Form 4: IES Holdings Director Jennifer Baldock Acquires Phantom Stock Units as Compensation

IES Holdings, Inc. Director Jennifer A. Baldock acquired 90 Phantom Stock Units as part of her compensation, convertible to common stock upon her departure from the board or a change of control.

Summary

• Jennifer A. Baldock, a Director of IES Holdings, Inc. (IESC), acquired 90 Phantom Stock Units (PSUs).
• The acquisition occurred on July 1, 2025, with a transaction price of $0 per unit.
• 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 is convertible 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 beneficially owns 5,387 shares of Common Stock directly and 375 shares indirectly through a Family LLC, where she is a co-manager.

Sentiment

Score: 6

Explanation: Slightly positive as a director is increasing their stake (albeit phantom units) in the company, aligning interests with shareholders. It's a routine compensation event, not a major market mover.

Positives

• Director Jennifer A. Baldock elected to receive Phantom Stock Units as part of her compensation, aligning her interests with shareholders.
• The acquisition of 90 Phantom Stock Units increases her beneficial ownership stake in the company, demonstrating continued commitment.

Negatives

• The acquired units are Phantom Stock Units, not direct common stock, meaning they do not confer immediate voting rights or direct equity ownership until conversion.
• The conversion of PSUs to common stock is contingent upon future events: Ms. Baldock leaving the board or a change of control, which introduces a deferred realization of equity.

Future Outlook

No forward-looking statements or guidance regarding the company's financial performance or strategic direction are provided. The future outlook pertains solely to the conversion terms of the Phantom Stock Units.

Industry Context

This filing is a standard insider transaction report detailing a director's compensation, which is a routine disclosure in the public markets and does not provide broader industry-specific context or trends.

Corporate Governance

Related Party Transactions

• Jennifer A. Baldock indirectly owns 375 shares of Common Stock through a Family LLC, where she serves as a co-manager. This is a disclosure of existing indirect ownership.

Stakeholder Impact

• Shareholders: The acquisition of Phantom Stock Units by a director can be viewed positively as it aligns management incentives with shareholder interests, potentially leading to more long-term focused decision-making.

Next Steps

• Conversion of Phantom Stock Units to IES common stock upon Jennifer A. Baldock's departure from the board of directors.
• Conversion of Phantom Stock Units to IES common stock upon a change of control of IES Holdings, Inc.

Key Dates

Keywords

IES Holdings, IESC, SEC Form 4, Phantom Stock Units, PSUs, Director Compensation, Equity Incentive Plan, Insider Trading, Beneficial Ownership, Corporate Governance