Essential Takeaways
- Most veterinary practice sales involve significant value paid after closing.
- A broker paid entirely at closing has limited incentive to advocate post-close.
- Commission structure often matters more than commission percentage.
- Alignment improves accountability when deferred value is at risk.
- Being “paid when you’re paid” keeps advisors invested in the full outcome.
The short answer is yes.
The more important answer is why—and it has very little to do with the headline commission percentage.
In veterinary practice sales, how a broker gets paid matters just as much as how much they charge.
Why Commission Structure Matters in Veterinary Practice Sales
In today’s market, ALL veterinary practice transactions with corporate buyers involve deal structure, meaning the full purchase price is not paid at closing.
Today, transactions commonly involve:
- 40–80% cash at close
- An average of roughly 65% paid upfront
- The remaining 35% is paid over time through earnouts, contingent notes, joint venture interests or retained TopCo equity
In other words, a meaningful portion of your total value is realized after the documents are signed.
That reality creates an important question:
What incentive does your broker have once the closing wire is sent to continue to support you?
The Problem with Traditional Fee Models
In traditional advisory and investment banking models, the broker’s entire fee is paid at closing.
Under that structure:
- The advisor is fully compensated once the deal closes
- Deferred payments are your problem, not theirs
- Post-closing advocacy is uncompensated
Yet this is precisely when sellers often need the most support.
Earnouts require careful review of post-closing financials. Joint ventures involve complex valuation mechanics when ownership is later sold back. Deferred payments frequently involve interpretation, negotiation, and—at times—dispute.
If your advisor has already been paid in full, their incentive to remain deeply involved is limited.
Ackerman Group’s “Paid When You’re Paid” Philosophy
At Ackerman Group, fee structure was intentionally designed to align incentives with clients over the entire life of a transaction.
Our philosophy is simple: we get paid when you get paid.
Practically, that means:
- If you receive 70% of the purchase price at closing, we receive 70% of our fee at that time
- If 15% of your value is retained in TopCo equity, we are paid when—and only when—that equity is monetized
- If that equity increases in value, we participate alongside you
- If it decreases, we share that downside as well
This structure ensures we remain a motivated advocate long after closing—when outcomes still matter.
Why a Lower Commission Percentage Isn’t Always a Better Deal
Some brokers lead with a lower commission percentage as a primary selling point. On the surface, this can feel appealing—after all, lower fees should mean more money in your pocket.
But commission percentage alone says very little about how a broker is actually incentivized once you are engaged.
In practice, many lower-fee models rely on long tail provisions to secure exclusivity over time. Once a seller is contractually locked in, the broker’s economic risk often diminishes, regardless of whether the ultimate outcome improves.
At that point, the incentive shifts:
- Closing a deal becomes more important than optimizing your deal
- Post-closing advocacy is uncompensated
- Deferred consideration becomes largely the seller’s responsibility
This is not a question of intent—it is a question of alignment. A fee structure that minimizes downside for the advisor while maximizing lock-in for the seller can unintentionally reduce the level of effort applied once engagement is secured.
The more important question than “What is your percentage?” is:
How does your fee structure keep you motivated until all value is actually realized?
Reality Check: When Post-Closing Advocacy Directly Changes the Outcome
In one transaction, a client’s sale included a material EBITDA-based earnout payable after closing.
When the buyer presented the earnout calculation, both the seller and Ackerman Group were taken aback by how low the figure was relative to expectations. Rather than accept the number at face value, we immediately requested detailed financial support and rebuilt the EBITDA calculation independently.
Our review uncovered multiple issues:
- Sloppy accounting classifications that understated earnings
- Aggressive interpretations by the buyer’s accounting team
- Adjustments inconsistent with how similar earnouts are typically calculated in the veterinary market
Because of our analytical expertise—and our standing with the buyer—we were able to challenge those assumptions, support our position with precedent, and renegotiate the earnout to reflect what had been originally contemplated.
The result was several million dollars of additional value realized by the client—well after closing.
This is exactly the type of moment where commission structure matters. Advocacy like this only happens when an advisor remains incentivized, involved, and equipped to act post-closing.
Why This Matters to You
Selling a veterinary practice is often the most significant financial transaction of a veterinarian’s life. The structure of that transaction can affect outcomes for years after the closing date.
Choosing an advisor whose incentives extend beyond closing helps ensure that every dollar you are due is pursued with the same rigor as the first.
Written by:
Win Lippincott works with veterinary practice owners on the decisions that shape their practices—both today and down the road. Much of his work involves helping owners strengthen performance, improve decision-making, and build healthier, more valuable businesses long before a sale is even considered.
When owners do begin thinking about a transition, Win helps them understand valuation, buyer behavior, and what actually matters in a sale process. His perspective comes from working side by side with owners and seeing how practices evolve over time, not just from observing transactions at the finish line.
He writes to make complex topics easier to understand, so owners can focus on running better practices now and making confident, informed decisions when the time comes. You can find him presenting on stage or walking the floor at VMX, WVC, AAHA Con, Insightful.vet, etc.
Win welcomes thoughtful questions and conversations—connect on LinkedIn or reach out through the Ackerman Group contact page.