Your board of directors is the smallest, most consequential group of people in your company's life. They approve your option grants, fire you in a worst case, and (in the best case) help you make the three or four genuinely hard calls of each year.
Most first-time founders inherit their board's structure from defaults — whatever the lead investor proposes, plus whoever was already a director. That's a mistake. The board you build is durable; it's much easier to compose deliberately at the first priced round than to restructure later.
Default board sizes by stage
- Pre-seed / seed (SAFE-only): just founders. No formal board until you incorporate one. Most early-stage decisions don't require a board.
- Series Seed (priced): typically 3 members. Two founders + one investor (the lead).
- Series A: 3 or 5 members. The 3-person version is two founders + one lead. The 5-person version is two founders + two investors + one independent.
- Series B: 5 or 7. Adds another investor and often a second independent.
The number that matters most is whether you have founder control of the board (more founder seats than non-founder seats), **investor control**, or **independent-decided control**.
Most Series A term sheets propose: 2 founders + 1 lead + 1 independent. Independent breaks ties. That's a 3:1 founder tilt with a tie-breaker the lead has to agree to — defensible for both sides.
The four kinds of board members and what each costs
1. The lead investor. Almost always required if they're writing the largest check. They bring pattern-matching across their portfolio, capital introductions, and (sometimes) operational help. The cost is straightforward: a board seat, dilution, and the alignment of their incentives (carry, fund vintage, ownership target) with your decisions.
2. A second investor. Common in two-lead deals or where a previous seed lead wants representation. Each additional investor seat compresses your board control and increases coordination cost. Acceptable if they're genuinely the second-largest check; rarely worth it for smaller investors.
3. An independent director. A senior operator with relevant experience — typically ex-CEO, ex-VP from a category leader, or a domain expert. The single highest-leverage board addition for most founders. Costs: an option grant (usually 0.5–1.0% over 4 years), a board fee or honorarium ($25K–$50K/year for active independents), and your time managing the relationship.
4. A founder director. You and your co-founder(s). Default position; the question is whether to have a 1-founder or 2-founder board, which usually depends on co-founder dynamics and ownership.
What an independent actually does
The best independents bring three things you can't get elsewhere:
- Pattern recognition from operating at a comparable stage, not investing. "When we scaled customer success past 200 customers, here's what broke." VCs see scale, but rarely operate it.
- A neutral voice in the room. When you and the lead disagree, an independent who's seen the playbook can adjudicate.
- Hiring leverage. Senior independents often unlock executive intros that no investor can match.
The worst independents are board collectors — semi-retired executives serving on 6+ boards who half-attend, half-engage, and don't pull their weight. Hard to tell apart on paper. Reference-check rigorously.
When to add an independent
Most Series A founders should add an independent within the first six months of closing. Waiting is a mistake; here is why:
- The independent helps you set up board cadence and norms before bad habits form.
- They balance the lead's voice early, so the lead doesn't accidentally become the de-facto chair.
- They provide a reference point on early hiring decisions, which is when the biggest mistakes happen.
If your term sheet doesn't require an independent, you can still add one. The lead will usually agree because it normalizes the board for them too.
Compensation: what to offer
Standard independent director comp at Series A scale:
- Equity: 0.5–1.0% common stock, 4-year vesting, monthly, 12-month cliff. Higher end for very senior people you really want.
- Cash: $0–$50K/year. At seed/A, most independents accept equity-only. By Series B, cash becomes more common.
- Expenses: travel and reasonable expenses reimbursed.
If you're hiring a high-profile independent (ex-CEO of a public company), expect to pay materially more. They are valuable and they know it.
Board cadence and what to bring to meetings
Quarterly is the floor. Most healthy seed and Series A companies meet monthly for the first year post-Series A, then move to quarterly once cadence is established and growth normalizes.
A working agenda template (for ~90-minute meetings):
Send the pre-read 48 hours before the meeting, not the morning of. Investors will read it on the plane to their next meeting. If you give them no time, you'll waste the first 30 minutes recapping.
What founders trade away unnecessarily
- Veto rights on executive hires. Some leads will ask. Refuse politely; this is operational territory.
- Approval of contracts above $X. Acceptable at very late stages or for regulated industries; not for software companies pre-Series B.
- Compensation review for the CEO at the board level. Acceptable, but only at the **board level**, never via individual investor approval. CEO comp is usually set by the comp committee (3 directors), not the full board.
Bad protective provisions create friction in routine operating decisions. Good protective provisions cover capital structure and exits. Hold the line.
The board you want in two years
If you're at Series A today, the board you should be working toward by Series B looks like:
- Two founders.
- One Series A lead.
- One Series B lead (will join at that round).
- One senior independent (operator, hired by year one).
Five members, two founders, two investors, one neutral. That's the structure that holds up under pressure. Building toward it deliberately is much easier than fixing it later.