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My startup crossed $2M/yr and now co-founder is going for a power grab

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My startup crossed $2M/yr and now co-founder is going for a power grab

#1
So 3 years ago, me and 4 guys start a company. Roles are as follow: CEO COO Chief Development Officer Chief UX officer (CUXO) Chief Data officer (Me)

Everyone is 20% owner.

Currently my team has 9 people. Chief UX officer team is 3 people. Total company is about 17 people.

Our business model is basically...we collect publicly available data, clean, normalize, and enriched with other data sources. The data is made available via an API as well as front end.

I basically architected the entire backend infrastructure that manages all of our data pipelines as well as was significantly involved in development of the models/algorithms for enriching data. Chief Development Officer helped out with some execution in early stages.

Chief UX officer was responsible for front end. He also manages the API operations after we publish data to the db he manages.

During formation, ~3 years ago, we agreed no one would have the role of CTO. About a year or so after formation, CUXO said he wanted his title to be changed to CTO. Chief Dev Officer and I strongly opposed this and with the support of CEO, we decided that there was no need to change things from what we had originally agreed on.

Chief Development Officer left the company about a year ago and all his responsibilities fell on me. Though tbh, he wasn't doing much since I had hired a team of offshore engineers.

(Today)

CUXO is the last person to quit his job and go full time. We had a meeting this morning and he said that He wants to change his title to CTO when he starts next month. His stated reasoning was pretty silly to be honest, He said that he wanted the title because it would be better for his career after the startup - which to me is probably the least compelling reason possible.

CEO and COO said that didn't want to get involved and it was for me and CUXO to sort it out ourselves.

I'm planning on having a meeting 1:1 with him this weekend and explaining that I think the role of CTO implies a set of responsibilities far broader than would be appropriate for either of us since we've kept a very sharp line between front end and back end in terms of management. I think him being CTO will also cause confusion with regards to our roles in the company, both internally with our respective teams and externally when we have client meetings.

I also feel like I've built an extremely sophisticated back end system on a pretty unbelievable budget...and having him as the CTO I feel would massively undermine the work that I've done.

Lastly, I don't like the idea of us trying to go back and change the original agreement. We all decided on equal equity (20%) as well as no CTO because we wanted to make sure everyone felt equal.

Aside from the fact that I don't think he deserves the role of CTO, I really don't like the idea of us re-negotiating the terms of the business formation. Suppose he gets the CTO role, will he later come back and argue for more equity?

I should also mention that the first time he asked to be CTO, he said he deserved it because he setup the slack and gmail instances so that makes him CTO. This indicates to me that he is fundamentally unrealistic in his outlook. Also combined with the fact that our relationship has always been a bit tense, I expect him to react very negatively to me opposing his title change.

Another important piece of information is that the CEO and CUXO are old friends which I think might be impacting his desire to avoid getting involved in this.

I often read about startups failing because of disagreements with co-founders, and I'm really concerned that this could become a much bigger deal than it should be depending on how insistent the CUXO is. I strongly object to him taking this role and I feel like he strongly feels he deserves it.

Does anyone have any advice they can give on how I should proceed?

Re: My startup crossed $2M/yr and now co-founder is going for a power grab

#2
Lawyer. Keep them on a short leash, they can fuck it up. At the very least consult one and pay for it up front not in arrears to some subsequent drama. Possibly even use a disposable good lawyer to avoid being over amped. If they know there's no subsequent business they may be more dispassionate.

It may be impossible to remain amicable once you lawyer up. Using "I saw a lawyer" or "I am seeing a lawyer" as a weapon won't help you.

Have you thought about a formal external mediator? Doesn't have to be a lawyer, could be interesting to facilitate the difference between you.

People want different things in life. Sometimes the differences are irreconcilable.

Do you have VC funding who you could discuss this with? Do you have a mentor? You probably need somebody in the business space who can advise you f2f not randoms online.

Not me. I tried to help a friend (at his request) in a situation around IPR and I fucked it up, he isn't a friend any more and nor is the other party. Don't want to be that guy ever again.

Re: My startup crossed $2M/yr and now co-founder is going for a power grab

#4
post #2

Lawyer. Keep them on a short leash, they can fuck it up. At the very least consult one and pay for it up front not in arrears to some subsequent drama. Possibly even use a disposable good lawyer to avoid being over amped. If they know there's no subsequent business they may be more dispassionate. It may be impossible to remain amicable once you lawyer up. Using "I saw a lawyer" or "I am seeing a lawyer" as a weapon w…

I think that's basically the nuclear option that I really want to avoid. I think it would cause irreparable damage to the group especially at this moment where it's very possible the company is about to significantly increase in value.

To be clear, I haven't had a talk with CUXO yet, so maybe I'll just explain my reasoning and he'll accept it. However, I don't feel like that's likely.

It's hard to explain but I feel like he's been planning this move for some time now. Little things, like inserting himself in some of my teams communications and insisting on us publishing final data to his db.

Re: My startup crossed $2M/yr and now co-founder is going for a power grab

#5
A good title to help further his career seems like a valid concern (even if the title itself may not be legitimate), but so are your concerns.

You could put the burden of finding a solution on him? Share your concerns - that you did the bulk of back-end technical work, and feel that giving someone else the CTO title would devalue it. If he can find a way to get a better title (CTO or something else) without devaluing other roles, then you would not object. Since he's the one that wants to change things, it seems fair that he come up with a solution.

Re: My startup crossed $2M/yr and now co-founder is going for a power grab

#6
> CEO and COO said that didn't want to get involved and it was for me and CUXO to sort it out ourselves.

uhm, no. CEO's job is to run the company and this is tearing it apart. he cannot shirk this responsibility.

very sorry you are running into this situation. sounds like the 5 of you were NOT full time up til recently? i would suggest recapitalizing the company if possible (i have no idea how this works) since your nonfunctional CDO probably has a chunk of the company in exchange for not doing much.

Re: My startup crossed $2M/yr and now co-founder is going for a power grab

#8
post #2

Lawyer. Keep them on a short leash, they can fuck it up. At the very least consult one and pay for it up front not in arrears to some subsequent drama. Possibly even use a disposable good lawyer to avoid being over amped. If they know there's no subsequent business they may be more dispassionate. It may be impossible to remain amicable once you lawyer up. Using "I saw a lawyer" or "I am seeing a lawyer" as a weapon w…

I think that's basically the nuclear option that I really want to avoid. I think it would cause irreparable damage to the group especially at this moment where it's very possible the company is about to significantly increase in value. To be clear, I haven't had a talk with CUXO yet, so maybe I'll just explain my reasoning and he'll accept it. However, I don't feel like that's likely. It's hard to explain but I feel…

Unleashing your lawyer on him or the company would be the nuclear option, consulting one to know your options is fairly standard, if you don’t yet know how things could be (and I am assuming you don’t since you are asking on HN).

There are a lots of people who will always try to push a bit at the margin for their own benefits, and when it happens you can either yield, push back or stand firm. From your post it seems you want to stand firm, and exploring all the possibilities and rights you have will clear your mind on the next step. Short of you waiving all your rights, there are actually very few things that could happen in these kind of situation

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