Employee Stock Ownership Plan (ESOP)

It is a tax-advantaged retirement plan that provides employees an ownership stake in their company by allocating shares of company stock held in a trust.

Patrick Curtis

Reviewed by

Patrick Curtis

Expertise: Private Equity | Investment Banking


August 21, 2023

What Is The Employee Stock Ownership Plan (ESOP)

The Employee Stock Ownership Plan (ESOP) is a popular way of giving employees control over their work in the form of shares while also acting as a simplifying tool for employees and employers.

This can incentivize and reward employees while offering greater transparency in the company to all stakeholders.

It is also known as a stock ownership plan, which is a type of retirement plan in the United States that provides employees and the self-employed with shares of company stock. 

The company's board of directors establishes an ESOP trust and allocates shares. The trust then sells shares back to the company in equal installments over time.

There are two general types: traditional and non-traditional. A traditional ESOP carries no risk for the employer because they receive all the money upfront from their employees who purchase shares §in their plans.

Non-traditional ESOPs carry risks because they rely on investment returns to fund their distributions rather than distributing all monies at the time of sale.

These provide tax advantages for both employers and employees.

Typically, an ESOP is created using private funds by a sponsoring employer. It then issues shares on the open market to all eligible employees. 

The plan offers tax advantages and simplified management and administration costs. In addition, a future IPO may be possible if the company's performance warrants it to raise capital for growth or acquisitions.

Your stock options allow you to earn income through your employer's success without worrying about keeping your job secure. This method is also helpful for incentivizing employee performance beyond just remuneration-related arrangements.

Employees have a share in their company's profits from day one, which makes them feel more invested in their work at home because they know they'll be rewarded so directly.

Key Takeaways

  • ESOPs give employees ownership stakes in a company through shares of stock. This provides incentives and rewards for workers.
  • ESOPs are a type of retirement plan where a trust is created to hold shares that are allocated to employees.
  • ESOPs offer tax advantages for both employers and employees. Companies can deduct contributions while employees defer taxes.
  • ESOPs can increase employee engagement and retention since workers have an ownership interest. However, they also carry risks if the company underperforms.
  • There are different types of ESOP structures with specific rules around distributions, shares available, and timing. Proper setup is important for tax implications.

How Does an Employee Stock Ownership Plan (ESOP) Work?

In short, this works when the company's shareholders sell all employees a percentage of their shares. The employees then hold these shares and can profit by selling them or receiving dividends.

The benefits of this model include increased employee engagement, lower turnover rates, and improved productivity.

Additionally, it allows for greater flexibility in how workers are compensated. For example, if an employee has a long medical leave taken and cannot work due to illness or injury, they can stay on salary while still being offered shares that will help them financially when they return to work.

For many companies, this is an ideal solution for increasing employee engagement and retention while decreasing costs associated with hiring new workers and keeping those workers engaged.

Some companies offer stocks to their employees as part of an Employee Stock Ownership Plan through which they can purchase company shares and become part owners.

They come in two varieties, the qualified employee stock purchase plan (QESP), where the employer sets a date at which shares are sold to all employees, and the complete employee stock ownership plan (ESOP), where the shares are held in a trust until the employee retires or leaves the company.

Both plans allow employees to acquire promising companies and help them grow. The only difference is that qualified plans have specific rules set by the Securities and Exchange Commission, while complete projects do not. 

Offering ESOPs is a way for employers to boost their employee morale by giving them a stake in the company they work for, contributing toward improved productivity. It also helps retain skilled workers who would otherwise look elsewhere for employment, promoting the firm's sustainability.

These can be a great way to start a financially and personally rewarding business.

Running a small business can be tough, but an ESOP can offer the potential for financial prosperity. But before starting this venture, it's important to research and ensure it's right for you.

Since ESOPs are a significant investment, you must do homework before signing on the dotted line.

First and foremost, ESOPs are only right for some companies. Your company must have a certain number of employees, at least 25% of which have completed one year of service.

Some considerations that you should think about include the following:

  • What type of business is your company?
  • How profitable is your company?
  • What is the age range of your employees?
  • What industry does your company operate in?
  • Do you want to sell shares or stock options?

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Advantages of ESOPs for Employees and Companies

You can offer the ESOP to increase employee satisfaction and productivity as an employer. Employees will have more control over their work and a better chance of attaining promotion and growth opportunities.

  • It also offers greater transparency in the company. With employee-owned shares, stakeholders can see how decisions made by management impact them. This transparency will improve morale and make employees feel involved in the company's day-to-day operations.
  • It increases retention because it gives employees ownership of their work, leading to greater pride. As a result, they're more likely to stay with the company for longer.
  • It can be used with other incentive programs, such as profit sharing or bonuses, to create an even stronger incentive for workers.
  • It is a plan in which employees are granted shares of ownership in the company that they work for. 
  •  It can pool different employee stock options into one larger pool and give all eligible employees access. 

The main benefits to the company are that it allows the employees to have a sense of ownership, and they will be more willing to be involved in their jobs and ensure their best effort is given to the company's success.

A traditional option grants shares based on salary, while an ESOP may not grant shares proportional to compensation; instead, it will give claims based on some other metric, like time at the company or tenure with a department.

There are also different stock options, like incentive stock options (ISOs) which have tax advantages over non-qualified stock options (NSOs).

Pros and Cons of ESOP

ESOPs have many benefits as they provide stable and secure retirement income, offer tax deductions for company contributions, and are often run by employees. However, this stability also has its downsides, as the company may be at risk if it does not do well financially.

These are beneficial because they give workers security with their future income and provide stability to their work environment. However, the downside to an ESOP is that the company can risk itself when it does not do well financially, so there could be some instability in that way too.

The pros associated with the ESOP are:

  • It can be a tool for employee retention and increased productivity.
  • It can benefit the company and its stakeholders by simplifying the decision-making process.
  • Shareholders may get more involved in the company's decisions.
  • It allows greater freedom for employees, giving them more control over their work.

The cons of the ESOP are:

  • The ESOP is complicated to administer, taking time and resources away from other business activities.
  • The cost of administering the plan is only sometimes well understood.
  • Employees have no incentive to stay with the company if they are unhappy--they do not need to leave since they own their shares of stock.

Some companies implementing the ESOP include:

  • Alcoa
  • Amgen
  • Emerson Electric
  • FedEx
  • General Electric
  • Nike

Why is ESOP important?

The ESOP is a type of retirement plan offered by a corporation to the company's employees.

If we examine the Internal Revenue Code, we will see that the tax benefits are only available if the ESOP meets specific requirements regarding the kind of entity and type of ownership interest the employer can have.

This can change depending on whether or not it operates as a 501(c)(3) entity and whether or not it has more than 100 participants in its plan.

This section introduces some basic information about ESOPs and what they are. Still, they are more complicated than people think because they operate in a very specific way that differs from other retirement plans.

A company can provide an ESOP by borrowing money from a lender and then paying it back with the profits generated from selling shares to employees.

This option is beneficial because it pays off the loan early, which would be due under an installment plan. These also increase the owner's equity in the company.

These are popular forms of employee benefits. They provide tax benefits to both employees and employers. Its benefits are a form of "deferred salary" that an employer contributes to a trust or plan on behalf of an employee.

Tax Implications of Using ESOP

The Internal Revenue Code (IRC) is full of rules and regulations regarding ESOPs.

Small business owners often use ESOPs to give their employees a stake in the company, especially when the owner cannot afford to provide them with shares outright. An ESOP's tax implications can vary depending on how it's structured and what federal laws are applied to it.

Companies that issue these may be subject to special income tax rules, which apply to compensation paid by the company as part of a plan in which stock or other securities are distributed from time to time to employees.

These rules are often called the "409A rules" or the "409A provisions." The 409A provisions include the following:

  • Specific standards and limitations on distributions of stock.
  • Restrictions on the number of shares available for distribution during a specified period.
  • The timing of distributions.

There are three types of structures:

  1. An employee stock purchase plan (ESPP) is the most common type of structure, allowing employees to buy company stock at a discounted rate, with ownership eventually passing down through the generations.
  2. An employer stock purchase plan (ESPP) allows employers to make purchases similar to ESPPs but on behalf of their employees. A business must conduct an IPO offering if it switches from an ESPP to an ESOP.
  3. A co-ownership plan is the third option and allows shareholders or partners in a partnership firm to become owners in that firm together. It also offers greater flexibility when calculating gains and losses on shares sold within the time frame.

Risks Associated With ESOPs

It's important to understand that you might be taking on some risk by signing up for an ESOP. The extra protection that an ESOP provides against economic downturns such as bankruptcy has been weakened.

The following risks can be found with it are:

1. Plan Sponsor Financial Risk

The plan sponsor is responsible for funding the plan, which means they are also responsible for monitoring how much money is within the program. 

If a sponsor decides to merge with another company or sell their company, this could lead to some risk of employees being left without an employer-sponsored retirement account.

2. Employer Bankruptcy Risk

The extra protection that an ESOP provides against economic downturns such as bankruptcy has been weakened because of recent recession laws passed by Congress and signed by President Obama.

3. Negative Impact On Staffing Decisions

In addition, when employers intend to shift or close their business or replace current employees enrolled in the ESOP with new ones who aren't yet eligible.

It's a good idea to find out as much as possible about the plan before signing up for it. It's important to understand that you might be taking on some risk by signing up for an ESP.

In many cases, the company will match part of an employee's contributions to this plan, and it has been shown that this will lead to higher levels of long-term savings than people who only save on their own. 

An ESOP is also beneficial because it doesn't necessarily lock you into one company and doesn't require any large upfront investments or financial risks. 
However, there are some potential drawbacks with an ESP, such as the possibility of losing your job and therefore having your investment options limited at retirement.

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Researched and authored by Gregory Cohen | LinkedIn

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