Over the years I’ve noticed how different CEOs take different degrees of ownership and accountability when it comes to the board of directors. For example, once, after a long debate where the board unanimously approved a budget contingent on reducing proposed R&D spending from $12M to $10M, I overhead the founder/CEO telling the head of R&D to “spend $12M anyway” literally as we walked out of the meeting [1]. That would be one extreme.
On the other, I’ve seen too-many CEOs treat the board as their boss, seemingly unwilling to truly lead the company, or perhaps hoping to earn a get out of jail free card if good execution of a chosen plan nevertheless fails.This all relates to a core Kellblog theme of ownership — who owns what — that I’ve explored in some of my most popular posts:
- What It Really Means to be a Manager, Director, or VP, which touches on the real differences between people operating at different levels.
- Whose Team is it Anyway? The 90-Day Rule, which argues that new managers need to be decisive about who stays on the teams they inherit.
Let’s now apply the same kind of thinking to the job of the CEO. Startup CEOs generally fall into one of two categories and the category is likely to predict how they will approach the ownership issue.
Founder CEOs: It’s My Company
Founders think it’s their company, well, because it is. Whether they currently own more than 80% or less than 5% of the stock, whether they currently even work there anymore or not, it’s their company and always will be. CEOs will come and go along a startup’s journey, but there is only one founder [2]. The founder started the company and made a big cultural imprint on it. Nothing can take that away.However, as soon as a founder/CEO raises venture capital (VC) they have decided to take investing partners along on the journey. The best VC investors view their relationship with the founder as a partnership: it’s the founder’s company, we are investing to partner with the founder, and our primary job is to advise and support the founder so as to help maximize the outcome.However, VC investors are material shareholders, typically negotiate the contractual right to sit on the board of directors, and have certain governance and fiduciary duties as a part of sitting on the board. (Those fiduciary duties, by the way, get complicated fast as VC board members also have fiduciary duties to their funds as well [3].)Most of the time, in my experience, VCs run in advice/support mode, but if a company starts to have continual performance problems, is considering a new financing, or evaluating potential exit opportunities (e.g., M&A), founders can get a quick (and sometimes stark) reminder of the “second hat” that their VCs wear.While it’s always spiritually the founder’s company, it’s only really and totally the founder’s company if they’ve never raised money [4]. Thankfully, most founder/CEOs don’t need to be reminded of that. However, some do [5].
Hired CEOs: It’s the Board’s Company vs. It’s My Company to Run
You become a hired CEO primarily through one path — climbing the corporate ladder at a large tech company [5a], reaching the GM or CXO level, and then deciding to branch out. While virtually all hired CEOs have been large-tech CXOs or GMs, not all large-tech CXOs or GMs are wired to be successful as CEOs in the more frenetic world of startups.Regardless of whether they should take the plunge, the problem that CEOs sometimes face is fighting against decades of training in climbing the corporate ladder. Ladder-climbing wires you with three key priorities [6]:
- Always make the boss look good
- Never surprise the boss
- Build strong relationships with influential peers
The problem? When you’re CEO of a startup there is no boss and there are no peers. Yes, there is a board of directors but the board/CEO relationship is not the same as the manager/employee relationship with which corporate execs are so familiar.Yes, boards provide strategic and financial input, support, guidance, help with recruiting, and occasionally help with sales, but boards don’t run companies. CEOs do. And to repeat one of my favorite CEO quotes from Sequoia founder Don Valentine: “I am 100% behind my CEOs up until the day I fire them” [7].
The challenge for hired CEOs is for them to understand: it’s not my company in the sense that I founded it, but it is my company to run. It’s not the board’s company to run and the board is not my manager. The board is my board, and it’s not at all the same relationship as manager/employee.Because this is somewhat conceptual, let’s provide an example to make this concrete.
Based on what is happening in the market and our models we think it’s best to shoot for growth of X% and EBITDA margin of Y%How much do you want us to grow next year and at what EBITDA margin?We believe we need to focus on a vertical and we think Pharma is the best choice.We were thinking that maybe we could focus more on a vertical, what do you folks think?We think we should hold off doing channels until we’ve debugged the sales model.You told us to do channels so we signed up 17 partners but no one is actually selling anything. Maybe it wasn’t a great idea.Pattern: we think we should do X and here’s why. Please challenge it.Pattern: we are here to do what you want, so what do you want us to do?
CEOs need to remember that:
- The management team spends 50-60 hours/week working at the company. The board might spend that same amount of time in a year [8]. The team is much, much closer to the business and in the best position to evaluate options.
- Even if they don’t always sound that way, the board wants the CEO to lead. The scariest thing a new CEO can say is “it looks like you guys had a bad quarter” [9]. The second scariest thing is “looks like we had a bad quarter, what do you want us to do about it?” Instead, they want to hear, “we had a bad quarter and here’s our plan to get things back on track. Please give us frank feedback on that plan because we want the best plan possible and we want it to work [10].”
- The CEO’s job is not to execute the board’s plan. The CEO’s job is to work with the team to create the plan, get board approval of it, and then execute. If the plan doesn’t work, the CEO doesn’t get to say “but you approved it, so you can’t fire me.” The job was to both make and execute the plan.
Finally, there are certain risk factors that can increase the chance a hired CEO will adopt the wrong type of thinking:
- PE-backed firms. In most venture-backed firms, a hired CEO will find a board consisting of several different venture capital partners, each with their own opinion. Even though most venture boards do end up with an Alpha member [11], it’s still hard for the CEO to get confused and think of the Alpha member as the boss. In a PE-backed firm, however, the board may consist of a single investing partner from the one firm who owns the company, perhaps accompanied by a few more junior staff. In this case, it’s fairly easy for the CEO to revert to CXO-mode and treat that board member as “the boss” as opposed to “the board.” While PE firms are more active managers who often come with playbooks and best practices consultants, they still want the CEO to be the CEO and not the EVP of Company.
- First-time CEOs. Veteran CEOs have more time to learn and understand the board/CEO relationship. First-timers, fresh from climbing the corporate ladder, sometimes have trouble with the adjustment.
If you’re in either of the above categories or both, it’s important to ask yourself, and most probably your board, about what kind of relationship is desired. Most of the time, in my estimation, they hired a CEO because they wanted a CEO and the more leadership you take, the more you think “my company” and not “board’s company,” the better off everyone will be.Finally, you may also want to read this post about the board/CEO relationship which includes another of my favorite passages, on what I call the Direction Paradox.
The Direction Paradox While discussions, challenges, advice, and questioning are always good, when boards give operational direction (i.e., “you should do X”) they risk creating a paradox for the CEO. It’s easy when the CEO agrees with the direction and in that case the direction could have been offered as advice and still would have been heeded.It gets hard when the CEO disagrees with the direction:Case 1: If the CEO follows the direction (and is correct that it was wrong), he or she will be fired for poor results.Case 2: If the CEO fails to follow the direction, his or her political capital account will be instantly debited (regardless of whether eventually proven right) and he or she will eventually be fired for non-alignment as the process repeats itself over time.In case 1, the CEO will be surprised at his termination hearing. “But, but, but … I did what you told me to do!” “But no,” the board will reply. “You are the CEO. Your job is to deliver results and do what you think is right.” And they’ll be correct in saying that.Once caught in the paradox, weak CEOs die confused on the first hill and strong ones die frustrated on the second.
See the post for advice on how to prevent the Direction Paradox from starting.
This article originally appeared on Kellblog.
Dave Kellogg is a technology executive, investor, adviser, and blogger. From 2012 to 2018, Dave was CEO of cloud enterprise performance management vendor Host Analytics, where they quintupled ARR while halving customer acquisition costs in a highly competitive market, ultimately selling the company in a private equity transaction. He was SVP/GM of Service Cloud at Salesforce and CEO at NoSQL database provider MarkLogic, and CMO at Business Objects for nearly a decade. Dave started his career in technical and product marketing positions at Ingres and Versant.
This Blog is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License.
Notes
[1] And clearly within earshot of the directors
[2] To simplify the writing, I’ll say “one founder” meaning “one founder or equivalent” (i.e., a set of co-founders). To the extent that this post is really about the CEO role, then it does flip back to one person, again — i.e., that co-founder (if any) who decided to take the CEO role. This post isn’t about non-CEO co-founders, but instead about [co-]founder CEOs.
[3] See this 27-page classic (PDF) by Wilson Soncini, The Venture Capital Board Member’s Survival Guide: Handling Conflicts While Wearing Two Hats. It’s a must-read if you want to understand these issues.
[4] Increasingly, experienced founders (and/or those sitting on a hot enough hand) are able to raise venture capital and maintain near-total control. Mechanisms include: a separate class of founder stock with 10x+ voting rights; control of a majority of the board seats; or protective provisions on the founder stock, such as the right to block a financing or sale of the company. Even in such cases, however, a high-control founder still has fiduciary duties to the other shareholders.
[5] I believe incubators (and the like), by removing a lot of hard work and risk in starting a company, can inadvertently produce what I call “faux founders” who — when it comes to the business side of the company — act more like first-time hired CEOs than typical founders. Don’t get me wrong, plenty of fine founder/CEOs come out of incubators, but I nevertheless believe that incubators increase the odds of creating a founder/CEO who can feel more like a CTO or CPO than a CEO. That’s not to say the company won’t be successful either with that original founder or a replacement; it is to say, in my experience, that incubator founders can be different from their non-incubated counterparts.
[5a] And even better, helping to make it large while so doing.
[6] Like it or not, it’s not a bad three-part formula for climbing the corporate ladder. And the “don’t surprise” rule still applies to boards as it does to managers.
[7] Note that any idea that the CEO might quit doesn’t seem to exist in his (or most VC’s) mind. That’s because it’s incomprehensible because it’s a career mistake that may well make the person unemployable as CEO in a future VC-backed startup. Who, after all, wants to hire the Captain of the Costa Concordia? See this post, Startups CEOs and the Three Doors, for more.
[8] 6 board meetings at 4 hours = 24 hours, one hour prep per board meeting = 6 hours, 2 hours x 4 committee meetings = 8 hours, 2 hours/month on keeping up with news, updates, monthly reports = 24 hours. Total of 62 hours/year for a committee member, less if not. Time can vary widely and may be much higher if the board member is providing ad hoc support and/or ad hoc projects.[9] Oh no! The new CEO doesn’t even yet consider himself one of us!
[10] Because it’s not about ego or authorship, it’s about the best results.
[11] Often, but not always, the person who led the Series A investment.
