So the only problem you have with buying him out is that 1) He said it, so you don't like the messenger despite that being the accurate path 2) and no money

So the only problem you have with buying him out is that 1) He said it, so you don't like the messenger despite that being the accurate path 2) and no money you’re conflating both of those with the idea of “rewarding” him more tough luck the other side of this is who cares that he’s a shareholder. Its 5%. just ignore him, remove his title, and have someone else do the work. he remains a 5% shareholder and everyone else continues on. he has literally no power and doesnt prevent you or anyone else investing money into this company except your own pride