Human capital resource
The talent risk assessment matrix: one score for every name the deal leans on.
Four dependency factors, scored 0 to 25 from records of how the company actually runs. Build the roster, score each name, read the band, match the mitigation. One page, printable, no email gate.
Build the roster
6 itemsTitles don't decide who gets scored. Dependency does. Anyone matching a line below goes on the list, whatever their level.
- Every member of the leadership team, automatically. Seniority earns a row, not a pass.auto
- The sole maintainer of any system the revenue path depends on.engineering
- Anyone who is the only participant on renewal or escalation calls for a top-ten account.revenue
- The person two separate teams both route through. If they left, would engineering and sales still talk?bridge
- Whoever administers a critical system alone: billing, production access, the data warehouse.single-admin
- The informal leader who keeps appearing in decision meetings above their level.influence
Score four dependency factors
5 itemsScore each name from 0 to 25 on each factor and sum to 100. Higher means the organization leans harder on this one person.
- Communication centrality: how much cross-team traffic routes through this person? In a healthy network, no one sits on much more than 15% of the paths between colleagues.0-25
- Decision dependency: which decisions wait for this person's calendar? Score high when cross-functional work stalls in their absence.0-25
- Knowledge concentration: what do they touch that nobody else touches? Broad and exclusive is the dangerous pair.0-25
- Relationship ownership: which customers, partners, or vendors know only this name? Score high when a top account has a single contact.0-25
- Then check trajectory. Departure signals (a contracting internal network, withdrawal from cross-team channels, a sudden shift in working hours) move a name up one band regardless of score.modifier
Where the evidence lives
6 itemsInterviews measure presentation. The matrix scores from records of behavior: reading patterns, not message content.
- Centrality: message and email header data. Who talks to whom, how often, and which pairs never do.comms metadata
- Decision dependency: calendar records. Recurring meetings mark the real decision bodies, whatever the org chart says.calendar
- Knowledge concentration: repository and access history. Commit coverage, review coverage, and who holds sole credentials.repo · access
- Relationship ownership: CRM activity and external correspondence patterns. Who is on every renewal thread for the account.crm
- Trajectory: the same sources over six months. A trend line, not a snapshot.trend
- Cross-check against documents: the dated org chart, retention agreements in force, and voluntary attrition by function over eight quarters.document
Read the bands
5 itemsSum the four factors, then apply the flag line for the person's level. Senior roles are expected to carry more dependency, within bounds.
- 80 to 100: structural. The company doesn't currently function without this person. The deal should be priced that way.80-100
- 60 to 79: concentrated. Departure is survivable but expensive. Name a successor path before close, not after.60-79
- 40 to 59: watchable. Normal for senior roles. Monitor the trajectory, not the level.40-59
- Below 40: distributed. The healthy state. Capability has depth, relationships have coverage, decisions have a backup path.0-39
- Flag lines by role: 70 for individual contributors, 60 for managers, 50 for directors, 40 for VPs and above. An IC at 70 is a louder alarm than a VP at 55.flag lines
Match the mitigation
7 itemsMitigation is sized to the score, not the title. The goal isn't making key people less important. It's making the company less fragile.
- Structural (80+): retention agreement tied to close, paid in tranches. A quarter at close, then at 6, 12, and 18 months.pre-close
- Structural, founder variant: an 18-to-24 month transition with named knowledge-transfer milestones, not a handshake.pre-close
- Concentrated (60-79): succession development in the first-100-days plan. Two or three candidates in the room for decisions that used to route through one.post-close
- Knowledge concentration above 15 on any name: documentation sprints and pairing in the first 90 days. The test is whether team output holds when that person takes leave.post-close
- Relationship ownership above 15 on a top account: introduce a second contact before close. Warm, and never announced as coverage.pre-close
- Aggregate expected cost of departures above roughly 5% of enterprise value: adjust the price. Not punitive, just pricing an unmitigated liability.pricing
- Budget replacements honestly: one and a half to two times annual compensation for a senior engineer, plus six to twelve months of context in technical roles before full output.budget
Score the roster once during confirmatory diligence, again before close, and quarterly through integration. Falling scores mean the mitigations are working. The matrix earns its keep the first time it puts a mid-level name above a titled one, because that is the finding interviews never surface: the person the organization actually leans on.
References
- Talent Flight: Overlooked Risks During M&A · KPMG (accessed August 2026)
- Securing Human Capital in European M&A: A Strategic Framework for Protecting Deal Value · PwC (accessed August 2026)
- Workforce Planning Integrations · FTI Consulting (accessed August 2026)
- Managing Human Resources in Mergers and Acquisitions · SHRM (accessed August 2026)
- Navigating Top Talent Decisions for Mergers and Acquisitions · Heidrick & Struggles (accessed August 2026)
- The Challenge of Retaining Startup Talent After an Acquisition · Harvard Business Review (accessed August 2026)