Yesterday, I met with an outside board member of another company I’m on the board of.
He’s been on the board for about six months and is feeling uncomfortable with his contribution. He’s a very experienced CEO with a large exit under his belt, a founder/investor in several other companies, and an excellent operator.
But he hasn’t been an outside board member much. He wanted to get feedback from me on how he was doing and whether his expectations for his own engagement were correct, and what he could do to work with the CEO and leadership more effectively.
I’m an enormous believer in the value of outside directors relatively early in the life of a company. I like to keep boards small and weighted toward outside directors as the companies grow, rather than just a cadre of VCs sitting around the board torturing the CEO with conflicting advice and opinions. I’ve written about this extensively in Startup Boards: Getting the Most Out of Your Board of Directors.
I generally see three types of outside board members getting recruited to a board of a VC-backed company.
- The friend of the VC: This director is really a proxy for the VC and not an independent thinker. Danger, danger.
- The friend of the CEO/entrepreneur: This director is really a proxy for the entrepreneur and not an independent thinker. Danger, danger.
- An independent director. Now, this person can be a friend of the VC, or a friend of the CEO/entrepreneur, but is an independent thinker. Or they might be someone from industry that is known to one of the investors or the entrepreneur, but is recruited specifically by the CEO to join the board. Or it might be someone lightly known, or even unknown, but again is an independent thinker.
Note the emphasis on independent thinker. It doesn’t matter who the relationship originates from. There is a unique role for an outside director in a startup company, and it’s one that can be profoundly helpful to the CEO. But that person needs to be operating from a headspace of an independent thinker, not a proxy for one of the other participants on the board.
The person I was talking to yesterday is definitely #3. While I’ve known him for a long time and was an investor/board member in his successful company, he most definitely is not my proxy. I learn an enormous amount from him about the particular dynamics of the specific business since he knows it so well, so when he talks, I listen carefully.
I have no interest in being in between him and the executives of the company or hearing about what comes up in his operating level discussions, unless he feels like it’s a board level issue and discussion. But most importantly, I want the CEO to learn from this outside director and his experience by developing his own deep, personal relationship.
We’re recruiting at least one outside director to Orbotix as part of the continued scale up of the company. Paul Berberian, the CEO, wrote a magnificent short overview of his expectation for a board member that he’s sharing with everyone he’s talking to. I asked his permission to reprint it here – it follows. If you are considering adding an outside director, I encourage you to prepare a similar document, and make sure it’s for all of your directors, including your investor directors.
Orbotix Board of Directors Expectations
Orbotix is a startup company and our expectations for board members can be summed up with the following statements:
- Be True
- Be Prepared
- Be Present
- Be Available
- Be Supportive
- Be A Player
Be True: No bullshit or tap-dancing on any subject. Be honest with your thoughts and opinions. Our time together as a group is limited, and holding back or sugar coating any issues or concerns you have with the business is simply wasting time in trying to get to the real discussion. If you don’t have an opinion or relevant experience to make an informed decision, say so. No one knows everything. And of course, all the other table stakes for serving on any board, such as always act in an ethical manner and in the best interest of the company.
Be Prepared: We put a lot of time into preparing the board book. Read it in advance. We do not review the board book at the board meeting unless there are questions. The first few minutes are open for questions and approval of standard business items. Then, we dive into a deep discussion on one to three key subjects. These subjects will we outlined in the board book but additional material may be presented at the meeting. Try to come to each board meeting with one big question or insight you’d like to be addressed during our strategic discussions. Each board meeting will end with an executive session where the directors can give feedback to the CEO as well as talk privately without management present. The lead director will then follow up with the CEO to provide any final thoughts on the meeting.
Be Present: We have four board meetings a year and expect board members to be physically and mentally present. Board meetings are typically three hours or less. If you cannot attend physically, getting access to a high quality video conference system can be a substitute. We take great care to plan BOD meetings around your schedule, so please make them. Missing one board meeting can happen, but it should be rare. If you miss multiple board meetings, we assume that something else is taking priority and you should evaluate ongoing participation. When at the board meeting turn off you phone and laptop and participate in the discussion. We will take breaks to allow you to check messages. If you are highly distracted due to other pressing matters, please let us know in advance, so we don’t question your willingness to participate. We have a small group meal in advance or after the board meeting, typically a dinner the night before. The meal will have two to four people and will include an equal number of board members and management. This is the opportunity for the board to get to know management and each other at a deeper level. Groups will be different for each board meeting. They are not designed to conduct the board meeting in advance. An Orbotix exec will coordinate the meal in advance.
Be Available: One of the key roles a startup board member can provide is to act as a coach or sounding board for the CEO. These interactions typically occur between board meetings. Making time on your turf to have these interactions is invaluable. The expectation that these meetings will not exceed more than a few hours per quarter. Often approvals are needed in short order; board members are expected to be responsive on emails/calls that clearly declare action needed in the title or message.
Be Supportive: As a board member, you are expected to support the company and CEO. If you support the company but not the CEO you have three options: 1) coach the CEO, 2) replace the CEO, or 3) resign. Unless there is some unusual circumstance, options #2 and #3 should not be without warning, as it is expected feedback will be shared with the board in the executive session. An engaged and supportive BOD member will use their best efforts to help Orbotix succeed. Examples include leveraging your network for creating meaningful partnerships and introductions and freely sharing your expertise and insights on strategy, products, and performance. Additionally, we expect every board member to speak about the company favorably in public and share their enthusiasm for our work with others.
Be A Player: We make fun things. That is why before each BOD meeting starts, we begin with a play session to highlight our accomplishments and developments since our last meeting. We want our BOD members to embrace their inner child and play with our creations, offer feedback, and most importantly, share with their friends and family to help us shape our products and experiences. We cannot build fun things unless we are all having fun – so let’s play!
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