She remembered the second-bedroom office in the old townhouse, Lily asleep in a portable crib while Catherine tested scheduling logic at two in the morning. She remembered borrowing money against a retirement account and feeling sick when the transfer cleared. She remembered hiring the first engineer, a patient woman named Priya Nair, who asked for a lower salary in exchange for a meaningful stake in the future. Most vividly, she remembered calling the first hospital that agreed to pay for the software and sitting on the kitchen floor after the contract arrived because her legs were shaking too badly to stand.
Now the institutional investors argued that the municipal and regional hospital contracts were distractions from profitable enterprise business. Catherine understood the margins; she had built the spreadsheets herself. What the board omitted was the extraordinary retention of those clients and the fact that several enterprise customers had signed only after seeing the system work under difficult public conditions. Strip away the unglamorous customers, and the company would eventually lose part of the reason anyone trusted its product.
Monica arrived late Sunday afternoon carrying a marked-up copy of the proposed transition agreement. "They're offering you enough money to make the ending look voluntary," she said, placing the papers on the table. "But there's a restrictive covenant attached that would keep you out of the industry for several years. You would give up the company and most of the work you've learned how to do."
Catherine read the clause twice. She asked whether the board could force the transfer under the current bylaws, and Monica explained that it required a supermajority of the voting shares, with additional procedural requirements for the removal of the founding chief executive. Several directors had spoken as though their votes alone would decide the matter, but the shareholder agreement did not support that shortcut. "They need more people than they have publicly committed," Monica said.
That was the first solid piece of ground Catherine had felt in days. She turned to her contact list and found six names associated with the earliest funding rounds, people who remembered the company before it had a headquarters and a national advertising budget. Some had become busy with other investments, and one had retired from the business world entirely. She started with James Whitmore, the second person who had ever written her a check.
James answered on the second ring. His voice was older than she remembered, but his questions were sharp. "I've been waiting for you to call," he said after Catherine explained why she was reaching out. "I received the board's packet three days ago, and the numbers look like somebody's telling me half a story. I'd like to see the other half before I decide anything."
Catherine arranged to meet him Tuesday morning. When she asked what had concerned him most, he said the board was treating a long-term customer relationship as an accounting inconvenience. "I've made investments that were disasters," he told her. "The disasters always began with people believing the only thing that mattered was the fastest quarter. Bring the actual results. I'll bring my questions."