ESOPs from a Board Member’s Perspective

Overview

Every privately held business at some point in time must transition ownership. One option available to shareholders is to sell to an ESOP (Employee Stock Ownership Plan). In this session we will provide an overview of what is an ESOP, how do you form an ESOP, and what governance topics should be of concern to the Board. Our panel discussion will include Howard Kaplan, a long-time expert on ESOP fiduciary issues, Blake Head, an investment banker focused on ESOP formations, and Gary Dent, a business owner who sold his business to an ESOP and Diane Lewis who sold her business to an ESOP.

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$25 Member Registration
$35 Non-Member Registration

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Panelists

Howard Kaplan CEO & Founder Kaplan Fiduciary Group

Howard Kaplan, a dedicated professional with a wealth of experience spanning more than three decades, has quietly cultivated a reputation as a trusted figure in the nuanced domains of private and Employee Stock Ownership Plan (ESOP)-owned companies.

In the role of CEO and founder of Kaplan Fiduciary Group, Kaplan remains steadfast in his commitment to improving the fiduciary and governance performance of boards, management teams, and private and employee-owned companies. He currently serves on five private corporate boards, where he chairs multiple executive compensation, governance, and nominating committees, in addition to serving as a Board Chairman. Noteworthy among these positions are three with employee-owned companies and two within private family-owned businesses:

• Dividend Asset Capital Holdings – A reputable investment management firm based in South Carolina.
• Woodstock Furniture Outlet – A well-regarded chain of retail stores in Georgia.
• Harrison French Associates Holding Company – An architectural, engineering, and construction firm located in Bentonville, AK.
• USSI – A regional engineering consultant and warehouse material handling solutions company based in McDonough, GA.
• Lake Trust Company – A Nevada-based private trust fiduciary company.

Before establishing Kaplan Fiduciary, Kaplan led fiduciary practice teams at top-tier trust companies, refining his skills and approach. Despite his extensive knowledge, he willingly shares insights on board governance, ESOP trusteeship, and fiduciary matters at industry association meetings and as a guest lecturer at UC San Diego's Beyster Institute at the Rady School of Management and Kent State's Ohio Employee Ownership Center.

A member of the ESOP Association and the National Center for Employee Ownership, Kaplan contributes to multiple advisory committees. He is also a member of the Private Directors Association, where he actively participates and serves on the executive leadership of the Atlanta chapter and the national ESOP committee. Kaplan's expertise has quietly led him to serve as the fiduciary process expert in eight federal court lawsuits, solidifying his standing as a quietly influential figure in the industry.

Blake Head Managing Director and Group Head of ESOP Advisory Services BDO

Mr. Head is a Managing Director at BDO Capital Advisors, LLC, and the leader of BDO Capital’s ESOP Advisory Services division. He has more than 15 years of corporate financial advisory experience. Mr. Head focuses on providing a variety of services to clients, including valuation analyses, review of strategic alternatives for owners considering an exit, raising capital from both non-traditional and traditional lenders, and advisory services related to the sale, merger and divestiture of privately held companies. His experience lies in helping clients assess the feasibility of ESOPs and, thereafter, structuring, negotiating and executing successful sales to ESOPs.

Prior to joining BDO Capital Advisors, Mr. Head was a Partner at BDO USA, LLP and the National Group Leader for BDO USA’s People and Organization Strategy.  His group was comprised of ESOP Advisory Services, Executive Compensation Consulting and Workforce in Transactions practices. Mr. Head’s experience in compensation matters included benchmarking and surveying projects, design and implementation of performance management review systems, and the design and implementation of performance incentive plans for executive, non-executive, and sales employees. He has worked with both for-profit and tax-exempt entities. Mr. Head has consulted with a variety of manufacturing, construction, retail, technology, and oil and gas industry firms in the area of compensation and broad-based rewards. In addition, he has extensive experience in consulting on employee benefit plans. 

Dr. Gary Dent Radiologist South Georgia Radiology Associates

Dr. Gary H. Dent is CEO and founding member of South Georgia Radiology Associates. After nearly two and a half years of general surgery training, Dr. Dent realized the value radiology could bring to a far greater number of patients throughout Georgia. Dr. Dent completed his radiology residency training in October 2008 to become the founding member of South Georgia Radiology Associates and begin practice in southeast Georgia with a vision for rural radiology. To date South Georgia Radiology Associates continues to grow to bring the highest quality of radiology service and care to hospitals and patients alike.

Diane Lewis

Diane is a technical executive with a breadth of leadership experience in various organizations with a primary focus on chemical manufacturing concerns. After completing her Ph.D. in Chemistry at Texas A&M University, she began her career at The Dow Chemical Company. Leveraging achievements in research, development, and commercialization roles, she subsequently served in executive roles for EM Industries Inc. (the US associate of Merck KGaA Darmstadt), Georgia Department of Economic Development, Georgia nanoFAB and The Lewis Chemical Company.

The Lewis Chemical Company, founded with her husband in 2006, has been recognized as an Inc. 5000 company in 10 of the last 13 years. In January 2020, the company was transitioned to an employee-owned entity (ESOP) and Diane continues her commitment by serving on the board.

In addition to commercial enterprises, Diane has served as a volunteer and/or director for community organizations including the Rome-Floyd Chamber of Commerce, the Greater Rome Existing Industries Association and Coosa Valley Habitat for Humanity.

Moderator

Leah Turnbull Managing Director and National ESOP Practice Lead BMO

Leah Turnbull is a Managing Director and the National ESOP Practice Lead within BMO Corporate Advisory. She is dedicated to advising Boards of Directors and C-level executives on corporate finance topics such as ESOPs, dividend recaps, acquisition strategies, share repurchases, and valuation perspectives. Leah has over 15 years of experience assisting businesses with ownership transition and navigating complex structuring issues.

Leah started her career at Duff & Phelps in their investment banking group and executed sell-side and buy-side M&A advisory, fairness opinions, solvency opinions, and board consultation. After Duff & Phelps, Leah went to Principal Financial Group and was part of their ESOP consulting practice. As Principal, Leah focused on financial analysis for ESOPs including repurchase obligation studies and feasibility studies. Most recently, Leah worked at J.P. Morgan in their ESOP Advisory Group, assisting clients and prospects throughout the lifecycle of an ESOP.

Leah is on the Board of Directors for Elevate, a nonprofit organization based in Chicago focused on clean and affordable energy.

Leah has a B.S. in Finance from the University of Louisville. Leah is FINRA certified investment banking representative. She sits on the Advisory Committee of ESCA, is a member of the Finance Advisory Committee for The ESOP Association, and an active member of NCEO. 

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