Court Exhibit·13 SEP 2017
Design Board Math Before You Need It
Control isn't a feeling — it's a seat count, and smart founders draw the arithmetic before the fight, not during it.
Source document — Musk to Sutskever Re: Current State — OpenAI Board Governance · Musk v. Altman (OpenAI) · 4:24-cv-04722 (CAND), Doc. 396-10, filed 2026-01-30 (page 1)
Excerpt · In Elon Musk & Ilya Sutskever's own words
Sounds good. The three common stock seats (you, Greg and Sam) should be elected by common shareholders. They will de facto be yours, but not in the unlikely event that you lose the faith of a huge percentage of common stockholders over time or step away from the company by choice. I think that the Preferred A investment round (supermajority me) should have the right to appoint four (not three) seats. I would not expect to appoint them immediately, but, like I said I would unequivocally have initial control of the company, but this will change quickly. The rough target would be to get to a 12 person board (probably more like 16 if this board really ends up deciding the fate of the world) where each board member has a deep understanding of technology, at least a basic understanding of AI and strong & sensible morals. Apart from the Series A four and the Common three, there would likely be a board member with each new lead investor/ally. However the specific individual new board members can only be added if all but one existing board members agrees. Same for removing board members. At the sixteen person board level, we would have 7/16 votes and I'd have a 25% influence, which is my min comfort level. That sounds about right to me. If everyone else we asked to join our board is truly against us, we should probably lose.
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How this surfaced
- Source type
- Court Exhibit
- Case / record
- Musk v. Altman (OpenAI)
- Citation
- 4:24-cv-04722 (CAND), Doc. 396-10, filed 2026-01-30
- Date authored
- September 13, 2017
- License
- Public domain
- Original
- View the primary source →
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