PROGRAM BOOK
Get Your Business Noticed. Sponsor a TEA Event. Each year, The ESOP Association’s national, regional and chapter events draw thousands of employee owners from across the U.S. By sponsoring a TEA event, you’re engaging and communicating directly with your target audience at the largest gatherings of employee owners nationwide. And with sponsorship levels for every budget and dozens of events throughout the year, TEA events are a premier opportunity to showcase your company to ESOPs of all sizes, industries and locations. Don’t miss out! Get your brand in front of the ESOP companies and decision makers looking for your services.
For more information about sponsorship, contact:
TEA Events Team meetings@esopassociation.org
PROGRAM INDEX General Information
2
Schedule At-A-Glance
3
Wednesday, Feb. 4th Schedule
4
Thursday, Feb. 5th Schedule
5
Friday, Feb. 6th Schedule
11
Hotel Floor Plan
13
THANK YOU FORUM PARTNER
TEA Professionals’ Forum / February 4-6, 2026
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GENERAL INFORMATION VENUE
CONTINUING EDUCATION CREDITS
The Charleston Place 130 Market Street Charleston, SC 29401 (800) 611-5545
This event qualifies for up to five (5) educational credits for either CPE, SHRM PDC, or a certificate of attendance, depending upon your participation of a minimum of 50 minutes in each eligible session and completion of the session evaluations.
Check In: 4:00 PM Check Out: 12:00 PM
MEDICAL EMERGENCIES TEA hopes your visit to Charleston will be free from illness or injury, but if you or a family member need medical attention during your time at the Forum, please contact the Front Desk from any house phone. Hotel Security Staff will respond immediately to your location. For life threating emergencies, such as chest pain, shortness of breath, or severe abdominal pain, call 911. Nearby medical care options are listed below for reference. Medical Care: MUSC Health 96 Jonathan Lucas St Charleston, SC 29425 (843) 792-1414 1.3 miles/7-minute drive Urgent Care: Access Healthcare/Access Urgent Care 233 Calhoun St Charleston, SC 29401 (843) 853-8870 1.0 mile/5-minute drive
CODE OF CONDUCT TEA’s Code of Conduct can be found on the Registration page of the conference website at esopassociation.org/pf26. TEA is dedicated to providing a harassment-free conference experience for everyone, regardless of gender, sexual orientation, disability, physical appearance, race, national origin, or religion. We do not tolerate harassment of conference participants in any form. Please report any issues to a TEA team member. If you cannot locate a team member, please contact Kristie Mark, COO at KMark@esopassociation.org.
REGISTRATION HOURS Wednesday, February 4 | 12:00 PM - 6:00 PM Thursday, February 5 | 8:00 AM - 5:30 PM Friday, February 6 | 8:00 AM - 11:30 AM 2
TEA Professionals’ Forum / February 4-6, 2026
Participants must do the following in order to qualify for educational credits or earn a certificate of attendance for the sessions in which they attended: (1) Scan the CE QR information upon entering the session room, and (2) C omplete the session evaluation for each session attended, and (3) C omplete and submit the online certificate request form. If you have any questions or difficulties scanning into the session room or completing the request form, please see a TEA staff member at the onsite registration desk. Certificates will be emailed within 30 days after the conference to those who complete the necessary requirements and submit a request form.
GETTING AROUND CHARLESTON Charleston is a pedestrian and bicycle-friendly city. The Charleston Place offers city cruiser bicycles to explore Charleston at your own pace. Or hop on and off the city’s free DASH shuttles; visit https://www.ridecarta. com/services/dash/ or scan the QR code for more information. The shuttles run throughout the peninsula and offer easy access to local landmarks and attractions. If you would like to explore other areas of Charleston, additional transportation options include taxis, rideshare services, as well as public transit. For more information on public transportation options and exploring Charleston, please visit Explore Charleston website at https://www.charlestoncvb.com/things-to-see-do/ or scan the QR code.
SCHEDULE AT-A-GLANCE Wednesday, February 4, 2026 Time
Event
Location
12:00 PM - 6:00 PM
Registration Open
2nd Floor West Foyer
1:00 PM - 5:00 PM
ESOP-Talks* (See Page 4 for Additional Details)
Ashley Cooper
5:15 PM - 6:15 PM
Networking Reception
Grand Hall
Thursday, February 5, 2026 Time
Event
Location
8:00 AM - 5:30 PM
Registration Open
Grand Hall
8:30 AM - 9:30 AM
Networking Breakfast
Magnolia/Willow
9:30 AM - 10:30 AM
Advisory Committee Meetings - Group 1
See Page 5 for Additional Details
10:45 AM - 11:45 AM
Advisory Committee Meetings - Group 2
See Page 5 for Additional Details
12:00 PM - 1:30 PM
Opening General Session & Luncheon The ESOP Outlook: Signals, Shifts, and What to Watch in ‘26
Magnolia/Willow
1:45 PM - 3:15 PM
Topic Discussions
See Page 6 for Additional Details
3:30 PM - 5:00 PM
Topic Discussions
See Page 8 for Additional Details
5:00 PM - 6:00 PM
Networking Reception
Grand Hall
Friday, February 6, 2026 Time
Event
Location
8:00 AM - 11:30 AM
Registration Open
Grand Hall
8:15 AM - 9:00 AM
Networking Breakfast & Special Announcement
Magnolia/Willow
9:00 AM - 10:00 AM
Closing General Session Hot Mics, Hot Topics: An Open Forum with ESOP Advisory Leaders
Magnolia/Willow
10:15 AM - 11:45 AM
Topic Discussions
See Page 11 for Additional Details
* Wednesday ESOP-Talks sessions are available to ESOP Professionals 40 and under. Pre-registration required; additional fee applies.
TEA Professionals’ Forum / February 4-6, 2026
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WEDNESDAY / FEBRUARY 4, 2026 REGISTRATION OPEN 12:00 PM – 6:00 PM Location: 2nd Floor West Foyer
ESOP-TALKS FOR YOUNG PROFESSIONALS
All Wednesday ESOP-Talks sessions are available to ESOP Professionals 40 and under. Pre-registration required; additional fee applies.
1:00 PM – 5:00 PM Location: Ashley Cooper Join us for programming specifically tailored to our younger ESOP professionals (40 and under). The program is structured as a combination of learning and collaboration designed to benefit the ongoing growth of our professional community.
complex concepts into practical insights, offering a holistic view of how technical, financial, legal, and cultural elements work together to drive sustainable employee ownership. Learning Objectives: 1. Describe the full lifecycle of an ESOP, from formation and financing through ongoing administration, valuation, and fiduciary oversight. 2. I dentify the key technical, financial, legal, and cultural components that interact to support sustainable employee ownership. 3. R ecognize current legislative and regulatory considerations affecting ESOP operations and longterm success. Discussion Leaders: Eric Dollin, Director, Valuation Services, GBQ Capital Advisors; Ryan Kuchta, Director of ESOP Services, ESOP Partners; Witold Telezynski, Assist Director - Consulting Operations, Principal; Peter Jones, Partner, Tucker Ellis LLP
ESOP-TALKS: INITIAL TRANSACTION ISSUES ESOP-TALKS: NETWORKING EXERCISE 3:50 PM – 5:00 PM 1:00 PM – 2:10 PM Location: Ashley Cooper
Location: Ashley Cooper
In this session, we will walk through an initial ESOP sale transaction to demystify each parties roles and the most confusing topics each party works through.
This workshop is specifically crafted for emerging professionals seeking to move beyond casual introductions and cultivate meaningful professional connections. In a supportive and interactive setting, participants will engage in structured exercises designed to significantly enhance core networking skills, enabling them to confidently initiate and maintain valuable relationships. You will have the opportunity to exchange high-value career insights with your peers, strategically expanding your professional circle and enriching your personal brand. Furthermore, this session offers the unique benefit of gaining actionable career advice and strategic guidance directly from both fellow young professionals and seasoned industry experts, positioning you to accelerate your growth and unlock new opportunities.
Learning Objectives: 1. Learn each parties role in an ESOP transaction. 2. U nderstand complex issues each party adds to the transaction. 3. Demystify terms and ESOP jargon related to an initial transaction. Discussion Leaders: Gregory Cook, Managing Director, Prairie Capital Advisors, Inc.; Kip Kuster, ESOP Manager, Blue Ridge Associates; Dillon Lewchuk, Director & Partner, Paralign Capital Partners
ESOP-TALKS: LIFE OF AN ESOP 2:25 PM - 3:35 PM Location: Ashley Cooper This interactive panel brings together leaders from across the ESOP Association’s advisory committees to demystify the full lifecycle of an employee stock ownership plan—from formation and financing, through valuation, administration, fiduciary oversight, and cultural integration, to ongoing legislative and regulatory developments. Designed for those new to the ESOP space, the session will translate
4
TEA Professionals’ Forum / February 4-6, 2026
Discussion Leader: Peter Jones, Partner, Tucker Ellis LLP
NETWORKING RECEPTION
New this year! Open to all attendees.
5:15 PM – 6:15 PM Location: Grand Hall Join us for a networking reception before you head out for dinner and experience what downtown Charleston has to offer.
THURSDAY / FEBRUARY 5, 2026 REGISTRATION OPEN 8:00 AM – 5:30 PM Location: Grand Hall
NETWORKING BREAKFAST 8:30 AM – 9:30 AM Location: Grand Hall
ADVISORY COMMITTEE MEETINGS – GROUP 1 9:30 AM – 10:30 AM
ADVISORY COMMITTEE MEETINGS – GROUP 2 10:45 AM – 11:45 AM LEGISLATIVE & REGULATORY Location: Live Oak
Committee Chair: Peter Jones, Partner, Tucker Ellis LLP
FINANCE
Location: Dogwood Committee Chair: Sean Kelleher, Managing Director, First Financial Bank 1
VALUATION
OWNERSHIP CULTURE
Committee Chair: Hillary Hughes, Managing Director, Prairie Capital Advisors, Inc.
Committee Chair: Matt Hancock, Principal, Praxis Consulting Group, Inc.
FIDUCIARY
OPENING GENERAL SESSION & LUNCHEON - THE ESOP OUTLOOK: SIGNALS, SHIFTS, AND WHAT TO WATCH IN ‘26 12:00 PM – 1:30 PM
Location: Live Oak
Location: Dogwood Committee Chair: Avery Chenin, General Counsel, SCJ Fiduciary Services
ADMINISTRATION Location: Cypress
Committee Chair: Renee Stadtmueller, Managing Director, Blue Ridge Associates
NETWORKING BREAK 10:30 AM – 10:45 AM
Location: Cypress
Location: Magnolia/Willow Kick off the Professionals’ Forum with an essential briefing from Jim Bonham, President and CEO of The ESOP Association. In this opening general session, Jim will unpack the latest developments in Washington, including key ESOP legislative activity, the status of the Department of Labor’s pending adequate consideration rulemaking, and what 2025’s policy and regulatory actions mean for ESOP service providers. Looking ahead to 2026, attendees will gain insights into the priorities of Congress, regulators, and federal agencies…and what to watch as the ESOP landscape continues to evolve. Learning Objectives: 1. Understand recent ESOP-related legislative and regulatory developments, including activity in Washington and Department of Labor rulemaking. 2. A ssess how 2025 policy and regulatory actions impact ESOP service providers and the broader ESOP ecosystem. 3. I dentify key congressional, regulatory, and agency priorities to watch in 2026 as the ESOP landscape evolves. Speaker: James Bonham, President & CEO, The ESOP Association
TEA Professionals’ Forum / February 4-6, 2026
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THURSDAY / FEBRUARY 5, 2026 TOPIC DISCUSSIONS
Nine (9) breakout discussion topics will be offered in three time slots on Thursday afternoon and Friday morning. The nine session topics will cover a variety of current ESOP trends and issues across disciplines vital to our community. Each discussion topic will be led by an advisory committee chair and/or expert advisory committee member. All nine discussion topics will be repeated to allow you to attend three different sessions -or if you choose, repeat the same topic.
ESOPS AND MERGERS & ACQUISITIONS 1:45 PM - 3:15 PM Location: Magnolia/Willow In this interactive, case-study driven session, a panel of experienced legal and financial advisors will explore emerging issues at the intersection of ESOPs and M&A from both the buyer and seller perspectives over a focused 90-minute discussion. The discussion will examine practical considerations that shape outcomes in real transactions, including the increasing use of representations and warranties insurance in ESOP sales and third party acquisitions by ESOP-owned companies; structuring rollover equity; and ring fencing risk with tail insurance and how those protections intersect with fiduciary coverage. The panel will also address board fiduciary duties when confronted with a compelling unsolicited offer, navigating unallocated shares and the value impact of allocation mechanics, strategies for settling remaining inside loans, and how boards can make unconflicted decisions at closing where equity grants were approved with trustee involvement. Finally, the session will cover release requests by buyers and the appropriate carve outs to preserve necessary protections for sellers and fiduciaries. Learning Objectives: 1. Analyze and evaluate risk mitigation strategies in ESOP-related M&A transactions. 2. N avigate fiduciary and governance challenges of an ESOP merger or acquisition. 3. Design effective deal structures that address the unique requirements of an ESOP. peakers: Mary Beth Gray, Managing Partner, Kleinbard LLC; S Drew Larson, Attorney, BrownWinick Law Firm; Aziz El-Tahch, Managing Director, ESOP & ERISA Advisory Practice, STOUT
AI AND DATA ANALYTICS IN VALUATION, ADMINISTRATION, AND GOVERNANCE 1:45 PM - 3:15 PM Location: Live Oak Participants will engage in an interactive conversation on implementation challenges, appropriate reliance 6
TEA Professionals’ Forum / February 4-6, 2026
on technology, and key regulatory and fiduciary considerations as innovation accelerates across the ESOP landscape. The discussion will draw on perspectives from trustees, valuation professionals, and technology specialists to examine how AI and data analytics are being integrated into valuation processes, plan administration, and governance frameworks, with a focus on practical application and professional judgment. Learning Objectives: 1. Identify and evaluate the current and emerging practical applications of AI and data analytics in ESOP valuation processes and plan administration. 2. D ifferentiate between appropriate reliance on AIdriven outputs and the essential role of professional judgment and human oversight. 3. A ssess the evolving regulatory and fiduciary considerations that ESOP trustees and governance bodies must address as innovation accelerates in the fields of valuation and administration. peakers: Hillary Hughes, Managing Director, Prairie Capital S Advisors, Inc.; Melissa Thomas, CEO, SCJ Fiduciary Services; Roger Cawdette, CEO, Village Labs
Did You Know? Professional Members
can refer any client or prospective client, that is not already a member of The ESOP Association, and they will receive a 15% discount on their first year’s membership. Learn more by contacting Jennifer Edwards at jedwards@esopassociation.org or call 202-293-2971
THURSDAY / FEBRUARY 5, 2026 TRENDS IN REPURCHASE OBLIGATION & SUSTAINABILITY 1:45 PM - 3:15 PM
SOLUTIONS FOR PROPOSED LONG-TERM INTERNAL ESOP LOAN LENGTHS 1:45 PM - 3:15 PM
Location: Cypress
Location: Ashley Cooper
This session offers attendees an up-to-date look at how repurchase obligation and sustainability practices are evolving in today’s environment. Participants will discuss trending strategies used to address common challenges related to repurchase obligation and sustainability and examine the growing range of sustainability analyses used to support long-term health of ESOP companies.
As ESOP companies mature, the traditional 10- to 30-year internal loan structure is increasingly under scrutiny. This discussion will dive into the implications of proposed long-term loan lengths and the “have-cake-and-eatit-too” challenge of balancing sustainable repurchase obligations with meaningful employee wealth creation.
Learning Objectives: 1. Discuss trends in demand for repurchase obligation studies and the various types of sustainability studies. 2. Explore common challenges related to repurchase obligation & sustainability and trending strategies for addressing them. 3. Compare notes on new/unique plan designs or repurchase obligation strategies observed among ESOP clients. Speakers: Ashleigh Newlin, Managing Director, Chartwell
Financial Advisory; Joseph Marx, Vice President Consulting, Principal
NEW ESOP FORMATIONS, INDUSTRY CONCENTRATIONS & FINANCE ALTERNATIVES/IMPACTS 1:45 PM - 3:15 PM Location: Dogwood This session will review trends the ESOP community is seeing in new formation structures and industries. We will discuss the impacts these trends are having on the lenders to ESOPs and the alternatives to funding an ESOP transaction. Learning Objectives: 1. Review trends in structures for new ESOPs. 2. Examine industry concentrations for new ESOP formations. 3. Discuss the impacts of trends on lenders and explore new financing alternatives for ESOP formations. Speakers: David Diehl, Chief Executive Officer, Prairie
Capital Advisors, Inc.; Alan Carlyle, Managing Director, First Financial Bank 1; Greg Fresh, Managing Director, Chartwell Financial Advisory
Learning Objectives: 1. Identify IRS and DOL “reasonableness” standards to internal loan durations to mitigate the risk of prohibited transactions. 2. E valuate the impact of loan length on share release rates to balance the benefit levels between founding ESOP participants and new hires. 3. D evelop a framework for refinancing or releveraging internal loans as a strategic tool to manage repurchase obligations in maturing ESOPs. Speakers: David Whaley, Partner, Thompson Hine LLP
THE PERPETUAL ESOP: CHALLENGES, OPPORTUNITIES, STRATEGIES AND TACTICS 1:45 PM - 3:15 PM Location: Fenwick More and more leaders are exploring the notion of perpetual ESOP ownership. Join us for a robust discussion with the audience, as we explore questions like: Should companies be forever ESOP-owned? What are the fiduciary implications of perpetual employee ownership? What are effective ways of ensuring perpetual employee ownership, including incorporating as a benefit corporation or in states that have beneficial fiduciary duty regimes and protections, the use of unsolicited offer policies, trusts, covenants, acquisitions, etc.? Learning Objectives: 1. Identify key considerations and fiduciary implications associated with pursuing perpetual ESOP ownership. 2. E valuate strategic structures and legal frameworks that can support long-term or perpetual employee ownership. 3. A ssess practical tactics and tools that companies can use to strengthen and sustain perpetual ESOP ownership over time. peakers: Matt Hancock, Principal, Praxis Consulting Group, S Inc.; Edward Renenger, President & CEO, SES ESOP Strategies
TEA Professionals’ Forum / February 4-6, 2026
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THURSDAY / FEBRUARY 5, 2026 NETWORKING BREAK 3:15 PM - 3:30 PM ESOPS AND MERGERS & ACQUISITIONS (REPEATED) 3:30 PM - 5:00 PM Location: Magnolia/Willow In this interactive, case-study driven session, a panel of experienced legal and financial advisors will explore emerging issues at the intersection of ESOPs and M&A from both the buyer and seller perspectives over a focused 90-minute discussion. The discussion will examine practical considerations that shape outcomes in real transactions, including the increasing use of representations and warranties insurance in ESOP sales and third party acquisitions by ESOP-owned companies; structuring rollover equity; and ring fencing risk with tail insurance and how those protections intersect with fiduciary coverage. The panel will also address board fiduciary duties when confronted with a compelling unsolicited offer, navigating unallocated shares and the value impact of allocation mechanics, strategies for settling remaining inside loans, and how boards can make unconflicted decisions at closing where equity grants were approved with trustee involvement. Finally, the session will cover release requests by buyers and the appropriate carve outs to preserve necessary protections for sellers and fiduciaries. Learning Objectives: 1. Analyze and evaluate risk mitigation strategies in ESOP-related M&A transactions. 2. N avigate fiduciary and governance challenges of an ESOP merger or acquisition. 3. Design effective deal structures that address the unique requirements of an ESOP. Speakers: Mary Beth Gray, Managing Partner, Kleinbard LLC;
Drew Larson, Attorney, BrownWinick Law Firm; Aziz El-Tahch, Managing Director, ESOP & ERISA Advisory Practice, STOUT
AI AND DATA ANALYTICS IN VALUATION, ADMINISTRATION, AND GOVERNANCE (REPEATED) 3:30 PM - 5:00 PM Location: Live Oak Participants will engage in an interactive conversation on implementation challenges, appropriate reliance on technology, and key regulatory and fiduciary 8
TEA Professionals’ Forum / February 4-6, 2026
considerations as innovation accelerates across the ESOP landscape. The discussion will draw on perspectives from trustees, valuation professionals, and technology specialists to examine how AI and data analytics are being integrated into valuation processes, plan administration, and governance frameworks, with a focus on practical application and professional judgment. Learning Objectives: 1. Identify and evaluate the current and emerging practical applications of AI and data analytics in ESOP valuation processes and plan administration. 2. D ifferentiate between appropriate reliance on AIdriven outputs and the essential role of professional judgment and human oversight. 3. A ssess the evolving regulatory and fiduciary considerations that ESOP trustees and governance bodies must address as innovation accelerates in the fields of valuation and administration. Speakers: Hillary Hughes, Managing Director, Prairie Capital Advisors, Inc.; Melissa Thomas, CEO, SCJ Fiduciary Services; Roger Cawdette, CEO, Village Labs
TRENDS IN REPURCHASE OBLIGATION & SUSTAINABILITY (REPEATED) 3:30 PM - 5:00 PM Location: Cypress This session offers attendees an up-to-date look at how repurchase obligation and sustainability practices are evolving in today’s environment. Participants will discuss trending strategies used to address common challenges related to repurchase obligation and sustainability and examine the growing range of sustainability analyses used to support long-term health of ESOP companies. Learning Objectives: 1. Discuss trends in demand for repurchase obligation studies and the various types of sustainability studies. 2. E xplore common challenges related to repurchase obligation & sustainability and trending strategies for addressing them. 3. C ompare notes on new/unique plan designs or repurchase obligation strategies observed among ESOP clients. Speakers: Ashleigh Newlin, Managing Director, Chartwell
Financial Advisory; Joseph Marx, Vice President Consulting, Principal
THURSDAY / FEBRUARY 5, 2026 CONTRIBUTORY ESOPS: MOVING FORWARD AND ANY INPUT FROM REGULATORS? 3:30 PM - 5:00 PM Location: Dogwood In this session, we will explore the evolving landscape of these “KSOP” structures, focusing on the delicate balance between boosting plan liquidity and managing the rigorous fiduciary and non-discrimination requirements. Learning Objectives: 1. Interpret current DOL and IRS positions regarding the use of employee elective deferrals in leveraged ESOP transactions. 2. Analyze the heightened fiduciary standards and potential litigation risks inherent in contributory structures. 3. Apply non-discrimination testing strategies to ensure that a blended KSOP structure maintains its tax-qualified status. Speakers: Avery Chenin, General Counsel, SCJ Fiduciary
Services; Stephen James, Founder and Trustee, SCJ Fiduciary Services
ESOP PLAN DESIGN INNOVATIONS 3:30 PM - 5:00 PM Location: Ashley Cooper Employee ownership thrives when plan design reflects the company’s unique culture, strategy, and workforce. This session brings together legal, administrative, and cultural perspectives to explore innovative ESOP design choices that align incentives, sustain engagement, and support long-term corporate objectives. Through practitioner-led discussion and real-world examples, we will examine how to tailor ESOP features—eligibility and vesting, allocations and diversification, S vs. C corporation considerations, repurchase obligation and sustainability, internal governance mechanics, and communications—to the company’s values, leadership style, and growth plan. Learning Objectives: 1. Evaluate ESOP design features to ensure they directly support the company’s long-term growth plan, leadership succession, and unique corporate values.
2. A nalyze the financial impact of S vs. C corporation status and various repurchase obligation strategies to maintain plan sustainability while balancing the need for competitive employee benefit levels. 3. C onstruct internal governance structures and communication strategies that foster an “ownership mentality”. Speakers: Peter Jones, Partner, Tucker Ellis LLP; Danny Lamastra, ESOP Communication Consultant, Blue Ridge Associates; Trevor Bare, Partner, Conrad Siegel
ESOP TERMINATIONS: HOW TO HANDLE IT PROPERLY 3:30 PM - 5:00 PM Location: Fenwick Terminating an ESOP requires careful financial, fiduciary, and administrative planning. This roundtable will explore best practices for navigating ESOP terminations, including strategies for handling outstanding ESOP loans and how payoff decisions impact participant allocations. Participants will also discuss fiduciary duties, decision-making standards, and the practical mechanics of winding down the plan and distributing all assets. Learning Objectives: 1. Evaluate strategies for handling outstanding ESOP loans and understand how payoff decisions impact participant allocations. 2. A nalyze fiduciary duties and decision-making standards during termination. 3. U nderstand the mechanics related to the wind down of the ESOP and the distribution of all its assets. Speakers: Tina Fisher, ESOP Consultant, Principal; Karen Ng, Shareholder, N&G Legal Group, APC; Kjersti Cory, Trustee, SCJ Fiduciary Services
NETWORKING RECEPTION 5:00 PM – 6:00 PM Continue to expand your peer network at tonight’s reception before heading out to enjoy your evening. Location: Grand Hall
TEA Professionals’ Forum / February 4-6, 2026
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FRIDAY / FEBRUARY 6, 2026 REGISTRATION OPEN 8:00 AM – 11:30 AM Location: Grand Hall
NETWORKING BREAKFAST & SPECIAL ANNOUNCEMENT 8:15 AM – 9:00 AM Location: Magnolia/Willow
CLOSING GENERAL SESSION HOT MICS, HOT TOPICS: AN OPEN FORUM WITH ESOP ADVISORY LEADERS 9:00 AM - 10:00 AM Location: Magnolia/Willow Bring your questions, share your perspectives, and engage in a candid, wide-ranging conversation about the challenges and opportunities shaping the ESOP profession and your practice. Close out the Professionals’ Forum with a dynamic, interactive discussion led by Cara Benningfield, Chair of The ESOP Association’s Advisory Committees, alongside all six Advisory Committee Chairs. In this “ask me anything”–
style session, the panel will tackle the most pressing, complex, and timely issues facing ESOP professionals today—across finance, legal and regulatory, valuation, fiduciary, administration, and ownership culture. Learning Objectives: 1. Examine current challenges and emerging opportunities affecting ESOP professionals across finance, legal, valuation, fiduciary, administrative, and cultural domains. 2. E ngage directly with ESOP advisory leaders to explore practical perspectives on complex and timely issues impacting professional practice. 3. A pply shared insights and peer discussion to inform decision-making and approaches within participants’ own ESOP roles and organizations. Moderator: Cara Benningfield, Partner, FORVIS MAZARS Panelists: Peter Jones, Partner, Tucker Ellis LLP; Renee Stadtmueller, Managing Director, Blue Ridge Associates; Avery Chenin, General Counsel, SCJ Fiduciary Services; Sean Kelleher, Managing Director, First Financial Bank 1; Hillary Hughes, Managing Director, Prairie Capital Advisors, Inc.; Matt Hancock, Principal, Praxis Consulting Group, Inc.
NETWORKING BREAK 10:00 AM - 10:15 AM
LEADING IN AN OWNERSHIP SETTINGTM A Prestigious ESOP Executive Education Program The only program tailored specifically for ESOP CEOs and CFOs at a world-class business school, delivering exceptional value and preparing executives to lead with confidence. Please consider encouraging your clients to take advantage of this rare opportunity to invest in their future. Both CEO and CFO cohorts are limited to 25 participants to maximize engagement with Darden faculty. Visit ESOPleadership.org to learn more. Visit ESOPleadership.org to learn more.
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TEA Professionals’ Forum / February 4-6, 2026
FRIDAY / FEBRUARY 6, 2026 NEW ESOP FORMATIONS, INDUSTRY CONCENTRATIONS & FINANCE ALTERNATIVES/IMPACTS (REPEATED) 10:15 AM - 11:45 AM
THE PERPETUAL ESOP: CHALLENGES, OPPORTUNITIES, STRATEGIES AND TACTICS (REPEATED) 10:15 AM - 11:45 AM
Location: Magnolia/Willow
Location: Cypress
This session will review trends the ESOP community is seeing in new formation structures and industries. We will discuss the impacts these trends are having on the lenders to ESOPs and the alternatives to funding an ESOP transaction.
More and more leaders are exploring the notion of perpetual ESOP ownership. Join us for a robust discussion with the audience, as we explore questions like: Should companies be forever ESOP-owned? What are the fiduciary implications of perpetual employee ownership? What are effective ways of ensuring perpetual employee ownership, including incorporating as a benefit corporation or in states that have beneficial fiduciary duty regimes and protections, the use of unsolicited offer policies, trusts, covenants, acquisitions, etc.?
Learning Objectives: 1. Review trends in structures for new ESOPs. 2. Examine industry concentrations for new ESOP formations. 3. Discuss the impacts of trends on lenders and explore new financing alternatives for ESOP formations. peakers: David Diehl, Chief Executive Officer, Prairie Capital S Advisors, Inc.; Alan Carlyle, Managing Director, First Financial Bank 1; Greg Fresh, Managing Director, Chartwell Financial Advisory
SOLUTIONS FOR PROPOSED LONGTERM INTERNAL ESOP LOAN LENGTHS (REPEATED) 10:15 AM - 11:45 AM Location: Live Oak As ESOP companies mature, the traditional 10- to 30-year internal loan structure is increasingly under scrutiny. This discussion will dive into the implications of proposed long-term loan lengths and the “havecake-and-eat-it-too” challenge of balancing sustainable repurchase obligations with meaningful employee wealth creation. Learning Objectives: 1. Identify IRS and DOL “reasonableness” standards to internal loan durations to mitigate the risk of prohibited transactions. 2. Evaluate the impact of loan length on share release rates to balance the benefit levels between founding ESOP participants and new hires. 3. Develop a framework for refinancing or releveraging internal loans as a strategic tool to manage repurchase obligations in maturing ESOPs. Speakers: David Whaley, Partner, Thompson Hine LLP
Learning Objectives: 1. Identify key considerations and fiduciary implications associated with pursuing perpetual ESOP ownership. 2. E valuate strategic structures and legal frameworks that can support long-term or perpetual employee ownership. 3. A ssess practical tactics and tools that companies can use to strengthen and sustain perpetual ESOP ownership over time. peakers: Matt Hancock, Principal, Praxis Consulting Group, S Inc.; Edward Renenger, President & CEO, SES ESOP Strategies
CONTRIBUTORY ESOPS: MOVING FORWARD AND ANY INPUT FROM REGULATORS? (REPEATED) 10:15 AM - 11:45 AM Location: Dogwood In this session, we will explore the evolving landscape of these “KSOP” structures, focusing on the delicate balance between boosting plan liquidity and managing the rigorous fiduciary and non-discrimination requirements. Learning Objectives: 1. Interpret current DOL and IRS positions regarding the use of employee elective deferrals in leveraged ESOP transactions. 2. A nalyze the heightened fiduciary standards and potential litigation risks inherent in contributory structures. 3. A pply non-discrimination testing strategies to ensure that a blended KSOP structure maintains its tax-qualified status. peakers: Avery Chenin, General Counsel, SCJ Fiduciary Services; S Stephen James, Founder and Trustee, SCJ Fiduciary Services
TEA Professionals’ Forum / February 4-6, 2026
11
FRIDAY / FEBRUARY 6, 2026 ESOP PLAN DESIGN INNOVATIONS (REPEATED) 10:15 AM - 11:45 AM
ESOP TERMINATIONS: HOW TO HANDLE IT PROPERLY (REPEATED) 10:15 AM - 11:45 AM
Location: Ashley Cooper
Location: Ansonborough
Employee ownership thrives when plan design reflects the company’s unique culture, strategy, and workforce. This session brings together legal, administrative, and cultural perspectives to explore innovative ESOP design choices that align incentives, sustain engagement, and support long-term corporate objectives. Through practitioner-led discussion and real-world examples, we will examine how to tailor ESOP features—eligibility and vesting, allocations and diversification, S vs. C corporation considerations, repurchase obligation and sustainability, internal governance mechanics, and communications—to the company’s values, leadership style, and growth plan.
Terminating an ESOP requires careful financial, fiduciary, and administrative planning. This roundtable will explore best practices for navigating ESOP terminations, including strategies for handling outstanding ESOP loans and how payoff decisions impact participant allocations. Participants will also discuss fiduciary duties, decision-making standards, and the practical mechanics of winding down the plan and distributing all assets.
Learning Objectives: 1. Evaluate ESOP design features to ensure they directly support the company’s long-term growth plan, leadership succession, and unique corporate values. 2. A nalyze the financial impact of S vs. C corporation status and various repurchase obligation strategies to maintain plan sustainability while balancing the need for competitive employee benefit levels. 3. Construct internal governance structures and communication strategies that foster an “ownership mentality”.
Learning Objectives: 1. Evaluate strategies for handling outstanding ESOP loans and understand how payoff decisions impact participant allocations. 2. A nalyze fiduciary duties and decision-making standards during termination. 3. U nderstand the mechanics related to the wind down of the ESOP and the distribution of all its assets. peakers: Tina Fisher, ESOP Consultant, Principal; Karen Ng, S Shareholder, N&G Legal Group, APC; Kjersti Cory, Trustee, SCJ Fiduciary Services
Speakers: Peter Jones, Partner, Tucker Ellis LLP; Danny Lamastra, ESOP Communication Consultant, Blue Ridge Associates; Trevor Bare, Partner, Conrad Siegel
NOTES
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TEA Professionals’ Forum / February 4-6, 2026
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HAMPTON
CANNONBOROUGH
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ASHLEY COOPER
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CHARLESTON GRILL
THE PALMETTO CAFE
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HARLESTON SIMMONS BOARDROOM
ROOFTOP TERRACE
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THE RIVIERA THEATER
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KING STREET
FIRE EXIT
GUEST CORRIDOR
TEA Professionals’ Forum / February 4-6, 2026 MARKET STREET
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The ESOP Association National Events NATIONAL CONFERENCE 2026 May 5-8, 2026 | Washington, DC
CONFERENCE
The premier event for ESOP culture, communications and advocacy! Learn from award-winning keynote speakers and the best communicators in the ESOP community, network with your peers and meet your elected officials.
CFO SUMMIT 2026
The ESOP Association’s Annual
June 28-30, 2026 | Sonoma, CA Join this dynamic program that is carefully curated to maximize value for ESOP finance leaders. Dive deep into key topics like strategic financial management, innovation, risk mitigation, and regulatory changes.
CEO SUMMIT 2026
August 23-25, 2026 | Rancho Palos Verdes, CA The ESOP Association’s Annual
Join and network with your fellow ESOP CEOs at our world-class program designed to prepare you to face your toughest challenges. Learn from leading keynote speakers and strategize at expert-led, specialized roundtables to develop solutions for the most pressing issues.
EMPLOYEE OWNED 2026
November 1-4, 2026 | Las Vegas, NV The world’s largest Employee Ownership event. With more premier speakers, educational content and networking opportunities than any other ESOP conference, this is one event you can’t afford to miss!
THE PROFESSIONALS’ FORUM 2027 February 2027
Join others who provide professional services to ESOP companies—including valuation, legal, and tax advice—at this special, interactive event. Compare notes on best practices and the latest legal and regulatory happenings.
To learn more and register for The ESOP Association's 2026 events, visit esopassociation.org/events.