The Ownership — Field Guide
Before you sign anything.
Contracts in this profession are won and lost in vocabulary. Every term below is defined in plain language, with the questions that expose what the paper actually says — including when the paper is ours.
The short version: the five clauses that decide most veterinary careers are the production definition, negative accrual, the non-compete, the valuation’s add-back schedule, and — in any equity deal — what your percentage actually controls. None of them require an MBA to understand. All of them require asking. A counterparty who resents the questions has answered the biggest one.
The vocabulary
Six terms, defined straight — and what to ask about each
ProSal
ProSal is a veterinary pay structure that guarantees a base draw and pays a percentage of your personal production, whichever is greater. The mechanics matter more than the headline percentage: what counts as your production, when it is measured, and what happens when production falls short of the draw.
Ask:
- Which services and products count toward my production — and at what rates?
- How is production attributed when a case involves multiple doctors or the technician team?
- Is there negative accrual, and can it be removed?
Negative accrual
Negative accrual is the clause that banks any shortfall between your base draw and your earned production as a debt collected from your future production pay. A bad quarter follows you. It is a negotiable clause, and asking about it is a sign of literacy, not hostility.
Ask:
- Does any shortfall carry forward — and does it ever reset?
- What happens to banked shortfall if I leave?
Non-compete
A non-compete restricts where you can practice after you leave. The federal rule that would have banned most non-competes never took effect — a federal court blocked it in August 2024 (Ryan LLC v. FTC), and the FTC formally abandoned the rule in September 2025 — so enforceability is decided by state law. A handful of states ban them broadly (California, Minnesota, North Dakota, Oklahoma); most others enforce reasonable ones.
Ask:
- What is the radius, the duration, and the definition of “competing”?
- What would it honestly cost my family? A fifteen-mile, two-year radius can mean moving — the real price is domestic, not legal.
- Will you release or narrow it in writing under specific conditions?
Normalized EBITDA
Normalized EBITDA is a practice’s earnings restated for a sale: the seller’s above-market compensation, personal expenses, and one-time costs are added back, and a market-rate replacement veterinarian salary is subtracted. Tax-return profit and normalized EBITDA can differ dramatically — which is why the add-back schedule deserves more scrutiny than the multiple.
Ask:
- Show me the normalization schedule, add-back by add-back.
- Who performed the valuation, and are they paid on the transaction?
Buy-in
A buy-in is the purchase of a minority stake in the practice where you work, usually financed from your own future earnings. The stake is real; whether the control is real depends entirely on the operating agreement that comes with it.
Ask:
- What does my percentage actually control — and what decisions require my consent?
- How is my stake valued if I leave, retire, or die — and who decides?
- Is there a path to majority, in writing, with dates?
DSCR
Debt-service coverage ratio is the lender’s test of whether projected practice cash flow covers the loan payments with margin to spare. Every lender sets its own threshold — ask yours what they underwrite to and what projections they will believe.
Ask:
- What DSCR do you underwrite to, and on whose projections?
- What happens to my rate and covenants if the ramp runs slower than the model?
This page is a vocabulary lesson, not legal or financial advice. Before you sign anything that touches equity, real estate, or a restrictive covenant, pay a veterinary-literate attorney in your state to read it. It is the cheapest insurance in this profession.
Turnabout
Now aim all of it at us
A page that hands you a scalpel and then flinches when you point it back is a sales page. So: in a partnership conversation with Nicole, every question above is on the table — the control map, the valuation method, the exit terms, what happens if it doesn’t work, and what she and Britain get out of it. The specific structure of each partnership is worked out between the partners, on paper, with your attorney at the table — which is exactly where those answers belong, and exactly why they are not printed as boilerplate here: the honest answer to most of them is “it depends on what we build together, and you will have it in writing before you commit anything.”
One answer that fits on this page: your inquiry is confidential. Most of the veterinarians who reach out are currently employed, many under corporate agreements. Nobody hears about your conversation but us.
The next hospital
Bring the hard questions. They are the qualification.