Sunday, August 18, 2013

Startup Board Meetings in the US

On the StartMate list, it was asked:

Can any Alumni or Mentors advise us on what should we expect from US investors? 

Here is my response...its pretty much coloured (or is it colored???) by my personal experience and I know at least one other CEO that experienced extremely adversarial board relationships. Overall I'd say that US investors really are glass-half-full (maybe even 3/4 full!) and so are very positive and supportive - they know that supporting the CEO is their best contribution if they don't think the CEO needs to be sacked.

CAVEAT: If I make disparaging comments about Aussies its only Aussie angels, not VCs :)

Board process is largely about the Board meetings. So I'll focus on that. There are activities around events like funding, M&A but thats all academic right now.

Chairman of the board

A large part of Board meetings is theater. Your board want to walk away confident that you are the guy/gal for the job and so you need to control the show (few points below on this).  We know that Aussie self-deprecation does not play well in the US. So I'd suggest always "having your game face on".

Heres a dump of some generalisations:

Depending on who your US board members are, you can expect a lot more connection to networks and intros. Make sure you milk that. Australian mentors/investors are generally less connected, so make sure you ask US Directors to help you. The really good thing about US folk is they are much more active in this if they are committed to you (director/advisor).

In particular expect intros to other (of their portfolio) CEOs, CTOs etc - this will ostensibly be to share knowledge or get a sales lead but its also for them to triangulate (from someone they trust and who has at least as much tech skill as you) just how solid your product/team is.

US Investors are more likely going to want you to spend money rather than break-even. Because of 2 drivers:
a) they go for growth as that will drive up valuation. Profitability is way down the priority list.
b) they get to invest multiple times and can afford to retain pro-rata.

Generally Aussies don't really have a handle on the 'norms' of expenditures in startups at various stages. e.g % on R&D, % on Marketing, % on Sales team for Enterprise company etc. US guys tend to be able to look at your plan and quickly sum up the anomalies - assume more probing questions. This is because they have larger portfolios and have seen more norms. In a crude sense Aussies don't even know where to look.

KNOW YOUR NUMBERS: If you are a technologist CEO, then give that up. These guys are thinking about value, so per the above point - get inside your numbers. Particularly variations.

Assume your budget is the "statement/plan of record" and you may be held accountable to any divergence. If you are heading off plan, then table it. Thats much better than hiding it and trying to recover - its not your job to keep the board happy, its to keep them informed and to demonstrate you understand the issues and can act.

One nice piece of credibility is to keep long shot sales off your sales forecast. e.g If you are working a deal with BofA or Amazon, then put it in the pipeline not the forecast. (unless you get to contract negotiations).

Keep your board meetings to two hours max - not much can be achieved by digging into issues and seeking consensus in the meeting - you are running the show, so take feedback, don't be combative but reserve your judgement for a few days then feedback to the whole board.

Don't assume they know your business. Nobody does - like you.

Make the board meeting at the end of the day so you can beer or dinner afterwards. Investors will have kids etc so will want to get home which helps to have a hard-stop. Very different to the startup folks who will just keep going.

Have your execs report in the board meeting (for accountability and to build relationships), then excuse them at the end when you do board approvals (plan approval, key hires, options grants, funding, anything with vetos etc). It also helps get an issue answered quickly and coherently ("how come we've got technical problems at Acme Inc?")

To the above point: make sure your execs know they get 5mins and when to get off stage. Keep the meeting moving.

Have a dashboard of your fundamentals so it does not look like you are burying anything. Counter to current fashion, vanity metrics are good. Remember the board meeting is theater so you need to use all tools at your disposal to help the board believe you are great.

Assume if you aren't (or a chunk of your team) in the US, you will be fighting a battle for credibility. Its just a by-product of not being visible when they want you to be visible. Don't expect anyone to call Australia - ever.

In Australia I've seen dodgies like being forced to use someone's accountant as your interim CFO or their favourite Lawyer or funny things to do with expense claims - I've not really seen that from US Investors (but I've only seen VCs not angels).

The most important thing is to super-manage your board:
  1. get a board report out a week before the board meeting. You can delay all the other details but give them a top-view in advance.
  2. Point out any variations from plan and state the reason why (e.g "we decided to do XYZ tradeshow and it cost us an extra $50K but it looks like its already paid for itself with leads into ABC, DEF etc")
  3. if there is anything contentious, then call the heavy-hitters days before the meeting so you know where they stand. (e.g could be a funding or M&A discussion)

Assume everyone has an agenda: Get to know your investors: fund size, stage, how the portfolio is going.

Disengagement: I've not experienced this but I know others who've experienced disinterest from their investors. They either have a large portfolio or a large amount of distress in the portfolio - so if you are ticking over, don't be offended if you don't get much love, its just they are triaging the wounded.

> In addition to this does anyone have template/sample Board Agenda and Minutes of meeting documents? 

I will sanitize one over the next week but initially I made the mistake of actually documenting what was discussed. This is not US style - minutes are pretty sparse and procedural. Its got something to do with lawyers :)

Heres a real example:

2. Business Update
Mr. X provided the Board with an update of general business matters and expectations for Q4, 2012.  Mr. X also provided an analysis of key priorities.  Discussion ensued.
3. Sales Review 
Mr. Y provided an update on the sales pipeline for Q4, and commented on strategic accounts.  Discussion ensued.

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