How Do You Gain Commitment to Plan Revisions? Three Thoughts

Situation: A company goes through an annual strategic planning process followed by an annual business planning process. At mid-year they do a review and correction. The challenge is that if the company is behind plan, the management team does not take ownership of plan revisions – it becomes “the CEO’s Plan.” How do you gain commitment to revisions in the annual plan?

Advice from the CEOs:

  • Throw out your current process and start over.
    • The challenge is to gain more buy-in and accountability. This only comes if the targets come from those responsible for delivering them – both for the original plan and if any revisions need to be made.
    • Look at who you involve within the organization – can you drive involvement deeper to generate additional buy-in across the organization?
    • Hire an outside facilitator to guide you through the process instead of chairing the meeting yourself. This prevents the resulting plan from becoming “your” plan. It also changes the culture of the meeting as well as the buy-in.
  • If you use a bottom-up / top-down process, moderate the plan results with an eye to two realities:
    • Bottom-up input from the sales team is rarely more pessimistic than the CEO’s input. If it is ask what is happening.
    • Make sure that your top-down numbers are empirical and based on the best market research that you can obtain.
  • If your plans have consistently fallen short over recent years:
    • You may be baking the targets too high.
    • Consider building the revenue plan optimistically, but build the expense plan conservatively. This helps control expenses and attain profitability targets.
    • So that the two plans are not misaligned, review them more frequently – perhaps quarterly on a formal basis with monthly reviews – so that if your revenue plan is meeting targets you can adjust spending to support production and delivery.
    • It is common to have one set of numbers for sales and a different, more conservative, number for expenses. As long as you conduct frequent review and adjustment of the expense number to sales performance, this works. Many companies also use different targets for operations than what they present to the Board – with the more conservative numbers for the Board.

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How Do You Value the Stock of a Private Company? Three Factors

Situation: A private company has not issued stock options in over 6 months. The business press highlights concerns over appropriate valuation at the time of option grant. How do you value the stock of a private company to assure that option awards reflect proper company value?

Advice from the CEOs:

  • Decide on the objectives of your valuation exercise. These may include:
    • A credible valuation to protect the Board from challenges over option valuation.
    • A calculation that the company can use quarterly or semi-annually to assess company valuation; possibly something that can be done internally on a quarterly basis, with independent validation annually.
  • Given that your concern is option valuation and protection of your Board, they only clean way to do this is to have an outside party perform your valuation. Internal valuations are subject to challenge. Look for reputable CPAs that specialize in private company stock valuation and get quotes from several for initial valuations plus follow-up valuations in 12 months. You may anticipate paying a fee of $12,000 to $15,000+ for this service.
  • There are issues that you will want to address in your valuation process:
    • A valuation must have a supportable rationale and demonstrate consistency of methodology so that valuations will be performed on a comparable basis year after year.
    • You want to see consistency between valuations with your annual financial audits which will reflect company performance.
    • There are at least two models that you may follow – a hard model and a soft model.
      • The hard model is a one-time valuation based on your financials. This may include historic performance, as well as forward-looking ROI.
      • The soft model is based on operational and risk assessment.

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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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