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Restricted stock units (RSUs) make startup equity better with Bill Kerr

Hosted by Jason Atkins
President & Co-founder, Cake Equity
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In this podcast episode, Jason is joined by guest, Bill Kerr, who is the co-founder and CEO of Athyna. They discuss the use of restricted stock units (RSUs) in team equity and how they can be a better option than traditional stock options. They also talk about their experiences with incorporating their companies and managing global teams.

  • Learn about Bill Ker's journey, founder and CEO of Athyna -- a global talent platform helping to hire, manage & retain world-class global talent.
  • Gain insights from his firsthand experience in his capital raising journey.
  • A deep-dive into Restricted Stock Units -- ownership, vesting, exercising, and the tax implications that come with it.

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Transcription

Transcription to follow!

Jason Atkins: Hey, everyone! Welcome to Startup Equity Matters--a podcast about how to create value from startup equity. Here, we unpack equity stories from capital raising, team equity and ownership culture, exits, and stuff like that. I'm excited about today's guest. He's a super smart guy. He doesn't normally do podcasts, so I'm very grateful that he's joined us today. From what I can see so far, he really thinks outside the box. He's outspoken about his strategies for building an awesome startup and an awesome company, and he has some great views on how to do your team equity. Specifically around using RSUs, restricted stock units, instead of options. And recently when Cake released a major upgrade to our RSU feature, I instantly thought of Bill.

Jason Atkins: We're here to talk about equity, man. So that's all good. And look, timing is important. You're running your company... you're corporate out of Delaware, right? US company?

Bill Kerr: Yeah, we're a C-Corp out of Delaware. We incorporated through Stripe Atlas--super smooth and easy. So I'd recommend that to anyone. Yeah, we bank with Mercury and we're incorporated through Stripe Atlas in Delaware.

Jason Atkins: Yeah. So at the time, I think we weren't in the U.S. much. We're obviously, at Cake, going great in the U.S. now. But, you know, once your equity is sorted, you know, you don't really want to buck around with it too much. So the topic today is "Can restricted stock units make startup team equity better?" And Bill's already snuck into the chat. So welcome Bill Kerr, co-founder and CEO of Athyna.

Bill Kerr: Yeah, thanks, Jase. Thanks for having me. I'm excited to chat. As you mentioned earlier, I feel like we've been allies for a while, you know? Digital allies... LinkedIn buddies... We do Startmate stuff together and so forth. But yeah, we haven't really spent a whole lot of time hanging out. So I'm pumped to be here and hopefully can share some interesting stuff, if nothing else, as to how we've set up all of our equity for our global team.

Jason Atkins: Right, mate. Yeah, I totally agree. I think both Athyna and Cake are massive on startup culture, team culture, and also brand. I've been enjoying seeing those aspects of Athyna grow. It's been inspiring for me as well. I remember when you first came out with that psychedelic vibe, I was like, wow, that's cool. So yeah. And look, Athyna, I'd love to chat a little bit about that just to kick us off. So it's a global talent platform helping to hire, manage, and retain world-class global talent. So yeah, tell us a bit more about the vision and mission for Athyna, mate.

Bill Kerr: Yeah, so Athyna started... this is my second startup. So my first startup was called Adventure Fit, and we took people all around the world on adventure holidays for the wellness community. So we would go to, let's say, Vietnam, for example, and we would explore caves and rock climb and dive, and then we would train, do some level of mindfulness, so yoga or meditation, and we would, you know, see the cultural sites, drink a few beers, eat burgers, have as much fun as humanly possible. It was my lifestyle wrapped into a seven-day experience and sold on to people that wanted to join it. So it was super awesome, incredible product, incredible brand, but we never really made any money. I had to be scrappy. This is like 2013, 14, 15, 16, probably about four years there through that period. And I had to be smart and scrappy about how we built out the team. So we never really scaled the team. We had a small team in Latin America and a small team in Southeast Asia, basically because, like I said, when I say we were making no money, we were losing money and we didn't raise any money. So I was like, you know, putting all my money into it. We were selling trips to fund you know, having sale, putting trips on sale to fund current trips, it was a nightmare. It was a nightmare. But, and because we had no money, we kind of built a global team. And then I became, you know, this global teams guy for a couple of small you know, small business communities. And then originally had a co-founder, Drew. He actually left after the first year. But Drew and I, the plan was that I was going to be this guy that could help his small business community. He was like a business consultant. His small business community, build global teams, set up systems for remote work, asynchronous communication, so forth. And then how to find and manage, you know, global talent. So what happened was, What happened was I did some research and the original idea was that we just find a referral partner. I came back to Drew and said, "Hey, look, I don't really think anybody's doing this particularly well. I definitely think this is why the way the world is heading. And I think there's probably a good business model in here for us. And it's, it's pretty good, you know, positive impact on the world. So I think we should, we should do it together." And then yeah, that's what we set out to do. So  it's been pretty good. I mean, we're about four and a half years in . There's a lot of things that I'm super proud of, but none more than what you mentioned a little bit earlier is the brand and also the culture that we have at Athyna. We're profitable and growing fast and building some great tech and so forth. We've got many reasons to be really proud of what we've achieved so far and what we've built and what we will build. Well, you can't be proud of what you will build, but you're probably with me here. But the thing is, we built a beautiful brand and a brand that kind of stands for something and a meaningful culture. Our engagement scores at Athyna are 90, which 80% is considered excellent when you're talking about employee engagement. So our average on our quarterly engagement scores for three years, we've got like 70 people now. Our engagement scores on average are 90. So if 80 is excellent and 100 is perfect, we're somewhere in between excellence and perfection. So it's going well. It's interesting. But yeah, the thing that I am most proud of is branding culture. And I'll tell you why. I think it's an unlock. I think If you have a really strong brand, you end up having all-star talent kicking your door down to come and work with you. And if you have all-star talent kicking your door down to come work with you, you have an incredible culture, that all-star talent's going to come in and do their best work. And you won't have a clunky product or a broken go-to-market or this or that. If you've got all-star talent motivated to do their best work, things are probably going to fall into place somewhat. So yeah, no, it's good. I think it's great. I think it's great.

Jason Atkins: No, mate, I couldn't agree more. We invest so much in that at Cake and we're having very similar successes. So look, really stoked to see what you're doing and love the way you're building Athena. It's wicked, mate. Well done, well done. Mate, so look, this is obviously an equity-related pod and love to dig into some of the equity aspects of your journey. So let's kick off with capital raising. You said with the first company, you know, it's always good to get a couple of those early companies under your belt, learn a few things and what you want to do, what you don't want to do, that kind of thing. And then so I guess this time around with Athena, I know you raised a bit of capital. I don't know the whole story. Love to hear a bit about the capital- raising journey. I think you've done at least one super interesting raise that I'm keen to understand more about.

Bill Kerr: Yeah, it was funny. So what happened was, we decided so we've been bootstrapped up until, you know, the end of the third year, I guess, or maybe we're two and a half years in. And we decided that we wanted to build, so we've always been a talent platform. So effectively, we match make incredible talent with, you know, companies looking for talent. So basically, think of us as like a talent platform, talent network, talent marketplace kind of thing. So what we wanted to do, though, was We built EOR into our platform. So we wanted to be the first 360 degree global team building function. So basically tackling the two big problems of global hiring, compliance and finding talent. That's what, in my opinion, the two big problems to be solved. So, EOR was really hot at the time. Deel were raising multiple rounds, like very, you know, every three months, Oyster, Remote. It was pretty, pretty hot.

Jason Atkins: Deel pretty much broke every record, didn't they? Like a couple of years in there. Our chart was like vertical to like where the hell it got to.

Bill Kerr: They all kind of were too, Deel is definitely the leader now. I think Deel will be the next Salesforce, but Oyster was crushing it, Remote, you know, Globalization Partners for Hire, they would just all go on bananas.

Jason Atkins: So, we partnered with all them as well, because we've got super complimentary missions with Cake and Deel and Remote.

Bill Kerr: 100%. Yeah, we're really close with Oyster and Deel. I know the founder of Oyster, one of the founders, super well. And Deel, a little bit. I don't know the founders, but Deel and Oyster are great. So anyway, at the time, we built EOR, and then we planned to go out and raise with that as the feature. So global talent platform, and also compliance side handled as well. So we built everything, launched it right when we opened our round. We open the round in 2022. It was in March or April. I actually don't know like the date or even the month, one of those two months, I think. But what I do know is the day the round was open. So when I say the round is open, I mean that basically the data room is finished. Like people could actually, we'd had some exploratory calls, for sure, like a bunch of them. But when we were actually open for business, the data room is finished and we were going for it. So basically what I do know is we opened the round the day that Netflix made their first mass round of layoffs. And that was the one that everyone was like, "Huh, layoffs, massive round of layoffs." And it was like day zero. When people look back in 10 years to the 2022 market correction, that'll be day zero. So we opened our round. We started, so we had inbound from GGV, TCV, Sequoia, a bunch of the biggest funds in the world. And I remember having a meeting with a guy named Graham.  So we were talking to investors in Australia and also in the US. Australia were pretty reasonable with their multiples and what we should be shopping the round out at. And the US was just bonkers, as everybody knows. So I remember having a conversation with a guy from TCME. TCME are pretty big, like $5 billion fund or something like that. And he said to me, " Yeah, no, you want to raise it probably around 75 to 100X." He goes, "If you raise it anything less than 75, people won't take you seriously. And 60s, people will be laughing at that. 60s is a joke. You'd be ripping yourself off." I said, "OK", this is right before we're going to open the round. We opened the round trying to raise five mil at 45 mil. We had three calls with Sequoia, General Atlantic, which are too big for us, but we had three calls on them. K1, we had three calls. K1 told us, K1, a guy named Blaze, his name was. K1 said, "Oh, you've raised them 10 mil." I said, "Yeah." He goes, this is at the end of the call. I said, "Yeah." He goes , "Mate, we just raised an $11 billion fund. IIf we back you up, we'll give you more than 10 mil. " So things were going super. You know what I mean? It was like the market was starting to deteriorate slowly and then it started to deteriorate rapidly. So what happened with the round was we got to the point where in around May, maybe like six weeks into the round. Because I went to the US, we tried to compress everything, time pressure, get lots of meetings happening, so on and so forth. And we got to the very final stage of the midsize fund out of Austin. That was five, we'd reverted our raise back down a little bit. Well, not a little bit, we kind of halved, but we said 5 million at 25. That was awesome. That would have been amazing. And we got to the final stages with this fund out of Austin and then they had to go to their portfolio and like, check with two potential conflicts in their portfolio, and one of them, which it wasn't a conflict at all, one of them nixed the deal, said, "Nah, we're not happy with that, you can't." So, okay, no worries. So we go back on raising, and this is when it starts to get bad, you know. June, July is like, okay, shit's really hitting the fan here, worst downturn since 2000, you know, whatever, blah, blah, blah.

Jason Atkins: I was raising at the same time.

Bill Kerr: Yeah, you were, that's right. I've got a lot right here in my mood now and I'm sure you too.

Jason Atkins: I remember similarly, I was up in Singapore and we were doing some R&D up there and like some go-to-market research and I had a call about VC. I can't remember exactly when it was but it'd been like March that year and it was like, pretty sure everybody's just shut up there, put you in a book. "Oh, you might have to rethink this whole bad boy." Yeah, that was a shock.

Bill Kerr: So you ended up getting, you ended up raising through a launch in Jason Calacanis' fund. It was, did they lead it or something in there? You ended up having a good result in the end though, didn't you?

Jason Atkins: That was before that. So yeah, the round before that, we got J. Cal in... J. Cal and Rampersand. And then just after the pandemic hit, Rampersand led one. We still got a little round done. It was actually a good sized round, but it was probably half or a third of what we were hoping for. So it was still good. We're still happy, since not many people getting funded. So we're pretty stoked. But yeah, it was like a big shock to where we thought we were going.

Bill Kerr: It's pretty scary too, I feel like, especially for us, we made the decision to... because we hadn't raised money and we were growing like historically, we grew like 25% month on month for like two and a half years and money was cheap and easy and so we ended up taking on a little bit of debt to just supercharge growth just to build this product and then go and raise and so forth. So when the markets tightened, so did the options we had with our debt provider. And it was actually pretty sketchy. It was real scary for us for a little while there. Anyway, to wrap around and what have we raised and raised and raised. We got to the point in August where we had a final investor committee pitch with a $2 billion fund out of Europe. They were really keen. I chatted with them like three months ago, nine or 12 months after this all went down, and they said that they were 100% going to invest. Because what happened was we decided in August to kill EOR, the new product that we launched, we had EOR contracted management and a few other products and features. We made the decision to kill EOR, laser focus back to our core and grow our way out of this predicament.  at the same time... I love that.

Jason Atkins: We've done that too, multiple times. Let's get back to the core. Let's go.

Bill Kerr: Yeah, well, look, if you're not making bets that don't pay off, you're not really a startup and you're not really trying hard enough. You're not ambitious enough. So it felt like a loss at the time. But, it was not a loss. It was so everyone was so on board. Like, okay, we do one thing and we do it well. And we just started taking off like a rocket ship, but we still had this debt. So what we did was we raised, we opened the round and it was all VC-led. Like I said, we met with every, if you lay out the 15 biggest funds in the world, we met with Ford and we didn't meet with Andreessen. That's the only fund we didn't meet with. We met with them multiple times. So close with a couple, you know, here and there and what have you. But then we made the decision to kill the new product. So we couldn't pitch any VCs on a future that didn't exist anymore because half of the future we were pitching had just been deleted. So what we did at that point in time was we opened a bridge round. So we still had, actually we opened it like a month before this happened, before we closed everything off. So we went total scramble. We had one fund, brought us a little check, so it turned from a price round to a SAFE note. We got a little fund in on the SAFE, a bunch of angel money. We opened a community round, which a bunch of our talents and clients and allies and followers threw money into, and we raised about 500K. So, that was a bridge to get us to profitability, a bridge to get us to just through this period to like you know um take care of the debt that we we needed to take care of and so forth. But man, we got to, and I know we want to talk about equity in a sec, but  we actually got to a point on a Friday night in  probably like August of last year and I 've only kind of told the team or some of the team about this now. We got to the point on a Friday night where I had two scenarios, I had a scenario of like 30% layoffs, 30% of the team and a scenario: of more, like more, more.

Jason Atkins: I think in the last two years, everybody, every founder's had some of those plans around.

Bill Kerr: It was crippling stress and anxiety, and it was really, really bad.

Jason Atkins: I had to go see a bloody psychologist one time when this happened. When the pandemic hit, I nearly had a breakdown. I think I was crazy before I started the startup, because I officially saw a psychologist after starting it, because I was like, "How am I going to get through this?" I got all these people and like, yeah, it's crazy.

Bill Kerr: That pressure that you have when you employ people and you put food on their table and the market is terrible, so people aren't going to go and be able to find a job.

Jason Atkins: They can't get another job. That's the other thing. You're like, no way.

Bill Kerr: It was bad. I met with our leaders on a Friday night, told them all on Monday morning, we have to decide on the team. So over the weekend, think about it. I crunched the numbers 50 different which ways. And then on Sunday evening, I decided, "Okay, I think we've got a month left of having a crack here." And that's when we decided on the Monday morning, I rolled into work and I said, "Hey, everyone, we're killing all the new products. It's all dead. Stop it all immediately." We're zeroing in on our core, and we're going to back our team in, and we're going to grow our way out of it. And it was one of two things: it was a weak move--a decision that should have been made that I wasn't strong enough to make, or a master stroke. It looks like a master stroke. It worked out, but it was like, it could have been bad. Man, it was just crazy.

Jason Atkins: Love it. Walk off the tightrope. Let's call it a masterstroke because it worked, but it's amazing insights there. So that's some absolute gold on capital raising, but also runway, and managing priorities, and pivoting and working your way through revenue and costs and getting the profitability and all that stuff. And it's like, that's the big part of the founder journey, man. So, grateful to hear the story and also, that you managed to succeed through that. So, that's sick. So sick. And all companies that succeed go through this stuff, I think, in the first few years. Obviously, it's a bit easier in those years where the capital tap has turned on, but the best companies are probably built in these years where it's off because you've got to build a real company that bloody works. And then you can hopefully maintain that discipline and scale the thing up . Nice one, all right, well, let's get onto the, look, t hat's, I mean, great, great start. Love that gold already. Let's get into the meaty bit. We're here to talk about restricted stock units, RSUs. My experience with RSUs is very limited. I must say, you know, we started in Australia. A lot of my early startup career was in Australia and I don't think anyone does RSUs in the startup space in Australia. I think over time it could become more popular. We've been on a real education journey in that space. I know larger companies, mid-caps and listed companies, RSUs are quite common in Australia. And so the bigger we've gotten and the bigger our customers have gotten, the more of a necessity we've had to understand it and have product features for it. Getting over into the US and getting traction in the US has again, given us more motivation to understand and solve problems for RSUs, for our customers. And I guess it was around that moment, wasn't it? Where I launched, I'd seen you advocating for it and I'm like, oh, that's cool. That's interesting. I'd love to know more about that. And then we launched the product and I thought, bam, here's the moment where I can learn, you know, your insights and help educate people on what an RSU is and how or why it could be better for people to use instead of options, which options is the more traditional way of doing startup equity. So maybe we start with what sort of pushed you towards RSUs in the first place?

Bill Kerr: Well, for starters, when thinking about an equity plan, my belief is that you have to sit down and really craft your own philosophy around it. What level of people get what? How many people in the organization get equity? And for lots of companies, it's different. I know lots of friends that work at organizations where they were head of this, manager of that, and then when they qualified or were promoted to director level, they can access equity. That's an example, it's kind of common. That isn't what we wanted to do, so we wanted to be as open-handed as humanly possible from day one. The thing is, my motivation with Athyna is to make--I mean, I don't want to sound like I'm trying to pump my own tires here, but what fires me up the most is changing the financial future of our team. Because if we have any sort of result, I'm going to be able to buy 10 nice houses. You know what I mean? So I'm fine. And I'm a solo founder now as well. So the plan for us, when we sat down and we said, "Okay, what is the strategy? How are we going to go about this?" I said, "What's a regular equity plan look like?" Equity plan normally... you know, maybe 10 to 15%. I said, okay, cool. I'm a solo founder, so I own all the equity. I don't have two or three founders, so I'm already equity rich, so to speak. I said, let's be really open-ended. Let's carve off 20% from the start. So we carved off 20% for the stock. So that was point number one. Okay, cool. Who do we want to be able to access this equity? We said, kind of, we came up with it together, some of the early team. We said that early stage employees will get larger chunks and it'll cascade down. That was kind of how we were gonna go about it. And then, the idea from the start was that interns to executives, everybody gets equity. If somebody comes in and they work hard at Athyna and they do enough time with us for their stock to be able to vest, they deserve to be rewarded. Interns to executive, everybody gets equity. That was really important to me and to us. And then when it came to RSUs, I didn't really know the difference between all the different forms of stock. I was obsessed with tech and startups and so on and so forth, but I didn't know about it. It's just something that I hadn't experienced myself personally, and it's also quite dense. It can be quite challenging to get your head around. So we actually worked with DLA Piper. Do you know DLA Piper? I was talking to Phoebe from Blackbird, Phoebe Harrop, she's a friend of mine. I was talking to Phoebe and I said, "Oh, how do we go about this? How do we get it all set up? Who would you recommend?" And they pointed me straight to DLA Piper.

Jason Atkins: Who did you work with? Was that the Australian team or the US team? I guess it would have been the US team.

Bill Kerr: The US team, because we're a US domicile. We worked with DLA Piper. They have the reputation, as far as I'm aware, of the best in class for global equity and just equity in general, or as good as any. We work with DLA Piper, and I had to kind of understand the options that we had. So options, or RSUs, or phantom equity, or all these other methods that you can kind of knock up.

Jason Atkins: Pretty much all of them you can do on Cake now, because if we do options, we just can't help everyone. So now we're like, let's just give everybody everything they need, and then they can solve it in their own way. And as you said, they've got their own strategy, they've got their own culture, they've got their own way. And we just have to give people all the tools to sort of make their own employee equity, I think it's cool.

Bill Kerr: Yeah, that's great. For us, all of our team is in countries like Argentina, Brazil, India, Philippines. We've got a couple in Australia now. We've got teams that are in Europe and so forth. What I don't like about options, for example, is they reward people that have already got money in a way, and they are very prohibitive in a lot of cases for people that are making their way more. So if you're 21 years old and you just graduated with a marketing degree and you join Safety Culture or whoever, somebody that's got a nice equity plan, you work your ass off there, and you do three years, you've got a bunch of equity vested, but you've got no money in the bank, then too bad. I don't like that, so we want it to be really... Just lost your audio there.

Jason Atkins: Yeah, my Zoom muted me. I must be talking too much. So let's dig into that a little bit because, you know, this stuff's quite technical, and on this podcast, we're not going to be going into every technicality because we'll bore everybody senseless. But I think it's probably worthwhile just doing a little bit of the technical stuff. I'm happy to sort of lead that bit. So, I've got a couple of notes here. In the show notes, I'm gonna put some blog links, so if you're listening to this on like Spotify or YouTube or whatever, down in the links, you'll see some explanations of options versus RSUs. And I think we've got three or four different blogs on the Cake website. If you go on there to the resource section and type in RSU, you can sort of understand the technical elements. But I guess at a high level, both options and RSUs are used to incentivize employees. On the ownership side, according to our blog, so stock options provide your team--doesn't have to be employees, can be employees and contractors in almost all countries that I've seen. An option gives the right to purchase shares in the future for an exercise price. So what Bill's just talking about there is it's that exercise price that creates the problem because if you just say you get granted options and you earn them over a three year period, and you kind of think you own them, but you actually have to make an exercise payment to get your shares. And there can sometimes also be a time limit on you doing that. So you could earn all this, just say you earn 20 grand, 50 grand's worth of options, or your startup does really well. And you've ended up with like, you know, quite a bit of value there. You could have, or you do have a payment to make. Sometimes it's extremely low, like very close to zero, and that's totally fine and easy, but sometimes it's not. And it can be in the fives, tens of thousands of dollars, these exercise payments. So it is very prohibitive. So that's kind of what Bill was talking about there, whereas with an RSU, it's a promise to grant employees a specific number of shares after vesting, so there's no exercise payment. Once vesting occurs, the shares are owned outright by the team member.

Bill Kerr: I explain it. When I talk to our team about it, I say very simply, the two common ways to look at equity is options. You have the option to buy the stock and RSUs where you're given the stock after the stock vest. That's kind of how I explain it because it can be pretty dense. So it's like you're given the stock.

Jason Atkins: Love it. And so I think we've kind of covered exercise in vesting now. So vesting is kind of earning it and then exercising it is only for options and that's actually getting your shares. Whereas with RSUs, as you say, it's kind of gifting the shares. Okay, awesome. And then the last point just on the technical side, just so people have got like the important parts of the technical element is the tax side of things. How does the tax work from your perspective on RSUs?

Bill Kerr: So this is where it's super interesting. I talk a lot online, where you would have seen me commenting and talking about RSVs, I talk back and forth with some of the other competitors. There's a guy, Pete Walker, I think his name is, he's cool. I go back and forth with him, I'm sure you know him on, you've seen him on LinkedIn or whatever.

Jason Atkins: Yeah, yeah, great content, great content.

Bill Kerr: Yeah. Super, super good, good guy and great content. So basically, the common idea around RSUs is that they're a huge tax burden if you gift RSUs to your employees.

Jason Atkins: That's going to be my question, because that like looking at it on paper, that's kind of what it looks like. When the vesting occurs, the taxable event occurs according to the technical part of it. So that's like, hey, I worked for three years or worked for a year and I got 50 grand worth of equity.

Bill Kerr: It has the same problem as the RSUs because you have to make a payment basically. It's kind of a similar to the to the RSUs. The thing is though, with equity plans, you can build them kind of how you want in a way too right, so you can have your own plan that's drafted to your needs effectively. So we worked with DLA Piper and I said, "Okay, what are our options here?" Because what is really important to us is that we give the stock to our team. I don't want the team to have to buy the stock. And originally, the first conversation was exactly what you said. Oh, well, your team are going to have a massive taxable event. I said, well, that defeats the purpose of them not having to buy the stock. Because if you think about it, all of our team, Argentina, Brazil, Peru, India, Thailand, so on and so forth. We got people in first world countries, but mainly third world countries, really. Incredible team. But if we're to grant them any sort of options or RSUs with a taxable event, again, it becomes financially crippling and prohibitive for them to own any part of the company. So I said to DLA Piper, or someone from DLA Piper suggested this, that we have a second trigger inside of our equity plan. So basically what happens is, with a standard RSU agreement, you'll have a single trigger and the single trigger is vesting term. So we have a double trigger. We have vesting term and change of ownership or liquidity event. So IPO or a sale. So what that means is that nobody has any taxable event in any situation until we all win and the company sells or goes public. What it does, yeah, it's epic. It's epic. And this is the thing that we don't understand.

Jason Atkins: This is one of the best... this is why podcasts are so amazing. That information you just gave me is gold. Yeah, it's gold, isn't it? It's funny. Like, I'm always talking about the same thing with options. It's like, you can't have a tax bill here and here and here. You've got to have the tax bill when you get the money for the exit. You've got to earn it, and then you've got to put your own hard-earned money into an ultra-high-risk company. First of all, you might not even have the money. Second of all, you might have no other assets other than your options. And then you've got to put whatever little bit of assets you've saved into a high-risk company, in the chance that maybe you're going to win in the future like that, we can't have plans written like that. It's genius what you did with the second trigger, man. I love that.

Bill Kerr: So here's the negative impact. I wouldn't say it's a negative impact, but here's the things to consider on the double trigger clause is that-- say, for example, we decide to become really, really profitable and pay dividends to all stockholders at Athyna, all shareholders at Athyna, stockholders, shareholders, whatever. Then technically, our RSU holders don't hold any RSUs because they haven't had the second trigger event. Even if they've worked their ass off, they've been with us for four years, we can actually still just make the payment. And if we're to do dividends, we can do that. There's obviously ways that we can do it. We can pay out a dividend, but technically, if we're to pay dividends, they're not actually owners of the company. They don't own the stock. But who cares? Because at the end of the day, what we're trying to do is we're trying to get an exit event. We're not trying to pay dividends with Athyna. We're trying to eventually sell or go public in some time in the next three to five years, most likely. I might be working with Atyena in 20 years. I love what we do. I love our team. I love everything about it. I've got all the energy in the world. But, I do also want to get everybody a good result, so there's a a high likelihood at some point in three to five years that we have investors now, too. Also, that's the other thing. So there's a likelihood of some of one of these events. That's something to think about is it's technically they don't have the stock until there is that event, but that it circumvents that pain of the taxable event. So again, if it wasn't DLA pipe, like we went to the best law firm basically in the world to go through this complex plan and we paid through the nose for it. But if you can't trust DLA Piper, you can't trust anyone. So I feel really comfortable, confident with it. And yeah, that's how we did it. It was pretty, pretty interesting.

Jason Atkins: Well, it's the most, it's the coolest, the most unique ESOP, no not ESOP, team equity I've seen. You're doing it in a ton of different countries. I've never heard of it done before. You're really aligning the interests of the different stakeholders, and you're making sure that the program isn't punitive to these great team members that are coming on this journey with you. And I really take my hat off to you and DLA for doing that. I'll have to make sure I give them a bit of kudos as well. I know a few people there. So yeah, that's absolutely awesome. Good stuff. That's a huge win for everyone that listens to this. It's going to be all over my socials. I'm going to be talking about this like forever now. So thanks so much, man. That's pretty sick. This is what I'm really trying to get to at the heart of everything at Cake, is how to create real value. How do we not get people stuck up in all this technical errors? How do we not penalize team members with  short exercise periods and exercise payments and dumb stuff, tax bills that they just don't want to deal with? Good on you, man.

Bill Kerr: It's really quite a meaningful thing. I know that in Australia and in the United States and parts of Europe, but the ecosystem that I am surrounded by today, so Latin American startup ecosystem, is as strong as Asia-Pacific. But what is not as common, it's not as common for employees to think about stock, to think about equity plans and so on and so forth. So we try and do a really good job of educating and communicating the value and so forth. And even today, we don't do a phenomenal job. I t's hard. We always need to be on the front foot there, But the way that I look at it is, I mean, a lot of things have to go right for us to have that exit event that I said a moment ago, that I mentioned. But people try and buy us all the time. I'm confident, but obviously a million things could happen in the meantime. But it's the only way to meaningfully change the trajectory of 100, 200, 500 people's lives is through equity. I mean, salary is cool. We don't pay location agnostic salaries to our team. We pay much better than local rates. We have great benefits and everybody has equity. So our team is super stoked and happy. Like I said, we got 90% engagement. But we could choose to have location agnostic salaries where our salaries are near to the same as the US and Australia and so forth. But that's not what I'm betting on. I'm betting on our ability to create value for our team through equity and through rolling the dice on some event in the future.

Jason Atkins: You're better at my job than I am. This is all the stuff we talk about at Cake, mate, honestly. We're so empowered. Kim and I are so empowered by building wealth for our team. We totally love that ethos of... if they win, we know we're going to win. We have a big ESOP. We get in a bit of trouble with our investors about it, but we're like, "Hey, this is our culture. This is what we care about." Creating wealth in countries where it otherwise wouldn't exist, like getting first world equity into third world countries. And I don't like to label people, so excuse me there, but like, you know, that's just intergenerational wealth creation in, you know, in a way that's really impossible, or very difficult any other way. So I'm such a huge advocate for this stuff. It's like totally the mission of Cake to be doing this. I'm absolutely pumped to meet you and hear your vision and mission and how aligned we are, man. So this should be the first of many good chats between us. I'm so glad we finally got to talk in person and we're just firing up. But unfortunately, I want to respect your time as well. We're kind of running out of time. I feel like we could jam on this for a little while longer, but let's just come back to something you said really early and something that we're also very aligned on, passionate about at Cake is, you know, health, mental health, having fun, having a great life, being on a great journey. And then, you know, the business is a part of that. It's sort of intertwined and you can't really build an amazing company and without an incredible team and the team need to be energized and they need to be committed and they need to be able to stay with you for the long term and not get burnt out and all those things. And so, yeah, just love to hear a little bit about how you, we've actually covered some of the aspects of that. Maybe we can dig into more of the health and wellness aspects of that culture and how you're growing your team.

Bill Kerr: Yeah, that's interesting. So our engagement has always been really high, 90% on average. Our wellness score, so we do engagement surveys every three months, and we do wellness every six months. That goes back to back with manager effectiveness survey. So our wellness scores haven't been as high. I think remote work is really good for wellness overall, but we try and make sure that we minimize meetings and screen time. We try and give people as much in-person time as we can. We have co-working passes now. We try and promote just in general a healthy work-life balance and culture. We spent a really good period just a few weeks ago for mental health week, we had a day off where everybody, the deal was they could have the day off, they just had to do something that they love on that particular day and they had to put it in a memories channel we have in Slack. So that was really awesome. Yeah, yeah, so that was really awesome. Look, yeah, I think we do pretty well on the health and wellness. It's, yeah, it's important to us, but I guess we don't have a finger on the pulse like I would like with our team because we are fully remote. I've thought about getting our team aWhoop band, so I wear a Whoop. So that's obviously tracks my sleep, tracks my exercise, tracks my recovery. We've spoken to the team at Whoop, like the corporate, the B2B team at Whoop. We were thinking about getting our team Whoop bands and so on and so forth. We haven't gone ahead and done that. The most important thing, I think, in terms of mental health and wellness at work is having a good culture because everybody knows the feeling that if you wake up on a Monday morning and you go, this is going to suck, that radiates through the rest of your week and everything that you do in your mental health. So we try and create an amazing environment where everybody feels respected, everybody feels heard. The most impactful thing I ever heard about culture was from our first ever head of culture. We hired a head of culture in like a 10th hire. It was a crazy person to hire for your 10th hire, but we have prioritized it since the start. Her name was Carmela. She said, I was talking, I was really worried about the fact that we were remote. How are we going to build culture? We have to get people together. We have to have a budget for flying people to different regions to meet and so forth. And she looked me straight in the eyes and she said, "Doc, culture isn't built at the water cooler." She said, "Culture is how you treat people." And I've just never forgotten that. So I think we treat people well. And I think that really helps people have a good mental health and a good work-life balance.

Jason Atkins: Well, Doc, I'm going to call you Doc now. We're mates now. Look, I'm very grateful for you joining us. I know you don't do pods, and I think I knew this would be good. I knew you were a great dude. I'm much more convinced now. We've shared a bit of gold for everyone, and I'm really looking forward to you know, continuing on the founder journey with you, supporting your mission as much as I can. Such a huge fan of the way you're running Athyna, and really appreciate you taking the time today to share some absolute gold, potentially the number one nugget I've got out of my pod so far. So yeah, good stuff, fam. Appreciate it.

Bill Kerr: Thanks for having us, Jase. It was overdue. Everything that you said there, I echo back towards you and Kim and the team. I love Cake and it's been awesome to follow your journey and build side by side in the same kind of community. I feel like we only really met properly today, but I feel like we've been allies for a while and buddies, so good stuff.

Jason Atkins: 100%. Look, thanks everyone. Yeah, catch you next time.

Bill Kerr: Cheers.

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