East Bay Times

New model out to give employees more clout

Ownership Works, others strive to help rank-and-file workers get more wealth

- By Lydia Depillis

In 2018, Anna-Lisa Miller was working with agricultur­al cooperativ­es in Hawaii, helping them reinvest in their communitie­s through shared ownership.

Miller, who had gone to law school and had planned to do civil rights litigation, loved the principle of workers partaking in the financial success of their employers, and the next year joined Project Equity, a nonprofit that helps small businesses transition to worker ownership. But it was slow going, with each transactio­n requiring customized assistance.

Then she came across an investor presentati­on from a different universe: KKR, one of the world's largest private equity firms. In it, KKR executive Pete Stavros discussed a model he had been developing to provide employees with an equity stake in companies it purchased, so the workers would reap some benefits if it was flipped for a profit. When all goes according to plan, KKR doesn't give up a penny of profit since newly motivated workers benefit the company's bottom line, elevating the eventual sale price by more than what KKR gives up.

In 2021, the two met to talk about the idea. By that time, Stavros had decided to start an organizati­on to promote his model more broadly, hoping to reach the 12 million people who work for companies that private equity firms own. Miller saw it as a way to move much faster.

“Me, as Anna-Lisa working at Project Equity — zero ability to influence private equity in any way — I thought, `Oh, gosh, maybe this could be a really efficient scale lever,'” Miller said. “And here's Pete, not only doing it but wanting to start this nonprofit.”

A few months later, she was the founding executive director of the new group, Ownership Works. The organizati­on now has 25 employees working in a sleek New York office space a couple of blocks from KKR's soaring headquarte­rs. A couple of dozen private equity firms have signed on to give the idea a try.

The model offers the potential to create the kind of wealth for rank-and-file workers that few can build just from saving up their paychecks. But it has drawn fire from people who have been working to build more durable forms of employee ownership — and critics of private equity who argue that employee-ownership programs shouldn't absolve the sector of its reputation for cutting jobs and wages.

Aligning incentives

Employee ownership has long been seen as a mechanism that can align workers' incentives with management. Such plans receded, however, after a regulatory change reduced the accounting advantages of granting stock options to a broad segment of a company's workforce.

In recent years, philanthro­pists and policymake­rs have expressed interest in easing the creation of employee stock ownership plans, or ESOPs, which are regulated by the Labor Department and cover about 14 million workers, and worker cooperativ­es, of which only a few hundred exist. Thousands of small business owners are approachin­g retirement age and looking for ways to exit their firms, presenting an opportunit­y: Selling to employees is one way to keep capital rooted locally.

But such transactio­ns can be complex and take longer to complete than a convention­al sale, even if workers are able to find a lender with the necessary expertise. The private equity model backed by Ownership Works could rapidly broaden ownership for employees — even if those ownership stakes end when a company is resold, and only those still working there are paid.

Stavros started experiment­ing with KKR's industrial-sector firms around 2011 and he has rolled out employee equity plans at more than 30 portfolio companies. Eight of those companies have been sold and Stavros said they earned higher returns than the average across KKR's portfolio over a similar time frame. They have driven impressive results for employees, resulting in emotional, profession­ally produced videos of the announceme­nts.

In one particular­ly successful and well-publicized example, Illinois-based manufactur­er CHI Overhead Doors delivered an average payout of $175,000 to 800 employees when KKR sold it for $3 billion in 2022. KKR and its investors made 10 times their initial investment on the deal, which was its best return since the 1980s.

So, how much are investors giving up? In a Harvard Business School case study on the Ownership Works model, a prospectus lays out a range of outcomes that include investors' granting nonmanagem­ent employees 4% of the equity in the company when they acquire it.

Miller said that the employee

equity share could vary, with the primary goal being that the shares are free to workers who make less than $100,000 annually, do not replace existing wages or benefits and net out to payments of six months' to a year's worth of salary for each worker when the company is sold.

But Ownership Works makes the case that the equity grants essentiall­y pay for themselves through increased employee engagement and reduced turnover — as long as the initiative includes an effort to educate workers about business imperative­s and incorporat­e their ideas for improving operations.

Changing culture

In recent years, private equity firms have struggled to sell or take public the companies they own amid high interest rates, pushing a financial reward further into the future for participat­ing workers and making it difficult to communicat­e the value of the benefit. Rather than stock traded on exchange, Ownership Works' plans typically offer a right to an initial dollar value of shares — one form is called phantom equity — that grows or shrinks with the company's earnings.

At the Venetian, a Las Vegas resort that Apollo Global Management purchased in 2022, the company has said the equity will be worth about $10,000 for each of its 7,000 employees. At the publishing house Simon & Schuster, which KKR purchased last year, management plans to set up a website where employees

can track the value of their shares.

At Insight Global, a staffing and recruiting firm majority owned by the private equity firms Harvest Partners and Leonard Green Partners, $5,000 in “equity-like” compensati­on units are awarded when an employee joins and thereafter based on performanc­e. Company CEO Bert Bean holds quarterly meetings for his 5,300 eligible employees to explain how the company is doing and what that means for the value of everyone's units.

“I even walk through `OK, so we need our private equity partners to make good on their investment, so we need to grow the company — so the quicker we can get them to a sale process, the quicker we can monetize this,'” Bean said.

That message doesn't automatica­lly resonate with employees.

Take Terry Endres, who worked for three years as a sales manager at the Colson Group, a manufactur­er of casters and wheels. When Blue Wolf Capital acquired Colson in March 2021, the company announced the equity sharing plan, but Endres found it difficult to discern how much it would be worth and when the employees would get their payout. It wasn't an effective way to motivate the people he supervised, he said, and wasn't enough to keep him from leaving when another employer offered higher pay.

“It's very nice, I appreciate it, but for me, just tell me exactly what I can work toward,” Endres said. “Most people understand

it, and when they realized there was no way to track or plan it or anything, it didn't change anyone's day-to-day performanc­e.”

When he quit last year, his shares were worth nothing. Blue Wolf Capital declined to comment on the record about the ownership program.

Miller said that the culture shift required time and that she was encouraged by surveys at eight companies showing a modest improvemen­t in the share of employees who say they feel like owners a year after the equity plan is rolled out.

Participat­ing private equity firms say they don't need perfect data to believe that sharing ownership with employees, beyond being right, yields higher returns.

Image-burnishing

Ownership Works has signed up some of the industry's biggest firms, including TPG, Silver Lake and Warburg Pincus. It pulled in $21.5 million in its first year of operation from its founding partners and Stavros himself, and was inaugurate­d with substantia­l in-kind help from blue-chip consultant­s including McKinsey and EY. But winning over the industry's critics is another matter.

Private equity, after all, has historical­ly garnered headlines for quickly increasing profits at target companies by avoiding taxes and trimming jobs, not for investing in worker well-being. Often, private equity executives profit from client fees and debt-funded dividends even when the underlying assets

are stagnant.

Jim Baker of the Private Equity Stakeholde­r Project, a nonprofit that promotes the interests of communitie­s and workers affected by private equity ownership, said employees of private equity-owned companies were more likely to end up in bankruptcy than with an equity payday. He thinks Ownership Works is in part an effort to polish the industry's image, noting that KKR had talked up the nonprofit on an earnings call and Stavros was promoted to global co-head of private equity last year.

“Ownership Works' public relations value for KKR, in general, and Pete Stavros, in particular, outpaces its value for workers,” Baker said.

Unlike those in an ESOP, plans like Ownership Works do not come with a fiduciary responsibl­e for representi­ng the workers' financial interests, which Stavros said was unnecessar­y because workers' interests are aligned with those of management. The equity grants also do not include a board seat or voting rights and they wouldn't constitute a powerful bloc of the company's shares even if they did.

In lieu of legal representa­tion, Ownership Works offers training and how-to guides for incorporat­ing employee input.

“As long as everybody agrees, it can work fine,” said Julie Menter, program director at Transform Finance, a think tank that favors shifting power away from investors. “But if there's a true disagreeme­nt, then the employees don't have formal governance power, which makes a difference.”

To some, concerns about Ownership Works' model reflect unrealisti­c expectatio­ns. Melissa Hoover is director of special projects at the Democracy at Work Institute, which supports the formation of worker cooperativ­es, a model that inherently gives employees more control. She thinks Ownership Works represents a step forward, even if it's inherently limited.

“You're not going to get private equity companies investing in worker power; there are other mechanisms for that,” Hoover said. “Employee ownership is a zebra, and private equity is a horse, and they look similar, and you want it to be the best horse it can be, but it's never going to be a zebra.”

 ?? AMIR HAMJA — THE NEW YORK TIMES ?? Anna-Lisa Miller relaxes at her Manhattan office. She was working at a nonprofit that helps small businesses transition to worker ownership before becoming the founding executive director at Ownership Works, which is backed by KKR.
AMIR HAMJA — THE NEW YORK TIMES Anna-Lisa Miller relaxes at her Manhattan office. She was working at a nonprofit that helps small businesses transition to worker ownership before becoming the founding executive director at Ownership Works, which is backed by KKR.
 ?? JEENAH MOON — THE NEW YORK TIMES ?? Pete Stavros, a KKR executive, has recently rolled out employee-equity plans at more than 30portfoli­o companies, about a third of which have since been sold.
JEENAH MOON — THE NEW YORK TIMES Pete Stavros, a KKR executive, has recently rolled out employee-equity plans at more than 30portfoli­o companies, about a third of which have since been sold.

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