Joe: 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, with a focus on 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 of your organization.

Joe: Before we introduce our guest, we want to thank the law firm of Nutter McClennen & Fish who are again sponsoring our On Board Summit. This year, the Summit will take place on October 22nd in [00:01:00] Nutter’s beautiful conference center in the Boston Seaport. They’ve been incredible partners with us in every way, we appreciate all they have done to support this podcast.

Our guest today is Christopher Mirabile. Christopher is the Executive Chair and Founder of Launchpad Venture Group, one of the largest organized and professional angel groups in the country. He is Chair Emeritus of the Angel Capital Association, which represents angel groups, provides education and advocates for investors and entrepreneurs.

Christopher has served on a number of startup and investor-backed boards. He is coauthor with Ham Lord, another former podcast guest, of a book on startup boards entitled Guide, Advise and Inspire: How Startup Boards Drive Growth and Exits.

Raza: Christopher is my mentor and much of what I have learned about investing is from him. [00:02:00] Prior to Launchpad, Christopher served as a public company CFO at IONA Technologies, worked at the law firm of Testa, Hurwitz & Thibeault as a corporate and securities lawyer, and before that, with PricewaterhouseCoopers Strategic Consulting Group as a management consultant.

Joe: Welcome, Christopher. Thanks for joining us today on On Boards.

Christopher: Thanks for having me, Joe and Raza. It’s great to be here.

Joe: Thank you. So, let’s just start with a little bit of background. You’ve had a really interesting run up to becoming who you are today so let’s talk a little bit about it.

Christopher: Yeah, boards have sort of featured prominently in my entire professional life. When I was a consultant with the strategy group at Pricewaterhouse, ultimately our work was commissioned by boards and delivered to boards, and those board presentations when I was lucky enough to be in the room as a young person on the team [00:03:00] were some of the most high-pressure situations that I ever was in professionally and left a real impression on me.

I spent a year doing a major performance measurement study for General Motors, and we worked directly for the CEO of General Motors and interacted with the board quite a bit and that left a real impression on me, and then law school is an opportunity to really study governance and some of the theories around it, which I found fascinating. And then when you’re a young associate at Testa Hurwitz back in the day, you do a lot of governance housekeeping and board formation and just resolutions, and you just do a lot of that and I really had to learn the mechanics.

Then I spent a huge chunk of my career as a public company general counsel running a board and it was a large board. It was a complex board. It had specific leadership on each of three or four subcommittees that we did 360-degree performance [00:04:00] evaluation each year. We were listed on a stock exchange in the US and in Europe so we had to comply with both the accounting standards in Europe and in the US.

That was a really formative experience in terms of what a board is like, and then when I got into the startup world, I sort of had to unlearn a certain amount of that. I’d been steeped in the theory of really heavy serious governance boards and moved to the end of the spectrum where boards provide as much mentoring and business value as they do governance and the startup world was a little bit of an adjustment, but the concepts are really, really similar and the value is very similar.

Joe: It’s great that you’ve had such an interesting and diverse perspective on the value of boards, and also great that you’ve carried it forward to startups, because not everyone involved with startups, particularly the founders, share your view.

Now, I [00:05:00] understand that the value of a board for startups is something that you talk about, that you advocate for regularly to founders and other corporate leaders. Let’s talk about why in this world, as in other situations, but in the startup world, why it’s important and also, of course, how it’s different.

Christopher: Well, we talk a lot about stage-appropriate controls and the main way in which it’s different is that’s where the company is at. For example, when you’re pre-revenue, you don’t really need a revenue recognition policy, you do once you start bringing some revenue, and so boards tend to be a little bit smaller, a little bit more nimble and often the membrane between shareholders and directors is much thinner because you often see meaningful representation direct from the shareholder base on the board.

That said, best practices are really very similar, [00:06:00] and a lot of times when, Raza and I are working on a term sheet, governance is a big part of that term sheet, and when you run into resistance from a founder, it’s often really more of an educational journey than a negotiating journey to try to get them to understand the value of a board.

I mean, the common sense elements are straightforward. Your investors want it and you’re not going to be able to raise money without it and why would you reinvent the wheel when you can have people who made those mistakes before and can help you avoid wasted time and wasted resources.

But it’s quite a bit more subtle than that, there’s really a significant value in the board’s network, their contacts, their knowledge of things like scaling sales, how to hire. A lot of times when I’m working on a board with a first time CEO, one of the things I’m trying to teach her or him is just how to hire [00:07:00] good people and how to not be afraid to hire someone who’s smarter than you or better than you as a direct report, and that’s just one of many examples of how a board can really help a startup get where it needs to go faster.

Often where the resistance comes from, it’s really two things. One, it’s ignorance and the other is fear. The ignorance often comes from sort of shoot-from-the-hip advisors who may or may not really have any skin in the game who say to a founder, “Oh, you know, you don’t need a board right now. You can get a board later. The board is going to need to be redone when the VCs come in anyway.”

Well, of course, not every company is a good fit for institutional capital. There may not be a VC round and of course, there’s a tremendous value and in having a board, but that’s often music to the ears of a founder who’s a little bit intimidated by the idea of a board. They’re already giving a significant chunk of their company away. [00:08:00] They’ve taken a tremendous amount of reputational risk and opportunity costs to start this startup and the idea that people they don’t really know could fire them, affect their compensation, affect their equity, push them around, tell them what to do, a lot of people look at that and they’re very threatened by it.

A big part of what Raza and our partner and I do is help them understand that the management team is responsible for the strategy of the company, the board is just there to help, and if you go into a relationship with your board, it’s sort of like intellectual partnership where you bring the courage to admit you don’t have all the answers and you really seek to draw the wisdom out, even a first time founder can have a really, really beneficial relationship with a board. They just have to get out of that fear mentality and into a work together mentality.

Joe: What a great way to think about it though, [00:09:00] be an intellectual partner with your board members, I mean, as a first instance, because I get the fear, and certainly, I get the ignorance really, because if you haven’t done it before, you don’t really understand the full value. Although I think something you said when we talked earlier is if you get a few people in the room who really know the business or really know your industry and whose job it is to help you succeed, because no one’s in the room to make it worse or if the company doesn’t succeed, it’s not good for anyone, why wouldn’t you want that?

Why wouldn’t you want all the help, assuming it’s good help, and obviously that gets back to who’s on the board and all that, but assuming good people, why wouldn’t a leader, especially a first time CEO who’s never done this job, and it’s not an easy job, and they’re giving away so much, and they have so much in the line, why wouldn’t they want all the help they can get?

Christopher: If you take a CEO who’s not good enough [00:10:00] and he or she fails at his or her job, from their perspective, that was their failure, they didn’t measure up, they’re not good enough, but from the board’s perspective, that’s the board’s failure. They were supposed to coach that person. They were supposed to develop that person. They were supposed to augment that person to the extent they had certain kinds of weaknesses.

So yes, at law, a board is responsible for evaluating the effectiveness of a management team, but they’re also responsible for making that management team successful to the extent they can, particularly in early stage companies, less so with later stage.

But If you show me a CEO that’s failing, I’ll show you a board that’s failing to support that CEO properly and develop him or her. So, there really isn’t anything to be afraid. We all get into that canoe together at the top of the whitewater, and once you get in and you start down those rapids, we’re all on the same team.

Joe: Is it different [00:11:00] as the company gets older, more mature? I mean, do the founders or do the CEOs rather learn to understand that a board can be as we say in our opening, one of the most valuable assets of your company?

Christopher: It really depends. I think a lot of CEOs do become more comfortable and you’re certainly sweating your armpits less on your 100th board meeting than on your first, so there’s a certain amount of comfort that grows. But Raza and I have seen mid-career 40-, 50-, 60-year-old CEOs who oversold what was going to be possible and are clearly not delivering and they get into a model where they’re trying to bullshit their board, and they are not comfortable and confident enough to say, “You know what, my thesis was wrong and it isn’t working, and we need to come up with a better strategy here and I’m working on it. Here’s what [00:12:00] I’m thinking. What’s your reaction?”

So, there are some CEOs who never get it, it never clicks and they’re not able to really harness the power of a board, and I think there’s a tremendous overlap between them and CEOs who aren’t terrifically good. Frankly, I think they’re almost congruent circles.

Joe: How do you over time help them understand that, as you put it, the board can be a partner with you, that this group of people can help you figure out the stuff. No CEO knows everything, and especially when you’re starting a company, there are more unknowns than there are knowns probably, how do you help them understand, and obviously some people are going to reject it no matter what, because they just don’t want to do it or they’re afraid, as you said, but what do you say to them, and how do you go through that exercise with CEOs, whether it’s their first time or not?

Christopher: If I take a board seat, I tend to form a relationship with the CEO, typically talking to [00:13:00] him or her every other week for a few minutes, because I don’t want to be anywhere near the blast radius of a startup that fails, so I want to make sure that this company is going to succeed, and so I think that relationship where you stay really current and you develop a comfort level with someone and you create a little bit of space to talk to each other in a non-charged environment where I can ask questions about life-work balance and what’s stressing you out right now and develop a real comfort level.

But a lot of what I do on calls like that are mentoring and development kinds of things. There are different kinds of mentors. Raza and I believe there are three primary categories; mentors who really are knowledgeable about your industry, mentors who are just generally really good at scaling and building startups and building companies, and mentors who really care about you as a [00:14:00] person and your development as a leader.

When you are on a board especially a first time CEO who is struggling to fit and struggling to read all the dials in the cockpit at once and not crash the plane into the side of a mountain, you end up switching hats.

Often, if you’re not an expert in the industry, you use your context to find someone who is, or make sure that that blind spot is addressed, but a lot of what you’re doing is mentoring and coaching and helping them grow as a person and understand. A lot of times it’s as simple as going, “Well, what do you want the outcome to be? You want consensus that this is the right way to go forward? Well, let’s unpack that and talk about how that consensus gets built.”

The foundation is information sharing, and then it’s an opportunity for everyone on the board to feel seen and feel heard and this thing is going to get discussed. People don’t like surprises and you can work with them and put together together a plan to have a [00:15:00] conversation and basically help them become a leader, and a great CEO learns how to get their board to help them with the bank shot, the board provides the rubber the ball bounces off of.

Joe: Right. I love the analogy.

Raza: And Christopher, I’ll add two things to that. One, we always recommend the executive session as a best practice to always do that, and at the end of that, one of the board members or lead director is designated to provide feedback to the CEO as a step that’s kind of similar to how you said the establishing the relationship with the CEO. The other, experimentally, we’ve now also started training new CEOs that are onboarded about boards and our board training. We’ll talk a little bit more about it as well, but just simply training them what the board is about is also a very, very helpful step.

Joe: Yeah, both are great [00:16:00] steps. I think the idea of an executive session, it doesn’t matter the stage of the company, it’s always a good idea. What I’ve always thought and advised, have it every meeting because if you have a every now and then and someone comes to you, then of course the CEO is going to assume that something is wrong, “So, why are you asking me to leave the room now?”

Christopher: A really effective tool for those, you know how they say when you’re arguing with your significant other, you’re not accusatory; you did this, you did that, to talk about how it makes you feel or whatever.

A great way to give feedback after an executive session is, “Hey, let’s just do a little case study here. In the meeting, you said this, here’s what they heard…” and then it’s not an in-your-face criticism, it’s just helping them understand how they’re being perceived and how their choice of words and their manner of speaking and their style affects the impact of their communications, and I find that you have to know your boards and know how to [00:17:00] read a board and understand, but I think that can be a very effective non-confrontational way to give quick feedback to a CEO.

Joe: Yeah. The way you deliver a message is everything. I mean, the substance is important, but the delivery is often what makes it either successful or not.

So, let’s talk about board composition. I think you mentioned, when we talked before, that your favorite configuration is two-two-one, which for those people listening, two from ownership, two from investors, and then one independent. So, let’s talk about the independent. What are you looking for, and how do you find them? How do you find the right fit is really what I’m asking.

Christopher: The bar is pretty low in the sense that just getting that seat filled is better than not. I mean, almost anyone with any common sense is better than a vacancy so we’re adamant about not letting those vacancies happen because they can really hurt a company and destroy shareholder value if you just get to a gridlock [00:18:00] and a board gets deadlocked and can’t decide whether, for example, to change management.

I’ve actually been on a startup board that needed to change CEOs and it was deadlocked two-two, to two and so that’s not a situation I ever want to be in again. So, our term sheets are quite clear that that seat needs to be filled quickly.

But really, what we’re looking for is two things. One is the avoidance of some negatives and the other is certain positives. I’ll start with the avoidance of the negatives. We don’t want an inexperienced blowhard who has a lot of ego involved in telling people what to do and insisting that their advice be followed, and someone who contributes to a board meeting in a manner which sucks all the oxygen out of the room and makes it super awkward to disagree with them.

We’re looking for someone who has a little bit of experience, understands boards are a working thing and that startups are an imperfect science and they’re not going to be a [00:19:00] disruptive or difficult board member. That’s the kind of the key negatives that we’re looking to avoid.

In terms of the positives, really, we want someone who understands the industry dynamics, understands the players, knows who the company and the CEO should be talking to, and has that bigger perspective, who can put the day-to-day operational challenges of the company into a broader industry context, and then ultimately make introductions when it’s time to find additional investors or exit the company. So, all we need is a well-behaved genius. It’s easy.

Joe: Yeah, real easy. Well, I think the no-asshole rule certainly makes sense, and that covers a wide range of people who are not going to be a good fit and not going to help the dynamics of the boardroom. But one of the things you’ve said is that you are thinking that in those instances where CEOs find a board member, sometimes [00:20:00] it’s not the right person and that maybe you should put in your papers that you get a veto for suggested independent board members, because if there’s only one and it’s the wrong guy or the wrong girl, that’s not so great.

So, it kind of does matter who that person is. You said it, it’s better to have someone than no one. Okay, I get that. But what have you done or what is being done to make sure if you’re only going to have one, be good to have a really good one.

Christopher: Well, we sell the value and we make sure we have a common vocabulary and shared goals in terms of what we’re looking for. We are deferential to the CEO in terms of finding someone that they’re excited about and they think would be good, and often, even if it’s a young CEO, they have some knowledge of their industry, but a lot of them, particularly the ones that fear boards or are not secure, will go and try to get a friend or someone who will act as a friend or as a rubber stamp and try to shift the [00:21:00] dynamic of the board to essentially be three founder-oriented directors and two investor-oriented directors.

And then the other mistake they can make is they go for a marquee name and they really understate the commitment and what’s expected and the person really thinks of the role as an honorific and they’re not present and they’re not involved and they miss meetings and they’re hard to schedule, and they really don’t end up doing their share of the work, and so I think Raza and I have seen this fifth seat go haywire enough that we probably are going to be more prescriptive in the next decade than we’ve been in the past decade.

Joe: It makes sense.

Raza: Launchpad now has at least 50 portfolio companies and 40 Launchpad members are either in the boardroom as a director or an observer. That’s a pretty [00:22:00] large portfolio of board members and observers that the group is adding human value to the companies. How do we train all of these to have a good governance game and be helpful to each other. What are steps, mechanics, and things for training a large number of boards?

Christopher: Yeah. I think we’ve done about 135 companies in our history, and 50 to 60 are active at any one time, and as you said, Raza, we’re in 40 out of 50 boardrooms. Our training consists of three things. One is expectation setting and accountability, so people understand the seriousness of what they’re doing and they take it upon themselves to fill in any gaps and train themselves. I think having high expectations of our directors and communicating those very clearly and then holding them accountable is a big, big part of how we drive good board service. [00:23:00]

The second is we tend to give the newer investors in our group an opportunity to serve as an observer under an experienced board member for at least a year so they get a little bit of a sense. A lot of people who are active investors in the early stage community have spent time in their career in a board meeting, but often it’s on the management side of the table, and being an investor board member in a very dynamic, risky, fuzzy, fast moving startup is a different experience. Equipping them to understand those dynamics and serve as sort of an understudy or an apprentice before they get put into a high-pressure situation is the second piece.

And then, of course, the third piece is really traditional training and that consists of training we do before they serve on the board and then ongoing training after they’ve begun. The training we do [00:24:00] before is basically making them read the director’s guidebook that Ham and I wrote, which really covers all of the basics, and we go to great pains to say, “No, we really mean it when we say we want you to read this. Don’t come to the class if you haven’t read it because we’ll know.”

Then we do a class where we give them an opportunity to discuss questions and things that weren’t clear from the book and we take them through a whole layer of sort of pragmatic suggestions on how to get that first meeting successful and how to run a good board and all the things around, just the blocking and tackling, like who’s going to write the minutes, is counsel going to be present, all those kinds of things.

So, that’s the training we do before someone starts, and then once they’re up and running, there’s really a pretty strong continuing learning, continuing corporate education, if you will, in that we get those directors together. And you do a terrific job, Raza, running this [00:25:00] forum, getting those directors together quarterly to talk about issues that they’re facing in their companies, and sometimes we do education around the M&A environment, we’ll do studies, we’ll do postmortems of failures, we’ll do postmortems of particularly successful outcomes, we’ll look at exits, and of course, when you do this long enough, you recognize that most problems fall into a relatively small number of buckets.

It’s been said that all startup problems are people problems and certainly dealing with management and getting management up to their full capability is a very common recurring theme, but there’s a lot of value in just putting those directors in a room and creating space for them to be resources for each other.

Raza: A little while ago, I went through that training myself as an early board member. What struck me the most both about the book and the checklist and the takeaway materials [00:26:00] is the practicalness of it. It is very focused on the type of boards that we are likely to be dealing with, covers day-to-day and important issues. It does cover the theory in our legal responsibilities as board directors, but more important is, what is the insurance, what do I need to look for a startup to have that.

Christopher: The first draft of that book was three times as long because I had come from such a heavy board background, it was like, “Oh, and this and this,” and then what we ended up doing was really trying to pare it down to that essential topics, the startup, the stage-specific kinds of issues, and then I took a lot of the material, like dealing with difficult directors and tips, do’s and don’ts for writing minutes and all those kinds of things and just publish them as separate pieces to make the book more manageable.

Raza: What I really love about the director’s forum is that it’s a confidential safe space for peers to share [00:27:00] learnings, ask each other. As we know that these are issues that don’t have one right answer or sometimes no right answer, and I think it really, really helps to have others in the room to be able to discuss and share that, and as you know, sometimes we also have brought together SWAT teams for particular crisis/ issues in companies to help bolster the governance with more experience. I think it has been a terrific, terrific resource and a community for directors to do their ongoing learning.

Joe: Can you talk a little bit about the overboarding issue with investor board members. I mean, it’s true for every board, but in the investor world, there may be some issues that are even more prominent, I guess.

Christopher: Overboarding as in the board just gets too directed.

Joe: No, no, no, Serving on too many boards. Sorry.

Christopher: Yeah. It’s really an issue in the [00:28:00] VC world and you do sometimes see it in the sort of the early stage world, and I think a lot of people draw some measure of professional pride out of being on a board and they can tend to get a little carried away and take on too many board assignments.

In our experience doing a startup board well, even in a year where it goes pretty well, it’s about a 200-hour-a-year commitment if you really stop and think about it; preparing for meetings; in some cases, traveling for meetings, doing the executive session; if you’re a lead director doing the follow up, making introductions, maybe you’ll help with the hiring; perhaps it’s giving advice around a financing; in the case of a really involved director like myself, that every other week call, it can really add up.

If a typical professional year is 2,000 hours, one startup is 10 percent of your time, and [00:29:00] the person who is overcommitted in terms of startup boards tends to think pretty highly of himself or herself, but they’re actually unprepared, not engaged, difficult to schedule, often late or require a last-minute change to the schedule, need to get a lot of remedial updates on what’s going on in the company before the conversation can start, and tend to be a little bit reductionist, they tend to be a little bit taken with themselves and a little bit disengaged, and that’s a kind of director that isn’t helpful. If you end up with that kind of a director on your board, you’re missing out as a founder, and we tend to be pretty careful about giving a precious board seat away to that profile of director.

Joe: What do you do about it though? When you find that you have someone like that on the board, and this is a question for both [00:30:00] of you actually, what do you do? Because if there are only five seats and one person is, as you suggested, just kind of full of themselves and it’s kind of about them rather than making the business successful, that doesn’t seem like a good dynamic at the boardroom.

Christopher: I know your question was, what do you do if they’re already on the board? I will say we do go out of our way to keep them off the board, and one of the reasons we really prefer to lead rounds is because we want to have a hand in building the board and making sure that we’re giving our CEO all the resources she or he needs to succeed and putting the right people around our management team.

But assuming we get into a situation where we’re co-leading or someone else is leading and somebody pompous ends up on the board, I think I tend to coach the CEO its an opportunity to grow as a leader, make your expectations super clear, cold call the [00:31:00] person. I wrote an entire article series on this about the escalating steps you can take, starting with very discreet, you can go to another director and say, “Hey, I’m having trouble with this behavior. Would you be willing to…” Say something sort of peer to peer, that can be one.

Then if that’s not working, the CEO can go direct to the director and say, “Hey, my expectation is that you’ll be on time and you’ll be prepared and that we won’t have to spend board time going over material,” whatever the case, whatever the problematic behavior is, and then if that quiet behind-the-scenes doesn’t work, you can start to call the person out in a more public way and during a board meeting and say, “Hey, I appreciate the question. I’m going to table it because all that information was covered in the board package, which went out last week and we really don’t have time to bring you up to speed on that. You were expected to have read that before the meeting.” That’s pretty embarrassing to that type of director, and then ultimately, you can escalate [00:32:00] all the way into just saying, “Look, I need to get all five cylinders firing to get the horsepower I need to get this startup rolling down the road as fast as it needs to, and I feel like this board isn’t a good fit for where you are right now and we need a little bit more. We’re going to go in a different direction,” and just get rid of the person. Life is too short to suffer with the wrong people in your boardroom.

Joe: Amen.

Raza: I’ll just add, as Ron Wiseman says, to remind them that being on a board is not an honorific position. It is a real job, it is a real responsibility, and you only take that up if you are going to do that.

Christopher: One of the things that’s worth pointing out, of course, is that if you are, let’s say you’re on three boards, which isn’t that extreme. That’s 30 percent of your time, assuming none of the three companies are in crisis and every startup is in crisis at least once a year, and most crisis, these take two to four months [00:33:00] to fit out, which means if you’re on three boards, there’s always a company in crisis, and anyone who’s like, “Oh yeah, I sit on five boards,” they’re not doing it right because all it takes is one startup board in total crisis to completely blow your calendar to smithereens.

Joe: If you’re not there, you’re not contributing, and who knows where it goes. As you said, you don’t want to be on a board of a company that fails. And if you don’t get that and you’re not willing to work hard to make sure it doesn’t happen, that must be a real rag for everyone else in the room.

Christopher: That’s actually the paradigm through which a lot of our training has done, helping them understand that behavior there is creating liability for you. Do not tolerate being on a board where this occurs, or the package doesn’t go out in time, or they get behind in the minutes, or the minutes are done inappropriately. Trying to help people understand that it’s not a case [00:34:00] of tolerating a quirky personality, it’s everyone’s responsibility to make a board function effectively, and if somebody is paddling in the wrong direction, you all have a responsibility to fix it.

Joe: Yeah, it’s a great, great way to approach it, I think.

Christopher, from your perspective, having really been a participant for quite some time, what is the state of company governance? How is it trending for both public and private companies, and is it getting better? Is it getting worse? Where is it going?

Christopher: Well, you and I talked about this last time we spoke and we had to kind of agree on our vocabulary, because on one level, it is getting better. Boards are more sophisticated. They’re more reflective of the broader population at large. They have more sophisticated tools to stay productive and organized, whether it be a board portal software or Zoom. I can’t tell you the number of times we [00:35:00] sent a courier to Logan to get a board package in FedEx at nine o’clock. We knew the last box you could hit was on the airport tarmac.

Nowadays, you don’t have to fax or FedEx materials, you can distribute them electronically, and so there’s a lot of ways in which boards are more enlightened and have a broader perspective and are more effective, and they have better tools as higher productivity. But if you measure board success in terms of what percentage of the waterfront a board is expected to cover, are they actually covering?

I think that percentage is creeping down, not up, and I think there are issues looming with boards. And part of it is because the waterfront is being defined pretty broadly and maybe unrealistically broadly. For example, regardless of what your politics are, I mean, you recognize that increasingly boards are [00:36:00] being held to account for the ethics and the environmental conscience of a company and boards are increasingly sort of thought of as the gatekeepers of sort of protecting labor and making sure that the employees of a company are treated humanely and appropriately and non-discriminatory fashion and so forth. Boards are now expected to be cybersecurity experts and data security and data privacy experts.

Raza: AI experts.

Christopher: And AI experts, and so I think that there are a lot of really core functions, like making sure the management team is being developed and supported, like making sure that the risk envelope the company is running is appropriately defined in terms of the promises they’re making in their contracts and whether they’re able to support their customers, making sure that the finances are looked at, [00:37:00] reviewed on an agreed upon set of principles are actually audited, making sure that the compensation is appropriate, the sort of audit committee, comp committee, financial controls, the basics sort of used to constitute most of what a board did, and now a board has so many other jobs, it’s really overwhelming a number of things that we expect boards to do and I think that it not only takes away from some of the time that could be spent on the basics, but it creates a whack a mole kind of a mindset in terms of directors.

I don’t know how it works out. These things tend to go in cycles and law review articles get written and things evolve and doctrines like the Revlon duty and so forth, these things come and go, so it’ll probably sort itself out. But right now, I would say the answer to your question is boards are probably better and more productive in a [00:38:00] lot of ways than they’ve ever been and more reflective of society at large and more accessible to different kinds of people and perspectives and so forth, which is terrific.

But I also think they’re stretched way too far, way too thin. There’s too much being expected of them and that a lot of modern boards are a train wreck waiting to happen. It’s like once the train derails and the chemicals are spilled all over the town, then the questions began about who gets fired, who was in charge here, and so I think boards are in a tough phase right now.

Joe: I hope the world gets simpler really soon, because I don’t see how it’s going get easier for boards given the trends that we’re seeing now, but hope springs eternal, so thank you so much for being here today. Christopher, it’s been great speaking with you and we really appreciate you being here.

Christopher: Oh, my pleasure.

It’s not necessarily the most scintillating sounding topic, but there’s a lot of intellectual meat in this governance [00:39:00] area and I feel very fortunate to have been exposed to a lot of these issues as part of my career. It’s an endlessly fascinating area. As Raza will tell you, figuring out what it is that makes a startup successful, if we could only bottle that lightning, we’d be happy investors, but board is a big piece of the recipe.

Joe: Yeah. It’s a big piece in a lot of instances.

And thank you all for listening to On Boards with our guest, Christopher Mirabile.

Raza: Please visit our website at OnBoardsPodcast.com. That’s OnBoardsPodcast.com. We’d love to hear your comments, suggestions, 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 and 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. [00:40:00] Thanks.