Anthropic has devised an unusual way for its founders to pass on their power.
In its IPO filings, Anthropic outlined how seven of its cofounders, who collectively have 50.1% of voting control, will be able to create a ranked list of who they’d like to inherit their power in the event of their death or incapacitation.
What’s particularly notable is that while the names would be shared with the other LLC members and Anthropic’s Nominating Committee, they are otherwise contractually confidential and generally not public.
Anthropic CEO Dario Amodei, Anthropic President Daniela Amodei, and the five other LLC members will review and vote on whether to approve their fellow founders’ proposed successors, but the names will likely never be seen by other shareholders. (The agreement allows for the publication only in narrow circumstances, such as a court order or other legal requirement.)
Under the agreement, which was first highlighted by Forbes, each member of the Founders LLC may name up to 10 potential successors, ranked in order of preference. The other LLC members 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 underscores how, thanks to the Founders LLC, Anthropic’s leaders will be able to maintain control as shareholders begin to offer input post-IPO.
Facebook’s 2012 IPO paperwork suggested that if Mark Zuckerberg were in control of the company at the time of his death, then control could be transferred to someone he designated. (Meta has since tweaked this plan.) In 2020, Airbnb’s three cofounders agreed to transfer their voting power to their other cofounders if one of them died or became disabled, but that arrangement (which still exists) only lasts for nine months.
The succession plan does not establish CEO succession. Anthropic’s board of directors would handle such a chief executive appointment.
There are also some limitations to who the Anthropic founders can name on their lists.
Eight of their 10 potential successors are subject to eligibility requirements, including that the person named 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 public benefit.” In either case, the person must have worked there for at least three years.
If the person worked for Anthropic, they must have held a specific role, such as a member of the technical staff or the company’s internal think tank, or another role approved by the board and a majority of the other members. If they worked outside Anthropic, they must have held a senior role at the nonprofit. These successors must also be US citizens, have permanent residency, or have valid work authorization.
The other two names, if a founder names all 10 potential successors, are not subject to the eligibility requirements, but they must also receive the required approval.
The succession plan doesn’t last forever.
Under the agreement, a successor member generally would cease to be a member on the 10th anniversary of Anthropic’s IPO. After that point, successor designees may be admitted only in limited circumstances during a transition period.
