Stoel Rives | Deeply Rooted Podcast S1E5: Exploring Succession and Generational Change with Kevin Adams, Managing Director for The Mountain Group

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In the latest installment of the Stoel Rives | Deeply Rooted Podcast, titled Exploring Succession and Generational Change, Kevin Adams, Principal and Managing Director of The Mountain Group and Adam Dittman, discuss perspectives on the topic of generational dynamics in legacy timber and agribusinesses, including:

• Strategies to support successful business transfers
• Bringing outsiders into management of family business
• Knowing when it is time to sell

Episode Recap

Exploring Succession and Generational Change

For episode five of the Stoel Rives | Deeply Rooted Podcast, host Adam Dittman sat down with Kevin Adams, Managing Director for the Mountain Group, a northwest-focused consulting company providing business advisory services. Kevin and his team work as project managers and shareholder representatives for mergers and acquisitions. In the episode, Adam and Kevin discussed strategies for successful transfers, the benefits of bringing non-family members into the business for governance, and the dynamics of exiting a multi-generational family business.

Proactively Planning for Generational Change & Creating Smooth Successions

Planning for business succession is always complicated, and the addition of family dynamics plays an important role in creating potential problems and forging solutions. Kevin said, "even in a non-family business setting, you have so many different players that are being affected. The departing CEO, the incoming CEO, the organization, particularly the firm's executives, shareholders, investors, debt holders, in some settings the vendors, customers, the community, all of them are affected by succession. And so it takes a fair amount of work, and the family business has all those extra dimensions."

Considering the extra layer of complexity that family dynamics may play, Kevin recommends creating clear boundaries in separating the business. "I think one of the first things is that the family needs to foster healthy relationships that aren't dependent on the business. It's so easy when you are a CEO of a company to be wholly consumed by the responsibilities of that leadership. And if it's a family business, then a lot of those family relationships are centered around the business. Every family dinner and every family gathering gets consumed by business conversation. It takes intentionality. You have to create business-free zones," Kevin said.

Ensuring that family members' roles and duties are clearly defined is another essential factor that Kevin recommends, which is overlooked. Kevin said, "the second thing that I think sets a family up for successful succession is a family employment policy that only allows employment based on meritocracy. And by meritocracy, I mean that the person has a job that they're both competent for and motivated to fulfill. It is often seen that employment provides economic gifting to families, and that's destructive. If the family has rigorously enforced employment by meritocracy, that builds a healthy culture inside the organization and within the family that provides support for succession."

Bringing in Non-Family Members for Board Oversight of the Business

Host Adam Dittman pointed out that in his experience, family members on the business’s board may not always possess the business acumen and experience to make decisions for the organization in the most efficient way. Adam asked Kevin when the business should consider introducing non-family members to join the board. "First of all, we're assuming a certain scale to the business. A small company will pay $14,000 to $15,000 a year to an outside board member. A larger company might pay $40,000 to $70,000, and a public company will pay over $100,000. These people are taking on real responsibilities, and they have fiduciary obligations," Kevin said based on his own experience, adding, "the family members bring a set of values and a set of legacy issues that I think add strength to a company and a good set of outside directors will appreciate that. One of the things that the shareholders have to do is find a board they trust and not feel like they have to be involved in it to make good decisions. And that's a psychological decision. I find that if they've been able to talk that transition through is a big cornerstone to successful succession."

Knowing When it's Time to Sell

In some situations, the family frictions and tensions that come with generational change in a business may get to a point where the conflict cannot be overcome. Adam asked Kevin to share his view as to when is it time to recommend selling the enterprise rather than prolonging the generational tension.

"There are many financial and emotional elements that come to play in deciding to sell a business. In our experience, it's the emotional side that's usually the driver of the sale," Kevin said. There are also factors specific to specific industries. Kevin said, "financial factors can be important in agriculture in particular. Income from farming operations often is a small portion of what could be earned from selling the land and investing the realized value. Even though the discussions always include stewardship of the land and a desire to preserve legacy farms, there are also the risks the individuals are comfortable managing. And sometimes it's the risks that are the deciding factor."

When family tensions get to the point it is hurting the business, Kevin advises clients to take a step back when evaluating if the timing is right to sell. "It's important to remember that not all businesses are meant to last forever. Everybody quotes the rags to riches to rags in three generations, and probably true. But if you look at regular companies, not family businesses, a 50-year life cycle is a pretty long life cycle. So it's okay if you sell your business or if your business goes away. And that's something families ought to recognize as well. It's not a failure; it's just a transition."

Episode Transcript

Adam Dittman 00:06
Welcome back to the Stoel Rives | Deeply Rooted podcast. I'm your host, Adam Dittman. Today, I'm talking with Kevin Adams, principal and managing director at the Mountain Group about business succession and generational dynamics in the forest and agricultural industries. Welcome to the studio, Kevin.

Kevin Adams 00:47
Thanks, Adam. It's great to be here.

Adam Dittman 00:49
Great. So Kevin, before we jump in, why don't you give our listeners a quick sense of your background in what you and the mountain group do as your day jobs.

Kevin Adams 00:59
The mountain group is a company that's been around since 1996. And we're a small, Pacific Northwest focused consulting company, we do business advisory services, and the bulk of our work is in three areas, we still do a fair amount of turnaround, and that's our roots is in true turnarounds chapter 11 work. We do work with a lot of mergers and acquisitions companies that as project managers, we're not investment bankers, but we are shareholder representatives and we manage the Process on behalf of the shareholders, or the investors that are making the acquisition. And we do a fair amount of family succession. That's a routed to the Pacific Northwest, we only take projects in Oregon, Washington, Idaho, and western Montana. And in that world, it's a lot of Ag, it's a lot of timber. It's a lot of family businesses and family succession is a big issue there.

Adam Dittman 01:49
Yeah, I can I can imagine. I mean, so look, it seems like you mentioned, you know, generational transition, business succession is an ever present consideration. And frankly, I would say tension almost in many privately held businesses, but particularly the ones you mentioned, right in, I suppose my view of that is, you know, by their very nature, their generational, or at the very least, they're heavily populated with family legacy businesses. And in your role, Kevin, I can imagine that you have advised companies who maybe do this quite well, and there are probably more likely those who struggle with it. And that's probably why they reach out to you to talk about it. And so I'm hoping that you can start out today by sharing with our listeners, kind of your first your kind of 10,000 foot level perspective on the importance of proactively kind of planning for generational change in business succession.

Kevin Adams 02:49
You know, Adam, you're right. I mean, successions are always complicated. Even in a non family business setting, you've got so many different players that are being affected the departing CEO, the incoming CEO, the organization, particularly the firm's executives, shareholders, investors, debt holders, in some court situations, in some settings, vendors, customers, the community, all of them are affected by succession. And so it takes it takes a fair amount of work and the family business has all those extra dimensions, if you've got the basic three circles of family business, you know, I'm a member, a member can be a member of a family can be a shareholder, it can be in the management or some combination thereof. And that just adds dynamics and, and issues that are really difficult to parse. Plus, you get the whole fact that somebody is picking from the family, someone to run the business, the family business, which means there are a lot of people that weren't picked. And it's, it's, it's a it's an interesting dynamic, and I'm just dealing with generation One, two, generation two, by the time you start talking about we do we're doing a fair amount of work at the moment with generation four to five or generation three to four. And that that Counsel of cousins is a whole nether set of dynamics. It's tough and then usually at the same time, there's some transfer shares that are taking place there, you know, dad is decide who is going to give the economic ownership to it, you know, I have I started out as a CEO and a family business I ended up becoming the CEO in that family business 3040 years ago, and it was you know, there's all that family dynamics that takes place when the CEO transitions it's a family system is altered. It's a there's always somebody who feels like they should have gotten that that mantle it didn't they didn't get that preferred status that they were they were hoping for. So it's it's a tough deal.

Adam Dittman 04:49
Right, right. Well, and family dynamics, like you say, I obviously play a huge role in this both in creating potential problems but also I presume family dynamics also play an important role in forging solutions to these things. So, you know, I guess you know it from your experience base, you know, and in your opinion for the companies that struggle most with business succession and focus on family business succession, you know, where do you think they tend to go wrong? What are kind of the common the common pitfalls that you observe in your role?

Kevin Adams 05:24
As I like to answer the question kind of in reverse and talk about the things that I see that make for successful successions? You know, I think one of the first things is that the family is foster really healthy relationships that aren't dependent on the business. It's so easy when you are a CEO of a company, to be wholly consumed by the responsibilities of that leadership. And if it's a family business, then a lot of those family relationships are centered around the business, every family dinner, every family gathering gets consumed by business conversation, successful families have intentionally developed relationships with the family members that are based around the business and it takes intentionality, you have to create business Free Zones this holiday, we will not talk business, you have to have regular one on one times with your children. To build those relationships, you have to seek out those relationships, especially with an adult. And if you if you've done that, and you've created those foundations, then that fosters trust, and provides assurance to those people who aren't being picked to be succeed to that they still have a relationship with their with their parents, and that they can rely on that and use it going for. The second thing that I think really sets a family up for successful succession is a family employment policy that only allows employment based on meritocracy. And by meritocracy, I mean that the person has a job that they're both competent for and they're motivated to fulfill. It is often seen that employment is a way of providing economic gifting to family and that's destructive. If the family has rigorously enforced employment by meritocracy that builds a healthy culture inside the organization and within the family that provides support for succession. I also think a real important factor is clear boundaries between what it means to be in the family, be a shareholder and be in management. Family members who aren't in management and aren't shareholders may have some some thoughts or ideas about how the company should be moved forward. But it really isn't their role. It is the role of a shareholder and a manager to decide what direction the company takes. And the shareholder has responsibilities that are limited. It's ultimately the shareholders company, they get to decide values and strategies and the kinds of risks that are taken and the the level of acceptable financial returns. But they don't have the right to determine the operating practices of the business. That's for managers to do, and which family members have both hats, shareholders and managers, they have to know which hat they are wearing it at a moment, and only use the shareholder hat at the appropriate shareholder gatherings and the management hat at the appropriate management gatherings. This can be really tricky. You know, a real common problem we run into is when husbands invested in a business, for example, and the wife is the CEO. And the husband wants to express opinions on which accounting practices are being implemented and how it's being marketed. And the wife has to sit down and build boundaries with her husband and say, Look, you are a shareholder, you have the right to make these kinds of decisions, but not have the AI allow me the right to manage and run this this business the way I see fit. If you have created those kinds of boundaries, and everybody has healthily adopted, that is a great, a great setup for succession. And the last thing I would say is that the CEO has already put in place some system of voluntary accountability that there is a usually that's done with a board of directors, and not an advisory board, but a true board that that sets goals for that CEO, the CEO accepts even though he may be a majority shareholder, and that he is he's accountable to ideally the board is actually the party that runs and manages succession. If even if even if the CEO is involved, having a board there as an intermediary party helps provide a business spin on all of the discussions without letting those family factors overshadow the business factors. Those elements, if you have those elements in place, you've really set yourself up well for succession.

Adam Dittman 09:38
Yeah, well, I mean, that's, that's a great point, Kevin, and I was going to ask you, you know, a lot of times, especially with these legacy businesses, the business is kind of, at least from a public perception standpoint, kind of seen synonymously with the individual personalities behind it, but a lot of times, at least in my experience, I've seen Companies, you know where you know, the family members who are involved right in family members on the board, right may not necessarily possess the business acumen or the background to make decisions, maybe for the enterprise in the most kind of efficient way. And so, you know, you're talking about the importance of a board, and particularly outside directors on a board, you know, at what stage, would you say it's advisable to do that I'm going to cut you off a little bit first and say, obviously, maybe from the beginning might be the very best. But the reality is, a lot of these boards are populated by family members and have been for sometimes decades. And so when is the best stage or how is the best way to introduce the idea of non family members to board membership.

Kevin Adams 10:50
First of all, we're assuming a certain scale to the business mean, you're going to if you're going to, you're going to pay an outside director to be on your board, or you should be paying your outside director be at your board, a small company is going to pay 14 to $15,000 a year a large company, maybe 40 to 70, a public company will pay over 100, these people are taking on real responsibilities, and they have fiduciary obligations that lawyers like yourself will be happy to remind them up. So it's appropriate that they get paid. And to justify spending money on two or three or four outside directors, there has to be a certain scale to the business. And so we're assuming right from the beginning that this this company is 50 to 100 million in revenue or more has a few 100 employees. And I think below that scale, boards become tougher to manage and maybe more cumbersome than their work. But the if you have that kind of a scale of the business, then as fast as you can get important places where you should do it. And I wouldn't just put it, you can't just have one outside director, you have to have at least two And ideally, three people talk in terms of board sizes a five to seven, it's very common to have family business with three outside directors and four family members, a family member on a board has to step up and be willing to commit the same energy and, and learning is necessary. And if you come to it, and your only background is as a warehouse manager, you have to you have to engage and learn the kinds of skills that other board members would have to have the fact that you're a family member doesn't accept you from the responsibilities of a board member or having that education, you just have to you just have to work harder at it. Family members have, oftentimes, especially as you get to generation three, and generation four, outside directors will become the majority and family members become a minority. And I think that's appropriate. The family members bring a set of values to the end and a set of legacy issues that I think really add strength to a company and a good set of outside directors will appreciate that. Well, throughout one more thing is after you have to get a board set up, it's really helpful to have a lead director, I started following this trend about 10 years ago. And then I've really got I was motivated I just a few years ago, by some of the stories that I was hearing about the power of lead directors have used it now in a couple settings, it's really good lead director is one outside director that the entire board gives permission to speak to the family, you know, in a constructive and indirect way. The they take the chairman of the board is usually the exiting CEO or as a family member, this person engages with that individual to make sure the agendas are accurate, to give feedback on family performance to raise issues that are touchy to raise as a group, a lead director, a really professional businessman can be very, very effective addition to the board. Yeah,

Adam Dittman 13:54
I like that I've actually also seen that deployed successfully with certain companies that I've worked with that have, you know, heavy family kind of population, certain surrounding them. And I found that to be, you know, it's a liaison role. But at the same time, you know, it's got the kind of the, the added weight and importance of you know, this is message coming from, you know, a director who's involved in, you know, kind of the, the enterprises are going concern and can kind of translate some of the concerns that may be family concerns or personal concerns into, you know, what is the concern for, you know, kind of from the perspective of the enterprise,

Kevin Adams 14:33
it also can give it can give management another point of contact to the board, which can be helpful. And, and, and actually family members can reach out to a lead director and say things that they want to say that they don't have a chance to So yeah, I think it adds a lot can make when we're coming about boards. Absolutely. It's really it's really common for all shareholders to want to be on a board, especially in that one to two transition or generation two to three transition. And that's a mistake. One of the things That that the shareholders have to do is find a board that they trust, and not feel like they have to be involved in it to get good decisions. And that's a psychological decision, I'm going to trust this group more than it is anything else. But I find that they've been able to walk that transition through is a big Cornerstone to a successful succession.

Adam Dittman 15:24
Yeah, no, I absolutely hear you there. So, Kevin, if I can unpack something, you mentioned a moment ago, when you said it's important, at least to have some family voice, you know, on the board, and you said, it requires, you know, investment from that person, you know, to the same degree that, you know, professional director, you know, might invest in. So, as we talk about generational change in succession, and going from one to two, two to three, three to four, I would think with each level of abstraction, there may be a tendency for the individuals involved to be kind of less and less connected to the business itself for what it is, and rather, you know, maybe view it as just kind of the source of the lifestyle, etc. So, you know, one, one question I have is, you know, what, have you seen work, kind of in terms of keeping the G 2g, 3g, fours interested enough, and kind of apprised enough of what's going on, that they can make that investment and maybe be a family director. I mean, some companies I've seen, they'll, you know, they'll pay family members a stipend to kind of come and attend board meetings and just kind of listened and not really play a role, but learn as much as they can about the company. I'm curious what you've seen and what works I mean, as financial incentive enough here, or is there something more.

Kevin Adams 16:51
So let's, let's also say this isn't just for failure wants to be a member of the board. It's also true if family ever wants to be a shareholder, no shareholder has a responsibility to they elect the board. They are the ultimate authority, it's their company. And, and there's a in a small family business, the shareholder, you know, has to has to be able to read a financial statement, understand the core issues that the company faces. So it is any shareholder needs to have a certain level of education. Yes, two questions. What have I seen what's been effective, what I've seen is a whole variety of options. A lot of companies endeavor to work with their kids, when they're about 12, to 13, a generation when it gets about 12, or 13, bringing them into the company having annual or semi annual business gatherings, having management come and explain the business to them, those can be successful. The financial incentive is is always to show up is always good. There is a inevitability though that by the time you get to generation three and generation four, there's going to be 40 cousins, let's say 10 of them are going to be passionate about the business 30 of them are going to be involved in something else art, sports, medicine, just not interested in business at all. The at that point, they become passive shareholders. And I've seen companies develop non voting stock for those individuals that don't want to engage in the business. So that there they are, they're the most successful families, though, are those that create wealth assets, independent of the family business, the business is a living organism. And the capital that is generated by that was, first of all, be reinvested to sustain the health and growth of that organism. And the family's reliance on that income, especially as you get to generation three, and generation four can produce a real conflict. And, and I oftentimes on the dark side of my business, that chapter 11 we're walking into companies that that, you know, they they've consumed, that they've consumed the body. And that has left in a cripple position. And it's so the, the taking out of that income from the company and putting it into a an investment portfolio or a fun and it's from that portfolio that the income comes that can produce a really powerful tool for dealing with shareholders that are interested in the business because they can still participate in the wealth that's in the portfolio. And they can swap and trade shares out so that those that are interested in the business can be there. Probably the most interesting succession I've ever heard. And it's a Pacific Northwest company. It's not every generation sold all the company assets they sold the companies they sold everything they had, and they gave the next generation their cash proceeds They could then use to pursue whatever endeavors they wanted to pursue. So the company went from industry to industry, this is good enough for four or five generations, other families forcibly require the successor to buy out all those other symbols, if you want to be in charge, you have to leverage yourself to buy out the shares of all your siblings, or customers.

Adam Dittman 20:27
I mean, those are, those are some pretty intense, creative, you name the adjective strategies, I think the one where that you mentioned about separating the, you know, some of the wealth that's generated from the operation of the going concern and putting it into a different vehicle where maybe non non interested for lack of a better term, you know, family members, shareholders, what have you can kind of participate in some of the economic benefit, kind of, without necessarily bearing the same level of responsibility toward the management is a very, very interesting idea. And I'd be curious to see, you know, how many companies would employ a strategy like that, I would have a suspicion that that might be quite successful, and, frankly, reduce a lot of tensions. I mean, I've I, in my experience, I've seen companies, where, you know, you, you have a common example, where, you know, the, the, the non founding generation has grown up with the company as a source of kind of economic or personal support, right, and, you know, classic examples, you know, you have the person you know, nonemployee family member, bring their truck into the truck shop and change out the tires for him kind of free of charge, right. And you can probably name 1000 of those from, from from your experience, too. But I've always just felt that that's the that's probably the wrong way to treat the enterprise. And so it is a very interesting idea that you're that you've seen deployed, just kind of separate that lifestyle, economic provision feature of participation from kind of management and responsibility. features.

Kevin Adams 22:12
Yeah, it's really important, Adam, I think the most debilitating board meets you've probably seen these yourselves is was when Aunt Martha there, it's time to set the dividends for the year. And Aunt Martha depends on the dividends. And the board is trying to the board needs to grow something or repair something or chase an opportunity. But it means that Martha is not going to get her stipend this year. That's not a decision the board should have to make, you know, if the board should be saying, am I giving them an adequate return on capital? Am I providing the right kind of economic returns on the asset base that I have? That's all legitimate. But those other conversation about Aunt Martha quickly devolve in my experience to she doesn't need the money. She just bought a new car. She's got a condo she can sell in Florida. You know, that's not a board level conversation. I don't know if I've ever been in a board meeting like that. Have you received those? Oh, sure.

Adam Dittman 23:08
Yeah, absolutely. And I think honestly, that that is the type of situation that repeats itself over and over to cause frictions family tensions and legacy businesses in you know, timber and agribusiness spaces. I think one question that I have right is okay, so there are methods right that companies can try to successfully manage generational change, business decision making succession, you know, share owner, you know, company ownership succession, but there's also situations, I can imagine you've experienced some of them yourself, where the tension just can't be overcome. And so my question for you is, how do you recognize when that's the case? And what are the kind of the major factors that lead you as a business advisor to decide, okay, it's probably time to recommend selling the enterprise rather than trying to hang on and manage the generational tension much longer?

Kevin Adams 24:08
Adam? That's a great question. There are many financial and emotional elements that come to play in deciding to sell a business. In our experience, it's the emotional side, that's usually the driver of the sale, a majority of owners lack of purpose for holding on to the business, they don't have a passion for continuing its operation. Or perhaps groups of shareholders have developed mutually exclusive and very divergent views on where the company should be go or what it should become. If they're unable to reconcile those differences, and neither side has the wherewithal to buy out the other. A sale is probably inevitable. Financial factors can be important in ag in particular, income from a farming operations often is a small portion of what could be earned from selling the land and investing the realized value. Even here though, you know, the discussions always include stewardship of the land, a desire to preserve Legacy farm the risks the individuals are comfortable managing. And sometimes it's the risks that are the deciding factor. I had a family meet with many Wealth Advisors who constantly encouraged them to sell their farms in the Midwest and invest the money in a stock market showing in many ways how they could earn so much more money by investing in stocks and bonds, then by maintaining their farming operations. When no one in the family wanted to operate the farms any further, the family chose to put it under a professional farm managers control. Rather than sell the farms, they just felt more comfortable with the risks associated with crops rather than the risks of the stock market. And they were very content with this holding and the farms continued into this day. It's gone through one more generational transition. And it may be that the next generation actually does decide to sell the farms. But the emotional factors tend to be the most dominant, and I think legitimate reasons for deciding to sell. Yeah, no, thanks. I

Adam Dittman 25:55
mean, that's very useful. I mean, I think, for the companies that struggle with these issues, that's kind of the ever present specter that kind of floats behind them, enhance them. And I think that, you know, based on, you know, the experiences that I've had with companies kind of in that position, I think it's helpful to kind of hear perspectives like yours about well, when is it time that that specter actually taps me on the shoulder and scares me into taking action on selling the company, but you don't

Kevin Adams 26:23
want to do is wait so long that you can't fix what's broken, sometimes dysfunctions allowed to continue to the point where it hurts the business. The other point I'd make there, Adam, is, it's important to remember that not all businesses are meant to last forever. Everybody quotes the rags to riches to rags and three generations quote, and, and that's, that's probably true. But if you look at regular companies, not family businesses, a 50 year life cycle is a pretty long life cycle. So it's, it's okay, if you sell your business or if your business goes away, it served, it's served its time and it sees it. And that's, that's, that's something that families ought to recognize as well. It's not it's not a failure, it's just a transition.

Adam Dittman 27:05
Well, Kevin, I really appreciate you coming in today and telling our audience, you kind of your perspectives on these issues. I mean, you know, again, I think with, especially with family and legacy businesses and the industries that we serve, you know, these are things that they think about is some some people probably think about them more than they would like to, but we appreciate your perspective, it's always a real pleasure to hear kind of what you're seeing in the market, and kind of your views on ways to, to sort these issues out. Kevin, is there is there anything any other parting thoughts that you'd want to share with our listeners today?

Kevin Adams 27:43
I guess there's I have to one is, if you're if you're the CEO, and you're planning succession, I think the most important thing you can do is to set a date. And say I'm going to do it by x date, and then begin assessing where your where your family's relationships are at and start to build towards that, that succession date. And that also means you have to start planning for your activities after that date, so that you have something to fill your life with. That the, the setting of the date, and the care and feeding posts exit are really important steps for the exiting CEO to take that the second thing I often get asked for is how do I get the founder to, to, to, to plan for succession? We've had a couple of situations where people in their 80s, even 90s have called and said, Everybody tells me I need to think about succession. I don't want to but what should I do? You know, the children are the ones obviously, that are trying to hire me to do this. And I keep telling every one of them guys, it is the shareholders business. And if the shareholder is the CEO, and they don't want to succeed, you know, that's the Prince Charles problem. It's just it's not it's not going to happen. And you need to accept and recognize that and plan your life accordingly.

Adam Dittman 29:03
All right, well, thanks, Kevin. Thanks. Again, I'm always so impressed by the creative perspectives and kind of level headed approach you take to, to answering tough questions like this. They're not easy and they play a lot of businesses. So again, you know, thanks for coming. I appreciate your thoughts on it. I'm sure the mountain groups clients appreciate your thoughts on it, too. So, appreciate it. Thanks for joining

Kevin Adams 29:24
us always great talking to you.

Adam Dittman 29:27
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