In this episode of Venture Declassified, hosts Jacob Schpok, Ben Pidgeon, and Mike Kelly unpack the inner workings of Special Purpose Vehicles (SPVs) and their role in managing follow-on investments. Drawing from recent real-world scenarios, the trio explores how SPVs are structured, how pro rata rights work in practice, and what happens when not all investors are on board for additional funding rounds.

Ben shares a current “pay-to-play” situation, explaining how failing to participate in a follow-on can push investors down the preference stack—or even convert them to common shares—dramatically impacting potential returns. The conversation dives deep into mechanics like preference stacks, pari passu arrangements, capital calls, and how SPVs track ownership across multiple rounds. Mike adds perspective on structural differences between manager-led and member-managed SPVs, and why understanding your voting rights and obligations matters.

They also highlight the nuances of running internal “waterfalls” within an SPV to distribute returns fairly among investors in different rounds. From the realities of last-minute investor dropouts to the importance of clear governance, the hosts offer a candid look at the operational and relational challenges that come with managing pooled investments.

The discussion wraps with practical guidance for angels considering joining or creating their own SPV—covering fee structures, deal economics, and minimum check sizes. Whether you’re investing through an angel group or setting up an SPV with friends, this episode delivers a grounded, experience-based look at protecting your position, avoiding unnecessary dilution, and making informed follow-on decisions.

Key Topics

• Defining SPVs and their role in pooled startup investments

• Handling last-minute investor dropouts and capital call gaps

• Fee structures, hurdle rates, and carried interest models

• Governance considerations and voting rights within SPVs

• Risks and benefits of forming your own SPV with peers

• Minimum check sizes and factors influencing deal participation

Connect

Mike Kelly

• LinkedIn

• Website

• Developer Town

Ben Pidgeon

• LinkedIn

• VisionTech

Jacob Schpok

• LinkedIn

• Elevate Ventures

Hear more interviews and stories like this one at www.VentureDeclassified.com

The information provided on the show is not intended to be investment advice and should not be relied upon as such. The investors on today’s episode are providing their opinions based on their own assessment of the businesses or topics presented. Those opinions should not be considered professional investment advice. If they start up pitched as a part of this episode, it is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, subscribe for or buy any securities.

Episode Summary

In this episode of “Venture Declassified,” hosts Mike Kelly, Jacob Schpok, and Ben Pidgeon are joined by super angel investor Ken Miller for a candid conversation on the art and reality of exercising influence as an angel investor.

The discussion kicks off with the dilemma many angels encounter: what to do when you see a portfolio company making decisions you disagree with—especially when you’re a minority on the cap table and not on the board. The group explores the most effective (and least destructive) ways to voice concerns, —asking sincere, probing questions to prompt founders to re-examine their assumptions.

Ken, Ben, and Mike unpack scenarios from disengaged boards to founders clinging to wishful thinking, debating whether tough conversations should happen one-on-one over lunch or in the boardroom. They dissect the role of data in clarifying disagreements, how to build consensus among other investors, and the importance of humility—accepting you might be wrong, even if you’re passionate and experienced.

The episode also tackles the reality of misaligned investor goals, such as the choice between holding out for a potential big exit versus taking chips off the table in a tough market. Throughout, the hosts keep it real about the ups and downs of angel investing—reminding listeners that failures are common, big wins can come unexpectedly, and open debate is often the healthiest path forward.

Whether you’re an experienced angel or just getting started, this episode is brimming with practical wisdom for navigating the emotional, interpersonal, and strategic challenges of influencing startups from the sidelines.

Ken Miller

With 30 years of experience developing teams and focusing on growth and innovation, Ken Miller has gained deep insight into the unique challenges of leadership. While technologies and industries continue to evolve, he believes the solutions to these challenges are consistently found in the same place: people. His passion lies in building empowered teams and cultivating leadership, helping individuals understand the powerful connection between personal growth, innovation, and high performance.

LinkedIn

Key Topics

• The Value Angel Investors Bring Beyond Capital

• Minority Stakeholders: Influence Without Control

• Board Dynamics and Effective Questioning

• Approaching Disengaged Founders and Boards

• Building Consensus and Escalating Concerns

• Navigating Differing Investor Philosophies

• Recognizing When Influence Isn’t Working

Connect

Mike Kelly

• LinkedIn

• Website

• Developer Town

Ben Pidgeon

• LinkedIn

• VisionTech

Jacob Schpok

•

Hear more interviews and stories like this one at www.VentureDeclassified.com

The information provided on the show is not intended to be investment advice and should not be relied upon as such. The investors on today’s episode are providing their opinions based on their own assessment of the businesses or topics presented. Those opinions should not be considered professional investment advice. If they start up pitched as a part of this episode, it is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, subscribe for or buy any securities.

In this insightful episode of "Venture Declassified," hosts Jacob Spock, Mike Kelly, and Ben Pidgeon are joined by guest Ken Miller to tackle the timely and complex topic of tariffs, and their ripple effects on startups, investors, and the broader business ecosystem. The crew dives straight into the current landscape, highlighting the divide between companies with international exposure—who are feeling the pinch—and those insulated from global trade dynamics.

The conversation kicks off with a candid exploration of how tariffs are impacting founder confidence and client spending, especially for startups selling into large, global enterprises. Ken and Mike weigh in on the trend of onshoring as companies reevaluate the risks tied to overseas manufacturing. The team dissects the purpose of tariffs, questioning whether they truly level the playing field or simply force startups to get more creative.

Jacob and Ben stress that, while entrepreneurs can’t control federal policy, they can—and should—plan for uncertainty. The hosts encourage founders and investors to be proactive about risk, advocating for scenario planning and optionality, rather than becoming paralyzed by volatility.

As the show wraps up, the hosts share practical advice: stay curious, gather data before making decisions, and always have a flexible plan B. The episode delivers a blend of practical strategies and optimism, reminding listeners that with creativity and adaptability, startups can weather almost any storm—even one involving tariffs.

Key Topics

• Historical and Philosophical Perspective on Tariffs

• Startup and Investment Planning in Response to Tariffs

• Debate on Whether Tariffs are the Only Tool to Level the Competitive Playing Field

• How Tariffs Influence Investment Thesis and Portfolio Strategy

• Practical Guidance for Navigating Tariff-Induced Uncertainty

• Investor Perspective: Finding Opportunity Amidst Danger

• The Virtue of Constraints and Ingenuity in Crisis

Connect

Mike Kelly

• LinkedIn

• Website

• Developer Town

Ben Pidgeon

• LinkedIn

• VisionTech

Jacob Schpok

• LinkedIn

• Elevate Ventures

Hear more interviews and stories like this one at www.VentureDeclassified.com

The information provided on the show is not intended to be investment advice and should not be relied upon as such. The investors on today’s episode are providing their opinions based on their own assessment of the businesses or topics presented. Those opinions should not be considered professional investment advice. If they start up pitched as a part of this episode, it is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, subscribe for or buy any securities.