# OpenAI tied vested equity to a non-disparagement agreement

Markdown copy of https://realalpha.app/s/openai-tied-vested-equity-to-a-non-disparagement-agreement/ on Real Alpha, the best minutes from long interviews with the people building AI. Cite and link the page, not this copy.

- Speaker: [Daniel Kokotajlo](https://realalpha.app/builders/daniel-kokotajlo/) · Daniel Kokotajlo is an executive director of the AI Futures Project and former OpenAI governance researcher. · Lead author of AI 2027. He left OpenAI's governance team in 2024 and now runs the AI Futures Project, a forecasting nonprofit.
- Host: [Joe Rogan](https://realalpha.app/people/joe-rogan/) · Host, The Joe Rogan Experience
- Show: The Joe Rogan Experience
- Episode: [Joe Rogan Experience #2551 - Daniel Kokotajlo](https://realalpha.app/v/hSQ1iVqEZO4/), Sep 9, 2026
- Moment: 1:09:13 to 1:11:37 of the episode (2 min), playing on https://realalpha.app/s/openai-tied-vested-equity-to-a-non-disparagement-agreement/; the episode from there: https://realalpha.app/v/hSQ1iVqEZO4/?t=4153

## Quote

> “you have to agree **not to criticize** the company, basically.”
> — [Daniel Kokotajlo](https://realalpha.app/builders/daniel-kokotajlo/) at [1:10:18](https://realalpha.app/v/hSQ1iVqEZO4/?t=4218) · The Joe Rogan Experience

## Takeaways

1. A clause in hiring paperwork made equity conditional at departure.
2. The exit agreement barred criticism and required secrecy.
3. Leadership changed the policy after employee and public backlash.

## About this segment

Daniel Kokotajlo says OpenAI's exit paperwork threatened his vested equity unless he signed an agreement not to criticize the company. Public backlash later led leadership to reverse course.

From “Joe Rogan Experience #2551 - Daniel Kokotajlo”, Sep 9, 2026. [Watch the full episode](https://realalpha.app/v/hSQ1iVqEZO4/)

## Transcript

Transcribed by machine (Whisper) from the episode’s audio, so a word may be off here and there.

[1:09:17](https://realalpha.app/v/hSQ1iVqEZO4/?t=4157) So this is when I left OpenAI. I left on good terms. I said goodbye to everybody. I said I was disillusioned with the company, and that's why I was leaving. And then I looked at the exit paperwork, and they were like, you have to sign this. And if you don't sign this, you lose all your vested equity. So, you know, you have your equity. Was that an arbitrary rule that they just came up with, or did that already exist when you were hired?

[1:09:43](https://realalpha.app/v/hSQ1iVqEZO4/?t=4183) It had existed when I – it was something that they had buried in the paperwork even from when I was hired. So it wasn't very obvious when I was hired. And, in fact, most employees – Did you have a lawyer go over everything? Not when I was hired. After I left, I did, right? So basically the way it works is they had set up, they had sort of like buried this in the paperwork somewhere when you get hired, but people didn't really notice it.

[1:10:04](https://realalpha.app/v/hSQ1iVqEZO4/?t=4204) And then like the less buried, more visible version was in the paperwork you're given at the end. And basically it tells you like, hey, because you signed this other thing way back when you were hired, your equity is forfeit unless you sign this thing now. And then you look at the thing that they want you to sign now. and it says you have to agree not to criticize the company, basically. And you can't tell anyone about this.

[1:10:29](https://realalpha.app/v/hSQ1iVqEZO4/?t=4229) So most people signed it, but I was pretty pissed at them, calling themselves a nonprofit, acting in the interest of humanity, etc. So I didn't sign it. I talked about it with some lawyers. I talked about it with my wife. We decided to just walk away. And we got lucky because it just blew up. After we refused to sign, they said, okay, fine, goodbye. And then a few weeks later, I was talking on a messaging forum about this, and people were asking me about my experience, and I told them about it.

[1:11:00](https://realalpha.app/v/hSQ1iVqEZO4/?t=4260) And then it just went mega viral. Everyone on Twitter was talking about it. A bunch of employees felt shocked because very few employees were aware of this whole thing. They thought the equity was theirs. They thought they'd been paid for years in this stuff. They didn't like the idea that it could be yanked away from them. you know um and um and so there was this big uproar and then leadership backed down and they said we're they said we we didn't know about this paperwork we're going to find out how it got in there um and uh and we're going to change it so that you can keep your equity and so that's what