Recruiting a Non-Executive Director

A non-executive director is not a part-time executive. The seat exists to govern and to ask the question nobody in the room wants asked, and a search that treats it as senior advice hires the wrong person.

What the seat is for

  • Governance: the board's duty, not the executive's convenience.
  • Challenge: the independent voice on strategy, risk and the chief executive's own performance.
  • Specific expertise the board lacks, most often audit, remuneration or a sector.
  • Access, which is real but should never be the primary reason.

What it pays in the UK

Company typeTypical annual feeTime
Early-stage privateOften equity only, or £15k to £25k10 to 15 days a year
Scale-up, VC or PE backed£30k to £50k15 to 25 days
Listed, small cap£45k to £70k20 to 30 days
Committee chairPremium of £10k to £20kPlus committee time

How the search differs

Fees are usually a fixed project fee rather than a percentage, because a percentage of a £40,000 non-executive fee funds nothing. Expect a flat fee in the low tens of thousands for a properly run board search.

The pool is different too. The best non-executive candidates are rarely looking and are frequently found through the board's own network, which is why a firm's genuine value here is challenge to your longlist rather than reach.

What to check before appointing

  • Time. A NED holding five boards is not giving yours twenty-five days.
  • Independence. Investors and paid advisers are not independent, whatever the title says.
  • Conflicts, across every other board they sit on.
  • Term. Three years, renewable once, is the convention for a reason.

Questions

How much does a non-executive director cost in the UK?
£30,000 to £50,000 a year for a scale-up, £45,000 to £70,000 for a small-cap listed company, and often equity alone at early stage. Committee chairs carry a premium.
How are board search fees charged?
Usually a fixed project fee rather than a percentage, because a percentage of a non-executive fee would not fund the work.

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