The Important Role Independent Directors Play on

Private Company Board Diversity

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Research from Bolster’s Board Benchmarking study of 250 CEOs and 650+ board directors

Our Research

We surveyed CEOs of private companies to understand the:

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• Diversity
• Composition
• Compensation

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of their Boards of Directors.

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Through this work, we learned some surprising things about the makeup of boards today and the role independent directors play in board diversity.

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bolster.com/benchmark #flipthescript

Who We Surveyed

• 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)

bolster.com/benchmark #flipthescript

Key Findings

What our research found about board diversity & composition

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Use the hashtag, #flipthescript to share this study and how you plan to help change the look of private company boards today.

Only ⅓ of boards have independent directors

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But half of companies in our study have an open board seat

More than half of boards have no diversity

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Most boards have room for independents

A lot of boards take up space with management & investor directors

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Director seats are primarily held by men

Only 14% of board director seats overall are held by women

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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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8 in 10 board directors are White

Most race & ethnic diversity on boards come from management directors

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The age range of directors follows a bell curve

83% of companies have directors spanning multiple age ranges

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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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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

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More detailed compensation data is available to CEOs who participate in Bolster’s board benchmarking study for free here.

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2%

of directors in our data set receive any cash compensation.

What CEOs & Board Leaders Can Do

Actionable tips for CEOs and Board Leaders to #flipthescript on board diversity

1. Make space for independent directors on your board

Don’t “double up” on board seats.

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• Opt for just one management director or founder�
• Limit your investor seats�
• Aim for a rule of thumb: 1 independent for every 1 investor

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Source: Correlation Ventures

2. Bring on independent directors early and often.

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

66%

of CEOs are open to bringing first-time directors onto their board.

3. Always be recruiting and building relationships with diversity in mind.

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

90%

of CEOs today looking for board members today are looking to add diverse directors

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4. Look for ways to build cohesion and inclusion on your board.

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

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• Establish communication norms of “bias interruptions” to encourage directors to call out unwanted bias

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5. Practice advocacy to broaden access for others

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

allyship - an ally is one associated with another as a helper, who expresses and gives support to a marginalized group

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advocacy - one who actively pleads the cause of another, who defends or supports the interests of a cause or group�

Source: Just Work framework

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Our Study

Read the full study at bolster.com/benchmark and participate for access to interactive results here

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About Bolster

Bolster is an on-demand talent marketplace for executive and board roles. If you have questions, or would like to work with Bolster on a search for an independent director on your board, go to bolster.com.

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