Our Approach

Owners of privately held businesses who have dedicated their lives to growing their companies, often have not taken a deep introspective look at their succession planning objectives. For business owners, these objectives combined with the goals for the company, employees, and family are critical to an overall strategic plan to enhance the value of the company as they prepare to exit the business.

As Financial Advisors, we work closely with business owners (in tandem with their Private Wealth Advisor) to ensure that their business succession objectives align with the best liquidity alternative, to maximize value for the shareholder and diversify their wealth.

ESOP transactions are often an excellent alternative for business owners and provide significant benefits to the employees, the company and to the business owners. An ESOP is a qualified retirement benefit plan that allows employees to own shares of their company's stock that are converted to cash when they retire. The overall impact of employee ownership is designed to benefit employees who remain with the company and contribute the most to the company’s future success.

We help business owners assess their individual needs and goals to determine if an ESOP is the right choice for them. We also provide guidance and support throughout the ESOP process.
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What is an ESOP?

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An Employee Stock Ownership Plan is a qualified defined contribution employee benefit plan, much like a traditional profit-sharing plan. However, an ESOP is unique among qualified benefit plans in its ability to borrow money. In that way, an ESOP can be used as a corporate finance technique that provides liquidity to business owners.

Through an ESOP, business owners can achieve partial or total liquidity and diversification, usually in a tax-advantaged manner. At the same time, the ESOP can benefit employees by making them stockholders in their company. In fact, an ESOP is the only mechanism that offers a meaningful benefit to employees, while providing private business owners with a market for their stock and companies with a means of borrowing money in a tax- advantaged fashion.

Business owners look to ESOPs as an attractive liquidity alternative, one they can use to take some or all of their "chips" off the table, providing liquidity to the owner in a tax-advantaged manner. The strategy permits them to diversify their wealth, yet allows them to remain involved in their business if they so desire. As baby boomer business owners age, they are redefining retirement, often with an interest in remaining at least partially involved in their business. For this new generation of "semiretirees," ESOPs may be one solution.

For more detailed information on ESOPs, please see our team brochure.

HOW AN ESOP WORKS

To establish an ESOP, the company first borrows money to finance the purchase of stock from the current shareholder or shareholders, and the company lends these funds to the ESOP. A trust is created to purchase the stock of the company on behalf of the ESOP plan.

From its operating profits, the company then makes annual cash contributions to the trust. These contributions are potentially fully tax-deductible. As the trust uses this cash to pay down the ESOP loan, shares of stock are released and allocated to individual employee accounts based on compensation, and then vested on the basis of years of service.

Employees are typically vested in the stock within three to six years of receipt, but they may not actually sell the stock until they leave the company. At that time, the plan may provide that the company can buy back their shares at fair market value, as determined by an independent business valuation firm appointed by the ESOP trustee.

OUR FIVE - STEP PROCESS:

We implement a disciplined five step approach to help business owners and their advisors through the sale process:

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    Step 1: Discover

    Speak with the client and gain an understanding of their business as well as their strategic goals and objectives.

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    Step 2: Educate

    Educate the client on their sale options, and determine which sale method best meets their strategic objectives.

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    Step 3: Interview

    Arrange interviews for the client with different attorneys and structure firms. Select and hire the deal team.

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    Step 4: Sell

    Quarterback between the seller and deal parties throughout the transaction and complete the sale.

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    Step 5: Invest

    You invest the transaction proceeds.

OUR CLIENTS

ESOPs have existed for a long time. The concept was developed in the 1950s, and the legislation that first implemented tax advantages for ESOPs was passed in 1974. From only a handful in the 1970s, their numbers have grown to nearly 6,400 plans in existence today.
The National Center for Employee Ownership (NCEO) estimates that ESOPs have 14 million plan participants and control more than $1.4 trillion in plan assets. ESOP legislation continues to provide incentives and advantages to both sponsoring companies and employees, adding to the attractiveness of this liquidity option.
Because of the broad appeal of these plans, ESOP candidates vary considerably. Most ESOPs (approximately 97%) are established for privately held companies.
Any company—whether a manufacturing, distribution or service business—that can borrow enough money to fund the ESOP is a viable candidate. However, high-end service businesses with educated workforces—such as architecture, engineering or consulting firms—tend to be better represented in the current universe of ESOPs.

KEY CHARACTERISTICS TO CONSIDER:

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    Corporate Structure

    The company must be a C corporation, or be willing to convert to a C corporation, in order to maximize tax benefits for the seller.

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    Financial Stability

    The company must have sufficient capacity (collateral or cash flow) to support funded debt.

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    Management Team

    A successor management team should be in place.

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    Ownership Structure

    Owners must be open to the concept of broad-based ownership.

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    Business Experience

    The company should have been in business for several years and have enough employees to make the plan worthwhile.

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    Financial Projections

    The company should be able to reasonably predict future revenue and cash flows.

Is an ESOP Right for You?

As appealing as the benefits of an ESOP can be, there are some important issues that business owners should take into consideration:
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    ESOPs may not be used in partnership structures or in most professional corporations.
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    Although ESOPs can be used in S corporations, there are certain restrictions and lower contribution limits for S corporations than for C corporations.
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    The ESOP is both a corporate finance and retirement savings vehicle. If not handled properly, these dual roles might create a conflict of interest under ERISA. For smaller companies, where an ESOP’s fiduciaries might also serve as officers or directors, these conflicts might be difficult to resolve without independent legal, investment and financial counsel.
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    The company may be required to repurchase vested shares of departing employees. The funding of this repurchase must be managed carefully.
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    The equity value of existing owners is diluted any time a company assumes debt to finance a transaction without reducing the number of shares outstanding. This must be considered against the tax and other benefits an ESOP can provide.
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    ESOPs may not be appropriate for smaller companies because of their costs to establish and administer.
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    Disclosures
    These possible ESOP drawbacks should be carefully considered against the plan’s potential tax and other benefits.

    Neither Morgan Stanley nor its affiliates or employees provide tax, accounting or legal advice. You should consult your tax and accounting advisors on matters involving taxation, accounting and/or tax planning, and your attorneys with respect to legal matters. More specifically, neither Morgan Stanley nor its affiliates or employees provide any tax advice, tax guidance, or legal or tax opinions regarding the qualification of a particular security under Section 1042 of the Internal Revenue Code, nor do they prepare any forms necessary to successfully elect Section 1042 treatment. In every case, the client must consult and confirm with his/her tax and legal advisors whether a particular course of action meets the requirements of Section 1042, including whether a particular security is qualified replacement property and a particular purchase strategy meets the applicable time limits.

    Although Morgan Stanley offers both passive and active reinvestment strategies, its role is much more limited in the passive strategy. This is not a commitment to lend money. All loans are subject to required credit approval.

WORKPLACE FINANCIAL BENEFITS WITH MORGAN STANLEY AT WORK

Our mission is to help your company elevate your workplace financial benefits—helping you to attract and retain top talent. Our end-to-end solutions support your company and employees at any stage of growth through a powerful combination of modern technology, insightful guidance, and dedicated service.

    Equity Solutions

    Equity ownership is a powerful motivator. Streamline equity management through our leading-edge technology and provide global audit-ready reporting and insights, alongside customizable participant experiences to engage and educate your employees on how to make the most of their benefits. Our global solutions support private and public companies at any stage of growth.

    • Equity Administration and Financial Reporting
    • Liquidity Events
    • 409A Valuation Services and Cap Table Management

    Learn more
    Retirement

    For your employees, retirement is more than a date in the future—it's a milestone that takes time, hard work, and the right tools. Through our consultative process, we strive to assist with the management of your fiduciary responsibilities and risk, simplify plan management, and help you improve retirement readiness for your employees.

    • Defined Contribution Consulting
    • Solutions-Oriented Plans
    • Fiduciary Investment Oversight

    Learn more
    Deferred Compensation

    Access a range of Nonqualified Deferred Compensation plan services or pick the ones that best fit your needs. We provide recordkeeping and plan design, portfolio construction services, and plan education for your executive talent. We help you determine the appropriate plan design and inform a funding strategy through a needs-based assessment and consultative approach.

    Services include:

    • Recordkeeping and Plan Design
    • Portfolio Construction
    • Wealth Management Services
    Learn more
    Executive Services

    Our dedicated team provides concierge-level support for your executives' equity compensation plans, from 10b5-1 trading plans to form filing related to Rule 144 transactions, to access to wealth management and tax-optimization strategies, so helping them navigate their complex financial needs with greater confidence and certainty:

    • Equity Compensation Services
    • Equity Award Analysis
    • Specialized Solutions
    Learn more
    Saving and Giving

    Saving and Giving benefits can make a real difference in your employees' lives as they can support the things that matter most to them—like saving for education and repaying student loans. Show that you are committed to your employees' priorities with leading-edge solutions that help them chart a path toward financial well-being.

    • College Savings
    • Student Loan Repayment and Refinancing
    • Charitable Giving
    Learn more
    Financial Wellness

    We offer Financial Wellness with every solution we provide. Through a powerful combination of education, digital tools and guidance, Financial Wellness is designed to address the unique needs of your employees and empower their financial journey at every stage. Give your employees the confidence to take charge of their finances.

    • Financial Education
    • Digital Tools
    • Financial Guidance

    Learn more

Location

1080 Jordan Creek Pkwy
Ste 400N
West Des Moines, IA 50266
US
Direct:
(833) 822-1042(833) 822-1042
1080 Jordan Creek Parkway
STE 400N
West Des Moines, IA 50266
US
Direct:
(515) 283-7008(515) 283-7008
8383 Preston Center Plaza Suite 400
Dallas, TX 75225
US
Direct:
(972) 849-0897(972) 849-0897
55 East 52nd Street
Floor 15
New York, NY 10055
US

Meet The ESOP Group

About William O'Brien

Bill is a Co-head of The ESOP Group at Morgan Stanley, where he has been focusing on ESOPs and capital markets since 1989. He has over 30 years of experience in helping business owners and corporations, including several in the Fortune 100, in areas such as:

• Corporate liquidity transactions

• Business succession planning

• Retirement plan design

• Employee financial education

Bill is particularly experienced in assisting business owners who have completed or are contemplating an ESOP. He has a deep understanding of the complexities of Internal Revenue Code Section 1042, equity risk management, and tax-advantaged strategies. He has successfully completed over 500 ESOP transactions.
Securities Agent: DC, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY, DE, MS, AK, AL, AR, AZ, CA, CO, CT; BM/Supervisor; General Securities Representative; Investment Advisor Representative; Managed Futures
NMLS#: 1278976

About Bryan Boesen

Bryan is a Financial Advisor with Morgan Stanley, where he has been providing consulting services to institutional and private clients since 1999. He has extensive experience working with nonprofits, developing sound investment strategies, and creating income streams by leveraging the resources available at Morgan Stanley. Bryan also assists affluent individuals and families with wealth planning to help secure their legacy.

For many years, Bryan has worked exclusively with privately owned, mid-sized companies, nonprofits, and affluent individuals and families. This experience has given him a deep understanding of the dynamics of closely held and family-owned businesses. His retirement services resources provide counsel and objectivity to help implement a plan designed to be the most effective for the company.

Specifically, Bryan's capabilities include helping businesses implement employee stock ownership plans (ESOPs), understanding the complexities of Internal Revenue Code Section 1042, and leveraging equity risk management and tax advantaged strategies.
Securities Agent: MT, NV, NM, VT, ID, DC, NH, MN, NY, OH, NJ, IL, OK, OR, SC, TX, UT, TN, WA, WI, KS, KY, MA, WY, IN, MI, ME, NC, MS, ND, WV, HI, AZ, CO, VA, CT, SD, AR, GA, RI, PA, FL, NE, MO, MD, LA, IA, DE, CA, AL, AK; BM/Supervisor; General Securities Representative; Investment Advisor Representative; Transactional Futures/Commodities; Managed Futures
NMLS#: 1278811

About Sheri Camp

Sheri rejoined Morgan Stanley in 2023 as the Director of Business Strategy, bringing with her a wealth of experience from her career in the financial services industry, which began in 1999. She has spent the majority of her career with Morgan Stanley, contributing significantly as a member of the Mid-American complex management team.

In her role as Director of Business Strategy, Sheri plays a crucial part in managing client account oversight to ensure they are properly maintained and monitored. She collaborates closely with advisors to deliver and execute a seamless client experience, enhancing the firm's service delivery.

Sheri earned her Bachelor of Science in Marketing from the University of Nebraska – Lincoln. She currently resides in Ankeny, Iowa, with her husband, Herb, and their five children. Outside of work, Sheri enjoys spending quality time with her family and watching her children explore and experience life from every angle.

About Jessica Banas

Jessica has been an integral part of The ESOP Group since 2016, progressing through various roles to her current position as Group Director. In this capacity, she managed business operations and oversees the critical functions of the team’s service organization. Jessica is responsible for the development, implementation, and management of the team’s strategic plan, ensuring alignment with team priorities and business objectives.

In addition, Jessica serves as a Market Service Coach within the Firm, leveraging her extensive experience with the Morgan Stanley ecosystem. Her strong relationships across the firm enable her to advocate effectively for an exceptional client experience.

Jessica holds a Bachelor of Science in Finance from the University of Illinois Urbana-Champaign and is licensed with the SIE, Series 66, and Series 7. Residing in Chicago, she enjoys traveling with family and friends.

About Joe Kern

Joe joined The ESOP Group in 2023, is currently in a Wealth Management Analyst role within the team and is a Chartered Financial Analyst*. Joe is responsible for producing strategy reports, synthesizing client and prospective data to assist in developing customized financial plans and designing tailored reports for clients. His expertise enables him to focus on understanding clients' investment objectives and collaborating with the team to deliver effective solutions.

Joe earned his Bachelor of Science in Electrical Engineering with an emphasis in Computer Science from Johns Hopkins University. He furthered his education with a Master’s degree in Business Analytics, emphasizing Business Administration, from the University of Minnesota’s Carlson School of Management.

In his spare time, Joe enjoys playing basketball, skiing, golfing, and spending quality time with his family.

*Disclaimer: This role cannot solicit or provide investment advice.

About Isabelle OBrien

Isabelle joined The ESOP Group as an analyst, where she supports ESOP transactions and Section 1042 reinvestment strategies. She is instrumental in conducting analytics for 1042 transactions and working cross-functionally to help advance and execute ESOP transactions. Isabelle also develops client-facing and internal marketing materials, translating complex ESOP concepts into clear, impactful content for advisors and business owners.

Prior to Isabelle’s current role, she gained valuable experience as an analyst at Blue Hippo ESOP Advisors where she specialized in valuation modeling. Isabelle graduated from Lehigh University with a Bachelor of Science in Finance and holds her SIE, Series 63, Series 65, and Series 7 licenses.

Outside of work, she enjoys reading, solving Rubik’s cubes, and taking her two dogs, Frankie and Brooklyn, to the beach.

About Jack Kroger

Jack joined The ESOP Group as a Client Service Associate, where he plays a crucial role in supporting analytical and key needs throughout 1042 transactions. He is responsible for producing various analytical reports and managing the entire sales process lifecycle, from lead generation to deal closure, in support of Financial Advisors.

Prior to Morgan Stanley, Jack was part of the institutional investment advisory team at Aon working with large, qualified plans. He graduated from Lake Forest College with a double major in Finance and Mathematics. Jack holds the SIE and Series 7 and is actively working towards full licensure.

An alumnus of Culver Military Academy, class of 2016, Jack enjoys playing golf and the drums.

About Jean Chihak

Jean brings nearly thirty years of investment experience to her role as a Wealth Management Associate with The ESOP Group. She spent nineteen years as a global technology and telecom equity research analyst at Principal Global Investors, where she led the Global Technology team. Following this, she joined Morgan Stanley’s Graystone team as a research analyst, covering equities, fixed income, public alternatives, and private markets. In addition to her research responsibilities, Jean contributed to wealth planning and served as a consultant for both high net worth and institutional clients.

Jean holds a Master of Business Administration from Drake University and a Bachelor of Arts in Finance from the University of Northern Iowa. She is currently working towards becoming a CFA*.

In her spare time, Jean enjoys spending time with her husband and two children on their acreage in Winterset, relaxing by the lake, traveling, and walking their Goldendoodle, Teddi. She is actively involved in her community, volunteering with Scouts and 4H, and serving as a catechism teacher.

*Disclaimer: This role cannot solicit or provide investment advice.

About Sara Crandall

Sara joined The ESOP Group at Morgan Stanley in 2025 as the Business Development Director, bringing with her a robust background in wealth planning and investment portfolio management. She specializes in serving affluent individuals and families, leveraging her expertise to drive business growth and client satisfaction.

Sara began her career in Chicago, Illinois, as an Associate Portfolio Manager on BMO Asset Management’s Private Credit desk. She then advanced to Citi Private Bank, where she managed investment strategies for high-net-worth and institutional clients.

Sara holds a Bachelor of Science in Finance with a minor in Spanish from the University of Iowa. She resides in West Des Moines, Iowa, with her husband and daughter. In her spare time, she enjoys experimenting with new recipes, reading, and traveling with her family.

About Roxana Rosales

Roxana provides essential support in areas such as advisor time management and logistical coordination. She plays a key role in organizing various events and marketing initiatives, both externally and internally, to showcase the team’s capabilities as a National Strategic Partner within the firm.

Roxana holds a Bachelor of Arts in Education from Governors State University and is passionate about sharing her knowledge of the team’s resources and assisting others. With a decade of elevated client service experience in the banking industry. She brings a wealth of expertise to her role. Roxana holds her SIE and is currently working towards attaining her Series 66 and Series 7 licenses.

In her free time, she enjoys traveling with her husband, Chris, exploring new restaurants, staying active, and spending quality time with her two cockapoos, Leo and Bruno.

About Adelyn Carmody

Adelyn joined The ESOP Group at Morgan Stanley in 2023 as a Registered Client Service Associate, where she is committed to assisting with day-to-day client needs and delivering an exceptional client experience. In January 2025, she completed the Morgan Stanley internal designation as a Financial Planning Specialist*.

Adelyn earned her Bachelor of Science in Business Management with a Certificate in Entrepreneurial Management from the University of Iowa Tippie College of Business. In May 2025, she furthered her education by obtaining a Master of Business Administration from the same institution.

Residing in West Des Moines with her dog, George, Adelyn enjoys spending her free time with friends and family, exploring the outdoors, and traveling.

*Disclaimer: This role cannot solicit or provide investment advice.

About Rhiana Johnson

Rhiana joined The ESOP Group in 2022 as a Client Service Associate at the West Des Moines office. In her role, she is dedicated to managing day-to-day client needs and ensuring an exceptional client experience. Her commitment to service excellence is a key asset to the team.

Rhiana earned her Bachelor of Science in Criminology and Political Science from the University of Iowa in 2020. She is currently advancing her education by pursuing a Master’s in Business Administration at the University of Iowa Tippie College of Business.

Having grown up in the Des Moines area, Rhiana continues to reside there with her family and her dog, Matcha. In her leisure time, she enjoys reading and cherishing moments with friends and family.
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