Anthropic's IPO Is Imminent: How the Board, the Long-Term Benefit Trust, and the Founders Will Divide Control
Anthropic's governance structure consists of three layers: the board, the Long-Term Benefit Trust (LTBT), and the founders' special shares. The board is chaired by President Daniela Amodei; the LTBT holds a class of stock with the right to elect and remove a majority of the Class T directors; and the special shares jointly held by the seven founders give a majority of them 50.1% of shareholder voting power and the right to elect three directors. The report says founder control will not last forever: ten years after the IPO, the founders may choose to end control, or control ends automatically when there are fewer than three founders.
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The original article breaks down the checks and balances among Anthropic's board, the Long-Term Benefit Trust, and the founders' special shares, which can be used to understand its pre-IPO governance arrangements.
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Currently, the board is chaired by Anthropic President Daniela Amodei, and its members include CEO Dario Amodei (her brother), Netflix co-founder Reed Hastings, former Microsoft and General Motors CFO Christopher Liddell, Novartis CEO Vas Narasimhan, and Spark Capital partner Yasmin Razavi. The board has one vacancy.
Second, Anthropic allocates significant board control to the Long-Term Benefit Trust (LTBT), an independent panel designed to keep the company focused on its mission of benefiting humanity. The trust holds a class of stock with the right to elect and remove a majority of the company's directors, namely the Class T directors. The LTBT is chaired by global health expert Neil Shah, formerly managing director of the charity-rating nonprofit GiveWell, and its members include former Federal Reserve Chair Ben Bernanke, national security expert Richard Fontaine, and Harvard physicist Christopher Stubbs. The LTBT currently has one vacancy, and the existing members will choose the replacement themselves.
Third, Anthropic's seven founders also jointly hold a special class of stock that gives a majority of them 50.1% of shareholder voting power, enabling them to elect three board members. If for any reason the founders cannot form a majority, only then will their shares vote proportionally with ordinary shareholders.
Finally, the board acts as a check on the LTBT. When the LTBT nominates one of its four directors as a "designated" director, or removes that director without cause (that is, without alleging misconduct), the board's nominating committee can refuse to approve, and the decision is put to a vote of company employees.
The dynamics of this complex structure are hard to predict. The report notes that a similar structure was effectively overturned: the OpenAI board briefly fired CEO Sam Altman over concerns that he had not been candid, but because of employees' loyalty to Altman, the board backed down, reinstated him, and established a new governance structure. Anthropic's structure appears to institutionalize this kind of employee power.
At Anthropic, if cracks appear in the founders' united front, ordinary shareholders could gain more say than expected; and if employees side with the board rather than the trust, they can override the LTBT on board seat issues.
Founder control will not last forever: ten years after an IPO, the founders can choose to end their control of the company, or control ends automatically when there are fewer than three founders. At that point, the LTBT will continue to exist until 85% of ordinary shareholders vote to end it, or it decides to exit with board approval. Only when both classes of special shareholders no longer exist—which the report hopes will not be because of an AI-induced catastrophe—will ordinary shareholders finally gain control.