David Gaboury

About David R. Gaboury

Independent director since June 2024 (age 71). Former board chair, CEO and president of Terracon, where he scaled revenue from ~$75 million to ~$750 million; previously spent 15 years at Woodward‑Clyde Group, serving as COO and president of Woodward Clyde Consultants for the last five years. He holds a B.S. in Civil Engineering (UMass Amherst), M.S. in Civil Engineering (MIT), completed Harvard Business School’s Advanced Management Program, and is a licensed professional engineer. He was an Ernst & Young Entrepreneur of the Year award winner in 2013 .

Past Roles

Organization	Role	Tenure/Notes	Committees/Impact
Terracon	Board Chair, CEO, President; currently Chair Emeritus	Joined 1997; CEO from 2002; grew revenue ~$75m → ~$750m	Scaled operations; industry leadership recognition (EY EOY 2013)
Woodward Clyde Group Inc.	Various; COO and President of Woodward Clyde Consultants (last 5 years)	15 years prior to Terracon; senior operating leadership	Led consulting operations
Olathe Medical Center / Olathe Medical Services	Chair of the Board / Trustee Chair	Prior leadership roles (non-profit healthcare)	Governance leadership
Construction Industry Round Table	Board Member	Industry association role	Sector advocacy
ASFE/The Geoprofessional Business Association	President	Professional association leadership	Industry standards and practice leadership

External Roles

Organization	Public/Private	Role	Notes
Smith Seckman Reid, Inc.	Private	Lead Director	Engineering/consulting firm board leadership
RS&H, Inc.	Private	Board Chair	Architecture/engineering firm
Weston Solutions, Inc.	Private	Director	Environmental/engineering services
Hall’s Culligan	Private	Board Member	1,000‑person water distribution company
Terracon	Private	Chair Emeritus	Former Chair/CEO/President

No current public company directorships are disclosed for Mr. Gaboury .

Board Governance

Independence: Board affirmatively determined Mr. Gaboury is independent under Nasdaq rules; all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent .
Committee assignments: Member, Compensation Committee (not Chair) .
Board/committee activity and attendance:
- Full Board met 8 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; Mr. Gaboury attended the 2024 Annual Meeting as a guest prior to election .
- Audit Committee: 7 meetings in 2024; members — Chair: Laurel J. Krzeminski; members: Joshua S. Horowitz, Linda G. Alvarado .
- Compensation Committee: 5 meetings in 2024; Chair: Michael F. McNally; members: Joshua S. Horowitz, David R. Gaboury, Gordon G. Pratt .
- Nominating & Corporate Governance Committee: 5 meetings in 2024; Chair since 2024 Annual: Linda G. Alvarado .
Leadership structure: Non‑executive Chair (Joshua S. Horowitz); roles of Chair and CEO are separated .

Committee	Member?	Chair?	2024 Meetings
Audit	No	—	7
Compensation	Yes	No	5
Nominating & Corporate Governance	Not disclosed as member	—	5

Fixed Compensation (Director)

Standard program (2024): $60,000 annual cash retainer for all non‑employee directors; Chair of Board +$50,000; Committee chair fees — Audit $40,000, Compensation $20,000, Nominating & Corporate Governance $20,000; Finance Committee (disbanded after 2024 Annual) $40,000 prorated; no per‑meeting fees .

2024 Director Cash Compensation (Actual)	Amount ($)
Fees Earned or Paid in Cash (pro‑rated; joined June 2024)	32,967

Performance Compensation (Director)

Equity Award	Grant Date	Units/Shares	Grant‑Date Fair Value ($)	Vesting
RSUs (appointment grant)	June 13, 2024	826	49,362	One‑year cliff from grant; grant priced at $59.76 (close) ; unvested as of Dec 31, 2024

Program design: Non‑employee director RSUs are generally valued at $85,000 (granted Jan 1, 2024 for incumbents), pro‑rated for mid‑year appointments; service‑based vesting on a one‑year cliff; number of shares uses 10‑day VWAP for sizing .

No performance‑based equity or bonus metrics apply to director compensation; director equity is service‑based .

Other Directorships & Interlocks

Current public company directorships: None disclosed for Mr. Gaboury .
Compensation committee interlocks: Company discloses no interlocks or insider participation; no LMB executives serve on other companies’ compensation committees where a LMB director is an executive .
Related‑party transactions: None in fiscal 2023–2024; Audit Committee oversees related‑party transactions under policy .

Expertise & Qualifications

Deep engineering and construction services leadership; scaled Terracon materially over two decades .
Technical credentials: Licensed professional engineer; civil engineering degrees (UMass Amherst, MIT); Harvard AMP .
Board governance: Lead director/board chair experience at multiple engineering firms; association leadership roles .

Equity Ownership

Measure (as of Dec 31, 2024 unless noted)	Value
Beneficial ownership (Apr 17, 2025 record date)	2,897 shares; <1% outstanding
Stock ownership for guideline measurement	2,897 “ownership” shares; $256,524 value
Director stock ownership guideline	3.0x annual cash compensation; compliance window 5 years
Current ownership multiple vs guideline	4.3x (meets/exceeds guideline)
Unvested director RSUs outstanding	826 (appointment grant)
Hedging/pledging	Prohibited for officers/directors; no pledging allowed
Section 16 compliance	All required filings timely in 2024

Governance Assessment

Positives
- Independence affirmed; serves on an all‑independent Compensation Committee .
- Strong engagement indicators: Board met 8x; committees active; all incumbents met ≥75% attendance; he attended the 2024 Annual Meeting prior to election .
- Pay alignment: Director equity is service‑based; no performance gaming; robust anti‑hedging/anti‑pledging and clawback frameworks (Clawback applies to Section 16 officers; directors subject to hedging ban) .
- Ownership alignment: Exceeds director stock ownership guideline (4.3x vs 3.0x) within first year on board .
- No related‑party transactions disclosed in 2023–2024; Audit Committee oversight of related‑party transactions .
- Shareholder feedback: 96% support on Say‑on‑Pay in 2024 signals investor confidence in compensation governance .
Watch‑Items
- Multiple external directorships in engineering/services (SSOE/SSR, RS&H, Weston Solutions, Hall’s Culligan). While no related‑party transactions are disclosed, monitor for potential customer/supplier overlaps as LMB scales owner‑direct relationships and acquisitions .
- Committee influence: As a Compensation Committee member, he participates in executive pay setting; continued oversight of CAP consultant independence and peer group selection remains important for pay discipline .
Structural notes
- Board leadership separated (non‑executive Chair vs CEO), supporting independent oversight .
- Finance and Executive Committees disbanded; responsibilities reallocated to full Board and Audit Committee, which can streamline accountability for financial risk oversight .

Overall signal: Strong governance posture with clear independence, active committee work, conservative director pay design, and solid ownership alignment. No conflicts or red flags disclosed to date; continue monitoring for interlocks given external roles and for any related‑party emergence as LMB executes on growth strategy .