Your board sets the tone for everything that follows. We help directors and leadership teams build governance practices that create accountability, enable decisive action, and protect long-term value. Whether you're facing transition, managing complexity, or rebuilding credibility, we bring the expertise to get it right.
Board members who won't ask hard questions. Executive teams operating without real oversight. Fiduciary responsibilities that exist in theory but not in practice. Risk committees that review reports instead of challenging assumptions. Governance structures built for appearances, not pressure.
From the inside, your board challenges feel personal, context-specific, and impossible to untangle without causing more damage. But governance breakdowns aren't random—they follow predictable paths.
The board that champions "founder vision" until that vision becomes liability. The committee structure that looked rigorous until a real crisis exposed it as theater. The succession plan everyone agreed on until the succession actually happened. The governance controls that satisfied auditors but didn't prevent the breach.
We're former operators who've rebuilt boards after catastrophic failures, managed transitions that could have destroyed organizations, and stabilized governance during moments when everything hung in the balance. We've been inside companies where board dysfunction almost killed the business—and inside others where strong governance saved it.
That history taught us something critical: board problems compound in predictable ways. Recognize the trajectory early, and you can still correct course.
We help you diagnose what's actually breaking down, distinguish between symptoms and root causes, and build governance structures that function under stress—not just during quarterly reviews.
Who We Help: Directors, executives, and leadership teams navigating governance gaps, board transitions, fiduciary challenges, or structural reform.
Typical Situations: Succession planning, board composition issues, governance breakdowns, regulatory scrutiny, stakeholder conflicts, or organizational restructuring.
Our Role: Strengthen board effectiveness, clarify roles and accountability, resolve governance conflicts, and build frameworks that align oversight with strategic execution.
How We Work: Diagnostic assessment → Discreet intervention → Structural reinforcement. Always confidential, always rooted in fiduciary responsibility.
Outcomes: Improved board function, stronger risk oversight, restored stakeholder confidence, and governance structures built to endure pressure.
How to Get in Touch: Fill out this form or contact us on Signal at pholus.01 for a confidential discussion.
We work with a limited number of organizations each quarter to ensure we can provide the depth of engagement governance work requires. Current availability for new clients is limited.
Where Are You in Your Journey?
Setting Up Governance for the First Time?
You're formalizing board structure, establishing advisory relationships, or building oversight mechanisms that match your growth stage. You need to get it right before pressure exposes structural weaknesses.
Board Not Working the Way It Should?
Board-management breakdown. Succession paralysis. Oversight failures. Independence problems. Crisis governance collapse. Your board structure exists but isn't actually functioning. Time to rebuild it.
Most governance failures are baked in during setup - before the first meeting ever happens.
Every engagement is shaped by your organization's stage and complexity, but here's what board formation typically includes:
We don't deliver governance templates you could download for free. We deliver structures built for your actual operating environment, your actual risks, and your actual decision-making culture.
Most companies formalize governance when they're forced to—by investors demanding seats, by crises exposing structural gaps, or by complete operational collapse. By then, you're reacting under pressure instead of designing with clarity.
We help you establish board structures, advisory frameworks, and oversight mechanisms before crisis forces improvisation. Governance that enables growth instead of constraining it. Structure that serves the business you're building, not just investor requirements or compliance checklists.
Your seed round is closing and investors are asking for board seats. You've operated informally until now. You don't know what "normal" board governance looks like. You're not sure what rights to give up or what protection you need.
Getting board structure wrong during fundraising creates problems that compound for years—especially when you accept terms that sound reasonable but create deadlock, when you give investors veto rights you didn't understand, or when board composition makes future rounds harder to close.
We help you understand what investors are actually asking for versus what's standard, design board structures that protect founder control while providing legitimate oversight, and negotiate governance terms that don't handicap your ability to operate or raise future capital.
We'll help you draft governance documents that work in practice, establish meeting cadences and information flow that satisfy investors without consuming all your time, and avoid common structural mistakes that create problems during Series A and beyond.
This isn't about fighting investors or maintaining total control—it's about building governance structures that align incentives and enable decision-making as you scale.
We help you determine what board rights are reasonable versus overreach, how to structure voting and observer rights, and what governance commitments you can actually deliver on without destroying operational velocity.
We advise you during term sheet negotiation and board formation. We don't take board seats. You control the structure. We bring fundraising governance expertise, term sheet analysis, and honest assessments of what terms will help versus hurt as you grow.
You've grown past the stage where founder intuition is sufficient. You need outside perspective on market strategy, operational decisions, or technical direction. You're making bigger bets with more at stake. You need people who can challenge your thinking without slowing you down.
Operating without external oversight during rapid scaling creates blindspots that don't reveal themselves until they're expensive—especially when you're too close to the business to see strategic mistakes, when hiring or expansion decisions need validation, or when you need domain expertise you don't have in-house.
We help you determine whether you need an advisory board, a formal board, or just strategic advisors, identify what expertise gaps are actually slowing you down, and design governance structures that provide value without creating bureaucracy.
We'll help you recruit advisors or directors with relevant domain expertise, establish engagement models that get you honest feedback without micromanagement, and structure compensation that attracts serious people without giving away significant equity.
This isn't about building governance for appearances or checking boxes for investors—it's about getting strategic leverage when founder bandwidth is becoming the constraint.
We help you determine who should be in the room for different types of decisions, how to structure advisory relationships that provide accountability without formal governance, and when informal advisory structures need to become formal boards.
We advise you on governance design and recruiting. You control the structure. We bring experience building governance at different organizational stages and honest assessments of what level of oversight actually helps.
You're moving into healthcare, financial services, government contracting, or other heavily regulated spaces. You need compliance expertise you don't have. You need people who understand regulatory risk and can guide you through it. You can't afford to learn by making expensive mistakes.
Operating in regulated industries without governance expertise leads to violations that can kill your business—especially when compliance failures trigger enforcement action, when you don't understand licensing requirements until you've already violated them, or when regulatory relationships require credibility you don't have.
We help you assess what regulatory expertise you actually need at the board or advisory level, identify individuals with relevant agency relationships and compliance background, and structure governance that helps you navigate regulation without becoming paralyzed by it.
We'll help you understand what compliance oversight looks like in practice, establish processes that satisfy regulators without destroying operational speed, and build relationships with people who can open doors and provide early warning when you're heading toward problems.
This isn't about building a board full of former regulators to create the appearance of compliance—it's about getting real guidance from people who understand how enforcement actually works.
We help you determine what expertise is critical versus nice-to-have, how to structure advisory relationships with former regulators or industry veterans, and what governance commitments regulators or partners will expect before they work with you.
We advise on governance structure and recruiting. We can connect you to relevant domain experts. You control who joins. We bring regulatory governance experience and honest assessments of what credibility you need to build.
Your business model lives in legal or regulatory gray areas. You're entering markets where incumbents will fight you. You need credible people who provide legitimacy and strategic guidance when things get complicated. You need governance that signals you're serious, not reckless.
Operating in controversial spaces without credible governance makes you an easy target—especially when regulators are looking for reasons to act, when competitors are looking for angles to attack, or when you need to convince partners and customers you're not going to implode.
We help you identify what kind of credibility you need and who can provide it, design governance structures that demonstrate seriousness without constraining your ability to move quickly, and recruit advisors or directors who understand risk tolerance and won't panic at the first sign of pressure.
We'll help you assess whether formal board structure is necessary or whether strategic advisors provide sufficient coverage, establish governance practices that create defensibility if challenged, and build relationships with people who've navigated similar regulatory or competitive environments.
This isn't about building a board to hide behind—it's about demonstrating that smart, credible people believe in what you're building and are willing to put their names on it.
We help you determine what governance structure provides meaningful protection versus cosmetic cover, who can provide credibility without creating operational constraints, and how to structure relationships with advisors who understand working in contested spaces.
We advise on governance strategy and recruiting. We can serve as advisors if appropriate. You control composition. We bring experience in controversial markets and honest assessments of what governance actually provides protection versus theater.
You and your co-founders are starting to disagree on major decisions. There's no clear tiebreaker mechanism. Equity split and decision rights seemed fine when you agreed, but now they're creating deadlock. You need governance structure before disagreement turns into paralysis or separation.
Founder conflict without governance structure destroys companies faster than competition—especially when deadlock prevents necessary decisions, when ambiguous authority creates resentment, or when you need separation frameworks that don't exist because you never formalized governance.
We help you establish decision-making frameworks before conflict escalates, design governance structures that create clarity on authority and tiebreaking, and build separation mechanisms if it becomes clear founders need to part ways.
We'll help you formalize board structure that includes outside perspective to break deadlock, establish voting and decision rights that enable forward movement, and create processes for resolving disputes before they become existential.
This isn't about forcing founders apart or taking sides—it's about creating structural clarity before ambiguity destroys what you've built.
We help you determine whether founder conflict is resolvable with better structure or whether separation is necessary, how to design governance that breaks deadlock without marginalizing any founder, and what mechanisms protect everyone if the partnership can't continue.
We advise all founders involved. We don't take sides. You control the outcome. We bring experience resolving founder conflict and honest assessments of whether your partnership can work with better structure or needs to end.
Get Governance Right From the Start
Most first-time board mistakes are structural and expensive to fix later. Talk to someone who's built governance at every stage before you lock in decisions you'll regret.
Discuss board challenges with experienced advisors.
The boardroom is where strategy meets accountability. Strong governance ensures both survive contact with reality.
Whether you're setting up your first advisory board or formalizing governance for investor requirements, we follow a design-driven process that moves from strategic assessment to sustainable implementation. Clear milestones at every phase.
The first week determines whether your governance serves the business you're building or just satisfies external requirements. We assess your stage, strategic needs, and stakeholder expectations to design board structures that provide value, not bureaucracy.
We conduct stakeholder interviews to understand what investors, founders, and executives actually need from governance, assess your operational complexity to determine what oversight level makes sense, and evaluate regulatory or market requirements that influence board composition.
We help you determine whether you need an advisory board, formal board, or combination of both, identify what expertise gaps board members should fill versus what you can hire for, and design governance structures that match your current stage while enabling future growth.
This isn't about copying competitor board structures or following generic startup governance templates. It's about designing governance that serves your specific situation—your capital structure, your market, your growth trajectory.
Outcome: Clear governance strategy, board structure design, preliminary composition requirements, roadmap for implementation.
Once we've designed governance structure, we identify and recruit board members or advisors who provide the expertise, credibility, and strategic perspective you actually need.
We develop detailed board member profiles that specify required expertise, industry relationships, and governance experience, identify candidates through our network and your stakeholder connections, and manage recruitment conversations to assess fit beyond resume credentials.
We help you evaluate candidates for genuine strategic value versus impressive titles that don't translate to useful guidance, negotiate compensation structures that attract serious people without giving away excessive equity, and design onboarding that establishes clear expectations from day one.
This phase is about quality over speed. The wrong board member creates years of problems. We help you avoid common mistakes—recruiting friends who won't challenge you, adding investors who can't separate board role from capital relationship, or selecting advisors based on brand name rather than relevant expertise.
Outcome: Board members or advisors recruited, compensation structures established, clear role expectations documented.
Final phase focuses on operationalizing governance structures so your first board meetings generate value instead of exposing that nobody knows what they're doing.
We develop governance documents that reflect your actual structure and decision-making authorities, establish meeting cadences and information flows that enable effective oversight without consuming excessive time, and create board processes that generate genuine strategic discussion instead of status updates.
We help you prepare for initial board meetings so you're presenting strategic questions rather than operational details, establish communication protocols between board members and management, and design feedback mechanisms that surface governance problems early.
We facilitate your first 1-2 board meetings to ensure processes work in practice and adjust frameworks based on initial performance. This isn't about permanent facilitation—it's about ensuring structures launch successfully.
Outcome: Governance documents finalized, initial board meetings completed successfully, sustainable processes established, your team capable of running governance independently.
Stop Guessing About Board Structure
Advisory board or formal board? Equity compensation or cash? Independent directors or investor seats? Get answers from people who've designed governance that actually works.
Discuss governance design with experienced operators.
Board dysfunction doesn't announce itself—it accumulates quietly until it can't be ignored.
Board-management breakdown. Succession paralysis. Fiduciary blindspots. Board capture. Crisis governance collapse. From the inside, your board situation feels unique: too political, too entrenched, too broken to fix without tearing everything apart. The relationships are too complicated. The history is too messy. The personalities make change impossible.
We help you diagnose what's actually breaking down, identify which problems are structural versus interpersonal, and rebuild governance frameworks before dysfunction destroys what you've built.
Every engagement is shaped by what's broken and how long it's been breaking, but here's what governance recovery typically includes:
We don't deliver facilitation theater or governance audits that sit in a drawer. We deliver recovery that restores function, prevents exits, and rebuilds the trust required for aligned decision-making.
Board-management breakdown. Succession paralysis. Fiduciary blindspots. Board capture. Crisis governance collapse. From the inside, your board situation feels unique: too political, too entrenched, too broken to fix without tearing everything apart. The relationships are too complicated. The history is too messy. The personalities make change impossible.
We help you diagnose what's actually breaking down, identify which problems are structural versus interpersonal, and rebuild governance frameworks before dysfunction destroys what you've built.
Your CEO and board chair aren't speaking. Your executive team operates without real oversight. Your directors rubber-stamp decisions instead of challenging assumptions. Board meetings have become performance theater instead of governance.
These relationship and structural failures can paralyze decision-making during critical moments—especially when they involve trust erosion, role confusion, or competing power centers that make decisive action impossible.
We help you diagnose what's actually breaking down, identify whether the issue is structural or interpersonal, and design interventions that restore functional governance without destroying relationships or forcing unnecessary exits.
We'll help you clarify roles and accountability, rebuild communication channels between board and management, and establish decision-making frameworks that work under pressure. This isn't about forced reconciliation or cosmetic fixes—it's about creating governance structures that enable action.
We help you determine whether current leadership can be realigned or whether change is necessary, how to transition governance structures without operational chaos, and how to communicate changes to stakeholders without signaling deeper instability.
We advise and support your leadership. We don't take board seats. You remain in control. We bring structural analysis, governance frameworks, and honest assessments of what can be fixed and what can't.
Your founder is stepping back but won't let go. Your CEO succession plan looked solid until you actually needed it. Your board can't agree on next leadership. Your executive team is fracturing over who takes over.
Succession crises destroy organizational value faster than market downturns—especially when they involve ambiguous timelines, competing internal candidates, or founders who can't separate identity from ownership.
We help you assess what's causing the impasse, identify whether succession plans are realistic or aspirational, and build transition frameworks that preserve institutional knowledge while enabling new leadership to actually lead.
We'll help you establish clear transition timelines, design governance structures that support new leadership, and manage communication with employees, investors, and key stakeholders who are watching for signs of instability.
This isn't about pushing founders out or forcing premature transitions—it's about creating clarity when ambiguity is destroying value.
We help you determine whether succession should accelerate or whether transition structures need redesign, how to manage competing leadership claims without fracturing the organization, and how to preserve what works while enabling necessary change.
We advise your board and leadership team. We don't install ourselves as interim management. You control the timeline. We bring transition expertise, governance frameworks, and honest assessments of what each candidate can actually deliver.
Your board didn't see the compliance breach coming. Your risk committee reviews reports but doesn't challenge assumptions. Your directors don't understand the business well enough to provide real oversight. Your governance structure satisfied auditors but failed to prevent disaster.
These oversight failures can trigger regulatory action, stakeholder lawsuits, and reputational damage that takes years to rebuild—especially when they expose that your board was documenting compliance instead of creating accountability.
We help you assess where oversight actually failed, identify whether the issue is board composition, information flow, or structural design, and build governance frameworks that create real accountability instead of just better documentation.
We'll help you redesign committee structures, improve the quality of information flowing to directors, and establish oversight mechanisms that catch problems before they become crises. This isn't about adding more meetings or expanding reporting—it's about fundamentally changing how your board engages.
We help you determine whether current directors have the capacity to provide real oversight or whether composition changes are necessary, how to rebuild governance credibility with regulators and stakeholders, and how to establish oversight that works during complexity, not just during stability.
We advise your board. We don't replace directors. You control governance changes. We bring fiduciary expertise, oversight frameworks, and honest assessments of where your governance actually broke down.
Your board protects management instead of challenging it. Your independent directors aren't actually independent. Your governance structure exists to satisfy investors but doesn't create real accountability. Your board has become an echo chamber.
Board capture destroys organizational resilience in ways that don't show up until it's too late—especially when long-tenured directors have lost objectivity, when board composition serves political rather than governance needs, or when "founder-friendly" has become code for "no real oversight."
We help you diagnose whether your board is truly independent or structurally captured, identify which relationships are compromising oversight, and design governance changes that restore accountability without triggering leadership crises.
We'll help you assess board composition objectively, establish processes that enable real challenge and debate, and create structural independence that goes beyond satisfying listing requirements. This isn't about hostile takeovers or forced director removals—it's about rebuilding governance that works.
We help you determine whether board refresh is necessary or whether process changes can restore effectiveness, how to introduce independent oversight without alienating founders or management, and how to transition from captured governance to functional accountability.
We advise leadership and select directors. We don't campaign for board seats. You control the process. We bring independence analysis, governance design, and honest assessments of whether your board can actually perform its fiduciary role.
Your company is in crisis and your board isn't equipped to handle it. Your directors are panicking instead of providing strategic guidance. Your governance structures worked fine during growth but are collapsing under pressure. Your board meetings are consuming hours but producing no decisions.
Crisis governance failures turn manageable situations into existential threats—especially when boards freeze, when oversight becomes interference, or when governance structures designed for normal operations can't adapt to emergency conditions.
We help you establish emergency governance frameworks that enable rapid decision-making while maintaining appropriate oversight, clarify roles when normal structures aren't working, and design communication protocols that keep directors informed without paralyzing action.
We'll help you determine what decisions require board approval versus executive action, establish rapid-response processes for crisis conditions, and manage board dynamics when stress is revealing fundamental dysfunction. This isn't about sidelining your board—it's about making governance work when speed matters.
We help you determine whether current directors can handle crisis conditions or whether temporary structural changes are needed, how to maintain fiduciary oversight without slowing critical decisions, and how to transition back to normal governance once the crisis stabilizes.
We advise your leadership team and board. We don't override governance authority. You retain decision rights. We bring crisis governance expertise, emergency frameworks, and honest assessments of whether your board is helping or hindering recovery.
Get Honest Assessment of What's Actually Wrong
Board problems rarely resolve themselves. They require diagnosis and structural intervention. Talk through what's happening with operators who've navigated governance crises.
Discuss board challenges with experienced advisors.
Every day your board spends in dysfunction is a day you're not making decisions that could save the business.
Whether you're building governance from scratch or fixing structures that have broken down, we follow a diagnostic-driven process that moves from assessment to sustainable implementation. Clear milestones at every phase.
The first 72 hours determine whether we're addressing symptoms or root causes. We assess current governance structures, identify what's actually breaking down, and establish whether problems are structural, compositional, or both.
We conduct rapid stakeholder interviews to understand competing perspectives on what's failing, review governance documents to identify gaps between stated structure and actual practice, and assess board dynamics to determine whether dysfunction is interpersonal or systemic.
We help you understand whether current governance can be fixed with process improvements or requires structural rebuilding, identify which board members are part of the solution versus part of the problem, and prioritize interventions that will have immediate impact versus longer-term structural work.
This isn't about comprehensive governance audits or elaborate assessment frameworks. It's about quickly diagnosing what's actually wrong so we can design targeted interventions instead of generic solutions.
Outcome: Clear diagnosis of governance breakdown, identification of root causes, preliminary roadmap for structural intervention.
Once we understand what's broken, we establish immediate governance frameworks that enable decision-making while we design longer-term structural solutions.
We create emergency decision-making protocols when normal board processes have become paralyzed, establish clear authority and accountability when role confusion is preventing action, and design communication frameworks that keep directors informed without slowing critical decisions.
We help you determine what decisions require board approval versus executive action, establish interim governance structures if current frameworks are completely dysfunctional, and manage board dynamics when stress is revealing fundamental problems that were always present.
This phase is about restoring your ability to make and execute decisions. We're not yet building permanent governance structures—we're creating temporary frameworks that work while we address deeper problems.
Outcome: Decision-making capacity restored, immediate governance paralysis resolved, foundation established for structural rebuilding.
With emergency frameworks in place, we design and implement governance structures that address root causes instead of just managing symptoms.
We redesign board composition if current directors lack necessary expertise or objectivity, restructure committee frameworks when existing structures don't enable effective oversight, and establish decision rights and authorities when ambiguity is creating ongoing conflict.
We help you develop governance documents that reflect actual practice instead of aspirational theater, create board processes that generate genuine challenge and debate instead of rubber-stamping, and design information flows that enable directors to provide real oversight.
This phase requires difficult decisions about board composition, leadership roles, and structural changes that some stakeholders will resist. We provide both strategic guidance and political support for changes that serve the organization even when they're uncomfortable.
Outcome: Sustainable governance structures established, board composition aligned with organizational needs, decision-making frameworks that work under pressure.
Final phase focuses on ensuring new governance structures become operational reality, not just documented improvements that get ignored once we're gone.
We support initial implementation of new governance frameworks to identify problems before they become entrenched, train board members and executives on new processes and expectations, and establish feedback mechanisms that catch dysfunction early.
We help you monitor whether new structures are actually improving governance or just creating different problems, adjust frameworks based on real-world performance instead of theoretical design, and transfer governance capability to your team so you're not dependent on ongoing advisory support.
This isn't about permanent consulting relationships. It's about building governance structures that work independently once we exit—and ensuring your team knows how to maintain them.
Outcome: New governance structures fully operational, board and management aligned on expectations, sustainable frameworks that don't require ongoing external support.
Stop Losing Time to Board Dysfunction
Every week your board spends paralyzed is a week you're not making decisions that could stabilize your business. Get diagnostic assessment from advisors who've rebuilt governance after breakdown.
Confidential discussion about board challenges.
Crisis reveals whether your governance was real or just well-documented fiction.
Governance advisory built on operational experience, not consulting frameworks. We've navigated the crises we now help you solve.
Our team has operated businesses through governance crises that should have been fatal. We've stabilized leadership during transitions that could have fractured organizations. We've been inside companies where board dysfunction almost killed the business—and inside others where strong governance saved it. That experience informs every engagement.
We understand the difference between governance that satisfies auditors and governance that actually works. We know what fiduciary responsibility means in practice, not just legal theory. We recognize the patterns that signal board capture, succession paralysis, or structural breakdown before they become obvious. We communicate in operational terms, not consulting frameworks or academic governance models.
Governance problems compound while you're scheduling the next quarterly meeting. We establish emergency frameworks within days, not months. We provide rapid diagnostic assessment that identifies root causes instead of symptoms. We design interventions that restore decision-making capacity immediately, then build longer-term structural improvements. Speed matters when dysfunction is destroying value daily.
We don't take board seats unless specifically necessary for structural reasons. We don't install ourselves as interim management. We don't override existing governance authority. We provide strategic guidance and structural expertise while you retain decision-making control. You remain accountable for outcomes. We bring pattern recognition, governance frameworks, and honest assessment of what's fixable versus what requires rebuilding.
Not every governance situation benefits from outside advisory. Some require legal intervention, not strategic guidance. Others need personnel changes we can't provide. We evaluate each potential engagement against our ability to create measurable impact and decline situations where we're not the optimal solution.
See how we've helped organizations rebuild board effectiveness, navigate leadership transitions, and restore governance structures after breakdown.
Note: All case studies are anonymized to protect client confidentiality. Details changed to prevent identification while preserving strategic lessons.
The best time to build strong governance is before you need it.
The second best time is right now.
"I've operated businesses through governance crises that should have been fatal. Managed leadership transitions during chaos. Rebuilt stakeholder confidence after boards failed spectacularly. Those experiences taught me that governance structures rarely fail suddenly—they erode gradually, then break all at once. There's always a moment before the break when intervention still matters. This practice exists to help you recognize and act on that moment."
This isn't a discovery call designed to qualify you for services. It's a conversation to understand your situation and determine if we can actually help.
Everything discussed stays confidential. We don't use your situation as a case study, don't reference your organization in marketing, and don't share information with anyone.
If your situation requires different expertise, we'll say so. If structural problems can't be solved with advisory support, we'll tell you directly. No false promises.
We're not the right fit if you're looking for governance consultants who build compliance frameworks, facilitate board retreats, or provide director training programs. We don't do governance audits, board evaluations, or create documentation to satisfy listing requirements.
We don't work: