An observer's value to a referral program is the relationship with a company's chief executive, not the view into its board materials. The worksheet below keeps the two apart so anyone could audit where each fact came from.
What an observer seat gives you, and what it does not
Two documents frame the seat. The first is corporate law: Delaware's General Corporation Law, section 141(a), says the business and affairs of a corporation are managed by or under the direction of its board of directors. An observer is not a director: no vote, no authority to put a licensing decision in motion. In the SourceX program, the CEO authorizes a licensing discussion and signs for the company, and a company's own documents may also require board approval for a data license, as the board approval question sets out.
The second is the investment paperwork that created the seat. The National Venture Capital Association's model management rights letter, a published industry template, lets the company withhold board materials or exclude the investor's representative when it determines, on advice of counsel, that this is reasonably necessary to protect attorney-client privilege or highly confidential information. It also puts what the investor receives under the confidentiality provisions of the Investors' Rights Agreement. Read your own letter's confidentiality and permitted-use language before filling in anything below.
| What the seat gives you | What it does not give you |
|---|---|
| A regular relationship with the CEO | Authority to start a licensing discussion for the company |
| Access to board materials, subject to exclusions | Permission to use those materials outside the investment relationship |
| Early sight of plans and problems | A reason to time an ask around a confidential discussion |
| Standing to ask the CEO a question | Standing to answer it for them |
The seat company versus companies seen in the board pack
An observer touches two kinds of company, and they need different handling.
The company where you hold the seat. You have the relationship with its CEO directly. The question is only which facts you may use when you raise the topic.
Companies you learn about through the board pack. Customers on a concentration slide, suppliers in an operations review, acquisition targets. Their relationships belong to the portfolio CEO, and your knowledge came from confidential material, so unless the portfolio CEO chooses to make an introduction, those rows do not exist for you.
| Company | Who owns the relationship | Who authorizes | What you may use |
|---|---|---|---|
| The portfolio company itself | You, through the seat | Its CEO | Public facts and what the CEO says outside the boardroom |
| A customer or supplier seen in board materials | The portfolio CEO | That company's CEO | Nothing from the deck; at most, telling the portfolio CEO in general terms that the program exists |
| A company the CEO mentions socially | The CEO who mentioned it | That company's CEO | Only what was said, and only with the CEO's agreement to pass it on |
The public-versus-confidential signal worksheet
Fill one worksheet per observer seat. Each fit signal gets the version you may use, with its source and date, and the version you set aside.
| Fit signal | Usable source | Board-material version you set aside | What to do |
|---|---|---|---|
| Peak full-time headcount | The company's site, press releases, job postings, the CEO in a one-on-one | Headcount plans and org charts in the deck | If public sources conflict, ask the CEO |
| Years of operating history | Founding date on the company's site or in registry records | Historical operating reviews | Usually public; record the source |
| Systems that hold records | Job postings naming the tools, the CEO's own description | Vendor lists and IT budgets in management reports | Ask the CEO which systems hold the longest history |
| A planned migration or archive change | A public announcement, or the CEO raising it | Project plans and capital budget lines | A dated public event is real timing; a deck line is not usable |
| Rights to the records | Published terms of service or privacy policy | Legal updates on customer contract terms | Leave rights to SourceX's review and the company's counsel |
| Ownership and CEO | Press releases and registry filings | Cap table and financing plans | Public facts only |
| Appetite for a new revenue line | The CEO saying so outside a board meeting | Budget pressure discussed in minutes | Never infer interest from board discussion |
| A sale or financing process | Only once announced | Banker updates, letters of intent | Do not raise licensing in reaction to a confidential process |
The source test. For every filled cell, write where you learned the fact. If the honest answer is "the board pack", the cell stays empty, however sure you are of the fact. An ask needs at least three usable cells, including headcount, history and the CEO's identity.
The timing test. If the deck is what made you think of the topic, wait for a public trigger or for the CEO to raise it. An ask that follows a confidential discussion by a week can reveal that discussion even when every fact you cite is public.
Method note. The signals come from the published screening profile and program terms (SourceX terms and who-qualifies page, read on 2026-10-26); the confidentiality columns follow the NVCA model letter and must be checked against your own documents. It does not judge buyer interest, record quality or license value, which only SourceX's review assesses, and it is not legal advice.
Three observer situations (Illustrative)
Illustrative: the companies are generic and the facts invented; no real outcome is described.
An owner-led company. You observe for a fund with a minority stake in a 230-person specialty food manufacturer, founded in 1998 and still run by its founder as CEO. Its site and job postings confirm the size and age. Over dinner, not in a meeting, the CEO mentions that the company will retire its 15-year-old quality management system next year. You ask in a separate call whether a short note about licensing operating records would interest her. She says yes, and she decides whether her board needs to approve anything under the company's documents.
A network intermediary. At a portfolio software company, the deck's customer slide shows that its largest customer, a 700-person freight broker, is replacing its transport management system. That fact is unusable. What you may do is tell the portfolio CEO, in general terms and without referring to the slide, that the program exists and how it treats customer relationships. Whether the CEO ever mentions it to a customer is the CEO's call, and if the CEO makes that introduction, the CEO, not the observer, owns it.
A no-fit counterexample. You observe at a 400-person outsourced payroll processor. Most of the records it holds belong to its clients, which SourceX treats as usually not a fit, and the latest deck describes a confidential sale process. Either reason ends the row. You do not raise licensing at all while the process is confidential.
A seat at the table is not a qualified introduction
Three gates decide whether a row on your worksheet becomes an ask.
The published screening tests. 50 or more full-time employees at peak, contractors excluded; documented operating history the company created itself; rights to license that material; and location. Companies in the U.S., Canada and the EU qualify, as do companies in the UK, Australia, New Zealand, India, Singapore, South Africa, Latin America, the UAE and Saudi Arabia when at least 70% of the data is in English.
A consented route. You, or the person who owns the relationship, will put the question to the CEO, and the CEO knows about and wants the conversation.
A clean source trail. Every fact behind the ask passes the source test and the timing test.
Questions stay descriptive: kinds of records, rough years, systems, who administers them. No files, samples or logins pass through you. A reward also creates a conflict that has to be handled before the company engages: see whether a portfolio board member can earn a referral reward and the fiduciary duties of a private equity board designee.
Order the asks by usable evidence, not by what a license might pay
SourceX has published no conversion rates or typical payouts, and an observer who guesses at them is guessing from the one place they must not draw on. Order rows by what an auditor could verify.
| Row (Illustrative) | Usable signals | CEO interest heard outside the boardroom | Conflict plan agreed | Next step |
|---|---|---|---|---|
| Specialty food manufacturer, 230 people | 5 of 8 | Yes | Yes | Separate call with the CEO |
| 350-person regional engineering firm | 4 of 8 | Not yet | Yes | Wait for the CEO or a public trigger |
| Portfolio software company's freight customer | 0 usable | Not applicable | Not applicable | General mention to the portfolio CEO only |
| 160-person staffing agency, own staff counted | 3 of 8 | Yes | No | Agree the conflict plan first |
| Outsourced payroll processor | 2 of 8 | No | Not applicable | Dropped |
For the staffing agency, only its own full-time employees count toward the 50, not workers placed at clients; describe both numbers.
What could make this worksheet wrong
- Documents differ. Observer letters and investors' rights agreements are negotiated; the worksheet follows yours, not the template.
- Authority. Board approval rules sit in each company's own documents, and section 141(a) puts management under the board, not an observer. An enthusiastic CEO can still need a board vote.
- Rights. A company's past promises to its customers can narrow what it may license. FTC staff wrote in January 2024 that privacy and confidentiality commitments can create liability wherever they are made. SourceX's rights review and the company's counsel settle this, never the observer.
- Demand. Relevance to SourceX's current data needs is judged in review and varies by program, so a clean row can still be declined for now.
- Mosaic exposure. Public facts assembled around a confidential event can reveal it; the timing test reduces that risk without removing it.
A measurable next step. For one quarter, fill the worksheet for every observer seat your fund holds. Count three numbers: seats with three or more usable cells, CEO conversations held, and rows dropped for confidentiality or timing. If most seats cannot reach three usable cells, observer seats are a weak route for your fund, and the former-operator network inventory is a better start. Anyone submitting signs the SourceX Channel Partner Agreement first, and an agreement a fund signed under the old title (Channel Partner Non-Circumvention and Non-Disclosure Agreement) is still in force. Only the first valid introduction within the 90-day window earns credit, for one partner per company, and only once the company submits a verified application.
Next step
Refer a company. No cap on rewards. Default reward on a company's first qualifying transaction: the greater of $50,000 plus 5% and 15% of Actual Supplier Payout, with no cap; further qualifying transactions first agreed within 12 months of the first Closing pay 15%. Eligibility and payment conditions apply, including the USD 100,000 Minimum Transaction, and a signed Schedule A or addendum can differ. A lead, meeting or signature alone does not trigger payment.
When a worksheet row has three usable cells, a clean timing trail and a CEO who has asked to hear more, pick up a partner link at registration, set the company beside the who qualifies criteria and read the program terms through before the call. The investor partner page and the venture platform teams page cover the wider program for funds, and more guides are in the guides hub.
If you are assessing SourceX itself as a possible investment, that is a separate question from any introduction; investor materials are available on request through the SourceX investor overview.
This article is for information only and is not an offer to sell or a solicitation of an offer to buy securities. Any offering by SourceX is made only to verified accredited investors through its offering documents.