A $210M CEO Who Gave Independent Directors Power to Block Him

By Nathan Brooks

Kormotech's CEO has handed independent directors five of nine votes on the company's supervisory board — including the right to veto his own decisions. The Ukrainian pet food maker now generates $210 million in revenue and ranks among the world's top 50 pet food manufacturers.

CEO Rostyslav Vasyshchak's account, published in Fortune, lays out an unusual move: a founder-owner deliberately diluting his own control. In 2021, when the company set a goal of going global, he writes: "I realized that my management style, which had helped Kormotech grow, was now holding it back. I had become the bottleneck in my own business."

The family founded the company — a father, his son and daughter — in 2003, making cat and dog food. The son took over as CEO in 2008. Over 23 years, the five-person startup that once plotted supermarket entry over lunch at its first factory has grown into a business employing 1,500 people across five countries, including the U.S.

Why hand outsiders a veto?

The timing was stark. Kormotech began searching for independent directors in spring 2022, at the start of Russia's full-scale invasion of Ukraine. As the CEO frames it, the company faced a binary choice: globalize or disappear under the pressures of war.

The board started work in early 2024. Its design matters more than its existence. Five of nine votes sit with independents, which means they can block decisions made by the man who built the company. That's the difference between a supervisory board and an advisory panel, and the CEO is explicit about the distinction.

"Being prepared to hear 'no' from the board is the key condition under which it makes any sense at all," he writes.

What has the veto actually changed?

The board has already used its blocking power — on a deal the CEO wanted.

Kormotech was preparing to acquire a Ukrainian company. The term sheet was signed; lawyers were finalizing the agreement. The board blocked it. The CEO says he wasn't pleased and had to return to the negotiating table, but the outcome vindicated the process: the parties ultimately agreed on significantly better terms than initially proposed.

The lesson he draws: a board needs the right not only to advise the CEO but to stop them. Outsiders who didn't build the company can see things the founder can't — and sometimes propose ideas he wishes he'd had himself.

What does this change for family businesses?

For operators of founder-led companies, the piece reads as a case for structural constraints over personality-driven control. In its early years, Kormotech's speed was a competitive weapon: the company captured over 30% of its home market, overtaking Nestlé Purina and Mars there. At 1,500 employees across five countries, the same unilateral style now carries too much blast radius.

Succession is the second pressure point. The CEO's sister and he each have two daughters, and the eldest have already said they don't want day-to-day management roles. He's not persuading them — he himself didn't join the business until 24 and originally wanted to open a nightclub.

He currently wears three hats: owner, supervisory board member and CEO. He calls that concentration a risk for a family business, since it makes the company too dependent on one person. His stated fix: over the next few years, a hired CEO should take over, with the founder stepping back from daily management.

"It is quite likely that this person will prove to be stronger at this than me. If that happens, it will mean that I, as the owner, have done my job properly," he writes.

For owners weighing a similar transition, the Kormotech playbook offers a concrete template: majority-independent votes, real veto power, and a founder willing to be told no — even mid-war, even on a signed term sheet.