How CEO and founder Judy Faulkner is ensuring Epic stays Epic long-term.
A Story for Future Generations
Those who know Epic understand that Epic is, well, epic, especially when it comes to maintaining its values, focusing on customers and their patients, and maintaining employee ownership. To continue that for future generations, our CEO and founder Judy Faulkner has created trusts to control a supermajority of Epic’s voting stock upon her death while donating nearly all her wealth to charity.
Control of Epic after Judy Dies (But Don’t Think She is Going Anywhere Soon)
- Corporate Structure. Epic’s common stock consists of Class A voting stock and Class B non-voting stock with roughly 1 share of Class A voting stock for every 99 shares of Class B non-voting stock. That means the voting control of the company is vested in Class A shares and the vast majority of the value of the company is vested in Class B shares.
- Judy’s Trust Will Control Supermajority of Class A Voting Stock. Judy established a trust to own Class A shares. This trust continues in perpetuity. Immediately upon Judy’s death, that trust will own more than 70% of all Class A voting stock of Epic.
- Voting of Epic Stock Under This Trust Controlled by Epic Employees and Judy’s Family. All decisions by the trust concerning the voting of its Class A shares are controlled by a group consisting of Judy’s family members and long-tenured Epic employees. That control will continue in perpetuity with successor provisions. A majority of that group will always be long-tenured Epic employees.
Preserving Epic as Epic
- Rules Governing Voting. The group voting Epic stock is subject to various rules Judy has specified in the trust to preserve perpetually Epic’s values and unique Epic culture for Epic, its customers (and their patients), and its employees.
- Not Going Public or Being Acquired. For example, the group must vote the Class A stock against transactions that would result in Epic going public, being acquired, or engaging in other similar corporate transactions, which could reduce the trust’s control and thereby undermine its ability to preserve Epic’s values and culture.
- Other Rules to Retain Specific Aspects of Epic’s Culture. Other rules under the trust are recommendations which address specific aspects of Epic culture, such as keeping an inspiring campus design.
- Oversight by Healthcare Organizations. To ensure the voting group follows the rules, a group of healthcare organization leaders enforce the trust provisions. Those leaders have limited terms, with provisions for the selection of their successors.
Helping Charities and Epic and Epic Employees with Class B Non-Voting Stock
- Judy’s trusts will donate almost all of the value of her Class B stock to charitable organizations over time after her death, a process she has already followed during her lifetime for many years.
- Epic will be able to repurchase these shares from the trusts over time, meaning that additional Class B shares will be available for issuance under the employee stock option plan or plans.
