How Shivon Zilis Operated as Elon Musk’s OpenAI Insider

LoaderSave StorySave this storyCommentLoaderSave StorySave this storyAs the first week of trial in Musk v. Altman comes to a close, one person has emerged as a critical behind-the-scenes manager of communications and egos in OpenAI’s early years: Shivon Zilis.

A longtime employee of Musk and the mother to four of his children, Zilis joined OpenAI as an adviser in 2016. She later served as a director of its nonprofit board from 2020 until 2023 and has worked as an executive at Musk’s other companies, Neuralink and Tesla.

When asked about the nature of his relationship with Zilis in court, Musk offered several answers. At one point, he called her a “chief of staff.” Later, a “close adviser.” At another point, he said “we live together, and she’s the mother of four of my children,” though Zilis said in a deposition that Musk is more of a regular guest and maintains his own residence. Last September, Zilis told OpenAI’s attorneys that she became romantic with Musk around 2016 after she had become an informal adviser to OpenAI. They had their first two children in 2021, she said.

But OpenAI’s lawyers have made the case in witness testimonies and evidence that her most important role, as it pertains to this lawsuit, is being a covert liaison between OpenAI and Musk, even years after he left the nonprofit’s board in February 2018.

“Do you prefer I stay close and friendly to OpenAI to keep info flowing or begin to disassociate? Trust game is about to get tricky so any guidance for how to do right by you is appreciated,” Zilis wrote in a text message to Musk on February 16, 2018, days before OpenAI announced he was leaving the board. Musk responded, “Close and friendly, but we are going to actively try to move three or four people from OpenAI to Tesla. More than that will join over time, but we won’t actively recruit them.”

When asked about this exchange on the witness stand, Musk said he “wanted to know what’s going on.”

In the same text thread, Musk wrote, “There is little chance of OpenAI being a serious force if I focus on Tesla AI.” Zilis reaffirmed him, saying: “There is very low probability of a good future if someone doesn’t slow Demis down,” referring to Demis Hassabis, the leader of Google DeepMind, who Musk has said he didn’t trust to control a superintelligent AI system. “You don’t realize how much you have an ability to influence him directly or otherwise slow him down. I think you know I’m not a malicious person, but in this case it feels fundamentally irresponsible to not find a way to slow or alter his path.”

Roughly two months later, in an email from April 23, 2018, Zilis updated Musk on OpenAI’s fundraising efforts and progress on a project to develop an AI that could play video games. In the same message, she said she had reallocated most of her time away from OpenAI to his other companies, Neuralink and Tesla, but told him, “If you’d prefer I pull more hours back to OpenAI oversight please let me know.”

Almost a year earlier, in the summer of 2017, OpenAI’s cofounders had started negotiating changes to the organization’s corporate structure—Musk wanted control of the company to start out. In an email from August 28, 2017, Zilis wrote to Musk that she had met with OpenAI president Greg Brockman and cofounder Ilya Sutskever to discuss how equity would be divided up in the new company. She summarized points from the meeting, including that Brockman and Sutskever thought one person shouldn’t have unilateral power over AGI, should they develop it. Musk wrote back to Zilis, “This is very annoying. Please encourage them to go start a company. I’ve had enough.”

The negotiations continued into the fall, and Zilis continued acting as a trusted confidant for both sides. In a September 20, 2017, email thread in which Sutskever told Altman and Musk his reservations about allowing Musk to control OpenAI, Zilis is copied.

Two days later, Zilis wrote to Musk that she had talked with Altman, Brockman, and Sutskever about their commitment to maintaining OpenAI’s nonprofit structure and recapped their perspectives on the matter. Around that time, Zilis also handled operations tasks, such as getting bids for security guards at the office building OpenAI shared with Neuralink, emails show.

Once Musk officially left OpenAI’s board in February 2018, Zilis continued acting as a liaison between him and the organization’s leaders for years. On Wednesday, Musk testified that Zilis never shared any sensitive information about OpenAI with him that she was not authorized to disclose.

While she was telling Musk about what was happening at OpenAI, Zilis was also giving Altman advice about managing his relationship with the Tesla CEO. On October 23, 2022, Altman received an angry text from Musk after he found out that OpenAI was raising new funding from Microsoft at a $20 billion valuation. Altman sent a screenshot of the text to Zilis, asking for advice about how to respond. “Call if you’d like additional context, but overall recommendation is don’t text back immediately,” Zilis said.

This case has brought into focus the striking influence Zilis wielded in OpenAI’s early days, despite being relatively unknown outside of Silicon Valley. The 40-year-old began her career at IBM working on cognitive computing before becoming a founding member of Bloomberg Beta, the venture capital arm of Bloomberg. A former Yale hockey player, she was named to Forbes’ “30 Under 30” list for venture capital in 2015, the year before she began advising OpenAI.

On Thursday, Musk used his likely last chance on the witness stand to implore the jury to concentrate on how Altman and other defendants allegedly fleeced him. He repeated a version of “you just can’t steal a charity” at least five times.

But the first week made clear that Musk didn’t impose any conditions when he donated about $38 million to OpenAI that would prevent it from restructuring into something closer to a for-profit business. He also waited years to file his lawsuit, despite having long expressed concerns that OpenAI was beginning to resemble a standard company. For Musk to get a favorable outcome, the jury and the judge will need to be convinced that he filed his lawsuit in a timely manner and that his donations created a legal promise that has been broken.

Musk told the court that his concerns about OpenAI straying from its mission to do social good with AI escalated over time, and they finally began boiling over around 2023. “Only recently has it been obvious that the charity had been stolen,” he said Thursday. OpenAI’s attorneys questioned him about why his worries seemed to intensify the same year he founded his own AI lab, xAI, as a company rather than a nonprofit. He testified that xAI’s for-profit structure does pose some safety risks to society.

Judge Yvonne Gonzalez Rogers appeared skeptical about the timing when she spoke to Musk’s attorneys before the jury arrived. “It is also ironic that your client, despite these risks, is creating a company that is in the exact space,” she said. “So I suspect that there are plenty of people who don’t want to put the future of humanity in Mr. Musk’s hands.”

The trial has already demanded a significant amount of time from the executives involved. Musk was in the courtroom for roughly 20 hours this week, eating into the 80 to 100 he testified that he typically works. Altman spent roughly 14 hours in court, while Brockman clocked roughly 16 hours. It’s unclear how much time they will spend watching the case going forward, but Brockman is expected to testify as soon as Monday. We’ll be back with you then.

This is an edition of Maxwell Zeff’s Model Behavior newsletter. Read previous newsletters here.

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