Producer retention is now the deal currency. Earnouts are following.
Three deals closed in the last 10 days share a structural feature that is worth your attention. The earnout in each is tied to producer retention milestones rather than EBITDA or revenue targets. That is new. Twenty-four months ago an agency M&A earnout was structured against a top-line growth number, with retention assumed. Today the buyers we are watching — Hub International, BRP Group, and Risk Strategies — are willing to pay above the market multiple if the seller can deliver a producer team that stays. The Stanton Insurance Group deal is the cleanest example. Stanton's $6.8 million Pennsylvania commercial book sold to Hub at 11.9x, with 30 percent of the purchase price held back against a producer-retention schedule running 36 months. If the four named producers stay through year three, the seller clears the full multiple. If two leave, roughly $1.4 million walks with them. The shift matters because it changes how agency principals should think about the 24 months before a sale. Producer comp restructures, equity grants, and the soft-equity culture work that retains a team are no longer optional. They are the deal. Two of three sources expect this earnout structure to be the dominant pattern for sub-$10 million books by year-end; one expects it to spread to mid-market deals only after Q3 multiples are reported. Watch this thread. It will recur.