When should we add our first independent director?

At Series A, once you have preferred board seats. Independents balance investor and founder perspectives and add operating experience most VCs lack.

Can we remove a board member?

Depends on protective provisions in your financing docs. Preferred directors are typically removable only by the class they represent. Independents are removable by common + preferred vote.

How much should we pay board members?

Preferred directors: nothing (they're compensated by their fund). Independents: 0.25-0.5% equity, 4-year vest, 1-year cliff. Chair: additional 0.1-0.25%.

Startup Board of Directors: Composition, Cadence, Governance

How to compose, run, and manage a startup board — from priced-round formation through Series C. What to share, what to decide, and what to avoid.

Startup Board of Directors: A Founder's Guide

Your board is the highest-leverage governance body in the company. Composed well, it accelerates decisions and unlocks capital. Composed poorly, it consumes founder time and blocks progress. Most first-time founders under-think composition and over-share operational detail.

Composition at each stage

Priced seed: 3 seats — 2 common (founders), 1 preferred (lead investor). Series A: 5 seats — 2 common, 2 preferred, 1 independent. Series B/C: expand independent seats first, add second preferred seat only if a new lead requires it. Founders should hold common majority or veto through protective provisions until Series B minimum.

Meeting cadence and materials

Quarterly formal meetings (90 min), monthly written updates in between. Send materials 72 hours in advance: dashboard (metrics), narrative (what changed), decisions requested. Never read the deck in the meeting — assume it's been read. Meeting time is for discussion of what's not obvious from the numbers.

What to decide vs. inform

Decide with the board: option pool refreshes, executive hires (VP+), M&A, budget approvals, new financing terms, IP assignments. Inform (don't decide): product roadmap, marketing plans, individual hires below VP, org design. Confusing these two categories creates board-as-manager dynamics.

Independent directors

Recruit independents for domain expertise you and your investors lack: operating experience at 10x your scale, deep functional expertise (sales, product, finance), or category authority (regulated markets, complex GTM). Pay 0.25-0.5% equity vested over 4 years; expect 4-6 board meetings + informal advice.

Frequently asked questions

When should we add our first independent director?: At Series A, once you have preferred board seats. Independents balance investor and founder perspectives and add operating experience most VCs lack.
Can we remove a board member?: Depends on protective provisions in your financing docs. Preferred directors are typically removable only by the class they represent. Independents are removable by common + preferred vote.
How much should we pay board members?: Preferred directors: nothing (they're compensated by their fund). Independents: 0.25-0.5% equity, 4-year vest, 1-year cliff. Chair: additional 0.1-0.25%.