Form 4: IES Holdings Director Acquires Phantom Stock Units

IES Holdings Director Joe D Koshkin acquired 72 Phantom Stock Units as part of his retainer, increasing his beneficial ownership to 49,723 units.

Summary

• Joe D Koshkin, a Director of IES Holdings, Inc. (IESC), acquired 72 Phantom Stock Units (PSUs) on October 1, 2025.
• The PSUs were granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Mr. Koshkin elected to receive these PSUs in lieu of cash or common stock for a portion of his retainer.
• Each PSU converts to one share of IES common stock when Mr. Koshkin leaves the board of directors for any reason, or upon a change of control as defined in the 2006 Equity Incentive Plan.
• Following this transaction, Mr. Koshkin beneficially owns 49,723 Phantom Stock Units directly.

Sentiment

Score: 7

Explanation: The transaction represents a routine compensation event for a director, aligning their interests with shareholders through equity-based incentives. It is a positive, albeit minor, signal of continued director engagement.

Positives

• The acquisition of Phantom Stock Units by a director aligns their interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• This transaction represents a standard practice in executive and director compensation, utilizing equity-based incentives.

Future Outlook

The acquired Phantom Stock Units will convert into IES common stock upon specific future events: either Mr. Koshkin's departure from the board of directors for any reason or a change of control as defined in the 2006 Equity Incentive Plan.

Industry Context

The use of Phantom Stock Units as a component of director compensation is a common practice across various industries, designed to incentivize long-term commitment and align director interests with shareholder value creation without immediate dilution.

Comparison to Industry Standards

• Many publicly traded companies, including those in the industrial services and infrastructure sectors, utilize equity-based compensation plans like the IES Holdings 2006 Equity Incentive Plan to compensate directors and executives.
• Companies such as Quanta Services (PWR) and EMCOR Group (EME) also incorporate various forms of equity awards, including restricted stock units or performance share units, into their compensation structures to retain talent and align incentives.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by Director Joe D Koshkin from IES Holdings, Inc. constitutes a transaction between a related party (director) and the company, executed as part of his compensation.

Stakeholder Impact

• Shareholders: Minor positive impact due to increased alignment of a director's financial interests with the company's long-term performance.
• Employees: No direct impact mentioned.

Next Steps

• The Phantom Stock Units will convert to common stock upon Mr. Koshkin's departure from the board or a change of control event.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a director, involving the acquisition of Phantom Stock Units in lieu of cash. Such a transaction, while aligning director interests with shareholders, is not significant enough on its own to alter the fundamental investment thesis for IES Holdings, Inc. Therefore, a 'hold' recommendation is maintained, pending further material developments.

Keywords

IES Holdings, IESC, Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Incentive Plan, Beneficial Ownership