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ESOP Boot Camp, Part 6: ESOP Valuation Explained Simply
ESOP Radio
Chapters
0:00
Welcome to ESOP Boot Camp Part 6
0:26
Overview: Three keys to understanding ESOP valuation
0:38
What type of buyer is an ESOP?
1:47
Fair market value and valuation ranges
2:09
How cash flows drive value
3:25
Cost of capital and EBITDA multiples
5:15
Real-world valuation example
5:32
Who sets the ESOP value?
6:12
Independent valuation firms and trustees
6:28
Price vs. value explained
8:16
Regulation and fiduciary oversight
9:03
Why valuation is a moving target
10:44
Final recap and key takeaways
ESOP Radio
ESOP Boot Camp, Part 6: ESOP Valuation Explained Simply
Feb 11, 2026
Season 1
Episode 8
Menke
How is an ESOP valuation actually determined?
In Part 6 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt break down ESOP valuation in simple, practical terms. This episode explains how fair market value works in an ESOP transaction, why cash flow drives value, and who ultimately determines the final price.
The discussion covers the difference between “price” and “value,” the role of independent valuation firms, and how trustees negotiate on behalf of employees to ensure transactions occur at arm’s length and at fair market value.
Topics covered include:
- What it means for an ESOP to be a fair market value buyer
- Why ESOPs are fundamentally cash flow buyers
- How EBITDA multiples are built from cost of capital
- The role of projections, financial history, and market comparables
- Who sets ESOP value in a transaction
- The trustee’s fiduciary responsibility
- The difference between value and price
This episode is designed for owners, CEOs, and CFOs who want a clear framework for understanding how ESOP valuations are determined before entering negotiations.
Learn more:
- ESOP Radio: https://www.menke.com/esop-radio/
- ESOP Boot Camp: https://www.menke.com/esop-boot-camp/
- Confidential feasibility review: https://www.menke.com