March 23, 2021

AEC Firms with ESOPs Valued 35% Higher, According to New Study

Architecture, engineering, and construction (AEC) firms with Employee Stock Ownership Plans outperformed traditionally-owned AEC firms in four out of six valuation categories, according to Zweig Group’s recently released 2021 Valuation Report of AEC Firms. These findings demonstrate how an ESOP can create wealth for employees and owners alike in these vital industries.

MKSK, Employee Owned Architectural Firm

MKSK, a Menke ESOP client, transitioned to an employee ownership structure in 2019.

Notably, the report found that the median value per employee is more than 35% higher at AEC firms that have ESOPs than at those that do not: $103,283 vs. $75,988. Studies have shown that workers who have an ownership stake in their company have higher productivity, take more pride in their services, and drive higher sales, so perhaps it should not be surprising that ESOP companies would have such a dramatically higher value per employee.

Additionally, ESOP companies scored higher in terms of:

  • Value/net revenue (0.76 vs. 0.54)
  • Value/EBITDA (5.05 vs. 3.92)
  • Equity value/profit (3.78 vs. 3.75)

These findings are clearly good news for employees at ESOP firms, as they show that their ESOP not only gives them shares of their company, but is likely to make that company significantly more valuable than it was before the ESOP was implemented. That kind of wealth creation has the power to be life-changing, empowering employees who may have not been able to do so otherwise to have comfortable retirements or purchase homes.

The report notes that, “Some very large and prominent firms in the AEC industry are now organized as 100% ESOP-owned S-Corporations.” That is certainly true—the Menke Group has been proud to assist numerous AEC firms with their successful transitions to 100% employee ownership, including Ringland-Johnson Construction and MKSK. But what the report does not explicitly state is how their findings show ESOPs can generate wealth for business owners who do not sell 100% of their company from the start.

There is a misconception that selling to an ESOP is a one-time thing; that when you create an ESOP, you sell your ownership stake and you get the agreed-upon price for your shares on the agreed-upon timetable, and that’s it. This is often tied to another common misconception, which is that owners must sell 100% of their shares to the ESOP. These ideas could not be further from the truth.

In actuality, shareholders can sell as much or as little as they choose to the ESOP when it is first created and then sell more whenever they could use the liquidity (although some tax benefits only apply once the ESOP owns a certain percentage, and each company’s unique financial situation may play a factor in how much it makes sense to sell). You could sell 30% of your company to an ESOP in 2021 and never sell another share, or you could sell another 10% five or ten years later, an additional 10% three years after that, and so on.

When you only sell a portion of the company to an ESOP instead of 100%, we call this an Employee Incentive ESOP, because you are creating a powerful benefit for your employees without necessarily making it your exit strategy.

The findings in Zweig Group’s report show that AEC company owners who pursue an Employee Incentive ESOP may be putting themselves in a lucrative position. An ESOP is required to pay fair market value for any purchase of company stock based on an independent appraisal at the time of the sale. So, if you sell a portion of your stock to implement an ESOP, and then the value of the company shoots up by a third in the following years, you will be able to reap the rewards of that increased value if and when you decide to sell some more.

We are delighted to see Zweig Group’s report show what we have believed since 1974: that ESOPs add tremendous value to companies and put more money in the pockets of workers and owners alike.

Contact Menke today to find out what an ESOP could mean for your business.

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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

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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.

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