"Oh, good. At least that's honest. " He leaned forward, elbows on his knees. "Tell me everything. " Not the version you'd tell a lawyer or a board member. The whole thing. What's actually happening?
Victoria set down her water glass and then without preamble, without the careful framing she used in every professional setting, she talked. The clause had been in the original founding agreement since 1987, buried in language that sounded like standard corporate governance and had been reviewed by four different legal teams over 30 years without anyone flagging it as a live threat. It required the CEO to demonstrate personal and familial stability as a condition of continued leadership, a provision her grandfather had inserted because he believed with the certainty of a man from a particular era, that an unmarried person without family obligations could not be trusted to think about legacy. For years, it hadn't mattered. Her father had been married with children before he became CEO.
The clause was a relic, a harmless artifact of another time. Until 8 months ago when a man named Richard Voss joined the board. Richard Voss, Darius repeated, chief investment officer of Meridian Capital. He acquired enough board shares through a series of transactions that took place over 18 months to give himself genuine leverage. Nobody caught it in time because the acquisitions were structured across several holding companies.
Her jaw was tight. He's been planning this for a long time. And he found the clause. His lawyers found it. And the moment he had enough board position to make it viable, he filed a formal request for a leadership review, citing, and I'm reading the exact language here, concerns about executive stability and the CEO's long-term commitment to the foundational values of Hayes Innovations.
She said it in a flat, stripped voice, which is lawyer language for she's not married. She has no children and therefore we can use a 60-year-old clause to remove her. Darius was quiet for a moment. What does he want? The company or your position?
Both. But the position first. If he can install someone sympathetic to his interests in the CEO seat, the company follows. A pause. He's already approached two board members about a preferred successor, a man obviously married, two kids.
His entire executive track record is financial performance with no consideration of workforce, product innovation, or long-term sustainability, which is exactly what Richard Voss wants. Someone who will run this company like a quarterly earnings machine and dismantle everything I've built that isn't immediately profitable. How many people know about this? My general counsel, my CFO, you she looked at him directly. I haven't told my executive team.
If word gets out before I have a counter strategy in place, I lose the element of control. People start maneuvering for position. The company destabilizes from the inside. Darius nodded slowly. And the counter strategy is marriage.
The counter strategy is satisfying the clause. If I can demonstrate the stability criteria before the review is formally triggered, Voss loses his mechanism. The clause becomes moot. The board review has nothing to stand on. And you need to do that in 90 days, 87 days now.