Annie Withey and her husband were trying to promote a new kind of re-closable bag. But when customers ignored the packaging they decided to put a healthy snack in to draw attention to the bag.

Instead, customers wanted the snack so they pivoted. That pivot created an entirely new category, and ended in a $15 million exit in just 5-years.

In today's issue, I break down how Smartfood was born from a failed packaging idea, along with:

Enjoy learning how going away from plastic can be smart…LG

Growing up, Annie Withey wasn't the extroverted, sports-loving type. She spent her time in the kitchen, baking and observing. At college, she majored in English, immersing herself in writing and communication, skills that would later teach her how to frame ideas simply and authentically.

During college, Annie met Andrew Martin, a creative, mechanically minded student with an inventor's curiosity. They shared a drive to make useful, meaningful things.

After graduating from the University of Connecticut, Annie moved to Boston with Andrew Martin. They rented a small apartment and began exploring creative business ideas together.

Reinventing the Plastic Bag

Andrew Martin had an inventor's mindset, always sketching, tinkering, and imagining how everyday items could be improved. Annie, more intuitive and people-focused, complemented his technical side perfectly.

Annie took small jobs to make ends meet, working part-time while supporting Andrew's efforts to commercialize a new type of re-closable plastic packaging.

The couple's shared curiosity about products, design, and consumer behavior turned their apartment into a natural laboratory for experimentation. Annie quickly learned that selling packaging on its own was nearly impossible. The product inside had to spark emotion or utility before anyone cared about the technology.

That's when Annie chose popcorn. It was inexpensive, easy to make, and universally loved. She wanted something that tasted indulgent but didn't feel artificial.

In their tiny apartment kitchen, Annie began experimenting with air-popped corn and natural white cheddar seasoning. Her recipe was revolutionary in its simplicity: real white cheddar, butter, and salt, no dyes, no preservatives.

From Plastic to Popcorn

When they handed out samples, nobody talked about the bag. Everyone wanted the popcorn.

The reaction was immediate. Shoppers loved the clean flavor and the lack of orange residue. Store owners couldn't keep it in stock. Word spread through New England's natural-foods community about "that white cheddar popcorn from Boston."

After a year, demand had outgrown their apartment. Annie and Andrew partnered with food-industry professional Ken Meyers and launched Smartfood. The name captured their mission: a snack that felt intelligent, flavorful yet better for you. It stood out in a world dominated by neon cheese puffs and oil-fried chips.

The founders pooled savings and family loans to rent a warehouse, buy industrial air poppers, and set up a production line. Annie led quality control, often seasoning popcorn herself to maintain consistency.

The Black Bag That Changed Everything

With no ad budget, Annie led most demos herself, chatting with shoppers and handing out samples. Her warmth and authenticity became the brand's secret weapon. Consumers weren't used to hearing directly from the founder of a snack company.

She hand wrote letters to store buyers and customers and eventually turned Smartfood into a community, not just a product.

Local media caught on. The Boston Globe and Inc. magazine ran stories about the little popcorn company taking on corporate giants. Retailers began calling them instead of the other way around.

Within a year, Smartfood secured a distribution deal with a regional wholesaler, opening hundreds of outlets. The popcorn consistently sold out, often faster than they could make it.

Without big-brand leverage, they built relationships one store at a time. When trucks were late, Annie and Andrew made deliveries themselves.

A New Category Is Born

The founders' biggest obstacle was shelf space, giants like Frito-Lay and Wise dominated grocery aisles. Smartfood solved this by positioning differently: not as a competitor to Cheetos, but as a premium snack for ingredient-conscious shoppers.

Smartfood didn't fit neatly into any category. It wasn't "health food," but it wasn't junk food either. Its success proved there was a middle ground: snacks made from real ingredients that still tasted great.

Three years after launching, revenue exceeded $5 million. After four years, it topped $10 million, profitable, debt-free, and growing faster than they could build infrastructure.

In 1988, Frito-Lay came calling. The snack powerhouse saw Smartfood as a way to tap into the growing "better-for-you" market. By early 1989, the founders sold the company for about $15 million in cash, a staggering number for a five-year-old, self-funded startup.

Today, Smartfood remains one of the leading ready-to-eat popcorn brands in the U.S., with sales estimated at more than $600 million annually. The black bag, white cheddar recipe, and "smart snacking" message are still central to its identity.

Annie's Next Chapter

For Annie, Smartfood proved that a homemade product, built on authenticity and quality, could compete with global brands. But the experience also clarified what she wanted next: a company grounded not only in natural ingredients but in values, transparency, sustainability, and human connection... but that’s a story for another newsletter. Hint: Think mac & cheese.

Annie didn’t grow Smartfood through strategy decks or ad budgets. She built it by paying attention, trusting her instincts, and letting her personality guide the way. Her journey is a reminder that your story is shaped by how you listen and respond.

Here are three lessons you can use to strengthen your own storytelling.

Edelman’s global trust research shows that 81% of consumers need to trust a brand before they will buy from it. Trust activates the brain’s oxytocin system, which boosts connection, memory, and loyalty. People don’t just remember trusted brands, they return to them.

This is exactly what powered Annie Withey’s rise. Her demos, handwritten notes, and personal presence built trust long before Smartfood became a household name.

This short film “Further” by NatGeo as part of their rebranding for by National Geographic captures the core force behind every great founder story: curiosity. NatGeo reminds us that progress happens when we ask what else is possible and follow the questions that pull us forward.

It is the same spirit that pushed Annie and her husband to experiment, tinker, and eventually pivot into what became Smartfood. This video is a quick, powerful reminder that curiosity is not just a trait. It is a strategy.