🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official rulebook and ballot for Limbach Holdings' annual shareholder meeting. It's sent to shareholders before the meeting so they can vote on key issues like electing directors and approving executive pay.

👉 Why it matters: If you own stock in a company, this document tells you what you're voting on and gives you the information needed to make informed decisions.

🏢 What The Company Does

👉 In simple terms, Limbach Holdings is a building systems solutions company. They design, install, and maintain critical mechanical, electrical, plumbing, and control (MEPC) systems for buildings where failure is not an option—like hospitals, data centers, factories, and universities.

Business Model: They focus on two main customer types:

Owner Direct Relationships (ODR): Working directly for the building owner (their growth focus).
General Contractor Relationships (GCR): Working as a subcontractor for construction managers.

They operate in the Eastern and Midwestern U.S. and have been in business for 125 years.

📅 Key Dates & Voting Details

Annual Meeting: Tuesday, June 9, 2026, at 9:00 a.m. EDT.

Format: Virtual-only (no physical location).
Record Date: You had to own shares by April 17, 2026, to vote.
How to Vote: You can vote online, by phone, by mail, or during the virtual meeting.

What You're Voting On:

Elect Directors: Vote for Joshua S. Horowitz, Linda G. Alvarado, and Terence P. Dugan.
Approve Executive Pay (Advisory, non-binding vote).
Choose How Often to vote on pay in the future (every 1, 2, or 3 years).
Ratify the Auditor: Approve Crowe LLP as the accounting firm for 2026.

👉 Board Recommendation: The Board of Directors says vote FOR all four proposals.

💰 Company Performance (Why Pay is High)

The company had a record-breaking 2025. This context explains why executive compensation is substantial.

Revenue: $646.8 million (up 24.7% from 2024).
Net Income: $39.1 million (up from $30.9 million).
Adjusted EBITDA: $81.8 million (a key internal performance metric, up 28.4%).
Key Goal Met: 75% of revenue came from their strategic Owner Direct Relationships (ODR), a multi-year target.
Acquisition: Completed the $66 million purchase of Pioneer Power in July 2025.

👥 Board & Governance

Directors Up for Election (3-year terms):

Joshua S. Horowitz (Board Chair)
Linda G. Alvarado
Terence P. Dugan (appointed January 2026)

Director Pay (2025):

Annual Cash: $60,000 for all non-employee directors. Additional fees for chairing committees ($20k-$50k).
Annual Stock: Grant of ~$85,000 in Restricted Stock Units (RSUs).
Ownership Requirement: Must own stock worth 3x their annual cash fee within 5 years. All are in compliance.

💼 Executive Compensation (The "Pay for Performance" Plan)

This is a core part of the document. The philosophy is to pay competitively and heavily tie pay to company success.

Named Executive Officers (NEOs) for 2025:

Michael M. McCann (CEO)
Jayme L. Brooks (CFO)
Jay A. Sharp (EVP, Sales)
Nicholas S. Angerosa (EVP, National Customer Solutions)

Pay Structure:

Base Salary: Fixed cash pay.
Short-Term Incentive (Bonus): Cash bonus based on hitting annual Adjusted EBITDA targets. In 2025, the company exceeded its targets, leading to higher payouts.
Long-Term Incentive (Stock): Equity grants to align with shareholders. Mix changed in 2025:
- 1/3 Service-Based RSUs: Vest over 3 years.
- 2/3 Market-Based RSUs: Vest in 3 years based on the company's stock return vs. the Russell 2000 Index.

2025 Highlights for CEO Michael McCann:

Total Compensation: $6,248,742
Bonus Payout: 200% of target due to record financial performance.
Stock Awards: Granted ~$4.2M in value (mix of service & market-based RSUs).

Shareholder Approval: At the 2025 meeting, 97% of votes supported the executive pay plan ("Say on Pay").

⚖️ Executive Benefits & Protections

Severance and Change in Control ("Golden Parachute") Plans: Executives are protected if the company is sold or they are laid off.

If terminated without cause: Get 1x salary + bonus.
If terminated after a sale of the company (Change in Control):
- CEO: Gets 3x salary + bonus, plus all equity vests immediately.
- Other Executives: Get 2x salary + bonus, plus all equity vests immediately.
No Excise Tax Gross-Ups: The company won't pay extra taxes for these payments if they trigger certain penalties.

🔮 What's Next & Strategy

The company is focused on three growth pillars:

Grow revenue while maintaining a ~75/25 ODR/GCR mix.
Expand profit margins by offering more bundled solutions.
Continue strategic acquisitions (like Pioneer Power).

Priorities for 2026: Grow revenue, improve margins, and allocate capital to deliver long-term shareholder value.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Strong financial performance and record results.
Clear, focused strategy on critical facilities (data centers, healthcare).
High insider ownership (directors own stock well above guidelines).
Strong shareholder support (97% Say on Pay approval).

⚠️ Risks & Considerations:

Success depends on continued execution of the ODR strategy.
Large acquisitions (like Pioneer Power) carry integration risk.
Executive pay is significant and heavily performance-based; it could attract scrutiny if performance dips.
Operates in a competitive industry.

🧠 The Analogy

Think of this proxy statement like the annual report card and voting ballot for a school's PTA. The "teachers" (executives) present their report card (company performance), show their grades (financial results), and explain their salaries (compensation). The "parents" (shareholders) then get to vote on whether to re-elect the "school board" (directors) and whether they approve of the teachers' pay packages.

🧩 Final Takeaway

This proxy statement details a successful year for Limbach, where hitting strategic and financial targets led to strong executive pay. Shareholders are being asked to endorse the current leadership team and compensation philosophy, which are directly tied to the company's continued performance in building and maintaining critical infrastructure.

LMB Proxy Details Votes and Compensation for Annual Shareholder Meeting