Reference: GILA/PB/C04/2608
Company stage: Series C
Seat classification: Contractually independent, non-executive private-company board seat; final statutory classification to be confirmed before appointment
Primary board geography: Kochi and Singapore with customer-vessel reviews
Meeting pattern: Seven boards, quarterly Audit/Technology/Climate Committee and cross-border sessions
Status: Confidential retained-search specification; client identity only after conflict pre-clearance and NDA.
Anonymised company context
A maritime software and services company measuring vessel fuel and emissions performance, supporting voyage optimisation and administering decarbonisation evidence for ship owners, charterers and cargo customers.
Series C capital of USD 60–90 million supports Singapore and European expansion. Revenue combines software subscriptions, onboard equipment, analytics services and performance-linked contracts.
Calibrated market hint: Kochi engineering roots, Singapore commercial operations and voyage-optimisation focus describe a limited maritime-tech set. Candidates must treat any inference as confidential and disclose it only for conflict screening.
Why the seat exists now
The company’s data can influence charter payments, customer emissions claims and regulatory reporting. The board must govern sensor integrity, data ownership, methodology changes and savings guarantees before the platform becomes embedded in high-value contractual disputes.
At Series C, the company should be building option value: a later IPO, strategic transaction or continued private growth must all remain credible. That requires committee-grade oversight, disclosure-controlled KPIs, a clean group structure, mature risk ownership and decisions that serve the company rather than the timetable of any one shareholder.
Board design, authority and boundaries
Contractually independent director; Chair of voluntary Audit, Technology & Climate Integrity Committee. The member will not verify individual voyage emissions or act as a classification/assurance body.
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
- Define authoritative data from sensor/ship systems through calculations, adjustments and customer reports
- Govern methodology versions, emission factors, estimation, missing data and restatement
- Review charterparty/data rights, savings guarantees, gain-share and dispute mechanisms
- Establish hardware installation, calibration, cyber, remote-access and vessel-safety controls
- Validate customer carbon and fuel-savings claims before public use
- Govern EU/IMO and other regulatory change ownership without presenting software as legal assurance
- Reconcile subscription, hardware, service and performance revenue with implementation cost
- Build cross-border entity, tax, sanctions, client concentration and IPO-option readiness
Decisions likely to reach this director
- Whether to guarantee a fuel saving that depends on crew and weather
- How to handle a methodology correction affecting prior customer claims
- Whether a major charterer may control data that the owner disputes
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
- Maritime operations, shipping technology, carbon accounting, classification, audit, enterprise SaaS or chartering leader with board judgement
- Data-methodology and contractual literacy
- Cross-border experience
- Independence from owners, charterers and assurance firms
Particularly valuable
- Vessel performance/technical management
- EU ETS/FuelEU or IMO data systems
- Contractual measurement and verification
- Maritime cyber or data dispute
- Software/public-market experience
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
Interests in ship owners, charterers, cargo customers, class/assurance bodies, sensor vendors, traders, funds or competitors; paid verification of platform outputs; freight or carbon 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 diligence-ready, committee-ready company with auditable operating claims and strategic options that have not been damaged by avoidable governance debt. For this mandate, the board will look for:
- Data lineage and methodology changes are controlled
- Savings and carbon claims are evidence-bounded
- Disputes and guarantees have clear economics
- Cross-border diligence finds no hidden data, sanctions or revenue issue
Commitment, economics and protection
- Expected commitment: 24–30 days annually with international travel and incident availability.
- Commercial terms: Three-year term. Fixed cash fee; no savings-share or verification fee. Equity independently reviewed. Maritime professional, cyber and global D&O protections 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.