Joshua Horowitz
About Joshua S. Horowitz
Joshua S. Horowitz, 47, is a non‑employee director and non‑executive Chairman of the Board at Limbach Holdings, Inc., serving as director since March 2020 and elected Chair effective June 2024. He is a professional investor and portfolio manager at Palm Management (US) LLC, with prior roles at Berggruen Holdings and Crossway Partners. He holds a B.S. in Management, magna cum laude, from Binghamton University, studied at Bath School of Management (UK), and earned the NACD CERT Certificate in Cyber‑Risk Oversight (Carnegie Mellon) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Birner Dental Management Services, Inc. (OTC: BDMS) | Interim Chairman | Jun 2018 – Jan 2019 | Led board through sale to Mid Atlantic Dental Partners |
| 1347 Capital Corp. (Nasdaq: TFSC) | Director | Jul 2014 – Jul 2016 | SPAC board experience |
| 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) | Director | Apr 2015 – Apr 2018 | Insurance governance |
| Lincoln General Insurance Company (private) | Director | Oct 2011 – Sep 2015 | Board service at private insurer |
External Roles
| Organization | Role | Since |
|---|---|---|
| BK Technologies Corporation (NYSE: BKTI) | Chairman of the Board | Dec 2023 |
| Barnwell Industries (NYSE: BRN) | Director | — (current) |
| NeuroMetrix (Nasdaq: NURO) | Director | — (current) |
| Kingsway Financial Services Inc. (NYSE: KFS) | Director | Mar 2025 |
Board Governance
- Independence: The Board determined Horowitz is independent under Nasdaq standards; all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent under Nasdaq Rule 5605(a)(2) .
- Leadership: Non‑executive Chairman with authority to call and preside over meetings, set agendas, and determine materials distributed to the Board .
- Attendance: In 2024, the Board met 8 times; each incumbent director attended at least 75% of Board and committee meetings on which they served .
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Laurel J. Krzeminski | Krzeminski; Horowitz; Linda G. Alvarado | 7; incumbents ≥75% attendance |
| Compensation | Michael F. McNally | McNally; Horowitz; David R. Gaboury; Gordon G. Pratt | 5; incumbents ≥75% attendance |
| Nominating & Corporate Governance | Linda G. Alvarado | Chair disclosed; membership not detailed | 5; incumbents ≥75% attendance |
Risk oversight: Committees oversee financial reporting, compensation risk (with CAP consultant), and governance/human capital; cybersecurity oversight integrated at Board level .
Fixed Compensation
| Component | Amount/Terms | 2024 Horowitz Actual |
|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 | — |
| Chair of the Board fee | $50,000 (pro‑rated upon appointment) | — |
| Committee chair fees | Audit $40,000; Comp $20,000; Nominating $20,000 (only for chairs) | — |
| 2024 fees earned (Horowitz) | — | $105,467 (pro‑rated for chair service from June 2024) |
| Reimbursements | Travel/out‑of‑pocket expenses; no meeting fees | — |
Performance Compensation
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Jan 1, 2024 | $85,000 value RSUs; grant-date fair value $87,030 | One‑year cliff from grant date | Shares determined using 10‑day VWAP of $44.41; closing price $45.47 used for fair value |
| Unvested RSUs (as of Dec 31, 2024) | — | 1,914 (Horowitz) | — | — |
Performance metrics: Non‑employee director equity awards are service‑based; no disclosed performance targets apply to director RSUs .
Other Directorships & Interlocks
- Current public boards: BKTI (Chair), BRN, NURO, KFS .
- Related person transactions: Company policy requires Nominating & Corporate Governance Committee review for transactions >$100,000; Company disclosed no related person transactions in 2024 or 2023 .
- Potential interlocks: None disclosed involving LMB’s competitors, suppliers, or customers .
Expertise & Qualifications
- Investment management, corporate strategy, governance, board-level consensus building, investor communications; extensive public and private company board experience .
- NACD CERT in Cyber‑Risk Oversight; supports Board’s cybersecurity risk oversight framework .
Equity Ownership
| Measure | Amount | Methodology/Status |
|---|---|---|
| Director stock ownership (for guideline compliance) | 41,829 shares (equivalents) | Includes direct/beneficial holdings and unvested service‑based RSUs per guidelines |
| Value of stock ownership (guideline) | $3,703,880 | 90‑day average closing price methodology |
| Ownership guideline | 3.0x annual cash compensation (excluding chair/committee fees) | Compliance multiple: 61.7x (meets/exceeds) |
| Unvested service‑based RSUs | 1,914 | One‑year cliff vesting from grant |
| Anti‑hedging/pledging | Officers/directors prohibited from hedging; no pledges or arrangements that may lead to change in control disclosed |
Shares outstanding were 11,624,639 as of April 17, 2025 ; Horowitz’s guideline‑based holdings (41,829) equate to approximately 0.36% of outstanding shares (derived from cited figures) .
Insider Trades (Form 4)
| Date | Holder/Capacity | Transaction | Shares | Price/Range | Source |
|---|---|---|---|---|---|
| Mar 14, 2025 | Palm Global Small Cap Master Fund LP (indirect); Horowitz may be deemed beneficial owner (disclaims except to pecuniary interest) | Open‑market sale (weighted avg) | — | $75.20–$75.78 per share | |
| Sep 10, 2024 | Horowitz (Director) | Open‑market sale | 1,000 | ~$65.03 per share; total $65,030 |
Footnote (SEC): Palm Management (US) LLC, as investment manager of Palm Global, and Horowitz (portfolio manager/special limited partner) may be deemed beneficial owners; they expressly disclaim beneficial ownership except to the extent of pecuniary interest .
Governance Assessment
- Board effectiveness: Horowitz’s role as independent, non‑executive Chair separates leadership from management, supports objective oversight, and gives strong agenda control and Board process leadership .
- Committees and engagement: Active roles on Audit and Compensation Committees; Audit membership with a designated financial expert; Compensation Committee uses independent consultant CAP and maintains clawback and risk controls; incumbents met attendance thresholds .
- Alignment and incentives: High ownership relative to guidelines (61.7x), annual RSUs for directors with service vesting, and anti‑hedging rules enhance alignment with shareholders .
- Shareholder signals: Strong say‑on‑pay support (~96% in 2024) indicates investor approval of compensation governance .
- Conflicts and related parties: Despite Horowitz’s affiliation with Palm funds, the Board affirmed independence; related party transaction policy robust, and no related person transactions reported in 2024/2023; continued Form 4 transparency and beneficial ownership disclaimers mitigate perceived conflicts .
RED FLAGS to monitor:
- Continued insider sales via Palm‑affiliated entities could be interpreted negatively if not accompanied by consistent long‑term ownership; track volumes and context over time .
- As non‑executive Chair with fund ties, ensure sustained adherence to related‑party policies and independence determinations; current filings show no related‑party transactions and independence affirmed .
Overall, Horowitz’s independence, committee engagement, high ownership alignment, and strong governance practices support investor confidence, with ongoing monitoring of insider trading activity prudent for assessing sentiment and alignment .
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