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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/
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🔦 Spotlight
Hey LA,
This week’s most interesting story isn’t a flashy new feature, it’s a quieter flex: Snapchat is getting people to pay for Snapchat, on purpose.
Snap just proved “free app” isn’t the only business model
Snap says its direct revenue business is now running at a $1B annualized pace, with 25M+ subscribers paying across a growing menu of products like Snapchat+, Lens+, Snapchat Premium, and Memories Storage Plans. That matters because it’s not just a nice add-on to ads, it’s a different kind of relationship with users. Ads monetize attention. Subscriptions monetize intent.
And intent is sticky. If someone pulls out a card for you, they don’t churn the way an algorithm does.
Creator Subscriptions are the real tell
Snap is also launching Creator Subscriptions, starting with an alpha on February 23 for select U.S. creators, then expanding to Snap Stars in Canada, the U.K., and France in the following weeks. The offer is straightforward: subscriber-only Stories and Snaps, priority replies, and an ad-free experience inside that creator’s Stories.
The strategic move is even simpler. Snap wants “paying for closeness” to happen inside Stories and Chat, not on some external membership page. If they get that right, creators stop treating Snapchat as just a top-of-funnel channel and start treating it like a place to actually monetize their audience. Snap, meanwhile, gets a revenue stream that doesn’t care what CPMs are doing this quarter.
Meanwhile, IRL: lululemon’s Studio Yet.
Lululemon’s Studio Yet. pop-up is running Feb. 18 through March 8 at 8175 Melrose Ave. It’s a ticketed, limited-capacity lineup of workouts and community programming, with proceeds (less fees) supporting BlacklistLA.
Keep scrolling for the latest LA venture rounds, fund news and acquisitions.
🤝 Venture Deals
LA Companies
- Radiant announced a strategic investment from Lockheed Martin via Lockheed Martin Ventures, further oversubscribing the company’s current financing round. Radiant is developing its 1 MW Kaleidos portable nuclear microreactor and says it’s targeting a first reactor startup this summer at Idaho National Laboratory, with initial customer deployments planned for 2028. - learn more
- Mesh Optical Technologies announced it has raised over $50M, led by Thrive Capital, to scale production of its Alpha C1 optical transceiver, which converts electrical signals to light at 1.6 Tbps for AI data centers. The startup says its edge is manufacturing: it builds the optical engine using fast, repeatable flip-chip die bonding to make high-volume, U.S.-based production of optical links possible, backed by a team with experience from SpaceX and Intel.- learn more
LA Venture Funds
- Alexandria Venture Investments participated as an existing investor in Ten63 Therapeutics’ latest strategic financing, which also included participation from Morpheus Ventures and added new backers such as Chugai Venture Fund and the Gates Foundation, bringing total funding to more than $45M. Ten63 says it will use the capital to scale BEYOND, its AI-driven “Large Quantum Chemistry Model” platform for designing small-molecule drugs against historically “undruggable” targets, including programs in oncology and an HPV-focused effort supported by the Gates Foundation.- learn more
- B Capital participated in Code Metal’s $125M Series B, a round led by Salesforce Ventures that valued the company at $1.25B, alongside investors including Accel, J2 Ventures, Shield Capital, Smith Point Capital, and others.Code Metal says it will use the new capital to expand engineering, accelerate product development, grow government and commercial partnerships, and scale go-to-market for its “verifiable” AI code generation and translation platform used in mission-critical environments. - learn more
- Bonfire Ventures co-led Odynn’s $9.5M seed round alongside 8VC, with participation from Khosla Ventures and General Catalyst. Odynn says it’s building personalized AI infrastructure for travel companies, aiming to replace one-size-fits-all booking portals with dynamic experiences that tailor search, recommendations, and conversion flows to each traveler. - learn more
- MTech Capital led Qumis’s $4.3M oversubscribed seed round, which also brought in American Family Ventures as a new strategic investor and pushed total funding to $6.75M. The company says it’s building an attorney-trained AI platform for commercial insurance “coverage intelligence,” and will use the funding to expand go-to-market and deepen product capabilities as adoption grows among large brokers and carriers (including NFP). - learn more
- WndrCo participated in Mansa’s seed funding round, which the company says totaled $12M and was led by MaC Venture Capital. Mansa is now launching a vertical “micro-drama” format inside its app, debuting with the 27-episode original series The Heiress, The Baller & The Secret Society and positioning the feature as a mobile-first way to release serialized stories globally. - learn more
- Alpha Edison co-led Ownwell’s $50M Series B, with Wonder Ventures participating alongside investors including Mercato Partners, Intuit Ventures, Left Lane Capital, First Round Capital, Long Journey Ventures, and PROOF Fund. The round includes $30M in equity and $20M in debt financing from Western Alliance Bank, and Ownwell says it will use the capital to expand nationally and simplify the property-tax appeal process through a new “National Appeals Packet” product. - learn more
- Three Six Zero participated as an existing investor in Hook’s $10M Series A, which was led by Khosla Ventures with participation from Point72 Ventures, Imaginary Ventures, and Waverley Capital, bringing Hook’s total funding to $16M. Hook is an artist-first social platform that lets fans legally remix licensed songs using simple AI-powered tools and share them across social platforms, and it says the new capital will fund user growth plus product expansion like an Android app, richer creation formats, and deeper ecosystem integrations. - learn more
- Overture Ventures participated as an existing investor in Zero Homes’ $16.8M Series A, which was led by Prelude Ventures alongside SJF Ventures and the Exelon Foundation. Zero Homes says it’s using the funding to expand into new markets, broaden its home-upgrade offerings, and grow its contractor network, powered by a smartphone-based “digital twin” approach that produces upgrade designs and pricing remotely. - learn more
- Rebel Fund participated in Sphinx’s $7.1M seed round, which was led by Cherry Ventures alongside Y Combinator, Deel Ventures, and Singularity Capital. Sphinx is building browser-native compliance agents that work inside banks’ and fintechs’ existing tools to automate AML, KYC, and KYB work, with the new funding earmarked to scale that “agentic compliance workforce.” - learn more
- Matter Venture Partners led ChipAgents’ oversubscribed $50M Series A1, bringing total capital raised to $74M, with participation from existing investors Bessemer Venture Partners, Micron, MediaTek, and Ericsson. ChipAgents says it will use the new funding to scale its agentic AI platform for chip design and verification, expand engineering and research, and accelerate global deployment of multi-agent “chip teams,” alongside a new HQ buildout in Santa Clara. - learn more
- MemorialCare Innovation Fund participated in SpendRule’s $2M round, which was led by Abundant Venture Partners with additional backing from Zeal Capital Partners. SpendRule is emerging from stealth with an AI-driven platform that helps hospitals validate invoices against complex contract terms before payments go out, aiming to reduce overspending and “contract leakage” across purchased services. The company says early customers include health systems like MemorialCare, Kettering Health, and MUSC Health. - learn more
LA Exits
- Fred Segal is being acquired by Aritzia, which is buying the brand’s rights/IP (terms not disclosed) and planning a revival under its ownership. Melrose Avenue is central to the deal too, since Aritzia is also taking a lease on Fred Segal’s iconic ivy-covered site at 8100 Melrose as part of the comeback plan. - learn more
- The Expert is being acquired by Havenly in an all-equity deal (terms not disclosed), bringing The Expert’s high-end virtual designer consultations and trade-oriented marketplace into Havenly’s broader home and commerce ecosystem. Lee Anne Blake will join Havenly as chief commercial officer, and while The Expert will remain a standalone website, Havenly plans to plug in its tech to strengthen The Expert’s purchasing and procurement tools for designers. - learn more
Read moreShow less
Meet the 24-Year-Old Trying to Disrupt the Intellectual Property Industry
05:30 AM | July 06, 2020
Nate Cavanaugh has a penchant for prophecy. The 24-year-old founder of Venice-based Brainbase wrote a letter to his future self when he was 13 in which he presciently asked, "Do you still want to start your own computer company?" At 18, in a high school assignment describing his role model, he chose Mark Zuckerberg, and proclaimed that "I, too, plan on starting my own technology company in college... (and) plan to drop out of college once I can comfortably support myself."
According to plan, he enrolled at Indiana University and promptly founded Guuf, an esports tournament platform, before leaving school and selling the company shortly thereafter. Inspired by a talk on the problem of patent trolls from Union Square Ventures' co-founder Fred Wilson and a blog post on the subject by Elon Musk, at 19 Cavanaugh formed Brainbase, a technology company meant to simplify and streamline the management of intellectual property (for example, trademarks, patents, copyright).
Five years later, the company has around 40 employees and its customers include BuzzFeed, the Vincent Van Gogh Museum, and Sanrio (of Hello Kitty and friends fame). Its flagship product is called Assist, which includes a dashboard for tracking royalty payments and schedules; analytical tools for comparing IP asset performance by property, territory, partner, category and distribution channel; automated invoice generation and contract management; and artificial intelligence tools to identify potential opportunities for exploiting IP.
Now, fresh off an $8 million Series A led by Bessemer Ventures with participation from L.A.-based Struck Capital, Alpha Edison, Bonfire Ventures, and Tera Ventures, Brainbase is expanding its product suite with a marketplace to facilitate IP-oriented transactions and a tool to enable IP filing and renewal. In a statement about the investment, Kent Bennett of Bessemer described Brainbase as bringing "the archaic, paper-shuffling world of IP management into the 21st century."

Cavanaugh has long been interested in business and tech. His dad is a serial entrepreneur himself whose current venture, Ready Nutrition, recently signed brand partnerships with NBA superstar Giannis Antetokounmpo and L.A. Rams pro-bowler Aaron Donald. As a 10-year-old kid he remembers marveling at videos of Steve Jobs, which he often rewatches now that he, too, runs a business. "The reality is it's in my genes," he says.
dot.LA caught up with Cavanaugh to ask about his journey so far and what motivates him to keep going, sometimes in the face of skepticism around his youth. His latest prediction? He says the next stage for Brainbase is going to be hard, but he's up for the challenge.
dot.LA: Tell me about your background and how that led to the company you sold after dropping out of college.
I'm originally from Pittsburgh and I grew up in an entrepreneurial family. My dad had been starting companies since I was born, so I was essentially interning at startups from the time I was eight years old. In my junior year of high school I started a website design and services business, and I was making enough money from it that I didn't want or need to go to college.
But I went to Indiana, largely because of Mark Cuban – he's from Pittsburgh, too, and he went there. I knew I didn't want to finish, but I don't think I had the risk tolerance to just not go; I wasn't ready to be a full-time founder yet. I didn't want to keep doing my website business so I decided I'd go, and try to start a startup with the intention of leaving early.
I'd been interested in gaming and esports, and as I kept learning about venture capital I thought a services business would be interesting. There was a company called Major League Gaming that was doing well at the time and my freshman year I formed a company that was basically a platform to facilitate esports tournaments. That was really before esports took off and frankly I think we sold it a bit too early.

Nate Cavanaugh is the founder of Brainbase
You're now on your third company and you raised over $12 million before turning 24. Have you had any pushback along the way because of your age?
Of course. There's a lot of negative press about young founders who aren't ready to run companies at scale. Until you sign that first set of impressive customers or raise money, you get doubted. I was 21 when Brainbase first raised VC funding and I didn't have traditional domain expertise in intellectual property. I was basically self-taught, and there were a lot of people that questioned our story.
What kept you going?
I'm extremely competitive. When I commit to something I have a will to succeed. And dropping out of college to start something makes you want it to succeed extra badly and do whatever it takes to make it work.
What would you consider some of your biggest personal achievements so far?
I'm a big believer that raising money is not necessarily a successful milestone – you need a strong outcome from that, so there's still a lot of work to do. But the fact that we were able to get a round done with Bessemer during COVID-19 was certainly not easy and I'm proud of that. We also recently did a deal with a big university for trademark licensing; I applied there for undergrad and was denied, so getting rejected and then getting them as a customer is kind of a a funny accomplishment.
And the customers we've been able to get, like Sanrio; they're one of the biggest licensors in the world and we got them as a customer within 12 months of starting.
Also one of our first investors was the founder of Duolingo, a unicorn, and they're from Pittsburgh, so I was proud of that too.
How did your dad's business experience impact you?
He had two businesses when I was growing up that got up to a fairly impressive scale, and then he wound them both down to start Ready Nutrition when I was in high school. So he was starting a clean-slate startup when I was a junior. I saw that grow from a one-person business to making nine figures in revenue. I worked as an unpaid intern and I saw how he ran meetings, interacted with employees, how he closed deals. That gave me a lot of valuable experience early on. It's one thing I don't talk about too much when I'm fundraising – as a founder you want your merits to live separately from that – but I was fortunate to be able to grow up with that.
How has your relationship with your dad evolved as you've had your own success?
We have an interesting dynamic. My family is still in Pittsburgh – when he and I talk it's almost all about work; it's the nature of our relationship. It's interesting to be able to talk about different ways we've done things. His business is bootstrapped, whereas we just closed a Series A. It's been really cool to be able to bring my experience with tech, VC and startups and to hear about his side of things in consumer goods. It's fun to be able to talk about and learn from the challenges he and I are going through.
Who else do you consider your role models?
Of the people in my network, I spend a fair amount of time with Adam Struck, the founder of Struck Capital; he's been a helpful mentor and is on our Board. Severin Hacker (co-founder and CTO at Duolingo) and Kent Bennett (Partner at Bessemer Ventures) have also been helpful. It's been great being able to go to them for function-specific questions.
I've been a fan of Steve Jobs and how elegantly Apple markets their products. I still go back and watch his interviews with Kara Swisher. I'd watch those when I was 10 years old.
I also admire Ben Horowitz; his book The Hard Thing About Hard Things is excellent. Andy Grove (former CEO of Intel), too. And I'm also interested in Peter Thiel, who often provides a contrarian view compared to the mainstream tech narrative.
What's your impression of the L.A. tech scene?
I've been really impressed, on a couple of levels. There's sufficient seed-stage capital from funders and the Series A market is maturing. I still think for Series B and beyond most founders think you need to go to NYC or San Francisco to raise, or at least to make the process competitive. And from a recruiting standpoint, there are so many impressive companies here and the region has a ton of engineering talent. So from the capital and recruiting standpoint it's only maturing and I expect that'll keep growing.
This interview has been edited for clarity and brevity.
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Sam Blake primarily covers entertainment and media for dot.LA. Find him on Twitter @hisamblake and email him at samblake@dot.LAFrom Your Site Articles
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Read moreShow less
Sam Blake
Sam primarily covers entertainment and media for dot.LA. Previously he was Marjorie Deane Fellow at The Economist, where he wrote for the business and finance sections of the print edition. He has also worked at the XPRIZE Foundation, U.S. Government Accountability Office, KCRW, and MLB Advanced Media (now Disney Streaming Services). He holds an MBA from UCLA Anderson, an MPP from UCLA Luskin and a BA in History from University of Michigan. Email him at samblake@dot.LA and find him on Twitter @hisamblake
https://twitter.com/hisamblake
samblake@dot.la
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