Anthropic’s Long-Term Benefit Trust (LTBT) elects most of Anthropic’s board but owns none of its economics. Per the S-1 filed on 26 October 2026, the Trust holds Class T common stock, which has no economic rights and “generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors.” Implemented in 2023 and organized as a Delaware noncharitable purpose trust, it is meant to be run by five financially disinterested Trustees and has no authority over day-to-day management or strategy.
Through Class T common stock the LTBT generally elects and removes the Class T directors. After the offering the board will have seven authorized directors, four of them Class T seats: Reed Hastings, Vas Narasimhan, Christopher Liddell and one vacancy.
02
It votes on a few other matters
Class T also votes on the redemption of Class E common stock and on certain amendments to the rights of Class F common stock. It has no vote on matters submitted to stockholders generally, except as required by law.
03
It does not manage
Neither the LTBT nor the Trustees have decision-making authority in day-to-day management or strategy setting. Their role is to select directors who can balance stockholders' pecuniary interests, those materially affected and the Company Purpose, and to give advice and guidance.
04
One seat has a check
Nominating, removing without cause or re-designating the Specified Class T Director, initially Mr. Liddell, needs the concurrence of the nominating and corporate governance committee; if it does not concur within 15 days, employee-held Class E stock votes unless the Trust withdraws.
What changed in 2025-26
The S-1 (26 October 2026)
Anthropic, PBC filed to list Class A shares on Nasdaq under the symbol ANT and set out the Trust’s powers in full. Because the LTBT can elect a board majority, Anthropic is a controlled company under Nasdaq rules and expects to rely on that exemption only for its nominating and corporate governance committee.
New Trustees
Richard Fontaine joined as a Trustee in April 2025, Dr. Ben S. Bernanke in June 2026 and Dr. Christopher Stubbs in October 2026. Dr. Neil Shah has chaired the Trust since June 2023. One of the five authorized seats is vacant.
The Trust Amendment Threshold
The S-1 defines who can change the Trust or Class T: 80% of the authorized board and 80% of the Trustees in office if the Trustees are in favor; otherwise combinations of the founders’ Class F share, Class E and Class A holders, or 85% of outstanding Class A once no Class F remains.
Funding and pay disclosed
Anthropic funds the Trust: it paid $8,425,213 to the LTBT in the nine months ended 30 September 2026. Each Trustee receives $400,000 a year in cash and the Chair a further $25,000, not tied to profits or to any action of the company.
The Trust's Trustees, as filed
Dr. Neil Shah, Chair
Trustee sinceJune 2023
Selected for (per the S-1)Global health, impact measurement and social enterprise
Richard Fontaine
Trustee sinceApril 2025
Selected for (per the S-1)Foreign policy and national security
Dr. Ben S. Bernanke
Trustee sinceJune 2026
Selected for (per the S-1)Macroeconomics, financial systems and institutional governance
Dr. Christopher Stubbs
Trustee sinceOctober 2026
Selected for (per the S-1)Experimental physics and the application of AI to science and education
Fifth seat
Trustee sinceVacant
Selected for (per the S-1)Not filled as of the S-1
What it means for you
Investors: Class A buys economics, not board control; the Trust elects the board majority and its share carries no economic interest.
Read the S-1 risk factor plainly: the LTBT may have interests that differ from those of Class A holders.
Track Trustee changes and the vacant seat, since the Trustees appoint their own successors by majority vote.
Note the exit route: the Trust and Class T can be changed or redeemed only through the Trust Amendment Threshold, and Class T does not lapse automatically with time.
Separate the roles: the Trust picks directors, the founders' Class F share decides general stockholder votes, and the board runs the company.
The Business Engineer lens
The Trust is a control layer with no claim on the cash flows: it decides who sits on the board, not what the company sells. The Business Engineer reads it as Anthropic’s way to raise compute-scale public capital while keeping board selection tied to the Company Purpose.
A Delaware noncharitable purpose trust, implemented in 2023, that holds Class T common stock and generally elects and removes the Class T directors, a majority of Anthropic's board, per the S-1 filed on 26 October 2026.
Does the Trust own part of Anthropic?
Not economically. Class T common stock has no economic rights, and Trustees are barred from directly buying or holding Anthropic securities.
Who are the Trustees?
As of the S-1: Dr. Neil Shah (Chair), Richard Fontaine, Dr. Ben S. Bernanke and Dr. Christopher Stubbs; one of the five authorized seats is vacant.
Does the Trust run Anthropic?
No. The S-1 says neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company; the board makes those decisions.
The complete explainer, cleaned up and reformatted for mobile.
What is Anthropic’s Long-Term Benefit Trust? The short answer
The Long-Term Benefit Trust (LTBT) is the body that picks most of Anthropic’s board. Through a special share class, Class T common stock, it “generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors,” according to the S-1 that Anthropic, PBC filed with the SEC on 26 October 2026.
It has no money at stake and does not run the company. “Class T common stock has no economic rights,” and “neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company.” Its job, in the S-1’s words, is “to select directors who are well-equipped to responsibly balance our tripartite goals as a PBC”: stockholders’ pecuniary interests, the best interests of those materially affected by Anthropic’s conduct, and the Company Purpose, “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.”
Anthropic implemented the LTBT in 2023. It is organized as a common law “noncharitable purpose trust” under Delaware law, governed by a Trust Agreement.
The Trustees
The S-1 describes “an independent body of five financially disinterested voting trustees” with expertise in AI safety, national security, public policy and social enterprise. It also states: “Of the five authorized seats for Trustees, one is currently vacant.”
Trustee
Since
Selected for (per the S-1)
Dr. Neil “Buddy” Shah, Chair
June 2023
Global health, impact measurement and social enterprise
Richard Fontaine
April 2025
Foreign policy and national security
Dr. Ben S. Bernanke
June 2026
Macroeconomics, financial systems and institutional governance
Dr. Christopher Stubbs
October 2026
Experimental physics and the application of AI to science and education
Fifth seat
–
Vacant
Source: S-1, Our Governance Structure and Its Goals.
Each Trustee receives $400,000 a year in cash, and the Chair a further $25,000. Pay “will not vary with or be conditioned upon the profits or any action or inaction of our company,” and Trustees may not directly buy or hold Anthropic securities.
What Class T votes on
Matter
Class T (the LTBT)
Election and removal of the Class T directors, a board majority
Yes (generally)
Redemption of Class E common stock
Yes
Certain amendments to the rights of Class F common stock
Yes
Election of the other directors
No: Class A and Class F vote together
Matters submitted to stockholders generally
No, except as required by law
Source: S-1, Our Capital Structure and Description of Capital Stock.
After the offering the board will have seven authorized directors. Four are Class T seats: Reed Hastings, Vas Narasimhan, Christopher Liddell and one vacancy. Dario Amodei, Daniela Amodei and Yasmin Razavi are elected by Class A and Class F voting together.
The nominating committee check
Before nominating or removing a director, the LTBT must give the nominating and corporate governance committee (NGC) at least 30 days’ notice. After the IPO the NGC will have one Class T director and two non-Class T directors. One Class T seat, the “Specified Class T Director” (initially Mr. Liddell), needs the NGC’s concurrence to be nominated, removed without cause or re-designated. If the NGC does not concur within 15 days, the matter goes to a vote of employee-held Class E stock unless the LTBT withdraws. Any Class T director can be removed for cause without that concurrence.
How Trustees are chosen and replaced
The Trustees appoint new Trustees by majority vote of those in office. They can remove a Trustee by a majority of all authorized Trustees, or by unanimous approval of the other Trustees plus NGC approval, after 30 days’ written notice to the NGC. Delaware’s Court of Chancery can also remove a Trustee for disqualifying conduct. Terms are annual with no term limit. “In practice to date, the Trustees and company executives have collaborated closely on sourcing, interviewing, and selecting Trustees.”
The Trust Amendment Threshold
The terms of the LTBT and the rights of Class T can be changed only with one of these approvals, which the S-1 calls the “Trust Amendment Threshold”. The same approvals can redeem Class T for no consideration; Class T does not lapse automatically with time or events.
Situation
Approval required
Trustees vote in favor
80% of the authorized board and 80% of the Trustees in office
Trustees against, Class F outstanding, first three years after the IPO
Class F by unanimous Continuing Founders, plus a majority of Class E votes cast (40% quorum), plus a majority of Class A votes cast
Trustees against, Class F outstanding, any time
Class F by 66 2/3% of Continuing Founders, plus 75% of Class E votes cast, plus a majority of Class A votes cast
Trustees against, no Class F left
85% of outstanding Class A shares
Source: S-1, Changes to the LTBT and Class T Common Stock.
Why Anthropic is a controlled company
Because the LTBT can elect a board majority, Anthropic is a “controlled company” under Nasdaq rules. It says it expects to rely on that exemption only for the NGC, “which will not consist entirely of independent directors.”
How it differs from a normal board and a nonprofit parent
Context, our explanation. At a typical listed company, the shareholders who own the economics elect the whole board. Here the body that elects the majority owns no economic stake, and the S-1 warns that “the LTBT may have interests that differ from yours.” In a nonprofit-parent model, a nonprofit generally owns or controls the operating business. The LTBT, as filed, owns none of Anthropic’s economics: it holds a share with no economic rights, cannot direct management or strategy, and the directors it elects carry the same PBC balancing duty as every other director.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
