Form 4: IES Holdings Director David Gendell Acquires Phantom Stock Units as Compensation

IES Holdings, Inc. Director and 10% Owner David B. Gendell acquired 86 Phantom Stock Units as part of his compensation, convertible into common stock upon his departure from the board or a change of control.

Summary

• David B. Gendell, a Director and 10% Owner of IES Holdings, Inc. (IESC), acquired 86 Phantom Stock Units (PSUs) on July 1, 2025.
• The PSUs were granted at a price of $0, indicating they are part of compensation.
• These PSUs were issued pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Mr. Gendell 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 when Mr. Gendell 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. Gendell beneficially owns 88,472 shares of Common Stock directly, 40,000 shares indirectly held in a Family Trust, and 6,000 shares indirectly held in an IRA, in addition to the newly acquired PSUs.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents an insider acquiring equity-linked compensation, aligning their interests with shareholders, though the amount is small and it's a routine compensation event rather than a direct open-market purchase.

Positives

• The acquisition of Phantom Stock Units aligns the director's interests with those of shareholders, as the value of the units is tied to the company's stock performance.
• The transaction is part of an existing, approved equity incentive plan, indicating a structured approach to executive compensation.

Future Outlook

The Phantom Stock Units are designed to convert into common stock upon specific future events, namely Mr. Gendell's departure from the board or a change of control at IES Holdings, Inc.

Industry Context

This Form 4 filing reflects a routine insider transaction related to director compensation, a common practice across publicly traded companies to align management and board interests with shareholder value. It does not provide broader industry trends or competitive insights.

Stakeholder Impact

• Shareholders: The acquisition of equity-linked compensation by a director can be seen as a positive signal of alignment between management and shareholder interests, potentially encouraging long-term value creation.

Next Steps

• Phantom Stock Units will convert to IES common stock upon Mr. Gendell's departure from the board of directors or upon a change of control of IES Holdings, Inc.

Key Dates

Keywords

IES Holdings, IESC, David B. Gendell, Phantom Stock Units, PSUs, Insider Transaction, SEC Form 4, Equity Incentive Plan, Director Compensation, Beneficial Ownership