July 30, 2025

Empowering Workers, One Share at a Time: Highlights from the U.S. Senate’s 2025 ESOP Hearing

Update (July 31, 2025): The Senate HELP Committee has now unanimously passed the ESOP bills discussed in this hearing. [Read the follow-up here →]

On July 24, 2025, the Senate Committee on Health, Education, Labor, and Pensions (HELP) convened a powerful and bipartisan hearing under the banner: “Empowering Workers by Expanding Employee Ownership.” With support from both sides of the aisle and testimonies from seasoned leaders in employee-owned companies, the event spotlighted the transformative power of Employee Stock Ownership Plans (ESOPs) in creating wealth, security, and dignity for American workers.

Title slide for the U.S. Senate Committee Hearing on “Empowering Workers by Expanding Employee Ownership,” indicating coverage begins at 10:00 am.
Opening slide for the Senate HELP Committee’s July 24, 2025 hearing, titled “Empowering Workers by Expanding Employee Ownership.” The session focused on legislative and business perspectives on the ESOP model.

A Legacy Waiting on Washington

Kicking off the hearing, Chairman Bill Cassidy (R-LA) didn’t mince words. Citing a 51-year delay by the Department of Labor’s Employee Benefits Security Administration (EBSA) in issuing formal guidance on ESOP transactions under ERISA, Cassidy called for urgent action to remove legal ambiguity that discourages companies from adopting employee ownership structures.

He introduced two new bills:

    • The Employee Ownership Fairness Act, which would let ESOP companies contribute to 401(k)s without hitting IRS contribution caps—giving workers a chance to build even greater retirement security.

    • The Employer Employee Ownership Representation Act, aimed at ensuring ESOP representation on the ERISA Advisory Council.

Meanwhile, Senator Bernie Sanders (I-VT)—a long-time advocate for worker ownership—championed ESOPs as a vehicle to counter rising income inequality and the hollowing out of the American middle class. “Workers who own a piece of the company don’t just clock in,” he said. “They show up. They care. They stay”.

Meet the Witnesses: Voices from the Field

Brock Barton – CFO, King Arthur Baking Company (VT)

Barton shared how King Arthur’s transition to employee ownership in 1996 wasn’t just a change in structure—it was a cultural shift. Now a 100% employee-owned company, King Arthur sees higher engagement, accountability, and retirement readiness for its workers.

“Employee ownership has been the foundation of our success,” said Barton. “We’ve seen employees retire with savings they never thought possible”.

Eddy Dupuis – CEO, Acadian Ambulance (LA)

From just two ambulances in 1971 to over 5,000 employees today, Acadian’s ESOP story is both personal and powerful. Dupuis noted that in 2025 alone, 30 retired employees walked away with over $1 million in ESOP distributions, many of whom earned less than $80,000 per year.

“Our ESOP didn’t just grow the business—it built a culture where people see themselves as owners, not just employees,” he testified.

Dupuis also endorsed The Promotion and Expansion of Private Employee Ownership Act of 2025, which would offer tax incentives to owners selling their business to an ESOP.

Bill Roark – Executive Chairman, Starfish Holdings (AL)

A former defense contractor turned ESOP evangelist, Roark founded Torch Technologies with employee ownership baked in from the start. His company, now certified as an Evergreen Company and Public Benefit Corporation, boasts over $800 million in annual revenue and a long-term commitment to staying 100% employee-owned.

“We’ve created a model where employees aren’t just working a job—they’re building a legacy.”

Dr. Joseph R. Blasi – Distinguished Professor, Rutgers University

With 50 years of bipartisan ESOP research under his belt, Dr. Blasi provided the data to back the anecdotes:

  • ESOP participants over age 50 have twice the retirement wealth of non-ESOP workers.

  • ESOPs report lower layoffs, greater productivity, and higher wages.

  • Yet despite this, fewer than 7,000 companies in the U.S. use the model, primarily due to regulatory uncertainty and lack of awareness.

He called for broader financing options, updated ERISA guidance, and more government-backed promotion of employee ownership.

The Takeaway: A Bipartisan Path Forward

What made this hearing stand out wasn’t just the heartwarming stories or the academic validation. It was the rare, unified tone from both Republicans and Democrats that employee ownership is good for business, workers, and the economy.

The call to action is clear: Modernize regulations, remove legal roadblocks, and let ESOPs grow.

As Senator Sanders reminded everyone, even Ronald Reagan once said, “Employee ownership is the next logical step.” And nearly 40 years later, Congress might finally be ready to take it.

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

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

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

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

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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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