EP344 Canada's Largest Employee Ownership Trust (Inside Taproot's Transition from ESOP to EOT)
What happens when a company that is already employee-owned realizes its ownership model is not built for the next chapter? In this episode, host Colleen O'Connell-Campbell sits down with Michael (Mike) Fotheringham, CEO of Taproot, and Robert MacDougall, Board Trustee. Taproot is a 42-year-old national social enterprise with 775 employees and over $65 million in annual revenue. They unpack how and why the organization became Canada's largest Employee Ownership Trust (EOT). Taproot's journey runs from its founding by a laid-off public servant in British Columbia, through a management buyout that created an ESOP with seven shareholders, to the realization that the next succession needed a cleaner, broader, and more scalable structure. Mike and Robert walk through the real story: how a LinkedIn podcast discovery sparked the conversation, why the EOT legislation provided a template that other structures could not, what governance looks like four months into the new model, and why transparency with employees started years before the transaction - not after. Key Takeaways: Taproot was founded 42 years ago by Bill Stelmachek, a former British Columbia public servant, and operates in two domains: children and youth services (including group homes) and direct support for adults with diverse abilities, across BC, Alberta, and Northern Ontario. When Bill decided to exit 18 years ago, he had interest from U.S. private equity and real estate buyers, but chose to sell to employees. Seven employees purchased the company and paid him out over several years, forming an ESOP. That ownership group grew to 30 shareholders over time. The succession challenge resurfaced as major shareholders began approaching retirement. The board explored multiple options - another management buyout, private equity, gifting share certificates to all employees, trust company arrangements, and buy-co structures - but each had significant drawbacks, particularly the administrative burden of managing shares across nearly 800 employees. The EOT conversation began when Mike heard a podcast from Social Capital Partners about the employee ownership trust model, shared it with the board, and connected with Tiara LeTourneau at Rewrite Capital Advisors. A feasibility study confirmed Taproot was a strong fit, and the board green-lit the transaction in January 2025. The EOT's capital gains tax exemption was not the primary driver of the transaction, but became a strong motivator during the process and contributed to 100% of shares being transferred into the trust. The more fundamental appeal was that the EOT legislation provided a clear template - parameters, structure, and guidance - that other models lacked. Governance under the new EOT structure includes three employee trustees (staggered three-year terms, elected by employees), an independent board of directors (confirmed by the trustees), and the management team. These three groups are now more distinct than the previous model, where senior management, majority owners, and the board overlapped heavily. Day-to-day operations have not changed dramatically. Taproot had already been practicing quarterly all-staff financial updates for two years before the transaction - a transparency habit that made the cultural transition smoother. Employees are now waiting for the first year-end to see what dividend distribution looks like. The design and governance work began before the transaction closed, with joint sessions between trustees-to-be, the incoming board, and management to establish how the groups would work together. Four months in, the structure is still being refined - but the right mix of continuity and new perspective is in place. Rewrite Capital Advisors guided the feasibility study, due diligence, and transaction design. Previous Cash Rich Exit Podcast episodes with Rewrite Capital and Firefly Insights cover the technical structure of EOTs in more detail. Taproot's story shows that selling your company does not have to