I move for joy: Let's reinvent biotech boards

I move
for joy:
Let's reinvent biotech boards

By Peter Kolchinsky, PhD

FINANCE | BIOTECH | CULTURE

April 10, 2026

One of my friends with years of industry experience told me recently that he was thinking about resigning from a board he'd served on for years. Not because he'd lost faith in the company. Not because of any falling out with management. Simply because he couldn't justify the time anymore. The flights, the long meetings, the committee obligations that had nothing to do with why he was valuable to that company in the first place. He is the only person on that board with biotech buy-side finance experience; he’s been an investor and has run a fund. He knows how investors would view the company at different points in its life and in different data readout scenarios. If he leaves that board, the company would be losing a valuable resource.

I asked what it would take for him to stay. He said: "If the board were run more efficiently and I could focus my contribution on where I can add value, I would love to stay on."

After you've read this piece, please help spread the word on LinkedIn. Here's a LinkedIn post I wrote to do just that. It's a great place to start.

One million hours

Let’s recognize that my friend is not alone. Our industry has roughly 2,000 companies with an average of eight directors each. Those boards usually meet four times per year. Each of those meetings lasts about five hours. That’s 20 hours per person per year per company. Let’s say each director serves on two committees that meet for another eight hours each per year. That’s about 36 hours in board meetings per person per year, not counting prep time. Two thousand companies x eight people x 36 hours per year comes out to 576,000 hours committed by some of our industry’s most experienced and talented people. Add the time required to read overly massive decks that are often long on information but short on insight, team-building board dinners, and travel, and we’re looking at well over a million hours. 

In some cases, that’s time and focus that is well invested. But from what I’ve observed over the years, in many cases this is time spent very inefficiently. 

This problem is personal for my colleagues and me. At RA Capital, many of our principals and partners serve on boards of our private and public portfolio companies. Many executives from our portfolio companies serve on another company’s board. Between our work and our families, time is our most precious resource. 

If we can add meaningful value to a board, then it would be a loss to us and our portfolio company if we dropped off to conserve time that might have instead been saved by running the board more efficiently. And we know that’s possible. In many cases, we’ve seen boards adopt efficiencies that made remaining on boards far more tenable and even joyful. What I’m sharing here has already been proven to work.

Remember to wield SABER

We've written before about how to run more efficient board meetings and published an extensive guide we call SABER on some key board tenets: how to prepare effective pre-reads and agendas; the importance of having a Core Value Proposition (i.e., what you say you'll do to create value before raising again); putting the bottom line at the top of every slide in any board deck; and the utility of the all-encompassing Elephant Slide.

On Gateway, RA Capital's knowledge center for executives and directors, we feature articles and video interviews with industry leaders where they discuss how they run effective boards and deal with all kinds of issues, from compensation to CROs to M&A. I'll summarize some of this below, but if you haven’t already, it’s worth checking out those resources in detail. Here I will go beyond the basics by asking a more fundamental question: do we understand the capabilities of and constraints on each type of board member well enough to recognize the most effective and efficient way to structure a board so that companies have the best chance of getting what they really need from each person and from their board as a whole?

We’re nothing if not solutions-oriented. Click the button below to download a document with instructions that will create a Board Prep Agent to help you create all the materials we referenced. To create and activate the agent, just upload this document to your enterprise-level Claude and instruct it: 'Activate board prep agent in this document’. Do NOT use the public Claude or other public AI for this since your board prep is confidential.

Click to download Claude "Board Prep Agent" instructions

How did we get here?

Businesses and industries have this concept of board best practices. But where did those ideas come from? At 50, biotech is still a relatively youthful industry, and it did what we all do when we’re young: look up to and borrow from an older, established generation. We’ve wound up embracing board governance norms from companies that bear little resemblance to biotechs. Why would we emulate large, profitable enterprises like Apple, Disney, and Microsoft that rarely need to raise equity, don't have investor-directors who could write the next check, and can credibly demand that every board member treat governance as a major obligation? Pfizer, Lilly, Amgen, and other large biopharmas are hardly much different. Profitable and growing biotechs like Argenx and Alnylam resemble those Big Pharmas more than their younger, development-stage selves. I get why they would place all the standard and significant demands on their boards and abide by the same formalities and extensive time commitments as Fortune 500 companies. 

A large profitable company needs its board to oversee a strategy for maximizing the returns on what is essentially a successful enterprise. The key question is often how to allocate cash flows productively given a changing competitive environment. The board's job is oversight and strategy. Directors are paid to show up, ask hard questions, and exercise judgment. 

But it's time we stopped pretending that what's best for Fortune 500 companies is best for most of the thousands of development-stage biotechs, which are built on a different logic entirely. They are pre-revenue for years, sometimes a decade or more. They survive by raising capital, repeatedly, at varying valuations, and their ability to do that depends entirely on whether the financial markets believe in them. In this sense, the capital markets are a higher authority than even the board. It doesn't matter what the board thinks if investors won't fund the next round. This means that a development-stage biotech isn't just governed by its board. It is perpetually auditioning for its next financing.

Biotech boards often include a type of member that simply doesn't exist at Apple or Disney: the investor-director. I don’t just mean a director with investing experience. I mean an investor who represents a shareholder that may actually write another check. Someone who is simultaneously a fiduciary to the company's shareholders and an ongoing analyst evaluating whether their own fund should invest more and at which valuation. Someone whose presence on the board is itself a signal to the market and whose departure would be noticed.

Yes, I fit that description. As do my colleagues who serve on the boards of many of our portfolio companies. And so do many of my peers. We feel standard biotech board inefficiencies acutely. And we know that many other board members share our frustration.

If we were to sit down with a blank sheet of paper and ask what kind of board a development-stage biotech actually needs and how to allocate the board’s time, we would not use a Fortune 500 template. Reasoning from first principles, we would come up with a different format that’s far more efficient in how a company utilizes its board as a resource. We would conserve directors’ time for what matters most and get far more from that board, especially its investor-directors, in the process.

So let's do that. Let's start by recognizing that not all directors are the same and that treating them as if they were is a problem.

Not all directors are the same

Walk into a typical biotech board meeting and you will find people who look, on paper, like they hold the same role. They are all called directors. They all vote. They all serve on committees. They are all subject to the same meeting cadence, the same prep requirements, the same time demands. But they are not the same. And conflating them is one of the root causes of the inefficiency we need to fix.

Let me offer a taxonomy.

The CEO is there by virtue of running the company. Their presence is non-negotiable and their preparation is total. Everything in the meeting is, in some sense, about them.

Truly independent directors, including scientists, clinicians, current and former executives, and regulatory experts, bring specific expertise and experience. Their job is to govern, advise, and exercise judgment on the matters the company brings to them. They are, in the best sense, responsive. When the company has a question, they have an answer. When the board needs a vote, they cast it. They may or may not do proactive work on the company's behalf between meetings; some do, many don't, and the company generally doesn't expect them to. They are paid for their time and their judgment, and a well-run board meeting is a reasonable ask of them. I would further sub-categorize these independent directors as A) professional independent directors who only serve on boards or B) full-time operators for whom serving on a board of another company is a side-gig. This will be very important later in assigning roles on various committees and other aspects of how to redesign board conduct.

Strategic partner directors represent companies that have a commercial relationship with the board company, such as a licensor who originated a key program, a licensee who has taken rights to a drug, or a collaborator with ongoing financial ties. Rather than caring primarily about valuation and future financings and shareholder returns, they may be more focused on the company’s pipeline prioritization, specifically whether the company remains focused on the program that defines their relationship. A licensor may resist pipeline diversification that dilutes management attention. A licensee serving on the board may have future royalty negotiations or option exercises that create subtle tensions with other shareholders. A collaborator might prefer the company not develop competing programs. If the strategic partner director’s company is interested in acquiring the company, the director might advocate against another deal, financing, or going public.

None of this disqualifies a strategic partner director from serving. They can bring genuine scientific, regulatory, or commercial expertise, and their presence can strengthen the relationship between the two companies. They might even serve as a conduit to far more expertise from their own company’s team. But their conflicts should be mapped carefully. Should they serve on the comp committee and advise on how well to compensate the CEO and other executives? Maybe not. If the R&D committees advises on pipeline prioritization, a strategic partner director can offer insight but maybe they should be recused from the ultimate vote. In general, I think bias shouldn’t disqualify someone from sharing their thoughts as long as everyone is open about the conflict. And consider that they have full-time jobs. They may not be able to do heavy lifting on audit. 

Legacy investor-directors are representatives of venture funds that led earlier financing rounds but no longer have dry powder. They may or may not still have a position that is meaningful relative to the value of their fund and they are likely to care about the company's success. These investors may bring genuine expertise and relationships. But their fund is likely in harvest mode, and they are thinking about when and how to exit, not whether to invest more. Their economic interest is real but it points in a different direction than an active investor's. Legacy investor-directors may be valuable, but their incentives are not fully aligned with the company's ongoing need for capital. In the extreme, which we’ve observed a few times over the years, they might actively fight management and other directors to avoid dilution, pushing for a sale or reduced R&D investment to conserve cash rather than see a company pursue a financing for which they lack dry powder. 

Of course every investor is more than just their job and can take pride in a company they helped create or fund early on and the value of the medicine that company is trying to bring into the world. But if the board work is tedious and time consuming, that pride and personal affection might not be enough to keep a person fully engaged. So especially with legacy investor-director who have less at stake and can’t invest more in the company, a company would benefit from making their board work as easy as possible.

To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com

Active investor-directors are a different animal entirely. They represent funds that are still in the market, still evaluating the company, still deciding at every turn whether to invest pro-rata, super pro-rata, sub pro-rata, or not at all in the next round. They are not passive holders waiting for an exit. They are active analysts conducting continuous diligence on the company, its competitors, and the broader landscape as a direct function of their day job.

When they sit in your board meeting, they are not just fulfilling a governance obligation. They are doing live investment work. Unlike independent directors or even legacy investors, an active investor-director’s primary ongoing job, not just their experience, is highly relevant to a company’s success.  

If an executive of Company X is sitting on the board of Company Y, odds are Company Y does not care if Company X does poorly or even shuts down. If a professional independent director sits on five boards, then no one of those companies need care about how well the other four are doing. In the case of a legacy investor-director, if their venture fund is in harvest mode and therefore highly unlikely to invest another dollar, then the company has little at stake from how effective the legacy investor-director is at their day job of managing that fund. 

But in the case of the active investor-director, the company is very much aligned with the director being effective at their day job. The better their fund performs, the more likely they are to be able to invest in the next round. The more effective they are in their work of monitoring the landscape and investor sentiment, the better the advice they can bring into the board room as to what it will take for the company to successfully raise money.

Let’s also address an important fiction. Once a company goes public, investor-directors are frequently reclassified as "independent directors" in governance filings. The label implies that they have no special interest in the company beyond their fiduciary duty. But their fund's economic interest is very much alive. They hold a position. They are evaluating whether to add to it or whether, when, and how to sell it – especially in the case of a legacy investor-director. They may be the single most important voice in determining whether the company's next financing succeeds. Calling them independent doesn't make them independent in any meaningful sense. That only obscures what they actually are and what they actually do. 

Consider also how board members are compensated. Truly independent directors are paid in stock and cash from which they stand to profit personally. In the case of an independent director, routine stock grants mitigate dilution from financings. Investor-directors tend not to get paid when a company is private. Once a company is public, they are reclassified as independent directors and paid stock and cash, but that is typically transferred to their funds to benefit their limited partners (and avoid conflict of interest). So an investor-director profits from the success of their fund’s position in the company and their fund may be very sensitive to dilution (especially if they can’t invest more) since those director stock grants are likely tiny compared to the size of their position in the company.

These distinctions among board members matter enormously, and yet most companies treat all four of these people identically when it comes to time demands, committee assignments, and meeting structure. 

None of this is a criticism of any category of director. I’m describing reality so that we can then consider where first-principles thinking leads us. Independent directors, legacy investors, and active investors each have a role to play and, in some cases, a contractual right to be there. The point is that their roles are different, their contributions are different, their conflicts are different, and therefore the way a company uses each of these people might logically be different. A governance structure designed from first principles would recognize these differences. Biotech’s existing governance structure was borrowed from large, profitable companies that don’t need to consider any of this, because they don't need to constantly raise cash and therefore don’t even have active investor-directors. 

If a Fortune 500 company demands so much time from their directors that those directors’ day jobs suffer, that’s not a problem for the company. But small biotech companies have a stake in making sure that they make the most efficient use of their directors’ time, especially in the case of active investor-directors.

Most biotech companies don’t have active investor-directors on their boards, but it’s possible that after reading this, more may wish to. Understanding both their constraints and best use is a good place to start.

The hidden tax on investor-directors

Now that we've established who is in the room, let's talk about what we are asking of them and what companies may be inadvertently costing themselves by asking too much of some directors. 

Companies rarely appreciate the real costs of the trading restrictions that board service imposes on active investor-directors. When any director has material non-public information about a company, as they often do, they cannot freely buy or sell that company's stock. For a fund that would otherwise be actively managing a public position, this is a real and ongoing sacrifice. It limits their ability to respond to market conditions, manage risk, and optimize returns for their limited partners. The restriction also likely impacts how the prime broker classifies the position for margin purposes, which impacts a fund's ability to borrow and absorb market volatility. An investor's partners will likely, from time to time, ask their colleague to justify their ongoing board role. If an investor-director continues to accept these limitations, it's because they believe their board service creates value for the company while aligning with their broader investment strategy. 

But when you add the trading constraint to the enormous time commitment that standard board membership entails for all board members, the scales might tip in favor of stepping off the board. When that happens, the company loses not just a director but a special kind of director with unique insights and resources. Once off the board, that investor’s fund may still remain a shareholder and may yet participate in future financings, but their distance might make that less likely. They will be less involved, less informed, and therefore less confident in their understanding of the company. The fact that stepping off the board makes it easier to sell the position is not lost on the rest of the investment community. Some investors will wonder if the investor-director saw something wrong. But perhaps the biggest loss is that the management team and board will miss out on that active investor-director’s perspective. 

To be clear, the benefits of running the board efficiently extend to the whole company, all board members, and our entire ecosystem. But to the extent that efficiency makes it easier for investor-directors to remain on boards, let's consider what companies can ask of them.

The best uses of investor-directors' time

So what kind of board work should companies actually ask of investor-directors?

For example, audit work is serious business and takes time. But you don’t need to use an active investor-director for that. Independent directors with finance expertise can handle that just fine. 

Compensation is also important and quite sensitive. But not only is this not a good use of an active investor-director’s time, there’s too much conflict for comfort. A fund that may invest in future rounds, and therefore may be dependent on management’s favor when they’re making allocation decisions, has an incentive to be very generous with management compensation. The potential cost of being cut back in the next financing dwarfs any dilution saved from shaving down an equity plan, so the structural incentive toward generosity is not subtle; it's overwhelming. Other shareholders, who don't share that upside from future investment, should want to keep active investor-directors away from compensation decisions and therefore off of comp committees. This is one committee assignment where the conflict is structural and the solution is simple: don't do it.

So where should active investor-directors serve? On the committees that are directly relevant to the company's scientific and clinical progress. Whether you call it a Clinical Execution (ClinEx) committee, R&D committee, or Science and Technology committee, those are definitely my happy places and where all my colleagues like to spend their time. Our day jobs require that we stay on top of each company’s science and data, clinical enrollment, and pipeline prioritization. These are the areas where our ongoing diligence work and the company's needs overlap most naturally. I always serve on these committees when I’m on a board.

Unless the board is going through significant turnover, Nom&Gov is typically a light lift. I don’t think it’s a big ask to assign an active investor-director to Nom&Gov if necessary, as long as your policy doesn’t require that committee to formally meet. Most of its business can be handled by email. And when new directors are being recruited, it can be interesting to interview candidates and learn from them. In that case, a meeting to discuss candidates can be expedient before recommending them to the full board. I’m on the Nom&Gov committee of all my companies. 

As needed, boards also put together financing committees and M&A strategic committees. Those are higher-stakes, short-lived committees on which an active investor-director is well suited to serve. They are investors. No one better to read the room. And especially in the context of M&A, a company’s best alternative option is often to go it alone, which likely means planning for another financing. So you want the active investor-director in the room. 

Let’s go back to our “million hours” thought experiment. Imagine that an active investor serves on the boards of six companies. They all have their board meetings, slide decks, and committees; they don’t think about one another. Assuming 36 hours per year per company, that’s 216 hours of board work, not counting travel, preparation, and dinners. In addition to that investor’s day job, it’s a lot. Consider that those are just the formal board requirements. That investor is likely putting in plenty additional time into studying each company’s competitive landscape, doing background diligence to defend their position, and generally sweating every bit of news that might impact that position. Their own team is counting on them to make the right call about buying or selling each stock if it’s public or making the right call on how much to buy in the next financing if it’s private.

At any one time, some of those companies are focused on execution and ask little of their boards. Others might have a lot going on and need their board members to focus and really put in a lot of time. And yet, if all abide by so-called best practices and make everyone sit through the same standard meetings every quarter, they are competing for a finite shared resource. 

Of course, each company might think that the investor is just over-boarded. But which boards should they drop? To the extent that all the companies would prefer to keep that person on their boards, they each have a stake in being efficient.

Imagine if all six companies that have that particular active investor-director on their board could somehow convene and ask: how do we make the best use of this person's time? I think they would quickly arrive at a few conclusions.

First, they would agree not to waste it. Not on committee obligations that don't require this person's specific expertise. Not on long hours of open sessions that could be handled by a well-prepared pre-read. Not on travel for meetings that could be conducted effectively virtually (yes, sometimes meeting in person is useful – more on that below).

Second, they would recognize that their individual demands on this person are not independent of each other. If all six companies schedule long, exhausting board meetings, they collectively degrade this person's ability to do the very job that makes them valuable to any one of them. The competitive landscape analysis, the investor sentiment tracking, the synthesis of what all of this means for each company's fundability – that work requires time and mental bandwidth. Drain it with unnecessary meetings and you get a director who is technically present but not fully effective. 

The third and most often overlooked insight: the companies would recognize that respecting this person's time is not charity. It is an investment. Because when one of those six companies faces a genuinely critical moment, such as a major strategic decision, a complicated financing, or a two-day retreat to war-game the company's future, they need that investor-director to show up fully. That's only possible if all six companies have otherwise been efficient with their demands on the person’s time.

The implication is practical: if an active investor-director tells you they can only join for the executive session, don’t feel slighted. Say “we’ll make the most of your time” and make that executive session worth their full attention. Once you see how much the whole board can accomplish with effective pre-reads in a one-hour executive session, that might become the default commitment for all board members. And on the occasions when you genuinely need more of their time, odds are your board members will recognize that the stakes are high, and they will have the bandwidth to deliver.

Some CEOs may worry that accommodating one director's time constraints will breed resentment among others. In practice, the opposite tends to be true. When a board is running efficiently, with tight pre-reads, a focused executive session, and a clear agenda, other directors find they don't need four hours either. The accommodation that starts as a concession to one person often turns out to be a gift to everyone.

A note on virtual meetings: Travel is itself a hidden tax. A full day of flights and hotels to attend a four-hour meeting that really could be one-hour is not a reasonable ask of anyone. Allowing active investor-directors (or any director) to join virtually, for a focused hour discussing matters of strategy in executive session, is not a concession. It is a sign of respect, and companies that extend it will find it reciprocated. When first joining a board, an investor will likely want to attend a board meeting in person and will likely be game to join for a board dinner. Getting to know people you are going to work with is important. And maybe they will make it a point to show up from time to time to maintain those relationships, especially if there is board turnover or for particularly critical discussions. But when relationships are established and people know each other well enough to read each other correctly by video and assume the best of one another when there are misunderstandings, then the video option becomes a biotech board’s friend.

Of course, we aren’t just talking about one investor and six companies. We’re talking about everyone who serves on boards and all their companies, which makes it one big web of companies and one shared director talent pool. Imagine if all companies got together and pledged to be efficient, what one of my colleagues calls “going on Boardzempic.” That would be remarkable. And yet, it’s not necessary that all companies make the shift all at once. Even if just some do, that will create some natural selection pressure for others to adopt efficiency. Once highly qualified independent directors get a taste of serving on efficient boards, all else being equal they will drop off of the inefficient ones. There’s no joy in wasting time on mindless formalities. Board candidates will learn to inquire about how a company conducts its board work and will avoid the ones engaging in conventional so-called “best practices.” Eventually, the old best practices will die out and we’ll have new biotech best practices.

The investor-director's special power

To appreciate why companies should wish to protect and not squander an active investor-director’s time, it helps to appreciate what we have to offer.

Every board member brings something. A seasoned clinician brings trial-design expertise. A former FDA official brings regulatory intuition. A commercial executive brings market access experience. These are real and valuable contributions. Whether any given director thinks about your company between meetings depends on the person; some are deeply engaged, others less so. But for most directors, their day jobs or other board obligations don't structurally require them to think about your company. A legacy investor-director in harvest mode may be thinking about your company, but primarily from the standpoint of when to exit. A problem at the company is a potential trigger to sell. That's a very different lens than the one an active investor brings.

The active investor-director’s job requires them to be thinking about your company whether they are in the boardroom or not. Not just reactively, but proactively, even obsessively. They are professionally obligated to understand every meaningful development that could impact your company's valuation. If there are problems, they have an outsized interest compared to any non-investor director to trouble shoot and help implement solutions. And if that means the company will need more capital, they are solving for their own willingness to cut a check.

They are monitoring your competitive landscape. They are tracking how the market is reacting to data from companies in your space. They are forming a continuous view on your company's fundability: how much they would want to invest at the next round, at what valuation, under what conditions? They are asking themselves, on an ongoing basis, whether your Core Value Proposition remains intact (and whether the market will agree). This is not optional work they do out of dedication to their board role. It is their job. They are paid to do it. Their limited partners are counting on them to do it well.

The active investor-director’s dedication to knowing everything relevant to the company is an extraordinary resource, and most companies don't fully appreciate it.

Think about what it means in practice. You have someone in your boardroom who is doing real-time investment analysis on your company as a byproduct of doing their job. They know what your competitors are saying to investors. They know what's fundable right now and what isn't. They know how your story is landing in the market, because they live in that market every day. 

That perspective is something no consultant can sell you. It is something no independent director, however accomplished, can replicate. Bankers can only guess. It is the active investor-director's special power. And the way to unlock it is simple: let them do their job.

Put them to work the right way. An active investor-director should be on your R&D committee, your Clinical Execution committee, your Science and Technology committee. These are the areas where their ongoing diligence and your company's needs overlap most directly. Let them even chair those committees. Even if they aren’t the Chair, let them drive the agenda. Let them interrupt with their questions. Let them synthesize what they are seeing in the outside world and bring it to bear on your pipeline decisions. In effect, let them serve as the board's investment analyst. They aren’t the only source of truth, but they are a canary in the coal mine: the person whose job it is to tell the board what a sophisticated investor would think about your company at any given moment so that management can go face all the other investors out there better prepared.

This also means involving them in financing and strategic M&A discussions early and often, including having them serve on deal-related sub-committees. These are exactly the moments where their judgment is most irreplaceable. In the case of financings, investor-directors know what a deal looks like from the other side of the table. They know what investors will accept and what they won't. No one is better positioned to help you read the room, and there’s no substitute. In the case of M&A, experienced investor-directors have probably seen more deals (especially if counting boards their colleagues serve on) than most directors. 

Some companies see the fact that an active investor-director’s firm may invest in a financing or own shares of an acquirer as a conflict that rules them out of participating in financing or M&A discussions. That’s rarely the case. My partners and I typically serve on financing committees and nearly always on M&A strategic committees when they are formed. 

If there is a conflict, as in the case of the investor proffering an actual term sheet, thoughtful legal counsel can design a process that allows for the company to benefit from the investor-director’s expertise and protect the company from claims of unfair dealing. For example, recent and welcome changes to the Delaware corporate law statute have made navigating these situations clearer. In the case of Delaware corporations (which most US biotechs are), as long as a majority of the directors aren’t conflicted, it’s not a transaction with a controlling stockholder (and any stockholder or group with less than 33% voting power can’t be a controlling stockholder, but over 50% you are, and in between it’s case specific), there’s adequate disclosure of the conflict, and the non-conflicted directors act reasonably and in good faith, the transaction will still be subject to the deferential “business judgment” rule despite the fact that an investor-director participated in the board or committee meetings discussing the deal or even formally approved the transaction (although conflicted directors do often recuse themselves from votes anyways). Of course, each company should get qualified legal advice for their specific situation, but if you’re getting knee-jerk advice to just exclude the investor-director from the process (even after showing them this paragraph), it may be worth getting a second opinion.

Think of the firm, not just the person. Here is an idea that is unconventional but worth considering. When an active investor-director sits on your board, if they are from RA Capital or any of our peers, they are not just bringing themselves. They are bringing the full analytical infrastructure of their firm: the sector expertise, the pattern recognition across hundreds of companies, the scientific diligence capabilities, the competitive intelligence. That is a resource most companies never think to tap.

It’s possible that legacy investor-directors might also bring such resources to the company as long as they have a position that they believe they can help grow. It’s worth finding out. By comparison, every other independent director is likely to only bring themselves.

There is no rule that says you can only benefit from one person at one firm. Consider designating colleagues of your investor-director as observers and allowing them to attend subcommittees, participate in R&D discussions, and pressure test your science. This is especially valuable for firms that are still actively evaluating whether to invest more. The more informed and confident they are about your company, the more likely they are to show up at your next financing with conviction. You are not just giving them access. You are investing in their confidence. And their confidence is what you will need when you go back to market.

Many companies think that once they go public, they can’t have observers on the board. That’s not true. With the conversion of preferred shares to common, all investors’ observer rights go away, but if a company wants to have an observer, they can simply allow a person to be an observer. That person is placed under confidentiality and they are subject to the same trading restrictions as a director and their firm. And for certain highly sensitive matters, particularly related to intellectual property strategy, they may be asked to step out of the room. But having observers is an option for any public company. 

I’ve had associates serve as observers and become essentially free assistants to the CEO, doing all kinds of analyses, researching trial protocols, helping put together clinical advisory boards, and preparing board decks. Having a colleague up to speed on everything going on with the company also made my own job easier. 

Even beyond allowing an investor-director to have a colleague as an observer, consider whether they might have entire teams who could be of value to the company. For example, RA Capital’s Raven incubator also includes a team we call Blackbird that is maniacally focused on accelerating clinical trials by countless means, including helping our companies figure out how to credibly run trials in China. Some of our companies invite members of the Blackbird team to their ClinEx sub-committee meetings to brainstorm and trouble shoot (though we prefer to avert trouble by getting Blackbird involved as early as possible). All that stems from having an RA Capital investment professional on the company’s board; we’re restricted from trading and under confidentiality anyway, so we may as well bring all we have to the table to help the company succeed. Other firms like ours may have their own capabilities to offer - just ask.

Create the conditions for candor. None of this works if the investor-director doesn't feel safe sharing what they actually think.

Here is what I mean. An active investor-director is constantly forming a view on your company's fundability. They may have concerns about a competitor's data, about your burn rate, about whether the market will bear your valuation at the next round, or the enrollability of your trial given its stringent eligibility criteria. Those concerns are exactly what you need to hear. Early. While you still have time to do something about them.

But investors are typically rational. They have almost certainly at some point had a thin-skinned executive react poorly to candid feedback and maybe cut them out of a hot financing (if not in the case of the current company, then in the case of another company where the executive is involved as an executive or director). I’ve had that happen to me more than once. The logical reaction is to be less candid. And if a management team reacts to candor defensively, passive aggressively, or with overt hostility, any director will pull back. They will sit in your board meetings, smile, and say nothing useful. And then when you go out to raise, you will discover for the first time that an investor has had reservations that they have been carrying for months. Whether they are direct at that point or make up excuses, they won’t invest or might only commit a token amount. That is a terrible outcome, and it is entirely avoidable.

The solution is to make it unmistakably clear that candor is not just tolerated but rewarded. If your investor-director says "I'm nervous about this competitor’s data being better than ours" or "I'm not sure I could justify pro-rata at the next round at this valuation," the right response is not defensiveness. It is gratitude. That is the most valuable thing they can say to you, and they should never regret having said it. Use that candor to learn and figure out what it would take to get the investor to be excited about investing. It’s good practice for the actual financing.

Aspire to joy. When I joined my first board, I was fortunate that it was chaired by a very thoughtful, considerate, and experienced drug developer who was adept at keeping us on track. He would call out "no joy" whenever a discussion became unproductive. It’s a military term that pilots use to indicate that they aren’t seeing their intended target. He meant it to indicate “we’re not on target and should set this discussion aside to make sure we complete our mission.” It’s the best way to tell people to shut up that I’ve ever heard.

It’s not that the discussion wasn’t important. He wasn’t saying anyone was wrong. He was reminding us that the matter could be resolved at another time, maybe with a subset of the board, and that there were more pressing matters to address with everyone present, after which we could return to that particular rabbit hole. I loved hearing him call out “no joy,” even when he was shutting me up, both because he was typically right about our priorities and because he was implying that it’s possible, in a boardroom, to aspire to joy!

When everyone in the room feels safe to say what they actually think, when the discussion is grounded in honest assessment of the company's position, when we unyieldingly ask the hard questions and pressure test key scenarios, when the discussion is too engaging for anyone to even want to check their email, when everyone feels like they did their job well, that is a board meeting that has joy. It moves. It produces something. People leave it feeling like their time was well spent.

That is what we are striving for by re-engineering biotech boards to serve biotech needs.

To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com

The optimal framework: What a well-designed biotech board actually looks like

I made the case that biotech boards need to be redesigned from first principles, so I owe you a concrete picture of what that redesign might look like. Here I’ll lay out the key practices we've developed and refined over years of serving on and working with boards across our portfolio. For those who want the full implementation guide, we encourage you to read the SABER deck, available on Gateway, with accompanying articles and video interviews about board best practices. What follows is the essential framework.

1. Start with the Core Value Proposition

Every company should be able to state in one sentence what it told investors it would deliver before the next financing. We call this the Core Value Proposition, or CVP. It is not a mission statement. It is not a restatement of the company's entire scientific thesis. It is the specific commitment the company made when it last raised capital: what value inflection it will achieve, on what timeline, with the cash it has. Something like: "We will deliver best-in-class biomarker Phase 1b data for Program A and SAD data for Program B confirming we have a QD drug with six months of cash to spare, after which we plan to raise a $60M Series C."

The CVP is the north star of every board meeting. Every piece of news, whether a trial enrollment delay, a competitor's data readout, a manufacturing setback, or a promising new target, should be evaluated against a single question: does this impair the CVP? If the answer is no, the board can exhale and move on. If the answer is yes, that impairment and the path to addressing it become the only things that matter in the meeting. Don't waste time arriving at the critical issue through forty slides of context or housekeeping issues. Start there. 

2. Build every meeting around the Elephant Slide

The Elephant Slide takes its name from the ancient parable of the elephant surrounded by blind men, each one touching a different part of the animal and arguing passionately about its nature, with none understanding the whole. Don't ask your board to sit through a detailed meeting assembling the animal piece by piece, with the clinical and financial section separated by 40 slides and two hours of discussion. Show them the whole elephant first.

The Elephant Slide is a single dashboard that displays the company's key milestones for all key programs, cash balance and forward 12-month burn rate (their intersection marks when the company will be down to one year of cash runway), and the current state of the CVP all in one view. It is the first slide of every board pre-read and the opening of every board meeting.

It is updated each quarter to show what has changed since the last meeting: what has moved, what has slipped, what has improved; all annotated with the bottom-line implication of each change (the Elephant Slide never forgets). If a two-month enrollment delay pushes a data readout but the company still has ample runway before its next financing, the Elephant Slide says so plainly. What a relief to see that, despite a delay, the company can deliver on key data without needing to finance. 

But if the company needs to raise again before delivering key data, that’s clear from the Elephant Slide and the board can get into the prospects for a financing and the wisdom of paring back spending to conserve cash. These are the hard discussions and the right ones to have. 

And with the Elephant Slide upfront, board members arrive at the meeting already oriented. They know the state of the animal. Any forward-looking scenarios can be represented as changes to the Elephant Slide. Cutting spend shows a lower 12-month forward burn rate line and slower decline in cash, pushing out the point of intersection. But if the cash curve still hits zero well before Program A yields data, then you can see how much cash it would take to bridge the company through data before having to do a financing. $30M? Then if the goal is to avoid a bridge financing, don’t bother partnering Program B for any less than $30M upfront. Every constraint on every idea can be represented as a scenario on the Elephant Slide so the board sees everything it has to solve for. When one is well made, it can be the only slide the board needs to look at during the whole executive session to aid strategic discussion. 

3. Put the bottom line at the top (BLATT) of every slide

Every slide in a board deck should clearly state the bottom line “so-what” of whatever mass of text or data is on the slide. Assume that a board member is looking at the slide, overwhelmed, and wondering “uh oh, is this slide saying we’re screwed?”. If yes, don’t make your directors hunt for that insight. If no, all the better; just say so. This will save every board member a lot of time and, more importantly, help them all come to the board meeting with the right insights in their head. 

When decks are dense and unclear, board members have to derive the key insights for themselves, they may or may not get there. It turns the deck into a needless intelligent test. So when some board members come in seemingly clueless and unprepared, it may be because management set them up for failure. Make it easy.

The header of the slide is not a description of its contents but its conclusion. 

Not "Program A Enrollment Update" but "Program A enrollment delayed two months; CVP remains intact with four months of cash runway to spare.”Oh, that’s not so bad.

Not “Manufacturing Status” but  “Manufacturing is on track. Yields are a bit low but will improve. No risk to trial initiation.” That’s nice.

Not “Competitor announced data” but “Competitor molecule shows 8-day half-life and much deeper target knockdown, suggesting our Program A will not be best-in-class unless competitor runs into tox due to being less selective, which we believe is likely but we may not know for 12 months, requiring us to decide whether to keep spending on Program A or park it until we know more about the competitor molecule.”  Uh oh. That’s worthy of a thorough discussion. 

The BLATT discipline also shows the board whether management understands the real strategic implications of a new development. For example, if management thinks it can park Program A and just focus on Program B but will need to raise money before Program B yields proof-of-concept Phase 2 data, then the real question is “can the company raise more money based only on the value of Program B pre POC data?” If that’s unlikely, then parking Program A may be a death blow. So the real question is “Has competitor data just killed us?” 

To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com

4. Write a tight cover letter

Every board meeting should be preceded by a cover letter accompanying the board deck, ideally in the body of the email and the first page of the pre-read deck, that tells board members plainly what is going on. It should answer the questions every board member is silently asking: Is the CVP intact? Is anything going better than expected? Are there risks on the horizon? What is management asking the board to decide? What topics are sensitive and should be reserved for closed session?

Or more bluntly, “Are we screwed?” Seriously. Assume that is the first question on every board member’s mind the moment they receive the pre-reads for the next board meeting. They know that biotech fails more often than it succeeds. Some of us have come to believe that the one and only true god of biotech is Murphy, or maybe Loki, and we cross our fingers and clasp our security blanket every time we open that board pre-read email. So if the news is bad, just say so. And if it’s not bad, then for heaven’s sake say that too. “All on track.” 

And be clear in the cover letter what is expected of the board in that meeting. Will it just be an update without any key decisions and some standard housekeeping votes? Or has the company failed to deliver on the CVP and the board will have to decide on cutting spend versus authorizing a bridge financing?

While it’s best practice to send these pre-reads a week before a board meeting, the reality is that very clear and well-organized materials are so easy to digest that they can be sent closer to the board meeting, maybe three days prior, and directors will still be able to digest them and come to the board meeting prepared. 

Such clarity and preparation also serves as a quiet accountability mechanism: if a board member arrives unprepared despite having received a clear, well-organized cover letter and pre-reads, the responsibility lies with them, not management. So it should go without saying that all board members have a duty to make the most of management’s preparation and clarity.

5. Keep board members current between meetings

One of the most effective ways to shorten board meetings is to ensure that board members are never surprised by what's in the pre-read. We recommend biweekly updates, though monthly is also effective. These can be short, consistently formatted emails that track progress against corporate goals, flag any changes to the CVP, and note anything the board should be aware of before the next meeting. A friend of mine with whom I have served on a board calls these love notes.

Love notes serve multiple purposes. They keep all board members equally informed, regardless of how often they speak with management informally. They surface issues early, when there is still time to address them. And they dramatically reduce the amount of time a board meeting needs to spend on information transfer, freeing it for what board meetings should actually be: discussion, deliberation, and decision.

6. Structure the meeting itself around executive session

Every board meeting should begin with an executive session including board members and the CEO, possibly with other executives (see below). 

Executive session is not a formality. It is the most important part of the meeting. It is where the board can have the candid conversation that the presence of the full management team might otherwise inhibit. This is where all board members speak plainly about what’s worrying them. It is where the investor-director(s) can share what they are really thinking about the company's fundability under various scenarios. If board pre-reads were clear and consequential, then board members should be positively brimming with things they want to talk about, which is why Executive Session has to go first. 

If you open up with an open session, then be prepared for board members to raise big issues in front of everyone and turn the open session into an executive session. That could be good, actually. In companies where the management team is tight and fully aligned, the executive session can include everyone. There is no rule that says the CEO must attend alone. Some of the best board meetings we've seen dispensed with the distinction between closed and open session entirely. The whole team was in the room, the conversation was frank, the right people provided answers in real-time to keep the discussion flowing, and the meeting was over in an hour. 

But if the executive team doesn’t quite have a culture where everyone can handle hearing the board talk about killing programs, doubts about how competitive data are, concerns about being able to finance, the need for key hires some might find threatening, and the merits of layoffs, then starting with open session may frustrate your board. They will be dying to discuss highly consequential strategic issues and yet will have to bite their tongue for hours as they listen to various executives present different sections of the deck.

That’s why the best policy is to start with Executive Session. 

The Elephant Slide goes up and stays up throughout unless it makes sense to reference another slide. It’s helpful to have one board member summarize what they understand the state of the company to be and key worries and strategic considerations. If the company has an active investor-director, that person is likely always thinking about everything in terms of its impact on their investment thesis. That makes them exceptionally adept at distilling what matters to the company’s ability to raise the next round or otherwise drive its valuation. Have them deliver the summary.

If other executives didn’t join, then the CEO also uses this time to tell the board what sensitive topics should or shouldn't be raised in open session. 

Another reason why it makes sense to have Executive Session first is so that directors with time constraints can prioritize joining for that session and contributing to the strategic discussion. Hopefully by the time they leave, the board has largely aligned on key decisions. If anything in the rest of the board meeting alters where the board comes out, the CEO or Chair can update the directors who left early. But at least the whole board was able to start the meeting by hearing every director’s contribution. 

7. Match committee assignments to capabilities and constraints

Not every director should serve on every committee. We've already addressed the specific case of active investor-directors and compensation committees; the conflict is structural and the solution is straightforward. But the broader principle applies across all director types.

Professional independent directors, those for whom board service is their primary occupation, are well suited to audit committees and compensation committees. These require sustained attention, governance expertise, and availability for the procedural demands that come with listed company obligations. Operators serving on boards as a secondary engagement may be better deployed on science and technology committees or clinical execution committees, or wherever their domain expertise is most valuable and the time demands can be more flexibly managed (e.g., if the company is nearing commercialization and the director has experience with reimbursement, put them on the commercialization strategy sub-committee if there is one).

For development-stage companies, active investor-directors belong on R&D, Science and Technology, and Clinical Execution committees, which are all areas where their ongoing diligence and the company's needs overlap most directly. They also belong on financing committees and M&A strategic committees, where their ability to read the investor market is irreplaceable. 

And as long as Nom&Gov committee work is handled efficiently, largely by email, without formal meetings, then any board members can help check that box. This committee tends to rev up when the board needs to recruit new members, which happens infrequently. 

The goal is not to minimize any director's contribution. It is to maximize it by putting each person where their specific capabilities are most needed and where the demands on their time are most justified.

And if these changes mean that some committees aren’t sufficiently staffed, then consider recruiting another director. One might worry about an even number of board members leaving open the possibility of a split vote. But realistically, companies with seven directors rarely consider a 3-4 outcome resolved; they keep discussing, often until the matter is resolved unanimously. And so the risk of a 4-4 impasse is likely theoretical. If an eight-member board makes a board uncomfortable, then recruit another director to keep the count odd. And the more efficient boards are, the more bandwidth independent board members might have to join an incremental board.

A note on Nom&Gov: One of the duties of Nom&Gov is to assess how effectively the board is functioning and advise on what the board can do better. This involves gathering and synthesizing feedback from all board members and delivering recommendations to the board. Legal counsel can assist with this process. In my experience, these exercises can consume a surprising amount of time for what they produce. If the management and the board are doing everything else in this article, from preparing clear pre-reads to nurturing candor in the boardroom, then the board will be suggesting improvements in real-time. 

8. Housekeeping belongs in the appendix and can be resolved efficiently

The Elephant Slide and cover letter should reflect all that matters to the CVP, company strategy, and board discussion. The meeting itself should be reserved for the things that actually require the board's judgment, not the things that merely require their acknowledgment.

Not everything needs to be discussed. Budget versus actuals, routine recruitment updates, and standard legal and compliance matters belong in the appendix of the pre-read, clearly labeled with a status indicator (green, yellow, or red) so board members know at a glance whether anything requires their attention. If it's green, they note it and move on. If it's yellow or red, it surfaces for discussion and merited mention in the cover letter. 

When housekeeping votes can be handled by written consent, do that. If you have to do it in a meeting, be efficient. For example, if the comp committee has recommended option grants to new employees, don’t display them as share counts since such information lacks context. Present that as a percentage of the company on a fully diluted basis. If it adds up to 0.2%, odds are no director is going to want to spend time debating it, and the resolution will pass quickly. 

9. After the meeting: close the loop

Within 48 hours of every board meeting, management should send a recap email summarizing the decisions made, the open questions, and the follow-up items before the next meeting. This is not administrative overhead. It is the mechanism by which a board meeting actually produces results. It also seeds the agenda for the next meeting and, integrated with the regular love notes, creates a continuous thread of accountability that keeps everyone aligned between meetings.

10. The Chair (or other director) is the CEO’s partner and clarity enforcer

It’s not always easy for a CEO to empathize with directors. The CEO lives and breathes everything about the company, knows every acronym, and sometimes naturally assumes that directors remember more than they do from the last meeting. That’s where it helps to have the Chair or other director (can be different every meeting) serve as a thought partner to the CEO when preparing the pre-reads. 

The CEO should send the Chair or designated director a preliminary board deck and cover letter draft with an agreement that the person will do a run through and call out anything that’s confusing. Like a canary, that director’s job is to freak out if something looks problematic so that the CEO and management team can either acknowledge the problem or clarify that it’s not. No sense allowing glitches or poor word choice cause the whole board consternation. The director can help paraphrase back to the CEO what they are seeing in the pre-read; if that aligns with what the CEO intended to convey, then the materials have done their job. The director can also review and revise the cover letter. Again, the active investor-director is likely already synthesizing everything in their head to update their investment thesis. 

In my experience, the updated thesis I formulate in my mind as I read the deck, with all the entailing scenarios analyses based on possible data outcomes and consequences for the company’s ability to raise capital, is essentially the same as the cover letter that the CEO should be sending to the board. At times, I’ve even shared my thesis with the CEOs of my companies and they were able to adapt parts of it as their cover letter. Whatever works. 

11. Allow pre-board email discussion

When the CEO and a board member are aligned that the board materials and cover letter are clear, that doesn’t mean everyone will be clear. Some directors will receive the materials and have questions or concerns. Best practice is to put all the board members’ emails in the To or Cc field of the email so that anyone can reply all and start a dialogue. Keeping counsel on that email is likely to keep it privileged to the extent it is implicitly, even if not directly, seeking legal advice. 

The more the board can identify the key issues in writing before the board meeting, the better prepared everyone will be to hit the executive session running. If management needs to get answers to directors’ questions, they will have a few days to do that before the meeting. 

I’ve seen CEOs use group emails to communicate with the board, but when someone hits reply all, they get a bounceback because they don’t have permission to send to that group email. That’s annoying and a waste of time, forcing a board member to dig up the emails of all the other directors or else just include whomever they remember or just not bother replying at all. 

Sometimes a topic is too sensitive for email. Intellectual property strategy seems to fall into that category. That’s best clarified with counsel. However, do not let counsel tell you that you can’t use email. I’ve served on many public and private boards and it’s absolutely possible and essential to be able to have discussions back and forth among board members by email. To hold everything for meetings and verbal discussion is too tedious and constraining.

Adding it up: Clear, Efficient, Often Shorter, Always Effective

All of these practices are not radical. Most of them are simple. What is radical is the consistency with which they are ignored and the cumulative cost of that neglect, measured in the million-plus hours of senior talent that the biotech industry burns in board meetings every year, much of it unnecessarily.

The SABER deck walks through each of these practices in detail, with examples and templates. We strongly encourage every management team and board chair to read it. What we've described here is the skeleton; the deck puts flesh on the bones. Gateway has much more on building and running great boards, including articles, video interviews, and resources on everything from compensation to CEO feedback and CROs to M&A. This article has focused specifically on efficiency, which is only one dimension of board excellence, but arguably the most neglected one.

The combination of a CVP, Elephant Slide with scenario analyses, BLATT in the top-right corner of every slide, a clear cover letter, and candor in the board room is an absolutely killer combination of upgrades to every board. It’s possible. I’ve served (and continue to serve) on such boards.

And all that clarity allows everyone to come well-prepared and will likely dramatically increase engagement in the board meeting. No one will need to present the deck slide by slide because the deck really can be “taken as read.” Everyone will have read it. By applying these principles, management and board are setting themselves up to be maximally effective at their jobs. And yes, this level of clarity in the pre-reads, with BLATTs throughout, will allow most board meetings to be shorter and more effective, bring joy to the work, and extend the durability of all your board members. 

It's not about making all board meetings shorter. It's about spending time purposefully rather than tolerating formalities while checking email. (I'm speaking for myself and maybe a few others.) And paradoxically, a shorter meeting is often a more effective one. A time constraint is a forcing function. When everyone knows there's an hour to cover what matters, management has to identify what actually matters before walking in. Directors have to read and think, not just show up. And once the discussion is bounded, the board naturally gravitates toward the highest-leverage questions. As soon as an Elephant Slide reveals that the company will need to raise before key clinical data arrives, that's the moment to ask: can we accelerate the trial to avoid a bridge financing? The right protocol amendment two years out could make all the difference. That's what I mean by leverage. Sprawling four-hour meetings often create the illusion of thoroughness while avoiding exactly these questions.

For companies that want to start somewhere, here is a simple experiment: shorten your next board meeting by an hour. Not by cutting substance, but by sending tighter pre-reads and kicking off with an executive session discussion that presumes people have read the materials. If that works, as I’m confident it will, try cutting another hour off the next meeting. Ultimately, you may find that a default length of two hours for a board meeting is plenty. You may find that one is. There’s no one right number. The goal is to discover that our industry's convention of blocking four to six hours almost certainly isn’t necessary or right for your board.

And if with all these actual best practices the board discussion still requires four hours or more of discussion, then the time surely is necessary and no one will consider the board meeting too long.

We second this!

In a board meeting, when someone makes a motion, it requires a second before it can be discussed or voted on. The second isn't an endorsement of the outcome. It's a signal that the motion is worth the board's attention. It says: this deserves to be heard.

This article is a motion. A formal proposal to change how biotech runs its boards, not as a courtesy to any particular firm or type of director, but because the current approach is costing us all dearly, and the alternative is better for everyone.

Here is what I'm moving:

That biotech companies recognize that their boards are not Fortune 500 boards and stop governing as if they were. That management teams adopt the practices described in this article and in the SABER deck: the CVP, the Elephant Slide, the BLATT discipline, the cover letter, the love notes, starting with Executive Session, and make all this standard, not exceptional. That, given the benefit of clear and well-prepared pre-reads, all board members commit to coming well-prepared to jump into discussion. That boards stop assigning active investor-directors to committees where they don't belong and start deploying them where their unique capabilities are most valuable. That boards create the conditions that encourage candor, especially from the directors most likely to know whether the company will be able to raise money. And that when an active investor-director or any director says "I can only join for the first hour," the response is "no problem, we’ll make the executive session count."

Several experienced executives and directors have seconded this motion and relate some of their experiences below (with many more at the end of this article). If you're a biotech CEO or board director and would like to join them, please click here to add your vote.

I wholeheartedly second this. I was first introduced to the Elephant Slide and BLATT format at Synthorx with Peter on my board. I continued to embrace the principles of efficient board meetings at Silverback and Capstan and also learned more from this article.  My next company will include BOARDzempic and I can’t wait to implement it!

- Laura Shawver, Board member of Adcendo and ARS Pharma 

I second this motion. Efficiency in getting to & through the key issues of the company keeps venture-backed teams moving at the speed required and in the right direction. The “Boardzempic” toolkit (Elephant Slide, BLATT, love notes, executive session…) is practical, exportable, and works. 

- Ann DeWitt, General Partner, Engine Ventures

Development-stage biotech companies rely on continuous access to capital markets to survive and are effectively always auditioning for their next financing. A clear Core Value Proposition (CVP), a compelling Elephant Slide, and adherence to the Bottom Line At the Top (BLATT) principle are essential for establishing credibility, driving accountability, and enabling focused, high-impact efficient board discussions.The fundamentals for effective, high-performing boards.

- David Lubner, Board member, Arcellx, Inc., Crescent Bio, and Dyne Therapeutics; former CFO of Ra Pharmaceuticals

As operator, independent board member and possible future investor-director, I strongly second this roadmap. Bringing together the spirit of “Boardzempic” and the discipline of the Elephant slide will empower the board members to be more effective, creative, useful and transformational in a world that moves at a warp speed. New times warrant novel best practices fueled by passion and a joyful enthusiasm.

- Adrian Bot, ex EVP & CSO of Capstan Therapeutics and Board member of Cartesian Therapeutics, Immuthera, ImmunoScape and CARONILEX

I second this!  Having an investor-director on your board, especially if the company is public, is invaluable for management and the other directors to have a sense of how the company is viewed by the broader investment community.  It’s unfortunate most public biotech companies don’t have that benefit as it’s hugely value-add.  Making Board meetings more efficient by employing the Elephant slide, Love Notes, a thorough pre-read including cover letter, and frequent informal meetings/conversations between formal meetings, should be Standard Operating Procedures for all companies.

- Stephen Hoffman, CEO Overlook Pharmaceuticals, Board member Talphera Pharmaceuticals, Implicit Biosciences, BYOMass

Many others have seconded this motion; see the full list below.

Photo by Andrea Piacquadio on Pexels

When a CEO reads this article and sees not just my name but dozens of their peers and fellow board members attached to it, the ask stops being one firm's preference and starts being a community standard.

That is how norms change. Not by mandate, but by enough people saying out loud what they already know to be true, until the holdouts find themselves in the minority and the new way becomes the obvious way.

I promised to tell you how my friend's story ends. He's still on the board he was thinking of dropping. Instead of resigning, he suggested some of the efficiencies I’ve written here and the CEO and Chair agreed. No fight. Other directors loved his suggestions. He told me it had made a real difference and that he looks forward to converting his other boards. Those companies are lucky to have his experience. He's now thinking about which other boards he might be willing to join now that he realizes that board work can be focused on what matters and dispense with most of the standard inefficiencies so that he still has time with his family.

That's what we're fighting for. Not just efficiency for its own sake, but the kind of boards that people actually want to be on. The kind where the work is serious and the time is respected and the conversation is so good that nobody wants to check their email. The kind that has joy.

Biotech is extraordinary. Our boards can be, too.

All those in favor, join us in saying “Aye!”

We’re nothing if not solutions-oriented. Click the button below to download a document with instructions that will create a Board Prep Agent to help you create all the materials we referenced. To create and activate the agent, just upload this document to your enterprise-level Claude and instruct it: 'Activate board prep agent in this document’. Do NOT use the public Claude or other public AI for this since your board prep is confidential.

Click to download Claude "Board Prep Agent" instructions

We second this!

I not only second this for biotech boards but can also attest that many of these efficiencies, particularly the suggestions for how to create well-designed board pre-reads, would be very helpful for boards of larger companies and non-profits.   

- Paul Rothman, Board member (Merck, LabCorp) and Former CEO of Johns Hopkins Medicine

I second this! Many points raised here would've made the BoD meetings in my prior experience more effective and efficient. 

- Anish Suri, PhD, EVP & CSO, Synolo

Excellent advice and a welcome antidote to our ossified BOD practices!  If I had to highlight one simple recommendation it would be this: “The header of the slide is not a description of its contents but its conclusion”.

- Ramin Farzaneh-Far, Former CMO, Ra Pharmaceuticals, Capstan Therapeutics

I wholeheartedly second this! Excellent analysis of private biotech boards and actionable recommendations for CEOs and board members of all stripes to improve board engagement.  Recommendations for committee compositions are also insightful. Can’t wait to use the Board Prep Agent! 

- Milind Deshpande, Former CEO and Board member of Achillion Pharmaceuticals and several RA Capital-incubated companies 

I enthusiastically second this! My experience is that a well-constructed Elephant slide and BLATT-focused deck alongside a clear and concise letter/email that informs on any impact on a company’s Core Value Proposition are incredibly effective tools for any Board. Better understanding the nuances of an active investor-director’s Board role was a great take-away.  And yes……here’s to bringing more ‘Joy’ to Board meetings!                     

- Joel Barrish, CEO Avilar Therapeutics and Conveyor Therapeutics

I absolutely second this!  Having sat on both sides, as a board member and as an executive, I've learned that the best boards operate like flight crews, not audiences. The executive team's job isn't to perform a four-hour briefing. It's to put the full instrument panel up front: the Elephant Slide, BLATT on every slide, the CVP as the north star. So that when the board convenes, everyone is reading the same flight plan and making real decisions together. Performative boards waste the scarcest resource in biotech: the judgment of people who know where the dangers are before they hit.  And if done well that should absolutely bring more Joy!

- Robert Nicol, President of Zyphore Therapeutics 

I absolutely second this. We’ve been using an Elephant slide for years and more recently trained an AI agent on the whole SABER framework. The principles described here have changed how our board engages and if the AI agent this article enables is anything like the agent we’ve been using, it will take efficiency to a whole new level. Board prep that used to consume days now takes hours. The agent keeps us focused on what actually matters, surfaces the critical issues before anyone walks in the room, and ensures no director ever sits through a meeting wondering what the bottom line is. This is what efficient, high-impact board culture looks like so that our team can stay focused on running the business. 

- Paul Bolno, CEO, Wave Life Science and Board member of ExpressionEdits

Second! I can genuinely say that we have been able to move faster, while not sacrificing the quality of decision making by having these elements in place: clear pre-reads with BLATT on every slide, tracking runway on the Elephant slide, frequent touchpoints with directors, leveraging the director and the firm he/she represents, and fundamentally a belief and understanding that the directors are dually functioning as directors and as advocates within their firms for future financing. If these things are done well, then one hour meetings are possible. I will say, the one hour meeting also forces us to be concise, laser-focused, and is dependent on the ability to have candid conversations. Less is more! This is a model for any meeting.  Here’s to making the best use of the time we have together.

- Rachel Sha, CEO Terrestrial Bio

I second this. I think in narrative format. Writing the BOD note BEFORE you make a single slide is another approach that can really help decide what is in and out of the deck, what the focus should be etc. If the deck is delegated out to the functional leaders to generate a first draft, it can quickly become an accounting of ‘everything we have done this quarter’. 

- Aoife Brennan, CEO Climb Bio. 

I second this. There's nothing quite like walking into a well-prepared Board Meeting; you can feel the positive energy in the room when everyone truly understands the strategic value of  each slide. This article speaks to C-suite executives at every level of experience, as well as board members of all kinds. It's worth bookmarking and revisiting, as a reminder that we can always “Kaizen” our board meetings, that there is always room to improve, refine, and elevate.

- Mario Barro, CEO GIVax. Board Member Vitrivax, Curevo and ILiAD and RA Capital Head of Infectious Diseases 

I definitely second this. I’ve had many different styleBoards as a CEO but was not introduced to many of these concepts until meeting Peter and having him as a Board member. Implementing the Elephant slide, BLATT, love notes, into my Board meetings and updates has made meetings extremely efficient, allowing us to spend most of our time on the heavy hitting topics. It also saves time for the manament team as updating the materials for the next meetings are much easier. More Joy in the Board room is a good thing!  

- Aaron Elliott, CEO Freenome 

I absolutely second this. Peter taught me the value of the Elephant Slide and BLATT when he was on my Board at Icosavax. I’ve gone on to teach these techniques, and the Elephant Slide in particular, to several more companies as I’ve seen first hand the impact they have in the Board room. It’s remarkable how quickly you can get to the key strategic discussion points at a Board meeting using these tools (which of course is where the Board should spend its time).

- Adam Simpson, Executive Board Chair, Callio Therapeutics

Second.  An excellent description of best practices.  Board meetings should focus on key issues and strategy foremost and not be dragged down by hours of information transfer.  These techniques serve to focus the board, and the management team that prepares materials in this way, on the real board issues, making board meeting time more productive and valuable.

- Doug Fambrough, formerly CEO Dicerna Pharmaceuticals

I second this. While focused on investor-directors, there are many points of very good advice for CEOs private and public -- we use much of SABER within my Luson portfolio. Larger public and commercial companies are a bit of a different dynamic, but still many core tenets here to apply. Thanks Peter and team. 

- Derek Small, Luson Bioventures, CEO/chair of several biotechs past 20yrs. Current boards: Syndeio, Monument Bio, Innoviva (public), BioCrossroads (non profit), multiple university advisories. 

About the Author:

Peter Kolchinsky, PhD, is founder and Managing Partner of RA Capital Management.

I move for joy: Let's reinvent biotech boards By Peter Kolchinsky, PhD FINANCE | BIOTECH | CULTURE April 10, 2026 One of my friends with years of industry experience told me recently that he was thinking about resigning from a board he'd served on for years. Not because he'd lost faith in the company. Not because of any falling out with management. Simply because he couldn't justify the time anymore. The flights, the long meetings, the committee obligations that had nothing to do with why he was valuable to that company in the first place. He is the only person on that board with biotech buy-side finance experience; he’s been an investor and has run a fund. He knows how investors would view the company at different points in its life and in different data readout scenarios. If he leaves that board, the company would be losing a valuable resource. I asked what it would take for him to stay. He said: "If the board were run more efficiently and I could focus my contribution on where I can add value, I would love to stay on." After you've read this piece, please help spread the word on LinkedIn. Here's a LinkedIn post I wrote to do just that. It's a great place to start. One million hours Let’s recognize that my friend is not alone. Our industry has roughly 2,000 companies with an average of eight directors each. Those boards usually meet four times per year. Each of those meetings lasts about five hours. That’s 20 hours per person per year per company. Let’s say each director serves on two committees that meet for another eight hours each per year. That’s about 36 hours in board meetings per person per year, not counting prep time. Two thousand companies x eight people x 36 hours per year comes out to 576,000 hours committed by some of our industry’s most experienced and talented people. Add the time required to read overly massive decks that are often long on information but short on insight, team-building board dinners, and travel, and we’re looking at well over a million hours. In some cases, that’s time and focus that is well invested. But from what I’ve observed over the years, in many cases this is time spent very inefficiently. This problem is personal for my colleagues and me. At RA Capital, many of our principals and partners serve on boards of our private and public portfolio companies. Many executives from our portfolio companies serve on another company’s board. Between our work and our families, time is our most precious resource. If we can add meaningful value to a board, then it would be a loss to us and our portfolio company if we dropped off to conserve time that might have instead been saved by running the board more efficiently. And we know that’s possible. In many cases, we’ve seen boards adopt efficiencies that made remaining on boards far more tenable and even joyful. What I’m sharing here has already been proven to work. Remember to wield SABER We've written before about how to run more efficient board meetings and published an extensive guide we call SABER on some key board tenets: how to prepare effective pre-reads and agendas; the importance of having a Core Value Proposition (i.e., what you say you'll do to create value before raising again); putting the bottom line at the top of every slide in any board deck; and the utility of the all-encompassing Elephant Slide. On Gateway, RA Capital's knowledge center for executives and directors, we feature articles and video interviews with industry leaders where they discuss how they run effective boards and deal with all kinds of issues, from compensation to CROs to M&A. I'll summarize some of this below, but if you haven’t already, it’s worth checking out those resources in detail. Here I will go beyond the basics by asking a more fundamental question: do we understand the capabilities of and constraints on each type of board member well enough to recognize the most effective and efficient way to structure a board so that companies have the best chance of getting what they really need from each person and from their board as a whole? We’re nothing if not solutions-oriented. Click the button below to download a document with instructions that will create a Board Prep Agent to help you create all the materials we referenced. To create and activate the agent, just upload this document to your enterprise-level Claude and instruct it: 'Activate board prep agent in this document’. Do NOT use the public Claude or other public AI for this since your board prep is confidential. Click to download Claude "Board Prep Agent" instructions How did we get here? Businesses and industries have this concept of board best practices. But where did those ideas come from? At 50, biotech is still a relatively youthful industry, and it did what we all do when we’re young: look up to and borrow from an older, established generation. We’ve wound up embracing board governance norms from companies that bear little resemblance to biotechs. Why would we emulate large, profitable enterprises like Apple, Disney, and Microsoft that rarely need to raise equity, don't have investor-directors who could write the next check, and can credibly demand that every board member treat governance as a major obligation? Pfizer, Lilly, Amgen, and other large biopharmas are hardly much different. Profitable and growing biotechs like Argenx and Alnylam resemble those Big Pharmas more than their younger, development-stage selves. I get why they would place all the standard and significant demands on their boards and abide by the same formalities and extensive time commitments as Fortune 500 companies. A large profitable company needs its board to oversee a strategy for maximizing the returns on what is essentially a successful enterprise. The key question is often how to allocate cash flows productively given a changing competitive environment. The board's job is oversight and strategy. Directors are paid to show up, ask hard questions, and exercise judgment. But it's time we stopped pretending that what's best for Fortune 500 companies is best for most of the thousands of development-stage biotechs, which are built on a different logic entirely. They are pre-revenue for years, sometimes a decade or more. They survive by raising capital, repeatedly, at varying valuations, and their ability to do that depends entirely on whether the financial markets believe in them. In this sense, the capital markets are a higher authority than even the board. It doesn't matter what the board thinks if investors won't fund the next round. This means that a development-stage biotech isn't just governed by its board. It is perpetually auditioning for its next financing. Biotech boards often include a type of member that simply doesn't exist at Apple or Disney: the investor-director. I don’t just mean a director with investing experience. I mean an investor who represents a shareholder that may actually write another check. Someone who is simultaneously a fiduciary to the company's shareholders and an ongoing analyst evaluating whether their own fund should invest more and at which valuation. Someone whose presence on the board is itself a signal to the market and whose departure would be noticed. Yes, I fit that description. As do my colleagues who serve on the boards of many of our portfolio companies. And so do many of my peers. We feel standard biotech board inefficiencies acutely. And we know that many other board members share our frustration. If we were to sit down with a blank sheet of paper and ask what kind of board a development-stage biotech actually needs and how to allocate the board’s time, we would not use a Fortune 500 template. Reasoning from first principles, we would come up with a different format that’s far more efficient in how a company utilizes its board as a resource. We would conserve directors’ time for what matters most and get far more from that board, especially its investor-directors, in the process. So let's do that. Let's start by recognizing that not all directors are the same and that treating them as if they were is a problem. Not all directors are the same Walk into a typical biotech board meeting and you will find people who look, on paper, like they hold the same role. They are all called directors. They all vote. They all serve on committees. They are all subject to the same meeting cadence, the same prep requirements, the same time demands. But they are not the same. And conflating them is one of the root causes of the inefficiency we need to fix. Let me offer a taxonomy. The CEO is there by virtue of running the company. Their presence is non-negotiable and their preparation is total. Everything in the meeting is, in some sense, about them. Truly independent directors, including scientists, clinicians, current and former executives, and regulatory experts, bring specific expertise and experience. Their job is to govern, advise, and exercise judgment on the matters the company brings to them. They are, in the best sense, responsive. When the company has a question, they have an answer. When the board needs a vote, they cast it. They may or may not do proactive work on the company's behalf between meetings; some do, many don't, and the company generally doesn't expect them to. They are paid for their time and their judgment, and a well-run board meeting is a reasonable ask of them. I would further sub-categorize these independent directors as A) professional independent directors who only serve on boards or B) full-time operators for whom serving on a board of another company is a side-gig. This will be very important later in assigning roles on various committees and other aspects of how to redesign board conduct. Strategic partner directors represent companies that have a commercial relationship with the board company, such as a licensor who originated a key program, a licensee who has taken rights to a drug, or a collaborator with ongoing financial ties. Rather than caring primarily about valuation and future financings and shareholder returns, they may be more focused on the company’s pipeline prioritization, specifically whether the company remains focused on the program that defines their relationship. A licensor may resist pipeline diversification that dilutes management attention. A licensee serving on the board may have future royalty negotiations or option exercises that create subtle tensions with other shareholders. A collaborator might prefer the company not develop competing programs. If the strategic partner director’s company is interested in acquiring the company, the director might advocate against another deal, financing, or going public. None of this disqualifies a strategic partner director from serving. They can bring genuine scientific, regulatory, or commercial expertise, and their presence can strengthen the relationship between the two companies. They might even serve as a conduit to far more expertise from their own company’s team. But their conflicts should be mapped carefully. Should they serve on the comp committee and advise on how well to compensate the CEO and other executives? Maybe not. If the R&D committees advises on pipeline prioritization, a strategic partner director can offer insight but maybe they should be recused from the ultimate vote. In general, I think bias shouldn’t disqualify someone from sharing their thoughts as long as everyone is open about the conflict. And consider that they have full-time jobs. They may not be able to do heavy lifting on audit. Legacy investor-directors are representatives of venture funds that led earlier financing rounds but no longer have dry powder. They may or may not still have a position that is meaningful relative to the value of their fund and they are likely to care about the company's success. These investors may bring genuine expertise and relationships. But their fund is likely in harvest mode, and they are thinking about when and how to exit, not whether to invest more. Their economic interest is real but it points in a different direction than an active investor's. Legacy investor-directors may be valuable, but their incentives are not fully aligned with the company's ongoing need for capital. In the extreme, which we’ve observed a few times over the years, they might actively fight management and other directors to avoid dilution, pushing for a sale or reduced R&D investment to conserve cash rather than see a company pursue a financing for which they lack dry powder. Of course every investor is more than just their job and can take pride in a company they helped create or fund early on and the value of the medicine that company is trying to bring into the world. But if the board work is tedious and time consuming, that pride and personal affection might not be enough to keep a person fully engaged. So especially with legacy investor-director who have less at stake and can’t invest more in the company, a company would benefit from making their board work as easy as possible. To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com Active investor-directors are a different animal entirely. They represent funds that are still in the market, still evaluating the company, still deciding at every turn whether to invest pro-rata, super pro-rata, sub pro-rata, or not at all in the next round. They are not passive holders waiting for an exit. They are active analysts conducting continuous diligence on the company, its competitors, and the broader landscape as a direct function of their day job. When they sit in your board meeting, they are not just fulfilling a governance obligation. They are doing live investment work. Unlike independent directors or even legacy investors, an active investor-director’s primary ongoing job, not just their experience, is highly relevant to a company’s success. If an executive of Company X is sitting on the board of Company Y, odds are Company Y does not care if Company X does poorly or even shuts down. If a professional independent director sits on five boards, then no one of those companies need care about how well the other four are doing. In the case of a legacy investor-director, if their venture fund is in harvest mode and therefore highly unlikely to invest another dollar, then the company has little at stake from how effective the legacy investor-director is at their day job of managing that fund. But in the case of the active investor-director, the company is very much aligned with the director being effective at their day job. The better their fund performs, the more likely they are to be able to invest in the next round. The more effective they are in their work of monitoring the landscape and investor sentiment, the better the advice they can bring into the board room as to what it will take for the company to successfully raise money. Let’s also address an important fiction. Once a company goes public, investor-directors are frequently reclassified as "independent directors" in governance filings. The label implies that they have no special interest in the company beyond their fiduciary duty. But their fund's economic interest is very much alive. They hold a position. They are evaluating whether to add to it or whether, when, and how to sell it – especially in the case of a legacy investor-director. They may be the single most important voice in determining whether the company's next financing succeeds. Calling them independent doesn't make them independent in any meaningful sense. That only obscures what they actually are and what they actually do. Consider also how board members are compensated. Truly independent directors are paid in stock and cash from which they stand to profit personally. In the case of an independent director, routine stock grants mitigate dilution from financings. Investor-directors tend not to get paid when a company is private. Once a company is public, they are reclassified as independent directors and paid stock and cash, but that is typically transferred to their funds to benefit their limited partners (and avoid conflict of interest). So an investor-director profits from the success of their fund’s position in the company and their fund may be very sensitive to dilution (especially if they can’t invest more) since those director stock grants are likely tiny compared to the size of their position in the company. These distinctions among board members matter enormously, and yet most companies treat all four of these people identically when it comes to time demands, committee assignments, and meeting structure. None of this is a criticism of any category of director. I’m describing reality so that we can then consider where first-principles thinking leads us. Independent directors, legacy investors, and active investors each have a role to play and, in some cases, a contractual right to be there. The point is that their roles are different, their contributions are different, their conflicts are different, and therefore the way a company uses each of these people might logically be different. A governance structure designed from first principles would recognize these differences. Biotech’s existing governance structure was borrowed from large, profitable companies that don’t need to consider any of this, because they don't need to constantly raise cash and therefore don’t even have active investor-directors. If a Fortune 500 company demands so much time from their directors that those directors’ day jobs suffer, that’s not a problem for the company. But small biotech companies have a stake in making sure that they make the most efficient use of their directors’ time, especially in the case of active investor-directors. Most biotech companies don’t have active investor-directors on their boards, but it’s possible that after reading this, more may wish to. Understanding both their constraints and best use is a good place to start. The hidden tax on investor-directors Now that we've established who is in the room, let's talk about what we are asking of them and what companies may be inadvertently costing themselves by asking too much of some directors. Companies rarely appreciate the real costs of the trading restrictions that board service imposes on active investor-directors. When any director has material non-public information about a company, as they often do, they cannot freely buy or sell that company's stock. For a fund that would otherwise be actively managing a public position, this is a real and ongoing sacrifice. It limits their ability to respond to market conditions, manage risk, and optimize returns for their limited partners. The restriction also likely impacts how the prime broker classifies the position for margin purposes, which impacts a fund's ability to borrow and absorb market volatility. An investor's partners will likely, from time to time, ask their colleague to justify their ongoing board role. If an investor-director continues to accept these limitations, it's because they believe their board service creates value for the company while aligning with their broader investment strategy. But when you add the trading constraint to the enormous time commitment that standard board membership entails for all board members, the scales might tip in favor of stepping off the board. When that happens, the company loses not just a director but a special kind of director with unique insights and resources. Once off the board, that investor’s fund may still remain a shareholder and may yet participate in future financings, but their distance might make that less likely. They will be less involved, less informed, and therefore less confident in their understanding of the company. The fact that stepping off the board makes it easier to sell the position is not lost on the rest of the investment community. Some investors will wonder if the investor-director saw something wrong. But perhaps the biggest loss is that the management team and board will miss out on that active investor-director’s perspective. To be clear, the benefits of running the board efficiently extend to the whole company, all board members, and our entire ecosystem. But to the extent that efficiency makes it easier for investor-directors to remain on boards, let's consider what companies can ask of them. The best uses of investor-directors' time So what kind of board work should companies actually ask of investor-directors? For example, audit work is serious business and takes time. But you don’t need to use an active investor-director for that. Independent directors with finance expertise can handle that just fine. Compensation is also important and quite sensitive. But not only is this not a good use of an active investor-director’s time, there’s too much conflict for comfort. A fund that may invest in future rounds, and therefore may be dependent on management’s favor when they’re making allocation decisions, has an incentive to be very generous with management compensation. The potential cost of being cut back in the next financing dwarfs any dilution saved from shaving down an equity plan, so the structural incentive toward generosity is not subtle; it's overwhelming. Other shareholders, who don't share that upside from future investment, should want to keep active investor-directors away from compensation decisions and therefore off of comp committees. This is one committee assignment where the conflict is structural and the solution is simple: don't do it. So where should active investor-directors serve? On the committees that are directly relevant to the company's scientific and clinical progress. Whether you call it a Clinical Execution (ClinEx) committee, R&D committee, or Science and Technology committee, those are definitely my happy places and where all my colleagues like to spend their time. Our day jobs require that we stay on top of each company’s science and data, clinical enrollment, and pipeline prioritization. These are the areas where our ongoing diligence work and the company's needs overlap most naturally. I always serve on these committees when I’m on a board. Unless the board is going through significant turnover, Nom&Gov is typically a light lift. I don’t think it’s a big ask to assign an active investor-director to Nom&Gov if necessary, as long as your policy doesn’t require that committee to formally meet. Most of its business can be handled by email. And when new directors are being recruited, it can be interesting to interview candidates and learn from them. In that case, a meeting to discuss candidates can be expedient before recommending them to the full board. I’m on the Nom&Gov committee of all my companies. As needed, boards also put together financing committees and M&A strategic committees. Those are higher-stakes, short-lived committees on which an active investor-director is well suited to serve. They are investors. No one better to read the room. And especially in the context of M&A, a company’s best alternative option is often to go it alone, which likely means planning for another financing. So you want the active investor-director in the room. Let’s go back to our “million hours” thought experiment. Imagine that an active investor serves on the boards of six companies. They all have their board meetings, slide decks, and committees; they don’t think about one another. Assuming 36 hours per year per company, that’s 216 hours of board work, not counting travel, preparation, and dinners. In addition to that investor’s day job, it’s a lot. Consider that those are just the formal board requirements. That investor is likely putting in plenty additional time into studying each company’s competitive landscape, doing background diligence to defend their position, and generally sweating every bit of news that might impact that position. Their own team is counting on them to make the right call about buying or selling each stock if it’s public or making the right call on how much to buy in the next financing if it’s private. At any one time, some of those companies are focused on execution and ask little of their boards. Others might have a lot going on and need their board members to focus and really put in a lot of time. And yet, if all abide by so-called best practices and make everyone sit through the same standard meetings every quarter, they are competing for a finite shared resource. Of course, each company might think that the investor is just over-boarded. But which boards should they drop? To the extent that all the companies would prefer to keep that person on their boards, they each have a stake in being efficient. Imagine if all six companies that have that particular active investor-director on their board could somehow convene and ask: how do we make the best use of this person's time? I think they would quickly arrive at a few conclusions. First, they would agree not to waste it. Not on committee obligations that don't require this person's specific expertise. Not on long hours of open sessions that could be handled by a well-prepared pre-read. Not on travel for meetings that could be conducted effectively virtually (yes, sometimes meeting in person is useful – more on that below). Second, they would recognize that their individual demands on this person are not independent of each other. If all six companies schedule long, exhausting board meetings, they collectively degrade this person's ability to do the very job that makes them valuable to any one of them. The competitive landscape analysis, the investor sentiment tracking, the synthesis of what all of this means for each company's fundability – that work requires time and mental bandwidth. Drain it with unnecessary meetings and you get a director who is technically present but not fully effective. The third and most often overlooked insight: the companies would recognize that respecting this person's time is not charity. It is an investment. Because when one of those six companies faces a genuinely critical moment, such as a major strategic decision, a complicated financing, or a two-day retreat to war-game the company's future, they need that investor-director to show up fully. That's only possible if all six companies have otherwise been efficient with their demands on the person’s time. The implication is practical: if an active investor-director tells you they can only join for the executive session, don’t feel slighted. Say “we’ll make the most of your time” and make that executive session worth their full attention. Once you see how much the whole board can accomplish with effective pre-reads in a one-hour executive session, that might become the default commitment for all board members. And on the occasions when you genuinely need more of their time, odds are your board members will recognize that the stakes are high, and they will have the bandwidth to deliver. Some CEOs may worry that accommodating one director's time constraints will breed resentment among others. In practice, the opposite tends to be true. When a board is running efficiently, with tight pre-reads, a focused executive session, and a clear agenda, other directors find they don't need four hours either. The accommodation that starts as a concession to one person often turns out to be a gift to everyone. A note on virtual meetings: Travel is itself a hidden tax. A full day of flights and hotels to attend a four-hour meeting that really could be one-hour is not a reasonable ask of anyone. Allowing active investor-directors (or any director) to join virtually, for a focused hour discussing matters of strategy in executive session, is not a concession. It is a sign of respect, and companies that extend it will find it reciprocated. When first joining a board, an investor will likely want to attend a board meeting in person and will likely be game to join for a board dinner. Getting to know people you are going to work with is important. And maybe they will make it a point to show up from time to time to maintain those relationships, especially if there is board turnover or for particularly critical discussions. But when relationships are established and people know each other well enough to read each other correctly by video and assume the best of one another when there are misunderstandings, then the video option becomes a biotech board’s friend. Of course, we aren’t just talking about one investor and six companies. We’re talking about everyone who serves on boards and all their companies, which makes it one big web of companies and one shared director talent pool. Imagine if all companies got together and pledged to be efficient, what one of my colleagues calls “going on Boardzempic.” That would be remarkable. And yet, it’s not necessary that all companies make the shift all at once. Even if just some do, that will create some natural selection pressure for others to adopt efficiency. Once highly qualified independent directors get a taste of serving on efficient boards, all else being equal they will drop off of the inefficient ones. There’s no joy in wasting time on mindless formalities. Board candidates will learn to inquire about how a company conducts its board work and will avoid the ones engaging in conventional so-called “best practices.” Eventually, the old best practices will die out and we’ll have new biotech best practices. The investor-director's special power To appreciate why companies should wish to protect and not squander an active investor-director’s time, it helps to appreciate what we have to offer. Every board member brings something. A seasoned clinician brings trial-design expertise. A former FDA official brings regulatory intuition. A commercial executive brings market access experience. These are real and valuable contributions. Whether any given director thinks about your company between meetings depends on the person; some are deeply engaged, others less so. But for most directors, their day jobs or other board obligations don't structurally require them to think about your company. A legacy investor-director in harvest mode may be thinking about your company, but primarily from the standpoint of when to exit. A problem at the company is a potential trigger to sell. That's a very different lens than the one an active investor brings. The active investor-director’s job requires them to be thinking about your company whether they are in the boardroom or not. Not just reactively, but proactively, even obsessively. They are professionally obligated to understand every meaningful development that could impact your company's valuation. If there are problems, they have an outsized interest compared to any non-investor director to trouble shoot and help implement solutions. And if that means the company will need more capital, they are solving for their own willingness to cut a check. They are monitoring your competitive landscape. They are tracking how the market is reacting to data from companies in your space. They are forming a continuous view on your company's fundability: how much they would want to invest at the next round, at what valuation, under what conditions? They are asking themselves, on an ongoing basis, whether your Core Value Proposition remains intact (and whether the market will agree). This is not optional work they do out of dedication to their board role. It is their job. They are paid to do it. Their limited partners are counting on them to do it well. The active investor-director’s dedication to knowing everything relevant to the company is an extraordinary resource, and most companies don't fully appreciate it. Think about what it means in practice. You have someone in your boardroom who is doing real-time investment analysis on your company as a byproduct of doing their job. They know what your competitors are saying to investors. They know what's fundable right now and what isn't. They know how your story is landing in the market, because they live in that market every day. That perspective is something no consultant can sell you. It is something no independent director, however accomplished, can replicate. Bankers can only guess. It is the active investor-director's special power. And the way to unlock it is simple: let them do their job. Put them to work the right way. An active investor-director should be on your R&D committee, your Clinical Execution committee, your Science and Technology committee. These are the areas where their ongoing diligence and your company's needs overlap most directly. Let them even chair those committees. Even if they aren’t the Chair, let them drive the agenda. Let them interrupt with their questions. Let them synthesize what they are seeing in the outside world and bring it to bear on your pipeline decisions. In effect, let them serve as the board's investment analyst. They aren’t the only source of truth, but they are a canary in the coal mine: the person whose job it is to tell the board what a sophisticated investor would think about your company at any given moment so that management can go face all the other investors out there better prepared. This also means involving them in financing and strategic M&A discussions early and often, including having them serve on deal-related sub-committees. These are exactly the moments where their judgment is most irreplaceable. In the case of financings, investor-directors know what a deal looks like from the other side of the table. They know what investors will accept and what they won't. No one is better positioned to help you read the room, and there’s no substitute. In the case of M&A, experienced investor-directors have probably seen more deals (especially if counting boards their colleagues serve on) than most directors. Some companies see the fact that an active investor-director’s firm may invest in a financing or own shares of an acquirer as a conflict that rules them out of participating in financing or M&A discussions. That’s rarely the case. My partners and I typically serve on financing committees and nearly always on M&A strategic committees when they are formed. If there is a conflict, as in the case of the investor proffering an actual term sheet, thoughtful legal counsel can design a process that allows for the company to benefit from the investor-director’s expertise and protect the company from claims of unfair dealing. For example, recent and welcome changes to the Delaware corporate law statute have made navigating these situations clearer. In the case of Delaware corporations (which most US biotechs are), as long as a majority of the directors aren’t conflicted, it’s not a transaction with a controlling stockholder (and any stockholder or group with less than 33% voting power can’t be a controlling stockholder, but over 50% you are, and in between it’s case specific), there’s adequate disclosure of the conflict, and the non-conflicted directors act reasonably and in good faith, the transaction will still be subject to the deferential “business judgment” rule despite the fact that an investor-director participated in the board or committee meetings discussing the deal or even formally approved the transaction (although conflicted directors do often recuse themselves from votes anyways). Of course, each company should get qualified legal advice for their specific situation, but if you’re getting knee-jerk advice to just exclude the investor-director from the process (even after showing them this paragraph), it may be worth getting a second opinion. Think of the firm, not just the person. Here is an idea that is unconventional but worth considering. When an active investor-director sits on your board, if they are from RA Capital or any of our peers, they are not just bringing themselves. They are bringing the full analytical infrastructure of their firm: the sector expertise, the pattern recognition across hundreds of companies, the scientific diligence capabilities, the competitive intelligence. That is a resource most companies never think to tap. It’s possible that legacy investor-directors might also bring such resources to the company as long as they have a position that they believe they can help grow. It’s worth finding out. By comparison, every other independent director is likely to only bring themselves. There is no rule that says you can only benefit from one person at one firm. Consider designating colleagues of your investor-director as observers and allowing them to attend subcommittees, participate in R&D discussions, and pressure test your science. This is especially valuable for firms that are still actively evaluating whether to invest more. The more informed and confident they are about your company, the more likely they are to show up at your next financing with conviction. You are not just giving them access. You are investing in their confidence. And their confidence is what you will need when you go back to market. Many companies think that once they go public, they can’t have observers on the board. That’s not true. With the conversion of preferred shares to common, all investors’ observer rights go away, but if a company wants to have an observer, they can simply allow a person to be an observer. That person is placed under confidentiality and they are subject to the same trading restrictions as a director and their firm. And for certain highly sensitive matters, particularly related to intellectual property strategy, they may be asked to step out of the room. But having observers is an option for any public company. I’ve had associates serve as observers and become essentially free assistants to the CEO, doing all kinds of analyses, researching trial protocols, helping put together clinical advisory boards, and preparing board decks. Having a colleague up to speed on everything going on with the company also made my own job easier. Even beyond allowing an investor-director to have a colleague as an observer, consider whether they might have entire teams who could be of value to the company. For example, RA Capital’s Raven incubator also includes a team we call Blackbird that is maniacally focused on accelerating clinical trials by countless means, including helping our companies figure out how to credibly run trials in China. Some of our companies invite members of the Blackbird team to their ClinEx sub-committee meetings to brainstorm and trouble shoot (though we prefer to avert trouble by getting Blackbird involved as early as possible). All that stems from having an RA Capital investment professional on the company’s board; we’re restricted from trading and under confidentiality anyway, so we may as well bring all we have to the table to help the company succeed. Other firms like ours may have their own capabilities to offer - just ask. Create the conditions for candor. None of this works if the investor-director doesn't feel safe sharing what they actually think. Here is what I mean. An active investor-director is constantly forming a view on your company's fundability. They may have concerns about a competitor's data, about your burn rate, about whether the market will bear your valuation at the next round, or the enrollability of your trial given its stringent eligibility criteria. Those concerns are exactly what you need to hear. Early. While you still have time to do something about them. silhouette of mountain during sunset But investors are typically rational. They have almost certainly at some point had a thin-skinned executive react poorly to candid feedback and maybe cut them out of a hot financing (if not in the case of the current company, then in the case of another company where the executive is involved as an executive or director). I’ve had that happen to me more than once. The logical reaction is to be less candid. And if a management team reacts to candor defensively, passive aggressively, or with overt hostility, any director will pull back. They will sit in your board meetings, smile, and say nothing useful. And then when you go out to raise, you will discover for the first time that an investor has had reservations that they have been carrying for months. Whether they are direct at that point or make up excuses, they won’t invest or might only commit a token amount. That is a terrible outcome, and it is entirely avoidable. The solution is to make it unmistakably clear that candor is not just tolerated but rewarded. If your investor-director says "I'm nervous about this competitor’s data being better than ours" or "I'm not sure I could justify pro-rata at the next round at this valuation," the right response is not defensiveness. It is gratitude. That is the most valuable thing they can say to you, and they should never regret having said it. Use that candor to learn and figure out what it would take to get the investor to be excited about investing. It’s good practice for the actual financing. Aspire to joy. When I joined my first board, I was fortunate that it was chaired by a very thoughtful, considerate, and experienced drug developer who was adept at keeping us on track. He would call out "no joy" whenever a discussion became unproductive. It’s a military term that pilots use to indicate that they aren’t seeing their intended target. He meant it to indicate “we’re not on target and should set this discussion aside to make sure we complete our mission.” It’s the best way to tell people to shut up that I’ve ever heard. It’s not that the discussion wasn’t important. He wasn’t saying anyone was wrong. He was reminding us that the matter could be resolved at another time, maybe with a subset of the board, and that there were more pressing matters to address with everyone present, after which we could return to that particular rabbit hole. I loved hearing him call out “no joy,” even when he was shutting me up, both because he was typically right about our priorities and because he was implying that it’s possible, in a boardroom, to aspire to joy! When everyone in the room feels safe to say what they actually think, when the discussion is grounded in honest assessment of the company's position, when we unyieldingly ask the hard questions and pressure test key scenarios, when the discussion is too engaging for anyone to even want to check their email, when everyone feels like they did their job well, that is a board meeting that has joy. It moves. It produces something. People leave it feeling like their time was well spent. That is what we are striving for by re-engineering biotech boards to serve biotech needs. To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com The optimal framework: What a well-designed biotech board actually looks like I made the case that biotech boards need to be redesigned from first principles, so I owe you a concrete picture of what that redesign might look like. Here I’ll lay out the key practices we've developed and refined over years of serving on and working with boards across our portfolio. For those who want the full implementation guide, we encourage you to read the SABER deck, available on Gateway, with accompanying articles and video interviews about board best practices. What follows is the essential framework. 1. Start with the Core Value Proposition Every company should be able to state in one sentence what it told investors it would deliver before the next financing. We call this the Core Value Proposition, or CVP. It is not a mission statement. It is not a restatement of the company's entire scientific thesis. It is the specific commitment the company made when it last raised capital: what value inflection it will achieve, on what timeline, with the cash it has. Something like: "We will deliver best-in-class biomarker Phase 1b data for Program A and SAD data for Program B confirming we have a QD drug with six months of cash to spare, after which we plan to raise a $60M Series C." The CVP is the north star of every board meeting. Every piece of news, whether a trial enrollment delay, a competitor's data readout, a manufacturing setback, or a promising new target, should be evaluated against a single question: does this impair the CVP? If the answer is no, the board can exhale and move on. If the answer is yes, that impairment and the path to addressing it become the only things that matter in the meeting. Don't waste time arriving at the critical issue through forty slides of context or housekeeping issues. Start there. 2. Build every meeting around the Elephant Slide The Elephant Slide takes its name from the ancient parable of the elephant surrounded by blind men, each one touching a different part of the animal and arguing passionately about its nature, with none understanding the whole. Don't ask your board to sit through a detailed meeting assembling the animal piece by piece, with the clinical and financial section separated by 40 slides and two hours of discussion. Show them the whole elephant first. The Elephant Slide is a single dashboard that displays the company's key milestones for all key programs, cash balance and forward 12-month burn rate (their intersection marks when the company will be down to one year of cash runway), and the current state of the CVP all in one view. It is the first slide of every board pre-read and the opening of every board meeting. It is updated each quarter to show what has changed since the last meeting: what has moved, what has slipped, what has improved; all annotated with the bottom-line implication of each change (the Elephant Slide never forgets). If a two-month enrollment delay pushes a data readout but the company still has ample runway before its next financing, the Elephant Slide says so plainly. What a relief to see that, despite a delay, the company can deliver on key data without needing to finance. But if the company needs to raise again before delivering key data, that’s clear from the Elephant Slide and the board can get into the prospects for a financing and the wisdom of paring back spending to conserve cash. These are the hard discussions and the right ones to have. And with the Elephant Slide upfront, board members arrive at the meeting already oriented. They know the state of the animal. Any forward-looking scenarios can be represented as changes to the Elephant Slide. Cutting spend shows a lower 12-month forward burn rate line and slower decline in cash, pushing out the point of intersection. But if the cash curve still hits zero well before Program A yields data, then you can see how much cash it would take to bridge the company through data before having to do a financing. $30M? Then if the goal is to avoid a bridge financing, don’t bother partnering Program B for any less than $30M upfront. Every constraint on every idea can be represented as a scenario on the Elephant Slide so the board sees everything it has to solve for. When one is well made, it can be the only slide the board needs to look at during the whole executive session to aid strategic discussion. 3. Put the bottom line at the top (BLATT) of every slide Every slide in a board deck should clearly state the bottom line “so-what” of whatever mass of text or data is on the slide. Assume that a board member is looking at the slide, overwhelmed, and wondering “uh oh, is this slide saying we’re screwed?”. If yes, don’t make your directors hunt for that insight. If no, all the better; just say so. This will save every board member a lot of time and, more importantly, help them all come to the board meeting with the right insights in their head. When decks are dense and unclear, board members have to derive the key insights for themselves, they may or may not get there. It turns the deck into a needless intelligent test. So when some board members come in seemingly clueless and unprepared, it may be because management set them up for failure. Make it easy. The header of the slide is not a description of its contents but its conclusion. Not "Program A Enrollment Update" but "Program A enrollment delayed two months; CVP remains intact with four months of cash runway to spare.”Oh, that’s not so bad. Not “Manufacturing Status” but “Manufacturing is on track. Yields are a bit low but will improve. No risk to trial initiation.” That’s nice. Not “Competitor announced data” but “Competitor molecule shows 8-day half-life and much deeper target knockdown, suggesting our Program A will not be best-in-class unless competitor runs into tox due to being less selective, which we believe is likely but we may not know for 12 months, requiring us to decide whether to keep spending on Program A or park it until we know more about the competitor molecule.” Uh oh. That’s worthy of a thorough discussion. The BLATT discipline also shows the board whether management understands the real strategic implications of a new development. For example, if management thinks it can park Program A and just focus on Program B but will need to raise money before Program B yields proof-of-concept Phase 2 data, then the real question is “can the company raise more money based only on the value of Program B pre POC data?” If that’s unlikely, then parking Program A may be a death blow. So the real question is “Has competitor data just killed us?” To view this full video, and many other free resources designed to level-up your board skills, visit gateway.racap.com 4. Write a tight cover letter Every board meeting should be preceded by a cover letter accompanying the board deck, ideally in the body of the email and the first page of the pre-read deck, that tells board members plainly what is going on. It should answer the questions every board member is silently asking: Is the CVP intact? Is anything going better than expected? Are there risks on the horizon? What is management asking the board to decide? What topics are sensitive and should be reserved for closed session? Or more bluntly, “Are we screwed?” Seriously. Assume that is the first question on every board member’s mind the moment they receive the pre-reads for the next board meeting. They know that biotech fails more often than it succeeds. Some of us have come to believe that the one and only true god of biotech is Murphy, or maybe Loki, and we cross our fingers and clasp our security blanket every time we open that board pre-read email. So if the news is bad, just say so. And if it’s not bad, then for heaven’s sake say that too. “All on track.” And be clear in the cover letter what is expected of the board in that meeting. Will it just be an update without any key decisions and some standard housekeeping votes? Or has the company failed to deliver on the CVP and the board will have to decide on cutting spend versus authorizing a bridge financing? While it’s best practice to send these pre-reads a week before a board meeting, the reality is that very clear and well-organized materials are so easy to digest that they can be sent closer to the board meeting, maybe three days prior, and directors will still be able to digest them and come to the board meeting prepared. Such clarity and preparation also serves as a quiet accountability mechanism: if a board member arrives unprepared despite having received a clear, well-organized cover letter and pre-reads, the responsibility lies with them, not management. So it should go without saying that all board members have a duty to make the most of management’s preparation and clarity. 5. Keep board members current between meetings One of the most effective ways to shorten board meetings is to ensure that board members are never surprised by what's in the pre-read. We recommend biweekly updates, though monthly is also effective. These can be short, consistently formatted emails that track progress against corporate goals, flag any changes to the CVP, and note anything the board should be aware of before the next meeting. A friend of mine with whom I have served on a board calls these love notes. Love notes serve multiple purposes. They keep all board members equally informed, regardless of how often they speak with management informally. They surface issues early, when there is still time to address them. And they dramatically reduce the amount of time a board meeting needs to spend on information transfer, freeing it for what board meetings should actually be: discussion, deliberation, and decision. 6. Structure the meeting itself around executive session Every board meeting should begin with an executive session including board members and the CEO, possibly with other executives (see below). Executive session is not a formality. It is the most important part of the meeting. It is where the board can have the candid conversation that the presence of the full management team might otherwise inhibit. This is where all board members speak plainly about what’s worrying them. It is where the investor-director(s) can share what they are really thinking about the company's fundability under various scenarios. If board pre-reads were clear and consequential, then board members should be positively brimming with things they want to talk about, which is why Executive Session has to go first. If you open up with an open session, then be prepared for board members to raise big issues in front of everyone and turn the open session into an executive session. That could be good, actually. In companies where the management team is tight and fully aligned, the executive session can include everyone. There is no rule that says the CEO must attend alone. Some of the best board meetings we've seen dispensed with the distinction between closed and open session entirely. The whole team was in the room, the conversation was frank, the right people provided answers in real-time to keep the discussion flowing, and the meeting was over in an hour. But if the executive team doesn’t quite have a culture where everyone can handle hearing the board talk about killing programs, doubts about how competitive data are, concerns about being able to finance, the need for key hires some might find threatening, and the merits of layoffs, then starting with open session may frustrate your board. They will be dying to discuss highly consequential strategic issues and yet will have to bite their tongue for hours as they listen to various executives present different sections of the deck. That’s why the best policy is to start with Executive Session. The Elephant Slide goes up and stays up throughout unless it makes sense to reference another slide. It’s helpful to have one board member summarize what they understand the state of the company to be and key worries and strategic considerations. If the company has an active investor-director, that person is likely always thinking about everything in terms of its impact on their investment thesis. That makes them exceptionally adept at distilling what matters to the company’s ability to raise the next round or otherwise drive its valuation. Have them deliver the summary. If other executives didn’t join, then the CEO also uses this time to tell the board what sensitive topics should or shouldn't be raised in open session. Another reason why it makes sense to have Executive Session first is so that directors with time constraints can prioritize joining for that session and contributing to the strategic discussion. Hopefully by the time they leave, the board has largely aligned on key decisions. If anything in the rest of the board meeting alters where the board comes out, the CEO or Chair can update the directors who left early. But at least the whole board was able to start the meeting by hearing every director’s contribution. 7. Match committee assignments to capabilities and constraints Not every director should serve on every committee. We've already addressed the specific case of active investor-directors and compensation committees; the conflict is structural and the solution is straightforward. But the broader principle applies across all director types. Professional independent directors, those for whom board service is their primary occupation, are well suited to audit committees and compensation committees. These require sustained attention, governance expertise, and availability for the procedural demands that come with listed company obligations. Operators serving on boards as a secondary engagement may be better deployed on science and technology committees or clinical execution committees, or wherever their domain expertise is most valuable and the time demands can be more flexibly managed (e.g., if the company is nearing commercialization and the director has experience with reimbursement, put them on the commercialization strategy sub-committee if there is one). For development-stage companies, active investor-directors belong on R&D, Science and Technology, and Clinical Execution committees, which are all areas where their ongoing diligence and the company's needs overlap most directly. They also belong on financing committees and M&A strategic committees, where their ability to read the investor market is irreplaceable. And as long as Nom&Gov committee work is handled efficiently, largely by email, without formal meetings, then any board members can help check that box. This committee tends to rev up when the board needs to recruit new members, which happens infrequently. The goal is not to minimize any director's contribution. It is to maximize it by putting each person where their specific capabilities are most needed and where the demands on their time are most justified. And if these changes mean that some committees aren’t sufficiently staffed, then consider recruiting another director. One might worry about an even number of board members leaving open the possibility of a split vote. But realistically, companies with seven directors rarely consider a 3-4 outcome resolved; they keep discussing, often until the matter is resolved unanimously. And so the risk of a 4-4 impasse is likely theoretical. If an eight-member board makes a board uncomfortable, then recruit another director to keep the count odd. And the more efficient boards are, the more bandwidth independent board members might have to join an incremental board. A note on Nom&Gov: One of the duties of Nom&Gov is to assess how effectively the board is functioning and advise on what the board can do better. This involves gathering and synthesizing feedback from all board members and delivering recommendations to the board. Legal counsel can assist with this process. In my experience, these exercises can consume a surprising amount of time for what they produce. If the management and the board are doing everything else in this article, from preparing clear pre-reads to nurturing candor in the boardroom, then the board will be suggesting improvements in real-time. 8. Housekeeping belongs in the appendix and can be resolved efficiently The Elephant Slide and cover letter should reflect all that matters to the CVP, company strategy, and board discussion. The meeting itself should be reserved for the things that actually require the board's judgment, not the things that merely require their acknowledgment. Not everything needs to be discussed. Budget versus actuals, routine recruitment updates, and standard legal and compliance matters belong in the appendix of the pre-read, clearly labeled with a status indicator (green, yellow, or red) so board members know at a glance whether anything requires their attention. If it's green, they note it and move on. If it's yellow or red, it surfaces for discussion and merited mention in the cover letter. When housekeeping votes can be handled by written consent, do that. If you have to do it in a meeting, be efficient. For example, if the comp committee has recommended option grants to new employees, don’t display them as share counts since such information lacks context. Present that as a percentage of the company on a fully diluted basis. If it adds up to 0.2%, odds are no director is going to want to spend time debating it, and the resolution will pass quickly. 9. After the meeting: close the loop Within 48 hours of every board meeting, management should send a recap email summarizing the decisions made, the open questions, and the follow-up items before the next meeting. This is not administrative overhead. It is the mechanism by which a board meeting actually produces results. It also seeds the agenda for the next meeting and, integrated with the regular love notes, creates a continuous thread of accountability that keeps everyone aligned between meetings. 10. The Chair (or other director) is the CEO’s partner and clarity enforcer It’s not always easy for a CEO to empathize with directors. The CEO lives and breathes everything about the company, knows every acronym, and sometimes naturally assumes that directors remember more than they do from the last meeting. That’s where it helps to have the Chair or other director (can be different every meeting) serve as a thought partner to the CEO when preparing the pre-reads. The CEO should send the Chair or designated director a preliminary board deck and cover letter draft with an agreement that the person will do a run through and call out anything that’s confusing. Like a canary, that director’s job is to freak out if something looks problematic so that the CEO and management team can either acknowledge the problem or clarify that it’s not. No sense allowing glitches or poor word choice cause the whole board consternation. The director can help paraphrase back to the CEO what they are seeing in the pre-read; if that aligns with what the CEO intended to convey, then the materials have done their job. The director can also review and revise the cover letter. Again, the active investor-director is likely already synthesizing everything in their head to update their investment thesis. In my experience, the updated thesis I formulate in my mind as I read the deck, with all the entailing scenarios analyses based on possible data outcomes and consequences for the company’s ability to raise capital, is essentially the same as the cover letter that the CEO should be sending to the board. At times, I’ve even shared my thesis with the CEOs of my companies and they were able to adapt parts of it as their cover letter. Whatever works. 11. Allow pre-board email discussion When the CEO and a board member are aligned that the board materials and cover letter are clear, that doesn’t mean everyone will be clear. Some directors will receive the materials and have questions or concerns. Best practice is to put all the board members’ emails in the To or Cc field of the email so that anyone can reply all and start a dialogue. Keeping counsel on that email is likely to keep it privileged to the extent it is implicitly, even if not directly, seeking legal advice. The more the board can identify the key issues in writing before the board meeting, the better prepared everyone will be to hit the executive session running. If management needs to get answers to directors’ questions, they will have a few days to do that before the meeting. I’ve seen CEOs use group emails to communicate with the board, but when someone hits reply all, they get a bounceback because they don’t have permission to send to that group email. That’s annoying and a waste of time, forcing a board member to dig up the emails of all the other directors or else just include whomever they remember or just not bother replying at all. Sometimes a topic is too sensitive for email. Intellectual property strategy seems to fall into that category. That’s best clarified with counsel. However, do not let counsel tell you that you can’t use email. I’ve served on many public and private boards and it’s absolutely possible and essential to be able to have discussions back and forth among board members by email. To hold everything for meetings and verbal discussion is too tedious and constraining. Adding it up: Clear, Efficient, Often Shorter, Always Effective All of these practices are not radical. Most of them are simple. What is radical is the consistency with which they are ignored and the cumulative cost of that neglect, measured in the million-plus hours of senior talent that the biotech industry burns in board meetings every year, much of it unnecessarily. The SABER deck walks through each of these practices in detail, with examples and templates. We strongly encourage every management team and board chair to read it. What we've described here is the skeleton; the deck puts flesh on the bones. Gateway has much more on building and running great boards, including articles, video interviews, and resources on everything from compensation to CEO feedback and CROs to M&A. This article has focused specifically on efficiency, which is only one dimension of board excellence, but arguably the most neglected one. The combination of a CVP, Elephant Slide with scenario analyses, BLATT in the top-right corner of every slide, a clear cover letter, and candor in the board room is an absolutely killer combination of upgrades to every board. It’s possible. I’ve served (and continue to serve) on such boards. And all that clarity allows everyone to come well-prepared and will likely dramatically increase engagement in the board meeting. No one will need to present the deck slide by slide because the deck really can be “taken as read.” Everyone will have read it. By applying these principles, management and board are setting themselves up to be maximally effective at their jobs. And yes, this level of clarity in the pre-reads, with BLATTs throughout, will allow most board meetings to be shorter and more effective, bring joy to the work, and extend the durability of all your board members. It's not about making all board meetings shorter. It's about spending time purposefully rather than tolerating formalities while checking email. (I'm speaking for myself and maybe a few others.) And paradoxically, a shorter meeting is often a more effective one. A time constraint is a forcing function. When everyone knows there's an hour to cover what matters, management has to identify what actually matters before walking in. Directors have to read and think, not just show up. And once the discussion is bounded, the board naturally gravitates toward the highest-leverage questions. As soon as an Elephant Slide reveals that the company will need to raise before key clinical data arrives, that's the moment to ask: can we accelerate the trial to avoid a bridge financing? The right protocol amendment two years out could make all the difference. That's what I mean by leverage. Sprawling four-hour meetings often create the illusion of thoroughness while avoiding exactly these questions. For companies that want to start somewhere, here is a simple experiment: shorten your next board meeting by an hour. Not by cutting substance, but by sending tighter pre-reads and kicking off with an executive session discussion that presumes people have read the materials. If that works, as I’m confident it will, try cutting another hour off the next meeting. Ultimately, you may find that a default length of two hours for a board meeting is plenty. You may find that one is. There’s no one right number. The goal is to discover that our industry's convention of blocking four to six hours almost certainly isn’t necessary or right for your board. And if with all these actual best practices the board discussion still requires four hours or more of discussion, then the time surely is necessary and no one will consider the board meeting too long. We second this! In a board meeting, when someone makes a motion, it requires a second before it can be discussed or voted on. The second isn't an endorsement of the outcome. It's a signal that the motion is worth the board's attention. It says: this deserves to be heard. This article is a motion. A formal proposal to change how biotech runs its boards, not as a courtesy to any particular firm or type of director, but because the current approach is costing us all dearly, and the alternative is better for everyone. Here is what I'm moving: That biotech companies recognize that their boards are not Fortune 500 boards and stop governing as if they were. That management teams adopt the practices described in this article and in the SABER deck: the CVP, the Elephant Slide, the BLATT discipline, the cover letter, the love notes, starting with Executive Session, and make all this standard, not exceptional. That, given the benefit of clear and well-prepared pre-reads, all board members commit to coming well-prepared to jump into discussion. That boards stop assigning active investor-directors to committees where they don't belong and start deploying them where their unique capabilities are most valuable. That boards create the conditions that encourage candor, especially from the directors most likely to know whether the company will be able to raise money. And that when an active investor-director or any director says "I can only join for the first hour," the response is "no problem, we’ll make the executive session count." Several experienced executives and directors have seconded this motion and relate some of their experiences below (with many more at the end of this article). If you're a biotech CEO or board director and would like to join them, please click here to add your vote. I wholeheartedly second this. I was first introduced to the Elephant Slide and BLATT format at Synthorx with Peter on my board. I continued to embrace the principles of efficient board meetings at Silverback and Capstan and also learned more from this article. My next company will include BOARDzempic and I can’t wait to implement it! - Laura Shawver, Board member of Adcendo and ARS Pharma I second this motion. Efficiency in getting to & through the key issues of the company keeps venture-backed teams moving at the speed required and in the right direction. The “Boardzempic” toolkit (Elephant Slide, BLATT, love notes, executive session…) is practical, exportable, and works. - Ann DeWitt, General Partner, Engine Ventures Development-stage biotech companies rely on continuous access to capital markets to survive and are effectively always auditioning for their next financing. A clear Core Value Proposition (CVP), a compelling Elephant Slide, and adherence to the Bottom Line At the Top (BLATT) principle are essential for establishing credibility, driving accountability, and enabling focused, high-impact efficient board discussions.The fundamentals for effective, high-performing boards. - David Lubner, Board member, Arcellx, Inc., Crescent Bio, and Dyne Therapeutics; former CFO of Ra Pharmaceuticals As operator, independent board member and possible future investor-director, I strongly second this roadmap. Bringing together the spirit of “Boardzempic” and the discipline of the Elephant slide will empower the board members to be more effective, creative, useful and transformational in a world that moves at a warp speed. New times warrant novel best practices fueled by passion and a joyful enthusiasm. - Adrian Bot, ex EVP & CSO of Capstan Therapeutics and Board member of Cartesian Therapeutics, Immuthera, ImmunoScape and CARONILEX I second this! Having an investor-director on your board, especially if the company is public, is invaluable for management and the other directors to have a sense of how the company is viewed by the broader investment community. It’s unfortunate most public biotech companies don’t have that benefit as it’s hugely value-add. Making Board meetings more efficient by employing the Elephant slide, Love Notes, a thorough pre-read including cover letter, and frequent informal meetings/conversations between formal meetings, should be Standard Operating Procedures for all companies. - Stephen Hoffman, CEO Overlook Pharmaceuticals, Board member Talphera Pharmaceuticals, Implicit Biosciences, BYOMass Many others have seconded this motion; see the full list below. Back view of male worker in casual wear raising hand for asking question during corporate diverse group meeting in modern contemporary office boardroom Photo by Andrea Piacquadio on Pexels When a CEO reads this article and sees not just my name but dozens of their peers and fellow board members attached to it, the ask stops being one firm's preference and starts being a community standard. That is how norms change. Not by mandate, but by enough people saying out loud what they already know to be true, until the holdouts find themselves in the minority and the new way becomes the obvious way. I promised to tell you how my friend's story ends. He's still on the board he was thinking of dropping. Instead of resigning, he suggested some of the efficiencies I’ve written here and the CEO and Chair agreed. No fight. Other directors loved his suggestions. He told me it had made a real difference and that he looks forward to converting his other boards. Those companies are lucky to have his experience. He's now thinking about which other boards he might be willing to join now that he realizes that board work can be focused on what matters and dispense with most of the standard inefficiencies so that he still has time with his family. That's what we're fighting for. Not just efficiency for its own sake, but the kind of boards that people actually want to be on. The kind where the work is serious and the time is respected and the conversation is so good that nobody wants to check their email. The kind that has joy. Biotech is extraordinary. Our boards can be, too. All those in favor, join us in saying “Aye!” We’re nothing if not solutions-oriented. Click the button below to download a document with instructions that will create a Board Prep Agent to help you create all the materials we referenced. To create and activate the agent, just upload this document to your enterprise-level Claude and instruct it: 'Activate board prep agent in this document’. Do NOT use the public Claude or other public AI for this since your board prep is confidential. Click to download Claude "Board Prep Agent" instructions We second this! I not only second this for biotech boards but can also attest that many of these efficiencies, particularly the suggestions for how to create well-designed board pre-reads, would be very helpful for boards of larger companies and non-profits. - Paul Rothman, Board member (Merck, LabCorp) and Former CEO of Johns Hopkins Medicine I second this! Many points raised here would've made the BoD meetings in my prior experience more effective and efficient. - Anish Suri, PhD, EVP & CSO, Synolo Excellent advice and a welcome antidote to our ossified BOD practices! If I had to highlight one simple recommendation it would be this: “The header of the slide is not a description of its contents but its conclusion”. - Ramin Farzaneh-Far, Former CMO, Ra Pharmaceuticals, Capstan Therapeutics I wholeheartedly second this! Excellent analysis of private biotech boards and actionable recommendations for CEOs and board members of all stripes to improve board engagement. Recommendations for committee compositions are also insightful. Can’t wait to use the Board Prep Agent! - Milind Deshpande, Former CEO and Board member of Achillion Pharmaceuticals and several RA Capital-incubated companies I enthusiastically second this! My experience is that a well-constructed Elephant slide and BLATT-focused deck alongside a clear and concise letter/email that informs on any impact on a company’s Core Value Proposition are incredibly effective tools for any Board. Better understanding the nuances of an active investor-director’s Board role was a great take-away. And yes……here’s to bringing more ‘Joy’ to Board meetings! - Joel Barrish, CEO Avilar Therapeutics and Conveyor Therapeutics I absolutely second this! Having sat on both sides, as a board member and as an executive, I've learned that the best boards operate like flight crews, not audiences. The executive team's job isn't to perform a four-hour briefing. It's to put the full instrument panel up front: the Elephant Slide, BLATT on every slide, the CVP as the north star. So that when the board convenes, everyone is reading the same flight plan and making real decisions together. Performative boards waste the scarcest resource in biotech: the judgment of people who know where the dangers are before they hit. And if done well that should absolutely bring more Joy! - Robert Nicol, President of Zyphore Therapeutics I absolutely second this. We’ve been using an Elephant slide for years and more recently trained an AI agent on the whole SABER framework. The principles described here have changed how our board engages and if the AI agent this article enables is anything like the agent we’ve been using, it will take efficiency to a whole new level. Board prep that used to consume days now takes hours. The agent keeps us focused on what actually matters, surfaces the critical issues before anyone walks in the room, and ensures no director ever sits through a meeting wondering what the bottom line is. This is what efficient, high-impact board culture looks like so that our team can stay focused on running the business. - Paul Bolno, CEO, Wave Life Science and Board member of ExpressionEdits Second! I can genuinely say that we have been able to move faster, while not sacrificing the quality of decision making by having these elements in place: clear pre-reads with BLATT on every slide, tracking runway on the Elephant slide, frequent touchpoints with directors, leveraging the director and the firm he/she represents, and fundamentally a belief and understanding that the directors are dually functioning as directors and as advocates within their firms for future financing. If these things are done well, then one hour meetings are possible. I will say, the one hour meeting also forces us to be concise, laser-focused, and is dependent on the ability to have candid conversations. Less is more! This is a model for any meeting. Here’s to making the best use of the time we have together. - Rachel Sha, CEO Terrestrial Bio I second this. I think in narrative format. Writing the BOD note BEFORE you make a single slide is another approach that can really help decide what is in and out of the deck, what the focus should be etc. If the deck is delegated out to the functional leaders to generate a first draft, it can quickly become an accounting of ‘everything we have done this quarter’. - Aoife Brennan, CEO Climb Bio. I second this. There's nothing quite like walking into a well-prepared Board Meeting; you can feel the positive energy in the room when everyone truly understands the strategic value of each slide. This article speaks to C-suite executives at every level of experience, as well as board members of all kinds. It's worth bookmarking and revisiting, as a reminder that we can always “Kaizen” our board meetings, that there is always room to improve, refine, and elevate. - Mario Barro, CEO GIVax. Board Member Vitrivax, Curevo and ILiAD and RA Capital Head of Infectious Diseases I definitely second this. I’ve had many different styleBoards as a CEO but was not introduced to many of these concepts until meeting Peter and having him as a Board member. Implementing the Elephant slide, BLATT, love notes, into my Board meetings and updates has made meetings extremely efficient, allowing us to spend most of our time on the heavy hitting topics. It also saves time for the manament team as updating the materials for the next meetings are much easier. More Joy in the Board room is a good thing! - Aaron Elliott, CEO Freenome I absolutely second this. Peter taught me the value of the Elephant Slide and BLATT when he was on my Board at Icosavax. I’ve gone on to teach these techniques, and the Elephant Slide in particular, to several more companies as I’ve seen first hand the impact they have in the Board room. It’s remarkable how quickly you can get to the key strategic discussion points at a Board meeting using these tools (which of course is where the Board should spend its time). - Adam Simpson, Executive Board Chair, Callio Therapeutics Second. An excellent description of best practices. Board meetings should focus on key issues and strategy foremost and not be dragged down by hours of information transfer. These techniques serve to focus the board, and the management team that prepares materials in this way, on the real board issues, making board meeting time more productive and valuable. - Doug Fambrough, formerly CEO Dicerna Pharmaceuticals I second this. While focused on investor-directors, there are many points of very good advice for CEOs private and public -- we use much of SABER within my Luson portfolio. Larger public and commercial companies are a bit of a different dynamic, but still many core tenets here to apply. Thanks Peter and team. - Derek Small, Luson Bioventures, CEO/chair of several biotechs past 20yrs. Current boards: Syndeio, Monument Bio, Innoviva (public), BioCrossroads (non profit), multiple university advisories.

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