Our focus for the month of June is on biotech boards. Last week, we published a piece on putting together a biotech board built for success. This week, we shift from the CEO’s perspective to the perspective of a board member. The quick read below discusses how board members can be sure to earn and keep their coveted board seat.
Below is a condensed and edited version of a dialogue between Kineticos Founder and CEO, Shailesh Maingi, and Kevin Hampton, Chief Commercial Officer at Kineticos.
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Kevin: Last week, we sat down and discussed 8 key principles of building a biotech board from the perspective of a CEO or founding partner. However, if you are lucky enough to get selected for a board seat, how do you ensure you’re adding value? When a lot of people think about boards, they think their duties includes showing up for quarterly meetings, getting fed, and chiming into discussions every once in a while. However, you previously mentioned that a good board member does much more. There’s preparation for board meetings, being truly active in the meetings as well as an assortment of activities that should happen in between meetings.
Shailesh, being prepared for meetings is hammered into anyone who enters the business world so why is board meeting preparation often overlooked by seasoned executives? Can you speak to what needs to be done, by board members, in order to prepare for the quarterly meetings so that they can add as much valuable commentary and insight as possible?
Shailesh: You would think that board members would always be prepared but there’s a series of things that sometimes happen that prevent them from being prepared. Let’s start with the basics. One of the things, as a board member, that has frustrated me in the past is not receiving materials on time. Especially if I was traveling to a board meeting, I expected to receive the materials at least a few days in advance. If I didn’t get them until the night before, there’s no way I could have been fully prepared. That scenario is not the fault of the board member. Well, maybe in the sense that they should insist meeting materials are sent three days in advance. That’s my golden rule, 72 hours in advance, so that virtually anybody has time to prepare. Most board members are running their own company, or very senior, so that allows them enough time.
Assuming materials are sent out a few days in advance, it’s the board member’s responsibility to read them and to understand the contents. One of the things I’ve done is review the materials and outputs of the previous meeting. These meetings are occurring once a quarter, so some of these issues may not be top of mind. So, review the previous board meeting decisions and action items and then re-read the current material to ensure you understand that. After that, I would put together what I call a board guide. This is based on the last few board meetings and the current board meeting. It’s typically a one pager containing a prioritized list of key discussion points, actions and anything else that is important for this particular board meeting. A board guide ends up being pretty important for me. If there is something I am unsure about, I make a point to talk to the CEO and other board members prior to the meeting to make sure I understand because when you’re at the board meeting, there’s no gotcha questions. You’re not auditioning to be the smartest person in the room. You want to be constructive and supportive but also critical when needed.
The most important thing is to make sure that you understand the technology, especially for biotech companies, because everybody’s technology is different. Even for somebody who’s been in biotech for a very long time, technology in this space can be complicated and complex. For example, there are countless different approaches within the Immuno-Oncology space so really understanding the tech requires effort.
Kevin: Moving on from preparation, the next consideration to being a good board member is around participation during the board meetings. Being engaged but not overtaking the discussion or focusing on non-essential items is a difficult task to juggle. How does one balance being engaged vs. being too passive or being too aggressive in a board meeting?
Shailesh: First of all, attend the meeting. It goes without saying, you cannot be a good board member if you do not attend the board meetings. It’s surprising to me how many times we would have one person not attend or at the last minute say they are going to have to call in because of travel or something else. That’s just unacceptable. As a board member, you have to make physical attendance at the meeting a priority.
Second is being present and in the moment, which is very hard for executives today. Especially executives who are running around from one critical decision to another and one company to another. We’re often distracted by various other duties and tasks that are going on in our professional lives and our personal lives. I would say the biggest distraction to all of us is our phones, which may or may not have nothing to do with work. One thing that you can do is address this at the meeting and make sure that you set ground rules about not being distracted by phones. Strongly encouraging people to check in with their office or check their phones at scheduled breaks is critical because if one person starts checking their phone, everyone else is going to do it, too.
Once everyone is focused in, a good board member insists on going through the most important elements of the deck. This is where a discussion guide, or board guide, comes in. In a good board meeting, the CEO is not going through the deck. The deck is full of information everyone should have read beforehand, and the focus should be concentrated on a few critical decision points that need to be made.
Another thing to consider is the fact that the board’s purpose is really about the future of the company – future and strategy. It’s important not to think too much about what’s in front of you right now. It’s more about what’s coming in 6, 9, 12 months and anticipating opportunities and risks ahead of time? Then, discussing how to take advantage of the opportunities or mitigate the risks in a structured environment. Understanding that the board is running a marathon while the management team is on a sprint is important. A board has different roles and different responsibilities than the management team. They were not elected to the board to focus on day-to-day activities and to address every routine issue. The marathon vs. sprint analogy holds true when you are actually at the meeting.
Kevin: That’s a good analogy because board meetings aren’t meant to update the board with day to day tasks. It’s important to inform the board of such things and they should be included in the deck, but the focus of the actual meeting should be around what are the 3-5 biggest decisions we need to make that will help fuel our strategy or growth for the future.
Shailesh: That is right but it’s actually a lot easier said than done because board members often run their own company and are good at it because they’re detail oriented. Avoiding going down a rabbit hole during a board meeting is something CEOs and board members should work on.
Kevin: Okay, we’ve made it through the first board meeting as a member, seemingly added a lot of value, and now have a full 3-months to focus solely on our day job, right? I suspect that’s not the case and that being a productive member requires work between quarterly meetings. What are the key things that one has to do outside of a board meeting to be a good board member?
Shailesh: A board typically has 5 meetings per year – quarterly meetings and a year-end planning meeting in December to talk about the next calendar year’s goals and objectives. If you happen to be on a club committee, the audit committee, or the compensation committee, you might have other meetings but for most, it’s 5 meetings per year. In terms of what’s required outside of those 5 meetings, when the board meeting ends, follow-up and follow-through becomes very important. Regular check ins with the CEO and other board members about issues and decisions that were made are critical. The follow through activities help drive strategy but they also help with developing relationships with the CEO and other members. This is important because there are times where the CEO will ask you to talk with someone within the organization. For example, if there is a board member with a finance background, a CEO could ask that person to talk to his CFO about a particular issue.
Beyond that, there are a number of best practices. First, keep up with industry dynamics. Doing this is not only good for your day job but is also good for the board and helps you to understand the technology, patient journey, and potential partners, etc. Secondly, board members should advocate for the company that they’re working for. By advocating, I mean talking to others about what they’re looking for and making connections. Being proactive and making connections with potential job candidates, suppliers, and other partners is quite critical Kevin.
Kevin: That makes a lot of sense, Shailesh. For those folks that think being on a board simply requires 4-5 meetings a year, there is a lot more to it with plenty of pre and post meeting work to be done as well. Being a board member is not just about adding to the resume or being an extension of the management team. It takes quite a bit of effort and skill to add value to a board while continuing to execute your day job at a high level. Thanks for your time today, Shailesh. We’ll check in next week for more board member insights.
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