DEF 14A of Limbach Holdings, Inc., Apr 23, 2025

DEF 14A of Limbach Holdings, Inc.

Filed Apr 23, 2025 · FY20240001628280-25-019381

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, it was determined that Gordon G. Pratt would not be re-nominated for election at this Annual Meeting, and therefore, Mr. Pratt will retire from the Board effective as of the date of the Annual Meeting. Thus, Mr. Pratt will not be standing for re-election. Mr. Pratt, who served as the Chairman of the Board from July 2016 through June 2024 and served as a Director and held the roles of president, chief executive officer (“CEO”) and vice chairman of the board of directors of 1347 Capital Corp. from 2014 until the completion of the business combination we consummated in July 2016, has contributed meaningful insight, leadership and service. Mr. Pratt was named our Chairman Emeritus in June of 2024. The Board has benefited from his extensive experience and expertise. Our Nominating and Corporate Governance Committee is currently undertaking a process to identify, source and, if appropriate select a director to be nominated by the Board to further expand our Board. In light of Mr. Pratt not being re-nominated, our Board class requirements under our Second Amended and Restated Certificate of Incorporation and the vacancies that will emerge in our Class C directors, among other factors, our Board, upon the recommendation of our Nominating and Corporate Governance Committee, determined that it was advisable to nominate Michael M. McCann to stand for election as a Class C director at the Annual Meeting, in an effort to divide our Board into three classes of directors, with each class as equal in number as possible. At the virtual Annual Meeting, our stockholders will vote on the election of two Class C directors, Michael M. McCann and Laurel J. Krzeminski. The Class C directors will have a term expiring at the 2028 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 two 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 two 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 OF MICHAEL M. MCCANN AND LAUREL J. KRZEMINSKI AS CLASS C MEMBERS OF OUR BOARD.

  2. ELECTION OF DIRECTORS

    | Limbach 2025 Proxy Statement | Table of Contents |

  3. ELECTION OF DIRECTORS

    | DIRECTORS AND EXECUTIVE OFFICERS |

  4. Directors

    Directors

  5. CLASS C DIRECTOR NOMINEES

    CLASS C DIRECTOR NOMINEES

  6. Laurel J. Krzeminski, 70, Director since June 2018

    Laurel J. Krzeminski, 70, Director since June 2018 Laurel J. Krzeminski has served as a Director of the Company since June 2018. Ms. Krzeminski served as the chief financial officer of Granite Construction Incorporated (NYSE: GVA) (“Granite”) from November 2010 until her retirement in July 2018. Ms. Krzeminski has 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 chief financial officer 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 (“Gillette”) (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 Consultants, Inc. (“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, 47, Director since March 2020

    Joshua S. Horowitz, 47, Director since March 2020 Joshua S. Horowitz has served as the Chairman of the Board since June 2024 and has served as a Director since March 2020. Mr. Horowitz is a professional investor with over 20 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 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 September 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 the interim chairman of the board of directors at Birner Dental Management

  8. Joshua S. Horowitz, 47, Director since March 2020

    | Limbach 2025 Proxy Statement | Table of Contents |

  9. Joshua S. Horowitz, 47, Director since March 2020

    Services, Inc. (OTC: BDMS) from June 2018 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 Corporation (NYSE: BKTI). He also serves on the boards of Barnwell Industries (NYSE: BRN) and NeuroMetrix (Nasdaq: NURO). In addition, since March 2025, Mr. Horowitz has served as a director of Kingsway Financial Services Inc. (NYSE: KFS), a holding company that owns or controls subsidiaries primarily in the business services and extended warranty industries. Mr. Horowitz holds a B.S. in Management, manga cum laude, from Binghamton University and also studied at the Bath School of Management in the United Kingdom. Mr. Horowitz also earned a National Association of Corporate Directors (“NACD”) CERT Certificate in Cyber-Risk Oversight, issued by Carnegie Mellon University. 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.

  10. Linda G. Alvarado, 73, Director since August 2021

    Linda G. Alvarado, 73, Director since August 2021 Linda G. Alvarado has served as a Director of the Company since August 2021. Ms. 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.

  11. Michael F. McNally, 70, Director since September 2017

    Michael F. McNally, 70, 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 since 2016 and is the current independent chair of the board of directors. Mr. McNally retired in December 2014 as president and CEO of Skanska USA Inc. (“Skanska”), one of the largest construction companies in the United States and a subsidiary of one of the world’s largest construction companies, Skanska AB, 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 NACD Board Leadership Fellow, NACD Director Certified and has a NACD CERT Certificate in Cyber-Security Oversight, issued by Carnegie Mellon University.

  12. Michael F. McNally, 70, Director since September 2017

    | Limbach 2025 Proxy Statement | Table of Contents |

  13. Michael F. McNally, 70, Director since September 2017

    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.

  14. David R. Gaboury, 71, Director since June 2024

    David R. Gaboury, 71, Director since June 2024 David R. Gaboury joined the Board in June 2024, following his tenure as board chair, CEO and president of Terracon, a 5,000+ employee-owned geo-engineering company. Mr. Gaboury joined Terracon in 1997, becoming CEO in 2002, and substantially grew the firm’s annual revenue from $75 million to $750 million. Prior to Terracon, he was with Woodward Clyde Group Inc. for 15 years, serving as COO and president of Woodward Clyde Consultants for the last five years. Mr. Gaboury currently holds the position of chair emeritus at Terracon. He also serves as a member of the board of directors of Smith Seckman Reid, Inc. (lead director), RS&H, Inc. (board chair) and Weston Solutions, Inc. Further, he serves as a board member of a private company named Hall’s Culligan, a 1,000-person water distribution company. Mr. Gaboury’s previous leadership roles include chair of the board of directors of Olathe Medical Center, trustee chair of Olathe Medical Services, board member of the Construction Industry Round Table, and president of ASFE/The Geoprofessional Business Association. In 2013, Mr. Gaboury was selected as an Ernst & Young Entrepreneur of the Year award winner. Mr. Gaboury received a Bachelor of Science degree in Civil Engineering from the University of Massachusetts Amherst, a Master of Science degree in Civil Engineering from the Massachusetts Institute of Technology and is a graduate of Harvard Business School, Advanced Management Program. Mr. Gaboury is also a licensed professional engineer. We believe that Mr. Gaboury’s qualifications to serve on our Board include his extensive experience as an executive with a major national consulting engineering firm and his knowledge and understanding of the construction industry.

  15. Director Compensation

    Director Compensation We have adopted a compensation program for our 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 2024 annual cash compensation for our non-employee directors.

  16. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | All Other Compensation ($) | Total ($) | | Joshua S. Horowitz(4) | 105,467 | 87,030 | — | 192,497 | | Laurel J. Krzeminski | 100,000 | 87,030 | — | 187,030 | | Gordon G. Pratt(4) | 82,665 | 87,030 | — | 169,695 | | Michael F. McNally(5) | 80,000 | 87,030 | — | 167,030 | | Linda G. Alvarado(6) | 70,934 | 87,030 | — | 157,964 | | David R. Gaboury(7)(8) | 32,967 | 49,362 | — | 82,329 | | Norbert W. Young(9) | 36,264 | 87,030 | — | 123,294 |

  17. Compensation Philosophy, Approach and Pay Elements

    Compensation Philosophy, Approach and Pay Elements We have a straightforward and transparent compensation program that is linked to our strategy and the drivers of long-term stockholder value. It is based on our pay for performance methodology, and we use operating performance metrics that are important to our business. To be successful, we need to attract and retain executives and employees who are talented and motivated to grow long-term stockholder value. There are four central elements of our executive total compensation: 1.base salary – cash-based; 2.short-term incentives – cash based, and based on percentages of executive base salaries; 3.long-term incentives – equity-based, comprising of service-based and performance-based RSUs; and 4.benefits – health and retirement benefit plans.

  18. Compensation Philosophy, Approach and Pay Elements

    | Pay Element | Purpose | Key Characteristics | | Base Salary | •Provide a fixed level of cash compensation for performing day-to-day functions •Competitive base pay to attract and retain executive talent | •Levels are evaluated annually by the Compensation Committee •For 2024, base salaries were established based on a number of factors, including each executive’s performance and time in his or her role, advice from the Compensation Committee’s independent compensation consultant, analysis of peer group survey data and economic conditions | | Short-Term Incentive Plan | •Reward annual financial performance | •Target awards are established as a percentage of base salary •Each award’s target opportunity is based on the achievement of objective, pre-established goals related to our yearly Adjusted EBITDA performance | | Long-Term Incentive plan | •Reward long-term Company performance •Encourage focus on growing stockholder value •Align management’s interests with stockholders’ interests •Encourage retention of key executives, stability, and continuity of leadership | •Granted as a percentage of the NEOs base salary •Awards are provided through a combination of service-based (one-third) and performance-based (two-thirds) RSUs •Service-based RSUs vest ratably over a three-year period •Performance-based RSUs vest fully at the end of the three-year period based on the achievement of objective, pre-established goals related to our average Adjusted EBITDA Margin percentage over the performance period and meeting certain minimum performance thresholds | | Benefits | •Attract and retain strong executive talent •Provide basic financial stability | •Participation in health and retirement benefit plans, generally on the same terms as all other full-time employees of the Company |

  19. Compensation Philosophy, Approach and Pay Elements

    | | What we do: | | What we don’t do: | | ☑ | Align short- and long-term incentive plan targets with business goals and stockholder interests | ☒ | Provide excise tax gross-up payments | | ☑ | Conduct an annual say on pay advisory vote | ☒ | Reward executives for taking excessive, inappropriate or unnecessary risks | | ☑ | Retain an independent compensation consultant to advise our Compensation Committee | ☒ | Allow repricing or backdating of equity awards | | ☑ | Use performance metrics that compare our performance to external benchmarks | ☒ | Spring-load equity awards | | ☑ | Maintain an insider trading policy | ☒ | Provide guaranteed salary increases or guaranteed bonuses | | ☑ | Maintain a clawback policy that applies to NEOs | ☒ | Award incentives for below-threshold performance | | ☑ | Maintain a stock ownership policy for executive officers | ☒ | Pay dividends on unearned or unvested equity awards | | ☑ | Re-evaluate and update the composition of our peer group regularly | ☒ | Have single trigger vesting on our equity-based compensation awards or in our change in control agreements | | ☑ | Maximum payout cap applied to incentive plans | ☒ | No hedging or pledging for any employee, including our officers and directors | | ☑ | Pay for performance, with a significant portion of target compensation at risk | ☒ | No excessive perks |

  20. Compensation Setting Process and Role of Compensation Consultants

    Compensation Setting Process and Role of Compensation Consultants Our Board has delegated to the Compensation Committee the responsibility of administering executive compensation and benefit programs, policies and practices. The Compensation Committee is composed entirely of individuals who are independent directors under the independence standards of the Nasdaq and SEC, including the enhanced independence requirements for Compensation Committee members. The Compensation Committee may also delegate certain matters to a subcommittee in its discretion. The performance of the management team is reviewed relative to performance measures, and compensation levels for our NEOs are reviewed and approved on an annual basis. To assist in the compensation setting process, the Committee has engaged CAP, an independent executive compensation consultancy firm, to provide information and advice regarding compensation and benefit levels and incentive plan designs. CAP is engaged by, and reports directly to, the Compensation Committee, which has the sole authority to hire or fire CAP and to approve fee arrangements for work performed. The Compensation Committee has authorized CAP to interact with management on behalf of the Compensation Committee, as needed in connection with advising the Compensation Committee. The Compensation Committee annually assesses the independence of CAP and concluded that CAP’s work does not raise any conflict of interest. In particular, the Compensation Committee retains CAP to prepare compensation plan reviews, identify general trends and practices in executive compensation programs, provide information on new developments related to compensation, assist in selecting the appropriate peer group, prepare a market analysis of target total compensation for the NEOs based on comparable and similarly-sized companies, and furnish its input regarding the compensation and incentives of the CEO and other executives. The Compensation Committee meets with management and CAP regularly throughout the course of the year. The Compensation Committee reports to the entire Board at regularly scheduled Board meetings on its activities, the research commissioned from our compensation consultant and on the Compensation Committee’s specific compensation deliberations and decisions that directly affect our executive leadership team, as is appropriate.

  21. Compensation Setting Process and Role of Compensation Consultants

    | Limbach 2025 Proxy Statement | Table of Contents |

  22. Compensation Peer Group

    Compensation Peer Group The Compensation Committee believes that it is appropriate to utilize compensation benchmarking studies of our peer and competitor companies to establish initial compensation targets because the competitiveness of our compensation practices greatly influences our ability to attract, motivate and retain top executive officer talent, which is an important determinant of our business success. However, the Compensation Committee believes compensation benchmarking studies should be considered only as a point of reference for measurement and not as the determinative factor for our NEOs’ compensation. The results of the studies do not supplant the significance of the individual performance of our NEOs that the Compensation Committee considers when making compensation decisions. Because the information provided by compensation benchmark studies is just one of the pieces of information that is used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, the Compensation Committee has discretion to determine the frequency of performing benchmarking and other studies. We annually compare our compensation program with those companies in a peer group that the Compensation Committee evaluates together with CAP (the “Peer Group”). The companies selected for inclusion in the Peer Group, which are listed below, were selected on the basis of a number of factors, including similar industry characteristics, organization size and financial characteristics such as revenues and market capitalization, as well as companies we compete with for talent. The companies included in the Peer Group for the evaluation of 2024 executive compensation are as follows:

  23. Compensation Peer Group

    | Executive Compensation Peer Group 2024 | | | | | Comfort Systems USA | NV5 Global | Bel Fuse Inc. | Thermon Group Holdings, Inc. | | IES Holdings | CSW Industrials, Inc. | Key Tronic Corporation | NN, Inc. | | Sterling Infrastructure | Orion Group Holdings | Willdan Group, Inc. | Bowman Consulting Group, LTD. | | Ameresco | Great Lakes Dredge & Dock | L.B. Foster Company | Northwest Pipe Company | | INNOVATE Corp. | Enerpac Tool Group Corp. | Exponent, Inc. | The Eastern Company |

  24. Analysis of 2024 Compensation Decisions and Actions

    (1) The 2023 base salary for Mr. McCann represents his initial base salary following his appointment to President and CEO on March 29, 2023 and is not indicative of the salary actually paid to Mr. McCann as reported within the Summary Compensation Table. (2) The 2023 base salary for Ms. Brooks represents her base salary following a mid-year increase on July 1, 2023 and is not indicative of the salary actually paid to Ms. Brooks as reported within the Summary Compensation Table. (3) The 2023 base salary for Mr. Sharp represents his initial base salary following his appointment to President of certain Limbach entities on January 17, 2023 and is not indicative of the salary actually paid to Mr. Sharp as reported within the Summary Compensation Table. (4) The 2023 base salary for Mr. Angerosa represents his initial base salary following his appointment to President of Harper Limbach on January 17, 2023 and is not indicative of the salary actually paid to Mr. Angerosa as reported within the Summary Compensation Table. Short-term incentives. Our practice is to award cash incentive bonuses for the achievement of performance measures linked to our strategy. Short-term incentives are designed to provide pay for performance compensation opportunities and are reviewed on an annual basis. Annually, our performance criteria and incentive targets are reviewed and approved by the Compensation Committee for the upcoming year. For 2024, the annual incentive plan was designed to focus our NEOs on driving future

  25. Analysis of 2024 Compensation Decisions and Actions

    | Adjusted EBITDA Measure | Weighting = 100% | | | | Performance Goal | Payout % of Incentive Target(1) | | | < $36.4 million | —% | | | $36.4 million to $52.0 million | 25% - 100% | | | > $52.0 million to $72.8 million | 100% - 180% |

  26. Analysis of 2024 Compensation Decisions and Actions

    | Performance Measure (McCann) | Threshold | Target | Maximum | Actual Results(1) | | Adjusted EBITDA (in thousands) | $36,400 | $52,000 | $72,800 | $63,714 | | Payment as % of Target | 25.00% | 100.00% | 180.00% | 145.05% | | Michael M. McCann 2024 Short-term Cash Incentive | | | | $1,015,377 | | Performance Measure (Brooks) | Threshold | Target | Maximum | Actual Results | | Adjusted EBITDA (in thousands) | $36,400 | $52,000 | $72,800 | $63,714 | | Payment as % of Target | 25.00% | 100.00% | 180.00% | 145.05% | | Jayme L. Brooks 2024 Short-term Cash Incentive | | | | $477,069 | | Performance Measure (Sharp) | Threshold | Target | Maximum | Actual Results | | Adjusted EBITDA (in thousands) | $36,400 | $52,000 | $72,800 | $63,714 | | Payment as % of Target | 25.00% | 100.00% | 180.00% | 145.05% | | Jay A. Sharp 2024 Short-term Cash Incentive | | | | $403,691 | | Performance Measure (Angerosa) | Threshold | Target | Maximum | Actual Results | | Adjusted EBITDA (in thousands) | $36,400 | $52,000 | $72,800 | $63,714 | | Payment as % of Target | 25.00% | 100.00% | 180.00% | 145.05% | | Nicholas S. Angerosa 2024 Short-term Cash Incentive | | | | $279,229 |

  27. Analysis of 2024 Compensation Decisions and Actions

    (1) Note that, due to rounding, the actual results for the 2024 short-term cash incentive paid to our NEOs may not precisely be equal to the totals if calculations were performed independently based on the information presented within the table above. Long-term incentives. Long-term incentive awards are designed to keep senior executives focused on the execution of longer-term financial and strategic growth goals that drive stockholder value creation, as well as support the Company’s leadership retention strategy. The Company maintains the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, as then amended (the “Omnibus Plan”), pursuant to which the Company may grant equity awards, including option awards. The principal purposes of the Omnibus Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. For 2024, and consistent with prior years, the Compensation Committee determined that equity-based compensation should be comprised of a mix of performance-based and service-based RSUs. At the beginning of 2024, each of our NEOs were granted certain target long-term incentive awards based on a percentage of their then current base salary (Mr. McCann, 150%; Ms. Brooks, 100%; Mr. Sharp, 80%; and Mr. Angerosa, 80%), of which two-thirds were comprised of performance-based RSUs and one-third service-based RSUs. The service-based RSUs are subject to service-based vesting conditions and vests in equal annual installments over three years on each anniversary of the grant, subject to continued employment through the applicable vesting date. Performance-based RSUs vest in full at the end of the three-year performance period, contingent upon the achievement of specified levels of performance metrics. In addition, the Compensation Committee has established certain gating factors that must be met before any performance-based award may be deemed earned or vested. These gating factors serve as minimum performance thresholds that ensure the vesting of performance-based awards occur only if the Company achieves certain fundamental financial goals. Although the Company’s Omnibus Plan allows for the grant of options, we did not grant stock options under the Company’s Omnibus Plan in fiscal year 2024. No NEO held any stock options during the fiscal year. Our performance-based RSUs are designed to reward our NEOs for drivers of long-term value that are tied to our strategy and increased stockholder value over the long-term. At the beginning of each year, our Compensation Committee sets a threshold, target, and maximum performance level for its performance goal for purposes of our performance-based long-term incentive

  28. Analysis of 2024 Compensation Decisions and Actions

    awards. For 2024, the performance-based RSUs granted were 100% weighted based on the average Adjusted EBITDA Margin percentage for the three-year period January 1, 2024 through December 31, 2026. In setting the average Adjusted EBITDA Margin percentage threshold, target, and maximum performance levels, the Compensation Committee reviews management’s recommendations and then considers the Company’s historical financial performance as well as projections for the industry and industry historical financial performance and projections. The Compensation Committee sets performance metrics at levels that it considers aggressive but attainable with the intention that the NEOs will be encouraged to strive for continued improvement in Company performance, ultimately benefiting the Company’s stockholders, and to continue those efforts even after the threshold performance levels have been achieved. The Compensation Committee believes that the added value that results from the Company’s achievement of the average Adjusted EBITDA Margin percentage goal above the threshold performance level to the Company and its stockholders is sufficient to justify the proportionate increases in amounts paid to the NEOs for achievement above threshold performance levels. The threshold, target, and maximum performance levels for the performance-based RSUs awarded in 2024 are set forth in the table below.

  29. Analysis of 2024 Compensation Decisions and Actions

    | Performance-Based RSUs (2024-2026): Average Adjusted EBITDA Margin Percentage(1) | | | Performance Level(2) | % of Performance-Based RSUs Awarded | | Threshold | 50% | | Target | 100% | | Maximum | 150% |

  30. Analysis of 2024 Compensation Decisions and Actions

    | Name | 2024 Base Salary | Salary Percentage for Calculating LTI Awards | Number of RSUs Awarded(1) | Value of Awards Under LTI (at Target) | | Michael M. McCann | $700,000 | 150% | 23,645 | $1,050,000 | | Jayme L. Brooks | $505,986 | 100% | 11,394 | $505,986 | | Jay A. Sharp | $463,840 | 80% | 8,357 | $371,072 | | Nicholas S. Angerosa | $385,000 | 80% | 6,936 | $308,000 |

  31. Employment Agreements with Our Named Executive Officers

    Employment Agreements with Our Named Executive Officers As disclosed previously, Mr. McCann has a 2023 promotion letter, that provides for, among other things, a base salary amount and eligibility to receive an annual bonus based upon his performance and the Company’s operating results during each year, of up to 100% of his then current base salary and based upon achievement of objectives to be mutually agreed upon, as may be adjusted by the Committee. Mr. McCann also receives long-term equity-based incentives under the Company’s Omnibus Plan, as determined by the Compensation Committee. The achievement of goals and milestones are determined in the sole discretion of the Board or the Compensation Committee. Mr. McCann also receives a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters. Pursuant to the terms of an offer letter dated September 29, 2019, Ms. Brooks started her employment at the Company as an Executive Vice President and CFO. The terms of the offer letter provide for, among other things, a base salary amount and a target bonus of her base salary, as may be adjusted by the Compensation Committee. Ms. Brooks also receives long-term equity-based incentives under the Omnibus Plan, as determined by the Compensation Committee. The achievement of goals and milestones will be determined in the sole discretion of the Board or the Compensation Committee. Ms. Brooks also receives a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters. In conjunction with the Company’s planned transition succession, Mr. Sharp accepted a promotion letter with the Company in which he was promoted to President of certain of the Company’s entities, which became effective on January 17, 2023. The terms of his promotion letter provide for, among other things, a base salary amount and a target bonus of his base salary, as may be adjusted by the Compensation Committee. Mr. Sharp also receives long-term equity-based incentives under the Omnibus Plan, as determined by the Compensation Committee. The achievement of goals and milestones will be determined in the sole discretion of the Board or the Compensation Committee. Mr. Sharp is also entitled to receive a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters under his promotion letter. In conjunction with the Company’s planned transition succession, Mr. Angerosa accepted a promotion letter with the Company in which he was promoted to President of Harper Limbach, which became effective on January 17, 2023. The terms of his promotion letter provide for, among other things, a base salary amount and a target bonus of his base salary, as may be adjusted by the Compensation Committee. Mr. Angerosa also receives long-term equity-based incentives under the Omnibus Plan, as determined by the Compensation Committee. The achievement of goals and milestones will be determined in the sole discretion of the Board or the Compensation Committee. Mr. Angerosa is also entitled to receive a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters under his promotion letter.

  32. Employment Agreements with Our Named Executive Officers

    | Limbach 2025 Proxy Statement | Table of Contents |

  33. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements The NEOs and other members of senior management serve as at-will employees of the Company without any guaranteed period of employment. However, the Compensation Committee believes that an executive severance policy paired with change in control provisions provides appropriate protections to attract and retain qualified and talented individuals to serve as the Company’s executive officers, permit the Company’s executive officers to focus fully on improving the Company’s operations and long-term success, and protect stockholder value by providing continuity of management during any transition period. The severance and change in control benefits are intended to be set at market-competitive levels and help ensure that the Company can attract and retain talented executive officers. These benefits also help ensure that executive officers remain focused on maximizing stockholder value in the context of an actual or potential transaction that might result in the loss or the diminution of their current positions. The Company believes that these benefits are reasonable and ultimately benefit stockholders. The executive severance policy and change in control agreements are more fully described below under “Potential Payments Upon Termination or Change in Control.”

  34. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned or received during the years indicated by each of our NEOs.

  35. 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) President and Chief Executive Officer | 2024 | $700,000 | $— | $1,075,138 | $— | $1,015,377 | $25,800 | $2,816,315 | | | 2023 | $566,436 | $— | $613,893 | $— | $816,311 | $25,200 | $2,021,840 | | | 2022 | $417,500 | $— | $384,394 | $— | $306,674 | $24,200 | $1,132,768 | | Jayme L. Brooks Executive Vice President and Chief Financial Officer | 2024 | $505,986 | $— | $518,085 | $— | $477,069 | $25,800 | $1,526,940 | | | 2023 | $455,648 | $— | $486,411 | $— | $453,077 | $25,200 | $1,420,336 | | | 2022 | $394,500 | $— | $254,250 | $— | $248,382 | $24,200 | $921,332 | | Jay A. Sharp(5) Regional President, Northeast and Midwest | 2024 | $463,840 | $— | $379,993 | $— | $403,691 | $25,800 | $1,273,324 | | | 2023 | $443,069 | $— | $344,723 | $— | $409,370 | $25,200 | $1,222,362 | | Nicholas S. Angerosa(6) Regional President, Southeast | 2024 | $385,000 | $— | $315,380 | $— | $279,229 | $25,800 | $1,005,409 |

  36. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of service-based and performance-based RSUs granted to the Company’s NEOs in the applicable year. The aggregate grant date fair value of these equity awards was computed in accordance with Accounting Standards Codification Topic No. 718. See Note 17 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022, as applicable, for a discussion of the relevant assumptions used in calculating the value of these awards. For these purposes, the grant date fair value of the performance-based awards is computed based on performance at the target level (the probable outcome of the performance conditions as of the date of grant) and the grant date fair value of service-based awards is equal to the number of RSUs granted multiplied by the closing stock price of the common stock on the date of grant. The aggregate grant date fair value will likely vary from the actual amount the NEOs receive in respect of the performance-based and service-based awards, based on a number of factors, including stock price fluctuations and variances from performance assumptions. Below is a summary of the grant date fair values of the Company’s performance-based awards granted to its NEOs in 2024, assuming target performance (100%) and maximum performance (150%) levels (in the case of maximum, based on the maximum number of shares multiplied by the fair value on the grant date):

  37. Summary Compensation Table

    | Named Executive Officer | Performance-Based Awards (At Target) ($) | Performance-Based Awards (At Maximum) ($) | | Michael M. McCann | $716,744 | $1,075,093 | | Jayme L. Brooks | $345,390 | $518,085 | | Jay A. Sharp | $253,313 | $379,947 | | Nicholas S. Angerosa | $210,253 | $315,380 |

  38. Summary Compensation Table

    (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 2024, 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 2024, 2023 and 2022, and Mr. Sharp and Mr. Angerosa in 2024 and 2023. In addition, other compensation includes employer match of 401(k) contributions of $13,800, $13,200 and $12,200 for Mr. McCann and Ms. Brooks for 2024, 2023 and 2022, respectively, and $13,800 and $13,200 for Mr. Sharp and Mr. Angerosa in 2024 and 2023, respectively.

  39. Summary Compensation Table

    | Limbach 2025 Proxy Statement | Table of Contents |

  40. Summary Compensation Table

    (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) 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. (6) Effective January 17, 2023, Mr. Angerosa was promoted to the position of President of Limbach Harper; however, Mr. Angerosa was not deemed to be an NEO in 2023. The table above presents compensation detail for the period in which Mr. Angerosa was considered an NEO.

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the grants of equity and non-equity plan-based awards made to the NEOs during the fiscal year ended December 31, 2024. The equity awards were granted under the Company’s Omnibus Plan.

  42. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name and Principal Position | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Michael M. McCann President and Chief Executive Officer | | STI | $175,000 | $700,000 | $1,260,000 | $— | $— | $— | — | $— | | | 01/01/24 | PRSU | $— | $— | $— | $7,881 | $15,763 | $23,644 | — | $716,744 | | | 01/01/24 | RSU | $— | $— | $— | $— | $— | $— | 7,882 | $358,395 | | Jayme L. Brooks Executive Vice President and Chief Financial Officer | | STI | $82,223 | $328,891 | $592,004 | $— | $— | $— | — | $— | | | 01/01/24 | PRSU | $— | $— | $— | $3,798 | $7,596 | $11,394 | — | $345,390 | | | 01/01/24 | RSU | $— | $— | $— | $— | $— | $— | 3,798 | $172,695 | | Jay A. Sharp Regional President, Northeast and Midwest | | STI | $69,576 | $278,304 | $500,947 | $— | $— | $— | — | $— | | | 01/01/24 | PRSU | $— | $— | $— | $2,785 | $5,571 | $8,356 | — | $253,313 | | | 01/01/24 | RSU | $— | $— | $— | $— | $— | $— | 2,786 | $126,679 | | Nicholas S. Angerosa Regional President, Southeast | | STI | $48,125 | $192,500 | $346,500 | $— | $— | $— | — | $— | | | 01/01/24 | PRSU | $— | $— | $— | $2,312 | $4,624 | $6,936 | — | $210,253 | | | 01/01/24 | RSU | $— | $— | $— | $— | $— | $— | 2,312 | $105,127 |

  43. Grants of Plan-Based Awards

    (1) The amounts represent the potential cash payment for the annual short-term incentive program for the fiscal year ending December 31, 2024 at “threshold”, “target”, and “maximum” levels of performance. For 2024, the threshold, target and maximum levels of performance were calculated at 25%, 100% and 180%, respectively, based on a percentage of their then base salary for Messrs. McCann, Sharp and Angerosa and Ms. Brooks of 100%, 60%, 50%, and 65%, respectively. Amounts actually received by the NEOs under the short-term incentive program for 2024 performance are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For further information about the short-term incentive program, please refer to related discussion within the CD&A. (2) The columns in this section show the number of shares of common stock that may be earned at “threshold”, “target”, and “maximum” levels of performance over a three fiscal-year performance period commencing on January 1, 2024 and ending on December 31, 2026. For 2024, the threshold, target and maximum levels of performance were calculated at 50%, 100% and 150%, respectively. For further information about our long-term incentive program, please refer to related discussion within the CD&A. (3) Reflects service-based RSUs granted as part of each NEOs 2024 annual long-term incentive awards. For further information about our long-term incentive program, please refer to related discussion within the CD&A. (4) Represents the full grant date fair value of the equity awards under ASC Topic 718. With respect to awards subject to performance-based vesting conditions, grant date fair value is based on an estimate of the probable outcome at the time of grant which reflects achievement at “target” performance. The grant date fair value was based on the closing price of our common stock, as reported on Nasdaq, which was $45.47 per share of common stock on December 29, 2023. If the grant date fell on a weekend or holiday, the closing market price of the common stock on the business day immediately preceding the grant date was used to determine the value realized.

  44. Grants of Plan-Based Awards

    | Limbach 2025 Proxy Statement | Table of Contents |

  45. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding unvested stock awards held by each of our NEOs as of December 31, 2024.

  46. Outstanding Equity Awards at Fiscal 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 | 1/1/2022 | 5,490 | 469,615 | — | — | | | 3/30/2022 | — | — | 49,408 | 4,226,360 | | | 1/4/2023 | 9,398 | 803,905 | 42,288 | 3,617,316 | | | 1/17/2023 | 2,160 | 184,766 | 9,720 | 831,449 | | | 1/1/2024 | 7,882 | 674,226 | 15,763 | 1,348,367 | | Jayme L. Brooks | 1/1/2022 | 3,631 | 310,596 | — | — | | | 3/30/2022 | — | — | 32,680 | 2,795,447 | | | 1/4/2023 | 8,880 | 759,595 | 39,958 | 3,418,007 | | | 7/1/2023 | 195 | 16,680 | 877 | 75,019 | | | 1/1/2024 | 3,798 | 324,881 | 7,596 | 649,762 | | Jay A. Sharp | 1/1/2022 | 2,301 | 196,828 | — | — | | | 3/30/2022 | — | — | 20,710 | 1,771,533 | | | 1/4/2023 | 3,904 | 333,948 | 17,569 | 1,502,852 | | | 1/17/2023 | 2,484 | 212,481 | 11,178 | 956,166 | | | 1/1/2024 | 2,786 | 238,314 | 5,571 | 476,543 | | Nicholas S. Angerosa | 1/1/2022 | 2,038 | 174,331 | — | — | | | 3/30/2022 | — | — | 18,343 | 1,569,060 | | | 1/4/2023 | 3,438 | 294,087 | 15,469 | 1,323,218 | | | 1/17/2023 | 1,576 | 134,811 | 7,090 | 606,479 | | | 1/1/2024 | 2,312 | 197,768 | 4,624 | 395,537 |

  47. Outstanding Equity Awards at Fiscal 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. Service-based RSUs granted on January 1, 2022 are subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2023, January 1, 2024 and January 1, 2025. Service-based RSUs granted on each January 4, 2023, January 17, 2023 and July 1, 2023 are subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2024, January 1, 2025 and January 1, 2026. Service-based RSUs granted on January 1, 2024 are subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2025, January 1, 2026 and January 1, 2027. (3) These amounts are based on the market value of the Company’s common stock on Nasdaq on December 31, 2024, which was $85.54 per share. (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 March 30, 2022 (performance measurement period of January 1, 2022 through December 31, 2024), a performance factor of 150% was applied as a result of the level of achievement. In addition, for performance-based awards granted on January 4, 2023, January 17, 2023 and July 1, 2023 (each with a performance measurement period of January 1, 2023 through December 31, 2025), a performance factor of 150% was applied based on the current presumed level of achievement. For performance-

  48. Outstanding Equity Awards at Fiscal Year-End

    | Limbach 2025 Proxy Statement | Table of Contents |

  49. Outstanding Equity Awards at Fiscal Year-End

    based awards granted on January 1, 2024 (performance measurement period of January 1, 2024 through December 31, 2026), the amounts shown reflect the pay-out of performance based shares based upon achievement of a 100% level of performance. At the end of a given performance measurement period, the Compensation Committee will determine the level of achievement based on the applicable performance goals. In addition, the Compensation Committee has established certain gating factors that must be met before any performance-based award may be deemed earned or vested. These gating factors serve as minimum performance thresholds that ensure the vesting of performance-based awards occur only if the Company achieves certain fundamental financial goals.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding our stock awards vested during fiscal year ended December 31, 2024 held by each of our NEOs.

  51. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1)(2)(3) | Value Realized on Vesting ($) | | Michael M. McCann | — | — | 46,497 | 2,248,667 | | Jayme L. Brooks | — | — | 38,366 | 1,859,749 | | Jay A. Sharp | — | — | 29,653 | 1,440,518 | | Nicholas S. Angerosa | — | — | 12,596 | 603,469 |

  52. Option Exercises and Stock Vested

    (1) Represents the gross amount of service-based RSUs that vested on January 1, 2024. The value realized was determined by multiplying the number of vested units by the closing market price of the Company’s common stock on the date of vesting. If the vesting date fell on a weekend or holiday, the closing market price of the common stock on the business day immediately preceding the vesting date was used to determine the value realized, which was $45.47 on Nasdaq. (2) Represents the gross amount of performance-based awards which were earned and vested on March 13, 2024 upon confirmation of the Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 134.32% of the pre-defined metric target of 100%. The value realized was determined by multiplying the number of vested shares by the closing market price of the Company’s common stock on March 13, 2024, which was $49.76 on Nasdaq. (3) Including the impact of shares withheld to satisfy tax withholding requirements, the net amount of stock awards that vested and were issued to Mr. McCann, Ms. Brooks, Mr. Sharp and Mr. Angerosa in 2024 were 30,282, 23,315, 17,145 and 9,336, respectively.

  53. Pension Benefits

    Pension Benefits We currently have no defined benefit pension plans and none of the NEOs received qualified retirement income benefits for fiscal year 2024.

  54. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation We currently have no defined contribution plans that provide for the deferral of compensation on a basis that is not tax-qualified.

  55. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In accordance with SEC rules, the following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with the Company occurred on December 31, 2024 and, where relevant, that a change in control of the Company occurred on December 31, 2024. Amounts shown in the table below do not include (1) accrued but unpaid salary and (2) other benefits earned or accrued by the NEOs during employment that are available to all salaried employees, such as accrued vacation or employer contribution amounts payable under the Company’s 401(k) plan.

  56. Potential Payments Upon Termination or Change in Control

    | Limbach 2025 Proxy Statement | Table of Contents |

  57. Potential Payments Upon Termination or Change in Control

    | Name | Compensation(1) | Non-Change in Control Severance ($)(2) | Change in Control Severance ($)(3) | | Michael M. McCann | Cash severance | 1,715,377 | 3,115,377 | | | Accelerated RSUs | — | 2,132,512 | | | Accelerated PRSUs | — | 10,023,492 | | | Benefits(4) | — | — | | | Total(5) | 1,715,377 | 15,271,381 | | Jayme L. Brooks | Cash severance | 983,055 | 1,489,041 | | | Accelerated RSUs | — | 1,411,752 | | | Accelerated PRSUs | — | 6,938,320 | | | Benefits(4) | 32,231 | 64,461 | | | Total(5) | 1,015,286 | 9,903,574 | | Jay A. Sharp | Cash severance | 867,531 | 1,331,371 | | | Accelerated RSUs | — | 981,572 | | | Accelerated PRSUs | — | 4,707,095 | | | Benefits(4) | 24,807 | 49,614 | | | Total(5) | 892,338 | 7,069,652 | | Nicholas S. Angerosa | Cash severance | 664,229 | 1,049,229 | | | Accelerated RSUs | — | 800,997 | | | Accelerated PRSUs | — | 3,894,380 | | | Benefits(4) | 32,231 | 64,461 | | | Total(5) | 696,460 | 5,809,067 |

  58. Potential Payments Upon Termination or Change in Control

    (1) In accordance with the Plan and prior to Amendment No. 6, NEOs are ineligible for severance benefits in connection with i) voluntary resignation without good reason or voluntary retirement; ii) death or disability; iii) involuntary termination for cause; or iv) loss of status as a covered executive for severance under the Plan prior to the termination date. As such no additional severance is payable in these instances. (2) For non-change in control severance, compensation was calculated as follows: •Cash severance: consists of 1x the base salary of each respective NEO plus a bonus amount. The annual bonus amount was determined to be equivalent to each executive’s actual cash incentive earned for the year ended December 31, 2024, as reported within the Summary Compensation Table. •Benefits. If NEOs were enrolled in a Company health plan on their date of termination, they would be eligible to receive a COBRA continuation payment (as defined in the plan) representing the cost of 12-months of premiums associated with coverage under COBRA. Mr. McCann has waived healthcare coverage for 2024. (3) For change in control severance, compensation was calculated as follows: •Cash severance: consists of 3x the base salary of the CEO plus a bonus amount and 2x the base salary for non-CEO NEOs plus a bonus amount. The annual bonus amount was determined to be equivalent to each executives actual cash incentive earned for the year ended December 31, 2024, as reported within the Summary Compensation Table. •Accelerated RSUs: represents the vesting of all service-based RSUs held by the executive under the Company’s Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2024, $85.54 per share. •Accelerated PRSUs: represents the vesting of all performance-based RSUs held by the executive under the Company’s Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2024, $85.54 per share, applying a performance factor of 150% for performance awards granted in 2022 and 2023, and 100% for performance awards granted in 2024. •Benefits. If NEOs were enrolled in a Company health plan on their date of termination, they would be eligible to receive a COBRA continuation payment (as defined in the plan) representing the cost of 24-months of premiums associated with coverage under COBRA. Mr. McCann has waived healthcare coverage for 2024.

  59. Potential Payments Upon Termination or Change in Control

    | Limbach 2025 Proxy Statement | Table of Contents |

  60. Potential Payments Upon Termination or Change in Control

    (4) Calculations within the table above do not take into consideration potential other benefit payments relating to the payment of an NEOs accrued and unused paid-time off. (5) Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2024. Amounts of any reduction pursuant to the Section 280G of the Internal Revenue Code, if any, would be calculated upon actual termination of employment.

  61. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and Chief Executive Officer. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. For 2024, our last completed fiscal year: •The median of the annual total cash compensation of all employees of the Company (other than our Chief Executive Officer) was $52,405; and •The annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $2,816,315. Based on this information, for 2024, the ratio of annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 54 to 1. We believe that the pay ratio is a reasonable estimate calculated consistent with Regulation S-K Item 402(u). SEC rules allow companies to use a variety of assumptions, adjustments, methodologies, and estimates. Therefore, the ratio figure reported above may not be capable of comparison to the ratio figures reported by companies in our Peer Group or by any other company. With respect to identifying the “median employee,” we identified our median employee based upon the amount set forth as “Wages, tips and other compensation” on Form W-2 with respect to all employees who were employed by us or one of our consolidated subsidiaries during the year ended December 31, 2024. In determining the median employee, we included the non-annualized cash compensation, as some of our employees did not work for the Company during the full year ending December 31, 2024. As such, the median number is lower than it would have been if we had annualize the salaries of such employees or excluded them from the calculation.

  62. Pay vs. Performance

    Pay vs. Performance The following table summarizes the total compensation of our principal executive officer (“PEO”) and the average of the total compensation of our other NEOs as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A.

  63. Pay vs. Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | 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) | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | GAAP Net Income (thousands) | Non-GAAP Adjusted EBITDA (thousands)(7) | | 2024 | $2,816,315 | $— | $9,433,359 | $— | $1,268,558 | $4,738,748 | $693.76 | $119.14 | $30,875 | $63,714 | | 2023 | $2,021,840 | $2,620,078 | $6,707,263 | $2,267,037 | $1,321,349 | $4,384,774 | $368.78 | $106.82 | $20,754 | $46,801 | | 2022 | $— | $1,942,742 | $— | $2,221,816 | $1,038,156 | $1,218,326 | $84.43 | $91.35 | $6,799 | $31,765 | | 2021 | $— | $1,497,380 | $— | $916,923 | $986,220 | $762,489 | $72.99 | $114.82 | $6,714 | $23,276 |

  64. Pay vs. Performance

    (1) During 2023, both Mr. McCann and Charles A. Bacon, III served as the PEO. Mr. Bacon served as President and Chief Executive Officer in 2021, 2022 and through March 28, 2023 and Mr. McCann served as President and Chief Executive Officer beginning on March 29, 2023. The dollar amounts reported reflect the amounts of total compensation reported for each of our PEOs.

  65. Pay vs. Performance

    | Limbach 2025 Proxy Statement | Table of Contents |

  66. Pay vs. Performance

    (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 years, 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. The amount disclosed for Mr. Bacon in fiscal year 2022 has been revised from what was reported in our Definitive Proxy Statement filed in 2024 to appropriately reconcile to the calculation of “Compensation Actually Paid to CEO” as disclosed in the table below. (3) For fiscal year 2024, the dollar amounts reported are the average of the total compensation reported for our NEOs, other than our President and Chief Executive Officer, Mr. McCann. For fiscal year 2023, the dollar amounts reported are the average of the total compensation reported for our NEOs at the time, our Executive Vice President and Chief Financial Officer, Jayme L. Brooks and our Regional President, Northeast and Midwest, 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 Chief Operating Officer. (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 years 2024 and 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) The amounts reported represent cumulative TSR of the Company under SEC rules from December 31, 2020, the last trading day of 2020, through the last trading day for the applicable year in the table. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The amounts disclosed for fiscal years 2022 and 2023 have been revised from those disclosed in the Pay vs. Performance table in our Definitive Proxy Statement filed in 2024 as the total shareholder return for those periods reflected the return over those respective fiscal years and was not indicative of the entire measurement period. (6) The amounts reported in column represent the peer group TSR under SEC rules, from December 31, 2020, the last trading day of 2020, through the last trading day for the applicable year in the table, assuming reinvestment of dividends and weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000 Index. (7) 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 fiscal years 2021 through 2024:

  67. 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 | | 2024 (McCann) | $2,816,315 | $(1,075,138) | $2,022,593 | $5,535,140 | $— | $134,449 | $— | $9,433,359 | | 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 (Bacon) | $1,942,742 | $(598,461) | $800,768 | $76,767 | $— | $— | $— | $2,221,816 | | 2021 (Bacon) | $1,497,380 | $(431,550) | $315,000 | $(463,907) | $— | $— | $— | $916,923 |

  68. 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. 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.

  69. Pay vs. Performance

    | Limbach 2025 Proxy Statement | Table of Contents |

  70. Pay vs. Performance

    (3) For performance-based awards granted on March 30, 2022, a performance factor of 150% was applied as a result of the level of achievement through December 31, 2024. 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. In addition, for performance-based awards granted on January 4, 2023, January 17, 2023 and July 1, 2023, a performance factor of 150% was applied based on the current presumed 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. 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 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 2024, the amount represents the change in fair value associated with certain performance-based RSUs that vested on March 13, 2024 based on the achievement of certain pre-established goals at above-target levels for the performance period commencing on January 1, 2021 through December 31, 2023. The performance factor during the measurement period used to determine compensation payouts was 150% of the pre-defined metric target of 100%. 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:

  71. 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 | | 2024 | $1,268,558 | $(404,486) | $760,935 | $3,034,350 | $— | $79,391 | $4,738,748 | | 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 |

  72. 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 and March 30, 2022, a performance factor of 134.32% and 150% was applied as a result of the level of achievement, respectively. In addition, for performance-based awards granted on January 4, 2023, January 17, 2023 and July 1, 2023, a performance factor of 150% was applied based on the current presumed 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 2024, the amount represents the change in fair value associated with certain performance-based RSUs that vested on March 13, 2024 based on the achievement of certain pre-established goals at above-target levels for the performance period commencing on January 1, 2021 through December 31, 2023. The performance factor during the measurement period used to determine compensation payouts was 150% of the pre-defined metric target of 100%. 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%.

  73. Pay vs. Performance

    | Limbach 2025 Proxy Statement | Table of Contents |

  74. Relationship Between Compensation Actually Paid, Company TSR And Peer Group TSR

    Relationship Between Compensation Actually Paid, Company TSR And Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years to that of the Peer Group over the same period.

  75. Relationship Between Compensation Actually Paid And Net Income

    Relationship Between Compensation Actually Paid And Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Income during the four most recently completed fiscal years.

  76. Relationship Between Compensation Actually Paid And Net Income

    | Limbach 2025 Proxy Statement | Table of Contents |

  77. Relationship Between Compensation Actually Paid And Adjusted EBITDA

    Relationship Between Compensation Actually Paid And Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. Refer to Annex A for a reconciliation of the Company’s non-GAAP financial measures included in this Proxy Statement. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. We define Adjusted EBITDA as net income plus depreciation and amortization expense, interest expense, and taxes, as further adjusted to eliminate the impact of, when applicable, other non-cash items or expenses that are unusual or non-recurring that we believe do not reflect our core operating results. “Compensation actually paid,” as required under SEC rules, reflects adjusted values for unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions, but may not necessarily reflect actual amounts paid out for those awards.