At Series A, you formalize the board. Seed boards are often founders plus at most one lead. After A, common shapes are 1–1–1 or 2–2–1 with a mutually approved independent as the swing vote. Meet every 6–8 weeks for about 2–3 hours. Send a decision-first pack days ahead, put the hard ask early, batch routine votes, and end with a closed session. Not legal, tax, or compensation advice.
Spokes in this cluster
- When to add an independent director (who and equity): Series A is the standard trigger (CRV). Fill the tie-break with a former operator who will disagree with both sides. Carta medians for independent grants: 0.50% seed / 0.40% Series A / 0.30% Series B. CRV: typically under 1%, vest 2–4 years. Cash usually waits until ~Series B.
- How to run a Series A board meeting: a decision-first pack, a highlights/lowlights open, the hard item early, a consent agenda, and a closed session. Includes a timed ~2.5 hour composite from Feld’s three-block structure plus Lightspeed’s open and CRV’s decision wording.
Which decision → when → where
| Governance question | Structure / action | When it belongs | Use |
|---|---|---|---|
| What does the seed board look like? | Often 2 founder seats + ≤1 lead; many SAFE rounds have no investor seat | Seed close / first formal board | When to add an independent director |
| What is the Series A board shape? | Common post–A: 1–1–1 (founder / VC / independent) or 2–2–1 (two founders, two VCs, one independent) | Term sheet and close | When to add an independent director |
| Who fills the swing seat? | Mutually approved independent; founder-driven shortlist; vacant seat means founder–investor parity until filled | Series A close condition; first agendas if vacant | When to add an independent director |
| How much equity for the independent? | Carta medians 0.50% / 0.40% / 0.30% (seed / A / B); CRV typically under 1%, vest 2–4 years | When the grant is negotiated | When to add an independent director |
| How often and how long do we meet? | Every 6–8 weeks; about 2–3 hours | First Series A board onward | How to run a Series A board meeting |
| What goes in the pack vs live? | Pack days ahead (Feld ≥48h; CRV 5–7 days). Live: open, hard decisions, consent, closed session | Every meeting | How to run a Series A board meeting |
| Which metrics belong in the pre-read? | Cash, runway, burn, plan vs actual, GRR beside NRR | Standing finance slides | Finance, metrics & runway |
Empty cells stay empty. Each row comes from a different publisher and answers a different board question. A FounderNexus session made the same two points: updates are not decisions, and you drive the independent shortlist yourself. That is session judgment, not a survey.
Stage sketch for the board
Seed. CRV: most seed boards are two founder-elected seats and at most one lead-investor seat. Formalizing an independent too early adds fiduciary weight before you need it. Build candidate relationships so a name is ready for A.
Series A close. Composition is a closing condition. Leading startup law firms (via CRV) describe common post–A boards as three people (1–1–1) or five (2–2–1). Boards often leave the independent vacant at close; during the vacancy the board sits at founder–investor parity, and whoever picks the fill picks the swing vote. Enter negotiations with a candidate identified and mutual approval in the voting agreement (CRV).
First meetings after A. CEO owns agenda, pack, logistics, and follow-up at seed and Series A (CRV). Lightspeed / Unusual: every 6–8 weeks, about 2–3 hours, for strategy and plan quality, not a progress report. Feld: reverse the default ~80% status / ~10% strategy split. Put the hardest live item first after a short open (how to run a Series A board meeting).
Series B and beyond. CRV: by Series B, missing an independent is a recognizable governance gap. Independents also show up on related-party review and on audit and compensation committees. Cash retainers become more common around here; early-stage pay is mostly equity (Boardspan / Paul Jones; CRV).
Pair with equity and hiring
Independent grants draw on the same option pool as VP offers. Size bottoms-up with option pool from a hiring plan. Peer executive bands live on executive grants by stage. When the board asks which exec seat comes first after the raise, use the Series A leadership hiring sequence and the hiring hub. Finance seat timing sits on fractional vs full-time CFO.
Sources
- CRV, Independent Board Members: When and Why to Add One — 25 May 2026. Seed vs Series A vs Series B timing; 1–1–1 and 2–2–1; vacant-seat dynamics; equity typically under 1% with 2–4 year vesting; cash ~Series B.
- CRV, How to Prepare for a Board Meeting — CEO owns prep at seed/Series A; decision-first agenda wording; 5–7 day materials window; Series A board size framing; observers do not vote.
- CRV, VC Board Seats — Seed-to-A governance shift; 2–2–1 as a common Series A configuration; founder-favored alternatives.
- Lightspeed, Managing Series A Board Meetings — 28 Aug 2017. Cadence every 6–8 weeks; ~2–3 hours; highlights/lowlights open; open vs closed session.
- Unusual, Managing a Series A board meeting — Same Series A operating guidance.
- Brad Feld, The Best Board Meetings — 6 Aug 2009. Materials ≥48 hours ahead; reverse status/strategy split.
- Brad Feld, My Ideal Board Meeting — 7 Feb 2014. Pack several days ahead; ~3-hour template with executive session.
- Carta data via Peter Walker — Independent director initial equity medians: Seed 0.50%; Series A 0.40%; Series B 0.30% (n=2,718; grants from 1 Jan 2022).
- Boardspan / Paul Jones, Private Company Director Compensation Guidance — Independent directors ~0.25%–2.0% equity; cash uncommon at startup stage beyond expenses.
- FounderNexus — founder session. Updates are not decisions; drive the independent shortlist yourself. Not a survey.
- fn-content#13 — Benchmark request for verified independent-director equity atoms.
Related
- When to add an independent director (who and equity)
- How to run a Series A board meeting
- Finance, metrics & runway
- Series A leadership hiring sequence
- Hiring executives
- Executive equity grants by stage
- Size the option pool from a hiring plan
- Equity & cap table
As CEO, you own board structure and meeting process. Founders who have negotiated a Series A board and run the first contested vote will pressure-test your seats and agenda in a FounderNexus session.