Your Commercial Director Has Just Been Offered £180,000. Here Is What You Must Not Do

The Scene

It is a Tuesday afternoon. Your Commercial Director asks if he can have a quiet word. He looks slightly uncomfortable, which is unusual for someone whose entire professional life is built on controlling difficult situations.

He sits down.

"I've been approached. They've offered me £180k base salary."

The number lands in the room like a hand grenade. His current package is somewhere south of £100,000. The offer is nearly double what you're paying him. He's been with you for seven years. He knows everything.

Your first instinct is immediate, visceral, and almost universal: "We have to match it."

Stop. Step back. Because before you make any decision about that offer, you need to understand precisely what is actually happening in this room - and it is not what it looks like.

This Is Not Recruitment. This Is an Intelligence Raid.

Let's be forensically precise about what your competitor has done here.

They have not simply identified a talented commercial professional and made a compelling approach. Any competent recruitment firm can do that. What they have done is far more calculated. They have identified the specific individual within your organisation who carries the most commercially sensitive knowledge, assessed what it would cost to prise him loose, and made an offer calibrated to make refusal genuinely difficult.

They are not paying £180,000 for his talent. They are paying £180,000 for his intelligence.

Think about what he actually knows. He knows your tender margin structures - the percentage benchmarks you apply across different client types, contract values and risk profiles, the ones that took you years of hard experience and financial pain to calibrate. He knows which clients you maintain relationships with outside the formal tender process, and which of those relationships are genuinely sticky versus superficially cordial. He knows which of your live projects are overrunning and where your business is exposed. He knows the overhead recovery model that sits beneath every bid. He knows which subcontractors you depend on and at what commercial terms.

Armed with that knowledge, a well-funded competitor can undercut you by precisely the margin that wins tenders without leaving money on the table. They can approach your clients with a familiarity that bypasses the normal procurement process. They can structure their risk allocation to exploit gaps they know exist in your operations.

This is not recruitment. It is an intelligence operation. And the £180,000 is not a salary - it is an acquisition cost.

Once you see it this way, your entire decision-making framework shifts.

Why Counter-Offers Almost Always Fail

The instinct to match the offer is understandable. He's good at his job. Replacing him will be disruptive and expensive. You know him. You don't know who comes next.

But the counter-offer strategy fails for reasons that are structural, not circumstantial.

The Trust Equation Has Already Changed

The moment he walked into your office with that piece of paper, the commercial relationship between you changed permanently. He now knows that the market values him at nearly double what you pay him. You now know that he was willing to at least consider leaving. Whatever happens next, that knowledge sits between you.

If you match the offer, you have not resolved the tension - you have deferred it. He knows he had to threaten departure to get paid what the market says he's worth. You know that the loyalty you thought you had was, at minimum, conditional. The operating relationship that follows is subtly but materially different from the one that preceded the conversation.

The Departure Timeline

A commonly cited figure in HR circles suggests that somewhere around 80% of employees who accept a counter-offer and stay have left the business within twelve months. I'd treat that specific figure with some caution - precise sourcing is difficult to pin down and individual circumstances vary enormously - but the directional truth is well-established and consistent with the structural reality described above.

The underlying logic is simple. The reasons he was receptive to the approach in the first place have not been resolved by a pay rise. If it was purely about money, why did it take an external offer to surface the conversation? More likely, the money was the catalyst that made a latent dissatisfaction actionable. The counter-offer patches the financial symptom while the underlying condition continues.

You Are Renting, Not Retaining

Even if he stays for a further eighteen months following the counter-offer, you are operating in a fundamentally different mode. You are managing a flight risk, not retaining a committed commercial leader. The decisions you make about what he is included in, what he is told, how much of the forward strategy he shapes, are all subtly different when you know he may leave.

That is not a healthy commercial relationship at the most senior level of your commercial function. It is managed decline disguised as continuity.

The "Flip" - And Why the Damage May Already Be Done

There is a harder question embedded in this scenario that most MDs don't ask quickly enough: what has already happened?

The approach from your competitor was not spontaneous. Someone made a decision to target your business, identified your Commercial Director as the highest-value asset, constructed an offer capable of getting him into the room, and initiated contact. That process takes time. During that time, there were conversations - over dinner, at industry events, in exploratory calls - in which your business was discussed.

What was said in those conversations? What was he willing to share about your commercial position, your pipeline, your vulnerabilities, to demonstrate his value as a potential hire? Recruitment processes at this level are rarely one-way presentations. They involve the candidate demonstrating what they know, often in ways that feel like professional conversation but function as competitive intelligence disclosure.

By the time he is sitting in your office with a written offer, the intelligence transfer may already be partially complete. The most sensitive information - the live tender strategy, the current margin benchmarks, the pipeline positioning — has a short half-life of confidentiality from the moment contact was initiated.

This does not mean you should assume bad faith on his part. Commercial professionals discuss their work in the context of career conversations without necessarily recognising the competitive implications of what they're sharing. But you must not assume the conversation has been entirely neutral either.

The Defensive Protocol

Understanding what is actually happening is the prerequisite. Knowing what to do about it is the operational priority.

Garden Leave Is Not Negotiable

If he accepts the offer, he leaves the building today. Not at the end of his notice period. Not on Friday. Now.

Access is revoked. Systems are locked. The laptop is returned before he reaches the car park.

I am consistently surprised by how many businesses allow a departing senior commercial professional to serve out a notice period at their desk, nominally "working" but in reality conducting an extended farewell tour of the company's most sensitive commercial information. The rationalisation is usually some combination of "he's professional about it" and "we need him to hand over."

Both are expensive illusions.

Garden leave exists precisely for this situation. It is a contractual mechanism that removes the employee from the business while maintaining the employment relationship — keeping the post-termination restrictive covenants running, preventing them from joining the competitor, and most critically, allowing commercially sensitive information to begin its natural process of decay.

Tender intelligence has a short shelf life. What your margins look like on a live bid is useless information once the bid is submitted. What your pipeline looks like this month is different from next month. Client relationships are dynamic. Strategy evolves. Six months of garden leave transforms "live intelligence" into "historical context", and historical context is far less commercially lethal than live intelligence.

A critical caveat on garden leave: it must be expressly provided for in the employment contract to be enforceable. If his contract does not contain a garden leave clause, you may find yourself in an argument about whether you are entitled to require him to stay away from the office during his notice period while continuing to pay him. If you're in that position, you need employment law advice immediately. If you are not in that position yet — meaning this scenario hasn't happened to you — go and check your senior employment contracts today.

Restrictive Covenants: Useful But Not Infallible

Your senior contracts should contain properly drafted post-termination restrictive covenants: non-solicitation of clients, non-solicitation of key employees, and — where appropriate and proportionate — non-competition provisions.

UK courts approach restrictive covenants with scepticism. They will not enforce a restriction that goes further than is reasonably necessary to protect a legitimate business interest. An attempt to prevent a Commercial Director from working in the construction industry for two years within a 200-mile radius will almost certainly fail. A carefully drawn six-month restriction on approaching named clients, or soliciting specific employees, has a substantially better chance of being upheld.

The practical point is this: if the restrictions are poorly drafted, overly broad, or have clearly not been updated since they were written years ago, they provide less protection than they appear to. Again — check them before you need them, not after.

The springboard doctrine is also worth noting here: under English law, a court can grant an injunction to prevent a former employee from using confidential information acquired during employment as a springboard to gain an unfair competitive advantage, even where the information might otherwise have become publicly available. This can be a powerful remedy in the right circumstances, and it's one your solicitors should be exploring rapidly if there is evidence that sensitive information has already been transferred.

The Data Audit

Before you accept the resignation formally and begin any conversation about departure terms, conduct an immediate audit of his recent system activity.

What has he downloaded in the last 30 to 60 days? Has he pulled the complete tender history? Exported the client database? Accessed the margin analysis files or the commercial reporting suite? Has there been an unusual volume of emails sent to personal accounts?

This is not a fishing exercise or an expression of distrust. It is a business protection measure, and you are entirely entitled to conduct it on systems you own. If the audit reveals that data has been extracted, the conversation changes immediately and your solicitors need to be in the room. "You can leave, but the data stays — and we will seek appropriate remedies if it surfaces elsewhere" is a very different conversation than a straightforward resignation acceptance.

If the audit shows nothing untoward, you have lost nothing by checking and gained the comfort of knowing your exposure is limited to the knowledge that resides in his head, which is harder to directly remedy but easier to manage commercially.

The Client Pre-Emption Call

The third element of the defensive protocol is speed of narrative control with your key clients.

The moment the resignation is accepted, your senior leadership should be calling your most significant client contacts. Not emailing. Calling.

The message is calm, controlled and proactive: "I wanted to let you know directly that John is moving on. We have a full transition plan in place. Your new point of contact is Sarah, who you may have met at [specific project]. I'm confident you'll find her equally capable, and I wanted to make sure you heard it from us first."

The critical word in that sentence is "first."

Your departing Commercial Director will, in most cases, make contact with your clients as part of his transition to the new role. He may be warm and professional about it. But if you have not already called those clients, his contact — however well-intentioned — shapes the narrative of his departure on his terms, not yours. He becomes the natural reference point for continuity of relationship, rather than you.

Get there first. Control the story. Make it about your strength and the continuity of your client service, not about the departure.

The Structural Problem This Scenario Exposes

Here is the harder conversation, and the one that gets skipped in the rush to manage the immediate situation.

If your business is vulnerable to an intelligence raid of this nature — if a single departure can expose your margin structures, compromise your client relationships and potentially hand a competitor the keys to your tender strategy — you have a structural problem that has nothing to do with the individual who just walked into your office.

You have a key person dependency problem.

Key person dependency is one of the most pervasive and underappreciated risks in contracting businesses, precisely because it develops gradually and invisibly. You hire a strong Commercial Director. He is excellent. He builds relationships, develops systems, holds knowledge, shapes strategy. Seven years later, he is indispensable — and you have allowed him to become so because his indispensability made the business feel more stable, not less.

In reality, it has made the business more brittle. His indispensability is not a sign of organisational strength. It is a sign of organisational fragility concentrated in a single point of failure.

The businesses most resilient to intelligence raids are not the ones who lock everything down and refuse to pay people properly. They are the ones who have distributed commercial knowledge across the organisation, created systems that capture institutional intelligence rather than concentrating it in individuals, and built commercial teams with genuine depth.

Retention Engineering That Actually Works

If the answer is not the panicked counter-offer, what does effective retention look like?

The most durable retention mechanisms for senior commercial professionals in construction share three characteristics: they create genuine alignment of incentives, they build real switching costs that are not purely financial, and they are structured prospectively rather than reactively.

Deferred profit-sharing or bonus structures that vest over multiple years create a genuine financial conversation in the context of any outside approach. An employee looking at a £180,000 offer must also look at £40,000 of unvested deferred bonus that walks out the door if he accepts it. That changes the calculus materially.

Equity participation, where the commercial structure of the business permits it, creates alignment that goes beyond employment. A minority equity stake or a phantom equity scheme gives a senior commercial professional a genuine share in the value they're helping to create, and creates a relationship that is qualitatively different from employment.

Genuine career architecture matters far more than most MDs acknowledge. Senior commercial professionals who can see a clear trajectory — who understand what the next chapter of their career within the organisation looks like and are being actively developed toward it — are substantially less receptive to external approaches than those who feel they have reached the ceiling of their role.

Regular, genuine market-rate conversations are perhaps the most underutilised retention tool available. If your Commercial Director knows that you benchmark his package against the market annually and adjust proactively, the external offer that arrives at £180,000 is less destabilising — because you have already been having that conversation. The moment that changes the dynamic is when someone has to engineer a crisis to get a market-rate conversation.

The Broader Lesson

Thirty years of watching this dynamic play out in construction businesses teaches one lesson with consistent clarity: the businesses that manage senior commercial talent well do not do so by paying the most. They do so by creating the conditions in which genuinely talented people feel valued, challenged and invested in the business's direction — and by building organisations that do not depend on any single individual's continued presence to function.

The £180,000 offer sitting on your table is a diagnostic as much as it is a crisis. It is telling you something about how your competitor views your business (as a source of extractable intelligence), something about how your Commercial Director views his current position (receptive enough to take the meeting), and something about the structural health of your commercial organisation (potentially more dependent on a single individual than is wise).

Handle the immediate situation with precision. Then use the experience to address the structural conditions that created the vulnerability in the first place.

The cheapest insurance policy against the intelligence raid is the organisation your competitors cannot unlock by poaching a single person.

If You're Facing This Now, or Want to Build the Structures Before You Need Them

Whether you are currently managing a senior departure in your commercial function, or you recognise that your business has a key person dependency that needs addressing before someone else identifies it as an opportunity, I can help.

My work with contracting businesses covers commercial team structure, retention architecture, key person risk assessment and — where required — immediate advisory support during the transition that follows a significant departure. Premium service, immediate availability, real returns on investment.

Matt Lockett

Director, Norcross Commercial Management Limited

matt.lockett@norcross.uk | 07545 533968

Norcross Commercial Management Limited provides expert commercial consultancy to main contractors and subcontractors across the UK. Project basis, fixed-term or flexible retainer - whatever your business needs, when you need it.