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    Deal Terms & Legal
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    Global · Global

    Board Seat

    Also called: Board director seat

    TL;DR

    A formal director position on the company's board of directors, typically granted to a lead investor in a priced round.

    A board seat is the highest-leverage governance right an investor can have. Board members vote on corporate actions: hiring/firing the CEO, approving budgets, approving financings, approving acquisitions. Lead investors at Series A typically take one board seat; Series B and later rounds usually expand the board further.

    Board composition matters more than board count. A 5-person board with 3 independent directors is structurally different from a 5-person board with 3 investor directors. Founders typically lose board control between Series A and Series C; the goal is to maintain operational control through other governance mechanisms.

    Worked example

    After Series B, the 5-person board: 2 common (founders), 2 preferred (Series A lead, Series B lead), and 1 mutually-agreed independent. Approving an acquisition requires majority + a separate majority-of-preferred consent.

    Common pitfalls

    • Letting investor board seats stack across rounds and crowd out independents.
    • Choosing a lead investor for valuation when the board seat will define the next decade.
    • Failing to add independent directors that balance investor representation.

    When this shows up in a pitch deck

    Board composition is a diligence topic; not pitched in the deck.

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    Board Seat shows up most often in these scoring rubrics and investor profiles, jump straight to who cares about it and how to pitch them.

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