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You Are the Discount: Pricing Key-Person Dependency

The more the business depends on the founder, the less of the purchase price the founder actually receives at close. Being indispensable is not leverage. It is the buyer's strongest card.

Vincent Vallois, MRICSVincent Vallois, MRICSAI Transition Specialist

How it gets priced

Standard treatment is a 10–30% valuation discount, 40–60% of consideration deferred into an earnout, and a two to three year lock-in you may not want.

Worked: €3M EBITDA at eight times is a €24M headline. Apply a 15% key-person discount and push €6M into an earnout, and you have €14.4M certain at close against €24M imagined. That is €9.6M of exposure created by your own indispensability.

Two tests that settle it

The two-week test: can you be genuinely unreachable for fourteen days without a decision stalling or a client asking where you are?

The top-ten test: of your ten largest accounts, how many have a primary relationship owned by somebody who is not you? Every blank is a risk a buyer will price.

The cheapest discount on the list to remove

A sales director at €180–220k, a documented pricing-approval matrix and twelve to eighteen months of deliberate introductions. Against €9.6M of exposure, that is a rounding error.

Do it before the process rather than during it. A buyer can tell the difference between a delegation structure that is two years old and one assembled after the teaser went out.

What to do Monday

List your top twenty accounts and name the non-founder who owns each relationship. Every blank is a number you will pay for at completion.

Vincent Vallois, MRICS
Written byVincent Vallois, MRICSAI Transition Specialist

Deal maker across 30 countries, and an operator running AI-automated commercial operations day to day.

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Questions we get asked

How much does founder dependency reduce a valuation?

Commonly a 10–30% discount, plus 40–60% of consideration deferred into an earnout and a two to three year lock-in. On a €24M headline that can mean €14.4M certain at close.

How do I test key-person risk in my own business?

Two tests. Can you be unreachable for fourteen days without a decision stalling? And of your top ten accounts, how many have a primary relationship owned by somebody other than you?

How long does it take to fix?

Twelve to eighteen months of deliberate introductions plus a sales director and a documented pricing-approval matrix. Do it before the process — buyers can tell a two-year-old structure from one built after the teaser went out.

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