- 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.
If your goal is not spook investors and the public and raise doubts your company, the narrative is:
"X has decided it is time to step away from the Company, the Board is appointing Y to the position as their successor. X will remain CEO for N period to ensure a smooth transition. X remains committed to the company's mission and will stay on in an advisory role/board seat after the transition. We want to thank X for their contributions to the Company and wish them well in the future."
Even if the goal is to be rid of the person you still have them stay on in a mostly made-up advisory role for a year or so, and then they can quietly quit that.