Payal Kadakia, the founder and former CEO of ClassPass. Sarah Jacobs

ClassPass, a fitness-class booking company, can be found in 39 cities around the world. It has generated more than 30 million class reservations since Payal Kadakia founded the company in 2013. One year later, it raised a big round of financing at a $350 million post-money valuation.

But building ClassPass hasn't been easy. The first version of the startup, Classtivity, flopped. Later, ClassPass significantly changed its pricing model, and users screamed. There have also been comparisons to Groupon and skepticism that it can keep both gymgoers and gyms happy.

Additionally, a slew of competitors have launched to compete with ClassPass on price. In June, ClassPass raised a new round of financing that was reportedly a "down round," meaning the price of its shares were lower than in the previous round it raised. The company's new valuation is about $470 million, post-money.

Kadakia recently stepped down from her role as CEO, a decision she explained in an interview with Business Insider Editor-in-Chief Alyson Shontell on our podcast, "Success! How I Did It."

"The impact we have on people's lives to me is more important than any title anyone can carry," she said. "I want little girls to believe that they can be CEOs. The best thing I could do, though, is be an empowered female and authentically doing what I love. That's the message I want to send, not "Go and do things you don't like because that's what the world needs," right?"

In the wide-ranging conversation, Kadakia and Shontell discussed:

Her passion for dancing and how it led to a nearly $400 million startup.

How she decided to pivot a struggling startup into one that would work.

How ClassPass finally got traction and what it was like to suddenly be a startup every investor wanted a piece of.

How to run a startup when you have two conflicting customers you need to keep happy (gymgoers and gyms).

Her decision to step down as CEO and how she spends her days now.

You can listen to the full interview here:

Subscribe to "Success! How I Did It" on Art19 or iTunes. Check out previous episodes with:

If you'd rather read the interview, here's a transcript, which has been lightly edited for clarity and length:

Alyson Shontell: We have Payal Kadakia here with us today. She created ClassPass. It's a company where you book local fitness classes for a set amount per month, like $100 a month or something. There were some tough years in the beginning, but then it started to soar, and you recently made the tough decision to step away from the CEO role. You're still involved very much so in an executive chairman position. We want to talk about all that.

First, let's go back. You're a world-class dancer, right? You've been dancing since you were little. That's part of what inspired you to do this company.

Payal Kadakia: I started dancing when I was 3 years old in my basement with my mom's best friend, and it was my way of getting to know my culture, but it also became more than that for me. It became this place where I felt like I could be anyone. I felt really centered, and I loved it. Dance became this thing I fought to keep in my life throughout my career, through my college years, because I just felt so alive and so confident when I did it, and so I never wanted to lose it.

Shontell: You have both sides of your brain going — you also went to MIT.

Kadakia: My parents immigrated here in the '70s. Education, a good career were obviously North Stars for them. At the same time, I wanted the discipline. I wanted to make sure I entered the real world in the right way. I loved math and science, so that was the other side of me, and my creative side was really in dance and choreography.

Passion for dance

Kadakia is a world-class dancer who runs a dance company separate from ClassPass. PayalKadakia.com

Shontell: What kind of dance?

Kadakia: It's Indian folk and classical dance. When I was in school — especially at MIT — I even wanted to dance there. So I went and started a dance company, a dance troupe that's still on campus today. For me, when I felt like it didn't exist, I created it. And that's sort of very much the way I live and think about most things: When it's not there, I know if I'm passionate enough I'll go and create it myself. When I left MIT and I came here to New York, I had my job at Bain, and the first thing I did when I got here was look for where I was going to go take Bollywood dance classes. During my Bain days, I would invite my entire company to my shows. It's just one of those things that I think made me Payal, and everyone associated me with it.

When I was, I would say, entering my third year of Bain, most people at that point decide what they are going to do after, and either they stay at Bain or they go to business school — it's usually the trajectory. I wanted to find a way to dance more and to build something that was something more relevant and in the Indian dance space. I took a great job at Warner Music Group. I got to see the entire music industry transform and got to meet amazing people like Daniel Ek at Spotify. I was sort of doing that on the day job, and every night for four hours I would dance with a group of girls that also were professionals and amazing at their jobs. We would travel on the weekends and go and perform.

I always remember we ended up on the cover of the art section of The New York Times. This was two years into my Warner experience, maybe six months into when I started the company. I didn't even have a website, and I remember my boss was like, "Are you going to come into work tomorrow? I don't know. I think I saw you on the cover of the art section of The New York Times." I love moments like that. It makes you realize that you could do so much and accomplish so much if you're focused and passionate about what you do.

Turning a hobby into a career

Kadakia performs with her dance troupe, Sa, during a Dreamforce keynote. ClassPass

Shontell: When we first met, you had joined something called Tech Stars. Your startup was called Classtivity at the time. It was a variation of what ClassPass is now. Was that the first company you had — I guess you started the dance company, but that was your first experience with tech?

Kadakia: Yeah, outside of building some small models and algorithmic programs at MIT, I really hadn't built something of that scale, and the reason I did it was I was one day sitting at my desk. I was looking for a ballet class to take, and I was online and hours had passed by, and I didn't choose what I would do. And at that moment, I was like, why is this so difficult? Why is there not a website like OpenTable or Seamless Web or Zocdoc that was just aggregating all this information? And that made sense — I think it made sense to a lot of people because I raised a million dollars on that concept.

So then when we launched it and no one went to class, that was really hard for me, because that was my mission. My mission wasn't to build just a tech website that looked nice and had all the information — it was to get people to go to class and pursue their passion and fall back in love with a hobby like I had with dance. I realized we weren't creating that impact, and so when I came to terms with that, I decided that we should pivot.

Shontell: So before we get to the pivot, though, let's talk about: You leave Warner, you join Tech Stars. How do you get into Tech Stars? Tech Stars is this accelerator program where startups would apply, and it was really rigorous. It was hard to get into. David Tisch, who was a big venture capitalist in the New York area, was running it. How did you wind up there doing this?

Kadakia: I had this idea brewing in my head, and the vice chairman of Warner Music Group, Michael Fleisher, called me. He was like, "Why don't you come to my office? I'd love to hear about this." I'd maybe met him three times in my three years there. I ended up spending two hours explaining to him what I wanted to build. And he was like, "You know what? I love this." He became my investor, and he also was one of the mentors in the Tech Stars program. He emailed David Tisch that day, and to me, it was about relationships. I know I did the application and all of it. I really truly believe, though, I got in because people referred me.

And I always tell entrepreneurs this: Yes, it's about your application — they're going to get thousands — but find a way to really get a good reference. Right? Or get someone to support you into the program. I know I had a lot of people who were vouching for me being like, "I believe in Payal, I believe in this idea," and I really believe it's because of that.

Shontell: This company that you're building in Tech Stars, Classtivity, it's an OpenTable for classes. You could go on and you could see, OK, I want to take a Pilates class, here are the places and the times.

Kadakia: It was: be active and be creative. It had fitness stuff on there, it also had creative stuff on there, like cooking classes and photography. Basically, you could go on, you could search by genre, then you could pick the time, and then you could pick the location, and then we would show you the schedule.

Even though this was a different product, it actually helped us during that time build all the integrations into getting all the schedule data. It wasn't easy to do that — I mean, there's so many classes happening all day long, and we were trying to pull in the feed of information to say, "Here's all the up-to-date information on what's available at every given time." Even though it was a phase at the company where the product didn't work, it actually did help us build a lot of the scheduling integration that we need to on the back end.

Raising money for a startup

Shontell: So Tech Stars has this demo day. You're presenting to a room full of investors and journalists and things. I was in the audience listening to you present.

Kadakia: It was so long ago.

Shontell: What happened after that? Does the money come easily? Was it a bit of a slog? I know you had two different cofounders, I think, at the time.

Kadakia: When you have the hype of something like Tech Stars, it definitely gives you some clout. But at the end of the day, we didn't have the numbers at the time. It was a moment for me to go back to my mission, and I decided we would let go of certain people. We would focus the company on pivoting and iterating, which was a hard decision to do but what was the point of keeping a product up and funding that when it's not working?

Shontell: Because people weren't booking classes, or there were no users, or what was the problem?

Kadakia: They were coming and looking at the schedule data, but they weren't actually purchasing the classes, so they weren't actually going to class, and we kept changing the buttons. I think the day I knew, we sent out an email saying, "Go to class for free," and still no one went. I think the most transformative companies are ones that actually change human behavior, and so while I had made it easy to go in search, I hadn't motivated anyone to go to class.

Shontell: OK, so you decide you need to make this change, but you raised a little bit of money after Tech Stars and then, I think — according to Crunchbase, at least — two years later, you raised your next round.

Kadakia: During that first year and a half, we raised roughly around $1 million-plus after Tech Stars. I mean, we were good about our burn, right, so I had enough cash in the bank. That was one of my important points to even my team, like, "Wait, why are we switching?" It's like, "We have money right now." The worst thing you could do is wait for it to run out with the wrong product. We actually had enough stamina and enough funding to go through the next year, but it was more of: Are we going to make the hard decisions to get and build the product that was going to get us to the next round of funding?

Why joining a startup accelerator was a huge help — and the secret to getting accepted into one

Shontell: You guys start building this other product and you run a promotion, right? And something changes.

Kadakia: What we ended up doing is, OK, let's go talk to these studio owners and figure out what they wanted, and what we realized is a lot of them were offering the first class for free. So what we did was we packaged up the first classes for free and built a product called the Passport, which was a one-month offering where people could go and try all these first classes for free as a new customer.

The bet we were making is, OK, people are going to do this and then go back and buy a package at these studios. So we were collecting ratings and reviews on every single rating and class that you went to. My internal benchmark was 70% of people who gave something a positive rating would go back, and we weren't seeing that. We were seeing like 10% to 15% of people go back, which, to me, was while it was great revenue for us and people were finally going to class and it was beautiful profit, it wasn't a good business model. I didn't want to build a one-month experience for my customers — I wanted to build a lifestyle where you stayed active and passionate. And for the business owners, I was actually not sending them any money, so when I fast-forwarded that, in terms of the business, in terms of the product, we had to make another hard decision of saying, "This is wrong."

When we actually looked at the data, we saw that so many customers were actually buying the membership over and over again with different email addresses, which gave us some sort of sense of maybe this is a monthly subscription. We also did a survey, and 95% of them said they wanted to do this experience over and over again.

Shontell: That was visiting different studios around you.

Kadakia: The variety was a part of the magic. We almost stumbled upon that. How important that was, and it wasn't just a one-month discovery thing — it was a part of people's way of life. You know, we had a meeting, and we were like OK, there's something here, and we decided to iterate and build this subscription model as well. We still have this search engine up, the Passport and the ClassPass model up at this time. And you know, the team, we all were sitting there, and we were kind of like, OK, what do we do? We started getting such positive feedback on this subscription. People were now emailing me with things that were about their life changing because of this product, and they felt confident. It wasn't even about, like, "I went and worked out," you know? It was something bigger.

I think as an entrepreneur and a founder who had been doing this for three and a half years, and I did it because of my passion for dance, I felt like I had given them dance, what dance was to me. In that moment, I just knew we kind of had hit that magic and that lightning that was going to be revolutionary for that industry.

Shontell: You all took this product out to studios without it even really formed. You said we're going to start doing this thing — it's going to be $49 a month? For unlimited classes?

Kadakia: $49 was 10 classes.

Shontell: For 10 classes. And you could do barre classes. You could do Pilates classes. Before, I think maybe the assumption was you're going to join a gym, or you're going to be into yoga, or you're going to be into barre.

Kadakia: Commitment to one studio.

Shontell: Right, but not combining — like cherry-picking what you wanted to do based on how you felt and how you wanted to work out that day.

Kadakia: And to be honest, technologically, it was hard to do it, because how are you going to look at all the information? And then also it just wasn't a concept anyone had really done. If you wanted to be a dabbler, you would probably have a gym membership because it was too expensive to do that, actually doing it for the studios.

Pivoting to ClassPass

Shontell: Talk about how you get the pivot off and running, how you talked to investors about it, how do you talk to your team about it, how do you plant the flag and say, "OK, guys, Classtivity was cool, but now we're going to be ClassPass, and we're going to do this whole new thing."

Kadakia: We had actually put ClassPass up before we changed our name. Basically what happened is we decided that we would try this other iteration, which would be the membership, which we launched in June 2013. Three months in, we started seeing this exponential growth of ClassPass. It was completely viral. We went from 35 users to like, 300, you know what I mean? In a matter of three months. That's exponential growth.

Shontell: You mean 35,000?

Kadakia: No, I'm talking about, like, hundreds. I'm talking about, like, really small numbers.

Shontell: Oh, wow, so actually 35.

Kadakia: Thirty-five people in our first month. I always say that to people, because people want these bigger numbers but we're building a subscription and a lifestyle, and you need to figure out what your numbers are going to be. For us, when we got to a thousand members, we were at a million-dollar run rate. So to me, that was what I was trying to get to, right? When you have a $100 subscription, that's what you're aiming for. What was so great is we saw the growth of ClassPass surpass the Passport and Classtivity as a search engine, and so what we ended up doing is in February of the following year changing our name to ClassPass, rebranding. We shut down the search engine. We took out the Passport. And I actually remember one of my advisers, Andrew Weinrich, he always would say to me, "Just get rid of the Passport" — he could see this. We kind of were like, "Well it's what gave us the variety, and maybe people want the Passport and then we'll do ClassPass." And he was like, "It's like crack to you guys. It'll be a chapter in your book." I didn't fully understand at that moment what that meant and now I totally understand what he meant. Sometimes you just have to be able to know that it's the wrong product and move on.

What was so great is we saw the growth of ClassPass surpass the Passport and Classtivity as a search engine, and so what we ended up doing is in February of the following year changing our name to ClassPass, rebranding. We shut down the search engine. We took out the Passport. And I actually remember one of my advisers, Andrew Weinrich, he always would say to me, "Just get rid of the Passport" — he could see this. We kind of were like, "Well it's what gave us the variety, and maybe people want the Passport and then we'll do ClassPass." And he was like, "It's like crack to you guys. It'll be a chapter in your book." I didn't fully understand at that moment what that meant, and now I totally understand what he meant. Sometimes you just have to be able to know that it's the wrong product and move on.

Shontell: What was the initial thing you offered to users as this new company?

Kadakia: With ClassPass, it was $99 for 10 classes. We had about 50 studios in New York City, probably, signed up at the time.

Shontell: $99 was a steal when you considered that a spin class around here in New York City, costs about, what, $30 a session at least?

Kadakia: Yeah. I mean, in the beginning, we weren't working with a lot of the top-tier studios. These were a lot of, like, I would say, studios that had a lot of excess capacity — weren't really big names. We got the big names as the product kept growing, which was also part of the fun war stories that we have. We didn't, in the beginning, have contracts with all the studios, but we realized that the brand names mattered, so we were fulfilling a lot of these reservations manually without any integrations, just to see — we needed to figure out what the customer wanted. That's the ultimate thing. That's what you need to do. You need to keep figuring out what the customer really wants, and we didn't know.

Serving 2 sets of customers

Shontell: You had the tricky job of having two sets of customers: You had studios that you have to make happy that you're partnering with, that you're paying checks to every month based on referrals, and you have people like me who use ClassPass and are signing up for classes and want the best prices. This a problem that Uber has, the same thing, with keeping drivers happy, keeping customers happy. It's very hard to balance the two. How did you figure that out, and did you ever make mistakes with it?

Kadakia: One of the things that was really important to me — it's actually something I studied at MIT — which was management of inventory and capacity utilization. We never wanted to cannibalize. We were trying to do is figure out where they had excess capacity, and that was something we built into the system from the beginning of saying, "We're going to make available the spots that you're not selling, so this is incremental revenue." That was a really important part of our value proposition from the beginning, and we also restricted how many times you could go to anyone's studio for that purpose as well. It was a matter of protecting — if you want to be a loyalist, we were like, "Please go sign up at the studio." This product is not for that person.

Shontell: You couldn't do all 10 classes at the same studio.

Kadakia: You can't. Right. That was part of the premise of getting you to say, "Let's just get people who actually were scared to work out," and we wanted to make it accessible for people to say yes so then obviously our partners would have more inventory utilized and the classes would be more energetic and full. That was really the premise it was started under and maintained under.

Obviously, as we grew, we had to keep figuring out what those inventory limits were and continue to build algorithms for our studio owners that kept optimizing their revenue, and we're still working on that. What's amazing is how much data we have to be able to now predict. If you change your schedule around, you would get this much more money. Those are the things that we can do for our partners now because we have so much data historically on how much their 8 p.m. class on a Wednesday sells out.

Keeping investors interested

Fritz Lanman, an early investor in ClassPass, with Kadakia. ClassPass

Shontell: How hard was it the first few years, and were investors actually interested in it? Did you find that it hard to pitch to them at first?

Kadakia: I think I had a lot of people who were like, "Payal, we love you, but product's not there," or "Business is not there." I never gave up, though. I think as a founder and entrepreneur you just keep hustling through it. I knew I'd figure it out, and as long as you don't run out of money, which is the No. 1 key, that's like your right to keep going. You have to keep making hard decisions. Like, I remember I needed a bridge round, and people were like, "Of course," because they were seeing —

Shontell: — explain what a bridge round is.

Kadakia: I needed an extra $300,000 to stitch between where I was with my capital and where I wanted to go, and I wasn't ready to go into a big round. And so it was awesome because I think people were just like, "Your progress!" I always say investors invest in lines, not dots. I was giving them so many dots that were so much better than the last time I had seen them, and I was keeping people in the loop. For me, the reservation number and our revenue trajectory — I remember just sending charts and the hockey stick to people. So many of my investors, I remember when they were like, "When you texted me that, it was like, oh my God."

I remember sitting down with Hayley from Birchbox, and I was like, "Here's what it looks like." She was just like, "Show me that again." I feel like that was when I knew we had cracked something that was really special. That was January 2014.

Shontell: I had investors emailing me saying, "I've seen you write about Payal before. Do you know her, and can you intro me?" You had a serious demand that cooked up. VCs are like, "Oh, what's the next shiny thing? I have to get into this hot deal." You were — you became that hot deal. What was it like when you hit that inflection point? Do you notice a change? How do you deal with that as a founder?

Kadakia: I did notice the change. I remember going out to raise my series A and ending up with multiple term sheets when I had gone to Silicon Valley probably four times at that point and coming back with nothing. This is when I met Fritz, and I was like, "Fritz is the type of person I want involved in my company."

Shontell: Fritz Lanman is your now CEO.

Kadakia: He's the CEO of ClassPass. It was one of those moments when I met Fritz I knew he believed in my mission. I was meeting all these people who I know were now chasing me because they saw traction, but I didn't know if they believed in my mission. It's really hard to figure that out in three days when everyone's like, "Let's sign a term sheet tomorrow." I had that struggle, and I remember Fritz and I chatted about it. He was very much helping me with the fund raise. I was like, "I just don't know if I trust any of these folks. I don't know them, and I want the chance to get to know them." I had multiple data points with them, the same way they have multiple data points on me — it didn't feel fair. Fritz was like, "I think I can get you the capital," so he ended up leading my series A and getting more involved in the company, and I said no to some really great people who actually got involved in the company in later rounds because I had enough data on them.

How ClassPass figured out how to price its product after a few stumbles that made users scream

Shontell: You've had to make some tough decisions throughout the course of the company's growth and history. One of them is the pricing has changed. That hasn't always been well-received by users. There's been some screaming on Twitter and things like that. There was this $99 beautiful price point for a long time where — was it unlimited classes, or am I making that up?

Kadakia: It was unlimited for a bit.

Shontell: For $99, you could get unlimited classes. People were going to literally a class every day sometimes. It was a huge discount. Like I said, $30 could get you one spin class, normally, and then you changed prices sort of seemingly out of the blue. How did you make that decision, why did you make it, and were there mistakes made?

Kadakia: It was $99 for 10 in the beginning, and we were getting data and people were only going to five. That was, like, the original number. And it was this amazing thing where my CFO and I would always chat about this. He was like, "People die for engagement. We have too much engagement now."

It was this interesting thing where everything I had set out in the world to do, from this moment I started this company, was coming true from a product and consumer perspective, but it was breaking the business, right? In the sense of, we didn't know how much people would work out. No one had ever done this before. I had no blueprint. The only way to actually test this was in a real-life test.

And so the first thing we did is we increased the price. We didn't know where usage would settle, and it wasn't the right price, and then we actually realize as we were increasing price of unlimited I was shutting out a part of the market that I actually wanted in the market. This product was meant for people to be accessible, and we were making it less accessible over time, so then we started launching the lower tiers. And as we started launching the lower tiers, the unlimited tiers deteriorated even more in terms of its profit.

Shontell: By lower tier, you mean a cheaper amount for fewer classes.

Kadakia: Exactly. Some people, they were like, "I want to go to class," but they were like, "I can do this for $50." But when unlimited started going, we had to keep increasing the price on that — the value proposition was changing, and the type of customer was changing. That's when we saw the success of the lower-tier products and we were like, "OK, these are great," people love them as much as they love the unlimited product, and so we had to make the hard decision to sunset our unlimited plan.

But that being said, we also made sure that — two things I would say: We made sure that we grandfathered a lot of them into having 10 classes per month because we wanted them to keep trying it, and we also introduced bundle so you could keep going to class. And we made the UI as simple as possible, and we just launched video on demand, too. That was a very important thing for me as a founder to be like, "We're going to give you a way to work out every day," because that's what our premise is. We don't want to say, "To be fit, you need to have lots of money." That is not the premise we started the company under.

Shontell: You go through all this. You've changed the price. You figure it out. You've iterated. And how many markets are you in?

Kadakia: We're in 39 cities globally.

Shontell: OK. And how many users? Can you share any metrics?

Kadakia: We're past 30 million reservations since we launched ClassPass, so 2013.

How to combat a bunch of copycats that undercut you on price

Kadakia, left, takes a playful swing at her startup's Chicago launch event. Instagram

Shontell: That's tremendous growth. So much so that a slew of copycats came out.

Kadakia: Yeah. That was an interesting phase.

Shontell: There's all these people. So how do you deal with that as a founder when you've got something successful that's working, that's hot, and then all these copycats come out and undercut your price, or try to?

Kadakia: It was an interesting phase in the company. I believe you win the race by looking forward, not behind. It became a little hard. There was this phase where I feel like every day I would get to my desk and the team was talking about it, and people were talking about it, and so we were like, "Alright, this is ours to lose." That's how I felt. I think we kind of knew we had to kind of take on the market and expand rapidly, and we did that. We went to 20 cities in a matter of six months.

Shontell: Wow.

Kadakia: Yeah.

Shontell: Are you guys making money?

Kadakia: We're on track to be profitable.

Shontell: How do you balance that? How do you balance how much to charge someone versus what it does to your bottom line, and how do you decide when to toggle things?

Kadakia: I think we've now priced our product in a way that is sustainable for the company and it's great value for our customers, and at the same time we're also innovating on the partner side to partner with them in terms of dynamic pricing. We've always had this one payment, one price for every class that we've paid the studios. We've also started figuring out what are ways we can drive them more traffic with different prices, so we're also experimenting on that side of it, but at the end of the day, for us it's really — we've now realized what the usage sort of looks like on the plans that are capped, which are easier than having, obviously, an unlimited number of classes that you can go to.

Shontell: One other thing: As you are growing, a lot of people ask the question of Groupon. They say this has been done before, where you get this great bargain to go into a new place. Groupon did it. It was very successful for a while. It went public, and then all of a sudden it didn't work. Was that a fair comparison to make, or did you guys take anything that Groupon did and learn from it?

Kadakia: The member we were marketing to was somebody who was scared to walk into a fitness studio. They didn't know the price of a class. Yes, it's good that a lot of people do, but actually, the market we were actually creating were people who had really never done this before. We wanted to make sure that this was seamless, easy. We were dealing with the excess capacity, not your prime-time spots that we're going to push out your loyal customers. That was something that we thought about from the beginning. And the other thing we thought about was the lifestyle of it.

How a CEO decides to stop being CEO

Shontell: Recently you made the tough decision to not give up your baby — you're still very much involved in ClassPass — but you did step away from the CEO role. How did you arrive at that decision?

Kadakia: I think founders, as they go through their company, the founder/CEO role just fundamentally changes. One of the comparisons I always love to make is dance companies have an artistic director and an executive director, and they're not the same person. I'm a very creative person, and I think about my product from that place of creativity and wanting to improve people's lives. I went to MIT, I worked at Bain, but my magic is in my artist side, and I kept feeling like I was pushing away from it. And that's actually what built this company. Every single day, I was getting further and further away. You have to build a team to be able to go back to that, and that's like one of my advisers always said: "Your freedom to create lies in people." I looked around and I was like, "Who are the folks that I have around me?" And Fritz and I have had such a great relationship, and I trust him 100%. He knows exactly what I want to build. I don't know if I would make the decision if it was anyone else. And so it's been great, and he's been such a great partner, and I love what I'm doing now.

Shontell: It's got to be, still, a hard, emotional decision to make. This is a role that you're stepping back from when you've had it for years. You've grown this thing from the ground up. The CEO title, there's something that comes with that.

Kadakia: The impact we have on people's lives to me is more important than any title anyone can carry and the one thing, the only thing, and I thought a lot about this was: I want little girls to believe that they can be CEOs. The best thing I could do, though, is be an empowered female and authentically doing what I love. That's the message I want to send, not "Go and do things you don't like because that's what the world needs," right? To me, I will be a stronger person if I'm moving forward, doing the work I want, and continue to drive force the purpose that I want to create versus doing what other people think I should be doing, which is never a way to live.

Shontell: What you're saying, too, is that the role of CEO changes as your company changes. It's very different when you're starting out to when you have hundreds of people that you're managing. What were some of the things that you found that you didn't like?

Kadakia: I felt like my day just became a lot of meetings, and I wasn't finding time to actually brainstorm and build my product and think creatively about what we were building and take those chances on innovation. And I knew I was the lifeline to that — if that made sense — and I wanted to free myself up to do it.

Shontell: What are you doing now day to day? What's the role of executive chairman?

Kadakia: I think it varies for every executive chairman that's out there. I think as founder, for me it's about focusing on the product and the member experience. We just launched some really cool stuff. Now you can go back to studios like the small premium, there's a video product that we just launched, and that I'm continuously focused on and what we're going to be doing in the digital era, which is so unbelievable and growing right now. Just how — we were just talking about this — how digital and video is becoming such a prominent part in people's lives. I think there's a really great big fitness angle and a platform angle for ClassPass to have there.

Shontell: Are you going to stick cameras in studios and let people stream it at home or what kind of videos?

Kadakia: We're exploring a lot of things. I think the No. 1 thing I would say is our vision is to make that studio experience come to your home because it's really important. We know how great these studios are, and not everyone can access them. I think this is a part of who we've always been. It's great for the New Yorker who's next to five barre studios and two spin places, but what about someone who's in the middle of Idaho? They can't do it.

Shontell: As really a first-time tech founder, what were you surprised to learn, and what was the hardest part?

Kadakia: Some of the things that I've fallen in love with, which I think I wasn't expecting, were things like UX and design. I actually think it's such a new field that five years ago I don't think people were studying user experience, right? I think it's so cool that we have to now think about what's going on in the screen. Every inch of it kind of matters, so that's just been interesting for me as a founder to dive into.

I think being in New York and building a company here was a complete, interesting learning lesson, and to be honest, to see the New York tech scene completely change and transform over these five years — I couldn't count the number of entrepreneurs I knew on my one hand five years ago. Now it's unbelievable how many people there are, and everyone's working at startups.