Building Great Boards
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1 Building Great Boards March 9, 2016 Dave Berkus
2 Use chat to submit questions Yes, you ll get the slides We re recorded, so come back and listen again
3 Mission: Fuel the success of angel groups and accredited individuals active in in the early-stage landscape World s largest trade group for angel investors o 220+ angel groups o 13,000 accredited investors o Voice of accredited individuals, portals, and family offices 50 US states + Canada Research/ education partner
4 ACA MEMBER GROUPS New Dominion Angels
5 ACA MEMBER PLATFORMS
6 ACA PARTNERS
7 OUR SPEAKER - DAVE BERKUS Hospitality industry visionary - Founder of Computerized Lodging Systems Inc. (CLS), 2 years on Inc. 500 list of America's fastest growing companies 137 investments in early stage ventures - IRR of 97% Manages Berkus Technology Ventures, LLC and two ACE funds for Tech Coast Angels Chairman Emeritus of the Tech Coast Angels Graduate and currently a Trustee of Occidental College Author of Extending the Runway BERKONOMICS series and Get Scrappy Board member 10 private companies; Chairman of 6 and active member of 4 non-profit boards "Director of the Year" - Forum for Corporate Directors Technology Leader of the Year Los Angeles County
8 EXTENDING THE RUNWAY BUILDING GREAT BOARDS THE THREE STAGES IN CREATING HIGH EXIT VALUE DAVE BERKUS (c) 2016 D.W. Berkus 8
9
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11 "IF YOU DON'T KNOW WHERE YOU'RE GOING, YOU'LL WIND UP SOMEWHERE ELSE" Yogi Berra (c) 2016 D.W. Berkus 11
12 TODAY S AGENDA Stage One: Build a great company starting with a great board Stage two: The Five Resources Great Boards Supply, (along with Some tips from experience) Stage three: Planning and executing the liquidity event (c) 2016 D.W. Berkus 12
13 STAGE ONE: BUILD A GREAT COMPANY, STARTING WITH A GREAT BOARD (c) 2016 D.W. Berkus 13
14 AN ENTREPRENEUR S RISKS OF ESTABLISHING A BOARD FOR FIRST TIME Board can hire and fire the CEO Board can influence and control strategy Board can withhold approvals for funding, acquisitions, support of management vision Risk of misalignment of board and management (c) 2016 D.W. Berkus 14
15 STAGES OF A BOARD Early stage no outside investors Advisory more than governance Early stage third party investors Usually dictated by the investment docs Often board stacked with investors Need balance: Management, investors, industry talent Mid-stage Venture round Early investors sometimes pushed off board More care necessary to keep balance (c) 2016 D.W. Berkus 15
16 DUTIES OF A BOARD Provide and monitor resources for company, management Hire, manage or replace CEO Approve executive compensation and all deferred compensation Help CEO shape strategy, vision Ensure health of organization. (c) 2016 D.W. Berkus 16
17 EFFECTIVE BOARDS Provide strategic assets and competitive advantage Pursue elevated purpose / performance Focus on main things & right questions Partner with the entrepreneur / CEO Accept individual responsibility & collective accountability (c) 2016 D.W. Berkus 17
18 LEGAL RESPONSIBILITIES OF BOARD Duty of loyalty Duty of care Duty of good faith Duty of candor Two committees for oversight Audit Compensation (c) 2016 D.W. Berkus 18
19 BUT THE ULTIMATE REMINDER: NOSES IN. FINGERS OUT! (c) 2016 D.W. Berkus 19
20 HOW TO PAY AN EARLY STAGE BOARD: Cash is nice but rare at early stage Stock grants create taxable events Stock options align board with management o 1% over 2-4 years o Non-qualified options (NSO) must be priced at last transaction if one class of stock Time: 1 board meeting a month plus phone time Chairman: Add ½ % if active as CEO coach Consulting fees OK if more days of service. (c) 2016 D.W. Berkus 20
21 ABOUT A BOARD OF ADVISORS: Fills out areas of need company could not afford otherwise Creates a list of known names to validate company vision Allows for convenient way to move persons off corporate board. (c) 2016 D.W. Berkus 21
22 HOW TO PAY ADVISORY BOARD: Stock options typical for standard of service o ¼% to ½% over 2-4 years o Non-qualified options (NSO) must be priced at last transaction if one class of stock If more than two visits and 24 phone calls a year, consulting fees are appropriate OK to offer advisory board members observer rights at selected or all board meetings. (c) 2016 D.W. Berkus 22
23 LEGAL PROTECTION ISSUES: D & O policies cost, limits, coverage, tower, advanceme Exposure of individual board members How to reduce exposure o 409a valuations o Outside legal advice o Conflict of interest (Form 990 for non-profits) o Indemnification agreements o Careful deliberations (Business judgment rule) (c) 2016 D.W. Berkus 23
24 STAGE TWO: THE FIVE RESOURCES GREAT BOARDS SUPPLY, ALONG WITH SOME TIPS FROM EXPERIENCE (c) 2016 D.W. Berkus 24
25 COVERING A COMPANY S RESOURCE Time Relationships Process Context Money NEEDS (c) 2016 D.W. Berkus 25
26 Deliberate over-commitment leads to Time Bankruptcy TIME: (c) 2016 D.W. Berkus 26
27 27 Time: Focus upon what s important first Use vision statement to filter time allocation Think of the cost of quality shortcuts early Bet the farm only when crops are on fire (c) 2016 D.W. Berkus
28 RELATIONSHIPS: Alternative: Going it alone The Board members golden Rolodexes Is a recession time to prune and appropriate? Leveraging these contacts correctly (c) 2016 D.W. Berkus 28
29 PROCESS: Getting from here to there (safely) Inter-relationship with time = efficiency Who or where is the bottleneck? Process as a competitive advantage FedEX The sales process review: Why buy IT? Why buy MINE? Why buy NOW? Helping the CEO craft pricing strategy: Price Quality Service Innovation Elegance (c) 2016 D.W. Berkus 29
30 THE EVERY $3 MIL. CRISIS 30 (c) 2016 D.W. Berkus
31 The A-B-C s of Predictable Recurring Crises 31 FINANCIAL (c) 2016 D.W. Berkus
32 THE EVERY THREE MIL. CRISIS Story of Tony and team (c) 2016 D.W. Berkus 32
33 CONTEXT: Where is the market? Are you flying against the prevailing winds? Pricing Strategy Where there s mystery, there s margin. Are you too soon? Too late? Too soon: Story of yield management for hotels Too late: Story of cell phones in hotel rooms (c) 2016 D.W. Berkus 33
34 MONEY: Never run out of it Triage cash position during these times Demand pull vs. cost push The tyranny of the new office Never use short-term borrowings to pay long-term debt Growth calls for more cash, not less Discipline of the constant cash forecast A-M-D: (c) 2016 D.W. Berkus 34
35 MONEY: A: Accumulate or acquire (product line, breadth of services) M: Marketing or merchandising (expert and diligent use of resources) D: Distribution (adding channels and reinforcing relationships) (c) 2016 D.W. Berkus 35
36 STAGE THREE: PLANNING AND EXECUTING A GREAT EXIT (c) 2016 D.W. Berkus 36
37 HOW MUCH IS THE BUSINESS WORTH? Depends upon.. Stage of product and customer development Dominance and defensibility in market Type of potential buyer identified o Financial o Strategic o Emotional Appearance of quality in management, accounting and operation Competition among potential buyers (c) 2016 D.W. Berkus 37
38 Exercise: Finding buyers Matrix method Candidate acquirer What they want What we want Likelihood (1-10) Company 1 Our distribution Their R&D 7 Company 2 Our product Their money 8 Company 3 Our distribution Combine ops for cost Company 4 Our distribution Their money 8 6 (c) 2016 D.W. Berkus
39 METHODS OF VALUATION 1. Multiple of revenues (1/2 to 4x) 2. Price / earnings ratio (5 to 30) 3. Free cash flow (5-8x available cash) 4. Book value (1-3x) 5. Liquidation or salvage value (floor value) 6. Replacement value (c) 2016 D.W. Berkus 39
40 METHODS OF VALUATION (2) 7. Similar company transactions 8. Recent same-company transaction price (share sales, ERISA, ESOP) 9. Internal rate of return (discount future to present) 10. Comparable public company valuations 11. Then there is (c) 2016 D.W. Berkus 40
41 THE BERKUS METHOD Too simple to ignore Or valuation for simpletons Widely published and quoted For very early stage companies (c) 2016 D.W. Berkus 41
42 THE BERKUS METHOD Four elements, each with $500,000 max: 1. Attractiveness of core business to buyer 2. Good management team in place 3. Strategic alliances of value 4. Completed product or prototype 5. (and sometimes) Revenue (c) 2016 D.W. Berkus 42
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44 FINAL THOUGHTS When something happens, The first question is WHERE WAS THE BOARD? (c) 2016 D.W. Berkus 44
45 AND THE $64 MM QUESTION: Is the board adding as much value to the company as it could? (c) 2016 D.W. Berkus 45
46 You must learn 46 from the mistakes of others. You can t possibly live long enough to make them all yourself. - Sam Levenson (c) 2016 D.W. Berkus
47 "A NICKEL AIN'T WORTH A DIME ANYMORE" Yogi Berra (c) 2016 D.W. Berkus 47
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49 (c) 2016 D.W. Berkus 49
50 THANK YOU! UPCOMING WEBINARS March 23, 2016: Beginners Guide to Term Sheets Audience Questions April 13, 2016: Angel Investing Strategies Finding and Maximizing Returns Webinar programs archived at: vents/webinars/
51 ADDITIONAL RESOURCES Marianne Hudson Executive Director Angel Capital Association Christopher Mirabile Managing Director, Launchpad; Board Chair, Angel Capital Association ews-forbes/ ews-inc/
52 UPCOMING ACA EVENTS March 9-10, 2016, NW Regional Meeting, Seattle, WA April 5, 2016, New England Regional Meeting, Waltham, MA May 9 11, 2016, ACA Summit, Philadelphia, PA
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