Shivon Zilis Testifies in Musk vs. OpenAI Trial Over Founding Agreement and Corporate Structure

Shivon Zilis testified Wednesday in federal court in Oakland, California, that Elon Musk wanted OpenAI to join Tesla and offered Sam Altman a board seat at the electric vehicle maker. Zilis, an executive at Neuralink who served on OpenAI’s board from 2020 to 2023 and has four children with Musk, said her primary role at OpenAI was to serve as a liaison between Musk, Altman, Brockman and Ilya Sutskever.

Zilis began working with OpenAI as an informal advisor in 2016, the same year she met Musk in that capacity.

Around 2017 and 2018, Musk, Altman, Brockman, Sutskever and Zilis discussed OpenAI’s corporate structure extensively, including multiple for-profit options. "There were lots and lots of arguments about all of the different possible structures put in place at that time," Zilis said. Musk sued OpenAI, Sam Altman and Greg Brockman in 2024.

He alleges that Altman and Brockman broke a founding agreement by restructuring OpenAI from a non-profit to a for-profit enterprise. Musk is seeking removal of Altman and Brockman from their positions, undoing of the for-profit restructuring, and $134 billion in damages to be redistributed to OpenAI’s non-profit arm.

Text messages and emails shown in court revealed that in 2017, Musk was working to poach top talent from OpenAI while still on its board.

Musk stopped making regular donations to OpenAI as it considered starting a for-profit arm. In August 2017, Zilis referenced a Musk "funding freeze" to Sam Teller, noting $5 million in funding for the quarter was on hold. In February 2018, Musk told Zilis he planned to actively try to move three or four people from OpenAI to Tesla.

Musk approached Andrej Karpathy first about joining Tesla, Zilis testified. After an OpenAI lawyer showed Zilis text messages celebrating Musk's offer to Karpathy and his acceptance, she conceded that Musk approached Karpathy first. Musk considered creating an AI lab within Tesla that would compete directly with OpenAI and Google’s DeepMind, according to Zilis emails.

The planned Tesla AI lab never materialized, Zilis testified. Instead, Musk started xAI in 2023. He merged xAI with SpaceX earlier this year. Musk said on Wednesday that xAI is now known as SpacexAI.

On Feb. " Zilis signed a non-disclosure agreement with Musk about his sperm donation and agreed on complete confidentiality, partly to protect the children from security risks associated with Musk. Rosie Campbell, who worked at OpenAI as an artificial intelligence safety researcher from 2021 to 2024, testified that when she began at OpenAI there were two teams dedicated to long-term AI safety.

Both long-term AI safety teams at OpenAI were eventually eliminated. About half of Campbell’s team left OpenAI rather than take another job at the company. Campbell signed the letter calling for Sam Altman’s reinstatement after his 2023 ouster because she feared OpenAI employees would end up at Microsoft.

Campbell stated that xAI likely had an inferior approach to safety than OpenAI. Tasha McCauley, who was part of the OpenAI board that ousted Sam Altman, testified that Altman fostered a "culture of lying and culture of deceit" that caused "chaos" and "crisis" every few months.

Altman wrongly said that OpenAI’s legal department told him GPT-4-Turbo did not need to be reviewed by the internal safety board before its launch in India, McCauley said.

Ilya Sutskever sent an email to the board containing dozens of pages of examples of chaotic events or lies attributed to Altman. " David Schizer, former Columbia Law School dean, testified as an expert witness on nonprofit governance for Musk. Schizer testified that a CEO withholding information from the board about launching products without safety review is a big problem and inconsistent with nonprofit custom and practice.