
The Perfect RIA Negotiating Deal Terms With Peter Velardi
Jan 15, 2026
In this discussion, Peter Velardi, founder of JPTD, shares his expertise in negotiating advisory transitions and M&A. He explains the significance of earnouts and detailed deal terms, emphasizing their impact on the final sale price. Peter cautions against negotiating directly with single buyers, highlighting the value of creating competition in the market. He offers insights on structuring payouts, designing post-sale roles, and navigating the intricacies of valuations, all while noting the current seller's market as an optimal time for advisors.
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Buyers Want Earnouts To Succeed
- Firms generally want sellers to hit earnouts because growing the acquired business benefits them economically.
- Most clients do hit earnouts since buyers invest resources to help achieve those targets.
Negotiate Value And Payout Mix
- Negotiate broadly: push valuation ('air in the balloon') and then structure payouts and equity mix to match your goals.
- Trade some upfront cash for equity or future pay if that funds team retention or long-term incentives.
Design Your Post‑Deal Role
- Design your post‑deal job: define tasks you love and eliminate those you hate through deal terms.
- Use the transition to focus on your highest and best use and shift other responsibilities to the buyer.
