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How To Structure Your Board: From Pre-Seed to IPO
Spencer Rascoff
Spencer Rascoff serves as executive chairman of dot.LA. He is an entrepreneur and company leader who co-founded Zillow, Hotwire, dot.LA, Pacaso and Supernova, and who served as Zillow's CEO for a decade. During Spencer's time as CEO, Zillow won dozens of "best places to work" awards as it grew to over 4,500 employees, $3 billion in revenue, and $10 billion in market capitalization. Prior to Zillow, Spencer co-founded and was VP Corporate Development of Hotwire, which was sold to Expedia for $685 million in 2003. Through his startup studio and venture capital firm, 75 & Sunny, Spencer is an active angel investor in over 100 companies and is incubating several more.
Properly structuring your board of directors can be one of the most important factors in the overall success of a company. As we learned in my last article about why a startup needs a board, the best way to avoid early mistakes at a startup is to surround yourself with experienced people who can provide mentorship and advice.
So, what should you focus on when building a board? You’ll want to start with a solid base and grow from there. As your company shifts, pivots and gains new funding, your board should too. Take a look at how your board may shift throughout the stages of capital-raising:
Pre-Seed Stage
At the very early stages of a company, there usually isn’t even a board of directions. Once you raise any capital, even if it’s from the family and friends round, it makes sense from a governing and legal standpoint to create a board. At this point as founder, you or you and your co-founder are the board. By the time you’ve raised early capital, you should have an idea of three to five other members you may want on the board for support and advice so you can incorporate the company. Remember that whoever the lead investor is in your next stage will want a seat at the table, so be sure that seat is saved.
Series A Stage
By the Series A, you should have around three directors on your board. This again includes the co-founders and now the Series A investor. The lead investor is normally someone who is serving on several boards at the same time, so they aren’t readily available for the everyday workings of the company. They’ll primarily bring financial advice to your business as you begin to see revenue growth.
At this stage, some companies will consider adding an independent director to the board. While this isn’t completely necessary, it can be very helpful for your company’s early development.
Series B Stage
Now at the Series B stage, you should start to see growth in the company. After adding on an investor from the Series B, your board should consist of the two founders and the two venture capitalists, and perhaps your independent director
This is an important time to add an independent director to your board if you haven’t already. This fifth member should be someone who can serve as a peer operator such as another CEO or executive in a related industry, and not just another investor. For example, maybe the company needs to hire a sales team but doesn’t know where to start. It would make sense to add a CRO (chief revenue officer) who has experience in ad sales or digital media here. You’ll want someone who can bring the experience of building out a sales team in a related category or industry.
It’s also crucial to be considering the diversity of your board. Just like any team, diversity across backgrounds, experiences, skills, genders and race/ethnicity will help benefit the company’s success. Having a diverse board means you will be able to understand and target a wider audience. So far, it’s mostly been your experiences informing the company so having a different point of view could add something fresh that you would never have considered.
Series C Stage
At this point, your company has gotten a lot larger and you may be thinking about IPO readiness. You need to think carefully about what roles you’re adding to your board and who you have to fill them. Use these additions as solutions to the functional areas of your company. If you need someone who can provide more financial rigor and be a good partner to the CFO, consider a former accountant, investment banker or former CFO who would have that skill set. It’s all about fitting the puzzle pieces of your board members together.
You’ll also want to start to think about different board committees such as nominating, executive, audit or compensation committees. When developing these committees, you should aim to have two to four board committees with two to three people each. They should have different regulations and the independence required to fulfill their purpose.
Lastly, adding more independent directors is also a wise decision at this stage.
Going Public
If you’re about to go public, it’s time to look at those already on the board. It’s normal at this stage for changes and turnover to arise such as your Series A investor opting out of sitting on a public board. As things shift around, continue to consider the diversity of the board heavily.
I was recently brought onto the board of Varo Bank despite the fact that I have very little experience in fintech and banking. In addition to a wide range of backgrounds, Varo’s board also features a wide range of skills across marketing, audit, operations and more. So although I have little experience in banking, Varo was looking for someone to help scale the company and build the brand. As someone who has built a huge consumer brand and taken companies public before, I fit the bill.
The same goes for Zulily when I joined their board in 2013. At the time, most of the board consisted of people with retail experience and early venture capital investors. They didn’t have the operational experiences of CEOs who had already scaled companies and taken them public so I was brought on.
Building a board is not a one-size-fits-all process. As a board’s needs change or priorities shift, new board members can be recruited to fulfill the new needs or goals. No matter what stage of development your company is at, it’s vital that you have the experience, skills and diversity on your board to ensure that your company will continue to develop and grow.
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Spencer Rascoff
Spencer Rascoff serves as executive chairman of dot.LA. He is an entrepreneur and company leader who co-founded Zillow, Hotwire, dot.LA, Pacaso and Supernova, and who served as Zillow's CEO for a decade. During Spencer's time as CEO, Zillow won dozens of "best places to work" awards as it grew to over 4,500 employees, $3 billion in revenue, and $10 billion in market capitalization. Prior to Zillow, Spencer co-founded and was VP Corporate Development of Hotwire, which was sold to Expedia for $685 million in 2003. Through his startup studio and venture capital firm, 75 & Sunny, Spencer is an active angel investor in over 100 companies and is incubating several more.
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Kore Infrastructure Is Turning Waste Into Clean Energy in Downtown LA
09:37 AM | April 12, 2022
Courtesy of Kore Infrastructure
Hydrogen accounts for roughly 70% of all matter in the universe—and these days, it seems that hydrogen power startups account for about the same share of emerging green-tech companies in California. But while the space is replete with big dreams using hydrogen to power planes, cars, buildings and more, most companies are still years away from finishing a prototype—let alone building a plant or going to market.
Not so for Kore Infrastructure. The energy startup is already online at its plant in Downtown Los Angeles, where it’s converting tons of waste into hydrogen, biogas, natural gas and carbon char every day.
The idea behind Kore’s technology is similar to that of other companies also deploying the process known as pyrolysis: You take organic waste like deadwood and brush, heat them in a low oxygen environment at a very high temperature, and collect the gasses and carbon char left over. When all goes well, this avenue of hydrogen production can be carbon negative, meaning that CO2 is removed from the carbon cycle that usually sees it burned into the atmosphere.
When a pile of manure is left in a field, for instance, it naturally converts into methane and CO2—two greenhouse gasses that warm the planet. But if the manure is fed into a pyrolysis machine, about half of that carbon is converted into solid carbon, also called char. In this form, the carbon atoms can’t be broken down by microbes and released as CO2. The element is then sequestered as a solid, and its potential to warm the atmosphere is eliminated.
Now, after 14 years of quietly developing and building its technology, Kore is coming out of stealth mode and ready to start selling its pyrolysis machines to practically anybody looking to process organic waste. The company’s machines can handle a variety of inputs—from nut shells, agricultural tree prunings and biosolids to construction and demolition waste.
“The big differentiator with Kore is having steel on the ground, having something operational, having something to show,” Kore founder and executive chairman Cornelius Shields told dot.LA. “If you're going to build these types of facilities, you have to go through a lot of pain.”
Part of the reason that Kore suddenly seems to be at the forefront of the pyrolysis race is that it’s had a considerable head start. The company has been quietly operating since 2008 and built its first full-scale pyrolysis machine in 2015. These machines are massive, occupying a real estate footprint of close to an acre; to the untrained eye, they look like an unholy amalgamation of pipes, tanks and valves. At maximum capacity, one of the machines can process 24 tons of feedstock per day to produce 1,000 kilograms of green hydrogen and six tons of solid carbon char.
Kore Infrastructure's pyrolysis machines in Downtown L.A.Courtesy of Kore Infrastructure
Kore’s technology eventually drew the interest of SoCalGas, which provided a $1.5 million grant in 2017 that allowed the startup to begin setting up operations in Downtown L.A. By August 2021, the company had completed permitting and construction of the plant and began running its pyrolysis machine as a proof of concept for commercial applications.
“We have been pretty quiet,” Shields said. “As a founder, I just wanted to make sure that we were ready [and] that the technology was working before we came to market—that we knew we had real data, and it just wasn't a hope and a prayer.”
While Kore is still coy on its exact business strategy going forward, Shields says it's fair to estimate that a pyrolysis machine will cost up to tens of millions of dollars to purchase. That’s not a small chunk of change—but compared to the cost of building a full pyrolysis plant, which can cost $100 million or more, Kore thinks it may be able to entice buyers.
“We're selling modular systems to industry,” according to Shields. “That kind of scaling is far faster because an industrial client can say, ‘Okay, let's do two modules to start. Let's see how that goes, and then we can add other modules.’”
Pyrolysis’ appeal is bolstered by financial incentives like the California’s Low Carbon Fuel Standard (LCFS) tax credits and the federal 45Q tax credit, which award companies for saving and sequestering carbon emissions. Then there’s the hydrogen itself, which currently costs about $10 per kilogram at the gas pump if you drive a hydrogen car. And even the char left over from the process is valuable: The solid carbon can be used in fertilizers and to strengthen concrete, but it can also be burned as a coal substitute. (Obviously, burning the char undoes all the hard work of sequestering the carbon in the first place—but for hard-to-decarbonize industries like steel and cement production, a carbon-neutral fuel source is a massive improvement over coal.)
“We can decarbonize transportation fuels in the state [and] decarbonize the supply chain for natural gas—and then use the same technology to make hydrogen as demand for that ramps up,” Kore executive vice president Steve Wirtel told dot.LA. It’s this sort of double-edged benefit that makes Kore’s technology exciting for Wirtel: Pyrolysis converts carbon that would otherwise warm the planet into a coal substitute, and produces green hydrogen in the process.
Given those multiple revenue streams, pyrolysis is becoming an increasingly attractive waste disposal avenue, and Kore is hoping to have its first commercial machine sold and delivered to a customer by the end of this year. The company is also looking to raise an “institutional round of capital,” Shields said, citing interest from private equity investors.
He added that Kore is already drawing international interest in its technology, but is planning to stay conservative for the time being and focus on scaling locally—part and parcel of the slow and deliberate pace that’s served the company well to this point.
“There's so much opportunity in our backyard in California, that's where we're going to stay for now,” Shields said.
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David Shultz
David Shultz reports on clean technology and electric vehicles, among other industries, for dot.LA. His writing has appeared in The Atlantic, Outside, Nautilus and many other publications.
‘Don’t Lose the Stupid Way’: Melin Hats Co-Founder Brian McDonell on Building a Business
09:33 AM | June 07, 2022
Courtesy of Brain McDonell.
Brain McDonell didn’t have the stereotypical rags-to-riches story.
On this episode of PCH Driven, the Melin Hats co-founder joins the show to talk about losing everything, working when he was young and how he built his company.
With his dad as a successful entrepreneur, an 11-year-old McDonell got to experience family vacations at ski resorts and having family outings in Cabo, Mexico. But that all changed when his father’s business went bankrupt and the family was forced to sell off everything.
“I remember going to my parents at one point and saying, I want to go to the movies, and I would just go to them expecting to get some money… And my mom put her head down, she goes, ‘We're not going to have money for a while’,” said McDonell.
Without totally understanding what had happened, McDonell promised he would never let this happen to his family again; he began hustling.
Today, McDonell is the co-founder of a premium baseball hat company called Melin Hats.
His idea came out of a problem that bedevils baseball cap wearers: the funky smell and sweat stains that accompany heavy use.
“I really want to solve [problems] like the sweat stains and like the product integrity of the shape… that basically we could make the hat stay looking and smelling and feeling new, much, much longer,” said McDonell.
Building in features like a moisture-wicking lining that would actually draw the sweat off your forehead.
McDonell said he wasn’t always the smartest or most athletic person in the room, but he was always careful with his decisions and did everything possible to reduce risk, including vetting everyone he works with.
“Don't lose the stupid way,” he advised. “If the business idea was wrong. Fine. Be judged for that. But don't die off in some random, silly circumstance,” said McDonell.
Now a father, McDonell thinks often about what he’d want his own son to learn from him. He acknowledged that making a business will always come with many challenges, but he hopes those will become teachable moments.
“I think just having the aptitude to understand that everything in life is within our control, so long as we're committed to the outcome that we desire, and how [we] treat people.”
Subscribe to PCH Driven on Apple, Stitcher, Spotify, iHeart, Google or wherever you get your podcasts.
dot.LA Engagement Fellow Joshua Letona contributed to this post.
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Jamie Williams
Jamie Williams is the host of the “PCH Driven” podcast, a show about Southern California entrepreneurs, innovators and its driven leaders on their road to success. The series celebrates and reveals the wonders of the human spirit and explores the motivations behind what drives us.
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