Dave Karlman
DePrima Ventures
dk@deprimaventures.com
davekarlman.com
858.722.2232
2 Topics X 4
Slides
BoA=
Why, When and
How
BoD=
2
Board of Advisors
3
Why
1. Codify “strategies”
2. Creates safe harbor
3. Judged by the company you
keep when raising capital
Whe
n
1. After PFF round but before
seed round
2. Validation of business and
revenue model
3. After creditability in the
community- Meaningful work
4. Phase 1 search for
generalists; Phase 2 search
for vertical expertise
5. 10/10 rule
How
1. Leverage the network +120
2. Accepted library of
documents
3. Careful with on-line tools
Board of Directors
4
Why
1. Life changes- Protect
stakeholders/shareholders
2. BoD is the governing body
3. It’s not about control until
2x4s are nailed together
incorrectly and the house is
collapsing.
4. All major decisions ratified by
the Board.
Whe
n
1.
2.
3.
4.
5.
How
1. Directors are elected
subordinated to the objectives
of the organization
2. Professional organizations
3. Rules-of-engagement RR of
Driven by capital infusion
Seed and going forward
Fixed number; negotiated
Never invite FF on BoD
Become a student- protocols
5
How To Think About It
Early Stage:
 BoA is more helpful than a BoD
 Keep the primary objective in mind
• Build BoA subordinated to the
goals and objectives
 Cash compensation happens in BoD and
only after you’re swimming in cash and
usually never in a non-profit
 Equity- BoA- +/- 2%; BoD- +/-5% plus cash
 BoA- Ph. 1-Generalists: Ph. 2- Vertical expertise
6
Dave Karlman
DePrima Ventures
dk@deprimaventures.com
davekarlman.com
858.722.2232