How to structure awards of "sweat equity" to searcher - Profits Interest, Phantom Equity, Something Else?
April 06, 2026
by a searcher from Vanderbilt University in Milwaukee, WI, USA
A mentor of mine and I (searcher) are partnering on our search. He is bringing a majority of the equity to fund the deal initially and I will be operating the company day to day, growing it to tremendous heights of course! We're looking for a tax-efficient way to get me up to 51% equity in the company over time. We also are planning on a forever hold, so things that vest / apply only at an exit don't fully solve our problem.
There are many ways we could approach this and it has been hard to separate the concepts from the legal approaches due to the tax implications of each:
1. Searcher buys out mentor's equity at pre-determined value
2. Searcher receives increasing portions of distributions based on growth to perform said buy-out
3. Searcher receives equity grants based on performance out of mentor's shares
4. Searcher receives the right to a higher proportion of distributions than his current equity share based on growth and then has immediately vesting equity in case of exit (helps with taxes?)
5. Mentor could set up a separate loan to searcher such that searcher actually goes in at 51% equity contribution during transaction, with loan repayment terms pegged to business performance or distributions
6. Probably a bunch of other ways I haven't thought of yet
Most of the posts I've read on Searchfunder on this topic have been in the context of wanting to award equity (or equity-equivalents) to key employees. As such, most of those answers focus on keeping the cap table clean, which doesn't apply here since both of us will already be on it. In other research online, I found warnings about needing to pay taxes on the value of equity awards so that's something I'm thinking about.
If anyone has been in a similar situation as part of their deals, I would be grateful to learn how you approached it.
We will certainly discuss this with our M&A lawyer / CPA, but I would like to be educated going into those conversations and offer a few potential paths based on our objectives. Thanks for any advice folks are willing to share here!