

Alternatively it could be some blowup related to doomerism, although the memo saying it's not related to "safety practices" may rule that out.

Definitely related to doomerism, imo. There’s no way Ilya spends all day thinking about how to contain “super intelligent AI” and watching prototype demos that “push back the veil of ignorance” and makes a decision of this magnitude without all that being the driving factor.

The safety comment seemed more about reassuring people there wasn’t, like, a data breach or “escaped model” or something crazy. In other words, clarifying that the disagreement was about the future, not the present.

That the board is not very good at their job. A more experienced board would have been more professional and less dramatic, but we're in the stupidest timeline.
> What am I missing? It's all so strange.

That they weren't concerned about day-to-day operations, employee morale, product roadmaps or any of that boring stuff. They were operating on the precarious calculus of their "friendships" and commitments.

They had to act fast. It is possible, if Altman or Brockman had more chance to talk to board people, they could have changed at least one member's mind.

> What am I missing?

That 501(c)3s like OpenAI are entities where the shared interests they are designed to serve are ideological, not generating profits to return to investors; OpenAI (the governing nonprofit) is in some respects more like a church than a commercial enterprise.

You're missing that boards have fiduciary obligations to govern and cannot do so when the CEO isn't fully communicative with them.

Yet another reason why it's a bad idea for a CEO to also be on the board. And probably also evidence that it's a bad idea for conflating the jobs of CEO and chief spokesperson.

Nope. This is a 501c3 board, so it explicitly doesn't have any Revlon or other fiduciary responsibilities.
Having served 20+ years as a director on various 501c3 boards, I'm pretty familiar with the requirements of the role. Fundamentally, directors have the duty to serve the interests of the organization vs. the interests of directors. This quote [0] sums it up succinctly:

    Board members are the fiduciaries who steer the organization towards a
    sustainable future by adopting sound, ethical, and legal governance and
    financial management policies, as well as by making sure the nonprofit has
    adequate resources to advance its mission.
So yes indeed, board members serve with the burden of explicit fiduciary duties to the organization.

[0] https://www.councilofnonprofits.org/running-nonprofit/govern...

You're nitpicking via an overly literal interpretation of what I wrote and missing the point entirely.

In the case of nonprofits, the fiduciary duties of board members pertain to keeping the organization financially healthy as opposed to representing the interest of shareholders. But you already knew this, right?

https://news.ycombinator.com/item?id=38323470

Dropping this link to another comment I made because people often forget what "fiduciary" actually means.

You see it all the time in legal dramatizations where the lawyer is telling the client that they can get more money, but the client tells the lawyer they just want the legal process to stop. The client gets their way because the lawyer has a fiduciary duty to them.

Edit to add: I'm curious what word "Revlon" was supposed to be.

> Edit to add: I'm curious what word "Revlon" was supposed to be.

I'd guess "revenue", but who knows. Autocorrect is a disaster for clear communication these days. It's strange to me that it's as bad as it is. Is there a patent on using context to decide which word is appropriate? If not, I can't figure out why it isn't done more commonly. It seems certain the poster didn't type "Revlon" with a capital R, and it also seems certain that any statistical model wouldn't think "Revlon" would be the most likely word here.

It’s all about edge cases. Sometimes, people are discussing some random proper noun, and with modern lax internet/SMS etiquette all sorts of unusual constructions pop up occasionally. Hard to know when it’s intentional, and any amount of over-zealousness is immediately noticeable.

At least that’s a layman’s guess

Sure, and thus the default should be to assume the user is correct and not change anything. But how much chance is there that the user actually typed Revlon with a capital R? I think practically nil. Instead, something was typed that wasn't in the dictionary and the autocorrect decided that "Revlon" was best fit. Depending on what was typed this might be true by Levenshtein distance (https://en.wikipedia.org/wiki/Levenshtein_distance), but I'm really doubtful it could possibly be the best fit in this sentence by any metric of likelihood that considered context. Hence my question of why context isn't used by most autocorrect systems.
Yep, "fiduciary" is about a trust relationship. A fiduciary is obligated to act in a trustworthy manner. 501c3 board members are entrusted with the welfare of the organization vs. their own interests.

I surmise that "Revlon" stands for "an entity worth billions". IOW having a component with large monetary value to manage.

Apparently Revlon is a legal standard: https://news.ycombinator.com/item?id=38326869
A quick search for e.g. "Revlon legal standard" will clear that up.