What makes a board member independent?

It depends on the rules that apply to you. Listed companies follow exchange and governance-code definitions; private companies often set their own, sometimes in shareholder agreements. Decide your definition with your advisers before the search. SeatBorne does not determine whether anyone is independent.

Where do private companies find independent directors?

Through investor and adviser introductions, director associations, search firms and platforms where candidates have chosen to be visible. Briefing every channel with the same evidence-based brief keeps the field comparable.

How long does it take to find an independent director?

It varies with the seat, the market and how quickly the board agrees the brief. We do not publish typical timelines.

Do we need a search firm?

Not always. Firms can add reach and coordination; some companies run the process themselves with a clear brief, consistent interviews and careful references.

What diligence should we do before appointing?

Confirm experience against evidence, check relationships with the company, its owners and management, review potential conflicts and other commitments, take references with consent, and follow the appointment process in your company documents.

For companies

How to Find Independent Board Members for a Private Company

To find independent board members for a private company, first define the specific gap the seat must fill, decide whether you need a director or an advisor, and write a short brief. Agree what “independent” means for your company and its advisers, look beyond your immediate network, check relationships and conflicts, assess candidates against evidence in the brief, and approach people only with their consent. The search is easier when the board agrees the brief before anyone is contacted.

By SeatBorne · Published October 17, 2026

1. Define the gap

Use a board skills matrix to compare what the next few years of strategy require with what the current board brings. Confirm unknowns with directors before treating them as gaps.

2. Choose the seat

Decide whether the need is for a fiduciary director with formal duties or an advisory board member. The choice shapes who you approach and what you ask of them.

3. Write the brief and agree it

Capture the business need, two or three must-have pieces of evidence, time expectations, geography, a compensation approach for discussion and potential conflicts to review. Agree the brief with the chair and key shareholders before the search starts.

4. Widen the field

Personal networks are a reasonable start but tend to produce candidates with similar backgrounds.
Ask advisers, investors and existing directors for introductions against the brief, not just names they know.
Consider platforms and search firms, including those where candidates have chosen to be visible for board roles.
Look for evidence of the specific experience you need, including from people who have not held a board seat before.

5. Assess evidence, not impressions

Compare candidates against the brief using consistent interview questions, and record what is evidenced and what remains an open question. Arrange references only with the candidate’s agreement.

6. Approach with consent and close carefully

Contact candidates in a way that respects their privacy and lets them decline easily. Before an appointment, the company and its advisers should confirm terms, conflicts and any independence requirements, and follow the process set out in the company’s documents.

Agree what “independent” means for you

There is no single definition for private companies. Common considerations include recent employment by the company, material business or family relationships with owners or management, significant shareholdings and compensation beyond board fees. Write the definition into the brief so every candidate is assessed the same way, and confirm it with your advisers.

Diligence checklist

Relationships with the company, its shareholders, lenders, customers and management.
Other board seats and time commitments.
Potential conflicts of interest and how they would be managed.
Evidence for each must-have in the brief.
References, arranged with the candidate’s agreement.
Terms, insurance and the formal appointment steps required by your company documents.

SeatBorne shows company teams only candidates who have opted in, published their profile and passed staff review. Contact details are shared only after the candidate accepts an introduction. SeatBorne does not guarantee placement or decide appointments.

Frequently asked questions

What makes a board member independent?: It depends on the rules that apply to you. Listed companies follow exchange and governance-code definitions; private companies often set their own, sometimes in shareholder agreements. Decide your definition with your advisers before the search. SeatBorne does not determine whether anyone is independent.
Where do private companies find independent directors?: Through investor and adviser introductions, director associations, search firms and platforms where candidates have chosen to be visible. Briefing every channel with the same evidence-based brief keeps the field comparable.
How long does it take to find an independent director?: It varies with the seat, the market and how quickly the board agrees the brief. We do not publish typical timelines.
Do we need a search firm?: Not always. Firms can add reach and coordination; some companies run the process themselves with a clear brief, consistent interviews and careful references.
What diligence should we do before appointing?: Confirm experience against evidence, check relationships with the company, its owners and management, review potential conflicts and other commitments, take references with consent, and follow the appointment process in your company documents.

Sources and further reading

External sources are for background; SeatBorne is not affiliated with them.

General information, not legal, tax or employment advice. Examples use fictional companies and people. Requirements for directors vary by jurisdiction and company documents.