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Program
Employee Ownership Conference
Seattle, WA :: April 24-26, 2013
(preconference on April 23)
Westin Seattle

Symbol Key
E1
= ESOP BasicsE2
= ESOPs: Beyond the BasicsEQ
= Equity CompensationCC
= Communication and CultureLG
= Leadership and Governance IssuesPreconference: Tuesday, April 23
1:00-5:00 pm
Compensation Issues for Privately Held Companies (see full program) (advance registration required)
An overview of issues, examples of best practices, and an examination of different forms of compensation in privately held companies. Half the session will be devoted to executive compensation and the second half will examine compensation issues for non-executives.
Jenny Briggs, New Belgium Brewing Company (Session Chair); Michael Coffey, Corporate Capital Resources, LLC; Daniel Janich, Greensfelder, Hemker & Gale, P.C.; Jerry Ripperger, The Principal Financial Group; Rich Armstrong, The Great Game of Business
1:00-5:00
Issues and Solutions for Internal Fiduciaries in Employee-Owned Companies (see full program) (advance registration required)
This session is designed for non-professional ESOP fiduciaries and begins with an overview of key issues and then delves into scenarios that inside fiduciaries should be prepared to handle. Panelists will work with attendees in small groups to develop their own responses to these scenarios.
Arlene Ashcraft, Columbia Financial Advisors (Session Chair); Sharon B. Hearn, Krieg DeVault LLP; Tabitha Croscut, Steiker, Fischer, Edwards & Greenapple, P.C.; Patrick DeCraene, GreatBanc Trust Company
5:15-7:15
Meet and Greet (hotel lobby bar) open to all attendees
Day One: Wednesday, April 24
8:00-10:00
NCEO Board Task Forces Meeting
9:00-5:00
Registration Opens
9:00-10:30
Informal Orientation
Volunteers will assist attendees. An orientation PowerPoint will be available.
9:30-7:00
Exhibits Open
9:30-10:30
Morning Break and Coffee in the rear of the Exhibit Area
Sponsored by E*Trade Financial Corporate Services10:30-11:45 Noon: Concurrent Sessions 1
E1Issues to Be Addressed Prior to Selling Your Company to an ESOP
An ESOP attorney and an investment banker discuss the issues to be addressed prior to selling your company to an ESOP or other buyer, including alternatives, where to start, structuring, governance, benefit levels, valuation, financing, and executive compensation.
Kevin G. Long, Chang, Ruthenberg & Long (Session Chair); Neal Hawkins, Verit Advisors
E1 Understanding Trustee Responsibilities in an ESOP
This session will discuss legal and practical obligations and responsibilities of ESOP trustees in various contexts, including acquisitions and sales, valuation, voting company stock, serving as a successor trustee, and administration.
Alton L. Gwaltney,III Moore & Van Allen PLLC (Session Chair); David Mattern, Parametrix
E1 Basic Financing for ESOP Companies
This session will focus on the basic elements of seeking and evaluating financing alternatives for an ESOP company, led by three ESOP professionals and the CFO of an employee owned company. Topics include current ESOP financing market conditions and helpful tips on presenting your company to financing sources.
Elisabeth Schutz, Chase-ESOP Advisory Group(Session Chair); James Higgins , Pilot Hill Advisors, LLC; Nathan Perkins, Bank of America Merrill Lynch; Kelly Prior, Litehouse, Inc.
E2 Thinking Strategically Past 100% ESOP Ownership -- What We've Learned & What We're Tackling Next
You're a 100% ESOP - now what? Representatives of two mature 100% ESOP companies discuss their new challenges and future strategic planning. Topics will include retention and engagement of middle and senior managers with large account balances, the use of cash, balancing repurchase obligation planning and growth, and thinking strategically past 100% ESOP ownership.
Hillary Hughes, Prairie Capital Advisors, Inc. (Session Chair); Norm Kocol, Mapes and Sprowl Steel; Tom Pientok, Apache, Inc.
E2 Political Update: What's Ahead for Employee Ownership
What will 2013 bring from Congress, the DOL, and the IRS?
Corey Rosen, NCEO (Session Chair) Michael Keeling, the ESOP Association
E2 Serious Fiduciary Issues in ESOP Transactions
This session will focus on significant fiduciary issues arising out of ESOP leveraged transactional structures and related documents, including warrants, voting agreements, shareholder rights agreements, and overall capitalization of the deal.
Ed Schuck,Jr. , Schuck Law Group (Session Chair); Fred Kaseff, GreatBanc Trust Company; Scott Adamson, Morgan Lewis & Bockius LLP
EQ Everything but ESOPs: A Practical Review of Equity and How to Choose
A practical review of the economics, securities law, and taxation of all the other equity awards such as stock options, restricted stock units, and SARs.
Andrew Schwartz, Computershare (Session Chair); Steve Etkind, Sadis & Goldberg LLP
LG Selecting and Training Board Members
This session will provide great insight into challenges, pros and cons, and best practices for selecting and developing leadership, as well as essential actions and activities for board members of ESOP companies.
Kathryn Daly, Chartwell Capital Solutions (Session Chair); Bob Sanchez, National Wire & Cable Corporation
CC It's What You Do, Not What You Say: A Practical Guide to Creating a Culture of Ownership
Creating an ownership culture is not magic; it is the methodical development of a productive, respectful, entrepreneurial atmosphere that fits in a company owned by its employees. This workshop will use guided audience interaction to show you how it is done.
Anthony Mathews, Beyster Institute (Session Chair)
CC HR's Role as the Keeper of the Culture
HR is critical in developing an ownership culture, but many organizations miss the mark by not involving HR in the core leadership team and not listening to HR's perspective on the organization. Walk away with multiple ideas of how to unleash the power of your HR team.
Victor Aspengren, Prairie Capital Advisors, Inc. (Session Chair); Jenny Briggs, New Belgium Brewing Company; Chelsey Paulson, North Country Business Products
12:00-1:30 Welcome Luncheon and Opening General Session
Sponsored by Jackson Lewis LLP
Opening Address: The Only Sensible Way to Run a Company
Jack Stack, SRC Holdings (see bio)The State of Employee Ownership
Loren Rodgers, NCEO; Anthony Mathews, Beyster Institute1:45-3:00 Concurrent Sessions 2
E1 Determining the Feasibility of an ESOP
A feasibility study should do more than ask the question "Will it fly?" The panelists will lead a discussion exploring how a well-conducted feasibility analysis can go beyond this basic question to help plot a course for a more successful ESOP.
Stephen R. Eide, Gray Plant Mooty (Session Chair); Pete Prodoehl, The Principal Financial Group
E1 Introduction to ESOP Transactions-Connecting the Dots(Similar topic repeats on Friday)
A basic overview of key elements in using an ESOP to purchase shares from an owner.
Dan Heller, DZH Phillips LLP (Session Chair); Robert Schatz, Schatz, Brown, Glassman Kossow LLP; Patrick Schmidt, Value Consulting Group
E2 Financing an ESOP-Owned Company
This session will explore recent financing trends in the capital markets with respect to ESOP-owned companies, focusing not on the ESOP transaction but on financing and liquidity sources and the structures and situations warranting third-party capital sources, including private equity.
Will Bloom, Chartwell Capital Solutions (Session Chair); Sam Geil, Geil Enterprises
E2 A Fiduciary Review of the Valuation Report
Join a legal advisor, a trustee, and an appraiser in a discussion on how to review and then engage a valuation firm. We will discuss how to review the draft report, what to look for, and what questions to ask.
Debbie Williams, BTC ESOP Service/Bankers Trust of South Dakota (Session Chair); Lynn Archer, The Principal Financial Group; Rocky Fiore, Prairie Capital Advisors, Inc.
E2 Best Practices for Other Retirement Plans When You Have an ESOP
This session will explore other employer-sponsored retirement plan issues and best practices in ESOP companies. The session will focus on both qualified plans and non-qualified plans.
Geoff PeConga, The Principal Financial Group (Session Chair); Lisa Durham, Krieg DeVault LLP
EQ Equity & Related Compensation Tools for Private Companies. What really works and why
This session will cover an array of equity and synthetic equity compensation tools as they relate to private companies of different corporate types and life-cycle stages. The speakers will discuss best uses for instruments for everything from small S corporations in a single state to multi-national pre-IPO companies.
Dan Walter, Performensation (Session Chair); Barbara Klementz, Baker & McKenzie LLP
LG Sustaining Your ESOP Company: Issues & Approaches to Maintain Long-Term Successful Sharing Ownership Part 1
Building an ESOP company that lasts means find solutions to a variety of challenges, from repurchase obligation and cultural sustainability and a business model that is built to endure and adapt. This two-part session provides a big-picture approach to making your company last.
Alex Moss , Praxis Consulting Group (Session Chair); William H. Campbell, Davis & Campbell; Cecil Ursprung; Tim Regnitz, ESOP Economics; Kenneth Serwinski, Prairie Capital Advisors, Inc.
CC Perfecting the 3 P's: People, Performance & Profit
This session will present ways an effective ownership culture can help you maximize your people, performance, and profit.
Paul Horn, WorkPlace Consultants, LLC (Session Chair); John Williams, Central States Manufacturing
CC Interactive Communications for ESOP Companies
After a brief review of best practices in ESOP communications, we will break into groups to come up with a list of practical ideas to take home.
Corey Rosen, NCEO (Session Chair)
CC Where Employee Ownership & B Corporations Intersect as Stakeholder Driven Companies
Hear from King Arthur Flour, Dansko, and Namaste Solar about how they benchmark their commitment to all stakeholders and why B Corp certification matters to their culture and brand equity.
Stephanie Ryan, B Lab (Session Chair); Steve Voigt, King Arthur Flour; Blake Jones, Namaste Solar; James Fox, Dansko
3:00-3:30 Afternoon Break and Refreshments (rear of exhibit area)
Sponsored by Menke & Associates3:30-5:00 Continuous Afternoon Coffee (rear of exhibit area)
Sponsored by ESOP Marketplace.com3:30-4:45 Concurrent Sessions 3
E1 An Exploration of New & Current ESOP Transaction & Plan Design Alternatives
Tailor your ESOP to achieve corporate, shareholder, and employee benefit objectives. Join us to explore the topic, and hear James Butcher, executive vice president for Chemonics International, share their journey to becoming 100% employee-owned.
Lynn DuBois, ESOP Law Group, LLP; Paige Ryan, ESOP Services, Inc. (Session Co-Chairs); James Butcher, Chemonics
E1 Sale of 100% of the Company to an ESOP: Case Study
Come listen to both a company's chief financial officer who spearheaded an ESOP buyout and the advisors who were hired to implement this transaction. You will hear all these perspectives on what made the Ace Company ESOP acquisition of 100% of the company's stock so successful.
Neil M. Brozen, BTC ESOP Services Bankers Trust Company of South Dakota (Session Chair); Sid Sullivan, AceCoPrecision Manufacturing; Michael Holzman, Dickinson Wright PLLC; Michael Harden, Eureka Capital Partners
E2 Second Stage ESOP Transactions - Issues and Considerations
This open dialog will review issues attendant to the second stage ESOP transaction, touching on valuation, structure, financing, fiduciary issues, and other concerns that the audience may bring.
Richard P. Shuma, BMO Harris Bank (Session Chair); Peter Abrahamson, Verit Advisors, LLC; Marilyn Marchetti, First Banker Trust
E2 New Questions Your ESOP Auditor Should Be Asking
"Lively" and "controversial" are words rarely used to describe a session on accounting, but this interactive session involving all stakeholders in the issue of the new fair value disclosures on the audited financial statements which accompany your Form 5500 filing is one you cannot miss.
Becky Miller, McGladrey LLP (Session Chair); Erin Turley, K&L Gates; Daniel Bayston, Cognient Group, Paul Trost, BMO North Star ESOP Services
E2 Unique Corporate Structures in an ESOP Context
This session will review examples of how different corporate structures are being used to provide management incentives, grow ESOP value, and develop ownership cultures.
Dave Diehl, Prairie Capital Advisors, Inc. (Session Chair); Steve James, Mortenson Family Dental Centers; Steve Goodman, Lynch Cox Gilman & Goodman, P.S.C.
EQ Trends in Non-ESOP Equity Compensation: What You Need to Know and Why
This session covers current trends in how companies are granting equity compensation, including data on the types of grants being used, how the grants are structured, and who is receiving them.
Camille Kerr, NCEO (Session Chair); John LoPresti, E*Trade Corporate Services
LG Sustaining Your ESOP Company: Issues & Approaches to Maintain Long-Term Successful Sharing Ownership, Part Two
Building an ESOP company that lasts means find solutions to a variety of challenges, from repurchase obligation and cultural sustainability and a business model that is built to endure and adapt. This two-part session provides a big-picture approach to making your company last.
Alex Moss , Praxis Consulting Group (Session Chair); William H. Campbell, Davis & Campbell; Cecil Ursprung; Tim Regnitz, ESOP Economics; Kenneth Serwinski, Prairie Capital Advisors, Inc.
LG Five Things ESOP Fiduciaries Can Do Now to Prevent Fiduciary Breach Lawsuits
This session will explore the five most important "dos and don'ts" for reducing one's exposure to the risk of ERISA litigation.
James P. Baker, Baker & McKenzie LLP (Session Chair) ; Kim Zeldin, Liner Grode Stein Yankelevitz Sunshine Regenstrief & Taylor LLP
CC Employee Ownership and Motivation: Making the Connection
The session will explore how employee-owned companies are uniquely positioned to create workplaces where people are highly motivated and engaged. Get an overview of research on motivation and collect practical examples of how it has applied to employee-owned companies.
Linshuang Lu, Praxis Consulting Group (Session Chair); Claudia Perkins, Clifbar
CC Case Study of Communication Practices: Web Industries
Through the innovative use of multiple communication techniques Web Industries has been able to transform its employees into engaged employee owners who have embraced change in their workplace. Learn from the Web employee-owners who make it happen every day.
Patricia Roy, Web Industries (Session Chair);Bruce Bumpus; Veronica Ortiz;Mike Scott; Rene Taillon; all from Web Industries
5:00-7:00 Opening Reception in Exhibit Areas and Ballroom
Sponsored by over 85 companies and firmsSpecial thanks to beverage sponsor McDermott, Will & Emery
Day Two: Thursday, April 25
7:45 am-6:00 pm
Registration Open
7:45 am-6:00 pm
Exhibits Open
7:45-10 am
Breakfast Buffet (in rear of Exhibit Area
7:45-8:45
Informal Breakfast Roundtables
8:45-10:00 General Session
Announcement of the Excellence in Ownership Award Winners
Keynote Address: What's Brewing in Employee Ownership?
Employee-owned breweries New Belgium Brewing and Full Sail Brewing are shaking up the beer industry and employee ownership. Join the leaders of these two companies as they respond to thoughtful questions and engage with each other about how to make employee ownership a transformative business strategy.
Loren Rodgers, NCEO, Moderator; Irene Firmat, Full Sail Brewing Co. (see bio), and Kim Jordan, New Belgium Brewing Co. (see bio)Sponsored by Chang Ruthenberg & Long
10:15-11:30 Concurrent Sessions 4
E1 The Common and Confounding Details of ESOP Administration
After attending this session, you will develop a greater ability to spot the potential administrative issues that are unique to ESOPs and you will learn how to prevent, monitor, and correct them. Areas covered include eligibility, deductible contributions, participant allocations, vesting, compliance testing, distributions, reporting, and disclosure.
Debra I. Raphael, Chang, Ruthenberg & Long; Tom Roback, Blue Ridge ESOP Associates (Session Co-Chairs)
E1 ESOP Valuations: The Basics and Beyond
In this session we will break down the complexities of ESOP valuations to understandable concepts. Why are ESOPs valued? What standards apply to ESOP valuations? What techniques are typically used to value ESOP companies? What key factors drive a company's value, and what are the challenges and unique aspects of ESOP valuations.
Brian Bornino, GBQ Consulting LLC (Session Chair); Donny Springer, Columbia Financial Advisors; Adrian Loud, Bennett Thrasher PC
E2 Administrative Mistakes and How to Fix Them
Learn how the IRS's updated correction program (EPCRS) can help you keep you, your ESOP, and your company out of trouble when the inevitable mistake or omission occurs as part of the ongoing administration of your ESOP.
George F. Cicotte, The Cicotte Law Firm, LLC (Session Chair); Aaron Juckett, ESOP Partners, Janet Porco, Randall & Hurley
E2 Coordinating Distribution Policy, Repurchase Planning, Tax strategy & Benefit Levels in an ESOP Company
This session will focus on positive ways of coordinating an ESOP with other corporate growth strategies. Explore the effects of your ESOP's design, day-to-day operations, funding, and benefits on other important corporate decisions and business strategies. Topics include "Competing for Cash" and "Ways to Turn Repurchase Obligation into a Positive Thing."
Carla Neal Klingler, PyraStar Pension Group, Inc. (Session Chair); Dawn Hafner, Verisight Inc.; Cecila Loftus, ESOP Economics
E2 Legal & Regulatory Update for ESOPs
In this session you will learn about the impact of recent litigation and regulatory actions on the various parties involved in an ESOP's activity -- the sponsor or board of directors; the trustee or other designated fiduciary; the valuation firm and others. This session will also invite questions and participation from those attending regarding the impact of these cases and regulatory actions on individual ESOPs.
John Hommel, BMO North Star ESOP Services (Session Chair); Gary D. Greenwald, Keller Rohrback, PLC; Laurence Goldberg, ESOP Law Group,LLP
EQ Is an ESOP Enough? Motivating & Rewarding your Key Executives and Vital Producers
This session will examine alternatives available for ESOP companies to provide meaningful equity-based performance incentives for key executives, especially in the 100% ESOP-owned S- corporation situation. We will also take a look at the valuation implications of such plans.
Bryan J. Golden, Private Capital Corporation (Session Chair); Kathryn Aschwald, Columbia Financial Advisors, Inc.; Tom Miller, The VisionLink Advisory Group
LG ESOP Companies as Acquirers - Easier Said Than Done
Like many ESOP companies, the Fleetwood Group ran into a number of challenges as they pursued strategic acquisitions; learn from Fleetwood and their advisors as they share their experience in dealing with fiduciary, economic, and cultural issues commonly facing ESOPs as acquirers.
Nick Adamy, Adamy Valuation Advisors (Session Chair); Pat Moody, Fleetwood Group, Inc.; Lisa Durham, Krieg DeVault LLP
LG Integrating Succession Planning & Leadership Development
This session provides an up-close look at how BL Companies has used a fully integrated leadership development and succession planning strategy to create a deeper pool of current and future leaders who can continue its success.
Edmund (Ted) Freeman,Psy.D, Praxis Consulting Group (Session Chair); Carolyn Stanworth, BL Companies
CC How the West was Won - An Employee Culture Adventure
This session focuses on three companies and explores the benefits and challenges each company's ESOP has presented to their corporate culture and how the ESOP has contributed to the success of each company.
Nic Staloch, Chartwell Capital Solutions (Session Chair); Dan Smith, Hot Dog on a Stick; Gary Kaufman, Caltrol, Inc.; Debbie Horne, CMC Rescue
CC Engaging Employees with the Great Game of Business & MiniGames
This session will focus on short-term incentive programs (Mini-Games) that will engage your employees, drive out company weaknesses, and provide rewards that motivate employees to take ownership of their actions.
Patrick Carpenter, the Great Game of Business
11:45-1:00 Expert Roundtable Luncheon
Sponsored by The Principal Financial Group1:15-3:30 Informal Pop-up DiscussionsBuild your own network! Post a discussion topic that others can join, or see what topics other people propose.
1:15-2:30 Concurrent Sessions 5
E1 Figuring Out Forecasting-Basics of Repurchase Obligation Planning(Repurchase Part 1)
This interactive session covers the basics of repurchase obligation forecasts. We will discuss the numerous factors that affect the outcome of the forecast, legal considerations with respect to amending your plan, and the interplay between stock value and repurchase obligation.
Tina DiCroce, ESOP Economics (Session Chair); Paul Fusco, Boylan Code LLP
E1 The Benefits and Detriments of Two Exit Paths: Sale to an ESOP or Sale to a Third Party
This panel will provide a lively discussion of the advantages and disadvantages to owners of a sale to an ESOP and to a third party. Comments and questions welcome.
John Brown, Business Enterprise Institute, Inc. (Session Chair); Chris Best, Acclaro
E2 ESOP Accounting
This session will cover traditional ESOP accounting and tax implications for leveraged ESOPs, including differences between partial and100% ESOP-owned companies. We will also cover current issues faced by ESOP companies with the FASB Fair Value Measurement and Disclosure Requirements and the Affordable Healthcare Act.
Mark Flinchum, Katz Sapper & Miller (Session Chair); Sarah Gengenbach, HLB Tautges Redpath
E2 ESOP Fiduciary Challenges: How to Overcome the DOL's Perception of Inherent Abuses in the Valuation Process
This session will help ESOP fiduciaries understand how to review valuation reports and work with valuation experts to address issues of concern to the Department of Labor.
Jude Ann Carluccio, Krieg DeVault LLP (Session Chair); Scot Storjohann, Bankers Trust Company of South Dakota; Theodore M. Becker, Morgan, Lewis & Bockius, LLP
E2 Building the Balance Sheet: Competition for Capital in an ESOP Company
This session focuses on balance sheet strength-- a critical area for capital intensive industries such as banking and construction. We will cover using creative ESOP designs to help ameliorate the intrinsic contradictions between the sometimes high levels of leverage required for ESOP transactions in such companies, the need to meet the ESOP repurchase obligations, and the requirements for continuing capital expenditures.
Lisa J. Tilley, Corporate Capital Resources, LLC (Session Chair); Mark Fournier,Stout Risius Ross; Chris Kramer, Strategic Equity Group
EQ Administration of Non-ESOP Equity Plans
Whether you use software or spreadsheets, you need the right systems in place to keep all aspects of your equity compensation plans in compliance and to maximize employee satisfaction with your plan.
Achaessa James, NCEO (Session Chair); Jeff Faust, Berger Lewis Accountancy Corporation
EQ Communicating in a Non-ESOP Equity Compensation Plan Company
This session will explore and explain the why, when, and what of communicating equity compensation plans to your employees. Examples of email, FAQ, blogs, and written material will be shown and discussed.
Karen Needham,(Session Chair); Eric Deen, Charles Schwab
LG How ESOP Ownership Changes Board Dynamics
This session highlights the important differences between ESOP and traditional firms in the composition and functioning of boards of directors, including the interaction between the ESOP trustee and the board, best practices for ESOP company corporate governance, and examples of what has worked well and what hasn't.
Kevin Ruble, Aspen Strategic Leadership LLC; James Staruck, Greatbanc Trust Company (Session Co-Chairs)
CC What ESOP Participants Should Know About Law, Regulation, & the Courts
This session is not intended to be a legal discourse but rather a lively discussion designed to provide participants with a basic understanding of why certain provisions are in their ESOP, why their company is structured the way it is, and when is the court system available to resolve disputes about these matters.
Wendy Lankes, R.K. Schaaf Associates, Inc. (Session Chair); Jeremy Pelphrey, Fox Rothschild LLP; Debra I. Stoll, The Principal Financial Group
CC Case Studies: Communicating in Employee-Owned Companies
Moderated by appraisers, this session will discuss communicating the ESOP valuation to employee owners. A company representative will give case histories on how they handle this issue.
Donna Walker, Columbia Financial Advisors, Inc.; John E. Johnson, John E. Johnson, LLC (Session Co-Chairs); Michelle Caylor, Calibre; Jeff Schmehr, Hdl Companies
2:00 - 4:30 Continuous Afternoon Coffee (in rear of exhibit hall)
Sponsored by Crowe Horwath LLP2:45-3:30 Concurrent Sessions 6 (Compact Focus Sessions)
E1 The Role of the ESOP in Business Succession Planning
Find out about available methods for corporate succession planning with an emphasis on the possible role of an ESOP in reaching your succession planning goals. We will provide a case study for discussion, illustrating a creative combination of an ESOP and estate planning tools.
Thomas H. Mug, Greensfelder, Hemker & Gale, P.C. (Session Chair); Ron Lint, ATI Capital Group of Colorado
E1How ESOPs Can Successfully Navigate Through Family Dynamics
An ESOP is a remarkably valuable succession tool for family-owned businesses. Our interactive program will show how ESOPs can be used to liquidate stock and reduce family conflicts without losing control of the firm or the family legacy - while also motivating employees to work well with the family.
Martin Staubus, Beyster Institute (Session Chair); Jack Veale, ESOP Marketplace, Inc.
E1 Basic ESOP Distribution Rules
This session will provide an overview of the process of making distributions to former participants - when the distribution should be made, how much and in what form, what notices are required, and other administrative issues.
John Burgess, Seyfarth Shaw (Session Chair); Matthew Goedert, Sedgwick
E2 A Case Study: An ESOP Company's Experience in Changing Appraisers
Change in general is never easy. But when the change is related to the appraiser of an ESOP company, it can be that much more difficult. Come hear some of the reasons for seeking a new appraiser, as well as the potential issues and pitfalls that could arise.
David Cohen, Matheson Financial Advisors (Session Chair); Mickey Maier, Alpha Investment; Mark Stavig, CDi Engineers, Inc.
E2 ESOPs as a Liquidity Solution for Government Contractors
In the wake of the fiscal cliff and sequestration come learn about how ESOPs may represent a viable liquidity solution that should be considered by many owners of government contractors.
Greg Hogan, SC&H Capital (Session Chair); Sandy Shoemaker, EKS&H
E2 Legal & Fiduciary Issues for "B" Corporation ESOPs
"B" Corporations? Come learn about ESOP companies that elect to be "benefit" corporations to remain independent and ESOP-owned and serve their communities and customers.
James Steiker, SES Advisors (Session Chair); Howard Kaplan, Reliance Trust Company
EQ Designing an Ownership Plan for Non-U.S. Employees
As ESOP companies increase their global presence, many struggle with the question of whether and how to include international employees in a broad-based employee ownership plan. This session covers the different design options, their benefits and difficulties, and local laws and regulations.
Camille Kerr, NCEO (Session Chair); Kristin Ackerman, Verit Advisors LLC; Alison Wright, Baker & McKenzie LLP
LG Succession Planning: The SRC Story
In this session, participants will learn the vital steps and strategies of keeping the cycle of leadership development going. Topics covered include how to formalize this process through hiring, learning skills, moving up, and making room for others.
Rich Armstrong, the Great Game of Business (Session Chair)
CC Solutions that Keep Employees Connected
Come learn about how a social media platform and a business video conferencing tool are each used to engage, empower, and connect geographically dispersed employee-owners.
Bob Wolf, CC&N; Kelly Stewart, n-Link Corporation (Session Co-Chairs); Philippe Cesson, consultant to n-Link Corporation
CC Why We Make "Irrational" Decisions at Work (and Why That Can Be OK)
Lessons from behavioral economics about why we make decisions about money, work, and business that can be irrational--and what we can do about it.
Corey Rosen, NCEO (Session Chair)
3:30-4:00 Afternoon Break(in the exhibit area)
Sponsored by Keller Rohrback LLP4:00-5:15 Concurrent Sessions 7
E1Introduction to ESOP-Owned S Corporations
This session will focus on the basic requirements for sponsoring an ESOP in a corporation that has elected Subchapter S status as well as ancillary issues unique to S corporation ESOPs.
Marc S. Schechter, Butterfield Schechter LLP (Session Chair); Dan Guderjohn, Corporate Advisary Associates; David R. Johanson, Jackson Lewis LLP; Steve Bredeweg, ABODA , Inc.
E1 Funding the ESOP Repurchase Obligation (Repurchase Part Two)
This session will explore the various methods of funding the repurchase obligation with particular emphasis on how each method may impact the employee-owned company's cash flow, taxation, stock valuation, and employee ownership culture.
Cliff Canavera, Canavera Financial Group (Session Chair); Tracy Woolsey, Horizon Trust & Investment Management; Nickolas Sypniewski, Comstock Valuation
E2 Sustaining an ESOP Mid-Life and Beyond
The presenters will explore the upsides and downsides of reaching maturity as an ESOP, including discussion and case studies on topics such as "haves and have nots," unanticipated repurchase liability, too much cash, re-shuffling issues, and loan re-financing.
Susan Lenczewski, Fafinski Mark & Johnson (Session Chair); Victor Alam, Menke & Associates; Scott Freund, Blue Ridge ESOP Associates
E2 What are the Issues in Using Warrants in an ESOP Transaction?
This session will focus on the tax, ERISA, and financial implications arising out of using warrants as part of ESOP transactions.
Philip J. Carstens K&L Gates (Session Chair); Kim Blaugher, The Principal Financial Group; Michael McGinley, Prairie Capital Advisors, Inc.
E2 Selling an ESOP Company Pros and Cons
This session will illustrate the process and key considerations for reviewing an unsolicited indication of interest to purchase an ESOP company. We will also explain the financial and cultural implications in the decision to sell an ESOP-owned company.
Greg Fresh, Chartwell Capital Solutions (Session Chair); Steve Martin, Reliance Trust Company
EQ Stock Plan Accounting Tricks & Traps for Private Equity Companies
This session will highlight challenges that private companies face when accounting for stock compensation including valuation, cheap stock, repurchases, and potential pitfalls to watch out for.
Barbara Baksa, NASPP (Session Chair); Elizabeth Dodge, Stock & Option Solutions
LG A Conversation with a Panel of Independent (non-employee) ESOP Company Directors
ESOP companies should carefully define the role of independent directors to insure the company's successful operation. Join this panel of independent ESOP company directors to hear their take on their role and their best advice for successfully undertaking this important job.
Anthony Mathews, Beyster Institute (Session Chair); Patrick Edsell, Harris Group; Sy Zilberstein, Independent Director; Aaron Richmond, Endeavour Capital
CC ESOP Jeopardy & Other Games ESOP Companies Play
During this presentation attendees will learn basic ESOP terminology as well as interactive and informative ways to communicate the ESOP and educate their plan participants. Join our presenters as they "train the trainer" by using popular games such as Jeopardy and Who Wants to be a Millionaire with an ESOP twist.
Barbara Clough, Blue Ridge ESOP Associates (Session Chair); John P. Murphy, Atlantic Management Company; Markita Madden-Puckett, Comsonics
CC Open Book Management in ESOP Companies
Learn how to create employee-ownership engagement by sharing business knowledge.
James Mauch, Tenmast Software (Session Chair); Martin Staubus, Beyster Institute
4:00-5:30 Expert One-on-One Appointments
Sign-up in advance near registration desk5:30-7:00 Film and Light Refreshments We the Owners: Employees Expanding the American Dream
This film features the founders and employee owners from three innovative employee-owned businesses.
Sponsored by EKS&HDay Three: Friday, April 26
7:30-12:00
Registration Open
7:30-9:00
Buffet Continental Breakfast (in rear of exhibit area)
7:30-11:00
Exhibits Open
7:45-8:30
Informal Breakfast Table Talks
7:45-8:45
Breakfast Meeting (RSVP Required)
The Value of an ESOP in a Company/Union Partnership
Rhea Wallace, Impact Washington (Session Chair); Jared Kaplan, McDermott Will & Emery; Richard Phenneger, Phenneger & Associates; Bonnie Warrick, Smith Berger Marine, Inc.
7:45-8:45
State and Local Outreach Breakfast Meeting (RSVP Required)
Would you like to help start an employee ownership program in your state? This breakfast provides guidance from companies that have launched successful initiatives with support from the NCEO.
Contact Camille Kerr or June Sekera at the NCEO to get involved.
7:45-8:45
Expert One-on-One Appointments
Sign-up in advance near registration desk8:45-9:00
Morning Announcements,including raffle winners
Shift Change, 6 minute film trailor of a new film about worker cooperatives.
9:00-10:15 Concurrent Sessions 8
E1 Two Case Studies of the ESOP Lifecycle
Leaders of two ESOP companies will share their ESOP tales which involve major decision points along the journey including structure, management retention, and ultimate ESOP sustainability.
Steve Nelson, Chartwell Capital Solutions (Session Chair); Brian Jones, Two Rivers Marketing; Kristen Betty, KBA Inc.
E1 Best Practices in ESOP Administration
For those who want their ESOPs to run like well-oiled machines, three ESOP professionals discuss their top 20 tips for ESOP recordkeeping and administration.
Dolores Lawrence, Blue Ridge ESOP Associates (Session Chair) ; Melissa Spencer, Swerdlin & Company; Lori Stuart, Crowe Horwath
E2 Optimizing ESOP Transaction Structures in the Current Tax and Business Environment
This session will focus on new and practical ideas for structuring ESOP transactions taking into account recent changes in the tax laws, including innovative ideas for integrating ESOPs with estate planning.
David Ackerman, Morgan, Lewis & Bockius LLP (Session Chair); Melinda Kleehamer, Goldman Sachs, & Co; Mary Josephs, Verit Advisors LLC
E2 What's Bothering the DOL
This session will involve a review of several recent case studies to gain insight into what types of behavior, or lack thereof, the DOL perceives as violations of fiduciary responsibilities and how these problems can be avoided.
Pamela Steverango, Chartwell Capital Solutions (Session Chair); Nels Carlson, Alerus Financial; Brian Hector, Morgan, Lewis & Bockius LLP
E2 Integrating ESOP Repurchase Obligation into Your Business Financial Modeling
How do you reflect the impact of the repurchase obligation and funding strategies on cash flow and valuation? What about the impact on strategic business decisions and future operating funds? How do you achieve all of this while maintaining your desired level of benefit to employees?
Joseph Marx, The Principal Financial Group (Session Chair); Jeff Buettner, Stout Risius Ross
EQ Non-ESOP Equity Compensation: The Importance of Independent Valuations
We will focus on how independent, qualified valuations for equity compensation plans can help companies avoid issues during future transactions and will include insights from the CFO of superDimension, a privately-held medical device company that was recently acquired by a large publicly traded company.
Wil Becker, Chartwell Capital Advisors (Session Chair) ; Rick Buchholz, superDimension
LG Selecting & Training Inside ESOP Trustees
This session will focus on the identification of candidates to serve as internal trustees for ESOP companies and the education of these internal trustees in today's challenging ESOP fiduciary environment.
Rachel J. Markun, Jackson Lewis LLP (Session Chair) ; Steven Alverson, Environmental Sciences Corporation
CC An Idea A Minute: Popcorn Session for Communications and Participation
This rapid-fire session will cover as many ways to engage employees as we can fit in 75 minutes, while providing sample documents, pictures, and other illustration of real-life tools from other employee-owned companies.
Loren Rodgers, NCEO (Session Chair)
CC Effective Ownership Culture: How to End Entitlement
In this session we will discuss a management system that has helped hundreds of companies diminish or defeat the entitlement mentality that is so pervasive and so devastating in our culture, and to replace it with cultures of earning - of employees who think and act like owners.
Alex Freytag, Ownership Thinking (Session Chair)
CC What's It Like to Work Here: Introducing New Employees to Your Culture
A great strength of successful employee ownership companies is their distinctive high-involvement culture, but how do you integrate new hires into your great culture? Get tips here.
Ginny Vanderslice, Praxis Consulting Group (Session Chair); Rick Berg, The North Highland Company
10:30-11:45 Concurrent Sessions 9
E1 ESOP Plan Design Basics (Repeat Session)
There are many factors to review when designing an ESOP so it achieves your company objectives. This session will provide an overview of ESOPs and explain plan design options to consider when creating an ESOP.
Kevin Rusch, ESOP Partners (Session Chair); Andy Daly, Boulay Heutmaker, Zibell & Co., P.L.L.P.
E1 Roles, Responsibilities & Issues Involving ESOP Trustees
This session will provide an overview of the duties of an ESOP trustee, outlining how the ESOP trustee fits into the existing management structure of an ESOP company and offering specific insights about increasing the value provided by a knowledgeable, involved trustee.
David Solomon, Levenfeld Pearlstein, LLC (Session Chair) Kevin Kolb, GreatBanc Trust Company
E2 Enhancing the Process Between the Trustee and its Valuation Advisor
This interactive session will focus on the relationship between the independent financial/valuation advisor and the ESOP trustee in order to assist in developing a prudent valuation process. The session will include a discussion on how to better protect the boundaries of that relationship to maintain independence.
Kjersti Cory, Bankers Trust Company; Kenneth J. Pia Jr. Meyers, Harrrison & Pia, LLC (Session Co-Chairs)
E2 Using ESOPs to Structure Acquisitions and Divestitures in an Uncertain Economy
An interactive panel/audience discussion focusing on (a) the advantages that the leveraged ESOP structure can bring to professionals charged with structuring acquisitions and divestitures in an uncertain economy; and (b) related structures and planning considerations.
William Merten, McDermott Will & Emery LLP (Session Chair); Chuck Coyne, Empire Valuation Consultants; Merri Ash, First Bankers Trust Services
E2 Section 409(p) Testing and Solutions: What the Company Needs to Know
This session will describe the testing required under Section 409(p), the importance of not failing this test, and strategies for preventing failure. We will focus on the plan sponsor's role in understanding the test and preventing failure.
Pete Shuler, Crowe Horwath (Session Chair); Mark I. Bogart, Vedder Price P.C.
EQ Executive Compensation in an ESOP Company
Not your normal slideshow, this lively session will walk through the good, the bad, and the ugly of compensation governance and award programs using actual issues encountered by ESOP companies.
Matthew Keene, The Principal Financial Group (Session Chair); Allison Wilkerson, K&L Gates LLP; Susan Stelter, West Monroe Partners
LG ESOP Decision Making from the Front Lines
In a case study format, our session will explore how various ESOP-specific issues arose and have evolved in parallel with changes in Pacific Steel & Recycling's corporate governance, ESOP governance, management succession, and internal communications strategies.
Robert Gross, Prairie Capital Advisors, Inc. (Session Chair); Tim Culliton, Pacific Steel & Recycling; Jeff Millhollin, Pacific Steel & Recycling
CC Make it Simple: Communicating Governance & Legal Issues to Employees
Whether you have to or whether you just want to, communicating technical, legal or governance matters to employees can be tough. This session describes the ins and outs of communicating complex issues to employees in ways that are effective as well as engaging.
Anthony Mathews, Beyster Institute; Chuck Bachman, Menke & Associates, Inc. (Session Co-Chairs)
CC Case Studies on Building a More Innovative, Engaged Workforce
Come and learn from the experience of successful companies, including stories of how they made employee ownership work.
Loren Rodgers, NCEO (Session Chair); Speakers will be announced at the conference
