The Nonprofit That Can't Say No

OpenAI's new governance structure looks like a check on the for-profit company. Legally, it is not one.

The OpenAI Foundation controls 26 percent of the for-profit OpenAI Group, a stake worth roughly $180 billion as of early 2026, up from $130 billion at the October 2025 restructuring close Vox. That holding — the asset that makes the foundation look like a meaningful counterweight to the company it nominally governs — is held inside a public benefit corporation structure whose own statute gives OpenAI broad latitude to prioritize profit whenever it chooses, according to legal analysts and nonprofit governance scholars.

"The statute gives them a lot of breadth on when they decide to follow profit and when they decide to follow their nonprofit mission," said Professor Gomez of Columbia Law School. "I see that as a bit of an empty, unenforceable promise" NBC News.

Catherine Bracy, executive director of the Tech Equity Collective and a longtime observer of OpenAI's governance, was more blunt in a March interview. "The unspoken truth here is that they're never going to make a decision that is bad for the company," she said. Bracy argued the foundation is not structured to provide genuine checks on for-profit decision-making. "Its existence does not change the fact that for-profit imperatives drive the company" Vox.

The $180 billion figure sounds enormous. The structural power it confers is not.

The arrangement OpenAI completed in October 2025, after nearly a year of negotiation with the California and Delaware attorneys general, restructured the original capped-profit model into a standard capital structure. Microsoft holds 27 percent; employees receive 26 percent; the OpenAI Foundation receives 26 percent; investors including SoftBank receive 15 percent; other investors receive 6 percent. The profit caps that once capped investor returns were removed entirely NBC News.

In their place, OpenAI points to the foundation as the entity ensuring the for-profit operates in the public interest. The foundation's eight-person board includes Bret Taylor as chair and Sam Altman as a member. But all other foundation directors also serve on the OpenAI Group PBC board OpenAI. Zico Kolter of Carnegie Mellon is the sole director serving exclusively on the foundation board, as a non-voting observer to the for-profit board — a role he will assume within one year OpenAI. The overlap means the body that is supposed to govern the company is, in large part, the company.

"The for-profit was dubiously created to advance the mission of the nonprofit, not the reverse," said Public Citizen in a statement calling on the attorneys general to dissolve the arrangement Public Citizen. "This is an arrangement that should not be allowed to stand."

There is also the question of whether the foundation's stake reflects its fair share. Gary Mendoza, the former state official who oversaw California's Blue Cross settlement, estimated the foundation's rightful assets at over $250 billion — half the company's approximately $500 billion valuation — calling 26 percent "a missed opportunity" Vox. The foundation also holds a warrant to receive additional shares if OpenAI Group's valuation reaches ten times its current level OpenAI.

The $40.5 million in grants the foundation distributed to over 200 community nonprofits in late 2025 drew particular scrutiny when several recipients turned out to be members of EyesOnOpenAI, the coalition that had opposed OpenAI's privatization Vox. The grants came as OpenAI was completing the restructuring and three months before the foundation pledged $1 billion in grants over the following year AP News — a commitment that followed years in which the nonprofit's spending had declined from $51 million in 2018 to $7.6 million in 2024 AP News.

The profit caps themselves were not static. OpenAI quietly changed its rules to allow the caps to increase by 20 percent every year starting in 2025, a modification not disclosed by the company and revealed through reporting by The Information and The Economist in 2023 The OpenAI Files. The caps were then removed entirely in the October restructuring NBC News.

The governance picture grows stranger when the people running the foundation are simultaneously involved in political activity that cuts against the foundation's stated mission. Greg Brockman, president of OpenAI and a member of the foundation board OpenAI, co-founded a $125 million AI-industry super PAC called Leading the Future alongside Andreessen Horowitz and Palantir's co-founders in 2025 Vox. Brockman and his wife were also the largest donors to Donald Trump's MAGA Inc. super PAC that year, each contributing $12.5 million Wikipedia. Neither contribution was disclosed in the context of OpenAI's governance or public benefit commitments.

None of this is illegal. The restructuring was blessed by California Attorney General Rob Bonta and Delaware Attorney General Kathy Jennings, who signed memoranda of understanding with OpenAI in October 2025 CalMatters. The structure is not uncommon for large technology companies that want a nonprofit wrapper.

But the foundation's $180 billion in paper assets and its $1 billion grant pledge sit atop a governance mechanism that legal scholars describe as legally permissive rather than legally binding. The public benefit corporation structure was designed precisely to allow companies to balance mission and profit — not to ensure mission wins. In OpenAI's case, the mission-oriented body and the profit-oriented body share most of the same directors. The for-profit entity's statute gives it the option to choose profit whenever the board decides mission is inconvenient.

That is not a governance check. It is a governance frame.

The question worth asking is what the structure would need to actually function as a check: an independent foundation board with directors who do not serve on the for-profit board, a clear contractual mechanism rather than a statutory one for enforcing mission priority, and a track record of using that power. None of those conditions currently exist. What exists instead is one of the largest nonprofit foundations in American history, attached to one of the most valuable companies in the world, with the legal architecture of a holding company and the governance depth of a subsidiary.

The structure was built to look like accountability. Whether it functions as accountability depends entirely on whether OpenAI's leadership ever wants to test it.

They have not yet needed to.