Why a Reasonable Earnout Can Still Be Outside the Founder's Control
Cathryn believed her earnout target would be straightforward, but the buyer centralized decisions before building the operational capacity to handle them. Delayed purchase-order approvals caused inventory shortages, demonstrating that an earnout can depend on the acquirer's execution rather than the former owner's effort.
- The earnout was tied to post-sale performance
- The buyer reduced the internal team's autonomy
- Purchase orders could not be approved before a CFO was hired
- Missing inventory undermined first-quarter performance
- Cathryn eventually stopped counting on the earnout
“so many times when it could, like, fall through at any moment.”
“they like we're trying to build the plane as they're flying it”