Tuesday, 04 June 2013 16:40

9 Characteristics and 8 Recommendations for your Tech Board

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There is little research to help companies develop best practices for attracting, retaining, rewarding and drawing value from their boards. Often, chief executives are unsure of the appropriate: intervals for board meetings, compensation, and diversity of the board’s members.

As a way to cogently and concisely answer these questions, the Vell Entrepreneurial Boards Composition Survey identifies trends in boards of directors. We surveyed 150 CEOs, venture capitalists and vice presidents of human resources and board directors from various industries – more than 18 in total – with a special focus on small software and technology companies in the United States. Approximately 50% of responding companies had average annual revenues of less than US$10 million and have been in operation between five and 10 years. Most are privately held.

To put these trends in context, where appropriate, we benchmarked our findings against the National Association of Corporate Directors’ (NACD) Effective Entrepreneurial Boards 2001 Survey. We also drilled down into our data to expose differentials based on size, ownership structure, length of time in business, and revenues. By comparing findings to the NACD’s survey, and by comparing private and public companies where possible, we were able to highlight board practices at entrepreneurial firms, especially small technology companies. We also discovered a diversity of remuneration structures worth noting.

The following offers key findings from the Vell Entrepreneurial Boards Composition Survey, and provides eight recommendations for entrepreneurial boards.

1. Entrepreneurial Board Composition

The median proportion of independent directors is 20% at private companies. That number skyrockets to nearly 70% at public companies. Venture capital representation is much more prevalent at private companies.

2. Industry Specialties

Approximately one fourth of all directors represented in the survey reported significant experience in the software industry. More than 20% came from the financial services sector, while more than 10% came from telecommunications. Consumer products and service experience represented less than 5%.

3. Director Tenure and Experience

The median director in the survey’s sample of small technology firms reported a 3 year tenure. In 2005, the median director among S&P 1500 firms had six years tenure. Although less than 10% of respondents reported greater than US$100 million in revenue, the median director has at least $100 million in liquidation experience.

4. Entrepreneurial Board Size

The average board represented in the survey hosts six members. The median number of directors at the smallest firms within our survey (i.e., firms with less than US$5 million in annual revenue) is five. The median number of directors at the largest firms within our sample (i.e., firms with greater than US$25 million in annual revenue) is seven. When we compare public and private companies with the same revenue, we find similarly sized boards.

5. Entrepreneurial Board Vacancies

Roughly 1 in 3 private companies have at least one empty seat on the boardBy contrast, only one in six public companies has a vacant board seat.

6. Board Involvement

The number of board meetings at respondent companies ranged between one and 28 meetings per year. 80% of companies had between 4 and 12 meetings. The median (mean) number of meetings among respondent firms was six (seven) meetings per year. The median number of face-to-face meetings was 4 per year.

7. Cash and Equity Overview

Private companies are much more likely than public companies to either not pay their directors, or rely exclusively on equity awards, such as annual awards or awards upon appointment. Only 27% of our survey respondents pay a board meeting fee. Nearly 50 % of the firms that pay for board attendance pay exactly US$1,000 per meeting. 60% of firms that pay board member meeting fees also pay additional fees to non-chair committee members. The median cash payment among companies that make such payments is US$1,000.

8. Annual Cash Retainers

There is a strong association between a company’s revenues and the dollar figure of the annual cash retainers they pay to board directors. Specifically, among the size-matched public firms that pay a cash retainer to board members, the median retainer is US$12,500 for public entities, and US$20,000 for private ones.

9. Equity-Based Remuneration

In 44% of private companies, board members receive equity awards only upon joining the board. Only 4% of public companies employ the same policy. The board receives an annual equity award and equity upon joining the board at 71% of public firm respondents. Only 18% of private companies follow such a policy. Equity remuneration, when it is part of the overall package, is higher on average than prior samples taken of entrepreneurial companies.

Recommendations

Vell Executive Search suggests the following approaches for entrepreneurial firms:

1. Fill empty board seats. Empty board seats devalue overall production of the board and rob your company of the opportunity to draw from the wealth of experience that seat could offer.
2. Maintain a diversity of skill sets and industry experience on your board. This offers you a well-rounded perspective on the opportunities and challenges your company faces.
3. Ensure that the skill sets on your board match your company strategy and complement the skill sets on the management team and the board.
4. Pay close attention to the candidate’s overall industry experience and credentials.
5. Seek to grow your board to about six to eight members. Too many members can breed confusion; too few can leave important perspectives buried.
6. Direct boards, especially in fast-paced industries, such as software and telecommunications, hold board meetings more frequently than companies in traditional industries.
7. Define your ideal board candidate and pursue them. Experienced board directors will often agree to serve for stock options rather than large cash-based compensation packages.
8. Make equity compensation part of the package in order to attract and retain the interest of top-level executives. Only 50% of our survey respondents offer stock options/RSUs or some other type of equity compensation.

FREE DOWNLOAD - Entrepreneurial Boards Report

Read 6288 times Last modified on Saturday, 08 August 2020 20:13
Dora Vell

Managing Partner

Dora Vell is the CEO of Vell Executive Search, a boutique executive search firm in Boston that recruits technology executives and board members for companies ranging from promising tech startups to Fortune 100 companies. Throughout her 22-year career in executive search, she has successfully completed hundreds of assignments, placing board members, CEOs, COOs, CIOs, technology officers, vice presidents and many other C-level executives. Vell’s clients span both private and public companies and her work has included searches in markets large and small across the U.S. and Canada.

Prior to founding Vell Executive Search in 2005, she was a partner at the executive search consulting firm Heidrick & Struggles for seven years. She started in the Technology Practice in the Toronto office, became the firm’s Technology Practice leader for Canada, and then joined the firm’s Boston office.

Before her career in executive search, Vell worked for 11 years at IBM Canada in software-related roles of increasing responsibility. She started as a software engineer, managed a software engineering team of 100, and then led software sales for IBM Canada. She holds seven worldwide software patents. This deep industry understanding has helped Vell Executive Search become a recognized leader in finding senior executive and board talent for software and SaaS companies.

Vell is a recognized industry thought leader who has published several reports on governance and leadership topics. She has been frequently quoted as an expert on executive and board leadership by outlets such as The Wall Street Journal, Forbes, Business Week, Fortune, Agenda Week, MSNBC, Mass High Tech, The OPUS for the World Economic Forum, Boston Business Journal, The Globe & Mail, CIO Magazine, and IEEE. She has been a featured speaker on leadership at numerous conferences and at Columbia University's MBA program.

Vell has been a Fellow of the National Association of Corporate Directors (NACD) and the Boston CEO Roundtable. She has served on the boards of Framingham State University, Entrepreneur's Organization, Goodwill, Mary Centre for Developmentally Handicapped Adults, garage.ca, and RBC Capital Partners.

The trilingual daughter of a diplomat, Vell grew up in Canada, Greece, France, Switzerland and China. Her unique multicultural and international perspective, experiences as a woman in the male-dominated software field, and insights as a dual Canadian and U.S. citizen inform all her work for clients.

Vell received an MBA from the University of Toronto, a master’s in Computer Science from the University of Waterloo, and a bachelor’s in Computer Science from Carleton University.  She has also completed the MIT Entrepreneurial Master’s program.

Areas of Practice:

  • C-Level Technology Executives
  • CEOs, CROs, Heads of Sales, Heads of Marketing, Chief Product Officers
  • Technology Officers: CTOs, CIOs, Heads of Engineering, CISOs, Chief Data Officers
  • Board Directors
  • Diversity Executives and Board Directors
  • Canadian Executives and Board Directors

Publications:

www.vell.com

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