Seldon's corporate governance

We realize that our corporate governance is incredibly important since any investor takeover happening at Seldon will cascade to all companies Seldon has a stake in, including yours.

The largest risk we wish to protect against is investor takeover and the best way to establish protections is to build layers of legal defense. For Seldon itself, we have a series of protections, such as:

1. The Seldon founders and board have Class C and B Stock that ensures we retain higher voting rights even if the investors own a larger stake.
2. Seldon is a public benefit corporation (PBC) under Delaware law which means that the mission of Seldon is always over investor interest. This defends against fiduciary duties that can force founders to sell if the deal is good enough even if it's against founder interests.
3. Right of first refusal for Class C and B shareholders, respectively.

There are also a few provisions that are to be decided:

1. Lowest information rights (statutory inspection rights) to Class A and B shareholders to avoid divulging sensitive information or IP from companies at Seldon.
2. Third-party mission oversight board with veto rights.
3. Supermajority requirements for mission changes.
4. "Poison pill" provisions that trigger if mission-divergent acquisitions are attempted.

Class C Stock

• Held by the founders
• 10x votes per share
• Board appointment rights, major decision veto rights, tag-along rights, and anti-dilution protections

Class B Stock

• Held by board advisors, and earliest employees
• 1x votes per share
• Some governance rights

Class A Stock

• Held by investors
• 1x votes per share
• No special rights

Seldon board

This outlines the goals with our board but in our founding, we will follow minimal required governance (founder control + advisors).

We're learning as you're learning and we aim to have a board before Batch II Demo Day as we iterate and understand who would be the best fit to be on such a board.

What do we aim for with a board? Strong founder control through Class C rights. Mission protection through oversight. Adequate investor representation. Professional governance standards. Protection of sensitive information while meeting statutory requirements.

Why get a board early? If pursuing non-dilutive funding from aligned institutions (they often require board oversight). To establish credibility with highly-aligned investors seeking strong governance. If planning to handle sensitive AI safety IP/information early on. To set precedent for mission protection mechanisms before first major funding round.

The TLDR for what that board may look like is:

• 4-6 members in total