
2025 Conference Program
Welcome to Employee Owned 2025! This year, we are moving beyond traditional educational formats to offer you more options than ever!
And for the first time, The ESOP Association is offering hands-on learning experiences allowing you to actively participate in building the skills you need to grow in your career. Our new educational pathways are designed by leading experts in adult learning to maximize your EO25 experience.
CONFERENCE PROGRAM FILTER & SEARCH
Celebration of Employee Ownership & AACE Awards with Kevin Pollak
Join us for an unforgettable Celebration of Employee Ownership & AACE Awards Gala with our very special guest, Kevin Pollak!
Audience: All Attendees
Opening General Session with Sugar Ray Leonard
Join us for an inspiring session with legendary athlete Sugar Ray Leonard as he unveils the universal principles of success that apply equally to the boxing ring and the business world. Leonard makes a powerful case for the qualities that drive greatness: discipline, focus, determination, meticulous preparation, a winning attitude, and the courage to conquer the fear of the unknown.
Audience: All Attendees
ESOP Benefit Payments and Distribution Policy
We will cover the basics of ESOP benefit payments and diversifications, with a focus on how to tailor your ESOP distribution policy to fit your company needs and culture.
Learning Objectives:
• Understanding the basic ESOP benefit payment requirements through IRS rules and ESOP document design.
• Various distribution events that may occur and how that impacts your benefit payments.
• Designing a useful distribution policy that aligns with your goals as an organization.
Audience: HR Staff, Employee Owners
Level: Basic
Evaluating and Hiring Effective ESOP Leaders
ESOPs are a unique form of ownership, so it only makes sense that leaders in an ESOP must be unique as well. The truth is, not just any manager/leader can effectively lead employee-owners.
In this interactive session we will discuss the key skills and abilities that make for an effective ESOP leader. We will also discuss a process for evaluating and hiring (internally or externally) for the best possible leaders within your ESOP and go through an exercise to begin applying this process to your own organization.
Learning Objectives:
• Understand how to identify the key skills and abilities that make for an effective ESOP leader.
• Understand the process for evaluating and hiring (internally or externally) for the best possible ESOP leaders.
• Begin to apply this process to your organization.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Board Members, Employee Owners, Professionals
Level: Intermediate
Indemnification, Arbitration and Fiduciary Insurance: What a Plan Fiduciary Needs to Know
This presentation will cover indemnification and arbitration available to ESOP plan fiduciaries. It will touch upon the view of the courts in regard to the validity of indemnification and the use of arbitration in plan documents. It will also discuss the use of fiduciary insurance, who is covered and why a fiduciary needs it. The presentation will also touch on claims and class actions and what an ESOP company should do if confronted with a class action claim.
Learning Objectives:
• At the end of the session the attendee will be able to understand the purpose of indemnification and arbitration provisions in an ESOP document.
• At the end of the session the attendee will be able to better understand the purpose of fiduciary insurance and why it is needed.
• At the end of the session the attendee will be able to identify a potential class action claim and the steps the fiduciary should take to protect the ESOP.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Employee Owners, Professionals
Level: Intermediate
Insights from Implementation of a New ESOP
Join us for an interactive session with the Chief Financial Officer and General Counsel of a newly established 100% ESOP. Gain firsthand insights into the challenges and triumphs encountered during the transition to employee ownership. The newly formed ESOP will share valuable lessons learned, discuss financial and operational impacts, and provide guidance on navigating the complexities of establishing and maintaining a successful ESOP. This session is designed to offer practical advice and strategic insights for executives and business leaders considering or currently managing an employee-owned company.
Learning Objectives:
• Participants will be able to describe the key steps, challenges, and strategies involved in transitioning a company to 100% employee ownership through an ESOP.
• Attendees will gain insight into the financial and operational implications of becoming an employee-owned company, including how such a transition affects company performance, governance, and employee engagement.
• Participants will identify best practices and practical guidance for successfully navigating the complexities of establishing and managing a fully employee-owned company.
Audience: CFOs, CEOs, Financial Managers
Level: Basic
The Fundamentals of Leveraged ESOP Accounting
Do you have an understanding of the fundamental accounting issues for a leveraged ESOP? This session will review how a leveraged ESOP impacts the company balance sheet and illustrate the journal entries needed for properly accounting for the initial transaction, along with the entries needed on an annual basis.The speakers will also discuss various ESOP loan structures, how to account for them, and the accounting for ESOP dividends/S distributions.
Learning Objectives:
• Demonstrate how the initial ESOP transaction impacts the financial statements.
• Explore the journal entries needed for annual ESOP accounting.
• Understand the impact of accounting for dividends and S distributions.
Audience: CFOs, CEOs, Financial Managers, Employee Owners, Professionals
Level: Basic
What Happens When You Receive an Offer on Your ESOP
The reasons for selling an ESOP company are as varied as the reasons for establishing one in the first place. In many cases, the ESOP is approached by a competitor or by a private equity firm interested in purchasing the company. This is very common, particularly if the company is successful. In other cases, the business is faltering and a sale is the only option. Sometimes, a Board may decide to seek a sale as the best option for the business, particularly if they are struggling to meet their ESOP repurchase obligations.
The main thing to be aware of is that a purchase offer is not a guarantee of sale. The ESOP Board has a duty to protect both company assets and plan participants’ investments. Many companies will form a committee to review and respond to purchase offers to ensure shareholders are protected. If the board or committee feels the offer is unacceptable, they can stop the sale process before it even begins. If the offer is acceptable, the Board and the ESOP Trustee will work together to arrive at a satisfactory solution with the Trustee providing final approval in order for the deal to go through.The most important thing to know about selling an ESOP company is whether plan participants will be treated fairly.
Learning Objectives:
• Understand that a purchase offer is not a guarantee of sale.
• Analyze if the plan participants will be treated fairly.
• Determine if a sale is in the best interests of the company and the plan participants, not just now but into the future.
Audience: Internal Trustee, CFOs, CEOs, Board Members
Level: Basic
Advanced Accounting Issues
This session explores three complex accounting topics that commonly arise in ESOP transactions: the issuance and classification of warrants, the treatment of stock appreciation rights (SARs), and the application of push-down accounting following a change in control. Using real-world examples, presenters will walk through key considerations, initial and ongoing journal entries, and the impact on financial reporting. Attendees will gain practical insights into equity vs. liability classification, fair value measurements, and the nuances of business combination accounting in an ESOP context. Ideal for financial professionals working with mature ESOPs or companies contemplating transaction-related reporting issues.
Learning Objectives:
• Understand how to account for warrants issued in connection with a leveraged ESOP transaction.
• Understand how to account for SARs issued in connection with a leveraged ESOP transaction, including election to use intrinsic value or fair value.
• Recognize when “push down” accounting may be appropriate in a leveraged ESOP transaction and understand implementation considerations.
Audience: CFOs, Financial Managers, Professionals
Level: Basic
Don't Do That With Your ESOP!
In this session we will cover some of the dos and don’ts in ESOP administration, including many common errors we see and how to spot them and avoid them. Areas of discussion will include errors related to entry, allocations, vesting, distributions, compliance, and much more.
Learning Objectives:
• You will be able to recognize common mistakes related to ESOP administration.
• You will be able to assess your plan provisions relative to those common mistakes.
• You will understand the importance of keeping the ESOP compliant.
Audience: Internal Trustee, HR Staff, CFOs, CEOs
Level: Intermediate
ESOP Litigation After Cornell
The U.S. Supreme Court’s Cunningham v. Cornell decision opened the door to more ERISA litigation. What are ESOP companies and trustees to do? This session will discuss the remedies suggested by the decision, the actual litigation strategies that may work, and other options for reducing litigation exposure and dealing with litigation when it arises.
Learning Objectives:
• Understand the impact of the Cornell decision.
• Identify the options that may address or limit ESOP litigation.
• Develop strategies to try to avoid or limit litigation exposure.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Professionals
Level: Advanced
Financial Management Considerations for ESOPs
The goal of this presentation is to review financial management strategies, so ESOPs can leverage their ownership structure to maximize benefits/returns to employees/shareholders. Financial management of ESOPs is different than non-ESOP companies due to tax benefits, the use of leverage to fund ESOP transactions, the repurchase obligation, and the administrative process. We will discuss and compare capital allocation strategies in an ESOP context against public/private companies.
This presentation will be holistic and high level, covering cash management, debt, working capital, capital investment, financial investment, and M&A. While there’s no one-size-fits-all approach, we will introduce some examples to demonstrate effective financial management strategies for ESOPs. This big picture presentation will provide food-for-thought for financial executives to ensure their financial decisions align with strategic objectives.
Learning Objectives:
• Align financial function with corporate mission.
• Equip CFOs with ESOP financial management toolkit.
• Along the way, we will cover:
- ESOPs’ place in the financial management landscape
- Challenges during the ESOP life cycle
- Capital budgeting
- Sustainability best practices
Audience: CFOs, CEOs
Level: Intermediate
Igniting the Ownership Mindset: Practical Behaviors & Leadership Tactics to Build a Thriving ESOP Culture
What separates good ESOP companies from great ones? It often comes down to mindset. In this interactive session, we’ll explore how to intentionally build and sustain an ownership mindset throughout your ESOP—starting with leadership and cascading down to every employee owner.
You’ll learn:
• The key behaviors that drive a strong ownership culture.
• Leadership tactics that reinforce accountability, transparency, and long-term thinking.
• How to integrate these behaviors into everyday actions—not just policy documents.
• Real-world rollout strategies to align both your leadership team and front-line employee owners.
Whether you’re just starting your ESOP journey or looking to reenergize your culture, this session offers actionable ideas and proven tools to help your people think and act like owners—every day.
Learning Objectives:
• • The key behaviors that drive a strong ownership culture.
• • Leadership tactics that reinforce accountability, transparency, and long-term thinking.
• • How to integrate these behaviors into everyday actions—not just policy documents.
Audience: HR Staff, CFOs, CEOs, Employee Owners
Level: Intermediate
Selling Your ESOP Company - Opportunities and Challenges
This session will cover the entire sale process from the initial decision to consider a sale transaction, through the closing of the transaction and post-closing issues and tasks. We will discuss the roles of the Board of Directors and Executive Officers, the Trustee(s), the Company’s and Trustee’s legal counsel, the Company’s investment banker, the Trustee’s independent financial advisor, and the ESOP TPA. We will also discuss the legal, financial, fiduciary, and administrative issues involved. Finally, we will discuss the action items and the the timeline for completing a transaction.
Learning Objectives:
• Understand the reasons for selling an ESOP company.
• Understand the roles of the fiduciaries and advisors in a sale transaction.
• Understand the sale process, issues, and timing.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Selling Your ESOP Owned Company - Opportunities and Challenges
This session will cover the entire sale process from the initial decision to consider a sale transaction, through the closing of the transaction and post-closing issues and tasks. We will discuss the roles of the Board of Directors and Executive Officers the Trustee(s), the Company’s and Trustee’s legal counsel, the Company’s Investment Banker, the Trustee’s independent Financial Advisor, and the ESOP TPA. We will also discuss the legal, financial, fiduciary, and administrative issues involved. Finally, we will discuss the action items and the the timeline for completing a transaction.
Learning Objectives:
• Understand the reasons for selling an ESOP Company
• Understand the roles of the fiduciaries and advisors in a sale transaction
• Understand the sale process, issues, and timing
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Lunch and Learn Sponsored by Ambroke Advisors
Women in ESOP Luncheon: Powerhouse Panel: Elevating Women's Voices in the ESOP Community
Join us for an inspiring and insightful panel discussion featuring successful women leaders from the ESOP community. This session is dedicated to amplifying the invaluable voices and contributions of women, offering firsthand accounts of their unique journeys, the challenges they’ve faced, and their remarkable triumphs in leadership.
Discover how empowering women leads to BIGGER success and innovation for your ESOP. Hear BOLDER perspectives that challenge the status quo and inspire decisive action. This panel highlights a TRANSFORMATIVE path towards a more inclusive, equitable, and dynamic future within employee ownership, ensuring every voice contributes to collective growth.
A Beginner’s Guide to the ESOP Transaction Process
For those owners considering an ESOP, the whole ESOP transaction is often a mystery: What are the steps, timeline, parties, etc. This is generally a once-in-a-lifetime event for them and that brings stressors. We want to simplify the process by covering what makes a good ESOP candidate from an intangible and financial perspective. We’ll discuss what financial models should look at to provide greater comfort on moving forward with a transaction. Finally, once that decision is made, we’ll explore the parties involved from the sell side and buy side. We will walk participants through the transaction timeline and attempt to demystify the process and the terminology. This session is designed for business owners considering an ESOP as an ownership succession strategy for their organization. We’ll start with a summary of the key intangible characteristics that make a company a good candidate for an ESOP. We will then delve into the financial aspects for ESOP candidates and the key metrics to consider before deciding to move forward with an ESOP transaction. This session also equips owners with the knowledge to identify the various advisory roles integral to the ESOP transaction process, and understand the critical tasks performed by financial advisors, trustees, valuation experts, and legal counsel, and appreciate how their roles interconnect to assist in an ESOP transaction. Our session will also provide a detailed look at the ESOP transaction timeline. This session is meant to walkthrough a practical timetable for implementing an ESOP, offering a real-world perspective from transaction advisors.
Learning Objectives:
• Consider the characteristics of an ESOP candidate from the financial and intangible perspective.
• Distinguish the duties of each transaction party on both the buy side and sell side.
• Demonstrate a transaction timeline for key milestones and parties.
Audience: CFOs, CEOs, Financial Managers, Professionals
Level: Basic
Legacy ESOPs: Web Industries: Challenges, Evolution and Opportunities for Multi-generational ESOP Companies
This session will explore the evolution of an exemplary decades-long ESOP company. Presenters will walk through this process, from ESOP formation pre S-Corp ESOP laws and share real examples of navigating growth and legacy including:
Governance, Business Strategy, M&A, Growth and Diversification, Leadership Succession, Capital Adequacy, Culture Commitment, and Navigating Uncharted Waters (Covid, financial crisis, etc.)
Learning Objectives:
• Understand the life cycle of a mature ESOP company.
• Evaluate the challenges that come with legacy businesses., including growth, leadership succession, capital planning, governance, and culture.
• Strategize opportunities for your business to have the opportunity to remain employee-owned for decades.
Audience: CFOs, CEOs, Board Members, Professionals
Level: Advanced
Legacy ESOPs: Web Industries: The challenges, evolution and opportunities for multi-generational ESOP companies
This session will explore the evolution of an exemplary decades long ESOP company. Presenters will walk through from ESOP formation pre S-Corp ESOP laws and share real examples of navigating growth and legacy including:
Governance, Business Strategy, M&A, Growth and diversification, Leadership succession, Capital adequacy, Culture commitment, and navigating Uncharted waters (covid, financial crisis, etc.)
Learning Objectives:
• Understand the life cycle of a mature ESOP company
• Evaluate the challenges that come with legacy businesses. Growth, leadership succession, capital planning, governance, ESOP and culture
• Strategize opportunities for your business to have the opportunity to remain employee owned for decades
Audience: CFOs, CEOs, Board Members, Professionals
Level: Advanced
Lifecycle of the ESOP Benefit Level
Are you in the early planning stages of selling to an ESOP, or is your company taking your existing ESOP to 100% ownership though a leveraged transaction? In this session an ESOP sustainability expert and third-party administrator will walk through setting an ESOP benefit level by selecting an appropriate loan length, transaction structures which lead to a sustainable ESOP throughout the lifecycle, and modifying your benefit level as your repurchase obligation grows.
Learning Objectives:
• Understand the numerous considerations for establishing the initial benefit level.
• Modifying existing benefit level during ESOP lifecycle.
• Make changes to existing distribution policy to maintain a sustainable ESOP.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Mock Board Meeting: a Board Discussion of Managing Cash & Capital Allocation in Mature ESOPs,
This session continues our series of Mock Board Meetings, in which the panel acts out a live Board or Board Committee meeting to explore a particular topic of common interest to boards in ESOP companies. We will introduce our made-up sample ESOP company, the Washington TEA Company. We will introduce our Board committee members (panelists). We will introduce the topic of managing company cash and debate the alternatives. As a successful mature 100% S-ESOP, our made-up company has accumulated significant cash. The question before the Mock Board here is how best to allocate that cash for competing purposes. How much should we save for current and anticipated working capital; how much do we need to invest in routine CAPX; how much will we require to meet current and mi-term anticipated repurchase obligations; how much should we consider “available for strategic investment,” e.g. in a potential acqusition, new business line, or expanding into new geographies; and, in these uncertain times, how much should we simply hold and invest for the future? We will alternate several times between inviting and respond to audience questions, and then returning to the Mock Board discussion amongst the panelists.
Learning Objectives:
• Recognize the challenges faced by mature ESOPs who have accumulated material cash balances.
• Analyze the different potential priorities for investing cash and the tradeoffs among them.
• Evaluate the strengths and challenges of pursuing various cash investment strategies to best support the long-term health of their ESOP companies.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Workshop #1 Title: Building a Thriving ESOP Culture: HR & Communication Strategies for Success
This interactive workshop is designed for HR and Communications professionals in ESOP companies who are passionate about fostering a strong employee ownership culture. We’ll dive deep into three critical areas: Recruiting & Retention, Onboarding, and Communications/Employee Ownership Month Activities. Through practical exercises and collaborative discussions, you’ll gain actionable strategies to attract top talent, create a seamless onboarding experience, and effectively communicate the value of employee ownership. Join us to learn how to empower your employees, strengthen your ESOP, and build a thriving workplace where everyone feels invested in the company’s success.
Workshop #2: Maximizing ESOP Value: A Deep Dive into Repurchase, Valuation, and M&A
This intensive workshop is designed for ESOP companies and professionals seeking to optimize the financial performance and sustainability of their plans. We’ll delve into the critical aspects of repurchase obligation, valuation, and mergers & acquisitions, providing you with the knowledge and tools to navigate these complex areas and maximize the value of your ESOP.
Board Practices: Staying Ahead of the Curve
Join us for an informative panel discussion featuring an ESOP attorney, an ESOP banker—both of whom serve as outside Board members—and a seasoned ESOP consultant with expertise in executive compensation and sustainability matters.
In this session, we will explore best practices and common pitfalls through a role-playing format. Our panelists will address typical scenarios at various stages of the ESOP lifecycle, including formation, debt repayment, mature repurchase obligations, and funding considerations.
We will feature a “seasoned, thoughtful” Board member alongside a member with “potential conflicts” due to their background as a former selling shareholder. This setup will help us examine Board dynamics and focus on strategies to stay ahead of the curve and avoid pitfalls.
Designed to be engaging and practical, this session aims to provide valuable insights into effectively navigating the challenges and opportunities within the ESOP lifecycle. Whether you’re experienced in ESOPs or new to the field, you will gain useful knowledge and a better understanding of Board considerations.
Learning Objectives:
• Understand general board duties to the ESOP shareholder.
• Demonstrate knowledge of a potential board member conflict.
• Implement best practices to improve board function and lower risk.
Audience: CEOs, Board Members, Professionals
Level: Intermediate
ESOP Valuation and Communicating Through Change
This session will focus on how ESOP companies can effectively communicate valuation outcomes during periods of business transition, market fluctuation, or operational change. Participants will explore how internal and external factors influencing valuation, such as growth initiatives, restructuring, or temporary volatility, can be framed to preserve transparency and ownership engagement. The session will present frameworks for aligning valuation education with employee understanding and expectations, particularly when share values shift due to dynamics outside their direct control. Attendees will leave with tools for developing communication strategies that foster trust, clarity, and long-term commitment to the ESOP vision.
Learning Objectives:
• Describe how ESOP valuations are conducted, including key methodologies, inputs, and the impact of business performance and market conditions.
• Differentiate communication approaches based on audience needs, company context, and the nature of ESOP valuation changes.
• Implement transparent messaging strategies that strengthen trust and reinforce an ownership culture during change.
Audience: CFOs, CEOs, Board Members
Level: Intermediate
Getting it Right the First Time: Avoiding Pitfalls in ESOP Census and Compensation
Accurate reporting is essential to the success of your ESOP. However, many errors can unknowingly be introduced during the data collection and reporting process - leading to incorrect allocations, failed compliance tests, participant confusion and costly corrections. This session will focus on how to avoid these common data pitfalls by getting it right the first time. Attendees will learn how to properly report census information, understand how compensation is defined in the plan document, and correctly track hours for their employees. Examples and actionable tips will be shared to encourage hands-on application of the material learned. Attendees will leave with a clearer understanding of how good data, and good data reporting, ensures better outcomes for plan sponsors and their participants.
Learning Objectives:
• Identify the critical data elements, such as census information, hours, and compensation, needed for accurate ESOP administration.
• Interpret compensation definitions in the plan document and determine which pay types must be included or excluded.
• Accurately track and report hours for employees.
Audience: HR Staff, CFOs, Financial Managers
Level: Basic
Unpacking Cost of Equity: Driving Value
Join us for an insightful session where we delve into the intricacies of the cost of equity and explore how this critical financial metric can be leveraged to drive value for ESOP companies. This session will provide a comprehensive understanding of the factors influencing the cost of equity and offer practical strategies for managing these elements to enhance company performance and shareholder value.
Learning Objectives:
• Understand relative impact of larger economic factors versus specific company factors on valuation.
• Categorize impact of company specific risk on company value.
• Identify areas at your company with biggest potential impact on company specific risk.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members
Level: Advanced
A Year in the ESOP Life: Coordination Between Plan Sponsor and Providers
Successfully managing the ESOP administrative timeline in coordination with the company’s communication plan requires seamless coordination between external partners and internal company teams. While presentations often focus on TPA responsibilities, company attendees—especially those in HR and benefits roles—are often left wondering, “Okay, now what?”
This session bridges that gap by presenting a practical, “year in the life” walkthrough from various perspectives. Co-led by a TPA representative and an internal company administrator, this session will highlight key actions, deadlines, and best practices across the plan year. Attendees will gain insight into:
- The timeline of TPA activities and how they drive the process.
- Internal processes for compiling data, responding to TPA requests, securing approvals, and documenting decisions.
- Common pain points and how to address them proactively.
- Tips for improving communication and efficiency between all stakeholders.
- Development of example timeline.
Learning Objectives:
• Implement a successful communication strategy related to the ESOP administration process.
• Identify the stakeholders involved and corresponding responsibilities including interactions with other parties.
• Understand the process for creating and monitoring an annual timeline with the result of timely, accurate delivery of all related products from internal and external customers.
Audience: Internal Trustee, HR Staff, CFOs, Professionals
Level: Basic
Impact of Repurchase Methods on Value Allocation
The session will provide a brief refresher on repurchase obligation methods and funding strategies. From there, we will delve into how each repurchase obligation method impacts all of the equity stakeholders. The session will also discuss how funding methods tie into the per-share value. Using examples, several scenarios will be explored to show how different methods/approaches have different outcomes for each of the equity stakeholders groups (current, former and future ESOP participants & those with equity claims outside of the ESOP.
Learning Objectives:
• Analyze current and future strategies to better manage repurchase obligation and avoid pitfalls.
• Understand the different groups impacted by repurchase obligation decisions made by senior leadership and the Board.
• Design a more effective repurchase obligation plan which will balance active, former and future ESOP shareholders, synthetic equity, and outside shareholder benefits.
Audience: Internal Trustee, CFOs, Financial Managers, Board Members
Level: Intermediate
Navigating Governance: Strategies for Board Effectiveness
As a shareholder, the ESOP is responsible for voting its shares of stock to elect members of the Board of Directors and subsequently monitoring actions taken by the Board. Effective corporate governance, however, is not solely an ERISA construct. This session will explore (i) alternatives for electing an appropriate mix of individuals to serve on the Board, (ii) what corporate activities are relegated to the Board and (iii) the standards imposed on Directors to make appropriate decisions. The panel will further review what protections may be offered by effective structuring of the Board of Directors and/or utilization of appropriate special Board committees.
Learning Objectives:
• Understand the legal standards that guide Directors in their decision-making processes.
• Analyze how the composition and organization of the Board can safeguard the interests of the company and its shareholders.
• Evaluate the role and benefits of special committees in enhancing Board governance and oversight.
Audience: Board Members, Professionals
Level: Advanced
Around the World Sponsor Showcase & Reception
Explore uniquely themed hospitality rooms, each designed and decorated by our generous sponsors. Indulge in delicious lite bites inspired by each destination. This is a fantastic opportunity to meet up with old friends and make new lasting connections while experiencing a global culinary and cultural adventure.
Audience: All Attendees
General Session: How to Win at Anything with Stefanie Couch
Stefanie Couch’s “How to Win at Anything in Life” provides actionable framework and mindset shifts necessary for employee-owned companies to achieve BIGGER growth, take BOLDER strategic risks, and undergo TRANSFORTMATIVE changes in their opeations and culture, ultimately leveraging the unique power of employee ownershp for unparalleled success.
Audience: All Attendees
Adequate Consideration - Let's Focus on Process
Determining adequate consideration in an ESOP transaction context requires a good faith fair market value determination by an ESOP Trustee. This session will discuss the historical lack of guidance and clarity around adequate consideration and current efforts to define adequate consideration. The session will discuss how ESOP litigation and enforcement efforts often get bogged down into a battle of the experts debating valuation minutiae. There needs to be a return to a process-based focus – the session will discuss valuation process best practices.
Learning Objectives:
• Recognize the controversy surrounding adequate consideration.
• Understand efforts to reform adequate consideration.
• Apply process best practices when determining fair market value from a Trustee’s perspective.
Audience: Internal Trustee, CFOs, Board Members, Employee Owners, Professionals
Level: Intermediate
Creating and Sustaining an ESOP Communications Committee
One of the most overlooked items in an ESOP transaction is having a plan of how you are going to communicate and train all the employees on what an ESOP is, what it means to them, and better yet how they can affect it. The most effective way to do this is by creating an ESOP Communications Committee. Another name for this is an Ownership Culture Committee. In this session you will learn why you should do this, how to create one, and how to sustain the committee.
Learning Objectives:
• Learn who should be on the committee and how are they selected.
• Learn what should be included in the committee charter/guidelines.
• Learn the roles and responsibilities of committee members.
Audience: HR Staff, CFOs, CEOs, Employee Owners
Level: Basic
Executive Compensation Based on Economic Value Added: An Introduction
This session will explore the basics of executive compensation and how it can be related to the value of the company. We will discuss if value-based compensation matters in an ESOP-owned company and how incentive pay can be modeled and administered.
Learning Objectives:
• Understand the basic concepts of executive compensation.
• Relate executive compensation structure to company value.
• Implement a value-based executive compensation plan.
Audience: CFOs, CEOs
Level: Basic
Getting the Right Board, and Getting the Most Out of Them
This session will identify key issues that ESOP Boards need to navigate successfully to keep the company moving forward. We will discuss how to identify key skills needed for your next Board member. Real-life examples will be discussed, a proper course of action will be presented and helpful ideas and best practices will be shared. We’ll also share a few stories on what not to do. This session is presented by a member of an institutional trustee that has 35+ years of industry experience and attends at least 40 Board meetings each year, and an ESOP consultant that sits on mutliple ESOP company Boards and consults with 50 ESOP companies a year.
Learning Objectives:
• Gain a deeper understanding of the roles of the Board and the Trustee.
• Analyze the current needs in your boardroom.
• Expand your resources on how to get the most out of your Board and Trustee.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Employee Owners, Professionals
Level: Intermediate
Navigating Annual ESOP Audit and Reporting Issues
The presenters will review which ESOPs meet ERISA requirements for annual audits and will discuss key audit areas. The ESOP pros will discuss how the annual ESOP reporting process works, which starts with tips on how to organize and gather information, then subsequently submitting to the TPA, and subsequently, the auditors. Real-life success stories and failures will be shared to showcase audit, recordkeeping, and compliance issues. Whether you are a new, a growing, or a mature ESOP, there is valuable information to gain from this presentation.
Learning Objectives:
• Understand what ESOPs are required to have an annual ERISA audit.
• Formulate ideas to work ahead on your fiduciary checklist to ensure ESOP audit success.
• Recognize key elements that are examined in an annual ESOP ERISA audit.
Audience: HR Staff, CFOs, CEOs, Financial Managers, Professionals
Level: Intermediate
Navigating ESOP Transactions in the Healthcare Industry
ESOPs are gaining traction in the healthcare sector as organizations recognize the strategic and cultural benefits of employee ownership. This session will explore the unique complexities of structuring ESOP transactions within the healthcare industry. Topics will include navigating corporate practice of medicine considerations, understanding the nuances of healthcare company valuations, and addressing the distinctive challenges these valuations may present. Attendees will also gain insights into common pitfalls to avoid and the long-term advantages employee ownership can offer healthcare organizations.
Learning Objectives:
• Recognize and address the complex ESOP structuring issues with healthcare companies.
• Understand valuation methodologies used to value healthcare organizations.
• Appreciate the unique benefits of ESOP-owned medical practices and recognize some of the common pitfalls.
Audience: Internal Trustee, Professionals
Level: Advanced
Overview of an ESOP Process From Feasibility to Closing
Considering an ESOP for your business? This session offers a walkthrough of the entire ESOP process—from initial exploration to successful transaction closing. Designed for business owners, executives, and advisors, the presentation will break down each major phase of the ESOP lifecycle to help you understand what’s involved, whom to engage, and how to navigate critical decisions. Whether you’re exploring an ESOP as a succession strategy, employee benefit, or liquidity event, this session will provide the foundational knowledge you need to move forward with clarity and confidence.
Learning Objectives:
• Describe the basic structure and purpose of an ESOP. Understand how an ESOP works as a business transition and employee benefit tool.
• Identify key steps in the ESOP process. Gain clarity on the typical timeline involved in implementing an ESOP. Understand what happens during due diligence, negotiation, funding, and closing.
• Explain the roles of key advisors and professionals involved in an ESOP transaction. Know who you need on your team—trustees, legal counsel, valuation experts, lenders—and what they do.
Audience: HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners
Level: Basic
Regulatory Update
What S Corporations Need to Know About 409(p)
Code Section 409(p) is an important compliance requirement for S Corporation ESOPs. Prevention is key as failure is not an option. This session will give a comprehensive overview of the testing mechanics and prevention methods. Both plan sponsors and professionals will gain an understanding of why the test is so critical and strategies for ensuring compliance.
Learning Objectives:
• Describe the intent and evolvement of Code Section 409(p).
• Understand the mechanics and components of the two-part test.
• Identify the consequences of violation and methods for preventing failure.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Professionals
Level: Advanced
What To Expect As A New ESOP: Part 1
After the close of an ESOP transaction, new responsibilities emerge, and it can be confusing to understand everything that needs to happen and when. This session will identify key tasks, clarify who is responsible for what, and outline the timeframe and deadline for each task. You’ll hear from a panel of professionals who represent the Trustee, valuation firm, TPA, and communications consultant to get a comprehensive view of your first year as an ESOP. Coming out of this session, you’ll have a better understanding of the annual administrative tasks and how to set your ESOP up for success along the way.
Learning Objectives:
• Formulate a timeline for administrative tasks and responsible parties.
• .
• Formulate a communications plan.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners, Professionals
Level: Basic
Benefits of Selling to an ESOP
Partial or 100% sale affordability and how to “ease” into an ESOP will be discussed. Consider the timing of future sales, and how this may influence the design of the transaction and duration of financing, including:
How will stock be paid for? Installments? How long? Accelerating payments to ESOP reduces taxable income but increases repurchase obligation. Structure affects benefits policy. Quicker payments early on mean employees in early years receive larger benefits. Payments spread out over a longer period balance over time, but tax benefits are delayed.
Learning Objectives:
• Understand ESOP sale structure options.
• Develop how money flows
• Define IRC 1042 Election.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners, Professionals
Level: Advanced
Cybersecurity & Electronic Records Management
DOL Common Interest Agreements - What Are They About, How Are They Used, And What Can We Expect In the Future?
In this session, the speakers will address so-called common interest agreements between the Department of Labor and law firms representing private plaintiffs in ESOP cases. Over the past couple years, these agreements have come to light as a means by which the DOL shares information with attorneys representing plaintiffs in private litigation. These agreements may provide a means for plaintiffs’ attorneys to obtain information about ESOP transactions and administration without first initiating litigation and engaging in formal discovery. Some are concerned that through these common interest agreements, the DOL essentially “deputizes” private plaintiffs to pursue litigation that the DOL itself is not prepared or equipped to undertake. The speakers discuss practical issues these agreements trigger in responding to DOL investigations, and discuss how courts have addressed issues involving common interest agreements during the course of litigated matters.
Learning Objectives:
• Recognize the increased use of common interest agreements between the Department of Labor and plaintiffs’ law firms.
• Understand the potential impact of a common interest agreement between DOL and private plaintiffs’ law firms when responding to a Department of Labor investigation.
• Formulate strategies for protecting fiduciaries and plan sponsors whose information may be the subject of a common interest agreement between the DOL and private plaintiffs’ law firms.
Audience: Internal Trustee, Board Members, Professionals
Level: Intermediate
ESOP Holding Company Acquisitions - Diligence to Integration.
This presentation will cover the comprehensive process of ESOPs making acquisitions, from initial due diligence to successful integration. It will highlight key strategies for evaluating potential acquisitions, identifying risks, and ensuring smooth transitions. Attendees will gain insights into best practices for managing post-acquisition integration and maximizing value for stakeholders. The due diligence process will be thoroughly examined, emphasizing the importance of thorough research and analysis in identifying potential challenges and opportunities. Join us to explore the critical steps and considerations in ESOP holding company acquisitions.
Learning Objectives:
• Provide a comprehensive understanding of the due diligence process and its critical components. Highlight the need to ensure the accuracy and reliability of earnings and customer reports.
• Emphasize the importance of collaborating with professionals who specialize in due diligence. This includes understanding their roles and how they contribute to the acquisition process.
• Conducting Board Fiduciary Analysis: the significance of conducting a fiduciary analysis by the Board. This is crucial for evaluating the financial health and potential risks associated with acquisitions.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Advanced
How To Review & Approve a Valuation Report
Navigating Executive Communications Through Change
Change is inevitable, but how executives communicate through it can make or break trust. In this session, we’ll explore how ESOP leaders can align their messaging with a culture of shared ownership, reinforcing transparency and accountability during moments of transition. Attendees will learn how to tailor communications across diverse employee owner audiences, use executive visibility as a stabilizing force, and position messaging as a strategic tool for retention and engagement. Whether navigating leadership transitions, growth strategies, or external challenges, this session equips executives with the tools to communicate clearly, confidently, and in a way that deepens employee alignment with long-term business goals.
Learning Objectives:
• Attendees will understand how to align executive messaging with the core values of an employee-owned culture to build trust and maintain organizational cohesion during periods of change.
• Attendees will be able to develop strategies for delivering clear, consistent, and audience-specific communications that resonate with employee-owners across all levels of the company.
• Attendees will learn how to leverage executive visibility and communication as a leadership tool to drive engagement, retention, and forward momentum throughout transitions.
Audience: HR Staff, CFOs, CEOs, Employee Owners
Level: Intermediate
Obtaining Adequate Insurance for ESOP Companies
The panel will discuss Directors and Officers and fiduciary liability insurance policies, including general scopes of coverages. They will discuss common problems with insurance in ESOP companies and how to review your policies to avoid such problems. They also will discuss coverage for ESOP transactions, including tail policies and common gaps/exclusions. They will give some guidance on what constitutes adequate insurance for ESOP companies.
Learning Objectives:
• Assess a management liability insurance policy.
• Understand how insurance programs change in ESOP transactions.
• Determine whether they may need additional insurance protection.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners, Professionals
Level: Basic
Pain Points of an ESOP Transaction
In this session, we will discuss common pain points experienced while negotiating an ESOP transaction from the perspective of a Trustee, a valuation advisor, and an attorney. There is much more to negotiating an ESOP transaction than determining the purchase price. Often, it can be other items that require the most negotiation. During this session, we will discuss these items, why they are important to various parties, and how best to tackle them in negotiations.
Learning Objectives:
• Understand common pain points of negotiating an ESOP transaction experienced by various stakeholders.
• Understand strategies to preemptively address common pitfalls of an ESOP transaction.
• Understand how each piece of the ESOP transaction puzzle fits into the overall negotiation process.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Professionals
Level: Intermediate
Preparing for DOL & IRS Audits
What To Expect As A New ESOP: Part 2
In this roundtable discussion, we’ll dive deeper into our discussion during Part 1 about the roles of your ESOP advisors and provide participants with a calendar template to plan out their first-year responsibilities. Participants will: (1) actively learn from other new and soon-to-be ESOPs about what they’re doing, (2) have the ability to ask all their burning questions about the transition to an ESOP, and (3) leave with a general 12-month calendar of what they need to do next.
Learning Objectives:
• Compile calendar of administrative tasks.
• Implement communication strategies to roll out the ESOP and beyond.
• Develop an understanding of information that will be required to complete administrative tasks.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners, Professionals
Level: Intermediate
Networking Lunch
Audience: All Attendees
General Session: As an ESOP what to look for when aquiring a non ESOP company
Acquiring a non-ESOP company can be a strategic move for an ESOP, but it presents unique challenges and considerations. This session will guide you through the key factors to evaluate when considering such an acquisition, ensuring a successful transition and maximizing value for your ESOP
Audience: All Attendees
General Session: How to Steer Your Business Through the Current Economy with Richard Wobbekind
Richard Wobbekind’s keynote provides the vital economic intelligence and actionable strategies needed for employee-owned companies to not only survive, but to truly thrive and emerge by strategically navigating the complexities of the current economic landscape.
Audience: All Attendees
Annual Meetings
Changing Plan Provisions to Tackle Business Challenges
During this session our presenters will discuss how changes in the business may have an effect on the engagement of employee owners and the culture which you have built. Through a case study the presenters will discuss the current plan design and provisions. They will then discuss plan design elements which can be changed and why a plan sponsor might consider making the change. Additional discussion items regarding timing and effect of changes including distribution policy updates, to segregate or not to segregate and other interesting options will round out the session. Join this session if you are struggling with employees who aren’t “buying into” your ESOP.
Learning Objectives:
• Apply the case study to their own company to identify areas of potential concern.
• Construct an action plan of ideas which may maximize the value and engagement of ESOP employee owners.
• Understand key factors and constraints related to plan design changes.
Audience: CFOs, CEOs, Board Members
Level: Intermediate
Corporate Duties v. ERISA Duties in an ESOP Owned Company - Where is the Line Drawn?
In this session, Rick Pearl and Ty Fukumoto will discuss the distinctions between corporate duties and ERISA duties. The session will cover when ERISA fiduciary duties are implicated and examples of decisions that implicate ERISA fiduciary duties. The speakers also will discuss lawsuits that raise questions about the duties of ESOP trustees and board members, and whether those are corporate duties or ERISA duties.
Learning Objectives:
• Define the roles of boards and trustees in ESOP owned companies
• Recognize situations that might implicate ERISA fiduciary obligations
• Understand when to seek advice from outside counsel in certain situations
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Corporate vs. ERISA Duties in an ESOP Company: Where is the Line Drawn?
In this session, Rick Pearl and Ty Fukumoto will discuss the distinctions between corporate duties and ERISA duties. The session will cover when ERISA fiduciary duties are implicated and examples of decisions that implicate ERISA fiduciary duties. The speakers also will discuss lawsuits that raise questions about the duties of ESOP Trustees and Board members, and whether those are corporate duties or ERISA duties.
Learning Objectives:
• Define the roles of Boards and Trustees in ESOP companies.
• Recognize situations that might implicate ERISA fiduciary obligations.
• Understand when to seek advice from outside counsel in certain situations.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
De-Risking the Deal: Why Boards Need Their Own Fairness Opinions in ESOPs
In ESOP transactions, the focus is often on the Trustee’s fiduciary role—but what about the Board of Directors? This session explores why corporate Boards should proactively seek their own fairness opinions when approving an ESOP deal. Join Renee Lewis of Polsinelli and Greg Cook of Prairie Capital Advisors as they walk through the legal, financial, and governance considerations that drive the need for a separate, Board-side opinion. Attendees will gain practical insights into when and how Boards should engage advisors, the evolving regulatory landscape, and how to align with best practices to mitigate risk. Whether you’re an internal stakeholder or a trusted advisor, this session will equip you with tools to help boards make informed, defensible decisions.
Learning Objectives:
• Differentiate the roles and fiduciary responsibilities of the Board of Directors vs.the ESOP Trustee in a transaction.
• Evaluate the benefits and strategic value of obtaining a Board-side fairness opinion in ESOP transactions.
• Identify best practices for engaging financial and legal advisors to support the Board’s independent decision-making process.
Audience: CFOs, CEOs, Board Members
Level: Intermediate
Don't Gamble with Your ESOP: Essential Fiduciary and Audit Insight
An experienced auditor and TPA will discuss the mechanics behind annual ESOP reporting, including helpful tips to organize and gather information submitted to both the TPA and auditor. Real-life success stories and failures will be shared to showcase audit, recordkeeping, and compliance issues. ESOP “gold standard” best practices related to audit and regulatory examination hot topic areas will be discussed. ESOPs of all shapes and sizes have information to gain from this session.
Learning Objectives:
• Formulate ideas to proactive create your fiduciary checklist ensuring ESOP audit and annual reporting timeliness.
• Discuss common plan sponsor mistakes and how to avoid them.
• Recognize key elements which could scrutinized in either an annual ESOP ERISA audit or regulatory examination.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Professionals
Level: Intermediate
ESOP Valuation in Uncertain Times
First, we’ll provide a quick overview of valuation process. Second, we delve into some of the major economic uncertainties at present time. Third, we’ll discuss how these uncertainties may impact various parts of the valuation. Fourth, how various changes may impact final value conclusions.
Learning Objectives:
• Understand some of the major economic changes from a year ago.
• Recognize how some of these economic changes may impact ESOP valuation.
• Anticipate some of the diligence questions necessitated by the economic changes.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Professionals
Level: Advanced
Race to ESOP: Insights to Cross the Finish Line and Keep Racing
This session uses a dual-race car metaphor to highlight two critical, parallel tracks: the race to close the ESOP deal and the longer race to build a thriving ownership culture. Presenters will share real-world insights from both the ESOP professional and company perspectives, covering what they wish they had known before, during, and after the transaction. Topics will include assembling the right advisory team, employee communication strategies, common post-close missteps, and how to plan for cultural, financial and administrative sustainability beyond year one. Whether you’re considering an ESOP or just crossed the finish line, this session will help you avoid burnout in the pit and keep driving toward long-term success.
Learning Objectives:
• Differentiate between the financial and cultural components of an ESOP and identify when to prioritize each.
• Design a phased communication and rollout strategy that aligns with both employee understanding and organizational culture.
• Evaluate how to adapt post-transaction strategies, such as owner communications, education, and financial planning, as the ESOP matures.
Audience: HR Staff, CFOs, CEOs, Financial Managers, Employee Owners
Level: Basic
Stepping Carefully Through the Minefields: Legal Update
This session will discuss recent legal developments affecting ESOP formation and operation. More than 50 years after ERISA was signed into law, the DOL still has not published a final rule on a critical definition for ESOP creation. A recent series of cases will be discussed that serve to remind ESOP fiduciaries that their duties extend to assets other than employer stock. Is it really true that the routine practice of converting terminated participants’ stock account to cash is impermissible?
Learning Objectives:
• Understand how the lack of a final rule on adequate consideration affects ESOP creation.
• Describe appropriate procedures for the investment of ESOP assets other than employer stock.
• Analyze whether the common practice of cashing out employer stock following a participant’s termination is consistent with ERISA.
Audience: Internal Trustee, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Acquisitions of Other Companies
Have you considered or looked at acquiring another company or is it just too much to consider. We will provide you with guidance on some key points to consider when you want to acquire another company. We will discuss who, beyond senior management, is involved in an acquisition from the company and a professional’s perspective in addition to laying out the process and some key considerations.
Learning Objectives:
• Understand the acquisition process and the parties involved.
• How to assess acquisition readiness and steps to prepare for an acquisition.
• What to expect during the actual process and how it may differ in an ESOP.
Audience: Internal Trustee, CFOs, CEOs, Board Members
Level: Intermediate
CEO Transition: Preparing for the Next Chapter of Your ESOP
CEO transitions are one of the most important things an ESOP goes through. If not done well, the company (and the ESOP) can suffer and may have a tough time recovering. However, if the transition is well thought out and executed well, the company can/should keep growing and providing great value for the employee owners. In this session we’ll discuss the timing, key steps and activities and who is involved in these critical transitions to make them go as smoothly as possible.
Learning Objectives:
• Construct the basics of a plan for a CEO transition.
• Recognize critical timing and activities for a successful transition.
• Understand how to begin building a profile of the next CEO of the company.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Board Members
Level: Advanced
Company Acquisition of Other Companies
Have you considered or looked at acquiring another company or is it just too much to consider. We will provide you with guidance on some key points to consider when you want to acquire another company. We will discuss who, beyond senior management, is involved in an acquisition from the Company and a Professionals perspective in addition to laying out the process and some key considerations.
Learning Objectives:
• Understand the acquisition process and the parties involved
• How to assess acquisition readiness and steps to prepare for an acquisition
• What to expect during the actual process and how it may differ in an ESOP.
Audience: Internal Trustee, CFOs, CEOs, Board Members
Level: Intermediate
Exploring Options When Benefit Levels Exceed Targets
This session meant for mature ESOPs who are providing participants with benefits through the ESOP well in excess of the Board’s goal. It will review the basics of repurchase obligation and key definitions. The session will then delve into evaluating the reasonableness of current targets and explore the parties affected by any changes made by the plan sponsor and Board. Last, the session will go through two case studies showing how different decisions impact a repurchase analysis and how to evaluate the analysis performed.
Learning Objectives:
• At the end of the session, the attendee will be able to understand the broad level course correcting options available.
• At the end of the session, the attendee will be able to conduct a prudent analysis of their available data.
• At the end of the session, the attendee will be able to differentiate between the different groups their decisions affect.
Audience: CFOs, CEOs, Financial Managers, Board Members
Level: Intermediate
How to Make Your ESOP 10% Better
You’ve got this ESOP stuff down. The annual ESOP administration is running smoothly, and the ESOP’s Form 5500s are filed on time. But what if there were simple changes which could make your ESOP a little better, maybe even 10% better? This session will cover a few ideas and concepts that might help you love your ESOP even more. Topics discussed will include: 1) investment policies; 2) corporate “hygiene”; 3) organizational development and 4) any questions that you bring with you.
Learning Objectives:
• Understand investment policies.
• Identify ESOP-related documents which need to be retained.
• Understand how corporate organization might change after an ESOP transaction.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Board Members, Employee Owners, Professionals
Level: Intermediate
Taylor Guitars: Making Employee Ownership Work the Taylor Way
- Harvard Business School’s approach to analyzing company culture and effects of employee ownership.
- Learn how Taylor Guitars included non-US employees into the ownership structure and culture.
- Understand Taylor Guitars’ approach to Board of Director selection and approach to governance.
- Why the shareholders elected to pursue an ESOP over other transaction alternatives.
Learning Objectives:
• Assess and analyze your company’s culture.
• Learn how employee ownership can enhance culture and possible pitfalls to avoid.
• Understand the importance of employee culture in a global manufacturing company.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Employee Owners, Professionals
Level: Intermediate
Unlocking Value and Flexibility: Financing ESOP Transactions with Warrants
In today’s evolving ESOP transaction landscape, structuring creative and flexible financing solutions is critical to closing successful deals and achieving stakeholder alignment. One advanced tool increasingly used is the warrant — a financial instrument that offers sellers upside potential while managing cash flow and risk.
This session will explore the strategic role of warrants in ESOP transactions. Melissa Thomas will share insights on fiduciary considerations and valuation implications, while Phillip Chou and Jacob Cook, two seasoned ESOP advisors, will discuss practical structuring techniques, market trends, and seller perspectives. Attendees will learn how warrants can bridge valuation gaps, incentivize performance, and create win-win outcomes for selling shareholders, employees, and ESOP Trustees.
Learning Objectives:
• Gain a clear understanding of what warrants are, how they function in ESOP financing, and why they are used in conjunction with seller notes or other financing layers.
• Learn the key factors Trustees and fiduciaries must consider when evaluating warrants in a transaction, including fair market value implications and potential conflicts of interest.
• Discover best practices from real-world transactions on structuring and negotiating warrants to meet seller objectives, enhance employee benefit value, and support company sustainability.
When the DOL Comes Knocking: Best Practices, Pitfalls, and Lessons Learned
A letter from the DOL notifying various parties to an ESOP transaction or ESOP fiduciaries of an audit or investigation can be frustrating and dreadful. This presentation will educate and prepare you in case that day comes. We will start by describing the process that the DOL takes when conducting investigations and the items most likely to trigger an investigation. We will explain practices, both at closing of a transaction and after a transaction, that fiduciaries can implement to be in a position to respond quickly to any DOL audit. In addition to explaining how to prepare for a presentation, we will perform a mock DOL investigation to demonstrate issues and strategies to consider when responding to an investigation. These include managing the scope of document requests, navigating tolling agreements, and understanding privilege issues. These strategies are particularly relevant given the discovery that the DOL sometimes may share information learned in an investigation with plaintiff firms. We will discuss this development and proposed legislation to remedy that. In short, forewarned is forearmed.
Learning Objectives:
• Explain allegations and issues that typically trigger a DOL audit or investigation.
• Implement practices that provide a document record in preparation for a potential investigation.
• Understand strategic decisions to be made when responding to and negotiating with the DOL over the scope of an investigation.
Audience: Internal Trustee, HR Staff, Board Members, Professionals
Level: Intermediate
Chapter End Zone Extravaganza
Enjoy a tailgate feast featuring regional favorites from each of The ESOP Association’s 19 nationwide chapters. Think mouthwatering BBQ from the South, savory seafood from the Northeast and everything in between. Its the perfect opportunity to network with colleagues and engage with sponsors while celebrating the success of another fantastic conference.
Audience: All Attendees
Closing General Session with Jim Bonham and Michael Easter
This pivotal session will commence with opening remarks from CEO and President Jim Bonham, who will deliver a comprehensive State of the Association address.
Following Jim’s address, the session will feature Michael Easter and his powerful keynote based on his acclaimed book, Scarcity Brain. Michael will explore the pervasive “craving mindset” that often leads to burnout and dissatisfaction. Discover how to TRANSFORM your perception of sufficiency and rewire your habits to achieve authentic, sustainable success.
Audience: All Attendees
ESOP Sustainability: Mitigating Risk.
As part of the ESOP Essentials track, “ESOP Sustainability: Mitigating Risk” will analyze the lessons ESOP professionals, Trustees, and Board members can learn from two recent ESOP cases. One case is still in litigation at the district court level, and the other is on appeal at the Seventh Circuit following a district court win. The speakers will discuss how these cases can shape decision making for mature ESOPs and help decision makers assess and mitigate risks in releveraging transactions and in third-party sales. The speakers each have personal knowledge of the cases they plan to discuss and can provide insights beyond what is written in court opinions.
Learning Objectives:
• At the end of the session, the attendee will be able to assess risks related to releveraging transactions.
• At the end of the session, the attendee will be able to understand trustee obligations in a third-party sale transaction.
• At the end of the session, the attendee will be able to understand obligations of individuals involved in day to day negotiations in a third-party sale transaction.
Audience: Internal Trustee, CEOs, Board Members, Professionals
Level: Basic
I Can't Drive 55!: ESOP Limits
The regulations controlling the operation of qualified retirement plans are replete with various limits. Several of these limits apply to ESOPs. Learn which limits affect ESOPs, how the limits are applied, actions to take if a limit is exceeded and methods to decrease the possibility that a plan will exceed the limits.
Learning Objectives:
• Identify regulatory limits that affect ESOPs.
• Describe how each regulatory limit impacts ESOP operation.
• Identify methods utilized to prevent an ESOP from exceeding regulatory limits.
Audience: HR Staff, CFOs, Employee Owners, Professionals
Level: Intermediate
Leading through Uncertainty, Change and Crisis
No doubt you’ve heard the term VUCA (volatility, uncertainty, complexity, ambiguity) to describe the environment organizations must compete in, and in which leaders are called to lead. Perhaps the description has never been more apt than during the past five years: from the onset of the COVID-19 pandemic, revolutionary changes in technology, to the global uncertainties facing businesses today, the demands on leaders have never been greater. Join us for this interactive roundtable to: 1.) connect with other ESOP leaders facing the challenges of VUCA; 2.) increase your awareness of how you, and those you lead, respond to uncertainty, change and crisis; and 3.) learn specific frameworks and skills for navigating VUCA that foster resiliency and growth, for your employee-owners and your organizations.
Learning Objectives:
• Recognize how you, and those you lead, react to uncertainty, change and crisis.
• Understand new frameworks and skills for leading during times of uncertainty, change and crisis.
• Identify the opportunities provided by uncertainty, change and crisis to foster greater resiliency and growth, organizationally and individually.
Audience: CEOs, Employee Owners
Level: Intermediate
Next Up: Preparing Future Generations to Lead
As employee-owned companies look to the future, one of the most pressing questions is: Who are our Next Generation of Leaders? This interactive session invites emerging leaders, seasoned mentors, and curious employee owners to explore what it takes to step into leadership roles in an ESOP environment and shares strategies about how to implement an effective leadership development initiative.
Participants will engage in candid discussions about the unique challenges and meaningful opportunities that come with leadership in an ownership culture—where decision-making, accountability, and stewardship often carry broader implications than in traditional corporate settings.
They will also hear a case study from a successful employee-owned company about the impact of their leadership development initiative
Learning Objectives:
• Identify at least 3 core competencies essential for success in an employee-owned company.
• Articulate one way their personal leadership identity aligns with ESOP values such as transparency, collective responsibility or strategic thinking.
• Describe 2 “takeaway” strategies for stewarding leadership development within their organization.
Audience: HR Staff, CEOs, Board Members, Employee Owners
Level: Intermediate
Sources of Capital for New and Existing ESOPs
One of the motivating factors for a sale to an ESOP trust is the amount of cash proceeds received at closing, determined by the financing options available to the company. As the new ESOP trust matures over time, financing continues to remain important for second stage transactions, seller-debt refinancing and re-leveraging to manage the repurchase liability. In this session we will highlight the standard financing structures used through the life-cycle of an ESOP, as well as newer structures available to ESOPs through debt capital markets.
Learning Objectives:
• Understand the traditional financing structure of an ESOP transaction, necessitating the need for a seller to receive a portion of the sales proceeds over time.
• Recognize the types and benefits of bank loans used to finance ESOP transactions, ranging from collateral focused asset based revolving loans to cash flow focused term financing.
• Identify credit programs such as SBA guarantees and mezzanine/structured capital which allow additional funds at closing.
Audience: CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Intermediate
Succession Planning: Boards and Fiduciaries
Valuation Issues in IRS and DOL Investigations
This presentation is for any ESOP stakeholder who may find themselves on the receiving end of valuation-related inquiries during a DOL and/or IRS investigation. We will explain why a DOL representative once stated, "valuation is the first, second, third, and fourth problem,” with private company ESOPs and how valuation issues are addressed within the IRS and DOL’s investigatory purview. We will cover where valuation issues emerge during the typical audit lifecycle (including where DOL and IRS valuation interests may overlap and where they may diverge) as well as lessons learned about valuation-related communication with the agencies and with employee owners during an audit. In addition to providing attendees with a technical legal overview, we will also offer practical tips from our unique experiences as an ESOP transactional attorney, an ESOP litigator, and a seasoned ESOP communication specialist. An attendee will leave this presentation confident in their ability to prepare an effective audit record and weather any DOL or IRS investigation of ESOP value that may come their way.
Learning Objectives:
• Better understand IRS and DOL investigative authority related to ESOP valuations.
• Identify specific valuation-related questions that frequently emerge on audit.
• Recognize strategies for valuation-related communications with the DOL, IRS, and employee owners during an audit.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Basic
Who's Afraid of the Big Bad ESOP?
Transitioning from a single owner to an ESOP is a unique and exciting opportunity! But that opportunity comes with change – change that not everyone understands or is ready for. When our owner died unexpectedly shortly after we became an ESOP, we weren’t ready. We faced a company of employees who were in mourning, who were suspicious of new consultants, and who were scared of losing their jobs. We made mistakes and learned some hard lessons along the way. This session will teach by example through our company’s experience acknowledging the fears of our employees, earning their trust, and our mission to not only continue our late owner’s legacy but to manufacture our own legacy as a proud employee owned company.
Learning Objectives:
• At the end of the session, the attendee will be able to recognize some of the fears employees will have that they may not communicate to management.
• At the end of the session, the attendee will be able to apply lessons learned by our company to head off possible issues that arise with new ESOPs.
• At the end of the session, the attendee will be able to formulate a proactive plan to gain employee trust by acknowledging their fears.
Audience: HR Staff, CEOs, Board Members, Employee Owners
Level: Basic
Alternative Non-Bank Financing for ESOP Companies
With the introduction of the American Ownership and Resilience Act and creation of various ESOP-focused investment funds, the options for ESOP companies seeking capital have never been more varied or numerous. This session aims to provide an overview of the structuring considerations for obtaining capital as an ESOP company, as well as the forms of capital available. Additionally, a summary of current market conditions will be shared to update attendees on investor expectations for providing capital. Finally, an overview of the recently introduced American Ownership and Resilience Act will be provided, as well as an explanation of how it is intended to drive the growth and creation of ESOP companies.
Learning Objectives:
• Understand the structuring considerations for ESOP companies seeking outside capital.
• Illustrate the current market for various forms of capital available to ESOP companies.
• Appreciate the potential for the American Ownership and Resilience Act to increase breadth and depth of the capital markets for ESOP companies.
Audience: CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Advanced
Alternative Non-Bank Financing for ESOP-Owned Companies
With the introduction of the American Ownership and Resilience Act and creation of various ESOP-focused investment funds, the options for ESOP companies seeking capital have never been more varied or numerous. This session aims to provide an overview of the structuring considerations for obtaining capital as an ESOP-owned company, as well as the forms of capital available. Additionally, a summary of current market conditions will be shared to update attendees on investor expectations for providing capital. Finally, an overview of the recently introduced American Ownership and Resilience Act will be provided, as well as an explanation of how it is intended to drive the growth and creation of ESOP-owned companies.
Learning Objectives:
• Understand the structuring considerations for ESOP-owned companies seeking outside capital
• Illustrate the current market for various forms of capital available to ESOP companies
• Appreciate the potential for the American Ownership and Resilience Act to increase breadth and depth of the capital markets for ESOP companies
Audience: CFOs, CEOs, Financial Managers, Board Members, Professionals
Level: Advanced
Beyond Training: Building a Leadership Development System for Succession Success
Developing people in your company to become leaders is a long-term journey and can’t just happen from one-time training. Come to this session to learn about integrated leadership development strategies- from CEO and senior team commitment, to manager engagement, to coaching, to training (virtual and in-person), to performance management, to peer cohort groups to other on-the-job development opportunities.
You’ll have the opportunity to learn about SCS Engineers’ journey in building a leadership development and succession system—their successes, their lessons learned and their future direction.
Learning Objectives:
• Formulate leadership competencies and how to integrate them into their company.
• Understand how to create leadership development experiences that result in changed behavior.
• Foster senior leader commitment and attention to leadership development and succession.
Audience: Internal Trustee, HR Staff, CFOs, CEOs, Board Members, Employee Owners
Level: Intermediate
Investing the 1042 Rollover
This panel will help attendees understand the significant requirements that a business owner must fulfill before being able to take advantage of the tax deferral options offered by IRC Section 1042. We will review how an owner of a privately held business can sell a part or all of his or her business to an ESOP and consequently defer the recognition of long-term capital gains taxes from the sale.
This session will include a high-level overview of what a 1042 rollover is and the opportunities that it provides to business owners who choose to elect it. This includes its qualifications, requirements, and common investment strategies, with deeper dives into the details of each section. The session will conclude with the presentation and interactive analysis of several relevant case studies.
Learning Objectives:
• Understand the typical ESOP structure and what qualifications to elect IRC Section 1042:
-Percentage of ESOP ownership
-Stock type and origin
-Holding period
-Reinvestment window and requirements
-Tax filings
• Define what Qualified Replacement Property entails:
-Eligible vs. non-eligible QRP
-Disposition of QRP
-What triggers capital gains tax and what doesn’t
• Analyze common diversification strategies such as:
-Passive strategy
-Active/flexible strategy
-Blended strategy
As well as the resulting portfolios and advantages and disadvantages of each strategy
Audience: CFOs, CEOs, Professionals
Level: Basic
Keeping Communication Fresh for Mature ESOPs
Effective communication is the backbone of a thriving ESOP, but as organizations mature, messaging can become stale or lose its impact. This session will explore strategies to revitalize communication, ensuring that key messages remain fresh, engaging, and relevant for long-term employee-owners. Our panel of seasoned ESOP pros will unpack how to reinforce important concepts through creative repetition, leverage technology to enhance communication, and strengthen employee engagement by reinforcing the ownership culture. Attendees will walk away with actionable tools and fresh ideas to keep communication dynamic and impactful in a well-established ESOP.
Learning Objectives:
• Identify common communication challenges in mature ESOPs and recognize signs of disengagement.
• Develop creative strategies to reinforce key messages without causing fatigue.
• Evaluate real-world examples of effective ESOP communication and implement best practices in their own organization.
Audience: HR Staff, CEOs, Employee Owners
Level: Intermediate
Managing ESOP Board Conflicts
What's It Worth? A Dive into Business Valuation
This session offers a practical introduction to business valuation by walking through an example. Participants will learn the fundamentals of assessing a company’s worth by exploring various valuation methods and approaches, including the asset-based, market-based, and income-based models. By following a step-by-step example, attendees will see how theoretical concepts are applied in a real-world scenario, gaining insights into choosing the right approach and understanding the assumptions behind each method.
Learning Objectives:
• Understand the core concept of business valuation and differentiate between the three primary valuation approaches.
• Identify potential pitfalls, assumptions, and limitations when conducting a valuation.
• Understand how unique ESOP considerations are factored into a valuation.
Audience: Internal Trustee, CFOs, CEOs, Board Members, Employee Owners
Level: Basic
SESSION TRACKS
Designed to help you build a solid understanding of ESOP essentials, this track is perfect for those new to the ESOP world as well as seasoned ESOP community members. Participants will explore matters of trust and plan administration, accounting, and the overall cycle of an ESOP including fiduciary obligation, valuation considerations, repurchase obligations, and legal and regulatory matters.
The Executive Sessions are offered exclusively to Presidents and CEOs of ESOP companies, or their designated successors. This track will include exclusive sessions with keynote speakers and experts, plus roundtable discussions and opportunities to network with other top ESOP executives.
Deploying talent in any organization is as exciting as it is puzzling. ESOP companies offer unique opportunities to motivate and maximize this talent. In these sessions, experienced ESOP managers and experts to share their thoughts and ideas to strengthen your employee experience and help you create and maintain the best culture and HR practices at your ESOP!
Sessions in this track are designed to assist ESOP Trustees of all experience levels in understanding your fiduciary role while also serving your role as an employee. Sessions will be led by experts in fiduciary responsibility, valuation, legal, finance and plan administration.
Leadership does not just mean top management. It means the act of leading people or a project which maximizes the efforts of others toward a common goal. Governance is the system by which an organization is controlled and operated plus the relationship between the organization’s management, board, and employee owners. How does this all tie together? Join these sessions to understand your impact as a board member, management, or employee owner from ESOP experts covering topics from management roles, succession, ESOP sustainability, valuations, and more.
These roundtables will offer an open dialogue and deeper dive into presentations from other sessions as well as hot topics now trending on The HUB. ESOP leaders and professionals will share thoughts and encourage you to share yours!