OpenAI has an unusual, extremely restrictive off-boarding agreement with a lifelong nondisparagement commitment; those who don't sign it lose all vested equity

Why is OpenAI's superalignment team imploding? — Editor's note, May 17, 2024, 11:20 pm ET: This story has been updated …

Vox 2024-05-18 Kelsey Piper

Context & Ripple Effects

The reported exit terms sit alongside earlier tension over OpenAI's pace and governance, including the conflict between its profit and nonprofit camps. They matter because they potentially shape whether departing employees can publicly describe those internal disputes.

The issue quickly became an accountability test: subsequent reporting described aggressive tactics toward former staff, followed by OpenAI's move to release many former employees from the nondisparagement provisions.

First-order effects

Departing OpenAI employees face a direct trade-off between signing a lifelong nondisparagement commitment and retaining vested equity, increasing the personal cost of speaking publicly after exit.
OpenAI gains a contractual mechanism that can deter public criticism from former staff, particularly those with material equity at stake.

Second-order effects

The terms can make retention, recruiting, and internal escalation more consequential: prospective and current employees may weigh compensation against limits on their ability to discuss workplace or safety concerns after departure.
Governance stakeholders receive less unfiltered information from ex-employees when exit terms discourage disclosure, increasing the importance of formal board and internal reporting channels.

Third-order effects

If restrictive exit provisions become common at frontier AI labs, employment agreements could become a durable part of AI governance—not merely an HR matter—because they affect who can surface concerns about development and oversight.
The later reversal suggests that reputational pressure can constrain these clauses; whether that produces lasting limits depends on enforcement, governance practices, and competitors' hiring norms.

The trend: Frontier AI labs are increasingly being judged not only on model development but on whether their employment and governance structures permit credible internal dissent.

Discussion

@paul_rietschka Paul Rietschka on threads
Such a den of iniquity. Also, this picture is hilarious: one of these men is a high school graduate, the other holds a doctorate and has a substantive publishing history in the ML field. They both, here, were employees of the same ML research organization. Which do you think i…
@matunos@mastodon.social @matunos@mastodon.social on mastodon
@Techmeme in other words it's not really vested
@kelseytuoc Kelsey Piper on x
But when you actually quit, the ‘general release’? It's a long, hardnosed, legally aggressive contract that includes a confidentiality agreement which covers the release itself, as well as arbitration, nonsolicitation and nondisparagement and broad ‘noninterference’ agreement.
@kelseytuoc Kelsey Piper on x
When you leave OpenAI, you get an unpleasant surprise: a departure deal where if you don't sign a lifelong nondisparagement commitment, you lose all of your vested equity: https://www.vox.com/...
@soumithchintala Soumith Chintala on x
i got confirmation from multiple ex-OpenAI folks that this is true, and that's why they don't say anything negative about their experience.
@s_oheigeartaigh @s_oheigeartaigh on x
It seems the only way to approach such a high-stakes challenge responsibly. I struggle to imagine anything more antithetical to those discussions than punitive NDAs that so heavily penalise staff who might want to raise such concerns; after those staff have apparently failed 5/6.
@s_oheigeartaigh @s_oheigeartaigh on x
The goals OpenAI and others have set themselves require solving major problems and risks. Doing so safely means being careful to make it possible to raise concerns, ask for (and justify need for) help, and yes, even criticise where warranted. 4/5
@garymarcus Gary Marcus on x
also creepy.
@fchollet François Chollet on x
Given the rumors swirling around this company, it makes sense they'd do whatever they can — no matter how unusual or extreme — to enforce silence
@krishnanrohit Rohit on x
On feeling AGI. There's the talk of schisms inside OpenAI, as written in Jan's thread, where safety was given short shrift and the company had other priorities. This is seen as an example of where OpenAI, and Sam Altman specifically, is just another accelerationist and doesn't [i…
@kelseytuoc Kelsey Piper on x
I'm getting two reactions to my piece about OpenAI's departure agreements: “that's normal!” (it is not; the other leading AI labs do not have similar policies) and “how is that legal?” It may not hold up in court, but here's how it works:
@s_oheigeartaigh @s_oheigeartaigh on x
In 2019/2020, we and many others worked with OpenAI researchers on workshops and a report focused on moving “ beyond principles to a focus on mechanisms for demonstrating responsible behavior.” The workshops explored importance of whistleblowing. 1/4 https://www.towardtrustworthy…
@kelseytuoc Kelsey Piper on x
OpenAI's leadership likes to talk about their commitment to democratic governance and oversight. It's hard to take them seriously when they're springing a surprise of this magnitude on former employees in order to shut down conversations about the company.
@s_oheigeartaigh @s_oheigeartaigh on x
to resolve these matters internally with management. I'm shaken by this reporting, and I hope there is something I don't know that can explain it. 6/6 https://www.vox.com/...
@kelseytuoc Kelsey Piper on x
Finally, I want to make it clear that I contacted OpenAI in the course of reporting this story. So did my colleague @SigalSamuel . They had every opportunity to reach out to the ex-employees they'd pressured into silence and say this was a misunderstanding. I hope they do.
@emostaque Emad on x
[image]
@gergelyorosz Gergely Orosz on x
I assume these are pretty common terms at every other nonprofit worth more than $60B to be honest. (Name another one, ha!)
@elonmusk Elon Musk on x
@KelseyTuoc Doesn't sound super open
@kelseytuoc Kelsey Piper on x
And if you don't sign within sixty days your units are gone. And it gets worse - because OpenAI can also deny you access to the annual events that are the only way to sell your vested PPUs at their discretion, making ex-employees constantly worried they'll be shut out.
@robbensinger Rob Bensinger on x
This level of reputation management seems congruent with the reporting that @sama tried to get @hlntnr kicked off the OpenAI board for publicly criticizing some of OpenAI's safety practices, and that this sparked the board conflict. I'm actually very sympathetic to orgs like
@brendengallager Brenden Gallagher on x
Sounds like a company with nothing to hide and an accurate valuation 👍🏼
@mattbruenig Matt Bruenig on x
if this is you, hire me
@robbensinger Rob Bensinger on x
This level of reputation management seems congruent with the reporting that @sama tried to get @hlntnr kicked off the OpenAI board for publicly criticizing some of OpenAI's safety practices, and that this sparked the board conflict. I'm actually very sympathetic to orgs like
@kelseytuoc Kelsey Piper on x
And that onboarding paperwork says you have to sign termination paperwork with a ‘general release’ within sixty days of departing the company. If you don't do it within 60 days, your units are cancelled. No one I spoke to at OpenAI gave this little line much thought. [image]
@neelnanda5 Neel Nanda on x
I think this is absolutely outrageous behaviour from OpenAI, and far outside my understanding of industry norms. I think anyone considering joining OpenAI should think hard about whether they're comfortable with this kind of arrangement and what it implies about how employees are
@seyitaylor @seyitaylor on x
what is going on inside OpenAI? lifetime NDA? 🥲
@argleave Adam Gleave on x
A non-disparagement agreement that is itself subject to a non-disclosure agreement that you are only informed of when leaving the company is completely wild. I can't think of any other tech company that does anything like that, let alone a tech non-profit.
@kelseytuoc Kelsey Piper on x
Equity is part of negotiated compensation; this is shares (worth a lot of $$) that the employees already earned over their tenure at OpenAI. And suddenly they're faced with a decision on a tight deadline: agree to a legally binding promise to never criticize OpenAI, or lose it.
@jmannhart Jonathan Mannhart on x
This is quite insane. OpenAI's NDA that current whistleblowers have to grapple with. From @KelseyTuoc: [image]
@kelseytuoc Kelsey Piper on x
When you leave OpenAI, you get an unpleasant surprise: a departure deal where if you don't sign a lifelong nondisparagement commitment, you lose all of your vested equity: https://www.vox.com/...
@soumithchintala Soumith Chintala on x
holding your (already earned) stock compensation hostage over signing a non-disparagement clause is **not** normal. IMO its pretty sketchy and sleazy. Its sleazier when a super-majority of your compensation comes in the form of stock (like at OpenAI). Is this confirmed and real?
r/ChatGPT r on reddit
Why are OpenAI's top safety researchers quitting but few are speaking out? OpenAI hits them with a secret gag clause on the way out. …
r/LocalLLaMA r on reddit
COPEnAI - Employees banned from saying anything negative about employer for LIFE
r/singularity r on reddit
OpenAI departures: Why can't former employees talk, but the new ChatGPT release can?

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