Carta vs Forge When a Non-Compete Travels With the Shares

Carta can track vesting schedules, option grants, and cap table records cleanly, and if the platform runs a sponsor-authorized tender offer, it can administer that mechanically. What it won't do is tell the clinic director what happens to her unvested or vested-but-restricted equity if she leaves the practice or triggers a non-compete; that's governed entirely by her specific equity agreement.

Forge's buyer network connects sellers with outside institutional and accredited buyers already tracking specific, usually recognizable, venture-backed companies. A PE-backed physical therapy platform isn't in that category, and more fundamentally, clinician equity grants tied to continued employment and non-compete terms typically aren't freely transferable to an outside buyer at all, regardless of what marketplace they might otherwise be listed on.

Many clinician equity agreements vest over time and require continued employment, and some include provisions that reduce or eliminate vested equity's value, or trigger a mandatory buyback at a discount, if the clinician leaves and violates a non-compete. The real tradeoff isn't Carta versus Forge; it's staying long enough to fully vest and avoiding a triggering event versus leaving early and accepting whatever the agreement says happens to unvested or restricted shares.

Read the specific vesting schedule, the definition of a triggering event, and any mandatory buyback or forfeiture terms in the actual equity agreement, ideally with independent counsel who isn't representing the platform. Ask the platform's finance team directly what a departure, with or without a non-compete violation, actually does to the value of the equity, since that answer should come from the document, not from guessing.

Have independent counsel check whether unvested equity is simply forfeited on departure or converts to some reduced value, whether a non-compete violation triggers full forfeiture or just a discounted mandatory buyback, and how long the non-compete runs and in what geography. These details vary significantly between platforms and even between individual grants, and they materially change what staying versus leaving is actually worth to the clinic director.

Ask independent counsel to check these terms in the equity agreement:

• Whether unvested equity is simply forfeited on departure or converts to some reduced value.
• Whether a non-compete violation triggers full forfeiture or only a discounted mandatory buyback, including for vested shares.
• How long the non-compete runs and in what geography it applies.
• How the agreement defines a triggering event, so vague language doesn't decide the outcome later.

Independent counsel can typically review a single equity agreement and give a clear summary within one to two weeks. Getting the platform's finance team to confirm how a specific departure scenario would be calculated in dollars can take longer, often three to four weeks, since it may require sign-off from the sponsor rather than local practice management alone.

The most common mistake is a clinic director deciding to leave for a new opportunity without first understanding what that decision does to her unvested and vested equity, and being genuinely surprised by the number afterward. Say she assumed her vested shares were unconditionally hers regardless of why she left, only to learn after resigning that a non-compete violation triggers a mandatory buyback at a steep discount to fair value.

Get independent counsel to model the actual financial outcome of leaving under a few different scenarios before making the decision, not after. Ask specifically for a side-by-side comparison: staying through full vesting, leaving without triggering the non-compete, and leaving in a way that does trigger it, each with the resulting dollar outcome spelled out, so the decision is made with real numbers instead of an assumption about what vested equity is worth.

Even if a clinic director has no immediate plans to leave, it's worth negotiating clarity into her equity agreement now rather than waiting until a departure is already being planned: specifically, a clear, written definition of what triggers forfeiture versus a discounted buyback, and what doesn't. Vague language that's never been tested is a real risk, since its interpretation in a dispute may not match what either side assumed at signing.

If the platform is open to it, negotiate a defined 'garden leave' or notice period that lets a departing clinician wind down client relationships properly before the non-compete clock starts, since a clean handoff tends to benefit the platform as much as the departing clinician, and it's a reasonable ask even in a sponsor-drafted agreement.

Put the counsel's written summary in a place the clinic director can revisit later, since equity terms are easy to forget in the day-to-day of running a practice, and having it on hand avoids relearning the same lessons under pressure during an actual departure.