November 1, 2024

A Fireside Chat with Ringland-Johnson

As part of The Menke Group’s fiftieth anniversary celebration, our CEO, Trevor Gilmore, is holding a series of virtual ‘fireside chats’ with our clients to discuss their ESOP journeys.

Brent Johnson, CEO of Ringland-Johnson, shared his insights recently. Ringland-Johnson is one of the top industrial and commercial construction firms in the Midwest with a history that dates back over 75 years. The company was founded in 1946 in Des Moines, Iowa and became employee owned in 2019.

Could you comment on Menke’s role in the employee ownership journey for Ringland-Johnson?

Menke played a crucial role in guiding us through the transition to employee ownership. Their expertise in ESOP structuring and implementation ensured a smooth and efficient process. They provided us with invaluable advice and support, helping us understand the benefits and navigate the complexities of establishing our ESOP. Their hands-on approach and dedication to our success made them an indispensable partner in our employee ownership journey.

Three men in suits posing for a portrait.

Three Generations of Leadership — Carroll Johnson, then Larry Johnson, and now Brent Johnson continue the family tradition.

What benefits has your ESOP delivered for your company?

Our ESOP has significantly enhanced the company’s stability and performance. By aligning the interests of the employees with the long-term goals of the company, we’ve seen increased productivity, profit, innovation, and a stronger commitment to quality. The shared ownership model has also improved our ability to attract and retain top talent, as employees are motivated by the opportunity to directly benefit from the company’s success.

What is the perspective from your employee owners on the ESOP journey?

For our employee owners, the ESOP has provided a sense of pride and ownership in their work. It has created a more inclusive and collaborative workplace culture, where everyone feels invested in the company’s achievements. Financially, the ESOP has offered a valuable retirement benefit, contributing to the long-term financial security of our employees.

Has your community benefitted from the Ringland-Johnson ESOP?

The benefits of our ESOP extend beyond our company to the wider community. As a locally owned business, the economic success and stability we achieve through our ESOP translate into increased local investment and job creation. Additionally, our employees, as stakeholders in the community, are more engaged in local initiatives and philanthropy, further strengthening community ties.

What is Ringland-Johnson looking forward to as you continue your ESOP journey?

From the company’s perspective, we look forward to continued growth and innovation driven by our empowered and motivated workforce. We aim to leverage the collective knowledge and creativity of our employee owners to explore new opportunities, enhance our competitive edge, and achieve sustainable success.

How about your employee owners? What are they looking forward to as you continue your ESOP journey?

As employee owners, we are excited about the potential for personal and professional development. We anticipate increased opportunities for skill-building, career advancement, and financial growth. The sense of ownership and shared purpose will continue to foster a supportive and dynamic work environment.

Finally, can you share your thoughts on how the Ringland-Johnson ESOP journey will evolve with your community?

From a community perspective, we look forward to deepening our engagement and contributions. We plan to strengthen our partnerships with local organizations, support community projects, and promote economic development. By thriving as an employee-owned company, we aim to set an example for other businesses and encourage broader adoption of the ESOP model, thereby creating a more resilient and inclusive local economy.

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Learn why an ESOP is better for You,
your Business, and your Employees

Upcoming Web Seminar

Free 90-Minute Webinar for Business Owners, CFOs & Advisors

Learn how ESOPs fuel growth, reduce taxes, and power succession—without giving up control.

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Why 2026 is the Time for ESOPs

Strong companies are using ESOPs to play offense. With rates stabilizing and talent still tight, employee ownership is delivering a durable edge:

    • Founder Liquidity—On Your Terms. Create a market for your shares without selling to private equity or competitors.
    • Major Tax Efficiency. Enable capital‑gains deferral for selling shareholders (Section 1042 eligibility) and reduce or even eliminate ongoing corporate income tax for S‑Corporation ESOPs—freeing cash for growth.
    • Talent Magnet. Meaningful employee ownership boosts engagement, retention, and performance—without relying solely on wage increases.
    • Resilient Margins. ESOP tax advantages help counter wage pressure, input costs, and tariffs—so more operating cash flows to strategy.
    • Control & Culture Intact. Transition ownership while keeping leadership and values in place.. Transition ownership while keeping leadership and values in place.

Bottom line: ESOPs create a rare win‑win‑win—for owners, the business, and employees.

What You’ll Learn

ESOP 101—Modern Playbook
How ESOPs work in 2026, who qualifies, deal structures, and timelines.

Tax Strategies that Change the Math
Capital‑gains deferral, corporate tax reduction/elimination for S‑Corp ESOPs, deductible contributions, and cash‑flow modeling.

Talent & Culture
Retention without across‑the‑board raises; ownership communications that actually move the needle.

Protecting Margins
How ESOP incentives can offset cost inflation and support reinvestment.

Valuation & Financing in Today’s Market
Bank/seller notes, mezzanine options, rate considerations, and why “bankable ESOPs” are closing now.

Governance & Control
Board, trustee, and management roles—what really changes (and what doesn’t).

Who Should Attend

    • Business Owners planning an exit, partial sale, or recapitalization

    • CFOs evaluating capital structure and tax strategy

    • Advisors & Succession Planners guiding owner‑led companies

    • HR & ESOP Committee Members building engagement around ownership

Agenda (90 Minutes)

    1. Welcome, Speakers & Why ESOPs in 2026 (5 min)
      Quick orientation; who Menke is and why ESOPs are winning right now.
    2. ESOP Basics & Business Owner Benefits (10 min)
      What an ESOP is; liquidity, diversification, succession, productivity.
    3. Myth‑Busting: What ESOPs Do—and Don’t—Require (5 min)
      No, you don’t have to sell 30%+, borrow big, or give up control.
    4. Deal Structures & Transaction Paths (10 min)
      Cash‑contribution (pay‑as‑you‑go), leveraged (bank/seller notes), and stock contribution; when each fits.
    5. Typical Scenarios & Outcomes (10 min)
      Gradual sales, minority/majority sales, 100% buyouts, and recap strategies.
    6. Who’s a Strong Fit (and Common Constraints) (5 min)
      Profitability, team/transition readiness, industry notes.
    7. Tax Strategy Deep Dive (10 min)
      S‑Corp ESOP distribution savings; C‑Corp §1042 capital‑gains deferral; entity‑path options.
    8. Valuation & Pricing vs. Third‑Party Sales (8 min)
      FMV standards, control vs. minority value, practical comparisons.
    9. Financing the ESOP (8 min)
      Bank market overview, seller paper, balance‑sheet effects, cash‑flow modeling.
    10. Plan Operations & Employee Communications (8 min)
      Eligibility, vesting, distributions, disclosures, and how transparency drives results.
    11. Culture, Engagement & Measured Performance Uplift (6 min)
      What changes on day 2; tying ownership to productivity.
    12. Roadmap & Next Steps (3 min)
      Feasibility, design/adopt, contributions, and timing the sale.
    13. Live Q&A (2 min)

Hear From Past Attendees

“I came in skeptical. I left with a concrete roadmap and the math to brief our board.”

“This clarified our exit plan and showed how we can reward employees at the same time."

Your Presenter: Phil DeDominicis

Phil DeDominicis is an ESOP strategist and M&A advisor who has guided 300+ companies through ESOP formations, financing, and transactions over 20+ years at Menke & Associates. He specializes in selling ESOP‑owned businesses to financial or strategic buyers and in helping ESOP companies acquire other businesses.

Before Menke, Phil spent 14 years in investment banking M&A at Morgan Stanley and Salomon Smith Barney, advising middle‑market companies on change‑of‑control transactions. He holds a B.S. in Chemical Engineering from the University of Delaware (1985) and an MBA in Finance & Accounting from UCLA Anderson (1989). Phil currently serves on six for‑profit and not‑for‑profit boards.

What Phil will cover:

    • Where ESOPs win in 2026 (tax, talent, and control)
    • Owner liquidity paths: minority, majority, and 100% sales
    • Financing options and what lenders look for
    • Valuation reality vs. third‑party sales
    • How to prep a board, trustee, and employees for a successful close

Reserve Your Spot Now

Seats are limited. Save yours now and receive the ESOP Feasibility Checklist.

10:00AM – 11:30AM PT
11:00AM – 12:30PM MT
12:00PM – 1:30PM CT
1:00PM – 2:30PM ET

No cost. Suitable for companies with $5M–$500M+ in revenue across construction, manufacturing, services, distribution, tech, and more.

FAQ (Quick Hits)

    • Do I lose control? No—most ESOPs preserve day‑to‑day control with your leadership team and board.

    • Is this only for certain industries? ESOPs work across sectors when cash flow is stable and leadership continuity matters.

    • Can we do a partial sale? Yes—stage liquidity over time while capturing tax benefits.

READY FOR AN ESOP NOW?

Interested in finding out how an ESOP could work for your company?

For a free preliminary analysis, just fill out our ESOP Feasibility Questionnaire.

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