On June 12, 2019, the Board of Directors (the “Board”) of IES Holdings, Inc. (the “Company”) authorized and approved, upon recommendation of the Human Resources and Compensation Committee (the “Compensation Committee”) of the Board, certain changes to the compensation received by the Company’snon-employee directors. The changes were recommended and approved following a review of the director compensation programs of the Company’s peers, an evaluation of recent Company performance, and in light of the Company’s director compensation having not been increased since 2010.
Pursuant to the changes, effective July 1, 2019, (i) eachnon-employee director will receive an annual fee for service on the Board (the “Annual Fee”) of $145,000, to be paid in quarterly installments, in lieu of (a) $65,000 that had been paid annually to eachnon-employee director in the form of a $40,000 annual retainer and $25,000 annual meeting grant and (b) $5,000 annual committee service fees that were previously paid tonon-employee directors; and (ii) in addition to the Annual Fee, (a) the Chairman of the Compensation Committee will receive a $12,500 annual fee, increased from $10,000, (b) the Chairman of the Nominating/Governance Committee will continue to receive a $10,000 annual fee, and (c) the Chairman of the Audit Committee will continue to receive a $25,000 annual fee, each of which will be paid in quarterly installments.
During the first quarter of each fiscal year, each director will be provided the opportunity to elect, in respect of his or her compensation for his or her services rendered in the following calendar year, whether to receive the combined amount of his or her Annual Fee and any additional fee payable for service as Chairman of a committee of the Board (collectively, the “Total Annual Compensation”), in whole or in part, in either cash, unrestricted common stock or phantom stock units issued pursuant to the Company’s Amended and Restated 2006 Equity Incentive Plan, provided that at least 50% of each Director’s Total Annual Compensation shall be paid in equity. Directors will also be provided the opportunity to make such election upon implementation of these changes.
