What Is CZI Really Up To?

It turns out, it was capitalism all along. — Kara Swisher

The Chan Zuckerberg Initiative was established on December 1, 2015, with a pledge from co-founders Priscilla Chan and Mark Zuckerberg that they would transfer 99% of their shares of Facebook to CZI to make the world a better place for their children. Their son Max was the recipient of the public letter announcing CZI and the couple’s intention to pay it forward.

With this foregrounding, you would be forgiven for thinking the parents were giving up their shares, and that CZI was a charitable organization set up to receive these shares, to the benefit of society.

Not so fast. There’s a lot more going on here.

CZI Is Not a Charity

The Chan Zuckerberg Initiative is not a charity, but a limited liability company (LLC). This means it is a private for-profit that passes its revenues through to its owners.

CZI LLC was formally established in Delaware on December 15, 2015 — two weeks after the pledge to surrender 99% of Facebook stock was made. Its registered agent is a firm that specializes in various legal services, but especially in setting up corporations and serving notice like subpoenas.

An LLC was registered in California for CZI LLC in January 2016 so the company could “transact intrastate business in California.”

In California, where Zuckerberg and Chan reside, CZI LLC’s principal address is the same as that of ICONIQ Capital, LLC, Zuckerberg’s investment management firm, one known to manage investments for high net-worth individuals with the goal of transferring wealth across generations.

ICONIQ Capital also manages at least two other Zuckerberg LLCs — Chan Zuckerberg Holdings II, LLC, and Chan Zuckerberg Holdings III, LLC.

Chan Zuckerberg Holdings I, LLC, is handled elsewhere. It is located at an address shared by the Chan Zuckerberg Biohub, San Francisco, according to one listing.

The California CZI LLC has as its “authorized employees” a list of people working at a process service firm in Sacramento, one which outlines its work in the following way:

Serving legal documents is a crucial step in the legal process. Improper or inadequate service can lead to delays, jeopardize your case, and even result in legal consequences. By hiring a professional process server, you can ensure that the service of process is handled with precision, leaving no room for errors.

Using process servers as agents for LLCs must be a common practice. Kamala Harris’ new LLC, Pioneer49, lists many of the same individuals at the same firm as its “employees.”

Other Chan Zuckerberg LLCs use this firm — or another with even louder claims on its website.

In a critique of CZI’s operation as an LLC, two health professors from York University in Toronto wrote in 2017:

. . . by opting for the LLC structure, Chan and Zuckerberg maintain complete control over their fortunes, and have, in essence, simply transferred money from one pocket to another. . . . Using the LLC model paired with plans to donate shares rather than cash [to related non-profits also under his control], Zuckerberg might be able to effectively shelter billions of dollars of income from taxation.

The people more squarely in the non-profit space saw it from the beginning, with one writing in 2016:

It appears that the LLC has no connection to any 501(c)(3) organization, meaning that all the Zuckerbergs have done is shift wealth from holding it directly to holding it through an LLC. This is a non-event from a philanthropy standpoint.

CZI LLC and CZI Biohub

CZI LLC has established a few 501(c)3 organizations, with the main one being the Chan Zuckerberg Biohub, which was established in September 2016 with $600 million in initial funding. It received no more funding until 2023, when another $1.2 billion showed up. Whether these amounts were the value of the stock transferred, which could be sold at various times to fund the Biohub initiative, or represent cash, isn’t clear, but I’m betting it was stock as the run-rate of Biohub expenses is about $100 million per year, meaning it would make more sense to let the stock ride.

It also means there may not be another infusion for more than a decade, at which point Zuckerberg will be in his 50s and Max will be in college. If we still have colleges . . .

Chan Zuckerberg Biohub has a lot of real estate investments. It also pays well for a non-profit, with eight employees pulling down more than $500K per year in salary. The President (Joe DeRisi), who has been there since the founding, makes more than $900K.

CZI LLC As a Business

CZI LLC also has an entire page of “initiatives.” These get sold off like assets from a for-profit — which makes sense, because that’s what CZI LLC is. One initiative was purchased in 2023, another in 2021, another in 2020, another in 2019, and yet another in 2019. The last one was worth $750 million in cash and stock.

CZI LLC is making bank.

• In 2022, CZI LLC announced $6.1 million going to bioRxiv and medRxiv, with a portion going to Hypothes.is, which had just months before changed its status from a non-profit to be for-profit public benefit corporation called “Annotation Unlimited PBC.” It is also registered in Delaware primarily and secondarily in California. There, it is listed as a “stock corporation,” a corporate structure that allows the owner to raise capital by issuing shares. Dan Whaley is the registered agent.
  • This move had been considered for a while, as the Delaware PBC filing was placed first in 2019, and the non-profit reports for Hypothes.is showed little after 2019 until they ceased in 2022.

CZI LLC and openRxiv Corp.

In March 2025, CZI LLC announced the formation of a new non-profit as “the organizational home” for the two CSHL preprint servers, bioRxiv and medRxiv, while developing new technologies in the process. Called openRxiv, its full name is actually “openRxiv Corp.”

Scott Fraser, VP of Science Grant Programs at CZI LLC since 2024, was named Board Chair at openRxiv Corp. This is how I will be referring to it from now on, as well.

Despite bioRxiv and medRxiv having been founded by CSHL employees and established at CSHL for years, openRxiv Corp. was set up as a California non-profit using the same firm as CZI LLC, and the same people as contacts:

The address for openRxiv Corp. is that of CSHL, however:

1 BUNGTOWN RD. COLD SPRING HARBOR, NY 11724

• This seems like window-dressing, as no board position is occupied by anyone from CSHL.

The reason to establish a separate, California-based non-profit seems to be so that CZI LLC can have a non-profit entity under its control, with Fraser in charge.

Even though openRxiv portrays itself as an “independent nonprofit,” since Fraser is an employee of CZI LLC, he really is the boss of openRxiv Corp. for all intents and purposes. It is also a non-profit set up in the same state and by the same people as CZI LLC.

In a corporate organizational chart, CZI LLC would be the parent, openRxiv Corp. another non-profit subsidiary.

Open Questions

There are a few questions this all raises:

• When you boil away all the happy talk, did CZI LLC essentially acquire bioRxiv and medRxiv?
• Did CSHL in general — and the bioRxiv/medRxiv people specifically — know openRxiv Corp. was becoming another CZI LLC non-profit with various rights to IP, technology, and content resolving to the private benefit of one of the richest men in the world?
  • The contract establishing openRxiv Corp. would be really interesting to see.
  • Promises to make openRxiv Corp. tech open source have been made, but that may be meaningless given the corporate structure — things can change, and choices about what technology is allocated to openRxiv Corp. vs. CZI LLC matter.
• Was promising to transfer 99% of their personal shares to CZI LLC just a head fake, a way of keeping the money while simply moving it to another entity they also controlled?
  • Was changing the name from Facebook to Meta also helpful in this regard?
  • How does any of this bear on the FTC case against Meta? Is CZI LLC out of scope, despite being a place to stash shares and personal wealth?
• Is what has become known as “philanthrocapitalism” even a direction we want to go in?
  • Capitalists are idiosyncratic.
    • Jeffrey Epstein was among them so they are far from pure in motive or action.
      • CZI LLC has been accused of having a “racial blindspot.”
  • Just recently Chan and Zuckerberg announced they will be closing the school they created in 2016.
    • In the coverage, CZI LLC is referred to as “the couple’s charitable foundation.”

What Do You Think?

In 2021, I surveyed readers to get a sense of whether given Facebook’s and Zuckerberg’s behaviors, CSHL should drop funding from CZI. Most thought they should:

The feeling was almost unanimous across roles in the space:

• Publisher —> Yes, 50% — No, 47% — Other, 3%
• Editor —> Yes, 77% — No, 0% — Other, 22%
• Librarian —> Yes, 67% — No, 33%
• Researcher —> Yes, 50% — No, 50%
• Technologist —> Yes, 70% — No, 30%
• Other —> Yes, 80% — No, 20%

Now, it seems as if it’s too late, as the preprint servers from CSHL appear to have been acquired by a new non-profit spun out of CZI LLC. I don’t know that CSHL could get them back even if they wanted to.

Yet, I’m still curious. So, if you’d be kind enough to take this easy, two-question survey again now — after seeing more of Meta’s and Zuckerberg’s behavior since 2021, and after learning more about CZI LLC and its organizational aspects and potential rationale for establishing openRxiv Corp. — please click the link below. Results will be shared later this week.