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.
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.
> 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.
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.
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.
If anything the breach of fiduciary duty for those severance packages would not be Matt alone, if the board was the one voting for it.
> Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.
I've worked for at least one boss with control issues and/or delusions of grandeur, and I will say that, well, if he's at the top, it's his choice for better or worse.
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?
Possibly if the other board members were selected by shareholders (i.e. mostly Matt). He can replace them, but they represent his interests as a shareholder while they are on the board.
... You still are supposed to act in the best interests of your share holders.
"Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.
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.
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.
That's merely an option, not the only option, or the only valid option, or even necessarily the most valid option.
Do the right thing and make someone else be guilty of actively firing me for doing the right thing, (and leave the door open for the theoretical possibility that they don't), rather than me being guilty of giving up, is a perfectly valid stance, even if it's not what you would do.
It's one thing to say "well obviously Matt will just do the obvious thing we all "just know" he will" and it's quite another for Matt to actually do it. One is conjecture, the other is recorded fact history. Matt can no longer say he wouldn't do something like fire an entire board for the crime of doing their jobs. It's valuable to force the issue.
It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.
Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.
Indeed, Matt has a fiscal responsibility to resign from the company and stfu. He's dragging it down for all the investors, of which he is only one, and doing it purely for personal glory. That is unethical.
Boards vote themselves pay packages all the time. It was unwise for Matt to agree to pay it out by firing them for reasons purely personal to Matt.
Matt, since we know you are reading this: Do what is best for the company, not yourself: go away.
All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.
> Alternatively, Matt can resign if he doesn't like what his bosses did
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
> That's sort of true and sort of not, right? He's not in fact "the boss" of the board
He is the boss by virtue of having 84% of the voting power; and, as the board represents the will of the shareholders, the board should always consult with the shareholders before taking such action, if nothing else because majority shareholders have the power to dissolve the board and appoint a new one.
There's a parallel here with firing regular employees: there's dismissal with cause, and without cause. The dismissal *without cause* of a CEO that's also a majority shareholder makes non sense, so any dismissal would have to have a *cause* as codified by Delaware Law. IANAL, but it's usually mental unfitness, moral reprobation, or something of that gravity. Since they did not have a justified cause, I agree with you that the board should have resigned.
The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.
> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
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.
No, if the board doesn't believe it can continue to serve the company and meet its fiduciary duty, its obligation is to resign. CEO is an operational role; the board by design is not. It's a very big deal to "fire" the CEO, and doing so when you don't actually have the voting authority to follow through seems pretty close to malfeasance.
I mean it sounds like “board which does not actually have the legal ability to fire the CEO” is a fundamentally defective concept and shouldn’t be allowed to exist in the first place. But once it does and you are in that situation, I think you are obligated to make the best attempt you can at your nominal duties. I have no idea where you’re getting “malfeasance” from at this attempt.
Wordpress is a private company. This is a normal private-company structure.
I'm not suggesting the board actually did anything legally risky here. The standards for that in Delaware are high. But morally, it's much harder to defend, so long as they knew this is what the outcome would be --- which it seems like they kind of clearly did.
Moral dimensions are an interesting topic, but moral actions come first and foremost from environments that promote group morality. I’d argue that Mullenweg has spent a lot of time and effort undermining that. Besides in the world of big business if the lawyers are consulted and give the high sign the moral dimension is often superficial, performative, or absent.
The board does have the legal ability to fire the CEO, provided that it passes a very bar, such as being able to prove mental unfitness, etc... which wasn't the case here.
On the other hand, if you're arguing that a board should be able to fire the CEO without cause and have him barred for eternity, then you're arguing that majority shareholders shouldn't be allowed to serve as CEO - in a private company !! - which has been the basis of capitalism for ever. It would destroy the economy as we know it.
That's news to me. One of the few real powers of the board is to fire the CEO. You don't need to put the CEO on a PIP first. If the board thinks the CEO could do better, that is all that it takes.
The board represents the will of the shareholders. When the CEO is also the majority shareholder with 84% of the voting power, the board better have a damn good reason, otherwise the majority shareholder can simply dissolve the board and appoint a new one, which he did.
They represent the shareholders (all of them), but are also expected to act as a reasonable person would for the good of the company. They’re expected to use good judgement, uphold the law and a bunch of other issues. “The majority shareholder says jump off a cliff and we must obey” is nonsense.
They're specifically not supposed to represent the interests of a minority of the shareholders!
That doesn't mean they're required to faithfully represent the interests of any one person with majority voting power, but it does mean they can't select some random subset of minority voters and serve them instead.
I didn’t say that they’re beholden to the minority, they have a duty to ALL shareholders which is generally most clearly expressed through acting in the wellbeing of the company itself.
> but are also expected to act as a reasonable person would for the good of the company
It's the people they represent, i.e. the shareholders, who get to decide what's the good of the company, and the board is simply meant to enact those wishes. This is a constitutional issue of representation: at what point do the elected representatives decide the current situation calls for a referendum instead of an ordinary (representative) vote ?
> The majority shareholder says jump off a cliff and we must obey” is nonsense
If the majority shareholder decides that, then 1) the board must resign at once and 2) any one minority shareholder must sue and have the Delaware Court of Chancery determine that the majority shareholder has abused his powers. I'm not sure what would follow that court decision.
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.
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.
I highly doubt that version is true, though he likes to repeat it. If he doesn't like WP Engine eating his market share while giving little back (they did give back, just apparently not enough, whatever that even means in a volunteer ran open source project) then he would've not responded by pulling his own contributions off of WP.org as well, stealing their plugins, banning their developers, and so forth. Like, what even is that? You don't want to play in my sandbox according the rules that I set so I won't play in my own sandbox either? Not to mention that if there's anyone doing monopolization in the WP world, it's Matt himself, by buying up basically every WP company there is.
His so-called "democratize publishing" persona is just a complete facade.
Yes. There's pretty extensive evidence that Mullenweg engaged in an extortion campaign against WP Engine, threatening to use his position at the WordPress Foundation to sabotage their business unless they agreed to pay Automattic tens of millions of dollars.
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.
Since security isn’t a concern, why not use $100 in AI tokens to build your own solution? Could then market it as a replacement to VikBooking and sell it yourself to other amateur clubs.
Because the problem is more complicated than that.
I'll give the example case from my real life.
My wife and one of my best friends want to start a blog. My wife has some wordpress experience from her last job.
There isn't a big expectation for revenue, this is a hobby project.
At least when I did my 'shopping', a managed wordpress instance as far as cost, was somewhere between 'as cheap as just doing self-maintained custom solution hosted' and 'a little bit more but the extra 3-10$ a month versus my time to actually maintain it' stopped me dead in my tracks of Vibe coding an alternative.
IOW, the 'long tail' of wordpress, is the ecosystem of managed providers that exist where the user (at least as long as they are careful about plugins?) doesn't have to worry about updating the core bits, the provider takes care of that for them and can do it at a volume that makes it palatable.
So what if it's hacked? Those people's data has probably already been leaked multiple times via huge breaches in Fortune 500 companies and government websites.
A lot of people use Wordpress for multi-user or business sites and there isn't a replacement that will meet their needs that also doesn't require a higher degree of technical knowledge than they have. Any alternative more complex than Wordpress's install or that doesn't have feature parity with Wordpress' plugins is going to be a no-go for most of them.
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.
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.
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.
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.
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?
its getting buy-in, especially from people entrenched in their workflows, convincing management and sometimes legal depending on what plugins are being used.
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.
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.
> 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.
They could have felt they were doing the right thing, and making a public statement of the situation, but knew it was a bit of a kamikaze tactic and so made it more painful for when the eventual backlash occurs.
IMHO so it tying CEO pay to stock price. Unless the options/cash-out is delayed for 5+ years after they leave the position, they can 'juke the stats' in the short-term while leaving the company in a bad place long-term (obligatory Boeing-being-run-by-MBAs reference).
It's an HDR image, I think.[0] At the moment, only some browsers show it as brighter—Firefox on macOS, for example, doesn't support HDR images and I had to open the page in Safari to see it for myself.
It's an 8-bit PNG of a magenta patch (with a dash of white), but the ICC profile is set to Rec.2020 PQ. So I think the high 255 values of 8-bit magenta/white will get mapped to very top of the PQ curve, which is like 10,000 nits (or whatever brightness your display can muster)
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
I think many employees have hoped that it would IPO, but Mullenweg was already "post-economic" financially comfortable, and probably wasn't thrilled at giving up more control, or actually being subject to further scrutiny
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.
Indeed I use Wordpress and have never heard of automattic outside of HN. I just wanted a simple self hosted blog platform with WYSIWYG editor. There are not many that are free; there are plenty that are not WYSIWYG, then there is the stuff on HN like Hugo that is reserved for experienced Linux devs and no one else.
Add to that predictable flat pricing. If most Wordpress sites became famous overnight I guarantee 90% of users would rather the site go down than figure out what to do with 15 minutes of fame and a 50k hosting bill
Please don't post insinuations about astroturfing, shilling, brigading, foreign agents, and the like. It degrades discussion and is usually mistaken. If you're worried about abuse, email hn@ycombinator.com and we'll look at the data.
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 to do 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.
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.
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.
> 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.
> 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.
They expected this to fail, they gave themselves golden parachutes: https://techcrunch.com/2026/09/16/automattics-interim-ceo-an...
Don't confuse the board members with other members of their C-suite.
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.
> 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.
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.
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.
Minority shareholder rights do not generally include a right to remove officers of the company unilaterally.
If anything the breach of fiduciary duty for those severance packages would not be Matt alone, if the board was the one voting for it.
> Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.
I've worked for at least one boss with control issues and/or delusions of grandeur, and I will say that, well, if he's at the top, it's his choice for better or worse.
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?
Possibly if the other board members were selected by shareholders (i.e. mostly Matt). He can replace them, but they represent his interests as a shareholder while they are on the board.
It makes a lot of sense when you see their severance package. I’m going with the hypothesis this was the whole point.
yeah, because as we know, Corporations are all about ... giving
fiduciary to whom? everyone who invested in the company knew they were buying in to something where one person controlled it.
... You still are supposed to act in the best interests of your share holders.
"Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.
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.
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.
Definitely not award themselves very generous severance packages, that sounds fishy as hell regardless of any other factors.
If the packages are generous enough, it would create an incentive not to fire them, and, that way, be actually in the best interest of the company.
If the CEO is indeed insane and incapable of fulfilling his duties, and he still controls 84% of the voting shares, all options are nuclear.
> What were they supposed to do?
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
Resign.
That's merely an option, not the only option, or the only valid option, or even necessarily the most valid option.
Do the right thing and make someone else be guilty of actively firing me for doing the right thing, (and leave the door open for the theoretical possibility that they don't), rather than me being guilty of giving up, is a perfectly valid stance, even if it's not what you would do.
It's one thing to say "well obviously Matt will just do the obvious thing we all "just know" he will" and it's quite another for Matt to actually do it. One is conjecture, the other is recorded fact history. Matt can no longer say he wouldn't do something like fire an entire board for the crime of doing their jobs. It's valuable to force the issue.
It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.
Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.
Indeed, Matt has a fiscal responsibility to resign from the company and stfu. He's dragging it down for all the investors, of which he is only one, and doing it purely for personal glory. That is unethical.
Boards vote themselves pay packages all the time. It was unwise for Matt to agree to pay it out by firing them for reasons purely personal to Matt.
Matt, since we know you are reading this: Do what is best for the company, not yourself: go away.
All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.
> Alternatively, Matt can resign if he doesn't like what his bosses did
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
> That's sort of true and sort of not, right? He's not in fact "the boss" of the board
He is the boss by virtue of having 84% of the voting power; and, as the board represents the will of the shareholders, the board should always consult with the shareholders before taking such action, if nothing else because majority shareholders have the power to dissolve the board and appoint a new one.
There's a parallel here with firing regular employees: there's dismissal with cause, and without cause. The dismissal *without cause* of a CEO that's also a majority shareholder makes non sense, so any dismissal would have to have a *cause* as codified by Delaware Law. IANAL, but it's usually mental unfitness, moral reprobation, or something of that gravity. Since they did not have a justified cause, I agree with you that the board should have resigned.
The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.
> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
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
No, if the board doesn't believe it can continue to serve the company and meet its fiduciary duty, its obligation is to resign. CEO is an operational role; the board by design is not. It's a very big deal to "fire" the CEO, and doing so when you don't actually have the voting authority to follow through seems pretty close to malfeasance.
I mean it sounds like “board which does not actually have the legal ability to fire the CEO” is a fundamentally defective concept and shouldn’t be allowed to exist in the first place. But once it does and you are in that situation, I think you are obligated to make the best attempt you can at your nominal duties. I have no idea where you’re getting “malfeasance” from at this attempt.
Wordpress is a private company. This is a normal private-company structure.
I'm not suggesting the board actually did anything legally risky here. The standards for that in Delaware are high. But morally, it's much harder to defend, so long as they knew this is what the outcome would be --- which it seems like they kind of clearly did.
Moral dimensions are an interesting topic, but moral actions come first and foremost from environments that promote group morality. I’d argue that Mullenweg has spent a lot of time and effort undermining that. Besides in the world of big business if the lawyers are consulted and give the high sign the moral dimension is often superficial, performative, or absent.
The board does have the legal ability to fire the CEO, provided that it passes a very bar, such as being able to prove mental unfitness, etc... which wasn't the case here.
On the other hand, if you're arguing that a board should be able to fire the CEO without cause and have him barred for eternity, then you're arguing that majority shareholders shouldn't be allowed to serve as CEO - in a private company !! - which has been the basis of capitalism for ever. It would destroy the economy as we know it.
That's news to me. One of the few real powers of the board is to fire the CEO. You don't need to put the CEO on a PIP first. If the board thinks the CEO could do better, that is all that it takes.
The board represents the will of the shareholders. When the CEO is also the majority shareholder with 84% of the voting power, the board better have a damn good reason, otherwise the majority shareholder can simply dissolve the board and appoint a new one, which he did.
They represent the shareholders (all of them), but are also expected to act as a reasonable person would for the good of the company. They’re expected to use good judgement, uphold the law and a bunch of other issues. “The majority shareholder says jump off a cliff and we must obey” is nonsense.
They're specifically not supposed to represent the interests of a minority of the shareholders!
That doesn't mean they're required to faithfully represent the interests of any one person with majority voting power, but it does mean they can't select some random subset of minority voters and serve them instead.
Legally the board has the duty to represent all shareholders, minority and majority, and of they cannot they have to resign.
I didn’t say that they’re beholden to the minority, they have a duty to ALL shareholders which is generally most clearly expressed through acting in the wellbeing of the company itself.
> but are also expected to act as a reasonable person would for the good of the company
It's the people they represent, i.e. the shareholders, who get to decide what's the good of the company, and the board is simply meant to enact those wishes. This is a constitutional issue of representation: at what point do the elected representatives decide the current situation calls for a referendum instead of an ordinary (representative) vote ?
> The majority shareholder says jump off a cliff and we must obey” is nonsense
If the majority shareholder decides that, then 1) the board must resign at once and 2) any one minority shareholder must sue and have the Delaware Court of Chancery determine that the majority shareholder has abused his powers. I'm not sure what would follow that court decision.
How does this even work? Surely if you are going to move them out, you'd revoke the severance package first?
That's. That's just not how contracts for severance packages work.
I'm not familiar with this case but most severance packages I've dealt with are valid for everything except like death or federal prison.
Alternative theory - the board and new CEO understood their actions had high risk of termination and needed compensation for that risk.
That was my guess:
https://news.ycombinator.com/item?id=49692654
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.
Have you heard of this thing called 4chan?
That’s just a shitshow on purpose though. Not a place with actual discussions.
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.
I highly doubt that version is true, though he likes to repeat it. If he doesn't like WP Engine eating his market share while giving little back (they did give back, just apparently not enough, whatever that even means in a volunteer ran open source project) then he would've not responded by pulling his own contributions off of WP.org as well, stealing their plugins, banning their developers, and so forth. Like, what even is that? You don't want to play in my sandbox according the rules that I set so I won't play in my own sandbox either? Not to mention that if there's anyone doing monopolization in the WP world, it's Matt himself, by buying up basically every WP company there is.
His so-called "democratize publishing" persona is just a complete facade.
Who's a sociopath here? Is there evidence?
Yes. There's pretty extensive evidence that Mullenweg engaged in an extortion campaign against WP Engine, threatening to use his position at the WordPress Foundation to sabotage their business unless they agreed to pay Automattic tens of millions of dollars.
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.
If I had to stop using all the software whose politics I find problematic I would have to earn a living breaking rocks.
Deciding to not use Wordpress isn’t that hard though
I have an amateur website up and running where club members can book an accomodation.
Most other software wants more than the $100 one time payment that some random WordPress plugin demanded (VikBooking.)
Since security isn’t a concern, why not use $100 in AI tokens to build your own solution? Could then market it as a replacement to VikBooking and sell it yourself to other amateur clubs.
Because the problem is more complicated than that.
I'll give the example case from my real life.
My wife and one of my best friends want to start a blog. My wife has some wordpress experience from her last job.
There isn't a big expectation for revenue, this is a hobby project.
At least when I did my 'shopping', a managed wordpress instance as far as cost, was somewhere between 'as cheap as just doing self-maintained custom solution hosted' and 'a little bit more but the extra 3-10$ a month versus my time to actually maintain it' stopped me dead in my tracks of Vibe coding an alternative.
IOW, the 'long tail' of wordpress, is the ecosystem of managed providers that exist where the user (at least as long as they are careful about plugins?) doesn't have to worry about updating the core bits, the provider takes care of that for them and can do it at a volume that makes it palatable.
...and when your site is hacked, will it have been worth it?
"Some random WordPress plugin" is usually the main entry point. The core has a bad track record, but plugins are worse by far.
So what if it's hacked? Those people's data has probably already been leaked multiple times via huge breaches in Fortune 500 companies and government websites.
You just patch and redeploy.
So what if this person gets mugged? They've probably been mugged multiple times before already! Thus, any future mugging is also totally fine!
A lot of people use Wordpress for multi-user or business sites and there isn't a replacement that will meet their needs that also doesn't require a higher degree of technical knowledge than they have. Any alternative more complex than Wordpress's install or that doesn't have feature parity with Wordpress' plugins is going to be a no-go for most of them.
I don’t think that’s been true for 10 years or more.
yeah, most open source projects arn't run by far white supremacists.
A great typo.
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 wonder where you think where all these people would left to? I can think of project or two but it's very short list.
Most folks probabpy use the "render wordpress site to static site" model to avoid the security issues.
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.)
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.
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?
its getting buy-in, especially from people entrenched in their workflows, convincing management and sometimes legal depending on what plugins are being used.
It certainly is. But I won't be recommending it for new projects. Imagine how bad that would make you look.
For a lot of projects it wouldn't make you look bad at all.
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.
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...
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.
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.
> That's less fiduciary duty and more hacking a payday.
A large golden parachute for firing a board member could be a disincentive mechanism to do it: a 'poison pill' of a kind.
* https://en.wikipedia.org/wiki/Shareholder_rights_plan
They could have felt they were doing the right thing, and making a public statement of the situation, but knew it was a bit of a kamikaze tactic and so made it more painful for when the eventual backlash occurs.
If it was a poison pill then why make the severance $8M instead of the majority (or all) of the value of the company?
Regardless of intent, if true (haven't verified myself) it seems like a hell of a perverse incentive.
IMHO so it tying CEO pay to stock price. Unless the options/cash-out is delayed for 5+ years after they leave the position, they can 'juke the stats' in the short-term while leaving the company in a bad place long-term (obligatory Boeing-being-run-by-MBAs reference).
Getting out of a toxic job while failing up. Business can be strange sometimes.
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.
If you come at the king, you better not miss (c) Omar Little
Again, the one thing I love the most about Python is the lack of drama. I don’t want to be forced to practice Drama-driven Development.
1. Wow his profile picture is so extremely fluorescent
2. I guess I should move my blog off Wordpress
How the hell does this look like it is burning a hole in my screen?
https://pbs.twimg.com/profile_images/1998201848008679424/OGH...
It's an HDR image, I think.[0] At the moment, only some browsers show it as brighter—Firefox on macOS, for example, doesn't support HDR images and I had to open the page in Safari to see it for myself.
[0] see, for example, this submission from the front page a month ago: https://news.ycombinator.com/item?id=49402521.
It's an 8-bit PNG of a magenta patch (with a dash of white), but the ICC profile is set to Rec.2020 PQ. So I think the high 255 values of 8-bit magenta/white will get mapped to very top of the PQ curve, which is like 10,000 nits (or whatever brightness your display can muster)
Looks like the Altman Maneuver...
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
Automattic also isn't a public company.
I think many employees have hoped that it would IPO, but Mullenweg was already "post-economic" financially comfortable, and probably wasn't thrilled at giving up more control, or actually being subject to further scrutiny
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.
The same way Mark Zuckerburg does - he maintains majority control.
Come at the king you best not miss...
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.
Indeed I use Wordpress and have never heard of automattic outside of HN. I just wanted a simple self hosted blog platform with WYSIWYG editor. There are not many that are free; there are plenty that are not WYSIWYG, then there is the stuff on HN like Hugo that is reserved for experienced Linux devs and no one else.
exactly. i really feel the bloat of wordpress but it’s so much easier than setting up a CMS infrastructure.
Add to that predictable flat pricing. If most Wordpress sites became famous overnight I guarantee 90% of users would rather the site go down than figure out what to do with 15 minutes of fame and a 50k hosting bill
OTOH I'd gladly pay $50k in hosting if I'd just made $250k in sales overnight.
If they had 5x margins and a scalable business plan they wouldnt be on wordpress
The astroturfing from the old board in this thread is unreal. Can we clean it up?
Please don't post insinuations about astroturfing, shilling, brigading, foreign agents, and the like. It degrades discussion and is usually mistaken. If you're worried about abuse, email hn@ycombinator.com and we'll look at the data.
https://news.ycombinator.com/newsguidelines.html
Will do
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 to do 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.