Here's Waldo Recruiting

May 17, 2024

Bringing Games to Holographic Life with Jeri Ellsworth of Tilt Five

Join host Lizzie Mintus as she interviews inventor and entrepreneur Jeri Ellsworth, co-founder of Tilt Five, the world’s first augmented reality tabletop gaming system. 🕹️ 🏁 From building race cars and owning a computer store chain to creating toys for millions, her early achievements set the stage for a groundbreaking career. She then moved on to creating an entire Commodore 64 into one of its iconic joysticks, played a pivotal role in creating components found in most VR headsets today, and even convinced the legendary, Gabe Newell at Valve to sell her the technology that is now Tilt Five.

Driven by grit and a passion for tech innovation, Jeri continues to enhance gaming experiences worldwide by pushing boundaries in AR. Listen in to this week’s episode of the Here’s Waldo Podcast to explore Jeri’s early adventures to breaking into Silicon Valley and her take on the future of AR in games.

Here’s a glimpse of what you’ll learn: 

  • The Revolutionary Tilt Five AR Gaming System
  • Jeri’s Early Adventures From Race Cars to Computer Stores
  • Breaking into Silicon Valley with Persistence
  • Valve’s Unique Culture and Hiring Challenges
  • Founding Tilt Five and Leadership Lessons
  • The Future of AR and VR

Resources Mentioned in this episode

Episode Transcript

Welcome to the Here’s Waldo Podcast, where we sit down with top visionaries and creatives in the video game industry. Together, we’ll unravel their journeys and learn more about the path they’re forging ahead. Now, let’s get started with the show.

Lizzie Mintus: Hi, I’m Lizzie Mintus, founder and CEO of Here’s Waldo Recruiting, a boutique video game recruitment firm. This is the Here’s Waldo podcast. In every episode, we dive deep into conversations with creatives, founders, and executives about what it takes to be successful. You can expect to hear valuable lessons from their journey and get a glimpse into the future of the industry.

This episode is brought to you by Here’s Waldo Recruiting, a boutique recruitment firm for the game industry. We value quality over quantity, transparency, communication, and diversity. We partner with companies, creatives, and programmers to understand the why behind their needs. Before introducing today’s guest, I want to give a thank you to Hans ten Cate for introducing us. 

Today we have Jeri Ellsworth with us. Jeri is an inventor, product creator, chip designer, and system level engineer. Her love for invention began with building race cars before working on hardware design, creating a complete Commodore 64 system on a chip housed within a joystick called C64 Direct to TV. Her combined passion for gaming and invention has fueled the creation of many cutting edge technologies, including culminating in the creation of Tilt Five, the world’s first augmented reality tabletop gaming system.

Her vision for the future of gaming is driving innovation for the entire Tilt Five team. Thank you, Jeri, for being here. 

Jeri Ellsworth: Thank you so much. It’s an honor to be here. 

Lizzie Mintus: Can you talk a little bit about the Tilt Five and congrats on the launch? 

Jeri Ellsworth: Oh, yeah. Tilt Five has been a long, passion project for me. Not to go into too many details on it yet, maybe we’ll get into it later, but it ultimately culminated out of time that I spent at Valve Software. And it was actually a piece of technology that I invented there alongside a lot of other amazing engineers and then purchased it from Valve Software, brought it over to a startup when virtual reality and augmented reality was really exciting and hot. And I had a massive failure with my first attempt at a venture backed startup, learned a lot of lessons, but a group of us got together and bought the technology one more time and under the company named Tilt Five and we actually productized the technology. 

We released it about a year and a half ago. So far people have been liking it a lot. We shipped a lot of units. It’s very economical, but it’s really focused on bringing the family together to play games. So if any of you have played VR type games before or even used AR, it’s very much a solo experience. And our sweet spot, price and the way that we bundle the system, it’s made for in home group game play where the whole family can participate. 

Lizzie Mintus: And it’s mostly tabletop games, right? 

Jeri Ellsworth: No, pure video games, tabletop games. So there’s a lot of different type of gaming applications that can run on our system, as well as we’ve been seeing a lot of traction in training, education, and more professional uses as well.

So as we monitor our sales and talk to our customers, we estimate probably a third of our sales are going to non gaming applications now, in particular group, collaboration sessions, whether it’s computer aided design collaboration or teaching science modules to junior high and high school kids, that type of application.

Lizzie Mintus: I have someone to connect you to. Remind me after the podcast. 

Jeri Ellsworth: Oh, will do. Always looking for connections. 

Lizzie Mintus: I want to talk more about your early career. Hans told me, and in your intro, you used to build and race dirt track cars. He also told me you ran a chain of computer stores and a pinball rental business. Can you elaborate? 

Jeri Ellsworth: Yeah, I’ve had a very strange path in life. Maybe I’ll go a little bit back, a tiny bit before the race cars to kind of set the stage of why I did it. I was a super sweet kid. Going back to before I was probably even in public schools and things like that, but very fascinated in technology.

And some of my earliest memories around technology was getting into my dad’s tool chest and getting screwdrivers out and taking apart my toys, which was very frustrating for him taking apart these expensive toys. But I really just had this innate desire to understand why things worked. I just don’t like things that seem like magic. I must understand them. And ever since I was very young, my father and I quickly, maybe just to preserve his bank account, he supported this and found that I was happier taking things apart and playing around with broken electronics and mechanical devices. So there was always a constant flow of little gadgets that were mostly broken that he would bring home that I could take apart.

And that set the stage of learning an intuitive feel of how things were. Going back to being kind of the sweet kid. Well, things kind of change. You know, if you’re the sweet kid, you’re the one that gets picked on. And so by the time I was in high school, I was viciously attacked by all the kids in school because they could make me cry easily and things like that.

But there was like this transformative event for me where, just this one bully pushed me too far and I clobbered him with a big heavy math book or biology book or something and got suspended. But when I came back to high school after the suspension, the bad kids were like, Hey, you’re pretty cool.

And being fairly smart and figuring out how the world works, like, okay, if I’m kind of a badass, then people leave me alone. So I started developing this persona around myself as being the troublemaker, bad kid, a little wild and crazy. And it worked well, it was a great defense mechanism for me.

But, it wasn’t a particularly happy time in my life, just putting on this facade of being something I wasn’t. But as I was looking to kind of grow my persona, we lived in this logging town in rural Oregon. And around Oregon, there’s lots of little dirt tracks, where these V8 powered, race cars are all racing together. 30 cars at a time, crashing into each other occasionally and going really fast. And there’s nothing more badass than racing cars. And my father owned a gas station, which I worked part time. I had a bit of an experience with cars. And I thought that would be a really cool thing to do. Exciting. And I begged my father to build me a race car cause he had raced a little bit in the past, which he refused.

He’s like, you’re going to kill yourself. No way. I’m not going to support this. But finally, after months of pestering him, he finally relented and said, well, the only way that you’re going to get a race cars, either you somehow save up the money to buy one or you build it yourself. And so obviously just working for minimum wage for my father, I wasn’t going to save up to buy one of these cars. They’re quite expensive even back in the early nineties. 

And this is also kind of where I started to learn about mentors, which have helped me throughout my entire career. And I just had to build the car myself. So what I did is I went around town, talked to all the machinists in town. Since we were in a logging town, there’s a lot of need for machining parts to fix the logging equipment. And I found this, my first, real, entrepreneurial mentor and a technical mentor, which was pretty cool. In exchange for cleaning up his shop on the weekends, he would teach me how to weld and machine parts and actually started building the race car in his shop, under his guidance.

And then my father got more involved cause he didn’t want me to get killed. And yeah, I ended up building my first race car through VHS tapes and books that I somehow found and went out to the racetrack for the first time. And I was terrible. But I had this desire to get better. And one of the books that I had, and since I’d kind of learned, well, people will help you out if you’re very eager to learn from them.

One of these books in the back, there was a phone number. And so I started calling this phone number and talking to the guy that wrote this book. And he invited me out to a shop all the way out in Florida to teach me everything about race cars.

Lizzie Mintus: How old were you at this point?

Jeri Ellsworth: I was 17, I think. Maybe 18 by the time I drove cross country on a Greyhound bus to go meet this racing expert. But anyway, he taught me how to set the car up, which was important. I didn’t know how to actually set it up to go fast, but what he taught me was the psychology of winning. That was more important than actually how good your car was or how big your motor was. And that was a really interesting moment in my life.

And so I came back and I. Started doing quite well. I got sponsored by British Petroleum. I ran the circuit up and down the West coast. And yeah, that was pretty exciting. I wasn’t particularly happy though. I was, it still felt like a facade. But my father thought I was going to go all the way, be a professional race car driver and he was reaching out to racing teams in North Carolina to see if I could be on the race team. 

And then all of a sudden one day, a friend of mine from high school, we’re all out of school at this point. I actually dropped out of high school because I was making so much money racing. But anyway, we were out of high school and I went to his house and he had set up a man cave in the garage. And he was into computers and he made this 486 computer out of parts that he tricked a wholesaler to sell to him. And he’s like, Oh, I only paid like four or 500 for these parts, but this computer is normally like 1,600. And at this point, doing the racing, building race cars for other people, I had this kind of entrepreneurial desire.

I’m like, well, that’s heck of a lot easier than dragging a race car up and down the West coast and being around all the knuckleheads at the racetrack. And just like that, I just like, Hey, let’s open a computer store, which was very disappointing for my father, because he was like, thought that this was going to be my way in life. This kind of screwed up kid, um, that I was, but that was good. I ended up opening a computer store with my friend. And of course I was, this gothy kid that hung out at the racetrack and swore every other word. So, immediately my co founder and I started butting heads and he ended up booting me out of the business, but it kind of got me going and I had a chip on my shoulder and I decided to open a store down the road from him just to drive him out of business, just to be vindictive.

So that’s what I did. I didn’t have a lot of money available to open the store. So I ended up moving out of my apartment, taking the deposit to get the this rental place, and I would jump into his dumpster and get all the colorful boxes out for the different computer components and just put it on the wall like I had inventory.

So it was definitely a little shady, Rob Peter to pay Paul, but people would come in and like, Oh, I want the sound card or this custom build. And I’d be like, well, you’re going to have to wait a little while and I take their money and go get the parts and build it. And this is where another interesting mentor entered my life. Across the street was this very successful insurance salesman, and he was interested in computers.

So he’d come over at lunch and he saw that I was getting very skinny because I wasn’t eating a lot and didn’t have money. So he’d bring lunch over to me and we’d sit there and talk and he would mentor me about how to run a successful business, and this is where I was first introduced to relatability.

And he’s like, I understand the look you’ve got going and the persona you have, but there’s this thing called relatability. Like your customers probably can be put off by Doc Martin boots and heavy eyeliner and stuff like that. And all the swearing and, I admired him because he was a very successful business owner. And then it just kind of came to me. 

You know, I don’t need to be protecting myself from bullies in high school anymore. And I started to make changes in my appearance and my personality. And I started becoming much happier at this point. And lo and behold, the business started taking off like crazy. And plus I had this chip on my shoulder that I would not be undersold, that I was going to drive my ex business partner out of business. So quickly drove him out of business. And then the store started taking off. 

It was perfect timing. It was 1995. Everyone was getting their AOL discs and windows 95 had come out. So we were selling lots of computers, started learning how to hire and fire people and get the right people on board. And we ended up growing that business to five stores all up and down Oregon, the West coast of Oregon. But then that all fell apart in 2000. There was this whole y2k thing. Money was flowing in like crazy because everyone was upgrading, but the market got saturated. And all of a sudden I was hemorrhaging money like crazy. And this entire time through racing, through the computer stores, I continued my side passion of electronics and things like that.

It gave me the money to buy the tools and instruments and start working with these components and stuff, which was very lucky for me. So the computer store started failing and we tried everything to keep them going. Eventually I just gave the stores away to the employees, any of them that wanted to try to give it a go.

And, you know, we closed some stores immediately. Some people gave it a go and they closed sometime later, but in fact, there’s one store still in business and can be Oregon. I can’t believe it. I check every once in a while. So it survived. 25 years probably. Yeah. Sorry, that was long winded. So I’m not boring your audience.

Lizzie Mintus: I think that you’re hilarious. I like your spite and no, it’s a super unique story. And then I would love to hear more about Valve, the most interesting company in the world. So I was telling you that I started recruiting for this AR VR company before the podcast. And I remember the first person I talked to from Valve, I was like, what do you mean you don’t have a manager?

How does this place work? And then I went into Glassdoor and it was this big rabbit hole. So I’d love to hear about getting a recruiter to valve what you did, what it’s like to work there? 

Jeri Ellsworth: Yeah. Well, I probably can’t go into valve until I talk about how I built up to the point where they wanted me. And there’s some interesting stories in there and hopefully it isn’t going to be boring, but now the computer stores have all failed. And I’d lost my life savings. And I was living in Portland at the time, but I had gotten really good at electronics. I’d started working with these chips that let you emulate basically what a custom chip could do. It’s called an FPGA, and was quite good with those. And it’s kind of funny, every one of these transitions in my career, I’d go back to my dad and just ask his advice and he would tell me to do the safe thing, go back to school, get a GED, go to college, do the right thing. But I’ve always had chips on my shoulder, which I don’t recommend. Most people probably shouldn’t try to go through life like me, but it’s worked for me. Just having someone tell me I can’t do something or making me upset. And then I get a little vindictive. I don’t know. I talked to my dad and he’s like, do the safe thing. And I’m like, I think I can break into Silicon Valley. I’ve just heard these stories of the WASNY acts and the jobs and these people that, you know, didn’t complete school and they’re, and they made it happen. 

And so, I got a part time job for minimum wage just to be able to keep the lights on in my apartment. And then I started flying down to Silicon Valley and going to trade show events. I didn’t have the money to get into the trade shows, so I had to coattail my way into most of these. So that was kind of interesting. It turns out if it looks like you belong, you can get yourself into almost anywhere. And…

Lizzie Mintus: Yes. Plus one on that. 

Jeri Ellsworth: Yeah. And so, you know, of course I couldn’t pay thousands of dollars to go to these trade events, but I knew I had to meet people down here. So that’s what I started doing and started meeting people. And I started, you know, it started off with some mentors, some people that took an interest in me. And I took an interest in them and their experience and their history. And it was very, very nice, virtuous kind of cycle. So setting up, but I still wasn’t getting jobs. I was getting rejected for a lot of jobs.

Typically I’d go, I’d finally, you know, talk to people at these trade shows and events, and they’d be like, Hey, you should come talk to our team, do an interview and go do an interview. And my resume looked really cool racing cars and owning all these businesses and I’d padded out with all of this electronic stuff that I build. I’d have big lists of like, I designed this video controller and this and that. 

But it was, dozen times at least I’d be partway through an interview and they’d cut it off early. In particular, they’d be like, well, where’d you go to school? I’m like, well, I didn’t. And have you worked anywhere doing this? I haven’t. But I got a break. I got a real lucky break at one point. I was very, I was back to taking the Greyhound bus. I couldn’t even fly at this point. 

I was just so out of money. But I had taken the Greyhound bus to do this interview. It got cut off early and I was walking out of the, down the stairs, out of the building, and I ran into the co-founder of the business who had personally asked me to come interview.

He’s like, where are you going? I’m like, well, they cut me off early. And then he’s like, well, have you talked to such and such engineers yet? And I’m like, no. He’s like, come with me. And he did a panel interview and just hosted it and almost unilaterally just hired me on the spot. And so like, okay, here’s my chance.

It was a pretty simple design that I had to do, but I worked day and night. It was a contract for very little money. And I didn’t bill every hour I put into it, but I took it very seriously to make a good design for them. And it worked out really well. They gave me a couple other contracts and that allowed me to spend a lot more time here in Silicon Valley and make contacts.

And from their references led to the next thing to the next thing. And ultimately I started to have this group of engineers of various disciplines that kind of followed me from startup to startup. And I got this reputation going of, you have a tough problem, look at Jeri. And she can bring some people in simultaneously to solve your problem.

And so much of my early career was jumping around to startups and just solve solving tough problems, which is not particularly easy to do at times. You’re in recruiting, you probably see this from the outside a little bit, but if you’re jumping in the middle of an existing team is the person to come in and solve the problems they have, there’s a lot of immune response. 

Lizzie Mintus: Yes. Absolutely. 

Jeri Ellsworth: So that was very interesting for me. And I learned some skills over the years and coached from my mentors and my mentor network grew a lot during this time, but just how to approach existing teams when you jump in the door, because most founders don’t know how to present new personnel that are coming in to save the day air quotes to the team without alienating you. So, you know, come in with a box of doughnuts and go to all the stakeholders, and get to know them. And don’t come in like a bull in a China shop and declare you’re going to turn their process upside down. It’s a little bit of a gentle hand. You have to learn to do this, but… 

Lizzie Mintus: I’ve had some coaching around that as well. Not to a company, but just not being a bull in a China shop. 

Jeri Ellsworth: Yeah. And then there’s a lot of other dynamics. Being a female in a male dominated industry is also really challenging. And I have a bit of an aggressive side and when people upset me, I can get very obstinate. And so having to put that into check, and learning how to say the right things when you’re in the boardroom or in the conference room with the engineers using the correct words, very definitive words. 

Like female engineers will say things just because of how they’ve been nurtured through life. Like, I feel like there’s this solution. And I quickly learned that if you use that kind of language, you won’t be taken as serious or even confronted. I’ve had people say, other engineers, there’s no feelings in our challenge that we’re working on. 

Lizzie Mintus: The very engineer replies. But yeah.

Jeri Ellsworth: Yeah, yeah. And of course, you know, engineers come in a wide variety of personality types too. 

Lizzie Mintus: Eloquently said. Yes. 

Jeri Ellsworth: But, so sorry, this is long winded. But this really leads up to a couple of events that then led to Valve getting interested in me. And so you mentioned one of them. And it’s funny, this Commodore joystick that played all your favorite night Commodore 64 8 bit games was a contract that I received from a toy company. They reached out to me. This was a very interesting project too, because up to this point, I’d only done, like system level design and FPGAs and stuff, nothing too risky. Not a high dollar at stake if you make a mistake. But they wanted me to design this chip and I’d never designed a chip before.

So they had found me through something. Maybe I posted online and none of us knew about social media. I don’t even think it existed at this time around 2003 or 4. But somehow on a forum or something, they found out about me, that I reverse engineered some of these old computers and put them onto FPGA emulators.

And they approached me and they’re like, can you do a custom chip for us? Now, custom chips, when you do those, there’s a lot of diligence up front. You have to make sure that they are fully tested and simulated and work well, because once you commit to making the chip, it’s millions of dollars. And so they asked me, can you do this?

Can you do it in a year? And I just took a big gulp and I’m like, yeah, no problem. Had no idea what I was getting into. And then I pulled together a little team and worked mostly on the software to drive the user interface of this device. And then I started working on the actual chip itself and it was a lot of work. This was day and night, putting this together. Plus I had to enable the software team. So I had to make emulators for, and I was doing it primarily by myself because they didn’t give me much budget and we were getting close to production and we were late by a month. And the toy companies like, well, we can’t wait anymore.

We have to have these devices on a boat heading to the U S for Black Friday. It was going to be their big launch of the product. So they committed to just making the chips without any, like you could test chips and de-risk a little bit. They just built them all and millions of dollars of these chips.

And then they shipped them over to China to be integrated into the toy and they didn’t work. And. So this is a New York toy guy. So very stereotypical New York executive, lots of swearing. I got along great with them because I knew how to fit into that. 

Here comes the phone calls with lots of swear words because so much money was on the line and they’re like, you’re getting on a plane, going to China and you solve this. And it’s like, once you make a chip, there’s not much to solve, unless it’s something external and I got very lucky. I got over there. It was an external problem. It was something the factory did. They tried to reduce the design to make it cheaper without informing me. And I was able to get them back on course.

But an interesting thing that happened that led up to this product going viral was the engineers that were working on this, we were all passionate about this old computer because we all had them when we were kids. So we put Easter eggs in. We put extra video games in, we took pictures of ourself drinking beer with famous programmers, and there was a game where you jumped off a cliff and you had to like crash your head into the rocks below perfectly to get the highest score. And we thought it was quite funny to have these hidden in there. But when I was at the factory I dropped into the secret menu to check it and see if it was working well and one of the toy folks were there and they’re like what is that and I’m like oh we added a couple extra things. And they’re like oh no, what did you add you must tell us right now. And well there’s age ratings on toys and like drinking beer and suicide games, not good.

So by the time I got back from China, I had my answering machine. Remember those was completely full of this toy. You’re done in the business. You’re never doing anything in the toy industry again, just yelling and swearing. And like, you really messed up bad and like, Oh no. 

Well, the guy I was dating at the time, he’s like, well, Hey, since you’re not doing anything in the toy industry anymore, why don’t we find a way to leak this Easter egg out to the world so people can find it?

And like, okay, so he made this fake blog that was supposedly a factory worker in China that liked to hack on toys. And this is the latest toy he’s building. He found this really cool Easter egg and made it look really legit. Back in the days of Slashdot, somehow it just percolated right to the top of Slashdot. And the toy sold out in one week. And what was funny is now the toy executive is like way to go kiddo. I know it was you. 

Lizzie Mintus: Want me to play you back my answering machine? 

Jeri Ellsworth: And then I went on to do far more successful toys in the toy industry. About 20 million laptops for girls and stuff like that. But people remember me for that toy because it just went so viral and it was a very special project. So much of our personal love went into it, which made it attractive. 

Lizzie Mintus: Yeah. 

Jeri Ellsworth: So leading up to Valve, there was one other company I worked at. And there’s a lot of companies in between, but there’s one that I worked at that was making a system for streaming video when it was very difficult to stream video like we’re doing right now on the Skype call. You had to have big boxes to do it. So I designed a board for them and stuff to do this. 

And I’m like, well, there’s these new things like Twitch. It wasn’t called Twitch then it was just a TV and something else. I’m like, I might as well, like my home lab, I might as well just set up a streaming box. You know, just streaming me working at my workbench. It was really weird, but people would sit there and watch and talk to me. And it was kind of fun. It’s very common now, but back then it was kind of an insane thing to do. And that led to me doing a lot of YouTube videos and my passion is just education.

So my YouTube channel is just full of educational content, showing people how to do hard technical things at home with simple gear. That attracted Valve, because in my videos, there was various, like you know, here’s something I’m designing. Here’s the user interface. Here’s the value proposition for the user.

And I embodied a lot of the Valve way. The Valve culture and they saw that in it. And so they started stalking me. They, I collect pinball. So that’s how I got into the pinball rental business. I was living back in Portland at the time and putting pinball machines and bars and stuff. 

It was a great side hustle making lots of money. But, they’d come to pinball events, trade show events and things like that. And I’d be playing pinball and a Valve employee would be like, Hey, you’re Jeri, right? And they’d be playing the machine next to me. Like, we’d like to talk to you. And I’m like, No. I don’t want to go to a software company. I just was not interested. 

Finally, after two or three of these events and six months go by, Gabe Newell reached out to me on social media. He’s like, I want to come down and have lunch with you. And so he took me out to lunch. Yeah, and still he didn’t really convince me, but he convinced me to come up to Valve. And he said, it’s not an interview. It’s just to get to know us which was a total lie. 

As soon as I got there, it was a room full of people. It was a panel interview. They’re like, yeah, you want to make a, we want to make a game controller. How would you do it? I’m like, well, I’d go to this factory, I do this. And then I put this team together and it was super fun. I love panel interviews. That’s my favorite way to get recruited into a company because it goes back to my improv days when I used to do theater. It’s just like you’re thinking on your feet and it’s very interactive. 

But anyway, Gabe Newell tapped his nose or something and everyone got up and left and he sat and talked with me for a few minutes. And then he walked me down to the fourth floor of their building in Bellevue.

I guess they’ve moved now, but he’s like, this whole floor is yours. Just hire your dream team. And here’s the mission I want to give you. Right now, Microsoft is threatening our business with Steam, which is their digital distribution system for almost every PC game. 

At Windows 8, they were trying to exclude third party distribution platforms. So they’d actually split Windows into two pieces. There was the Metro side, which had kind of a tablet interface, could not have Steam on it, and then they had classic Windows. And so, the fear Valve had was that if Metro took off in the future and everyone liked it, they would have no way to run their multi billion dollar distribution platform.

And he’s like, bring the family together. I believe that the whole family should be playing games, not just hardcore PC gamers. Get us into the living room. This is our escape route. And so, yeah, we hired this dream team. It was really challenging. You talked about the Valve culture and stuff. Like, it was very, very hard to recruit people into Valve.

Lizzie Mintus: Why? Because they And I feel like it’s just this mystery, right? Like, I talk to people, they’re like, oh, Valve, it’s, you know, we don’t really get it. We hear they have rolling desks and they have an annual Hawaii trip. 

Jeri Ellsworth: Yeah. Yeah. All true. Yeah, Valve is very interesting. So I actually raked them across the coals when I left Valve and they still sold me the technology, but that’s a different story, because we can go into that if you want. 

So Valve prides themselves in being small, right? They have a limit. At the time they were trying to keep it around 300. They might be a little bit bigger than that 300 people. And, they try to get the best of the best into the company. And so they take their recruiting process very seriously. For us on the hardware side, to start bringing people in, we had to come up with a battery of interview questions that had to be approved by the Valve board, which was kind of like the oldest people in Valve. Even though there’s no managers, there’s kind of the secret of all of the old timers that keep the Valve way going.

And anyway, we came up with some really good interview questions, technical. You know, looked for products, focus, and people and. It was all great and everything and we got these great recruits, but they also had to go through a Valve culture fit set of interviews. 

One of them was a lunch where you were just very casual, but looking for red flags and culture fit problems. And then the other one was a video game scoring interview. So even if you’re an electrical engineer, you have to be able to come up with how to score a video game. And that was a nightmare for us because not all electrical mechanical engineers know how to make a good, rewarding game loop with scoring.

So there was just so many times we brought great candidates through and they’d like the culture fit lunch would go badly or they couldn’t. Do a Left For Dead scoring properly. And it’s like ugh… Took us forever just to get our first like 20 people in the door. 

I appreciate parts of their interview process. It’s really cool, but I think that some of it’s a little ridiculous. We had an instance where we had this amazing machinist and he wasn’t even going to be on site. We built a machine shop where he’d be working with metal and stuff like that and fabricating things. But Valve has this concept that anyone that gets hired can potentially go off and work on video games too, or do anything within the company. So they have to have this game knack for them. 

And so we couldn’t get this guy through the interview. We got him brought on as a contractor and he was amazing. But he felt slighted that he was just like second class. He wanted to be just an employee with all the perks of an employee. And so we pushed and pushed and we’re like, hey, this guy’s going to be like five miles away in this building. He’s not going to do video games and they’re like, Nope, Nope, Nope, Nope. Can’t hire him. And ultimately he left and our machine shop sat there empty for six months.

I don’t know what they ever did. I don’t think the machine shop ever really worked out for them because they just couldn’t hire people to be there.

The way I described it after leaving Valve, Valve felt a lot like high school, right? And as I mentioned, I didn’t have a great experience there, so I have sensitivities to weird politics and backstabby stuff. And so since anyone can move anywhere in Valve, and there’s no managers to assign them to projects. If you come up with an idea, which I had some ideas that were working on the hardware lab, my job was to go socialize it to other teams. So we needed software people. We needed UI people, artists and stuff to do it.

So, you know, we’re constantly networking within the company and like, Hey, we’re doing something really exciting down here. Here’s the potential. And we’re pulling people out of different teams. As soon as you’re pulling people out of teams and moving them into your team, you get a lot of enemies. And so, I put myself in a very hazardous place inside the company by driving these projects.

And they may not want to admit it, but the people that really like to get products out the door, assemble teams, have a very short, half life inside a Valve. They’ll get pushed out and ultimately that’s what happened to me for various reasons. And I can’t go into all of it cause it’s just too long.

But when Valve works well, it works amazingly well. The idea that if you pair a program, you might have a mechanical engineer with an artist, with a UI person, with a programmer, with an electrical engineer, all like circling your desk is super efficient. But when things break down, it’s worse than just doing a traditional hierarchy. Plus they have this bonus arrangement in there. So there’s yearly bonuses and the bonuses are very lucrative because they just are printing money like crazy. And so that invites a lot of really nasty behavior. So that’s all, it comes towards the end of the year.

There’s a stack ranking process, which is very political. So everyone gets very saccharine sweet and brings you cookies around the holiday and reminds you of the good thing they did earlier. 

Lizzie Mintus: I don’t play those games. Yeah, I can’t even actually like even hearing about it.

Okay, so you were there and then you worked on HTC5, Steambox, and CastAR. I’d love to hear about coming up with the ideas and I need to hear the story about how you convinced Valve to let you take it. 

Jeri Ellsworth: Oh yeah, okay. So there was all this political stuff going on and a whole group of us got pushed out. Boom, just like, out the door and at this point Valve was very mysterious. No one had lifted the veil behind Valve. And of course, you know, as I mentioned, I get chips on my shoulder. 

So they had a very weird firing process, which I adopted here at Tilt Five. So if you hire someone, you fire them, which is really cool. It makes you think twice when you hire someone. If you have to think about having to let them go, sometime down the road. So Gabe, let me go, right?

But their layoff process is weird. So I showed up to work and people were storming around and someone came out of the elevator and screamed, like, did you hear what they did to Ed? And I’m like, Ed was one of my mechanical engineers working on a project. And I’m like, what? Oh, they fired him. And so I go charging up to our floor, like, how could they just lay off one of our team without telling me. And then I walked in the door, I’m like, what’s going on? And they’re like, you’re fired too. 

And you check your email and they’re like, go see Gabe at four o’clock in the afternoon. So they just let us mingle around the floor and it was just this morose thing of people all over the company walking through and telling you like, I think it’s wrong. They’re letting you go. And I’m sad to see you go. And, yeah, and we went out to lunch. A bunch of us that had later like, you know, exit interviews and drank too much. Just very weird. I appreciate it. I guess it’s pretty cool that they have that much trust in people that they’re letting go that they don’t just lock them out., 

Lizzie Mintus: Yeah, that’s true. But I feel like marinating with people who are still working there. 

Jeri Ellsworth: I can only imagine it was pretty terrible. I mean, this is a big riff. They laid off about probably 20 of our team and probably another 20 more within the company. So there were a lot of people there that were upset and frustrated about it.

Anyway, I took Twitter as a thing at the time. I took a picture of my pinball machines that I’d lined up in one of the hallways, which was a destination for a lot of people in the company. To be vindictive, I folded the head boxes down so no one could play it except for the female weightlifting one, which caused all kinds of drama when I brought it in. It was weird because all the pinball machines were next to the gym, so I thought it was appropriate. But people were offended because it had a weightlifter on it or whatever. I left that one up. They could play the weightlifting one. 

Lizzie Mintus: That’s very you. I’ve only known you on this podcast. Very on brand.

Jeri Ellsworth: And so I took a picture of it and tweeted out like, yep, got fired today or something like that. And of course, rumors had gone out. There was a big riff at Valve. And so like the press started reaching out and anyway I did my exit interview with Gabe. And I was going to give him a tongue lashing when I walked in there. And, of course I broke down in tears at one point and just the full range of emotions. We developed this technology that’s behind Tilt Five. It’s a really amazing optical technique that does this light field. It’s low cost. It’s very innovative, but it was going to die if it was left there.

And as I was walking out the door, like Gabe, you should just sell me this technology. And he’s like, okay. Great. Okay. And then they walked me down to the HR department and like, here, you have to sign your exit papers and NDAs and non disparage and stuff like that. I’m like, no, I’m not going to sign this because I’d heard what the exit package was for other people in the company, like hundreds of thousands of dollars for some people.

And they like, I won’t mention it, but it was really small and insulting. I’m like, no, I’m not going to sign this. My story is worth more than this small amount. And they’re like, yeah, but it’s free money. And like, you can make it worth my while. You know, I’ll sign it.

Anyway, I was very upset about it and the press was, we’re reaching out and I’m like, sure, I’ll tell you about Valve. And so it’s out there. I kind of lifted the veil on Valve and talked about the good and the bad of it. And, it was very interesting. I was getting all kinds of emails from people inside Valve, like high five, it’s about time. Someone talked about the bad side of Valve.

And then other people are like, I can’t believe it. Like people had drank a lot of the Kool Aid, like, how could you say these bad things about a wonderful company like Valve? So Valve, their lawyers and HR are really upset at me because I’m talking to the press about this. And I just kept telling him, I’ll stop if you give me an equivalent exit package.

And they’re like, nope, you’re just what you’re offered. I’m like, oh, fine. Okay. Meanwhile, I was working with the same lawyers to push the sale through, which was very interesting. And Gabe, a man of his word, even though things weren’t particularly nice, he went through with it and we were able to buy the technology.

Gabe’s an interesting guy. He sat next to me for almost two years straight and he partly buys into the Valve culture thing and part doesn’t, just reading between the lines as he says things. At one point I went to Gabe and I said, I’m trying to promote this project. It fulfills what you want, like groups of people sitting around the table playing video games, these magical holograms popping out at the table that you can work with spatially, or you can play a traditional game or board game.

And his piece of advice to me. He’s like, all the best things that have ever happened in Valve were done by a couple people with arrows sticking out of their back. I’m like, wow, that that’s really horrible, man. That’s terrible. So yeah. You can get yourself into a lot of trouble at Valve. If you have a belief in something, you’re really pushing hard and it goes against the grain of what other people want to happen in the company because it’s just group think. 

Lizzie Mintus: The most interesting company in the world, truly. You had a company castAR and then you bought the technology back from that. Can you get into that a little bit? 

Jeri Ellsworth: Oh, yeah, that was… what a wake up call for me. What a learning experience. So virtual reality was hot. We had seeded the market for HTC. We’d seeded Oculus. A lot of Oculus technology that came out of Valve. And so investors were dumping lots of money. So I left Valve with a really great guy that I worked with there. And we founded this company called CastAR, which that wasn’t even its original name. I liked its original name better, but that goes into part of the story. 

Boom, we landed money real quick. We did a Kickstarter campaign, raised a bunch of money on Kickstarter, raised 15 million, just like that. But this is where I learned something super valuable. I had taken the reins a lot of times, throughout my career, ran my own businesses and stuff. For whatever reason, I got spooked about running CastAR. And I’m like, I need to hire a CEO that’s savvy about running venture backed companies. 

So I hired this great CEO that helped us raise money. Everything was going fine. But we raised money from Andy Rubin, who is, the number of times I told, I heard him say, We’re going from moonshots here. He’s a moonshot guy. So put all your chips on the table and just go as fast as possible. Either works or doesn’t. Did not like our CEO because he was more pragmatic. He’s like, we have to build a foundation. We have to have a good product and it can’t be all hype. So they pushed him out.

And then after that, I found myself being a minority on the board with no voice to back me up. And I just watched the company be run by a string of various CEOs and executives coming in from Sony, Disney and Zynga. Just a constant slew of people coming and going. And every time we got a new CEO or executive, the name changed in the company, which is funny.

They had to come in and rebrand the company, which was very costly. One of them was almost $500,000 worth of stock and cash that we put out just to rename the company. But the company name went from Technical Illusions, which was our original name to castAR to Jillian, Jillian ways to play to Sitecast, which was almost the same as castAR. That was the expensive one that was almost $500,000, such a waste of time.

Instead of focusing on the product, we were just too busy, like doing all these other exercises. Anyway, we burned through all the money. And we’ve developed most of the product, like we had working prototypes beyond what we did at Valve and it was looking good, but it wasn’t production ready.

And so many stories around the shutdown of CastAR we don’t have time for, but there’s a two hour podcast out there for your audience if they want to go find it where I just go through all the ups and downs and what I learned, but to summarize what I learned is I should run my own damn company.

Like you can’t outsource leadership in the company. And then also your board of directors is really important. They need to be aligned. And that if you get the wrong investors, they’re going to push you in a direction. That’s not good. And then stay focused on creating a frustum or a zone in which the company should go and then let your team underneath you refine that direction.

And anyway, we had this like great concept product and we shut down dramatically like that. And I thought this was going to be a huge stain on my reputation. So I went to my mentors and I said, Oh, this is so humiliating. I can’t believe this. And it was such a great product. And they’re like, you know you can buy your own IP back out of bankruptcy and just do it again.

I’m like, what ‘s possible? After like making a 15 million crater in the ground? They’re like, absolutely. And so that’s what we did. A couple of us came together, we pooled our money, we bought the technology and we started Tilt Five. My co founders were like, you need to lead the company. We need to make sure that the board is good.

We will not accept any money if there’s any red flags, which is really difficult to do at times, when you’re desperate and like weeks from running out of money. But we stuck to that. We probably said no to more money than we said yes to. And things have gone well. We stayed focused. I let the team kind of guide the direction. I just keep them marching forward in the right direction. And released our first product, as I mentioned, and it was well received and we go to trade shows and events and we have 45 minute lines for people to come in and play games. And it doesn’t matter how many demo stations we put up. It’s always completely occupied. So that feels good. 

Lizzie Mintus: Congrats. I mean, you launched it. 

Jeri Ellsworth: Yeah. A lot of startups don’t even get that far. 

Lizzie Mintus: Yeah. 

Jeri Ellsworth: And we did it all on $7.5M too so like half the money we burned through in like a year and a half at CastAR.

Lizzie Mintus: And you built a physical product with that, which is the craziest part. 

Jeri Ellsworth: Which is really difficult. We did it through COVID too, which we never stepped foot in the factory. So many stories around that, but it goes down to the team too. I think that one of my learnings from Valve is, you’ll be very, very careful about the team and then, help them move on if they don’t fit as fast as possible. That’s a problem in startups. I saw that throughout the years it is like, you feel really desperate and someone’s not working out. And most of the time they sense it. You sense it. But you just keep them around because the recruiting process is so difficult to fill their position and it’s almost never the wrong decision to get rid of them and just take the pain 

Lizzie Mintus: I was in this business seminar thing, and this coach of a guy who owns every Verizon store, like the most successful guy. And this guy does Ultramarathons, just one of those people that does everything. Just really intense, very small man. I mean, he’s like, everybody, raise your hand if you’ve ever fired anybody too soon.

No hands. No hands. 

Jeri Ellsworth: Yeah, no hands. Yeah, we try really hard here. We probably do better than most startups, but you almost know the first month. You almost know the first month. It’s just not compassionate for them either if you keep them around and they’re failing and 

Lizzie Mintus: That’s true. Yeah.

Okay. I have one last question. Tell me about the future of AR and VR in the next couple of years. 

Jeri Ellsworth: Oh, it’s exciting. Apple just released their product. So all the major players, all the cards on the deck are on the table now, which is cool. I’m pretty excited about what they’re doing over there. It’s different from, say, Meta Facebook. It kind of exposes different use cases. 

Now in the future, I don’t think that the Apple product or the Meta product is really the ultimate end like these giant VR headsets that they’re trying to put video cameras and feed video through. 

Our system is just clear lenses that you look through and you see the holograms on the table. So you really feel connected to the world. And that’s what really needs to happen with all these other platforms. It’s this real sense of presence and connection to the world. And that’s a really challenging problem. A lot of companies are going one direction with their optics. We found a clever way and we patented it and we took it in a different direction that’s going to serve us well for probably a good part of decade for like super economical AR systems that are small and lightweight. 

But what I predict is there’s going to be a lot of vertical applications out there and a lot of utility solved by these different types of AR headsets, but we’re still quite a ways away from being as useful as your cell phone. 

And if you ever stopped by my office, I set it up as a museum. So every room is dedicated to an era. Like there’s an Atari era. We have a Nintendo room in my office right here next to me. It’s like cabinets full of different technologies that inspire me. But as I look at these different things and reflect on, like, I have weird cell phones and things like that and weird computers, those industries didn’t happen overnight, even though it felt like overnight that they say the iPhone and Android became ubiquitous. It took 40 years from the very first, in car cell phones to something that’s a supercomputer in your pocket. And I think AR is going to be the same thing. There’s just so many incremental improvements in technology that have to happen. And those only happen when you have companies that find their vertical market and there’s lots of opportunity in those vertical markets to make lots of money.

Sure way to fail. And we’ve already seen in the AR space companies that try to make an everything-device you end up making a device that doesn’t serve any vertical market very well. 

Lizzie Mintus: Yeah, that’s true for all business though. I mean, you can’t have everyone, right? 

Jeri Ellsworth: Yeah. And it just happens over and over again. It’s just so funny. Now I’m steeped in the nasty world of venture capital and looking at all of the analysts’ reports. And just every industry, they get it so wrong. Like the Gardner report comes out and it’s going to be like, AR is going to be worth a trillion dollars in three years. And it’s like, when have we ever seen a trillion dollar industry ever emerge that quickly? I mean, maybe AI? Maybe, I don’t know. 

Lizzie Mintus: Yeah, it can’t happen overnight. 

Jeri Ellsworth: It’s almost impossible. So we have to get into that long tail of the gardener cycle. I think that’s where we are now in AR where people are hunkering down into their sweet spots. And ours is entertaining people in the living room and an emphasis on group experiences.

And in fact, our sales reflect that too. So we have a two player option, a three player option, both of those sell in equal numbers and are one player option. Almost no one buys it. So people are buying into things like sitting down together and playing games together. 

Lizzie Mintus: Your thesis is right. We’ve been talking to Jeri Ellsworth, CEO and co founder of Tilt Five. Jeri, where can people go to buy a Tilt Five or learn more about you? 

Jeri Ellsworth: TiltFive.com, all spelled out. You can probably find me on some of the social media. I gave up on Facebook products a long time ago, but I’m still on Twitter. I don’t know how long, so you can find me there, just Jeri Ellsworth, J E R I.

And then YouTube, if you want to take a look at some of my very nerdy educational stuff. Yeah, you should totally go buy a lot of Tilt Five systems off our website though. 

Lizzie Mintus: Please do. Thank you so much. 

Jeri Ellsworth: Thank you. 

Thanks so much for listening to the show this week. To catch all the latest from Hhere’s Waldo, you can follow us on LinkedIn. Be sure to click subscribe to get future episodes. We’ll see you next time.

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