UNLOCKING EMPLOYEE OWNERSHIP: EXPLORING THE POWER OF ESOPS
When Business Owners consider exit strategies, an ESOP can be an interesting solution for a privately held company. By selling to an ESOP an owner can keep control of the company for several years and sell shares in a TAX FREE transaction (Under SEC 1042 IRS). The employees become owners over time and typically cash at closing for the owner can be up to 30-40% of the value of the company.
Learning Objectives:
- What is an ESOP? Who should consider an ESOP?
- Advantages & disadvantages of ESOPs
- Type of situation best suited for ESOPS
About the Presenter:
Learn from industry experts, Gerry Spitzer, Founding Partner at Questar Capital Partners, Mark Kossow, Member at Clark Hill PLC, John Vitucci, Partner, Employee Benefit Services at PKF O'Connor Davies Advisory LLC, and William G. Castellano, Executive Director at Rutgers Center for Employee Ownership.
Thank you to our Sponsors
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Who Should Attend?
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Valuation Analysts
Valuation is both a billable engagement AND an opportunity to provide owners some perspective on how to accelerate value drivers (and deal with value killers). Use exit planning to make that valuation into a longer term value acceleration engagement.
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Financial Advisors
One of the critical ‘legs of the stool’ is personal financing planning. An owner must have a strong financial plan & contingency plan post-transition to enable them to thrive in the next act of the lives personally and financially. Exit planning brings this future mindset into the present. Exit is now.
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Wealth Managers
You’re a skilled relationship person. Being entangled into your clients’ professional lives matters as you build a strategy to manage their wealth upon them harvesting it from their business. Exit planning allows you to build a deeper relationship with your client, expands your COI network, while giving you an early seat at table well before the liquidity event.
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CPAs/Accountants
Owners participating in the State of Owner Readiness research continue to indicate that you are the No. 1 "Most Trusted Advisor." You are a natural fit to lead the exit planning team and deepen your relationship (and retention) of next generation owners.
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Attorneys
You have close relationships with clients, and can benefit from being the first advisor to introduce the idea of exit planning.
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Investment Bankers
Only 2 of every 10 businesses that come to market actually sell. Learn how exit planning can bring attractive AND ready business to your purview.
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Estate Planners
Exit planning is a natural fit for estate planners who want to operate more holistically with their owner clients.
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Strategic Consultants
One of the most critical roles in exit planning is building transferable value. Strategic consultants have the ability to expand options and drive rapid business value that affect performance today.
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Insurance Professionals
Exit planning addresses the 5 D's. So do you. Approach the risk conversation differently with exit planning.
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Mergers & Acquisition Advisors
Proper exit planning causes less deals to fall through at the last minute. Connect with CEPAs to build your healthy deal flow network.
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Commercial Lenders
One of the best relationships a business owner makes is with their banker. How can you help your corporate clients think about the future and ensure financial continuity? Answer: exit planning.
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Family Business Advisors
More than 50% of lower middle market business owners would prefer to transition to the next generation. Help them succeed with exit planning strategies.
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Other Professional Advisors
Regardless of your unique specialty, there is seat at the exit planning table for you. Learn more at www.EarnCEPA.com.
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Private Business Owners
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Members of Family Business Boards
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Professional Advisors
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Business Consultants
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Other Business Professionals
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Business Owners
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Business Owners & Their Trusted Advisors
EXIT PLANNING IS GOOD BUSINESS STRATEGY
The Exit Planning Institute, provides Financial Advisors, Accountants, Consultants, and other advisors of business owners with the critical education to differentiate themselves and add value to their existing client relationships through a credential, conference, courses, and content. Download the CEPA brochure for more information.
ABOUT THE PRESENTERS
Gerry Spitzer is a nationally recognized expert in Employee Stock Ownership Plans (ESOPs) and exit planning for privately held business owners. As co-founder of Questar Capital Partners, Gerry leads a team that specializes in helping founders and leadership teams design tax-efficient exit strategies, often through ESOP transactions that preserve legacy, reward employees, and optimize value.
With over 30 years of experience in wealth management and financial planning, Gerry has become a go-to advisor for businesses navigating complex succession plans, liquidity events, and generational transitions. His practice focuses on working with companies generating $20M–$300M in annual revenue and EBITDA over $3M, particularly those looking to retain culture and leadership while planning for long-term growth.
Gerry holds the Certified Exit Planning Advisor (CEPA) designation and is a licensed CPA. He serves as President of the New Jersey Chapter of the Exit Planning Institute (EPI), where he convenes professionals from across disciplines—attorneys, CPAs, M&A advisors, and valuation experts—to educate and guide business owners on how to successfully exit their businesses, often using ESOPs as a core solution.
His firm, Questar Capital Partners, is frequently brought in to:
- Lead feasibility studies and determine maximum business value
- Assemble and coordinate multi-disciplinary deal teams
- Structure ESOPs that meet IRS §1042 tax deferral requirements
- Integrate personal financial, tax, and estate planning into exit strategies
- Guide companies through the full lifecycle of the ESOP transaction, from valuation to close
- Prior to founding Questar, Gerry held senior roles at UBS and Merrill Lynch, where he advised both privately and publicly held companies on executive compensation plans, equity programs, and corporate liquidity strategies.
In addition to his leadership at EPI, Gerry sits on the Rutgers Center for Employee Ownership Advisory Board, contributes to Forbes Finance Council, and serves on the board of NAMI New York, supporting mental health initiatives and financial literacy.
Gerry earned his Bachelor’s in Accounting from Binghamton University's School of Management. He lives in Scotch Plains, NJ, with his wife Jeanne and their three daughters. Outside the office, Gerry is an avid golfer, frequent traveler, and loyal fan of the New York Jets and Syracuse University sports.
Meet John Vitucci:
John N. Vitucci is the ESOP Practice Leader at the Firm. John has more than 30 years of experience working with Fortune 500 corporations, private business and investment banks in all areas of employee benefits, executive compensation and ERISA. John is currently an adjunct professor at Columbia University where he teaches Pensions & ERISA and Oral Communications for Actuaries in the Actuarial Masters Program.
John was a senior partner at a Deloitte Tax LLP where he worked for 24 years. He was the National Employee Benefits Leader, Northeast Employee Benefits Leader and member of the Northeast Tax Management Committee where his primary focus was on ESOPs, serving clients and the development of new employee benefit products. He was previously a pension specialist with the Employee Plans Division of the Internal Revenue Service.
John has spoken at numerous seminars on employee benefits, has published many articles, and has been quoted in numerous publications, including The Wall Street Journal, Forbes & the Financier. He previously chaired the Employee Benefits Committee for the New York State Society of Certified Public Accountants. He was the chairperson of Foundation for Accounting Education’s 1994 and 1995 Employee Benefits Conference. He was a contributing editor of the employee benefits column for The CPA Journal for 4 years.
Meet Mark Kossow:
Mark R. Kossow advises corporate, banking, and financial services clients on employee stock ownership plans (ESOPs).
He represents clients in ESOP transactions consisting of stock purchases, buyouts, and mergers and acquisitions. He supports individual and institutional trustees, directors, shareholders, banks, and private and public companies on a variety of ESOP-related matters, both transactional and non-transactional.
Clients look to Mark to help them structure, negotiate and implement leveraged and non-leveraged ESOP transactions.
Clients also seek Mark’s counsel regarding corporate governance issues, ESOP plan design and compliance, succession planning, and Employee Retirement Income Security Act of 1974 (ERISA) fiduciary issues. He actively represents ESOP clients in IRS and Department of Labor audits, and in correction programs offered through these agencies.
Mark further provides productive advice on the implementation of synthetic equity plans based on his experience with nonqualified deferred compensation arrangements. These plans consist of performance and retention-based stock appreciation rights plans and phantom stock plans.
Meet Bill Castellano:
Dr. Bill Castellano is Professor of Strategic HR Management at Rutgers University School of Management and Labor Relations and is the Executive Director for the Center for Employee Ownership and a Fellow at Rutgers Institute for the Study of Employee Ownership and Profit Sharing. He also serves as a board member of the Global Equity Organization. Bill is the former Associate Dean of External Engagement and Executive and Professional Education and former Director of the Center for HR Strategy. His research, teaching, and consulting activities are focused on understanding the impact of employee ownership and equity compensation strategies on individual and organizational outcomes, employee engagement, and the effective management of human capital.
Bill has more than forty years of experience working in corporate Fortune 50, entrepreneurial and research environments. Before joining Rutgers University, he held senior HR management positions at Merrill Lynch and Manufactures Hanover Trust where he was involved with human resource strategies and practices that supported both individual business groups and the global enterprise. Bill is an accomplished researcher publishing his work in practitioner and academic journals and is a frequent speaker at national HR and business conferences.