Building the Company

Startup Boards

Brad Feld & Mahendra Ramsinghani · 2014 · Wiley

A practical guide to building, running, and evolving a startup board so it helps the company instead of just supervising it.

The big idea

What the book argues

A board of directors is a tool the CEO designs and operates, not just an obligation that comes with funding. Feld and Ramsinghani explain what a board is responsible for, how to keep it small and balanced, how to run meetings that produce decisions rather than presentations, and how to manage directors between meetings so nothing surprises them. Most board dysfunction, they argue, comes from neglect or unclear roles, and the CEO is in the best position to fix it.

Key takeaways

7 ideas worth keeping

1

The board is a resource you have to operate

A board adds value only when the CEO uses it deliberately: bringing it real questions, giving directors context, and asking for specific help. Left alone, it becomes a quarterly reporting ritual. The authors treat building and managing the board as part of the CEO's job, not a distraction from it.

2

Know what the board is for, and what it isn't

The board's core responsibilities are hiring, supporting, and if necessary replacing the CEO; fiduciary oversight on behalf of all shareholders; and strategic counsel. Running the company day to day is not on that list. Problems arise when directors drift into operations or when CEOs hand off decisions they should own.

3

Keep it small and add an independent early

Early-stage boards are typically three to five people, usually some mix of founders, investors, and at least one independent director. An independent with relevant operating experience can bring perspective investors lack and can help resolve disagreements between founders and investors, which matters most in hard moments such as a difficult financing.

4

Use meetings for discussion, not reporting

Send board materials several days ahead and assume directors have read them. Skip walking through slides in the room. Spend most of the meeting on the two or three strategic questions that matter this quarter, with only brief time on routine metrics and exceptions. The packet does the reporting; the meeting does the thinking.

Illustration: A 90-minute meeting might spend 10 minutes on metrics that missed plan and the rest on whether to raise now or in six months.
5

No surprises: talk to directors between meetings

Bad news delivered for the first time in a board meeting damages trust; the same news shared early, one-on-one, with a plan, builds it. Regular individual check-ins let you surface concerns, gather views on upcoming decisions, and arrive at the meeting knowing where each director stands.

6

Keep governance paperwork clean from day one

Board approval for stock option grants, accurate minutes, consents for major decisions, and committees as you grow may feel like overhead. Gaps tend to surface during a later financing or acquisition, when fixing them costs time, legal fees, and negotiating leverage. A quarterly check of consents and minutes keeps the record current.

Illustration: Option grants issued without a board approval, or priced without a current independent valuation, can force a cleanup in the middle of a sale.
7

Evolve the board as the company grows

The right director at seed stage may not be the right one years later. The authors encourage CEOs to assess the board regularly, discuss performance candidly, and plan transitions, for example replacing an early seat with an independent who has relevant scaling or public-company experience.

The framework

What the board does

Board roleWhat it looks like in practice
Hire, support, replace the CEOEvaluating and coaching the CEO; making the call if a change is needed
Fiduciary oversightApproving financings, option grants, budgets, and major transactions
Strategic counselPressure-testing big decisions and sharing pattern recognition
Not the board's jobRunning day-to-day operations or making the CEO's calls

Apply it this week

Three moves to make now

  1. Write down what you need from each current or future board seat, and identify one experienced operator who could serve as an independent director.
  2. Send your next board or advisor packet at least three days early and spend the meeting on two strategic questions.
  3. Hold a one-on-one with every director before each meeting and share any bad news there first, along with your plan.

Read next

Pairs well with

This page is an original summary and commentary prepared by XRAYCLOUD.AI with AI assistance. It is not affiliated with or endorsed by the author or publisher, and it is no substitute for the book — read it for the full argument.