Joe D. Koshkin
About Joe D. Koshkin
Joe D. Koshkin, 77, has served as an independent director of IES Holdings, Inc. since 2013 and is a Certified Public Accountant in Texas with a 34-year career at PricewaterhouseCoopers LLP, where he led the North America Engineering & Construction practice and advised on technical accounting, SEC issues, SOX compliance, risk management, and M&A. He is recognized by the Board as an “audit committee financial expert” under SEC rules, and remains a member in good standing of the AICPA and the Texas Society of CPAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; Partner-in-Charge, North America Engineering & Construction | 34 years; retired 2006 | Led E&C practice; advised on technical accounting, SEC issues, SOX compliance, risk management, M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Bancshares | Director; Audit Committee member | Jun 2010 – Jul 2011 | Audit oversight |
| AICPA; Texas Society of CPAs | Member (professional organizations) | Ongoing | Professional standards engagement |
Board Governance
- Committee assignments and chair roles (FY2024):
- Audit Committee: Chair; met 6 times; members included Koshkin (Chair), Cleveland, Fouts (joined Sep 23, 2024) .
- Human Resources & Compensation Committee: Member; met 7 times .
- Nominating/Governance Committee: Member; met 5 times; chair transitioned to Baldock Jan 1, 2024; Fouts replaced Cleveland Nov 21, 2024 .
- Independence status: Board determined Koshkin is independent under Nasdaq/SEC standards and company guidelines; independent designation noted with asterisk in director bios .
- Attendance and engagement: All directors attended the 2024 annual meeting; in FY2024 the Board held 9 meetings and each member attended at least 75% of Board and committee meetings; executive sessions were held at all regularly scheduled Board meetings without management present .
- Audit committee financial expertise: Each Audit Committee member qualifies as an “audit committee financial expert” per SEC rules .
- Related-party oversight: Nominating/Governance reviews conflicts; Audit Committee oversees related-person transactions per policy .
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Board Annual Fee | $205,000 | Increased from $145,000 effective Apr 1, 2024 |
| Audit Committee Chair Fee | $25,000 | Paid in quarterly installments |
| Fees Earned in Cash (Koshkin) | $107,615 | FY2024 actual cash fees |
| Stock Awards (Director PSUs) (Koshkin) | $107,385 | FY2024 aggregate grant-date fair value |
| Total (Koshkin) | $215,000 | FY2024 total director compensation |
- Payment election: Each non-employee director elected to receive 50% cash and 50% Director PSUs for FY2024 (Fouts elected 100% PSUs) .
- Mechanics: Quarterly Director PSUs determined by dividing the to-be-paid PSU portion by the quarter-end closing stock price; PSUs convert to common shares upon director’s departure .
Performance Compensation
| Element | Structure | Vesting/Performance Terms |
|---|---|---|
| Director PSUs | Equity retainer in phantom stock units | Convert 1:1 into common stock upon departure from Board; no performance metrics disclosed for director equity |
- Hedging policy: Company prohibits short sales, sales against the box, and trading in or writing options on company securities for directors, officers, and employees .
Other Directorships & Interlocks
| Company/Organization | Current/Past | Role | Committee |
|---|---|---|---|
| Sterling Bancshares | Past | Director | Audit Committee |
- No other current public company directorships disclosed for Koshkin in the latest proxy .
Expertise & Qualifications
- CPA (Texas); member of AICPA and Texas Society of CPAs .
- Deep accounting/finance expertise; SEC reporting; Sarbanes-Oxley compliance; risk management; M&A advisory .
- Board-designated audit committee financial expert .
- Industry familiarity with engineering and construction sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Joe D. Koshkin | 49,237 | <1% | Includes 40,554 Director PSUs that convert into common upon leaving Board |
| Shares Outstanding (record date Dec 27, 2024) | 20,006,630 | — | Reference for ownership % |
- Ownership alignment: At least 50% of director total annual compensation must be paid in common stock or Director PSUs, reinforcing equity alignment .
- Hedging prohibited; no disclosure of pledging by directors in proxy .
Governance Assessment
- Positives:
- Independent director with strong accounting credentials; serves as Audit Chair and designated audit committee financial expert—supports financial reporting quality and oversight .
- Consistent engagement: Board and committee meeting attendance ≥75%; attendance at annual meeting; regular executive sessions without management .
- Equity alignment via mandatory equity component in director pay and accumulation of Director PSUs .
- Risk indicators and potential conflicts:
- Majority control: Tontine beneficially owns ~54.77% of common; can influence director elections and major transactions; Board observer rights for Tontine; change-of-control triggers across agreements—heightened governance risk for minority investors .
- Related-party transactions: Company subleases office space from Tontine Associates; terms described and managed under related-person policy—requires continued Audit Committee vigilance .
- Family employment disclosures (COO’s relatives) indicate related-person exposure; not directly tied to Koshkin but relevant to overall governance posture .
- Compensation and shareholder feedback signals:
- Director fee increase in 2024 to reflect peer review and company performance; maintains 50% equity requirement to preserve alignment .
- Say-on-pay advisory vote placed on the ballot annually; stockholders approved NEO compensation at the 2024 annual meeting, indicating acceptable pay practices (for executives; directors paid via retainer/PSUs) .
Overall, Koshkin’s independence, audit leadership, and CPA background bolster board effectiveness in financial oversight. The principal governance risk stems from majority shareholder control (Tontine) and related-party arrangements, making Audit and Nominating/Governance Committee rigor—including Koshkin’s roles—critical to investor confidence .