While often seen as aligning interests, giving sellers equity in the parent acquirer can backfire. It dilutes their risk on their specific business unit's performance, as their compensation becomes tied to the entire company's success. This can reduce focus on hitting their own unit's targets.
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When selling to a PE firm, entrepreneurs must realize the buyer's unit of optimization is their entire portfolio, not the single acquired company. A PE firm acts as an asset manager allocating resources across investments. This means decisions about your former company will be made in the context of their broader portfolio performance.
Serial acquirer Lifco improves post-acquisition performance by having sellers retain an ownership stake in their business. This goes beyond typical earn-outs, keeping the founder's expertise and incentives aligned with the parent company for long-term growth, rather than just hitting short-term targets.
When discussing compensation, frame equity as providing four things: cash flow, sale bonus, risk, and control. Most employees only want the first two and actively avoid risk and aren't getting control anyway. This simplifies the conversation and allows you to offer profit share and sale bonuses instead of actual shares.
To ensure true alignment and 'skin in the game,' offer proven managers the opportunity to buy into the HoldCo's equity rather than giving them stock grants. People value what they pay for, creating a stronger sense of ownership and long-term commitment.
Giving management 15% equity instead of the standard 10% is a small cost to the sponsor (e.g., an 85% stake vs. 90%). However, this 50% increase in potential wealth for management creates significant alignment and motivation, leading to a much larger overall enterprise value that benefits all parties.
Gifting non-performance-based shares to all employees doesn't foster an 'owner mindset.' True ownership thinking is better cultivated through incentives tied to specific, controllable outcomes, like targeted cash bonuses. Standard equity compensation often just becomes another part of the salary package, disconnected from individual impact.
Go beyond standard performance-based earn-outs by structuring payments with 'kickers' that reward sellers for specific de-risking actions. For example, if there's high customer concentration, offer an additional payment for diversifying revenue away from the main client, aligning them with the buyer's risk mitigation goals.
Salespeople's biggest frustration with comp plans is being held accountable for outcomes they can't directly influence. This perceived unfairness is a primary driver of attrition, making it critical to align incentives strictly with a seller's direct responsibilities and control.
Founders often assume employees share their risk appetite for equity, but this is a mistake. When offered a choice between a higher cash salary and a mix of cash and equity, the vast majority of employees will choose the guaranteed cash, revealing a fundamental aversion to risk.
To retain founders who've already cashed out, use a dual incentive. Offer rollover equity in the new parent company for long-term alignment ('a second bite at the apple'), and a cash earn-out tied to short-term growth targets. This financial structure is crucial when managing wealthy, independent operators who don't need the job.
