The Level 3 Conversation

  • January 25, 2020

This is an excerpt of the Founder Communication talk I’ve given to 12 YC batches to strengthen founding relationship from day one.


Manage your Relationship Debt

Relationship debt, just like technical debt, is the accumulation of emotional baggage in a founding team that’s created by making choices that feel expedient in the moment but which has a lasting and wildly deleterious impact if not attended to. Choosing to avoid or ignore difficult, potentially emotion-filled conversations is often the default because founders don’t know how to message their thoughts productively, or are afraid of what their cofounders’ response might be.

Founding teams can get by with some relationship debt for a short time. However, when founders choose to deprioritize a tough conversation, they contribute to a relational plaque that builds into resentment and frustration that won’t go away without thoughtful attention and direct action. Enough relationship debt will rust out the very foundation of your company – the founding team – and this psychological erosion (and the misalignment and intense feelings that come with it) kills founding teams in the long-term. Too much relationship debt in a founding team who has no tools to resolve conflict is the reason why almost all startups die of suicide rather than homicide.

Founders: You need to engage in tough conversations before your relationship debt kills your founding team and your company.

These “tough conversations” are what I call “level 3 conversations.” Here’s what I mean:

A “level 1 conversation” is casual and surface-level. At this level, you’re talking about the weather, weekend plans, or a good book recommendation. A level 1 conversation is productive because it builds rapport, but you’re not exchanging any vulnerable or deep material while engaged in it.

The next, slightly more vulnerable depth of conversation is “level two.” Level 2 conversations discuss work in a broad or general sense, but do not contain vulnerable or sensitive feelings. Level 2 conversations could discuss strategy or general direction – opinions – but there is no direct mention of “I” or “I feel” in a vulnerable sense in a level 2 conversation.

Level 3 conversations are honest, vulnerable, and the riskiest of all. They’re an excavation of your true thoughts and feelings – about your role, your cofounder’s (or your own) performance, or the direction your company’s headed. This is the level that effective feedback lives in. Level 3 conversation sound like, “I frustrated because don’t feel like you’re pulling your weight,” or “I’m angry that you didn’t push that feature quickly enough to nail our launch,” or “I’m afraid we’re going after the wrong customer, wasting time, and that we’re not going to hit our numbers.” When done well, level 3 conversations are mutually supportive, non-accusatory, and fully transparent. While it may seem like you’re talking about content, i.e. performance, execution speed, or failure, what you’re really discussing is your fear and the trust you have in relationship. Learning to communicate at this level is absolutely critical. If you can’t name these kinds of problems, you and your cofounder have no way of solving for them.

A very common failure mode for founders is to think they’re relieving relationship debt by having a level 3 conversation, when they’re actually expressing a level 2 opinion. Do not confuse a level 2 conversation with the intimacy and honesty of a true level 3 conversation. For example, “I think we should be focusing more on this particular user segment” is a level 2 disclosure that is not vulnerable, does not name a difficult emotion, and therefore does not resolve relationship debt, whereas, “I’m really afraid that you might be too focused on what I think is the wrong user for us to pursue right now. I’m scared about how it seems like you rely more on your gut sense rather than what our analytics show, and I’m even more terrified that if we spend any more time here, that we’ll run out of money and fail. Can we talk about who we think our user is right now so I can better understand where you’re coming from? Knowing more about your thought process will help me feel less afraid.” is truly level 3. Take a quick assessment of your own recent “honest” disclosures. Were you talking at a level 2 but thinking you were at a level 3?

Level 3 Conversations resolve relationship debt

Level 3 conversations are the only type of conversation that resolve relationship debt. Their purpose is to bring those vulnerable thoughts and feelings out into the open where they can be discussed and resolved. Because level 3 conversations contain vulnerable revelations, they are easily avoided and easily botched. I implore you to dive in and risk it. Level 3 conversations are what will save your startup and/or your relationship with your cofounder when things get hard, and what will strengthen both when things are “easy.”

Here’s a framework you can use to initiate a level 3 conversation:

You can’t solve a problem you don’t understand and never talk about, and this level 3 conversation structure allows for both. The general outline of a level three conversation is that you share the impact that your cofounder’s specific and observable behavior had on you, ask your cofounder to share their experience of the same, and then you move into joint problem solving to address the issue in a way that suits you both. For example:

“When you pulled out your phone when I was addressing the team at our All Hands (x), I felt embarrassed (y) because it made me feel like what I was saying wasn’t important, and I don’t want us to signal that to our team (z). What was going on for you then?”

Both of you need to practice active listening skills during a level 3 conversation. Literally repeating back word for word what you heard the other person say is an effective and simple way to do this. (i.e. “Let me make sure I’m hearing you properly. When you kept checking your phone, it was because you were expecting a response back from [BIG NAME VC] and you were feeling so nervous about it you couldn’t concentrate on what I was saying. Do I have that right?”

Conspicuously absent from this framework are your own assumptions, judgements, or ideas about the other person’s behavior. In order for a level 3 conversation to be productive, you must “stay on your side of the net,” i.e. you must only share the impact of your cofounder’s behavior on you along with any observable, fact-based behavior that is indisputably true and which could never be disagreed with.

Stay on your side of the net

When you’re engaging in a level 3 conversation, your task is simply to relay your experience of your cofounder’s fact-based, observable behavior – its impact on you – while leaving space for your cofounder to share what was going on for them. 

Imagine the playing field of the level 3 conversation as a tennis or volleyball court. Your “side of the net” (i.e. your script) must only contain your experience of their behavior (your emotions, assumptions, and/or response to their behavior) OR the specific, fact-based, and observable behavior of your cofounder which is inarguable and inoffensive. You should endeavor mightily not to reach over the net to grab any assumptions about your cofounder’s motives, needs, context, or backstory for your script – leave space for them to share all of that with you later in the conversation. Again, your job is to describe the impact of their behavior on you and/or the observable facts of what happened and nothing else. 

FYI, it’s okay if your side of the net contains an emotional story about your cofounder which is wildly wrong (e.g. that they pulled out their phone while you were talking in a meeting because they don’t value what you have to say). It’s a really good thing if you’re self aware enough to know why you’re reacting the way you are and you’re brave enough to say it, as these stories often reveal deeply skewed beliefs we hold about ourselves and how others see us. Being honest with your cofounder about why you feel the way you do, while holding that emotional story loosely and communicating it without blaming your cofounder for it, provides them with an opportunity to correct your internal storyline. And it provides you with an opportunity to heal a place deep inside of you that has been wounded, often without your realizing it. This is the transformative power of the level 3 conversation (and the topic of many future blog posts).

​When you stay on your side of the net, you’ll be working with the benefit of your cofounder’s full attention and dedication, as this thoughtful framework should rarely result in defensiveness or high emotion that would disabuse your cofounder of being a thought partner and helping you find resolution. We defend only when we feel attacked, but there’s nothing to attack in a conversation in which you’re talking only about yourself and how you feel!

“What was going on for you?”

Asking your cofounder to share what was going on for them – what’s on their side of the net – is the magical phrase that makes level 3 conversations productive and reparative. Both of you sharing what was true for you, and how you perceived the other without judgment, assumptions, or shaming, builds trust and allows deep understanding to develop. It strengthens the founding team and builds the rock-solid foundation a startup needs to weather the storm and survive in the long-term. It also pulls out half of the information needed (the other person’s experience) to develop a solution that works for both parties.

Moving into joint problem-solving transforms rupture into repair

At the end of this exchange, you’ll have the full range of information available – your experience as well as your cofounder’s – and can solve the whole problem in a way that suits everyone’s needs. 

​Having a level 3 conversation to share fully, listen completely, and THEN problemsolve TOGETHER transforms relationship debt from a professional and personal hazard into an opportunity to strengthen your relationship and grow closer together. 

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Amy Buechler

I've worked with thousands of the world’s best startup founders as Y Combinator’s first Batch Director and only embedded Founder Coach.

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