Hall of Fame - Sandy Shoemaker

Sandy Shoemaker is one of the 2023 ESOP Hall of Fame Inductees. We are grateful for her contributions to the practice of ESOP advising and the ESOP community as a whole.

Question: Please share with us a brief history of your career.

I spent a little over thirty years in public accounting as an audit partner with a local firm. I was with a couple different firms but spent most of my career here in Denver with EKS&H. I loved what I was doing, and my work there gave me the opportunity to be exposed to ESOPS a little over 20 years ago.

New Belgium Brewing was my first real ESOP to cut my teeth on. They had completed their transaction before we began working together. Their culture was focused on ownership, and they are wonderful people with wonderful advisors. A great experience. Throughout my CPA career, I kept trying to develop more and more clients in ESOP space.

Four years ago, EKS&H merged with Plant Moran, a firm out of Detroit. And with Covid happening along with several major life changing events, I became part of the Great Resignation and retired from the firm. It was time for my next chapter. I had such a great network of people in the ESOP space. I just started throwing my name out there and I was blessed that a number of my colleagues said, “Absolutely, there’s a lot you can offer ESOP companies.” And so, I've spent the last two years working with companies that want to be or just became ESOPS and serving on boards of ESOP companies.

With the knowledge I built over my career, I’m truly enjoying being an ESOP advisor; whether it's accounting, or they've gone through their transaction and now they're looking to what do we do with this thing now that the transaction team is gone. I’m just enjoying it so much. I get up every day excited about all the people I get to Help.

Question: Have you received any honors or awards as a result of your work in ESOPs?

The only thing I would mention (it's an honor to me) in Colorado, Governor Jared Polis formed an Employee Ownership Commission by Executive Order, and I was appointed to that commission. I just completed my year as chair of the Commission. The commission has been in place for over four years, and we're making some great headway in expanding employee ownership here in the state. As part of that Commission, we have been able to get two bills passed through our legislature, offering tax credits to companies that are converting to employee ownership.

House Bill 21-1311
House Bill 23-1081

Question: What individuals have most helped and/or influenced your career?

Several of the partners that I worked with at EKS&H were influential in my career and my life. Dave Steiner and Bob Hoffman are the two individuals I would mention, but all the partners at EKS&H were fantastic. We took that firm from 70 people to over 700 in a 20-year period. My partners offered personal advice as well as career advice. They were a support to me. Also, Jen Briggs , the former Director at New Belgium, and I became very close friends. We grew up through our careers together, and I've learned so much from her. I think she would say the same thing about me. So, those are some of the people that influenced my professional life.

Question: Have any of your ESOPS been unique or different?

Each ESOP transaction is unique. I like to look at them from a company perspective. I mean, New Belgium Brewing has such an amazing reputation. And what was so cool about their transaction was they had an ownership culture before they ever went to an ESOP. So, it wasn't the ESOP that caused or was the impetus to that change; they had the ownership mentality. An example of this: Before they were even ESOP they needed to put in a methane plant. The cost of the new plant was going to effectively be the same as the bonuses for all the employees that year. The current owner went to the employees, and they had the employees vote. Do you want your bonus, or we can build this methane plant for sustainability and help the company grow? The employees voted to put in the methane plant. When the company eventually sold, those employees that built that company got a fantastic return on that investment.

Question: Any “ESOP transaction war stories” that were challenging, and you could share?

I see myself as a “Do No Harm” advisor. At times, I’ve recommended that a company not do an ESOP, especially if they don’t address the culture When they’ve gone ahead despite my warnings, they’ve often failed. An ESOP isn’t the right fit for every company. One company’s owners were dead set on doing an ESOP and were trying to get the biggest payday they could out of the transaction. In the end, they got their payday, then had to put most of the money back into the company two years later in order to keep the company afloat. Some company owners just don’t have the mindset for an ESOP.

Question: What was your earliest ESOP?

New Belgium was the first one I was exposed to but the first transaction that I actually got to be part of was Denver Wholesale Florist. They’ve now been an ESOP for over fifteen years. That was the first time I sat at the table and watched very benevolent sellers who took way less than the company was worth. That left a lasting impression on me, because, again, they were doing it because they wanted to share this with their employees. Denver Wholesale Florist has a really special place in my heart.

Question: Do you have any thoughts you’d like to share as to how the ESOP world or industry has changed over the years?

We’ve all gotten older! I was young back then. I think we're going through a phase in the industry just like a baby boomer phase. We need to pass down all this information and all this history to this next generation and continue to get the word out. I think there's more focus today on getting the word out that ESOPs are a viable transition option. The silver tsunami that's coming at us is a significant opportunity.

In the past, the transition to ESOP was focused on the tax savings. Now, I would say that today’s structures are more creative and addressing many more issues. We’ve got a lot more alternatives today and I think we've done a pretty good job at policing ourselves. Reputable advisors have done a good job at coming together to make sure we're doing good transactions.

Someone has put the phrase out there, and I think they're right, that this is probably the “Decade of ESOPs.” There is so much interest in ESOPs right now. Business owners don't want to watch private equity break up the company or merge it in with something else in a way that it will lose its identity.

Question: Do you have any thoughts about the future of ESOPS?

The recent legislation and Court decisions have been crucial. The amazing thing here in Colorado is that employee ownership has support from both sides of the aisle; so getting government more aware of it and supportive of it is already here. Support for ESOPs came straight from our governor. We didn't go to the governor and ask for it. The governor had employee ownership in his businesses before he became governor. So, when he came out with it as part of his platform, we jumped on this perfect opportunity. Having the state support, both with resources, people and dollars is a big deal. The tax credit that we have (It's 10 million dollars a year over five years). That’s fifty million dollars, which is equal to what the federal government just set aside to support ESOPs.

Also, the Department of Labor has been ordered to give guidance on a term called “adequate consideration.” If we can get this addressed, and hopefully addressed in a way that is helpful to the community that would be fantastic, and I’m honored to be playing a part in this. The issue has been out there since 1988, waiting for legislation. So, the fact that now it's coming to fruition finally and they're asking for input from the service provider community, I think it's a pretty exciting time in the ESOP world.

I do think this is the Decade of ESOPs. I think for the next five to ten years this community is going to be busy because I don't believe that there are enough buyers out there for all the businesses that are ready and want to transition. I think we're going to see a lot of ESOPs. I really hope they embrace the culture side of it. There is a growing number of younger generation of advisors as well. It's so exciting to see these bright young professionals working in this space.

Question: Can you share a story of how you helped a client achieve an "Aha!" moment of understanding about what an ESOP could do for them?

My partner and one of my mentors, Dave Steiner, wasn’t originally a huge proponent of ESOPs. He had a number of ESOP clients here in Colorado, but he was sceptical. He came to me one day and said, “Holy crap. That ESOP company I’m working with, they've made over a hundred millionaires in their ESOP. I just never really realized the power of ESOPs to help the workers.”

One of the things that's so rewarding in this industry is the succession planning. You're talking to a 65 or 70-year-old owner that realizes they need to plan for the transition of their business, and they don't know how to do it. They don't know what to do and there is a lot of emotion attached to the discussion. They’ve got to let go of the baby and pass it on to somebody else in one form or another. I am so privileged to be able to sit down and have that conversation and for them to trust me to help them through this process. It's just very personally fulfilling.