Your Complete Guide to Board Meetings (Part 1): Participants, Roles, and Responsibilities

January's three part series on board meetings for tech startups

OpenAI Q4 Board Meeting

Contrary to popular belief, there’s no Illuminati behind the board room curtain (with the exception of maybe OpenAI).

Much of my career has been in the service of board meetings - as the Chief of Staff preparing the CEO’s opening slides, to the FP&A Director building the annual operating plan for approval, to (finally) the CFO presenting the company’s latest financial results.

With this experience, I’m here to share what goes on before, during, and after board meetings.

This is our first of three posts on board meetings.

Part I: Roles and Responsibilities (THIS POST!)

• CEO

• CFO

• CPO / CTO

• VCs

• Strategic Investors

• Board Observers

• Independents

• Corporate Secretaries

• Committees

Part II: Materials and Metrics

• Templatizing your materials

• The CEO’s Materials

• The CFO’s Materials

• Strategic Readout Materials

• Reminders, Before You Hit Send…

Your Complete Guide to Board Meetings (Part 2): Meeting Materials & Templates

Part III: Meeting Structure

• Closed Door Session

• 13 Deadly Mistakes to avoid at your next board meeting

Your Complete Guide to Board Meetings (Part 3): The Closed Door Session & Mistakes to Avoid

Subscribe now, or your investors will discover your ARR is really CARR.

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CEO

• Chairman

  • The CEO is typically the President and Chairman of the Board

  • Chairman is also a common role for a former CEO who’s transitioned out of the day to day of the biz - like Brian Halligan of Hubspot or Jeff Bezos of Amazon.

• The (current) CEO facilitates the discussion

  • We’ll cover the materials a CEO typically covers in next week’s post, with an emphasis on:

    • Splash Slide of Top Metrics

    • What’s Working / What’s Not Working

    • P&L and Cash Burn

• So is the board the CEO’s boss?

  • No, they are no one’s boss

  • They do oversee the CEO, but they are not a boss in the conventional sense of the word

  • This is a more intuitive concept for Founders than non founders

    • The people who have trouble with this concept are those who climb the corporate ladder and become a CEO - “professional CEOs”

      • If you’re one of those lucky souls who made it to the “boss” level of the career video game, as a default you’ll want to treat the board as a boss, since you’ve been used to having a boss for [20] years

  • The board does, however, hire and fire the CEO on behalf of shareholders, when appropriate

    • They also determine the CEO’s compensation package

• The CEO may have “super voting” shares if they are a founder

  • Mark Zuckerberg and Evan Spiegel are examples of founder CEOs with extraordinary voting power, which essentially ensures they’ll never get fired

  • Professional CEOs typically have run-of-the-mill common shares, like the rest of the rank and file employees (just a lot more of them)

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CFO

• The CFO is responsible for updating the board on the company’s financial performance

• They are also responsible for leading the Audit Committee, and sometimes the M&A Committee

• They will generally facilitate (with the help of the CEO) discussions around:

  • Acquisitions

  • Letters of intent (LOIs)

  • 409a valuations

  • Stock option grants

• So does the CFO work for the board?

  • No, the CFO works for the CEO. Full stop.

    • The CFO has a fiduciary responsibility to the shareholders, and many of those shares do sit in the hands of the board

    • But a CFO does not report to the board; he / she consults and updates the board

      • The CFO is probably the second closest to the board, other than the CEO; but they are not the CFO’s boss, even if they recruited the CFO

      • Don’t get it twisted

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CPO / CTO

• The CPO / CTO is responsible for updating the board on the company’s technology roadmap

• They are also responsible for leading discussions around adjacent market opportunities

  • Why? Acquisitions rarely work out if the technical side of the house isn’t motivated to make it work, and truly sees the tech opportunity

  • Otherwise it’s a bunch of corp dev junkies chasing cars like a wild dog in the street - they wouldn’t know what to do with it if they caught one

• It’s important to note that:

  • This role in the board room may be filled by the CEO if they are a technical founder

  • If it is the company’s CTO / CPO, they typically don’t attend every board meeting, and are brought in for quarterly updates on roadmap or strategic discussions around M&A and partnership opportunities

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VCs