Comment on Political versus Corporate Leadership, Part II: Admitting Mistakes

My colleague Mike Mayor writes:

So you’e only asking for politicians to be honest Matt? Is that all? 🙂

Couldn’t agree more on the CEO side. A CEO who cannot admit to failure is doomed to be surrounded by “yes men” and, therefore, must go it alone, whereas the CEO who admits to having the odd bad idea every now and then is more likely to get truthful and accuruate information from those around him/her. Which scenario would you prefer to base your next decision on?

However, I look more to Hollywood for fostering the faux CEO/Board Room stereotypes, not politics. Look no further than the highest ranked show among 18 to 46 year olds: The Apprentice. Trump is just one contemporary example of successfully perpetuating the “kill or be killed” mentality of the ideal CEO. In his book, “How to Get Rich” one of his lessons is to “never take the blame for anything” (meanwhile Trump gets rich by being a caricature of a CEO).

The ideal CEO needs to set the example for the behavior of his employees, and creates opportunities by building relationships not “squashing the competition.” And like it or not, the ideal Board Room is actually a Think Tank of great minds working toward a common goal rather than a place to play mind games and mental poker.

Unfortunately, both of these things make for a horrible TV show but do contribute to building truly great companies! On the other hand, watch too many TV shows (or follow the politician’s lead) and you’ll likely become a CEO whose success is comparable to the CEOs of Enron and Tyco.

This is another in a series of postings that relate to Fred’s and Brad’s various postings about venture capital funding. (Please note I have added an 11th item in response to a comment by Jack Sinclair, Return Path’s VP of Finance and my partner in crime on all transactions for the past five years.)

I think the most important part of the venture financing process is negotiating the term sheet. Although they’re only 2-3 pages long, term sheets contain summaries of all the critical aspects of a financing, and once they’re signed, the remainder of the financing process is significantly more “automatic.” Based on the financings I’ve seen and worked on – both as a VC and as an entrepreneur – my Top 10 (now 11) biggest takeaways for entrepreneurs are as follows (not in any particular order):

1. Get a good lawyer. I mean a really good one. Not just one who you are comfortable with and who is productive and doesn’t charge you too much (as Brad says, your wife’s brother’s friend’s neighbor), but one who knows venture financings like the back of his or her hand. They’re out there, many of them have worked on both sides of these transactions – for VCs and for entrepreneurs, and they can save your ass. No matter how many deals you’ve worked on, your lawyer has worked on more of them. Return Path’s lawyer, David Albin from Finn Dixon & Herling, is great if you need one.

2. Focus on terms that matter, otherwise known as Pick your battles. A typical VC term sheet will have at least 20 terms spelled out in it. There are only a few that really matter in the end, although you should at least make sure your lawyer is comfortable that the others are reasonable and somewhat standard. Spend time on valuation, the type of security, the option pool, Board composition, and your own compensation and rights.

2a (new). Sacrifice valuation for a clean security. Everyone always thinks that price/valuation is the most important thing to maximize in a deal. However, the structure of the security can be much more important in the long run. Whether the VCs buy 33% of your company or 30% of your company is much less important than having a capital structure that’s easy for an outsider to understand and want to join (e.g., investment banker or later-stage VC).

3. Always have a BATNA (Best Alternative to a Negotiated Agreement – a fancy way of saying Plan B). This is probably the most important piece of advice I can offer, and it extends to any negotiation, not just term sheets. If you have two or three VCs who are interested in funding you, I can guarantee you will end up with better terms from the highest quality investor in the group if you play the negotiation well. If you have one term sheet, you have zero leverage in your negotiation. Yes, you will spend 2-3x the amount of time on the process, but it’s well worth it.

4. Be prepared to pay up for high quality investors. There is a world of difference between good VCs and bad VCs (both the individual partners and the firms) that will ultimately have a lot to do with how successful your company can become. The quality of your VC isn’t more important than the quality of your product or your team, but it’s right up there. But – and this is an important but – you should expect to “pay” for quality in the form of slightly weaker terms (whether valuation or type of security). This is where having a BATNA really comes in handy.

5. Ask for references. Don’t be shy – prospective VCs are checking up on you…you have every right to do the same with them. Ask them for references of CEOs they’ve worked with. Ask them for a CEO they’ve had to fire as a reference. The good ones will give you the full roster of everyone they’ve ever funded and tell you to call anyone. The bad ones will give you two names and ask for time to prep them ahead of time.

6. Don’t let the VC get away with negotiating a point by saying “we always do it this way.” That’s just not true. VCs may have a preferred way of doing deals or handling a specific term, but every deal they’ve ever done is different, and they know it. If there’s a compelling reason for them to insist on a particular term, you have the right to hear it (if it’s important to you).

7. If you have multiple investors in the syndicate, insist on a single investor counsel and a lead investor. This is essential to (a) protect your sanity, and (b) prevent you from paying zillions of dollars in legal fees. You have to make the VCs stick to it, though – they can’t come back and re-trade the deal after it’s been negotiated. This is also helpful in getting a syndicate cooperating with each other and aligning the members’ interests, particularly if it has investors who have participated in different rounds of the company’s financing. Do expect to play moderator constantly throughout the process, however, to ensure that it goes smoothly.

8. Try do deal in advance with follow-on financings. When an investor doesn’t participate in a follow-on financing, it creates a total nightmare for you. Other investors will want to punish their wayward colleague and can create massive collateral damage in the process to common shareholders and management. Just as VCs will insist on something called “pre-emptive rights” (the right to invest in future financings if they want), you and your lawyer should insist on some protection in the event that one of your investors abandons you when you are raising more capital.

9. Handle the term sheet negotiation carefully. Whether it’s an initial round or a follow-on round, how you handle yourself in this negotiation sets the tone for the next stage of your relationship with the VC. The financing is the line of demarcation between you and the VC courting each other, and the VC joining your board and effectively becoming your boss.

10. Finally don’t forget to say thank you at the end of the process. Whether you send a formal email, a handwritten note, or a token gift, be sure to thank your VCs after a financing. They’re putting their butt on the line for your company, they’re investing in YOU, and they’re making it possible for you to pursue your dream. That deserves a thoughtful thanks in my book.

Sorry for the long posting. The next one or ones in this series will be on valuation, preferences, and “Venture Capital deal algebra.”

And here I am. In the middle of that “once.” Fred Wilson wrote a great posting by that title on his blog, and it has stuck with me. When I decided to start a blog, it was the first thing that came to mind as a main theme for the blog, so there you go. Only Once it is.

I’m not entirely sure why I’m doing a blog. Part of it is fascination with the newest corner of the Internet and its related areas like RSS (clicking on that link will get you the RSS feed of this blog). Part of it is to try out the medium and see how it might work for the hundreds of marketers and publishers who are my company’s clients. I suppose part of it is to generate some interest in my company, Return Path, which in my extremely biased opinion is one of the most interesting companies in the email services business.

My one hesitation about starting a blog is that the other part of me feels like blogs are a bit narcissistic, and I can’t imagine who on earth would want to read whatever it is that pops into my head. But I’ll give it a try and promise not to go overboard on the extraneous postings.

So, I will probably post periodically about experiences of an entrepreneur, of the one time I’ll ever be a first-time CEO. But I may also post on other things periodically that match my interests: book reviews, travelogs, Princeton, great wines, maybe even the occasional political commentary to prove to my predominantly New York friends that (a) not all Republicans are bad, and (b) not all Jewish New Yorkers are Democrats.

So, here we go…enjoy!

Keeping It All In Sync?

I just read a great quote in a non-business book, Richard Dawkins’ River out of Eden, Dawkins himself quoting Darwinian psychologist Nicholas Humphrey’s revolting of a likely apocryphal story about Henry Ford.  The full “double” quote is:

It is said that Ford, the patron saint of manufacturing efficiency, once

commissioned a survey of the car scrapyards in America to find out if there were parts of the Model T Fird which never failed. His inspectors came back with reports of almost every kind of breakdown:  axles, brakes, pistons — all were liable to go wrong. But they drew attention to one notable exception, the kingpins of the scrapped cars invariably had years of life left in them. With ruthless logic, Ford concluded that the kingpins on the Model T were too good for their job and ordered that in the future they should be made to an inferior specification.

You may, like me, be a little vague about what kingpins are, but it doesn’t matter. They are something that a motor far needs, and Ford’s alleged ruthlessness was, indeed, entirely logical. The alternative would have been to improve all the other bits of the car to bring them up to the standard of the kingpins. But then it wouldn’t have been a Model T he was manufacturing but a Rolls Royce, and that wasn’t the object of the exercise. A Rolls Royce is a respectable car to manufacture and so is a Model T, but for a different price. The trick is to make sure that either the whole car is built to Rolls Royce specifications or the whole car is built to Model T specifications.

Kind of makes sense, right?  This is interesting to think about in the context of running a SaaS business or any internet or service business.  I’d argue that Ford’s system does not apply or applies less.  It’s very easy to have different pieces of a business like ours be at completely different levels of depth or quality.  This makes intuitive sense for a service business, but even within a software application (SaaS or installed), some features may work a lot better than others.  And I’m not sure it matters.

What matters is having the most important pieces — the ones that drive the lion’s share of customer value — at a level of quality that supports your value proposition and price point.  For example, in a B2B internet/service business, you can have a weak user interface to your application but have excellent 24×7 alerting and on-call support — maybe that imbalance works well for your customers.  Or let’s say you’re running a consumer webmail business.  You have good foldering and filtering, but your contacts and calendaring are weak.

I’m not sure either example indicates that the more premium of the business elements should be downgraded.  Maybe those are the ones that drive usage.  In the manufacturing analogy, think about it this way and turn the quote on its head.  Does the Rolls Royce need to have every single part fail at the same time, but a longer horizon than the Model T?  Of course not.  The Rolls Royce just needs to be a “better enough” car than the Model T to be differentiated in terms of brand perception and ultimately pricing in the market.

The real conclusion here is that all the pieces of your business need to be in sync — but not with each other as much as with customers’ needs and levels of pain.

The Best Place to Work, Part 7: Create a Thankful Atmosphere

My final installment of this long series on Creating the best place to work (no hierarchy intended by the order) is about Creating a thankful atmosphere.

What does creating a thankful atmosphere get you?  It gets you great work, in the form of people doing their all to get the job done.  We humans – all of us, absolutely including CEOs – appreciate being recognized when they do good work.  Honestly, I love what I do and would do it without any feedback, but nothing resonates with me more than a moment of thanks from someone on my exec team or my Board.  Why should anyone else in the organization be any different?

This is not about giving everyone a nod in all-hands by doing shout-outs.  That’s not sustainable as the company grows.  And not everyone does great work every week or month!  And it’s not about remembering to thank people in staff meetings, either, although that’s never bad and easier to contain and equalize.

It is about informal, regular pats on the back.  To some extent inspired by the great Ken Blanchard book Whale Done, and as I’ve written about before here, it’s about enabling the organization to be thankful, and optimizing your own thankfulness.

Years ago we created a peer award system on our company Intranet/Wiki at Return Path.  We enable Peer Recognition through this.  As of late, with about 350 employees, we probably have 30-40 of these every week.  They typically carry a $25 gift card award, although most employees tell me that they don’t care about the gift card as much as the public recognition.  Anyone can nominate anyone for one of the following awards, which are unique to us and relevant to our culture:

• EE (Everyday Excellence) -is designed for us to recognize those who demonstrate excellence and pride in their daily work.
• ABCD (Above and Beyond the Call of Duty) -is designed for us to recognize the outstanding work of our colleagues who go Above and Beyond their duties and exemplify exactly what Return Path is about
• WOOT (Working Out Of Title) -is designed for us to recognize those who offer assistance that is not part of their job responsibilities.
• OTB (On The Business)-is about pulling ourselves out of day-to-day tasks and ensuring we are continually aligned with the long-term, strategic direction of the business.  We make sure we’re not just optimizing our current tasks and processes but that we’re also thinking about whether or not we should even be doing those things.  We stop to think outside of the “box” and about the interrelationship between what we are doing and everything else in the organization.  In doing so, we connect the leaves, the branches, the trunk, the roots and soil of the tree to the hundreds of other trees in the forest.  We step back to look at the big picture
• TLAO ( Think Like An Owner)-means that every one of us holds a piece of the Company’s future and is empowered to use good judgment and act on behalf of Return Path.  In our day-to-day jobs we take personal responsibility for our products, services and interactions.  We spend like it’s our own money and we think ahead.  We are trusted to handle situations like we own the business because we are smart people who do the right thing.  We notice the things happening around us that aren’t in our day-to-day and take action as needed even if we’re not directly responsible
• Blue Light Special  is designed for us to recognize anyone who comes up with a clever way to save the company money)
• Coy Joy Award is in memory of Jen Coy who was positive, optimistic and able to persevere through the most difficult of circumstances.  This award is designed to recognize individuals who exemplify the RP values and spread joy through the workplace.  This can be by going above and beyond to welcome new employees, by showing a high degree of care and consideration for another person at RP, by being a positive and uplifting influence, and/or making another person laugh-out-loud.
• Human Firewall is awarded if you catch a colleague taking extra care around security or privacy in some way, maybe a suggestion in a meeting, a feature in a product, a suggestion around policy or practice in the office.

In the early days, we read these out each week at All-Hands meetings.  Today at our scale, we announce these awards each week on the Wiki and via email.  And I and other leaders of the business regularly read the awards list to see who is doing what good work and needs to be separately thanked on top of the peer award.

Beyond institutionalizing thanks…in terms of you as an individual person, there are lots of ways to give thanks that are meaningful.  Some are about maximizing Moments of Truth.  Another thing I do from time to time is write handwritten thank you notes to people and mail them to their homes, not to work.  But there are lots of ways to spend the time and mental energy to appreciate individuals in your company in ways that are genuine and will be noticed and appreciated.  To some extent, this paragraph (maybe this whole post) could be labeled “It’s the little things.”

That’s it for this series…again, the final roundup for the full series of Creating the Best Place to Work is here and individual posts are here:

1. Surround yourself with the best and brightest
2. Create an environment of trust
3. Manage yourself very, very well
4. Be the consummate host
5. Be the ultimate enabler
6. Let people be people
7. Create a thankful atmosphere

Anyone have any other techniques I should write about for Creating the Best Place to Work?

How Do You Eat an Elephant?

Credit to my colleague Chuck Drake for this one…but How Do You Eat an Elephant?  One Bite at a Time.  The David Allen school of time management (post, book)  talks about breaking your projects down into “Next Actions” so they don’t become overwhelming and can easily move forward one step at a time.

I think the same is true of organizational projects – perhaps even more so.  Any time we find ourselves swirling around a big initiative at Return Path, we are at our best when we ask ourselves some questions along these lines:

• How can we be scrappier about this?
• It it ok to be messy here…or at least not perfect?
• What is the next milestone?
• What else needs to be done until we learn the likely outcome?

We had a great example of this recently around rolling out a new product to our sales and service team.  The team is now pretty large – over 100 globally.  It was a daunting task to try to get all those people trained up at once.  The answer?  We took a bite out of the elephant.  We picked a couple of sales reps and a couple of account managers and started by training them on the new product.  Now we can figure out how to institutionalize learnings from the limited roll-out and figure out the next step from there.  Much easier than what otherwise would have been a pretty high-stakes project without enough learnings behind it, even though it will take a little longer and be a little messier.

Unknown Unknowns

A friend of mine just emailed me and asked how I collect feedback from the Board after Board meetings. I have a good routine for this which I wrote about a little bit here but have since expanded.

First, we are disciplined about leaving an hour at the end of the board meeting for the following three things :

• Executive session – directors only, including me – sometimes I’ll have my CFO Jack come for a few minutes at the beginning, depending on the topics. The topics can be about people on the team, or things I’m concerned about that I didn’t want to talk about with observers and team present. I tee up any topics in a separate memo that I send only to board members when I send the main board book out. My board meetings are very inclusive – lots of team members and observers present, so it’s good to have this time available case the Board wants to talk more openly with me about something or ask questions they didn’t feel like asking with the broader group in the room.
• Closed session – I leave, so I give non-management directors an opportunity to talk about any issues related to me.
• CEO Debrief – I ask one director to take notes for me during Closed Session, then that person calls me back in to debrief anything.

All three of these are important, and it’s important to do them every meeting, even if you don’t have any specific issues to discuss. That way, no one freaks out (including you) if suddenly and unexpectedly, there’s a part of the meeting to which they’re not invited.

The key to this is really leaving time for it. Now that board meetings are often on Zoom, a lot of CEOs have shrunk the time to 2-3 hours to avoid Zoom fatigue, but that doesn’t usually leave a full hour for this end-of-meeting routine. Finish your main meeting, give everyone 10 minutes to breathe, then come back for the final three steps of the meeting.

Then, I use this form after every meeting, which was a suggestion from Fred a few years back (not here or here, though these are also really good posts he wrote on this topic). I sent it during Executive Session and ask people to fill it out immediately after the meeting while things are fresh in their minds.

Quick, easy, effective. You should never finish a Board meeting and have no idea how it went.