Category Archives: Private Equity

The Oft-Maligned Operating Partner and the Use of Tension Questions in Market Research

This post is going to get a little weird because it’s going to do two things at once.

  • Discuss an interesting, if dated, survey [1] I found on the sometimes tense relationship between CEOs and PE operating partners (and other senior advisors like executives in residence) [2].
  • Demonstrate how it makes great use of tension questions to make the report more interesting and reveal the drama in what could be an otherwise dry subject.

The former should interest executives of VC/PE-backed companies who want to work better with their advisors and, of course, to such advisors themselves. The latter should interest all marketers, but particularly those responsible for the periodic PR market studies [2] that many companies produce (e.g., Collibra’s Data Intelligence Index, Atomico’s State of European Tech, or Pigment’s Office of the CFO Report).

I love these studies because you can get not a two-fer, but a three-fer, in terms of benefits:

  • Thought leadership, via leading discussion of emerging ideas (e.g., ask CFOs about their AI strategy)
  • Increased market awareness, via promotion of the survey report
  • Stronger positioning. For example, Collibra’s index supports their migration from data governance (their historical roots) to a broader and more modern positioning in data intelligence.

And that’s not to mention the MQLs if you use your report as gated asset. Or any proprietary insights you gather from questions where you don’t publish the answers. Goosebumps. I love these things.

This report starts with some gem quotes that cut to the heart of the problem:

Most CEOs have little/no prior experience with this type of relationship. At the extreme, there can be mistrust, miscommunication, competitiveness, and misalignment — all of which distract from the value creation agenda.

Friction between CEOs and operating partners might be an unavoidable human condition. This relationship is unlike any other in the business world. It would be interesting to ask CEOs to draw where the operating partner fits within the context of their organization chart. We all know they are likely to draw the Board above them and all employees below them. But where would they draw the operating partner …As a sub-component of the Board above them? As a peer? As an independent advisor working for them?

But the real strength of this report is its use of tension questions, where you ask two groups about the same issue and then spotlight tensions between them. We don’t have to go far to find one:

They asked both CEOs and operating partners about operating partner NPS. They then compared CEO actuals with operating partner expectations and, bang, right at the outset, we have a gap you could drive a truck through. 39% of CEOs are detractors whereas operating partners expected only 3% detractors. Operating partners think they have a respectable NPS of 41, whereas CEOs report a dismal, actual NPS of -3.

Conclusion: operating partners have no idea what CEOs think of them. That’s a tension question at work.

But we’ve only just started the bus. Let’s back it up over the operating partners by looking at value added.

About 70% of operating partners think they add “significant value” through their work, while only 20% of CEOs do. Zero percent of operating partners think they add only “little value,” but nearly 30% of CEOs do. Brutal as this survey is, they forgot a category that might have made it worse: negative value-add. The minimum value-add from a helper isn’t zero. It’s negative. Some would-be help actually slows you down.

Note that these tension questions are not manipulative or loaded. They’re fair questions that simply shine a bright light on an actual tension. That’s what makes them great.

Now, let’s twist the knife by looking at the cost/benefit of operating partners.

Around half of CEOs think that operating partners don’t bring enough value to offset their perceived cost.  Ten times more operating partners than CEOs think that operating partners bring 10x+ their cost in value.

I’m ready to re-title this report: The Blissful Ignorance of Operating Partners.

They then move on to open-ended questions and verbatim responses. These are an important part of all surveys, but particularly so with tension surveys. We’ve identifed one or more massive gaps. Now, what do we want to do about them?

Here, they ask the CEOs:

What one suggestion would you make to operating partners/senior advisors to help them be more effective in creating value for your business?

And we get some great answers:

Focus on building a relationship of trust with the CEO, not dispensing advice being the deal partner’s operations spy.

Prioritize what actually creates value and listen to what management wants your help with.

They should be a resource to the CEO, not the board.

As someone who works as an advisor, I’d note that you don’t always get a choice in deciding whether the CEO or the board is your customer. For example, in my work with Balderton, I position myself as “a free service brought to you by Balderton Capital,” hopefully clearly communicating that while Balderton is paying me, I am working for you. That said, Balderton is paying me, so if you tell me you plan to destroy the company I may need to mention that to them.

These relationships can be inherently complex. They are simpler on the control-oriented PE side [4], where it’s not, “I work for one of the many investors,” but instead, “I work for the owners.” If you want to eliminate this complexity entirely, you can hire advisors directly, which many early-stage VC companies do [5]. That said, VC/PE advisors are often high caliber, fully booked, and expensive, so working through your investors may be the only way to access the ones you want.

Back to the survey, they then took some verbatims from companies with a good relationships between the CEO and the operating partner. Quotes:

Trust is essential. There are no “go arounds,” no undermining the leadership team.

Operating partners and the CEO talk candidly about the rules of engagement and communication protocols — including what not to do.

Every conversation is confidential and to be kept between the CEO and the operating partner (not shared with the Board or the management team).

Finally, they give the operating partners a chance to tell their side of the working-better-together story. Quotes:

Work collaboratively with the operating partners. [Theres is] zero payback in defending that you are already doing it right.

That we are there to help create equity value, which is in all our interests, and therefore a partnership approach is key — on both sides.

Trust us to have the discretion to keep certain conversations and information privileged.

As an advisor, I think the last point is key and if a CEO is concerned, an explicit conversation can usually help.

As a marketer, I loved this survey. It picked a great topic and executed against it well, with some awesome tension question and well-chosen verbatims. I can only guess why they didn’t run it annually and I personally wish they did — half the fun with this type of survey is watching how things change over time.

# # #

Notes

[1] This thing is not easy to find online. You can find some old references to it, but Blue Ridge Partners seems to have archived it off their website. Perhaps they felt it was outdated, or maybe they stirred the pot too hard. Since there is no copyright notice of any kind in the report, I’ve uploaded it here (highlighting mine), so you can see it.

[2] It’s dated (2018) but my hunch is the core issues haven’t changed that much.

[3] I don’t know what else to call them. They are definitionally market research, but they aren’t run with the primary intent of learning more about the market. They are typically run by PR/comms for purely marketing reasons. New insights can be a by-product, but they’re not the primary point.

[4] The side of PE where they buy a controlling stake of the company and which, I believe, is the primary focus of this report.

[5] Often done with equity compensation via a YC FAST advisor agreement to simplify the process.

Private Equity Funcast: A Board Perspective on Peopleops

I’m back for my second appearance on the ParkerGale Private Equity Funcast, this time speaking with Jimmy Holloran on topics related to Peopleops and the Chief People Officer (CPO) in a session entitled A Board Perspective on Peopleops.

Topic we cover include:

  • The role of HR and my mantra:  help managers manage
  • What help means and taking pride in a supporting role
  • Help who?  (Managers or employees)
  • Hiring and recruiting
  • Conflict aversion
  • The three golden rules of feedback
  • 9-box models
  • Giving a successful People update at board meetings
  • Scorecards and the infamous “it’s all green” story
  • How to tell if the CPO is helping (hint: ask)

The episode is available on the ParkerGale site, Apple Podcasts, and Spotify.  For those interested, my first appearance — a romp that contrasts the PE and VC worlds with my old friend Jim Milbery — is available here.

My Two Appearances on the SaaShimi Podcast: Comprehensive SaaS Metrics Overview and Differences between PE and VC

The SaaShimi podcast just dropped the first two episodes of its second season and I’m back speaking with PNC Technology Finance banker Aznaur Midov, this time discussing some of the key difference between private equity (PE) and venture capital (VC) when it comes to philosophy, business model, portfolio company engagement, diligence,  and exit processes.  You can check out the entire podcast on the web here or this episode on Spotify or Apple podcasts.

I’ve also embedded it below:

Dave Kellogg on SaaShimi Discussing Differences between Private Equity and Venture Capital.

 

If you missed it and/or you’re otherwise interested, on my prior appearance we did a pretty darn comprehensive overview of SaaS metrics, available here on Apple podcasts and here on Spotify.

I’ve embedded this episode as well, below:

Dave Kellogg on SaaShimi with a Comprehensive Overview of SaaS Metrics.

 

Thanks Aznaur for having me.  I think he’s created a high quality, focused series on SaaS.

Whose Company Is It Anyway? Differences between Founders and Hired CEOs.

Over the years I’ve noticed how different CEOs take different degrees of ownership and accountability when it comes to the board of directors.  For example, once, after a long debate where the board unanimously approved a budget contingent on reducing proposed R&D spending from $12M to $10M, I overhead the founder/CEO telling the head of R&D to “spend $12M anyway” literally as we walked out of the meeting [1].  That would be one extreme.

On the other, I’ve seen too-many CEOs treat the board as their boss, seemingly unwilling to truly lead the company, or perhaps hoping to earn a get out of jail free card if good execution of a chosen plan nevertheless fails.

This all relates to a core Kellblog theme of ownership — who owns what — that I’ve explored in some of my most popular posts:

Let’s now apply the same kind of thinking to the job of the CEO.  Startup CEOs generally fall into one of two categories and the category is likely to predict how they will approach the ownership issue.

Founder CEOs:  It’s My Company

Founders think it’s their company, well, because it is.  Whether they currently own more than 80% or less than 5% of the stock, whether they currently even work there anymore or not, it’s their company and always will be.  CEOs will come and go along a startup’s journey, but there is only one founder [2].  The founder started the company and made a big cultural imprint on it.  Nothing can take that away.

However, as soon as a founder/CEO raises venture capital (VC) they have decided to take investing partners along on the journey.  The best VC investors view their relationship with the founder as a partnership:  it’s the founder’s company, we are investing to partner with the founder, and our primary job is to advise and support the founder so as to help maximize the outcome.

However, VC investors are material shareholders, typically negotiate the contractual right to sit on the board of directors, and have certain governance and fiduciary duties as a part of sitting on the board.  (Those fiduciary duties, by the way, get complicated fast as VC board members also have fiduciary duties to their funds as well [3].)

Most of the time, in my experience, VCs run in advice/support mode, but if a company starts to have continual performance problems, is considering a new financing, or evaluating potential exit opportunities (e.g., M&A), founders can get a quick (and sometimes stark) reminder of the “second hat” that their VCs wear.

While it’s always spiritually the founder’s company, it’s only really and totally the founder’s company if they’ve never raised money [4].  Thankfully, most founder/CEOs don’t need to be reminded of that.  However, some do [5].

Hired CEOs:  It’s the Board’s Company vs. It’s My Company to Run

You become a hired CEO primarily through one path — climbing the corporate ladder at a large tech company [5a], reaching the GM or CXO level, and then deciding to branch out.  While virtually all hired CEOs have been large-tech CXOs or GMs, not all large-tech CXOs or GMs are wired to be successful as CEOs in the more frenetic world of startups.

Regardless of whether they should take the plunge, the problem that CEOs sometimes face is fighting against decades of training in climbing the corporate ladder.  Ladder-climbing wires you with three key priorities [6]:

  • Always make the boss look good
  • Never surprise the boss
  • Build strong relationships with influential peers

The problem?  When you’re CEO of a startup there is no boss and there are no peers.  Yes, there is a board of directors but the board/CEO relationship is not the same as the manager/employee relationship with which corporate execs are so familiar.

Yes, boards provide strategic and financial input, support, guidance, help with recruiting, and occasionally help with sales, but boards don’t run companies.  CEOs do.  And to repeat one of my favorite CEO quotes from Sequoia founder Don Valentine:  “I am 100% behind my CEOs up until the day I fire them” [7].

The challenge for hired CEOs is for them to understand:  it’s not my company in the sense that I founded it, but it is my company to run.  It’s not the board’s company to run and the board is not my manager.  The board is my board, and it’s not at all the same relationship as manager/employee.

Because this is somewhat conceptual, let’s provide an example to make this concrete.

“It’s My Company” Thinking “It’s the Board’s Company” Thinking
Based on what is happening in the market and our models we think it’s best to shoot for growth of X% and EBITDA margin of Y% How much do you want us to grow next year and at what EBITDA margin?
We believe we need to focus on a vertical and we think Pharma is the best choice. We were thinking that maybe we could focus more on a vertical, what do you folks think?
We think we should hold off doing channels until we’ve debugged the sales model. You told us to do channels so we signed up 17 partners but no one is actually selling anything.  Maybe it wasn’t a great idea.
Pattern:  we think we should do X and here’s why.  Please challenge it. Pattern:  we are here to do what you want, so what do you want us to do?  

CEOs need to remember that:

  • The management team spends 50-60 hours/week working at the company.  The board might spend that same amount of time in a year [8].  The team is much, much closer to the business and in the best position to evaluate options.
  • Even if they don’t always sound that way, the board wants the CEO to lead.  The scariest thing a new CEO can say is “it looks like you guys had a bad quarter” [9]. The second scariest thing is “looks like we had a bad quarter, what do you want us to do about it?”  Instead, they want to hear, “we had a bad quarter and here’s our plan to get things back on track.  Please give us frank feedback on that plan because we want the best plan possible and we want it to work [10].”
  • The CEO’s job is not to execute the board’s plan.  The CEO’s job is to work with the team to create the plan, get board approval of it, and then execute.  If the plan doesn’t work, the CEO doesn’t get to say “but you approved it, so you can’t fire me.” The job was to both make and execute the plan.

Finally, there are certain risk factors that can increase the chance a hired CEO will adopt the wrong type of thinking:

  • PE-backed firms.  In most venture-backed firms, a hired CEO will find a board consisting of several different venture capital partners, each with their own opinion.  Even though most venture boards do end up with an Alpha member [11], it’s still hard for the CEO to get confused and think of the Alpha member as the boss.  In a PE-backed firm, however, the board may consist of a single investing partner from the one firm who owns the company, perhaps accompanied by a few more junior staff.  In this case, it’s fairly easy for the CEO to revert to CXO-mode and treat that board member as “the boss” as opposed to “the board.”  While PE firms are more active managers who often come with playbooks and best practices consultants, they still want the CEO to be the CEO and not the EVP of Company.
  • First-time CEOs.  Veteran CEOs have more time to learn and understand the board/CEO relationship.  First-timers, fresh from climbing the corporate ladder, sometimes have trouble with the adjustment.

If you’re in either of the above categories or both, it’s important to ask yourself, and most probably your board, about what kind of relationship is desired.  Most of the time, in my estimation, they hired a CEO because they wanted a CEO and the more leadership you take, the more you think “my company” and not “board’s company,” the better off everyone will be.

Finally, you may also want to read this post about the board/CEO relationship which includes another of my favorite passages, on what I call the Direction Paradox.

The Direction Paradox
While discussions, challenges, advice, and questioning are always good, when boards give operational direction (i.e., “you should do X”) they risk creating a paradox for the CEO.  It’s easy when the CEO agrees with the direction and in that case the direction could have been offered as advice and still would have been heeded.
It gets hard when the CEO disagrees with the direction:

Case 1:  If the CEO follows the direction (and is correct that it was wrong), he or she will be fired for poor results.
Case 2:  If the CEO fails to follow the direction, his or her political capital account will be instantly debited (regardless of whether eventually proven right) and he or she will eventually be fired for non-alignment as the process repeats itself over time.

In case 1, the CEO will be surprised at his termination hearing.  “But, but, but … I did what you told me to do!”  “But no,” the board will reply.  “You are the CEO.  Your job is to deliver results and do what you think is right.”  And they’ll be correct in saying that.

Once caught in the paradox, weak CEOs die confused on the first hill and strong ones die frustrated on the second.

See the post for advice on how to prevent the Direction Paradox from starting.

# # # 

Notes
[1] And clearly within earshot of the directors

[2] To simplify the writing, I’ll say “one founder” meaning “one founder or equivalent” (i.e., a set of co-founders).  To the extent that this post is really about the CEO role, then it does flip back to one person, again — i.e., that co-founder (if any) who decided to take the CEO role.  This post isn’t about non-CEO co-founders, but instead about [co-]founder CEOs.

[3] See this 27-page classic (PDF) by Wilson Soncini, The Venture Capital Board Member’s Survival Guide:  Handling Conflicts While Wearing Two Hats.  It’s a must-read if you want to understand these issues.

[4] Increasingly, experienced founders (and/or those sitting on a hot enough hand) are able to raise venture capital and maintain near-total control.  Mechanisms include: a separate class of founder stock with 10x+ voting rights; control of a majority of the board seats; or protective provisions on the founder stock, such as the right to block a financing or sale of the company.  Even in such cases, however, a high-control founder still has fiduciary duties to the other shareholders.

[5] I believe incubators (and the like), by removing a lot of hard work and risk in starting a company, can inadvertently produce what I call “faux founders” who — when it comes to the business side of the company — act more like first-time hired CEOs than typical founders.  Don’t get me wrong, plenty of fine founder/CEOs come out of incubators, but I nevertheless believe that incubators increase the odds of creating a founder/CEO who can feel more like a CTO or CPO than a CEO.  That’s not to say the company won’t be successful either with that original founder or a replacement; it is to say, in my experience, that incubator founders can be different from their non-incubated counterparts.

[5a] And even better, helping to make it large while so doing.

[6] Like it or not, it’s not a bad three-part formula for climbing the corporate ladder.  And the “don’t surprise” rule still applies to boards as it does to managers.

[7] Note that any idea that the CEO might quit doesn’t seem to exist in his (or most VC’s) mind.  That’s because it’s incomprehensible because it’s a career mistake that may well make the person unemployable as CEO in a future VC-backed startup.  Who, after all, wants to hire the Captain of the Costa Concordia?  See this post, Startups CEOs and the Three Doors, for more.

[8] 6 board meetings at 4 hours = 24 hours, one hour prep per board meeting = 6 hours, 2 hours x 4 committee meetings = 8 hours, 2 hours/month on keeping up with news, updates, monthly reports = 24 hours.  Total of 62 hours/year for a committee member, less if not.  Time can vary widely and may be much higher if the board member is providing ad hoc support and/or ad hoc projects.

[9] Oh no!  The new CEO doesn’t even yet consider himself one of us!

[10] Because it’s not about ego or authorship, it’s about the best results.

[11] Often, but not always, the person who led the Series A investment.

Joining the Profisee Board of Directors

We’re announcing today that I’m joining the board of directors of Profisee, a leader in master data management (MDM).  I’m doing so for several reasons, mostly reflecting my belief that successful technology companies are about three things:  the people, the space, and the product.

I like the people at both an investor and management level.  I’m old friends with a partner at ParkerGale, the private equity (PE) firm backing Profisee, and I quite like the people at ParkerGale, the culture they’ve created, their approach to working with companies, and of course the lead partner on Profisee, Kristina Heinze.

The management team, led by veteran CEO and SAP alumnus Len Finkle, is stocked with domain experts from larger companies including SAP, Oracle, Hyperion, and Informatica.  What’s more, Gartner VP and analyst Bill O’Kane recently joined the company.  Bill covered the space at Gartner for over 8 years and has personally led MDM initiatives at companies including MetLife, CA Technologies, Merrill Lynch, and Morgan Stanley.  It’s hard to read Bill’s decision to join the team as anything but a big endorsement of the company, its leadership, and its strategy.

These people are the experts.  And instead of working at a company where MDM is an element of an element of a suite that no one really cares about anymore, they are working at a focused market leader that worries about MDM — and only MDM – all day, every day.  Such focus is powerful.

I like the MDM space for several reasons:

  • It’s a little obscure. Many people can’t remember if MDM stands for metadata management or master data management (it’s the latter).  It’s under-penetrated; relatively few companies who can benefit from MDM use it.  Historically the market has been driven by “reluctant spend” to comply with regulatory requirements.  Megavendors don’t seem to care much about MDM anymore, with IBM losing market share and Oracle effectively exiting the market.  It’s the perfect place for a focused specialist to build a team of people who are passionate about the space and build a market-leading company.
  • It’s substantial. It’s a $1B market today growing at 5%.  You can build a nice company stealing share if you need to, but I think there’s an even bigger opportunity.
  • It’s teed up to grow. On the operational side, I think that single source of truth, digital transformation, and compliance initiatives will drive the market.  On the analytical side, if there’s one thing 20+ years in and around business intelligence (BI) has taught me, it’s GIGO (garbage in, garbage out).  If you think the GIGO rule was important in traditional BI, I’d argue it’s about ten times more important in an artificial intelligence and machine learning (AI/ML) world.  Garbage data in, garbage model and garbage predictions out.  Data quality is the Achilles’ heel of modern analytics.

I like Profisee’s product because:

  • It’s delivering well for today’s customers.
  • It has the breadth to cover a wide swath of MDM domains and use-cases.
  • It provides a scalable platform with a broad range of MDM-related functionality, as opposed to a patchwork solution set built through acquisition.
  • It’s easy to use and makes solving complex problems simple.
  • It’s designed for rapid implementation, so it’s less costly to implement and faster to get in production which is great for both committed MDM users and — particularly important in an under-penetrated market – those wanting to give MDM a try.

I look forward to working with Len, Kristina, and the team to help take Profisee to the next level, and beyond.

Now, before signing off, let me comment on how I see Profisee relative to my existing board seat at Alation.  Alation defined the catalog space, has an impressive list of enterprise customers, raised a $50M round earlier this year, and has generally been killing it.  If you don’t know the data space well you might see these companies as competitive; in reality, they are complementary and I think it’s synergistic for me to work with both.

  • Data catalogs help you locate data and understand the overall data set. For example, with a data catalog you can find all of the systems and data sets where you have customer data across operational applications (e.g., CRM, ERP, FP&A) and analytical systems (e.g., data warehouses, data lakes).
  • MDM helps you rationalize the data across your operational and analytical systems.  At its core, MDM solves the problem of IBM being entered in your company’s CRM system as “Intl Business Machines,” in your ERP system as “International Business Machines,” and in your planning system as “IBM Corp,” to give a simple example.  Among other approaches, MDM introduces the concept of a golden record which provides a single source of truth of how, in this example, the customer should be named.

In short, data catalogs help you find the right data and MDM ensures the data is clean when you find it.  You pretty obviously need both.