After Microsoft invested $10 billion in OpenAI in early 2023, Elon Musk said in a social media post that OpenAI is “control effectively” from the tech giant.
Shivon Zilis, a Mr. Musk confidant who spent years working for his companies and approved the Microsoft deal as an OpenAI board member, disagreed.
“You’re naive,” he told her.
Ms. Zilis, who is also the mother of Mr. Musk’s four children, described her private conversation with the world’s richest man during testimony Wednesday in a landmark lawsuit in federal court in Oakland, California, that pits Mr. Musk against OpenAI and its CEO, Sam Altman.
Mr Musk sued OpenAI two years ago, accusing the AI company of breaching its founding agreement by prioritizing commercial profit over the public good. In 2015, he founded OpenAI as a non-profit organization with Mr. Altman and a group of AI researchers. But after a power struggle with Mr. Altman, Mr. Musk quit.
Mr. Altman and the other founders later turned the AI lab into a for-profit company and began raising billions of dollars from Microsoft and other investors. Now Mr. Musk is seeking $150 billion in damages and an injunction that would derail the profitable company that OpenAI created. He also wants to remove Mr. Altman from OpenAI’s board.
Ms. Zilis had a unique perspective on the years-long battle between Mr. Musk and Mr. Altman. She began working for OpenAI as a consultant in 2016, befriended Mr. Altman and OpenAI President Greg Brockman, according to her testimony, and had a romantic relationship with Mr. Musk around the same time.
Ms. Zilis worked as Mr. Musk’s de facto chief of staff, Mr. Musk said during his own testimony last week. Ms Zilis on Wednesday denied that was her role, but said she had worked for three of his businesses: OpenAI, electric car maker Tesla and Neuralink, which makes brain implants.
OpenAI lawyers tried to paint Ms. Zilis as Mr. Musk’s insider at OpenAI. Mr. Musk is said to have always been aware of what was going on in the AI lab — in fact, Ms. Zilis kept him well informed — but didn’t sue until OpenAI hit the ChatGPT chatbot.
After Mr. Musk left OpenAI in 2018, Mr. Musk apparently wanted her to stay on the board so she could keep him informed about her work, according to evidence in the lawsuit. He also discussed with its OpenAI poaching staff for Tesla.
“Would you prefer me to stay close and friendly with OpenAI to track information, or start disconnecting? The Trust game is about to get tricky, so any guidance on how to get it right would be appreciated,” she said in a text message to Mr Musk.
“Close and friendly, but we’re actually going to try to move three or four people from OpenAI to Tesla,” Mr Musk replied.
OpenAI’s president, Greg Brockman, said in testimony Tuesday that when Ms. Zilis joined OpenAI’s board, many people at the company were wary of her. But he said he trusted her to keep her work with Mr. Musk separate from her involvement with OpenAI.
While Ms. Zilis served on the board, she told Mr. Brockman that she was pregnant but did not tell him that Mr. Musk was the father, Mr. Brockman said. He learned Mr. Musk was the father from newspaper articles, he said.
When Mr Brockman questioned Ms Zilis about the stories, he said she told him she had conceived through in vitro fertilization and that her relationship with Mr Musk was platonic.
Ms. Zilis said Wednesday that she had a romantic relationship with Mr. Musk that lasted at least a decade. But she said during her testimony that she did not disclose that Mr. Musk was the father of her children until a Business Insider reporter contacted her to say the publication was about to publish a story naming him as the father.
Ms. Zilis was comfortable with the $10 billion OpenAI deal with Microsoft while she was still on the board. But she said she became more concerned about OpenAI’s partnership with Microsoft after she left the board in 2023 and after speaking with Mr. Musk.
Her concerns escalated after OpenAI’s board fired Mr. Altman in late 2023, and Microsoft helped him get his job back five days later. It concluded that the non-profit organization no longer had control over the for-profit company. “I remember being scared,” she said. “After the ouster happened, everything that we and the nonprofit had put together over so many years lost its teeth and it was unable to fulfill its role.”
Sarah Eddy, a lawyer for OpenAI, showed a document Ms. Zillis wrote in 2017 in which she helped plan the move at Tesla, saying the electric car company planned to compete with the world’s leading artificial intelligence companies. OpenAI’s legal team has repeatedly argued that Mr. Musk sought to compete with OpenAI through his own for-profit companies.
Mr. Musk admitted during his own testimony that he tried to put OpenAI into Tesla that same year.
Before Ms. Zilis took the stand, the court heard video testimony from Mira Murati, who joined OpenAI in 2018 and served as its chief technology officer from 2022 until the end of 2024. Her testimony focused on the weeks before and after Mr. Altman was briefly fired.
Before Mr. Altman was fired, she told him that she did not fully trust him because he was not always honest with her and that he sometimes undermined her role as a key manager. “It was completely driving related,” she said. “I asked Sam to lead clearly and not undermine my work.
She also criticized the OpenAI board for the way it handled Mr. Altman’s firing. She said the board had not been transparent about the reasons for Mr. Altman’s removal and that she did not understand the implications. “They were not prepared for the transition and stabilization of the company,” Murati said.
(The New York Times has sued OpenAI and Microsoft, alleging copyright infringement of news content related to AI systems. Both companies have denied the suit’s claims.)
