The OpenAI Board Member Who Clashed With Sam Altman Shares Her Side
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The OpenAI Board Member Who Clashed With Sam Altman Shares Her Side

In an interview, AI academic Helen Toner explains her posture in OpenAI’s power struggle

By MEGHAN BOBROWSKY
Fri, Dec 8, 2023 8:47amGrey Clock 4 min

Helen Toner was a relatively unknown 31-year-old academic from Australia—until she became one of the four board members who fired Sam Altman from the artificial-intelligence company he co-founded.

Thrust into the spotlight during the ouster and eventual return of Altman as CEO of OpenAI last month, Toner has emerged as a symbol of tension between AI-safety advocates and those giving priority to technological progress.

Toner maintains that safety wasn’t the reason the board wanted to fire Altman. Rather, it was a lack of trust. On that basis, she said, dismissing him was consistent with the OpenAI board’s duty to ensure AI systems are built responsibly.

“Our goal in firing Sam was to strengthen OpenAI and make it more able to achieve its mission,” she said in an interview with The Wall Street Journal.

Toner held on to that belief when, amid a revolt by employees over Altman’s firing, a lawyer for OpenAI said she could be in violation of her fiduciary duties if the board’s decision to fire him led the company to fall apart, Toner said.

“He was trying to claim that it would be illegal for us not to resign immediately, because if the company fell apart we would be in breach of our fiduciary duties,” she told the Journal. “But OpenAI is a very unusual organisation, and the nonprofit mission—to ensure AGI benefits all of humanity—comes first,” she said, referring to artificial general intelligence.

Ultimately, Toner and some other board members did resign, clearing the way for Altman’s return.

In the interview, Toner declined to provide specific details on why she and the three others voted to fire Altman from OpenAI. Before his ousting, Altman and Toner had clashed.

In October, Toner, who is director of strategy at a think tank in Washington, D.C., co-wrote a paper on AI safety. The paper said OpenAI’s launch of ChatGPT sparked a “sense of urgency inside major tech companies” that led them to fast-track AI products to keep up. It also said Anthropic, an OpenAI competitor, avoided “stoking the flames of AI hype” by waiting to release its chatbot.

After publication, Altman confronted Toner, saying she had harmed OpenAI by criticising the company so publicly. Then he went behind her back, people familiar with the situation said.

Altman approached other board members, trying to convince each to fire Toner. Later, some board members swapped notes on their individual discussions with Altman. The group concluded that in one discussion with a board member, Altman left a misleading perception that another member thought Toner should leave, the people said.

By this point, several of OpenAI’s then-directors already had concerns about Altman’s honesty, people familiar with their thinking said. His efforts to unseat Toner, parts of which were previously reported by the New Yorker, added to what those people said was a series of actions that slowly chipped away at their trust in Altman and led to his unexpected firing on the Friday before Thanksgiving.

The board members weren’t prepared for the fallout from their decision.

The members, including Toner, were taken aback by staffers’ apparent willingness to abandon the company without Altman at the helm and the extent to which the management team sided with the ousted CEO, according to people familiar with the matter.

Toner took her account on social-media platform X private during the height of the crisis.

At one point during the heated negotiations, a lawyer for OpenAI said the board’s decision to fire Altman could lead to the company’s collapse. “That would actually be consistent with the mission,” Toner replied at the time, startling some executives in the room.

In the interview, Toner said that comment was in response to what she took as an “intimidation tactic” by the lawyer. She says she was trying to convey that the continued existence of OpenAI isn’t, by definition, necessary for the nonprofit’s broader mission of creating artificial general intelligence that benefits humanity at large. A simultaneous concern of researchers is that AGI, an AI system that can do tasks better than most humans, could also cause harm.

“In this case, of course, we all worked very hard to ensure the company could continue succeeding,” she added.

OpenAI has an unusual structure where a nonprofit board, on which Toner served, oversees the work of a for-profit arm. The board’s mandate is to “humanity,” not investors.

In the interview, Toner didn’t answer questions about her interactions with Altman. She wouldn’t comment on whether she would have done anything differently but said she had good intentions.

Before he was reinstated, Altman offered to apologise for his behaviour toward Toner over her paper, according to people familiar with the matter. Ultimately, he returned to lead the company without following through on that gesture.

Toner is known in the AI-safety world for being a critical thinker who isn’t afraid to challenge commonly held beliefs.

Some of Altman’s backers, including OpenAI investor Vinod Khosla, publicly expressed derision specifically toward Toner and Tasha McCauley, another former OpenAI board member who voted to fire Altman and is connected to organisations that promote effective altruism.

“Fancy titles like ‘Director of Strategy at Georgetown’s Center for Security and Emerging Technology’ can lead to a false sense of understanding of the complex process of entrepreneurial innovation,” Khosla wrote in an essay in tech-news publication the Information, referring to Toner and her current position.

“OpenAI’s board members’ religion of ‘effective altruism’ and its misapplication could have set back the world’s path to the tremendous benefits of artificial intelligence,” he wrote amid the power struggle.

Toner was previously an active member of the effective-altruism community, which is multifaceted but shares a belief in doing good in the world—even if that means simply making a lot of money and giving it to worthy recipients. In recent years, Toner has started distancing herself from the EA movement.

“Like any group, the community has changed quite a lot since 2014, as have I,” she said.

Toner graduated from the University of Melbourne, Australia, in 2014 with a degree in chemical engineering and subsequently worked as a research analyst at a series of firms, including Open Philanthropy, a foundation that makes grants based on the effective-altruism philosophy.

In 2019, she spent nine months in Beijing studying its AI ecosystem. When she returned, Toner helped establish a research organization at Georgetown University, called the Center for Security and Emerging Technology, where she continues to work.

She succeeded her former manager from Open Philanthropy, Holden Karnofsky, on the OpenAI board in 2021 after he stepped down. His wife co-founded OpenAI rival Anthropic.

“Helen brings an understanding of the global AI landscape with an emphasis on safety, which is critical for our efforts and mission,” Altman said when she joined the board.

The new board members along with returning board member Adam D’Angelo offer a glimpse of the direction OpenAI might be headed. Larry Summers, former Treasury secretary, and Bret Taylor, former Salesforce co-CEO, appear to be more traditionally business-minded than Toner, McCauley and the third board member who was succeeded, Ilya Sutskever, OpenAI’s chief scientist.

There are no longer any women on the board, though the company is expected to expand it in coming months.

“I think looking forward is the best path from here,” Toner said.



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SpaceX and Tesla Are Joined at the Hip. A Merger Would Make It Formal.

Elon Musk is exploring a potential merger between Tesla and SpaceX, a deal that could reshape the future of AI, robotics, autonomous vehicles and space technology. With a combined valuation potentially reaching $3.5 trillion, the move could bring Musk’s vision of an interconnected technology ecosystem closer to reality, although a deal remains uncertain.

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Elon Musk has engineered ties between Tesla TSLA 3.41%increase; up pointing triangle and SpaceX SPCX 7.79%increase; up pointing triangle that are hard to break, and now he wants to fuse them together permanently.

Musk has run both Tesla and SpaceX concurrently over the past two decades, using a schedule that dictated which days he spent focused on each business.

The companies have often shared resources and personnel, signaling their close ties. Last year, SpaceX looked into creating a spacesuit for Tesla’s humanoid robot Optimus, a person familiar with the matter said. Tesla last week showed off its new Roadster, a vehicle featuring SpaceX rocket thrusters that it hopes to soon bring to market.

And in recent months, Musk has repositioned both companies by expanding beyond their core operations toward a shared mission centered on artificial intelligence.

The world’s richest man on Tuesday signaled his interest in tying up SpaceX and Tesla, marking what would be the biggest corporate merger of all time. Because he serves as chief executive of SpaceX and Tesla, Musk said committees of independent directors at both companies are evaluating a possible deal, adding that a transaction might not come to fruition.

The committees will likely evaluate, with lawyers and bankers, how each company would fare in a potential deal and how a deal might best be structured. They then present their conclusions to their respective boards, who typically vote on whether to proceed.

“It’s an odd Kabuki dance where two groups of people are talking and I can’t be in the conversation,” Musk told SpaceX investors on Tuesday in response to an analyst’s question about a potential deal.

For Musk, the merger supports his vision of a world full of autonomous cars, humanoid robots and weekly rocket launches, as well as the data centers and satellites required to keep the whole thing running.

Some investors and analysts said they expect a transaction would be structured as an all-stock deal, with SpaceX potentially paying a modest premium for Tesla shares.

SpaceX, which has a market value of about $2 trillion, said it is seeing sharp growth in revenue across its businesses, which include operating data centers, launching rockets and operating satellite networks such as the internet service Starlink. Tesla is valued at about $1.5 trillion and is expanding its operations beyond its automotive and energy business. Shares in both companies traded higher following the news Tuesday.

The SpaceX Starship and Super Heavy v3 Booster lift off from the launch complex in Starbase, Texas, framed by silhouetted plants in the foreground.
A test flight from the SpaceX launch complex in Starbase, Texas. Steve Nesius/Reuters

Musk’s substantial ownership stakes in both companies, along with voting control at SpaceX, has enabled him to set the deal in motion. Analysts and investors said the deal will probably face regulatory scrutiny internationally, though some see Musk’s close relationship with the Trump administration as an asset to getting approval.

Blurred lines

The companies haven’t said which directors are on the special committees evaluating a potential deal. Several SpaceX and Tesla board members have either personal or business ties to Musk. And like Musk, venture capitalist Ira Ehrenpreis sits on both boards.

In a filing this week, Tesla outlined millions of dollars in business agreements with SpaceX and its subsidiaries last year, including $143 million in car sales to SpaceX, $3.3 million in advertising that it bought on the social-media platform X and $430 million in revenue from the sale of Megapack batteries for SpaceX’s data centers.

The companies also split the cost of resources including the use of Musk’s SpaceX jet and the bill for his personal security, which he runs through a private company.

Employees at both companies routinely move between companies to work on special projects, and some executives have dual roles, including Charles Kuehmann, vice president of materials engineering at both SpaceX and Tesla, and Ashok Elluswamy, the vice president of AI software at Tesla who runs a joint venture with SpaceX called Digital Optimus.

Over the years, Musk has launched new startups within his empire, including brain-implant company Neuralink, underground-tunnel developer the Boring Company and xAI, the AI startup that merged with SpaceX in February.

It is that AI business that Musk thinks can serve a market worth tens of trillions of dollars, justifying the need for a merger.

The business case goes like this: Tesla is developing robotaxis and robots, which it calls “physical AI.” SpaceX is working on the back end of physical AI: the data-center capacity and internet connection required for those robotaxis and robots to operate continuously.

Tesla Optimus humanoid robots and a Cybercab autonomous vehicle on display.
A Tesla Cybercab autonomous driverless vehicle and Optimus humanoid robots. Benjamin Girette/Bloomberg News

“I don’t see what the value of Tesla is if it’s not merged with SpaceX,” said investment adviser Ross Gerber, a former Tesla bull turned critic invested in both companies. “If they don’t merge, the brains of everything that runs Tesla is owned by another company.”

On top of it all, both companies face constraints on the supply chains they need to make this world a reality, particularly when it comes to chips. To address this, Musk earlier this year announced a joint venture between Tesla, SpaceX and Intel to design and manufacture chips in Texas. “The most epic chip-building exercise by far,” he has said.

Musk at the wheel

For Musk, a merger would also solve two problems: demands on his attention and his lack of control at Tesla.

Tesla for years was Musk’s only public company, a status that came with greater scrutiny. There, Musk reports to a public board, as well as individual investors who make up around 30% of Tesla’s voting power, according to FactSet.

The question of Musk’s attention became a particular focus for investors and the board in recent years after he acquired Twitter in 2022 and launched xAI in 2023, and again in 2025 as he spent time in Washington, D.C., running the Department of Government Efficiency in the early months of President Trump’s second term.

As Tesla’s car business suffered in 2025, Musk threatened to take his AI ambitions outside the company if he wasn’t granted 25% voting control. Last November, Tesla shareholders approved a new pay package for Musk, which created a path for him to vastly expand his stake.

As of Sept. 30, Musk owned a roughly 20% stake in Tesla, according to the company’s proxy filing.

The SpaceX IPO gave Musk a different path. When SpaceX went public in June, the deal’s structure enabled him to have more than 80% voting power at the company—so much that he can’t be fired and decisions can’t be made without his support.

If SpaceX acquires Tesla, he will likely stay in control.

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