The space race is getting more complex. Instead of Jeff Bezos and Elon Musk just trying to one-up each other with space-related projects, they’re trying to land and secure the best talent to make that happen. To compete with the fact that many SpaceX employees became millionaires following the company’s recent IPO, Blue Origin is reportedly rolling out a more generous equity plan after internal backlash over an older scheme that left workers holding effectively worthless options while their counterparts at SpaceX got rich, according to agreements obtained by Business Insider. But the new plan comes with an unusual non-compete clause: Employees would have to forfeit all of their stock options if they join a competitor (say, SpaceX) within 18 months of leaving the company, according to Business Insider.
Clearly, the timing isn’t a coincidence. Just weeks ago, Blue Origin’s biggest competitor, SpaceX, went public on the Nasdaq on June 12 in the largest IPO in history, turning an estimated 4,400 current and former employees into paper millionaires, from executives down to welders and machinists who’d been granted stock over the years. About 400 of them are now worth $100 million or more. For a Blue Origin employee weighing a bigger equity package given that context, the trade-off is sharper than it looks, Evan Mills, an associate financial advisor at Scholar Financial Advising who counts SpaceX employees among his clients, told Fortune.
A clause like this means “you’re basically trading off the upside you can have with the stock against the mobility you give up if you leave for a competitor,” he said.
Vested or unvested, an employee who leaves for a rival “could lose everything they gained.” The equity, he added, “isn’t just illiquid, it’s conditional.”
Blue Origin didn’t immediately respond to Fortune’s request for comment. That dilemma is what he called “golden handcuffs,” meaning there is real upside if the company performs well, but no clean way out if you want to keep the equity.
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So one company just showed its workforce exactly what employee equity is worth when there’s a way to cash out. The other is offering bigger packages while keeping tight control over whether, when, and how employees ever see the money. Employees never actually own the stock
What’s most interesting about Blue Origin’s equity plan is how it actually works. According to Business Insider, Blue Origin employees would never actually own company shares.
Once options vest and are exercised during a liquidity event (like an IPO, company sale, or some funding rounds) the shares are “immediately and mandatorily” repurchased by Blue Origin, which also has “sole discretion” about whether a given funding round even qualifies as a liquidity event.
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In other words, the company controls both the exit and the price of the shares. The options are offered at a fixed price of $9.50, vest up to 25% in the first year, and then in quarterly installments, according to BI. They expire 18 months after an employee leaves if no liquidity event has happened, separate from the non-compete.
Is a stock-forfeiture clause really a non-compete? Edward Hones, an employment attorney and owner of Hones Law Seattle Employment Lawyers, told Fortune the forfeiture provision is essentially a non-compete wearing a different outfit. Washington looks at what a provision does, not what it’s called.
So a rule that strips you of your equity for taking a competitor’s job is still a restriction on competition, he argued.
“If you lose your equity for taking a job at a competitor, that’s still a restriction on competing, just written differently,” he added. “[It’s] worth noting that Blue Origin reportedly left Washington and California employees out of this clause, which suggests their own lawyers were worried it wouldn’t hold up here.” Both states sharply limit non-competes, and California bans most outright. But the carve-out still leaves most of the workforce covered, since Blue Origin’s employees are concentrated in Florida, Texas, and Alabama, states where the clause applies.
It also matters whether options are vested or unvested. Vested options are “pay you already earned for work you already did,” Hones said, and courts are generally more reluctant to let a company claw those back than unvested ones.
Tying stock forfeiture to competition like this remains unusual outside private-equity-style firms, he added, and 18 months is longer than what he typically sees.
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What is the equity actually worth? This leaves Blue Origin employees with one major question: Is it really worth it if you can’t easily sell your shares, the company sets the price, and you might lose it? While equity like this can be a meaningful part of a balance sheet, it isn’t cash or public stock, Osman R. Minkara, founder and managing director of CIG Capital Advisors, told Fortune.
“It is only when a liquidity event takes place that value and access to the funds become more certain,” he said, which is exactly what SpaceX employees just got, and Blue Origin’s have not.
When an asset is contingent on staying employed, he added, he urges clients to be cautious about making major financial decisions based on its expected value. “A sound financial plan should encompass multiple scenario planning and remain durable even if circumstances change,” he added.
All of this said, SpaceX employees shouldn’t feel completely sound quite yet because of concentration risk. “We work with a lot of SpaceX employees, and it’s really hard when you work with people at companies that have grown into massive companies to explain the need for diversification,” Mills said. “They believe so strongly in what they do and the vision they have; they feel like these companies can never go down.”
But when someone’s entire portfolio hinges on one company, it’s “dangerous,” Mills warned.
“Every single person believes their company is going to change the world and the price is just going to go to the moon,” he added. “And that could be reality, but are you willing to bet your retirement on that dream?”
