OpenAI raises board threshold to remove CEO

Business Insider reports that court documents released in May 2026 show OpenAI adopted new bylaws during its 2025 for-profit transition that raise the threshold to remove the CEO, Sam Altman. The documents include an analysis by Columbia law professor David M. Schizer, cited in Business Insider, which states the October 2025 bylaws require a 2/3 supermajority of the PBC's nonemployee directors to remove the CEO. Business Insider also reports that the prior nonprofit structure permitted removal by a simple majority of the board.

The change is described in Business Insider as part of governance revisions accompanying OpenAI's for-profit entity formation in 2025. The Schizer excerpt quoted in the filings says, "Under the new Bylaws, a 2/3 supermajority of the PBC's nonemployee directors is now needed to fire the CEO," per Business Insider. The reporting frames this as a shift from the nonprofit board's simple-majority standard to a higher supermajority requirement within the public-benefit corporate structure.

Editorial analysis: Industry observers note that adjusting board voting thresholds is a common governance lever used during reorganizations, mergers, or conversions to limit facile leadership changes. From an investor-governance perspective, higher removal thresholds typically make board-led leadership changes harder and can alter the balance between investor influence, independent directors, and executive stability.

Editorial analysis: Watch for any additional court filings or public disclosures that clarify which board seats are classified as "nonemployee directors" and how the PBC governance documents interact with prior nonprofit bylaws. Editorial analysis: Observers following corporate governance in AI companies will likely track whether similar governance clauses appear in other firms that move between nonprofit and for-profit structures, and how shareholders, donors, or partners respond in governance disputes.