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Investment Committee Memo Template

Four documents and three sheets that carry every headline figure on two definitions, the deck's and the one the data room actually supports.

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What you get

Pack of 7 files: 4 documents, 3 spreadsheets

Investment Committee Memo Template
  • Investment MemoDocument
  • Risk RegisterDocument
  • Open Question NoteDocument
  • Committee Presentation OutlineDocument
  • Metric SummarySpreadsheet
  • Comparable AnalysisSpreadsheet
  • Risk MatrixSpreadsheet
RiverInvestment Committee Memo Template

Investment Memo

[Company] — [Series _] — Investment Committee, [date]

Deal lead and diligence support named. Every figure carries its source in the Metric Summary sheet, and every figure with no support is marked absent and becomes a request rather than an estimate.

1. Recommendation

One line: the check, the round, and the pre-money you are recommending, which is not always the pre-money on the term sheet.

What would change this. The specific documents that would move the recommendation, and what each one is worth in turns of the entry multiple.

3. The two sets of numbers

MetricDeckData room supportsGap
Recurring revenue———
Entry multiple at proposed pre———
Year on year growth———
Net dollar retention———
Gross margin———
Payback on acquisition cost———

Both definitions get written out in words rather than abbreviated. The row that decides the memo is the one where a fixed pre-money produces two different multiples.

11. What the committee is being asked to decide

The numbered decisions, ending with whether to vote before the outstanding requests arrive.

A deck puts annual recurring revenue at 14.2 million dollars. The contract register in the same data room supports 11.9 million, counting only subscriptions with twelve months or more of remaining term and leaving out three unpaid pilots. Both figures are arithmetically correct. At the round's 96 million dollar pre-money, one of them is 6.76 times revenue and the other is 8.07 times. Holding the multiple the deck's own number implies puts the price at 80.5 million, so 15.5 million dollars sits inside a definition nobody wrote down.

Every investment memo template you can download is a list of section headings. Eleven of them, or fourteen, with a note on what belongs under each. None answers the question that actually stalls an associate: what to write when the figure a section needs is not in the deck at all. This pack carries each metric twice, with both definitions spelled out in words and the source document on the row. Figures with no support get marked absent rather than filled in with a benchmark.

A private company follows none of the rules a public filer does, and one of them is still the right test. Item 10(e) of Regulation S-K bars a registrant from smoothing a charge as non-recurring when a similar one landed in the prior two years. Regulation G makes any adjusted measure arrive beside its comparable one. Run that window over the deck's own definitions, which is where a pitch deck analysis starts.

One company, two sets of headline numbers, and the price that sits between them

The Metric Summary, the Comparable Analysis, the Risk Matrix and the memo itself.

Investment Committee Memo Template
RiverMetric Summary

Metric Summary

Illustrative, for a fictional warehouse-scheduling company raising a 24 million dollar Series B at 96 million pre-money. Same company, same period, same source documents. Only the definition changes between the two figure columns.

MetricDeckData room supportsGapSource
Recurring revenue14,200,00011,900,0002,300,000Deck p.11 / Contract Register
Entry multiple at 96m pre6.76x8.07x1.31 turnsTerm sheet 14 Apr
Year on year growth82%68%14 ptsRegister history
Net dollar retention124%106%18 ptsCohort file, folder 4
Gross margin79%71%8 ptsLedger / payroll register
Payback on acquisition cost14.0 mo21.5 mo7.5 moLedger / Register
Monthly operating burn780,000905,000125,000Cash flow / asset register
Runway19 mo16 mo3 moBank statements 31 Mar
Cohort retention before 2024not presentedabsentRequested. Folder 4 starts Q1 2024

The whole memo is in row two. The price was negotiated against 14.2 million and the business is described by 11.9. Holding 6.76 times against the supported figure puts the pre-money at 80.5 million dollars. Two of these gaps cross a line rather than moving a number: payback leaves an 18 month policy limit, and runway stops covering the next financing window.

RiverComparable Analysis

Comparable Analysis

Every row carries the reason it belongs and the reason it might not, and the two exclusions sit below the median rather than being deleted. A set where each company looks perfect is a set that was chosen.

ComparableBasisMultipleGrowthWhy it belongsWhy it might not
Wrenfield SystemsLast private round7.4x71%Same buyer inside a logistics operatorPriced in a different rate environment
Lambert YardLast private round5.9x58%Same committed annual contract shapeRoughly twice the revenue scale
Deerpath FreightPublic trading8.8x64%Closest product overlapLiquidity premium, audited results
Ostrander DepotPublic trading6.1x49%Reports backlog separatelyFour quarters of deceleration
Calverton LogisticsTrade sale4.7x41%Same customer base, strategic buyerControl deal, margin below the set
Median of the set6.1x58%
Implied pre-money on deck revenue86,600,0006.1x on 14,200,000
Implied pre-money on supported revenue72,600,0006.1x on 11,900,000
Round as proposed96,000,000Above both
Excluded: Ashcombe HandlingLast private round11.2xReports bookings, sells direct to retailers
Excluded: Threlkeld RailPublic trading3.2xHardware is over half of revenue

Three numbers in a column, in that order, is the valuation section of the memo. The round sits above the price the median supports on either revenue basis, and that finding needs no adjective.

RiverRisk Matrix

Risk Matrix

Likelihood has a fourth value, occurred, because most of what diligence finds has already happened. Filing a fact as a probability understates it and lets the meeting treat it as a forecast.

RiskLikelihoodModel line it movesQuantified effectWhat resolves it
31 accounts on month-to-month terms in the headline revenueOccurredEntry multiple1,780,000Order forms for the largest six
Three unpaid pilots in the headline revenueOccurredEntry multiple520,000Pilot agreements and conversions
Payback crosses the 18 month policy limitOccurredPayback threshold21.5 vs 14.0 moMonthly cohort payback series
53% of contracted revenue in ten accountsOccurredConcentration6,340,000Renewal history, change of control terms
Free tier hosting booked outside cost of revenueOccurredContribution margin8 pts of marginGross margin bridge to the ledger
Runway 16 months rather than 19OccurredRunway3 monthsBoard approved operating plan
Second largest account renews unpricedPossibleGrowth case940,000Renewal correspondence
Founder is the only proven closerPossibleOperating plannot quantifiableQuota attainment by representative
No cohort retention before Q1 2024OccurredGrowth casenot quantifiableCohort export from the billing system

Two rows carry no number and say so. A fabricated severity score is worse than an honest blank, because it gets averaged with the real ones. Both go to the Open Question Note as a request against a named file.

RiverInvestment Memo

Investment Memo

Section 1 of 11. The numbers section sits third, ahead of market and team, so the price conversation happens while there is still time to have it.

1. Recommendation

Proceed at a lower price, or pass. A 12 million dollar check into a 24 million dollar Series B, at a pre-money of 80.5 million rather than the 96 million on the term sheet.

The reason is one arithmetic fact. The deck's 14.2 million dollars of recurring revenue counts 31 accounts with no committed term and three unpaid pilots. On the definition the contract register supports, recurring revenue is 11.9 million. At 96 million pre-money that is 8.07 times revenue rather than 6.76, and holding the multiple the deck's own figure implies puts the price at 80.5 million.

We are not arguing the company misrepresented anything. Both figures are correct on their own definitions and neither is unusual in a Series B deck. We are arguing that the price was negotiated against one of them and the business we are buying is described by the other.

What would change this. Signed order forms converting the six largest month-to-month accounts adds 1.06 million of contracted revenue, which at the same 6.76 times puts the price at 87.6 million. Converting two of the three pilots at their stated dates adds a further 340,000 and puts it at 89.9 million, which we would support.

11. What the committee is being asked to decide

One. Which recurring revenue figure the price should be set against. Everything else follows from that answer. Two. Whether to grant a payback policy exception at 21.5 months, or make it conditional on the margin bridge. Three. Whether to vote before the cohort file, the attainment series and the renewal correspondence arrive.

Edit with AI

What is in the pack

01

Metric Summary

One row per metric with both definitions written out in words, the source document and page, the arithmetic where the figure was derived, and the deal model line it moves

02

Comparable Analysis

Five comparables each carrying the reason it belongs and the reason it might not, with the two exclusions recorded below the median instead of deleted

03

Risk Matrix

Every finding tied to the model line it moves and quantified where the documents allow, with occurred as a fourth likelihood value beside likely, possible and unlikely

04

Investment Memo

Eleven sections with the two revenue figures on page two, written for a partner who never met the founders and has to vote anyway. Once it passes, the recommendation becomes the thesis a 100-day plan has to trace every post-close initiative back to

05

Risk Register

The argument behind each matrix row, with the case for the risk and the case against it, because a register with one side is a list of worries

06

Open Question Note

Each absent figure as a request naming the file, the period and the system it comes from, plus what memo section it is holding up

07

Committee Presentation Outline

Nine slides that open on the recommendation and the price arithmetic rather than reaching valuation in the last ten minutes

08

Open Question Sweep

Runs against the absent rows and flags any request still outstanding inside a week of the committee date, which is when a deferral becomes likely

How it works

  1. 1

    Send the deal

    The deck, the model if you were given one, the data room or its index, your reference notes, and the terms as proposed.

  2. 2

    Build the metric summary first

    Each headline figure gets the definition that produces it, then the definition the documents support. Figures with no support are marked absent, never estimated, and become requests.

  3. 3

    Carry every gap to the price

    A fixed pre-money over two revenue figures is two multiples. The gap in turns, and the price that holds the deck's own multiple, is the memo's opening paragraph.

  4. 4

    Write the memo, then walk it back

    Every figure in the memo and on every slide is checked against the sheet it came from. Where they disagree the sheet gets fixed, not the slide.

Frequently asked questions

Which recurring revenue figure is the right one?

Both, for different questions. The company's figure answers what the business collects today if nothing changes. The contracted figure answers what it collects if every account exercises its exit rights. The one that matters is whichever the price was negotiated against, and the memo's job is to say which that was.

Is this a deal memo or a full committee memo?

A full one. A deal memo written after a first meeting has the deck and nothing else, and this pack marks almost every row absent, which is a useful two-page output. The eleven-section structure and the two-definition sheet are built for the document a partnership actually votes on.

Does it price the round or produce a valuation?

No, and that boundary is deliberate. It produces the multiple range a documented comparable set supports, applied to both revenue bases, with the round price beside them. A person qualified to price the deal works from that. Nothing here reaches a valuation conclusion.

What format are the downloaded files?

Word documents for the memo, register, open questions and presentation outline, and CSV for the three sheets. Nothing needs converting. The documents open in Word, Pages and Google Docs, and the sheets open in Excel, Numbers and Sheets with the columns intact.

What does Edit with AI actually do?

It installs the pack as a private workspace and reads whatever you send it. The first pass builds the metric summary and reverse engineers the definition behind each stated figure. Then it recomputes on the definition your documents support and tells you which headline number moves, and by how much.

We already have a memo template. What does this add?

The arithmetic between the sections. A section list will not tell you what to write when the cohort file starts eighteen months late. Pair it with the investor due diligence checklist for the room this memo's figures come from, a legal due diligence checklist for the consent side, or reference call findings for what a candidate's own list will not volunteer.

How does it handle the cap table and the waterfall?

It reconciles fully diluted shares to the stock ledger and the option plan, and it reads the preference terms out of the charter rather than assuming standard ones. Proceeds at a range of exit values are a waterfall analysis, and the legal read of the documents is an equity and cap table legal review.

Sources

  1. eCFR17 CFR 229.10 (opens in a new tab)
  2. eCFR17 CFR 244.100 (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

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Reviewed by

Brian Joseff, Co-founder, River

LinkedInX

Related

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Find out which of your headline figures the price depends on

Send the deck, the data room and the terms. The first pass builds the metric summary and names the gap in turns of the entry multiple.

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