Governance does two jobs: it lets Steve run the business without asking permission for everything, and it gives David real protection on the decisions that put his capital at risk — with a mechanism so a disagreement can never freeze the company. Anchors for discussion, to be papered by counsel.
Full day-to-day authority: hiring, jobs, pricing, marketing, integration, vendors, and everything in the ordinary course. Runs the company under a management agreement.
No role in operations. Holds veto/consent only on a defined list of "Major Decisions" that protect his capital (below). Approves major capital moves; doesn't manage.
Everything not on this list is Steve's call. The list is short by design — it covers capital and structure, not running the business.
The overlap (a big acquisition is both) forces you to actually align — which is the point. A pre-agreed escalation/mediation step sits in front of anything truly stuck.
David cannot remove Steve at will — only for fraud, gross negligence, or material breach. The operator who's building the whole thing isn't fireable on a whim.
Steve's staged salary is a senior operating expense — paid ahead of David's preferred return — and is floored (it never drops below the tier reached), set by objective triggers in his Employment Agreement, not annual board discretion. If he is ever removed, his vested promote/carry is retained and back-office cost recovery can't be cut unilaterally. The sweat already put in is protected.
Sarah keeps the day-to-day books in QuickBooks Online; David's Besins Group controller gets view access and does a monthly/quarterly review, and David receives monthly financials. This gives David real, low-cost oversight of his capital — and it neutralizes the one soft spot in having Sarah (Steve's wife) on the books: an independent controller reviewing her work is textbook clean, and it produces the buyer-ready books that lift the exit.