Todd M. Cleveland
About Todd M. Cleveland
Independent director of IES Holdings, Inc. since 2017; age 56. Former CEO, Executive Chairman and Chairman of Patrick Industries, Inc., bringing over 25 years of operating experience in RV, manufactured housing and industrial sectors and extensive M&A execution. The Board has affirmatively determined Cleveland is independent under Nasdaq and SEC standards, and he serves on key committees including Audit and Human Resources & Compensation, with Audit “financial expert” qualification. Executive sessions are held at all regularly scheduled Board meetings without management present, and directors attended the 2024 annual meeting and met the 75% attendance policy in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patrick Industries, Inc. | Chairman of the Board | Jan 2023–May 2024 | Oversight of public industrial company |
| Patrick Industries, Inc. | Executive Chairman | Jan 2020–Dec 2022 | Strategic oversight |
| Patrick Industries, Inc. | Chairman of the Board | May 2018–Dec 2019 | Board leadership |
| Patrick Industries, Inc. | Chief Executive Officer | Feb 2009–Dec 2019 | Led growth and M&A execution |
| Patrick Industries, Inc. | President | May 2008–Dec 2015 | Operations and strategy |
| Patrick Industries, Inc. | Chief Operating Officer | May 2008–Mar 2013 | Operational leadership |
| Patrick Industries, Inc. | EVP Ops & Sales / COO | Aug 2007–May 2008 | Sales and ops integration |
| Adorn Holdings, Inc. | President & CEO | 2004–2007 | Industrial operations leadership |
| Adorn Holdings, Inc. | President & COO | 1998–2004 | Operational scaling |
| Adorn Holdings, Inc. | VP Ops & COO | 1994–1998 | Manufacturing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patrick Industries, Inc. (NASDAQ: PATK) | Director | Since Jan 2008 | Multiple leadership roles including CEO and chair positions |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined Cleveland is independent under Corporate Governance Guidelines and Audit Committee charter (heightened Rule 10A-3 standard) . |
| Committee Memberships | Audit Committee member; HR Compensation Committee Chair in FY2024; Nominating/Governance Committee member until Nov 21, 2024 (Chair during first quarter FY2024; Baldock appointed Chair Jan 1, 2024; Fouts replaced Cleveland on Nov 21, 2024) . |
| Audit Committee Expertise | All Audit Committee members (including Cleveland) qualify as “audit committee financial experts” per SEC rules . |
| Committee Activity (FY2024) | Audit met 6 times; HR Compensation met 7 times; Nominating/Governance met 5 times . |
| Attendance | Board held 9 meetings; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting . |
| Board Leadership | Combined Chairman/CEO structure (Jeffrey L. Gendell) with periodic reviews; rationale includes strategy clarity, efficiency and deep business understanding . |
| Executive Sessions | Held at all regularly scheduled Board meetings without management present . |
| Related Party/Conflicts Framework | Formal Related Person Transaction Policy with Audit Committee oversight; Tontine majority ownership (54.77%) and sublease agreement disclosed with market-rate terms . |
| Hedging/Trading Policy | Directors prohibited from short sales, sales against the box, and trading or writing options on Company securities; insider trading policy with pre-clearance and window requirements . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors, effective Apr 1, 2024) | $205,000 | Increased from $145,000; paid quarterly . |
| Committee Chair Fees | HR Compensation Chair: $12,500; Nominating/Governance Chair: $10,000; Audit Chair: $25,000 | Paid quarterly; amounts unchanged in 2024 . |
| Cleveland FY2024 Director Pay (mix) | Cash: $102,643; Stock awards (Director PSUs): $102,357; Total: $205,000 | Each director elected at least 50% equity; Cleveland elected 50% cash / 50% PSUs . |
| Form of Equity for Directors | Director PSUs convert into one share upon leaving the Board; at least 50% of total annual compensation must be paid in Common Stock or Director PSUs . |
Performance Compensation
Directors are not subject to performance-based pay metrics. Equity is delivered via Director PSUs that vest upon departure from the Board (no financial or TSR hurdles), promoting long-term alignment.
| Equity Instrument | Grant Determination | Vesting | Settlement | FY2024 Cleveland Equity Value |
|---|---|---|---|---|
| Director PSUs | Quarterly grant count = (quarterly fee elected for PSUs) ÷ closing stock price on last trading day of quarter | Convert to shares when director leaves the Board | Shares of Common Stock | $102,357 aggregate grant-date fair value in FY2024 . |
Other Directorships & Interlocks
| Company | Relationship to IESC | Potential Interlock/Conflict |
|---|---|---|
| Patrick Industries, Inc. | External public company directorship | No disclosed transactional ties with IESC; standard independence affirmed by IESC Board . |
| Tontine (majority stockholder) | Not a directorship for Cleveland | Tontine controls ~54.77% of shares; related-party sublease and Board observer rights disclosed; not tied to Cleveland . |
Expertise & Qualifications
- Over 25 years in RV/manufactured housing and industrial operations; extensive executive and board-level experience; significant M&A execution track record .
- Audit Committee financial expert designation; brings financial literacy to oversight of reporting, controls, and cybersecurity risk monitoring .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Outstanding (record date Dec 27, 2024) | 20,006,630 | Annual meeting record date . |
| Todd M. Cleveland Beneficial Ownership | 103,790 | Includes 14,790 Director PSUs that convert to shares upon leaving the Board; “<1%” of outstanding . |
| Aggregate PSUs+Shares held (as of Sep 30, 2024 incl. post-FY grants earned in FY2024) | 104,790 | Aggregate director PSUs together with shares . |
| Hedging/Pledging | Hedging (shorts, options) prohibited; no pledging disclosed | Insider Trading Policy prohibits derivative transactions; no pledge disclosures for Cleveland . |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation | 16,602,420 | 1,076,979 | 9,842 | 1,272,457 |
- Director Election: Cleveland received 17,567,164 “For,” 122,077 “Withheld,” and 1,272,457 broker non-votes .
- Ratification of auditor and equity plan also passed with strong support .
Governance Assessment
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Strengths:
- Independence and committee leadership: Cleveland is independent; chaired HR Compensation and serves on Audit (financial expert), supporting pay governance and financial oversight .
- Engagement: Meets attendance policy; Board holds executive sessions without management; directors attended the 2024 annual meeting .
- Alignment: At least 50% of director compensation in equity (Director PSUs vest upon board exit); Cleveland elected 50% PSUs .
- Shareholder support: Strong vote support for director election and say-on-pay, indicating investor confidence in governance and compensation practices .
-
Risks / RED FLAGS:
- Ownership concentration: Tontine holds ~54.77% and can control director elections and major corporate actions; change-of-control triggers noted in material agreements .
- Combined CEO/Chair structure: While reviewed periodically, concentration of leadership may reduce board independence; Board cites efficiency and strategic clarity .
- Related party transactions: Sublease with Tontine at market rates; oversight via Related Person Transaction Policy mitigates, but ongoing monitoring is warranted .
-
Implications:
- Cleveland’s HR Compensation chair role is pivotal to maintaining pay-for-performance discipline; continued emphasis on clawbacks and performance metrics for executives is positive .
- Audit committee financial expertise strengthens credibility on reporting integrity and cybersecurity oversight .
- Equity-based director pay and PSUs promote long-term alignment; absence of hedging supports “skin in the game” .
Overall, Cleveland’s independent status, committee leadership (Compensation chair, Audit member), and strong shareholder support bolster board effectiveness, though majority-owner control and combined CEO/Chair structure require sustained governance vigilance .