Company context
The company operates a technology-enabled platform serving industrial maintenance and procurement teams. It brings together catalogue normalisation, technical equivalence, supplier discovery, fulfilment, quality documentation and inventory visibility across a wide range of maintenance, repair and operating parts. The company is scaling enterprise contracts while selectively holding inventory or taking fulfilment responsibility where availability and authenticity matter.
This model can create value by reducing plant downtime, fragmented purchasing and excess customer inventory. It can also accumulate hidden risk. A digital catalogue may imply equivalence where technical specifications differ; a marketplace may become the merchant of record in practice; gross transaction value may grow faster than contribution or cash; and a single counterfeit, unsuitable or poorly traceable part can cause equipment damage or a safety event. The Board seeks an Independent Director who understands that this is both a data business and an industrial-responsibility business.
The Board mandate
The Director will help govern the transition from growth-stage platform to durable industrial institution. Priorities include product authenticity, technical-master-data integrity, customer and supplier concentration, inventory exposure, credit, revenue quality, cybersecurity, AI-assisted part matching and the design of scalable enterprise controls.
The appointee will challenge growth measures that obscure returns, cancellations, rebates, pass-through logistics, extended credit or inventory risk. At the same time, the Director should help management invest selectively in technical content, assurance, integration capability and customer trust—assets that may be more strategically valuable than raw transaction volume.
Strategic and governance priorities
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Clarify the company's role in every transaction. Distinguish marketplace, reseller, fulfilment agent, inventory owner, technical adviser and managed-service responsibilities. Ensure contracts, accounting, insurance and customer communication reflect the substance.
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Protect product authenticity. Review supplier onboarding, authorised-channel evidence, chain of custody, batch or serial traceability, documentation checks, sample testing, returns quarantine and escalation of suspected counterfeit goods.
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Govern technical equivalence. Establish decision rights for cross-references, alternate parts and substitutions. High-consequence recommendations should require qualified review, application context, confidence thresholds and an auditable approval trail.
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Oversee AI-enabled matching. Require validation datasets, error classification, human review, monitoring for model drift and clear restrictions on automated recommendations. Accuracy must be assessed by consequence, not aggregate percentage alone.
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Make revenue quality transparent. Separate recurring platform fees, managed-service revenue, product margin, logistics recovery, supplier funding and one-time implementation. Track renewal, share of wallet and contribution after service effort and claims.
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Control working-capital expansion. Examine inventory by demand certainty and technical obsolescence, supplier advances, customer credit, disputed deliveries, returns and rebate receivables. Define approval thresholds for non-cancellable or customer-specific stock.
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Strengthen enterprise contract governance. Test service levels, downtime-related liability, price benchmarking, savings commitments, integration obligations, cyber clauses, data ownership, exclusivity and termination assistance before signing.
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Manage customer concentration. Assess revenue, gross profit, receivables, engineering effort and platform roadmap dependence by customer group. Prevent a large contract from silently turning the company into a captive procurement function.
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Govern supplier conduct. Monitor ownership, financial health, authorised status, quality history, sanctions, conflicts, labour and environmental expectations. Commercial teams should not be able to override high-risk onboarding controls alone.
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Protect industrial and personal data. Review customer asset registers, maintenance patterns, pricing, employee access, supplier data and system integration credentials. Segment access and monitor abnormal extraction or catalogue manipulation.
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Build resilient operations. Test order management, warehouse systems, integrations, logistics partners, incident response and manual continuity. Recovery plans should prioritise critical customer operations rather than treating all orders equally.
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Align sales incentives. Reward collected contribution, adoption, renewal and service quality—not booked transaction value alone. Defer recognition of incentive outcomes where returns, rebates or implementation obligations remain uncertain.
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Create capital-allocation discipline. Compare investment in warehouses, embedded teams, catalogue content, acquisitions and software using cash conversion, trust advantage and strategic defensibility. Avoid asset accumulation without differentiated returns.
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Prepare for the next institutional stage. Strengthen governance, financial close, compliance, succession, risk reporting and option readiness for a strategic transaction, later funding round or eventual public listing without making an exit timetable the operating strategy.
Board decisions requiring independent challenge
The Director will contribute to decisions on inventory-led expansion; high-value enterprise agreements; acquisitions of distributors or technical-data businesses; private-label products; overseas sourcing; embedded procurement operations; customer credit; warehouse investment; AI product releases; and financing strategy.
Every proposal should identify who bears specification, authenticity, custody, performance, cyber and credit risk. The Board should see gross and net revenue, collected contribution, required working capital, operational complexity, liability caps, exit obligations and the downside if expected volumes do not materialise.
Trust and performance dashboard
The Board dashboard should include active enterprise customers; renewal and wallet-share cohorts; collected contribution; disputed and overdue receivables; inventory ageing by demand basis; customer-specific stock; order fulfilment; returns; suspected counterfeit incidents; technical-match overrides; supplier concentration; rebates accrued and collected; platform availability; cyber events; customer integrations at risk; sales incentive quality; and liquidity runway under downside conditions.
Internal assurance should test catalogue change permissions, supplier-document authenticity, order-to-cash cut-off, inventory existence, rebate recognition, return disposition, customer credit overrides and model-governance evidence. Serious product-integrity concerns must reach an independent Board channel even when commercial teams believe the probability of harm is low.
Candidate profile
Candidates should have at least 20 years of leadership experience across industrial distribution, maintenance, manufacturing, procurement, enterprise technology, logistics, audit, finance, product quality, cybersecurity or growth-company governance. Exposure to industrial components, complex catalogues, technical sales, working-capital businesses or enterprise SaaS will be highly relevant.
The Board seeks a candidate who can question technology architecture without becoming a product manager and challenge commercial growth without losing strategic ambition. Former CEOs, CFOs, chief procurement officers, digital leaders, quality executives, platform leaders, Audit Committee members and experienced scale-up directors are encouraged to apply.
Eligibility, independence and conflicts
Active inclusion in the IICA Independent Directors Databank is mandatory. The candidate must be independent of founders, institutional investors, management and major commercial counterparties. Holdings, advisory assignments or close relationships involving industrial customers, original equipment manufacturers, distributors, logistics providers, enterprise-software companies, lenders or competing procurement platforms must be disclosed.
The Director must observe strict confidentiality because customer maintenance patterns and asset information may be commercially or operationally sensitive. The Board role may not be used for supplier introductions carrying personal economic benefit.
First 100-day priorities
- Map the company's legal and economic role across its ten largest transaction models.
- Review selected orders from technical match and supplier onboarding through collection, return or claim.
- Examine authenticity incidents, catalogue overrides, cyber risks and customer-data access.
- Reconstruct customer-level contribution and working-capital consumption for the largest contracts.
- Evaluate sales incentives and approval rights for inventory, credit and technical substitutions.
- Agree a Board trust dashboard and escalation protocol for product-integrity events.
First-year outcomes
Within twelve months, the company should possess clearer transaction-accountability boundaries, consequence-based technical controls, stronger supplier assurance, disciplined working capital and Board metrics that prioritise collected value and industrial trust. The Director's contribution should allow scale without permitting catalogue complexity, AI confidence or transaction volume to outrun accountability.