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Why a Startup Needs a Board: The Why and How of Constructing a Board Early
Spencer Rascoff
Spencer Rascoff serves as executive chairman of dot.LA. He is an entrepreneur and company leader who co-founded Zillow, Hotwire, dot.LA, Pacaso and Supernova, and who served as Zillow's CEO for a decade. During Spencer's time as CEO, Zillow won dozens of "best places to work" awards as it grew to over 4,500 employees, $3 billion in revenue, and $10 billion in market capitalization. Prior to Zillow, Spencer co-founded and was VP Corporate Development of Hotwire, which was sold to Expedia for $685 million in 2003. Through his startup studio and venture capital firm, 75 & Sunny, Spencer is an active angel investor in over 100 companies and is incubating several more.
If your business is a corporation, you are required by law to have a board of directors. For many startups, it can seem like just an option. However, there are many reasons startups should aim to form their own board of directors early in their lifecycle.
Does Your Startup Need a Board of Directors?
Yes. Even for experienced founders, a new company comes with new challenges — and an opportunity to make all new mistakes. For first-time founders, you don’t know what you don’t know. The best way to avoid many of these mistakes is to surround yourself with experienced counsel, and a board is a way to formalize that. The primary job of a board of directors is to look out for shareholders' interests, oversee corporate activities, assess performance, assess the CEO and senior management and give feedback about the future direction of the company. Your board should help provide advice and mentorship from people who have been there, done that.
When Should Your Startup Form a Board?
As you start to think about your board as founder and/or CEO, the board can initially be as small as just one director: you.
As the startup grows and evolves over funding rounds, you should expand and include more members. The most standard time to form a board is after the Series A funding round, but some startups choose to after the seed round. Typically, the board expands as the company does from two to three directors (including the CEO) around the Series A, to five to seven directors when the company is in the Series C/D stage to seven to nine directors as it is preparing to go public.
I prefer boards on the smaller side because they can be more collaborative and interactive, but as you create board committees, you will need a larger board in order to have two to three directors on each committee.
Who Should Serve On Your Startup's Board?
One of the best ways to fill a board of directors is to find the people you wish you could hire but may be in positions where it’s not really feasible. For a startup, you should aim for a board with three to five directors. This should include one or more in each of the following categories: the founder, an investor in the company and an independent director.
You’ll want to have some of your investors on the board because they are the ones most rooting for and affected by the financial success of the company. This will also allow them a small measure of control and visibility into the company's progress. Keep in mind it’s important to keep cultivating these relationships for when you need to raise capital down the road.
Additionally, it’s important to have one or more independent directors — a person who is neither an employee nor an investor in the company — on the board early. Ideally, you’ll be able to find another founder, peer, colleague or acquaintance who has been in your seat before and can bring a clear, objective perspective to board discussions. A trusted independent director can let you know if you’re missing an opportunity or taking a step in the wrong direction. Plus, most importantly, help navigate the challenges that arise when the investor board directors may have a different perspective from or disagree with the operating board directors.
Lastly, the diversity of your board is also extremely important. Groups from different backgrounds, genders, races and perspectives make better decisions and improve business outcomes. I recently had a conversation with CNBC’s Julia Boorstin at the dot.LA Summit about this very thing.
A Board Success Story
Throughout my countless years working and growing with boards, I’ve had many opportunities to see just how important a good BoD is. A great example of when a board decision aided my company and me more than expected is from my time at Zillow.
Prior to 2008, investors were looking to invest more money into Zillow — which we didn’t need at the time. One of our board members, Bill Gurley, gave the great advice of “take the hors d'oeuvres when they’re being passed” or take the money when it’s being offered. We ended up taking on the new capital and it was good that we did. When the 2008 financial crisis hit, the extra capital allowed Zillow to weather the storm and take advantage of the moment to expand more aggressively when the market was up for grabs.
It’s small moments like this that led to bigger successes down the road and prove the importance of having a board early.
Final Thoughts
Your board of directors should help you navigate challenges and serve as a trusted sounding board (pun intended) when you need advice. Something most, if not all, founders know by now is that startups are dynamic and constantly evolving, so as your startup scales your board will too. And if you build the foundations of your board thoughtfully, it will aid your startup in the years to come.
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Spencer Rascoff
Spencer Rascoff serves as executive chairman of dot.LA. He is an entrepreneur and company leader who co-founded Zillow, Hotwire, dot.LA, Pacaso and Supernova, and who served as Zillow's CEO for a decade. During Spencer's time as CEO, Zillow won dozens of "best places to work" awards as it grew to over 4,500 employees, $3 billion in revenue, and $10 billion in market capitalization. Prior to Zillow, Spencer co-founded and was VP Corporate Development of Hotwire, which was sold to Expedia for $685 million in 2003. Through his startup studio and venture capital firm, 75 & Sunny, Spencer is an active angel investor in over 100 companies and is incubating several more.
https://twitter.com/spencerrascoff
https://www.linkedin.com/in/spencerrascoff/
admin@dot.la
'It Felt Like a Black Mirror Episode' The Inside Account of How Bird Laid off 406 People in Two Minutes via a Zoom Webinar
05:10 PM | April 01, 2020
Last Friday morning, 406 Bird employees – who had been working from home for two weeks because of the coronavirus and bleary-eyed from putting in longer than usual days in an unprecedented effort to rapidly wind down global operations in cities around the world – received a generic-sounding Zoom webinar invitation titled "COVID-19 Update."
Travis VanderZanden, 41, a former top Uber executive who founded Bird only three years ago, had abruptly cancelled the previous Thursday's regular biweekly all-hands meeting, referred to internally as Birdfams. He had not addressed Bird's thousand-plus employees since they were forced to leave their offices, so most employees assumed he was giving an update on the company's response to the worsening global pandemic.
But some grew suspicious when they noticed the guest list and host were hidden and they learned only some colleagues were included. It was also unusual they were being invited to a Zoom webinar, allowing no participation, rather than the free-flowing meeting function the company normally uses. Over the next hour, employees traded frantic messages on Slack and searched coworkers' calendars to see who was unfortunate enough to be invited.
"It should go down as a poster child of how not to lay people off, especially at a time like this," said one employee.
Before the novel coronavirus brought the world to a halt, Bird had been on an exceptionally meteoric rise, even by the frothy standards of what now seems like a bygone era of venture capital that brought ever-ballooning valuations to all manner of companies. In 2018, Bird became the fastest company in history to reach unicorn status. Shortly after that, it achieved a $2 billion valuation in less than a year and announced it had expanded to 100 cities with 10 million scooter rides.
In late January, Bird raised another $75 million of Series D2 funding at a $2.77 billion valuation. But less than two months later, the company suddenly found itself mostly shuttered at the worst possible time during the crucial post-winter months when it counts on earning most of its revenue after bringing scooters out of what employees refer to as "hibernation." During a pandemic the last thing people want to do is touch a shared scooter, if they're going anywhere at all.
Employees say the company has swiftly responded to by far the biggest crisis in its short history more severely than it has publicly let on, suspending operations in every market and slashing its workforce by 40%, a figure based on the global Slack channel all employees are required to join that includes about 1,060 employees. (A Bird spokeswoman declined to comment on the figure and referred to an earlier TechCrunch article that put the percentage at "around 30%.")
It Felt Like a Black Mirror Episode;' The Inside Account of how Bird Laid off 406 People in Two Minutes via a Dystopian Zoom Webinarassets.rebelmouse.io
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Bird's Santa Monica headquarters has been particularly hard hit. Whenever the office is able to reopen, there will be fewer than half as many workers as before Coronavirus.
This account, which includes many previously unreported details, is based on a review of internal memos and a recording of the now infamous Zoom meeting obtained by dot.LA as well as extensive conversations with more than half a dozen Bird employees at all levels of the company who were laid off. Most requested anonymity so as not to jeopardize their severance or future job prospects.
Bird declined to make anyone available for an interview or even fully answer a list of written questions, instead sending a statement to dot.LA: "Layoffs are never easy or comfortable to do and COVID-19 has impacted the way they are done in at least the near term...We are eternally grateful to the impacted individuals and wish that the entire situation could have been avoided."
Employees describe being thrilled to join such a fast-growing startup brimming with talent that had a lofty mission to forever change the way people are transported all around the world. Last year, LinkedIn named Bird as one of the hottest startups to work for in the U.S.
The now sadly common occurrence of reducing headcount, as employers like to call it, during coronavirus is challenging when face-to-face meetings are not possible. However, Bird employees say they are disheartened by how coldly Bird handled the reductions.
"Lots of companies have to lay people off right now," said Jenny Alvauaje, a 23-year-old Bird data scientist who was dismissed after a year and half at the company. "People will recognize the companies who did it well and the ones that didn't. I hope Bird is the one that is remembered as one who did it poorly."
"It felt like a Black Mirror episode"
At 10:30 a.m., employees logged onto Zoom but were greeted only by a cracking silence. Meetings at Bird are usually always punctual and more frenzied Slack messages followed.
"Is there audio? Why can't i hear anything?" Alvauaje messaged her colleagues.
"We never start late," another employee remembers thinking. "This is strange. Something feels off."
For the next five minutes, employees stared at a sparse slide with a dark grey background that said only "COVID-19."
"It was not our brand color or font, which frankly was unsettling in a way I couldn't articulate," Alvauaje said.
Thinking there were technical difficulties, some employees logged-off and were never able to return to the meeting. Then, after five minutes of dead air that seemed like an eternity, a robotic-sounding, disembodied voice came on the line.
The woman began by acknowledging "this is a suboptimal way to deliver this message." Then she cut to the chase: "COVID-19 has also had a massive impact on our business, one that has forced our leadership team and our board of directors to make extremely difficult and painful decisions. One of those decisions is to eliminate a number of roles at the company. Unfortunately your role is impacted by this decision."
The meeting was scheduled to last half an hour but ended up going for only two minutes. Towards the end of the monologue, as the woman started talking about the future of Bird, she sounded like she was getting choked up and was trying to hold back tears.
"It felt like a Black Mirror episode," Alvauaje said. "This ominous voice came over and told us we were losing our jobs."
Almost no one recognized the voice, and there remains disagreement about who had the unfortunate job of delivering the message. But this much is clear: It was not VanderZanden or a top executive.
"It was a cowardly move," said a Bird manager. "Travis did not want to deliver the news."
"It sounded like a recording and it was very strange and ominous," said an operations employee.
VanderZanden, who Tweets sparingly and has been silent on the messaging service since late January, defended the meeting Saturday in a reply to a recounting of the meeting that had gone viral: "We did NOT let employees go via a pre-recording. It was via a live zoom mtg (not ideal either) b/c we're all WFH during COVID. Video was turned off which we thought was more humane. In retrospect, we should've made 1on1 calls to the 100s impacted over the course of a few days."
VanderZanden's defensive replies and an internal memo have been his only comments about the layoffs. In its statement, the company said, "we purposefully and intentionally did not have any video on to protect privacy as we delivered the news live to individuals. A live speaker delivered the news in real time over the web-based call and a slide was projected outlining additional information including four weeks of pay, three months of medical coverage and an extended timeframe to exercise options."
Most employees dot.LA spoke with still believe the call was pre-recorded. They say it's hard to otherwise explain how the message could be delivered so robotically, but some also say at this point the distinction is moot.
"It might as well have been a recording given the lack of human interaction," said one staffer.
Making it more surreal, some people were logged out while the brief speech was still underway. As the voice on the line was speaking, employees stared at their computer and began to take in the news that they were losing their jobs. Then their screens suddenly went dark and their company issued MacBooks restarted. By 10:40 a.m, everyone was locked out, just as employees were frantically trying to exchange personal numbers and emails on Slack and take screenshots of their contacts. They wondered why they were being cut off then since they had just been told their last day was not until April 3rd.
Bird Layoffs: An Audio Recordingwww.youtube.com
A month earlier, someone in Bird's IT department had been tasked by his superiors to write a script that would allow the company to instantly shut down all of a user's accounts – computer, email, Slack – with the click of a single button, according to an employee. He was told the script would be used for general off-boarding rather than the mass layoff that he ended up being included in. Last Friday, the script seems to have been activated early.
Some employees, who had the day off or were working a later shift, did not understand why their computers were restarting and why they could not log back in. Others tried in vain to join the webinar and got a message saying it was full, likely because Bird's webinar license didn't accommodate enough attendees. Some employees did not realize what was going on until they saw a brief TechCrunch article posted at 11:26 a.m.
According to Bird's statement, "HR representatives, managers, and/or executives personally reached out to all individuals directly as a follow up." But few employees have seen any follow-up. It did not help that many managers were included in the layoffs and had no idea who on their team had been cut. Some resorted to messaging their reports on LinkedIn to see if they still worked at the company.
The next day, one employee received what seemed like a heartfelt note of gratitude from his boss's boss thanking him for what he had contributed during his 18 months at Bird, but he soon discovered he had gotten a form letter. "Seven of my contemporaries said they had received the exact same message," the employee said. "I realized he had just copy and pasted it."
Workers were told they would be receiving three months of healthcare benefits but when they looked into it, they discovered the company is actually only providing coverage until April 30th. After that employees have the option of enrolling in COBRA, according to an off boarding memo obtained by dot.LA.
"I can't pay the $600 out of pocket for that," said one employee. "I'm just going to go on MediCal." (A Bird spokeswoman clarified Wednesday: "All impacted employees will receive three months health coverage paid for by Bird. Ensuring these individuals were taken care of through June during the global pandemic was key and we wanted to go beyond the industry standard.")
Employees say Bird seems primarily concerned about getting their now locked laptops back, which are mostly MacBook Pro's for older employees and the cheaper MacBook Air's for newer staffers, who joined in an era when the company became more focused on cutting costs.
"IT will send a box with a return shipping label to retrieve company assets (e.g., Laptops, chargers, and badge)," the company stated in its off boarding memo. "All items should be put in the box and mailed back to us by April 15."
The company has been less specific about how employees will get back the items they left at their desks when they walked out of the office for what turned out to be the last time nearly three weeks ago. It is a sad fact of the COVID-19 era that laid off employees do not even get to clean out their own desks.
"They said any personal items would be sent back to us 'eventually,'" said one staffer. "There's a lot of stuff on desks and monitors that belong to employees of the company."
A workforce decimated
Almost no division was spared from wrenching cuts, from engineering to data to government partnerships to legal.
"Pretty much everybody I worked with was let go," said one operations employee. "They eradicated whole teams."
Several employees noted that the cuts included some viewed internally as superstars. They also noticed that the layoffs will result in a much less diverse company.
"It seems like they got rid of the majority of women and people of color," said one staffer. "In engineering they got rid of the only women in significant leadership."
"As far as I know, the folks that are left from my immediate team consist of all men, most of whom are white," Alvauaje wrote in a Medium blog post. She said her data team was reduced from around 50 to just five people. "When your C-Suite looks the way Bird's does (the way many do, in tech and otherwise) and your data team follows suit, you cannot best serve the communities you pretend to care about," she wrote.
Laid off employees have joined an ex-Bird Slack group to share job leads and try to process what happened. "There's a lot of dark humor being passed around," said one employee.
"This could not have happened at a worse time"
When the coronavirus hit, many Bird employees were busy coordinating taking scooters out of "hibernation" for the busy spring and summer months, a period known as "Spring Push." The company brings in little revenue in the winter, banking on ridership to return in warmer months.
"This could not have happened at a worse time for the company so that's why this happened so quickly," said one employee.
Bird's biggest competitor, Lime, announced March 21st that it was "winding down and pausing" service in all markets except for South Korea. Bird did not follow suit, at least publicly. Its last announcement about COVID-19 came on March 12th - which seems like a lifetime ago in this rapidly changing environment. The blog post said only that the company would be cleaning scooters more frequently.
"The only cleaning I was aware of was when they were putting them away," said a Bird operations employee. "They have been rapidly removing scooters from marketplaces and putting them in sleep mode. Externally they were not telling customers that. They weren't telling people they were removing everything."
Bird would not directly address whether the company has suspended operations in all markets. "Our decision to temporarily pause or reduce our fleet in some cities is very fluid as the response to and recommendations regarding COVID-19 evolve," a spokeswoman said Wednesday afternoon in an e-mail to dot.LA. "Our actions are in line with voluntary, as well as mandatory measures set by governments for businesses. We will continue our close dialogue with local officials in each of the cities we provide our service and will again offer full fleets of our safe, clean transportation alternative as soon as possible."
The last weeks at Bird were particularly frantic for many employees because the company was doing something no rapidly growing unicorn ever wants to do: scaling back its operations as quickly as possible.
"My sole focus the last weeks of my employment was reducing operational spend as much as I could," said a manager. "My department had quite a bit of spending. I was told to get it to zero."
This manager was part of a team of about two dozen employees responsible for planning Bird's response to the novel coronavirus.
"I thought cuts were likely coming at some point," said the manager. "But I did not expect to be cut in the first round."
Like others, he heard about the call when he logged onto the Zoom webinar. He wished he had at least had enough time to say goodbye to his team.
"The leadership at Bird handled this in an immature manner,' he said. "The world deserves to hear about it."
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Ben Bergman
Ben Bergman is the newsroom's senior finance reporter. Previously he was a senior business reporter and host at KPCC, a senior producer at Gimlet Media, a producer at NPR's Morning Edition, and produced two investigative documentaries for KCET. He has been a frequent on-air contributor to business coverage on NPR and Marketplace and has written for The New York Times and Columbia Journalism Review. Ben was a 2017-2018 Knight-Bagehot Fellow in Economic and Business Journalism at Columbia Business School. In his free time, he enjoys skiing, playing poker, and cheering on The Seattle Seahawks.
https://twitter.com/thebenbergman
ben@dot.la
dot.LA Summit: Dapper's Lil' Miquela Virtual Influencer Will Soon Be Controlled by Her Community
02:03 PM | October 29, 2021
Dapper Labs, the company that helped bring NFTs into the mainstream, is set on decentralization. And it's turning to its signature virtual social media influencer Lil Miquela to drive home the idea, company executives told a crowd at Friday's Future of Storytelling panel at the dot.LA Summit.
The NFT startup behind NBA Top Shot, Dapper Labs clearly sees the value of virtual influencers. Brands are expected to spend about $15 billion on influencer marketing by 2022, according to Business Insider Intelligence. And the company is betting that a rising number of dollars will be spent on virtual influencers who can be fully controlled.
Lil Miquela is a new sort of media property.
Dapper acquired Brud, the company that created Miquela, only a few weeks ago. Now, the folks at Dapper want to open Miquela's narrative up to members of the community (she has over three million Instagram followers), rather than writing her story themselves.
"We're turning into a decentralized autonomous organization, which means we go from being a corporation into sort of breaking this open and handing Miquela over to her community," said Dapper COO Kara Weber.
Weber and the creative teams at Dapper have found themselves limited by the constraints of existing platforms such as Facebook (now Meta) and Instagram. Though these social media platforms have provided creative outlets for millions, the creators and consumers who use them remain beholden to the legal whims of these platforms.
"We as consumers have no control and we as creators have no control," said Nicole De Ayora, chief product officer at Dapper. "2020 was this moment where Kara, Trevor [McFedries, co-founder of Brud] and I sort of slammed on the brakes and took a step back and, really, the thing that we were most excited by and inspired by was the community that we were able to create on these platforms...We thought about what a world would look like if we turned things over to the community and really began to develop this vision that would then become Dapper Collectives."
Weber and CPO Nicole De Ayor also spoke more broadly about moving away from a social media model wherein the company owns the user's data to one where customers can have possession of their IP.
"What we learned was that as a creator, when you're dependent on Web 2 platforms, you don't own or control your audience, you don't own or control any information or data," said Weber. "Telling a narrative across Web 2 platforms, you don't really drive anything and that really became very frustrating."
"We want to enable collectives to have more ownership to be able to give and get value for what they're creating," she added. " I think that participation and capturing value is a really key difference in what excites so many of us about decentralization."
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Ivan Fernandez
Ivan Fernandez (a.k.a. Afroxander) is a L.A.-based freelancer whose work has appeared in GRAMMYs, FLAUNT, KCET (Artbound, Lost L.A. & Southland Sessions), L.A. Taco, LA Weekly, Coachella CAMP magazine, Remezcla, Gamecrate, Panamerika, MTV Iggy, among other publications.
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