EP19 - Discussion with Peter Jones from Tucker Ellis - Value of Independence for ESOPs

Thank you so much for tuning in. I'm the ESOP guy, and we are on this journey to an ESOP. This podcast has been produced to provide a resource for folks that are thinking they might want to use an employee stock ownership plan to help them in their business. Sometimes it's succession and exit planning, sometimes it's growth opportunities, sometimes it's connecting your employees from a retention and motivation standpoint. There's a lot of reasons that are really good to think about an ESOP, employee stock ownership plan in your business. So we've been doing this podcast. We're on our 2nd season and um if you are interested or if you're joining for the first time today, thank you so much for joining. Um, if you're interested in the other episodes, please go to our website at journey to an ESOP.com. Also wanted to make mention of our ESOP Guy live webinar series. We will have our 4th and on June 30th at 2 p.m. Eastern time. So look at our website for that as well at journey to an ESOP.com and you can register. Today, we're gonna embark on the title of this podcast being the Value of Independence. We're gonna focus on the value behind having an independent trustee or even independent board members and how those that independence can positively affect your business. And to do that, we have the opportunity to interview Pete Jones today with Tucker Ellis. He is an ESOP attorney in the Columbus, Ohio area. So, Pete, with that, I just wanted to say welcome to our podcast. Thank you very much for having me. Great. So, so we're gonna just jump in on a little bit on your background. I know you have had experience on both working in the trustee world, as well as being an ESOP, ESOP transactions and as an attorney. Um, you're back in that work now with Tucker Ellis. Can you give us a little background on your overview or, or an overview of your career in ESOPs? Sure. Uh, I, yeah, I kind of stumbled into EOs. I was, uh, I was a litigator working with uh Squire Sanders and then Thompson Heim, um, responding to uh discovery disputes and And all that comes with that. And my wife happened to be the legal assistant to Tim Yoakam, who has who's here in Ohio and he's been doing ESOPs since the early 80s and she just happened to work with him and so he and I knew one another. We chatted often. But then, as I was responding to one of what I would consider the most insane motions to compel production of documents, I looked and I noticed that Tim Yoakam's associate had just joined another law firm. And so I said, Huh. So I picked up the phone, called Tim. I said, Tim, I see that you need an associate. And he's like, Well, as a matter of fact, I think I do. And so I'm looking right down here. There's the Sheraton Hotel and there's a bar inside that Sheraton Hotel. And so I said, Tim, why don't we meet for a beer in the Sheraton Hotel? He said, Sure thing. And everything basically went from there, so we had that beer and then I became an associate working in the ESOP world and I left the world of litigation behind. Awesome, awesome. Yeah. So worked worked with companies, mostly. Tim, for the most part, only worked on the company side of it with ESOP, so did a lot of regulatory compliance work with them, you know, updating the plan documents, amending plans, answering questions with legal questions for the clients with respect to their plans, and then doing ESOP installation transactions on behalf of selling shareholders and the company. We hadn't done any trustee work, but we had worked, obviously having trustees serve independent trustees serve for those companies. We got to know many of them, and, and one group stood out to me, which was Horizon, Bank and Trust. And so I started to reach out to them and just inquire whether they needed us. They could use us to be their legal counsel in other transactions where we weren't leading them from the company side. And they They said, Well, Pete, have you done that before? Have you ever worked on the trustee side? I said, Well, no, but and they said, Well, why don't you work, you know, with some other trustees and then you can come work with us because they're the big leagues, I think is how they probably viewed it. So Tracy Woolley and Dave Van Ness, they they they finally allowed me to work with them and And that was about 2015, and from 2015 to 2018, more and more of the work I was doing was with Horizon Bank. And so by the time I actually joined them, I'd say about half of my revenue was generated from representing Horizon Bank and ESOP transactions. And so they asked me in 2018. to come join them to help grow their practice. So I looked at it as a wonderful opportunity to expand my knowledge, certainly from the valuation perspective, because as a lawyer you're not spending a lot of time with the valuation piece of an ESOP transaction, but certainly in the trustee world you are. So I took that opportunity, spent 2.5 years there, read about 350, 375 valuation reports. Build out models. That'll make you crazy so that I could learn how to do it. What now? I said that will make you crazy reading that many reports. You know, but the neat thing about it is you learn so much about how businesses generate money and it's, it's always amazing to me how varied it is and and how two companies that are valued about the same. Arrive at that value in very different ways. So it was just incredible learning experience, but in with the pandemic, Horizon kind of went on sabbatical and said, look, we with the volatility of the economy at this time, we're not gonna we're not going to do ESOP formation transactions. And so things kind of got put on hold and to my knowledge they're still on hold, but I saw this as a time to think, should I move back into the legal world again and, and bring the experience and the knowledge that I obtained while being. With Horizon on their trustee committee to help other clients outside of that space. And so I Scott Stitt has always been a good friend of mine because he's in Columbus here. He's with Tucker Ellis. They have a very, very strong ESOP litigation practice. They have, they had a kind of a burgeoning ESOP transactional ESOP company practice. And I just thought this would be a good fit that I could come over and help kind of grow the transactional side of it, especially working with with trustees. And so still on occasion represent Horizon with respect to ESOP sale transactions. Um because for some reason the M&A market has been pretty hot these days and so some ESOP companies are getting good valuations from third party buyers and these companies are exiting, exiting their ESOP, but those participants and beneficiaries are having quite a Quite a, quite a win over this pandemic year. So I'd imagine that the trustee world really shaped your career much, much stronger and the on the attorney side too like coming back into this, um, that perspective has got to give you a lot of, um, you know, a a better perspective, I think, or maybe a more well-rounded perspective. Well, you certainly feel the weight of the liability that's on your shoulders when you sit in the trustee chair. Yeah. Well, that was one question I had for you, like, were you thinking of just becoming your own trustee as well? I mean, because you have the trustee knowledge and being an attorney, cause some people go that route, or did that just not appeal to you? Well, there's two things with that, one, it was being on a trustee committee, I could still kind of be think more like the lawyer portion, and that's kind of why they liked me on the committee. I provided that legal background to help round out their committee. They had a lawyer on the committee before I came over who just didn't really want to focus on ESOP. And so, so when I came over, I was still kind of doing the lawyer thing, um, albeit not practicing law officially, uh, but when thinking of going out into the independent trustee space, one, I, I, I Then it kind of I wanted to continue to be an attorney. That's one of the reasons I came back to it. The other is the difficulty of getting fiduciary liability insurance at this day and age is, is, is real. And so when I was looking at that, I was like, huh, that's pretty pricey for a very, very low, uh, not very, not much coverage. Yeah, for sure. That's definitely a good segue to to kind of get into the, the idea of independence too. So, so as we go into the topic. Um, I wanted to frame it like this, like one question I get is, um, from folks that are thinking about doing an ESOP is this they have this uneasiness or this possible uneasiness with inviting independent people to the table when it comes to we call when we talk about governance, we just mean the governance or the, the um oversight of your company or making decisions on your company. Can you go into that requirement, you know, in terms of an ESOP deal, a little more specific. Yeah. So the, the big thing that that you're looking for is is that you have to have, as the trustee or as the fiduciary that's going to be entering a transaction on behalf of the plan, they, they call it an I single towards the benefit of the, you know, for the benefit of the participants and beneficiaries, you know, I single. You're only looking out for those participants and beneficiaries and interests. It's very hard to do that if you are internal to the company, whether it's because you, if you're an employee and you're employed by the selling shareholder, uh, you, you feel an allegiance to them or you're you're concerned that, you know, you don't want to alienate anybody, um, so you have a difficult time being that I single person. And so when you bring in the independent trustee, that's their entire role. And so they come in from a perspective of, look, I have one job to do, and that's to look out for these people. That's what I'm being paid to do. So it's a very specific task. And and so it it creates that separation so that you can have the appropriate focus on who you're supposed to be looking out for and then the selling shareholder can then focus on who they're supposed to be looking out for, which is themselves in this transaction. Yeah. Kind of really healthy boundaries, I guess is part of it. Correct. Yeah, yeah, yeah. Um, and then the other side of it is you got the, the, so you got the trustee part, but then also required being required to have an independent board member. Yeah, I mean, really, when I, when I think of the independent piece of this, it's You're selling your, your, your business there and you need to set up what I would call a professional board. And a professional board has a number of members. It's not a sole proprietorship anymore. You've got a, you've got that separation between, OK, here's the board. They act for the benefit of the company and the shareholder, and then you have a shareholder. There's now separation. Previously, there wasn't, probably more often than you may not even have had a board. It would have just been me selling shareholder acting in my best interest for myself, which, which is appropriate. But now you've got you've sold, you've got to set up some structures so that you have one. You get the best results because you, you, you have some process in place for your corporate governance. And then, 2, you eliminate the number of legal challenges that could come, that that could come with respect to it, because, obviously, you're bringing people in or into an ESOP into a into an environment that it's no longer all about one person. So you want to set it up so that you, you don't have decisions challenged on a legal basis. And so that's how you set up the good governance and the goal is you want to have the benefit of the business judgment rule. Right at the end of the. Yeah, you only, you only get that if the people that are acting on the board don't have any self-interest in what's being discussed. Yeah, let me, let me dig in a little deeper to just before we get to the business judgment rule. I wanted to kind of make a point that the requirement that you have for independence, um, specifically comes for on the board side when you do a controlling interest sale. So if I sell the controlling interest of my company. The trustee who buys it is gonna likely negotiate having an independent board member so that the, the, the ESOP itself is um not subject to a board of directors that, that are maybe so slanted um in one direction. So having an independent board member um on that board and the new and the new ESOP or the company that's been created as an ESOP with a controlling interest has this, has the balance or checks and balances. That really helped provide that, that solidity behind a uh a controlling ESOP owner. So, so it's kind of is it does become a requirement of a, of a negotiated transaction and So kind of one of those thoughts behind it was like, hey, let's, as long as it's a requirement, let's talk a little, a little bit about the benefits. But so with that, um, what would you say about as we go into like your, your concept behind the business judgment rule, um, in, in terms of relationship to the topic of independence? So, generally speaking, the courts don't want to interfere with the governance of a company and and how it's running, and they'll give you the benefit of the doubt that you're acting in the best interests of the company and the shareholder, so long as you don't have a conflict of interest with respect to the matter at hand. And so that's really the business judgment rule. It's like we'll give you basically a rebuttable presumption that you acted in the best interests of the corporation and in the best interests of the shareholders, which at that time would be the ESOP. So long as you're not conflicted. What helps is, so things like that carry forward from it is, you know, the selling shareholders is likely to remain involved. The trustee wants the selling shareholder to remain involved because at the end of the day, when the trustees coming in to buy the company, the Value of the company is, of course, there's some assets there, but there's also people there. And, usually, the selling shareholder is one of the people with all the institutional knowledge with respect to the company that they want to see continue on there. So having them stay on the board, stay as an employee of the company is important. But then, because they're doing that, they're going to have decisions that will be somewhat self-interested. So, for example, setting their compensation. So how can you do that? If the Board member is setting his own compensation, there's a conflict of interest there. So that's why you have then an independent director. The independent director can then negotiate with that board member and can make or that that officer and and can make those decisions and negotiate those decisions with respect to their compensation and and Again, protect it under the business judgment rule, rather than having it become something that you have to prove that it's entirely fair from the perspective of the conflicted person. Mhm. Yeah, so it really does, it protects the selling shareholder who sticks around that they're gonna have, you know, a, a way to say, hey, this was done fairly like the, the decisions they were making were done above and beyond or above board. Absolutely. Absolutely. Um, so as we go into it, um, a, a little deeper, I know some of the things that we wanted to kind of get into when it comes to the, the, this type of issue of, of independence, um, is focusing a little bit on some of the, the, the roles we break into the trustee side for, for a minute and come back to the board members. Um, you know, looking at the, the independent trustee and their, their You know, really contributing something negative or positive. Um, what would we look at like for them to create real positive factors for the future ESOP business? How could they really contribute to creating more of a positive, um, value added proposition for the ESOP? Well, I, the independent trustee is helpful insomuch as that you you're you have a person who is outside of the company that is likely working with many other ESOP companies, and they have experience with the life cycle of the ESOP from installation all the way on into maturity. So you have an excellent resource who is there to help guide this ESOP process, um, post-transaction, someone who can tell you, oh yeah, when we communicate this to the employees, we want to make sure that, you know, they understand how this actually works, what my role is as a trustee. And so, if you get a a a a trustee who's been doing it for a while, they, they can just provide that that guidance from their position as trustee. And then they also they've worked with these participants previously. They've worked with ESOP participants. They've had conversations with them about how an ESOP works, and so they're very comfortable answering those questions. And so you're really getting a a a a a useful guide that's going to work you through as you continue post-transaction with your ESOP, somebody who's an excellent resource and who's seen things before that that you're going to experience as you as you work through the process. No, excellent. I, I, I think that's true and I, I think part of one of the things I was gonna provide in terms of Of, um, additional thoughts on this is just when you're in the process of going through an ESOP, a lot of times, You know, most of the time, you're gonna, the transaction trustee that you work with is going to be obviously up for strong consideration to become the independent trustee. And because of that, my, my advice is to really ask a lot of questions in the interview process. Um, one of the things I've seen is that the trustee has so many accounts. That they may be a good guidance, but they're not available. So how do they work with their clients? How often are they available? Um, those might be questions, um, you know, just, just getting a better feel for them personality wise too, because you're not, you know, and I, I'm kind of being a little bit of a devil's advocate because I do think Pete's completely right. I think they're experts at what they do. Um, but I've also seen it to where there's so, there's so much going on in their world that they may not have time to really, to really be that type of um resource. And you're better off having them do the transaction trustee and being the independent because they've got all the history of, of the structure of the, of the initial um transaction. So that really does carry out well, but you just wanna make sure they're available for you. Oh, no doubt. So, to just to give you an example, I mean, we were an institution and we had a, I believe the last count was 150 ongoing ESOP clients. And that's basically that's divided up between me, Dave, and Tracy. That was basically 50. Clients apiece. And we, you know, we would sell some ESOP companies would sell, and so they would go away and stop being a client, and then we would have another maybe a new installation as well. But we were really at a at a good level of being able to serve our clients, being responsive when they needed it. Us going out because one of the things we always made sure is we were like, look, if you want to have that yearly participant thing, we're happy to be there. You want us there, we're there and we're happy to do that. And you get to a certain point if you get so many clients you just can't be everywhere at once. So I fully agree with your assessment on that. Um, yeah, and I come from, I, I had experience too with some transactions where we're just like, yeah, let's have the independent person do it. And, and then they're just nowhere to be found all year except for maybe, you know, hey, chiming in every once in a while. And so the client was like, hey, I thought, I thought we were gonna get more out of this, you know, and I'm always the one they talked to about it because I put the deal together or whatever, so. Um, but, and I, and I want, I want to throw that out because you're, I mean, the whole thing of them being an expert, um, I just did a podcast interview with a, with a trustee, um, I think it was last, this last week, and it was just all about this idea of the life cycle and there his, his um experience at the beginning of the, of the ESOP and to the end. And so he's had so much experience selling ESOP companies. Um, that he was, he's such a valuable resource in that process where they're going to some ESOPs are going to be available for sale at some point and, and his role has been to really help, you know, guide that process. So it's really a good point. Yeah. So, so let's shift over to the board of directors. So as we consider ESOP governance, um, we look at the creation of the board of directors, and again, like we said, like you said earlier on, I mean, some of these companies have never had a board of directors. Um, sometimes when we talk about this, I, I like to tell people it's not the same as a board of advisors. These are board of directors and they actually have a voting power in your company. And so they're typically people that you're gonna be paying. That are qualified and have to be qualified by your trustee, you know, to be, to be on the board. Um, so what is your experience in terms of, of working with the independent board members, um, as for, as far as ESOP transactions or ongoing ESOP companies? Yeah, so the independent board of directors, so like when we talk about that, certainly that was when I was with Horizon, one of the things we tried to get was like, look, you want a professionalized board, you want independent directors. And you can, you kind of have like a, and similarly in the in the cycle how this this works is usually that first independent director is the one that provides you, OK, here's the one that kind of eliminates the conflicts that we just we talked about earlier, you know, they, they tackle the conflicts and they're useful in that regard. Um, but as the business continues and as it grows, you really need to start thinking strategically with respect to your board is like if we're going to continue to grow this company, what are we missing on our board? What could we add to the board? What kind of person could we find to bring into the board that could really help us think strategically to continue to grow the business? Um, and we had one of our, it was actually it was, it was when I was a lawyer, it was my client as a lawyer, and then when I went to Horizon, we we served as their trustee, but they were, they did their ESOP in 2007 and then by 2015, Every board member except for one was independent. Wow. And, and the greatest thing that they did is when they were, you know, looking at something to help expand their business, whether it be an acquisition or whether it be, you know, something with respect to, you know, IT. Or some kind of big move in the ERP or what have you, they really did seek out to find people that could join their board that could help guide, you know, those projects that could help assist with those projects and really provide, you know, expertise and so I. They're they're a great company for that. They do it well. They've brought in a number of different board members, and then those board members stay to help continue to grow in those various areas. They were brought in for initiative. Sometimes they they serve their term and then they're just like, Hey, thanks. That was great. Glad I could be of assistance. Um, but at some point in your process, getting that first independent director is great for, you know, helping keep those conflicts, making sure that you have some checks and balances on the board, but past that you really want to be looking for somebody who can help grow the business and really challenge you to grow the business, and that's, that's a harder one to do, but, but certainly it's worth it. Yeah, I think that there's a bit of um. You know, when you start thinking about all the transitions that happened when we talk about transitions, I mean, you, you're a business owner, you start thinking, I'm gonna have, you know, new managers step in and I'm gonna start delegating and, and my, some of my position, my functional roles down and it's a little easier, more comfortable because, you know, you're, you're starting to work less, which is always a good transition. But when you start thinking about the board of directors and you're in the transition here, and I like the example that Pete had given because It, it really does seem like that would be a really from a, from a, a business case study, that would be a, a better situation to have this board of directors that becomes more and more independent over time. But if we back it all up to the, to the very beginning of that and look, and look at this transition, I think the thought process and the question is, is that the business owners thinking in their mind. I've done this on my own for so long, or, you know, relatively, I know people don't always think that they did it completely on their own, but, but at the end of the day, they were the maybe the single point of the company that was making these final decisions. So they're really comfortable with that. All that was everything was rolling up to them and, and then now they're transitioning into the, into the idea that hey, There's some, there's other people that we're gonna actually work these out together, these, these decisions or the vision of the company or the strategic direction. Um, and, and so kind of one thought is, is, and the question is like, for you, Pete, and looking at what you've dealt with, is that difficult for a lot of people when they first start this process of thinking through the ESOP? Yes, the, the, the, the what I would, what I think you just described I would call the management succession and, and really passing on the torch and having this is where I, you know, having someone, and this is where whether that independent director, I'll give you an example where we, we do actually see this very frequently, more so than the the one where. You have all the the board members that were all independent for various strategic reasons, but just more along the lines, so somebody who's been, let's say, where they are on their ESOP journey, right? So they're they're they're they're 5 years into their ESOP journey, they then serve on the board of a new ESOP company that that has never had any experience with the ESOP and so And kind of that management transition that you know they've already, they're 5 years down the road on that and so they can provide that, you know, yeah, this is something I had trouble, you know, passing the torch and giving them the authority to just kind of run with it. You need to do that. It's good to have somebody there who's like, yeah, I've been there too, friend, so let's talk about it. Let's, let's, let's go ahead and work through that. And that's where there's just, there's such you should find great value in bringing in an independent board member. They they should be a wonderful resource, not only for eliminating conflicts, but just providing you. More guidance to to what you're experiencing maybe for the first time. Yeah, yeah, and I, and again, like I think it started off with, it does provide the necessary checks and balances, but um the process of finding um New board members that actually might help your business grow strategically. I think it's a very mature company in the standpoint of thinking about what the future looks like when they can invite people to the table that add value and not be either, you know, intimidated by uh maybe more powerful people in different markets or different segments of the, of the economy. But really embrace that, hey, this, this is gonna get better um with inclusion of, of bright people in different places and their, and the value that they bring. Um, and I think the other side of it is, is do you, do, do you, cause I was kind of like what I was leading into is this transition takes time, right? And, and sometimes you can only do a little bit at, at the very beginning. Um, are there, are there things that, that owners should be thinking about in terms of structuring the board, like the The bylaws are not having it get, you know, they, you know, some of the concerns that might be, it's, it's really leaning towards um concentration and they're, and they're afraid that the board is just gonna be like, this new board might just fire them. Are there things that we can provide or offer like things that they can put in place that make them maybe feel more comfortable with that process of, of change. Yeah, you, you can, and, and, and often people want that, you know, so oftentimes you'll see it in things like if you're a creditor still, like if you sell or finance the transaction, you'll see it drafted into kind of the seller piece that maybe you get a you can designate a certain number of board members until you're repaid completely. You we'll see that. You have to be careful on on what kind of cementing you put in there, insomuch as that you're because then the question comes up, if the ESOP is paying a controlling interest value, you know, did the ESOP obtain control or or did they retain too much control? But, but, usually, the, the way I I couch it with them is that We talked about, I think, almost one of the first things I, I noted, when a trustee comes in to buy a business, they are looking at that business as it sits today. The leadership team is there, the management team is there, and the expectation is, and the value you pay is, well, that's those are the people that are there that are doing it. That's the value I expect to or that's what I'm getting. For my purchase price are those people doing their jobs. You'll have some negotiation with respect to maybe selling shareholders executive compensation or what have you, but the trustee doesn't come in with their own group of managers to replace everybody and say, oh, this is how we're going to run things here. That's that's not what a trustee does. That's not what a trustee is even thinking about. They're thinking about, all right, what's this team going to do, and I, you know, how is it going to go going forward. What happens is generally the selling shareholder stays on because they're very important to the business. They're part of the process of identifying board members. Who better to explain like how what what's needed in the business to grow? Certainly the trustee can offer, you know, contacts, and, and we frequently did at Horizon because we've worked with so many different companies. We certainly had contacts with respect to ESOPs that were further along in the process. But at the end of the day, it's just like hiring a new CFO. You're you're, you're hiring a new independent director. You've got to meet with this person. You've got to be able to work with this person. The trustee ultimately has to with their fiduciary discretion or even if they're directed, they can't put somebody on the board that would violate their fiduciary duty. But at the end of the day, you know, the real driving. selecting and identifying those independent board members is going to really come down to the people that are there and that we're part of the process in the sale. And so the selling shareholder is going to have a role in that just by nature of their knowledge and and what's going to move the company forward so. I try to, I try to avoid putting too much in legal, like kind of cementing it in there just because what we talked about, but, but other than that I, I think the fear is, I, I get it because it's something new, you're bringing new people in, but I think if they have the understanding that like the reason their business is valuable is because They helped make it that way and that there's such an important piece of that in the eyes of every independent trustee that's coming in and buy. No independent trustee comes in and buys a company from the selling shareholder and says, boy, this company would have been great for this guy. Yeah, exactly. Defeats the whole. It would be the evaluation wouldn't even be there if that were the case, right? So yeah. So, I mean, these the selling the sellers are very important to the business and and certainly most every trustee wants to see them continue. And that's actually there's actually greater value. If you told me that the guy with the or the woman with the greatest institutional knowledge of this company was going to pack up and leave the day after I bought the company. Right, you're like now the valuation is not gonna be, yeah, for sure. Yeah, I mean, private equity, one of the, I mean, private equity more often than not, they're buying the management team. Exactly that's what made the company valuable to that private equity group. Yeah. Yeah, that's a great point. I, I think that the whole thing is, is, is to realistically look at that and knowing that I guess my point would be, just know that the process itself is going to support more of a walk before you run. If you go in and you do a partial ESOP, you know, you're not a controlling interest and you can start creating this, this governance and then step into a controlling ESOP and then eventually, you know, time goes on and then you start seeing that this is, this gets better and better and better as opposed to jump off the cliff and be like, next day you're doing something completely different that you're not comfortable with. Right. And, and, and at the end of the day, though, the goal, at least in my, in most instances for the selling shareholders, is they, they want to step away at some point, but certainly, as a trustee, and, and sitting in that chair, We didn't want them to go in year one. It was usually like, can you give us 33 years, uh, and then you can kind of fade if you want to, but you know, honestly, if things are going well, we, we obviously want you to stick around. You're like it's, it's just a. It's it's a fear that that it's just fairly unfounded in the actual practice. Yeah, and then, and now as I pull it together and we start summarizing this a little bit. The point of talking about this is, is, and I wanted to address that just because I think it's important, but the, but the real gist here is that there's value created in these roles, the independent trustee role, the independent board members, and if you can embrace that. Uh, in terms of your EAP, the sooner you can embrace that and do it, you know, do it the way that I think is what we're really advising, then the better it's going to be for you and the company, um, in the process. And I think that's why I wanted to kind of touch on the uncertainty and some of the fears behind it all. Oh no, sir. So, so kind of to, to wrap up a little bit, I would just say from my perspective, um, I think really good, good topic, Pete, I think talking a little bit about the some possibilities of value. I love the example you gave on, you know, a company going to almost 100% outside board members and And just the value that the trustee can provide, um, hopefully helps some people think, you know, a little bit more about the topic and get maybe some of the uncertainty off the table. So, is there anything you would say, you know, in terms of summary, summarizing the point? Well, I think one of the things that I think you actually touched on better than I did, which was Getting that independent trustee that that one, yes, they're going to be an independent trustee for purposes of the transaction. But also, they're going to be there while you work through this process, right? They're gonna be there uh while you kind of Develop the ESOP and the participant in that ownership thinking. They're going to be there when you identify these independent board members that can assist, uh, and they, they, they have some value to bring in terms of identifying board members, just understanding the process as you move to an ESOP and move through the stages of an ESOP. So yeah, cool, great. Well, awesome, awesome, um, episode. I appreciate your time today, Pete. Um, you know, going, you know, having both perspectives of the attorney and being a former trustee, I think it really offers a lot for people that are listening. Thank you very much. It's been a pleasure. Uh, I, I listened to your podcast, good stuff all around. Awesome. Well, with that, I would just want to say if, if you like the podcast, please subscribe and share it with a friend. Um, have a great day. We look forward to our next step on this journey.