Venky Ganesan, Partner at Menlo Ventures Naomi Pilosof Ionita, Partner at Menlo Ventures

1. How to Construct and Manage Your
Board for Maximum Benefit
Venky Ganesan, Partner at Menlo Ventures

2. © Menlo Ventures 2018 | Confidential
Structuring a VC-backed company board
Board composition
Best practices for managing a board
Today’s Agenda
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3. Structuring a VC-Backed Board
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4. Board Composition by Stage
Growth or
Later
Series A Series B Series C
4 ©2018 Menlo Ventures. Confidential.
Pre-Venture
Round
• Founders on board • 2 Common
• 1 Preferred
• 1 Independent
• 2 Common (inc.
CEO)
• 2 Preferred
• 1 Independent
• 2 Common (inc.
CEO)
• 2 Preferred
• 2 Independent
• 2 Common (inc.
CEO)
• 3 Preferred
• 3 Independent

5. © Menlo Ventures 2018 | Confidential5
General Principles
1
Never have more than 3 VC’s on board
Move toward independents
Common board control is a red herring

6. Board Composition

7. Being on a Board is about a “Very Particular Set of Skills”
Members must have duty of loyalty and duty of care ---- not about status or power signaling!
7 ©2018 Menlo Ventures. Confidential.

8. © Menlo Ventures 2018 | Confidential
Member Ingredients
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Know-how to be a
good board member
Additional network
or connections to
board
Understand the duties
of a board member
Specific skills
and domain
expertise
Qualifying questions to ask

9. Board Needs Change Over Time
GROWTHEARLY PRE-IPO
Product
Market Fit
Scale
and
Execution
Audit, Compliance
and
Governance
9 ©2018 Menlo Ventures. Confidential.
Different horses for different courses
Boards do not always scale and need to be periodically upgraded/refreshed

10. Board Best Practices

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Top Tips
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Timing Composition
• Send deck 3 days before board meeting
• Pre-reading is essential so the board
can come prepared to discuss
• Consider briefing sessions with board
members in advance to avoid surprises and
gather early feedback
• Board meetings should be no longer than 3
hours
• Two major components:
• Reporting – past performance and
future forecasts
• Board Input – discussion on major
decisions/subjects
• Send a 1-page CEO letter in addition to the
deck, capturing CEO thoughts
• Between board meetings, send monthly
email with performance updates

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Sample Board Format
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CEO
Summary
15 Minutes
Operational
Updates
60 Minutes
Key Board
Input
45 Minutes
Financials
15 Minutes
Minutes and
Approvals
15 Minutes
CEO Session
15 Minutes
Non-Mngmt.
Session
15 Minutes
• Includes
review of key
decisions and
action items
from last
board meeting
• Functional
(Sales,
Marketing,
etc.)
• Operating
Plan
• Meaty topic
where board
insights matter
• Sales
Productivity
• Partnerships
• Marketing
• New Initiatives
• Results and
commentary
• Updated
projections
• Stock options
• Major
Expenses
• Hires
• Just CEO and
the board
• Just the board
without any
management

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A good board relationship means that management
owns the “Income Statement” (operational
performance) and the Board helps manage the
“Balance Statement” (fundraising and strategic
decisions)
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