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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.

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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.

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.

Granting stock options is only half the battle. To make equity a powerful motivator, leaders must constantly communicate a clear and believable narrative for a future liquidity event, such as an acquisition. This vision is what transforms paper ownership into a tangible and valuable incentive in the minds of employees.

PE investors often fail to unlock a portfolio company's full potential by only interacting at the board level. Engaging deeper with operational leadership is crucial to understand the team's true quality and identify opportunities to transform the value proposition, which are often missed from the boardroom.

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.

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 a distressed scenario, simply asserting seniority as a junior capital provider is ineffective. You cannot force the majority owner and management team, whom you've just told are worthless, to run the business for your benefit. The only viable path is to renegotiate and realign incentives for all parties to work towards a recovery together.

Investors will almost never approach a founder to increase their salary or equity. Because it's not top-of-mind for VCs, founders must take ownership and schedule regular compensation reviews to prevent the issue from festering and becoming a breaking point.

Private equity sellers must have explicit conversations with their management teams about post-sale plans, particularly concerning equity rollover, before launching a process. Ambiguity on this topic creates chaos and risk later. Knowing who intends to stay and their reinvestment appetite is critical information for buyers and avoids catastrophic last-minute surprises.

When the CEO is the sole go-between for the PE sponsor and the executive team, communication becomes guarded and decisions get reopened. The solution is to facilitate direct, inclusive meetings between the sponsor and the entire leadership team to build trust and shared understanding from the start.