How much equity do independent board members of a startup get?With all the drama around the OpenAI board last week, many have asked me about the compensation of an independent board member.In the past, accessing information like this was a significant challenge. The information arbitrage was particularly pronounced when I was younger. Obtaining reliable data on compensation at all levels was a notably difficult task.But now, guess what?It’s all available in the public domain.We can look at data from Carta, a software platform that startups use to manage their cap tables. Looking at this dataset gives one a good idea of the average equity compensation for independent board members.At the Seed stage, they receive:0.78% on averageAt the Series A stage, they receive:0.53% on averageAt the Series B stage, they receive:0.39% on averageKeep in mind that it’s highly variable on the experience and reputation of the board member. It also depends on the value they bring. You can see in the chart that at the seed stage, some board members get a full percentage point, while others receive roughly a third of a percent.Some independent board members also receive cash compensation, which can vary significantly. This payment might be a few thousand dollars per meeting or an annual retainer. In some instances, board members' bonuses are linked to the company’s performance, though this practice is less common in early-stage startups. Many board members are also provided with a travel stipend for attending in-person meetings, but with video conferencing this happening less and less.While serving on a board may seem prestigious, it's vital to recognize the fundamental role independent directors play in corporate governance.Unlike internal directors, who are part of the company's management or investor group, independent board members are not company employees and don't have any material or financial relationship with it other than their board membership.In the ideal scenario, this independence helps ensure impartiality and objectivity. But as we saw with OpenAI, it can also cause dysfunction if their vision and mission are not aligned with that of the CEO.Thanks to Peter Walker for publishing this original data.
Appreciate the share, Arjun. Glad to be making the information a little less opaque these days
Co-Founder OpenEnvoy (Riot, RRE) | 2023 Gartner Cool Vendor AI for Finance. Investor in 100+ startups.
5mo
I feel bad for founders who had to have an independent board member pre-A.
You're way better off taking the job at Series B than Pre-Seed if the drop off is only ~50% in amount and the likelihood of it being worth anything is probably increased ~1000%!
Founder & CEO | LasaAI | AI-Powered Investment Copilot | Expert AI Whisperer | I help Investors and Investment Management firms boost financial results.
6mo
Thank you! I was looking for this info. Timely post for me.
Very useful information, indeed! Thanks for posting this, Arjun!
Head of M12 Marketing & Communications | Driving Venture Growth
6mo
Great insight, Arjun! Very useful.
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