Hiring for IPO and Public Markets: A Complete UK Guide

Senior hiring for UK companies preparing for an IPO, or operating as newly listed companies, is one of the most distinctive parts of the executive search market. The UK Corporate Governance Code sets clear expectations on board composition. Institutional investors and proxy advisers judge the board and senior team on their listed-company credentials. The listing and prospectus rules set the disclosure framework, and the IPO timetable puts real time pressure on every appointment. Few other hiring situations combine all of those at once.

Companies that leave senior hiring until late in IPO preparation often find that a gap in the team, rather than the prospectus or the audit, becomes the thing that holds the timetable back. Companies that start the work twelve to twenty-four months before their realistic listing window usually have a much smoother run. The senior team transitions that work best treat IPO-readiness hiring as a planned programme of twelve to eighteen months, sitting alongside the financial reporting and legal work, rather than a scramble in the final six months.

This guide is written for chairs, CEOs, founders, lead investors and pre-IPO board members at UK companies approaching an IPO or recently admitted to market. It covers the senior team typically required, the timing of each appointment, the current UK listing regime, board composition under the Code, the new internal controls declaration, the investor relations, company secretary and general counsel seats, the choice of venue, compensation, and the pitfalls that recur. If you are building a board for listing now, our listed companies non-executive recruitment service covers the independent chair, senior independent director and committee chair seats that institutional investors look at first.

The senior team that pre-IPO firms typically need

Six senior appointments recur in pre-IPO hiring work in the UK. The exact sequence varies by company, by sector and by how much listed-company experience already sits on the board, but the list itself is remarkably consistent.

IPO-experienced CFO

The single most consequential pre-IPO appointment. Strong candidates usually have prior listed-company CFO experience or hands-on experience of at least one IPO transaction. The CFO leads the financial side of IPO preparation: strengthening financial reporting, managing the audit relationship, preparing the historical financial information for the prospectus, supporting the working capital and going-concern work, and building the financial controls a listed company needs. Where the incumbent finance leader has built the business well but has not been through a listing, the conversation about whether to bring in an IPO-experienced CFO needs to happen early and candidly. Our sister firm FD Capital also works on IPO-track finance appointments.

Independent Chair (where the existing chair has not chaired a listed company)

The Code expects the chair of a listed company to be independent on appointment, and institutional investors generally expect a chair with prior listed-company board experience, ideally as chair. Where the existing chair is a founder, an investor representative or someone who has not sat on a listed board, a chair refresh twelve to twenty-four months before the IPO is often the right call. The chair sets the tone for the whole board build, so this appointment usually comes first. Our How to Hire a Chairman guide covers the process in detail.

Senior Independent Director

The SID is a specific Code expectation under Provision 12. The SID acts as a sounding board for the chair, an intermediary for other directors and shareholders, and leads the annual appraisal of the chair. Pre-IPO companies typically appoint a SID alongside their other independent non-executives. Where there is a significant founder or private equity shareholder staying on after listing, the SID’s role in giving minority investors a channel to the board takes on extra weight. See our guide to appointing a Senior Independent Director.

Audit Committee Chair

Provision 24 of the Code requires the audit committee to include at least one member with recent and relevant financial experience, and in practice institutional investors expect the audit committee chair to be that person. That usually means a chartered accountant with prior CFO, audit partner or audit committee chair experience at a listed company. The appointment is central to the audit committee’s credibility, particularly in the first year of listed reporting. The 2024 Code also points audit committees to the FRC’s Minimum Standard for audit committees, which sets out how they should oversee the external audit. Our Audit and Risk Committee Chair guide covers this seat.

Independent NEDs to meet Code composition requirements

The Code expects at least half of the board, excluding the chair, to be independent non-executive directors. A private company board made up of founders, executives and investor directors rarely meets that on day one, so pre-IPO companies usually need to appoint several independent NEDs. Each one also has to fit the committee structure: audit, remuneration and nomination committees all have their own composition expectations. Our How to Hire a Non-Executive Director guide sets out the selection process.

Investor Relations Director

Senior investor relations leadership becomes necessary before the IPO and is a permanent fixture once the company is listed. Strong IR Directors have prior listed-company IR experience and credibility with institutional investors and sell-side analysts. The role is covered in more depth below.

Timing — when each appointment typically happens

Pre-IPO senior hiring is calibrated to the IPO timeline. A typical sequence for a company targeting a listing eighteen to twenty-four months out looks like this. It is a guide rather than a rule: a company with an experienced listed-company chair already in place can compress it, and one that needs a new CFO and a new chair may need to start earlier.

• Twenty-four to eighteen months pre-IPO. CFO appointment if the existing CFO does not have IPO or listed-company experience. Chair refresh if the existing chair has not chaired a listed company. These are the two longest-lead appointments and they shape everything that follows, so they deserve the 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. Remuneration committee chair, who will lead the move to a listed-company remuneration policy.
• Twelve to six months pre-IPO. IR Director appointment. Company secretary, if the company does not already have someone with listed-company experience. Final independent NED appointments. Board induction, committee terms of reference and board evaluation groundwork.
• Six months pre-IPO. The senior team should be focused on the prospectus, analyst presentations and roadshow readiness rather than further appointments. Late changes at this stage usually slow the timetable and raise questions from advisers and investors about why the change was needed.

Two points are often missed. First, every new director appears in the prospectus, with their biography, other directorships and any conflicts, so late appointments create late drafting and verification work. Second, the sponsor and the company’s lawyers will carry out due diligence on directors, and the board needs to have operated as a board — with proper committees, minutes and decision-making — for long enough to show it works before the company comes to market. A board assembled in the final quarter cannot show that.

How the UK listing regime has changed for IPO candidates

The rules that pre-IPO companies prepare against have changed substantially, and anyone advising a board on IPO readiness needs to be working from the current position rather than the regime of a few years ago.

A single listing category for commercial companies

On 29 July 2024 the FCA replaced the old premium and standard segments with the UK Listing Rules, built around a single category for commercial companies: Equity Shares in Commercial Companies, or ESCC. The FCA described the overhaul of the listing rules as the biggest change to the regime in more than three decades. The changes most relevant to senior hiring are:

• Simpler eligibility. The old three-year track record and clean working capital statement requirements for eligibility have gone, opening the Main Market to earlier-stage companies. A minimum free float of 10% and a minimum market capitalisation of £30m remain.
• Fewer shareholder votes. Significant transactions and related party transactions no longer need a shareholder vote, except for reverse takeovers. Decisions shift to the board, which puts more weight on the quality and independence of the directors making them.
• More flexible dual-class structures. Founders can retain enhanced voting rights. Where a significant shareholder keeps control, the independent directors and the SID matter even more to outside investors.
• Governance expectations carried over. The comply-or-explain requirement against the UK Corporate Governance Code still applies to ESCC companies, as do the arrangements for controlling shareholders, including the dual vote on electing independent directors.

The practical effect is that the regime now relies more on disclosure and board judgement and less on shareholder approval. That raises the bar for the board rather than lowering it.

The new prospectus regime

The Public Offers and Admissions to Trading Regulations 2024 replaced the UK Prospectus Regulation, and the FCA’s new rules for public offers and admissions to trading came into force on 19 January 2026. A prospectus is still required for an IPO on a regulated market, but the threshold for needing one for further issues of shares has risen sharply, to 75% of existing share capital, which makes follow-on fundraising after listing far simpler. The new rules also introduce a category of protected forward-looking statements, which carry a lower liability standard than the rest of the prospectus. For the CFO and the board, that changes how forward-looking information can be presented and verified, and it is one more area where listed-market experience on the team pays off.

The wider policy context

These reforms sit within a broader government push to make UK markets more attractive to growth companies, restated in the Leeds Reforms set out at Mansion House in July 2025. Alongside the listing and prospectus changes, the government and the FCA have introduced PISCES, a regulated market for intermittent trading in private company shares, and the London Stock Exchange has overhauled the AIM Rules. Both are covered below because they change the hiring picture for companies that are not yet ready, or not yet sure, for a full Main Market listing.

Board composition under the UK Corporate Governance Code

Companies with an ESCC listing report against the UK Corporate Governance Code 2024 on a comply-or-explain basis. The 2024 Code applies to financial years beginning on or after 1 January 2025. It shapes board composition in several ways that matter for pre-IPO hiring.

Independence (Provisions 10 and 11). Provision 11 expects at least half the board, excluding the chair, to be independent non-executive directors. Provision 10 lists the circumstances that are likely to impair independence, including employment with the company in the previous five years, a material business relationship, representing a significant shareholder, and more than nine years’ service on the board. Investor-appointed directors and long-serving advisers who have joined the board are usually not independent under these tests, so pre-IPO companies often need to reshape the board rather than simply add to it.

Committee composition. The audit and remuneration committees should be made up of independent non-executives, with at least three members, or two for companies below the FTSE 350. The nomination committee should have a majority of independent non-executives. Provision 32 expects the remuneration committee chair to have served on a remuneration committee for at least twelve months before taking the chair. Those requirements mean the board has to be designed as a set of committees, not just a headcount of independents. Our remuneration committee chair recruitment work is often run alongside the audit chair search for this reason.

Diversity expectations. The UK Listing Rules carry over the FCA’s comply-or-explain board diversity targets: at least 40% of the board to be women, at least one of the senior board positions (chair, CEO, SID or CFO) to be held by a woman, and at least one director from a minority ethnic background. Companies disclose against these targets in their annual report. Pre-IPO companies should plan the board build so that composition is in a position they are comfortable disclosing from their first annual report, rather than explaining a shortfall.

Tenure and re-election (Provisions 18 and 19). All directors should be put forward for re-election every year. Letters of appointment for non-executives typically run for an initial three-year term, renewed on performance and continued independence. The chair should not remain in post beyond nine years from first appointment to the board, subject to limited extension. Tenure planning matters at IPO because a board appointed all at once will all reach the same point at the same time, which makes later succession harder.

For the full process of designing a board around these rules, see our listed company board construction guide. Where the brief covers both executive and non-executive seats, our board of directors recruitment service handles the board as a single piece of work.

Provision 29 and the internal controls declaration

The most significant change in the 2024 Code is Provision 29, which applies a year later than the rest of the Code, to financial years beginning on or after 1 January 2026. It requires the board to make a declaration on the effectiveness of the company’s material internal controls — financial, operational, compliance and reporting controls — as at the balance sheet date, and to explain any material controls that have not operated effectively.

For a company coming to market now, this is not a later problem. Its first annual report as a listed company will fall under Provision 29, so the board has to be able to stand behind the declaration from the start. That has three hiring consequences:

• The CFO needs controls experience, not just transaction experience. Running an IPO and building a controls framework that a board can attest to are different skills. The strongest candidates have done both.
• The audit committee chair carries more weight. The audit committee will usually own the process that underpins the declaration, so the chair needs to understand risk and internal control as well as financial reporting.
• Internal audit and risk may need to be built. Many private companies have no internal audit function. A head of internal audit or risk, interim or permanent, often joins in the year before listing to give the board the evidence it needs.

The Code does not require external assurance over controls and does not prescribe a framework, so the board’s own judgement about what is material is central. That is another reason to appoint non-executives who have been through this kind of reporting before.

The Investor Relations Director role

The IR Director is the company’s senior interface with institutional investors, sell-side analysts and, where applicable, proxy advisers and shareholder bodies. The role becomes substantial once the company is listed and is typically appointed six to twelve months before the IPO, early enough to support the analyst presentations, early-look meetings and the roadshow.

Strong IR Director candidates usually come from one of three backgrounds: prior in-house IR at a listed company, sell-side equity research, or buy-side investment roles. Each brings something different. In-house IR people know the reporting calendar and the mechanics of results days. Former analysts understand how the market will model the company. Buy-side candidates know what institutional holders actually want to hear. The role demands fluency in the company’s commercial and financial story, the ability to hold detailed conversations with institutional investors, and the discipline to work within the disclosure framework every time, because the market abuse regime does not forgive a careless conversation.

The IR Director typically reports to the CFO or directly to the CEO, with regular contact with the chair and the board on shareholder matters. In the months after listing, the IR Director also builds the share register analysis, the investor targeting programme and the shareholder feedback that the board will want to see. Our Investor Relations Director recruitment service covers this hire.

The company secretary and general counsel seats

Two appointments are often treated as afterthoughts in IPO preparation and should not be. A company that re-registers as a public limited company must have a company secretary, and under section 273 of the Companies Act 2006 the directors must make sure that person has the knowledge and experience to do the job, with specified qualifications as one route to that. For a listed company, the role goes further: the company secretary runs the board and committee cycle, supports the chair on board evaluation and induction, manages the disclosure and insider list processes, and keeps the company’s governance reporting accurate.

Many private companies rely on an outsourced provider or a finance team member for company secretarial work. That is rarely enough once the company is preparing for listing. Appointing an experienced listed-company company secretary twelve months or so before the IPO gives the board time to operate on a listed-company footing before it has to. Larger issuers, or those in regulated or contract-heavy sectors, will often also appoint a general counsel, sometimes combining the two roles at first and separating them as the company grows.

Main Market, AIM or PISCES: how the venue shapes the hire

The choice of venue affects which senior appointments are needed and how quickly. The governance requirements differ, and so does what investors expect from the board.

Main Market (ESCC). The full Code applies on a comply-or-explain basis, the board diversity targets apply, and the sponsor regime applies at admission. This route needs the most complete board and senior team, along the lines set out above.

AIM. The London Stock Exchange published a substantial revision of the AIM Rules for Companies in August 2026, through AIM Notice 64. Among the changes, AIM companies no longer have to adopt a recognised corporate governance code and report against it. Instead, AIM Rule 26 requires disclosure on board composition, directors’ roles and responsibilities, remuneration and its link to performance, risk and controls, and shareholder engagement. The revised rules also permit special voting shares on admission and raise the substantial transaction threshold. The nominated adviser remains central, and companies must keep their Nomad informed and seek its view on whether developments need to be announced. Lighter rules do not mean investors expect a lighter board: an AIM company still needs independent non-executives with the judgement to oversee the business, and many institutional AIM investors continue to look for Code-style governance. Our AIM market non-executive recruitment service covers these appointments.

PISCES. The Private Intermittent Securities and Capital Exchange System, which the FCA launched through a sandbox in June 2025, lets private companies offer their existing shares for trading in periodic windows without becoming publicly listed. It is not an IPO and does not raise new capital, but it can give employees and early investors liquidity. Companies using PISCES face disclosure obligations and will want a finance function and company secretarial support able to manage trading events. For some businesses it is a stepping stone that brings forward part of the senior team build.

The candidate pool

The UK pool of candidates with genuine IPO and listed-company experience is concentrated at the senior end and well known to the companies competing for it. Five pools recur.

• Sitting senior executives at peer listed companies. The most direct pool. Strong candidates have several options at any time, and notice periods of six to twelve months are common, which needs to be built into the timetable.
• Recently retired listed-company executives. Particularly relevant for chair, SID, NED and audit committee chair appointments. Many are building portfolio careers and bring experience of several listings and results cycles.
• Step-up candidates from smaller listed companies. Senior leaders from AIM or smaller Main Market companies ready for a larger role. Particularly relevant for CFO and CEO appointments, and often more motivated by the IPO itself than candidates who have done it several times.
• Executives from private equity-backed exits. Leaders who have taken a PE-backed business through an IPO or trade sale bring value-creation and exit-readiness experience, and are used to working with demanding investors.
• Sector specialists with listed-company credentials. Where the company operates in a sector with its own listed-market dynamics, such as technology, life sciences or financial services, sector specialists who have sat on listed boards are especially valued by investors.

For regulated businesses, the pool narrows further. A financial services company coming to market may need non-executives who can be approved under the Senior Managers and Certification Regime as well as meet the Code, and that adds both time and a regulatory approval step to the process.

Interim appointments also have a place. Where a CFO or company secretary leaves part-way through preparation, an interim CFO with IPO experience can hold the timetable while the permanent search runs, rather than letting the process stall.

Compensation

Listed-company senior pay follows a remuneration policy approved by shareholders, with a significant long-term incentive element. Pre-IPO companies need to move from private-company arrangements, which are often built around founder equity, options or private equity sweet equity, to listed-company structures during IPO preparation.

Compensation transition. The remuneration committee chair, working with the company’s remuneration advisers, designs a remuneration policy that institutional investors will support and that will be disclosed in the prospectus. The existing incentive arrangements need to be dealt with on admission, and how that is done can shape whether key executives stay. Our pre-IPO equity structuring guide covers the options.

LTI structures. Performance share plans remain the most common listed-company long-term incentive: conditional share awards that vest after three years subject to performance conditions. Restricted share plans with lower award levels and no performance conditions have become a recognised alternative. The Code expects the total vesting and holding period for share awards to be at least five years, and the 2024 Code expects companies to disclose their malus and clawback provisions. Our guide to LTIP structures at listed firms sets out how these work.

NED fees. Pre-IPO companies usually need to move non-executive fees to listed-company levels, with additional fees for the SID and committee chairs that reflect the extra time those roles take. Under the Code, non-executive pay should not include share options or other performance-related elements. Our guide to non-executive director fees in the UK covers how fees are typically structured.

For the wider picture, see our Executive Compensation guide.

Common pre-IPO senior hiring pitfalls

The same patterns come up again and again. Most are avoidable with earlier planning.

• Starting senior hiring too late. By the time the prospectus drafting is under way, the board should already be in place and working.
• Avoiding the chair conversation. Where the existing chair has not chaired a listed company, delaying the decision usually makes it harder, not easier.
• Under-specifying the audit committee chair. With Provision 29 now in force, the audit chair needs controls and risk experience as well as recent and relevant financial experience.
• Treating board diversity as a disclosure exercise. Composition is far easier to plan into a new board than to fix after listing.
• Appointing the IR Director too late to build relationships before early-look meetings and the roadshow.
• Handling the compensation transition as paperwork rather than as a design decision that affects retention of the team the IPO depends on.
• Forgetting the company secretary. Listed-company governance does not run itself, and the board feels the gap quickly.
• Appointing everyone at once. A board hired in one wave hits its tenure limits in one wave. Staggered terms make later succession easier.

How Exec Capital approaches IPO and listed-firm mandates

Exec Capital works with pre-IPO companies on senior hiring as part of their wider IPO-readiness work. We run individual appointments — a chair, an audit committee chair, an IR Director — and integrated programmes that cover several appointments over twelve to twenty-four months, sequenced so that each hire supports the next. Every search is run by our specialist team, with Adrian Lawrence FCA overseeing each mandate. Where the CFO seat is in scope, we work alongside FD Capital, our sister firm within FD Capital Group.

A typical engagement starts with a review of the current board and senior team against the requirements of the chosen venue: who is independent under the Code, which committee seats can be filled from the existing board, where the gaps are, and which appointments carry the longest lead time. From there we agree the sequence and the profile for each seat, then run the searches. For board appointments, our chairman recruitment and senior independent director recruitment services sit alongside our listed company NED recruitment work, so the board is designed as a whole rather than filled seat by seat.

For chairs, CEOs, founders and lead investors at pre-IPO companies working through senior hiring, we offer a structured initial conversation about the board, the timetable and the order in which to make appointments.

Further reading

For what happens after admission, our post-IPO senior hiring guide covers the first two years as a listed company. 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 incentives, see our Equity and Incentives guide, and for how we run searches, our Executive Search Methodology guide.

Frequently asked questions

How early should we start hiring for an IPO?

Ideally eighteen to twenty-four months before the target listing window. The chair and CFO are the longest-lead appointments and should come first, followed by the independent non-executives, committee chairs, IR Director and company secretary.

Does the UK Corporate Governance Code apply to every listed company?

Companies with shares in the ESCC category of the UK Listing Rules report against the Code on a comply-or-explain basis. AIM companies are no longer required to adopt a recognised code under the revised AIM Rules, but must make governance disclosures under AIM Rule 26.

How many independent directors does a listed board need?

The Code expects at least half the board, excluding the chair, to be independent non-executives, with independent audit and remuneration committees of at least three members (two for companies below the FTSE 350).

What does Provision 29 mean for a company coming to market?

For financial years beginning on or after 1 January 2026, the board must declare whether its material internal controls were effective at the balance sheet date. A newly listed company needs a CFO, audit committee chair and controls framework that can support that declaration from its first annual report.

Can we keep our existing chair through the IPO?

Yes, if the chair is independent on appointment and has the listed-company experience investors expect. Where they do not, many companies appoint a new independent chair and find another role for the existing one, such as a non-executive seat or an advisory position.