D1 Training CEO Will Bartholomew on Athletics, Growth, and What Made Peyton Manning Special

0:00On Builders, I speak with entrepreneurs, CEOs, and leaders about growing their career and growing their business. Today, I speak with Will Bartholomew, who played college football with Peyton Manning, went to training camp with the Denver Broncos, and then had his football career evaporate in an instant with an injury. So he pivoted and built a business called D1 Training over the last 20 years that now trains 35 ,000 athletes across the country. Any category of business can take away a ton from this conversation. And if you like sports, there's a ton for you here. And there's also a really funny Peyton Manning story that Will shares.

0:41Hi, Will. How are you? Good to see you. I'm doing great. Thanks for having me, John. Really appreciate it. In the spirit of D1 training, I wore a t-shirt of my D1 school today, Northwestern. We don't always have a strong football program, but we always got to root for them. Yeah. Maybe no match for a true SEC powerhouse like you played for, but we're trying. We're recording this to start a football season? Is that a time that's crazy frenetic for you? Is a time that you're excited? Tell me about the beginning of September or maybe it's like training's been happening two months. You're already in the middle of it.

1:17This time of year, every August, I wake up. I still have those wake up in the middle of the nights and think I'm still in a football training camp. It's like an anxiety dream. Yeah. You get the anxiety dream. You're like, am I back? And then I'm like, oh, no, I'm not. I'm actually a 46-year-old man with kids going through that. No, but this time of year is a really special time for us because my middle son plays football at Vanderbilt. So he plays middle linebacker there. So I'm getting to watch him go through the D1 experience. And then I have a junior in high school who plays quarterback. So he tees it up on Friday nights and lets it rip.

1:58And so it's such a great time of year. I love, love, love football season. I love it when it gets into like week two, you know, week three, you know, get through the tough grind and really start, you know, seeing what happens with all these football teams. Yeah. And the weather cools down a little bit, probably makes it easier to play. So I really want to talk about you building your company D1 training, but I feel like we should go rewind a little bit. But maybe if you don't mind, tell the audience about your life as a D1 athlete. And I'm also curious, at what age did you know you'd be able to play D1?

2:34Was it last minute? Did you know all along, etc.? Yeah, for those of you who are listening, I started my football career, I was young. I started when I was in third grade. I was just obsessed with youth football. I had an older brother that I watched play. And I was like, man, I want to be a football player. My dad was a collegiate athlete. My grandfather was a collegiate athlete. And so it was a little bit in the blood and I was itching to get out there. I used to beg my parents to go. And so through middle school, the light bulb started going off. And when you're in youth football, everybody thinks they're a pro athlete.

3:14I thought I was Walter Payton. I was running hills. And how do I become the greatest running back ever? And then in middle school, you start getting like the eye opening experience of like, man, this is something that I love, but it's also something I realized I got to work really hard for. And my freshman year was when the light bulb went off because I had a knee injury when I was in eighth grade. And I had a doctor tell me in eighth grade that I probably never play football again. And so I had to work really hard. And it's where honestly, the passion and drive for the weight room kind of really inspired me because I changed my body.

3:56So my freshman year, I got a lot bigger. I started lifting weights. I started eating properly. I had a great motivational coach around me. And the light bulb started going off going, man, this is what I want to do. I don't know if I can do it, but this is what I want to do. And so worked really hard and got myself in position to earn a D1 scholarship. Started getting recruited heavily in my junior year, late in my junior year, and then really is my senior year where I kind of, you know, I'd say started getting recruited by the big boy schools and then ended up at the University of Tennessee and had a great run there.

4:32But yeah, those formidable years are really important. That's a really cool story. I think a great run may be a little bit of an understatement. You played with one of the most famous football players alive, Peyton Manning. And I want to ask about that because I presume, you know, even in the early 2000s, 90s, the late 90s, I can't remember exactly when that run was, I presume you had a ton of national attention and media coverage. And so I'm curious, like, what is the process by which a young adult handles that, whether you're observing how Peyton might handle that or thinking about that yourself because yes, you can get your body in as much shape as possible, but you have to control your mind too when you're on the field, on the ice, no matter what sport you play.

5:20Also, it makes me think about his nephew who's currently going through that at the University of Texas, Arch Manning. Did you know that Builders is sponsored by business.com? I'd love to tell you about a new free membership from business.com for small business decision makers. It's called business.com plus, and it's designed to address the pain in selecting new products and services. What is the pain you might ask? It's things like knowing which vendor is best for your specific business, negotiating pricing, having access to someone who can answer questions for you. The new membership business.com plus handles all of that with a dedicated advisor, pre-negotiated pricing and solutions tested and reviewed by experts.

6:03Check it out at business.com slash plus. That's business.com slash P-L-U-S. First of all, what a great family. They are absolute great humans. They're just great people. And they have the qualities you want. They're loyal. They're accountable. They work hard. They demand a lot of themselves. And so when I came into the University of Tennessee, So my freshman year was the year Peyton came back for his senior year. So he's a few years older than me. And when we got to play together, one of the things I learned is that great leaders hold everyone accountable. And they hold themselves to the highest standard possible.

6:52People ask me some stories about Peyton from college. And I'll never forget running a player-only practice, meaning no coaches are there. no helmets. We're out there running routes. And here I am, this freshman fullback, by the way. I'm not like catching the ball type. They brought me in to hit people, not to catch the ball. But running a player-only practice, I run a flat route, which is pretty much the only route of fullback runs. And Peyton drops back. And he's the one guy in players-only practice, that with the one quarterback that's not working on airing it out and throwing the hard slant, but he's actually practicing the check down.

7:34He drops back. He goes through all his reads. He rips the ball out. The ball goes through my hands and it ricochets off my forehead. I was so embarrassed. I grabbed the ball. I run back. I put it down. I get back in the huddle. Peyton looks at me and he's like, Hey, Will, you need to catch the ball. If you don't catch the ball, I'm not going to throw it to you. And, you know, we were friends and I looked at him and I said, in my exact words, yes, sir. To this day, to this day, we'll be at his football camp. He'll toss me the ball and I'm always wanting to catch it, you know? And I just think that's that level of accountability is really what made him great and made every player around him great.

8:16Cause you, You not only wanted to be accountable to him, but it just raised the bar for the entire team. And I love... I'm a big fan of adversity. Hence, I own a business where we train people and you get beat up when you're training. You're pretty sore after squatting. It's not all about feeling great, but going through that adversity. And I love seeing how Arch is responding to this past week because it's adversity. You got the media coming after you. Like you said, you're young, you're trying to handle that. And he's handling it with class, taking ownership and going to work and saying, hey, the best is yet to come.

9:00And I think that's a resilient mind always wins out at the end of the day. And I know you know that through perseverance and all these things. Totally. And we all have short, short memories. I mean, Peyton, Peyton, I think was the number one draft pick, but in his rookie year, threw a ton of interceptions, didn't win very many games. It's not always Super Bowls and playoff wins. I want to ask about adversity in your life. So you were at Tennessee, and as I understand it, you were thinking about or maybe had the opportunity to try out for some pro clubs. Am I right about that? You're potentially going to going to do that?

9:42What, what, what happened? Did you make it to the pros? Let, let the, let the audience know. Great question. So I came out of Tennessee. I got to play in the prestigious senior bowl as a fullback. I was rated on the draft board, thought I was going to get drafted and, you know, third, fourth round as a fullback ended up dropping off the draft board and I signed a free agent contract with the Denver Broncos. And I went into camp, I had a great camp, worked really hard, and I was running on air. I was on kickoff team, and we were just practicing, you know, no hitting. And I went and cut in my knee tore.

10:19Oh, geez. And I didn't realize that was the last time I put on, you know, the helmet. I thought, okay, knee tore, adversity, go through, rehab, do your thing, get back. And through multiple knee surgeries, ended up having to hang up the pads. It's tough because sometimes when you've worked so hard for something for so long and it gets ripped away and you feel like you're not in control of it, you can start to go down this victim mentality of being like, woe is me. And that is not how I was raised. Those feelings definitely crept in, though. And I had to look myself in the mirror and go, who am I and what do I want to be?

11:05And the one thing I had found was I had I love the weight room. And that was probably where I found most of my passion playing football. Like I loved working out. I love being there with the guys. And so I took all that passion and energy and started a business called D1. And I go, man, I want to train these athletes, give them what I experienced at the Division One level and bring these to the middle school, high school athletes and help some of these athletes reach their dreams. and get the most out of themselves and realize their potential. And so that's really how my business got started. It was all because of that adversity in those moments.

11:44And now you have state-of-the-art facilities across the nation. You all are expanding like crazy. But what was your first facility like? How did you recruit your first customers, clients, athletes? How did that all start? What were the first few months like? Just to qualify my personality, once again, I'm a fullback. And if you know what a fullback is, it's like, hey, don't give us a lot of instructions. Just tell us who to hit. We don't run sideways too much. Just downhill. And that's the way I was with business. It was just downhill right ahead. And I was like, man, I want to open this gym. Looking back, I wish I had done some of the things that I do today, which is like, man, go learn from the best, go study, go read books, create a great plan.

12:30But it was more of, hey, just go take action. I was in my early 20s. I was 24. And so I think sometimes you don't know what you don't know. And sometimes that's good. If you knew all the pain that I was going to go through in opening a business and learning how to run a business and cash flow and all the different models I was going to have to build, it might be too daunting. And for me, it was more like, no, let's go take action. And so we opened that first location. I did it with my college roommate. So it was a lot of fun. We had a blast doing it. We had no pre-sales, none. We were just inviting athletes going, hey, come train with us.

13:12We're a bunch of former college athletes and we can help you give some tips and tricks and learn some hard work on how to go to the next level. It was gritty. It was fun. It was exciting. Every day you came in and there was something new and a new challenge. And then you're watching these athletes realize their goals. We had so many athletes that come in that went D1, that went from middle school to where they weren't even playing in middle school to starting on the high school teams to winning state championships. And so you just get that like spurs you on and you get excited. You're like, man, I want to do more of this.

13:49And that first location, I know it was it was some great times. But I always knew there was something bigger, that I wanted to do something bigger. And for me, I'm extremely loyal. And I'm loyal to businesses, loyal to people. And I did not want to leave that business. I could have gotten into coaching and a couple of different paths that came across. And I said, man, I love this business. This is what I... I mean, if I could do this every day of my life, I would. And so I fell in love at an early age and been doing it ever since. I want to ask more about the growth. Maybe I'll do that a little later because I'm curious, like today, what is an athlete experience?

14:36Maybe initially it was weight room, maybe some motivational coaching, but sports science, at least as an observer, has really exploded. There's pliability. I hear that from Tom Brady. There's nutrition, there's sleep, there's strength, there's everything. What does an athlete experience when they come into D1 training? And sort of as a follow-on question, the top, top, top athletes, I know some of them actually come and I think talk at your locations. What do you feel like the true one percenters are doing that maybe the others aren't? Yeah. So from a tried and true training, the basics of blocking and tackling of strength and conditioning have not changed.

15:19You know, our bodies, interestingly enough, as we're growing up, you know, and you're going through puberty and you're in that middle school age and there's some movement patterns that you need to learn. And then when you start adding weight to those movement patterns and some resistance, you can really build a lot of strength. And typically an athlete who's bigger, faster, stronger usually wins. Don't get me wrong. There are certain sports where skill is maybe outweighs bigger, faster, stronger. There are certain sports, but I would say for the for most team sports, bigger, faster, stronger wins.

15:58And so the basics of our training program hadn't changed since I started the company back in 2002. You know, we're going to squat. We're going to do our Olympic lifts. We're going to teach that with proper form in middle school. So that way, when you get to high school, you can really move some weight. And so for me, when I look at what we're doing today, I go, I never want to lose that blocking and tackling. Now, things have advanced, just like, you know, these these college football teams and what they're doing from a practice standpoint. You know, we use technology to make sure we're more efficient.

16:33Um, we're teaching our athletes more about recovery and sleep and nutrition and all the things you're doing outside of the gym, uh, to make sure we're really winning inside the gym. Um, we're hyper-focused, uh, on in-season training. Uh, one of the big things that we've seen is the greatest athletes train in season. They don't shut it off. Now your training program and your periodization program has to shift and change. We're not maxing out weights during a season, but we're going to stay flexible. We're going to get our nervous system fired up. And so the blocking and tackling hasn't changed.

17:15And as we've seen, we brought in some new modalities and some new technology. You're able to get the workouts to be a little bit more efficient and effective. And so we definitely have seen that. And there's been a huge advancement. And there's so many equipment companies that have done a great job at making sure we have the latest and greatest equipment and making sure it really flows well with movement patterns. A great example is a kettlebell. Like when I first was coming up, there was no kettlebells. You know, kettlebells are a great way to do a full body, you know, and get a triple extension in your hips to make sure we're really building explosiveness.

17:55So those things have shifted. Our training program has become a lot more process oriented, too, throughout the years. When I first started, it was very much, you know, we're customizing so many things. But now we've seen so many different athletes. It's currently right now we're training over 35 ,000 athletes across the country. And so when you have 35 ,000 athletes, you have a lot of data points and you're able to go, hey, these programs really win. These movement patterns really win. This is how we're going to get be the most efficient. This is how we're going to make sure we teach proper technique and those types of things.

18:29So that has shifted throughout the years. And then when you're looking at the top one percenters, you know, you look at the the elite athletes that you're seeing on TV. these power four schools and in the, you know, the pro leagues, I think one of the big things that we've seen shift is how much knowledge they have as an athlete coming in. And so, which ultimately levels up coaching because they want to know the why. You know, why am I doing this A skip in a warmup, right? Why are coach, are you drilling on me to get my toe up when I'm doing high knees. And it's because, you know, a lot of times they want to know the why.

19:10And then when a coach is able to drill down and go, hey, we're getting our toe up because, you know, the toes, the central point of striking the ground when you're running your sprints. And anytime that toes down, you're basically decelerating. And so we really want to make sure we get that toe up and we practice those good habits. And so those are just some little things that have shifted. But the why behind what we're doing is really where we've seen athletes in the one percenters. They want to know why behind everything. That makes a ton of sense. I see that in all kind of all categories of business.

19:40I'm curious about how you expanded. You're talking about sort of analyzing a large data set, maybe something back when you opened your first gym that never even crossed your mind. And now as a large organization, maybe talk through your organization, if you will. I don't know if you have an analytics function, you have an HR function, a finance function. Maybe you could talk through a little bit about the growth in your organization to help you scale? Yeah. So to hit some of the functions of the business, we have seven functions of the business. We look at it as prospecting, which is also kind of like your marketing function.

20:15Recruiting is a big part of what we do as a company. We're recruiting athletes in, make sure they explain it really well, those types of things. And then we get them to commit to a program. That's the sales function, if you will, of most organizations. And then for us, we're always looking at how to graduate athletes. How do we take an athlete and give you more additional services? When we look at the graduate function, it's like, hey, how can we provide you the best supplements, the best gear you're wearing, the best whatever, to make sure we're maximizing your athletic ability? And then we have our basic finance and HR functions.

20:51So we have seven different functions of our business, the way we look at it. And for us, how that has evolved throughout the years, there's different iterations of D1. When you start your business in your early 20s, I would say in my 20s, I was building a lifestyle business. So it was like, man, I wanted to build a business. I could wear gym shorts and t-shirt and listen to rap music all day and coach athletes, give them some motivation and be fired up. And then in my 30s, I started realizing, man, I really want to be around smart people and bring these functions of the business to life and really be world-class at those.

21:31And then in my 40s now, it's kind of really turned to impact. I really want to serve athletes in a great way. And the company's evolved. We started as a corporate-owned location. We ended up doing 32 corporate gyms. We did big box gyms. So our original D1s were 18 ,000 square feet. It was big turf field, big operation, big staff. And we would go in and we would build these things. We'd also have... We had a physical therapy business as a part of it as well. And this is Will's entrepreneur spirit. Just like any entrepreneur, I was like, man, I want to open this business and this business and this business.

22:06And then in my late 30s, I got some great advice of going, hey, if you really leaned into what you love and go deep, not open more businesses, but go deep in your one business, you could really impact more people. And you could really serve more people. And so this service mindset has really been on who I am in my 40s. And so I really wanted to serve athletes well. And so I ended up selling off my therapy company, selling off the real estate company. And we reimagined what D1 would be. And for us, we would get so many inquiries from athletes from, you know, small town Arkansas, athletes from out in Oregon going, hey, what are you doing training program wise?

22:55I ran into this athlete that got exposed to D1. Can you ever come to my town? And one of the things we saw is an opportunity to really kind of bring kind of this fitness enrichment category to these markets where you're coming in and you're really impacting the youth. You're bringing a business that impacts a community and you're training athletes. And when you see this brand, this logo, parents want some... They want somewhere... And this is me because I'm a dad with three kids, three athletes. And it's like, man, I want to go somewhere I can trust that person. They've been through certifications.

23:30They're understanding periodization. They're understanding training. They're understanding inspiration and motivational coaching, not tearing kids down and hurting them. Right? And so that's what D1 means. And so we became a franchise business. We franchise D1 currently right now. We have 165 locations around the country, opening a bunch this year. And so the business has definitely shifted, but we've gone deep. We're really trying to make an impact on these athletes' lives. And I think we got a shot to make an impact on how athletics is done over the next 20 plus years. And I also think it's really smartifying.

24:12I'm understanding your business trajectory, right? That you've expanded your total addressable market, not just to aspiring D1 athletes, but the guys and gals like me who are trying to move up the, I started tennis during COVID, you know, and I'm trying, I'm trying to win my tennis league and, and I want to play tennis into my, you know, eighties. Right. And so like, um, it, how D1 serves folks like me. Am I, am I right about that? We have adult athletes, adult athletes. I mean, we, you know, for us, uh, we would get, um, you know, people like you, you would bring your kid in, they'd be watching this training and they go, Hey, can I participate in this?

24:56If this is the type of training that's happening at the D1 level where these athletes, you know, and at the pro level where these athletes are paying, you know, getting paid millions of dollars, I want this for myself. And so we have a great adult athlete program. You come in, you do a dynamic warmup. Your coach has a stopwatch and whistle. Oh, good. You probably haven't had that since middle school, right? No, it's been a while. It's been a while. When the coach is blowing the whistle at adults. And then we go in and we do what we call performance. And performance for an adult athlete could be, hey, you're going to be sitting in a chair all day.

25:32We're going to do bodyweight squats today, or we're going to do kettlebell swings to really strengthen that lower back. So that could be what performance. And then we do strength. And I'm a big believer in getting on getting in the rack. Even even after five knee surgeries, I still squat. I still put a bar on my back. And I'm just a big believer in moving that weight and having that adversity on the body because it keeps the muscle on for us adult athletes as we're getting older. Man, we got to keep muscle on our bodies to keep our bodies healthy and be able to move and prepare. And so, uh, and then we were, we're big about, uh, making sure we tax the system after that and we do a conditioning and then we do a cool down stretch.

26:15And so it's, it's really impactful. We see our adult athletes coming in, they get so excited. Uh, they might be more competitive than, uh, you know, our, our scholastic athletes, but, uh, it's, uh, they come in and man, they want, they want to, they want to really get after it in a smart and healthy way. And we want to make sure we're doing it through a periodization program, which is, it might be, might be something your, your listeners want to hear. What a periodization, you want to hear that? Yeah. Yeah. Yeah. Please, please define that. And then, and then also, also just in case, uh, on the rack, that means, that means the actual, the, the, the free weight that you're putting on.