Jennifer A. Baldock
About Jennifer A. Baldock
Independent director at IES Holdings, Inc. since 2021; age 65 as of the 2025 proxy. Prior roles include Vice Chairman, Chief Legal and Administrative Officer and Secretary at World Color Press, and earlier an associate at Latham & Watkins in New York. The Board and Nominating/Governance Committee cite her public company board experience, audit familiarity, and executive leadership credentials as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Color Press, Inc. | Vice Chairman; Chief Legal & Administrative Officer; Secretary | 1991–1999 | Senior legal and administrative leadership |
| Latham & Watkins (New York) | Associate | Pre-1991 | Corporate legal training |
| Asset Acceptance Capital Corp. | Director | Mar 2004–Jun 2013 | Public company board oversight |
| Acculynk, Inc. | Director | Feb 2016–May 2017 | Fintech governance |
| Hometeam Technologies, Inc. | Director | Dec 2016–Jan 2020 | Growth-stage governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCF Holdings, LLC (and predecessors) | Board of Managers | Since Apr 2013 | Chair, Compensation; Member, Compliance and Nominating/Governance |
Board Governance
- Independence: The Board affirmatively determined Ms. Baldock is independent under Nasdaq and SEC standards; she is eligible for heightened Audit Committee independence though not currently on Audit .
- Committee assignments (FY2024): Member, Human Resources and Compensation Committee; Member and Chair, Nominating/Governance Committee (Chair effective Jan 1, 2024). Nominating/Governance composition changed Nov 21, 2024 (Fouts replaced Cleveland) .
- Attendance: All directors attended the 2024 annual meeting; during FY2024 there were 9 Board meetings and each director attended at least 75% of Board and committee meetings; executive sessions were held without management at all regularly scheduled Board meetings .
- Compensation Committee independence and report: HR Compensation Committee comprised entirely of independent directors; Ms. Baldock was a member; the Committee reviewed CD&A and recommended inclusion in the proxy .
| Committee/Board | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|
| Board of Directors | — | 9 |
| Audit Committee | 7 | 6 |
| HR Compensation Committee | 5 | 7 |
| Nominating/Governance Committee | 5 | 5 |
Fixed Compensation
- Policy and fee changes: On Mar 25, 2024, Board increased annual director fee to $205,000 effective Apr 1, 2024 (from $145,000). Chair fees remained: Audit Chair $25,000; HR Compensation Chair $12,500; Nominating/Governance Chair $10,000 .
| Fee Component | Pre-Apr 1, 2024 | Effective Apr 1, 2024 |
|---|---|---|
| Annual Board Fee (non-employee directors) | $145,000 | $205,000 |
| Audit Committee Chair | $25,000 | $25,000 |
| HR Compensation Chair | $12,500 | $12,500 |
| Nominating/Governance Chair | $10,000 | $10,000 |
| Jennifer A. Baldock | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,595 | $99,177 |
| Stock Awards ($) | $72,405 | $98,323 |
| Total ($) | $145,000 | $197,500 |
- Mix election mechanics: Directors may elect cash, unrestricted stock, or Director PSUs; at least 50% of total compensation must be stock or Director PSUs. In FY2024, all non-employee directors elected 50% cash and 50% PSUs (Fouts elected 100% PSUs) .
Performance Compensation
- Director equity structure: Quarterly Director PSUs granted equal to the elected quarterly amount divided by the quarter-end closing price. Each Director PSU converts into one share of common stock upon the director leaving the Board; PSUs have grant-date fair values computed under ASC 718 .
- Clawback policy: Company adopted an Incentive Compensation Recoupment Policy per Nasdaq/SEC—applies to executive officers and recovery of erroneously awarded incentive compensation following certain accounting restatements (director compensation not performance-based) .
- Change-in-control terms (executive phantom units, contextual for governance): Phantom Units for executives have special vesting on change in control—performance conditions deemed met at maximum for publicly traded stock and vesting contingent on continued employment; if not publicly traded, vest in full at change in control .
| Equity Component | Term/Metric | Disclosure |
|---|---|---|
| Director PSUs | Conversion | 1 PSU → 1 share upon director’s Board departure |
| Director PSUs | Quarterly grant calc | Quarterly elected amount ÷ last trading day closing price |
| Equity valuation | ASC 718 | Fair value computed under ASC Topic 718 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in FY2024; no insider participation on HR Compensation Committee .
- Current public boards beyond IESC: Not disclosed in the proxy biography for Ms. Baldock; prior public service includes Asset Acceptance Capital Corp. (tenure noted above) .
Expertise & Qualifications
- Qualifications highlighted by the Board: Public company board experience, familiarity with financial statements including audit committees, and executive experience; legal and governance expertise from senior legal roles and law firm background .
Equity Ownership
| Metric | As of Dec 27, 2023 | As of Dec 27, 2024 |
|---|---|---|
| Shares Outstanding | 20,213,976 | 20,006,630 |
| Jennifer A. Baldock – Shares Beneficially Owned (Number) | 4,603 | 5,377 |
| Jennifer A. Baldock – Ownership % | * (Less than 1%) | * (Less than 1%) |
| Included Director PSUs (convert at Board departure) | 3,228 | 4,002 |
| Aggregate Director PSUs + Common Stock (FY2024 table) | — | 5,377 |
- Hedging and derivatives: Insider Trading Policy prohibits short sales and trading in options (puts/calls) by directors, officers, and employees .
- Pledging: No director pledging policy or pledging disclosures specific to Ms. Baldock are stated in the proxy sections reviewed .
Governance Assessment
- Board effectiveness and engagement: Ms. Baldock chairs the Nominating/Governance Committee (from Jan 1, 2024), a core oversight role covering director standards, board performance, succession planning, ESG policies, and conflicts review—indicating active governance leadership .
- Independence and attendance: Independence affirmed; attendance met the ≥75% threshold and she attended the 2024 annual meeting, supporting investor confidence in engagement .
- Compensation alignment: Director pay structure mandates at least 50% equity (stock/PSUs), and Ms. Baldock’s FY2024 mix was split evenly between cash and PSUs, aligning with long-term shareholder interests via deferred equity settlement at Board departure .
- Interlocks/conflicts: No compensation committee interlocks reported; related-person transaction policy exists, and the Audit Committee screens and approves such transactions. Company-level related party exposure exists through majority stockholder Tontine (54.77%) and an office sublease with Tontine Associates; these are governance environment considerations but not linked to Ms. Baldock personally .
RED FLAGS and watch items
- Majority stockholder control: Tontine owns ~54.77% and can control director elections and major corporate actions; monitor independence dynamics and observer rights under the Board Observer Agreement .
- Related-party exposure: Corporate sublease with Tontine Associates at market rates; Audit Committee oversight mitigants disclosed—continue monitoring for changes in terms or scope .
- Director pledging: Not disclosed; consider confirming absence in future filings. Hedging and derivatives are explicitly prohibited .