Being the CTO and on the Board of Directors

July 1, 2026 marked my seventh year in Japan. Relocating to the other side of the world was not my original plan, but somehow I ended up here.

I came to fill in a high management role at an AI startup, and within a few years was appointed CTO, and then a member of the Board of Directors.

When I arrived, the startup was around 10 people in total. When I left, the total headcount was around 100, and I had 15 direct reports (at peak) and overall responsibility for 70 employees in the engineering department. I would have never imagined managing so many people, much less in such a high position, and even less in Japan, but somehow that is my story.

In this article, I’ll give you an honest recount of my experience as CTO and member of the Board of Directors in a Japanese company, especially filling both roles at the same time.

Before we delve into the story itself, I want to make it explicitly clear that all opinions expressed here are my own, and in no way do they represent my previous employer(s). This is simply my personal experience, which can hopefully be useful to someone else.

CTO vs. Director

“So what’s a CTO, anyway? What does a CTO do?”

This is an actual question that I asked my CEO when he decided to appoint me to the role. Of course, I had researched online, but I wanted to know what the company needed me to do. And the answer that I got was very clear.

We had three executives, so the roles were split as follows:

• The Chief Executive Officer (CEO) is the one who sets the global direction and vision of the company: “We will be in this position in three years.”
• The Chief Operations Officer (COO) is the one who will do the big picture scheduling and planning, breaking down the direction into milestones and preparing the business strategy so that the company hits these milestones.
• The Chief Technology Officer (CTO) is the one who takes the plan from the CEO and COO, and implements the technology to ensure the milestones are hit on time.

In theory, that’s a very reasonable separation of responsibilities. In practice, things worked differently, which is natural in a startup.

Becoming the CTO

Different people have different opinions of the CTO role, but I’ve always thought of myself as a glorified engineer with a shiny business card. I’ve always been excited to get my hands dirty in research and coding, so doing whatever needs to be done is my natural state.

The title gave me the authority to make decisions, which simply meant that if something went wrong the responsibility was mine. I was happy to take on this responsibility, as it meant that my team was protected, both internally and externally.

So as CTO, in practice, I felt like I was in a position not only to lead my team, but also to protect them, support them in their growth, and ensure their comfort and safety.

Becoming a member of the Board of Directors

A director (取締役, torishimariyaku), on the other side, has quite a different type of role.

I became a director because the company was preparing for its Initial Public Offering (IPO), and one of the requirements is that the company must have a Board of Directors. I was offered one of the five seats, and I decided to take it. The decision to accept the position seemed like a natural progression of the company’s path to IPO, and a way to formalize my role in that progression. Frankly, I was not entirely aware of the potentially conflicting responsibilities of a CTO and a member of the Board of Directors, which is one of my main reasons for writing this article.

The main responsibility of a director is to shareholders and investors, and their aim is to steer the company’s direction to make it profitable. Directors are also personally responsible for the public conduct of the company.

As a director, I was able to establish more company rules, such as:

• Setting up concrete roles with titles and responsibilities
• Founding an Information Security Management System (ISMS) initiative
• Creating new departments within the company
• Building an Objectives and Key Results (OKR) system from the ground up

I was also able to lay down the groundwork for the future IPO of the company, and set up processes that were ultimately in favor of both the company and its employees.

Employee or not?

One of the biggest differences is that a director is not an employee of the company, while a CTO is.

The CTO is protected by labour law rules: they have fixed working hours, vacation days, and so on, as any other employee. The CTO is part of the company’s organization chart, at the top of the engineering division, and they have authority and decision-making power within the company.

But a director has no fixed working time, vacation days, or protection under labour law. In fact, a director may be dismissed from their duties if stakeholders vote them out.

A director need not be an executive of the company. In my case, since as a CTO I was already an executive, my contract had to be modified; the company and I decided to sign a legal agreement that made me a fiduciary for the company. To put it simply, this designation means that the company legally entrusts directors to work in its best interest, instead of being told what to do.

Since it’s not possible to be an employee and fiduciary at the same time, the company and I signed a delegation agreement (委任契約, i-nin keiyaku), which replaced my employment contract. It’s quite a standard process for designated directors in Japan.

The transition process

No fixed work hours

The biggest practical change for me when I transitioned from just being the CTO to also being a director was the fact that I had no fixed working time anymore. Initially it felt like that was a good thing, and the extra flexibility was certainly appreciated.

However, this extra flexibility came with direct accountability to investors and other board members, which in turn also meant that weekends and national holidays were not sacred anymore. Of course, there was no one looking over my shoulder, prodding me to do more, but my self-imposed internal monitor was arguably harsher than any external expectation.

No visa impact

Another surprising practical aspect was that I did not need to change my visa to become a director. I was on a Highly-Skilled Professional (HSP) visa at the time. The company simply registered me as a director, and for the Immigration Bureau that fact did not matter at all.

I later applied for Permanent Residence (which I now possess), and again, being a director had no impact at all. I applied under the points system, so my salary was the only factor tangentially related to being a director.

Changes in salary

On the topic of salary, the process for salary adjustment and bonus allocation is different when it comes to employees and directors.

For employees, executives propose salary adjustments, bonus allocations, promotions, demotions, and other HR-related topics for their own departments, including themselves. An executive’s salary is decided in the same way as for other employees; it’s based on the company’s salary table, and usually requires no approval by the Board of Directors.

Directors, however, may propose their own salary and bonus, within a total ceiling set by the shareholders. Each proposal must be accompanied by proof of their claims of performance, achieved goals, and increased ROI. The director salary proposals are always subject to voting, so the other directors may approve or refute either the salary modification and/or the bonus.

Regarding taxation, my actual salary was treated in the exact same way. I paid my taxes according to my salary bracket, not based on my title. That being said, there are some tax-related differences for employees and directors.

For example, directors’ salaries must be decided within the first three months of the fiscal year, and remain fixed throughout the fiscal year. Moreover, the amount and payment date of bonuses for directors must be communicated to the tax authorities in advance, and must be paid in full on the exact day; otherwise, they are not paid at all.

Another point is that directors are excluded completely from unemployment insurance, which means that if a director is voted out, they can’t claim unemployment. My understanding is that the same logic extends to parental leave benefits, since they are handled through the same contributions system; however, I don’t really have any experience with this, since my son was born while I was still only a CTO.

Conflict in responsibilities

The transition from CTO to director for me was gradual, so the mental shift also happened gradually. Perhaps it never happened fully, in fact. Switching from being on the employee side to being on the corporate side is not something that can happen overnight, and, quite frankly, it was a source of internal turmoil.

The two roles are intended to be in tension, and one person fulfilling both at the same time can be uncomfortable. I found it challenging at times to reconcile the interest of the company and the interest of employees. Fundamentally, these interests should align, but in practice there are some tough calls to be made.

I’ve personally found that the only way to maintain my sanity is to stay true to my core values and humanity, accepting that this means “failing” in certain corporate aspects.

Concretely, I’ve always prioritized sincere human connection over everything else, which is why my team trusted me. So when a call had to be made, I would put myself in the place of the other person: what if I was on the receiving end of this decision? Of course, different people have different reactions, but that has been a pretty solid guideline overall.

In certain situations this mentality led the CTO-me to create complications for the director-me, but in the end what counted most for my mental health was knowing that I did my best in the way that mattered to me.

Role differences and conflicts

As the CTO of a startup, I was used to making decisions fast, with limited information, and pivoting frequently based on the latest events. As a director, though, any decision took at least a month, because it had to be presented as a resolution for voting, and that was the cadence with which we were having board meetings.

Every proposal came with a clear presentation of the rationale, the impact, and the implementation plan. After discussion with the other directors and addressing their questions, we would all cast our vote on the proposal. I could go ahead with the implementation of a proposal only after it was approved.

There were good and annoying points about both methods. The CTO has more freedom, but moving too fast in a vacuum can introduce confusion, while the director must act more slowly, but all decisions are discussed and voted on, so there is no (or at least less) confusion.

To give a more concrete picture of the differences between the roles of CTO and director, it might be best to share examples.

Deciding pay

As CTO, one of my duties was to evaluate performance, decide on salary modifications, and allocate bonuses to members of my department. I wanted to reward my team for their effort, growth, and individual contributions.

As a director, though, I had to ensure that this process was transparent, auditable, and fair to everyone. This meant I had to establish a formal procedure that was voted on and approved by the Board, and was then implemented gradually with some limitations. Most limitations come from the legal aspect of the director role: changes are best rolled out slowly, by introducing small pieces as we verify that the base system works.

Unfortunately my full-fledged RPG-based career advancement framework disguised as OKRs was initially refused. However, I did eventually get a functioning system up and running.

Tracking attendance

Another example was when I implemented an internal attendance tracking system.

As CTO, I was aware of the progress done on all projects, and I was happy to keep bureaucracy to a minimum and focus on getting things done. That had been the basis of our flexibility and “getting things done” attitude since I’d started with the company.

As a director, however, I had to provide auditable data on our projects. What this meant was that I had to provide a monthly, and possibly even weekly or daily, breakdown of how much time every person had spent on every project, then connect that information with the revenue from the specific projects and compile a detailed report on Return on Investment (ROI).

The challenge for me was finding a way to track this data without invading people’s work to the point where it became disruptive. It took some creativity, and for me the focus was to integrate this attendance management system into the tools we were already using on a daily basis.

In the end, I managed to build something functional, but the main problem was, and will always be, data integrity—a story for another time.

Introducing order in chaos

When I joined the company, the organization was flat, but as more and more people started to join, at some point we needed specific roles, responsibilities, and designated titles, so that people knew who to refer to.

As CTO, I knew the strengths and weaknesses of every single person on my team, and I was freely delegating tasks to the ones that I knew wanted to expand in certain areas and would be able to meet the expectations of the projects. I was not afraid to give people room for growth, and in fact I was frequently amazed by the leaps some of my teammates would make.

As a director, on the other hand, I had to break the flat organization into a department organization chart, assign titles and roles to people, and even establish new departments within the company. The process of deciding on the titles and the responsibilities associated with each was non-trivial, especially if people were involved in multiple projects.

Ultimately, this process evolved into a project management framework in which a team was formed at the beginning of the project. Members were assigned to specific roles for a given duration, and we laid out their expected involvement with measurable deliverables. All this was quite different from the ad-hoc project work I was used to in the early days.

Practical advice

In this final section, I’ll try to distill some advice. I don’t know what may apply to you in particular, but I hope some of these will resonate.

As an employee

As an employee, you should keep in mind that your CTO is also an employee, and the same rules and laws apply to them, both as a protection and as a limitation.

Being an employee, the CTO is more likely to be on your side, keeping in mind that their mission is to guarantee the success of the company from the technology point of view. A director, on the other hand, is not an employee, and they have an obligation to make the company profitable. This distinction might be rather subtle, but keeping it in mind can make it clearer how much freedom and capacity each of these roles holds to advocate for you, and how much personal risk that carries for them.

Another point to be mindful of is that your salary and bonus might be decided or at least approved by the CTO. Some companies have HR departments dealing with salaries, but in my experience, even if the information runs through your manager or department head, there is a high chance the CTO will review all salaries before they are presented to the other executives, or to the Board of Directors.

Presenting your progress, impact, and growth in a language that the CTO understands can only be in your favor. Talk in terms of ROI when negotiating salary increases, bonuses, and promotions. It’s very helpful for you, your manager, and your CTO, and it increases your chances of reaching your target.

For future CTOs and directors

If you’re on track to become a CTO or a director (or both!), the most important advice I can give you is to figure out your role before you are forced to. As a CTO you protect your team, while as a director you’re accountable to shareholders. When there are conflicts of interest—and believe me, there will be—you must have a clear idea of where your priorities lie.

^Making a decision as a director and telling yourself that this is the right call as CTO, or the opposite, is not necessarily always true. Make a clear distinction of which role you are embodying with each decision, and be able to defend it in front of your team and the Board of Directors.

Maintain your mental health

Finding yourself in a dual position with conflicting expectations can be draining, so finding a sane way to deal with such situations is a requirement, not an option.

One of the best ways I have found to do that is to be consistently true to myself. Yes, there are different rules, responsibilities, and expectations for different roles; however, the one invariant is that you are the same person at all times. In the long run, staying consistent with your core principles is much more valuable and productive than constantly shifting from one personality to another.

Know what you’re signing up for

If you are becoming a director, be very clear about what you are giving up. I say this not to scare you off from the position, but to encourage you to be able to protect yourself legally, financially, and professionally. Giving up employment as CTO means you give up paid time off, vacation days, parental leave eligibility, and protection by labor law. It also means no fixed working time, so in theory you could be working much less, provided that you fulfill your duty to the company.

Related to that last point, set your own limits as a director, because no one else is allowed to. On the flipside of hourly flexibility is overworking yourself, because there is always more to do. Before you get trapped in the vicious cycle of “just one more thing,” set safeguards to protect yourself from burnout.

Don’t be afraid to try something new

If you have the chance to be a director, and you are comfortable with the responsibility, go for it! It will give you a completely fresh perspective on how a company works, and you will learn many new things that can help you protect yourself, your team, and your own company.

Good luck out there. Do your best, and stay true to yourself.