Our Integrator is critical to our daily operations, but they do not have equity and we worry they might leave if they sense an acquisition is coming. How do we structure a long-term incentive plan or stay bonus specifically for our Integrator on our exit runway to ensure they remain committed through the close?

Question

Tyler Smith · Accepted Answer

Your Integrator is the operational glue holding your company together, making them incredibly valuable to both you and a prospective buyer. If your Integrator suspects a sale is imminent and feels their job security is at risk, they may leave prematurely, which could instantly derail your transaction.

To secure their commitment through the sale and the subsequent transition, design a structured long-term incentive plan or a stay-bonus program on your exit runway. Introduce this plan at least twelve to eighteen months before you launch the sale process. Structure the program so that a portion of the bonus is paid at the closing table, with the remainder paid six to twelve months post-close, contingent upon their continued employment with the new buyer.

This alignment ensures your Integrator is financially motivated to help you achieve a successful exit and maintain operational stability during the transition. By protecting your Integrator's financial future, you protect your own transaction and give the buyer confidence that the company's key leadership remains intact.