Elements of ownership

Employee co-op takes over Wilton publisher Earth Sky + Water as founder retires

He had room to expand after relocating to a mill building in Wilton.

“And here I am, 25 years later, with a dozen employees, and a $3 million business, and thinking, ‘you know, I can’t do this forever,’” Lewers recalls thinking.

But selling to a larger publishing company didn’t appeal to him.

“I knew book publishers who were interested in buying my company, but naturally I was worried what they would do with it,” Lewers says in an email.

After reading about other successful workers cooperatives, he landed on the best exit plan: selling the company to his employees.

In early 2025, Lewers called the nonprofit Cooperative Development Institute, based in Northampton, Mass. CDI provides business, management, financial and workforce assessments to help owners understand company valuation, and connects prospective owners with lenders for financing and lawyers’ representation during the transaction.

After speaking with Lewers and viewing the company’s financials, Rob Brown, program director of CDI’s Business Ownership Solutions Program, said the company was an “ideal candidate.”

Speaking through CDI Communications Director Heather Holland, Brown says, “Selling to your workers is a great option to consider. They’re the buyer that’s right under your nose.”

Brown talked Earth Sky + Water employees through the process, helping them form a steering committee.

“We were opened up to a whole new world. We went through due diligence, and came up with a whole business plan and all the financials that the CFNE wanted. We started learning about bylaws, how we would structure ourselves legally and how co-ops work. Everyone took notes and did their homework,” Lewers adds.

After negotiating a price in 2025, they secured financing.

Lewers says about two-thirds of the loan was financed by the Cooperative Fund of the Northeast (CFNE), a nonprofit specializing in funding similar cooperatives.

According to Earth Sky + Water General Manager Heather Carver, the company officially became an employee-owned worker cooperative on April 1.

“We all got together and hammered out, quite amicably, the documents that were necessary,” Lewers adds.

CFNE Deputy Executive Director and lending director Dorian Gregory was involved with the underwriting for Earth Sky + Water’s loan.

“We like to get involved early in the process, so folks can get to know us and we can get to know them and watch their evolution,” Gregory says.

The place-based, mission-driven company prefers to build a relationship with the borrower.

“We want to learn about the business. We care that the borrower meets our mission, meaning they’re cooperative, and even better if they’re a cooperative that’s supporting good jobs with good wages, or affordable housing, or affordable access to healthy food,” Gregory says.

Brown explains that a worker cooperative is directly owned and controlled by them, for their own benefit. Workers get to keep their jobs and protect the company while sharing in the profits.

“Ownership is determined by eligibility requirements in the bylaws, and it is open to all who are eligible. The workers buy one share, and they can only buy one share, and they have one vote, and it is direct ownership,” Brown writes.

Employee owners can also take on additional work on top of their daily tasks, be internally promoted into a leadership position or become board members.

“(Board members will) have officer roles and be part of a team of people governing the business, setting strategic direction, (and) overseeing management,” Gregory says.

Brown says this structure is ideal for smaller-sized companies.

“It takes a lot more planning and buy-in from the workers, but that work ultimately leads to a greater sense of responsibility and care for the success of the business,” Brown says.

CFNE Executive Director Micha Josephy compares a workers cooperative to an employee stock ownership plan (ESOP), a retirement plan that’s held in trust for worker-owners.

ESOPs serve as a retirement plan, like a 401K; but company stock is held in a trust. ESOP workers don’t buy those shares; instead, they are granted them, Brown says.

Since ESOPs are governed by federal regulations, Josephy says the model can be pricey for small businesses and is a better fit for moderate- or larger-sized businesses. (NH Business Review, part of Yankee Publishing, is a member of an ESOP.)

CFNE has financed about 40 cooperatives in New England over the last 10 years, but only two, including Earth Sky + Water, have been in New Hampshire.

According to the National Cooperative Business Association (NCBA) / CLUSA International, there are four other cooperatives in New Hampshire: Monadnock Food Coop in Keene; Littleton Consumer Cooperative Society in Littleton; CCA Global Partners in Manchester; ROC USA in Concord, a resident-owned community; and Warrenstreet Architects in Concord.

Worker-owned cooperatives are democratic by nature, Josephy says. Along with equal shares, each member gets one vote in pivotal company decisions regarding borrowing money, involvement in future strategy plans, policy and budget decisions and more.

“Earth Sky + Water is not coming together as a group to decide what color to paint the bird, right? It’s a big decision. That’s where, for some of the mid- and large size coops, the members will all elect a board to then govern the co-op,” Josephy says.

Lewers is among a significant wave of retiring older Americans, or baby boomers (informally dubbed the silver tsunami) who want to sell their business but keep his its identity safe, and local.

“(Earth Sky + Water) fits within this regional trend, and really a national trend around demographics. Often the kids of the owners don’t want to buy it, and so the jobs and the business is often at risk if a regional competitor or private equity were to gobble them up,” Josephy says.

“A lot of their wealth is tied up in their business, and not always is there an easy option out,” Gregory adds.

This model takes some commitment from everyone involved.

“It takes a lot more planning and buy-in from the workers, but that work ultimately leads to a greater sense of responsibility and care for the success of the business,” Brown says.

Lewers says prospective Earth Sky + Water employees must work there for two years and take a course on how workers cooperatives function. They also pay a “fee,” decided on by the co-op, (“not an exorbitant amount,” Lewers says). The money is kept in escrow. If the business is profitable, then members can benefit from profit-sharing, install policies to improve safety or possibly implement higher wages.

Since employee ownership began in April, Carver says the company is on a positive new path.

“We’re still relatively early in the process. In some ways, it has changed dramatically. In other ways, almost nothing has changed,” Carver says in an email.

Carver says all but one eligible employee became an owner-member. An additional employee was hired to the sales team in August.

Carver, who had worked there for seven years in sales and online marketing, became general manager right before the transition. The company also has an eight-member board of directors, a new management structure, and new roles and responsibilities.

“Each cooperative member has one vote, giving employee-owners a voice in the governance of the company.

Behind the scenes, we’re learning about governance, cooperative principles, and what it means to make decisions as employee-owners,” writes Carver, who oversees daily operations and strategic planning, and works with the board.

“It’s been both challenging and exciting to take on that broader scope of work to shape the next chapter of the company,” Carver says.

Carver says initially, employees questioned financing a worker’s cooperative and whether they would have to leverage their home and personal property. But the more they learned, the more appealing it became, Carver says.

“We wanted to preserve our jobs and keep Earth Sky + Water here in Wilton. There was the opportunity to have a personal stake in the company’s future. What initially seemed like a lot of unknowns started to feel like an amazing opportunity for both the employees and the future of the company.”

Employees’ perspectives about the company have also changed, Carver says.

“We’ve all become more thoughtful about how we spend money, how we use our time, and how our individual decisions will impact the company as a whole.

It’s still early, but that shift in mindset is one of the most noticeable changes,” Carver says.

Blazing a new path for Earth Sky + Water meant avoiding possible liquidation and closure.

Lewers says the alternative would have been selling to Random House or Globe Pequot, leaving his employees in the immediate lurch.

“The employees would have been here for a few months, and then it would have all moved to Tennessee or San Francisco or whatever,” Lewers says.

Carver says employee owners now feel a larger sense of ownership and accountability.

“We are taking that new sense of ownership seriously,” Carver says.

Josephy says small-business owners might not realize a workers cooperative could be a viable “succession plan,” but adds it can also be lengthy and time-consuming, something a future retiring owner might not have the bandwidth for.

“Most business owners are not engaged in exit planning. They’re so busy running the business; it’s intense work. People just don’t think about it,” Josephy says.

To remedy that, CFNE takes a community-based approach to their lending, providing educational training around exit planning and employee ownership. It also works with public and private economic developers around New England.

“Helping to weave together the networks so that we can support each other in all of our communities is a really important and powerful piece of this,” Josephy says.

He hopes more companies learn about this option in the future.

“Awareness is, I think, the first major bottleneck. The more companies that do this, the more, frankly, that the media reports on it, and the more other business owners and workers say, ‘Oh, this might be the future for me in my business,’” Josephy says.

Lewers called this opportunity a “purple squirrel” — a perfect fit for the company.

“People don’t know about it, and yet, at least to our minds, to my mind, to the employee, this was an ideal alternative for us,” Lewers says.

For now, Lewers is staying on with the company to handle some of the tasks he knew well but that other employees didn’t.

Carver is also personally connected to the company. “I care deeply about the company and the people who work here. Being part of a team that is now responsible for carrying the business forward is both a tremendous responsibility and an exciting opportunity. We’re not just preserving what has been built over the past 26 years — we have the opportunity to shape what comes next,” says Carver.

The company has several new FoldingGuide titles at the printer about subjects like snowflakes, clouds, ferns, and bats of western North America.

Lewers now feels his business is in good hands. “I’m delighted this worked out, and I’m delighted to still be working here, not indefinitely, but for a while. It’s quite gratifying to have pulled this off,” Lewers says.

“I’m incredibly excited to see where we can take it,” adds Carver.

Visit Earth Sky + Water at earthskywater.net.