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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
Bird’s SPAC Deal is Done: First Day on the NYSE Ends Virtually Flat
02:36 PM | November 05, 2021
Bird, the Santa Monica-based firm that makes and rents electric scooters, ended its first full day as a publicly traded company with its stock price up by a fraction of a percent at $8.40 per share.
By merging with Switchback II, a special purpose acquisition company, Bird skipped the traditional IPO process to list on the New York Stock Exchange. Now closed, the deal put a combined $414 million in cash and credit at the scooter company's disposal — minus fees related to the merger, Bird said on Friday.
The SPAC deal originally valued Bird at around $2.3 billion.
Now trading under the ticker "BRDS," Bird CEO Travis VanderZanden said in a statement that the funds will fuel its growth and further its mission of providing "environmentally friendly transportation for everyone." Bird plops rentable scooters on sidewalks in more than 350 cities.
Bird's revenue plummeted at the onset of the pandemic, as lockdowns confined commuters to their homes, but the company recently reported a rebound in revenue and declining losses for its second fiscal quarter of 2021.
While Bird leads the pack on scooter rentals, its competitor Lime revealed today that it raised $523 million from investors ahead of a possible public debut next year.
Why "BRDS"? Earlier this week, footwear company Allbirds started trading on the Nasdaq exchange under the symbol "BIRD," perhaps beating Bird to the punch. Bird did not immediately respond to a request for comment.
Friday energy Today was electric for the @BirdRide listing Come take a ride behind the scenes of all the action $BRDSpic.twitter.com/9KMjBLzpHP— NYSE \ud83c\udfdb (@NYSE \ud83c\udfdb) 1636137781
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Harri Weber
Harri is dot.LA's senior finance reporter. She previously worked for Gizmodo, Fast Company, VentureBeat and Flipboard. Find her on Twitter and send tips on L.A. startups and venture capital to harrison@dot.la.
More SPAC Action: Tech Company Using Gravity to Store Energy Inks $1.6 Billion Deal
12:56 PM | September 09, 2021
Energy Vault, a startup that uses gravity and composite blocks heavier than a school bus to store renewable energy, plans to go public in a $1.6 billion merger with a special purpose acquisition company (SPAC).
The combined entity — consisting of the Westlake Village, Calif.-based clean energy startup and a shell company called Novus Capital Corp. II — aims to list on the New York Stock Exchange under the ticker "GWHR." The companies expect the deal to close during the first quarter of 2022.
Energy Vault's tech was developed to help utilities "solve the problem of power intermittency that is inherent with wind and solar energy generation," said Robert Piconi, the clean energy company's CEO and co-founder in an announcement of the deal.
In its search for a business to take public, Novus CEO Robert Laikin said the blank-check firm "looked at over 100 companies."
Earlier this year, another SPAC set up by Laikin took AppHarvest public. The firm builds gigantic greenhouses and was at one point valued at $1 billion. AppHarvest's market cap currently hovers around $770 million.
These mergers are part of a larger trend that has drawn scrutiny from regulators, shareholders and lawmakers alike. Sen. John Kennedy introduced a bill earlier this year that would force SPACs to be more transparent with investors. "It's right and fair that a SPAC should disclose how its sponsors get paid and how that affects the value of its public shares," the Senator argued. "The Sponsor Promote and Compensation Act would require this kind of transparency," he added.
What is a SPAC?
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