1. Rock Your Board May 31st, 2011 Bryan Birsic, Senior Associate

3. Places the Board should add value

4. Board meeting best practices

5. The importance of Board dynamics

6. Rules for making your Board work for you

7. Q&A2

8. The Basics: The Board of Directors 3

9. Places the Board should add value 4

10. Board meeting best practices 5 Send Board materials at least two days in advance and expect/demand Board members to have read and thought through them. No laptops, no smartphones. Begin with the update / management recommendation section, quickly move through any outstanding questions or issues. Leave the majority of the discussion to high-level, critical business issues. Introduce these on a single slide – aim for 3-5 discussion topics. At the end of each meeting, assign responsibilities to each board member and make note of them in a shared space. Review previous Board meeting assignments.

11. The importance of Board dynamics 6 A startup inevitably faces very tough decisions with and alongside the Board of Directors. Building trust between and within management and Board members is key to successfully negotiating these critical moments. – Bryan Birsic

12. Rules for making your Board work for you 7 Run the meeting – Every Board member has thoughts on your product roadmap and what feature her daughter dislikes, be strict in focusing them on the areas they should be adding value. Demand preparation – Run the meeting as though everyone’s reviewed the update materials (financials, 409s reports, option grants, new hires/comp). Make it awkward for a member who has not. Ask for tangible value – List the ways each member can add value each meeting, whether it be introductions to potential hires/acquirers/biz dev partners or connecting with portfolio companies that are making a marketing channel work you haven’t yet cracked. Hold each member to this list. Build relationships - Develop strong bonds between and within the Board with events, dinners and experiences.

13. Q&A 8 What did I leave off guys and gals?