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With longer hold periods and valuation pressure, many PE-backed executives' equity is worthless. To retain them, firms are structuring "management carve-outs"—a guaranteed bonus from sale proceeds paid out before the equity waterfall—ensuring executives are compensated for an exit even if their stock is underwater.

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PE firms often overwhelm portfolio management with requests without explaining the 'why'. By clearly linking each request to equity value creation from the outset, PE firms can better align and motivate the management team, which is their most critical asset for a successful exit.

The "we never sell" pitch of permanent capital vehicles like HoldCos can be a drawback. The best management teams are often motivated by the prospect of a lucrative exit in 3-7 years. To retain top talent, these firms must create "synthetic liquidity" events, allowing executives to cash out without a full company sale.

As creative M&A deals like IP licensing become common, traditional protections fail. Top startup talent now negotiates for "synthetic PREF rights," contractually ensuring their common shares pay out similarly to investor preferred shares in specific scenarios, securing their financial upside.

When discussing compensation, frame equity as providing four things: cash flow, sale bonus, risk, and control. Most employees only want the first two and actively avoid risk and aren't getting control anyway. This simplifies the conversation and allows you to offer profit share and sale bonuses instead of actual shares.

The narrative for attracting top executives is shifting. Many now see PE-backed companies as a "safe harbor." They offer a higher probability of a successful (though smaller) financial exit in a defined timeframe, which is increasingly appealing compared to the "shoot the moon" lottery ticket of a venture-backed company.

To attract executives without the lure of a quick liquidity event, Maloa offers equity to top management and robust annual bonus programs tied to company success. This structure appeals to leaders who value stability and sustainable growth over a potentially destructive, high-risk sale.

In an era of extended private markets, secondaries are a critical talent retention strategy. Offering recurring liquidity programs for employees prevents top performers, who are often fully vested and over-concentrated in one stock, from leaving to diversify their wealth by joining other companies.

Many executives in PE-backed companies with underwater equity choose to leave rather than have a direct conversation with their sponsor about adjusting their compensation. This is a missed opportunity, as many sponsors would be open to creative solutions like carve-outs to retain valuable leaders.

To prevent newly-minted millionaires from coasting after the IPO, Blackstone implemented an eight-year stock sale restriction. Crucially, unvested shares could be clawed back for poor performance, ensuring partners remained highly motivated and aligned with the firm's long-term success.

To retain founders who've already cashed out, use a dual incentive. Offer rollover equity in the new parent company for long-term alignment ('a second bite at the apple'), and a cash earn-out tied to short-term growth targets. This financial structure is crucial when managing wealthy, independent operators who don't need the job.