How Do You Recruit Outside Board Members? Five Recommendations

Situation: A company wants to add outside members to its Board. They seek individuals with industry knowledge, experience and contacts, among other things – members who can provide high level introductions to potential clients or key players within these organizations. The team is struggling to develop a list of candidates. How do you recruit an outside Board member?

Advice from the CEOs:

  • Your best bet is to hire a firm with a good track record of Board placements.
    • Given your other priorities, it is unlikely that you can devote the time required to develop a list of candidates on your own. Ask yourself whether this is how you should be spending your time, and what the value of that time spent would be.
    • What level of business do your expect from the contacts that the new Board member will provide for you? Calculate a fee that you would be willing to pay a recruiter as a percentage of future business. A fee of $25,000 or more for a good member is not out of line.
  • Network with significant players in your industry, and also look at who is serving on their Boards.
  • Investigate LinkedIn Groups – Groups that focus on Board members. These can be helpful in learning who might be available and connecting with them through mutual acquaintances. In addition, firms that specialize in Board placement frequent these sites. Also look at LinkSV.com which is more focused on Silicon Valley.
  • Determine what you will offer as both liability protection and compensation for new Board members. At a minimum you want to have a good directors and officers insurance policy, as well as stock and cash compensation that is competitive for your industry and company size.
  • Current Top Executives may be too busy to meet your needs. Consider individuals with deep experience who are nearing retirement or recently retired.

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How Do You Facilitate a CEO Transition? Five Factors

Situation: An early stage company is preparing for an IPO. The founder and Board have selected a new CEO with experience taking companies public. How do you facilitate a CEO transition, and how can the founder best position himself to support the new CEO?

Advice from the CEOs:

  • Get clear on your own strengths and desired primary responsibilities, but prepare to be flexible in negotiating responsibilities with the new CEO. For example, if the founder’s strengths are marketing, IP and early stage fund raising, see how these compliment the strengths of the new CEO. Then select a title which will allow you to leverage your strengths without impinging on the focus of the new individual. Don’t pigeon-hole yourself with your new title; keep it as broad as possible, for example Executive Vice President.
  • If you, as the founder, have a good long-term relationship with your VCs and the Board this will be one of your strengths. Be prepared to counsel the new CEO on individual personalities and objectives of this group. The CEO will form him own relationship with the VCs and Board over time.
  • Chemistry between the founder and new CEO will be very important. The job of the new CEO is to captain the ship. Your new job is to be a superior first mate.
  • It appears that you have an excellent learning opportunity. Learn as much as possible from the new CEO as well as the experience of the IPO process.
    • To smooth the transition personally between the two of you, take the opportunity to tell the CEO that you believe that the Board made the best choice and that you look forward to the opportunity to learn from him. This might be best done outside of the office, for example taking the new CEO to dinner.
  • Maintain your relationship with the key VCs on the Board. Let them know about your future ambitions and that if the right opportunity opens up in one of their portfolio companies, you could be interested.

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How Can You Reduce Costs By Consolidating Services? Four Suggestions

Situation: A small company wants to reduce costs by consolidating accounting and operational communications between remote divisions, with home office coordination. Can you more effectively reduce costs by consolidating services or is it better to set up parallel but complimentary accounting and operational communications in each division?

Advice from the CEOs:

  • There are a number of things that need to be considered, including:
    • Whether the existing legacy system is off the shelf with modifications or was custom designed for your operation.
    • Does the current system meet your needs, and do operators understand it? Is operational understanding diffuse or can only one or two people operate it?
  • How similar are the divisions in terms of product, customers and operations?
    • Do divisions serve distinct, non-overlapping customers with different product lines?
    • Are there important operational differences, for example are some divisions union, and others non-union?
    • On an ongoing basis, except for accounting, do divisions function as complimentary or distinctly separate businesses?
    • How complex are the product and pricing offerings? Could you consider a simple solution like QuickBooks or are there are complexities to your business model and accounting that the off-the shelf or web-based systems can’t address?
    • How much historical data from your current system is needed to support ongoing and future operations?
  • The simplest solution may be to run your current system off of a server, with multiple nodes connected to the system – a direct connection at your home office, and point-to-point lines connecting your remote offices. This will solve both your data transfer and communications needs.
    • Hire a computer consultant to set this up and assist you in establishing a link. It will cost some money, but will save you time and money in the long-run.
  • If you decide to change your accounting system, do so at the end of your current fiscal year. Trying to change accounting systems in the midst of a fiscal year creates an accounting nightmare for a small business.

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Do You Lead with Your Head – or Your Heart?

While doing some last minute holiday shopping this weekend, I noticed a book, The Spell of New Mexico, by one of my favorite writers, Tony Hillerman; a collection of essays by renowned authors with reflections of their visits to the state. Perusing the Contents I saw an essay “The Pueblo Indians” by the famed Swiss psychologist C.G. Jung, whom Sigmund Freud called his “crown prince and successor.”

Jung’s essay is about a visit to Taos Pueblo in 1924-25. He recounts a conversation with a Taos chief in which the chief described his perception of the Europeans and European Americans that he had met.

“See,” said the chief “how the whites look. Their lips are thin, their noses sharp, their faces furrowed and distorted by folds. Their eyes have a staring expression; they are always seeking something. What are they seeking? The whites always want something; they are always uneasy and restless. We do not know what they want. We do not understand them. We think that they are mad.”

Jung asked the chief why he thought the whites were all mad. “They say that they think with their heads,” he replied. “We think here,” indicating his heart.

Jung then reflected on the history of European civilization. Instead of seeing the “sentimental, prettified color prints” that artists painted he saw another view of European culture. “What we from our point of view call colonization, missions to the heathen, spread of civilization, etc., has another face – the face of a bird of prey seeking with cruel intentness for distant quarry – a face worthy of a race of pirates and highwaymen.”

We who pursue the practice of business sometimes fall into this face. We think about technology, numbers like ROI, ROE, growth of sales and profits, and profit per employee. We don’t always consider the impact of our focus and actions on our employees, customers, business partners, and the community and world in which we live. We don’t see the bigger picture that we might see if we thought with our hearts instead of just our heads.

So throughout this holiday season and as you enter the coming year, consider spending more time thinking and leading from your heart instead of just your head. It may soften your face and actually improve both your business and your business model.

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Arbitration or Suit to Settle a Dispute? Five Factors

Situation: A company has a long-term client that stopped a project suddenly 6 weeks ago with no explanation. Later, the client called saying that they do not intend to pay for work completed to date. Would you pursue either arbitration or injunctive relief to settle this dispute?

Advice from the CEOs:

  • If you have evidence of acceptance of a project contract or other documentation that the work proceeded under agreement with the client, this strengthens your position.
  • There may be other circumstances of which you are unaware such as financial or cash flow difficulties. Inquire through discrete channels to clarify this. Knowledge of the inside situation provides leverage as you negotiate a settlement.
  • Do you want to retain this client? If they have been valuable over the years this may just be the behavior of a single individual. If this is the case, work with your key contacts to bring this situation to light and try to solve the problem without legal action.
  • Because you have a long-term relationship with the client, focus your communications on the President rather than the VP who shut down the project.
    • Established your documentation, and complete your research on whether the client has cash flow problems; then call the President to work out an amiable resolution.
    • While you are justified in feeling miffed about the situation, business is business, and in this case it appears that your long-term relationship and the value of the ongoing business with the client outweigh the emotion of the present situation.
  • Focus on resolution of the dispute between the parties and do everything possible to resolve it between the companies rather than through legal avenues. This will help preserve the relationship with the client. Provided that you continue with this client, clean up the portion of the contract specifying notification and acceptance requirements and other areas of the contract that require attention.

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How Do You Align Expectations Across the Company? Five Suggestions

Situation: A company is doing well, but the CEO is concerned about emerging hurdles that may stall momentum. The key issue from a systems development perspective is changing a “one-off” project based focus towards a modular mindset – essentially shifting a short-term to a long-term view. How do you align expectations across the company and transition to a broader focus?

Advice from the CEOs:

  • Start by clearly communicating your expectations. Work with your managers so that they communicate a consistent message to developers. Look for organizational changes to better align talents of individuals to roles taking advantage of these talents. You may want to refresh the gene pool by bringing on additional people.
    • One company with multiple teams creates healthy competition against performance objectives between teams with recognition and rewards to the top team.
    • If the change involves creating greater alignment between functions, create opportunities for individuals from different functional areas to work together. For example, have an engineer accompany a sales person on a critical call to close a deal. If the deal meets spec objectives, is closed, and the project completed on schedule and on budget, the engineer is bonused on the sale.
    • One company rents a lake cabin every year. Use of the cabin goes to teams recognized for meeting objectives, deadlines or other outstanding performance. An added benefit is that on the way to and from the cabin as well as while they are there, teams spend time talking about the next performance coup that will get them the next use of the cabin.
  • Look at your organization – both your Org Chart and the physical space. One CEO found that his engineering organization was stove-piped both in terms of reporting and incentives, and physical barriers prevented groups from easily interacting with one-another. To create better coordination between design engineering and manufacturing engineering, the teams were relocated to a new shared space, without physical barriers. Also, the Org Chart was adjusted to increase incentives for collaboration between the functions.

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How Do You Maximize Shareholder Value and Liquidity? Four Factors

Situation: A private company creates a liquidity event every 3-5 years: selling pieces of the company, product-based spin-offs, or potentially the whole company. Most frequently, engineering efforts spin off opportunities for new product-based companies. How do you measure company or business valuation with the objective of maximizing shareholder value and liquidity?

Advice from the CEOs:

  • Look at a model to create productized service offerings that are replicable and predictable. This can create a stream of spin-offs to generate ongoing liquidity events. Jack Stack’s company, Springfield Remanufacturing has done this very effectively over the past two decades. He describes his methods in The Great Game of Business.
  • Regarding selling the whole company, the most important measure is strong company performance in recent quarters. Focus on internal metrics as well as revenue and profitability performance. Put together a solid 3 to 4 quarters of profitability with an upward trend to increase appeal to potential acquirers. The current market requires both a longer history of profitable performance and more data points of performance than was required in the previous decades.
  • To compliment internal measures develop a relationship with a business broker who can help you assess the value of either product or company spin-offs. A broker can determine the current value of the opportunity as well as a timeline and critical actions to enhance opportunity value.
  • Consider a roll-up of your company and one or more of your business partners.
    • Look for similar or compatible financial structures and complimentary capabilities.
    • A roll-up can broaden your range of products and services. As a bigger entity you have more options, and can enhance your ability either to generate spin-offs or become a more interesting acquisition candidate.
    • The downside is the time that it takes to complete the roll-up if you feel you have a short window of opportunity.

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Do You Continue a Difficult Partnership? Five Alternatives

Situation: A company has a key relationship with a major corporation. They recently completed work in Phase I of a multi-phase project which was fraught with difficulties. Now they are evaluating whether and how to proceed with Phase II. Do you continue a difficult partnership?

Advice from the CEOs:

  • What made Phase I difficult?
    • Initial work was done to original specs and on time. The partner then asked for additional work and a change to the original specs, but would not agree to pay for these changes. As a result, the company lost money on Phase I.
  • What alternatives exist?
    • In brief, you must fundamentally change the terms of engagement. You can convert everything to time and materials, so that when the partner makes changes or asks you to make changes, they pay as they go.
    • A second alternative is to reconstruct the project as a waterfall project with a fixed price up front. You agree to X iterations, at Y cost per iteration. Each iteration has a deadline and the work completed as of each deadline constitutes the final work on that iteration. You charge for additional iterations if the partner wants additional work after the final negotiated iteration.
    • A third alternative is to set a price that is 2x your estimated price, recognizing that there may be a need to change specifications during development. You will provide documentation of your time and effort. If at the agreed end of the project you have not used all of the funds budgeted, you refund the difference to the partner.
  • Adjust how you communicate with the partner as you renegotiate. Do not assume that silence constitutes agreement. Provide written documentation of your understanding at the close of each negotiation and invite them to correct any misunderstandings. Require that both sides sign this documentation to confirm agreement. Do not proceed until there is clear mutual understanding on all key points.
  • Purchase and use software to track any changes to requirements during the project. This will enable you to document both the changes requested and their waterfall effect on other portions of the project.

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How Do You Manage a Company Outside of Your Expertise? Three Foci

Situation: The CEO came into a company as a engineering consultant. Three years later the Board asked him to take on the CEO role. This created a credibility issue with staff because the CEO is a duck out of water, though a duck with better business sense than most others within the company. How do you manage a company outside of your technical expertise?

Advice from the CEOs:

  • The staff credibility issue may just be one of self-confidence. You have already demonstrated competence in revising company processes and improving profitability. In fact, your non-industry perspective may have contributed to your success to date.
  • Near term, in what areas should you focus?
    • Focus on building bridges which will give you more leverage to address key barriers, particularly within the more entrenched groups in the company.
    • Look at how the company communicates and exchanges information with clients. One thing that customers want is more self-service options and access to data. You have the opportunity to develop Web 2.0 capabilities which will to set the company apart in what is historically a very conservative and paper-oriented client culture.
    • These actions will help you to increase your credibility as an effective leader and CEO.
  • Longer term, what should be the plan?
    • Keep the ship running smoothly. This by itself will help to build appreciation for your talents.
    • Use any free time to create business plans of your vision for the future. Share these interactively with key staff members and incorporate their input into the plan. Involve them in disseminating the plan within the company.
    • As you develop your vision and plan, look for opportunities to attribute success to others. This will be a breath of fresh air to staff and will strengthen the bridges that you have worked to build. They will start to see you as a key ally who shares credit instead of hoarding it.

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How Do You Reach High-end Users? Three Thoughts

Situation: A company has developed a disrupting technology that will allow OEMs to produce high-end circuits at a fraction of their current cost. A non-exclusive OEM partner is using this technology but doesn’t have a channel to high-end users, and the company is too small to reach these customers themselves.  How do you reach high-end users?

Advice from the CEOs:

  • Your dilemma is having a disrupting technology in a market with a strong division between OEMs servicing the low/medium-end market and those servicing the high-end market.
    • Your technology collapses the division between the low/medium and the high-end markets and OEMs and proposes a full-scale technical shift.
    • This shift disrupts the current business models of either group of OEMs, as well as their technology development plans. This is why you are finding resistance.
  • Therefore, you need a channel partner that is either:
    • A low/medium-end OEM who is just as much a disrupter as you are – highly promising but not yet well-established – and who is capability of developing a high-end sales and marketing effort; or
    • A high-end OEM that knows the market but is collapsing under their current strategy and needs an entirely different solution to revive their prospects.
  • Your near-term task is to simply gain market capability – both manufacturing and marketing/sales – and to use this capability to gain early market acceptance.
    • Your investors want to see early “Blue Chip” partners, but given market realities, this may not be the wisest strategy.
    • If, over the next 12 months, you can begin to impact the market shares of the high-end OEMs, this is the surest way to gain their attention. Once you start to gain share, a likely outcome is that one of the high-end OEMs will buy you to lock up your IP.
    • Another company recently used a similar strategy entering a new market by collaborating with a high-visibility partner.
      • In one year, they took 30% market share from the market leader.
      • The next year the market leader bought them because “it was less expensive to buy you than to spend the marketing dollars that we would have had to spend to compete against you.”

 

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