Executive Services
Fractional C-Suite

Officer capacity

Inside the company, not beside it.

Fractional chief financial officer and chief risk officer engagements for closely held companies that need the function without the seat.

The distinction

An adviser recommends. An officer decides.

Most outside help stops at the recommendation. The owner is left holding the decision, and often the decision is the hard part.

Where an engagement calls for it, Executive Services serves in the officer capacity instead — under a written officer designation, a limited power of attorney scoped to enumerated authority, or both. The officer signs, decides within the granted authority, and is accountable for what is signed and decided.

That is a materially different relationship from advisory work, and it is fixed in writing before the engagement begins rather than discovered in the middle of it.

The two seats

What the function covers

Scope is set per engagement. The lists below are the ordinary content of each seat, not a fixed menu.

Chief Financial Officer

  • Cash management, forecasting, and covenant tracking
  • Lender, investor, and member reporting
  • Financial controls and close discipline
  • Transaction support — diligence response, working capital, purchase price mechanics
  • Budget construction and variance discipline
  • Coordination with the company's own CPA and counsel

Chief Risk Officer

  • Risk register construction and maintenance
  • Counterparty, credit, and concentration exposure
  • Contract obligation tracking and renewal discipline
  • Insurance program review against actual exposure
  • Incident, escalation, and continuity protocols
  • Vendor and sub-processor oversight

Where a quantitative assessment is required, it is performed by Executive Services Risk Management under a separate engagement and a separate instrument. The analytical capacity and the officer capacity are not combined in one engagement, and the assessment is not adjusted to suit a decision an officer has already made.

Authority

Fixed in writing, before anything is signed.

The designation states what the officer may do and what remains with the owners. Spending limits, signature authority, banking access, hiring authority, and the matters reserved to the members or the board are enumerated. Anything not granted is retained.

A limited power of attorney, where one is used, is drawn to the same enumeration rather than granted generally. The engagement letter, the designation, and the power of attorney are read together and are drafted so that they do not conflict.

An officer of a Texas entity owes duties to that entity. That is the purpose of the designation, and it is not disclaimed anywhere in the engagement documents.

It is also the reason authority is drawn narrowly and in writing. A duty that is genuinely owed is easier to discharge when its boundaries are known to everyone before the work starts.

Boundaries

What this is not.

  • Not a staffing placement. The engagement is with Executive Services under a written engagement letter, not the introduction of a candidate for hire.
  • Not an accounting or audit practice. Audited financial statements are not prepared and no audit, review, or compilation opinion is issued. The company's CPA is not displaced.
  • Not a law firm. Legal advice is not provided and the company's own counsel is not displaced.
  • Not a broker-dealer or investment adviser. Securities are not offered, recommended, or placed, and investment advice is not given.
  • Not open-ended. Authority that is not enumerated in the designation has not been granted.

Getting started

Engagements begin with scope.

The first conversation establishes which seat is needed, what authority the owners are prepared to grant, and what stays with them. A written engagement letter and designation follow. Nothing is undertaken before both are executed.

Each seat has its own client intake, and the chief risk officer intake changes with the type of matter. The intake collects what is needed for that first conversation.

Begin client intake →