XML 34 R18.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders' Equity
12 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders' Equity Note Disclosure
12. STOCKHOLDERS’ EQUITY

Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which approximately 619,735 shares were available for issuance at September 30, 2023.

We measure and record compensation expense for all share-based payment awards based on the fair value of the awards granted at the date of grant. The fair value of restricted stock awards and phantom stock unit awards is determined based on the number of shares granted and the closing price of IES’s common stock on the date of grant. For awards vesting upon achievement of a market condition, the likelihood of achieving that market condition is considered in determining the fair value of the grant, which we expense ratably over the vesting period. For awards vesting upon achievement of a performance condition, we record expense based on the grant date fair value when it becomes probable the performance condition will be achieved. Forfeitures are recorded in the period in which they occur. The resulting compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

Stock Repurchase Program

In 2015, our Board authorized a stock repurchase program for the purchase from time to time of up to 1.5 million shares of the Company’s common stock, and in 2019, our Board authorized the repurchase from time to time of an additional 1.0 million shares of the Company's common stock under the stock repurchase program. In December 2022, our Board of Directors terminated our previous stock repurchase program and authorized a new $40,000 stock repurchase program. Share purchases are made for cash in open market
transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under predetermined terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice.

We repurchased 224,013 and 511,600 shares of our common stock in open market transactions at an average price of $31.06 and $32.02 per share during the years ended September 30, 2023 and 2022, respectively.

Treasury Stock

During the year ended September 30, 2023, we issued 105,755 shares of treasury stock to employees and repurchased 32,158 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. We also repurchased 224,013 shares of common stock on the open market pursuant to our stock repurchase program, and 266 shares were forfeited by former employees and returned to treasury stock. During the year ended September 30, 2023, we issued 3,000 unrestricted shares to satisfy the exercise of outstanding options.

During the year ended September 30, 2022, we issued 157,167 shares of treasury stock to employees and repurchased 45,198 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. We also repurchased 511,600 shares of common stock on the open market pursuant to our stock repurchase program. During the year ended September 30, 2022, we issued 9,000 unrestricted shares to satisfy the exercise of outstanding options.

Restricted Stock

A summary of restricted stock awards for the years ended September 30, 2023, 2022 and 2021 is provided in the table below:

Year Ended September 30,
202320222021
Unvested at beginning of year13,639 16,757 38,936 
Granted— — — 
Vested(13,373)(3,118)(8,183)
Forfeited(266)— (13,996)
Unvested at end of year— 13,639 16,757 

The fair value of shares vesting during the years ended September 30, 2023, 2022 and 2021 was $461, $150 and $308, respectively. Fair value was calculated as the number of shares vested times the market price of shares on the date of vesting.

At September 30, 2023, we did not have any remaining unvested restricted stock awards or related unamortized compensation cost.

All the restricted shares granted under the Equity Incentive Plan (vested or unvested) participate in dividends issued to common shareholders, if any.

Director Phantom Stock Units

Director phantom stock units (“Director PSUs”) are primarily granted to the members of the Board of Directors as part of their overall compensation. These Director PSUs are contractual rights to receive one share of the Company's common stock and are paid via unrestricted stock grants to each director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant.

Employee Phantom Stock Units

An employee phantom stock unit (an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. Depending on the terms of each grant, Employee PSUs may vest upon the achievement of certain specified performance objectives and continued performance of services, or may vest based on continued performance of services through the vesting date.
As of September 30, 2022, the Company had outstanding Employee PSUs, which, subject to the achievement of certain performance metrics, could have resulted in the issuance of 315,961 shares of common stock. During the year ended September 30, 2023, 13,583 Employee PSUs were forfeited and 105,755 vested, and the Company granted additional Employee PSUs, which, subject to the achievement of certain performance metrics, could result in the issuance of 129,189 shares of common stock. As of September 30, 2023, a maximum of 325,813 shares of common stock may be issued under outstanding Employee PSUs.

The vesting of these awards is subject to either the achievement of specified levels of cumulative net income before taxes (a performance condition) or specified stock price levels (a market condition) and continued performance of services, or based on continued performance of services through the vesting date alone. For stock awards where vesting depends on achievement of a performance condition, we record expense when we conclude it is probable that the performance condition will be met. At September 30, 2023, it is deemed probable that the portion of the awards that vest based on performance conditions will vest.

A summary of the compensation expense related to our stock awards recognized during the years ended September 30, 2023, 2022 and 2021 is provided in the table below:

Year Ended September 30,
202320222021
Restricted stock awards$23 $137 $145 
Director PSUs$386 $386 $376 
Employee PSUs$3,963 $3,251 $2,986