How Shivon Zilis Worked as an Insider at Elon Musk’s OpenAI

As the first week of trial in Musk v. Altman draws to a close, one individual has emerged as a pivotal behind-the-scenes manager of communications and relationships during OpenAI’s formative years: Shivon Zilis. A long-time associate of Musk and the mother of four of his children, Zilis joined OpenAI as an adviser in 2016. She later took on the role of director on its nonprofit board from 2020 until 2023 and has held executive positions at Musk’s other ventures, Neuralink and Tesla.

When queried about his relationship with Zilis in court, Musk provided multiple descriptions. At one moment, he referred to her as a “chief of staff.” Then, he labeled her a “close adviser.” At another instance, he stated, “we live together, and she’s the mother of four of my children,” although Zilis noted in a deposition that Musk is more of a frequent guest and has his own residence. Last September, Zilis informed OpenAI’s attorneys that she started a romantic relationship with Musk around 2016 after becoming an informal adviser to OpenAI. She mentioned they welcomed their first two children in 2021.

However, OpenAI’s lawyers have argued through witness testimonies and evidence that her most significant role, in relation to this lawsuit, is serving as a covert liaison between OpenAI and Musk, even years after he departed from 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 texted Musk on February 16, 2018, just days prior to OpenAI announcing his exit from the board. Musk replied, “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 questioned about this exchange while on the witness stand, Musk stated he “wanted to know what’s going on.” In the same text thread, Musk remarked, “There is little chance of OpenAI being a serious force if I focus on Tesla AI.” Zilis supported his view, adding, “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, whom Musk has expressed distrust towards regarding the management of 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.”

Approximately two months later, in an email dated April 23, 2018, Zilis briefed Musk on OpenAI’s fundraising efforts and developments regarding a project focused on creating an AI capable of playing video games. In the same correspondence, she mentioned reallocating most of her time away from OpenAI to his other companies, Neuralink and Tesla, but indicated, “If you’d prefer I pull more hours back to OpenAI oversight please let me know.”

Nearly a year earlier, in the summer of 2017, OpenAI’s cofounders had begun discussions on modifying the organization’s corporate structure—Musk sought to maintain control of the company from the outset. In an email dated August 28, 2017, Zilis informed Musk that she had met with OpenAI president Greg Brockman and cofounder Ilya Sutskever to negotiate how equity would be distributed in the new entity. She summarized key points from the meeting, emphasizing that Brockman and Sutskever believed unilateral power over AGI should not rest with one individual, should they develop it. Musk responded to Zilis, “This is very annoying. Please encourage them to go start a company. I’ve had enough.”