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May 28, 202654mEpisode 116

How do you structure M&A deals without diluting family ownership?

The short answer

For family-owned businesses, standard M&A can be tricky. Drew Allen of Grace Technologies shares two creative deal structures—a technology holding company and a sales-based equity earn-out—to acquire technology and incentivize key talent without giving up family ownership.

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Highlights

  • A $400,000 product failure taught a key lesson: Never build for a single customer. Validate demand with 10-100 customers across multiple verticals before tooling.
  • To acquire a CTO without diluting family ownership, Grace created a tech holding company. The parent co. licenses the IP and pays a royalty, incentivizing the CTO.
  • Structured a deal to earn equity via a SAFE note based on sales performance. Grace invested and took exclusive distribution, turning its channel power into an asset.
  • Post-acquisition, Grace launched 4 new products in 18 months—outpacing the 2-3 launches from the previous 10 years combined, proving the ROI of controlling the roadmap.
  • Installed a fully fiduciary board before taking over as CEO. This ensures the board, not the family, manages the CEO, creating professional accountability.
  • Reduced a 9-month product development cycle to just 2-3 weeks by implementing rapid prototyping and broad customer validation at a fraction of the cost.

The full breakdown

When Drew Allen took over as CEO of his family's business, Grace Technologies, in January 2021, he needed to grow through acquisition without altering the company's family-owned cap table. This constraint forced a creative approach to M&A, moving beyond simple cash-for-equity deals to structures that align incentives and leverage the company's core strengths. For his first acquisition of a company called Sivionics, Allen needed to retain and incentivize the seller's CTO. Because giving up equity in the parent company was not an option, they devised a unique structure. "We ended up actually setting up a technology holding business that Grace has majority control of... that allows Grace then to license the technology, pay a royalty into that technology holding business that continues to incentivize our CTO," Allen explains. This created a separate entity, Perceive, where the CTO holds a stake, ensuring he benefits directly from the technology's success without becoming a shareholder in the core family business. In another transaction for a product line called Proxy by Grace, the company leveraged its distribution power instead of just its balance sheet. Grace Technologies invested in the Proxy entity, took over exclusive distribution rights, and structured a deal to earn additional equity based on sales performance. Allen notes, "that continues to get paid into a safe note that accumulates... with a cap amount on that safe." This performance-based earn-out converted Grace's primary asset—its market access and sales channel—into a growing equity position, aligning all parties toward commercial success. These creative structures were born from a strategic need to control the company's technology roadmap, a lesson learned from the limitations of prior private-label partnerships. Allen emphasizes that in the industrial space, "cash isn't always king. Know-how is king, relationships are king, as well as channel is king." By designing deals that leverage these non-cash assets, Grace Technologies has been able to acquire critical technology and talent, transforming its product lines while preserving its legacy as a wholly family-owned business.

Who's on this episode

Drew Allen
Drew Allen
President & CEO · Grace Technologies

Drew Allen is the President & CEO of Grace Technologies, where he serves as the second-generation leader of the family-owned business. He is focused on accelerating the industrial world's transition to zero downtime and zero harm. Since taking over as CEO in 2021, Drew has led the company's expansion into predictive maintenance and IIoT through creative M&A deals and strategic partnerships. Prior to joining Grace, he managed international business development for 3M in Hong Kong.

  • NAM 2020 Next-Generation Leadership Award recipient
  • Second-gen CEO scaling a global industrial-safety platform
  • Active acquirer — multi-deal M&A playbook in industrial tech
  • CEO, Percev, LLC
  • Advisory Board, Atom Power

Questions answered in this episode

References & resources

Hosted by

Jason Kirby
Jason Kirby
Host · Founder, Thunder.vc

Podcast host, angel investor, and serial entrepreneur with 4× exits ranging from small businesses to VC-backed tech companies. Jason has been personally involved in over $100M in transactions and now helps founders close their next transaction at Thunder.vc, from pre-seed rounds to $100M exits. He coaches founders through their next major transaction and gets the deal done by introducing them to the right people in his network.

Apply to work with Jason

Full transcript

Jason Kirby (00:02.503) Hey everyone, welcome back to $100 million Exits. Today I have Drew Allen on the show, CEO of Grace Technologies. Drew, I want to just jump straight into it. You are taking over or have taken over the family business. What's it like stepping into the leadership role of a successful family business? Drew Allen (00:22.862) There's definitely a high amount of pressure. I took over in January of 2021 after kind of leading the international side of our business. After I came back from Hong Kong after college and worked for 3M there. you know, so there's always pressure when you're kind of on the sales side, but stepping up into kind of the CEO's shoes is a different level because you're no longer just worried about your area of the business. You're worried about the overall business, you've got board interactions, you know, you're you're leading product development and everything happens on kind of different cycles. And there's a lot more coming at you when you take that over. You're also worried about kind of the legacy that you're trying to kind of keep as your family. But for me, it was most important to really figure out what does the next generation of this business need to look like? What's going to make it interesting and unique? One of the things I've I've really come to believe is if you don't have a compelling vision that people are willing to bleed for, it's really, really hard to attract the type of talent that you need in order to grow. so if you're if you're kind of feeling like you're in a boring business, it's really, really imperative when you get into the CEO seat that you make sure that that business is no longer boring. And when you're doing exciting things, you end up getting you end up attracting people who are wanting to do exciting things and who are really wanting to push the envelope. And so that's been a, you know, that's been kind of a thing in the back of my head for a really, really long time. I also, you know, I think the other piece of taking over the family business is every, know, all the success you have is always credited to, you know, your parents or your family. and all the negatives are all your fault, right? So you don't get any benefits for anything positive you do, and everything negative is your fault. So it's tough to kind of thread that needle occasionally. And it usually takes a while to get your feet underneath you when you're stepping into those shoes. Jason Kirby (02:23.367) Ha Jason Kirby (02:42.779) Yeah. So like, what's that like when, you you, you've obviously grown up, you know, your, your dad was building the business. Like, was it always, you know, Drew's to be groomed to take over this role or was it more of, didn't know it was going to be yours and you're going to fight for it and earn it. Like what, I'm just curious, cause it's not a common conversation that happens on this podcast. I'm always kind of curious to like hear what these journeys are like for, for people in your position that are not going to grow these successful family owned businesses. Drew Allen (03:11.054) So I love to caveat this by the fact of I am one of the luckiest family CEOs that I know. I joined YPO a number of years ago and so I interface with a lot of family businesses. My story is almost singular. Out of the hundreds of family businesses that I've spoken with, most of them do not have nearly as good of a situation as I have. My dad was incredibly kind of willing to give up the reins and most most founders of businesses and most kind of family leadership and business stay on way too long. And they end up really hurting their future CEO. And so my dad came at it with a very no pressure, no pressure kind of policy. I mean, I remember walking into his office after college and saying, hey, dad, you know, what you built here is really great. but it's way too boring for a 20 something. And I promptly left for Hong Kong and did three and a half years out there and worked my butt off. eventually my mom got sick and so it was time to move back to the family business and to take over kind of the international and then eventually kind of the sales operations. But my dad and I never felt pressure. That being said, my dad was really great at teaching me everything that he knew. Right. And my dad is an avid reader. I mean, I think I still continue that that flame. My you know, and we would be walking around and my dad's curiosity, I think is, you know, zero to none. He we'd be walking around, you know, he's kind of an adventure entrepreneur, engineer guy. You know, and so we would be walking around, we would see something and goes, oh, how do you think that works? Drew Allen (05:11.022) You know, and you know, even if I was 10, he'd be asking me and I'll go, Oh, I think it works like this, da da da da, you know. And so we would kind of like examine how how things work. And it was just kind of a game that we played. And then, you know, as I got a little bit older, I mean, I remember I think he showed me all the financials and the books, probably when I was like 14, he started taking me over to China when I was 13 to negotiate with suppliers. I mean, I. I have, it's just such a unique thing that I had, that I have with my dad. He's still involved in the business. He has kind of his own little R &D team and continues to do product innovations. And so it's great to be able to work with my dad. We get along great. To be fair, it was not always like that. There's actually been less conflicts since I became CEO than when I first came in the business. I think due to a number of factors. Namely, when I came back from Hong Kong, I was still quite young and I don't think I knew anything. Right. I mean, I was I was ignorant. I put and I moved in after moving back from Hong Kong. I actually moved in back with my parents as we were trying to get a house. So not only was I like working with my dad, but my wife and I were living in my parents' house for like nine months. And there was all of this discord happening in business and. And we finally just decided like we have to get we have to get some help. And so started looking at programs and things and we started joining some of these family business institutes. I ended up doing a course at Loyola called the Next Generation Leadership Institute for Family Business, which was really, really useful. One of the other big pieces that we put in early on to make sure that everything stays healthy is I put in a fully fiduciary board before I took over as CEO and putting a fiduciary board in place to push, to push me to operate the business professionally and to kind of, you know, it's not the family managing the CEO, it's the board managing the CEO has been a really healthy step. Yeah. Jason Kirby (07:25.903) No, I think this has been an interesting kind of experience for you to share and for other founders to think about, you know, for me, even personally, like my business, what I want is going to be business that I hopefully will have, if I would choose to down the road, be something can be handed on to the kids. And I think that's something that think more founders are starting to think about as the kind of tech bubble evolves and it's either like the go big or, you you know, venture game, or there's like, just run a practical boring business. and a lot of businesses transitioning. So I think it's an interesting topic. But let's kind of transition into Gray's Technologies. Give the audience a little bit of an overview of what you guys do. And then I want you to transition into how you made the business not boring, as you kind of mentioned, and how you were able to attract talent and opportunities in the M &A front. Drew Allen (08:17.09) Yeah, so Grace is working to accelerate the industrial world's transition to zero downtime and zero harm. And we have four main product lines that we design, manufacture, and distribute that help us accomplish that goal. The first product line was Graceport, and that was a pure invention kind of out of my dad, right? And so back in, I think it was in 94, he was working on a friction fit welder retrofit for John Deere. By the way, if you want a little like TikTok industrial porn, check out Friction Fit Welding. It's really, really cool, right? So they spin, you know, they spin cylinders together and it welds the cylinders together. It's a really cool process. It's just really fun to watch. Anyways, there's an engineering manager at John Deere who's, I'm really tired reaching my hand around this bus bar in order to access the PLC. Can you put a port on the outside of the panel? And my dad goes, yeah, we can figure that out. And so that's kind of lesson number one. My dad always had a no nose policy. At the time, the business was actually engineering and system integration business. So we weren't a product business at that time. So that's kind of point number two is always looking for opportunities and ways to transition your business based on kind what your customers were asking for and kind of going up the food chain. And so anyways, he goes, yeah, we'll figure it out, delivers a prototype, you know, a week or two later. And then a couple of weeks later, our company's name at the time was Grace Engineering and Integration. He goes, can I get another one of those grace ports? And that was like the birth of that product line. And we have 20,000 SKUs in that product line and, you know, have, you probably 60 or 70 % market share in that space. And we're kind of the world leader in that type of product. And we, and the other really unique thing that my dad did is he figured out a mass customization model before it was cool. And also he led a product startup in a time where people didn't call businesses like his startups. Right. And we've, we've, we've joked about this for years. He's like, you know, as, as, especially after like the social media boom and like the app boom and you know, all this venture stuff, he's like, this was never an option when I was. Drew Allen (10:41.07) you know, early on in the 90s. And so, but he knew what was important for product businesses. It's really, really hard to transition from being a one product pony to being a diversified products business. And so he really worked to add additional product lines. Some work, some failed. But we, you you end up, your one success usually ends up making up for a lot of failures. And so, We added our permanent electrical safety device line, which keeps people away from voltage and allows people to do absence of voltage checking for lockout, tag out without, you know, without putting workers in harm's way. And it also makes it lot more productive. And then we added a line of condition monitoring, which was actually via acquisition. And then last year we added a new product line called proxy by grace. which is a wearable product that lights up, beeps and vibrates as you get close to voltage to keep electricians from getting shocked and away from the hazards of arc flash. Jason Kirby (11:49.864) And so how did you go about taking this business and identifying M &A opportunities? Maybe summarize kind of the history and trajectory you guys have had on M &A. Drew Allen (12:02.114) Yeah, a lot of early on, especially kind of under my dad's tenure, business wasn't really in a position to be able to do a lot of &A. And so we ended up working with a lot of private label relationships. were looking for ways to be able to bring in technology that was low cost that we thought, hey, we have an opportunity to be able to sell this and take this through our channel. And then, you know, but we started to see some limitations with that type of approach. Namely, you can kind of never get fully in control of the product. And so if you're the one who's interfacing with the customer, you're getting all these requests that then you're waiting on your partner to kind of be able to fulfill. And, you know, they're never gonna move as fast as you, sorry, because they're not interfacing with the customer directly. So they're not feeling that pressure. And so we knew we needed to control our destiny. And so we really put a concerted effort into expanding our product offering and being able to control it. So the first kind of acquisition that I led was with a company called Sivionics, which our CTO came from. That was introduced to us by a distributor out of Detroit and they had it installed at a Chrysler facility, but they were having difficulty being able to expand. this technology to other companies. And so we met and, you know, we ended up figuring out a pretty interesting, pretty interesting deal structure because we wanted our CTO to continue to be incentivized in the business. But being a wholly family-owned business, we didn't want to change the dynamics kind of in the cap table. And so that kind of means that, you know, as far as the grace entity is concerned, we're not we're not going to have any non-family shareholders. So how do you incentivize someone without, without being able to kind of offer equity in the company that's being, that's doing the acquisition. And so we ended up actually setting up a technology holding business that Grace has majority control of. And with our CTO and another individual as a partner that licenses that allows Grace then to license the technology, pay a royalty. Drew Allen (14:23.38) into that technology holding business that continues to incentivize our CTO and those team members. That's been a really successful structure and that acquisition has led to an entire build out of a digital, a full stack digital team. I think one important caveat here too is you have to develop capabilities. And it's very, very difficult to develop capabilities. I think most people severely underestimate how long it takes a team to become fully effective, especially a technical team. And even Elon, think recently he just fired like almost all of his AI team at XAI because he put the wrong team in place, right? And he knows who the best people are and the best people want to come work for him. But clearly something wasn't working in that team. And so he let a whole swath of them go. And it took us years to be able to get a team that was able to do full stack development in-house. And by full stack, we have a really unique position. We do mechanical design. We do our own PCBA layouts. We do our own embedded systems firmware, backend cloud, front-end UI, UX. as well as all of our industrial protocols all happen in-house. And so when we're talking full stack product development, it's really soup to nuts. And there's very, very few people in our space that are able to accomplish that. And that allows us to really increase speed to market and also be able to iterate internally at a much more rapid clip than if we were using kind of private label partners in the past. That being said, incredibly hard. incredibly expensive and full of misstep errors and blood, sweat and tears trying to get the right team in place that's moving, especially we're in the Midwest, we're in Davenport, Iowa. It was really, really hard to get a embedded systems and electrical engineering team up to speed in the Midwest. Jason Kirby (16:39.387) Yeah. I imagine just talent in general out there is few and far between. and what, you know, I go back to the deal structure a little bit in terms of like, okay, you created this separate company to which, you know, grace technologies and Georgia holder gave some to the employees. What's the liquidity like for them? Is it a profit share for their contribution? Is it, you know, if the technology, you sell off the technology separately. Like how does it work for them on that front? Drew Allen (17:10.339) Yeah, so the main revenue sources revenue is royalties from Grace for products that utilize the technology that get paid into that LLC. There also is additional revenue sources that if there's not a fit between the existing Grace channel and a customer request, like early on we got a request. to be able to do seismic sensing for large commercial buildings. And that's not in the Grace Industrial Wheelhouse. And so we said, okay, well, those revenues are gonna be able to go through that entity. That entity is called Perceive, by the way. And then additionally, we are also able to get grants written into that entity. It's actually a pretty unique structure because it's nice because we have this perceived entity and then we have a commercialization partner over in the grace side of things. And so when they are evaluating like an NSF grant, it's always really important to have a commercialization partner. so Grace is able to play that partner. So we have grants, the royalties, additional revenue streams from other organizations that aren't aligned with Grace. And then if there is a If there is one day where we decide to divest the business, then that entity would go with that business divestiture. And those founders would have the ability to monetize their stake on what they've built. Though we don't, there is no timeframe that we're looking to unload that at. And I think ultimately we would love for it to stay and we want those revenues to continue to flow. But it's an interesting deal structure when you kind of have the constraints that we have. Jason Kirby (19:04.423) Yeah, I know. That's why I wanted to dive into it. You guys have done some other transactions, correct? Drew Allen (19:09.807) Our proxy by grace transaction is also pretty unique. We were able to take over the distribution rights for the product. And so we infested an entity into the proxy entity. We took over the distribution rights and then we also earn additional equity based on our sales revenues. And so that continues to get paid into a safe note. that accumulates with a, probably can't disclose the cap amount, but with a cap amount on that safe. And so that's a really interesting kind of deal structure as well, because what we found is that in the industrial space, cash isn't always king. Know-how is king, relationships are king, as well as channel is king. And so how do you... Just because you have $10 million sitting on your balance sheet does not actually mean you can accelerate things that dramatically from a when we start looking at this like really broad industrial channel. And I think there's been a lot of companies who in the industrial space that we've seen who do get some large funding round and they blow it. You know, and but they don't know because you know, they don't have that scar tissue to know where there's, you know, all the kind of the bones are buried and why things aren't going so well. But fortunately, you know, we have enough kind of expertise in the industrial space that we know like, you know, if you give us a dollar, we can probably get a return of 10 or 20, you know, on that dollar. Whereas maybe if you're an inexperienced founder in our space, I give you a dollar, you're going to get a 50 cent return. And, know, That's the kind of that's the kind of magnitude of difference that I think someone who knows what they're doing inside of a specific space can lend. We also end up usually taking advisory agreements or board seats with the companies that we that we work with. Jason Kirby (21:24.199) And I guess from the studio model that you guys have, how does financing those and like growing those, how do you guys think about that from your venture studio perspective? Drew Allen (21:36.528) So those are all ad hoc agreements based on kind of what the company needs. At a very base level, they can just buy services off of us. Fractional CFO services, they can come operate out of our location. But if there's additional design work that needs to be done, if they need an investment, we're willing to write a check. It's not required. You know, we're always looking for interesting companies and we love the idea of kind of cross pollination of having different companies in our space because everyone kind of has a little bit of a unique angle or, you know, especially with AI right now, it's really cool to be able to see what a bunch of other types of companies are doing and how we kind of benchmark against them and learn best practices. But usually all those deals. You know, especially being in the Quad Cities. We haven't found a standard deal structure yet in the venture studio space. Jason Kirby (22:41.881) I guess say that one more time. Drew Allen (22:43.875) We haven't found a standard deal structure yet in the venture studio space. Jason Kirby (22:50.651) That's fair. Usually studios I've worked with or seen, they tend to have these very strict repeatable structures. And it sounds kind of more with yours, it's on the kind of ad hoc opportunistic play. guess what would you say is kind of in the most successful outcome or kind of highest potential out of the Venture Studio? Drew Allen (23:14.454) There's been a robotic integrator that was able to come in, use our space. We did not take an investment because it wasn't aligned with our goals. But my understanding, he was able to use our space, use our resources, actually use us a lot of trial case. And then he was able to be in the studio for, I think, a year and a half or two years. And it was really able then to dramatically expand, be able to move out of our studio and is operating a very, very successful business. And ultimately, one of the reasons that we did the venture studio space was we wanted to cheerlead. entrepreneurship and business startups in Eastern Iowa. And so even if it's not fully aligned with us, we still want to be really supportive to that community because we live here, right? We need, we need companies that are, that are pushing the envelope. And I just didn't feel like there was a lot of companies that were able to. you know, be standard bearers for what entrepreneurship and scalable entrepreneurship looks like in Eastern Iowa. We've got a couple large companies here. John Deere, Arconic, Kone Elevator. But there's just not as many kind of smaller scalable startups. And that's what we were trying to really bring to the Quad Cities. I still think it's a work in progress. There's still a lack of deal flow in Eastern Iowa, generally, and the amount of new company upstarts, I'm not sure has ticked up in a substantially meaningful statistical way. Moines is a different deal. Des Moines, they've got a whole plethora of insurance tech startups, and there's a lot more kind of capital and expertise in Des Moines than there is in Eastern Iowa. Drew Allen (25:18.798) And so it definitely feels a little bit, it's a challenging location to try and do this for sure. Jason Kirby (25:27.784) And I think before we got on the call, you were telling me about some of the expansion into Austin. I guess, is there a correlation between what you saw in kind of the talent and startup community in Iowa and kind of leading to you to go down to Austin? Drew Allen (25:45.167) Yeah. So we had significant struggles building out kind of the engineering team. And, you know, I don't want to say all of that was due to location, but there was a significant part of it that was due to location. And I think even in the last couple of years, it's maybe even intensified a little bit where we make offers and because of our location, we're not really able to get the type of people that we want. And that's fine on our software development resources. They can kind of be wherever. But when you're talking about hardware and firmware, you need to be in a location. It's just it's a tactile thing where like you need testing equipment. You need to be able to 3D print stuff, you know, and it's very, very hard to kind of do that remotely. And you lose a lot of efficiency if you're not all under the same roof, which is just like really old school. But like, I think it's true. And so we decided we needed to start evaluating additional additional locations. I looked at Atlanta, Nashville, Charlotte and Denver and Austin. Charlotte was probably number two on the list. We have an investment down there in a company called Atom Power, which is changing the way that power distribution happens with solid state circuit breakers. And so we were kind of excited about maybe, you know, looking at Charlotte, but the difference with Austin is maybe outside of San Francisco, there is not nearly as centralized of a location for capital and talent as Austin, Texas currently is. And the business friendly environment in Texas in general is incredibly helpful. But in Charlotte, everything is a lot more spread out. There isn't as much critical mass in a singular location. Austin is super vibrant. all sorts of different types of companies. There's not really one that's like, you know, mean, obviously Elon's companies are probably the largest, you know, the largest kind of tech companies there. But there's but there's tons of I mean, there's defense tech, there's manufacturing, there's energy, you know, there's, you know, all sorts of software businesses. And so we want to make sure that we're Drew Allen (28:08.804) have our ear to the ground of where things are moving to. I'm also incredibly bullish on Texas. I was at a conference in the fall last year, and I don't think people really understand what's happening in Texas. So in Dallas, you have JP Morgan and Goldman moving 10,000 people a piece to Dallas. Okay, so we're talking 20,000 people just from those two companies moving to Dallas. They've got now, I think, three stock exchanges. And so basically Dallas is becoming the capital center, know, secondary capital center outside of New York. Then you have Houston, which has always been the energy hub of the world, at least for the last 60 years or whatever. And then you have Austin, which is manufacturing and tech. And this is all, these are all three hour drives away. So you have capital, energy, manufacturing and technology. all within three hours of each other. You have space, power, a highly educated workforce, you know, in a business friendly environment. The projections out of this economist at this conference, he's basically saying he's expecting almost all of the GDP growth in North America to come out of the Texas triangle in the next 20 years. Jason Kirby (29:32.168) I wouldn't put it past them. Like what I'm seeing and also the fact that with space, was just reading an article this morning about SpaceX when it goes public will likely meant over a hundred, a hundred millionaires, like a hundred and sixty hundred millionaires from just the SpaceX like employees. Drew Allen (29:47.858) I think 100 cent, oh, just the SpaceX employees, so what I've read is there's 10 people that they've been able to identify, they're gonna walk away with a billion dollars a piece in Austin. There's another, I think, 30 to 50 who are gonna be sent to millionaires. And then, oh, okay, mean, anyways, it's a huge. Jason Kirby (30:05.064) I thought it was over 100. Yeah. Yeah, we'll find that article, put it over. Drew Allen (30:12.433) Yeah, yeah, but it's a huge amount and then who else is going to walk away with more? I mean, it's... Jason Kirby (30:18.62) tens of millions. yeah, the economic boom there and the capital that will flow from them is like, what the hell are they gonna do with 100 million? They're not gonna spend it the day one, they're gonna invest it and put it into their friends' companies, their next company, like the level of innovation that will come out of that. Yeah, we have that. Drew Allen (30:35.341) And by the way, also the level of expertise. these folks that work at SpaceX, we do a lot of business with Elon's companies. SpaceX is one of my favorite case studies to talk about because I don't want Elon in the car business. I think the car business sucks, The space business is totally different. And so there's a gentleman who we work with and Jason Kirby (30:45.222) Nice. Drew Allen (31:04.977) I saw him at a recent event and I go, hey, so I'm just curious, like, how do you guys get so much done at SpaceX? He goes, we just work till it's done. And I go, okay, what do you mean? I'm like, when do you go into the office? And he goes, I'm usually in at seven. I go like, well, when do you leave? And he goes, usually about 10 o'clock unless, you know, we're running behind. I'm like, so a normal day is seven to 10. Five days week. goes, no, seven days a week. And I'm like, okay. And he goes, and if we run into a problem, we just text Elon's chief of staff. And you know, if we need more labor, they'll just fly the private jet down, pick up a bunch of workers and fly it back. And I'm like, okay. And he goes, but if we run it, you know, if we run into a really challenging technical problem, we just text Elon. And then he gets on the private jet and he comes and helps us work through the problem. I'm like, well, you know, what's your longest stretch you've gone with Elon trying to work through a problem. He goes, we were running up to a launch and we were having problems on some system. We did 48 hours with like limited cat naps underneath the conference room table with, with Elon and this guy, he's a relatively mid-level engineering manager. And just the fact that he goes, Hey, we're having a problem. Elon gets on a plane and like, Jason Kirby (32:29.041) Yeah. Drew Allen (32:30.181) goes no sleep for 48 hours to get this launch to happen. That's a business skill that like not a lot of other companies get, right? And that experience, and there's people with these stories at Tesla, SpaceX and Boring all over the place. And I'm sure XAI is gonna have stories. And so I don't think you can discount how impactful that is to a region. to have that kind of ethos burned into you of how you actually make hard things happen. Jason Kirby (33:05.65) Well, that then armed with capital to invest and influence the next phase of companies, and to which so many have been brought into Texas, like they will probably stay in Texas and continue to build and innovate in Texas. And Texas played the long game, cutting taxes and attracting some of the most amazing companies there. So I believe the economists when they say, you most of our GDP, when you're like a California balling apart and God knows what's going to happen in New York right now. Yeah, going to be an interesting decade coming through. Drew Allen (33:45.138) I mean, you have to think if you're an investment banker in New York making $3 million a year and you have an opportunity to go to Dallas and your taxes are cut so dramatically, I mean, and your cost of living, you got to think that there's going to be a lot of investment bankers who are deciding, hey, I'm done. I'm out of New York and hello, Texas. Jason Kirby (34:08.681) I think there's still going to be for the flow of finance, think New York still plays an integral part. But I think for, I don't know which jobs are actually relocating. I've been curious to kind of understand. people I know in New York, stay in New York. Like New York still have, know, taxes are taxes. You just make more money. And it's there to make. Yeah. I love the vibe of New York. But, you know, going back to Drew Allen (34:27.794) Right. True. Jason Kirby (34:36.649) Yeah, kind of your experience. I think it's amazing that you built a company that gets to work with the Elon consortium of companies and provide a solution that they are using and leveraging. When it comes to the future of your company, and as you think about the legacy of your business, legacy of your family, and how you future-proof the organization, how do you think about that? Drew Allen (35:04.696) I think about continuing to provide the best platform for innovation to happen on top of. So what's needed to be able to successfully launch products in the industrial data center space? One, you need great technical teams. Two, you need operational excellence across kind of all facets of the business. Third, you need an awesome sales channel marketing machine. And so if I can really nail those three pieces, then I know whatever product we throw on top of that foundation, I can accelerate. you know, and so I continue to build out aggressively build out and invest in resources that I think are going to continue to kind of notch up that level in all those areas. And I'm not going to, you know, I'm going to take a similar approach kind of with my kids. I think my dad took with me of kind of a no pressure, a no pressure attitude. And if they find their way here and this is kind of they they they come to the conclusion that I came to where it was like, I could go off and build a business on my own, start something on my own. except for the failure rates are really, really high when you're building from zero. There's a great book called, Buy Not Build, by the way. But the failure rates are really high. Well, if you can have a platform that is able to protect some of that downside and to make it a little bit easier to go from zero to one. That's really what I'm interested in. Hopefully they'll be attractive enough for my kids to be able to come and build. Because I realized that's what I had with my dad. And I had it with this company. And I said, okay, well, if I could go start off companies by myself, or I can start companies on top of the existing platform that we've built. And we also work on kind of this idea of like shared services. So we kind of want all of our services. Drew Allen (37:19.356) to be able to be called upon by companies that we have investments in, companies that we've acquired. And so we really build that. I had an interesting conversation with folks at Google recently. And there was an engineer there who works on their substation designs. And you go, Google design substations? Yeah, they design their own substations, right? And the way that this engineer talked about it, she said she kept on using, you know, kind of the terminology product. And she goes, well, you know, my product is this and, know, and I realized quickly by asking a few more questions that what Google does is they productize everything. So most companies think about like a process. Very few companies think about my internal. my internal resources, how do I productize them as if everyone inside of my company was buying that product? Right. So do I have a data sheet for for what's being offered? How you know, if I'm writing software, are there API calls and documentation? If I'm running a marketing playbook, how do I quickly tell, you know, how do I quickly tell the marketing team, hey, I want to I want to run playbook? A1 and they're able to just go ahead and execute it. How do you kind of make every part of your business a product? Because I think ultimately that's what's led to Google's ability to scale so dramatically is that they think about not just like, I'm designing this thing. No, I'm actually making a real product inside of the business that then other people in the businesses are pulling on using developing off of or purchasing from us. And I think that that was kind of a unique insight that I've been really moving our company to. It's like, how do I productize a lot of what we're internally? And I think that that leads to a much quicker scale. Jason Kirby (39:25.993) I think that's amazing to be able to think at that level of where you want to take it, have that longevity, also just thinking about the family aspect. And I think that's something I encourage a lot of founders to think about before they take on outside capital and look at a five, 10 year timeline and look about, you know, what would this mean if your kids were involved? It's often a conversation I have more of a second time founders, you people that have built and sold the company and now they're like, well, I've made some money, but I don't want to do that yet. You know, the headaches of raising money and dealing with all that and they're trying to build more of a sustainable business. And of course, easier said than done. But for you looking back, now we look forward, now looking back at some of the transactions and decisions you've made, what would you kind of say was like one of the greatest decisions that you thought about? What were the stakes involved in that decision and what was the outcome? Drew Allen (40:21.811) Gosh, think as you go on in your career, you keep on finding that the stakes just get higher and higher. You know, I think. Biggest, biggest kind of one that that jumps to mind was we did a very, sizable acquisition in 2021, so I was literally kind of coming on as CEO. And I was leading an acquisition of a partner that we had been brand labeling their products. And the numbers for me at the time were scary. Right. But ultimately, I believed if we weren't in control of the product and the technology, we weren't going to be able to innovate. We weren't going to be able to win. We weren't going be able to get our cost structures down. And. You know, post acquisition with the debt service. was, you know, it was challenging because you it takes a long cycle before the changes that so the changes that you make today, if you're on like a nine to 18 month sale cycle, you know, you, you, you're basically like, okay, I better be making the right decisions now, right? And you're now you're looking down $100,000 a month kind of debt service checks, right? And you you got to make sure that what you're doing works. And so I just I remember being under kind of an inordinate amount of pressure kind of at that time, especially just coming into the business. I think that looking back on it, though, it was the right move and the returns on that acquisition have been stellar. And I don't want to just only I don't want to only point at like the financial returns, but the the returns to our customers were also dramatic. The product probably in 10 years prior to the acquisition, there had been only probably two or three new product launches in 10 years. And within 18 months of acquiring the the product line, I think we did four new product releases in 18 months. Right? And Drew Allen (42:43.195) our products legitimately save people's lives in factories. And so the more that we can get compelling product offerings out, like product market fit for us means that like, yeah, the customers like the product and we came out with the right thing, but it also means like it actually works in practice and like people get a tangible safety result, which is really, I think, inspiring when we're talking with our engineering teams, right? Like they know that they're working on technology that saves people's lives. Jason Kirby (42:49.097) Unimportant. Drew Allen (43:12.613) And not a lot of companies get to be able to say that. And so it's been a win, I think, across across the board. And I think looking at it, if if if you design if you design if you think about everything only from a financial impact perspective, you probably don't end up taking much risk. You have to think a little bit more broadly about what the impacts are to your business than just, I think I'm going to sell this much. because oftentimes when you're just looking at the spreadsheets, it's all projections, you know? And you can make those numbers say whatever you want. And you can try to financially engineer it. And look, I do my fair share of spreadsheet work, though I don't think I've written a formula unlike since Claude, Opus 4.6 came out. I'm rusty now, I'm really rusty. Jason Kirby (44:04.042) It's only been a few months, but it's been great. I don't care about Agressa anymore. Drew Allen (44:12.627) But yeah, but that was a big moment and it was a really high stakes negotiation. If it went wrong, I think it would have led to a big disaster in the business. I also, not an M &A transaction, but a story that I share that I think is impactful about, you know, we can look at these like good decisions we've made, but oftentimes it's more interesting to look at like the bad decisions you've made. And one of the pieces that probably set me up for better success today based on a failure in the past was I was a couple of years into the business and I was working on a project for a large consumer packaged goods company and they were requesting a new version of one of our products and I was sold. was like, this is awesome. I've got this huge multinational blue chip publicly traded company. They're asking for this thing. I type up the PRD. I work with the engineering team to like get it designed, you know, and I show it to them. They say, oh yeah, that's great. And I go, okay, like let's go ahead and make the product. We go down the whole certification path and, you know, do all this, do all this work and place the inventory order and the tooling order. You know, we're probably about $400,000 into this product. We launch it and crickets. Drew Allen (45:47.253) Absolute crickets and you go. Oh my god. What did I miss? And I start looking back on it and you know what? I only relied on one customer's input. I was too proud and ignorant to call up, you know 10 20 100 additional customers and see if they were gonna buy it I was You know my We didn't have any way to rapidly prototype and iterate on the design. So today that same development process that we went through, which took probably nine months, know, 10 years ago, we would be able to do that in probably two or three weeks. And we would probably have already had three to four prototypes in that, in that period that we could have like quickly iterated on at a fraction of the cost. Right. And so that learning set me up for that's not how we're going to do product development. I'm no Steve jobs. I wish I was. But even what I think people, what I think people miss about Steve is at Apple, they're going through rapid iteration all the time. By the time you've seen the product, that's probably their, you know, 2000th iteration on that, on that device. And they're getting all sorts of feedback that you don't, you don't get to see because you're, you know, they're, they're behind a walled garden and they're so secretive, right? But. For us, it's like, okay, so how do we validate these products? How do we get compelling feedback? How do we make sure that when we're looking at product market fit, we're looking for products that have horizontal appeal across all sorts of industries, right? So if I'm choosing what customers to go talk to, I'm gonna go talk to metals and mining customers, I'm gonna go talk to food and beverage customers, consumer packaged goods customers, data center customers. I'm gonna talk to a whole variety and hopefully, even if out of those verticals, Three of them go, yeah, this is great. We'd love to buy it. And two of them, at least we know that, hey, when we launch for the marketing, we're gonna make sure we segment the marketing to the parts of the market that we know we're gonna win it. Jason Kirby (47:55.051) So Drew, what I want to do now is I want to jump through a couple of questions that I'd you to answer quickly and kind of give your concentrated input on. So first one I want to talk about is why did you choose acquisition instead of building the technology internally? Drew Allen (48:21.62) Because you don't know everything. So ultimately there are passionate founders who have been able to figure out an insight that was not originally apparent to you. And so I believe that the more the merrier and I'm not going to think that only every good idea comes out of here. And ultimately if they've got an insight and they're willing to work with us, I would really love to leverage their passion, their understanding of the market. and their perspective, right? We don't only buy art from one person. We often love to get art from other types of people. And so why would I be exclusive in the kind of art that I'm gonna acquire? Jason Kirby (49:04.106) What's the difference between acquiring technology and actually commercializing it? Drew Allen (49:11.592) The commercialization piece is a long road, right? So a lot of the commercialization, you've got a piece of technology that is interesting, that like, let's call it just like a PCBA and some firmware that does something, right? The packaging, how it's installed, making sure that the channel can actually buy and resell it appropriately. The configuration that you need. all of the certifications. So if you're putting it in hazardous location, I mean, in order for your customer to actually be able to buy the product, they have to actually be able to use it. And so a lot of times technology is a little bit earlier than the commercialization or the ability of the customer to actually buy and use it effectively. And so we try to look at it from like a whole variety of angles through our launch process and through our design, design, manufacturing and quality. certification processes. Jason Kirby (50:12.774) And before you came on, did your father or the company have an &A playbook or did you kind of learn as you went along? Drew Allen (50:21.505) No. It was something that, you know, with with me and some of our board members, I think we really we had to dial in and put the plane together in flight. One of our board members is amazing. He was the senior VP of Corporate Development Strategy at Rockwell Automation and led, don't know how many dozens or hundreds of acquisitions for Rockwell kind of in his tenure there. And his advice us though is that every acquisition that Rockwell did was different. And so I think you can find guiding principles in acquisitions, but every structure is going to be slightly unique, slightly different. There's this thing that's a concern. There's these risks. But having at least a general kind of principle, set of principles that are guiding, we're not going to acquire anything that's not adjacent to our core business, right? We're not going to go completely left. We're going to look at how it fits in the channel. We're going to look at is it technology that we understand we're able to innovate on top of, you know, other things that we, you know, other things that we look at. And every time I think we go through a process, we learn something new. Jason Kirby (51:32.604) And what would be your advice to founders seeking to use acquisition to transform their company? Drew Allen (51:41.371) Exhaust all other avenues first. Right. And figure out what why do you want to do that acquisition? What's the insight that the other company or technology team has that you that you missed and make sure that it's really adjacent? And so when you're looking at larger so most &A playbooks. Are focused on. larger companies where you're trying to drive synergy by taking costs out of redundant bureaucratic structures. OK. For us, we're we're usually having to add a lot more cost into when we do &A, we're actually adding costs because usually the team that's coming over is like one or two or four people, not, you know, not 20 people. And so we're adding in additional resources. So at that point, we're just trying to find, OK, There's an insight here. We're going to we're going to grow this thing. Do we have product market fit? How do we get the message out? And, you know, so it's a little bit a little bit different. Jason Kirby (52:50.922) Great answers, Drew. I've enjoyed having you on the show, sharing your experience of taking your family business to the next level. What would be the best way for anyone to get in contact with you if they were interested in having a chat? Drew Allen (53:03.241) Yeah, so connect with me on LinkedIn. Drew Allen, CEO of Grace Technologies, sent me an email at drewa at grace technologies.com. We're always looking for interesting technologies companies to partner with, commercialize, or invest in, and would love to connect with all your listeners. Jason Kirby (53:24.81) Well, make sure to enable that for you as well as if anyone wants a direct intro to Drew, by all means reach out to me. I'm happy to tee up that intro. Drew, thanks again for coming on the show and looking forward to get this out to our audience. Drew Allen (53:38.655) Thanks Jason. Appreciate it. Jason Kirby (53:41.163) All right. I'll go and kill it.