Your Complete Guide to Board Meetings (Part 1): Participants, Roles, and Responsibilities
January's three part series on board meetings for tech startups
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!)
CPO / CTO
Part II: Materials and Metrics
Templatizing your materials
The CEO’s Materials
The CFO’s Materials
Strategic Readout Materials
Reminders, Before You Hit Send…
Part III: Meeting Structure
Closed Door Session
13 Deadly Mistakes to avoid at your next board meeting
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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  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)
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:
Letters of intent (LOIs)
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
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