Jeffrey L. Gendell
About Jeffrey L. Gendell
Jeffrey L. Gendell (age 65) is IES Holdings’ Chairman since November 2016 and Chief Executive Officer since October 1, 2020; he served as Interim CEO from July 31–September 30, 2020 . He is founder/managing member of Tontine, IES’s controlling shareholder . Under his tenure, IES’s revenues grew from $2.38B (FY2023) to $2.88B (FY2024) with net income rising from $108M to $219M [GetFinancials*]. Pay-versus-performance disclosures show strong shareholder returns: five-year TSR reached $969.50 by FY2024, and a $100 investment since FY2020 was $628.33 by FY2024 . His incentive plans are tied principally to Adjusted Pretax Income, and stock-price-based awards achieved vesting thresholds in 2024, evidencing alignment with profitability and share performance .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenues ($USD) | $2,377,227,000 [GetFinancials*] | $2,884,358,000 [GetFinancials*] |
| Net Income ($USD) | $108,288,000 [GetFinancials*] | $219,116,000 [GetFinancials*] |
| EBITDA ($USD) | $178,921,000 [GetFinancials*] | $337,009,000 [GetFinancials*] |
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IES Holdings, Inc. | Chairman of the Board | Nov 2016–present | Oversight of corporate strategy, capital allocation, and segment leadership |
| IES Holdings, Inc. | CEO | Oct 2020–Jul 1, 2025 | Pivot to profitability-driven incentives; drove Adjusted Pretax Income outperformance |
| IES Holdings, Inc. | Interim CEO | Jul–Sep 2020 | Maintained continuity during leadership transition |
| Tontine Associates, L.L.C. & affiliates | Founder/Managing Member | 1995–present | Controlling shareholder influence; capital markets expertise |
| Smith Barney, Harris Upham & Co. | Investment banking roles | Early career | Capital markets, corporate finance, M&A experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tontine (various affiliates) | Managing member/GP | Ongoing | Majority ownership of IES; governance/control considerations |
| Odyssey Partners, L.P. | Senior investment mgmt roles | Prior to 1995 | Investing background applicable to capital allocation |
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 | FY2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | $825,000 | $850,000 | $884,000 | $925,000 |
| Director Fees | Not entitled to director/Chair fees | Not entitled | Not entitled | Not entitled |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout % | Cash Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| FY2023 STIP – Company Adjusted Pretax Income | 66.67% | $99,086,000 | $140,943,000 (142.2% of target) | 150% | Included in total | Annual cash; max matrix applies |
| FY2023 STIP – Personal Goals | 33.33% | Qualitative scale (1–5) | 3.5→1.634× target for CEO | 163.4% | $1,312,963 total (93% of max) | Paid in cash |
| FY2024 STIP – Company Adjusted Pretax Income | 66.67% | $180,087,000 | $292,979,000 (163.9% of target) | 150% | Included in total | Annual cash |
| FY2024 STIP – Personal Goals | 33.33% | Qualitative scale (1–5) | CEO 171.7% of personal component | 171.7% | $1,389,936 total (94% of max $1,473,318) | Paid in cash |
Notes:
- STIP structure and payout matrices identical between FY2023 and FY2024 .
- Personal goals for CEO emphasized leadership, meeting operational/financial goals, succession, and capital allocation .
Equity Ownership & Alignment
| Ownership Item | FY2023 (Dec 27, 2023) | FY2024 (Dec 27, 2024) |
|---|---|---|
| Beneficial Shares (#/% of outstanding) | 11,528,733 / 57.03% | 10,957,184 / 54.77% |
| Directly held by Mr. Gendell | 136,392 shares | 163,218 shares |
| Director PSUs held | 71,528 phantom units in footnote total | 72,635 phantom units in footnote total |
| Children’s trust holdings | 3,363 shares | 3,363 shares |
| Breakdown across Tontine entities | Detailed in Form 4 footnotes | Detailed in Form 4 footnotes |
- The Board does not impose formal stock ownership guidelines for executives; equity awards encourage alignment .
- Hedging/short sales/options are prohibited under the Insider Trading Policy; trading windows and pre-clearance required .
- No pledging disclosure noted in proxy/10-K.
Equity Grants and Vesting
| Grant | Units | Performance Condition | Scheduled Vesting | Status/Comments |
|---|---|---|---|---|
| Stock Price-Based Award (Dec 1, 2021) | 50,000 Phantom Units | $90 stock price for 20 of 25 consecutive trading days by Dec 1, 2026 | Tranche 1: Dec 1, 2023; Tranche 2: Dec 1, 2024 | Vested 25,000 on Mar 7, 2024; 25,000 on Dec 1, 2024 |
| FY2023 LTIP Phantom Units | 25,096 | 2/3 based on FY2023–2025 Cumulative Adjusted Pretax Income; 1/3 time-based | Mid-Dec 2025 | Must remain on Board/employed through vesting |
| FY2024 LTIP Phantom Units | 12,402 | 2/3 based on FY2024–2026 Cumulative Adjusted Pretax Income; 1/3 time-based | Mid-Dec 2026 | Must remain on Board/employed through vesting |
| FY2025 LTIP Phantom Units | 3,320 | 2/3 based on FY2025–2027 Cumulative Adjusted Pretax Income (max increased to 150% at ≥120% of target) | Mid-Dec 2027 | Must remain on Board/employed through vesting |
| Value Creation PSUs (Nov 21, 2024) | 50,000 (time-based; settles in shares) | Time-based (two equal tranches) | ~Dec 1, 2026 and ~Dec 1, 2027 | Granted for operating/financial performance and strategic execution |
Change-in-control treatment for phantom units: If post-transaction stock is publicly traded, performance conditions are deemed met at maximum and awards remain subject to continued employment; if not publicly traded, phantom units vest in full at maximum .
Employment Terms
| Provision | Terms |
|---|---|
| CEO Letter Agreement | Amended & Restated Letter Agreement (Oct 2, 2020); eligible for certain employee benefits; not entitled to director/Chair compensation |
| Severance Plan | CEO does not participate; eligible for 12 months COBRA in death/disability/Qualifying Termination; illustrative COBRA cost ~$17,064 |
| Change-of-Control | Executive Severance Plan applies to other NEOs; for equity awards, see change-in-control vesting above |
| Clawback Policies | Dodd-Frank compliant Incentive Award Recoupment Policy adopted Oct 2, 2023; Sarbanes-Oxley Section 304 clawback for CEO/CFO misconduct; 3-year look-back; no indemnification; enforcement detailed |
Board Governance
- Independence: Board determined Jeffrey L. Gendell is not independent (CEO and founder/managing member of controlling shareholder; brother of director David B. Gendell) .
- Committee roles: Audit, HR & Compensation, and Nominating/Governance Committees are composed entirely of independent directors; Gendell is not a member .
- Leadership structure: CEO also served as Chairman in FY2024; Board supports combined role for effective strategy execution; regular review of leadership structure .
- Executive sessions: Held without management (including the CEO) at regularly scheduled Board meetings .
- Attendance: In FY2024, the Board held 9 meetings; each director attended ≥75% of full Board and committee meetings; all directors attended the 2024 annual meeting .
Director Compensation (for context)
- Officers/directors do not receive retainer/fees for Board service; Gendell not entitled to director compensation .
- Outstanding equity disclosure shows Gendell holds 9,029 Director PSUs that convert when leaving the Board, reflecting historical director awards prior to CEO service; he otherwise is not paid fees for Board service .
Related Party Transactions and Interlocks
- Controlling shareholder: Tontine held ~55% (Sep 2024); can control most stockholder actions; sale of large stakes could trigger change-of-control provisions in credit/surety/executive severance arrangements .
- Sublease: IES subleases executive office space from Tontine Associates in Greenwich, CT; monthly rent ~$8,625 (excl. CAM) from Sep 1, 2024; aggregate lease payments ~$209,038 through Sep 30, 2025; terms at market rates .
- Observer rights: Tontine has Board observer rights while holding ≥20% of common stock; observer may attend Board/committee meetings (no voting); reimbursement for reasonable expenses .
Compensation Structure Analysis
- Cash vs. equity mix: Increased time-based PSUs (Value Creation PSUs) in late 2024 add more guaranteed time-vested components; however, LTIP awards continue to emphasize multi-year Adjusted Pretax Income performance (2/3 weighting) .
- Performance metrics: Primary annual metric is Adjusted Pretax Income; multi-year LTIP is cumulative Adjusted Pretax Income; share-price-based awards (2021 grant) reached vesting thresholds in 2024 .
- Peer benchmarking: Mercer engaged for pay assessments; peer group updated in 2024 (added Installed Building Products) for performance comparisons; Committee does not target a specific percentile versus market .
- Clawbacks: Comprehensive Dodd-Frank and Section 304 recoupment policies in place; no tax gross-ups; no company-paid indemnification for clawback outcomes .
Say-On-Pay & Shareholder Feedback
- Advisory votes: Stockholders have approved NEO compensation each year, including 2024; annual frequency confirmed at 2023 meeting .
Performance & Track Record
- FY2024 STIP outcome: Company achieved 163.9% of Adjusted Pretax Income target; CEO’s personal component paid at 171.7% .
- Five-year TSR: IES outperformed Russell 2000 and peers; $100 grew to $969.50 over five years .
- Pay-versus-performance: CEO CAP rose in FY2024 consistent with significant equity fair value changes given share price appreciation .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 54.77% via Tontine & affiliates as of Dec 27, 2024 (10,957,184 shares); includes 163,218 direct shares and 72,635 phantom units; 3,363 shares via children’s trusts (trustee) |
| Voting control | Tontine’s stake enables control of director elections and major corporate actions; resale shelf registration facilitates potential secondary sales |
| Insider trading policy | Prohibits hedging, short sales, and option transactions; mandates open window trading and pre-clearance; supports orderly insider transactions |
Board Service History, Committee Roles, Dual-Role Implications
- Service: Director since 2016; Chairman since 2016; CEO since 2020; will transition to Executive Chairman July 1, 2025 .
- Committee participation: None; committees are independent-only .
- Dual-role implications: Combined CEO/Chair can concentrate authority; Board justifies structure for strategy execution; independence mitigants include executive sessions without management and fully independent key committees . Transition to Executive Chairman mitigates dual-role concerns as CEO duties pass to Matthew J. Simmes effective July 1, 2025 .
Risk Indicators & Red Flags
- Controlling shareholder risks: Potential conflicts and reduced float liquidity; change-of-control triggers in financing/surety/executive plans .
- Related party transactions: Ongoing sublease with Tontine; Board observer rights .
- Governance independence: CEO not independent; familial relation to director David B. Gendell; committees remain independent –.
Investment Implications
- Alignment: Incentives tied to profitability (Adjusted Pretax Income) and share price performance; achievement of maximum STIP company component and vesting of stock-price awards indicate strong execution .
- Near-term trading dynamics: Significant time-based PSU grants (50,000 Value Creation PSUs) vest in 2026/2027; potential future share issuance upon settlement could add supply; buyback authorization ($200M as of July 31, 2024) provides counterbalance .
- Governance transition: CEO succession (Simmes as CEO; Gendell to Executive Chairman on July 1, 2025) reduces combined role concerns and supports continuity; monitor any amendments to leadership compensation .
- Control risk: Tontine’s majority stake and resale shelf could influence liquidity and governance; watch for Form 4 filings and any secondary offerings referencing the shelf .