For PE / VC Investors
Governance health is the variable
your models don't price in, yet.
GPs, Operating Partners, and Deal Teams who need to assess governance health in target companies before capital is committed, and track it across portfolio companies over time.
The Problem
What PE/VC diligence
consistently underweights
Financial and operational metrics get modeled precisely. The governance infrastructure that determines whether the management team can actually execute the value creation thesis goes unscored.
The management team looks capable in the room. The structure beneath them doesn't hold.
Individual talent is assessed. Organizational governance health: how authority flows, how mandate persists, how decisions actually get made, is assumed rather than measured.
The value creation plan requires an operating model the company can't support.
EBITDA improvement thesis assumes execution capacity. Constitutional governance gaps: fragmented decision rights, mandate decay, structural entropy, are invisible to financial diligence and lethal to the plan.
Portfolio governance is managed through board updates, not measurement.
You see revenue, EBITDA, and NPS. You don't see governance drift, the slow erosion of organizational structure that precedes execution failure by 6 to 18 months. By the time the metric shows up, the problem is old.
Exit readiness is assessed late, when remediation is expensive.
Governance issues that affect buyer appetite: audit readiness, AI governance posture, compliance infrastructure, surface at exit prep, not at entry. The cost of fixing them compounds with time.
The Platform
Three engines. Full-spectrum
governance intelligence.
The Investor tier is the only tier with access to the complete SOM/TFF platform, including the SuperEngine, Master Engine, T11, and T12 instruments.
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Master Engine
Constitutional Health Assessment
Run T1–T12 governance diagnostics against any entity: target companies at diligence, portfolio companies on a schedule, or both.
Produces
TIS Integrity Score per company
Perception gap across role layers
90-day remediation roadmap
ALDD drift detection over time
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T11 / T12
PE/VC-Specific Diagnostics
Two instruments built for the investor relationship: T11 assesses deal readiness from the PE perspective; T12 assesses governance from the investor relationship layer.
Produces
Deal readiness governance score
Investor governance health index
GP / Operating Partner / Deal Team layer analysis
Investment memorandum governance input
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SuperEngine
SELL Readiness & Scenario Modeling
The SELL engine maps governance health to exit readiness. The Scenario Generator lets you model governance trajectories before and after intervention. Trickle simulations are run by the Custodian on your behalf.
Produces
GMRS: Governance Market Readiness Score
Buyer archetype fit analysis (4 types)
PE Governance Benchmark comparison
Scenario Generator: licensed governance modeling
Trickle analysis: Custodian-delivered drift modeling
The SuperEngine
Know which buyer
this company is actually fit for.
The SuperEngine runs in PE/VC mode, using a synthetic PE Governance Benchmark as the hidden comparator instead of a live acquirer.
Governance Market Readiness Score: mapped to exit.
The GMRS synthesizes governance health across six weighted components and maps it to four buyer archetypes: Strategic Corporate, PE Platform, PE Add-On, and Financial Sponsor. It tells you which buyer type this company can successfully transact with, and what needs to change for the others.
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Buyer collision analysis: Surfaces governance gaps against each archetype's expectations. PE Platform buyers require operational governance maturity. Strategic buyers weight mandate continuity. The gaps are different. So is the remediation.
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Scenario Generator: A licensed instrument included in your platform access. Run governance what-if scenarios against a company's constitutional profile. Simulate the effect of a key executive departure, a mandate restructure, or a governance intervention.
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Trickle Simulation: Custodian-delivered drift modeling run on your behalf. Models how governance decay compounds over time across multiple portfolio companies. Results are delivered as a structured analysis, not a self-service tool.
SELL Readiness: GMRS
71/ 100
Conditional: Fix First
Governance Quality68
Mandate Persistence79
AI Readiness63
Compliance Posture77
Buyer Archetype Fit
Strategic CorporateHigh
PE PlatformMedium
PE Add-OnLow
Financial SponsorMedium
90-Day Priority
01Resolve Decision Rights ambiguity
02Close Strategy-Capability gap
03Establish AI Governance framework
Investor-Specific Instruments
T11 and T12: built for
the investor relationship
Two instruments that exist nowhere else in the SOM/TFF suite, designed specifically for the PE/VC context and role structure.
T11
CXO · Leader · IC, min 3/max 5 per layer
PE/VC Deal Readiness Diagnostic
Assesses the governance readiness of a target company specifically for PE/VC entry, from the perspective of the deal relationship. Scored across three role layers within the target: CXO, Leader, and Individual Contributor.
Finds
Whether the management team governs the way they present in diligence
Layer divergence within the target that predicts post-entry friction
Deal risk from structural governance gaps before LOI
T12
GP · Operating Partner · Deal Team, min 3/max 5
Investor Governance Diagnostic
Assesses governance health from within the investor organization itself, across the GP, Operating Partner, and Deal Team layers. Measures whether the investor's own governance structure supports the value creation work it intends to do.
Finds
Internal governance gaps that affect portfolio oversight quality
Deal Team vs GP perception divergence on investment thesis clarity
Operating model alignment between investor and portfolio company
The Deliverables
What you walk away with
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GMRS + Buyer Fit Report
Governance Market Readiness Score mapped across four buyer archetypes, with scored gap analysis and fit determination for each archetype type.
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T11 / T12 Diagnostic Outputs
Scored, role-segmented governance assessments across the investor relationship layers: deal readiness from the target's side, governance health from the investor's side.
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TIS Score: Per Company
A single governance integrity index per portfolio company, trackable over time. Gives you a governance trajectory across the hold period, not just a point-in-time snapshot.
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Scenario Generator Access
A licensed instrument within your platform. Run governance what-if scenarios directly: model the effect of leadership changes, mandate restructures, or governance interventions on constitutional health scores.
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Trickle Simulation Analysis
Custodian-delivered drift modeling run on your behalf. Models how governance decay compounds across portfolio companies over time. Delivered as a structured analysis with findings and trajectory projections.
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90-Day Value Creation Governance Roadmap
Prioritized governance interventions designed to run alongside your 100-day value creation plan. Sequenced by constitutional pillar and mapped to exit readiness milestones.
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Portfolio Governance Baseline
Every engagement creates a constitutional baseline. Subsequent assessments measure governance trajectory, giving you a governance velocity metric across the hold period.
The Shift
What changes after an engagement
Before
Governance health is inferred from management team quality and board composition
Value creation thesis assumes execution capacity that hasn't been tested
Portfolio governance is monitored through board packs, not structural measurement
Governance drift is invisible until it manifests as execution failure
Exit prep reveals governance gaps that cost money and delay timelines to fix
T11 / T12 diagnostics don't exist; investor governance is unmeasured
After
Target governance health is scored across T1–T12 before LOI, with a GQF deal risk indicator
Value creation plan is built with constitutional governance readiness already mapped
TIS score gives a single governance health metric per company, trackable on a schedule
Trickle Simulator models governance drift trajectories before they compound
GMRS identifies buyer archetype fit at entry; exit prep starts at close, not 12 months before
T11 and T12 give you a scored, structured view of the investor relationship governance layer
"Governance is not the soft layer beneath the financials. It is the structural condition that determines whether the financial model is achievable. Every value creation thesis rests on governance assumptions that are either sound or broken, and almost none of them are measured."
— From the SOM/TFF Doctrine · Terry L. Dickerson, Custodian Seal #001
Ready to Start
Price governance health into the model.
Investor engagements start at $15K for a single-entity 30-day diagnostic. Enterprise platform access (SuperEngine, Master Engine, T11, T12, Scenario Generator) is available at the $1.5M three-year tier. Trickle simulations are delivered by the Custodian as part of the engagement.