Private Equity Incentives: Real Ownership, Real Complexity with Clifford Chance's Sonia Gilbert

Private equity incentive plans work on a different logic to listed-company schemes: real ownership, real money at risk, and a payoff that only lands at exit. This episode is a working guide to how they are built and who they are built for.We are joined by Sonia Gilbert, partner at Clifford Chance, where she advises on remuneration with a focus on private equity and management incentivisation. Host and Optio CEO Christoffer Herheim draws on her experience across MIPs, broad-based plans, and everything in between.The conversation moves from first principles to the practical detail: why capital gains treatment shapes so much design, why companies use pooling vehicles and SPVs rather than putting employees on the share register, and how liquidity windows and top-up incentives keep people motivated when a hold runs longer than planned.In this episode:Management equity versus listed LTIPs, and why ownership is the goalTax as a design driver: capital gains, income, loans, and buying real sharesHow broad to go, and the tiered structures that make it workPooling vehicles, EBTs, and why employees rarely hold shares directlyValuation, hurdles, and the waterfall: communicating what a plan is really worthWhether you advise PE-backed companies or sit inside one, this is a grounded look at what good management incentivisation actually takes.Please note: This podcast content is for informational purposes only and is not intended as professional advice. Always consult qualified legal, tax, and financial advisors for guidance specific to your situation.For more information Check our website: https://www.optioincentives.com/stock-n-roll Follow Optio on LinkedIn: https://www.linkedin.com/company/optio-incentives Message us here Join Stock 'N Roll with Christoffer Herheim, CEO and co-founder of Optio, as we break down what works—and what doesn’t—in equity compensation, with insights you can act on.