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20VC: From Unsexy Startup to $1.8BN Acquisition | Why VCs and Founders are Fundamentally Misaligned | Why Valuations and Fundraising are BS | Lessons from Josh Kushner and Marc Andreesen | Zac Bookman, OpenGov

20VC · Harry Stebbings — Zac Bookman · December 6, 2024 · Original

Most important take away

Founders and venture investors are structurally misaligned: VCs run on a power law and need $10B+ outcomes, while a “couple billion dollar exit” is life-changing for founders but doesn’t move the needle for big funds. Recognizing this conflict early frees founders to make independent CEO decisions, manage their board for governance (not friendship), and resist overcapitalization that produces dilution, dangerous preference stacks, and weaker outcomes for common stockholders.

Summary

Actionable insights from Zac Bookman, co-founder/CEO of OpenGov (acquired by Cox Enterprises for $1.8B in 2024 with revenue surpassing $150M ARR):

Career and founder advice

  • Expect a multi-year “wilderness period.” OpenGov took ~5 years before things started working; if Zac could rewind, he would move 3 years faster, be more decisive on people, products, sales motion, and hiring.
  • Burn-the-boats mindset: when you’ve already made the mess, keep going. Doubt is constant; resilience comes from showing up and giving energy daily.
  • The CEO’s job is to give energy. Morale during flat periods depends on the founder dragging themselves out of bed and projecting belief, often while grieving or sick.
  • Form your own opinion. When top investors give you contradictory advice (“go right” vs. “go left”), use independent judgment — you have more facts than they do.
  • Snap judgments matter. Listen to your gut/body before big personnel or strategic decisions.
  • Hire promotable up-and-comers and “geniuses with growth mindset” over “been-there, done-that” execs who arrive with stale playbooks.
  • Back to the office wins. Zac admits remote/distributed (2020) was a mistake — collaboration, productivity, and retention are materially better in-person.
  • Childhood scarcity often drives founders; achieving financial security (“5 to feel safe, 20 to go long”) reduces the 4am anxiety pit, but doesn’t produce happiness — craft and community do.

Tech/SaaS patterns

  • The $5K–$25K ASP range is “where SaaS companies go to die.” Enterprise breaks down by alignment, which requires people (sales, marketing, CS), and those costs cannot be paid back by 10K deals unless PLG. Push ASPs to 100K+; modern enterprise sales teams aim for seven-figure deals.
  • “There is no upper limit on the price of software” (Andreessen). Raise prices when you can; Palantir’s JP Morgan story illustrates the value-based ceiling.
  • Gross retention is the whole game. GovTech can reach 97–99% gross retention — quasi-annuity economics with durable growth (see Tyler Technologies: $2B revenue, $25B market cap, top-10 S&P performer over 20 years).
  • Vertical SaaS = suite beats best-of-breed. To raise ASPs and TAM without growing TAM, layer products (Workday/Rippling model). Add products as early as you can manage.
  • M&A as innovation (a John Chambers lesson): buy for product quality, adjacency, and customer-discovery shortcuts — getting the first $1–5M of revenue takes as long as $5M to $25M, so acquiring a multi-tenant product that already has PMF saves years.
  • Definition of PMF: “Make the customer successful, repeatedly, and profitably.” Marc Andreessen’s variant: prospects call you.
  • Shrink the TAM. Tighten ICP relentlessly — every step of narrower segmentation lifted OpenGov’s growth rate. Don’t waste time on inbounds outside ICP.
  • “Spend less, grow faster” — the founder collective lesson Zac wishes he learned earlier. Raising too much money almost killed OpenGov in 2019 (30 no’s, one onerous term sheet at $210M pre on ~$20M ARR).
  • Go crazy with customer engagement. Be the “maniacal clown” in the vendor hall rather than passive — energy and iteration find PMF.

VC/fundraising lessons

  • Founders and VCs are conflicted: VCs need power-law winners; brand-name VCs spend time only on companies “crushing it.”
  • Overcapitalization is dangerous for common stock — bigger preference stacks, more dilution, distorted incentives.
  • Valuations and fundraising headlines are largely irrelevant; you’ll be judged by exit/liquidity.
  • Brand-name VCs still help with hiring, signaling, and press — not irrational to chase them — but bootstrapping is the ultimate to preserve ownership and reduce conflict.
  • Run your board for governance. The board hires/fires the CEO and represents stockholders. The CEO chairs the meeting, starts and ends on time (Andreessen would walk out at the stated end time as a lesson), and uses input but makes the call.
  • Don’t keep founders artificially poor — modest secondary (~$400K when in your 30s) lets founders take bigger swings; the “if you sell, I sell” board pressure encourages small-ball thinking.
  • Venture as an asset class looks weak: 2021 will be a bad vintage, marks are propped up, distributions are missing. Companies take 15–20 years to fully return capital, not 5–10. Index funds beat most private over-allocation; “if you want to be in the next OpenAI, invest in OpenAI” — don’t try to be clever.
  • Public markets are coming back; Stripe, Databricks, etc. will have to IPO eventually (Zac’s guess: 2026).

The OpenGov deal (a model for founder-aligned exits)

  • Sold to Cox Enterprises (long-term private family holding co.) for $1.8B after rejecting their initial $1.5B.
  • Structure innovative for software: existing investors swept out at $1.8B, board shrunk 8→4, employee vested equity cashed out, new RSU pool installed, defined liquidity puts at years 3/4/5 (1/3 each), Cox call right in out-years to potentially reach 100%.
  • Zac retained majority of his stake (sold 49% of vested equity), staying deeply invested rather than cashing out and leaving.
  • Chose this over IPO path because pursuing the full mission required buying more companies, deep pockets, and avoiding quarterly market pressure.

Chapter Summaries

  • Intro and sponsors: Harry sets up the interview; Brex/Attio/Fundrise reads.
  • The wilderness years: First 5 years of OpenGov were confusing; selling cheap transparency software at $5–10K wasn’t a real business.
  • Why $5–25K ASPs kill SaaS: Enterprise economics require people; people require ASPs of $100K+; today’s top enterprise reps target seven-figure deals.
  • Pricing power: Andreessen on no upper limit; Palantir/JP Morgan as a value-pricing parable.
  • GovTech as a great market: Boring but durable — 97–99% gross retention, Tyler Tech as the under-the-radar exemplar; durability of growth is what private equity covets.
  • VC/founder misalignment: Power-law math means even a $2B exit is a non-event for big funds; founders must accept they are not the priority unless crushing it.
  • Brand vs. bootstrap: Brand-name VCs help with talent/signaling but bootstrapping avoids conflict and dilution; founder collective’s “raise less, own more” philosophy.
  • The 2019 near-death and reset: 30 no’s, one onerous term sheet at $210M pre on ~$20M ARR; cut spend, “spend less, grow faster,” became cash-flow positive.
  • Multi-product strategy: Single product was the trap; broadening the suite raised ASPs and rescued unit economics; M&A used as innovation (one acquisition/year for product depth).
  • Finding PMF: Define it as “successful customers, repeatedly and profitably”; iterate, go crazy on engagement, shrink TAM and ICP relentlessly.
  • Adding products: Do it earlier than feels comfortable; “pat your head and rub your belly” — keep selling the old while building the new.
  • Managing morale and energy: CEO is the energy source; Zac built through his mother’s death and self-doubt; “hard things about hard things” as a Bible.
  • Fundraising lessons: Easy early rounds led to overspending; later rounds easier but he hated raising — it’s a time suck and doesn’t create value; exit/liquidity is the only real metric.
  • Boards 101: Boards exist for governance, not friendship; CEO runs the meeting, forms independent opinions, manages conflicting investor advice.
  • The Cox deal: 1.5 rejected; bike home in panic; called board; ran 5-month Roth Capital process; closed Feb 2024 at $1.8B with novel structure (deep founder retention, defined liquidity puts).
  • Founder secondary debate: Modest liquidity lets founders take bigger swings; the “no secondary” orthodoxy is outdated.
  • Personal toll: Hand-foot-and-mouth, 103° fever during price negotiation, baby-moon spent on the phone, signing felt unreal; still processing.
  • Venture asset class critique: 2021 vintage looks bad; distributions missing; “where’s the money?”; founders fund advice — invest in the actual winners, don’t try to be clever.
  • Worst pitches: Laughed out by Peter Thiel for wearing slacks; Mike Moritz walked him out without eye contact.
  • Marc Andreessen as board member: Tough governance-first relationship; walked out of a board meeting precisely at noon to teach time management.
  • Quickfire: Snap judgments are underrated; promote from within; would invest in xAI/OpenAI alongside Mary Meeker’s framing.
  • Personal vulnerability: Difficult childhood, alcoholic mother, lifelong scarcity drives the work; money brings safety, not happiness; craft and community do.
  • Remote work mea culpa: Going remote in 2020 was wrong; back-to-office is winning on collaboration and retention; “I wish remote on all my competitors.”
  • Sign-off: Mutual appreciation; sponsor reads close the episode.