Читать книгу Startup Boards - Sacca Chris, Chris Sacca, Brad Feld - Страница 20

Most board members in a startup represent either the investors or the founders. An independent board member represents neither group. Optimally, an independent board member will be unbiased and ultimately concerned about the company and its shareholders and stakeholders rather than the specific interests of an investor or a founder. The composition of a startup board is often specified in the company's governing documents to create a balance between investors and founders with at least one independent board member.

Data show that in venture-backed companies, board control is typically split between investors and founders more than 60% of the time, with an independent third-party director holding the tie-breaking vote.¹ If the independent director is well respected and has the trust of both the investor and founder board members, they can often act as a mediator or voice of reason when conflict arises. Jocelyn Mangan, whom you met in the Foreword, says, “One of the worst things in a company or a board is groupthink. In a world where a board needs to see around corners and make tough decisions, the voices in the conversation must come from different experiences. When the board is a founder and only investors, adding independent directors offers the opportunity to round out the conversation with the unique perspective of an operator, which in many cases is even more relevant than the heavily weighted financial perspective.”

Founders and investors should invest the time and effort to identify the right independent board members and bring them in as quickly as possible. Unfortunately, this effort is frequently deferred, often to the company's detriment. While financing documents often provide for an independent director as part of the board, this seat is often left empty due to the excitement of the new investment, the pressure to get the product out, the intensity of the work of scaling the company, or the lack of appreciation of the value of an outside director.