Anthropic, the AI company, operates under a complex corporate governance structure that limits the say of common shareholders regarding major decisions, including board appointments. The company is structured as a public benefit company, a for-profit corporation legally permitted to balance a public mission with profit, a status intended to protect the board's ability to make AI safety decisions independent of shareholder value concerns. The board is currently chaired by Anthropic president Daniela Amodei and includes CEO Dario Amodei, Netflix cofounder Reed Hastings, former Microsoft and GM CFO Christopher Liddell, Novartis CEO Vas Narasimhan, and Spark Capital partner Yasmin Razavi, with one vacancy remaining.
Significant control is allocated to a Long-Term Benefit Trust (LTBT), an independent panel tasked with keeping the company focused on benefiting humanity. The LTBT owns a class of stock that grants it the power to elect and remove a majority of the company’s board, known as Class T directors. The LTBT is chaired by Neil Shah, a global health expert who served as managing director at GiveWell, and includes former Federal Reserve chair Ben Bernanke, national security expert Richard Fontaine, and Harvard physicist Christopher Stubbs, with one vacancy currently existing, which existing members will fill.
Furthermore, the seven founders jointly own a special class of stock that grants them 50.1% of shareholder voting power, enabling them to elect three members of the board of directors; only if there is no majority among the founders are their shares voted proportionally with common stock holders. The board retains a check on the LTBT: if the LTBT nominates a “Specified” director or removes one without cause, the board’s nominating committee can decline approval and submit the decision to a vote by the company’s employees. The founders' control is not permanent; ten years after the IPO, the founders can choose to relinquish their control, or it ends automatically if fewer than three founders remain.
At that point, the LTBT continues until 85% of common shareholders vote to end it, or it steps down with board approval. Common shareholders would gain control only if neither special class of shareholder exists.
