Understanding Liquidation: Definition and Relevance in OpenAI's Context‍

Casey Fenton


Liquidation – a word that stirs mixed feelings among founders and investors alike – is a significant event in the life cycle of any startup or company. It often carries a bleak undertone as it typically signals the end of a company's life cycle. But in the entrepreneurial world, liquidation can also denote an opportunity for stakeholders to realize returns on their investment.

Essentially, liquidation involves the dissolution of a company, with its assets being sold off to pay creditors. In the startup ecosystem, it also represents the moment when founders, investors, and employees get a share of the proceeds if any, after settling the company's liabilities.

Given its significance, we're going to delve into the concept of liquidation from the perspective of OpenAI, a prominent artificial intelligence research lab. This exploration will provide insights into how OpenAI's unique employee compensation structure and the peculiarities of its policy align with this significant event.

Definition of Liquidation

Liquidation, in its fundamental sense, is the process of converting a company's assets into cash to pay off its creditors. In a startup or business context, a liquidation event often refers to the sale or exit of the company, either through acquisition, merger, or Initial Public Offering (IPO). Such an event can trigger payouts to investors and, in some cases, to employees who hold equity in the company.

The Employee Compensation Structure at OpenAI

Understanding the compensation structure at OpenAI requires a nuanced examination of its unique model. The organization's compensation design is bifurcated into two main categories: a salary base and Profit Participation Units (PPUs).

Base Salary

As with any company, OpenAI provides its employees with a base salary. This is a fixed amount of money that an employee receives as compensation for performing their job. The base salary is determined by various factors, including the employee's role, experience, and the market rate for similar roles within the industry. OpenAI aims to attract top talent in the AI field, and thus, its base salaries are designed to be attractive and competitive in the AI research market.

Profit Participation Units (PPUs)

Beyond the base salary, OpenAI has an innovative component within its compensation structure: Profit Participation Units (PPUs). Unlike traditional startups, which often offer stock options or equity as part of their compensation packages, OpenAI has deviated from this norm due to its unique status as a capped-profit entity.

PPUs are contractual rights that give the holder a share of the profits generated by the company's activities. The concept is akin to having an equity stake in the organization but with notable differences. While equity stakes often carry voting rights and a claim on a portion of the company's assets, PPUs do not. They simply afford the holder a right to a portion of OpenAI's profits.

By offering PPUs, OpenAI enables its employees to participate in the organization's financial success, aligning incentives toward profit-generating activities and innovation. However, it is essential to note that this model also ensures that employees' rewards are tied to the realization of profits, not merely the potential increase in the company's value.

Why OpenAI Opted for Profit Participation Units

According to OpenAI's mission statement, it aims to ensure that artificial general intelligence (AGI) “benefits all of humanity” by structuring its employee compensation to prioritize this goal above profit-making. To align employee incentives with this mission, OpenAI thought of offering PPUs instead of typical equity shares or stock options. PPUs allow employees to partake in the financial success of OpenAI, without turning the mission of the organization into a for-profit endeavor.

PPUs differ from traditional Profit Interest Units (PIUs), which are common in Limited Liability Companies (LLCs). While both give holders the right to a share of future profits, PIUs also often confer a right to a share of the company's residual value in a liquidation event. In contrast, PPUs only grant a share in profits and don't entail any ownership stake or liquidation rights in the company.

Liquidation Factors for OpenAI

OpenAI's unique structure and its implementation of Profit Participation Units (PPUs) necessitate a distinct perspective on what constitutes a liquidation event and what factors may potentially trigger such an occurrence.

Unlike typical equity-based startups, where liquidation often signifies the conversion of equity to cash during an exit event like a sale, merger, or IPO, OpenAI's scenario is more complex due to the existence of PPUs. These profit-sharing instruments do not grant holders a claim on the residual value of the company, as would be the case with equity in a traditional liquidation event. Instead, a liquidation event for OpenAI would primarily influence the organization's ability to generate future profits, which is directly linked to the value of PPUs.

Several factors could be potential triggers for a liquidation event at OpenAI:

1. Successful Development and Deployment of AGI

If OpenAI were to successfully develop and deploy AGI, it could lead to significant profits. Although this might not be a liquidation event in the traditional sense, it could generate considerable profits for the organization and, by extension, for holders of PPUs.

2. Acquisition by or Merger with Another Entity

OpenAI could potentially be acquired by or merged with another entity. Although the PPU holders wouldn't directly profit from the sale as equity holders would, the new entity's ability to generate profits could have a significant impact on the value of the PPUs.

3. Conversion to a For-Profit Entity and Possible IPO

While OpenAI is capped-profit, its structural change to a for-profit entity becomes an issue. Again, while PPU holders wouldn't directly benefit from an IPO in the way that equity holders would, the move could enhance OpenAI's profit-making abilities, thereby indirectly benefiting PPU holders.

4. Paying off Creditors in a Financially Distressing Scenario

In a less ideal situation, OpenAI might need to liquidate assets to pay off creditors in a financially distressing situation. Such an event could impact OpenAI's profitability and, therefore, the value of PPUs.

Thus, the unique structure of OpenAI calls for a distinctive understanding of what constitutes a liquidation event. As PPU holders' rewards are tied to profit realizations, any event enhancing the profit-generating capacity of OpenAI positively impacts these employees. Conversely, events that reduce the company's profitability could negatively affect them. 

Controversies Surrounding Possible Liquidation of OpenAI

The unconventional approach OpenAI has taken with its compensation structure, particularly the use of Profit Participation Units (PPUs), has inevitably sparked some controversy. These controversies largely stem from concerns about the nature of PPUs, the absence of traditional equity stakes, and the implications these factors might have on both employee motivation and the outcomes of potential liquidation events.

Impact of Liquidation on Employee Compensation

Understanding the implications of a liquidation event on OpenAI's employee compensation requires a nuanced view of how it differs from traditional scenarios due to its use of Profit Participation Units (PPUs). Here are key points to consider:

  • No Direct Benefit from Sale or IPO: Unlike traditional stock options, PPUs do not entitle holders to a direct share of the proceeds from a liquidation event such as a sale, merger, or IPO. Therefore, in a scenario where OpenAI is liquidated, employees would not directly benefit from the liquidation proceeds as stock option holders would in a typical startup.

  • Implications of Increased Profitability: If a liquidation event were to increase OpenAI's capacity to generate future profits - for instance, through a beneficial merger or the successful deployment of AGI - this could be advantageous for PPU holders. Since their units entitle them to a share of the company's profits, any event that boosts profitability could lead to increased payouts for employees.

  • Potential Risk of Decreased Profitability: Conversely, a liquidation event that adversely impacts OpenAI's profitability could negatively affect PPU holders. For example, if the organization had to liquidate assets to pay off debts, it could reduce its future profit-generating capacity, which would in turn devalue the PPUs.

In summary, the impact of a liquidation event on OpenAI's employee compensation is intimately tied to its potential effects on the company's profit-generating capacity. As such, PPU holders have a keen interest in OpenAI's continued success and growth, reflecting the company's unique approach to aligning employee compensation with its broader mission.

RSUs as an Alternative: Impact on Liquidation Events

Another potential instrument in the realm of employee compensation that could be considered is Restricted Stock Units (RSUs). RSUs are a form of compensation offered by an employer to an employee in the form of company shares. However, the shares are "restricted" because they're subject to certain vesting conditions, which may include a period of service or certain performance milestones. Upon vesting, the RSUs are converted into actual shares, which the employee then owns outright.

The primary advantage of RSUs in the context of liquidation events is their inherent link to company ownership. When a liquidation event occurs, the value of RSUs is directly tied to the company's sale price or market value. This means that if the company is sold or goes public, employees holding vested RSUs stand to gain directly from the event. Unlike PPUs or PIUs, which are tied to the company's profit-generating ability and not its residual value, RSUs provide employees with a share of the company's worth at the time of liquidation. This can make them a more attractive form of compensation, particularly in a high-growth startup context where a successful exit could yield significant returns.


OpenAI's distinctive approach to its compensation structure, centered on the use of Profit Participation Units (PPUs), offers an intriguing alternative to traditional equity-based models. It represents an innovative way of aligning employee incentives with the organization's unique mission, ensuring that artificial general intelligence (AGI) is purposeful while giving employees a stake in the company's financial success.

Controversies surrounding potential liquidation events and their implications for PPU holders highlight the complexities and uncertainties of this novel model. Critics question whether the lack of traditional liquidation benefits might disincentivize employees and how the absence of a clear payout in the event of liquidation could impact employee morale and motivation.

In contrast, alternatives like Restricted Stock Units (RSUs) offer a more direct link to company ownership and the potential for substantial gains in the event of a successful exit. However, each model comes with its own set of pros and cons and must be evaluated within the specific context of the organization's objectives and circumstances.

As companies continue to innovate and experiment with different models, the insights gleaned from OpenAI's approach to employee compensation and liquidation can provide valuable lessons. The underlying question that remains is how best to align the interests of employees, the organization, and its broader mission. This dynamic interplay will undoubtedly continue to shape the evolution of compensation structures in the tech industry and beyond, providing fascinating fodder for ongoing debate and discussion.

In case this article triggered your curiosity about RSU and its simplistic approach to equity compensation, feel free to browse our resources here.

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Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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