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164: Tracy Till - Revisited

We are revisiting our episode with Tracy Till, co-founder of 100% ESOP Butler/Till and an independent board member, who discusses the importance of a good BoD for strategic growth and why she works with Certified EO and EOX. She also shares her EO “A-ha Moment.”

This episode originally aired on February 9, 2021 as Episode138: Tracy Till - EO Companies, Boards, & Orgs.


Episode 164 Transcript

The EsOp Podcast logo with a picture of Jesse Tyler of the Owner to Owner podcast and Rodney North of the Why Worker Co-ops  podcast, both coming on The EO Podcast Network in September 2021.

Bret Keisling: Our team is working hard to prepare for the launch of the EO Podcast Network in September 2021. In addition to the EO/ESOP Podcast, which you're listening to now, and the ESOP Mini-cast that comes out Fridays, we're adding Owner to Owner with Jesse Tyler and Why Worker Co-ops with Rodney North. Both of these new podcasts are all set to bring you amazing content from the unique perspectives of each of the hosts.

So, as we focus on the launch, I'm bringing you one of my favorites from early 2021. Tracy Till is a visionary entrepreneur, leader, and advocate. I hope you enjoy this episode.


Bitsy McCann: Welcome to the EO Podcast, where we amplify and celebrate all forms of employee ownership.

Bret Keisling: Hello, my friends. Thank you for listening. My name is Bret Keisling and as it says on my business cards, I'm a passionate advocate for employee ownership. We have a great guest for you on the podcast. I'll be joined by Tracy Till who's a co-founder of Butler/Till. She's also the former co-CEO and former vice-chair and chairperson of the Board of Directors. She's an advisor for Certified EO, and she's also the national co-chair of the marketing committee for the Private Directors Association®. She serves as an independent board member on an ESOP company, and she's available as an independent board member for EO and non-EO companies alike.

Bret Keisling: Before we start, last week on our Friday Mini-cast Episode 120, our guest was Ivette Torres of NCEO. She described NCEO's national virtual annual conference, which takes place in April, 2021. I'm registered for the conference and I hope you will too! On the Mini-cast, I share an exclusive discount code that will save $25 on conference registration for podcast listeners. You can find Episode 120 of our Mini-cast at or wherever you get your podcasts.

Bret Keisling: I hope you enjoy this conversation with Tracy Till.


Bret Keisling: I'm very pleased to be joined on the podcast today by Tracy Till. Tracy, how are you?

Tracy Till: Very good. Thank you very much. And thanks for having me.

Bret Keisling: Tracy, I'm very excited that you're on the podcast. You're going to be here wearing several different hats. You're actually one of the co-founders of Butler/Till that's a pretty well-known employee owned company. Aren't you?

Tracy Till: Thank you. Yes, I am. That's a very nice thought.

Bret Keisling: And you serve as an independent board member and you're the national co-chair of marketing for the Private Directors Association®. So you have a lot of thoughts -- so one of your hats today is as an independent board member.

Tracy Till: I do. I'm a promoter of great board members, yes.

Bret Keisling: And Tracy, you have a renewed interest, but you've gotten very active with a couple of employee owned organizations, supporting organizations. You're an advisor for Certified EO and you said in an email, probably my favorite line ever, "you run with the EOX crew!"

Tracy Till: Yes I am. [Laughter.]

Bret Keisling: So you're involved in the organizations and we're going to put that hat on as well. So for people who are listening, we're going to hear a little bit about Butler/Till, we're going to talk about independent board members, and we're going to get your thought about how we grow employee ownership. Is that all right?

Tracy Till: Cool, cool. In the, in the hockey world, they call that a hat trick. So let's do it!

Bret Keisling: All right. And we're going to start -- and I don't know what the pre-hat-trick is -- but we're going to start, as you know, we've been collecting on the podcast since the fall what we call the EO "A-ha Moment." It's that moment where something happened, not that you liked an ESOP or whatever, but you said, "a-ha!" this is transformative. Let me ask, have you had such a moment or moments?

Tracy Till: I've had several. The first one I had was when my business partner said she wanted to retire in a planful, mindful way and came in and said, let's let's plan our retirement. And our CEO said you could private sell, you could merger and acquisition type sell, or there's this thing called an ESOP. That was an a-ha moment. The other one was really recently. One of the gentlemen I had worked in my career for -- with alongside with for years, joined us at Butler/Till at one point. And he actually retired recently with a sizable, and I won't share the number, but a sizeable number of stock value in addition to his 401k, that enabled him to be a stay-at-home dad. That's an A-ha moment for me!

Bret Keisling: Can I ask, when you say stay at home dad -- my children are in their twenties being a stay at home dad would not be impressive -- but he's relatively young with a sizable retirement?

Tracy Till: No, he just married a young girl --

Bret Keisling: Oh, right!

Tracy Till: -- woman later in life.

Bret Keisling: You are not alone for a lot of people -- and what I love we see throughout the employee owned companies -- is it is getting the money. And for some people it's, like your colleague, he got the money, but for everybody else to see that somebody got that. You've shared an "a-ha moment" that a lot of people understand.

Tracy Till: Yeah. You know, and that, and it's not so much about the greediness of money, you know, the greenery of money, if you will. But it's what it enables you to do at a pace or in a timeframe that probably most people never would have considered. So, it's a huge blessing.

Bret Keisling: It absolutely is. Now, let's circle back. You and Sue Butler founded Butler/Till, and just give us the highlight of Butler/Till's story, including any milestones related to becoming an ESOP.

Tracy Till: Sure. Sue and I started the company in 1998 out of her living room, believe it or not. There was two of us with a woman who is still at Butler/Till today -so can you imagine what her ESOP package will look like eventually? And we grew the business trying to ensure that we provided the best caliber product whatsoever with the best service model whatsoever in the media and communications industry. We did that with working with both corporate accounts and other ad agencies around our area. And I think the biggest growth and storytelling that comes to mind is the number of locations we had. Because with each location, we realized that our business was growing. We were adding accounts, adding volume, adding people, and ultimately got to a point where we were in this beautiful home in Rochester, New York, and occupying more space than we should be and we had to move and we had to grow again.

Tracy Till: So we built out a huge space and we moved there right around the time we did our second transaction. And today we are building a five story building downtown in Rochester, New York to house Butler/Till. It's the Butler/Till building. So those are huge milestones with Butler/Till and how we grew. And we went from, as I said, two employees to 50, and then 75, and then a hundred, and now we're at 175. The growth has been steady, has been phenomenal. And the ESOP model with our culture was a perfect fit.

Bret Keisling: I hear that a lot. And I've said a lot, my partner and I, as trustees used to say a lot, ESOPs won't make a bad company, a good company, but it can make a really good company a great company and Butler/Till does seem to be one of those that had the ESOP, the employee owned vibe, before it became employee owned.

Tracy Till: Yeah, I think so too. And I, we always talked about the reality that when you work in any profession, but when you work and you love what you do, you recognize pretty early on that, you're there a good chunk of time, probably more so than you are with your family, unfortunately, in our world, but that's the truth. And given that we always wanted to have the environment portray those values and those understandings and those, you know, nodding of the heads to say your child's sick go home. Or, you know, I know you'll put in the time because you have a doctor's appointment and now you want to come back, I get it. You know, you're going to be good to each other. So that value was throughout the organization. I think most ESOPs, that's a foundational piece to an ESOP, right? To say, we trust you, we value you, and please reciprocate that. That works.

Bret Keisling: And again, it's cool that that's a lot of the fight that we have when companies transition to employee ownership if there's no ownership culture whatsoever. And what you have described is that ownership culture and it's just really cool to see it bear out.

Bret Keisling: You said in your a-ha moment that Sue Butler came to you and said, hey, it's time to figure out an exit strategy. That's also, you know, obviously key to what everybody's doing. So tell us a little bit about how that came about and how the ESOP came about. And what year was that?

Tracy Till: Okay. In 20... I'll say 2010. Yeah. 2010. Sue Butler came into my office and you know, here I am working on this critical plan for a big account and I'm in it. My nose is on my desk, I'm in it. And she knocks on the door and she's very, soft-spoken, and I'm not. She said, you know, Trace, you got a minute? And I said, no, I don't have a minute, but come on in. And she said, I really want to talk about, you know, what about retirement? And I was in my young forties at the time. And I thought to myself, she's lost her ever loving mind, but I knew she wasn't going to leave my office because she's persistent like that. And she's very plan oriented, which I love.

Tracy Till: And she suggested that, you know, would I be interested in staying on after her, or as partners would I leave with her? And I said, I would absolutely, without a doubt, leave with you. It's just who I am. So she said, then we have to think about this.

Tracy Till: And we sat down and we talked about all the models. How do you exit successfully? Our children didn't want the business. We didn't have a ready at our door knocking to say, hey, we want to buy you, but we'd created a pretty good reputation. I think we knew that that was a model that we could have considered. We broached the topic with our CFO and thank god, she is a inquisitive, Google-searching kind of gal and came back the very next day and said, you know, I think you guys should look at this ESOP thing.

Tracy Till: So we did, we looked at it, we all Googled it. We all came back the next weekend, if you will, after Monday and sat down and talked about it. And we said, well, in true Butler/Till fashion Sue and I are never going to do anything unless we really research it. So we contacted a couple individuals in the Rochester marketplace and who were very vested in the ESOP world, and we read books, we entertained discussions. And there was no doubt in my mind after I read what was on Google and when I read within one of the books that there was no other option.

Bret Keisling: Just for listeners who may not know, Rochester is robust in the ESOP market. Back when I was a trustee, we worked with a lot of service providers up there. Empire Valuation -- I don't know if they're based there..

Tracy Till: Yes.

Bret Keisling: ... but they certainly have a big office there. The folks Rob Schatz and Rob Brown and Rich Glassman, I've done a ton of work with both of those firms, but so people who don't listen... You happen to be in Rochester and...

Tracy Till: No, we are 150% blessed, thank God, by Rob Brown, because ESOP Plus, which Rob is a partner, obviously, in. He is the most genuine human being you'll ever meet. Very, well-spoken very educated, very human, just a phenomenal guy who won me over by the first bow tie that I saw. [Laughter] 'Cause iconicly going to wear a bow tie. Hugh Woodside our valuation team at the time was really cool. I mean, he was very interested in what we did and how we did it and embraced how we shared our modeling with them and our valuation, why our numbers were the way they were. We were very collaborative with one another. We almost put on a presentation for Hugh every time he came each year, because we felt so passionate about what it was we did that we wanted to make sure he knew it all.

Bret Keisling: That's great. That's great.

Tracy Till: And he was a, he was a partner in that, so...

Bret Keisling: And Tracy, let me just point out again for the listeners. We said very nice things about ESOP Plus and Empire Valuation. The point is there are talented advisors all around the company. And one of the key things that I assume you'd agree with is make sure that you're getting folks who are the real deal that understand ESOPs and have been a big experience.

Tracy Till: Yes, absolutely. And I think it's important as important to have somebody with a personality that you can can live with and that you can enjoy working alongside because you will spend a great deal of time, especially that first year, really getting into what it is about an ESOP and how it's going to work and all the communications elements, the legal requirements. It seems overwhelming at first, but I think with any good partner, you feel confident and you feel cared for. And that's important. Very, very good sounding boards for us as we grew.

Bret Keisling: In the last couple of years, as an ESOP trustee, we'd often put in independent board members as a term of the transaction. In other words, we thought it was so important, and I think that's the trend that is going on now. But when you formed an ESOP, I don't believe independent board members were required. Did you have them? Or how did you start? And we can transition to... and let me just say, people should check out the Butler/Till website. You guys are doing very cool things. I've been there. And I even saw some news articles about your proposed building and that's very cool. So check out the Butler/Till web website. Great story. But talk a little bit how you started to get how the board came up and when you started adding independent board members and everything that means.

Tracy Till: Yeah. So with your ESOP, you're obligated, really, to have that board and to have a trustee and to have all those important, I think, guides and boundaries to make sure you're functioning well as an employee owned company.

Tracy Till: With that, our first board kind of traditional board modeling, it was really about us Sue and I, and our three leadership teams. So it was that five person group. So reality is, the first year, the second year, not a lot changed except Sue and I weren't in the roles we play, but we were there at the office. And it was very much practitioner- based board governance. Very much, you know, by the book, we didn't know what the hell we were doing, but we did it well and we did it right and we were clear.

Tracy Till: However, at one point I got frustrated with the board assessment, annual assessment, and I looked at it and I thought to myself, man, you know, this is kind of boring. Aren't we supposed to be better than this? So we looked at that and then we looked at how we could advance from a traditional board, very fiduciary responsibility board to a strategic board.

Tracy Till: So, okay. Now let's talk about growing this business and stepping out of the day-to-day and truly functioning as chair and co-chair or vice-chair. And when we did that, we looked at our strategic plan, which we took time to really articulate and put down on paper and get it right. We realized that adding independent board members was a way for us to gain momentum and movement and success a hell of a lot faster than had we stayed at a traditional board. So with that, we hired some independent board members.

Bret Keisling: When you talked about the board originally having that fiduciary function, fundamentally, that means formally signing off on management decisions. It's kind of a rubber stamp board if I'm saying that right. And just so people understand what the fiduciary board that's, how many of them are. And before you become employee owned, if Butler/Till had a board with you and Sue as partners, there were probably just documents you signed at your lawyer's office without having board meetings. So that's what we mean by the fiduciary, just doing the guidelines. When I interrupted, and I apologize, you were about to talk about hiring independent board members. So do that and also explain the fact that you hired them, caught my ear.

Tracy Till: We knew that with our strategic plan, the hiring of independent board members would up our game, would enable success far, faster than -- and far more intelligently, by the way -- than had we just done it with ourselves. So what we looked to do was to bring on someone who had our client's voice, for sure, because who better than us to think about than our clients? We brought on someone who could really focus on our people because we are so people focused. So upping our HR, if you will. We also looked at bringing on someone who had a larger agency skillset than we did, and wanted that kind of aspirational influence to our thinking. When you do that, and you suggest that this is a role that's important to us as a company, of course, you will compensate them for their service.

Tracy Till: There's no doubt in my mind that they were valuable. There's no doubt in my mind that it truly did elevate our thinking and enabled greater mentoring to our internal staff. It brought ideas and challenges and just continual improvement to our life. So that was the first foray, if you will, into that direction.

Tracy Till: Over the last three or four years, however we recognized that a few of those individuals in which we brought on the board were amazing people and so good to us and so talented, but we had somewhat outgrown them with our needs, from our strategic plan perspective. I think that's important to note your strategic plan is supposed to evolve. And sometimes you're going to hit your milestones faster, especially in today's day and age. Well, we had, so what we did was we decided to bring on someone who had far more discipline in the ESOP world so that we could have someone a hundred percent focused on the aesthetics and the demands of an ESOP to be the best you can possibly be, who could focus on that for us as a board versus all of us trying to focus on it at once. So we brought a specialist in, and that was a game changer.

Tracy Till: We decided to relinquish our term and agreement with the gentleman who was on board for his knowledge and running a bigger agency. And we decided to bring in somebody who had a media agency discipline and who was just retiring. So it was a really capitalizing on that talent.

Tracy Till: And then we brought on a martech specialist, someone who's involved with marketing and technology, and really can fuse that inside our organization. So again, those are transformational hires from a board's perspective. They weren't the day to day. They weren't just a fiduciary sign it, kiss it get it off the table.

Tracy Till: We had strategic offsites. We had really devoted timeframe. We assigned each individual to a senior leader within the organization for mentoring. There was a greater integration of those talents into our business model that really required us to change our mind again about compensation because when you up the game on the talent and what you bring in, you need to compensate them well, fairly, for the work in which they do.

Tracy Till: Not every company needs that. There are probably some great experienced boards out there that can get by with just being fiduciary, very traditional. And that's okay. But there's some out there who want to be strategic and want help. And there's others that are transforming their boards like crazy.

Bret Keisling: Talk about, if you can, diversity generally in the board. Because I think that a lot of people misunderstand diversity and either narrow it too much or expand it. When we talk about diversity, all different fields, as well as women on the board, people of color. Can you explain why all the voices help add to a board?

Tracy Till: Yeah. I mean, I think the, one of the biggest misuses that goes on in the board world for companies, I would suggest ESOPs for sure, is the fact that diversity should be from all walks within your organization. So a footprint -- if your footprint is you know, diverse and it should be inspired by that. It should be inspired by your community. It should be inspired by what's right, in terms of many voices, many thoughts. And you know, my latest rant is with the fact that private companies are not obligated to have 20% of their board fitting a diversity profile. So whether or not that's ethnic, whether or not that's sex, whether or not whatever that is, but we should. Every good board needs voices that affect your client base affect your community and give consideration to all people and all different shapes and sizes.

Tracy Till: Butler/Till, specifically, is working as a WBENC. You and I talked about that briefly. we have that certification on a US basis. And with that, we have an obligation.

Bret Keisling: For those who are listening, I'm sorry, could you tell us WBENC what it stands for?

Tracy Till: Yeah. Women business enterprises, in terms of being a certified supplier for corporations across the United States -- globally, too. When you are a female certified supplier, obviously the government requires certain companies to work with diverse suppliers and as a woman owned business we qualify for them. Now as a ESOP and a WBENC we're hyper in tune with our senior leader, our CEO must be a female. Our chairman must be a female. The percentage of our audience in terms of our employee ownership must be, dominantly, female. So in that percentage skew.

Tracy Till:And then, again, being a B Corp, I mean, diversity on a B Corp basis. So B Corp is looking at your community and what's good for the world and what's good for your community and your people. Those are certainly some positives, but yeah, the footprint of your board should and can be so dynamic and so relevant to today's world and what's needed.

Bret Keisling: Now you're the national co-chair of marketing for the Private Directors Association®. Talk a little bit about their work, if you will, and how it supports what you're doing, but just expand a little bit on the organization.

Tracy Till: Sure. The PDA is a organization, nonprofit, that is a hundred percent focused on private companies. So family owned, ESOPs, private equity, general business corporations that currently desire or are forming boards, or who has a board as well as individuals who are serving as independent board members for firms such as that. It is also some partnerships, some legal teams, some CPAs, others that have influence and desire to work with boards as members. They have chapters all across the United States. Their mission is to educate and elevate great board governance and create a network so that you can rely on and chat with others like you to become better. So with that, I've devoted some time to help them. They're going to be rebranding and coming out with some new tools.

Bret Keisling: Before we segue over Tracy, I've dealt as a trustee with compensating board members. You were the first person -- and I am fine with that and I understand it -- I don't know that I've heard anybody refer to board members as strategic hires before. That's a completely different mindset.

Tracy Till: Yeah. Why wouldn't you? You know, I never looked at a board being created just because. I think if you're going to go to create a board, you better have the best damn board you've ever come up with in your life. And especially as an employee owned company, I want to make sure I have the best darn board list out there. Because my board, my employees, my fellow owners, I got to report to this. I've got to report to them and tell them. So, yeah, I think, I think they are strategic hires. And I think when you look at it from that perspective, it changes your future and your inspiration and how you can move forward.

Bret Keisling: When we spoke last week prior to this episode, and just to get to know each other, you described the ideal board members as being treated as consultants. And that, again, I hadn't heard, but it's taking all of that expertise and everything that they do and putting them to work. And I absolutely love that.

Tracy Till: Yeah. Thank you. I don't think you can have an ego. You can't have an ego when you're looking to create your board. You can't, you have to have what's right for the corporation.

Bret Keisling: Talking about you for just a moment you serve as an independent board member for a company. You're available to serve. And certainly through your work with the PDA, it's a passion for you. So someone like yourself, a.) You bring ESOP experience, you bring CEO experience, you bring marketing experience, you bring federal contracting rules experience with the certifications, if someone were interested in talking to you and you're a powerful voice for the role of the board anyway, so you could help transform for a company who's trying to get down this path. If someone wanted to reach out, is that something that they could do or, or how would someone reach out to you or someone like you about independent board members?

Tracy Till: Absolutely. I think, you know, I think LinkedIn is a beautiful social network for all of us in this professional realm. So please hit me up on LinkedIn. I'd be happy to connect with people. Let me know that you're heard about me from the show, that would be helpful. I'll report back because I love measurement! [Laughter.]

Bret Keisling: [Laughter.] I'd appreciate it!

Tracy Till: Of course! And I would encourage people to look outside of their industries and look at something like the PDA, as an example, or look at something where people can find talent that fits a certain requirement or need. There are several entities out there. Some are more regional, some are national. But yeah, I think, you know, if you're going to up your game up and on the board level, it will change your business.

Bret Keisling: I guess I've looked at the importance of the board, but you gave new perspective to the value of the board. So I appreciate that.

Bret Keisling: Tracy, you are "running with the EOX crew," as I said earlier.

Tracy Till: I am!

Bret Keisling: You're an advisor for Certified EO. I just love that it's so evocative of the East Coast–West Coast rapper wars or whatever [laughter], but we're all working with the common goals. Something I'd like you to talk about a little bit and we would not be where we are without a lot of talented practitioners without the work that the organizations have done. And I certainly was a practitioner for seven years, mad respect to my colleagues, et cetera.

Bret Keisling: But a lot of the ESOP organizations are practitioner-centric and supported both in manpower, person-power, financially and again, we wouldn't be here without them. But you have a view that we're missing opportunities or not having a record of representation from business owners. Am I right? That that's what's driving you and can you just expand on that?

Tracy Till: Yeah. You know, I'm not what you call a follower, number one, and what I, what I love about The ESOP Association, what I love about the NCEO, are that they are well-oiled machines driven to electrify, educate, build contain, support the world of ESOPs for the most part. And that's important. And it's important to, you know, I think, fuel or enable those ESOPs to live in that realm and to educate their people. And one thing Butler/Till always does is every year sends a handful of employees to one of the events because getting people to these events roots them in the world of ESOP, gives them an opportunity to learn something and then bring it back to the community of owners. So they serve a purpose -- to the entities that exist today, the ESOP worlds that are, you know, all the businesses out there today, it's important. It's important to have that voice and that place.

Tracy Till: What I love about the Certified EO group that's different is that they almost work like a Good Housekeeping Seal of Approval. Meaning that they're going to say, you know what? We want every ESOP that's out there to stand up and wave a flag that says I'm certified! And you know what, I believe in this model, I'm proud to be an ESOP. It's a different vibe. It's a different purpose.

Tracy Till: The EOX crew, when I kind of uncovered their mission and found out about them, I was intrigued because it was, it was getting to the root of the voice of business owners. Now the EOX wants to help other businesses become ESOPs and to help them, you know, show them where the education is, show them where the legal teams are and the CPAs are to help them get there. They don't want to do it themselves. They just want to promote the value. It gives to an organization, to founders, to communities and to, I think, state level and city level, business, and government to say this model is like, it's the bomb. Like it works!

Bret Keisling: Tracy, let me just point out. And I know you said ESOPs, but EOX is also happy to promote the collective.

Tracy Till: Yup.

Bret Keisling: So yeah, just to correct that. So it is the bomb. Let me let you get back to but we need to get more voices of the business owners...

Tracy Till: What I found was that at a lot of the events there weren't enough, there weren't enough "mes" up there speaking. And the reason I say that is because I believe in it. I want to talk about the business of ESOPs. I want to talk about the challenges I have as a leader, or I want to talk about how ESOP boards are really critical to the success of those ESOPs. So I want that track of learning to be more important. I think that had that been more of the content that first year, that second year of becoming an ESOP, but, you know, you really get stuck in the legal slash ERISA slash you know, laws..

Bret Keisling: It can be little scary...

Tracy Till: It can be little scary, and it doesn't have to be, and it doesn't have to be. It has to be right. It has to be correct and proper, but it has to be true to the business owner and to the employee owners, you know, that business.

Tracy Till: So I do, I do think that, you know, there, there needs to be more ESOP founders, selling partners, selling business owners, to say more about this model of employee ownership -- whatever that is, if it's a co-op or if it's an ESOP, et cetera. We need to be talking about this more because it's so doable, you know, there should be, there should Fortune magazine, you know, Entrepreneur magazine needs to do a monthly series for one year on all the great employee owned firms out here in the country and how the states value them and the cities value them and the people are benefiting from them. So, yeah, I'm a little skewed to the side of certification and EOX,

Bret Keisling: Again, everybody has a role. So first of all, I'm glad that you're skewed wherever you're skewed, you know, as long as you're involved. It also speaks to me of some of the challenges. And I think I can say at this point, nobody's a bigger fan of employee ownership than I am. You know, I've just, I love it. We currently have about 6,200 ESOPs in the United States. When Louis Kelso, who's kind of the father of ESOPs wrote his book in 1996, I think there were about 7,000. So we're also in a track where if you're a talented ESOP professional, you're busy. The pipeline, certainly were thrown a skew with COVID, but I understand that's now broken through. There's a lot of stuff going on, but we're working backwards.

Bret Keisling: So partly for me, Tracy, the, clearly we're not saying the right things to the right audience, or there would be a lot more of this. So you were talking about finding one more voice and using that strongly to try and grow.

Tracy Till: Yeah, I'm totally inspired by the fact that colleges and universities are now starting to have centers to educate their employee or excuse me, their students, their corporations that are partnering with them, their members, if you will. I'm jazzed by that because the voice inside of business schools is changing. The voice at legal classes and CPAs and that whole realm of influencers need to be trained on ESOPs and employee ownership in general, because it's such a valid solution.

Tracy Till: Our CPA, whom I love dearly, and I still use them for my personal taxes, told us we were leaving money on the table and like, forget the ESOP thing. Don't, you know, don't go that route. Well, we need more people to be brave enough to say there is a model and hey Joe, or Mary or whomever, there is a solution here. I want to bring up to your, you know, for your strategic planning and for your succession plans. It needs to be a broader commentary. It needs to be a broader term. It needs to be better understood to a broader audience. And if we keep talking to ourselves, it's not enough.

Bret Keisling: Tracy, speak to something that I put in the category of kind of myth-busting a little bit and, or at least clarifying. You're absolutely correct that you'll leave a little bit on the table, quote unquote, if you're selling your business to an ESOP or co-op/collective, but it's in the context of, are you the type of shareholder who wants to wring every last penny out of your company before you sell it? At which point, absolutely, you're leaving things on the table. And I say this as an ESOP trustee, where I negotiated the sale of companies quite a bit, but a lot of the employee owners are not just people with good hearts. It's not just, oh, I feel good and left 50% on the table. What they realize is if their value is 30 million first of all, they might be able to sell it to private equity for 40 million and your name is coming off the door and your team is being destroyed. I don't want to tell you the horror story, you know them, but that's the fear, but it's the, maybe you could sell it for 32 million. The ESOP will only give you 30 million. We're not talking about yes, that's serious money. It's not for me to say, but in the context, do you have any sense that you weren't fairly compensated for all of your efforts as a founder?

Tracy Till: No, because let me tell you something. I negotiate deals for a living. [Laughter.] Sue and I were in the business of buying media for clients and brands, you know, millions of dollars. You don't think for a minute I didn't look over those numbers with a fine tooth comb? You don't think I didn't give that thought? But you definitely give it thought, but what's most important is fairly compensating yourself is what's important, fairly compensated yourself and providing for 175 people to get a paycheck, healthcare, more coin in their pocket so that they, too, you helped me grow my business can walk away with confidence and influence and ability to financially have the future of their dreams. That to me is incredible.

Tracy Till: And you're right. One of the biggest things that, to me, it's about the people, but the biggest aspect of that whole scenario was I would never be able to live with myself had a company come in and cut it and hacked it and done what they did or what they do. I couldn't live with it. I wanted the community to have what it had.

Bret Keisling: And in the media field, that's what would have happened. You know, that happens all the time. I had, Tracy, at the risk of telling another anecdote, but I had a client when I was a trustee manufacturing company in Indiana. Two brothers were the second generation and they sold to an ESOP and it was probably the most poignant moment I had as a trustee. We go out and we have the due diligence meeting I assume. And these guys again, sold the business for millions, but they left stuff on the table. And these folks actually left a little bit more. Their approach was every decision they could make benefited the ESOP a little bit. So, so there was a little bit of altruism, but we get the tour of the facility that we get at every meeting. And I'm standing outside with, with one of the second-generation founders and the town is a small town in Indiana and it almost had dust balls running through it, just tell it had its highlights in the sixties and seventies and the town is in really tough shape. And he said, Bret, I could have sold this business to a dozen other people and all of these jobs would have gone and my town can't afford that and tears are running down his cheeks.

Bret Keisling: So I just wanted to, like I said address the myth a little bit of, if you want to wring every last dollar employee ownership is not for you, but if you assign goodwill and value to saving towns, saving companies, and saving your own legacy, your name stays on Butler/Till there's value in that, whether you've left money on the table or not. Does that make sense?

Tracy Till: Yeah, I totally agree. And I don't know, I think it's, it might be Mark Cuban or maybe others in the business world who give thought to, you know, this is about people taking control of their destiny and really making their value, a stamp on the communities in which they live. They're driving and working towards, you know, their futures and not tapping into state money because they need it or not going on unemployment because they need it. This is really being responsible and involved as an employee owner, right. To make a difference and to have that difference and to have that power and that feeling that, you know, as a group, sure, but collectively, you know, this, this employee ownership thing is a very good solution.

Bret Keisling: Tracy, let me just expand on that for a moment and say, it's very good for the company, which is good for the community...

Tracy Till: Exactly!

Bret Keisling: Which is good for the state...

Tracy Till: Absolutely!

Bret Keisling: Its the entire ecosystem.

Tracy Till: Yes!

Bret Keisling: Let me ask Tracy for your help with a Mini-cast. You and I are recording this on January 21st [2021], there was an inauguration yesterday that people might've heard about and without talking politics at all -- and you've just covered about some of the important things of EO. The word of the week is unity and I keep thinking back to when I was a GM of a furniture company in the 'eighties, when -- I was in my mid-twenties, I wasn't in my eighties [laughter] -- and the warehouse guys were at war with the sales reps and it was turf and who's saving the company. So when I hear unity, it's all the pieces. Can you share a little bit about what the call for unity means to you in the employee ownership context?

Tracy Till: Yeah, for me, anyway, I think that there's so many good groups out there who are doing independently good work for the right reasons. I think the story is being told and being supported and being elevated, you know, you can't say enough about what NCEO is doing and ESOP Association and the new state centers aligned with the EOX team and the Certified EO groups and more. But I think what we're trying to do is to say for the betterment of this country for the betterment of, you know, businesses and employees and just humans, we need all these entities to be unified together. We need the EOX to be a voice for employee ownership across the United States as an option. And we need to funnel these groups into, once they become ESOPs, into The ESOP Association, into the NCEO, into ESCA, all these entities. So that needs to be a flow back and forth amongst the groups and be supportive.

Tracy Till: I think then the other end of that is on the city and state and national level is to have government endorse it, the Small Business Associations, the Chamber of Commerce, the other associations aligned to businesses, you know, if they're builders or plumbers or whatever they are. It doesn't have to be service and it doesn't have to be manufacturing. So unity to me is about building this ecosystem, as you say, and doing it with the right mission and fearlessly together. That's unity.

Bret Keisling: I think that's great, Tracy, and I was trying to, in my mind, apply your example to the metaphor for the company and we, in employee ownership, our favorite metaphor is "the pie." We share the pie, we grow the pie, et cetera. And if we look around the country and we tie it to ESOP Association and NCEO and ESCA as well, it would be akin to, hey, we are the employee ownership organizations, we are "the pie," and we're going to fight over the pie. What you're saying is, as other organizations proliferate, including ones that haven't been thought of yet of which I will support it is all of that's going to help to grow us all together. It's going to make the employee ownership pie together. And so for me, first of all, the unity -- boy, if we can knock down the temperature in anything in employee ownership, the country, we will feel better. But if we're working in this unity, we're growing the pie significantly and everybody gets a piece.

Tracy Till: Yeah, I think, you know, we all need to sit down at a big communal table and share a meal and, you know, just remember what the outcome's all about.

Bret Keisling: I think that is a great idea. Tracy, is there anything you were hoping to share with us today that I did not give you a chance to?

Tracy Till: Oh lord. No, but I've got a big, I'm going to get my cheerleading sweater on. I'm going to get, you know, EO right on it. And I'm going to be really, really helping in any way I can. Promote the idea, promote the opportunity and just encourage people to consider it, at least as they move forward in their succession plans.

Bret Keisling: Well, I hope that you are very successful. I hope folks will keep in mind, keep you in mind, for potential independent board assignments. And if you don't mind a little self plug Tracy, self plug per se, you and I actually connected on LinkedIn and here we are a couple of weeks later recording this podcast. I mentioned we're taping it the day after the inauguration because of my schedule it will air a little later, a few weeks down the road. But there were a lot of voices that are saying very interesting and exciting things and yours is one of them. And my goal is to just amplify them, frankly, I'm not doing anything particularly special except talking to you and everybody like you, which is my role.

Bret Keisling: So I just wanted to thank you for reaching out, but to say to anybody who's listening, it really is that simple reach out to me. And if you've got something that's going on I want to help spread it to the world!

Tracy Till: Well, I hope you have me back. That's all I care about. [Laughter.]

Bret Keisling: Oh, I've -- you mentioned two things during this conversation that we'll add to full episodes down the road. So Tracy, you're always welcome back at any time! And thank you so much for your time today.

Tracy Till: Thank you and everything you're doing. Thank you so much.


Bret Keisling: And with that, we'll bring today's episode to a close. We're going through an awful lot together right now, and that's how we'll get through it, together, which is in the finest spirit of employee ownership. Thank you so much for listening. This is Bret Keisling. Be well.

Bitsy McCann: We'd love to hear from you! To contact us, find us on Facebook at KEISOP, LLC and on Twitter @ESOPPodcast. To reach Bret, with one "T", email, on LinkedIn at Bret Keisling, and most actively on Twitter at @EO_Bret. Again, that's one "T". This podcast has been produced by The KEISOP Group, technical assistance provided by Third Circle, Inc. and BitsyPlus Design. Original music composed by Max Keisling, archival podcast material edited and produced by Brian Keisling, and I'm Bitsy McCann.

Standard Disclaimer: The views expressed herein are my own and don't represent those of my own firms or the organizations to which I belong. Nothing in the podcast should be construed as guidance or advice of any kind in any field and the fact that I mentioned an organizational website or an advocate or a company on a podcast does not reflect an endorsement, but if you've heard your name or your group's name mentioned on this podcast, I'd love to have you come on and talk about it yourself.

A note on the transcript: This transcript was produced by Temi, an automated transcription service. While it has been reviewed by The ESOP Podcast, we can not guarantee the accuracy of the transcription. Please refer to the original audio when citing sources.


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