Value creation

tutorial
What private
equity has to teach
public companies
Contacts About the authors

Chicago Cleveland Florham Park, NJ Vinay Couto is a senior

partner with Strategy&
Eduardo Alvarez Leslie Moeller Barry Jaruzelski in Chicago. He is the
Senior Partner Senior Partner Senior Partner global leader of the firm’s
+1-312-578-4774 +1-216-696-1767 +1-973-410-7624 organization and change
eduardo.alvarez leslie.moeller barry.jaruzelski leadership practice. In his
@strategyand.pwc.com @strategyand.pwc.com @strategyand.pwc.com client work, he focuses
on global organization
Mike Connolly Harry Hawkes Frankfurt restructuring and
Senior Partner Partner turnaround programs
+1-312-578-4580 +1-216-696-1574 Rainer Bernnat in the automotive,
mike.connolly harry.hawkes Partner consumer packaged
@strategyand.pwc.com @strategyand.pwc.com +49-69-97167-414 goods, and retail
rainer.bernnat industries.
Vinay Couto DC @strategyand.pwc.com
Senior Partner Ashok Divakaran was
+1-312-578-4617 Rick Edmunds Munich formerly a partner with
vinay.couto Senior Partner Strategy&.
@strategyand.pwc.com +1-703-905-4006 Christian Burger
rick.edmunds Senior Partner Harry Hawkes is a
Deniz Caglar @strategyand.pwc.com +49-89-54525-546 partner with Strategy&
Partner christian.burger based in Cleveland.
+1-312-578-4863 Düsseldorf @strategyand.pwc.com He leads the firm’s
deniz.caglar global operations
@strategyand.pwc.com Joachim Rotering and performance
Senior Partner improvement practice
+49-211-3890-250 for the media and
joachim.rotering entertainment industries.
@strategyand.pwc.com
Deniz Caglar is a
partner with Strategy&
in Chicago. He focuses
on organization design
and transformation in
the consumer packaged
goods and retail
industries.

This report was originally published by Booz & Company in 2011.

2 Strategy&
Executive summary

Companies are in business to create value for their stakeholders,

and that pursuit occupies countless hours in boardrooms and executive
suites around the world. Certain companies are singularly adept at
adapting their business to create and sustain value over time, but
most are not. It’s here that the example of top-tier private equity (PE)
firms can be illuminating and useful.

The best of these firms are able to create economic value over and over
again, and they do so not only through a tight regimen of cost reduction
but also by creating real and sustainable operating and productivity
improvements at their portfolio companies.

It’s true that private equity firms enjoy a number of natural advantages
over public companies when it comes to building efficient, high-growth
businesses, including a built-in burning platform for change (that is,
an exit within 10 years), tightly aligned ownership and compensation
models, and fewer institutional loyalties and competing distractions.
Still, there are many private equity lessons that do apply or can be
adapted to help public companies develop the same sort of focused,
time-sensitive, and action-oriented mind-set. We explore seven in
this report.

Strategy& 3
Key highlights

• It’s all about value. To attract • Use a long-term lens. While private
investment, PE firms must be equity firms act with speed, they do
laser focused on value creation, not forsake rigorous analysis and
not just through financial thoughtful debate.
engineering but increasingly
through substantive operational • Have the right team in place. The
improvements. assessment of management talent
begins as soon as due diligence
• Cash is king. Private equity commences on a prospective
acquisitions are highly leveraged, acquisition and intensifies after
which instills a focus and sense closing; once made, the verdict is
of urgency in PE firms to liberate swiftly executed.
and generate cash as expeditiously
as possible. • Get skin in the game. Management
has a substantial stake in the
• Time is money. There is a bias for performance of the business — on
action most vividly demonstrated both the upside and the downside.
in the “100 day” program that PE
firms invariably impose on portfolio • Select stretch goals. PE firms quickly
companies during the first few identify the few key metrics critical
months of ownership. to driving value capture and then
track them rigorously.

4 Strategy&
Emulating the best
of private equity

There are any number of admirable aspirations enshrined in company

vision statements, but it is the pursuit of value creation that drives every
corporate charter. Companies are in business to create value for their
stakeholders, and the pursuit of that value consumes countless hours of
contemplation, debate, planning, and review in corporate boardrooms
the world over. A number of select companies get it right — they set the
correct value creation course and sustain it over time. But many do not.
Some companies cannot find the right strategic path; others cannot
execute their strategy over time. Still others execute well for a while
but then lose their way. And another group of exhausted organizations
are so depleted by rounds of business transformation (that is, cost
reduction) that they don’t have the stamina to search for additional
ways to secure and sustain value.

It’s here that top-tier private equity firms provide intriguing and
powerful lessons. There are reasons that those who can afford the
extravagant management fees continue to invest in private equity —
the evidence shows that the best of these firms create economic value
again and again, and they do so by implementing real and sustainable
operating and productivity improvements at their portfolio companies.
The fact that they perform this feat within a window of three to
10 years and in many cases after paying a significant premium is
remarkable, all the more so when you consider that general partners
typically extract 20 percent of any profits and roughly 2 percent of
all capital committed/employed.1

Naturally, not all private equity firms are created equal, but those
that underperform the market tend not to survive their next round
of raising capital — a particularly unique Darwinian market discipline
that keeps PE firms operating at the top of their game.

A public company does not enjoy certain liberties that highly

concentrated private ownership affords PE firms, but there are still
many lessons that do apply or can be adapted. The private equity
framework (see “The Basics of Private Equity,” page 8) compels a very
focused, time-sensitive, and action-oriented mind-set that public

Strategy& 5
companies would do well to emulate (see Exhibit 1, next page).
Specifically, public companies should build a value creation regimen
on the following seven private equity principles: It’s all about value,
cash is king, time is money, use a long-term lens, have the right team
in place, get skin in the game, and select stretch goals.

It’s all about value

To attract continued investment from limited partners and earn

the generous fees for which they are renowned, private equity
firms have to be laser-focused on value creation, and that does not
mean just financial engineering and severe cost cutting. While it’s
true that private equity firms have been known to exploit the tax
benefits of significant leverage in restructuring portfolio companies,
and that cost cutting is often the first step to realizing low-hanging
value, more and more PE deals feature substantive operational
improvements that result from the application of deep industry
and functional expertise. It’s no coincidence that former CEOs Lou
Gerstner and Jack Welch are now affiliated with the Carlyle Group
and Clayton Dubilier & Rice, respectively. Private equity firms are in
the trenches at their portfolio companies, investing in core operations
as often as they are cutting extraneous costs to build enduring value.
Without doing so, they can’t hope to cash out at the multiples to which
they aspire.

Private equity firms’ focus on core value begins with the due diligence
conducted before the acquisition. General partners carefully choose
each target company and explicitly define in an investment thesis how
they will create incremental value and by when. This assessment does
not stop after the acquisition — they periodically evaluate the value
creation potential of their portfolio companies and quickly exit those
that are flagging to free up funds for more remunerative investments.
Within a portfolio company, PE firms make it their business to
understand how each activity contributes to value creation and
diligently cut costs on low-value activities.

That can often mean exiting entire lines of business that are simply not
drawing on the company’s core strengths and differentiating
capabilities. Public companies should try to apply a similarly objective
and dispassionate lens to their portfolio of businesses — by assessing
first the financial performance of each, and then the degree to which
each employs mutually reinforcing capabilities that cross business unit
lines and distinguish the enterprise as a whole (see Exhibit 2, page 9).
For each business, management should ask these questions: Is it core to
our company’s future value? Does it require capabilities coherent with
our company’s capabilities system? Does it offer a path to building

6 Strategy&
Exhibit 1
Private equity principles

Private equity value creation

2 5
Cash is king Have the right team in place
Scrutinize spending and Replace ineffective leaders
manage working capital tightly quickly

1
3 6
Time is money It’s all about value Get skin in the game
Make decisions to improve the Keep a singular Ensure that management shares
business with a sense of urgency focus on value in the upside and the downside
creation

4 7
Use a long-term lens Select stretch goals
Invest in a few capabilities to Set aggressive targets for a
maximize long-term value few vital measures

Source: Strategy&

financial performance that is greater than what investors can earn

elsewhere in their equity portfolios?

Private equity firms concentrate on those businesses for which the

answer is “yes” to all three questions — and they monetize the rest. All
the good opportunities to generate superior value stem from this core;
there’s no need to bother with anything else. Private equity firms
dispense with also-ran, me-too offerings. They bet the business on the
products and services in which the company enjoys a competitive
advantage through its capabilities, such as its technology, its cost
position, its design and manufacturing skills, its customer relationship
management, or its ability to create compelling new products.

Though public companies are often more institutionally loyal and

attached to historical lines of business, they should strive to hold them
to an equivalent standard of value creation or find a home for them in a
more compatible capabilities system at another company.

Strategy& 7
The basics of private equity

Private equity firms are specialized Private equity funds have a finite
investment boutiques that raise large, life — most often 10 years, which can
typically closed-end funds to purchase be extended by as long as three years.
majority stakes or full ownership in General partners normally have five
a portfolio of existing, often mature years in which to invest the capital and
companies. The general partners in a then an additional five to eight years
PE firm provide the seed capital and in which to return that capital plus
manage the fund, but the bulk of the “carried interest” to investors, typically
money comes from investors, or limited by exiting portfolio companies through
partners — generally corporate and sale or sometimes an IPO. For their
public pension funds, endowments, efforts, general partners earn an annual
insurance companies, and wealthy management fee (1 to 2 percent of
individuals. Companies acquired by capital invested/employed) and a share
private equity firms run the gamut — in the returns from exiting portfolio
their one common characteristic is that companies.2
the firm’s general partners believe they
can create substantial incremental value
in three to 10 years.

8 Strategy&
Exhibit 2
Focus on core value and capability coherence

Above par

Sell or manage for cash

Grow and expand

Demonstrated
financial
performance
(relative to Decide: Can capabilities
investors’ be better leveraged?
alternatives)

Improve performance Fix and create

and sell right to win

Below par
Divergent with enterprise Coherent with enterprise

Strategic importance and capability coherence

Source: Strategy&

Strategy& 9
Cash is king

To paraphrase Samuel Johnson, nothing focuses the mind like an

imminent interest payment. Private equity firms, formerly known as
leveraged buyout firms, typically finance 60 to 80 percent of an
acquisition with debt.3 This high-leverage model instills a focus and
sense of urgency in PE firms to liberate and generate cash as
expeditiously as possible. Since portfolio companies carry such high
levels of debt, they pay scrupulous attention to cash flow, closely
monitoring spending levels, debt repayment schedules, and real-time
financial metrics. To improve cash flow, PE firms tightly manage their
receivables and payables, reduce their inventories, and scrutinize
discretionary expenses. To preserve cash, they delay, or altogether
cancel, lower-value discretionary projects or expenses, investing only in
those initiatives and resources (including human) that contribute
significant value.

This is all part of the investment thesis that private equity firms
put together when assessing a potential target and then refine after
acquisition. Public companies can take a page from the PE playbook
and develop a similar performance improvement plan for their
own businesses. Though the specifics will vary from company
to company, any such plan will focus on two principal value
creation levers — increase profits and improve capital efficiency
(see Exhibit 3, next page).

Private equity firms take a particularly sharp-penciled approach to

releasing cash flow, but public companies can still learn a lot from
their example. We have helped many corporate clients pursue a
PE-like agenda to enable capital-efficient, profitable growth. The key
is to start with a blank slate and then objectively and systematically
rebuild the company’s cost structure, justifying every expense and
resource. We call this a “parking lot” exercise — we advise clients to,
in effect, remove every resource and expense from the building, place
it in the parking lot, and then determine whether it deserves to be let
back in (see “PE Lessons Save Automotive Supplier,” page 12). There
are three basic steps:

1) Review what work is performed for what purpose

Management must assess every activity the company performs and

put it in one of these categories:

• “Must have” work, which directly fulfills a legal, regulatory, or

fiduciary requirement, or is required to “keep the lights on” and
run the ongoing operations of the company

10 Strategy&
Exhibit 3
Value creation levers

Value creation levers Examples

– Pricing realization
Pricing – Product mix
– Trade promotion
Grow revenues
– New products and R&D
Volume – New customers, channels, and markets
– Sales force effectiveness
Increase profits – Direct procurement
COGS – Process efficiency
– Capacity utilization
Reduce costs
– Indirect procurement
SG&A – Overhead and support
– Outsourcing
– Shared services
Capital-efficient – Organization streamlining
profitable growth – Footprint rationalization

Inventory – Inventory management

Reduce working
Receivables – Receivables terms and timing
capital

Improve capital
Payables – Payment terms and timing
efficiency

Improve fixed
Project investments
capital

Source: Strategy&

• “Smart to have” work, which directly provides differentiating service

to end customers, informs critical business decisions, or enhances
employee performance, ultimately strengthening critical capabilities
that allow the company to outperform its competitors

• “Nice to have” work, which describes all remaining expenses; in the

pursuit of quick cash and sustained value creation, these activities
should be viewed as discretionary and dialed down aggressively

2) Eliminate low-value, discretionary work

In our experience, “must have” work accounts for as little as 15 percent of

total expenditures, while “nice to have” work constitutes about a third.

Strategy& 11
PE lessons save automotive supplier

The example of a prominent supplier With its cost base rationalized, the
in the automotive industry illustrates company was able to make the gains
how applying a private equity–like permanent by consolidating and
restructuring agenda can help resurrect variabilizing remaining costs. It
a company’s fortunes. As the North rebid and re-sourced all procurement
American auto market cratered along contracts; outsourced IT, finance, human
with the economy, this supplier’s stock resources, and back-office infrastructure
price fell more than 40 percent in six services; and streamlined headquarters
months. Faced with a sharp drop in sales operations — all while maintaining
and a predominantly fixed cost structure, critical union relationships.
the company was hemorrhaging cash
and looking at imminent bankruptcy. Finally, this automotive supplier
applied a PE-like discipline and focus
Fortunately, this supplier acted quickly to its business model going forward.
to stop the bleeding. It divested It replaced half of its top 30 managers
three subscale businesses, shut down and ranked those that remained on a
unprofitable programs, deferred planned bell curve. It rewired the compensation
capital expenditures, and liquidated system to emphasize EBITDA and cash
inventories, among other immediate flow. It invested in “big bets” viewed as
measures. pivotal to driving growth; for instance,
it established a number of joint ventures
Having averted bankruptcy, it then in India and China to become more
took a “parking lot” approach to cost competitive in winning global platforms
reduction to conserve cash. Senior being developed by large original
management figuratively removed all equipment manufacturers. And it
expenses, including head count, and put institutionalized “economic value added”
them in the parking lot; these costs had as its key corporate metric.
to earn their way back into the building
based on their necessity and value to the By taking this private equity approach
business. Only “must have” resources to value creation, the automotive
were retained; most “smart to have” and supplier was generating EBIT margins
all “nice to have” resources were left in in the high teens within two years of
the lot. Through this severe approach, being on the brink of bankruptcy. As
coupled with various operational other competitors courted disaster and
improvements and short-term cash flow even became insolvent, this company
savings, the company achieved US$60 emerged as one of the most reliable
million in run rate savings in the first prime suppliers to the automotive
quarter alone and $130 million after industry worldwide and has safeguarded
three more quarters (see Exhibit A, sustainable profitable growth for years
next page). to come.

12 Strategy&
Exhibit A
Distressed auto supplier applies private equity lessons

1 – Divest three subscale businesses

– Shut down unprofitable programs
Avoid bankruptcy – Defer capital investment
– Push out payables and accelerate receivables
– Discounts for prepayment
– Factoring for collection
+ – Liquidate inventories and underutilized equipment

– Cut salaries across the board by 20% and freeze all bonuses
– Cut benefits (level of insurance coverage, 401(k) match)
2
– Impose hiring freeze
Conserve cash – Streamline corporate fleet
– Resize non-customer-related corporate overhead
– Eliminate non-customer-related travel and downgrade travel
(air, hotel)
– Cut perks (health clubs, airline clubs, car leases)
+ – Consolidate facilities and sublet space
– Defer all noncritical spend (marketing, training, advertising)
– “One-time” prices to close deals

3 – Rebid and resource all procurement contracts

– Outsource IT, finance, HR, and back-office infrastructure
Make a profit using transaction pricing
– Consolidate divisions
– Centralize functions

Savings run rate exiting each quarter

0 250 500 750 1,000 1,250 (US$ million)

Q3 1,110
$60 million in
Year 1 savings delivered
in a single quarter
Q4 1,050

Q1 1,040

Q2 1,000
Year 2
Q3 980 Additional $70
million in savings
delivered three
Q4 980 quarters later

Spend ($ million) $130 million in savings Source: Strategy& analysis

Strategy& 13
Private equity firms take a fairly draconian approach to eliminating
discretionary “nice to have” work and even reduce “smart
to have” work in some cases, based on stringent value creation criteria.
At a minimum, public companies should take a hard look at “nice to
have” expenses and reduce them substantially, if necessary by executive
fiat: “We will stop doing this work.”

3) Optimize remaining high-value or mandatory work

Many management teams make the mistake of declaring victory

once discretionary costs have been identified and eliminated, but the
“must have” and “smart to have” expenses still need to be streamlined
and optimized. Once these activities have been carted back into the
building, management should assess their efficiency and effectiveness
and improve them through various means, from automation and
process improvement to consolidation and even outsourcing.

Time is money Private equity

firms and their
Consistent with the imperative to generate cash quickly to pay down
debt is the constant reminder among private equity firms that time is
management
money. There is a bias for action captured most vividly in the “100 day” teams feel
program that PE firms invariably impose on portfolio companies the “burning
during the first few months of ownership. There is little appetite for
the socialization and consensus building common at many large public
platform” and
companies — private equity firms and their management teams feel make decisions
the “burning platform” and make decisions to change rapidly. to change
It helps that the management team is heavily invested in the
rapidly.
company — compensation of portfolio company managers is heavily
weighted toward equity and performance-based bonuses, so their
interests are fully aligned with those of the PE general partners. Also,
portfolio company executives are extraordinarily empowered and have
close working relationships with their actively involved boards. They
do not need to navigate or appease layers of oversight and external
stakeholders. Still, public company executives could learn a lot from
the private equity firm’s sense of urgency. There is an opportunity cost
to waiting that too many public companies inadvertently and
unfortunately pay.

Use a long-term lens

The fact that private equity firms act with speed does not mean they
forsake rigorous analysis and thoughtful debate. Quite the opposite.
PE firms and their portfolio companies are able to apply a considered,

14 Strategy&
long-term lens to major strategic issues. It’s an interesting and very
productive dichotomy. On the one hand, PE firms are seized with
a sense of accelerated urgency in executing their strategic plans
for portfolio companies; on the other, they can afford to be very
deliberate and analytic in crafting that strategy.

Private equity firms typically have three to five years to invest their
fund, so they have time to carefully assess potential targets and develop
an investment thesis. They then have a window of about 10 years to exit
these deals and return the proceeds to investors. Despite the occasional
claim to the contrary, PE firms do not tend to “flip” investments — the
median holding period is six years, and only 12 percent of deals are
exited within two years.4

The limited partners in a private equity fund are effectively silent

partners — they have little say in how the general partners deploy
the capital, so general partners are not beholden to vocal shareholders
or quarterly reporting expectations. After realizing the short-term
cost benefit of eliminating low-value activities, the general partners
can afford to invest in the long-term value creation potential of the
The best private
companies they acquire. In fact, that is the only way they will secure equity firms not
the returns they desire upon exit — by convincing a buyer that they only cut costs
have positioned the company for future growth and profitability.
but also invest
The best private equity firms not only cut costs but also invest in the in the highest-
highest-potential ideas for creating core value, and this is a lesson potential ideas
that public companies can learn — the art and science of making
these judicious choices. Because private equity firms are often cash-
for creating core
constrained, they cannot fund every superficially attractive initiative — value.
they must rigorously focus on those that promise the best return and
are consistent with the investment thesis for that company. Public
companies that have fallen into the trap of committing capital to every
interesting proposal that crosses the boardroom transom should take
note of the way private equity firms approach capital investment (see
Exhibit 4, next page). First they take a rigorous view of costs, collapsing
“nice to have” expenses and optimizing those that remain. Then they
take the cash released through this exercise and invest in the most
differentiating “smart to have” capabilities based on careful screening.

Have the right team in place

Private equity investors waste no time getting the right team in place
after an acquisition, but once that team is established, they delegate
to it a great deal of authority and accountability. PE general partners
intuitively understand that strong, effective leadership is critical to
the success of their investment — in fact, they often invest in a

Strategy& 15
Exhibit 4
Making judicious choices with limited investment

Minimize “nice to have” costs and invest in differentiating capabilities

Costs Costs
($ million) ($ million)
120 120

$96
100 $34 100

80 80 $70
$8
$49 $7
60 60
$44
Selected
investments
40 40 Filter
investments:
- Coherent with
20 20 capabilities
$13 $11 - Attractive ROI
Wish list of - Budget
investments constraints
0 0
Must Smart to Nice to Total Must Smart to have Smart to have Nice to Total
have have have have (optimized) (new investment) have

Source: Strategy& analysis

16 Strategy&
company based on the strength of its existing management talent.
The assessment of talent begins as soon as due diligence commences
and intensifies after closing, and once made, the verdict is swiftly
executed. A third of portfolio company CEOs exit in the first 100 days,
and two-thirds are replaced during the first four years.5

A private equity firm will act assertively to put the right CEO and
management team in place, but it does not get involved in the day-to-
day management of portfolio companies. Instead, PE general partners
give their managers aggressive but achievable targets, incentivize them
to generate long-term value, and hold them accountable for making
progress toward their exit strategy. They put in place formal governance
processes, such as monthly business reviews, through which the PE
board interacts with a portfolio company’s management team and
influences its direction.

In general, the relationship between the board and management at

a private equity portfolio company is far more direct and accountable
than at many corporations. While a public company director might
pre-sent a concern indirectly in the form of CEO coaching, a private
equity director will likely pick up the phone and convey an idea directly:
“I think we can do this a little bit better. Let me know if you need any
help analyzing this approach.”

If there are gaps in the management talent, a PE firm may well draw
on its own in-house experts or external network. PE firms have been
known to parachute trusted leaders into new or struggling investments.
Many elite private equity firms keep celebrated former CEOs on retainer
to advise on operational matters and intervene as needed in portfolio
company affairs.

Talent management continues beyond the first few months after the
acquisition and extends well beyond the C-suite. Pressured to do more
with less as the margin for error narrows, PE firms must continually
reassess individuals in middle as well as top management positions
and separate low performers quickly.

The private equity firm’s role in the management of its portfolio

companies can be likened to the role of the corporate center or
“headquarters” at a public company, and the lesson here is to keep it
lean. Public company corporate centers tend to expand and morph
over time as their responsibilities shift more toward administration
and overhead. Believing that they are consolidating to create scale
economies, some start accumulating staff resources that, in turn,
foist their services on the business units to justify their existence.

Strategy& 17
Private equity firms keep it clean — their role is to create long-term
value by identifying and executing investment opportunities. PE firms
see themselves as active shareholders committed to putting capital to
best use with complete objectivity. They will swiftly exit a portfolio
company if a better opportunity knocks or if improving its performance
consumes too many resources.

Given this dispassionate, clear, and narrow role, PE firms are very
lean — they comprise investment professionals who identify attractive
deals and professional staffers who provide basic governance and
fiduciary support. As mentioned above, some large PE firms also
maintain a bench of internal consultants and senior advisors.

Get skin in the game

The CEO and senior managers at a private equity portfolio company

are deeply invested in the performance of their individual business — their
fortunes soar when the business succeeds and suffer when it fails to The CEO and
achieve objectives, and that is a very deliberate and widely recognized part senior managers
of the private equity business model. Management has a substantial stake
(equity and bonus) in the performance of the business. at a PE portfolio
company
PE firms pay modest base salaries to their portfolio company managers, are deeply
but add in highly variable and rich annual bonuses based on company
and individual performance, plus a long-term incentive compensation invested in the
package tied to the returns realized upon exit. This package typically performance of
takes the form of stock and options, which can be quite generous, their individual
especially for CEOs. One recent study of 43 leveraged buyouts pegged
the median CEO’s stake in the equity upside at 5.4 percent, while the business.
management team collectively received 16 percent.6

Top managers receive their annual performance bonus only if they

achieve a handful of aggressive but realistic performance targets.
This bonus is a “real” bonus — it is paid only if it is earned, unlike
the bonuses at public companies, which have become a reliable part
of overall compensation. PE firms will reduce or even eliminate bonus
payments if an operating company fails to achieve its targets.

Not only does management participate in the upside in a private equity

operating company, it also shares in the potential downside. CEOs
and select direct reports have real “skin in the game” in the form of a
meaningful equity investment in the acquired company. As this equity
is essentially illiquid until the PE firm sells the company, it reinforces
the alignment between top management’s agenda and that of the
PE shareholders, reducing any temptation to manipulate short-term
performance.

18 Strategy&
Some public companies have tried to create similar equity-based
incentives for their business unit heads; however, without that big
payday looming on the horizon when the business is sold, the upside
potential is simply not the same. Moreover, the equity awarded is stock
or options to buy stock in the parent company, not the individual unit.
Since the company stock is not unduly influenced by the performance
of one particular unit, these equity grants don’t usually inspire the
same sense of ownership among line managers.

Though public companies may not be able to match the rich equity-
based rewards of a successful PE venture, they can create a tighter
link between management pay and performance, particularly over the
long term. Companies can stimulate a “high-performance culture” by
strengthening their individual performance measures and incentives to
align them with true value creation (see “How to Pay for Performance the
PE Way,” next page). The first step is to reform the performance review
process so that it truly distinguishes and rewards star talent. All too
often, public companies reward mediocre performance with satisfactory
appraisals and bonuses that are only slightly lower than top-tier
bonuses. Poor performers are not shown the door but rather shuffled
around the organization. These seemingly good intentions on the part
of an employer de-motivate its best employees and breed a culture of
lackluster performance — the opposite of the private equity
environment.

To better align pay with performance, public companies need to “publish”

company-wide metrics and cascade them down to the individual level, at
least three levels down from the top of the organization. For each metric,
an aggressive but achievable target should be set to measure progress
against value creation. Individual performance reviews should be as
robust and fact-based as possible and evaluate an individual’s progress
toward these value creation targets. Incentive compensation should
constitute a large portion of the total pay package and be tied as clearly as
possible to individual and business unit performance, as well as long-term
company value creation.

Perhaps most important, companies need to identify those stars who

will thrive in a high-performance culture and those laggards who will
not. Low performers need to be transitioned out of the organization to
unleash the true value creation potential of those who remain.

Select stretch goals

As discussed, top private equity firms manage their portfolio companies

by developing and paying rigorous attention to a select set of key and
customized metrics. PE general partners quickly assess what matters in

Strategy& 19
How to pay for performance the PE way

• Define the behaviors that will • Design equity-based compensation

drive value creation (for example, to reward relative performance
motivating managers to act like against peers rather than stock
owners). market windfalls.

• Balance the total compensation • Reward executives for performance

package — fixed vs. variable, against metrics they can actually
short-term vs. long-term. influence.

• Encourage a long-term view • Reward value creation through

with a focus on longer vesting effective use of capital rather than
periods and multiyear just earnings and cash flow.
performance targets.
• Put some portion of executives’
• Make bonuses extraordinary wealth creation at risk by having
rather than ordinary. Award them participate in the downside as
variable pay based on individual well as the upside.
and team achievement of stated
goals. • Make the system transparent so that
investors, the board, executives, and
• Match rewards to strategy and employees have a clear line of sight
investment time lines. on what it takes to drive individual
wealth creation.

20 Strategy&
driving the success of an acquired company and then isolate these few
measures and track them. Private equity firms believe that a broad set
of measures complicates management discussions and impedes action.
They set clear, aggressive targets in a few critical areas and tie
management compensation directly to those targets.

PE firms watch cash more closely than earnings as a true barometer of

financial performance and prefer to calculate return on invested capital
(ROIC), which indicates actual returns on the money invested in a
portfolio company, rather than fuzzier measures such as return on
capital employed.

Many public companies are already following the private equity example
in developing “dashboards” that track the key measures of business
performance and longer-term value creation. Taking to heart the adage
“What gets measured gets done,” they are developing the right set of
metrics to convert strategy into action plans. Moreover, they are aligning
individual performance and incentives with company goals.

Ideally, companies want to create a virtuous cycle of performance

measurement and management (see Exhibit 5, next page). The vision
and long-term strategy should drive a set of specific initiatives. These
initiatives and their financial implications should, in turn, drive annual
plans and budgets and the development of aggressive but achievable
targets. These targets should measure progress against these initiatives
and, ultimately, the strategy.

The metrics should be explicitly reviewed at regular intervals (for

example, monthly). During these reviews, management should ask
three questions:

1) Are we doing what we agreed to do?

2) Are we getting the results we expected?

3) If results are lagging, how can we rectify? If results are exceeding

plans, how can we build on this success?

Strategy& 21
Exhibit 5
Virtuous cycle of planning and performance management

Planning and performance management cycle

1. Strategy 2. Planning

3. Budgeting
&
targeting

7.
Incentives Planning &
& performance
rewards management

4.
Forecasting
&
reporting
5. Performance
reviews

6. Behaviors & accountabilities

Source: Strategy&

22 Strategy&
Private equity points the way

Private equity firms enjoy a number of natural advantages when it

comes to building efficient, high-growth businesses, including a built-in
burning platform for change (an exit within 10 years), their tightly
aligned ownership and compensation models, and fewer institutional
loyalties and competing distractions. Public companies will not be free
anytime soon from quarterly reporting requirements, governance rules
meant to drive accountability and transparency, or the demands of a
vastly larger and more vocal group of stakeholders. Still, the boards
and executives of public companies can learn from the better practices
of PE firms and adapt them to the realities and constraints of their own
business model to create additional and lasting value.

Endnotes

1
“Leveraged Buyouts and Private Equity,” by Steven N. Kaplan and Per
Strömberg (Journal of Economic Perspectives, Winter 2009). pubs.aeaweb.
org/doi/pdfplus/10.1257/jep.23.1.121
2
Ibid, 123–124.
3
Ibid, 124.
4
Ibid, 129.
5
Ibid, 135.
6
Ibid, 131.

Strategy& 23
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