Venture capitalists generally
participate in boards in one of two fashions – either as actual board members
or as board observers (see Brad and Jason’s post on Term Sheets – Board of
Directors --
for more information on how we take positions on boards). As an associate at Mobius I was not able to
take actual board seats, so I took the board observer position in the companies
I worked with (note that generally this isn’t an official designation - although
I have seen board agreements that require the venture firms to specifically
designate the board observer; more commonly its just a seat at the board table
reserved for someone from the venture firm other than the board member). As an observer I am an active participant in
board meetings, but I don’t vote on any board matters and in some cases need to
step out of meetings (typically to protect attorney/client privilege, which
covers board members but not board observers). The boards I am involved with have all welcomed me into all of the
regular and executive sessions of their meetings. Different firms treat the distinction between
board observers and board members differently. At Mobius I am encouraged to be an active participant in the businesses
I work with and I have never been shy about voicing my opinions at
meetings. Other firms have a similar
philosophy, but some feel that observers are just that – people who can attend
meetings but should not participate. I’m
planning a series of posts with some of the CEOs that I work with, so you can
get a sense of how the relationship dynamic plays out. Stay tuned for that.
« Dr. King | Main | Venture Capital Deal Algebra »
January 18, 2005 8:53 PM
Board Observer vs. Board Member
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I always detest the idea of a VC having a board seat AND an observer. Practically speaking, that is two seats. Small companies do not need "observers" on the board. Let the VC negotiate for--pay for--the privilege of two seats. The observer thing is a scam to get a second seat for free. Observers may not vote, but they opine, meddle, politic and interfere at least as much as a regular board member; maybe more because they are usually inexperienced. Startups are not in existence to educate trainee VCs. Nobody has that kind of time.
Nobody should be in the board meeting that is not of a caliber to be on the board. Observer seats should be given only in extreme cases. If VCs get observers, founders should too: that way, EVERYONE can have observers. No, you VCs say? Exactly. You know the real role of "observers", and it ain't just to observe.
Entrepreneurs: reject the proposal by your VCs to have an observer. If they get a board seat, the board member should be doing the observing. After all, if he is not attending and observing, then what the heck is he doing?
VCs often rebut this by saying that having an observer as well as a board member lets them add value. That is doubtful. The observer is usually a junior. Anyway, the whole firm should be helping (that's why you let them have your stock), but "helping" and a board seat are different animals.
On a side note, companies should be tough about board member expenses. Too often VCs travel and go to conferences etcetera on the tab of startups. Let them pay their own way. Travel to and from board meetings is one thing, but draw a hard line.