IES (IESC) Proxy filing summary

Executive summary

• Supplement corrects a clerical error in reporting stock award values for named executive officers for fiscal year 2025 and amends related sections of the proxy statement.

• Annual meeting scheduled for February 19, 2026, with voting procedures outlined for shareholders.

Executive compensation and say-on-pay

• 2025 Summary Compensation Table details total compensation for NEOs, including salary, bonuses, stock awards, and incentive plan payouts.

• Significant stock and option awards granted, with values calculated using ASC Topic 718 and Monte Carlo simulations for performance-based vesting.

• Pay ratio disclosure shows CEO compensation at $17,022,198 and median employee compensation at $56,388, resulting in a pay ratio of 302:1.

• Pay versus performance analysis links executive compensation to total shareholder return, net income, and adjusted pretax income, with detailed tables and charts illustrating these relationships.

• Compensation actually paid to executives is adjusted for equity award valuations and is not directly used in compensation decisions.

Risk oversight and compliance

• Severance Plan provides economic security for executives in the event of qualifying termination or change in control, with detailed payout structures for each NEO.

• Clawback provision allows recoupment of erroneously awarded incentive compensation as required by Dodd-Frank.

• Definitions for cause, good reason, and change in control are specified to govern severance eligibility.