DEF 14A of Limbach Holdings, Inc.
Filed Apr 23, 2026 · FY20250001628280-26-026892
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. At the virtual Annual Meeting, our stockholders will vote to elect three current Class A directors, Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan. The Class A directors will have a term expiring at the 2029 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 OF JOSHUA S. HOROWITZ, LINDA G. ALVARADO AND TERENCE P. DUGAN AS CLASS A MEMBERS OF OUR BOARD.
ELECTION OF DIRECTORS
| Limbach 2026 Proxy Statement | Table of Contents |
ELECTION OF DIRECTORS
| DIRECTORS AND EXECUTIVE OFFICERS |
Directors
Directors
CLASS A DIRECTOR NOMINEES
CLASS A DIRECTOR NOMINEES
Joshua S. Horowitz, 48, Director since March 2020
Joshua S. Horowitz, 48, Director since March 2020 Joshua S. Horowitz has served as Chairman of the Board since June 2024 and has been a Director since March 2020. Mr. Horowitz is an experienced investor, board leader and capital allocator with more than 20 years of experience investing in and advising public and private companies. Since January 2012, he has served as a portfolio manager and Managing Director at various Palm entities, initially with Palm Ventures LLC and currently with Palm Management (US) LLC, where he manages the Palm Global Small Cap Master Fund. In this role, he has led investments across multiple sectors, with a focus on long-term value creation, disciplined capital allocation, and strategic transformation. Earlier in his career, Mr. Horowitz served as Director of Research at Berggruen Holdings, a multi-billion-dollar family office, and as a research analyst at Crossway Partners LP, a value-oriented investment partnership. Mr. Horowitz brings extensive public company governance and transactional experience. He previously served as a Director of The Lincoln General Insurance Company 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. From June 2018 until its sale in January 2019, he served as Interim Chairman of the Board of Directors of Birner Dental Management Services, Inc. (OTC: BDMS), at the time the only publicly traded dental service organization in the United States, with 67 offices and more than 500 employees. He also served as a member of the Board of Directors of NeuroMetrix, Inc. (Nasdaq: NURO), where in 2025 he played a leadership role in the strategic process that resulted in the successful sale of NeuroMetrix to electroCore, Inc. (Nasdaq: ECOR). Since December 2023, he has served as Chairman of the Board of BK Technologies Corporation (NYSE: BKTI). He also currently serves on the Boards of Barnwell Industries, Inc. (NYSE: BRN) and Kingsway Financial Services Inc. (NYSE: KFS). Mr. Horowitz holds a B.S. in Management, magna cum laude, from Binghamton University and also studied at the Bath School of Management in the United Kingdom. He has earned a National Association of Corporate Directors (“NACD”) CERT Certificate in Cyber-Risk Oversight, issued by Carnegie Mellon University. We believe Mr. Horowitz is exceptionally well qualified to serve as Chairman of the Board due to his extensive experience in capital allocation, strategic oversight, corporate governance, and public company board leadership, as well as his track record of guiding companies through complex operational, financial, and transactional matters in the interests of long-term stockholder value creation.
Linda G. Alvarado, 74, Director since August 2021
Linda G. Alvarado, 74, Director since August 2021 Linda G. Alvarado has served as a Director of the Company since August 2021. Ms. Alvarado brings extensive 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 and serves as President of Palo Alto, Inc., and the Alvarado Restaurant Entities, which own and operate YUM! Brands restaurants in multiple states. Previously, Ms. Alvarado served as a director of several public companies across 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 professional experience, Ms. Alvarado has received numerous recognitions for her leadership and contributions to business and the community. She was named by Hispanic Business Magazine and Latino Leaders Magazine as One of the Most Influential Hispanics in America and was 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. Ms. Alvarado, along with U.S. Attorney General Janet Reno and Maya Angelou, was presented the Sara Lee Corporation Frontrunner award for exemplary achievements and leadership. Ms. Alvarado 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. She is actively involved in supporting numerous 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.
Linda G. Alvarado, 74, Director since August 2021
| Limbach 2026 Proxy Statement | Table of Contents |
Linda G. Alvarado, 74, Director since August 2021
We believe Ms. Alvarado brings to the Board 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.
Terence P. Dugan, 65, Director since January 2026
Terence P. Dugan, 65, Director since January 2026 Terence P. Dugan has served as a Director of the Company since January 2026. Mr. Dugan brings more than 40 years of operating, strategic, and transactional experience in the HVAC and building systems solutions industry. Mr. Dugan held senior leadership roles at Trane Technologies plc (“Trane”) and its predecessor, Ingersoll Rand. Most recently, he served as Vice President and North America Commercial Business Leader and Vice President of Business Development for M&A, where he was responsible for driving organic growth initiatives, evaluating and executing strategic acquisitions, and strengthening Trane’s competitive positioning. From 2018 to 2024, Mr. Dugan served on the joint venture board of Mitsubishi Electric Trane HVAC U.S. as Lead Director representing Ingersoll Rand and Trane Technologies, and was a member of its compensation committee. In that role, he helped align executive incentives with business performance and profitability. Mr. Dugan currently advises small and mid-sized HVAC businesses on growth strategy, operational execution, and value creation, and consults with private equity firms and investment banking advisors focused on HVAC manufacturing, mechanical systems, and building services. Mr. Dugan holds a bachelor’s degree in Mechanical Engineering from Vanderbilt University and a Master of Business Administration from the Ross School of Business at the University of Michigan. We believe Mr. Dugan is well qualified to serve on our Board due to his extensive leadership experience in the HVAC and building systems solutions industry, his expertise in driving organic growth and executing strategic acquisitions, and his deep understanding of the markets served by the Company.
Michael F. McNally, 71, Director since September 2017
Michael F. McNally, 71, 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 holds a NACD CERT Certificate in Cyber-Security Oversight, issued by Carnegie Mellon University. We believe Mr. McNally’s qualifications to serve on our Board include his extensive experience as an executive with a major multi-national construction firm, as well as his deep knowledge and understanding of the construction industry.
David R. Gaboury, 72, Director since June 2024
David R. Gaboury, 72, Director since June 2024 David R. Gaboury joined the Board in June 2024 following his tenure as board chair, CEO and president of Terracon Consultants, Inc. (“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 approximately $75 million to $750 million during his tenure. Prior to joining Terracon, he spent 15 years with Woodward Clyde Group Inc. where he served as COO and president of Woodward Clyde Consultants during the final five years of his tenure. 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.
David R. Gaboury, 72, Director since June 2024
| Limbach 2026 Proxy Statement | Table of Contents |
David R. Gaboury, 72, Director since June 2024
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 and a Master of Science degree in Civil Engineering from the Massachusetts Institute of Technology. He is also a graduate of the Harvard Business School Advanced Management Program and is a licensed professional engineer. We believe 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.
Laurel J. Krzeminski, 71, Director since June 2018
Laurel J. Krzeminski, 71, Director since June 2018 Laurel J. Krzeminski has served as a Director of the Company since June 2018. Ms. Krzeminski previously served as the chief financial officer of Granite Construction Incorporated (NYSE: GVA) (“Granite”) from November 2010 until her retirement in July 2018. During her tenure at Granite, she also served as 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. She received a B.S. in Business Administration-Accounting from San Diego State University. We believe Ms. Krzeminski’s qualifications to serve on our Board include her extensive executive leadership experience with a large U.S. construction firm, as well as her significant accounting and finance expertise and her knowledge and understanding of the construction industry. In April 2026, the Board adopted a Board Retirement Policy (the “Retirement Policy”). For a more detailed discussion of the Retirement Policy, see below under the heading “Board Retirement Policy”. All current and future non-employee directors serving on the Board would be subject to the Retirement Policy as then in effect. As such, Ms. Alvarado, if elected at this Annual Meeting, would be subject to the Retirement Policy’s retirement provisions following achieving the age of 75 and would be subject to the resignation provisions as of the 2027 Annual Meeting of stockholders.
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 2025 annual cash compensation for our non-employee directors.
Equity Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | All Other Compensation ($) | Total ($) | | Joshua S. Horowitz | 110,000 | 81,776 | — | 191,776 | | Laurel J. Krzeminski | 100,000 | 81,776 | — | 181,776 | | Gordon G. Pratt(4) | 26,868 | — | — | 26,868 | | Michael F. McNally | 80,000 | 81,776 | — | 161,776 | | Linda G. Alvarado | 80,000 | 81,776 | — | 161,776 | | David R. Gaboury | 60,000 | 81,776 | — | 141,776 |
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 2025, 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(1) performance | | Long-Term Incentive Plan | •Reward long-term stockholder value creation •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 market-based (two-thirds) RSUs •Service-based RSUs vest ratably over a three-year period •Beginning in 2025, market-based RSUs vest at the end of a three-year performance period based on the Company’s relative total shareholder return compared to the Russell 2000 Index, with payouts ranging from 0% to 150% of target •Prior to 2025, performance-based RSUs vested based on achievement of average Adjusted EBITDA Margin targets over a three-year performance period | | 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 |
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 |
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 Compensation 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 sole authority to retain or terminate 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 evaluates the independence of CAP in accordance with applicable SEC and Nasdaq rules. In conducting this assessment, the Compensation Committee considers, among other things, whether CAP provides any other services to the Company, the level of fees received from the Company as a percentage of CAP’s total revenue, CAP’s policies and procedures designed to prevent conflicts of interest, and any business or personal relationships between CAP and members of the Compensation Committee or the Company’s executive officers, as well as any Company stock owned by CAP
Compensation Setting Process and Role of Compensation Consultants
| Limbach 2026 Proxy Statement | Table of Contents |
Compensation Setting Process and Role of Compensation Consultants
or its advisors. Based on this review, the Compensation Committee has determined that CAP is independent and that its work does not raise any conflicts 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 Board at regularly scheduled Board meetings on its activities or otherwise provides regular updates to the Board, the research commissioned from CAP and on the Compensation Committee’s specific compensation deliberations and decisions that directly affect our executive leadership team, as is appropriate.
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 2025 executive compensation are as follows:
Compensation Peer Group
| Executive Compensation Peer Group 2025 | | | | | 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 | The Eastern Company | | INNOVATE Corp. | Enerpac Tool Group Corp. | NWPX Infrastructure, Inc. | Exponent, Inc. |
Analysis of 2025 Compensation Decisions and Actions
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 2025, the annual incentive plan was designed to focus our NEOs on driving future growth and profitability. Specifically, this program was designed to reward our NEOs if the Company were to fall within a certain range of a pre-determined Adjusted EBITDA amount, subject to the Company’s standard clawback provisions. Target annual incentive opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and his or her ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. The Company’s cash incentive arrangement with its NEOs could result in cash incentive payments in excess of target award amounts, which is capped at 200% of the executive’s respective target award bonus percentages. The calculation to determine the Company’s cash incentive payout for its NEOs in 2025 was as follows: For 2025, the performance goal (at threshold, target and maximum levels) and the actual achievement of the financial component is included in the chart below:
Analysis of 2025 Compensation Decisions and Actions
| | Target Short-Term Incentive | | | | | Name | % of Salary | $ | Actual Payout as % of Target | Actual Payout Amount(1) | | Michael M. McCann | 100% | $800,000 | 92.66% | $741,306 | | Jayme L. Brooks | 65% | $341,900 | 92.66% | $316,815 | | Jay A. Sharp | 60% | $292,200 | 92.66% | $270,762 | | Nicholas S. Angerosa | 50% | $208,000 | 92.66% | $192,739 |
Analysis of 2025 Compensation Decisions and Actions
(1) Note that, due to rounding, the actual results for the 2025 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 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 2025, the Compensation Committee determined that equity-based compensation would be comprised of a mix of market-based and service-based RSUs.
Analysis of 2025 Compensation Decisions and Actions
Beginning with the 2025 awards, the Compensation Committee introduced market-based RSUs tied to relative TSR, replacing the financial performance-based RSUs used in prior years, in order to more directly align long-term incentive compensation with stockholder returns. The service-based RSUs are subject to service-based vesting conditions and vest in equal annual installments over three years on each anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date. The market-based RSUs vest at the end of a three-year performance period based on the Company’s relative TSR compared to the TSR of the companies included in the Russell 2000 Index (the “Benchmark Index”). For the 2025 awards, the three-year performance period is January 1, 2025 through December 31, 2027. Relative TSR is calculated as the Company’s TSR minus the TSR of the Benchmark Index over the performance period. At the end of the performance period, the number of shares earned will be determined based on the Company’s relative TSR performance compared to the Benchmark Index, with payouts ranging from 0% to 150% of the target number of market-based RSUs. Performance below the threshold level results in no shares being earned. Performance at the threshold, target and maximum levels results in payouts of 50%, 100% and 150% of target, respectively, with linear interpolation applied for performance between these levels. In addition, if the Company’s absolute TSR for the performance period is negative, the payout percentage is capped at 100% of target regardless of the level of relative TSR performance. The Compensation Committee selected relative TSR as the metric for the Company’s market-based RSUs because it directly aligns executive compensation outcomes with stockholder returns and provides a transparent comparison of the Company’s performance relative to a broad market index of similarly sized public companies. The Compensation Committee believes that using relative TSR encourages management to focus on long-term strategies that enhance stockholder value while also accounting for broader market conditions affecting the Company’s industry and peer group. Although the Omnibus Plan allows for the grant of stock options, the Compensation Committee did not grant stock options under the Omnibus Plan in fiscal year 2025, and no NEO held stock options during the fiscal year 2025. The threshold, target, and maximum performance levels for the market-based RSUs awarded in 2025 are set forth in the table below:
Analysis of 2025 Compensation Decisions and Actions
| Market-Based RSUs (2025-2027): Relative TSR Performance | | | | Performance Level | Outperform / Underperform | Payout at % of Target (Capped at 100% if TSR is negative) | | Below Threshold | Over 30 percentage points below the index | —% | | Threshold | 30 percentage points below the index | 50% | | Target | 10 percentage points above the index | 100% | | Maximum | 50 percentage points above the index | 150% |
Analysis of 2025 Compensation Decisions and Actions
| Name | 2025 Base Salary | Target LTI as % of Salary | Target Value of LTI Awards(1) | | Michael M. McCann | $800,000 | 150% | $1,200,000 | | Jayme L. Brooks | $526,000 | 100% | $526,000 | | Jay A. Sharp | $487,000 | 80% | $389,600 | | Nicholas S. Angerosa | $416,000 | 80% | $332,800 |
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. Effective January 13, 2026, Mr. Sharp began serving as the Company’s Executive Vice President, Sales. Mr. Sharp did not enter into a new promotion letter in connection with this role, and the terms of his existing promotion letter remain in effect. 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. Effective January 13, 2026, Mr. Angerosa began serving as the Company’s Executive Vice President, National Customer Solutions. Mr. Angerosa did not enter into a new promotion letter in connection with this role, and the terms of his existing promotion letter remain in effect. 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
Employment Agreements with Our Named Executive Officers
| Limbach 2026 Proxy Statement | Table of Contents |
Employment Agreements with Our Named Executive Officers
$1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters under his promotion letter.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements The NEOs and other members of senior management serve as at-will employees of the Company without any guaranteed period of employment. However, the Compensation Committee believes that an executive severance policy paired with change in control provisions provides appropriate protections to attract and retain qualified and talented individuals to serve as the Company’s executive officers, permit the Company’s executive officers to focus fully on improving the Company’s operations and long-term success, and protect stockholder value by providing continuity of management during any transition period. The severance and change in control benefits are intended to be set at market-competitive levels and help ensure that the Company can attract and retain talented executive officers. These benefits also help ensure that executive officers remain focused on maximizing stockholder value in the context of an actual or potential transaction that might result in the loss or the diminution of their current positions. The Company believes that these benefits are reasonable and ultimately benefit stockholders. The executive severance policy and change in control agreements are more fully described below under “Potential Payments Upon Termination or Change in Control.”
Summary Compensation Table
Summary Compensation Table The following table shows the compensation earned or received during the years indicated by each of our NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus ($) | 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 | 2025 | $800,000 | $— | $1,192,150 | $— | $741,306 | $26,000 | $2,759,456 | | | 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 | | Jayme L. Brooks Executive Vice President and Chief Financial Officer | 2025 | $526,000 | $— | $522,659 | $— | $316,815 | $26,000 | $1,391,474 | | | 2024 | $505,986 | $— | $518,085 | $— | $477,069 | $25,800 | $1,526,940 | | | 2023 | $455,648 | $— | $486,411 | $— | $453,077 | $25,200 | $1,420,336 | | Jay A. Sharp(5) Executive Vice President, Sales | 2025 | $487,000 | $— | $387,134 | $— | $270,762 | $26,000 | $1,170,896 | | | 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) Executive Vice President, National Customer Solutions | 2025 | $416,000 | $— | $330,680 | $— | $192,739 | $26,000 | $965,419 | | | 2024 | $385,000 | $— | $315,380 | $— | $279,229 | $25,800 | $1,005,409 |
Summary Compensation Table
(1) Represents the aggregate grant date fair value of service-based, performance-based and market-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, 2025, 2024 and 2023, as applicable, for a discussion of the relevant assumptions used in calculating the value of these awards. For performance-based awards granted prior to 2025, the grant date fair value was computed based on performance at the target level (the probable outcome of the performance conditions as of the date of grant). For market-based awards granted in 2025, the grant date fair value reflects the impact of the applicable market condition (relative total shareholder return) and was determined using a Monte Carlo simulation model on the date of grant. Because the grant date fair value reflects the probability of achieving the market condition, separate disclosure of grant date fair value assuming achievement of maximum performance is not required. 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 Company’s common stock on the date of grant. The aggregate grant date fair value reported in the table above may differ from the value ultimately realized by the NEOs with respect to these awards due to a number of factors, including stock price fluctuations and, for performance-based awards granted prior to 2025, the extent to which the applicable performance conditions are achieved. (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 2025, 2024 and 2023, 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 each of our NEOs during the applicable year. In addition, other compensation includes employer matching contributions to the Company’s 401(k) plan of $14,000, $13,800 and $13,200 for 2025, 2024 and 2023, respectively. (4) On March 29, 2023, Mr. McCann, the Company’s former Executive Vice President and Chief Operating Officer, was appointed President and Chief Executive Officer. Accordingly, compensation reported for Mr. McCann for 2023 reflects amounts earned both in his capacity as Executive Vice President and Chief Operating Officer prior to such appointment and as President and Chief Executive Officer thereafter. (5) Effective January 17, 2023, Mr. Sharp was promoted to President of certain Company entities, including Limbach Company LLC, Limbach Company LP, Jake Marshall LLC and Limbach Facility & Project Solutions LLC. The table above presents Mr. Sharp’s full-year 2023 compensation, including compensation earned during portions of the year when he was not yet considered a named executive officer. Effective January 2026, Mr. Sharp serves as the Company’s Executive Vice President, Sales.
Summary Compensation Table
| Limbach 2026 Proxy Statement | Table of Contents |
Summary Compensation Table
(6) Effective January 17, 2023, Mr. Angerosa was promoted to the position of President of Limbach Harper; however, Mr. Angerosa was not deemed to be an NEO in 2023. The table above presents compensation detail for the period in which Mr. Angerosa was considered an NEO. Effective January 2026, Mr. Angerosa serves as the Company’s Executive Vice President, National Customer Solutions.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table summarizes the grants of equity and non-equity plan-based awards made to the NEOs during the fiscal year ended December 31, 2025. The equity awards were granted under the Company’s Omnibus Plan.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name and Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael M. McCann President and Chief Executive Officer | | $400,000 | $800,000 | $1,600,000 | $— | $— | $— | — | $— | | | 01/01/25 | $— | $— | $— | $4,498 | $8,996 | $13,494 | — | $807,391 | | | 01/01/25 | $— | $— | $— | $— | $— | $— | 4,498 | $384,759 | | Jayme L. Brooks Executive Vice President and Chief Financial Officer | | $170,950 | $341,900 | $683,800 | $— | $— | $— | — | $— | | | 01/01/25 | $— | $— | $— | $1,972 | $3,944 | $5,916 | — | $353,974 | | | 01/01/25 | $— | $— | $— | $— | $— | $— | 1,972 | $168,685 | | Jay A. Sharp Executive Vice President, Sales | | $146,100 | $292,200 | $584,400 | $— | $— | $— | — | $— | | | 01/01/25 | $— | $— | $— | $1,461 | $2,921 | $4,382 | — | $262,160 | | | 01/01/25 | $— | $— | $— | $— | $— | $— | 1,461 | $124,974 | | Nicholas S. Angerosa Executive Vice President, National Customer Solutions | | $104,000 | $208,000 | $416,000 | $— | $— | $— | — | $— | | | 01/01/25 | $— | $— | $— | $1,248 | $2,495 | $3,743 | — | $223,926 | | | 01/01/25 | $— | $— | $— | $— | $— | $— | 1,248 | $106,754 |
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, 2025 at “threshold”, “target”, and “maximum” levels of performance. For 2025, the threshold, target and maximum levels of performance were calculated at 50%, 100% and 200%, 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 2025 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 under the Company’s market-based RSU awards at the threshold, target and maximum payout levels based on the Company’s relative TSR compared to the Benchmark Index over a three-year performance period commencing on January 1, 2025 and ending on December 31, 2027. Target represents the number of market-based RSUs granted, with threshold and maximum reflecting 50% and 150% of target shares, 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 2025 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 grant date fair value of equity awards computed in accordance with ASC Topic 718. For service-based RSUs, the grant date fair value is based on the closing price of the Company’s common stock as reported on Nasdaq on the grant date, which was $85.54 (or, if the grant date fell on a weekend or holiday, the closing market price of the Company’s common stock on the business day immediately preceding the grant date). For market-based RSUs that vest based on the Company’s relative TSR, the grant date fair value reflects the probability of achieving the applicable market condition and was determined using a Monte Carlo simulation model on the date of grant.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding unvested stock awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock that have not vested (#)(2) | Market Value of Shares or Units of Stock that have not vested(3) ($) | Equity Incentive Plan Awards number of unearned shares, units or other rights that have not vested (#)(4)(5) | Equity Incentive Plan Awards market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Michael M. McCann | 1/4/2023 | 4,699 | 365,817 | 42,288 | 3,292,121 | | | 1/17/2023 | 1,080 | 84,078 | 9,720 | 756,702 | | | 1/1/2024 | 5,255 | 409,102 | 23,644 | 1,840,685 | | | 1/1/2025 | 4,498 | 350,169 | 8,996 | 700,339 | | Jayme L. Brooks | 1/4/2023 | 4,440 | 345,654 | 39,958 | 3,110,730 | | | 7/1/2023 | 98 | 7,629 | 877 | 68,274 | | | 1/1/2024 | 2,532 | 197,116 | 11,394 | 887,023 | | | 1/1/2025 | 1,972 | 153,520 | 3,944 | 307,040 | | Jay A. Sharp | 1/4/2023 | 1,952 | 151,963 | 17,569 | 1,367,747 | | | 1/17/2023 | 1,242 | 96,690 | 11,178 | 870,207 | | | 1/1/2024 | 1,858 | 144,645 | 8,356 | 650,515 | | | 1/1/2025 | 1,461 | 113,739 | 2,921 | 227,400 | | Nicholas S. Angerosa | 1/4/2023 | 1,719 | 133,824 | 15,469 | 1,204,262 | | | 1/17/2023 | 788 | 61,346 | 7,090 | 551,957 | | | 1/1/2024 | 1,542 | 120,045 | 6,936 | 539,968 | | | 1/1/2025 | 1,248 | 97,157 | 2,495 | 194,236 |
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 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. Service-based RSUs granted on January 1, 2025 are subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2026, January 1, 2027 and January 1, 2028. (3) These amounts are based on the market value of the Company’s common stock on Nasdaq on December 31, 2025, which was $77.85 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 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 as a result of the level of achievement. For performance-based awards granted on January 1, 2024 (performance measurement period of January 1, 2024 through December 31, 2026), a performance factor of 150% was applied based on the current presumed level of achievement. 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.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
(5) Represents market-based RSU awards granted on January 1, 2025, which vest at the end of a three-year performance period (January 1, 2025 through December 31, 2027) based on the Company’s relative TSR compared to the TSR of the companies included in the Benchmark Index. Because performance as of December 31, 2025 was tracking between threshold and target levels, the number of shares reported in the table reflects the target number of RSUs granted, consistent with applicable proxy disclosure conventions. The actual number of shares that may be earned ranges from 0% to 150% of the target number of shares based on the Company’s relative TSR performance over the performance period, with 50%, 100% and 150% payouts corresponding to threshold, target and maximum performance levels, respectively, and linear interpolation applied for performance between such levels. In addition, if the Company’s absolute TSR for the performance period is negative, the payout percentage will be capped at 100% of target. The market value of these awards is based on the closing price of the Company’s common stock as of December 31, 2025.
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, 2025 held by each of our NEOs.
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 | — | — | 63,304 | 4,593,863 | | Jayme L. Brooks | — | — | 42,114 | 3,059,290 | | Jay A. Sharp | — | — | 27,133 | 1,976,757 | | Nicholas S. Angerosa | — | — | 23,658 | 1,718,845 |
Option Exercises and Stock Vested
(1) Represents the gross amount of service-based RSUs that vested on January 1, 2025. 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 $85.54 on Nasdaq. (2) Represents the gross amount of performance-based awards which were earned and vested on March 10, 2025 upon confirmation of the Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 150% 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 10, 2025, which was $68.92 on Nasdaq. (3) Including the impact of shares withheld to satisfy tax withholding requirements, the net amount of stock awards that vested and were issued to Mr. McCann, Ms. Brooks, Mr. Sharp and Mr. Angerosa in 2025 were 40,038, 25,433, 15,823 and 14,844, respectively.
Pension Benefits
Pension Benefits We currently have no defined benefit pension plans and none of the NEOs received qualified retirement income benefits for fiscal year 2025.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We currently have no defined contribution plans that provide for the deferral of compensation on a basis that is not tax-qualified.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
| Limbach 2026 Proxy Statement | Table of Contents |
Potential Payments Upon Termination or Change in Control
In accordance with SEC rules, the following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with the Company occurred on December 31, 2025 and, where relevant, that a change in control of the Company occurred on December 31, 2025. Amounts shown in the table below do not include (i) accrued but unpaid salary and (ii) other benefits earned or accrued by the NEOs during employment that are available to all salaried employees, such as accrued vacation or employer contribution amounts payable under the Company’s 401(k) plan.
Potential Payments Upon Termination or Change in Control
| Name | Compensation | Termination due to Retirement ($)(1) | Termination due to Death or Disability ($)(2) | Non-Change in Control Severance ($)(3) | Change in Control Severance ($)(4) | | Michael M. McCann | Cash severance | — | — | 1,541,306 | 3,141,306 | | | Accelerated RSUs | — | 1,209,166 | — | 1,209,166 | | | Accelerated PRSUs | — | 3,926,365 | — | 5,889,508 | | | Accelerated MRSUs | — | 700,339 | — | 700,339 | | | Benefits(5) | — | — | — | — | | | Total(6) | — | 5,835,870 | 1,541,306 | 10,940,319 | | Jayme L. Brooks | Cash severance | — | — | 842,815 | 1,368,815 | | | Accelerated RSUs | — | 703,920 | — | 703,920 | | | Accelerated PRSUs | — | 2,710,737 | — | 4,066,028 | | | Accelerated MRSUs | — | 307,040 | — | 307,040 | | | Benefits(5) | — | — | 5,486 | 10,972 | | | Total(6) | — | 3,721,697 | 848,301 | 6,456,775 | | Jay A. Sharp | Cash severance | — | — | 757,762 | 1,244,762 | | | Accelerated RSUs | — | 507,037 | — | 507,037 | | | Accelerated PRSUs | — | 1,925,698 | — | 2,888,469 | | | Accelerated MRSUs | — | 227,400 | — | 227,400 | | | Benefits(5) | — | — | 4,219 | 8,438 | | | Total(6) | — | 2,660,135 | 761,981 | 4,876,106 | | Nicholas S. Angerosa | Cash severance | — | — | 608,739 | 1,024,739 | | | Accelerated RSUs | — | 412,371 | — | 412,371 | | | Accelerated PRSUs | — | 1,530,842 | — | 2,296,186 | | | Accelerated MRSUs | | 194,236 | — | 194,236 | | | Benefits(5) | — | — | 5,486 | 10,972 | | | Total(6) | — | 2,137,449 | 614,225 | 3,938,504 |
Potential Payments Upon Termination or Change in Control
(1) Pursuant to the Company’s Amended and Restated Omnibus Incentive Plan, upon retirement (without notice of such retirement) and/or a reduction in force, service-based RSUs will vest on a pro-rated basis through the date of such retirement or reduction in force (as the case may be) and performance-based RSUs will vest on a pro-rated basis based on the achievement of any performance goals at the actual performance levels at the date of such retirement or reduction in force (as the case may be) based on the Compensation Committee’s determination. Pursuant to the Company’s Amended and Restated Omnibus Incentive Plan, upon retirement (with notice of retirement as required under the Omnibus Plan), both service-based and performance-based RSUs will continue to vest following the date of such retirement in accordance with the applicable grant agreements. For the purposes of the Omnibus Plan, “Retirement” is defined as a termination of a participant’s employment, other than for cause and other than by reason of death or disability (each as defined in the Omnibus Plan), on or after the attainment of a combined total of age and years of Company service to equal or exceed sixty-five, provided however that such a participant must also have reached the age of sixty to qualify for “Retirement.” As of December 31, 2025, none of the Company’s NEO’s were eligible for retirement as defined in the plan; accordingly, no amounts are presented under such scenario.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
(2) Pursuant to the Company’s Amended and Restated Omnibus Incentive Plan, upon a termination of employment due to death or disability, service-based RSUs will vest in full and performance-based RSUs will vest based on the achievement of performance goals at the “Target” as determined by the Compensation Committee. •Accelerated RSUs: represents the vesting of all service-based RSUs held by the NEO under the Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2025, $77.85 per share. •Accelerated PRSUs: represents the vesting of all performance-based RSUs held by the NEO under the Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2025, $77.85 per share, applying a performance factor at target for performance awards granted in 2023 and 2024. •Accelerated MRSUs: represents the vesting of market-based RSUs, which vest based on the Company’s relative TSR compared to the Benchmark Index, with payouts ranging from 0% to 150% of target. The number of shares is determined based on the level of performance achieved as of the applicable termination date, as determined by the Compensation Committee in accordance with the terms of the applicable award agreements. Because performance as of December 31, 2025 was tracking between threshold and target levels, values for purposes of this table are calculated assuming achievement of target performance, consistent with applicable proxy disclosure conventions, and are based on the closing price of the Company’s common stock on December 31, 2025 ($77.85). (3) 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, 2025, 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 employee premiums associated with coverage under COBRA. Mr. McCann has waived healthcare coverage for 2025. (4) 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 fiscal year 2025, as reported within the Summary Compensation Table. •Accelerated RSUs: represents the vesting of all service-based RSUs held by the NEO under the Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2025, $77.85 per share. •Accelerated PRSUs: represents the vesting of all performance-based RSUs held by the NEO under the Omnibus Plan at the time of termination multiplied by the Company’s closing stock price on Nasdaq on December 31, 2025, $77.85 per share, applying a performance factor of 150% for performance awards granted in 2023 and 2024. •Accelerated MRSUs: represents the vesting of market-based RSUs, which vest based on the Company’s relative TSR compared to the Benchmark Index, with payouts ranging from 0% to 150% of target. The number of shares is determined based on the level of performance achieved as of the applicable termination date, as determined by the Compensation Committee in accordance with the terms of the applicable award agreements. Because performance as of December 31, 2025 was tracking between threshold and target levels, values for purposes of this table are calculated assuming achievement of target performance, consistent with applicable proxy disclosure conventions, and are based on the closing price of the Company’s common stock on December 31, 2025 ($77.85). •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 employee premiums associated with coverage under COBRA. Mr. McCann has waived healthcare coverage for 2025. (5) 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. (6) Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2025. Amounts of any reduction pursuant to Section 280G of the Internal Revenue Code, if any, would be calculated upon actual termination of employment.
2025 CEO Pay Ratio
2025 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
2025 CEO Pay Ratio
| Limbach 2026 Proxy Statement | Table of Contents |
2025 CEO Pay Ratio
that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. For 2025, 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 $60,631; 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 $2,759,456. Based on this information, for 2025, 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 approximately 46 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, 2025. 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, 2025. As such, the median number is lower than it would have been if we had annualized the salaries of such employees or excluded them from the calculation.
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 five fiscal years, as well as their Compensation Actually Paid as calculated pursuant to Item 402(v) of Regulation S-K and certain performance measures required by Item 402(v) of Regulation S-K. 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.
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) | Company Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | GAAP Net Income (thousands) | Non-GAAP Adjusted EBITDA (thousands)(7) | | 2025 | $2,759,456 | $— | $1,690,015 | $— | $1,175,930 | $597,354 | $631.39 | $134.40 | $39,064 | $81,802 | | 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 |
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. (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, as adjusted to (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 regarding the calculation for Compensation Actually Paid to CEO. For service-based RSUs, fair value is based on the closing price of the Company’s common stock on the applicable measurement date. For performance-based RSUs, fair value reflects the probable outcome of the applicable performance conditions as of the measurement date, consistent with ASC 718. For market-based RSUs, including those tied to relative TSR, fair value is determined as of each measurement date using a valuation methodology consistent with ASC 718, such as a Monte Carlo simulation model, reflecting updated assumptions and performance expectations.
Pay vs. Performance
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Pay vs. Performance
(3) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, for each applicable fiscal year. For fiscal years 2024 and 2025 this includes Ms. Brooks, Mr. Sharp and Mr. Angerosa. For fiscal year 2023, this includes Ms. Brooks and Mr. Sharp. For fiscal years 2022 and 2021, this includes Ms. Brooks and Mr. McCann. (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 2025, 2024 and 2023 and Mr. Bacon for fiscal years 2023, 2022 and 2021 in the Summary Compensation Table. The calculation methodology is consistent with that described in footnote (2), including the adjustments to total compensation for equity award valuation. (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 assumes an initial fixed investment of $100 on December 31, 2020 and reinvestment of all dividends, and reflects the change in the Company’s stock price over the 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 Benchmark Index, and TSR is calculated in the same manner as the Company’s TSR. (7) Refer to Annex A for a reconciliation of the Company’s non-GAAP financial measures included in this Proxy Statement. Adjusted EBITDA is the Company-selected measure for purposes of Item 402(v) of Regulation S-K. While the Company transitioned to market-based long-term incentive awards tied to relative TSR beginning in 2025, Adjusted EBITDA continues to be an important financial performance metric used by management to evaluate operating performance. The following tables present the adjustments made to calculate “Compensation Actually Paid” to our CEO and, on an average basis, to our Non-CEO NEOs for each fiscal year presented. These amounts are derived from the “Total” compensation reported in the Summary Compensation Table and adjusted in accordance with Item 402(v) of Regulation S-K.
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 | | 2025 (McCann) | $2,759,456 | $(1,192,150) | $936,349 | $7,564 | $— | $(821,204) | $— | $1,690,015 | | 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 |
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(5) | Compensation Actually Paid to Non-CEO NEOs | | 2025 | $1,175,930 | $(413,491) | $324,771 | $(92,412) | $— | $(397,444) | $597,354 | | 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 |
Pay vs. Performance
(1) Represents the grant date fair value of the equity awards as reported in the Summary Compensation Table, computed in accordance with ASC 718. (2) Represents the fair value as of the end of the applicable fiscal year of equity awards granted during such year that remained outstanding and unvested as of year-end, determined in accordance with Item 402(v) of Regulation S-K and ASC 718. (3) Represents the year-over-year change in the fair value of unvested equity awards granted in prior years, calculated as the difference between the fair value of such awards as of the end of the current fiscal year and the fair value of such awards as of the end of the prior fiscal year, determined in accordance with ASC 718. For service-based awards, fair value is based on the closing price of the Company’s
Pay vs. Performance
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Pay vs. Performance
common stock on the applicable measurement date. For performance-based awards granted prior to 2025, fair value reflects the probable outcome of the applicable performance conditions as of the measurement date. (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 2025, the amount represents the change in fair value associated with certain performance-based RSUs granted in prior years that vested during 2025. The amount is calculated as the difference between the fair value of such awards as of December 31, 2024 and the fair value of such awards on the applicable vesting date in 2025, determined in accordance with ASC 718. For performance-based awards, fair value reflects the level of achievement of the applicable performance conditions as of the vesting date. For these awards, the applicable performance factor as of the vesting date was 150% of target. (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.
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 five most recently completed fiscal years to that of the Peer Group over the same period.
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 five most recently completed fiscal years.
Relationship Between Compensation Actually Paid And Net Income
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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 five 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.
Relationship Between Compensation Actually Paid And Adjusted EBITDA
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