After days of upheaval at Automattic, following a failed attempt to remove CEO Matt Mullenweg, the company has a new board.

148 points•ilamont•4 days ago•193 comments•

193 comments

xnx4 days ago
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.
kingstnap4 days ago
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.

ImPostingOnHN4 days ago
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.

MiroslavPokorny4 days ago
This is why America is dying...
cyanydeez4 days ago
yeah, because as we know, Corporations are all about ... giving
tjwebbnorfolk4 days ago
fiduciary to whom? everyone who invested in the company knew they were buying in to something where one person controlled it.
hn_throwaway_994 days ago
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?

ValentineC4 days ago
> Fireship pointed out that the board members gave themselves a generous severance package

Unless there was some other news that I might have missed, it was their previous Chief Financial Offer and Chief Legal Officer, not the board members.

giancarlostoro4 days ago
Still, how is that even legal is astounding, feels very fraudulent, and the last guy I want to defend is the CEO of WP after all the drama he created over it.
arpinum4 days ago
Alternative theory - the board and new CEO understood their actions had high risk of termination and needed compensation for that risk.
tptacek4 days ago
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.
Analemma_4 days ago
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.
EA-31674 days ago
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

betteryet4 days ago
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.
ValentineC4 days ago
> 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 guess it was mostly advisory, with the added purpose of making it seem like the various organisations were stewarded by members of the community that were not Matt Mullenweg.

bradleyjg4 days ago
> what is even the purpose of a board in a

Delaware law requires a board.

Whether limited liability should actually be allowed at all in such a situation is a better question.

robocat4 days ago
Just looking at shares is over simplistic.

You can't know what other conditions Mullenweg signed in contracts such as shareholders agreements etc.

Typically if you take VC money, the VCs will require the ability to sack the founder and take control, perhaps if particular targets are not met.

I've seen it: an ambitious owner agreed to stretch goals, and the VCs took took over the company from the founder after they had predictably failed to meet the goals.

moralestapia4 days ago
Back to reality. Read TFA again.
jacquesm4 days ago
Fig leaf and a way to offload some responsibility. I would never ever join a board like that, you're in the hot seat when it goes wrong and yet you have no agency.
ncr1004 days ago
Speculation: performative, seeking to illustrate Mullenweg's gross unsuitability for the organization.
CPLX4 days ago
How does the word "performative" apply to an exercise of the board's one major function? Wouldn't that be the definition of substantive?

The fact that they were subsequently fired doesn't make it into a performance. It's still a board resolution.

bastard_op4 days ago
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.
bsoqk4 days ago
If I had to stop using all the software whose politics I find problematic I would have to earn a living breaking rocks.
rcxdude4 days ago
I would expect that a lot of the decisions to avoid it at this point are more focused on how much they can count on the organisations behind the software to maintain it reliably and without becoming hostile than a moral judgement on their actions, though for many it might be both weighing in.

(OTOH, wordpress has quite a lot of lock-in power, and the risk to a smaller user would seem to be smaller, so I could see why a lot of users decide to stick with it for now).

dgellow4 days ago
Deciding to not use Wordpress isn’t that hard though
soraminazuki3 days ago
Mullenweg's troubling politics or the lawsuits against him are far from the main reason people should stop using WordPress. It's only been 2 years since he abused his control over the WordPress plugin infrastructure to wreak havoc among users of hosting providers that he had petty arguments with.

https://web.archive.org/web/20241026031947/http://bullenweg....

It's ironic that this kind of blatant user harm gets brushed off as "political," when many on this forum defending him do so for politics.

ls-a4 days ago
Your ass can talk that's crazy
sneak4 days ago
I don’t think that’s been true for 10 years or more.
binlog4 days ago
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.

omnimus4 days ago
I wonder where you think where all these people would left to? I can think of project or two but it's very short list.
Freak_NL4 days ago
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.)

paulryanrogers4 days ago
WC is quite feature rich and has many payment gateways. It's also owned by Automattic and locks things like the richest subscription features behind paid plugins.

At least it's better than ZenCart.

legitster4 days ago
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.

slopinthebag4 days ago
its also hard to move off of
collingreen4 days ago
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?

sixothree4 days ago
It certainly is. But I won't be recommending it for new projects. Imagine how bad that would make you look.
ceautery4 days ago
Automattic was the most bizarre collection of chucklefucks I've ever had the displeasure of interacting with. They contracted with me to write a Wordpress plugin that would import Flickr libraries, which would have bankrupted anyone with a significantly large image set based on wordpress.com's pricing back in the Obama years.

I never spoke to a single human being when I worked for them, and all of my technical questions in their Skype dev channel went unanswered. It feels insane to me that this is still a functioning company.

flerchin4 days ago
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.
toast04 days ago
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...

WJW4 days ago
Why would they assume it's a temporary issue though? There's been drama around wordpress for years now, and almost all of it has been around the CEO.
jordanb4 days ago
They could have known they wouldn't succeed but they could have decided their fiduciary duty requires them to either try or resign.
hoten4 days ago
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.

flerchin3 days ago
Yeah if they know they can't succeed, then imo they have a fiduciary duty to not try. Which only leaves resigning.
doikor4 days ago
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.

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