Why insurance firm owner Bill Graham turned down $230 million

Back in 1962, William A. Graham IV followed his dad into the family insurance firm. He has since built William A. Graham Co. into one of the 50 largest U.S. commercial agencies. The firm’s high-rise looms over City Hall; its agents write policies for builders, factories, hospitals, colleges, and public agencies beyond its hometown. Graham, 76, now figures it’s time to head to “the back of the bus,” as he puts it, and let the team he built own and operate the firm, with its 180 employees and $54 million in yearly sales (up 45 percent from 2011-16).

Instead of selling the company — he says he was offered $230 million — Graham has set up an employee stock-ownership plan (ESOP) to give employees — from clerical workers to specialty underwriters — a share of the action, with extra “merit” shares for top bosses and producers. Graham has set up a trust that will use firm profits to buy out the founder’s shares and transfer them, at no cost, to new employees. They can sell when they retire, or if the firm is later sold. “They don’t pay federal and state income tax, so you’re doubling earnings,” says John Wepler, CEO of MarshBerry, the Ohio firm that advised Graham on the deal.

“This is a pretty mainstream idea” for founders who want to turn their employees into owners, adds James G. Steiker, a Philadelphia attorney who advises ESOPs. Local firms with at least partial ESOP ownership include Wawa, Wegmans, and W.L. Gore & Co., professional firms such as Pennoni Associates and Urban Engineers, and industrial companies such as Modern Group, Omni Cable, and New Age Industries. Graham chose ESOP over faster ways he could have gotten paid. There are 26,000 U.S. insurance agencies, down from 38,000 in 2000, and consolidation is accelerating as prices soar, notes MarshBerry’s Wepler. “The Graham Co. is bucking the trend.”