I'm considering joining a startup as their Marketing Manager. How should I structure our deal?

The complexity of your situation is similar to multiple acquisitions I have encountered on both sides of the table in private and public transactions. In most situations involving private equity, it is doubtful if the additional cost of a private agent would generate a material gain given your minority position. However, since your situation has the additional complexities of differentiation in EBITDA contribution and negotiation with family members, I would agree with your recommendation to use an external agent. If the cost is a concern, you may want to consider using an advisor/coach/consultant to work on a fixed fee basis instead. I took this approach in selling one of the private companies I ran and was able to complete the transaction at a much lower cost than using an investment banker or agent. I'm happy to share my experience and lessons learned if you would like to follow up with a discussion.

One of the start-ups I'm involved with does a lot of work alongside entrepreneurs building companies towards an eventual exit or sale... Here's a couple of recommendations, aside from the usual "research what typical sales people in your industry get paid" advice: 1. Incentivize unexpected business. In other words, don't pay them too much to solicit or close business that would have been easy for you to get or would have fallen in your lap anyways. Consider having two pay tiers, one slightly lower tier for business you probably could have attained with any salesperson's help and one that contains the dream deals that you'd need a star salesperson to get. Pay them to go after your white whales (Moby Dick reference for anyone who is wondering). This may result in greater overall marketshare than if you just hired a couple salespeople, who will naturally go after the low hanging fruit first. 2. Create a CONTRIBUTION FORMULA for the eventual buyout. If you're looking for a good long-term kicker, give them a piece of the company, based on how much they actually contribute to the bottom line over the period from when they're hired to when the company sells (or they leave). In other words, you may say something like you'll give them up to 5% of the sales price of the company, depending on how much of the revenue they generate. If they generate 50% of the revenue, you'd give them 50% of 5% (or 2.5%) when the company eventually sells. 3. Ask them what would motivate them the most. Duh. How do we not ask our salespeople this more? If there's an answer that excites them more than what we're offering, why wouldn't we consider it, right? We want them as motivated as possible. Of course, before you say "yes" to anything they propose, run it by your mentors, the folks on Clarity.fm and your legal and accounting team. I'm happy to have a more in-depth conversation on the psychology of motivation and pay (I'll put on my psychology hat) or preparing a company to be sold for the best price possible (my MergerMatch.com hat). Reach out to me through Clarity.fm if I can help. Best of luck! Ken Clark Coach, consultant and therapist to entrepreneurs

Fast growing, UK B2C SaaS doesn't really give me enough information. The most critical piece of information is your revenue/growth rate or valuation. That's going to determine both who your potential acquirers are and who the best type of firm is to help you sell. M&A firms tend to be broken into four big groups, generally based around size: full service investment banks, boutique investment banks, M&A advisors, and business brokers. At the top are Full Service Investment Banks. These are firms like Goldman Sachs, Morgan Stanely, JP Morgan, etc. They work on the biggest and most complex deals, usually nothing less than $1 billion in transaction value (their 'midmarket' teams will do $500M transactions occasionally, but not often). They also tend to offer more than just advisory, including providing funding, other capital markets transactions, banking services, etc for massive corporations. When Dell was taken private by Michael Dell and Silver Lake, bankers from Barclays and Parella Weinberg advised them. JP Morgan Chase advised Dell, the company. Barclays was also one of the four banks to provide the $15 billion in loans to finance the deal along with Bank of America Merrill Lynch, Credit Suisse and RBC Capital. Parella Weinberg is an example of the next level down - a boutique investment bank. Boutique investment banks tend to focus on larger transactions as well, usually in the $300MM-$50B range. Some firms, like Parella Weinberg, Jeffries, Moelis, etc will be the boutique bank attached to a very large deal like the Dell deal. Most often though, boutique banks are running their own transactions in the $100MM - $1B range. Boutique banks also tend to focus on a few industries where they have expertise or will have teams of bankers focused on specific industries for mid-market companies. Piper Jaffray and Cowen both have Technology, Media and Telecom (TMT) focused banking teams, for example. Boutique banks won't provide financing most of the time, unless they're a merchant bank, as they're specifically focused on helping you close a deal. Below boutique banks is a group of people called M&A advisors. They'll often refer to themselves as investment bankers, but in most cases they aren't actually registered with FINRA as an investment bank. Or they will be registered, but through a different firm. M&A advisors tend to work deals in the $20-100MM range, though they will occasionally work larger deals. Typically the larger, more complex deals are run alongside a boutique bank, in some ways similar to how boutiques will run alongside a full service bank. Once you get to this level of advisor/banker, there starts to be thousands of bankers who all have different expertise. Some of the advisors used to work at boutiques or full service banks and decided to go out on their own so they have very good contacts. Others started out in a very small advisory and have worked their way up. You're going to want to make sure you really vet their contacts and understand what deals they've *closed* in the past (not just worked on). GrowthPoint Technology Partners is an example of a good bank of this size that is focused on technology deals. M&A advisors tend not to have a lot of deals happening at once, so they'll spend more time with you helping you value your business, structure the pitch deck, etc. The bottom rung of the ladder is what are called business brokers. Brokers tend to be more focused on volume than strategic buyers. They're going to help you widely advertise that your business is for sale and then will help you manage the process of dealing with buyers. Relative to the other options, they're going to feel a little bit more like a real estate agent. A technology example of this is FEInternational. They'll help you sell your website/business by advertising it widely to other individuals who would potentially be interesting in buying from you. Their average sale prices are in the $100k - $10MM range. At this level, they'll have expertise helping you close the deal, but mostly as a straightforward transaction. It's unlikely to be a stock for stock sale or have any complexities other than some sort of escrow and a bit of due diligence. One of the best ways to figure out how you should value your business, who you should be chatting with, and how to get the most value for your business would be to work with Axial (http://www.axial.net). They have a network of 20,000 investment bankers, private equity groups, and corporations. Axial has put together a very good guide that will help you better understand your options, what you should be doing next, etc as you prepare to sell: http://www.axial.net/forum/ceo_library/ I hope that helps. I'm happy to chat more in-depth if you have further questions, just connect with me here on Clarity. Good luck selling your business.

Hi I have worked on executive compensation in multiple companies and I am presenting information based on my recent work in this area. COO salaries in the US will range from USD 105K to USD 268K depending upon experience, location & skills being hired. This will include base pay + 401(k) benefits + Performance incentive/bonus. If you are offering equity then thats an excellent negotiation tool. You would have to first decide what compensation positioning you want to take or have already taken wrt your existing talent at developer level. This can determine a pay range - then look at your budget & discuss with your recruitment partner if you can identify talent at that cost. Keep a range say from 75% to 90% of the compensation ratio as your target cost for a role like COO. Take a look at tools like Robert Half - rht.com. I am happy to help you with the details in case you want to do a more detailed analysis/study.

There shouldn't be any "magic" to this. It's stock standard: 1. Set the conversion cap 2. Give them follow on rights should you need another round (you never know) 3. No anti-dillution 4. No liquidation multiple, just preference 5. 7% interest rate That's as fair as fair can be. Don't reinvent the wheel. Also consider a YC safe note. Downloadable and usable straight out the box.