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LTI for an M&A

Updated: Sep 18, 2024


Management Incentive Structure

Clients called in for a simple LTI structure.

Selected members of the management team will participate in a share of the business’s value growth, calculated based on a predetermined EBITDA multiple tied to the enterprise value (EV) at the time of acquisition.

  • Value Sharing: Management will receive 10% of the value created above a performance hurdle of 12.5% per annum, assessed at the end of a four-year period.

  • Payment Terms: Incentive payouts will be made in cash and subject to income tax. The structure should account for tax efficiency to maximize net gains for participants.

  • Cash Flow Considerations: To manage potential cash flow constraints in FY28, the size of the incentive pool may be capped. For example, total payments cannot exceed €20 million, with no more than €5 million payable to any individual.

  • Leaver Provisions: Standard provisions for good leavers and bad leavers will apply, ensuring alignment with long-term company goals.

  • EBITDA Multiple: The EBITDA multiple will be a key determinant in measuring value creation and aligning incentives with business performance.



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