Anthropic Long-Term Benefit Trust: Trustees and Control

Anthropic’s Long-Term Benefit Trust (LTBT) is a Delaware noncharitable purpose trust that holds the company’s only Class T share. That share has essentially no economic rights. Its job is to elect and remove a board majority, while a separate founder vehicle controls most other shareholder votes. The structure has already been rewritten once for the IPO, and the override path is harder than the 2023 blog post implied—but it is not trustee-proof.

What the trust is, and what Class T actually is

The LTBT is not a stockholder in the ordinary sense. Under the Amended and Restated Trust Agreement filed with the S-1, it is a Delaware noncharitable purpose trust under 12 Del. C. § 3556. It has no beneficiaries. Its only purpose is to use the Class T share and related contractual rights so that Anthropic “responsibly balances” stockholder pecuniary interests, people materially affected by the company’s conduct, and “the responsible development and maintenance of advanced AI for the long-term benefit of humanity”—the same public-benefit purpose in the certificate of incorporation. [1] [2]

Anthropic created an earlier “Long-Term Benefit Committee” in its 2021 Series A documents, then replaced it. The current trust agreement is effective June 29, 2023. Class T was added to the charter at the Series C close. Anthropic described that publicly on September 19, 2023: five financially disinterested trustees, a growing right to elect and remove directors, and a majority of the board “within 4 years,” plus notice rights on actions that could significantly alter the company. [3]

Class T’s economics are deliberately empty. The S-1 capital-structure table says Class T has no dividend rights, is entitled only to par value in liquidation, does not vote on matters submitted to stockholders generally, and can be transferred only with approval of the “Trust Amendment Threshold.” It is also redeemable by the company for no consideration on specified events. A September 2026 charter amendment reverse-split outstanding Class T stock 1,000-for-1 into a single share; the post-IPO certificate authorizes exactly one Class T share. [2] [4] [5] The September 17, 2026 date for that reverse split is reported from the S-1 by secondary coverage; the amendment exhibit itself describes the split but the date was not independently extracted here.

The trust may not hold any other Anthropic securities. An institutional Administrative Trustee—The Bryn Mawr Trust Company of Delaware, on the signature page of the filed trust agreement—handles administration. Voting power sits with the Voting Trustees, who must be natural persons. [1] [6]

Who the trustees are, and how they turn over

Five Voting Trustee seats are authorized. Terms run until the next annual stockholder meeting, with no term limit; incumbents are reappointed by a majority of the other trustees then in office. New trustees are appointed by a majority of trustees then in office, after at least 30 days’ notice to the board’s Nominating Committee (unless waived). If the voting-trustee office is empty, 80% of the Whole Board can appoint a trustee. [1]

Removal is internal, with a narrow court backstop. A trustee can be removed with or without cause by a majority of the five authorized seats, or by unanimous approval of the other trustees then in office plus Nominating Committee approval, in each case after 30 days’ notice to that committee. The Delaware Court of Chancery can remove a trustee only on petition by an “Enforcer,” and only for a defined list (felony or dishonesty offenses, incapacity, addictive substance abuse that interferes with duties, willful misconduct, fraud, gross abuse of office, or a material confidentiality breach). Enforcers are a Voting Trustee, the company, the Class F holder, or a person or group that has held at least 10% of non-trust voting power for a continuous year. The public, as such, cannot enforce the trust. [1]

Conflicts are restricted but not absolute. A material pecuniary interest in Anthropic, a material competitor, a material counterparty, or an adverse party must be disclosed and approved by both the Nominating Committee and a majority of non-conflicted trustees. Trustee pay is cash only, fixed annually by the trustees, and may not vary with company profits or with any company action. [1] Secondary accounts of the S-1 say each trustee is paid $400,000 a year, with an extra $25,000 for the chair, and that Anthropic paid the trust $2.72 million in 2023, nothing in 2024, $906,089 in 2025, and $8,425,213 in the first nine months of 2026. Those dollar figures are widely reported from the S-1; they were not independently extracted from the S-1 HTML retrieved for this review, so treat them as reported, not re-verified here. [7] [8]

Roster, from Anthropic’s own announcements plus later reporting:

• Initial five, announced September 19, 2023, chosen by the board after a year-long search: Neil “Buddy” Shah (chair; Clinton Health Access Initiative), Jason Matheny (then RAND CEO), Kanika Bahl (Evidence Action), Paul Christiano (Alignment Research Center), Zach Robinson (then interim CEO of Effective Ventures US). Future trustees were to be elected by the trustees. [3]
• A mirrored capture of that same Anthropic page includes a footnote that Matheny stepped down in December 2023 over potential RAND conflicts and Christiano stepped down in April 2024 to lead AI safety at the U.S. AI Safety Institute. That footnote did not appear in the live-page extract retrieved here, so the dates are confirmed only via that capture and later secondary accounts, not by a fresh read of the live post.
• Richard Fontaine (Center for a New American Security) was announced June 7, 2025. Anthropic said new trustees are selected by existing trustees “in consultation with Anthropic” and hold no financial stake. Secondary S-1 summaries date his start to April 2025; the public announcement is June 2025. [9]
• January 21, 2026: Mariano-Florentino Cuéllar appointed; Bahl and Robinson “concluded their terms.” Shah credited them with helping appoint directors including Jay Kreps and Reed Hastings. [10]
• July 9, 2026 announcement: Ben Bernanke joined, alongside Shah, Fontaine, and Cuéllar. Anthropic again said trustees hold no equity, do not share profits, and are compensated only for time and service, and that new trustees are selected by existing ones in consultation with the company. Secondary S-1 summaries date his start to June 2026. [11]
• August 4, 2026: Cuéllar left the trust to become Anthropic’s first chief global affairs officer, reporting to Daniela Amodei. Reuters reported the trust would seek a successor. [12]
• October 21, 2026: Harvard physicist Christopher Stubbs appointed. CNBC listed the trust as Stubbs, Bernanke, Shah, and Fontaine. [13]

As of the October 26, 2026 S-1, secondary accounts that quote the filing say four of five seats are filled—Shah (chair, since June 2023), Fontaine, Bernanke, and Stubbs—with one vacant, and that “in practice” trustees and executives have collaborated on sourcing candidates. That vacancy and the “in practice” sentence are reported from the S-1, not re-extracted from the HTML text retrieved here. [8] [14]

The composition has shifted away from the 2023 AI-safety and effective-altruism cluster (Christiano, Robinson, Bahl, Matheny) toward public-health, national-security, macroeconomic, and scientific generalists. Only Shah remains from the founding slate.

How board power phases in, and what changed

The 2023 public description was a phase-in: Class T would elect a rising number of directors on time- and funding-based milestones, and a majority within four years. A Series C investor seat was added at the same time so later investors would keep a direct board voice. [3]

The pre-IPO restated certificate filed as an S-1 exhibit makes the schedule concrete:

• Before the First Phase-In Date (September 6, 2023): four directors, none elected by Class T.
• First Phase-In until the Second: five directors; Class T elects one.
• Second Phase-In until the Final: five directors; Class T elects two. Second Phase-In is the earlier of May 24, 2026, or four months after the board determines the company has raised $5 billion in “Total Funds Raised.”
• Final Phase-In until February 11, 2026: five directors; Class T elects three. Final Phase-In is the earlier of May 24, 2027, or eight months after $6 billion raised.
• From February 11, 2026: the authorized board is fixed at seven. Class T elects four; voting preferred elects one; voting common elects two. [15]

That February 2026 rewrite is the main structural change versus the 2023 design. Class T’s share went from a phased 1-of-5, then 2-of-5, then 3-of-5, to a hard 4-of-7, and the old “within four years / by May 2027” calendar majority was overtaken by a larger board in which Class T already holds four seats. Anthropic’s own April 14, 2026 announcement said that with Vas Narasimhan’s trust appointment, trust-appointed directors were a majority of the board, then listing seven directors: Dario Amodei, Daniela Amodei, Yasmin Razavi, Jay Kreps, Reed Hastings, Chris Liddell, and Narasimhan. [16]

The IPO charter, filed as Exhibit 3.3, replaces the milestone table with a standing rule: while Class T is outstanding, its holder elects “the smallest number of directors that constitutes a majority” of the authorized board, and the authorized number must be an odd number. The balance—“At-Large Directors”—is elected by Class A and Class F voting together. Class F, a single share to be issued to Founder LLC (the seven co-founders) immediately before the IPO, carries 50.1% of voting power on matters submitted to stockholders generally, including election of the non-Class T directors, and has no economic rights. Together, the trust and Founder LLC can elect the entire board. [5] [2]

The S-1 states that Class T directors “constitute a majority of our board of directors,” that the LTBT does not run day-to-day strategy, and that because the trust can elect a board majority Anthropic is a Nasdaq “controlled company.” It expects to use that exemption only for the nominating and corporate governance committee, which will not be fully independent. [2]

Post-offering seat math reported from the S-1, and consistent with the charter’s “smallest majority” rule on a seven-seat board: four Class T seats and three At-Large seats. Secondary accounts name the initial Class T directors as Reed Hastings, Vas Narasimhan, and Christopher Liddell, with one Class T vacancy, and the At-Large directors as Dario Amodei, Daniela Amodei, and Yasmin Razavi. TechCrunch’s October 27, 2026 account of the filing matches that board list and notes one board vacancy; it does not include Jay Kreps, who was on the April 2026 Anthropic list. Kreps’s departure is inferred from those two public lists, not from an Anthropic announcement retrieved here. [8] [14] [16]

After the Class F sunset—when no Class F share remains, or 450 days after Founder LLC has had fewer than three “Qualifying Members” for 90 consecutive days—the board splits into three staggered classes with three-year terms, allocated so each class has a proportionate mix of Class T and At-Large directors. Reuters reported that design as Anthropic’s plan for the period after the founders’ supervoting share is gone. [5] [17]

The one-seat brake, and the override

The majority is real, but one of the four Class T seats is not a clean trustee appointment. The post-IPO certificate designates one Class T director as the “Specified Class T Director.” A stockholders’-agreement exhibit filed with the S-1 designates Chris Liddell in that seat. Nominating him, removing him without cause, or changing who holds that designation requires either prior approval of the Nominating Committee or, if the committee does not approve within 15 days, a “Requisite Class E Vote.” The committee is three directors: one Class T director and two At-Large directors. Class E is a post-IPO employee class, excluding co-founders, with no economic rights and a vote only on specified matters. After the Class F sunset, the special consent rules for that seat fall away. Removal for cause is available as provided by law and is not subject to this brake. [5] [18]

The Wall Street Journal’s reading of the filing is that this one seat is the trust’s entire margin on a 4–3 board, and that the initial nominating committee is Daniela Amodei, Reed Hastings, and Yasmin Razavi. That committee composition is reported, not confirmed in a primary extract retrieved here. The mechanism itself is in the certificate. [19]

The 2023 post said most changes would be made by agreement of the trustees and the board, or the trustees and other stockholders, but that “failsafe” supermajorities could change the trust and its powers without trustee consent, with the required supermajority rising as the trust’s power phased in. [3] The IPO documents replace that vague failsafe with a defined Trust Amendment Threshold. Any of the following works, each required class voting separately: [5]

1. At any time: 80% of the Whole Board and the Class T holder (the trust itself).
2. Until the earlier of the Class F sunset or the third anniversary of the IPO close: the Class F holder, plus a Class E vote (majority of votes cast, 40% quorum), plus a majority of Class A votes cast (majority-of-outstanding quorum).
3. Until the Class F sunset: the Class F holder, plus a higher Class E vote (at least 75% of votes cast, majority quorum), plus the same Class A majority-of-votes-cast.
4. After the Class F sunset: 85% of outstanding Class A shares.

Class T can be transferred only with that threshold’s approval. A Voting Request approved by persons representing the Trust Amendment Threshold can instruct the trust how to vote or exercise Class T rights, including amending the trust agreement—but it may not designate specific individuals who must be elected as Class T directors. Before the Class F sunset, trustees also may not amend the trust agreement unless the Trust Amendment Threshold approves. [18]

The Wall Street Journal summarized the no-consent path as, for three years, unanimous founder approval plus a majority of employee shares voted plus a majority of Class A shares voted; then two-thirds of founders, three-quarters of employee shares voted, and a majority of Class A; and, once founder special powers are gone, 85% of Class A outstanding. The 85% figure and the employee-vote structure match the certificate. “Unanimous” and “two-thirds of founders” do not appear in the certificate text retrieved here, which requires the Class F holder as such. Those founder-internal percentages are reported, and may reflect the Founder LLC agreement, which was not reviewed. [20]

If Class T disappears, a “Class T Sunset Time” occurs. Sitting Class T directors’ terms expire immediately unless the At-Large directors have already approved otherwise, and thereafter all directors are elected by the Electing Holders—Class A and Class F together while Class F exists. The S-1, as reported by Reuters, says the point of these contingencies is to “preserve long-term flexibility if circumstances change,” and that directors would still be bound by the public-benefit provisions even if Class T passed to someone not bound by the mission. [5] [17]

Inside the trust, ordinary use of the Class T vote requires a majority of voting trustees then in office, and cannot be exercised if fewer than three voting trustees have been in office for more than 90 days. “Specified Matters”—certain charter and stockholders’-agreement provisions—require 80% of voting trustees then in office, or a Voting Request. [1]

What this means in practice

The trust’s power is board composition, not management. It does not set strategy, fire the CEO directly, or own the economics. It picks (and can remove) a majority of directors, receives contractual information and advice rights, and, under Anthropic’s Responsible Scaling Policy updates, has been given a formal role in external review of risk reports. The RSP change is a policy grant, not a charter power. [2] [21]

Three design choices matter more than the “independent majority” headline. First, one of the four seats can be blocked by a committee that includes two non-trust directors, with employees as the tie-break, until the founders’ Class F share sunsets. Second, founders still elect the other three directors and hold 50.1% of the general stockholder vote, so ordinary shareholders do not choose the board while both vehicles exist. Third, the trust can be instructed, amended, or stripped without trustee consent, but only through stacked supermajorities that get harder after year three and harder still after Class F is gone. The 2023 experiment was built to be difficult to unwind and possible to correct. The IPO documents keep both features, and make the correction path explicit.

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Recent Findings Supplement (November 2026)

Anthropic filed its S-1 registration statement on October 26, 2026 (with an amendment on November 2), providing the most detailed primary disclosure to date on the Long-Term Benefit Trust (LTBT) structure ahead of its planned Nasdaq IPO under ticker ANT.[1][2]

This filing, along with contemporaneous trustee appointments and related exhibits (including the Amended and Restated Trust Agreement), constitutes the key recent developments since May 2026. Earlier details (e.g., general removal thresholds around 85% shareholder support) were largely unconfirmed reporting; the S-1 supplies precise mechanics.[3][2]

Trustees and Recent Appointments (2026)

As of the October 2026 S-1, the LTBT has four named trustees out of five authorized seats (one vacant):
- Chair: Dr. Neil “Buddy” Shah (CEO of Clinton Health Access Initiative; chair since June 2023).
- Richard Fontaine (joined April 2025; national security expert).
- Ben Bernanke (former Federal Reserve Chair; joined June 2026).
- Christopher Stubbs (Harvard experimental physicist and former dean of science; joined October 2026, first physicist on the trust; announced October 21, 2026).[1][4]

New data: Anthropic pays each trustee $400,000 annually in cash (fixed by the trustees, independent of company performance or profits); the chair receives an additional $25,000. The company funded the trust with $8.43 million in the nine months ended September 30, 2026 (vs. $906,089 for all of 2025), covering operations and compensation. Trustees hold no Anthropic equity or economic interest.[1][2]

Trustees are selected by majority vote of those in office (in consultation with the company in practice) and can be removed by majority of all authorized trustees or by unanimous vote of the others plus nominating/governance committee approval after notice. The trust is a Delaware noncharitable purpose trust with an administrative trustee (Bryn Mawr Trust Company of Delaware).[2][5]

Class T Stock, Board Election Power, and Structure

The LTBT holds the single outstanding share of Class T common stock (post a 1-for-1,000 reverse split effective September 17, 2026, as part of charter amendments). Class T carries no economic rights (no dividends, liquidation preference, or general voting) but generally grants exclusive authority to elect and remove the Class T directors, who constitute a majority (4 of 7) of the post-IPO board.[6][5]

Initial Class T directors (per S-1): Reed Hastings, Vas Narasimhan, Christopher Liddell, and one vacancy. The remaining three (At-Large) directors are elected by Class A and Class F shares voting together (initially including Dario Amodei, Daniela Amodei, and Yasmin Razavi). The LTBT also receives advance notice of certain major actions and advises on AI risks/societal impacts but has no day-to-day management role.[5][7]

Anthropic qualifies as a “controlled company” under Nasdaq rules due to the LTBT’s board majority power and plans to rely on the exemption only for its nominating/governance committee.[2]

Amendment, Override, and Sunset Provisions (Newly Detailed in S-1)

The S-1 outlines the “Trust Amendment Threshold” for changing LTBT terms, Class T rights, or related charter provisions—far more specific than prior reports:
- If trustees support the change: Requires 80% of the authorized board and 80% of trustees in office.
- If trustees oppose (while Class F exists): First three years post-IPO requires unanimous approval of continuing founders (via Class F), plus majority of Class E (employee) votes cast (with 40% quorum), plus majority of Class A votes cast. Later: 66⅔% of continuing founders, 75% of Class E votes cast, plus majority of Class A.
- After Class F sunsets (10 years post-IPO or if fewer than three continuing founders remain for 90 days): 85% of outstanding Class A shares.[3][2]

Class T itself can only be transferred with amendment-threshold approval. The structure includes employee (Class E) voting rights on certain LTBT-related nominations (e.g., one “Specified Class T Director” requires nominating committee concurrence or employee vote) and other checks.[8]

Note on provenance: Core structural elements (Class T mechanics, board split, purpose, trustee pay/funding, amendment thresholds, reverse split) are confirmed in the S-1 and Trust Agreement exhibit. Pre-filing reports on exact override percentages or trustee mechanics were secondary and are now superseded or refined by primary documents. No major changes to the trust’s core design were announced between May and October 2026 beyond trustee additions and the S-1 disclosures.[9]

These filings represent the primary recent updates; the trust remains independent of management/investors while embedding long-term mission oversight alongside founder voting control via Class F (50.1% aggregate vote).