Form 4: IES Holdings Director Acquires Phantom Stock Units

IES Holdings Director Jennifer A Baldock acquired 67 Phantom Stock Units as part of her retainer, convertible to common stock upon specific events.

Summary

• Jennifer A Baldock, a Director of IES Holdings, Inc. (IESC), acquired 67 Phantom Stock Units (PSUs) on October 1, 2025.
• These PSUs were granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Ms. Baldock elected to receive these PSUs in lieu of cash or common stock for a portion of her retainer.
• Each PSU converts into one share of IES common stock upon Ms. Baldock's departure from the board of directors for any reason, or upon a change of control as defined in the 2006 Equity Incentive Plan.
• Following this transaction, Ms. Baldock directly beneficially owns 5,454 shares of Common Stock and indirectly owns 375 shares of Common Stock held in a Family LLC, where she is a co-manager.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction where a director elected to receive equity compensation, indicating continued alignment with the company's long-term prospects. This is generally a neutral to slightly positive signal.

Positives

• Director Jennifer A Baldock's election to receive Phantom Stock Units (PSUs) in lieu of cash for her retainer demonstrates a commitment to equity-based compensation, aligning her interests with long-term shareholder value.
• The acquisition of PSUs increases the director's equity exposure to IES Holdings, reinforcing her stake in the company's future performance.

Negatives

• The Phantom Stock Units are not immediately convertible to common stock, meaning the director does not receive immediate cash or liquid shares from this portion of her retainer.

Risks

• The conversion of Phantom Stock Units into common stock is contingent upon specific future events, such as the director's departure from the board or a change of control, which introduces a timing uncertainty for liquidity.

Future Outlook

The Phantom Stock Units acquired by the director are designed to convert into IES common stock upon specific future events, including the director's departure from the board or a change of control, aligning future compensation with long-term company performance.

Industry Context

Equity-based compensation, such as Phantom Stock Units, is a common practice in corporate governance to align the interests of directors and executives with those of shareholders, encouraging long-term value creation. This transaction reflects a standard approach to director remuneration within the industry.

Comparison to Industry Standards

• The use of Phantom Stock Units (PSUs) as a component of director compensation is a widely accepted practice across various industries, including the electrical and infrastructure services sector, aligning director incentives with shareholder returns.
• The structure, where PSUs convert upon board departure or change of control, is a common design for deferred equity compensation, similar to plans observed in comparable publicly traded companies.

Corporate Governance

Related Party Transactions

• Jennifer A Baldock indirectly beneficially owns 375 shares of Common Stock held in a Family LLC, where she serves as a co-manager. This indirect ownership is a disclosed related party holding.

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with long-term shareholder value through equity-based compensation.
• Management: The compensation structure for directors, including equity components, supports the overall corporate governance framework.

Next Steps

• The Phantom Stock Units will convert to IES common stock upon Ms. Baldock's departure from the board of directors for any reason.
• The Phantom Stock Units will convert to IES common stock upon a change of control as defined in the 2006 Equity Incentive Plan.

Key Dates

Keywords

IES Holdings, IESC, Phantom Stock Units, PSUs, Insider Transaction, Director Compensation, Equity Incentive Plan, Beneficial Ownership