Tracy A. McLauchlin
About Tracy A. McLauchlin
Senior Vice President, Chief Financial Officer & Treasurer of IES Holdings since May 2015; previously Vice President & Chief Accounting Officer (Feb 2014–May 2015). She holds a Master of Accounting from Rice University and is a CPA; prior roles include senior finance and accounting leadership at Dynegy and Rockwater Energy Solutions, and earlier career at PwC . At the company level, FY2024 revenue was $2,884.4 million versus $2,377.2 million in FY2023; consolidated net income was $219 million, and the five-year total return rose to $969.50 per $100 invested (to 9/30/2024) reflecting strong multi-year shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IES Holdings, Inc. | SVP, CFO & Treasurer | May 2015–present | Oversight of corporate finance, treasury, controls; supported capital allocation and segment performance . |
| IES Holdings, Inc. | VP & Chief Accounting Officer | Feb 2014–May 2015 | Led SEC reporting and accounting policy, prepared transition to CFO role . |
| Rockwater Energy Solutions, Inc. | VP & Chief Accounting Officer | Jun 2011–Nov 2013 | Built public-company reporting rigor in energy services environment . |
| Dynegy Inc. | SVP & Controller; prior finance roles | 2004–2011 | Managed corporate controllership and internal controls at a large U.S. power company . |
| PricewaterhouseCoopers LLP | Associate | Early career | Foundation in audit/accounting; CPA credential . |
External Roles
- No public company directorships disclosed in IESC executive officer biographies .
Fixed Compensation
| Metric (USD) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary | 440,500 | 450,000 | 475,000 |
| Base salary decisioning (context) | — | Nov 2023: raised ~5.6% to $475,000 for FY2024 | Dec 2024: increased ~16% to $550,000 for FY2025 (forward-looking base rate) |
Notes: Perquisites remained below $10,000 in FY2024; 401(k) match included; the company offers standard health and welfare benefits to executives .
Performance Compensation
Annual Cash Incentive (STIP) – FY2024 design and payout
| Element | Weight | Target | Actual performance | Payout % | Cash paid |
|---|---|---|---|---|---|
| Company performance (Adjusted Pretax Income) | 50% | Target = 100% | Achieved 163.9% of target; capped at STIP maximum | 150% | $249,375 |
| Personal performance | 50% | Target = 100% | Committee assessment | 150.8% | $250,705 |
| Total FY2024 cash STIP | 100% | Target $332,500 (70% of salary) | — | — | $500,080 |
STIP mechanics: CFO target = 70% of base; payout curves with threshold/target/maximum; company metric is Adjusted Pretax Income; personal goals covered controls/processes, treasury initiatives, IT centralization, and tax/financial planning .
Long-Term Incentives (Equity)
| Award | Grant date | Structure | Performance metric/period | Scheduled vest | Grant size |
|---|---|---|---|---|---|
| FY22 Phantom Units | Dec 1, 2021 | 2/3 performance + 1/3 time-based | Cumulative Adjusted Pretax Income FY2022–FY2024 | Mid-Dec 2024 | 7,577 units |
| FY22 vesting outcome | Nov 21–22, 2024 | Performance tranche vested at 120% of target | Cumulative API = $487.77m vs $361.82m target (+34.8%) | Nov 22, 2024 | 6,062 perf units and 2,526 time-based units vested |
| FY23 Phantom Units | Dec 1, 2022 | 2/3 performance + 1/3 time-based | Cumulative API FY2023–FY2025 | Mid-Dec 2025 | 11,072 units |
| FY24 Phantom Units | Nov 30, 2023 | 2/3 performance + 1/3 time-based | Cumulative API FY2024–FY2026 | Mid-Dec 2026 | 5,962 units |
| FY25 Phantom Units | Nov 22, 2024 | 2/3 performance + 1/3 time-based | Cumulative API FY2025–FY2027; max payout raised to 150% for 120% of target | Mid-Dec 2027 | 1,776 units |
| Value Creation PSUs (time-based) | Nov 21, 2024 | Time-based; share settlement | — | Two equal tranches: on/about Dec 1, 2026 and Dec 1, 2027 | 6,000 units |
| FY2024 stock awards (accounting grant FV) | Various | Phantom Units | — | — | $445,361 |
Other variable pay: FY2024 discretionary cash bonus of $300,000 recognizing contribution to strong operating/financial results; FY2023 discretionary bonus $100,000 tied to Residential segment reorganization .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 58,907 shares (less than 1% of 20,006,630 outstanding as of 12/27/2024) . |
| Unvested equity at FY2024 year-end | 14,265 time-based units (market value $2,847,579 at $199.62); performance units (assuming maximum) 13,627 (market value $2,720,222) . |
| Upcoming vesting cadence | FY23 units mid-Dec 2025; FY24 units mid-Dec 2026; FY25 units mid-Dec 2027; Value Creation PSUs: two tranches on/about Dec 1, 2026 and Dec 1, 2027 (settled in shares) . |
| Stock ownership guidelines | None for executive officers; Board relies on annual review and equity programs to ensure meaningful stake . |
| Hedging/derivatives | Short sales and options (puts/calls) prohibited under Insider Trading Policy; trading windows and preclearance apply . |
| Pledging | No specific pledging disclosure noted in the proxy/10-K; hedging/shorts/options prohibited as above . |
Insider selling pressure implications: Multiple vesting events in late 2026 and 2027 (FY24/FY25 awards and Value Creation PSUs) could create supply as awards settle in shares; unvested equity carried a combined year-end indicated market value of ~$5.6 million for time-based and performance-conditioned units, anchoring retention through the period .
Employment Terms
| Topic | Key terms |
|---|---|
| Severance plan participation | Covered under IES Second Amended & Restated Executive Officer Severance Benefit Plan (not CEO) . |
| Cash severance | 12 months base salary for termination without cause/for good reason pre–change in control (CIC); 24 months post‑CIC (double trigger) (3). |
| Bonus in separation year | Pre‑CIC: at Committee discretion on normal timing; Post‑CIC: lump sum equal to 2x greater of most recent annual bonus paid or annual bonus opportunity (double trigger) (2). |
| Equity treatment | Upon CIC: if surviving public stock, performance deemed max and continue subject to service; if not public post-CIC, full vesting at max upon CIC. CIC+qualifying termination or death/disability: accelerated vesting at maximum; pre‑CIC termination: pro rata based on service and achieved performance (4). |
| COBRA | Estimated 12 months of COBRA coverage continuation cost (illustrative amounts provided) (5). |
| Illustrative CFO payouts (as of 9/30/2024) | CIC+termination: Bonus $1,000,160; Cash severance $950,000; Accelerated equity $5,567,801; Health $23,186; Total $7,541,147. Pre‑CIC termination: Bonus $500,080; Cash severance $475,000; Pro-rated/conditional equity $3,833,636; Health $23,186; Total $4,831,902. Death/disability similarly detailed . |
| Definitions | Good Reason includes material pay/duty reduction, >50-mile relocation, or plan termination (with cure period); CIC definition tailored; Cause includes gross negligence, dishonesty, certain violations and convictions . |
| Clawback | Incentive Award Recoupment Policy implements Dodd-Frank and SOX 304—3-year lookback for erroneous incentive-based comp and broader CEO/CFO reimbursement for misconduct-triggered restatements . |
Vesting Schedules and Insider Selling Pressure
| Date | Award | Quantity | Notes |
|---|---|---|---|
| Nov 22, 2024 (completed) | FY22 performance & time-based | 6,062 perf; 2,526 time-based | Vested at 120% performance; scheduled time-based also vested . |
| Mid-Dec 2025 | FY23 Phantom Units (total) | 11,072 | 2/3 performance; 1/3 time-based; vesting contingent as described . |
| Mid-Dec 2026 | FY24 Phantom Units (total) | 5,962 | 2/3 performance; 1/3 time-based . |
| On/about Dec 1, 2026 | Value Creation PSUs (time-based) | 3,000 | First half; settled in shares . |
| On/about Dec 1, 2027 | Value Creation PSUs (time-based) | 3,000 | Second half; settled in shares . |
| Mid-Dec 2027 | FY25 Phantom Units (total) | 1,776 | 2/3 performance; 1/3 time-based; maximum payout increased to 150% for 120% performance . |
Compensation Structure Analysis
- Cash vs equity mix: FY2024 total comp $1.73m included $475k salary (27%), $500k STIP (29%), $300k discretionary cash (17%), and $445k stock awards (26%), evidencing balanced fixed/variable mix with meaningful at-risk pay .
- Metric rigor and alignment: STIP weighted 50% to company Adjusted Pretax Income and 50% to personal goals for the CFO; company exceeded maximum performance (163.9% of target API), while personal goals paid at 150.8%—payouts tracked disclosed outcomes .
- Trend to PSUs: Ongoing annual PSU grants (FY23–FY25) with multi-year Cumulative Adjusted Pretax Income targets; 2025 grants increased max payout to 150% for stretch results, tightening pay-for-performance leverage .
- Special awards: Value Creation PSUs (time-based) recognize execution and stock appreciation; settlement in shares for the CFO may add supply at vest; Simmes’ similar grant settles in cash, limiting supply from that grant .
- Say‑on‑pay and process: Shareholders approved NEO compensation at the 2024 meeting; Committee uses Mercer as independent consultant and references a competitive peer set (not enumerated) .
Performance & Track Record
| Measure | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenue ($mm) | 2,166.8 | 2,377.2 | 2,884.4 |
| Net Income ($mm) | 35 | 108 | 219 |
| Adjusted Pretax Income ($mm) | 51 | 141 | 295 |
| 5-year total return ($100 baseline at 9/30/2019) | — | — | $969.50 |
Commentary: FY2024 reflects strong growth across segments (notably Communications, Infrastructure Solutions) and materially higher profitability; executive incentives were tied primarily to Adjusted Pretax Income, which exceeded maximum targets in FY2024 .
Governance, Trading & Alignment Controls
- Insider Trading Policy requires trading windows and preclearance; prohibits short sales and options on company stock; Rule 10b5‑1 plans permitted subject to cooling‑off periods and good‑faith requirements .
- Clawback policy in place consistent with Nasdaq/SEC rules; prohibits indemnification/insurance for clawed-back amounts .
- No executive stock ownership guidelines, which is atypical versus larger-cap peers; Board relies on annual compensation and equity programs to ensure alignment .
Investment Implications
- Pay-for-performance is tight: CFO’s annual bonus ties 50% to company profitability and 50% to role-specific objectives; multi-year PSUs tied to Cumulative Adjusted Pretax Income align with sustained earnings power; 2025 PSU max lever raised to 150% improves convexity to outperformance .
- Retention risk appears low through 2027: Significant unvested equity across FY23–FY25 LTIPs and Value Creation PSUs, with sizeable economic value at FY2024 prices, supports continuity; severance economics (2x base and 2x bonus post‑CIC plus accelerated vesting) further stabilize retention but could incentivize neutrality in a CIC scenario (double trigger) .
- Potential selling pressure windows: Share settlements around Dec 2026/2027 (Value Creation PSUs, FY24/FY25 LTIPs) could add supply; however, ongoing buyback authorization ($198.1m remaining as of 9/30/2024) may offset market impact at the corporate level .
- Alignment considerations: Absence of executive stock ownership guidelines is a governance gap; however, hedging/short prohibitions, clawback coverage, and material existing ownership (58,907 shares) mitigate misalignment risks .
Overall, McLauchlin’s compensation structure is highly linked to profitability and multi‑year earnings performance, with substantial unvested equity anchoring retention through 2027 and severance providing customary downside protection. Equity settlement timing around late 2026–2027 is the most notable potential overhang to monitor alongside ongoing buyback capacity .