How to build the right board for your start-up
Thursday, October 10, 2013/
At a board meeting this morning, I couldn’t help reflecting on our awesome group. A good start-up board helps in many ways but can hinder in others. I’ve probably experienced the best and worst of what they can do. Creating a board is serious and should be approached with caution.
When I started Posse I didn’t know much about company boards. A family lawyer helped establish our companies. He suggested I set up a board and try to find some impressive-sounding people to join it. His objective was to make the ‘team’ list in my fundraising presentation look more appealing to prospective investors. So off I went on a mission to meet big name folks who’d look good on my deck. It didn’t seem to matter how many, the more the better.
Within a month I’d assembled a board of eight, including myself, and we called a meeting. A friend lent me his board room, a big office in the city. I expected a casual, friendly affair where we’d chat about business and strategy and they’d agree to introduce me to some potential investors.
I was in for a surprise. First of all they wanted to know everything. How much money did we have in the bank? What were the liabilities, the budget, how many people had visited the site last week, last month, how long did they stay for, how much money had we made? And so on. I wasn’t prepared and it was overwhelming.
After a couple of hours of grilling, I gained a sense of what a board expects from a founder. I’d run my own business for eight years and didn’t report to anyone. In time I came to appreciate the rigour of reporting. For the next meeting, I made sure I sent out the cash-flow report, budget, metrics, and a presentation outlining what I wanted to talk about – all in advance of the meeting.
Six months in, our group hit its first challenge. The business had started well; we’d raised some money and gained traction. Everyone became excited; then, out of the blue, one director presented us with a proposal involving a full-time job and a lot of equity.
The group wasn’t sure how to react. He left the room while we discussed his proposal, and when we rejected it he was hurt and embarrassed. He quit the board and sent us a huge invoice for his time, which we spent a year fighting and eventually settled.
Some members of our original board were excellent and are still active in various capacities today. Others drifted off: they had an expectation that we’d be a huge hit within months and when hard work set in they disappeared. Some stuck around and were destructive when things didn’t go their way.
I learnt the hard way how bad things become when you have the wrong board. I’ve also learnt how powerful it can be to have the right board behind you. Here are five tips for start-up founders looking to build and run an effective board of directors.
1. Set expectations up front
It’s easy to procrastinate about finalising deals with advisors and directors. Everyone is there to be helpful, and at the start it doesn’t seem worth negotiating to pay them a share of nothing. The problems kick in after few months when things start going well, and you realise you and they have different expectations about payment. Most start-up directors will expect to receive equity rather than cash, and in my experience the standard rate is 0.5% to 2% vesting over two years.
You must determine what you expect of the director. How will they help with fundraising, strategy, introductions and the like? If appropriate, you might want to agree on how much time they’ll commit to your business – although when you have the right people on-board it’s likely they’ll be bugging you with ideas and suggestions for how they can help.
2. Be transparent and organised
Your board should be the one group of people with whom you can be completely transparent. It’s their job to help you work through challenges; so they must understand those challenges if they’re going to add value.
I remember at one of the first meetings of our new board, I announced that the product we’d created wouldn’t scale. We had to go back to the drawing board and try something else before we ran out of money. No one flinched. We put a process in place that would devise a better strategy. I’ve also found that board meetings are much more effective when I’ve put time into thinking through the agenda and have written a presentation to talk through.
3. Make sure your directors have the right experience
My original board sounded impressive, but many were impressive in the wrong industries. They had no experience of the challenges of a start-up like ours. So I received bad advice which led us to hire the wrong team and spend too much too quickly. A couple of our early directors had never used Facebook or Twitter and wouldn’t even join Posse.
Everyone on our current board has incredible expertise in different areas of early stage companies in our space. They know what other businesses are doing to grow, engage users, monetize, save costs and much more. Almost every day, one emails me with an idea or opportunity that I wouldn’t have thought of. And through them, we can access almost anyone we’d need to help our business anywhere in the world.
4. Keep the numbers small
We have four directors on our current board, including me, and one regular observer who acts like a director except he doesn’t vote. It’s a tight group: everyone knows the others’ strengths; everyone is committed to making Posse a hit.
I’ve heard that the reason to keep boards small is to ensure that as a founder you won’t be outvoted. I suggest that if you even think this, you either have the wrong board or you’re the wrong founder. For me, the benefit of having a small board is that I can spend time with each person regularly. Everyone is in touch with what’s happening and can contribute.
5. Make sure you like and trust people before inviting them to join
Directors have much more influence than I originally thought. They decide who leads the company, what deals to do and when to exit, so you must make sure you all share the same vision upfront. You must know they’ll do the right thing, and that they’ll stick around and support you when you hit tough times. I’ve heard many stories from founders whose advisors and directors vanished when it looked like the company might fail. We’ve had hard times and I can honestly say that our group pulls together and digs in, no matter what the circumstances.
At my first board meeting I learned what directors expect from a founder. It took me quite a while to work out what founders should expect from their directors. Our board helps me refine our strategy and operation plans; they’re constantly suggesting new ideas and making introductions; they’ve been involved in fundraising; they hold me to account and oversee the governance of the company.
The names on our board are impressive but that’s not why they’re there. I’ve learned that a top notch board of great people with relevant experience and a shared vision is a wonderful advantage and has made my founder’s journey easier and more fun.
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