What is the current governance structure and board composition of the GrapheneOS Foundation?
Executive summary
The GrapheneOS Foundation is a federally incorporated Canadian non‑profit created in March 2023 to accept and distribute donations for the GrapheneOS project [1], but public documentation about its internal governance beyond a handful of disclosures is limited; corporate filings and project posts provide the clearest — though incomplete — picture of who sits on the board [2] [3]. Conflicting signals appear in public records and project communications: the project's founder announced stepping down from leadership roles in 2023 even as corporate listings continue to identify him as a director in later filings [2].
1. Legal form and stated purpose: a federal Canadian non‑profit set up to handle donations
GrapheneOS publicly states that the GrapheneOS Foundation was incorporated as a non‑profit in Canada in March 2023 with the explicit administrative purpose of handling donations for development, infrastructure, hardware purchases and legal fees [1] [4]. The project has emphasized the incorporation was in part a practical step to enable payment processors such as PayPal to accept donations, which required submission of identity and address proof for each director to open the account [3].
2. Governance as inferred from filings and project posts: directors required for payment processing
Available reporting indicates the Foundation has a formal board of directors because Canadian federal incorporation and third‑party services (PayPal) required director documentation; GrapheneOS stated it provided director identity materials to satisfy PayPal and reported an early donation amount processed through that account [3]. The project’s public FAQ and donation pages describe the Foundation’s role in disbursing funds to pay developers, buy test hardware, run infrastructure and cover legal fees, implying governance responsibilities tied to fiduciary oversight of those resources [4].
3. Board composition: partial visibility and a notable discrepancy about leadership
Public sources name at least one individual associated with the corporation’s director list: corporate information as reported on Wikipedia cites that “Micay” (the project’s long‑time lead developer) is listed as a director in federal corporation records as of December 2025 [2]. That entry also records Micay’s May 2023 public announcement that he would step down as lead developer and as a Foundation director, creating a discrepancy between his stated intention and later corporate listings [2]. Reporting accessible in the provided set does not publish a full, current roster of directors or officers beyond that reference.
4. Transparency and community concerns: calls for clearer leadership disclosure
Community forum threads captured on the project’s discussion boards show users asking for clearer explanation of project management, control and who “runs” GrapheneOS — indicating community expectations for transparent governance beyond the minimal filing information available [5] [6]. The presence of these discussions suggests that, while the Foundation exists to manage donations, public clarity about exact board membership, responsibilities, and any delegation of authority remains a live issue for users and contributors [5].
5. Alternative perspectives and implicit incentives: practicality vs. governance scrutiny
From one perspective, incorporation and director documentation were largely procedural necessities to unlock donation channels and formalize financial stewardship of the project [3] [4]. From another perspective, the lack of an easily accessible, complete and up‑to‑date board roster invites scrutiny about accountability and long‑term governance, especially for a security‑focused project whose users place high value on operational transparency [5]. The discrepancy between public statements about leadership changes and corporate filings naming a director [2] reinforces the need to consult official corporate filings or direct Foundation disclosures for resolution.
6. What the sources do and do not show: limits of the public record
The supplied sources establish the existence of the GrapheneOS Foundation, its creation date and stated purpose, and they note at least one director name appearing in federal filings with a contradictory public resignation announcement [1] [4] [2] [3]. They do not provide a complete, dated list of current directors, detailed bylaws, meeting minutes, or an organizational chart; therefore definitive statements about the full present board composition and internal governance procedures cannot be made from these sources alone [2] [1] [3].