The question isn't whether
your practice is profitable. It's whether your contracts
protect that profit.

The AVMA publishes compensation benchmarks. Most practice owners read them once and feel fine. The problem is that benchmarks measure base salary, and base salary is now the least interesting part of the conversation for any associate worth hiring.

Associates with 3–7 years of experience are increasingly asking about production-based upside, CE allowances, student loan contribution, and equity pathways. If your offer letter is a flat salary plus standard benefits, you are competing against DSOs with signing bonuses and private equity-backed groups with equity pools. You will lose that comparison on paper even if your culture is genuinely better.

The math that matters: what does your top associate produce annually, and what percentage of that production do you retain after their compensation? If the answer is above 55%, you have room to be more generous and still improve retention. If it's below 45%, you have a utilization problem that compensation won't fix.

Equity conversations deserve their own framework. A "future partner track" mentioned verbally in an interview creates an implied contract in some jurisdictions. If you're not ready to offer equity, stop mentioning it. If you are, structure it as a defined buyout formula tied to EBITDA multiples — not a vague promise of "ownership someday."

The number they're offering is almost certainly based on a methodology that favors the buyer. That's not cynicism — that's how valuations work when one party controls the process.

Veterinary practice valuation has three common approaches: asset-based (what the equipment and goodwill are worth), income-based (a multiple of EBITDA, typically 4–7x for general practice, 6–10x for specialty), and market-based (comparable sales in your geography). The spread between a low asset-based number and a high income-based number on the same practice can be $800,000.

The number that matters is the one a third-party buyer would pay at arm's length. If your partner's offer is significantly below that, you have two options: negotiate toward it, or sell to someone else. Your partnership agreement likely has a right of first refusal provision — which means your partner gets to match any outside offer. This is actually leverage, not a trap, if you use it correctly.

The questions to ask before accepting any number: Is goodwill being valued separately from equipment? Is the valuation based on trailing 12 months of EBITDA or trailing 3 years? Are client relationships and staff tenure being factored as intangible assets? Is the earnout structure (if any) tied to metrics you can actually control post-sale?

Corporate acquisition letters of intent are written to be accepted quickly. The 45-day exclusivity window, the flattering headline multiple, the warm language about "preserving your legacy" — all of it is designed to create momentum before you've done the analysis.

The headline EBITDA multiple is the least important number in the offer. What matters: the earnout structure and what triggers it, the employment agreement you'll be signing as a condition of sale, the non-compete you'll be subject to as a seller (which is far more enforceable than an associate non-compete), and what happens to your staff in the first 90 days.

Culture protection requires contractual specificity, not verbal assurances. If staff retention matters to you, write a 12-month minimum employment guarantee for named individuals into the purchase agreement. If clinical autonomy matters, define what decisions require corporate approval and what decisions remain yours. Vague "autonomy commitments" disappear at the first operational review.

The money question: most practice owners underestimate what they're leaving on the table by not running a competitive process. A single offer from a single acquirer is not a market. Three offers from three acquirers — including at least one PE-backed platform and one independent buyer — is a market. The spread is often 15–25% of total consideration.