Helen Toner: The OpenAI Board Member Who Voted Out Altman
The 2023 vote to remove Sam Altman, the competing accounts of it, and her case for board oversight of artificial intelligence (AI) companies.
Helen Toner is an Australian researcher who works on artificial intelligence (AI) policy. In November 2023 she voted, with three other OpenAI board members, to remove Sam Altman as chief executive officer (CEO), and she left the board days later. The vote is on the record, but the reasons for it are still disputed. Her current job is at Georgetown's Center for Security and Emerging Technology (CSET).
What Helen Toner Did on the OpenAI Board
On November 17, 2023, Toner and three other board members voted to remove Altman as CEO of OpenAI. Four days later, a deal was reached. Toner, Tasha McCauley and Ilya Sutskever left the board and were replaced by Lawrence Summers and Bret Taylor, and Altman was reinstated as CEO.
The board's stated reason was that Altman was "not consistently candid in his communications" with it. Wikipedia also reports that the board was influenced by perceptions that Altman was manipulating its members for his own gain. Those are two separate claims, and the sources don't say which carried more weight.
Toner's path onto the board began in late 2021, when Holden Karnofsky invited her to replace him on it. Before joining CSET, she worked with GiveWell and Open Philanthropy, researching AI policy.
The episode also raises a question about AI oversight. Toner has argued publicly that a board cannot oversee a company that does not tell it the truth. That argument is the core of her governance view, and it is covered below.
The Competing Accounts of the Ouster
Four sources give accounts of the episode: the board's stated reason, Toner's public account, OpenAI's side, and an independent review. They do not agree on why the board acted.
Toner's Public Account
Toner gave her account on The TED AI Show. Fortune reported her remarks on May 29, 2024, and said the podcast had been published on Tuesday, May 28, 2024. Neither Fortune nor The Register named the show's host, so this page names only the show.
In her telling, Altman's conduct "made it very difficult for the board to actually do that job by withholding information, misrepresenting things that were happening at the company, in some cases outright lying to the board." Wikipedia's summary of the same account says Altman misled the board "on multiple occasions" about existing safety processes.
She also said the board was not told about the launch of ChatGPT in advance. On the podcast she said of the launch in November 2022: "We learned about ChatGPT on Twitter." That is her assertion. No source this page read independently verifies it, and OpenAI has disputed her broader account.
Toner also alleged a direct campaign against her. She said, "The problem was that after the paper came out Sam started lying to other board members in order to try and push me off the board." Wikipedia's summary of her account adds that Altman did not disclose that he owned the OpenAI Startup Fund, a venture fund he made management decisions for. It says he had described himself as "an independent board member with no financial interest in the company."
OpenAI's Side
Bret Taylor, OpenAI's board chair, responded in the closing minutes of the same podcast. He said OpenAI was "disappointed that Ms Toner continues to revisit these issues." He also said the prior board's decision was not based on safety or finances, and that more than 95 percent of employees had asked for Altman's reinstatement.
OpenAI's statement on the episode read: "Our focus remains on moving forward and pursuing OpenAI's mission to ensure AGI benefits all of humanity." Fortune reported that OpenAI did not respond to its request for comment on her claims. Altman has not been quoted in any source this page read responding directly to her May 2024 claims.
Altman's Reported View of the Paper
Wikipedia reports that Altman complained about the paper "Decoding Intentions: Artificial Intelligence and Costly Signals," dated October 1, 2023. He reportedly said it criticized OpenAI's safety efforts while praising Anthropic. He also reportedly said the paper "could cause problems" given the Federal Trade Commission (FTC) investigation into OpenAI's data collection.
What OpenAI's Summary of the WilmerHale Review Said
The law firm WilmerHale conducted the review and reported on March 8, 2024. Fortune reported that the review involved "dozens of interviews" with former board members, executives and advisors, and an examination of 30,000 documents.
According to OpenAI's summary of the review, as reported by Fortune, the board had "broad discretion" to fire Altman, but that "his conduct did not mandate removal." According to that summary, it also described "a breakdown in trust between the prior board and Mr. Altman" that led to the November 17 events. The sources this page read don't include the full report, so these findings come from OpenAI's summary of it, as Fortune reported.
On March 8, 2024, OpenAI named three new board members: Sue Desmond-Hellmann, Nicole Seligman and Fidji Simo. Altman and Greg Brockman officially rejoined the board that day. McCauley, Toner and Sutskever had left it.
Where Helen Toner Works Now
Toner works at Georgetown University's Center for Security and Emerging Technology (CSET). CSET's own staff page lists her as Executive Director, as of October 2026. An April 2026 item on that page calls her Interim Executive Director, which points to an interim period earlier in 2026.
Wikipedia's lead also uses the interim title, while its infobox says "Director of strategy." The title is inconsistent across sources, and it may have changed since October 2026.
CSET lists her focus areas as artificial intelligence, export controls, machine learning, military-civil fusion, and strategy. CSET says she previously served as its Director of Strategy and Foundational Research Grants. Wikipedia dates her appointment as director of strategy to January 2019, and says she became full-time director of strategy and foundational research grants in March 2022.
Her staff page also lists a previous role as Senior Research Analyst at Open Philanthropy, advising on AI policy and strategy. Wikipedia dates her Melbourne B.Sc. in chemical engineering to 2014. It says she attended Georgetown University's Walsh School of Foreign Service from 2019 to 2021 for an M.A. in Security Studies, and graduated in 2021.
In 2018 she spent nine months in Beijing studying Chinese. During that time she was a research affiliate on AI and defense for Oxford's Centre for the Governance of AI. CSET describes the same period as studying China's AI ecosystem.
CSET says she has testified before multiple Congressional committees. Its page lists a May 2025 House Judiciary testimony and a 2019 testimony before the U.S.-China Economic and Security Review Commission.
Money and Financial Interests
The sources this page read don't publish any compensation, equity, consulting income or AI company financial interest for Toner. This page doesn't say she has one, and it doesn't say she has none. No source this page read reports her holding OpenAI equity.
The one grant figure tied to her is a recommendation. In May 2017 she recommended a $1.5 million Open Philanthropy grant to UCLA School of Law. This page did not check who funds CSET, so it does not characterize that funding.
What Helen Toner Argues About AI Governance
She made that governance claim in her account of the OpenAI episode. She also said Altman gave the board "inaccurate information" about OpenAI's formal safety processes, so the board could not judge how well they worked.
Her academic work on AI policy centers on "costly signals," meaning how states and companies can credibly show restraint. Her paper "Decoding Intentions: Artificial Intelligence and Costly Signals" is dated October 1, 2023, and was co-written with Andrew Imbrie and Owen Daniels.
Her published work on U.S.-China competition includes two pieces in Foreign Affairs. The table below lists the three works the sources describe.
| Work | Date | Argument | Co-authors |
|---|---|---|---|
| "Beyond the AI Arms Race: America, China, and the Dangers of Zero-Sum Thinking" (Foreign Affairs) | 2018 | Argues against framing U.S.-China AI competition as zero-sum | Remco Zwetsloot, Jeffrey Ding |
| "The Illusion of China's AI Prowess: Regulating AI Will Not Set America Back in the Technology Race" (Foreign Affairs) | 2023 | Argues that the "we can't regulate or China wins" case is overstated | Jenny Xiao, Jeffrey Ding |
| "Decoding Intentions: Artificial Intelligence and Costly Signals" | October 1, 2023 | Centers on how states and companies can credibly show restraint | Andrew Imbrie, Owen Daniels |
CSET lists a 2026 report of hers titled "When AI Builds AI." CSET also says she has written for several outlets on U.S.-China competition and AI policy.
For the wider U.S. fight over AI rules, see AI regulation and state vs federal AI regulation. For the groups active in the public debate, see who is fighting AI.
Criticism of Helen Toner
The criticism comes from OpenAI's chair and from the review itself. OpenAI's chair disputes her account of the decision. OpenAI's summary of the review goes to the board's judgment as well as its process.
OpenAI's Case Against Her
Bret Taylor said OpenAI was "disappointed that Ms Toner continues to revisit these issues." He said the prior board's decision was not based on safety or finances. He also said more than 95 percent of employees had asked for Altman's reinstatement, so the staff verdict went the other way.
Altman's reported view is also a criticism of her. As reported, he said her paper criticized OpenAI's safety efforts while praising Anthropic. He reportedly said publishing it during the FTC's investigation into OpenAI's data collection could cause problems. On that account, a sitting board member published against her own company at a bad time.
What OpenAI's Summary Points To
The strongest point in OpenAI's summary of the review goes to the board's judgment. The board had broad discretion to act, but Altman's conduct, according to OpenAI's summary of the review, did not mandate removal.
The outcome points the same way. Altman was reinstated within four days, and Toner and two other directors left the board.
What Toner Has Conceded
Toner has partly conceded how the paper was received. She told The Register that press coverage of it was "way overplayed in the press."
What Remains Unsettled
Several points are still open:
- Whether Altman lied to the board is disputed. Toner says he did, OpenAI's summary of the review describes a breakdown in trust, and Taylor says the decision was not about safety or finances.
- Her current title is inconsistent across sources, and it may have changed since October 2026.
- The full WilmerHale report is not in any source this page read.
- Her claim that the board learned about ChatGPT from Twitter is her assertion and is not independently verified.
- No source this page read publishes her compensation or any financial interest.
The sources this page read don't include named critics from the AI governance community, so this section does not quote any. For the wider debate over AI risk, see the AI doomers explainer.
To read the review's findings as Fortune reported them, start with Fortune's March 8, 2024 report. It carries OpenAI's summary of the review, so read it alongside Taylor's public response.
Sources
Frequently asked questions
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