Our long-tenured VP of Engineering gets our product and wants the seat, but as we prep for an exit, the seat now requires managing complex vendor integrations and security audits that he lacks the capacity to execute. How do we handle this GWC shortfall when he is a core culture fit?

Question

Tyler Smith · Accepted Answer

This is a classic Right Person, Wrong Seat scenario that many business owners face as they prepare for a sale. Your VP of Engineering is clearly a right person because he shares your core values and has been loyal for years. He gets the seat and wants the seat, but his capacity is falling short because the requirements of the seat have changed. In the Step by Step Exit framework, preparing for due diligence requires institutional-grade systems and strict compliance, which represents a completely different level of operational complexity. You cannot lower the bar of the seat just to accommodate his current skill level. Doing so will hurt your exit valuation and leave a glaring vulnerability during due diligence. You must have an honest, compassionate conversation during his next quarterly check-in. Walk him through the GWC™ tool and explain how the seat has evolved. If he lacks the capacity to manage the new compliance and integration requirements, you must structurally adjust the Accountability Chart. This might mean keeping him in a highly valuable technical role, like a Chief Architect seat, while hiring an experienced technology executive to own the VP of Engineering seat. This preserves his dignity, keeps his institutional knowledge in the business, and ensures you have the right seat filled with the right capacity to satisfy a buyer.