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Throughout the United States, and particularly in Silicon Valley, new companies pop up and often hope one day to have some future upside earnings to share with employees above and beyond their base compensation. Employees might receive options, restricted stock, incentive units and all sorts of other instruments often purchased using the employee's own cash. And, if you do this long enough, as I have, sometimes these incentives never turn into anything other than fading dreams as privately held companies fail to attract investors, profits or IPO. And even if companies manage to find a path to future liquidity, later-stage employees may have to cough up serious cash to exercise their options despite a much lower upside potential or face large tax payments for same-day exercised sales.
As an LLC, had we granted "stock" in the form of option units, employees would have been held hostage each year waiting for K-1's for their tax returns and face the responsibility of paying taxes on their portion of the company's earnings. Operating agreements for LLCs often restrict distribution to protect working capital, but due to "pass-through taxation", employees are left holding the "tax bag" for earnings they may not have ever received. It becomes an annual nightmare for accountants, employees and owners.
No thanks. Been there. Done that.
Enter the Employee Stock Ownership Program or ESOP. Our partner, The Menke Group, can explain the mechanics in gory detail, so I'll offer a few highlights:
Employees get to own the business without having to put in a dime of their money, just their loyalty, commitment and hard work.
As an owner, I want to ensure my employees enjoy the profits of the business without the downside of coughing up cash or worrying about taxation. I also want to be sure that if they do choose to leave Jacobian in the future, they get to take something with them. And finally, I want to be sure that if they retire from Jacobian, they never have to wait for some liquidation event that may or may not ever happen—they get their payout when they retire. ESOPs provide all of these benefits and more. If you want to learn more about ESOPs, there are a lot of great resources out there including The Menke Group and Wikipedia. I highlighted only a few.
It will take some time to reach our final goal of full employee ownership and we're well on our way! The first steps have already begun:
I can't speak as to why other businesses in Silicon Valley don't do this. I suspect it might be mainly due to a lack of knowledge or understanding. Prior to four months ago, I had never heard about ESOPs, yet they have been around since 1974! Here are some stats:
ESOP companies versus non-ESOP companies have: