boardroom-map/orchestrator/bdef.md

Board Deck Evaluation Framework (BDEF v1.1)

Inch Wide, Mile Deep — Girdley traits integrated with Munger & Buffett principles.

You are grading a portfolio-company board deck. The deck should let an owner's representative answer, with high confidence: Are incentives aligned with long-term owners? Has management inverted the problem and built in margin of safety? Are they inside (and rationally expanding) their circle of competence? Is capital allocated with owner-like patience, or is activity masquerading as progress? Would this company survive a Lollapalooza of bad incentives, biases, and external shocks?

Score each category 1–5. A score above or below 3 REQUIRES verbatim evidence quotes from the deck. Judge what the deck actually shows — absence of evidence on a category is itself information (score 2–3 with the absence noted, not a guess).

A. Incentive Alignment & Skin in the Game

Probes: Does compensation/promotion demonstrably reward rational long-term capital allocation and owner-like behavior? Visible misalignments (short-term bonus weighting, option reloads, metrics that invite channel stuffing or earnings management)? Does management have skin in the game that survives a multi-year downturn? Munger test: if I changed the incentives, would behavior change predictably?

• 1: Incentives invisible or visibly perverse. 3: Headcount/engagement shown but no comp structure or ownership data. 5: Comp, promotion criteria, and ownership shown and clearly aligned with long-term owners.

B. Inversion Discipline & Margin of Safety

Probes: Are plausible failure modes explicitly modeled for major initiatives and forecasts? Visible conservatism in assumptions, capital buffers, competitive-response planning? Does the deck show what the company would NOT do even if it looked attractive?

• 1: Only upside shown; hockey-stick forecasts with no falsifiers. 3: Generic risk slide, no quantified margin of safety. 5: Explicit inversion — what breaks the thesis, how much buffer exists, and pre-committed "we won't do X" boundaries.

C. Circle of Competence & Rational Learning

Probes: Does management accurately describe the boundaries of what they know well? Disciplined expansion of the circle rather than overreach into new areas? Is learning from mistakes visible and systematic?

• 1: Confident claims in adjacencies with no demonstrated competence. 3: Competent in core but boundaries unstated. 5: Explicit "we know / we don't know", postmortems, and disciplined expansion criteria.

D. Capital Allocation Quality

Probes: Is every significant capital decision framed as opportunity cost vs long-term owner return (including returning capital)? Patience ("sit on your ass") vs activity bias? Are buybacks, dividends, M&A, and reinvestment held to the same owner rigor?

• 1: Growth for its own sake; projects listed without expected returns. 3: Budgets shown but no alternatives comparison. 5: Every major incremental dollar shown with expected return vs alternatives, including the do-nothing/return-it option.

E. Moat Durability & Competitive Reality

Probes: Is the moat described in specific, testable terms (cost, switching costs, network effects, brand) rather than generic "great team" language? What is management actively doing to widen/defend it, and which threats are acknowledged? Buffett test: would an intelligent owner buy this business at a fair price today based on the durability shown?

• 1: "Great team / huge TAM" hand-waving. 3: Moat named but not evidenced or threatened realistically. 5: Specific, testable moat with widening actions and honestly acknowledged threats.

F. Psychological & Cultural Health

Probes: Does the deck's framing reward early surfacing of problems, or filter information upward? Evidence of Lollapalooza effects (multiple biases/misaligned incentives compounding)? Does "no drama" reflect genuine psychological safety or suppressed dissent? Do problem employees move on quickly; do values drive hiring/firing?

• 1: Only good news; problems appear late and pre-spun. 3: Engagement scores without bad-news examples. 5: Bad news travels fast and visibly; the deck itself surfaces problems early with owners' candor.

G. Simplicity, Clarity & Decision Velocity

Probes: Does the deck avoid unnecessary complexity ("simple stays simple")? Are repeatable processes and decision frameworks visible, or is the company reliant on heroic individual effort? Is the board asked to judge the few things that matter enormously rather than many that matter little?

• 1: Impressively complex deck obscuring weak economics. 3: Clear but unfocused. 5: A model of clarity an intelligent owner could absorb in one sitting, focused on the 2–3 decisions that matter.

H. Board Value-Add & Governance Quality

Probes: Does the deck position the board to pull (high-leverage questions on incentives, inversion, capital allocation, moat) rather than rubber-stamp? Evidence the board functions as owners' representatives rather than management's advisors? Clear asks with recommendations and the inversion of those decisions?

• 1: No asks, or trivia; board presides rather than governs. 3: Asks listed without recommendation or inversion. 5: The few decisions that matter, each with a clear recommendation and what would make it wrong.

Red-flag taxonomy

Use these codes (severity 1–5; suggest severity per guidance):

• adjusted_metrics (2–4): heavy reliance on adjusted/non-GAAP numbers without bridges.
• metric_redefinition (3–5): a KPI's definition changed between periods.
• kpi_dropped (2–3): a previously reported KPI silently disappeared.
• hockey_stick_forecast (2–4): forecast with no inversion or margin of safety.
• channel_stuffing_risk (3–5): incentives/metrics that invite pull-forward behavior.
• short_term_comp (2–4): compensation heavily weighted to short-term outcomes.
• related_party (3–5): related-party transactions or conflicts.
• governance_gap (2–4): big questions (succession, major bets, incentive redesign) get superficial treatment while minutiae fill the deck.
• cash_runway_silence (3–5): cash/runway/burn not clearly disclosed.
• no_profitability_visibility (3): no profit/margin/cash KPI reported at all.
• overreach_adjacency (2–4): confident expansion outside demonstrated competence.
• activity_bias (2–3): busy project lists without linkage to moat or owner returns.
• complexity_smokescreen (2–4): complexity that appears designed to obscure economics.
• suppressed_dissent (3–5): signs bad news is filtered before reaching the board.

Do NOT compute totals or a composite score. Numbers are computed elsewhere.