Against all odds: Forming a value adding scale-up board

Against all odds

From my own experience (and frustration) I can testify to the fact that very few scale-up boards function and add value. Worse than that, some say that 70 to 80% of VC board members add negative value (1). Why is this the case? And how can scale-up founders and CEOs and investors build a board that does add value? 

Venture boards are (mostly) investor boards

During the scale-up phase, the company moves from funding by founders, friends and family to more professional investors. These investors will typically want a seat at the board table, which inevitably leads to scale-up board members with multiple interests to serve (much different from for example boards of more mature listed companies). Scale-up boards will therefore often lack goal alignment.

First time founders / first time CEOs

Many scale-ups are run by first time CEOs. From building the team, to making sure customer acquisition works to fundraising, most things are new and challenging. CEOs/founders will often lack the bandwidth, experience and confidence to pro-actively think about forming a strong board. When I was a newbie CEO myself, I used to drive home on most evenings with a head full of issues to crack, from building the organization, to commercial performance, to a non-performing new C-level hire. Board composition was the last thing on my mind to worry or think about.

“Funding first, we’ll take care of everything else later”

As pressure builds (which it always does at some point in the start-up scale-up journey) and cash runway is shrinking, founders/CEO may give in to a mindset of “Let’s get the funds, we’ll take care of everything else later”. Although perfectly understandable, as the future of the company is at stake, by going down this path, the moment of truth of impacting board composition is lost, which often cannot be repaired later on.

Pace of change in board composition

In hyper growth ventures new funding may be required every 18 to 30 months. This means new investors and thus new board members may be added every 2 years or so. With goal alignment (see above) already being an issue in scale-up boards, this further complicates scale-up boards effectiveness.

Forming a value adding scale-up board

The above hopefully gives insight into the complexities of forming an effective and value adding scale-up board. It almost seems a miracle if you can actually make this work. That said, there are a number of lessons learned that can be applied to significantly improve the odds of getting to a high value scale-up board.

People first, valuation second

As Elad Gil (2) puts it “I would always take lower valuation in order to work with a board member or VC partner I really like, rather than a higher valuation and a lesser board member.” However straightforward this sounds, a CEO will have to resist pressure from co-founders and existing informal investors, who will want to minimize dilution. It is therefore wise to spend time well before starting a funding round with founders, CEO and other stakeholders and answer the question: What are we looking for in an investor/board member? Making sure below topics are addressed when answering this question.

Adding a trusted independent to the board

When I was a scale-up CEO I would get the most value by far from the board member who had been in my position before – someone who ran a scale-up, lived through the stages of scaling, and recognized the pain of having to make hard decisions. Just knowing this person was available as a sounding board already makes a world of difference and adds a lot of value. Adding a trusted independent board member can also help smoothen the relation between the leadership team and investor board members, bridge some of the differences, build mutual understanding and coach both the CEO/founder and investor board members in finding the right approach in working together. The trusted independent needs to have authority (track record) and respect from both investors and CEO/founder. One thing is for sure, knowing what I know now I would have pushed for a trusted independent board member much earlier.

Managing board agenda & meeting frequency

A key element in getting the value out of scale-up boards is making sure the right topics are discussed at the right level of detail. Many boards either go too detailed (risk of losing the big picture and/or micro management, sitting on management’s chair) or stay on the surface too much (risk of not fully understanding the business, missing key points in decision making, lack of management control). The solution to this is a well-managed board agenda and the right meeting frequency. I have always found that running monthly board meetings drive management to live from one board meeting to the next, impacting preparation quality or taking too much time out of their agenda. Nevertheless, investors understandably require monthly insight into performance. What has always worked for me to get around this is to have the CFO run a monthly finance call. This way the hard figures are known and out of the way. A quarterly (or bi-monthly) board meeting can then be allocated to relevant and well prepared deepdive topics such as strategy, team and organization, and product roadmap.

A safe board environment

Boards are most effective when the environment is safe for management to not only share wins and achievements, but also spend time on things that didn’t go well and topics that the CEO/founder is struggling with. This requires the CEO to be proactive in formulating the issues she/he wants to discuss or get support on, but more importantly it requires an environment where open communication is encouraged and facilitated. When things do not go as planned, board members need to take a coaching approach, rather than judging. It will make the CEO/founder feel supported, so next time he/she will be just as open in sharing both the good and the ugly.

Beat the odds or at least improve them