- Board is mostly independent and those independent dont have equity
- They talk about not being candid - this is legalese for “lying”
The only major thing that could warrant something like this is Sam going behind the boards back to make a decision (or make progress on a decision) that is misaligned with the Charter. Thats the only fireable offense that warrants this language.
My bet: Sam initiated some commercial agreement (like a sale) to an entity that would have violated the “open” nature of the company. Likely he pursued a sale to Microsoft without the board knowing.