a16z Podcast - a16z Podcast: How To Get The Most From Your Board

Episode Date: July 19, 2019

In this final of a 3-part series (which originally aired as YouTube videos) on working with venture investors, a16z Managing Partner Scott Kupor shares best practices for working with your board as it grows from just you, your co-founders and first investor all the way through the time when you are recruiting independent board members in preparation for going public. Want to learn more? Read Scott's book "Secrets of Sand Hill Road: Venture Capital and How to Get It" (https://a16z.com/book/secrets-of-sand-hill-road/). The views expressed here are those of the individual AH Capital Management, L.L.C. (“a16z”) personnel quoted and are not the views of a16z or its affiliates. Certain information contained in here has been obtained from third-party sources, including from portfolio companies of funds managed by a16z. While taken from sources believed to be reliable, a16z has not independently verified such information and makes no representations about the enduring accuracy of the information or its appropriateness for a given situation. This content is provided for informational purposes only, and should not be relied upon as legal, business, investment, or tax advice. You should consult your own advisers as to those matters. References to any securities or digital assets are for illustrative purposes only, and do not constitute an investment recommendation or offer to provide investment advisory services. Furthermore, this content is not directed at nor intended for use by any investors or prospective investors, and may not under any circumstances be relied upon when making a decision to invest in any fund managed by a16z. (An offering to invest in an a16z fund will be made only by the private placement memorandum, subscription agreement, and other relevant documentation of any such fund and should be read in their entirety.) Any investments or portfolio companies mentioned, referred to, or described are not representative of all investments in vehicles managed by a16z, and there can be no assurance that the investments will be profitable or that other investments made in the future will have similar characteristics or results. A list of investments made by funds managed by Andreessen Horowitz (excluding investments and certain publicly traded cryptocurrencies/ digital assets for which the issuer has not provided permission for a16z to disclose publicly) is available at https://a16z.com/investments/. Charts and graphs provided within are for informational purposes solely and should not be relied upon when making any investment decision. Past performance is not indicative of future results. The content speaks only as of the date indicated. Any projections, estimates, forecasts, targets, prospects, and/or opinions expressed in these materials are subject to change without notice and may differ or be contrary to opinions expressed by others. Please see https://a16z.com/disclosures for additional important information.

The content here is for informational purposes only, should not be taken as legal business, tax, or investment advice, or be used to evaluate any investment or security, and is not directed at any investors or potential investors in any A16Z fund. For more details, please see A16Z.com slash disclosures. I'm Frank Chen. Today I'm here with Scott Cooper, and we are now in part three of three of our demystifying Silicon Valley. This part is all about living, with your investor. As Scott will point out, the average length of time that you will work with a venture investor,

eight, 10, 12 years is longer than the average marriage, terrifying statistic. And so you wanna make sure that you understand how to work and pick with an investor that you can live with over a long period of time. And so we're gonna talk about ways that you can think about getting the most out of your venture investor and board member

and how to handle situations from the bad situations where you're, you have to wind down the company, to the awesome situations where we hope you find yourself, which is you're doing an IPO for your company. So let's dig right into it. Let's talk a little bit about fundamentally what do I want from my investor? And usually they'll live basically as my board member. Yeah, right?

Like what are the big things I'm working for? Yeah, so look, I think, you know, certainly you want a board member and all the things that a board member entails, which is hopefully they are a good coach, a good mentor, a good sounding board for you. Hopefully they're good stewards of corporate governance and help you kind of think through important strategic decisions for the company. But then I think more importantly, you know, and this extends beyond often just the general partner who's sitting on your board, you want some, you know, you want some value from them that allows you to help you

accelerate the growth of the business. I mean, ultimately, you know, you and the venture capitalists are along for the same ride, which is you're both trying to achieve an outcome that yields a very important, longstanding, hopefully independent, and publicly traded company. And so, you know, whatever the venture capitalist can do to help you with that, whether it's making customer introductions or helping you understand, you know, how and when to add a CFO or a head of sales or, you know, how best to kind of navigate, you know, the PR and marketing world and who are the right press relationships to have. All those things are, I think, fair game where, you know, kind of good VCs find ways in which they can be valuable to entrepreneurs in that regard. Yeah. So one of the jobs of the board is that they can fire me as the CEO.

Yes. Okay. So now I've got this weird incentive, which is on the one hand, I want that partnership. I want to get great advice. And on the other hand, like, if I share too much or, like, I'm too open about my vulnerabilities or my shortcomings, like, I could get fired. And so how should I think about transparency, trust? Exactly, right.

It's a little bit like the relationship, you know, probably your youngest has with you as a parent, right, which is, okay, I want to be truthful. I want to tell them when I've wrong, but I know there's consequences for doing that, right? So that's exactly right. Yeah, look, I think, so you're absolutely right, which is, look, the fundamental power of the board does, of course, is to be able to hire the CEO. Now, we talked about this in a different session. It's also changing these days, which is often the boards are not controlled by the venture

capitalists, but controlled by the CEO and, you know, kind of other common shareholders, in which case the board really can't, you know, the venture capitalists can't unilaterally do anything. They would have to actually really generate consensus with a much broader set of folks. So I think some of those risks of kind of, you know, a VC being, you know, kind of random or, you know, not thinking through these things and, you know, and doing that is much, that risk as much lessen today. Technically, they can't outvote me.

That's exactly right, right. They would have to kind of co-opt other members of your kind of constituents to do so. But that notwithstanding, I think even in the scenario where that's not the case, I think you're right. I think what it means is, look, you have to, you still have to build a relationship, though, where you know, you are willing to share enough information to, you know, to kind of, you know, get their advice and get their help. Yeah, in some cases, maybe that means you're vulnerable.

But I think in most cases, I think most VCs would say, hey, look, if there's If you can tell us stuff and we can help you fix it and help you address it, then, you know, there's no reason, it doesn't necessarily mean that every time you do something wrong, you know, you get punished and you basically find yourself out of a job. So I think most people are pretty rational about this, but you're right. There is this kind of strange dichotomy of, you know, having somebody who's also your boss, essentially, be your concierge as well. And then sort of as I build the company, I'm going to basically grow the board from, you know, people who invest in money, right? So I have a Series A investor who takes a board seat, then the B investor takes a board seat. So now I've got like a whole cat hurting exercise to go through. And there are situations in which the economic interest of my investors, A's and B's and C's, can diverge.

Absolutely. Like I might get into a situation where somebody's heading into a fundraise. They need a liquidity event. Yeah, yeah, yeah, yeah. They need to put up some dollars and so like now they're pressuring me to sell the company. Yeah, yeah, yeah. Whereas the A and B investors might be like, no, no, no, we're like, let's go for a bigger outcome. Yeah, so how do I manage these situations? Those are tough situations in management

I think, again, as a CEO, it's really important for you to kind of understand exactly what those incentives are. And, you know, you mentioned it, hey, maybe I, maybe I as the VC need to go fundraise a new fund, and so I need to show my LPs that I'm smart and I'm making some money. And we get an acquisition offer for your company. And for me, it's a good outcome, but maybe it's not a good outcome for you and others. Now, the good news is, you know, as a board member, you know, you are a fiduciary to those shareholders. And so, you know, you do have legal constraints on your ability to be completely self-serving, but, you know, still even within that, you have to think about it. And so this is, you know, oftentimes you'll

see, you may have heard of this term called a waterfall analysis, which is oftentimes, it's a mechanism by which often the lawyers will do it for you for the company. They'll say, hey, look, if you sell the company at this price, here's what the A people will get, here's what the B people get, here's what you and your employees get. And it's good in those situations to look at that because that will help you understand if you do have this kind of divergence of interests among folks. Again, I think, as with all things,

look, the best thing you can do is hopefully you've stacked your board with good people who are rational and who respect things like fiduciary duties and you can have a meaningful conversation around that. Yeah. In theory, the board is supposed to be exercising duty of care. In theory, they're not supposed to put their own interests

ahead of all of the... But there are situations where you will get this sort of self-serving behavior? Yeah, where you kind of find this weird situation and is oftentimes when company, we talked about liquidation preference in one of our prior sessions, where a company is getting sold

for at or around the liquidation preference, this is where you tend to kind of get these issues that come up, right? Because the VCs are, you know, if they've got $30 million of liquidation preference, they're probably indifferent between a $30 million sale and a $35 million sale and a $40 million sale

because, you know, I'm just making up these numbers, But let's assume in those cases, they're still going to get the same amount of their liquidation preference because the price isn't high enough to actually cause them to convert and take their normal equity ownership. And so you do get these weird scenarios. Now, again, as I said, the good news is most of the time, you know, people still act rationally. There are a couple cases, though, that we've seen where the courts have kind of said, hey, we don't like the behavior we're seeing from D.C. is because you kind of didn't take care of the common shareholders, which is really your main job here. And so, you know, I don't want to put everybody to sleep on this webcast here, but, you know, there's a whole chapter on this of the book, which kind of helps you understand how we got there. And then importantly, what are the kinds of things that you can do to make sure that you don't run afoul of those problems? So the take-home message for me as the startup CEO is like, I need to understand all of the incentives.

That's right. And the timeframes of the people who are on my board. That's exactly right. So I can try to understand why are you saying what you're saying. That's exactly right. Yeah. And look, it goes, again, you know, it goes back to, you know, where we started the conversation. Our first session, the more we started talking, was, you know, incentives drive behavior for better or worse, right?

You know, we, again, you and I spent time in the enterprise world where, look, if you want to change the way you sell your product, the best thing to do is change the quota structure for your sales reps, right? And that's not, you know, a denigrating statement. It's just the way that, look, incentives may matter and people respond to incentives. And just like that, you know, venture capitalists are people, too. And so they respond to the incentive structure they have. And the more you understand that, the more I think you can finally cut through. and actually have a rational dialogue. Great. Now I want to do some sort of play acting with you on three scenarios. So scenario one is things aren't going well.

We're going to have to do something tough like raise a down round or a bridge. And then a scenario where, hey, yay, we're getting acquired and we're going to clear the liquidation preferences. It's going to be happy. And then the super happy scenario where we're going public. So advice for each one of those.

All right. Tough times. It's not going the way I expect I have to raise a bridge. Maybe I have to raise a down round. How should I think about this? Yeah, so this is hard. I talk about this in the book a lot,

but I'd say the most important thing I think to think about there is, and this is where I do think having a good relationship with your VC is critically important, is having a real open, honest discussion, right? So sometimes, unfortunately, despite your best efforts and, you know, despite our best efforts, hopefully to be supportive of you, maybe the market's just not there or the product's not taking, you know, for whatever reason, you know, look, you gave it 110% and it's just not there. And, you know, it's interestingly, it's interesting when I've had those

conversations with entrepreneurs, I was kind of, I was, you know, dreading going into that conversation because I was worried that, you know, it was going to be a contentious discussion. And more times than not, they actually come out and they say, you know what, I'm kind of relieved because I was thinking the same thing you were, which is I was doing this because I thought my job to you as the VC was to just run through walls no matter what. And honestly, I don't know that spending another three, four years doing this is likely to yield a better outcome. It doesn't always happen that way, but more often than not, I'd say that happens.

And so I think in those cases, look, it's perfectly respectable to say, hey, look, we all gave it our best and it didn't work. And the right thing to do is let's wind it down in a reasonable fashion so that we can hopefully, you know, take care of our employees and take care of our vendors and do all the things we can. And if you still feel like, you know, the alternative is true, which is, hey, yes, maybe we got the product wrong or maybe the markets develop more slowly. But you know what? Like, I'm committed as an entrepreneur and I really believe this market is still here and this is a viable business. Then, you know, kind of, I talk about this in the book, but things like what you call like a, a recapitalization, which is kind of almost a reset, which is we say, hey, look, we raised a bunch of money, we spent it, it didn't yield what we want, but we're all still believe in

this thing, and I want to go spend the next 10 years of my life trying to do this, then let's set the company up for success, right? And it's unpleasant. The word recap is obviously has such a negative commentation, but in that respect, it's actually a positive thing, which is we're going to figure out, okay, how do we kind of make the company attractive for potentially new investors to come back in by cleaning up some of these things like liquidation preference we've talked about resetting the price to a point that actually reflects the progress of the business. But importantly, and this is where I think entrepreneurs need to make sure they're aligned with their VCs, for you as an entrepreneur and your employees to also make sure that you get reset

as well, right? So there's no sense in any of us putting more money in the company if it turns out all of your stock options are underwater and you've got no financial incentive and then tomorrow everybody's going to walk away from the business, right? So this requires kind of give and take on both sides, which is, you know, the VCs will give up a lot of the rights that they otherwise had. But importantly, the give that the BCs need to do to make the successful is to kind of reincent the team as well and make sure that you all are, you know, shooting for the same ultimate outcome. So there's a lot of emotional freedom just sort of listening to you talk, because even if we have to wind it down, we can have the conversation and then realizing that like half your portfolio is going to go belly up anyway.

Right. Right. I don't have to feel like, oh, my God, I'm like the world's biggest failure. Right. Which is like you're kind of expecting this. I think that's right. Yeah, I mean, look, yeah, look, it's, you know, it's more, obviously, look, it's more emotional and more personal for you as the entrepreneur, of course, right?

Because you've, you know, this has been your life's, you know, dream. But you're right, so you shouldn't feel sorry for the VCs, right? And I certainly never, would never suggest that you should feel sorry for the VCs, because you're right, we expect that that kind of risk is what's inherent the business. The more important question is really, do you still believe in the market? Do you still want to pursue this? Or also, do you feel like, hey, it was a good idea, but just for a variety of reasons didn't materialize in the way we thought

and the more rational thing to do is go do something else. Got it. Great. Let's move on to scenario too. So we're getting an acquired and an attractive price. Yay, it's not quite an IPO, but it's not a wind-down. It's not a recap. So what are things that are important to think about as we're going through this process?

So maybe let's start with sort of how are we getting value? Is it cash or private stock or public stock? Yeah, so there's lots of things to think about, right? One is you're right, which is, look, what's the economic interest we're getting here? And sometimes, as you said, that can be you might be getting paid in cash. Sometimes you might get stock of the other acquirer. And so depending on the scenario, right, you may want to do some homework if you're getting

stock to understand what do I think about that stock. What do I think about the prospects of that company? Because your economic future is now going to be tied to the success of that business as well. I think the most important thing, though, to think about, obviously price is important, so I don't want to belittle that. But the next most important thing to think about is what is the go-forward business going look like, right? So are you being acquired because they really love your product and love your

vision? And now you're going to go be the general manager of some new unit in the company and have the ability to affect the vision that you had hoped you would affect as a standalone company, but now inside of a bigger, you know, better resource, better capitalized company? That's wonderful. Obviously, if you're signed up to do that and your employees are signed up for that, or are they saying, hey, you know what, we really like those engineers, but all these sales guys, all these product guys, you know, we don't need them. And so, like, we're going to, you know, incent the engineers to stick around, but quite frankly, we want you to lay off everybody else before you kind of, you know, come over. So those are, I think those are the most important

things, which is kind of, you know, what is going to happen to the employees, what is the go-forward business look like? And, you know, again, I know we all get excited and we like to talk about the price because, of course, it's a lot more fun and sexy to talk about money, but it's, I think, I think, you know, managers and CEOs make their reputations, quite frankly, in these types of situations where, you know, they are thinking first and foremost about kind of the prospects for their employees and their team members, you know, kind of you know, not secondary to the actual value of the company. Right.

So who's getting a job, who's not getting a job? That's right. What are the terms of the stock options? That's exactly right. What's the financial set up going to look like, right? Are they going to give you new stock options in the new company? Are they just going to take the ones you had and move them over? Sometimes people do what are called retention bonuses, right?

Where they say, you know what, like for the first two or three years of the deal, on each of the one-year anniversaries of the deal, if you're still here, we're going to give you maybe a cash bonus or we're going to give you a stock bonus. So all those things that kind of allow you to kind of get a better sense of what is that go-forward structure going to look like, and is that something that you as the CEO believe you can sell to your employees to say, hey, look, you know, we gave it a shot, we did well, and now here's an opportunity for you to both enjoy financial reward as well as feel like you're enjoying the reward of being in a bigger company and having access to more resources. I hear that sometimes in these cases, and also with the recamps or the down rounds, there are these things called management carve-outs. Yes. What are they? Should I be looking for one? Is that a good thing, a bad thing? Yeah, sometimes you'll see, yeah, management carbout, management buyout, MBO sometimes is what they're called. Yeah, so the basic idea is typically sometimes what happens is, and it goes back a little bit to this liquidation preference discussion we're having, is the company might be doing well, but there may be so much money invested in the company that even in a nice acquisition, a lot of that money ends up going towards people like me, the VCs, as opposed to you and the people who can actually go have to run this business now.

And so oftentimes what the VCs will do is say, hey, look, we want to incent you to kind of be motivated to try to find a buyer for this business if we all agree that that's the right outcome for the company. And so essentially the VCs will say, look, let's carve out some of the money that might have otherwise gone to the VCs or in some cases other common shareholders and make a pool that effectively becomes a bonus pool for the executives and or the people who are responsible for the acquisition. And that's a perfectly fair and a reasonable thing to do. We do it in many cases in that scenario. And then in addition, on top of that, sometimes the acquirer themselves will also put an additional incentive pool in place and say, okay, as we talked about post-the-acquisition,

maybe on the first and second and third year anniversaries or something, we will also contribute to a pool that will incent longer-term retention for people. Got it. So the management carve-out pre-the-transaction is about, look, this is the way the waterfall would have worked. That's right. But we're actually taking a portion

of it and basically get that's exactly right yeah so think of the just time periods right which is kind of you know let's reallocate some of the dollars to the existing shareholders you know and then post and post you know acquisition as we talked about it's just a incentive structure to kind of create long term it's like new options that's exactly right yeah yeah got it good well let's talk about the happy scenario we're going public yay we don't want to end on a depressing note of course exactly here we go this is what silicon valley does is create IPOs so um maybe talk a little bit about picking an investment bank and what are some of the

incentives they have and they bring to bear and are they always aligned with my existing investors or can they be yeah sort of differently. Yeah the investment banks you know you've heard of these names Goldman Sachs JP Morgan Morgan Stanley you know their main job is to kind of help you prepare for the IPO and make sure all

the documentation everything's ready and then to basically kind of shepherd you through the process by introducing you to all the relevant institutional investors who will hopefully go on to kind of you know, be the long-term shareholders for your business. And so, you know, they do that. They're professionals. They do this all the time. So, you know, you certainly generally don't go through that process without it, without an investment banker. Where the conflicts potentially come up is, you know, they've got kind of two clients, right, which is you're their client

for this transaction, but, you know, a firm like Fidelity or TRO Price or BlackRock, who is a institutional investor who buys shares all the time in lots of IPOs and also trade shares through the deaths that the firms have, they're also a client of the bank, right? And so there's this tension. You see this in the pricing for when IPOs are priced, where your incentive as the entrepreneur is I want the price to be as high as possible because that means I raise more money for less dilution, right? But I don't want to be too high where obviously the stock trades, you know, kind of poorly

the next day. And, you know, the financial investor has the opposite incentive, of course, which is I'd like to buy it as cheap as possible so that I have the maximum amount of upside in the stock. And so this is where I think sometimes, you know, sometimes fairly and sometimes unfairly, I think the bankers, you know, are accused of potentially kind of favoring the institutional investors because they are the repeat players for the business at the expense sometimes of the company. Having done this once, you know, I was a banker, you know, earlier in my career and having seen the process, you know, there's always some, you know, I think true to that, but I think more likely

these are just more art than science, quite frankly, and it's really hard to know based on the demand signals that they get exactly where to price the stock. So, you know, sometimes they get it right, sometimes they don't. I think it's probably a little bit unfair to assume that there's all kind of nefarious, you know, activity at work here. And what do I want to get out of my board in this situation? Are they basically sort of at this point not that important? Yeah, the board really starts to shift as you go public from being kind of, you know, more active and probably more, you know, in some cases more valuable in the business to more of, quite frankly, a governance and a legal board in that sense, right? Which is making sure that the process is good, making sure that you're doing your audit committee and all the other things.

So it's not that boards are irrelevant as a public company, but I would say the nature of where boards spend their time starts to shift towards more compliance-related activities versus kind of, you know, potentially forward business-looking activities. Great. Fantastic. Well, Scott, thank you for spending so much time demystifying this entire process. I appreciate it, and I hope this is helpful, and I hope people will find, you know, that they can go by the book and, you know, dig deeper into a lot of these topics. If there's one big takeaway from having written the book and then been on the circuit promoting it, like, what's the big takeaway you would want entrepreneurs to take for? Yeah, look, I think the biggest thing, and we hit on a lot of this is, you know, look, understand who your partner is, as I mentioned, you know, somewhat facetiously, but it's true, you know, these are marriages, right? You're going to be with these companies for 8, 10, 12 years. And so, you know, I don't want to overstraining the analogy, but the concept of dating and understanding them really is relevant here, which is, you know, you wouldn't get married without really understanding your spouse and who they are and what makes them tick. And I think in many respects, that is the equivalent of the dating process in the venture capital game is know what their incentives are, know what they're interested in. you know, make sure you're aligned. Great. All right, congratulations. You've made it to the very end

of part three of our three-part series with Scott Cooper. Hopefully, you've got a really good sense of what goes on inside our heads when you meet with us because you understand what our incentives are, how we work and how we're trying to help you build a big, great, durable software business. We hope that this encourages you to continue your entrepreneurial journey, that it demystifies part of the process. Look, we're in this together. Entrepreneurs and investors are here to change the world together. And yeah, there's going to be tension on the line. There's going to be times when we disagree. But fundamentally, we need to be about being side-by-side entrepreneur and investor because that's the way that we get

to change the world. So we encourage you on your entrepreneurial journey. And if you've got a company that you're building that seems like a good fit for the types of investments we make, the house is open and we'd love to meet.