Startup Boards, 2nd Edition

Chapter 4Board Member Roles

A board without defined roles will never be as effective as one that has defined roles, even in its simplest structure. There are different ways to assign roles to directors and rotate them through these roles. Being clear about roles and expectations is critical, so board members know their responsibilities.

Chair or Lead Director

Boards need a leader. Historically, this role has been titled “chairman,” although we prefer to shorten it simply to “chair.” More recently, as the debate over the split between chair and CEO has intensified, a new construct, a “lead director,” has emerged. For most purposes, “chairman,” “chair,” and “lead director” are interchangeable.

While a founder or the CEO is often also the chair of the board, there are plenty of situations where you want a board chair to be different from the founder or CEO. For some investors, this is a requirement for them to invest.

If your lead investor has experience as a board chair, that's often a good solution. However, many VC investors have no experience as a board chair, lack an understanding of the role of a board chair, or have a history of overplaying their role as board chair. You may run into the VC or potential board member who says, “I'll only serve on your board if I can be the chair.” Be wary of this and do your diligence into the person as a potential board chair.

A board chair's role differs from that of the other board members and requires subtle and deft interpersonal ...