Agenda


8:30amRegistration & Breakfast


9:15amWelcome


9:30am-10:15amFiduciary Duties and Conflict of Interests in VC-Backed Companies

This panel focuses on fiduciary duties, with a special emphasis on navigating conflicts of interest, and will consider real-world tensions between and among investors, founders and employees. Attendees will learn best practices for mitigating the legal risks and other frictions associated with these conflicts.


10:15am-10:30amBreak


10:30am-11:15amBoard Functions and Preparing for and Running Board Meetings

This panel will explore the key functions of a board and best practices for preparing and running board meetings in VC-backed companies. Whether you're a seasoned board member or new to the role, this session will provide actionable guidance to help you maximize your impact and contribute to the success of the companies you serve.


11:15am-12pmExits and Liquidity Trends in VC-Backed Companies

Arguably the most consequential decision facing the board of a venture-backed company is how and when to exit. The discussion will range from traditional IPOs and M&A transactions to newer models like SPACs and direct listings. The panel will also describe the state of the market for pre-IPO liquidity.


12pm-1:30pmLunch & Keynote

Fireside Discussion with Matt Blumberg, co-founder & CEO of Bolster and co-author of the 2nd edition of the book Startup Boards.


1:30pm-2:15pmStartup Compensation Matters

Approving and overseeing stock options and other forms of executive compensation are key responsibilities of the board. This panel considers recent trends in the form and structure of awards, company-sponsored liquidity programs and special challenges when exits are delayed.


2:15pm-3pmCVC and Cross-Over Investors in the Boardroom

This session will examine how CVC and cross-over investors are reshaping board dynamics and decision-making processes, their impact on corporate governance and the strategic advantages they bring to startups. The panel will delve into real-world examples, highlighting how these investors influence company direction, innovation strategies and funding decisions.


3pm-3:15pmBreak


3:15pm-4pmDifficult Conversations and Going Out of Business

Some of the toughest scenarios and crises faced by startups today include CEO, founder and director transitions, navigating the intricacies of internal investigations, managing the impact of significant layoffs, the specter of bankruptcy and other insolvency proceedings and responding to emerging antitrust concerns. Our panelists will share their personal experiences and insights on handling these difficult situations with professionalism and integrity, while also considering the legal, ethical and reputational implications.


4pm-4:45pmBoard Composition and Structure

Featuring a panel of experienced board members, founders and advisors who have navigated the journey from early-stage funding to public offering, this panel will share valuable insights on how board needs and dynamics shift as a startup grows, the importance of diversifying board expertise to meet evolving challenges and strategies for structuring boards to ensure effective governance and support at each stage of growth.


4:45pmReception


Location Information

  • Nasdaq MarketSite
  • 151 West 43rd Street, New York, NY, 10036 US

Speakers

Matt Blumberg Founder & CEO, Bolster

Matt is co-founder and CEO of Bolster, a company focused on helping startups and scaleups grow, develop, and scale their leadership teams and boards. Bolster’s unique combination of heavily curated executive talent, tools, and services provides a new way for CEOs to assess and benchmark their executive teams and boards and provides a new avenue for on-demand executives to work with startups and scaleups.


Coco Brown Founder & CEO, The Athena Alliance

Coco is the founder, CEO, and board member of The Athena Alliance, an executive firm helping to position top 10% of executive women for advancement and board opportunities while also transforming the board room towards a modern composition model. Since founding Athena in the Spring of 2016, she has led the organization to a network of over 1000 C-Level women, VCs, and CEOs from over 150 companies including Accenture, Cisco, Microsoft, Intuit, Autodesk, and Alphabet / Google. Within two years, they have overseen 20 board placements and have secured $2 million in income through corporate and investor service offerings.


Abe Cable Professor of Law and Faculty Director, UC Center for Business Law SF. *VCBA Steering Committee Member

Professor Abe Cable joined the UC Law SF faculty in 2011. Prior to joining the faculty at UC Law SF, he was a partner at Miller Nash LLP, in Portland, Oregon. In ten years of practice he worked on a broad range of matters, including private and public offerings of securities, angel and venture capital investments, sale of subprime mortgage-backed securities, and negotiation of software licenses. He has been a visiting professor at Berkeley Law and an adjunct professor at Willamette University College of Law and University of Oregon School of Law.


Tom Callahan CEO, Nasdaq Private Market

Tom Callahan is the CEO and Manager of the board of managers of Nasdaq Private Market. Tom has 30 years of leadership experience within the financial services industry. Prior to Nasdaq Private Market, he served as the Head of Global Cash Management and a member of the Global Operating Committee at BlackRock, where he spent nearly nine years. In his role with BlackRock, Tom led the transformation of the firm’s global cash management platform, a $700 billion business focused on delivering liquidity and balance sheet solutions to many of the world’s largest public and private corporations. During his tenure, assets under management in his division grew by over $500 billion.

Previously, Tom served as the Chief Executive Officer of NYSE Liffe U.S., the U.S. futures exchange of NYSE Euronext, where he spent five years. Earlier in his career, he spent nearly 15 years at Merrill Lynch, where he held various leadership positions in both New York and London. Tom earned his undergraduate degree from Harvard University.


Kaley Childs Karaffa Head of Board Advisory, Americas, Nasdaq

Kaley is the Head of Board Advisory in the Americas at Nasdaq. She advises boards on corporate governance matters, including board effectiveness, composition and culture, CEO performance, strategy, ESG, and compliance and risk matters. Kaley works with public, private, and nonprofit corporations in a wide range of industries globally. Prior to Nasdaq’s acquisition of the Center for Board Excellence (CBE) in 2019, Kaley was Vice President of Client Services and Business Development & Legal at CBE. Kaley also previously served as General Counsel of Clarolux. Before beginning an in-house practice, she practiced law in New York City with a focus on real estate, banking law, and litigation.


Lynda Clarizio Co-Founder and General Partner, The 98

Lynda Clarizio is the Co-Founder and General Partner of The 98, an early stage venture fund investing in technology businesses led by women. She is regularly recognized as one of the most influential and visionary leaders in digital media, data and technology. Lynda served as President of Nielsen's US Media business and President of AOL's global advertising business. She also held CEO, President and other leadership positions at AppNexus, INVISION and Advertising.com, and was a partner at top multinational law firm Arnold & Porter. Lynda currently serves on the boards of CDW, Intertek Group, Taboola, Emerald, Simpli.fi and Cambri


Ben Daniels Co-Founder and Partner, IBM Ventures

Ben is a Partner at IBM Ventures, focusing on early-stage investments in AI, Data, and Cybersecurity. In 2023, Ben helped to launch IBM Ventures' $500M Enterprise AI Venture Fund, which is investing in the future of AI for the enterprise and counts industry leaders like Hugging Face, Unstructured.io, and HiddenLayer as portfolio companies. Before joining IBM Ventures, Ben worked in Corporate Development at IBM, executing M&A transactions. He holds a BA from Davidson College.


Evan Epstein Executive Director, UC Center for Business Law SF & Adjunct Professor of Law, UC Law SF. *VCBA Steering Committee Member

Professor Epstein is a corporate governance expert and has advised founders, executives, directors and investors for over 18 years in Silicon Valley and internationally. In 2023, Professor Epstein was named one of the most influential leaders in corporate governance by the National Association of Corporate Directors (NACD) as part of the 2023 NACD Directorship 100™, an annual list of leading corporate directors and governance advocates. Evan is also the founder and managing partner of Pacifica Global, a corporate governance advisory firm based in San Francisco. He is the host and author of the Boardroom Governance Podcast and Newsletter. Prior, Evan was the Executive Director of the Arthur and Toni Rembe Rock Center for Corporate Governance, a joint initiative between Stanford Law School and the Stanford Graduate School of Business.


Anthony Johnson Co-founder and CEO, Kodikaz Therapeutic Solutions

Kodikaz is a next-generation non-viral gene therapy company. He is also a founding partner of Buffalo Biosciences, a life science strategic business management firm that supports the evaluation and commercialization of bioscience technologies from concept to market. Previously he was president and CEO of Empire Genomics, where he transformed a concept formed at a university lab into a preeminent oncology molecular diagnostic testing enterprise. He also serves on the board of 22nd Century Group (Nasdaq: XXII)


Katie Josephson Operating Partner & Head of Portfolio Talent, Thrive Capital

Katie is an Operating Partner and Head of Portfolio Talent at Thrive Capital. Before joining Thrive, Katie was at Bridgewater Associates in talent strategy and operations. Earlier in her career she worked in a broad range of go-to-market roles at enterprise software startups. She graduated summa cum laude from Southern Methodist University with BAs in Political Science and Spanish Language and Literature and completed her MA in Anthropological Studies of Mexico at University of the Americas in Puebla, Mexico.


Peter Hartheimer Senior Managing Director, Sherwood Partners.

Peter has been at Sherwood for 9 years. With over twenty-five years of experience as a management consultant, he focuses on financial restructuring of distressed corporations and divestitures of their underlying assets.

Peter concentrates on middle market stressed and distressed transactions advising companies on State and Federal insolvency processes. His focus is liquidating trusts, asset recovery, and corporate recovery. Mr. Hartheimer principally works as board advisor mitigating risk associated with insolvency and corporate wind-down. His industry experience includes tech (B2B, SaaS, e-tail, fashion-tech, ad-tech fintech, Biotech), energy, healthcare, commercial and general aviation, automotive, rail, materials handling, general manufacturing, pulp & paper, agribusiness and retail & distribution.


Jay Heller VP, Head of Capital Markets, Nasdaq

At Nasdaq, Jay Heller is senior member of the Capital Markets Team. With over 25 years’ experience in the financial markets arena, Jay was tasked by senior management to lead a team in analyzing and enhancing the process in which new listings are facilitated on the exchange. Over the years, Nasdaq has introduced several innovative tools, leveraging data and technology to provide greater transparency for IPOs and Direct Listings.


Andrea Kayal Chief Revenue Officer, Help Scout; Board Member, Rebrandly

Kayal is currently the Chief Revenue Officer at Help Scout, where she is committed to scaling the company through product-led growth and bringing transformative AI features to market. Prior to Help Scout, Kayal held pivotal positions as CRO at Teampay, leading to an acquisition by Paystand, and as CMO at Electric, where she spearheaded exponential revenue growth from $5MM to a unicorn valuation. Kayal's professional journey includes successful leadership roles at Upserve, Signpost, and Sailthru. Additionally, Kayal serves as the Dean of Pavilion's CMO School, educating future revenue leaders, and is an active champion for Women and LGBTQ groups.


Devon Kirk Co-Head & Partner, Portage Capital Solutions at Portage

Devon Kirk joined Portage in 2022. She is responsible for co-leading growth equity, structured equity and special situations investments in financial technology and financial services companies globally, as well as driving the fund’s overall strategy. She is based in Toronto, Canada.

Prior to Portage, Devon spent over ten years at CPP Investments, a C$539 billion fund as of March 31, 2022. She was most recently Managing Director & Head of Capital Solutions, overseeing financials, special situations and esoteric investments, and a member of the Global Leadership Team. Previously, Devon was a Managing Director in the Direct Private Equity team, where she focused on the financials and TMT sectors. While at CPP Investments, Devon was on the Board of Wilton Re, a Board Observer for Altice USA and served on various firm investment committees.

Prior to joining CPP Investments, Devon was in Corporate / M&A at Linklaters LLP, a London-based multinational law firm, and started her career in M&A at BMO Harris Nesbitt in Chicago.


Sarah Lightdale Partner, Cooley

Sarah has extensive experience in complex commercial disputes, with a particular focus on defending companies and directors and officers in litigation regarding mergers and acquisitions, securities class actions and derivative cases. She has represented public and private companies, investment banks, private equity and venture capital firms, boards of directors and individuals in a variety of actions in state and federal courts and arbitration. She also has substantial experience conducting internal investigations and defending clients in investigations by the US Securities and Exchange Commission and FINRA.


Jeffrey Laretto Partner, Cooley

Jeff Laretto represents high-growth technology companies, predominately those located in and around New York City and Silicon Valley, at all stages of development. He frequently advises on incorporation and organizational matters, angel, seed and venture capital investments, general corporate strategy, venture debt transactions, strategic investments, complex commercial transactions, acquisitions, employment matters, mergers and other sale transactions. He also counsels venture capital funds, private equity funds and strategic investors in connection with investments, acquisitions and divestitures.


Cat Middleton General Partner, The Venture Collective

Cat is a former operator turned early stage investor who has spent the better part of her career backing and supporting companies like MIRROR (acq. by Lululemon in 2020), Chief, Slice, Vestwell, and Alloy to name a few. Prior to helping build The Venture Collective (TVC) from the ground up, she was one of the first Operating Partners in the world of venture capital at Primary where she played a critical role in shaping the firm's post-investment and follow-on deployment approach during her five year tenure.

Today, she is a General Partner at TVC, a transformational, early-stage venture firm backed by world class entrepreneurs and business leaders.


Cristina Miller Independent Director at Bolster, Lumens.com

Cristina is a seasoned Board Chair, Board Director, and President/C-level executive with a 25 year career building and scaling marketplace, e-commerce, retail, and SaaS models at VC- and PE- backed businesses from seed to IPO. She is passionate about digital innovation and disruption in the consumer space and has held executive and non-executive roles at Bolster (Director); Flos B&B Italia Group (Chairman of the Board of Lumens.com, US CEO of Audo Copenhagen); Goldbelly (Chief Operating Officer), 1stDibs (Chief Commercial Officer), and The Franklin Mint (President), among others.


Dave Morgan Founder/Executive Chairman, Simulmedia

Dave Morgan is the Executive Chairman, former CEO and founder of Simulmedia. He previously founded and ran both TACODA, Inc., an online advertising company that pioneered behavioral online marketing and was acquired by AOL in 2007 for $275 million, and Real Media, Inc., one of the world’s first ad serving and online ad network companies and a predecessor to 24/7 Real Media (TFSM), which was later sold to WPP for $649 million. After the sale of TACODA, Dave served as Executive Vice President, Global Advertising Strategy, at AOL, a Time Warner Company (TWX).

A lawyer by training, Dave served as General Counsel and Director of New Media Ventures at the Pennsylvania Newspaper Association in the early 1990’s.


Walker Newell, Esq. Vice President, Management Liability, Woodruff Sawyer

Drawing on deep experience leading high-stakes litigation and investigations as a lawyer in defense, regulatory enforcement, and in-house roles, Walker Newell brings Woodruff Sawyer clients a nuanced and business-focused perspective on D&O and corporate liability issues. He has specific expertise on enforcement issues related to financial services companies, investment advisers, broker-dealers, and cryptocurrency firms.

Walker previously served as Senior Counsel in the SEC's Division of Enforcement in San Francisco, where he led high-profile and groundbreaking matters. Walker also has years of experience advising and defending investment funds and advisers, public and private financial services and cryptocurrency companies, board members, founders, and senior executives as outside counsel with Cooley and Wilson Sonsini and as in-house counsel with Robinhood Markets (Nasdaq: HOOD).


Nyron J. Persaud Partner, Cooley

Nyron is a founding partner of Cooley’s Chicago office. He represents clients on employee benefits and executive compensation-related aspects of complex corporate transactions. In addition, companies of all stages – from emerging companies to large public companies – turn to him for support with designing, negotiating and implementing executive compensation arrangements, including employment, severance and change-in-control agreements, equity-based compensation plans, phantom and cash incentive arrangements, and nonqualified deferred compensation plans. He also assists clients with executive compensation disclosure matters, including in connection with initial public offerings, proxy and other periodic reporting obligations, and transaction-related filings.


Rachel Proffitt Partner & CEO, Cooley *VCBA Steering Committee Member

Rachel Proffitt is the CEO of Cooley. As partner and CEO, she serves as a member of the firm’s board of directors, and she is focused on shaping and executing the firm’s strategic priorities, reinforcing and strengthening its unique culture, and promoting the continued elevation of Cooley’s powerful brand. Rachel is known as a trusted strategic adviser to public and private companies – as well as venture capital and investment banking firms and other institutional investors – across a broad range of industries. Prior to becoming CEO in January 2024, Rachel headed Cooley’s San Francisco corporate practice, and served as a member of the strategic committee and board nominating committee.


Sacha Ross Partner, Cooley

Sacha Ross, based in New York, is a trusted advisor to leading technology and high-growth companies and their investors. Over the course of $20 + billion in transactions, Sacha has advised these high-growth companies from formation through funding and liquidity events. A fixture in the New York tech scene, Sacha brings a pragmatic, hands-on bi-coastal approach to representing high-growth companies and their investors.


Scott Ring Partner, Chief Strategy Officer, & General Counsel, Bessemer Venture Partners

Scott Ring is a partner, chief strategy officer, and general counsel of Bessemer based in the New York offices. He co-leads Bessemer’s global operations and is the head of legal and compliance activities, overseeing Bessemer’s fundraising strategy and management of investor relationships.

Scott manages Bessemer’s fundraising, fund structuring, liquidity, policy development and regulatory compliance functions, and many of the firm’s strategic initiatives. Scott also leads a team of professionals responsible for venture investment structuring, negotiation, and execution in the United States and abroad.


Dan Siciliano CEO, Nikkl; Chair, Federal Home Loan Bank of San Francisco

Mr. Siciliano is currently president and CEO of Nikkl, Inc., a fintech start-up that helps individuals and companies access and deploy capital to optimize returns in previously inefficient markets. Mr. Siciliano serves as the chair of the board of the Federal Home Loan Bank of San Francisco, the American Immigration Council, the Silicon Valley Directors’ Exchange, and serves on the board and as chair of audit for the Latino Corporate Directors Education Foundation. Previously, he was an Associate Dean at Stanford Law School and Faculty Director of the Stanford Rock Center, and he was co-founder, chief executive officer, and executive chair of LawLogix Group, Inc., a privately held software technology company from 2000 to October 2015.


Emily Strauss Professor, UC Law SF

Emily Strauss is an expert in securities regulation, banking, and business law. Her work has appeared or is forthcoming in the Southern California Law Review, U.C. Irvine Law Review, Law & Contemporary Problems, and the Boston University Law Review, and has been cited in outlets such as Bloomberg and Reuters.

Prior to teaching law, Strauss was an attorney with Sullivan & Cromwell LLP in New York. She was a member of the litigation department, and her practice focused on securities litigation and criminal and regulatory investigations, including fraud, antitrust, executive misconduct, and bribery-related matters.

Previously, Strauss was Special Counsel at a nonprofit promoting the rule of law in developing countries.


David Silverman Partner, Cooley

David is a member of Cooley’s M&A group, and has a particular emphasis on private equity and complex transactions in the technology sector. His clients include strategic and financial buyers and sellers in public and private acquisitions such as private equity-sponsored leveraged buyouts, strategic acquisitions, business combinations with public companies and take-private transactions.


Alicia Syrett Founder of Madam Chair; Founder & CEO of Pantegrion Capital

Alicia Syrett is the Founder of Madam Chair, a group of over 250 female Chairs and Lead Directors of publicly-traded companies, and Founder and CEO of Pantegrion Capital, an investment vehicle focused on early-stage investments. She has served on numerous boards and advisory boards for public, private, and non-profit organizations, including serving as Chair of the Board and various committees. Ms. Syrett was named as the "Board Director of the Year" by Women in IT Awards USA.

Ms. Syrett has published in Directors and Boards magazine and has been quoted in Bloomberg Businessweek and NACD’s Directorship magazine. She has been a guest on several podcasts including Evan Epstein’s Boardroom Governance, Directors & Boards’ Executive Session, ESG Unlocked by ISS Corporate, and Women Governance Trailblazers. She has been a speaker on board topics for various organizations including the NACD, ISS Corporate Solutions, Capital One, KPMG and the PEWIN (Private Equity Women's Investment Network), and TheCorporateCounsel.net.


Jeff Thomas EVP, Corporate Platforms at Nasdaq. *VCBA Steering Committee Member

Jeff Thomas is Executive Vice President of Nasdaq's Corporate Platforms business. Prior to this role, he served as Senior Vice President and Chief Commercial Officer, focused on integration across the entire business, enhancing client outcomes focus and maximizing Nasdaq’s opportunities.

Previously, Jeff was Head of Western U.S. Listings and Capital Markets, overseeing business development and relationship management for Nasdaq’s listed companies and Investor Relations Solutions’ clients. He also had served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to an IPO.

Before joining Nasdaq in 2014, Jeff held senior positions at SecondMarket, Gerson Lehrman Group and Altera Corp.


Isabelle Winkles CFO, Braze

Isabelle Winkles has served as Chief Financial Officer of Braze since January 2020. Braze ($BRZE) is a leading customer engagement platform that powers lasting connections between consumers and brands they love. Prior, Ms. Winkles served in various roles, including Vice President, Finance of Cognizant Technologies Solutions Corp., a professional services company, from April 2018 to January 2020 and Managing Director of Morgan Stanley & Co., an investment bank, from January 2016 to April 2018. Ms. Winkles received her M.B.A. from Harvard University and her B.S. from the Massachusetts Institute of Technology.


Jason Zuckerbrod Partner, Centerview Partners

Jason Zuckerbrod is a Partner at Centerview on the healthcare team. He has 15 years of experience advising companies on mergers and acquisitions, shareholder activism, and other complex strategic issues. Before joining Centerview Partners, he worked at Berenson & Company and holds a degree from Columbia University. He lives in Rye, NY, with his wife, son, and daughter.


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For substantial or content questions (and group discounts), please contact Evan Epstein at [email protected]

For registration and/or payment questions, please contact (415) 565-4704 or email [email protected]. 

For other logistics questions, please contact Anya Kielbik at [email protected]

 

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Registration is $1,450 per attendee. The fee is fully refundable with email notice received before October 22, 2024. After that date, refunds will not be issued, but registration may be transferred to the next VCBA event. Credit card payment is accepted online. If a different means of payment is preferred, please contact Leslie Hernandez at [email protected].

Please contact Evan Epstein for special group discounts (5 or more people) at [email protected]



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