One Clause from a Financial Freefall: The CFO’s Urgent M&A Wake-Up Call ⚠️

Plus: AI vs. the Talent Drought 🤖

In partnership with

Stay up-to-date with AI

The Rundown is the most trusted AI newsletter in the world, with 1,000,000+ readers and exclusive interviews with AI leaders like Mark Zuckerberg, Demis Hassibis, Mustafa Suleyman, and more.

Their expert research team spends all day learning what’s new in AI and talking with industry experts, then distills the most important developments into one free email every morning.

Plus, complete the quiz after signing up and they’ll recommend the best AI tools, guides, and courses – tailored to your needs.

Hey there, CFOs! 💼

Welcome back to the newsletter where we don’t just crunch numbers—we connect dots that matter.

This week, we’re diving into the high-stakes world of post-transaction accounting (yes, that line on the term sheet really could haunt your P&L), Harley-Davidson’s surprise CFO power move, and how AI might just be the lifeline CFOs need in the face of a growing talent drought.

Whether you're steering a Fortune 500 or scaling a finance team from scratch, these stories offer clarity, caution, and a little confidence boost in today’s fast-moving financial landscape.

📰 Upcoming in this issue

  • The Payment Trap CFOs Can’t Afford to Miss 💼

  • Harley’s CFO Suddenly in the Spotlight 🏍️

  • CFOs vs. the Talent Crunch: The AI Lifeline? 💼

  • How Finance Became Zeta’s Secret Weapon

  • CFO Alert: 2025 Forecasts Take a Dark Turn 📉

  • ADP’s Next CFO Ready to Chart the Course

The Payment Trap CFOs Can’t Afford to Miss 💼 read the full 2,300-word article here

Article published: April 29, 2025

In the heat of M&A negotiations, one fine line could redefine your financials—and it hinges on a single question: Is it contingent consideration or post-transaction compensation?

In their recent CFO guest piece, Crowe’s Brian Zophin and Brian Fitzgerald pull back the curtain on a quiet accounting dilemma that’s anything but minor for portfolio company CFOs. As deal activity rebounds in 2025, contingent payments—earnouts, rollover equity, seller notes—are again flooding term sheets. But mislabeling them could misstate EBITDA, inflate goodwill, or worse—trigger regulatory scrutiny.

The article lays out a powerful framework for interpreting contingent arrangements under ASC 805. Why does it matter? Because if even one post-acquisition clause ties payment to continued employment, that earnout may be reclassified as compensation—transforming it from a balance sheet item into a recurring hit to your income statement.

Key Takeaways:

  • 🔎 Employment triggers reclassification: If sellers must stay employed to receive payouts, those payments are likely compensation—not part of the purchase price.

  • 📊 Valuation linkage is a green light: Payments tied to an earnings multiple used in the original valuation? That often supports treatment as contingent consideration.

  • 👥 Group arrangements aren’t a loophole: “Last man standing” earnouts tied to group employment (e.g., a $5M earnout split across retained execs) will likely count as compensation.

  • 📄 Contracts speak volumes: Compensation can be “hidden” in leases, consulting agreements, or non-competes. Anything below market value must be scrutinized.

Harley’s CFO Suddenly in the Spotlight 🏍️ read the full 1,300-word article here

Article Published: April 29, 2025

In a twist worthy of its own highway legend, Harley-Davidson’s CFO Jonathan Root is no longer just the numbers guy — he’s now the potential heir to the CEO seat.

Activist investor H Partners disclosed in a Monday filing that outgoing CEO Jochen Zeitz personally recommended Root to succeed him. The board, however, isn’t aligned — it has so far rejected multiple unnamed CEO candidates, including one backed by H Partners, as unfit to preserve Harley’s brand and value.

Root, who joined Harley’s financial services arm in 2011, was promoted to CFO in 2023 and now wears a dual hat as President, Commercial. H Partners suggests he’s already running the day-to-day — and they’re not entirely wrong. In their words, “Jonathan Root is effectively running Harley now.”

As the proxy battle escalates ahead of Harley’s May 14 annual meeting, Root’s name is suddenly front and center — not just in earnings reports, but in the future of one of America’s most iconic brands.

Key Takeaways:

  • 📌 Zeitz’s Pick: Outgoing CEO Jochen Zeitz reportedly recommended CFO Jonathan Root as his successor — a move now under intense scrutiny.

  • 🎯 Already in Command?: Activist investor H Partners claims Root is “effectively running” the company already as both CFO and Commercial President.

  • 🧭 Board Pushback: Harley’s independent directors have rejected several CEO contenders, refusing to name a successor — including H Partners' mystery candidate.

  • 🗓️ All Eyes on May 14: The upcoming annual meeting could define Root’s future — either as Harley’s next CEO, or as a CFO caught in a political crossfire.

CFOs vs. the Talent Crunch: The AI Lifeline? 💼 read the full 1,050-word article here

Article Published: April 28, 2025

North America’s finance chiefs are now doubling as talent strategists.

With retirements accelerating and fewer graduates entering accounting, CFOs are staring down a growing skills gap that threatens the capacity — and credibility — of their teams. According to Deloitte’s Q1 2025 CFO Signals survey, 45% of CFOs flagged the lack of skilled talent as a primary concern, and 44% cited increased workloads for remaining staff as a critical consequence.

The response? Enter AI.

A striking 79% of surveyed CFOs plan to use generative AI within 24 months — not just to boost productivity, but to replace traditional finance roles that remain unfilled. Think: agentic AI tools taking over data entry, reporting, even predictive analytics. This shift isn’t just about efficiency; it’s about survival.

CFOs aren’t stopping there. Many are now personally vetting hires and tapping talent from outside finance, revealing just how urgently they’re reshaping the future of their teams.

Key Takeaways:

  • 🚨 Talent Trouble Ahead: 45% of CFOs say finding skilled finance talent is a top challenge — and it's only getting worse.

  • 🧠 AI to the Rescue: 79% of CFOs expect to use generative AI to cover labor gaps in the next two years.

  • 🔄 CFOs = Talent Strategists: 34% of CFOs are now directly involved in hiring; many are pulling talent from other departments.

  • 📉 Workload Crisis: 44% of CFOs cite burnout and rising workloads as key fallout from the talent shortage.

Why It Matters

Being a modern CFO isn’t just about the books—it’s about the big picture. You’re negotiating earnouts, navigating leadership shakeups, and now even reimagining team structure through AI.

These aren’t just headlines—they’re signals. And staying sharp on what’s next isn’t optional… it’s leadership.

Until next time, stay smart and stay ahead.

Vanessa Carter
Editor-in-Chief
CFO Executive Insights

How was today's edition?

Rate this newsletter.

Login or Subscribe to participate in polls.