March 19, 2026

Why Employees Want Equity — And How ESOPs Deliver

A shift is underway.

Employees are no longer satisfied with compensation alone — they want ownership.

In Episode 16 of ESOP Radio, we explore how this trend is influencing business owners, particularly in regions like California’s Central Valley, and why ESOPs are increasingly being used as both a growth and succession strategy.

The Shift: From Compensation to Ownership

Traditional benefits are no longer enough.

Employees are actively seeking:

    • Equity participation

    • Long-term wealth creation

    • Alignment with company performance

This shift is influencing where people choose to work — and how companies compete for talent.

ESOPs as a Strategic Tool

Companies are responding by using ESOPs to:

    • Attract and retain employees

    • Create an ownership mindset

    • Improve operational performance

    • Provide liquidity for shareholders

    • Plan long-term succession

Importantly, ESOPs are flexible — ranging from minority ownership stakes to 100% employee ownership.

Financial Impact

ESOPs can drive long-term performance through:

    • Tax advantages (especially S-corp ESOP structures)

    • Increased employee engagement

    • Operational efficiency improvements

    • Aligned incentives across the organization

🎙️ Listen to the Episode

Chapter 1: Introduction

0:04

Hi everyone. Welcome to the official ESOP Radio.

0:08

I’m Trevor Gilmore, CEO of Menke, and I’m Ben Spadt. Investment banking with Menke.

0:17

There is a new trend emerging in California’s Central Valley Valley.

 

Chapter 2: Central Valley Trend: Employees Want Equity

 

0:21

That is, the large valley that starts around Sacramento and goes all the way down to Bakersfield and a little bit further south.

0:29

It’s often called the breadbasket of the United States. A lot of agriculture happens there.

0:35

Employees are now demanding skin in the game. As a result,

0:39

a lot of Central Valley companies are using Esops as a growth and incentive strategy.

0:44

Hat tip to the Business Journal for reporting on this new trend. Ben, what can we make of this? Yeah, I think, you know,

 

Chapter 3: Shift Away from Traditional Benefits

 

0:52

you alluded to it a little bit, but employees don’t. Standard benefits aren’t enough anymore. Employees what skin in the game.

0:59

And they want to realize some upside towards the future.

1:02

So if I’m an employee in the Central Valley taking a look at prospective jobs out there. In the past, you were looking at normal benefits,

1:10

paid time off, health insurance, and so on.

1:15

Esops or any sort of equity included in that compensation package is often not part of it. So you’re saying, hey,

1:22

employees are now armed with this knowledge that there are Esop owned companies out there in the Central Valley, and I want to seek those out.

 

Chapter 4: Recruiting Advantage of ESOPs

 

1:30

You’re absolutely right. And even, you know,

1:32

perhaps you’re employed currently at a company that doesn’t have any Isa,

1:36

but you’ll see some in your community that are and that’s a oftentimes an attractive,

1:41

you know, option for those employees to move. The second piece here is kind of, you know, that mentality shift.

1:47

We’re seeing not only boomer, boomers that are selling businesses,

1:51

but gen X businesses owners are planning now for the long term, you know, whether it be the future of the company, of the long terms of their lives.

1:59

And many of them are using these Esop structures as a conduit for their own liquidity, but also for succession.

 

Chapter 5: Gen X Succession Planning Shift

 

2:07

And I think even, you know,

2:08

if I wanted to put it in a real close neighborhood type setting, you know,

2:13

you want to go into the grocery store and be able to look your, your employees in the eye. Absolutely.

2:20

And let’s talk about this trend we’re seeing with Gen X’s daughters.

2:23

And we’re seeing this here at many across our client base.

2:28

There’s been a change in the past couple of years with our new clients come in and the door staying here men key design and ease of structure.

2:35

For me that’s going to provide a long term ownership, succession, liquidity for me.

2:42

And on top of that, business continuity and it’s often a Gen-X business owner who is thinking that long term as you’re like,

2:51

hey, in the next five, ten years, I want to have an orderly transition. I want to plan this out.

2:57

I don’t want to wait for fate to decide for me.

 

Chapter 6: ESOPs for Liquidity + Continuity

 

3:00

And that’s been a huge shift compared to what we saw in the past with different generations and in terms of long term thinking.

3:06

And it’s cool that we’re seeing this trend in the Central Valley. Absolutely. And you’re right, we do see it across the board.

3:15

And like I said, it’s no longer just the silver tsunami.

3:18

But we have these Gen Xers that want to take some chips off the table and, and sort of add to that company culture.

3:25

And furthermore, data proves out that a good equity share program like an Esop can help lift business revenue and profitability in the long term.

3:35

You know, some of it be a tax savings, some of it because these employees now have skin in the game. I mean, we talked with,

3:41

one of our interviews in the past about how they have their staff now looking towards fuel costs and how do I save money there so my account can grow in the future?

 

Chapter 7: Performance & Profitability Impact

 

3:51

Absolutely. And Esops are very flexible,

3:53

as we highlighted in our Esop bootcamp and different Esop radio episodes and Esop can come in. I’m own, 1% of the company can own 100%.

4:03

So just like you think tech companies out there that have employee incentive stock and that just is maybe 2 to 5% of the capital structure.

4:13

Same thing with the Esops. It does not need to own all the company. It can earn a small chunk.

4:18

You know, there’s no right or wrong answer.

4:19

You can always increase the Esop ownership over time.

4:22

So we’re seeing that fit in into these models out there in the Central Valley.

4:27

So data proves that good equity share programs such as Esops lift the business revenue and profit for the long term.

4:34

Ben, I know you did some research here.

4:36

Provide some insight there on how a good equity share program like an Esop can enhance the company’s long term cash

4:45

flows and long term strategy and long term survival. Absolutely. So, you know,

 

Chapter 8: Tax Advantages of ESOPs

 

4:50

let’s think of it in terms of 100% Esop to begin with.

4:54

A lot of times we have these, you know, you sell the entire company to the Esop. And so if it’s an S Corp,

5:01

all those profits flow through to the owners.

5:04

And the owner in this case is an Esop trust and Restore Trust does not pay tax.

5:10

So we’re getting a huge tax savings on the corporate level from that with which can increase profitability there alone.

5:19

And then additionally, you know,

5:21

if we think more from a qualitative aspect, less quantitative,

5:26

we have everybody rowing in the same direction, so to speak.

5:29

Everybody’s working towards that same shared goal,

5:32

and everybody is operating a little bit more efficiently. Perhaps everybody understands that, you know,

5:39

if we take care of things a little bit better, these things that we now own,

5:44

our profitability will increase and the numbers bear themselves out. The most recent data is from 2023,

5:50

but it just shows that of the most successful private companies in the United States,

5:55

a good chunk of them are esops or have some sort of equity component. Absolutely. And, Ben,

 

Chapter 9: Ownership Mindset & Efficiency

 

6:03

you have good insights into our sustainability practice here at many companies.

6:08

Are there long term cash flow planning and Esop buyouts and so on.

6:12

And you see probably a lot of Esop millionaires in that data. Absolutely.

6:18

And a lot of times that’s the first question we get is when when do I become a millionaire as this Esop employee. And at the end of the day,

6:26

you know,

6:26

you just continue to put in that hard work, continue to grow.

6:30

And there are companies that you would not expect that somebody that started out scooping ice cream or pumping gas has become a millionaire

6:38

just by showing up to work and doing their job. Yeah, amazing stuff here.

6:44

So I think the main takeaway here of the trend that we’re seeing in the Central Valley,

6:49

which I think is we’re going to see this nationwide as well, you know, is there’s a trend with employees wanting to gravitate towards

6:57

companies that will give them skin in the game so that their hard work translates to future wealth in the long term.

 

Chapter 10: Talent Attraction & Retention

 

7:08

So the idea of, hey, I’m just, you know, working for cash and that’s it.

7:11

And I don’t care if I have skin in the game. You know, I think that those days might be limited. No, I fully agree.

7:21

And I think whether the company sells 5% or 100% to the Esop,

7:26

you know, it solves a lot of a lot of questions that they may be searching for. How do I attract and retain top talent. And this can be a big component to that.

7:34

You know,

7:35

part of the total package or total rewards is a lot of the HR speak is.

7:39

But these problems these issues are not just from the Central Valley.

7:45

They apply to businesses across the United States.

7:49

And I think that’s where we can fit in to really help out identify these problems,

7:53

these pain points that these companies face. And we have solutions for them. Absolutely. And and then I’ll give you two scenarios.

 

Chapter 11: Final Takeaway: Equity as Expectation

 

8:00

Option one is a job offer for a consulting firm that has a decent base,

8:08

you know, maybe some incentive pay. You know, bonuses and so on, but no equity.

8:13

Option two is one that offers long term equity. All things equal.

8:18

Was wondering in the pic if you take the long term equity, of course.

8:22

I mean I don’t have to think about tomorrow then or I have to think a little less hard. You know, that’s already taken care of.

8:30

Whereas today I just have to worry about showing up, doing my job, getting things done. Exactly. So skin in the game,

8:37

we always give the analogy no one washes a rental car,

8:41

and it’s really cool to see that this is happening nationwide.

8:44

And I think a bit of it is always supply demand. Two right. Has talent is out there. And on top of that.

8:50

So the companies need to be awesome places where employees want to work. And on top of that,

8:54

you have so many business owners who need to create a strategy for their business, for their long term succession,

9:01

for their liquidity.

9:03

Esop and the right fact pattern makes tons of sense. It’s not for everyone, as we know, but for the right company. And we always say,

9:11

hey, if your company is better off independent, Esop could be a viable structure here. I fully agree Trevor.

9:18

Good point. Yeah.

9:20

So let’s leave here with one question for you listeners.

9:22

How are you using equity in your growth strategy. Send us a note to chat more.

9:27

Reach out to us email or follow us on Spotify,

9:30

Apple, YouTube and also ESOP Radio on LinkedIn. Hope you enjoyed the session! Have an awesome day everyone!

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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

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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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