I have written quite a few posts on the topic of Boards of Directors. Just put in “board of directors” into the search bar. As a quick review, it is the Board of Directors or “Board” that literally by law makes all critical decisions for the company. The Board has to vote on issuing stock, approving the annual budget, setting the company’s strategy, changing the company’s by-laws and certificate of incorporation, selling the company, merging with another company, hiring officers like the CEO, shutting the company down, etc. The list goes on and on. Good corporate governance is critical at startups and other companies alike!
The importance of the Board is why institutional investors (like VCs) often get a seat on the Board after an investment. The Board discusses and agrees on strategy. Discussion is critical. But don’t be fooled, there is an element of control as investors want a say in critical decisions. This is pretty natural if you think about. VCs typically do not want to control the board vote, they just want a seat at the decision table.
When CVF invests we often take a board seat (probably 95% of the time) and when we don’t we take an observer seat (5% of the time). If the board is already large and we are coming into the company later in its stage of growth, then an observer seat might be fine.
One situation is really scary though. Sometimes at the seed stage, the company founder insists that he/she be the only board member and that once more financing is raised that the board composition will be normalized (code word for “adding more members”). From my perspective, this is typically a sign of paranoia.
I have now done 2 deals where there has been a lead investor (not CVF) who did not mind the “founder as sole board member” trap. We followed in line with the lead investor and went along with the structure. This was a HUGE mistake that I will never make again. Both companies have since failed for different reasons: one had no product market fit after 3 years of trying. And one gave up prematurely. Regardless, had there been an actual board of directors with 2 or 3 members I am pretty confident that the end result would have been better.
First Round Capital just released its State of Startups 2016. It is chock full of interesting stuff! No need for me to recap it here. Just view it for yourself. Here is the link. Thanks!
PS: 2 prominent team members at First Round Capital are Cornellians (Bill Trenchard and Howard Morgan)!
Vanity Fair recently published a expose on Theranos. It is worth reading. Like a mini “page turner” novel.
It reminded me of one of my personal themes in investing: “if you don’t understand the technology then don’t invest.” The understanding can definitely be acquired. In fact, I rarely understand the technology when we first meet with a company. But over our months of due diligence the understanding grows. And sometimes my partners’ understanding is a good proxy. BTW, understanding does not mean being an expert.
So, how about these words that Vanity Fair wrote about Elizabeth Holmes, the CEO of Theranos: “She took the money on the condition that she would not divulge to investors how her technology actually worked, and that she had final say and control over every aspect of her company.” All I can say is OMG. Are you kidding me? Who would invest into a black hole and control freak? Not sure what else to say. Granted that this is all hearsay. I have no proof that this is what actually happened. All I will say is that if you get whiffs of this type of attitude you should run the other way. And now that I think about it more, we actually did get caught in a similar situation once, but by no means as blatant. It is not working out well!!
The Vanity Fair article also offered up an interesting synopsis of venture capital:
“It generally works like this: the venture capitalists (who are mostly white men) don’t really know what they’re doing with any certainty—it’s impossible, after all, to truly predict the next big thing—so they bet a little bit on every company that they can with the hope that one of them hits it big. The entrepreneurs (also mostly white men) often work on a lot of meaningless stuff, like using code to deliver frozen yogurt more expeditiously or apps that let you say “Yo!” (and only “Yo!”) to your friends. The entrepreneurs generally glorify their efforts by saying that their innovation could change the world, which tends to appease the venture capitalists, because they can also pretend they’re not there only to make money. And this also helps seduce the tech press (also largely comprised of white men), which is often ready to play a game of access in exchange for a few more page views of their story about the company that is trying to change the world by getting frozen yogurt to customers more expeditiously. The financial rewards speak for themselves. Silicon Valley, which is 50 square miles, has created more wealth than any place in human history. In the end, it isn’t in anyone’s interest to call bullshit.”
My reaction that synopsis, which definitely made me chuckle:
- The white men comments are true. Change is happening at a slow pace.
- Good VCs typically do know what they are doing, but some are so full of themselves that they come across as very pompous. But most VCs I deal with are good people with lots of brain power.
- Most companies I see are not working on meaningless stuff. But we focus on upstate NY!!
- There is nothing wrong with a “Change the World” CEO as long as they are realistic and focus on building a big company that will make money.
- VC is definitely about making money.
- It is in EVERYONE’S interest to call bullshit. Please do just that all the time!
I just came across a super series of easy to understand videos on startup boards of directors. Brad Feld (Foundry Group) teamed up with the Kauffman Founders School and created about 35 minutes of content arranged in 7 relatively short video segments. Brad wrote about this today is his own blog.
It is worth viewing for anyone that has a board of directors or is considering forming one (for those in the very very very early stages). The videos are here on the Kauffman Founders School site. In fact, the site contains links to video series on a number of relevant startup topics (finance, leadership, selling, marketing, etc.). Easy viewing.
It is over 40 degrees and sunny here in Ithaca today. I saw some students in shorts!
I have encountered a few situations lately where I found myself asking a lot of questions. This is mostly because I sit on many portfolio company boards for which I simply do not understand at a fundamental level the technologies. But sometimes it results from lousy answers. You give me confusing, vague or partial answers and, guess what, you will get more questions.
Unfortunately I have been burned a few times when asking more questions could have avoided the burn. Now, with the benefit of hindsight, this only makes me ask more questions. I think you are probably getting the theme: don’t be shy about asking questions.
Ask: why is your burn rate so high and is it sustainable? Did you hire too quickly?
Ask: what are the feed materials that go into that product and is the supply chain risky?
Ask: are your customers satisfied and are some available to speak with me?
Ask: what is your target MRR (for a SaaS company) 12 months from now and how are we going to get there?
Ask: why do to the nozzles on your chips get clogged?
Ask: how is the cherry crop looking this year?
Ask: how does the buying coop work and how will it impact your sales cycle.
Ask: what the heck is wrong with these numbers and why are you not tracking against the approved budget?
Ok, you get it. No question is silly. Be mindful of how you ask……but always ask.