When a second-generation construction company reaches a crossroads, the decision isn’t just financial — it’s personal.
In this episode of ESOP Radio, Trevor Gilmore and Ben Spade sit down with Dave Jaeger, CEO of Legacy Utility Group, to discuss why he chose an ESOP over private equity — and how that decision shaped the company’s long-term strategy, culture, and leadership alignment.
The Crossroads: ESOP or Private Equity?
Legacy Utility was growing. Private equity firms were calling. Liquidity was available.
But Dave and his team weren’t just looking for a transaction — they were looking for alignment.
In this conversation, Dave explains:
Why private equity didn’t align with his long-term vision
How an ESOP created liquidity while preserving independence
Why cultural continuity mattered more than headline valuation
How the decision impacted recruiting and retention
For many founders, the question isn’t simply financial — it’s philosophical.
Pairing EOS with Employee Ownership
One of the most compelling parts of this conversation is how Legacy Utility paired its ESOP transition with the Entrepreneurial Operating System (EOS).
Dave explains how EOS helped:
Clarify roles and accountability
Align leadership around long-term goals
Strengthen operational discipline
Build ownership mindset across the organization
The result was not just a transaction — but a structured 10-year plan.
Managing ESOP Debt and Risk
No ownership transition is without risk.
Dave shares candidly about:
Managing leverage responsibly
Cash flow discipline
Educating employees about ownership
Setting realistic expectations
This episode offers a grounded look at how ESOPs function in capital-intensive industries — and how risk can be managed thoughtfully.
What He Would Tell Himself Three Years Earlier
One of the most valuable moments in the episode comes when Dave reflects on what he would tell himself three years before the transaction.
His answer highlights:
Preparation
Leadership development
Financial readiness
Timing considerations
For business owners weighing their succession options, this perspective is especially instructive.
🎙️ Listen to the Episode
Video Transcript
Introduction
Hi, everyone. Welcome to Esop radio. Your host today are myself, Trevor Gilmore,
and Ben Spadt.
Hi, everyone. Thank you for joining us today. We share real stories of successful companies who use Esops or employee stock ownership plans,
as an alternative to selling the company to a third party to kick things off. So quick introductions.
I’m Trevor Gilmore, CEO of Menke I’m joined by my colleague, Ben Spadt. Ben, give us a quick introduction, please.
Sure. My name is Ben Spadt, and I’m an Esop investment banking consultant with Menke as well. I’ve been in the game for about 10 to 15 years.
Everything from valuation to transaction work. Which brings me here today.
Thanks, Ben. And today, our guest is Dave Jaeger, CEO of Legacy Utility Group.
Dave is a second generation owner of the company and has ambitious goals for the company and himself.
The ownership crossroads: ESOP vs Private Equity
Legacy. Utility was at a crossroads. A lot of founder led contractors hit, which is Esop versus private equity.
What do you do to take the company to the next stage? They’re also running iOS, which is called Entrepreneur Operating System.
Today we unpack what that really means. Now let’s go ahead and kick things off there. Dave, can you give us a quick introduction?
Yeah, I’m Dave Jaeger, I’m CEO of, Legacy Utility Group and also NorCal Pipeline Services.
I’ve been in the business for my entire life. Awesome. Thanks, Dave.
In one sentence, what ownership decision were you facing last year when you decided to embark down this easy path?
Yeah, for us, it was how to create a long term plan that meets the needs of both partners. Myself and my father.
That makes a lot of sense. And what sort of ownership options did you explore
before you were in any of that? Yeah. So we we looked into private equity and, and then just
didn’t really find that to be a fit and then looked into Esop, just doing a feasibility study to see if we would even qualify. And
short year later we transacted. That’s great.
So it took a look at a couple different options, went down the Esop path, feasibility and so on.
You as you looked at the top option, were all shareholders on board with that?
And, you know, what did that process look like?
Yeah, for us, it was, it was there’s a lot there. Right. So when you when you were comparing private equity to Esop, the issue for us
with private equity was, I wanted to make sure I took care of the people that got us to where we are.
And I didn’t really see an avenue, quite frankly, with, with transaction transacting a sale or M&A,
versus Esop created an opportunity for us to take care of the team that got us to where we are and helped, incentivize us to go forward.
The, the appeal for, for my partner, was was the long term, you know,
ability to finance was the liquidity and the de-risking for him, was, was was paramount and why it was a made sense for him.
And then for me, it created, a long term plan. I remember when we transacted, nine months ago,
Why PE didn’t feel right
the first thing I thought of was I, for the first time in my life, I feel like I have a ten year plan. Being a business owner
for so long, it seems like, you know, it’s especially in the early stages, you’re living day to day, week to week.
And, here we fast forward almost 20 years later of doing this and, and finally felt like, okay, here’s here’s
that ten year layout of what this is going to look like. And now, now we can really, hit the nose
and put our nose down and grind to get to where we need to be. Let’s create some company to create a ten year plan here.
And it’s not a lot of objectives as well. You know, first generation liquidity spreading ownership amongst the employees.
And, you know, really aligning everyone’s interest. So you know so far win win. Let’s take a step back here and talk about the story of legacy utility Group.
You know, it’s a great one. It’s a great business story here. So you can give us, you know, say 62nd overview on the history of legacy
and how the company started and, you know, how you went down this growth path and to land where you are today.
Yeah. So, 20 years ago, roughly, my dad and I started a company called NorCal Pipeline Services and named it NorCal Thinking Small and, geographically
and and, as things progressed, we were lucky enough to be in an industry and have some good relationships that helped us grow really quickly.
Expanding throughout California initially. And, and as things progressed and we, we,
we got a little bigger and a little bit bigger as a company. We decided that, you know, we wanted to have the opportunity
to expand outside of California and really didn’t feel that having a California based name made a lot of sense.
And so creating the legacy utility group with other entities that I own,
creating a holding company that the employees could all be a part of and, bring all of the entities that we owned together
and then offer expansion outside of California into other markets and taking that, that infrastructure that we built with NorCal and applying it
to other entities, whether we do M&A or organic start up in other states and other parts of the country,
that’s great. And to put it in context, I was on the Pacific Coast Highway down here, Southern California, a couple weeks back, and I saw all your trucks,
you know, doing that. Yeah. So it’s you see it all over California, right? And, you know, it’s one thing talking about the company,
you know, on these calls and it’s another thing actually seeing you all in action, you know, and that was cool to see, you know,
coming back. You know, we actually, we were able to work for another company you transacted with, Toro as well.
Another Esop company. We, our, our team kind of pushed into there, you know, leaning on the relationship aspect of these OP and was able to,
do a little bit of work with them up toward the Fonterra. Toro. That’s great. Yeah, they do a lot of highway work here in Southern California.
Yeah, yeah. So, you know, thinking long term, you know, where do you want to win in the market?
Legacy Utility’s competitive moat
And then that’s question number one. Question number two is, you know, what do you think your mode is.
You know, in terms of success. You know, it’s you know, people, you know, service. You know, there’s all these different components that make up a mode.
And obviously legacy has a strong one. So I curious after going through this process, you know,
what that looks like for you all, if that’s changed at all. Yeah, I think for us, I mean, your first question where
where do we win in the market? I think once people meet our team, we lead with service and building long term relationships.
That’s, been paramount. And it’s how we got started. And, I think that that that’s also, our moat because,
you know, customer trust, you know, creates, repeatability of delivery. So, for example, if a GC or a city or a utility
that we’re working for has been burned before, what they’re buying from us isn’t necessarily the service, but it’s the certainty.
You show up when you say you are. You solve the problems without drama. You document cleanly. You don’t create downstream risk for them.
That trust creates a flywheel. And the trust equals negotiated work, which we become a preferred vendor.
And then it’s we create a stable backlog, which means we create better crews. And it just starts to create a almost circular effect.
Right? It like I said, a flywheel. That’s great. So service trust.
Yeah. It’s basically the building blocks of you know, like long term building a moat.
You know, on top of that, you think going Esop to, all those components that to a successful company, you know, one whose culture
can thrive under any sort of ownership here? Yeah. I think that’s the hardest thing for like our competition to copy
because it lives in dozens of small behaviors. It’s not necessarily on a brochure or somewhere. Right.
It’s so things that that we’re able to do to create those long term relationships that that really, really drives home the the ability for us to service
and take care of our customers the way they need to be taken care of. Yeah. That also is reflected in company value. Two writes.
Value is, you know, art and science, right? Science. The numbers, you know the company’s profit is a growth and so on.
The art of course, is that, you know, the moat and can be hard to quantify.
But you know what what you see is. Yeah. Who is that? The quote, someone famous.
But, what would you say, Dave, is the biggest constraint to growth right now. You know, some, factors out there, labor capital,
you know, risk, bandwidth. Yeah. I mean, that’s that’s a great question.
Biggest growth constraint: capital and cash flow
And there’s a lot, I mean, you could really do, a piece on all of those. I think for us right now where we sit, it’s capital, slow payment.
And the high cost of money makes it hard to scale, a little quick, quicker because, you know, it’s just,
I think post-Covid, it’s taking a little longer to get paid. And I, and I see that universally because
especially in our market, we’re like a second or a third tier sub. And so, a lot of times, you know, if,
if whoever our GC is working for is getting paid a little slower, then there’s a trickle down effect
into us into like, you know, a couple weeks later and a couple weeks later, all the while, we’re oftentimes financing that,
or just still waiting on payment while we have bills that go out weekly. Right?
Yeah, exactly. It’s all about cash flow, right? You know, it’s cash flow.
Cash flow. Cash flow. Yes. We fast forward ten years, you know, with your ten year plan here.
You know, when you when you look back, what would you say? Like, hey, we nailed it, you know, and you take a look at the last decade,
you know, time flies. Right. So we’re in the 2025 now. So fast forward to 2035 at the end you know.
Yeah. Looking back on that journey. Yeah. You know it’s it’s I was just having this conversation
with my wife about how fast this ten years is going to go by. And and I think for me,
if we have paid off our, our note and, and hit somewhere near our bag on our bag is our big, hairy audacious goal.
And, it’s, ties into us, which is one of the eyes is our operating system.
And, and, it’s something that the management team laid out basically is our, is our long term goal and our stretch goals for for top line
revenue and profitability. That’s great. So achieve them all.
You know that’s yeah. They’re going to kick it over to Ben here I know he has some questions about iOS
How EOS changed the business
and how that intersects with the Esop and certainly yeah. So thanks again today for joining us today.
But you’re on iOS and we’ve kind of nibbled around what that means. But how did it change how you run legacy utility?
Yeah, that’s a great question. So for us, it created clear lanes. Oftentimes, when you’re when you’re building the family business
and, and you’re growing and you’re small and you’re taking these incremental steps, you oftentimes find that that multiple people are working on the same thing
and maybe at different degrees, or you, you’re almost like, like a two headed monster going for one thing
when you really that’s not maybe optimal use of time for people. So for us, it’s simple as it sounds.
The first step was it, it laid out like, like more structure and allowed us to.
Okay, you operating this and I operate in that, which seems so, so elementary. But oftentimes when you’re living in the day to day
and you’re in the weeds a lot, it that becomes it can go and get lost. And so for us it created this, this structure that allowed our team
to operate in their, what we call our super powers and allow them to operate in their lanes. And so I got, you know, my operations working in ops and sales, working in
sales versus a little bit of maybe, maybe coloring outside the lines and getting in each other’s in the weeds a little bit with each other.
Us kind of eliminates a lot of that or helps helps kind of highlight it. So you see it a little bit more clearly to make the conversation a little easier.
When you see people that maybe you’re overstepping, it’s all in good intent, but in reality it’s not really helping move them, move the needle forward.
The other thing it did for us is it gave us, short term and long term goals.
And so it’s one thing to sit down and talk about, hey, we want to get here in revenue and we want to do this and do that.
But in reality you create like a what I referred to earlier as a bag, which is a, you know, for us as a is a top line revenue goal.
And then there’s also smaller, 90 day, one year, 3 or 5 year goals that you put inside of that box.
And, and you create these, these to do’s and rocks that your team is, is working towards, which ultimately help you reach those,
those 91 year, 90 day, one year, five year goals that you’ve laid out. And
so these small little, little achievements help go towards the bigger goal.
Absolutely. And so those periodic, check ins, if you will, whether it’s a rock or,
you know, a 90 day check in that, that assigns some amount of accountability. And also, you know, I can follow back and say,
look, here’s what we’ve accomplished, but also here’s what’s yet to be done. And each one of those builds to a bigger, you know, bigger end goal, we’re there.
And those rocks, as you described seem to be pretty embedded in the way you operate now. But was there anything that you put it in place out of iOS and decided,
Holy cow, this really works for our company? Oh, wow. Yeah.
So we’re we’re, we’re really heavily, you know, invested in the iOS at this point.
The rocks, obviously, our weekly lens, which is what they’re just they’re weekly meetings.
Every level of the company, has their own Elton’s. Right. So we’ve we’ve pushed it down
to the second and third layer so it doesn’t just sit at management. We have we have those meetings, the same cadence, the same way
the management meeting is run is the same way. An accounting meeting is run is the same way. A sales meeting is run the same way an opportunity is run.
The other thing is, one of the first things we did is we create an accountability chart. It’s basically a version of an org chart.
And the accountability chart allows us to lay out the, the positions that we have within the org and, and then create what
those top 3 to 5 things that we expect out of those roles are. And then and it creates a realistic expectation
for those individuals to know, hey, these are the things that are expected of me in my job, which like what you said earlier, Ben, was, accountability.
This helped drive that home. So it’s it’s right in front of them. They see like, hey, is the salesperson. These are the top five things that I need to be doing.
And if I’m not that I’m not probably not doing my job and not work here anymore. Right. So create creates a lot of clarity, I think.
And, and oftentimes, you know, as a quick growing company, sometimes you lack a little bit of that.
And the other thing was, it created we have their scorecards, which is data, weekly data.
Right. So it can be as simple as profitability or top line revenue or bottom line, you know, gross margin and all these sort of things.
Right. Depending on the scorecard you want and the data you want to live and, for you, for your company, that makes sense.
For us, we have, you know, a handful of metrics. And then they, they changed based on the old ten. So what’s important at the management level might be a little more granular
at the operations level and might look different on the payroll meeting. And so all of our metrics are a little different,
but it allows us to be working towards the goal. And based off our budget, we create, you know, goals
and all these, metrics that are accountable weekly. And so then the team knows, hey, you know, we’re not hitting this
or we’re not hitting that, or we are, we’re crushing it right now. And good job, everybody. Let’s keep up the good work.
Absolutely. And I find it takes a little bit of fear out when you go in and meet with your boss, because you’re both working from the same set of rules.
Yep. And so, you know, you spoke about, those level tens or tens, and how you’ve made them repeatable and essentially the same thing
for management on down. So, you know, that sort of leads me to the next question,
which is if you disappeared, you, Dave Jaeger, disappeared for six months. What breaks first?
If the CEO disappeared for 6 months…
And how has this ethos reduced the risk of, you know, you get Covid, you’re out, you get,
you break a leg skiing or whatever, or you just say, the heck with it. I want to take a vacation. What is, Yeah. Well, breaks first.
You know, honestly, I, I, that’s that’s a deep question. I feel like with, with us implementing iOS and the team,
we’ve been able to build around us by one, having an Esop, to being an iOS.
And the clarity that exists there. I really think the only, the only real issue that we would have is I think culture would shift a little bit
because I drive that and I try to drive that. It’s really important to me. And I also think that, and I’m not saying it would go bad, it would just change.
The other thing is, is, our, you know, leaning back in on on the, iOS model, I, I’m a visionary.
So within that role, my job is to find, have big ideas, you know,
5 to 10 big ideas a year, big relationships and, and, and so that might alter the business if for that
period of time, there’s only two things I can really think of. But on the day to day, you
think that otherwise it’s going to essentially operate as normal. The only thing the visionaries gone and the culture warrior,
if you want to call it that, is, is, absent for that six months.
Okay. So, you know, we’re running the risk of making this a sales pitch for iOS.
And so we’ll bring that back to an Esop discussion. So, you know, iOS has a huge,
impact on culture, but it does take people driving it like you. And we found that, you know, Esops are a great fit for companies
with a great culture, great leadership structure, things like that. But at the end of the day,
you know, you’re selling the company to your employees. So why did the Esop rise to the top as a serious contender?
Why the ESOP rose to the top
I think for one of the things I already alluded to was, for us, it was allowing us to take care of the team that helped get us here.
Right. So, if you rewind for me, you know, ten years
and we started getting approached for M&A, and, it’s always flattering.
And one of those things that, you know, you never really thought of when you started a business and it was never it was never our goal
to sell it. It was always just to, to build something unique and, and, and, and try and take care of ourselves and the team around us.
And, so you start looking at him, and he and I always had the conversations and would sit down with people and, and, and really pick their brain
and understand what they were looking for and how I can be successful in their eyes and those sort of things. And, and, I always looked at it like, well, they already have a me
they already have a payroll person and a safety person and an ops guy, and they have this, they have that. So they’re just going to come in and they’re going to move on from my team
and they’re not going to need me. And then I also thought, well, I think I could do a model of what they’re doing on a on a smaller scale,
maybe I don’t have hundreds of millions of dollars, but yeah, I could I, I if I felt like I could, I could probably
maneuver in such a way that maybe I could, I could take what I’ve done and, and the infrastructure that I built and maybe push that on
to other other entrepreneurs that maybe needed that next level of help
to, take their company to the next level and somehow be a part of that, whether that was on a consultant basis or through acquisition of my own.
But the other thing was, is, you know, when it came back to the Esop thing, for us, it really was what I felt like.
And I think I’ve told Trevor this a handful of times, it was a win win. And so it created tax.
There’s a there’s a tax component for my, for my partner that that helped out right there was, some liquidity and then,
the, the, the taking care of the team and, and the ten year plan. Right. And so there came a point where it was like, okay, I’m 45 years old.
At some point, if we didn’t have some sort of plan, there’s no, there’s no
heir to to my, to to to me. And so, like, my daughters are really, really little
and there weren’t going to probably make it into the business before I wanted to retire. And so, if at all, if they ever wanted to.
And so I was trying to figure out what was that plan going to look like so we could recruit better talent. And also knowing that
somebody, you know, was going to come in and need a long term goal and what would that look like and how would we how do we create that for them?
And so when it came time for the Esop and we checked the boxes and we we were able to meet the minimums and, and, create something going here.
It just make too much sense. Like I said, it was a win win. My dad, my partner was able to transact and and get some freedom and, and de-risk.
And then I was able to lay out a ten year plan which has allowed us to recruit better talent. It’s allowed us to, like, maintain people in house
and allow them to go, okay, this is where we’re going. Like it’s it’s created a level of excitement around the office.
Whenever you start talking about it and we’re, we’re able to, to start really bringing it together, you can see that people are excited about what the potential is, that
Recruiting with an ESOP
now they get to have a stake in ownership of where they work. It’s not just a job anymore.
Absolutely. And so, you know, you you mentioned acquiring talent, as part of that and part of your ten year plan
when you do acquire talent, you know, it’s a highly skilled industry. It’s a very highly competitive industry for, attracting and retaining talent.
Do you feel that the and you’re pretty early on, but do you feel that the Esop can act as some sort of incentive?
You know. Yeah, we may pay you the same as the guy down the street. But here’s this added benefit.
Or, is it really resonating? A mix of both. I think it requires a deeper conversation.
A lot of there’s a lot of people who don’t who who maybe you’ve heard of it but don’t really understand it. And, so what I was able to do was I just created an open invite, calendly,
and then also created an email internally that basically any questions, just shoot them over. And, if I don’t know the answer, I’ll reach out to Trevor and say, hey,
this person’s got these questions that pertain specifically to them. Can you help me get the answers? And Trevor and the team and bank
have been really helpful in facilitating those answers. As far as recruiting goes. Yeah, absolutely.
I mean, it’s, just in the interview process, me being the most involved with the Esop, transaction from day one, whenever I’m in an interview
and people ask about it and I’m always the person the semi onsite at that point
and people ask, me, you know, to explain it, they ask me to, what it looks like for them.
And what’s the best thing, like, what’s, what’s the long term goals? What’s a potential, you know, story that I’ve heard or know from testimonials
from people that have been in esops and potential return on investment and, and then they ask how much they have to pay.
And I’m like, you don’t. And so all these, all these things that all play into it. Right. So it’s, it’s been fun.
It’s it’s exciting. You can see it creates it gets the wheels turning and it gets people their creative mind going. And it’s it’s fun. It’s fun to be a part of.
Absolutely. Yeah. You know, we’ve talked a lot about, all the good things that an Isa can bring.
Is there risk in an ESOP?
But is there a risk to you of implementing this? Is that this plan, whether it’s,
you know, we’re going to have to buy those shares when people retire. So there’s a repurchase risk.
Is there, you know, the cyclical nature sometimes of hiring, laying off that, and then,
you know, profitability swings with cost of goods sold, things like that. Just outlining, you know, these are brainstorm ideas, but are
is there a risk to the Esop that you are afraid of at this moment?
Afraid? No. I mean, I think ultimately the conversations that are had at a management level revolve around the fact that we have a debt.
Right? And, and that we have to pay it off and we have to operate in such a way that it needs to be paid, and we want to try and pay it
before its due. And, so are we have a ten year note roughly, and we’re trying to pay it off in seven. Right.
And so we want to be aggressive and, and and be be thought be thoughtful with with the debt that we have
and make sure we are, mindful of the fact that, you know, we have this debt that we need to pay off and, and operating in such a way
that we maintain gross margin and, and, and do things like that. So.
Yeah. Yeah, it sort of it seems to play in with a lot of those, you know, goals, your ten year plan, perhaps some of your rocks,
your 90 day goals, things like that. Do you find that ethos well has helped manage you
through the transaction process as well as the implementation of the Esop?
Yeah. You know, with us, for us, it gave us an opportunity to get data faster.
It felt like it felt like we were we were living live, you know, every week, every Thursday I had my management meeting, but there’s meetings throughout the week,
all week, for different levels of the business. And you have your scorecard and everything is live,
which then allows you to kind of run a little quicker. The more data you have, the faster you are. And in our business we run with the elephants.
And I always say, you know, when you roll with the elephants, there’s the quick and the dead. And so we’ve got to move quick.
And if we don’t then, you know, that’s going to it’s not going to be good for us. And so we’ve got to, we’ve got to stay ahead of it with, with the data.
That’s absolutely right. You know. And and having that at your fingertips is very important. I’m going to kick it over now to Trevor to ask you some questions
about the private equity side of this decision. Yeah, I think spin and yeah, when you think private equity right.
There’s a lot of different private equity firms out there. Yeah, yeah. Family offices.
You know, basically that’s the, private investment arm.
I mean, like a wealthy family, for instance. Much more a longer, hold period. The other classic private equity funds, you know, that flip in 3 to 5 years,
you have others that want to do, like a platform play, you know, kind of roll up, you know, and so on.
So, Dave, you know, we think about private equity. You know, I know that you had some interest out there, you know, over the years, right?
What did you get serious with any of those offers? And if so, you know, what kind of, would have been
its criteria to possibly entertain some of those? You know, and I know, of course, you ultimately went Esop, you know,
you didn’t go down, strategic or, you know, combination type path. I’m just kind of curious, you know, comparing that pitch to,
you know, the pitch of an Esop, you know, in essence and yeah, I mean, so
for me, I was always had a growth, a mindset. Right. And wanted to, wanted to continue to grow the brand and get it bigger.
And, and so for us, whenever we were approached by, private equity, whether it was large competitors, or, you know, venture capitalists
or anything along those lines, they always came in, they wanted our market and we had brand equity.
They wanted the California market, which is a unique animal to do business in. And it’s, it’s easier for them or anybody
really to acquire, than it is for organic startup. And so that was the, the, the approach and the appeal for them.
For us, you know, again, it’s, it’s the I knew that there would be a trimming of the redundant pieces.
Right. So things that they already had, they didn’t really need, there would be some, some maneuvering of, of what I had built.
And, I just didn’t feel like that was the right thing, I didn’t I, I want to be able to look myself in the mirror at the end of my career and say, I did the right thing,
and no matter what that meant, and I just didn’t even feel like it, you check the box for me.
Yeah. We talked a bit earlier about, using the Esop, you know, for recruiting and retention. And I know, you know, the Esop is, you know, basically,
you know, almost a year into it now, have you had any challenges? You know, I know, of course, these are complex, very much long term
incentive plan, you know, and it’s a retirement plan to, you know, it’s a marathon, not a sprint in terms of building value and so on.
Then asked earlier if, you know, employees would, you know, value that or if you’ve seen that, you know,
an employee is actually a value in that, you know, compared to just current cash compensation, as time goes on, you know, along with the iOS and the tenure
goals, are you communicating the value of that long term Esop, you know, to the employees?
And if so, are they receptive to that? You know, now that it’s been
almost a year and, you know, people are learning more and so on, you know, much like anything, it’s a mixed bag.
Educating employees about ownership
We’ll get we’ll get team members that, that totally, have either been a part of one before and buy in and, and are really, really interested.
You’ll also get team members that have never done it, but, are thinking long term. And then we have a mix of people
that maybe we’re gonna have to pull along a little bit more and keep educating, and we’re just trying to meet people where they are and, and not,
not try and push it so that it feels like, too much, but also keeping a mindful
and thinking like an owner versus an employee and why it matters. So, continuing to use the resources that exist exist in the Esop world.
I think there’s a couple agencies that we’re a part of. And they have good literature, and Trevor has given us a lot of stuff
and, that we’ve been able to share with our team and just kind of continuing to feed it to them so that, that, that some point,
some of these things will click in and they’ll go, oh yeah, yeah, oh yeah, I read this and oh, this makes more sense.
And then you just keep feeding the conversation as opposed to me sitting down and just preaching to them all the time about it.
I think, keeping an open door and allowing people to have conversations and then, maybe watercooler talk and creating some things around the office
that highlight it. We attended conferences. We’ve we’ve highlighted, you know, Esop Awareness Month, or Esop month.
And then we, also, created committees internally to, to allow people to have conversations and talk about things and, and understand
it a little bit better so that they can help facilitate questions and maybe become the local semi for their team of people
because maybe they’re intimidated to talk to somebody. My level or driver’s level, maybe they want to just kind of talk with each other and their peers and,
and ask questions. And then those, those questions get elevated up. So just trying to create a lot of open communication about it.
And so it’s, it’s something that people can really grab a hold of and be like, yes, this is this is good for everybody.
Yeah. The challenges you’ve described and opportunities, you know, throughout the entire conversation. And it’s not unique like all businesses out there are faced,
you know, with this right. Ownership culture growth. Right. And and so on.
So, you know, when you fast forward to today, you know, now that you’ve gone through the Esop, you’ve implemented iOS, you when you rewind, say, 2 or 3 years,
what have you learned through the process that you would tell yourself? Dave Jaeger,
you know, like, let’s say three years ago, you know, before he even embarks down both of these implementations?
What Dave would tell himself 3 years ago
Yeah. You know, I would say it’s funny because Esop was part of our, long term goal
and we reached out a lot quicker than we thought. So it was one of the things we talked about, even not knowing much about it.
And so I think my advice to, myself would be just to continue
focus on the process and not the outcome, continue to just keep going through it,
be in the grind, do the day to day, keep doing the right things. And and eventually those, those moments,
will appear that that are like, this is the path. And I felt like that was when, when I reached out to you and I.
And I threw in, like, your your, your application, and I was like, I don’t, I don’t know, he’s not going to email me back.
And it’s like, we’re not going to qualify. He’s gonna be like, what are you talking about? And then, to get it back from you, it’d be like, yeah, you check the box
and then you start typing the conversations. And I was like, there it is. That’s why I’ve been pushing so hard for these last few years.
And that’s why the PE aspect of it never felt right. It never in my gut felt right.
And I got here by trusting my gut. And, and it just never it just never, ever felt right.
And so like then the moment where you. I remember you, you email me back and you’re like, yeah, you you qualify based on all of these things,
as long as it holds true and you’re not, you know, not not lying to me. Then you qualify for this potentially.
Now let’s see if we can structure this deal.
Great. And, Ben, do you have any, I know we’re coming up against time, right? You have any I.
No, I really like the, the trust the process take away. That’s, I think that’s, sound advice for multiple applications.
Not just, you know, when it comes to these, yeah, I think that’s something that our team really is, is focused on.
Right. So the scoreboard stuff is great, and, and it’s and it helps you maneuver the business, but it doesn’t always tell all of the story.
So if you if you trust the process and you believe in what you built from an infrastructure perspective,
and you just continue to focus on that and, and never ride as high, the high or the low
and you just continue to to be like, okay, like the the outcome is noise. Let me just focus on our process and really continue to build on that.
It will lead you to where you need to go. What a perfect spot to end.
Yeah. So working on the business and in the business to hard things to do at the same time. Dave. And over these past several years, you’ve done both.
So we look forward to seeing great things from legacy utility over the next, you know, one, three, five and ten years.
You’re really building the building blocks for, this successful organization.
Final takeaways
Thank you. Appreciate you guys. And, and your guys’s help along the way. It doesn’t go, unnoticed that, you know, having you guys on
the team is definitely helps, help us to achieve those goals. Well, thank you, Dave.
Thank you. Dave. Well, Trevor, that was a great discussion with Dave Jaeger of Legacy Utility Group.
I had a couple takeaways, primarily that, you know, it seemed like the Isa. So some key objectives for the company and getting some liquidity for,
selling shareholder, avoiding some of the pitfalls of private equity.
But also to me, it really seemed that pairing EOS
with an Esop helped build that ownership mentality among the rank and file employees, and also kept everybody accountable
to make sure that they’re all rowing in the same direction. You know,
legacy utility being in the construction industry. I’m wondering if more,
companies of this nature might find success with an Esop. Are you seeing anything like that in in the marketplace right now?
Yeah, absolutely. And, you know, I love the story of legacy utility. What Dave just shared.
You know, we’re seeing that across the industry. A lot of companies, in a similar situation
where it’s, the partner is continuing. One partner wants to retire, wants some liquidity. So succession, etc., maybe it’s a second or third generation company.
You know, what are your options? And we always like to say if the company is better off independent goals, you know, you don’t need to sell to a third party
or merger or what have you, you know, so that was certainly the case here. You know, walking through the reasons why, you know, culture, a big part of it,
their moat, you know, of course, their growth plans here and the fact that they’ve emerged as a leader in their space.
Yeah. So we’re seeing a lot of construction trades and adjacent companies use the substructure, you know, for all those reasons.
But it’s all those key objectives and, you know, like to say, hey, if you build things, you know, you should have skin in the game,
you know. And that’s always a nice win win overall. You know, for everyone involved.
Absolutely. And what a way to end it. Having skin in the game is so important. And this gives everybody a little bit worth fighting for.
Exactly. I thought it was interesting been, you know, with the combination of the EOS, with the Esop, you know, and, you know, of course, Esop, it’s,
equity tool, right? You know, it’s an owner, but it’s also employee incentive, you know,
giving employees skin in the game. So you solve that piece of the puzzle, the next one,
specifically for legacy, is using the EOS, you know, for management. Right. Management planning.
You know, for those long term goals, you know, an execution of those goals and really accountability.
So I thought that was interesting overall. And, you know, a good combination at the end of the day,
you know, because if you just go Esop without solving, the other piece, right. You know, it’s like, okay, you solve one piece of the pie, the equity piece.
But you know, what about those long term goals, making sure the company is
performing, you know, and on top of that, accountable. Right. You know, so that’s an interesting one.
And and definitely seeing more of that out there. Absolutely. So for those companies that are curious, let’s say
where can they find more information about, you know, what even is an Esop or how do I get in contact with with someone from McKee.
Definitely. Yeah. So reach out, go to Macomb. You can also follow myself on my LinkedIn.
Trevor Gilmore, post a lot about Esops. You know, we try to be objective. Esop education, Esop 101.
We also have a monthly webinar series as well, specifically for business owners. You can hop over to Macomb, sign up and to register free of charge.
No strings attached. Just pure education. Great. That’s a valuable resource.
And I’m on LinkedIn as well. It’s, Benjamin Spadt. I’m a pretty unique last name, so it should be easy to find.
But I do post a lot of Esop content as well. And yeah, thanks for joining us today
and look forward to more of these in the future. Thanks everyone for joining. Hope you learned something new today.
Stay tuned for more episodes. Take care. Bye bye.
Considering an ESOP?
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About ESOP Radio
ESOP Radio is the official ESOP podcast from Menke—where real stories of growth, succession, and long-term wealth building are told.
Hosted by Trevor Gilmore, CEO of Menke, and Ben Spadt, ESOP Investment Banking Consultant at Menke, the show features conversations with business owners, executives, and advisors who have navigated employee ownership as a strategic path forward.
Explore more episodes at menke.com/esop-radio.
Disclaimer
This podcast is provided for educational purposes only and does not constitute legal, tax, investment, or fiduciary advice.
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.
