Board of Directors · Composition
Five seats. Three committees. Independent where it matters.
- Directors
- 5 seats · 4 classes
- Committees
- Audit · Risk · Comp
- Independence ratio
- 3 of 5
- Formed
- Q2 2026
Why the composition is what it is
Reading the governance seats.
- 01
Founder seat
Held by the CEO for as long as the founder role remains operationally load-bearing. Operational visibility is the point. The founder seat is not a permanent entitlement — it converts to a class-A founder seat on the day the founder hands over day-to-day operations. - 02
Seed-investor seat
Held by the lead seed investor per the Series Seed governance letter. One seat, information rights, no special drag provisions. The seat converts to an observer-only position at Series B unless the investor leads the follow-on round. - 03
Independent Director #1
A senior operator with a clearing-house, exchange, or major-bank risk background. Chairs the Risk Committee. Entirely independent of management, investors, and any participating member firm. - 04
Independent Director #2
A senior capital-markets operator or public-company director with audit-committee experience at a regulated institution. Chairs the Audit Committee. Independent under the same test. - 05
Regulatory-experienced seat
A director with direct senior-agency background — FinCEN, SEC, CFTC, or FCC alumnus at Deputy Director level or above. Chairs no committee by default but sits on Risk. The seat exists to keep the company's institutional calibration honest. - 06
What the board does not do
The Board does not run the company. It does not approve individual clearing trades, default declarations, or member admissions. Those decisions belong to management, the Risk Committee, and — for the largest actions — the full membership via the rulebook process.
Committees
Three standing committees.
Committee matrix
- Audit Committee
- Independent Director #2 (chair) · Independent Director #1 · Regulatory-experienced director
Oversees the external audit relationship, internal audit function, financial reporting, and whistleblower hotline. Meets quarterly at minimum, more often on demand.
- Risk Committee
- Independent Director #1 (chair) · Regulatory-experienced director · Founder (ex officio)
Oversees the clearing risk framework, default-fund sizing, margin model, and recovery and resolution plan. Meets monthly during the build-out phase.
- Compensation Committee
- Independent Director #2 (chair) · Independent Director #1 · Seed-investor director
Oversees executive compensation, the equity plan, and independent-director retainers. Meets at least twice a year and on demand for new executive hires.
- Nominating & Governance
- Full board, CEO recused from own-seat decisions
No standing committee during the founding phase. Nominating function handled by the full board; formal committee constituted ahead of Series B.
Meeting cadence
How the board runs.
- 01
Quarterly regular meetings
Four regular board meetings per year. Each includes a full risk brief, the rolling regulatory-filing status, the operating scorecard, and a closed session without management. - 02
Monthly Risk Committee
The Risk Committee meets monthly during the build-out phase and every two months once ORCH is live. Agenda is owned by the Chief Risk Officer once appointed; Mitchell staffs the agenda in the interim. - 03
Annual strategic offsite
One full-day strategic session per year. The agenda is owned by the Independent Director #1 (Risk Committee chair). The purpose is to re-test the multi-year plan against what the market has actually done. - 04
Ad hoc for default scenarios
The board has a standing default-declaration protocol. If a member default is declared, a sub-committee of the Risk Committee, the CEO, and General Counsel is constituted within two hours. Playbook is rehearsed semi-annually.
Placeholder
Directors' bios will appear here as seats are filled.
Board seats and status
- Founder seat
- Mitchell McLennan
Seated at incorporation.
- Seed-investor seat
- Open
Pending seed round close.
- Independent Director #1 (Risk chair)
- In search
Target: clearing-house, exchange, or major-bank risk background.
- Independent Director #2 (Audit chair)
- In search
Target: public-company audit-committee experience at a regulated institution.
- Regulatory-experienced seat
- In search
Target: senior agency alumnus at Deputy Director level or above.
On governance
The institutional test.
A clearing house is only as credible as the people who would vote against the CEO in a room with the door closed. We are building the Board with that test in mind.
Further reading
Governance sits below the board, not above it.
If the Board is the constitution, the governance suite — charter, code of ethics, dispute resolution — is the common law. Read how the two fit together.