This article originally appeared in our sister publication, Private Company Director.
From the outside, serving on a public company board and serving on a private company board can look strikingly similar. Directors attend meetings, review materials, ask questions and provide oversight. But as Sheryl Schwartz knows from firsthand experience as a long-standing institutional investor who has served on boards, the similarities end quickly once you step inside the boardroom.
Schwartz serves on the board of public company Cartesian Growth Corporation II as well as the board of Gaia Real Estate REIT, a private company, and two Apollo Fund Boards. In a recent episode of the Executive Session podcast, she offered a candid look at how the realities of public and private board service differ and explained why many directors who cross between the two worlds find private company governance both liberating and demanding in different ways.
“It depends on what kind of private board,” says Schwartz. “Public boards are more standardized and have governing rules and regulations, such as Sarbanes-Oxley, that require independent boards and outline a lot of responsibilities.” Those regulatory demands drive a familiar structure: audit, compensation and nom/gov committees, along with formal processes around disclosure, controls and oversight.
Private company boards, by contrast, span a much wider range. “It can range from founder- and family-owned to venture-backed to private equity-backed to pre-IPO companies that try to conform with public company structure,” says Schwartz. That diversity shapes everything from decision-making authority to the board’s relationship with management.
While directors in both settings owe fiduciary duties to shareholders, in private companies, the identity of those shareholders matters enormously. “Is it the founder? Is it a family? Is it venture investors? Is it private equity investors? And what is their strategy?” asks Schwartz. In many private companies, ownership concentration fundamentally limits the board’s formal power.
That difference shows up most clearly when it comes to control. In public companies, boards play a central role in appointing, evaluating and replacing the CEO. “That’s one of their key roles,” says Schwartz. In founder-controlled or private equity–controlled companies, however, independent directors rarely have that authority. “Independent board members usually can’t veto the decisions of either the founder or the PE owners since the owners have control,” she explains. “They can be replaced by the private equity firm, but they usually can’t replace management without private equity consent.”
For private company directors, that reality requires clarity about the nature of the role. Rather than serving primarily as overseers, board members are often brought in as advisors. “Because it’s not regulated and required the way it is in public boards, the board member often serves as an advisor to management or the CEO and often has operating experience,” says Schwartz. That advisory role can include strategy development, client and investor introductions, fundraising support and even help with senior hires.
For directors accustomed to public boards, that hands-on engagement can be one of private board service’s biggest attractions. “You have a lot more flexibility and the role is less defined and less scripted,” says Schwartz. “You’re much more involved in the operations.” Where public board members are expected to govern and oversee — but not operate — private board members are often valued precisely for rolling up their sleeves.
Still, Schwartz cautions that flexibility cuts both ways. Without a regulatory framework clearly outlining responsibilities, expectations can shift. “That can be good and bad,” says Schwartz. “It gives you a lot of leeway in terms of what you do, but it can also be bad because the role can be very different from what you thought you were getting into.” For private company directors, aligning upfront with owners and management about scope and authority is essential.
When it comes to skills, Schwartz sees more overlap than divergence. Audit committee work, whether public or private, requires the same core financial expertise and interaction with auditors. Governance, compensation and talent oversight similarly demand experience, regardless of company type. What changes is how those skills are applied.
“What’s encouraged in building a board is to have different skill sets from the independents,” says Schwartz. In private companies, especially venture-backed or private equity–owned firms, those needs may tilt heavily toward growth, transactions and operational scaling.
Private equity-backed boards nearing an IPO can look especially familiar to public company veterans. “Essentially, those boards look very similar to a public board,” says Schwartz, because IPO readiness requires robust systems, controls and reporting. For smaller or founder-led companies, however, building those capabilities can be a heavy lift. “They may not have the budget or resources to have those robust systems,” she says, underscoring the board’s role in guiding that evolution.
Compensation also highlights a meaningful difference. Public company directors often receive liquid equity as part of their pay, while private company equity can be illiquid and long-dated. “The question is how do you monetize that and over what time frame?” says Schwartz. That reality affects incentives and alignment, and should factor into a director’s decision to join a private board.
For private company directors, Schwartz’s insights reinforce a central truth: Effectiveness depends on understanding not just governance best practices, but ownership dynamics, expectations and the company’s stage of development. Private boards may offer greater flexibility and influence, but they also demand adaptability, clarity and a willingness to engage deeply with the business.
As Schwartz makes clear, serving well in a private company boardroom is not about doing less than in a public one. It is about doing different work, in different ways, and often with a much closer connection to the company’s day-to-day realities.