The Professional Fiduciary Services Group serves as an unbiased, independent fiduciary or trustee to mid-market institutional investors including ESOPs and retirement trusts. The firm was formed in 2007 and has been growing rapidly ever since. Transaction values have ranged from under $1,000,000 to over $250,000,000. We work with a variety of investment bankers, custodians, and money managers in an open architecture environment. Many of our clients are based in the upper mid-West; however, satisfied clients have referred us to new relationships on both coasts and the Southwest. Roles include transactional fiduciary, fiduciary committee member, independent board of director member, and ESOP trustee.
Mickey Maier is the President and founder of Professional Fiduciary Services LLC based in Milwaukee, WI. He serves as an independent transactional fiduciary, ongoing trustee, or board member for a number of ESOP companies. He has been actively involved in the retirement planning, trust banking, investment advising and financial services businesses for thirty years serving as a technical expert, business manager, business owner and fiduciary. Mickey is an active member of The ESOP Association and the National Center for Employee Ownership.
Kyle Spader has a CPA, CMA and tax background and has served in both CFO and Division President roles with a large 100% ESOP. With an affinity for ESOP’s and a strong fiduciary mindset, Kyle has a wide variety of experiences that make him uniquely qualified to assist in both ongoing ESOP trustee assignments, due diligence and ESOP transaction support assignments.
Kyle has experience as both an internal and external ESOP Board member, internal trustee, executive leadership of an ESOP company and practical business experience as a P & L manager. Kyle's experience with both buy and sell side merger and acquisitions as a business leader and as a consultant make him uniquely qualified to assist in due diligence, negotiation and transaction closing assignments.
Gina Ryan has been CEO of a number of not-for-profit organizations. She was dean of finance and administration for the American Society of Association Executives School of Association Management at the University of Maryland University College. She was an associate at the Emjay Corporation pension-planning firm, initially with its founder, Marian Jane Maier, and later, managing IRS compliance projects with corporate counsel and later president, J Michael Maier.
Gina has overseen major technology upgrades with organizations she headed, and has been a board member of the New York Society of Association Executives. She was board chairman of the Conference of Podiatry Executives.
As a consultant to associations and businesses in transition, Gina has served as an interim executive, conducting board orientations, strategic planning and organizational assessments. She has been affiliated with Professional Fiduciary Services, LLC since May 2015.
Monica joined Professional Fiduciary Services in June of 2018 and has taken on the role as Executive Assistant. She manages all administrative and operational aspects of the business, including billing, client services and scheduling. Monica studied economics and philosophy at Fordham University and has many years of experience in both the for-profit and non-profit industries. Monica worked at Lehman Brothers in New York City with the Private Client Services division and Middle Market Institutional Sales where she was involved in equities sales trading and account management for hedge fund, arbitrage and high net-worth clients. She was licensed by the NASD with both Series 7 and 63 licenses.
Monica also has extensive work experience as an entrepreneur in administration, bookkeeping, marketing, client relations, design and business management. She has been a volunteer for her children's schools, athletic programs and as a dance teacher for the YMCA Dance Company competition team.
The Trustee acts as the buyer in an ESOP transaction. After the transaction, the Trustee acts as the shareholder on behalf of the plan participants. The Trustee is a fiduciary under ERISA and is held to a high fiduciary standard in acting in a prudent manner in the best interests of the plan participants. The Trustee and their financial and legal advisors are independent of the seller and the company sponsoring the ESOP.
Professional Fiduciary Services Group (PFS) acts as the Trustee for the ESOP transactions and is often retained to provide ongoing Trustee services. John Michael Maier JD is the President and owner of PFS, and has been advising and acting as a fiduciary since 1984.
He started his career as corporate counsel for Emjay Corporation, a leading retirement plan trustee and administrator. He progressed through the management ranks and eventually became President and CEO. Maier led the acquisition of Emjay by Wells Fargo Bank and ran the company for Wells Fargo for five years before leaving for entrepreneurial opportunities. Maier established and ran Emjay’s Trust Investment Committee and Trust Administrative Committee. He also served on the Wells Fargo national Trust Investment Committee. Emjay was Trustee for over 100 ESOP transactions and Maier had the final approval authority on each of those plans.
Maier did his first leveraged ESOP transaction in 1985 and serves as Trustee for that client which is now a very successful 100% ESOP owned manufacturing company. Maier and PFS have completed over 75 ESOP and fiduciary assignments since PFS was formed in 2007. Maier also serves on the board of directors of three ESOP companies. The value of the employer stock assets involved in these transactions ranged from under $1,000,000 to over $250,000,000. Complexity ranges from straightforward non-leveraged minority purchases to complex multi-stage leveraged corporate transactions.
PFS starts an ESOP transaction by first engaging experienced ESOP counsel to draft the ESOP plan document and the stock purchase and ESOP loan agreements. PFS also engages an experienced ESOP valuation firm as financial advisor to the Trustee to prepare the valuation report and fairness opinion for the transaction. PFS issues a comprehensive due diligence document request.
Many times some of the documents requested are not available or not relevant to the client’s business. PFS reviews the request with the client to focus on what is relevant and available in order to build a context for understanding the valuation report and negotiating the transaction.
Following analysis of the due diligence documents, PFS makes a site visit to the company and interviews key managers and advisors. After building that knowledge base regarding the company, PFS is in a position to efficiently review, negotiate and execute the ESOP transaction. After the transaction, the Trustee approves the annual stock valuation, reviews the nominating committee report, and votes for the board of directors, in addition to carrying out Trustee responsibilities written in the ESOP document.
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1841 North Riverwalk Way
Milwaukee, WI 53212
Professional Fiduciary Services, LLC
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