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Gary Sheng & Dr. Lael Alexander Partnership Framework

Date: June 10, 2025
Parties: Gary Sheng, Dr. Lael Alexander
Legal Review: John Montague (Corporate Lawyer)

I. Commission Structure (Revenue Generation)​

Commission Rate: 10% on all deals brought in by Gary Sheng

Examples:

  • $4M engineering contract = $400K commission to Gary
  • Christian Elam introduction (potential billions in revenue over multiple years)
  • Any government, corporate, or private contracts secured through Gary's network

Scope: All revenue deals are separate from equity-based company formations

II. Equity Structure for New Companies​

Default Equity Split​

  • Gary Sheng: 20% equity (baseline, adjustable based on factors below)

  • Dr. Lael Alexander: Significantly more ownership than Gary typically (e.g. 70%)

  • Dr. Lael Alexander + Gary Sheng: Together they have majority ownership and governance control forever (this is what helped Meta and Palantir stay nimble even as they took on billions in investment)

  • Note on Dilution: Obviously there would be dilution as new hires get brought on, but we should be VERY sparing of who we give any equity to.

Adjustment Factors for Gary's Equity​

  • Higher: Increased operational involvement, smaller founding team
  • Lower: Additional founding members join (e.g., exceptional founding COO from day one)
  • Baseline maintains: Standard co-CEO/Chief of Staff role

Vesting Schedule​

  • Both parties: 4-year vesting schedule
  • Purpose: Ensures continued commitment and project execution
  • Structure: Standard cliff and monthly vesting to be defined

III. Gary's Role & Responsibilities​

Position: Hybrid Co-CEO / Chief of Staff

Location Commitment: Gary would commit to living in Tulsa as close as possible to Dr. Lael Alexander just to be as effective as possible all the time.

Core Functions:

  • Strategic project management and organization
  • Product vision and narrative development
  • High-level branding and market positioning, with a note that we would hire craftspeople for logos and detailed brand books etc and ongoing design work
  • Hiring and team building
  • Executive communication and call management
  • Keeping Dr. Alexander on track and focused

Explicitly Not Included:

  • Day-to-day engineering management
  • Direct technical project management
  • Replacement of specialized engineers/PMs

IV. Governance & Investment Protection​

Founder Control Mechanisms​

  • Class F Shares (or equivalent) ensuring majority governance rights
  • Anti-Dilution Protection: Maintain control even with outside investors
  • No VC Vulture Capitalism: Structured to prevent hostile takeovers or loss of founder control
  • Reference Models: Zuckerberg/Meta, Palantir founder structures

Retroactive Rewards for Loyal Contributors to Lael and Gary's Lives​

Retroactive Contribution Philosophy: This is about retroactive recognition for people who have been loyal contributors for many years. Not a big ownership share, but enough to demonstrate our human culture of retroactive recognition and wealth distribution based on loyalty - remembering who made you, who got you there.

Dr. Alexander's Retroactive Recognition Pool:

  • Small equity allocation through Noitavonne company structure for long-term loyal contributors like Josh Lange, Joseph Lasante, and Lakeida Alexander who have been by Dr. Alexander's side for ten plus years
  • Recognition for loyalty without governance rights
  • Dr. Alexander maintains majority control of Noitavonne
  • Mechanism for rewarding other long-term team members who contributed to his success

Gary's Retroactive Recognition Pool:

  • Similarly, Gary would also create a small retroactive equity pool for people in his life that got him here as well
  • Same philosophy of recognizing those who contributed to his journey and success

V. Legal & Documentation Requirements​

Documentation Standards​

  • Zero Ambiguity: All agreements in clear, legally binding documents
  • No Informal Agreements: No handshake deals, napkin agreements, or verbal-only arrangements
  • Professional Review: All documents reviewed by John Montague (corporate lawyer)

Process Requirements​

  • In-Person Negotiations: Key agreement discussions conducted face-to-face when possible
  • Written Confirmation: All verbal agreements followed by written documentation
  • Regular Updates: Legal structure reviews as companies scale

VI. Strategic Vision Alignment​

  • Company Scale Ambition: Building trillion-dollar companies within 10 years

  • Partnership Philosophy: Long-term strategic collaboration, not transactional relationships

  • Mission Integration: Support Dr. Alexander's transformational technology and educational initiatives

  • Spiritual/Metaphorical Framework: At a high level, Gary wants to be the Vice President to Lael's President. Lael should be President of Science and Technology of Humanity (metaphorically) - this framing guides the partnership structure and decision-making hierarchy.

VII. Implementation Next Steps​

  1. Legal Structure Review with John Montague
  2. Template Agreements for commission and equity structures
  3. First Company Formation pilot using this framework
  4. Governance Documentation for founder control mechanisms
  5. Noitavonne Integration structure for existing team recognition

Note: This framework serves as the foundation for all Gary Sheng and Dr. Lael Alexander collaborative ventures, with specific terms to be detailed in individual company formation documents and commission agreements.