skills/cim-teardown/references/persona-overlays.md

# Persona Overlays (PE / Growth-VC / CorpDev / Diligence Lead)

## Table of contents
1. How to apply persona overlays
2. PE Associate (control buyout / LBO lens)
3. Growth/VC investor (growth + unit economics lens)
4. CorpDev lead (strategic fit + integration + synergies)
5. Deal diligence lead (process owner)
6. How the outputs differ by persona

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## 1) How to apply persona overlays
Use persona overlays to:
- adjust question priority scoring weights
- add persona-specific evidence asks
- highlight persona-specific traps

Apply persona overlays only after choosing the primary asset-type overlay. Asset-type guidance should set the driver tree, denominators, owner mapping, and initial gating items first; persona overlays then change emphasis and ranking.

If persona = `mixed` (recommended), merge the top questions from each section, deduplicate, and keep the highest priority.

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## 2) PE Associate (control buyout / LBO lens)

### Decision lens
- durability of cash flows
- margin expansion levers
- cash conversion and working capital
- debt capacity and covenant resilience
- downside case survivability

### Must-ask set (Top 25)
1. Reconcile ARR exit to revenue run-rate, billings, deferred revenue, and cash collections.
2. Provide QoE bridge: GAAP revenue -> adjusted EBITDA, with addbacks by month.
3. Provide gross margin by product line and by customer segment; reconcile to cloud spend and services delivery.
4. Provide customer concentration by ultimate parent and contract renewal schedule (next 24 months).
5. Provide churn log (ARR + logo) and churn reasons; identify any churn cliffs.
6. Provide NRR/GRR by segment for 8+ quarters; reconcile to ARR bridge.
7. Provide pricing realization and discounting trend; identify price-increase headroom.
8. Provide pipeline coverage (weighted) and historical forecast accuracy; identify downside risk to plan.
9. Provide implementation/backlog metrics; quantify services attachment and capacity constraints.
10. Provide working capital metrics (DSO, deferred rev, AR aging) and any collections issues.
11. Provide capex and capitalized software policy; quantify normalized maintenance capex.
12. Provide top 20 contracts: termination, change-of-control, SLAs, indemnities.
13. Identify any customer rights that can impair pricing (MFN, price caps).
14. Provide churn/downsells correlated with price increases or product changes.
15. Provide vendor concentration and key dependencies (cloud, data providers) and contract terms.
16. Provide headcount by function and comp structure; identify any cost step-functions.
17. Validate "run-rate" metrics vs actuals; identify one-time tailwinds.
18. Provide cash flow statement detail and reconcile to bank activity for last 12 months (if needed).
19. Provide deferred revenue rollforward and billings trend to validate backlog.
20. Provide legal/regulatory exposure that can create cash/opex shocks.
21. Validate retention and margin for the largest 10 customers (cohort within top 10).
22. Identify non-recurring revenue sources and normalize.
23. Provide customer contract term distribution; assess renewal seasonality.
24. Provide sales commission structure and any upcoming comp changes.
25. Provide management reporting pack and any lender package used historically.

### PE-specific evidence requirements
- trial balance / GL detail by month
- debt-like items schedule (deferred comp, taxes, leases)
- working capital target and seasonality analysis

### PE traps
- "Adjusted EBITDA" addbacks that repeat
- services margin hidden inside subscription GM
- customer concentration hidden by subsidiaries
- churn cliff in renewal calendar

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## 3) Growth/VC investor (growth + unit economics lens)

### Decision lens
- growth durability and efficiency
- retention/expansion and product-market fit
- CAC efficiency, payback, LTV assumptions
- pipeline predictability and product-led signals

### Must-ask set (Top 25)
1. Provide NRR/GRR by cohort month and by segment for 8+ quarters; reconcile to ARR bridge.
2. Provide churn (logo + ARR) and churn reasons; segment churn by customer size and tenure.
3. Provide expansion drivers (seats, modules, usage, price) and where expansion is concentrated.
4. Provide CAC definition and compute CAC and payback by segment/channel using gross profit.
5. Provide cohort contribution margin and cohort profitability time-to-breakeven.
6. Provide pipeline and stage conversion; compute weighted pipeline coverage and velocity.
7. Provide forecast vs actual history; quantify forecast error distribution.
8. Provide net price realization, discounting trend, and pricing experimentation history.
9. Provide sales productivity metrics: ramp time, quota attainment, rep retention.
10. Provide product usage and engagement metrics (activation, feature adoption) tied to retention.
11. Provide product roadmap and evidence of roadmap delivery velocity.
12. Provide gross margin by cohort/segment and drivers of margin expansion.
13. Validate TAM and ICP; prove ICP profitability and NRR.
14. Provide competitive win/loss data; quantify displacement drivers.
15. Provide unit economics sensitivity: churn up/down, GM, CAC increase.
16. Provide channel mix and partner economics; identify if growth is channel-dependent.
17. Provide customer acquisition sources and changes over time.
18. Provide "Rule of 40" components with definitions.
19. Provide burn multiple and ARR quality (recurring vs usage vs services).
20. Provide customer onboarding time-to-value and correlation to churn.
21. Provide renewals process and renewal pipeline quality.
22. Provide multi-product attach rates and cross-sell motion evidence.
23. Identify any growth that is non-repeatable (one-time partnerships, COVID tailwind, etc.).
24. Provide international growth constraints (localization, data residency).
25. Provide data quality and KPI definition governance (metric glossary).

### Growth traps
- NRR inflated by price increases while GRR weak
- CAC computed excluding sales comp or using revenue not GP
- win rate computed excluding no-decisions
- cohort retention shown only for active customers

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## 4) CorpDev lead (strategic fit + integration + synergies)

### Decision lens
- strategic adjacency and product fit
- integration complexity and time
- tech stack/security compatibility
- go-to-market overlap and synergy realism
- customer overlap and cross-sell potential

### Must-ask set (Top 25)
1. Map product capabilities to your roadmap; identify overlaps and gaps.
2. Validate customer overlap and whitespace; provide customer list (anonymized if needed) with industry/size.
3. Provide integration requirements: APIs, data models, SSO, provisioning.
4. Provide security posture: SOC2, pen test, incident history, data residency.
5. Provide architecture diagram and cloud dependencies; identify portability constraints.
6. Provide contract terms that affect bundling or channel strategy (MFN, exclusivity, restrictions).
7. Provide roadmap commitments to customers (contractual or implied).
8. Provide pricing packaging and discounting; assess bundling options.
9. Provide services/implementation burden and whether your org can absorb.
10. Provide churn reasons; identify churn tied to missing features you can solve.
11. Provide retention by vertical to identify synergy verticals.
12. Provide win/loss by competitor; identify competitor overlap with your strategy.
13. Provide GTM motion details: channel partners, reseller terms.
14. Provide data governance policies and customer DPAs.
15. Provide key talent retention plan and key-person risk.
16. Provide IP ownership details (open source, licenses).
17. Provide compliance certifications required by shared customers.
18. Provide migration history and ability to migrate customers to your platform.
19. Provide operational KPIs: support ticket volume, SLA performance.
20. Validate unit economics if you intend to scale sales motion.
21. Provide geographic exposure and localization requirements.
22. Provide any pending litigation or regulatory investigations.
23. Provide customer success org structure and playbooks.
24. Identify synergy assumptions and validate with pipeline/customer evidence.
25. Provide post-close integration workplan estimates.

### CorpDev traps
- underestimating security/integration blockers
- overestimating cross-sell without ICP overlap evidence
- ignoring contract restrictions on bundling/pricing

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## 5) Deal diligence lead (process owner)

### Decision lens
- complete risk coverage
- evidence collection and tracking
- workstream coordination and timeline
- escalation of deal-breakers

### Must-ask set (Top 25)
1. Build the claims ledger with 100% citation coverage.
2. Confirm metric definitions (ARR, NRR, GM, CAC) and document in glossary.
3. Create evidence checklist mapped to each top claim.
4. Establish data-room index mapping to evidence IDs.
5. Build top 25 questions per workstream and assign owners.
6. Build call plan: mgmt, finance/QoE, RevOps, product, security, legal, customer references.
7. Create red-flag register with detection logic and escalation thresholds.
8. Track open items and blockers daily.
9. Ensure tie-outs are planned and executed (ARR<->Rev<->cash, retention, pipeline).
10. Validate forecast methodology and historical accuracy.
11. Validate customer concentration and renewal calendar.
12. Validate addbacks and adjustments.
13. Ensure security/legal diligence artifacts collected early.
14. Ensure data quality: consistent time periods, units, definitions.
15. Create "decision-impact" tagging and surface top risks to IC.
16. Maintain version control: new data -> change log.
17. Ensure every red flag triggers at least one question and evidence request.
18. Drive follow-ups and confirm commitments.
19. Run QA validation script before sending to IC.
20. Maintain single source of truth (deal_package.json if used).
21. Maintain meeting notes linked to question IDs.
22. Monitor timeline and escalate missing data.
23. Ensure confidentiality and access controls.
24. Produce weekly IC update summary.
25. Prepare final diligence memo structure.

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## 6) How outputs differ by persona
- PE: higher weight on cash conversion, QoE, working capital, contract terms.
- Growth/VC: higher weight on retention/expansion, CAC efficiency, product usage.
- CorpDev: higher weight on integration/security, roadmap overlap, contract restrictions.
- Diligence lead: higher weight on completeness, workplan structure, and evidence tracking.

Recommendation: store persona in `plan.json` and tag each question with persona relevance.