On this spectacular fourth of July (at least in Homer – it’s 60 degrees and not a cloud in the sky), I was enjoying disk 2 of Atlas Shrugged (I’m about 300 pages in) on my run today. I’m deep into the section where all the competent people are quitting and walking off the playing field and the looters are ratcheting up the rules, which have the unintended consequence of destroying the world as they know it. Hank is still fighting it out trying to hold everything together in an increasingly bleak world and Dagny is on her quest to find the inventor of the motor as she naively thinks that will solve everything. The contrasts of the section I’m listening to lingered in my mind long after my run, especially as I pondered the state of affairs (good and bad) in our country 230 years after our birth.
When I sat back down at my computer, a question a that I got a few weeks ago from a reader jumped out at me. The question follows:
If you are an entrepreneur leading a start-up, and you are negotiating investment with a strategic investor or VC, what are the standard or most desirable ways to protect yourself personally now that you have the potential to be fired? Lets say they want to get rid of you in 6 months, and have the ability to do that, what type of parachute or provisions should the founder have on the front end to make sure they are covered in the event of being dismissed or benched? Issues like whether you can be fired at all or just assigned a new role, severance salary/term and protecting your equity. I have heard that covering yourself personally is among the most important terms to negotiate in a term sheet as the founder. If by securing funding you are also unwittingly arranging your own personal demise, what precautions should you take.
I might have answered this differently if it (a) wasn’t the 4th of July and (b) I hadn’t just listened to a particularly disheartening section of Atlas Shrugged. While Jason and I covered the basics in our post on Vesting and part of our Term Sheet series, that only covers one aspect of the question – namely that of what is standard and fair in protecting your stock position. While some VCs and entrepreneurs will try to negotiate employment agreements as part of a financing, I hate these.
If – as the entrepreneur – you are competent – it’s unlikely the premise above is valid. Specifically, very few VCs invest in a company with the idea of firing the CEO in six months. While many CEOs get replaced - and it’s often not pretty – it’s rarely because the new investor coming into a company thought – a priori – I want to get rid of this guy right after I invest.
As a result, I think the most effective approach for an entrepreneur is to punt completely on the employment agreement and issue of “employment protection.” An open, direct discussion with the new investor is key – if the VC believes the entrepreneur should be playing a role other than CEO, get this out in the open in advance of the financing. The entrepreneur should also do the leg work to understand the history of the investor – is this an investor that stands behind the entrepreneurs he funds or does he have a history of revolving door management? When things don’t work out, how does the investor behave – is he fair and appropriate? While you can’t always pick your investor, you certainly can know what you are getting yourself into.
I believe a combination of competence and transparency is the best approach. If you are an excellent CEO, completely open with your investors about the good and the bad, diligent about trying to make the company successful, and completely open to feedback and constructive criticism, it’s unlikely that you’ll randomly get fired. If the company isn’t performing, or you are struggling in your role, being open, honest, and proactive with your investors will almost always be much more effective than “employment protection.” Occasionally you’ll run into “a bad investor” who has nefarious motives, but the world is small and life is short so this shouldn’t be that hard to figure out in advance.
While a cynical entrepreneur might paint this as an idealistic perspective, I’ve found that the real trust between the entrepreneur and investor is much more important than a legal agreement that immediately polarizes people before they’ve even started working together.
Posted in: QACOMMENTS (7)
That is very well written Brad. Quite an interesting read.
I have always believed and advised people that the best way to go about things, is to have trust.
I'm glad to see someone echoing on the same lines.
First-time entrepreneurs especially need to take a step back even from what you suggest - before they have a conversation with their prospective VC, or check out references to see how the VC behaved, they need to think hard about THEMSELVES, and WHEN it is likely that they will no longer be the best person to be CEO, and what role they would take on after a new CEO is brought in. Very few people have the right characteristics to be CEO of a raw startup and CEO of a Fortune 1000 company, so there is SOME point where you will have to or want to step down. Some likely prospects:
- When the first product ships and the company becomes all about sales
- When the organization gets above 50 (or 100... or 500... etc.) and your management skills or interests just don't take you there
- When revenue hits $10m and there are no business processes in place
- When the company is in reach of going public and you're just not comfortable or good at being the public face
Whatever it is, the entrepreneur needs to think about this in advance. Second, then, he needs to think about what role he would take on subsequently and how he could contribute. If a technical founder, CTO is common. If a sales founder, National Accounts or business development is common, etc.
Some entrepreneurs start their companies because they WANT to build a significant public company and be the CEO all the way through - that's a big part of their goal. If a first-time entrepreneur's ego is attached to that goal, and he raises VC money, chances are very good that he will be fired unceremoniously at some point, because he will be irrational about his abilities and skillset. He thinks that the best thing for the business is ALWAYS the same as the best thing for him personally.
Of course, good VCs will see this in the entrepreneur and won't invest, but others will see only the enthusiasm and won't worry about the fact that they'll probably have to fire him.
I couldn't agree with you more, Brad. I see people clawing for every inch of coverage they can get from "employment protection" agrements frequently and I find it disheartening. I believe that successful people are those who play offense at every turn possible. People who waste time playing defense - as they are by creating any "protective" agreement - will only do so at high cost to the business at some point. The clock's-a-tickin'. Better get moving.
I have never dealt with VCs, but I have dealt with these scenarios with individual investors and/or partners. It�s important to �trust� who you partner with, but that trust needs to be balanced and in the agreement.
In my opinion, an employment, operating, or investor agreement is the same as any other business contract. First you need to negotiate the best terms for yourself, but you also need to evaluate how you can get screwed. It�s all a matter of leverage to determine what you can demand and most often you need the investment more then the investor needs to invest in you. However, be sure to demand whatever your leverage allows without souring the deal. Also, be ready to accept that you may only get the minimum the contract allows you and that any protection built in for the other side might be enforced. Never tell yourself, �that will never happen� because if it wasn�t possible the other side wouldn�t ask for it in the agreement. If it was truly not possible then they should have no problem removing it. I have kicked myself many times because I left conditions in contracts out of laziness or rushing to get a deal done and it came back to bite me. I am sure many new entrepreneurs have poor leverage when negotiating such deals, but be weary of anything that locks you into long term non competes and leaves the potential for you to be out of the company with virtually nothing and unable to work in your field of expertise.
Dave,
For your
"Very few people have the right characteristics to be CEO of a
raw startup and CEO of a Fortune 1000 company, so there is
SOME point where you will have to or want to step down. Some
likely prospects:"
Fantastic! Clearly you have formulated an accurate
specification of "the right characteristics" for either "CEO
of a raw startup" or "CEO of a Fortune 1000 company".
Moreover, you have shown that these characteristics are rare.
Please RUSH to submit your work to an appropriate
peer-reviewed journal; you will have many eager readers.
Your work promises to be a major step forward in 'management
science': My understanding of the field is that, yes, there
are people who fairly obviously should not have the
responsibility of leading a company and, otherwise, evaluation
of the potential of people is a notoriously difficult problem
and that no accurate techniques for evaluating a CEO candidate
are known.
Put more plainly, there are two points: (1) The simple bottom
line bold blunt fact is that no one -- NO ONE at all on this
planet -- can provide a significantly accurate specification
of "the right characteristics" for either "CEO of a raw
startup" or "CEO of a Fortune 1000 company". (2) As a result
of (1), your list of "likely prospects" strongly suggests that
you are straining to find any excuse at all -- might include
hangnails, male pattern baldness, poor knowledge of French,
preference for cats over dogs as pets, patterns in tea leaves
-- to dump a CEO.
Let's return to the simple empirical basics: You DO actually
have SOME real business experience, don't you? In particular,
you actually have seen some CEOs at close range, looked for
"characteristics" and observed the results of their efforts?
I have. My conclusion from that experience reinforces the gap
in the 'management science' literature: Beyond some obvious
disqualifications, no one has formulated a specification of
accurate techniques for evaluating a CEO candidate.
For leaders, even obvious disqualifications are not always
important: Consider advanced age, obesity, bi-polar disorder,
alcoholism, and a serious tobacco habit as in Winston Churchill
who led England to victory in WWII.
Or, consider someone with a history of alcohol abuse,
relatively inarticulate verbal skills, care in 'presentation'
before the public somewhat less good than many socially
skilled sixth grade girls. Could such a person ever lead a
large organization? Hmm ....
For a question, broadly there are three possible responses:
(1) Have an answer and know that it is correct. (2) Have an
answer but are unsure of its correctness. (3) Do not have a
reasonably serious answer. It is easy enough to find examples
showing that it's important to keep cases (2) and (3) from
leaking into case (1). Your thinking has such leakage.
Your "If a technical founder, CTO is common. If a sales
founder, National Accounts or business development is common,
etc." reinforces a standard fear of technical CEOs: There is
a slander that more technical knowledge means less management
ability. Nonsense. A much better presumption is that more
technical knowledge means better work ethic and better
intellectual abilities (in a field where we really can tell
good work from bad). Your statement seems to be an excuse to
put in as CEO a person of no particular abilities and, thus,
subservient to the Board members who made them CEO. Yes, that
is a fear: Some of the Board members want a subservient CEO.
Your
"Some entrepreneurs start their companies because they WANT to
build a significant public company and be the CEO all the way
through - that's a big part of their goal. If a first-time
entrepreneur's ego is attached to that goal, and he raises VC
money, chances are very good that he will be fired
unceremoniously at some point, because he will be irrational
about his abilities and skillset. He thinks that the best
thing for the business is ALWAYS the same as the best thing
for him personally."
shows simmering irrational hostility for CEO entrepreneurs.
Your are presuming that the issue is "ego", and that
presumption is not justified. It does appear that you are in
an 'ego' battle with CEOs, do not like a CEO who is strong,
capable, and successful, and are eager to put in a CEO
subservient to you.
Here is another point: Your "Very few people have the right
characteristics to be CEO" suggests that a founding
entrepreneur CEO who has been successful so far may have the
rare mysterious unspecified 'right stuff'. Since you are
claiming that this 'right stuff' is so rare, better leave the
CEO in place until it becomes clear that they are making some
serious mistakes.
I have recently reviewed some of WWII: D. Eisenhower really
was significantly to blame for the disaster at Kasserine Pass.
Yet, a few weeks later, his leadership resulted in total
victory in North Africa and the capture of 240,000 (some
estimates are as high as 350,000) enemy troops. Not even an
early mistake is sufficient to conclude that the leader is
bad.
For giving up the CEO position, a successful founding
entrepreneur CEO will likely have at least two strong
concerns: (1) A CEO has a LOT of power in the company. The
new CEO may act in ways that are subservient to the Board
members who wanted that CEO and against the interests of the
founding entrepreneur CEO. (2) The founding entrepreneur CEO
apparently wanted to build a successful company and has had
some solid success so far. This CEO, then, will fear that a
new CEO will seriously hurt the company and, thus, hurt what
the successful founding entrepreneur CEO built and hurt that
CEO's financial position. E.g., recall your "Very few people"
remark; the successful founding entrepreneur CEO is right to
be concerned that a new CEO might 'mess up' the company.
More specifically, if the company grows so that some of the
issues -- e.g., legal issues in human resources, publicity and
advertising, international marketing, preparation for an IPO,
patent portfolio negotiations -- are outside of the CEO's
expertise, then the obvious solution is not to make, say, an
expert in publicity and advertising the CEO, but for the
present CEO to get some additional expertise for staff and/or
VP positions or maybe a COO. In other words, the CEO draws
information from others and delegates.
Is the ability to draw information from others and delegate
rare? In the US, clearly no: The US is just awash in people
who have successfully done so while managing organizations up
to 1000 persons. Can find such people in the military,
government, education, health care, main street business, etc.
Such management skills are routine and widely available and
not rare at all.
There is more in your
"When the first product ships and the company becomes all
about sales"
Sure, for it's "all about", we can list each of sales,
revenue, earnings, preparation for IPO, improving the present
products, coming out with new products, enabling good
innovation and holding down on middle management 'goal
subordination', human resources for getting employees who can
contribute to growth, training, motivating the workers,
getting high quality from the development team, development of
the brand, understanding what the customers want,
understanding what the competition is doing, going
international, etc. So, net, for the CEO, it really is "all
about" building a valuable business and not just "all about
sales" or any other single issue. If you are prepared to
believe that commonly it's "all about" some single issue, then
you should not have a role in selecting a CEO.
For your
"When the organization gets above 50 (or 100... or 500... etc.)
and your management skills or interests just don't take you
there"
Nonsense. Maybe the CEO needs a COO, but the company
definitely does not need to make a COO the CEO.
For
"When revenue hits $10m and there are no business processes in
place"
Sure, at times some good "business processes" are important,
but they are nothing like a reason to change a CEO. IBM went
to annual revenue of about $60 billion with huge gaps in place
for "business processes". Further, the problem with continued
growth of IBM was definitely not lack of "business processes".
To get rid of a successful CEO who knows the business and put
in someone who has a background in "business processes" would
be grand blunder.
For your
"When the company is in reach of going public and you're just
not comfortable or good at being the public face"
Nonsense. The CEO definitely does not have to be a "public
face". Sounds like you want to get rid of a successful CEO
who "knows the business" and replace them with a publicity
consultant which would be a grand blunder. Exercise: Go down
the list of the Fortune 1000 and list the CEOs that are "good
at being the public face". Also, list famous CEOs who were
not "good at being the public face" but became good.
Net, you are eager to find trivial reasons to replace a
successful CEO.
For a few words, what is key about the current CEO is that he
clearly "knows the business". Especially for a rapidly
growing business in 'high technology', what is special is this
knowledge of "the business" and not 10 years of experience in
each of two dozen topics that are routine.
Sigma,
Your verbose critique of my rather basic comment to a blog post misses the mark in a fundamental way: my suggestion was not that these are all reasons for firing an entrepreneurial CEO; rather, it was that the entrepreneurial CEO **REFLECT ON** these issues and try to understand him/her self with respect to the long-term future of the company. Even if his ultimate conclusion is that he is qualified to lead the company indefinitely, he will almost certainly discover things about his interests, desires, and skills that he needs to deal with to be the best CEO he can be. Further, this will faciliate productive, intelligent conversations about his role and abilities with his investors when the business inevitably DOES face challenges and questions are raised about the entrepreneur/CEO - as opposed to the pointless battle of wills that often occurs in the absence of such self-awareness.
You should also try harder to follow your own advice about "have an answer and know that it is correct." As it turns out, I am a several-time entrepreneur CEO who also advises entrepreneur CEOs. So although it is possible (but perhaps unlikely?) that I have "simmering irrational hostility" toward myself and others of my ilk, I am certainly not engaged in any ego battles with them.
By the way, if you are not already an Objectivist you should seek them out, you will find that you have much common ground with their thinking processes and argumentation style. www.aynrand.org.
Dave,
For your
"Your verbose critique of my rather basic comment to a blog
post misses the mark in a fundamental way: my suggestion was
not that these are all reasons for firing an entrepreneurial
CEO; rather, it was that the entrepreneurial CEO **REFLECT
ON** these issues and try to understand him/her self with
respect to the long-term future of the company."
Shorter explanations tend to omit material.
Three points and a summary:
(1) Your **REFLECT ON** needs some 'reflection':
On the one hand, sure, a CEO needs continually to "reflect on"
what items go on his 'to do' list and what to do with each
item.
On the other hand, clearly a major theme in your post was the
CEO leaving his job for "the long-term future of the company",
e.g., for a technical CEO to become CTO.
Moreover, you did say, "there is SOME point where you will
have to or want to step down" which means that you have
concluded that the founding CEO will likely have to go, sooner
or later, i.e., that early retirement is likely necessary for
company founders.
So, you have in mind more than "**REFLECT ON**".
For a CEO to hear such statements from his Board member would
be at least 'worrisome' and possibly scary, provocative,
threatening, etc. A CEO who missed these possible
implications would be obtuse.
On "my suggestion was not that these are all reasons for
firing an entrepreneurial CEO", a related 101 level lesson
would be, before saying or doing something, first estimate
what the emotional and/or rational effect might be on others.
Learning this lesson here costs $0.00. Learning it in a Board
room could be expensive.
I would like to be watching when you explain that, due to
"abilities and skillset ...there is SOME point where you will
have to or want to step down", to Steve Jobs, Bill Gates,
Warren Buffett, Larry Ellison, Fred Smith, James Simons, etc.
(2) In the words of a large fast food chain, the reasoning in
your "Very few people have the right characteristics to be CEO
of a raw startup and CEO of a Fortune 1000 company" is a
whopper. Suppose the chances of winning 10 games in a row
is 1:1024. Then, with your reasoning, once a team has won
nine games in a row, you will give odds of at least 1000:1
against them winning the 10th game, and I will take that bet.
Or, for that company and some person, let event A be that the
person is successful as a founding entrepreneur CEO for that
company, and let event B be that the person is successful as a
CEO of the Fortune 1000 version of that company.
Your remark is that P(A and B), i.e., the probability of both
events A and B, is small. Okay; reasonable enough. But
irrelevant.
Clearly what is relevant is the comparison between P(B|A),
i.e., the **CONDITIONAL** probability the person will be
successful as CEO of the Fortune 1000 version of the company
**GIVEN** that the person already has been successful as the
founding CEO of that company and P(B), the probability the
person would be successful as CEO of the Fortune 1000 version
of that company.
Of course, if events A and B are independent, then P(B|A) =
P(B). But it is more resonable to believe that the events A
and B are related in a way that yields P(B}A) > P(B) in which
case it is better for the company to keep the current CEO.
(3) The role of the founding entrepreneur CEO in the company
-- based on the evidence that the CEO 'knows the business' and
has done well so far -- is a big thing. The possible need for
'business processes', etc. are comparatively small things.
E.g., for 'business processes', maybe someone in the CFO's
office would like to take on a project to propose what is
needed. To give up the role of the CEO for progress in
'business processes', etc., whether this idea comes from the
Board or a CEO who does "reflect on", is to forget big things
and strain over comparably small things, a case of the old
'straining over gnats and forgetting elephants'.
It is common for CEOs with venture funding to be afraid that
the venture firm will be eager to get a new CEO. Your
comments reinforce this fear.
Summary: (A) A technical founding entrepreneur CEO who has
done well so far has strong evidence of 'knowing the
business', and this is a key qualification and a 'big thing'.
(B) There are many small things to be handled in a company;
the CEO is supposed to handle these or, more likely, manage
the people who handle these. (C) Replacing a CEO is a 'big
thing', difficult to do successfully, and not to be done due
to 'small things'. (D) Since there are no accurate criteria
for selecting a CEO, in part have to fall back to, say,
"nothing succeeds like success". So, as long as a CEO is
doing well, lean back, count the blessings, and remember that
in music the easiest note of all to play is the rest yet some
beginning music students have trouble with it. When the best
thing to do is nothing, then by all means do that. (E) If the
Board does have some suggestions, e.g., the company may need
some 'business processes', terrific. The CEO may get someone
in the CFO's group to do what is needed, and the Board's
reactions should be welcome. (F) Generally the big issues in
the growth of a successful company are much more difficult --
conceptually and operationally -- than a project for some
'business processes'. These big issues are where any extra
brain energy should be concentrated.
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