OpenAI's chairman wrestles with the company's future

The big picture: OpenAI chairman Bret Taylor sits at the crux of this conflict.

• As he explained onstage at the Axios AI+ Summit Tuesday, Taylor intends to seek greater independence and resources for the nonprofit — while also enabling the for-profit to raise the money it needs to fulfill OpenAI's mission.
• The mission is "to ensure that artificial general intelligence benefits all of humanity."
• "Our fiduciary duty is to the mission, not to shareholders," Taylor said.

Yes, but: That mission is lofty but vague.

• Taylor, like OpenAI CEO Sam Altman and many others in the industry, believes that just getting to that level of AI will keep requiring injections of billions of dollars — money that will be increasingly tough to raise under the current structure.
• "We want to set up a corporate structure that enables the company to reach its mission," Taylor said.

Zoom in: If OpenAI's for-profit unit is to become independent and the nonprofit gives up its control over the entire enterprise, the board has to ensure the nonprofit is being fairly compensated for the separation.

• Part of that involves putting a valuation on OpenAI's business. Taylor agreed the situation in some ways resembles when a more traditional corporate board sells part or all of a company.
• "It's directionally the right way to think about it," he said.
• That could take the form of a large upfront payment, a stake in the for-profit entity or both.
• "We haven't figured it all out yet, so I can't speak to all the specifics," Taylor said.

Zoom out: It won't be easy to quantify the value of what the nonprofit — along with society writ large — is giving up by losing the control it now has over OpenAI.

• Right now the nonprofit board can overrule decisions the for-profit business might want to make, in the name of its mission.
• Indeed, the company's prior board said it was in furtherance of that mission that it fired Altman last year. He was later reinstated and then a new board — chaired by Taylor — was installed after employees and investors balked at his ouster.

The intrigue: The board of OpenAI is working against a ticking clock.

• As part of the last fundraising round, investors in OpenAI's for-profit business were given the right to demand their money back if the corporate structure wasn't changed within two years.
• While the exact structure and dollar amounts have yet to be determined, both the nonprofit and the for-profit organizations will continue after a restructuring. They just will be very different in scope and resources.

• The for-profit entity will have greater control over its destiny, both in terms of governance and the ability to raise the further capital it needs.
• The nonprofit will likely trade the direct control it now has for a huge endowment — in the billions of dollars — that it can use to do research, pursue policies and take other steps to shape the future of AI.

Friction point: Altman will presumably continue as CEO of the for-profit company after a restructuring. He also sits on the nonprofit board.

• That means right now he's sitting on both sides of what's likely to be a complex negotiation.

What they're saying: Taylor insists that the nonprofit could be more influential with the added resources it gains from the separation.

• "I'm excited about it," he said. "I think there's actually a way to set this up which sets the nonprofit to be more sustainable, extremely well financed."

The other side: Rivals have attacked OpenAI's efforts.

• Elon Musk has sued twice to block the restructuring, and Meta last week asked California's attorney general — who has authority over nonprofits operating in the state — to consider blocking the move.

Our thought bubble: Taylor sat on Twitter's board during the company's tumultuous sale to Musk, so he is no stranger to governance challenges. But the effort to revamp OpenAI's corporate structure could be his toughest board task yet.

• Taylor acknowledged as much. "Shareholders are well-identified people who you can talk to," he said. "A mission, on the other hand, is something that can be interpreted."

Go deeper: Watch the interview