October 12, 2026

From Direct Shares to a Minority ESOP: How ISEC Approached Ownership Succession

When Existing Employee Ownership Is No Longer Enough

Most ESOP conversations begin with a founder or a small group of owners planning an exit. A less discussed situation is the company that already shares equity with employees through a direct share program and starts asking whether that structure can carry the business into its next generation.

The common assumption is that a company with hundreds of employee shareholders has already solved ownership succession. In practice, direct share plans often concentrate ownership in management, may not offer a clear market for selling shares, and can leave employees unsure how shares are awarded and valued. An ESOP can address some of those issues, but it also introduces new complexity, particularly for employees who built wealth under the old plan.

This post looks at how ISEC, a national interior contractor with more than 1,200 employee owners, worked through that transition: why it moved to an ESOP, why it started with a minority stake, and what it has learned in the first years.

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Trevor Gilmore (00:00)
Hey everyone, welcome to ESOP Radio. We have a good one today. Today’s guests are Greg Timmerman, CEO, and Charlie Dietrich, CFO of ISEC. For over 55 years, ISEC has delivered innovative interior solutions in world-class facilities. From their humble beginning in Denver, Colorado to present day, with a nationwide footprint and over 1200 employee owners, they are successful because they deliver on their promises.

Their projects are iconic, such as the SoFi Stadium in LA, also LAX Airport, and also many more engineering marvels around the United States, which we’ll talk about here in a second. If you’ve ever been to SoFi Stadium, it’s an amazing experience. Highly recommend everyone to go there. Okay, let’s dive in. Greg and Charlie, thanks for joining us today. Starting with Greg, tell us a bit about yourself and your background, and then we’ll dive in with questions on ISEC.

Greg Timmerman (00:58)
Excellent. Thanks, Trevor. for me, my career started at ISEC thirty-eight years ago at a entry level engineering position and I I held numerous positions throughout the company until most recently, five almost five years ago, I became CEO and president of ISEC. that journey took me from starting in Colorado to California to Seattle and back to California. And now I find myself working back out of the corporate office where it all started.

Trevor Gilmore (01:27)
Awesome. So thirty eight years.

Greg Timmerman (01:29)
Yes.

Trevor Gilmore (01:30)
All right, and Charlie.

Chares Dietrich (01:32)
Well Greg’s got me bested at ISEC. I’ve only been at ISEC about fifteen years. My career’s been primarily healthcare, at GE Healthcare and life science at Thermal Fisher Scientific. so both of those companies prior to joining ISEC.

And interesting ISEC it was linked closely to Thermo Fisher Scientific and the life science space and we continue to play a a big role in in life science across the US building laboratories. so that experience fit well with with ISEC going forward. I got my MBA

Trevor Gilmore (02:07)
In fifteen years.

Chares Dietrich (02:08)
out of out of Marquette University prior to joining ISEC as well.

Trevor Gilmore (02:14)
Great. Thanks, guys. And f you’ve been at ISEC 15 years. You both are short-termers.

Chares Dietrich (02:19)
Yeah.

Trevor Gilmore (02:21)
Congrats, by the way. That that’s impressive. So let’s go ahead talk about ISEC. So great. ISEC turns almost 60 this year. take us back to how the company started in 1967 and what the original problem that the founders were originally trying to solve in the interior space and how the company’s evolved to the nationwide leader that you are today.

Greg Timmerman (02:42)
Yeah, it’s an interesting story. There were three partners and the primary founder we recognize as Lewis Anderson, and he and two other partners formed ISEC really to pursue building specialties within certain construction venues with customers like Hensel Phelps, Adolphin Peterson, G G E Johnson, locally. And that

entailed renovation of restrooms in the Denver Parks, working on the Folsom Field project up at s Colorado University Boulder. And they saw the need to provide multiple what in construction is called sections or scopes of work under one subcontract agreement and really remove a lot of the coordination and procurement and expertise required across that you know construction segment.

And so very in in very short order they were successful as an interior subcontractor. And the installation side of the business, which is very paramount to our success today, was certainly where it all started here in Colorado, as a furnish and install subcontractor in the c commercial construction space.

Trevor Gilmore (04:00)
And what were the inflection points that took ISEC from a regional player to a national footprint with twenty-five plus offices today and twelve hundred plus employees? Pretty impressive growth you’ve all had since nineteen sixty-seven.

Greg Timmerman (04:15)
Yeah, great question. the founder, Lewis Anderson, had a number of relationships with dr with manufacturing companies within the building specialty space. And it was told that he connected with a firm construct or a manufacturing firm in the science and science and life science space in Two Rivers, Wisconsin, which was at the time called Hamilton Industries.

And through dealer through through a dealer agreement and a defined geography became the opportunity and and the synergy of growth and appetite for growth across the US led ISEC to head west. And so ISEC went from Denver to Salt Lake. we had a small office in Wyoming at one point, and then ultimately the locations that we

have been very successful from Seattle, San Francisco, Los Angeles, San Diego, Las Vegas, Hawaii, and Arizona became really the the re the the success of what took us west. And now you know we fast forward heading to our 60th year next year. We were founded in 1967. We have over twenty-five regional offices and ten

ten or eleven P N L independent PNL offs.

Trevor Gilmore (05:44)
So the ISEC slowly spreaded west. basically go west go west young son or young daughter, right? That was the that error, that was the

The thesis there made a lot of sense. obviously West was developing up and down the West Coast. Greg and Charlie, are there any iconic projects that stand out on the West Coast that you’ll have been proud to? I named some in the intro that, you know, obviously the current ones here, SoFi in LA, Amazing Stadium seeing the Rams there play, you see concerts there, so on. It’s it’s an epic venue. Any other stand out up and down the west coast that some of our listeners might recognize?

Yeah.

Greg Timmerman (06:26)
Yeah, I would say notables. part of the the growth and and the transient move to the West was mainly around the life science, biotech, higher ed, you know, biology chemistry work and we really built each of the regional offices around that science market sector. but ultimately we’d be we we expanded into the construction side of the business.

And there are notable projects in every region that are highly recognized, whether it’s the Seattle Mariners Arena, what is today the Kraken you know hockey arena, Chase Arena in San Francisco, the stadium side of the business became very prominent for us, as well as major, major healthcare projects also advanced our success and our growth.

So almost any it seems almost any block you walk or any place you drive within those major metropolitan areas, ISEC has touched almost any project of scale. School, hospital, hotel. Yes.

Chares Dietrich (07:39)
Y Trevor, I’d add to that just as interesting as some of the marquee

projects we’ve done.

It’s really pretty interesting that some of some of the repeat business that we’ve been able to build with our customers. So we’ve been at LAX Airport for over 20 years, doing work, renovation work and expansion work there over and over again. So that’s really been one of the things that we’re very proud of is being able to do repeat business over the years and make our customers happy time and time again.

Trevor Gilmore (08:10)
So at LAX what sort of scope ’cause interior solutions is, my view of ISEC, right? And but it speaks specifically, and every time you go to LAX it’s always all airports for that matter, they’re expanding, they’re under renovation, so on. Can you speak to certain current projects you’ve done at LAX that you know listeners might be able to identify?

Greg Timmerman (08:33)
What we’re working on currently at LAX is extensive like Charlie said, over twenty years, over three hundred million dollars in subcontract activity, four around four hundred individual contracts, and it’s primarily wood class metals and many, you know, whether it’s in ceilings, on walls, within restrooms, s and the largest individual.

project we’ve done is fifty five million. That is at the midfield satellite concourse at Tom Bradley International. but currently we’re doing so what where we started 20 years ago at the very beginning of Tom Bradley for those that you know have traveled internationally through LAX. We are now renovating all of the work that we installed twenty twenty years ago. So the turn cycle there is pretty interesting but

Yeah, Terminal One, Terminal Four, Five, and the United Terminal Terminal Seven are some of the largest scale projects and then everything on the international side as it expands towards the ocean.

Chares Dietrich (09:46)
In and one of the differentiators we have, Trevor, is our ability to navigate the logistics of an airport, which can get very complex as you can imagine, just from a security perspective.

badging requirements, background checks. So our experience really across the US in multiple airport venues gives us that advantage to know how to navigate, know the supply chain requirements, know the logistics and and really make us stand out.

Trevor Gilmore (10:16)
So part of the solution is delivering obviously on whatever the architecture vision is, working with the contractors and so on to make this thing happen. Big part of this too is personnel, right? ‘Cause you probably have to have security clearances and so on to operate in these airports. So so that’s a whole other focus above and beyond.

Chares Dietrich (10:36)
That’s absolutely correct.

Trevor Gilmore (10:38)
So when take a look at the company history of ISEC, there’s only been three CEOs during this entire time, and that’s pretty impressive. You look at public companies and they get new CEOs every what, 24 months or whatever, right? Umly three: Don Shaw, Dusty Morgan, and now you, Greg. so when you think about leadership succession and the culture at ISEC and so on, what led the company to an ESOP?

Cause I know you’ve been looking at this for numerous years and look looked at different options and you also have direct employee ownership and so on. you’ve already had your own version of an ESOP. But what led you specifically to the ESOP structure?

Greg Timmerman (11:18)
Yeah, y as as you said, Trevor, we put a lot of thought into this and we came pretty close prior to COVID of making the decision to go f to a formalized ESOM. I think a few things led us. One is obviously to put more rigor and a stronger foundation than just an a direct you know, a little bit of the mystery behind how stock was granted and awarded.

the bookshare price, all those things, and that we would have a more formalized, you know, ERISA plan that we could eventually, as we, you know, if we if if as we continue to the path of a hundred percent employee ownership, a hundred percent ES ESOP, that we can take advantage of the you know the tax strategies around ESOP. And for many

We we were fortunate to have a direct share plan that worked very, very well for many years. but it didn’t touch all the employees the way certainly many of us wanted. it was it was through annual anniversary gifts every five years or f or from direct purchase. And so I think, you know, we were very intrigued around a plan that would allow us to potentially make annual contributions to employees.

and really generate long term wealth under a a different structure than we had with direct share ownership, which was primarily designed for the managers and above.

Trevor Gilmore (12:54)
So the ESOP by definition is typically for everyone, versus direct ownership. You know, if you have senior people in there and so on, they buy in, they get skin in the game, achieve

outcomes as well as the company continues to grow and so on. ESOP though, it sounds like it really solved the marketplace issue, being a market for the shares and also giving everyone skin in the game at ISEC to continue to work smart.

And basically help the company scale as you continue to grow, and and basically solve some of that that cap table ownership there. Charlie, from the finance seat, what did ISEC’s capital structure look like before the ESOP conversation started? Well was it

compared what you’ve seen

Chares Dietrich (13:41)
Yeah.

Trevor Gilmore (13:42)
in the past, was it simple, was it relatively complex for a company its size, and so on. So what did it look like and then post conversion, what what is it looking like today?

Chares Dietrich (13:53)
Yeah, I would say that ISEC was not the typical ESOP candidate just because we already had broad capital ownership. we had about four hundred and fifty shareholders prior to the ESOP.

although that’s that ownership was somewhat concentrated in the management team, we did have very broad participation. And people were able to participate in equity through an anniversary program, an anniversary stock gift program that we’d created many years ago. And that served the company very well, particularly in the early years. But we were looking for something to provide excitement and broader ownership across the company and allow people to participate.

in the success of ISEC. So that’s where ESOP really fit us for the future. You know, what we had in the past served us very well for many years, but as you know, not staying stagnant and continuing to invest in our employees and and the benefit they can come across with the company was really what we were looking for.

Trevor Gilmore (14:59)
And during the e ESTOP process, were there any specific concerns such as leverage or purchase obligation, maybe governance concerns as well, that made the minority stake more appealing and prudent than just saying that let’s go all in and do a hundred percent?

Chares Dietrich (15:16)
Yeah. Another interesting scenario. The ISEC’s history and culture has always been very conservative. and you know, we felt a partial ESOP was a a good first step for us to explore that ownership structure in a in a little bit different way. certainly the leverage that it placed on the company was a concern. It’s very difficult to predict the construction space as you know, and it is

very cyclical so you never know when that next downturn is is going to happen. So all of those were factors in making us decide, you know, let’s do a small step first and become a partial ESOP, knowing that we can always expand that with additional investment and tranches if we want in the future.

Trevor Gilmore (16:06)
And we see that with a lot of our commercial general contractors and subcontractors starting off with a minority, testing it out, seeing is this

Chares Dietrich (16:13)
Mm-hmm.

Trevor Gilmore (16:13)
the right structure for the company long term and also it you’re not levering the company up as much by by doing this. So that made a lot of sense. It solved a lot of your objectives going in.

Chares Dietrich (16:26)
The good the good news, Trevor, is we got a little bit lucky and that the market is continuing to perform perform really well for us and allow us to be able to take a a look at other options in the future.

Trevor Gilmore (16:40)
Yeah, how have the employees taken to the ESOP? ’cause it it’s been now you’ve had some time post employee rollout here. the curiosity, excitement isn’t

Chares Dietrich (16:54)
You I and Greg, I’m sure has got an opinion as well, but I would say cautious and optimistic, right. I think it because of its change and it’s something new, and we’ve only been in it now entering our third year, but it’s still pretty new for employees to see the performance. Remember that we had four hundred and fifty owners prior to this, and they had decades of experience with performance of the stock that they owned. so now that’s changed, and so it it is new, it’s different.

So I think they’re optimistic, but I’d say it’s a cautious optimism, waiting a kind of a wait and see attitude to say, hey, is this going to do perform as well as it did historically for me? But I think people are excited about the prospects to have the broader ownership across many more shareholders and being able to participate in the success of the company.

Trevor Gilmore (17:49)
Yeah, we see usually it takes three to five years for employees to really get the eSOP concept. You know, it’s because it’s it’s a marathon, you know, it’s not a sprint. It takes time to get those statements, see the value, see that accrue, the vesting, all that. so three years in you’re basically halfway there. You know, a couple

Chares Dietrich (18:09)
Yeah.

Trevor Gilmore (18:09)
of years here, you you’re gonna probably start seeing a lot of eSOP cheerleaders and in the employee base.

Since you had the four hundred and fifty direct shareholders, and I I do remember that cap table, it was like, whoa, this is this is a a big one. the how hard was it to get alignment with all of them with the ESOP concept? because anytime we talk to

companies that have direct employee owners, especially in the hundreds, then it often becomes a challenge educating and also getting them aligned with e even doing a minority ESOP. So, what was that process like and

And was it a discussion? W was it easy, was it, a hard one? Is it still going on as well in terms of the education and awareness aspect?

Chares Dietrich (18:56)
Yeah, I th I I think the education continues, but I I would say that really as I’d mentioned the ownership structure we had served us well for you know several decades.

But really what is the ownership structure that’s gonna sustain the company going forward beyond the sixty year mark? what is how do we make sure that there’s a a succession plan and and s not only in le leadership and management, but a succession plan in ownership. and I think once we started to talk about how do we make ISEC a hundred year company, not just a sixty year company,

The ESOP became a lot more logical in our our ownership structure. And people see that the benefit of even field employees being owners can be very valuable. And this is a very competitive industry for people. And you know, there’s there’s shortages, particularly in the trades. And I think this is gonna allow us to distinguish ourselves between others in the field, particularly in the carpenters carpentry space that we play in.

Our carpenters will be owners in the company. They’re gonna have skin in the game and and care about the performance at a different level than maybe some of our competitors.

Trevor Gilmore (20:14)
Yeah, something magical happens when you get people skin in the game and they understand small changes of behavior that they do, whether it’s turning the truck off if if it’s stuck in traffic or if you’re at a job site and it’s getting unloaded, turning it off instead of burning diesel, burning fuel. Stuff like that across a twelve hundred person company, you know, it’s gonna be a meaningful change. And that’s part of the ownership mentality. but it sounds like Isaac has had that, you know, basically from the beginning. So you had this direct ownership

program in place. So would you say that the ESOP enhances the culture already you have in place the strong ownership culture, or has it created any sort of new components to the culture that Isaacs had? Because obviously you have very strong ownership culture in place.

Chares Dietrich (21:01)
Yeah, it’s certainly I think it’s enhanced our culture and I think it will continue to do that going forward. one thing that’s interesting is in the industry, technology, the pace of change, and particularly from a technology standpoint, has become more brisk and and changing faster than it has in the past. and I think by being an owner in the company, the appetite for absorbing that change is really important. And being owner and want to see success.

in the company makes it a little bit easier to to implement software changes, implement process changes that are necessary for us to become competitive and efficient in the industry. And like I said, that pace of change is much faster than it’s ever been. So you know having employee skin in the game to absorb that change is really critical for our future. And I’m sure Greg’s got some comments on the culture of what he’s seen in the change.

Greg Timmerman (22:01)
Yeah, the culture component is as Charlie said, we we had the benefit of an employee owned mentality and culture. The challenge is that the the you know direct share model and the ESOP model and comp plans were probably one of the most difficult things to bridge because we have people in various stages in their careers. We have the young people that are gonna benefit greatly.

in this transition. But we also had retirees on the opposite end. And with the ESOPs vesting, realized, unrealized, all the complexities of the ESOP, we continue to work on the compensation bridge and the communication. really almost every month we’re working to analyze the fairness between plans and how to how to reward performance, but also

take care of a lot of people that are more on the retirement side of their careers than, you know, then will see all the benefits in this transition. So I think the second year with statements is going to be the the next big moment of confidence building and cultural opportunity. you know the first year was a little clunky and a lot of which was due to bridging those

past plans to this new plan opportunity. So this year I’m pretty optimistic that we’ll get a pretty good jolt of momentum over both understanding skin in the game, excitement, cult culture to what annual contributions could really be.

Trevor Gilmore (23:49)
And from a recruiting perspective, obviously the ESOP is a big differentiator for ISEC compared to your competitors. Have you noticed a a change

in applicants valuing that when they start taking a look at the benefits above and beyond the the the cash wages that they get, health, whatever kind of benefits, when they start understanding, there’s an ESOP that’s going to kick out X benefit that accrues to me. And then I participate in this upside and you know possibly it can grow to a tremendous amount in value if I stay at ISEC for the next 10, 15, 20 years. have you noticed that shift at all in in applicants and getting higher

quality applicants as well because they say, hey, this is an employee-owned company, they’re serious, this is going to be an awesome place to work.

Greg Timmerman (24:34)
I I think that is our goal. I think because we are so new and that we haven’t put our arms exactly around how to maximize the marketing side of recruitment and retention. but we we divided and conquered through multiple ESOP conferences this year, and so I think we’ve got some takeaways as to how we’re going to approach marketing and recruiting as well as

retention in practice as we move forward. It is it is our goal. I think what what I see is that all companies are trying to understand how they can hook, especially the the twenty somethings, into staying longer and balancing between, you know, direct comp and deferred comp.

Chares Dietrich (25:22)
In and I I think it it goes with our culture of being a family company. you know we we certainly pride ourselves on our entire benefit package. You know, we offer an excellent healthcare solution as well as a 401k in addition to the ESOP. so when you start to look at all of those things lined up on the side of a a page, if if if a candidate were evaluating the position, I think ac actually ISEC stacks up incredibly.

well with anybody in the industry just because of all of the benefits that we add, not just to ESOP. And when you look at it and it’s a comprehensive package solution for any new hire, I mean think it it really puts us in the driver’s seat if anybody really analyzes it carefully.

Trevor Gilmore (26:11)
Yeah, that if

The fact that you have an I know you advertise on the website does force the the applicant, let’s say it’s someone in their twenties, and we hear this from our client base across the nation, people in their tw twenties generally are after cash compensation, right? ‘Cause the the rent is high nationwide, you know, living expenses, all that, right? And if they’re trying to save for a home or et cetera, they want to maximize their cash. However, if they focus on the retirement aspect, and especially the ESOP focus, if they

say hey the ESOP company make tons of sense because this is additional compensation I’m getting that I never touch. It doesn’t show up on my W two, I don’t pay tax on it, and it’s just accruing to me. So it it’s a bit of a

Chares Dietrich (26:55)
And y what else is really neat,

Trevor, is you know that the they don’t have to contribute. This is something that the company does on their behalf. so I think

You’re right. today every dollar matters to make your rent or make your mortgage. So you’ve got your wage. the ESOP is we can we contribute those funds for the employee. It’s they don’t have to take anything out of their wage to participate in the ESOP. and I think that’s a a really neat thing about the structure of it is it doesn’t require you to take money out of your paycheck to be a a member of the ESOP and participate in the benefit of it.

Trevor Gilmore (27:35)
Yeah, actually you can use your own money, put it in the K for diversify and do do you know,

Chares Dietrich (27:40)
Yeah, that’s exactly right.

Trevor Gilmore (27:41)
do your target date funds, whatever you want to do on that side. And then the company has given you this rich ESOP benefit on top of that. So so someone in their twenties should care, you know, at the end the day,

about having an ESOP because if they stay put and work twenty, thirty years, the the power of seven, if something grows seven percent a year, every ten years it doubles in value, you know. So by the time they retire they’re gonna have a nice nest egg in the ESOP and in their own four one K that they put money in, you know, all things equal. so that that’s definitely

Chares Dietrich (28:14)
Yeah. Yep. And nobody

nobody starts at a company and says I’m gonna spend the next forty years of my career here. I don’t think

Greg Timmerman (28:22)
Mm-hmm.

Chares Dietrich (28:22)
anybody really plans it out that way. but the fact that the ESOP’s available and you can participate in it right from day one.

when you’re a new fairly new employee. that’s a that’s a differentiator. And I and it you know, time goes by fairly fast in life and before you know it that eSop can be fairly valuable.

Trevor Gilmore (28:44)
Yeah, absolutely. Yes. We find we find that just client across our client base. People in their twenties, you know, ca focus much more on cash. People in their thirties, they start realizing retirement isn’t that far away because time flies, as Charlie’s you mentioned. You know, and then they’re starting to see their parents, aunts, uncles, et cetera, in-laws retiring. And like, y this retirement thing is real. And unless you’re in a a pension, which n not many people are these days, right? The onus is on you, on individual.

level though, say for that retirement. so you have 401k, company match, eesop if you’re lucky. So over time I would expect that it bec it’ll become a powerful recruiting tool, you know, and retaining tool as well for ISEC. being able to tell people, hey, the cash comp is but you have this extra benefit accruing. You’re gonna get a statement every year and it’s gonna turn into something in the long term. And it’s basically just icing on the cake.

Now let’s talk about the the future of ISEC. so so obviously you all have grown so much since nineteen sixty seven, basically nationwide. do you have any sort of like five year growth plan out there, any sort of growth strategy that you have in place and how does that connect back to the ESOP?

Greg Timmerman (30:06)
Yeah, and I we’ve for the last few decades we’ve created a a vision strategy which reflects in this case vision twenty thirty. And so we have both economic and business objectives outlined within our long term business strategy. And what you know, a a component of that is certainly enhanced employee culture. And we believe that the ESOP plays directly into that vision.

where employees are being rewarded as as you described, Trevor, for it’s it’s the actions and decisions that they make every day that could contribute to the bottom line and and not just the bottom line but the customer experience, the our ability to outperform the market, execute at a higher level, take on complex problems and and provide solutions.

We we see employee ownership directly tied to our vision objectives and achieving those targets. And really for last year we made both the top line and beat the bottom line results that we set in the vision back in twenty twenty-three. So we’re pretty pretty excited at the momentum. And what’s even more exciting is

We’ve done it in much of our traditional market sectors without the addition of data centers. We are doing some data center work, but it’s an added business objective that will only enhance our growth and bottom line.

Trevor Gilmore (31:52)
Yeah, data data center, that one I speak with our commercial G Cs nationwide. I mean that’s obviously and read the Wall Street Journal, that’s a huge growth area.

So th the plan is called Vision twenty thirty, that’s a great name by the way, and it it’s i it’s the growth plan for ISEC and ESOP with employee ownership is

key aspect of of that vision. So I bet in 2030 if we fast forward four years, ESOP will now be what, six, seven years into it. That’d be a great data point to say, hey, how did the ESOP perform, you know, with with this vision 2030? And I would expect probably some you

Chares Dietrich (32:33)
Yeah, absolutely.

Trevor Gilmore (32:34)
know positive ROI there.

looking back on the transaction, and it’s probably a stressful time. You know, there’s a lot of negotiations, legal docs going back and forth, all that kind of stuff. you have legal, the trustee negotiations, all that. What would you tell another owner operator considering the same path to focus on for one? And then two, what surprised you the most going through that process?

Chares Dietrich (33:03)
Yeah, he

I don’t think there was any significant surprises. there always was something we learned along the way, every step was some new learning. I think y y you know, having a great partner like Menke at our side helped us through the process. And I think that’s a a a significant differentiator, right? If we had to go through this on our own, we we would have struggled. But again, Menke at our side, we learned along the way. I think there was a lot of learning.

So I tell anybody, you have to expect to learn and be open to new ways of doing things. It was a change to our capital structure for sure and a change to our ownership structure. But again, it was all positive and a great learning experience.

Trevor Gilmore (33:52)
And Charlie, we talked about technology earlier. W what aspect of technology do you think is probably going to be the biggest benefit for a company like ISEC in the future? Obviously, AI is everywhere. Everyone’s trying to figure out how to adopt and use AI, but yeah, any any specific use cases there on how you all are are using that? Are you testing how to use it in in the project delivery planning and execution phases?

Chares Dietrich (34:17)
Y i technology has has really entered the construction space with a lot of vigor. there’s lots of smaller startup companies trying to solve point s solution problems. it creates both opportunity and risk for us. Joining with the wrong partner can can result in some bad problems down the road if they get bought out or shut down because they weren’t successful in managing their company. So you know, vetting our technology.

Technology partners has been a big part of what Greg and I do, making sure that that’s the right partner to carry us into our vision. You know, an example of that is a company called Open Space, which does video capture of construction projects to show the status and it can and also identify a lot of different improvements as the construction.

process moves along and that’s just one partner that has been really close with us. We’ve helped them in the development of their product, but they’ve also helped us solve some some challenging problems in the construction space. and you know having multiple partners like that to grow with us and help us solve real business world problems is what it’s all about. And

this is an exciting time really to be in construction just because of the change that’s happening at a fairly rapid pace.

Trevor Gilmore (35:44)
Yeah, fast forward five years, ISEC’s growth strategy, organic you possible acquisitions, can you speak to any any of that?

Chares Dietrich (35:55)
You know, I think the the growth opportunity for ISEC is is significant. What’s interesting is, you know, our ability to take our skill set and move from in a variety of verticals, everything from healthcare, hospitality, aviation, to science and technology and and others like data centers. so I I see the the growth opportunity being almost endless for us really to just to go into all all of these verticals.

So it’s really about the executive team led by Greg to be able to pick where the right verticals are for us to participate to really maximize our return. You know, that combined with the implementation of technology really sets ISIS up to do fairly well. We still have opportunity to grow geographically, although we are w operate today in about 38 to 40 states. There’s still we’re not

saturated in most of the markets that we’re in, still lots of opportunity to grow geographically as well.

Trevor Gilmore (37:00)
Greg and Charlie, thank you for joining us today. Any final comment or word of wisdom for our listeners who might be pondering the ESOP path?

Greg Timmerman (37:10)
Go ahead, Charlie.

Chares Dietrich (37:10)
I

I’d just say, you know, having the right partner to g to at your side to go through the process is important. you know, and we really appreciate the value that Menke brought to our process.

It was refreshing, you know, challenging at times, but also fun. Having that partner at your side to to hold your hand and walk you through it is critical and I think that’s what allowed us to be successful in our transaction. So thank you, Trevor and team for being our partner through the process.

Greg Timmerman (37:46)
Yeah, for me that’s really the standout. we looked at probably four or five different providers over the course from twenty nineteen forward. And I think we just felt a genuine connection with with Chuck and yourself, and that he brought the level of expertise and experience we were looking for and maybe a little bit different recipe than some of the other providers. but I I would also say

it’s gets down to a decision around how you manage the plan moving forward. And that’s where Menke’s provided a lot of value to us as far as the multiple different share, tracking we have because you’re helping us with direct shares, with ESOP shares. And you know, we’re excited to round out our second year and I think we’ve we’ve learned a lot. you’ve always been there to answer the questions, always available to guide us.

And I think looking back, maybe the timelines we we had higher expectations on ourselves to that this was gonna go fast. but I I think we realized this there’s a lot of complexity. Each plan’s unique, and we were fortunate to have a good partner to get to where we’re at today. So we’re excited to get through second plan year and celebrate.

Trevor Gilmore (39:04)
We’re excited for ISEC and your Vision 2030. We look forward to seeing continued growth and exciting things coming out of ISEC. Also, I love seeing all the new projects you all announce too and having visited many. It’s always awesome to see firsthand in person what our clients do and beautiful work by the way. So Greg and Charlie, thanks again for joining us today. And if people want to reach out to you, how can they contact you?

Greg Timmerman (39:30)
Good question.

Chares Dietrich (39:30)
Well you you you can

certainly find us on our website at isecinc.com. is a great way to to to find us. you know each regional office across the US, and we have ten operating regions, soon to be eleven operating regions, also have local representation that covers that specific geographic area. so but our website is probably the best way to find us.

We’re also we’re we’re on LinkedIn is another great way to find us.

Trevor Gilmore (40:00)
Yeah, especially for you job seekers out there if you’re in the construction space, want to work with an innovative player, check out ISEC and be a part of an ESOP as well. So ISEC.com. thanks everyone for joining us today. stay tuned for our next episodes. You can always check us out on Spotify. It’s Menke ESOP Radio. We have a YouTube channel. And we’re also on Apple and then also Menkey.com. Everyone have an awesome day. Take care.

Chares Dietrich (40:26)
Thank you.

Greg Timmerman (40:27)
Take care.

ISEC’s Starting Point: Broad Ownership, Concentrated in Management

ISEC was founded in Denver in 1967 as a furnish-and-install subcontractor. Its model bundled several scopes of work under one subcontract agreement, which reduced the coordination and procurement general contractors had to manage. The company expanded across the West and now operates in roughly 38 to 40 states. Its work includes more than 20 years of renovation and expansion at Los Angeles International Airport, where it reports over $300 million in subcontract activity across about 400 contracts.

Before its ESOP, ISEC had about 450 shareholders. Employees received equity through an anniversary stock gift program or bought shares directly. CFO Charlie Dietrich noted that this made ISEC an unusual ESOP candidate. But ownership was concentrated in the management team, and CEO Greg Timmerman said the direct share plan, designed mainly for managers and above, did not reach all employees the way leadership wanted.

Why ISEC Moved to an ESOP

ISEC weighed the decision for several years and came close to acting before Covid. Timmerman described three main reasons.

More structure and transparency

Leadership wanted more rigor around how shares were granted and awarded and how the share price was set. An ESOP is a qualified retirement plan governed by ERISA, the federal law that regulates employee benefit plans, so it operates under formal plan rules rather than informal company practice.

Reaching every eligible employee

The ESOP allows the company to make annual contributions on behalf of eligible employees, who do not contribute from their paychecks. Leadership saw particular value in field employees, including carpenters, becoming owners.

Long-term tax considerations

Timmerman noted that if ISEC eventually moves toward 100% ESOP ownership, it could take advantage of tax strategies associated with that structure. Those benefits depend on entity type and ownership percentage, and owners should review them with qualified tax counsel.

Why a Minority ESOP Came First

Rather than selling 100% of the company to an ESOP at once, ISEC sold a minority stake. Timmerman described the company’s culture as conservative and pointed to the debt a larger transaction would place on the business. Construction is cyclical, and the timing of the next downturn is hard to predict.

A partial ESOP let ISEC test the structure with less leverage, while keeping the option to sell additional shares to the ESOP in later tranches. This staged approach is common among commercial general contractors and subcontractors. The right size for a first transaction depends on the company’s debt capacity and cash flow, which an advisor should model before any decision.

The Hardest Part: Bridging Two Ownership Models

Timmerman said aligning the direct share model, the ESOP, and existing compensation plans was among the most difficult parts of the transition. ISEC’s employees are at very different career stages. Younger employees stand to benefit from years of ESOP allocations, while those near retirement built their wealth under the old plan. Vesting schedules and the gap between allocated and realized value add further complexity.

Leadership reviews fairness between the plans almost monthly. Timmerman described the first year as a little clunky, largely because of the work of bridging past plans. He expects the second plan year, with another round of account statements, to be a major confidence builder.

How employees have responded

Dietrich characterized employee reaction as cautious optimism. Many longtime shareholders had decades of experience with the old stock and are waiting to see how the ESOP performs by comparison. In Menke’s experience, employees typically need three to five years of statements and vesting before the concept fully takes hold.

Making the Case to Existing Shareholders

Aligning roughly 450 direct shareholders behind an ESOP was a real challenge. What helped was reframing the question. Leadership asked what ownership structure would sustain ISEC beyond its 60th year and make it a 100-year company. Succession planning, in that framing, applies to ownership as well as leadership. Once the discussion centered on that goal, the ESOP became the more logical answer. Dietrich noted that shareholder and employee education is still ongoing.

Ownership as a Recruiting and Retention Tool

ISEC competes for skilled trades in a market with labor shortages. Leadership believes carpenters who are owners will care about performance in a way that sets the company apart. Dietrich also sees ownership helping employees accept new software and process changes as construction technology evolves faster than it has in the past.

ISEC is candid that this is early work. Leaders attended several ESOP conferences this year to learn how to present the plan in recruiting, and they position it as part of a full package alongside healthcare and a 401(k). Because the company funds ESOP contributions, employees participate without reducing take-home pay, which matters to younger workers focused on cash compensation. ESOP accounts are generally tax-deferred rather than tax-free; taxes typically apply when benefits are distributed, so participants should consult a tax advisor about their own situation.

Lessons for Owners Considering the Same Path

Asked what they would tell another owner, the guests offered practical points:

    • Expect to learn at every step. Dietrich said there were no major surprises, but each stage brought something new.
    • Plan for more time than you expect. Timmerman said they assumed the process would move faster; each plan is unique, and the complexity takes time.
    • Think past the closing. Ongoing administration, including tracking multiple share types, matters as much as the transaction itself.
    • Choose your advisor carefully. ISEC evaluated four or five providers starting in 2019 before selecting Menke.

Looking Ahead

ISEC has tied employee ownership to its Vision 2030 strategy, and reports that last year it met its revenue target and beat its profit target from that plan. The broader lesson is that a company with existing employee shareholders can move to an ESOP in stages, but the transition takes deliberate plan design and steady communication. Owners in a similar position should start by mapping current ownership, compensation plans, and debt capacity before choosing a structure.

If your company already has direct employee shareholders, or you are weighing a minority ESOP against a 100% transaction, Menke can help you assess whether the structure fits. Complete our Feasibility Questionnaire for a Free Preliminary Analysis, or contact our team to talk through your situation.

Considering an ESOP?

Request a confidential preliminary feasibility review to evaluate:

    • structural viability
    • liquidity and control
    • tax advantages
    • succession options

No cost. No obligation.

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 and Ben Spadt, the show features conversations and educational episodes designed to help business owners better understand employee ownership.

Disclaimer

This podcast is provided for educational purposes only and does not constitute legal, tax, investment, or fiduciary advice.

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