Six Years, Six Hundred Members

September 13, 2023

It feels like just yesterday that Kramer and I sat down to talk about the idea that would grow into Certified Employee-Owned. As we celebrate our six-year anniversary, we're filled with gratitude and amazement at how far we've come. From humble beginnings with twenty eight Founding Members, to a thriving community of six hundred, the evolution of Certified EO has been a testament to the power of employee ownership and the unwavering commitment of our Members. Inception and Growth We launched Certified EO in 2017 with a simple vision: use certification to define, organize, and amplify employee ownership. We believed wholeheartedly in the potential of employee-owned companies to transform not just businesses, but entire economies. Inspired by the success of programs like Great Place to Work and B Corporation, we saw certification as a proven model to build support for and grow employee ownership. Fast forward to today, and the numbers astound us. From that humble group of twenty-eight, we've grown to a remarkable six hundred Members. They aren't just numbers on a page; they represent the individuals, the teams, and the families who have chosen a different path for their businesses. Our Membership is a tapestry woven with stories of dedication, hard work, and the desire to create lasting legacies. Sharing Ownership Stories Our journey over the past six years has been about more than just accumulating Members; it's been about sharing helping companies share their ownership story. Employee ownership isn't just a business model, it's a belief that when employees are empowered and have a stake in the success of their company, magic happens. We’re proud to work directly with our Members to provide them the tools and playbook they need to build a culture of ownership. The larger our network grows, the more we are able to amplify the voice of our Members. Certification makes employee ownership easy to understand, and getting certified makes it easy to join forces with 600+ companies building a brand together with our Certification Mark. As our network has grown and national brands like Litehouse and WinCo Foods have backed our brand, we have created a powerful tool that our Members can use to stand out as a great employee-owned company. There’s a similar dynamic with our Directory of Employee-Owned Companies. The Directory is the only place to find an up-to-date list of every employee-owned company in America and it has become a go-to resource for people looking to get involved in the space. We’ve heard of people using our Directory to simply explore employee ownership, to network with other other employee-owned companies, and even to explore potential suppliers. The transparency and accuracy of our Certification data that powers the Directory has led to a partnership with the Healthcare Anchor Network to help over 1,000 hospitals identify procurement opportunities with employee-owned companies! Recently we took another step to amplify the voice of our Members by launching Employee-Owned Jobs, the only job board focused on open positions at employee-owned companies. With over 8,500 active listings, we’re making it easy for our Members to hire great employee-owners. We’re currently connecting with community colleges, trade schools, and workforce development centers to educate job seekers about the benefits of becoming an employee-owner. Looking Forward: Uniting Purpose and Potential If the past six years have taught us anything, it's that the potential growth and impact of employee ownership is boundless. Going forward we're committed to deepening our impact. We will continue to provide resources, guidance, and a platform for knowledge-sharing among our Members. We will grow our reach and our ability to promote employee ownership. Our commitment to amplifying the voice of the employee ownership movement will remain unwavering. We believe in a future where employee-owned companies aren't the exception, but the norm, and we’re excited to build that future in partnership with our Members.

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6,237 ESOP Companies in America: A Deep Dive on the Department of Labor (DOL) 5500s

June 12, 2023

The Department of Labor Form 5500s are the most commonly cited source of information on Employee Stock Ownership Plans. If you are part of the employee ownership community, have been to a conference, or even just read an overview of the employee ownership space, you have likely seen statistics derived from the 5500s. For example, there are around 6,237 Employee Stock Ownership Plan (ESOP) companies in the US with roughly 14 million participants. The 5500s are certainly an important source of information for the employee ownership community. But they also have a fundamental limit: not all ESOPs are employee-owned, and many employee-owned companies don’t have an ESOP. As every business person knows, if you want to grow, you have to measure what matters. Getting an accurate count of the number of employee-owned companies in America requires a simple standard that applies across all ownership structures. Our certification provides just such a standard. Despite their shortcomings, the 5500s remain a vital source of information on employee ownership. This article will give you a crash course including: What exactly are the Department of Labor (DOL) 5500s? 6,237 companies with an ESOP The 10 largest ESOPs in 2020 Certification measures what matters Appendix: how to download the ESOP dataset What Exactly Are the Department of Labor (DOL) 5500s? The Department of Labor oversees employee benefit plans created by the Employee Retirement Income Security Act of 1974 (ERISA), including Simplified Employee Pension Plans (SEPs), Profit Sharing Plans, 401(k)s, and ESOPs. Any company maintaining one or more of these plans is required to report key plan information to the DOL on an annual basis via the Form 5500. The DOL maintains a public archive of fillings going back to 1999, and anyone can access the data directly. For advocates of employee ownership, the data have a few challenges. Companies can apply for extensions and submit updated fillings, which creats duplicates. As with all self-reported information, some variables are extremely noisy. Collection takes quite a bit of time, so complete DOL fillings come out on an approximate two-year lage. Finally, companies with an ESOP are not required to report the total percent of the company owned by their employees, so there’s no way to tell how much of the company is owned by the ESOP. 6,237 Companies With an ESOP As of June 2023, the most recently available and complete DOL filling is the 2020 vintage (see Appendix for more detail). If you download the files from the DOL website, you will be struck by the size. You can open the CSV in excel but your computer might need some time to think because the file contains over 248,000 rows. Did the number of ESOPs increase dramatically? Unfortunately not. The file is much larger than the number of ESOPs because, as mentioned above, all employee benefit plans are required to submit an annual Form 5500. Selecting all fillings with an ESOP yields 6,603 rows. Added together, these fillings report 14,150,373 total participants and 10,304,341 active participants. But some companies have submitted multiple fillings. Others indicate a plan year that is well before 2020, in one case as early 2000. Ignoring these and counting only unique EINs we find 6,237 companies reporting 13,321,687 total participants and 9,755,354 active participants. The 10 Largest ESOPs in 2020 Sorting this list by number of active participants we can get a sense for the 10 largest companies with an ESOP: Company Active Participants WALMART INC. 1,689,489 THE HOME DEPOT, INC. 424,733 CVS HEALTH CORPORATION 237,061 LOWES COMPANIES, INC. 305,280 TARGET CORPORATION 356,847 WELLS FARGO & COMPANY 340,353 BANK OF AMERICA CORPORATION 283,172 COSTCO WHOLESALE CORPORATION 184,379 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 271,120 AT&T INC. 281,286 Total 4,373,720 To members of the employee ownership community, this list is probably surprising. These aren’t the companies that come to mind when we think of large, employee-owned businesses. It helps to remember that companies with a wide variety of employee benefits plans are required to file a Form 5500. These companies are likely checking the ESOP box because they have an Employee Stock Ownership Plan that owns a small portion of the company, in addition to the many other employee benefit plans they offer (Walmart, for example, indicates 8 plan types). It might even be a legacy plan that is inactive. Due to the aggregate nature of the 5500s, it’s difficult to tell. Certification Measures What Matters The data quality issues highlighted above might cause some doubts about the reliability of the DOL 5500s. But the list of the 10 largest ESOPs points to a more fundamental issue: there’s a difference between ESOP and employee-owned. While they are a useful source of information, ultimately the DOL 5500s cannot tell us the number of employee-owned companies. Accurately measuring the size of employee ownership requires a definition of “employee-owned” that can be applied to any company. Certification provides many benefits, including a consistent standard that enables an accurate count of employee-owned companies. And as every business person knows, you have to measure what matters in order to create growth. At Certified EO, we have spent the past five years creating the infrastructure required to accurately count the number of employee-owned companies in real time. We have consolidated the publicly available sources of data of employee ownership, resolved the data issues, verified key variables by hand, and supplemented the raw data with critical information like the percent of the company owned by employees. The result of thousands of hours of work is our Directory of Employee-Owned Companies. The Directory provides an up-to-date number of employee-owned companies that changes as soon as we learn new information. It also transparently lists every employee-owned company and facilitates exploration through search and filters. The good news is that there are more employee-owned companies than companies with ESOPs! As of June 9th, 2023, our Directory lists 6,390 employee-owned companies, more than the number of companies with ESOPs listed in the 2020 DOL fillings. Using data collected during our certification process we estimate that employee-owned companies employ between 2 million to 3 million Americans. These numbers represent a more accurate measure of employee-owned companies and are a starting point for growth for our community. Appendix: Step-By-Step Instructions for Downloading the ESOP Dataset Go to the Form 5500 Datasets page on the Department of Labor website. Choose which year of data to download. In my experience, data sets are completed in the Fall on a 2-year lag According to the DOL, Go to the Form 5500 Datasets page on the Department of Labor website. Choose which year of data to download. In my experience, data sets are completed in the Fall on a 2-year lag According to the DOL, companies are required to file on “the last day of the seventh month after the plan year ends (July 31 for a calendar year plan),” but it seems like it takes a while for submissions to end up in the public data. For example, on June 12th, 2023 I downloaded the 2021 fillings and found roughly 6,100 entires for ESOPs. Either the number of ESOPs dropped dramatically from 2020 to 2021 or, more likely, the dataset is still being completed. Based on past years, I would expect that to happen in October of 2023 for the 2021 fillings. Open the data and filter for ESOPs using the TYPE_PENSION_BNFT_CODE variable Values of 2O, 2P, and 2Q correspond to non-leveraged ESOP, leveraged ESOP, and S corporation ESOP, respectively. Notice that companies will often have more than one plan type, it might be helpful to create a formula that returns true if the TYPE_PENSION_BNFT_CODE variable contains one of the ESOP indicators. After filtering you should see around 6,600 rows of data for the 2020 fillings, but be mindful of duplicates and late fillings. Sort by size (TOT_PARTCP_BOY_CNT) to begin your exploration.

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How Certification Protects and Grows Employee Ownership

March 31, 2023

Employee ownership is an exciting idea that has the potential to address some of our country’s biggest challenges. By changing the relationship between company and employee, employee ownership helps workers build wealth, creates a better day-to-day environment for employees, and makes companies more successful. But the employee ownership community also faces challenges that impeded our growth. Employee ownership can be confusing and hard for people to understand. Worse, the goodwill that we have created is threatened by pretenders because any company can call themselves employee-owned. By setting a standard that people know and trust, Certified EO plays a unique role in helping our community overcome these issues. By making employee ownership easy to understand, building trust, and protecting our goodwill, certification benefits everyone in the employee ownership (EO) community including companies, trade organizations, lobbying groups, research hubs, state centers, service providers, and most importantly employee-owners. Certification Makes Employee Ownership Easy to Understand The details of employee ownership can be confusing to insiders, let alone someone with no prior knowledge. There are many different structures - ESOPs, Worker Cooperatives, Employee Ownership Trusts, and Direct Share Ownership - each with their own nuances. For example, ESOPs have allocations, contributions, vesting, valuation, distributions, and forfeitures. From a technical point of view the details are critical, but for most people they are overwhelming. Certification makes employee ownership easy to understand. Our standard of significant, broad-based employee ownership is a yardstick that applies across all structures and boils employee ownership down to the basics: Ownership: at least 30% of the company must be owned by employees (excluding founders). Access: reasonable access to ownership must be open to every employee. Concentration: employee ownership must not be too concentrated. These simple concepts help people understand if they’re aligned with our community in terms of basic principles. It also helps companies communicate this alignment with an easy-to-recognize mark. And it resonates! Last year we ran a nationally-representative opinion poll and found that 25% of Americans would be more likely to apply to a job if the description had our certification mark. Certification Builds Trust People understand third-party certification. There are many examples of successful certifications across the United States: Great Place to Work, Made in America, USDA Organic, Fair Trade, and Veteran- and Women-Owned Businesses. Certifications are a familiar concept that help people understand whether a company’s claims are potentially misleading or indeed truthful. The independent validation of third-party certification builds confidence, especially with people who are unfamiliar with employee ownership. It can help job seekers, new hires, existing employee-owners, clients, customers, purchasing agents, and government officials trust that EO is truly as good as it sounds. For example, when a manager is explaining the wealth-building potential to a skeptical new hire, it helps to say, “you don’t have to take my word for it, we’re certified.” The rigor of our process amplifies the trust-building. Just 1 in 200 American companies qualify for Certified Employee-Owned. We have worked with academics to verify that 30% employee ownership would transform the lives of tens of millions of Americans. And we conduct a comprehensive review of every new Member. All these efforts pay off in trust and confidence. Certification Protects Our Goodwill As employee ownership becomes more well-known, our community will face a major issue: anyone can call themselves employee-owned. Maybe the CEO is the sole owner and they claim that they are also an employee, so technically their company is 100% employee-owned. Or maybe a company that has distributed 1% of shares across all employees starts talking about their employee ownership. Afterall, every employee is also an owner. You might be think these claims are absurd, but unfortunately we’ve already come across companies making such misleading statements. These examples show there is a lot of gray area around what it means to be employee-owned. This creates the possibility for the employee ownership equivalent of “greenwashing” and it will become more common as awareness of this amazing idea continues to grow. Impersonators damage the concept of employee ownership and, if left unchecked, will create negative opinions and impressions that do irreversible damage. As a community, we must defend our goodwill before it is diluted to the point of being meaningless. Aligning around a common standard with a clear and rigorous process and building a common brand will help fend off pretenders. Goodwill is an amazing asset, but it is fragile and we must protect it with certification.

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What Does “Employee Ownership” Mean?

September 20, 2022

Employee ownership is in the spotlight. State and federal legislation has recently advanced to promote the model. Articles discussing the advantages of employee ownership have appeared in Forbes, Nonprofit Quarterly, and Harvard Business Review. Mainstream investors are even starting to take notice with large private equity firms exploring how employee ownership could enhance their acquisitions.But what exactly does “employee ownership” mean? The big idea behind employee ownership is to distribute the rights and responsibilities of business ownership more broadly. Generally these rights and responsibilities fall into three categories.‍1. Ownership & MoneyAll forms of employee ownership involve expanding financial opportunity. Workers build wealth through participation in capital accounts and/or profit sharing. Common examples include stock granted through an Employee Stock Ownership Plan (ESOP), shares bought through an Employee Stock Purchase Plan (ESPP), equity upside accessed through grants of stock options, and cash received through profit sharing distributions from an Employee Ownership Trust (EOT) or Worker Cooperative. Regardless of the structure, employee ownership creates alignment by ensuring that employees benefit financially when their company is successful. A key feature across all forms of employee ownership is that participation must be ”broad-based.” Access to ownership must be open to everyone at the company and the concentration of ownership must be limited. In some cases employees are expected to pay for their ownership stake, but more frequently it is a benefit of employment. The broad-based nature of employee ownership is critical to creating the environment of trust and respect that characterizes successful examples of the model.Stories of workers building life-changing wealth present an inspiring case for employee ownership. Two examples covered in a past post illustrate this well. First is WinCo Foods. After 40 years as an ESOP, the 130 workers at a single store in Corvallis, Oregon had a combined $100M in ownership wealth, and across the company, over 400 front-line employees were “millionaire grocery clerks.” Second is Springfield Remanufacturing Company (SRC). From 1983 through 2017, the company paid nearly $100M in distributions to its employee-owners. SRC’s CEO, Jack Stack highlights one person who “started here in 1983 making $7.50 an hour [and] has now got $1.2 million.” While the plural of “anecdote” is not “data,” most of the ESOPs I have spoken to that are at least 25 years old have created front-line millionaires. To demonstrate that these stories are not one-off examples, but instead point to the transformative potential of employee ownership, I teamed up with Professor Ethan Rouen of Harvard Business School to answer the question: what would happen to wealth inequality if every American business became employee-owned? We found that this shift would reduce wealth inequality to recorded lows and the wealth of the median household would nearly double from $121,760 to $230,076. The potential to build broad-based wealth is the common thread connecting all corners of the employee ownership community. 2. Ownership & Operational Decision MakingThe second major aspect of ownership is operational decision making. Many employee-owned companies set up practices that expand employees’ voice in setting day-to-day processes, encourage them to generate new ideas, or even increase their role in setting the company’s overall direction. Increased involvement in decision making often goes hand-in-hand with education about financial literacy and open book management. The idea is that providing workers with increased agency, access to information about the business, and the knowledge required to use this information can help them better think and act like owners, which will then improve company performance. These practices are often implemented as part of a comprehensive system such as The Great Game of Business, GRITT, or the Entrepreneurial Operating System. As an added benefit, these systems can create a more engaging and enriching environment for employees, which can also increase retention. Academic research has found substantial benefits associated with high-involvement decision making practices at employee-owned companies. Studies over the past few decades have observed higher sales growth, profitability, and survivability. A key takeaway from this work is that financial ownership alone is not enough to alter company performance. These research findings align with intuition. A company's performance is the result of all the actions taken each day by everyone at the company. Because of this, changes in behavior are necessary to see changes in outcomes. Giving employees shares of stock without creating the conditions for behavioral change seems unlikely to impact company performance. That’s why many see employee involvement in decision making as going hand-in-hand with the financial aspects of employee ownership. 3. Ownership & GovernanceThe third major aspect of ownership is governance. At some companies, workers play a role in nominating, electing, and potentially serving on the board of directors. The most common way to implement employee involvement in formal governance is through a worker cooperative. While details vary by company, the key feature of a worker cooperative is that worker-owners elect the board democratically, on a one-person, one-vote basis. In theory, this creates a situation where workers control the organization, and management is formally accountable to the workforce. Based on our list of employee-owned companies, I estimate that currently around 7% of employee-owned companies have some employee involvement in governance.‍Employee Ownership in PracticeIn practice there are as many different approaches to employee ownership as there are employee-owned companies. For many, employee ownership is purely about wealth-building. But others see the financial aspects of ownership and the day-to-day involvement in decision making as inseparable. The specific meaning of employee ownership can even evolve within the same company over time. For example, a company might begin their employee ownership journey through a succession plan for a departing founder and with an initial focus on long-term wealth building. But as debt is paid down, shares are distributed, and employees start to see what’s at stake, leadership might become interested in increasing financial literacy and opening up the books to help employees become even more engaged as owners. Once we recognize the different facets of employee ownership, a new question arises: what does it mean to say a company is “employee-owned?” This might seem like the same question we asked at the beginning of the article but, as we’ve discussed previously, having some employee ownership doesn’t necessarily make a company employee-owned. Consider a company that distributes a small portion of its stock to executives, or a company that provides increased voice without providing any sort of financial benefit. Are they “employee-owned?”Creating a simple and clear definition of employee-owned was the first major challenge we faced when launching Certified Employee-Owned. After speaking with roughly 250 members of the community, including trade associations, service providers, and of course companies, we arrived at a definition that focused specifically on the financial aspects of employee ownership. We felt this big tent view would maximize our ability to build support for the model while ensuring that employees at companies we certify have the opportunity to build life-changing wealth. You can read the full account of how we set a standard meaning for “employee-owned” here.

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Defining “Employee-Owned”: How We Set Our Certification Standards

March 21, 2022

At Certified Employee-Owned, our mission is to accelerate the creation of an employee-owned economy by building support for employee ownership. Inspired by Fair Trade and Great Place to Work, Kramer Sharp and I started Certified EO in 2016 because we thought certification would coordinate and amplify the voice of the employee ownership movement. As we have grown to over 500 Members, we have seen how employee ownership is an idea that takes many different forms at different companies. Given all the nuance, it’s important to articulate what it means to certify a company as “employee-owned” and how we set this standard. This article walks through our journey to create a specific and clear definition of employee-owned and details what we learned along the way:Why it’s important to define “employee-owned”Themes from over 250 community conversationsWealth building unites our communitySetting a standard that people know and trust‍‍Why it’s Important to Define “Employee-Owned”The idea for Certified EO grew out of my work as a PhD student at Stanford Business School. I joined the Organizational Behavior department in 2013 with an interest in understanding alternative business structures. In my first year, my advisor pointed me in the direction of the academic work on employee-owned companies. I was excited to learn about the model and thrilled that research demonstrated the potential for increased firm performance and better outcomes for employees. While absorbing this work, I had frequent conversations about what I was learning with a long-time friend, Kramer Sharp. The more we talked about employee ownership the more interested we became in this unique business model. We were delighted to find that many companies we knew and loved were employee-owned. We were also inspired by the passionate service providers powering this transformative model. But we kept coming back to the same question: Why had we never heard of this before?Reflecting on our experience, it became clear that a major obstacle for the employee ownership community was lack of visibility. Finding employee-owned companies was a challenge. Some employee-owned companies were talking about it, but many were not. Worse, some companies were saying they were employee-owned when clearly they were not. There was no official list and the closest thing we could find required digging through government fillings. But even that list was incomplete. There simply was no easy way to find employee-owned companies.Kramer and I began thinking about ways to create a bridge between employee-owned companies and the general public. Looking at Fair Trade and Great Place to Work, we realized that certification is a proven model for coordinating and amplifying the voice of a movement. Combining the reach of employee-owned companies would make them the employer of choice for millions of job seekers and make being employee-owned a major differentiator with clients and consumers. But creating a certification program means creating a standard that people know and trust. So before we could start building towards our vision we had to define “employee-owned.”‍‍Themes From Over 250 Community ConversationsAt this time, the ESOP model was already over 40 years old. Kramer and I knew that we had to ground the definition of “employee-owned” in the practices and views of the community. We started by connecting with the major trade associations including the National Center for Employee Ownership, The ESOP Association, Employee-Owned S-Corporations of America, and the US Federation of Worker Cooperatives. We attended conferences to speak with service providers including lawyers, accountants, bankers, and consultants who create and administer employee ownership plans. And of course we contacted as many employee-owned companies as possible. Over the course of 2016 we had over 250 conversations about what it means to be employee-owned. It’s no surprise that we heard a variety of perspectives. For some companies employee ownership is about giving everyone a financial stake in the success of the business. WinCo Foods, for example, has had broad-based employee ownership for over 30 years and in the process has created millionaire grocery clerks. Other companies see employee ownership as encompassing both share ownership and employee involvement in operational decision making, for example open-book management. A few companies even see employee ownership as including a say in important governance issues. For example, Worker Cooperatives give their worker-owners equal votes in electing the board of directors. These three aspects of ownership - money, operational decision making and governance - were the common threads running through our conversations with companies and advocates. ‍‍Wealth Building Unites Our CommunityIt took about five conversations for us to see that it would be impossible to come up with a single definition that would include everything that everyone saw as important. While money, operational decision making, and governance were the common threads, everyone had a different opinion on their relative importance. So we started looking for a baseline. What were the aspects of employee ownership that would be broadly seen as essential? If a company did everything BUT one particular practice, would they still be viewed as employee-owned? With this shift in perspective, one element stood out: wealth building for working people. Everyone we spoke to mentioned wealth building as a critical aspect of employee ownership. We heard many stories of long-time employee-owners in front-line roles building substantial wealth. Companies with diverse employee ownership structures including Employee Stock Ownership Plans (ESOPs), Worker Cooperatives, Employee Ownership Trusts (EOTs), and the various Direct Share Ownership Models all include some combination of profit sharing and capital accounts that help employees build wealth. Others pointed out how broad-based wealth building aligns with the fundamental promise of America as a land of opportunity. While operational decision making and employee involvement in governance can be positive, the wealth building for working people stands apart in importance for individuals as well as our country. ‍Setting a Standard That People Know and TrustWith our direction focused on wealth building, we arrived at a set of standards that captured the common practices and was aligned with historical legislation:Ownership: at least 30% of the company must be owned by employees. Shares held by company founders do not count towards this threshold.Access: reasonable access to ownership must be open to every employee.Concentration: the ownership held in line with #1 and #2 must not be over-concentrated. This is controlled either through a cap on the maximum distribution or a maximum ratio between maximum and median distribution.It’s important to acknowledge that some things get lost when you simplify a complicated concept like employee ownership down to a binary of certified or not. For example, we’ve spoken with a company where employees hold a 10% stake that meets the access and concentration components of our standards. They were quick to point out that it might be much better to own 10% of a successful company than 100% of a failing business. There is merit to that point, but at the same time, 10% is not enough to call a company “employee-owned.” Others have told us that they felt our standards were too low. Why not set the bar at a majority ownership stake? There are a few strategic reasons for an employee-owned company to keep ownership below 50%, for example maintaining government purchasing preferences. The 30% threshold is also aligned with historical legislation, for example Section 1042 of the Internal Revenue Code. Our research shows that if every business became 30% employee-owned, wealth inequality would decrease to historic lows and the wealth of the median household would increase nearly four times. While 30% might sound low to some, it’s a very high bar. According to the U.S. Census Bureau there are roughly 1.3 million firms in America with at least 10 employees. We estimate there are approximately 6,000 companies that meet our certification standards. That means fewer than 1 in 200 businesses met our definition of employee-owned - less than half of one percent! Ultimately the goal of Certified Employee-Owned is to accelerate the creation of an employee-owned economy. Creating a standard that people know and trust is a means to an end. What matters most is that our standard is clear, easy to understand, and applied consistently so that it creates a bridge between the companies and the community. Uniting our voices through certification will help millions of Americans see the value of this model, create a resource that benefits our community, and increase the number of employee-owned companies. There has never been a more important time to build an employee-owned economy, and we’re thrilled that we can do our part through certification.This article was originally posted 3/21/22. It was updated on 1/5/2023.

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The Difference Between “ESOP” and “Employee-Owned”

February 16, 2022

If you’ve spent time learning about employee ownership, then you’ve certainly heard of Employee Stock Ownership Plans, or ESOPs. In fact, ESOPs are so common among employee-owned companies that many people use these terms interchangeably. You might be surprised to learn that, while ESOPs are certainly the most common type of employee-owned company, there is actually quite a bit of daylight between the two concepts. Not all ESOPs are employee-owned, and not all employee-owned companies have an ESOP. This article walks through the differences between “ESOP” and “employee-owned” including: Quick Background on ESOPs Not all ESOPs are Employee-Owned Many Employee-Owned Companies Don’t Have an ESOP Defining “Employee-Owned” Stronger Together Through Certification Quick Background on ESOPs ESOPs have grown dramatically since their creation in 1974 as part of the Employee Retirement Income Security Act (ERISA). According to the Department of Labor, there are currently around 6,300 companies with an ESOP. They range in size from dozens of employees to hundreds of thousands and operate in every industry imaginable. The ESOP’s popularity is due to a number of factors, including nearly 50 years of proven success, strong tax benefits, and a fantastic community of advocates and service providers. By law, ESOPs are extremely inclusive. The basic idea behind an ESOP is that it is a trust that owns company stock on behalf of a broad-based group of employees. Shares are usually allocated to eligible employees annually, and the eligibility criteria employees must meet to receive a share allocation are very open. Typically employees need to work 1,000 hours in a year to participate, an average of only 20 hours per week. Additionally, ESOP shares are paid out of company profits and are allocated to employees at no cost. These open criteria drive high participation and ensure that workers at ESOP companies benefit when their employer is successful. Not all ESOPs are Employee-Owned While all ESOPs are broad-based, the percentage of total outstanding stock owned by the ESOP varies dramatically from company to company. There is no minimum, and in practice we’ve seen this range anywhere from a fraction of a percent to 100%. Of course, an ESOP that owns even just a tiny piece of a large and successful company can provide a great benefit to employees, especially since employees are not paying for the shares out of their wages. But there is a categorical distinction between a company operating a small broad-based, share-ownership plan as a benefit and a company where the employees own a substantial portion of the stock, perhaps even 100%. In other words, there is a difference between having an ESOP and being employee-owned. Further clarity can be gained by looking at a specific example. In the publicly available Form 5500 data, the largest company indicating they have an ESOP is Walmart. To be sure, that ESOP must be a nice benefit for some of the company's employees. However, it probably is not having the same impact as the ESOP at 100% employee-owned WinCo Foods, which has made many front line employees into millionaires. WinCo is just one of many inspiring stories of employee-owners building life-changing wealth. That’s why it’s important to remember that having an ESOPs doesn't always mean a company is employee-owned. Many Employee-Owned Companies Don’t Have an ESOP While the ESOP model is the most popular and successful structure used by employee-owned companies, it is not the only option. There are a number of alternative ways to implement significant and broad-based employee ownership, including Worker Cooperatives, Employee Ownership Trusts (EOTs), Employee Stock Purchase Plans (ESPPs), and equity compensation plans like stock options. Companies can even implement employee ownership through direct share ownership, though there are often benefits to using a more formal structure. Alternative structures play an important role in building an employee-owned economy because not every company is a good fit for an ESOP. Some selling owners want more flexibility. Others might want to ensure employees have a strong voice in governance. But perhaps the most promising use case for alternative structures is helping smaller companies become employee-owned. The setup and administrative costs of an ESOP can be prohibitive for companies under 40 people. In recent years we’ve seen a growing number of small companies using EOTs, direct share ownership, and even stock options. This encouraging trend could greatly expand the employee ownership community. Defining “Employee-Owned” If not all ESOPs are employee-owned and many employee-owned companies don’t have an ESOP, then it begs the question: How do you define employee-owned? Answering this question was priority number one when we started Certified Employee-Owned. Our vision from the very beginning has been to use certification to accelerate the creation of an employee-owned economy. Programs like Great Place to Work and Fair Trade show that certification builds support by amplifying the voice of the movement. We quickly realized that, while companies with different employee ownership structures have distinct administrative and legal concerns, they would all benefit from the visibility created by certification. With this big-tent vision in mind, we set out to create a definition of “employee-owned” that could be applied to any ownership structure. We searched extensively for historical precedent and had over 250 conversations with companies and advocates. Ultimately, we identified financial ownership as the common thread running through legislation and views of advocates from across the space. With that in mind, we focused our definition on three concepts: Ownership: At least 30% of the company must be owned by employees (excluding founders) Access: Reasonable access to ownership must be open to every employee Concentration: Ownership among employees cannot be too concentrated Stronger Together Through Certification It’s important to emphasize that the point of this definition is not to determine who is a “good” or “bad” company. Ultimately we are focused on what certification can accomplish for the employee ownership community and a necessary part of any certification program is a specific and clear delineation between who does and does not meet the standards. Setting a standard people know and trust has intrinsic value, but it also enables the creation of shared resources. Our Directory of Employee-Owned Companies is an up-to-date list of every company we know of that, to the best of our knowledge, meets the above definition of employee-owned. The directory create a simple way for people to find employee-owned companies, but it’s only possible with a clear definition of employee-owned. Our certification mark is the strongest way for a company to communicate that they meet high standards of significant and broad-based employee ownership. Over one hundred Members are using the mark on their websites and major companies like WinCo Foods and Litehouse are using the mark on widely circulated products and packaging. The foundation of this branding initiative is the trust created by third-party certification. Certification is changing the game for the entire employee ownership community, including ESOPs, and that’s why it’s important to understand the difference between “ESOP” and “employee-owned”. This article was originally posted 2/16/22 and was updated on 3/28/2023.

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