Jan 2, 2019 · 50m · a16z
a16z Podcast | The Truth about Serving on Boards (with Diane Greene and Marc Andreessen)
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gold bands on the timeline = statements, start to end. Hover to read, click to jump. CC turns on captions
In this episode of the a16z Podcast, Marc Andreessen and tech executive Diane Greene discuss the governance dynamics, fiduciary duties, and practical mechanics of serving on public and private corporate boards.
How this conversation actually went
Every chapter scored 0–10 on four independent dynamics. Hover any point for the reasoning behind the score. How this is scored →
The host as informed peer 6.0 Guest teaching 3.3 Guest disagreement 1.1 The host pushing back 1.5
speaking balance: gold is the host, purple is the guest (3 minute bins)
Sharpest disagreement ▶ 6:12 Diane's golden rule on board suggestions
Diane firmly rejects Marc's premise that board members should offer operational suggestions to management, calling non-interference a strict golden rule.
Hardest push from the host ▶ 20:49 Marc's refusal of coach-director dual roleMarc forcefully rejects the idea that a board member can act as a CEO's coach, explaining that formal director oversight destroys necessary coach confidentiality.
Biggest teaching moment ▶ 7:48 Diane's live coaching on Socratic framingDiane gently schools Marc on how to reframe direct board suggestions into Socratic questions, demonstrating the technique live during the discussion.
The host holds their own ▶ 23:00 Marc's detailed breakdown of board governanceMarc demonstrates deep operational authority by contrasting rookie CEO PowerPoint blunders with streamlined governance frameworks implemented at eBay and Facebook.
the scores for every segment, with the reasoning behind each
| Chapter | Topic | The host as informed peer | Guest teaching | Guest disagreement | The host pushing back | Why |
|---|---|---|---|---|---|---|
| Board Involvement: Asking Questions versus Dictating Strategy | 1 | 3 | 1 | 0 | Diane explains how board members bring value by framing questions from outside angles rather than dictating corporate strategy. Marc remains mostly passive during this segment, affirming her observations. | |
| Offering Director Ideas and Managing Board Involvement | 6 | 5 | 1 | 2 | Diane asserts her golden rule of never directly making operational suggestions, live-coaching Marc on phrasing ideas as Socratic questions. Marc details his personal struggles and tactical solutions for sharing ideas with CEOs outside formal meetings. | |
| Bridging the Director and Management Information Knowledge Gap | 5 | 4 | 0 | 1 | Marc sets up the structural information asymmetry between outside directors and full-time management. Diane explains how developing deep expertise in one specific business product allows her to calibrate information across the entire company. | |
| Deep Diving into Corporate Risks via Audit Committees | 6 | 3 | 1 | 2 | Diane brings up the audit committee as a powerful venue for uncovering operational risks. Marc builds on this, noting how audit charters empower deep dives into company issues without overstepping directorship boundaries. | |
| Managing CEO Performance Issues and Executive Team Revolts | 7 | 2 | 1 | 1 | Marc shares extensive venture capital insights on founder-CEO support commitments and analyzes the high-stakes dynamics of executive team revolts against a CEO. | |
| Utilizing Executive Coaching for Leadership and CEO Development | 7 | 4 | 2 | 4 | Diane recommends executive coaching to resolve executive turmoil. Marc actively pushes back on the idea of directors serving as coaches, explaining how formal hiring and firing authority destroys necessary coach confidentiality. | |
| Structuring Efficient Board Meetings and Pre-Read Formats | 8 | 3 | 1 | 2 | Marc draws on high-level board experiences at eBay, HP, and Facebook to outline effective meeting formats, contrasting tedious PowerPoint slide decks with pre-reads, recorded videos, and deep-dive agendas. | |
| The Value of Board Committees and Committee Readouts | 7 | 3 | 1 | 1 | Diane and Marc outline committee specializations in large public boards, emphasizing that concise and thorough committee readouts are essential for board efficiency and trust. | |
| Managing Disruptive Directors, Board Conflicts, and Turnover | 7 | 3 | 3 | 3 | Diane shares an anecdote about firing a conflicted board member. Marc criticizes mandatory annual re-election pushes led by tenured academics as out-of-touch with real-world corporate governance. | |
| Why Serve on Boards and What Independent Members Bring | 7 | 3 | 1 | 1 | Diane recalls recruiting legal legend Larry Sonsini to VMware's board for strategic guidance. Marc outlines three personal motivations for board service: helping founders, giving back, and learning. | |
| Defining a Good Board and Steering Companies Through Crisis | 8 | 4 | 1 | 2 | Marc describes board service during corporate crisis as hours of boredom punctuated by moments of terror, highlighting succession pitfalls and praising Brad Smith's dual commitment during Yahoo's transition. | |
| Audience Question: Public versus Private Company Board Directorships | 6 | 3 | 2 | 1 | In response to an audience question, Diane and Marc contrast the heightened legal and regulatory demands of public company directorships with private startup boards. | |
| Audience Question: Addressing Problems in Audit Readouts and Conclusion | 3 | 3 | 0 | 0 | Diane answers an audience question on framing organizational problems during audit readouts constructively without attacking the CEO personal performance. |
Statements from this episode (28)
Greene: Board members add value by asking questions from outside perspectives
“The board member frames things in their mind very differently from people inside the company, and so you can often ask a question that was just coming at such a different angle from people immersed in the day-to-day that it's really useful to them. So, and I t…”
Greene: Board members should never dictate strategy to company management
“You don't, you totally agree, you don't want to tell them how to do strategy. I would never do that. And they're going to be better at it. I actually like to think in an early stage company you shouldn't be telling them how to do strategy either”
Greene: Board directors should never directly make operational suggestions to management
“I don't ever suggest something. That's like a golden rule.”
Andreessen: Pitch business ideas in CEO one-on-ones, not board meetings
“The other thing I've found that works incredibly well, and maybe they're just indulging me on it, but I have found that it works well is that I just, again, in my later discipline years, I'm trying to get better at this, is Is to just keep, instead of having, …”
Greene: Prescriptive board members require strong management teams to filter bad advice
“You need a really strong management team if you're gonna do things like that. You have to be really careful if the management team isn't strong enough to handle, you know, because they have even more context.”
Andreessen: The board-management knowledge gap can never be fully closed
“You can never close it, because to be able to close the knowledge gap, the directors would have to be involved full-time in the company, which would, then they'd be executives and not directors.”
Greene: Directors should master one business unit to calibrate overall management
“It's important for me to have depth in one part of the company, because the company has a uniform culture, and so I have a context for anything I'm hearing about, and in a few ways I can calibrate, because when they talk about the area where I have a lot of de…”
Andreessen: Board Audit Committees Offer Mandate to Investigate Corporate Risks
“If there is something in the company that you're concerned about, that is an opportunity for you to do a deep dive. That is within the charter of what that committee is supposed to be doing in a way that would be weird in a board meeting.”
Greene: Startup boards are either unnecessary or ignored during crises
“The reason I don't go on startups is my experience with being on startup boards is either they don't need me at all because everything goes so great. Or they really need me, and they don't want to listen to me.”
Andreessen: Full-fledged executive revolts are the hardest board crisis
“The hardest situations, I think, on startup boards which I'd be curious if you've run into this, the hardest situation is a full-fledged team revolt.”
Andreessen: Executive coaches should not be board members
“So I would go so far as to say it probably is a very bad idea to have the coach be a director.”
Greene: Startup CEOs open up much more to non-board members
“Cause the CEO is much more likely to open up to someone not on their board for sure.”
Andreessen: Meg Whitman used a five-highlights, five-lowlights format at eBay
“At eBay for many years, when she was running eBay, it was always, it was five highlights and five lowlights.”
Andreessen: Shorter board meetings produce better dynamics and higher quality governance
“Length does not equal quality. Like a high quality conversation ah, and again, bearing in mind that the board kind of by definition can't weigh in on everything because the board doesn't have the knowledge and it isn't the board's job to tell management what t…”
Andreessen: Facebook board meetings never exceed four hours in total
“Facebook board meetings don't go longer than four hours in total.”
Greene: Startups do not need formal board committees
“In a startup, you don't tend to have committees, but you know, there's just not much going on. You're trying to get a product out the door. One product.”
Andreessen: Board committees prevent full board meetings from spinning out of control
“What I've found is the well-run boards, the committees, larger companies, committees play an absolutely pivotal role. In fact, it is, I find it to be actually a very good structure if most of the actual work is taking place in committees because you do have a …”
Andreessen: Abnormally brief board committee readouts indicate information hiding
“You'll find that sometimes the readouts are like, you know, 20 seconds long and you're like, okay, something, you know, there's information hiding going on here. I'm being cut out.”
Andreessen: Boards can quietly remove disruptive directors using peer pressure
“And so if three or five or six or seven of the directors are kind of all agree on this and they're kind of like, yes, this board would be better if this person were to quietly exit. It can generally be communicated to that director, you know, in a, in an offli…”
Greene: VMware required board members to offer annual resignations
“Thing is that you make sure, and I did this in my startup, and I don't know if startups do this, but I adopted the big board practice of you resign every year. You offer your resignation every year.”
Andreessen: A Harvard project pushes annual board re-elections on Fortune 500s
“For those of you who study this stuff, there's this, literally, it's this actually completely bizarre thing. There's an academic project at Harvard where literally like the class project is to go get like Fortune 500 company, company bylaws changed in order to…”
Andreessen: Boards are most helpful to early-stage startups
“I think the younger the company, like, and I think Larry, Larry, with your board has been an example of this, like, the younger the company, arguably, the more helpful the board can actually be, because you really are, it is a small team of people, you know, t…”
Greene: Larry Sonsini joined VMware board out of anger at Intel
“He got so, the reason he joined was I told him what was happening with Intel, and it made him so angry, he's like, okay, I'll join your board.”
Andreessen: Famous CEOs are least likely to plan internal succession
“The strongest, most famous kind of CEOs where everybody wants to be on their board are often the ones who are least likely to do succession planning internally. Cause they're the most likely to not want there to be a clean internal successor who can take over.”
Greene: It took a full year to understand Google's board
“My first year at Google, it was just so much stuff. I felt like I didn't have anything to offer because I was in such absorption mode, and, ah, you know, it just, it almost took a whole year to get up to speed,”
Andreessen: Public company boards are harder and more intense than private boards
“The public boards are, I think, it's fair to say, they're just, they're harder. Like, they're harder, they're more intense. The legal accounting and governance issues just rise much more to the fore because you have all these public reporting responsibilities.”
Andreessen: Public board experiences are far more uniform than private boards
“Public companies tend to be alike in terms of the board experience more than private companies tend to be alike because they do vary so much in size and configuration.”
Greene: Board audit committees should frame problems as company issues, not CEO failures
“In the audit committee, when you see something not going well, it isn't really a CEO thing. It's a company thing. So, so you're not, You know, when you're doing the readout, you're just saying, we see this problem at the company. You're not saying the CEO is m…”