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2013/2014 Holt / MM&K / Thomson Reuters North American PE/VC Compensation Report
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ontents
Survey
on A: "How"
B: "How Much"
General Information
1. Participant Information
Name: Organization: Title Address: Address 2: City/Town: State / County ZIP Code: Country: Email Address: Phone Number:
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3. Please select your currency. We will assume that all monetary values entered in this survey are in the currency you indicate.
Please Select Other (Please specify)
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Page 3
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4. Please indicate the types of funds your firm has. If your firm only has one fund type, please select "N/A" when asked "Please Select Other Investment Type".
Please Select Primary fund type Please Select 2nd Fund Type Please Select 3rd Fund Type
5. Please indicate the amount of committed capital and cost of investments in millions.
Committed Capital
(Most Recent Fund)
7. Please indicate the number of portfolio companies you have (Excludes Funds of Funds).
8. Please show the amount of management fees you receive from all funds (millions). Then show the percentage of management fees for your most recent fund.
Amount Received (millions)
(All Active Funds)
9. Do you charge the following other fees on your most recent fund? If yes, how are these fees divided between GP and LP? (please provide details for all investment types operated by your firm)
Please Select Primary fund type Transaction Fees Monitoring Fees Directors Fees Dividends Not Applicable Transaction Fees Monitoring Fees Directors Fees Dividends Not Applicable Transaction Fees Monitoring Fees Directors Fees Dividends YES/NO Please Select Please Select Please Select Please Select YES/NO Please Select Please Select Please Select Please Select YES/NO Please Select Please Select Please Select Please Select Amount (millions) % to GP % to LP Amount (millions) % to GP % to LP Amount (millions) % to GP % to LP
10. Please indicate your ownership structure. For institutional organizations only, please specify the % of investment capital provided by the parent company (all active funds).
Please Select % of capital provided by the parent company
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Human Capital
12. Please indicate the number of incumbents at your firm by location and by employee group.
Investment Professionals
Partner Level Non-Partner Level
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United States Canada UK & Ireland Germany Italy France Spain Scandinavia UAE and other Gulf States* India Japan China (includes Hong Kong) Australia & New Zealand* South America* Other* *Please provide details here
13. Please indicate your staffing level changes during 2012 and expected for 2013 (Click "Please Select" first, and then show % change)
Investment Professionals
Partner Level Non-Partner Level
2012 (actual) Change % change (e.g., 3%) 2013 (expected) Change % change (e.g. 3%)
Please Select
Please Select
Please Select
Please Select
Please Select
Please Select
Please Select
Please Select
14. How many years of experience (from year of MBA or equivalent in experience) does an investment executive typically need to be promoted to partner or managing director?
Number of years to partner years
15. What was your firm's total payroll cost (millions) in 2012? (Payroll cost should include salaries and bonuses. Bonuses should include any residual fees. Also include employee benefits if available)
Total Payroll Cost (millions) millions
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17. Does your firm have a formal compensation policy and/or a staff performance appraisal system? (please check all that apply)
Formal compensation policy Staff performance appraisal system Please Select Please Select
18. What types of compensation does your firm offer? (please select "yes" where offered)
Investment Professionals
Partner Level Non-Partner Level
Base Salary Salary Draw / Partner Draw Annual Performance Incentive/Bonus Residual Fees Bonus Carried Interest Plans Phantom Carry Plan Co-Investment Plans Phantom Stock Performance Shares / Units Stock Options Restricted Stock Stock Appreciation Rights Equity/options in portfolio companies Other Please Specify
If "Yes", what is the typical starting annual salary and 1st year annualized bonus for such graduates? Annual Salary Annualized Bonus
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2012 (actual) Change % change (e.g., 3%) 2013 (expected) Change % change (e.g. 3%)
Please Select
Please Select
Please Select
Please Select
Please Select
Please Select
21. Please identify changes in annual bonus levels (Click "Please Select" first, and then show % change)
Investment Professionals
Partner Level Non-Partner Level
2012 (actual) Change % change (e.g., 3%) 2013 (expected) Change % change (e.g. 3%)
Please Select
Please Select
Please Select
Please Select
Please Select
Please Select
22. On what basis are annual incentives/bonuses distributed to investment and non-investment professionals at your firm? (please select "Yes" where offered)
Investment Professionals No plan Entirely discretionary Discretionary based on firm performance Discretionary, based on fund/team performance Discretionary, based on individual performance Formulaic, based on firm performance Formulaic, based on fund/team performance Formulaic, based on individual performance Other (please specify) Non-investment Professionals
23. If bonus is partially or fully discretionary, who makes the annual incentive/bonus determination?
Please Select
24. When are bonuses distributed? Please select "Yes" where applicable
Time Period Before the financial year end 0 - 2 months after the financial year-end 2 - 4 months after the financial year-end 4 - 6 months after the financial year-end 6 - 12 months after the financial year-end "Yes" Event Closing Exit Recap "Yes"
25. Are annual bonuses (in part of full) subject to further deferral? If so for how long are they deferred? (please select and then show number of years)
Investment Professionals
Partner Level Non-Partner Level
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% change)
Non-Partner Level
Please Select
n show % change)
Please Select
Please Select
vestment
etermination?
e they deferred?
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27. Please indicate the amount of carried interest at work for the most recent fund and all active funds by investment type? Please enter amount in millions (e.g., 20% of one billion equals 200 million "at work").
Most Recent Fund Please Select Primary fund Type (Page 2) e.g. 200 All Active Funds e.g. 350
28. Please indicate the allocation (%) of carry by employee group (Rows should total to 100%).
Partners/ M.D.'s Please Select Primary fund Type (Page 2) NonPartners/ Non-M.D.'s Parent Company Sponsor / Cornerstone Investors Unallocated Other
29. How is the allocation of each participant's individual carried interest determined?
Please Select
30. Is the firm required to return all invested capital before carried interest distributions are made?
Whole Fund - Committed Capital Whole Fund - Contributed Capital Vintage Fund (e.g. annual portfolio) Deal by Deal Yes / No Select Select Select Select
31. Please indicate if you use any of the hurdle rates below to determine carried interest and indicate the percentage used (typically 50% to 100%)
Yes / No Net Asset Value Test Preferred return with catch-up Minimum return, no catch up Other method Select Select Select Select Hurdle Rate (%) e.g. 8%
32. If you use preferred return with catch-up to determine carried interest, what % goes to the CIP participant during the catch-up period? (typically 50% to 100%)
% to carried Interest participant during catch up
33. Please indicate the vesting accruals for your carried interest plans?
Vesting Accruals Please Select
35. For the most recent fund, show the cumulative vesting of carried interest for partners/M.D.'s, and other employees
Partner/M.D. 1 Year 2 Years 3 Years 4 Years 5 Years 6 Years 7 Years 8 Years 9 Years 10 Years Other Employees Example 0% 0% 20% 40% 60% 80% 100% 100% 100% 100%
36. Is Carried Interest Plan participation subject to forfeiture in whole or in part on cessation of employment? (Please select N/A if not subject to forfeiture or indicate the percentage forfeited for each of the circumstances listed below)
Terminate voluntarily (go to competitor) Terminate voluntarily (not to competitor) Terminate involuntary (no cause) Terminate involuntary (cause) Yes / No Select Select Select Select %
38. Does a plan committee have any discretion as to the vesting of leavers?
Yes / No Select
39. Do any of the following events cause vesting of carried interest to be accelerated? If "yes", please indicate percentage that vests.
Yes / No Disability Retirement Death Select Select Select %
40. Are carry distributions paid when earned or at regular intervals (i.e., quarterly, annually) ?
Please Select
42. If there is a deferral mechanism for carry distributions , when are payments made?
Please Select
43. Is a portion of the carry not allocated at the outset of the fund, but rather held in reserve for promotions or new hires?
Yes / No Select
44. How does the plan deal with new participants or additional carry awards to existing participants?
Please Select
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45. What was your standard General Partner commitment as a percentage of your most recent fund (Not the same as a Co-Investment Plan)?
% Most Recent Fund Please Select Primary fund Type (Page 2) -
46. How is the allocation of the General Partner commitment amongst the partners / employees determined? Please select "Yes" where applicable
"Yes" N/A Pro rata to Carried Interest Plan interest Internally agreed amongst partners Discretionary Individual affordability Fund management entity pays total Fund management entity pays a proportion Other (please specify) "Yes"
47. For those who contribute to the General Partner commitment, are they expected to subscribe on a deal by deal basis, on an annual basis or are they required to put all the money up in advance?
Select
48. Does the Firm use a "management fee waiver" mechanism to fund capital commitments of the General Partner commitment (Please select "Yes" where applicable)
"Yes" Management Fee Waiver mechanism used?
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51. Is the co-investment in the sweet equity (ordinary shares only) or pari passu with (on same terms as) the fund?
Sweet Equity/Pari Passu Please Select
53. Do those working on a particular investment have any preferential treatment under the co-investment plan in respect of that investment? (e.g., cherry picking)
Yes/No Select
55. Are those participants receiving loans to make co-investments also required to invest their own money?
Yes/No Select
56. Please indicate the highest ratio of loan to employee money allowed (e.g., 2:1)
Ratio e.g. 2:1
63. Please enter cumulative vesting percentage on investment gains for each year.
Cumulative % 1 Year 2 Years 3 Years 4 Years 5 Years e.g. 0% 25% 50% 75% 100%
64. Is there a cap on the amount any one participant can invest in the co-investment plan in any one year?
Yes/No Select If "yes", what is the cap? Partner/Managing Director Non- Partner Level
65. What is the size of the co-investment for all participants in the plan as a percentage of all funds invested?
Total Size of Co-Invest (% of all funds invested)
66. Do leavers have to repay their leverage when their employment ceases?
Yes/No Bad Leavers Good Leavers Select Select
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g., 2:1)
h year.
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67. Does your firm provide benefits/perquisites to your employees? (Please enter "yes" where offered)
Partner Level 401(k) Defined Benefit Pension Plan Cash Balance Pension Plan SERP/IRA Medical Dental Short-term Disability Long-term Disability Life Insurance Car Allowance Company Car Gym Membership Other (please specify) Non-Partner Level
68. If your firm provides 401(k) plan contributions, on what basis are they calculated?
Contribution Basis Please Select
69. If your firm provides a 401(k) match, on what basis does the match vary?
Match Variation Basis Please Select
70. Please provide your firm's level of 401k contribution, by employee contribution.
Employee Contribution 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12+% Firm's Contribution Example (1:1 or fixed rate) 0% or 5% 1% or 5% 2% or 5% 3% or 5% 4% or 5% 5% or 5% 6% or 5% 7% or 5% 8% or 5% 9% or 5% 10% or 5% 11% or 5% 12+% or 5%
71. If your firm provides the following benefits, indicate what portion is paid for by the firm:
Partner Level (%) Medical (Employee) Medical (Dependents) Dental (Employee) Dental (Dependents) Short-term Disability Long-term Disability Basic Life Insurance Supplemental Life Insurance Non-Partner Level (%)
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Section B
Compensation Levels
Please Select Your Currency for Reporting Compensation Data Please Select Your Currency (Carry Data, if different than for Compensation Data) (Do not leave blank cells. Enter 0 or NA, as applicable)
For US & UK only Location (City, State) Base Salary (000's) Fund Type As of April 1, 2013 LBO / Growth Equity Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select 500 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 As of April 1, 2012 500 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Performance Year 2012 530 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2011 450 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Performance Year 2012 380 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2011 300 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Annual Bonus (000's) Carried Interest Distribution (000's) % of Most Recent Fund Money At Work (Millions) Most Recent Fund 15.6 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
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Back to Section A
Instructions
Job Descriptions
Job Code
Job Title
Job ID
No. of Ees
Country
Long Term Incentives and Equity (000's) Award Year 2012 200 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2011 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
All Active Funds 45.1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
PE01 Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select
CEO
234-01
USA Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select Select
El Paso, TX
20.3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Confidential
The survey collects and reports data on compensation design, as well as compensation levels; in other words, we will report on the how, as well as the how much. Instructions to complete these two sections are discussed below.
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The survey collects and reports data on compensation design, as well as compensation levels; in other words, we will report on the how, as well as the how much. Instructions to complete these two sections are discussed below.
Section B: Compensation levels (how much) - Base Salary (includes salary draw) - Annual Bonus (whether from performance or residual fees) - Carried Interest Distribution - 2012 - Carried Interest Distribution - 2011 - Carried Interest as % of most recent fund - Carried Interest at Work - Most Recent Fund - Carried Interest at Work - All Active Funds - Long Term Incentive Value Annual ised - 2012 - Long Term Incentive Value Annual ised - 2011 - Cost / Cash Equivalent Value of Employee Benefits
s; in other
Instructions
Section A:
-
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Section B
This section covers nine topics (one topic per page). If any of the topics is not applicable to your firm (e.g. Firm does not offer a Co-Investment Plan), please click on the "skip this section" at the top of the page to continue.
Section B:
Participating organizations have an option of one out of two ways to complete the Compensation Data Spread Sheet, as follows: By individual: List each employee separately. This is preferred the preferred option. By position: Identify number of incumbents in each position, then show the average compensation for the group of incumbents on that position. (If you have incumbents on a position in more than one location, please list the number and average for each location).
The following guidelines will ensure the accuaracy of your data and our ability to anlayze it: 1 If most employees on a position participate in a plan/program, but the amount is zero, enter 0. Conversely, if most employees on a position do not participate in a plan/program, enter NA This will help us determine the % of employees that participate in the various plans/programs. Salary per employee. Partial year employees should have amounts annualized for this purpose. Also include any 'draw'. Bonus should include any residual management or other fees allocated per employee at this position. Partial year employees should have amounts annualized for this purpose or use target bonus. For most firms the total carried interest is 20%. This 20% is allocated to various individuals or other constituencies as points. Show the average allocation as a percent of the fund/points per employee for each position. Total for all listed employees should not exceed 20% or your total carried interest if different than 20%. Show average annualized value of equity (using Black-Scholes or other preferred method) compensation awarded as a long-term incentive. Please enter amount per employee at this position. Please enter the value or your firm's cost of benefits and all other compensation. If employee does not receive the benefit, please enter "N/A"
2 3 4
5 6
Job Descriptions
Job Code
PE01 PE02 PE03
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Section B
Descriptions
One or more of the top level partners that provide both strategic and operational leadership to the private equity organization, with responsibility for its overall success, planning and growth. Exceptional experience as dealmakers and portfolio managers who oversee investment and exiting decisions for large parts of the portfolio, and who head up execution of organizational goals and strategy set by the managing general partner(s). They normally have at least 15 years of relevant experience.
Seasoned experience as dealmakers, either with financial or operational expertise, who lead teams that source transactions, negotiate them, and monitor companies once in the Partner / Managing Director(s) / Portfolio Manager portfolio. They typically sit on company boards and determine exit strategies. They normally have at least 10 years of relevant experience. Principal / Vice President / Director(s) Senior Associate(s) Supervised by more senior staff, these professionals participate on teams that source transactions, negotiate them, and monitor companies once in the portfolio. Rarely sit on company boards though often serves as an observer. They typically have an MBA or equivalent business experience, and at least five years of post MBA relevant experience. These professionals, moderately supervised, analyze statistical and other data at an advanced level to support deal sourcing, due diligence of investment opportunities, and the monitoring of portfolio companies. They typically have an MBA or equivalent business experience with at least two years of post MBA relevant experience. These junior professionals, heavily supervised, analyze statistical and other data at an intermediate level to support deal sourcing, due diligence of investment opportunities, and the monitoring of portfolio companies. They have an MBA or equivalent business experience and less than two years of post MBA relevant experience. These junior professions, heavily supervised, analyze statistical and other data at a basic to intermediate level to support deal sourcing, due diligence of investment opportunities, and the monitoring of portfolio companies. They have a college degree or equivalent business experience and two to four years of pre-MBA experience. These junior professionals, heavily supervised, analyze statistical and other data at a basic level to support deal sourcing, due diligence of investment opportunities, and the monitoring of portfolio companies. They have a college degree or equivalent business experience and zero to two years of pre-MBA experience. This professional identifies investment opportunities and advises portfolio companies on operational matters. This partner may occasionally fill in a key management role on a temporary basis. This position normally exists at the larger private equity firms; the COO is responsible for the non-deal-making aspects of the organization, including internal business operations such as human resources, finance/accounting, compliance, and technology. The position also may oversee fund raising, marketing, and communications. This position supervises support staff and oversees routine administrative functions of the firm. Reports to the Managing General Partner or COO or CFO, depending on the size of the firm. This position provides full secretarial and administrative support to the CEO/ Managing Partner and other Senior Partners including setting up of meetings and conference calls; ordering and receiving supplies for the office; putting together numerous reports; sending out mailings; and responding to various other requests. Provides secretarial and administrative for individual investment executives or for the whole investment team Responsible for reception duties for the firm This senior level professional heads up finance/accounting for the firm and its limited partnerships. The position also may have responsibility for the business operations of the firm, such as human resources, compliance and technology. At larger firms, the CFO may report to the COO. This professional performs accounting, financial monitoring, reporting and similar services. Reports to the Managing General Partner or COO or CFO, depending on the size of the firm. This position assists the Controller and/or CFO with their various duties and responsibilities. Performs at least two accounting functions, such as accounts payable, accounts receivable, or book-keeping. Junior member of the finance team, typically would not be qualified, responsible for day-to-day maintenance of accounts records. Responsible for a range of fund specific acounting functions. These may include profit & loss reporting, reconciliation and fund portfolio reporting.
PE04 Investment
PE05
PE06
Associate(s)
PE07
Senior Analyst(s)
PE08 PE09
AS01 Admin/Support
AS02
AS03
AS04 AS05 FN01 FN02 Finance FN03 FN04 FN05 FN06 FN07 MK01 Marketing MK02 IR01 IR02 Legal LG01 LG02 HR01 HR HR02 HR03 IT01 IT IT02
Secretary/ Administrator Receptionist Chief Financial Officer (CFO) Controller Assistant Controller Senior Accountant Junior Accountant Fund Accountant
Junior Fund Accountant / Fund Predominantly an administrative position. Assists in maintaining administrative records and working on reconciliation statements for funds. Assists in preparation of fund portfolio statements and profit & loss reporting on funds. Administrator Chief Marketing Officer / Head This professional is responsible for fund-raising and other limited partner relations, including quarterly reports and regularly scheduled meetings. of Marketing Marketing Manager Investor Relations Director / Head of Investor Relations Investor Relations Manager Chief Legal Counsel Compliance & Risk Officer Chief Human Resources / Talent Director Human Resources Manager Human Resources Assistant / Officer Chief Technology Officer Information Technology Manager Supports the Head of Marketing in fund-raising and other limited partner relations, including quarterly reports and regularly scheduled meetings. In smaller firms may be the only marketing role. Lead role in communications with both investors and press, communicating groups strategy , fund performance and messages as agreed by the CEO/ Managing Partner and senior management team. Role may be taken by a senior partner in the business and may also incorporate the marketing function. Provides support and assistance to the Investor Relations Director in communicating with fund investors, both regular and ad hoc. This professional is responsible for coordinating legal work by outside counsel. It also may provide legal advice on fund formation, entering and exiting portfolio companies, and assisting portfolio companies. Responsible for ensuring that the firm is in compliance with all relevant regulations. Ensures adequate monitoring of investment activities, undertakes audits of investment procedures and advises CEO/ Managing Partner and Legal team on all compliance related issues. This professional is responsible for various Human Resources functions, such as recruiting, performance management, compensation and employee benefits. Often recruits executives for portfolio companies. Responsible for day-to-day administration of HR functions, including payroll, staffing and recruitment. Implements and monitors HR programmers and strategy as determined by senior executives. Provides administrative and secretarial support to the HR Director and HR Manager This position is responsible for purchasing and operating computer networks and various software and hardware. It also is responsible for communications systems (phones, etc). Works with Head of IT or outsourced IT support to manage the firms IT applications and infrastructure. In smaller firms may be the most senior IT position.
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Contact US:
Holt Private Equity Consultants R. Michael Holt (Mike) Mike.Holt@HoltPrivateEquityCompensation.com (239) 594-5530 Thomson Reuters David Toll david.toll@thomsonreuters.com (646) 223-6784
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