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How Mogli used Profit Units to Incentivize Employees, Retain Talent, & Generate $7M ARRWhy profit units beat options for LLC bootstrappers: staff stay W2, gains get capital gains rates, and the cap table stays simple
Stevan Simich · Mogli Technologies
Published September 6, 2023Explore the lesson. Sign in to access the slide download.
Mogli describes profit unit grants as an ownership path for employees, with separate operating and holding entities, distinct voting and economic unit classes, and grant terms designed around vesting, departures, and retention.
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“Creating Wealth for the Next Generation of Technologists”
“PUG (Profit Unit Grant) Structure”
“How we structure Profit Unit Grants”
“Some considerations to manage performance and retention”
“Profits Units Create Opportunity”
Stevan Saastr Slide deck
Stevan P. Simich is the CEO and founder of Mogli, a software development company. Stevan has over fifteen years of experience in the financial industry, with a focus on software and technology companies.
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How Mogli uses Profit Units to Simplify Employee Ownership, Retain Talent and Bootstrap to $7M+ ARR Stevan Simich CEO and Founder, Mogli Technologies
The talk compares traditional options with profit unit grants, then covers grant structure and different unit series. The agenda highlights vesting, termination rules, manager discretion, voting rights, and tax treatment as design choices.
Creating Wealth for the Next Generation of Technologists Why Profits Units are Better Than Traditional Equity Options for LLC Bootstrappers Options limit employee wealth and ownership How we kept staff as W2 and ensured Capital Gains Rates upon liquidity events Granting equity changed the sense of ownership Create your vesting schedule Termination rules Allow grants at discretion of LLC managers PUGs allow for various series of issuance Voting or non-voting Allow or not for tax (gain or loss) pass through benefit or just limited to a liquidity event Traditional Option vs PUG Nuances & Structure of PUG Structuring Series of Units
Mogli’s product combines one-to-one messaging, WhatsApp, bulk SMS, surveys, MMS, and chatbots. A CRM screenshot pairs contact records with a messaging workflow, illustrating how those channels can be managed in one interface.
Mogli’s annual revenue chart climbs from $446k in 2017 to $6m in 2023, with the company anticipating $7M for calendar year 2023. The bars show steady growth, including a sharp increase from $2.7m in 2020 to $4.5m in 2021.
Mogli’s Revenue Growth From Mogli’s first SMS with Kenyan Farmers in 2013 to $7M+ in 2023 and clients across the globe, organization size and all verticals… CY 2023 $7M anticipated
Mogli describes using two LLCs to balance staff operations with ownership economics: Mogli Technologies is the W2 employer, while Mogli Holdings provides the K1 ownership structure. The presentation says this setup aims to simplify staff operations and support capital gains treatment at liquidity.
PUG (Profit Unit Grant) Structure Maximizes benefit financially, operationally, culturally and with taxation Traditional equity options limit the creation of employee wealth and ownership Few employees can afford the cost of options We created two LLCs: Mogli Holdings (K1) Mogli Technologies (W2) W2 for operational and tax simplicity for staff K1 to ensure Capital Gains Rates Granting equity changed the sense of ownership, responsibility and loyalty for staff Excitement and reward for effort Limiting Employee Wealth What we do at Mogli Change Mindsets
The cap table assigns voting rights and gains or losses to founder Series A units, while employee Series B units are non-voting and become valuable after a qualifying liquidity event exceeds the threshold. The design also reserves part of the unit pool for future employees.
Cap Table How we structure Profit Unit Grants Series A - Founders Voting rights K1 (gains and losses) “Threshold Value” Series B - Executives and staff Non Voting K1 as owners (no gains or losses) W2 as staff Gain liquidity upon an event greater than the threshold value Includes units reserved for future employees
Mogli chose a 3-year vesting plan, compared with the 4-year plans it says are common in the industry. The grant framework also sets different outcomes for termination with or without cause, includes a buyback mechanism, and lets managers adjust grants for major employee circumstances.
It’s a Grant Some considerations to manage performance and retention Industry tends to be 4 year vesting plans At Mogli we chose a 3 year vesting plan - Vests upon the anniversary and monthly until full vesting Structured grant in 2023 With cause Forfeit vested units Without cause Reduce vested % ownership to discourage turnover Employee keeps 25% of vested units Buyback strategy Mechanism in place to buyback shares at discounted value Allow or modify grants at discretion of LLC Managers based on employee situation Employee has to leave due to family emergency Death or disability of employee Nuances & Structure of a Profit Unit Grant Termination Rules Grants Discretion
Different series let Mogli tailor ownership rights to the business, including whether units vote and how they participate in taxes or liquidity. A threshold for Series A can allow capital to be drawn before Series B holders share in value, limiting dilution for that class.
Nuances of Our PUG Plan Trade offs with giving ownership to staff Various issuance allows more flexibility Design to suit the business Allow for different classes of ownership Voting or non voting Units/Series Threshold Value for Series A Allows capital to be drawn by Series A holders up to threshold Avoids Dilution of Series B holders Allow / not allow for tax (gain or loss) pass through benefit Limit series holders only to a significant liquidity event Structuring Various Series of Units PUG Rights Taxes
The summary positions profit units as a way to give employees a stake in a growing bootstrapped business. It revisits the tradeoffs against traditional options, the grant and termination terms, and the flexibility to create different series with distinct rights.
Profits Units Create Opportunity A great ownership strategy for a growing bootstrapped business Limits creating employee wealth and ownership How we kept staff as W2 and ensured Capital Gains Rates upon liquidity events Granting equity changes the sense of ownership Aggressive vesting term Termination rules Allow grants at discretion of LLC managers PUGs allow for various series of issuance Voting or non-voting Allow or not for tax (gain or loss) pass through benefit or just limited to a liquidity event Traditional Option vs PUG Nuances & Structure of PUG Structuring Series of Units
The closing slide thanks the audience and identifies Stevan Simich of Mogli Technologies. It leaves the presentation open for follow-up with the speaker.
Stevan Simich CEO and Founder, Mogli Technologies