Reference: GILA/ID/PE-049/PET
Board seat: Independent Director, Non-Executive
Primary board location: Mumbai with clinics and fulfilment visits
Meeting model: Eight board meetings in growth year; quarterly Audit/Risk once constituted
Mandate type: PE/VC-Backed Company Governance Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A venture-backed pet-care platform combining clinics, pharmacy, grooming, food and digital subscriptions under one consumer brand.
Series D capital of USD 80–120 million has funded rapid clinic rollout. Two founders retain operating control, while three institutional investors hold consent rights and the next round or strategic exit is expected within 24 months.
The board problem and strategic reason for appointment
The board needs a genuinely independent voice on clinic economics, veterinary quality, founder roles, cash runway and acquisition pacing. Investor preference for speed and founder attachment to breadth must be tested against company interest.
The board is not buying a credential. It is appointing an independent decision-maker who can convert this problem into a governed sequence of choices, evidence and accountability. Success will be judged by the quality of decisions and control improvement, not by the number of recommendations made.
Board position, authority and interfaces
Contractually constituted independent seat; intended Chair of voluntary Audit/Risk Committee. Final statutory classification will be legally confirmed.
The appointee will have direct, unfiltered access to the Company Secretary and to the relevant control-function leaders. Any advisory support requested by the board must remain management-executed: the director sets questions, tolerances and evidence standards, but does not become an executive or consultant.
First 12–18 month strategic charter
- Create clinic cohort economics separating care quality from retail attachment; establish voluntary Audit/Risk governance before the next raise; review veterinary credentialing, medicine controls and severe-event reporting; define founder/investor decision protocol for acquisitions, bridge capital, secondary sales and runway triggers
- Clarify how statutory-board duties interact with reserved matters, investor consent rights, founder control, information rights and the path to exit; record where the independent director must arbitrate rather than align.
- Build a board pack that reconciles growth narrative with cash, unit economics, customer concentration, control maturity and downside runway under a delayed fundraise or exit.
Decision profile sought
Essential evidence
- Growth-stage consumer, veterinary, healthcare-services or multi-site operator; SHA and fundraising fluency; independence from all cap-table factions
Differentiators
- Experience closing or refusing a growth acquisition; down-round or delayed-fundraise governance; unit-economics depth
GILA will assess growth-stage or buyout governance, fluency in shareholder-agreement mechanics, independence from both fund and founder, and experience when the plan did not work. Candidates should expect a case discussion based on an ambiguous board decision from this mandate, not a career-history interview alone.
Independence, suitability and downside diligence
The search will apply Section 149(6), Sections 164–165, Schedule IV and the applicable listing or sector rules to the entity’s legally verified status at the appointment date. Databank/proficiency status, listed-entity directorship and committee ceilings, pecuniary relationships, relatives’ interests, recent audit/advisory work and interlocking directorships will be checked. The appointment is subject to formal legal and secretarial confirmation; this posting is not a substitute for that determination.
Mandate-specific screens: Investment, advisory or board ties to funds, founders, competitors, suppliers or potential acquirers; expectation of deal flow; clinical consulting role.
Before accepting the seat, the candidate will receive under NDA the latest board composition, committee charters, material litigation/regulatory schedule, related-party map, last audited accounts, current D&O policy and the specific risk papers necessary to make an informed liability assessment.
Twelve-month outcomes
The board expects a board that can make difficult financing, founder and scaling decisions without confusing investor preference with company interest. For this particular seat, the evidence will be:
- Clinic cohorts and cash runway reported consistently; voluntary committee operates with direct control-function access; reserved-matter disputes follow documented company-interest analysis
Commitment, protection and economics
- Expected load: 22–30 days annually; heavier during financing or acquisition.
- Terms: Initial three-year contract subject to documents; fixed annual fee and sitting fees; any equity separately classified and independence-advised; D&O and indemnity mandatory.
- Protection: Appointment letter, deed of indemnity where legally available, appropriate D&O cover including discovery/run-off terms, access to independent advice under the board-approved protocol, and complete minuting of dissent.
- Equity: No stock options where the appointment is legally an independent-director seat subject to Section 149(9). Any private-company structure outside that perimeter will be expressly classified and separately advised; no equity is implied by this posting.
Search process
Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.