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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
Why This Monk-Turned-Entrepreneur Is Betting His NFT Lounge Can Survive the FTX Fallout
05:00 AM | February 15, 2023
Photo: Rafi Lounge
Set in the foothills of Eastern Malibu across the street from Robert de Niro’s Nobu, the Rafi Lounge, a NFT-powered wellness center and coworking space, somehow looks like both a beachfront country club and a swank monastery. On a clear day, you can see Catalina Island across the ocean. The sign above the entrance says, “Welcome, please allow us to reintroduce you to yourself.”
Pushing through the braided rope entryway and passing a tranquil stone Buddha head waterfall, I arrived just after a yoga class former playboy model-turned “Dancing With the Stars” host Brooke Burke finished. The central open space that usually houses yoga mats or stationary bikes has been cleared off, and the giant projection screen behind the small stage is playing a tranquil plant video – an hour earlier, a larger-than-life Burke was on it helping clients “booty burn.”
The building – which used to belong to a venture capital firm – has been totally transformed to look like nature’s reclaimed it, dotted with lemon trees and cloaked in ornamental faux grass carpeting. Buddha statues are in every corner, some larger than five feet. On the way to one yoga room, there’s a small shop selling pricey essential oils, Rafi Lounge merch, and CBD gummies. On the wall of the shop hang three breathtakingly detailed portraits of indigenous peoples made by the founder with charcoal. There’s some construction ongoing, as they’re converting former corner offices into hot yoga saunas and a spa.
On the day of my visit, the place is bustling with staff who are lugging boxes of Himalayan salt panels to install in the hot yoga room. Israeli-born Kung-Fu master and former monk Rafi Anteby, the founder of the eponymously named space, tells me that after our chat he plans to paint them all black to match the walls. No detail is too small to notice, something evident in his Mandala work.
Rafi Lounge founder, Rafi Anteby, pictured here with his Mandala and sand collections. Photo: Rafi Lounge
The Rafi Lounge opened last year on November 10—the day before crypto exchange FTX went bankrupt. “Everyone said Rafi, go into a shutdown, don’t do it,” Anteby said. “I said I can't, because I pre-sold to members and I promised them [the launch is] what will happen.”
Still, Anteby felt he couldn’t renege on his promise to open the lounge to those who did buy in, so he forged ahead. So, what do NFTs have to do with a wellness center?
Each, according to Anteby, corresponds to a level of access. The least expensive, Unity, is the lowest tier and gives holders access to virtual classes. The second tier, Mindful, encompasses physical and virtual access to the Lounge. And the highest tier selling for $5,500, Awakened, are the ones Rafi is selling individually that act as an all-access pass to the Lounge and its benefits and events (including, Anteby said, “spiritual yacht parties”). Both Mindful and Awakened NFTs are lifetime memberships to Rafi Lounge, and include free access to annual retreats it hosts.
But facing the changing seasons of the crypto market and unwilling to sacrifice his brand by letting the Rafi Lounge tokens be resold to oblivion on public markets, Anteby took the drastic step to control his NFT inventory – buying up the remainder a mere day after the minting.
Anteby admitted he “lost a quarter of a million dollars” between creating and buying the NFTs back. But he said it was worth it: “I'm going to take each because I want to control who's coming to my lounge. I want to know that they will be my advocates as well.”
A view of the Rafi Lounge in the afternoon, before a yoga class. Photo: Rafi Lounge
Currently, there are 100 members, 55 of which are lifetime NFT holders. The 6,000 square-foot rooftop lounge is also open to the public. Which is to say, anyone can buy a 10-day pass for $250, pay the $40 fee for individual classes or come to public events. One of those people is Amie Yaniak who was diagnosed with stage four cancer last May that has since metastasized into her bones.
“I’ve never been anywhere like this. This was the first class I’ve done since the cancer, and it was just so cleansing,” Yaniak says. While she’s not a member, Yaniak told me she was interested in returning for more classes.
In addition to people like Yaniak, Anteby is also curating a more select crowd of well-to-do celebrities that can act as brand ambassadors for the lounge. He said he wants it to be a sort of more laid-back SoHo house, where top minds converge on the Pacific Ocean to make deals and network. Some of the names dropped during my tour of the property included Jamie Foxx (who Anteby calls a good friend), Chris Noth, Gladys Knight, and Equinox co-founder Lavinia Errico, whom I actually briefly met, since she’s a member of the Lounge’s advisory board.
The lounge's entryway and check-in. Photo: Samson Amore
As Tame Impala wafts from the lounge’s speakers, Anteby tells me stories of getting Taoist monks drunk at karaoke bars and studying medical qigong and tai chi in China. Anteby hung the intricate mandalas on the walls of a yoga room and he says they take around two years to complete as he carefully places individual grains of sand and uses tree sap to preserve their form. The mandalas are meant to be a contemplation of man’s relationship with nature, which is partly why Anteby designed the NFT versions of them to resemble a sort of elemental fusion that combines water, fire and earth.
Owning an NFT also corresponds to owning a fraction of the Malibu Mandala Rafi made that hangs in the lounge.
Anteby, right, speaks with a partner at his lounge in Malibu.Photo: Samson Amore
While Anteby admits the launch hasn’t netted him any profits yet and said he’s out around $1 million launching the place, he’s determined to turn the Rafi Lounge into a franchise and has plans to open future locations in other cities big into tech and wellness like Miami, Scottsdale, Ariz., Newport Beach, and Austin.
Besides the obvious cases like Yaniak’s, Anteby said he thinks the larger tech community needs a breather. “They all have digital burnout,” he said. “It's more than just me helping you to breathe. You need to take care of yourself, and here people do that all the time.”
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Samson Amore
Samson Amore is a reporter for dot.LA. He holds a degree in journalism from Emerson College. Send tips or pitches to samsonamore@dot.la and find him on Twitter @Samsonamore.
https://twitter.com/samsonamore
samsonamore@dot.la
The Learning Perv: How I Learned to Stop Worrying and Love Lensa’s NSFW AI
01:09 PM | December 09, 2022
Drew Grant
It took me 48 hours to realize Lensa might have a problem.
“Is that my left arm or my boob?” I asked my boyfriend, which is not what I’d consider a GREAT question to have to ask when using photo editing software.
“Huh,” my boyfriend said. “Well, it has a nipple.”
Well then.
I had already spent an embarrassing amount of money downloading nearly 1,000 high-definition images of myself generated by AI through an app called Lensa as part of its new “Magical Avatar” feature. There are many reasons to cock an eyebrow at the results, some of which have been covered extensively in the last few days in a mounting moral panic as Lensa has shot itself to the #1 slot in the app store.
The way it works is users upload 10-20 photos of themselves from their camera roll. There are a few suggestions for best results: the pictures should show different angles, different outfits, different expressions. They shouldn’t all be from the same day. (“No photoshoots.”) Only one person in the frame, so the system doesn’t confuse you for someone else.
Lensa runs on Stable Diffusion, a deep-learning mathematical method that can generate images based on text or picture prompts, in this case taking your selfies and ‘smoothing’ them into composites that use elements from every photo. That composite can then be used to make the second generation of images, so you get hundreds of variations with no identical pictures that hit somewhere between the Uncanny Valley and one of those magic mirrors Snow White’s stepmother had. The tech has been around since 2019 and can be found on other AI image generators, of which Dall-E is the most famous example. Using its latent diffusion model and a 400 million image dataset called CLIP, Lensa can spit back 200 photos across 10 different art styles.
Though the tech has been around a few years, the rise in its use over the last several days may have you feeling caught off guard for a singularity that suddenly appears to have been bumped up to sometime before Christmas. ChatGPT made headlines this week for its ability to maybe write your term papers, but that’s the least it can do. It can program code, break down complex concepts and equations to explain to a second grader, generate fake news and prevent its dissemination.
It seems insane that when confronted with the Asminovian reality we’ve been waiting for with either excitement, dread or a mixture of both, the first thing we do is use it for selfies and homework. Yet here I was, filling up almost an entire phone’s worth of pictures of me as fairy princesses, anime characters, metallic cyborgs, Lara Croftian figures, and cosmic goddesses.
And in the span of Friday night to Sunday morning, I watched new sets reveal more and more of me. Suddenly the addition of a nipple went from a Cronenbergian anomaly to the standard, with almost every photo showing me with revealing cleavage or completely topless, even though I’d never submitted a topless photo. This was as true for the male-identified photos as the ones where I listed myself as a woman (Lensa also offers an “other” option, which I haven’t tried.)
Drew Grant
When I changed my selected gender from female to male: boom, suddenly, I got to go to space and look like Elon Musk’s Twitter profile, where he’s sort of dressed like Tony Stark. But no matter which photos I entered or how I self-identified, one thing was becoming more evident as the weekend went on: Lensa imagined me without my clothes on. And it was getting better at it.
Was it disconcerting? A little. The arm-boob fusion was more hilarious than anything else, but as someone with a larger chest, it would be weirder if the AI had missed that detail completely. But some of the images had cropped my head off entirely to focus just on my chest, which…why?
According to AI expert Sabri Sansoy, the problem isn’t with Lensa’s tech but most likely with human fallibility.
“I guarantee you a lot of that stuff is mislabeled,” said Sansoy, a robotics and machine learning consultant based out of Albuquerque, New Mexico. Sansoy has worked in AI since 2015 and claims that human error can lead to some wonky results. “Pretty much 80% of any data science project or AI project is all about labeling the data. When you’re talking in the billions (of photos), people get tired, they get bored, they mislabel things and then the machine doesn’t work correctly.”
Sansoy gave the example of a liquor client who wanted software that could automatically identify their brand in a photo; to train the program to do the task, the consultant had first to hire human production assistants to comb through images of bars and draw boxes around all the bottles of whiskey. But eventually, the mind-numbing work led to mistakes as the assistants got tired or distracted, resulting in the AI learning from bad data and mislabeled images. When the program confuses a cat for a bottle of whiskey, it’s not because it was broken. It’s because someone accidentally circled a cat.
So maybe someone forgot to circle the nudes when programming Stable Diffusion’s neural net used by Lensa. That’s a very generous interpretation that would explain a baseline amount of cleavage shots. But it doesn’t explain what I and many others were witnessing, which was an evolution from cute profile pics to Brassier thumbnails.
When I reached out for comment via email, a Lensa spokesperson responded not by directing us to a PR statement but actually took the time to address each point I’d raised. “It would not be entirely accurate to state that this matter is exclusive to female users,” said the Lensa spokesperson, “or that it is on the rise. Sporadic sexualization is observed across all gender categories, although in different ways. Please see attached examples.” Unfortunately, they were not for external use, but I can tell you they were of shirtless men who all had rippling six packs, hubba hubba.
“The stable Diffusion Model was trained on unfiltered Internet content, so it reflects the biases humans incorporate into the images they produce,” continued the response. Creators acknowledge the possibility of societal biases. So do we.” It reiterated the company was working on updating its NSFW filters.
As for my insight about any gender-specific styles, the spokesperson added: “The end results across all gender categories are generated in line with the same artistic principles. The following styles can be applied to all groups, regardless of their identity: Anime and Stylish.”
I found myself wondering if Lensa was also relying on AI to handle their PR, before surprising myself by not caring all that much. If I couldn’t tell, did it even matter? This is either a testament to how quickly our brains adapt and become numb to even the most incredible of circumstances; or the sorry state of hack-flack relationships, where the gold standard of communication is a streamlined transfer of information without things getting too personal.
As for the case of the strange AI-generated girlfriend? “Occasionally, users may encounter blurry silhouettes of figures in their generated images. These are just distorted versions of themselves that were ‘misread’ by the AI and included in the imagery in an awkward way.”
So: gender is a social construct that exists on the Internet; if you don’t like what you see, you can blame society. It’s Frankenstein’s monster, and we’ve created it after our own image.
Or, as the language processing AI model ChatGPT might put it: “Why do AI-generated images always seem so grotesque and unsettling? It's because we humans are monsters and our data reflects that. It's no wonder the AI produces such ghastly images - it's just a reflection of our own monstrous selves.”
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Drew Grant
Drew Grant is dot.LA's Senior Editor. She's a media veteran with over 15-plus years covering entertainment and local journalism. During her tenure at The New York Observer, she founded one of their most popular verticals, tvDownload, and transitioned from generalist to Senior Editor of Entertainment and Culture, overseeing a freelance contributor network and ushering in the paper's redesign. More recently, she was Senior Editor of Special Projects at Collider, a writer for RottenTomatoes streaming series on Peacock and a consulting editor at RealClearLife, Ranker and GritDaily. You can find her across all social media platforms as @Videodrew and send tips to drew@dot.la.
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