Mary K. Newman
About Mary K. Newman
Mary K. Newman, 44, has served as Vice President, General Counsel and Corporate Secretary of IES Holdings, Inc. since December 2019. She holds a J.D. from Harvard Law School and a B.A. from Duke University; prior roles include Partner at Dinsmore & Shohl LLP and Associate at Sullivan & Cromwell LLP, focused on corporate transactions. Company performance during her tenure has been strong: total shareholder return rose from $100 to $969.50 between FY2019 and FY2024; net income increased to $219 million in FY2024; and Adjusted Pretax Income reached $295 million in FY2024. Revenue has grown from $2.17 billion in FY2022 to $2.88 billion in FY2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dinsmore & Shohl LLP | Partner | Jan 2017–Nov 2019 | Represented public/private companies in M&A, dispositions, corporate transactions |
| Dinsmore & Shohl LLP | Associate | Sep 2011–Dec 2016 | Corporate transactions counsel |
| Sullivan & Cromwell LLP | Associate | Not disclosed | Corporate transactions (early career) |
External Roles
No external public-company board roles disclosed.
Fixed Compensation
Multi-year compensation summary for Mary K. Newman:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 361,250 | 365,000 | 400,000 |
| Bonus ($) | — | 75,000 | 200,000 |
| Stock Awards ($) | 254,823 | 276,065 | 314,412 |
| Non-Equity Incentive Plan ($) | 142,533 | 297,913 | 365,760 |
| All Other Compensation ($) | 5,475 | 6,692 | 7,262 |
| Total ($) | 764,081 | 1,020,670 | 1,287,434 |
- FY2025 base salary approved at $500,000 (25% increase vs FY2024).
- STIP target bonus opportunity: 60% of salary in FY2024 and FY2025.
Performance Compensation
Short-Term Incentive Plan (STIP) – FY2024 (cash):
| Component | Weighting | Target Definition | Actual | Payout % | Cash Payout ($) |
|---|---|---|---|---|---|
| Company Financial | 50% | Adjusted Pretax Income vs target | 163.9% of target | 150% (max) | 180,000 |
| Personal Performance | 50% | Role-specific goals (legal/transactions, compensation processes, insurance/benefits, securities compliance) | Assessed by Committee | 154.8% | 185,760 |
| Total | 100% | — | — | — | 365,760 |
STIP structure and targets:
- FY2024: Target $240,000 (60% of $400,000 salaries); payout matrix threshold/target/max defined; personal goals scored on 1–5 scale.
- FY2025: Target $300,000 (60% of $500,000 salary), same structure.
Long-Term Incentive – Phantom Stock Units (PSUs):
| Grant | Grant Date | Units Granted | Vesting Mechanics | Scheduled Vesting | Status/Notes |
|---|---|---|---|---|---|
| FY22 Phantom Units | Dec 1, 2021 | 5,254 | 25% performance (Cumulative Adjusted Pretax Income FY2022–24), 75% time-based | Mid-Dec 2024 | Performance vested at 120% → 1,576 units; time-based vested 3,940 units on Nov 22, 2024 |
| FY23 Phantom Units | Dec 1, 2022 | 7,676 | 2/3 performance (FY2023–25), 1/3 time-based | Mid-Dec 2025 | Must remain employed through vest date |
| FY24 Phantom Units | Nov 30, 2023 | 4,209 | 2/3 performance (FY2024–26), 1/3 time-based | Mid-Dec 2026 | Must remain employed through vest date |
| FY25 Phantom Units | Nov 22, 2024 | 1,346 | 2/3 performance (FY2025–27) with max increased to 150% at ≥120% of target; 1/3 time-based | Mid-Dec 2027 | Must remain employed through vest date |
| Value Creation PSUs (time-based) | Nov 21, 2024 | 5,000 | Two equal tranches, time-based vest | On/around Dec 1, 2026 and Dec 1, 2027 | Settled in shares (for Ms. Newman) |
Stock vested in FY2024:
| Metric | FY2024 |
|---|---|
| Units Acquired on Vesting (#) | 6,489 |
| Value Realized on Vesting ($) | 484,743 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,325 shares (direct/indirect) |
| Ownership % of outstanding | <1% of 20,006,630 shares as of Dec 27, 2024 |
| Unvested time-based units (9/30/24) | 9,478 units; market value $1,891,998 (at $199.62) |
| Unearned performance units (9/30/24) | 9,509 units; market/payout value $1,898,187 (at $199.62) |
| Options outstanding | None disclosed; option awards $— in SCT |
| Hedging/derivatives | Prohibited (short sales, sales against the box, puts/calls/options) under Insider Trading Policy |
| Pledging | No pledging disclosure identified in proxy/10-K |
| Trading windows/preclearance | Trades only in open windows with GC preclearance; Rule 10b5‑1 plan allowed subject to cooling-off periods |
| Ownership guidelines | Board does not impose formal executive stock ownership guidelines |
Employment Terms
| Provision | Newman Employment Agreement |
|---|---|
| Agreement date | Dec 2, 2019; eligible for Company benefit plans including Executive Severance Plan |
| Severance plan triggers | Termination without cause or for good reason; change-in-control provisions |
| Bonus upon separation | Pre-CoC: Committee-determined; Post-CoC: lump sum = 2× greater of most recent annual bonus paid or annual bonus opportunity |
| Cash severance | Pre-CoC: 12 months of base salary; Post-CoC: 24 months of base salary |
| Health benefits | COBRA continuation cost estimate shown below |
| PSU vesting on CoC | If stock remains public post-CoC, performance conditions deemed met at maximum and employment condition remains; if not public, PSUs vest in full with performance deemed met at maximum |
| Clawbacks | Incentive Award Recoupment Policy (Dodd-Frank and SOX 304) adopted Oct 2, 2023; three-year look-back for “erroneously awarded” incentive comp; applies to executive officers including NEOs |
Severance economics (as-of 9/30/24 illustrative):
| Scenario | Bonus ($) | Cash Severance ($) | Accelerated PSUs ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause/for good reason after CoC | 731,520 | 800,000 | 3,790,185 | 7,659 | 5,329,364 |
| Termination without cause/for good reason pre-CoC | 365,760 | 400,000 | 2,576,429 | 7,659 | 3,349,848 |
| Death or Disability | 365,760 | 400,000 | 3,790,185 | 7,659 | 4,563,604 |
Compensation Structure Analysis
- Cash vs equity mix: FY2024 total comp $1.29M included 31% cash incentive ($365,760 STIP) plus $200,000 discretionary cash, and 24% stock awards ($314,412), highlighting a balanced mix of fixed, performance-based cash, and equity; FY2025 salary increased to $500,000, maintaining STIP at 60% of salary.
- Use of discretionary bonuses: Committee awarded discretionary cash in FY2023 ($75,000) and FY2024 ($200,000) for strategic contributions (Residential segment reorganization and strong FY2024 performance), adding non-formulaic elements to pay.
- Performance metrics: Incentives are anchored to Adjusted Pretax Income and individual goals; FY2024 Company performance achieved maximum payout due to 163.9% of target, evidencing pay-for-performance linkage.
- Equity award design evolution: FY2025 performance PSU maximum increased to 150% for ≥120% of target cumulative Adjusted Pretax Income, aligning with peer practices and enhancing upside for outperformance.
- Ownership policies: No formal executive stock ownership guidelines; insider policy prohibits hedging/derivatives, which curbs misalignment risk but absence of ownership minimums could reduce long-term alignment versus peers.
Related Party & Governance Context
- Controlling shareholder: Tontine beneficially owns ~54.77% of outstanding shares; potential Tontine sales could trigger change-of-control provisions affecting severance economics and agreements.
- Related party transactions: Company subleases Greenwich office space from Tontine; monthly payments ~$8,625 from Sep 1, 2024; aggregate payments FY2024 ~$105,534 excluding CAM charges; term through Sep 30, 2025.
- Say-on-pay & peer benchmarking: Stockholders have approved NEO compensation annually, including 2024; Committee engaged Mercer US for competitive assessments; TSR peer group updated in FY2024 to include Installed Building Products.
Company Performance Context (During Newman’s Tenure)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($ thousands) | — | 2,166,808 | 2,377,227 | 2,884,358 |
| Net Income ($ millions) | 67 | 35 | 108 | 219 |
| Adjusted Pretax Income ($ millions) | 80 | 51 | 141 | 295 |
| TSR – $100 initial | 143.81 | 86.94 | 207.33 | 628.33 |
Note: TSR values above from Pay vs Performance table reflect cumulative value of a fixed $100 investment since Sep 30, 2020 (Company-selected disclosure).
Investment Implications
- Alignment and incentives: Strong linkage to profitability (Adjusted Pretax Income) and personal performance drove near-max FY2024 STIP payout; enhanced PSU max for FY2025–27 rewards sustained overperformance. Absence of formal ownership guidelines is a modest governance gap.
- Retention and upcoming supply: Significant scheduled vesting in mid-Dec 2025–2027 (FY23–FY25 PSUs plus Value Creation PSUs) creates retention hooks but also potential insider selling windows subject to policy; watch 10b5‑1 plans and trading windows.
- Change-of-control economics: Double-trigger severance with 2× bonus opportunity post-CoC and accelerated PSUs at max performance could produce multi-million payouts; controlling shareholder dynamics heighten CoC scenario relevance.
- Execution track record: Discretionary awards cite contributions to Residential segment reorganization and corporate performance; company-level revenue/earnings momentum supports pay-for-performance thesis.