57. What questions boards should be asking about AI

Ham is an active long-time member of the Boston entrepreneurial community, a seasoned board member, a prolific author on the subject of boards/governance and the founder of the Launchpad Venture Group, one of the driving forces behind organized angel investing in the United States.

In this episode Ham, we discuss many areas of board practice with someone that for many years has helped and written about how to make boards better.

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Links:

Ham Lord Bio

Launchpad Venture Group

Woods Hole Oceanographic Institute

Books by Ham Lord and Christopher Mirabile

List of AI questions

Here’s what ChatGPT said in answer to our question about what boards need to ask management relative to AI:

  1. What specific business problems or opportunities do you plan to address with AI, and how do you anticipate AI will help the company achieve its strategic objectives?
  2. What AI technologies do you plan to use, and what is your level of confidence in these technologies? What are the benefits and risks associated with each technology, and how will you mitigate any risks?
  3. What is the timeline for implementing AI solutions, and what is the estimated return on investment? How will you measure the success of these initiatives?
  4. What data do you need to train and validate AI models, and what is the quality and availability of that data? How will you ensure the privacy and security of this data?
  5. How will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards?
  6. What skills and resources do you need to build and deploy AI solutions, and what is your plan for acquiring or developing these capabilities? How will you retain and train talent in this area?
  7. How will you integrate AI solutions into existing business processes and systems, and what are the potential challenges and opportunities associated with this integration?
  8. How will you communicate the use of AI to stakeholders, including employees, customers, investors, and regulators? How will you address concerns and questions about the use of AI?

Big Ideas/Thoughts/Quotes:

Board questions around AI: What are the strategic objectives of the company, what are the business problems and the opportunities that that company should be going after. Three questions to begin:

  1. What specific business problems or opportunities do you plan to address with AI?
  1. And how do you anticipate that AI is going to help the company achieve its strategic objectives? It’s all great to have tools like AI, but if they’re not fundamentally driving the business in a direction that helps you achieve those strategic objectives, why bother?
  1. How will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards?
  1. AI tools where they haven’t been trained on a wide enough data sets, they haven’t had enough experience, nor have the users of it have enough experience to understand whether they’re going down a path that might lead to issues down the road.
  1. How will you communicate the use of AI to your stakeholders, and that includes employees, customers, investors, and regulators. And how will you address the concerns about the use of AI?

“There’s not time for this in every board meeting, but a board should have at least one or two strategic sessions a year that are focused on technology.”

“When you think about a financial institution, a healthcare institution, they have a lot of data that is extremely sensitive; personal data, healthcare data, financial data. You don’t want that escaping out into the world by using one of these tools that you don’t necessarily know what it’s going to do with that data.”

One of the biggest concerns is that sort of bias and discrimination that can occur with AI tools where they haven’t been trained on a wide enough data sets, they haven’t had enough experience, nor have the users of it have enough experience to understand whether they’re going down a path that might lead to issues down the road.

even if you don’t get the full effect, it’s important to get it right so that as you go forward, you’ve identified any issues that might exist, whether it’s bias, discrimination, or something else before it’s everywhere, which will make it more difficult to control at that point.

Whether you need to explain that AI is, for example, reading your medical scan, your MRI or your CT, or whether you need to explain to your customers that an AI is either giving you a thumbs up or a thumbs down on we’re giving you a mortgage or whatever. I think that’s going to be a more challenging question about how you communicate that-  I don’t think there’s necessarily a good answer for that today

I do want to say one thing about all three of these questions that I’ve asked, they are questions that you should be asking of the chief technology people in the organization, not just the CTO because the CTO may or may not be the one who is most expert in these particular areas

Raza, what do you think about having an AI board member?

I think a copilot, an assistive technology, is definitely a very interesting thing for boards. It can make them more effective. It is possible that you have a large set of materials and going through those, you do miss things as a human, but an automated process and AI could definitely come up with more. This is a really great idea for a startup, and I think somebody will do it.

Note: All of the board questions generated by ChatGPT about AI are listed below

Board of Cambridge Trust

I was brought onto the board specifically to address one of the new strategic areas that Cambridge Trust wanted to go in. Massachusetts has a very high concentration of companies in sort of the innovation economy, startup tech, and life science companies. It was seen by corporate management at Cambridge Trust that this would be a good area for growth within the bank.

Most tech startups are losing money and most banks don’t like to loan money to organizations that are losing money, so I had to explain what kinds of companies that, even though they might be losing money, would have good solid financials that would make it so that they could be the type of institution that you would give a loan to.

Lead Director

In our case, the lead director has several key roles.

One, the lead director speaks to the CEO at least on a weekly basis. It’s sort of a sounding board for the CEO to update on what’s going on that may need the board to hear more detail about. I also work closely with the CEO to determine what the agenda for the next board meeting is going to be.  During board meetings, the lead director leads executive sessions, whether those executive sessions include CEO or whether they’re just the independent directors.

Term Limits

“Up until last year, we had age-type of term limit and that was the age of 72. That was the mandatory retirement age.  There are two shareholder services out there, ISS, Institutional Shareholder Services and Glass Lewis, and both of them are not proponents of age-based term limits so we’ve removed our age-based term limits.”

Woods Hole Oceanographic Institution

For those who don’t know anything about Woods Hole Oceanographic Institution…it is the pre-eminent oceanographic research institute in the world. It’s based in Woods Hole, Massachusetts and I spend a lot of time down here in the summer. 

I was brought on to help the institute with issues around technology transfer, so research institute, lots of great scientists and engineers, sometimes they come up with ideas and products that could potentially be commercialized, so the goal was to figure out what’s the best way to do that.

Model Startup Board

There are three key attributes that I look at for building sort of a model board.

First of all, diversity, and we’ve talked about that a little bit already, but great boards are comprised of individuals with diverse talents, background, instincts, and expertise. Next, you need relevance. Diverse backgrounds and experience are only useful to the company if they’re relevant to where the company is going, not where the company was, where it’s going.  And then aligned, great boards are focused on a common long-term goal, and they ensure that senior management buys into that future.

Transcript

Joe: [00:00:00]

Hello and welcome to On Boards, a deep dive at what drives business success. I’m Joe Ayoub and I’m here with my co-host, Raza Shaikh. Twice a month, On Boards is the place to learn about one of the most critically important aspects of any company or organization, its board of directors or advisors, including the important issues that are facing boards, company leadership and stakeholders.

Raza: Joe and I speak with a wide range of guests and talk about what makes a board successful or unsuccessful, what it means to be an effective board member, and how to make your board one of the most valuable assets for your organization.

Joe: Our guest today is Hambleton Lord. Ham is an active member of the Boston entrepreneurial community, and as an angel investor, has built a personal portfolio of over 50 early stage investments. Early in his career, he [00:01:00] was a founding team member of three software companies; MicroChem Technologies, Polygen, and Advanced Visual Systems. Each of these companies had successful exits through acquisition. Shortly after the dotcom bubble burst in 2002, Ham founded Launchpad Venture Group, one of the driving forces behind organized angel investing in the United States. My co-host, Raza, is now one of the two managing directors of Launchpad.

Raza: Ham is a co-founder of Seraf that provides portfolio management for early stage investments. He’s a General Partner and Managing Director at Race Point Capital, which is an early stage VC fund. He has over 20 years of public and private company board experience. Currently, he’s a board member for Cambridge Trust and Qstream, and a board observer at Repsly. In the world of nonprofits, he’s a [00:02:00] member of the Corporation at Woods Hole Oceanographic Institution.

Joe: Ham regularly publishes articles and e-books on all aspects of early stage investing and has co-authored six books, including Fundamentals of Age Investing Guide: Advise and Inspire, How Startup Boards Drive Growth and Exits, and the Entrepreneur’s Journey, A Collection of 17 Company Stories. Ham, welcome. Thank you so much for joining us today on On Boards.

Ham: Thanks Raza and Joe, I appreciate you inviting me to come and talk a little bit about my experiences on the board side of things.

Joe: By the way, this is the first episode of our eighth season, so a particularly momentous occasion here and a great guest to have for it.

So, let’s start with the role of a board and the governance of AI, and you [00:03:00] Ham went through, and we can talk later about how you developed these questions, but developed a number of questions that boards might ask and there were three in particular that we wanted to discuss. So if you could go through those and maybe comment on them, I think that’d be a great way to start.

Ham: Sure. Whenever you’re on a board, one of the things that you’re always thinking about is sort of what are the strategic objectives of the company, what are the business problems and the opportunities that that company should be going after.

One of the questions that I would ask the team at a board, the management team of a company is, what specific business problems or opportunities do you plan to address with AI? And how do you anticipate that AI is going to help the company achieve its strategic objectives? It’s all great to have tools like AI, but if they’re not fundamentally driving the business in a direction that helps you achieve those strategic objectives, why bother?

Joe: [00:04:00] Exactly. How do these questions get raised? In other words, in the course of a board meeting, when does a big question like this get raised? In what context do you think?

Ham: It depends a little bit on the stage of the company. If you’re talking about a public company, typically you’re going to have regular board meetings where particular topics are discussed.

Let’s take for example, I’m on the board of a financial institution. Once a year or twice a year, we have deep discussions with the chief technology officer about issues related to tech. Sometimes it’s focused on cybersecurity, sometimes it might be focused on the main applications that run the business, but one of the things that I have been driving lately with the company is to ask these questions around AI.

It doesn’t show up in every board meeting. There’s not time for this in every board meeting, but a board should have [00:05:00] at least one or two strategic sessions a year that are focused on technology.

Joe: Great point. What’s the next question that we highlighted that you think and we think is important?

Ham: Question number two, how will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards? That question really comes down to, and I think you see this in the news where occasionally an AI just kind of goes off in one different direction.

Another example would be using an AI, some of these public AIs, do you know whether your corporate data is getting pulled into that AI? That’s not bias or discrimination, but it could cause significant compliance issues with your data getting outside of your company, and when you think about a financial institution, a healthcare institution, they have a lot of data that is extremely sensitive; personal data, healthcare data, [00:06:00] financial data. You don’t want that escaping out into the world by using one of these tools that you don’t necessarily know what it’s going to do with that data.

But by and large though, I think one of the biggest concerns is that sort of bias and discrimination that can occur with AI tools where they haven’t been trained on a wide enough data sets, they haven’t had enough experience, nor have the users of it have enough experience to understand whether they’re going down a path that might lead to issues down the road.

Joe: How does the board get comfort that the biases, especially let’s take a financial institution, that in that context, guardrails have been created that are going to keep it from stepping over the line and getting itself into trouble actually.

Ham: Yeah, initially when you’re using any tool, whether it’s AI or some other products, I would expect that the people who are [00:07:00] using it within the organization are not just going to treat it as a black box. They’re going to look at the results and they’re going to compare it to what their expectations would be. They might not be getting the full leverage of the AI when they first start out, because instead of it taking a minute or two using the AI to get an answer, they’re going to have to actually check on the AI, see whether its results match what they would’ve come up with.

You see this in healthcare, for example. There’s all sorts of AI tools for areas like radiology, and in order to prove that that tool is working and working appropriately, you have to do clinical trials and compare to what would be the result if a radiologist was reading those same scans.

 I think it’s important in the early days of a new tool that the end users really check and make sure it’s producing the results that they expect. Effectively, they’re doing a clinical trial, is it going to work [00:08:00] or not? Now, again, you’re not going to get the full benefit of the performance enhancement of that tool initially, but you’re going to be able to sort of sniff out any potential issues a little bit earlier on.

Joe: Yeah, great point. Because even if you don’t get the full effect, it’s important to get it right so that as you go forward, you’ve identified any issues that might exist, whether it’s bias, discrimination, or something else before it’s everywhere, which will make it more difficult to control at that point.

Ham: Yeah. And you saw that when ChatGPT was first released to the wilds and journalists started using it and there was all sorts of odd things that came out and about it. Not a big surprise that that happened, but the expectation is that there’s going to be less and less of that as the tool was trained.

Joe: Exactly. What was the third question that we identified?

Ham: Yeah. The third question to ask of the management team is, [00:09:00] how will you communicate the use of AI to your stakeholders, and that includes employees, customers, investors, and regulators. And how will you address the concerns about the use of AI?

I guess I would answer this in two different ways. First of all, AI is already in use in a lot of tools that are out there. In particular, cybersecurity is one example where a significant number of those tools are using AI, and as a stakeholder, a customer investor, I don’t really need to know that. The regulators might.

In particular, in the financial and healthcare and other areas where compliance is really important, they’re going to want to know that you are using tools that can address key cybersecurity issues and so they’ll want to know that what tools you’re using, et cetera. But for some of those, what I would call more back of the office kind of tools. I don’t think it’s as important for every one of your stakeholders to know what’s [00:10:00] going on there. AI is going to be embedded in a lot of different areas.

Whether you need to explain that AI is, for example, reading your medical scan, your MRI or your CT, or whether you need to explain to your customers that an AI is either giving you a thumbs up or a thumbs down on we’re giving you a mortgage or whatever. I think that’s going to be a more challenging question about how you communicate that.

 I don’t think there’s necessarily a good answer for that today, and my guess is that different organizations are going to treat this in different ways. Some are going to be very open about what they’re doing. Others are going to keep it buried. At least for right now, I don’t believe the regulators have yet said you absolutely have to say that you’re using an AI for what you’re doing. But knowing how regulators work, in time, I guarantee you they’re going to start asking for that kind of information, that kind of [00:11:00] feedback.

Joe: Yeah, it won’t be long, and I think that the question of whether and how you address concerns that are raised and let your stakeholders know it’s going to be a tough one to wrestle with for a while because there’s no roadmap and some people are going to be freaked out by it. I mean, you’re looking at my cardiogram, you’re looking my echocardiogram. No, I want a doctor. It’s going to take time for people to kind of manage their expectations about when they’re okay with AI and when maybe they may not be.

Ham: Yeah, but I would be okay with an AI looking at my scan and basically giving notification to the doctor about what’s going on, and then the doctor can always take a secondary look. There have been a number of studies done around the world that show AI is as good as, if not better than, radiologists in reading certain kinds [00:12:00] of scans.

Would I want a tool that’s shown to be better to be working on it? Yes. I would. Do you want to have surgery done by a robot or done by a surgeon? Well, it depends. Are the outcomes better if the robot is doing most of the work, or is it better if the surgeon is? I’d want to look at it in a variety of different ways, not just say, “Ooh it’s an AI doing this. I’m not sure I want that.”

Joe: Well, that’s the rational approach. I think some people may not react rationally, at least at first.

Ham: I do want to say one thing about all three of these questions that I’ve asked, they are questions that you should be asking of the chief technology people in the organization, not just the CTO because the CTO may or may not be the one who is most expert in these particular areas, so they need to be able to bring into the boardroom the people that they trust the most to be able to explain what’s going on in this [00:13:00] particular area.

I’ve asked the chief technology officer at the financial institution that I’m on the board of to have these kinds of discussions and they’re very open to it. I think it’s an interesting challenge that they’re taking on and resources are always tight no matter what size organization that you’re in so selecting tools that are really going to enhance the productivity of employees is really kind of a central part that the chief technologist needs to be thinking about and for that matter, the board needs to be thinking about.

Joe: Let’s talk a little bit about these questions and how they were generated. My understanding that you had a little help. Talk a little bit about that and there are two questions I want to ask about it.

Ham: Okay. I guess it was about a couple months ago, Raza and I got together and he asked me if I’d be willing to participate in this podcast, specifically talk about what board members should be asking the management about their use of AI. I thought, “Oh God, I’m going to have to do [00:14:00] some research to really dig into this.” But I thought, “You know, maybe I’ll just ask ChatGPT,” and it came up with a series of really good, solid questions that I thought were questions that a good board member, somebody with sort of strategic and good tactical insights would ask of the management team. I have to admit, I was pretty impressed with that first draft of eight or nine questions that it came up with.

Joe: Yeah, and just for our listeners, we want to let you know that all of the questions that Ham and ChatGPT came up with together will be on the website and you’ll have a chance to see them all. So, two questions. The first is, I agree. ChatGPT did a great job at formulating questions at a high strategic level.

I’m wondering if there are questions that it specifically did not tell you to ask. In other words, is AI far enough along to actually resist giving [00:15:00] you information because it doesn’t want you to know something? Are we there yet, or do we even know that?

Ham: Yeah, I don’t know if we know that. What I would say is the questions that you asked me to go through, those three that we talked in more detail, are really very high level questions that I don’t think are controversial in any way. They’re the kinds of questions that I would ask, even if it wasn’t about AI if it was about some other thing that a company was doing.

From that perspective, I think those are just sort of good sort of right down the middle kinds of questions, and some of the other questions that might dig into things like what kind of data are you using, et cetera, those are going to be a lot more specific to AI.

Joe: We were talking before we started the podcast today about the prospect of having an AI board member or AI as a tool for the board during an actual board meeting, and I was thinking about not technical questions, [00:16:00] not deep questions that people on the board won’t ask, but using it almost as expert witness.

ChatGPT, what is it he’s not telling me? What is it that she’s not telling me? What is it that you are doing or could be going on here that we should know about? That kind of insight that I wouldn’t have, you probably wouldn’t have, but at some point, AI will have it, it will know that maybe there’s something going on here that you should be asking about that even the highest trained technologists on the board might not know. I mean, what do you think about that?

Ham: Yeah, so more formal boards, not your typical startup, that’s where you get the slide deck and 10 slides like a half an hour before the board meeting. I’m talking about more formal boards where materials come out, there’s a lot of sort of strategic discussion and things like that in those materials.

I think that content is such that a well-trained AI in the future could [00:17:00] look at that content and come up with a series of probing questions and concerns that a board member may or may not be able to pick up. I do think something along those lines will happen.

In order for it to work and work well, the production of the content that the management team creates will have to meet certain standards. It can’t just be three slides with four bullet points per slide and each bullet point is five words. That’s not enough information to really pull it out, so there’s got to be a little bit more content there for an AI to work with.

But I do think it’s something that we can expect to see not just in the boardroom, but potentially in the classroom and other areas. My guess is that before we see it in the boardroom, we’ll see it happening in other types of venues first, and then ultimately boards will look at adopting it as a potential way to get more insights during their board meetings.

Joe: Raza, what do you [00:18:00] think about having an AI board member?

Raza: I think a copilot, an assistive technology, is definitely a very interesting thing for boards. It can make them more effective. It is possible that you have a large set of materials and going through those, you do miss things as a human, but an automated process and AI could definitely come up with more. I think this is a really great idea for a startup and I think somebody will do it.

Joe: I think the last thing you said is, is I take it to the bank, so to speak, and on that note, why don’t I turn it over to you for the next subject.

Raza: Ham, you alluded a little bit about financial institution that you’re on the board of, that’s Cambridge Trust. Tell us a little bit about Cambridge Trust and then how your journey was getting on the board, a little bit about the board itself and then we can talk a little more about it.

Ham: Sure. Cambridge Trust is a financial [00:19:00] institution, a private bank with wealth management. It’s based in Cambridge, Massachusetts with about 22 branches in the Boston, Massachusetts-New Hampshire region, has about 5 billion in assets as well as about 4 billion in wealth management assets, assets under management.

I joined the board 11 years ago and I was brought on the board specifically to address one of the new strategic areas that Cambridge Trust wanted to go in. Massachusetts has a very high concentration of companies in sort of the innovation economy, startup tech, and life science companies. It was seen by corporate management at Cambridge Trust that this would be a good area for growth within the bank.

Most tech startups are losing money and most banks don’t like to loan money to organizations that are losing money, so I had to explain what kinds of companies that, even though they might be losing money, would [00:20:00] have good solid financials that would make it so that they could be the type of institution that you would give a loan to.

Raza: How big is the board and how is it composed?

Ham: The board, it’s 15 independent directors and the CEO. The CEO is also chairman of the board but there’s a lead director, and the lead director is one of the independent directors on the board who goes through sort of a three-year, so every three years we bring on a new lead director. I’m currently lead director for the board, and I’m starting my second year of being a lead director.

In our case, the lead director has several key roles. One, the lead director speaks to the CEO at least on a weekly basis. It’s sort of a sounding board for the CEO to update on what’s going on that may need the board to hear more detail about, and I also work closely with the CEO to determine what the agenda for the next [00:21:00] board meeting is going to be. During board meetings, the lead director leads executive sessions, whether those executive sessions have the CEO in them or whether they’re just the independent directors.

Then one of the other major roles that the lead director of Cambridge Trust is effectively leading the effort for the CEO’s annual review. We do a 360-degree review of the CEO. That means I have one-on-one conversations with every one of the CEO’s direct reports and every independent board member, and then we use that information from that 360-degree review as part of setting the CEOs and also as feedback to the CEO to help him with a better job of running the company.

Raza: That is a very interesting thing to have a lead director. I don’t know if a lot of boards do have them. How did that come about and was it recent or has been there and rotations have been [00:22:00]going on?

Ham: I think it’s been about 11 or 12 years. When I first joined the board 11 years ago, there was a lead director, but I think at that point it was quite new, and it was brought on by the board spending more time and focus on governance. In many cases boards have either no governance committee. A lot of times when you’re talking about early stage startups, they typically don’t have a governance committee. But as companies mature, and certainly when public companies are public, they need to have a governance committee, and that governance committee is there really to help, A, recruit new board members in, but, B, to make sure that the organization is being governed properly.

That can include everything from setting up a lead director. In some cases. It would mean having a chairman role that’s separate from being a CEO, so you’ll see a mix of those kinds of things. Sometimes you’ll see executive chairman that tends to be someone who might have been CEO before [00:23:00] and has stepped back from that CEO role, but still has some management role with the company.

Joe: I want to just chime in about nom-gov committees. It’s true that most startups don’t have one and probably don’t need one. I would weigh in and say that any private company, not just public companies, beyond the early stage development should have a nom-gov committee. I think it’s one of the three or four most important committees, because the vitality of the board depends on really making sure that board composition stays current with the needs of the organization, whether it’s public or private, and the best way to do that is by looking at it every year, like you do your strategic plan or your compensation or obviously audit. I mean, those are the critical committees. I think it’s right there with it.

I think you’re right that many don’t have it. But I would say, put it on the short list of committees that they should have, because how [00:24:00] do you keep your board fresh? How do you make sure that it’s doing its job in the best possible way it can without a committee that’s really assigned to do that?

Ham: I agree with you 100%, but let bring up one challenge with that. If you look at a typical startup company board, it’s made up of one or two founders, one or two of the lead investors and an independent director, and those lead investors don’t want to give up their board seat. The management team, the founders, they don’t want to give up their board seat or seats. Really what you have is the ability to change out/swap out the independent director or two, and that doesn’t give you the flexibility to really reconstruct the board in a way that is most appropriate for the stage that the company is at.

Joe: When I made my statement, I really wasn’t talking about startups or really investor-backed [00:25:00] companies. Those companies, you’re right, it’s a separate animal, but the overwhelming percentage of private companies are not those companies, and a lot of them don’t have this and I think they’re losing a valuable tool to help drive their company.

Raza: Going back to Cambridge Trust, Ham, are there any term limits for the board or how do you guys handle that part of the refresh process?

Ham: When you come on the board, you are brought on for a three-year term. But at the end of that three-year term, assuming you are still interested in staying on the board and the board is interested in keeping you on, you’ll be renominated for a shareholder vote to approve you to do another three-year term.

Up until last year, we had age-type of term limit and that was the age of 72. That was sort of the mandatory retirement age. There are two shareholder services out there, ISS, Institutional Shareholder Services and Glass Lewis, [00:26:00] and both of them are not proponents of age-based term limits so we’ve removed our age-based term limits and the approach that we will be using going forward is when you are up for your renewal, you will be reviewed by the entire board. There’ll be a review process where comments and feedback from each of the board members will be given to the head of the governance committee, and then the governance committee chair will sit down with you and talk about sort of the feedback that was received about this individual from all of the different board members.

Now, that can be a little bit challenging, but I think people who want to improve and get better are going to be fine with it. People who are maybe a little bit more defensive, that might be a bit of a challenge. I do feel though that I’m lucky on the Cambridge Trust board that it’s a really good group of people that that I with.

 This year is going to be the [00:27:00] first year of trying it out, so we’ll see. I’m sure there’ll be glitches in it; things that’ll work well, things that won’t, but I think it’s important that we give this a try. Because we do have at least two board members who are going to be hitting that 72-age mandatory retirement and they’re still very productive board members. They’re not people that we would want to see leave the board just because they’ve hit 72.

Joe: Age limit is truly rough justice. I mean, there’s no question. Now, I do know that you’re up for reelection this year, so you’ll have a bird’s eye view on whether this process is

Ham: working

.

Yeah, I will, I will. Hey, I’ll take whatever criticism, et cetera and hopefully learn from it.

Joe: Well, again, I think that reflects the kind of board member you are. A lot of board members don’t necessarily react that way when it happens.

As you know and some of the listeners know, Raza recently joined the board of Needham Bank, which very recently announced that it was going to take itself public, so Raza turned to you for advice about being a new board [00:28:00] member on a bank. What kind of advice did you give him?

Ham: Well, first of all, Raza like me does not have a banking background. Yeah, I used banks. I went to ATM machines and took out mortgages so I knew the fundamentals of what a bank was, but I had no clue about how a bank operates and all the acronyms that are used for the different aspects of it.

When I joined the board, one of the first things that the management team did was have me sit down with each business line leader and they would describe to me what it was that they were doing. Now, it was like drinking from a fire hose, there was so much information coming in.

What I told Raza was expect it’s going to take one to two years before you really are up to speed in general with how the business operates. Two, in the case of a bank, one of the best places to learn about sort of the nuts and bolts about what’s happening in the back office is to sit on the audit committee. There you learn a lot about the [00:29:00] finances of the institution. It may not be the most fun of committees to sit on unless you’re a CPA, but it is one where you will learn a lot. Another one, and not all banks have a separate risk committee, sometimes audit and risk are one committee, but understanding the risks that the bank is on. Those are two of the committees that I think are really sort of valuable early learning experiences.

The other piece of advice I gave Raza is don’t be afraid to ask what you think might be a dumb question. You got to learn and if you don’t ask the question, you’re not going to learn. By the way, there are probably other board members who may not be steeped in banking, industry jargon, et cetera, who might also learn but were afraid to ask that question because they thought they should know it ‘because they’ve been on the board for the last three years.

In general I think ask as many questions as possible, learn as much as you can, and then one other piece of advice I gave is for for directors of. [00:30:00] banks, there’s a publication called Bank Director, a really good novel name, but they’ve got really good educational materials that they produce. They have a good website. They’ve got lots of videos and webinars and things like that, so a good place to go for kind of digging in and learning some of the nuts and bolts of the banking industry.

Raza: All great advices. Ham, I’m drinking from the fire hose and learning every minute.

Joe: Ham, talk about your involvement with the Woods Hole Oceanographic Institution.

Ham: Sure. For those who don’t know anything about Woods Hole Oceanographic Institution, which by the way to make it faster, it’s called WHOI. WHOI has been around for a little over 90 years. It is the preeminent oceanographic research institute in the world. It’s based in Woods Hole, Massachusetts and I spend a lot of time down here in the summer, et cetera.

I got connected to WHOI about 12 years ago. I was brought on to help the institute with issues around technology transfer, [00:31:00] so research institute, lots of great scientists and engineers, sometimes they come up with ideas and products that could potentially be commercialized, so the goal was to figure out what’s the best way to do that.

I started working with them, as I said, about a dozen years ago. Although it was a bit of a challenge back then upper management at WHOI at that time was really not that open to licensing technology out, spinning out companies, et cetera, so the culture wasn’t really in alignment with that.

Fast forward to little over two years ago, a new head of WHOI, a guy named Peter de Menocal was brought in, and Peter is much more in alignment with really looking at the potential to spin technology out of the institute, and working with a gentleman named Brian Halligan. Brian was one of the co-founders of HubSpot. Peter and and Brian in particular worked to raise a venture fund north of a hundred million dollars and some of that funds will go to some of [00:32:00] the research projects that are going on at WHOI and have that potential, not necessarily going to, but have the potential to spin out as separate companies.

Raza: I want to switch gears and come back to the startup world that you have been a part of for a long time, and you’ve served on boards and you’ve written a book about startup boards. Maybe talk about how to be an effective startup board members and what might be the top few things to keep in mind or practice.

Ham: Yeah. I’m going to pop it up one more level and I’m going to talk about what I think you should be thinking about when you’re structuring a startup board. And by the way, this holds true for other later stage boards as well. There’s sort of three key attributes that I look at for building sort of a model board.

First of all, diversity, and we’ve talked about that a little bit already but great boards are comprised of individuals with diverse talents, background, instincts, and expertise. Next, you need [00:33:00]relevance. Diverse backgrounds and experience are only useful to the company if they’re relevant to where the company is going, not where the company was, where it’s going. And then aligned, great boards are focused on a common long-term goal, and they ensure that senior management buys into that future.

That’s sort of the key attributes that I think of on the board. Then for an early stage company, a diverse board has several of the following key skill sets. You want a market expert, that’s a director who understands the target market and has a great network of potential customers and partners to connect the company to.

You want a financial expert, that director understands how finances work with early stage companies. They’re well connected to sources of future funding and they provide important oversight on the company’s financial plan.

A mentor/advisor, this director is most likely a former [00:34:00] CEO who successfully guided a company from the early stage through that growth stage and this skill helps that CEO navigate the mine fields that all CEOs face.

An exits expert, ultimately, all successful startups, they’ve got to exit at some point, whether that’s by IPO or M&A. This director understands that exits don’t just happen. They need long-term planning, and they need constant oversight from the board.

And then finally, sort of the fifth one, the missing piece, I use this descriptive term to highlight a potential missing skillset on the board. You want to make sure you have all the major departments in your company covered. For example, the board of a software company would ideally have members with experience in each of the following areas; product development, sales, marketing, customer success, finance, so when you look at sort of that set, the first one, the market, financial, [00:35:00]mentor and exit experts, they probably have in their career, in their background, maybe it’s sales and marketing, maybe it’s product development, but if you’re missing one of those core components of your company, one of those key departments, that missing piece should be able to fill in that particular role.

Raza: I think the missing piece also alludes to the concept what we do at Launchpad during diligence is what-needs-to-be-believed list. I think that helps identify what for that particular company you might be needing within the board to help succeed. These five or however many skills that you mentioned, you’re also saying that it’s not necessary to have it in five different distinct people, but overall, you need coverage for these items for a startup to have better chances for success.

Ham: Yeah, exactly.

Joe: Great.

Ham, this has been a great conversation. Thank you so much for [00:36:00] joining us today.

Ham: Thank you. I really appreciate you taking the time to have me come on and hopefully your listeners will enjoy this episode.

Joe: I’m sure they will.

And thank you all for listening to On Boards with our guest, Ham Lord.

Raza: Please visit our website at OnBoardsPodcast.com. That’s OnBoardsPodcast.com. We’d love to hear your comments, suggestion and feedback. And if you’re not already a subscriber, please be sure to subscribe at Apple Podcasts, Spotify, or wherever you get your podcasts and remember to leave us a five-star review.

Joe: Please stay safe. Take care of yourselves, your families, and your communities as best you can. We hope you’ll tune in for the next episode of On Boards. Thanks.