Form 4: IES Holdings Director Todd Cleveland Receives Phantom Stock Units as Compensation

IES Holdings, Inc. Director Todd M. Cleveland was granted 91 Phantom Stock Units (PSUs) on July 1, 2025, as part of his retainer, increasing his beneficial ownership to 104,180 units.

Summary

• Todd M. Cleveland, a Director of IES Holdings, Inc. (IESC), acquired 91 Phantom Stock Units (PSUs) on July 1, 2025.
• The PSUs were granted at a price of $0, indicating they were part of his compensation or retainer.
• These units were issued under the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Mr. Cleveland elected to receive 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 of directors or upon a change of control as defined in the 2006 Equity Incentive Plan.
• Following this transaction, Mr. Cleveland beneficially owns a total of 104,180 Phantom Stock Units.

Sentiment

Score: 5

Explanation: The document is neutral, reporting a routine insider transaction related to director compensation. It does not contain information that would significantly alter the company's financial outlook or operational status.

Positives

• The grant 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 and director compensation.

Future Outlook

The document does not provide any forward-looking statements or guidance beyond the conversion conditions for the Phantom Stock Units.

Industry Context

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

Related Party Transactions

• Todd M. Cleveland, a Director of IES Holdings, Inc., received 91 Phantom Stock Units as part of his retainer, which is a transaction between the company and a related party (a director).

Stakeholder Impact

• Shareholders: The grant of PSUs to a director aligns the director's financial interests with the long-term performance of the company's stock, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• The Phantom Stock Units will convert to IES common stock when Mr. Cleveland leaves the board of directors for any reason, or upon a change of control as defined in the 2006 Equity Incentive Plan.

Key Dates

Keywords

IES Holdings, IESC, Todd M Cleveland, Phantom Stock Units, PSUs, Director Compensation, Equity Incentive Plan, SEC Form 4, Insider Transaction, Beneficial Ownership