Category Archives: Startups

Why I’m Joining Balderton as an Executive-in-Residence (EIR)

I’m thrilled to announce that I’ll be joining Balderton Capital on a part-time  basis to work with the firm and its portfolio companies on topics related to enterprise software, strategy, go-to-market, marketing, and SaaS metrics.  You know, my usual stuff.  In addition, I expect to do some more VC-style work such as helping with diligence, sourcing, best practice sharing, thought leadership, portfolio-company events, and maybe even expressing the odd opinion on how to best message and position the (already well positioned) firm.  Once a marketer, always a marketer.

The Why Behind the Move
So why did I decide to do this?

  • The people.  I’ve been highly impressed with everyone I’ve met at Balderton and believe they have built one of the top VC firms in Europe.  In particular, this opportunity gives me the chance to work again with my old boss, Business Objects founder and Balderton managing partner, Bernard Liautaud. Without singing his praises to excess, let’s just say that there aren’t many people in the world who have founded an enterprise software company, took it to $1B+ in revenues, then co-founded a second company (Dashlane), turned that company into a unicorn, and followed all that with a highly successful second career in venture capital. It’s enough to make you feel like an underachiever.
  • The work.  I very much enjoy doing all the things that Balderton wants (see below) and relish the opportunity to do my two absolutely favorite things:  teaching and learning.  I’ll spend time sharing what I’ve learned over the past 30 years in enterprise software all while simultaneously learning a ton from the Balderton team and their portfolio company executives.  As Steve Jobs said:  “learn continuously, there’s always one more thing to learn.”  The best way to learn is to surround yourself with great people and challenge each other.
  • The chance to help European companies.  With nine years experience at Business Objects (five of those based in Paris), nearly five years serving on the board of Paris-based Nuxeo, and my fairly recent appointment to the board of Tallinn-based (Estonia) Scoro, I have significant experience in both Silicon Valley and in Europe, enjoy bridging between the two, and have always been interested in the challenges faced by European companies launching and growing in the US and other global markets.  And if helping those companies involves the occasional trip to a farmhouse in Oxfordshire or the Luberon, well that’s just a sacrifice that I’m prepared to make.

What is an EIR Anyway?  Typically, Entrepreneur-in-Residence
EIR typically stands for entrepreneur-in-residence, a pretty varied role itself, but one whose core is this:  the entrepreneur-in-residence wants to return to an operating role and works on a mid-term basis at a VC firm, helping with what needs to be done while watching the deal flow and hoping to find an appropriate company (possibly in formation) that they can either join as a co-founder or as an executive, often CEO.   Sometimes startup CEOs (particularly non-founders) think of this type of EIR as “CEOs-in-waiting” and approach them cautiously as a result.  This is not the kind of EIR role that I’ll be doing.

The Other Kind of EIR:  Executive-in-Residence 
The less common use of EIR is as an acronym for executive-in-residence.  This is what I’ll be doing and the premise is different. An executive in residence typically is an experienced C-level executive who is looking to “stay in the game” but who is not seeking a full-time operational or venture capital role.  They’re typically looking:

  • To keep working, but not with heavy demands of a startup C-level executive
  • To get exposure to the inside of venture capital (often after having worked at VC-backed startups for decades)
  • To give back to entrepreneurs and startup executives by sharing their hard-won lessons
  • To find prospective companies for ongoing advisory or board roles
  • To find investment opportunities either through the VC funds themselves and/or through co-investment opportunities alongside them.

Basically, if the entrepreneur-in-residence is looking for their next gig and wants to spend 6-18 months looking at high-quality deal flow to find it, the executive-in-residence is looking to stay active, give back to the startup community, and find a few high-quality board or advisory roles in the process.  I have several friends, including Max Schireson at Battery, who do executive-in-residence roles and quite enjoy the depth and variety of the assignment.

What, Where, and How Much?
I expect the work to fall into two buckets, composed of the following:

  • Advising portfolio companies on strategy, go-to-market, marketing, planning, and SaaS metrics as well as on more CEO-specific subjects like board management and organizational development.
  • Supporting Balderton on diligence, sourcing, best practice sharing, thought leadership, portfolio-company events, and marketing.

In terms of location, part of the point is to bridge between Silicon Valley and Europe, so I will continue to be based here in Silicon Valley, but I do expect — as Covid hopefully gets back in control — to build up to periodic trips to Europe.

Regarding time and commitment, this is a part-time engagement.  While I expect it to be my largest single engagement, I also expect to have more than enough time to keep working with my existing advisory and board companies, and even take on a few more as those invariably ebb and flow over time.

I am very excited to be starting this new role.  My only regret is joining after the Patagonia branded vest ban.  Hopefully, Balderton has an XXL left over.

See you around the blockchain.

The Triangle of Director Protections: D&O Insurance, Indemnification Agreements, and Charter Provisions

A corporate lawyer friend once told me to think about director protections as a triangle with three legs [1]:

  • D&O insurance, which stands for directors and officers insurance (and with which most people are familiar)
  • Indemnification agreements (with which some people are familiar)
  • Charter provisions (with which it seems almost nobody is familiar)

Why does this matter?  If you want to attract strong, experienced individuals to your board of directors, they are going to ask your company to provide reasonable and standard protections from potential liability associated with that work [2] [3].  The same holds true for corporate executive officers, though they are often less aware of the exposure.

And, by the way, as a founder/CEO you should want to protect yourself.

My goals for this post are to:

  • Put this topic on your radar, framed not just as “D&O insurance” but the “whole package” of director protections (i.e., the “triangle”)
  • Share what I’ve learned as a brief introduction and provide links to more authoritative posts (e.g., from law firms)
  • Remind you to seek legal counsel in addressing director and officer protections because the topic gets complicated fast, as the embedded links below demonstrate.

D&O Insurance
Most startups purchase some sort of D&O insurance fairly early in their evolution; VCs often require it.  Per this The Hartford post, “D&O insurance protects the personal assets of corporate directors and officers, and their spouses, in the event they are personally sued by employees, vendors, competitors, investors, customers, or other parties, for actual or alleged wrongful acts in managing a company.”

Woodruff Sawyer outlines Eight Reasons Private Companies Should Buy D&O Insurance:

  • Attracting new directors
  • VC requirements
  • Emerging risks
  • Regulatory exposures
  • Bankruptcy
  • M&A
  • Shareholder lawsuits
  • IPO considerations

Per this site, startups typically purchase between $1M and $3M in coverage and the median annual cost of a policy is $3,800 for companies having raised <$5M, $9,600 for those having raised between $5M and $20M, and $17,000 for those having raised >$20M.

Despite the acronym proximity, D&O should not be confused with E&O (errors and omissions) insurance, which protects your company from lawsuits claiming mistakes in professional services, and which many startups also often purchase.  Beyond the scope of this post, Silicon Valley Bank has a nice overall startup insurance primer, Everything Founders Should Know about Protecting Their Property, that also discusses business property and general liability insurance, employment practices liability insurance (EPLI), and with links to other types of commonly purchased insurance.

Indemnification Agreements
In my experience, indemnification agreements are important, but generally less well understood than D&O insurance.

Let’s start with defining indemnification.  Per this Cornell Law site:

To indemnify another party is to compensate that party for losses that that party has incurred or will incur as related to a specified incident.

So, in our context, indemnification means that if a director is sued as a result of their work with the company that the company will compensate them for any losses they sustain as a result.

An indemnification agreement is a contract that specifies that, provided the director meets a minimum standard of conduct (e.g., acted in good faith, acted in a manner reasonably believed to be in the company’s best interests, had no reasonable cause to believe they were acting illegally), the company will defend the director against the cost of certain claims, including legal fees, litigation awards, and settlement costs [4].  For an example, see this model indemnification agreement from The National Venture Capital Association (NVCA) [5], which provides a detailed introduction in its preface as well as detailed in-line comments.

As with all things legal, the devil’s in the detail on indemnification agreements.  Some of the bigger issues include:

  • Advancing expenses.  There’s paying your costs at the end of the process and then there’s paying them along the way.  To understand the need, imagine a case that costs $250K to defend over four years.
  • Specific circumstances.  In the indemnification mandatory or permitted?  Does it apply to all claims or only certain types?  What are the procedures and default presumptions to determine if the director is entitled to indemnification on any given case?
  • Duration.  Is the indemnification only for active directors? What if a director no longer serves on the board, but is sued in a claim related to work done in the past when they were active?
  • Choice of counsel.  If the company’s paying, does it get to pick the law firm?  What if the director wants to hire the most expensive firm in town?
  • Pathological cases.  I’m not 100% sure about this one, but I love corner cases so — what if the company is suing the director?  Does it have to indemnify them in that case as well?

When it comes startups, it’s important to remember the Achilles’ heel of indemnification: an indemnification agreement is only as good as the company’s ability to pay.  In situations where a startup goes “cash out” (as in, out of cash), that ability is zero.  Hence the need for the full triangle of director protections, including D&O insurance.

Charter Provisions
The last leg of our triangle is Charter provisions.  A corporate Charter, also known as a company’s Articles of Incorporation, is a document that establishes the existence of a corporation, is filed with the government, and that lays out the major components of a company including its objectives, structure, and planned operations.

When it comes to director protection, I believe the best practice is for the Charter to contain both (a) exculpatory charter provisions that limit or eliminate directors’ personal monetary liability and, (b) indemnification language that says the company will provide directors with the fullest indemnification allowed by law (e.g., “indemnification to the fullest extent permitted by [Delaware] law.”)

Apparently, a certain amount of indemnification is automatically provided by statute (in some states) and the “fullest indemnification allowed by law” language supplements that where necessary, allowing any specific indemnification agreements to kick in [6].  I know this point is technical, but I also know that the corporate lawyers with whom I’ve worked emphasize that D&O alone is not enough, you need to look at the whole triangle of director protections — and that Charter provisions are one leg of that triangle.

I hope you enjoyed this rather in-depth primer and that I successfully put this issue on your radar.  If you’re unsure about where your company stands on director (and officer) protection, you should give your lawyers a call.  I’m sure they’d love to hear from you.

List of Best Links I Found
I did a lot of web surfing to support this post.  Many of the pieces I found were not focused on a given subtopic, but the whole thing.  That’s good to the extent my primary argument is “look at the whole package,” but it was bad for my hyperlinking because it was, e.g., hard to find articles that discussed indemnification agreements without also discussing charter provisions.  Ergo, I recommend using control-F to scan through these articles if you are looking for one specific topic of interest.  In rough order of accessibility:

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Notes

[1]  I am not a lawyer; just a business person doing his best to try and figure things out and share what I’ve learned along the way.  See my FAQ and the blog’s license agreement for additional disclaimers as well.

[2] I am writing about for-profit enterprises, though those interested in non-profit boards also face potential liability issues.

[3] I have skin the game here; I serve on the board of directors of several companies.

[4] There is an argument that startup executive officers who are not directors should also have an indemnification clause in their employment agreement.  See your lawyer for more.

[5] The NCVA provides a great collection of model legal documents, including a voting agreement, a term sheet, a stock purchase agreement, and many others.

[6] I am at/beyond my legal depth here.  All I know is you should ask your lawyer what needs to in the Charter to provide for maximum director protection.  See the Skadden Arps two-part series linked above for more detail on this specific topic.

Appearance on the “Yes, And Marketing” Podcast

A few days ago, Steve Pockross released a new episode of his Yes, And Marketing podcast on which he interviews a series of “eclectic and enlivening” marketers where “your weird shower thoughts and disparate liberal arts references take a road trip.” I was last week’s featured guest, and I don’t think the episode fails to deliver on its rather unusual promise.

Steve posted a nice summary of the session which lays out the topics we discussed including:

  • A rambling introduction where we talked about the Grateful Dead as related to marketing and business models, the philosophy of math and Russell’s paradox, the linkage between mysticism and quantum mechanics, the art of the proper French dinner, an unlikely similarity between geophysics and marketing (inverse problems), the quote from A Christmas Carol that most applies to upwardly mobile CMOs (“mankind was my business”), Gad Elmaleh, The Three-Body Problem trilogy, and stuff like that.
  • Imposing simplicity, a critical duty for all marketers
  • The two archetypal marketing messages, Bags Fly Free and Soup is Good Food.
  • Long vs. short copy and how to correctly apply David Ogilvy’s “long copy sells” adage.
  • Content marketing, and when to write C+ deliverables vs. A+ deliverables, and how to be explicit about that in planning.  (Lest you end with straight Bs.)
  • What to look for in a CMO for a startup, particularly if they’re potentially joining from a large company and you’re worried they may struggle in a startup environment.
  • Aligning sales and marketing, a perennial favorite topic, but this time both from the CMO and the individual marketer perspective.
  • The importance of rigorous definitions in messaging, and how you can use them to turn gray messages into black-and-white messages.
  • Walking the benefits stack by repeatedly asking “so what?” and not being afraid to do so.
  • Never forgetting the kiss, i.e., the ultimate benefit from the point of view of the customer, in your marketing.

Thanks to Steve for having me, to Crispin Read for referring me (his episode is well worth a listen), and to all of you who find the time to listen.  While I’ve been doing a  lot of podcast interviews of late, like the Grateful Dead, I promise that each show is different.  And this one’s a barn burner.

Core SaaS Metrics Interview at SaaSBoomi Now Available on the Orbit Shift Podcast

I recently gave a presentation at SaaSBoomi, an India-based SaaS founder community, which was structured as an interview by Evangelist at Freshworks for Startups, Jayadevan P K (aka, JPK).

In the interview I answer the following questions:

  • How do you look at ARR (Annual Recurring Revenue) and its relation to the valuation of a company?
  •  What else is a company’s valuation dependent on?
  • You place a lot of importance on NDR (Net Dollar Retention). Why is that?
  • What’s a good way to look at NDR for early-stage companies? Anything below 100 is bad, but what’s a good thing?
  • Talk to us about NPS (Net Promoter Score). Why is it important? When should you start tracking it? And what are some of the pros and cons of tracking NPS?
  • Talk to us about the culture of metrics. What are some of the best practices, and what are some things you should avoid while tracking metrics?
  • What’s your view on churn? What’s healthy? Any benchmarks that you can talk to us about?
  • Do you take into account all marketing spend in CAC or only cost for campaigns that worked? Do you exclude the experimental campaigns from CAC?
  • What’s a good way to follow your work?  (Hint:  Twitter and the blog)

Both an audio version and transcript excerpts are available here.  The session is packaged as an episode of The Orbit Shift podcast.

“The Board Brought Me In” Telltale

There’s only one executive who should ever say, “the board brought me in,” and that is the chief executive officer (CEO).  Yet, you’d be surprised how often you hear other executives — chief revenue officers (CROs), chief marketing officers (CMOs), chief product officers (CPOs), and most often chief financial officers (CFOs) — say, “the board brought me in.”

It usually comes up in an interview, with a candidate running through their background.

“Well, I was at XYZ-Co, and things were going great, but at PDQ-Co they needed some help, so the board brought me in to help get things back on track.”

A+ on storytelling, but (usually a) C- on reality attachment.  “And where,” methinks, “was the CEO during all this board bringing in and such?”

(And if things really were going so well at XYZ-Co, tell me why’d you jump ship to do a fixer-upper at PDQ-Co again?)

I always view “the board brought me in” language as a telltale.  Of what, I’m not entirely sure, but it’s usually one of these things:

  • Self-aggrandizement.  Sometimes, it’s just the candidate trying to sound larger-than-life and they think it sounds good to say, “the board brought me in.”  In this case, the candidate’s judgement and credibility come into question.
  • Innocent miscommunication.  Perhaps the candidate knew an existing board member and was referred into the position by them.  OK, I suppose technically they could think, “the board brought me in,” but didn’t the CEO interview them and make the final call?  Did the board really bring them in — as in, against the CEO’s wishes?  Maybe it’s just old-fashioned communications confusion.  Maybe.
  • Genuine confusion.  Or, perhaps the candidate is under the illusion that they somehow work for the board and not the CEO.  This can happen with CFOs in particular because, unlike all other CXOs, there is something of a special relationship between the board and the CFO.  But in tech startups, in my humble opinion, the CFO works for the CEO, period — not for the board.  They may have a special relationship with the board, they may meet with the board without the CEO being present (e.g., audit committees).  But they work for the CEO.  If you feel differently, great.  If you feel like I do — best to use this as a telltale of a potentially huge problem downstream.
  • A placeholder CEO.  There is always some chance the CEO is somehow a placeholder (e.g., a founder who’s lost all but positional power in the organization and acting in some lame duck capacity).  In this case, the CXO in question might just be saying the truth — perhaps the board really did bring them in.  But then the candidate’s going to need to explain why they jumped into such a mess [1].

I’m sure there are other possibilities as well.  But the main point of this post is to say that your ears should perk up every time you hear a CXO [2] candidate say, “the board brought me in.”  Mine do.

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Notes

[1] And I suspect the most common answer will be, “and they were planning to make me CEO in X months once they worked on the transition.”  In which case, I’d want to understand why the candidate is so trusting (or naïve), what written assurances were given, and why they would take a CXO job with a dubious call option on CEO as opposed to taking a straight-up CEO job.  (To which the best, but still somewhat unfortunate, answer is — it was the only available path I had at the time.)

[2] For all values of X != E.