Chapter 6 · Leading Deals
The Road to Partner
Making partner isn't a longer version of being a principal. The unit of work changes from the deal to the fund and the firm, and the decision to promote you is partly an LP decision. This module covers what actually changes at partner, how firms judge a track record that takes years to mature, how carried interest is allocated and vested inside the GP, what LPs look for in the people they back, and the alternative path of raising your own fund.
What changes at partner
| Principal | Partner | |
|---|---|---|
| Unit of work | The deal | The fund and the firm |
| Accountable to | The partners | LPs and the partnership |
| Economics | Salary, bonus, perhaps some carry | Carry is the main event, often with a personal GP commitment |
| Time horizon | This deal, this board | This fund, the next fund, succession |
| Key relationships | Founders | Founders, LPs and your own partners |
Partners still write checks. They also raise the fund, answer to LPs for its performance (chapter 7), hire, and set the firm's direction.
How track records get judged
The central problem: a principal's deals take years to prove themselves. Firms and LPs use proxies in the meantime.
- Attribution. Which deals were yours: sourced, led, board seat. Keep your own record, with dates, because memories are generous to whoever is telling the story.
- Markups, discounted. Later rounds at higher prices are evidence, but everyone knows marks aren't cash (module 7.3). A record with some realised exits carries far more weight.
- Judgment on the passes. What you declined, and why, once those companies' outcomes are known.
- Founder references. What the CEOs you work with say about you, especially about the hard moments.
Carry inside the GP
Carried interest (module 1.2) is paid to the GP entity, which then allocates it among the team. The usual mechanics:
- Carry points. Each person gets a share of the fund's carry pool, usually expressed as a percentage of the carry.
- Vesting. Allocations typically vest over several years, so leaving early means forfeiting some or all of the unvested part.
- Per fund. Your allocation in Fund III says nothing about Fund IV. Ask about both.
- Clawback exposure. If the GP has to return carry (module 7.1), the individuals who received it may have to contribute.
- GP commitment. Partners are often expected to fund part of the GP's own commitment to the fund, in cash.
Actual allocations vary widely and are rarely published. The site's compensation surveys are the best public benchmarks for salary and bonus; carry terms you'll mostly learn by asking. When you're offered carry, ask which fund, what share of the pool, the vesting schedule, what happens if you leave, and whether you'll be expected to commit capital.
LPs are part of the decision
LPs back people as much as firms. When a firm raises its next fund, LPs diligence the partners, including who is likely to be carrying the firm in five years. A principal close to partner may be introduced at the annual meeting, asked to present their companies, and reference-checked. Knowing what LPs look for (a clear strategy, consistency, alignment, honest reporting) is part of preparing for the role.
The other path: your own fund
Some principals conclude the fastest route to partner is to become one somewhere new: at another firm, or at their own fund. Raising a first fund is its own discipline: an investable strategy and track record, a small group of anchor LPs, and fund operations that meet institutional expectations (chapter 7). It takes longer than people expect; managers raising a first institutional fund commonly plan for well over a year.
What this means for you
Start building the evidence two years before you expect the conversation: your deal record with attribution, founder references you'd be happy for anyone to call, a published thesis (module 6.4), and a few LP relationships of your own. And ask your firm, directly, what it would take. The criteria are often less defined than you'd expect, and asking early is how you find out.
Resources
Primer: Carried Interest in Venture Capital Funds ↗
How carry is structured and paid at the fund level, including waterfalls and clawback, and why individual carry recipients can end up funding a clawback.
Carried Interest ↗
How carry is calculated and when it is actually paid.
OpenLP ↗
LPs writing about what they look for in GPs. Read it as a description of the people who will one day diligence you.
Raising A Fund? 9 Questions That Help Get You To GP/LP Fit ↗
The questions an LP uses to judge whether a fund is right for them. Useful long before you raise one.
Venture Unlocked ↗
Long interviews with GPs and LPs on how firms are actually built and run.
Go Deeper
VC Lab ↗
If the path you're weighing is your own fund: a free curriculum on forming one. It's run by a firm that also sells to emerging managers.