DEF 14A of Limbach Holdings, Inc., Apr 23, 2024

DEF 14A of Limbach Holdings, Inc.

Filed Apr 23, 2024 · FY20230001628280-24-017440

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of seven directors and is divided into three classes. The term of each directorship is three years, so that one class of directors is elected each year. All directors are elected for three-year terms and until their successors are elected and qualified, or, if sooner, until the director’s death, resignation or removal. In connection with the preparation for this Annual Meeting, Norbert W. Young informed the Board of his intention to retire from the Board effective as of the date of the Annual Meeting. Thus Mr. Young will not be standing for re-election. Mr. Young indicated that he is retiring from the Board to attend to personal matters. Mr. Young, who has served as a director since July 2016, has contributed meaningful insight, leadership and service. The Board has benefited from his extensive experience and expertise in the construction industry and his critical industry insights. Our Nominating and Corporate Governance Committee undertook a process to identify, source and, if appropriate select a director to be nominated by the Board to fill Mr. Young’s seat. After running that process and after deliberations by the Nominating and Corporate Governance Committee and the Board, the Board has nominated David R. Gaboury to be one of the nominees for the Class B directorship. At the virtual Annual Meeting, our stockholders will vote on the election of three Class B directors, Michael M. McCann, Michael F. McNally and David R. Gaboury. The Class B directors will have a term expiring at the 2027 Annual Meeting of Stockholders. Information concerning each nominee for director is set forth below under “Directors and Executive Officers.” Directors are elected by a plurality of the votes cast. The three nominees for director receiving the most votes cast “FOR” such director (from the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors) will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Broker non-votes, if applicable, will have no effect on the outcome of this proposal. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH MICHAEL M. MCCANN, MICHAEL F. MCNALLY AND DAVID R. GABOURY AS CLASS B MEMBERS OF OUR BOARD.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS

  3. Directors

    Directors

  4. CLASS B DIRECTOR NOMINEES

    CLASS B DIRECTOR NOMINEES

  5. Michael F. McNally, 69, Director since September 2017

    Michael F. McNally, 69, Director since September 2017 Michael F. McNally has served as a director of the Company since September 2017. Mr. McNally has also served as a director of Granite Construction Incorporated (NYSE:GVA) (“Granite”) since 2016 and is the current independent board chair. Mr. McNally retired in December 2014 as President and CEO of Skanska USA Inc., one of the largest construction companies in the United States and a subsidiary of one of the world’s largest construction companies, a position he had held since 2008. Prior to his tenure at Skanska, Mr. McNally held various management positions over a 38-year career with Fluor, Marshall Contractors, Mobil Oil and J. Ray McDermott. From 2016 to 2019 he was chair of the US Green Building Council and from 2020 to 2023 he was vice chair of the University of Rhode Island board of trustees. Mr. McNally holds a Bachelor of Science degree in Civil Engineering from the University of Notre Dame and a Master of Business Administration degree from the University of Rhode Island. He is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow, NACD Director Certified and has a NACD CERT Certificate in Cyber-Security Oversight. We believe that Mr. McNally’s qualifications to serve on our Board include his extensive experience as an executive with a major multi-national construction firm and his knowledge and understanding of the construction industry.

  6. Laurel J. Krzeminski, 69, Director since June 2018

    Laurel J. Krzeminski, 69, Director since June 2018 Laurel Krzeminski has served as a director of the Company since June 2018. Ms. Krzeminski served as the Chief Financial Officer (“CFO”) of Granite Construction Incorporated (NYSE: GVA) from November 2010 until her retirement in July 2018. Ms. Krzeminski had also served as Granite’s executive vice president since December 2015, senior vice president from January 2013 to December 2015, vice president from July 2008 to December 2012, interim CFO from June 2010 to October 2010 and corporate controller from July 2008 to May 2010. From 1993 to 2007, Ms. Krzeminski held various corporate and operational finance positions with The Gillette Company (acquired by The Procter & Gamble Company in 2005), including finance director for the Duracell and Braun North American business units and director of Gillette’s Sarbanes-Oxley Section 404 Compliance program and as Gillette’s director of corporate financial reporting. Ms. Krzeminski’s experience also includes several years in public accounting with an international accounting firm. Ms. Krzeminski is currently a member of the board of directors of Terracon. She received a B.S. in Business Administration-Accounting from San Diego State University. We believe that Ms. Krzeminski’s qualifications to serve on our Board include her extensive experience as an executive with a large U.S. construction firm, her accounting and finance expertise and her knowledge and understanding of the construction industry.

  7. Joshua S. Horowitz, 46, Director since March 2020

    Joshua S. Horowitz, 46, Director since March 2020 Mr. Horowitz is a professional investor with over 22 years of investing experience. Since January 2012, he has served as a portfolio manager and Managing Director at various Palm entities, first with Palm Ventures LLC and currently with Palm Management (US) LLC, where he manages the Palm Global Small Cap Master Fund. He was formerly Director of Research at Berggruen Holdings, a multi-billion dollar family office, and was a research analyst at Crossway Partners LP, a value strategy investment partnership. In addition to his experience in the financial industry, Mr. Horowitz brings extensive public company board experience. Earlier in his career, he served as a director of The Lincoln General Insurance Company (private) from October 2011 to November 2015, 1347 Capital Corp (Nasdaq: TFSC) from July 2014 to July 2016, and 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) from April 2015 to April 2018. He served as both Director, and ultimately, Interim Chairman of the Board of Directors of Birner Dental Management Services, Inc. (OTC: BDMS) from December 2017 until the Company’s sale to Mid Atlantic Dental Partners in January 2019. At the time of his service, Birner was the only publicly traded dental service organization (DSO) in the country with 67 offices and over 500 employees. Since December 2023, Mr. Horowitz has served as Chairman of the Board of BK Technologies, Inc. (NYSE: BKTI), a leading critical communications company serving public safety professionals and government agencies. He has served as a Director of Barnwell, Inc. (NYSE:BRN), a holding company with diverse investments in oil and gas assets, since February 2023. In addition, in April 2024, Mr. Horowitz was appointed as a Director of NeuroMetrix, Inc. (Nasdaq: NURO), a commercial stage healthcare company that develops and commercializes neurotechnology devices to address needs in the chronic pain and diabetes markets. Mr. Horowitz holds a B.S. in Management from Binghamton University and studied at the Bath School of Management in the United Kingdom. We believe Mr. Horowitz’s qualifications to serve on our Board include his executive management experience with Palm Management (US) LLC, his background in investment management, corporate strategy, governance, Board level consensus building, investor communications, and his extensive experience serving on the boards of both private and publicly traded companies.

  8. Linda G. Alvarado, 72, Director since August 2021

    Linda G. Alvarado, 72, Director since August 2021 Linda G. Alvarado brings a wealth of experience in the construction industry, most notably as a founder, President and CEO of Alvarado Construction, Inc., a commercial general contractor, development, design/build, and construction management company in the United States and internationally. Ms. Alvarado is also an owner of the Colorado Rockies Major League Baseball Club, as well as the President of Palo Alto, Inc., and the Alvarado Restaurant Entities which owns and operates YUM! Brands restaurants in multiple states. Previously, Ms. Alvarado served as a director of several public companies in diverse industries, including 3M, Cypress AMAX Minerals, Lennox International, Pitney Bowes, Pepsi Bottling Group, Qwest Communications International, and the United Banks of Colorado. In addition to her career experience, Ms. Alvarado was named by Hispanic Business Magazine and Latino Leaders Magazine as One of the Most Influential Hispanics in America and voted by viewers as “The Most Inspiring Latino in America” for the American Latino Television Awards. She was also featured in the 2016 and 2017 Georgia Pacific Company BRAWNY Media Campaign Celebrating Woman’s History Month. Along with U.S. Attorney General Janet Reno and Maya Angelou, Ms. Alvarado was presented the Sara Lee Corporation Frontrunner award for exemplary achievements and leadership. She was a founding member and past Chairman of the Denver Hispanic Chamber of Commerce and a Presidential Appointee as a Commissioner of the White House Initiative for Hispanic Excellence in Education. Ms. Alvarado is actively involved in supporting many charitable organizations and is also one of the founding trustees of the Colorado Latino Community Foundation, the Rose Community Foundation, and the Taco Bell Foundation. We believe Ms. Alvarado brings to the Board of Directors her significant management and operational experience as a principal of several diverse business enterprises, as well as an understanding of finance, strategic growth planning, capital allocation, marketing, workforce and human resources issues. Ms. Alvarado’s experience as a member of other public company boards of directors contributes to her understanding of corporate governance, regulatory compliance, financial matters, and public company issues in the building and construction sector.

  9. Jayme L. Brooks

    Jayme L. Brooks Jayme L. Brooks has served as the Executive Vice President and CFO of the Company, since October 2019. Ms. Brooks served as Executive Vice President and CFO of Capstone Turbine Corporation, a publicly traded manufacturer of microturbine energy systems, from April 2019 until September 2019, and as its CFO and Chief Accounting Officer from April 2015 to April 2019. Previously, Ms. Books also served as Vice President of Financial Planning and Analysis, Interim Chief Accounting Officer and Director of Financial Reporting of Capstone Turbine Corporation. Previously, she served as Vice President and Controller of Computer Patent Annuities North America LLC, a company providing solutions for intellectual property management, including renewal services, software tools and portfolio management. Ms. Brooks holds a Bachelor of Arts degree in Business Economics from the University of California at Santa Barbara and a Master of Business Administration degree from the Fuqua School of Business at Duke University. Ms. Brooks is a Certified Public Accountant (active) licensed in California.

  10. Jay A. Sharp

    Jay A. Sharp Jay A. Sharp has served as President of certain Limbach entities, including: Limbach Company LLC, Limbach Company LP, Jake Marshall LLC and Limbach Facility & Project Solutions LLC since January 2023. Prior to his appointment as President to certain of the Company’s entities, Mr. Sharp served as the Company’s Executive Vice President, Regional Manager since March 2020, in which he had oversight for the Midwest region of the Company. Mr. Sharp also ran the Company’s Ohio business unit from August 2005 to March 2020 and served in various capacities at Limbach from 1990 to 2006. Mr. Sharp received his bachelor’s degree in 1988 from Messiah College through a partnership with Temple University in Philadelphia, PA, and completed Columbia University’s Senior Executive Management program in 2013. Mr. Sharp has played an active role in the construction industry serving on the board of MCACO Board of Directors and has been a Labor Management Trustee for Local 24 from 2011 through 2021.

  11. Nicholas S. Angerosa

    Nicholas S. Angerosa Nicholas S. Angerosa has served as President of Harper Limbach since July 2020, which includes the following entities: Harper Limbach LLC and Harper Limbach Construction LLC. Prior to his appointment as President of Harper Limbach, Mr. Angerosa served as the Company’s Senior Vice President and Branch Manager from May 2018 to July 2020, in which he oversaw the Tampa business unit. Before joining Harper Limbach, Mr. Angerosa worked as a Project Manager and Division Manager with The Poole & Kent Company of Florida, a specialty mechanical and general contractor, from October 1996 to May 2012.

  12. Director Compensation

    Director Compensation We have adopted a compensation program for non-employee directors. The non-employee director compensation program is intended to fairly compensate each of our non-employee directors with cash and equity compensation for the time and effort necessary to serve as a member of our Board. The table below sets forth the 2023 annual cash compensation for our non-employee Directors.

  13. Director Compensation

    | Role | 2023 Annual Cash Compensation | | All Non-Employee Directors | $60,000 | | Chair of the Board | $50,000 | | Committee Chairs | | | Audit | $40,000 | | Finance(1) | $40,000 | | Nominating and Corporate Governance | $20,000 | | Compensation | $20,000 | | Executive(2) | $— |

  14. Director Compensation

    (1) The Finance Committee will be disbanded effective as of the close of the Annual Meeting with certain of its standing responsibilities being assumed by the full Board and certain other responsibilities being delegated to the Audit Committee. (2) The Executive Committee will be disbanded effective as of the close of the Annual Meeting. This measure is being taken given the relative size of the overall Board (i.e., only a seven member Board) and due to the fact that the Executive Committee has not needed to convene or meet at any point in 2023. In addition to the annual cash compensation, non-employee Directors are eligible to be reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at Board and Committee meetings. Directors receive no additional compensation for Board or Committee meeting attendance. Members of our Board who are also our employees do not receive compensation for their services as Directors. Equity compensation. Our non-employee directors are eligible to receive equity-based awards as compensation for their services as directors. Our current non-employee director RSU awards are prorated based on the date the director is either elected or appointed to the board. In January 2023, each of our non-employee directors received equity-based awards as compensation for their services as directors in the form of RSU grants based on a value of $75,000 worth of our common stock. In January 2024, the Compensation Committee approved an increase in the base value of RSU grants for our non-employee directors to $85,000. These RSUs are subject to service-based vesting that vest on a one-year cliff from the date of grant. The table below provides summary information concerning compensation paid or accrued by us to or on behalf of our non-executive directors for services rendered for the fiscal year ended December 31, 2023.

  15. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Gordon G. Pratt | 110,000 | 80,317 | — | 190,317 | | Laurel J. Krzeminski | 100,000 | 80,317 | — | 180,317 | | Joshua S. Horowitz | 100,000 | 80,317 | — | 180,317 | | Norbert W. Young | 80,000 | 80,317 | — | 160,317 | | Michael F. McNally | 80,000 | 80,317 | — | 160,317 | | Linda G. Alvarado | 60,000 | 80,317 | — | 140,317 | | Charles A. Bacon, III | 10,000 | 19,498(2) | — | 29,498 |

  16. Director Compensation

    (1) As required by SEC rules, amounts shown present the aggregate grant date fair value of RSU awards granted to our non-employee directors during 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair value was based on the closing price of our common stock, as reported on Nasdaq, on the date of grant, which was $11.63 per share of common stock on January 4, 2023. (2) In conjunction with the Company’s planned transition succession, Mr. Bacon continued as a non-employee director of the Board and was compensated $10,000 for his service from March 29, 2023 through the date of the Company’s 2023 Annual Meeting. In addition, on April 30, 2023, Mr. Bacon was granted 1,151 service-based RSU awards in connection with his service as a non-employee director. The grant date fair value was based on the closing price of our common stock, as reported on Nasdaq, which was $16.94 per share of common stock on April 28, 2023. (3) As of December 31, 2023, our non-employee directors held unvested RSUs (in shares of common stock) as follows: Mr. Pratt: 7,973; Ms. Krzeminski: 7,973; Mr. Horowitz 7,973; Mr. Young: 7,973; Mr. McNally: 7,973 and Ms. Alvarado: 7,973.

  17. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned or received during the years indicated by each of our named executive officers (“NEOs”) (as determined pursuant to the SEC’s disclosure requirements for executive compensation in Item 402 of Regulation S-K).

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total | | Michael M. McCann(4) | 2023 | $566,436 | $— | $613,893 | $— | $816,311 | $25,200 | $2,021,840 | | President and Chief Executive Officer | 2022 | $417,500 | $— | $384,394 | $— | $306,674 | $24,200 | $1,132,768 | | Charles A. Bacon, III(5) | 2023 | $164,227 | $— | $1,507,218 | $— | $— | $948,633 | $2,620,078 | | Former President and Chief Executive Officer | 2022 | $650,000 | $— | $598,461 | $— | $682,081 | $12,200 | $1,942,742 | | Jayme L. Brooks | 2023 | $455,648 | $— | $486,411 | $— | $453,077 | $25,200 | $1,420,336 | | Executive Vice President and Chief Financial Officer | 2022 | $394,500 | $— | $254,250 | $— | $248,382 | $24,200 | $921,332 | | Jay A. Sharp(6) | 2023 | $443,069 | $— | $344,723 | $— | $409,370 | $25,200 | $1,222,362 | | President of Limbach | | | | | | | | |

  19. Summary Compensation Table

    (1) Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each named executive officer during 2023, in accordance with Accounting Standards Codification Topic No. 718. The assumptions used in calculating the aggregate grant date fair value of the equity awards reported in this column are set forth in Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (2) Amounts set forth in this column reflect the annual cash-based incentive bonuses earned by and paid to our NEOs based on actual performance against key business goals. For 2023 and 2022, the non-equity incentive plan compensation was rewarded for the achievement of certain Company-wide Adjusted EBITDA targets. (3) Amounts reflect a $1,000 per month automobile allowance paid to Mr. McCann and Ms. Brooks in both 2023 and 2022, and Mr. Sharp in 2023. In addition, other compensation includes employer match of 401(k) contributions for Mr. McCann of $13,200 and $12,200, Mr. Bacon of $10,311 and $12,200 and Ms. Brooks of $13,200 and $12,200 for 2023 and 2022, respectively, and $13,200 for Mr. Sharp in 2023. The amounts paid by the Company to Mr. McCann, Mr. Bacon, and Ms. Brooks for fiscal year 2022 as employer match of 401(k) contributions have been revised from those disclosed in the Summary Compensation Table in our Definitive Proxy Statement filed in 2023 were overstated by $12,080, $30,168, and $10,132, respectively, and did not reflect the application of an automatic cap that limited such contributions to a maximum of $12,200 to each NEO in fiscal 2022. (4) On March 29, 2023, Mr. McCann, the Company’s former Executive Vice President and COO, was appointed President and CEO. All compensation earned by Mr. McCann during 2022 and until March 28, 2023 was solely in his capacity as Executive Vice President and COO. (5) The amount reported in the “Stock Awards” column for 2023 includes service-based RSUs with a grant date fair value of $245,951 that were granted to Mr. Bacon on January 4, 2023 and subsequently forfeited on April 30, 2023, in accordance with Mr. Bacon’s Employment Transition Agreement. The amount reported in the “Stock Awards” column for 2023 also includes performance-based RSUs with a fair market value of $491,902 that were granted to Mr. Bacon on January 4, 2023 and the incremental fair value of $769,365 relating to the modification of all unvested performance-based RSUs held by Mr. Bacon at the time of his retirement, in accordance with Mr. Bacon’s Employment Transition Agreement, on April 30, 2023. The Board modified such performance-based RSUs to permit a pro-rata portion of all unvested performance-based RSUs held by Mr. Bacon at the time of his retirement to vest based on actual performance through the applicable performance period, on an “as if, and when”, earned basis. The amount reported in the “All Other Compensation” column for 2023 includes the following amounts paid to Mr. Bacon in accordance with Mr. Bacon’s Employment Transition Agreement: (i) a base salary continuation in the amount of $524,773; (ii) a cash-based incentive bonus earned by and paid to Mr. Bacon based on actual performance against key business goals and pro-rated for the period of time from and including January 1, 2023 through and including April 30, 2023, in the amount of $346,527; (iii) $22,524 related to accrued and unused vacation time, and (iv) $15,000 reimbursement for his documented fees and expenses of his counsel actually incurred in connection with the review and negotiation of the Employment Transition Agreement. The amount reported in the “All Other Compensation” column for 2023 also includes $10,000 paid to Mr. Bacon and 1,151 service-based RSU awards with a grant date fair value of $19,498 granted to Mr. Bacon for his service as a non-employee director on the Board from April 30, 2023 through the date of the Company’s 2023 Annual Meeting. (6) In conjunction with the aforementioned planned transition succession, effective January 17, 2023, Mr. Sharp was promoted to the position of President of certain entities, including: Limbach Company LLC, Limbach Company LP, Jake Marshall LLC and Limbach Facility & Project Solutions LLC. The table above presents Mr. Sharp’s full-year 2023 compensation, including any compensation during the year in which Mr. Sharp was not considered a NEO.

  20. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information regarding outstanding stock options and unvested stock awards held by each of our named executive officers as of December 31, 2023.

  21. Outstanding Equity Awards at 2023 Year-End

    | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock that have not vested (#)(2) | Market Value of Shares or Units of Stock that have not vested(3) ($) | Equity Incentive Plan Awards number of unearned shares, units or other rights that have not vested (#)(4) | Equity Incentive Plan Awards market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Michael M. McCann | 1/1/2021 | 3,889 | 176,833 | 31,340 | 1,425,030 | | | 1/1/2022 | 10,980 | 499,261 | — | — | | | 3/30/2022 | — | — | 32,939 | 1,497,736 | | | 1/4/2023 | 14,096 | 640,945 | 28,192 | 1,281,890 | | | 1/17/2023 | 3,240 | 147,323 | 6,480 | 294,646 | | Charles A. Bacon, III(5) | 4/30/2023 | — | — | 24,446 | 1,111,571 | | | 4/30/2023 | — | — | 22,564 | 1,025,985 | | | 4/30/2023 | — | — | 4,653 | 211,572 | | Jayme L. Brooks | 1/1/2021 | 3,334 | 151,597 | 26,864 | 1,221,506 | | | 1/1/2022 | 7,262 | 330,203 | — | — | | | 3/30/2022 | — | — | 21,787 | 990,655 | | | 1/4/2023 | 13,320 | 605,660 | 26,639 | 1,211,275 | | | 6/30/2023 | 292 | 13,277 | 585 | 26,600 | | Jay A. Sharp | 1/1/2021 | 2,667 | 121,268 | 21,491 | 977,196 | | | 1/1/2022 | 4,602 | 209,253 | — | — | | | 3/30/2022 | — | — | 13,807 | 627,804 | | | 1/4/2023 | 5,856 | 266,272 | 11,713 | 532,590 | | | 1/17/2023 | 3,726 | 169,421 | 7,452 | 338,842 |

  22. Outstanding Equity Awards at 2023 Year-End

    (1) An additional column showing the grant dates of certain service-based and performance-based incentive awards has been included for a better understanding. (2) These RSUs are subject to service-based vesting conditions that vest in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment through each vesting date. (3) These amounts are based on the market value of the Company’s Common Stock on December 29, 2023, which was $45.47 per share. In accordance with applicable SEC rules, the RSUs that vest based on the achievement of financial performance-based conditions (as noted below) are reported at the threshold level of performance in the table (representing 100% of the target level of performance shown for each individual award). (4) These RSUs are subject to financial performance-based vesting conditions over a three-year period commencing on the grant date. For performance-based awards granted on January 1, 2021, a performance factor of 134.32% was applied as a result of the level of achievement. For all other performance-based awards shown in the table above, the amounts shown reflect the pay-out of performance based shares based upon achievement of a 100% level of performance. (5) Represents performance-based RSUs granted to Mr. Bacon that were modified on April 30, 2023 to permit an amount equal to a pro-rata portion of all unvested performance-based RSUs held by Mr. Bacon at the time of his retirement (for performance-based awards granted in 2021, 2022 and 2023) to vest based on actual performance through the applicable performance period, on an “as if, and when”, earned basis.

  23. Pay vs. Performance

    Pay vs. Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we provide the following disclosure regarding executive Compensation Actually Paid and certain performance measures required for Smaller Reporting Companies. The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021, along with the financial information required for each fiscal year:

  24. Pay vs. Performance

    | Year | Summary Compensation Table Total for CEO (McCann)(1) | Summary Compensation Table Total for CEO (Bacon)(1) | Compensation Actually Paid to CEO (McCann)(2) | Compensation Actually Paid to CEO (Bacon)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(5) | GAAP Net Income (thousands) | Non-GAAP Adjusted EBITDA (thousands)(6) | | 2023 | $2,021,840 | $2,620,078 | $6,707,263 | $2,267,037 | $1,321,349 | $4,384,774 | $436.79 | $20,754 | $46,801 | | 2022 | $— | $1,942,742 | $— | $2,251,984 | $1,038,156 | $1,218,326 | $115.67 | $6,799 | $31,765 | | 2021 | $— | $1,497,380 | $— | $916,923 | $986,220 | $762,489 | $72.99 | $6,714 | $23,276 |

  25. Pay vs. Performance

    (1) During 2023, both Mr. McCann and Mr. Bacon served as the Company’s Principal Executive Officer (“PEO”). Mr. Bacon served as President and CEO in 2021, 2022 and through March 28, 2023 and Mr. McCann served as President and CEO beginning on March 29, 2023. The dollar amounts reported reflect the amounts of total compensation reported for each of our PEOs. (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. McCann and Mr. Bacon during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) the value of equity awards issued and vested during the reported fiscal year. See Table below for further information. (3) For fiscal year 2023, the dollar amounts reported are the average of the total compensation reported for our NEOs, other than Mr. McCann and Mr. Bacon, namely our Executive Vice President and CFO, Jayme L. Brooks, and our President of certain Limbach entities, Jay A. Sharp. For fiscal years 2022 and 2021, the dollar amounts reported are the average of the total compensation reported for Ms. Brooks and Mr. McCann while he served in the capacity as Executive Vice President and COO. (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than Mr. McCann for fiscal year 2023 and Mr. Bacon for fiscal years 2023 and 2022 in the Summary Compensation Table, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. (5) Reflects the cumulative stockholder return over the relevant fiscal year, computed in accordance with SEC rules, assuming an investment of $100 in our common shares at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our common stock on the last trading day in the applicable fiscal year. For 2023, the closing price of our common stock on December 31, 2022 was $10.41 and the closing price of our common stock on December 31, 2023 was $45.47. For 2022, the closing price of our common stock on December 31, 2021 was $9.00 and the closing price of our common stock on December 31, 2022 was $10.41. For 2021, the closing price of our common stock on December 31, 2020 was $12.33 and the closing price of our common stock on December 31, 2021 was $9.00. (6) Refer to Annex A for a reconciliation of the Company’s non-GAAP financial measures included in this Proxy Statement. To calculate the amounts in the “Compensation Actually Paid to CEO” columns in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table for years 2023, 2022 and 2021:

  26. Pay vs. Performance

    | Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards for CEO(1) | Fair Value as of Year End for Awards Granted During the Year(2) | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years(3) | Fair Value Increase or Decrease from Prior Year end for Awards Granted and Vested During the Year(4) | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year(5) | Awards Granted in a Fiscal Year Prior to the Covered Period Fiscal Year that Failed to Meet Applicable Vesting Conditions(6) | Compensation Actually Paid to CEO | | 2023 (McCann) | $2,021,840 | $(613,893) | $2,364,804 | $2,858,282 | $— | $76,230 | $— | $6,707,263 | | 2023 (Bacon) | $2,620,078 | $(1,507,218) | $2,065,111 | $— | $8,011 | $76,230 | $(995,175) | $2,267,037 | | 2022 | $1,942,742 | $(598,461) | $800,768 | $76,767 | $— | $— | $— | $2,221,816 | | 2021 | $1,497,380 | $(431,550) | $315,000 | $(463,907) | $— | $— | $— | $916,923 |

  27. Pay vs. Performance

    (1) Represents the grant date fair value, and the incremental fair value where applicable, of the equity awards to our CEO, as reported in the Summary Compensation Table. The reported value of equity awards for Mr. Bacon includes service-based RSUs with a grant date fair value of $245,951 and performance-based RSUs with a grant date fair value of $491,902 that were both granted to Mr. Bacon on January 4, 2023. In accordance with Mr. Bacon’s Employment Transition Agreement, all unvested service-based RSUs held by Mr. Bacon as of April 30, 2023 were forfeited under the Company’s Omnibus Plan. On April 30, 2023, in accordance with Mr. Bacon’s Employment Transition Agreement, all unvested performance-based RSUs held by Mr. Bacon at the time of his retirement were modified to permit a pro-rata portion of all such unvested performance-based RSUs to continue to vest based on actual performance through the applicable performance period, on an “as if, and when”, earned basis, resulting in an incremental fair value of $769,365. (2) Represents the average of the year-over-year change in the fair value of equity awards to our CEO. No awards vested in the year they were granted. (3) For performance-based awards granted on January 1, 2021, a performance factor of 134.32% was applied as a result of the level of achievement through December 31, 2023. For all other performance-based awards shown in the table above, the amounts shown reflect the pay-out of performance based shares based upon achievement of a 100% level of performance. In addition, as noted above, in accordance with Mr. Bacon’s Employment Transition Agreement, all unvested service-based RSUs held by Mr. Bacon as of April 30, 2023 were forfeited under the Company’s Omnibus Plan and all unvested performance-based RSUs held by Mr. Bacon as of April 30, 2023 were modified to permit a pro-rata portion of all such unvested performance-based RSUs to continue to vest. (4) As noted within the Summary Compensation Table, Mr. Bacon was granted 1,151 service-based RSU awards on April 30, 2023 for his services as a non-employee director, which vested on the date of the Company’s 2023 Annual Meeting. The amount disclosed above represents the fair value increase of the awards at the time of vesting. The grant date fair value of these awards were included in “All Other Compensation” within the Summary Compensation Table. (5) For 2023, the amounts represent the change in fair value associated with certain performance-based RSUs that vested on March 8, 2023 based on the achievement of certain pre-established goals at above-target levels for the performance period commencing on January 1, 2020 through December 31, 2022. The performance factor during the measurement period used to determine compensation payouts was 136.13% of the pre-defined metric target of 100%. (6) Reflects the grant date fair value of certain service-based and performance-based RSUs that were forfeited by Mr. Bacon as a result of his employment transition. To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:

  28. Pay vs. Performance

    | Year | Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Equity Awards for Non-CEO NEOs(1) | Fair Value as of Year End for Awards Granted During the Year(2) | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years(3) | Fair Value Increase or Decrease from Prior Year end for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year(4) | Compensation Actually Paid to Non-CEO NEOs | | 2023 | $1,321,349 | $(415,567) | $1,581,970 | $1,849,107 | $— | $47,915 | $4,384,774 | | 2022 | $1,038,156 | $(319,322) | $427,268 | $70,814 | $— | $1,410 | $1,218,326 | | 2021 | $986,220 | $(400,725) | $292,500 | $(109,411) | $— | $(6,095) | $762,489 |

  29. Pay vs. Performance

    (1) Represents the average of the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table for each applicable year. (2) Represents the average of the year-over-year change in the fair value of equity awards to our Non-CEO NEOs. (3) Represents the average of the year-over-year change in the fair value of equity awards to our Non-CEO NEOs. For performance-based awards granted on January 1, 2021, a performance factor of 134.32% was applied as a result of the level of achievement. For all other performance-based awards shown in the table above, the amounts shown reflect the pay-out of performance based shares based upon achievement of a 100% level of performance. (4) For 2023, the amount represents the change in fair value associated with certain performance-based RSUs that vested on March 8, 2023 based on the achievement of certain pre-established goals at above-target levels for the performance period commencing on January 1, 2020 through December 31, 2022. The performance factor during the measurement period used to determine compensation payouts was 136.13% of the pre-defined metric target of 100%.