1. Board Meeting MM/DD/YYYY
Company Logo
Board Meeting
MM/DD/YYYY
Cofounders Capital suggestions on how to get the most out of this board meeting template:
Board meeting are one of the most squandered resources a CEO can miss out on. It’s lonely at the top and when the buck stops with you it’s important to have a team or trusted advisers you can count on to regularly review your logic and suggest alternatives means of accomplishing your goals. A board can also be insurance for a management team. Sometimes things are not going to work out and it’s easy for investors to see thing in hindsight and blame the CEO. Discussing things with the board is a great way to remove a lot of the liability of being the person who has to make the call. It demonstrates that you took your time, asked for advise and all good counsel and made a reasonable and informed decision. The board also represent many life times of experience and contacts but it takes a skilled CEO to manage his or her board and get the most out of this resource.

2. Agenda CEO Overview (5 minutes) Financial Update (X minutes)
Review of P&L and Balance Sheet – Questions
Review of Model Forecast
Changes is Key Metrics and Assumptions
Organizational Update (X minutes)
Organizational Chart Update
Team Updates/new hires
Compensation Plans
Sales and Marketing (x minutes)
What’s working and what’s not working
Sales Pipeline
Changes in Strategy
Product Roadmap (x minutes)
Functionality: Value/Cost Grid
New Release Drop Schedule
Official Business (5 minutes)
Approve Previous Minutes
Items Requiring Board Approval
Schedule next board meeting
Edit agenda as necessary. This is just a template. Best to include time allotted for each topic to keep the meeting on track and insure that each topic get time for discussion proportionate to its respective level of importance. Ask if there are any topics that directors would like to add to the agenda. If you are the moderator then it’s your job to keep the meeting moving along. This often means cutting off a tangential discussion or ridiculous deep dive on some minor tactical issue. Feel free to table some discussions until the next meeting if time runs short.

3. CEO - State of the Union Overview
Highlights
Challenges
Highlight 1
Highlight 2
Highlight 3
Challenge 1
Challenge 2
Challenge 3
Company Needs
I think it’s best to start with a high level over view. This should be a big picture slide. General state of the union. I’m always amazed when we get to the last five minutes of a board meeting and the most important issue to be decided on is introduced. Tell your board what you are going to get into in the meeting. Do not get bogged down in details at this stage. This should only take 5 minutes to briefly go through. This will encourage directors to keep the meeting on track to make sure there is time to discuss all matters scheduled.
Need 1
Need 2
Need 3

4. Finances Update Major/Unusual Expenses Financial Update Forecast
Review of P&L and Balance Sheet – Questions
Review of Model Forecast
Forecast
Key Metrics
Updates to Key Assumptions
Future Funding Needs
Balance sheet, P&L and updated forecast model should be distributed at least a few days prior to the board meeting. If this does not happen it is best to postpone the board meeting until they have been sent. One of the primary fiduciary duties of a director is the review of financials to assure the investors they represent that investment dollars are being used according to the terms agreed upon. Board members should never waste time reading over financial statements for the first time in the meeting. Directors should come prepared to ask questions about the financials, forecasts and changes in key assumptions. Always keep an eye to cash on hand and when the next funding event may need to occur. Many companies fail to start fund raising at an appropriate time to avoid a cash crises.

5. Financial Update
1. Over right formulas in previous month with realized numbers. Change color actuals.
Your job is not to simply present the numbers. Your job is to present your analysis and insights gain from the numbers. One of the best things about a regularly scheduled board meeting is that if forces a busy CEO to take the time to prepare for the meeting and in so doing forces him or her to get out of the tactical and think strategically for a while.
You should have fairly accurate numbers for all cells for every month since the previous board meeting hard wired into the model. Just overwrite the formulas in those cells.
Make sure you make clear what assumptions you have modified since the last meeting and how they might have a positive or negative impact on cash needs and the plan in general? This is probably the most important parts of any early stage company board meeting.
Be prepared to discuss any major changes to the model, one-off expenses, new income sources, etc. Highlight numbers in red that you want to remember to point out and discuss.
This discussion often turns into a strategy discussion…that’s a good thing.
2. Make note of any assumptions that have been updated based on actual new data points.
3. Point out any inflection points in your forecast where major changes occur.

6. Key Performance Indicators
Example 1
Example 2
# Of Communities Implemented
Marketing Spend = $500
Inquiries from Leads = 5
CAC from marketing= $100 20
Avg. total homes per community
175
# homes that joined network
75%
Offers Presented to Home Owners
36,225
Here are your key insights from the new data points and learnings you’ve garnered since the last board meeting. Whatever metrics you put on this page should show how your assumptions have evolved and how they may affect the business model and needs, demonstrates new trends, etc. These are going to be unique to your company, and it is critical for you to identify the KPI’s you need to track.
Offers Accepted by Home Owners
1,630
Avg. Price of an Offer
$100

7. Organizational Update
Changes in Org Chart
Changes is Job Descriptions
New Hires/Terminations
Compensation Plans
Hiring Needs
A business can be no better than the people hired and how they are managed. Early stage companies are often growing fast and have organizations structures that are constantly being updated. Disorganized companies without clearly defined functional responsibilities and chain of command often fail. This is where you demonstrate to your board that you are managing your expanding team. Show how everyone has one boss, a clearly defined job description, success metrics and compensation plan. Many great discussions can happen around this part of the meeting especially around productivity and merit-based compensation models.

8. Organizational Chart Current Organization Structure
CEO (Name of Person)
Just Hired New VP Sales (Name of person)
Fired Salesperson 1 (Name of person)
COO (Name of person)
Just Hired CTO (Name of person)
Looking for New CIO
Current Organization Structure
Always include an up to date org chart while discussing functional roles, responsibilities, etc. Discuss possible other ways to organize the business and encourage debate around the pros and cons of these approaches. You want to encourage differing opinions. Ask board member for suggestions on compensation plans, separation of duties, etc. Compensation is the rudder on your company ship and if used wisely can stir your enterprise anywhere you want it to go. So, ask your board to critique your thinking around compensation incentives. Ask for help with what you need. Board members are great at offering up referrals to individuals that might fill key roles. Write down what your board members committee to do to help you and hold them accountable to get that done.

9. Sales and Marketing Sales Metrics/Pipeline
Cost of Customer Acquisition
Sales Cycle
What’s working and what’s not working
Business Development Opportunities
Changes in Strategy
What we need help with
No matter if your top line revenue is driven by marketing spend of a direct inside sales team there are key performance metrics that drive the business. Use your board and it’s expertise. Ask the board to challenge your thinking. Brain storm on ways to shorten the sales cycle and reduce your cost of customer acquisition. Ask them what some of their other portfolio companies have learned or implemented successfully Discuss business development and partnership deals. How might these deals be better structured, negotiated or positioned? The more you share with your board the more your board can brain storm with you. I’ve witnessed the birth of company-making insights during this stage of board meetings. Learn how to effectively tap the expertise and experience in the room. Sometimes you have to pull that wisdom out of your board. You can bring in your marketing or sales director for a deeper dive on this or special projects from time to time.

10. Sales KPI’s
This is where you may want to use a graph or other visualization to demonstrate a key trend or insight you want to point out to the board. Include any graphs that you think might quickly make your point regarding trends both good and bad. You want to know what your board thinks but you should have a plan of your own that is well thought out. The board is not there to give you direction but rather to help you vet the plan you have already created.

11. Product Roadmap Function/Feature Priority Market Value R&D Cost
(Dev Hour)
Export feature of financial data in our system 1
QuickBooks customers would be able to input our data 25
MailChip integration to automate our process 2
Would enable us to market our tool as a lead generation engine
240
Etc. 3 4
Use your board as a sanity check on your thinking around product roadmap. They are often coming in with fresh eyes. Explain why you have organized your Product Roadmap and prioritized the way you have. You can bring in your product manager or CTO for this sometime. This helps your team to see and understand that you also have to do reporting just as they do to you and in that insight perhaps develop an deeper understand and sympathy for your job.

12. Board Business Any votes that need to be cast?
Approve minutes from last board meeting
Stock options that need to be granted?
Any plans for additional financing
Etc.
In your investment documents you are required to get board approval for certain things. The fastest way to give a big stick to investors to beat you up with is to not get said approvals. These approvals typically include the issuing of stock options, taking on debt, management salaried, raising new funds, etc. Make sure someone is assigned to take the minutes from the meeting and especially to documents voting outcomes.

13. Proper Structure for Stock Option Proposal to Board
Name
Title
Salary
Current company ownership (vested + unvested)
New Options to be granted
% of company from new options
Post grant % of company
Stock option pool remaining after grant
Standard Vesting?
CURRENT
10%
David Gardner
CTO
$100k
22%
10,000 1%
23% 9% N*
Tim McLoughlin
VP Sales
$80k 0%
5,000
.5%
8.5% Y
Scott Albert CS
$60k
2,500
.25%
8.25%
Vickie Gibbs
Mktg Dir 8%
Ending
In your investment documents you are required to get board approval for certain things. The fastest way to give a big stick to investors to beat you up with is to not get said approvals. These approvals typically include the issuing of stock options, taking on debt, management salaried, raising new funds, etc. Make sure someone is assigned to take the minutes from the meeting and especially to documents voting outcomes.
* David Gardner’s vesting schedule will include full acceleration
Current Strike Price
Proposed New Strike Price (to be set by board)
Justification
CFC likes to set strike price for options at the greater of:
a)25% of the last rounds preferred share price OR
b) (((6*ARR)- company debt)/(Total Shares))*25%
$.20
$.42

14. Question New Business? Review Deliverables/Action Items Tabled Items
Set date/location of next board meeting
Motion of Adjourn
Never dismiss your directors without establishing the time, date and location of the next board meeting. Should the board be meeting less or more often?
Restate what deliverables board members committed to do for you and you for them.
Review tabled issues.