A structured engagement model covering strategic advisory, talent acquisition, and corporate development for your U.S. market entry.
Prepared for your review · April 2026 · Confidential
Thank you for the opportunity to formalize our working relationship. This document outlines a transparent compensation framework across three service phases designed to support your successful entry into the U.S. pharmaceutical market.
The structure below balances a predictable monthly retainer with performance-based fees tied directly to measurable outcomes — ensuring that my compensation is aligned with the results that matter most to your business.
A fixed monthly engagement covering ongoing strategic counsel, coordination, and advisory availability across all three service phases.
The monthly retainer secures up to 40 hours per month of dedicated advisory time, encompassing partner sourcing, recruitment coordination, corporate structuring guidance, and strategic counsel as your U.S. operations take shape. Hours beyond the monthly allocation are billed at an agreed hourly overage rate.
This phase focuses on identifying, evaluating, and facilitating introductions to strategic partners and compound pharmacy acquisition targets aligned with your White Label business model. Compensation for this phase reflects the deal-sourcing and facilitation value inherent in M&A advisory engagements.
| Fee Type | Amount | Payment Trigger |
|---|---|---|
| Acquisition Success Fee | 4% | Of transaction value, payable upon successful closing of a compound pharmacy acquisition |
| Strategic Partner Introduction Fee | $15,000 | Per executed strategic partnership agreement facilitated through my advisory |
| Due Diligence Coordination | Included | Covered within the monthly retainer allocation |
Building the right team is foundational to your U.S. success. This phase covers sourcing, vetting, and placing specialized talent — from executive leadership to formulation scientists and regulatory experts. Placement fees are structured below industry benchmarks for specialized pharmaceutical recruitment, reflecting the bundled value of this engagement.
| Role Category | Placement Fee | Payment Trigger |
|---|---|---|
| C-Suite / Director-Level Hire | 22% | Of first-year base compensation, payable upon candidate's start date |
| Senior Scientist / Formulation Expert | 20% | Of first-year base compensation, payable upon candidate's start date |
| Professor / Subject-Matter Expert | $20,000 | Flat fee, payable upon execution of advisory agreement with the expert |
| Mid-Level Specialist (Pharmacist, Regulatory, Ops) | 16% | Of first-year base compensation, payable upon candidate's start date |
90-Day Replacement Guarantee: If any placed candidate departs within the first 90 days of employment, I will source a qualified replacement at no additional placement fee.
This phase provides continuous guidance on entity formation, regulatory compliance, governance, and operational infrastructure. The majority of this advisory is covered within the monthly retainer, with discrete fees for director sourcing and a separate compensation structure if I am appointed to a board role.
| Component | Compensation | Details |
|---|---|---|
| Entity Structuring & Formation Advisory | Included | Entity type, state of incorporation, tax and governance recommendations |
| Regulatory & Licensing Guidance | Included | FDA compliance, state pharmacy board, licensing pathway support |
| Local Director & Officer Sourcing | $12,000 | Per placed director, payable upon board appointment |
| Board Director Role (if appointed) | $40,000/yr | Paid quarterly under a separate Director Services Agreement with D&O insurance |
Director Compensation Note: Should I be appointed as a Director of the U.S. entity, the directorship compensation is separate from and in addition to the consulting retainer, reflecting the distinct legal obligations and fiduciary duties of a board role.
To ensure our interests are fully aligned as the business scales, I propose the following equity participation framework for the U.S. entity, subject to a separate Equity Participation Agreement.
I propose we execute a non-binding Letter of Intent within sixty (60) days of the Effective Date outlining the anticipated equity framework, including target ownership, vesting conditions, and performance benchmarks. This ensures clarity and alignment from the outset.
The following table summarizes the total estimated Year-1 compensation across all engagement components.
| Monthly Advisory Retainer (12 months) | $150,000 |
| Acquisition Success Fee (est. on $2M transaction) | $80,000 |
| Strategic Partner Introduction Fees | $15,000 – $45,000 |
| Recruitment Placement Fees | $50,000 – $100,000 |
| Director Sourcing Fees | $12,000 – $24,000 |
| Board Director Compensation (if appointed) | $40,000 |
Estimates are based on projected deal activity and hiring volume. Actual compensation will vary with the pace and scale of U.S. operations. All figures exclude pre-approved travel and out-of-pocket expense reimbursements.
Clear, predictable payment terms to ensure smooth financial operations from day one.
I look forward to discussing this framework at your convenience. Below is a suggested path to formalize our engagement.
Review this compensation framework and the accompanying Professional Services Agreement. I am available to discuss any questions or adjustments at your earliest convenience.
Align on retainer amount, success fee percentages, placement rates, and equity participation terms. Agreed figures will be incorporated into Exhibits A and B of the Agreement.
Sign the Professional Services Agreement and process the initial retainer and engagement deposit to commence services.
Within 60 days of the Effective Date, execute a Letter of Intent outlining the equity participation framework and performance benchmarks.