What We Do

Services

Technology advisory built for private equity firms, their portfolio companies, and mid-market leadership teams that need executive-level technology guidance without the full-time cost.

01

Fractional CTO

C-suite technology leadership — engaged by the week, not hired by the year.

Mid-market companies at the $40M–$400M revenue stage rarely need a full-time CTO. They need someone who can sit in the room with the CEO, translate technology risk into business risk, and hold the technology function accountable — without the $250,000–$350,000 annual compensation package that comes with a full-time executive hire. That is exactly what the Fractional CTO engagement delivers.

Thomas Cloud works directly with CEOs, CFOs, and operating partners — not just with IT staff. This is not managed service. It is executive-level oversight: attending leadership team meetings, participating in board-level discussions when required, and giving ownership and investors a credible technology voice. In PE portfolio companies, this engagement fills the gap between a portfolio company’s IT manager and the operating partner who needs someone to translate technology decisions into investment risk and opportunity.

The engagement is structured around your actual needs — from a defined number of days per month to an on-call advisory model. Scope, cadence, and deliverables are set at engagement kickoff and reviewed quarterly. The goal is not to build a dependency — it is to stabilize the technology function, elevate its strategic role, and position the company for its next stage of growth or exit.

What You Get

  • Dedicated executive technology leadership available to the CEO and leadership team on a defined schedule
  • Participation in leadership team meetings, board presentations, and investor discussions as needed
  • Technology strategy development aligned to business goals, growth plans, and exit timelines
  • Oversight of internal IT staff, MSP vendors, and software vendors with clear accountability structures
  • A rolling 90-day technology priority plan reviewed and updated each quarter
  • Escalation point for technology decisions, vendor negotiations, and infrastructure decisions that carry business risk

Who This Is For: CEOs of PE-backed or founder-led companies between $40M and $400M in revenue who need executive technology leadership but are not ready — or not willing — to commit to a full-time CTO hire.

02

Technology Roadmap

A 3-to-5-year technology plan that your CFO and board will actually read.

Most mid-market companies have no formal technology roadmap. What passes for planning is a combination of vendor renewals, break-fix decisions, and whatever the IT manager requested in last year’s budget cycle. The result is technology that lags the business, capital expenditures that arrive as surprises, and an IT environment that was built for the company three years ago — not the company that needs to operate and scale today.

A Vertex technology roadmap begins with the business plan, not the IT closet. We start by understanding where the company is going — growth targets, operational changes, acquisition plans, exit horizon — and then map the technology investments required to support that trajectory. Every recommendation is tied to a business outcome: revenue growth, operational efficiency, risk reduction, or exit readiness. The output is not a technical wish list. It is an executive-ready document designed to be presented to a board or investor group.

The roadmap is delivered in phases with clear sequencing. Year one priorities are actionable and budgeted. Years two through five provide strategic direction without overpromising. The document includes cost estimates, implementation timelines, risk flags for doing nothing, and decision points that require leadership input. It becomes the governing document for technology investment decisions and gives the CFO a basis for multi-year capital planning.

What You Get

  • A written, executive-ready technology roadmap covering a 3-to-5-year horizon
  • Business-aligned rationale for every initiative — tied to revenue, efficiency, risk, or exit value
  • Phase-sequenced implementation plan with Year 1 items fully scoped and estimated
  • Capital expenditure forecast by year, formatted for CFO and board-level review
  • Risk assessment for deferred investments — what it costs to do nothing and when
  • A quarterly review process to keep the roadmap current as business priorities evolve

Who This Is For: CEOs, CFOs, and operating partners who need a credible technology investment plan — one that can be presented to a board, used to guide budget decisions, or included in an investor data room.

03

Cybersecurity Oversight

Executive governance for cybersecurity risk — before the insurer, the regulator, or the attacker forces the conversation.

Cybersecurity is not an IT problem. It is a business risk that belongs on the same agenda as financial controls and legal compliance. Yet at the mid-market level, security governance almost never exists at the executive level — it sits in the IT department, and it only surfaces when something goes wrong. By then, the breach has occurred, the cyber insurer is asking why controls were not in place, and the deal that was supposed to close next quarter is now on hold.

The gap between a company’s actual security posture and what its cyber insurance policy requires is, in most mid-market environments, significant. Insurers have tightened underwriting standards dramatically since 2020. Policies that renewed without scrutiny two years ago are now being denied or priced to penalize gaps in MFA deployment, endpoint detection, privileged access controls, and incident response planning. Companies that cannot demonstrate compliance with their policy conditions are exposed to claim denial — precisely when they need coverage most.

Vertex provides executive-level cybersecurity governance: translating technical security findings into business risk language, aligning the security posture to insurance and compliance requirements, and establishing the oversight structures that give leadership and the board a defensible record of governance. This is not a penetration test and it is not managed security. It is executive accountability for the company’s security risk — the piece that has been missing.

What You Get

  • Executive-level cybersecurity risk assessment translated into business risk terms — not a technical audit report
  • Gap analysis against cyber insurance policy requirements and common insurer control frameworks
  • Prioritized remediation roadmap with cost estimates and risk-reduction impact for each item
  • Incident response plan reviewed or developed to meet insurer and regulatory expectations
  • Board or investor-ready security governance summary suitable for investor reporting or due diligence
  • Ongoing oversight cadence with quarterly reviews of security posture and policy alignment

Who This Is For: CEOs, CFOs, and PE operating partners at companies carrying cyber insurance, operating in regulated industries, or approaching a transaction where security posture will be scrutinized.

04

Vendor Selection

Independent vendor evaluation with no referral fees, no preferred partners, and no hidden incentives.

Most mid-market technology vendor decisions are made badly. The process is run by IT staff who lack negotiating leverage, driven by vendor sales teams who set the agenda, and concluded with a contract that favors the vendor in every clause that matters — pricing escalators, auto-renewal terms, liability caps, and termination rights. The company signs. The vendor delivers something short of what was promised. And eighteen months later, the contract renews automatically because no one was tracking the date.

Vertex has no vendor affiliations, no referral arrangements, and no financial relationship with any technology provider. Our evaluation is structured around your requirements — not a vendor’s sales narrative. We build the requirements document, run the vendor selection process, evaluate proposals against objective criteria, conduct reference checks with actual customers in comparable environments, and provide a written recommendation with the rationale documented. When the vendor pushes back on contract terms, we are in the room.

This service prevents the two most common and expensive vendor mistakes in the mid-market: buying the wrong solution because the evaluation was run by people who were sold to rather than people who were evaluating, and signing a contract that creates a multi-year trap the company cannot exit. Both scenarios are preventable with independent guidance before the commitment is made.

What You Get

  • Requirements definition document built from business needs, not vendor feature lists
  • Structured vendor evaluation scorecard with weighted criteria agreed upon by stakeholders before outreach begins
  • RFP development and management, including vendor briefings and proposal review
  • Reference verification with customers in comparable environments — not vendor-provided references
  • Written vendor recommendation with full rationale, risk flags, and minority opinion where relevant
  • Contract review guidance covering pricing structure, escalation terms, auto-renewal clauses, liability, and exit provisions

Who This Is For: CEOs, CFOs, and operating partners preparing to make a material technology investment — ERP, cybersecurity platform, cloud infrastructure, core business application — where the wrong decision creates a multi-year operational or financial problem.

05

IT Budget Planning

Technology spending that is predictable, defensible, and tied to what the business is actually trying to accomplish.

Unplanned technology spending is one of the most consistent friction points between mid-market IT functions and their finance teams. Capital expenditures appear without context. Renewal invoices arrive as surprises. The annual IT budget is built by adding a percentage to last year’s number rather than starting from business requirements. PE firms investing in portfolio companies encounter this pattern repeatedly — technology spending that is opaque, unbudgeted, and impossible to evaluate against business outcomes.

Vertex IT Budget Planning produces a structured, business-aligned technology budget with a multi-year view. We inventory every technology spend category — hardware refresh cycles, software licensing and renewals, MSP contracts, cloud services, security tools, and project-driven capital investment — build a 3-year spending model, and map each line item to a business justification. The result is a technology budget that a CFO can defend and a board can evaluate.

The budget process also serves as a forcing function for eliminating waste. In most mid-market environments, a structured spending review uncovers redundant software licenses, unused services being billed monthly, and vendor contracts that auto-renewed at rates that would have been negotiated down had anyone been paying attention. The budget planning engagement typically identifies cost reduction opportunities that offset a significant portion of the advisory fee.

What You Get

  • Complete inventory of current technology spend across all categories — vendor contracts, licensing, infrastructure, and services
  • 3-year technology spending model with annual cost projections by category
  • Business justification for every material spend item — framed for CFO and investor review
  • Hardware refresh schedule with capital expenditure forecast by year, eliminating unplanned CapEx
  • Cost reduction opportunities identified from spending audit — redundancies, unused licenses, unfavorable contract terms
  • Budget template and process documentation for annual technology budget development going forward

Who This Is For: CFOs and PE operating partners who need clear technology spending visibility in portfolio companies — and want a budget process that produces predictable, auditable numbers rather than annual surprises.

06

MSP Oversight

Independent evaluation of the firm managing your technology — because they are not evaluating themselves.

The managed service provider relationship is the most important and least scrutinized technology relationship in most mid-market companies. The MSP monitors the infrastructure, holds the administrative credentials, manages the endpoint devices, and responds when something breaks. In many cases, the MSP is the de facto IT department. And in most cases, no one inside the company has the technical depth to evaluate whether that MSP is actually performing — or simply invoicing.

MSP contracts are written to protect the MSP. Liability caps are typically limited to the monthly service fee — meaning that if the MSP’s failure contributes to a breach or extended outage, your recovery from the vendor that caused the problem is capped at what you paid them last month. SLA language sounds specific until a dispute arises, at which point the definitions are loose enough to absolve the provider of almost any failure. Response time commitments are defined in ways that start the clock at a point favorable to the vendor, not the client.

Vertex provides independent MSP assessment and ongoing oversight. The assessment evaluates current service delivery against contract commitments, benchmarks pricing against the market, identifies contract gaps and liability exposure, and produces a written report with remediation recommendations. Ongoing oversight — conducted monthly or quarterly — creates accountability that changes the nature of the MSP relationship. When the MSP knows there is a technically credible third party reviewing their performance, service levels improve.

What You Get

  • Contract review identifying liability caps, SLA gaps, auto-renewal terms, and termination provisions
  • Service delivery assessment benchmarking actual performance against contractual commitments
  • Pricing analysis comparing current MSP fees against market rates for equivalent service scope
  • Credential and access audit confirming appropriate controls on MSP administrative access
  • Written assessment report with prioritized remediation recommendations and contract renegotiation guidance
  • Optional ongoing oversight engagement providing monthly or quarterly performance reviews and escalation support

Who This Is For: CEOs and CFOs of mid-market companies whose MSP relationship has never been independently reviewed — and PE operating partners evaluating the technology risk profile of a portfolio company that relies heavily on a third-party IT provider.

Private Equity Services

Built for Deal Teams and Operating Partners

The following services are designed specifically for private equity firms — from pre-acquisition diligence through post-close stabilization and ongoing portfolio oversight.

07

Technology Due Diligence

A structured pre-acquisition technology assessment that tells the deal team what the data room does not.

Technology risk does not always surface in financial statements. Infrastructure debt, unsupported systems, security vulnerabilities, vendor lock-in, key person dependencies, and undisclosed cyber incidents are the categories most likely to create post-close problems — and they are the categories most likely to be missed by a diligence process that treats technology as a checklist item rather than a risk domain requiring structured assessment.

Vertex Technology Due Diligence is built on 15 years of Wall Street technology leadership at Lehman Brothers and Nomura Securities, where the stakes of undiscovered technology risk were existential. That background — combined with 12 years running a managed services practice in the mid-market — produces a diligence methodology that evaluates both sides of the technology stack: the enterprise-grade infrastructure and security controls that institutional investors expect, and the operational realities of how mid-market IT environments actually function. The assessment covers six domains: infrastructure condition and technical debt, cybersecurity posture and incident history, vendor contracts and dependency risk, IT operational maturity, key person risk, and technology alignment with the acquisition thesis.

The deliverable is an executive-level diligence report designed for the deal team. It is written in business language, not technical language. Every finding is translated into financial risk terms — estimated remediation cost, timeline, and impact on the investment thesis. Material risks are flagged for deal pricing. Deal-breakers are identified clearly. The report gives the deal team the information they need to negotiate, price, or walk away — and gives the operating partner the foundation for the first 90 days of post-close work.

What You Get

  • Executive-level technology due diligence report structured for deal team distribution and investor review
  • Infrastructure assessment covering hardware condition, software currency, cloud architecture, and technical debt with cost-to-remediate estimates
  • Cybersecurity posture evaluation including vulnerability exposure, incident history review, and insurance alignment
  • Vendor contract inventory identifying lock-in provisions, auto-renewals, unfavorable terms, and post-close notification requirements
  • Key person risk assessment identifying critical IT dependencies and departure risk
  • IT operational maturity scorecard benchmarked against comparable mid-market environments
  • Integration complexity assessment with estimated cost and timeline for post-close IT work

Who This Is For: PE deal teams, operating partners, and M&A advisors conducting technology due diligence on acquisition targets in the $40M–$400M revenue range — particularly in sectors where technology is a core operational dependency.

08

Post-Acquisition IT Integration

Technology leadership in the first 90 days after close — when inherited risk becomes operational reality.

The 60 days following an acquisition close represent the highest technology risk window in the investment lifecycle. Key IT staff, who stayed through the sale process with no certainty about their future, begin to leave. Institutional knowledge about how systems were configured, which vendor relationships require personal relationships to function, and where the undocumented workarounds live — walks out with them. At the same time, the new ownership team is discovering what the due diligence process did not fully capture: the MSP contract that auto-renewed two weeks before close, the ERP system that has not been updated in three years, the critical business application supported by exactly one person who just gave notice.

Vertex provides hands-on technology leadership in this window. The engagement begins at or shortly after close, with immediate stabilization work: validating the technology environment against what was represented in diligence, securing administrative credentials and access controls, evaluating the existing MSP relationship, and identifying the personnel dependencies that require immediate action. Simultaneously, we build the 90-day technology action plan — the bridge between what was inherited and what the business needs to operate effectively under new ownership.

The post-acquisition engagement is not passive oversight. It is active leadership: making vendor decisions, managing IT staff transition, communicating with the operating partner, and building the technology roadmap that reflects the investment thesis. For companies that do not yet have internal technology leadership, the engagement extends naturally into a Fractional CTO relationship while permanent leadership is recruited or the business matures.

What You Get

  • Day-one technology environment validation against due diligence findings — confirming what was represented and surfacing material gaps
  • Administrative credential and access control audit and remediation — ensuring the new ownership team controls its own environment
  • MSP relationship assessment with immediate recommendation: retain, renegotiate, or replace
  • Key person risk mitigation plan addressing critical IT staff retention and knowledge documentation
  • 90-day technology action plan with prioritized initiatives, owners, and success metrics
  • Operating partner reporting cadence with regular technology status updates in business-ready format
  • Transition to ongoing Fractional CTO or Technology Roadmap engagement as the integration stabilizes

Who This Is For: PE operating partners managing a newly closed acquisition — particularly where technology was flagged as a risk area in diligence, where IT leadership at the portfolio company is thin, or where the business is operationally dependent on technology and cannot afford an extended stabilization window.

09

Portfolio Technology Assessment

A rapid, executive-level technology risk evaluation for every company in your portfolio — not just the ones with obvious problems.

Technology risk in a PE portfolio is rarely evenly distributed, and it is rarely where you expect it. The company that looks operationally stable has a cybersecurity posture that would fail a serious insurer audit. The company that just renewed its MSP contract did so without anyone reading the liability provisions. The company you are planning to add-on to has vendor contracts that will require consent to transfer. None of these findings require a multi-month engagement to surface. They require a structured, experienced set of eyes in the environment for a defined period.

The Portfolio Technology Assessment delivers an executive-level risk report in four to six weeks. The scope covers the five categories that create the most disproportionate risk relative to their cost to address: cybersecurity posture, MSP contract and performance quality, critical vendor dependency and contract terms, infrastructure condition and near-term capital requirements, and key person risk in the technology function. Each finding is rated by severity and business impact. The report concludes with a 90-day action plan — specific, sequenced, and actionable by operating company management without requiring ongoing consulting engagement.

This service is designed for PE firms that want portfolio-wide technology visibility without commissioning a full diligence engagement at each company. It is also used as a rapid assessment tool post-close, when the deal team wants to move faster than a full post-acquisition integration allows. The output is a document that belongs in the portfolio company’s board package — one that gives the operating partner a clear view of where technology risk sits and what it will cost to address it.

What You Get

  • Executive-level technology risk report suitable for operating partner and board distribution — written in business language, not technical language
  • Cybersecurity posture assessment with gap analysis against insurer requirements and common compliance frameworks
  • MSP contract and performance review identifying liability exposure, SLA gaps, and pricing benchmarks
  • Critical vendor dependency map with contract terms, renewal dates, and concentration risk flags
  • Infrastructure condition summary with near-term capital expenditure forecast
  • Prioritized risk register with severity ratings, business impact descriptions, and cost-to-remediate estimates
  • 90-day action plan with sequenced, owner-assignable initiatives that operating company management can execute

Who This Is For: PE operating partners and portfolio management teams seeking technology risk visibility across multiple portfolio companies — particularly firms preparing companies for add-on acquisitions, refinancing events, or exit processes where technology posture will be scrutinized.

Let’s Talk About Your Technology.

Whether you need technology due diligence, infrastructure risk assessment, or fractional CTO leadership — the first conversation is always free.

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