Neal St. Anthony: Nina Hale marketing firm is ESOP success

Nina Hale is a grateful capitalist.

A veteran marketer for years at other companies, Hale, 49, launched her eponymous digital-marketing agency, Nina Hale Inc., in 2005.

She invested $2,700 in a computer, phone and a month's rent for a small office in the Lyndale-Lake neighborhood of south Minneapolis.

This year, the downtown agency of 60 employees expects profitable revenue of $9 million-plus.

In early 2014, Hale projected the firm would grow revenue by 8 percent annually over four years. It grew 30 percent in each of the last two years.

And Hale, the sole owner until 2014, is not the only one making out on this deal. It's proving good so far for the troops, the new owners.

"I wanted to pass the value of the company to the employees who made it work," Hale said. "I never thought we were going to get this big."

Hale, in 2014, decided to sell her agency for "several million dollars" to the employees through an Employee Stock Ownership Plan (ESOP), a 40-year-old ownership structure that has enabled 15 million American workers to become owners of 9,323 companies.

So far, the Nina Hale deal is working well. The employees will become the 100 percent owners of the agency over several years. Hale was paid by an ESOP trust, which borrowed the money to pay her off. By financing the deal at 5 percent, Hale avoided third-party finance costs that could be up to 15 percent.

The employees make their payments to the ownership trust through the firm's cash flow. Nothing out-of-pocket from employees.

Hale and the employees have separate advisers to keep ESOP matters at arm's length.

Hale, who was burned out working 60-hour weeks as CEO and sole owner for eight years, has cut back to less than 20-hour weeks. She turned the CEO job over to her hand-picked successor, Donna Robinson, in 2014. Hale remains board chairwoman.

"Nina is the fairy godmother of all this," Robinson said. "We used to just work here. Now we own a piece of the company. I have to keep us growing."

The value of the company has grown from $2 per share to $47 per share since 2013, based on the most recent audit by an independent valuation firm.

"We weren't supposed to hit $8 million in revenue until 2020," Hale said. "And we've been very profitable."

Last year, the value of the stock given to employees, proportionate to their pay, amounted to a 24 percent noncash bonus on top of salaries, cash bonuses, and a 401(k) match. Employees vest in ownership after three years and cash out when they leave or retire by selling their shares back to the ESOP trust.

Not every ESOP works as slickly out of the gate as Nina Hale's. And to be successful, ESOPs require an arms-length multiyear commitment from the selling owner and employees.

This is not a get-rich-quick scheme. Hale could have sold the company for more to a marketing-industry consolidator. But she didn't want to sign a binding, multiyear contract and she didn't want to lose the entrepreneurial small-firm culture and benefits for employees.

"I made enough money,'' she said.

ESOPs work best for profitable companies that don't have to go deep in debt to finance a buyout of the owner. They also may include minority ownership for employees through modified stock-ownership plans and, if managed well, experts say they also can be a significant way to help boost the earned wealth of workers whose wages have stagnated for 30 years.

"Wealth has increased only for people who have capital shares, a share of ownership," Joseph Blasi, a national ESOP expert, co-author of "The Citizen's Share: Reducing Inequality in the 21st Century" and professor at Rutgers University told me in 2014. "The solution is to broaden the pool of people who have access to shares of profits and their company stock. We're not talking about a 401(k) retirement plan where employees use their own wages.

"We're talking about ownership grants on top of fixed wages. The founders of our country believed that broad property shares were the primary solution to economic inequality … The political debate is polarized between those who are for tax cuts on everything and those who see tax increases as the solution to our problems. There is a fertile middle ground, namely tax cuts for those businesses and individuals who implement broad-based share plans that help reduce economic inequality."

Corey Rosen, founder in 1981 of the National Center for Employee Ownership (NCEO), was a U.S. congressional staffer who became fascinated by the potential for ESOPs when the enabling legislation was passed 40 years ago. And several recent economic studies have concluded that ESOP-owned companies outperform other companies. And wages tend to be less concentrated at the top in ESOP companies.

Moreover, Rosen said history shows that ESOP companies tend to generate far more in tax revenue to the U.S. Treasury after several years of certain tax breaks qualifying companies get in the initial years of acquiring the company from the seller.

Starting Monday, the NCEO will host its largest annual conference ever at the Minneapolis Convention Center of about 1,600 attendees.

"Five years ago, there were 920 attending," Rosen said. "If we had room we could have had 1,850. It would have been too crowded. More companies are sending more people and the conference is a good way to learn."

Minnesota is fertile ground for ESOPs, Rosen said.

Successful recent examples include Christensen Group Insurance of Minnetonka and Windings, a New Ulm manufacturer.

Both were founded by owners who were willing to transfer ownership slowly to employees who get education about the rights and responsibilities of company ownership.

Hale said some of her younger employees don't understand all the mechanics. But the education forum the firm conducts during the annual "Bring Your Parents to Workday" is well attended by the elders.

Neal St. Anthony • 612-673-7144