Welcome to the Growing EBITDA Podcast, where
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and let's grow together. All right. Back in the
studio. Hey, Mike. James, where are you at today?
Actually, I'm home this week, Mike. Oh, great.
First time this year? Yeah, actually, it is the
first week this year I've been home. Monday through
Friday? Monday through Friday. You home this
week, too? Excellent. I am not. I'm headed to
California tomorrow morning to go see some colleagues,
but didn't travel last week. So, you know, that's
a win. That's a win. Good ski season? Great ski
season. Great ski season. Always wish I could
have skied more, you know, but living in Colorado
helps. That's for sure. Our quarter inch of snow
here in Houston didn't. I heard about that. You
get the skis out? Yeah, I did. I did. Just to
look at them. Are those like alpine water skis?
Is that what they call them down in Houston?
Yes, correct. And you tow them with a boat or
a truck? It's Texas, so a diesel powered truck.
There you go. There you go. Lifted. Lifted. Lifted.
All right. So, James, what are we talking about
today? Today, we're going to talk about cybersecurity,
but with an interesting spin on it, Mike, which
I think is a good one. And I'm glad that we're
having the conversation together again. It's
how do we address board level concerns? So we
had our cybersecurity episode for folks that
may not have heard it. Go back and listen. But
one of the topics that came out was how do we
address some of those board level concerns? So
how do you do it? Well, let's just dive right
in, man. Let's just get right at it. So I think
a lot of times. Our episodes, and you and I talk
about this, and just so everyone knows, we do
have conversations before the show where we talk
about themes and go over what we're going to
discuss. And sometimes we have this feeling of
like, maybe what we're talking about is too simple
and sometimes not simple enough. But I think
today we're going to talk about kind of some
major components of that. And we're going to
start with the simplest, which is just understanding
your risk and understanding that portfolio. One
of the things I think about organizations are
really good at threat protection. is around the
physical security side. So we go to facilities
all the time. They have cameras up. They have
locks on the door. They make sure there's badges
or some form of system. And they have a sign
-in, sign -out sheet, most likely. But what I
think a lot of times is something that isn't
thought about as we look at smaller businesses
on the smaller side of the mid -market is those
invisible threats. And we've all heard them.
The phishing attacks, the cybersecurity events.
It makes news cycles. We hear about it all the
time. And as we discussed in our last episode,
there's a lot that isn't discussed in the media
or that you read about, which is some of these
smaller things. And so when we think about how
do we start to understand and educate ourselves
is we have to understand what good looks like.
And a lot of times at Trivista, we see folks
understand what good looks like at the time of
diligence. So if I'm a... Family run, family
owned business. I don't really have a good perception
of what my gaps are and what my issues are. I
just assume I'm doing well. I'm working with
my IT professional, whether it be an internal
or external resource. And they tell me, hey.
We got to charge an extra 50 bucks a month, but
you're going to be good. And I say, perfect.
That's great. There's not really a lot of folks
who go out and measure themselves against industry
standards and what looks best. And so that leadership
team that you're working with, whether again,
internal or external, can maybe have a misperception
of where they are on the journey and getting
some of that guidance. As a listener, and just
as a quick aside, if you want some of that guidance,
there are great groups out there. Obviously,
that's one of the things that Trivista does.
But there's great groups you can reach out to
today. Prepare yourself, have those conversations,
and do what they would call a gap analysis. So
reach out to your favorite cyber professional
and say, hey, I want to do a gap analysis on
my cyber. They'll know what you mean and should
be able to jump into action. And the reason we
do those gap analysis is a lot of times, and
unfortunately, another thing you read about,
everyone reacts to things, a reactionary culture.
It's a tough one for me to say. I think what
you're trying to say is a reactive culture. There
it is, a reactive culture. I didn't react well
to the need of the word. And that really means
that, hey, when something happens, I react quickly
and mostly I react well to that. So I wait for
that event to happen to be prepared for that.
And so I think we've seen more and more on the
opposite of that. folks start to go out and get
insurance for cybersecurity, be a little more
proactive on finding those solutions, maybe standing
up multi -factor authentication for email. But
there's still this idea that I'm going to react
to some of these events because I'm not fully
prepared. And when you think about it and understand
your risk, if you don't know what your risks
are because you don't understand what they could
be, you have a misperception of where you are
in your journey. you're going to have to react,
which can cause quite a bit of turmoil and challenges.
So I know we talked a little bit about this as
well last time, Mike, but board season, we got
through the holidays, we got through the end
of year, beginning of year. Cyber is always a
big topic that time of year. Kind of how does
that resonate with what you're hearing in the
field? You know, I think in general, there's
still a lot of lack of understanding at the board
level about cybersecurity. I think... Most businesses
that I'm involved with who take cybersecurity
seriously have either had a cyber incident, a
breach, so to speak, or have a board member or
executive who have lived through something like
that at a different organization. You know just
as well as I do, I still walk into businesses
every month and find cybersecurity. completely
lacking in some cases and not absent, but deficient
in many others. Certainly, there are some companies
that are leading the way here, leading the charge,
who've invested appropriately, who have the right
skill sets either internally. It's actually difficult
to have all the right skill sets internally,
but it's really about having good skill sets
internally and complementing those with external
resources because you really can't do this on
your own. And I think candidly, I think there's
just a lot of people out there who continue marching
along thinking, hey, I haven't had a cyber breach,
so we must be good. Right. I think there's just
a lot of it's not just at the board level, but
it's at the executive team level, too. There's
just a lot of kind of lack of understanding of
the breadth and depth of a breach and how much
it can impact the business. You know, it's one
thing if one of your employees gets hustled via
email or via text message to. Use a company credit
card to buy some gift cards for somebody, right?
We hear about that stuff sometimes. It's another
thing if these bad actors are able to get into
your internal system, maybe it's your ERP system,
and shut it down. Or let's say you're a printing
business. Steal all of your source artwork, and
now you can't print any of your production that
week, that month, that year. Think about how
embarrassing it's going to be to go back to your
client base and go, hey, we had a cyber breach.
All your sensitive files got hacked. We can't
access them. Can you send us new ones so we can
get back to producing your displays or whatever
it is that you may be printing, right? And that's
just one example. You can have entire businesses
get taken down, production systems, transportation
management systems, ERP systems, CRM systems.
What if you immediately lose the ability to invoice
your customers because somebody takes over your...
financial system, right? And until you've kind
of lived through one of those issues until you've
had some of those scars, oftentimes, I don't
find people taking this as seriously as, as we
would encourage them to. Yeah, that's important.
I'd like to shout out one particular listener,
a podcast that I'm very proud of, Mike, and that
would be yourself. Because to hear you naturally
drop bad actor as part of your statement, as
you're not even thinking about as you go through,
hey, We may not touch a lot of folks on this
podcast, but I'm glad we got you. That was an
excellent quote. Is the reason you did this podcast
in the first place to try and get me to appreciate
cybersecurity more, James? I'll never say. Or
maybe try to get that funding up. One of the
things I think is interesting, Mike. I think
there's a lot of, and we haven't done a podcast
on this, and again, maybe another future podcast
around what the structure of a board is and what
the makeup of a board. I think because it's such
a quintessential piece of this podcast, we should
talk about boards a little bit, just because
I think maybe some of our listeners have thought
about boards at family -run businesses, where
it's just some friends and maybe some family
or your internal team, or they hear this kind
of Wall Street board where you just assume it's
a bunch of execs flying in on private jets and
having fancy meals. I think it's maybe important
to talk about, like, what is the understanding
of a board member? Or maybe how about this? What's
the profile of a board member? Maybe you can
talk a little bit about that. And then what's
the general understanding? I know you mentioned
that they have maybe suffered a breach before,
but let's go profile a board member and how much
they really know about cyber or kind of the experience
level of these board members in the cyber arena.
Sure. So boards come in all different shapes
and sizes. But generally speaking, broad generalities
here. You tend to either have boards that are
comprised of like family shareholders in a founder,
family owned business setting. When the business
gets sold, you know, if it gets sold to a private
equity fund, the private equity fund is going
to build their own board. Oftentimes that's going
to be comprised of the CEO, maybe the CFO from
the management team, maybe the founder, if they're
still involved, if they've continued to remain
a shareholder to some degree, a minority shareholder
in the business, maybe as an example. And then
maybe two or three or four people from the investment
group, from the private equity fund. Obviously,
publicly traded companies, big, large global
organizations, they tend to have more diverse
boards, where maybe it's the CEO is a board member.
Oftentimes, the CEO can be the chairman as well
as some of those boards. And then maybe some
outside directors from other industries, maybe
one or two from large institutional investors,
the Black Rocks and, you know, Vanguard's and
those types of folks. But in the mid -market,
if it's a private equity -backed business, it's
kind of as I described. Or if it's a family -owned
business, oftentimes you have some family members.
And quite frankly, I think in my personal experience
in both those settings, founder -owned businesses
and boards that I've been associated with and
private equity -backed businesses, the risk that
you always run, in my opinion, is kind of groupthink,
right? So you get a couple of people from the
management team. You get a handful of people
from the investor group. What do you have? Well,
you have a diverse set of... experiences and
battle scars that people have learned from. Hopefully,
people have had some exposure to different industries.
That's often the case. Even still, while that's
typically a much more professional board than
a founder -owned, family -driven board, oftentimes,
there'll still be gaps. Cybersecurity is one
of them. Quite frankly, in the 15 boards that
I've been on over the last 20 years, I don't
know that we've ever had somebody who would say
that they're even close to a well -versed is
intermediate from a cybersecurity expertise perspective,
let alone an expert. And I think that, you know,
that's an opportunity for a lot of businesses,
right? It's an opportunity to bring that in.
You know, so you asked the question, kind of
what do boards look like? I kind of gave you
a little bit of an answer. Hopefully that's helpful
to some folks. There's no such thing as a perfect
board, but I think certainly this is a topic
that if your board's not talking about cybersecurity,
especially over the last couple of years with
everything that's happened in the world, you
need to prioritize it a lot more. So Mike, since
baselining the board, right, so now you've kind
of baselined that communication, you've baselined
the persona of a board. So I'm new, recently
acquired, and I want to get cybersecurity worked
into my board pack, right? What's the best way?
Because to be frank, and not myself, just so
the listeners don't think, what the heck is this
IT professional telling me this question? But
let's put myself in the position of CEO for a
minute. I'm speaking from a place of ignorance.
I can't bring my IT management team. I'm not
going to bring my outside consultant, but I'm
going to present to you board around cyber. What
is a way that you've seen kind of that leader
that's going to present on cyber be successful
in articulating? kind of what they know and what
their gaps are to make you feel comfortable with
where they are on the journey. I'm trying to
give a little tactical bit of advice, if you
don't mind. This is definitely a topic that unless
you are, in fact, an expert, claiming ignorance
is your absolute best friend. I think coming
to the board and saying, hey, I'm worried about
cybersecurity, not that there's some glaring
risks that I'm aware of, because if there was,
I'd be talking about those today. I'm just concerned
about where the world is going and I don't feel
like we have the internal resources to really
run it to ground. Let's just assume that's the
example that we're going to use. Ask for permission
to bring in some outside experts. I mean, some
CEOs may not even have to ask for permission,
but certainly get the dialogue going with your
board. Start getting your board members educated
that this is something that's a priority for
the business. And by the way, we're making the
assumption that they haven't already jammed this
down the CEO's throat as a critically important
topic. Most private equity funds these days.
are keenly aware of the risks, they're going
to be socializing that with their CEOs. You know,
and I think given that context, just coming to
your first board meeting, maybe as a private
equity backed CEO, maybe you're new to the role
and saying, hey, cybersecurity is a real issue
for us. The same as worker safety is a real issue
for us amongst other topics, and making sure
that at every board meeting, you don't have to
dwell on these topics. But at every board meeting,
you're touching on them a little bit. Oftentimes,
we'll start board meetings with hey, here's what's
happening from a safety perspective across our
workforce. We've had zero recordable injuries.
Awesome, right? Maybe leading with, we've had
zero cyber breaches. Awesome. It just kind of
sets the table and sets the tone, gives the board
a good understanding that the CEOs, one of the
things that they're focused on is the right thing
to be focused on for the business. I think if
the business is immature from a cybersecurity
perspective, talking about who you're going to
bring in from the outside to run penetration
tests, to do a gap analysis, sharing those reports
with the board, even if there's a bunch of glaring
nasty things in there. But coming to that next
meeting, say, hey, I want you to read this. And
by the way, we're coming to share at the next
board meeting, we're going to share the plan
on how we're going to remediate these things,
both internal things that we're going to do,
some outside experts that we're going to bring
in to help us. to help us mitigate these issues.
This just really is one of those topics, James,
that as you know better than I do, in fact, you
just can't ignore this, right? The risk is too
great for the business. No, awesome. Yeah, I
think honesty is always the best policy, especially
in this space. And to your point, Mike, I have
seen a lot of... senior leaders and organizations
reach out to us and say, hey, I'm about ready
to present this slide. Can you give it a once
over? Or we're asked to provide a slide to say,
if you were brought in to remediate, what would
be those first steps you do? And we get asked
that question a lot. I think it's also an interesting
point. And for our PE listeners out there, having
a playbook around what at the level of the organization
you feel the cybersecurity stance should be is
really important. So we were at this operating
partners gathering in Utah and they're having
a conversation and we got invited to participate.
And one of the things they were talking about
is they had established a playbook for cybersecurity,
minimum requirements, non -negotiables, and then
preferences. And they actually... gave that to
their management team, kind of like if you think
like a management book, day one, put it on the
desk, there it is. And they found that the cyber
to be one of the more important because it was
one of the highest things they felt exposed.
And this is a manufacturing distribution, primarily
that's what they own. And they felt that to be
one of their highest risks that could affect
the value of the organization. Yeah, absolutely.
I mean, the impact is so, it can be so far reaching
and broad. You can take down a whole business
with a bad cyber breach. And it's something that,
to a large degree, is within your control, right?
Listen, I think about it like worker safety.
It is 100 % within your control to create a safe
working environment. Now, that doesn't mean that
you're not going to have hazardous working conditions,
but you can work to make it the safest environment
that you possibly can so that you're mitigating.
risk to the business, but also in that case,
mitigating the risk to the employees directly.
Cyber is kind of one of those, I think that's
a good analogy. Something might not go wrong,
but if it does, you're really going to regret
that it did. So taking every step that you possibly
can to protect the business, to protect its assets,
to protect its people, it could be dealing with
a business with a lot of personally identifiable
information. To set up those protections is just
critically important. While we were talking,
I also sent an email to my lawyer to register
a trademark around days without a cyber incident.
That little board that has the day clicker on
it that you can reset. I appreciate that tip.
I'll give you 5 % of income. So appreciate that
one. That's a good one. So maybe let's move into
the remediation. What could I talk to you about?
Maybe let's talk about how we improve it. Does
that work? Yeah, let's do it. we talked about,
you know, how to understand where we're not educated
on it. We talked about how to talk about it.
Let's talk about that positive side, which is
the quick ways to improve it. And Mike said it.
And when you talked about it was the, the security
audit. And now I'm using the word audit on purpose,
not assessment, not tabletop exercise. You'll
hear from it professionals audit. And so to Mike's
earlier point around using for looking for analogies.
When I think about the analogy of a financial
audit, it's I dig in, I go deep, I do lots of
information, and I come out with ways to improve.
So I think understanding your vulnerabilities,
engaging an outside firm to perform that audit,
and going through and digging into your cyber
situation will give you a very nice playbook.
slash worry report around the things that you
need to do better and you need to improve on.
It'll also work as a great document to educate
you and understand some of those industry terms
and go deeper. And typically in today's market,
when there's a rep and warranty process attached
to a transaction, you need at least a light cyber
touch diligence because it's required for the
rep and warranties. Those are mostly assessments.
And Trivista does assessments most of the time
during... its diligences as well. So having that
deeper level after that transaction moving forward
is important. And we talked a little about that
in the 100 -day plan. So folks are putting together
a 100 -day plan. And how often should you redo
an audit? Is that an annual thing? What do you
think? Yeah, so I think I prefer to do an annual,
but I want to put a caveat on this. I buy a new
company, I add a new system, or I make an IT
personnel change, I kick off an audit immediately.
There are certain events that I want to do an
additional audit because I've done a large change
to my environment that merits an audit. If I'm
running the shop every day, normal day to day,
every year makes sense. Maybe even a couple of
years if you're a low risk business. But anytime
I make a major change, which by the way, in the
world of PEs often, I'm running that audit. It's
a great spend. Interesting. Yeah. And I think
that just speaks to, on the spectrum, I'm probably
cybersecurity intermediate from a board member
perspective. But I couldn't answer that question
myself, right? I think it's just still uncharted
waters for so many of us out there. We need more
folks with this kind of experience and perspective
having these conversations. No, I agree. And
one of the ways to help chart those waters is
employee training. And employee training could
be extended to your board. We do have quite a
few folks that extend their employee training.
to outside groups, whether they're 1099s or others,
we do a lot of work with companies where we also
participate in their cyber training. You said
earlier, it's somewhat controllable and a lot
of it is on us for best practices. Your number
one threat is your employees, whether it be email
or other things. So it's an important thing to
stay on top of. The human error side is what
will eat you alive on cybersecurity. The little
silly things that don't have to happen that do.
And so we made a big transition internally at
Trivista. We used to have this arduous two -hour
training video every year that we pushed out
to everyone. And I'm sure people multitasked
their way through the video, clicked on the answers,
trying to guess the questions, and passed. We
found a new training solution that every quarter
pushes out a 15 -minute video that's actually
kind of funny, kind of nice. has some simple
questions, goes over a basic concept, and it's
kind of drip campaigning you into those cyber
improvements. I know, Mike, you consume those
videos. What are your thoughts about that transition
from that kind of bigger monolithic video to
the new process? Well, I'm simple -minded, so
anything you can give me in a bite -sized chunk
tends to work better. Perfect. I like that. I
will say this section will be called Simple -Minded
Solutions for Simple -Minded Folks. And then
the last one I think that's important to talk
about is... The preparation and policies. So
I'm going to tie it back to what you said, Mike,
because I like it. When I think employee safety,
lockout, tagout, we're all familiar with, right?
So I'm in a plant. I need to go do work. I used
to work in paint manufacturing, right? So you
go in these big vats of paint. Lockout, tagout
was a big training, how you make sure that it
doesn't kick on when someone's hoisted their
way down into this tank. Lockout, tagout a bit
for cybersecurity is if I have an event. Who
do I alert? Who do I call? What are my next steps?
What's my process? So on all of our laptops that
we have for our team members and our communications,
we have the 800 number for support because heaven
forbid you have a cyber event, you can't get
into your laptop, you can't Teams me, you can't
chat me, you need to call somebody. So there's
that ability to know, again, like lockout, tagout,
who do I communicate with? The second part is
incident response plan. So your point, if I have
a medical emergency or there's an earthquake,
where do people go? Or who do I call when I need
medical? Or what's my nearest ambulance? What's
my nearest hospital? That type of preparation
around cyber. Instant response plan really is
a fancy way of saying, when things go sideways,
how do I start to remediate? So we talked about
that call, but it's also informing the user,
don't continue on the conversation. Turn off
your machine. disconnect, stop going. And I think
a lot of times, I think about this when I grew
up riding dirt bikes. And so you ride these dirt
bikes and a lot of times when you're having a
problem on a dirt bike, you try to overcompensate
by throttling up or pulling through. And really
the trick is sometimes just letting go, eating
the dirt for a second and getting back up and
dusting off. In cyber, it's important to express
to your users. what that plan is, how they gracefully
exit an incident, not shaming in the moment to
be able to get through that and then going back
and fixing it. So when I think about kind of
my next steps to summarize for folks, get that
audit, understand where the challenges are, continue
to talk about with your employees. Mike, you
brought up a great example at the board. Take
that example to your employees and say, this
many days on an incident. And the last one is
have a plan. So I think that's the big things.
And candidly, I learn on all these episodes,
you know, on this topic, certainly. My key takeaway
is if you're on a board, ask for that annual
audit. Keep your eyes open for changes in the
business, new IT leader, new system being introduced.
Let's do another audit. Be penny wise and pound
foolish is the risk if you don't. Doing those
audits more frequently, getting that training
across the enterprise, asking the CEOs. Hey,
when was the last time we did training? How do
we do training? What's the efficacy of that training?
And then, you know, asking to see the incident
response plan. I think those are good nuggets.
So before, go ahead. Oh, no, I was going to say,
I'm glad you got something out of it. And the
thing I was going to ask you, Mike, sorry at
the end. So we've gone through this whole thing
around communication, board, and action plan.
And I heard your kind of summary for the board
level and folks and some of your learning. So
I appreciate that. But to kind of go back, which
we always talk about and try to keep ourselves
true, is if I'm in a leadership role and I'm
going into before a transaction and I'm about
ready to engage the private equity firm or go
into this whole process, maybe kind of the final
thought here of like... what should I be thinking
about before I kick off that process as it pertains
to cyber? Because I got a question after our
last episode from somebody, which I thought was
interesting, on, hey, this is all great. You
talked a lot about what happens in the middle
of it or when I'm in an event. But they were
asking more kind of like that, and you talked
about this in a previous episode too, that buy
-side diligence, or sorry, sell -side diligence,
that sell -side diligence preparation. What is
something that from this conversation that maybe
you could tell that user, hey, think about...
preparing for that, going into that transaction
cycle during that sell side, this is the one
cyber learning I've learned that would make you
most successful. So I think what you're asking
is, as you get ready to start thinking about
selling a business, how should you frame up your
thinking around cyber security? Yes, sir. Yeah,
I mean, I think go back to what we just talked
about. When was the last time you've done an
audit? You got to ask yourself these questions.
When was the last time you did an audit? How
is your employee training? Do you have an incident
response plan? When was the last time you did
a penetration test? I think it's the same things,
right? Because you got to assume that if you're
selling a mid -market business, we're not talking
about selling a mom and pop store down on Main
Street. We're talking about selling a business
with 100, 200, 500, 1 ,000 plus employees, formidable
enterprise. You got to kind of have your ducks
in a row. And listen, having your ducks in a
row does not mean no skeletons in the closet.
And skeletons in the closet. doesn't necessarily
mean like really scary things. But what I mean
by having your ducks in a row is you're thoughtful
about your business, in this case, thoughtful
about cybersecurity. You know, maybe you don't
have the best systems and protocols and processes,
procedures in place in the world, but you should
at least know kind of what you have and set up
realistic expectations for yourself in terms
of what other people are likely going to find
as they hire SWAT teams of experts to come in
and pick these things apart, right? Because Let's
say you're selling this to a billion -dollar
private equity fund. These are some pretty smart
folks. They don't get entrusted with a billion
dollars unless they kind of know what they're
doing and they've got some good resources at
their fingertips. They buy businesses all the
time. They know what to look for and what to
watch out for, and you having a good sense as
to what they're going to find is typically a
good starting point because you may decide, hey,
these are some easy things to fix, and why have
to have a hard conversation about them? Just
fix them. And then sell the business. Maybe you're
one month behind. And likewise, maybe the things
that they find are like, hey, listen, we've worked
on these things. We don't know how to get them
better than they are. Or it would cost $10 million
or something like that to become world -class
here and go have a conversation with prospective
investors about it. But I think knowing what
they're going to find to a large degree just
puts you in a much better position overall. And
Mike, by the way, that's such a simple but great
answer. Just do everything we said, despite not
having a sponsor backing you. Go figure, right?
Yeah, that's good. So Mike, can I end with some
trivia, man? Are you ready for some trivia? Let's
do it. You know, we hear about cyber attacks
all the time. And again, Wall Street Journal
always covers kind of the bigger ones. What percentage
of small to mid -sized companies do you think
are actually targeted in these cyber attacks?
My guess would be, even though the prize is probably
smaller for the bad actors, I venture to guess
it's the majority of attacks are focused down
market. Because these hackers, they got to be
reasonably smart or else they wouldn't be able
to figure out how to get into all these companies'
systems. And I have to think that if I was in
their shoes while the bigger prize is hacking
into Boeing or Airbus or some large... multinational
corporation, you've got to think that their protocols
are a little bit stronger than maybe your $30,
$50, $100 million business backed by a private
equity firm with lots to lose if you can get
the keys to the kingdom. My guess would be probably
more often than not down the market. I would
say, yeah. Hey, that's actually pretty close,
though. It's actually around 50%, which is why
we talk about this so much. It's not just a big
company issue. To your point, it's an issue for
all of us. Yeah, it's a good reminder, James.
I think like we've talked about, most businesses
don't realize how jeopardized they probably are
today and need to start taking it more seriously
because certainly there's not going to be less
cybersecurity breaches in the future or cybersecurity
attempts in the future. There's certainly going
to be more of them. Yeah, man. Well, hey, that's
I think that we have everything for today. Listeners,
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