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OpenAI departures: Why can’t former employees talk?

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Re: OpenAI departures: Why can’t former employees talk?

#251

A lot of the brouhaha about OpenAI is silly, I think. But this is gross. Forcing employees to sign a perpetual non-disparagement agreement under threat of clawing back the large majority of their already earned compensation should not be legal. Honestly it probably isn't, but it'll take someone brave enough to sue to find out.

If I have equity in a company and I care about its value, I’m not going to say anything to tank its value. If I sell my equity later on, and then disparage the company, what can OpenAI hope to do to me?

Re: OpenAI departures: Why can’t former employees talk?

#253

Earlier quoted context omitted.

Their profit is capped at $1T, which is amount no company has ever achieved.

No company? Are you sure? Aramco?

Apple has spent $650 billion on stock buybacks in the last decade.

Granted, that might be most of the profit they have made, but still, they're probably at at least 0.7T$ so far. I bet they'll break $1T eventually.

Re: OpenAI departures: Why can’t former employees talk?

#254

A lot of the brouhaha about OpenAI is silly, I think. But this is gross. Forcing employees to sign a perpetual non-disparagement agreement under threat of clawing back the large majority of their already earned compensation should not be legal. Honestly it probably isn't, but it'll take someone brave enough to sue to find out.

If I have equity in a company and I care about its value, I’m not going to say anything to tank its value. If I sell my equity later on, and then disparage the company, what can OpenAI hope to do to me?

> If I sell my equity later on, and then disparage the company, what can OpenAI hope to do to me?

Well, that would obviously depend on the terms of the contract, but I would be astonished if the people who wrote it didn't consider that possibility. It's pretty trivial to calculate the monetary value of equity, and if they feel entitled to that equity, they surely feel entitled to its cash equivalent.

Re: OpenAI departures: Why can’t former employees talk?

#255

A lot of the brouhaha about OpenAI is silly, I think. But this is gross. Forcing employees to sign a perpetual non-disparagement agreement under threat of clawing back the large majority of their already earned compensation should not be legal. Honestly it probably isn't, but it'll take someone brave enough to sue to find out.

If I have equity in a company and I care about its value, I’m not going to say anything to tank its value. If I sell my equity later on, and then disparage the company, what can OpenAI hope to do to me?

They can sue you into bankruptcy, obviously.

Also, what if you can't sell? Selling is at their discretion. They can prevent you from selling some of your so-called "equity" to keep you on their leash as long as they want.

Re: OpenAI departures: Why can’t former employees talk?

#256

A lot of the brouhaha about OpenAI is silly, I think. But this is gross. Forcing employees to sign a perpetual non-disparagement agreement under threat of clawing back the large majority of their already earned compensation should not be legal. Honestly it probably isn't, but it'll take someone brave enough to sue to find out.

If I have equity in a company and I care about its value, I’m not going to say anything to tank its value. If I sell my equity later on, and then disparage the company, what can OpenAI hope to do to me?

From what other people have commented, you don't get equity. You get a profit sharing plan. You're chained to them for life. There is no divestiture.

Re: OpenAI departures: Why can’t former employees talk?

#257

Earlier quoted context omitted.

It's not. The earlier tweets explain: the initial agreement says the employee must sign a "general release" or forfeit the equity, and then the general release they are asked to sign includes a lifetime no-criticism clause.

I'm no lawyer but this sounds like something that would not go well for OpenAI if strongly litigated

>I'm no lawyer

Have any (startup or other) lawyers chimed in here?

Re: OpenAI departures: Why can’t former employees talk?

#258

Earlier quoted context omitted.

My initial reaction was "Hold up - your RSUs vest, you sell the shares and pocket the cash, you quit OpenAI, a few years later you disparage them, and then when? They somehow try and claw back the equity? How? At what value? There's no way this can work." Then I remembered that OpenAI "equity" doesn't take the form of an RSU or option or anything else that can be converted into an actual share ever. What they call "e…

This is wrong on multiple levels. (to be clear I don't work at OAI) > They don't share the equivalent of a Cap Table with employees, so there's no way to tell what sort of ownership interest a PPU represents It is known - it represents 0 ownership share. They do not want to sell any ownership because their deal with MS gives MS 49% ownership and they don't want MS to be able to buy up additional stake and control the…

> Note at offer time candidates do not know how many PPUs they will be receiving or how many exist in total. This is important because it’s not clear to candidates if they are receiving 1% or 0.001% of profits for instance. Even when giving options, some startups are often unclear or simply do not share the total number of outstanding shares. That said, this is generally considered bad practice and unfavorable for employees. Additionally, tender offers are not guaranteed to happen and the cadence may also not be known.

> PPUs also are restricted by a 2-year lock, meaning that if there’s a liquidation event, a new hire can’t sell their units within their first 2 years. Another key difference is that the growth is currently capped at 10x. Similar to their overall company structure, the PPUs are capped at a growth of 10 times the original value. So in the offer example above, the candidate received $2M worth of PPUs, which means that their capped amount they could sell them for would be $20M

> The most recent liquidation event we’re aware of happened during a tender offer earlier this year. It was during this event that some early employees were able to sell their profit participation units. It’s difficult to know how often these events happen and who is allowed to sell, though, as it’s on company discretion.

This NDA wrinkle is another negative. Honestly I think the entire OpenAI compensation model is smoke and mirrors which is normal for startups and obviously inferior to RSUs.

https://www.levels.fyi/blog/openai-compensation.html

Re: OpenAI departures: Why can’t former employees talk?

#259

Earlier quoted context omitted.

In the past a lot of options would expire if you didn’t exercise them within eg. 90 days of leaving. And exercising could be really expensive. Speculation: maybe the options they earn when they work there have some provision like this. In return for the NDA the options get extended.

Options aren't vested equity though.

... They definitely can be. When I worked for a small biotech company all of my options had a tiered vesting schedule.

Re: OpenAI departures: Why can’t former employees talk?

#260
post #154

Earlier quoted context omitted.

My initial reaction was "Hold up - your RSUs vest, you sell the shares and pocket the cash, you quit OpenAI, a few years later you disparage them, and then when? They somehow try and claw back the equity? How? At what value? There's no way this can work." Then I remembered that OpenAI "equity" doesn't take the form of an RSU or option or anything else that can be converted into an actual share ever. What they call "e…

Wow. Smart for them. Former employees are behooved to the company for an actual perpetuity. Sounds like a raw deal but when the potential gains are that big, I guess you'll agree to pretty much anything.

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