The Duality of Today’s Private Director Role
Written by Michael Frankel, Investor and Host of Skytop’s M&A Exchange / April 15, 2026
Michael Frankel is the Founder and Managing Director of Trajectory Capital, a private equity fund focused on B2B technology businesses. He is an innovation, strategy, and corporate development leader with senior roles across global technology, information services, and professional services organizations including VeriSign, LexisNexis, IRI, GE Capital, and Deloitte. At Deloitte, he led the New‑Venture Accelerator (DNA), guiding strategy and portfolio operations for emerging technology businesses that now generate more than $4B in new revenue.
He has built and scaled programs that open new markets, launch new offerings, and expand business models across technology, data, analytics, and services. In corporate development roles, Michael has overseen more than 100 M&A and strategic transactions totaling $10B in capital, along with 18 corporate venture investments that strengthened ecosystem partnerships and delivered strong returns.
As a growth operator, Michael has served in CFO, COO, and GM roles for high‑growth technology businesses, professionalizing operations across product, finance, marketing, HR, and legal. He has led multiple financing rounds, built executive teams, and executed restructuring initiatives that improved scale, margins, and revenue performance. At Deloitte, he also led portfolio‑wide operational support in pricing, sales enablement, product management, marketing, and executive recruitment.
Michael holds a BA, MA, JD, and MBA from the University of Chicago. He is a frequent speaker on innovation and corporate growth, the author of three books on M&A and strategic transactions and has served on public and private boards as well as the University of Chicago Alumni Board of Governors. He lives in the New York area with his wife and daughter.
The mythology of board governance is built around public companies, but that framework obscures where the real complexity lives. Private companies — nearly ten times as numerous — rely on investor‑directors who operate in a fundamentally different environment.
Their role is not simply oversight. When ownership is concentrated, it’s less about governance and more about advice and guidance and mentorship.
It is a constant negotiation between authority and partnership, pressure and support, accountability and collaboration. And the system works only when directors acknowledge the inherent contradictions and manage them with discipline.
The Fiduciary: Accountability Without Apology
Even when the owners are ‘in the room’ as is often the case with private companies, directors have an obligation to protect capital - even when that means telling their fellow Board members or the owner-manager what they don’t want to hear. Investor‑directors must interrogate performance, question assumptions, and resist the gravitational pull toward “highly achievable” targets.
They must insist on ambition, not accommodation.
This is not adversarial for its own sake. It is structural. Incentives in private companies often reward predictability over stretch, and management teams naturally gravitate toward goals they can hit. But when directors allow the finish line to be sandbagged, they compromise not only investor returns but the organization’s long‑term competitiveness. Governance is not a relationship exercise; it is a performance function. Directors who shy away from tension are not protecting harmony: they are eroding discipline.
The Advisor: Engagement Without Illusion
Yet the same director who applies that pressure is also expected to be the company’s most engaged advisor. Unlike public boards, where directors represent diffuse shareholders and operate at a strategic distance, private‑company boards are built for intimacy. Non-owner directors are chosen precisely because they bring operating experience, networks, and judgment that the company lacks.
In this mode, the director becomes a partner in the truest sense: a sounding board, a strategist, a connector, and occasionally an interim operator. They roll up their sleeves not because it is optional, but because the company’s scale and maturity demand it.
The paradox is obvious: the person who challenges management’s decisions is also the person management turns to for help making them.
This duality is not a flaw. Instead, it is the design. But it requires transparency and critically trust.
The Balancing Act: Boundaries as a Strategic Asset
The most effective private‑company directors understand that these two identities are challenging in the same conversation. Governance and advice require different tones, different expectations, and different power dynamics. When directors blur the lines, they create ambiguity that weakens both roles. Management stops knowing when a suggestion is optional and when a directive is binding. Directors lose the ability to enforce accountability without appearing inconsistent or overreaching. And trust is lost.
The solution is structural discipline.
For example, separate governance meetings from advisory sessions. Signal explicitly which role you are playing. Distinguish a board decision from personal guidance. And respect managements choice not to take every piece of guidance, exercising their own role as the day to day ‘on the ground’ managers of the business. Maintain open communication, so management never has to guess. These boundaries are not bureaucratic; they are the only way to preserve trust while sustaining pressure.
When directors master this duality, they become force multipliers.
They elevate performance without undermining relationships. They accelerate growth without compromising oversight. They protect investor interests while strengthening the management team’s capacity to lead. The private‑company board role is not a single job. It is two jobs performed simultaneously — and excellence requires knowing exactly when to switch.