Form 4: IES Director Cleveland Increases Stake with Phantom Stock

IES Holdings Director Todd M. Cleveland acquired 68 Phantom Stock Units as part of his retainer, increasing his total beneficial ownership to 87,248 units.

Summary

• Todd M. Cleveland, a Director of IES Holdings, Inc. (IESC), acquired 68 Phantom Stock Units (PSUs).
• This transaction occurred on October 1, 2025.
• The PSUs were granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Mr. Cleveland elected to receive these PSUs in lieu of common stock or cash for a portion of his retainer.
• Each PSU converts into one share of IES common stock upon Mr. Cleveland's departure from the board or a change of control as defined in the plan.
• Following this transaction, Mr. Cleveland beneficially owns 87,248 PSUs.

Sentiment

Score: 7

Explanation: The acquisition of Phantom Stock Units by a director, even if in lieu of cash, generally indicates alignment of interests and confidence in the company's long-term prospects. It's a positive signal for corporate governance and insider ownership.

Positives

• Increased beneficial ownership by a director, aligning management interests with shareholders.
• The use of Phantom Stock Units as part of director compensation incentivizes long-term commitment and performance.

Negatives

• The acquisition was not a direct cash purchase, but an election in lieu of other compensation, meaning no new capital was invested by the director.

Future Outlook

The Phantom Stock Units are designed to convert into IES common stock upon Mr. Cleveland's departure from the board of directors or a change of control, linking future share ownership to specific corporate or personal events.

Industry Context

The use of equity-based compensation, such as Phantom Stock Units, for directors is a common practice in publicly traded companies to align the interests of board members with those of shareholders and to incentivize long-term value creation.

Related Party Transactions

• The acquisition of Phantom Stock Units by Director Todd M. Cleveland as part of his retainer constitutes a related party transaction, as it involves compensation from the issuer to a member of its board of directors.

Stakeholder Impact

• Shareholders: Benefits from increased alignment of a director's interests with shareholder value through equity ownership.
• Management: The director's compensation structure is tied to the company's long-term performance.

Next Steps

• Conversion of Phantom Stock Units to IES common stock upon Mr. Cleveland leaving the board of directors.
• Conversion of Phantom Stock Units to IES common stock upon a change of control as defined in the 2006 Equity Incentive Plan.

Key Dates

Keywords

IES Holdings, IESC, Todd M Cleveland, Form 4, insider transaction, phantom stock units, director compensation, equity incentive plan, beneficial ownership