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Post-Merger Senior Leadership Rejig

Helios (acquirer) just closed on Northwind. Design and land the combined exec team in 30 days — without losing the Day-1 talent you bought.

Progress10% • due Day 30 Board readout

The situation

Helios Software ($820M ARR) closed its acquisition of Northwind Analytics ($210M ARR) at midnight. Both companies have full C-suites and overlapping VP layers — 14 leaders for 9 combined roles. The Board wants a single integrated leadership team announced internally by Day 14 and externally by Day 30. As CPO, you own the rejig: who stays, who leaves, who reports to whom, what they're paid, and how the story lands with employees, customers, and the press. Two Northwind execs have change-of-control clauses worth $4.8M each; the Helios CRO has hinted he'll walk if he reports to anyone but the CEO.

Context

  • Combined headcount: 2,140 (Helios 1,610 + Northwind 530). 38% overlap in eng leadership, 62% overlap in revenue leadership.
  • Northwind's CEO, Dana Okafor, has a 'CEO or board seat' clause. The Helios CEO is staying. Dana is a flight risk and a retention magnet for her team.
  • Helios CRO Mark Brennan is the #2 internal candidate for CEO succession. Demoting him risks a cascade of revenue-org departures during the integration.
  • Three Northwind VPs are on H-1B visas — any termination triggers a 60-day grace period and DOL re-filing for survivors.
  • Glassdoor sentiment at Northwind dropped from 4.3 to 3.6 the week the deal leaked. Employee NPS survey closes Day 21.
  • California WARN Act applies — any RIF of 50+ in a 30-day window requires 60 days' notice.
  • Comp bands differ by ~18% between the two companies at the VP level; equity refresh grants are not aligned.

Your objectives

  • Design the Day-30 combined org for the top three layers (C-suite, SVP, VP) with named incumbents.
  • Decide retention package vs. exit for each of the 14 senior leaders, with defensible business and legal rationale.
  • Land the internal announcement so regrettable attrition stays under 8% in the first 90 days.
  • Coordinate Legal, Comms, Finance, and IR so the external narrative is consistent on Day 30.
  • Set the cultural integration plan — values, operating cadence, decision rights — that survives beyond the announcement.

Phases

  1. Diagnose the two leadership teams

    Map roles, performance, comp, retention risk across 14 leaders.

  2. Design the combined org

    Now

    Three structural options with trade-offs for the CEO and Board.

  3. Negotiate retention & exits

    Comp packages, change-of-control, severance, non-competes.

  4. Day-14 internal announcement

    All-hands, manager cascade, 1:1 scripts, FAQ.

  5. Day-30 external + Board readout

    Press release, customer comms, Board metrics review.

Tasks

  • Complete 9-box performance/potential grid for all 14 senior leaders
    Day 3
  • Pull change-of-control liability schedule from Northwind data room
    Day 4
  • 1:1 listening sessions with each Northwind VP (confidential)
    Day 7
  • Draft three org-design options (CEO + Board pre-read)
    Day 9
  • Outside counsel review — WARN, ADEA, H-1B exposure
    Day 10
  • Finalize retention packages with CFO (≤$22M budget)
    Day 12
  • Day-14 all-hands script + manager cascade kit
    Day 13
  • External press release + customer letter (with IR + Comms)
    Day 28
  • Day-30 Board readout: org, comp, attrition, integration risks
    Day 30

Inbox for this scenario

Open inbox
EV

Elena Vargas · CEO, Helios

Day 1, 07:10

I want one team, not two — by Day 14

Congrats on close. I need a single combined leadership chart on my desk by Day 9, with your recommendation on each name. No co-leaders, no 'transition' titles. Tell me who stays, who goes, what it costs, and how we tell the story. I'll back your call but I need it sharp.

Urgent
DO

Dana Okafor · CEO, Northwind (acquired)

Day 1, 11:42

Re: my role going forward

I've held up my end through close. My contract gives me CEO of the combined entity or a board seat plus $4.8M. I'd rather lead than leave, but I won't be a 'President, Analytics' figurehead. Let's talk before you brief Elena.

High
MB

Mark Brennan · CRO, Helios

Day 2, 09:05

Heard a rumor — need to talk

Sales floor is saying Northwind's CRO is being pitched as 'co-CRO.' If that's the plan I need to hear it from you first. I have three of my top five RVPs on offers from competitors as of this morning.

Urgent
PI

Priya Iyer · General Counsel

Day 2, 14:20

Legal exposure map — first read

Quick flags: (1) WARN triggers at 50 in a 30-day window — keep RIFs staged. (2) Two Northwind VPs are >55; document performance rationale carefully or we'll see ADEA claims. (3) Three H-1B holders — termination starts a 60-day clock. (4) Northwind change-of-control liabilities total $9.6M; only $6M is reserved.

High
JP

Jenna Park · VP Comms

Day 3, 08:30

Press is asking — what can I say?

Bloomberg called twice. They want the combined org chart. I'm holding to 'integration plans will be shared in the coming weeks' but the clock is ticking and a leak would be worse than a controlled announcement.

High
NE

Northwind Engineering (anon) · Internal letter (12 signatories)

Day 4, 17:55

Open letter from Northwind engineering leadership

We learned of the acquisition the same day customers did. We respect Dana and the team she built. If the announcement on Day 14 doesn't preserve our engineering autonomy and our existing director layer, you should expect resignations from several of us.

High
RM

Rohan Mehta · CFO

Day 5, 10:15

Retention budget — hard ceiling

Board approved $22M total for retention + severance through integration. CoC obligations eat $9.6M of that. You have $12.4M of flexible retention to keep the people we actually want. Spend it deliberately.

FYI
BC

Board Compensation Committee · Board

Day 6, 12:00

Day-30 readout — what we'll ask

Please come prepared to defend: (1) org choices vs. the two alternatives you considered, (2) cost per retained leader vs. market replacement cost, (3) DEI impact of the rejig, (4) succession plan if Brennan or Okafor exits in year one.

FYI

Success criteria

  • Single org chart approved by CEO and Board Compensation Committee.
  • All retention, severance, and change-of-control packages within the $22M integration budget.
  • Zero EEOC, ADEA, or WARN Act exposure flagged by external counsel.
  • Day-30 internal pulse: ≥70% of surviving leaders say the new structure is clear and fair.

Stakeholders

  • EV

    Elena Vargas

    CEO, Helios

    neutral
  • DO

    Dana Okafor

    CEO, Northwind

    tense
  • MB

    Mark Brennan

    CRO, Helios

    tense
  • RM

    Rohan Mehta

    CFO

    supportive
  • PI

    Priya Iyer

    General Counsel

    supportive
  • JP

    Jenna Park

    VP Communications

    neutral
  • BC

    Board Comp Committee

    Board

    neutral

Deliverables

  • Leadership 9-Box & Retention Risk Grid

    in review

    All 14 senior leaders scored on performance, potential, retention risk, and CoC liability.

  • Combined Org Chart (Day-30)

    draft

    Three layers deep, named incumbents, reporting lines, spans of control, dotted lines for integration.

  • Retention & Severance Package Schedule

    pending

    Per-leader recommendation: stay-bonus, equity refresh, severance, non-compete. Within $22M envelope.

  • Legal Risk Memo

    pending

    WARN, ADEA, H-1B, change-of-control exposure with mitigations, signed by GC.

  • Day-14 Internal Announcement Kit

    pending

    All-hands script, manager cascade deck, 1:1 talking points, FAQ, Slack/email copy.

  • Day-30 External Comms Pack

    pending

    Press release, customer letter, analyst briefing, social copy. IR + Comms sign-off.

  • Board Readout Deck

    pending

    Org, cost, attrition, DEI, succession, integration risks. 12 slides.

Competencies assessed

  • Organizational Design76 / 100
  • Executive Compensation & Retention68 / 100
  • Employment Law & RiskWeight 15%
  • Change Management & CommsWeight 20%
  • Stakeholder NegotiationWeight 15%
  • Cultural IntegrationWeight 15%

Tools

Org Chart PlannerCompensation Modeler9-Box Talent GridDoc EditorSpreadsheetPDF Viewer