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227 The Biggest Strategic Issue Facing Pinnacle Fertility with CEO, Beth Zoneraich

Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.


Growing fertility networks need more staff at almost every level of the organization. But they can’t get enough of them.

Today's guest, Beth Zoneraich, CEO of Pinnacle Fertility, presents her approach to revolutionizing the patient experience and enhancing efficiency in fertility practices.

Tune in as Beth explores:

  • How she’s refining the patient journey for optimal efficiency. (And why it involves the Ritz-Carlton)

  • Market and workforce factors driving the need for more streamlined processes.

  • Pinnacle's automation of EMR steps and improvements in patient intake.

  • Strategies for segmenting and training specialized support staff.

  • Navigating the separation between business and medicine in fertility.

  • The impact of private equity on fertility practices and standards of care.

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Beth Zoneraich
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Transcript

[00:00:00] Beth Zoneraich: Why is sort of the industry changes in the industry dynamics affecting fertility? And why, why is it making it now the reason why these clinics need to change? And then in changing, we create these new operational methods, which focus on work life balance and. efficiencies because it's the only way we can go from being sort of a mom and pop, you know, fragmented industry to a scaled, able to give more people access to care, but efficient, you know, group of clinics is, is by making these changes.

And, and we need to make the changes in a way that works for sort of where employees want to be. 

[00:00:42] Kevin Ali: Hi, I'm Kevin Ali, CEO of Organon, and at Organon, we're committed to engaging with leaders across reproductive medicine. So I'm excited to introduce today's guest, Beth Zoneraich, CEO of Pinnacle Fertility. 

Sponsor: This episode was brought to you by Organon, Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

[00:01:04] Griffin Jones: Thank you, Kevin. You made me realize that I may have been mispronouncing Beth's name incorrectly in this interview, and I am correcting myself and I am correcting all of you. Beth Zoneraich. One of the things that fertility networks are supposed to do is to introduce operational efficiencies to the practice of REI.

Beth Zoneraich has been mapping the patient journey for many years, long before she was the chief executive of Pinnacle. So I ask her about what she's doing now to make the patient journey more efficient. And also, what are the market causes that make it necessary to make it more efficient? What are the workforce causes for needing to make it more efficient?

What is Pinnacle doing to automate steps in their EMR? What are they doing at patient intake to anticipate patient needs and desires? How does Pinnacle segment and specialize their support staff? What are they doing to train those staff? I press a bit on the separation between business and medicine.

Doctors say they don't want to be told how to practice medicine. People say they don't want to tell doctors how to practice medicine. I just don't think that business operations and the practice of medicine are completely separable. I asked Beth about that. I also ask about the private equity timeline.

I think there's too much evidence to the contrary that private equity just tanks the standard of care. I don't buy that, not across the board anyway. But I do think it might be the case that private equity backed companies don't make enough necessary investments for the long term because the timeline for the return on investment is too short.

I asked Beth about that too. When we talk about workforce, I think Beth is a little more generous than I am in comparing generational work ethics. But I think the point's the same that the only way you'll get even as much out of the current and incoming workforce as you did from previous workforces, let alone get more out of them is by using technology and systems to make them a lot more efficient.

Let me know what you think. Send me an email and enjoy this conversation with Beth Zoneraich. Ms. Zoneraich, Beth, welcome to the Inside Reproductive Health Podcast. 

[00:02:54] Beth Zoneraich: Griffin Jones. Thank you so much. It's a pleasure to be here. 

[00:02:57] Griffin Jones: I'm I'm happy that you're here. Your fellow upstate New Yorker originally. So we've we've gotten to connect on that.

We also have gotten to connect a little bit recently on on some thoughts on operational efficiency. And, uh, and I do want to get into that and then what that means for the workforce. Um, but maybe we take it from your view of what's happening in the field. And why efficiency in particular efficiencies are necessary at this time.

What's the bird's eye view of, of what's happening that you think this is now necessary. 

[00:03:35] Beth Zoneraich: Thanks, Griffin. I, I love to talk to my own network and outside of the network about what a quickly changing industry, the fertility world is. And we have a lot of these dynamics going on in the industry that are hitting All at the same time.

And sometimes when you're in a clinic as a physician or as an embryologist, you, you feel these industry trends hitting, but, but it's pretty hard to see them in a global context and understand maybe why some things that are changing at the clinic are changing. So when I look out at the industry and look over the past 10 years, you, you really see huge changes.

The first is that within the clinic, delivering care to the patient has become a lot more expensive. Uh, it's become more expensive because we've added a lot to the process. So we've made our success rates and the science has exploded and, and our clinics are much more successful at getting our patients pregnant using things like genetic carrier screening and, you know, biopsying embryos and, and, and doing PGTA or PGTM testing on the embryos.

That's improved our success rates. But if you think about what the clinic needs to do, they're now doing a lot of genetic counseling they've never done before, coordinating that. And they're running more tests, which requires coordination with outside vendors, and then they're spending time in the lab biopsying embryos, and they have to now coordinate two cycles, first the retrieval and then the frozen embryo transfer.

So the amount of work required in the clinic that makes it necessary to get to one cycle is a lot more work and a lot more employee. lab, nursing, and doctoring time than we had had before. Uh, so while that's one big trend that's happening, uh, we also have a shortage of labor, so it's making that labor more expensive.

Um, that's really making caring for each individual patient tougher and more expensive and taking more time. So that's one big industry trend that's happened. A second is, at the same time that that was happening, more and more employers have decided that offering fertility benefits is a needed part of, of what they should offer their employees because everyone should have the right to have a family if they want one.

And so it's a wonderful trend to see more and more employers offering this cure. And with more coverage, more patients are showing up at our door wanting coverage. So it's, it's taking us more time to see them. It's more expensive to see them and service them. And more employers are covering it. But we're actually getting reimbursed a lot less on the back end for each cycle that gets covered.

So when you see all these trends happening, a lot of times what we're seeing is we go in and either acquire clinics or or come in to help clinics manage those industry trends. What you find is long wait lists of patients. It's hard to answer the phone. It's hard to get back to your patients and patients get increasingly frustrated with the clinic because they're not getting the care that, that they really deserve and that they're wanting to have.

And the staff of the clinics get super frustrated because they're working harder than they've ever worked before, trying to provide even better care than they were able to provide in the past, but they're getting yelled at all day by patients that, that are kind of angry with the process. And so what we're finding is a lot of people are either leaving the field or they're getting burned out.

For And they're not sure sort of where the future is going, and they don't realize that these industry trends are really what's causing a lot of this. So when, when we're in clinics, sometimes we'll hear people frustrated with doctors or frustrated with administration. And really what's happening is these industry trends are playing out every day in our clinics and making our employees feel stressed and tired and not sure sort of which patient they should see first and where they should head back.

[00:07:10] Griffin Jones: So one of the things that I wrote down that you mentioned is that things are taking more time now, what specifically is taking more time? 

[00:07:21] Beth Zoneraich: I think if, if we go back 10 years, right, people would come in and they would, Almost entirely be self pay patients. So they sign a contract and they would get started with their testing and their treatment cycle tend to be that treatment cycle would have been one cycle.

They would, they would coordinate that patient to have a retrieval and then X number of days later, they would have a fresh transfer. Now we've got to coordinate genetic carrier screening of, of sometimes one, one of the, um, parts of a couple of pretend both, you know, husband and wife and or, uh, two, two spouses.

Um, or an unintended, you know, partner. So some of the times we're doing the genetic, um, counseling and the genetic carrier screening, then we're coordinating a retrieval cycle. Then we're typically creating embryos, freezing them as we biopsy them and send them off for treatment. We've got to coordinate with an outside vendor and do that internally.

And we've got to get those reports back. So when you 10 years ago, we've added a lot more steps into the process. And we're now trying to coordinate with More outside vendors and and those coordination with outside vendors can mean lots of paperwork to fill out lots of faxes to get in Lots of attaching to charts.

So there's a lot of steps involved in making that journey for the patient work seamlessly now Unless we put a lot of care and thought and time and energy into making it work better 

[00:08:37] Griffin Jones: So how do you get, uh, so how do you introduce inefficiency into this dynamic? Because a lot of these things that have developed have been, I suppose, to increase effectiveness.

You know, now you've got genetic counseling, you've got genetic carrier screening, you have, uh, you've got more options for third party. Um, but everything you introduce, um, might Uh, lead to it's one more step. Um, how do you introduce efficiencies without introducing something that you're trying to make the inefficiency just one more step?

[00:09:16] Beth Zoneraich: That's a great question. We've actually spent years at Pinnacle now time studying and watching and process mapping the flow of the patient journey. And, and lots of people have done this, but we've tried to be really innovative Not just picking a medical record system, but then innovating that medical record system to kind of automate things along the patient journey path that makes it easier for the for our team and our staff to provide really, truly exceptional patient service while not stressing out the team and making their jobs better.

And whether that be helping them with, uh, prep sheets in advance for what patient's coming at eight and at 8. 15, at 8. 30, and maybe a picture of what that person looks like and any consent forms they need to sign and why they're coming to the clinic and any copays or deductibles they may need to have.

And sort of helping the front office with sort of a list of all of the employee, all of the patients coming in and what exactly is needed and getting them ready for that in an easy electronic checklist. It, it may be taking some of our vendors and integrating them into our medical record system so that we're not filling out paperwork anymore, we're just doing click, click, click and that order goes off to one of our, our key partners that we work with.

And making sure when the, when we get test results, they result back into our system and. If we have a euploid embryo, it's going to highlight green in our system on an embryo by embryo braces, or if it's aneuploid, it's going to highlight red and the results are going to be right there at a click of a button.

But that we use automation and technology to take some of the really difficult paperwork steps out of what our, what we're doing. Our employees are doing every day for our patients and automate some of that to make their job easier and more focused on providing the amazing patient care that they love to provide.

[00:11:04] Griffin Jones: You talked about answering the phone and the staff's working hard. Patients are getting angry, wait lists get longer, and then, and people are calling. What's your approach to. Patient intake and answering the phone and what can be automated there? Are we at a stage where we can have chatbots do a lot of things or we can have some sort of a I triage or what's the approach to think about that point of intake now?

[00:11:34] Beth Zoneraich: So we try and study intake from many different avenues. So we study intake first for why is the patient calling to begin with? Did we not anticipate the need of that patient in advance? and touch base with that patient before they needed to call us. So the first is, can we reduce phone calls by better educating our patients and better getting them prepped for their cycle of their appointments proactively so that they don't need to contact us because we've already contacted them and satisfied that need.

So we study our phone calls to see maybe we are getting lots of phone calls, for instance, here's an example from a lab because we had the wrong diagnosis code in and sort of labs that we were sending out were getting rejected. And so we need to go in and fix the diagnosis code. And then all of a sudden those.

Those calls will, will stop coming in. So those, those are easy ones that we try and solve. Then what we try and do is, is we've studied good service models. And so we've gone out and said, you know, outside of healthcare, who do we think of as having really good service models? So for instance, we've brought in the Ritz Carlton to speak to our teams twice now, two years in a row.

And Ritz Carlton defines good services, anticipating. The needs and desires of their customers for us, for our patients. And so beginning to pre think, if I'm a patient and I know the patient journey, or I don't know the patient journey, but we know the patient journey, and anticipating what that patient journey looks like and proactively reaching out in advance.

So if someone needs to be on day three of their, day two or three of their period, and we know their appointment's coming up, can we text them in advance to say, Hey, I'm Did you get your period? Are we still good for our appointment? Your appointment in two days? Or should we push it out a day and being able to really think through that before they show up maybe on the wrong day of their period and then say, Oh, I didn't know or we'll have to reschedule and try again a month later.

So when we can anticipate demand, we reduce those phone calls. And then finally, when, when patients do call us, we should be answering in the first two or three rings. We shouldn't, we shouldn't have them waiting on hold for long periods of time. And we should be able to answer their question in one answer.

We shouldn't have to transfer them five times. We shouldn't have to say, we'll get back to them. We should be able to answer them. intake and have trained staff that can answer their questions. And so our goal and and we're not at this at every clinic and in every place where we're operating, but that is our goal to get to is to be able to meet our patients questions and answers in a very quick format, but really anticipate and ahead of time answer their questions almost before they have them.

Our desire is to delight the patient. 

[00:14:02] Griffin Jones: What's your point of view on centralized call centers? Because my point of view when working with smaller practices was that the roles that front desk staff had weren't specialized enough. They were, they were pulled in too many directions and they had to be because they just didn't have the volume to have these four people are the people that handle new patient scheduling.

And these three people are the people that, you know, welcome new patients. And these Other people are the folks that do the insurance verification. And, uh, and so it's, it seemed to me that they We're kind of stuck in that inefficiency because they didn't have the scale to specialize. But as soon as they got to a certain threshold, I would recommend, okay, now I'll get a dedicated new patient line, make that a different line than your existing patient line, because they have very different questions, very different needs.

And to the extent that you can have people whose job it is, is just to deal with new patients. How do you view that delineation of responsibilities? 

[00:15:08] Beth Zoneraich: Yeah, Griffin, I, I agree a hundred percent. When I have sat at front office before trying to understand the patient flow, the first thing that I notice is the front office person who needs to greet our next patient or check out a patient that's leaving or talk to people in the waiting room.

It's very hard for that person to answer the phone. They, it's sort of like a gamble. When the phone rings, you don't know if it's a quick, I'm going to transfer it to someone. If it's a 30 minute, I'm going to do an intake of a new patient. You don't know who's on the other end of that call. And the front office person, of course, being service focused, wants to be able to greet the next person walking in with a smile and, and get them ready for their appointment.

So they get, they get nervous about answering the phone because they're trying to do an excellent job with the patient in front of them. So separating those roles, uh, quickly becomes really important so that somebody can be focused on in taking the new patient, answering all their questions and, and being able to answer that call within the first ring or two while not trying to be rude or have two conversations at the same time and give both people their full attention.

So we, we always try to have front office only as a backup on answering new patient only calls, but not the main place where new patient phone calls are, are. 

[00:16:20] Griffin Jones: I'll route it to when your network like yours, can that be done from one place across multiple practices in multiple geographic areas? What are the pros and cons of doing it that way?

[00:16:33] Beth Zoneraich: So because pinnacle operates from coast to coast, you know, we often have a three hour time difference. So one new patient call center for the entire country, I think might be difficult for us. It's not something we've gone to at this point. And we also have such a large network that You know, having smaller specialized groups that understand all of the different practices and physicians, there are definitely nuances.

Uh, Pinnacle does try and standardize more rather than less so that we can help with automation and help with technology improvement on the back end. Um, there are definitely still differences between the clinics in scheduling or times or, or some of the clinics are in batching schedules for IVF. Others run continuously based on size.

So we have not tried to centralize into one call center. What we've done is more regionalized. Uh, centers and or centers within a clinic, but just not having it all in the front desk position. 

Sponsor: Organon is dedicated to delivering impactful medicines and solutions for a healthier tomorrow. Guided by its mission of being here for her health, Organon proudly recognizes fertility providers around the world focusing on care equity. 

We believe everyone should have access to fertility education and treatment. By collaborating with providers, advocates, and communities, Organon is working to elevate fertility awareness, expand resources, and invest in innovative products that help more aspiring parents access the care they deserve. 

Every journey to parenthood is unique. Organon stands with you. 

Learn more about Organon’s resources at FertilityJourney.com

[00:17:28] Griffin Jones: You've been the top chief at Pinnacle for a year and a half at the time of this recording. You worked for the company for a bit longer than that.

What do you, uh, Uh, view as what were in, in that time period, what were the efficiencies that you prioritized first and why did you prioritize them that way? 

[00:17:48] Beth Zoneraich: That's a great question. So since I joined the company, uh, I think the main priority was to get everybody on the same technology platform so that we have a base in which we can grow.

So, clinics came to us on paper. They came to us in a variety of different EMR and billing systems, sometimes two or three at a time, and, uh, you know, we've, we've had 12 different, uh, groups join us, and through that, we've done nine different EMR conversions. And as of June of this year, every clinic of ours, uh, will all be on the same tech stack platform.

That's the same copiers, the same voice over IP phones, um, the same Microsoft Office 365 platforms. They will be on the same medical record systems, um, using the same vendors. And we've integrated all of those technologies together. That will give us, and has given us since we're almost there now, this foundation of which to start to build from, and we're just beginning to see what I think will be really exponentially increasing results.

Uh, you know, as, as an outcome from this, as a way of, of doing things to make our patient care and our service levels truly outstanding. 

[00:18:59] Griffin Jones: As you introduce these efficiencies, how do you think about the overlap of business operations with clinical care? Because I've become convinced over the years that you just can't totally separate those two different things and, and the tension between business and clinical over the years has been.

Well, you know, the clinician saying, well, we don't want somebody without an MD telling us how to practice medicine. And the business response has traditionally been, we don't, we don't tell you how to practice business or practice medicine. We, we handle the business things. And I, I just think that. That there's an overlap that can't be fully separated.

And, and I think if, if I was in your seat or Lisa's seat or Derek's seat or TJ's seat, or I think that in, and I'm a business person looking at this, like, I, I feel like I would be telling doctors, like, there's no way in hell you're doing ultrasounds. Like we're going to be doing. We're going to have sonographers do that.

And then you can tell me what safeguards need to take place. And then, and then you can also tell me what safeguards need to be in place for APPs to, to be doing these new pay, to be doing IUIs or OBGYNs to be doing retrievals, like you can tell me, but just looking at where the field is, where it needs to go, it's like, we, you're not, we're not gonna be able to stay in business in a handful of years.

If we can't figure this out. And, uh, and, you know, when you think about the number of, uh, of the percentage of self pay patients decreasing, and those reimbursements are often much lower. And so you've got to figure out the efficiencies there. Plus, we're only serving a fraction of the marketplace that needs our help.

Among other workforce inefficiencies that are coming into the place that, that we'll talk about some more, but I, I, you know, from my view, I would be like, like this, this way of being able to, to see more patients isn't totally divorceable from the way people practice medicine. And yeah, I think that I would have a safeguard of.

or a system for, for saying, okay, you tell me what needs to be in place in order for it to be clinically safe, clinically effective, um, not compromising quality of care at all. But like, this is the direction that we're going at from business. How do you think about that? 

[00:21:24] Beth Zoneraich: So, you know, I think I'm, I'm a little bit blessed in the sense that I'm married to an REI physician and I've been married to that REI physician for, 27, 28 years, and we started a practice together, so it comes very naturally to me to know that while there's always an intersection of business and medicine.

Doctors need to drive medicine 100 percent of the time. It's really critically important. I last had biology in the ninth grade. I don't have a really, uh, intelligent background in sort of telling a doctor how to see a patient and what to do. Um, but what I, what I found really large success at is being able to identify industry trends and analysis, use things that are happening outside of the industry, um, whether it be the Ritz Carlton or.

I mean, honestly, any of the, uh, case studies that you can read in business and studying other industries and bringing those successfully into healthcare, specifically into fertility. And I find that doctors are great problem solvers. So if doctors are presented with, um, this is just my experience, lots of good data and knowledge of the problem, then they're great solvers, um, and helping innovate the solution.

And then once some physicians have innovated, they're pretty good at working with other physicians to help, help people come along. Change, change management is really hard and it's really hard, you know, as the industry has changed so quickly to keep up with it. Um, but through the medical leadership board where, you know, at Pinnacle, we have one doctor from every practice sits on a medical leadership board and they make all of the decisions when it comes to anything medically about the practices across Pinnacle.

Uh, and no one from the business side votes on that, nor, nor should they. Those are medical decisions that should only be voted on by the, by the medical group. They've been really able to guide us quite effectively in, in meeting sort of these demanding, changing times, uh, but, but through a physician, you know, through the physician lens and, and being led by the physicians.

We, we have a similar board on the lab, lab leadership board. They manage all of our lab decisions and equipment purchases and, you know, and then oftentimes together, I will, you know, the groups will get together in person twice a year, they meet monthly. Uh, they make decisions together, like if we're picking a long term storage partner, that would be both a lab and a medical decision.

They would vote collectively. Uh, and then we have a business leadership board and their job is really to roll out and help solidify all the initiatives and And things approved by the, by the medical and lab leadership boards. Um, but while these sometimes conflict in general, uh, you know, it is critical to us that we remain physician led and that we still tackle the industry problems and the dynamics that are happening in the business.

And we're finding a lot of success with that. We have lots of really active, good negotiations and good, uh, good discussions, uh, but, but I, I do believe that the physicians are leading us through this and we're, and we're finding answers to those problems. in in ways that keep our patient care at the forefront of every decision we make.

[00:24:25] Griffin Jones: What about those things that, uh, you know, they might need to, like switch an EMR or they might need to, um, start using a software or something. And this is where I mean, where I just don't feel like we can totally divorce the business operations from what quality of care is, because, uh, I, there, there's someone that.

work with pretty closely and who's gone through IVF as a patient a couple of times and, um, had, uh, listened to, um, a couple of the advertisers on our show that have talked about introducing efficiencies. And she said, I wish that I had that because. Our, we, we felt like we were totally disconnected and, and things just fell off the agenda and, and people didn't follow back up with us and it felt disorganized.

Um, and she said, we almost, we almost quit our IVF cycle. And so it's like, that's a, that's like a business operation, but it. It almost affected the, the, a clinical outcome because it, she almost didn't stick with it. And so how do you, how do you think about that when you've got to get people to buy into something and they might say, well, I, I think.

You know, I'm used to doing it this way, or I think that it's too in my wheelhouse of being a clinician. How do you bridge that gap? 

[00:25:49] Beth Zoneraich: So we use, we use data, uh, to bridge a lot of those gaps. So when we have opinion differences across the network, which you can imagine with 50 REI physicians, we have a lot of opinion differences.

Like there's, there's no, I doubt that not everybody agrees all the time. We, we use the vast amounts of data since we're all on one system and have access to all this outcome data to test theories and hypotheses and opinions and try and put data behind it to try and see, well, does this, you know, specialized DIMM protocol really help or work?

Or does, Something else really a trend look like it's something we need to follow or not follow. And so we try and break down and listen to each to each idea. And then we have the doctors talk to each other. So that's why we have this medical leadership board. And if it's working successfully in seven or eight or nine of the clinics, you know, it'd be unusual for it to not work in the remaining clinics.

And so. Um, we encourage everybody at Pinnacle to travel a lot and visit each other in different clinics. So if we have a clinic struggling with a rollout or doing something, um, that another clinic is already trying, we invite one doctor to fly to that clinic and, and see it with their own eyes and watch how one doctor sees the patient to, to sort of help make the decision of could that work in a, in a different clinic.

We found that to be incredibly successful as a way for physicians and Folks in the front office and folks in our embryology lab to learn from each other. And it's, it's been, it's been very successful to date. And it's also brought the network closer together and made people enjoy working as a team. Um, even if one works on one coast and one works on the other.

[00:27:27] Griffin Jones: You find that it follows that bell curve of the The innovator to laggard bell Curve, where on the, the far left end of the bell curve, you got innovators and you've got your early adapters, and then you've got your late adapters and you've got your laggards. Do you find that, you know, you have a handful of people that are typically the people raising their hands to try anything, and then, and then there's a cohort behind them that, okay, after.

Those nuts have figured it out, then we'll implement it. And then there's a cohort behind them that says, okay, it looks like we're going in this direction and then, and then you've got your last handful that say, all right, we we've got to do this. Do you, do you find that it usually works in that trajectory?

[00:28:10] Beth Zoneraich: I do. And what's so funny is that works, but it's in so many different categories. So in some cases, if it's research, you have someone who's super passionate about research and they leave the network and research, and then they get everybody to come along and participate and do more studies. If it's on technology or innovation or the medical record system, I've got a bunch of early adopters and they will test it out and get together.

And they're actually on a subcommittee of our medical leadership board on on technology, and they'll get it together and then they'll present it. What's really nice, though, is when you have this functioning network, then If we're rolling out, like for instance, in June, when we roll out our last clinic on the medical record system, we will send in 15 plus people.

We'll send in physicians from two different clinics. We'll send in embryologists from a number of clinics. We'll send in front office people. And so as they're converting, they're not stuck with sort of. Somebody, perhaps from the technology platform sitting there training them, they, they get that for sure, but they get the rest of their network that understands how to see patients every day and the role that they're training to sit for a week with those same like minded folks.

And so when the doctors go to chart after their first new patient consult in the new EMR system, they'll be sitting next to another REI doctor showing them the way, uh, so that it, it's an easier transition and it's not as painful as it would have been otherwise so that we're not trying to self discover every time.

or make people go through the same pain points. We've also, as a network, gotten better at this. So our, our last, our last rollout in Seattle with over 400 employees went spectacularly well, went way better than the first rollout we did, um, with our first clinic. 

[00:29:44] Griffin Jones: You talked about the market forces that are are pushing this need for innovation.

Let's talk a little bit about the workforce forces that are pushing this need for innovation. I was just at the arm conference and one person there's one speaker there said That if we do nothing just based on the productivity of the workforce that's coming in versus the one that we've had, if, if we do absolutely nothing in terms of trying to see more patients, but even just to see the, the number of patients that we have, we'll need 30 percent more people in order to be able to do it based on productivity, or we'll have to see 30 percent less patients do 30 percent less cases.

In order to be able to see the same number of patients, do you agree with that assessment? 

[00:30:33] Beth Zoneraich: I do. And when I look at industry trends and data, we, we do see that it's part of the reason we've started our own embryology school. We are actively, um, considering and looking at rolling out sort of a OBGYN training programs.

We are very active in fellow recruiting, uh, and trying to convince, um, you know, other REIs to come join our network. We, we see very much the need to increase all of our specialized workforce and we spend a lot of time on innovative, creative career pathing for lower level, um, entry level employees into fertility clinics all the way up to navigator positions, um, looking at anyone with a bachelor's of science to increase the number of people entering the embryology field and, and just getting more and more people interested in, in servicing and caring for people wanting to start their families.

It's a pretty easy industry to get passionate and excited about. So that, that makes it easy to recruit people, but we see that as the number one strategic issue facing us is not having enough staff. It it's why the idea of using, uh, technology and integration. is so critical so that you reduce the burden on your staff and perhaps need less of them for that reason, even though there's no question we need more than we have now, but, but just making sure we have enough to fill the gap and that our training and culture and our ability to recruit and, you know, teach people, new people to enter into the fertility workspace is so critical to us.

[00:32:01] Griffin Jones: I think this person's point was that you'd need 30 percent more people just to get the same amount of work done, meaning the number of hours that people are willing to work, meaning the number like what they're just able to do. You know, if, um, the, the, the hustle for lack of a more precise term, uh, the, I would be, uh, this, I want, I put this out to any network listening to any EMR listening.

I would be so interested if, if people were to pull, uh, like five year age cells starting at age 35, because REIs finish fellowship at like 33 or something like that. So maybe like 35 to 40, 40 to 45, et cetera, you know, up until maybe 60 retirement age. Do you think If you were to look at that for if you were to pull all of your areas across all of your clinics, do you think that you would see like a gradual drop off from by by those eight cells?

And maybe we would have to like, uh, curve the data so that we were looking at it. Like when that clinician was, was of a certain age, you know, but, but do you think that you would see the younger docs doing less cycles than the older docs and seeing less patients than the older docs? 

[00:33:18] Beth Zoneraich: You know, I never looked at the data that way, Griffin.

So I don't know. Uh, what, what I would tell you is that I think not just with physicians, but But I, I think folks have grown up watching their parents work really hard and are sort of demanding of their employer a, a reasonable work life balance and, and there, there really should be no reason why fellows graduating from fellowship programs right now should not be able to both a, have personal interests like being a parent and being an active parent and engaged with their child and being able to go to their kid's classroom sometimes or make medical appointments and be home for dinner at a reasonable hour.

And be a really active, busy REI physician. Like, we should not be asking our fellows to choose between those two paths, maybe the way older physicians felt like they had to pick. And we shouldn't having to be asking them to work seven days a week and not take vacation days. We've, we've got to innovate the work.

So that these talented fellows can have both because, you know, people, if we're working this hard and passionate about allowing all of our patients having the right to be a parent, we certainly can't tell our own employees that they shouldn't have the right to be a parent and to be an active parent. I think it's a it's a fair request.

And so a good part of the reason why, you know, at Pinnacle we want some level of standardization and some level of a tech platform is to be able to innovate the work to provide a Physicians and lab staff and nursing staff. Uh, a better work life balance and we're finding, uh, we're finding a lot of success with that.

And if you go back to clinics that sort of went through these transformations with us in 21 and early 22, and you go back and, and speak to the wives and the husbands of the doctors. Um, they will tell you they've taken more vacations and had more free time with family than they had ever had before. And it's because we've innovated the work and I, we want to keep innovating that work so that, so that younger doctors want to join us and they want to join us so that they can practice world class medicine.

And be home for dinner with their, with their kids. 

[00:35:28] Griffin Jones: But technology is necessary in order to do that, right? Because otherwise it is an unreasonable request on their point. In my view, you know, for example, if, if they're saying, well, I want to make 500, 000 a year and I want to work 40 hours a week or less, and I want to be able to take six weeks vacation, and I want to have the four day weekend every month, and I want to be off for, uh, to be able to, to do that.

to pop out for those school events. Uh, and I want equity in the company. Uh, you know, previously you would consider those things like a trade off, like, okay, you can work less and, uh, and then you can go pick your, your kids up from school and take a little bit more vacation. You're going to make less. Um, but what's the saying a luxury one sample becomes a necessity.

And that's that's not unique to our eyes. That's true of every generation that's ever lived is that that generation had this. So we expect that less, um, without a whole lot of regard to the input that might have generated the output that, uh, they now set as the expectation. So the only way that it can become reasonable is if.

They are a lot more efficient using technology. 

[00:36:48] Beth Zoneraich: Yes, and I think sometimes when, when we talk to, you know, new doctors that are coming in, right? They're, they're perhaps protecting themselves as they look up and see someone who's worked seven days a week for 20 years and they don't want to sign up for that.

But I don't sense when I have those conversations that those positions aren't interested in working hard. In fact, they want to work very hard. They just want to be able to work hard and also have a life outside, and it's a fair ask. And so they want to be able to work maybe in their own way, or maybe not always from the office, right?

So could they do consults from home and miss like a really busy, crazy commute in, and or be able to take their kids to school and then be doing telemedicine from somewhere, and then maybe be in the office a little bit later and not spend two hours a day in traffic, or maybe they're not driving between three offices.

Or they're able to be home at a normal time to put their kids to bed and then they sign on to do some labs or to do some other things at night, but they don't have to be back in the office. But, but the ability to, to sort of manage the work so it fits into their lives as opposed, I hear that more than I hear, I just don't want to work.

That's not, tends to be the conversation that I hear these doctors asking about and, and I think I, I truly believe it, it should be the standard we're all setting is, you know, Is an ability to have both. I don't think someone should have to pick between a career in REI and, and a work life balance. I do believe there's a, I do believe there's a middle ground where they are able to have both, but I do believe to get there.

You need some technology and standardization to be able to do the work in a way that other people can help. Um, and that we're automating as much of the sort of paperwork as possible. Um, also for safety mechanisms, if we automate more, we make less mistakes or we have less of a chance of, you know, miscoding a name or something like that.

[00:38:40] Griffin Jones: No, as this technology is necessary to achieve that accommodation. What are the things in the pipeline that you're paying attention to that? Okay, if we're going to get there, it means that we're going to have to automate this. It means that we're going to have to be augmented by this. What are what are those couple things that you one, two, three, Think that in order to get to this where, Hey, you still want to make a lot of money, still want to do, see a lot of patients and do right by them.

You just want to do it way more efficiently. And you want to have this time outside of work. What are those efficiencies that we have to achieve? 

[00:39:15] Beth Zoneraich: So I think a lot of the efficiencies are, we have to get the work. Um, if, if we anticipate patient demand in advance, then in fact, they, they ask less questions.

We waste a lot of time in the fertility world. Where someone calls in and leaves a message, and then when they don't hear back, they send a portal message, and then when they don't hear back, they might call again or talk to somebody, but then you have three people, someone trying to answer the phone call, someone trying to answer the portal message, um, and, and however else they've engaged, trying to get back to that patient, and it leads to a lot of confusion and double work and triple work that we can avoid if we anticipate that patient's questions.

So first, we've got to reduce the work to make it more work. Automated and reasonable and, and, and that we're servicing the patient the first time or in advance, um, because that will then give us less to do. Second, we've got to use technology to be to help us. So if we're all on the same platform and we automate a bunch of things on the front end, or we integrate with front end apps and we collect more information online, and then we synthesize that information in a better way, we can make the work easier if we can.

Even innovate and present physicians with, you know, if they spend a lot of time pulling, you know, follow up consults or trying to get ready for a follow up consult, and they pull things from four different places, even if we can automate the pulling of those things to more easily put the information in front of the physician so they're not doing, you know, the work to go to four places to get it, but they're just making the physician call on what to do.

Those are the types of small innovations on the back end that we're actively working on to try and help physicians, uh, do the work that physicians need to do, but not do the work that they don't value. And, uh, so if you look at the types of things we're doing, we're attending AI conferences. We have three or four tests, uh, small innovations that we're doing with AI right now.

Um, we're integrating with, um, apps for intake that, um, will launch and announce here soon. We've announced partnerships with big genetic carrier, uh, screening, testing, and with PGTA and with, um, long term storage that we can integrate all of that into our patient ecosystem. So we've got a lot, we've got a huge data informatics and data team, and they are really spearheading sort of innovating the work, um, and those are the things that, that keep me busy, you know, many days.

[00:41:31] Griffin Jones: These innovations, be they small or big, they add up and they are an investment. This is a, a topic that I've, uh, that I've gone back and forth with, with, with different CEOs, with different people in different camps. I am not of the camp that private equity is bad because it, it, It's, it's going to squeeze everything out because another recent example of close, different close friend of mine went to a clinic, uh, that is not private equity owned is independently owned.

And it was again, another chaotic disorganized situation. She was very dissatisfied with that experience, went to another, neither of these are pinnacle clinics by the way. And they're also in totally different parts of the country. Um, but, uh, she went to another clinic and Our own by a bigger group was owned by a private equity group, and she felt that that was much more organized and efficient, had much better experience.

And, uh, I know the providers of both of the groups that she went to, and they're both nice people, but I also have a little bit of. Uh, a preview into their operations because, you know, yeah, I could see how that one is run a lot more efficiently. So, I've never bought that criticism of private equity funded groups in medicine that, you know, the, the, just gonna, Tank the standard of care because there are clear examples to the contrary.

Um, one criticism that I do tend to buy more is that the timeline necessary for returning the investment for limited partners and in a private equity model is Can be too much of a barrier for introducing a lot of innovation. Like if you, if you got a three to seven year timeline and you're looking at ROIs like 18 months, and, and so every CEO says, you know, well, we, we always look at the long term and I'm just a bit incredulous about that.

How do you view it? 

[00:43:33] Beth Zoneraich: So innovation comes in, um, in my mind, less than a Big Bang theory and more in small. Little innovations that add up to exponential results. So, you know, uh, There, there's no question that private equity has, has a timeframe for exit, but I don't find that maybe, maybe I'm lucky and I'm with a really, really good group, but I, I find a Pinnacle Fertility to be probably one of the most innovative organizations I've worked with yet.

And we're making really huge strides in progress. And, uh, You know, we do a lot of technology projects and I have a lot of staff in technology, uh, that, that are really focused on this and I found great support from our private equity group and, and encouraging this. I, I think, I think the good private equity firms and, and certainly ours fully understand that profit is a result of amazing patient outcomes and patient experiences.

That it is, you don't go seek out profit, you seek out amazing patient experiences and outcomes and the result of that is a profitable clinic. And, and so we're really focused very heavily on improving the patient experience and improving patient outcomes and investing in science and technology and research to the benefit of the patient.

Um, and again, I'm confident that profit will follow that, but it can't be the goal. 

[00:44:54] Griffin Jones: The conclusion floor is yours. Beth, you can recap anything that you'd like to talk about with regard to efficiencies and innovation, whether it be from a market need or a workforce need, or if there's might be something important that I forgot to ask you, uh, how would you like to conclude?

[00:45:16] Beth Zoneraich: I guess, Griffin, I would just conclude with a big thank you. I think your platform really brings together Some great leaders and thinkers. And I enjoy listening to sort of the trends in the industry and what other groups are doing and what some of the vendors and apps are doing. So, so I appreciate that.

And I appreciate you giving me the chance to come on and, and talk about sort of our view of what's going on in the industry and sort of Pinnacle's way of. of using technology and innovation to, to address some of those. So, so I, I just wanted to say, thank you. 

[00:45:46] Griffin Jones: That's Beth Zoneraich, CEO of Pinnacle Fertility.

I look forward to having you back on. Thank you for coming on the Inside Reproductive Health podcast. 

Sponsor: Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.

Thank you for listening to Inside Reproductive Health.

226 How Did Maven Clinic Become a >$1Billion Company? Featuring Kate Ryder, Founder and CEO, Maven Clinic

Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.


How did Maven turn into a unicorn, a new company with a $1Billion valuation? How did they raise $300M?

Find out with today’s guest, Kate Ryder, Founder & CEO of Maven Clinic, as she reveals the strategies behind Maven’s extraordinary success and how she built a three comma company.

Tune in as Kate takes us behind the scenes of Maven, covering:

  • The secrets to making TTC coaching work within their business model (Even though its failed in so many others)

  • The formation and impact of Maven Managed Benefit (Their carve-out admin program)

  • Her vision for the future of managed care in fertility (And how traditional insurance may adapt)

  • Lessons learned from her time in venture capital that shaped her entrepreneurial journey

  • Her approach to hiring experts and building top-tier leadership


Transcript

[00:00:00] Kate Ryder: They know that, you know, we're very transparent in how we price and how we charge. And so they know that really that we charge on kind of the member experience, the clinical care management. And we, and as a result, you know, it's, it's not just kind of better clinical outcomes, better member experience, but it's a new business model that's more value based in an industry that was tipping very heavily into be for service, which is, you know, a bunch of models that.

Maybe make more money when more people go through IVF, which can lead to unnecessary cycles. And so, so that's something I think that also we challenged about the status quo and, and the market responded well. 

[00:00:41] Kevin Ali: Hi, I'm Kevin Ali, CEO of Organon, and at Organon, we're committed to engaging with leaders across reproductive medicine.

So I'm excited to introduce today's guest, Kate Ryder, founder and CEO of Maven Clinic. As the driving force behind the largest virtual clinic for women's and family health, Kate has revolutionized access to care across fertility, maternity, pediatrics, and menopause. 

[00:01:10] Sponsor: This episode was brought to you by Organon.

Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today's advertiser helped make the production and delivery of this episode possible, but the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the advertiser.

The advertiser does not have editorial control over the content of this episode, nor does the advertiser sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the advertiser,

[00:02:07] Griffin Jones: I go into some of Kate's background to help explain how Maven got to where they are. I jump around a bit in terms of timeline because it's such a large venture. It takes. Different angles to understand how it all came together. You know, like I say, in every episode with every company, I don't know how well they are run or what the market will decide about them in the long run.

So just try to ask questions and let my curiosity fascinate me. And hopefully they answered some of the questions that you were wondering about. Like what's this new TTC coaching that Maven offers? How is that different from other offerings in their fertility trend? Why are they able to make that work in their business model when other business models doing TTC coaching failed?

How did their carve out administration program Maven Manage Benefit form? How does Maven work with fertility clinics like yours? in their Maven performance network. How does Maven work with the traditional insurance companies? What does Kate think the traditional insurance companies will do as the fertility field and managed care in the fertility field really begins to expand?

What lessons did she learn as a venture capitalist before she herself became the entrepreneur? And what's her approach to hiring experts to join her leadership team of a company that's now valued over a billion dollars? Enjoy all this and more in my discussion with Kate Ryder. Ms. Ryder, Kate, welcome to the Inside Reproductive Health podcast.

[00:03:22] Kate Ryder: Thank you so much for having me. 

[00:03:23] Griffin Jones: I look forward to getting to know you some more. I look forward to getting to know Maven a little bit more. First, we have some very hard, we have a very hard hitting question that must go on the record, I'm told. When you reach for a bagel, do you reach for the top? 

[00:03:41] Kate Ryder: I typically reach for the top.

[00:03:45] Griffin Jones: So this is a Maven cultural question, I'm told. 

[00:03:48] Kate Ryder: It is. 

[00:03:49] Griffin Jones: But my problem with it, Kate, is why would somebody just go for the top or the bottom? If I'm going for a bagel, I'm, it has to be top and bottom. 

[00:03:59] Kate Ryder: Well, I, I think that, you know, our founding CTO was Zach Zaro of Zaro's Bagels. So this tradition started when he would bring bagels every Friday morning when we were like a small team of 10 people.

And we asked everybody this and I, it's just, people have such strong opinions. Do you eat the whole bagel? Do you eat the kind of, you know, the very bready top? Do you eat the bottom? And so I think it really reveals, reveals a lot. And you still ask the question. We do. Every time we have a board member or somebody kind of coming to an All Maven meeting, we always ask the question.

[00:04:33] Griffin Jones: I like it. I want to talk more about some of the new services that Maven has added in your fertility division, but I think that I might need to paint a little bit more context for the audience because Maven. And then there's other people in my audience that know very little about you all, that it's a name that they've heard.

You've made some big splashes in the tech. and finance newspapers, and there are parts of the sector that I think do a lot of work with Maven and I think there are other parts of the sector that still haven't interacted with you all much. And so, you know, my 60 second explanation to someone would be It started off as a women's and family health services platform, uh, digital clinical services, starting off direct to patient, has expanded to work with clinics in different verticals, has expanded to work with different, now with employers and, and being a benefits provider for employers.

What am I missing or how, what is your elevator? What's the better elevator speech of, of Boone Maven as? 

[00:05:38] Kate Ryder: So Maven’s a virtual clinic for women and families, and what we do is we cover everything from preconception and fertility care, through pregnancy, pediatrics, and menopause. You know, clients, we work with 2, 000 clients today around the world and across 175 countries.

And I think really where clients love working with us is we can be their front door to women's and family health. And so we see a lot of clients really leaned in both on the fertility side for the Benefits Administration as well as the maternity side because, you know, we drive outcomes in that segment.

[00:06:14] Griffin Jones: When you're saying clients in this regard, you're talking about patients? 

[00:06:17] Kate Ryder: No, we're talking about 2, 000 employers and health plans. 

[00:06:21] Griffin Jones: Okay, so clients on that side and then do you call, in clinics are they also called clients or do you just refer to them as clinics? 

[00:06:28] Kate Ryder: Yeah, our Maven performance network. So we work with, you know, hundreds in our Maven performance network, and that's really the contracted network through which we administer the fertility benefit and send our patients when we're administering a benefit for an employer.

[00:06:45] Griffin Jones: I want to go back more into your history. MAVEN, but first we'll start with perhaps what's more recent is adding on some trying to conceive poaching. But you already have a trying to conceive track or a fertility track, so how is this different from those other offerings in the fertility track, like your partnership with the Cleveland Clinic and, you know, there's And other things.

So what's new about this TTC coaching? 

[00:07:13] Kate Ryder: Sure. So it's something we're really excited about because everyone teaches you how not to have a baby. Most people do, at least. But almost none of us learn how to conceive. And then by the time, you know, people are ready to conceive, There's no clear place to turn and I think so if you think about a fertility product there's the administration component and that's that's kind of what a lot of people associate with a benefits product right you you say oh okay I can go to one of these clinics and my my employer or my health plan is going to pay for me and And I'm going to get my drugs shipped through this benefit and I'm going to get all my bills here.

But I think the other big thing is that if you think about the fertility patient, a lot of them, you know, don't yet know what pathway is right for them because of this lack of education that, that I kind of just mentioned. And so really are this trying to conceive coaching product is designed to help every member.

Get the full picture of fertility before they choose their pathway and then get the right pathway for them. And so what that may look like is someone could come in, maybe they're kind of really nervous about their reproductive health based on a TikTok video or things they've heard from their friends and, you know, they realize they have these benefits.

And so instead of just going straight to IVF, you know, they'll be able to talk to a Maven coach who can kind of take a larger step back and say, What are your goals? What's your health history? You know, maybe you don't need IVF. Maybe you need thyroid medication. Maybe you just need to adjust your diet or maybe you need to use ovulation strips.

So there's so many things that people can do to get pregnant naturally that, you know, oftentimes when people are entering that fertility journey, no one is being taught that. It's either you get pregnant naturally and you have no questions or, oh my gosh, do I need IVF? And so what we're trying to do is build that gray space in between.

[00:08:55] Griffin Jones: So is the TTC coaching funneling people to different types of diagnostics in tests? So how does it start? Like, how does a patient go through it? 

[00:09:04] Kate Ryder: Sure. So somebody kind of comes onto the Maven platform, they fill out an assessment, they fill out, you know, a little bit about their medical background, what their goals are, and then they talk to a conception coach.

And so the conception coach is going to assess, okay, do you need, should you go for a full workup? And, you know, do you need some testing? Or Are there just basic things that maybe you could try, like using ovulation strips, you know, that incredibly, it's a very easy thing. And a lot of people miss that step.

And so it's really kind of then becomes a one to one relationship between the conception coach and the member versus this kind of one size fits all model. And so the conception coach will work with the member to figure out what's the best for, for them. And, you know, it could be immediately that they go into IVF.

Because that is the right pathway for them. It could be, you know, get a bunch of tests and, and, and then adjust a few things. It could be trying medication and the conception coach connects them with one of our fertility doctors, reproductive endocrinologist. So there's so many different pathways and that's what we're trying to really drive, which is this kind of very personalized model of care.

[00:10:10] Griffin Jones: And if they do go to IVF to one of those fertility doctors that you connect with them, is that's the, What did you call it? Partnership of Excellence? What was it? The network? Oh, I'm David Performance Network. 

[00:10:20] Kate Ryder: Yes. 

[00:10:21] Griffin Jones: David Performance Network. 

[00:10:23] Kate Ryder: Yeah. It's a closed network of all the best clinics that we work with to send our patients to.

[00:10:28] Griffin Jones: How many fertility clinics are involved in that network now? 

[00:10:33] Kate Ryder: So over 400. It's always growing based on client need or certain geographies, but it's, it's US focused. We have a closed network in the US and an open network globally. 

[00:10:45] Griffin Jones: And so, for those folks that, that are, that are moving through that, that pathway, do you stay, can, do they stay connected with their MAVEN coach, the, throughout that process once they move to the fertility clinic?

[00:11:00] Kate Ryder: Exactly. So, you know, going through an IVF cycle, of course, they'll be working really closely with their doctor, but there's so many questions and so many things that happen, you know, outside the four walls of a clinic, and I think there's also things that, you know, this is, of course, both an art and a science, and so there's lots of questions that patients may have, you know, as they're going through things, maybe they didn't have a So, um, you know, when a patient is, you know, in a successful first cycle, you know, maybe they're hearing conflicting things from, you know, different doctors.

And so, and so our conception coaches are just there to kind of be that quarterback. And when they're actually going, you know, to a clinic to, to be able to connect them as well to, you know, other types of specialists who could be supportive. So, fertility nurses, you know, fertility awareness educators, dietitians, mental health, that, you know, all of these types of providers that support around the experience.

[00:11:50] Griffin Jones: This model of conception coaching prior to needing treatment, in many cases even prior to diagnostic, I think is really needed in the marketplace. I've seen other people attempt it, and I think I've seen other people even provide value. That's the patients that we're using really liked it, and sometimes I would see clinics getting referrals from those platforms.

I remember looking at a couple clinics referrals and seeing sometimes 5 percent of their patients would come from some of these platforms. But they couldn't make it work on a business model for whatever reason. Either it wasn't It wasn't something that the patient was going to pay for, it was something that the clinic might have fought them on an attribution.

The clinic didn't want to pay for it. And I saw this thing, it's like, okay, people are benefiting from this, but for whatever reason, product market fit, it isn't working. What do you think it is about the way Maven is set up that will allow this to work from a business standpoint? 

[00:12:49] Kate Ryder: Yeah, no, it's a great question.

We, you know, it's, it's part of our benefits administration product. So it's not a standalone feature, but it's, it's, it's, it's a really critical component that drives the, the clinical outcomes of an otherwise, you know, administration heavy product. And so we kind of, MMB, Maven Managed Benefit is what we call it.

And we call it kind of a next generation Benadmit fertility benefit because you have the, the design components, that you work with the client with, which is the clinic, you know, the clinic network design. We have the contracted rates with the clinics, you know, the, the, all of the, you know, administration that goes on behind the scenes when you're implementing a benefit.

But what was missing when it was just a payer doing this was, well, let's make sure though that the patient's And so, really, it's that combination of care and coverage that is so unique to Maven and ensures that, you know, this is a business model. Not only that's going to work, but it's, it's actually, you know, really, really outcomes focused, which is unique for, I think, the industry.

[00:13:57] Griffin Jones: So the TTC poaching, that's just for those that have the Maven Managed Benefit? 

[00:14:03] Kate Ryder: Exactly. I mean, that's the, it's wrapped around our, our management, our Maven Managed Benefit. Some, some clients, to be honest, if they, if they do administration through their health plan, they can still kind of bring this on as a wraparound.

So, you know, it still can be a standalone product, but, but mostly we see clients really excited about the integration with the coverage. 

[00:14:25] Griffin Jones: This might be a dumb question, but that's never stopped me from asking questions like that in the past. Are those that have maybe managed benefit, are they only those that get it through their employer?

Can freelancers and self employed people also get it, or is it almost always through employers that are typically, you know, similarly structured, you know, that, that get insurance by the, the normal laws of Affordable Care Act, et cetera? 

[00:14:53] Kate Ryder: Yeah, at this point, it's only through your employer. 

[00:14:56] Griffin Jones: This seems like it was important to add.

Did you see it, like, first as a Is there a benefit necessary for the patient or was it necessary for the, the employers because it's like, well, we have, we have all of these people and, and we might be paying for people that to go through IVF that don't really need it. How did the, what was the impetus behind it?

[00:15:22] Kate Ryder: Yeah, so I think the main impetus was, was that it was this, the patient journey, right? It was the patient experience. So many people just not knowing what to do. And it was our fertility doctors actually saying, I'm seeing all these, these patients and they come in and they don't need IVF, but they're either.

So anxious, they are misinformed and they're now thinking, oh, they have, you know, they took an AMH test and their AMH is low and, you know, that's just one input into someone's fertility profile. And, and therefore, you know, they're asking you to go directly to IVF because they have three cycles or, you know, and they have rich fertility benefits and they're, and they're, and they don't even need to, there are so many other things that they can be doing.

And so, I mean, it was. It was both a combination of the patients and the providers themselves. I know, you know, one of our medical directors, Brian Levine, and, you know, and, and Yael, who, you know, Salem, who's another medical director. And, you know, we were, we were definitely hearing some stories from them too, as well as just some of the fertility doctors who work at the clinics in our network.

And so we went on this listening tour of both the patient side and the provider side to understand like, all What's needed here? Because it feels like there's a major gap, and particularly as Gen Z and Millennials increasingly, and particularly Gen Z, is getting so much of their health information from TikTok, social media, there's, there's just, there was just a lot that kind of needed to be unpacked.

And, and, you know, they're getting all of the, all of these kind of scary stories of infertility that may or may not apply to them. And then they were kind of leaping to conclusions like, well, I need to go freeze my eggs now, or I need to go into IVF. And so this is where we really wanted to make sure we were taking a larger step back when someone was ready to, you know, start their family building journey to say, okay, let's just really give them that personalized support and that That evidence based support with a conception coach as the quarterback, but then also connected to the larger Maven network of fertility nurses, of doctors, of mental health providers to say, okay, let's figure out what's right for you.

And then we design your benefit or we work with the payer who designed your benefit. So we can actually then help you navigate what comes next if it is IVF that's needed. 

[00:17:37] Griffin Jones: Yeah, the younger the patient, typically the more nurturing they need in the process, right? I remember when started off in the field and people would say, you know, patients that come to us from scheduling an online form are more likely to cancel than someone referred by a doctor or someone that, you know, we've spoken to and has come in previously.

And I'd said, well, yes. But it's going to be more of that. You're going to have less people either coming through their OBGYN or less people calling you on the phone, more people that want to kick the tire in some way. And so for a long time, that's been really inefficient because it's not like we have a really good CRM that links to people's EMRs.

And even if you did, there's still a lot of nurturing that has to take place in, in that process. And I can see how you being spread out across the different verticals allows you to do that. Where does the virtual care end and the moving on to the performance network partner begin? 

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[00:19:26] Kate Ryder: So, well, the virtual care never ends. We're always kind of in someone's pocket, which is really cool about Maven, but Really it's, you know, if, if they're working with a coach, let's say they're on some plan with the coach and you know, they, they decide six months is the right time that if they try for six months based on adjustments, based on ovulation tracking, based on whatever they need, if they're not pregnant, maybe that's the right time.

Maybe it's three months depending on their age. So again, there's no like one, you know, this is the pathway everyone follows because it is so unique to each patient. And. You know, I, I think, you know, for example, we have a patient who has PCOS, was told, oh, you're going to need IVF, you're not going to get pregnant naturally.

She worked with our, our care team and a coach, you know, for three months, got pregnant naturally. So, you know, her pathway ended at a natural pregnancy. We have another. patient who actually came to speak to our, our growth team a few months ago for, for a growth kickoff event. And she was talking about how she went to this one clinic and, and, and the, and the doctor, you know, did a few cycles.

It wasn't working. They said that, you know, she had unexplained infertility. She was 35. So not, you know, of an age where, you know, it shouldn't work. She had already had a kid at home. And so then she worked with someone on Maven and it was just like, well, maybe you should just try another clinic, you know, so that was an example where it was just going into it with a different doctor and that different doctor kind of said, hey, I think based on the protocols here, you are over medicated on your cycle with this clinic, let's try this new protocol and then sure enough, really successful retrieval, got five embryos, and two of them are her children today.

So, I think that, I think, you know, those are some examples where, again, it's, it's not a one size fits all, unlike, you know, pregnancy, where it's, it's just, it's a much more straightforward population, you know, every month you're gestating a baby. You have a specific profile, you're on a specific risk track.

Fertility, again, it's, it's, it's just, you know, there's ups, there's downs, there's, there's things you can do and everything works out. There's things, you know, you're, you really do need the IVF, but then you need the right clinic. So there's a lot of considerations that go into supporting our patients to get the baby that they need.

[00:21:43] Griffin Jones: Do they do testing when they're with the MAVEN care team prior to being referred to a performance network partner? Like, do you send them out for AMH or FSH testing or anything like that prior to sending them to a clinic? 

[00:21:58] Kate Ryder: Yeah, so we have some partners who we can send them AMH tests and we can, but we also will say, Oh, maybe you should go into one of our clinics and, and, you know, get an entire workup and then they'll, they'll, that clinic is already in our network.

So, you know, we'll then discuss the results of that together. So it really depends again on the patient. Some of them, particularly. The ones that are older who, you know, there's not a ton of time and age related fertility decline, you know, is, is a, is a very real thing that they could be experiencing. You know, that's when you want to kind of do things quickly, you know, for patients that are much younger that are still kind of just figuring it out.

You know, those are the ones that, you know, they might get our, we have an ovulation strips partner as well. They might try that. They might take an AMH test, kind of, you know, discuss, discuss all the results and, and there's a little bit more time, if that makes sense. 

[00:22:46] Griffin Jones: How did you build vertical after vertical?

And, and I'm really curious about this because going back earlier in your career, you were a journalist, which I find to be interesting as somebody who is building a trade media company and who acquires journalists. I think Did one of my journalists ever go build something like this? Yeah. It's pretty unique.

You wrote for the, the Wall Street Journal among some other publications and so I guess maybe to, to see how you, you added one vertical after the other. We have to, we have to start from the beginning. So 2014 begins Maven as this virtual family and women's health platform. What were the first offerings?

[00:23:25] Kate Ryder: The first offering was the, the telemedicine, right? So we started, we knew we were going to be a benefit. I had been very lucky to work in venture capital for the two years between being a journalist and starting Maven. So I had observed a bunch of digital health companies start, try to go consumer and realize that the better market.

was employers. So, so we were headed there, but we knew to have the real consumer DNA of product that we needed to cut our teeth and get that momentum early on from consumers. And we still have, by the way, that product today on the market, just because, you know, our mission is access. So if someone wants to download Maven and pay a little bit of money, you know, out of pocket for an appointment, they can.

So that was where we started. And then our first benefit that that we delivered to employers was a maternity benefit. So at the time this was 2015, 2016, it was really, you know, people just had these nine month phone lines through their health plans where, you know, you could talk to a nurse. The utilization was super low.

And so we brought in postpartum care and return to work support as part of a more holistic offering. And we packaged that up and that was kind of, you know, product number one on our benefits platform. And then fertility, I mean, you know, of course, not surprisingly, you know, and the WHO just said it was one out of six couples suffer from infertility.

So even in our first hundred patients, we started getting demand for fertility services. So we launched this kind of just fertility support wraparound product that had all the access to our specialists in 20, So it was pretty early in our, in our journey. It was very kind of maternity fertility back to back.

And then we expanded into benefits administration late 2019, early 2020 after demand from some of our clients saying, Hey, we'd love to just consolidate all women's and family benefits through, you know, one platform and it should be you. So can you build us this? And so we built. A light touch reimbursement platform called Maven Wallet.

And that was really for smaller clients. And it was also, you know, not just for fertility services, but if someone wanted to reimburse for doulas or backup child care, which was popular during the pandemic, you know, they could use that reimbursement platform for whatever they wanted. A lot of the, you know, sub medical spend.

And then, you know, again, we just kept hearing from clients and members, you know, they, they wanted full soup to nuts, you know, Administration and everything consolidated on one platform. You know, in the meantime, we had launched pediatrics, menopause, and so that's really what led to Maven Manage Benefit, which is our full, you know, fertility carve out platform that we launched, that we built last year and launched earlier this year.

[00:26:07] Griffin Jones: Benefits administration started in 2019, 2020 with this light touch reimbursement. All the even wallets. And you mentioned that some of your clients had brought this up to you. They wanted the N10 solution. Why, why you though? There were, there were some other people in the marketplace and yeah, but also there is the usual suspects of the traditional insurance companies and I suppose some others as well.

Why was it that they were approaching you to do this? 

[00:26:39] Kate Ryder: Yeah, I think two, two reasons. One, we're pretty obsessed with the member. I've had three babies myself on Maven and, you know, we're, we're a real technology company in that regard. So we have tons of engineers and we're constantly kind of following the member and building what he or she does.

And so, we're able to show that through engagement data. It's why, you know, all four National Health Plans also partner with us because, you know, the data that we're showing on the engagement side and the member satisfaction side is strong. And also, I think, unique, like, for example, we have pelvic floor specialists as part of our maternal maternity track.

You know, that's because That women need that. And there's not necessarily kind of like, wow, this, you know, people weren't ringing the bell with that, or at least the buyers weren't, but we knew the members loved that. And we were, you know, we've had those types of providers in our network since 2016. So just being really thoughtful about what members need and where the gaps in the care model are.

And then the second thing is, is the clinical side. So We're, we've always been very focused on clinical outcomes because the way to really partner with the system and ultimately help the patient is, you know, take one of these, this highest cost area of healthcare, which is the kind of fertility and maternity journey and, and drive real outcomes.

So when a lot of our clients and, and our payer, payer partners as well, started to see a lot of our maternity outcomes validated by claims and by third parties, you know, the fact that. We were reducing spend associated with NICU. We were reducing rates of C section and, and well driving, you know, a better and more engaged member experience.

I think it was, you know, and serving the menopause market in a thoughtful way and serving the pediatrics and parenting market in a thoughtful way. You know, we just earned the trust of our partners so that they were like, you know, we want, we want you to really kind of tackle what we're seeing in fertility.

right now at this moment in time, which is, you know, the system's still not totally working for members. The costs are going up every single year. And, and, and so, you know, and the industry is just changing a lot. Like you can't keep up. So can you, you know, is there, can you do something? 

[00:28:47] Griffin Jones: And so members is patients.

[00:28:48] Kate Ryder: Yeah, members is patients. 

[00:28:51] Griffin Jones: Making sure that I'm keeping all my, all my definitions. 

[00:28:54] Kate Ryder: I know to our clinical team, they're patients, to our product team, they're members, but yes, member patients. 

[00:29:00] Griffin Jones: Well, I'm, I'm probably also offending your training as an English major because I'm jumping all over the place and not starting with one thesis, but Maven is an entity.

I think you have to break the elephant from different parts in order to be able to understand it. And so I, I want to go back to what sort of the value thesis that you started with because as you're talking about, you know, sometimes we connect people with a pelvic floor specialist because that's what they need.

And so I originally may have been starting because partly because you have members, patients that have so many different needs and they're often left to their own devices to be able to find all of the different providers and such that they need. So tell me a little bit more about why this isn't just.

Answered by going to an existing health system, wherever it might be, and I go to one specialist, and she or he refers me to another, and then she or he refers me to another, and I'm all in the same network. Why isn't that it? Why isn't that the case? 

[00:30:00] Kate Ryder: Well, I think maybe what, yeah, what you're, what you're kind of getting at is like, why, why do people want something new if like, it's people are kind of doing this already and, you know, referring specialists and whatnot.

But I think the other way to think about it is that we, we have a really unique business model where we are. are incentivized to do what's right by the patient and, and put them on the right pathway, regardless of, you know, whether they go through IVF or not. And so we don't, we don't, with our clinic network, we don't take markups from clinics.

So we're very agnostic. If somebody goes through a cycle versus goes through kind of a natural conception pathway. And so I think that is another, another thing that from the payer and the clients they really like because they know that there's not gonna be hidden fees and hidden markups across drugs spend across cycles.

They know that. You know, we're very transparent in how we price and how we charge. And so they know that really we charge on kind of the member experience, the clinical care management, and we, and as a result, you know, it's, it's not just kind of better clinical outcomes, better member experience, but it's a new business model that's more value based in an industry that was tipping very heavily into B for Service, which is, you know, a bunch of models that, Maybe make more money when more people go through IVF, which can lead to unnecessary cycles.

And so, so that's something I think that also we challenged about the status quo, and, and the market responded well. 

[00:31:34] Griffin Jones: Is it not enough, like I live in Rochester, New York, for example, and it seems like University of Rochester Medical Center owns everything. They, they own the system my wife works for, they own, uh, the primary care provider that I go to, I went and saw an ENT, they own that.

So is it not the case that, that someone can just find all of the specialists that they need in, in one place through a, through a health system? Because it seems like in addition to the employer side that may even also helps with this, this need to, to connect people to the different solutions that they need.

Why isn't that the case in a place like where I live, where it seems like a group owns every, you know, a, a clinic in every specialty that there is? 

[00:32:15] Kate Ryder: Yeah, so I would say what's, what would be unique about that, as obviously it's, you're probably part of an academic medical center, right? And it's, it's one system.

And so I don't know the specifics of the Rochester market. I would assume, are there more, is there more than one fertility clinic in Rochester to go to? 

[00:32:33] Griffin Jones: I think there might be one other lab. There's one lab within the academic system, and then there, there's at least two other offices, but I don't know if those two other offices have labs here in Rochester.

[00:32:47] Kate Ryder: Got it. Okay, well then, I mean, I think in that, in that sense, In that system, patients are going to want second opinions. They're going to want to better understand things. If you're in kind of a one provider system, there's lots of pros in that it's more transparent, it's probably more seamless on the administration side, it's less confusing, but then You know, a member or patient, you know, they might want to have second opinion, something might not be working for them.

And so Maven's network on the telemedicine side is able to give them that, which I think is really important. 

[00:33:23] Griffin Jones: How does Maven interact with the traditional insurance companies, if at all? 

[00:33:29] Kate Ryder: Well, we're partners with all of them, right? Aetna, Cigna, Anthem, United. So we, for Maven Manage Benefit, we would, we always would need to be checking whether, you know, where someone is against their deductible.

So we, so we are integrated with them in that regard. If someone, you know, wants to buy components of our platform and various products, oftentimes they can actually buy them through the health plan because we are partners. So if they wanted to buy Even Maven Managed Benefit is available through some health plans, but if they wanted to buy the maternity product, pediatrics, menopause, our global product, you know, they, they can do that.

So a lot of clients, particularly some of the smaller ones, really like to do that. It's easier from a contracting standpoint, from a security standpoint, you know, it's just one addendum. So, so yeah, so we'll, we'll see a lot of, a lot of people kind of, you know, take that option given the, the partnerships.

[00:34:23] Griffin Jones: I'm going to ask you to speculate, so I know that you're just totally speculating, but for me, from someone that doesn't really know the insurance space well, I just see these large companies like Aetna, United, Blue Cross, etc. losing a potential segment of their business, and maybe it's just too small for them, and that's why the Mavens and the Carrots and the Progenies and the Kindbodies have filled into some of that space, but if David Sable's right, and we do get to be a 200 billion dollar industry in the next decade or so.

Do you think that they will come back? Do you see the Uniteds and the Blue Crosses and the Aetnas, etc., coming back for the fertility benefits that they're not currently getting? We providing? 

[00:35:07] Kate Ryder: Listen, I, I think it's a, it's a great question. We, what we see at least, uh, and from our, from our plan partners is that they, they also follow what the client's asking for and what the member's asking for.

So. You know, we've, there have been so many gaps in women's and family health that it's, there's a lot for the payer to kind of catch up on while they also have all these other priorities that they're working on. So for example, when menopause came up, like no one had a menopause product built out. And with smaller companies like Maven, we can, we can build that product.

faster, we can figure out very quickly, because we're a technology company, we can A B test and figure out very quickly what the member is looking for, how to drive that engagement, how to make the member happy, get them symptom relief, how to make the client happy, get their people supported. And so, so that was an example of, you know, it's not necessarily an example of, you know, fertility, but it's an example of this whole category being so underserved that that's kind of what we do in our specialty.

And so, you know, as we've continued to deepen our partnerships with the health plans, I think there, it really does kind of work on both sides because they come to us and they say, Oh, we have our clients asking for, for this. And, you know, right, right now, for example, doulas, doulas is huge in the market right now.

Everyone wants a doula benefit. Well, we do that. We can do that for our partners. And so. We also help our, our plan partners really be able to provide their clients robust benefits. So whereas maybe there might've been some duplication like on the maternity product, for instance, because, I mean, that product's been in the market for eight years because we were able to demonstrate cost savings and, and member satisfaction, then, you know, Some of the plans and hopefully all of the plans one day, we're able to say, okay, you know what, like this is, you take it, you are our partner for so many other areas of this and you're demonstrating real, you know, validated outcomes and so we're fine you taking it because it is, to your point, it's just a tiny little sliver of a service that they provide and they do at the end of the day, like they also are a client service business, just like we are.

You know, we are. And so, so anyway, so I, I think when it comes to fertility, it just depends, you know, fertility is not a standalone. I think what we're really going to see is fertility is part of a broader women's and family health strategy. And so really it's, you know, you have to, you can't just do fertility.

You have to kind of do it all. 

[00:37:37] Griffin Jones: I was not planning on asking you this, but I just thought of it as you were saying that I've had more geneticists on the show recently, and they are starting to convince me that reproductive medicine and genetics will, are, you know, they're, are no longer going to be siloed in the future, that those two fields of medicine are going to be much more integrated than they are now.

How do you view that? 

[00:37:59] Kate Ryder: Thank you. I would tend to agree with that. I think there, I know there's a lot of discomfort right now a little bit because it's so new and people are wondering are we entering a Gattaca type world, um, but when the technology is there and if you can kind of prove safety and efficacy and ultimately give patients choice, I think that, you know, People will be more comfortable with it over time.

Now, you know, I don't know how people are going to feel about actually manipulate, like, genomics and manipulating, you know, certain traits and attributes. Like, I think that's, is that Gattaca 2? I haven't seen Gattaca in a while, but it's like Is there a Gattaca 2? But, but certainly I think There is increasing, like we're already doing it, right?

If someone has the BRCA gene and they don't want to pass that gene and trade on to their children, like what a, what an amazing thing that they can, they can do. And so I think more and more people are getting comfortable with that. So I think as more and more, there's more and more patient stories and, and it will become more, more mainstream.

[00:39:05] Griffin Jones: You think genetic counseling is an offering that you all might one day offer? 

[00:39:10] Kate Ryder: We do offer genetic counseling. 

[00:39:12] Griffin Jones: So how does that work with the, uh, with the, with the Maven managed benefit, well, I should say with the TTC coaching? 

[00:39:20] Kate Ryder: So part of the TTC coaching is, you know, you have your conception coach who's the quarterback, but then you have this broader Maven virtual care network that you can help your patients get their questions answered from.

So we have over 30 different types of coaches. of specialists in that network. And I met one time, someone was like, there's no way you have 30 different types of specialists. I was like, Oh, I can list that because there are so many, you know, whether it's a surrogacy coach or an egg, you know, an egg donor consultant, well, genetic counselor is one of them.

And so again, like, whether it's for fertility or maternity, quite frankly, because if you have a baby and you might, and, and, and there's, You know, they come and there's, there's some genetic anomaly that they're born with. Like you actually do want to have a genetic counselor who's talking with you in conjunction with maybe some of the other specialty doctors to understand what your options are.

And so, so yeah, so we have a few great genetic counselors through Maven that as patients kind of raise their hand and say, this is what I'm looking for, our, our coaches or our care advocates can, can link them up. 

[00:40:23] Griffin Jones: I've come as a, as a small business owner to be just so impressed by people who build much larger enterprises than my own.

Because I know even building a small business, like, man, this is tough, like there's so much to learn. Drinking from a damn fire hose so often and, uh, you know, learning how much you have to learn of a given thing and you, and there's so many different things that touch your business. You started originally as a journalist in business journalism, then you became a venture capitalist.

Were you, from the beginning of your career, were you viewing those as steps to get to Entrepreneurial executive leadership, or did you, just like everybody else, kind of go to college, maybe think of just like one step ahead of you, and then that one step led you to see more? Which better describes your career trajectory?

[00:41:20] Kate Ryder: Well, I grew up with a dad who was an entrepreneur and my aunt was also an entrepreneur and my mom would help both her, her sister and my dad. So I grew up in a very entrepreneurial family. I've always been pretty, pretty focused and disciplined, but it wasn't necessarily for entrepreneurship. In the very beginning of my career, I wanted to be the Next female Hemingway.

And so I moved to Spain for two years, right after I graduated college. 

[00:41:47] Griffin Jones: And I woke up at six, 

[00:41:50] Kate Ryder: I did go to quite a few and was shocked to see that one of the dishes served in the bars next to a bull rig was like bull testicles. That is a delicacy in Spain, particularly New York. You got to get steered somehow.

I tried it once anyways, but, and so I woke up every morning at six and taught myself. How to write. And it wrote a terrible, terrible piece of fiction during that time. I thought, hey, you know, I think maybe I love to write, but I, I then, you know, was a journalist and pursued a lot of, a lot of journalism for a bit.

And, Really when that industry started changing a lot with the internet, you know, the, a lot of local papers were folding, a lot of things were going digital, a lot of, you know, the ad models suddenly, you know, didn't make as much sense and business models were kind of up in the air. That was when I really kind of thought, okay, maybe, maybe I don't want to sign up for this industry long term.

One of my mentors also was like, you should jump ship now while you're so young in journalism. And so that was, I tried to start my first business off the back of one of the stories that I had written for The Economist out in Southeast Asia. And that moment, it was nothing to do with healthcare, it was a travel business, but that moment, I, it felt really good.

And that was when, you know, my, my father jumped in and said, you'd be a good entrepreneur, but don't, go learn on someone else's dime first. And so then I, that was where I, I did the two years in venture capital and kind of, you know, it was all timing, right? I fell backwards into covering digital health.

And then it was also right around the time that my best, first friends were having kids. I knew I was going to have kids very soon. I started my journey with a miscarriage, which was very unexpected. And so that, you know, MAVEN was really kind of came from that time. 

[00:43:35] Griffin Jones: Learning off of someone else's time and under their tutelage, I think is such valuable advice that I did not take that I wish I did.

And when I think of Doing things differently in hindsight. When I think of going and learning under someone else, I often think of going to the operator and trying to get as much access to them. And so, like, you could have gone and been the chief of staff for some CEO somewhere or, or, or someone to be.

You decided venture cap. You tried. 

[00:44:03] Kate Ryder: I tried. I got rejected for all those jobs. 

[00:44:06] Griffin Jones: Because they wanted more experience? 

[00:44:08] Kate Ryder: Yeah, I was living in London, it was the time of the first Eurozone crisis, and you know in America, it's, it's, it's more normal for people to jump around between careers, but it's not as common in Europe.

So I, I applied for over a hundred jobs at Google and all these small companies, like I'll do whatever, and it was actually, I got very lucky that the only job I got was at this venture capital firm. 

[00:44:34] Griffin Jones: So, it was on your radar to go work for an operator, it just didn't pan out. Oh, very much. 

[00:44:38] Kate Ryder: I tried. 

[00:44:40] Griffin Jones: If you could do it again and you had the ability, do you think you would have been able to see more as working under an operator?

Or did working for a venture capitalist give you more of a view? If we're sticking to that same time frame of you've got two years and no more. 

[00:44:56] Kate Ryder: I would say that I would choose the Venture Capital mainly because I, I made tons of operate operational stakes that I had never hired anyone before starting Maven.

So it would have been amazing to get some of that experience, but fundamentally, you know, as a, as a founder, like your job is to make sure everyone gets paid every two weeks. And so I take that job really seriously. And, and so, you know, maybe one could argue that. I had to learn on the dime of the VCs who funded me in the early days, but I'm a fast learner, so , so you know that, and they's still around, right?

[00:45:32] Griffin Jones: They'll, idea is they're gonna make it back . 

[00:45:36] Kate Ryder: But yes, I, I think it was helpful to learn how to raise capital under, you know, build that network. That was where our friends and family around came from in the early days. So, so that was, I, I would, I would choose that. I think I got very lucky to get that job in bc.

[00:45:51] Griffin Jones: You got that experience with the financiers. Did it also give you experience with different operators? Like, could you, did you interact with their portfolio clients and you could like get to know some of those founders and see what they were doing? 

[00:46:03] Kate Ryder: Yeah, exactly. I got to attend board meetings as an observer.

It was at a time where the, it wasn't as, you know, the index venture is the fund now, you know, they're a big mega firm, but back in the day, you know, it's It was more, you could walk into any meeting you wanted on a Monday and watch any company pitch. And then I got to know a lot of entrepreneurs as well through that, through that time.

Some of them invested in Maven and became angel investors and mentors. So, so that was also very helpful. 

[00:46:33] Griffin Jones: I know you can't give too many details probably, but as specifically as you can be, what were some lessons that you pulled out from there that, you know, lessons that you think of that were very useful to you in starting Maven, either that you wanted to replicate because you saw something worth emulating or things that you That was a mistake that they were never able to re come from, and I want to avoid that like the plague here.

[00:46:57] Kate Ryder: Well, I think it was really clear, even from those Monday meetings, that when I observe entrepreneurs pitching their products, is the best entrepreneurs really cared about their product, and they knew their product, and they were, you know, consumers of their product, often. And so, that's one That was something that I just, I couldn't, I couldn't just go start, you know, a business with a product I'd never use.

And so that was the, you know, I, that was one of the, I think the very early lessons I took. I had to A, really know the product, B, the user of the product, but then also deeply, deeply care about the problem. And you know, as the next journalist, like this is an endlessly complicated story. It's why in the, you know, in the beginning of this podcast, you know, what are the journeys?

It's like, gosh, the journeys are so different patient to patient. And I've. I've spoken to hundreds of them. I can't, you know, maternity is a little bit more linear, but not fertility. And so, so anyway, so I think, and then the business of healthcare is just endlessly complex. And so it's certainly, I think it was that, yeah, that was a, that was a lesson that I took very early, which I think was great.

Clearly the right lesson 10 years later. I mean, you know, I I'm still very energized, but I, I, I, some of my other founder friends are very tired after 10 years. 

[00:48:11] Griffin Jones: Yeah. Well, I, you're going to need that energy given, given, uh, you know, what you've, you know, building the company into a billion dollar valuation to the.

And now how many employees do you all have right now? 600 corporate employees. And then you said, was it 2, 000 clients? 

[00:48:29] Kate Ryder: Yes, we have 2, 000 clients and tens of millions of lives covered. 

[00:48:34] Griffin Jones: So you're going to see that energy for as long as you're at the helm. You have good people helping you. I think the only one at the leadership level that, well, you mentioned, I know Dr.

Levine pretty well, great guy that may have connected us in the first place. I've gotten to know Dr. Shah. And I enjoy corresponding with him. How do you get people like this to come work for you at such an early stage? Because I see it all the time with companies and some. I really struggle to get that talent and they can come in with a boatload of money and they can get some people, but it just doesn't like totally gel together.

And when you have these people, and you mentioned 30 different specialties, you know, you need people that are deep experts in those areas. And why do they want to come work for somebody who's not already a deep expert in that area? That like assembling that team is, is really, really hard. What, how would you describe your strategy in doing that?

[00:49:34] Kate Ryder: Well, I mean, I just feel endlessly grateful. I think there, you know, there's, there's no I in what we're doing. It's all a we. I may be the founder and the face and I, and so is Neil, you know, I'm so happy he shares that burden with me. But, you know, we, we tell the story. So, I think it's a really good story externally, but at the end of the day, I mean, it's our incredible team that's doing everything behind the scenes.

And I think what unites us all, I mean, it comes back to culture and values. Um, you know, I think we all really care about the patient and changing the game for the patient. So, and everyone has a horse in that race, whether they are the patient, whether they're, you know, brother or sister or mother or father or family member or friend was the patient or whether it's just some bad experience they've had in health care and they really want to see things change.

And so I think we are authentically mission driven. I'm very authentically mission driven. And, you know, I just try my hardest and try to hire people that are way smarter and better than me at, in every, every, every regard. 

[00:50:34] Griffin Jones: Well, there's more we could dig into with that, but by the time I have you back on, you will probably have done a whole bunch of other things that have been in the news and that'll be worth unpacking.

I look forward to having you back. In the meantime, as we conclude, my audience is fairly broad in the fertility field. It's a lot of network execs. It's a lot of REIs. It's a lot of lab directors. There are also people that are venture capitalists and private equity folks that are entering the fertility field.

And so, the, the gamut runs pretty wide across those three spheres. It also runs fairly wide from junior to senior. How would you like to conclude to our audience? 

[00:51:16] Kate Ryder: Yeah, listen, I think we're, don't accept the status quo, it's, we're at such an exciting moment in time with so much fertility innovation coming online.

So much coverage and an entire industry that now looks at fertility as part of essential care, which is why so many companies in our space are having so much growth, so much new technology with AI and, you know, and whatnot. And so, so yeah, you don't, you don't have to accept the status quo when there's, there's this much change and this much opportunity that we can really design an industry that gets every patient the outcome that he or she deserves.

[00:51:51] Griffin Jones: Hey Ryder, CEO of Maven. Thank you very much for coming on the Inside Reproductive Health Podcast. 

[00:51:56] Kate Ryder: Thank you so much for having me. 

[00:51:57] Sponsor: This episode was brought to you by Organon. Organon is committed to championing care equity in fertility by elevating education, expanding resources, and investing in innovative solutions.

Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com

Announcer: Today's advertiser helped make the production and delivery of this episode possible, but the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the advertiser. The advertiser does not have editorial control over the content of this episode, nor does the advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the advertiser.

Thank you for listening to Inside Reproductive Health.

224 The Best of Fertility Network C-Suite

DISCLAIMER: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.


Since 2019, Inside Reproductive Health has conducted over 220 interviews, featuring prominent physicians and executives from numerous fertility companies.

Among them, nine CEOs continue to lead their respective Fertility Clinic Networks or chair their network’s board.

Together, their networks have overseen an estimated 1.6 million IVF cycles and other reproductive treatments that have resulted in over 2 million pregnancies,

This is an episode you don’t want to miss as we showcase:

  • Gina Bartasi and the only three things she believes matter in healthcare

  • Dave Burford sharing his battle-tested sales advice

  • TJ Farnsworth’s entrepreneurial journey and his perspective on the necessities of field wide collaboration.

  • Dr. Kshitiz Murdia’s reasoning on why doctors make good CEOs

  • Marc Segal’s perspective on private equity and its place in Fertility’s future

  • Francisco Lobbosco’s first 100 days as CEO and the power of listening

  • David Stern’s steps to finding the right financial partner (Hint: It’s like a marriage)

  • Lisa Van Dolah’s philosophy of transitioning nurses into executive leadership roles

  • Andrew Meikle discussing the power of perspective (Both patient & entrepreneur)


Dave Burford, CARE Fertility
Website

Gina Bartasi, Kindbody
Website | LinkedIn | Facebook | Instagram

Dr. Kshitiz Murdia, Indira IVF
Website | LinkedIn | Facebook | Instagram

TJ Farnsworth, Inception Fertility
Website | LinkedIn | Facebook

Francisco Lobbosco, FutureLife
Website | LinkedIn

Marc Segal, US Fertility
Website | LinkedIn | Instagram

Lisa Van Dolah, Ivy Fertility
Website | LinkedIn

David Stern, Boston IVF
Website | LinkedIn | Facebook | Instagram

Andrew Meikle, Fertility Partners
Website


Transcript

[00:00:00] Griffin Jones: Since 2019, Inside Reproductive Health has conducted roughly 230 interviews and counting featuring prominent physicians and executives from numerous fertility companies across the world. Among them, nine CEOs continue to lead their respective fertility clinic networks or chair their networks board.

Together, their networks have overseen an estimated 1. 6 million IVF cycles and other reproductive treatments that have resulted in over 2 million estimated pregnancies. 

Sponsor: This episode was brought to you by Organon, Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.

[00:00:28] Kevin Ali: Hi, I'm Kevin Ali, CEO of Organon, and at Organon, we're committed to engaging with leaders across reproductive medicine. I'm proud to help introduce the best of Fertility Network's C Suite.

For the Inside Reproductive Health podcast. 

[00:00:43] Griffin Jones: Thank you, Kevin. Our best of reel begins with the CEO of Inception Fertility and the Prelude Network, TJ Farnsworth's vision emphasizes the power of collaboration among networks and clinics to advance the fertility field. 

[01:00:00]Now you're at the head of one of the largest fertility networks in the Western world, and it didn't exist five years ago, and so talk about that speed. 

[00:01:07] TJ Farnsworth: Yeah, so I think that, you know, we opened our very first practice from scratch. We didn't want to inherit, you know, ideas, not that ideas from established practices are bad. We've got some fantastic practices as part of our network that have been around for 20, 25, 30 plus years that bring a ton to the table.

But we wanted the opportunity to be able to experiment with things and ask the questions of why are things being done the way they are? And the answer being that's just the way they're done is always a bad answer. There may be a lot of great answers, but that's just the way it's always been done is never a good one.

So That allowed us to challenge what we can do and experiment. And then we also have the, we look at it as the best of both worlds. And then we have practices as part of Zora Network that have been around for, you know, with Eastern Fertility Specialists in Houston, which was our first acquisition practice.

They've been around for 25 plus years, you know, to the President's Network with RBA and TSC and NYU, bring a ton to the table. And the idea that we can bring the knowledge base From all of these places, people that are challenging the norm and saying, why can't we do things differently with de novo development from scratch operations to establish practices that have been doing it in such a way that really does work and those work for a really great reason.

And that way we can take the best of all worlds and combine them together. It's sort of been a unique approach. To how we grow the business, it's allowed us to grow into, you pointed out, you know, one of the largest networks in the world, and we're very proud of that. And mostly we're very proud of the fact that the way it came together, because it came together in such a way that lots of different people bring a lot of really great talents, really great experiences and really great processes to the table that we can blend to create the best of all worlds.

I'd love to see a whole lot more collaboration with our industry. You know, I think that coming out of a different specialty, I am surprised at all a return at how the lack of collaboration that exists between all of the big national networks and the independent practices in terms of sharing best practices, what can we be doing to make them successful?

You know, to the extent that the other national networks are successful to the extent that other independent practices are successful. That's good for me. That's good for inception. That's good for all of us as an industry. We want to see people be successful. And you know, we need to focus less on our competition amongst ourselves and more on our customer as our patient.

And that can be done through greater collaboration. 

[00:03:39] Griffin Jones: Rather than dictating from the top, our next guest engaged with staff across all levels, gathering insights to guide future life's growth. Hear how Francisco Lobbosco spent his first 100 days as CEO of FutureLife. 

So that leads you after your 100 days to recommend changes, and you said that they accepted all of the changes you proposed. What were they? 

[00:04:01] Francisco Lobbosco: So listen, so I went on by having, let's say, Um, one strong mandate, which was not imposed by anyone, but I could read it through my first a hundred days. Future life from a medical perspective is very well positioned and our medical outcomes are it. Fantastic. Francisco. Now you know that don't touch that.

Right? So let's, let's make sure that whatever you do, you don't mess up with the medical excellence that we're having in the business because that is what describes us. But then I went on and said, okay, so one of the things I'm asking is why are you here? And I'm getting different, different views, all great views, all great answers.

Um, and especially when I go around clinics, the purpose is there. What I was missing was this little trick on asking the same question around support center and saying, why are you guys here? And perhaps we were missing that, you know, to verbalize the, the purpose, the mission, the vision, the values of importantly, the values of future life.

So I went on and asked, why are we here? And then I went on and asked, what are we, uh, what are we setting ourselves to achieve? I, what our strategy is going to be in the next five years. And then finally, how are we going to. You know, just go through that strategy. So the why, the what, and the how. Um, so quite simply after my 100 days, the first thing I did is to grab, um, collect a number of associates across clinics, different roles, support center, different roles.

And we set ourselves with support of a, um, of an agency to define the future life purpose. Why is future life here? What's our vision of the world? What's our mission? And most importantly, what are our values? Um, and obviously we have clinics, as I said to you, that were quite independent and they are still independent for many years, very successfully.

And some of those clinics have strong statements in place. And my purpose is not to, my mission is not to change those statements. But to have a united voice on future life and why is future life here to, to, to drive that core identity. So we've done that. And actually, I'm not sure when, when this podcast is going to go live, but I'm flying to Barcelona tomorrow to the first global leadership summit, where we're going to introduce those.

Those statements to everyone, to all our leaders in clinics. And then obviously we're going to introduce the strategy. And the strategy, as you can imagine, is something that together with my management team, tapping into the medical advisory board, tapping into some key opinion leaders from country, we developed and we put on a paper.

And that strategy went through my supervisory board, of course, in June, and that was approved. And now we're going to introduce you, introduce a strategy into, into the FutureLife Society again at the end of this week. Um, and that is how we're going to go through that strategy and what is important for us to achieve.

And this question of why do we have a group? What is group going to do different than the clinics we're doing until now independently? That's a very important question that needs answering quite fast. Um, the synergies that we'll have a group. Those roles and responsibilities between, okay, clinics are doing this, fantastic.

How can groups support the clinics on, on being better at that, you know, at that quality of care? How can we help the clinicians in particular, the, the EMTs, the embryologists, the nurses to have more time with patients? Instead of having, you know, non value added activities or non value added time. So that's the purpose of group.

And that's what we're setting here to, to, uh, to achieve through the how. And finally, and with this I finish, um, it's all about, as I said earlier, to keeping that medical excellence in place. And therefore we introduced. Literally two months ago, our medical advisory board to the CEO, uh, which are 10 of our 10 of our great, uh, associates, you know, medical doctors, embryologists.

Um, and we'll get together once a month, um, and they have three different topics in the agenda that they need to help us, um, drive just as a final thought from my end, which is something I said to my team quite often. Um, I know that people like you Griffin, most of your listeners, if not all have been, have been in this sector in this space for, for quite some time.

And you're very familiar with it. Um, but sometimes it's good to have someone external timing, uh, reminding On how powerful it is to work that you guys do on a daily basis. And I'm talking about everyone working in clinics, right? So um, this goes for everyone working in a clinic, MDs, embryologists, nurses, receptionists, coordinators.

It's just fascinating what you guys do on a daily basis. I mean, your job is to put smiles on people's faces. Um, so my last words would be encouraging you to continue going. Um, I think what you're doing helps the sector in particular Griffin, uh, and for everyone else out there, just, just keep going. I think, um, we, or you in particular, uh, are changing the world one baby at a time.

So big thank you from my end. 

[00:09:16] Griffin Jones: Boston IVF says that in order to take good care of patients, you have to have a business model that takes good care of their providers and staff. Listen to David Stern discuss the vital steps to finding the right long term financial partner. 

[00:09:28] David Stern: And you know, one of the important things, it sounds a little corny, um, but the Boston IVF, our model is we want to do what's right for the patient first and foremost.

So we believe, and this is instilled because the physicians founded the practice and I'm not a physician, I'm an MBA, but I can tell you, I don't mess with the lab and I don't mess with the physicians. because those are the two most important assets that we have in our company. And I'm never going to tell an embryologist if they want to use a certain media and they want to use a certain microscope or an incubator because they get better success rates.

It's in my interest as a business person to make sure we get the best success rates that we can because our patients are going to be happy. Our referring physicians are going to be happy. Everybody's going to be happy. So I'm not going to cut corners and say, Hey, I got a great deal on this media. From A, B, C media factory, and it's not the same quality as Irvine or Cooper, but you gotta use it because we're saving money.

Same thing with catheters. We have physicians that choose different catheters. We don't have one catheter. We let the physician who's doing the transfer use the catheter they feel comfortable with. It costs us more, but the physician feels like they're doing a better transfer and they're more comfortable doing it.

So who am I as a business person to tell a physician how to practice or an embryologist how to practice? When you're dating someone, your first date is not about getting married. You have to date someone, see if it's a right fit and then get married. And I think we approach it the same way. We want to date our practices that we're going to partner with, see if it's a good fit, see if the culture is right.

See if we have, you know, commonality and an IVF center that's being approached by anybody, a strategic, a private equity, venture capital, whoever. Should be doing the same kind of due diligence. Is there a cultural fit? Do you agree on what the midterm and long term goals should be? Where do you see yourselves in five years?

And having a very open discussion about what that looks like and, and talking about who makes the decision. Does business trump medicine or does medicine trump business? And those are important discussions to have before, you know, on those dates, um, before you get married. I was, you know, with COVID, we've gone out and it's very important.

We go out and we do site visits. We want to look at the IVF center. We want to talk to the physicians. We sit down with them. I can't tell you the number of deals that we haven't won, where the other party that wins has never set foot in an IVF center that they're buying. They've never met the physician face to face.

It's all been on Zoom and they do a video tour. And if I'm spending that kind of money, Now, granted when private equity is doing it, it's not their money. It's someone else's money, but it's kind of like going in to buy a house and doing it on a Zoom video and never walking in that house. That's kind of scary.

Um, and so if a physician, if I'm a physician selling my practice and I never get to meet the person and they never come to see what my practice looks like, I would think long and hard about, are they the right partner for me?

Sponsor: Organon is dedicated to delivering impactful medicines and solutions for a healthier tomorrow. Guided by its mission of being here for her health, Organon proudly recognizes fertility providers around the world focusing on care equity. 

We believe everyone should have access to fertility education and treatment. By collaborating with providers, advocates, and communities, Organon is working to elevate fertility awareness, expand resources, and invest in innovative products that help more aspiring parents access the care they deserve. 

Every journey to parenthood is unique. Organon stands with you. Learn more about Organon’s resources at FertilityJourney.com

[00:12:39] Griffin Jones: Here, Chairman of U. S. Fertility, Mark Segal, delve into the enduring presence of private equity in the fertility sector, emphasizing the significance of aligning business goals with a genuine passion for solving critical issues in the fertility field.

[00:12:52] Marc Segal: Private equity is no question. Private equity is here to stay, right? It's not going anywhere. Um, and it will, there will [00:13:00] always be this need for capital and equity. Um, and I also, I also believe, you know, These innovative, uh, in physicians want to be something part of something larger than than themselves, right?

Um, and so finding the right fit. Yeah, is is, of course, paramount. Um, I would say that I've seen in my career again, uh, private equity. make very poor decisions and very poor business decisions and in some cases, you know, destroy practices, um, and, and, and the culture that they may have created. Uh, but I've also been very fortunate to be part of a group, be part of groups that I think have driven real value and innovation that's benefited both just both physicians and patients.

I believe, you know, the group that we are affiliated today called Amulet Capital is exactly that. I've been very, very impressed. And as I said, I've been involved with many different private equity groups. Um, I think there's this misconception about, uh, uh, that private equity, you know, what the does is.

drive down, drive costs and it's, uh, and therefore that impacts quality of medicine. I think that's a, that's actually a false. narrative. I think it's a false assumption. 

[00:14:34] Griffin Jones: You think it's false that it drives them up or because they're seeking profits or, or drives them down for efficiency? Which one of those do you think is a fallacy?

I think it's, I think 

[00:14:43] Marc Segal: it's a false narrative that, that driving down costs, driving down costs drives down quality of medicine. Um, Where I think private equity and again, maybe larger groups succeed is in the ability to drive to drive costs in an efficient through efficiency. Right. And, and, uh, and to me, driving down costs, which hopefully at the end of the day implies driving down price to patients or driving or driving access through increased payer contracts, etc.

Leads to better access to patients. And in fact, if you look at the larger groups, you look at, you look at the, you know, pregnancy rate outcomes, it completely validates the point that the larger groups are driving, driving innovation, driving pregnancy rates, doing different things that I think others are taking note of and trying to learn from.

Um, so, um, I, I do think it's, you know, at the end of the day, yes, you should do your homework and you should pick your right partner. Um, because not everyone's the same, not every private equity is the same. Um, but I, I, you know, I am a believer they're here to stay. I'm a believer, I'm a firm believer that they will, That they will continue to add value and make change in a positive way, not a negative way.

What is it that I need to do to kind of grow my, my practice? in order so I can maximize the valuation, uh, or potentially exit that type of thing. And, um, and what I think, and I would say this is actually all businesses in general, this is not specific to physicians or even healthcare, but, but, you know, when you've got, uh, when you've got a founder and entrepreneur that has started a business, it may be a family owned business,

If they are, if they start or have started having the conversation, you know, if they, if they're thinking about, I want to sell my business in a year's time, or even two years time, it's probably too late to have that to start thinking what I need to do. To maximize value, the conversation or the thought process about maximizing value has to occur much earlier on because it's part of a strategy.

It's part of a mindset, you know, of this is what I'm after. This is where I think I can build it. This is what I and so it's really to maximize value. It's a five year process. Now again, here's the calculus. Do I, do I spend, uh, do I spend the next five years building, hopefully, you know, doubling the size, tripling the size of the business that I have today and will valuations remain where they are today, right?

That's the big question. Because no one knows what tomorrow brings. No one knows what, what valuation, what interest rates and valuation and how much it's private equity will want to participate five years from now. Um, and so I think the calculus you have to make in all of this is, I'm either in it for the long term, if I'm only focused on, I want to figure out what the exit and how to maximize value so I can exit at some point, I actually think it's the wrong conversation to be having with yourself, right?

If I'm that entrepreneur, I think you've got to be driven by, you What are you trying? What problem are you trying to solve? What? What motivates you? What gets you to get up? You know, um, out of bed every morning. I want to do the kinds of things that you do. And you've got to love it. You've got to have a passion for it.

I mean, I know that I wouldn't be doing this for 25 years. If I didn't feel excited and passionate about it. 

[00:18:43] Griffin Jones: Our next leader, CEO of Care Fertility, Dave Burford, sheds light on the imperative of enhancing business processes to improve the patient experience. One of the biggest criticisms about so much external finance entering this field of medicine is the that there is a financial pressure and sometimes an oversight on operational quality.

There's operational improvements to be made for days in this field. There's, there's no shortage of those, but there is also the reality that there. It's a way of looking at things where it can be just looked at from a spreadsheet without the consideration of actually making the operational improvements.

And you had to at least experience some of the other sides. So what were a few of the surprises that awaited you? 

[00:19:37] Dave Burford: I think first and foremost, um, finance is very good on spreadsheets. Operations is very bad on PowerPoints and spreadsheets. Operations is about people and it's about process. And you only really can deal with one when you understand the other.

And so if I take us back to cares challenges at the time, it was very much around, um, a business that was geared up to, um, serve the clinic rather than the patients. And that's okay. When you've got a lot of demand and not much supply, but when, when that dynamic changes slightly and you've got more competition in town and you've got other people that are doing things in a more dynamic way, and actually.

The challenge is bringing in, um, supply or patients, then you've got to change your processes to adapt to that. And you've got to be more patient friendly and you've got to be more, um, Uh, adaptive and fluid in the way that you deal with things. And so, yeah, you can only really do that by talking to the people on the ground, talking to the staff, understanding what their challenges are, and then adapting the processes to meet the demands of patients and the needs of staff.

Um, So it was, for me, it was nice to get away from the, the laptop and the, and the, and the, and the PC and to actually talk to people and understand what is it that is the challenge here and that's best supported by a bit of data, if I'm honest as well, because sometimes anecdotal conversations only take you so far and you need to have a bit of skepticism about what you hear and then you need to look at the data and say, well, actually, look, we've got a thousand people calling us at The seven o'clock at night, you're telling me that patients don't have a demand for late night calls.

But why have I got a thousand, why have I got a thousand people ringing me when the lines are closed and it's just tweaking then some of those operational processes to meet those needs. Um, generally not that challenging, but, um, involved, yeah. Sales side device is critical and these advisors do an amazing job, but it's when it's a very fast six week process and highest bid wins kind of thing.

It might be perfect for some sellers, but in my experience, what you'll find is that there's sometimes a misalignment after the sale because you didn't really get chance to talk about what it is that you want and what it is that they want and how can you, it was a very quick, it was a very quick process.

And so this is. Quite often somebody's lifetimes work, right? They spent 20 years building this business. Why not spend a little bit longer just getting to know who it is that you're going to be partnering with after the, after the deal would be my main advice, really, to, to people. And then, as I say, my passion and, and cares passion, having done lots and lots of these acquisitions over the years is to really understand what it is that people want, uh, and then to try and tailor that deal to suit them.

[00:22:38] Griffin Jones: Dr. Kshitiz Murdia, CEO of Indira IVF's CLIPS, revolve around the importance of standardizing protocols across the entire network of doctors, emphasizing the need for consistency and quality. 

[00:22:50] Dr. Kshitiz Murdia: I think that brings me to another important point, Griffin, is around the doctor recruitment, as to how we have done it.

Because. Ours is a B2C brand and patients are coming to Indira IVF and not to a particular doctor. I mean, patients don't come with a mindset that I have to go and meet such and such doctor or get treated by such and such doctor. They just see Indira IVF, they would come to Indira IVF, and then they would get to know who is the doctor treating them.

And every other day we have a roaster, so somebody is consulting today. Their pickup might be done by a separate doctor. Their embryo transfer might be done by a separate doctor. It's as per the schedule or the roster in the clinic. Uh, so it was our responsibility to ensure that we have similar protocols, similar outcomes across all the doctors because that's what we were doing.

One patient could be meeting two or three doctors in the clinic at different points of time during the same cycle and the protocols should not differ. The language that they speak should not differ. And that's why we started this Indira Fertility Academy back in 2016, which is one of the world class setups in training in fertility.

Our training center has been recognized by, recently by British Fertility Society. Our training center is recognized by Merck Foundation in Egypt. They regularly send, uh, uh, African and Indonesian and Malaysian, Vietnam, all the Asia Pacific doctors for training. We run a fellowship program with them for three months.

And 99 percent of the doctors who are working with us, I've been trained through our own fertility academy and same with the embryologist also. And once we got a hang of it, uh, we understood that, you know, IVF is not so difficult. It's not a rocket science. You know, every gynecologist and a life science, uh, a postgraduate could be trained into either being a IVF doctor or an embryologist.

Uh, either ways. Uh, we developed a structured program and we understood that there are 15 or 20 steps during the whole IVF cycle. Once you have an SOP around each and every step, you just hammer in the training that you just need to follow the SOP. Don't bother about the final outcomes. Final outcomes are bound to come.

And we've been very successful. I think the average age of our doctors is 35 or 36 in spite of, you know, a few doctors being with us for almost 10 years now. Uh, so that gave us a very good handle on expansion because. See, expansion, the major limiting factor for any clinical enterprise or an organization to expand rapidly is not funds, it's not infrastructure.

You, everybody has deep pockets, everybody has private equity money. You can fund a hundred centers in one year. You have the infrastructure available. You can buy spaces, you can rent them, you can do. I think the critical bottleneck for any organization could be having skilled manpower, you know, and then there's always shortage of manpower in whichever field you go.

And we decided that we would not struggle with this part. Let us create our own skilled manpower and let us not depend on the market, uh, uh, to get skilled manpower. The idea was to select somebody working with the company for, for, for last few years, because. You know, when DA invested, we were only at 50 center, we were the largest in the country in terms of number of centers, in terms of doctors being trained, in terms of business and, and the overall top line.

I think the idea from DA's side was, uh, nobody has done, uh, good work in the country in India in the IVF suite apart from Indira IVF. Let us have somebody from the group internally, uh, and promote them to the, to be the CEO. And I think because of, uh, uh, some of the diligence is being done on the company before DA invested.

Uh, so there were a couple of private equities, uh, looking at us and in all the big force coming and doing diligence. So I got exposed to many more financial aspects, many more HR and marketing aspects as well. And, uh, so I think, I think it was. Because everybody, all these shareholders thought that I had a very broad based idea about the business and not just the medical function.

Uh, and, and, and obviously we are very strong believers that a medical organization should always be headed by a doctor because that gives you much more leverage. In terms of talking to the doctors, because ultimately all these, uh, businesses are built on the ground in the clinics and not sitting in the corporate office in your air conditioned chambers and working on excels or laptops or you can't build a business.

Their business is actually being done at the clinical level by the clinicians, by the nurses, by the embryologist. So you would need somebody who could have that wavelength of talking to these doctors who the doctors would also respond to and respect. Uh, and it's not just about number, number, number that you need to clock certain revenue.

You need to clock certain number of patients being treated. It's always more to do with the medical outcomes and how do you treat and how do you excel in, in the overall outcome. So I, I, I strongly still feel, uh, that a non medical person, uh, one sounds very commercial to the doctors. Uh, doctors would not give that much of respect because.

Again, they feel the other person has no knowledge about medicine and is just come here and just telling us all the numbers on Excel. And we feel it's not like that. And, you know, Patients are different. The actual clinical life is different. So I think a good balance, uh, uh, between the medical and the financial work is required when you want to control the doctors.

And when I say control, because ours is a very different culture and DNA, it's not doctors independently practicing in their own. world and they have a different protocol and they have a different business mindset. All of us, uh, all the two 50 plus doctors run on a single platform, run on a single protocol.

Everybody, uh, is, is, is in very. Close touch, I would say, and everybody's using the similar protocol.

[00:29:13] Griffin Jones: How many nurses, what percentage that you've worked with over the course of your career, which is a lot, do you think have it in them to be an executive? And do not say a hundred percent, do not say all of them. I don't want it. I want any kind of fluffy millennial feel good answer. I mean, if you work with a ton of people, ballpark, what are the percentage, uh, that you feel like really have it within them that they could be not manager, not director, but top C-suite?

[00:29:47] Lisa Van Dolah: Anybody that sets their mind out to do it can do it, but you have to be willing to, to learn, um, and step out of, uh, Kind of a comfort of a clinical based mindset. And I think, um, many nurses don't want to have anything to do with that. They went into the profession, um, to be a clinical focused expert and they should, that's amazing.

Um, and they should continue to explore that, how they can continue to contribute there. Um, you know, there's only so many individuals that went into nursing originally that then look at organizational, um, Uh, you know, goals and organizational, you know, success as being something that are even interested in, in being responsible for.

So, you know, we all can contribute at every level of nursing, um, to that organization success, whether or not you want to be the one that's. that's thinking about that 100 percent of the time is, you know, it's only an interest of certain, certain individuals. And, you know, but I don't think any nurse should limit themselves, um, to that possibility if that's something they're interested in doing.

If this is a role that you want to learn, we'll be here to support you. And so if it's something that you want As a nurse to step into something that maybe is outside of what you perceive to be your training. I think you need to seek that opportunity, um, and ask for those around you to support you, um, in learning things that maybe you don't have any experience in yet.

Um, and I think nursing, um, has tremendous foundation to offer you the skill set. Uh, in a variety of roles, whether it's administrative management, leadership, um, or, you know, like you said, project management, sales, marketing, business development, all of those things are, are, are ways training, teaching, um, for nurses to, to advance their career.

And so it's not just one path, but I think nursing has tremendous foundational, um, value that, that you can build on if you're interested in. 

[00:31:58] Griffin Jones: The three things that matter in healthcare are patient experience, patient outcome, and cost, according to our next leader, Chair of KindBody, Gina Bartasi. Here, Gina stressed the value of team collaboration and employee well being in delivering exceptional patient care.

[00:32:11] Gina Bartasi: Really? Only three things matter in healthcare? Any kind of health care, but specifically fertility, um, patient experience, patient outcome and cost. It's the only thing that matters to the patient, patient experience, patient outcome and cost. And by the way, it's the only thing that matters to the employer.

And what I have found after building and running the largest care navigation firm as a care navigation or middleman or an insurance company, um, Um, you cannot effectuate change in those three areas. An insurance company or care navigation firm cannot affect member experience. They cannot affect outcomes and they cannot affect costs.

Only the doctor's going to set his reimbursement rate. He's only going to decide how many embryos to transfer. Only he can decide how to give that patient bad news, whether that's, um, uh, diminished ovarian reserve diagnosis or a failed IVF cycle. But in order to really effectuate change. And really change kind of how patients go through the process.

You have to be in the doctor business. So today the employers are issuing RFPs. Um, I think in the beginning, uh, large tech companies on both coasts are really in the Valley kind of started this fertility benefit. But today you see requests coming in from very, very large employers in retail and manufacturing and automotive.

Like again, it's moved from kind of a nice to have to a must have benefit. Employees always come first. They have to because the employees will take care. If you take care of your employees first, they will take care of your customer. They will take care of your patients. And that's when we're talking to doctors, you know, and doctors say, well, I used to do that.

You know, we want the doctors to know that we can train and teach. nurses and front desk managers and practice managers to be just as kind and just as empathetic to that patient that the doctor can. So again, employees always come first as it relates to the lab. 

[00:34:11] Griffin Jones: Talk a bit about how you use the brand for culture.

[00:34:15] Gina Bartasi: Yeah, I think, um, a lot of it starts with humility, right? The brand is humble. It's not anybody's last name. It's not, you know, um, and our culture really starts with this humility, right? So those two things are ingrained. I think, um, it's not just humility to, it's a vulnerability to it. Um, you know, uh, It's also our brand and our culture.

We do embrace risk. You know, we tell our doctors, we're like, embrace risk, do something crazy on TikTok. Can you tell a doctor to, or a scientist embrace risk? They're like, whoa, whoa, whoa, whoa, whoa. I'm a doctor. I don't embrace risk, except that if you teach them, we're not talking about embracing risk when it comes to, a prognosis of an onco patient.

We're talking about taking risk as it relates to the brand, as it relates to culture, allow yourself to have fun, allow yourself to smile, giving devastating news. Another failed pregnancy test is hard. It's hard. And we're so glad you're empathetic to your patient. But outside of that, how can we make you smile?

How can you be cheery and yellow and optimistic? And so we believe that there's a lot of similarities that brand and culture do go together. And I don't think our brand would be as successful if our culture wasn't so strong. And I don't think our culture would be so strong if our brand wasn't so strong.

And there's a, I think the other thing that I would say about culture and brand is team. Right. Um, I think too often, you know, healthcare people and doctors in particular may think solo first, like I'm a doctor and hierarchical and solo. And those are not things that belong in our brand or our culture. We don't do anything singularly.

Not any of us. And, and Dr. Beltsos would say the same thing. And Beth Eschbach, Greg Poulos, none of us do anything by ourselves. And that's intentional. We make group collaborative decisions and same thing with our brand. It's, it's, it's, we invite feedback. We invite constructive feedback, constructive criticism, because we want to get better every day.

And again, that goes back to our brand and our culture. 

[00:36:25] Griffin Jones: Andrew Meikle, Executive Chairman at The Fertility Partners, challenges traditional paradigms as he advocates for financial awareness and entrepreneurship in clinic management. 

[00:36:33] Andrew Meikle: I think that, um, you know, the typical practice owner is not an entrepreneur, and they're not typically very business savvy.

Some are, and they're doing exceptionally well. This space has grown 10 percent compounded forever. And, and, you know, No disrespect, but almost anyone can do well in that sort of a setting, especially when supply is not meeting demand. So everyone's doing well. Um, almost everyone's doing well. I think there's another level.

It's not just about revenue and EBITDA, you know, our mission and, you know, I'm a healthcare provider at heart is to drive clinical outcomes to use science, collaborate with stakeholders and our group to, to drive clinical outcomes, to be more successful for our patients. And as well to improve, dramatically improve the patient experience, the patient journey.

So it's pretty simple. All of our decisions are made, um, You know, based on those two things. And I think there's a tremendous opportunity to professionalize some of the areas in the space. Um, when you look at, at management, for example, I think there are a lot of people doing a lot of great things, but it's, it's sort of doctor first, it's not patient first.

So we're flipping this, um, profession on its head and looking at the management and the operational efficiency and effectiveness of, of clinics. We're looking at Uh, you know, lean processing from a patient perspective. We're looking at, um, sort of value innovation from a customer perspective. It's gotta be driven by, um, by the patient.

We have to serve the patient. Um, and I, and I think it's largely the other way today. So we, we have a completely different lens and I think most groups, um, we're investing for the longterm. Um, we can get into private equity if you want. I am now. Back. We are now backed by private equity. You got to be careful who you choose, who you partner with.

You got to be careful who you marry. You got to spend time. You got to do your diligence. You got to go on dates. Um, and you have to be, um, ruthless in your due diligence because it is a life sentence. I don't know how to turn a physician into an entrepreneur per se. I think you have to have the fortitude for it.

You have to be able to delegate tremendously because you need to see everything from 60, 000 feet and not be too in the weeds. Um, I think an absolutely critical element and some Something that I see as a weakness generally in the space is a lack of, um, financial, um, awareness, a lot, a lack of operating the business, uh, with financial metrics.

Um, people in the space seem to look at it in the rear view mirror rather than in real time. You know, our organization, we provide a full P and L every month. Month by the eighth day of the next month. So our partners can see what they've done in their business and and uh, How it relates to the strap plan that we've worked on them for going forward.

Um, so I think you know We don't have enough time, but I you know, I mean a start would be Definitely start reading some, some books, you know, um, there's a ton of great information on entrepreneurship out there. Gerber has a whole series. Uh, uh, you know, those things are very helpful, but, but you really have to take yourself out of the day to day equation, be able to see it from 60, 000 feet, have the best, most independent.

You know, brightest people you can working for you, um, actually, you know, executing on things. And I think that's a big first step. There are tremendous opportunities out there to, um, to partner with various organizations if it, if it suits you. And I think it's just really important to, you know, Have your house in order before entering into that do your due diligence find the right fit um, and look this this profession right now, is it incredibly, um, is that an inflection point it is changing and If you want to change, you might, you might look to join an organization that, um, aligns with your values and they can help you.

They could support you, um, to implement changes in your clinic, to drive patient flow, to, um, to make your life easier so you can provide the best possible medicine. 

[00:40:56] Kevin Ali: In today's episode, we learned how various leaders are working to evolve the landscape of reproductive medicine. Working together, we can drive innovation to help improve the aspiring parent's experience.

I'm Kevin Ali, CEO of Organon. Thank you for listening to the Inside Reproductive Health podcast. 

Sponsor: This episode was brought to you by Organon, Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.

190 Letter of Intent: How to build the foundation for selling and buying a fertility clinic. Richard Groberg and Jay Stucki

DISCLAIMER: Today’s Advertiser helped make the production and delivery of this episode possible, for free, to you! But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, and the guest’s appearance is not an endorsement of the Advertiser.


Gain expert insights and invaluable advice on navigating the sale of your fertility practice with special emphasis on that crucial document - the Letter of Intent. Richard Groberg, a seasoned financial expert and Jay Stucki, an experienced corporate attorney, share insights from the sell side perspective and zoom in on the details that matter most.

  • Discover the major points addressed in the Letter of Intent that serves as the foundation for buying or selling a company.

  • Delve into comprehensive coverage of key elements in the LOI including:

    • Insurance

    • Non-competes

    • Governance

    • Equity

    • Evaluation multiples (based on adjusted EBITDA)

    • Profitability conversion

  • Acquire valuable knowledge into the process and timeline of finalizing the LOI and next steps to completing the transaction.


Jay Stucki:
Stucki Legal, PLLC
LinkedIn

Richard Groberg:
LinkedIn

Transcript

Jay Stucki  00:00

I think one to start with, they don't understand the 30,000 foot view of how important the loi, or the letter of intent can be. That is the roadmap. And unless you know where you're going, and you've been there, is it hard for generic LOI?


Sponsor  00:18

This episode was brought to you by bundle, you may be able to receive a free list of financially qualified IVF patients across the US and Canada. Email Courtney at cbarrett@bundlefertility.com. That's cbarrett@bundlfertility.com. Today's advertiser helped make the production and delivery of this episode possible for free to you. But the themes expressed by the guests do not necessarily reflect the views of inside reproductive health. Nor of the advertiser, the advertiser does not have editorial control over the content of this episode. And the guests appearance is not an endorsement of the advertiser.

Griffin Jones  00:59

Are you serious? Are you serious about buying my fertility practice? We'll find out from the letter of intent. That's the topic that I zoom in with my experts today. Richard Groberg and J. Stucki, Richard, you know, because he's a financial expert who's been on the show multiple times, and he's given plenty of advice on what you need to consider when selling your fertility company. Jay Stucki has also represented fertility companies on both the buy side and the sell side, or at least he's represented companies on both side perhaps fertility was just sell so I didn't get into that specific but today we talk from the sell side perspective. She's a corporate attorney whose careers focused on estate planning, asset protection, real estate transactions acquisitions, in medical and in software for decades. And today with Richard and Jay, I decided to get very specific on the letter of intent. The loi is what they call the roadmap or the foundation for buying or selling and company. They talk about the major points of an LOI, what happens to your malpractice insurance, the noncompetes post closing governance, rollover equity, equity and apparent company working capital like how much cash and accounts receivable you need to leave in the business for how long controlling documents like medical direction assignment of membership interest, joint operating agreements, irrevocable proxies, employment agreements MSA agreements, your valuation multiple based on adjusted EBITDA converting your profitability if it's based on cash, accounting, or cruel accounting, what needs to be talked about in the three to six meetings that happened before signing an LOI? What happens in the very early stages signing your NDA what happens between them and how the letter of intent is finalized? Any one of those subtopics could be its own topic on the show. I'm sure I'll have them back on to discuss because of so many of you are at this stage and you want to get this right. Enjoy this conversation with Richard Groberg and Jay Stucki about constructing your letter of intent. Oh, and I probably have to give you a disclaimer. This is not legal advice. I'm not an attorney, adjacent attorney, but it's not legal advice, simply insights for your informational use only. Mr. Groberg. Richard, Welcome back to Inside Reproductive Health yet again. Mr. Stucki. Jay, welcome to Inside Reproductive Health.



Jay Stucki  00:59

Thank you, glad to be participating today.



Griffin Jones  00:59

Richard, the audience is a little bit familiar with you at this point. You have been on the show a couple of times. And you're also quoted from our journalists when they are doing articles about some of the business dealings happening in the field. Jay, you are a corporate attorney? Are you mostly Is it mostly sell side that you represent? Are you sell side and buy side equally?


Jay Stucki  03:40

No, I wouldn't say equally, probably mostly sell side. But I've been on both sides of the table. So I've got a depth of knowledge level from each perspective. And I've also worked for practice management companies. So I get the physician side, I've had to represent many physicians and getting them out of bad contracts. So I think I kind of bring up a bit of expertise to the layers that most attorneys won't see.



Griffin Jones  04:14

One sub topic that was popular that we covered with Richard was talking about mistakes that Fertility Centers often make when they're selling with regard to accounting, things that are categorized as business expenses that shouldn't be and that impacts their EBITDA. What are some of the common mistakes that you're seeing from a legal perspective when people are going to sell their fertility company?



Jay Stucki  04:38

I think one to start with, they don't understand the 30,000 foot view of how important the LOI or the letter of intent can be. That is the roadmap and unless you know where you're going and you've been there is a bit hard for generic LOI. I you know, I like in the the legal side of things, you know, if you, if you're a couple and you want to get pregnant, you're not going to rely solely on your GP or internal medicine, you're going to want to go to a reproductive endocrinologist, you need that specialty. And it's the same thing in law, you need someone who knows both sides of the table to really hone in, I think Richard could probably give you a couple examples of allies that were vague from the start, because they didn't understand the full process of where this needed to go at the end of the day, how to protect the physicians, and yet make it a deal that works for both the acquiring entity and the seller.



Griffin Jones  05:44

What are a couple of those examples? Richard, do you have any LOIs being too vague from the start?


Richard Groberg  05:52

Yes, I've seen a couple recently that were negotiated by people other than me, when a couple of examples, most of these transactions talk about the fact that the valuation will be a multiple of what's called an adjusted EBITDA, which adds back and subtracts for certain adjustments. But if the language is unclear that that includes converting the sellers profitability from a cash basis accounting to an accrual basis accounting, they can wake up a month or two months down the road. And their adjusted EBITDA is significantly different than what they thought it was. And it can cause problems. The other issue I've seen recently, is where the seller also owns real estate that's used by the practice. And if it's not clarified, that the post closing lease rate will be based on some combination of the current rate and an independent appraisal, then, and that's that final number could affect the EBITDA and the valuation and the purchase price. It can cause problems later on down the road. Jay will talk about other issues in terms of duration of non competes, and the various different non competes. And what happens to rollover equity in the practice or in the corporate group acquiring if a doctor leaves early or is fired for cause. But those kinds of things, especially when Jay and I are working together representing a seller, we work very hard to make sure that the major issues have very clearly negotiated will define so that we don't get down the road and then have problems a month, two months later, when everyone spent a lot of money on accountants and lawyers and other advisers.



Jay Stucki  07:45

And let me just add to that, that, you know, you're you're trying to look at the entire structure, I can't tell you how many LOIs, I've been handed, and it was going to be a stock purchase agreement or an asset purchase agreement. And because of the structure because of rollover and contribution, tax considerations, it ends up getting flipped, and we end up with a completely different structure. So it it's more than just, you know, understanding noncompete or the quality of earnings. It's the LOI really has to look deeper into how the sellers were organized formed tax consequences, how long they've had ownership, short term, capital gains versus long term capital gains, estate planning issues, especially if there's a rollover component.


Griffin Jones  08:38

Why is this those and maybe it'll just enlighten my own ignorance. But to me, that the LOI was simply the the letter that says, you know, we're going to do our due diligence, we're going to explore a deal, but it sounds like more of the terms of the deal need to be established in the loi, where I would have thought, well, you know, if the if the valuation multiple needs to be adjusted in a better based on adjusted EBITDA and that might change, that that would just happen in the deal doesn't necessarily happen. And in the LOI, why does this stuff need to happen in the LOI?



Jay Stucki  09:16

Well, the LOI can't be as detailed as the definitive documents, obviously. And as the saying goes, the devils in the details. And so when you get into negotiations, and you're trying to explain the pros and cons of certain language or certain concepts, it seems to always harken back to well, that's not what we were told when we were being courted. And so it's very helpful that even though the LOI is probably only going to be a few pages long to be able to go back and use that as a tool for refreshing the memory of what was being said during the courting and, and I've watched effect I've used Richard to be able to go back and say, Richard, you were involved in this LOI and negotiating upfront, what was the understanding? And then you get all the parties together. And you walk through, yes, that's what was said, oh, shoot, okay. And just because the buyer said something, it doesn't mean it translated over to the attorneys. So you kind of have to get the attorneys back on track to be in line with what was negotiated under the LOI.



Richard Groberg  10:32

If and if I can amplify that, Griffin. At least in the transactions, I've worked in the sellers, this is a one time thing, they've built their practice, they've operated for a number of years, for various reasons, they're ready to sell it a partner with a PD back group, they vet two or three, or perhaps more potential sellers, they've made a decision, it's like, This is who I'm gonna marry. Because it's not like selling a piece of real estate where you sell and walk away. And when the LOI is signed, both sides start spending a lot of money. It's a time consuming, painful process. And you want to, again, there's a balancing act, if you negotiate every possible thing, you have a 200 page document in the loi, which you can't do, but you want to lock down enough of the major points, some of which are very subtle. I'll give you another example. If one of the buyers has their own malpractice carrier, and everybody has to switch, and they're requiring the seller to have to make the switch and by a tail policy. Well, that affects the economics of the deal. And if one of the sellers is ready for retirement, that could affect the structure. So as much of that, that says very significant could be at least buttoned down enough that when we get down the road, the lawyers could say, hey, Richard, while you were there, what Jay said, what was it that the parties discussed and agreed to? It helps lock in the major points.



Griffin Jones  12:04

Let's talk about those major points. You mentioned malpractice and the potential for needing tail policy. You talked about the valuation multiple and adjusted EBITDA or the potential for converting sellers profitability based on cash basis accounting or accrual based accounting. What are the major points that need to go in to a letter of intent?



Richard Groberg  12:28

I'll give a quick answer. And then Jay will come in too, the noncompetes are very important. post closing governance is important. Not all the groups are the same, and not all the sellers are the same. Some sellers don't need a lot of help from the corporate group, and how much interference there's going to be becomes important issue some need more help. So discussion about governance, to the extent they're getting rollover equity in the practice, what fees the corporate group charges or doesn't charge and how it affects profit participations. To the extent the sellers are getting equity in the parent, how that's viewed and what happens and get what happens if somebody leaves early. How whether working cow working capital is calculated, most of the buyers require the seller to keep enough cash or accounts receivable in the business to cover bills for a period of time. Others allow the seller to keep the accounts receivable wanna J's favorite issues to battle is? Okay, what are the reps and warranties and indemnifications? And what is the seller responsible for post closing but may have occurred? Pre closing? So, Jay, have I missed any major ones?



Jay Stucki  13:47

No, I've just say that there's so many different subsets. So for example, if you're talking about could controlling documents, you're going to have a whole different set of considerations under an employment agreement that you're going to have if there's rollover contribution, and now you become an equity holder in the parent company, versus when restrictions and covenants that you're going to have in the asset purchase or stock purchase agreement. And all of those will carry a whole different slew of requirements. And so it's, you will see some of that addressed as to what the expectations are between the parties in the LOI, but it's not just oh, hey, a traditional non compete because having equity in the parent. And if the parent would say is a limited liability company, you're talking about now coming in as an equity owner, do you have a say, what's your vote? Are you just a financial interest? I'm sure there's going to be power of attorney considerations. So you're going to have contribution tagalong, drag along, right I mean, there's all sorts of things that now come into play is that owner that in the parent, and of course, the parent doesn't want a minority owner controlling. So a lot of times you'll see those levels shake out in the LOI as well. 



Richard Groberg  15:14

There are two transactions recently where the seller selected Jay to represent them. And in both cases, there were issues that came up on some of the things that Jay just talked about, where the buyer said, nobody's ever asked for that before. And why is that an issue. And by the time we got done, the buyers were changing their documents to reflect going forward, things that Jay brought up that no one had addressed. And some of the prior sellers were saying, Why didn't I get that and we need to change our documents. So there really is a level of detail and the interaction between purchase agreements, employment agreements, noncompetes equity, the parent, that if you're not watching careful and won't be synced, that can cause problems later on.


Sponsor  16:05

Different Fertility Centers across the United States have started to see new patient volumes decrease to counter the decrease in new patient revenue. Fertility Centers are turning to partners who have IVF ready financially qualified patients, but who don't yet have a fertility clinic coordinator from bundle has a list of treatment ready patients in each city, there is no fee, but the offer is for the US and Canada only. Email Courtney for your free list of financially qualified IVF patients at cbarrett@bundlfertility.com. That's cbarrett@bundlfertility.com.

Griffin Jones  16:44

Jay, I was gonna have you define controlling documents at risk of me sounding stupid. That's my job as the podcast host. Hopefully there's at least one other person in the audience that was wondering that, but please define controlling documents for us. 

Jay Stucki  17:03

Yeah, absolutely. I mean, first of all, you have to understand the there's the concept of the corporate practice of medicine. And many states have certain laws, summer force, different levels of enforcement. And so everybody kind of approaches buyers, from the corporate side approach things from what if the law changes. So that's kind of always in the backdrop that brings forward management service agreements, because usually there's going to be an management service organization or an MSO involved. You're going to have a medical directors somewhere, sometimes it's the seller, sometimes the management company wants their own medical director. And there's a level of control there. You have different mechanisms, such as succession agreements, assignment of membership interests, the revocable proxies, you can do control through loan agreements, and of course, through your employment agreement. And then there's the whole level of control, if you're going to say, Hey, I'm going to become a member. Now you're talking about, you know, joinder, to an operating agreement, LLC agreements, you know, so those are kind of the core documents, that you have to understand all of them, and know which tool the buyers are going to bring forth. And usually it's a multiple of the tools. For example, I just did a deal where we use irrevocable proxies employment agreements, and an MSA agreement. Another deal that we did back in now, I'm going to say, April, we use an management service agreement, succession agreements, an assignment of membership interests, it all those are all documents that are done on the front end. So for me, it's making sure that the physician understands how they're controlled by these documents. Because when it comes right down to it, right, the physician is responsible for the patient care. And the competing interest or concept here is, how do if I'm a physician, how do I do my job and give the quality of patient care I want if somebody else is controlling the organization, and you get into what is a clinical asset versus a non clinical asset, right, the physician, the Medical Director controls the clinical assets, which is really the patient care patient records. And then you have the non clinical assets which are owned by the company. You get into a situation where it's not a, let's say, a good, a good company, or they have a bad reputation, and I've had to help doctors get out of these situations. They can make your life miserable, right, they're gonna put in there on staff, you just lost somebody that was with you for a long time, but they want their own person there, or they're not going to buy you the equipment that you need or that you feel you need. And so, you know, sure, if you're the doctor, you say, wait a minute, you're affecting my ability to practice. In fact, for those who, whom some of you might already know, this is a big issue in the Northern District of California right now, it's federal court, where the Association of Emergency Medicine anyways, the group brought a lawsuit claiming that all of these controlling ancillary agreements that companies use to effectively control the doctor is being challenged as it is, in fact, the corporate practice of medicine because you've tied the physicians hands. Now, I think there's a delicate balance here that if you have people who understand the industry, such as you know, Richard, myself, then there's, there's a fair trade off being made. To see it another way. If I want to sell my practice, you know, I certainly can't take millions of dollars from my practice, and then expect to still control it and run it and do everything that I want.

Griffin Jones  21:14

Some people still do expect that, whether they realize that that's what their they'll say, they don't expect that, but they're expecting that, you know, when somebody is telling them what supplies they can order after and who what EMR they're going to use and who they can hire. Yeah, that's when they realize it, but when it's happening, they don't seem to, to always realize that,

Jay Stucki  21:37

Right. And my goal is not to try to tell the physician that it's gonna be, you know, this great rosy relationship and the honeymoons gonna go on forever, but rather makes sure that the physician or the sellers, are fully aware of these restrictive covenants of these controlling documents. Because at the end of the day, I assure you, the buyer, the practice management company, is going to control the practice, you know, if you're a physician, you know, gotta do depositions. And the other side always says, you know, almost right out of the gate, okay, Doctor, tell me, you know, what have we done that's affected your ability to treat a patient. And the doctor is not going to sit there and say, Oh, I can't treat my patients, because, of course not, they'd be committing malpractice. So it's, it's really about understanding a balance here, and making sure everybody's aware of what their arrangement is, and what they've negotiated, what they've sold, what they bought, and what their responsibilities are post closing.

Richard Groberg  22:47

And then lawyers like Jay, make sure that the documents accurately reflect what's been agreed to, in addition to the doctors understanding what they're getting into.

Jay Stucki  22:57

Sure. Let me give you an example of that. Thank you, Richard. You have some situations where they want the physicians held accountable for any losses. And my view on that is, if you're going to be held accountable for losses, or it could affect your compensation pool, because most of these agreements have some form of compensation pool, then the physician should have a level of say, in the expenditures under the MSO. If you're not responsible for losses, and it's not going to affect your compensation, then there should be a much less expectation of any say, as it relates to expenditures or how the MSO, you know, allocates costs to the clinic. So you there's that balance, where you really have to read the documents and see how much responsibility versus how much say you have, you know, they play off of each other.

Richard Groberg  23:57

That's a great example where the language in the LOI is important. If a doctor's post closing bonus is based on growth of earnings, then they need more visibility and say, into what's expensive practice. But if their bonus is based on how many retrievals do you do over a threshold, as an example, well, then it's not as important.

Griffin Jones  24:23

Am I correct in understanding Jay that the controlling documents themselves are not going in the LOI? It's simply refers to what controlling documents are going to be negotiated in the deal.

Jay Stucki  24:36

I mean, there's more than likely a reference to the MSA reference to an employment agreement, reference to maybe some of the high level restrictive covenants such as a non compete that you'd expect in the employment agreement. But usually the LOI is not going to get into P back or drag along rights that you would see under say the parent comp any equity ownership? So now it's more of a reference to the MSA and what falls out under the MSA. And I think that's critical where people like Richard come in. Because in the initial stages, the physicians look for someone to be able to say, Hey, can you explain the MSA to me? How does you know? How does the management services organization work? And am I really still going to be able to run my practice? Right? And, and, look, there are situations where the doctor sell their practice, and they run it just as they always did. And there's no or little interference. There's also situations where the doctor say, Oh, hold on, I don't like somebody telling me what to do. And we're going to put a stop to this right now. And the relationship deteriorates. So,

Griffin Jones  25:53

Richard, from your vantage point, does the multiple effect that so in other words, if if someone pays a lower multiple, are they more likely to let the physician Coast then if they pay a higher multiple times, because I'm just thinking if if I pay 15x, for something, I need to make sure that there is something different happening in their operations that or their their marketing that makes more patients come in, and they make more money? Because I need to earn that money back is from your vantage point is there does difference when people buy at a higher lower multiple how involved they are in dictating the operation? 

Richard Groberg  26:37

No pun intended, but that that question is pregnant with with the complexity of reasons why multiples are what they are, you know, multiples are typically higher, if there's a strategic reason for the buyer, or there's there's factors that make the practice, you know, the doctors younger, they're in a new building, they're at a high growth curve for multiple years. multiples are also dependent on, you know, working with one group that got an offer from a group that puts much less cash down upfront, and there's much more equity in the parrot, their trade off is okay, we'll pay a higher multiple, not necessarily paying a higher multiple, because we're going to do more to your practice post closing your different styles, Jay and I have worked with sellers who don't need a lot of help leave me alone. And that's okay. They're probably not a good fit for some buyers, but are for others. We've also worked with a couple of practices, businesses in the fertility industry, that were dynamic businesses growing, but reached a point where they absolutely needed management help. And the seller understood that in one case, it worked very well post closing and another case, the seller couldn't adjust to someone telling them what to do. But that didn't necessarily mean there was a higher multiple, because we're going to be more involved with

Griffin Jones  28:04

I want to go into some of these different major points and and try to find out how detailed they have to be in the LOI, let's go back to malpractice for a second does it have to be established in the LOI of if we're going to have a tail policy on the doctor, if the docs gonna be responsible for their tail, but how much of malpractice needs to be established in the LOI? 

Richard Groberg  28:29

Well, I think things like that. It's it's the eye of the beholder, whether it's material, my view, if it's material in terms of changing the nature of the practice, or an expense to the seller, or changes the essence of the practice. It should not be a surprise later on down the road. I mean, if, for example, if I've got practice with a seller getting ready to retire soon, and the buyer is requiring the change of malpractice carrier to tail, the doctor retiring pre closing, getting a free tail from their existing policy and not having to buy it so he'll say could save hundreds of 1000s of dollars. So were they a bit upset that they didn't find that out until a month before closing? Yes. But again, it's it's hard to know upfront what's material and whatnot material. But when you've got people like Jay, and hopefully myself, we've done a lot of things. We know the questions to ask so that anything that's likely to be material to the seller buyer is brought to the forefront in the LOI and not oh, by the way, somewhere down the road.

Jay Stucki  29:48

Now, let me add to that that Well, typically when you're talking about the traditional things, non non compete covenants or restrictions on territories Tell coverage, those tend to be pretty well understood and easy to negotiate with, as long as you have that expectation upfront, and you know, that it needs to be dealt with. I would say that, you know, we spend more time on, really the contribution and rollover or time as it relates to the role of the physicians when they become partners, how you bring in an associate physician, who participates in the compensation pool, what say you have an expenses, how the MSO is going to interact? Who's going to be the medical director? Those tend to be the more complicated negotiated issues than your traditional Oh, yeah, there's there's an expected now to compete, you know.

Griffin Jones  30:48

What, what level of detail, are you negotiating those things in the LOI?

Jay Stucki  30:54

Only, from the standpoint that it's a concern for either the buyer or the seller. And I think that's where Richard sits down. And he talks with this sellers and says, Okay, you know, let's talk about the warts. Let's talk about the problems, let's talk about your goals. And once you know, those, it's not that you have to necessarily expose them. But it allows you then to know what to work with, and what's important and what needs to go in the LOI and the you, you know, we're also concerned I know, Richard is, and I am, I don't want to start down a process where I know there's a problem. And then at the end, say, oh, save, by the way, no, you address it upfront. And, again, if you know the war, you know how to address it, and you don't catch anybody off guard. It is developing trust in my negotiations with opposing counsel, that we're all on the same page, we're all trying to get to the same goal. So it's not about hiding the ball. It's about vetting this upfront. And if it's important, as Richard says, we then included in the loi, if it doesn't look like it's important, then we back off. But the LOI is usually a compilation of five, six meetings between the parties through these discussions to make sure that everybody understands if there's an issue, let's get it in the LOI. And then, you know, the standard things, like I said, about the non compete, those tend to just be an expectation that everybody already knows how to deal with.

Richard Groberg  32:32

Yeah, Griffin, people who've never been through this before, the expression I use is you don't know what you don't know about the process. And when you've been through this, as many times as I have, as buyer seller, being sold to a group representing private equity, and now representing sellers, and with Jays experience, if we at least are aware of these issues up fraud, talk about it with the seller, make sure that the major ones are addressed, then we avoid the surprises and problems down the road. When people spend a lot of time and money that could blow up deals, create Hill will delay things, it's just it works better to try to address the major issues up front, having awareness having been through it a bunch of times of what the pitfalls could be.

Jay Stucki  33:24

The other thing too, is that you don't want to be I can't tell you how many times opposing counsel so well, that standard language that we use. And if you don't know that and have the level of experience than the variety of different deals that you've done in the fertility industry, you are in a very difficult position to be able to come back and tell them even though they know, be able to tell them why it's not standard language or why you're gonna reject their standard language. So yeah, you really need that detail, because that's a, I think, a tool that opposing counsel uses often. Oh, that's just standard, though it isn't standard.

Griffin Jones  34:07

I want to come back to standard language. It sounds like for your discovery of how material important these different major points for the LOI are, whether it's malpractice, non competes, post closing governance, rollover equity, equity and parent company working capital and controlling documents. It sounds like that is being discovered in a process which, you said Jay, might be five or six meetings. What does the first of those meetings look like? Actually, let's go prior to the first of those meetings. What needs to happen before the first meeting?

Richard Groberg  34:42

Every representative of seller does it differently. But in my scenarios, by the time the seller is ready to move forward and negotiate to conclusion and LOI, they've shared financial information they've had calls, they've discussed the buyer strategy and philosophy. They discussed what the seller is looking for in a partner to transaction, and then the buyer proffers that LOI, which then starts the negotiating process. That process itself a little bit like a marriage prenup helps define whether they're going to be major issues or not major issues and what the working relationships like. You know, again, if you've got a buyer that is more hands on, they're going to push some issues to make sure it's a good partner, the seller does it at the appropriate time, Jay gets involved to make sure that the non-lawyers aren't missing any things and significance. Again, by the time an LOI is ready for signature, as Jay said, besides all the pre LOI processes, there's 3, 4, 5, 6 meetings and discussions and back and forth. That gets hopefully gets everybody comfortable that yes, this is this is a good mutual relationship. And, and we've got enough documented that hopefully, the lawyers won't screw it up.

Jay Stucki  36:11

Now, but there's also an initial kind of, you eyeball a situation, are the sellers really ready to sell? I mean, that's a big question. And a lot of times, it's no guys, you need to get this in order, get this corrected. Or if you sell now, you're going to run into this kind of tax issue. So maybe you want to wait or maybe we get you a high enough multiple, that it's, it's worth that tax issue trade off.

Griffin Jones  36:39

So these 3, 4, 5, 6 meetings are we talking about? These are meetings that happen after we've decided, hey, there's probably a fit here where we're going to move towards proffering an LOI, or these are these meetings are just anything that happens before the LOI is proffered. 

Richard Groberg  37:00

The way I was defining it. There's a bunch of meetings, discussions, probably at least one person before the buyer says, I really want to buy you, I'm going to send you an LOI. They have an understanding of what the seller is looking for. When that LOI comes in there then are a series of calls, Zoom meetings, team meetings, discussions, that hopefully gets to a mutually acceptable ready to sign LOI.

Griffin Jones  37:31

So before we're even at that point of saying, Yeah, we're we're ready to receive an LOI from you. We're ready to proffer you, an LOI there, you that's when you're looking at financial information, talking about the buyers strategy and philosophy. That's that's when that stuff's generally happening. Richard, even before you decide that, yeah, we're, we're ready to move to LOI?

Richard Groberg  37:58

Yes. And every buyer is different in terms of the level of due diligence they do. All of them will visit in person and make sure there's good chemistry that want to see the facilities. They'll look at financial data, operating data, pregnancy statistics, valuate, the lab try to understand the nature of the doctors who's leaving, who's staying who were the driving forces. I mean, it's a big decision for the buyer. It's not just buying for the sake of buying, and who cares what the practice looks like, people want to look good. 

Jay Stucki  38:31

But I mean, you have ownership of the lab, that's a possibility comes into play as well. But the what Richard just covered, but keep in mind, there's a nondisclosure agreement in place. That's the first step.

Griffin Jones  38:47

So the the NDA happens prior to the financial statements being, 

Jay Stucki  38:52

Right out of the chute so that you can exchange information and not have to worry about any improper disclosures.

Griffin Jones  39:00

Okay, so that kind of starts you down the road of the, of where you might be going towards the LOI and Richard, is do sellers ask for buyers financial information as well like, show me Integra Med, how, how overleveraged Are you? Are people doing that? Can they do that?

Richard Groberg  39:21

Yeah, so that's that's an interesting dance. Typically, the buyer will make a presentation and share some financial information about the practices they have and their revenue and their their earnings. Pitch, typically, not until post LOI if the sellers are taking equity in the parent, where they give detailed financial information. Because if I'm the seller, and I'm taking 20 or 30% of my proceeds and stock and the parent, I clearly have to understand the economics of the parent. You know, what's their valuation, what are their earnings, what's their corporate overhead? What are the What are the limitations on just the CEO paying huge salaries? They're not being profitability? How much debt do they have? So, but that level of detail invariably happens post LOI somewhere down the road. Now pre LOI, but especially post Integra Med, all the sellers want to understand, hey, if I'm getting stock in you, I want to understand your story and what your plans are, and what's my stock, going to be worth someday

Jay Stucki  40:30

well, not only what the stock is going to be worse, but is there even a market to sell it, you have yet to remember, these are most likely privately held companies with some kind of VC backing. And it's not like you can just turn around and say, Hey, I'm going to sell my shares to anybody, you're going to have very harsh restrictions on your ability to sell those shares. And that's where we get into the estate planning component, right? If these, if this is a long time hold, or a long time play, I think that a seller needs to the ability to be able to put their equity into some kind of estate plan, you know, trust for their children, whatever, because it's not, like there's a quick turn, we're going to sell my 20%, you know, next year.

Richard Groberg  41:20

Jay does a lot of work with the sellers on that, because the reality is, to the extent they're rolling into the parent, yeah, they're deferring their taxes on that part of the sale proceeds. But they're, they're minority equity in a private company, that hopefully someday, somewhere in the future, will sell to another private equity firm or another one of the roll up groups or maybe go public. And if they go public, you're probably going to be restricted and not get to sell anyway. So people have to understand they're going to take that stock, and they're going to stick it in the drawer somewhere and hope, in the state or trust, and hope that someday, they merge it to somebody else or sell to somebody else.

Griffin Jones  42:03

So we've signed our NDA, we've looked at each other's financial information, we've assessed some culture vet, we maybe have done a visit and well, hopefully we've done a visit by that point. And we have done some a little bit of due diligence enough to say that we want to move forward with an LOI. What is that? Maybe? And maybe there's three meetings after that. Maybe there's six meetings after that. But what is the first or the earliest meetings typically look like? 

Richard Groberg  42:31

Post LOI? 

Griffin Jones  42:32

No, this is pre LOI, but after, after some of that earliest due diligence has been done. So it's after we we've looked at the buyers philosophy, we've heard their pitch, we've, they've seen our financials, we've determined there's a fit, we want to move forward, then when we start to build and negotiate the LOI, what does that first meeting typically look like?

Richard Groberg  42:55

They sent in an LOI typically, either to me or to the sellers and me. And often it's to me first so I could push back on things that I know from the seller's perspective, date to be modified changed, are going to be acceptable, I try to keep the sellers free of getting sucked into what I call the transaction vortex as much as possible. And at the appropriate point, we may have to get back on the phone with the sellers and buyers to discuss sort of issues that can't seem to get resolved. Sometimes it's not necessary. Sometimes it is,

Jay Stucki  43:34

The LOI is a negotiated document between the partners. It's not as if they send it over and say take it or leave it.

Griffin Jones  43:41

And so those we talked a little bit about though, is that often you're not in the, you're not having the buyer, or excuse me, the seller, look at the LOI until you've had a chance to take a look at it yourself. Why keep them out of the transactional vortex?

Richard Groberg  44:05

Well, sometimes they are they do get a copy. Sometimes they don't do my job and other sellers, representatives job is to represent them know what the sellers want, don't want and try, you know, they're seeing patients all day long. They've got their lives. And so to the extent I know what they're going to accept or not accept, I never make decisions without their input, nor does Jay. But my job is to go back to this buyer. And I've never had an LOI that was like, oh, this is perfect, we're accepting it. To go back and say, can you please explain this or we need to tweak this or you've got something from a prior document you forgot to take out or we've got these issues to discuss. It's always with the direction of my sellers, Jay is the same way but what I don't want to do and part of my job is to keep the sellers from getting so caught up in that process, that it distracts them from their, their business, distracts them from patient care and taking care of their staff. And then, I mean, most of my calls with my sellers are very early in the morning or the evening, or weekends, because they're busy with patient care and, and their staff.

Jay Stucki  45:24

Well, and the physicians want to stay busy with their patient care, because they're, you know, the the multiple is going to be used, you don't want that last month to drop off, because I assure you, they are going to make sure that their calculation is a rolling, usually a rolling 12 months. And they're going to take that up to the very last minute, any data they can have. So if there's a drop off at the end, because the physicians taken away from patient care, that's a drop off in revenues, that's going to affect the, what's used in calculating the multiple.

Richard Groberg  46:03

I've seen lots of transactions, Griffin, where sellers in lots of different industries didn't have a lawyer or an advisor working with them. And they got so caught up in the in the business of the transaction that their practice suffered, there started to be staff issues in affected their business, sometimes in hostile negotiations, that's a tactic. And then it affects the ultimate purchase price. Because the buyer comes in and says, hey, the last three months, your business has deteriorated 20%, it's not worth as much.

Griffin Jones  46:43

So you're talking about part of part of it is convenience, part of it is so that the physician is able to remain productive, but is there also a component of it so that they don't get too invested early on it. So if they start to invest so much of their time they start to be in every meeting, if they that they start to become too invested into the sale, and that gives the buyer more leverage. Is that is that it play at all?

Jay Stucki  47:09

I would say no, just from the standpoint that, you know, if if I don't think this is a deal that can be done at the end, I would have be upfront with the physician from the get go. And, you know, good advisors not going to get you to the point of an LOI if he doesn't believe that it's a good fit. And that's not only from the Richard perspective as a consultant, but from the attorney perspective. The last thing we want

Richard Groberg  47:36

 That continues all the way through to the closing

Jay Stucki  47:40

Right, the last thing you want is, you know, legal, your client telling their attorney, you know, what, what the heck did you get me into? And so, you know, I love it at the end of the day, when my clients come back to me and say, Jay, not only did you do a great job, but you benefited all the other physicians are in the group, because you saw things that they didn't it that the MSO recognize, they need to adjust that now benefits the hall. Boy, we wish they could pay your bill. But great job. And that's the goal. That's that satisfaction, what I look for at the end of the day, but that's in the forefront of my mind from the get go.


Richard Groberg  48:21

Yeah, Griffin from from an analogous situation an RE, who runs his practice has people in the practice who do their jobs better than they can that that facilitate or leverage their ability to holistically run the practice. When it comes to these transactions, with the hundreds of hours that Jay and other lawyers invest that I work on. They're trusting the experts to do what they need to do on behalf of the sellers. And but to make sure they never get surprised. You know, Jay Jay, invest hundreds of hours going back and forth with the lawyers. And it's his job to make sure that he knows what the seller will and won't do. And when there were major issues, explain it and make sure the seller knows what they're getting into on all these subtle, subjective issues. But if the seller had to do all that in his or herself, first of all, they might not have the expertise to do it, even if they think they do, but their practice would suffer. 

Griffin Jones  49:23

Jay, it might be unethical to enter into an LOI with more than one buyer. Is it illegal?

Jay Stucki  49:31

No. But typically, you're, you will not see an LOI that doesn't have an exclusivity clause. In other words, nobody wants to, you know, it's very expensive, very time consuming. I mean, you're talking about hundreds of 1000s of dollars on any significant transaction. And nobody wants to say hey, what do you mean? I'm one of three horses in the race. Right? So that's where the importance of the upfront work. comes in to make sure that that's the horse, you want to hitch your wagon to, to make sure. And of course, if you're the buyer, you want the exclusivity because you're not going to go down the road and have the carpet pulled out from under you at the last minute.

Griffin Jones  50:14

From your vantage point, having done a number of these deals, what percentage would you say of LOIs do not result in a deal between that buyer and seller?


Jay Stucki  50:24

I think it depends on the industry. In the fertility industry, I've never had one not go through. But I think that's because I try to team up with people like Richard, who we set the table before, hey, we know what we're getting into. And we're not trying to take somebody down the path of an unknown. And let's hope for the best. Like I said earlier, if I don't think I can get this deal closed, I'm going to tell you that upfront, when I get an LOI that's already been signed, as opposed to draft or, yeah, I study it very closely. I'll call Richard, I'll call the client. And I'll good drill down and go through the questions to make sure that I understand what was behind it. And there are representations that I've declined. So, you know, to the extent maybe that LOI didn't go through, yeah, that's a real possibility. But I wasn't involved at that point, because I never took the assign.


Griffin Jones  51:23

So that wasn't necessarily my understanding. You know, I wasn't in the RMA, New Jersey, Shady Grove deal that didn't happen, what it was, what was it seven years ago, or something like that. But there was almost certainly an LOI in place there. And I don't have specific details I'm inferring a lot. But something didn't happen there. So my understanding was that it was more common. Jay, it seems like it's it's not so common for, for parties once once the LOI is in place for for them not to do the deal

Jay Stucki  51:53

I'm sure there's a lot of LOIs that collapse I, I represent a different group of entities in a different industry that run into the same issues of licensing corporate practice of medicine type analogy. And yeah, there's LOIs there that collapse all the time. So I'm sure they're out there. What I'm trying to distinguish is that, you know, if you can separate the wheat from the chaff, you can pick and choose. And I've been fortunate that I'm able to pick and choose those deals that I believe are workable that will produce that I'm not wasting my clients time. And so I maybe I can't really answer your question globally. But from the standpoint of those deals that I I'm selected for, and that I want to participate in, in the fertility industry, I'm batting nearly 100%.

Griffin Jones  52:51

So we've negotiated the LOI at this point what needs to happen before it's finalized. So, you know, Richard has torn it apart, Jay has torn it apart. Now are all the parties brought back in to review the document together? Are you reviewing it with the seller separately? And then buyer's counsel is reviewing with them separately? How, what how is the how is the LOI finalized before everybody signs it?

Richard Groberg  53:17

Well, I'm in the negotiations go back and forth. And both parties at some point, reach a point where they go, okay, there are no more open issues. And then everyone gets final changes or reviews that make sure that everything that was supposed to be changed, got changed the way it should, and then everybody signs.


Griffin Jones  53:34

Do you all review that together, though? You know, in the same Zoom meeting, or the same boardroom, or that can just happen, as each line

Richard Groberg  53:42

Modern technology, DocuSign, or whatever your poison is.


Jay Stucki  53:46

And let me tell you, there's also an underlying thing that we look for, in these back and forth meetings on the LOI, and that's the sense of cooperation, is everybody looking for the same goal? Because inevitably, there's going to be some clarification that's going to come up under the LOI that needs to be vetted when you get into the due diligence and the definitive documents. And if you don't have that sense of cooperation when you're negotiating the LOI, that's kind of a red flag from the start.


Griffin Jones  54:21

I'm glad we zoomed in on the topic of LOI so today we could have gone a lot broader but I like as I have experts on more frequently to dig deeper in particular topics. And we spent an entire episode talking about the letter of intent, which I think is really useful for folks. And it also gives me about 90 different ideas for follow up episodes that we could have you each back on because any one of those major points for LOI could be its own episode topic, but I will let each of you conclude, what does our audience need to know about letters of intent before they sign one to sell their practice?

Jay Stucki  55:02

I think you have to be upfront with your counsel or your advisor as to what your real goals are, you've got to drop your guard, you know, if you are really wanting to retire sooner than later, that's absolutely critical if you have health issues, and you know, you kind of kept it kind of behind the scenes or private, you need to disclose that. And so, you know, with attorneys, you get attorney client privilege that attaches right away with advisors, they have their own separate agreements. But it really is important to understand the client, and what their goals are, what their concerns are, what the warts are. And if I have that upfront, I can get you a good LOI. Absolutely. And it may not be with the the buyer that you wanted. But take the fertility industry, you know, there's four or five, companies always looking for a good acquisition. And so you're able to shop and see who might be the best bet.

Richard Groberg  56:09

And I think some my perspective, Griffin, like I've said before, it's not the final document, but there should be enough specificity detail based on the buyer and sellers goals, that it's an important governing framework. So all the work that has to be done after, and it needs to be taken very seriously, it's a lot like getting engaged. People are going to spend a lot of time and money soon as that document's signed. And you don't want surprises down the road. You don't want major problems down the road. And as Jay said, hopefully by the time that LOI is fully negotiated, the parties have a good working relationship. There's still going to be issues, there's still going to be some battles fought, hopefully between the lawyers, but it's an important stepping stone to the rest of what will happen. And I'm still seeing problems in some deals that haven't closed yet, because the LOI was unclear on some things.

Griffin Jones  57:13

Jay Stuki, Richard Groberg. Thank you both very much for coming on to the inside reproductive health podcast.

Jay Stucki  57:19

Glad to be here.

Richard Groberg  57:21

Thank you, Griffin. Appreciate what you're doing to the industry.

Sponsor  57:24

This episode was brought to you by bundle, you may be able to receive a free list of financially qualified IVF patients across the US and Canada. Email Courtney cbarrett@bundlfertility.com. That's cbarrett@bundlfertility.com. Today's advertiser helped make the production and delivery of this episode possible for free to you. But the themes expressed by the guests do not necessarily reflect the views of inside reproductive health. Nor of the advertiser, the advertiser does not have editorial control over the content of this episode. And the guests appearance is not an endorsement of the advertiser. You've been listening to the inside reproductive health podcast with Griffin Jones. If you are ready to take action to make sure that your practice thrives beyond the revolutionary changes that are happening in our field and in society. Visit fertilitybridge.com To begin the first piece of the fertility marketing system, the goal and competitive diagnostic. Thank you for listening to Inside Reproductive Health.