Syreeta Counter Offer Letter
CEO Counter-Offer Letter
Syreeta Mitchell · Fractional CEO · LaunchPad Corp
Digital Signatures
LaChoy Johnson (Founder)
Syreeta Mitchell (Fractional CEO)
Date of Acceptance
Confidential — For Addressee Only
LaunchPad
From Idea to Launch · LaunchPad Corp · Wilmington, Delaware
February 28, 2026
Syreeta Mitchell
Re: Response & Counter to Fractional CEO Engagement Proposal
Dear Sy,
Thank you for the detailed and thoughtful proposal. I genuinely appreciate the depth of your thinking, your transparency around motivations, and the strategic alignment you've outlined. It's clear you understand the infrastructure we're building — and that matters more than almost anything else at this stage.
I've reviewed your proposal carefully and want to respond with equal clarity and intentionality. I believe we can align — but I want to make sure what we build together is structured to protect the long-term integrity of LaunchPad while fairly compensating your leadership.
1. Compensation — Counter-Position
| Period | Your Ask | Our Counter |
|---|---|---|
| July – December 2026 | $8,000–$10,000/mo | $6,500–$8,000/mo |
| January 1, 2027+ | $12,500/mo (automatic) | $10,000/mo (milestone-gated) |
| Increase Trigger | Automatic | Verified KPI milestones |
The gap between your ask and our counter reflects where we are in the capital cycle — not a discount on your value. Every step-up must be tied to predefined, verifiable performance gates that we define together before execution begins. An automatic increase to $12,500/month is premature without those gates in place.
2. Equity — Counter-Position
| Component | Your Ask | Our Counter |
|---|---|---|
| Base Equity Grant | 5% | 3.0% |
| Vesting Schedule | 4 years / 1-year cliff | 4 years / 1-year cliff (standard) |
| Performance Upside | Up to 8–10% | Up to +1.5% (milestone pool) |
| Full-Time Path | Not specified | Equity revisit at 12-month mark |
3. Capital Raise Incentive — Counter-Position
- 2–3% cash success fee on capital raised above $250K, paid at close
- Must be documented as your material contribution to qualify
- Equity-based raise compensation is declined — adds cap table complexity at a stage requiring simplicity
4. Strategic Levers — Full Agreement
Hexa Labs / Tech Genies
Open to structuring a partnership to reduce development burn. Scope and savings target to be defined together.
AI-Driven Onboarding & Customer Service
Already on the roadmap. Your direct involvement in vendor evaluation and deployment is welcomed.
Cheez Foundation Fiscal Sponsorship
One of the strongest ideas on the table. Non-dilutive capital tied to financial literacy and minority entrepreneurship aligns perfectly with LaunchPad's brand. Priority item for our first 90 days.
5. Governance & IP — Pre-Condition of Engagement
We agree that early governance clarity prevents late-stage friction. Board composition, authority structure, and IP trust alignment must be formalized before the engagement begins — not as an afterthought. This is a condition of the agreement.
6. Summary of Agreed Terms
| Term | Agreed Position |
|---|---|
| Role | Fractional CEO |
| Start Date | July 1, 2026 |
| Monthly Cash (July–Dec 2026) | $6,500–$8,000/month |
| Monthly Cash (Jan 2027+) | $10,000/month (milestone-gated) |
| Equity Grant | 3.0% (4-yr vest / 1-yr cliff) |
| Performance Equity Pool | Up to +1.5% additional |
| Capital Raise Incentive | 2–3% cash success fee on closes above $250K |
| Governance Formalization | Prior to engagement start (required) |
| Full-Time Review | 12-month mark |
Sy, you are bringing real strategic value. This counter is not about minimizing that — it is about building a structure that can survive Series A scrutiny, banking partnership diligence, and long-term cap table health. The best outcome for both of us is a LaunchPad that is fundable, durable, and defensible — and that requires discipline now.
I'd like to connect Thursday or Friday to align on the outstanding terms and move toward a formal engagement letter. I'll have counsel draft once we reach verbal agreement on the key points. This offer is valid through March 7, 2026.
Looking forward to building this the right way.
Warmly,
LaChoy Johnson
Founder & Chairman, LaunchPad Corp
Acknowledgment & Counter-Acceptance
By signing below, Syreeta Mitchell acknowledges receipt of this counter-offer and confirms agreement to the terms outlined herein as the basis for a formal engagement agreement to be drafted by counsel.
Syreeta Mitchell — Signature
Date
LaunchPad Corp · Wilmington, Delaware · Confidential & Proprietary
Valid through March 7, 2026. Acceptance by signature constitutes a binding letter of intent.