The Important Role Independent Directors Play on Private Company Board Diversity

1. The Important Role Independent Directors Play on
Private Company Board Diversity
Research from Bolster’s 2021 Board Benchmarking study of 250 CEOs and 650+ board directors
bolster.com/benchmark
#flipthescript

2. “The ideal scenario is for companies to
increase their diversity without external
pressures. But what gets measured, gets
done.”
— Linda Akutagawa, chair for the Alliance for Board Diversity and
chief executive of Leadership Education for Asian Pacifics
(Source: The New York Times)

3. We surveyed CEOs of private companies
to understand the:
● Diversity
● Composition
● Compensation
of their Boards of Directors.
Through this work, we learned some
surprising things about the makeup of
boards today and the role independent
directors play in board diversity.
Our Research
bolster.com/benchmark

4. ● 250 companies
● 650+ board directors
(47% investors, 41% management/founders,
and 11% independent directors)
● Representing companies
across all stages
● More than 250 VC firms
represented
● Spanning 30+ industries
(largest represented included SaaS,
Computer Software and IT services)
Who We Surveyed
bolster.com/benchmark

5. What our research found about board diversity & composition
Use the hashtag, #flipthescript to share this study and how you plan to help change the look of
private company boards today.
Key Findings

6. Only ⅓ of boards have independent directors
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But half of
companies in
our study have
an open board
seat

7. More than half
of boards have
no diversity
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8. Most boards have room for independents
A lot of boards take
up space with
management &
investor directors
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9. Director seats are primarily held by men
Only 14% of board
director seats
overall are held by
women
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10. Women are 3x as likely to be independents
Our findings
indicate that CEOs
are beginning to
leverage
independents to
diversify their
boards
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11. 8 in 10 board
directors are White
Most race & ethnic diversity
on boards come from
management directors
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12. The age range of directors follows a bell curve
83% of
companies have
directors
spanning
multiple age
ranges
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13. A post-grad degree is not a requirement for independents
41% of independent
directors have only
an undergraduate
degree or some
college
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14. How independent directors are compensated
● Cash compensation is very uncommon;
nearly always equity
● The only companies that offered cash
compensation were at the Series C or
Series D+ stage
● There’s a wide range of vesting,
acceleration, and value of options
More detailed compensation data is available to CEOs who
participate in Bolster’s board benchmarking study for free here.
#flipthescript
2%
of directors in our data set
receive any cash
compensation.

15. Actionable tips for CEOs and Board Leaders to #flipthescript on board diversity
What CEOs & Board Leaders Can Do

16. Don’t “double up” on
board seats.
- Opt for just one
management director
or founder
- Limit your investor
seats
- Aim for a rule of
thumb: 1 independent
for every 1 investor
1. Make space for independent directors on your board
#flipthescript
Source: Correlation Ventures

17. Don’t wait until the Series C stage (or later) to
add independent directors to your board.
- Maximize the reach of your network by
intentionally building relationships with
diverse leaders in other businesses
- Broaden your search to include first-time
directors or consider individuals from non-
traditional backgrounds
2. Bring on independent directors early and often.
66%
of CEOs are open to
bringing first-time
directors onto their board.
#flipthescript

18. Recruiting starts with building relationships.
- Seek out diverse perspectives from other
senior leaders all the time, not just when you
have an open board seat
- “Quantify your bias” - Don’t just build
relationships with people who look like you;
hold yourself accountable to creating new
professional networks
- Look for ways to mentor first-time directors
on your board
3. Always be recruiting and building relationships
with diversity in mind.
90%
of CEOs today looking for
board members today
are looking to add diverse
directors
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19. Diversity is step one. Inclusion follows.
- Be wary of “tokenizing” individuals who
bring much-needed diversity to your
board; recruit in pairs, when possible
- Make space for diverse voices around
the table
- Establish communication norms of
“bias interruptions” to encourage
directors to call out unwanted bias
4. Look for ways to build cohesion and inclusion on
your board.
BIAS
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20. Every executive and director plays a role in
board diversity.
- If you’re a member of the majority
group on a board, move from allyship to
advocacy in your support of others
- Connect with your networks and
amplify others to help them find board
and leadership opportunities
- Seek out other board directors who also
practice allyship and advocacy
5. Practice advocacy to broaden access for others
allyship - an ally is one
associated with another as a
helper, who expresses and
gives support to a marginalized
group
advocacy - one who actively
pleads the cause of another,
who defends or supports the
interests of a cause or group
Source: Just Work framework
#flipthescript

21. Bolster
Bolster is an on-demand talent marketplace for executive and board roles.
Participants of the Gunderson, Valence, BLCK VC event, Key Strategies for Increasing Board Diversity,
are eligible for one free assisted search for executive talent on Bolster. To redeem, sign up for a
Bolster account here and email clients@bolster.com, mentioning this event.
Our Study
Read the full study at bolster.com/benchmark and participate for access to interactive results here.
bolster.com/benchmark