What OpenAI's fight says about boards

When OpenAI CEO Sam Altman was forced out at the company he helped found, it brought scrutiny to a part of business — in healthcare and across industries — that often evades attention: the board.

In this case, did the board help or hurt the company — and the larger cause of safe artificial intelligence — by ousting the popular chief executive for reasons that are still unclear? It's a lesson hospital and health system boards must contend with as they make leadership decisions.

OpenAI, the maker of ChatGPT, ousted Mr. Altman on Nov. 17 for not being "consistently candid in his communications." Two days later, Microsoft, which has invested $13 billion in OpenAI, hired Mr. Altman to lead an advanced research lab. The tech giant also brought on former OpenAI president and co-founder Greg Brockman, who quit in solidarity after Mr. Altman's departure.

CEOs are often positioned as the ultimate decision-makers, but this instance is a rare reminder that a board's control, or lack thereof, can really cause disruption.

"Board governance is important except when they're stupid boards," tech reporter Kara Swisher said in a Nov. 21 podcast discussing the turmoil at OpenAI. "Maybe they're just a bad board. Maybe they're an inexperienced board. Maybe they made the wrong decisions. What if it's just a bad board, and they had a fight, and one side beat the other? That doesn't make them good governance at all."

Hundreds of OpenAI employees have demanded that the company's board members resign and reinstate Mr. Altman or they will jump ship to the same Microsoft subsidiary. "Your actions have made it obvious that you are incapable of overseeing OpenAI," they wrote. "We are unable to work for or with people that lack competence, judgement and care for our mission and employees."

Rarely do hospital and health system boards face this type of public attention. They can get criticized for hiring and firings, as well as transparency. When they do get pushback, it tends to be over mergers or alleged conflicts of interest. They were recently examined, as whole, when the American Hospital Association reported that less than a quarter of board members have clinical backgrounds.

OpenAI's board has some things in common with many health systems' boards. Since OpenAI is officially a nonprofit (though with a for-profit arm), the board has more say in its leadership than a typical tech company, where founders generally have voting shares.

That nonprofit status highlights OpenAI's mission above making money, a goal in line with many health systems. One OpenAI board member reportedly said the ouster was to protect the company's mission of ensuring AI benefits humanity (though he later walked back his decision).

"I deeply regret my participation in the board's actions," tweeted the board member, Ilya Sutskever, OpenAI's chief scientist and co-founder. "I never intended to harm OpenAI. I love everything we've built together and I will do everything I can to reunite the company."

The tumult over the board's decision continues. OpenAI is on its third CEO in a matter of days and is reportedly in talks to bring Mr. Altman back.

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