OAKLAND, Calif. — Shivon Zilis had her back against the wall.
For more than six years, the tech executive had worked largely outside the public eye as a trusted confidante to Tesla CEO Elon Musk and his three co-founders at the artificial intelligence start-up OpenAI. But now, as the company’s recently launched ChatGPT soared, OpenAI CEO Sam Altman had discovered that Musk was planning a rival AI venture and poaching talent from the start-up, according to federal court testimony this week.
Zilis, who served on OpenAI’s board and had secretly had two children with Musk, urgently texted a friend.
“Have to resign OpenAI board btw,” Zilis wrote in February 2023 to a person identified in her contacts as Shahini Rubicon Fluffer. Musk’s “effort has become well known.”
“You ok?” the friend responded, adding an expletive.
“When the father of your babies starts a competitive effort and will recruit out of OpenAI there is nothing to be done,” Zilis replied.
The exchange, released Wednesday during Zilis’s testimony in the U.S. District Court for the Northern District of California, marked the culmination of the executive’s years-long high-wire act inside one of the world’s most influential companies. Her effort to balance her growing closeness with Musk against allegiances to others at the company and her duties as a board member have made her a central figure in a high-profile trial that pits Musk against his fellow OpenAI co-founders Altman and Greg Brockman. The billionaire claims the two men enriched themselves at the expense of the nonprofit’s mission to create AI that benefits all of humanity. His suit asks the court to remove them from their leadership positions and unwind OpenAI’s for-profit division.
Testimony from Zilis and others in the trial this week revealed the pivotal role she played behind the scenes as one of the few women involved in the ascent of the AI companies currently reshaping Silicon Valley and the wider economy. She was a key go-between as relationships between the co-founders grew increasingly strained, with Musk quitting OpenAI in 2018 and creating a rival AI company, xAI, five years later.
Along the way, Musk, initially her boss, became romantically entangled with Zilis before becoming her secret sperm donor and ultimately a public father to her children.
When she was asked in court this week about the current status of her relationship with Musk, Zilis said “we live together when traveling and when he is in Austin.” In his own testimony last week, Musk initially described her as his “chief of staff” and later added that the two live together. Zilis joined Musk’s suit against OpenAI in November 2024, but her name was later removed. (The Washington Post has a content partnership with OpenAI.)
OpenAI has alleged in court that Musk’s lawsuit is an attempt to penalize a rival and that he left the venture after a failed attempt to take control of it. Zilis, OpenAI alleged, aided him by feeding information back to the billionaire after he split with OpenAI.
Zilis has countered that she never abdicated her duties. Court records show OpenAI’s other co-founders depending on her to relay their views to Musk after communications became strained.
But in at least one instance, she asked Musk for advice about how to manage the growing complexity of her professional relationships. “Do you prefer I stay close and friendly to OpenAI to keep info flowing or begin to disassociate? Trust game is about to get tricky so any guidance on how to do right by you is appreciated,” she asked Musk in a text message from around the time he quit the project.
“Close and friendly,” Musk responded, adding that he planned to hire away some OpenAI employees. The exchange was repeatedly shown to the jury by OpenAI lawyers this week.
Zilis once described herself as “equal parts nerd and athlete” and a “straight up Canadian stereotype and proud of it,” according to an archived version of her profile on the blogging platform Medium from 2014. A promising hockey player thought to have aspirations of playing for Canada’s national team, the Toronto Standard reported, she instead accepted a scholarship to Yale University, where she played goalkeeper and once made 32 saves in a single game.
She said at trial that she fell in love with AI after reading “The Age of Spiritual Machines” by computer scientist and futurist Ray Kurzweil, at age 13, and went on to read the book more than a dozen times. It “opened up a completely new world for me,” she said.
Although she studied economics and philosophy, after graduation she followed her longtime interest in technology to a job at IBM, she said in a 2016 interview. She later joined Bloomberg’s venture fund and devoted her time to a growing community of enthusiasts obsessed with the potential of AI. “That was my life,” she said in court Wednesday, where she dressed in a somber and casual manner, sporting black jeans and an oversize black jacket.
Unlike Musk, whose demeanor at times frustrated the judge last week, Zilis was polite and precise, offering brief answers to questions from lawyers and the judge.
Zilis first met Musk after she was recruited to an executive role by the OpenAI co-founders, she said in court. Her LinkedIn profile lists the year she joined the company as 2016. The future AI giant was then a fledgling nonprofit that employed a few dozen researchers working out of a chocolate factory in San Francisco.
Though she declined a full-time role, she became an adviser to OpenAI, working about 10 hours a week for free, Zilis said. The following year, she began to advise Musk on artificial intelligence development at his car company Tesla, his rocket company SpaceX and his brain technology firm Neuralink. She was working 80 to 100 hours each week, a pace she described as standard for Musk. “Maniac mode,” she said, to chuckles in the courtroom.
Though the arrangement appeared to work smoothly at the outset, according to court filings and Zilis’s testimony, her overlapping roles became increasingly conflicted after OpenAI’s co-founders realized the company needed much greater resources to obtain the computing power needed to compete in AI — but disagreed about how exactly to evolve the project. They threw “a zillion ideas” against the wall, Zilis said, debating whether to remain a nonprofit or convert OpenAI into a for-profit company that could raise large sums from investors. Musk at times suggested he take control of the project or merge it with Tesla, court filings show.
Zilis described herself in court as a “bridge” between Musk, Altman, Brockman and OpenAI co-founder and chief scientist Ilya Sutskever. “Candidly they were kind of bad at speaking together sometimes,” she said.
Brockman described her role similarly in his own testimony Tuesday, saying Zilis acted as a go-between for Musk and the co-founders at OpenAI, including after the Tesla CEO left the project in 2018. Brockman was comfortable with her remaining on the company’s board with him and others, even after he learned that Musk was the secret father of her twins, in 2022, he said. “I really trusted her to keep the Elon and OpenAI parts separate,” he said. “We trusted her to keep the Elon conflict under control.”
Emails released in the case show Altman and Brockman treating Zilis as a conduit to Musk, copying her in on emails using the various addresses she held at different Musk ventures. In other messages, Altman openly solicited advice from Zilis on how to communicate with Musk, asking her in 2023 whether he should “tweet something nice about Elon.”
As OpenAI’s co-founders negotiated over its future, Zilis’s personal life was stalling, she said in court. She had long dreamed of finding a life partner, but wound up with “some pretty significant health autoimmune issues,” which she said in court had interfered with her intimate relationships. Several fell apart, she said. “I felt I couldn’t be there as a partner” over a 20- or 30-year time period, she said, “but I still wanted to be a mom.”
Around 2020, Musk told her that if she was ever looking for a donor for IVF, he would be happy to offer her his sperm, Zilis said. “He made the offer, and I accepted,” she said. The pair were not romantically involved at the time, Zilis said, but had previously had a one-off fling.
Their twins were born in 2021, under a strict confidentiality agreement: The plan was for her to raise her children with the father’s identity concealed, she said in court.
In July 2022, Zilis received a phone call from an anonymous number. When she answered, a reporter at Business Insider told her she the outlet had obtained court filings that showed Musk was the father of her twins and that an article would be published later that day, Zilis said.
The first person Zilis called afterward was her own father, who didn’t know that Musk had fathered the children, she said in court. Then she called Altman.
Brockman testified that some board members thought the revelation was grounds for removing her from their ranks. He said that Zilis told him her relationship with Musk was platonic and that he, Altman and Sutskever advocated for her to stay on the board.
At the time, Musk was frequently using his huge reach on Twitter to attack OpenAI and Altman personally, calling the company a pawn of Microsoft, the company’s first major investor after it launched a for-profit division in 2019.
Alnoor Ebrahim, a corporate governance expert at Tufts University, said it was unusual that Zilis did not appear to disclose her situation to the board. “If you’re not sure whether there’s a conflict of interest or not, it’s not up to you as the individual to decide,” Ebrahim said, noting that it was unclear if OpenAI had clear policies for board members at the time. “It does seem to me to be contrary to good practice in terms of conflict of interest.”
By early 2023, Musk was creating xAI and had begun to recruit talent from OpenAI. Altman found out, Zilis said in her February 2023 messages to her friend, confiding that she knew that she had no choice but to leave the board.
“Elon should put you on the board of the new thing,” her friend wrote.
Zilis said that she had talked with Musk about the negative impact leaving OpenAI would have on her. She had told him “that I’m bummed because it was a nice way to maintain contribution while raising kids,” she wrote.
She indicated that a chapter of her life was closing. “He proactively apologized that he had pruned my friend network through this,” Zilis said. She remained on OpenAI’s board until March 2023, according to her LinkedIn profile.
Three years later, Zilis and Musk’s partnership is much more public. They now share four children.
After the Tesla CEO became a powerful political ally of President Donald Trump, Zilis joined Musk at events including on election night and a 2025 meeting with Indian Prime Minister Narendra Modi in Washington, bringing along two of their children.
The billionaire publicly acknowledged Zilis in a post on X this year. “My partner, Shivon, is half Indian and my eldest son with her is named in honor of the great Indian physicist Chandrasekhar,” Musk wrote.
Though she ultimately chose Musk over OpenAI, Zilis said in court that she had been consistently true to a mission she had worked for her entire professional life.
Asked by a lawyer if her loyalties were divided, she said flatly: “I had an allegiance to the best outcome for AI for humanity.”
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