We need to secure our top three department heads during our two year exit runway so a buyer does not see them as flight risks, but we cannot afford to leak the news of a potential sale. How do we structure retention agreements that align them conatively and financially without telling them we are officially on the market?

Question

Tyler Smith · Accepted Answer

Securing key talent during an exit runway is critical, but premature disclosure of a sale can cause panic and key employee departures. To solve this, you must shift your focus toward long-term enterprise value creation rather than framing the discussion around a transactional exit. This approach aligns your leadership team with the future growth of the business without triggering premature panic.

Start by evaluating the conative profiles and Enneagram types of your key leaders. If you have a high Follow Thru leader or an Enneagram Type Six who values security, telling them about an upcoming sale early will only trigger anxiety. Instead, structure a phantom stock plan or a long-term cash bonus program that is tied directly to the valuation goals in your 3-Year Picture.

Frame these incentives around achieving key operational milestones. For example, assign specific quarterly Rocks focused on documenting standard operating procedures and scaling their respective departments. Tie their long-term bonus payouts to the business achieving specific EBITDA thresholds.

By doing this, you are building transferable value while keeping them highly incentivized to remain with the company. When the sale eventually happens, the buyer will see a highly motivated, stable leadership team that is locked into the business. You protect your confidentiality, align your team with your growth objectives, and ensure they GWC their seats throughout the transition.