Carried Interest
The performance fee earned by private equity, venture capital, and hedge fund managers — typically 20% of profits above a hurdle rate.
Carried interest (or 'carry') is the share of investment profits that private equity, venture capital, and hedge fund managers receive as compensation for managing a fund. The standard structure is '2 and 20': a 2% annual management fee on assets under management and 20% of profits above a minimum return threshold (the 'hurdle rate,' typically 8%). The 20% of profits is the carry — and for successful fund managers, it can represent tens or hundreds of millions of dollars.
Carried interest is taxed as long-term capital gains (currently 20%) rather than ordinary income (up to 37%), provided the investment is held for more than three years. This treatment has been politically controversial for decades because fund managers are earning carry as compensation for their management work — not because they invested their own capital. The Tax Cuts and Jobs Act of 2017 extended the holding period requirement from 1 to 3 years, but left the capital gains rate intact.
For employees at PE and VC firms below the partner level, carry is often a meaningful component of compensation. Associates, VPs, and principals typically receive a small percentage of the carry pool — perhaps 0.1–1% of fund carry — which can still be worth millions if the fund performs. Carry is illiquid and subject to vesting (usually based on fund performance period), so it's a very long-horizon compensation component. Understanding the fund's vintage, investment pace, and performance prospects is essential for evaluating the value of carry.
How Carry Is Distributed
- Carry is paid out of realized profits after limited partners (LPs) receive their invested capital plus the hurdle rate back.
- The 20% general partner (GP) share is then distributed according to a 'carry waterfall' — typically partners first, then split among team members per their carry allocation.
- Team carry allocations are usually expressed as a percentage of the GP's 20% carry (e.g., 'you receive 0.5% of carry,' meaning 0.5% × 20% of fund profits = 0.1% of total fund profits).
- Vesting: carry typically vests over time (often tied to the fund's investment period and life) — leaving before vesting means forfeiting unvested carry.
- Clawback provisions require GPs to return carry already paid out if later investments in the fund underperform.
Evaluating Carry as Compensation
- Ask what the fund's vintage year is and how much of the portfolio is marked up — carry on early-stage funds can be years from realization.
- Ask for your specific carry allocation as a percentage — not just 'you'll share in the carry.'
- Understand the hurdle rate and preferred return: carry only pays after LPs receive 8% (or whatever the stated hurdle is).
- Model the distribution: if the fund is $500M and returns 2.5x, profits are $750M. 20% GP carry = $150M. Your 0.5% of carry = $750,000 — before taxes.
- Check whether carry is distributed annually or held until fund wind-down. Ten-year carry is very different from a 3-year realization.