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Boards, Leadership

Why you need a CEO on your board when you are the CEO

July 20, 2016 Leave a comment

One of the first decisions an entrepreneur needs to make once she has raised money for her great new idea is to build a board.

This is a conscious act. Yes, your investors probably have board seats, at least the lead investor will. If your investors are angels maybe 2 or 3 of them have demanded to be on your board. But beyond this crew you owe it to yourself to step back and think about who do you want on your board to help you build your company.

It is entirely reasonable for you to put one outside director on your board, and it’s an unusual set of investors that will not allow you to bring one new director on. And when you do, you want to bring on a current/former CEO.

Why a CEO? Why not a technologist, or a family friend, or your cofounder? Fundamentally, a current/former CEO is going to have seen your movie before and will bring a wealth of unexpected advantages to your board and your company.

Independence
Your board has a duty to represent all your shareholders, but more than that they have a responsibility to care for the company first. For your employees, your reputation, your probability of success. Having a board member who is truly independent of the investors can help bring a broader perspective to the board discussions. I have seen investors who are so focused on their own issues they lose sight of what’s best for the company. An independent director can take her role – as the one person who is not worried about the timing and size of liquidity but is instead worried about the long term success of the company – very seriously.

I met with a big time PE partner (let’s call him Adam – not his name) recently, who is sitting on a private technology board. As we talked he told me the CEO was dealing with the issue that he, and the other big time PE firm on the board have different agendas. One is a long term investor, one is interested in liquidity sooner, and the difference is a strategy problem for the CEO. The investors are balanced in ownership and the CEO is caught in the middle. I asked Adam “Why is this the CEO’s problem? Surely the CEO’s responsibility is to grow a great company and create the greatest value he can, not worry about negotiating between the two of you on the timing of an exit. It’s a ridiculous waste of his time”. Adam (figuratively) took a step back and agreed. I’m not on this board, but I can still make the case for the CEO not being distracted!

Resources
You’re going to need advice as you build your company, great advice. Yes your investors may know a few people, but you want to be referred to people who are not looking to your investors for future referrals, again who are truly independent. You’ll need lawyers (you want a pit bull in your corner unless you have truly world-class VCs), recruiters, marketing consultants etc. etc. And when you hire them you want to know they are loyal to you, not back channeling to your investors. An independent CEO should have a quality network for you to tap into.

Working for you
There will be times when you need to get something done but you are out of time and need some sleep. You can use your CEO/director to give you capacity. Maybe you need her to build a model for you, maybe you don’t know how to present an issue to your board and your director can build a sample presentation for you to help you frame the issue. At a minimum your director can do deep reviews for you of your own presentations, legal agreements, offer letters, compensation plans… with the eye of someone who has done it before.

Role experience
A high quality former CEO will bring experience of what the job really entails. What are you truly responsible for vs what decisions your board can make (which is very few in reality)? What does it take to build a world class team? What does it take to close your first few big deals? How to focus. Only someone who has done the job for many years really knows what it takes, and there are many investors out there who like to give you advice, but have never been in the role. Your director can be a sounding board for you in the role of CEO.

Being the bad guy
Your CEO director is not your friend, and sometimes she may feel like your enemy, but because her only reason to be there is to help the company, you can trust her even when you hate her. I’ve always had a former CEO on my boards, and sometimes it’s been absolutely maddening.

For example, the time my director attacked me in a board meeting and took me to pieces for a plan I proposed. Afterwards I asked him what the hell was he thinking coming after me in a board meeting? He humbled me by telling me he could see my main investor was winding up to attack and so he decided to attack me first so I did not get into a fight with my investor. He knew me well enough to know that if attacked I would attack back, and hard, and that could damage my relationship with my investor.

And for example, the time my director had a one-on-one with me and decimated my forecast. Destroyed my faith in every deal. Ripped every one of my sales campaigns to shreds. His motivation? To wring every piece of optimism out of my forecast so I knew the worst case and could then focus on what needed to be done to bring the probability up on each campaign.

Daily coaching
There are times when things go well, and then there are times which are rough. Raising money can be one of those times. Having someone you can call every day to review how things are going is so very helpful, and you cannot be calling your investors. You need a safe place to call. Someone who has no other agenda but to help you and the company succeed. And someone who has been there. That is a current/former CEO.

You may be thinking “well that’s self-serving of her given she’s a former CEO who sits on boards”. Yes, probably right, but right now I am meeting with many, many interesting entrepreneurs and I am hearing too many worrying stories of entrepreneurs who need better board advice and support.

Photo:  © 2016 Penny Herscher and from Buzzfeed

Leadership

Open Letter to CEOs: Manage Your Interaction With Your Board!

April 30, 2015 Leave a comment
Posted in Inc today

So you’re the new CEO of your own company. You’re living the dream! You’ve thought through the pros and cons of being a CEO and you’ve got your first round of venture capital funding.

This means you also have a board to manage, which can be a minefield for you. So how to navigate the minefield? To begin, you must create a well-organized board meeting. Use my Top 10 tips to run a board meeting as a starting point but once you have the logistics down, it’s all about your behavior and leadership in the room.

One of the most common mistakes I see with new CEOs is thinking they need the board’s approval. You don’t. Your job is to figure out the strategy, what to do and to make good decisions so that your company grows. A board’s job is to support and advise you. Sometimes board members get confused about this and they will believe that they are there to make decisions; however, beyond hiring a new CEO or deciding whether to put more money in, they don’t have that power. If you take their advice and it’s wrong, they’ll still fire you, so the decisions, ultimately, lie with you.

The board needs you because you are the leader, the one who hired your team, the one who holds the strategy and the one with the customer relationships, so replacing you is a major risk for the company (not to mention a major time sink for the board members). The board will judge you on the quality of your decisions, whether or not you follow their advice. If the board loses confidence in you then they will replace you, but up until that moment you are in the driver’s seat and they are there to help you. This is not permission to be arrogant or disrespectful, but understanding this dynamic will help you be a better, more confident CEO. What you need most of all is to gather all of the input and perspective you can from your board, but not decisions.

Here are some questions to ask yourself to ensure your behavior in your board meeting maximizes the result:

1. Are you unconsciously seeking your board’s approval? For example, what do you say when an investor tells you to do something that you believe is wrong? If you are seeking their approval, you will probably validate the idea “that’s a great idea,” but if you are seeking input, then you’ll acknowledge the idea instead by a comment such as “thank you for your input, let me think about it.” Develop a stable of respectful responses that tell your board that you heard them, it’s good input, but you’ll still need to decide.

2. If you are female–is your behavior serious enough? If you giggle, fidget, run your hand through your hair or exhibit any of the “girlish” characteristics, you will be judged and taken less seriously. Unfair, but true. So learn to sit still, don’t fidget, lean forward, take notes (but in a considered way), lower your voice and dress carefully. Imagine how a strong male CEO whom you respect would sit in the meeting- are you conveying the same level of gravitas?

3. Where do you sit? Don’t sit at the front of the room, eagerly presenting all the slides to your teachers. Sit in the middle, or at the head of the table, and host your staff as they present their materials. Sit yourself between the power players, not in service to them.

4. What is your communication between meetings? Again, you are running the company and while some level of update is appropriate between meetings, a running commentary is not. Think about what impression you want to create. The more you communicate the details, the more you invite your board to weigh in with their opinions. Be thoughtful about what, and when, you communicate. You want to be thorough, but that is why there is a board packet. Assume your board members can read.

5. Have you properly prepped your team? It’s worth having a prep meeting with your team to talk through the agenda and what you want to get out of the meeting. Manage their presentations to be crisp and brief (three slides is a good rule of thumb). Use their time wisely and excuse them before the long debates begin, because they have real work to do.

Your board is there to help you. They are not your friends or your teachers. They are investors and representatives of the shareholders who only want you to maximize their return. Up until the time that your company is profitable and/or public, you need their support. Always keep in mind, you are running the company, not the board. It’s worth remembering that in 99 percent of the cases, the board needs you to lead the company more than you need them. If that is not the case for you, then you may be in the wrong job.

Respectfully remember that up until the minute they fire you, your board needs you more than you need them. Remind yourself of this and you will keep your head in the right place during board meetings.