Why the Board Meeting is Broken: Reimagining Your Meeting

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This is a podcast episode titled, Why the Board Meeting is Broken: Reimagining Your Meeting. The summary for this episode is:
CEOs see board meetings as a tax when it's not a strategic asset
02:01 MIN
We need to trade procedural meetings with narrative and engaging interaction
03:19 MIN
The best CEOs view their board as a team
00:25 MIN
Don't be afraid to call out when board meetings are a tax, instead of a joy
03:03 MIN
Pro Tip: abolish slides from the board room
00:55 MIN
Startups need board members who are ready to dig in
00:44 MIN
The board is there to support the CEO, not serve as governance
01:59 MIN
Creative and unstructured conversations can drive strategy
00:40 MIN
It's important to balance Zoom meetings with in-person meetings in order to build relationships
01:36 MIN
Boards for different stages of business work in unique ways
01:30 MIN
Flip the script on how you view your role
00:20 MIN
Boards shouldn't be performative, they should be problem solving
00:47 MIN
The board should be an asset to the CEO when a business is in distress
01:10 MIN
Don't be afraid to change your meeting cadence on the fly
00:33 MIN
Start following "The Rule of Ones"
01:25 MIN
Forget slides, and build your board meeting around conversations
01:22 MIN
Move on from the fixed document and use more iterative framework
02:14 MIN
Use board meetings to focus on the most important topics, not reading slides
02:09 MIN
Separate financial reporting from the board meeting
01:29 MIN
Get your management team involved with and connected to the board
01:27 MIN

Jocelyn Mangan: I'm going to start by introducing myself. My name is Jocelyn Mangan. I am the founder and CEO of Him For Her, and we exist to help accelerate board diversity. We do that by hosting round table discussions with CEOs, ambassadors, board members, and board- ready women, as well as building curated referrals for board openings for free. I'm really excited for today's conversation about the boardroom, and especially talking about why it's broken and how we go about and go forward to fix that. And we have three incredible panelists. I would do a terrible job introducing them because I know them well and I would like to have them introduce themselves. And I'm going to start with our first, Brad Feld. Want to give us a quick introduction?

Brad Feld: Sure. Hey there, Brad Feld. I'm a partner at a venture fund called Foundry. We invest in companies all around the US and we also invest in early stage venture funds. We've got about 50 partner funds that we've invested in over the years. I'm a co- founder of Techstars. I'm an investor in Matt's company, Bolster. And Matt and I have worked together for 20 something years on a couple of companies. I'm a big supporter and funder of Him For Her and huge supporter of Jocelyn, and I'm an enormous fan of Ed Norton. Edward Norton, the movie Star, and Edward Norton, the entrepreneur and investor is a new person that I'm a fan of.

Jocelyn Mangan: Nice. Thank you Brad. Edward.

Edward Norton: Hey, great to be here. Thanks for the invitation. Yeah, at some point my ambition is to be better known for the cool companies I've started than my job moonlighting in films, but we're working on that balance. If I told certain people that know me that I was engaged in a board governance software enterprise, I think a lot of people would look at me like I've absolutely lost my mind and that that that's one of the most boring things I could possibly engage my time with. But I actually, as a person who's been serving on boards since I was 21 years old and probably oversubscribed and who's sat on the company, entrepreneur side of the table and experienced the pain of it in terms of a company's time cost suck, it's actually a topic I do care a lot about, and think matters a lot not just to companies, but to the non- profit organizations I'm very involved with where I've just seen enormous amounts of wasted time, opportunity and efforts. So I'm psyched to talk to you guys about this.

Jocelyn Mangan: Awesome. Thank you. And Matt?

Matt Blumberg: Yeah, Matt Blumberg. I'm co- founder and CEO of Bolster. Bolster is a marketplace that connects startups and scale- ups and other companies with senior executives. So we help CEOs build out their leadership teams, we help them find coaches and mentors and we help them find board members. So I've served on many boards, many with Brad and many without Brad. But I also help CEOs build their boards. And Brad and I co- authored a book called Startup Boards, which came out last year. And Jocelyn wrote the foreword to it. So this is a topic that I spend a lot of time in and around and care a lot about. And we are excited to be bringing this webinar to everyone along with our friends and partners at Zeck.

Jocelyn Mangan: Awesome.

Matt Blumberg: And Jocelyn, you didn't tell anyone what you're doing in New York today?

Jocelyn Mangan: That's right. I forgot to mention, Him For Her is here. I'm actually dialing in from the NASDAQ market site. We will be ringing the bell later this afternoon to celebrate a 100 board placements that are women. And that's what we focus on, is board diversity. So I'm super excited about that. And I'll also be diving in here and there in this conversation. I sit on three boards today, not counting the two of my companies. I sit on public company Papa Johns, public company Wag!, Pet Wellness and ChowNow. So let's dive in, shall we? We're going to start-

Edward Norton: Yeah, Jocelyn, I should say I sort of buried the lead in listening to all the introductions. I think people do know some of the things I've done, but I should have said the obvious, which is I co- founded Zeck. Which is a new business software tool for managing board process and board governance. And there's some folks on the call who are using Zeck already. And I did it with two wonderful partners, Robert and Jeffrey Wolfe, who are here as well. Who, we had previously co- founded and run the company called CrowdRise, which was one of the original crowdfunding marketplace platforms for charitable giving. And we ended up merging CrowdRise with GoFundMe to create sort of what is now the modern GoFundMe straddling peer- to- peer fundraising and fundraising for organizations. And I still serve on the board of GoFundMe. And so excited to talk to you about what we tried to bring to help this problem set through the tools that are in Zeck.

Jocelyn Mangan: Awesome. And I was saying in our little prep call before, now I've gone to the Zeck website and read through it, I highly encourage everyone on this to do that. It's amazing. All right, so let's dive in. The first question, I'm going to have you answer this one, Matt, to start with. Why do so many CEOs viewed board meetings as a tax?

Matt Blumberg: Yeah, it is the number one thing that I kind of hear or get as a vibe when I talk to founders and CEOs about boards. They just kind of roll their eyes and they're like, " Ugh, my board meeting." And like 9 out of 10 do view it as a tax. And I think they view it as a tax because they view it as some kind of exogenous body to whom they owe some reporting, some dedicated reporting, some stuff they have to spend time on outside of their normal course of business. And that it's like a time suck for them that doesn't return much. And part of what we always try to do... I mean, I think we did this in the book Startup Boards, but we try to do when we help entrepreneurs with a board search is also help them think about, no, no, no, reframe that. And think about your board as a strategic asset and you get out of a strategic asset what you put into it. So yes, you do have to spend some time curating a great board in terms of who's on it, being very intentional about how you lead the board as a team, doing an excellent job of preparing for board meetings and running board meetings, but you should be getting a big return for that investment and not thinking of it as a tax. So I think the biggest sort of answer to your question of why they think of it as a tax is they think of it as something that's separate. So they think about preparing for a board meeting as separate as opposed to thinking of it as part of what you do at the end of the quarter is you prepare all the content for your own organization internally as well as your board about what happened last quarter, what's about to happen next quarter. And they don't think strategically about how to use a board meeting to help flesh out critical topics, help drive accountability in the organization, help them make decisions as CEOs.

Jocelyn Mangan: Thanks for that. Brad, Edward, do you have anything to add to that one?

Edward Norton: I mean, I couldn't agree more with that. I'd add to it that I think a lot of companies and a lot of non- profits as well, what should be a positive reciprocal relationship is often a negative reciprocal relationship in the sense that it's not just companies and founders that view it as drag on process or tax, but a lot of board members I think view it in terms of what the company's putting across to them. I am on way too many non- profit boards and quite a few corporate boards, and on the board side too, the experience of receiving the 89 page PDF with slides and zero interactivity, it really is a punch yourself in the face kind of moment every time you get one. And then again, looking at it from the board member side of things, you get the 83 page deck of slides, usually with not nearly enough lead time, but if you're a diligent board member, you actually go through it only to then have the experience of four to six hours in which that exact same thing is essentially read to you like a child. And you just think, there's got to be a better way for the information that's put across to be something that the board can digest and interact with in a way that's meaningful. And people talk about cost structure with companies and times there is... Time is a cost structure, right? Companies going pencils down to prepare for a board meeting, board members who have to sit through board meetings in which 45 minutes to an hour is taken up with the governance of approving minutes and approving employee stock option. Things that could have been done in an iterative way on an interactive platform. It is a mutually deleterious feedback loop. It's not just companies and organizations are experiencing a time suck and not getting enough back out of it. But board members themselves I think are also... It doesn't create a great impression of the organization when the information comes across to you into this kind of antiquated way. And then the experience has so much wasted time in it. And I think something that was mentioned is true, is part of it is narrative. I mean do come from a narrative background. I think that board meetings, they've become way too procedural and not nearly enough about narrative, about inspiration, about forward looking proactivity. And I really came to believe that a lot of the business of the board meeting should not be taking place within the board meeting itself. And that a responsible board can do a lot of the quote, unquote, " governance" offline. But you've got to cultivate that on both sides of the table and you need the tools to help do it.

Jocelyn Mangan: Yeah, thanks for that. Go ahead, Brad.

Brad Feld: One more thing, which is philosophical to all of this and I think it plays off of the question is, while a board can decide to fire a CEO up until that point, the CEO really can change the philosophy of the interaction or what Edward's saying in the context of it being another team that the CEO has to help the business be successful. And in my experience, the best CEOs view their board as another team in the same way that the leadership team is a team. Again, with that one governance tweak in terms of the role and responsibility, but the CEO can change the philosophy. So it's not a burden to the board and it's not a burden to the team. Where in fact this board is another team to help the business be successful.

Jocelyn Mangan: And Brad, I wanted you to go deeper on that. With the Edward's point about, it's not just about the CEO considering it a tax. It's also the board directors dreading some of these meetings. What would bring that dread to joy? Tell me what a joyful board meeting looks like.

Brad Feld: Well, I would actually encourage CEOs or board members if they view the board experience as dread, they should really rethink the whole experience with the participants. And do it in a collaborative way, " Hey, this sucks. We're not enjoying this experience." Or, " I, the CEO, I'm not getting from it something that's useful for me." Or, " I, a board member am showing up at the board meeting and not finding it useful." Having it be a collaborative discussion to turn it into something that is fundamentally useful for the group is an important point. I've seen this happen with the evolution of boards over companies from the very early stages to public companies, is that the tempo and dynamic of the boards at different stages tends to change. Whether it's for- profit or not- for- profit. And a good example would be the not- for- profit board that's a brand new startup not- for- profit, is not going to behave like a not- for- profit board that has a$ 3 billion endowment and 5, 000 people. It's going to be different dynamics and different things that are needed in the context of that. So piece one is on either side, if you're a board member or if you're a CEO that's interacting with the board and you approach it with dread, step back and rethink the whole dynamic. Period. Second inaudible. Yeah, just the other comment that I make on this and then hand it off to Matt. The board meeting overhead, and I think Edward mentioned this really, really well. The more time you spend in the board meeting on stuff that can be done outside the board meeting, the less effective the board meeting is. And that can be things like approving minutes, it can be things like page flipping a deck that everybody has read. The best board meetings assume people can read and that people will be responsive. And that if you give people the information a couple of days in advance that they should do it. And do those things and be informed. And by the way, if they're not, that's a different issue and you should address that as a different issue with that individual board member. But then when you're in the room focusing on some set of critical issues for the business both in now and forward, whether it's the strategic discussion or a product discussion or dealing with something that's going on in real time, and focusing on using the board to help challenge, think through, suggest what to do. Not tell what to do because it's still management's responsibility to decide what to do, but have these all be inputs. Like, that's emotionally and intellectually engaging for most people and so much more engaging than sitting around being read to or spending 50% of the time going through stuff that you're just like, " Ugh, this is dull."

Jocelyn Mangan: Yeah. No, thank you. And Matt, before you start, I just want to encourage the audience, we are going to save time for questions. So keep putting them into chat and we'll collect them and make sure there's time. Okay. Go ahead, Matt.

Matt Blumberg: Yeah, one of the things Edward said that is a huge pet peeve of mine is the board book is all slides and then you sit in the board meeting and you read the slides. And it is one of those moments, Brad, to your point of like, you just got to step back and if you're dreading the board meeting, figure out why. About 15 years ago at my last company, we abolished slides in the boardroom. And when we do a board meeting, we send out whatever we send as a board book. Which used to be slides and now I'm using Zeck. But we literally don't... We don't have anything on the wall if we're in person or on the screen, if we're on Zoom. If we do a product demo, fine. If there's one chart I want to show, I'll show it. But everyone defaults to reading the slide. And there's just no reason for that. It's just a waste of everybody's time. And what we found when we abolish slides is that all eyes are on the slide when there's a slide. When there's no slide, all eyes are on each other. And if the point of a board meeting is to have engaging, meaningful, strategic conversations, the best way to do that is to have people looking at each other when they're having a conversation, whether it's in person or on Zoom.

Jocelyn Mangan: Yeah, thank you for that. Edward, I'm going to drag this one to you. You've talked a little bit about the tools and some of the things we shouldn't be doing. Can you talk more about as you see it, what's the value we should be getting out of a good board meeting?

Edward Norton: Well, I don't think fundamentally anyone should serve on a board who views their role as diligence, oversight, governance. I mean, huge public companies, sure. If you're my friend Andy Carson or the ex DOE secretary who ran the shareholder revolt against ExxonMobil and got himself installed as a decarbonization activist on the ExxonMobil board, it's different. But the average startup company, certainly every non- profit, any board member who doesn't see their role as at least 50% proactive, strategic alliance to force, multiply and advance the cause proactively shouldn't be on that board. There is just absolutely no reason that the large majority of companies should have anyone on the board who aren't willing to enthusiastically accept the mandate to roll up sleeves and think about what they can proactively do to act as force multiplication for the company itself and support. I think that inevitably many companies end up with venture capital investors who become board members, et cetera. And that's fine. I don't think that being an investor should reduce that mandate. Sure, you're there to monitor your investment. You should not be on the board if you're not going to work proactively. And I think CEOs and leaders of non- profits should set that criteria, should set that expectation so that then reciprocal expectations by the board members can be positive. You know what I mean? But I think one of the biggest things, I think we're all getting at it, is nobody, no adult person who's a professional and who understands business or understands mission- driven orgs, wants to have slides read to them that they've already received. It's ridiculous. And I think that with Zeck, one of the things we've tried to do is make it... I mean, it sounds like a no- brainer, but you should have iterative communication capability when you're doing the pre- read. In other words, the board meeting itself should be a chance to query and respond and make suggestions to what you've already read, not a representation of what was in the read. So we've tried to build fundamentally a tool that allows for some of the iterative component of the board responding to the materials to take place before the meeting to help frame up what needs to be discussed that's most opportune and most needed in the meeting itself. And that includes things like... We really do believe, we've surveyed tons and tons of portfolio managers, people who have portfolios of companies at their funds and things. And a top request has been that there should be the capacity to handle some of things, like you should be able to pre- vote the minutes, you should be able to pre- vote employee stock option inaudible. You should be able to put questions in that can be answered so that lots of things can be taken care of prior to the meeting. This also, one very famous growth capital investor said to us, the great thing about that too is it puts peer pressure among the board of directors because anyone who hasn't done the work, it becomes very evident if the company has the data about who's responding in advance. And it makes for more responsible directors so that they don't just show up and want to have a deck read to them because they haven't read it already. But our approach with Zeck was, we kind of said, " What are the two ways that board meetings can improve?" And we looked at both quantitative and I'll say that to us is time structure, time cost structure. How can we take away the redundant time structure cost on an organization to go pencils down and rebuild that presentation every time? Why can't we have a cloud- based thing that lives and that one version can flow into the next, et cetera. Crush that time structure, crush the time structure cost on the board members themselves. But really importantly too, the qualitative. You want to try to create tools that promote higher qualitative engagement between board members and the org themselves. So I think a lot of what we're talking about and a lot of the ways a board and a company or a board and an org can push this themselves is to challenge both of those columns. The quantitative on time and the qualitative on how are we spending our time.

Jocelyn Mangan: That's a great point.

Brad Feld: Jocelyn, let me cycle back to the first part of what Edward said because I think there's one more thing in that that's really important, especially for investors. And I'll just give a philosophical view. I think this is true for independent directors, but also true for investor directors. I view my job as a board member as long as I support the CEO, my job is to work for her. Every CEO needs something different. There's no canonical set of things that a CEO needs in terms of help. And going back to this team concept, if you can get your board members as individuals thinking with that philosophy where their goal is to help you, the CEO and the leadership team by proxy be successful, it reorients so much of the energy in the discussion. And I think Edward, you can say if you agree or not, but it sort of goes back to that comment. If as a board member you're not approaching it from that frame of reference. Your job is not to be a governance body for the company. Sure, there's governance responsibilities, especially for early stage startups as they grow. That's lightweight relative to the real impact you can have as a board member, which is on the business. Not by operating it, but by helping the leaders in the business, especially the CEO figure out and think through how to navigate what they need to do in this incredibly challenging dynamic. So that frame of reference changes. And frankly when I'm on a board as an investor, where other investors on the board are sort of sitting back and just playing governance or diligence roles, I'll call them out. And I don't do it publicly, but I challenge them to engage. Like, " Are you serious about this or are you just sort of passing time?" And I've found personally that most investors who are good, high quality investors, even if they don't have a ton of board experience, start to engage that way. It's just more fun, it's more productive, it's more useful. And so it is again, a tone shift that the CEO and other people around the board can help reinforce or enforce in the first place.

Jocelyn Mangan: Yeah. I mean, we're here to reimagine not just the board meeting. I think that's the artifact of the bigger topic, which is the board and how do we reimagine the board and how they come together, how do they make decisions? I will say that the pandemic taught boards how to use Zoom. That was a step. Most of the time if they were phoning it in, they literally were like a distant speaker across the room. And so it's not the most robust tool, but what it's allowed, at least what I've witnessed on some of my boards is to do some of this governance stuff outside of the in- person board meeting where you have the ability to have more creative and unstructured conversation, which can often drive strategy. So Matt, I'm going to call on you next. As we think about re- imagining this board and the board meeting, what would you add to what's been said?

Matt Blumberg: Well, I think one of the good news and the bad news of the pandemic is everything got moved to Zoom. And that's way more convenient I think for a lot of VCs in particular where they serve on 10, 12 boards and that's one of the big constraints they have in their business. Not having to travel for board meetings makes things a lot easier. It means you can be on more boards. And I worry about the future of board meetings if they're all on Zoom. I think there's something qualitatively and very importantly different about meeting with people face to face. And I don't think the world is ever going to go back to, " All right, everyone's got to get together in person." Unless it's a large public company board. But my hope and what I'm trying to do with my board is that we do two meetings a year in person and two meetings a year on Zoom to sort of get that balance right. And the Zoom meetings are going to be a little quicker, they're going to be less rich. And the in- person ones I'm asking for a little more time so that we have time to build the social dynamic of the board. Again, coming back to Brad's point that a board as a team, the most successful teams are the ones where people have good relationships with each other, where they can show some vulnerability, where they know things about each other's lives. And you can't get that on Zoom. But you can get that by having a board dinner, in- person time with the management team and a longer form board meeting at least once a year, and hopefully twice per board. So I think that's one thing that hopefully the world's going to figure out a good balance.

Jocelyn Mangan: Let's call on some of the others just to comment on this and then we might open it up to some... There's a ton of questions that have come through chat. Thank you to the audience for putting those. But Edward, as you think about reimagining the board, what would you add to what's been said?

Edward Norton: I think it's a lot of good points. I'm seeing people write really interesting queries in as well. It's an alchemy, it's not math. There's no right equation for every organization and companies are so different in stage, so different in size. And I think it has to be observed too, there's two very fundamentally different species of boards. The company board and the non- profit board. And I think non- profit boards in particular... I've seen a trend in non- profit boards in some cases toward something that feels too much like corporate governance. Talking a lot about fiduciary responsibility and all this stuff. It's like risk aversion by boards in non- profit frameworks I think is a terrible trend. Terrible trend. It's like we need non- profit organizations to be bold. On the non- profit board, I really believe if you're not there to proactively help, you pretty much shouldn't be there. I think it's interesting to observe too that even in the corporate frame we have more and more companies that you have to distinguish between straight up corps and now B Corps. We have corporations that don't have a pure profit maximization mandate on them and those boards are going to have a very different kind of... Should have, have to have a different relationship with the idea of governance and fiduciary responsibility. So there's definitely no one size fits all to any of these challenges and questions. Again, our particular angle on this was that... We call it hashtag, death to the deck. I really got to this point where I was like, I really don't want to receive a big PDF anymore and go through the experience of then having the PDF read to me. I think that's just a massive, massive, antiquated fail to the whole equation. We need to have tools that allow a company to interact with the board in a much more dynamic way prior to that quote, unquote, " meeting". You know what I mean? And it is a meeting but exactly to what either Brad or Matt was saying, if you are going to get together, if you're going to bother to get... We ought to be able in the era we're in to get a lot done on a governance level without having to sit around the conference room table. And honestly, we're in an era of efficiency and positive efficiency, if tools ought to be able to deliver anything, it's to be able to kind of get through through the molasses and the tar pit of process in more effective ways that allow for maximization of the qualitative part of the experience. And I'm sorry, but sending around a fixed PDF of slides that you are then going to read through, I think that's just got to be off the table these days. And that's what we tried to do with Zeck, was create an opportunity for a company and a board or org and a board at any size to be able to crush at least that massively inefficient and unpleasant part of the process out. Which is just like, just throw away the deck and throw away the idea that that's going to be the framework and the narrative structure for a four, six hour, full day meeting. I think decks have to go, they really have to go. It's a hand break on everything and I think from that decision a lot can happen.

Edward Norton: Yeah.

Matt Blumberg: I think, Jocelyn that the... I want to come back to the very first question you asked and kind of build on one of the things Brad said in the middle, which is if you view your job as a board member, independent board member or investor as being a thought partner to the CEO and the management team, and then you view your job if you're the CEO leading a board as, " How do I get the most out of my thought partners?" That just kind of changes the whole equation.

Jocelyn Mangan: Yeah, I mean one thing that we're dealing with too in the boardroom and the reason this conversation is so powerful is actually the topics are pretty hard. They're not linear topics that are entering the boardroom. They're not, vote yes or no. They are really thoughtful strategic discussions. And on that note, I'm going to start filtering some of the questions that are coming in through chat. One of them is, how if at all, do board meetings need to shift when the business is in a distress state? Do you change how they show up? Why don't we start with you Brad, on this?

Brad Feld: Sure. I mean for starters, I think management and boards should not deny reality at any moment. So whenever you have problems, whatever those problems are, put them in, sort of front and center. The board is not a performative, and the board meeting is not a performative moment. It's a problem solving moment. And I saw somebody somewhere said, Tony Fadell in his book or maybe in something he wrote said, " The CEO should always know the outcome in advance." And as a generalized statement, I don't even really know what that means because a productive board would be one that's talking about a bunch of things that are non- deterministic in advance. Especially if a company is in distress because the things to do are not obvious. If you, the CEO think you know the answer to all the things to do, and you don't have any interest or value the involvement of your board members in helping you think through some of that stuff, you got the wrong board members. And you got a useless board.

Matt Blumberg: You might also be the wrong CEO.

Brad Feld: Or you might be the wrong CEO. Fair enough. So I think a big part of it is, when the business is in distress, deal with reality, face it head on, engage your board members. Don't view the board as a anthropomorphic being. The board is not a thing. You have individual people who are board members who make up a team that's your board. And different members on your team, that is the board, can help in different ways and can engage in different ways based on their own strengths and weaknesses. And when a company, especially a younger company is in distress, if you have not gone through that before as a CEO or as a leader, and you have people on your board, whether they're investors or independent directors who are CEOs of other companies that have, you have this incredible source of wisdom that can give you more data for what's coming and what's happening and how to think about it. You as a CEO still have to make the decisions. So again, that same philosophy of engaging to solve the problems, recognizing that you as a CEO and the leadership team then have to go execute on it. But doing it in a way that's upfront, clear, transparent, whatever cliches you want to use.

Matt Blumberg: I think one of the other things... This is a simple thing. If you have a calendar at the beginning of the year that says you're going to have four board meetings, and you're in distress, change it. Have more meetings of shorter length. Think about it, to go to the Ben Horowitz model of wartime, peacetime. You probably change the operating system of your management team. If you're doing monthly or quarterly meetings there, you're doing daily meetings. You can up the frequency of board meetings to monthly. You can call inaudible and say, " Hey, I need a board meeting. I need an ad hoc one this week. Everyone find an hour."

Jocelyn Mangan: Yeah.

Brad Feld: I think that's a really important point, which is there are definitely, whatever the cadence, whether it's quarterly or every eight weeks or whatever gets set up, when you get in distress, you don't have a daily meeting with your board but set for that period of distress a much more frequent cadence. Naturally for me from an investor perspective, I have plenty of companies that shift into one hour calls every two weeks when a transaction is going on. Sometimes you get into calls once a week or you might create subcommittees with a smaller set of people who are going to engage more deeply around particular sets of things. So again, don't anthropomorphize your board in these situations. Try to think about the people on the board collectively who can help the most and then engage directly.

Jocelyn Mangan: That, it's funny because as we're having this conversation, the CEO of one of my companies just called me. And it reiterates the point. You don't have to have a structured time to have that relationship with your CEO. You can text and say, " Hey, do you have five minutes?" There's another question that came in that's somewhat related and somewhat different, and I want to pose this one, which is, curious what everyone has seen work well and strategies to evolving the composition of the board as the company grows and/ or pivots into new directions?

Brad Feld: I give this to Matt. He has the best way to approach this inaudible in my experience.

Matt Blumberg: I've got the rule of ones. The rule of ones is, one member of the management team on the board. So if you have a bunch of founders, the CEO should be the board member. And then for every one investor add one independent. So the normal progression of a for- profit board with a startup will be three to five to seven. And I just think that balance of independence and investors is so important. It's so important to have independence on your board from day one, which most companies don't do. They think like, " Oh, I don't need to do that. The board is just me, I'm in control of it, I'm the founder, or I've got a couple founders and I don't have to worry about independence until later." Independent board members are incredibly helpful and valuable. And that balance of investors and independence with you as the founder and CEO on the board is really the best construct. I'd also say turning over independent directors can be really important too. You want the board that you need now for the next couple years. So we always encourage early stage companies when they hire their first couple independents to give them two year terms, not four year terms. You don't know if someone's going to be the right fit for your business a couple of years down the road. You can always renew them and give them a new term. But you really want the benefit of as much strategic thinking as you can around the table, not the same strategic thinking.

Jocelyn Mangan: Thank you and thanks for all the questions coming in. Another question that's come in is... Actually this one was for you as well Matt, but anyone can speak to this because I think we've all had different flavors. The question is around what happens when you have this board meeting without slides? How are you spending your time? Give us some tactical examples of what you've seen work or not work when you've opened these discussions up?

Matt Blumberg: Yeah. So typically I divide the meat of my board meetings, forget about the official business part and the executive session part, but the meat of the board meeting. I tend to have the whole management team there. And I don't do a dog and pony show. Like each person stands up and gives their slides about the review of their department. We pick two or three topics on the retrospective of what happened last quarter, and I have different people on the team come with three talking points about that topic and open it up for conversation. So we don't do the, " And if you turn to page five to look at the cash flow statement." But we'll say, " Hey, last quarter there are really two things you need to pay attention to. Here's one, here's the other." People facilitate a conversation around it. For the bulk of the board meeting where I like to talk about strategic, go forward topics, I set those up with memos. Which actually someone put in the chat, that sort of prose narrative can be a really powerful way of laying out a topic or a decision to be made or a brainstorm to be had, as opposed to slides with bullet points. So I'll have a couple of those in the board book, two page memos, really short. And then again, someone on the team will facilitate the conversation about that strategic topic. So again, if you're going to have conversations, someone has to be the moderator. Doesn't have to be you. And they have to have a few starter points for it.

Jocelyn Mangan: Great. Edward, do you have anything to inaudible.

Edward Norton: Can I just say, I just wanted to add that. I mean, I think again, we've tried to address this. That's where I think iterative... The idea of a fixed closed document that you get that you interact with alone and what you're going to email the CEO prior to the thing and then other people... No one can see what your question was. The whole idea of slides and information. Let's assume we're at a company where financials, and where there's a sense from investor board members that they really want to track the financial progress per plan, all that kind of stuff. In any form of platform, PDF slide or Zeck or whatever that can be presented. But if there's the opportunity to query nuanced details in that while you are doing your initial read, right? Everybody should be doing their reading. Nobody should be showing up and expecting to have it all narrated, otherwise literally it's a duplication. So if you've got the opportunity to query it, have other people see that query, some of that responsive. You ought to be able to arrive... We call it kind of highlights and lowlights. People ought to be able to give a narrative frame where they say, " Look, here's the overall. We're assuming that you'll read this below and that if you've got kind of technocratic questions within it, feed them to us, we can feed them back out so that we arrive all with as much efficiently derived at shared understanding of what's in the presented materials so we don't waste time querying the nature of the thing itself." And I think that I... It's amazing to me that in 2023, the idea that we're feeding information out in a non- iterative framework, in a fixed framework. It's just fundamentally inefficient. And I think that the idea should be to arrive at the meeting with everybody having pre- digested and even pre- queried so that a lot of the refined understanding... I mean, if I think about the amount of time in company board meetings that is spent just arriving at a shared understanding of what was presented, that's a real waste of time. That to me is very 20th century.

Brad Feld: I had a profound experience probably around 2009. Yeah, probably 2009 with a company that I was on the board of that was growing extremely fast. Was probably at that point a 1000. Had been in business a couple of years. Was very, very high velocity in terms of everything going on around their business. And the company was Zynga and the CEO is Mark Pincus. And we had a very high quality, relatively small group of people around the board table. It was Reid Hoffman, me, Ben Gordon, who was another investor, and Mark. And the materials in these board meetings, per Edward's comment, went out in advance. We tended to... It wasn't iterative document, but we tended to have plenty of back and forth in advance as people tried to get clarification. And then the way Mark ran his meetings is at the beginning of the meeting he went up to the whiteboard and put somewhere between three and five questions on the whiteboard that he wanted to discuss during the next three hours. That was it. And we then spent time discussing those three questions. So everybody had the shared context. We had lots of back and forth because there was so much happening in this business that we were hearing about it constantly. The board meeting itself was focused on helping Mark and the leadership team, because he'd have the whole leadership team in the room, work through incredibly significant problems that they didn't have clarity on. And using the people in the room to go back and forth on. Now that's an extreme sort of way to do it, but it was very effective because of the relationships that existed and the level of trust that existed between Mark as CEO and everybody in the room in the context of the business. And back to Edward's point, we invested. We all showed up having invested in understanding what the current context of the company was in that moment. Rather than showing up to learn about the current context of the company.

Jocelyn Mangan: Yeah, that's really good. One of the other question is, a lot of this information is generated from the executives and the teams sitting below the board. How do you help them understand what the board needs to know?

Brad Feld: My own view is that this is totally a tone from the top. And the CEO who is one who wants the board to know what's really going on in the company doesn't control and filter the data as it gets pulled together in advance. And again, back to the iterative dynamic that Edward's been talking about with Zeck. Like that iteration is out in front of everybody. The management team and the board members. And so it's not like the CEO is controlling what information is getting put together. The CEO might have some structure and that, but it's really sort of more information collated down to not being overwhelming. And there's some judgment on that, but it's done in the open across the whole team and across the whole board. And then an example I'll use of a company that has a monthly... Most of the companies I'm involved in, I encourage them to completely decouple their financial review from the board meeting. So I want monthly financial data and I'd much rather have a financial review not be part of the board meeting so that people are current on the financials. As companies get bigger, I've had some companies that really benefit from or want a monthly, one hour financial review meeting with the board or a subset of the board. And I'm thinking of one in particular where we've done that and the presentation that they give, because it's a dynamic company that's growing a lot, the changes from month to month and the new stuff that gets added or the stuff that gets deleted tends to be part of that discussion too. So the CFO and the two people that report to the CFO, and the head of operations are involved in crafting that information. But listening and getting feedback from board members who say, " I don't understand this. I'm having trouble figuring out why this is happening. And why aren't we making improvement on this thing?" Or, " Why did this financial metric get sort of wonky from where we thought it was going to be?" Or, " Gosh, the gap between free cash flow and EBITDA is really dramatic. I'm having a hard time processing why that is." Those kinds of questions when they're done upfront where the goal is not answer it one time and never get it again, but instead incorporate that into the rhythm of the information going forward, so that people understand the business better can be pretty powerful.

Matt Blumberg: Yeah. So Jocelyn, I'd say two other things around that and it really is a great question. One is in the setup, I mean they're both really in the setup. If you as the CEO view yourself as the filter that sits between the board and the management team, you're missing out on a big opportunity. And that opportunity is for the people on your team to build independent relationships with the people on your board. And that's just good for everybody. It's good for the board's learning about the business, visibility into the business. It's good for your team's professional development and their own networking and relationships. And I like to be kind of CCed on things or at least let know what's going on. But I don't want to be in the middle of every piece of information that flows back and forth or in every meeting with a board member. So I think that's one way you sort of break down that issue. But the other thing that I always try to do with my team is I try to get them to have some empathy for their board members. To remember, for example, that board members are on multiple boards. They come in and out of the dialogue about your company a few times a year. They're not in it every day, all day like you are. They don't know the acronyms. They might not remember what you talked about at the last board meeting. They might be conflating your board with another board. And to really make sure that the communication, whether it's in the pre- read or whether it's in the way you facilitate a conversation in the meeting, kind of sets that tone. It doesn't assume that they're in it as much as you are.

Jocelyn Mangan: So we're getting close to the hour, but before we close this out, I'd like to, one by one with our amazing panelists, any last words you want to share? And then I want you to answer this sentence and you get to fill in the adjective. It's like boardroom Mad Libs. So imagine you've had this new reimagined board meeting, you come home and someone's like, " Hey, how was your board meeting?" And the sentence I want you to complete for me is, our board meeting was... Blank. What are the new adjectives we need to be using when we describe? So let's start with you, Brad. Any last thoughts? And then let's do our boardroom Mad Lib.

Brad Feld: Can I use multiple words?

Jocelyn Mangan: Sure.

Brad Feld: Intellectually intense.

Jocelyn Mangan: I like that. All right, Matt, you want to go next?

Matt Blumberg: Yeah. One just sort of quick note I would say is that this is the most vibrant chat that I have ever seen in a panel or webinar. Team, let's make sure that we save it. There were a lot of questions we didn't get to. I will do my best and we'll work with the Zeck team and Brad and Jocelyn to actually answer them and figure out how to post that publicly somewhere.

Brad Feld: It sounds like we need Zeck for seminars.

Matt Blumberg: So anyway. So sorry Jocelyn, what was the Mad Lib again? I just came from a board meeting and it was...

Jocelyn Mangan: It was...

Matt Blumberg: Illuminating.

Jocelyn Mangan: Great. Great one. We also had a suggestion that maybe we need to do another one of these in six months for all these people getting all these tips and practicing in their board meetings come back and tell us how it was. All right. Last but not least, Edward, any last thoughts and complete our boardroom Mad Lib.

Edward Norton: I mean, I love all the thought. I think through it all, there's a lot of alignment here. I get that in the totality of what I see people writing and whatever, there's an extremely high amount of shared experience here. I'm not seeing people saying, " Oh, I have a totally discordant view of this." I think we're all kind of... Not to use tech euphemisms, but you see these kind of experiences move through 1.0, 2.0, 3. 0 kind of versions of themselves. And we all want to be part of evolutionary progression. And I think, we talked about this a lot when we were saying, do we really actually want to spend time on a tool set for the board experience? But I thought a lot about our own companies, my own experiences. And it's like if you think about what... Let's think about what Carta did for something really boring like cap table management. It crushed a lot of... I mean, I used to look at that and say, what Carta really did was take a lot of cost structure because it was law firms inaudible billing hourly and on Excel spreadsheets that was managing cap table. This is a very healthy thing to take into the cloud. Legal documents. Is anybody really getting FedExes anymore full of tabbed files with plastic tabs on them to execute your stuff? DocuSign and other stuff. This is a inaudible. This is really positive. This really is. It's great for the world that we're paperless on all this stuff. And I think our view is the same. Which is this idea that we have to send these fixed PDF documents across is the best way of communicating. On this process it's time for it to change. And I think there's already a generation of companies and non- profit organizations that would never use the tool sets for cap table management, for legal documentation. There's even incredible companies handling compliance automation now for the companies with heavy compliance burdens or HR or whatever. There's no reason that in this sphere of the whole organizational experience, we should be using tools that are frankly now already really, really old and outdated. And I think that's why we tried to lean into that component of it. But I think I'm happiest when I get off a board meeting, if... Illuminating is a good word. I feel like if I've been educated, if I've learned some things. I love the differentiated expertises of other board members and I love when I'm on a board and I walk away from it going, " Man, that person really knows what they're talking about. And I do not know a lot about that component of what we're trying to advance here." And so I think the best thing I get out of being on boards is not necessarily even just the inspiration of the org itself, but the education that you get from working with a lot of different people with different experience sets.

Jocelyn Mangan: That's awesome. And someone said that I should answer it too. So since I wrote it, I guess I'll answer it too. I would like to add the word fun and strategically productive. I often am out there saying, " Look, boards aren't boring." I love being a board member. I truly think it's fun. And boards are built on relationships and not spreadsheets. So if you enjoy people and you enjoy learning and you enjoy business, the best boards combine all those things. So that's how I would answer it. I want to thank first and foremost everyone who showed up. It is actually hard to choose a Zoom these days when you can be in real life and you chose to be here with us. I want to thank you. I also want to thank everyone for being so engaged in the chat and we will do all we can to continue that engagement. I want to thank our three incredible panelists, Edward, Brad, Matt, you're phenomenal leaders. You're paving the way. Thanks for sharing your wisdom. And if anyone wants to see us on the NASDAQ at the closing bell, you can find that on LinkedIn.

Edward Norton: Hey, Jocelyn. Can I just throw out before we close it, I see so many people asking questions and asking if they can follow up. At least from our end, you'll see in there Robert and Gary and a number of other folks from Zeck. We'll make sure we comb through this at the end and find way to... Instead of just direct... We'll move through everybody's requests to follow up and stuff as a team and back at you guys.

Matt Blumberg: Absolutely. Robert and I will take the lead on that and we'll pull in Brad and you Edward to answer some of the questions as well.

Edward Norton: Great. Yeah.

Matt Blumberg: And figure out how to publish that.

Jocelyn Mangan: Great. I see a blog post coming from this too. Lots of great tips. Go try them. Go try everything. Have a fun board meeting. Thanks everyone.

Matt Blumberg: Thanks everyone.

Edward Norton: Thanks.


A strong board of directors is a CEO’s second team and an impactful tool for company success. Weak or ineffective boards, however, can hold you back. How do you ensure your board is strong and well calibrated—and make the most of it?  

It’s time to reimagine the board meeting. 

Jocelyn Mangan, founder and CEO of Him for Her, moderates a conversation with panelists Brad Feld, co-founder of Foundry and early-stage investor, Matt Blumberg, CEO of Bolster and multi-time entrepreneur, and Edward Norton, co-founder of Zeck and award-winning actor. They discuss best practices for boards, the most common characteristics of meaningful meeting preparation, and the importance of independent directors and board diversity.