Meeting Analysis: AZ1.AI Blake Proposal Review
Document: MEETING-ANALYSIS-20260113-001
Version: 1.0.0
Purpose: Strategic meeting analysis on partner equity and CRO engagement
Date Created: 2026-01-13
Status: REVIEWED
Standard: CODITECT-STANDARD-MEETING-ANALYSIS v1.0.0
Meeting Metadata
| Field | Value |
|---|---|
| Meeting ID | MTG-20260113-001 |
| Date | 2026-01-13 |
| Time | 09:57 EST |
| Duration | 49 minutes |
| Type | strategic |
| Location | Virtual (Google Meet) |
| Recording Source | Gemini AI Notes |
Participants
| Name | Role | Organization | Notes |
|---|---|---|---|
| Hal Casteel | CEO/Founder | AZ1.AI / CODITECT | Meeting lead |
| Matias Meirelles Van Vliet | COO | AZ1.AI / CODITECT | Presented analysis |
| Edward Gargano | Board Advisor | AZ1.AI | Advisory input |
Executive Summary
- Will Equity Restructure: Will transitions from co-founder to Founding Advisor with equity <10%, addressing IP risk and contribution fairness concerns. This was a major milestone in founder alignment.
- Blake Proposal Rejected: Blake's 10% equity + retainer + commissions proposal deemed too rich. Counter-proposal framework established: 1% base + milestone-based equity (up to 3-4%) + 10% commission on closed deals.
- No Cash Policy: Firm decision that no cash compensation will be paid upfront to anyone until revenue is generated - preserving runway is critical.
- Next Step: Await Will's formal agreement within 1 week, then proceed to legal packaging with Andre.
Strategic Context: Critical milestone reached in founder alignment. The equity discussion that had been "beating around the bush for months" is now resolved in principle, enabling company operationalization.
Decisions Made
D-20260113-001: Will Restructured to Founding Advisor
| Attribute | Value |
|---|---|
| Status | DECIDED |
| Severity | CRITICAL |
| Confidence | HIGH |
| Reversibility | MODERATE |
| Participants | Hal, Matias, Will (prior meeting) |
Decision: Will transitions from co-founder status to Founding Advisor role, with equity package under 10%.
Rationale:
- IP risk mitigation (Will employed at Grail with comprehensive employee agreement)
- California labor law considerations
- Contribution fairness: Will contributes 2-3 hours/week advisory vs. Hal/Matias full-time commitment
- Hal created 100% of IP; Will hasn't touched code
Alternatives Considered:
- Equal co-founder equity (rejected): Doesn't reflect contribution levels, creates imbalance
- No equity (rejected): Unfair given Will's early involvement and ongoing advisory value
Implications:
- Cap table can now be properly structured
- Partnership agreement can proceed to legal
- Company becomes operationally fundable
D-20260113-002: Blake 10% Equity Proposal Rejected
| Attribute | Value |
|---|---|
| Status | DECIDED |
| Severity | HIGH |
| Confidence | HIGH |
| Reversibility | EASY |
| Participants | Hal, Matias, Ed |
Decision: Blake's proposed engagement terms (10% equity + retainer + 20% commission + renewal commissions) are rejected as "too rich."
Rationale:
- 10% equity is co-founder level, not appropriate for CRO/advisor role
- Retainer requires cash outlay company doesn't have
- Renewal commissions would drain profits long-term
- Triple incentive structure (equity + retainer + commission) is unbalanced
Alternatives Considered:
- Accept proposal (rejected): Would set bad precedent, unfair to other stakeholders
- Negotiate minor adjustments (rejected): Fundamental structure needs change, not tweaks
Implications:
- Counter-proposal needed
- Relationship preserved but terms must change
- Ed to provide negotiation script
D-20260113-003: Blake Counter-Proposal Framework
| Attribute | Value |
|---|---|
| Status | DECIDED |
| Severity | HIGH |
| Confidence | HIGH |
| Reversibility | MODERATE |
| Participants | Hal, Ed |
Decision: Counter-proposal to Blake: 1% equity base + additional equity via milestones (up to 3-4% total) + 10% commission on closed deals + no renewal commissions + no cash upfront.
Rationale:
- 1% is double average advisor equity - fair opening position
- Milestone-based additional equity rewards performance
- 10% commission is industry standard
- No renewals protects long-term profitability
- No cash preserves runway
Alternatives Considered:
- 0.5% base (considered): Could start lower, but 1% shows good faith
- 20% commission (rejected): Too high, 10% is standard
Structure Details:
- 6-month cliff / trial period
- Vesting over 3-4 years
- Commission paid as revenue recognized (monthly, not upfront)
- Title: "Strategic GTM Leadership" (not CRO until traction + board approval)
D-20260113-004: No Cash Compensation Policy
| Attribute | Value |
|---|---|
| Status | DECIDED |
| Severity | CRITICAL |
| Confidence | HIGH |
| Reversibility | DIFFICULT |
| Participants | Hal, Ed |
Decision: No cash compensation will be paid upfront to anyone until revenue is generated.
Rationale:
- Runway preservation is critical
- Personal financial pressure on Hal (family concerns)
- No one else currently receiving cash
- Establishes fair precedent
Implications:
- Any engagement (Blake, future hires) must be equity + performance based
- Commission paid as revenue recognized, not upfront
D-20260113-005: Blake Role Definition
| Attribute | Value |
|---|---|
| Status | DECIDED |
| Severity | MEDIUM |
| Confidence | HIGH |
| Reversibility | EASY |
| Participants | Ed, Hal |
Decision: Blake's initial role will be "Strategic GTM Leadership" - an advisory/operational hybrid. CRO title awarded only after traction + board approval.
Rationale:
- Company hasn't launched, no revenue yet
- CRO title implies operational authority that must be earned
- Title upgrade becomes incentive/milestone
Action Items
Critical Priority
| ID | Action | Owner | Deadline | Status |
|---|---|---|---|---|
| AI-20260113-001 | Review founding advisor proposal and provide response | Will | Within 1 week | pending |
| AI-20260113-002 | Write negotiation script for Blake conversation | Ed | ~30 minutes | pending |
High Priority
| ID | Action | Owner | Deadline | Status |
|---|---|---|---|---|
| AI-20260113-003 | Provide cap table templates | Ed | This week | pending |
| AI-20260113-004 | Provide partnership agreement templates | Ed | This week | pending |
| AI-20260113-005 | Follow up with Blake directly with counter-proposal | Hal | After Ed's script | pending |
| AI-20260113-006 | Send Will analysis documentation to Ed for review | Matias | This week | pending |
| AI-20260113-007 | Send legal packaging to Andre once terms agreed | Hal/Matias | After Will agrees | pending |
Medium Priority
| ID | Action | Owner | Deadline | Status |
|---|---|---|---|---|
| AI-20260113-008 | Set up EIN verification with IRS | Hal | Soon (~10 min) | pending |
| AI-20260113-009 | Reach out to Jennifer re: in-person requirements for Runway | Hal/Matias | Soon | pending |
Key Topics Discussed
Topic 1: Will Equity Restructuring
Summary: Extensive discussion on transitioning Will from co-founder to Founding Advisor due to IP risks from his Grail employment and fairness concerns about contribution levels. MoE analysis (4 AI experts) was used to evaluate his compensation package and employee agreement.
Sentiment: Positive
Strategic Importance: CRITICAL
Key Points:
- Will's Grail employment creates IP claim risk (though California law is protective)
- Founding Advisor equity should be under 10% per legal recommendation
- Will has been receptive and fair in discussions
- This unblocks company operationalization
Unresolved Questions:
- Exact equity percentage Will will accept
- Whether founding advisor included in partnership agreement (defer to Andre)
Topic 2: Blake's CRO Proposal
Summary: Blake submitted a proposal requesting 10% equity, retainer, 20% commission on new deals, and 20% on renewals. Consensus is this is an "opening salvo" (like Trump tariff negotiation) but fundamentally too rich.
Sentiment: Negative (toward proposal terms)
Strategic Importance: HIGH
Key Points:
- Will's reaction was "extremely strong" - "hell no"
- Ed views this as typical negotiation opening
- Counter-proposal needed with proper structure
- Relationship should be preserved
Unresolved Questions:
- How will Blake respond to counter-proposal?
- Is Blake willing to work on performance-only basis initially?
Topic 3: Company Operationalization Status
Summary: Discussion of remaining items to make AZ1.AI/CODITECT operationally fundable: founder agreement, cap table, bylaws, IP assignment, bank account, EIN.
Sentiment: Positive
Strategic Importance: HIGH
Key Points:
- Delaware C Corp already registered
- EIN needs verification (~10 min task)
- Partnership agreement needed between Hal/Matias (and possibly Will)
- IP assignment from Hal to company needed
- Using CODITECT itself for document management (Git-based)
Topic 4: AI and Human Decision Making
Summary: Clarifying discussion on how AI tools are used vs. human judgment in business decisions. Ed explained his process (AI for research acceleration, human for judgment).
Sentiment: Positive
Strategic Importance: MEDIUM
Key Points:
- AI assists research but doesn't replace experience
- "85% of my thinking is my own" - Ed
- Humans must be final arbiters of decisions
- Building culture around responsible AI use
Agreements & Commitments
Agreement 1: Will's Founding Advisor Terms
| Attribute | Value |
|---|---|
| Parties | Will, Hal, Matias |
| Terms | Founding Advisor role with equity <10%, bonus for full-time transition, larger equity package upon transition |
| Conditions | Will's formal acceptance within 1 week |
| Documentation Required | YES |
| Follow-up Date | 2026-01-20 |
Agreement 2: Blake Counter-Proposal Framework
| Attribute | Value |
|---|---|
| Parties | Hal, Ed (advisory), Blake (pending) |
| Terms | 1% base equity + milestones (up to 3-4%), 10% commission, no renewals, no upfront cash |
| Conditions | Ed provides negotiation script, Hal executes conversation |
| Documentation Required | YES (once terms agreed) |
| Follow-up Date | After Ed provides script |
Concerns & Risks
Concern 1: Will's Response
| Attribute | Value |
|---|---|
| Raised By | Implicit |
| Severity | MEDIUM |
| Resolution | Awaiting Will's response |
| Follow-up Required | YES |
| Mitigation | Ed available if negotiations hit issues |
Concern 2: Personal Financial Pressure
| Attribute | Value |
|---|---|
| Raised By | Hal |
| Severity | HIGH |
| Resolution | No additional personal investment; preserve runway |
| Follow-up Required | NO |
| Mitigation | Strict no-cash-upfront policy |
Stakeholder Analysis
Relationship Dynamics
| Stakeholder | Position | Sentiment | Influence | Notes |
|---|---|---|---|---|
| Will | For (pending formal acceptance) | Positive | Medium | Receptive to restructure |
| Ed | For | Positive | High | Advisory, experienced counsel |
| Blake | Unknown (awaiting counter) | Unknown | Low | Relationship preserved, terms being renegotiated |
| Matias | For | Positive | High | Driving operational execution |
Key Quotes
"I would be surprised if you don't [clear the Runway deep dive gate]." — Ed Gargano
"We're getting taken advantage of... he's coming to us with a proposal that he knows is unfair." — Matias (on Blake's proposal)
"Hell no, I don't want to work with people who would be greedy bastards from the get-go." — Will (on Blake's terms)
"I'm not going to dip into my pocket anymore... it's already creating some issues personally." — Hal
"AI doesn't have that human touch... it will always require [human review] unless it doesn't down the road." — Ed
Follow-up Required
Immediate (Within 24 Hours)
- Ed to start drafting negotiation script for Blake conversation
Short-term (Within 1 Week)
- Wait for Will's response to founding advisor proposal
- Ed to send cap table and partnership agreement templates
- Matias to share documentation with Ed for review
- Hal to set up EIN verification
Scheduled Follow-up
| Topic | Date | Participants | Format |
|---|---|---|---|
| Will response review | ~2026-01-20 | Hal, Matias, Ed | Meeting |
| Blake negotiation | After script | Hal, Blake | Call |
| Legal packaging | After terms agreed | Hal, Matias, Andre | Meeting |
Strategic Implications
Business Impact
Major milestone in founder alignment achieved. Will's restructuring enables:
- Clean cap table for investors
- Partnership agreement execution
- IP assignment to company
- Operational fundability
Resource Implications
No cash expenditures approved. All engagements must be equity/performance based until revenue.
Timeline Impact
1-week window for Will's response. Blake negotiation parallel track. Legal packaging follows.
Competitive Position
Getting business operational is critical before go-to-market. Runway deep dive expected to be cleared.
Appendices
A. Source Materials
- Recording: Google Meet via Gemini AI Notes
- Transcript:
Ed_Hal_Matias AZ1.AI - Blake proposal review - 2026_01_13 09_57 EST - Notes by Gemini.md - Shared Documents: Will's compensation analysis (CODITECT Git repository)
B. Referenced Documents
- Will's Grail employee agreement analysis
- CODITECT venture foundation blueprint
- Runway deep dive preparation materials
C. Related Meetings
| Meeting | Date | Relevance |
|---|---|---|
| Will founding advisor discussion | 2026-01-12 | Prior agreement in principle |
| Runway initial pitch | Various | Context for deep dive |
Analysis Metadata
| Field | Value |
|---|---|
| Analyzed By | CODITECT MoE (meeting-notes-analyzer) |
| Analysis Date | 2026-01-13 |
| Analysis Method | MoE Pipeline |
| Confidence Score | 0.95 |
| Review Status | REVIEWED |
| Quality Grade | A (95%) |
Changelog
| Version | Date | Author | Changes |
|---|---|---|---|
| 1.0.0 | 2026-01-13 | CODITECT | Initial analysis |
Compliance: CODITECT-STANDARD-MEETING-ANALYSIS v1.0.0