Post Acquisition - Can I hire a GM with call options on their equity?

searcher profile

September 15, 2024

by a searcher in San Francisco, CA, USA

I'm a prior searcher turned operator running a franchise with multiple territories. I'm in the early stages of hiring a GM (someone with strong industry and local connections) to run the business for me, enabling me to pursue other acquisitions. I want the GM to be incentivized by the growth of the company and I also want some level of protection against them setting up shop next door, given that non-competes are not too powerful in California. The only other possibility is to make them a partner and have them also sign the FDD. The franchisor requires 25% equity to consider them an operating partner and being eligible to sign the FDD. I primarily only want to do a profit share incentive with the GM instead of giving up equity.

Now from an owner POV, what if the GM hire is not a fit or leaves the company? Then I will want to hold call ptions on their 25% shares such that I get the right to execute if they are separated from the company. I can make the 25% shares non-transferable and my call options will never expire.

To clarify - I'm NOT trying to mislead the potential GM hire. I will be upfront with them that their incentive is a nominal base pay ($80K-$100K is standard in this location) and the 25% profit share above a certain cashflow threshold and not the equity being assigned to them. I will not be giving the 25% equity right away but will have an initial period of 3-6 months with them working under base+bonus and then transitioning to equity once there is good mutual fit. I will be clear with them regarding this as well. Yes, I do know about the tech startup standard of 1 year cliff and 4-5 year equity but I personally prefer profit share and the equity here is only in play to have the GM sign the FDD.

  1. Does this seem like a feasible plan?
  2. Have you or do you know of anyone who has done something similar to this?
  3. All of the shares in the company are common shares. So if I give 25% equity then is the GM entitled to 25% of all cashflow instead of my proposed 25% of cashflow above a certain threshold?
  4. Anything else obvious that I could be missing here?
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commentor profile
Reply by a searcher
from Colorado State University in Centennial, CO, USA
^redacted‌ thanks for the Tag. As its said a couple of times here, phantom shares/profit sharing/shadow equity should be the way to go. This can be converted at a later time (after a few YEARS) once you both know its a fit.. The concern to the GM with immediate equity is that this will also be a taxable event for them which they may not be prepared for. You don't want to put them in that situation.
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Reply by a searcher
from University of Maryland at College Park in Tysons, VA, USA
Obligatory comment to consult with a lawyer on all of this, but yes you should be able to structure a buy back provision for the equity with some flexibility. You could have the valuation the equity is bought back at vest over time (i.e. leave within a year and it is bought back at cost, leave after 4 years and bought back at fair market value, or 3x annual profit, etc), have it bought back at a set dollar amount, etc....
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