Limbach (LMB) Proxy Filing summary

Executive summary

• Achieved record profitability in 2024, with net income of $30.9M and adjusted EBITDA of $63.7M, up 36.1% from prior year.

• Strategic focus on shifting revenue mix to Owner Direct Relationships (ODR), now 67% of revenue and 75% of gross profit.

• Completed two acquisitions in 2024, expected to add $6M to adjusted EBITDA in 2025.

• Expanded presence in healthcare and industrial verticals, emphasizing recurring revenue and long-term customer relationships.

• Board and management confident in long-term growth through geographic expansion, margin enhancement, and infrastructure demand.

Voting matters and shareholder proposals

• Election of two Class C directors (Michael M. McCann and Laurel J. Krzeminski) for three-year terms.

• Advisory vote on executive compensation (Say on Pay).

• Approval of Amendment No. 6 to the Omnibus Incentive Plan, enhancing vesting terms for death, disability, retirement, and reduction in force.

• Ratification of Crowe LLP as independent auditor for fiscal year 2025.

Board of directors and corporate governance

• Board consists of seven directors, divided into three classes, with 85.7% independent and 28.6% diverse.

• Recent leadership changes: Gordon G. Pratt retired, Joshua S. Horowitz elected Chair, and David R. Gaboury joined as director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board skills include 100% with building services, M&A, and human capital management experience.

• Stock ownership guidelines for directors and executives to align interests with shareholders.