THIRTY YEARS OF FIDUCIARY & FINANCIAL SERVICE EXPERIENCE

Howard Kaplan

Over thirty years management and client advisory experience in the fiduciary trust and financial services industries, encompassing more than twenty-five years representing large regional trust companies and another six years with prominent investment services firms - having spent the last fifteen years specializing in employer securities and ESOP fiduciary services.

REPRESENTATIVE EXAMPLES OF EXPERIENCE

Provided services to more than a hundred ESOP formations, ongoing assignments and sales transactions in the following industries:

· Architectural, Engineering and Construction Firms

· U.S. Federal Agency Contractors and Service Providers

· Insurance Carriers and Agencies

· Retail Grocery, Convenience and Fuel stores.

· Automobile and Component Parts

· General Manufacturing, Distribution and Supply

· Professional Consulting Services

· "B" (or "Benefit") Corporations

Worked on many specialty assignments including:

· Monitored ESOP participant "pass-through" voting for private and publicly-traded companies.

· Served one of the largest professional employer organization’s (PEO) multiple-employer 401(k) plans.

· Provided specialized services to the largest automobile club and insurance company’s 401(k) plan’s stable value portfolio.

· Assigned to replace enjoined plan trustee pursuant to a Department of Labor agreement.

· Participated in Unrelated Business Income Tax allocation negotiations for the the GM Sub-trust of the UAW Medical Benefits Trust.

EXPERT WITNESS EXPERIENCE

Plaintiff's expert supporting ESOP trustee's claim for breach of fiduciary duty against former trustee.
Supported several defendant's decisions to engage in ESOP transactions including one of he largest transactions ever done.
Defendant's fiduciary expert supporting the prudent process concluding in the independent fiduciary's decision to divest employer stock in the General Motors stock-drop case.
Acted as the Independent Fiduciary on behalf of an ESOP to approve a multi-party settlement

PUBLICATIONS, PRESENTATIONS AND LECTURES

"Certificate Program for Non-Professional ESOP Fiduciaries", Beyster Institute, Rady School of Management, UC San Diego, Feb 2019 and Feb 2020

"Process and Procedures - Administering Your ESOP", Beyster Institute, Rady School of Management, UC San Diego, Jan 2020

"Certificate Program for Non-Professional ESOP Fiduciaries", Beyster Program at the Ohio Employee Ownership Center at Kent State University, Sept 2018 and 2019

"Building a Better Board", New South Chapter of the ESOP Association Annual Meeting, Chattanooga TN, February 2020. Orlando, FL Sept 2019 and the NCEO Conference, Apr 2019

"Board Director and Trustee Roles in ESOP Companies, Part 1", ESOP Association Meeting, Las Vegas, NV Nov 2019 and Nov 2018

"Interplay Between the Board of Directors and the Trustee", ESOP Association, Wash DC May 2019

"Valuation and Other Considerations over the ESOP Life Cycle", New South Chapter of the ESOP Association Conference, Orlando FL, Sept 2018

"Getting the Right Board for an ESOP Company", The ESOP Association, Wash DC, May 2018

“Valuation and Communications”, Annual ESOP Association meeting, Washington, DC, May 2017

“Is an ESOP Right for Your Engineering Firm”, American Counsel of Engineering Companies Conference, Washington, DC April, 2017

“A Year in the Life of an ESOP Trustee”, ESOP Association Conference, Las Vegas, NV, November 2016

“Is an ESOP Right for You?”, American Counsel of Engineering Companies Annual Conference, Hawaii, October 2014

“Case Study on Expanding Corporate Governance: Appvion” NCEO Conference, April 2104

“ESOPs and B Corps” ESOP Association Conference, November 2012

“Appointing an Institutional Trustee – Best Practices*” New South ESOP Conference, October 2012

“Duties of an ESOP Trustee” Annual ESOP Association Conference, May 2012

“ESOP Valuation Basics”, NCEO Conference, April 2012

“Internal vs. External Trustee – Crossfire”, ESOP Association Conference, November 2011

“Who Should Act as Your ESOP Trustee?” NCEO Annual Conference, April 2011

“Uses of Company Stock in Qualified Plans” ASPPA Benefits Conference of the South, May 2010

Contributing Author of ESOP Association Fiduciary Handbook Chapter “The Decision to Terminate an ESOP,” 2010

Co-Editor of ESOP Association Fiduciary Handbook, Released 2010

“Employee Participation in Formal Governance: Ideas and Practices”, ESOP Association Conference, November 2009

Featured Speaker at the ESOP Association Annual Board of Directors of ESOP Companies Retreat, September 2009

“Trustee’s Annual ESOP Checklist”, ESOP Association Conference, May 2009

“Internal vs. External ESOP Trustee: Cross-fire”, ESOP Association Conference, November 2008

“Internal vs. External ESOP Trustee: Overview and Potential Conflicts”, ESOP Association Conference, November 2007

“Company Stock: From Tittle to DeFelice”, Reliance Trust Advisor Symposium, August 2007

“Governance and Fiduciary Overview: Potential Conflicts” ESOP Association Conference, May 2007

“The New Investment Advisor Paradigm; Fiduciary Outsourcing”, FEI Employee Benefits Group Meetings, December 2006

“Fiduciary Responsibility; A Corporate Trustee’s Perspective” DAC Conference, April 2003

Also lectured on various course curricula at the Cannon Institute’s Employee Benefits Schools primarily focused on fiduciary, investment and administrative topics relating to trust administration of qualified retirement plans, 1992 to 1996.

MEMBERSHIPS AND AFFILIATIONS

· The ESOP Association (TEA): Fiduciary Issues Committee*, Legislative and Regulatory Committee, Ownership Culture Committee and the Valuation and Appraisal Committee

Howard Kaplan

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REPRESENTATIVE EXAMPLES OF EXPERIENCE

Provided services to more than a hundred ESOP formations, ongoing assignments and sales transactions in the following industries:

· Architectural, Engineering and Construction Firms

· U.S. Federal Agency Contractors and Service Providers

· Insurance Carriers and Agencies

· Retail Grocery, Convenience and Fuel stores.

· Automobile and Component Parts

· General Manufacturing, Distribution and Supply

· Professional Consulting Services

· "B" (or "Benefit") Corporations

​

Worked on many specialty assignments including:

· Monitored ESOP participant "pass-through" voting for private and publicly-traded companies.

· Served one of the largest professional employer organization’s (PEO) multiple-employer 401(k) plans.

· Provided specialized services to the largest automobile club and insurance company’s 401(k) plan’s stable value portfolio.

· Assigned to replace enjoined plan trustee pursuant to a Department of Labor agreement.

· Participated in Unrelated Business Income Tax allocation negotiations for the the GM Sub-trust of the UAW Medical Benefits Trust.

​

​EXPERT WITNESS EXPERIENCE

Plaintiff's expert supporting ESOP trustee's claim for breach of fiduciary duty against former trustee.

Supported several defendant's decisions to engage in ESOP transactions including one of he largest transactions ever done.

Defendant's fiduciary expert supporting the prudent process concluding in the independent fiduciary's decision to divest employer stock in the General Motors stock-drop case.

Acted as the Independent Fiduciary on behalf of an ESOP to approve a multi-party settlement

​

PUBLICATIONS, PRESENTATIONS AND LECTURES

"Certificate Program for Non-Professional ESOP Fiduciaries", Beyster Institute, Rady School of Management, UC San Diego, Feb 2019 and Feb 2020

"Process and Procedures - Administering Your ESOP", Beyster Institute, Rady School of Management, UC San Diego, Jan 2020

"Certificate Program for Non-Professional ESOP Fiduciaries", Beyster Program at the Ohio Employee Ownership Center at Kent State University, Sept 2018 and 2019

"Building a Better Board", New South Chapter of the ESOP Association Annual Meeting, Chattanooga TN, February 2020. Orlando, FL Sept 2019 and the NCEO Conference, Apr 2019

"Board Director and Trustee Roles in ESOP Companies, Part 1", ESOP Association Meeting, Las Vegas, NV Nov 2019 and Nov 2018

"Interplay Between the Board of Directors and the Trustee", ESOP Association, Wash DC May 2019

"Valuation and Other Considerations over the ESOP Life Cycle", New South Chapter of the ESOP Association Conference, Orlando FL, Sept 2018

"Getting the Right Board for an ESOP Company", The ESOP Association, Wash DC, May 2018

“Valuation and Communications”, Annual ESOP Association meeting, Washington, DC, May 2017

“Is an ESOP Right for Your Engineering Firm”, American Counsel of Engineering Companies Conference, Washington, DC April, 2017

“A Year in the Life of an ESOP Trustee”, ESOP Association Conference, Las Vegas, NV, November 2016

“Is an ESOP Right for You?”, American Counsel of Engineering Companies Annual Conference, Hawaii, October 2014

“Case Study on Expanding Corporate Governance: Appvion” NCEO Conference, April 2104

“ESOPs and B Corps” ESOP Association Conference, November 2012

“Appointing an Institutional Trustee – Best Practices*” New South ESOP Conference, October 2012

“Duties of an ESOP Trustee” Annual ESOP Association Conference, May 2012

“ESOP Valuation Basics”, NCEO Conference, April 2012

“Internal vs. External Trustee – Crossfire”, ESOP Association Conference, November 2011

“Who Should Act as Your ESOP Trustee?” NCEO Annual Conference, April 2011

“Uses of Company Stock in Qualified Plans” ASPPA Benefits Conference of the South, May 2010

Contributing Author of ESOP Association Fiduciary Handbook Chapter “The Decision to Terminate an ESOP,” 2010

Co-Editor of ESOP Association Fiduciary Handbook, Released 2010

“Employee Participation in Formal Governance: Ideas and Practices”, ESOP Association Conference, November 2009

Featured Speaker at the ESOP Association Annual Board of Directors of ESOP Companies Retreat, September 2009

“Trustee’s Annual ESOP Checklist”, ESOP Association Conference, May 2009

“Internal vs. External ESOP Trustee: Cross-fire”, ESOP Association Conference, November 2008

“Internal vs. External ESOP Trustee: Overview and Potential Conflicts”, ESOP Association Conference, November 2007

“Company Stock: From Tittle to DeFelice”, Reliance Trust Advisor Symposium, August 2007

“Governance and Fiduciary Overview: Potential Conflicts” ESOP Association Conference, May 2007

“The New Investment Advisor Paradigm; Fiduciary Outsourcing”, FEI Employee Benefits Group Meetings, December 2006

“Fiduciary Responsibility; A Corporate Trustee’s Perspective” DAC Conference, April 2003

Also lectured on various course curricula at the Cannon Institute’s Employee Benefits Schools primarily focused on fiduciary, investment and administrative topics relating to trust administration of qualified retirement plans, 1992 to 1996.

​

MEMBERSHIPS AND AFFILIATIONS

· The ESOP Association (TEA): Fiduciary Issues Committee*, Legislative and Regulatory Committee, Ownership Culture Committee and the Valuation and Appraisal Committee

· The National Center for Employee Ownership* (NCEO)

· Employee-Owned S Corporations of America (ESCA)

· American Society of Pension Professionals & Actuaries (ASPPA)

· American Bankers Association (ABA)

· Foundation for Fiduciary Studies (now FI360)

· Society of Professional Asset-Managers & Record Keepers (SPARK)

· Society of Certified Retirement Plan Specialists (CRPS)

· Cannon Financial Institute, Trust School

· Georgia State Soccer Foundation

· Mosaic Outdoor Hiking Club of Georgia

*Active Membership

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EXPERT WITNESS EXPERIENCE