Episode 11

full
Published on:

18th Mar 2025

Key Man Risk: Your Business's Silent Killer

You might have revenue. You might have buyers. But if your business depends on you—or one key employee—to function, it’s not sellable.

In this episode of Freedom to Exit, Lani Dickinson reveals the hidden risk that quietly kills more business deals than most owners realize: key man risk.

Buyers don’t just want profit—they want stability. And if they think your company would collapse without a single person? They’ll walk… or slash your offer.

What You’ll Learn:

  • What key man risk is—and why it kills deals
  • How to reduce dependency on yourself or one key employee
  • The role of key person insurance and how to structure it
  • How retention bonuses can keep top talent after a sale
  • Steps you can take now to create long-term team and revenue stability

You can’t remove yourself from your business—or sell it—until it runs without you.

This episode gives you the roadmap to make that happen.

Get the Free Changes Assessment: https://stealthfreedomtoexit.com/changes

Want to know where your sales process is broken and how to fix it? Take the Changes Assessment to identify where you're losing leads, how AI and automation can save you time, and how to get out of the daily sales grind.

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Transcript
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>> Lani Dickinson: Hey, Exit Focus founders. Welcome back to the Freedom to Exit

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podcast where we talk about how to build a business that runs

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without you, scales predictably and

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potentially sells for top dollar when you're ready.

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Today's episode is about one of the biggest threats to selling

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your business, key man risk. If

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your business can't survive without you or one or two key

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employees, it is not a sellable asset.

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Buyers see this as a major liability and will either walk

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away or slash their offer. Many owners don't

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even realize they have this risk until they try to

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sell. So your goal to remove key man

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risk and make your business resilient, valuable and attractive

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to buyers. We're going to break down what key man risk

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really is and why it kills business sales

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and how to mitigate this risk. Through key person

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insurance and a structured retention bonus plan,

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we'll talk about the exact steps to ensure your business can operate

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smoothly post sale. The truth is, if your business

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is too dependent on you or a few key employees,

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it's a major concern because it's believed that

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what's the business going to lose if you disappear?

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The truth is people think that's around 50%

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of business could be lost without that key man. So

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here's what you do. If you're handling

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most major client relationships, you've got to get your

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face out of the business. If you want to exit for more

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your leadership team, if they're not strong enough to run it

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without you, you've got to fix that. If you have one or

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two key employees who have all the knowledge right here in their

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noggin, you've got a problem. If you don't have

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any succession plan or clear pan what to do without

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these people, that's not going to help you exit

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your business either for time or location freedom now or

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to sell it later. In fact, buyers are going

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to either create a significant earn out path

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or slash their price they're willing to pay.

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If you're in an earn out, that means you work in the business and you

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no longer have control or call a shot. So that's not a good

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option. One of the most effective ways to remove

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key man risk is through key person insurance. So

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what is it? This is a life and disability

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policy taken out on the owner or the critical team

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members. The business owns the policy and is

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the beneficiary. If the insured person dies

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or becomes disabled, the company receives a

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payout to cover those losses. It helps

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to cover that potential lost revenue while finding a

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replacement IT buyers. The confidence

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that the Business has a contingency plan for the

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income and they can use that money to fund

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retention bonuses or do executive search efforts

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to take care of the issue if that came up. Some

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of the problems, not getting the insured person's

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consent, not updating the policy. When leadership

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changes, missing payments and then the policy

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lapses, or noturing for

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enough, we need to cover about five to seven

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times the insured person's

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contribution. Make sure that we have enough to

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cover transition costs and any kind of

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business situation that may exist. If a key man

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was to disappear, this will make your

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business potentially more sellable. Now, even with

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insurance, you have to make sure that key employees

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will stay after the sale, which is sometimes hard cause we

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don't always tell them that we're about to sell. So what I

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like to do Is do a 33%

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bonus each year. So if there's

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a $150,000 bonus, say to stay for three

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years, they would get 33% of it each year.

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If they leave early, they would forfeit future

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payments. So in year one they would earn

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$150,000 bonus and have 50,000 paid

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out. Year two, 50,000 paid out. Year three, 50,000 paid

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out. This would be in addition to any current

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year bonuses that they would earn and that should be kept in

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place. Why this works is it prevents people

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from leaving immediately after the sale.

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It ensures leadership stability for the new owner and it gives

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key employees a long term incentive to stay and

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perform. A structured retention bonus

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can keep your top talent and make that transition

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smoother and make your business more valuable to

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buyers. Other ways that you can reduce risk

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in your business transaction we talk about in all the other

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episodes. Systemize your operations. Make sure

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not one person is responsible for the knowledge.

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Develop a pipeline, have a second in command,

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train multiple employees to do duties

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and client relationships and make sure that all

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of this is well in place one to three years before you

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try to sell. Buyers are looking for

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stability, so you need to build that in before you go to

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market. You wanna know if your business is too dependent on

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you. Take the changes assessment and evaluate what

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changes you need to make now to make sure you are positioned

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for either operational freedom now and the freedom

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to exit later. The link is in the show notes

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below. Subscribe and leave a review if you found this

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valuable and let's get you free from your business.

Listen for free

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About the Podcast

Freedom To Exit
Freedom to Exit with Lani Dickinson
Freedom to Exit helps small business owners turn buyers into beggars by building sustainable, scalable, and sellable businesses—while avoiding earn-outs, seller financing, and discounted exits.

Hosted by Lani Dickinson, this podcast is for entrepreneurs who want to build a business that runs without them and sells on their terms.

Most businesses never sell. Why? Because they weren’t built to be sellable. Whether your goal is time and location freedom or a profitable exit, the steps are the same:
- Designing a scalable, self-sustaining company
- Building predictable, repeatable revenue
- Structuring your business to attract the right buyers
- Avoiding seller financing, earn-outs, and bad deals
- Understanding how buyers structure deals so you can negotiate from strength

Each week, Lani breaks down the realities of exiting a business, shares insights from top entrepreneurs and buyers, and gives you the tools to maximize your company’s value before you even think about selling.

If you want to own a business that works for you—not the other way around—Freedom to Exit will show you exactly how to get there.

About your host

Profile picture for Lani Dickinson

Lani Dickinson

Lani Dickinson is a former Fortune 175 CEO who left the corporate world to help business owners achieve what most never do—true freedom. Through STEALTH, she helps founders scale smarter, exit richer, and reclaim their lives by transforming their businesses into sellable, high-value assets.

Most entrepreneurs are trapped in a cycle of working too much and earning too little freedom. Lani’s expertise lies in building sustainable, scalable, and sellable businesses—giving founders the ability to step back, cash out, or create a legacy that lasts. If you’re ready to stop running your business and start owning your life, you’re in the right place.