Anthropic, founded in 2021 with a mission to keep AI under human control, is heading toward an initial public offering. But the people who buy its stock on public markets will have little say over major decisions at the company, including who sits on its board.

The company's safety focus has produced an elaborate corporate governance setup. Anthropic is a public benefit company, a for-profit corporation legally allowed to weigh a public mission alongside profit. That status shields the board's AI safety decisions from shareholder lawsuits.

The board is chaired by Anthropic president Daniela Amodei and includes CEO Dario Amodei, her brother, plus Netflix cofounder Reed Hastings, former Microsoft and GM CFO Christopher Liddell, Novartis CEO Vas Narasimhan and Spark Capital partner Yasmin Razavi. One seat is vacant.

A Long Term Benefit Trust holds a class of stock that lets it elect and remove a majority of the board, known as Class T directors. The trust is chaired by global health expert Neil Shah and includes former Federal Reserve chair Ben Bernanke, national security expert Richard Fontaine and Harvard physicist Christopher Stubbs. It also has one vacancy, which existing members will fill.

Anthropic's seven founders jointly own a special stock class giving a majority of them 50.1% of shareholder voting power to elect three board members. If no founder majority exists, those shares vote in proportion with common stock.

The board can also check the trust: when the trust nominates or removes a "Specified" director without cause, the board's nominating committee can decline and send the decision to employees for a vote.

Founder control ends ten years after the IPO, or automatically when fewer than three founders remain. The trust continues until 85% of common shareholders vote to end it, or it steps down with board approval. Only then do common shareholders gain control.

Source: TechCrunch