Incentive Misalignment in a Shift to Long-Term Hold

Hi Searchfunder Community, Posting anonymously for obvious reasons. I’m an operator in a traditional search-backed company, now over six years in. We’ve delivered strong top-line growth, but EBITDA hasn’t kept pace due to margin volatility. The industry is currently hot, with strategics and PE showing real interest. Given our current profile, a strategic sale at a revenue multiple feels like a logical outcome. Here’s the tension: We were structured around a traditional 5–7 year hold. Now the board is leaning toward a long-term hold strategy. Philosophically, I understand it. Financially, incentives are no longer aligned. Time based vesting is mostly complete. Performance based vesting requires a transaction. A hold could push liquidity out 10 or more years. At today’s value, a recap would fully vest management. Without one, we’re effectively being asked to commit another decade plus to earn equity we’ve already created significant value toward, or walk away with less than half of our potential ownership. That’s a tough spot. Beyond a recap, what creative solutions have others seen work? Partial liquidity? Vesting resets? Dividend participation? Structural changes? Would appreciate any perspectives or examples, public or private. Thank you.