I know I've been identified as a key senior person in the organization from seeing some documentation that is being used in the negotiation. I was also handed a second round of preferred stock right before the talks started. There was no explanation given, but I'm guessing it was meant to temporarily keep me happy.
I realize being the only software engineer isn't enough. It our company was a web-based concern, especially so. (We're in manufacturing). Like I said earlier, I know they can find a replacement but it would steal momentum which is something the acquirer wants.
What I'm most uncertain about is how the transition will take place. I know one day we'll just be told to show up at a new office and ohOneMoreThing here's your new comp package which has been decided for you kthxbye.
I'm pretty certain the acquirer won't be approaching me. To them we look like a turnkey operation. My current company knows what it will take to keep me around because I told them so. Whether or not it's communicated upward is my concern.
Huh? "turnkey operation" does not imply "won't fall apart if the wrong people leave".
> Whether or not it's communicated upward is my concern.
Then you're hosed, going to feel used, ....
You're the only one who cares whether you get what you deserve. If you don't care either, then no one cares.
Note that the sellers want to argue that you aren't essential, because if you are, the acquirer needs to take care of you. Taking care of you increases the cost of the acquisition. (That can put the deal at risk and can reduce their payout.)
No, an earnout clause doesn't change their motivation wrt you much.
You've already gotten whatever compensation you're going to get for that work. If they think that they'll need more of that going forward, your next deal should reflect that.
> As the only software engineer in the startup I've apaprently been identified as a key person in the move.
Why do you think that you're a key person? Seriously - being the only software engineer isn't enough.
> I'd like to think this gives me some leverage, it would take them 3-4 months to find a replacement and get them up to speed.
If you're really key, the acquirer should be negotiating with you, not them. (I'm assuming that you don't have an employment contract that your current company can sell.)
Think about things from the acquirer's point of view. Your current company doesn't actually know what it will take to keep you around.
And from your point of view, is your current company really going to care what kind of deal you get?