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Anthropic
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Anthropic S-1: Amodei's Pay, $2.75M Security, 80% Pledge

Anthropic's S-1 shows $2.75M spent on Dario Amodei's security in 2025, a $1.38M salary since July 2026, and a voting proxy over charity-held shares.

Olivetti-style cover reading ANTHROPIC S-1 PAY with line icons of a shield, a coin stack with a paycheck, and a hand holding a heart on red, teal and mustard blocks
Olivetti-style cover reading ANTHROPIC S-1 PAY with line icons of a shield, a coin stack with a paycheck, and a hand holding a heart on red, teal and mustard blocks

Anthropic paid $2,745,874 for Dario Amodei's personal security in 2025, more than four times the $654,167 base salary he received that year, according to the company's Form S-1 registration statement. The same filing shows that his salary has roughly doubled since then, that the company paid a $2.5 million antitrust filing fee for him, and that he holds a voting proxy over some Anthropic shares that charities own. Fortune and CNBC reported on the security bill and the giving pledge on October 29.

Here is what the filing says about how Anthropic pays and protects its top executives, and how the founders' charity pledge is set up.

What Dario Amodei was paid in 2025

The S-1's Summary Compensation Table lists three named executive officers for 2025: Dario Amodei (CEO), Daniela Amodei (President) and Krishna Rao (CFO).

  • Dario Amodei: $654,167 salary, $9,264,932 in stock awards, $4,028,558 in option awards and $4,010,641 in all other compensation, for a total of $17,958,298.
  • Daniela Amodei: the same salary, stock and option figures, with $2,461,341 in all other compensation, for a total of $16,408,998.
  • Krishna Rao: $706,250 salary and $14,000 in other compensation, for a total of $720,250. The table lists no stock or option awards for him in 2025.

The filing says the stock and option figures are grant date fair values under accounting rules and "do not reflect the actual economic value" the executives may realize.

The salary figure is a blend. The S-1 says the Amodeis each earned $600,000 a year from January 1 to June 15, 2025, and $700,000 a year after that.

Bar chart of Dario Amodei's 2025 pay items from the Anthropic S-1: personal security $2,745,874, tender offer spread $1,153,087, base salary $654,167, private air travel $97,055 and 401(k) match $14,000

Where the $4 million in other pay went

Footnote 3 to the table breaks down Dario Amodei's $4,010,641 in other compensation:

  • $2,745,874 for personal security services, which the company says it views "as an integral part of our risk management program" but which "may be deemed to be perquisites" under disclosure rules.
  • $1,153,087, the spread between the price Anthropic paid and the fair market value of shares it bought back from him in its June 2025 tender offer.
  • $97,055 for private air travel for personal use "as required by Dr. Amodei's overall security program," including small extra costs for personal guests approved in advance by the board.
  • $14,000 in 401(k) matching contributions, plus $625 for a share of a valuation report.

For Daniela Amodei, the filing lists $1,293,629 for company-paid personal protection, home security and transportation, plus the same $1,153,087 tender offer spread.

The S-1 says a security consulting firm ran independent studies on the risks to the two executives in 2025. Based on those studies, "increased media attention for Anthropic," and what it calls "bona fide business-related, heightened security concerns," the board decided enhanced protection was necessary. The 2025 measures covered individual protection, including during personal travel and for family members, enhanced home security and surveillance, a private car and driver and, for Dario Amodei, private aircraft for business and personal travel. The S-1 says these safeguards are comparable to those provided to senior leaders of comparable high-profile technology companies.

In its risk factors, the company adds that "heightened public attention on AI has increased physical and informational security risks, and we have experienced threats to employee safety and attempts to obtain confidential information through physical or digital means." Fortune notes that Anthropic did not disclose its 2024 security spending, so it is not possible to tell whether costs rose. In Fortune's comparison, Meta disclosed about $22.5 million in 2025 security costs for Mark Zuckerberg, including a $14 million allowance, more than eight times what Anthropic spent on Amodei.

Pay changes in 2026

The S-1 also describes changes made after 2025, which will appear in next year's compensation table:

  • Salaries: Dario and Daniela Amodei went to $915,000 a year on January 16, 2026, and to $1,380,000 on July 1, 2026. Rao went to $1,250,000 on February 1, 2026.
  • New equity: in February 2026 the board granted each Amodei 1,431,490 options and 2,374,010 restricted stock units (RSUs). Rao received 1,122,840 options and 1,862,140 RSUs. In July each Amodei received another 537,430 "Co-Founder RSUs." The RSUs vest only once the registration statement takes effect and service-based vesting conditions are met.
  • Severance: October 2026 agreements give the Amodeis 24 months of salary, and Rao 12 months, if they are fired without cause or resign for good reason, plus 12 months of COBRA premiums and 12 months of accelerated vesting on time-based equity awards, subject to signing a release of claims.
  • Antitrust fees: in October 2026 Anthropic paid the Federal Trade Commission a $2.5 million Hart-Scott-Rodino filing fee on behalf of each Amodei, tied to their buying and holding Anthropic stock.
  • Security for the CFO: in 2026 the company began offering security services to Rao and hired a firm to study the risks to him.

The 80% giving pledge and the voting proxy

The filing says Anthropic's co-founders "have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes." It also says these pledges are "voluntary, revocable expressions of each co-founder's philanthropic intent and do not constitute legally binding obligations." The S-1 says the timing, amount and recipients of any donations are uncertain, and that the pledges do not apply to the founders' Class F share or change the Founder LLC voting structure. The founders' pledges are separate from the employee donation matching program, which Anthropic matches with shares of a separate class of stock.

The ownership table lists 240,637,980 shares for Dario Amodei, plus 4,621,120 "shares subject to voting proxies." Those come from irrevocable proxy agreements with two donor-advised funds, Daffy Charitable Fund and Dechomai Asset Trust. Each fund has a master donation agreement with Anthropic and can receive shares from the company or from stockholders. Under the agreements, Amodei can vote the funds' Anthropic shares "in his sole and absolute discretion."

One detail is easy to miss: the S-1 says shares the funds get from Amodei himself, or from his family members or affiliates, do not count as voting shares under the agreements. The proxy covers shares the funds receive from Anthropic or from other stockholders. The board can also name a different proxyholder.

CNBC reports that the arrangement "is likely to stir debate in the nonprofit world." It notes that a donor gets a charitable deduction for shares in return for giving up control, and that some donor-advised fund managers say keeping voting rights may count as keeping a form of control.

Why it matters for the IPO

For investors, these pages show how much of the pay is cash and how much is tied to the stock price. They also show how much control the founders keep. As our S-1 explainer covers, the co-founders' Founder LLC will hold 50.1% of the vote on most shareholder matters after the offering. The S-1 also warns that share donations under the pledge, and later sales by the charities that receive them, could put "a significant number of shares" on the market once lock-ups end. For more on pricing, see Aswath Damodaran's valuation and our guide to how much stock retail investors may get.

Sources

AnthropicNews