The people who run the field — starting with Adrian, the qualifying party and lead on electrical — are made real owners of the division they build, not just paid a wage. Each division is run by an owner-operator who is both its Director and its Qualifying Party, paid a ~$50k Director/QP oversight wage + ~$90k operator wage (~$140k combined) + threshold profit share and granted a 5% vesting profits interest; Adrian gets that 5% in Verified Electric, plus a further 5% if he stands up the KB-2 second building division. As the gated rollout opens each division, its owner-operator gets the same 5% vesting profits interest: a licensed lead on Verified Plumbing in Year 2 and an HVAC lead (QP TBD) on Verified HVAC in Year 3. Steve runs Verified Construction and Verified Civil himself, so there is no separate director on those lines. Every grant is carved entirely from Steve's economics, so David's capital returns are untouched. It turns operators into partners who think like investors — and, for Adrian, it doubles as the strongest possible insurance on the license.
Each grant is a profits interest: real ownership that shares only in the future growth and profit of the business — nothing for the value already in it on day one (David's capital, Steve's contributed licenses). It costs the recipient nothing upfront, is tax-efficient (≈ zero value at grant with an 83(b) election), and pays only if the business grows from today forward — buying exactly the behavior we want. They only get richer by making the company they run worth more.
A 5% vesting profits interest in Verified Electric — a genuine owner's stake in the electrical roll-up he anchors as Director and QP, on top of his ~$140k combined pay (a ~$50k Director/QP oversight wage plus the ~$90k operator wage when he runs a truck) and threshold profit share.
Doubles as license insurance: the grant vests only while he stays and keeps the ROC license in good standing, so the platform's single biggest risk — the QP walking — is bonded to his own equity.
As each division goes live it gets an owner-operator (Director = QP) on the same ~$50k DoC/QP oversight wage + ~$90k operator wage (~$140k combined) + threshold profit share + 5% vesting profits interest: a licensed lead on Verified Plumbing in Year 2 and an HVAC lead (QP TBD) anchoring Verified HVAC in Year 3. Steve runs Verified Construction and Verified Civil himself, holding those lines' full economics — no separate director on the GC lines.
No license risk on the GC lines: Steve is the QP on the Icarus KB-1 + A licenses and runs Construction and Civil directly, so there is zero license-transfer exposure on those lines. Ownership, not just a salary — a strong close for a veteran division hire.
Bench a beat early: a field lead and project admin come on just ahead of need, so each division launches with depth rather than scrambling — the 5% grant is what makes those hires land.
Each division owner-operator is fully paid in cash for the role — a ~$50k Director/QP oversight wage (the QP/license folded in, no separate QP fee) plus the ~$90k operator wage when they run a truck, ~$140k combined, plus a threshold profit share on the division they run — and the 5% exit equity is upside on top. Because the Director and the Qualifying Party are the same person, there is no separate QP stipend: carrying the license is part of the owner-operator seat, not a line item. Steve likewise folds his QP role on the Icarus KB-1 + A licenses into his own pay.
Director = Qualifying Party = owner-operator — no separate QP stipend. Each lead carries their line's license as part of the seat: Adrian on electrical, a plumbing lead on plumbing, an HVAC lead on HVAC. Steve carries both Icarus licenses (KB-1 + A) and runs Construction and Civil himself. Adrian also holds an active KB-2 building license (ROC 352817), so he can qualify and run a second Verified division for another 5%.
The 5% is carved from Steve's share of each arm only. David's 55% is unchanged, and the platform-level 55/45 on everything else is untouched — this is a management layer, not a renegotiation of the deal.
Illustrative. Steve carves 5% of the electrical arm to Adrian today; each division owner-operator — an HVAC lead and a plumbing lead on Plumbing — adds its own 5% (Steve runs Construction and Civil himself, holding the full 45% on those lines). A deliberate trade for retention, license security, and management depth. Exact legal plumbing (an OpCo-level grant charged against Steve's HoldCo interest, or an equivalent make-whole to David) is for counsel; the intent is that the dilution lands on Steve alone.
The same logic applies to the founder. Steve's cash pay is staged and set at his existing McCully market rate ($250k base + a 5%-of-profit bonus) — he's not inflating salary on David's dime. His real added reward is the carry, earned only after David is made whole.
Steve's cash comp follows a Staged Compensation Schedule tied to his McCully transition — $30k (prove phase, still drawing his full McCully pay) → $150k (after the first firm is acquired, as he reduces his McCully role) → $250k (full-time Verified, matching his McCully base) → $350k at full platform scale — about ~$1.6M cumulative over the six-year hold. It sits inside the ~12% margin (honest EBITDA), not on top of it.
He is leaving $250k + 5% of net profit at McCully; the $250k full-time tier matches that base, so the salary replaces income lost — it is not the upside.
Steve's real economics are the 45% operator carry — ~$11.5M in the base-case roll-up — earned only after David is made whole (capital + the 10% preferred return returned first). Every division-lead 5% is carved from this same share, so David's 55% is never touched.
Modest cash today, real ownership at exit: the founder is aligned to build enterprise value, exactly like the operators under him.
The grant only changes behavior if the recipient feels the math. Show Adrian the arithmetic directly: "Your vested 5% of Verified Electric is small today — but when we've rolled up the shops and the platform sells into an enterprise value near ~$47M, your stake is worth around $1M+, on top of the base and profit share you drew the whole way." Then give him line of sight — let him see the monthly numbers so he watches his own actions (crew retention, review volume, close rate) move the value of his stake. That visibility is what converts an hourly mindset into an owner's. Same conversation, same scoreboard, for any division lead.