Private Equity Insights

Talent Due Diligence: How to Evaluate a Construction Company's Leadership Before You Close

Financial and legal diligence are standard. Talent diligence is often skipped. How private equity buyers should assess leadership, key person risk and bench depth before acquiring a construction company.

Shawn DesgrosellierOct 19, 20267-minute read
Key takeaways
  1. Before close, know who holds the client relationships, who can lead at the planned scale, and who is likely to leave.
  2. In construction, revenue often belongs to people. Key person concentration is as real a risk as customer concentration.
  3. Done early, talent diligence shapes the deal structure and lets necessary searches start on day one instead of month nine.

Before closing on a construction company, buyers should know three things about its people: who actually holds the client relationships, which leaders can operate at the scale the investment thesis requires, and who is likely to leave after the deal.

Financial diligence tells you what the business earned. Talent diligence tells you whether it can keep earning it under new ownership.

Illustrative
Figure 1. Two kinds of diligence, looking in different directions
FINANCIAL DILIGENCE What the business earned TALENT DILIGENCE Whether it can keep earning it HISTORICAL RESULTS The plan RESTS ON THE PEOPLE WHO RUN IT Quality of earnings, WIP, backlog, contracts, legal and tax Looks back 1Who holds the client relationships? 2Who can operate at the planned scale? 3Who is likely to leave after the deal? CLOSE

01 · Unplanned turnoverThe Cost of Skipping This Step

The cost shows up later. In an AlixPartners and Vardis study of private equity investors and portfolio executives, CEO turnover was unplanned in 34% of investments, which the study linked to worse returns and longer hold periods (AlixPartners via EACCNY).

Data
Figure 2. One in three investments saw unplanned CEO turnover
34% of investments saw unplanned CEO turnover Linked to worse returns and longer hold periods Unplanned CEO turnover All other investments
Each square is one in a hundred investments. Source: AlixPartners and Vardis study of private equity investors and portfolio executives, via EACCNY.

Much of that turnover is predictable with a disciplined look at leadership before close.

02 · Revenue sits with peopleWhy Construction Needs Its Own Diligence Approach

In many industries, revenue sits with the brand, the product or long term contracts. In construction, much of it sits with people. Owners award negotiated work to builders they trust, and that trust often belongs to specific individuals. When a respected project executive or superintendent leaves, clients sometimes follow.

Construction companies also tend to have flat leadership structures. A $150 million contractor may have only four or five people who truly run the business. Losing one of them affects a large share of revenue.

4–5people who truly run a $150 million contractor
15–20top clients to map by relationship owner, over three to five years
90 daysthe bench test: who could step into each critical seat in that time?
Construction leaders on site, the people owners trust with negotiated work

03 · What to answer before closeThe Five Questions Talent Diligence Should Answer

Q1Where does revenue come from, by person?

Map the top 15 to 20 clients over the last three to five years. For each one, identify who owns the relationship. If most trace back to the founder or one executive, that is concentration risk, just as real as customer concentration.

Hypothetical
Figure 3. Map the top clients to the person who owns each relationship
Founder / CEO 11 of 18 top clients VP of Operations 3 clients Project executive 2 clients Chief estimator 1 client Superintendent 1 client Health system School district Multifamily dev. A University Industrial developer City capital program Hospitality group Medical office owner Church campus Retail developer Data center owner Multifamily dev. B County facilities Senior living Office landlord Charter schools Public works Logistics developer 61% trace toone person
A made-up contractor. If 61% of top clients traced to one customer, it would be priced into the deal. Treat 61% traced to one person the same way.

Q2Can the current leaders operate at the planned scale?

A leader who runs a $100 million operation well may struggle at $300 million across three states. Evaluate each leader against the value creation plan, not the company's history.

Hypothetical
Figure 4. Judge leaders against the plan, not the history
Loading map…
Today: one office in Dallas–Fort WorthThe plan: new regionsLeadership reach the plan assumes
What the team has run
$100M

One metro, one state, a founder who knows every job.

What the thesis requires
$300M

Three states, regional leaders, sponsor reporting and add-ons.

A made-up Texas contractor and growth plan. The question is not whether today's leaders are good. It is whether they can lead the business on the right.

Q3Who is likely to leave?

Look at who is receiving proceeds from the transaction, who is not, and who may feel passed over. Senior people who receive nothing from the sale and see no new upside are frequent early departures.

Hypothetical
Figure 5. Plot key people by what the deal gives them
UPSIDE AHEAD ALIGNED FREQUENT EARLY DEPARTURES PAID OUT Proceeds from the sale → NoneSignificant New upside after close → None Significant Founder VP of Operations Chief estimator Minority partner Senior PM Project executive Lead superintendent Rollover and board seat Rollover plus new equity New equity grant Cashing out Requested by name Passed over for COO Nothing from the sale Bottom left: before close Retention bonuses or equityparticipation for the peopleclients depend on. Paid out Tie the payout to atransition plan and therelationships they hold. Upside ahead or aligned Make sure the upside is realand explained in numbers.
Made-up people at a made-up contractor. Positions are judgment calls from the cap table, the deal terms and the interviews, not scores.

Q4How deep is the bench?

For each critical seat, ask who could step in within 90 days. In many founder led contractors, the honest answer is nobody.

Q5What will the next leaders cost?

If you plan to add a CFO, a regional leader or a business development executive, include realistic compensation and search timelines in the model now.

04 · Sources of evidenceHow to Gather the Information

No single method answers all five questions. Used together, these give a buyer a reliable picture of the team.

Structured leadership interviews

Consistent, documented conversations with each senior leader focused on their scope, results and views of the business.

Helps answerQ2Q3

Organization and compensation review

Compare roles, titles and pay against the market to identify retention risk and gaps.

Helps answerQ3Q4Q5

Project level performance data

Review margin performance by project manager and superintendent. It is one of the most objective indicators of leadership quality in construction.

Helps answerQ1Q2

Turnover history

High turnover under a particular leader is a warning sign that interviews will not reveal.

Helps answerQ2Q3

Discreet external market checks

Where appropriate and permitted, a specialist can gauge a leader's reputation with subcontractors, clients and peers.

Helps answerQ1Q2

05 · From diligence to deal termsTurning Findings into Action Before Close

Finding
Action
Client relationships concentrated in one person
Retention agreement, earnout structure, transition plan
Leader unlikely to scale
Plan a supplemental hire, not necessarily a replacement
High flight risk among key PMs and superintendents
Retention bonuses or equity participation
No bench for a critical seat
Begin a confidential search or succession plan early
Compensation well below market
Budget increases into the model

06 · ClosingWhat This Means for Your Firm

Talent diligence does not need to be large or expensive. It needs to be specific to construction and done early enough to influence the deal structure.

Illustrative
Figure 6. Starting the search on day one instead of month nine
With talent diligence Gap found before close Search starts on day one, about 90 to 120 days Search 90–120 days New leader in the seat from about month 4 Right leader in the seat by about month 4 Without it Gap found in the results Months 0 to 9: the gap shows up in results Gap shows up in results Months 9 to 12.5: search Search New leader in the seat from about month 13 About nine months of the hold lost CloseMonth 36912
Search length reflects a typical well run leadership search of about 90 to 120 days. Timings are illustrative.

Sponsors who understand the leadership team before close can price risk accurately, protect the relationships they are buying and start necessary searches on day one instead of month nine.

Vitality Group supports private equity buyers with confidential leadership assessment and executive search across construction and real estate. If you are evaluating a construction acquisition, we are glad to talk through the leadership team before you close.

Sources
  • AlixPartners and Vardis study of private equity investors and portfolio executives, via EACCNY

About the author
Shawn Desgrosellier is Founder, President and CEO of Vitality Group, an executive search firm specializing in construction and real estate, and founder of Vitality Talent Acquisition, which helps employers improve talent acquisition performance.

FAQCommon Questions

What is talent due diligence in a construction acquisition?

A structured look at the people who run the business before close: who holds the client relationships, which leaders can operate at the scale the investment thesis requires, who is likely to leave after the deal, how deep the bench is, and what the next leaders will cost.

Why does construction need its own talent diligence approach?

In construction, much of the revenue sits with people rather than a brand or long term contracts. Owners award negotiated work to builders they trust, and that trust often belongs to specific individuals. Leadership is also flat: a $150 million contractor may have only four or five people who truly run the business.

How do you identify flight risk before closing on a contractor?

Look at who is receiving proceeds from the transaction, who is not, and who may feel passed over. Senior people who receive nothing from the sale and see no new upside are frequent early departures. Retention bonuses or equity participation can address the risk before close.

Does talent due diligence have to be large or expensive?

No. It needs to be specific to construction and done early enough to influence the deal structure, so sponsors can price risk accurately, protect the relationships they are buying and start necessary searches on day one instead of month nine.

Evaluating a construction acquisition?

Know who holds the relationships, who can scale and who may leave, before you close.

Confidential leadership assessment and executive search for private equity buyers across construction and real estate.

Talk to Vitality Group