# How to Build a Startup Board: When to Form It, Who Sits on It and How to Run It

- URL: https://girisimcikafasi.com/en/blog/how-to-build-a-startup-board/
- Published: 2026-11-12
- Updated: 2026-11-12
- Category: Starting and growing a business
- Publisher: Girişimci Kafası

In 1829 the railway between Liverpool and Manchester was nearly finished, but its board of directors still could not decide what would pull the trains. The board was split. One faction wanted stationary steam engines along the line to haul the carriages by cable, and the engineer John Rastrick backed that view. George Stephenson, the company's chief engineer since 1826, wanted locomotives.

The board did not settle the argument at the table. It set up a competition: a prize of 500 pounds for a locomotive that could haul three times its own weight up and down a level stretch of line without its average speed falling below 10 miles an hour. The trials ran at Rainhill from 6 to 14 October 1829, and according to Wikipedia between 10,000 and 15,000 people came to watch. One of the judges was Rastrick himself, the man who had argued for the cables.

Novelty, the crowd's favourite, reached 28 miles an hour on the first day, then a boiler pipe burst. Sans Pareil cracked a cylinder; in the horse-powered Cycloped the horse broke through the floor of the machine. The only engine to finish the trials was the Stephensons' Rocket. The line opened with locomotives on 15 September 1830.

History remembers Rocket. The real lesson lies in what the board did: instead of voting on opinions, it asked for evidence.

## What is a board of directors for?

In a startup the board is the table for decisions a founder should not take alone: appointing or replacing the CEO, raising new money, selling the company, approving large spending. A good board is more than a rubber stamp, though; it is a partnership that asks the question the founder cannot see and opens doors when they are needed.

Michelle Wilson, who spoke to First Round Review, knows that partnership well. A former general counsel and senior vice president at Amazon, she has sat as an independent director on the boards of Pinterest, Okta and Zendesk.

## When should a startup form a board?

In Wilson's view founders often ask this too early: straight after a seed round or a first product launch is too soon to formalise a board. At that stage it is more useful to find informal advisers together with your investors. The first board usually forms on its own anyway: the founders and the lead investor.

For an independent director, someone who is neither a founder nor an investor, Wilson's rule is clear: two to three years before an IPO. One year goes on finding the right person, another on that person learning the company. If you plan to stay private for a long time, it can be earlier. The real signal is a growing number of shareholders: someone has to look after the interests of everyone who owns a piece of the company.

## Who should sit on a startup board?

Wilson suggests starting with who is already at the table: the founder, the lead investor and the expertise that is missing. Depending on the road ahead, a few roles stand out:

- **Audit committee chair:** a former finance chief who has been through an IPO.
- **A mentor for the CEO:** a former chief executive who has been through the stage you are entering, in Wilson's words "about 10 years your senior".
- **An executive with international experience:** someone who knows how to expand into other markets and the competitors there.
- **Someone who knows regulators and the press:** for the institutions a growing company runs into.

The qualities Wilson looks for in a person are instructive too. A good director is not someone who turns up from meeting to meeting but a "witness" who follows the three months in between; they use the product and know the competitors. They can translate a technical issue into language everyone at the table understands. They are used to persuading rather than managing; to find out, take informal references from at least three people. Candidates usually come through introductions from your investors. Steer clear of anyone coming for prestige or money: in Wilson's view, before an IPO an independent director should receive not cash but a small equity stake vesting over three or four years. Someone unwilling to work for that equity is probably the wrong person.

## How do you run a board meeting?

Jeff Bonforte, founder of Xobni, told First Round Review how he made his board meetings bearable. His advice reads like a checklist:

- **Talk one to one before the meeting.** Spend 30 to 45 minutes with each director; learn in advance what they think of the agenda and how they are likely to vote. No surprises at the table.
- **Send the papers at least four days ahead.** Bonforte's pack ran to 20 pages in its first draft and came down to five at most.
- **Book three hours, talk for ninety minutes.** Give 45 of them to the one question on which you genuinely need the board's help.
- **Do not present.** The directors have already read the pack. Do not stand at the front of the room; sit at the table with everyone else.
- **Eat together before the meeting.** Bring a few people from your team; let the board get to know them away from the pressure.

To close the meeting, Bonforte also passes on four questions from the investor Mike Maples: Has the market changed? Has the team changed? Has the company's position in the market changed? Did we do what we said we would?

## Why a board is a table

The English word still carries its first meaning. According to Wiktionary, board comes from Old English bord, and that from Proto-Germanic *burdą, "board, plank; edge; table". From plank to table, and from table to the meals eaten at it: that is why "board and lodging" says board. In the end the word became the name of the people sitting round the table. A board of directors is, quite literally, a table.

The table has its danger too. In Victims of Groupthink, published in 1972, the psychologist Irving Janis called it groupthink when a close-knit group's search for agreement crowds out its search for the truth; William H. Whyte had first used the term in Fortune in March 1952. Janis's remedies still read like rules for a board meeting: the leader should not state a view at the outset, someone should be given the job of arguing against on purpose, and outside experts should be invited to the table.

That is exactly what the board did at Rainhill. It did not put its two camps to a vote; it set an outside test and left the decision to the rails.

## Deciding once

Among the sayings of Publilius Syrus, who lived in the first century BC, is a line that could hang in any boardroom:

> "Deliberandum est saepe, statuendum est semel."

> "Deliberate often, decide once."

Which question is waiting to be argued at your table today, and will opinions settle it, or evidence?

*Before you discuss who sits at the table, the shares need to be clear; [How Should Co-Founders Split Equity?](https://girisimcikafasi.com/en/blog/how-should-co-founders-split-equity/) is worth a read.*