Board Feedback

Something I am a huge fan of is Board Feedback. I’ve written about this a lot here at AVC and I am writing about it again today. Because it is important and not done regularly in my experience.

A founder/CEO and their team spend a lot of time preparing for a meeting, and then they give the meeting their all, and often the Board leaves and nothing is really said about it.

That sucks. For everyone, but most of all for the CEO.

Here is what I try to do and mostly do. I sometimes mess this up but not often.

After the meeting ends, at least one director, ideally the Chairman if there is one who is not the CEO, or the lead director, or the director who is there in person, should lead an executive session without the CEO and get feedback from all of the directors and observers and then they should sit down with the CEO and provide that feedback in an honest and open way.

The sooner you do this the better. No CEO should ever be wondering how the Board Meeting went, what people are thinking, and how they are doing.

And yet that is often the case. That is malpractice. It is wrong. It should not happen.

#entrepreneurship#management#VC & Technology

Comments (Archived):

  1. Nir Z. Pengas

    Why conduct the initial meeting without the CEO?

    1. fredwilson

      it’s an executive session at the end of the meeting. directors will often be more honest and candid without the CEO present. then the lead director can take all of that feedback and deliver it appropriately

      1. mikestiller

        Fred – Do you think this is unique to startup Boards or could be applied to public company Boards as well?

        1. fredwilson

          public companies are way better at this because the directors are often professional directors who are very experienced in these things

          1. JamesHRH

            Quite often, in my experience, technical founders are not good at meetings generally. If they are good at them, its usually from there project experience.Every sit down (versus walk around) meeting should have a pre-meeting and who ever is in charge should lead it.Before @jlm breaks out the everything you need to know about meetings’ seminar ;-), here’s the short strokes (IMO):- meetings are performance art, except for brain storming ones.- therefore, you should have the flow of the meeting understood and you should manage it (outcomes are not always understood, but many are). – there are only 3 types of meetings: idea generation, information looping ( up / down / lateral distribution or feedback) and decision making.

          2. JLM

            Jimmy, @JLM:disqus is too busy today to put up with your nonsense.I think you have broken at least 2.5 of Fred’s AVC Rules for the Commentariat as well as offending me personally and professionally.I will, however, share a picture of my newest startup. My first grandchild, Tempe Elizabeth, same name as her grandmother and great grandmother.She is perfect just like her mother.Be good.JLMwww.themusingsofthebigredca… https://uploads.disquscdn.chttps://uploads.disquscdn.c

          3. sigmaalgebra

            Yup, results count, and perfect results count the most!!!!!

          4. JamesHRH

            Hard to believe something that sweet is blood related to you.;-)Its a little dull in these parts. Freddy is providing lots of good value, but its all steak and no sauce.Hopefully, the Knicks go crazy at the trade deadline or Dolan’s divorce ends up with his wife getting the Knicks or Freddy gets out of Utah ( too much skiing ) to Venice and his outside the box / trouble making neurons start firing.

          5. JLM

            .The first miracle was that baby’s grandmother marrying me.The second miracle was her mother, My Perfect Daughter (she used to put her name on my phones when she could). Her husband is a great guy who runs a family business in Savannah.The third miracle is Tempe Elizabeth, who is My Perfect Grand Daughter. She looks just like her mother.I am blessed with miracles.JLMwww.themusingsofthebigredca…

          6. JamesHRH


          7. karen_e

            So happy for you! Good things happening to the Commentariat.

          8. sigmaalgebra

            You are looking right at it and still totally fail to “get it”!!!!Hard to believe something that sweet is blood related to you.Okay, I’m going to do you a big favor and give you the remedial tutorial, you should have gotten before age 10, so shut up, sit down, and listen up:Okay, suppose, you are not, but suppose, and here is where you missed it, you were correct, suppose that somehow JLM or the grandfather were like you suppose, i.e., inappropriate for such a sweet baby.And for the answer, may I have the envelope please [drum roll]: And here it is: A few minutes with her and her mom and he, even a block of stone, WILL be fully appropriate for her!!!!! That’s the way she’s designed. She’s built that way. It’s NOT an accident. It’s NOT trivial. One frown, don’t even think about it, a tear, from her and father and both grandfathers will instantly transformer like turn into super action heroes hydrogen fusion powered protective care takers that make Captain America, Superman, Batman, etc. look like baby field mice. You don’t get it: SHE’S the one in control!!!!It’s worked great in ice ages, deserts, floods, famines, epidemics, blizzards, wars, depressions, and worse with essentially no change for at least 40,000 years. With that sweet presentation and that track record, it sure as heck will work under the circumstances now.You will need a copy of my Girls 101 for Dummies — Boys.Are you learning yet??You can stand up again now. Don’t feel like the Lone Ranger — I didn’t get it by age 10 either. Actually, nearly no men get it by age 10, 20, 30, …. All this is related to why current US and Western Civilization are sick and going extinct — too few people get it.Once taught, it’s not, Not, NOT a difficult lesson to learn, understand, remember, and apply. So, Western Civilization needs to start getting the lesson across the generations while there still are generations. And that’s the main reason the lesson is being missed — there are not nearly enough babies to provide enough examples for their brothers, cousins, uncles, etc.

          9. JamesHRH


          10. Donna Brewington White

            Sometimes that is all one can do.

          11. Lawrence Brass

            I was expecting this disclosure for quite a few days.Congratulations to the perfect grandfather and family. :)Life changing event.

          12. JLM

            .Thank you. I am finally able to breathe.JLMwww.themusingsofthebigredca…

          13. sigmaalgebra

            Gee, already at that age and even with her eyes closed she has a meaningful facial expression! With her eyes open, she will be a grand master of astoundingly effective non-verbal communications and elicit overwhelmingly powerful protective care taking from her father and grandfather(s). Astounding. And her verbal and non-verbal communications will develop explosively until by age 5, maybe even 4 or 3, she will easily be a “little lady”, say, as a flower girl at a wedding. Amazing. A 500 GB 3.0 Gbps SATA disk drive for $28 is amazing but just a lump of nutten compared with her!!!!! JLM has his values, vision, and attention all in the right place!!!!! Nearly no teenage boys understand even 1% of this stuff. I need to get on with the work and to my long planned Girls 101 for Dummies — Boys. Not really a joke.

          14. Chimpwithcans

            Hey Congrats! I just had my second…IMO they offer a glimpse of the infinite. Enjoy.

          15. JLM

            .Brilliant observation. Well played.I look at that baby and I vow to make a better world for her.JLMwww.themusingsofthebigredca…

          16. Donna Brewington White

            Congrats to you, too!I heard a saying once about seeing eternity in a baby’s eyes.

          17. Chimpwithcans

            Asante sana 🙂

          18. Twain Twain

            Congratulations! Fab name for a gorgeous girl.

          19. Jeremy Robinson

            Mazel Tov JLM!! Greetings from a beautiful star-lit night at a safari camp in South Africa. You’re in for years of wonder. We have three grandkids, hoping for a fourth in a few years, but still incredibly grateful for those we have. It keeps getting better and better.

  2. Hal

    A number of reasons make this IMHO the most important action a BOARD COLLECTIVELY, as opposed to individual director advice and counsel can provide to the CEO . Primarily because the CEO needs a collective view, which can not be given unless they meet without him or her. Also some issues to be conveyed may be quite sensitive, such as interpersonal performance of a direct report, or the CEO him or herself. Or a strategic option that one board member might have thought they alone were concerned about, but in the executive session they find others shared it and that needed to be conveyed. sometimes very little is contained in an individual session, but the practice of doing it every time allows for a major issue to be dealt with in the executive session without making it appear as something special, saving time, money and angst.

    1. fredwilson


  3. Richard

    Duty of Loyalty , Duty of Care. The issue is what happens when a V.C. is loyal to their LPs over the shareholders

  4. Jason T

    Agree 100%. And would love to see that feedback channel work both ways. There’s no formal way for key executives to give feedback to board members. And while many board members do a great job, everyone could use feedback around effectiveness, efficiency, helpfulness, and being generally constructive.

    1. fredwilson

      the best boards i am on have formal board review processes which the CEO (and sometimes the senior team) participate inall public boards have that by law

  5. LE

    A founder/CEO and their team spend a lot of time preparing for a meetingI am wondering if there is a process in place to vet what management says and represents during a meeting. Also if materials are provided prior to a meeting or if they are unleashed at a meeting when it would be quite difficult to challenge the information.

  6. jason wright

    too many indians?what’s your ideal board size?

    1. fredwilson

      five for a small company, seven for a big one

  7. cavepainting

    Great post.Meeting without the CEO also gives the board an opportunity to understand and discuss their own internal disagreements on where the company is and its direction.Conflicts among board members on key decisions can be fatal if not brought out into the open and discussed. When investors come in at different stages with varying expectations on the opportunity and likely outcomes, there can be divergent thoughts on CEO performance, growth spending vs. striving for EBITDA, seeking a sale vs. raising more financing, etc.It is the job of the chairman to create an environment where the different members representing different groups of shareholders can be honest about what “success” means to them.As Vinod Khosla often says, most boards add negative vs. positive value. If they want to really help, they need to make a real effort to understand more, seek to get to the truth of the market opportunity, and engage in open conversations to frame and resolve conflicts. Especially for the portfolio companies that are struggling and need help.

  8. Francesco Barbera

    Great post. Would love to hear any thoughts or experience you have around including Board observers in this feedback process(for example, observers representing investors)? Maybe not as part of executive session but through some other mechanism?

    1. Hal

      yes, if directors agree. And i do.

  9. JLM

    .The communication with the CEO post-board meeting is a small part of the CEO-Board relationship which should be founded on a written Employment Agreement and a written performance appraisal system which is agreed to between the Board and the CEO.One might suggest to delay the “day of” feedback until the next day.The CEO is exhausted and all the intraverts (as that term is used in psychology, not colloquially) need a day to process the info.A really good Chairman — a person with a bit of gray hair and, maybe, a former CEO herself — will ask the CEO how she thought the meeting went first before providing feedback.Then, it should be a discussion, a calm discussion. The CEO should be given an opportunity to provide her own feedback. It is not a one way street.A good board day has committee meetings, the board meeting, the independent directors meeting, and a feedback loop both ways.A good board practice is an Annual Anonymous Board Survey which can really smoke out some underlying issues. If anyone wants an exemplar, ping me.In 33 years of CEOing public and private companies and 40+ years of serving on boards, I continue to be amazed how long it takes youngish board members to figure the whole board thing out. This is where a savvy, experienced Chairman of the Board can really work wonders.Last thought — there are a lot of companies opting for Delaware Corporations. Delaware has an excellent body of law which touches on this subject and it should be read and followed.JLMwww.themusingsofthebigredca…

    1. sigmaalgebra

      DAMN, that’s DARNED good. Got rid of the ambiguous, dangerous fluff. Made it solid. Maximized light and minimized heat. Kept it rational, productive, effective and filtered out a lot of gossip, politics, cliques, egos. Darned super important — actually help the company in a situation where it could easily be destroyed, for no good reason extracting miserable defeat from the jaws of magnificent victory, as emotions from ego driven people commonly do. For the description, nailed it down on all four corners and down each of the four sides. A keeper. Read. Kept. Abstracted. Indexed. Thx. Progress.

  10. sigmaalgebra

    Yup.Same lack of two way communications happens in a lot of situations, everything from boyfriend/girlfriend, marriage, parenting, school, job interviews, jobs, job performance appraisals, buyer/seller, …, CEO/BoD.Yup:No CEO should ever be wondering how the Board Meeting went, what people are thinking, and how they are doing.Yup, a romantic couple may guess that it’d be a lot of fun, disclosure, it IS, for them to take their first shower together, uh, just to save on the water you understand. Yup, it’s a lot of intimacy. But “what … are thinking and how … are doing” can easily be much more intimate. No, I’m not suggesting that BoD meetings should be group shower activities!One reason for lack of communications can be the “Thumper Rule”: “If you can’t say something nice, then don’t say anything at all.”.A special case would be, if you don’t say anything, then necessarily you won’t say anything wrong.Another reason can be the old advice to would be managers about their subordinates: “Keep them guessing and don’t ever let them see you smile.”.Another reason can be from an old, very conservative approach, appropriate for small, tightly knit communities, to presentation of self (E. Goffman) — “Don’t tell them ANYTHING.”.Another reason can be the rule from My Fair Lady,Henry, I suggest you stick to two subjects: the weather and your health.Another reason can be the passive-aggressive position of just silent, uncommunicative, non-cooperation.Another reason can be a person’s generally applied technique of a rubber stamp response to nearly anything of “super, terrific, fantastic.”. Some advice is that getting such sugar feels good even when it is clearly exaggeration.E. Fromm lists four attributes of a good romantic relationship:(1) Each giving knowledge of themselves, e.g., what they are thinking, feeling, yes, about the other person and the relationship but also about everything important in the rest of their life. This can be more intimate than taking a shower together! The prettiest human female I ever saw in person or otherwise, 12, when I was 14, on the first or second time I was talking with her, after telling me a little about her father, said “My sister and I have different fathers.”. Yup, that was a good sign: With that start, if I’d known more, I’d have kept going with her and married her. Net, that matter of giving knowledge can be strong stuff. Indeed, a standard activity for a person A in meeting someone intending a romantic relationship is for person A to say a lot about themselves. There is a classic case of this in the Wagner opera Lohengrin when Grail Knight Lohengrin is meeting beautiful ElsaIn a far-off land, inaccessible to your steps, There is a castle by the name of Montsalvat. A light-filled temple stands within it, More beautiful than anything on earth. with the first line “In fernem Land, unnahbar euren Schritten” as at…(2) Caring, care about each other.(3) Respect each other.(4) Respond to each other.So, some of such things might be good also for a CEO and their BoD!!!

  11. creative group

    CONTRIBUTORS:Déjà vu?Hasn’t Fred addressed this in a blog post subject last year?Captain Obvious!#UNEQUIVOCALLYUNAPOLOGETICALLYINDEPENDENTPS: Fred is getting too much rest.This is how Fred & Joanne are feeling:

    1. sigmaalgebra

      WHAT a HORRIBLE match!!!! He was a twit! She was TERRIFIC, one of the best ever in Hollywood.Yup, IIRC as she once remarked, in dancing, she “did everything he did and did it backwards and in high heels”.In this clip, if look at her face and eyes, she can’t stand the twit!!!!

  12. pointsnfigures

    Yup. Did I make this mistake? Yes. Answer. No excuse sir. Period, the end. Do this even though there is usually a consistent conversation of some sort between founders and active board investors at seed. By consistent conversation I mean, email or in person, or on the phone or text-and not every single day but consistent. The feedback changes as the board grows and company grows. Often, we find it’s us and two founders or very very small boards. But, executive session is a great thing to do and in no way is sinister.

  13. Frank W. Miller

    Why can’t you just say these things directly to the CEO in the meeting?

  14. jason wright

    Feedback? I’ll give you some feedback;…”Given the political nature of this post, I have closed the comments.”- the production values need some polishing.’Internet We’.

    1. RichardF

      Ugh…wtf….Not sure how long I’ve frequented this place but I’ve never seen this before. Sign of the times I guess

      1. jason wright

        yes, it’s a sign, that the times they are a changing.- all good things come to an end. it’s the immutable law of the universe.’Internet We’.

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