Key Takeaways

BioWorks chose an Employee Ownership Trust to preserve its culture, independence, and long-term mission.
CEO Bill Foster rejected a traditional sale because he wanted to protect employees and the company's unique culture.
Foster initially explored an ESOP but concluded that an EOT better aligned with his goal of perpetual employee ownership.
BioWorks added an employee-elected board member and expanded employee participation in governance.
The company redesigned its profit-sharing program to distribute profits equally among employees.
BioWorks combined its EOT with a Stock Appreciation Rights (SARs) program to help employees build long-term wealth.
EOT Advisors helped BioWorks design and implement an ownership structure tailored to the company's values and succession goals.

BioWorks’ Employee Ownership Trust: How Bill Foster Preserved Culture, Independence, and Employee Ownership

"There's got to be a better way to run a company."

That realization ultimately led BioWorks CEO Bill Foster to pursue an Employee Ownership Trust (EOT) rather than a traditional sale or even an ESOP.

For Foster, the decision was deeply personal. After helping lead a management buyout of BioWorks in 2010, he spent years fielding acquisition offers from private equity firms and strategic buyers. While those offers may have created opportunities for shareholders, Foster worried about what would happen to the employees who had dedicated their careers to building the company.

"I just kept envisioning the employees," Foster explained. "What am I going to tell them? They have committed their career to BioWorks."

Rather than pursuing a conventional exit, Foster began searching for a succession strategy that would protect the company's culture while rewarding the people who helped create its success.

From Management Buyout to Employee Ownership

BioWorks was founded in 1993 to commercialize biological crop protection technologies developed through Cornell University research. The company develops biologically based alternatives to traditional chemical pesticides and serves growers throughout the horticulture and specialty agriculture industries.

Foster joined the company in 1998 and later helped lead a management buyout that transferred ownership from a large shareholder group to a small group of managers.

"We approached the board in 2007 and said, 'We're interested in buying the company.'"

After a lengthy 28-month negotiation process, Foster and four partners acquired the company in 2010 through a highly leveraged management buyout. Over the following years, they paid down the acquisition debt and eventually consolidated ownership among just two owners.

While the transaction gave management control of the company, it also created a new challenge: determining how ownership would eventually transition again.

Why a Traditional Sale Wasn't the Right Fit

Like many successful business owners, Foster received frequent acquisition inquiries.

"I still get calls if not every week, probably every other week from some private equity company."

But unlike many founders and owners, he never viewed those offers as particularly attractive.

The issue wasn't valuation. It was culture.

BioWorks had spent decades building a workplace centered around employee development, environmental stewardship, and long-term relationships. Foster feared that a traditional acquisition would eventually dismantle those qualities.

"The culture at BioWorks is the most important thing to me."

Potential buyers often promised autonomy.

"They'd say, 'For the first five years, we're going to treat you as a standalone company.'"

Foster was skeptical.

"The last thing I wanted to do was destroy that culture."

Why Bill Foster Chose an EOT Instead of an ESOP

Before discovering Employee Ownership Trusts, Foster initially focused on ESOPs.

"I went to an ESOP conference in Arizona probably seven or eight years ago thinking ESOP, ESOP, ESOP."

What changed his thinking was learning that even an ESOP-owned company could ultimately be sold.

After reading about the sale of New Belgium Brewing, Foster began asking questions.

"I remember that just created a pit in my stomach."

If a future acquisition offer became large enough, an ESOP trustee could ultimately be obligated to support a sale.

For Foster, that outcome conflicted with his vision for BioWorks.

"To me, it's the people that helped build the company that should be rewarded with ownership."

When BioWorks' attorney introduced him to the Employee Ownership Trust concept, he immediately saw the difference.

"It's like, that's it. That's exactly what we want to do."

Building Employee Ownership Beyond the Trust

The EOT transaction became a platform for broader changes throughout the company.

One of the first governance changes was the creation of an employee-elected board seat.

"We've actually added a third board member. He's elected by the employees."

The company also redesigned its profit-sharing program.

Historically, bonuses were tied to compensation levels. Employees with higher salaries received larger profit-sharing allocations.

BioWorks replaced that model with equal profit sharing.

"If there are 10 people in the company and we made a hundred bucks, everybody gets ten dollars."

For Foster, this reflected a simple principle.

"It's the team that's creating the value of the company."

Combining Employee Ownership with Wealth Creation

One common criticism of EOTs is that employees do not receive individual share accounts like they would in an ESOP.

BioWorks addressed this by pairing its EOT with a Stock Appreciation Rights (SARs) program.

Every employee receives SARs grants, and the company is expanding the program to create greater long-term wealth opportunities.

Foster hopes that long-term employees will eventually accumulate between $100,000 and $250,000 in appreciation value over the course of their careers.

"We want to be able to create this opportunity that when someone leaves BioWorks after working here for 15 or 20 years, they're looking at meaningful appreciation in value."

The result is a hybrid model that combines the stability of an EOT with direct wealth-building opportunities for employees.

How EOT Advisors Helped Structure the Transition

BioWorks became one of the earliest U.S. companies to adopt an Employee Ownership Trust.

Working with EOT Advisors, Foster designed a structure that prioritized employee ownership, cultural preservation, and long-term independence.

The flexibility of the EOT model allowed BioWorks to customize governance, profit sharing, employee representation, and wealth-building programs in ways that would have been difficult under more rigid ownership structures.

For Foster, the trust wasn't simply a succession plan. It was a way to permanently align ownership with the people who help create the company's success.

A Better Way Forward

Looking back, Foster believes the EOT provided an answer to a question he had been asking for years.

How can a company reward employees, preserve culture, remain independent, and continue pursuing its mission after the current owners step away?

For BioWorks, employee ownership became that answer.

As Foster put it:

"There's got to be a better way. There's just got to be a better way to run a company."

About EOT Advisors

EOT Advisors is the first U.S. financial services firm dedicated to Employee Ownership Trusts. Working with business owners in all 50 states, the firm guides each sale from start to finish: advisory, valuation, tax planning, financing, legal coordination, and trust administration.

To learn whether an EOT is the right path for your company, schedule a free consultation or call (800) 289-9865.