zlacker

What a lot of people seem to be missing here is that RSUs are usually double-trigger for private companies. Vested shares are not yours. They are just an entitlement for you to be distributed common stock by the company. You don't own any real stock until those RSUs are released (typically from a liquidity event like an IPO).

Companies can cancel your vested equity for any reason. Read your employment contract carefully. For example, most RSU grants have a 7 year expiration. Even for shares that are vested, regardless of whether you leave the company or not, if 7 years have elapsed since they were granted, they are now worthless.

>>lopken+(OP)
Yes, they can choose not to renew and IANAL, but I'm fairly certain there has to be a valid reason to cancel vested equity within the 7 year time frame, i.e. firing for cause. I don't think a right to shares within the period can be capriciously taken away. You have a contract. The terms matter.

>>lopken+(OP)
> if 7 years have elapsed since they were granted, they are now worthless

Once vested, RSUs are the same as regular stock purchased through the market. The company cannot claw them back, nor do they "expire".

>>darth_+91
No, this is not true. That's the entire point I'm making. An RSU that is vested, for a private company, is not a share of stock, it's an entitlement to receive a share of stock tied to a liquidity event.

> same as regular stock purchased through the market

You cannot purchase stock of a private company on the open market.

> The company cannot claw them back

The company cannot "claw back" a vested RSU but they can cancel it.

> nor do they "expire".

Yes, they absolutely do expire. Read your employment contract and equity grant agreement carefully.

>>lr4444+41
> You have a contract. The terms matter.

Right. In the case of OpenAI, their equity grant contracts likely have a non-disparagement clause that allows them to cancel vested shares. Whether or not you think that is a "valid reason" is largely independent of the legal framework governing RSU release.

>>lopken+M1
It's just a semantic issue. Some folks will say aren't really fully vested when they are double trigger until the second trigger event. Some will say they are vested but not triggered, other people say similar things.

>>lopken+(OP)
The 7 year expiry time exists so IRS lets you give RSUs different tax treatment than regular stock. The idea is because they can expire, they could be worth nothing. And so the IRS cannot expect you to pay taxes on RSUs until the double-trigger event occurs.

But none of this means the company can just cancel your RSUs unless you agreed to them being cancelled for specific reason in your equity agreement. I have worked at several big pre-IPO companies that had big exits. I made sure there were no clawback clauses in the equity contract before accepting the offers.

>>darth_+91
this is incorrect. Private company RSUs often have double trigger with second trigger being IPO/exit. The "semi" vested RSUs can expire if the company does not IPO in 7 years.