Pay peanuts on boards, get peanuts.

Only 30% of French startups pay their independent directors.

That number stops me every time I see it. Thirty percent. Which means seventy percent of French boards are running on goodwill, friendship, and the assumption that "experienced people" will show up for free, prepare seriously for free, and challenge management for free.

I haven't found comparable data for the US, but I'd be surprised if the gap is anywhere near as wide. And in either case, the conclusion is the same: if you pay peanuts, you get monkeys. Even on boards. Especially on boards.

Why a board actually matters

Most founders I work with underestimate the value of a real board. They see it as a periodic reporting ritual — quarterly slides, quarterly updates, quarterly nodding. That framing misses the point entirely.

The real value of a board, in my experience after seven board seats, sits upstream of the meeting itself.

A board with the right composition forces founders, in the two weeks before each session, to:

• Ask themselves the hard questions they've been postponing
• Take a step back from the daily grind
• Study scenarios they wouldn't have explored otherwise
• Get their head out of the handlebars and look at the road

That preparation alone is worth the price of the board, regardless of what happens in the room. The meeting is the forcing function. The forcing function is the value.

Then, in session, with the right people in the room and the right topics on the agenda, a board can sometimes change a trajectory. Sometimes — not always. The conversation about runway, about pricing, about a co-founder issue, about the GTM that's quietly stalling — that conversation, with a serious board, ends differently than it does at a management offsite. Sometimes that difference is the company.

What unpaid boards quietly cost

The "we'll get good people for free" model has three costs that don't show up in the P&L until it's too late.

You can't demand time.

Without compensation, you cannot legitimately ask a board member to spend twenty hours preparing for a meeting, to review the data room before a fundraise, to do reference calls on a key hire. You can ask, but you can't enforce. Volunteers have other jobs. The board will run on whatever time the busiest member can spare — which is rarely enough.

You can't attract the best profiles.

The most useful board members — the people who have already operated at scale, who have already navigated the specific situation you're walking into — are exactly the people whose time has the highest market price. Asking them to work for free is asking them to subsidise your cap table. The best ones politely decline. You end up with a board of friends and well-wishers, which is not a board.

You blur the line between advisory and governance.

An unpaid board member is, in practice, an advisor. Advisors give opinions. Boards take decisions. When the two roles blur, you end up with a structure where nobody has clear accountability for the hard calls — board renewal, CEO succession, exit timing, M&A approval. Those are governance functions. They require people who are paid to take governance seriously, not friends doing you a favour.

The three compensation levers

In practice, board compensation comes in three flavours.

Cash only

Director fees paid quarterly or annually. The model used by most listed companies and by mature private companies. Recognises time, responsibility, and risk. Easy to budget, easy to benchmark. Doesn't align long-term with company performance — which is sometimes a feature, not a bug, especially for independent directors whose role is to provide perspective independent of equity outcomes.

Equity only

BSPCE, BSA, or stock options with vesting. Typical of early-stage startups. Aligns the director with long-term outcomes. The danger is that an early-stage company that pays only in equity creates a dependency: directors are incentivised to push for outcomes that maximise their option value, not necessarily the company's risk-adjusted optimum. It also under-recognises the time and responsibility component.

Mix: cash + equity

The norm in scale-ups (150+ employees) and the model I generally consider best. Cash recognises the time, responsibility and risk of governance work. Equity aligns with long-term value creation. The two together reflect what board work actually is: present accountability plus future commitment.

Personally, across the seven boards I've sat on, I've had either equity-only or mixed cash-plus-equity arrangements. I've tried — successfully, I think — to be deeply involved in each one. The compensation model wasn't the deciding factor in how invested I was. But it did reflect, accurately, how seriously the company was treating its own governance.

A benchmark grid by company stage

Below — typical annual compensation ranges for independent directors in France, by company stage and size. These are working figures from market practice, not formal benchmarks. Use them as a starting point for negotiation.

What founders should actually do

Budget for governance from your seed round.

Most cap tables I see don't reserve a meaningful share for independent directors at the seed stage. They should. A 0.5% to 1% pool for two independent directors, with vesting, is one of the highest-ROI line items on any early-stage cap table — provided you actually use it to recruit serious people.

Don't recruit friends. Recruit operators.

The first independent director you bring in sets the tone for every subsequent one. If your first hire is "the guy who was helpful during the seed round," you've signalled that the board is a friendly place, not a serious one. Recruit somebody whose CV makes the rest of the cap table sit up straighter.

Pay for the seat. It's the cheapest expensive decision you'll make.

The cheapest board seat is the most expensive one. The work that doesn't get done because nobody was paid to do it is invisible — until it isn't.

The cost of paying two independent directors €15k to €25k each per year, plus equity, is small. The cost of a board that didn't push back on a wrong-headed expansion plan, didn't challenge an underperforming exec, didn't force a strategic pivot when the data was screaming for one — that cost is enormous, and it shows up as one quarter of cash burn or one year of misallocated effort.

What I tell the boards I sit on

Board work is real work. It deserves to be treated, paid, and held accountable as such. The companies that internalise this build governance that compounds. The companies that don't, end up running on goodwill — until goodwill runs out.

What's your experience? Particularly curious to hear from founders who've moved from unpaid boards to paid ones, and seen what changed.