EP26 - A few good men/women - interviewing an ESOP Trustee

Thank you guys for joining. It's the journey to an ESOP, and I am the ESOP guy. So, with that, I'm using my impersonation voice today. Really just to kind of break it up, but would like to say thank you so much for joining us on this podcast episode. If you're brand new to the podcast, well, the ESOP guy has this thing called journey to an ESOP.com. It's his own website. So check that out. It'll be really cool for you. If you're continuing on this journey to an ESOP, I wanna say thank you. All right, so moving on, um, we're gonna start off this episode with this very important um clip that I think you might recognize. Colson, did you order the? You don't have to answer that question. I'll answer the question. You want answers? I think I'm entitled. You want answers. I want the truth. You can't handle the truth. Son, we live in a world that has walls, and those walls have to be guarded by men with guns. Who's gonna do it? You, you. So and we live in a world that's guarded by walls, and those walls have guns. Who's gonna do it? You, anyway, right, enough of Jack Nicholson. Um, what am I doing? So this movie is awesome, first, right? It's, um, if you haven't seen it, I'm like gonna say, hey, you probably should see it. It's called A Few Good Men. And it's this classic interview between a military law case between a military attorney and And Colonel Jessup, who is played by Jack Nicholson. So why am I playing this? This whole topic today is really exciting to me because it's, I just came off of, you know, doing this recently, um, but it's all about interviewing trustees. So the title of this podcast today is A Few Good Men. Or women, process of interviewing a trustee. What's the point of all this? What are we doing? Uh, well, there is a point in the ease out process where you start to having to go through the process of doing an interview with, you know, maybe multiple trustees to to select the transaction trustee. So the episode today is going to really focus in on um on what questions should be asked and what should you get out of it? What should you be using that interview for? So, Um, this will really help as you start thinking about your journey to an ESOP. Make sure you ask the right questions and as you go through it with your advisor, um, that you're prepared for the, the, the right trustee. You really do want to find the right trustee. So, so that's what this episode is going to be about today and I'm excited um to share that with you. Um, also, I just wanted to kind of remind everybody to, if you like what you hear on this podcast, please subscribe to it. And if you think it might be helpful and you have friends that are thinking about in their companies that about about an EAP, please share it with your friends and, you know, it just kind of helps get, get the word out as a resource for, for folks to think about um how employee stock ownership plans work and how that might really help them. All right, kicking off into the, the concept behind the movie. So, you know, when you look at this movie, this, this is like to me, a classic movie and the whole, the whole thing is, is that there's um You've got this process of finding out the truth, and Colonel Jessup isn't really um telling the truth, obviously, um, because he's being asked these questions and he, and if he does tell the truth, then it's like a game over, right? So, Tom Cruise, who plays the attorney, really has only one option and he has zero, really hardly any evidence, anything that he has from an attorney case is probably just circumstantial. And nothing really to pin him on. So his whole entire case rests on, on the fact that Colonel Jessup, who's played by Jack Nicholson, is really very prideful man. And once he gets pushed far enough, he really does break and it's kind of a um an interesting look at personalities and conflict and confrontation. So when he breaks, he just kind of goes crazy and he's like, you want the truth, you can't handle the truth. And he's like, I eat breakfast from people that want to kill me. Anyway, so he just has this great, um, you know, cinematic presence, and I think this scene is right, probably has made cinematic history for, for movie watchers. And so how does that connect, you know, to our topic today as we go through it, we're gonna, we're going to look at The process of doing interviews and how important it is in terms of the relationship between the process of doing interviews with the actual trustee that you're going to want to hire. So, so thinking about interviewing, you know, in the courtroom, but think about interviewing just for the trustee. So it's a little bit easier to do what we're going to do. The approach to interviewing a trustee can be done really in a lot of ways. And I want to start off with the goals of the interview process. So what do we want to get out of this interview process? And I'll, and I'll bring us up to speed for a second. In the ESOP process, what we've done so far is we've, we've created for the client a evaluation model. In that evaluation model, we, we've really estimated what we think the dollar amount of the transaction is gonna look like. So we know that. The next thing we've done is we've taken that into the feasibility model, and we've built a cash flow for the company and we've, we've really evaluated the, the tax benefits of the transaction and we've, we've considered like all the different angles of, of the IRS requirements with 404, 415 and 409P. So we know we have, we have a very feasible situation there. We've looked at it from the seller standpoint. Um, whether they're going to use 1042 or it's going to be an S corporation, they're going to pay capital gains. What are they really going to get out of the, the transaction. Um, we've also gone through and we've built like an over overall like structure to the ESOP. So we've gone through and said, hey, are we're going to use warrants and SARS and how's that gonna all play out? So really, all this planning has gone into, you know, getting us ready to go to actually say, all right, it's time to go find a by side uh the buy side team. So we, we've worked through all that. And so now we want to have some goals to make sure that we've accomplished when we go out and find the trustee that we want. Now, Every, uh, let's just break this down in a, in a couple thoughts and components. Every trustees, you know, different, and we just go through, you have an individual trustee who represents themselves in a sense, individually outside of an institution, and you have an institutional trustee that obviously is, is, is under a company or has, you know, Um, other people and it, so it's got more of a corporate situation. So, so you have two types of trustees in that sense. Um, and then with respect to the process itself, what we're really doing is we're finding a transaction trustee who might as well probably be um the independent trustee of the ESOP as we go forward after the ESOP is created. So that's, that's who we're looking for. So within the goals of what we're trying to accomplish as we, as I mentioned, we we're hiring someone not only to do a job, but we're going to hire somebody that is probably going to be around for a little while, and the company in its, in its leadership group, and maybe that's the board of directors or any of the key leaders, is going to end up living in the sense of this with this trustee. So um we're Not just hiring them for this transaction, but we're also hiring them to take on that role. So, um, because of that, I think it's very important. One of the top goals I have is, is let's get comfortable with the per the person themselves, like who they are, you know, from a personality standpoint. And so a lot of the questions we start thinking about it, it's not as much the question, it's how the question answered and it's what is being said by the trustees. So I think it's important to evaluate as part of our goals, goal list here is to evaluate what kind of um character and what kind of person you're going to be dealing with because, you know, especially during the transaction, they can make, they can make or break the deal, they can, um, you know, what you don't want is a lot of surprises in the process of doing it. Um, but you also want to make sure that you know, you feel like you can work with this person. I don't think you have to, um, you know, fall in love with the trustee, but I think you do want to feel like, you know, he's, he or she is somebody that you really like to work with. So, so what we're trying to find is out of the pool of trustees in the, in the ESOP community, and there's a few good ones, right, out of those few good ones, what, who do we want to use for this? So this is a decision time we're making, and we just like hiring a person. As an employee, there's risk involved, right? So if we hire the wrong person, there's going to be cost involved and everything else. So, so we wanted to make sure we do a good job with that. Um, the second thing I have as far as goals goes is really just understanding what the cost of the structure is going to be. I want to come off that meeting with getting a good overview of what we think it's gonna cost. So at this point, in the ESOP process, we're able then to really think about and intellect or intelligently build a budget. So that we can kind of feel like that that's what it's gonna cost and we feel good about that price from a client standpoint. The, the other thing would be just understanding that the, the deal to a point where we kind of know how they're going to approach the deal. And so deal expectations is going to be something I'm gonna say I, I would like to see what they're really thinking about. Um, they're not gonna always say, you know, like, hey, we're gonna go ahead and throw a claw back in there immediately, but hey, we might throw a claw back in if this and this and this are kind of are part of the deal. So, So we wanna, we wanna evaluate the, the deal expectations, not just from a purchase price potential level, but also You know, just the way they're thinking about mitigating the risk and, and buying it. So, the other side of it is, is part of that deal expectation, and I'd say that another goal would be, is get comfortable with who they think their team is gonna be. And you can't pick their team because that's their That's their part of independence, but you do, you can ask the question like, what are, you know, what are you going to have, who are you going to have do it and and hopefully, your advisors are comfortable with their, their people and all that. So, so we're really kind of like feeling this thing out before we get to that, and I think that's why I want to do the podcast on it because I think getting a lot of that out front and asking the right questions is really important. So, let's go into the transaction trustee's role. So we're, we're kind of that was the overarching, you know, goal of what we want to try to accomplish. So we'll go into some of the, the nitty gritty. What is it that they do? Now, first off, let's just talk about and I just released a podcast on fiduciary, on the fiduciary responsibility, and I interviewed um an attorney named Rick Perl from Fager Drinker, and he's like a fiduciary expert and it was, it's really good. So you should, it'll probably be released before, yeah, it'll come out, it'll come out right before this one. So you'll have that if you want to fall back on and review that. But the idea behind that was really to capture what was going on relative because we talk about fiduciary. As like everybody knows what that means. And so we got into some of the nitty gritty on, on what fiduciary means. And we know that from a track transaction trustee standpoint, their role is to buy the company, right? So their role is to purchase the company on behalf of an ESOP that yet has not yet been formed or it maybe it's already been formed and we're in another stage of the transaction. So, Because their role has the, the sense of they're going to be um setting the purchase price, or we're negotiating with them to set the purchase price. Um, there's a lot of liability when it comes to what they're doing. They're putting a deal together that, that will be and could be reviewed by the Department of Labor. And Rick and I talked a little bit about like what kind of deals really get reviewed by the Department of Labor, so check that episode out. And, you know, they're personally liable for their mistakes. So they're on the hook. And so, so I think one of the things that to get into the, to our idea behind what the role is, is, is you got to think about what they're, what's at stake for them. So in In order to, you know, really understand like who, who we're hiring, and a lot of the ways they're going to talk about some things. And some sometimes the trustees are a little more, um, you know, a little less likely to kind of tell you exactly how they're thinking about it. And others are a little more open to that, but it's, and some of that's just kind of their personalities as well. What I, what I like to start off with is getting a little sense of who they are. So, um, questions I'd like to ask are what, what is your industry experience? Like, tell, tell us in the spectrum of what companies you deal with, um, maybe as existing trustee, you know, as an independent trustee to these other companies, and how does that line up with our industry and You know, we're just looking for some, you know, some common area there and. You know, some of that is how long you've been doing this, you know, and where did you come from? Did you, were you always a trustee or, you know, how did this, how did your career go? So just getting a little bit of a a start off with just helping them, helping us understand who they are a little bit. Um, what is their, what makes them an expert, you know, some of, some of these people are ERISA attorneys by trade and um some of have great they get experience in banking and work for large trust companies and And did, you know, from a different perspective, um, I've interviewed some on this podcast that like Miguel, um, who used to work for the Department of Labor and then went from government to his own, his own trustee shop. So there's so there's a lot of interesting stories with that, but it's really good, I think, to understand what their expertise is. Now, in some cases, what that does for for the client is, hey, you know, if they're going to be my ongoing trustee, and they're an ERISA attorney by trade, Then they may be really have, they may really be able to fill in some of the gaps that I might be looking for. Where, you know, a lot of times I already have an ERISA attorney because I've got an ESOP attorney, so I may not need that as much. So what's their experience and how does that, how does that blend into some value for me down the road is part of that, part of that process. But um the other side is, do we feel confident in that they're qualified? And let me just say this on the selling shareholder side. At this point, you're, you're stepping into a fiduciary responsibility. One of the reasons we're interviewing multiple trustees is because you have to do your due diligence to make sure you've hired the right trustee as well. And so it's important to think about that from, from me being he say the adviser helping the client, but ultimately the client making a decision on who the trustee is, is a fiduciary um decision. And so keeping that in mind, That's important. So asking these questions is, is has a lot of context with that. How many projects transactions. So one of the one of the things I want to ask at this front end part is, hey, how busy are you? Um, nothing more frustrating. I mean it, like nothing more frustrating than being in the middle of a deal. And everybody's doing their work, like I'm doing it and the attorneys are doing their work and you've got everybody doing and, and you're like, hey, where's the trustee because we're trying to get this thing closed and they're nowhere to be found. And it's like, I get it if you're busy, but at the same time, if you take on the transaction, Then you should have the um capacity to, to follow through and make sure that you can meet the requirements. And one of the things that we're going to throw out, and we'll get into this in a, in a minute, is the, the closing date, like we're gonna, at this point, with me and the client, and maybe if you're, if this is you and your advisor, you already have a, a scheduled time to close before you interview that you should have a scheduled time to close before you interview the trustees. So, you know, just keep that in mind. Um, if they're so busy that they can't do it, then that might give you a little hesitancy of hiring them, because you do not want to get stuck in a situation where you've got all the stuff lined up and you're waiting and waiting, waiting. All right, so, also talking about insurance, um, I think it's important to know they are insured, number 11 of the things I just, we, we talk a little bit about is, you know, recently, you know, as a trend is the insurance for trustees is going up. Um, you know, does it matter to us? Yeah, it kind of matters because we, we kind of want to know how they're structured and how they're supporting. So, it's a little bit deeper about, you know, you know, how do they, um, You know, how do they support themselves? So they, do they have a staff of people that do different things? Are they on their own? If they're not, you know, who's, how are they getting the thing done that needs to get done internally in their business. So I think that's a, that's kind of like a insurance plus question about, um, you know, just kind of like some overviews of things that might be, you know, helpful to, to think about. Um, as we go through the, you know, the, the, the process or the, the, the questions that we're going to have for the trustee. Um, one of the things that you'll, you'll understand as you go into this a little bit deeper and, and I've done episodes on this too, so this isn't like new, but is that they're really working through what we call a process agreement. And so buying a company through as an ESOP, as a trustee, um, they're gonna be following the Department of Labor's rules for, you know, moving forward in an ESOP transaction. The process agreement. Really is a set of guidelines and responsibilities and procedures that the ESOP trustee really has to follow or or should follow. Um, not all will follow them, but in general, one of the questions might be, tell me a little bit about the process agreement and what your, what your responsibility would be in going through that. One of the things they're going to do in that process agreement is they're going to have a process of selecting the evaluation advisor. Um, the evaluation advisor is going to be um hired by the trustee, and they are the, the company or the entity, um, and the individuals who support the process of developing um the evaluation to support the trustee to negotiate. And so, that's gonna be important to understand how they're, you know, we're doing that and again, asking the question of who they might be selecting. One of the questions um that comes out as we go through the process um uh with the trustee is Some of the things we're going to start to talk about a little bit is, is disclosing, hey, this is what we are doing, um, this is how we're set up. Um, but part of it is, is that we as a company, either have financial statements, and this is just a small thing, but it's, I think it's fairly important. Um we have financial statements and what are the quality of the financial statements because the trustee is going to be relying on those. So if you have a, um, if your company doesn't have audited or reviewed financial statements, Um, one question you might have for your adviser early in the process is, what should we do with that? And is that an issue? Now, if the deal is pretty small, relatively small, and then it's probably not a, a major issue. As you get larger, then you get closer to needing an audit. And so a lot of times it might be It might be, it might be a thing where the trustee looks at that pretty negatively. And one of the questions I would have with the trustee is, hey, um, my client is just has internal financials. How are you, how is that going to affect the deal? And are you going to look at that from a risk standpoint? Um, as, as a negative. And maybe it's deeper than that, we're going to disclose that we, we have really good internal systems. We don't have a lot of adjustments every year. We have never really had a financial statement, so it wasn't, hasn't been an issue. Um, but what might likely happen is the trustee might just say, hey, you know, let's negotiate, but I'll probably ask for some kind of review or audit going forward. So What the trustee is going to want to be doing in the process agreement is documenting the transaction. Um, they may or may not need a fairness opinion from the evaluation firm. Um, but just going through those questions about what they think they're going to need is going to be helpful. Um, from a documentation standpoint, um, really, the trustee is going to want to keep all the records for the, for the last 6 years. And and the point of this is that everything that you send, you know, once you, once you've hired the trustee, and they start, you start sending information out. Um, everything that you send to the trustee is very, um, is documentation on the deal. So it's gonna be um under scrutiny of the Department of Labor for the, the next 6 years. So you just need to be mindful of that as far as that, that's how they work with, with all that. So at this point, We would probably have fully understood like this is how they're going to operate in terms of working through the potential deal. Um. And knowing that they are selecting the other advisors, which includes the the evaluation advisor and possibly an attorney, um, and so you just want to get comfortable with what that's going to look like. Um, the next thing is just going through, um, the company itself. So one of the things I will do in the interview is really disclose like, who's the, who is this company? Um, what are we, you know, more or less, like, what are we selling in the company too? So sometimes you have a client who has You know, multiple entities, um, and we're gonna pull those together. Sometimes it's just one entity, so it's kind of simple. Um, sometimes you have different owners and you have, maybe you might even have different owners that have different ages, and so you're trying to figure out how much um you're gonna sell. So a lot of that will be upfront, like this is how, this is how the structure of the deal. That's why it comes down at this stage of the ESOP process. So we want to get the, the trustee familiar with who the company is. So some of this would be good for in the interview process now to have the um the the leading leadership team or the owners really chime in like this is who we are, this is how we came up, came up with the company. Um, we're not gonna go too deep in a lot of the, the presentation of all the company's business, but it's just more or less giving a sense of, of the founding or the continuation of the company and what it looks like and so that, that we can get the trustee comfortable um with this uh this idea of who the company is as a, as a real possibility going forward. And within that, We're gonna like, then we're gonna say, all right, now we kind of work through that a little bit. We're going to want to talk a little bit about the financials and I would do like an overview of the financial highlights again, this is more for us. So it's not as much of like, hey, I'm going to interview the trustee, I'm sharing the financials because I want, I want to ask questions about those things specifically to the trustee. So it's not. Just a one-sided, hey, here's, here's our financial picture information. But in this section, what I'm really doing is I'm just giving an overview, like historical revenue and trends, what are the EIA trends? What do we think, um, you know, it's going to look like kind of peeking in a little bit on the forecast. Um, what do we think the balance, the balance sheet looks like, you know, what we've kind of touched in on a little bit on the working capital. So just kind of just some pinpoints there just to say, hey, this is who we are. If I have a material weakness, that I'm pretty confident that that's a material weakness in the company. And I know, you know, that this is something that trustee's gonna have an issue with. I'm absolutely gonna disclose that here and I'm gonna ask the question, you know, let's just say, um, The company had a really bad year one year in the last 5 years. I'm gonna want to talk about that. And then I want to talk it through with the trustee right there and say, what are your thoughts about that? This is what happened, this is where we are. Now, if it's, um, I'm not sugarcoating it at this point, but I'm also kind of telling like strengths and weaknesses, and just to see um if that's a real big issue for them or, you know, what would that mean in terms of, you know, deal structure as well. When you, when you think about, you know, what pays the deal back, you know, a lot of this is cash, like how does the cash work? How's the cash flow work? How did the, how's the revenue get created? Um, so a little bit, not just financials, but also just some of the background on the company in terms of, of how, how do they make money and how, how they can continue to make money. And that's probably gonna lead into a little bit of like either, you know, playing our cards down and we have a great management. Succession program, the owner doesn't work hardly at all. These people have pretty much taken over every job, or we're really working on the management succession plan. The, we've got a few gaps. And again, we're going to maybe disclose that. What I want to get from the trustee in this is just, hey, that's a problem. This is how I would probably deal with it because I don't want to get too much of that, you know, if we go deep into the deal and then they're like, hey, I didn't know about that. So we want to lay that out really as much as we can up front. So, At this point, again, keep, keep in mind that most of, most of what we're doing right now is we're trying to plant the seeds to figure out what we think the evaluation is going to be. And And, and from the trustees standpoint, there really is only a couple ways they're going to look at the this company from a valuation standpoint. They're either going to look at it from an income approach standpoint. Um, or, um, and or in combination with comparable companies for a market approach. What does that mean? It means, you know, our data should be good enough to at least kind of get a good estimate of what we think it's worth. We're not disclosing the valuation at this point, but we are leaning into all these questions to see what the trustees thinking, um. A little bit like, hey, we wanna make sure we're, we're going on the right road with what we were expecting to get. We're not in negotiations yet. So we just want to get a, a good, a good overview of that or good understanding of that. Now we're ready, we've shared the financials. Now we're ready to kind of think about, now we're gonna have this interaction and in the interview with, with deal structure. So, At this point, again, it's, hey, we've already kind of structured, we know we're gonna have some seller financing. We know at this point, in this example, we're gonna have some bank financing. So we're gonna, we're gonna talk about that and the structure of the bank financing, how that's gonna work. Um, we're kind of probably say, hey, we think this is the amortization schedule and what we're thinking. We're at this point, we know, for instance, we might want to, um, already have warrants figured out. So, hey, we're gonna, we're not gonna tell them what we think the warrants are gonna be, but in the deal, Um, we're gonna let them know. How does that look for you. And, in this point, from the trustee's standpoint, when we start talking about warrants, now, immediately, they're, they're like, um, ding, ding, ding, we gotta get an attorney or somebody to help represent us because warrants are um something the Department of Labor looks at. And so, just so you know, when you put that in there, they're going to be thinking that, but we need them to know that because we're not yet ready to ask the, the question about costs, but we need to know that that's part of it. Um, so they'll say, yeah, that makes sense, the way you're looking at it, or no, I, I think that may be asking for too much. Um. Um, we've talked about this before, but the closing date, we're gonna say, all right, we know we want to get this thing closed in say 3 months. How does that work with your schedule? Um, and then deal structure wise, what are you thinking with the risk that I just told you about, you know, um, what are you thinking, trustee about potential earnout clawback situation? And then ask the question about the mechanics. And again, we're getting deep into it and, and it's OK to ask. Because they might not tell you, you know, anything, but they might tell you, hey, this is how, this is how the clawback would work, you know, it's a 3 years if you guys get this, this amount purchase price, um, they may not tell you, they're not gonna tell you the exact numbers, but what we care about is the mechanics and how they're gonna apply that so that we can be prepared, um, as part of the selection process. Does that really work for us, you know, or did we want a real clean deal? Uh, we're gonna also want to disclose how how our top level people are being treated, whether they're going to have a bonus program in combination of SARS or no SARS. Um, so looking at, You know, um, does that work for the trustee or is that going to be a problem? Are we putting too much, um, in the basket of, of compensation or, or heavy, you know, for our key people, or does that sound like it's balanced to them? And so we want, we want them to understand at this point, a little bit of the incentive plan, but we don't have to go through all the details. We just want to know, kind of let them know. Now, also what that says is they, they should feel also good about that a little bit because they need to know that we know. That the key people are a big part of this whole thing, that you can't just buy out the selling shareholder and, and then hope these key people stick around. So they need to know we've put together a pretty good um deal and we're thinking about that. Um, the next thing we're gonna talk about a little bit is just ESOP governance and just like, what's your thought on it if we're selling a, um, you know, a controlling interest versus a non-controlling interest. On a controlling interest, what we're doing is we're selling more than 51% of the company. And so at that point, the ESOP is in control of the company and because of that, they're gonna have, they're not gonna have a lack of control discount, so they're going to get a more of a premium on the valuation, but that means that we're and from a government standpoint, they're probably gonna want to have an independent board member. And so let's ask the question, like, what's your process of approving board members, which is very similar for most trustees anyways, but it's just getting that on the table that we all know that that's what we're thinking and doing. Um, in addition to that, they're probably going to require that the company have an independent trustee over a period of time. So, on a non-control sale, it's not as necessary. We probably don't have the, the requirement, but we do want to say, hey, if it's a non-controlling sale, what are you thinking on governance and ask the question there. And so they're, they're gonna talk. Talk about the board and the structure of the board of directors and, and just, you know, talk a little bit about the role of the board and, and just get their perspective on that. Now, most of that, I would say in governance is probably going to be about the same for every trustee, but you never know. And so you just want to ask the question and it kind of helps you to get to know them a little bit better as well. Um, now, one of the things that we're going to be thinking about now is also post ESOP. So we're going to go in and ask them questions about how do they work on as an ongoing trustee. Now, this is important because what we've got is a potential to like a two-step process, right? You know, the first step with the, with the trustee is doing the transaction. The next is, hey, we're going to hire you to be our ongoing trustee. It's, it is much better to have the transaction trustee become your ongoing trustee. So we really want to feel this out a little bit. If you are looking for a a ongoing trustee that is really active and involved in the company, um, And then ask them how they deal with their existing clients, how many clients do they have? Do they have 150? 200 clients and, and is it just them or do they have like 30 or 40 clients and how does that work on an annual basis? Do they typically go to a, you know, visit in person for a board meeting? Do they make presentations to the company and all that? Just ask all those questions because it's going to be, um, I think it's going to be very important to understand really how they act. And I think one of the things that, that, you know, I pick up on too is just, Through the process of just of talking about, and this is just kind of like a, a sidebar, but it definitely is relative to what we just went through, is through the process of talking about deal structure and what we've come up with and what we've planned. Now, we're not looking for the trustee to come in and help us plan, but having good ideas isn't a bad thing either. So if they come back and they have some good ideas, um, for to help us in the sense like, hey, if you guys thought about doing this or this, Um, it doesn't mean that we've, you know, that they're advising the client at that point. It just means that that's an indicator whether or not they're going to have more of an advisory type of role on an ongoing basis as well. So, so I think you can pick up a lot of things, um, as you ask questions and listen to their answers because If it's just, maybe, maybe it's just not the right trustee for you if they're just sticking to, you know, their, their script on, well, this is what I do. Here's my, here's my resume, and these are my clients and And there's nothing wrong with that. That's great. And we want, we want to qualify that. But I think also we want to see what kind of person they are and how they interact with you. And I think to me, it's like, if I come back to it, I'm like I'm hiring a person here and I want to hire somebody that that I think is going to do a really good job for the company. And so once that's all done, and we've done all the interviewing and everybody's had questions, I, I usually have, you know, I'm asking a lot of questions and leading the meeting, but I'm usually having my client ask a lot of questions too. Um, then we'll have a debrief meeting and we'll say, hey, what, what did you guys hear? How did it go? What, what are you comfortable with? It's the client's decision, um, and then we go from there to, you know, select that trustee and move on, you know, to the next step. So, so hopefully that was helpful to kind of think about the interview process. Um, it it really is one of the things about this is really finding, you know, the right trustee is just like, Can make the deal really work well and make your life wonderful. So you wanna, you know, I, I definitely wanted to do this episode because I think it's really gonna make your ESOP process a lot better. So with all that, I want to say thank you so much for listening today. Have a great day and we will see you on our next step on this journey to.