Tech CEOs used to fear their boards. No more
The colorful CEO of Automattic, which controls WordPress, was forced out last Thursday by his board of directors, which put him on a leave of absence. He used his system access to remove the accounts of the acting CEO and others β an action that could get most employees fired. Instead, he was fully reinstated to CEO a couple of days later.
Itβs not hard to compare this to the saga at OpenAI almost three years ago when an eerily similar series of events happened. The board fired the CEO for having repeatedly lied to it. Within a few days, the board reversed itself.Β
A weaker historical comparison is with Steve Jobs, who was ousted from his Apple CEO role, only to later return. But Jobs at least had the decency to wait a few years while he created and ran NeXT.
To be fair, boards have often been criticized for being puppets of the CEO, who often have a lot to say about who serves on the board. But that criticism doesnβt hold for the first OpenAI board nor for the initial Automattic board.
Some years ago, I was involved with a VC-funded startup, and we were at the stage of forming a board of directors. I was talking with the person who was to be the board chair and he needed candidates for board secretary, which is typically an attorney. That role is supposed to be a lawyer who cares about the board, as opposed to the companyβs general counsel, who reports into the CEO and only cares about the company.Β
The chair said that we need someone who is trustworthy. I had the perfect candidate in mind, until I probed deeper and found that there is a vast chasm between βtrustworthyβ and βsomeone we can trust.βΒ
I envisioned someone who was honest and had integrity, someone who would take their duties seriously and would tell the board the truth regardless of the implications. That turned out to be precisely what the chair did not want.Β
He wanted someone who would vote with us regardless of their legal opinion. He didnβt actually want trustworthy. He wanted blind unconditional loyalty. (That business, thank goodness, never ended up launching.)Β
But that seems to be what CEOs now want, which undermines the entire point of having an independent board. Other than deciding whether to accept an acquisition offer, the most important decision of any tech board is the hiring β and firing β of the CEO.Β
What does it say when a board makes that decision for what it seems to be a legitimate business reason β and then reverses itself within a couple of days?Β
In the case of Automattic, it is not a good look. The board said absolutely nothing about why it forced the CEO out, which made its reversal over the weekend even more perplexing.Β
When Automattic emailed reporters on Thursday to announce that the CEO had been ousted, the messages were cryptic: βMatt Mullenweg is currently on leave from Automattic. Mark Davies, Automatticβs CFO, will lead the company as interim CEO. The Board has full confidence in Markβs leadership and in the teamβs ability to execute against the companyβs priorities.β
The next we heard was an equally cryptic message sent Saturday afternoon: βMatt Mullenweg is the chairman and CEO of Automattic, with full support of the board, and if you search online you can see many top executives and Automatticians supporting him as well.β
Huh? We then asked for clarification of what happened and why. At 2:26 AM Eastern on Sunday, the media team emailed: βMatt and Automatticβs leadership team have great respect for everyone involved. While we canβt comment on specific individuals, weβre thankful for their contributions to Automattic and its mission, and we remain excited about whatβs ahead with Matt at the helm. Matt was away for only 33 hours and 20 minutes β weβre now back to work.β
My proposal: A boardβs decision to hire or terminate a CEO should be defended with public specifics. And so should a hiring decision. Or, in this case, a reversal of a mandatory leave of absence decision.Β
If the board is going to take the extreme step of relieving the CEO, it should be required to say why. In some situations, it may need to be vague (as in βpersonnel situation involving a substantiated sexual assaultβ), but the board needs to give some kind of reason. That should happen so at the very least, a reversal is also explained.Β
Further reading:
- Automattic CEO Matt Mullenweg is out: Does this mean long-term viability, or liability, for WordPress customers?
- Matt Mullenweg: WordPress developer hours cutback may or may not slow innovation
- WordPress.org statement threatens possible shutdown for all of 2025
- About that brawl between the WordPress co-founder and WP Engineβ¦
- One-twelfth of Automattic staff leave over WordPress-WP Engine spat
- Things get nasty in lawsuit between WordPress.org and WP Engine
