I am currently working as interim-CEO of a light manufactring company, with the option of taking the job full time.

The company is owned by a micro-PE fund, whose fund is closing in 2024 so they will be looking to exit the investment by then. Currently the compnay is in a turn-around situation, though progress is being made and I see great potential for the company going forward.

The CEO job itself is not a particularly attractive role for me, as there is little equity on the table. However, I would consider taking the job if I could see a path to acquiring the company down the line, once it has been stabilised and shown some consistent profitability.

I have a very good relationship with the managing partner of the PE-fund who is willing to discuss options.

Question: How could we structure an agreement now so that I take the CEO job, with the agreement that I can buy out the PE fund in###-###-#### months, without getting misaligned incentives?

I don't to end up in a situation where:

1) Any progress shown by the company just means that i'm driving up the purchase price, or multiple that I would pay to buy it

2) I put in a couple of hard years improving the company, only for the PE fund to find some strategic buyer who can offer to purchase at a price I can't compete with

Similarly the PE fund presumably doesn't want to end up in a situation where:

1) I hold back on implementing improvement initiatives, or sandbag performance until I own the company myself

2) They end up in a situation where I hold them hostage when time comes to sell, with the threat to leave the company without a CEO and difficult to sell to anyone else, unless they sell to me at a discount rate

I thought of discussing a sales multiple now, that would at least allow for us both to be happy with growth pre-sale - but this does not account for multiple expansion/contraction if things go better or worse than exepcted.

Another option would be to agree "first right of refusal" at sale - but this again leaves me at risk of putting in 1-2 years work to grow big enough for a larger PE fund or strategic buyer to swoop in and buy out at a price I can't compete with.