OpenAI Part 5: Beware the Ides of November

Summary

Foundering: OpenAI Part 5 - Beware the Ides of November

Release Date: June 27, 2024
Host/Author: Bloomberg
Episode Title: OpenAI Part 5: Beware the Ides of November

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Introduction

In the riveting fifth installment of Bloomberg Technology's award-winning serialized podcast, Foundering, listeners are plunged into the high-stakes drama surrounding OpenAI, one of the most influential entities in the artificial intelligence industry. Titled "Beware the Ides of November," this episode unpacks the tumultuous events that led to the sudden ousting and dramatic reinstatement of Sam Altman, OpenAI's charismatic CEO.

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Background: OpenAI's Power Structure

By fall 2023, Sam Altman stood at the zenith of his influence within the tech world. Under his leadership, OpenAI had achieved unprecedented advancements, notably with the success of ChatGPT, and was valued at a staggering $86 billion. However, beneath this facade of dominance lay a governing board with the authority to dissolve the company or remove its CEO.

Matt Levine sets the stage:

"In the fall of 2023, Sam Altman was more powerful than he'd ever been... there was in fact, a powerful and mysterious board that governed him."
[01:59]

The Catalyst: Helen Toner's Paper

The crisis ignited when Helen Toner, a board member and AI researcher, authored a paper in October 2023 that subtly criticized OpenAI while praising its competitor, Anthropic. Although the paper was ostensibly benign, it unsettled Sam Altman.

Helen Toner emphasizes her stance:

"Sam started lying to other board members in order to try and push me off the board."
[03:34]

This paper marked a departure from Toner's usual supportive publications and hinted at deeper concerns regarding OpenAI's operational transparency and safety protocols.

The Coup: Boardroom Betrayal

Sam Altman reacted swiftly and covertly, attempting to sway board members to remove Toner. However, his backchanneling efforts backfired, eroding trust among the board members. A critical break came when Ilya Sutskever, a co-founder and pivotal AI researcher at OpenAI, joined forces with Toner and other board members to oust Altman.

Shireen Ghaffari recounts the betrayal:

"Ilya plays a key role in this whole ouster. He is the Brutus to Sam Caesar. And this is a huge betrayal."
[17:04]

The board's abrupt decision was communicated through a terse blog post citing Altman's inconsiderate candor:

"The board had done a review and decided to remove Sam because he was, quote, not consistently candid in his communications with the board."
[15:00]

Employee Revolt: Mobilizing for Altman

The firing of Sam Altman sent shockwaves through OpenAI’s workforce. Employees swiftly mobilized, expressing overwhelming support for Altman and demanding his reinstatement. Social media became a battleground, with thousands signing petitions and threatening mass exodus to Microsoft, which offered positions to those loyal to Altman.

Rachel Metz captures the chaos:

"Employees were threatening mass mutiny, saying they'll follow Altman to Microsoft unless the board resigns."
[25:07]

This grassroots movement showcased the deep-seated loyalty within the company and the pivotal role Altman played in its success.

Resolution: Sam's Triumphant Return

Under immense pressure from both employees and investors, the board capitulated within five days. Ilya Sutskever publicly regretted his participation in the ousting:

"I deeply regret my participation in the board's actions. I never intended to harm OpenAI."
[28:16]

Subsequently, Sam Altman was reinstated as CEO, accompanied by Greg Brockman’s return. The board underwent a complete overhaul, with key dissenters like Helen Toner and Ilya removed from their positions.

Shireen Ghaffari summarizes the turnaround:

"They sent a company-wide memo that night telling people to come to the office to party. It's an unbelievable turnaround."
[30:18]

Aftermath and Analysis: The Complex Legacy of Sam Altman

While Sam Altman emerged victorious, the episode left lingering questions about his leadership style and the governance structures within OpenAI. Altman’s portrayal as a transparent and accountable CEO was juxtaposed with instances of perceived manipulation and evasion of accountability.

Matt Levine provides a critical perspective:

"Sam is slippery, especially when it comes to his words... He promised transparency. He promised that he could get fired. He's walked both of those back."
[43:29]

Additionally, the departure of Ilya Sutskever, once a cornerstone of OpenAI’s research prowess, underscored the personal and professional turmoil that such power struggles can engender within a tech giant.

Conclusion: Lessons from OpenAI's Turmoil

Foundering's exploration of OpenAI's internal conflicts highlights the delicate balance between visionary leadership and accountable governance in tech companies wielding significant societal influence. The rapid sequence of events serves as a case study on the importance of trust, transparency, and stakeholder alignment in maintaining organizational stability.

As Sam Altman resumes his role with renewed support, the episode leaves listeners pondering the future trajectory of OpenAI and the broader implications for leadership dynamics in the rapidly evolving AI landscape.

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Notable Quotes with Timestamps

• Helen Toner ([03:34]):
  "Sam started lying to other board members in order to try and push me off the board."

• Sam Altman ([10:04]):
  "I serve at the pleasure of the board. I do this the old fashioned way where the board can just decide to replace the CEO, he said at a Bloomberg conference, the board can fire me."

• Shireen Ghaffari ([17:04]):
  "Ilya plays a key role in this whole ouster. He is the Brutus to Sam Caesar. And this is a huge betrayal."

• Rachel Metz ([25:07]):
  "Employees were threatening mass mutiny, saying they'll follow Altman to Microsoft unless the board resigns."

• Ilya Sutskever ([28:16]):
  "I deeply regret my participation in the board's actions. I never intended to harm OpenAI."

• Matt Levine ([43:29]):
  "Sam is slippery, especially when it comes to his words... He promised transparency. He promised that he could get fired. He's walked both of those back."

---

Final Thoughts

Foundering delivers a compelling narrative that not only chronicles a pivotal moment in OpenAI's history but also offers profound insights into the complexities of leadership within the high-stakes arena of artificial intelligence. For those seeking to understand the intricate dance between power, accountability, and innovation, this episode serves as an essential listen.

Transcript

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[Matt Levine]

Are you looking for a new podcast about stuff related to money? Well, today's your lucky day. I'm Matt Levine. And I'm Katie Greifeld and we are the hosts of Money Stuff, the podcast. Every Friday we dive into the top stories about Wall street, finance and other stuff. We have fun, we get weird and we want you to join us. You can listen to Money Stuff, the.

[Katie Greifeld]

Podcast on Apple Podcasts, Spotify, or wherever.

[Matt Levine]

You get your podcasts. In the fall of 2023, Sam Altman was more powerful than he'd ever been. He and his armies of researchers had conquered new frontiers of technology and reaped the financial rewards. He had defeated those who challenged his power. Like Elon Musk, his dominance was cemented. Or so it seemed. Though he occupied the throne, there was in fact, a powerful and mysterious board that governed him. They had the ability to fire him, to dissolve the whole company if they saw fit. On this board there were six people, and one of them was a woman named Helen Toner. She was a researcher who studied AI systems and you can hear her passion here on the TED stage.

[Helen Toner]

AI is already all around us, so we can't just sit around and wait for things to become clearer.

[Matt Levine]

In October 2023, Helen Co authored a paper about various companies in the AI industry. As a researcher, Helen published lots of papers, but this one was not like the rest because this one mentioned OpenAI and it wasn't fully complementary. Here's my colleague Shireen Ghaffari.

[Shireen Ghaffari]

Toward the end of this document, they contrast OpenAI with a big competitor.

[Matt Levine]

The competitor is Anthropic, the rival company started by former OpenAI employees. So it was a bit of a sensitive subject.

[Shireen Ghaffari]

And in part of that paper, basically they say that Anthropic was more safe and contrast that with the release of OpenAI's ChatGPT. You could read parts of it as sort of shining up Anthropic as a better model or example of how to be safe in terms of how it's releasing its AI models.

[Matt Levine]

Now, Helen's paper only mentioned OpenAI and Anthropic briefly, and it's overall a pretty benign comment. But Sam didn't like it. He was upset. According to our reporting, Sam started back channeling, talking to one board member, then another, to try to gain their support to vote Helen out. He would approach someone and say, this other person agrees with me, when sometimes that wasn't the case. A source told us that at one point he said that a board member had said, helen's obviously gotta go, when in fact, that board member was on Helen's side.

[Helen Toner]

Sam started lying to other board members in order to try and push me off the board. We were already talking pretty seriously about whether we needed to fire him. After years of this kind of thing, all four of us who fired him came to the conclusion that we just couldn't believe things that Sam was telling us.

[Matt Levine]

That's Helen on the TED AI show about six months after this all went down. This is the first time she publicly and unambiguously accused Sam of lying. She said that the board saw through his tactics and it pushed them to take dramatic action. By the way, we did Talk to an OpenAI spokesperson about Sam's alleged back channeling. They told us that this account significantly differs from Sam's recollection of these conversations. And they did not respond to a list of questions that we sent them about this episode. Overall, here's my colleague, Rachel Metz.

[Rachel Metz]

Sam is trying to get them to remove Helen from the board, but the board members feel like they're being manipulated and perhaps hearing different people hearing different things. In the end, instead of getting rid of Helen, the board decides to get rid of Sam.

[Matt Levine]

What happened with Helen's paper wasn't an isolated incident. It was part of a bigger pattern of Sam's behavior. According to our reporting, the board members had lost trust in him over time. Helen says in the interview that Sam had a habit of misrepresenting and withholding information, even outright lying, which made it difficult for the board to do its job. That job is to uphold the mission of OpenAI to ensure that advanced AI benefits all of humanity. And the board members were starting to believe Sam was a threat to that mission. So they start turning on Sam. In particular, one very important, very surprising board member goes behind Sam's back. Ilya Sutskever. Ilya, one of Sam's co founders. He had been there from day one, and he was the AI researcher driving much of OpenAI's technological progress. In fact, when Elon Musk goes on CNBC to boast about his own role at OpenAI. He name checks Ilya. I am the reason OpenAI exists. I was instrumental in recruiting the key scientists and engineers, most specifically, most notably, Ilya Sutskayer. And ultimately he decided to join OpenAI. And really, Ilya joining was the linchpin for OpenAI being ultimately successful.

[Ellen Hewitt]

So you're very disappointed.

[Matt Levine]

Ilya and Helen talked and two of the other board members joined these conversations as well. And together they came up with a secret plan. They would remove him from power for the good of humanity. You're listening to Foundering. I'm your host, Ellen Hewitt. In today's episode, our final one for this series, we'll take you inside the events that rocked OpenAI last November. We'll cover how Sam Altman was thrown out of his own company and the series of chaotic events that followed. It's a five day white knuckle boardroom drama, shock, betrayal, midnight negotiations. You may think you know the story of the OpenAI couple, but we'll help you understand what happened behind the scenes, how it all played out and what it says about Sam. The board members saw Sam as deceptive and manipulative. In this episode, we'll dive into that question ourselves. When Sam says something, can we trust it? We'll be right back.

[Ellen Hewitt]

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[Shireen Ghaffari]

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[Matt Levine]

Wings, nuggets, eggs. No matter the form, Americans love their chicken. The chicken industry is one of the largest and most complex supply chains that America has. These birds are big business and we wanted to get to the bottom of it. Welcome to Beak Capitalism, brought to you by Oddlock. In this special three part series from Bloomberg Podcast, we are going to examine some of the thorniest issues facing the U.S. economy through the medium of this humble bird. Examine. Get it? So there's going to be chicken puns. There are definitely going to be chicken puns. We're going to be asking why the chicken industry has evolved the way that it has and what does it say about the American economy that so many consumers are locking to poultry. There's another one for you. Listen to Beat Capitalism from Odd Lots out now on Apple Podcasts, Spotify or wherever you get your podcasts. Sam has always emphasized that it's very, very important that he be able to be fired. As an example, he said it in front of his employees at an all hands meeting in 2019. Here's Reid Hoffman, the co founder of LinkedIn and a famous venture capitalist. He had recently joined the OpenAI board and Sam brought him up to talk on stage.

[Katie Greifeld]

He ambushed me with the following question, which is, what will you do if I'm not doing my job? And I was like, well, I've never been asked this by a CEO in front of a company all hands before. This is the internal thought track. I was like, well, I'll help you, right? Because I'll help you do the job the right way. Because I'm like, what the hell, Sam? You're asking me this question? And he said, no, no, okay, say that doesn't work. I'm still not doing my job. What do you do? I'm like, well, okay, I fire you. We get a new CEO and he's okay, great. And I was like, okay, I've never been asked by a CEO in front of an entire company whether or not I would fire them if they weren't doing their job.

[Matt Levine]

Wow, that's refreshing. A CEO who wants to be held accountable. A CEO who wants to be fireable. What a principled guy. It makes you do a double take. On his Media Tour in 2023 after the success of ChatGPT, Sam makes this point not just to his employees, but to the world. In speech after speech, he emphasizes just how fireable he is and how good that is. He told an interviewer, I serve at the pleasure of the board. I do this the old fashioned way where the board can just decide to replace the CEO, he said at a Bloomberg conference, the board can fire me.

[Ilya Sutskever]

I think that's important.

[Matt Levine]

The board can fire me, the board can replace me whenever they want. It sounds so humble. He had made this a part of his brand. And I think it's meant to convey that OpenAI is a different kind of company and he is a different kind of CEO. There's another way that Sam signals his good intentions here. He doesn't own any equity in OpenAI. This is unusual. Most startup founders own a big slice of their company. If the company becomes really valuable, that means the founder gets rich. Sam originally didn't take equity because of a specific rule related to OpenAI being a nonprofit. Then he just didn't take any more. Here he is with my colleague Emily Chang.

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So to be clear, like, if OpenAI.

[Matt Levine]

Is massively profitable, you won't benefit financially.

[Ilya Sutskever]

One of the takeaways I've learned from questions like this is that this concept of having enough money is not something that is easy to get across to other people.

[Matt Levine]

It's hard for people to understand. Hard for people to understand.

[Ilya Sutskever]

But I like, I have enough money, I'm going to make.

[Matt Levine]

The thing is, Sam's already rich. He's a billionaire from his startup investments. But he often makes this point that he has no equity, that he's not doing open AI for the money. It's another way for Sam to make himself sound non threatening. He uses it to earn our trust by suggesting he can occupy this very powerful position while remaining pure of heart. To his credit, I think he's being somewhat earnest here. He's acknowledging that he has a lot of money already and will make lots more separate from OpenAI. Focusing on money is a bit of a distraction though. Even if Sam isn't driven by money, he can still be hungry for other perks that come with running OpenAI. Power, fame, influence. Okay, now this story picks up in November 2023. Sam is at the peak of his game. His company is valued at $86 billion. OpenAI just held its first developer's day. Please welcome to the stage Sam Altman.

[Ilya Sutskever]

Good morning. Welcome to our first ever OpenAI dev day. We're thrilled that you're here and this energy is awesome.

[Matt Levine]

Later that month, Sam is speaking at apec, an international conference where world leaders are gathered in San Francisco. It's a Thursday evening. He steps off the stage, then zips over to Oakland to a warehouse that's associated with a Burning man camp. He gives another interview, this time in front of a bunch of artists that.

[Ilya Sutskever]

Desire to connect, that desire to know the human behind it and be part of that community. I think in like A wash in a sea of tons of machine generated art, that desire for the human connection will go up, not down.

[Matt Levine]

Sam's telling the artists that AI will actually be great for them. That night, Sam got a text from Ilya asking if they could talk. The following day, Friday at noon, Sam agreed. He had no reason to believe anything was wrong. Next, Sam flew to Las Vegas. According to the Wall Street Journal, he was hoping to catch a Formula One race that weekend. He's really into race cars and owns two McLarens himself. So on Friday, he's in Vegas. At noon, Sam clicked on a link to a Google Meet. He was met with four, four board members of OpenAI, including Ilya and Helen. It was almost the entire board, but one person was missing. Greg Brockman, president of OpenAI, SAM's co founder and his closest ally. The board didn't need Greg to be there. They already had four votes out of six. Ilya delivered the news. Sam, you're fired. Sam was as shocked as anyone. The call was short. At 12:19, Ilya texted Greg asking to talk. At 12:23, Greg also clicked on a Google Meet link. They told Greg that he was being removed from the board and that Sam was out. Things were kicking into action fast. OpenAI published a blog post. It said that the board had done a review and decided to remove Sam because he was, quote, not consistently candid in his communications with the board. And they added, the board no longer has confidence in his ability to continue leading OpenAI. Here's my colleague, Rachel Metz.

[Rachel Metz]

The first few lines of it, I didn't really understand what was happening and it took me a few seconds to have that oh shit moment.

[Matt Levine]

But we need to get back to some big breaking news that just crossed the wire. Learning that Sam Altman is leaving Open AI. And we now have a few more details on this. We're learning that the decision was not voluntary. And here's my colleague, Shireen.

[Shireen Ghaffari]

This was one of the moments that I feel like will be a shocking news moment of my career. For a business tech story, this is about as dramatic as it gets.

[Matt Levine]

The most surprising part of this was that a major force behind this coup seemed to be Ilya.

[Shireen Ghaffari]

Yeah, and I mean, Ilya plays a key role in this whole ouster. He is the Brutus to Sam Caesar. And this is a huge betrayal. I mean, this is a guy that's been working side by side with Sam, with Greg Brockman.

[Matt Levine]

Right.

[Shireen Ghaffari]

And or they're riding high at the peak of their success right now. They should be a happy trio. Like it's just sort of a complete dissolution of what from the outside looked like such a successful partnership.

[Matt Levine]

Et tu, Ilya? We can't know what was going on inside Ilya's head at that moment, but think about the enormity of this all. The board had planned this in total secrecy because they suspected Sam might outmaneuver them if he knew. They hadn't even told Microsoft until a few minutes before they told Sam. They decided it had to be cloak and dagger. An ambush, a stabbing at the Senate. Ilya was also turning his back on Greg Brockman. Greg was a staunch ally of Sam, so the board had excluded him from their meetings about this plan and they booted him from the board. For Ilya, this had to feel heavy. He and Greg had been close back in the early idealistic days of OpenAI. It was the two of them running things, Greg chugging away at the business and Ilya dreaming up their research projects. I mean, Ilya had officiated Greg's wedding. Now that relationship was severed. Right after the blog post went out, Greg tweeted that he was resigning from OpenAI in solidarity with Sam. The board announced that the interim CEO was Mira Murati, an OpenAI executive, on Friday afternoon. Then, well into the night, reporters were calling, texting, talking to sources, trying to figure out what the hell was going on. Here's Shereen and Rachel again.

[Shireen Ghaffari]

It was a scramble to figure out, well, why are you saying that he's lied? And if so, what did he lie about?

[Rachel Metz]

The board statement was so brief and so vague that it left all this room open for speculation.

[Matt Levine]

Everyone was obsessed with one phrase from the memo, not consistently candid. The board was all but saying that Sam had been a sneaky liar. But they were also vague about the details. Reporters weren't the only people who jumped on this. A former OpenAI employee named Jeffrey Irving tweeted that although Sam was always nice to him, he lied to him on various occasions, too. And he said that Sam was deceptive and manipulative to others that he knew. Jeffrey didn't respond when we asked him to clarify. The Internet, especially Twitter, flooded with theories about why Sam had been fired. Many of them were completely speculative. Had Ilya glimpsed some kind of advanced AGI internally and freaked out and wanted to hit a kill switch? The question became a meme on social what did Ilya see anyway? While everyone was trying to answer that, the weekend descended into chaos. On Friday, Sam and Greg thought they were just going to pack up and start a new company, I guess, and OpenAI's board members were looking for a permanent CEO to take over. But on Saturday, a new idea came into the picture that Sam should come back. Investors and employees started pressuring the remaining board members to undo their decision and reinstate Sam.

[Ron Kruszewski]

Back to the open air story. It is still the top story. What is happening within OpenAI HQ three miles from where I'm standing, is Sam Altman coming back or not?

[Shireen Ghaffari]

I'm parked outside of OpenAI's offices on Sunday with a handful of other reporters trying to see, you know, Sam's reportedly in the open office negotiating a comeback. So I go there, I'm like, you know, hanging out outside, I'm like looking, can we see Sam coming out or leaving?

[Rachel Metz]

And like waiting for a new pope to be named. You know, you're waiting for the smoke signal to come up.

[Matt Levine]

Totally.

[Shireen Ghaffari]

It was like waiting, waiting for a smoke signal from the pope.

[Matt Levine]

The twists kept coming on Sunday night. The situation, it just continues to unfold and it's chaotic. Certainly has been for the last few days. A boardroom coup, investors pushing for Altman's return.

[Ron Kruszewski]

Okay, fast forward to present day. This is the latest. After a game of musical chairs, Microsoft announces that Altman and his co founder Greg Brockman will join Microsoft. This announcement on literally on the here heels of a frenetic weekend in Silicon Valley following the aftermath of Altman's firing on Friday.

[Matt Levine]

Microsoft shares in addition to hiring Sam and Greg, Microsoft actually offers to hire any OpenAI employee who wants to leave to join them. At the same time, the OpenAI board has stayed firm even as talks were progressing about maybe bringing Sam back. The board made a new announcement late Sunday.

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Emmett Scheer was appointed interim CEO of.

[Matt Levine]

OpenAI after the board quietly vetted candidates starting on Saturday night. Emmett Scheer, the co founder of Twitch. The board had been scrambling to find an interim CEO and this is who they got. Emmett was a funny choice for a couple reasons. He was actually one of the other founders in that very first batch of Y Combinator with Sam almost 20 years earlier. And he has also said publicly that he worries a lot about AI going rogue and destroying the world. You can hear a mix of confidence and fear in his voice on the Logan Bartlett podcast when he talked in 2023 about super intelligent AI. And that kind of intelligence is just.

[Shireen Ghaffari]

An intrinsically very dangerous thing because intelligence is power. Human beings are the dominant form of life on this planet pretty much entirely.

[Matt Levine]

Because we're more smarter than the other creatures.

[Shireen Ghaffari]

It's like a universe destroying bomb like this is Not a figure it out later thing. This is like a big problem. Southern Manhattan, Miami might go on.

[Matt Levine]

Amidst all of this, things were getting really heated for Ilya. Of the four board members who voted to remove Sam, he's the only one who works at OpenAI. He's there alongside other employees. So he was experiencing the decision in a much more direct way than anyone else on the board.

[Shireen Ghaffari]

I think within the company also you see a confusion as to Ilya's motivations. You know, and we're hearing that sort of staff are bewildered, are confused, like, why did Ilya do this and that if he has a good reason that why doesn't he come out and say it? Ilya is a very visible, well known and previously seemingly well liked person at OpenAI. And all of a sudden you have staff feeling like, who is this guy? Like, why did he turn on Sam and why did he sort of screw our company and why did he put us in this position?

[Matt Levine]

Now OpenAI employees were confused and starting to get angry. They were rapidly souring on the board, including Ilya. On Sunday, Ilya invited OpenAI employees to an all hands meeting.

[Shireen Ghaffari]

And basically no one shows up. Very few people, right? And it's clear that he just doesn't have the support of his company. And, you know, people are furious with him.

[Rachel Metz]

I think in part what all this did was show the board members who had forced out Sam Altman that there was a lot more employee loyalty than they had thought there was and that they may have actually kicked off a complete revolt inside the company.

[Matt Levine]

And Ilya was also getting other sorts of pressure. According to the Wall Street Journal, Greg Brockman's wife, Anna had a tearful conversation with Ilya in the lobby of OpenAI that Sunday evening. She was pleading with him to reconsider his plan to change his mind and bring Sam back. Around 1:30am Monday morning, a group of fed up OpenAI employees drafted a letter to the board. They said the way the board had fired Sam and hadn't given an adequate explanation had shown they weren't capable of leading the company.

[Rachel Metz]

I woke up early the next morning to see people were signing petitions saying they were going to leave the company if Sam didn't come back. This is hundreds, quickly, hundreds and hundreds. In the end, almost all of the company's nearly 800 employees signed this posting on social media that OpenAI is nothing without its people. This becomes sort of a viral tagline that you see all over on X and it seems organic and fast moving and sincere.

[Matt Levine]

Soon Twitter is full of these Declarations. Sam and Greg start replying to the tweets with heart emojis. It was an impressive display of loyalty.

[Ron Kruszewski]

Open Air investors are still trying to return co founder Sam Altman to a leadership role at the company. At the same time, Open Air staff are threatening mass mutiny, saying they'll follow Altman to Microsoft unless the board resigns. Microsoft.

[Matt Levine]

In addition to heart emojis and support and loyalty, there was another factor at play as well. Money. Right before the coup, OpenAI had been organizing a share sale for its employees, letting employees cash out some of their equity. Now, with all this chaos, that sale was in danger. There was a lot of money at stake.

[Shireen Ghaffari]

This could create a whole new class of basically overnight millionaires, and they're looking forward to this. And then now you have the entire future of the company sort of up in the air. Certain investors are saying that they may not continue with the tender offer if Sam doesn't come back. So goodbye to that house you were planning on buying or that early retirement you wanted to do.

[Matt Levine]

So that's a pretty strong financial incentive to sign this letter. And you could imagine that if 95% of your colleagues had signed a letter, there's significant pressure for you to sign it, too. The craziest part of the petition is that it includes Ilya's name. By Monday morning, he has flipped. He tweeted, I deeply regret my participation in the board's actions. I never intended to harm OpenAI. I will do everything I can to reunite the company. Perhaps Ilya was swayed by the outpouring of support for Sam from the entire company. Or maybe he folded because he realized his position was not looking strong. Here's Shireen.

[Shireen Ghaffari]

I think, you know, if you're Ilya, you also. He was feeling so much pressure from his fellow colleagues and peers. You know, you have this overwhelming flood of people sort of making fun of Ilya and the board or saying, like, how could you do this? And just sort of not taking this new leadership seriously. And so if you're Ilya, you know, you have to be like, really asking yourself what the path forward is here. And so, you know, kind of makes sense why he ends up reversing his decision and doing a complete 180 in a couple days.

[Matt Levine]

Once Ilya flipped back to Team Sam, and after all those employees had signed that letter, that was the beginning of the end of this effort to fire Sam. The remaining board members realized they had lost. They gave up on trying to get rid of Sam and instead focused on trying to get some concessions like Keeping him off the board until an investigation could be done into his conduct. Monday and Tuesday were hectic days, full of negotiations on how to bring Sam back. In just a few days, Sam had grappled his way into a dominant position once again. Now the question in these tense negotiations wasn't if Sam could be allowed back. It was, how do we please Sam?

[Shireen Ghaffari]

So all of a sudden, this board that orchestrates a coup sort of loses their leverage, and Sam just seems like kind of holds all the cards. And it becomes about, well, how can we make a deal that Sam is.

[Matt Levine]

Amenable to By Tuesday night, they've reached a deal. The board is going to be overhauled. Helen is out, as is another board member who voted against Sam. Ilya is off the board too, though he's still working at OpenAI, new board members will be found. Most importantly, Sam returns as CEO. Greg comes back too. Greg tweets a celebratory picture to mark the occasion.

[Shireen Ghaffari]

So after Sam gets reinstated as CEO, Greg Brockman goes on X and he posts this selfie with a bunch of staff members, like, huddled behind him. And they're all grinning ear to ear. Some are holding up peace signs. And he posts we are so back. Which is just. Sums up the mood so well, right? They're jubilant. They're just like, partying, you know, this is a complete win.

[Matt Levine]

That's right. They sent a company wide memo that night telling people to come to the office to party. It's an unbelievable turnaround. In just five days, Sam went from being ambushed to being back as CEO with his enemies cast out and an army of employees willing to give up their jobs on his behalf. In this version of the story, Cesar rises from the dead.

[Shireen Ghaffari]

He really does come back, in my view, stronger than ever, because he not only has, you know, this new board that he's helped, but he has the entire backing of his company and this implicit kind of card that he can pull. And if at any point, you know, he wants to, like, Microsoft will back him up. We'll have a spot for him and all the employees who want to leave and go start their own version of the company. And so, yeah, I think Sam, in many ways, it's sort of like if you come for the king, you best not miss. Like, they really miss.

[Matt Levine]

We'll be right back.

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[Matt Levine]

Incorporated Member SIPC and NYSE we just lived through a truly wild presidential race, hitting a Democrat who wasn't on the ballot until June and a Republican who was convicted on 34 felony counts just before receiving his party's nomination for president. But the wildest thing might have been this guy. If you already believe in the Constitution, you're just signing something you already believe and you can win a million dollars. That's awesome. I'm Max Chavkin and this is Citizen Elon. A three part series from Elon, Inc. Where we investigate Elon Musk's unprecedented support for Donald Trump. Follow Elon Inc. On Apple podcasts or wherever you like to listen. So after five dramatic head spinning days, Sam was back. It was late Tuesday night that week. OpenAI was actually off. It was the week of Thanksgiving, so the employees breathed a sigh of relief and tried to enjoy the holiday. And once that week was over and people got back to work, there was still this question that was never really why did Ilya and the others believe they should fire Sam? Sam and OpenAI have never answered this question in a public, transparent way. As part of the deal to Bring back Sam, OpenAI agreed to hire a law firm to lead an external investigation into the events that led to Sam's ouster. The company was not required to share the details of the investigation publicly, so surprise they didn't. They held a press conference and summarized the findings the special committee recommended and the full board express their full confidence in Sam Altman and Greg Brockman.

[Rachel Metz]

It was not super specific, but essentially it said that Altman had been cleared of wrongdoing.

[Shireen Ghaffari]

There was not a lot. There was no smoking gun. The report of the summary was very brief we, you know, as reporters, have not seen the full investigation.

[Matt Levine]

The press conference was really short. My colleague Rachel recorded this tape. You can hear her typing in the background. When it's Sam's turn to talk, he sounds really mumbly and begrudging. He makes a half hearted apology to Helen Toner. But it's easy to miss.

[Ilya Sutskever]

When I believe that a former board member was armed opening after their actions. I think I could have handled that situation with more grace and care. I apologize for that. I wish I had done it differently. And we'll learn for the future. Eager to move forward and to begin collaborating.

[Matt Levine]

After the investigation concluded with a whimper, two board members who were kicked off, Helen toner and Tasha McCauley, released a statement. It said, in part, as we told the investigators, deception, manipulation and resistance to thorough oversight should be unacceptable. It's a carefully worded sentence, but it's also pretty clear to me that they're saying deception and manipulation played a big part in them deciding to fire Sam. After all the dust settled, Ilya remained a troubling question mark.

[Shireen Ghaffari]

I think we still don't know Ilya's full motivation for turning on Sam. I think he in particular, being the one who knows Sam so well, who's worked with him so closely, I think that, you know, is a big question of like, why would you question sort of the character of someone who you seemingly have a good relationship with?

[Matt Levine]

Ilya left OpenAI in May, half a year after the coup. He spent those six months in purgatory, still an employee at the company, but rarely seen at the office. No public appearances. When reporters tried to reach him, they were sent to his lawyer, who almost never issued a statement. It got to the point where Sam even joked about it on podcasts. Here he is on Lex Friedman in March. Let me ask you about Ilya. Is he being held hostage in a secret nuclear facility? No. What about a regular secret facility? No. What about a nuclear non secret facility?

[Ilya Sutskever]

Neither. Not that either.

[Matt Levine]

I mean, this is becoming. In the video, Sam is smiling. You can hear it in his voice. He deflects this question. He says it's a question for Ilya. In all of this, Ilya seems to have been the most tragic figure, the brilliant scientist who gave OpenAI credibility and a competitive edge, who has been able to predict many of the changes in AI that made these recent advancements possible. But then he attempted to overthrow Sam and failed, becoming a pariah among the staff. And ultimately he did this to himself, maybe because of his beliefs about AI safety. Even though Sam was back as CEO, some serious rifts remained within OpenAI. After Ilya's departure was announced, his team fell apart. It had been the team focused on preventing disaster scenarios from AI. And what about Helen Toner, the board member who Sam tried to oust? Her paper helped kick off all of this. Well, since the couple, Helen has faced a lot of online trolling. People treated her like the villain in this saga. AI devotees castigated her as a decelerationist, someone who wants to slow down the advancement of AI. Martin Shkreli called her and the other board members, quote, the most disgusting group of people who ever lived. Which is funny because Martin Shkreli is commonly called the most hated man in America. I feel some sympathy for Helen. I think she may have seen herself as doing her job, first as an academic in writing her paper, and then as a board member in pushing back against a brazen CEO. For several months, Helen was largely silent about the whole ordeal until May 2024, when she gave the interview to the TED AI Show. She sounds incredibly candid and confident in her criticisms of Sam.

[Helen Toner]

I think it's really important to know that has really gone underreported is how scared people are to go against Sam. They had experienced him retaliating against people, retaliating against them for past instances of being critical. They were really afraid of what might happen to them. So it was very hard for those people who had had terrible experiences to actually say that for fear that, you know, if Sam did stay in power, as he ultimately did, you know, that would make their lives miserable.

[Matt Levine]

Meanwhile, Sam almost immediately picked up where he left off. He started doing press appearances again. He spoke at Davos in January, just a couple months after the saga. My colleague Brad Stone asks him the question that's on everyone's minds. I sort of smiled because you came to the Bloomberg Tech conference in last June, and Emily Chang asked. It was something along the lines of, why should we trust you? And you very candidly says you shouldn't. And you said, the board should be able to fire me if they want. And of course, then they did. And you quite adeptly orchestrated your attorney.

[Ilya Sutskever]

Actually, let me tell you something. The board did that. I was like, I think this is wild, super confused, super caught off guard. But this is the structure. And I immediately just went to go thinking about what I was going to do next. It was not until some board members called me the next morning that I even thought about really coming back. When they asked, you want to come back? You want to talk about that? But the board did have all of the power there now. You know what? I'm not going to say that.

[Matt Levine]

Next thing, I think you should continue to continue. I think I know. The audience laughs when Brad reminds Sam that he had said the board should be able to fire him right before he was fired. And Sam notably did not laugh. He didn't even crack a smile. He responds that the board wanted to bring him back on. They had all the power there, not him. And then a third person on the panel, Anna Makonju, who's an executive at OpenAI, jumps in. I would also just say that I.

[Ilya Sutskever]

Think that there's a lot of narratives out there.

[Matt Levine]

It's like, oh, well, this was orchestrated by all these other forces.

[Ilya Sutskever]

It's not accurate.

[Matt Levine]

I mean, it was the employees of OpenAI that wanted this and that thought.

[Ilya Sutskever]

That it was the right thing for.

[Matt Levine]

Sam to be back.

[Ilya Sutskever]

You know, like. Yeah, I think I'll say is I think it's important that I have an entity that, like, can fire this, but that entity has got to have some accountability. Accountability to. And that is a clear issue with what happened.

[Matt Levine]

Okay, so Sam is saying his usual talking point that it's important that he can get fired, but he's adding a big caveat that the board needs to do things in the right way. And in this case, they didn't. He's criticizing the board. Reid Hoffman agrees with Sam that the board was to blame for the whole fiasco. Reid had actually been on the board of OpenAI for years, but left in early 2023, just months before the coup.

[Katie Greifeld]

Well, when you look at the four board members who got together and fired Sam, three of them had never really had experience in other boards and understand kind of board governance. They had so little experience that they. There were six board members. They didn't invite the fifth, Greg Brockman, because they presumably knew that he would disagree with them. And you think, well, basic board competence is you don't disinvite the board members who you can disagree with. You want to hear the disagreement? You want to talk about it?

[Matt Levine]

So he's dismissing them as a bunch of amateurs, which isn't entirely true because a few of the board members have served on other boards as well. We asked Reid to clarify and he said they hadn't been on the boards of fast growing tech companies. I can kind of see where Reid and Sam are coming from. I'm sure they really believe the board acted inappropriately. But I also can't help but see it as someone saying, we have designed a system where I am accountable to you, you should hold me accountable. Then when it actually happens, they're shouting, no, wait, I didn't mean it like that.

[Shireen Ghaffari]

It all sounds good and nice to say. We're going to have this benevolent company that's kind of a nonprofit and kind of not, and has this board that can fire at CEO at any time. And then in practice, that turned out to be a lot less friendly than it maybe sounded initially.

[Matt Levine]

Okay, so I've spent a lot of time talking about Sam. What shaped him when he was young, how he speaks in public, how he acts in private. And over the course of the months I spent working on this podcast, I've observed one thing that I think is key to understanding Sam. Sam is slippery, especially when it comes to his words. I think it's fair to say that when he says something, you cannot be sure that he actually means it. An obvious example, him saying he should be fired. He made it sound so clear, so obvious, no caveats. Then he got fired, and all of a sudden that promise doesn't apply. Here's another example. Sam loves to boast about how transparent he is. Here he is last summer talking at a Bloomberg conference. This was in the middle of his big press tour of 2023.

[Ilya Sutskever]

You know me for a long time, public talking like, I'd rather be in the office working. But I think at this moment in time, like, people deserve basically as much time asking questions as they want. And I'm trying to show up and do it.

[Matt Levine]

People deserve as much time asking questions as they want. Sam is actually framing his transparency as a moral imperative. Not just something he likes, but something he should do. Given how pivotal AI could be, it's reassuring to hear him welcome questions in the way he says he'd rather be working than be in an interview. It has this kind of humble, aw shucks energy to it. He says he doesn't like being on stage. He says he's sort of a shy person. I'm sure some of it is earnest, but he's smart enough to know. It also bolsters his image, makes him non threatening. It reminds me of the way he always writes his tweets, in all lowercase, so friendly. Last year, Sam said it would be super unreasonable not to answer questions. He also said that he and OpenAI deserve great scrutiny right now. But in more recent interviews, Sam seems to have changed his tune. Instead of answering those questions about Ilya's whereabouts, he deflected. And again in that conversation at Davos, when Brad asked a question about Sam's firing to the Co panelist Anna maconju Sam jumped in and blocked it. Ana, you wrote a remarkable letter to employees during the saga. And one of the many reasons I was excited to have you on stage today was to just ask you, what were those five days like for you? And why did you step up and write that?

[Ilya Sutskever]

That Anna can clearly answer this if she wants to. But like, is really what you want to spend our time on, like the soap opera rather than like what AGI is going to do?

[Matt Levine]

I mean, I'm wrapping it up, but.

[Ilya Sutskever]

I mean, go ahead.

[Matt Levine]

I think people are interested.

[Ilya Sutskever]

All right, we can leave it here if you want.

[Katie Greifeld]

Yeah, let's.

[Matt Levine]

Let's answer that question. Well, we can move on. I would just say for color that it happened the day before the entire company was supposed to take a week off, so we were all that comment do you really want to talk about this? Soap opera is a perfect example of Sam's habit of grabbing control of a conversation. When he's asked a question he doesn't like or doesn't want to answer, he not only skates past it, he flips it back on the interviewer and chastises them for asking. Sam is a scold. I've noticed that he uses this tactic, especially when journalists start asking him about interpersonal drama messiness instances where he might come out looking bad. He did a similar thing at a Bloomberg conference last year. My colleague Emily Chang asks him about Elon Musk, who has been badmouthing Sam and OpenAI, complaining that they are no longer open. Now, obviously we've seen all the barbs.

[Shireen Ghaffari]

That you and Elon have been trading.

[Matt Levine]

In public and in interviews.

[Ilya Sutskever]

I don't really.

[Matt Levine]

Well, you're responding, you respond.

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You get asked about it by people like me.

[Ilya Sutskever]

To be fair, mostly people like you. To be honest, most other people ask about the technology. But that is true.

[Matt Levine]

Most other people ask about the technology. Ouch. His implicit message is pretty clear to me. It's virtuous and high minded to want to talk about the technology, the science. It's petty to ask about his relationship with Elon. When Emily presses, he doubles down.

[Ilya Sutskever]

Like, I really am happy to talk about this. If this is the most important topic, we can spend the rest of the time on it. Don't worry.

[Matt Levine]

Not the rest of the time. Just some earlier in a taped interview ahead of this onstage conversation, when Emily asked him a similar question about Elon, he dismissed her in the same way.

[Ilya Sutskever]

I don't think this is in the top like hundred most important things happening related to AI right?

[Matt Levine]

Now, for what it's worth, to me it sounds like Sam means he should only answer the questions he deems worthwhile, and he dismisses questions by implying they're the wrong ones. Unimportant questions, not worth his time. The board fired Sam for being not consistently candid, and while we may never know exactly what they were referring to, we've seen many other instances when Sam's actions didn't live up to his words. Sam promised transparency. He promised that he could get fired. He's walked both of those back. He talked a big game about how poverty shouldn't exist and how we should give money to everyone without conditions. But he set conditions on financial help to his sister. Even the actress Scarlett Johansson has complained about Sam's duplicity. She said that in 2023, Sam asked her to lend her voice to ChatGPT. She said no, and then when an AI voice was released, it sounded so much like her that it confused even her family and close friends. Some of OpenAI's promises have also eroded. OpenAI started as a non profit, but many critics, most loudly Elon Musk, say they're not anymore. Not really. The nonprofit board was supposed to have power over Sam, power to even dissolve OpenAI if they thought it was in line with the mission. Those board members tried to exercise their power and as a result, they were removed. This pattern matters because Sam and OpenAI are making more and more promises with bigger and bigger consequences and asking us to take their word for it. Meanwhile, Sam's ambition keeps growing. He once considered running for governor of California. In addition to sitting at the top of OpenAI, he's overseeing other projects that connect to and support OpenAI like a SAM Altman ecosystem system. He has his universal basic income research in case AI puts us out of work. He has worldcoin, the crypto project that scans eyeballs in order to distribute that income. He has a nuclear fusion company that will create enough energy for AI. He's trying to raise enormous sums of money to make chips. That power AI Someone who knows Sam told me he wants to be World Emperor. The goal is to take over the world, paul Graham, Sam's former mentor, told a reporter. I think his goal is to make the whole future. Foundering is hosted by me, Ellen Hewitt, Sean Wen is our executive producer. Rachel Metz and Shereen Ghaffari contributed reporting to this episode. Molly Nugent is our associate producer. Blake Maples is our audio engineer. Mark Millian, Ann Vandermay, Seth Feigerman, Tom Giles and Molly Schutz are our story editors. We had production help from Jessica Nicks and Antonia Mufarec. Thanks for listening. If you like our show, leave a review and most importantly, tell your friends. See you next time.

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[Matt Levine]

This podcast is supported by BetterHelp, offering licensed therapists you can connect with via video phone or chat. Here's BetterHelp head of clinical Operations Hes Yu Jo discussing who can benefit from therapy I think a lot of people think that you're supposed to be going to therapy once you're like having panic attacks every day. But before you get to that point, I think once you start even noticing that you feel a little bit off and you can't maintain this harmony that you once had in relationships, that could be a sign that maybe you want to go talk to somebody. There's always a benefit in talking to someone because we can all benefit from improved insight about ourselves and who we are and how we behave with other people. So if you're human, that's like a good indicator that you could benefit from talking to somebody. Find out if therapy is right for you. Visit betterhelp.com today. That's betterhelp.com.