NED

The cost of a NED

Most consulting websites are coy about money. I'd rather you have an accurate picture of what a NED appointment actually costs before the first call, so we both know whether the conversation is worth having. Here are the real numbers, the trade-offs, and what's included.

Last updated: 10 May 2026. UK figures, GBP.

The market context

UK NED fees vary widely by company size, sector, listing status, and the seniority and specialism of the NED. The Institute of Directors and the major search firms publish annual surveys that broadly bracket the market like this:

  • Small private company / start-up: £15,000 to £30,000 per annum. Often topped up with a small equity stake in lieu of cash for cash-strapped early-stage companies.
  • SME (£10m – £100m turnover): £25,000 to £50,000 per annum.
  • Mid-market regulated business: £40,000 to £80,000 per annum.
  • FTSE 250 / large mid-market: £55,000 to £90,000 per annum, plus committee chair uplifts.
  • FTSE 100: £75,000 to £120,000+ per annum, with substantially more for chair / SID roles.

Specialist NEDs — cyber, AI, regulatory, technical — typically sit at the top end of these ranges or carry a 30-50% premium for the same time commitment, reflecting the scarcity of the expertise and the depth of pre-reading the role demands.

My fee structure

I keep this straightforward. There are two pricing dimensions: the size and complexity of the company, and the time commitment the role demands.

Standard NED appointments

  • Small / early-stage private company: from £24,000 per annum for ~1 day per month plus board meetings and incident-response on-call.
  • SME / scale-up: from £42,000 per annum for ~2 days per month plus one committee role.
  • Mid-market or regulated business: from £60,000 per annum for ~3 days per month plus two committee roles.
  • Listed / large mid-market: by negotiation. The work is bigger and the diligence on both sides is heavier.

Committee chair roles attract an uplift of typically £8,000 – £15,000 per annum on top of the base NED fee.

What's included

  • All board meetings and committee meetings within the agreed cadence.
  • Pre-reading and preparation time.
  • Standing one-to-ones with the CEO, CISO, and other relevant executives.
  • Email and Signal availability between meetings for ad-hoc questions.
  • Up to 5 days per year of incident-response on-call, including out-of-hours.
  • Reasonable travel time within the UK (out-of-pocket travel costs reimbursed at HMRC rates).
  • Annual board-effectiveness review participation.

What's extra

  • Major incidents that exceed the 5-day on-call envelope — billed at the day rate below.
  • M&A diligence, fundraising support, regulator-engagement projects — billed separately as advisory work, with prior agreement.
  • Time on regulator visits, investor roadshows, or other set-piece events that sit outside the normal board cadence — at the day rate, by agreement.
  • International travel — billed at the day rate plus reasonable expenses.

Day rate for additional work

For ad-hoc work that sits outside the NED contract, my day rate is £2,000 for an in-person day in the UK and £1,500 for a remote day. Half-days pro-rated. Out-of-hours incident response (6pm–8am, weekends, public holidays) is billed at 1.5×.

What you pay on top of the fee

Directors & Officers (D&O) liability insurance

Mandatory. The company carries the policy and the NED is named as an insured. Realistic cost for a private SME: £2,000 – £6,000 per annum for £5m of cover, depending on sector and risk profile. Listed companies and regulated firms pay materially more. I will not accept a NED appointment without a confirmed D&O policy in place at signing.

Indemnity from the company

Free, but legally important. The articles of association should include (or be amended to include) an indemnity for directors permitted under section 234 of the Companies Act 2006. This complements the D&O policy and covers gaps it does not. A simple deed of indemnity is signed at appointment.

Setting up board administration

If the company doesn't already have one, a competent company-secretary function (in-house or outsourced) is a real material cost — typically £3,000 – £15,000 per annum for an SME. The NED meeting cadence does not function without it. Smaller companies sometimes economise here; in my experience that economy is a false one.

How to think about the cost

Versus the realistic downside

The honest comparison for a cyber NED is to the cost of getting cyber governance wrong. The IBM Cost of a Data Breach report consistently puts the average UK breach above £3m once response, regulator action, customer churn, and remediation are added together. The ICO has issued multiple seven-figure fines under UK GDPR. Operational-resilience failures in financial services have triggered eight-figure regulatory action.

Against numbers in that range, an annual NED fee of £30k – £60k looks like an inexpensive insurance policy — provided the role is filled by someone whose presence demonstrably reduces the probability or the severity of those events. That's what a specialist NED is being paid to deliver.

Versus the cost of getting AI governance wrong

The downside numbers on AI are still being written, but the early signals are clear. EU AI Act fines run to €35m or 7% of global turnover for the most serious breaches. UK regulators are already using existing data-protection and consumer-law powers to fine for harms caused by AI systems. Reputational damage from a public AI failure (biased decision-making, hallucinated medical or legal advice, customer-facing chatbot misadventures) routinely costs more than the regulatory fine.

Versus the alternatives

If you are weighing a specialist NED against the realistic alternatives, the honest comparison is:

  • Hiring two NEDs (one cyber, one AI): roughly double the cost. Doubles the integration effort. Splits the risk picture into two silos. Useful when the company is genuinely large and the workload justifies it. Most companies are not at that point.
  • Hiring a generalist NED and engaging external advisors for technical input: typically £40,000 – £70,000 per annum for the NED, plus £30,000 – £100,000 per annum on advisor retainers and project fees. Comparable cost; the NED then has to work out what to do with the advisor's input rather than being able to bring informed judgement directly to the board.
  • Doing nothing and hoping the executive team can carry it: zero direct cost. Higher implicit cost in regulatory exposure, slower decision-making at the board, and a CISO / head of AI population that is more burnt out and more likely to leave when the next opportunity comes along. The cheapest option is also the most expensive option, in expectation, over five years.

Equity instead of fees

For early-stage companies that genuinely cannot afford the full cash fee, I am open to a structure that combines a reduced cash component with an equity grant — typically 0.25% to 1.0% in vested options over the term, depending on stage and round. This is not free; it is a deferred compensation arrangement that aligns incentives and acknowledges the cash constraint. I will only accept this structure where I can credibly believe in the company's prospects and where the cap table is clean.

What I will not do

  • Trade-name-only appointments. If you want a credentialled name on the website with no real time commitment, I am not your NED. The role only works if I am actually doing it.
  • Conflicted appointments. If the company is a current Hedgehog Security customer or a competitor of one, I cannot accept the NED role.
  • Multi-NED bundles. One company, one engagement.
  • "Friend of a friend" discounts. The fee is what the fee is; my objectivity at the board table depends on it.

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