Presented at the UP Global Summit that happened last weekend, a new paper from Kauffman Fellow Suren Dutia makes a convincing argument for the need for a board of directors early in a company’s life cycle.
A board of directors and the need for corporate governance is an often over looked aspect in early stage companies. However, having a board of directors can lend experience to the company as well as a built-in mechanism for mentorship. Brad Feld and Mahendra Ramsinghani address this in detail in their new book, Startup Boards.
This paper from Dutia gives a good overview of the issues surrounding an early stage board of directors including why a board is needed and how board members are compensated.
You can find the full paper here.
Your Story, a site built for entrepreneurs in India, published a review of Startup Boards: Getting the Most of Your Board of Directors. The review is quick to point out that this book is a critical read for entrepreneurs that are about to take on institutional funding and need to understand investor dynamics.
The post also contains a chart that summarizes the high level themes of the book.
Read the full review here.
Christoph Trappe, the reviewer, notes its easy to comprehend writing style and the book’s necessity for entrepreneurs wondering about the value of starting a board as well as those who already have a board.
Read the full review here.
I write books not to be the authority on an issue but to lay a foundation for an informed conversation. Below are the welcome additions to Startup Boards from David Thomas, a partner at WSGR in Palo Alto. These comments will join an errata when it becomes necessary.
You suggest that the idea of an executive session is useful for board discussion because it’s an attorney / client privileged discussion. But you don’t explain until later that the presence of the lawyer at the meeting is what makes it privileged. You clearly know this, but could be people who don’t.
The discussion of 280G isn’t as clear as it could be. A few comments on that:
- I’d drop a footnote that any payments in connection with a change in control could be parachute payments, not just carveouts (e.g., if acceleration is approved)
- I’ve never heard the term “280G election”. It’s always referred to a “280G vote” or a “280G cleansing vote”. From a pattern recognition perspective, you’re on your side of the votes much more than I am, so it could be phrasing that board types use.
- This one I’d strongly urge you to make—you say that 75% of shareholders not affected by the vote get to vote. This implies that the common holders who are the shareholders most affected are not counted in your 75%, which is absolutely not true. You meant to say 75% of shareholders not benefiting from the carveout.
Following are some nits around the Section 409A discussion:
- “Artificially low” implies that it has to be really discounted to be a problem, when in actuality 1 cent low and 1 dollar low have the same effect once the IRS audit starts.
- I’d also point out that serial acquirers are likely a bigger risk than the IRS. Google, Cisco, and Oracle look at this stuff closely.
- This and the next one are personal nits, IRS didn’t establish Section 409A, that was Congress.
- It actually happened October 4, 2004 “a day that will live in infamy” not in 2005
A great summary and review of Startup Books is currently up on Tech Cocktail: A Book in 5 Minutes: “Startup Boards” by Brad Feld and Mahendra Ramsinghani.
Get the overview of the book from Tech Cocktail then get the full read here: http://startuprev.com/boardbook
Check your Twitter feeds on 1/7 at 1:00pm MT for a Tweet Chat between Brad Feld, Mahendra Ramsinghani, and Mark Rogers.
This online event is hosted by Board Prospects.
If you are on a board, or if you are in the process of starting a board, this is a great opportunity to ask the authors of Startup Boards: Getting the Most Out of Your Board of Directors questions. To do so, tweet the question with #startupboards included in the message.
This is a guest post by Tim Huntley, EIR at The Startup Factory and the former CEO of Ganymede Software.
Last month, I received an advance copy of Brad Feld and Mahendra Ramsinghani’s book, Startup Boards: Getting the Most Out of Your Board of Directors. The tl;dr review is: If you are an early stage entrepreneur, Startup Boards takes the mystery out of how and why you should build a world class board of directors. The advice in the book is practical and actionable and is based on Brad’s and Mahendra’s experience on dozens, if not hundreds, of boards.
As I have gotten more active in mentoring and investing, I have been surprised by how few entrepreneurs appreciate the value of an outside board of directors. When my friends and I left IBM in 1995 to start Ganymede Software, we actively recruited several successful entrepreneurs to join our board. We recognized that we had led a sheltered life inside of IBM, and we wanted help. But even though I appreciated our board, I had zero clue of how to run an effective board meeting. This book would have been invaluable and would have saved me several years of having to figure it out on my own.
The single biggest lesson I had to learn, one that is mentioned multiple times in this book, is to have a consistent board package and to send it out several days ahead of the meeting. By doing this, we were able to move from 80% of the discussion being in the rear view mirror and shift it to 80% strategy and things I needed help with.
Another lesson from the book, and one I am not sure I understood well as a CEO, is that the job of the board is to aid and assist the CEO. I tended to think of the board as a decision making group, but in reality there were very few items around strategy that required a formal vote. Rather, what I needed to do was to take their advice as input and test against all of the other data points I was gathering.
In addition to the logical progression of information in the book, it is rich in anecdotes from folks like Fred Wilson, Scott Weiss, Reid Hoffman, Matt Blumberg, Steve Blank, and others.
Please, if you are an early stage entrepreneur, add this book to your reading list, and reference it as you transition through the different phases of your startup. It will be money well spent.
Tim is the former CEO of Ganymede Software, a venture-backed start-up he co-founded in 1995 with three friends from IBM. After growing to 100 people and $13 million in revenue, Ganymede was acquired by Mission Critical/NetIQ in early 2000. Tim is currently an Entrepreneur in Residence at The Startup Factory in Durham, North Carolina, and a board member of the Track and Field Athletes Association.
Preparing your board package is a bit of an art and a science. The sample slide deck below offers a framework for consideration (please see “Notes” section of slides as well). The primary goal for the CEO is to communicate with the board, in adequate detail. Your board needs to hear about your progress (or lack thereof).
Here are some points to consider:
a) Progress metrics: Each startup has different metrics and at the very heart of it, you as CEO / founder need to prioritize these over the next 12 months. These metrics could include adoption, revenues or simply, customer discovery / development milestones. The art form lies in picking the metrics that matter – quite simply, ask yourself – what is the one development that would help the company to be seen as a leader in this space? Can this development help raise the next round of capital at increased valuation? This is not about pandering to investors but knowing what constitutes value creation.
b) Significant developments / changes: Board members need to know of any significant shifts. Fired your CTO? Pivoted to a new market? Increased burn rate by a factor of two? All of these are important enough that your board needs to know – ideally before the board meeting. At the meeting, these topics are the ones that yield a robust discussion. Remember, a board meeting is not a one-way brain-dump from CEO to board. It is a two-way street and if you do not pause, ask questions or breathe – it will ultimately lead to frustrations. The board is there to help but you have to let them help you.
c) Financials: No matter how cool the product feature set may be, make sure you include financial statements in your board package. These are ideally prepared by your part-time CFO and include your income statement, balance sheet and cash flow statements. For very early stage companies, its best to offer a simple snapshot of
(i) Cash at hand (ii) burn rate and (iii) months before we need additional capital.
Ultimately, remember that a board package is nothing but a prop for communication and discussion. Your goal is to ensure that (a) your board gives you a thoughtful input / feedback on the company’ progress (b) knows where you need help and (c) is able to help you along the way.
You can download the original PowerPoint Slideshow Here.
I manage and lead all investment activities for Invest-Detroit’s First Step Fund, a micro-finance fund that is focused on seed and early stage investments in the region. Since its launch, the Fund has invested in 40+ companies across technology, healthcare and energy sectors.
In 2011, I finished a labor of love – a book titled “The Business of Venture Capital: Insights from Leading Practitioners on the Art of Raising a Fund, Deal Structuring, Value Creation, and Exit Strategies (Wiley Finance). See: http://amzn.com/0470874449
As Mentor-in-Residence at University of Michigan’s Office of Tech Transfer , I helped spin-out a Life Science tools start-up, 3D Biomatrix. In 2012, this company was recognized by Wall Street Journal Technology Innovation Awards (chosen among 536 entries).
At the MEDC, I led the efforts for development of two Fund-of-Funds programs that was signed into a legislation and currently deploys $200 million in VC Funds. I serve on the investment committee of two seed funds and on the Board of University of Michigan Social Venture Fund.
My latest book, Essays on Governance, was inspired by the events of the past ten years which has placed the discipline of corporate governance under a strategic as well as a regulatory microscope and has shareholders and the markets challenging boards to be accountable and carefully follow best practices which drive informed and objective decision-making. We have lived through several periods over the last decade when it appeared to many that our financial markets have been on the brink of complete collapse. And while calm and patient heads prevailed and we have experienced remarkable resiliency, it has not been without significant government intervention in the form of bailout packages and QE1, QE2, and QE3 and extensive legislature reform at the SEC, NYSE, FINRA, NASAA and PCAOB levels. Dodd-Frank legislation brought us not only greater oversight over the financial services industries, but also greater incentives for “whistle-blowers” to come for to report governance or leadership breakdowns and mandated that public-traded companies include an advisory resolution on their ballots to approve executive compensation, opening up a new and much more transparent “say-on-pay” paradigm in the participation of both ordinary shareholders and their activist compatriots and proxy advisory firms.
As entrepreneurs and leaders of emerging growth companies, we must pledge to our board and to our shareholders that leadership is about protecting the interests of others ahead of your own. We must lead by example. Leadership is about absolute dedication to the legacy of an institution or organization which is more important than the legacy or reputation of any one of its individual mentors. Leadership is about liberating yourself from conflicts of interests or hidden agendas. Leadership is about accepting responsibility for the consequences of your decisions, your actions and your inactions. Leadership is about setting aside your own personal beliefs in favor of the mission and values of the organization, though it helps if the two are aligned. Leadership requires those placed in a position to govern others to walk and talk the traits of integrity, modesty and self-efficacy, transparency, flexibility, emotional intelligence, empathy, confidence and decisiveness, accountability and patience balanced with a sense of urgency. Leaders must provide a sense of calm in times of crisis and inspire and motivate teams to accomplish organizational objectives. Leaders must be clear and concise communicators. As Colin Powell once said “Great leaders are almost always great simplifiers, who can cut through argument, debate, doubt (whining, rhetoric and turfmanship) to offer a solution everyone can understand.”
Whether you as the leader of your own company warmly embrace or actively resist principles of good governance, you may soon have no choice. Too many trends are converging to force directors and leaders to be accountable to the stakeholders that they govern. The transparence and interconnectivity of the social media, the rapid increase of shareholder activism groups and lawsuits, the new whistleblowing rules under Dodd-Frank, the significant expansion of the staffs and budgets of federal and state regulatory and enforcement agencies, the era of compliance in an attempt to combat fraud and distrust, are all driving forces which will ultimately create life under the near-perfect microscope and governance in the nearly-clear fishbowl. The passage of new laws, the significant upticks in shareholder activism and the robust activity by government regulators have ushered in the need for a new era of transparency and effective governance.
Board composition must include the right mix of skills, industry experience, market knowledge, diversity and battle scars. The board must be thick-skinned enough to withstand criticism and scrutiny, but its processes, deliberations and decision-making must be transparent enough to be subject to periodic evaluation and healthy debate. The key element of this delicate balance is alignment. Board skills must be aligned with strategic plans, board composition must be aligned with market demographics and consumer patterns, board interests must be aligned with stakeholder value and board commitments must be aligned with the fulfillment of fiduciary duties. Shared vision, shared values, shared goals and shared rewards are the best ways to close the gap between those who lead and those who are lead.
Risk assessment, management and mitigation has been elevated to one of governance’s top priorities for both emerging growth and more established companies. Risks come in a wide variety of shapes and sizes and the sources vary from Mother Nature to shareholder activists to computer hackers to disgruntled employees to volatile markets to fierce competitors to hyper-active regulators to rogue financial traders to social media rabble-rousers to political turmoil and sovereign debt crisis, to nuclear accidents to civil discord to just plain old-fashioned negligence, pour judgment and human error. Unforeseen risk is all around us and the board must be at the forefront of predicting risk, measuring risk, preventing risk and mitigating the consequences of risk. Unexpected surprises and getting blindsided are no longer acceptable explanations or excuses when significant shareholder value is at stake.
Boards must proactively anticipate risks in many disciplines, not passively react to them when problems arise, or even worse, hide under the mahogany table when challenges surface. Contingency planning (having an evacuation plan, a fire drill map, the ability to pivot, a “Plan B” ready to go, etc.) is all part of strong and effective governance. Board members need to seek out the advice of outside legal and accounting professionals to craft these plans, as well as from certified risk managers, such as the 21,000 financial and operational risk professionals who are members of the Global Association of Risk Professionals (GARP), based in Jersey City, New Jersey, (www.garp.com). The bottom line is that if today’s board member is going to be held accountable (and potentially personally liable) when and if the proverbial “poop” hits the fan, then you better be trained to be pretty handy with a shovel.
As we all know, great companies come and go – the board and executives primary role is to keep them great and well-managed for a sustainable long-term future. IBM celebrated its 100th year of existence on the shoulders of great leaders and the vision and ability to transform and evolve its mission and business model. The only market condition which remains certain is change itself. Board members must keep their eyes on the road and their ears close to the ground to anticipate change and re-direct the ship accordingly. The root of the word “director” is in the terms “direct” and “direction” and it must be the board at the helm of corporate strategic navigation.
To navigate properly, like the Cheshire Cat, first ask “In what direction do we want to go and why? Then ask, “how ready are we to truly begin and complete this journey?” Applying principles of intellectual honesty and integrity in identifying challenges in organizational capacity and readiness. Then ask, “what concrete steps need to be taken and what responses will we need to complete the journey? An empty canteen is as about as valuable as forgetting to pack it altogether. Then ask, “how do we keep momentum going during the journey itself?” Many companies stall, pull into a rest stop and never get back on the highway or simply forget to follow a roadmap as their mission derails and their companies unravel. Forward progress is critical. Finally, inasmuch as life is a journey, not a destination, ask “how can we as a board set new goals, new metrics and target new destinations so that our company continues to evolve, grow and drive shareholder value?” As leaders, if you can be committed to asking these five questions on a perpetual basis, the road to strong governance will be well-paved.
Andrew Sherman focuses his practice on issues affecting business growth for companies at all stages, including developing strategies to leverage intellectual property and technology assets, as well as international corporate transactional and franchising matters.
He has served as a legal and strategic advisor to dozens of Fortune500 companies and hundreds of emerging growth companies. He has represented U.S. and international clients from early stage, rapidly growing start-ups, to closely held franchisors and middle market companies, to multibillion dollar international conglomerates. He also counsels on issues such as franchising, licensing, joint ventures, strategic alliances, capital formation, distribution channels, technology development, and mergers and acquisitions.
Andrew has written 17 books on the legal and strategic aspects of business growth, franchising, capital formation, and the leveraging of intellectual property. He also has published many articles on similar topics and is a frequent keynote speaker at business conferences, seminars, and webinars. He has appeared as a guest commentator on CNN, NPR, and CBS News Radio, among others, and has been interviewed on legal topics by The Wall Street Journal,USA Today, Forbes, U.S. News & World Report, and other publications.
Andrew serves as an adjunct professor in the M.B.A. programs at the University of Maryland and Georgetown University and is a multiple recipient of the University of Maryland at College Park’s Krowe Excellence in Teaching Award.
As Brad and I are putting finishing touches to the book “Startup Boards”, a friend alerted me to something you don’t see often. A “job posting” for a “Board Member” on LinkedIn !
What more, over a hundred people had applied. “Its on fire” as Linkedin points out. Would a startup board member be recruited via an advertisement? Unlikely. Startup boards are driven by (a) relationships of lead investor (b) skills and experience of the board member. Many times a VC will say “We should have this person on the board because….” Often, the independent board seats go unfilled. As the VCs network tends to be larger, the responsibility of shaping the board defaults to them. First time CEOs / founders do not necessarily pay much attention in shaping their board – this needs to change (a point we emphasize strongly in this book). Often, the closing of the first round of capital is such a romantic high, or a relief, that CEOs and founders ignore the board structure and its possible dynamics. This comes back to haunt the entrepreneurs later, especially during tougher times.
Here are a few lessons we learn from eGain’s advertisement:
First, define the role: The ad is pithy and succinct. (See full text of this ad: eGain Board Member position description ) The four bullet points you see above summarize the role of the board member. CEO selection and their performance assessment is the primary role of any board member. The secondary role is to assist the CEO in anyway possible. Yet, notice the one and only qualifier: the applicant must have been a C-Level executive in a Global 500 B2C corporation. If a board member has walked in the shoes of a CEO, they know how to support a CEO well.
Cast your net wide: What are some tactics founders use to search for board members ? If you rely only on your network, you may not know what you are missing. As they say, if you do what you have always done, you will get what you always got. If you played with the same people all your life, the game will be predictive. LinkedIn offers interesting ways to search for board members. Mark Rogers, an entrepreneur who often writes about board matters has started a company Board Prospects to help find and recruit board members. Some founders we talked to have used recruiters to cast a wide net. Others have scoured public company 10-Ks to find the best and brightest. The best CEOs recruit a board member, as you would recruit an executive of your team, says ReturnPath CEO, Matt Blumberg. Some of his blogs on boards are worth reading.
Monitor their performance: So once you hire an executive, good CEOs ask – is this relationship working? Does this person listen and get along with others ? (Chemistry is often the primary cause of disruptions) Do they serve the company ? Or just their own egos? Do they say what they are going to do – and then live up to it? In Startup Boards, we present simple ways to assess your board’s performance. In my book, “The Business of Venture Capital” I have a whole chapter highlighting how good VCs add value on startup boards. Finally, if you think a board member is wasting their time and yours, call them out. Your startup is your life – its way too precious to be treated in a cavalier, lackadaisical manner.
eGain’s board member advertisement is short and simple. And its on fire – 124 people are trying to be on its board. As a startup CEO, it offers simple lessons – define the role, cast your net wide and let the best and brightest compete to be on your board.