Building a Winning Board — Hits and Misses | LSI USA '25

Nick Pachuda  0:05  
Welcome everybody. I'm Nick Pachuda, partner at Neve capital and Precision Life Science Partners, and we're excited to be able to put this panel on. It's like we want to make it as practical and useful as possible. We put some incredible people on the podium with very diverse backgrounds, and that's how I like to do these panels, to be able to share practical information from people that are living it every day. So with that, let's let our panelists get introduced. So let's just go down the line. Jeff, please.

Jeff O'Donnell Sr.  0:34  
Jeff O'Donnell, Sr, I am at Runway Healthcare. Runway Healthcare is a venture studio, and my background is in cardiology and orthopedics with J and J Boston Scientific and then on my own for a long time,

Tamir Meiri  0:49  
I'm Tamir. I'm part of jddc, J and J's corporate venture arm. I'm based in the Bay Area, originally from Israel, if you haven't figured it out by socks at this point, I've been with JJ for 12 years, and I lead our Medtech investments on the West Coast.

Rui Jing Jiang  1:05  
Hi everyone. My name is Ray Cheng Jiang. I am founder and CEO of Avisi Technologies. We are developing nanotechnology based implants to treat glaucoma, headquartered in Redwood City. We also have a presence in Philadelphia, and it's great to be here with you. 

Stefan Fischer  1:18  
All right. Good afternoon. Steffen Fischer from TVM Capital, based in Munich. We are a pure life science investor with the company for almost 25 years now, managing partner CFO, and happy to be here, looking forward,

Nick Pachuda  1:33  
Awesome. So everybody on the panel is on a board or built a board. Had, you know, good experiences, challenging experience is we've got, you know, corporate board members, institutional investors, CEOs and those that have done all of the above, right? So with that, we're gonna go through some basics, and then we'll work our way into maybe some of the harder topics. So the first thing is just simply to the board, to the panel. Sorry, you know what purpose does actually having a board of directors? What is the purpose of a board of directors? What should they be actually doing? Just anyone, please.

Jeff O'Donnell Sr.  2:08  
I think the Board of Directors, to me, has a different skill set, and the CEO has a different need at different stages of the company. So at the early stage of a company, you might be looking for a board of directors that can help you access maybe a design team, or board of directors that can help you with capital, navigate through the FDA, those types of things. And then the commercialization phase, you might have a different need. You might have a need for somebody who's been there and done that and rolled out products with either distributors or direct employees, and then the public stage again, a different set of needs. So I think you know that it changes as the company evolves and and I think maybe you have to change board members gently in and out as your needs change. 

Nick Pachuda  3:03  
Anybody else want to chime in on that one? 

Tamir Meiri  3:03  
So, I the way I like to see it is there's the official part of the board, the fiduciary duties, the legal responsibilities, but then there's the unofficial part, where it's really sometimes being a friend or a shoulder to cry on, but realistically also somebody to blame at the end of the day, and not realistically And seriously, in the sense that some decisions a CEO doesn't want to agree with, but he could say, well, the board doesn't agree with it, right? So it's not just your own responsibility as CEO. And I think other people who are CEOs in this room originally, you probably know this, right? A CEO is a very lonely job, despite having some co founders, right? So having a sounding board or somebody else to talk to and work through some of your problems and questions is really important.

Rui Jing Jiang  3:43  
There are probably some entrepreneurs in the room with us today, and maybe you don't require any sort of outside financing. We kind of were at that point. At the very beginning, we were fortunate to have grants and we didn't need to have a board, but we found a lot of value in bringing on an independent board member. Early on, we brought on Gary Pruden, who's the former worldwide chairman of medical devices at Johnson and Johnson, and for us, first time founders, he was able to help us see around corners and actually help us attract that first tranche of financing. So I think there's also a point, even before you attract investment, where a board member can be very useful.

Stefan Fischer  4:17  
No, absolutely. I agree with you what has been said so far. I think the board itself, it's, in our view, is it's kind of a sounding board, it's Coach, it's a partner. It's not really an opponent, I mean, on the one hand side, clearly challenging the CEO or the management team on the one hand side, but in a good spirit, in a constructive fashion, and and with doing so, I think it's pretty important that you have a diverse board, right, with different angles. And as you said, I mean, that evolves over the period of time. I mean, at the seed stage is definitely something else, when once you are commercial and in between. So I think the the magic really lies in bringing the right people at the right time,

Nick Pachuda  4:55  
right? I mean, you know, we're hearing about, you know, you have board. Members that are investors. They're there for a reason. There are those that can help you with talent, right? They can help you find other great team members. There's those that are going to be great at helping you with fundraising, depending on the stage that you're at, some can help you with operational expertise. What do you need to do to actually run that company? And then there are those that may be able to help you with business development, partnering exit strategy, or finding an investment bank, or whatever you might need, and it's depending on that stage of the company. So I agree, having a diverse board that is time specific, stage specific for you is really important, and those boards are going to evolve over time. So let's take a one step deeper on complexity. Now. I'm gonna go to Tamir. There's get questions all the time about corporate board members as a corporate venture lead, when you sit on a board, what are the advantages, but what are some of the complexities and how the CEOs have to manage that situation?

Tamir Meiri  5:52  
Yeah, so for folks who don't know, jgc, we are actually the first corporate venture effort. So this is our 52nd, or third anniversary. At this point, I'm blanking on the air. So we've done this a long time, and over the years, we really realized how to best structure JDC within the organization, but also externally. So the way we operate is, after we've made that investment in the company, we're completely firewall from the business in that respective area, so there's no information flow going from us being board members in a company into the operating company and vice versa. So any direct relationship between the company and the operating company and j and j has to be done directly, ideally not including us. If they ask for it, we're happy to be included, but to manage any potential conflict of interest. So for us, and I can't speak for other corporate VCs, but the best way, or the best practice, has been we are fiduciaries of the company, and we're not fiduciaries of J and J being boards of the company, even though we are J J plates. So that's how we view it. Essentially,

Nick Pachuda  6:46  
did, do you find that your CEOs find value or complications of having a strategic on the board.

Tamir Meiri  6:54  
So very case dependent, right? The answer, very CEO dependent. I won't name names, right? But I will just give two examples from the same domain, right? None of these were disclosed investments, so it makes my life easier. But in one investment, it's in the neurospace, early stage companies, we were very much involved. They get a lot of value from our operating company. They provide a lot of guidance on clinical trial design, on manufacturers, on providers that first will be good for them, but in the case of an onboarding into J and J down the road, 345, years, these are providers and service providers we work with. So it will make an onboarding and simpler procedures, rather than switching it in the middle of an acquisition on the other company, which is a much more advanced company and much more, say, experienced entrepreneur who's had three or four exits to every other strategic you can think of there has been, I guess paranoia is the right terminology, or suspicion, even though we've explained everything and everything had to be set up in legal agreements, or it's significantly complicated more than they should have been, just to make sure that the firewall is written, pen to paper, even though everybody who's worked with us know that that's how we operate. So it varies. I think if you lean in and you understand the amount of value a corporate can give you, I think it's only going to be beneficial to the company. 

Stefan Fischer  8:03  
But there might be situations coming back to your complexity. There might be situations when you have a corporate on the board that you discuss topics, where it might be from a corporate governance perspective, advisable that you recuse yourself, go, go outside the room, and then you can discuss it in more open. Yeah,

Tamir Meiri  8:27  
that that, I think we've all been there, right? So if you're not specifically asked to recuse yourself, I think it's kind of your own responsibility to know when to recuse yourself, right?

Nick Pachuda  8:37  
Yeah, but that's an important topic, you know, because we get that question all the time. You know, what happens when there's a corporate on the board and they're not gonna be on the board if they don't know how to manage that situation and avoid conflict of interest, when there's even potential, you're gonna recuse yourselves, particularly around M and A conversations, and you know, but everybody knows that going in. So I would say, for those you know, first time CEOs that haven't been down that road before, it's manageable, and it happens all the time, so I've been this part of this panel is just to get you more comfortable with that. Maybe that's a good question. How many CEOs do we have in the audience? And I assume most you have board of directors. How many of those boards are perfect? Yeah, yours right, of course. Yeah. Perfect. Awesome, perfect, yeah. So maybe it's practical that we're doing this. So let's let this is my favorite question of this session, what a good boards look like? You know, functional boards. And what are we get? Some examples of them where there might be some challenges but ruin what does a What does a good board look like? I think yours is particularly interesting and does quite well. What does that board look like? 

Rui Jing Jiang  9:39  
A couple different things. I think everyone brings a unique perspective and experience to the board. We've got somebody with many decades of large corporate experience who can see strategically the big picture and the long horizons and the potential challenges that we may face. We've got somebody who's grown up in a very successful organization. Dr Catherine Moore with intuitive starting in engineering all the way now to running the foundation, having that operational experience. And we've got Paul Norris of bacanto partners. He's a lawyer, but he's been through many, many transactions, even as an operator CFO of a publicly traded company. So I think those are some examples. Nik, you've been to a couple of my board meetings, and when you chime in about certain things, you know, we're all ears. So I think at the end of the day, the folks you have on the call, if they're able to speak to the particular agenda of that meeting, you find yourself getting through the topics very efficiently, and there's not a lot of time wasted on getting to the meat of what you're discussing, what you should be doing, and thinking about this company. So I think I have a pretty good board. And yeah, looking forward to keeping it that way. 

Nick Pachuda  10:48  
Anyway, examples of good operating boards and what that looks like. 

Stefan Fischer  10:53  
It looks like. It's an engaged board. I mean really asking questions, really asking the right questions, challenging you, as I said earlier, but also communicating among themselves. So it is the horror, or the nightmare you have on the board is, it's a rubber stamp board, right? Silent, just nodding to everything, what the management is coming up with. And then I think there is no value in but really in an engaged board that that's crucial for the success of the company. 

Jeff O'Donnell Sr.  11:21  
I think that's, I think that's right. I think that one of the biggest mistakes young CEOs make, or young companies make, is they're dying to get a superstar on the board. They're dying to get that ex CEO of Medtronic, brand name, the brand name, you know, they run around these meetings and they say, you know, this person's on my board. Well, that's great. That's great. But I think the work before we put a board together, you have to have the guts to really interview board members and not just take people that want to be on your board, and never beg somebody to be on your board. You want people that will respond when you call them. You want somebody that's going to be open when you have a problem, because you're going to have problems and you can't have a board that you're afraid of. I'll end with this. I had a board one time that he that started out everybody's interest were aligned. The goal of the company was to build the product to soft, you know, do a soft launch into the market to prove that the dogs are going to eat the dog food, and then to exit. As the board evolved and other investors came in, some investors would put somebody on the board and the CEO at the time me did not really fully educate that board member on what the goal of the company is, and so that board member's interest were not aligned. It can also happen when you have investors that are giving you money out of different funds. You know, one fund, you might say, I just raised $600 million I've got eight to 10 years to get my money back. I'm ready to go. You might be talking to a VC that said, Yeah, I'll get in on this round, thinking that you're going to sell the company in two or three years. Next thing you know, the board says, now we're gonna go long and that can just be a torture, you know, torture for the CEO. So I think it's, you know, in the beginning, either get an executive chairman or somebody that's been there and done that to help you interview board members.

Nick Pachuda  13:38  
So maybe that's, yeah, no, I was gonna say you just mentioned executive chairman versus Chairman versus board member. There might be folks in the audience that maybe are unclear about we know what board directors mean, but what's the responsibility of a chairman? And then we're gonna go to what's the responsibility of an executive chair. So you brought it up, Jeff, so go ahead and board of a chairman.

Jeff O'Donnell Sr.  14:01  
Yeah. I mean, I'm on six words now. I'm chairman of two. I I think a chairman, you know, keeps the team together, right? That's the coach. Keeps the team together. Make sure that your parliamentary processors are being accomplished and, you know, helping the CEO and the rest of the board members understand the strategy. I'm an executive board chairman of a company in Pittsburgh, and the the entrepreneurs are like, 35 years old, right out of Carnegie Mellon, super, super smart, first job they ever had. And so I'm the old man in the room, but I'm able to call on people, because I've been around for 40 years in the industry, and help these entrepreneurs and help the CEO get to the next level. The executive chairman, to me, is really the CEO's boss, but, but help her. So you're going to lean. In a lot you're going to be you're going to be taking phone calls three, four times a week. You're going to be going to these meetings with that CEO. You're going to get him to the next level, or get her to the next level. I think that's the difference. It's a lot of work to be an executive chairman.

Rui Jing Jiang  15:17  
That point you brought up about joining the CEO on meetings, you know, I think that's so important. I've heard from other folks. You know, I wish my board member knew as much about my company as your board member knows about your company. I think it is your responsibility as CEO to make sure your board is educated on what you're doing, such that they can be an asset to you. Right? There have been countless calls like diligence calls where a board member you know needs to be there because the investor has requested, and if you're waiting to prepare your board member then or your board member isn't up to speed, it's too late.

Nick Pachuda  15:50  
Yeah, right. I'm gonna double down on that for a minute, education versus collaboration. And particularly, you gotta make decisions at the board level. If you're spending too much time in a board meeting, educating, right? Tons of slides, lots of information, because the board member hasn't seen it before, and now you're asking for a decision. I think doing that leg work in advance, socializing with your board members. I never like surprises in a board meeting, right? That's a bad way to for decisions to be made. So the idea if you can educate and socialize in advance, so that you're able to collaborate, engage, collaborate, and decide when necessary or challenge appropriately, when you find, if you find yourself doing a lot of educating during your board meeting, you've skipped a step before the board meeting.

Stefan Fischer  16:37  
But Nick It's all about communication, right, right? I mean, we I was on a board where the CEO was very reluctant to communicate in between. So the first four or five, sometimes six hours of a board meeting were updating what happened since the last board meeting, which was annoying, and then when it really turned down to the decision making, everyone was so tired. So when I took over the the chairmanships, and I say, Hey guys, this is not possible three hours max. And in between, we need, on a monthly basis, a CEO letter updating us on the progress so that we can have a solid and educated discussion within the next board meeting, not this update, which is is a time consuming exercise.

Tamir Meiri  17:15  
I think a lot of the housekeeping goes about setting expectations at the end of the day, right? You need to understand why your board members are expecting of the CEO. Expecting of the CEO and vice versa, right? We just closed an investment before the end of the year, first time entrepreneurs, very bright entrepreneurs, but it was clear that the board was comprised of friends and family and their legal counsel, who's great as legal counsel, but not really the best board member. And we built a board by telling each board member what it is expected of him to be right. One was more on the entrepreneurial side, has gotten to an exit recently. The other one has done five exits in this space. He's knows the manufacturers, all the strategics and everything. So it's really about setting expectations, what's expected from each board member. And the same goes back to the CEO potential. 

Nick Pachuda  18:00  
Well, let's talk about communication for a minute. The both at a board but prior to the board meeting, because that's you're right, it sets it up for success for that meeting. What do you like to see in advance of a board meeting, with regard to prep, both personally and maybe in writing or PowerPoint or whatever, Regina. What do you like to I know you do it quite well. How do you prep for a board meeting? And then we'll see what other folks like to see.

Rui Jing Jiang  18:20  
I like to just get on the phone. Honestly. I'll call each board member up. I'll give a quick little update. Hey, this is what we're doing, by the way, when we're gearing up for our next board meeting. These are some of the topics I like to talk about. These are some of my current challenges, and I think having those little discussions beforehand helps shape the materials as well. I try to send it out in advance, give people a little bit of time to just look through, and then I try to bring functional leads to the appropriate meeting as well, because I find that sometimes our board members want to hear it directly from those folks, right? Can add a little bit more color and dynamics to what I've already prepared people to think about so I would say my approach is just to be fairly transparent, fairly communicative on an ongoing basis. 

Stefan Fischer  19:10  
The thing you bring up good point, bringing in your of your department heads or leads, as you just said, I think it's on the one hand side is also appreciating their work and giving them some air time with the board, because otherwise this board is somehow a strange beast or whatever, right if you haven't been part of it, so I think that's the right thing to do. And on the other side, giving the board members the opportunity to ask very specific topic related questions and get the answers firsthand.

Jeff O'Donnell Sr.  19:38  
I think the communication is the key to so many different relationships. But you you really need to communicate at least quarterly with your investors, and you really need to communicate with the board members. There's certain board members. I'm one of them who would if I walk into a board meeting and we were going to spend at the end of the board meeting when you're kind of tired. Now we're going to go through the finances, line by line. That's like, silly, right? So what you want to do is, you just want the CFO to say, I sent the finances out two weeks ago. I'm sure you had a chance to read it. I talked to a few of you prior to the board meeting. Can I get them approved? That's about, you know, that's communicating with your with your investors and with your board. I also you mentioned one thing I really think the board meeting is, you know, 90% management. I like to show off the management of the company, assuming there is management, right. But once the you know, once you can get the you know, the marketing person up, the manufacturing person up. Even if the manufacturing person is a 1099, or an OEM manufacturer, bring them in for the board meeting and showcase your team. Show everybody what your infrastructure looks like. Then it's not all you, yeah, yeah.

Nick Pachuda  20:58  
That's a great comment. You know what I what I like to see in advance is keeping it simple, right? I like a phone call raising, you know that phone call of, hey, this is what we're doing at the board meeting. You need to know X, Y and Z, we're making this decision, right? That is so helpful. And then, you know, there's always an agenda, okay? What's actually on the agenda for the meeting? And if I see more than four or five bullets, I'm like, hold on a second, right? We're not gonna have that much time. And then a pre read, and I've seen companies absolutely shut down operations to prepare slide decks for board meetings every quarter that that is a terrible use of resources in time. And if your practice is you feel like you need 50 or 60 slides to take, you know, your board through the whatever needs to get done. That's a mistake, right? Unless it's an incredibly important set of M A you have 10 term sheets and you everything's going bananas in your company. But normally it's very efficient. Let me just ask that in a pre read, how many, how many slides Do you like to see in a board deck pre read? Just give me a number guy,

Tamir Meiri  21:57  
10 and 15. Yeah. 

Stefan Fischer  21:59  
Something like that, 20, max.

Nick Pachuda  22:03  
It's the same thing if you have to present on this podium this week, and you've got whatever eight minutes, you know, you can only do one slide a minute and make it happen, right? You know, more communication means you missed doing something in advance, right? And then maybe we'll shift to during a board meeting. You know, what, what does it look like when it's an efficient, successful board meeting? And where do you see sometimes things get derailed? I know we talked about a little bit, but I want to talk just operating a board meeting, aside from, you know, the minutes and getting things moving and making the fundamental decisions that have to made in any meeting, what, what does efficiency look like? And then let's talk a little bit, though, about where we've seen, you know some conflict or challenges in a board meeting. So what's success look like? But what does challenge look like as well? 

Jeff O'Donnell Sr.  22:46  
To me, success in a board meeting is when your board members and managements, again, their interests are aligned, but your strategy conversation has already happened before the board meeting, so everybody understands the strategy. You don't have to have a brainstorming session in the board meeting. That's just not the mind for that. And I think the other you know thing that can make a board meeting efficient is to when it comes to strategy, is to have that be a separate meeting, something totally and we're gonna ad hoc, we're gonna get together for a weekend, or we're gonna do something and we're gonna talk about, you know, the term sheet that we got, or the distribution agreement that we got, or the FDA problem that we have, and really kind of try to compartmentalize those big, big issues. Yeah,

Tamir Meiri  23:42  
I'll add that, you know, again, PrEP is really, really important to make it successful. And you know, some of my companies do a prep call a week before to ensure that, first of all, you've reviewed the slides if you have any questions, and then target the conversation at the board to the really important topics, so you're not reviewing slides on the board. You're discussing the slides on the board right, similar to an investment committee to start next,

Stefan Fischer  24:05  
that's that's important that not only sending as a pre read the slides, but also assume that everyone has read them. I think this is again requisite for for for a constructive discussion, but talking about efficiency. I mean, my colleague now said that I'm as a finance guy like structured things. So my recommendation would be a clear agenda with time allocation to that so you can keep track. Secondly, is also within each bucket or chapter you want to discuss, is really, what is the expectation? What are the the resolutions you want to take so that you can really, during the board meeting, say we are on track, because sometimes you tend to spend an hour or two on topic one, and then you're missing out on the rest, right? So it's really that, and that's then the the role of the chairman saying, Okay, we to guiding the discussion a little bit and keep everyone on track.

Nick Pachuda  24:55  
Let's talk a little bit about decision making every board, almost every board. Mean, there has to be some sort of a decision made. And I think, Jeff, you brought up a good topic, is that brainstorming sort of is not a great thing to do at a board meeting where you're tight on time, you have a specific agenda, you want to knock through things efficiently. So I like to recommend a framework for decision making in boards, right if you're going to come and a decision has to be made. Number one, what is the decision that has to be made? And does everyone know that's coming in advance, right? Number two, are you going to present options? Do you have pros and cons of those options? And then a recommendation, right? And I want to see a recommendation with timeline, resource, cost, you know, valuation impact, if necessary, financials to go with that, and then what action has to come after that? It is the mistake I see. Are folks that come and say, Hey, let's just talk about this topic. We got a term sheet. What do you think? Right? As opposed to, I've got a term sheet. I have option A, B and C. Here are the ramifications of those, and here's what I recommend, because you're the CEO of the company you have to lead. Can you make a recommendation? And do you understand the strategic, financial, clinical, you know, valuation impacts of what you're recommending? And have you thought it through again, but it's back to that comment of, let's not figure it out on the fly during a board meeting.

Jeff O'Donnell Sr.  26:16  
Yeah. I mean, I think that it's a good practice in my experience, just a good practice to have the board members come in the night before, maybe have a meal together and talk about some of the things. Make sure that the slides were reviewed, ask them their opinion on maybe the problem, whatever that problem is, the regulatory problem. Have you reviewed the term sheet that we got last week? You might get no's. But then, you know, maybe that evening they can come to the board meeting a little bit more prepared. The Board member that I really have a problem with is the board member that comes in 15 minutes late for the board meeting because the flight was and the cab was and all that stuff, and then I have a flight back at three, so I'm going to have to leave at two, and they're out of here, and they came unprepared. That's the role of a of a chairman, to make sure that that board member, either, you know, has different expectations when they come in, or is kind of removed then and moved out. The second part of your your your question, I think, is, how prepared is the management team for the board? Do you? Do you hold the management team to quarterly SMART goals? Or what are the corporate goals? Going over the corporate goals at every single board meeting and having the management team talk about, you know, the corporate goal is to file the 510, K in April. And as head of engineering, I'm going through the quality systems and everything, and I'm helping us hit that goal. And I'll end with one thing, if you have a real problem, like a regulatory problem or some type of a legal problem, don't, as a CEO, don't, don't take on all of that responsibility. Bring in your regulatory advisors, bring in the lawyers, bring in the accountants. And when you, as you said, you know your recommendation is or your options are one two, and this is the management recommendation. Understand the financial impacts of that and make your recommendation, but do it with experts behind you, yeah.

Nick Pachuda  28:29  
So let's talk about maybe the topic of fundraising for a minute, because it comes up. And you know, obviously, if you can, if a CEO can tap into their board to help with fundraising. Warm introductions, et cetera. But let's talk about it, because I see it sometimes tip too far in a direction where a CEO is expecting the board to sort of lead the capital raise process. Have you guys seen that? I've certainly seen it. What's I think when it comes to capital raising. How do you see the role of the CEO versus the role of the board? Anyone? 

Stefan Fischer  29:05  
Well, when they didn't, I would even spend a little bit wider it's not only the responsibility of the CEO to answer your question. It's the responsibility of the board. Because, I mean, the board is not micro managing the company, right? But now bring in another aspect, I would say, for an efficient and successful fundraising, you would also be very well served to have a CFO driving the process and preparing everything. Not only that, I'm the CFO, as you know, but that's my experience. Because again, bringing in other people, delegating things, so you can team up, and once in a while it might become important, because the investor wants to see the board that the chairman is joining, but it's not. He's not the showman. He's not the driver of the entire process.

Rui Jing Jiang  29:50  
In my experience, the board is definitely complimentary most investors. I mean, you all are investors, right? Want to hear from the CEO and understand who they are. Investing, right? We often hear the team is the most important asset at the company, especially in the early stages. So I definitely view the board as more complimentary coming in to say, Hey, these are your potential future colleagues, if you invest enough to have a board seat. But that's really it. 

Tamir Meiri  30:14  
Yeah, I think it's a combined role, right? To certain extent, the CEO should rely on the board and vice versa. You know, the earlier the company, the less experienced the CEO. Obviously, the board is going to have a much more significant role. What I hate to see, in a lot of cases, and it's kind of an early stage company problem most of the time, is that he's the CEO. Would ask for a lot of introductions, which, you know, all of us do have, because we're in that network, and he just doesn't follow up on her. That's like, the most annoying thing ever, right? Because you're putting your name on you're like, hey, this is a company I'm invested on. When did you come in take a look at like, Oh, I forgot to follow up on. That's your old

Jeff O'Donnell Sr.  30:49  
Yeah, I think, I think the board could really help the CEO prepare for those meetings. You know, going in and saying, you know, why are you calling on NEA? NEA hasn't made a investment in dermatology in the last 10 years. So that's where the board members can really help, you know, pointing them in the right direction, but not necessarily doing the job for them.

Stefan Fischer  31:11  
Well, actually, I mean, as I said, I've been talking about the the roles of the board members from as an investor, before you send out the CEO for fundraising, you clearly challenge him and say, This is what I would like to see. I mean, clearly we are always asking also to to re up our investment. But nevertheless, I mean, there you can give guide and say, this is investor X or Y, Z want to see, right? This is a story if you want to sell it, because otherwise you will not be successful in your fundraising assets.

Jeff O'Donnell Sr.  31:37  
I'll add one thing, if you don't mind, a lot of the CEOs in the room, you're probably saying, you know, yeah, I mean, yeah, I can bring the CFO with me. I don't have a CFO, or I can't afford a CFO. But in today's world, things have changed, and fractional CFOs are very, very accessible, and we don't mind them. We just love their expertise. They have relationships with audit firms. If you don't get an audit, you get an accounting review. You know, you can't do everything yourself, and if you don't think you can afford it, the fractional side, the companies like yours, by the way, you know Can, can provide fractional marketing people, fractional CFOs.

Nick Pachuda  32:21  
So let's as we talk about adding resources sometimes to the board there's certainly, you know, say you're doing a series a and there's going to be multiple VCs that are coming in on that, and that are going to expect board seats or observer positions. But let's talk about the role of an independent board member. When does that make sense? And what do you look for in an independent board member, anyone

Stefan Fischer  32:43  
Right from the beginning. Right from the beginning, as I said, we are repeating ourselves. I mean, it needs to be diverse board, given where the company is at West stage. But clearly there is a trend that several VCs will send their nominees to the board, and then you have a heavy, loaded VC board, which can be healthy, but most likely it's not adding additional benefit, or that benefit you are looking for as a CEO. So therefore, if there is a in, an educated VC, I would say bringing in, then at the right time, an independent, I mean, clearly we have nomination right, and then we can say, well, maybe I go on that, but perhaps, and we just had that, for example, in one of our portfolio companies where say, well, we bring in an expert because we think that is bringing more value to our investment. I mean, I can always be an observer, right? So I don't need to worry about that.

Nick Pachuda  33:35  
Yeah, raging. How did you think about it when you got to bring in independents? When do you look at the needs of the company and sort of match it up, as opposed to maybe letting your board members fill those spots or make recommendations for you? How do you manage that? 

Rui Jing Jiang  33:51  
As I mentioned, we brought on our independent Board Member fairly early on because we needed some help thinking through aspects that we just didn't necessarily know how to tackle as first time founders. And there were things that our independent was able to bring to the table. You know, with their network and with their for example, brought brought along a great biocompatibility expert in our case, who was able to help us with some initial studies that then attract turned into grant financing. Attracted funding helped us think about how to build a quality management system, I mean certain things, and then getting us access to those resources in the early stages was very critical now, as we've gone on to raise seed and now, you know, raising our Series A and having a first close on that thinking more strategically about okay, what are the specific committees we need to have, whether it be compensation or audit or other things, what role does that independent play? Because they have a different incentive than Vc investors, right? And so it provides more balance, I would say to the board, from my perspective,

Nick Pachuda  34:53  
you know, sometimes I'll get asked about, hey, I've got a I've had a challenging board, or I've got a couple of board members. I'm not sure it's. Is, you know, working the way I would expect. One of the things I encourage CEOs to do is, you know, once a year, assess, assess the board. You know, if you know, given the stage that's specific, where are you within company, and what are your top three or four needs for that year or that phase that you're in, and then look at the board and say, Look, are we in talent recruitment phase. Are we fundraising? Are we, you know, operating and cranking up to a commercial launch? Are we at m and a stage or IPO stage, and based on your board members, of those board members that, especially those you have optionality with some you don't, right? But how are they? How do they do on those key categories, based on what you need for your company at the time, and then do a gap analysis, and where do you need to add? And then look at the profile the people that you want to add and fill that gap. If you need a commercial you can get Chief Commercial Officer, you can't find one, but you can get someone on your board that can get you access to a number of people that can solve that problem. But that comes from assessing what's going well, what's maybe challenging, and doing that on a regular basis, and I think that's sometimes okay to communicate to your board or the board chair is, hey, look, I've got a gap here. What do you think we've got to maybe fix this? Maybe it's on the leadership team, but maybe it's at the board level.

Rui Jing Jiang  36:12  
To that point, Nikki, you just reminded me, sometimes investors play a big role in actually giving up their board seat to that functional expert, 

Tamir Meiri  36:22  
or bring them in server or another audience,

Rui Jing Jiang  36:25  
yes, or a guest, or something like that. So communicating with your investor board seat. I mean, sometimes that there's flexibility there, yeah, okay,

Nick Pachuda  36:34  
well, let's talk about going in the other direction for a minute, how the boards can affect the CEO, right? Because, you know, I think there was a panel this week that founder doesn't always equal CEO, right? Or the phrase that, do you want to be a successful entrepreneur, or do you want to be a CEO, right? And think about that for a second. But you know, with that in mind, sometimes that role of the CEO has to evolve, or the chair they're sitting in needs to evolve. How do you manage that as a board when you've got to evolve the role or the chair that that that that that CEO is in?

Tamir Meiri  37:10  
So I'm going through that with one company, but I've gone through that before, some with unfortunate circumstances, with a CEO, and some with, you know, quite expected circumstances CEO. So I think again, we said it all throughout this, this discussion right setting expectations is probably the most important thing. You need to tell the CEO from the initial inve if an investor, from the initial investment you are expecting to bring in a more commercial stage, CEO, when commercialization is part of that, when you're potentially looking at an IPO, not every successful private company CEO is a successful public company. CEO, everybody looks at Zuckerberg and says, Oh, he's been the founder. He's been there all along. Then that's the unicorn, right? And you don't see a lot of those. So I think a lot of it is about setting expectations and understanding what's expected of the CEO to achieve. And in some cases, and most people are grown ups and adults and can say, you know, mea culpa, or I just can't do this. I don't have the capabilities. I'll step aside, or I'll step away. Not always it is a pleasant conversation, but you know, we're all adults,

Stefan Fischer  38:07  
but what is sometimes very helpful. Coming back to your point about assessment, you can also bring in an HR, C level assessor say, Okay, what do we need in terms of the next steps in the company? And is our management or the CEO capable of that, because then you have an other discussion based on a third party opinion, rather than just doing bug for yourself,

Jeff O'Donnell Sr.  38:28  
yeah, yeah. I think it's a it's always different, right? Because if you have a CEO that's been a CEO, you know, three or four times, and their their process is, they go to mgh, or University of Pennsylvania, and they license technology, and they put their team in place that's a different CEO than the engineer that came up with an idea and has never been the CEO before, right? So, you know, it's it just to me, feels different again, I think it goes back to the first question, being open with the CEO, communicating what reality is going to be with the CEO and the board members. And one thing I didn't say earlier that I I like to say now, is when you're going to bring a board member in to your company chat and observe for couple meetings first to see if it's really what they want to do and and then to understand how many phone calls we're gonna we're gonna, you know, have in a month, and make sure that they're gonna lean in, lean in, real hard to help you. 

Stefan Fischer  39:36  
Well, it's a fundamental question. When you reach out to an independent board member. I mean, we just did it. The first question was, clearly, do we have interest? But the second was, do we have capacity? Right? All right, yeah.

Nick Pachuda  39:47  
So we got about a minute left. I like to do this on my panels about parting shots. So what is one thing that we can tell as bunch of CEOs in the audience, what maybe something that you think is the most important to help them as they're thinking? About, you know, building a board or evolving a board. What's the one piece of advice you want to give everybody?

Jeff O'Donnell Sr.  40:06  
I think I think hard about being President, CEO and chairman of a company. I think in the beginning, you might want to separate that,

Tamir Meiri  40:15  
I agree with that. I'll say the board is not your enemy. So a lot of people treat it that way. Use their expertise, your knowledge, use their network. Treat them with respect, obviously, but use them. They're there for you really

Rui Jing Jiang  40:31  
totally agree. I would say the board is an extension of your team. So the same way you think of hiring the right talent, think of how you get that right board member, and the same way you rely on your team, rely on your board members and bring them in .

Stefan Fischer  40:44  
Absolutely just the board is your support and not a pain.

Nick Pachuda  40:50  
Yeah, I would leave with ru Jing said the communication you can take a board and take your skills and be a resource multiplier. You can be exponentially more valuable with a great board and it can add tremendous value to your company. So in my opinion, learn, engage, communicate, and multiply your resources by having great board members and managing them well. So with that, I thank everybody for your time. Anybody has any questions, meet us after Thank you. 

Tamir Meiri  41:18  
Thank you.