Corporate Governance Will Haunt You Later: A Founder’s Guide for Cleantech Scaleups

When you're racing to bring a FOAK (First-Of-A-Kind) cleantech project to life, corporate governance feels like a distant concern. You’re busy with technical de-risking, hiring your first team, maybe even finding space for a pilot line.

But governance? That sounds like something for big companies with CFOs and audit committees. Not for startups trying to survive.

Until it is.

What Duke Oh Learned the Hard Way

Duke Oh, the founder of JR Energy Solution, didn’t build a new battery chemistry. He built a factory — a 500 MWh/year smart manufacturing facility for electrode production. In just 9 months.

He and his co-founder raised $40 million, largely from strategic partners: equipment suppliers, materials vendors, and future customers.

But here’s what caught him by surprise:

“As a startup founder, I didn’t really consider governance. We were focused on execution. But once institutional investors got interested, they started asking who controlled what. They needed to know that leadership had the authority to follow through. That’s when we had to catch up.”

By that point, it was harder to reshape the cap table. JR Energy had multiple shareholders. The founders were no longer majority owners. They had influence, but not automatic control. As Duke’s share of capital went down, his responsibilities stayed the same. He couldn’t just come up with a decision and go straight to execution. He now had to “align interest” and “communicate with stakeholders”.

What Is Governance, Really?

Governance isn’t just about compliance. It’s about power, control and continuity.

•    Who approves major capital investments?

•    Who decides whether to raise again, sell, or IPO?

•    Can founders be replaced?

•    What happens if one of your strategic investors has competing priorities later?

These are all governance questions.

And if you’re raising money for hardware — a FOAK plant, a pilot line, or commercial manufacturing — you’re going to be answering them sooner than you think.

5 Lessons for Cleantech Founders on Corporate Governance

1. Don’t Wait Until Series B to Think About This

Structure matters from Day 1. Cap tables are easy to fix early. Later, not so much.

2. Know the Difference Between Capital and Control

Even if you sell only 20% of the company, investor rights and board seats might prevent you from making key decisions.

3. Strategic Investors’ Strategy May Change

Their priorities may change. Your alignment today doesn’t guarantee alignment tomorrow. Build in safeguards.

4. Maintain a Long-Term Narrative

Show how your governance structure supports scale, partnerships, and future liquidity. Investors want to know the founder isn’t just the visionary but also a steward.

5. Keep Your Promises

Execution is your biggest asset. If you deliver what you say you will — on time and on budget — you earn trust. And trust often matters more than voting rights.

What This Means for FOAK Projects

FOAK cleantech companies often raise large sums quickly. Factories, pilot plants, equipment lines — they cost real money. But money comes with strings.

Governance structures that work at the seed stage will break when you’re negotiating with infrastructure funds or corporate co-investors.

If you want to be the one leading your company through commercialisation, you need to prepare for that now. Not when the data room is already open.

Need Help?

I advise cleantech founders building real assets: battery factories, hydrogen pilots, carbon capture systems, and more.

If you’re navigating your first institutional round, negotiating with industrial investors, or designing a founder-friendly governance model for scale, let's talk.