Anthropic imagined an unusual way for its founders to convey their power.
In its IPO filing, Anthropic outlined how seven of its co-founders, who collectively hold 50.1% of the voting power, will be able to create a ranked list of those they would like to inherit their power in the event of their death or incapacity.
What is particularly notable is that while the names would be shared with other LLC members and Anthropic’s nominating committee, they are otherwise contractually confidential and generally nonpublic.
Anthropic CEO Dario Amodei, Anthropic President Daniela Amodei, and the five other LLC members will review and vote on whether to approve the successors proposed by their fellow founders, but the names will likely never be seen by other shareholders. (The agreement permits publication only in specified circumstances, such as a court order or other legal requirement.)
Under the terms of the agreement, first highlighted by Forbes, each member of Founders LLC can name up to 10 potential successors, listed in order of preference. The other members of the LLC must then vote to approve the secret lists.
While succession plans are not unusual, Anthropic’s approach is unusual in how it ranks potential successors. It also highlights how, through Founders LLC, Anthropic executives will be able to maintain control as shareholders begin to contribute post-IPO.
Facebook’s 2012 IPO documents suggested that if Mark Zuckerberg controlled the company at the time of his death, then control could be transferred to someone he designated. (Meta has since changed this plan.) In 2020, Airbnb’s three co-founders agreed to transfer their voting rights to their other co-founders if one of them died or became disabled, but that agreement (which still exists) only lasts for nine months.
The succession plan does not provide for the succession of the CEO. Anthropic’s board of directors would be responsible for appointing such a CEO.
There are also some limits on who Anthropic founders can name on their lists.
Eight of their ten potential successors are subject to eligibility requirements, including that the appointee is a current or former employee of Anthropic or one of its subsidiaries, or has worked for “a 501(c)(3) tax-exempt organization or a national or international organization whose primary purpose is research, education, or the promotion of the public good.” In both cases, the person must have worked there for at least three years.
If the individual worked for Anthropic, they must have served in a specific role, such as a member of the company’s technical staff or internal think tank, or another role approved by the board of directors and a majority of other members. If they worked outside of Anthropic, they must have held a leadership position within the nonprofit. These successors must also be U.S. citizens, have permanent residency, or have valid work authorization.
The other two names, if a founder names the 10 potential successors, are not subject to the eligibility requirements, but they must also receive the required approval.
The succession plan is not eternal.
Under the agreement, a successor member would generally cease to be a member on the 10th anniversary of Anthropic’s IPO. After this period, designated successors may only be admitted in limited circumstances during a transition period.
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