Specialty Construction Management Incentive Plans (MIP): An Independent Sponsor's Counsel
When the deal is specialty construction and the question is Management Incentive Plans (MIP), the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Every specialty construction acquisition has its own gravity. Management Incentive Plans (MIP) is the workstream where independent sponsor counsel earns the seat.
The typical specialty construction platform sits at $8M to $110M EV with EBITDA in the $2M to $18M range. The thesis runs on trade-specific buy-ups (roofing, mechanical, electrical, fire protection). Bonding capacity is the gate. Without it, the independent sponsor deal stalls at the first big project bid post-close.
How Management Incentive Plans (MIP) actually gets structured.
Size the MIP at 10 to 15 percent of post-close equity, with 60 percent time-vested and 40 percent performance-vested.
Use profits interests for tax efficiency, with a clear strike value at grant.
Build double-trigger acceleration on change of control plus termination.
Document the MIP in the LLC operating agreement, not in a separate plan only.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Management Incentive Plans (MIP) workstream.
Promising the MIP percentage in the LOI without modeling the impact on the LP waterfall. The LP finds out and the deal stalls.
"MIPs are the cheapest retention tool you have. Use them deliberately, document them precisely."Jason Powell · Management Incentive Plans (MIP)
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
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An LOI on the desk, a specialty construction target, and a Management Incentive Plans (MIP) question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.