Project Based Non Executive Director

Project-Based Non-Executive Director

A project-based non-executive director is a NED appointed for a defined governance purpose and a specified duration — rather than on an open-ended board membership basis. The appointment scope is agreed at the outset: the specific governance objective the NED is there to support, the timeframe, the meeting cadence and the point at which the mandate will be reviewed or concluded. NED Capital places project-based non-executive directors for businesses at all stages — from early-growth companies making their first governance appointment to established businesses needing specialist NED support through a specific corporate event.

Adrian Lawrence FCA, founder of NED Capital and Fellow of the ICAEW, leads every project-based NED search personally. We advise clients on whether a project-based appointment is the right structure, help define the scope and duration, and source candidates whose specific experience matches the governance challenge being addressed.

Call 0203 137 2496 or email recruitment@nedcapital.co.uk to discuss a project-based NED appointment.

What Is a Project-Based Non-Executive Director?

A project-based NED is a non-executive director whose appointment is structured around a specific governance objective rather than ongoing board membership. They hold the same legal status and owe the same directors’ duties under the Companies Act 2006 as any other NED. The distinction is in the appointment framework — the mandate has a defined scope, a defined duration or review point and a clear governance outcome the appointment is intended to support.

Project-based NED appointments are sometimes described as fractional NED roles (reflecting a part-time or reduced time commitment), interim NED roles (in contexts where the NED is covering a temporary gap) or outsourced non-executive director arrangements. While these terms are used interchangeably in the market, NED Capital uses “project-based” to describe appointments where the scope is explicitly tied to a specific governance project or business event rather than to ongoing board composition.

The project-based model is particularly well-suited to businesses that need specialist governance expertise for a finite period — the complexity of a fundraise, a transaction or a governance upgrade — without committing to the ongoing cost and board composition implications of a permanent NED appointment. It is also the appropriate model for businesses at too early a stage for a full board structure but that need independent governance oversight for a specific purpose.

When to Appoint a Project-Based NED

PE raise or institutional investment. Investors frequently require or strongly recommend NED governance support during and immediately after a funding round. A project-based NED with direct PE or institutional investment governance experience can be appointed ahead of the investment, support the governance transition during the process and then either continue on a permanent basis or conclude the mandate once the board structure is established. The defined-term model allows the business to assess the NED’s fit before committing to a permanent appointment.

IPO and listing preparation. Businesses preparing for an AIM or main market listing need to establish board governance that satisfies QCA or FRC Code requirements before the listing date. A project-based non-executive director with listed company governance experience can support the governance preparation phase — advising on board composition, committee structure, governance code compliance and board effectiveness — before taking on a permanent NED role post-listing or concluding the mandate once the governance infrastructure is in place.

M&A and transaction governance. Acquisitions, disposals and major transactions create governance demands that can exceed the capacity of an existing board. A project-based NED with M&A governance experience — who has navigated due diligence, completion mechanics and post-acquisition integration governance as a board director — can provide focused governance support through the transaction lifecycle without the ongoing board composition implications of a permanent appointment.

Restructuring and turnaround. Businesses undergoing significant restructuring or navigating financial difficulty require governance capability that most boards do not have in-house. A project-based NED with restructuring or insolvency governance experience provides the board with the independent challenge and credibility that restructuring situations demand. These mandates are typically defined by the restructuring timeline rather than a calendar period.

Startup and early-stage governance. Founder-led businesses at an early stage often need independent governance support before they are ready for — or can justify the cost of — a permanent NED. A project-based non-executive director provides governance structure, investor credibility and strategic challenge for an early-growth business at a cost and commitment level appropriate to the stage. Many project-based NED arrangements for early-stage businesses evolve into permanent NED appointments as the business matures.

Governance upgrade and compliance. Businesses responding to a governance review, a regulatory requirement or a covenant in a lending agreement may need specialist NED governance support for a defined period to implement the required changes. A project-based appointment scoped around the specific governance upgrade programme is a more efficient structure than an open-ended NED appointment for this purpose.

Project-Based NEDs for Startups and SMEs

The project-based NED model is particularly valuable for startups and SMEs that need board-level governance but are not yet ready for the full commitment and cost of a permanent independent NED. An early-growth business with a three-person founding team, no formal board structure and an imminent Series A fundraise is a typical project-based NED client — they need governance credibility for the investor due diligence process and someone who can advise on the governance implications of the investment, but a permanent NED appointment with an open-ended mandate may be premature.

For businesses at this stage, the project-based appointment typically covers: establishing the basic board governance framework (meeting cadence, board pack format, committee structure if required); supporting the investor relationship through the fundraise; and advising on the governance changes the investment will require. The mandate is scoped to the fundraise timeline — typically three to six months — with a clear review point at which the board and the NED assess whether to continue on a permanent or extended basis.

NED Capital sources project-based NED candidates for startup and SME mandates from our network of experienced directors who have governed businesses at comparable stages — not from a general NED database. The most valuable project-based NED for an early-growth technology business is typically someone who has served on the board of at least two other businesses at a similar stage, understands the venture governance environment and is comfortable with the informality and pace of an early-stage board.

Defining the Scope of a Project-Based NED Appointment

The quality of a project-based NED appointment depends heavily on the clarity of the scope agreed at the outset. A poorly scoped project mandate — where the governance objective is vague or the duration is undefined — produces a NED who is uncertain about their role and a board that is uncertain about what to expect. We advise clients on scope definition as a standard part of the brief process for project-based mandates.

A well-scoped project-based NED appointment should define: the specific governance objective the NED is there to support; the expected duration or review points; the meeting cadence and time commitment; whether the NED will have a formal directorship or an advisory board role; the fee structure (monthly retainer or per-meeting fee, as appropriate); and the conditions under which the mandate can be extended, converted to a permanent appointment or concluded.

Our Process for Project-Based NED Appointments

Scope and brief. We begin by agreeing the governance objective, duration and mandate structure — advising on whether a formal directorship or an advisory arrangement is more appropriate for the specific objective. This scoping conversation is particularly important for project-based mandates because the candidate profile differs significantly depending on whether the appointment is a directorship or an advisory role.

Candidate sourcing. We identify project-based NED candidates from our active network, with specific focus on experience relevant to the governance challenge being addressed — M&A, PE, IPO, startup phase or restructuring as applicable. We do not present generic experienced NEDs for project mandates; the candidate’s specific experience of the governance context the appointment is designed to address is the primary assessment criterion.

Assessment and shortlist. We interview candidates against the brief with particular attention to their direct experience of comparable project governance mandates. Shortlists for project-based mandates are typically delivered within two weeks of brief agreement — often faster than standard NED searches given the defined scope narrows the candidate pool.

Appointment and scope documentation. We assist with drafting the appointment letter and scope documentation to ensure the mandate boundaries are clearly defined from the outset. A well-documented project-based NED mandate protects both the client and the NED and sets the right expectations for the governance relationship.

Project-Based NED Fees

Project-based NED fees are typically structured as a monthly retainer or a per-meeting fee rather than the annual fee model used for permanent NED appointments. Current market rates: early-growth businesses £1,500–£4,000 per month depending on time commitment; PE-backed and transaction-phase mandates £3,000–£8,000 per month reflecting greater intensity and specialist expertise requirements. Our search fee for project-based mandates is a flat fee or percentage of the total mandate value rather than a percentage of annual NED fee — agreed before mandate acceptance.