Weekly Briefing Note for Founders 27/3/25

26th March 2025
CATEGORY:

When to appoint a chairman? How founders should take control of the process

Sooner or later, most founders will need to address the question of whether to appoint a Chairman. Often it’s not something founders think about until it’s raised - sometimes insisted upon - by investors.

This conversation typically arises during the first or second institutional raise. Suddenly, you’re no longer the scrappy startup team running board meetings from a Notion doc; you’re expected to professionalise your governance. And the topic of bringing in a Chair lands squarely on your plate.

But here’s the thing: you don’t have to wait for someone else to raise it. In fact, you shouldn’t. Founders who take control of the process - defining if, when and why they need a Chair - are far better positioned to make the role work for them rather than against them. This week's briefing note is designed to help you do exactly that.

We’ll look at why appointing a Chair is typically a bigger deal in the UK than it is elsewhere, walk through the pros and cons of bringing one on board, and share some guidance on how to make the right choice, at the right time, for the stage you’re at.


Appointing a chair early: a UK phenomenon?

If you’re a UK founder, it might feel like appointing a Chair is standard practice after your first serious round. That’s because, in the UK, it often is. Compared to US startups, UK companies typically bring in a Chair earlier - sometimes immediately post-Seed, and nearly always by Series A.

In the US, it’s common for founder-led boards to persist much longer. Startups may go right through Series B, even Series C, before bringing in a formal Chair. And when they do, it’s often a founder-led decision to add strategic experience or help prepare for IPO or acquisition. It’s less likely to be a governance-driven move.

Why the difference? It largely comes down to culture and governance norms.

In the UK - and across Europe - there’s greater emphasis on formal governance structures early in a company’s life. It’s not unusual for institutional investors to push for a Chair at Seed or Series A as part of their de-risking playbook. In sectors like FinTech, regulated HealthTech, or DeepTech, the expectation can be even more pronounced. “Adult supervision,” as it’s sometimes framed, becomes a checkbox investors want to tick.

US investors, particularly those from the Valley, tend to take a different view. There’s more tolerance for the informality of early-stage governance. If you have a strong CEO and a lead investor, that’s often deemed sufficient until real scale (and serious public capital) comes into view.

As a UK founder, you need to be aware of these differences because they’ll shape the timing and terms of the conversation about Chairs. But geography doesn’t have to dictate your decision. What matters is what works for you.


Weighing the pros and cons of appointing a chair

So how should you think about bringing on a Chair - especially if pressure is coming from investors after your first institutional raise? Let’s take a clear-eyed look at both sides.

The case for appointing a chair post-raise:

1. Board and governance maturity
A Chair can professionalise your board. They’ll ensure meetings are structured, focused, and productive - something that gets more important as the board gets bigger and more complex.

2. CEO support and coaching
The right Chair becomes a sounding board and mentor. They can help you develop as a leader, manage your team through scaling challenges, and navigate complex board dynamics.

3. External credibility
Having a reputable Chair can add credibility with future investors, customers, regulators, and potential hires. It signals you’re building a grown-up company that’s ready for prime time.

4. Investor relations buffer
A Chair can act as an intermediary between you and your investors, ensuring conversations stay strategic and constructive. They help manage competing agendas and keep the board working as a team.

The case against appointing a chair too soon (or under pressure):

1. Loss of founder control
A Chair can shift the power dynamics on your board - sometimes in ways that aren’t helpful. If they’re seen as the investors’ proxy, you risk losing influence over key decisions.

2. Culture clash
A Chair from a traditional corporate background might not ‘get’ your startup culture. There’s a risk they’ll push for processes and controls that don’t fit the pace you need to move at.

3. False sense of security
A Chair isn’t a silver bullet for governance or leadership issues. If they’re appointed to tick a box rather than solve a problem, they can become a distraction rather than an asset.

4. Cost in time and energy
Onboarding a Chair takes time. Aligning them with your vision and integrating them into your board dynamics is a serious leadership task. At the wrong time, it’s a distraction you don’t need.


How founders can make the right call

1. Decide if it’s a need or an ask
If investors are pushing for a Chair, ask why. Are they genuinely adding value - or are they managing risk on their side? If you’re already feeling pressure about execution, governance, or leadership, a Chair may be helpful. If you’re not, think twice.

2. Define the role and fit
What do you want your Chair to do? Coach you? Manage the board? Open doors in your market? Be specific. And make sure they’re your pick - not a default hire from your lead investor’s rolodex.

3. Run a proper search
Treat this like hiring a key exec. Talk to CEOs they’ve worked with. Prioritise chemistry and alignment. Make sure they understand their role: to support, not to control.

4. Structure the engagement thoughtfully
Clarify their remit, time commitment, and boundaries. Set clear expectations about how you’ll work together and how they’ll interact with the rest of the board.


Special note on CEO coaching:

In the US, founders tend to approach the coaching question differently. Rather than relying on one individual to cover a broad range of coaching topics, they often build a network of specialised advisors and coaches. It’s common for US founders to engage multiple experts - whether focused on leadership development, organisational design, fundraising strategy, or personal performance - rather than vesting that entire responsibility in the Chair. This distributed model gives them access to a wider set of perspectives tailored to specific challenges as they evolve.


Different stages, different chairs: matching fit to the phase of your startup

Not all Chairs are created equal. And the Chair you need at Seed is rarely the Chair you need at Series B or beyond.

At product/market fit stage:

If you’re still on the journey to product/market fit, you need a Chair who understands ambiguity and iteration. Look for someone who’s been close to the action in early-stage companies, ideally in founder roles. They’ll help you balance focus and flexibility.

What you don’t need at this stage is a Chair who insists on polished board packs, 12-month budgets, or rigid processes. That kind of structure can kill momentum.

At scaling stage:

If you’re scaling post-Series A or B, you need a Chair who can help you grow into a larger organisation. They should have experience managing complex stakeholder dynamics, scaling leadership teams, and preparing for later-stage fundraising or exit.

This Chair might be more traditional in their governance approach - but they still need to understand the founder journey and respect the entrepreneurial culture that got you this far.


What UK founders should watch for

In the UK, the pressure to professionalise early is real. Investors may insist on a Chair sooner than you’d prefer. But that doesn’t mean you have to roll over.

Here’s what to look out for:

  • Investor-led chairs: Be wary if your investors are suggesting someone without giving you room to evaluate alternatives. If the Chair isn’t aligned with you, they won’t be much help.
  • Over-governance: Don’t let a Chair impose processes that stifle agility. Boards should be strategic partners, not bureaucratic obstacles.
  • The illusion of safety: Appointing a Chair doesn’t insulate you from tough decisions or hard conversations. You’re still the CEO, and the buck stops with you.

And remember, you can professionalise without a chair:

  • Leverage your finance director/CFO as company secretary: They can take ownership of organising board meetings, setting agendas, circulating papers, and producing board minutes. This ensures smooth governance without the need for an external Chair.
  • Engage a strong independent non-executive director (NED): A well-chosen lead NED can act as a facilitator for board discussions and provide an impartial check and balance, helping manage investor relations without the need for a formal Chair.
  • Implement clear governance frameworks and board processes: Adopting structured board practices - such as formalised decision-making processes and comprehensive reporting - can give investors confidence in your governance without bringing in a Chair too early.


What this means for you as a Founder/CEO

As you move forward after your first institutional raise, you’ll face growing complexity and rising expectations. The Chair conversation will come up. How you handle it can either strengthen your leadership - or undermine it.

Take control of the process:

  • Be proactive in deciding when and why you need a Chair.
  • Be deliberate in choosing the right person for your stage.
  • Be clear in setting expectations and boundaries.

The right Chair can help you scale, strengthen your board, and sharpen your leadership. But only if they’re your choice - and only if they’re the right fit for where you are now.


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