Interviewer / Host (6:05)

Jay, great to see you.

Jay Ripley (6:06)

Great to see you, Ted. Thanks for having me.

Ted Seides (6:07)

I'd love you to take me down.

Interviewer / Host (6:08)

Your path into the investment world.

Jay Ripley (6:11)

Growing up I was a military brat. We moved around as my dad was in the service a number of different places. We ultimately settled in a small town in Georgia. My father then launched a business that had become successful later in his life. So when I went off to university I knew that having seen him succeed in business, that was a path I was very interested in. Ultimately settled on accounting or finance as the two areas where my dad said look, everybody I know who does that has a job. And so at the end of the day I want you to go to school and I want you to have a good paying job. So I got into finance and then ultimately followed a very traditional path where after graduating I started in investment banking working for what was then called Wachovia pre global financial crisis. I joined them at a really interesting time when it was really the heat of that bubble that led up to the global financial crisis. Wachovia as an institution had jumped with two feet into that. They purchased golden west which was doing all day mortgages. I was in the financial services group, which itself was at the epicenter of all these issuers and folks that were growing and innovating on the financial. It was this incredible opportunity to grow and learn and see the bull run up the good, the bad, the ugly that came with that and ultimately the crash that came on the other side of that.

Interviewer / Host (7:16)

How did being a military brat shape you both as a kid and then throughout your life?

Jay Ripley (7:22)

As a military brat you learn pretty quickly to tolerate uncertainty. You're constantly being put in positions where I think my dad retired when I was in fifth grade, fifth or sixth grade. And so all through elementary school we would move every year. So we lived in Texas and Louisiana and Germany and California and R Island. We with a bunch of places. You just got used to making new friends and just figuring it out. Both my parents, God bless them, were in the service. They're both are veterans. You just learn to deal with uncertainty. You learn some grit. Because when you're going to a new school and you just made friends and now you're going to the next one, that's actually served me really well in investing. Being willing to sit with discomfort is something that a lot of folks struggle with. And I'm not saying it's easy or I always am able to do it, but that upbringing has been helpful for me in terms of living with uncertainty and discomfort and being able to soldier through it onto higher and better places.

Interviewer / Host (8:08)

How did you internalize that into what you wanted to do next when things were certainly challenging?

Jay Ripley (8:13)

At that time, becoming an investment banking analyst was the North Star for anybody graduating with a finance degree. I really had pursued that path. Not with a lot of thought, frankly. When I was in investment banking, I was working with a lot of smart folks. I learned a ton kid from a small town in Georgia. I was just in awe every day that I was even there. We had worked on a number of deals when I was in banking, where private equity is involved. I'd had a successful first year, and they really were pushing me to go and look at the buy side as an opportunity. I think that Wachovia liked the idea that they could show exit opportunities. So I had some mentors that were pushing me in that direction and saying I should think hard about that. I went through a process and joined Stonepoint Capital, a private equity fund focused on financial services.

Interviewer / Host (8:51)

So what was your time at Stonepoint like?

Jay Ripley (8:53)

It was trial by fire. I joined in August 2008. Obviously there was a lot going on at that time. Had AIG and then ultimately Lehman a month later. We were looking for the first couple years at the carnage in financial services markets. I was in particular focused a lot on mortgages. We ultimately bought a business that sold foreclosures at auction. That was one of the more successful investments that Stonepoint made during that era. It was an incredible training ground because probably a year into that time period, we'd had a week where a number of very prominent folks in the financial services community had come through looking for capital or looking for advice. Stonepoint as a whole had Chuck and Steve and Jim and this incredible group of senior executives. I worked particularly closely with Nixar Beam and Aga Khan. They were great mentors and taught me a lot of what I know about investing. And I remember I was sitting in a meeting, there was this other group presenting, and I thought to myself, this is the peak. Sitting in that room with capital behind you and the ability to effectuate a transaction was as good as it gets. When you can be a principal investor, it's an incredibly exciting opportunity. And as a fiduciary, it carries a lot of weight. And so they had a lot of trust in me. I was there for six years. I learned a ton when I was there in terms of how to prepare, how to work hard, how to analyze a variety of different businesses. Financial services is a great training ground for investing broadly because you're not just looking at things at a company level. You're actually studying financial services businesses. They would look at a business that originated some form of asset and say, what do I think of the asset quality? What do I think the residual values might look like in that particular industry? Do I want to own the originator, the servicer, some form of service business serving that industry? It really forced you to take a 360 perspective. Whether it was aircraft leasing or mortgage origination or wealth management, or pick your financial services vertical, it was a lot more complicated and complex than I'm looking at a restaurant and what's the store level? Ebitda. In hindsight, financial services is the best launching pad for a future career in investing.

Interviewer / Host (10:43)

So when you realized you reached the peak, how do you then decide to descend off the peak and go somewhere else?

Jay Ripley (10:50)

I loved a lot of the things that involved working in private equity, and there was a lot of prestige and glamor to it. You were announcing big deals, you were working on important things. At a very young age, I was sitting on boards. But my favorite part was I loved working with the owner operators that we partnered with. And so Stonepoint in particular had more of a partnership or orientation at that time. They were doing a lot of 5149 deals where you would approach a founder owner who had grown their business. It was a labor of love for them. And Stonepoint would say, we're going to buy 51%, you're going to own 49. So we're going to have control, but it's going to be a stalemate. We've got to learn to work with you. We've got to learn to partner with you. In many cases, we were really forced to come to a consensus with the management team in a way that I later learned you wouldn't normally see in private equity. Usually it's, here's the plan and you can either do it or I'm going to fire you. I worked with a number of owner operators that I admired, and I thought to myself, I would love to be an owner operator one day. I loved investing. I loved private investing. I loved the craft of it. As I thought about what I wanted to do in the future, the first thing was I wanted to live in the South. I loved living in the Northeast. But I grew up in rural Georgia, and she's from North Carolina. We knew we wanted to live back in the south at some point. So that was a long term goal we had. And the second thing was I wanted to be an owner operator myself, but I wanted to be able to invest for the rest of my career. As I was working at Stonepoint, we had a group that was doing more wealth management style investing. They were looking at various aggregators and as part of it, I was reviewing and talking to the folks that were working on it. And I had supported a landscape review of a multifamily office that we had invested in at that time. 2012 I think it was. And as part of that I learned about the OCIO space. Firms like gem I took note of. Oh, they're based in Charlotte and that's an area that over time could be of interest to me. But it's very hard to leave the peak. It's very hard to leave a place where I work with people I admire. I learn something new every day. Stonepoint had a lot of success when I was there and has continued to thrive. Just a terrific group of people. I felt like it needed to be the right opportunity for me to want to move on.

Interviewer / Host (12:39)

How did that opportunity arise?

Jay Ripley (12:41)

A little bit serendipitously. Stonepoint had seeded a hedge fund called Castlepoint. So it was based in Stonepoint's office. I was roommates with one of the senior analysts there and friendly with the portfolio manager, a guy named Todd Combs, who later became quite famous for joining Berkshire. Todd and I were close friends. The GEM team was at a point where they had grown the business from a startup to a more scaled boutique ocio. They were looking for their next head of private equity and I was introduced to them by a mutual friend as I was thinking about Charlotte and Atlanta and all the potential opportunities that might be out there. That team had previously been at dumac. Dumac were the first LP in Castle Point way back when. So they had talked to Todd, who must have said nice things about me. And so we ultimately engaged in a discussion process. I was a little bit uncertain about going from a GP seat to an LP seat. That felt like something I was still trying to wrap my head around and understand. And what ultimately got me excited about though was as I talked to the GEM team, as Matt told you when he was on the podcast, GEM had thrus and Stephanie and Hugh and the other founders of JEM had made clear that they wanted GEM to remain independent and that they had set up the structure such that folks like me who were coming in would have an opportunity over time to be owner Operators. Our it wouldn't be under the thumb of some aggregator or private equity overlord. And I had seen that movie before at Stonepoint, so I knew what that was like. So I saw at long last the opportunity to be an owner operator and to invest for the rest of my career was there in a location that worked well for me. That was what really got me excited about the opportunity.

Interviewer / Host (14:12)

How did you find that transition from GP to lp?

Jay Ripley (14:16)

At the tail end of my time at Stonepoint, we had raised fund six and so that was a five or six billion dollars fund. So it was a meaningful step up in size. They had a lot of success as part of that. I was the mid level investor they would bring to LP meetings to say that I was happy in my job and that, you know, we were properly staffed. All the things they've got to check that box. So probably six months before I left Stonepoint, it was the first time I'd meaningfully engaged with our LPs and I was impressed with their dedication to their missions, the depth of their work. They varied in shapes and sizes and what they were focused on, but they were people that cared deeply about doing a good job for their institutions. I had an sort of abstract version of what an LP did before and I had loosely positive interpretation of that. But I didn't really know as I got to know the folks that were serving in that role, it got me more comfortable that this was a role where it would be different in the sense that instead of being in one narrow part of the world where you knew a lot about one thing, you could actually see everything and you could be looking across a much wider swath of things. That was exciting for me. When I moved over, I spent the first six months studying the industry because I didn't know anything about being an LP or what that meant. I was looking at all sorts of data. My then boss, Hugh Wrigley said you got to go to every AGM you get invited to. So I probably went to, I don't know, 50 of them in the first six months. I tried to consume as much information as I possibly could. There were a few things that surprised me. The first was I knew a lot of folks when I was in private equity who were peers to me, people I compared notes with, traded ideas with. In some cases, Stonepoint would in fact co invest with those firms and we partner together. And so I had a pretty good perspective on them as investors and I thought the world of them. I thought these are talented people who are dedicated and smart and hard Hardworking. When I got to jam and I started looking through the industry data, in many cases those folks worked at larger firms and their returns were no better than medium. It was surprising to me that my ground level observation is brilliant people, incredibly smart and hardworking and just wonderful folks to deal with. And then the aggregate level of results that were net to an LP were more in accordance with what you expect from the market. There really weren't the outlier results. There were a lot of firms I had views on where you would know somebody who was a principal and then their peer would leave and start something and they were always talked about as if it would be irresponsible to give them money. Gosh, that sounds really risky. I was surprised as I looked at the industry data to see that in many cases there was much wider dispersion at that earlier phase of a manager's life cycle, that fund one, fund two type era. But it was dispersion in both ways. The average was better than mid cap and mid cap is a little better than large cap. It was pretty clear that I was hired at GEM with the idea that someone who'd been in a GP seat would then know where best to invest as an lp. Part of that was earn strong excess returns. Don't just earn me the market return. I don't need a GP for that. If you wanted to do that, you needed to go early and you needed to back emerging managers. And so that was a real narrative violation and surprise for me relative to what I would have expected.

Interviewer / Host (17:01)

I'd love to dive into now, sometime later. How you go about that practice. There's a large world potentially of emerging managers. Where do you start looking?

Jay Ripley (17:12)

Just taking private equity or what I would call buyout for a minute. Just focus on that particular area. A buyout is an apprenticeship business. Fundamentally, you can't walk in off the street with no credibility or history and complete buyout deals, generally speaking, because you've got to get an investment banker to show you a deal, you've got to get a commercial banker to make a loan to you, you've got to get a seller to agree to go with you kind of thing. And so there are some real barriers to entry to doing that. Well, in almost all cases, the folks that create new firms came from prior firms. We think that as a general rule, we need to have an opinion on the firm you came from to have an opinion on you. Because almost all the folks that we evaluate on the emerging manager side are a product of wherever their apprenticeship occurred. We are first and Foremost always keeping a library and catalog of a variety of different buyout firms to understand the quality of their results, the consistency of their results, what is the underlying nature of their trade, what do they do well fundamentally and related to that, what would we expect a spin out from them to do well? We're constantly studying the field so that we can have a prepared mind, so that if you come to us and say, hey, I've spun out of Firm X, we already know about Firm X, we have a rough sense for what the results were and we have a rough sense for whether we'd be interested in a spin out from Firm X. And in many cases we're trying to identify outlier results, looking for less. The super buttoned up, safe, conservative. I don't use leverage. I buy A plus assets for high price type folks and much more. The this is a deal that investment committee wouldn't always love, but has real upside opportunity and here's how I can protect my downside. We're generally looking for folks that trained at firms where the investment committee is a little more difficult. There's more of a culture of asymmetry internally because if you're trained to the 2x gross is acceptable, it's hard to shake that later. That's a tough lesson to unlearn. From there, we have a dedicated investment sourcing team and they are breakfast, lunch and dinner out trying to find new spin out ideas. They're talking to a combination of outbound sources. They're talking to former employees at those firms. They talk to a whole bunch of placement agents, headhunters, lawyers, accountants, all sorts of referral sources that are out there. They're also organizing all the inbound deal flow. Because as we've done this more and more over time, what we've found is those that were the Gen1 spin outs that we backed, they're on Gen3 now. They're referring us people who didn't even work at the firm when they left it 10 years ago. Usually what happens is when you're considering leaving your firm and you've decided that's what you want to do, you're going to talk to folks who've already left that organization to understand what their path was. And we found that there is a compounding effect of inbound referrals that have come to us over time as a result of them.

Interviewer / Host (19:31)

I'm curious in the buyout world of the characteristics, the type of person who leaves particularly say today when the market backdrop for funds is of challenging fundraising environment, someone who's smart and good. You would think maybe would look at that landscape and say, yeah, this might not be the right time to do this.

Jay Ripley (19:53)

I think they really come in two shapes and sizes. There's the sort of person who just feels on their bones and this was always what they were going to do. We meet a lot of sponsors who are like, look, when I joined my prior firm, I told them I was going to leave one day and launch my own thing. But just something that natively they believe in, they want to do. They have that sort of risk taking gene. I might argue while it is interestingly a risk taking asset class, most people go into private equity are not risk takers themselves. They chose a conventional career path. In a lot of ways there are less of those people than I would have thought. But they are a large cohort of folks that we see who have said, look, I always knew I wanted to do this and I got the training I needed and I did a good job and I closed the files I needed to at my old firm and this is what I want to do. We love those folks. We think it's very important when you are leaving a prior firm that you make the leap that you say, I've turned my email off, I'm now at my house, I don't have a source of income this month. That's a really important thing. When we back any emerging manager, we don't put a bridge or a floor under them because we think that discourages risk taking behavior. It sets the wrong mindset and doesn't educate them on how hard it's going to be in most cases. The second group, and we're seeing more and more of these today, are the opportunists. Historically, interest rates have gone nowhere but down. Multiples have gone nowhere but up. Not that it's been easy, but returns have been pretty consistent in the space for a while. And so there were a lot of benefits to just hanging out at a place where funds got raised. Life was easy, you clipped your coupons. Over time you stack pretty meaningful carry if you stick around. That has started to erode post pandemic where you've seen that as interest rates have gone up, maybe something you paid 12 or 13 times for with six or seven turns of debt and you thought, oh, I'm going to earn 2x now the debt costs 8, 9, 10%. The deal doesn't cancel anymore. You're seeing a lot of folks that are saying, look, this fund will not raise the fund it did last time. We're going to go from eight Partner sheets to five. Maybe my carry is worth half of what I thought it was. We've seen a bigger influx of talented people, but who are doing it for a different reason than we maybe would have seen in 2017 or 2018. There's a related strain of that as the search fund community has become more and more prominent. There are a lot of folks who have graduated from a business school, gone through a search, exited, and are now drifted over into the independent sponsor or some form of traditional private equity market. It's an interesting new channel where we see a lot of folks who tend to be a little younger who come out of that channel and are looking to go from being a searcher to a true private equity sponsor or private equity firm. And I would put them in the opportunistic category as well of someone who's saying, this is a continuation of what I was already doing.

Interviewer / Host (22:17)

When you and your team have surfaced, someone that's come through one of these channels, there's different paths that people take to forming a fund. They have fundless sponsors. There are people who will back deal by deal and get comfortable with someone. How have you decided to approach that space when it comes to making an investment?

Jay Ripley (22:34)

When I originally did the work in 2014 to look at, okay, it appears from the data, if we want to earn strong excess returns, targeting emerging managers would make a lot of sense. We presented that as this is an area we want to pursue. We call that our small buyout program. I had a number of folks in mind that I knew from my private equity days that I wanted to see what they were up to in the coming years. We quickly realized that a lot of the folks, when they're leaving their prior firm, they don't jump into a fund one in many cases, even if the credentials might suggest that they could. The reason, I later learned, is that when you leave those places, especially when you've been there for 15 or 20 years, is they say three things to you on the way out. They say, number one, track record's not yours. Number two, don't talk to LPs, and number three, here's a bag of money if you sign an agreement agreeing to the first two things. And so you end up in this interesting situation where someone has worked at a firm for 15 or 20 years, they're running an industry vertical at a multi industry PE fund, trained track record, team, loyal to them, and they've built real credibility. And on the way out the door, the firm says, I'm going to hang onto that credibility. You need to Go rebuild that on your own. You have a number of these folks that are very trained and very credible that then have to go out on their own and invest deal by deal. It was clear that if we were going to do this well, we had to have some way to engage and support independent sponsors. Because if you think of a bio investor's career, as I generally think, the sweet spot is when you've had 15 years of experience to 25 or 30, so call it mid to late 30s to mid-50s, when you're most productive, most dialed in, most hungry. We were missing four or five years of that, depending on what went on by not backing these folks as independent sponsors. And it's worth observing in buyout, unlike in venture or public markets, there's only one source of truth when you buy control of a company. There's one sponsor, There's a couple LPs, there's a lender and a lawyer. There's not that many people that have a view of what really went on. Any sort of specific, actionable insight into what that buy investor did and how they generated those returns are valuable relative to something like venture or public. Where when we meet with a venture manager, by the time we meet with you, we've already called the 10 other VCs in the same deal as you to figure out whether you're a good partner and whether you add any value or how you got access, all that stuff. What we found with buyout is that if you were going to do that well and you were going to solve this, consultants have this three fund track record idea. And a lot of that is born out of this idea that fund ones and to some degree fund twos exhibit much wider dispersion. The good ones are amazing and the bad ones are terrible. And so they'd say, I never want a terrible one and therefore I'm never going to invest in it. Just show me three funds and then I'll invest with you. We viewed that as the best time to invest with these folks. That's when you could earn the excess returns. And so you had to have some way to identify and support these sponsors and have a view on what their specific expertise was so you could then support them in a fund. 1. After we launched the small buyout program, we quickly added on an independent sponsor program and it had a dual mandate. Number one, we wanted to earn strong excess returns in that market. We felt like it was one of the least efficient areas of private equity. There's no such thing as an investment banker who shows an independent sponsor deal. And so every deal is a story deal. So the first goal was earn high returns. The second goal though was we felt like the best diligence you could do on a sponsor before they raised a fund one was to make pre fund co investments because that would give us the insights to see the things that matter before you back someone in a blind pool. For example, we've learned over time willingness to walk away from deals. Very important. The independent sponsor format. It is easy to fall in love with an idea. You're halfway through diligence, you get a bad Q of E finding you know that you're going to have some broken deal costs. You would be surprised how often a very credible, thoughtful sponsor is then saying ah, you know, I know The QV says EBITDA's down 20, but it'll be fine even at the new price, it's okay. So demonstrating a willingness to walk away from deals, we find it correlates very strongly with long term success of a sponsor. Quality of sourcing network, quality of how they bring and support value, all very important data points and then how they handle adversity. In many cases we've had sponsors who've sold deals for good returns where they thought they got lucky. There was an element of not sure that could be replicated. And we've had other sponsors where the result was pedestrian and we thought man, that was heroic. They did an incredible job and with a different set of facts and circumstances they would have done a great job. We found over time that simply having strong returns pre fund is not a good prerequisite for a fund. 1 It's about the intangibles we learn about you that support that when you.

Interviewer / Host (26:36)

Compare an independent sponsor going about this, maybe a sole practitioner or a tiny team compared to a larger shop that they came from, they have less data to analyze a company in an industry relative to history and fewer resources to then try to add value to the companies. Curious what you've seen with independent sponsors of how they've been able to compete.

Jay Ripley (27:01)

I would say for starters they are targeting a segment of the market where the value creation plan is a little more straightforward. If I go back to my time in private equity, the deals we did in the lower middle market, I was being asked to go to conferences, source deals off market, buy from founder owners for mid single digit EBITDA multiples and we found there was a lot they hadn't done to grow the business when you got into it. They never looked at buying their nearest competitor, they never looked at expanding capacity, whatever that might mean in their industry they never looked at pushing a price increase. They never really hired a players within their field. There were a lot of things you could do that would drive value long term. That as the senior professional working on the deal, you felt like you had a lot of agency over generating that return outcome. And then if it had never had an outside owner and you were able to buy it low and grow earnings, you could then sell it to a middle market firm at a very attractive price. The game is more straightforward in a lot of ways in that area. As you get larger and get into the multibillion dollar fund sizes, it's here's a Goldman auction book with a Bain report and stapled financing. Let's just quarterback this to the finish line. That's a very different game that's much more driven by the direction of interest rates, the direction of equity markets. Industry selection is very important. Whether you got whatever the long term secular trend was correct. All of the easy stuff has been handled by the prior sponsor. The independent sponsors do themselves a favor which is that they're focusing on a part of the market which is hard to secure deals. But once you secure them, they're more straightforward in terms of how you're going to drive value. They in most cases don't compete with the larger sponsors unless it's via some form of the larger sponsor as a platform that's doing add on acquisitions and can tuck that specific business in. In most cases, independent sponsors are investing in what I would call story deal. The classic archetype would be a high quality company in the Midwest with a baby boomer owner. Kids have moved to the coast, they don't want to own this thing. And the independent sponsor becomes the son that the founder never had. And they transact at a price that looks compelling relative to what a coastal firm could probably get for that asset. We see a lot of deals like that where the sponsor has some sort of industry nexus, they have some real expertise within a contained vertical. Most of the independent sponsors we back are paired up with with an operator they've worked with previously. They often will call us and say, hey, I have a new deal and operator X is also going to be supporting us on that deal. And by the way, he's best friends with the owner of this business and knows all about it. There's usually more actionable information that they have relative to you get a William Blair auction book and you get a Fireside Chat and you've got GLG doing calls for you. I would argue independent sponsors know A lot more about their companies than the traditional large sponsor does about an asset that they have to move quickly in an auction. They're playing different games in a lot of ways.

Interviewer / Host (29:32)

What are some of the less obvious success factors that you've seen from the independent sponsor moving to a fund one and beyond.

Jay Ripley (29:40)

More and more these days, private equity has become increasingly balkanized. We used to see a lot of folks who are like I do services or I do industrials. And now someone will often say I do buy and builds of blue collar services or it's a transaction type and an industry type as well. They usually are owning some form of swim lane where they think they have differentiated insider expertise. We see a lot of sponsors that, especially the more pedigreed sponsors that come from better firms where they instinctively don't want to paint themselves too narrowly out of the gate. So they come to you and they say, I could do industrials or aerospace or services because I've done all those in my prior firm. And what I always tell them is I would go the other way, I'd go narrow to start. And nobody's preventing you on your fund three from investing in some other adjacent market. But out of the gate there are thousands of you out there. You've got to have some way that you can differentiate yourself. They track capital, find good deals by picking a couple of narrower swim lanes and really focusing on those first. It allows you to get some early deals done, add some fees to the equation and add additional teammates which allows you to build toward a fund one, as you earn permission over time to widen your box versus starting with a wider box and saying I might do consumer or industrials or services. In those cases they do themselves a real disservice because one, it turns folks like us off who say now I don't know how to define you and two, it makes the job a lot harder because then you're trying to cover four or five massive markets instead of one.

Interviewer / Host (31:05)

What does it look like when something.

Jay Ripley (31:07)

Goes wrong within the independent sponsor market? I would bifurcate things into two different groups. There are sponsors who have trained at good firms, intend to dedicate their career to being a private equity sponsor. Hopefully we'll raise a fund one day and view their counterparties as LPs and long term partners. And so those are the folks that we work with. We're trying to work with the very best independent sponsors and they see us as someone that they want to have a multi decade relationship with and treat us accordingly. That's going to be a Minority of independent sponsors the majority of independent sponsors are more transactional in nature and quasi deal finders. They've locked up a deal under loi. They know how to get a deal closed, but they don't know how to run and operate a business. They would be much more likely to partner with another private equity fund or maybe a junior capital provider that provides the debt and the equity and brings some operational chops as well, or maybe a family office. You have to bifurcate those two because if you look at our portfolio, when things have gone wrong, we've had deals that haven't been successful. It's looked like a private equity fund situation. They bought a business, earnings went down, they had to rectify that and then sell it and in some cases realized a loss. But from our perspective, other than having a front row seat to that and having a discussion with them, it didn't feel any different than if a Fund 2 we backed had had an issue. There have been a lot of new entrants in the space and I tell all of them you've got to be careful because you have to identify the nature of the sponsor you're working with. Because when we originally launched this program in 2014, there were a number of groups that were trafficking in this area and in a few cases it was a family office and they'd done a deal with an independent sponsor and the sponsor viewed the carry as sort of a levered option. Once it became clear that the levered option was not going to be in the money, they said, here are the keys. You can run the factory now. I'm going to go on to my next thing. You have to understand what the risks are within this model and make sure that who you work with and who you partner with really critical. The model is not that different than in a private equity fund context. It's about the sponsor selection process, understanding what game you're trying to play as an lp. Are you somebody who is a direct investor who is putting a press release out, a co GP on the deal, or are you somebody who simply wants exposure to an inefficient part of the market and eventually to build a relationship that's a very important fork in the road. You need to decide up front.

Ted Seides (33:15)

We're going to take a quick break in the action to tell you about SRS Acquiam. Want to make sure your M and A processes aren't stuck in the past. Partner with a company that's been defining the future of dealmaking for nearly two decades. Instead, when it comes to M and A innovation SRS Acium has reshaped the way that deals get done. Streamlining processes for maximum efficiency and minimum headaches. Professional shareholder representation, online MA payments, digital stockholder solicitation. SRS acquisition pioneered each and continues to set the bar for game changing innovation. So leave the days of disjointed deal management behind and define your future with SRS Acquiam. The smartest way to run a deal. Learn more@srsaquium.com that's S R S A C Q u I o m.com and now back to the show.

Interviewer / Host (34:18)

Curious about the situations where you back someone who does have the partnership mindset. Personally, they seem like they'd be a good long term partner and fit, but maybe either their first deal wasn't that good or there were some things you saw in their investment acumen as opposed to how they behaved that you didn't want to continue on. What happens in those conversations given that this deal is their livelihood at the time?

Jay Ripley (34:43)

We always approach this from a place of empathy. We know these folks have put their heart and soul and it took a lot of courage to leave your prior firm. It was hard to find the deal that you ultimately transacted on. If you're working with someone like us, there was a lot of diligence involved and so usually we're friendly. We try to be supportive and a thought partner for them. It would be a real red flag for us if they were calling us and saying, hey, my company's struggling. I'm not sure how to handle that. We try to be eyes wide open about the risks they're taking and not letting them shift the narrative on us over time. There are situations where companies underperforming, they'll bring you an add on and we're going to top up some equity because our leverage is not where we want it to be. We want them to be transparent and thoughtful with us about that. And then we want to add capital in situations where that makes sense. How much of what's gone on is driven by industry factors versus factors that are underwritable or in your control in a lot of ways. If it's things that are in your control and you've messed them up to some degree, those are much more fixable by definition. It's harder when you're an unforeseen third party. Issue arises that was a known risk, but one you don't control because it's very hard to know when to add capital in those cases because you don't know if that trend Will continue. It is an exogenous factor. You don't know they don't have control of it.

Interviewer / Host (35:46)

I'd love to turn from buyouts to venture capital. Very different market. How have you thought about and approached manager selection and venture capital?

Jay Ripley (35:55)

Well, they are cousins on the asset allocators, spreadsheet. They are vastly different industries in terms of how they operate. It's power, law, business. 80ish percent of the gains come from 15% of the funds. I find that since I started in the industry in 2014, the industry has really bifurcated now into these mega funds that are playing a very different game than the rest of the venture industry is. And so I'm just going to put those to the side for a minute. As a separate issue in terms of backing emerging managers in venture, most of the folks we see are coming from one of two places. They have been operators themselves working at a well known tech company, or they are spinning out of some sort of existing investment firm and pursuing the model. If you look over the arc of time, folks coming out of either of those situations have been successful. We will certainly look at and evaluate both. It's worth observing in venture that it looks very different from a life cycle perspective than in buyout because these young people are starting these companies. Because I think it was Paul Graham who said the 35 year old knows too much to ever launch the big hairy audacious company and the 22 year old doesn't know any better. So you tend to see these disruptive companies started by young people. If you look at who funds them, it's people who look like them. So a lot of venture managers are in their late 20s, 30s, early 40s. We had a manager recently that we had invested with for over 10 years. A lot of success, very talented individual and he retired at 45. He said everybody within my network is no longer relevant to starting new companies. Just hung his cleats up. You would never see a buyout Investor say I'm 45, I'm not relevant anymore. It's just a very different mindset and ecosystem within venture. Though if I separate those two groups, almost all the new venture launches are going to be early stage focused either on pre seed or seed strategies. So the very early stages of a company formation for that first group where someone has worked at well known company, the general thesis is usually that hey, I worked at Airbnb and I think Airbnb will be a big startup factory going forward and therefore everybody spends out of there where all my colleagues I'm going to be able to back them. And that's my angle. That's a great angle that has worked well over time and very fruitful for a lot of venture investors. The issue and the trick for the folks in our seat is it's got a three fund shelf life. By the time you finish fund three, everybody you know at Airbnb has left. By fund four, you're talking to strangers. So at that point, we're trying to evaluate how these folks build their networks over time such that they can become an enduring firm versus a firm that was centered on some trade or expertise that they had. We're evaluating a number of those folks. In venture, as I mentioned earlier, you have a lot more perspective from others in the industry on the venture investor, his or herself. We have more perspective from talking to downstream growth investors, to other investors in the pre seed round, to the founders themselves, to LPs they worked with. Who can more consistently benchmark these venture managers and allow us to see. We're evaluating closely as we look at these groups, what does their ownership relative to their fund size look like? Are they willing and able to chase ownership and to buy meaningful ownership in each of the companies? That's a major problem. We see that they want a bigger fund size, but they don't want to buy more ownership. And that's like saying, hey, I want to start paying 15 times EBITDA for companies, but this company will grow really large and so it'll be okay. At some point that math will break down. We're trying to study that very closely. This is about the centrality of the network and making sure that we think that they are going to be positioned to see the best deals for the second group. For the folks who spun out of investment firms, those are more straightforward. They tend to come with a broader, more durable network. What's been tricky about that group is that since 2018, Venture Vintages have been more pedestrian in nature. Returns have not been what they were in the preceding years for a while. I remember in 2016 17, every person you met with was like, I was in the serious seat of Uber and my track record is 42 times money. And you're like, okay, great, where do I sign up? Today you meet a lot of folks where they're like, I've done 12 deals and I've done a 2.1x gross. And that's pretty good relative to the industry writ large over that comparable time period. But it doesn't feel as exciting as it does when you're in that old time period where you can evaluate the nature of their networks and how they're going to win. There's less proof than there was historically. And so you're trying to dig further to understand what will make them special, what will differentiate them. And then in many cases, the people who spin out from the larger firms tend to raise larger funds as well. They tend to be more 150 to 400 type range versus the operators tend to do kind of sub 150 at that size. You're also now competing with the mega cap people who are coming down market and they have an army of scouts. They'll do a $10 million check on 100, not because they care about the 10, but because they want a right to put a billion dollars in the company later. They can price these things with an algorithm. Doesn't make Sense for a 2 or $300 million fund. We're trying to understand what's the right to win, why are they going to see things early and why do they.

Interviewer / Host (40:24)

Have a right to exist in that power law business? If you look at those two cohorts of the different origin of the firms that you backed because of the power law, you don't necessarily expect the type of persistence in performance that you would in buyouts, or at least the consistency of it. What have you found in terms of your ability to triangulate ahead of time and how that's played out with future success?

Jay Ripley (40:49)

When I entered the industry, I think it was Steve Kaplan who had the seminal paper showing that venture was the most persistent asset class, that if you were top quartile in a previous vintage, you were likely to be so in the next one. I don't know if this is statistically still true, but anecdotally I think that the large cap space, that's probably still true. If you're one of the best firms you'd like to continue to be in the seed and micro realm. I don't think there's a lot of persistence. There is more idiosyncratic lottery ticket type risk in some of these cases. Depending on what groups produce spin outs and where you were at that time. What you see a lot of folks do is they write a small check to a Fund 1, they do a little more in Fund 2. Fund 1 turns out to be a 15X and they had a little bit of money. Well, by fund three, they're like this is the best thing ever. And they 10x their commitment to the fund. Then that third fund, in a lot of cases it's not going to replicate what fund one did. And so you end up with a blended return that doesn't look nearly as exciting as what you would have thought on paper. We try to be consistent in how we size these opportunities, recognizing that we don't know which ones will be the best opportunities. We want to make sure that they're set up for success, that their ownership to fund size is reasonable, that their hustle and networks continue to be top notch. We're trying to evaluate all of those factors and then we're benchmarking and scorecarding that against all the other opportunities that are out there. Part of our advantage of trying to say we want to be the first stop for the best talent, just in general across alternative investments by having that sourcing team and a robust pipeline, is when someone's had early success and is starting, as they naturally do, to grow a larger fund size. But maybe their edge or their networks haven't kept up with that. We can then look at the next fund one opportunity and say, maybe that's more compelling. And we do that across buyout and across venture capital.

Interviewer / Host (42:21)

How have you put these together, say both the venture side and the buyout side into the context of a portfolio or sub portfolio for your clients?

Jay Ripley (42:29)

Both of them fall under the broad equity bucket. So we can get our equity from stocks, we can get it from actively managed equities, from hedge funds, and then from private equity. We view them as to some degree distinct betas. You're generally buying control of mature companies where there's a leverage aspect, but they tend to be more predictable over time. If a company's been around for 30 years, probably be around for the next 30 years. If you look at the array of results, if you select well, returns in both have been attractive over time, but buyout has had a much more consistent duration to it. In terms of you tend to have a four and a half to six year duration on average, whereas in venture like 21 you're getting distributions every day and the last two years it's been crickets. And so we tend to have a strong pro cyclical return stream and distribution stream to it. We do believe that venture has an innovation beta that is somewhat correlated with buyout, but really not that correlated with it, but might argue that today they actually are a bit at odds with one another. You could argue that AI is a much greater threat to the average small business relative to most previous technological innovations. We see a new AI roll up every week where someone's a tech operator and a venture person and a crusty bio person are going to Buy up some legacy industry and then infuse AI and those may or may not work. I don't have a strong opinion on those, but I will say you can see now where they're more directly going head to head in a way that they wouldn't have historically. When Matt and Mike and I are talking about where we want to allocate capital, our starting point is always everything in moderation. We want to make sure that we don't have strident views that it's 0 or 1 in most portfolios for our clients, we're 60% buyout, 40% venture, roughly speaking. And that's a recognition that we certainly think we have an edge in both those areas. The liquidity in venture has been shorter over time or longer over time. And in buyout the results have been more predictable. I think are a great starting point for building an equity portfolio.

Interviewer / Host (44:13)

How do you put together the manager roster in both?

Jay Ripley (44:17)

We're Lifecycle investors. We love doing fun ones, we love doing fun twos. We last year committed to a Fund 3 from one of our early independent sponsors. So we've now got data points of going for a long period of time. That was a fund that was north of a billion dollars. So they're getting up there in size. We have some broad categories that we use within the portfolio. So within buyout or private equity, maybe to start there, you've got middle market and large cap, which is going to be higher leverage, higher prices, higher quality companies, more pro cyclical, I might argue more liquid in the sense that if you ever needed to sell those positions, they're more known flow names that you could get out of. I think they have a role in the portfolio and certainly have done well over time. For most portfolios they've beaten public stocks and generated some form of excess return. You have what we call small buyouts. That would be those fund 1, 2, 3, the more emerging manager type situations. You're looking for excess returns in that market. That's the sweet spot of that investor's career. When they 38 and they spun out and they've done independent sponsor and then fund one, fund two, we always joke you can raise money for a long time on good early results. You're never more aligned with a sponsor than you are in that fund one area when they want to have that stamp. Our portfolios are going to be a mix of mid and large cap, small buyouts and then some independent sponsors as well. We have some loose targets that we use, but part of our model is we don't want to be so prescriptive that we turn off a manager who's gotten a little larger but we think is better than a new independent sponsor. There is a selection process where we sit down and say this manager has continued to compound over time. On the venture side we target what we would call core brands. So those mega cap groups we've got a number of groups we work with in that area and then we have our early stage portfolio. In both those portfolios we also have a target for co invest and secondaries. It's loosely 20%. Although it's meant to be bottom up driven we generally believe that forcing co invests unnaturally is not a great starting point. As a general rule, if you look at most funds, if they have strong results, it's almost always driven by one company and so the likelihood that one of the 10 was the co invest is in my opinion not very likely. Statistically in general we will do co invest when they make a lot of sense to do but we're not hunting for those or forcing those unnaturally within our portfolio.

Interviewer / Host (46:14)

How many different managers or maybe continuing managers will you have? On the emerging side? In both buyouts and venture we've got.

Jay Ripley (46:22)

15 approved independent sponsors today. We hope and expect all of those groups will graduate to raise a fund one day. We'll probably back half to 2/3 in the fund in many cases. The reason we won't invest is we've already got two industrial managers or we've already got two healthcare and we simply can't add more to our portfolio. We always maintain a robust pipeline of approved independent sponsors. On the fund manager side, if you think about groups that we've re upped with we're generally going to have 15 to 20 managers on of an ongoing basis that we anticipate re upping with. It's a similar amount on the venture side.

Interviewer / Host (46:51)

I'd love to turn the lens over to the public markets. Have you approached that thought process of investing in earlier managers? Similarly differently in the public markets than the private markets.

Jay Ripley (47:03)

GEM has a long history of being a day one investor in particular on the hedge fund side on the long only side as well but especially on the hedge fund side there are a lot of good reasons for that why we've pursued that over time. Some of the benefits that we see one is you're generally going to get better economics so there's going to be some form of founder class shares that you can participate in whether that's a fee or a carry discount or both. Both of those are available generally you're going to be able to shape the conversation on liquidity, which is an important piece to it. You can usually get more favorable liquidity in some form or fashion if you go early. My partner Sal jokes that we're caught between the pods who don't seem to care about fees, and the endowments who don't seem to care about liquidity. We care about both. We've got to be early to shape that conversation, otherwise it can get away from us. We work hard to make sure that we have a voice at the table, can be a meaningful investor, and can shape that. Having direct access to the portfolio manager over time is an important ingredient that allows us to have conviction as to when you want to add capital. Nobody forgets who backs you early on. We find that as these managers grow, they hire an hire person. Suddenly you're being intermediated, you're not getting the same perspective. You're not able to read the temperament of the manager, understand what they're thinking about. It becomes more difficult to add capital the less information you have. And by going early, you're able to see that and benefit from that. The last thing is it's the optimal point in the cycle. This is same as buyout and venture. At that early stage, they are most hungry to produce results. Good early returns will allow you to raise money for a long time. The key thing with backing any emerging manager, public or private, is that you want to start with a more modest, reasonable check size and then you can add money over time. When I was doing my original LP study, I was reading all the seminal texts from Swenson and Klarman and all these folks and was learning a ton about investing and what's worked for institutions and endowments over time. And it was clear that the endowments have a long history of going early. But the real superpower of these endowments has been that by seeing people early, they can then identify and add capital to the best ones over time. There tends to be a power law in terms of who they add capital to and who drives those results. Any good endowment style investing starts with a good emerging manager program, including on the public side.

Interviewer / Host (49:03)

The hedge fund market in particular has gotten much more concentrated in POD shops. Just said fee insensitive. They're able to pay talented managers in their style quite a lot of money. Where have you found the emerging hedge fund managers that you wanted to back?

Jay Ripley (49:18)

It looks a lot like buyout. We will occasionally see the person who is so passionate about investing, the doctor who managed money on their own and then found outside capital. That will happen on occasion. We've backed some talented people who look like that. In almost all the cases though, it's an apprenticeship business where you've trained at a good firm. You've been shown what good looks like from a research perspective. Most importantly from a portfolio management perspective. Some of the portfolio management guidelines, thinking about risk, how to manage your emotions. Those are things where usually you have to learn those through observational inputs. By working with a pm, I would say it works very similar to buyout in that loosely track and in many cases invest with a number of successful public firms that over time produce spinouts. And if you look at a lot of the day one launches that we've backed, a lot of them are folks who've come out of firms that we had supported previously where we have some perspective on the now new pm. In many cases, what the pros and cons of that person look like.

Interviewer / Host (50:06)

Within the broad brush of hedge funds, are there particular strategies you found productive in the emerging manager space more than others?

Jay Ripley (50:14)

We do a lot more with day one hedge funds on the long short side versus many parts of what I would describe as the absolute return side. Some of the pods don't really lend themselves to emerging managers. They're really scale games where technology and systems and access are more important. Anything that's a 5 billion pod launch, that's not an emerging manager. That's just a PM who is somewhere else now being on their own. When we say day one launches on the hedge fund side, we're principally talking about long short stock pickers who generally are running concentrated portfolios can have a fundamental perspective on things, sometimes have an activism angle to them. That's going to be the main hunting ground for us on that area. It is usually true that on the absolute return side of the equation, it's one of the few areas where scale is the friend of returns. It's actually a positive. We are supporting groups in that area where there is a lot of proof history and we have confidence in their results.

Interviewer / Host (51:01)

In a world last 10, 15 years where the public market indexes have been so strong, how have you continued to refresh and re underwrite different hedge fund strategies, particularly long short?

Jay Ripley (51:14)

The first thing is we're looking for folks that are doing work on the short side that has gotten harder and harder over time. We're living through another era now where meme stocks are going to the moon and so the more shorted the stock, the more it's being put up on Reddit and Robinhood and places like that, that that game has gotten a lot harder over time. And so we're looking for folks that are trying to generate alpha on the short side, not just pursuing closet beta in that area. We've seen where for a long time managers had a view that I'm not being paid to own Apple, I simply cannot do that. That was Nvidia or pick your big cap stock. The view of many of the managers until they gotten much larger and had no choice, that was out of their sweet spot, not something they could pursue. More recently we've seen a willingness to look across the spectrum. We're looking for any new long short talent. We're first screening it based on strategy, opportunity set and then terms. We might say, for example, we don't need more biotech right now. We don't do discretionary macro or we really like the strategy, but it has a five year lock. It wouldn't work for us. We're mostly hunting. We don't take a lot of inbound ideas. We generally start with what we're looking for. Once we've screened that out, then we're getting into the thornier issues of what's their analytical edge in some form or fashion. What's their temperament look like. Those tend to be the things that make or break who we ultimately hire.

Interviewer / Host (52:27)

I'm curious, given the challenges of the public markets and hedge funds being the epitome of active management, which has been under pressure for a while, why do you think there's been less success on the long only emerging managers than hedge funds?

Jay Ripley (52:42)

If there's a directly comparable, fully liquid benchmark that produces strong returns over time, there's not a lot of tolerance for being behind it. In many cases there are, I don't know, a couple thousand stocks within acwi, maybe more. And most of the long only managers that we invest with are going to have a fairly concentrated portfolio of fundamentally driven investment decisions. Call it maybe as low as 5 or 6 and up to maybe 20 or 25 kind of thing. In most cases they have very wide tracking error versus that index, which is by design. The nature of their structure is such that we're looking for excess returns. It also means in many cases that they will often not look like the index. And I think during periods where the index is delivering an absolute level of return that people are satisfied with, there isn't a lot of tolerance for any meaningful variance from that. If you go back in history and look at the 2000s, when there were more of these launches out there, equities were probably just as volatile then as they are now, but it certainly wasn't the 15 year march up every year of equities producing a strong return in a lot of rooms. There are a lot of committees that say, okay, you're targeting 100 or 200 points above global stocks within your long only actively managed portfolio. But that might mean you're 300 ahead or 400 ahead or 300 behind. Maybe it's just not worth it. The institution doesn't need that. My personal view is that's a mistake. Over time, a well curated portfolio of long only managers can and should be able to outperform global stocks over the arc of time. In most parts of history, the largest companies didn't compound in the way they do today, and I don't know that they will in the future. To be clear, we're at a point in time now where there's a particularly short fuse for committees to accept any sort of variance on the long only side in a way that maybe long short is there's no directly comparable benchmark to look at. You can look at some heuristics, 60, 40, 70, 30, what have you, but you've got more wiggle room than within private equity. You're comparing to that investable opportunity set.

Interviewer / Host (54:25)

After this run at GEM you've had for a while. I'm curious, as you reflect back on your experience in private equity, how does that inform how you might think differently about manager selection? It could be specific to buyouts or it could be across the board where.

Jay Ripley (54:42)

My views tend to be more out of consensus with with smart industry peers. I probably cover 25 or 30 that I talk to on a regular basis and say when there's a big source of difference. I tend to weight the quality of the game the manager's playing more heavily than most do. Most of the endowments I talk to tend to say we're looking for the best people and the quality of what they're trying to do or how hard it is or the base rates around whether others have had success is maybe of a secondary importance to them. Look, we want the best people, we want to back the best bet. All that is still true. I would say part of my algorithm of whether decide whether a firm is an attractive investment opportunity is if you're pursuing something like corporate carve outs, which over time has been a very rich gold mine for a number of private equity firms, that's a great starting point for generating strong returns. If you're pursuing oilfield services, that's been tough. I place a strong weight on the Neighborhood as much as the house. Relative to a lot of other folks who tend to be. I think this person is wonderful. Trained well, very smart. Especially in private equity. You meet a lot of folks who look good in a blue suit, were trained to buy A plus assets and A plus auctions at very high prices with a lot of leverage and that shows well to a committee. People like that. It feels good. A lot of high fives. But they're also trained to earn 2x gross. That's just not worth it in the scheme of things.

Interviewer / Host (55:59)

As we're talking mostly about the bottom up manager selection, with a little bit of discussion just now about neighborhoods, the managers ultimately roll up into some portfolio construct. This is the old endowment model you hear about tpa. I'm curious how you've thought about how much that top down structure ultimately influences where you go on manager selection.

Jay Ripley (56:20)

We have a process internally called our area of interest process where we look at within each portfolio first trying to set some top down parameters. Less around, hey, we want to commit to 10 managers in this exact dollar amount and more. This is an area we should try to have exposure to. That's going to be informed by. In many cases there has been success in that area and we think that success will continue when we're looking at our real estate portfolio. If you looked at public markets to make this a simple comparison, the decision to invest in data centers over retail real estate was dramatically more impactful than the decision of which REIT you bought within that structure. In each of these areas we have to then start with broadly speaking, how do we want the portfolio to be arranged? In the venture portfolio, it's pretty easy. We're roughly 80% technology, 20% life sciences. That's moved a little bit over time, but not much. Occasionally we debate consumer, occasionally we debate things like crypto. We have a couple people do that. But there's not meaningful changes in industry structure within absolute return, within real estate and even within buyout. Those views can be more tactical and can evolve over time based on what's going on on the ground. That planning process, which we do annually is a really important input for us to then say we want making this up 25% of the buyout portfolio. In healthcare, which has been a rich vein of returns over time, you might have that broad portfolio goal and then you'll look at your portfolio and say, okay, I've got four managers doing that today. On my current run rate of pacing and calls, we're going to be at 21. So we've got room to add versus if we have seven managers and it's at 40%, it's like we need to trim a couple of these. So there are some portfolio actions that will come out of having those top down views. We don't take that lightly. We think hard about it. We try not to swing the book around wildly, but there are certain areas, especially in real estate and absolute return, having a little bit more tactical views is incredibly helpful. And even within buyout, we were adding software for a long time. We've been doing a little less in that area recently. And so we're updating our views over time as we learn more about what's working and what's not.

Interviewer / Host (58:15)

What's on the leading edge of your new initiatives in manager research across the.

Jay Ripley (58:20)

Firm, one big thing is just looking at how we can identify and assess the talent sooner. One of the problems we have is that as we've done this longer and developed more of a reputation, we are inundated with inbounds. It's been a combination of. We've become really well known for this. We have an incredible number of referral sources, but also there are more spinouts now and they're coming to us fast and furious. We're thinking hard right now about how we can have an even more prepared mind because we're at a point where we're seeing three or four spin outs a week that people, hey, I'm leaving Good Firm X, I'd love to talk to you, et cetera. Historically that was a good flow, but it was at a pace we were able to digest that more. Caroline Dallas, who leads our sourcing, has been looking at different AI tools so she can surveil and understand signals and when someone might spin out so we can prepare ourselves even sooner. We've been adding to that team with a view that we need to be able to research and map the market ahead of these folks coming to us. Trying to get in front of these things sooner will allow us to move faster because there's a lot of money chasing them. There is big money that has said, look, I'm not satisfied with my, whatever, my middle market portfolio. I want to do smaller stuff. Once something has presented itself to the market and become obvious, it's late for us and so we have to be early and we have to be fast. And that requires us to have the right tools and systems and people to see those opportunities, evaluate them, qualify them, and then move quickly when they come.

Interviewer / Host (59:33)

In front of us.

Jay Ripley (59:33)

We're spending a lot of time right now on because it Would seem that there should be helpful software and AI enhancements to get us there. I've been a little disappointed. It feels like the promise has outkicked the solved problem. I've always joked I'll feel like AI is here when I can get on a call with you. An AI notetaker can get on, take notes, tag in the CRM properly, and no human was involved. And currently it requires a whole army of people. My hope is that one day we'll be able to process these things even more systematically.

Interviewer / Host (59:59)

I'd love to circle back to something we talked about early on, which is the owner operator mentality. Now that you've been in the seat and involved in running the business and you reflect back on that initial mission, where has being an owner operator met your expectations and what you wanted to do with your life?

Jay Ripley (60:19)

It's been as rewarding as I anticipated. We have over 80 people at Gem, and I feel a great sense of duty to help build and grow the firm so they can be stewards of it in the future. That intrinsic motivation has been as exciting and motivating as I would have anticipated. I have strong views on things and tend to want to move fast on ideas when we want to pursue them. I like the agency of being able to say, hey, this is a new opportunity that we should pursue and let's go do that. The beauty of having a small, independently owned partnership is that we can quickly come to consensus that it's either a good or bad idea. When we do, you have a lot of agency to then go and pursue that. If you step back in this role, you get to own and run a firm, talk to the smartest people in the world, work with smart colleagues you talk to every day. I can't imagine a better job, honestly. I know I said I thought I was at the peak when I was in my second year at Stone Point, and I loved my role there. I've been somehow even happier my role at GEM because that sense of ownership and agency has been more fulfilling than I could have managed. To be clear, it comes with a lot of pressure. This is a competitive market. There are all sorts of crosswinds. Obviously, you've talked to other guests about retails coming into parts of our market and consultants doing this. There's all sorts of stuff going on that we have to think about and evaluate and deliver the best service at the lowest cost to our clients. Just like any other business. We're constantly evaluating that and how to do that. But it's been rewarding to be able to lead and steward it alongside Stephanie and my other colleagues.

Interviewer / Host (61:42)

As you look out over the next bunch of years, what does that next peak look like for you?

Jay Ripley (61:48)

If you look at the original class of OCIOs that was created, most have either pivoted their model to something else, sold themselves, or both. Going back to when I first joined gem, I felt like an independent, boutique, research focused investment operation where you were focused on excellence and having a small number of clients where you delivered high quality service would be an enduring firm that would always have a role in any market. We have broadened it over time from I'm a fully discretionary OCIO for small and midsize endowments and foundations to I might be a partner just on parts of the private portfolio to a $10 billion foundation or to a family office. So we widen the aperture of how an institution can engage with our research and work with and partner with us. We've added a staff to do that in a way that meets our expectations. I don't know that much needs to change for us. The beauty of not having a private equity overlord or a large asset manager that's pushing you to launch an interval fund or 17 different strategies at one time is that you can focus on the things that you think you do well and where you have an edge. And the beauty going back to the founders of gem, they have turned the equity over in a way that we don't have to seek an outside partner, which is a powerful differentiator relative to basically everybody else in the market. That allows us to grow at our pace in markets where we think we can do the best work with people that we can treat fairly and compensate well and offer a path to the future. Going back to my stone point days, many of the firms that I admired the most were groups that stuck to their knitting. And it could be in a variety. It could be HFF within real estate brokerage or Benchmark within venture. Pick your firm. They weren't constantly trying to become something that they weren't previously. At jam, we have a real opportunity. Hopefully we'll be larger, we can grow over time, our assets. But my hope is that in 15 or 20 years people still think of us in the same way they do today, which is a group that when the globe has its stamp on something, you feel like the work quality is really high. And there was a lot of critical thought that went into it.

Interviewer / Host (63:39)

Jay, I want to make sure I get a chance to ask you a couple of closing questions before we wrap up. What was your first paid job and what did you learn from it?

Jay Ripley (63:46)

I started working when I was 15 and I took two paid jobs. The first was I was a cashier at the local Eckerd Drugs, which was, as I learned, a terrible business. Later bankrupt, but was a real learning experience for me. I also, living in rural Georgia, was running a little lawn care company as well where I would mow the lawns. I remember I had one weekend where I worked the morning shift both days at Eckert and then I was mowing lawns in the afternoon. I got home and I was telling my dad just how tough it was and it was hotter than sin. And George at the time, he said, yeah, how'd you feel about that? And I said, yeah, it's just tough. I'm not sure if this is what I'd want to do forever. And he's like, good, get your education. So that was an important lesson for me of I know what I don't want to do going forward. And that was an important motivator in the future.

Interviewer / Host (64:25)

What's your biggest investment pet peeve?

Jay Ripley (64:27)

I hear a lot of what I would describe as lazy heuristics that people will throw out. I think they're informed in many cases by some form of business initiative or some form of third party that's saying hey, you should do X. And they're like we're going to do X because that's what we're supposed to do. One I've heard a lot recently is we need to co invest more. I don't necessarily have a problem with that. There are folks who've had really successful co invest programs. There could be good logic for that. But I've been surprised in many cases that that there's an assumption that it's better. Maybe because I sat in the GP seat for a while and we had a few co invests that we farmed out to folks when I was my prior firm. In many cases, if you'd step back and say the typical buyout fund has 10 investments in it, if it produces a median return, it's likely that there was a bell curve distribution of deals, we're fine. If it produces an outlier return, it's likely that one deal drove that. If you'd start from a simple basis, the idea that the one of those 10 was the one you co invested in is not likely. In many cases, the idea that you're going to get fee savings. Okay, I understand that. The idea that maybe you're the biggest LP and we'll get an allocation. Okay, I understand that we back a lot of these emerging managers. I can tell you they are inundated with offers from folks who are saying I'll give you 100 million for your fund one and I want one to one co invest. What those folks are really saying is I want half off the rack rate and you for you to double your fund size. And obviously as in another lp, who's looking at that opportunity. I always tell them, well don't do that because that would make us a lot less interested. I think there are some real ramifications for folks thinking this is the way and trying to pursue it. And we see them distorting parts of markets that are otherwise not good for for the industry at large.

Interviewer / Host (65:52)

What's the best advice you've ever received?

Jay Ripley (65:55)

I had a boss early on who'd said 90% of this business is showing up consistently and investing. Things go well and it feels great and things go poorly and it feels terrible. It feels way worse than when things are great. Part of it for me has always just been you just got to keep moving forward. As my partner Matt says, turn the page, it's okay getting on to the next one. I just try to show up consistently, keep a long term orientation of what we're trying to do. And I found that serves me well over time and seeing a lot of folks who have had big rises and big falls, there's an element of stay in the game and just keep moving forward and doing your best work and don't change your stripes as time goes along. That certainly served me well over time.

Interviewer / Host (66:29)

How's your life turned out differently from how you expected it to?

Jay Ripley (66:32)

It's turned out dramatically differently than I expected it to because we were living in Georgia. There was at the time what was called the Hope Scholarship. The Hope Scholarship was a scholarship that if you had a B average as a high school student in Georgia, you could go tuition free to any in state institution. I think it's called the Zell Miller Scholarship. At the time I was playing hoops, I was not a particularly good engaged student. And I remember my parents said if you don't get a VA or you get the Hope Scholarship, we're not going to pay. We'll pay for your housing if you get it, but if not, you're on your own. You had to have a 3.0 GPA. I graduated high school with a 3.01. I was as unmotivated as you could possibly be while just clearing the bar. I remember when I went to school, as I was going through my finance degree. I had some professors that believed in me early. They helped point me in a direction of you should go in finance. Here's a path that others have pursued that was successful. When I got into banking, you could see that a lot of people had done it because that was what they were supposed to do, but they didn't really love the game. I remember sitting there thinking, I found my calling. This is exactly what I wanted to do. It's challenging me. It's intellectually interesting. I actually like pressure a lot. It was fun to try to grow and improve. As I look at where I am now versus, if you would ask me, when I was 16 in Loganville, I am blessed beyond what I could have ever imagined at that time. And I feel lucky every day to be able to show up and work with my colleagues.

Interviewer / Host (67:43)

All right, Jay, last one. What life lesson have you learned that you wish you knew a lot earlier in life?

Jay Ripley (67:48)

The big thing for me is you can just do things. The world will bend to your will in a way that you wouldn't expect if you have a viewpoint or if you have a way the world you think should pursue. I think the best example is when it came to jam, I was like, look, I don't think we should be committing to large funds. We should be chasing independent sponsors. That seemed crazy, to be honest. God bless my partners for agreeing to go along with it. With hindsight, I was that young founder and that I didn't know any better. It just felt like, well, it seems.

Interviewer / Host (68:11)

Like what you should do.

Jay Ripley (68:11)

And I think now, seeing how that industry has evolved and grown and there's a lot of interest in it, it's become clear if you have an insight and you think the world should operate different than it is, if you pursue with passion, it will bend to your will. I found that to be really enjoyable and we've grown a lot at JAM on the back of that.

Interviewer / Host (68:25)

Jay, thanks so much for sharing these great insights on manager selection.

Jay Ripley (68:29)

Thanks for having me. Ted.

Ted Seides (68:31)

Thanks for listening to the show. If you like what you heard, hop on our website@capitalallocators.com where you can access past shows, join our mailing list and sign up for premium content. Have a good one and see you next time. All opinions expressed by TED and podcast guests are solely their own opinions and do not reflect the opinion of Capital Allocators or their firms. This podcast is for informational purposes only and should not be relied upon as a basis for investment decisions. Clients of Capital Allocators or podcast guests may maintain positions in securities discussed on this podcast.