As we begin 2026, what’s ahead for the ESOP market?

In this episode of ESOP Radio, Trevor Gilmore and Ben Spade share their Top 10 predictions for the year — from AI-driven owner awareness to partial liquidity strategies, private equity exits, lending trends, and the growing premium on employee ownership culture.

In this episode:

• Why AI and online tools will accelerate ESOP education
• The continued rise of partial ESOPs for Gen X owners
• Private equity firms exploring ESOPs as an exit strategy
• Increased bank appetite for ESOP financing
• Employee demand for ownership as a recruiting advantage
• The possibility of the first cannabis ESOP
• Bipartisan legislative momentum
• Why ESOPs are shifting from “last resort” to strategic tool

ESOPs are no longer niche. They’re becoming a mainstream succession and competitive strategy.

Considering an ESOP? Request a confidential preliminary feasibility review at Menke.com.

Learn more:

• ESOP Radio: https://www.menke.com/esop-radio/
  
  
• ESOP Boot Camp: https://www.menke.com/esop-boot-camp/
  
  
• Menke: https://www.menke.com

What happens when a fast-growing contractor reaches a crossroads: private equity… or employee ownership?

In this episode of ESOP Radio, Trevor Gilmore and Ben Spade sit down with Dave Jaeger, CEO of Legacy Utility Group, to unpack the real-world decision between selling to private equity or transitioning to an ESOP.

Dave shares:

• Why private equity didn’t align with his long-term vision
 • How an ESOP created liquidity and a 10-year plan
 • How pairing EOS (Entrepreneurial Operating System) with employee ownership strengthened accountability
 • The cultural and recruiting impact of becoming employee-owned
 • What he would tell himself 3 years before the transaction

Legacy Utility operates in a competitive, capital-intensive industry. Yet the ESOP structure allowed them to preserve culture, retain talent, and build long-term value — without sacrificing independence.

If you're a founder weighing succession options, this episode offers a candid look at what the decision actually feels like inside the boardroom.

📌 Learn more about ESOP feasibility:
 Visit Menke.com

📌 Connect with Trevor Gilmore on LinkedIn
📌 Connect with Ben Spade on LinkedIn

What do employees actually experience in an ESOP?

In Part 10 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt explore what employee ownership looks like from the inside — beyond transaction mechanics and tax advantages.

This episode focuses on three key areas: building a true ownership culture, understanding what ESOP statements actually mean for employees, and why ownership alone does not automatically create engagement.

The discussion explains how pride, accountability, and long-term thinking shape successful ESOP companies. It also covers how annual ESOP statements reflect accumulated retirement wealth and why leaders must continuously communicate long-term value creation to employees.

Topics covered include:

• What ownership culture really means in practice
• The difference between working at a company and owning part of it
• How ESOP statements reflect retirement wealth and vesting
• The power of long-term compounding
• Why ownership alone does not guarantee engagement
• Leadership’s role in driving alignment and accountability
• The importance of rowing in the same direction

This episode concludes the ESOP Boot Camp series and ties together the structural, financial, and cultural elements that make employee ownership successful over the long term.

What actually happens after the ESOP transaction closes?

In Part 9 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt walk through what life looks like after an ESOP is implemented — from the employee rollout to the annual compliance cycle, board evolution, and management’s new strategic focus.

This episode explains how companies transition from transaction execution to long-term ownership execution. The discussion covers how employee ownership is introduced and communicated, what recurring annual responsibilities look like, how boards often professionalize post-transaction, and how management’s focus shifts toward long-term value creation under an ESOP structure.

Topics covered include:

• The employee rollout and ownership messaging
• Building excitement and engagement around employee ownership
• Annual ESOP lifecycle requirements (valuation, compliance, Form 5500)
• Independent annual appraisals and trustee approval
• Board evolution and adding independent directors
• Governance changes following a minority or control ESOP
• Management’s new focus: education, scaling, and long-term ROI
• Strategic growth under an ESOP structure

This episode is designed for owners, CEOs, CFOs, and board members who want to understand how governance, compliance, and strategy evolve after an ESOP transaction closes.

Who works for you — and who works for the ESOP — during a transaction?

In Part 8 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt break down the key players involved in an ESOP transaction and clarify who represents whom throughout the process.

This episode explains the role of the ESOP sell-side advisor (or “quarterback”), the trustee, trustee counsel, and the independent appraiser. The discussion also covers what happens after closing — including the recordkeeper, board oversight, and annual valuation requirements.

In addition, Trevor and Ben outline common red flags owners should watch for when selecting advisors, including fee transparency, conflicts of interest, reinvestment structures, and overly complex or confusing explanations.

Topics covered include:

• The ESOP sell-side advisor (“quarterback”) and their role
• The trustee’s fiduciary responsibility to plan participants
• Trustee counsel and independent valuation firms
• Post-transaction roles: recordkeepers and governance
• Board oversight in minority and control ESOP transactions
• Fee transparency and common compensation structures
• Red flags and conflicts of interest to avoid

This episode is designed for owners, CEOs, and CFOs who want clarity around the structure, governance, and advisory landscape of an ESOP transaction before entering negotiations.

How does an ESOP transaction actually work from start to finish?

In Part 7 of the ESOP Boot Camp series, Trevor Gilmore explains the step-by-step process of executing an ESOP transaction once valuation, structure, and financing have been determined.

This episode walks through the key players involved — including the ESOP trustee, trustee counsel, and independent appraiser — and explains how negotiations unfold between the seller and the ESOP trust. Trevor also outlines what due diligence looks like, how trustees are selected, and what actually happens at closing.

Using a practical transaction example, this episode clarifies how bank financing and seller notes come together to fund an ESOP purchase.

Topics covered include:

• The key parties representing the ESOP trust
• The trustee’s fiduciary responsibility
• How trustees are selected
• Due diligence and the data room process
• Negotiation dynamics between seller and trustee
• Term sheets and governance considerations
• What happens at closing
• A real-world example of ESOP transaction funding

This episode is designed for owners, CEOs, and CFOs who want a clear understanding of how an ESOP transaction moves from planning to closing.

How is an ESOP valuation actually determined?

In Part 6 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt break down ESOP valuation in simple, practical terms. This episode explains how fair market value works in an ESOP transaction, why cash flow drives value, and who ultimately determines the final price.

The discussion covers the difference between “price” and “value,” the role of independent valuation firms, and how trustees negotiate on behalf of employees to ensure transactions occur at arm’s length and at fair market value.

Topics covered include:

• What it means for an ESOP to be a fair market value buyer
• Why ESOPs are fundamentally cash flow buyers
• How EBITDA multiples are built from cost of capital
• The role of projections, financial history, and market comparables
• Who sets ESOP value in a transaction
• The trustee’s fiduciary responsibility
• The difference between value and price

This episode is designed for owners, CEOs, and CFOs who want a clear framework for understanding how ESOP valuations are determined before entering negotiations.

How are ESOP transactions actually financed?

In Part 5 of the ESOP Boot Camp series, Trevor Gilmore, CEO of Menke, explains the two primary ways ESOPs are financed: outside bank financing and seller financing—and how those approaches are often combined in practice.

Using real-world examples, this episode walks through how lenders evaluate ESOP transactions, what makes a company “bankable,” and how seller notes can function as a long-term liquidity and estate-planning tool for selling shareholders.

Topics covered include:

• The two primary ESOP financing methods: bank financing and seller notes
• How lenders evaluate cash flow, coverage ratios, and financial quality
• Combining bank financing with seller financing in ESOP transactions
• Seller notes as long-term annuities for owners
• When all–seller-financed ESOPs can make sense
• The role of lender selection and ESOP-specific expertise

This episode is designed for owners, CEOs, and CFOs who want a clear, practical overview of how ESOP financing works before diving deeper into structure or transaction planning.

What are the real tax advantages of an ESOP—and how do they actually work in practice?

In Part 4 of the ESOP Boot Camp series, Trevor Gilmore, CEO of Menke, and Ben Spadt, ESOP Investment Banking Consultant at Menke, break down the three primary tax benefits available to ESOPs and selling shareholders.

This episode explains the Section 1042 rollover, the differences between C corporation and S corporation ESOP tax treatment, and how 100% S corporation ESOPs can operate without paying federal income tax. The discussion stays high-level and practical, focusing on how these tax advantages influence owner decision-making, transaction structure, and long-term strategy.

Topics covered include:

• Section 1042 rollover basics and eligibility requirements
• Qualified Replacement Property (QRP) and common strategies
• Comparing a taxable sale versus a 1042 deferral
• ESOP tax deductions for C corporations
• How S corporation ESOPs eliminate federal income tax
• Partial versus 100% ESOP ownership and tax implications
• Why tax planning must align with long-term ownership goals

This episode is designed for owners, CEOs, and CFOs who want a clear, plain-English explanation of how ESOP tax advantages work—and why they are often a central driver in ESOP decision-making.

Why do some business owners choose an ESOP—and why do others decide it’s not the right solution?

In Part 3 of the ESOP Boot Camp series, Trevor Gilmore, CEO of Menke, and Ben Spadt, ESOP Investment Banking Consultant at Menke, walk through the real reasons owners pursue employee ownership, as well as the situations where an ESOP may not make sense.

This episode is structured around three core decision drivers owners consistently face: liquidity versus legacy, partial versus full exits, and when an ESOP is the wrong answer altogether. The discussion blends practical frameworks with real-world examples drawn from decades of ESOP advisory experience.

Topics covered include:

• Liquidity versus legacy as competing (and complementary) motivations
• How ESOPs compare to strategic and financial buyers
• Partial ESOPs versus 100% ESOP transitions
• Timing considerations based on owner age and succession goals
• Bank financing versus seller financing in ESOP transactions
• The pre-fund ESOP option and when it can make sense
• Common reasons ESOPs fail or are terminated
• Clear signs an ESOP may not be the right solution

This episode is designed for owners, CEOs, and CFOs who want an honest, experience-based perspective on when employee ownership fits—and when it doesn’t.