Anthropic’s IPO filing leaves Ben Mann, who co-leads its Labs team, out of the founder group that will control the company after it lists. A footnote on page 248 of the S-1 prospectus, filed on 26 October, says Mann is “often referred to as a co-founder”. He is not a member of the Founder LLC, which will hold Anthropic’s single Class F share.
Zara Stone reported the omission for the San Francisco Standard. An Anthropic spokesperson told the Standard that there had been no changes to Mann’s role.
“It’s still fair to refer to him as a cofounder,” the spokesperson said.
What the footnote says
The Class F share carries 50.1% of shareholder voting power, as TNW reported when Anthropic filed for its IPO. Seven co-founders will decide how it votes: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah.
“Mr. Mann is not a member of the Founder LLC nor a Continuing Founder upon the completion of this offering, and accordingly will not participate in determining how our Class F common stock is voted,” the filing says.
The footnote also says he has been part of Anthropic since its founding in January 2021. It adds that the prospectus’s other references to co-founders do not include him.
Mixed messages
On 14 October, Anthropic called him “cofounder Ben Mann” when it opened its Singapore office, the Standard noted. Mann co-leads Anthropic Labs, the company’s experimental arm, with Instagram co-founder Mike Krieger. He helped develop GPT-3 at OpenAI and left in 2021 with the group that went on to found Anthropic. In July, he was among the signatories of an AI insiders’ letter to the US government.
Anthropic has not always counted him, the Standard reported. At a Bloomberg event in 2024, Dario Amodei said the company had seven co-founders. A December 2024 Anthropic video titled “A conversation with our cofounders” featured seven. Mann is also missing from the leadership page Anthropic created in August.
Ann Lipton, a University of Colorado Law School professor who has worked for the SEC, told the Standard that “founder” is not a legal term. She said there could be many harmless explanations, including that Mann did not want a governance role in a public company.
“I don’t necessarily think it means anything nefarious, but it could. I mean, he was there, and now he’s not. We just don’t know why,” Lipton said.
Ranked lists of successors
The seven founders can also choose who inherits their votes, as Anna Tong reported for Forbes. Under the Founder LLC agreement filed with the S-1, each founder may propose a ranked list of up to 10 successors. A list takes effect only once five of the other six founders approve it.
The agreement says each list, and the order of names on it, “shall be strictly confidential”. The board’s nominating and governance committee can ask the founders to reconsider a list. That request is “advisory only”.