Executive Summary
Scott Miller works with executives at the highest levels as an independent Board member who acts as a catalyst to maximize organizational goals. He helps Boards develop both short and long term strategic plans. His strong verbal and written communication skills have been instrumental in guiding company leaders to successful goal identification and plan execution. He a is nationally recognized authority on mergers and acquisitions, risk management, strategic planning, business valuations, succession planning, corporate finance and ESOPs. With his vision and entrepreneurial skills, he founded ESI Equity and guided it to national prominence in valuation consulting, embracing a culture of collaboration and equal opportunity. His wide range of skills make him an effective team player on ESOP company boards.
Recent developments from the Department of Labor.
For ESOP companies that own a majority or all of the stock, the DOL strongly recommends independent outside directors be on the Board. Recent Fiduciary Process Agreements negotiated by the DOL with a number of ESOP transaction Trustees have resulted in increased pressure for those Trustees to provide an additional measure of prudent behavior when new plans are installed. Largely driven by strong tax incentives, the ESOP Trustee is securing a controlling interest in the Company by acquiring the majority of the outstanding stock, often 100% in an S corporation. The DOL wants to ensure the ESOP is gaining the control it is paying for in the subject company. Formulating a Board with at least one or even a majority of members who are independent outside Directors is essential.
About Scott Miller
Scott Miller has a strong background to be considered for the Director’s position in an ESOP company. He has extensive experience on Boards including the prior service as VP Finance, ESOP Trustee and Board member in a major employee-owned world-class manufacturing company prior to founding ESI Equity. At the ESOP Company, he was tasked with ensuring the leveraged ESOP debt obligations were faithfully met and he provided the Board with the strategic insights to enable the company to comfortably grow at double-digit rates. At ESI Equity he gained experience with over 500 ESOP companies often communicating valuation and strategy with Boards and Trustees. His Board experience includes service on several ESOP and professional organizations including The ESOP Association, the American Institute of CPAs and the Exit Planning Institute among several others.
His experience extends to assisting companies with the organization and mechanics of operating a Board including such elements as establishing meeting agendas, determining strategic plans and documenting Board minutes. These are valuable skills as many closely held companies have little if any experience with a Board of Directors or less likely a Board with outside Directors. When ESOP Trustees negotiate a Board’s composition including outside Directors with selling shareholders, the selling shareholders often ask where such individuals may be found. Ideally, the Company will know candidates to become outside Directors, but often the Company will ask for assistance on locating qualified individuals to serve as a Director. Mr. Miller has the experience to immediately become an effective Director.
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"Scott has been an absolute pleasure to work with. His vast knowledge of industry and business have been pivotal in our transition. He's become a pillar to our board."
James L., Vice President, Fortune 500 Company
The Board has a number of duties often dictated by state laws.
There is the Duty of Care. While easy to state, defining the Duty of Care is more challenging. Stated briefly, the duty of care implores the Directors to exercise their responsibilities in a manner that avoids harm to the corporation. This typically means the Board must be attentive to the operations and financial position of the Company.
The Duty of Loyalty is there to ensure that Directors do not place their own interests above those of the shareholders. It is also intended to address potential conflicts of interest between the Director and the shareholders.
Board members are subject to the Business Judgement Rule. Directors will be typically shielded from liability if in the pursuit of their duties they have acted in good faith. Good faith is challenging to define, for the purposes here it is understood to mean that Directors have acted with care and reasonableness in arriving at actions and decisions.
Let's work together.
Scott Miller, CPA, President, Enterprise Opportunities, LLC
N14 W30212 High Ridge Road, Pewaukee, WI 53072
Mobile: 262-490-2334 | smiller@esop-director.com | www.esop-director.com
smiller@esop-director.com | (262) 490-2334
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