Reference: GILA/PB/A04/2608
Company stage: Series A
Seat classification: Contractually independent, non-executive private-company board seat; final statutory classification to be confirmed before appointment
Primary board geography: Bengaluru with estate and roasting visits in Karnataka
Meeting pattern: Eight boards, seasonal sourcing reviews and quarterly Audit/Risk once constituted
Status: Confidential retained-search specification; client identity only after conflict pre-clearance and NDA.
Anonymised company context
A vertically coordinated specialty-coffee business sourcing traceable lots from estates and small growers, operating roasting and subscription channels, and selling through cafés, e-commerce and export partners.
Series A capital of USD 9–14 million supports brand growth, farmer programmes and a new roasting site. The founders report gross merchandise, café revenue, subscription ARR and export contracts through different systems.
Calibrated market hint: A Bengaluru consumer brand with Coorg sourcing, subscriptions and selective cafés describes several plausible ventures. Candidates must treat any inference as confidential and disclose it only for conflict screening.
Why the seat exists now
The board needs a commercially literate independent member who respects product craft but insists on working-capital and provenance truth. Expansion into cafés could consume capital faster than subscriptions and wholesale can finance it.
At Series A, IPO readiness does not mean behaving as though a listing is imminent. It means eliminating governance debt while the cap table, operating model and management habits are still changeable: clean authority, reliable metrics, protected control functions, documented related parties and a board that can make a hard decision without founder or investor theatre.
Board design, authority and boundaries
Contractual independent director and intended Chair of a voluntary Audit, Sourcing & Consumer Committee. No involvement in coffee buying, grading or brand endorsement.
The appointee is expected to ask for evidence, frame choices, record dissent and hold management accountable. The appointee is not a part-time executive, broker, operating consultant, fundraiser or representative of the investor who proposed the name. Management remains responsible for execution.
Strategic charter — first 18 months
- Create one metric dictionary reconciling orders, subscriptions, café sales, wholesale, exports, returns and cash
- Build crop-year inventory ageing, quality, shrinkage and price-exposure reporting
- Verify origin, farmer-price, regenerative and carbon claims at lot and programme level
- Review café cohort economics including rent, fit-out, labour and mature-store cash
- Establish supplier advances, related estate purchases and export-customer credit controls
- Govern food safety, roasting consistency, product recall and allergen/additive claims
- Clarify founder roles across sourcing, brand and operations before Series B
- Sequence governance improvements toward an eventual public-market pathway without forcing statutory-ID filters today
Decisions likely to reach this director
- Whether the next capital should fund cafés or the core roasting/subscription engine
- How much crop inventory to carry
- Whether high-profile origin claims are sufficiently evidenced
These are not hypothetical interview prompts. They describe the type of decision on which the board expects an independent company-interest view, including the ability to say “not yet,” “only with conditions,” or “stop.”
Candidate market — evidence, not labels
Essential
- Consumer, coffee, food, retail, sourcing or growth-finance leader with board experience
- Working-capital and omnichannel judgement
- Willingness to visit farms and stores
- Independence from founders, investors and buying ecosystem
Particularly valuable
- Specialty beverage brand scaling
- Agricultural traceability or farmer economics
- Café portfolio rationalisation
- Consumer subscription and export channels
The search is deliberately open to former operators, founders, functional leaders, investors with genuine board experience, regulators, academics with operating relevance and experienced directors. Prior service on a listed board is useful but not a proxy for judgement.
IICA Databank and legal eligibility position
This search does not impose IICA Independent Directors Databank registration or the proficiency test as a blanket application gate. The disclosed company is presently private, and the seat is designed as a contractually independent non-executive board role. Before appointment, counsel and the Company Secretary will determine whether the company’s actual legal form, public-company status, holding/subsidiary relationships, borrowing or other facts trigger any statutory independent-director requirement. If the seat is later redesignated as a statutory Independent Director role during conversion or IPO preparation, the appointee must complete every then-applicable requirement before that redesignation.
All candidates must still have a valid DIN before appointment, complete required KYC/consent/disclosures, be free of Section 164 disqualification, remain within applicable Section 165 limits, and satisfy the Articles, shareholders’ agreement, investor consent rights and any sector-specific fit-and-proper rules. “Not required to be in the Databank today” does not mean “unregulated” or “low-liability.”
Independence and conflict screens
Ownership or advisory interests in estates, cafés, exporters, traders, roasters, landlords, certification firms or competing brands; endorsement arrangements; private commodity positions.
GILA will map pecuniary, advisory, investment, family, customer, supplier, competitor and investor relationships across the look-back period agreed with counsel. A fund nominee is not automatically independent; a well-known listed-company director is not automatically suitable; and a small equity holding is not automatically harmless. Substance and perception will both be assessed.
Downside diligence offered to the candidate
Before consent, the shortlisted candidate will receive under NDA: the cap table and side letters; Articles and shareholders’ agreement; last six board packs and minutes; cash/runway case; material contracts; regulatory, litigation, IP and related-party schedules; insurance policies; founder/KMP employment and equity terms; latest audit or financial review; whistleblower and incident summary; and a written statement of the expected board/committee classification. The candidate may request independent legal advice through an agreed protocol.
First-year evidence of success
The target is a board operating system that can support Series B diligence, preserve founder speed and begin a credible multi-year path toward public-market quality. For this mandate, the board will look for:
- All channel metrics reconcile to financials
- Inventory and farmer advances remain within risk appetite
- Café expansion follows cohort gates
- Sourcing and impact claims survive independent sample testing
Commitment, economics and protection
- Expected commitment: 20–26 days annually, with seasonal sourcing immersion.
- Commercial terms: Three-year initial appointment. Fixed annual fee plus meetings; modest time-based equity may be considered after conflict and independence review. Food/product, employment and D&O cover plus indemnity are required.
- Minimum protection: a written appointment letter, information and inspection rights, minuting of dissent, a deed of indemnity to the extent legally available, appropriate D&O with advancement and run-off, and access to independent advice.
- No hidden commercial role: no placement fee, sales referral, government liaison, customer introduction or consulting retainer is implied by the board appointment. Any separate engagement would require prior board approval, conflict review and clear disclosure; in many cases it will be prohibited.
Search and appointment process
Conflict pre-clearance → founder and lead-investor conversations held separately → GILA/SYMPHONY™ board-fit assessment → live mandate case → cap-table/SHA and board-pack diligence under NDA → references including one from a difficult company period → joint founder/investor/NRC session → legal, reputation and independence checks → board/shareholder appointment under the constitutional documents.