Board Governance and Voting

Purpose

This process defines how Pied Piper's Board of Directors operates, makes decisions, and resolves disputes. Given our history of dramatic board conflicts (Richard being fired, rehired, nearly fired again), having clear governance procedures is essential for company stability.

The board composition has evolved significantly: from Richard + Erlich + Peter Gregory, to adding Russ Hanneman after bridge funding, to Monica Hall replacing Peter Gregory, to various configurations as investors changed. This process ensures orderly decision-making regardless of personality conflicts.

DACI

• Driver: Jared Dunn (COO, prepares materials and agendas)
• Approver: Board members by majority vote (currently: Richard, Monica, Russ, independent member)
• Contributors: Executive team (present information), legal counsel (governance compliance)
• Informed: All employees (quarterly all-hands summary), investors (board minutes)

Trigger

Board meetings are triggered by:

• Quarterly scheduled meetings (January, April, July, October)
• Material events requiring board approval (funding, acquisitions, executive changes)
• Any board member calling an emergency session
• CEO or investor requesting strategic review
• "We need to talk" text from Russ Hanneman (usually not an emergency)

Inputs

• Financial reports (Jared prepares)
• Product roadmap updates (Richard presents)
• Legal/compliance status (outside counsel)
• Competitive analysis (Jared compiles)
• Any board member's agenda items (submitted 48 hours in advance)
• Russ Hanneman's unsolicited opinions on everything

Process Steps

Step 1: Preparation (D-7 days)

Owner: Jared Dunn Duration: 1 week

Actions:

1. Distribute board deck draft to executives for review
2. Collect agenda items from board members
3. Schedule any pre-meetings for contentious topics
4. Prepare "Russ translation" summaries (converting financials to "tres commas" metrics)
5. Reserve conference room and order appropriate snacks

Output: Final board deck and agenda distributed D-3 days

Step 2: Board Meeting Execution

Owner: Richard Hendricks (Chair) Duration: 2 hours standard, up to 4 hours for contentious items

Actions:

1. Call to order, confirm quorum (majority of directors present)
2. Approve previous meeting minutes
3. CEO report (Richard, 20 minutes)
4. Financial review (Jared, 15 minutes)
5. Strategic discussion items (varies)
6. Voting items presented and resolved
7. Executive session (board only, no management except CEO)
8. Adjourn

Output: Decisions recorded, action items assigned

Step 3: Post-Meeting Documentation

Owner: Jared Dunn Duration: 48 hours

Actions:

1. Draft official board minutes
2. Circulate for board member review
3. Track action items and owners
4. Prepare investor summary (if required)
5. Archive materials in board portal

Output: Approved minutes, tracked action items

Outputs

• Official board minutes (legal record)
• Action items with owners and deadlines
• Investor updates (quarterly)
• All-hands summary (sanitized for employee communication)
• Updated cap table if equity changes approved

Quality Checks

• Quorum achieved (majority of directors)
• All voting items properly documented
• Conflicts of interest disclosed before votes
• Minutes reviewed by legal within 30 days
• Action items tracked in project management system
• Russ Hanneman hasn't called Richard a "beta" more than twice

Exceptions

Tools & Systems

• Board portal: Carta (document management, cap table)
• Video conferencing: Zoom (for remote directors)
• Document collaboration: Google Drive (board deck preparation)
• Scheduling: Jared's elaborate calendar system
• Communication: Signal (sensitive matters), Slack (routine coordination)
• Russ Hanneman tracker: Jared's personal spreadsheet of mood indicators

Metrics