Automattic has a new board after failed attempt to put CEO on leave

5 hours ago (techcrunch.com)

Fireship pointed out that the board members gave themselves a generous severance package in the very brief interim, so that was very possibly the whole plan.

  • Bizzare self dealing.

    Vote out dude who has 84% shareholder control.

    Immediately sign yourself a golden parachute deal for 8 million right before getting fired the next day.

    Seems like complete breach of fiduciary duty.

    • Can you tell me where you see Matt has 84% voting control?

      I thought the reporting on this (at least in TechCrunch) was downright bizarre. The only thing that ever mattered was who had voting control, and I couldn't see anywhere that this was reported in TechCrunch. I can't even fathom how the other board members thought they could oust Matt if he had majority control. None of this makes any sense to me.

      Edit: I see the 84% number further down in the article. Still, that makes this make even less sense to me. How could the other board members vote out Matt as CEO with only a minority vote?

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    • A breach of fiduciary duty" describes Matt's behavior through all his escapades here. Minority shareholder rights are a thing, it just seems there are no minority shareholders willing enough to deal with Matt's nonsense to fight for it.

      If there is any litigation, it opens Matt up to liability for the same thing. Unfortunately, as we've seen, Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.

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  • Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.

    • If they can see that Mullenweg has lost it completely and beyond their ability to influence, and they also know that he’s a tyrant who would happily screw them, this seems like a fairly rational exit.

      Obviously that may not be the case, but when the captain is steering the ship into rocks over and over the crew is going to take what they can and hit the lifeboats.

      Ed sp

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    • What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.

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  • Alternative theory - the board and new CEO understood their actions had high risk of termination and needed compensation for that risk.

How did the board plan pull this off if Mullenweg has 84% of the voting shares? For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.

I'm surprised anyone still uses wordpress after this whole sh!tshow, but outside HN folks probably don't even know. Just reading about it about it puts me off from the product and company.

  • Any “tech” person would already have left Wordpress a decade ago, even before all the drama. It’s a slow, bloated, bug ridden, insecure mess.

    The company is being kept alive by 1. People who Google “how to set up an online blog/store” and click the first link and 2. Those who are already in too deep and don’t want to make the effort to migrate.

  • I still have one project running on Wordpress.

    It was also the worst absolute time to pull these stunts. Between static site generators, LLMs, and the open internet dying - he couldn't have picked a worse time to do his massive mask reveal power play. Wordpress was on the precipice of irrelevance and he gave it a massive shove.

  • WooCommerce.

    Unless you want and can go with Shopify and go all in on their platform, WooCommerce is what you need to host an online store on hosting of your own choosing. Alternatives seem to lack the numbers to tackle issues when something goes wrong without too much downtime.

    (WooCommerce being a popular WordPress plugin.)

  • its also hard to move off of

    • What makes it hard, these days?

      I did plenty of WP back in the day and I agree, historically, but each of the strong answers I had in my mind (db integration, editor, plugins, themes) are weakened substantially by the AI agents' ability to port a working site to a new framework. I totally agree for normal users still but for devs taking jobs on this do you think the barriers to switching have come down in size?

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  • Yeah, I'm left-swiping anything that involves working on it, outside of maybe being interested in helping people migrate to anything else. I don't know enough PHP to maintain one anyway, don't like what little of the language I do have exposure to, and want nothing to do with this toxic ecosystem.

These will be words I will probably have to eat in the future (or when I research that guy's other opinions), but just based on the BS that was thrown at the guy in HN comments, this guy deserves respect for the power move of not giving a shit about these kinds of politics.

Truly an impressive play.

  • HN truly is a wild place in that I don't know other forums where psychopaths are celebrated.

    • He's indignant that WP Engine is eating his market share and not giving anything back in terms of OSS contributions.

      It's not at the same scale that AWS and GCP suffocate database vendors, but it rhymes. And it's easy to see why he's mad.

      If a very vocal part of the OSS community wasn't so averse to letting small amounts of monopolization happen, we might see open source products that reach significant commercial scale. Where a single vendor or entity can profit and grow big without irrelevant competitors abusing the license to latch onto the product. An open source monopoly could collect good margin and build ambitiously.

      It's hard to build a defensible open source business without using fair source licenses, having source available enterprise offerings, or even using an open core design that keeps important parts hidden and out of the commons. That's the only way to defend the magic bits and grow big.

      If OSS folks were more tolerant of this, we'd probably see more funding for OSS and extremely viable and defensible open source businesses.

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It says he has 84% of the voting shares. Is there any possible way that the board could have been successful? Regardless of Mullenberg, (and I know he's controversial) a coup that is pre-ordained to fail seems like value destroying negligence.

  • Deleware law [1] says

    > Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

    California law specifically allows for a meeting called by stockholders with 10% of the vote, but for Deleware, a large holder would need authorization in the bylaws. If there was no such provision, a board could plausibly control the company until the next annual meeting, or until court action. Annual meetings can be delayed a bit, but any stockholder can force one once they're a little late.

    If you were concerned about the judgement of the CEO/majority holder, and you were optimistic that it was a temporary issue, it might make sense to remove said person for as long as possible; be it a few months or a day and a half.

    [1] https://law.justia.com/codes/delaware/title-8/chapter-1/subc...

  • They could have known they wouldn't succeed but they could have decided their fiduciary duty requires them to either try or resign.

    • Didn't they craft themselves a nice golden parachute if fired? Then proceeded to kick off events that would guarantee their dismissal?

      That's less fiduciary duty and more hacking a payday.

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    • Yeah the minority share holders can’t sue them for not trying to do their job even if it lead to them getting fired. (They could have quit too)

      If they truly believe the CEO was destroying the company/its value.

Where is the Wordpress.org board to force him out? It seems he’s harming the project and the foundation much more than his company.

I get the frustration, that it’d be nice of commercial entities that use our software did more to support its development and maintenance, but that’s not in the license. A good project will create a healthy ecosystem with sufficient voluntary influx of resources. If it doesn’t, then maybe it’s no longer healthy or viable.

There will be a time things like Python, FreeBSD, Linux, MySQL, and so many others we know and love, will have been surpassed by new successors better adapted to that time. We’ll cherish their memory, remind everyone of their role in taking us to that future, and move on.

1. Wow his profile picture is so extremely fluorescent

2. I guess I should move my blog off Wordpress

How does a CEO pull off resisting an ouster and firing the board?

  • Apparently corporate structure gave him power over the board. Historically this kind of structure was considered undesirable and illegal in a public company, but beginning in the 2000s there was this idea that "visionary founders" should be able to demand absolute control, ex: Zuckerberg

  • By personally owning 84% of the voting shares. This coup was doomed to fail from the start.

    • Being on the board is a Sisyphean effort based on the weighted voting setup. Some seem to be slower to realize this. At that point, they could quit and walk away with nothing, or as others have suggested, this could have been done deliberately to at least get a payday on the way out.

Wordpress does not seem long for this world. How much of the Wordpress ecosystem is pure wasted resources, trying to be accommodating for all possibilities? As people see how easy Claude or Codex makes it to get off flat price Wordpress hosting and on to usage based platforms like Vercel, Wordpress usage will fade out. Feels like bloatware has no place in they coming world of AI customized software builds.

  • Most of the organizations/departments running wordpress aren't interested in customized software builds and all of the infrastructure that requires. They want something they can pay a simple monthly fee for, and host it with a company that deals with security, backup, etc.

    • So many people in this thread completely misunderstand what WP is being used for and by who. Most users simply have no idea that Automattic exists and probably wouldn’t care if they knew what’s going on.

      WP users want a mature, easy to use framework, with lots of plugins, and a tutorial that can show you how to get anything done. Wordpress is the piece of software that kind of defines that genre. The fact that every host offers a Wordpress package seals the deal.

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