#15: Decisions and Board Meetings

Jasper_Name“Decisions are made by those who show up.” – President Josiah Bartlet

I love that quote. It’s probably one of my favorite quotes ever written. And, yes, it came from a fictional president. That doesn’t make it less true. This past week Merge’s most recent board meeting reflected this statement perfectly.

Merge holds six board meetings every year and yesterday was a big one. It was the first board meeting since the latest round of funding and it was set to be Ryan’s opportunity to show the board his renewed vision of Merge with our coffers once again full. Yeah, that didn’t happen as planned.

The board is currently made up of nine directors. Because he was the first investor Jason Hamilton pushed to be the Board Chair and for the past several months he has been extremely supportive and hands off. Ryan, Alison, and myself also hold board positions. And the other 5 are made up of 4 investors and one of Ryan’s early advisors from his days at Shippd.

We’re a good bunch that get along. Until yesterday.

Ryan was in the middle of his CEO report to the board when the wheels fell off.

“As you can see we are stepping up the number of software applications that we create in-house in order to better control the initial environment,” Ryan said motioning to a dull line graph on the screen.

“Where’s Alison?” asked our newest board member, Jonah Hester.

I was a little surprised by the question in the middle of Ryan’s report that I stopped sketching in my notebook.

“She has been working off site for the last week for a change of scenery,” Ryan replied confidently. “But at the moment her team is working on these apps that–”

“Shouldn’t she be at this meeting at the very least? She is a board member and all.” Jonah said interrupting Ryan.

This was the most back and forth I’ve seen at a Merge board meeting. They are typically a formal update on things the board members already heard about in emails and phone calls during the week before the meeting. Usually Ryan takes a day to practice his update, an intern picks up lunch for the group, Alison takes the meeting over from Ryan after his report is delivered, and then most of the directors head out for afternoon drinks following the meeting.

The investors haven’t lost their money and the three early investors, like Jason, who are on the board are enjoying a nice $100+ million valuation on their investment. Everyone should be as happy as clams. As the newest investor, though, Jonah is a little more troubled by anything out of the ordinary.

Given Alison’s noticeable absence (she didn’t even call into the meeting) and the recent influx of capital to take Merge to the next level, more questions are going to come eventually, but even I expected a pat on the back and an obligatory “keep up the great work”. Jonah wasn’t having any of that. Not with millions of dollars of his own money on the line.

Ryan took an audible deep breath and replied, “She should be, but she feels that her productivity will be more beneficial to the company in the interim if she remains outside the office.”

Ryan was lying. Well, half lying. Alison did want to be more productive out of the office, but she also didn’t want to be around Ryan. I don’t personally care what their deal was as long as moving forward on the software side to keep up with the hardware platform. We’re about to settle on the design of the device for our first pre-order run. That’s why I was sketching in the meeting.

“We need growth, Ryan,” Jonah said calmly. Jonah is an ex-investment banker in his early 40’s from Seattle who also once worked for Microsoft in the early 1990’s. He was nice enough before the meeting started, smiling and joking with the other directors. But now he was all business.  “Without growth we won’t be able to build a strong company in the long run.”

He turned to face my side of the table and looked directly at me with piercing grey eyes.

“Jasper,” he said calmly, “are we almost ready to start production on the devices? I heard you are heading to China soon to interview manufacturers.”

“We are heading out sooner rather than later,” I said.

“Okay,” Jonah responded with a nod. “The way I see it, Ryan, the hardware side is nearly put to bed and the rest of Merge’s development will rely on a strong software platform, which we already have. Now we need to make our offerings more robust and appealing to our users. To do this we need a strong software team. Explain to me how the FUCK you plan on having a strong software team when the head of that team, and her second in command, are in Hawaii working remotely because you and Alison are having a fight?”

All the air was sucked out of the room and for the first time I saw Ryan stone silent without a response.

“I know you and Alison had a disagreement about where to lead Merge,” Jonah continued. Ryan was quite surprised by that statement prompting Jonah to say, “I don’t invest money in a company without knowing the people. Do you want to lead Merge forward, Ryan?”

“Of course I do, but–”

Jonah cut him off again, “Then do it. I know I’m one of the new guys here, but you need to get your house in order.”

“What would you have me do, Jonah?” Ryan said as he slammed the board package he was holding down on the table.

“If Jason would be willing to agree to this I recommend ending this meeting in the next five minutes and then you get your ass on a plane and return with Alison as quickly as you can.” Jonah said all this as he stood up for what I think was dramatic effect.

“Seconded,” said Jason. “All those in favor of ending the meeting early?” Everyone but Ryan raised their hand in agreement. “Motion carried. Jasper, can you hold down the fort while Ryan is out of town.”

“Absolutely,” I said. I wasn’t about to disagree with Jason. “Shouldn’t be an issue. We’ll have to put a hold on hiring developers though. I wouldn’t make anyone believe I had the knowledge base to hire the right software team.”

“Very well,” Jason said. “If it’s okay with everyone I recommend we meet again in 2 weeks to catch up where we left off.” Everyone nodded their heads. “Alright, see everyone in 2 weeks.”

Ryan stood with his shoulders noticeably drooping. Jonah walked up to him and said, “Don’t you have a plane to catch?” and walked out with the other directors.


Next Post – #16: Leading Through Humility

Previous Post – #14: Nerf Guns, Free Food, Beer, and the Trappings of Startup Life

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