Early stage boards work for stock options, not cash.

Give one percent equity to each outside board member vesting over four years of service.

Many early stage CEOs and board members have asked for some guidance regarding pay and time commitments for board members.  Here is my best advice, based upon many boards and many years.  Pay early stage board members of companies that are not lifestyle businesses one percent of the fully diluted equity in the form of an option that vests over four years of service.  The option price should be set by appraisal under IRS rule 409a, and certainly should be low enough to recognize that common stock options are not worth as much as preferred stock, given the many preferences of the latter.  Further, the option should contain a special clause that accelerates vesting to 100% upon a change of control in the corporation, which aligns the board member with the best interests of the corporation itself. Otherwise, you might picture an event in which the sale of a company to be consummated a few months before full vesting could cause a board member to find ways to vote for delays or even against a sale of the company, awaiting full vesting of his or her options.

[Email readers continue here…] For lifestyle companies or later stage companies, board members should be paid on a per-meeting basis in cash. Typically this payment amounts to $1,000 per meeting of the board, adjusted upward for public corporations to $3,000 per meeting on average, with special pay for committee chairs and special meetings.  These payments recognize that board members are not working for equity but for the equivalent of consulting fees plus the attendant risks of board membership.

Venture investors with investments from their funds are not typically ever offered pay for board service, which is expected as part of the investment.  Inside board members, CEO and any other paid employees are not paid for board service in either stock options or cash.

Expenses for travel are often reimbursed by the corporation.  VC board members sometimes request this, other times do not. It should not be offered to the VC members unless requested.

The next insight will cover what should be expected of a board member in the way of time allocated to the company.

Facebooktwitterlinkedinyoutubemail
This entry was posted in Depending upon others, Surrounding yourself with talent. Bookmark the permalink.

3 Responses to Early stage boards work for stock options, not cash.

  1. Michael says:

    Dave,

    This is very helpful. Who pays the consulting fee in a private LLC if the company does not have cash to afford consultants? I guess logic dictates that equity board members come first.

    Being an entrepreneur who enjoys early stage startups, I have several companies in late pre-flight. I am considering forming an LLC-s Delaware corp to “house” these start-ups until they warrant separate tax structures. My question is this: what corporate structure do you advise and where should I incorporate?

    Thanks again for sharing your wisdom and expertise. I am learning a lot from your blogs.

    Michael

  2. Dave Berkus says:

    That’s a business question. If the company doesn’t have the cash, then probably no consulting fee arrangement…

  3. InformAfrica says:

    Great piece of information.

    Though now, most VC board members would at least request reimbursement of travel expenses.

Leave a Reply

Your email address will not be published. Required fields are marked *

This site uses Akismet to reduce spam. Learn how your comment data is processed.