The document discusses strategies for recruiting executives, particularly for private equity firms seeking to fill Canadian positions. It addresses determining company needs through a gap analysis and considering the available candidate pool size and location. Creative recruitment solutions are outlined, such as expat relocation or recruiting Canadians living abroad. Company strengths and weaknesses are also evaluated in finding candidates, such as market opportunity, business model, and existing culture. Elements of executive compensation packages are reviewed, including salary, bonuses, options, relocation assistance, and other deal components.

1. Osgoode’s Private Equity Transactions
© 2009 Copyright Vell Executive Search
Cross-Border
Executive Recruiting
Dora Vell,
Managing Partner
Waltham, MA | www.vell.com
January 16, 2009

2. Source of the Challenge
1. Strong preference for Canadian executives
2. Challenge finding some profiles in Canada
January 16th, 2009 © 2009 Copyright Vell Executive Search 2

3. Key Drivers of Search Strategy
Company Needs
Search Strategy
&
Compensation Package
Company
Assets / Deficits
Candidate
Pool
January 16th, 2009 © 2009 Copyright Vell Executive Search 3

4. Company Needs
• Market dynamics
• Competitive dynamics
• Gap analysis
January 16th, 2009 © 2009 Copyright Vell Executive Search 4

5. Candidate Pool
• Pool size
• Geographic distribution
• Supply & Demand
January 16th, 2009 © 2009 Copyright Vell Executive Search 5

6. Creative Ways to Recruit Stars
• Expat relocation
• Commuter executive
• Non-US Origin in US
• Canada-phile
• Step-up candidate
• Board augmentation
• Older candidates
January 16th, 2009 © 2009 Copyright Vell Executive Search 6

7. Company Assets / Deficits
Business Opportunity • Market Opportunity
• Competitive Edge
• Business Model/ Go to Market Model
• Financials & Cap Table Composition
• Existing Customers
People • Company Culture
• Existing Executives and Board
Role • Role Opportunity & Responsibility
• Location
• Resources
January 16th, 2009 © 2009 Copyright Vell Executive Search 7

8. Key Take-Aways
• Focus on objective rather than “Canadian”
• Do not assume US candidates are
unaffordable
• Improve odds with creative solutions
• Leverage non-compensation assets
January 16th, 2009 © 2009 Copyright Vell Executive Search 8

9. Impact of Current Environment
• Look for Stars that may be in transition
• Opportunity to Top-grade your executive team
• Opportunity for many executives to re-price their
options by moving away from current situation
• Opportunity to Top-grade your board
• Create a skills matrix and execute a talent
strategy
• Consider all aspects of compensation
January 16th, 2009 © 2009 Copyright Vell Executive Search 9

10. Short Term Bonus
• Multi-year guarantees
• No pro-ratio in 1st year
• Target conversation
• No short term bonus
Elements
of the Deal
Base Salary
• Starting salary
• Guaranteed raises
• Raises based on events
Termination Clauses
• Termination with or without cause
• Termination ranges
• Elements of termination
Others in the Deal
• Spouse
• Accountant
• Financial Advisor
• Attorney
Co-Investing
• Ability to buy in at the
venture capital price
• At beginning
• Later rounds
• Loans to do this
Long Term Bonus
• Cash
• Options - % of base
• Restricted Stock
• Event triggered
Sign-On Bonus
• Make whole
• Multi-year
• Fit employee on with current
salary structure & pay more
Options
• Up-front
• Out-of-money grants
• Performance/event related grants
• Guarantees of future grants
• Synthetic options on stock of current employer
Relocation
• Up-front payments vs.
pay for costs
• May be hidden way to
increase offer
• Understand cost of living
differentials
Loans
• Way to pay people out
• May be housing differential
mechanisms
• May be forgiven over time
•Clause regarding buyback in case of
termination
• Watch SOX regulations
January 16th, 2009 © 2009 Copyright Vell Executive Search 10