Demystifying PE-Backed Boards: Opportunity, Risk, and the Evolving Role of Directors

Private equity boards often carry a certain mystique — and, let’s face it, a bit of stigma. Many directors react to the idea with hesitancy, imagining high pressure, constant turnover, and limited governance influence. But as our recent NACD panel explored, the reality is far more nuanced — and often, far more rewarding.

We brought together a stellar group of panelists — Bethany Mayer, Mike Sabbatis, Mallory Brown, and Alex Kaufman — to share their perspectives on how directors can thrive on PE-backed boards. Here are the key takeaways from our discussion:

1. Roles on PE Boards Vary More Than You Think

PE boards aren’t one-size-fits-all. Mallory Brown of TPG explained that roles can include independent directors, operating partners, investment partners, and more — with expectations shifting based on company maturity, sector, and investment thesis.

Bethany Mayer shared how her own experience has varied from board to board, depending on the fund’s goals — whether preparing for an IPO, increasing sales velocity, or stabilizing operations. Directors should enter with clarity on their purpose and flexibility in their approach.

2. PE Boards Demand a Hands-On, High-Impact Approach

Unlike many public boards, PE-backed companies often require deeper engagement. Mike Sabbatis emphasized that while public boards are often "nose in, hands off," PE boards encourage active support — coaching executives, sharing expertise, and helping execute strategy.

That level of involvement, however, comes with volatility. Sabbatis noted that in his four years as board chair at Caseware, he’s worked with three different CEOs. Agility and resilience are must-have traits.

Alex Kaufman, a partner in Mintz’s PE group, also highlighted the unique legal dynamics of these boards, including the challenges of managing insider transactions with few independent directors. PE boards often move quickly — and directors need to be clear-eyed about both the risks and opportunities.

3. Crisis Planning is No Longer a Niche Topic — It’s Core Strategy

In an age of relentless “black swan” events — pandemics, bank failures, geopolitical instability — boards are expected to be proactive. From cybersecurity preparedness to succession planning, our panelists shared that crisis readiness isn’t optional; it’s table stakes.

Mike reflected on lessons from the 2020 crisis, emphasizing how companies that focused on core customer value emerged stronger — and sometimes more valuable — in adversity.

4. Opportunities Still Abound — Especially in Disruption

Even amid volatility, there’s room to grow. AI is a clear area of opportunity, though panelists admitted that monetization remains elusive. Bethany and Mallory pointed to AI's power to drive efficiency and better customer experiences — and even reskill executive teams.

The Bottom Line?
Serving on a PE-backed board may not be for the faint of heart, but for directors willing to lean in, the experience can be high-impact, high-growth, and incredibly rewarding.