In a Nutshell

Can a government fund and a bank invest in a steward-owned startup? Read how Sumthing became steward-owned, closed its Series A round with institutional investors, and gave its investors a seat at the table.

13 Minute ReadCase StudyCase Study

Sumthing

Sumthing

Subtitle?

 

Executive summary

Sumthing is a Dutch impact-tech company with the mission to make nature restoration visible, transparent, and personal. Its digital platform connects businesses and individuals with vetted environmental projects and lets donors follow the real outcomes of their contribution, with many projects to choose from, from restoring corals in Thailand to planting food forests in the Netherlands.

Founded in 2021 and structured as a steward-owned company just after the first financing round in 2022, Sumthing completed its second investment round in May 2025: a EUR 1,500,000 raise led by two institutional investors, regional development agency Oost-NL and Triodos Regenerative Money Center. This round marked a real milestone for Sumthing and demonstrated more broadly that a government fund and a mission-driven bank can invest in a steward-owned startup on commercially sound terms, without compromising the ownership model.

 

The idea: a certificate is not proof

It all started with a birthday party. A friend of Mike Odenhoven, co-founder of what later became Sumthing, asked guests not to bring gifts, but to plant trees on his behalf instead. Mike organized it, pooled money among the friends, and made the payment to a tree-planting charity. And then, a second later, his inbox received a PDF certificate: Congratulations, 300 trees planted. This instant confirmation that the trees were planted left Mike puzzled.

"I thought – what is happening here?" Mike recalls. “This tells me the money is well-received. It doesn't tell me the money is well-spent."

The experience triggered something. Mike had spent his career in technology, where you can track almost anything in real time, be it a food delivery or a ride share. Yet when it came to restoring the natural world, it seemed like donors were expected to simply trust that things would work out (or, in his case, trust a standard confirmation certificate that trees had been planted). Mike started researching and found that the lack of transparency and feedback was widespread across the nature restoration sector. But he also found evidence that made him hopeful: when organizations do share real outcomes with the people who made them possible, donations triple.

Sumthing was built on that insight. The platform gives nature projects the tools to raise funds and share results through verifiable updates that show donors what their contribution actually achieved. Today, more than 100,000 people and businesses have made at least one contribution through the platform, ranging from large companies to family businesses and technology firms, with clients located all over the world. In the meantime, the Sumthing team has grown to 13 people.

69c402945ec284cc026ff792 Team

Photo: Sumthing team 

 

Discovering steward ownership

When Mike and his co-founders Gijs Schuringa and Guido de Rooij started to raise their first investment round in 2022 (a EUR 500,000 angel round) they had not yet heard of steward ownership. It was one of their angel investors who raised a question that got the co-founders thinking.

"She asked us: if this is really successful, will your grandchildren never have to work again?" Mike says. "And that was something we had never even thought about. We wanted to start this company because we were so excited about solving a problem. We did not start it to become billionaires."

So the founders started to think about how to instill this entrepreneurial drive for solving a problem  into the DNA of a company in a way that could never be foregone just in order to extract profits. In their search for answers and best practices, they attended SO:22, a large conference on steward ownership, that, in Mike's words, "opened our eyes." From that point, the choice was clear. Steward ownership was not one option among several, but for the founders, it was the only model that made sense for Sumthing. The majority of their existing angel investors agreed. Some were motivated by the purpose-orientation built into the model, some by a healthy skepticism of the traditional exit-driven model and previous experiences with mission drift (What is steward ownership?). Eventually, all 10 of them agreed to change the nature of their shares to align with the steward ownership principles.

The founding team designed the first financing round knowing they would probably raise another one in the next few years. To them, it was important to put a viable governance structure in place that could be built on in the future. With this in mind, they decided to set a fair angel investors' return multiple high enough to reward early risk, but leaving room for institutional investors at a lower multiple later. They also set up a single vehicle, the STAK (Stichting Administratiekantoor Sumthing Angels, a special Dutch foundation whose purpose is to hold company shares and re-issue them as so-called depository rights to investors. Since the STAK is a handy structure to finance steward-owned companies, we wrote a comprehensive review and its use in steward ownership aligned financing, read on here) to hold all certificates in one place. And they brought one investor – the one who had first pointed them toward steward ownership – onto the Steward Board, showcasing that investors could have a seat at the table.

Mike Odenhoven (sumthing)
We tend to say: there is a seat at the table, but it's a round table. In traditional companies, it's a very long table and the investor sits at the head. The mission is somewhere at the back. We thought: that's not how we want to do this.
Mike OdenhovenCo-Founder

Finding the right partners 

By late 2024, Sumthing was ready to take the next step. The platform was growing, the team had proved the model, and the company needed capital to expand. The founders had a clear ambition for this round: they wanted to bring in institutional investors, especially in order to show that it was not only business angels who could back a steward-owned startup, but established organizations with fiduciary mandates and governance requirements.

"We knew that would take time," Mike says. "And we knew there were not many who had the mandate to do it yet."

They started the process a year before they wanted to close, building from a base of existing angels who were willing to continue and bring others with them.

One institutional investor was especially on their radar as the team believed they could be genuine partners: Oost-NL, the regional development agency for the Dutch provinces of Gelderland and Overijssel. The fund has a mandate to invest public money in innovative companies in the region, and was very interested to demonstrate that government funds could operate in the steward ownership space. "I could feel there was an excitement to be one of the first to do this," Mike says, "as a showcase to other government funds." Oost-NL came with one structural constraint: as a public fund, it could invest no more than half of any round. That meant finding a co-investor of equal size.

Triodos, a Dutch ethical bank and more specifically its Regenerative Money Center, was already in conversation with the team, but had not yet committed. Its regenerative finance platform carries the tagline finance change, change finance and for Mike, this claim fit perfectly with what he and his team were building: "That could be the tagline for this round. We're not just funding Sumthing. We're hoping to provide a blueprint for how institutional investors can invest in steward-owned companies."

Both institutions came on board. The round was structured at EUR 1,500,000, and the lead was split equally between Oost-NL and Triodos via the STAK.

 

The negotiation 

For most founders, a financing round means many educational conversations besides the investment negotiations, explaining the model, building trust, and bringing investors up to speed on an unfamiliar structure. With Oost-NL and Triodos, Sumthing had the rare advantage of investors who already had started their own research  into steward ownership. That alignment helped, but moving from conversation to a formal term sheet still shifted the dynamic  As Mike reflects on it:

"These conversations start very much about values," he says. "What is it that we're trying to do? And then once you get into the weeds of the documentation, the language changes. All of a sudden it becomes a bit more financial, more hard."

There were two additional points in particular that the investors negotiated into the contracts. The first was an interest mechanism that kicks in after seven years: if the investors have not yet received their full return by that point, an annual compensation payment begins, rising incrementally from 1% to 3% of the outstanding amount. As purpose-driven founders, Mike's initial reaction was resistance. "We designed our original structure around equality for all economic shareholders, founders and investors, so there’s a shared incentive (but not financial pressure) to pay it back. Putting these strict financial mechanisms in place, at first, felt like a challenge to that model and therefore the values behind it?.”  After conversations, the founding team saw the merit  and accepted the proposal that creates a structural incentive without fundamentally undermining the model.

The second point was about founder commitment and salaries.  "In traditional startup logic," Mike says, "founders are mostly bound by the prospect of a ‘big-bang’ exit with a massive cashout and investors want to keep salaries low until then to keep the pressure on. As we won’t have that big-bang exit, it requires a different kind of thinking.

The founders made the case that, at the scale they were now operating, an increase to a meaningful salary was both fair and sustainable. 

In addition, a milestone structure for the second tranche was proposed by the investors. The second tranche was conditional on Sumthing achieving four milestones: 1) a target for recurring revenue over a 12-month period, 2) establishing board regulations for the stewards 3) appointing all stewards formally, and 4) the absence of any Material Adverse Event (such an event could for instance be the loss of the B Corp certification or a data breach on the platform). As of mid-2025, all four milestones had been met, and the second tranche was released on schedule.

 

An evolving steward board

One feature of Sumthing’s governance is that they reserve one of five seats on the steward board (all with equal voting rights of 20%) for investors and one seat for external experts from the sector (during the pre-seed phase, the split was three founders besides one external seat and the investor seat, which after the Series A shifted to two founder seats, one investor seat and two external experts). This structure evolved organically and represents the organization’s understanding of self-determination with checks and balances and inclusion of different perspectives. 

The governance around the board is tailored in a way that a 65% majority would always be required, to ensure the three founders wouldn’t hold the de facto voting rights in the 5 steward board, but also to ensure that the two (later three) ”external” stewards could not take major decisions by themselves. This voting mechanism ensures that the external stewards could never take major decisions by themselves. 

  • Investor on board

A steward ownership structure ensures that entrepreneurial control remains with people closely connected to the company and cannot be bought or speculated with (principle of self-determination); and that decisions over the company are taken with the purpose of the company in mind, not with personal financial interests (principle of purpose orientation). Voting rights and economic rights are not automatically held as a bundle by the same individuals but separated and redistributed so that these principles hold true. In many cases, this means keeping them fully separated – but Sumthing chose a different path.

Sumthing was first introduced to the model of steward ownership by their angel investor. During the angel phase, the founders recognised that they needed the skills, expertise, and network that investors can bring into a company. 

Valuing the angel investor as a person and her contribution in general and in bringing them to steward ownership, they offered a steward board seat to her. By including an investor on board, they also wanted to show that they valued the input of investors beyond just the monetary and saw the angel investor as not only a valuable contributor but as formative for the company. 

A crucial difference to more conventional structures in which investors automatically receive voting rights by investing into the company, including an investor (and which investor) into the stewards board was a conscious decision for the angel investor. She didn’t receive voting rights merely because of her investment but because of the non-monetary contributions to Sumthing and her connection to the company.

Another relevant distinction from conventional structures is that through the overall ownership and governance structure, it is ensured that decisions over Sumthing are not made based on financial incentives. The governance structure clearly ensures that only a minority of voting rights can be held by people that hold both economic rights and voting rights – and that they can’t overrule the other stewards.

Particularly in startups, it is often the case that investors play an important role in building the business. This role can be honored by including them as experts, i.e. through sounding or advisory boards. But in some cases, where the investors as individuals are formative for the company and/or the founders want to include investors’ perspective not only as an advisor but as co-steward, giving them more accountability and responsibility, it can be more fitting to include them with minority voting rights.

Having such a mixed board set-up proved successful so the founders chose to keep it alive for the institutional round. "The next step we now have to take is to become more financially mature, and the investors are helping us do that,” Mike reports. The key distinction of how investors are involved, he adds, is between adding value and exercising control. 'It's very much about adding value and not about controlling.'

In the current configuration, Oost-NL and Triodos share one rotating steward seat, alternating annually. The arrangement is explicitly designed to be temporary: once the investors have received their full return and their shares are cancelled, the seat transitions back to the company.

Excursion: The practice of adding external stewards

In addition, Sumthing reserved one steward seat for external experts from the sector who could contribute their expertise and contacts. This is similar to the set-up of many of the larger foundation-owned company boards. 

At the Purpose Foundation, we often get the question of how we draw the line between internal and external stewards. The principle of self-determination that determines who holds the power in a steward-owned company states that the steering wheel always remains in the hands of people who are connected to the company and its mission. But the exact definition of what “connected to the company and its mission” means is deliberately kept vague to make room for each entrepreneur to find the best suitable set up for their organization. 

At its core, the principle of self-determination expresses the entrepreneurial attitude at the heart of the idea of steward ownership. What matters is that whatever the connection to the company and its mission may be, the stewards holding the voting rights are accountable and feel responsible for stewarding the company. The following question can serve as a litmus test: Does the ownership structure lead to a vacuum of responsibility, the situation that arises when management and owners each push accountability onto the other? Or does it create a company in which stewards recognize, live and fulfill their entrepreneurial responsibility? 

Whether internal or external or a mix is best to ensure the best possible stewardship for the company depends on the company. Legal and cultural context, both country and company culture, also play an important role: Some cultures are very internally oriented which translates into steward boards mostly consisting of company internal folks, others culturally prefer external oversight and thus value the input of external stewards. In addition, sometimes jurisdictions constrain the choice of stewards outright. Under German nonprofit law, for instance, a person on the charitable owner-foundation's board is effectively barred from also holding a leadership role in the operating company by law, to avoid personnel overlap.

The steward composition also shifts with company size, with smaller firms often leaning more strongly on internal stewards and larger companies often building a mixed board including external stewards for a more diverse range of perspectives and for external checks. 

What we often see is that the quality of governance and stewardship around the stewards matters more than the formal selection of the stewards: how information flows, how they are involved, how clear their role as stewards is defined, and whether they are genuinely connected to the company's purpose and able to act in its support.

The founders are clear that the steward board should evolve alongside the company. 'The composition of the stewards needs to be a good representation of all the skills and added values that the company needs in that phase,' Mike explains. "Employees and other stakeholders crucial to SumThing may all become stewards in time"

 

A blueprint, not just a deal

For Mike, the significance of this round extends beyond Sumthing. What Oost-NL and Triodos have done is demonstrate that institutional capital and steward ownership structures are not in conflict.

"If a government fund and a bank can do it," Mike says, "then others can, too."

The parties constructed a legal and financial architecture to support this claim: a clear return structure with a capped multiple, a milestone-gated second tranche that protects investor interests without creating unnecessary pressure on the company, a put option allowing either investor a clean exit at any point, and a governance model in which the steward board holds ultimate authority over the company's direction.

The Legal and Ownership Structure

Sumthing's ownership structure uses a layered Dutch corporate architecture to separate voting control, economic rights, and long-term stewardship.

The STAK (Stichting Administratiekantoor Sumthing Angels) holds all investor shares in the company and issues depositary receipts to the underlying investors. This keeps the cap table clean: there is one shareholder on paper, with all investor rights flowing through a single vehicle.

Untitled Design

The profit waterfall determines how Distributable Reserves are allocated, in order:

  1. 50% to the non-distributable Impact Reserve (reinvested into the company's mission and operations)

  2. 45% of the remainder to Class B1 holders, until their threshold is reached

  3. 45% to Class B2 holders in parallel (rising to 75% once B1 is fully repaid), until their threshold is reached

  4. The remainder to Class A (founders), up to their threshold

  5. Once all B and A shares reach their threshold, they are cancelled. Any residual ultimately flows to the Sumthing Foundation as permanent steward of the mission.

The put option gives STAK the right, at any time and on instruction from Oost-NL or Triodos, to offer all corresponding Class B2 shares back to the company for EUR 1, providing a clean, low-friction exit route that does not require a secondary market.

The compensation mechanism begins if threshold returns have not been paid within seven years of closing: 1% of the outstanding amount per year, rising to 2% after year two and 3% from year three onward.

Last updated: 30 September 2026

Show more resources