How we run our board meetings to benefit the board and Brex
Sep 22, 2020, 9 min read
Sep 22, 2020
9 min read
As Brex began hosting regular board of director meetings, we struggled to find resources that would help us manage them efficiently. Since these conversations are critical to growing companies, we decided to compile and share some of the lessons we’ve learned over the past couple of years.
Board of directors meetings are what you make of them. While they perform necessary formalities and functions such as corporate approvals for material contracts, option grants, and important company decisions, my experience at Brex has taught me they can be so much more. A well-run board meeting is important because each member of the board of directors has a fiduciary responsibility to the company. So it is important to make sure they are aware of matters that may materially impact the company’s performance milestones and goals, and how management is tracking in pursuit of them.
The board meeting process is a bit like a cross country road trip: The end matters a lot less than the process of getting there. Here at Brex, much of that process involves preparation leading up to the meeting itself. We do a lot of little things that make the end result more productive and useful.
The board meeting process is a bit like a cross country road trip: The end matters a lot less than the process of getting there.
A lot of board meeting experience, and still learning
I came to Brex with a fair amount of board meeting experience. As an investment banker right out of college, I regularly helped prepare board materials on behalf of companies. Later, I worked in private equity, where I was an observer in dozens of quarterly board meetings across the portfolio companies to which I was assigned. At SoFi, I prepared the board meeting materials and was a key participant in the meetings themselves.
That said, I’ve been able to learn a lot from Brex co-founder Henrique Dubugras’s perspective during my time with the company. In this post, I would like to share our best practices on how to get the most from your board meetings.
Start with the basics: Cadence, catering, and context
The first thing to think about when planning board meetings is how often to have them. Here at Brex, we’ve found that the most effective cadence for ours is quarterly. Monthly meetings are frequent to the point where the board is almost running your business, and anything longer in startup land means you’re likely making lots of key decisions without getting board feedback. Sending them metrics on a monthly basis is fine, but when it comes to in-person meetings, we like to be respectful of — and maximize — everyone’s time. The quarterly cadence precedent is set by publicly traded companies, who report their financial results quarterly, and typically have board meetings at a similar cadence.
When it comes time to host a meeting, a few tactical considerations we make here at Brex include:
- Quarterly board meetings should be 2–3 hours in duration, allowing enough time to substantively discuss issues.
- Our board meetings coincide with lunch, so we always offer refreshments — but we carefully select the food to make sure we’re not offering anything too messy or too expensive. Our founders love steak, but I had to tell them that offering this in a board meeting would be a bit much.
- For an in-person meeting, think through the seating arrangement and try to optimize for having the management intermingled with the investors and other observers. We like to rotate seating regularly so that each member of our leadership team is able to get to know the board members. After virtual meetings, we explicitly open the door for meeting attendees to follow up with management team members. We sometimes suggest that members of the leadership team may reach out to some of the investors / attendees for feedback, depending on the discussion. Direct exposure to board members and their views / opinions helps executives get additional context and drive better results.
Who should be in the meeting?
Just as the board meeting is an opportunity for the board to get an update on the business, it is also an opportunity for the leadership team to get the board’s perspective. For my first Brex board meeting, the founders wanted to have a “round robin” format, wherein each executive presented his or her section to the board, and then left the room. I felt strongly that the overall context of the meeting was highly valuable to the broader leadership team. We all needed to hear what the board of directors was focused on.
Just as the board meeting is an opportunity for the board to get an update on the business, it is also an opportunity for the leadership team to get the board’s perspective.
Where Brex settled was that our meetings would include the members of the board of directors, the entire leadership team, and any board observers that had been granted that status by virtue of their investment in the company. Typically, Brex’s entire leadership team attends for the duration of the meeting, except during what is known as the “Executive Session,” where the board of directors gives private feedback to the founders.
Prior to the onset of COVID-19, Brex had strongly encouraged its board members to attend meetings in person to help give executives the chance to form open feedback channels with members of the board. Following the outbreak, Brex began conducting virtual board meetings. In order to replace the impromptu communication between board members and management, we now specifically request that the board members make themselves available for management feedback following the meeting. This opens up the avenue for the leadership team to connect with the board members individually.
How to prepare materials to boost board meeting productivity
The goal of every board meeting should be to help the leadership team seamlessly convey company details to the board of directors. This involves a lot of preparation, which, as discussed, makes the meeting much more helpful to the leadership team. One of the most important ways to do so is to prepare detailed, thoughtful materials.
The goal of every board meeting should be to help the leadership team seamlessly convey company details to the board of directors.
Brex recently transitioned from presentation format to written memo format, which offers improved clarity of thought, forcing the writer to address the issue more thoroughly. By framing the context and posing questions and key discussions in advance, it also helps everyone in the room come prepared and have a voice. This format also offers our board members a lot more context around the exhibits and charts explaining the company’s performance. Memos allow us to provide significant written background to the charts and figures we include, without feeling constrained by fitting it all on one page or filling a page with text.
Brex recently transitioned from presentation format to written memo format, which offers improved clarity of thought, forcing the writer to address the issue more thoroughly.
Relying solely on visuals in slide format can mean missing the context that written information offers, which is why academic textbooks offer this same combination. Our board materials have to teach a relatively unaided, albeit intelligent, reader about our business, similar to the way a textbook does. In this context, we suggest that material length should be 15–25 pages with an Appendix, or a 10–15 page memo plus charts and graphs. Here is a template that provides a sample Brex Board of Directors memo.
Besides reporting on business performance, we also include materials that support a strategic topic or discussion we want to have live during the board meeting. Such topics have included product strategy decisions, major financial trade offs such as optimizing margin vs. revenue, and cultural decisions such as our remote work strategy.
Confidentiality of materials is critical. While the expectation is that the board will keep all materials confidential, the reality is that the materials are typically shared within an investment fund. And while it is for the right reasons, this means that the number of people with access to the materials can snowball. To protect sensitive information, we use a software like DocSend, which tracks document viewing and limits downloads.
Streamline board meetings with a pre-meeting doc and individualized Q&A
Brex’s board meeting process is most differentiated in the way that we prepare for the meeting itself. As mentioned, we send out our board materials a week in advance, giving recipients ample time — including a weekend — to review. We also request that meeting attendees send any questions regarding the materials in advance of the meeting, so we can prepare an answer for them. We typically do this over email, and frequently also have a 30–60 minute call to discuss the questions. We do these follow-ups on an individual investor / board attendee basis. This process ensures that all attendees have their questions fully answered. It also allows us to maximize time during the meeting and focus on substantive issues, rather than clarifications or accountability.
Board meetings are about accountability of the leadership team — and ultimately the CEO — to the board. That said, direct conversations with investors can help ease some of the pains that come with large meetings, and make sure we can focus meeting time to be helpful to the leadership team. For example, rather than cramming discussions into a short meeting with a relatively large audience, we’re able to talk numbers and issues with our stakeholders individually, and focus on the issues that are individually most relevant to them. Using the Brex model, we focus on all of the financial, operational, and tactical issues in advance of the meeting, and reserve the actual meeting time for structured, prepared discussions around the most important strategic topics for the business.
Using the Brex model, we focus on all of the financial, operational, and tactical issues in advance of the meeting, and reserve the actual meeting time for structured, prepared discussions around the most important strategic topics for the business.
Structure the actual board meetings around feedback and strategy
By the time the actual meeting comes around, all investor questions have been answered and the leadership team has been briefed on the content of those questions. While the Finance team takes the lead on the “pre-meeting” materials, during the actual meeting each of the Brex executives is prepared to discuss the strategic topics for the day.
We typically use the first 30 minutes to review themes of feedback we received individually from investors. Afterwards, we shift into the substantive discussion: The strategic topics included in the materials. We typically provide lots of support in the materials, but I always make sure to have my supporting schedules and numbers handy in the event quick math is needed (CFO trick). The most successful discussions we had were about clear tradeoffs, such as pursuing one product direction versus another (e.g. expanding upmarket or to another vertical) or alternative pricing strategies.
One tactic we sometimes use is to have the founders or other attendees present their case in the other person’s format or opinion. This demonstrates a lot of mutual respect among our company, but also ensures a culture — both within the meeting and the company at large — of healthy debate. It shows we are open to questions from the board, and genuinely want to get to the right answer.
After about 2–2.5 hours total, we transition from the board meeting to the Executive Session. In this section, the founders usually get feedback on how the meeting went. At least once a year, our founders make sure to share the full 360 feedback with all of the written comments from the leadership team and board members. This establishes a lot of mutual trust among the attendees. Also, while the session is going on, I always send a summary of the key topics (redacting anything confidential, of course) to the members of the Finance team who worked on the materials.
Board meetings are not exempt from the same innovation you apply to other company processes
Board meetings are a necessary part of the CFO job — and a staple of any startup. The board of directors is the ultimate fiduciary of the company, so it’s critical that they are aware of its overall performance and view the management in a good light. I came to Brex with a lot of experience, and was able to show the founders a thing or two about how their meetings should be run :). That said, I’ve since worked with our co-founder, Henrique, to implement some new strategies that make us run even better than before: namely, emphasizing preparation, individualizing communication, making sure the right people are in the room, and giving attendees what they need to be productive before the meeting. The result is better preparation, streamlined meetings, less wasted time, and greater transparency between the board and the leadership team.
Michael Tannenbaum is the COO of Brex. He joined the company as the first employee in 2017. Previously, he was Chief Revenue Officer of SoFi.