"There was never any trust there. He was constantly conspiring behind my back with the other board members. At the board meetings, it was clear that he was leading a bunch of side conversations . . ."
I heard this quote from a CEO I had called for a backdoor reference on a potential board member for IronPort. It instantly made me realize the importance of transparency between a CEO and his board. If I were to totally suck at being a CEO, I wanted someone who would have the hard conversation with me. How else does someone learn and improve?
As a first-time CEO, I wasn’t sure if I would scale to run IronPort long-term. But I wanted a legitimate shot at it. And I wanted a board member who considered the company’s interest first, but was also committed to helping me become a better CEO.
I will never forget that backdoor reference because it made me think twice about the fundamental skills and characteristics I wanted in a board member. Early on, it became clear that transparency and the ability to provide honest feedback were paramount. I learned this through receiving instant and honest feedback following every board meeting (a healthy board practice). When this was coupled with annual 360 performance evaluations, I always knew where I stood. The feedback was crucial for my growth.
In addition to transparency and feedback, through my own personal CEO journey, I came to realize that the following represents table stakes for the best board members:
Experience: I wanted someone that had been there, done that. In addition to the investors, I went out of my way to recruit three CEOs to the IronPort board because I wanted to surround myself with people that could help steer me around common potholes and would be unflappable as things were going haywire. Diversity of experience was also very helpful. Some of my board members had been on 50 boards while others had run large direct-sales organizations; both contributed in completely different ways. If given a choice, I don’t see why any entrepreneur would take a term sheet from a VC with little or no board or operating experience.
Sharp opinion: Quiet is not helpful. A Melvin Milquetoast who sits there nodding his head all meeting is not helpful. I wanted someone who consistently contributed meaningfully and constructively to the conversation, however wide-ranging it became. Every board member slot is an opportunity to find someone truly amazing who will speak up and help you build your business. The traditional "financial expert" as a board member essentially compromises a valuable seat with a former CFO or accountant who rarely contributes outside of his or her domain. It’s worth working hard to find a CFO that later became a CEO or interviewing hard for a financial expert who really contributes. The thorniest business problems will surface at the board meetings and the different, sharp opinions help to better explore the poles of the arguments to make better decisions.
Responsive: Board members need to respond to texts within hours and emails or phone calls within 24 hours—no excuses. Things move fast at startups, and when I needed help with a lawsuit, contract, employee situation, or financing, I wanted to have a damn batphone with my board members. Yes, I realize that I was not in the business of saving lives, but the difference between landing a rock star candidate or closing a round often depended on the timeliness of a board member’s response.
Does real shit: Being on a board is not just about showing up for the meetings. A board member needs to materially contribute to the success of the business. This includes making numerous introductions to potential customers, partners, and employee candidates. This is in addition to being available to interview and sell employee candidates, coach management team members, speak at sales kickoffs, or just about anything reasonable that a CEO asks you to do to help the business.
I once had a venture capitalist explain to me that a board doesn’t have many options when it comes to affecting the direction of the company, that if you don’t agree with where the CEO is leading the company, you basically have two levers: 1) threaten to fire the CEO, or 2) fire the CEO. He also added that the former gets pulled much more often than the latter. This describes well the authoritarian and adversarial nature of many CEO-to-board relationships. Given the makeup of most boards, where most of the members lack the practical experience to help coach the CEO, the lever approach is not all that surprising. But like any bad relationship, it’s something to avoid.
The best board members aren’t elected by default. CEOs that set themselves up with their choice of board member—which means getting more than one term sheet and doing extensive reference checking—are better off. You want to find a coach, not a lever puller.
[Image: Flickr user Beverley Goodwin]