Independent Board Member — Senior Living Operations | Care, Occupancy & Asset-Light Governance

Reference: GILA/PB/B03/2608
Company stage: Series B
Seat classification: Contractually independent, non-executive private-company board seat; final statutory classification to be confirmed before appointment
Primary board geography: Pune and Chennai with community visits
Meeting pattern: Seven boards, quarterly Care/Risk Committee and site immersion
Status: Confidential retained-search specification; client identity only after conflict pre-clearance and NDA.

Anonymised company context

A senior-living operator managing independent-living and assisted-living communities under management contracts, leases and joint ventures with property owners.

The company has raised USD 30–45 million and manages 2,000–3,000 units. Revenue includes resident fees, care packages, food and community services; refundable deposits and owner obligations differ across projects.

Calibrated market hint: A Pune–Chennai operating footprint and a mix of independent and assisted living describes several plausible private platforms. Candidates must treat any inference as confidential and disclose it only for conflict screening.

Why the seat exists now

The independent director must connect resident dignity and care quality to property economics. Asset-light growth can hide unclear clinical escalation, deposit protection, owner capex, staffing and emergency risk.

At Series B, IPO-path governance means proving that growth can repeat without relying on heroic founders, spreadsheet reconciliations or investor intervention. The board must see cohort economics, regulated or safety-critical exposures, management depth and cash consequences early enough to alter the plan.

Board design, authority and boundaries

Contractual independent director; Chair of voluntary Care, Customer & Risk Committee; Audit member for deposits, revenue and owner arrangements. The director is not the clinical head.

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

1. Define resident acuity, care scope, emergency transfer and safeguarding responsibility by community
2. Govern medication assistance, falls, infection, abuse, food safety and serious-event review
3. Reconcile enquiries, bookings, occupied units, paying residents, deposits, refunds and collected revenue
4. Review owner contracts, capex, maintenance, service levels and termination/step-in rights
5. Create community-level staffing, attrition, training and agency-worker controls
6. Establish complaint, family communication and end-of-life protocols
7. Set new-community gates around local demand, hospital access, staffing and property readiness
8. Build Series C/IPO-path governance without misclassifying the seat as a statutory ID

Decisions likely to reach this director

• Whether to open a community before staffing reaches plan
• Whether a property owner breach requires step-in or exit
• How to price higher-acuity care without creating unsafe cross-subsidy

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

• Senior care, hospitality, healthcare operations, real estate services, consumer protection or risk leader
• Empathy combined with evidence discipline
• Multi-site unit economics
• Independence from owners and investor group

Particularly valuable

• Assisted-living regulation, hospital transfer networks, deposit/customer-money governance, elder safeguarding or a serious care-event review

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

Relationships with property owners, hospitals, home-care vendors, insurers, referral agents, residents’ groups or competitors; medical referral income; ownership in managed communities.

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 repeatable unit economics, institutional controls and leadership capacity strong enough for a larger institutional round and eventual listing preparation. For this mandate, the board will look for:

• Care scope and serious-event evidence are consistent across sites
• Resident/deposit metrics reconcile to cash
• Owner obligations and maintenance are enforceable
• Expansion follows care, staffing and economic gates

Commitment, economics and protection

• Expected commitment: 24–30 days annually with site and incident availability.
• Commercial terms: Three-year term. Fixed cash fee and committee fee; no resident-referral economics. Modest equity only after review. Care/professional, premises, cyber and D&O protection mandatory.
• 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.