A Q&A with Founding Partner, Mark Hayes
From the shifting macroeconomic order to the fragmentation of capital markets, leaders are searching for new ways to sustain value in an environment that is defined by volatility. Against this backdrop, Breakwater Capital Markets has developed a proprietary approach called the Valuation Operating System (VOS) that reinvents and redefines how public companies build and defend valuation. Mark Hayes, founding partner of Breakwater Capital Markets, took some time to break down the VOS and how it fits within the current capital markets and investor relations environment.
Breakwater Capital Markets has just unveiled the Valuation Operating System. What is it, in the simplest terms?
Hayes: The Valuation Operating System is a strategic framework that unifies everything a company needs to manage valuation holistically. It integrates enterprise strategy, leadership alignment, governance effectiveness, investor intelligence, communication precision, and risk preparedness into one operating architecture. The premise is simple but powerful: valuation is an enterprise discipline to be managed cross-functionally and with rigor.
Why launch it now?
Hayes: The world has shifted. We are operating in a structural environment of higher capital costs, greater geopolitical risk, rapid technological change, and significantly more selective investors. In this context, valuation is harder to earn and easier to lose. Companies need to actively manage how markets perceive their resilience and their potential. That is exactly what the VOS is designed to help them do.
How does this differ from historic models?
Hayes: Traditional valuation frameworks are backward-looking. They center on comps, multiples, and discounted cash flows. Those tools remain useful, but they are incomplete. Today, valuation reflects far more: governance credibility, leadership trust, communication clarity, and preparedness for external shocks. The VOS makes these elements measurable, manageable, and strategically aligned. It’s a step change from calculation to orchestration.
What was the intent behind building this system?
Hayes: Our intent was to design the full suite of solutions a company needs to both build valuation and defend it. Too many organizations have vulnerable valuations. The VOS brings strategy, governance, communication, and market intelligence into a single framework. It allows leaders to anticipate challenges, align internally, and reinforce valuation systematically.
How should boards think differently about valuation under this model?
Hayes: Boards have always had an indirect role in valuation through capital allocation, risk oversight, or CEO succession. But the VOS gives them direct visibility into the drivers of valuation: what is supporting the premium, what is eroding it, where resilience lies. That allows boards to guide management more effectively, ask sharper questions, and ensure governance is not just compliant, but value accretive.
The macroeconomic context seems central to this. How does the VOS respond to the world we’re in now?
Hayes: Breakwater Capital Markets is built for the future. Here is what’s ahead: structurally different growth, persistent operating pressures, evolving policy and regulatory approaches, regionalized supply chains, and volatile geopolitics. All of this feeds directly into valuation. The VOS embeds those realities, geopolitical mapping, policy sensitivity, investor behavior shifts, into valuation planning. It equips companies to be proactive in their messaging and strategic in their resilience, rather than reactive.
Is this a pivot from the view that valuation is something the market “does” to public companies? How do you change that mindset?
Hayes: That is the critical shift. Valuation should be treated like any other controllable discipline, supply chain, cost management, digital transformation, etc. VOS reframes valuation as something leaders can shape, defend, and optimize systematically. Once that mindset takes hold, valuation is no longer left to chance; it becomes a managed outcome of leadership.
How do leadership and governance play a large role here?
Hayes: Markets place a premium on trust in leadership and governance. In periods of uncertainty, that premium widens. The VOS includes structured assessments of leadership credibility, governance effectiveness, and board alignment. By making these visible and actionable, we help companies ensure that investor confidence extends beyond numbers to the quality of decision-making behind those numbers.
Investor engagement has also evolved significantly. How does VOS address that?
Hayes: Investor engagement is about sustained confidence. Active investors demand sharper narratives. The VOS identifies the segments of the investor base that matter most, aligns engagement to their frameworks, and ensures communication is disciplined, consistent, and forward-looking.
How do you see valuation models themselves evolving?
Hayes: Valuation models are becoming multidimensional. Investors still look at cash flow and growth, but increasingly they price in resilience, strategic agility, and adaptability. We believe valuation will evolve into a composite measure of both performance and perception, but perception on materially different valuation criteria than historically. Our VOS is built for that future.
How should management teams actually use this system day-to-day?
Hayes: They should use it as a compass. The VOS is not a report—it is an architecture for the C-suite. It shows how strategy, governance, market intelligence, and stakeholder perception fit together in shaping valuation. That allows leaders to make trade-offs with clarity, to align communications with investors, and to ensure that every decision reinforces, not undermines, the company’s equity story.
And how do they use it when it comes to transactions, such as M&A, capital raises, debt refinancings?
Hayes: Transactions are valuation-critical moments. With the VOS, companies can stress-test narratives, anticipate perception risks, and prepare responses before they go to market. It transforms transaction planning from a financial exercise into a strategic valuation discipline.
What about activism? Does VOS help companies prepare?
Hayes: Activists thrive on valuation gaps between intrinsic value and market perception. The VOS is designed to close those gaps. It helps position leadership alignment, governance credibility, and narrative coherence, so companies are not vulnerable when pressure arrives.
How does VOS incorporate communications and reputation?
Communications are often underestimated, yet reputation and narrative discipline can account for a material share of equity premium. The VOS quantifies these factors, ensuring companies speak with consistency and credibility. It gives leaders a framework to reinforce reputation not as a soft concept, but as a valuation driver.
And what does this mean for risk management?
Hayes: Risk management now extends beyond operational risks to a more holistic focus on resilience. Markets move not just on what happens, but on how they believe a company will respond and be able to be resilient. The VOS integrates geopolitical and policy monitoring with investor sentiment, so companies can pre-emptively address risks that might impair valuation.
How does VOS connect to the evolution of corporate strategy more broadly?
Hayes: Strategy used to be about growth, share, and efficiency. Today, strategy must also be about resilience, credibility and valuation and a lot of the content, communication and engagement is different on those topics. Investors don’t just want to understand what a company does, but how sustainably it can do it. Our VOS makes valuation the natural extension of strategy—it is how the market tests whether strategy is working.
Looking ahead, what shifts in investor expectations do you see?
Hayes: Investors will demand greater transparency, sharper governance, and clearer articulation of resilience. They will reward companies that can demonstrate foresight and discipline. Those that cannot, will trade at a persistent valuation discount. The VOS helps companies stay firmly in the first camp.
Is this relevant to small and mid-cap companies as much as to large and mega cap?
Hayes: Very much so. Large companies face scale and complexity; small and mid-caps face visibility and credibility challenges. For both, valuation resilience is critical. The VOS equips them with the same sophistication, ensuring that size does not dictate access to capital on favorable terms.
How should boards and management measure success through the VOS?
Hayes: Success is not just a higher multiple; it is valuation resilience. Lower volatility, stronger confidence, and the ability to sustain a premium through cycles. When boards and management teams see valuation as stable and predictable, even in turbulence, that is when the system is delivering.
Finally, if we talk about VOS three years from now, what will have changed?
Hayes: The firms that embrace the VOS will thrive over a disrupted future and those that don’t will struggle to earn trust in volatile markets. My hope, and our mission at Breakwater Capital Markets, is that the Valuation Operating System becomes the standard by which leaders manage their most critical asset: confidence in the future on one of the world’s most challenging stages.