ESOP Boot Camp

A 10-Part Executive Curriculum on Employee Ownership

From candidacy and valuation to governance and ownership culture — a structured, plain-English explanation of how ESOPs actually work.

10 Structured Lessons • Approximately 3 Hours of Executive Education • Designed for Business Owners

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Part 1: What Is an ESOP? How Employee Ownership Actually Works

An introduction to how ESOPs are structured and why companies use employee ownership for succession and long-term independence.

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Explore the Full Curriculum

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Each lesson builds sequentially for a complete understanding of employee ownership.

What is ESOP Boot Camp?

ESOP Boot Camp is a structured, plain-English educational series created for business owners, executives, and advisors evaluating employee ownership.

Rather than focusing on isolated topics, this curriculum walks through the full lifecycle of an ESOP — from determining candidacy to understanding valuation, financing, governance, and long-term cultural impact.

Each episode builds on the last, creating a comprehensive understanding of how ESOPs function in practice.

Total runtime: approximately 3 hours.

Who This Curriculum Is Designed For

This series is particularly valuable for:

    • Founders evaluating succession options

    • CEOs and CFOs modeling liquidity strategies

    • Family-owned businesses considering long-term independence

    • Board members seeking governance clarity

    • Advisors guiding clients through ESOP feasibility

If you are seriously evaluating employee ownership, this series is a practical starting point.

The ESOP Boot Camp Curriculum

Part 1: What Is an ESOP? How Employee Ownership Actually Works

An introduction to ESOP fundamentals, structure, and how employee ownership differs from third-party sales.

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Part 2: Is Your Company a Good ESOP Candidate?

Five foundational questions to determine financial readiness, management depth, and cultural fit.

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Part 3: Why Owners Choose ESOPs — and Why They Don’t

Liquidity vs. legacy, partial transitions, and when an ESOP may not be the right solution.

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Part 4: The ESOP Tax Advantage Explained

Section 1042 rollover, C corporation deductions, and 100% S corporation ESOP structures.

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Part 5: How ESOPs Are Financed

Bank financing, seller notes, and transaction funding mechanics.

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Part 6: ESOP Valuation Explained Simply

Fair market value, trustee oversight, and how ESOP pricing works.

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Part 7: How an ESOP Transaction Actually Works

Trustee selection, due diligence, negotiation, and closing.

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Part 8: Who Works for Whom in an ESOP Transaction?

Advisory roles, fiduciary responsibility, governance, and red flags.

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Part 9: Life After the ESOP Transaction

Employee rollout, annual compliance, board evolution, and long-term execution.

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Part 10: What Employees Actually Experience in an ESOP

Ownership culture, ESOP statements, and why ownership does not automatically equal engagement.

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Listen to the Full ESOP Boot Camp Series

What You Will Understand After Completing ESOP Boot Camp

By the end of this curriculum, you will understand:

    • Whether your company is a strong ESOP candidate

    • How ESOP valuation is determined

    • The tax advantages and structural tradeoffs

    • How transactions are financed and executed

    • The role of trustees and fiduciary oversight

    • Governance and compliance requirements

    • What employee ownership means long-term

This series is designed to replace confusion with clarity.

Hosted by Trevor Gilmore and Ben Spadt

Trevor Gilmore, CEO of Menke, and Ben Spadt, ESOP Investment Banking Consultant at Menke, bring decades of ESOP advisory experience to the series.

Their goal is not to oversimplify employee ownership — but to explain it clearly and responsibly.

Considering an ESOP for Your Company?

If you are evaluating employee ownership and would like a structured assessment of whether your company may be a strong ESOP candidate, the Menke team offers a confidential preliminary feasibility review.

This review evaluates:

    • Financial readiness

    • Ownership objectives

    • Structural considerations

    • Succession alignment

There is no obligation — only clarity.

Request a Preliminary ESOP Feasibility Review

Or contact Trevor Gilmore directly at:
[email protected]

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.

FREE ANALYSIS

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

Upcoming Web Seminar

The ESOP Exit Strategy

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

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

Why 2026 is the Time for ESOPs

Strong companies are using ESOPs to play offense. With rates stabilizing and talent still tight, employee ownership is delivering a durable edge:

    • Founder Liquidity—On Your Terms. Create a market for your shares without selling to private equity or competitors.
    • Major Tax Efficiency. Enable capital‑gains deferral for selling shareholders (Section 1042 eligibility) and reduce or even eliminate ongoing corporate income tax for S‑Corporation ESOPs—freeing cash for growth.
    • Talent Magnet. Meaningful employee ownership boosts engagement, retention, and performance—without relying solely on wage increases.
    • Resilient Margins. ESOP tax advantages help counter wage pressure, input costs, and tariffs—so more operating cash flows to strategy.
    • Control & Culture Intact. Transition ownership while keeping leadership and values in place.. Transition ownership while keeping leadership and values in place.

Bottom line: ESOPs create a rare win‑win‑win—for owners, the business, and employees.

What You’ll Learn

ESOP 101—Modern Playbook
How ESOPs work in 2026, who qualifies, deal structures, and timelines.

Tax Strategies that Change the Math
Capital‑gains deferral, corporate tax reduction/elimination for S‑Corp ESOPs, deductible contributions, and cash‑flow modeling.

Talent & Culture
Retention without across‑the‑board raises; ownership communications that actually move the needle.

Protecting Margins
How ESOP incentives can offset cost inflation and support reinvestment.

Valuation & Financing in Today’s Market
Bank/seller notes, mezzanine options, rate considerations, and why “bankable ESOPs” are closing now.

Governance & Control
Board, trustee, and management roles—what really changes (and what doesn’t).

Who Should Attend

    • Business Owners planning an exit, partial sale, or recapitalization

    • CFOs evaluating capital structure and tax strategy

    • Advisors & Succession Planners guiding owner‑led companies

    • HR & ESOP Committee Members building engagement around ownership

Agenda (90 Minutes)

    1. Welcome, Speakers & Why ESOPs in 2026 (5 min)
      Quick orientation; who Menke is and why ESOPs are winning right now.
    2. ESOP Basics & Business Owner Benefits (10 min)
      What an ESOP is; liquidity, diversification, succession, productivity.
    3. Myth‑Busting: What ESOPs Do—and Don’t—Require (5 min)
      No, you don’t have to sell 30%+, borrow big, or give up control.
    4. Deal Structures & Transaction Paths (10 min)
      Cash‑contribution (pay‑as‑you‑go), leveraged (bank/seller notes), and stock contribution; when each fits.
    5. Typical Scenarios & Outcomes (10 min)
      Gradual sales, minority/majority sales, 100% buyouts, and recap strategies.
    6. Who’s a Strong Fit (and Common Constraints) (5 min)
      Profitability, team/transition readiness, industry notes.
    7. Tax Strategy Deep Dive (10 min)
      S‑Corp ESOP distribution savings; C‑Corp §1042 capital‑gains deferral; entity‑path options.
    8. Valuation & Pricing vs. Third‑Party Sales (8 min)
      FMV standards, control vs. minority value, practical comparisons.
    9. Financing the ESOP (8 min)
      Bank market overview, seller paper, balance‑sheet effects, cash‑flow modeling.
    10. Plan Operations & Employee Communications (8 min)
      Eligibility, vesting, distributions, disclosures, and how transparency drives results.
    11. Culture, Engagement & Measured Performance Uplift (6 min)
      What changes on day 2; tying ownership to productivity.
    12. Roadmap & Next Steps (3 min)
      Feasibility, design/adopt, contributions, and timing the sale.
    13. Live Q&A (2 min)

Hear From Past Attendees

“I came in skeptical. I left with a concrete roadmap and the math to brief our board.”

— Mark T., CFO, Manufacturing

“This clarified our exit plan and showed how we can reward employees at the same time."

— Susan D., Founder & CEO, B2B Services Firm

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

Seats are limited. Save yours now and receive the ESOP Feasibility Checklist.

    Tuesday, January 20th, 2026

10:00AM – 11:30AM PT
11:00AM – 12:30PM MT
12:00PM – 1:30PM CT
1:00PM – 2:30PM ET

RESERVE MY SPOT

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.