The Journey to an ESOP: Recent Episodes
Phil Hayes
The podcast covers information that is helpful for business owners and managers contemplating an ESOP as a growth, succession and/or exit plan. It anticipates the questions that will be asked in episodes that simplify the process so that the listener can better understand the path to an ESOP and whether or not they wish to pursue it.
Your processes can be documented, and your operations can still be fragile. In this episode of the Foundations of Transition series, Jason Miller and Makenzie Ragland explore the eighth foundation: Process Maturity and Operational Strength. They discuss why strong operations involve more than just having documented procedures and focus on building an organization that is curious enough to improve continuously.
By examining how work actually flows through a business rather than relying on organizational charts or written processes, owners can uncover hidden bottlenecks, operational risks, and opportunities to create a more resilient organization. Additionally, they also explore the role of curiosity in developing a transferable business, explaining how "hero" employees, undocumented workarounds, and routine habits can quietly create dependencies that limit growth.
They provide practical questions that owners can ask to gain a clearer understanding of how work is actually accomplished and explain why creating a culture of continuous improvement not only strengthens daily operations but also prepares a business for a successful ownership transition.
The most common question we hear may seem simple, but it can significantly change the outcome of a deal. Should you remain an S corporation or convert to a C corporation? In this episode, Jason Miller and Makenzie Wirth break down the key differences between the two structures and how each one affects the company and its selling shareholders. They also discuss the unique tax advantages associated with each approach.
From S corporation tax exemptions to Section 1042 capital gains deferral, this conversation highlights the various factors that influence your decision, including ownership goals, liquidity needs, future growth plans, financing strategy, and long-term succession objectives. Whether you are just starting to explore an Employee Stock Ownership Plan (ESOP) or evaluating transaction structures, this episode provides a practical framework for understanding why there is no one-size-fits-all answer. The right structure depends on your specific goals and circumstances.
In this episode, Makenzie Wirth delves into the Mandela Effect and how our memories influence the stories we tell ourselves. Many business owners begin their exploration of Employee Stock Ownership Plans (ESOPs) with fragmented information they have gathered from the experiences of others—some of which may be accurate and some not. These stories can subtly influence significant decisions. Makenzie discusses the common misconceptions surrounding ESOPs, clarifies which elements are unique to each transaction, and highlights insights revealed during the ESOP process that can drastically alter how owners perceive employee ownership.
Your feed feels personal for a reason, and it’s not magic. Jason Miller and Makenzie Wirth dig into the idea that the “algorithm” isn’t a villain with a secret agenda. It’s an objective system built on subjective inputs, and the input it cares about most is your attention. We share real snapshots from our own algorithms and what they might mean beneath the surface: curiosity, problem-solving, preparation, anxiety, and the very human need to reduce uncertainty. Then we connect it directly with business owners, founders, and leaders considering exit planning, including ESOP conversations. Our takeaway is that the algorithm is a dashboard, not a destiny, and attention becomes intention, intention becomes habit, and habit becomes character.
In this episode, Jason Miller and Makenzie Wirth continue the Foundations of Transition series by exploring the importance of financial fluency and clarity. This workshop-style conversation aims to help business owners better understand the numbers behind their operations and why financial confidence is essential for making informed decisions throughout the ESOP journey.
This episode encourages owners to move beyond simply reviewing financial reports. It focuses on interpreting what these numbers truly convey. Jason and Makenzie discuss how clear reporting, visibility into key performance drivers, and a deeper understanding of financial metrics can reduce uncertainty, strengthen decision-making, and prepare business owners for a smoother, more successful ownership transition.
In this episode, Jason Miller explores how advisors can recognize when an Employee Stock Ownership Plan (ESOP) deserves a place in a client’s transition planning conversation. Rather than positioning ESOPs as a one-size-fits-all solution for business owners, this 14-minute field guide offers practical advice for professionals aiming to engage in meaningful discussions with clients whose objectives may align with employee ownership. From addressing common assumptions around complexity, costs, strategic buyers, seller financing, management depth, company size, and control, this episode empowers advisors with the tools to ask the right questions and identify when an ESOP deserves a closer look. Don’t miss the opportunity to enhance your advisory practice and offer your clients informed and effective solutions!
In this episode, Makenzie Wirth sits down with David Thrush, Principal in Doeren Mayhew’s Audit Department and National ESOP Practice Leader, to break down why employee benefit plan (EBP) audits are essential for ESOP companies. With extensive experience in ERISA compliance, employee benefit plan audits, and ESOP administration, David explains how EBP audits support accurate Form 5500 reporting and what companies should be doing now to prepare for upcoming deadlines. From building an annual ESOP calendar to coordinating with service providers, reviewing census data, participant statements, valuations, and distributions, this conversation highlights the year‑round planning and compliance practices every ESOP company must embrace to stay compliant and avoid surprises.
If you’re looking to strengthen your ESOP processes, improve audit readiness, and stay ahead of regulatory requirements, this episode is a must‑listen.
Most business owners can name the exit they think they want, but far fewer can clearly explain the problem they are trying to solve. Jason Miller and Makenzie Wirth dig into the 10 powerful questions every owner should ask themselves before choosing an ESOP, a management buyout, or a third-party sale, because transition problems usually start with incomplete questions, not bad intentions.
From uncovering hidden risks and leadership gaps to evaluating succession readiness, personal goals, and the true value of the business beyond the owner, these questions reveal what’s really happening beneath the surface. This conversation will help you gain clarity, preserve your options, and build a stronger foundation for a successful transition.
If you want a clearer path through exit planning, business succession, and ESOP readiness, hit play and bring these questions to your next advisor meeting.
In this Journey to an ESOP and Beyond podcast episode, Jason and Makenzie continue the Foundations of Transition series by exploring the sixth foundation: capacity building. Framed through the lens of leadership transfer, this conversation examines why a business is only truly transferable when leadership, decision-making, and organizational judgment can transfer as well. As owners prepare for succession, an ESOP transaction, or any future transition, developing leadership depth becomes a critical part of preserving and growing enterprise value.
Throughout this episode, Jason and Makenzie introduce the concept of “leadership debt,” describing how organizations accumulate risk when founders and owners remain the primary source of decisions, relationships, and problem-solving. They discuss the importance of transferring not only tasks, but also the context, authority, and judgment behind those tasks. Through practical examples and actionable takeaways, listeners are encouraged to identify opportunities to build leadership capacity, strengthen management depth, and create a company that can continue to thrive beyond the daily presence of its founder.
In this podcast episode, Jason and Makenzie interview Art Smith, President of DB Engineering, about the company’s transition to 100% employee ownership. The conversation explores the decision-making process between a strategic sale, management buyout, and ESOP, along with the challenges of leadership transition, communication, and building an employee-owned culture. Drawing from firsthand experience, Art shares valuable insights and lessons learned throughout the ESOP transition process, offering an honest look at the complexities, challenges, and rewards of navigating ownership transition in a growing professional services business.
In this episode of Journey to an ESOP and Beyond podcast, Jason and Mackenzie discuss the full lifecycle of an ESOP company. The conversation covers what changes in the first 90 days after an ESOP transaction, including new debt obligations, administrative responsibilities, and the importance of employee communication and engagement. The podcast also discusses how boards and leadership teams evolve over time, why committee structure matters, and how companies can successfully navigate the growing complexities of mature ESOPs. From early-stage growing pains to long-term planning challenges like diversification, repurchase obligation, and balancing opportunities between long-tenured employees and newer participants, this episode provides a practical and candid look at what it truly means to operate as an ESOP company for the long haul.
In this episode of Journey to an ESOP and Beyond, Makenzie breaks down the negotiation process behind an ESOP transaction. From purchase price and seller note terms to governance, SARs, board composition, and fiduciary requirements, this episode explores the key terms that are typically negotiated between the seller and the ESOP trustee. If you’re considering an ESOP or preparing for a transaction, this episode offers a practical overview of what to expect during negotiations and how the process compares to a traditional M&A deal.
In this episode of the Journey to an ESOP podcast, Jason and Makenzie interview brothers Marc and John Farrell of to discuss their company’s transition to employee ownership and the multi-generational legacy behind it. The Farrell brothers share the history of their 80-year family business, why they chose an ESOP over other transition options, and what they’ve learned in the early stages of becoming employee owned. From succession planning and leadership transitions to culture and communication, this conversation offers practical insight for business owners thinking intentionally about the future of their company.
In this Journey to an ESOP podcast episode, Jason and Makenzie continue the Foundations of Transition series, focusing on the theme of turning strategy into execution, exploring how these elements play a critical role in preparing for a successful ESOP transaction. Each workshop-style conversation in this series is designed to help business owners think more intentionally about the future of their company and the role they play in shaping it.
This episode encourages owners to look beyond strategy alone and consider how effectively their plans are being carried out. Jason and Makenzie introduce the concept of “mini” strategic planning: breaking down not just what needs to be done, but how to implement it and how often to revisit progress. Through practical insights, they highlight why building strong accountability and execution habits early can reduce friction during a transaction and better equip your team for the work ahead.
In this episode, Jason Miller speaks with Steve Baker of The Great Game of Business about the critical role of financial literacy in building successful employee ownership and ESOP cultures. They explore why ownership alone does not automatically create an ownership mindset and why education is essential for helping employees understand how businesses actually work. Steve shares practical insights on how organizations can strengthen engagement, accountability, and performance by teaching teams to think and act like owners through a deeper understanding of financials and business performance. The conversation highlights a key takeaway for ESOP companies and leadership teams: financial literacy is the foundation that connects employee ownership to real behavioral change and long-term business success.
In recognition of April as Financial Literacy Month, this episode explores a critical question in employee ownership—why financial literacy matters when employees are given ownership but do not fully understand its value. Jason Miller and Makenzie Wirth discuss the role of financial literacy in employee ownership and Employee Stock Ownership Plan environments, and why understanding concepts like equity, valuation, and shared success is essential for employee-owners to fully benefit from what they have earned.
From breaking down how employee ownership works to building confidence in financial decision-making, this conversation highlights how financial education empowers employees to think and act like owners. It also examines the risks organizations face when financial literacy and ownership education are missing or incomplete—and how stronger education strategies can unlock the full potential of an employee ownership culture.
What’s the right first question when an owner starts exploring an ESOP? It may not be “Can my company do one?” In this episode, we unpack why technical possibility and strategic fit are not the same thing. Using the metaphor of the kitchen in a family home, we explore what owners are really trying to preserve, strengthen, and pass on through transition — and why an ESOP works best when it supports the fundamentals rather than distracting from them. A thoughtful conversation for owners considering employee ownership, succession, continuity, and legacy.
In this episode of the Foundations of Transition series, Jason and Makenzie focus on the theme of Communication, Culture & Trust, exploring how these elements shape the success of an ESOP transaction. Each workshop-style conversation in this series is designed to help business owners think more intentionally about the future of their company and the role they play in shaping it.
This episode encourages owners to consider not just the structure of a transition, but the human side of the process. Jason and Makenzie discuss why clear communication, a healthy company culture, and strong trust between leadership and employees are essential to building momentum and confidence throughout an ESOP journey. Through practical insights, they unpack how intentional communication and cultural alignment can reduce uncertainty and help create a smoother, more successful transition for everyone involved.
This week, Jason and Makenzie cover what could go wrong in an ESOP transaction. From concerns about overpaying for shares to the burden of debt service, unrealistic projections, and the momentum that can build during negotiations, this episode unpacks the risks that can make an ESOP feel “off track” and what causes those outcomes. Jason and Makenzie explore the difference between a deal that is truly broken and one that simply needs course correction, offering an honest look at the warning signs, human dynamics, and importance of sustainable structure.
In this episode, Jason and Makenzie walk listeners through the step-by-step process of an ESOP transaction, breaking down what can often feel like a complex and overwhelming journey into a clear, approachable roadmap. They cover common questions business owners often ask at the start of the process, including: How do I know if my company is a good fit for an ESOP? and who should be involved? From evaluating readiness to understanding the key players involved, Jason and Makenzie share practical insights on who to engage first, what steps to expect, and how to navigate the early stages of exploring employee ownership with confidence.
In this episode, Jason and Makenzie explore what is often one of the most challenging roles in an ESOP transition: frontline management. Immediately after a transition to employee ownership, frontline managers often take on the greatest level of responsibility as they help employees navigate change while keeping the business moving forward. Jason and Makenzie unpack six key threads that can help frontline managers better support their teams and guide the company through a successful transition.
In this episode of the Foundations of Transition Series, Jason and Makenzie focus on the theme of Strategic Direction, asking the critical question: What direction are we moving in, and how are we getting there? Each workshop-style conversation in this series is designed to help business owners think more intentionally about the future of their company and the role they play in shaping it.
This episode challenges owners to step back and “look up” from the day-to-day demands of running a business to look ahead. Jason and Makenzie discuss why better questions lead to better strategy, and how defining what you hope to gain from the future of the company can lead to a plan that is both realistic and effective. Through practical insights, they explore how thoughtful strategic direction creates clarity, momentum, and a path forward for both the owner and the organization.
In this episode, Jason and Makenzie sit down with Steve Thornton and Eric Harris of Monte Sano Research Corporation (MSRC) to discuss the company’s evolution to employee ownership. They reflect on their company’s journey to an ESOP and how succession was intentionally embodied well before the formal transition, and the cultural foundations that made ESOP alignment a natural fit. The conversation also explores how employee ownership can bridge founders to successors, along with candid advice for leaders considering this path, including preparation, key decisions, and lessons learned along the way.
In this episode, Makenzie Wirth and Jason Miller explore how any employee, regardless of title or department, can help create enterprise value in an employee-owned company. They break down practical strategies to drive growth, increase profitability, and contribute to long-term company value. Whether you’re in sales, accounting, operations, or any other department, learn how your role connects to the bigger financial picture. Discover how ESOP employees can leverage their strengths, act like owners, and impact the company’s bottom line. This conversation will challenge you to think and act like an owner.
In this episode, Jason and Makenzie discuss the true meaning of equity, beyond financial payouts. They break down equity in terms of fairness, company ownership, home equity, and long-term value, and explain the responsibilities, risks, and mindset that come with owning equity. Learn how equity represents control, alignment, risk distribution, and strategic planning — key concepts for business owners, ESOP participants, and employees with a stake in their company. Whether you’re looking to understand ESOPs, employee ownership, or equity in business, this episode provides practical insights into why having a stake matters and how it shapes decision-making and culture.
In this episode, Jason and Makenzie continue “The Foundations of Transition” series by highlighting the courage it takes to transition a company and its leadership. Each workshop-style episode builds on the last, offering practical guidance to help business owners move forward with confidence.
This second foundation emphasizes the key components of a well-crafted transition plan, showing leaders how to confidently prioritize long-term growth over fear-driven decisions. Jason and Makenzie discuss how intentional planning, clear direction, and courageous decision-making can shape a successful future for both owners and their organizations.
In this episode, Jason Miller explores the unsettling feeling of being enrolled in a college class you never signed up for — and suddenly realizing you are expected to know the subject matter. The fear and overwhelm hit hard. For many business owners, that is exactly what business succession planning and ESOP transitions can feel like. He explains how that anxiety often stems from delayed awareness, not a lack of effort or responsibility.
Jason reframes what “readiness” really means — not mastery or having all the answers, but awareness and orientation. By recognizing the “class” early and naming what truly matters, business owners can navigate succession planning, employee stock ownership plan (ESOP) transitions, and long-term exit planning with greater clarity, confidence, and control.
What truly drives a successful ESOP transaction? In this episode, Jason Miller sits down with Pete Schuler, Senior Vice President and Head of Consulting at Blue Ridge, to share insights from more than 30 years of specialized ESOP advisory and consulting experience.
A trusted advisor on ESOP transactions and compliance, Pete has worked with companies across every stage of the ESOP lifecycle. Together, he and Jason explore the key “R’s” of an ESOP transaction, highlighting critical considerations around plan design, compliance, and transaction readiness. Drawing on his experience advising business owners, collaborating with investment banks, and leading complex ESOP projects, Pete offers practical guidance for business owners and advisors navigating ESOP planning and execution.
In this episode, Makenzie Wirth interviews Joe Jones, Audit Partner at Berman Hopkins. As lead of the firm’s Construction Advisory Services Team, Joe shares his perspective on the recent trend of construction companies transitioning ownership to ESOPs. From audit considerations, valuation risks, bonding, backlog quality, governance, and jobsite culture, Makenzie and Joe provide practical advice for construction owners considering employee ownership.
Listen to this episode to understand how ESOPs impact construction businesses and get actionable guidance for your company’s transition.
In this episode of the Journey to an ESOP podcast, Jason Miller and Makenzie Wirth kick off The Foundations of Transition, a monthly series focused on owner readiness. Each workshop-style episode builds on the last, creating a practical framework to guide business owners through a successful ownership transition.
This first foundation explores owner identity and readiness, helping business owners define their vision, align decisions with their values, and plan for a successful ownership transition. Understanding your identity is critical, as it shapes not only who your business is today, but also what it becomes after transition.
Season 7 kicks off with a simple truth: change is inevitable, but being unprepared is a choice. In this premiere episode, Jason Miller sets the stage with Continuity Through Change, diving into what this season has in store: navigating leadership in motion, building foundations that endure through transitions, and uncovering the emotional dynamics that often shape ownership decisions.
In this episode of the Journey to an ESOP podcast, Jason sits down with Danny Massey, Head of Strategy and Communications for Expanding ESOPs--a national coalition working to dramatically broaden employee ownership across the United States. Danny shares how he became involved in the ESOP world, and the conversation dives into the powerful benefits of employee ownership, why it matters now more than ever, and how expanding access can create lasting impact for workers and businesses alike.
In this holiday episode, Jason and Makenzie explore the ESOP as a meaningful gift to a company’s employees. They break down how ESOP benefits work for both owners and employees and unpack the mechanics behind inside notes versus outside notes. This episode is a helpful resource in understanding ESOP verbiage and the real benefits that employees receive through a company transitioning to an ESOP.
In this episode, Jason and Makenzie let three “ESOP ghosts” guide us through the employee-ownership journey. They revisit the origins of your ESOP, take a candid look at how things stand today, and discuss how to intentionally choose its future. They highlight how the decisions, habits, and culture shape long-term ESOP success.
In this episode, the Journey to an ESOP podcast speaks directly to founders who feel the weight of leadership and wonder how their team will successfully shift into an ESOP model. Through a blend of personal story and practical insight, Jason explores how identity, encouragement, and intentional leadership can help bridge that gap and prepare both leaders and teams for a confident, sustainable ESOP transition.
In this episode, Jason and Makenzie dive into the real purpose of ESOP feasibility and why it’s far more than just another spreadsheet. They break down what “feasibility” truly means in an ESOP transaction and walk through the key factors companies should evaluate, from existing debt to entity structure (S-corp vs. C-corp) to long-term sustainability. They also dig into how feasibility helps determine whether an ESOP will genuinely benefit the company, the owners, and the employees.
In this 15-minute episode, Jason and Makenzie take on some of the biggest misconceptions that keep companies from exploring an ESOP. They break down why ESOPs aren’t the overly complicated, out-of-reach structures many assume they are and why owners don’t suddenly lose control the moment they sell. They also dig into the fear that employees won’t understand the benefits of an ESOPs hurt bonding capacity or borrowing power, and the belief that only large companies can afford them.
In this episode, Jason and Makenzie dive into the essentials of budgeting, forecasting, and planning for the year ahead. They break down what to focus on in preparation for the new year. The discussion explores the difference between budgeting and forecasting, how to interpret historical performance, and how to use your numbers to set purposeful goals that drive growth. This episode provides practical insight on how to plan effectively and set your company up for a strong, successful year.
In this episode, Jason and Makenzie have a conversation around the meaning and relevance of assurance in the context of an M&A transaction and more specifically in an ESOP transaction. They discuss who needs assurance and why - whether it be in the form of a financial statement audit, surety bond, fairness opinion, or simply advice from your providers.
For the final episode of the Employee Ownership Month series, Jason interviews with Chris Fredericks, President and CEO of Empowered Ventures. Jason and Chris both discuss the power of employee ownership and how it can help expand a business, attract talent, and build more resilient companies. Their conversation highlights company growth, finding competitive advantage through a company's culture, and why employee ownership continues to matter in an AI world. This episode is the last part of the podcast's four-part series recognizing the importance of employee ownership.
In this episode we explore what life is really like for leadership after a company becomes employee owned. Guest Kimberly McCourtney, former HR Executive of an ESOP company and currently the Peer Networking Manager at NCEO, shares her firsthand experience navigating the cultural and organizational shifts that follow the transition. Together, we discuss how leadership roles evolve when everyone has a stake, what an “ownership mindset” looks like in day-to-day operations, and why transparency and trust become the foundation for long-term growth. This thoughtful conversation offers a genuine look at the human side of employee ownership and is a must-listen for leaders in newly or soon-to-be employee-owned companies.
In this episode. Makenzie interviews leaders from five diverse ESOP companies as they share their paths to employee ownership. Each organization offers a unique perspective on the transition process, the challenges and opportunities along the way, and the lasting impact ownership has had on their culture and performance.
In this episode, Jason interviews Corey Rosen of the National Center for Employee Ownership. Corey tells Jason a story to unpack what employee ownership really looks like – the hopes, the doubts, and the decisions that define the first step of the journey. The episode is designed as an educational resource to make the concept of employee ownership approachable – simple, clear, and human. If you’ve ever wondered as an owner how to move from curiosity to confidence, this is a great place to start.
In this podcast episode, Jason announces a special release schedule for Employee Ownership Month. For the month of October, the podcast will feature special guests, educational resources, and ESOP insights. Be sure to return each Friday for the next installment!
In this episode, Jason tells a campfire story to illustrate the learning process of the ‘ESOP language’ and its importance on your Journey to an ESOP and Beyond. He discusses the importance of language in communication, highlighting its role in conveying ideas and facilitating collaboration.
In this episode, Makenzie breaks down a leveraged ESOP transaction and the resulting impacts to a company's financial statements. This episode highlights the journal entries required for a simplified, leveraged ESOP transaction in accordance with generally accepted accounting principles including common mistakes to avoid.
On this episode, Jason Miller interviews Makenzie Wirth, the newest member of our Journey to an ESOP team. From a career in public accounting to her current role in ESOP advisory, Makenzie discusses her journey in learning about employee ownership over the last several months. The podcast highlights her fresh perspective on ESOPs and employee ownership and includes a sneak peak of what she will bring to the podcast in future episodes.
In this episode Jason flies a little too close to the sun when discussing the impact of a company’s structure on its ability to harness the power of employee engagement. The discussion covered how employee engagement impacts business success, with comparisons to different types of civilizations and their energy usage, including the idea of harnessing this energy effectively. Overall, this is episode provides recommendations for improving employee engagement levels within companies, emphasizing the importance of collective effort and the role of successful businesses in supporting local economies.
In this episode, Jason Miller interviews Miriam Agrell and Kavita Vora from The Fraction Collective. Throughout the conversation, they highlight different ways that creative agencies and ESOPs intersect. The group discusses the reality of succession planning and how ESOPs are an attractive option for business owners who are looking for an exit strategy.
In this podcast episode, Jason discusses the best ways to approach succession planning. He focuses on tackling succession with intention and covers common obstacles that stand in the way of owners achieving their vision for a successful ownership transition.
In this episode, the podcast interviews Steve Baker, Vice President of Great Game of Business, Inc. Steve gives insight into the importance of financial literacy in building a company’s value through a culture of accountability, the dignity of equity ownership, and the hope of a financially successful future. To join us at the Great Game of Business Conference in September, please follow the link below!
Learn more about the Great Game of Business Conference: https://www.greatgame.com/conference-2025
Learn more about Steve Baker: https://www.greatgame.com/about/our-team/steve-baker
This episode uses the classic film, Indiana Jones, as our feature film. The podcast utilizes this retro film as an example of something that never goes out of style-just like business owners helping their employees! The question the podcast discusses is if an ESOP is the best option for your company and people? This is a common question on anyone’s journey to an ESOP. The podcast attempts to help listeners asses where they are in company development of employee engagement.
In this podcast episode, ESOP attorney John Burgess returns to share what business owners should anticipate in the months following an ESOP transaction. From governance changes to employee communication and administrative next steps, Burgess offers practical insights to help new ESOP companies navigate the critical post-formation period with confidence.
On this podcast episode we reference the movie Kon Tiki, which documents the journey of a Norwegian scientist on a raft built with natural materials and proves the ancient peoples sailed to the Polynesia islands. The trip took 4300 miles in ocean currents without a motor. The podcast uses the concept of “wind in the sails” to review the tax benefits that ESOP companies experience.
Specifically, this episode dives into defining an S-Corporation ESOP, which means that either in part or in whole the ESOP-owned company has a permanent tax benefit given the income tax is exempt on both the state and federal level.
On this podcast episode, we interview Andy Hines - founder of Hines Pool and Spa from Austin, TX. Hines Pool and Spa is an excellent example of a successful approach to an ESOP transaction. Andy shares his experience with researching ESOPs in relation to Private Equity. Like many companies, Andy found that the ESOP was a better alternative for not just the company, but for himself and his family. Andy shares some of the lessons he learned early in the process, providing some practical tips for those on their own journey to an ESOP.
On this episode, we dig into a better understanding of the buy side team for an ESOP transaction. This would include the Trustee, Evaluation Firm, and their legal counsel. As you invite them into the ESOP deal, they are in a sense the enemy and there are certain aspects of working with them in this process that are important to understand so that you can be better prepared for your transaction and your journey to an ESOP.
As the podcast discussed at the beginning of the new season- we wanted to give a strong overview of the Third-Party Administrators (TPAs) role in the ESOP. On this episode, the podcast interviews Tom Roback with Blue Ridge. The episode looks at the trends in the ESOP community and the consolidation of TPA companies. We look to answer what challenges with TPA firms are currently being experienced and how TPAs (particularly Blue Ridge) are looking to overcome those to provide a strong partnership with their clients. Tom does an excellent job walking through a a various list of topics - this should be a helpful podcast episode along your journey to an ESOP.
Power Rangers are an excellent example of strength in combining multiple superheroes on one team. On this episode we consider: What is your company worth? What happens when we combine it with another then another? The value could significantly change for better multiples and for multiple reasons. One of those would be a larger combined EBITDA with a reduction in redundant expenses. Another could be the risk profile is reduced given larger geographic and higher diversification of revenue. Whether you sell to an ESOP or another buyer, through this podcast episode we discuss the multiple reasons to consider this approach.
In this episode, we sit down with Kevin Birch, Regional Manager at CNA Surety, to explore best practices for contractor ESOPs. A key theme throughout our conversation is communication—and lots of it. One of the biggest mistakes a contractor can make is surprising their surety with news of an ESOP transaction. Kevin strongly recommends that contractors—whether general or specialty—get their surety agent and company involved early in the process. Doing so allows the proposed ESOP structure to be reviewed and vetted, ensuring buy-in from your surety partner. Throughout the podcast we discuss how critical it is to present models that illustrate valuation, cash flow projections, debt structure, and pro forma balance sheets. These elements are essential for the surety to properly underwrite the transition and help avoid issues with your bonding line after the ESOP is in place.
The show “Band of Brothers” offers a perfect example of leadership from the character of Captain Sobel and provides examples of overcoming obstacles to establish a strong culture. Specifically, the show provides an example of an employee-centric culture: a culture that embodies a solid group of employees ultimately banding together. This episode covers the 5 c’s of an employee-centric culture: Commitment; Care; Celebration; Communication and Community. The topic might be helpful to assess wherever you are in your journey to an ESOP as you build, improve, or sustain the culture of your business.
In this episode the podcast discusses the recent uncertainty with the economy and how this effects the ESOP world. Considering this, the podcast interviews senior level banker Chris Cucci with Climate First Bank. Chris’ bank does financing for ESOP deals all over the United States, providing valuable perspective on ESOP financing credit decisions in light of the first quarter of 2025. While the future of recent economic events in unpredictable, the important take away from this episode is to build your ESOP around the ability to flex with any changes in the economy.
This episode provides the background on both Warrants and SARs in an ESOP transaction. The typical usage of synthetic equity structured within a deal can create a solid win-win for the shareholders and the company. Within the topic, the podcast uses the Nicolas Cage film “Knowing” as an example to explain how a warrant and SAR model help to predict the future just like so that we can create a lasting legacy for the company and a successful reward for those that are taking on the future risk of the enterprise.
On this podcast episode we interview Jason Ireland, President of Industrial Supply Company (ISCO), a distributor of manufacturing parts who went 100 percent ESOP last year. Jason explains the step by step process their 100-year-old company went through to transition to an ESOP process. The company was part union and part non-union, providing some background for some companies dealing with that reality. There is even a ghost in this story…but he cannot be part of the ESOP (it’s an ERISA thing). We discuss the consensus building process with multiple shareholders and Jason’s future generation as part of the leadership to steer the company into the future of employee ownership making the employees part of this family.
The Mad World of ESOPs! This episode reviews the roles ESOP professionals play and the reality of variance in one transaction to another. We discuss the differences in costs, approaches to structure, closings, and other areas given the backgrounds, perspectives and objectives in leading the transaction. This episode is intended to help orient the listener to questions they may want to ask on their journey to an ESOP.
In some cases an ESOP company can choose to sell to an outside buyer after they transition to an employee-owned company. In this episode Greg Daugherty, Porter Wright and, I discuss the factors related to selling your company after it has become an employee-owned company. Greg does a great job of discussing how this process works and what business owners should know as it relates to the board of directors, trustees and, support related to selling the business.
Arguably one of the best James Bond 007 movies - “Casino Royale” - is it time to get some chips off the table? This episode focuses on the motivations of why some companies look at doing a partial ESOP which is going to be accompanied by risk/reward decisions. Not as risky as going all in and hoping for the high hand. But a partial ESOP can still be the right strategy a lot of companies to determine if an ESOP works in both the short and long term, and for shareholders and employees. This may be your next step on the journey to an ESOP!
Journey to an ESOP and Beyond continues to bring perspectives that can challenge conventional thinking and at the least provide the listener with questions for their advisors. Jeff Forrestall, CPA provides a good overview of the changes in SBA ESOP financing as well as a compelling forward planning model to leverage the C Corp opportunity beyond 1042.
This episode takes advantage of the classic film “Meet Joe Black” starring Brad Pitt and Anthony Hopkins. The podcast uses the movie to demonstrate the two guarantees in life - Death and Taxes. The nuances of taxes can catch individuals by surprise. As it relates to an ESOP transaction - most of the time there is a resulting seller note established. Relative to an S-corp sale - there will be capital gains taxes that need to be estimated. We usually look to installment sale method but if a company’s transaction is large enough to create a seller note greater than $5 million there will be an additional IRS interest cost known as 453a. We detail this issue so that listeners do not underestimate the additional cash outflow to the sellers. This is a very important step in your personal Journey to an ESOP!
This is the first episode of the new year where we like to cover changes to the podcast. This kick off message for season 6 focuses on our core value: “It Takes A Team”. This works out well to connect the dots on the old tv show and 2010 movie “The A - Team”. Some of the changes to the podcast have already been incorporated in our logo change. This episode covers some of the highlights of 2024. Looking forward to the new year for 2025 and some of the areas we plan to focus on as well as the open invitation to send your questions to our contact us page on the Journeytoanesop.com website. Lets get started on our next step on this journey to an ESOP.
In this episode, Noelle Montano returns to discuss ESCA’s tireless efforts to preserve and promote the S-Corporation ESOP in Washington after the 2024 election. We also discuss some of the impacts employee ownership has on companies, communities, and Congress.
Every company has its own lessons to be learned in the journey of converting to an ESOP. This interview with Kevin MacRitchie, CEO and Karen Lyons, CFO of Tactical Rehab provides key leadership perspective on the transition of this company through the process of becoming an ESOP. Kevin has a large company background and has brought a level of management that is moving their company to the next level. As part of his strategic leadership, he has fostered a vital partnership with the employees of Tactical Rehab, Inc. and even a greater level of trust with his CFO - Karen Lyons. Karen brings an order to the company to provide financial insight with not only important data points, but also to support the well thought out strategic direction of the company. Both Kevin and Karen speak to the importance of teamwork in the success of building the company. The ESOP was considered and moved into a reality as an essential tool working through many common objectives that most companies have: succession, culture, retention, incentive. They have embraced a full on ESOP communication strategy for their employees on a monthly basis in addition to other key initiatives.
This episode highlights the leadership issue a business finds itself continually facing. Ongoing leadership development is a common concern with most companies both before, during, and after the ESOP transition. Going through the feeling of being “Alone Again” is a natural and normal issue that needs to be addressed whether it be for management succession in the short run or for the company’s final exit plan.
This episode addresses effort the challenges and applicable solutions for a mature ESOP company. Diana Clark and Jason Miller provide insight into including preservation of ESOP knowledge in the organization contemplating changes to leadership. Other items we discuss include how to look ahead at areas that need to be thought about not only as a mature ESOP but also preparing ahead of time for these issues. The discussion includes best practices that should be thought about post ESOP issues. ESOP companies should be focused on the long-term sustainability as companies build out infrastructure the can produce solid results like employee engagement. Ultimately, it takes work and ongoing focus to stay on top of this just like other areas of the business.
This episode was inspired by the recent NCEO conference and provides a good overview for those that are new to an ESOP or those who have recently transitioned to an ESOP. The podcast discusses the need to build the employee-ownership concept as a vibrant part of the culture of your company. As we go through some of these concepts, we will address the audience, frequency, repetition, and plan for ESOP communication. This can affect each employee-owned company differently depending on where the company is in their development whether that be a new, young, maturing, or mature ESOP.
This episode is extremely timely given the potential changes to estate tax. Agnes Gregory with Berman Hopkins CPA tax team in Orlando FL and Justin Stemple with Warner Norcross + Judd from Grand Rapids, MI explain how important it is to have an Estate/Gift Tax plan going into an ESOP transaction. We cover some important elements of Estate planning as we consider the event of an ESOP transaction. One of the areas of planning is considering the potential lifetime exemptions with other assets. This gets somewhat clearer as you consider the valuation of a primary asset - your business. When it comes to estate and gift planning there are a myriad of options and the earlier you start the better. We also cover who should be helping you do this kind of planning so that you can enjoy your journey to an ESOP.
This episode highlights ESOP advisors you may run into at the conferences (or really anywhere!) The topic is to help provide an overview of the ranging roles as it applies to ESOP advisory and how to choose advisors who can best support your personal journey to an ESOP.
This episode focuses on the role of the ESOP trustee through an interview with Bryce Lenox - an ESOP trustee out of Cincinnati, OH. Bryce does a great job reviewing the role of an ESOP trustee both on the transaction and ongoing side. Relating to transaction, Bryce explains the role he plays as a buyer and the steps he takes to conform to the department of labor process agreements. Once the transaction is complete, he explains his ongoing duties for the retirement plan from a fiduciary standpoint.
In this podcast episode we use a classic scene from the movie “Pink Panther” which highlights using the “American” French accent to illustrate the strangeness related to an ESOP negotiation. In ESOP transactions it is important to understand that the purchase price or valuation of shares being sold hinge on the ultimate result of the negotiation with a trustee along with their independent buy-side team. The strangeness can come from the back and forth with the seller offer/trustee counter offer/seller offer.
This episode we invite Diana Clark, who specializes as a full-time ESOP communication’s consultant, to provide a framework to understand the power of frequent and effective communication around employee ownership. If you are brand new to ESOPs or been an employee-owned company for a few years or even many years - the bottom line of communication will improve the bottom line of your business.
This episode is part 2 of discussing the inside note versus the outside note on an ESOP transaction. We feature the recently released part 2 of Inside Out - as it is an excellent sequel in the story of how human emotions can play into how we make decisions , in particular how anxiety can cause problems in daily life. The podcast contrasts this to how we deal with the anxiety of the company going into debt for leveraged buyout financing. The episode focuses on the planning side to provide a sustainable ESOP transaction and helps to provide some terminology for those wanting to better understand and enjoy their journey to an ESOP.
This episode represents the 2nd interview with Joe Hurt of RLH Construction. Joe discusses some of the challenges and opportunities of an established ESOP. A few years into their ESOP, RLH Construction has experienced very strong results from the ESOP. Joe is the CEO of the company and has worked through issues such as leadership transition, retiring a large portion of the initial senior debt, managing bonding issues, as well as a myriad of other specifics. For Joe and his team, the ESOP has been a tremendously valuable took to strengthen their efforts in the industry and has helped the company reach new heights.
This episode provides clarification to the difference between an inside note and an outside note. In an ESOP transaction there will be two types of notes created when the transaction occurs. This episode is part 1 of 2 episodes. The first part explains the background of the terminology as it relates to why these two types of notes exist. The majority of this episode deals with the inside note and its use in releasing shares to employees as well as IRS code section 404 and limits applied as well as implications related to related to future repurchase liability. In addition, this episode covers how the tax benefits get created in the analysis of an ESOP from the structure of the inside note.
On the podcast this week, we interview Corey Rosen, the founder of NCEO and a huge contributor to ESOPs discusses the updates and trends relative to ESOP companies. Through our discussion, Corey highlights the expansion of ESOPs as the finance world has begun to leverage this realities and benefits of an ESOP in private equity. Some of these ideas discussed on this podcast have been highlighted on a recent 60 Minutes program (which can be found on our website at Journeytoanesop.com).
In this episode we discuss the motivations for selling your business to an ESOP. The focus of this episode is to help better understand the reasons to choose an ESOP. The episode was encouraged by the experiences of working through other company’s ESOPs and interacting with diverse personalities and companies, along with their varying goals and objectives.
This episode will be very informative through the long-tenured experience of Renee Jenkins with Holiday Builder’s ESOP. Renee has been a long-time employee of the company managing the Finance/HR Branch. On this episode of the Podcast, we discuss the issues in a straightforward approach and solutions that she has worked through. This discussion covers possible issues that can arise during the ESOP process which may seem unsolvable, but have reliable solutions. For mature ESOP company’s there might be areas you are currently dealing with including repurchase liability, changes in the economy, and running out of ESOP shares in the trust. This episode covers solutions to these topics!
We find that once an ESOP closes, there is some degree of uncertainty on the next steps. In this episode, we focus on the ESOP closing guide to prepare clients on the correct ways to implement the organizational structure and timeline of a successful ESOP. In other words, we cover how to accomplish a company’s goals in the transition of an ESOP that take specific knowledge of timing and communication.
On this episode, Jason Miller (former National Director of ESOPs for Bank of America) and I explore the “Expanding ESOP Initiative” that was recently aired on 60 Minutes. The focus of this podcast is to provide an update as to what is happening in the National ESOP space and how the ESOP initiative started. The initiative’s work is centered around the question: “Why are there not more ESOP companies in the United States?” Jason Miller was part of the initiative and shares some insight into the process and how this initiative is currently being developed.
This episode focuses on the development of an expected valuation to help a shareholder understand selling their shares to an ESOP. When the historical average cash flow is much lower than the forecasted cash flow, the negotiated fair market value or adequate consideration can be much lower than desired. This is what the podcast refers to as “bridge over troubled water.” Where the bridge is historical to forecasted cash flow.
This episode is a general overview of ESOP communication. Diana Clark and I discuss the importance of communicating an ESOP transition to your employees. We discuss how to present an ESOP to your company, answering the question: What is in it for the employee? This is a very essential part of the ESOP journey--once the ESOP closes this marks a new beginning for the company. Communication is central to building a highly effective ESOP company, as well as re energizing mature ESOPs.
Randy Macho Man Savage was a childhood hero who my brothers and I constantly impersonated while watching WWF wrestling. For a time, I didn’t realize it was choreographed fighting and not a real fight. This podcast episode uses this picture of WWF Wrestling to discuss what is called the “bring down” call for an ESOP transaction. This is a call conducted by the independent valuation firm representing the trustee around the final closing call. It is intended to ask about any changes in the business since they did due diligence and after negotiations. The importance of this this episode is to understand how to navigate changes in your ESOP transaction right up to the point of closing.
This podcast episode features Nancy Pratt, CFO of Frederick Derr and Company. They are a construction company out of Sarasota, FL who closed on a 100 percent ESOP transaction at the end of 2023. The episode is our first interview from a CFO perspective. Nancy does a phenomenal job of explaining the ESOP process from the role of the CFO. This episode also compares and contrasts an ESOP transaction vs. a strategic sale.
This podcast is all about designing your ESOP so the company can be successful and avoid any potential pitfalls. Through the episode, we get to celebrate the movie: “Titanic” (Spoiler alert - the ship sinks at the end). One of the aspects of ESOP design is understanding the ESOP process and the importance of cash flow and balancing leverage for the company with the respective tax benefits. As a whole, the ESOP industry often has diverse opinions on what creates a sustainable ESOP deal. This is partly due to the myriad of conflicts of interest often found in deal teams. The goal of this episode is to help you ask the right questions and ensure your company has the correct ESOP design.
This episode we dive into the very essential role of the transaction/ongoing ESOP trustee with Bill Kropkof out of Dallas TX. Bill’s background includes time with the Department of Labor - so he brings a perspective that is very helpful to think about how that affects a transaction as well as ongoing work related to best practices related to trustees.
In this episode, I discuss the tension of making these choices around ESOP - but not just the path of an ESOP. This episode is to discuss some general ideas around what shareholders face when making decisions towards how they go about the transition of their business.
On this episode - Dale Hobbs founder of Hobbs Madison - consulting firm discusses him and his partner (Gary Madison’s) journey to an esop. Dale and I discuss the process that we worked through to sell 100 percent of their stock to a newly formed ESOP.
On this episode I have been re-inspired by this great song to focus on why holistic planning your ESOP should minimize your worry of selling your stock during your journey to an ESOP. As we go through the planning process, there simply are measures taken to balance all of the elements of your ESOP plan to provide a win-win-win…yes a triple win - one for the shareholder - one for the company and one for the employees…and even the key managers so that could be four wins. Check out why this approach will help you to do what Bobby Mcferrin says “Don’t Worry - Be Happy!!!”
I have been talking about EOS for years - so helpful to get to interview Mark O’Donnell, CEO of EOS Worldwide to discuss how Traction has made such an impact with companies executing strategically and implementing innovation at the highest levels. The ESOP is a natural choice for EOS companies given the strong core values, culture, business processes, and most of all people leaving a long-term legacy of abundance for those that have contributed so much to get here and so much more to getting there.
This episode is focused on addressing a super common question with companies going through the ESOP process with their key people. Proactive communication is really the best way to approach your key people - however the question is when should you talk with them and how much can you tell them. This is really difficult to answer as it deeply depends on your company culture. But there is some guidance here based on experience with different clients!
In this episode - I interview Steve Storkan and their approach at EOX, an organization founded out of the NCEO to develop state employee ownership educational resources to support companies considering ESOP as an option. Their approach is in response to research that shows - states with education on ESOPs have a lot more ESOP companies. Steve has an interesting ESOP background and leading the initiative to have more state centers throughout the U.S.
In this episode, we jump right into the expanded version of Season 5 by dealing some factors related to communicating the ESOP to your employees. Jumanji is an ideal movie to explain that there is something that changes after an ESOP that can change the outlook on how employees see themselves - who they are and who they want to be - we want them to move from employees to employee owners on this journey to an ESOP & beyond!
This episode is really meant to get at the heart of what defining employee communication for ESOPs. We interview employees that are volunteering at Smooth Fusion - an ESOP company out of Texas - to participate in a newly formed esop committee. We discuss the roles in the company, their ESOP communication strategy as well as extras that they are aspiring to that align well with company culture. There company is on a journey to an esop & beyond!
This episode officially kicks off the Season 5 and the expansion of the podcast as a direct resource for Employee Stock Ownership Plans. The Journey to an ESOP just became better because we are incorporating “& Beyond” to discuss not only pre-esop topics but go beyond that and deal with post-esop topics and issues that come up. This episode provides a high-level understanding of what is to come and what we have dealt with in the last four seasons. The value of listening will be to grasp some overall ESOP concepts that may be helpful for you to think about whether you are exploring your own journey to an ESOP or thinking about existing ESOP issues that are beyond the ESOP closing.
This episode takes advantage of the opportunity that we have during Christmas to stop and celebrate the reasons why folks decide to go towards ESOP… In this episode, we cover the ghost of Christmas past and thinking about the people that have helped your business get to where you are and how an ESOP can be the perfect way to reward them. The Ghost of Christmas Present reminds us of what is happening right now that includes the current tax benefits of an ESOP and other benefits to reduce the workload and spend more time with the family. The Ghost of Christmas yet to come makes us think of the future legacy of the business and how much better it will en to be an ESOP company. MERRY CHRISTMAS - The ESOP Guy!
In this episode we finish the series we started to help prepare folks for the ESOP site visit. The focus of the episode is to understand in covering first the financial highlights and how they connect to points you will want to make with the trustee and their valuation firm. In addition to the financials - the remaining part of the presentation will be to cover the ESOP deal structure and anything specific to the transaction.
This episode we get to review what is important about third party administration of an ESOP plan. Scott Freund is an absolute expert at the nuances of how benefit testing as it incorporates IRS limitations related to ESOP Plan design. For instance, IRS code section 404 that generally allows for a contribution to the ESOP plan up to 25 percent of the payroll and IRS code section 409(p) related to S-corporation ESOPs to test related to disqualified persons. This is an essential step to understand for planning your ESOP and for staying on top of an existing ESOP plan.
In this episode, we discuss the other parts of the presentation as it relates to the company overview getting into other aspects of the presentation for the trustee and the valuation firm. The value of having a solid presentation, regarding how the company operates, the leadership team, the business processes that are repeatable, and provide a functional mitigation towards the business. This is the one opportunity that we have to put a factual, solid understanding of the way the company operates, including how the strength of the company provide a sustainable long-term ESOP.
This episode we are following up on the August IRS notification entitled “IRS cautions plan sponsors to be alert to compliance issues associated with ESOPs” Allison Wilkerson is a frequent speaker at ESOP conferences and works at McDermott Will and Emery out of Texas. She has a very strong background in working through complex IRS and DOL issues related specifically to ESOPs. She offers some insight into what this notification means as it relates to ESOPs. The highlights of this episode are going to help folks not be overly concerned with this notification by the IRS, however, Allison does point out areas that you should be aware of in putting together your ESOP and possible IRS exposure issues.
In this episode we explore another very important section of the ESOP site visit presentation - “The Customer Overview.” Along the Journey to an ESOP, sell-side advisor with the the company’s team are presenting the company to the trustee and valuation firm.
This episode is helpful to better understand how the banker is thinking about the ESOP deal. Chris Cucci is Chief of Staff at a unique bank - they are a B-Corp that understand the social impact that ESOPs play in many areas - the good that can come from selling your business to an ESOP. Chris is a veteran banker and has used his skillset to direct their efforts to be a strong resource for companies considering ESOPs.
In this episode - we are celebrating football season by kicking off with “Rudy” one of the most inspirational football movies of all time about the underdog…The episode starts a series to cover preparation for the inevitable ESOP site visit whereby the buy-side team congregate typically at the company’s office. The focal point to this episode is to help prepare for the site visit - detailing the industry of the business, its business model, the customer base, geography and other important factors to where the business operates and relevant business trends. We will follow up with other episodes detailing other aspects of the site visit.
This episode is super helpful for those that want to learn from someone who has taken his own “Journey to an ESOP” Mark Stevens is the founder of Georgia Spa out of the Atlanta area. Mark’s company went 100 percent ESOP. He shares on the podcast his experience with the ESOP process.
This is part 3 of a series on ESOP feasibility. One of the big questions on people’s minds is when should I pull the trigger for my ESOP transaction as far as timing goes. We get to dial into the dramatic scene in Mission Impossible 3 where Ethan Hunt is tied to a chair and is given 10 seconds to tell where the Rabbit’s foot is which is some kind of weapon of mass destruction. Drama to not drama - the decision as to the timing of your transaction can include different variables that we explore to determine the optimal date of an ESOP transaction. Some of these items include how the interim financial performance of the company is going in comparison to the year end forecast. Consider this and other variables to best determine the transaction date then work backwards. Advice related to timing the ESOP transaction is an important step on your journey to an ESOP.
On this episode - Corley and I discuss the approach to an ESOP transaction to establish the valuation through an arm’s length negotiation with Trustee. Corley explains the particular requirements and approach to supporting the transaction trustee on the business valuation that will helpful to better understand what you should consider in planning your ESOP transaction.
On this episode - we evaluate the idea of taking the “mask off” - what is actually going on with the new IRS Article related to the IRS commissioner investigating ESOP transactions and how do you build your ESOP plan to not be concerned with an IRS issue? Meanwhile utilizing the available tax benefits. This is a critical part of the feasibility Al that you need to thoroughly review with your advisors for short and long term consequences.
On this episode Shawn Busse (CEO) of Kinesis out of Portland, OR get the opportunity to talk about the valuation from the perspective of ways to improve. We tap into Kinesis’ visionary and unique approach to “branding” that incorporates the proper alignment of customers and employees. It is a powerful concept that takes guts for a company to embrace that kind of change but in the end - a business will improve in ways that ultimately provide a stronger valuation for the ESOP!
This episode will launch a series of ESOP feasibility episodes that bring up some relevant issues related to planning your ESOP. Are you considering a partial or 100 percent ESOP? What will work best for your goals and objectives? We are going to dig into cash flow and the connecting points to modeling a sustainable leveraged ESOP transaction. Assessing entity structure in relationship to the ESOP transaction subject to appropriate limitations. Evaluate the forecast in relationship to multiple areas to qualify the integrity of future cash flows and the company’s ability to repay the debt. These are critical steps in the ESOP planning process. Look for the next episode coming soon in this Mission Impossible series in ESOP feasibility.
This episode began from the meeting we had in Portland OR this year when I got to meet with some folks thinking about going towards an ESOP. Former senior editor of Forbes - he created the Small Giants Franchise…he now has his own podcast called 21 Hats. Loren is a wealth of information - all of this leads to an interesting dialogue on ESOPS.
On your journey to an esop - who are the ESOP advisors? Catch me if you can is an excellent movie about a high school con man that intuits at an early age the art of providing just enough true information to become believable - this is a true story. Why is he successful? This episode has philosophy and psychology even though not my specialty…I am just an ESOP guy. However - all of it makes me think of how important it is to align yourself with the rights advisors including sell-side, trustee, attorney, and valuation firms.
This episode leverages the knowledge of an experienced ESOP insurance agent to help folks better understand the requirements for Fiduciary, D&O, EPL Insurance…Patrick is has an excellent way of keeping this part of the ESOP requirements straightforward so that they are easy to understand and plan for on your journey to an ESOP.
In this episode, we deal with a good overview of how important it is to keep our key people if we want to grow and strengthen the value of the business. Poor Edmund Dante’s - betrayed and put in the dungeon - retained against his will and that would inspire a whole novel/movie around vengeance. We want our retention strategies to leverage positive tools like the ESOP and SAR plans to compel the best folks you have to stay for the long-term - and better yet continue the great culture you have built in your company for the legacy of your business.
This episode focuses on the journey to an ESOP for Progressive Flooring and Services, Inc. out of Ohio. We worked with the company for the last few years prior to and after COVID. The company persevered under great leadership and a vision for the future to pull off a very successful ESOP transaction. The episode will help others that are considering an ESOP with the experience Nino and his team went through…I find that these types of episodes are very helpful for companies to expose them to issues that either they are dealing with or haven’t yet experienced.
In this episode - we explore a very often asked question as to what age should I be to start my ESOP. One of my favorite aspects of ESOP transactions is that it can be very flexible to structure and it is not always a used as just an exit plan. This podcast focuses on answering questions around the age of shareholders and when would be the best time for them to start the ESOP process - because you know “no one is getting any younger!”
Jim Bonham - President of “The ESOP Association” was kind enough to share with us a solid overview of the a dynamic and powerful resource for the ESOP industry. They have a strong role to play into the ESOP political landscape being credited with ongoing legislative efforts to stay in front of congress and help advance positive ESOP legislation. Mr. Bonham provides updates related to Secure 2.0 for the parts to affect ESOPs. This episode will be very helpful to better understand The ESOP Association as a resource.
This episode is a continuation of our tribute to the 70’s with this classic and memorable song that captures everything we want to say in two simple words: FREAK OUT…. I was inspired for this episode in having multiple experiences with clients throughout the last several years from mild anxiety to a little more than anxious when it came to certain parts of the process. Keeping in mind that this is for many the only time they have ever sold their business - it can be a trying time to say the least. The ESOP sell-side advisor needs to plan and prepare with the client to try and eliminate as many potential surprises as possible. But there are other reasons for freak out and this episode does its best to nail down those to prepare for what may come throughout your journey to an ESOP.
What are the alternatives to an ESOP? One is the EOT or employee ownership trust. This presents some particular differences to the ESOP that might be part of the consideration early in your journey to an esop. Chris Michael is the founder of EOT advisors and helps selling shareholders review this as an option to the ESOP. Chris is a very knowledge professional with an academic background as well.
This episode comes from questions generated from our website at journeytoanesop.com - to help better understand what is the best way to announce the news to your employees about your new ESOP. On this episode, we cover the deeper questions of matching up ESOP news and announcements with a particular culture and how important it is to have an impactful message as you build. But having a strategy to message it frequently is going to be significant to enhance your culture into “ownership thinking.”
This episode we get the opportunity to interview Mike Keesee and Carl Brown selling shareholders of an Architect and Engineering firm out of Orlando FL. Mike and Carl have been on a journey to an esop - find out lessons learned and how they have worked through the process. The company happens to be both an EOS (traction) and Great Game of Business managed company. This episode will provide some valuable insights for those considering the ESOP from multiple angles including: succession planning, exit planning, culture, long-term flexibility, employee engagement and other important aspects of an ESOP.
This episode is generated out of many recent conversations with different folks all over the country - it is intended to discuss an important topic that selling shareholders that are considering the ESOP as an option need to nail down early in the process - How do I get my money for the stock I just sold? Once they understand this - they can either continue on their journey to an ESOP or take another route towards a different solution.
The Secure 2.0 Act of 2022 makes some interesting developments in the world of ESOPs. John Burgess and I work through categorically how this new legislation will affect ESOPs now and into the future. We touch on its changes for 1042, tax credits, ESOP education, and ESOP plan design. Overall this legislation provides more reassurance that ESOPs have bipartisan support and are only becoming a stronger part of the US economy.
This episode deals with the need all businesses have to build talent in their company. The topic comes at the beginning of the year as we start to think about building the business for a sustainable ESOP which really does improve the strength of the company from a valuation as well as the long-term value. Just as important - the business has the benefit of a leadership team to support the transition of selling shareholders into key positions. This podcast is just a good reminder to think about your efforts and processes related to recruiting key people.
This episode - Adrian Loud - ESOP Buy-Side valuator and I talk through the role of the process that a financial advisor to the ESOP trustee plays in the process of valuing the business specifically for the transaction as well as their role in other aspects of the transaction. What is helpful is to better understand what they are thinking, how they go about their process as the sell-side estimates the value that will come from negotiations. Adrian also shares some case study areas that you should be aware of as you continue your journey to an ESOP.
Does anyone understand what is going on in the Tenet movie…it moves forwards and backwards. I think sometimes ESOP can be the same. This episode breaks down with clarity the conceptual factors of deciding to do an ESOP and real questions that others have asked to determine if an ESOP right for them.
This is the first episode of season 4 and as such we wanted to jump right into a valuable topic to help folks prepare for their ESOP regarding understanding how warrants are calculated as a potential benefit to the selling shareholders. Will Rodriguez with Vision Point provides a solid overview of the methodology of estimating the number of synthetic shares of warrants issued at the time of the transaction.
In this episode we evaluate the issues that selling shareholders will likely run into when considering selling their business to either a private equity, venture capital, or strategic buyer. This episode is inspired by questions that come up from selling shareholders on the alternatives to selling their business to an ESOP. It is helpful to determine whether the ESOP is a good direction and can be confusing to evaluate this option of selling your business.
This interview is with the President and Owner of a family business that sold 100 percent to a newly created ESOP. Sandy King took over the business from her parents and focused on company culture, business processes and a strong level of customer service. She had built an effective leadership group and was ready for transition. After working through a possible sale to third party, she settled on the ESOP as the best option. This podcast will help the listener to go through Sandy’s thought process and selecting ESOP as her best option as well as her insight into her own journey to an ESOP.
This episode focuses on better understanding the role of a “quarterback” in an ESOP transaction on your journey to ESOP. I often talk to folks about the complexities of an ESOP transaction and one point of discussion is what is the sell-side advisor’s role. This topic will help solidify in your mind what questions you might ask and be aware of when hiring one of the most important advisors in the ESOP transaction - your Quarterback!
This podcast helps to outline the an organization called ESCA-Employee Owned S-Corporations of America. We interview Noelle Montano to better understand Esca’s role in helping Employee-owned companies. We dive into what they do in relation to other ESOP organizations and the value their resources provide.
This episode connects with my very first episode called “enough information to be dangerous” - the premise being that when you go to an ESOP conference there is so much information it can sometimes feel where should I start? I took some very specific questions and discussed them in detail so that you have some ideas of what to focus on depending on whether you are going to the conference on your journey to an ESOP or if you have already arrived and have an existing ESOP company.
This episode covers an interview with Wayne Isaacks - ESOP trustee (attorney and CPA) to better understand how an ESOP could be interacting with the Department of Labor. Wayne and I cover a case study that he was involved with and illuminate some best practices and alleviate DOL concerns for companies heading toward an ESOP or existing ESOP Companies. There is some wisdom here that I think is solid related to how to respond to a DOL investigation.
This episode we explore the difficulties of the why should I go - the ultimate question to either begin or continue your succession plan. We explore the reasons why you really should plan to go - and how an ESOP could provide an incredible platform to execute successfully on this strategy.
The ESOP Guy interviews Corey Rosen the founder of the NCEO to discuss Corey’s new book on how ESOPs have the best chance to solve a multitude of issues in the US - notably the wealth gap. Corey and I discuss the book as we go through the outline of his book “Ownership: Rethinking Capitalism, Companies, and Who Owns What”
This episode provides some insight into how forecasting can influence the approach to an ESOP transaction. Typically we don't see a lot of forecasts that are overly aggressive as future growth tends to follow historical growth. However, there are circumstances that justify a strong forecast that are going to have some implications in fair market value. Happy Gilmore helps bring to light that sometimes the unlikely can happen as he reminds us all with his crazy hockey stick drives.
This interview explores the issue of what happens if a company is selling to an ESOP and they have real estate held by the company. The main issue is that the ESOP has to purchase both the company's operational value and the value of the real estate. The cash flows have to take into consideration the debt related to each valuation and can create some challenges. To avoid this it is common to transfer the real estate out of the company into the selling shareholders possession but this can create tax issues. This informative podcast will walk through possible solutions to this potential issue for both S-Corp and C-Corp entities.
This episode evaluates the issue of the "Great Resignation" and how ESOPs are a great tool to support employee retention. We cover some of the top reasons people are leaving their jobs. Some of the direct benefits of an ESOP company to improve the overall quality of jobs and how important it is as we move into the future to provide something more for people to build a long-term career with a company.
The economy is difficult to predict but if we have a downturn how will that affect your ESOP? This episode provides a good overview for both companies moving into ESOP and those existing ESOPs as it relates to working through potential issues of a downturn with seasoned expert ESOPs trustee and benefit plans - Michael Miller.
This episode is the finale in a three part series discussing the elements of your CIM - confidential information memorandum - to best support your presentation during the site visit with the trustee and valuation firm. This podcast highlights the importance of reviewing the financial information both historical and forecast as well as understanding the working capital. It also delves into discussions around the ESOP transaction so that any potential issues can be clarified within due diligence and prior to negotiations.
This episode focuses on the general issues of 409(p) as it relates to S-Corp ESOPs and the nuances of how a company's other interests could affect compliance with the anti-abuse test. Cass Hollis offers a depth of wisdom and experience on the topic to point out to companies on a journey to an esop what to look for and potential solutions to work through the issue.
This is the second part in a series of episodes to go into how the CIM - confidential information memorandum is prepared. In this episode we discuss how the company overview should be thought out and planned for dealing with the best practices of presenting the company, leadership group, strengths and weaknesses and other critical areas to prepare for on your journey to an ESOP.
On this episode - Katie Hardin and I discuss compliance requirements of brand new ESOPs to help you before you get to closing including booking the ESOP entry, working through the set up of the inside loan, issues that arise with the board of directors and other various areas.
This episode is going to focus on preparing for the Confidential Information Memorandum or CIM - this is the presentation that will provide a thorough overview of the industry and company information to prepare for negotiations of your ESOP.
This episode is truly valuable for companies thinking about an ESOP - as it helps to walk out the ESOP process in a real life experience. It is especially helpful for general contractors and to go through a Joe Hurt's journey to an ESOP!
In this episode we relate the recent movie Free Guy with dealing in reality of a recession and work through some ideas that might make sense for the possibility of an economic recession. For companies going through an ESOP - a sustainable ESOP company has to be prepared for good and bad economic times.
This episode is unique as we evaluate a start up company that is planning to roll up veterinary practices all over the United States using an ESOP strategy. Galaxy Vets has identified a strategic way to leverage the benefits of an ESOP and combine the value of creating a larger holding company structure.
One of the skill sets that has increasingly become more valuable in the talent that we recruit, retain and motivate within an ESOP culture is creativity. This podcast delves into the importance of creativity and innovativeness in the workplace as a sought after skill set and as something that should be cultivated in your organization as it makes a significant difference in the value of your business, sustainability of the ESOP and the success of your succession planning.
On this episode I interview Hobie Frady - Government Contractor expert and practice leader Warren Averett (CPA firm for government contractors). Hobie and I delve into how ESOPs really are a very popular solution for government contractors both on a partial sale and a 100 percent sale. In 2021 there was new legislation passed for government contractors that allows a 100 percent ESOP to have preferential treatment for existing contracts. Hobie does a great job of explaining the lay of the land in Huntsville and the very popular ESOP option for exit, succession and growth strategies.
This episode will conclude our discussion on business valuation reviewing the discounted cash flow model, required working capital and transaction value to determine the best estimate for your ESOP valuation. The 4 part series was intended to go into the details that will help you identify questions to ask your advisor.
This episode features experienced ESOP lender Douglas Dell with KeyBank out of Colorado. Doug offers insight into this extremely important step in the ESOP process to help answer the question: "How am I going to get my money out of this ESOP deal?"
This is part 3 of a multi-part series on business valuation modeling as it relates to ESOPs. This episode provides a good overview of the first step in creating the discounted cash flow model of valuation beginning with forecasting and working through a process of completing the forecast.
This episode is dedicated to better understanding insurance for ESOPs. Jeff Gelburd with Murray Insurance is a pioneer in getting insurance policies to mitigate fiduciary risk set up way back when things were just getting started in ESOPs. He explains the bundling of Fiduciary, DNO and Employee Liability as well as the trends for insurance relative to transaction trustees for ESOPs.
This is part 2 of a multi part series in business valuations as they relate to ESOPs. This episode covers understanding cash flow and capitalization rate composition and structure and illustrates how very little is relying on the valuation analysts subjective judgement of the financial information and risk data on the subject company.
This episode is located here and on you tube...we cover how to maximize the benefit of the ESOP to your company - a critical aspect of leveraging an ESOP through building a strong ownership thinking culture to get your people to understand how all of the pieces of the puzzle work! Jim's group has a unique and specific areas of expertise that they focus on exclusively with ESOP companies!
This episode explores the science of business valuation for ESOPs to answer the question relative to is my ESOP valuation for planning purposes accurate and what questions should I be asking my advisors in the planning steps in your journey to an esop. This is part 1 that goes through the importance of business valuation and distinctly points out definitionally valuation concepts that are important to understand so that we can then build on the details for part 2 coming soon!
This is the first ever ESOP Guy interview internationally from as far away as we can get from the U.S. - "way down under mate" in Australia with Succession Plus advisor Craig West, CPA - who has built his practice off of research from his own doctoral study in ESOPs. There are some fascinating similarities between ESOPs in the U.S. and Australia as well as some very interesting differences.
In this episode - we cover the very important topic of management transition in your succession plan as it relates to your journey to an esop. One of the most difficult and significant transitions is going to be the key position of CEO. We cover why this is so important and some suggestions as to how to go about it.
This episode opens up a topic that I think is easily confused - just what does the seller take on in Fiduciary risk in doing an ESOP transaction. Greg always does a great job - this is his third time on the podcast and provides a wealth of knowledge as a resource to our listeners. He leverages information from the Vinosky esop case which provides a good reference in better understanding selling shareholders fiduciary risk and reliance upon ESOP professionals.
This episode compares and contrasts two actual ESOP deals that we worked on at the end of 2021. The take-aways will hopefully help you in asking questions of your advisors if you are on a journey to an esop or will start one soon!
This episode includes a discussion with Steve James and Heather Driscoll of SCJ Fiduciary Services. Steve is credited with doing the first Dental practice in the U.S. They do a great job explain how ESOPs are perfectly suited for all kinds of healthcare companies including physical therapy, autism centers, hospitals, etc....they outline some of the challenges but all together healthcare companies make great ESOPs
Happy new year everyone! This episode highlights my favorite episodes of ESOP podcasts for a quick review of some interesting topics including: ESOPs as roll ups; ESOPs for contractors; ESOP politics; ESOP boards adding value; and ESOP culture to name a few that we discuss.
This episode provides a solid discussion on ESOP financing with experienced ESOP lender with First American Bank. It really does matter who you choose to finance your transaction and what your eventual banking relationship is going to look like once the transition is complete.
This episode reviews the issues related due diligence on ESOP deals. One of the steps along the journey to an ESOP is to work through due diligence with the transaction trustee and their valuation firm. It is a critical step and always better to plan early for due diligence so everything else goes smoothly.
In this episode Carla and I discuss the planning needed for a company on a journey to an esop dealing with 404, 415, and 409(p) requirements, limitations and application of the rules to make sure your company is ESOP feasible. Carla has a really cool background - and actually worked with Louis Kelso economist who is notably the inventor and founder of ESOPs.
This episode highlights "The Blue Ocean Strategy" by Renee Mauborgne and W. Chan Kim to help you prepare for your end of year planning strategies. The episode provides tips on using some of the tools to help walk through the process of creating blue ocean ideas.
This episode covers how key performance indicators can be used to improve the strength of your company and possibly lead to higher business valuations and be an advantage in negotiations for the sale of your company to an ESOP.
In this episode Rick and I explore the value of the board of directors for an ESOP company - definitely helpful for those on a journey to an ESOP to leverage this requirement into an means to support growth and higher valuations.
This episode tackles the work needed for all companies but especially companies on a journey to an ESOP to get the right people in the right seats inspired by me recent Southwest flight. It focus on three primary activities - recruitment strategy, onboarding and letting people go...
In this episode Todd Knowlton, CEO of Smooth Fusion explains his reasons to turn his company into an ESOP. In this case, Todd and I went through the ESOP process as a non-leveraged contribution for this first step on his journey to an ESOP - find out what his factors were and why their company went this route.
This episode we explore the cost of an ESOP - going through the comparison of an M&A transaction with an ESOP - similarities, differences and result of how that is interpreted in the ESOP marketplace.
On this episode - I discuss with Mike Zeller, a very experienced ESOP attorney one of his case studies in working through a leveraged ESOP transaction. There are some interesting points to consider from this ESOP case study!
This episode covers the basics of C-Corp tax as it relates to ESOPs and provides an alternative to the 1042 to deal with Capital gains tax using code section 1202.
This episode Greg and I discuss the pre-funded ESOP strategy as a way to take the tax deduction each year while planning for your ESOP leveraged transaction. We discuss the pros and cons of this strategy that might give you some ideas about your own journey to an esop.
This episode reviews the details of what is known as an A Reorg...for companies that are going Esop and are currently S-corps. This opens up the topic of whether or not you can revoke the S-Corporation and then as a C-Corp take the 1042 capital gains tax deferral then immediately go back to an S-corporation which by IRS code should be a five year waiting period. Some advisors use this as a tactic to sell the client on their services which are probably going to be pretty costly...listen on to see what kind of questions you should ask on your journey to an esop...
This episode features a newly formed ESOP from 2020 - a company called AOTC with its owner Brian Barnett and Todd McDowell. They chose to establish a partial ESOP as a business strategy not an immediate exit but to enhance a strong employee company culture.
This episode I discuss some common myths and misconceptions from experience with ESOP skeptics...thinking about the process of working the shareholders and advisors skepticism is an important and essential step on this journey to an ESOP.
This episode evaluates the points of Thomas' recent article published at the Harvard Business School regarding ESOPs as a solution to the gap in wealth inequality. Thomas and I discuss this socio-economic reality in our country and the possibilities that ESOPs create in helping to solve this national crisis.
This episode provides a decent overview of ESOP plan design that will give you some exposure to ESOP employee vesting, eligibility, allocation methods and other areas for you can be thinking about for your future ESOP.
Darren Gleeman is a former Wall Street trader with his own entrepreneurial ventures. He is active in the ESOP industry. Our discussion is all about how ESOPs work to promote capitalism in America.
podcast video https://www.youtube.com/watch?v=29tIx0XhjDE
This episode is a little quirky as I struggle to do a Jack Nicholson impersonation - the interview process for finding the right trustee for your ESOP is a critical step. This episode focuses on us what to ask when your transaction trustee and what you should get out of this important step on this journey to an esop.
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This episode provides a good overview of all of the roles in an ESOP company and their respective fiduciary responsibilities. This was an interesting interview and might surprise some folks when it comes to what does fiduciary responsibility mean and who has it....
This episode focuses in on the what do I do with my forecast - documenting revenue and profit growth that will enable a strong ESOP transaction which should be accompanied with a plan to get there...getting into the difference of growing your business versus scaling...and multiple tips on simple ideas that you may or may not have thought about already.
This episode features an interview with singer/songwriter Eleanore Rue pushing forward in the Nashville area with a long term vision, product development, marketing, finance, and most of all courage. (Oh yeah - she happens to be my daughter - who better to interview.) For companies considering an ESOP - being an entrepreneur is vital for the founding of a business and for the future sustainability of their ESOP business. An ESOP company is no different than other companies and should understand how to recreate the entrepreneurial process in the next generation of leaders.
This episode reviews the current benefits of being S corporation ESOP and updates everyone on senate bill 1300 that could provide a new opportunity for a company to remain in S Corporation but also have the selling shareholders defer capital gains tax using the 1042 election.
This episode features an interview about Greg’s book and the principals he employed to crest an amazing culture leveraging the power of an ESOP.
Greg’s story includes leading one of the fastest-growing and most successful
engineering, architecture, construction and environmental consulting firms in North America. Graves began his career at Burns & McDonnell in 1980, fresh out
of college. Twenty-two years later, at the age of 43, he was named just the sixth CEO in the firm's 104 year history. He became CEO on Jan 1, 2004. From 2004-2016, the results speak for themselves:
· Employment grew from 1500 to 5500 Employee-Owners...all organically.
· Revenues grew from $300M to almost $3B.
· An average ROI of above 25%...over 13 years!
· Fortune Magazine's Top 100 Best Places to Work six times....14th in 2014.
· Kansas City's Best Place to Work six times in a row.
· Corporate Foundation grew 1000%.
· Kansas Citian of the Year 2015.
· Midwest's Entrepreneur of the Year 2014
· Kansas City Philanthropist of the Year (along with Deanna)...2013.
Currently, Greg is Chairman of the Board for two iconic Kansas City metro institutions that are trailblazers in fields he extremely passionate about — healthcare and the arts. Greg was named Chair of the University of Kansas Hospital Authority Board after serving as a board member since 2009. The Kansas City Repertory Theatre also appointed Greg as Chairman of its board after serving on the Executive Committee for one year.
Greg serves on one public company board, UMB Financial Corporation. UMB is a $10B bank headquartered in Kansas City. Greg currently Chairs the Compensation Committee but is likely to move to Chair of the Governance Committee in 2017 as well as serve in the positon of Lead Independent Director.
Greg's areas of technical experience include engineering, construction, electric utility, petrochemical, water, environmental and transportation.
Greg has a Bachelor of Science in mechanical engineering from the South Dakota School of Mines & and transportation.
Greg has a Bachelor of Science in mechanical engineering from the South Dakota School of Mines & Technology and a Master of Business Administration from Rockhurst University.
This episode explores the 10 Rockefeller habits to help companies assess their business on their journey to an esop as to areas to improve as well as providing specific areas to support strengthening their leadership teams.
This episode provides a discussion with Peter Jones related to the requirements that ESOPs have independent board members and some best practices of having independent trustees. Some insights into how to make this a positive for your ESOP.
James Urbach has been doing ESOPs for the last 20 years transitioning from the Department of Labor to transacting ESOPs and providing the functional role as independent trustee. He has some great insight into the lifecycle of an ESOP company!
This episode focuses on factual data and interpretive trends to evaluate what is going to happen in new ESOPs over next ten years not more importantly why....
In this episode, Renee and I discuss the current political climate as it relates to ESOP with a particular focus on the new administration. What should we expect in the future relative to the government’s support of this awesome opportunity for selling shareholders, their companies, and their employees?
This episode outlines the roles as responsibilities of multiple advisors along your journey to an ESOP. There are insights into selecting the right advisor for your situation and general tips on qualifying them to support you in the short and long term as well as help you avoid possible pitfalls.
In this episode - Daniel and I discuss the particular benefits of an ESOP to the employees - he does a great job of explaining their ESOP culture at Folience and the remarkable story of integrating other ESOP companies into Folience. This episode also digs into the reality of how ESOPs make a difference for all of our communities!
How much cash can you get at closing? This episode provides some insight into how to approach the bank for financing as well as my own research in discussions with over 100 bankers in the last twelve months regarding their approach to financing ESOPs.
In this discussion, ESOP attorneys James Bristol and Sean Sullivan walk out the background behind redemption versus sale of stock to ESOP typically used in second stage ESOP transactions supporting a partial ESOP sale strategy. This connects well with Episode 11 regarding the Department of Labor topic.
This episode delves into the DOL (department of labor) investigating ESOP transactions to help understand the potential structure of an ESOP transaction using redemption of stock versus the sale of stock to the ESOP.
This episode covers the details of a 1042 transaction through a discussion with Nick Francia at UBS - we cover the floating rate notes and leveraging the qualified replacement property with either an active or passive investment strategy.
In this episode we discuss the issues related to control versus non-control - in other words what portion of the company are you selling. If the ESOP purchases something less than control - than there will likely be a reduction in the valuation.
This episode provides a discussion with 100 percent ESOP company - Braden Kitchens, Inc. - President and former owner - Pete Profumo to better understand the flexibility of using an ESOP especially to meet the goals and objectives of the selling shareholder.
In this episode - Michael Strahan and I discuss how the bonding company's look at the ESOP transaction. Very helpful information related to possible structuring your ESOP deal as a contractor dealing with future bonding, government customer certifications, and personal indemnity.
This episode is a continuation of a discussion on the applicability of ESOPs for contractors - Ben and I discuss the areas that need to be addressed when advising a contractor on utilizing an ESOP for their succession and exit plan.
This episode is the first in a series that focuses on understanding the applicability of utilizing an ESOP to help a contractor through the succession and exit process.
This episode provides a discussion with Patrick Stoltz at Wintrust Bank out of Chicago, IL about the particularities of lending for the buyout of an ESOP to a government contractor type business. It is an excellent compliment to episode 53.
This episode is part 2 on understanding competition by exploring the importance of evaluating your competitive landscape and goes deeper to provide insight into how to accomplish this task and what tools you might want to use in the process.
This episode focuses on why you might want to consider a roll up or consolidation of multiple businesses. Steve and I cover how it works and what are the benefits of leveraging this into an ESOP transaction.
This episode covers the basics in documenting your competition as a step along the process of moving towards an ESOP transaction. It will provide a discussion on the importance of documenting competition and practical steps in getting started.
In this episode Rich and I highlight the ability to transition a Medical practice to an ESOP and solutions related to proper licensing.
This episode highlights the issue of being prepared with a succession and exit plan relative to an ESOP. It encourages the listener to avoid planning in a crisis situation by covering pitfalls of not planning and some areas of motivation.
This episode focuses specifically on government contractors becoming ESOPs with an informative interview with Andy Watson with expertise in both ESOPs and Government Contractors.
This episode provides insight into one of the most important numbers you need in evaluating the sale of your business. There is helpful information to help you review your business valuation so that you can determine if it is truly a valid estimate of the potential enterprise value of your business.
This interview debuts a fairly new company providing support related to communicating the ESOP message throughout the company to employees. Thomas explains the need to build an ESOP culture and how their tools really add value to the process.
This episode peers into some of the psychological and emotional issues that business owners should be aware of as they work through a potential transaction towards an ESOP.
In this episode Renee and I discuss the roadmap for an ESOP closing and go into detail as to the documentation of the ESOP transaction as well as some of the pitfalls in getting deals completed.
This episode evaluates the risk related to becoming an internal trustee for an ESOP company. What are the risks of being a trustee and does it make sense for your ESOP to plan on having an external trustee. We discuss some of the pros and cons to help companies plan for this important aspect on their journey to an ESOP.
This interview focuses on the process of ESOP lending for the leveraged transaction considering the underwriting process. It also discusses how a bank can do loans for ESOPs outside their market.
This episode is going to focus on understanding how the issues of a family business can affect your plans to utilize the ESOP as a strategy for succession and exit of your business.
This episode explores the ESOP company from an owner perspective. There are a lot of wins when it comes to an ESOP but consider for a moment how the customer wins in dealing with an ESOP company.
This episode helps to explain the role of the board and trustee to shed some light on who is in charge of an ESOP company
This episode focuses on explaining the process of doing normalization adjustments to properly estimate cash flow for a company's business valuation. Normalization adjustments can make a big difference in your numbers on your planning for an ESOP.
This is our 2nd interview with Greg Daugherty with Porter Wright in Columbus, OH. Greg and I discuss the planning side of what companies will do with their existing 401(k) plans when you combine them with a brand new ESOP. What are the issues behind safe harbor and highly compensated people. Additionally, what is a KSOP and when would we want to incorporate their use in the planning of your new ESOP.
This episode covers an overview of how to do strategic planning in a step by step process to be prepared to move through the ESOP process with an advantage that provides higher valuations and more sustainable results.
This episode provides a guide for company owners considering an ESOP through an interview with a very experienced ESOP attorney from the Midwest. We discuss many things including what makes a good target company for an ESOP and how to find the right ESOP team to facilitate a healthy transaction.
This episode provides an overview of the 1042 tax treatment for Capital gains tax deferral benefits applied to an ESOP transaction.
This episode allows us to look at the ESOP transaction process from the point of view of one of the key corporate managers going through the process. Brian and his fellow managers had the opportunity to purchase the company as an MBO but decided on a 100 percent ESOP instead. This is a very informative episode.
This episode covers the details behind how SARS - Stock Appreciation Rights programs are utilized in ESOP transactions as management incentive plans.
This interview is titled: "Things I wish I knew before I did my ESOP deal." We will cover the wrong expectations of sellers on ESOP deals and some areas that are good to know before you go into the planning process.
In this episode we find both Bill and Ted dealing with 409(p) issues related to their ESOP deal that they did back in EP 19 "Bill and Ted's ESOP adventure." They had made some mistakes and now have issues with disqualified people and violations with their S-Corp ESOP - find out how they solve their 409(p) issues.
This episode is dedicated to the newly created Florida non-profit called FLCEO or Florida Center of Employee Ownership. We interview John Burgess, a board member of the organization and practicing ESOP attorney in Tampa, Florida discusses the mission of providing resources to those interested in an Employee Stock Ownership Plan.
This episode helps to evaluate the need in your organization for accountability and it's impact on your company converting to an ESOP. In a statistic from Forbes magazine - 93 percent of employees don't even understand what their organization is trying to accomplish - how can they be accountable...to what?
This episode is a recording of a negotiation of an ESOP transaction to illustrate the offer and counter offer aspects of an ESOP transaction with insight into key areas like valuation and synthetic equity to better understand the process of negotiation from both the sell-side and buy-side perspectives.
This episode focuses on the issues related to customer concentration and how it affects your ESOP transaction. The podcast provides recommendations to plan through this issue for your transaction and boost your value in the process.
This interview with Jack Veale dives into helpful information for companies looking at ESOP using tips from Jack's book "Creating Strategic Innovation"
This episode highlights the best practices for the negotiation of an ESOP transaction. It works through each step of the ESOP process and recommends preparation, the right team, and alignment with goals and objectives.
This episode is helpful to explore you business culture in ways to prepare for an ESOP. "Culture eats strategy for breakfast" Peter Drucker
This interview digs into the issue of interim valuations and how they might be used during an economic downturn. Jason's experience with ESOPs offers valuable insight into managing these types of ESOP issues.
This episode will provide an overview of warrants used on ESOP transactions. A simplified case study is provided to help understand the use of warrants and relevant issues.
This episode examines the seller's perspective and key management in evaluating the benefits and options of an ESOP, from the viewpoint of an experienced ESOP attorney
This episode focuses on assessing the issues related to leadership problems and solutions to strengthen your business to support ESOP transition.
This interview with ESOP experienced banker Joseph Sophia will help the listener to better understand the process the bank goes through in underwriting an ESOP loan and the potential changes with COVID-19.
This episode focuses on issues related to business volatility as it is a major hurdle for companies trying to go ESOP. The episode focuses on solutions to help the companies address business volatility.
This episode explores partial ESOPs as either non-leveraged, non-leveraged with redemption, or leveraged. It provides a good overview of each type with pros and cons so that the listener can better understand their options early on in the ESOP process.
This episode provides a unique perspective by interviewing Miguel Paredes - an independent trustee that has prior experience in working for the department of labor reviewing ESOPs. We cover the DOL process agreement to better understand the approach to putting an ESOP deal together with best practices.
This episode helps the listener better understand the process of merging entities and percentages to maximize the valuation and create a more sustainable ESOP.
This interview focuses on the business valuation process to support the ESOP transaction with trustee expectations and role of valuation firm. Will has over 20 years experience and offers insight into the process and current situation with Covid-19's effect on existing transactions and existing ESOP companies and how they may be utilizing interim valuations.
For companies on a journey to an esop - this episode covers the significance of addressing and mitigating business risk with a focus on the risk of a business in terms of their access to capital. The podcast provides some ways to mitigate this risk.
This episode tackles the perspective of an ESOP insurance professional and the role that they play in the process of a new ESOP company.
In this episode details related to the ESOP tax exemption for S-Corporations and a brief discussion on its limitations that need to be addressed early on in the planning process.
This interview focuses on the role of the independent trustee in an ESOP transaction. The discussion also explores transactions during economic times of uncertainty.
The interview focuses on the PPP process from the commercial banker's perspective. David Stahl offers great insight for companies going through the process and has funded over $100 million in new PPP loans in the past two weeks.
This episode comes at a critical time in our economy for those considering an ESOP - especially those affected by the shutdown - this podcast helps provide insight and practical steps to reinventing your business.
This interview within the surety/bonding industry covers a lot of the areas that a contractor should be aware of if they are transitioning to an ESOP. It is important to better understand working capital, personal indemnity, and surety focal points from a seasoned bonding agent's perspective.
Ep10 - We The People - "Employees" - Cultivating Talent for your ESOP
This episode explores the value of one your business' greatest assets with a practical and objective way of cultivating that talent in alignment with your specific business.
This episode provides insight for the listener from the perspective of an ESOP attorney located in Orlando Florida including cost, complexity issues, warrants and ESOP document plans.
This episode focuses on the current time we are in and how the changes in interest rates affect your business valuation for companies moving towards an ESOP
This episode is part 2 of the revenue planning entitled Mt. Everest. It focuses on the quality of revenue and specific categories to consider that impact your business valuation for companies going ESOP.
Episode 6 - Mt. Everest - join the journey to an ESOP with part 1 of a 2 part series on building revenue plans to climb high towards your goal of selling to an ESOP.
Episode 5 - Forecasting can be difficult for some companies. It is fundamental to the valuation and other planning for companies that have an interest in being an ESOP.
Episode 4 - Better understand what opportunities the ESOP provides in planning. The process of planning your ESOP actually matters as it is a build up process that happens one step at a time and needs to be win-win deal for each party.
Ep3 - I am calling this episode the continuum part 2...which basically means the ongoing management transition planning which is the seemingly never-ending process that every business never fully completes