How Are Buyers Handling Owner Salary Add-Backs When the Work Still Needs to Be Replaced?
I understand adding back an owner’s salary when the owner is leaving after the sale. What I struggle with is when the seller adds back 100% of that compensation even though the owner still performs meaningful responsibilities that someone must take over after closing. For example, the owner may handle: * Sales and business development * Finance and accounting * Customer relationships * Operations leadership * General management The seller’s position is often that the salary should be fully added back because the owner will no longer be employed after closing. However, from the buyer’s perspective, the work does not disappear simply because the owner leaves. The buyer must either: * Perform those responsibilities personally; * Promote an existing employee and increase their compensation; or * Hire one or more replacement employees. This can create a significant valuation difference. At a 4.0x multiple: * A $100k-$125k replacement compensation adjustment changes enterprise value by approximately $400k-$500k. That can create a major disconnect between the seller’s view of adjusted EBITDA and the buyer’s view of sustainable, normalized EBITDA. How are others navigating seller compensation addbacks, when they have significant responsibilities?