Building a board for a Start-up: What do you need to know?

Author Natalia Nicolaidis

Published on: 05/06/2021

Whether in tech or healthcare, start-ups post-covid have experienced an unprecedented resurgence. The tech boom days of the early 2000s also held a mystique that attracted passionate and promising entrepreneurs. Many of today’s start-ups, however, combine innovation with purpose to propel the world to more sustainable future.

Interestingly, while start-ups today have greater access to private capital, and therefore alternatives to the regulated public markets (regardless of future plans or hopes to go public), a number of them choose to form a board with independent directors though this is not a requirement.

Why do early-stage private companies make that choice? The simple answer lies in their desire to access expertise and networks of their members. Timing also plays a key role: establishing a board and getting it to gel under calmer conditions is important. Just look at the pressures management teams face in the pre-IPO days (or in SPACs before listing) when, in addition to fine-tuning their business proposition and attracting investors, they have to recruit capable board members.

COMPLEMENTARY SKILLS

Early boards get practice in functioning cohesively and effectively. Mindsets do not adjust automatically so, even with carefully selected directors that have complementary skills, boards must work together toward a common purpose for some time.

Finally, getting founders and principal investors to join a start-up board aligns interests and cultivates the right discipline, however unstructured early meetings may be. The exercise is meaningful not only as a means to help build valuable oversight (hugely important as the company grows) but to buttress the company’s ability to access financing.

VALUABLE BACKGROUND

So, assuming the choice to form a board with independent directors is made, which skills are attractive and valuable here? Financial rigour and reporting oversight (especially if the start-up later goes public), found in audit committee experience are the sine qua non of a board. The balance of credentials needed are dictated by the strategic objectives of the start-up.

Experience in capital raising, strategy, operations, marketing and sales will drive some of the appointments. Note to those joining or recruiting for a start-up board: engagement and passion are key; without them even the most pertinent skillsets lay fallow.

FUTURE SUCCESS

Without a crystal ball to predict the future success of a board, perhaps the element of board dynamics stands out. With growth as the single most important driver, a collegial culture that is  supportive but constructively challenging of the founder’s mission and the CEO’s strategy is critical. Independent members can lend valuable perspectives. To achieve cohesiveness and a common mission, early boards need team-building opportunities.

Pre-Covid-19, site visits and pre-meeting dinners helped directors develop a team spirit. Virtual meetings during the pandemic may have diluted this spirit, but as directors have become increasingly comfortable with the medium and have appreciated its efficiency, a sense of spontaneity has developed. Finally, but very crucially, diversity of backgrounds and perspectives are key in start-up boards. After all, innovation and wide outreach are the name of the game here.

STAY TRUE

The trick for start-ups is to stay true to their mission to be entrepreneurial and innovative, even as they grow. We offer a handful of Dos and DONTs as guidance to those attracted to early boards. They include a need to:

• be supportive of the operational commitment of the start-ups.
• be committed to the purpose of start-up
• ensure availability to dedicate the requisite time!
• not assume that the only means for growth lies in the public markets

Who is Who:

A Non-Executive Board Director and committee member with industrial and financial institutions experience in risk, legal, governance and sustainability, Natalia Nicolaidi has a 30 years financial services career. Based in New York and London, she advised companies from numerous industries and geographies on M&A, preparation for public listings on international stock exchanges (notably NYSE, NASDAQ and LSE) and leveraged and investment grade debt.

After leaving Credit Suisse as a C-suite advisor and general counsel to the Investment Banking Division, Natalia established Dynamic Counsel Ltd, a consultancy advising boards and the C-Suite with specialist insight on governance, enterprise, operational and compliance risk and serves on the Board of an industry leader in metallurgy, EPC, electrical power, gas trading & environmental solutions which operates globally. She is also an Advisor to JustCapital, a charity that through research and data-driven tools empowers all market participants to help build a more just economy.

Natalia has a BA in Economics from Yale University, a JD/MSFS from Georgetown University’s Law School and School of Foreign Service, a Masters in European Union Law from the Collège d’Europe (Bruges) and has completed an executive education program at Harvard Business School. She is a member of the New York Bar.

Natalia’s leadership has been recognised by Women in Banking and Finance in 2017  and with conference speaking engagements on legal and regulatory topics. Georgetown University Law Center named Natalia an Adjunct Professor in 2020. Natalia currently serves as Chair of the Georgetown University European Law Advisory Board and on the Women’s Interest Group and Sustainability liaison of the Corporate Finance Committee of the International Bar Association.