There is a dangerous lie in the startup ecosystem that acquirers buy "talent." In the lower-middle market ($10M-$100M revenue), acquirers do not buy talent; they buy transferability. If your revenue depends on your personal network, your code commits, or your intuition, you don't have a business—you have a high-paid job that no one wants to buy.
The data on this is brutal. According to a study of private company exits, more than 60% of earnouts pay out less than half of their potential total. Why? Because the founder is the operating system. When they sell, the system breaks. The "heroics" that got you to $20M ARR are the exact liability that will cost you millions at the closing table.
We call this the Founder Extraction Gap. It is the difference between the valuation you think you deserve (based on top-line growth) and the check a PE firm is actually willing to write (based on transferable EBITDA). If you cannot hand over a manual that explains exactly how the machine works, you are effectively asking the buyer to pay for a car with no engine.
Most founders worry about the "Bus Factor" (what happens if I get hit by a bus?). In M&A, the relevant metric is the "Deal Factor": If you leave the room, does the deal value drop?
Private Equity due diligence has evolved. In 2025, diligent buyers aren't just looking at your customer concentration or churn metrics. They are aggressively testing for Key Person Dependency. They will ask to see your process documentation not because they love reading SOPs, but because documented processes are the only proof that the revenue is an asset of the company, not an attribute of the founder.

To close the gap, you need to move from "Tribal Knowledge" to "Turnkey Systems." This isn't about creating a bureaucratic nightmare; it's about building the "Operating Manual" that proves your business is a transferable asset. Below is the diagnostic checklist we use to assess Exit Readiness.
Goal: Prove revenue is predictable, not personality-driven.
Goal: Prove delivery quality is standardized, not hero-dependent.
Goal: Prove the numbers are defensible and governance is real.
The most common objection from Scaling Sarahs is: "I don't have time to write 30 manuals." You are right. You shouldn't write them. You should record them.
Writing SOPs is slow and often inaccurate. Instead, use the Video-First Extraction method:
Acquirers pay a premium for transferability. A business with $5M EBITDA and complete documentation will trade at a significantly higher multiple than a business with $5M EBITDA and a founder who keeps the passwords in their head. This "Transferability Premium" is often valued at 1.5x to 2x EBITDA.
Do the math. On $5M EBITDA, that documentation checklist is worth $7.5M - $10M in enterprise value. That is the highest ROI activity you will ever perform as a CEO.
Stop selling your genius. Start selling your systems. Your exit depends on it.
