Welcome back to Office of the Venture CFO, our monthly series where we talk to the people actually running finance at top venture firms. Last week, we looked at how venture CFOs contribute to fundraising. This month, we’re sitting down with Win Chevapravatdumrong, who runs finance, legal, and compliance at M13 and sits on the firm’s Propulsion team.
Win came up in the tech world as an electrical engineer. Later, he moved into startup law handling venture fundraising and M&A, and served as a general counsel and interim CFO before joining M13. That range shapes how he runs the function across three funds and just over two billion in AUM.
The following content is provided for informational purposes only and should not be construed as personal legal, tax, investment, or financial advice. The transcript below has been edited for length and clarity.
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The Advantage of Wearing Every Hat
Venture5: You wear a lot of hats at M13, running finance, legal, and compliance, and sitting on the Propulsion team (a group of former operators at M13 who support portfolio companies). Where’s the most powerful part of that intersection?
Win: I think of it as efficiency and streamlining. Because I own compliance and legal, I sit in every IC meeting from the outset of a deal, right alongside the investing team, so I’ve got full context on the thesis, the risks, and the structure. That means I don’t come in cold, and neither does our finance function. I run the formal IC approval process and close the deals, so by the time we’re near closing I can turn to my finance colleagues, confirm we’re ready to wire, and hit the button. They’ve been brought along the whole time, so they know the timing.
Venture5: And the moment a deal closes?
Win: Finance, legal, and Propulsion already know. The information flows into our fund admin and internal systems, and the Propulsion team can start supporting the new portfolio company right away. The whole idea is to make everyone’s job easier, to help the investing team get their deals done and free up their time to keep meeting founders and running diligence. That end-to-end view, given how I sit across all those functions, is where a lot of the value is.
Inside M13’s Propulsion Team
Venture5: Propulsion is a big part of the M13 model. What is it?
Win: It’s my favorite thing to talk about here. It’s why I joined, and I think it’s our biggest differentiator in the market. Propulsion is a team of former operators, people who’ve been everywhere from the ground floor of a startup to public companies and have seen every stage of growth and every kind of fundraise. Our job is to plug gaps across the teams of our portfolio companies. We invest at seed and Series A, and you’d never expect a leadership team at that stage to have seen everything, so we offer support where we can and help them make better day-to-day decisions. Our founders built the firm on the thesis that being a former operator makes you a better investor, so we over invested in Propulsion from day one, in a way you don’t normally see at other firms.
“It’s my favorite thing to talk about at M13. It’s why I joined here and what I think our biggest differentiator is in the market.”
Venture5: How does that show up on the finance side?
Win: Early on I wanted the right systems and infrastructure in place. What gets measured gets managed, so we centralized everything to house both our investment information and our portfolio metrics in one place, moving off spreadsheets. Once you have real-time information from your portfolio companies, it unlocks a lot. Today we can run automated monthly checks that flag when a company’s metrics move by more than a set amount, so we get a notification and can decide whether it’s something the Propulsion team should look at, or something to flag to the deal lead or a board member, without manually digging in. We keep iterating on that.
Venture5: When do you get directly involved with a portfolio company?
Win: There’s a proactive side and a reactive side. Proactively, we run programs we call Labs, diagnostics or health checks that measure a company against the market. We’ve got pricing labs, sales labs, talent labs, and on my side legal labs, where we’ll go in, analyze what a company is doing, and point to where they could level up. Reactively, founders may have questions about anything under the sun, a vendor contract, sales and use tax, whether their insurance is up to snuff, or an intro to the right broker.
Why the Finance Team Owns the Fund Model
Venture5: Tell us about the team and how finance is set up.
Win: We’re a small but mighty team for our scale. There’s a VP of finance, a controller, and a senior accountant working alongside me. On the FP&A side, our VP of finance sits down monthly with our head of investing to go over where each fund stands on performance, deployment, and reserves readiness, so the investing team has current information when they decide whether to be aggressive or more selective.
Venture5: You mentioned the team owns the model. Why does that matter?
Win: It sounds obvious, but the finance function is closest to the strange nuances of a fund, things like the size of fee-paying capital commitments, defaulted LPs, and how much to reserve for management fees and expenses. As the lawyer, I have our LPA, so I know what those numbers should look like, and the accounting team is looking at the real expenses. That lets us feed accurate inputs into the model instead of back-of-the-envelope math, and all of that drives the outputs you need to set reserves, allocations, and deployment for the coming quarter. On the accounting and tax side, our controller and the team close the books monthly and quarterly and handle the annual audit and taxes. I support and keep things moving.
Venture5: How do you decide what to run in house versus outsource?
Win: We use the same standard roster as everyone else, a fund admin, outside tax, outside audit, and outside counsel. But we probably do more of the day-to-day ops ourselves. I like having that internal and institutional knowledge to keep things moving faster, the same way my deal background lets me translate and move things along on the legal side rather than fully outsourcing it.
Venture5: And working with the fund admin day to day?
Win: It’s constant communication. At the end of the day it’s a service business, so it comes down to making sure they understand what we care about, how we like to see things, and the questions we’re going to ask, so they can get ahead of things for us.
Venture5: For a smaller firm without a dedicated finance team, any best practices on reserves?
Win: Nothing mind-blowing. Have the right model in place and be prepared. If you don’t have the in-house function to track it daily, stay on top of your deployment and work closely with your fund admin so you’re real time on what you set out to do from day one.
How Win Coaches Founders on Venture Debt
Venture5: How do you approach the topic of venture debt with founders?
Win: A lot of early-stage founders don’t know whether they should raise debt or how to weigh it alongside an equity round, so we help them work through it. We know what’s out there in the market in terms of good terms, so we’ll review venture debt term sheets, and we’ll make introductions across the banks and venture debt funds we have relationships with. We walk a founder through both thinking about debt and actually raising it. Sometimes we’ll plug in on the modeling for a stretch, then hand off to a fractional CFO so they can run with it.
Venture5: What tends to come up most with founders?
Win: It’s usually about market terms, what warrant coverage a bank is looking for, where the interest rate sits, what they’re requiring. So a lot of it is just knowing what’s out there. But we also weigh that against the practical side, like the pain of switching banks and moving all your accounts. A lot of what we talk about is the operational and practical elements alongside the economics and any legal issues.
Venture5: You mentioned warrant coverage. Can you explain that and why a founder should care?
Win: In a venture debt term sheet, especially with the big banks, the lender will often ask for a warrant to purchase some percentage of the company, usually in common stock, sometimes preferred. It’s an option to buy in the future that just sits on the cap table. A founder should care because it’s dilution they should be aware of, and it hangs out there for a good chunk of time, sometimes ten years or longer, which can raise concerns for stockholders or investors down the line. You have to weigh the pros and cons of it.
“[Venture debt often includes] dilution to the cap table that they should be aware of, and it just hangs out there for a good chunk of time, sometimes 10 years, sometimes even longer.”
Venture5: In the very large rounds now, say, an $80 million Series A or a $200 million Series B, are you seeing much debt?
Win: With rounds that size, I don’t think you’re seeing much debt in the initial announced round. Those tend to be all equity, right down the middle of the fairway. It’s very possible that on the back of that a company goes out and raises a debt round of roughly 20 to 25 percent of that size, but the announced round is mostly equity. And the considerations are fairly consistent across a straight software company, a SaaS company, or other verticals. It really just depends on where the company is and what it’s looking for strategically.
About Win Chevapravatdumrong
A partner and head of finance and legal, Win has served in senior leadership roles at numerous consumer technology companies, including as General Counsel of MasterClass and early-stage startup Vessel (acquired by Verizon), as well as senior legal and business affairs roles at Hulu. A former electrical engineer, he started his legal career as a corporate attorney at Latham & Watkins.
