In this episode of Behind the Deal, Thoma Bravo Managing Partner Holden Spaht speaks with Leagh Turner, CEO at Coupa, about the company’s journey and how Coupa helps simplify spending for customers of all sizes.
AIR DATE:
February 27, 2025
LENGTH:
22:13
DISCLAIMER:
This podcast is for informational purposes only and does not constitute an advertisement. Views expressed are those of the individuals and not necessarily the views of Thoma Bravo or its affiliates. Thoma Bravo funds generally hold interest in the companies discussed. This podcast should not be construed as an offer to solicit the purchase of any interest of any Thoma Bravo fund.
Transcript
ORLANDO BRAVO:
Thoma Bravo’s relationship with Coupa began in 2014 when the company was generating $30 million in revenue and operating at a loss. We quickly recognized Coupa’s potential to disrupt a significant market and tracked its progress for nearly eight years until we had the opportunity to propose a take-private transaction. In 2023, Thoma Bravo acquired Coupa for approximately $8 billion, and shortly thereafter, Leagh Turner stepped in as CEO.
Coupa exemplifies what we look for in an investment. It's a remarkable franchise with high-quality revenue, characterized by a broad customer base, impressive gross and net retention, and strong macro trends in the end market. And Coupa now has the unique opportunity with artificial intelligence to leverage its $7 trillion of proprietary spend data to revolutionize the way buyers and suppliers do business.
Please listen carefully to Holden and Leagh in this episode. This is a very special case study on leadership and on building a business post-acquisition.
Although this is a recent investment, Thoma Bravo has already worked with Coupa to improve margins, professionalize operations, and assemble a great management team. Ultimately, we think this investment is strongly positioned to be a case study in taking a major player in an important market, accelerating its growth, and transforming the business to reach its full potential.
[MUSIC IN]
So today, you’ll hear everything that went on Behind the Deal with Thoma Bravo Managing Partner Holden Spaht, followed by his conversation with Coupa CEO Leagh Turner.
[MUSIC OUT]
HOLDEN SPAHT:
Hi, my name is Holden Spaht. I'm a managing partner with Thoma Bravo. I've been with Thoma Bravo since 2005. I started as a vice president, and through the course of my tenure here, the 20 years I've been here, I've mainly been covering the application software space, and that today, I really lead that application software investing effort for our flagship fund. I sit on the investment committees of all the funds. I help manage the firm. And so I am very well tenured at Thoma Bravo.
Coupa is really the market leader in business spend management and one of the innovators in that category and Coupa is one of the most important enterprise software companies in one of the most important markets in the world. And really what they do is help heads of procurement and CFOs of mainly enterprise organizations save money by connecting them through their network to the right suppliers.
Business spend management really encompasses all the spend of an organization. So you think about whatever organization you're in, you look around, you probably have pencils, computers, chairs, whatever it is. Coupa's software platform helps heads of procurement and CFOs manage all of that spend and do business with the right suppliers. They facilitate the payments. They make sure that when you're buying things, you're doing it in compliance with your internal policies and with any external regulations. And there's some really large players like SAP with Ariba that are in that market.
[MUSIC TRANSITION]
Thoma Bravo first heard about Coupa and began interacting with the company about 10 years ago, 2014, as part of our work in application software and specifically in the office of the CFO and procurement software. And so we'd heard about the company, even in some of our companies that we had, they were using the platform to manage their spend. We always liked that market, because it's a very important market because you have buyers and suppliers and connecting them and all the workflow on both sides that it enables. It's a very complex software. And we knew from our companies and from word of mouth and from the research channels, this was the best company in that market.
At Thoma Bravo, we've had a long history of helping companies scale, and at each point in a company's life cycle, a lot of times there are certain demarcation lines almost, you know, you're 50 million in revenue, how are you going to get to 100? If you're 100, how are you going to get to 200? 200, 500. 500 to a billion? Now, we're working with companies to get them from a billion to 2 billion. But when we first met Coupa, it had the basic ingredients of a great Thoma Bravo investment because it had a great product in a big market, it was cloud native, it was high growth. But, you know, some of those things needed in terms of systems, people, processes to professionalize the businesses and help them scale. That's really what Thoma Bravo, we have a playbook to help management teams do that.
And so we thought we could really help Coupa in that way. And so we reached out to the CEO, who is really a very sharp, very good guy, kind of one of the earliest employees. I think of him as kind of a quasi founder, Rob Bernshteyn at Coupa. Who's really one of the real preeminent thought leaders in this overall market for many years. And after the pandemic, and really in the beginning of 2022, when the public markets sort of pivoted and had a paradigm shift from valuing growth at all costs to then profitable growth. And Coupa, not unlike many software companies, Coupa actually made pretty good margins. But their growth was decelerating a bit, they were hiring a lot of new sales reps, and their stock price really came in significantly. And we thought this is a, you know, this is a great opportunity to get in front of Rob again and see if there's been any change in the board's thinking and whether they'd be willing to transact. Cause we know it's one of the largest, most important companies in our space. And so we engaged in a dialogue with Rob, really starting in the summer of 2022. And then the next big hurdle really was, you know, at what price would the board be willing to transact for a company, who at its peak in the pandemic was trading at three hundred and something dollars per share and it was now trading at $45 or $50 per share. And so that was going to be the deal making hurdle, if you will.
[MUSIC IN]
HOLDEN SPAHT:
I think one thing that is unique about Coupa relative to a lot of the other investments we've made, and we've been very fortunate in selecting great companies, but Coupa, maybe more so than any investment I've worked on, had so many upside lever opportunities that we didn't underwrite in our base case.
[MUSIC OUT]
A couple of examples. I mean, they do not monetize, at all, any of the suppliers that are on their network. And there are a lot of them. Now, you don't just charge the suppliers, you have to actually add value to the suppliers, which is something we're working on. But some of the competitors do do that. We didn't do that. So, we said, ‘gosh, if we could figure out how to enhance the product roadmap and focus more on the suppliers, we should be able to generate a really nice business case focused on the suppliers.’
Another huge opportunity for the company that was also sort of under-invested in, was around Coupa Pay. There's $7 trillion of transactions over time that have gone through their system between buyer and supplier. And they don't monetize any of those payments. And we happen to have a company, Bottomline Technologies, that has an accounts payable automation network that's connected to banks. And so we also sort of thought, ‘gosh, if we could introduce Bottomline capabilities to Coupa and have a rev share, we should be able to monetize quite a bit of payments.’
Coupa is also an incredible AI story because unlike many enterprise SaaS companies, from the very beginning, Coupa had its customers sort of buy into the fact that they were a part of a community. And by contributing their data anonymized and securely, they would benefit from getting insights back from the rest of Coupa’s network. So we have this incredible treasure trove of data and the customers have all permissioned use of that data because they know it helps them in the end. And then, we thought our operational expertise, and this was also hard to quantify, but the go-to-market motion was way under-optimized in terms of how much they were spending versus what they were getting out of that spend, which is something when it comes to go-to-market deployment, we've become very good at.
[MUSIC IN]
Another growth lever is M&A for the company. In other words, buying add-on acquisitions for the platform company. And part of it is because Coupa is such a broad platform that covers everything from procurement to payments. And there's a lot in that broader workflow. And even between sign and close of the deal, we had a lot of different inbounds once we had announced that we were going to buy Coupa, from companies saying, ‘Hey, we'd love to partner with Coupa. We don't understand what your thesis is. Are you getting more into payments? Are you getting more into invoicing or supplier risk?’ And all these different categories that could fall within the platform so we think there's a very attractive kind of buy and build thesis around Coupa as well. So there were just so many opportunities that we couldn't quite underwrite, but we thought, ‘gosh, if we can make a couple of these happen, this could be a highly, highly successful investment.’
[MUSIC UP]
We initiated a CEO search for Coupa in Spring of 2023, and one of the names that surfaced very quickly was Leagh Turner, who at the time was Co-CEO of Dayforce. And right off the bat, even just the resume, you see operating at scale. The company, Dayforce, that she was co-CEO of, is a very large public company.
[MUSIC OUT]
HOLDEN SPAHT:
So the operating at scale was a huge attraction, you know, operating a large public company at that size, which is now, I think a 10, 11, 12 billion dollar company in Dayforce. The other really interesting attraction to Leagh was her go-to-market experience. And she is an absolute go-to-market ninja. I mean, she came up through SAP really in the go-to-market function and go-to-market was the biggest area for improvement at Coupa and the functional area. By the way, it also helped that she knew Coupa through her time at SAP, but she's brought in all these different SAP folks around her to really professionalize our go-to-market and improve upon it. It's been incredibly helpful.
But so, back to the story, we met her, and those were the attractions. Go-to-market expertise, operating at scale, but then when you meet her, she has a great leadership style and is very consistent with our leadership style, I think, or how we espouse Thoma Bravo, which is it's humble, it's listen first, it's empower people, it's hire “great great” people, and that comes across pretty quickly with her.
And so, we immediately were focused on Leagh. To be honest, it did not take very long for us to focus 100 % of our energy. So much so that I got a little nervous at times because I was waiting for her to just say yes because we really needed, we really wanted her, and we kind of needed her. But she had been, and I credit her for this, very loyal to Dayforce and to David, who is the founder, who's an amazing founder too. The two of them built an incredible business. David is an absolute brilliant entrepreneur, and they've worked together for a very long time.
And so she wanted to exit gracefully and appropriately. And one of our operating partners, whom I was working with closely on the search, was Charles Goodman, who’s chairman of Coupa. I said I really hope she’s committed to us. You know, I started to get a little impatient, but she just wanted to do it in the right way. And thank God we were patient because she's been an amazing addition. And we learned a lot from her every day in every meeting. So we're thrilled that we were able to attract her.
[MUSIC IN]
HOLDEN SPAHT:
Up next - my conversation with Leagh Turner.
HOLDEN SPAHT:
Leagh, how’re you doing?
LEAGH TURNER:
I'm good. How are you?
[MUSIC DOWN]
HOLDEN SPAHT:
Good. Good to see you. Leagh is our rock star CEO of Coupa. And Leagh, maybe to get started, can you, I think maybe a way to just ground this conversation is to describe just a little bit of your background, SAP and Ceridian. That would be a good place to start.
LEAGH TURNER:
Yeah, sure. I'm super happy to do that. I've been in enterprise software my entire career. I spent 12 years at SAP. I did a variety of different things, mostly in global go-to-market-facing operating roles. And got a ton of experience with lots of different customers and lots of different cultures, managing big transactions, big teams. And then, in 2018, I went to a company called Ceridian, now called Dayforce, trades on the public market. And it was a wonderful experience of scale and growth. Company went from about just shy of a billion dollars on the top line to just shy of two billion dollars on the top line. Lots of new customers. Managing a public company in the middle of COVID-19 was an interesting experience. It's just a tremendous company and that experience has translated relatively well so far to the experience at Coupa, and grateful for all those things that I learned along the way.
HOLDEN SPAHT:
Yeah, amazing. By the way, I remember that company from one of my earlier days here at Thoma Bravo and the successful transition from a services to a software company, and all the things that you and David did at Dayforce over that time period is really remarkable. It's an incredible, actually, story for those who don't know it. But can you talk a little bit about what attracted you to Coupa?
LEAGH TURNER:
Yeah, for sure. Lots of things. I guess first things first, Coupa has a wonderful reputation in the market, great brand, built a great product, stood the test of time, solved really meaningful enterprise and large enterprise customer issues globally, was operating at relative scale, good size, good scope, over a billion dollars on the top line, global, wonderful, stick happy customers who wanted to do more with the company. And that must have meant that there were really good people. I didn't know that at the time, but I suspected that there were. And you told me that it was gonna be a really interesting journey, and I believed you. And you told me that it was gonna be a journey of scale and curiosity and ambition, and we could build a better business. And you were right. And then I figured if I was wrong about any of those things, that you guys were smart enough to be able to help back me up.
HOLDEN SPAHT:
Did you know of Coupa when the phone rang? I mean, given your time at SAP and everything?
LEAGH TURNER:
Yeah, I mean, I think in enterprise software, the team at Coupa had done a really good job of building brand recognition, and I did for sure know of Coupa. They had an excellent reputation over many, many years. And so when the inbound came, I was thrilled by the name recognition alone. And everything else was upside.
HOLDEN SPAHT:
You know, we signed the deal to buy the company in late 22. We closed it in early 23 and brought you in in late 23 to the company. I'll close my ears here. But what do you remember about Thoma Bravo and about us?
LEAGH TURNER:
Leagh Turner: You don't have to close your ears. You know this cause we had many discussions about it. I had only ever worked in public companies. So I didn't really know what to expect, and I don't know whether that was a good thing or not a good thing. I'll let you be the judge. But people would say, right? Private equity has an association. And one of the associations is, oh, it can be really tough. And I remember thinking to myself at the time, well, we managed our business in the public market between 2018 and 2023. Like, it's hard to get tougher than that. That was a really difficult circumstance, and I don't know how much tougher it can be. It'll certainly be different.
I mean to say it surpassed my expectations would be an understatement, and I'm not saying that to just be kind. I found you folks to be exactly as people would expect: factually, really deep, anecdotally deep, like meaning not just knowing the facts but understanding why they are what they are, very clear-sighted, really consistent. That was my experience. I found every time I got on the phone I didn't hear a variation of a different story or a variation even of the same story. It was like the same concrete understanding, uh, very steady, very calm.
I was surprised by the degree to which the team at Thoma seemed to be very people focused. That you felt that nothing great was going to happen unless we got the right team in place, very focused on the team. And you said it so many times, but it has come back to me several times over the course of the last 14 or 15 months, which is all we're here to do is build a better business. And we want to talk about how to do that every time we interact with you and with the management team and so that has proven to be totally true. I had no expectations. You've beaten my no expectations.
HOLDEN SPAHT:
Well, that's the way we like it. Start really low, and hopefully, we can clear that. But thank you for those comments. And that is how we, you know, we've always fashioned ourselves, if nothing else, consistent. You know, we are who we are. We present ourselves a certain way. We deliver, I think, on how we present ourselves. So, thank you for those comments.
LEAGH TURNER:
Can I ask you the same question?
HOLDEN SPAHT:
Yes, yes, you may.
LEAGH TURNER:
Did you have different expectations of me when you first met me that has come to pass?
HOLDEN SPAHT:
You know, and I think we were going to talk about it later, but let's get into it now.
LEAGH TURNER:
This is my performance review. I don't get a performance review that regularly and now we're doing it in front of the whole audience.
HOLDEN SPAHT:
It was interesting because, you know, we normally, I mean, even though I guess, well, Tom Lee was a part of your journey at Ceridian, but you weren't a “pure private equity owned CEO kind of,” right? Which is something sometimes we look for. But you had operated at scale, a really big business that was complex operationally and very successfully. And I think you're very good with people, you're intuitive. And I think we kind of picked that up in the interview process that you're very people-focused, and you're a very strong leader and you have a very good style. You listen first, but the way you ask questions, people kind of know what you're saying, and what your opinions are.
I think where we probably underestimated how much impact you would have is on the go-to-market. We knew that was an issue with Coupa. That was the issue, right? Product market fits great, markets good, you know, very product-centric company. But, you know, the way that you've had that go-to-market experience and the people you have brought in and the processes that you've brought in, I mean we feel like we know a lot about go-to-market. I feel like every time I'm in a meeting; I learn something new from you and your team. And so we're now applying that in as many places as we can but you have, and I don't just say this because I'm looking at you through a screen, but you have definitely exceeded our expectations. And we're just delighted to have you and the whole team you brought in.
LEAGH TURNER:
Well, that's a very kind thing to say. You hold a super high standard, and we spend a lot of time trying to figure out how to please two major stakeholders: yourselves and our customers. And so we don't get it right every day. We know that. But the remarkable thing about you guys is that when we don't get it right, you understand that. You're willing to help us think, us think it through. You're a really good thought partner. And it's, like, kind of a nice one plus one equals three equation most days, so I'm really grateful for that. Thank you.
HOLDEN SPAHT:
Yeah, well, thank you. I've been doing this a long time. And so part of one of the things I love is the opportunity to learn and the fact that I'm able to learn so many new things from you and your team. And I should also say this, some of the product initiatives and the strategy, to be so good tactically and execution and go to market, but also there's so many levers here strategically for the company uncovering those as well. So it's been an absolute joy for us. But maybe, I'm sure it wasn't all roses when you joined. I mean, you know, we usually hear later from new people, there's this challenge and that challenge. What are some of the challenges you see or what are some of the things you're trying to tackle? Maybe kind of on your initial, when you came in, what are some of the challenges, either in the category, the industry, or the company itself? And how are you trying to address those challenges?
LEAGH TURNER:
Yeah, it's a great question and lots of embedded questions. So let me try and take it apart a little bit. At Coupa specifically. You've said this to me in your own words. I believe it. A long time ago, a really great mentor said it to me: “Leagh, it's about the team or about the team. That's it.” It's the only thing that you can meaningfully solve for. So, we've spent a lot of time over the course of the last 14 months trying to get the right people in the right places with the right level of ambition and the right level of humility to really work together to realize the potential of this great company, and that’s been largely our focus. We've been helped. We've been helped. Here's what's going on in the most macro, and you know this. Probably far better than I do. We operate in a space that is called Business Spend Management. So what is Business Spend Management? It's like the buying and selling of any good of any kind between a buyer and a supplier. And in our case, buyers are generally companies, mid-market, corporate companies, large enterprise companies, global multinationals, etc. And they have hundreds of thousands, millions of suppliers.
And at the same time, their backdrop, the backdrop that they are operating in is really, really complicated. So global trade, buying and selling of anything, is about $33 trillion a year. It's growing at 14.5 % compounded. And it's getting way more complicated, more regulations, more jurisdictional change, more nationalism, less globalism, really complicated for people to be able to manage and they are reaching for support. And McKinsey says that on the buyers' side, there's about $100 billion of inefficiency. And on the supplier's side, there's about $250 billion of inefficiency in this trade process. So you can imagine what we get to do is tackle a $350 billion dollar inefficient problem and make it better incrementally over time. That's our job. And, I feel, perhaps because of the role that I get to play every day, that the biggest difference between Coupa and everybody else in this category. Watch, I'm bad at sports analogies, so I'm going to give you one and see if it's right. I feel like we’re like — everybody else is sort of skating where the puck is, and we're skating to where the puck is going. That's my sports analogy.
HOLDEN SPAHT:
I think that's appropriate.
LEAGH TURNER:
And - Is it?
HOLDEN SPAHT:
I think that's well done.
LEAGH TURNER:
Okay, okay. Thank you. I’ll tell you why. From the very first time we ever engaged with a customer, we asked for a simple thing: Can we have permission to use your data? We'll be great stewards of it, but we want to be able to use it in a structured, anonymized, permissioned way for the betterment of every single customer that works in this network of buyers and sellers. That's what we want to be able to do. That's our value proposition. And our customers, the vast majority, have agreed to do just that. And so we are a cloud native company. We're not trying to migrate from on-premise technology to cloud. We're a cloud native company with tremendous scale. We're AI native from our very inception. We have about $7 trillion of transaction data today that we are custodians of on behalf of our customers. It grows at $1.3 trillion a year. And we imagine, as a result of skating to where the puck is going that we can transform the way that buying and selling gets done between companies and suppliers. And we think we're uniquely capable of doing that.
Somebody once said to me, I know I've shared this with you, that the incumbents in the age of AI who have been gathering data have a tremendous advantage, and we believe that we are one of those.
HOLDEN SPAHT:
That's a perfect segue. I mean, the permissioned use of data, Coupa was very front-footed in that regard, which is an incredible benefit for an incumbent. Can you talk about the AI the way you see it? The opportunity, what you find there?
LEAGH TURNER:
Yeah, I can. So maybe I'll take you to the end game. The end game is that you have suppliers on one side of a network and buyers on the other side of a network, and each one of them set parameters under which they will trade with one another. And this network, this data store, which today is seven trillion, but even if it just grows at increasing consistent compounded rates, it'll be about $60 trillion worth of permission use data by 2032.
That data will know who on each side of that equation bought from whom, at what price, against what regulation, leveraging what contracts, on what day. It will know all of those things. So if I am a buyer and you are a supplier and you set the conditions under which you will sell and I set the conditions under which I will buy, we can apply AI, increasingly so federation of AI agents against that data to execute those transactions against yours and my stated parameters. And we don't need as many people in the middle of it, as are in the middle of it today. That's where we're going, and we're getting there. We're getting there. We're getting there in little tiny ways. I'll give you the best, most recent example that I have. About 30 minutes ago, I was on the phone with the CPO of a global multinational company. Financial institution.
He said to me: “You know what, Leagh? I gotta tell ya. I asked my team the other day how many contracts we have that don't have a good exit clause. That was the only thing I wanted to understand. How many of our global contracts—we have about 20,000 suppliers, and we have about three to four contracts per supplier. How many of them don't have a great exit clause? And I got to tell you, Leagh, absent Coupa, that would take me two months, 30 people, and a tremendous amount of training to be able to execute on that and to figure out the answer.” But with Contract Intelligence, which is a Coupa product leveraging AI, we can do that in less than a day. We can have a complete answer. It's thorough. We understand where our risks are, and we can begin to improve them. And so that's where we're headed. We got to do it incrementally in order to be able to get to that big vision. But that's what we hope to be able to do.
HOLDEN SPAHT:
Amazing. Shifting gears for a second.
LEAGH TURNER:
For sure.
HOLDEN SPAHT:
The company has this big event, “Inspire” for its customers. But can you maybe talk about that? It's been a long history here and very well attended, but talk about that event and how it helps Coupa interact with its customer base.
LEAGH TURNER:
Sure, I'm super happy to do that. I went to my first Inspire in the spring of last year, and I expected it to be exactly as I had seen in my past. And it wasn't. What was it instead? It was really an event for customers that Coupa hosts, as opposed to a customer event for Coupa to show off Coupa. And I was really amazed by that.
This is a place where people come to interact with each other to learn from one another. They see one another, even though they operate in different countries and different companies, as colleagues, they want to try and make what they do, their profession, operate better and differently. They have great imaginations. They want to be stimulated. And so our job is to create a forum for them to be able to do that and to provoke them in different ways so that when they leave, they're full of energy and enthusiasm to go affect change, not as our designee but on behalf of what they do. Again, the CPO today said to me: “You know, Leagh, I'm not just a CPO. I'm a business person.” I'm like, of course you are. I mean, you're driving business process revolution in your business if you do it right. And that's what they do when they come together. They think about how to break things and do them totally differently instead of how to increment them, and we give them an opportunity to convene. That's all.
HOLDEN SPAHT:
Lastly, a very broad question, but an interesting one, which is what do you hope for Coupa in the future?
LEAGH TURNER:
Gosh. That is a very broad question. Well, we talk about building the network that drives the future of trade. I hope we can do that. I hope that we can make our customers more agile and adaptable, and efficient as a result of doing that. I hope that we can put people to higher-order work as a result of eliminating more mundane tasks. I hope we can make the world safer and fairer by making trade safer and fairer.
I hope we can give our people, the people who work at Coupa, a reason to get up every day and to feel ambitious and excited, like, that’s why you work in enterprise software, because you think you can change the world. That's why you do it. And I hope we can. I hope we can actually do that. I think enterprise software companies have the luxury of being able to, as cute as it sounds, like, change the way that things get done fundamentally and forever. And I think that we're capable of doing that. I wanna go do that.
[MUSIC IN]
HOLDEN SPAHT:
Amazing. Well, thank you so much. will say it really is a privilege to work with you and all the learning. It's a special company, but also with a special leadership team. So, thanks for all that you've done for Thoma Bravo so far. I really appreciate you joining this conversation.
LEAGH TURNER:
It's a real honor to be able to work with you, and please know how much we appreciate it. Our entire team feels supported every single day and we only get to do what we do because of your support, so thank you.
HOLDEN SPAHT:
Thanks to Leagh for sitting down with us today. To learn more about Coupa, check out Coupa dot com.
If you like this episode, be sure to subscribe to Thoma Bravo’s Behind The Deal wherever you get your podcasts. Leagh is also going to join me in next week’s episode of Beyond The Deal, our miniseries where we get to ask her anything.
Catch it on YouTube and in this feed next week. I’m Holden Spaht. Thanks for joining us.
ORLANDO BRAVO:
Behind the Deal is brought to you by Thoma Bravo in partnership with Audacy’s Pineapple Street Studios. Join us next week for more stories Behind The Deal. Thanks for listening.
[MUSIC OUT]
DISCLAIMER:
Certain statements about Thoma Bravo made by portfolio company executives are intended to illustrate Thoma Bravo's business relationship with such persons rather than Thoma Bravo's capabilities or expertise with respect to investment advisory services. Portfolio company executives were not compensated in connection with their podcast participation, although they generally received compensation and investment opportunities in connection with their portfolio company roles, and in certain cases are also owners of portfolio company securities and/or investors in Thoma Bravo funds. Such compensation and investments subject podcast participants to potential conflicts of interest.
