Re-Founding Incumbents for the AI Era with Sequence Holdings Co-Founder and CEO Michael Lee
Michael Lee, co-founder and CEO of Sequence Holdings, discusses his permanent holding company model for acquiring and refounding incumbent businesses using frontier AI and engineering talent. He shares lessons from Sequence's first investment in BankSouth and their recent $7.7 billion take-private of insurance broker Baldwin, explaining why this model differs fundamentally from traditional private equity and venture approaches.
Summary
Michael Lee founded Sequence Holdings in early 2023 after recognizing that AI would have uneven impacts across the economy, with certain incumbent-led industries positioned to benefit most from technological transformation. Rather than competing as a startup, Sequence's thesis involves acquiring majority or significant stakes in high-quality incumbent businesses with exceptional management teams, bringing world-class engineering talent to bear, and taking a permanent, long-term ownership approach aligned with sustained value creation.
The company's business model operates as a permanent holding company rather than a fund structure, which Lee argues is critical for several reasons. First, it allows Sequence to attract and celebrate engineers as the core organizational persona rather than investors—a departure from traditional PE firms. Second, it enables long-term capital commitment without fund cycle pressures; Lee notes they aim for one deal per year, not a deployment cadence. Third, it permits retained earnings reinvestment across portfolio companies and creates genuine alignment around building market leaders rather than packaging for exit within three to five years.
Sequence's first investment was BankSouth, initially engaged as a services provider starting August 2023, then becoming a minority investor in March 2024 after Fed and OCC approval. The bank proved an ideal pilot: regulated environment provided well-defined operations and excellent data hygiene (features rather than bugs for AI agents), centralized operations allowed amortization of technology across branches, and the partnership demonstrated the night-and-day difference between service vendor and ownership mentalities. Since March, Sequence built systems reducing average consumer loan underwriting time by 94%, reduced overall loan processing from 30 days to 11 days, and enabled the bank to double loan volumes in Q2 relative to Q1 without increasing underwriting headcount or relaxing standards. One underwriter retired, one moved to sales, yet the organization handled significantly more volume.
The Baldwin transaction—a $7.7 billion take-private of a leading insurance broker—represents validation of the model at scale. Insurance brokerage fits Sequence's thesis: it's a $2+ trillion annual premium market where incumbents possess structural advantages (relationships generate 90%+ gross retention rates, customers don't pay brokers directly so price competition is limited, regulatory barriers protect against startups), the industry has minted many large successful companies, and it's centralized operationally. Lee emphasizes they look for companies that can scale to $100+ billion valuations, where incumbents have defensible advantages, and where AI capability overlap with business processes creates something special.
Sequence built Atlas, a reusable platform across portfolio companies comprising four layers: data ontology (making businesses legible to models by defining organizational structures in code), agent builder (constructing high-performance grounded agents), lattice orchestration engine (instrumenting workflows using agents), and artifacts application builder (user-facing interfaces). All core infrastructure built at BankSouth is leverageable at Baldwin and future companies.
Regarding management team selection, Lee emphasizes two critical criteria: operational excellence in their existing industry and demonstrated commitment to technological change before Sequence's involvement. He cites Baldwin CEO Trevor Baldwin's early adoption of Anthropic across the organization and consolidation onto a single AMS platform instance as signals of readiness for transformation. Lee stresses that change management and human engineering are harder problems than technology itself, requiring sensitive, ongoing attention to employee anxiety and ensuring AI elevates rather than displaces roles.
Lee contrasts Sequence's model with traditional PE by noting PE firms are structurally incentivized toward capital deployment and three-year exit timelines, making radical transformation difficult. They celebrate investors rather than engineers, limiting talent recruitment. They operate under LP pressure and fund structure constraints. Sequence instead operates under permanent capital, celebrates engineers, takes multi-decade horizons, and maintains extreme selectivity—potentially doing zero deals in a year if the right asset doesn't materialize. He positions this as fundamentally different genetics than incremental value creation through consolidation and multiple expansion.
Drawing on his career spanning Goldman, Apollo, Apollo's deal structuring, and Lone Pine's study of best-in-class companies, Lee articulates how his evolution informs Sequence's approach: combining PE's capital structure discipline, understanding of leverage and incentive design; public markets' appreciation for great business compounding and long-term value creation; and venture's recognition of exceptional people's ability to will something from nothing. He emphasizes that whether early or late stage, backing exceptional people in huge markets working on hard problems consistently outperforms other signals.
About this episode
Can AI transform legacy incumbents rather than replacing them? Sequence Holdings co-founder and CEO Michael Lee joins Sarah Guo to discuss how holding company structures and engineering integrations are reshaping market leaders from the inside out. Michael details Sequence’s $7.7 billion take-private transaction of Baldwin alongside Dell Family Office (DFO), and shares his thesis on why traditional consulting models and software sales fall short for real enterprise AI transformations. They also talk about why permanent holding company structures are good for long-term compounding, real-world results from applying frontier engineering to BankSouth, and Michael’s lessons from his time in public investing, private equity, and operating at the intersection of market incumbents and AI. Sign up for new podcasts every week. Email feedback to [email protected] Follow us on Twitter: @NoPriorsPod | @Saranormous | @EladGil | @mjlee_2014 | @seqholdings Chapters: 00:34 – Michael Lee Introduction 01:03 – Sequence Holdings and Baldwin 01:54 – Idea for Sequence 04:36 – Incumbents in the AI Era 06:32 – Why a Holding Company 11:21 – Recruiting Top Engineers 13:08 – Investing in BankSouth 17:46 – Why an Insurance Brokerage 20:17 – Atlas Platform Explained 23:53 – Traditional Private Equity Limitations 27:23 – What Sequence Looks For in Management Teams 31:04 – Accomplishments at BankSouth 34:45 – Founder Lessons 36:08 – Story of Dell Partnership 37:10 – Career and Investment Approach 40:00 – Value of Exceptional People 42:23 – Conclusion
Key Insights
- Lee argues that AI will have uneven impact across the economy, with incumbent-led industries where strong barriers exist offering the best opportunities for transformation, unlike startups which face lower structural advantages.
- Sequence's permanent holding company structure enables long-term engineering-centric culture and permanent capital alignment, fundamentally different from PE fund structures that incentivize three-year exits and investor celebration rather than engineer retention.
- The transition from services vendor to equity owner at BankSouth produced measurably different outcomes: engineers took on greater complexity, employees felt long-term commitment, and the organization could plan multi-year technological foundations rather than hand-off applications.
- At BankSouth, Sequence reduced average consumer loan underwriting time by 94% and overall loan processing from 30 to 11 days while handling doubled loan volume with fewer underwriting staff, demonstrating AI's ability to reorganize work allocation rather than simply accelerate existing workflows.
- Lee identifies the 80/20 principle in business—80% of operations are largely homogenous, 20% vertically specific—as the foundation for Atlas, a reusable platform expected to generalize across BankSouth, Baldwin, and future portfolio companies.
- Insurance brokerage's structural advantages (90%+ gross retention rates, customer indirectly pays brokers limiting price competition, regulatory barriers) make it resistant to startup disruption but perfectly suited for incumbent transformation with engineering expertise.
- Lee argues change management and human engineering are harder problems than the technology itself, requiring sensitivity to employee anxiety and deliberate framing that AI elevates rather than displaces roles.
- Traditional PE firms struggle to recruit world-class engineers because they celebrate investors rather than engineers and operate under fund-cycle pressure incompatible with multi-year transformation horizons, while Sequence's structure and one-deal-per-year commitment directly address both constraints.
Topics
Transcript
Every company on the planet has a celebrated persona. In a world where you believe that alpha comes from engineering and AI, you need to create a culture whereby the celebrated persona is the engineer. And that's what's required. You think about your typical investment at a fund, you're typically trying to figure out how do we start to package to sell this thing in three years. That is just a very different framing for how we think about technological transformation and what are the investments you're willing to bring to bear here. What we do is scarce. We're trying to do one deal per year. That's it. Our're trying to do one deal per year. That's it. Our job…
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