Board Member Selection Criteria

SELECTION PHILOSOPHY

Why Board Composition Matters

BOARD MEMBER SELECTION PHILOSOPHY

WHY THIS MATTERS:
☐ Board members are hard to remove
☐ They have significant influence
☐ Wrong directors create dysfunction
☐ Right directors accelerate success
☐ Composition affects governance quality

BOARD MEMBER CATEGORIES:

1. INVESTOR DIRECTORS
   Source: Lead investors in rounds
   Selection: Limited (comes with investment)
   Value: Capital, pattern recognition, network
   Risk: Potential conflicts, fund dynamics

2. INDEPENDENT DIRECTORS
   Source: CEO-selected, approved by board
   Selection: Full control
   Value: Expertise, objectivity, governance
   Risk: Time commitment, relevance

3. FOUNDER/MANAGEMENT DIRECTORS
   Source: Co-founders, CEO
   Selection: By governance agreement
   Value: Company knowledge, continuity
   Risk: Objectivity on management issues

SELECTION PRINCIPLES:

1. SKILLS OVER NAMES
   Famous name ≠ good director
   Relevant expertise > impressive resume
   Ask: "What specific value will they add?"

2. AVAILABILITY MATTERS
   Part-time directors who engage >
   Big names who don't show up

3. CHEMISTRY COUNTS
   Board dysfunction is toxic
   Mutual respect required
   Test relationship before committing

4. THINK LONG-TERM
   Directors typically serve years
   Company stage will change
   Consider future, not just present needs

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SKILL GAP ANALYSIS

Board Composition Assessment

BOARD SKILL GAP ANALYSIS

STEP 1: IDENTIFY NEEDED SKILLS

For your stage and strategy, rate importance (1-5):

Domain/Industry Expertise:
☐ Your specific industry: ___
☐ Adjacent industries: ___
☐ Technology expertise: ___

Functional Expertise:
☐ Go-to-market/Sales: ___
☐ Marketing: ___
☐ Finance/CFO: ___
☐ Product: ___
☐ Technology/Engineering: ___
☐ People/HR: ___
☐ Operations: ___

Stage Experience:
☐ Your current stage: ___
☐ Next stage (where you're headed): ___
☐ Public company experience: ___

Special Situations:
☐ M&A experience: ___
☐ International expansion: ___
☐ Turnaround experience: ___
☐ Specific market experience: ___

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STEP 2: ASSESS CURRENT BOARD

For each director, rate capability (1-5):

| Director | Industry | GTM | Finance | Product | Stage | Network |
|----------|----------|-----|---------|---------|-------|---------|
| [Name 1] | | | | | | |
| [Name 2] | | | | | | |
| [Name 3] | | | | | | |
| [Name 4] | | | | | | |
| [Name 5] | | | | | | |
| **TOTAL** | | | | | | |

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STEP 3: IDENTIFY GAPS

Compare needed skills vs. current coverage:

| Skill Area | Importance | Current Coverage | Gap | Priority |
|------------|------------|------------------|-----|----------|
| | H/M/L | Strong/Adequate/Weak | Y/N | 1/2/3 |
| | H/M/L | Strong/Adequate/Weak | Y/N | 1/2/3 |
| | H/M/L | Strong/Adequate/Weak | Y/N | 1/2/3 |
| | H/M/L | Strong/Adequate/Weak | Y/N | 1/2/3 |
| | H/M/L | Strong/Adequate/Weak | Y/N | 1/2/3 |

TOP GAPS TO FILL:
1. _______________________________________________
2. _______________________________________________
3. _______________________________________________

Diversity Assessment

BOARD DIVERSITY ASSESSMENT

CURRENT DIVERSITY:

Gender:
☐ Male: ___ / ___
☐ Female: ___ / ___
☐ Non-binary: ___ / ___

Race/Ethnicity:
☐ Underrepresented backgrounds: ___ / ___

Background Diversity:
☐ Operating experience: ___ / ___
☐ Investor experience: ___ / ___
☐ Domain expert: ___ / ___
☐ Functional expert: ___ / ___

Age/Generational:
☐ Range of ages/generations: Y/N

Geographic:
☐ Different regions/perspectives: Y/N

DIVERSITY GOALS:
☐ _______________________________________________
☐ _______________________________________________

WHY DIVERSITY MATTERS:
☐ Better decision-making
☐ Different perspectives
☐ Governance expectations
☐ Signal to stakeholders
☐ Reflects customer base

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CANDIDATE EVALUATION

Director Candidate Scorecard

BOARD CANDIDATE EVALUATION

CANDIDATE INFORMATION:
Name: _______________________________________________
Current role: _______________________________________________
Board experience: _______________________________________________
How introduced: _______________________________________________

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EVALUATION CRITERIA:

1. RELEVANCE (Weight: 25%)

Does their expertise match our gaps?
☐ Industry expertise match: ___ /10
☐ Functional expertise match: ___ /10
☐ Stage experience match: ___ /10
☐ Specific challenge experience: ___ /10

Relevance Score: ___ /40 → Weighted: ___ /10

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2. ENGAGEMENT CAPACITY (Weight: 20%)

Will they actually be available and engaged?
☐ Other board commitments: ___ (fewer = better)
☐ Day job demands: High / Medium / Low
☐ Geographic accessibility: ___ /10
☐ Responsiveness during process: ___ /10

Capacity Score: ___ /30 → Weighted: ___ /8

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3. NETWORK VALUE (Weight: 15%)

What connections do they bring?
☐ Customer introductions: ___ /10
☐ Executive recruiting: ___ /10
☐ Investor/M&A access: ___ /10
☐ Industry credibility: ___ /10

Network Score: ___ /40 → Weighted: ___ /6

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4. BOARD DYNAMICS (Weight: 20%)

Will they work well with current board?
☐ Communication style fit: ___ /10
☐ Complementary vs. redundant: ___ /10
☐ Constructive challenge ability: ___ /10
☐ Drama/politics history: ___ /10

Dynamics Score: ___ /40 → Weighted: ___ /8

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5. COMMITMENT (Weight: 20%)

Are they genuinely interested and committed?
☐ Enthusiasm for company: ___ /10
☐ Understanding of role: ___ /10
☐ Long-term orientation: ___ /10
☐ Willing to invest time: ___ /10

Commitment Score: ___ /40 → Weighted: ___ /8

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TOTAL WEIGHTED SCORE: ___ /40

SCORING GUIDE:
35-40: Strong candidate - proceed
28-34: Good candidate - proceed with awareness
20-27: Borderline - additional diligence needed
<20: Weak candidate - decline

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EVALUATOR NOTES:
Strengths: _______________________________________________
Concerns: _______________________________________________
Questions to resolve: _______________________________________________
Recommendation: ☐ Proceed ☐ More diligence ☐ Decline

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DILIGENCE PROCESS

Reference Check Protocol

BOARD CANDIDATE REFERENCE CHECKS

REFERENCE TARGETS:

Required References:
☐ CEO they worked with as director (most critical)
☐ Fellow board member from another board
☐ Executive who reported to them (if applicable)
☐ Industry peer

Backdoor References (optional but valuable):
☐ Mutual connections
☐ Portfolio company CEOs (for investors)
☐ Industry contacts

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REFERENCE CALL STRUCTURE:

Opening:
"[Candidate] is being considered for our board.
They suggested I speak with you. I'd appreciate
your candid perspective."

Key Questions:

1. Board Contribution
"What was their most valuable contribution
as a board member?"

"Where did they add the most value?"

2. Engagement
"How engaged were they? Did they come prepared?"

"Were they available when needed between meetings?"

3. In Tough Times
"How did they handle challenging situations?"

"Can you describe a difficult board conversation?"

4. Working Style
"How would you describe their communication style?"

"How did they handle disagreements?"

5. Areas for Improvement
"Where could they have been more effective?"

"What should I know that might not be obvious?"

6. Recommendation
"Would you want them on your board again?"

"Any concerns I should be aware of?"

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RED FLAGS TO WATCH FOR:
☐ Hesitation to recommend
☐ "They were fine" (lukewarm)
☐ Stories of conflict or drama
☐ Lack of availability
☐ Self-serving behavior
☐ Micromanagement tendencies
☐ Poor preparation

Getting-to-Know Process

BOARD CANDIDATE RELATIONSHIP BUILDING

BEFORE FORMAL OFFER:

Meeting 1: Chemistry/Fit (60 min)
Format: Coffee/lunch
Purpose: Get to know each other
Topics:
☐ Their background and interests
☐ Your company story
☐ Why you're considering them
☐ Their interest level

Meeting 2: Strategic Discussion (90 min)
Format: Working session
Purpose: Test their thinking
Topics:
☐ Share a strategic challenge
☐ Get their perspective
☐ Observe how they engage
☐ Discuss board expectations

Meeting 3: Logistics/Terms (60 min)
Format: Call or meeting
Purpose: Align on practicalities
Topics:
☐ Time commitment expectations
☐ Compensation discussion
☐ Committee interest
☐ Timeline and process

Meeting 4: Board Introduction
Format: Meeting with 1-2 other directors
Purpose: Chemistry check with board
Topics:
☐ Get existing director perspective
☐ Ensure fit with current dynamics
☐ Build relationship

TOTAL TIME: ~6-8 hours over 4-6 weeks

If it doesn't feel right at any stage, pause.

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OFFER AND ONBOARDING

Director Offer Process

BOARD MEMBER OFFER

OFFER COMPONENTS:

1. Role and Expectations
☐ Board seat type (Independent)
☐ Committee assignments
☐ Time commitment expected
☐ Meeting frequency

2. Compensation
☐ Cash compensation: $___/year
☐ Equity grant: ___ shares/options
☐ Vesting: ___ years
☐ Committee fees: $___/year
☐ Expense reimbursement

3. Legal/Governance
☐ D&O insurance coverage
☐ Indemnification agreement
☐ Confidentiality requirements

OFFER LETTER ELEMENTS:
☐ Welcome and enthusiasm
☐ Role description
☐ Compensation summary
☐ Term and renewal
☐ Committee assignment
☐ Start date
☐ Required documentation

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COMPENSATION BENCHMARKS:

Early Stage (Seed-A):
Cash: $0-15,000/year
Equity: 0.25-0.5%

Growth Stage (B-C):
Cash: $20,000-40,000/year
Equity: 0.1-0.25%

Late Stage (D+):
Cash: $40,000-75,000/year
Equity: 0.05-0.1%

Note: Ranges vary by company stage, director
profile, and market conditions.

Director Onboarding

NEW DIRECTOR ONBOARDING

WEEK 1: DOCUMENTATION
☐ Sign offer letter
☐ Complete D&O questionnaire
☐ Sign indemnification agreement
☐ Provide D&O insurance info
☐ Board portal access setup

WEEK 2-3: ORIENTATION
☐ 1:1 with CEO (90 min) - Company deep dive
☐ 1:1 with CFO (60 min) - Financials
☐ 1:1 with each exec (30 min) - Team intro
☐ 1:1 with board chair (45 min) - Board dynamics
☐ 1:1 with each director (30 min) - Relationship building

MATERIALS TO PROVIDE:
☐ Last 4 board decks
☐ Current strategic plan
☐ Financial model
☐ Cap table
☐ Investor agreements
☐ Company bylaws
☐ D&O policy summary
☐ Committee charters
☐ Board calendar

FIRST MEETING PREPARATION:
☐ Pre-meeting call with CEO
☐ Extra context on agenda items
☐ Introduction at meeting
☐ Pair with experienced director

90-DAY CHECK-IN:
☐ How is it going?
☐ Getting value from role?
☐ Questions or concerns?
☐ Anything to adjust?

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