IES Holdings DEF 14A: Executive Compensation Details

TL;DR

IES Holdings DEF 14A out: exec comp details for FY24, including equity awards.

AI Summary

IES Holdings, Inc. filed a DEF 14A on January 7, 2025, detailing executive compensation and other corporate governance matters for the fiscal year ending September 30, 2024. The filing includes information on equity awards granted to both principal executive officers (PEO) and non-PEO/NEO members for the fiscal years 2021 through 2024.

Why It Matters

This filing provides transparency into how IES Holdings compensates its top executives, which can influence investor decisions and perceptions of the company's management and financial health.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and corporate governance, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 2021-2024 — Fiscal Years Covered (Period for which executive equity awards are detailed in the filing.)

Key Players & Entities

• IES Holdings, Inc. (company) — Filer of the DEF 14A
• 20250107 (date) — Filing date of the DEF 14A
• 2024-09-30 (date) — Fiscal year end for which compensation details are provided
• 2021-10-01 (date) — Start of the earliest fiscal year for which equity awards are detailed

FAQ

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share, at the close of business on

Filing Documents

• iesc-20250106.htm (DEF 14A) — 835KB
• iesc-20250106_g1.jpg (GRAPHIC) — 100KB
• iesc-20250106_g2.jpg (GRAPHIC) — 4KB
• iesc-20250106_g3.jpg (GRAPHIC) — 131KB
• iesc-20250106_g4.jpg (GRAPHIC) — 105KB
• iesc-20250106_g5.jpg (GRAPHIC) — 108KB
• iesc-20250106_g6.jpg (GRAPHIC) — 461KB
• iesc-20250106_g7.jpg (GRAPHIC) — 335KB
• 0001048268-25-000015.txt ( ) — 4371KB
• iesc-20250106.xsd (EX-101.SCH) — 2KB
• iesc-20250106_lab.xml (EX-101.LAB) — 104KB
• iesc-20250106_pre.xml (EX-101.PRE) — 54KB
• iesc-20250106_htm.xml (XML) — 129KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 ELECTION OF DIRECTORS 7 EXECUTIVE OFFICERS 9 BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD 9 CORPORATE GOVERNANCE 12 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 14 REPORT OF THE AUDIT COMMITTEE 16 AUDIT FEES 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 COMPENSATION DISCUSSION AND ANALYSIS 18 202 4 SUMMARY COMPENSATION TABLE 29 GRANT OF PLAN BASED AWARDS 30 OUTSTANDING EQUITY AWARDS AT 202 4 FISCAL YEAR-END 31 OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 20 24 32 SEVERANCE ARRANGEMENTS 32 PAY RATIO DISCLOSURE 36 PAY VERSUS PERFORMANCE 3 7 DIRECTOR COMPENSATION 40 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 42 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 42 RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS 43 ADVISORY VOTE ON EXECUTIVE COMPENSATION 44 APPROVAL OF THE AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN 45 OTHER BUSINESS 50 DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS OF BOARD MEMBERS 50 ANNUAL REPORT 50 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 50 IES HOLDINGS, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION ABOUT THE ANNUAL MEETING WHEN AND WHERE IS THE 2025 ANNUAL MEETING OF STOCKHOLDERS BEING HELD? The 2025 annual meeting of stockholders (the "Annual Meeting") of IES Holdings, Inc., a Delaware corporation (the "Company"), will be held on Thursday, February 20, 2025, at 10:00 a.m. Central Standard Time. This year's Annual Meeting will again be held in a completely virtual format via live audio webcast. You can attend the virtual Annual Meeting via the Internet at www.virtualshareholdermeeting.com/IESC2025 by using the 16-digit control number which appears on your Notice of Internet Availability of Proxy Materials and your proxy card. WHY IS THE ANNUAL MEETING BEING HELD IN A VIRTUAL FORMAT? The Company's Board of Directors (the "Board") believes that the virtual meeting format provides a better opportunity for participation in the Annual Meeting by our stockholders and a cost savings for the Company. The virtual meeting format will increase the number of stockholders who are able to attend the Annual Meeting, by al

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT At the close of business on December 27, 2024, the record date for the determination of stockholders of the Company entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments thereof, the Company had issued and outstanding 20,006,630 shares of Common Stock. The following table sets forth information with respect to the beneficial ownership of our Common Stock as of December 27, 2024 by: each person who is known by us to own beneficially 5% or more of our outstanding Common Stock; our named executive officers; our current directors and nominees; and all of our executive officers and directors as a group. Except as otherwise indicated, the person or entities listed below have sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse. Shares Beneficially Owned Name of Beneficial Owner Number (1) Percent FMR LLC (2) 1,476,238 7.38 % Jennifer A. Baldock (3) 5,377 * Todd M. Cleveland (4) 103,790 * John L. Fouts (5) 7,315 * David B. Gendell (6) 134,104 * Jeffrey L. Gendell (7) 10,957,184 54.77 % Joe D. Koshkin (8) 49,237 * Tracy A. McLauchlin 58,907 * Mary K. Newman 14,325 * Matthew J. Simmes 24,583 * Directors and officers as a group (9 persons) (9) 11,354,822 56.76 % * Less than one percent. (1) For purposes of this table, the number of shares of Common Stock issued and outstanding, and the number of shares of Common Stock held by the directors, as of the record date includes all outstanding director phantom stock units ("Director PSUs"), which convert to shares of Common Stock when a director leaves the Board for any reason. (2) Based solely on information contained in a Schedule 13G/A filed with the SEC on November 12, 2024 by FMR LLC and its direct and indirect subsidiaries. The Schedule 13G/A indicates that FMR LLC has sole voting and

View Full Filing

View this DEF 14A filing on SEC EDGAR