Jayme Brooks

About Jayme Brooks

Executive Vice President and Chief Financial Officer of Limbach Holdings since October 2019; previously EVP & CFO (Apr–Sep 2019), and CFO & Chief Accounting Officer (Apr 2015–Apr 2019) at Capstone Turbine; earlier Vice President & Controller at Computer Patent Annuities North America. Education: BA in Business Economics (UCSB) and MBA (Duke Fuqua); Certified Public Accountant (active, California) . Limbach’s incentive frameworks tie pay to Adjusted EBITDA and average Adjusted EBITDA margin, with gating factors and no single-trigger vesting, plus anti-hedging/anti-pledging and clawback policies, aligning compensation and shareholder outcomes .

Company performance (FY):

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	$496,782,000	$516,350,000	$518,781,000
EBITDA ($)	$22,453,000*	$39,257,000*	$54,282,000*

Values marked with * retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
Capstone Turbine Corporation	CFO & Chief Accounting Officer	Apr 2015–Apr 2019	Led finance, accounting, and reporting for a public clean-tech manufacturer
Capstone Turbine Corporation	EVP & CFO	Apr 2019–Sep 2019	Oversaw corporate finance during executive transition
Computer Patent Annuities North America LLC	Vice President & Controller	Not disclosed	Led IP management firm’s North America finance function

External Roles

No public company directorships or external board roles disclosed in the proxy for Ms. Brooks .

Fixed Compensation

Summary Compensation (NEO row for Jayme L. Brooks):

Component ($)	2022	2023	2024
Salary	$394,500	$455,648	$505,986
Bonus	$0	$0	$0
Stock Awards (grant-date fair value)	$254,250	$486,411	$518,085
Option Awards	$0	$0	$0
Non-Equity Incentive (annual cash bonus)	$248,382	$453,077	$477,069
All Other Compensation	$24,200	$25,200	$25,800
Total	$921,332	$1,420,336	$1,526,940

Perquisites include $1,000/month automobile allowance and 401(k) match ($12,200 in 2022; $13,200 in 2023; $13,800 in 2024) .

Performance Compensation

Short-Term Incentive (STI) – FY2024:

Metric: Company-wide Adjusted EBITDA; target $52,000k, threshold $36,400k, maximum $72,800k; Actual $63,714k; payout factor 145.05% .
Target bonus opportunity: 65% of base salary; plan threshold/target/max: 25%/100%/180% of STI .
Actual cash payout to Brooks: $477,069 for FY2024 .

Component	Metric	Weighting	Target	Actual	Payout ($)	Payout % of Target	Vesting/Timing
STI (FY2024)	Adjusted EBITDA	100% of STI	$52,000k	$63,714k	$477,069	145.05%	Cash paid for FY2024; no vesting

Long-Term Incentive (LTI) design:

Mix: Two-thirds performance-based RSUs (PRSUs), one-third service-based RSUs (RSUs) .
PRSU metric: average Adjusted EBITDA Margin percentage over three-year period; subject to gating thresholds; PRSUs vest at end of period (3 years) .
2024 grants: RSUs 3,798 (service-based); PRSUs target 7,596 (threshold 3,798; max 11,394); grant-date fair values $172,695 (RSU) and $345,390 (PRSU) . Awards based on 10-day VWAP of $44.41 .
Performance outcomes: 2022 PRSUs earned at 150% of target; for Brooks target 21,787, earned 32,680; value $2,252,306 at release (3/10/2025, close $68.92) . 2023 PRSUs presumed at 150% (subject to final determination); 2024 PRSUs reflected at 100% in outstanding table presentation context .

LTI Component	Grant Date	Metric	Weighting	Target	Actual/Presumed	Grant-Date FV ($)	Vesting
RSU (service-based)	1/1/2024	Service tenure	1/3 of LTI	3,798 sh	N/A	$172,695	1/1/2025, 1/1/2026, 1/1/2027 (ratable)
PRSU (performance)	1/1/2024	Avg Adjusted EBITDA Margin %	2/3 of LTI	7,596 sh	100% reflected in table	$345,390	End of 3-year period (to 12/31/2026)
PRSU (performance)	3/30/2022	Avg Adjusted EBITDA Margin %	2/3 of LTI	21,787 sh	32,680 sh (150%)	N/A	Vested Mar 2025; value $2,252,306 at $68.92
PRSU (performance)	1/4/2023; 7/1/2023	Avg Adjusted EBITDA Margin %	2/3 of LTI	39,958 sh; 877 sh	150% presumed (committee finalizes)	N/A	End of periods to 12/31/2025

Option awards: None granted; no option exercises in 2024 .

Stock vested in 2024:

Metric	2024
Shares vested (gross)	38,366
Value realized on vesting ($)	$1,859,749
Net shares issued after tax withholding	23,315

Equity Ownership & Alignment

Beneficial ownership (as of April 17, 2025):

126,613 shares (1.1% of outstanding); comprised of 122,102 held individually and 4,511 held by Brooks Family Trust (co-trustee) . Shares outstanding: 11,624,639 .

Stock ownership guidelines compliance (as of Dec 31, 2024):

Guideline: 1x base salary; Brooks ownership multiple: 20.6x; Stock Ownership “equivalent shares” count: 117,684; Value: $10,420,700 (90-day average price methodology) .

Anti-hedging/anti-pledging:

Company prohibits hedging and pledging by employees, officers, and directors; clawback policy applies to NEOs; “No single-trigger vesting” . Insider trading policy includes anti-hedging prohibitions and, to the Company’s knowledge, no pledge arrangements that might impact control . Section 16 reports were timely in 2024 .

Outstanding equity awards (as of Dec 31, 2024):

Grant Date	Unvested RSUs (#)	Market Value ($)	Unearned PRSUs (#)	Payout Value ($)
1/1/2022	3,631	$310,596	—	—
3/30/2022	—	—	32,680	$2,795,447
1/4/2023	8,880	$759,595	39,958	$3,418,007
7/1/2023	195	$16,680	877	$75,019
1/1/2024	3,798	$324,881	7,596	$649,762

Notes:

Market/payout values use $85.54/share at 12/31/2024 .
Service RSUs vest in three equal annual installments starting on first anniversary; for 1/1/2022 grants: vest on 1/1/2023, 1/1/2024, 1/1/2025; for 1/4/2023, 1/17/2023, 7/1/2023: vest on 1/1/2024, 1/1/2025, 1/1/2026; for 1/1/2024: vest on 1/1/2025, 1/1/2026, 1/1/2027 .
Performance-based awards: 2022 and 2023 grants currently reflect a 150% performance factor; 2024 reflects 100% in presentation, with gating thresholds in place .

Employment Terms

Offer letter (Sept 29, 2019):

Role: EVP & CFO; provides for base salary, target bonus (as % of base), long-term incentives under Omnibus Plan, $1,000/month auto allowance, and expense reimbursement; goals/milestones determined by Board/Comp Committee .

Executive Severance and Change in Control Plan (effective Jan 1, 2025):

Double-trigger design (no single-trigger vesting) .
Non-CIC severance: cash equal to 1x base salary plus prior-year actual bonus; 12 months COBRA for health plan enrollees .
CIC severance: cash equal to 2x base salary plus prior-year actual bonus; accelerate all unvested RSUs and PRSUs (PRSU factor 150% for 2022/2023; 100% for 2024) at $85.54/share; 24 months COBRA for health plan enrollees .

Jayme L. Brooks – severance economics (as of 12/31/2024):

Component	Non-CIC ($)	CIC ($)
Cash severance	$983,055	$1,489,041
Accelerated RSUs	—	$1,411,752
Accelerated PRSUs	—	$6,938,320
Benefits (COBRA)	$32,231	$64,461
Total	$1,015,286	$9,903,574

Governance protections:

Clawback policy for NEOs; no excise tax gross-ups; no repricing/backdating; no spring-loading; insider trading policy maintained .

Investment Implications

Pay-for-performance alignment: STI fully tied to Adjusted EBITDA; LTI majority PRSUs on multi-year average Adjusted EBITDA margin with gating; strong FY2024 STI payout (145%) reflects execution against EBITDA targets .
Retention risk vs. incentives: Significant CIC economics ($9.9M) and accelerated equity on double trigger could retain senior talent through strategic events; non-CIC severance is moderate (1x salary+bonus) .
Ownership alignment: High personal ownership (126,613 shares; 1.1%) and 20.6x salary compliance multiple; anti-hedging/anti-pledging reduces misalignment risk .
Supply/insider selling watch: Material vesting events—RSUs vest annually each Jan 1; PRSUs vest at performance confirmation (e.g., March windows). 2022 PRSUs released Mar 2025 at 150% and RSUs continue ratable vesting; monitor Form 4s around these dates for potential selling/tax withholding-related transactions .
Execution track record: Company revenues and EBITDA grew across FY2022–FY2024, supporting incentive payouts; continued emphasis on EBITDA and margin suggests focus on disciplined project selection and service mix. See performance table above. Revenues cited; EBITDA values retrieved from S&P Global.