The C-Level Hiring Guide · Chair
Your cap table hands you a board. It does not hand you help. The chair is the one seat on that board that changes how the CEO decides: knowing when to push, when to back, when to lead a board conversation away from where it wants to go and toward where it needs to go. The wrong chair does not get caught in three months, like the wrong CFO does. It compounds quietly across two years of board meetings.
Three seats on the board
Board-level describes seniority. A board member is a formal governance role with fiduciary duties. The three are not interchangeable.
Runs the board and the CEO relationship. Transition from founder-led to institutional governance, a CEO succession, a listing.Chair search is the highest-fit-risk hire in the company.
Non-executive, with operational depth in clinical development, regulatory, business development or commercial launch.Reads the Phase 2 protocol before the meeting.
Not a board member. Specific, scoped, on-demand expertise.Do not give it the title, you will not get it back.
The seat, stage by stage
Six stages, one seat. The label is the state of the seat at that stage; the line under it is what the seat has to deliver. All ten roles on one timeline.
Founder boardSeed, preclinical. Founders and the seed investor. No chair question yet; the CEO chairs.
One outside seatSeries A, heading for IND. The first independent voice. Often the first person who has raised the round you are about to raise.
One or two outside seatsSeries B, Phase 1b/2. The board starts to matter for the Series B story. In a spin-out this is where an executive chair beside a scientist CEO earns its keep.
Institutional boardSeries C, Phase 2. Lead investors at the table. The chair question becomes real: a board transitioning from founder-led to institutional governance needs someone who has run that transition.
Public-company standardPhase 3, pre-commercial. In the US the board adds Nasdaq-standard independent directors. In Europe the board internationalises only when a US listing or a large US round is on the table.
RefreshFiled, approved, selling. Board refresh for public-company standards. A chair who has run a CEO succession, because one is coming.
What makes the question live
That sentence is the trigger for a chair search more often than any vacancy.
Series C brings lead investors to the table. Someone has to run that board who is neither the CEO nor an investor.
Argenx did it as a plan: the COO joined in 2023, became CEO in 2026, and the co-founder became chairman. The successor was in the building long before the handover. The chair is who makes that a plan instead of a surprise.
A big name with a big network, running on recognition, in a company that needed contribution. Every board meeting turned into a vote on whether he was right. The CEO started second-guessing decisions, and the investors noticed the early exit.
Which shape
Governance roles come in defined forms: board of directors in the US and UK, supervisory or management board in Germany and Austria, non-executive director, advisory board member. The chair is one of them, with the duties that come with it.
Elected, with fiduciary duties, for a term. In a German AG the supervisory board chair; in a GmbH often an advisory board chair by contract.Half operator, half diplomat.
Can double as interim CEO in a transition. A structural fact about the role, never a comment on the person.When the CEO is interim, the mandate for every other search is awarded by the executive chair and the board.
Scoped expertise without the board seat.The alternative when the company needs help and not governance.
The package
Base, bonus, equity, change of control, severance. The structure is the same in every market. The numbers and the contract law are not.
What the package covers
The one number everyone quotes and the least informative one. It moves with market (Boston and Basel differ), stage and whether the company is listed. Private biotechs pay double-digit percentages below listed peers at C-level.
A target as a percentage of base, paid on milestones the board can verify. I tie it to outcomes, never to activity. Listed US biotechs set targets around 40 to 50 percent of base for non-CEO roles and 60 to 66 percent for the CEO (Bedford Group, FY2023 proxy data).
In a private company a percentage of the fully diluted shares, usually options, vesting over four years with a one-year cliff, refreshed at the next financing rather than annually. Listed companies grant an annual value, increasingly a mix of options and restricted stock.
Often the real negotiation. Candidates walk over trigger terms and unvested equity more often than over base. Double trigger (deal plus loss of the job) is what governance advisers and proxy firms prefer; over 85 percent of listed US biotechs allow some acceleration.
Private companies write one number in months of salary. Listed US companies: twelve months for the CEO is the norm, nine to twelve for the others, and eighteen months of salary plus target bonus on a change of control for the CEO (Pearl Meyer; Bedford). Notice periods in Europe are a contract matter, see the country layer below.
Sign-on appears from Phase 1 and 2 onward, rarely preclinical. Relocation is the honest conversation more often than people admit. Outside commitments (board seats, advisory work, an academic post) get settled before the offer, not after.
Ranges, with sources
Numbers move every quarter, so treat these as the shape of the market, not as an offer. Medians and ranges, native currency, source and year in the last column.
| Market and stage | Base | Bonus | Equity | Source |
|---|---|---|---|---|
| Private, under $15M raised | Cash rare. 74% of companies pay equity only | Independent director median 0.50% at seed (all sectors); a strong chair negotiates pre-money, same four-year vesting as the team | Meeting fees rare | [1] |
| Private, Series A and B | 72% equity only, 8% cash only. Where cash is paid: median $20K extra for an independent chair, $50K for members | Independent director median 0.40% at Series A, 0.30% at Series B | 6% pay meeting fees, median $1,200 in person | [1] |
| Private, over $90M raised | 38% mix cash and equity, 29% cash only. Cash becomes the norm | no reliable public figure | no reliable public figure | [1] |
| US, listed (small cap) | Chair retainer median $70K to $85K, about 1.75 times a member | Chair annual equity median $48K to $272K; 62% of directors get options only | Committee chair about $15K. Chair total median $122K to $362K by market cap | [2] |
| Europe, listed | Idorsia CHF 300K (member CHF 130K); Basilea CHF 285K; argenx $119.5K cash; BRAIN AG supervisory chair €60K | Basilea 25% in RSUs; argenx $400K in RSUs; Genmab chair DKK 3.0M in total | argenx committee chair $20K to $25K; BRAIN €2,000 per meeting; Immunocore chair adds $35K to $50K | [3] |
| Europe, private | no reliable public figure. A board compensation study for EU and UK biotech is announced for 2027 | no reliable public figure | no reliable public figure | [4] |
No public survey covers venture-backed European biotech at C-level. The listed-company figures above are mid and large caps and overstate what a Series B company pays. Sector-wide German data exists (Michael Page 2026: C-level in healthcare and life sciences €170K to €500K, depending on the role), but it mixes industries. On a call I give you the range from my own mandates, for your stage and your city.
What I tie it to. Two things decide a chair package more than the numbers: equity that vests over the term with the same schedule as the team, and the time commitment written down, in days per month, including the calls between meetings. A chair who needs the title is a different candidate from one who wants the work.
[1] Carta and Thelander, independent board member equity, 2023 to 2026 (all sectors). [2] Bedford Group Transearch, Biotech Compensation Report 2024 (FY2023 data, 189 Nasdaq-listed biotechs under $2B market cap). [3] Idorsia compensation report 2024. [4] Michael Page Gehaltsreport 2026, C-level healthcare and life sciences (sector-wide).
The country layer
The Geschäftsführer is an organ of the company, not an employee: a service contract, no protection under the Kündigungsschutzgesetz, no statutory severance. Because the statutory notice period is disputed, the contract has to fix it. Terms of two to five years are common, a post-contract non-compete runs at most two years, D&O cover is standard. Removal as organ does not end the service contract; both have to be handled.
Vorstand members are appointed for at most five years (section 84 AktG). The Corporate Governance Code caps severance at two years of pay and the remaining term, and asks boards not to agree change-of-control payments.
Statutory notice runs from one month in the first year to three months after ten years, and most executive contracts set more; Idorsia's executives sit on twelve months. In listed companies severance for board and executive committee members has been prohibited since 2023, and shareholders vote on aggregate pay.
Six to twelve months of notice at the executive level, defined-contribution pensions, and tax-advantaged option schemes (EMI, CSOP) in place of US ISOs. Listed companies put the remuneration report to an annual advisory vote.
At-will employment with the economics written into the offer: severance, change-of-control terms and acceleration carry the protection a European notice period would. Four-year vesting with a one-year cliff is the market standard.
How I search for a chair
Former CEOs, CFOs, CMOs and CBOs of venture-backed and listed biotech, often in transition themselves, off-market, the candidate who says yes to one seat a year.
A board needs someone who helps the CEO decide. That is why contribution has to be one of a board member's top two needs. Recognition in the top two is the pattern behind the board member who walked out.
A chair who cannot work with this CEO is the wrong chair, however good the CV. I check motivation fit closely: the title or the work.
An independent director with regulatory depth ahead of a pivotal trial. A chair for a board transitioning from founder-led to institutional governance. An independent director with commercial-stage experience for pre-launch governance or partnership readiness.
You already have a Chair
A founder-era chair and an institutional board are often a mismatch nobody names, because the person is respected and the meetings are polite. The check is the same as for every seat: does the role still feed what drives them, and does the company get what it needs from the seat? If the answer is no on either side, the handover is a plan with a date, agreed between the chair, the CEO and the lead investor.
Does the chair still fit the board the company has now?
Let's talk
Sixty minutes on a call, no brief and no pitch. I name the role, the reason and whether it should be permanent or fractional.