Ep 325 – Heather Dunn (Chief People Officer, Brex)

1. In a high-stakes moment, your CEO needs you to own the space around them

When Brex entered acquisition diligence with Capital One, the timeline was compressed to an almost unbelievable degree: diligence started on a Monday, and the deal was set to be announced roughly three weeks later.

For Heather, the job wasn’t only answering hundreds of diligence questions. It was also helping the leadership team process the change, align on communication, identify risks, and keep the rest of the organization moving while the CEO focused on getting the deal across the finish line.

The lesson for people leaders: don’t wait for your CEO to manage every downstream detail during a critical business event. Get clear on what only they can do — then create enough trust and operating discipline that you can own the rest.

Heather’s framing was simple: you’ve got your piece of this. Trust us, we’ll get the rest.

That level of leverage doesn’t appear overnight. It comes from building trust with the CEO and executive team long before the crisis arrives.

2. M&A diligence is a people problem and a data problem

One of the less glamorous realities of M&A: the people team may suddenly need to produce an enormous volume of employee data — quickly, accurately, and confidentially.

Heather and one other teammate were working until 2:00 or 3:00 in the morning for weeks, responding to requests that ranged from straightforward questions to line-by-line reviews of employee records.

And the standard for accuracy is different when you’re in diligence. A messy spreadsheet isn’t just inconvenient. Incorrect information can create real risk for the transaction.

“You have to be 100% accurate.”

You may not know when diligence is coming. But if it does, the quality of your people operations becomes part of the company’s ability to execute the deal.

3. Your M&A communication plan needs to make room for the emotional whiplash

The leadership team had three weeks to process the acquisition. The rest of the company had minutes.

Heather knew that meant employees were going to experience the announcement very differently than the executives who had already spent weeks living with the decision.

So Brex deliberately split the communication into two parts. On announcement day, Pedro got in front of the company, explained what was happening, acknowledged the feelings employees might be having, and told them they’d get more context the next day.

Then they scheduled roughly 90 minutes to two hours for the deeper conversation: the strategic rationale, why leadership believed it was the right decision, and as much employee Q&A as they could fit in.

“We’re not gonna short change the time that you’re gonna get to hear about this.”

That’s the takeaway: don’t confuse announcing a decision with communicating a decision.

Especially during M&A, employees need time to understand the “why,” ask questions, and catch up emotionally to leaders who have already been processing the news behind closed doors.

4. People leaders need to advocate for themselves during a deal, too

During an acquisition, the CPO is often thinking about everyone else: the CEO, executives, employees, retention packages, communications, integration, and the acquiring company.

But there’s another question sitting quietly in the background: What does this mean for me?

Heather’s advice is to handle that question thoughtfully — but not avoid it.

First, remember that your CEO’s top priority is closing the deal. Timing matters. Second, be explicit about what you need, because you can’t assume someone else will automatically advocate for you.

“If you don’t ask, you’ll never know.”

Her broader point applies beyond M&A: people leaders spend so much time advocating for everyone else that they can forget to articulate their own value and expectations.

“You cannot count or bank on others going and advocating for you, full stop.”

5. Don’t integrate everything just because you can

Once the acquisition closes, the instinct can be to immediately start standardizing systems, processes, and policies.

Brex and Capital One have been more deliberate.

One of the first questions they’ve had to answer is: What is unique about Brex that should continue — and what actually makes sense to integrate?

That could mean keeping a different performance system, preserving ways of working that allow a 1,400-person company to move quickly, or learning from Brex’s approach to talent and AI instead of automatically replacing it with the parent company’s model.

Heather shared a phrase Capital One uses internally:

“Don’t crush the butterfly.”

It’s a useful principle for any integration. Before replacing something, understand why it exists and whether it’s part of the value you acquired in the first place.

6. Build your EVP around evidence, not a six-month branding exercise

When Brex needed to rethink its employee value proposition, Heather’s team skipped the traditional playbook.

They didn’t hire a consultant, interview the entire company for months, and wait for a polished phrase to emerge. Instead, they looked at the data and asked leadership what was genuinely distinctive about the employee experience.

What they found was already happening organically: Brex was producing an unusually high number of founders and leaders who went on to take bigger roles elsewhere.

So they built the EVP around that reality: Be the Founder of Your Career.

Then they made it operational. Brex created The Foundry, identified employees interested in becoming future founders and leaders, brought in VCs and alumni for mentorship, ran workshops, and created opportunities for Pedro to invest in employees’ future companies.

“This is already naturally happening. How do we foster that more intentionally internally?”

That’s the playbook: find the strongest signal already present in your culture, turn it into a clear story, and then build programs that make the promise more true.

A great EVP isn’t something marketing invents.

It’s something employees can already recognize — and the company chooses to amplify.

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