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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
CrowdStrike CEO Says He Regrets Not Firing People Quicker
03:10 PM | March 04, 2020
Ben Bergman/dot.LA
George Kurtz, co-founder and CEO of the cloud-native endpoint security platform CrowdStrike, says executives should be obsessed with culture. Everyone below him must be fanatical about customer success and outcome and if they aren't fitting in, they need to go quickly. It's one of the biggest lessons he's learned as CEO.
"Not one time have I regretted firing someone too fast," Kurtz told a lunchtime crowd at the first day of the Montgomery Summit in Santa Monica. "It's that I waited too long."
Kurtz founded the company in Sunnyvale, CA, in 2011 and it went public last year. He was joined on a panel by John Chambers, the former executive chairman and CEO of Cisco Systems, who said he bought 180 companies during his tenure. But he did not acquire a company that was not a very close cultural fit.
"I walked on one of the bigger acquisitions we were going to do," Chambers said. "Culture is as important as strategy and vision and I did not understand that when I was a young CEO."
Chambers said he was proud of Cisco's 95% employee retention rate when he was CEO, which is well above the industry average. He oversaw a rigorous hiring process to make sure candidates were right.
"If you're not interviewing through 10 people, you're not doing the screening process properly," Chambers said.
If an executive wanted to jump to a competitor, he would try to find out what was at the root of someone's unhappiness. The number one factor: Dissatisfaction with their immediate supervisor.
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Ben Bergman
Ben Bergman is the newsroom's senior finance reporter. Previously he was a senior business reporter and host at KPCC, a senior producer at Gimlet Media, a producer at NPR's Morning Edition, and produced two investigative documentaries for KCET. He has been a frequent on-air contributor to business coverage on NPR and Marketplace and has written for The New York Times and Columbia Journalism Review. Ben was a 2017-2018 Knight-Bagehot Fellow in Economic and Business Journalism at Columbia Business School. In his free time, he enjoys skiing, playing poker, and cheering on The Seattle Seahawks.
https://twitter.com/thebenbergman
ben@dot.la
Prep Apparel Brand Johnnie-O Lands $108M Investment
04:05 PM | April 27, 2022
Courtesy of johnnie-O
Santa Monica-based men's apparel brand Johnnie-O—which markets casual West Coast-style apparel, right down to its surfer logo—has brought on its first institutional investors to help propel its growth.
Earlier this week, the brand announced it had secured a $108 million investment from Los Angeles-based Ares Management as well as Wasatch Global Investors, giving the private equity firms a minority stake in the company.
"We are delighted to partner with such high caliber firms as Wasatch and Ares as we continue to grow our brand and community and build the next great iconic American brand," Dave Gatto, CEO of Johnnie-O, said in a press release.
John O'Donnell, the brother of Hollywood actor Chris O’Donnell, first launched the company in 2005. Johnnie-O started off selling preppy polo shirts but has since branched off into a whole range of casual men's apparel, drawing fans like former NFL quarterback Drew Brees and "Entourage" actor Adrian Grenier.
“You’ve seen these other brands that have had a meteoric growth because X, Y, Z celebrity wore it. But down to the actual product line, it wasn’t all that great and it crashed just as fast as it rose,” John O'Donnell told the Hollywood Reporter in 2015. “The celebrity has been a bonus for us. Of course, I lean on my brother Chris, but I never lean on him too much because I don’t want it to be too contrived.”
Johnnie-O said its sales increased more than 80% in 2021. Last year, the brand opened up its first U.S. brick-and-mortar retail store in Forth Worth, Texas, and has since expanded to three more locations in Newport, R.I., Scottsdale, Ariz., and Miramar Beach, Fla.
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Decerry Donato
Decerry Donato is a reporter at dot.LA. Prior to that, she was an editorial fellow at the company. Decerry received her bachelor's degree in literary journalism from the University of California, Irvine. She continues to write stories to inform the community about issues or events that take place in the L.A. area. On the weekends, she can be found hiking in the Angeles National forest or sifting through racks at your local thrift store.
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