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

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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Few of the U.S.’s philanthropic foundations invest their endowment assets—totalling an estimated US$1.1 trillion—to create positive social and environmental change in addition to high returns, potentially limiting or even counteracting the good such organisations do.

Exactly how few isn’t precisely known. But Bridgespan Social Impact, a subsidiary of the New York-based Bridgespan Group along with the Capricorn Investment Group, a Palo Alto, Calif.-based investment firm founded by Jeff Skoll , the first president of eBay, and the Skoll Foundation, also in Palo Alto, attempted to “get the conservation started,” with a study of 65 foundations with a total of about US$89 billion in assets, according to Mandira Reddy, director at Capricorn Investment Group.

The top-line conclusion: 5% of the primarily U.S.-based foundations surveyed invest their assets for impact. Most surprising is that 92% of these organisations, which have assets ranging from US$11 million to US$16 billion, are active members of impact investing groups, such as the Global Impact Investing Network and Mission Investors Exchange.

“If there’s any pool of capital that is best suited for impact investing, it would be this pool of capital along with family office money,” Reddy says.

The study was also conducted “to draw attention to the opportunity,” she said.

“We want to redefine what philanthropy can achieve. There is massive potential here just given the scale of capital.”

Foundations are required by the U.S. Internal Revenue Service to grant 5% of their assets each year to charity; in practice they have granted slightly more in the last 10 years—an average of 7% of their assets, according to Delaware-based FoundationMark, which tracks the investment performance of about 97% of all foundation assets.

The remaining assets of these foundations are invested with the intention of earning the “highest-possible risk-adjusted financial returns,” the report said. Those investments allow these organizations to grant funds often in perpetuity.

Capricorn and Bridgespan argue that more foundations, however, need to “align their capital with their missions,” and that they can do so while still achieving high returns.

“Why wait to distribute resources far into the future when there are numerous urgent issues facing the planet and communities today,” argue the authors of a report on the research, which is titled, “Can Foundation Endowments Achieve Greater Impact.”

The fact most of the foundations surveyed are very familiar with impact investing and yet haven’t taken the leap “highlights the persistently untapped opportunity,” the report said. It details some of the barriers foundations can face in shifting to impact, and how and why to overcome them.

Hurdles to making a shift can include “beginner’s dilemma”—simply not knowing where to start—and a misperception on the part of large foundations that impact investing is “too niche,” offering opportunities that are too small for the amount of capital they need to allocate. Other foundations are too stretched and don’t have the resources to add capabilities for making impact investments, the report said.

One of the biggest concerns is financial performance. Some foundation leaders, for instance, worry impact investments lead to so-called concessionary returns, where a market rate of return is sacrificed to achieve a social or environmental benefit. Those investments exist, but there are also plenty of options that offer financial returns.

The authors make a case for foundations to “go big,” into impact to realize the best outcomes, and to take a portfolio approach, meaning integrating impact principles into how they approach all investments. To make this happen, foundations need to incorporate impact into their investment policy statements, which determine how they allocate assets.

It will be difficult for foundations that want to shift their assets to impact to pull out of investments such as private-equity or venture-capital funds that can have holdings periods of a decade. But with a policy statement in place, a foundation’s investment team can reinvest this long-term capital once it is returned into impact investing options, she says.

“The transition doesn’t happen overnight,” Reddy says. “Even if there is a commitment for an established foundation that is already fully invested, it takes several years to get there.”

The Skoll Foundation, established in 1999, revised its investment policy statement in 2006 to incorporate impact. According to the report, the foundation initially divested of investments that were not in sync with its values, and then gradually, working with Capricorn Investment, began exploring impact opportunities mostly in early-stage companies developing solutions to climate change.

“As the team gained more knowledge and experience in this work, and as more investment opportunities arose, the impact-aligned portfolio expanded across different asset classes, issue areas, and fund managers,” the report said.

As of 2022, 70% of the Skoll Foundation’s assets are in impact investments addressing climate change, inclusive capitalism, health and wellness, and sustainable markets.

Capricorn, which manages US$9 billion for foundations and institutional investors through impact investments, constructs portfolios across asset classes. In private markets, this can include venture, private equity, private credit, real estate, and infrastructure. There are also impact options in the public markets, in both stocks and bonds.

“Across the spectrum there are opportunities available now to do this in an authentic manner while preserving financial goals,” Reddy says.

Of the foundations surveyed, about 15, including Skoll, have 50% or more of their assets invested for impact. Others include the Lora & Martin Kelley Foundation, the Nathan Cummings Foundation, the Russell Family Foundation, and the Winthrop Rockefeller Foundation.

Though not part of the study, the California Endowment just announced it was going “all in” on impact. The organisation has US$4 billion in assets under management, which likely makes it the largest foundation to undergo the shift, according to Mission Investors Exchange.

Although the researchers looked at a fairly small sample set of foundations, Reddy says it provides data “that is indicative of what the foundation universe” might look like.

“We cannot tell foundations how to invest and that’s not the intent, but we do want to spread the message that it is quite possible to align their assets to impact,” she says. “The idea is that this becomes a boardroom conversation.”


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