Laurel Krzeminski

About Laurel J. Krzeminski

Independent director of Limbach Holdings since June 2018; age 70. Former CFO and EVP of Granite Construction (NYSE: GVA), with prior senior finance roles at Gillette and experience in public accounting. Recognized by LMB’s board as an Audit Committee Financial Expert; holds a B.S. in Business Administration-Accounting from San Diego State University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Granite Construction Incorporated (NYSE: GVA)	CFO; EVP; SVP; VP; Interim CFO; Corporate Controller	CFO Nov 2010–Jul 2018; EVP Dec 2015–Jul 2018; SVP Jan 2013–Dec 2015; VP Jul 2008–Dec 2012; Interim CFO Jun 2010–Oct 2010; Controller Jul 2008–May 2010	Led finance organization of a large U.S. construction firm; deep accounting and public company reporting expertise
The Gillette Company	Finance Director (Duracell & Braun NA), Director SOX 404 compliance, Director Corporate Financial Reporting	1993–2007	Designed compliance programs and financial reporting processes; operational finance leadership
Public Accounting (International Firm)	Auditor	Early career	Foundational audit/accounting experience

External Roles

Organization	Role	Tenure	Notes
Terracon Consultants, Inc.	Director	Current	Engineering/consulting firm; complements LMB’s mission-critical facility focus
Terracon (Board connection)	Chair Emeritus (David R. Gaboury)	Current	Another LMB director (Gaboury) is Terracon Chair Emeritus, creating an interlock

Board Governance

Committee assignments: Audit Committee Chair; members include Krzeminski (Chair), Joshua S. Horowitz, Linda G. Alvarado .
Independence: Board determined Krzeminski is independent under Nasdaq standards; all committee members are independent .
Attendance/engagement: Board met 8 times in 2024; Audit Committee met 7 times; each incumbent director attended at least 75% of Board and committee meetings during their service period .
Board leadership: Non-executive Chair; no Lead Director under current structure .
Risk oversight: Audit Committee oversees financial reporting risk, related-party transactions, and cybersecurity impacts on financial reporting .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (non-employee director)	$60,000	Applies to all non-employee directors
Audit Committee Chair fee	$40,000	Incremental to base retainer
Total fees earned (2024)	$100,000	Krzeminski specifically
Meeting fees	$0	No per-meeting fees; reimbursed for reasonable expenses

Performance Compensation

Grant Type	Grant Date	Shares/Units	Vesting	Grant Date Fair Value
RSUs (Director equity grant)	Jan 1, 2024	1,914 units	One-year cliff (service-based)	$87,030 (1,914 × $45.47)
RSU sizing methodology	Jan 1, 2024	$85,000 value baseline	Based on 10-day VWAP ($44.41) for share count; ASC 718 fair value uses close ($45.47)

No director performance-based equity; director RSUs are service-based only .
Clawbacks: Company maintains an executive compensation clawback policy and prohibits dividends on unvested awards (framework disclosed in CD&A) .

Other Directorships & Interlocks

Entity	Relationship	Interlock/Overlap	Potential Implication
Terracon Consultants, Inc.	Krzeminski is Director	Gaboury (LMB director) is Chair Emeritus of Terracon	Information flow benefits; monitor for any transactions (none disclosed)
Granite Construction	Krzeminski former CFO/EVP	McNally (LMB director) serves on Granite board and is independent chair	Industry network; no related transactions disclosed

Related party transactions: None for fiscal 2024 and 2023 .

Expertise & Qualifications

Recognized “Audit Committee Financial Expert” under SEC rules .
Senior public company finance leadership (CFO/EVP at Granite) with deep accounting, reporting, and compliance experience .
Industry domain knowledge in construction and engineered services; current board role at Terracon .
Education: B.S. in Business Administration-Accounting, San Diego State University .

Equity Ownership

Measure	Value
Beneficial ownership breakdown	3,500 shares individually; 1,500 shares jointly with spouse; 30,496 shares in Laurel J. Krzeminski Revocable Trust (co-trustee)
Stock ownership (for guidelines measurement)	35,496 equivalent shares
Value used for guidelines	$3,143,105 (90-day average price)
Director ownership guideline	≥3x annual cash compensation (excl. chair fees)
Current ownership multiple	52.4x (well above guideline)
Hedging/pledging	Prohibited for officers/directors under insider trading policy

Insider Trades

Date	Filing	Transaction	Details
Jan 1, 2025 (filed Jan 3, 2025)	Form 4	RSU grant	“Each RSU represents a contingent right to receive one share of Limbach Holdings, Inc.”
Dec 31, 2024	Unvested RSUs outstanding	1,914 RSUs	Director RSUs scheduled for one-year cliff vesting

Governance Assessment

Strengths and investor confidence signals:
- Independent director; audit chair with SEC-defined financial expert credentials—supports financial reporting quality and oversight .
- Strong engagement: audit committee met 7 times; board 8 times; minimum 75% attendance met .
- Alignment: very high ownership relative to guideline (52.4x), with anti-hedging/pledging policies in place .
- No related-party transactions in 2023–2024; robust related-person transaction policy with <$100k review threshold .
- High say-on-pay support (96% in 2024), indicating constructive shareholder relations and compensation governance .
Potential conflicts/interlocks:
- Terracon interlock with fellow LMB director (Gaboury). No transactions disclosed, but merits continued monitoring for potential related-party exposure or information asymmetries .
Compensation posture:
- Director pay mix is balanced (cash retainer plus modest service-based RSUs); no performance equity for directors—limits risk-taking incentives at board level .
RED FLAGS: None disclosed in proxy period (no related-party transactions; anti-hedging; attendance thresholds met; no excise tax gross-ups; no option repricing) .