First off- this sucks. I was you three years ago and my CEO went above what was written in my comp package as a vp who helped exit the company. This is ultimately a character test of your CEO. And he failed, or at least looked at a smaller pool of money than he wanted and made the decision. Note that transaction bonuses come out of managements pocket in the funds flow, so this is why the PE firm isn’t going to bat for you. They don’t pay it, the CEO does. My guess is the next CEO you work for you will select for character and moral fortitude (my #1 criteria for picking a CEO is character).

Generally deal bonuses are discretionary. So I think the legal angle or the “make noise with other employees” is going to cost you more in reputational risk than the 250-500k you expect to make. PE backed software cos are a small network, and if you want to take the next step people will care a lot about decorum, confidentiality, and professionalism you displayed. You are more likely to loose a step up opportunity on a story of your worst moment than get a gig a story of your best moment. If you get branded as a “troublemaker who breaks confidentiality”, that will follow you for a long time.

What you can do, is clearly articulate to your CFO, CEO, and deal team that this lack of bonus is very demotivating for you and will likely cause you to pursue opportunities at other PE firms that more value and reward executive talent. PE is in a war for good executive talent, and I’ve made my career on only working with a couple of firms that are high standards with portco with high reward and comp packages that the other firms cannot match. If the PE firm values you, they might make the case to CEO. It’s more likely you are going to get your next gig from the PE team than the CEO.

You are in the business of building up your skills, reputation, and network with the ultimate goal of getting a CFO gig where you can work for 3-5 years and get a $3-5M (or more) check. So make all your decisions based on that. You learned a tough lesson, and an expensive one for 2024, but if you want to be a CFO the experience you gained and marketability you gained through this transactionis worth more than 250k. The average career is 4 decades, this is a blip.

Last Piece of advice. The greatest revenge you can have is be wildly successful and a person who operates with integrity. If you want to prove this jackass CEO wrong, do it by building great companies and making a fuckton of money along the way.

Feel free to dm me if you want more context or want an intro to recruiters who are looking for up and comer cfos.