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What is a Non-Executive Director? A Complete Guide and Why Tech SMBs Should Consider Them.
April 11, 2025
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In the fast-moving world of technology, small and medium-sized businesses (SMBS) often focus on innovation, product development, and scaling operations. However, one critical factor that can make or break a growing tech company is strong governance and strategy.

Oversight.

This is where a Non-Executive Director (NED) can add significant value. While large corporations frequently appoint NEDs, tech SMBs can also benefit from their expertise, network, and independent perspective.

In this guide, we’ll explore the role of a Non-Executive Director, their key responsibilities, and why SMBS in the tech sector should consider hiring one, particularly with Moksha Advisory’s expertise.

What is a Non-Executive Director (NED)?

A Non-Executive Director is a board member not involved in the company’s daily operations. Unlike Executive Directors, who actively manage the business, NEDs take on an advisory and governance role, providing strategic direction, risk management, and independent oversight.

Their primary role is to act in the company’s best interests, ensuring sustainable growth and good corporate governance.

Key Responsibilities of a Non-Executive Director

The duties of a NED typically include:

  1. Strategic Guidance
    NEDs provide an independent perspective on business strategy, helping companies identify new opportunities, avoid pitfalls, and scale efficiently.
  2. Governance & Compliance
    They ensure the company adheres to legal and regulatory frameworks, which is particularly important for tech businesses dealing with data protection laws, cybersecurity regulations, and investor relations.
  3. Risk Management
    From financial risks to cybersecurity threats, a NED helps a company assess and mitigate risks, ensuring long-term stability.
  4. Financial Oversight
    While they don’t manage day-to-day finances, NEDs oversee financial strategy, budgeting, and reporting, ensuring sustainable growth and investor confidence.
  5. Leadership & Mentoring
    For SMBs, a NED can mentor the leadership team, guiding CEOs and founders in critical decision-making processes.

How Does a NED Differ from an Executive Director?

FeatureNon-Executive Director (NED)Executive Director
Day-to-Day RoleNo daily management involvement

Business execution &

performance

Focus Area

Governance,strategy,risk management

Business execution &

performance

EmploymentPart-time, independentFull-time employee

Compensation

Fixed fees, equity, or advisory

payments

Salary, bonuses, stock options

Why Should Tech SMBS Consider a Non-Executive Director?

Many SMB founders assume that NEDs are only necessary for large enterprises, but early-stage and growing tech businesses can benefit greatly from an experienced, independent board member.

Here’s why:

  1. Access to High-Level Industry Expertise
    Many tech SMBS are led by founders with technical expertise but limited business or
    financial experience. An NED with commercial, financial, or operational knowledge can help bridge this gap and guide the company toward profitability.
  2. Stronger Corporate Governance
    Investors, venture capitalists, and stakeholders value governance and accountability. A well-structured board with independent directors increases investor confidence and can lead to better funding opportunities.
  3. Risk Management in a Rapidly Changing Industry
    The tech sector is highly dynamic, with risks ranging from cybersecurity threats and regulatory changes to market shifts and competition. A NED can help the leadership team navigate uncertainties with a more experienced, big-picture approach.
  4. Building Credibility with Investors & Stakeholders
    Having a well-known NED on the board enhances a company’s credibility, making it more attractive to VCs, private equity firms, and potential partners.
  5. Scaling & Exit Strategy Planning
    For many tech SMBS, the goal is scaling or exiting the business via acquisition or IPO. A NED with mergers and acquisitions (M&A) experience can help position the company for a successful transition.

Why Choose Moksha Advisory for Your NED Needs?

Moksha Advisory specialises in providing tailored strategic and governance support for tech SMBS. If you want to strengthen your leadership team, improve governance, or position your business for growth and investment, Moksha Advisory offers expert Non-Executive Directors with real-world experience.

Key Benefits of Working with Moksha Advisory:

Industry-Specific Expertise – Whether you’re in SaaS, FinTech, AI, or cybersecurity,

Moksha Advisory provides NEDs with deep sector knowledge.

Proven Track Record in Scaling Tech SMBS. Their team has helped multiple companies navigate growth challenges, secure investment, and achieve successful exits.

Investor & Board-Level Insights. With access to a network of investors, corporate leaders, and governance specialists, Moksha Advisory can enhance boardroom Decision-making.

Tailored Governance & Compliance Support. Moksha Advisory can provide expert guidance if your tech SMB is struggling with regulatory requirements, risk management, or board structure.

Flexible Engagement Models. Whether you need a part-time NED, advisory board member, or fractional leadership support, Moksha Advisory offers customised solutions to fit your needs.

How to Appoint a Non-Executive Director for Your Tech SMB

If you’re considering bringing in a NED, here’s a simple guide to getting started:

  1. Identify Your Business Needs
    • Do you need financial expertise?
    • Are you looking for strategic partnerships?
    • Do you need governance and compliance guidance?
    • Would an industry expert help scale the business?
  2. Look for Candidates in the Right Places
    • Industry networks and accelerators
    • NED recruitment agencies
    • Investor recommendations
    • Moksha Advisory’s network of experienced NEDs
  3. Structure Compensation & Role Expectations
  • Most SMBs offer NEDs:
  • A fixed fee (typically per board meeting)
  • Equity or stock options
  • Performance-based bonuses
  • Define Clear Responsibilities & Term Limits
    Ensure the NED’s role is well-defined and not just a symbolic appointment. Have clear expectations on time commitment, deliverables, and advisory roles.

Final Thoughts

For tech SMBs, appointing a Non-Executive Director can be a game-changer. Whether you need help with strategy, governance, funding, or scaling, an independent director can provide invaluable insight and credibility.

With Moksha Advisory, you get access to top-tier NEDs with real-world tech industry experience, helping you navigate challenges, attract investment, and scale with confidence.

Looking for a Non-Executive Director to support your tech SMB? Get in touch with Moksha Advisory today!