When their board pushed for an acquisition with egregious terms, the founders realized their required three-year employment contracts were their ultimate leverage. By refusing to sign, they could effectively veto a deal that the board otherwise had the votes to pass.

While founders often view board seats as a sign of commitment, many VCs prefer an observer role. This allows them to receive crucial information about company progress and upcoming financings without taking on the legal risk and fiduciary duties associated with being a full director.

When fundraising, the most critical choice isn't the VC fund's brand but the specific partner who will join the board. Sophisticated founders vet the individual's strengths, weaknesses, and working style, as that person has a more direct impact on the company than the firm's logo on a term sheet.

Founders cannot unilaterally remove a director appointed by investors. Preferred stock financing documents grant a specific stock series (e.g., Series A) the exclusive right to elect and remove their designated board member. Common stock votes, even super-voting shares, have no say over these specific seats.

The "best practice" of loading boards with independent directors is flawed because they often lack significant ownership. Their loyalty trends towards the norms of the broader financial system and their professional network, rather than the unique, long-term mission of the company they govern.

Sequoia operates on a consensus model where every partner must agree for an investment to proceed. A single "no" vote can kill a deal. This high-stakes process forces deep conviction, though partners can be convinced to override their own negative intuition if the rest of the team is overwhelmingly positive.

Founders should view board members as long-term relationships akin to in-laws, since they're difficult to remove once appointed. Prioritize a high-quality, helpful board member you can work with for a decade over a slightly better valuation from a less suitable partner.

To ensure long-term ethical decision-making, founders can embed it into their corporate governance from day one. Following Anthropic's model, they can create an ethics committee and mandate that some board seats are filled by people who hold no shares, creating an incorruptible check on purely profit-driven decisions.

Proactively asking a potential investor how they navigate disagreements reveals their philosophy on board governance and CEO autonomy. Investor Alex Nihanky of Scale notes the CEO is the "runner" and the tie should go to them, but not all investors share this view. This question helps founders vet investor fit before a conflict arises.