The Private Equity Playbook for Non-Executive Directors

Private equity groups have struggled in recent months, despite several multi-billion-dollar takeovers in 2025.

According to a recent Bain research report “today’s deals demand faster EBITDA growth” - around 12% rather than 5% previously. There is ever greater pressure on Boards to create value faster, meaning NEDs who remain or are newly appointed may well be in for a shock.

The PE owner will be highly engaged from the outset. A small, high-calibre Board will be established, usually comprising an independent Chair or “operating Chair”; up to three PE directors and occasionally sector experts or industry advisors from the PE firm’s own network, and a few independent NEDs.

Everything happens within a compressed timetable. Decisions are made fast. Finance is raised rapidly, and directed to clearly identified growth areas. Waste is eliminated, costs are slashed at speed.

NEDs will be expected to think and act more like a high-powered management team. Their main focus will be on value creation rather than regulatory compliance. A constant refrain will be: ‘how are you adding value?’ Research shows that 47% of PE-backed-company Boards have a very high impact on value creation, compared with 11% of public-company Boards.

Impatience is a Virtue

Unsurprisingly, being on a PE-owned Board “is not for everyone,” said a NED and Chair with experience in both PE-owned and public listed companies. You won’t fit in if you view your non-exec position as a sinecure or a late-career reward, he says. You need to be “impatient for results…and like getting stuff done.” PE investors want non-execs to be “forensic in their analysis, interested in numerous aspects of the business, and very hands on.”

Those with only listed-company experience often don’t grasp, let alone welcome, the intensity. “You need resilience,” said another Board expert. “I could barely take a holiday. A brief break, inevitably, was cut short.” she commented.

This environment can be particularly disorientating for NEDs brought in specifically for their industry or technical expertise. Suddenly, they are expected to be fully engaged in the details of the entire PE project. For those who can adapt, it’s a unique learning opportunity.

PE owners pass on precious expertise from how to scale-up a business, networking, upskilling in finance or cybersecurity and implementing post-merger integration. Such experience may prove invaluable for one’s next non-executive role.

Seven tips for private equity NEDs

1. Expect smaller, more focussed Board meetings. PE-backed Boards of around 5-7 people help focus discussions and foster collegiality, trust and common purpose. You will be more visible.
2. Prepare thoroughly for meetings. Unsurprisingly, PE owners won’t waste time re-introducing the problem; the precious minutes are devoted to discussing solutions instead, so come with fresh ideas.
3. Think more like an owner. Strategy is everyone’s business. You aren’t there merely to rubber stamp the CEO’s vision. PE-backed Board meetings spend one-fifth more time discussing strategic initiatives compared with listed Boards. There’s a balance to strike between fast-tracking the PE’s goals and presenting robust independent advice.
4. Don’t be afraid to challenge. NEDs shouldn’t try to sidestep uncomfortable or confrontational conversations. That includes challenging the CEO. An ‘all in it together’ atmosphere allows for, indeed encourages, a degree of candour that might feel misplaced in a traditional Board meeting.
5. Align remuneration. A laser-like focus on value creation will include your compensation. In addition to a base salary, consider negotiating tax-efficient equity options and other incentives for achieving agreed targets.
6. Get out more. It’s not all about Board meetings and pre-reading. Engage with stakeholders outside of the boardroom. Discover for yourself where problems may lie. Get customer perspectives whether from the office, on the road or in a call centre - independent first-hand insights are invaluable.
7. Keep dialogue going. Don’t wait for the next Board meeting to talk about your findings. You can test these informally with other NEDs between meetings, so long as you loop in the rest of the Board.

Odgers helps PE firms and portfolio companies identify exceptional non-executive and senior talent who can accelerate value creation from day one. Our global talent experts would be delighted to discuss how we could support your next appointment.