Recruiting the right independent board member can change the trajectory of your company. The best ones bring deep industry or functional expertise, a steady, unbiased voice, and the confidence to challenge both the founder’s assumptions and investor priorities. They’re not a vanity hire — they’re an upgrade to your company’s decision-making DNA.

When it comes to compensation, early-stage startups (Seed to Series A) should lean toward alignment over affordability — more equity, less cash.

💰 𝗧𝗵𝗲 𝗠𝗶𝘅 — 𝗖𝗮𝘀𝗵 𝘃𝘀. 𝗘𝗾𝘂𝗶𝘁𝘆

Equity dominates early: typically 0.25–1% at Seed, compressing to 0.25–0.5% by Series A.

Cash is expensive: often none pre-A, or a modest retainer ($5K–$20K/yr) as a token of respect for time.

I tell founders this isn’t about underpaying; it’s about aligning incentives. Great independents bet on long-term value creation, not short-term cash flow.

Sometimes the independent may also be retained separately for advisory work — e.g., helping with founder mentorship, GTM, or product strategy. That’s a different role and should be negotiated distinctly (daily or project-based, market-rate), though it can sit within the same agreement.

📅 𝗦𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲 — 𝗩𝗲𝘀𝘁𝗶𝗻𝗴 & 𝗔𝗰𝗰𝗲𝗹𝗲𝗿𝗮𝘁𝗶𝗼𝗻

Vesting: Rotating board members keeps perspectives fresh, and independents are the easiest to swap. Two-year vest with a six-month cliff (roughly two board meetings) fits the realistic shelf life of most independents.

Refresh grants can be added later if both sides want to extend the relationship.

Acceleration: I recommend full acceleration on change of control — if you help drive an exit, you should share in it.

💸 𝗦𝗵𝗼𝘂𝗹𝗱 𝗧𝗵𝗲𝘆 𝗜𝗻𝘃𝗲𝘀𝘁?

I’ve seen some of the best independents invest their own money alongside the company — sometimes across multiple rounds — and it often deepens alignment. But not everyone can invest. Prioritize expertise and fit over financial participation.

And one rule I feel strongly about: never offer a board seat to solicit a check, especially angel investors. The seat should be earned through contribution, not capital.

🧭 𝗡𝗲𝗴𝗼𝘁𝗶𝗮𝘁𝗶𝗼𝗻 𝗣𝗼𝗶𝗻𝘁𝗲𝗿𝘀

Anchor on contribution, not title. A chairman or heavy-lift committee member can command 1.5–2× typical equity.

Be transparent about time and dilution. Share the math — respect builds trust.

Cover the basics. Travel reimbursement and D&O insurance are standard.

Revisit annually. Compensation should evolve as funding and board dynamics mature.