What happens to carry if you leave

Can those who are mid to senior levels in PE describe what happens with your carry if you leave? Say you decide to join a rival firm, are deals that you've worked on forfeited? What about deals that have a successful exit before you leave, are you still paid on your carry for that deal?

25 Comments
 

Not sure I agree with this... it's pretty standardized that you keep your vested carry, which is vested over a simple straight-line term, and forfeit any unvested carry. It's also not at all expensive to have a lawyer review your contract before you sign/start, if you choose not to understand your contract until you leave that's on you.

Don't pretend that hedge funds don't also structure contracts to be extremely advantageous to them - they also use the exact same vesting concepts to make it hard for people to leave

 

This is all spelled out in a contract - you get vested carry, but you forfeit any unvested carry. Vesting is less about deal exits and more about earning your interest in the fund (so if your vested carry has an exit down the road after you leave, you will still get money)

Unvested carry is forfeited, ASO/VP level is usually out of luck but if you are very senior your new firm will buy it out, often with additional carry in your new fund

 

VP in PE - LBOs:

Find it quite funny how people think that any agreements are binding. Generally, your carry is everything but guaranteed. There are definitely firms that will screw you over as much as possible (they can do that through leaver clauses and a myriad of other tricks). Have seen cases where people easily lost 30-50% (of vested portions), sometimes even when still employed with the firm (just to reduce the windfall and by that hold them captive). Don't get me wrong, many firms probably stick to their word but always watch out and consult with legal specialists before making any move.

Huh? It’s laid out clear in the carry plan award letter which is legally binding. They can’t do that.

 

VP in PE - LBOs:

Find it quite funny how people think that any agreements are binding. Generally, your carry is everything but guaranteed. There are definitely firms that will screw you over as much as possible (they can do that through leaver clauses and a myriad of other tricks). Have seen cases where people easily lost 30-50% (of vested portions), sometimes even when still employed with the firm (just to reduce the windfall and by that hold them captive). Don't get me wrong, many firms probably stick to their word but always watch out and consult with legal specialists before making any move.

Huh? It’s laid out clear in the carry plan award letter which is legally binding. They can’t do that.

Huh? You realize how flexibly it's worded 

 

Carry Agreements typically give the GP an option (at their sole discretion) between the following if an employee leaves or is terminated (not for cause):

  1. Status Quo Option: let's say you leave when you are only 20% vested, then in let's say 7 years time when carry pays out for everyone you'll get 20% of what you could have gotten should you have stayed.
  1. GP Buy-Out: This is the most common (unfortunately). The GP has the right to buy you at at the fair value multiplied by how much is vested. You get no benefit from future appreciation. Upside is you get cash upfront, downside is it is capped at whatever the FMV is of the carry. Let's say you leave in year 2.5 and you have 30% vested but the TVPI is really low like 1.2x, you'll get bought out when the carry amount is kinda low. Naturally if you leave before two years you lose the capital gains benefit...
  1. GP deferred buyout with interest (aka PAINAL): this is identical to option 2 but the GP can pay you that fixed amount over 5 years in equal installments + 8% in interest. This one really screws you since you get way less upfront and it will be based on a frozen carry amount when the fund is younger and may not have much if any carry accrued.

Sadly Options 2 and 3 are considered 'market' where as I think most people thinks option 1 is how it works. Long story short, if you leave before your carry is 100% vested then you will get FKD.

 

This is a good explanation but also a good reminder for everyone to 1) read your contract and 2) spend the $100-200 to have an employment lawyer read the carry docs and help you understand them before you sign them.

If you leave, what happens with your carry should be crystal clear to you before you even give notice. It's only the employee's fault if #2 or #3 is in your contract and you think it's #1 and are surprised by the golden handcuffs when you try to leave.

 
Most Helpful

You can absolutely get a consult with an employment lawyer for $200. Source: I have done it at least 5x.. every single time I've signed an important contract. It's foolish to not get legal advice for something like carry which is worth many times what you'll pay for the consult.

Agree on it being hard to negotiate but it's absolutely on the employee to understand what happens with the carry and no one should be surprised by getting "screwed" if it's in the contract. If the docs screw you, just keep recruiting.

 

thanks for the great explanation. To clarify on the original post, does this mean that at more senior levels (director, VP, etc) that there are no special clauses for deals that you led or were working on? Its basically just when that particular fund is paid out (option 1) or you are bought out (option 2,3)?

I'm not familiar with carry negotiations. What would be considered 'market' for some at director or VP level? How hard can you push on this?

 

Seriously. I’ve seen some pretty painful vesting forfeiture terms, but nothing as bad as those discussed in this thread.

Theoretical question: if 50% of vested carry is forfeited upon leaving, is it really even “vested?” The whole concept of vesting is that you get to keep it when you leave!

I can somewhat see the argument of forfeiting some vested carry upon competing, that is common, but not upon simply leaving (as a good leaver).

As for having a lawyer review your carry contract prior to signing, I’ve found that most lawyers don’t have a very deep appreciation for the way carry truly works. They are good at commenting on general employment related things, but they are less thoughtful in PE specific issues.

I actually have/do explain carry provisions to a number of my clients, but only so they can appreciate what they are signing up for — not so that they can actually negotiate the terms. They have all the leverage but you can always find another job or decline the offer. I’ve personally walked away with incredibly punitive carry terms as one of the primary reasons. Some people aren’t even given the relevant documentation from their firm — they just get a side letter with a few key terms but a complete lack of detail (really important detail)!

Lastly — on the firm buying out your carry — this is usually for the capital commitment as opposed to the carry.

CompBanker’s Career Guidance Services: https://www.rossettiadvisors.com/
 

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