DEF 14A of IES Holdings, Inc., Jan 7, 2026

DEF 14A of IES Holdings, Inc.

Filed Jan 7, 2026 · FY20250001048268-26-000018

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. GENERAL INFORMATION

    GENERAL INFORMATION The Company’s Second Amended and Restated Certificate of Incorporation, as amended through May 24, 2016 (the “Certificate of Incorporation”), and Amended and Restated Bylaws, effective April 28, 2021 (the “Bylaws”), provide that the number of members of the Board shall be fixed from time to time by the Board but shall not be less than one nor more than fifteen persons. The Board has set the number of directors at eight. As such, if each of the nominees named below is elected to the Board, there will be no vacancies on the Board following the Annual Meeting. Directors hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Vacancies may be filled by recommendation from the Nominating/Governance Committee and a majority vote by the remaining directors. It is the intention of the persons named in the proxy card to vote “FOR” the election of the nominees named below, unless a stockholder has directed otherwise or withheld such authority. The affirmative vote of holders of a plurality of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to elect each director nominee. Each of the nominees has consented to being named in this proxy statement and has consented to serve, if elected. If, at the time of or prior to the Annual Meeting, a nominee should be unable or decline to serve, the discretionary authority provided in the proxy may be used to vote for a substitute nominee designated by the Board. The Board has no reason to believe that any substitute nominee will be required. No proxy will be voted for a greater number of persons than the nominees named herein. The Company’s Corporate Governance Guidelines require that a majority of the Board meet the independence standards imposed by the applicable rules and regulations of the Nasdaq Global Market (“Nasdaq”) and the SEC. In addition, the Company’s Audit Committee charter requires that members of the Audit Committee meet the heightened independence standard set forth in Rule 10A-3 of the Exchange Act. After reviewing all relevant facts and circumstances, the Board has affirmatively determined that Ms. Baldock, Mr. Cleveland, Mr. Fouts, Ms. Janzen and Mr. Koshkin are independent in accordance with the Corporate Governance Guidelines and the Audit Committee charter. Additionally, the Board has determined that none of Mr. Jeffrey Gendell, Mr. David Gendell and Mr. Matthew Simmes meets the independence standards set forth in either the Company’s Corporate Governance Guidelines or the heightened Audit Committee standard. Mr. Jeffrey Gendell is Executive Chairman of the Company in addition to being the founder and managing member of Tontine Associates, L.L.C., a private investment management firm, which, together with its affiliates, (collectively, “Tontine”) is the Company’s majority stockholder. Mr. Jeffrey Gendell is also the brother of Mr. David Gendell, who is a director of the Company. Mr. Matthew Simmes is the President and Chief Executive Officer of the Company. The review was undertaken on a director-by-director basis and did not involve a pre-set formula or minimum standard of materiality. Copies of the Company’s Corporate Governance Guidelines and Audit Committee charter may be found on the Governance page of the Investors section of the Company’s website at www.ies-co.com. All of the Company’s current directors are standing for re-election at the Annual Meeting. THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED BELOW, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

  3. GENERAL INFORMATION

    | Jennifer A. Baldock* | Director since 2021 |

  4. GENERAL INFORMATION

    Ms. Baldock, 66, has been a member of the Board of Managers of CCF Holdings, LLC and its predecessors since April 2013, where she is the chair of the Compensation Committee and the Compliance Committee, and a member of the Nominating and Governance Committee. Ms. Baldock previously served as a director of Hometeam Technologies, Inc. from December 2016 to January 2020, as a director of Acculynk, Inc. from February 2016 to May 2017 and as a director of Asset Acceptance Capital Corp. from March 2004 to June 2013. From 1991 to 1999, Ms. Baldock held various senior leadership positions at World Color Press, Inc., most recently as Vice Chairman, Chief Legal and Administrative Officer and Secretary. Before joining World Color Press, Ms. Baldock was an associate at Latham & Watkins in New York. The Nominating/Governance Committee believes, and the Board agrees, that Ms. Baldock is qualified to serve on the Board given her experience as a director of public companies, her familiarity with reviewing financial statements including on audit committees, and her experience as an executive.

  5. GENERAL INFORMATION

    | Todd M. Cleveland* | Director since 2017 |

  6. GENERAL INFORMATION

    Mr. Cleveland, 57, has served as a member of the Board of Patrick Industries, Inc. ("Patrick"), a publicly traded manufacturer of specialized building products and materials, since January 2008. He served as Chairman of the Board from January 2023 to May 2024, as Executive Chairman of the Board from January 2020 to December 2022, and prior to that as Chairman of the Board from May 2018 to December 2019. Mr. Cleveland was Chief Executive Officer of Patrick from February 2009 to December 2019 and was President of Patrick from May 2008 to December 2015. From May 2008 to March 2013, Mr. Cleveland served as Chief Operating Officer of Patrick; from August 2007 to May 2008, he served as its Executive Vice President of Operations and Sales and Chief Operating Officer. Mr. Cleveland also spent 17 years with Adorn Holdings, Inc., serving as President and Chief Executive Officer from 2004 to 2007; President and Chief Operating Officer from 1998 to 2004; and Vice President of Operations and Chief Operating Officer from 1994 to 1998. Mr. Cleveland has over 30 years of recreational vehicle, manufactured housing and industrial experience in various operating capacities. The Nominating/Governance Committee believes, and the Board agrees, that Mr. Cleveland is qualified to serve on the Board given his extensive operating, executive and board level experience at a publicly traded industrial company, as well as his experience completing numerous mergers and acquisitions transactions.

  7. GENERAL INFORMATION

    | John L. Fouts* | Director since 2024 |

  8. GENERAL INFORMATION

    Mr. Fouts, 58, has served as the managing member at Fouts Family Investments, a private investment holding company, since 2021. He has also served as a Trustee of the Georgia Tech Foundation since 2014 and as the Chairman of its Investments Committee since July 2024. From 2002 to 2021, he was a partner with Water Street Capital, a private investment firm located in Jacksonville, Florida. From 2000 to 2001, he served as the CEO of e‐dr.com, an optometry and ophthalmology distribution company, and from 1998 to 2000, he was an associate with the investment firm Caxton Corporation. Prior to joining Caxton, Mr. Fouts was a consultant at Boston Consulting Group. The Nominating/Governance Committee believes, and the Board agrees, that Mr. Fouts is qualified to serve on the Board given his extensive experience in public markets and private investing.

  9. GENERAL INFORMATION

    | David B. Gendell | Director since 2012 |

  10. GENERAL INFORMATION

    Mr. Gendell, 65, served as Interim Director of Operations for the Company from November 2017 to January 2019. He previously served as Vice Chairman of the Board from November 2016 to November 2017 and as Chairman of the Board from January 2015 to November 2016. From 2004 to January 2018, he was an employee of Tontine Associates, L.L.C., which, together with its affiliates, is the majority stockholder of the Company. At Tontine Associates L.L.C., he focused on investment opportunities in industrial, manufacturing and basic materials companies. From 2006 to 2010, he served on the Board of Directors of Neenah Enterprises, one of the largest independent foundries in the United States. Mr. Gendell has also held senior positions at several venture-backed startups. From 1999 to 2002, he was President and Chief Operating Officer of Homserv, LLC, a privately-held data aggregator focused on real estate transactions, and from 2002 to 2003, he served as President and Chief Operating Officer of Cogent Design Inc., a privately-held practice management software system. He also currently serves as the Chairman Emeritus of the Board of Advisors of the Duke Global Health Institute. Mr. Gendell is the brother of Jeffrey Gendell, who is Executive Chairman of the Company and has served as a director of the Company and as Chairman of the Board since November 2016 and is the founder and managing member of Tontine. The Nominating/Governance Committee believes, and the Board agrees, that Mr. David Gendell is qualified to serve on the Board given his extensive experience in public and private investing and finance.

  11. GENERAL INFORMATION

    | Jeffrey L. Gendell | Director since 2016 |

  12. GENERAL INFORMATION

    Mr. Gendell, 66, has served as Executive Chairman of the Company since July 1, 2025; he previously served as Chief Executive Officer of the Company from October 1, 2020 to June 30, 2025 and Interim Chief Executive Officer from July 31, 2020 to September 30, 2020. Mr. Gendell has also served as a director and as Chairman of the Board since November 2016. Mr. Gendell is the founder and managing member of Tontine, the majority stockholder of the Company. Mr. Gendell formed Tontine in 1995, and manages all of the investment decisions at the firm. Prior to forming Tontine, Mr. Gendell held senior investment management positions at several other private investment firms, including Odyssey Partners, L.P., and began his career in investment banking over 40 years ago at Smith Barney, Harris Upham & Co., where he was involved in capital markets, corporate finance and M&A activity. Mr. Jeffrey Gendell is the brother of Mr. David Gendell, who has served as a director of the Company since February 2012, as Interim Director of Operations from November 2017 to January 2019, as Vice Chairman of the Board from November 2016 to November 2017 and as Chairman of the Board from January 2015 to November 2016. The Nominating/Governance Committee believes, and the Board agrees, that Mr. Jeffrey Gendell is qualified to serve on the Board given his extensive experience in public and private investing and finance and his historical knowledge of the Company as majority stockholder as well as his perspective as Executive Chairman and previously as Chief Executive Officer of the Company.

  13. GENERAL INFORMATION

    | Kelly C. Janzen* | Director since 2025 |

  14. GENERAL INFORMATION

    Ms. Janzen, 52, served as Executive Vice President and Chief Financial Officer of Vestis Corporation from February 2025 through December 2025 after working with Vestis as a finance consultant since October 2024. Prior to joining Vestis, she was a finance executive in residence at the Fernweh Group from January to May 2024, working as Chief Financial Officer for Dabico Airport Solutions, and served as Senior Vice President, Chief Financial Officer, and Treasurer of BlueLinx Corporation from April 2020 to August 2023. Previously, Ms. Janzen served as Senior Vice President and Chief Accounting Officer of WestRock Company, Vice President, Controller and Chief Accounting Officer of Baker Hughes and Vice President of Finance and Chief Accounting Officer of McDermott International Ltd., in addition to holding progressive leadership roles in finance and accounting at General Electric. The Nominating/Governance Committee believes, and the Board agrees, that Ms. Janzen is qualified to serve on the Board given her extensive experience in public accounting and specifically her experience serving as Chief Accounting Officer and Chief Financial Officer at multiple public companies.

  15. GENERAL INFORMATION

    | Joe D. Koshkin* | Director since 2013 |

  16. GENERAL INFORMATION

    Mr. Koshkin, 78, has worked as an independent financial consultant offering financial and advisory services to a diverse group of clients since 2006. Mr. Koshkin retired as a partner from PricewaterhouseCoopers LLP in 2006 after a 34-year career with the firm. During his career at PricewaterhouseCoopers, he served as the partner in charge of the firm’s North America Engineering and Construction Industry practice. He also served as a senior client service partner and a consulting partner advising clients and firm partners on technical accounting, SEC issues, Sarbanes-Oxley compliance, risk management, and mergers and acquisitions. From June 2010 to July 2011, Mr. Koshkin served as a director and a member of the audit committee of Sterling Bancshares. Mr. Koshkin is a Certified Public Accountant in Texas and is a member in good standing with the American Institute of Certified Public Accountants and Texas Society of Certified Public Accountants. The Nominating/Governance Committee believes, and the Board agrees, that Mr. Koshkin’s extensive experience with PricewaterhouseCoopers as a senior client service partner and his background in corporate finance and financial reporting make him qualified to serve on the Board.

  17. GENERAL INFORMATION

    | Matthew J. Simmes | Director since 2025 |

  18. GENERAL INFORMATION

    Mr. Simmes, 50, has served as President and Chief Executive Officer of the Company since July 1, 2025. He previously served as President and Chief Operating Officer of the Company from December 2023 through June 2025, and as Chief Operating Officer of the Company since December 3, 2021. Mr. Simmes has spent 30 years at the Company and its predecessors in a variety of roles. Prior to serving as President of IES Communications from January 2017 to December 2021, he was the segment’s Vice President of Operations from March 2006 to December 2016 and branch manager of its Arizona operations from 2003 to 2006. The Nominating/Governance Committee believes, and the Board agrees, that Mr. Simmes is qualified to serve on the Board given his long history at the Company and extensive knowledge of its operations and markets as well as his perspective as President and Chief Executive Officer of the Company. * Each nominee with an asterisk next to his or her name is independent in accordance with the Company’s Corporate Governance Guidelines.

  19. Compensation Objectives

    Compensation Objectives The Company’s compensation and benefits program for the NEOs, as described below, is focused on attracting, retaining and motivating the individuals who will engage in the behaviors necessary to enable the Company to succeed by aligning the financial interests of our executives with the near-term critical goals of the Company and the long-term interests of the Company and our stockholders. Beginning with the Company’s 2011 annual meeting of stockholders, the Company has, in accordance with Section 14A of the Exchange Act, sought an advisory vote of stockholders to approve on an advisory basis the compensation of the Company’s NEOs, as disclosed in the Company’s proxy statement for each annual meeting at which such a vote was required. At each such annual meeting, including the 2025 annual meeting of stockholders, the Company’s stockholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s NEOs for the prior fiscal year. The Committee has considered the result of these stockholder votes in setting compensation policies and making compensation decisions for each of the fiscal years that has followed. At the 2023 annual meeting of stockholders, the Company’s stockholders determined, on a non-binding advisory basis, that the stockholder vote on executive compensation should be held once every year. In accordance with this determination, the Company has included in this proxy statement a proposal to approve, on an advisory basis, the compensation awarded to the Company’s NEOs, as disclosed in this Proxy Statement. For additional information, please see “Advisory Vote on Executive Compensation” below. The Company’s compensation program, which is comprised of salary, benefits, and short- and long-term incentive opportunities, is intended to achieve the following objectives: •Be fair. The program design and levels are intended to fairly reward executives for their level of responsibility and experience as well as individual performance. •Link executive pay to Company performance. The program offers variable, at-risk incentive award opportunities, which are payable only if specified short-term financial and strategic goals are achieved, and for certain awards, a portion of the opportunity is payable based on individual performance. The awards may be made in cash, equity or a combination thereof. •Retain talent. The program’s design takes into account the Company’s need to attract, motivate and retain highly qualified executive talent, and gives certain consideration to the practices of similar companies representative of those with which the Company competes for talent. •Reward long-term growth in the Company’s earnings and market value. The Company offers, from time to time, performance-based equity and cash grants, which have time-based vesting requirements and may also have certain Company financial performance or stock price performance vesting requirements over a specified period. •Emphasize stock ownership. As part of our compensation program, the Committee awards equity grants, such as Company performance-based and time-based phantom stock units, to encourage alignment with the perspective of the Company’s long-term stockholders.

  20. Market Benchmarking

    Market Benchmarking The Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of its executives, but the Committee does give certain consideration to the compensation practices of companies representative of those with which the Company competes for talent. In 2024, the Committee engaged Mercer US, Inc. (the “Compensation Consultant”) as its independent consultant with respect to fiscal 2025 compensation decisions, including providing a competitive assessment of the total direct compensation for our NEOs relative to the peer group previously established by the Compensation Consultant. In 2025, the Committee once again engaged the Compensation Consultant as its independent consultant with respect to fiscal 2026 compensation decisions, including assisting the Committee in reviewing and adjusting the previous peer group for compensation purposes, and providing a competitive assessment of the total direct compensation for our NEOs relative to that adjusted peer group. The Committee believes the following factors are relevant to establishing a fair compensation structure that promotes retention, and the Committee considers these factors in establishing an individual executive’s base salary, short-term incentive awards and long-term incentive awards: •The Company’s performance against predetermined financial measures. •Individual performance versus personal performance goals. •Business climate, economic conditions and other factors. •Competitiveness of our compensation structure and elements relative to companies representative of those with which the Company competes for talent. The CEO develops pay recommendations for Company NEOs (other than himself) based on each NEO’s responsibilities, market data, the Company’s performance relative to financial performance goals approved by the Committee and individual performance versus personal performance goals. The Committee reviews and approves all compensation elements for the NEOs and sets the compensation of the CEO. The Committee generally reviews tally sheets for the NEOs, modeling elements of compensation (base salary, annual cash incentive awards, equity incentives, benefits and perquisites), which are utilized as the targeted overall compensation level.

  21. Short-Term Incentive Awards

    Short-Term Incentive Awards Fiscal Year 2025 Short-Term Incentive Plan The Board has adopted a Short-Term Incentive Plan (the “STIP”), which provides for an annual award to participants made in cash, equity or a combination thereof, and is based, in part, on Company performance relative to predetermined financial performance objectives and, in part, on individual performance relative to predetermined individual performance objectives, with each component vesting at predetermined payout percentages based on actual performance relative to the threshold, target and maximum performance standards for each component. If actual performance falls below threshold performance, then 0% of such component of the award shall vest. On November 21, 2024, the Committee made awards under the STIP for fiscal year 2025 (the “2025 STIP”) that pay out in cash. The Committee granted Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman target 2025 STIP awards of $925,000 (100% of base salary), $750,000 (100% of base salary), $385,000 (70% of base salary) and $300,000 (60% of base salary), respectively. Mr. Simmes’s target 2025 STIP was subsequently increased to $793,750, reflecting the increase in his annual salary to $925,000 for the final three months of fiscal year 2025 upon his promotion to CEO. The performance conditions for Mr. Gendell’s and Mr. Simmes’s 2025 STIP awards had two parts: (1) 66.67% of the target award was based on achievement of the Company financial performance goal outlined below for fiscal year 2025 and (2) 33.33% of the target award was based on the achievement of personal performance goals for fiscal year 2025, with maximum, target and threshold level payouts as detailed in the following table. The performance conditions for Ms. McLauchlin’s and Ms. Newman’s 2025 STIP awards also had two parts: (1) 50% of the target award was based on achievement of the Company financial performance goal outlined below for fiscal year 2025 and (2) 50% of the target award was based on the achievement of personal performance goals for fiscal year 2025, with maximum, target and threshold level payouts as detailed in the following table.

  22. Short-Term Incentive Awards

    | | 2025 Short-Term Incentive Plan Award | | | | | | | | | | Company Performance Portion of Award (66.67%) | | | | Personal Performance Portion of Award (33.33%) | | | | | | Performance Level | Performance Achieved * | Payout % | Cash Payout** | Performance Level | Performance Achieved *** | Payout % | Cash Payout** | | Mr. Gendell: | Threshold | 62.5% | 25% | $154,174 | Threshold | 2.5 | 25% | $77,076 | | | Target (total is 100% Salary) | 100% | 100% | $616,698 | Target (total is 100% Salary) | 3.5 | 100% | $308,303 | | | Maximum | 120% | 150% | $925,046 | Maximum | 5 | 200% | $616,605 | | Mr. Simmes: | Threshold | 62.5% | 25% | $132,298 | Threshold | 2.5 | 25% | $66,139 | | | Target (total is 100% Salary) | 100% | 100% | $529,193 | Target (total is 100% Salary) | 3.5 | 100% | $264,557 | | | Maximum | 120% | 150% | $793,790 | Maximum | 5 | 200% | $529,114 | | | Company Performance Portion of Award (50%) | | | | Personal Performance Portion of Award (50%) | | | | | | Performance Level | Performance Achieved * | Payout % | Cash Payout** | Performance Level | Performance Achieved *** | Payout % | Cash Payout** | | Ms. McLauchlin: | Threshold | 62.5 | 25% | $48,125 | Threshold | 2.5 | 25% | $48,125 | | | Target (total is 70% Salary) | 100% | 100% | $192,500 | Target (total is 70% Salary) | 3.5 | 100% | $192,500 | | | Maximum | 120% | 150% | $288,750 | Maximum | 5 | 200% | $385,000 | | Ms. Newman: | Threshold | 62.5% | 25% | $37,500 | Threshold | 2.5 | 25% | $37,500 | | | Target (total is 60% Salary) | 100% | 100% | $150,000 | Target (total is 60% Salary) | 3.5 | 100% | $150,000 | | | Maximum | 120% | 150% | $225,000 | Maximum | 5 | 200% | $300,000 |

  23. Short-Term Incentive Awards

    | * Performance achieved is measured as percentage of target financial performance. | | ** Cash payout determined using linear interpolation for achievement of Company financial performance and personal performance between Threshold, Target and Maximum levels. | | *** Personal performance is evaluated on a five point scale with “1” being the lowest and “5” being the highest. |

  24. Short-Term Incentive Awards

    Fiscal Year 2025 STIP Award Goals and Objectives On November 21, 2024, the CEO recommended, and the Committee approved, the following goals and objectives to be used by the Committee when determining each participating NEO’s 2025 STIP award. Company Financial Goal: Reflecting a primary focus on the Company’s profitability, the financial performance measure was based on fiscal year 2025 income from continuing operations before income taxes, stock compensation expense and restructuring charges, less gains or losses on the disposition of a business, adjusted, in the sole discretion of the Committee, to reflect extraordinary items during the fiscal year (“Adjusted Pretax Income”). Personal Performance Goals: The following business/personal goals and objectives were established for the NEOs who participated in the 2025 STIP: Mr. Gendell Personal performance goals were established for Mr. Gendell focused on leadership and achievement in the areas of meeting financial and strategic goals for fiscal year 2025, succession planning including a transition of the Chief Executive Officer role, and refining strategic plans including with respect to investment and capital allocation. Mr. Simmes Personal performance goals were established for Mr. Simmes focused on leadership and achievement in the areas of meeting fiscal year 2025 financial goals, improving processes and management structure at the Residential segment, and succession planning, including a transition to the Chief Executive Officer role. Ms. McLauchlin Personal performance goals were established for Ms. McLauchlin focused on achievement in the areas of tax strategies, treasury initiatives, supporting ongoing implementation of the Company’s enterprise resource planning (“ERP”) software, and financial and tax planning. Ms. Newman Personal performance goals were established for Ms. Newman focused on achievement in the areas of legal and transactional matters, oversight of the human resources function, corporate insurance and benefits program improvements, and ongoing securities disclosure compliance. Fiscal Year 2025 STIP Award Payout On November 20, 2025, based on a review of fiscal year 2025 financial results, the Committee assessed the Company’s performance and determined that the Company recorded Adjusted Pretax Income above the Company’s target, achieving 129.2% of the target fiscal year 2025 income from continuing operations before income taxes, as described in the table below.

  25. Short-Term Incentive Awards

    | | Target | Actual | Percentage of Target Achieved | | Adjusted Pretax Income | $307,346,000 | $397,183,000 | 129.2% |

  26. Short-Term Incentive Awards

    Since the Company’s financial performance exceeded 120% of target, the maximum Company performance level under the 2025 STIP was achieved. The Committee therefore awarded each of Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman 150% of the Company financial goals component of their target awards under the 2025 STIP, which component represented 66.67%, 66.67%, 50% and 50%, respectively, of their overall target awards. The Committee assessed the performance of Mr. Gendell against his personal performance goals outlined above, which represented 33.33% of his target award, and determined to award him 176.9% of the personal performance component of his target award under the 2025 STIP. The Committee, in consultation with the Executive Chairman in the case of Mr. Simmes and in consultation with the CEO in the case of Ms. McLauchlin and Ms. Newman, then assessed the performance of Mr. Simmes, Ms. McLauchlin and Ms. Newman against their personal performance goals outlined above, which represented 33.33%, 50% and 50%, respectively, of their target awards, and determined to award them 166.4%, 151.3% and 157.7%, respectively, of the personal performance component of their target awards under the 2025 STIP. The performance reviews of Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman were based upon the attainment of individual goals and objectives established as discussed above. The Committee had the sole discretion to increase, decrease or eliminate the amounts otherwise payable to each executive based upon individual performance or any other factors the Committee deemed appropriate. The Committee believes each executive’s award reflects their leadership in their respective areas of management and strong personal performance. As a result, the Committee awarded annual cash incentive awards under the 2025 STIP to Mr. Gendell of $1,470,433 (representing 95% of his maximum eligible award), Mr. Simmes of $1,234,012 (representing 93% of his maximum eligible award) Ms. McLauchlin of $580,003 (representing 86% of her maximum eligible award) and Ms. Newman of $461,550 (representing 88% of her maximum eligible award). Mr. Allen did not participate in the 2025 STIP since he did not become an NEO of the Company until July 1, 2025. In December 2024, Mr. Simmes set Mr. Allen’s short-term incentive target for fiscal year 2025 at $272,293. In November 2025, based on his review of Mr. Allen’s performance during fiscal year 2025, Mr. Simmes determined to award Mr. Allen a short-term incentive payment of $297,692. Fiscal Year 2025 Supplementary Short-Term Incentive Plan On November 21, 2024, the Committee awarded Mr. Simmes a cash bonus opportunity under the Fiscal Year 2025 Supplementary Short-Term Incentive Plan (the “2025 SSTIP”). Mr. Simmes was eligible for a cash bonus opportunity equal to 1.0% of the amount, if any, by which the Company’s Adjusted Pretax Income for fiscal year 2025 exceeded 62.5% of the Company’s target Adjusted Pretax Income for fiscal year 2025, and an additional cash bonus equal to 1.5% of the amount, if any, by which the Company’s Adjusted Pretax Income for fiscal year 2025 exceeded 100.0% of the Company’s target Adjusted Pretax Income for fiscal year 2025. On November 20, 2025, the Committee determined that the Company recorded Adjusted Pretax Income above the Company’s target and awarded Mr. Simmes a cash bonus of $3,398,000 under the 2025 SSTIP. Fiscal Year 2026 Short-Term Incentive Plan On November 20, 2025, the Committee made awards under the STIP for fiscal year 2026 (the “2026 STIP”). The Committee granted Mr. Gendell, Mr. Simmes, Ms. McLauchlin, Ms. Newman and Mr. Allen target 2026 STIP awards of $925,000 (100% of base salary), $925,000 (100% of base salary), $437,500 (70% of base salary), $402,500 (70% of base salary) and $287,000 (70% of base salary), respectively. The target 2026 STIP award for Ms. McLauchlin increased compared to the 2025 STIP due to her increased salary rate, but remained the same as percentage of salary. The target 2026 STIP award for Ms. Newman increased compared to the 2025 STIP due to an increase in both her salary rate and her STIP as a percentage of salary, reflective of additional responsibilities of her role. The structure of the 2026 STIP is identical to the structure of the 2025 STIP, except that the maximum Company performance level has been increased from 120% to 150% of target, with a corresponding increase in the maximum payout for Company performance from 150% to 200%. The Committee determined that this change was advisable in order to incentivize achievement of exceptional Company performance against target. Fiscal Year 2026 Supplementary Short-Term Incentive Plan On November 20, 2025, in consideration of Mr. Simmes’s level of responsibility at the Company as well as his role in driving the Company’s performance in fiscal year 2025, the Committee determined to adopt the Fiscal Year 2026 Supplementary Short-Term Incentive Plan (the “2026 SSTIP”). Under the 2026 SSTIP, Mr. Simmes is eligible for a cash bonus opportunity based on the Company’s Adjusted Pretax Income for fiscal year 2026. Mr. Simmes will receive a cash bonus equal to 1.0% of the amount, if any, by which the Company’s Adjusted Pretax Income for fiscal year 2026 exceeds 80% of the Company’s target Adjusted Pretax Income for fiscal year 2026, and he will receive an additional cash bonus equal to 1% of the amount, if any, by which the Company’s Adjusted Pretax Income for fiscal year 2026 exceeds 100.0% of the Company’s target Adjusted Pretax Income for fiscal year 2026. The maximum payout to Mr. Simmes under the 2026 SSTIP is $5,000,000. The Committee determined that the 2026 SSTIP was an appropriate method to incentivize Mr. Simmes to lead the Company in achieving its financial goals during fiscal year 2026, as well as to better align his compensation structure with that of certain senior members of divisional management.

  27. Long-Term Incentive Awards

    Long-Term Incentive Awards Performance-Based Phantom Stock Unit and Restricted Stock Grants From time to time, the Committee has awarded certain officers and key employees performance-based and time-based phantom stock units (“Phantom Units”). Each Phantom Unit represents a contractual right in respect of one share of the Company’s Common Stock. Long-Term Incentive Plan The Board adopted the Amended and Restated Long-Term Incentive Plan Annual Grant Program (the “LTIP”), subject to the terms and conditions of the 2006 Equity Incentive Plan. The LTIP provides for annual grants of restricted stock, phantom stock units or other equity or equity-based awards to such of the Company’s executive officers and other key employees as the Committee may designate. The annual grants may vest, as determined in the discretion of the Committee, based on: (i) actual performance relative to predetermined Company performance measures during the three fiscal-year period commencing with the fiscal year in which the grant is made, or such other period as determined by the Committee, (ii) continued service through the scheduled vesting date, or (iii) a combination of the foregoing. Any performance-based awards shall vest (i) at predetermined vesting percentages if actual performance is equal to the threshold, target and maximum performance measures for the relevant performance period, (ii) based on linear interpolation if actual performance is between such measures, and (iii) at 0% if actual performance is below the threshold performance measure. Fiscal Year 2023 Phantom Unit Awards On December 1, 2022, the Committee awarded certain officers and key employees, including Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman, Phantom Units (the “FY23 Phantom Units”) under the LTIP. The vesting date for FY23 Phantom Units was mid-December 2025 (the “FY23 Scheduled Vesting Date”). Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman were granted a total of 25,096 FY23 Phantom Units, 17,715 FY23 Phantom Units, 11,072 FY23 Phantom Units and 7,676 FY23 Phantom Units, respectively. The vesting of two-thirds of each NEO’s Phantom Unit award was subject to the Company’s achievement of a specified level of Cumulative Adjusted Pretax Income for the 2023-2025 fiscal years (the “FY2023-25 Performance Period”). Between zero percent (0%) and one-hundred twenty percent (120%) of each recipient’s target number of FY23 Cumulative Income Units could have vested based on the achievement of Cumulative Adjusted Pretax Income during the FY2023-25 Performance Period. Except as otherwise provided in the applicable award agreement, to vest in the FY23 Cumulative Income Units, the recipient must also have remained continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY23 Scheduled Vesting Date. The remaining one-third of each NEO’s FY23 Phantom Units were subject to a time-based vesting schedule (the “FY23 Time-Based Units”), with the FY23 Time-Based Units scheduled to vest on the FY23 Scheduled Vesting Date. Except as otherwise provided in the applicable award agreement, to vest in the FY23 Time-Based Units, the recipients must have remained continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY23 Scheduled Vesting Date. On November 20, 2025, based on a review of financial results for the FY2023-25 Performance Period, the Committee determined that the Company recorded Cumulative Adjusted Pretax Income of $851,972,000 for the FY2023-25 Performance Period, which exceeded the target performance level of $336,014,000 by 153.6%. As a result, the FY23 Cumulative Income Units vested at 120% of target. On November 21, 2025, Mr. Gendell vested in 20,077 FY23 Cumulative Income Units and 8,365 FY23 Time-Based Units, Mr. Simmes vested in 14,172 FY23 Cumulative Income Units and 5,905 FY23 Time-Based Units, Ms. McLauchlin vested in 8,858 FY23 Cumulative Income Units and 3,691 FY23 Time-Based Units, and Ms. Newman vested in 6,142 FY23 Cumulative Income Units and 2,559 FY23 Time-Based Units. Mr. Allen was not an NEO at the time of granting of the FY23 Phantom Units and did not receive an award of FY23 Cumulative Income Units as the other NEOs did. On December 1, 2022, Mr. Allen received a grant of 738 FY23 Time-Based Units and, on November 21, 2025, he vested in those FY23 Time-Based Units. On November 30, 2023, the Committee awarded certain officers and key employees, including Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman, Phantom Units (the “FY24 Phantom Units”) under the LTIP. The vesting date for FY24 Phantom Units is mid-December 2026 (the “FY24 Scheduled Vesting Date”). Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman were granted a total of 12,402 FY24 Phantom Units, 10,521 FY24 Phantom Units, 5,962 FY24 Phantom Units and 4,209 FY24 Phantom Units, respectively. The vesting of two-thirds of each NEO’s Phantom Unit award is subject to the Company’s achievement of a specified level of Cumulative Adjusted Pretax Income for the 2024-2026 fiscal years (the “FY2024-26 Performance Period”). Between zero percent (0%) and one-hundred twenty percent (120%) of each recipient’s target number of FY24 Cumulative Income Units may vest based on the achievement of Cumulative Adjusted Pretax Income during the FY2024-26 Performance Period. Except as otherwise provided in the applicable award agreement, to vest in the FY24 Cumulative Income Units, the recipient must also remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY24 Scheduled Vesting Date. The remaining one-third of each NEO’s FY24 Phantom Units are subject to a time-based vesting schedule (the “FY24 Time-Based Units”), with the FY24 Time-Based Units scheduled to vest on the FY24 Scheduled Vesting Date. Except as otherwise provided in the applicable award agreement, to vest in the FY24 Time-Based Units, the recipients must remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY24 Scheduled Vesting Date. Mr. Allen was not an NEO at the time of granting of the FY24 Phantom Units and did not receive a grant of either FY24 Cumulative Income Units or FY24 Time-Based Units. Fiscal Year 2025 Phantom Unit Awards On November 22, 2024, the Committee awarded certain officers and key employees, including Mr. Gendell, Mr. Simmes, Ms. McLauchlin, and Ms. Newman, Phantom Units (the “FY25 Phantom Units”) under the LTIP. The vesting date for FY25 Phantom Units is mid-December 2027 (the “FY25 Scheduled Vesting Date”). Mr. Gendell, Mr. Simmes, Ms. McLauchlin, and Ms. Newman were granted a total of 3,320 FY25 Phantom Units, 2,691 FY25 Phantom Units, 1,776 FY25 Phantom Units, and 1,346 FY25 Phantom Units, respectively. The vesting of two-thirds of each NEO’s Phantom Unit award is subject to the Company’s achievement of a specified level of Cumulative Adjusted Pretax Income for the 2025-2027 fiscal years (the “FY2025-27 Performance Period”). In addition, on November 22, 2024, the Committee awarded Mr. Allen 448 FY25 Phantom Units. Because Mr. Allen was not an NEO at the time of grant, the vesting of one-quarter of his grant is subject to the Company’s achievement of cumulative income for the FY2025-27 Performance Period. In connection with the FY25 Phantom Unit awards, the Committee determined to (i) maintain the 120% vesting percentage for achievement of 110% of target Cumulative Adjusted Pretax Income for the FY2025-27 Performance Period, consistent with prior year awards under the LTIP, and (ii) increase the maximum vesting percentage to 150% for achievement of 120% or greater of target Cumulative Adjusted Pretax Income for the FY2025-27 Performance Period. The Committee determined that the increase in the maximum vesting percentage would better align the LTIP with equity award practices at peer companies.

  28. Long-Term Incentive Awards

    Except as otherwise provided in the applicable award agreement, to vest in the FY25 Cumulative Income Units, the recipient must also remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY25 Scheduled Vesting Date. The remaining one-third of each NEO’s FY25 Phantom Units and the remaining three-quarters of Mr. Allen’s grant are subject to a time-based vesting schedule (the “FY25 Time-Based Units”), with the FY25 Time-Based Units scheduled to vest on the FY25 Scheduled Vesting Date. Except as otherwise provided in the applicable award agreement, to vest in the FY25 Time-Based Units, the recipients must remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY25 Scheduled Vesting Date. On November 20, 2025, the Committee determined to award certain officers and key employees, including Mr. Gendell, Mr. Simmes, Ms. McLauchlin, Ms. Newman and Mr. Allen, Phantom Units (the “FY26 Phantom Units”) under the LTIP. The vesting date for FY26 Phantom Units is mid-December 2028 (the “FY26 Scheduled Vesting Date”). Mr. Gendell, Mr. Simmes, Ms. McLauchlin, Ms. Newman and Mr. Allen were granted a total of 2,442 FY26 Phantom Units, 2,442 FY26 Phantom Units, 1,297 FY26 Phantom Units, 1,179 FY26 Phantom Units and 524 FY26 Phantom Units, respectively. The vesting of 67% of each NEO’s Phantom Unit award is subject to the Company’s achievement of a specified level of Cumulative Adjusted Pretax Income for the 2026-2028 fiscal years (the “FY2026-28 Performance Period”). Except as otherwise provided in the applicable award agreement, to vest in the FY26 Cumulative Income Units, the recipient must also remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY26 Scheduled Vesting Date. The remaining 33% of each NEO’s FY26 Phantom Units are subject to a time-based vesting schedule (the “FY26 Time-Based Units”), with the FY26 Time-Based Units scheduled to vest on the FY26 Scheduled Vesting Date. Except as otherwise provided in the applicable award agreement, to vest in the FY26 Time-Based Units, the recipients must remain continuously employed (or, for Mr. Gendell, serve on the Board of Directors of the Company) through the FY26 Scheduled Vesting Date. Other Long-Term Incentive Awards Matthew J. Simmes On December 5, 2023, in connection with the promotion of Mr. Simmes to the position of President and Chief Operating Officer of the Company, the Compensation Committee determined to grant Mr. Simmes an additional equity incentive award, pursuant to the terms and conditions of the 2006 Equity Incentive Plan of 25,000 Phantom Units (the “Simmes Time-Based Award”), which is scheduled to vest on December 7, 2026, subject to Mr. Simmes’s continued employment by the Company or a majority-owned subsidiary of the Company through such date. Value Creation Grants On November 21, 2024, the Committee, in consideration of the Company’s operating and financial performance and successful implementation of certain key strategic initiatives, and the related significant increase in stockholder value, under the leadership of the NEOs, as well as the expected vesting of certain equity incentive awards with stock price-based vesting granted in December 2021 to Mr. Gendell and Mr. Simmes, approved the grant to Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman of special equity incentive awards of 50,000, 40,000, 6,000 and 5,000, respectively, time-based phantom stock units (the “Value Creation PSUs”). The Value Creation PSUs granted to each individual are comprised of two equal tranches that are scheduled to vest on or about December 1, 2026 and December 1, 2027, subject to each NEO’s continued employment by the Company (or in the case of Mr. Gendell, service on the Board) or a majority-owned subsidiary of the Company through the respective scheduled vesting dates. Mr. Simmes’ Value Creation PSU award will be settled in cash; the other NEOs’ Value Creation PSU awards will be settled in shares.

  29. Employment Agreements

    Employment Agreements Jeffrey L. Gendell Letter Agreement On October 2, 2020, the Company and Mr. Gendell entered into an Amended and Restated Letter Agreement in connection with Mr. Gendell’s appointment, effective October 1, 2020, as CEO of the Company (the “Gendell Letter Agreement”). In addition to certain compensation-related matters, the Gendell Letter Agreement provides that Mr. Gendell is eligible to participate in certain of the Company’s benefit plans that are generally available to all employees of the Company. Mr. Gendell is not entitled to any fees or other compensation for his services as a director and the Chairman of the Board. Pursuant to the Gendell Letter Agreement, Mr. Gendell will be eligible for 12 months of COBRA payments by the Company in the event that his employment ends by reason of his death, Disability or Qualifying Termination (each as defined in the Severance Plan (as defined under “Severance Arrangements” below)), but he will not otherwise participate in the Severance Plan. Matthew J. Simmes Letter Agreement On December 3, 2021, in connection with Mr. Simmes’s appointment as Chief Operating Officer of the Company, the Company entered into the Simmes Letter Agreement. In addition to certain compensation-related matters, the Simmes Letter Agreement provides that Mr. Simmes is eligible to participate in certain of the Company’s benefit plans, including the Severance Plan (as defined under “Severance Arrangements” below). Mary K. Newman Employment Agreement On December 2, 2019, in connection with her appointment as Vice President, General Counsel and Corporate Secretary of the Company, the Company entered into an Employment Agreement with Ms. Newman (the “Newman Employment Agreement”). In addition to certain compensation-related matters, the Newman Employment Agreement provides that Ms. Newman is eligible to participate in certain of the Company’s benefit plans, including the Severance Plan.

  30. Golden Parachute Taxes

    Golden Parachute Taxes Under certain circumstances, payments received by our executive officers as a result of a change in control may be subject to excise taxes and may not be fully deductible. The Committee considered the possible effects of these taxes in developing the Severance Plan described under “Severance Arrangements” below.

  31. PAYMENTS UPON A CHANGE IN CONTROL

    PAYMENTS UPON A CHANGE IN CONTROL For information concerning payments upon the termination of the NEOs, including upon certain triggering events, please see “Severance Arrangements” below. In addition to the severance related matters discussed below, the Phantom Units have special vesting provisions that apply if, prior to the applicable scheduled vesting date, there is a change in control of the Company (as defined in the Company’s 2006 Equity Incentive Plan in effect at the time of the grant). If, following the occurrence of a change in control, the Phantom Units relate to a class of stock that was publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), then the performance conditions with respect to the Phantom Units that relate to such Publicly Traded Stock will be deemed met at maximum levels, and the Phantom Units will become subject only to the continued employment conditions otherwise applicable to such Phantom Units. If the Phantom Units do not relate to a Publicly Traded Stock following the occurrence of a change in control, then such Phantom Units will vest in full upon the occurrence of the change in control, with performance conditions being deemed met at maximum levels.

  32. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table displays the total compensation earned by the NEOs in fiscal years 2023, 2024 and 2025, or for such shorter period for which disclosure is required under SEC rules.

  33. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary $ | Bonus $(1) | Stock Awards $(2)(3)(4) | Option Awards $ | Non-Equity Incentive Plan Compensation $(5) | All Other Compensation $(6) | Total $ | | Jeffrey L. Gendell | 2025 | 925,000 | — | 952,674 | — | 1,470,433 | — | 3,348,107 | | Executive Chairman | 2024 | 884,000 | 1,500,000 | 926,419 | — | 1,389,936 | — | 4,700,355 | | | 2023 | 850,000 | 100,000 | 902,452 | — | 1,312,963 | — | 3,165,415 | | Matthew J. Simmes | 2025 | 793,750 | — | 772,182 | — | 4,632,012 | 5,454 | 6,203,398 | | President & Chief Executive Officer | 2024 | 750,000 | 2,285,000 | 3,072,635 | — | 1,214,241 | 4,500 | 7,326,376 | | | 2023 | 600,000 | 400,000 | 637,031 | — | 948,395 | 6,600 | 2,592,026 | | Tracy A. McLauchlin | 2025 | 550,000 | — | 509,623 | — | 580,003 | 7,000 | 1,646,626 | | SVP & Chief Financial Officer | 2024 | 475,000 | 300,000 | 445,361 | — | 500,080 | 6,900 | 1,727,341 | | | 2023 | 450,000 | 100,000 | 398,149 | — | 440,213 | 6,600 | 1,394,962 | | Mary Newman | 2025 | 500,000 | — | 386,235 | — | 461,550 | 1,333 | 1,349,118 | | SVP, Chief Administrative Officer | 2024 | 400,000 | 200,000 | 314,412 | — | 365,760 | 7,262 | 1,287,434 | | & General Counsel | 2023 | 365,000 | 75,000 | 276,065 | — | 297,913 | 6,692 | 1,020,670 | | Matthew Allen | 2025 | 363,590 | 297,693 | 128,554 | — | — | 5,454 | 795,291 | | Chief Technical Officer | | | | | | | | |

  34. 2025 SUMMARY COMPENSATION TABLE

    (1)For Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman, the amounts in this column for fiscal year 2023 and fiscal year 2024 represent special discretionary cash awards in recognition of their contributions to the Company’s performance in each respective year. For Mr. Allen, the amount in this column for fiscal year 2025 represents his discretionary bonus. (2)The amounts in this column represent the aggregate grant date fair value of Phantom Unit awards granted during the applicable fiscal years, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Certain assumptions used in the calculation of these amounts are included in footnote 12 to our audited financial statements for the fiscal year ended September 30, 2025 included in our Annual Report on Form 10-K filed with the SEC on November 21, 2025. Awards which vest upon achievement of a specified share price are valued using a Monte Carlo simulation performed as of the date of the grant. Awards which vest upon achievement of a financial performance target or upon the passage of time are valued based on the closing share price of the Company’s Common Stock on the grant date and assume the vesting conditions are achieved at target, which we determined to be the probable outcome of such performance conditions as of the date of grant. (3)The amounts in this column for Mr. Gendell, Mr. Simmes, Mr. McLauchlin and Ms. Newman reflect the Value Creation PSUs. In addition, the amount in this column for Mr. Simmes for fiscal year 2024 includes the Simmes Time-Based Award and a discretionary award of 5,612 Phantom Units granted on December 7, 2023 that are scheduled to vest on December 7, 2026. For additional information, see “Long-Term Incentive Awards — Other Long-Term Incentive Awards” above. (4)On December 1, 2022, Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman received grants of 25,096, 17,715, 11,072 and 7,677 FY23 Phantom Units, respectively, which vest subject to certain performance and service conditions. The grant date fair values of the FY23 Phantom Units, calculated assuming maximum performance, were $1,022,774, $721,969, $451,226 and $312,888, respectively. On December 7, 2023, Mr. Gendell, Mr. Simmes, Ms. McLauchlin and Ms. Newman received grants of 12,402, 10,521, 5,962 and 4,209 FY24 Phantom Units, respectively, which vest subject to certain performance and service conditions. The grant date fair values of the FY24 Phantom Units, calculated assuming maximum performance, were $1,049,983, $890,723, $504,748 and $356,319, respectively. On November 27, 2024, Mr. Gendell, Mr. Simmes, Ms. McLauchlin, Ms. Newman and Mr. Allen received grants of 3,320, 2,691, 1,776, 1,346 and 448 FY25 Phantom Units, respectively, which vest subject to certain performance and service conditions. The grant date fair values of the FY25 Phantom Units, calculated assuming maximum performance, were $1,079,793, $875,198, $577,630, $437,599, and $134,867, respectively. For additional information, see “Long-Term Incentive Awards” above. (5)The amounts in this column represent the cash awards earned by the NEOs under the STIP for that fiscal year. In addition, the amount in this column for fiscal year 2025 for Mr. Simmes includes his award under the 2025 SSTIP. Mr. Allen did not participate in the NEO STIP in fiscal year 2025. For additional information, see “Short-Term Incentive Awards” above. (6)The amounts in this column reflect Company matching contributions under the 401(k) Plan. During fiscal year 2025, the total value of all perquisites and personal benefits received by each NEO was less than $10,000.

  35. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth specific information with respect to equity and non-equity incentive plan awards made to the NEOs in fiscal year 2025 under the STIP, SSTIP and LTIP.

  36. GRANTS OF PLAN BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under All Other Stock Awards: Number of Shares of Stock or Units | | | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | ($) | | | | | | (#) | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Jeffrey L. Gendell | 11/21/24 | $231,250 | $925,000 | $1,541,651 | | | | | | | | Jeffrey L. Gendell | 11/27/24 | | | | 2,214 | 3,320 | 4,427 | | | $952,674 | | Matthew J. Simmes | 11/21/24 | $198,438 | $793,750 | $1,322,903 | | | | | | | | Matthew J. Simmes | 11/27/24 | | | | 1,794 | 2,691 | 3,588 | | | $772,182 | | Matthew J. Simmes | 11/21/24 | $— | $1,152,548 | $7,500,000 | | | | | | | | Tracy A. McLauchlin | 11/21/24 | $96,250 | $385,000 | $673,750 | | | | | | | | Tracy A. McLauchlin | 11/27/24 | | | | 1,184 | 1,776 | 2,368 | | | $509,623 | | Mary K. Newman | 11/21/24 | $75,000 | $300,000 | $525,000 | | | | | | | | Mary K. Newman | 11/27/24 | | | | 898 | 1,346 | 1,795 | | | $386,235 | | Matthew M. Allen | 11/27/24 | | | | 392 | 448 | 504 | | | $128,554 |

  37. GRANTS OF PLAN BASED AWARDS

    | (1) Awards in this table were granted in fiscal year 2025. The amount earned in fiscal 2025 in respect of each award is reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  38. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth specific information with respect to unexercised options, unvested PSUs and shares of restricted stock and other unvested equity incentive plan awards outstanding as of September 30, 2025 for each NEO.

  39. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | Jeffrey L. Gendell | 92,712(2) | 36,866,927 | 13,242(3) | 5,265,681 | | Matthew J. Simmes | 95,093(4) | 37,813,731 | 11,108(5) | 4,417,096 | | Tracy A. McLauchlin | 21,127(6) | 8,401,152 | 6,546(7) | 2,603,017 | | Mary K. Newman | 15,553(8) | 6,184,650 | 4,713(9) | 1,874,124 | | Matthew M. Allen | 1,074(10) | 427,076 | 168(11) | 66,805 |

  40. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Calculated based on the closing price per share of the Company’s Common Stock on September 30, 2025 of $397.65. (2)Includes 4,134 unvested FY24 Time-Based Units, 1,107 unvested FY25 Time-Based Units, and 9,029 Director PSUs, which convert to shares of Common Stock when Mr. Gendell leaves the Board for any reason. For additional information, see “Director Compensation” below. Also includes 8,365 FY23 Time-Based Units, which vested on November 21, 2025, 20,077 FY23 Cumulative Income Units, which vested on November 21, 2025 (as a result of 16,731 FY23 Cumulative Income Units vesting at 120% of target), and 50,000 unvested Value Creation PSUs. (3)Includes 9,922 unvested FY24 Cumulative Income Units (assuming 8,268 target FY24 Cumulative Income Units vest at maximum) and 3,320 unvested FY25 Cumulative Income Units (assuming 2,213 target FY25 Cumulative Income Units vest at maximum). (4)Includes 3,507 unvested FY24 Time-Based Units and 897 unvested FY25 Time-Based Units. Also includes 5,905 FY23 Time-Based Units, which vested on November 21, 2025, 14,172 FY23 Cumulative Income Units, which vested on November 21, 2025 (as a result of 11,810 FY23 Cumulative Income Units vesting at 120% of target), 5,612 unvested Phantom Units granted as part of a discretionary award on December 7, 2023, 25,000 unvested Phantom Units awarded pursuant to the Simmes Time-Based Award, and 40,000 unvested Value Creation PSUs. (5)Includes 8,417 unvested FY24 Cumulative Income Units (assuming 7,014 target FY24 Cumulative Income Units vest at maximum) and 2,691 FY25 Cumulative Income Units (assuming 1,794 target FY25 Cumulative Income Units vest at maximum. (6)Includes 1,987 unvested FY24 Time-Based Units and 592 unvested FY25 Time-Based Units. Also includes 3,691 FY23 Time-Based Units, which vested on November 21, 2025, 8,857 FY23 Cumulative Income Units, which vested on November 21, 2025 (as a result of 7,381 target FY23 Cumulative Income Units vesting at 120% of target) and 6,000 unvested Value Creation PSUs. (7)Includes 4,770 unvested FY24 Cumulative Income Units (assuming 3,975 target FY24 Cumulative Income Units vest at maximum) and 1,776 unvested FY25 Cumulative Income Units (assuming 1,184 target FY25 Cumulative Income Units vest at maximum). (8)Includes 1,403 unvested FY24 Time-Based Units and 449 unvested FY25 Time-Based Units. Also includes 2,559 FY23 Time-Based Units, which vested on November 21, 2025, 6,142 FY23 Cumulative Income Units, which vested on November 21, 2025 (as a result of 5,118 target FY23 Cumulative Income Units vesting at 120% of target) and 5,000 unvested Value Creation PSUs. (9)Includes 3,367 unvested FY24 Cumulative Income Units (assuming 2,806 target FY24 Cumulative Units vest at maximum) and 1,346 unvested FY25 Cumulative Income Units (assuming 897 target FY25 Cumulative Income Units vest at maximum). (10) Includes 336 unvested FY25 Time-Based Units and 738 FY23 Time-Based Units, which vested on November 21, 2025. (11) Includes 168 unvested FY25 Cumulative Income Units (assuming 112 target FY25 Cumulative Income Units vest at maximum).

  41. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025 The following table sets forth, on an aggregate basis, specific information with respect to each exercise of options and vesting of stock, including Phantom Units and similar instruments for each NEO during fiscal year 2025.

  42. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Jeffrey L. Gendell(1) | — | — | 25,000 | 7,746,250 | | Matthew J. Simmes(2) | | | 38,740 | 10,770,107 | | Tracy A. McLauchlin(3) | — | — | 8,587 | 2,387,272 | | Mary K. Newman(4) | — | — | 5,516 | 1,533,503 |

  43. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    __________________

  44. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    | (1) On December 1, 2024, Mr. Gendell vested in 25,000 Phantom Units that were awarded to him on December 1, 2021 pursuant to a grant of Phantom Units with stock price-based vesting. | | (2) On November 22, 2024, Mr. Simmes vested in 13,740 Phantom Units that were awarded to him pursuant to the LTIP in December 2021 and on December 3, 2024, Mr. Simmes vested in 25,000 Phantom Units that were awarded to him on December 3, 2021 pursuant to a grant of Phantom Units with stock price-based vesting. | | (3) On November 22, 2024, Ms. McLauchlin vested in 8,587 Phantom Units that were awarded to her pursuant to the LTIP in December 2021. | | (4) On November 22, 2024, Ms. Newman vested in 5,516 Phantom Units that were awarded to her pursuant to the LTIP in December 2021. |

  45. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with SEC rules, we have calculated the ratio of the compensation of our Principal Executive Officer (“PEO”), which was our Chief Executive Officer during fiscal year 2025, and the compensation of our median employee, as calculated below, during the fiscal year 2025 (the “Median Compensation Amount”). Mr. Matthew Simmes was serving as our Chief Executive Officer on September 30, 2025. For the purposes of calculating this compensation ratio, we have annualized his total compensation received as Chief Executive Officer for fiscal year 2025. During fiscal year 2025, the Median Compensation Amount was $56,388 and the annual total compensation for our CEO, including salary, incentive compensation and equity granted during the fiscal year, was $6,203,398. Accordingly, the reasonable estimated ratio of the total annual compensation of the CEO to the Median Compensation amount was 110 to 1. The methodology we used for calculating the pay ratio was first to determine the total employee population (other than the CEO) as of September 30, 2025, including full-time and part-time employees, which we determined to be 10,090 employees. In order to determine the median employee within the identified employee population, we collected fiscal year 2025 payroll compensation per employee, which we defined as all wages reported for the employee on his or her most recent W-2 form. We did not make any assumptions, adjustments, or estimates with respect to total payroll compensation for the employees within the identified employee population, and we did not annualize the compensation for any part-time employees or any full-time employees that were not employed by us for all of fiscal 2025. We then calculated the Median Compensation Amount on the same basis as the total annual compensation of the CEO was calculated. The Company believes its compensation philosophy and process yield an equitable result. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  47. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with recent SEC rules, the following table and accompanying discussion and charts provide information on the relationship between the “compensation actually paid” to our PEO and our other NEOs (calculated in accordance with Item 402(v) of Regulation S-K) and certain measures of the Company’s financial performance, including Total Shareholder Return, Net Income and a Company-Selected Metric that is most important to the determination of executive compensation (in the Company’s case, Adjusted Pretax Income). The compensation actually paid (“CAP”) set forth in the table below does not reflect amounts actually realized by our NEOs, and the HR Compensation Committee did not consider CAP when making compensation decisions for any of the years presented. The information provided in this Pay Versus Performance section shall not be deemed to be incorporated by reference into any of the Company’s future filings under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing.

  48. Pay Versus Performance Table

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | First PEO (Gendell)(1) ($) | Second PEO (Simmes)(1) ($) | First PEO (Gendell)(1) ($) | Second PEO (Simmes)(1) ($) | Average Summary Compensation Table Total for Other NEOs(1) ($) | Average Compensation Actually Paid to Other NEOs(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3)(4) ($) | Net Income (millions)(5) ($) | Adjusted Pretax Income (millions)(6) ($) | | 2025 | 3,348,107 | 6,203,398 | 20,637,895 | 21,349,470 | 1,263,678 | 7,446,006 | 1,931.28 | 1,139.88 | 306 | 416 | | 2024 | 4,700,355 | — | 15,814,569 | — | 3,447,050 | 8,425,000 | 969.50 | 541.71 | 219 | 295 | | 2023 | 3,165,415 | — | 5,478,525 | — | 1,669,219 | 3,011,582 | 319.91 | 311.25 | 108 | 141 | | 2022 | 2,225,000 | — | 1,383,169 | — | 1,669,219 | 1,292,592 | 134.14 | 151.80 | 35 | 51 | | 2021 | 2,873,900 | — | 5,812,565 | — | 1,085,576 | 1,924,602 | 221.90 | 165.81 | 67 | 80 |

  49. Pay Versus Performance Table

    | (1) The PEO for fiscal years 2021, 2022, 2023 and 2024 was Jeffrey L. Gendell. For fiscal year 2025, Jeffrey L. Gendell was the PEO from October 1, 2024 through June 30, 2025 and Matthew J. Simmes was the PEO from July 1, 2025 through the end of fiscal year 2025. The non-PEO NEOs for fiscal year 2025 were [Matthew J. Simmes (until July 1, 2025),] Tracy A. McLauchlin, Mary K. Newman, and Matthew M. Allen (from July 1, 2025 through the end of fiscal year 2025). The non-PEO NEOs for fiscal years 2024, 2023 and 2022 were Matthew J. Simmes, Tracy A. McLauchlin and Mary K. Newman. The only non-PEO NEO for fiscal year 2021 was Tracy A. McLauchlin. | | (2) The following adjustments were made to the Summary Compensation Table total compensation amounts to determine CAP for each applicable year in accordance with Item 402(v)(2) of Regulation S-K. None of our NEOs participate in any defined benefit or actuarial pension plan. |

  50. Pay Versus Performance Table

    | | 2025 | | | 2024 | | 2023 | | 2022 | | 2021 | | | | First PEO ($) Gendell | Second PEO ($) Simmes | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | | Summary Compensation Table Total | 3,348,107 | 6,203,398 | 1,263,678 | 4,700,355 | 3,447,050 | 3,165,415 | 1,669,219 | 2,225,000 | 1,669,219 | 2,873,900 | 1,085,576 | | Deduct grant date fair value of stock awards | (15,270,493) | (748,125) | (1,221,030) | (926,429) | (515,231) | (902,452) | (437,082) | (1,400,000) | (920,557) | (1,823,000) | (365,459) | | Add year-end fair value of equity awards granted during the year and unvested at fiscal year end | 21,388,798 | 1,221,183 | 1,799,764 | 2,805,659 | 1,560,363 | 1,873,409 | 907,228 | 406,500 | 478,457 | 3,046,015 | 398,280 | | Add change in year-end fair value (compared to prior fiscal year end) for awards granted in prior fiscal years and unvested at fiscal year end | 8,415,483 | 6,336,366 | 3,243,088 | 7,575,484 | 3,524,538 | 2,031,500 | 983,909 | 123,669 | 33,236 | — | 639,813 | | Add year-end fair value of equity awards granted and vested during the fiscal year | — | — | — | — | — | — | — | — | — | 1,715,650 | — | | Add change in vesting date fair value (compared to prior fiscal year end) for awards vested during the year | 2,756,000 | 8,336,648 | 2,360,506 | 1,659,500 | 408,280 | (689,347) | (111,692) | 28,000 | 32,237 | — | 166,392 | | Compensation Actually Paid | 20,637,895 | 21,349,470 | 7,446,006 | 15,814,569 | 8,425,000 | 5,478,525 | 3,011,582 | 1,383,169 | 1,292,592 | 5,812,565 | 1,924,602 |

  51. Pay Versus Performance Table

    | (a) The fair value of equity award adjustments for each applicable year were calculated in accordance with ASC Topic 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant, except that awards which vest upon achievement of a specified share price were valued using a Monte Carlo simulation performed as of the applicable valuation date. |

  52. Pay Versus Performance Table

    | (3) Reflects total shareholder return (“TSR”) calculated in the manner required by Item 201(e) of Regulation S-K and reflects the cumulative value of $100, including the reinvestment of dividends, if such amount were invested on September 30, 2020. | | (4) The Company’s peer group for purposes of Item 201(e)(1)(ii) of Regulation S-K was utilized for the purpose of calculating peer group TSR. The peer group TSR was calculated using a customized peer group of five companies that includes Comfort Systems USA Inc., MYR Group Inc., Sterling Infrastructure, Inc., Primoris and Installed Building Products, Inc. (the “Peer Group”). | | (5) Reflects consolidated net income calculated in accordance with GAAP for each of the fiscal years shown. | | (6) Reflects Adjusted Pretax Income for each of the years shown. Adjusted Pretax Income is calculated as income from continuing operations before income taxes, stock compensation expense and restructuring charges, less gains or losses on the disposition of a business, adjusted, in the sole discretion of the HR Compensation Committee, to reflect extraordinary items during the fiscal year. |

  53. Relationship between Compensation Actually Paid and Financial Performance Measures

    Relationship between Compensation Actually Paid and Financial Performance Measures

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Directors who are officers of the Company or any of its subsidiaries do not receive a retainer or fees for service on the Board or any committees. Each non-employee director of the Company receives an annual fee for service on the Board (the “Annual Fee”) of $205,000, which is paid in quarterly installments. In addition, (i) the Chair of the HR Compensation Committee receives a $12,500 annual fee, (ii) the Chair of the Nominating/Governance Committee receives a $10,000 annual fee, and (iii) the Chair of the Audit Committee receives a $25,000 annual fee, each of which is paid in quarterly installments. During the first quarter of each fiscal year, each director is provided the opportunity to elect, in respect of his or her compensation for 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 Chair of a committee of the Board (collectively, the “Total Annual Compensation”), in whole or in part, in either (i) cash, (ii) unrestricted Common Stock or (iii) phantom stock units issued pursuant to the 2006 Equity Incentive Plan that convert to shares of Common Stock on the date the director leaves the Board for any reason (“Director PSUs”), provided that at least 50% of each director’s Total Annual Compensation must be paid in Common Stock or Director PSUs. During fiscal 2025, each non-employee director elected to receive 50% of his or her Total Annual Compensation in the form of cash and 50% in the form of Director PSUs, except that Mr. Fouts elected to receive 100% of his Total Annual Compensation in the form of Director PSUs and Ms. Janzen elected to receive 50% of her Total Annual Compensation in the form of cash and 50% in the form of unrestricted Common Stock. With respect to the portion of each director’s Total Annual Compensation paid in Director PSUs, the number of Director PSUs granted quarterly is determined by dividing the amount of the quarterly installment of such director’s Total Annual Compensation to be paid in Director PSUs by the closing price of the Company’s Common Stock on the last trading day of the quarter. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings and for their reasonable expenses related to the performance of their duties as directors. The following table reflects the amounts paid to each individual non-employee director who served on the Board in fiscal year 2025.

  55. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jennifer A. Baldock | 108,221 | 106,779 | — | — | — | 215,000 | | Todd M. Cleveland | 109,295 | 108,205 | — | — | — | 217,500 | | John L. Fouts | 424 | 204,576 | | | | 205,000 | | David B. Gendell | 102,961 | 102,039 | — | — | — | 205,000 | | Kelly C. Janzen (4) | 40,065 | 39,372 | | | | 79,437 | | Joe D. Koshkin | 115,168 | 114,832 | — | — | — | 230,000 |

  56. DIRECTOR COMPENSATION

    (1)Represents cash fees earned during the fiscal year ended September 30, 2025, including cash paid in lieu of fractional Director PSUs. (2)Represents the aggregate grant date fair value of awards of Director PSUs and shares of Common Stock earned during the fiscal year ended September 30, 2025, computed in accordance with ASC Topic 718. Each Director PSU converts into one share of Common Stock when the respective director leaves the Board for any reason. Assumptions used in the calculation of these amounts are included in footnote 12 to the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2025 included in our Annual Report on Form 10-K filed with the SEC on November 21, 2025. (3)As of September 30, 2025, and including post-fiscal-year-end grants made in respect of fees earned in fiscal year 2025, each non-employee director held the following aggregate number of Director PSUs together with shares of Common Stock: Ms. Baldock — 5,454; Mr. Cleveland — 87,248; Mr. Fouts — 8,181; Mr. David Gendell — 88,536; Ms. Janzen — 111; and Mr. Koshkin — 49,723. (4)Ms. Janzen joined the Board on May 12, 2025.