Jay Sharp

About Jay Sharp

Jay A. Sharp is Regional President, Northeast and Midwest, at Limbach Holdings (LMB). He has served in this role since January 2023, after leading the Midwest region as EVP Regional Manager (since March 2020) and Limbach’s Ohio business unit (2005–2020). He holds a bachelor’s degree (1988) via Messiah College/Temple University and completed Columbia University’s Senior Executive Management program (2013); age 59 as of the 2025 proxy . Company performance during his senior leadership tenure includes record 2024 Adjusted EBITDA of $63.7 million (+36.1% YoY), record net income of $30.9 million, and ODR segment revenue up 31.9% to $345.5 million; Company TSR value of a $100 investment rose to $693.76 by 2024, with strong pay-for-performance alignment emphasized in the proxy .

Past Roles

Organization	Role	Years	Strategic Impact
Limbach Holdings (Ohio BU)	Leader, Ohio business unit	2005–2020	Operated and grew regional business unit; prelude to regional leadership
Limbach Holdings	EVP, Regional Manager (Midwest oversight)	Mar 2020–Jan 2023	Oversaw Midwest operations; prepared transition to Regional President
Limbach Holdings	Various roles	1990–2006	Long-term operational experience across company functions

External Roles

Organization	Position	Years	Notes
MCACO Board of Directors	Board member	N/A disclosed	Active industry engagement
Local 24	Labor Management Trustee	2011–2021	Labor-management governance role

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	$446,000	$463,840 (+4.0%)	2023 reflects promotion letter; 2024 increase approved by Compensation Committee
Target Bonus (% of base)	60%	60%	STI capped at 180% of target; single metric (Adjusted EBITDA)
Automobile Allowance ($/mo)	$1,000	$1,000	Standard perquisite disclosed
401(k) Match ($)	$13,200	$13,800	Company employer match

Performance Compensation

Metric	Weighting	Threshold	Target	Maximum	Actual	Payout % of Target	STI Paid ($)
Adjusted EBITDA (FY24)	100%	$36.4m	$52.0m	$72.8m	$63.714m	145.05%	$403,691

LTI Type	Grant Date	Shares (Target)	Shares (Max)	Grant-Date Value ($)	Vesting / Performance
PRSU (FY24–FY26)	01/01/2024	5,571	8,356	$253,313	3-year performance; earn-out 50%-150% of target
RSU (time-based)	01/01/2024	2,786	N/A	$126,679	Vests in equal annual installments on 1/1/2025, 1/1/2026, 1/1/2027
PRSU (FY22–FY24)	03/30/2022	13,807 (target)	20,710 (earned at 150%)	$1,427,333 value at 3/10/2025	Settled March 10, 2025; payout based on 150% performance

2024 equity awards were sized at 80% of base salary for Sharp; grants were based on 10-day VWAP of $44.41 .

Multi‑Year Compensation Overview (NEO Summary)

Component	2023	2024
Salary ($)	$443,069	$463,840
Stock Awards ($)	$344,723	$379,993
Non‑Equity Incentive ($)	$409,370	$403,691
All Other Compensation ($)	$25,200	$25,800
Total ($)	$1,222,362	$1,273,324

Equity Ownership & Alignment

Stock Ownership Guidelines: 1x base salary for executives other than CEO; compliance measured on Dec 31, 2024 using 90‑day average price .
Anti‑hedging and anti‑pledging: Company prohibits hedging and pledging; “No hedging or pledging” policy affirmed in compensation philosophy .

Ownership Measure	Date	Value
Beneficial Ownership (shares)	Apr 17, 2025	68,683; <1% of outstanding (11,624,639 shares)
Stock Ownership (Guidelines count)	Dec 31, 2024	64,335 shares; $5,696,745 value; 12.3x current ownership multiple vs 1.0x guideline

Outstanding Equity Awards (as of Dec 31, 2024; market value at $85.54/sh):

Metric	01/01/2022	03/30/2022	01/04/2023	01/17/2023	01/01/2024
Unvested RSUs (#)	2,301	—	3,904	2,484	2,786
Unvested RSUs Market Value ($)	$196,828	—	$333,948	$212,481	$238,314
Unearned PRSUs (#)	—	20,710	17,569	11,178	5,571
Unearned PRSUs Market/Payout Value ($)	—	$1,771,533	$1,502,852	$956,166	$476,543

Vesting Schedules:

Time‑based RSUs vest in three equal annual tranches beginning 1 year post grant (e.g., 1/1/2024 grants vest on 1/1/2025, 1/1/2026, 1/1/2027) .
PRSUs have 3‑year performance periods (e.g., 2024 grants: 1/1/2024–12/31/2026; prior 2023 grants presumed 150% current achievement) .

Employment Terms

Promotion Letter (effective Jan 17, 2023): Base $446,000; target bonus up to 60%; $1,000/mo auto allowance; 2023 equity award grant‑date value $121,400 (1/3 RSU, 2/3 PRSU); severance of 12 months base salary plus health benefits; change‑in‑control (CIC) acceleration of unvested awards .
Executive Severance and CIC Plan (effective Jan 1, 2025): Non‑CIC severance equals 1x base salary plus bonus amount and 12 months COBRA; CIC severance equals 2x base plus bonus amount and 24 months COBRA for Senior Leadership Team, with pro‑rata and/or accelerated equity vesting per plan; offsets, clawbacks, 409A compliance included .
Double‑trigger standard: Company states it does not use single‑trigger vesting in CIC agreements or equity awards .

CIC / Severance Economics (maximum potential at 12/31/2024):

Scenario	Cash Severance ($)	Accelerated RSUs ($)	Accelerated PRSUs ($)	Benefits ($)	Total ($)
Non‑CIC Termination	$867,531	—	—	$24,807	$892,338
CIC Termination	$1,331,371	$981,572	$4,707,095	$49,614	$7,069,652

Restrictive Covenants:

New RSU/PSU forms (approved Jan 1, 2025) include non‑compete, non‑solicit, non‑disparagement; violation may lead to forfeiture and recovery; RSUs vest over 3 years with CIC treatment as outlined .

Clawbacks and Policies:

Clawback policy applies to NEOs; no excise tax gross‑ups; no repricing/backdating; no hedging or pledging allowed .

Performance & Track Record

Measure	2021	2022	2023	2024
Value of $100 Investment (Company TSR)	$72.99	$84.43	$368.78	$693.76
GAAP Net Income ($000s)	$6,714	$6,799	$20,754	$30,875
Adjusted EBITDA ($000s)	$23,276	$31,765	$46,801	$63,714

Highlights:

2024 records: net income $30.9m; adjusted EBITDA $63.7m; ODR revenue +31.9% to $345.5m; gross profit $144.3m; two acquisitions .
2022 PRSU cohort vested at 150% (earned 20,710 shares; $1,427,333 value at 3/10/2025) for Sharp, signaling strong performance vs targets .

Compensation Structure Analysis

Cash vs Equity Mix: 2024 total comp $1.27m with balanced STI ($403.7k) and LTI ($380.0k grant‑date value); similar composition to 2023 ($1.22m), indicating consistent at‑risk pay design .
Equity Vehicles: Continued emphasis on RSUs and PRSUs; no options disclosed; PRSUs carry 50%–150% earn‑out and are aligned to multi‑year performance .
Performance Metrics: STI solely tied to Company Adjusted EBITDA with calibrated payout curve; LTI PRSUs on multi‑year financial/relative TSR (new forms specify relative TSR) .
Governance Safeguards: Clawbacks, no hedging/pledging, no single‑trigger CIC, no tax gross‑ups; independent compensation consultant (CAP) supports committee .

Risk Indicators & Red Flags

Hedging/Pledging: Prohibited for employees, officers, directors; no known pledges that could lead to change in control .
Option Repricing: Prohibited .
CIC Acceleration: Double‑trigger; transparent severance multiples; large potential equity acceleration could create event‑driven incentives but mitigated by double‑trigger design .
Insider Selling Pressure: 2022 PRSUs settled 3/10/2025—watch for tax‑related sell‑to‑cover; time‑based RSUs vest annually each Jan 1 from 2025–2027, potential periodic liquidity events .

Equity Ownership & Alignment — Additional Details

Ownership Guidelines Compliance: Sharp at 12.3x multiple vs 1x guideline, counting direct, family, trust, and unvested time‑based RSUs (unearned PRSUs excluded), indicating high alignment and low guideline shortfall risk .
Beneficial Ownership: 68,683 shares (<1%); management group at 9.7% overall .

Employment Terms — Additional Details

Plan Administration: Severance plan is unfunded, governed by ERISA top‑hat provisions; amendments limited once CIC period begins; tax withholding and offsets apply .
Award Transfer Restrictions: Plan prohibits transfer/pledge of awards without consent; options (if granted) exercisable only by participant or legal representative .

Investment Implications

Alignment strong: 12.3x ownership multiple, anti‑hedging/pledging, and clawbacks support shareholder alignment and reduce agency risk .
Performance‑sensitive pay: STI fully tied to Adjusted EBITDA; PRSUs deliver 50%–150% over multi‑year windows; prior cohort paid at max (150%), evidencing disciplined targets that were exceeded .
Retention vs event risk: Standard non‑CIC severance (1x base+bonus) and robust CIC economics (2x base+bonus plus equity acceleration) provide retention but could amplify incentives around strategic transactions; double‑trigger mitigates windfall concerns .
Selling pressure calendar: Annual RSU vesting each Jan 1 (2025–2027) and March 2025 PRSU settlement suggest periodic liquidity needs (sell‑to‑cover), though hedging/pledging prohibitions constrain risk behaviors .
Execution track record: Company delivered record EBITDA and net income, with TSR outperformance vs prior years; continuation of these trends supports confidence in operational execution within Sharp’s regions and enterprise-wide oversight .