Non Executive FD

Non-Executive FD Recruitment

FD Capital recruits Non-Executive Finance Directors, Audit Committee Chairs, and Finance NEDs for UK boards — across PE-backed businesses, AIM-listed and Main Market companies, family offices, charities, founder-led growth businesses, and Trust-owned employers. Adrian Lawrence FCA, founder of FD Capital and a Fellow of the ICAEW, oversees every Non-Executive FD mandate personally. Our network includes experienced Finance Directors and CFOs who have transitioned into non-executive portfolios — audit committee chairs with current or recent executive experience, and senior finance professionals whose careers have progressed through Big 4 audit partner roles, listed company CFO positions, or PE portfolio CFO mandates.

A Non-Executive FD is fundamentally different from a general Non-Executive Director. Where a general NED brings broad commercial, sector, or strategic experience to the board, a Non-Executive FD brings specific financial governance capability — chairing or sitting on the audit committee, oversight of the external audit relationship, going concern and viability assessment, review of material accounting judgements, banking covenant governance, and the financial dimensions of board decision-making. For AIM-listed businesses, PE portfolio companies, and growth-stage businesses preparing for fundraise, exit, or IPO, the financial credibility of the Non-Executive FD on the board is often a meaningful factor in investor and lender confidence.

Call 020 3287 9501 or email recruitment@fdcapital.co.uk. Shortlists typically delivered within seven to ten working days.

“FD Capital placed our Audit Committee Chair within four weeks. The candidate Adrian introduced had directly relevant AIM-listed experience and brought immediate credibility to our interaction with the external auditors and our Nomad. A sharper outcome than our previous NED search with a larger firm.”

— CEO, AIM-listed growth business

What a Non-Executive FD Brings to the Board

The Non-Executive FD role is distinct from both the Chief Financial Officer (an executive role running the finance function) and the general Non-Executive Director (a board role bringing broad commercial or sector perspective). The Non-Executive FD combines independence with specific financial governance authority. A well-chosen Non-Executive FD will materially improve the quality of board discussions, the robustness of the audit committee, and the financial credibility of the business with lenders, investors, and external advisors.

Audit Committee chairmanship and oversight

The Audit Committee is the most consequential sub-committee on most boards. It oversees the relationship with the external auditor, reviews the business’s financial statements before board sign-off, assesses the going concern and viability statements, considers the appropriateness of material accounting judgements, and reviews the adequacy of the internal controls framework. For AIM-listed businesses, the QCA Corporate Governance Code sets the relevant expectations; for Main Market businesses, the UK Corporate Governance Code applies. An effective Audit Committee Chair needs current financial literacy and the authority to challenge both the CFO and the external auditor where necessary.

Going concern, viability, and material judgement review

The Non-Executive FD brings specific expertise to the review of going concern assessments, viability statements, and material accounting judgements — the areas where the board most needs independent financial challenge. A founder-CEO and executive CFO working together can develop consensus views on sensitive accounting areas (revenue recognition, asset impairment, provisioning, inventory valuation) that benefit significantly from independent challenge. The Non-Executive FD is structurally positioned to provide that challenge constructively.

Banking, covenant, and financial stakeholder governance

For businesses with meaningful debt facilities — PE-backed portfolio companies, asset-based lending users, invoice finance users, and businesses with committed bank facilities — the Non-Executive FD provides board-level oversight of the banking relationship, covenant headroom monitoring, and the financial communication with lenders. In distressed situations this becomes particularly important; in stable situations it provides routine rigour to a relationship that might otherwise receive insufficient board attention.

Financial due diligence support for transactions

When the business undertakes material acquisitions, disposals, fundraises, or refinancing, the Non-Executive FD brings independent financial judgement to the transaction evaluation and the engagement with due diligence providers, lead advisors, and investing counterparties. PE-backed businesses with Non-Executive FDs in place typically experience smoother engagement with lead sponsors and portfolio-level finance committees.

CFO coaching, mentoring, and succession

One of the most practically valuable but least formally described aspects of the Non-Executive FD role is the mentoring relationship with the executive CFO. A first-time CFO, or a CFO stepping up from Financial Controller, often benefits materially from a Non-Executive FD who can provide private counsel on technical questions, career development, and the management of complex board and investor dynamics. This relationship works best when the Non-Executive FD has held CFO positions of comparable or greater complexity.

Pre-IPO and pre-fundraise board governance

Businesses preparing for IPO, significant fundraising, or founder exit routinely appoint a Non-Executive FD as part of strengthening board governance ahead of the process. Investors, Nomads, sponsoring banks, and potential acquirers look favourably on boards that include independent financial expertise. See also our IPO and flotation CFO recruitment service for the executive side of this preparation.

Non-Executive FD Roles by Business Type

The specific responsibilities and expectations of a Non-Executive FD vary significantly by the business’s ownership structure, listing status, and growth stage. FD Capital’s network covers candidates with the specific experience required for each context.

PE-backed portfolio companies

Private equity-backed businesses typically appoint a Non-Executive FD as part of the board structure either at investment or during the hold period. The role focuses on covenant governance, value creation plan tracking, portfolio-level reporting standards, and providing the sponsor with board-level financial assurance. PE-experienced Non-Executive FDs understand the specific dynamics of sponsor/management relationships and the expectations of portfolio-level finance committees. See our private equity experienced NED service for the broader PE-NED market.

AIM-listed companies

AIM-listed businesses operate under the London Stock Exchange’s AIM Rules and typically apply the QCA Corporate Governance Code. The Audit Committee Chair is a particularly consequential role given the interaction with the Nomad, the external auditor, and the investor community. Candidates with current or recent AIM experience are specifically valuable — the mechanics of interim results, AGM cycle, regulatory announcements, and investor engagement require familiarity that candidates from private-company backgrounds develop over time rather than arrive with.

Main Market listed companies

Main Market listed businesses apply the UK Corporate Governance Code and operate under more extensive disclosure requirements. Audit Committee Chair roles at Main Market companies typically require candidates with Big 4 audit partner backgrounds or prior CFO experience at a listed company of comparable scale. Terms of reference for audit committees at Main Market companies follow the FRC’s guidance on audit committees and standards for the external auditor.

Founder-led growth businesses

Founder-led businesses appointing their first external Non-Executive FD are usually at a specific inflection point — approaching an external fundraise, considering a minority sale, professionalising the board, or preparing for founder succession. The Non-Executive FD in this context combines financial governance with significant mentoring and challenge to the founder. Candidate fit matters more than in institutional board situations; FD Capital focuses specifically on founder-NED chemistry during the shortlist assessment.

Family offices and Trust-owned businesses

Family offices and Trust-owned businesses typically appoint Non-Executive FDs for longer tenures than institutional investors, and the role often extends into broader governance and family dynamics. Discretion, long-term relationship stability, and comfort with complex ownership structures are the key attributes. Candidates with prior family office or Trust experience are a specific and relatively scarce sub-population in our network.

Charity and not-for-profit boards

Charity boards with significant income (typically £5m+) and particularly those with complex earned-income models often benefit from a Treasurer or Finance Trustee with professional finance experience. The role blends financial governance with the specific regulatory framework of charity finance under the Charity Commission, including the Charities SORP reporting framework. See also our Not-for-Profit and Charity Finance Directors service.

Early-stage and venture-backed businesses

Early-stage and VC-backed businesses benefit from a Non-Executive FD earlier in their lifecycle than many founders recognise. The financial governance, fundraise preparation, and board reporting support of a part-time Non-Executive FD is often more valuable at Series A or B than a full-time CFO — and typically costs 20-30% of an executive equivalent. FD Capital’s Non-Executive FD network includes candidates who specifically specialise in venture-stage businesses.

What to Look for in a Non-Executive FD

Current or recent executive FD/CFO experience. A Non-Executive FD whose last executive role ended more than 5-7 years ago risks financial literacy degradation — accounting standards, regulatory expectations, and technology platforms all move. FD Capital prioritises candidates with recent or current executive roles, or those actively maintaining technical currency through portfolio NED work across multiple businesses.

ICAEW, ACCA, or CIMA qualification. Professional qualification is effectively mandatory for Audit Committee Chair roles at listed and larger private companies. The FRC’s expectations of recent and relevant financial experience are specific. Our network is weighted toward ICAEW-qualified candidates; ACCA and CIMA candidates are also well-represented, with CIMA particularly strong for businesses where management accounting experience is most relevant.

Sector-relevant experience. For regulated sectors (financial services, insurance, healthcare, education), the Non-Executive FD ideally has prior sector experience. For commercial businesses, a broader sector background can be an advantage — bringing perspective from outside the business’s native sector. FD Capital advises on the right balance at briefing.

Board experience and meeting discipline. Prior NED experience, or prior exposure to board dynamics as an executive, is a meaningful differentiator. First-time NEDs often underestimate the rhythm and preparation required; experienced NEDs know how to prepare efficiently, challenge constructively, and distinguish the board’s role from management’s.

Portfolio manageability. Most Non-Executive FDs hold between two and five portfolio roles. Candidates with existing portfolios at the upper end of this range have less capacity for new mandates; candidates who are building a portfolio from a recently-ended executive role may have significant early availability. We discuss portfolio status candidly at briefing.

Independence and tenure considerations. For AIM and Main Market companies, independence assessment matters — relationships with management, prior commercial dealings with the business, and existing board positions at competing businesses are all considerations. FD Capital flags potential independence issues early in the process.

Non-Executive FD: Fees and Engagement Terms

Current UK market ranges for Non-Executive FD fees in 2026. Fees vary significantly by business size, listing status, time commitment, and specific role (Audit Committee Chair typically commands a premium over general Non-Executive FD):

Appointments are typically three-year terms with the option of a further three-year renewal, subject to independence considerations for listed companies. Total tenure is usually capped at nine years under the UK Corporate Governance Code, with shorter expectations applying in some contexts.

How FD Capital Recruits Non-Executive FDs

Non-Executive FD recruitment is relationship-driven and relatively discreet. Our process reflects both. Briefing call within 24 hours of enquiry, typically with Adrian Lawrence personally for Audit Committee Chair mandates. Written role specification by day two, covering the business context, the specific expertise sought, any independence considerations, and the expected tenure and fee structure. Discreet search through days two to eight, drawing from our active Non-Executive FD network and targeted outreach to candidates with the specific profile. Shortlist presentation at day seven to ten — typically three to five vetted candidates, each with our written assessment of their portfolio fit, sector relevance, independence status, and likely chemistry with the existing board. Interviews over the following two to three weeks, including chemistry sessions with the Chair and CEO. Appointment typically completing within 28 to 42 days of initial briefing.

Every Non-Executive FD mandate is overseen by Adrian personally. For Audit Committee Chair roles at listed companies, Adrian typically attends the briefing call and the initial candidate meetings himself.

Frequently Asked Questions

What is the difference between a Non-Executive FD and a Non-Executive Director?

A Non-Executive Director is a general board role that can be filled by candidates with a range of executive backgrounds — commercial, operational, sector specialist, legal, or financial. A Non-Executive FD is specifically a NED whose primary contribution is financial governance — chairing or sitting on the audit committee, overseeing financial reporting, and supporting the CFO. For the broader Non-Executive Director market including sector NEDs and Chair roles, see our NED recruitment service.

How is this role different from hiring a Fractional CFO?

A Fractional CFO is an executive role — the candidate runs (or co-runs) the finance function on a part-time basis. A Non-Executive FD is a board role — independent, part-time, focused on governance rather than execution. A business can have both; in fact, many do. See our Fractional CFO service for the executive equivalent.

How many Non-Executive FD positions do candidates typically hold?

Most active portfolio Non-Executive FDs hold between two and five positions. Five is typically the practical upper bound given the board preparation, committee work, and ad hoc engagement each position involves. Candidates at the lower end of the range are often building portfolios from recent executive roles; candidates at the upper end may have limited availability for new mandates.

Should an Audit Committee Chair be an ex-auditor?

Not necessarily. A significant proportion of Audit Committee Chairs at AIM and Main Market businesses come from executive FD or CFO backgrounds rather than from audit partner backgrounds. Both routes produce effective Audit Committee Chairs; the audit partner background brings specific expertise in audit methodology and independence, while the executive CFO background brings deeper operational finance experience and commercial judgement.

Can a recently retired CFO be a Non-Executive FD?

Yes, and this is one of the most common routes into the role. A recently retired CFO brings current market perspective, technical literacy, and strong network contacts. The key assessment is whether the candidate has actively planned the transition to non-executive work — the first six months of a portfolio career are meaningfully different from executive life, and candidates who have thought this through adapt more successfully.

What fees can we expect to pay?

Fees range widely depending on business size, complexity, and the specific role (see the fee table above). A founder-led SME Non-Executive FD role typically costs £30,000-50,000 per annum; an AIM-listed Audit Committee Chair £40,000-65,000; a mid-market PE-backed portfolio Non-Executive FD £40,000-70,000. Fees are typically paid quarterly in arrears, with specific arrangements for any work significantly above the standard time commitment.

How do independence rules work?

For listed companies, the UK Corporate Governance Code and QCA Code set out specific independence criteria — prior employment, significant shareholding, material commercial relationships, and existing board positions at competing businesses are all considerations. FD Capital conducts independence screening on every candidate presented and flags any potential issues at shortlist stage so the board can make informed decisions.

Related NED and Board Services

Businesses considering a Non-Executive FD appointment may also be interested in: NED Recruitment | Private Equity Experienced NED | Turnaround & Restructuring NED | What Is a Non-Executive Director? | Interim vs Permanent NED Appointments | What Makes a Great PE NED | Executive to NED Transition | IPO & Flotation CFO Recruitment | CFO Executive Search | Hire an FD or CFO