How to get on a board of directors

Adrian Lawrence FCA — Founder, Exec Capital

Executive search specialist · ICAEW practising certificate holder · Co. No. 13329383

The most common question I hear from senior executives who want a board seat is: how do I get the first one without already having one? It is a genuine paradox. Most boards want NEDs with board experience. But board experience is only available to people who already have a seat. The answer is not mysterious — it is a combination of the right profile, the right relationships, and the right timing — but the executives who approach it systematically are consistently more successful than those who wait for a search firm to call. This guide sets out what boards actually look for, how appointments are made in practice, and what the most effective executives do to build a board career from their first seat. For NED and board appointments, we also operate our specialist sister company NED Capital. To discuss your position, call 0203 834 9616.

How to get on a board of directors in the UK — the types of board position available, what nomination committees look for, and how to make the transition from executive to board career

Getting on a board of directors in the UK is not a single process — it is a range of different processes depending on whether the board is a listed company, a PE-backed business, a private company, a charity, or a startup. The route to a first NED seat at a FTSE 250 company is entirely different from the route to a seat on the board of a founder-led mid-market business, and the skills and profile that attract one type of board appointment may not translate directly to the other. This guide covers the full picture: the types of board position available, what boards and their nomination committees are genuinely looking for, how to build the profile and relationships that lead to a first appointment, and how to develop from that first seat into a sustained board career.

For NED and board-level appointments, Exec Capital works alongside our specialist sister company NED Capital, which runs dedicated NED and Chairman searches across private, PE-backed, and listed businesses. For our own board-level recruitment pages, see NED recruitment and Chairman recruitment.

Types of Board Position in the UK

Non-Executive Director (NED) — listed companies. The listed company NED is the role most executives think of when they imagine a board seat. NEDs on listed company boards are appointed through formal search processes run by the nomination committee, are subject to the requirements of the UK Corporate Governance Code, and carry formal governance responsibilities alongside their advisory function. These are the most prestigious board seats and, for that reason, the most competitive to obtain. Most executives who secure listed company NED roles do so after establishing their board credentials on smaller or private company boards first.

Non-Executive Director — private and PE-backed companies. Private company and PE-backed NED roles operate outside the formal governance framework of the UK Corporate Governance Code, though many larger private businesses adopt its principles voluntarily. These seats are frequently filled through a combination of the PE firm’s own network, retained search, and the chairman’s relationships. The governance and challenge function is real — PE-backed boards in particular expect their NEDs to add commercial and operational value, not just provide oversight — but the appointment process is often faster and less formal than in listed environments. This is the most accessible entry point for executives seeking a first meaningful NED seat.

Non-Executive Director — owner-managed and family businesses. Owner-managed businesses appoint NEDs for a variety of reasons: professional governance at a moment of growth or succession, a challenge function the founder cannot obtain from within the business, or specific expertise in a domain — technology, international expansion, M&A — that the existing board lacks. These appointments are almost always made through personal networks rather than formal search, and the NED’s relationship with the founder is often as important as their formal governance contribution. Compensation varies widely and is often below listed company NED fee norms.

Charity trustee and not-for-profit board. Trustee roles on charity boards are voluntary but carry real legal responsibility under the Charities Act and the governance framework set by the Charity Commission. For executives building toward a first paid NED role, trustee experience demonstrates board-level governance capability and is explicitly valued by many nomination committees. The responsibilities — financial oversight, strategic governance, risk management — are directly transferable, and the profile of charities’ boards has risen significantly in recent years as the sector has professionalised.

Advisory board. Advisory board membership is not a formal directorship and carries no legal accountability, but it can be a useful credential-building step — particularly in sectors or geographies where the executive’s network is less developed. Advisory boards are common in technology and scale-up businesses. The distinction between an advisory board seat and a formal board directorship should be clear in any biography or board CV.

What Boards and Nomination Committees Actually Look For

The formal answer to what boards look for in a NED — strategic insight, independent judgement, financial literacy, relevant experience, and the ability to challenge constructively — is accurate but not particularly useful, because it describes the floor, not the differentiator. Every candidate presented to a nomination committee meets those criteria in broad terms. What determines who gets the seat is something more specific.

A defined contribution to the board’s capability gap. Boards appoint NEDs to address a specific gap in the board’s collective capability — a sector the business is entering, a skill the existing board lacks, a perspective the board needs to challenge its own assumptions. The executive who can articulate precisely what they bring that the board does not currently have — and can demonstrate it with specific examples from their career — will consistently outperform the executive who presents a general case for their suitability. Before approaching any board opportunity, the first question to ask is: what is this board trying to add, and why am I the answer to that question?

The ability to challenge without alienating. The NED’s primary governance function is to challenge the executive team’s assumptions and decisions. The most effective NEDs do this in a way that the executives find genuinely useful — probing, questioning, and holding the team to account without creating a dynamic of opposition or mistrust. Nomination committees assess this through reference conversations as much as through formal interview, and the candidate’s track record of constructive challenge at the executive level — how they handled disagreement with a CEO or board when they were an executive — is a reliable proxy for how they will perform as a NED.

Independence of judgement. The UK Corporate Governance Code requires listed company NEDs to be independent of the company’s management, major shareholders, and recent advisers, and to exercise independent judgement on the matters that come before the board. In practice this means that relationships — with major shareholders, with the executive team, with advisers who have conflicts — that could compromise independence are a material consideration in the appointment process. Executives who have recently left an executive role at the company, or who have close financial relationships with the business, will not be considered independent.

Time availability and portfolio management. A NED who is carrying too many board seats, a demanding executive role, or other commitments that limit their availability for board preparation and attendance is a risk that most nomination committees will not take. The expectation for a listed company NED is typically 20–30 days per year — board meetings, committee meetings, site visits, and preparatory reading. A mid-market private company NED may commit 12–15 days per year. The executive who cannot demonstrate that they have the time to perform the role properly will not progress to appointment regardless of the quality of their profile.

How Board Appointments Are Actually Made

Understanding how board appointments are made is as important as understanding what boards are looking for, because the process determines where to focus time and energy.

Retained search. Listed company NED appointments are almost always run through a retained search firm appointed by the nomination committee. The search firm develops a brief, maps the candidate market, approaches candidates, and manages the shortlisting and interview process. To be considered for these searches, executives need to be known to the search firms that run NED mandates at the relevant company size and sector. This means maintaining relationships with those firms — not just registering a CV, but having genuine conversations about career direction and board ambitions — before a specific mandate arises.

Chairman and board network. The majority of private company NED appointments — and a significant proportion of smaller listed company appointments — are made through the chairman’s personal network rather than through formal search. The chairman identifies a candidate they know and respect, introduces them to the other board members, and the appointment follows. This is the most direct route to a first NED seat for most executives, and it explains why the relationship with existing board-level figures in the executive’s network is often more valuable than any formal registration process.

PE firm networks. PE-backed boards are typically populated by the PE firm’s own network — operating partners, sector advisers, and NEDs the fund has worked with on previous investments. Executives who develop relationships with PE firms — through transactions, advisory work, or being introduced by portfolio company management teams — are often considered for board seats on new investments as they are made. This is a productive avenue for executives with operating experience in sectors the PE firm is active in.

NED search and board placement firms. Specialist NED and board-level search firms — including our sister company NED Capital — maintain candidate databases and run searches specifically for NED and Chairman appointments. Registering with these firms, with a clear and well-prepared board biography and an articulate account of the contribution you are seeking to make, puts you in front of the mandates they run and the nomination committees they work with. This is a necessary step but not a sufficient one — the search firm relationship works best for executives who are already building their board profile through the network channels described above.

Building the Profile That Leads to a First Appointment

The board biography. The board CV or biography is a different document from an executive CV. Where an executive CV demonstrates depth of functional expertise and career progression, a board biography demonstrates the strategic perspective, governance experience, and specific contribution the executive will make at board level. It should be written for a non-executive audience — a nomination committee that may not be familiar with the executive’s sector or functional specialism — and should make the case for the specific board-level value the executive brings, not just restate their executive career in chronological form.

Governance credentials. Formal governance education — the Institute of Directors‘ Certificate and Diploma in Company Direction, the Financial Times NED programme, or equivalent qualifications from ICSA — signals to nomination committees that the executive has invested in understanding the governance dimension of the board role, not just the commercial one. These are not prerequisites for appointment, but they are increasingly common among competitive candidates for listed company seats and are worth considering for any executive serious about a board career.

Sector and functional positioning. The executive who is known in their sector — who speaks at conferences, writes for industry publications, serves on sector bodies or trade associations, and is recognised by peers and adjacent professionals as a credible voice — is more visible to the people making board appointments than the executive who has had an equally strong career but kept a lower profile. Building external profile while still in executive roles is the most effective long-term investment in a board career.

The first seat. The first board seat is the hardest. Once it is established, subsequent appointments follow more naturally — because the experience paradox is resolved, and because the network of people who can introduce the executive to further opportunities expands with every board they join. The pragmatic approach is to prioritise getting a first credible seat — whether a PE-backed business, a well-regarded charity, or a smaller listed company — over waiting for an ideal one. The first seat builds the credentials; subsequent seats can be more selective.

NED Fees — What to Expect

Listed company NED fees in the UK typically range from £50,000 to £120,000 per year for a base NED seat, with additional fees for committee chairmanship — audit committee chairs commonly receive a supplement of £15,000–£25,000. FTSE 100 NED fees are at the higher end; AIM and smaller listed company fees are typically £40,000–£70,000. Private company NED fees vary widely — from £20,000 to £80,000 per year at mid-market scale, depending on the business’s size and the time commitment involved. PE-backed NED fees may be supplemented by carried interest or co-investment rights. Charity trustee roles are unpaid. For a full breakdown of NED compensation by board type, see our NED Capital guides.

Building a board career or seeking your next NED role?

Exec Capital and our sister company NED Capital place NEDs and Chairmen across private, PE-backed, and listed businesses. Speak with Adrian Lawrence FCA directly, or register your board biography with our team.

0203 834 9616  |  Register as a candidate