A board search is the structured process of identifying, assessing and appointing new directors to a board. It usually starts with a skills gap rather than a vacancy: the board looks at what the company needs over the next few years, compares that with the experience around the table, and recruits to fill the difference. Most board director searches run through the nominating or governance committee, and they draw on a mix of personal networks, executive search firms and board-matching platforms.
Done well, a board search brings in independent directors who strengthen oversight, challenge management constructively and open doors the company could not open alone. This guide explains how board composition is planned, the difference between governing and advisory boards, the committee’s role, the step-by-step search process, the main ways to find board members, how director pay typically works, and how public, private and nonprofit board recruitment differ.
The best board searches begin with a clear view of what the board as a whole needs, not with a list of impressive names. The standard tool for this is a board skills matrix: a grid that lists the competencies the board needs down one side and the current directors across the top, showing where expertise is strong and where it is thin.
A typical skills matrix covers:
Industry and sector experience relevant to the company’s markets.
Functional expertise such as finance and audit, technology and cybersecurity, risk, legal and regulatory, marketing, HR and compensation, and M&A.
Leadership experience, for example having served as a CEO, CFO or division president.
Geographic and market knowledge for companies expanding internationally.
Governance experience, including prior board and committee service.
Diversity of background and perspective, which many boards treat as a deliberate part of composition planning.
The matrix should also note when current directors’ terms expire and who is likely to step down, so the board can plan searches ahead of departures rather than reacting to them. Linking composition to strategy is the key: if the company plans to expand into new regions or digitise its operations, the board needs directors who have done that before.
Independent, Executive And Advisory Boards
Not every “board” is the same, and the type of board shapes how you recruit.
Board Type
Legal Authority
Typical Members
What They Do
Board of directors (governing board)
Formal legal and fiduciary duties to the company and its shareholders
Oversees strategy, appoints and supervises the CEO, approves major decisions, oversees risk and audit
Advisory board
No formal governing authority; advice only
Industry experts, operators, technical specialists
Offers expertise, introductions and feedback to management
Nonprofit board
Fiduciary duties to the organisation and its mission
Volunteers with professional, community or fundraising strengths
Governs the organisation, oversees the executive director, often supports fundraising
Independent Directors
An independent director (often called a non-executive director outside the US) has no material relationship with the company beyond board service: they are not an employee, a major supplier, or closely tied to management. Independent directors bring objectivity, which matters most for oversight of the CEO, audit and executive pay. Public companies are generally required by stock exchange listing rules to have a majority of independent directors, while many private and investor-backed companies add independent directors voluntarily to strengthen governance. An independent director search is therefore one of the most common types of board search.
Advisory Boards
Advisory boards are lighter-weight and easier to recruit for, because advisers take on no fiduciary liability. They are a good option for startups and smaller firms that want expertise without changing their governance structure. Many companies use an advisory board as a stepping stone, inviting strong advisers to join the formal board later.
The Role Of The Nominating And Governance Committee
On most established boards, the nominating and governance committee (sometimes called the nominations committee) owns director recruitment. In public companies this committee is typically made up of independent directors. Its responsibilities usually include:
Maintaining the skills matrix and the board’s succession plan for directors.
Defining the profile for each new seat.
Selecting and managing any search firm.
Interviewing and assessing candidates, and checking independence and conflicts of interest.
Recommending nominees to the full board (and, for public companies, to shareholders for election).
Overseeing director onboarding and regular board evaluations.
Smaller private companies may not have a formal committee. In that case the chair, a lead investor or a small group of directors usually takes on the same tasks. The principle is the same: recruitment should be deliberate and owned, not left to whoever happens to know someone suitable.
Director recruitment is closely linked to CEO succession, since the board’s most important job is choosing the chief executive. Our guide to CEO succession planning covers how boards prepare for that decision.
The Board Search Process, Step By Step
A board director search follows a similar structure to an executive search, but with a stronger emphasis on governance fit, independence and how a candidate will work within a group of peers. Our guide to the executive search process covers the executive version in detail.
Define the need. Use the skills matrix to agree what the new director must bring: for example, audit committee experience, sector knowledge, or experience scaling a company internationally.
Write the board profile. Include required experience, desired attributes, expected time commitment, committee roles, independence requirements and compensation.
Choose the sourcing approach. Decide whether to rely on networks, appoint a search firm, use a board-matching platform, or combine them.
Build a long list. Map potential candidates from relevant industries, functions and backgrounds, deliberately looking beyond the directors’ own immediate circles.
Screen and shortlist. Assess candidates against the profile, check availability (many experienced directors limit the number of boards they sit on), and confirm there are no conflicts of interest.
Interview. Candidates typically meet the chair, members of the nominating committee, other directors and the CEO. Board interviews focus on judgment, independence of mind and how the person contributes in a group setting.
Run due diligence. Take thorough references, including from other boards the candidate has served on, and complete background and conflict checks. Structured executive assessment methods can add rigour, particularly for chair or committee chair roles.
Appoint or nominate. The board approves the appointment; in public companies the nominee is typically put forward for election by shareholders.
Onboard. A structured induction helps the new director contribute quickly (see below).
Board searches often take several months from defining the need to appointment, and longer if the profile is very specialised or timed to an annual meeting cycle.
How To Find Board Members: Search Firms, Networks And Platforms
There are three main ways to find board members, and many boards use more than one.
Route
Strengths
Limitations
Best For
Personal and professional networks
Fast, low cost, built-in trust
Narrow candidate pool; risk of appointing friends rather than the best fit; weaker independence
Early-stage companies, advisory boards, some nonprofit boards
Public company boards, chair roles, larger private and investor-backed companies
Board-matching platforms and director networks
Access to a large pool of candidates actively seeking board roles; lower cost than search
Quality varies; candidates are self-selected; the company does more of the screening
Private companies, startups, nonprofits and first-time independent director appointments
Executive Search Firms
Many retained executive search firms run dedicated board practices. They maintain relationships with sitting and former directors, can approach busy candidates discreetly, and bring structure to assessment and referencing. Board searches are commonly priced as a fixed fee rather than a percentage of first-year pay, because director compensation is modest compared with executive pay. Our guide to executive search fees explains how retained firms typically charge, and our list of the best executive search firms and consultants can help you build a shortlist.
Networks And Platforms
Networks remain the most common source of directors, especially for smaller companies, but relying on them alone tends to produce boards that look and think alike. Board-matching platforms and director associations widen the pool, particularly for first-time directors with strong executive experience. Whatever the route, apply the same profile, interview standards and due diligence to every candidate.
Board Compensation Norms
Director pay varies enormously by company type, size and sector, so treat the following as broad patterns rather than benchmarks:
Large public companies typically pay independent directors an annual package combining a cash retainer and equity (often restricted stock), with additional fees for chairing committees or serving as board chair or lead director. Total packages at the largest companies commonly reach the low-to-mid six figures.
Smaller public companies usually pay less, often with a higher proportion in equity.
Private and investor-backed companies vary the most. Some pay a cash retainer, many offer equity or options, and investor representatives are often unpaid by the company because they serve on behalf of their fund.
Startup advisory boards are frequently compensated with a small equity grant rather than cash.
Nonprofit boards are typically unpaid volunteer roles, and many nonprofits expect directors to give or help raise funds.
Directors should also expect directors and officers (D&O) liability insurance, which protects them against certain personal claims arising from board service. For specific numbers, boards usually rely on peer-group benchmarking, often with input from a compensation consultant or search firm.
Nonprofit Vs Private Vs Public Company Boards
Public Company Boards
Public company boards face the most formal requirements: independence rules, mandatory committees (audit, compensation and nominating or governance), shareholder elections and public disclosure of director backgrounds and pay. Searches are typically run through a search firm and planned well ahead of the annual meeting.
Private And Investor-Backed Company Boards
Private boards are smaller and more flexible. Investors often hold seats under shareholder agreements, and independent directors are usually added to bring specific expertise (for example a seasoned CFO to chair the audit committee ahead of a sale or IPO). Speed and fit with the founders and investors matter as much as formal credentials.
Nonprofit Boards
Nonprofit boards are often larger, mission-driven and volunteer-based. Recruitment emphasises commitment to the cause, relevant professional skills (finance, law, fundraising, community connections) and time availability. Dr. Rajendra Bhayani, who has served on the boards of more than 20 community and philanthropic organisations, describes what makes volunteer boards work:
I value a culture of participation and accountability. People should feel that their contribution matters, but they should also understand what they have agreed to do.
Dr. Rajendra Bhayani, Vice Chairman, AAPI Charitable Foundation, in a ReVerb Leader Spotlight interview
That last point is worth building into every nonprofit board search: set out the expected time commitment, committee work and any giving or fundraising expectations in writing before a candidate accepts.
Onboarding New Directors
Even highly experienced directors need a structured induction to contribute quickly. A good onboarding program typically includes:
Governance documents: articles, bylaws, committee charters, board policies, recent minutes and the latest board evaluation.
Business briefings: strategy, financials, key risks, major customers and the competitive landscape.
Meetings with management: sessions with the CEO, CFO and other senior leaders, and site visits where relevant.
A board buddy or mentor: an experienced director who explains how the board actually works.
Committee orientation: specific briefings for the committees the new director will join.
Early check-ins: a conversation with the chair after the first few meetings to address questions and set expectations.
Board culture matters as much as process. Michael Griffin, who serves as both CEO and Chairman of the Board at National Business Center, puts it simply:
Culture is not about slogans. It is about consistency in behavior.
Michael Griffin, CEO and Chairman of the Board, National Business Center, Inc., in a ReVerb Leader Spotlight interview
Start with a skills matrix to define what the board needs, then source candidates through professional networks, executive search firms with board practices, and board-matching platforms. Assess every candidate against the same profile and take thorough references.
What does a board search firm do?
A board search firm defines the director profile with the board, identifies and approaches candidates (including sitting directors who are not actively looking), assesses them, manages references and supports the board through appointment.
How long does a board director search take?
Most board searches take several months from defining the need to appointment. Highly specialised profiles, or appointments timed to an annual shareholder meeting, can take longer.
What is an independent director?
An independent director has no material relationship with the company beyond board service. They are not employees, major suppliers or closely tied to management, which allows them to oversee the CEO and management objectively.
Are board members paid?
Public company directors are typically paid a combination of cash and equity. Private company practice varies widely, startup advisers are often paid in equity, and nonprofit board members are usually unpaid volunteers.
What is the difference between a board of directors and an advisory board?
A board of directors has legal authority and fiduciary duties, including appointing and overseeing the CEO. An advisory board has no governing authority and offers advice, expertise and introductions to management.
Who is responsible for board recruitment?
Usually the nominating and governance committee, working with the board chair. In smaller companies without a formal committee, the chair or a lead investor typically runs the process.
Conclusion
A strong board search starts with strategy and a skills matrix, runs through a nominating committee that owns the process, and draws candidates from more than one source. Define the seat clearly, assess candidates for judgment and independence as well as credentials, be transparent about time commitment and compensation, and invest in onboarding so new directors contribute from their first meeting.
To go deeper on related topics, explore the Executive Search Hub, which brings together guides on every stage of executive and board recruitment.
