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Why a Startup Needs a Board: The Why and How of Constructing a Board Early
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.
If your business is a corporation, you are required by law to have a board of directors. For many startups, it can seem like just an option. However, there are many reasons startups should aim to form their own board of directors early in their lifecycle.
Does Your Startup Need a Board of Directors?
Yes. Even for experienced founders, a new company comes with new challenges — and an opportunity to make all new mistakes. For first-time founders, you don’t know what you don’t know. The best way to avoid many of these mistakes is to surround yourself with experienced counsel, and a board is a way to formalize that. The primary job of a board of directors is to look out for shareholders' interests, oversee corporate activities, assess performance, assess the CEO and senior management and give feedback about the future direction of the company. Your board should help provide advice and mentorship from people who have been there, done that.
When Should Your Startup Form a Board?
As you start to think about your board as founder and/or CEO, the board can initially be as small as just one director: you.
As the startup grows and evolves over funding rounds, you should expand and include more members. The most standard time to form a board is after the Series A funding round, but some startups choose to after the seed round. Typically, the board expands as the company does from two to three directors (including the CEO) around the Series A, to five to seven directors when the company is in the Series C/D stage to seven to nine directors as it is preparing to go public.
I prefer boards on the smaller side because they can be more collaborative and interactive, but as you create board committees, you will need a larger board in order to have two to three directors on each committee.
Who Should Serve On Your Startup's Board?
One of the best ways to fill a board of directors is to find the people you wish you could hire but may be in positions where it’s not really feasible. For a startup, you should aim for a board with three to five directors. This should include one or more in each of the following categories: the founder, an investor in the company and an independent director.
You’ll want to have some of your investors on the board because they are the ones most rooting for and affected by the financial success of the company. This will also allow them a small measure of control and visibility into the company's progress. Keep in mind it’s important to keep cultivating these relationships for when you need to raise capital down the road.
Additionally, it’s important to have one or more independent directors — a person who is neither an employee nor an investor in the company — on the board early. Ideally, you’ll be able to find another founder, peer, colleague or acquaintance who has been in your seat before and can bring a clear, objective perspective to board discussions. A trusted independent director can let you know if you’re missing an opportunity or taking a step in the wrong direction. Plus, most importantly, help navigate the challenges that arise when the investor board directors may have a different perspective from or disagree with the operating board directors.
Lastly, the diversity of your board is also extremely important. Groups from different backgrounds, genders, races and perspectives make better decisions and improve business outcomes. I recently had a conversation with CNBC’s Julia Boorstin at the dot.LA Summit about this very thing.
A Board Success Story
Throughout my countless years working and growing with boards, I’ve had many opportunities to see just how important a good BoD is. A great example of when a board decision aided my company and me more than expected is from my time at Zillow.
Prior to 2008, investors were looking to invest more money into Zillow — which we didn’t need at the time. One of our board members, Bill Gurley, gave the great advice of “take the hors d'oeuvres when they’re being passed” or take the money when it’s being offered. We ended up taking on the new capital and it was good that we did. When the 2008 financial crisis hit, the extra capital allowed Zillow to weather the storm and take advantage of the moment to expand more aggressively when the market was up for grabs.
It’s small moments like this that led to bigger successes down the road and prove the importance of having a board early.
Final Thoughts
Your board of directors should help you navigate challenges and serve as a trusted sounding board (pun intended) when you need advice. Something most, if not all, founders know by now is that startups are dynamic and constantly evolving, so as your startup scales your board will too. And if you build the foundations of your board thoughtfully, it will aid your startup in the years to come.
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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.
https://twitter.com/spencerrascoff
https://www.linkedin.com/in/spencerrascoff/
admin@dot.la
Watch: Exploring Relativity Space With Tim Ellis and Spencer Rascoff
05:00 PM | April 28, 2020
dot.LA Co-founder and Executive Chairman Spencer Rascoff speaks with Relativity Space Co-Founder and CEO Tim Ellis about 3D printing in manufacturing, going to Mars, and the future of the new space race in the latest Strategy Session.
Strategy Session: Exploring Relativity Space With Tim Ellis and Spencer Rascoffwww.youtube.com
Tim Ellis
Tim Ellis is the co-founder and CEO of Relativity, the first autonomous factory and launch service for rockets. Relativity recently created the largest robotic metal 3D printer in the world and has tested our entirely 3D printed Aeon rocket engine over 180 times. Previously responsible for bringing metal 3D printing into Jeff Bezos' Blue Origin, and a propulsion development engineer on Crew Capsule RCS thrusters, BE-4, and New Glenn. Alumni of USC and played a leadership role in launching the first student designed and built rocket into near space. Testified to the US Senate on commercial space policy and is the youngest member on the National Space Council UAG by nearly 2 decades, and directly advises the United States White House on all space policy. Has spoken at numerous conferences including CBInsights Aha! and TEDx. Relativity is backed by Playground Global, Social Capital, Y Combinator, Mark Cuban, USC, and Stanford.
Spencer Rascoff
Spencer Rascoff is an entrepreneur and company leader who co-founded Zillow, Hotwire and dot.LA, and who served as Zillow's CEO for a decade. He is currently executive chairman of dot.LA and a board member at TripAdvisor. In the fall of 2019 Spencer was a Visiting Executive Professor at Harvard Business School where he co-taught the "Managing Tech Ventures" course. In 2015, Spencer co-wrote and published his first book, the New York Times' Best Seller "Zillow Talk: Rewriting the Rules of Real Estate." Spencer is the host of "Office Hours," a monthly podcast on dot.LA featuring candid conversations between prominent executives on leadership, diversity and inclusion, and startups.
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Annie Burford
Annie Burford is dot.LA's director of events. She's an event marketing pro with over ten years of experience producing innovative corporate events, activations and summits for tech startups to Fortune 500 companies. Annie has produced over 200 programs in Los Angeles, San Francisco and New York City working most recently for a China-based investment bank heading the CEC Capital Tech & Media Summit, formally the Siemer Summit.
http://www.linkedin.com/in/annieburford
annie@dot.la
Behind Her Empire Podcast: Real Talk On Building Family And Business with Ashley Merrill, Founder of Lunya
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Ashley Merrill, founder of Lunya, is a serial-entrepreneur and investor whose personal mission is to elevate and empower women and girls.
In 2012, Merrill started business school and in the same month realized she was pregnant with her first child. The news lit a now-or-never fire and pushed her to overcome her fears and launch the company she had been thinking about for years: Lunya, a luxury sleepwear line that provides confidence to the modern woman.
On this episode of the Behind Her Empire podcast, we have an honest conversation about why we need more successful women in business, what the journey was like starting a high-growth company while raising two young kids and the importance of partnership in marriage.
Ashley is also the chairwoman of Outdoor Voices, an activewear brand; founder of Lahgo, a men's luxury sleepwear line and her newest project, the Deep, a platform for curious people that aims to change the way we have conversations with each other.
Want more? Subscribe to Behind Her Empire on Stitcher, Apple Podcasts, Spotify iHeart Radio or wherever you get your podcasts.
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Yasmin Nouri
Yasmin is the host of the "Behind Her Empire" podcast, focused on highlighting self-made women leaders and entrepreneurs and how they tackle their career, money, family and life.
Each episode covers their unique hero's journey and what it really takes to build an empire with key lessons learned along the way. The goal of the series is to empower you to see what's possible & inspire you to create financial freedom in your own life.
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