Tag: board meetings
I’ve been to a gazillion board meetings. I’ve written a lot about them including a book called Startup Boards: Getting The Most Out of Your Board of Directors and piles of board meetings posts on this blog. I still do a lot of them, but I’ve definitely been on a quest the past few years to (a) figure out what works best and (b) try to organize my world around more effective board meetings based on what I’ve learned.
On Friday, I had a Mattermark board meeting. It was our second one since we invested in Q414. Danielle Morrill wrote a post in February about our first board meeting. It was a long board meeting as I’d reserved from 11am until the end of the day for it, followed by dinner together, but it was very different than the one we just had as we search for our rhythm as a board.
At the first board meeting, Danielle, Kevin, and Andy came to Boulder and spent a few days here together. In addition to the board meeting, they spent a bunch of time with founders in other Boulder-based portfolio companies of ours.
This time the Mattermark leadership team, including Sarah, BT, and Beau came to Colorado. They arrived Thursday night and drove up to my house in Keystone (about 90 minutes away). I got up early Friday morning and drove up there, getting there around 10:00am. The Mattermark gang was up, had just finished breakfast, and were doing what lots of startups do when they are hanging out waiting for an investor to show up (queue photo of people sitting around on their laptops.)
We got a little more coffee and then went downstairs into our big, comfy TV room. Last time, we worked directly in a Google Doc. This time, Danielle made a deck summarizing everything we’d been doing back and forth in via the Google Doc over the past week leading up to the board meeting. The deck looked good on our 75″ TV and we fired up Skype on a laptop at the front of the room for Lisa (who couldn’t come) and Megan (our outside counsel.)
We proceeded to spend until almost 8pm going very deep on various aspects of the business, product, product strategy, organizational dynamics, and goals for Q215. During this time, we took 90 minutes off for lunch and had a bunch of Mexican food at Fiesta Jalisco. At about 7pm we shifted into an executive session of just founders and board and then Danielle and I spent 30 minutes just doing a 1:1.
We then jumped into cars and went out to a late dinner. My favorite Sushi place Kemosabe Sushi had an hour wait so we went to Silverheels Bar and Grill next door. We were done talking business so we talked science fiction, crazy obsessive habits, fun ways everyone had met each other, and the stuff you talk about after a long day together.
They then drove back to my Keystone house to spend the rest of the weekend together. I drove home because I really wanted a weekend with Amy just hanging around and chilling out (she’s taking a nap as I write this.)
Overall, I’ve tried to shift my board meeting rhythm to once a quarter. My favorite board meetings are the ones that including the entire management team. I like to have a meal with the entire management team as part of the board meeting. I like to have social time and give the team time and space to get to know me better, and themselves better, outside the normal pressure of the day to day grind that is startup life.
I’m a very deep believer in continuous engagement with companies I’m an investor in. As a result, I do not like a monthly board meeting rhythm. I think it’s too much overhead on a leadership team and lets investor / board members off the hook for continuous engagement. More specifically, I know many investors who only really engage with companies either around the board meeting, when a transaction is going on, or when there is a crisis. While this might be useful for some people, it’s not my style nor how I like to engage.
I’ve only had a few of these “full-day retreat at my house in Keystone followed by management taking over the house” type board meetings and I really like them. I expect I’ll do more in the future and encourage any of the companies I’m on the board of to take me up on them.
I’ve been writing about boards of directors some lately – both changing my behavior as well as thinking out loud as I explore reinventing how boards work for the book “Startup Boards” that I’m working on with Mahendra Ramsinghani. All fit in the context of continuous communications as I believe three things about early stage companies and their boards.
1. Board members should be actively engaged with the company on a continuous / real time basis.
2. Existing board meeting dynamics are often an artifact of how they’ve been done for the past 30 years.
3. The way most board meetings are currently conducted is a waste of time for management, significantly inefficient, and generally ineffective.
One of the very simple tactical things I’m shifting to is a totally different board rhythm. Historically, many of the companies I’m involved in have been on a board rhythm of meetings every four to six weeks. As they become more mature, these board meetings shift to quarterly, although many of them have mid-quarter update calls. The board meetings themselves are long affairs (even the monthly ones) – often lasting three or more hours.
At some point I’ll dissect one of these board meetings and explain all the things that are artifacts of the past. These artifacts are a result of the communication methods that existed 30+ years ago that required paper and face to face meetings and resulted in very structured communications. But for now, I’ll give you three specific things to change.
1. Separate the monthly financials from the board meeting. Send out monthly financials (Income Statement, Balance Sheet, Cash Flow) with a written analysis of them. This written analysis should be done by the CEO (or president / COO), not the CFO, and should be in English, not accounting-ese.
2. Have quarterly board meetings. These should be in person meetings with no laptops, smartphones, or iPads in the room. Give the people pads of paper to write on if they don’t bring their own (I don’t carry paper). 100% attention for the meeting. Arrange the meeting so you can have a dinner the night before or after the meeting. The meeting shouldn’t last more than four hours but should be fully engaged.
3. Provide regular weekly CEO updates, to all board members. The best entrepreneurs I know communicate regularly with everyone in the company and have a structured update process of some sort. The best CEOs send out short but focused weekly updates to their boards. These are not “templated updates” – they don’t necessarily fill in a set of things that they update each week. Often they are just a “sit in front of the computer and send out an email update” type of update full of substance, whatever is on the CEO’s mind, and requests for help. My favorites have typos and look like a blog post of mine (e.g. it looks like someone just wrote it rather than struggled over it for hours to get it just right.)
While my 2012 board meeting schedule is locked in, I plan to shift to quarterly meetings in 2013 for every board I’m on. I’m sure some of my co-investors will still want monthly meetings, but that’ll be up to the CEO to ultimately decide and I’ll commit to being in person for one a quarter, but fully engaged on a continuous basis (like I try to always be.)
Over the past year, I’ve been systematically trying to change the way the board meetings work for the companies that I’m on the boards of. I’ve done a bunch of experiments and continue to learn what works and what doesn’t work.
Ever since I started investing in the mid-1990’s I’ve been exposed to a concept called “board observer rights.” When we did investments at Mobius Venture Capital, in addition to a board seat, we always got board observer rights. This was a way for us to bring another person to the board meeting other than the board member (usually an associate or a principal but sometimes another partner), or have someone sit in for the board member if the board member wasn’t available.
Early in the life of a company, this often seems manageable. But after several rounds of financings with new investors, I’ve often found myself in board meetings with ten or more people. I think the most I’ve ever seen was about 25 people in the room for a board that had five board members. As you’d expect, there was very little critical thinking or real discussion in these board meetings; instead, the management team just presented to the mass of people in the room. And, in this context, the board members rarely formed a tight and effective working relationship.
Over the last few years, I’ve become very anti-board observer. I’ve been on several boards where the CEO didn’t allow board observers in the meeting. I’ve been on several boards where there were observers in the room, but they weren’t allowed to sit at the board table and could only “observe”. In both cases, the quality and level of discussion in the board meeting was dramatically higher.
I’ve come to believe that formal board observer rights shouldn’t exist. Instead, they should be voluntary and controlled by the CEO. In some cases, the CEO will want observers at the meeting; in other cases he won’t. But it should be up to him.
The best board meetings I’ve been at have been ones that only have the board members and select participants from the management team in the room. Casual discussion, either through dinner the night before or lunch after the board meeting, with an extended group including people from the management team and any other investors, is an effective way to engage everyone else. But the 25 person board meeting is rarely effective.
Over the past two years I’ve been struggling mightily with the dynamics of “classical VC funded board of directors” and how these boards work. When I hear a VC say “I’m an active board member” it gives me the same nauseous feeling I get when someone says “I’m a value added investor.” I’ve been on some awesome boards, some terrible boards, and everything in between. Today, I refuse to be on a shitty or dysfunctional board and I’m proud that every board I’m on is one that I’d consider to be effective, although they all operate in different ways.
I’ve experimented with a bunch of different approaches across a lot of boards and have been thinking hard about this lately. I’m working on a book called Startup Boards with Mahendra Ramsinghani and have done some interviews about this topic lately, including a chaotic one the other day with James Geshwiler on the Frank Peters Show.
My long term friend Matt Blumberg (Return Path CEO) and I were going back and forth about his recently board meeting (which ironically I missed) and he wrote some kind words about me and his other board members (Fred Wilson – USV, Greg Sands – Sutter Hill, Scott Weiss – A16Z, and Scott Petry – Authentic8.) I asked him if he’d write a guest post about what makes an awesome board member. He was willing – it follows.
I’ve written a bunch of posts over the years about how I manage my Board at Return Path. And I think part of having awesome Board members is managing them well – giving transparent information, well organized, with enough lead time before a meeting; running great and engaging meetings; mixing social time with business time; and being a Board member yourself at some other organization so you see the other side of the equation. All those topics are covered in more detail in the following posts: Why I Love My Board, Part II, The Good, The Board, and The Ugly, and Powerpointless.
But by far the best way to make sure you have an awesome board is to start by having awesome Board members. I’ve had about 15 Board members over the years, some far better than others. Here are my top 5 things that make an awesome Board member, and my interview/vetting process for Board members.
Top 5 things that make an awesome Board member:
- They are prepared and keep commitments: They show up to all meetings. They show up on time and don’t leave early. They do their homework. The are fully present and don’t do email during meetings.
- They speak their minds: They have no fear of bringing up an uncomfortable topic during a meeting, even if it impacts someone in the room. They do not come up to you after a meeting and tell you what they really think. I had a Board member once tell my entire management team that he thought I needed to be better at firing executives more quickly!
- They build independent relationships: They get to know each other and see each other outside of your meetings. They get to know individuals on your management team and talk to them on occasion as well. None of this communication goes through you.
- They are resource rich: I’ve had some directors who are one-trick or two-trick ponies with their advice. After their third or fourth meeting, they have nothing new to add. Board members should be able to pull from years of experience and adapt that experience to your situations on a flexible and dynamic basis.
- They are strategically engaged but operationally distant: This may vary by stage of company and the needs of your own team, but I find that even Board members who are talented operators have a hard time parachuting into any given situation and being super useful. Getting their operational help requires a lot of regular engagement on a specific issue or area. But they must be strategically engaged and understand the fundamental dynamics and drivers of your business – economics, competition, ecosystem, and the like.
My interview/vetting process for Board members:
- Take the process as seriously as you take building your executive team – both in terms of your time and in terms of how you think about the overall composition of the Board, not just a given Board member.
- Source broadly, get a lot of referrals from disparate sources, reach high.
- Interview many people, always face to face and usually multiple times for finalists. Also for finalists, have a few other Board members conduct interviews as well.
- Check references thoroughly and across a few different vectors.
- Have a finalist or two attend a Board meeting so you and they can examine the fit firsthand. Give the prospective Board member extra time to read materials and offer your time to answer questions before the meeting. You’ll get a good first-hand sense of a lot of the above Top 5 items this way.
- Have no fear of rejecting them. Even if you like them. Even if they are a stretch and someone you consider to be a business hero or mentor. Even after you’ve already put them on the Board (and yes, even if they’re a VC). This is your inner circle, and getting this group right is one of the most important things you can do for your company.
I asked my exec team for their own take on what makes an awesome Board member. Here are some quick snippets from them where they didn’t overlap with mine:
- Ethical and high integrity in their own jobs and lives
- Comes with an opinion
- Thinking about what will happen next in the business and getting management to think ahead
- Call out your blind spots
- Remembering to thank you and calling out what’s right
- Role modeling for your expectations of your own management team
- Do your prep, show up, be fully engaged, be brilliant/transparent/critical/constructive and creative. Then get out of our way
- Offer tough love…Unfettered, constructive guidance – not just what we want to hear
- Pattern matching: they have an ability to map a situation we have to a problem/solution at other companies that they’ve been involved in – we learn from their experience…but ability and willingness to do more than just pattern matching. To really get into the essence of the issues and help give strategic guidance and suggestions
- Ability to down 2 Shake Shack milkshakes in one sitting
- Colorful and unique metaphors
Disclaimer – I run a private company. While I’m sure a lot of these things are true for other types of organizations (public companies, non-profits, associations, etc.), the answers may vary. And even within the realm of private companies, you need to have a Board that fits your style as a CEO and your company’s culture. That said, the formula above has worked well for me, and if nothing else, is somewhat time tested at this point!
I’ve had a string of great board meetings lately. They all had several similar attributes.
There were no powerpoint slides: While each company has a substantive monthly reporting package, this was decoupled from the board meeting. I got my taste of financials, metrics, qualitative stuff, and whatever else the CEO wanted me to see on a monthly basis. But I read this independent of the board meeting (which wasn’t on a monthly cadence) and asked questions in reaction to getting the monthly reporting package rather than taking up air time in a board meeting.
The agenda was a simple set of bullet points: In several of these meetings it was written on the whiteboard at the beginning of the meeting. The topics covered were substantive but focused and were “in the moment” of importance, rather than some regurgitated monthly agenda that someone mindlessly edited from the previous meeting and then printed out.
Everyone involved was fully engaged: In several cases there were people on the phone or on videoconference, but they paid attention. And when they didn’t, we didn’t pay any attention to them.
Each topic was a discussion: There was no “reporting out”. The issue was framed by whomever started the discussion and then we went after it. There was no time limit. When people drifted off course (including me), someone (not always the same person) interrupted and pulled us back on course. We drove to answers, and – when we didn’t have consensus, ended up with a range out answers for the CEO to choose from (where we’d support whatever he chose.)
We got closure on each topic: There was no ambiguity. Even when we didn’t end up at a single answer, it was clear who (usually the CEO) owned the decision with an expectation that he would make it.
There was no bullshit: I don’t recall much “noise” – the “signal” in all of these meetings was very high.
The meetings didn’t expand to fill available time: The length ranged from 30 minutes to about four hours. But when we were done, we were done.
Everyone had a positive / constructive attitude, even when dealing with difficult issues: These were not happy, fluffy, mellow, no-conflict meetings. There was plenty of disagreement. There were arguments. But everyone approached them from perspective of solving a problem and getting to an answer.
We had a fun dinner either the night before the meeting or the evening after the meeting: Bottom line – we like hanging out with each other.
I’ve got another board dinner / meeting combo with a CEO who runs great board meetings (and – not surprisingly – a great business). While I’m sure I’ll figure out how to subject myself to more mind-numbing meetings that I don’t want to participate in, I feel like I’m turning a corner and have some impact on changing the board meetings I’m involved in for the better.
I’ve been on a number of board calls this month while I’ve been in Paris. About half of them have been via Skype; the other half have been standard audio conferencing. I’ve also had a bunch of other meetings, discussions, and pitches via Skype.
The quality of the meeting and interaction – when all attendees are in person or via videoconference (in my case Skype on my laptop) – was 10x better than the ones via audio conference only.
I’ve been vacillating between a “physical attendance at all board meetings” approach or “video conference at all board meetings approach” to life. It’s impossible for me to physically attend all board meetings, but there’s no reason why I can’t attend by video conference. I’m now encouraging everyone I work with – as well as everyone that has a board meeting – to have a physical + video conference approach. It is so much better than having people on audio conference.
In several of the meetings, we simply set up Skype on a laptop and put the laptop at the end of the table. It’s a simple, low cost (free) solution, that works awesomely well. In one case, there was more than one person on Skype. Rather than try to do a Skype three-way (which works well also), the company simply set up two laptops with a separate Skype session on each. Skype audio seemed to work just fine in all cases but one, so we did an audio conference for voice and Skype for video.
While there will always be adhoc conference calls on short notice for boards that need to ratify something, for any meeting over an hour, or any scheduled meeting, putting the effort into getting everyone either physically there or on video makes a huge difference.
I know it sounds trite, but it’s remarkable how much better – even in a one on one conversation – the discussion is when it’s video instead of just audio. The calls are higher impact, body language is apparent, and people pay full attention rather than “minimally acceptable attention + email”.
We’ve been waiting for and talking about video conferencing for a long time. I think it’s really ready this time.
I had a board update call recently that inspired me to write the first of my Reinventing the Board Meeting posts.
The call was for a company that is doing great, is extremely well managed, and extraordinarily transparent. Two days before the call a very detailed update package was sent around to the board. It covered the operating characteristics of the business extensively and in a format that is consistent with all of the other reports. It was clear and unambiguous.
The company does a very nice job with the board update call. They don’t force the board to sit through a page by page discussion of the package. Instead, there’s a short overview for each section followed by any Q&A that board members have. This is a pretty good approach. After about an hour of this we spent another 30 minutes on a handful of governance and board related issues. Overall, the call lasted two hours.
When I reflect on the call, we didn’t cover any strategic issues, nor did we discuss anything that would materially impact the company. In addition, there was nothing discussed that couldn’t be handled in email back and forth or flagged for a deeper discussion at the next board meeting.
This board meeting update call is an artifact and is typical of the many board update calls I’ve been doing since I joined my first board (other than my own company) in 1994. I don’t even want to think of the number of hours of my life (which is probably cumulatively measured in years at this point) hanging on the end of the phone trying to stay intellectually engaged in a board update call.
I’ve come to believe that the board update call is worthless. There tend to be three parts – all which are easily separable:
- Business Update: At the minimum, this can be a monthly report that goes out to the full board. Assuming that all of the board members can read and are capable of writing an email, any questions can be surfaced via email. The best companies I’m involved in actually do this weekly and, if you follow Steve Blank’s “Boardroom as Bits” hypothesis, you can turn this into real time info where the board is incorporated into the information stream of the company.
- Business / Strategy Issues: For whatever reason, the vast majority of board update calls don’t have a deep discussion on any substantive issues. They are often flagged along with a shallow conversation but then deferred either to the next in person board meeting, left for interactions between individual board members and the CEO, or dropped on the floor and quickly forgotten.
- Legal / Governance Issues: Inevitably there are minutes to approve, options to approve, and other legal / governance issues to deal with. These almost always can be handled at the next in-person board meeting or by a UWC (“unanimous written consent” sent around by email.)
There were a dozen people on the call I was on including management team members. That’s a full person day of time spent on something that didn’t need to happen. Expensive.
CEO’s – reconsider how you are doing this. And to my fellow board members – challenge the CEOs and the boards you are on to engage in a more effective, continuous way. And to the CEO for every board I’m on – I’m happy to work with you to abolish the board meeting update call if you’d like.
I hate board meetings. I probably have 100 per year which means I’ve gone to well over 1,500 of the past 15 years (I’m sure the number is much higher). The vast majority are excruciatingly inefficient – three to four hours that could be handled in 45 minutes. And even then, it’s unclear that the information covered was particularly useful to the entrepreneurs and management, who are the ones the board meetings should be useful for in the first place. And they don’t merely waste three hours – they burn a day in advance “getting ready” and who knows how much time after following up on random things generated by me and my fellow board members. Toss in travel (since we invest all over the country, I lose a lot of time to traveling) and it just sucks.
Recently, Steve Blank, one of the founders of the Lean Startup concept, wrote two provocative posts about board meetings. Both are really good – go read them – I’ll wait:
Now, I’m lucky. I’ve been railing about board meetings for a while and a number of CEOs of the companies that I’m an investor in have dramatically upped their game around board meetings. I have a handful of single slide board meetings inspired by the early board meetings we had at Zynga. Almost all send out their materials in advance and spend no time in the actual meeting going through them and instead focus on the discussion. And others simply focus the meeting on a handful of specific questions.
Regardless, when I reflect on the amount of my time that I spend in board meetings that I think is generally worthless, I’ve decided I’m going to completely change how I approach this. The tempo is all wrong (I don’t need monthly board meetings for anything as I spend much more real time interacting with the entrepreneurs I’ve invested in). The focus is all wrong (I can read the financials in a few minutes – I don’t need to sit through an extended discussion of them). The discussion context is inefficient (I’m as much a problem as a victim here as I’m sure my other board members get tired of listening to me bloviate.)
It’s time to reinvent the private company board meeting. I’m going to give it a shot.
I find three hour “reporting board meetings” where everyone sits around and goes through a 50 page PowerPoint deck to be tedious. When I first started investing in 1994, this was the norm. I put up with it even though it wasn’t my style because (a) I didn’t know better and (b) I didn’t have any better ideas.
27,351 board meetings later, I know there is a better way. I’ve encouraged everyone I work with to try different approaches. I’ve written about some of my favorites in the past, such as doing an entire board meeting off of one slide with a list of “top of mind” items that the CEO has (this assumes that all the board material – appropriate data about the business, financials, and any department updates, have been previously circulated and consumed by all board members.)
Another one of my favorites is to start a board meeting off with a demo. Today, we had the Orbotix board meeting at our office. We spend the first 15 minutes playing with Sphero, the robotic ball that is Orbotix first product (and available for pre-order now.) We then spent the rest of the board meeting talking about the key issues. Paul Berberian, the CEO, had an agenda which we generally covered, but we were able to have real discussions about real things, rather than just a bunch of “arm crossed people starting at a PowerPoint presentation on the wall.”
This stood out in contrast to another board meeting I had later in the day. I attended this one by phone. It was for a company that is doing superbly, but was a very old school style meeting. 54 slides later the meeting ended. There was plenty of information covered and the management team presented everything really well (as usual – it’s a gang that has their act together), but there were only a few parts of the meeting where we had space jams (think of the Grateful Dead on a 25 minute riff that is the best part of the concert.)
Yup – there are plenty of different ways to skin a cat. Or play with a robotic smart ball. If you are a CEO, don’t be afraid to try different things. And, if you want to see who the real fan of a robotic smart ball is, take a look at the video below (and if you like it, vote it up on LOLDogs.)