Musk’s Former Ally Emerges as Significant Challenge

As I settled into the courtroom for the Musk v. Altman trial, one question lingered unspoken: What exactly is Shivon Zilis doing?

Zilis, who under oath acknowledged being the mother of four of Elon Musk’s children, has been somewhat elusive about her professional role. Although she dismisses the title “chief of staff,” she confirmed her involvement across Musk’s AI ventures, including Tesla, Neuralink, and OpenAI, since 2017. Their initial meeting at OpenAI led to what she described as a “one-off” romantic encounter before the two became “friends and colleagues.”

Tasked with resolving operational bottlenecks, Zilis claims her workweek stretched to an exhaustive 80 to 100 hours. “It was just bananas,” she remarked. In 2021, while serving on OpenAI’s board, she gave birth to twins fathered by Musk—a fact she concealed until Business Insider revealed court documents identifying Musk as the father.

Zilis recounted that her first call after the news broke was to her father, followed by a conversation with Sam Altman. Greg Brockman, OpenAI’s president, testified he learned of the children from media reports. When he confronted Zilis, she maintained that her relationship with Musk was “platonic” and attributed the children to IVF, which reassured Brockman and allowed her to remain on the board.

On the witness stand, Zilis spoke swiftly and softly, her demeanor unassuming. Her testimony proved significant as she was the only person documenting discussions among Brockman, Altman, Ilya Sutskever, and Musk about the potential creation of a for-profit subsidiary of OpenAI. These notes have emerged as critical evidence in the trial, surpassing even Brockman’s own diary in importance.

The direct testimony aimed to preemptively address anticipated challenges. Zilis revealed her role included advising Altman on Musk’s moods—unintentionally corroborating Brockman’s earlier testimony that he once feared Musk might become physically aggressive—while she firmly denied passing information to Musk.

Look, she and Musk testified they lived together and have a romantic relationship and four kids. She was originally a plaintiff in the suit. She kept her children’s paternity secret from her own father. All of those things would be reason enough to doubt her testimony about thinking OpenAI betrayed its mission during the chaos when Altman was fired by the board. She claimed that Microsoft CEO Satya Nadella said something to the effect of “we are above them, we are below them, we are around them” during that chaotic period as being “terrifying.” (The quote was “We are below them, above them, around them.”)

But the notes are really what did Musk’s case in. Try as she might, Zilis couldn’t explain them away.

There were a lot of ideas batted around in 2017 and 2018. We saw a lot of Zilis’ emails from that period. Notably in one, an option was “switch to for profit in next couple of weeks (woah fast!).” Another email noted that a “complete non-negotiable” for Altman, Brockman and Sutskever “is an ironclad agreement to not have Elon (or anyone) have absolutely [sic] control of AGI they create.” In another she wrote to Musk money manager Jared Birchall, “They say they will not move forward without a guarantee to switch away from him having control. You and I can argue that’s stupid all we want but they are holding firm on it.”

Zilis also knew about Musk halting donations before OpenAI did. On August 20, 2017, she wrote, “Funding freeze: OpenAI is likely to realize this week that their $5M in Q3 is, albeit correctly, on hold. Unsure how this will impact negotiations but wanted to flag it since it’s likely to have a big psychological impact on them if they find out.” Musk told Brockman and Sutskever over a week later, on September 1st, that he’d pulled funding.

There were other machinations:

We had already seen one of her text messages in the docket — the one where Musk leaves the board and she asks him whether she should remain “close and friendly” to continue funneling him information. In her direct testimony, she tried to put that in the context: “They were going through this weird half-breakup,” she said. But in the cross, we found out that she didn’t remember that in her deposition.

“Your long-lost memories have been recovered,” said Sarah Eddy, the OpenAI attorney, in one of the trial’s funnier moments. Sure, Musk’s team objected and the objection was sustained, but we all heard it. In fact, it was one of several times Zilis seemed to have recovered memories she didn’t have at her deposition, memories that — coincidentally I’m sure — happened to be good for Musk’s case.

To be fair, Zilis performed the best under cross examination of anyone we’ve seen so far, but she doesn’t exactly come across as truthful. And there was even more reason to be skeptical of her when we discovered how she left the board, which — according to her deposition — happened “because I picked up a call from Sam and he said, ‘I’ve heard Elon is starting a competitive venture’ and I said, ‘Well if that’s true, this is the time to resign.’”

Mysteriously, she had forgotten that call between the deposition and today. But she did seem to know that Musk was moving on AI when she texted a friend, who was in her phone as “Shahini Rubicon Fluffer.” (Incredible name. Thomas Pynchon will be so jealous.) “Have to resign OpenAI board btw,” she wrote. “E’s effort has become well-known.” Her friend didn’t seem surprised by the revelation. Zilis went on: “When the father of your babies starts a competitive effort and will recruit out of OpenAI there is nothing to be done.”

Zilis added that Musk “proactively apologized that he had pruned my friend network through this.”

Here’s what it added up to, as far as I am concerned: Her primary allegiance was and is to Musk. To believe she didn’t know about xAI, I would have to believe that despite their — at the time — three children and the time he spent with them every week, he never discussed it with her. I don’t believe that. Who would? There’s enough evidence in her meeting notes to suggest she routinely held back information from OpenAI on Musk’s behalf — xAI would be no different. I also don’t believe that she didn’t give Musk information about the Microsoft deals she approved while sitting on OpenAI’s board.

Musk didn’t have a problem converting the whole of OpenAI to a for-profit or kneecapping the charity by recruiting its strongest researchers. He didn’t mind the idea of subsuming it into Tesla in any of a variety of ways. The thing he did mind was not being in control of it. That’s what I took away from Zilis’ texts and emails.

Brockman and the OpenAI board were incredibly naive to allow Zilis to continue working there after learning of her twins’ paternity. But then, maybe no one expected someone so meek to be so devious. She was smart enough not to raise her voice or nitpick obvious questions during her cross-examination, so her bearing read as more trustworthy than anyone we’ve seen yet. It’s just that the overall takeaway from her written communications is that she’s put Musk first in her life. Everyone else — including, apparently, her own father — comes second. So on the stand, you might as well assume she’s saying what Musk wants to hear too.