Exploring post-close compensation in business transactions, including trade-offs between salary and incremental payout, structure of compensation for consulting roles, and inclusion of non-compete clauses. Discussing frustration of compensation negotiations during due diligence and transition from full-time employment to consulting, emphasizing the importance of honesty, alignment, and individual contributions.
Compensation for sellers post-close is crucial if they plan to continue working in the business and should reflect the value they add, including bonuses or incentives.
Sellers who plan to stay in the business need to carefully consider their post-close compensation as they transition to being 'just an employee' and should align expectations with the buyer.
Deep dives
Importance of Post-Close Compensation
The podcast episode emphasizes that the importance of post-close compensation for sellers largely depends on the nature of the transaction. If the seller plans to quickly exit the business, compensation becomes irrelevant. However, if the seller intends to continue working in the business, their compensation plan becomes crucial. It is important for sellers to assess expectations with the buyer, especially if the buyer intends to keep them in a leadership role. In that case, the compensation should reflect the value the seller adds to the business, including bonuses or incentive compensation. Sellers should also carefully consider the financial trade-offs between a salary and incremental payout, as compensation increases would affect the company's earnings and subsequent valuation.
Role of Employment and Consulting
The podcast highlights that sellers who plan to stay in the business full-time for many years need to carefully think about their post-close compensation. Sellers who have primarily relied on the earnings of the business now transition to being quote-unquote 'just an employee.' The buyer expects sellers to be paid at a reasonable rate that incentivizes them to perform their work well and cover their day-to-day expenses. Sellers must also consider the buyer's perspective, as the buyer will have to find a replacement for the seller's role. If sellers want to be paid below market rate, it may be challenging for the buyer to find a high-quality candidate who can match the same results. The compensation discussion should align the expectations of both parties and consider the tax consequences of the transaction. Consulting roles can be structured with an agreed-upon hourly rate or annual salary, and such arrangements can also be included in the transaction.
1.
Owner Post-Close Employment and Consulting: Understanding Compensation in Business Transactions
What will your role look like post-close? Do you plan to exit immediately or stay on indefinitely? And how do you want to be compensated in this next phase of your business? In this episode, we examine the different employment structures available and their potential impact on you, your personal finances, and your company. Discussion with Brent Beshore and Emily Holdman starts @ 1:50.
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