A specialist unit of
Roes Advisory

Practical knowledge for PE professionals.

Short, focused articles on the real-world challenges of managing MIPs — written from hands-on experience with PE-backed businesses across Europe and the UK.

Foundations
What is a management incentive plan — and how does it actually work?

A plain-English guide to MIPs in private equity — how they work, how value is created for participants, and what every management team member should understand before signing.

Aaron Roes · 14 min read READ →
Foundations
Beyond MIP vs MEP — the terminology, the sizing, and the conversations no one has

The terminology is mostly interchangeable — but the design choices behind a MIP are not. A practical look at how to think about pool size and structure when nobody quite knows where the benchmark sits.

Aaron Roes · 13 min read READ →
Foundations
Pool design over time — handling joiners, leavers, and mid-life additions

A MIP pool sized at closing rarely stays the right size. Good leavers retain shares, additional equity rounds dilute management, new senior hires need allocations. How to design a programme that survives the holding period.

Aaron Roes · 13 min read READ →
Entry
The documentation you need to set up a MIP correctly

Most MIP documentation is written to close the deal, not to run the plan. The three layers of the document set, the definitions that decide everything later, and where setup quietly fails.

Aaron Roes · 13 min read READ →
Entry
Participant onboarding: what goes wrong, and how to prevent it

The most common onboarding failures — missing signatures, incorrect entry valuations, incomplete data — and the process that prevents them.

Aaron Roes · 12 min read READ →
Entry
The three most expensive MIP administration mistakes — and how to avoid them

After working across dozens of PE-backed programmes, the same errors come up time and again. None of them are complicated. All of them are avoidable.

Aaron Roes · 11 min read READ →
Hold
Who actually owns the MIP? Fund, CFO, or counsel?

Everyone has a piece of the responsibility — but nobody has the whole picture. The ownership gap that causes most MIP administration problems.

In this series Aaron Roes
Hold
Good leaver, bad leaver — and everything in between

The leaver provisions in most MIP agreements are clear in theory. In practice, the edge cases — illness, restructuring, partial exits — are rarely covered well.

In this series Aaron Roes
Hold
Spreadsheets and MIPs: when it works, and when it really doesn't

Most programmes start in Excel. We look at where spreadsheets are genuinely fine, and where the risk of staying in them starts to outweigh the cost of moving.

In this series Aaron Roes
Hold
What happens to your MIP when you do an add-on acquisition?

In a buy-and-build strategy, every acquisition raises the same question: do the incoming management team members participate in the existing MIP — and on what terms?

In this series Aaron Roes
Hold
How do you keep a MIP current during a five-year buy-and-build?

Multiple acquisitions, a growing management team, changing structures — the discipline required to keep a MIP accurate over a long and active holding period.

In this series Aaron Roes
Exit
Why most MIPs aren't ready for exit — and what to do about it

The moment a sale process starts is the worst time to discover that your MIP documentation is incomplete. The five most common exit-readiness failures.

In this series Aaron Roes
Exit
How does a MIP waterfall work — and what determines the outcome for participants?

How proceeds flow from enterprise value to individual participant — and the assumptions, thresholds, and structures that determine each person's net outcome.

In this series Aaron Roes
Exit
Cross-border MIPs at exit: the jurisdiction problems you want to avoid

In a European portfolio, exit means coordinating tax treatment across multiple jurisdictions simultaneously. The problems that arise, and how to prepare for them.

In this series Aaron Roes
Advanced
MIPs in secondary transactions: what changes when the fund changes hands?

A secondary buyout raises unique questions for the management team: does the MIP continue, reset, or convert? What happens to vesting, valuations, and existing commitments?

In this series Aaron Roes
Advanced
Management equity and tax: what every CFO needs to know

The tax treatment of MIP proceeds varies significantly across jurisdictions and structures. The key questions every CFO should be asking — and when to involve a specialist.

In this series Aaron Roes

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