What is a NED, and does your startup need one?

A non-executive director (NED) is a member of your board who doesn’t run the business day to day. A NED brings independent judgement, challenges the plan and helps the founders make the big calls. In UK law a NED is a director like any other, with the same general duties under the Companies Act 2006, sections 171 to 177, including the duty to promote the success of the company and the duty to exercise independent judgement.

Not every startup needs one straight away. Before a priced round, many founders start with a Board Advisor, who gives specialist help without a board seat or a director’s duties. An independent NED usually arrives when investors take board seats, often around a Series A. CRV, the US venture firm, puts it plainly in its May 2026 guide to independent board members: “Series A is when independent directors typically become standard.”

Our guide to board roles explains how a Chair, NED, Board Advisor and Fractional Leader differ.

When should you hire a NED?

Hire a NED when the decisions ahead need someone around the table who brings experience the founders and investors don’t yet have. The usual moments are:

  • After a round in which investors join the board, so the board has an independent voice alongside the founders and investors.
  • Before your next raise, when new investors will look at who sits on your board.
  • When you move into a regulated market, such as payments or lending, and the regulator will ask how the company is governed.
  • When you start selling to banks or large companies, and someone who has sat on the buying side would help.
  • When the founders want an experienced person to lean on and an advisor is no longer enough.

Start before you need to. CRV advises founders to find a candidate before term sheet talks begin, so the founders shape the choice.

What should you look for in a NED?

Look for someone who has already done what your company is about to do. Write down the three hardest decisions you expect in the next eighteen months, such as a first international market, a Series B, an application to a regulator or a large partnership, and find the person who has been through them.

Four things to check

  • Relevant experience: a clear link between what they have done and your next stage matters more than a famous name.
  • Independence: they should be free to disagree with anyone around the table, and have no conflict with your business.
  • Time: ask how many other boards they sit on and how quickly they can help when something goes wrong between meetings.
  • How they work: the best NEDs stay close to the product and the customers, explain complex things simply and persuade without trying to run the company.

The last two checks come from Michelle Wilson, who has served as an independent director at Pinterest, Okta and Zendesk, in First Round Review’s field guide to independent board members (2017, updated 2024).

Where can you find a NED for your startup?

Most startup NEDs are found through introductions, so start with your own network and widen it from there.

  • Your investors and other founders. Investors know experienced operators and often make the first introduction. Wilson says investors introduced her to every one of her independent board roles, and that the right person is often a second-degree connection.
  • Your advisors, lawyers and accountants. They see a lot of boards and know who is good in the room.
  • Search firms. They run a full, hands-on process and suit later-stage companies with the budget for one.
  • Board networks and platforms. These widen the search beyond the people you already know. Check how each one works: some charge candidates to be considered, which shapes who joins, and others charge the company.
  • Boardly. You tell Veronica, our AI agent, what your startup needs, and a shortlist from Boardly’s community of verified, hand-vetted members comes back in minutes. See how it works below.

Whichever route you use, keep the search confidential until you are ready and tell your investors early. Many venture shareholders’ agreements give investors a say over new directors, so read yours before you approach anyone.

How do you hire a NED, step by step?

  1. Write a one-page brief. Cover the decisions ahead, the experience that would help, the time you expect each month and what you can offer.
  2. Agree the brief with your co-founders and investors, so nobody blocks the right person later.
  3. Build a shortlist and meet three to five people. Treat the first meeting as a conversation both ways.
  4. Take references, from people on and off the list the candidate gives you. Wilson recommends at least three backchannel calls.
  5. Agree terms in an appointment letter: the role, the time commitment, the fee or share options, the term, how conflicts are handled and confidentiality.
  6. Appoint them formally, following your articles and shareholders’ agreement, usually by a board resolution.
  7. Check their identity is verified with Companies House. Since 18 November 2025, new directors must verify their identity before they can be appointed, as Companies House confirmed in August 2025. Then file the appointment.
  8. Add them to your directors’ and officers’ insurance and plan an induction: the numbers, the people and the decisions coming up.

How do you pay a NED at a startup?

Startup NEDs are usually paid with share options, a cash fee or both, agreed in the appointment letter. CRV’s guide says equity is the standard way to pay independent directors at early-stage startups, with cash fees becoming more common at later stages. Whatever you agree, write it down, and take advice on your share option scheme and the tax.

Boardly’s own fee is separate: one flat fee set by the role and how much you’ve raised, paid only if you appoint someone. You can see every fee on our pricing page.

Quick answers

How long does it take to hire a NED?

With a clear brief you can have a shortlist quickly, and on Boardly it comes back in minutes. Meeting people, taking references and agreeing terms take longer, so start well before the decision that needs them.

Is a Board Advisor the same as a NED?

No. A Board Advisor gives specialist help but isn’t a director, so they don’t carry a director’s legal duties or vote at board meetings. A NED is a formal director appointment. Our guide to choosing between a Board Advisor and a NED explains when you need each.

Can an investor be our NED?

Many investors sit on startup boards as investor directors. An independent NED is a different appointment: someone chosen for experience your board doesn’t have yet, with no other role in the company.

Do we need our investors’ approval to appoint a NED?

Often, yes. Check your shareholders’ agreement and articles, because many give investors a consent right over new directors. Even where they don’t, agreeing the brief with them early makes the appointment easier.

How Boardly helps you find a NED

Boardly is the board hiring agent for startups: the platform where VC-backed founders hire Chairs, NEDs, Board Advisors and Fractional Leaders. It works like this:

  1. You have a ten minute chat with Veronica, our AI agent, about where your company is heading and where the gaps are.
  2. She writes the brief with you as you go.
  3. A shortlist from our closed community of verified, hand-vetted members comes back in minutes. Only the people who match ever see the role, so your search stays confidential.
  4. You pick who you’d like to meet, and we make the introductions over email.

Reviewing your shortlist is free. You only pay if you appoint someone, and it’s one flat fee, never a percentage. Candidates never pay to join.

Sources: Companies Act 2006, Part 10, Chapter 2 (legislation.gov.uk, revised text); CRV, Independent board member (May 2026); First Round Review, A field guide to identifying and integrating independent board members (2017, updated 2024); Companies House, identity verification rollout (August 2025). This guide is general information, not legal advice.