Decision

Michael and Tatem agreed on a revised equity split, per-client compensation structure, and profit-triggered equal salary for both founders. Indefinite royalty structure ruled out. Buyback clause added. OA to be signed by Sep 25.

Full compensation and equity specifics: see Owner tier.

Context

Tatem (Jolt co-founder) changed payment terms in the OA draft, triggering two sequential negotiation calls on Sep 21 (bf1cb23c at 8:09 PM, then 6accfa3c at 8:33 PM). Her core concern: her equity stake and income stability are misaligned. Prior proposal did not adequately address her contribution relative to Michael’s larger equity position.

Options Considered

  1. Tiered per-client fees ($3K first 5, $2K next 5, $1K after) — ruled out: creates royalty-like obligations that complicate acquisition
  2. 50/50 equity revert — discussed but not chosen
  3. Profit-triggered equal salary + increased equity + per-client rate (no indefinite royalty) — CHOSEN

Consequences

  • OA needs to be drafted and signed by Sep 25
  • Tatem adds control/decision-making language to OA
  • Jolt comp structure now documented in Owner tier (supersedes the 35% row in team-comp.md)
  • Alignment check needed: Jolt currently has lowest per-client profit and lowest equity upside for Michael among the three agencies; this structure is intended to realign Tatem’s incentives toward growth

Meeting files: Payment Terms and Equity Structure with Tatem, Jolt Equity and Compensation Structure with Tatem