David B. Gendell

About David B. Gendell

David B. Gendell, 64, has served on the IES Holdings, Inc. (IESC) Board since February 2012. He was Chairman of the Board (Jan 2015–Nov 2016), Vice Chairman (Nov 2016–Nov 2017), and Interim Director of Operations (Nov 2017–Jan 2019). He previously worked at Tontine Associates, the company’s majority shareholder, from 2004–Jan 2018, and is the brother of IESC’s CEO and Chairman, Jeffrey L. Gendell; the Board has determined he is not independent under Nasdaq and SEC standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Not disclosed as a member of Audit, HR Compensation, or Nominating/Governance Committees; those committees are composed of independent directors and list other members (Koshkin, Cleveland, Baldock, Leykum; Fouts added in Sept/Nov 2024) .
• Independence: The Board affirmatively determined David B. Gendell is not independent due to family relationship and prior ties to Tontine; majority of the Board is independent (Cleveland, Fouts, Koshkin, Baldock) .
• Attendance and engagement: In FY2024, there were 9 Board meetings; all directors attended at least 75% of Board and applicable committee meetings, and all directors attended the Feb 22, 2024 annual meeting. Executive sessions without management (including the CEO) were held at all regularly scheduled Board meetings, supporting independent oversight .
• Board size: Six directors, all standing for re-election in the current proxy cycle .

Fixed Compensation

• Program design (effective April 1, 2024): Annual Board retainer increased from $145,000 to $205,000; committee chair annual fees unchanged—Audit Chair $25,000; HR Compensation Chair $12,500; Nominating/Governance Chair $10,000—paid quarterly .
• Form of pay: Directors elect cash, unrestricted common stock, or director phantom stock units (PSUs) that convert to common upon departure; at least 50% of total annual compensation must be paid in stock or PSUs .
• FY2024 actual for David B. Gendell:

Notes:

• Most non-employee directors elected 50% cash / 50% PSUs; Mr. Fouts elected 100% PSUs .

Performance Compensation

• Design: Director PSUs are granted quarterly based on elected amounts, determined by dividing the quarterly installment to be paid in PSUs by the closing price on the last trading day of the quarter; PSUs convert to common stock when the director leaves the Board for any reason .
• Metrics: No director performance metrics disclosed; director compensation is primarily retainer-based with equity alignment via stock/PSUs and minimum 50% equity requirement .

Other Directorships & Interlocks

• Current public company boards: None disclosed for David B. Gendell .
• Prior public company board: Neenah Enterprises (2006–2010) .
• Interlocks/relationships:
  • Brother of IESC’s CEO/Chairman, Jeffrey L. Gendell; both not independent .
  • Tontine controls ~54.77% of IESC outstanding common; can control stockholder approvals, director elections, and major transactions; many Tontine shares registered for resale; Tontine disposition could trigger change-of-control provisions in key agreements .
  • Related-party sublease: IESC subleases office space from Tontine Associates through Sept 2025 (monthly payments ~$8,625–$8,809; FY2024 aggregate ~$105,534 excluding CAM; remaining payments ~$209,038 plus estimated CAM ~$25,970); stated to be at market rates .
  • Board Observer Letter Agreement (Dec 6, 2018): Tontine may appoint a non-voting Board observer while holding ≥20% of common stock; observer can attend Board/committee meetings subject to confidentiality; reimbursed reasonable expenses; D&O coverage as available to directors .

Expertise & Qualifications

• Extensive experience in public/private investing and finance; senior operating roles at venture-backed startups; industrial manufacturing board experience (Neenah); prior leadership within IES Board and interim operational oversight .

Equity Ownership

Governance Assessment

• Positives:
  • Consistent attendance (≥75%), participation in annual meeting, and presence of executive sessions at all regularly scheduled Board meetings enhance oversight quality .
  • Program requires at least 50% of director pay in stock/PSUs, aligning director incentives with shareholder value; David elected a balanced cash/PSU mix in FY2024 .
• Risks and RED FLAGS:
  • Independence: Board determined David B. Gendell is not independent due to familial and prior Tontine affiliation; he does not serve on key committees (Audit/Comp/Nominating), which are restricted to independent directors .
  • Control risk: Tontine’s majority ownership (≈54.77%) enables control over elections and major corporate actions; potential change-of-control triggers upon disposition; related sublease and Board observer arrangement require ongoing conflict oversight .
  • Concentration: Brother as CEO/Chairman combined role may elevate governance concentration risk, though Board cites strategic/operational benefits; ongoing review is prudent .
• Process safeguards:
  • Related Party Transaction Policy mandates Audit Committee review/approval of related person transactions, with delegated authority for smaller items and required disclosures; ad hoc committee of independent directors if conflicts reduce reviewers below two .
  • Audit Committee oversight of financial reporting, auditor independence, cybersecurity; HR Compensation Committee independent and active; Nominating/Governance independent and oversees succession/ESG/conflict resolution .