lmb-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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Limbach Holdings, Inc.

(Name of Registrant as Specified In Its Charter)


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Limbach Holdings, Inc.

5102 W Laurel Street, Suite 700,

Tampa, FL 33607

April 23, 2026

Dear Fellow Stockholders,

Today’s Limbach is a fundamentally different and stronger company than it was even a few years ago. We are building a higher-margin, cash generative solutions-led platform, positioned to deliver durable growth and superior long-term stockholder returns. Our strategy is clear, our momentum is real, and our confidence in Limbach’s trajectory has never been higher.

In 2026, Limbach marks its 125th year of continuous operation, a milestone achieved by fewer than 100 U.S. public companies1. While our team celebrates this long legacy, we know that longevity demands adaptability, disciplined execution, and the ability to evolve as markets change. Our strategy has been to carve our own path as a leading building systems solutions firm that serves as a trusted partner, solving our customers’ most complex problems.

Delivering What We Promised

2025 was a pivotal inflection point in validating our strategic plan for sustainable growth. Following an outstanding 2024, our team delivered another record year of financial results. Revenue for the year reached a record $646.8 million, an increase of 24.7% year over year, while adjusted EBITDA2 grew 28.4% to $81.8 million, also a company record.

Central to this performance was the continued execution of our Owner Direct Relationships, or ODR, strategy. In 2025, ODR represented approximately 75% of total revenue, achieving our multi-year target. ODR revenue grew 40.6% for the year, including 17% organic growth3, reflecting increased customer engagement, bundled solutions, and expanded wallet share across mission-critical facilities.

Cash generation remained a hallmark of our execution. For the year, we delivered strong operating and free cash flow. We ended 2025 with a net debt to Adjusted EBITDA ratio of 0.3x3. We evaluate capital allocation through a disciplined framework, prioritizing investments that offer the highest risk-adjusted returns. Our acquisition of Pioneer Power and our $50 million share repurchase authorization reflect this approach; driving growth, return of capital, and balance sheet strength.

Why We Win — Limbach Operates in Environments Where Failure Is Not An Option

By design, we focus on critical end markets such as healthcare, industrial and manufacturing, data centers, life sciences, higher education, and cultural and entertainment. Limbach’s scale, technical knowledge, and local execution position us as the long-term partner of choice in this evolving landscape.

Our customers depend on us to ensure ongoing operations, efficiency, and safety. Our unique ability to design, optimize, deliver and maintain customer engineered solutions for Mechanical, Electrical, Plumbing & Control, or MEPC, systems create both speed-to-market and cost certainty advantages. These capabilities position Limbach as a critical partner in environments where downtime is unacceptable and execution risk must be minimized. Increasingly, customers rely on us for more essential work in their critical facilities and engage with us much earlier in their planning process.

1 Morgan Stanley Investment Management Counterpoint Global.

2 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. Our board of directors and executive management team focus on Adjusted EBITDA as a key performance and compensation measure. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of certain items that do not necessarily reflect our core operations. 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. In addition, we use Adjusted EBITDA as a component in assessing our net leverage ratio, which we define as total debt less cash and cash equivalents, divided by trailing twelve-month Adjusted EBITDA, as a measure of our balance sheet strength, financial flexibility and capacity to support disciplined capital allocation. A reconciliation of Adjusted EBITDA to the most comparable GAAP measure is provided in Annex A.

3 A reconciliation of these non-GAAP components can be found in our earnings press release filed on Form 8-K with the SEC on March 3, 2026.

Growth, Guided by Discipline

Our growth strategy is anchored by three pillars. First, we aim to grow total revenue and ODR organic revenue, while maintaining a stable mix between ODR and General Contractor Relationships, or GCR, revenue. We are combining national scale with local execution, to better serve mission-critical facilities. Additionally, we are investing both at the local and national level to accelerate sales, leverage SG&A and drive earnings growth.

To bolster our national growth strategy, in January 2026, we announced two Executive Vice President appointments for national customer solutions and sales. These roles centralize national customer strategy, sales execution, and cross-branch coordination which are key to scaling our ODR relationships.

Our second pillar is to expand margins through evolved customer solutions. We differentiate ourselves by serving as a single-source provider for building owners, delivering comprehensive life-cycle engineered solutions. The third pillar is strategic M&A aimed at extending the reach of the Limbach brand, strengthening our market presence and expanding our capabilities.

In July 2025, we completed the acquisition of Pioneer Power for approximately $66 million, our largest acquisition to date. The transaction meaningfully expanded our presence in the Upper Midwest, enhanced our industrial and mission-critical capabilities, and further scaled our ODR model. We share a highly compatible culture and approach to risk management, and above all, a total commitment to optimizing customers’ facilities through value-enhancing systems solutions.

Our immediate focus is on integrating operations and unlocking value by applying our proven value creation strategies to grow market share among core customers, improve gross margins over time, and deepen customer relationships.

Looking Ahead: Built to Endure, Positioned to Lead

Very few companies last 125 years. Even fewer do so while actively reshaping their business model for growth. Limbach’s longevity gives us credibility—but our strategy, execution, and capital discipline are what position us to create value going forward. We are focused on building a business that not only endures, but compounds value over time through consistent execution and disciplined decision-making. Looking ahead to 2026, we will continue to build on our strong foundation. Our priorities remain clear: grow top-line revenue through organic growth focused on ODR and disciplined M&A, improve margins, and continue to allocate capital with a focus on delivering long-term stockholder value.

On behalf of our Board of Directors and the entire Limbach team, thank you for your continued trust and support.



			Sincerely,

			Michael M. McCann
			President, Chief Executive Officer and Director

Limbach Holdings, Inc.

5102 W Laurel Street, Suite 700,

Tampa, FL 33607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 9, 2026

The 2026 Annual Meeting of Stockholders of the Company will be held on Tuesday, June 9, 2026, at 9:00 a.m. Eastern Daylight Time (“EDT”) solely by remote communication in a virtual-only format (the “Annual Meeting”).

You are entitled to participate in the Annual Meeting if you were a stockholder of the Company as of the close of business on April 17, 2026, the record date for the Annual Meeting. The Notice of Annual Meeting, the Proxy Statement, the accompanying proxy card and our 2025 Annual Report are available on the Company’s website at www.limbachinc.com under “Investors – Financials.” The Annual Meeting is being held for the following purposes:

1.To elect Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A members of our Board of Directors, each to serve for a three-year term;

2.To hold a non-binding advisory vote on the compensation of our named executive officers;

3.To hold a non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

4.To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5.To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement thereof.

Stockholders will not be able to attend the Annual Meeting in person. Instead, stockholders should follow the instructions provided below to attend the virtual Annual Meeting. Stockholders interested in attending this virtual Annual Meeting are required to register by 11:59 p.m. EDT on June 8, 2026 at www.meetnow.global/MZGQJXG. The Company urges stockholders to vote and submit proxies in advance of the Annual Meeting by one of the methods described in these proxy materials for the Annual Meeting. Stockholders who attend the virtual Annual Meeting by following the instructions in these proxy materials will have an opportunity to vote and to submit questions electronically during the meeting.

Only stockholders of record as of the close of business on April 17, 2026 are entitled to receive notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof. Stockholders who hold shares in street name may vote through their brokers, banks or other nominees.

Regardless of the number of shares you own and whether you plan to attend the virtual Annual Meeting, please vote. All stockholders of record can vote (i) over the Internet by accessing the Internet website or QR code specified on the enclosed proxy card or voting instruction form and following the instructions provided to you, (ii) by calling the toll-free telephone number specified on the enclosed proxy card or voting instruction form and following the instructions when prompted, (iii) by written proxy by signing and dating the enclosed proxy card or voting instruction form and returning it, or (iv) by attending the virtual Annual Meeting in accordance with the instructions provided in the Proxy Statement.

We encourage you to receive all proxy materials in the future electronically to help us save printing costs and postage fees, as well as natural resources in producing and distributing these materials. If you wish to receive these materials electronically in the future, please follow the instructions on the proxy card or voting instruction form.


By Order of the Board of Directors,

/s/ Michael M. McCann
Michael M. McCann
President, Chief Executive Officer and Director
April 23, 2026


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026

This Notice of Annual Meeting and Proxy Statement and our 2025 Annual Report are available on
our website at www.limbachinc.com under “Investors — Financials Results”

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	2	PROPOSAL 2	48
PROPOSAL 1	8	PROPOSAL 3	49
DIRECTORS AND EXECUTIVE OFFICERS	9	PROPOSAL 4	50
Directors	9	REPORT OF THE AUDIT COMMITTEE	51
Executive Officers	11	RELATED PERSON POLICY AND TRANSACTIONS	53
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	13	Related Person Transactions Policy and Procedures	53
Director Independence	13	Related Person Transactions	53
Board Leadership Structure	13	OTHER MATTERS	54
Role of the Board in Risk Oversight	13	Householding of Proxy Materials	54
Meetings of the Board of Directors	15	Electronic Access to Proxy Statement and Annual Report	54
Audit Committee	16	Annex A - Reconciliation of Non-GAAP Financial Measures	55
Compensation Committee	16
Nominating and Corporate Governance Committee	17
Director Nominations	18
Securityholder Communications with the Board	19
Code of Conduct and Ethics	19
Insider Trading Policy	19
Employee, Officer and Director Hedging	20
Director Compensation	20
COMPENSATION DISCUSSION AND ANALYSIS	22
Introduction	22
2025 Company Performance	22
Say on Pay	23
Compensation Philosophy, Approach and Pay Elements	23
Compensation Setting Process and Role of Compensation Consultants	25
Compensation Peer Group	26
Analysis of 2025 Compensation Decisions and Actions	26
Stock Ownership Guidelines - Executives	29
Employment Agreements with Our Named Executive Officers	30
Severance and Change in Control Arrangements	31
Executive Compensation Risk	31
Clawback Arrangements	31
Compensation Committee Interlocks and Insider Participation	31
Compensation Committee Report	32
EXECUTIVE COMPENSATION	33
PAY vs. PERFORMANCE	40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	45
Delinquent Section 16(a) Reports	46


Limbach 2026 Proxy Statement						Table of Contents

Limbach Holdings, Inc.

5102 W Laurel Street, Suite 700,

Tampa, FL 33607

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 9, 2026

-------------------------------------

This Proxy Statement is being furnished to our stockholders of record as of the close of business on April 17, 2026 in connection with the solicitation by our Board of Directors of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held solely by remote communication in a virtual-only format on Tuesday, June 9, 2026, at 9:00 a.m. EDT, or at any and all adjournments or postponements thereof, for the purposes stated in the Notice of Annual Meeting of Stockholders. The approximate date of mailing of this Proxy Statement and the enclosed form of proxy is April 23, 2026.

Unless we state otherwise or the context otherwise requires, references in this Proxy Statement to “we,” “our,” “us,” or the “Company” are to Limbach Holdings, Inc. a Delaware corporation.

QUESTIONS AND ANSWERS ABOUT

THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because our Board of Directors (our “Board”) is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the virtual Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the virtual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions on your proxy card or voting instruction form to vote over the telephone or through the Internet.

How do I attend the virtual Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on April 17, 2026, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.meetnow.global/MZGQJXG on June 9, 2026 at 9:00 a.m. Eastern Time.

To participate in the Annual Meeting, you will need to log in using the control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

The online meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time and allow ample time for the check-in procedures.

Do I need to register to attend the Annual Meeting?

If you are a stockholder of record (i.e., your shares are registered directly in your name), you do not need to register in advance to attend the Annual Meeting.

If you hold your shares through a broker, bank or other nominee (i.e., in “street name”), you must register in advance to attend the Annual Meeting virtually. To register, you must obtain a legal proxy from your broker, bank or nominee reflecting your Company holdings and submit your name and email address, along with an image of your legal proxy, to Computershare at shareholdermeetings@computershare.com. Requests must be labeled “Legal Proxy” and received no later than 5:00 p.m. Eastern Time at least three business days prior to the meeting date.

You will receive a confirmation of your registration by email after your legal proxy is received and validated.


Limbach 2026 Proxy Statement						Table of Contents

Who can vote at the virtual Annual Meeting?

Only stockholders of record at the close of business on April 17, 2026, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting. As of April 17, 2026, there were 11,921,067 shares of common stock outstanding and entitled to vote. For 10 days ending on the day before the Annual Meeting, during normal business hours, a complete list of all stockholders on the record date will be available for examination by any stockholder for any purpose germane to the meeting at the Company’s offices at 5102 W Laurel Street, Suite 700, Tampa, FL 33607.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on April 17, 2026 your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the virtual meeting or vote by proxy. Whether or not you plan to attend the virtual meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or through the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on April 17, 2026 your shares were held in an account at a brokerage firm, bank or other nominee, rather than in your own name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the virtual Annual Meeting. As a beneficial owner, you have the right to direct that organization regarding how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the virtual meeting unless you request and obtain a valid proxy from your broker, bank or other nominee and submit it when you register to attend the virtual Annual Meeting.

What am I voting on?

There are four matters scheduled for a vote:

1.To elect Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A members of our Board, each to serve for a three-year term;

2.To approve, on a non-binding advisory basis, on the compensation of our named executive officers;

3.To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and

4.To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

What are the recommendations of our Board?

Unless you give other instructions on your proxy card, or by telephone or on the Internet, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board. Our Board recommends a vote:

•FOR the election of the nominated slate of Class A directors (see Proposal 1);

•FOR the approval of the non-binding, advisory vote on the compensation of our named executive officers (see Proposal 2);

•FOR every “1 year” on the non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (see Proposal 3); and

•FOR the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (see Proposal 4).

What if another matter is properly brought before the meeting?


Limbach 2026 Proxy Statement						Table of Contents

The Board knows of no other matters that will be presented for consideration at the virtual Annual Meeting. If you have submitted a proxy and any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

How do I vote?

For Proposal 1, you may either vote “For” all the nominees to be a Class A member of the Board or you may “Withhold” your vote for any one or more nominees you specify. For Proposal 2 and Proposal 4 you may vote “For” or “Against” or abstain from voting. For Proposal 3, you may vote for every “1 year”, “2 years” or “3 years” or abstain from voting. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the virtual Annual Meeting by following the procedures set forth below, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the Internet. Whether or not you plan to attend the virtual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual meeting and vote in person even if you have already voted by proxy.

•To vote at the virtual Annual Meeting, follow the instructions above under “How do I attend the virtual Annual Meeting?”.

•To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the virtual Annual Meeting, we will vote your shares as you direct.

•To vote by proxy over the telephone or by internet, follow the instructions on the proxy card you received. If voting by telephone or internet, your vote must be received by 11:59 p.m. EDT on June 8, 2026 to be counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instruction form and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or through the Internet as instructed by that organization. To vote at the virtual Annual Meeting, you must first obtain a legal proxy from your broker, bank, or other nominee, and then register to attend the virtual Annual Meeting at www.meetnow.global/MZGQJXG. Follow the instructions from that organization included with these proxy materials, or contact it to request a legal proxy.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned at the close of business on April 17, 2026.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by proxy card, by telephone, through the Internet or in person at the virtual Annual Meeting, your shares will not be voted, and your shares will count as “not present” for purposes of the establishment of a quorum for the meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the proposal is considered to be a “routine” matter.

See below under “What are broker non-votes?” for more information. At the virtual Annual Meeting, only Proposal 4 is considered a routine matter. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposal 1, Proposal 2 and Proposal 3, but may vote your shares on Proposal 4.

What if I return a signed proxy card or otherwise vote but do not make specific choices?


Limbach 2026 Proxy Statement						Table of Contents

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the nominees to our Board, “For” the approval of the non-binding, advisory vote on the compensation of our named executive officers, “For” every “1 year” on the non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, and “For” the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have engaged Georgeson, LLC to assist in the solicitation of proxies and provide related advice and information support for an estimated fee of $25,000 plus reimbursement of customary expenses.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each proxy card or voting instruction form to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•You may submit another properly completed proxy card with a later date.

•You may grant a subsequent proxy by telephone or through the Internet.

•You may send a timely written notice that you are revoking your proxy to our Executive Vice President – Legal & Risk Management at 5102 W Laurel Street, Suite 700, Tampa, FL 33607.

•You may attend the virtual Annual Meeting and vote there. Simply attending the virtual meeting will not, by itself, revoke your proxy. Your most recent proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by that organization for changing your vote.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 24, 2026 to our Executive Vice President – Legal & Risk Management at 5102 W Laurel Street, Suite 700, Tampa, FL 33607. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.

If you wish to submit a proposal to be acted on at next year’s annual meeting without including such proposal or nomination in next year’s proxy materials, or if you wish to nominate a director, you must provide written notice as required by our Amended and Restated Bylaws no earlier than the opening of business on February 9, 2027 and no later than the close of business on March 11, 2027 to our Executive Vice President – Legal & Risk Management at 5102 W Laurel Street, Suite 700, Tampa, FL 33607. If next year’s annual meeting is called for a date that is before April 25, 2027 or after July 24, 2027, written notice of such proposal or nomination must be provided to our Executive Vice President – Legal & Risk Management at 5102 W Laurel Street, Suite 700, Tampa, FL 33607 no earlier than the opening of business on the 120th day before the date of next year’s annual meeting and no later than the later of (a) the close of business on the 90th day before next year’s annual meeting or (b) the close of business on the 10th day following the day on which public announcement of the date of next year’s annual meeting is first made by the Company.

In addition to satisfying the requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b) under the Exchange Act, including a statement that


Limbach 2026 Proxy Statement						Table of Contents

such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees.

You are also advised to review our Amended and Restated Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, (i) for the election of directors (Proposal 1), votes “For,” “Withhold” and broker non-votes, (ii) for the approval of the non-binding, advisory vote on the compensation of our named executive officers (Proposal 2), votes “For,” “Against,” abstentions and, if applicable, broker non-votes, (iii) for the non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (Proposal 3), votes for every 1 year, every 2 years and every 3 years, abstentions and, if applicable, broker non-votes, and (iv) for the ratification of the appointment of our independent registered public accounting firm (Proposal 4), votes “For,” “Against,” abstentions and, if applicable, broker non-votes. Broker non-votes, if applicable, will have no effect on the outcome of Proposal 1. Abstentions and broker non-votes, if applicable, will not be counted towards the vote total for Proposal 2, Proposal 3 and Proposal 4, and thus will have no effect on the outcome of such proposals.

What are “broker non-votes”?

Under the rules of the Nasdaq Stock Market LLC (“Nasdaq”), your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by that organization. Proposal 1, Proposal 2 and Proposal 3 will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions to that organization, that entity may deliver a proxy card expressly indicating that it is NOT voting your shares, which is referred to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum at the virtual Annual Meeting but will not count for purposes of determining the number of votes cast on Proposal 1, Proposal 2 and Proposal 3. Banks, brokers and other nominees are permitted to vote uninstructed shares on Proposal 4. You should instruct your bank, broker or other nominee to vote your shares in accordance with directions you provide.

How many votes are needed to approve each proposal?

•For Proposal 1, directors are elected by a plurality of the votes cast, which means that the three nominees for director receiving the most votes cast (from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected as Class A members of the Board. Only votes “For” will affect the outcome.

•To be approved, Proposal 2, the approval of the non-binding, advisory vote on the compensation of our named executive officers, must receive “For” votes from the holders of at least a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal. However, because this proposal asks for a non-binding, advisory vote, there is no “required” vote that would constitute approval.

•For Proposal 3, the approval of the non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, the frequency receiving the highest number of votes cast will be the frequency considered to be recommended by the stockholders, although such vote will not be binding on the Company. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

•To be approved, Proposal 4, the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, must receive “For” votes from the holders of at least a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

What is the quorum requirement?

Holders of a majority of the voting power of the Company’s issued and outstanding capital stock entitled to vote at the virtual Annual Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the virtual Annual Meeting will have the power to adjourn the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.


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How do I submit questions to be answered during the question and answer session?

Prior to the virtual Annual Meeting, stockholders may submit any questions in advance through www.meetnow.global/MZGQJXG. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.meetnow.global/MZGQJXG. We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and have their shares voted electronically at the Annual Meeting.

What do I do if I need technical assistance to access the Annual Meeting?

We encourage you to access the virtual Annual Meeting prior to the start time. Online check-in will begin at 8:30 a.m. EDT, and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties before the virtual Annual Meeting begins. A link on the meeting page will provide additional assistance, or you may call 1-888-724-2416 or 1-781-575-2748 for technical support.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in prior to the start of the Annual Meeting.

It is important that you review the proxy materials for the Annual Meeting previously distributed to you. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote your shares of common stock in advance of the Annual Meeting using one of the voting methods described in the proxy materials.

How can I find out the results of the voting at the virtual Annual Meeting?

Preliminary voting results may be announced at the virtual Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K (a “Form 8-K”) that we expect to file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the virtual Annual Meeting. If final voting results are not available to us in time to file a Form 8-K, within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the Internet?

The Notice of Annual Meeting and Proxy Statement and 2025 Annual Report are available on our website at www.limbachinc.com under “Investors — Financial Results”.


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PROPOSAL 1

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.


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DIRECTORS AND EXECUTIVE OFFICERS

Directors

CLASS A DIRECTOR NOMINEES

Terms Expiring at the 2026 Annual Meeting of Stockholders

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 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.


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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 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.

CLASS B DIRECTORS REMAINING IN OFFICE

Terms Expiring at the 2027 Annual Meeting

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 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.


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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.

CLASS C DIRECTORS REMAINING IN OFFICE

Terms Expiring at the 2028 Annual Meeting

Michael M. McCann, 44, Director since March 2023

Michael M. McCann has served as the President and Chief Executive Officer and a Director of the Company since March 2023. Prior to his appointment as President and Chief Executive Officer and a Director of the Company, Mr. McCann served as the Company’s Executive Vice President and Chief Operating Officer since November 2019, after having been appointed Co-Chief Operating Officer, effective January 2019. Mr. McCann joined the Company in 2010 as Vice President and Branch Manager of Harper Limbach’s Tampa business unit. After growing the Tampa business for almost three years, Mr. McCann became President of Harper Limbach. His duties included all aspects of the Company’s construction operations, with primary responsibilities including oversight of risk management, sharing of best practices, and development of operational talent. Mr. McCann has a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute and a Master of Business Administration degree from Drexel University.

We believe Mr. McCann’s qualifications to serve on our Board include: his unique perspective and understanding of the Company’s business, culture and history; his critical insights into the Company’s operations, strategy and competition; his strong entrepreneurial skills, as well as marketing, strategic and operational expertise and his in-depth knowledge of and key relationships in the construction industry.

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.

Executive Officers

Our current executive officers are as follows:


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Name

Age

Title

Michael M. McCann

President, Chief Executive Officer and Director

Jayme L. Brooks

Executive Vice President and Chief Financial Officer

Jay A. Sharp

Executive Vice President, Sales

Nicholas S. Angerosa

Executive Vice President, National Customer Solutions

The following is biographical information of our executive officers:

Michael M. McCann. Information concerning Mr. McCann is set forth above under “Directors and Executive Officers.”

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

Jay A. Sharp. Mr. Sharp has served as the Company’s Executive Vice President, Sales since January 2026. Prior to this appointment, Mr. Sharp served as the Regional President of the Northeast and Midwest regions of the Company since January 2025. Previously, Mr. Sharp served as the President of the following entities: Limbach Company LLC, Limbach Company LP, Jake Marshall, LLC and Limbach Facility & Project Solutions LLC since January 2023. Prior to his appointment as President to certain of the Company’s entities, Mr. Sharp served as the Company’s Executive Vice President, Regional Manager since March 2020, in which he had oversight for the Midwest region of the Company. Mr. Sharp also ran the Company’s Ohio business unit from August 2005 to March 2020 and served in various capacities at Limbach from 1990 to 2006. Mr. Sharp received his bachelor’s degree in 1988 from Messiah College through a partnership with Temple University in Philadelphia PA, and completed Columbia University’s Senior Executive Management program in 2013. Mr. Sharp has played an active role in the construction industry serving on the Board of Directors of MCACO and has been a Labor Management Trustee for Local 24 from 2011 through 2021.

Nicholas S. Angerosa. Mr. Angerosa has served as the Company’s Executive Vice President, National Customer Solutions since January 2026. Prior to his appointment, Mr. Angerosa served as the Regional President of the Southeast region of the Company since January 2025. Previously, Mr. Angerosa served as President of Harper Limbach since July 2020, which includes the following entities: Harper Limbach LLC and Harper Limbach Construction LLC. Prior to his appointment as President of Harper Limbach, Mr. Angerosa served as the Company’s Senior Vice President and Branch Manager from May 2018 to July 2020, in which he oversaw the Tampa business unit. Before joining Harper Limbach, Mr. Angerosa worked as a Project Manager and Division Manager with The Poole & Kent Company of Florida, a specialty mechanical and general contractor, from October 1996 to May 2012.


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Composition

The following information is provided regarding our directors as of April 22, 2026.

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Board Skills Matrix

The table below summarizes certain of the key experiences, qualifications, skills, and attributes that we believe our directors bring to the Board to enable effective oversight. This table is intended to provide a summary of skills and qualifications of our directors, shown as a percentage of our directors that bring such skills and qualifications to the Board, and is not a complete list of each director’s strengths or contributions to the Board. Additional details on each director’s experiences, qualifications, skills, and attributes are set forth in their biographies.

Director Independence

Pursuant to Nasdaq listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Consistent with this requirement, based on the review and recommendation of our Nominating and Corporate Governance Committee, our Board reviewed the relevant identified transactions or relationships between each of our directors, or any of their family members, and us, our senior management and our independent registered public accounting firm, and has affirmatively determined that each of Messrs. Horowitz, McNally, Gaboury and Dugan and Mmes. Krzeminski and Alvarado meets the standards of independence under the applicable Nasdaq listing standards. In making this determination, our Board found all of our directors (other than Mr. McCann, our President, Chief Executive Officer and Director) to be free of


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any relationships that would impair his or her individual exercise of independent judgment with regard to us. Our Board has also determined that each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (collectively referred to as the “Committees”) is independent under Nasdaq Rule 5605(a)(2).

Board Leadership Structure

Our Board believes it is important to maintain flexibility as to the Board’s leadership structure, but supports maintaining a non-management director in a leadership role at all times, whether as non-executive Chairman or Lead Director. Under our current structure, Mr. Horowitz, who was elected as the Chairperson of the Board effective as of the closing of the 2024 Annual Meeting, serves as non-executive Chairman and as such we do not have a Lead Director. As Chairman of our Board, Mr. Horowitz has the authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board.

We believe that separation of the positions of Chairman and President and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs and is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and our stockholders.

Role of the Board in Risk Oversight

Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from Committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

As it relates to cybersecurity risks, the Board as a whole is actively involved in oversight of the Company’s risk management framework and the Company’s cybersecurity risk management practices are strategically integrated into its broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration attempts to ensure that cybersecurity considerations are an integral part of decision-making processes throughout the Company. For more information regarding oversight of cybersecurity risks, see Item. 1C in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 2, 2026.

The Board has delegated to certain Committees oversight responsibility for those risks that are directly related to their respective areas of focus, as follows:

•Our Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management as it relates to risks that could impact the financial reporting of the Company, including our major financial risk exposures and financial risk management strategies, including the use of derivatives and the use of any hedging transactions related to credit agreements that the Company may enter into (e.g., interest rate hedges, swaps, interest rate collars or other similar means of the Company hedging interest rate risk) and risk oversight matters and the implications insurance matters may have on the Company’s financial position and/or financial statements.

•Our Compensation Committee, together with its independent compensation consultant, Compensation Advisory Partners (“CAP”), assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Company has reviewed its compensation policies and practices and has concluded that they are not reasonably likely to have a material adverse effect on the Company.

•Our Nominating and Corporate Governance Committee oversees corporate governance risks, including matters relating to the composition and organization of the Board and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.

Each of these Committees routinely reports to the Board on the management of these specific risk areas. To permit the Board and its Committees to perform their respective risk oversight roles, individual members of management who supervise the Company’s risk management report directly to the Board or the relevant Committee responsible for overseeing the management of specific risks, as applicable. For this purpose, management has a high degree of access and communication with the Board and its Committees.


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The Board believes that open and constructive communication between management and the Board is essential for effective risk management and oversight. Members of the Company’s senior management regularly attend Board and committee meetings and are available to address any questions or concerns raised on matters related to risk management. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.

Meetings of the Board

Our business, property and affairs are managed under the oversight of our Board. Members of our Board are kept informed of our business through discussions with our President and Chief Executive Officer and other officers and employees, by reviewing materials provided to them during visits to our offices and by participating in meetings of the Board and its committees.

The full Board held six meetings in 2025. The standing committees of the Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The charter for each of our standing Board committees is posted on our website at www.limbachinc.com under “Investors — Corporate Governance.” Each incumbent director attended 75% or more of the meetings of the full Board and the total number of meetings held by all Board committees on which they served during the period for which such persons were a member of our Board. Our Board is also encouraged to attend our Annual Meetings. Six of our current directors attended our 2025 Annual Meeting. Mr. Dugan did not attend any meetings of the Board in 2025 nor the 2025 Annual Meeting because he was appointed to the Board in January 2026.

The following table provides information on the Board’s three standing Committees and their current members.

Board Committee - Screenshot 2026-04-23 132939.jpg


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Below is a description of each Committee of our Board.

Audit Committee

Each member of the Audit Committee is financially literate and our Board has determined that Laurel J. Krzeminski qualifies as an “audit committee financial expert” as defined in the applicable SEC rules because she meets the requirements for past employment experience in finance or accounting, requisite professional certification in accounting or comparable experience. The responsibilities of our Audit Committee include, among other things:

•reviewing with management and the Company’s independent auditor the Company’s annual and quarterly financial statements and recommends to the Board whether such financial statements should be included in the Company’s periodic reports filed with the SEC;

•reviewing analyses prepared by management or the Company’s independent auditor concerning significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

•discussing with management major risk assessment and financial management risk policies that could impact the financial reporting of the Company, including with respect to assessment and management of data security and cybersecurity risks;

•reporting to the Board on the Audit Committee’s activities on a regular basis;

•monitoring the independence of the independent auditor;

•assuring the regular rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit required by law;

•exercising oversight of related-party transactions;

•pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

•appointing or replacing (subject to stockholder ratification, if deemed advisable by the Board) the independent auditor;

•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters; and

•performing such other activities consistent with the Audit Committee Charter, the Company’s Certificate of Incorporation and governing law as the Audit Committee deems necessary or as the Board may direct.

There were seven meetings of the Audit Committee in 2025 and the Audit Committee’s incumbent members attended 75% or more of the meetings of the Audit Committee during 2025.

Compensation Committee

The Compensation Committee is responsible for overseeing matters relating to compensation of our CEO and other executive officers and employees, including the administration of incentive-based and equity-based compensation plans. The functions of our Compensation Committee include, among other things:

•reviewing and advising the Board regarding our compensation philosophies and policies;

•reviewing and approving the performance measures and the performance goals for senior leadership team members (the “SLT”) who participate in our compensation plans and review the performance results under such measures and goals;

•determining and approving the compensation (including but not limited to salary, bonus, incentive compensation, equity awards, benefits and perquisites) of the CEO as required by the Nasdaq rules and the other SLT members;

•reviewing and making recommendations to the Board regarding non-employee director compensation;

•making recommendations to the Board regarding the establishment and terms of the Company’s incentive compensation plans and administering such plans;


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•approving grants of equity awards to all SLT members and directors under the Company’s equity compensation plans;

•approving grants of equity awards to all other eligible individuals under the Company’s equity compensation plans, subject to and in accordance with the terms of such plans and such procedures or guidelines with respect to the grant of equity awards as may be adopted from time to time by the Board;

•reviewing and approving compensation-related matters outside the ordinary course, including, but not limited to, as it relates to the SLT’s employment agreements, severance or change-in-control plans or arrangements, similar such arrangements and all material amendments thereto;

•monitoring and assessing risks associated with the Company’s compensation policies and consult with management regarding such risks;

•reporting to the Board on the Compensation Committee’s activities on a regular basis;

•reviewing and discussing the Compensation Discussion and Analysis (the “CD&A”) of our proxy statements and annual reports on Form 10-K by the rules and regulations of the SEC with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included;

•monitoring our compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits;

•overseeing our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the Nasdaq rules that, with limited exceptions, stockholders approve equity compensation plans;

•Assessing the results of the Company’s advisory votes on executive compensation as the Compensation Committee determines appropriate;

•if required, producing the annual Compensation Committee Report for inclusion in our proxy statement in compliance with the rules and regulations promulgated by the SEC;

•administering any clawback policy of the Company related to compensation clawbacks, including any such policy designed to comply with Section 10D of the Exchange Act and any other related policies;

•periodically reviewing, as necessary, advisable or appropriate, policies or procedures regarding the clawback or recoupment of incentive compensation that applies to the SLT. The Compensation Committee also has the authority to act on any clawback policy or similar right of the Company regardless of where such right is contained where the Compensation Committee has specifically been designated from time to time as having such authority;

•coordinating and working with the Nominating and Corporate Governance Committee of the Board to implement compensation matters and compensation changes that support and align with the human capital management strategies, initiatives and actions as have been overseen by the Nominating and Corporate Governance Committee or the Board; and

•performing such other activities consistent with the Compensation Committee Charter, the Company’s Certificate of Incorporation and governing law as the Compensation Committee deems necessary or as the Board may direct.

There were five meetings of the Compensation Committee in 2025 and its incumbent members attended 75% or more of the meetings of the Compensation Committee during 2025.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board and to assist the Board in developing and ensuring compliance with the Company’s foundational and corporate governance documents. The functions of our Nominating and Corporate Governance Committee include, among other things:

•identifying, selecting candidates and recommending to the Board individuals qualified and suitable to serve as directors of the Company;

•making recommendations regarding the size, structure and composition of the Board and its Committees;


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•overseeing, reviewing and periodically recommending matters concerning the Company’s corporate governance policies and stockholder engagement;

•reporting to the Board on the Nominating and Corporate Governance Committee’s activities on a regular basis;

•reviewing our policies and programs concerning corporate social responsibility, including any policies related to environmental, social and corporate governance;

•providing Board oversight on our human capital management;

•overseeing the Board evaluation process; and

•performing such other activities consistent with the Nominating and Corporate Governance Committee Charter, the Company’s Certificate of Incorporation and governing law as the Nominating and Corporate Governance Committee deems necessary or as the Board may direct.

There were four meetings of the Nominating and Corporate Governance Committee in 2025 and its incumbent members attended 75% or more of the meetings of the Nominating and Corporate Governance Committee during 2025.

Board Retirement Policy

In April 2026 the Board adopted the Board Retirement Policy that is applicable to its current and future non-employee directors. The Board adopted this policy because it highly values having appropriate measures in place in order to support board refreshment and good governance practices. These actions were undertaken by the Board voluntarily after carefully considering the potential benefits and limitations of adopting such measures.

In accordance with the Retirement Policy and except as set forth in the Retirement Policy, each non-employee director is required to retire from the Board at the first annual meeting of stockholders following the date on which such director attains the age of 75 (the “Retirement Age”). Except as permitted by the Retirement Policy through an applicable exception, no person is permitted to be nominated, re-nominated and/or appointed by the Board to serve as a non-employee director after he or she has passed the Retirement Age.

Under the Retirement Policy, a non-employee director who has not yet attained the age of 75 as of the date of an annual meeting of stockholders shall be eligible to be nominated or re-nominated to stand for election and re-election at such meeting, even if such director will attain the age of 75 during the term for which he or she is elected.

As part of the Retirement Policy, as a condition to nomination, appointment and/or election (or re-election) to the Board, each non-employee director has agreed that, upon attaining the age of 75, such a director will promptly tender to the Board his or her irrevocable resignation from the Board, effective immediately at the first annual meeting of stockholders following the date on which such director attained the age of 75 (the “Next Annual Meeting”). At the request of the Board, the Nominating and Corporate Governance Committee and/or Chairman of the Board, any such non-employee director attaining Retirement Age has agreed to provide such resignation to the Chairman of the Board where it will be held in escrow by the Company until the Next Annual Meeting.

The Retirement Policy is administered by the Board, which shall have authority to amend, interpret and apply the Retirement Policy in a manner consistent with its purpose. The Board may approve (via a majority vote of the Board in accordance with the Company’s Amended and Restated By-Laws, as then amended with the non-employee director subject to any exception recusing him or herself) exceptions to the Retirement Policy in circumstances where it determines that continued service by a director beyond the Retirement Age is in the best interests of the Company and its stockholders. Any such exception will be made after careful evaluation of skills-based refreshment and or board composition planning in general. The Retirement Policy also requires that individual non-employee directors shall, from time to time and without further consideration, execute and deliver such documents (including resignations) and take such further actions as may be reasonably necessary or advisable to give full effect to the Retirement Policy and to carry out its purposes and intent.

Director Nominations

The Board has delegated to the Nominating and Corporate Governance Committee the responsibility of identifying, screening and recommending candidates to the Board. Potential candidates are interviewed by the Chairman and Chief Executive Officer and the Chair of the Nominating and Corporate Governance Committee prior to their nomination and may be interviewed by other directors and members of senior management. The Nominating and Corporate Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, add an additional


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member, or recommend a slate of candidates to the Board for nomination for election to the Board. The selection process for candidates is intended to be flexible, and the Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach. The general criteria the Nominating and Corporate Governance Committee considers important in evaluating director candidates are: (i) senior-level management and decision-making experience; (ii) a reputation for integrity and abiding by exemplary standards of business and professional conduct; (iii) ability to devote time and attention necessary to fulfill the duties and responsibilities of a director; (iv) a record of accomplishment in their respective fields, with leadership experience in a corporation or other complex organization, including government, educational and military institutions; (v) independence and the ability to represent all of the Company’s stockholders; (vi) compliance with legal and Nasdaq listing requirements; (vii) sound business judgment; (viii) candor; (ix) judgment, skills, geography and other measures to ensure that the Board as a whole reflects a range of viewpoints, backgrounds, skills, experience and expertise; and (x) the needs of the Board among others. While considering the preceding criteria, the Nominating and Corporate Governance Committee seeks to have a Board that reflects a variety of backgrounds, educational experiences, business experiences, genders, races, ethnicities, cultures, skills, business relationships and associations and other factors that will contribute to the Board’s governance of the Company, and considers these attributes when assessing the composition of the Board.

The Nominating and Corporate Governance Committee will consider candidates proposed by stockholders to be potential director nominees. Stockholders wishing to nominate a candidate for consideration by the Nominating and Corporate Governance Committee as a director nominee should provide the name of any recommended candidate, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of Company stock to the attention of the Executive Vice President – Legal & Risk Management of the Company at 5102 W Laurel Street, Suite 700, Tampa, FL 33607, and otherwise follow the Company’s nominating process summarized above under “Questions and Answers about these Proxy Materials and Voting — When are stockholder proposals and director nominations due for next year’s annual meeting?” and more fully described in the Company’s Amended and Restated Bylaws. The Nominating and Corporate Governance Committee’s policy is to evaluate director nominees proposed by stockholders in the same manner that all other director nominees are evaluated.

The Company may, in the future, pay a third-party a fee to assist it in the process of identifying and/or evaluating director candidates.

Securityholder Communications with the Board

Securityholders who wish to communicate with the Board or an individual director, may send a written communication to the Board or such director addressed to our Executive Vice President – Legal & Risk Management at 5102 W Laurel Street, Suite 700, Tampa, FL 33607. Each communication must set forth:

•the name and address of the securityholder on whose behalf the communication is sent; and

•the number of our shares that are owned beneficially by such securityholder as of the date of the communication.

Each communication will be reviewed by our Executive Vice President – Legal & Risk Management to determine whether it is appropriate for presentation to the Board or such director. Examples of inappropriate communications include advertisements, solicitations or hostile communications. Communications determined by our Executive Vice President – Legal & Risk Management to be appropriate for presentation to the Board or such director will be submitted to the Board Chairman, the Board or such director on a periodic basis.

Code of Conduct and Ethics

We have adopted a code of conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of conduct and ethics is available on our website at www.limbachinc.com under “Investors — Corporate Governance.”

Insider Trading Policy

Our Board has adopted an insider trading policy governing the purchase, sale, and other transactions in our securities by our directors, officers, employees and certain other covered persons. We believe our insider trading policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards.


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Employee, Officer and Director Hedging

As part of our insider trading policy, we have certain anti-hedging prohibitions for our officers and directors which prohibits these individuals from engaging in transactions (including, without limitation, prepaid variable forward contracts, equity swaps, collars, units of exchange funds, and other derivatives) that are designed to hedge or offset, or that may reasonably be expected to have the effect of hedging or offsetting, a decrease in the market value of our securities. To our knowledge, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

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.

Cash Compensation


Role	2025 Annual Cash Compensation
All Non-Employee Directors	$	60,000
Chair of the Board	$	50,000
Committee Chairs
Audit	$	40,000
Nominating and Corporate Governance	$	20,000
Compensation	$	20,000

In addition to the annual cash compensation, non-employee directors are eligible to be reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at Board and Committee meetings. Directors receive no additional compensation for Board or Committee meeting attendance. Members of our Board who are also our employees do not receive compensation for their services as directors.

Equity Compensation

Our non-employee directors are also eligible to receive equity-based awards as compensation for their services as directors. Our current non-employee director RSU awards are pro-rated based on the date the director is either elected or appointed to the board. In January 2025, each of our non-employee directors received equity-based awards as compensation for their services as directors in the form of RSU grants based on a value of $85,000 worth of our common stock. These RSUs are subject to service-based vesting that generally vest on a one-year cliff from the date of grant.

The table below provides summary information concerning compensation paid or accrued by us to or on behalf of our non-executive directors for services rendered for the fiscal year ended December 31, 2025.


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


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(1) As required by SEC rules, amounts shown present the aggregate grant date fair value of RSU awards granted to our non-employee directors during 2025, calculated in accordance with FASB ASC Topic 718. The grant date fair value was based on the closing price of our common stock, as reported on Nasdaq, on the date of grant, which was $85.54 per share of common stock on January 1, 2025.

(2) The number of shares granted to our non-employee directors during 2025 was based on a 10-day VWAP of our common stock of $88.93, which was calculated as the average closing trading price of our common stock over the 10 consecutive trading days ending with the trading two days immediately preceding the grant date.

(3) As of December 31, 2025, our non-employee directors held unvested service-based RSUs (in shares of common stock) as follows: Mr. Horowitz: 956; Ms. Krzeminski: 956; Mr. McNally: 956; Ms. Alvarado: 956 and Mr. Gaboury: 956.

(4) Mr. Pratt’s term ended at the close of the 2025 Annual Meeting, when he retired from the Board. The amounts reported above are pro-rated to reflect his service during 2025. His January 1, 2025 stock award was forfeited upon his retirement.

Stock Ownership Guidelines - Non-Employee Directors

The Board has established stock ownership guidelines for our non-employee directors to reinforce the importance of aligning the interests of our directors and stockholders. The guidelines for non-employee directors generally require directors to meet an equity ownership level with a value equal to or greater than three times their annual cash compensation, excluding cash compensation received for serving as either the Chair of the Board or as a Committee chair. Non-employee directors have five years (effective beginning after the date the guidelines were approved (December 7, 2023) or after joining the Board as a new member) to achieve the required stock ownership guidelines. This description of the stock ownership guidelines is qualified by their entirety by the stock ownership guidelines themselves.

The following table sets forth each non-employee director’s ownership as of December 31, 2025 (the compliance date under the stock ownership guidelines) for stock ownership guidelines purposes:

Name(1)

Stock Ownership(2)

(#)

Value of Stock Ownership(3)

($)

Ownership Guideline

Current Ownership Multiple

Joshua S. Horowitz

42,785

3,827,311

3.0x

63.8x

Laurel J. Krzeminski

36,452

3,260,796

3.0x

54.3x

Michael F. McNally

59,379

5,311,719

3.0x

88.5x

Linda G. Alvarado

30,160

2,697,948

3.0x

45.0x

David R. Gaboury

5,253

469,905

3.0x

7.8x

(1) Mr. Dugan was appointed to the Board in January 2026 and is therefore not included in the table above, which reflects ownership as of December 31, 2025.

(2) In accordance with the Company’s stock ownership guidelines for its non-employee directors, the measurement of stock ownership is based on shares directly owned, shares beneficially owned by an immediate family member, shares owned by a revocable trust of which the non-employee director is a trustee, shares irrevocably gifted by a non-employee director to a family trust, and any unvested service-based RSUs. As such, the numbers of equivalent shares in this column may differ from owned shares for SEC reporting purposes.

(3) The amounts in this column were calculated in accordance with the stock ownership guidelines by multiplying the holdings in the Stock Ownership column by the average closing price of our common stock over the 90-day trading period prior to December 31, 2025.


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COMPENSATION, DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides:

•an overview and analysis of the Company’s executive compensation program;

•the material decisions made with respect to 2025 compensation for the named executive officers (“NEOs”) (as determined pursuant to the SEC’s disclosure requirements for executive compensation in Item 402 of Regulation S-K); and

•the material factors considered in making those decisions.

The CD&A focuses on the compensation paid or awarded to our NEOs unless noted otherwise.

Named Executive Officers

Our NEOs for 2025 were as follows:

Name

Title

Michael M. McCann

President, Chief Executive Officer and Director

Jayme L. Brooks

Executive Vice President and Chief Financial Officer

Jay A. Sharp(1)

Executive Vice President, Sales

Nicholas S. Angerosa(2)

Executive Vice President, National Customer Solutions

(1) Effective January 2026, Mr. Sharp serves as the Company’s Executive Vice President, Sales.

(2) Effective January 2026, Mr. Angerosa serves as the Company’s Executive Vice President, National Customer Solutions.

The Board has delegated to the Compensation Committee the duty of designing and overseeing the Company’s executive compensation program. The Compensation Committee is comprised entirely of independent (pursuant to Nasdaq and SEC rules, and the Company’s own Independence Guidelines) members of the Board.

The Company’s executive compensation program is designed to:

•provide competitive total compensation consistent with job scope, experience, and related skills;

•link bonus opportunities to the Company’s performance;

•grant equity compensation at competitive levels, a significant portion of which is performance-based;

•avoid unnecessary and imprudent risks; and

•attract and motivate talented executive officers and minimize turnover of senior-level Company employees, which the Company believes contributes to the stability and continuity of senior leadership.

2025 Company Performance

The Company is a building systems solutions firm that designs, delivers, and maintains mechanical (heating, ventilation, and air conditioning), electrical, plumbing, and controls (“MEPC”) systems. The Company partners with building owners and operators of mission-critical facilities across healthcare, industrial and manufacturing, data centers, life sciences, higher education, and cultural and entertainment markets. With approximately 1,500 employees across 21 offices throughout the Eastern and Midwestern regions of the United States, the Company strives to be an indispensable partner by combining its national capabilities with strong local execution and talent to deliver proactive, safe, and reliable solutions for complex facilities. Operating on a connected platform, the Company integrates engineering expertise with field execution to provide customized MEPC infrastructure solutions that address both operational and capital project needs, optimizing performance, enhancing reliability, and ensuring long-term safety.

We operate in two segments, (i) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on MEPC systems, and specialty contracting projects to existing buildings


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direct to, or assigned by, building owners or operators, and (ii) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily MEPC systems awarded to the Company by general contractors or construction managers. The Company's work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.

Our full-year 2025 highlights included the following:*

•Produced record annual revenue of $646.8 million and a record annual gross profit of $169.3 million.

•Increased our revenue generated from the ODR segment by 40.6% (versus 2024), achieving our previously announced 2025 ODR segment revenue target of 70% - 80% of total consolidated revenue at 75.1%.

•Record full-year net income of $39.1 million, or $3.23 per diluted share, compared to $30.9 million, or $2.57 per diluted share.

•Record full-year Adjusted EBITDA of $81.8 million, up 28.4% from $63.7 million.**

•Generated $45.7 million of net cash provided by operating activities.

•Successfully completed the acquisition of Pioneer Power, LLC.

* A full discussion of our fourth quarter and full-year 2025 results, as well as a discussion of non-GAAP components, can be found in our earnings press release filed on Form 8-K with the SEC on March 3, 2026.

** See the description of the non-GAAP financial measures and reconciliation of the non-GAAP financial measures to the most comparable GAAP measures in the tables included in Annex A.

Pay For Performance

We design our executive compensation programs to reward our executive officers for their contributions to both our short- and long-term performance and to remain competitive with programs offered by companies with which we compete for executive talent. We believe that a significant portion of our NEOs’ compensation should be directly linked to performance. Accordingly, a substantial portion of total compensation is variable and at risk, with payouts under our short-term incentive program tied to Company financial performance, and payouts under our long-term incentive program tied to relative total shareholder return (“TSR”) performance vs. the Russell 2000 Index.

Say on Pay

At our 2025 Annual Meeting, approximately 97% of the votes represented and entitled to vote on the Say on Pay proposal voted in support of an advisory resolution regarding the compensation of our NEOs. These results demonstrated strong stockholder support for our overall executive compensation program. The Compensation Committee considered this vote and determined that our current practices and processes did not require any current significant modifications to address stockholder concerns. The Compensation Committee will continue to consider the outcome of these annual advisory votes when considering future executive compensation arrangements.

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:

SEC Form DEF 14A filed by Limbach Holdings Inc.