Anthropic's Long-Term Benefit Trust Can Elect Four of Seven Directors

Anthropic's Long-Term Benefit Trust (LTBT) is a Delaware noncharitable purpose trust that generally can elect and remove four of Anthropic's seven directors.

At Layer3Labs, we build AI automations for business workflows, and a model provider's board structure is one of the things a team checks before building on that provider.

Anthropic filed its Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 26, 2026.

What the Long-Term Benefit Trust Can Do

The Long-Term Benefit Trust holds all shares of Anthropic's Class T common stock, giving the body general authority to elect and remove the four Class T directors on a post-offering board of seven members. According to the Anthropic Form S-1, Anthropic is incorporated as a Delaware public benefit corporation (PBC). Anthropic's specific public benefit purpose is defined as "the responsible development and maintenance of advanced AI for the long-term benefit of humanity," referred to in corporate filings as the Company Purpose.

The Trust was established under Delaware law through the Long-Term Benefit Trust Amended and Restated Trust Agreement. This legal vehicle is intended to ensure Anthropic balances three distinct commitments: the pecuniary interests of stockholders, the best interests of those materially affected by Anthropic's conduct, and the Company Purpose. Class T common stock has no economic rights. Through this structure, the Trust generally elects and removes four of the seven directors: the initial Class T directors will be Reed Hastings, Vas Narasimhan, and Christopher Liddell, with one vacancy. Class A and Class F common stock, voting together, elect the remaining three directors, who will initially be Dario Amodei, Daniela Amodei, and Yasmin Razavi.

Neither the Trust nor the Trustees have decision-making authority in the day-to-day management or strategy setting of Anthropic. The Form S-1 explicitly states that decisions regarding Anthropic's business and affairs are made by the board of directors, not the Trust or its Trustees. The role of the Trustees is to elect directors equipped to balance public benefit and financial objectives, and to provide advice and guidance to management. Certain actions such as a merger, consolidation or sale of all or substantially all assets require board approval under Delaware law, a majority of whom are elected by the LTBT.

A procedural limitation applies to the seat designated as the Specified Class T Director. Christopher Liddell will serve as the Specified Class T Director. The Trust must give the board's Nominating and Governance Committee (NGC) at least 30 days' notice before nominating or removing a Class T director. The NGC can waive the notice. For the Specified Class T Director seat, the Trust's ability to nominate, to remove without cause, or to change the designation is subject to the NGC's concurrence. If the NGC does not concur within 15 days of receiving notice, the matter goes to a vote of Class E stockholders unless the LTBT withdraws the notice. Approval requires a majority of votes cast, with a quorum of a majority of outstanding Class E shares. Any Class T director may still be removed for cause without NGC concurrence or Class E approval, with 30 calendar days' notice to the other stockholder and the NGC.

Trustee Roster and Selection Rules

Five Trustees are authorized to govern the Long-Term Benefit Trust. Four seats are filled and one is vacant as of the October 2026 Form S-1 filing. In an earlier September 19, 2023 announcement, Anthropic originally unveiled the Trust with five initial members: Neil Buddy Shah, Jason Matheny, Kanika Bahl, Paul Christiano, and Zach Robinson. That 2023 announcement stated a plan for the Trust to elect a majority of the board within four years. Trust composition subsequently evolved: Jason Matheny departed in December 2023, Paul Christiano left in April 2024, and Kanika Bahl and Zach Robinson stepped down in January 2026. On April 14, 2026, the Trust appointed Vas Narasimhan, CEO of Novartis, to the board of directors. Anthropic said Trust-appointed directors then made up a majority of the board.

The current Trustee roster detailed in the Form S-1 brings together backgrounds in global health, national security, macroeconomics, and academic physics. The active Trustees are:

Dr. Neil "Buddy" Shah serves as Trustee and Chair, having held the role since June 2023. Shah has served as the CEO of the Clinton Health Access Initiative since June 2022. He previously worked as the Managing Director of GiveWell and was the co-founder and CEO of IDinsight. Readers can review his background in our dedicated profile of Neil Buddy Shah.

Richard Fontaine has served as a Trustee since April 2025. He has been the CEO of the Center for a New American Security since February 2019.

Dr. Ben S. Bernanke joined the Trust in June 2026. He served as Chairman of the Board of Governors of the Federal Reserve System from February 2006 to January 2014 and was awarded the Nobel Prize in Economics in 2022.

Dr. Christopher Stubbs joined the Trust in October 2026. Stubbs is the Samuel C. Moncher Professor of Physics and of Astronomy.

Trustees serve annual terms with no limit on the number of consecutive terms they may complete. New Trustees are appointed by a majority vote of the Trustees currently in office. A majority vote of the total authorized Trustees can remove a Trustee. Alternatively, the other serving Trustees can remove one by unanimous vote with the NGC's approval, after 30 days' written notice to the committee. A Delaware Court of Chancery order can also remove a Trustee for disqualifying conduct. In practice to date, the S-1 says, Trustees and Anthropic executives have collaborated closely on sourcing, interviewing and selecting Trustees.

Amending the Trust Agreement

The S-1 sets approval thresholds, which it calls the Trust Amendment Threshold, for amending the terms of the LTBT or the rights of Class T stock.

When the Trustees agree, the amendment needs two approvals: 80% of the authorized board members and 80% of the Trustees then in office.

When Class F common stock remains outstanding and the Trustees do not vote in favor of a change, either of two routes applies.

Until the third anniversary of the initial public offering, an amendment opposed by the Trustees requires unanimous approval of the Continuing Founders acting through Class F stock. It also requires a majority of Class E votes cast, with a 40% quorum. A majority of Class A votes cast, with a majority quorum, is also required.

Alternatively, at any time, an opposed amendment can pass with approval from 66 2/3% of the Continuing Founders, 75% of votes cast by Class E shares (with a majority quorum), and a majority of votes cast by Class A shares.

If no Class F common stock remains outstanding and the Trustees oppose an amendment, the modification requires the affirmative approval of 85% of all outstanding Class A shares. Class T stock can also be redeemed for no consideration when those thresholds are met.

Trustee Compensation and Independence Rules

The S-1 says the LTBT's arrangements are designed to minimize the Trustees' exposure to Anthropic's financial performance. Each Trustee receives $400,000 in annual cash compensation. Neil Buddy Shah receives an additional $25,000 annually for his service as Chair. The Form S-1 explicitly notes that Trustee compensation will not vary with or be conditioned upon the profits or any action or inaction of Anthropic.

The policies of the LTBT prohibit a Trustee from directly purchasing or holding any Anthropic securities.

Anthropic funds the Trust, which is accounted for as a consolidated variable interest entity (VIE) on Anthropic's financial balance sheets. Anthropic paid the Trust $2,716,750 in 2023, $0 in 2024, $906,089 in 2025, and $8,425,213 in the nine months ended September 30, 2026.

The S-1 also discloses a related transaction. In August 2026, Anthropic made a charitable donation of $450,000 to the Center for a New American Security, where Trustee Richard Fontaine serves as CEO. Additionally, Shah will be one of the four initial managers of the Anthropic Public Benefit Fund.

What Trust Governance Means for Teams Building on Claude

The S-1 says neither the LTBT nor the Trustees have decision-making authority in day-to-day management or strategy setting, so the Trust matters to a Claude buyer as a board-control fact.

Anthropic's S-1 risk factors caution potential investors that "the LTBT may have interests that differ from yours, and it may exercise its power in a way with which you disagree or in a way that may be adverse to your interests." Class F stock held by the Founder LLC carries 50.1% of the total voting power on matters submitted to stockholders generally. The LTBT generally elects and removes the four Class T directors. The S-1 says a merger, consolidation or sale of all or substantially all assets requires board approval, a majority of whom are elected by the LTBT. More analysis of these trade-offs is covered in our guide on Anthropic S-1 vendor risks.

For current token costs, review our guide on Claude API pricing. Read the S-1 governance and risk-factor sections and the Claude pricing guide. Then track three variables: whether an amendment passes under the Trust Amendment Threshold, who fills the vacant Trustee seat, and the final IPO terms.