Hiring for IPO and Public Markets: A Complete UK Guide

Hiring for IPO and Public Markets: A Complete UK Guide

Senior hiring for UK firms preparing for IPO or operating as listed companies is among the most distinctive segments of the UK executive search market. The combination of UK Corporate Governance Code requirements on board composition, the public-market expectations on senior leadership credentials and disclosure, the institutional investor and shareholder advisory body engagement, the regulatory and listing-rules framework, and the time-pressure dynamics of IPO preparation all produce a senior hiring environment with little parallel elsewhere. UK firms approaching IPO that begin the senior hiring work too late routinely face IPO timeline slips driven by senior team gaps; firms that begin the work twelve to twenty-four months before the realistic IPO window typically navigate the process more smoothly. The successful senior team transitions to public markets are those that treat the IPO-readiness senior hiring work as a substantial twelve-to-eighteen-month programme rather than a final-six-months scramble.

This guide is written for chairs, CEOs, founders, lead investors and pre-IPO board members at UK firms approaching IPO or operating as recently-listed companies. It covers the senior team typically required, the timing of pre-IPO senior hiring, board composition under the Code, the Investor Relations Director role, listed-company-readiness considerations, and the common pitfalls. For our broader pre-IPO and listed company services, see listed companies NED recruitment and Investor Relations Director recruitment. For board-level guidance, see our How to Hire a Chairman guide and Board Construction guide.

The senior team that pre-IPO firms typically need

Six senior appointments recur in pre-IPO UK senior hiring work, with the specific sequence varying by firm.

IPO-experienced CFO. The single most consequential pre-IPO senior appointment. Strong pre-IPO CFO candidates typically have prior listed-company CFO experience or substantive prior IPO transaction experience. The CFO leads the financial dimensions of IPO preparation — financial reporting strengthening, audit relationship, prospectus financial information, working capital and going-concern statements, listed-company financial controls. For substantive treatment, see our sister firm FD Capital, where IPO-experienced CFO appointments are a core specialism.

Independent Chair (where the existing chair has not chaired a listed company). The Code requires UK listed companies to have an independent chair, and institutional investors typically expect substantive prior listed-company chairing experience. Where the pre-IPO firm’s existing chair has not chaired a listed company, refresh of the chair role is often warranted twelve to twenty-four months pre-IPO. See our How to Hire a Chairman guide.

Senior Independent Director. The SID is a specific Code expectation under Provision 12. Pre-IPO firms typically appoint an SID alongside their other independent NEDs as part of IPO preparation. See our How to Appoint a Senior Independent Director guide.

Audit Committee Chair. The Code requires audit committee chairs to have “recent and relevant financial experience” — typically meaning a chartered accountancy qualification plus substantive prior CFO or audit partner experience. The appointment is foundational to the firm’s audit committee credibility with institutional investors. See our Audit and Risk Committee Chairs guide.

Independent NEDs to meet Code composition requirements. The Code expects at least half of the board (excluding the chair) to be independent NEDs. Pre-IPO firms typically need to appoint multiple independent NEDs to meet this composition. See our How to Hire a NED guide.

Investor Relations Director. Senior IR leadership becomes warranted pre-IPO and is foundational once the firm is listed. Strong IR Directors have prior listed-company IR experience and substantive credibility with institutional investors and sell-side analysts.

Timing — when each appointment typically happens

Pre-IPO senior hiring is calibrated to the IPO timeline. A typical sequence for a firm targeting IPO eighteen to twenty-four months out.

Twenty-four to eighteen months pre-IPO. CFO appointment if the existing CFO does not have IPO experience. Chair refresh if the existing chair has not chaired a listed company. These are the two longest-lead-time senior appointments and warrant earliest attention.

Eighteen to twelve months pre-IPO. Independent NED appointments to meet Code composition. Audit Committee Chair if not already in place. SID appointment.

Twelve to six months pre-IPO. IR Director appointment. Final independent NED appointments if any. Senior team integration and IPO-readiness preparation.

Six months pre-IPO. Senior team focus on IPO preparation and roadshow readiness rather than further appointments. Late senior changes at this stage typically slow the IPO timeline.

Board composition under the UK Corporate Governance Code

UK listed companies operate under the UK Corporate Governance Code on a comply-or-explain basis. The Code shapes board composition materially.

Independence (Provision 10). At least half the board (excluding the chair) should be independent NEDs. The independence tests include factors such as length of tenure, prior employment with the firm, material business relationships, and shareholder relationships. Pre-IPO firms often need to refresh non-independent NEDs as part of IPO preparation.

Diversity expectations. FCA Listing Rules expectations on UK listed companies include 40% women, 1 director from a minority ethnic background, and 1 senior board position held by a woman. Pre-IPO firms typically need to ensure board composition meets these expectations on day one of listing.

Tenure (Provision 19). Letters of appointment for chairs and NEDs typically run for three years initially with renewal expected on a performance and continued-independence basis. Maximum chair tenure under the Code is typically nine years. Tenure planning informs pre-IPO board construction.

For substantive treatment of board construction work, see our Board Construction guide.

The Investor Relations Director role

The IR Director is the firm’s senior interface with institutional investors, sell-side analysts, and (where applicable) shareholder advisory bodies. The role becomes substantive once the firm is listed and is typically appointed in the six to twelve months pre-IPO.

Strong IR Director candidates typically have substantive prior listed-company IR experience, sell-side equity research backgrounds, or institutional buy-side investor relations experience. The role requires fluency in the firm’s commercial and financial story, the ability to engage with institutional investors at substantive depth, and the discipline to operate within the firm’s disclosure framework consistently.

The IR Director typically reports to the CFO or directly to the CEO, with substantive interaction with the chair and the board on shareholder matters. For our IR Director recruitment service, see Investor Relations Director recruitment.

The candidate pool

The UK pre-IPO and listed-company senior candidate pool is concentrated at the senior end. Five pools recur.

Sitting senior executives at peer listed companies. The most direct pool. Strong candidates have multiple options at any time.

Recently retired listed-company executives. Particularly relevant for chair, NED and audit committee chair appointments. Typically three to five years post-retirement, with portfolio NED careers established.

Step-up candidates from FTSE 250 or Listed firm tier. Senior leaders at smaller listed firms ready for the senior seat at larger or higher-tier listed firms. Particularly relevant for CFO and CEO appointments.

PE-backed past-exit executives. Senior executives from past PE-backed exits (particularly IPO exits) bring substantive value-creation and exit-readiness experience.

Sector specialists with listed-company credentials. Where the pre-IPO firm operates in a sector with specific listed-company dynamics, sector specialists with prior listed-company experience are particularly valued.

Compensation

UK listed-company senior compensation follows shareholder-approved frameworks with substantial LTI components. Pre-IPO firms typically need to transition compensation structures from private-firm conventions to listed-firm structures during IPO preparation.

Compensation transition. Pre-IPO firms typically work through compensation structuring with their advisers and (often) a remuneration committee chair to design listed-firm-ready compensation policies that institutional investors will support.

LTI structures. Performance Share Plans (PSPs) are the standard listed-firm LTI structure — conditional shares with three-year vesting subject to performance criteria.

NED fees. Pre-IPO firms typically need to refresh NED fees to listed-firm levels as part of IPO preparation.

For substantive treatment, see our Executive Compensation guide.

Common pre-IPO senior hiring pitfalls

Six patterns recur. Beginning senior hiring work too late in the IPO preparation cycle. Underestimating chair-refresh consideration where the existing chair has not chaired a listed company. Audit Committee Chair credentials not properly addressed against Code requirements. NED diversity composition not addressed to meet Listing Rules expectations. IR Director appointed too late for substantive pre-IPO investor engagement work. Compensation transition handled procedurally rather than as substantive structuring work.

How Exec Capital approaches IPO and listed-firm mandates

Exec Capital works with pre-IPO firms on senior hiring as part of integrated IPO-readiness work. Our practice runs both individual senior appointments and integrated programmes covering multiple appointments over twelve to twenty-four months. Cross-portfolio with FD Capital where the CFO seat is in scope. Adrian leads every senior IPO mandate personally.

For chairs, CEOs, founders and lead investors at pre-IPO firms working through senior hiring, we offer a structured initial conversation.

Further reading

For our pre-IPO and listed-company services, see listed companies NED recruitment and Investor Relations Director recruitment. For senior CFO appointments at IPO-track firms where FD Capital’s specialism is concentrated, see our sister firm FD Capital.

For board-level senior hiring guides, see our How to Hire a Chairman guide, How to Hire a NED guide, SID appointment guide, Board Construction guide, and Audit and Risk Committee Chairs guide.

For related stage-of-business guides, see our Scale-Up hiring guide, PE-Backed hiring guide, and Pre-Exit and M&A hiring guide. For methodology, see our Executive Search Methodology guide, Executive Compensation guide, and Equity and Incentives guide.

For UK governance and listing frameworks underpinning IPO and listed-company senior hiring, see the UK Corporate Governance Code, the UK Stewardship Code, the FCA Listing Rules, the London Stock Exchange guidance, and the Institute of Directors.