Tips for Board Composition and Dynamics

If I had to rebuild a nonprofit board from scratch today, I wouldn’t start with donations, instead I would start with: Decisions. Because most boards aren’t underperforming due to lack of funding. They’re underperforming due to lack of firepower. Here’s exactly how I’d build a board that acts more like a founding team: 1. Recruit for wisdom, not wallets Stop saying: “We need help fundraising.” Start saying: “We’re assembling a strategy team to scale [your mission].” You’ll attract operators, not spectators. Mission-obsessed thinkers instead of passive check-writers. 2. Treat them like co-founders, not cheerleaders Forget the tired “give, get, or get off.” Do this instead: • Assign 90-day micro-committees • Match board seats to real functions (finance, policy, partnerships, etc.) • Give them a problem to solve, not a deck to watch People join boards to build. Not just vote. 3. Build range, not just representation Diversity isn’t only about background. It’s also about capability. Your dream board includes: • A CFO who’s saved a company from collapse • A founder who’s scaled under pressure • A comms expert who can turn your work into headlines • A policy insider who’s worked the system from the inside That’s how you make your board crisis-proof. 4. No more status updates Board meetings should feel like war rooms, not weather reports. • Send a pre-read • Ask one bold question: “What’s blocking our growth this quarter?” • Leave with actions, not applause People thrive when they’re pushed to think, not just sit. 5. They don’t need to raise money. They need to open doors If your plan is “ask their friends for $500”… you don’t have a plan. Instead: • Train them to broker strategic intros • Have them host private briefings • Leverage their name in the room • Get them active on LinkedIn Smart boards don’t just support your work. They scale it. 6. Culture over bylaws The best boards run on: • Candor over comfort • Curiosity over control • Momentum over perfection You can’t build a high-impact board on politeness and PowerPoints. In 2025, a board should feel less like a committee. And more like a startup team. Not a group of donors. A circle of builders. Comment “Board” and I’ll send you a free resource to help you build one. With purpose and impact, Mario

Community banks should consider Advisory Boards as a path to Board membership. I recently met a businessperson who shared an intriguing approach to bank board recruitment. He had joined a community bank's advisory board, with both parties viewing it as a potential pathway to full board membership. He was attending a bank directors' school to deepen his understanding of the industry - a clear commitment to the future role. I think this is an elegant solution to a challenging problem in bank governance. Finding the right board members is critical, yet the traditional approach of directly appointing new directors carries significant risks for both parties. The advisory board model creates a structured "try before you buy" period that benefits everyone involved. Banks should consider using this model, particularly given the urgent need to evolve board composition. Today's banks face complex technology challenges - from digital transformation to cybersecurity threats - that require different expertise than traditional banking board backgrounds have provided. They need board members who understand these emerging challenges while still being able to fulfill core governance responsibilities. The advisory board pathway offers several compelling advantages. For banks, it gives an extended evaluation period to assess expertise, as well as factors like cultural fit, engagement level, and ability to contribute effectively to the board. It reduces the risk of unsuccessful appointments and creates a pipeline of candidates who learn the bank’s specific challenges and opportunities. For potential board members, especially those from non-banking backgrounds, this onramp offers valuable context before taking on full board responsibilities. They can learn the regulatory landscape, build relationships with existing board members and management, and truly understand the board role. Technology executives or entrepreneurs may bring crucial expertise but need time to understand the unique aspects of bank governance. Potential challenges: Banks need to structure advisory roles with clear expectations about the potential (but not guaranteed) path to board membership. They need to manage confidentiality appropriately and ensure the advisory board doesn't create governance confusion. Find ways for advisors to still offer the bank value. Banks need to diversify their boards' expertise while maintaining strong governance. Advisory boards offer a practical solution. It provides a structured way to bring in new perspectives while ensuring some preparation for the critical role of bank director. More banks should consider it as they plan for board succession and evolution. Have you seen this at many banks? Heard any positive or negative results? From the one advisor I just met, he seemed happily on his path to becoming a board director.

✨ Building Stronger Boards Through Structure and Strategy ✨ One of the most transformative changes I’ve seen in nonprofit governance is embracing a corporate-style board and committee structure. At my previous organization, we adopted this model, and the results were powerful—not just for our operations but for the leaders who stepped up to serve. Here’s how it worked: ✔️ 1st Vice President: Focused on nominations and board development. Their role ensured we had a consistent pipeline of engaged, prepared board members. ✔️ 2nd Vice President: Oversaw resource development, fundraising, and budget, driving the financial health of the organization. ✔️ 3rd Vice President: Focused on facilities and programs, ensuring alignment between our mission and operations. This structure wasn’t just about delegating responsibilities—it created a leadership pipeline. Board members moved through these roles, gaining hands-on experience and preparation to step into the chair role with confidence. Gone were the days of “Tag, you’re it!” or the fear of being stuck as chair indefinitely. This model built leadership, fostered engagement, and ensured no one carried the burden alone. 🔑 Why this works: • Prepares leaders to succeed, not just serve. • Ensures strategic alignment across committees. • Avoids burnout by distributing responsibilities. 💡 Your board doesn’t have to stay stuck in old models. Leadership development and succession planning are critical for nonprofit sustainability. What structures has your organization tried? Let’s share ideas to build better boards together! Drop your thoughts below ⬇️ #Leadership #BoardDevelopment #SuccessionPlanning #BuildingBetterBoards

Great Board conversations don’t sell—they stretch your thinking. Having spent time both as a member of the management team working with the Boards and as a Board member myself, I’ve seen a few common pitfalls that even seasoned leaders fall into. Here are three that stand out: 1. Trying too hard to “sell” the strategy. Your job with the Board isn’t to pitch—it’s to inform. The goal is to create a regular rhythm of updates around the business, strategy, and execution. One of the fastest ways to lose credibility is to act like everything’s perfect. Every company—no matter how successful—has real challenges. Board members know this. Being candid about those challenges doesn’t make you look weak. It makes you trustworthy. Transparency matters. Your numbers already tell part of the truth. Bring the rest. 2. Keeping the strategic aperture too narrow. Executives often focus on operational detail and forget that Boards can be most helpful in widening the lens. Leverage their distance from the day-to-day as a feature, not a flaw. I cringe when I hear, “I need to dumb it down for the Board.” In reality, the best Boards raise the level of strategic thinking. Bring them into big questions: “What does our industry look like in five years? Where should we be positioned?” Boards are at their best when they help you challenge your assumptions and stretch your thinking. 3. Not asking for guidance. Some of the best advice I’ve ever received in my career has come from Board members. Don’t just report—ask. Tap into their experience. Invite their perspective. The Board appreciates humility, especially when you say, “I haven’t figured this out yet—I don’t have the answer. But what are the strategic issues you would consider if you were in my shoes?” Because here’s the truth: The smartest executives don’t try to impress the Board—they learn from it. And here are 3 things I’ve learned to always get from a great Board conversation: 1. Start with the commercial “why.” Boards aren’t there for a product roadmap walkthrough—they want to understand business impact. Always lead with the commercial dimension. Why does this matter for revenue, margin, competitive advantage, or long-term growth? When you start there, everything else has context. Your Board isn’t a stage—it’s your secret weapon. 2. Define what good looks like. One of the most helpful things you can do is to show what “great” would look like—clearly and with metrics. It gives the Board a benchmark to assess against, and it keeps the conversation focused on outcomes, not just activity. 3. Ask what you’re not seeing. The question I’ve found most consistently valuable: “What do you think we’re not thinking about as a management team?” You’ll be amazed at the insight that comes back. This invites perspective without defensiveness—and you’ll often uncover blind spots or strategic angles that weren’t even on your radar. Because Boards aren’t there to be dazzled—they’re there to help you see what you can’t.

A few weeks back, I watched Maggie Hott, GTM leader at OpenAI, confidently navigate her first board meeting at Unify. Having worked with her through Emergence Capital's Operator in Residence (OIR) program, seeing her immediately contribute valuable insights made me think about how most board members receive virtually no training for this critical role. At Emergence, we've built our firm around developing board excellence. We grow all our partners from within and have established a culture of mentorship focused on board service. Junior investors aren't thrown into the deep end—we pair them with senior GPs to observe effective board dynamics firsthand. My initial experience was at DroneDeploy alongside my partner Kevin Spain, where I got great mentorship before taking on independent board responsibilities. We extend this methodology to our OIR program, where operators learn how to be effective board members. Based on my experience mentoring directors, here are the fundamental principles I share with first-timers for how board members can best support founders: 1. Reframe the purpose: Problem-solving, not reporting If your board meeting is primarily reporting, you're wasting your management team's time. Information sharing should happen asynchronously, with board members engaging with materials before the meeting. This enables the live session to leverage collective intelligence on critical challenges. This rarely happens because many directors overextend themselves across too many boards—another reason we maintain a disciplined investment pace. 2. Master the Socratic approach The most valuable contribution often comes through thoughtful questions rather than declarative statements. Your objective is to enhance the decision-making capability of management. I enter each meeting with 1-3 specific areas where I know I can add value, focusing questions on these topics. 3. Follow-through separates professionals from amateurs Diligently document your commitments, establish clear action items, and execute them. It's crazy how just doing this proactively makes a board member stand out. 4. Understand your unique contribution to the board ecosystem A high-functioning board resembles a great basketball team—you need complementary skills, not redundant ones. In every meeting, I stay conscious of my distinct value relative to others in the room, whether that's SaaS expertise, AI knowledge, or a particular relationship dynamic with the CEO. I calibrate my role based on needs—sometimes assertively addressing areas where others have less experience, other times asking probing questions where fellow members have deeper expertise. -- To my knowledge, Emergence is the only VC firm with a formalized program dedicated to board excellence. It's an investment that yields returns where they matter most—in bending the odds of success for our founders. Founders, I'm curious: What board member behaviors have you found most valuable?

A few weeks ago, I was talking with an ED in my program who was running on fumes. She felt like she was carrying the entire organization on her back — fundraising, strategy, operations—and her board? Just… there. They showed up to meetings… They nodded along. But they weren’t ACTUALLY helping. They weren’t leveraging their networks. They weren’t stepping up as thought partners. They weren’t fundraising… And it left her feeling completely alone. The problem? She was treating her board like an audience instead of a team. Board disengagement usually isn’t about “bad board members.” More often, it’s about lack of clarity, expectations, and meaningful engagement. Here’s what I told her: Want your board to step up? Make it easy for them to engage. ✅ Clarify their role. If they don’t know what’s expected, they won’t engage. ✅ Shift meetings from updates to strategy. Stop reporting—start problem-solving. ✅ Show them their impact. Board members need to see how their involvement makes a difference. ✅ Be specific about support. Instead of “help with fundraising,” ask them to host cultivation events in their home. Remember: You don’t have to do this alone. Your board should be your biggest allies — how can you set them up to be what you need them to be?

“Noses in, fingers out” is a bad board proverb. Over the years, I have seen this phrase repeated as a guiding principle for boards. The philosophy: Boards are meant to govern, not manage. Their role is to guide strategy, ensure accountability, and support leadership rather than run the business themselves. But in practice, “noses in, fingers out” can prevent boards from offering the kind of constructive support CEOs actually need - especially when things are not going as planned. Too often, board engagement defaults to performance assessment. But if the goal is long-term value creation, boards must also view themselves as developmental partners to the CEO. This requires a different mindset - one rooted in vulnerability, openness, and shared ownership of the unknowns. In practice, this means moving from broad oversight to deep partnership in the areas that matter most. It means the board chair sitting down with the CEO and asking, “Are we engaging in a way that truly helps you perform at your best?” If the CEO responds, “I have this,” and performance does not improve, then a decision point is near. But if the CEO says, “I have some of this, but I need help in other areas,” that is not a red flag - it is an invitation to co-create, coach, and iterate. Help can take many forms: weighing in earlier on strategic direction, rather than reacting to a finished product, or supporting a CEO to troubleshoot execution approach when the strategy is sound but results are lagging. In the best boardrooms, engagement with the CEO is not defined by hierarchy, judgment, or distance. It is defined by trust, candor, and a shared commitment to building something better. While no CEO wants board members to act like management, they want engaged board members who offer ideas, and wisdom and are true sounding boards along the journey.

In the last several months, I have been asked this question by several organizations, including for-profit companies and nonprofit organizations. My opinion is the issue causing the dysfunction is very consistent across organizations. For many organizations, it is not clearly defined as to the role of the CEO and the role of the board. Since the roles are not well defined, it is very easy to make assumptions, which leads to a high level of frustration on the part of all participants. I was taught early in my career at Baxter that the best way to think about boards and governance is a really simple rule: “management manages and boards govern.” If this rule is clearly understood and followed by board members and management, things work very well. The problem starts when board members believe they should be directly involved in management, or management forgets that they report to the board in their role as fiduciaries. Mr. William Graham, the longtime chairman and CEO of Baxter International explained very simply, “Think of the relationship between the board and management as a window. The board opens the window and gives advice to management, challenges management, and holds management accountable. But it is a window. It is not a door that the board walks through and begins to manage.” He also told me that the only operational decision that the board should make is whether or not they have the right CEO. If the CEO is not doing the job, they should be replaced rather than the board starting to take the place of management. In addition to my comments above, here’s some advice that can help the process be more productive. I really believe the reason the people get frustrated is because they make assumptions, and we all know the danger with making assumptions. Therefore, in order to reduce frustration, I advise leaders to minimize assumptions by following a simple, four-step process: 1. Set clear expectations for both the CEO and the board. 2. Clearly communicate the expectations so that everyone involved in the process is well informed. 3. Hold both the CEO and the board accountable for achieving the expectations. This is reasonable if the expectations really are clearly set and clearly communicated. 4. Make the consequences, both positive and negative, clearly understood. I am sometimes asked how you know whether you have clearly set expectations. The answer is very simple: If expectations are clearly set, nobody should be surprised. My strong view is that if several of the parties are surprised, by definition, the expectations have not been clearly set. And if that’s the case, then let’s not wonder why things are dysfunctional. #boardsofdirectors #management #valuesbasedleadership #expectations https://wp.me/p4ONH1-3h4

You're on the Board of a nonprofit organization. And you’ve just hired a new Executive Director. They’re bringing fresh perspective, steady commitment, and a deep sense of purpose. I’ve seen two versions of what happens next. One ED gets a warm welcome, a few quick meetings, and a plate full of expectations. They’re ready to go, yet unsure what success looks like. Within a few months, the excitement gives way to uncertainty. The other ED walks into the same complexity, but with something different from you as the Board. Clear priorities. Shared context. And a Board that shows up consistently and helps shape the work ahead. Twelve months later, that leader is still learning but also leading. The first one? Already burnt out from the overload of figuring everything out solo. What made the difference? 1. 𝗔 𝗳𝗼𝗰𝘂𝘀 𝗼𝗻 𝘁𝗵𝗲 𝗳𝗶𝗿𝘀𝘁 𝘆𝗲𝗮𝗿 It’s easy to assume your new ED will figure out what matters from a packet of onboarding materials. But narrowing the focus early is one of the most helpful things you can do as a Board. Give clarity into: • What do we need to stabilize or strengthen? • Where can we build momentum? • What would progress look like one year from now?    You’re not making the job smaller. You’re making it doable. 2. 𝗦𝗵𝗮𝗿𝗲 𝘁𝗵𝗲 𝘀𝘁𝗼𝗿𝘆 𝗯𝗲𝗵𝗶𝗻𝗱 𝗸𝗲𝘆 𝗿𝗲𝗹𝗮𝘁𝗶𝗼𝗻𝘀𝗵𝗶𝗽𝘀 New EDs often spend the first year trying to figure out who holds influence, who needs support, and who they’ve accidentally overlooked. You can shorten that runway. So here, go beyond introductions to the new ED. Coach them with context. Share: • Where trust already exists and how it was built • Where expectations have gone unspoken • Where previous tensions may resurface without context • Why funders and supporters are longtime champions, get specific • Who they need to know before the first public meeting Context helps underpin confidence. 3. 𝗢𝗳𝗳𝗲𝗿 𝘀𝘁𝗲𝗮𝗱𝘆 𝘀𝘂𝗽𝗽𝗼𝗿𝘁 The goal here is to reinforce clarity, confidence, and trust. And build a partnership effort, not to micromanage. Set a rhythm for support: • Regular check-ins that focus on learning, not evaluation • A clear point of contact on the board Shared expectations about decisions, communication, and pace While transitions are full of unknowns, you NS your full Board can smooth out a lot of those by using this 3-step approach.

My board members are some of the most valuable thinkers I’ve met. Here’s what I do to ensure the time we spent together is as thoughtful and strategic as possible: 1. Focus on collaboration & transparency I come prepared with questions and discussion points to get different perspectives and everyone involved. And use financial reports and performance metrics to tackle a strategic issue and company’s long-term direction. I’m honest about how I’m doing and how the market may or may not affect my goals. 2. Build a preparation plan I invest in heavy prepwork up to a month before every board meeting. I ask my department heads to put together a 3-6 page doc outlining where they’ve been & where they’re heading to get a better picture. We compile a single doc that we share ahead of the live meeting. This way, they have full context and background. Then in the live meeting, we can take advantage of the board’s expertise and focus on how to move the company forward. 3. Tap into your board’s superpowers What can each board member offer your department heads to help them move the needle? I like to learn the board inside-and-out and build the agenda around those key conversations. I intentionally facilitate conversations between my board members and my executive staff to ensure we’re fully taking advantage of these superpowers. I’ve been running Clari this way for 10 years, and it’s been essential to our growth.