Non-Executive Director and Board Advisory for PE-Backed B2B SaaS, Life Sciences and HealthTech scale-ups.

A non-executive director is an independent member of a company's board who provides governance, challenge, and network without operating responsibility for the day-to-day. In PE-backed B2B SaaS, life sciences and healthtech, the right NED accelerates execution, sharpens commercial decisions, and lifts exit valuation. The wrong NED costs money, slows decisions, and creates governance friction.

The role exists because founder-CEOs need an independent voice they trust at the board table, because chairs need experienced operators around them as the company scales, and because PE-backed boards need governance plus operator pattern-matching from people who have lived through the next stage of growth. Most boards add their first NED too late and overweight governance experience over commercial pattern-matching. The right hire does both.

This guide is for founder-CEOs about to add their first or second NED, chairs building or rebuilding boards, and PE deal teams designing portfolio governance, particularly in life sciences, healthtech and partner-heavy B2B SaaS.

The three jobs of a non-executive director

A NED is hired to do three things, in this order of frequency-of-use but in roughly equal order of value over the lifetime of the engagement.

1. Governance. Ensure the board makes well-informed decisions, that risk is understood, that fiduciary duties are met, and that the executive team is held to account. This is the table-stakes job; if a NED cannot do it, they should not be on the board.
2. Challenge. Push the executive team where the executive team has stopped pushing itself. Ask the questions the management team is too close to ask. Bring an outside-in lens to strategy, commercial assumptions, and risk.
3. Network. Open doors. Make introductions. Create opportunities the management team could not create alone, including to investors, customers, partners, talent, and acquirers.

Of these three, network is the job most founders underestimate when hiring, and the job that compounds the most value over a multi-year engagement. Governance and challenge contribute every quarter. Network contributes asymmetrically: one introduction can change the trajectory of the business.

Network is the job founders consistently underestimate when hiring, and the one PE buyers reward most.

Why founders underweight the network job

Three reasons, all common.

First, founders interview NEDs through a governance lens because that is what board education programmes teach them to ask about. The result is a hire who answers governance questions well but has no relevant network for the company's stage and sector.

Second, founders assume their existing investor network is enough. It is not. Investors open investor doors. NEDs open customer, partner, talent, and acquirer doors, which are the doors that move enterprise value.

Third, founders are uncomfortable directly asking interview candidates "who would you introduce me to in the first six months". That is exactly the question that should be asked, and it should be answered with names, not categories.

The fix is structural. When interviewing a NED, ask: in the first six months, which three customers, three partners, three investors, and three acquirers would you make warm introductions to? A candidate who cannot answer with names is a governance hire, not a network hire.

What is different about a NED in life sciences and healthtech

Four things, each material.

1. Regulatory posture. Life sciences and healthtech operate inside regulatory frameworks (MHRA, FDA, NHS commissioning, ISO 13485, IVDR, GDPR-plus-Caldicott in NHS contexts) that change strategic options. A NED who does not understand these frameworks adds drag at every governance discussion.
2. Partner ecosystem density. The partner ecosystem in life sciences and healthtech is denser and more specific than in horizontal SaaS. ISVs, system integrators, instrument vendors, CROs, and regulatory consultants all matter. A NED who has worked inside this ecosystem brings introductions and pattern-matching no horizontal SaaS NED can match. More on partner-led growth.
3. Patient safety boundaries. Some decisions that look like commercial decisions are actually patient-safety decisions. A NED who cannot tell the difference will let the board cross lines that should not be crossed.
4. Buying centres. NHS, AHSN, Genomics England, NHSE, NICE, MHRA, payer organisations and integrated provider networks all operate differently from corporate B2B buyers. A NED who has navigated these buying centres saves the executive team months of avoidable error.

In horizontal B2B SaaS, sector specificity matters less; commercial and operating pattern-matching dominate. In life sciences and healthtech, sector knowledge is non-negotiable.

Non-executive director vs board advisor vs board observer

A non-executive director (NED) is a full board member with fiduciary and statutory duties under company law. Voting rights, formal accountability, named on Companies House. Highest commitment, highest authority, highest fees.

A board advisor has no fiduciary duty and no voting rights. Attends board meetings as appropriate, contributes to strategy and decisions, but does not carry the legal responsibilities of a director. Lighter commitment, faster to engage, easier to exit. Best when the company wants senior input without yet committing to a full board seat.

A board observer sits at the table without voting rights and usually without speaking rights, normally as a representative of an investor or partner. Lowest commitment, primarily an information-flow role.

	NED	Board Advisor	Board Observer
Fiduciary duty	Yes — under company law	No	No
Voting rights	Yes	No	No
Named on Companies House	Yes	No	No
Statutory accountability	Full director liability	None	None
Board meetings attended	All, including committees	As appropriate	Most, information-only
Speaks at board	Yes	Yes	Usually no
Typical commitment	12 to 25 days/year	4 to 12 days/year	2 to 6 days/year
Time to engage	2 to 4 months	2 to 4 weeks	1 to 2 weeks
Time to exit	Resignation + filings	Notice period	Letter from sponsor
Indicative annual fee (UK 2026)	£30k to £75k	£15k to £30k	Usually unpaid (rep role)
Best for	Post-Series B, PE-backed, exit prep	Trial period before NED, or specialist input	Investor / partner representation

The right starting point for most growth-stage businesses is a board advisor for six to twelve months, converting to a NED if the relationship works. This protects both sides from a poor fit getting locked into a multi-year director appointment.

When to add your first NED

Three triggers. The right answer is usually the earliest of these.

1. Post-Series B or shortly after a PE deal closes. The board structure formalises and an independent voice becomes meaningful. Pre-Series B, founder-led boards usually move faster.
2. When the executive team is hitting decisions it cannot resolve internally. Strategic clarity, commercial direction, talent gaps, exit timing. An independent voice with operator credibility unsticks these conversations.
3. 12 to 18 months before a planned PE exit or sale. Adding a NED with exit experience at this stage materially improves the readiness of the company for diligence and the credibility of the commercial story.

When to add your second NED

When the first NED is over-leaned-on, or when the first NED's profile leaves a clear gap. Common second-NED hires bring complementary expertise: a commercial NED if the first was a finance NED, a sector-specialist NED if the first was a generalist, an exit-experienced NED if the first was a growth-stage NED.

The wrong reason to add a second NED is to dilute the first NED. If the first hire is the wrong hire, replace them. Adding a second NED to soften a difficult first relationship is a governance failure mode.

What to pay a NED in 2026

NED fees in the UK in 2026 vary by stage, sector and time commitment. Indicative ranges for non-PLC scale-ups:

1. Pre-Series B startup NED. £15,000 to £30,000 per year, often combined with equity. Time commitment: 8 to 12 days per year.
2. PE-backed scale-up NED (£10m to £50m ARR). £30,000 to £60,000 per year, cash plus modest equity. Time commitment: 12 to 18 days per year.
3. PE-backed growth-stage NED (£50m+ ARR). £50,000 to £75,000 per year, cash with some equity for alignment. Time commitment: 15 to 25 days per year.
4. Chair fees. Roughly 2x to 2.5x the NED fee at the equivalent stage.
5. Sector premiums. Life sciences and healthtech typically pay 10 to 20 percent above horizontal B2B SaaS at the equivalent stage, reflecting scarcity of credible operator-NED candidates with sector experience.

Equity for NEDs in PE-backed businesses is usually a small grant vesting over the term of the appointment. PLC NEDs are generally cash-only.

Board cadence that works

A pattern that works for most PE-backed and growth-stage scale-ups: six full board meetings per year (typically two days each, including a strategy day), plus four shorter quarterly committee meetings (audit, remuneration), plus monthly informal calls between the chair and CEO and quarterly calls between each NED and CEO. Annual offsite for strategy and succession.

Pre-Series B and earlier-stage businesses typically run four full board meetings plus monthly check-ins. Post-Series D and PLC track move closer to monthly board meetings.

The mistake to avoid is over-meeting. A board that meets too often becomes another execution forum and stops being a governance and challenge body. Six full meetings plus committees plus inter-meeting work is enough.

What to look for when hiring a NED

Seven criteria, none negotiable.

1. Operator credibility at the right stage. Has lived where the business is going next, not where it has been. A former PLC CEO is rarely the right NED for a £20m ARR scale-up.
2. Sector pattern-matching. Knows the buying centres, regulatory posture, partner ecosystem, and competitive dynamics of the sector.
3. Named introductions ready. Can answer "who would you introduce me to in the first six months" with names, not categories.
4. Exit experience. For any business within three years of a sale process, this is non-negotiable. Look for two or more direct exits, not just adjacent involvement.
5. Time and attention. Holds no more than four to five active NED or chair roles. Beyond that, attention thins out.
6. Independence. No conflicting current roles, no recent employment with major customers or competitors, no investor relationships that compromise independence.
7. Chemistry with the chair and CEO. Chemistry is not a soft factor; it determines whether the relationship produces value or friction.

Red flags when hiring a NED

Five flags that should end an interview.

1. Career boards-only candidate. No recent operator experience and no plan to refresh it. Brings governance theory, not commercial pattern-matching.
2. Cannot answer the introductions question. The candidate who answers "I'd open my network" without names is the candidate who has no relevant network.
3. Over-extended portfolio. More than five active NED or chair roles. Time and attention will not be there when the business needs them.
4. Sector tourist. Has done a single short engagement in the sector and is treating the new appointment as their main exposure. The business is paying to train them.
5. Comp focus. Negotiates fee or equity terms before understanding the business. Strong NED candidates do the inverse.

How to use a NED in the 12 months before a PE exit or sale

This is the highest-leverage use of a NED, and the one most boards execute poorly.

1. Sharpen the commercial story. Quality of revenue, partner-sourced ARR, expansion mechanics, international optionality. The NED's job is to challenge the executive team's narrative until it survives diligence-grade scrutiny.
2. Stress-test the data room. Sit through the diligence flow as if you were the buyer's commercial diligence lead. Identify weaknesses early enough to fix them. More on partner-sourced ARR for exit.
3. Open relationships with potential acquirers. Warm introductions to strategics that could become buyers, two to three quarters before the formal process. The NED's network is the differentiator here.
4. Manage the executive team's attention split. A sale process consumes 30 to 40 percent of senior management bandwidth. The NED helps the chair and CEO decide what gets paused and what does not.
5. Build the post-exit narrative. What do leadership and shareholders say about the business after the deal closes? The NED helps frame this, which protects reputational capital for everyone involved.

A NED who actively does these five things in the 12 months before a sale typically lifts exit valuation by a multiple of their lifetime fees.

A NED who actively works the exit prep typically lifts valuation by a multiple of their lifetime fees.

Worked example: chairing a dual-track exit at Apertio

The most valuable NED contribution at the 12-to-18-month exit-prep stage is operator pattern-matching from someone who has chaired an exit decision rather than reacted to one. My Apertio experience sits in exactly this territory.

In February 2005, I joined Apertio Ltd as Chief Product Operations Officer. The company was a Bristol-based mobile network software business with $600,000 in revenue and 30 UK staff. Over the four years that followed, the business scaled to over $30 million in revenue and 250 employees across the UK, Europe, the US and Asia. The Sunday Times named the executive team Best Management Team in its Tech Track 100 in 2006.

In 2007, I stepped into the Interim CEO role and joined the board. The decision in front of the board was the structure of the exit. Multiple paths were credible: a public listing, a strategic acquisition, or continued private ownership. I chaired the dual-track exit evaluation that ran the IPO preparation and the strategic acquisition process in parallel, advancing both until the board could choose with full information. The path the board chose delivered a $240 million sale to Nokia in 2009. Apertio's mobile network software became the core of Nokia's subscriber data management and network infrastructure offering.

In the 12 months before the deal closed, I led the work that survives diligence-grade scrutiny: a full IP audit, the patent and trade secret strategy that protected the technical moat, and the ISO 9001 compliance implementation that signalled operational maturity. Post-deal, I led the integration into Nokia and the transition of Apertio to a consultative software business inside a global PLC.

This is the operator-NED proposition Ortent brings to a scale-up board: lived experience of building a business worth a strategic acquirer's premium, chairing the exit decision rather than reacting to it, and managing the diligence-grade work that protects valuation in the months before a deal closes.

What investors say

// INVESTOR ENDORSEMENT

"Andrew's one of those rare breeds who really understands technology, but also has the listening and strategic skills [to] read customers and markets. Smart guy."

Mike Reid Founder & Senior Partner, Frog Capital LinkedIn recommendation →

What counsel say

// AI GOVERNANCE ENDORSEMENT

"Andrew approaches AI-related commercial, legal, and privacy risks with a deep understanding and the strategic insight of a board member. He excels at balancing the potential for revenue growth and competitive advantage with the necessary regulatory compliance and risk management, all while communicating these complexities with ease. This unique ability is rare in leaders, especially those focused on driving business growth."

Rachel Webber General Counsel & AI Governance and Privacy Specialist · AIGP, FIP, CIPP/US, CIPP/EU, CIPT, CIPM LinkedIn →

Board advisory and NED roles from Ortent

Andrew Wyatt brings over 35 years operating in enterprise software, telecoms and life sciences, including over 17 years of board experience across PE and VC-backed technology businesses: chairing the dual-track exit at Apertio that delivered the $240 million sale to Nokia (Interim CEO and Board Director, 2007 to 2009), seven years as Board Director of Lumeon Ltd and President of Lumeon Inc through to the Health Catalyst acquisition (2015 to 2022), Chairman of Etherbooks Ltd (2013 to 2015), and Board Advisor to Sapio Sciences under GHO Capital (2022 to 2026).

He is available for new Non-Executive Director, Board Advisor, and Chair roles in PE-backed B2B SaaS, life sciences and healthtech businesses. Ortent works with a small number of clients at any one time so that engagements get the presence they need.

Three engagement shapes.

1. Board advisor. No fiduciary duty, attends board meetings as appropriate, contributes to strategy and commercial decisions. Six to twelve month initial term, often converting to a NED appointment if the relationship works. Indicative fee: £15,000 to £30,000 per year plus expenses, sometimes equity-blended.
2. Non-executive director. Full board appointment with fiduciary duty, voting rights, and statutory responsibilities. Indicative fee: £30,000 to £60,000 per year cash, with modest equity for alignment, depending on stage and time commitment.
3. Chair. Where the right fit exists, full chair appointment with responsibility for board effectiveness, CEO support, and board succession. Fees roughly 2x to 2.5x NED level.

Engagements start with a 30-minute intro call to test fit and a board observer or advisor period before any NED appointment.

FAQs

What is a non-executive director?

A non-executive director (NED) is an independent member of a company's board who provides governance, challenge and network without operating responsibility for day-to-day management. NEDs hold fiduciary and statutory duties under company law, attend board meetings, and are accountable to shareholders alongside executive directors.

What does a NED actually do?

Three jobs: governance (ensuring sound decisions and risk management), challenge (pushing the executive team beyond comfortable assumptions), and network (opening doors to customers, partners, talent and acquirers). The third job is the one most founders underweight when hiring and the one that compounds the most value.

How much do NEDs get paid in the UK in 2026?

Indicative ranges for non-PLC scale-ups: pre-Series B startups £15,000 to £30,000 per year (often equity-blended); PE-backed scale-ups (£10m to £50m ARR) £30,000 to £60,000 per year; growth-stage businesses (£50m+ ARR) £50,000 to £75,000 per year. Chair fees run roughly 2x to 2.5x the NED rate. Life sciences and healthtech pay a 10 to 20 percent premium for sector-experienced operators.

What is the difference between a NED and a board advisor?

A NED is a full board member with fiduciary duties, voting rights, and statutory responsibilities under company law. A board advisor attends and contributes to board meetings without those legal duties or voting rights. Most growth-stage businesses should start with a six-to-twelve-month board advisor relationship before converting to a NED appointment.

When should a scale-up hire its first NED?

Post-Series B or shortly after a PE deal closes is the most common right answer. Earlier than that, founder-led boards usually move faster without independent directors. Later than that, the executive team has often hit decisions it cannot resolve internally and is paying for the absence of independent challenge.

How many board meetings does a NED attend per year?

A pattern that works for most PE-backed and growth-stage businesses: six full board meetings per year (often two days each, with a strategy day), four shorter quarterly committee meetings, plus inter-meeting calls and an annual strategy offsite. Total time commitment usually lands at 12 to 25 days per year depending on stage.

How is a NED in life sciences and healthtech different from a horizontal SaaS NED?

Four areas: regulatory posture (MHRA, FDA, NHS commissioning, ISO standards), partner ecosystem density (ISVs, system integrators, instrument vendors, CROs), patient safety boundaries (decisions that look commercial but are not), and buying centres (NHS, AHSN, NHSE, NICE, MHRA, payer organisations). NEDs without sector experience add drag at every governance discussion.

Can a NED also be a fractional CGO?

Not at the same company at the same time. A NED's independence is compromised by an operating role. After a fractional CGO engagement ends, conversion into a NED role is normal and common. More on the fractional CGO role.

What should I ask when interviewing a NED?

The single most important question is "in the first six months, which three customers, three partners, three investors and three acquirers would you make warm introductions to". A candidate who cannot answer with names is a governance hire, not a network hire. Other essential questions cover stage-relevant operator experience, exit experience, sector knowledge, and active portfolio load.

How does a NED add value in the 12 months before a PE exit?

Five contributions: sharpen the commercial story until it survives diligence-grade scrutiny, stress-test the data room as if from the buyer's side, open relationships with potential acquirers two to three quarters before the formal process, manage the executive team's attention split during the sale, and build the post-exit narrative. Done well, these contributions typically lift exit valuation by a multiple of the NED's lifetime fees.