Musk wanted OpenAI absorbed into Tesla, offered Altman a board seat, trial testimony reveals
Elon Musk offered Sam Altman a seat on Tesla's board as part of a push to absorb OpenAI into the electric car company, according to testimony Wednesday from Shivon Zilis, the former OpenAI board member and mother of four of Musk's children.
Zilis took the stand in Oakland federal court as the second week of Musk's lawsuit against Altman and OpenAI wound down. She described a 2017-2018 period when Musk, still on OpenAI's board, pushed for the nonprofit to join Tesla and dangled a board seat to Altman. The idea was one of many "ad nauseam" discussions about corporate structure, Zilis said, as the founders debated how to raise capital for the AI startup's exploding compute needs.
"There were lots and lots of arguments about all of the different possible structures put in place at that time," Zilis testified. When it became clear in early 2018 that OpenAI would not join Tesla, Zilis texted Musk asking whether he wanted her to stay close with the team or take distance. "Close and friendly but we are going to actively try to move three or four people from OpenAI to Tesla," Musk replied, according to evidence shown in court.
"More than that will join over time but we won't actively recruit them." The exchange contradicted Musk's earlier testimony that he wasn't actively luring OpenAI employees to Tesla. Zilis conceded under questioning from an OpenAI lawyer that Musk approached Andrej Karpathy first about leaving OpenAI for Tesla's Autopilot division.
Zilis, now a Neuralink executive, served as a liaison between Musk and OpenAI's other co-founders after Musk left the board in February 2018. She texted him that the "trust game is about to get tricky" and asked for guidance on dealing with the relationship. On the stand, she said she wished she had written "trust framework" instead.
Musk sued Altman and Brockman in 2024, alleging they abandoned OpenAI's nonprofit mission when they created a for-profit subsidiary. He is seeking to undo the restructuring and demanding up to $150 billion in damages for OpenAI's nonprofit arm.
OpenAI counters that Musk was always on board with for-profit plans and is suing out of spite after losing a power struggle.
Zilis' personal relationship with Musk became a focus of cross-examination. She testified that Musk offered to donate sperm in 2020 after she decided to have children as a single mother.
"He was encouraging everyone around him at that time to have kids and he'd noticed I did not," she said. The two now have four children together and live together in Austin, Texas, during family time.
She initially kept Musk's paternity confidential, signing a non-disclosure agreement. She disclosed it to Altman in 2022 when Business Insider was about to publish the story.
OpenAI's board voted to let her stay despite the personal entanglements.
Zilis resigned from the board in March 2023 as Musk launched xAI, now rebranded as SpacexAI after merging with SpaceX earlier this year. In a text to a friend at the time, she wrote: "When the father of your babies starts a competitive effort and will recruit out of OpenAI there is nothing to be done." The trial continues Thursday with testimony from David Schizer, a former Columbia Law School dean, called by Musk's team as an expert on nonprofit law. Microsoft CEO Satya Nadella is expected to testify Monday, with former OpenAI chief scientist Ilya Sutskever following.
