Why we designed a term sheet that protects both investor returns and company mission
I've been building privacy-first technology for over a decade, but when I started Cirdia, I realized something fundamental: the trust crisis in women's wellness isn't really a technology problem—it's a governance problem.
The pattern is predictable. Companies launch with good intentions, gain user trust, then optimize for extraction as they scale toward a high-multiple exit. It's not malice—it's the inevitable outcome of governance structures that prioritize infinite growth over sustained stakeholder value.
The headlines tell the story: Meta facing jury decisions over Flo privacy violations, 23andMe data vulnerabilities, and that endless cycle of \"we take your privacy seriously\" followed by policy updates that chip away at protections.
The buck stops at governance. Companies like Johnson & Johnson proved that constraining decisions with core values creates lasting competitive advantage—but that only works when the governance structure supports those constraints. In tech, we've never seen this model succeed with privacy because traditional funding structures eventually force companies to optimize away their differentiating values.
At Cirdia, we're building privacy-first wellness wearables with a governance structure designed to prevent this cycle. We're applying the Johnson & Johnson approach to tech: let core values guide decision-making. But unlike companies of the past, we've designed our capital structure to support this approach rather than undermine it.
Our approach recognizes a simple truth: founders and investors want exits, and those who take the earliest and greatest risks deserve higher rewards.
Our innovation is a term sheet and structure that honors both stakeholder promises and investor expectations.
We're raising $1.5M in two-part preferred equity. The core security provides a 5x capped return—that's a projected after-tax IRR of over 35%. The second part is a Performance Participation Warrant that offers a potential for additional, performance-based dividends, ensuring uncapped upside. Founders and investors get the exits they want through a community-based buyout, not a high-multiple exit. The company gets governance that can't be compromised by late-stage valuation expectations that would force us to optimize away our core differentiators.
This isn't charity—it's insurance against the \"enshittification\" cycle that destroys long-term value for everyone except the last buyer in the chain.
Recent market conditions—from stalled IPOs to high-profile privacy lawsuits—are highlighting risks that weren't fully priced into traditional tech valuations. The regulatory and reputational costs of extraction-based models are becoming material business concerns. Forward-thinking investors are beginning to see stakeholder trust as a quantifiable competitive advantage.
Our Public Benefit Corporation structure provides guardrails that create competitive advantage in a market where consumer trust has become the ultimate differentiator. We're building for where the world is heading: a place where privacy isn't a feature you bolt on but a foundation you build from.
The opportunity isn't to disrupt privacy promises—it's to build promises into the business structure itself.
We're looking for investors who understand that some of the best companies in history succeeded by never compromising their core values—and who recognize that today's investment landscape requires new structures to support that approach.
Our term sheet is designed to deliver a great return while ensuring we can never optimize away the stakeholder trust that drives those returns. We’ve committed in our corporate charter to a board fiduciary duty to facilitate a community-based buyout, providing a clear path to a tax-advantaged exit for all stakeholders.
If you're interested in being part of a company that can follow the J&J playbook in the modern era, let's talk.
Timing matters. Every dollar committed by September accelerates our manufacturing schedule, ensuring we arrive at Kickstarter not just with prototypes, but with production-ready confidence. That momentum carries into our DTC strategy, letting us scale faster while the market is primed. With a rolling close, the earliest investors directly shape this trajectory.
Our investor materials are available at cirdia.com/invest. We're specifically seeking partners who understand that the future of tech isn't just about better products—it's about better ways of doing business.
","content_text":"Why we designed a term sheet that protects both investor returns and company\nmission\n\nI've been building privacy-first technology for over a decade, but when I\nstarted Cirdia, I realized something fundamental: the trust crisis in women's\nwellness isn't really a technology problem—it's a governance problem.\n\n\nWHERE PROMISES GO TO DIE\n\nThe pattern is predictable. Companies launch with good intentions, gain user\ntrust, then optimize for extraction as they scale toward a high-multiple exit.\nIt's not malice—it's the inevitable outcome of governance structures that\nprioritize infinite growth over sustained stakeholder value.\n\nThe headlines tell the story: Meta facing jury decisions over Flo privacy\nviolations, 23andMe data vulnerabilities, and that endless cycle of \"we take\nyour privacy seriously\" followed by policy updates that chip away at\nprotections.\n\nThe buck stops at governance. Companies like Johnson & Johnson proved that\nconstraining decisions with core values creates lasting competitive\nadvantage—but that only works when the governance structure supports those\nconstraints. In tech, we've never seen this model succeed with privacy because\ntraditional funding structures eventually force companies to optimize away their\ndifferentiating values.\n\n\nOUR SOLUTION: THE J&J PLAYBOOK FOR THE MODERN INVESTMENT ERA\n\nAt Cirdia, we're building privacy-first wellness wearables with a governance\nstructure designed to prevent this cycle. We're applying the Johnson & Johnson\napproach to tech: let core values guide decision-making. But unlike companies of\nthe past, we've designed our capital structure to support this approach rather\nthan undermine it.\n\nOur approach recognizes a simple truth: founders and investors want exits, and\nthose who take the earliest and greatest risks deserve higher rewards.\n\nOur innovation is a term sheet and structure that honors both stakeholder\npromises and investor expectations.\n\nWe're raising $1.5M in two-part preferred equity. The core security provides a\n5x capped return—that's a projected after-tax IRR of over 35%. The second part\nis a Performance Participation Warrant that offers a potential for additional,\nperformance-based dividends, ensuring uncapped upside. Founders and investors\nget the exits they want through a community-based buyout, not a high-multiple\nexit. The company gets governance that can't be compromised by late-stage\nvaluation expectations that would force us to optimize away our core\ndifferentiators.\n\nThis isn't charity—it's insurance against the \"enshittification\" cycle that\ndestroys long-term value for everyone except the last buyer in the chain.\n\n\nWHY THIS TIMING MATTERS\n\nRecent market conditions—from stalled IPOs to high-profile privacy lawsuits—are\nhighlighting risks that weren't fully priced into traditional tech valuations.\nThe regulatory and reputational costs of extraction-based models are becoming\nmaterial business concerns. Forward-thinking investors are beginning to see\nstakeholder trust as a quantifiable competitive advantage.\n\nOur Public Benefit Corporation structure provides guardrails that create\ncompetitive advantage in a market where consumer trust has become the ultimate\ndifferentiator. We're building for where the world is heading: a place where\nprivacy isn't a feature you bolt on but a foundation you build from.\n\nThe opportunity isn't to disrupt privacy promises—it's to build promises into\nthe business structure itself.\n\n\nTHE INVITATION\n\nWe're looking for investors who understand that some of the best companies in\nhistory succeeded by never compromising their core values—and who recognize that\ntoday's investment landscape requires new structures to support that approach.\n\nOur term sheet is designed to deliver a great return while ensuring we can never\noptimize away the stakeholder trust that drives those returns. We’ve committed\nin our corporate charter to a board fiduciary duty to facilitate a\ncommunity-based buyout, providing a clear path to a tax-advantaged exit for all\nstakeholders. \n\nIf you're interested in being part of a company that can follow the J&J playbook\nin the modern era, let's talk.\n\nTiming matters. Every dollar committed by September accelerates our\nmanufacturing schedule, ensuring we arrive at Kickstarter not just with\nprototypes, but with production-ready confidence. That momentum carries into our\nDTC strategy, letting us scale faster while the market is primed. With a rolling\nclose, the earliest investors directly shape this trajectory.\n\nOur investor materials are available at cirdia.com/invest. We're specifically\nseeking partners who understand that the future of tech isn't just about better\nproducts—it's about better ways of doing business.","image":"https://media-cdn.cirdia.com/blog-cirdia-com/production/images/item-3bea8af3f909f021bac45a1c130538ba.jpg","banner_image":"https://media-cdn.cirdia.com/blog-cirdia-com/production/media/image-922d35d73febd9427712d125d25cf476.jpg","date_published":"2025-08-20T13:00:00.000Z","_microfeed":{"is_audio":false,"is_document":false,"is_external_url":false,"is_video":false,"is_image":true,"web_url":"https://blog-cirdia-com.pages.dev/i/the-governance-problem-disguised-as-a-privacy-prob-OJp7o2BZQke/","json_url":"https://blog-cirdia-com.pages.dev/i/OJp7o2BZQke/json/","rss_url":"https://blog-cirdia-com.pages.dev/i/OJp7o2BZQke/rss/","guid":"OJp7o2BZQke","status":"published","itunes:title":"Mary Camacho","itunes:episodeType":"full","date_published_short":"Wed Aug 20 2025","date_published_ms":1755694800000}}],"_microfeed":{"microfeed_version":"0.1.2","base_url":"https://blog-cirdia-com.pages.dev","categories":[{"name":"Health & Fitness"},{"name":"Technology"}],"subscribe_methods":[{"name":"RSS","type":"rss","url":"https://blog-cirdia-com.pages.dev/rss/","image":"https://blog-cirdia-com.pages.dev/assets/brands/subscribe/rss.png","enabled":true,"editable":false,"id":"dBXR_fcmwxX"},{"name":"JSON","type":"json","url":"https://blog-cirdia-com.pages.dev/json/","image":"https://blog-cirdia-com.pages.dev/assets/brands/subscribe/json.png","enabled":true,"editable":false,"id":"LS9clj_DZDP"}],"description_text":"","copyright":"©2025 Cirdia™","itunes:type":"episodic","items_sort_order":"newest_first"}}