Jan 2, 2019 · 22m · a16z
a16z Podcast | Independents on the Board
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gold bands on the timeline = statements, start to end. Hover to read, click to jump. CC turns on captions
This episode of the a16z podcast features venture capitalist Ann Miura-Ko and entrepreneur Lars Dalgaard sharing actionable insights on recruiting, onboarding, and collaborating with independent board members. They highlight how independent directors provide objective guidance, ease founder friction, and help companies navigate key growth milestones and crises.
How this conversation actually went
Every chapter scored 0–10 on four independent dynamics. Hover any point for the reasoning behind the score. How this is scored →
The host as informed peer 2.7 Guest teaching 5.2 Guest disagreement 2.0 The host pushing back 2.0
speaking balance: gold is the host, purple is the guest (3 minute bins)
Sharpest disagreement ▶ 6:53 Ann Miura-Ko challenges premise on founder objections
Ann directly interrupts and questions the moderator's assumption that founders actively contest the value of independent directors, reframing it as a prioritization issue.
Hardest push from the host ▶ 3:58 Moderator pushes on voting power limitationThe moderator challenges the practical impact of independent directors when they lack the voting leverage to swing board decisions against founder and VC blocks.
Biggest teaching moment ▶ 12:04 Ann explains Zoom board recruiting methodologyAnn educates the panel on conducting internal board 360 interviews to identify orthogonal skillset needs rather than relying on standard search firm defaults.
The host holds their own ▶ 6:20 Moderator articulates board power balance dynamicsThe moderator demonstrates deep understanding of venture capital dynamics by explaining how VCs and founders resist independents to protect board control and balance of power.
the scores for every segment, with the reasoning behind each
| Chapter | Topic | The host as informed peer | Guest teaching | Guest disagreement | The host pushing back | Why |
|---|---|---|---|---|---|---|
| Board Lifecycle and Company Evolution | 3 | 5 | 1 | 3 | The panel moderator asks targeted questions about governance structures and how independent directors function without voting majorities. Ann and Lars explain the evolution of private to public boards, highlighting hidden VC agendas and how independents offer objective feedback. | |
| Overcoming Founder Hesitations and Board Friction | 4 | 4 | 4 | 3 | The moderator details founder self-preservation and VC reluctance to give up board control. Ann challenges the moderator's premise, asserting that founders do not actively contest independent value but rather deprioritize it due to short-term operational pressures. | |
| Board Advisors versus Full Independent Directors | 3 | 6 | 2 | 3 | The moderator pushes on whether informal board advisors can replace formal independent seats. Ann and Lars elaborate on the pitfalls of ego-driven board selection and detail how conducting internal 360 interviews helps uncover real cultural values. | |
| Onboarding Best Practices for New Directors | 2 | 5 | 1 | 1 | The moderator asks how onboarding differs for independents. Ann outlines key onboarding steps like employee orientation and factory floor product exposure, while Lars candidly admits his company completely neglected director onboarding when going public. | |
| Vetting Candidates and Uncovering Core Values | 2 | 5 | 2 | 1 | The moderator asks for operational best practices in maintaining board health. Lars details his process for doing personal blind reference checks and asking offbeat questions like what candidates learned from their mothers to uncover core values. | |
| Managing Board Crises and Coaching CEO Leadership | 2 | 6 | 2 | 1 | The moderator fields an audience question on balancing CEO support with direct intervention. Ann details using 360 performance feedback to build CEO self-accountability, while Lars emphasizes that board trust must be established long before a crisis occurs. |
Statements from this episode (15)
Lars Dalgaard: Building a board consisting solely of investors was a mistake
“I made the mistake, I would say, of having all investor, similar to what you said in the beginning, board members.”
Miura-Ko: Independent board members help surface VCs' hidden agendas
“What's very valuable for the independent is they can actually help surface a lot of this sort of hidden assumptions in the boardroom. So if you have multiple investors and multiple cost spaces and multiple rounds, You know, maybe one investor wants the company…”
Dalgaard: I rushed hiring an independent board member right before IPO
“It takes very long time to find a very good person for you, and so you don't want to rush that the way I did it right before the IPO.”
Dalgaard: Independent directors must love the business, not the CEO
“I don't think that you can have Somebody be independent if they only love you. I think they have to be in love with your business, but I think it's dangerous if they're smitten by you and sort of bowled over because then they don't become independent.”
Dalgaard: Founders take far more personal risk than venture investors
“It's pretty intimidating to be around your VCs. You've thrown your whole life into this. They haven't, and so it's bigger risk for you personally than it is for them”
Dalgaard: I initially took independent board members less seriously than VCs
“My external board members, for some, I can't really explain reason, I just, I took them less serious, and I wish I had taken them more serious”
Miura-Ko: Advisory roles serve as an effective audition for board seats
“Well, I think you just mentioned a way that could be a great avenue into auditioning for a board role. They gave a lot of free advice when they were looking at board roles. So I think one way in is start as a board advisor, get to know the CEO. I mean, you men…”
Dalgaard: Prospective board members must do blind background checks
“It's very, particularly if it's your first board, it's very easy to fall in love. This must be it. Now I'm getting that, and it's, your ego drives your decision-making, even if you won't admit it. Now I'm on my first board. This is exciting. Maybe not so fast.…”
Dalgaard: Took SuccessFactors public earlier than desired due to board pressure
“Because I, honestly, I didn't really want to go public, but my board wanted to go public, and so I was, had a great sense of duty, of doing things that, I mean, obviously, I got a lot of runway, building your own company the way you want it, and so I felt the …”
Miura-Ko: Zoom prioritized orthogonal thinking over domain expertise for board seats
“So it was the opposite of looking for industry domain recruiting, and it was much more driven to this I'd say orthogonal thinking, as well as people who shared a common core values.”
Dalgaard: Recruit independent board members for problem-solving fit, not PR prestige
“I was so focused on getting the people who had been big in my industry before so that I could advertise that now I had them. I, I'd much rather have the one who wasn't the biggest today, but the one that was the right fit with me, that wanted to go and fight t…”
Miura-Ko: Most corporate boards completely neglect director onboarding processes
“What I have found is that most boards don't think about their onboarding process, because it really doesn't fall to it being any of the director's responsibility. You know, the nominating corporate governance Chair, like, my job is to go find the directors, bu…”
Miura-Ko: Zoom required new board directors to complete standard employee orientation
“There were a couple things we did on the Zoom board when we onboarded two directors that were just tips I'll pass along. One was we really wanted the new directors to go through orientation like a new, any employee would.”