Michael McCann
About Michael McCann
Michael M. McCann, 43, is President & Chief Executive Officer of Limbach Holdings and a Director since March 2023. He previously served as EVP & COO (Nov 2019–Mar 2023) and Co-COO (effective Jan 2019), having joined Limbach in 2010 and later leading Harper Limbach after building the Tampa branch. He holds a B.S. in Mechanical Engineering (Worcester Polytechnic Institute) and an MBA (Drexel). 2024 performance drove above-target Adjusted EBITDA ($63.7m vs $52.0m target; 145.05% payout) and a $1.02m STI payout; 2022 PRSUs paid at 150% (49,408 shares, $3.41m value on 3/10/25), indicating strong execution against multi-year goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Limbach Holdings, Inc. | President & CEO; Director | 03/2023–Present | Led company to exceed 2024 Adjusted EBITDA target (145.05% of target) supporting above-target STI payout . |
| Limbach Holdings, Inc. | EVP & COO | 11/2019–03/2023 | Senior operating leadership prior to CEO appointment . |
| Limbach Holdings, Inc. | Co-COO | 01/2019–11/2019 | Transition role into COO . |
| Limbach/Harper Limbach (subsidiary) | VP & Branch Manager (Tampa); later President, Harper Limbach | From 2010; subsequent dates not disclosed | Grew Tampa unit ~3 years before becoming President of Harper Limbach; led construction operations, risk management, and talent development . |
External Roles
- No other public company board roles disclosed in bio .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 417,500 | 566,436 | 700,000 |
| All Other Compensation ($) | 24,200 (incl. $1,000/mo auto; 401(k) match) | 25,200 (incl. $1,000/mo auto; 401(k) match) | 25,800 (incl. $1,000/mo auto; 401(k) match) |
Notes:
- CEO target annual bonus: 100% of base salary in 2024 (STI target $700,000) .
- Perquisites include $1,000/month auto allowance and 401(k) match (2024: $13,800) .
Performance Compensation
Annual Short-Term Incentive (STI) – 2024
| Metric | Threshold | Target | Maximum | Actual | Payout as % of Target | Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000s) | 36,400 | 52,000 | 72,800 | 63,714 | 145.05% | 1,015,377 |
- CEO STI target percentage: 100% of salary (2024) .
Long-Term Incentives (LTI)
| Grant/Type | Grant Date | Target/Granted | Perf Range | Measurement/Vesting | Grant Date FV ($) | Key Terms |
|---|---|---|---|---|---|---|
| 2024 PRSUs | 01/01/2024 | 15,763 shs | 50–150% of target | 3-year period 1/1/2024–12/31/2026; payout per goals; gating factors apply | 716,744 | Performance-vesting; payout per Committee determination . |
| 2024 RSUs (service-based) | 01/01/2024 | 7,882 shs | N/A | Vest in 3 equal annual installments on 1/1/2025–2027, subject to service | 358,395 | Time-vesting RSUs. |
| 2022 PRSUs – Outcome | 03/30/2022 | 32,939 shs target | Paid at 150% | Performance period 1/1/2022–12/31/2024; settled Mar 2025 | Value at payout $3,405,199 (49,408 shs at $68.92 on 3/10/2025) | Demonstrates above-target multi-year performance. |
Plan mechanics:
- Potential LTI performance criteria include EBITDA (as adjusted), revenue, income, ROE/ROA, TSR, margin, cash flow, strategic milestones, etc. (plan menu) .
- Awards use gating factors to ensure minimum financial thresholds before vesting .
Equity Vesting/Realization – 2024
| Item | Quantity | Value |
|---|---|---|
| Shares vested (service and performance awards combined) | 46,497 | $2,248,667 |
| Net shares issued after withholding (FY2024) | 30,282 | N/A |
Equity Ownership & Alignment
Beneficial Ownership (as of April 17, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Michael M. McCann | 172,838 | 1.5% |
- Shares outstanding reference: 11,624,639 as of April 17, 2025 .
Stock Ownership Guidelines – Executives (as of Dec 31, 2024)
| Executive | Ownership Guideline | Shares Counted for Guideline (#) | Value for Guideline ($) | Current Multiple |
|---|---|---|---|---|
| CEO (McCann) | 3.0x base salary | 157,730 | 13,966,699 | 20.0x |
- Counting rules: includes service-based RSUs (vested/unvested), vested PRSUs, and directly/beneficially owned shares; excludes unearned PRSUs and unexercised options .
- Hedging/pledging: Company prohibits hedging and pledging by employees, officers, and directors; policy includes anti-hedging provisions .
Outstanding Unvested and Unearned Equity (as of Dec 31, 2024)
| Grant Date | Unvested Service RSUs (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 01/01/2022 | 5,490 | 469,615 | — | — |
| 03/30/2022 | — | — | 49,408 | 4,226,360 |
| 01/04/2023 | 9,398 | 803,905 | 42,288 | 3,617,316 |
| 01/17/2023 | 2,160 | 184,766 | 9,720 | 831,449 |
| 01/01/2024 | 7,882 | 674,226 | 15,763 | 1,348,367 |
Notes:
- Market values based on $85.54/share as of 12/31/2024 .
- Service RSUs vest in three equal installments beginning on the first anniversary of grant; PRSUs vest based on 3-year performance periods; 2023 PRSUs currently modeled at 150% presumed attainment; 2024 PRSUs modeled at 100% pending final certification .
Employment Terms
| Term | Key economics/terms |
|---|---|
| Employment basis | 2023 promotion letter; at-will; base salary and annual bonus eligibility (CEO STI target up to 100% of base); long-term equity under Omnibus Plan; $1,000/month auto allowance; expense reimbursement per policy . |
| Clawback | Executive officer clawback policy compliant with SEC/Nasdaq for erroneously awarded incentive comp post-restatement . |
| Hedging/Pledging | Prohibited for employees, officers, and directors . |
| Tax gross-ups | No excise tax gross-ups; 280G cutback if beneficial . |
| Say-on-Pay | Annual advisory vote conducted . |
Severance and Change-in-Control (CIC) Plan (effective Jan 1, 2025)
| Scenario | Cash Severance | COBRA Payment | Equity |
|---|---|---|---|
| Non-CIC termination (CEO) | 1x base salary + bonus amount (greater of prior-year actual or current-year target, prorated) | 12 months employee premium equivalent (lump-sum) | N/A |
| CIC termination (CEO) | 3x base salary + bonus amount | 36 months employee premium equivalent (lump-sum) | Vesting of time-based RSUs in full; PRSUs vest based on latest plan forecast (subject to plan) |
- CIC period: three months prior to and twelve months following a CIC .
- Double-trigger design: no single-trigger vesting in equity awards or CIC agreements (company policy) .
Potential Payments (as of Dec 31, 2024 illustration)
| Component | Non-CIC ($) | CIC ($) |
|---|---|---|
| Cash severance | 1,715,377 | 3,115,377 |
| Accelerated RSUs | — | 2,132,512 |
| Accelerated PRSUs | — | 10,023,492 |
| Benefits (COBRA) | — | — |
| Total | 1,715,377 | 15,271,381 |
Board Service & Governance
- Role: Director since March 2023; nominated to move from Class B to Class C director at the 2025 Annual Meeting to balance classified board seats .
- Independence: McCann is not independent (as CEO); all other named directors were deemed independent under Nasdaq in 2024 .
- Board leadership: Independent Chair (Joshua S. Horowitz) effective after 2024 Annual Meeting; Executive and Finance Committees disbanded thereafter to streamline oversight .
- Committee roles: McCann served on the Finance Committee in 2023 prior to its disbandment; no current committee assignments disclosed for him .
- Attendance: The full Board held eight meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings .
Dual-role implications:
- CEO + Director structure mitigated by independent Chair, independent Compensation Committee, anti-hedging/pledging, clawback, and double-trigger CIC design .
Performance & Track Record
| Indicator | Detail |
|---|---|
| 2024 operating performance | Adjusted EBITDA $63.7m vs $52.0m target (145.05% payout) . |
| Multi-year LTI outcome | 2022 PRSUs paid at 150% (49,408 shares; $3.41m value at $68.92 on 3/10/2025) . |
| SOX certifications | CEO executed Section 302/906 certifications for Q3 2025 10-Q (filed Nov 4, 2025) . |
Compensation Structure Analysis
- Mix shift and pay-for-performance: 2024 total comp $2.82m (Salary $0.70m; Stock Awards $1.08m; STI $1.02m), up from 2023 ($2.02m) and 2022 ($1.13m), with a larger equity and performance-linked component, consistent with pay-for-performance design and above-target results .
- Strong alignment mechanisms: 3x salary stock ownership guideline with 20.0x actual multiple; prohibition on hedging/pledging; clawback policy; no option repricing or single-trigger CIC .
- Governance: Independent Compensation Committee uses independent consultant (CAP) and regularly reviews peer group and risk; annual Say-on-Pay .
Risk Indicators & Red Flags
- Red flags mitigated: No hedging/pledging; no excise tax gross-ups; double-trigger CIC; equity awards subject to gates and performance certification; no pension/SERP .
- Potential selling pressure: Significant vesting/settlements occurred in 2024 (gross 46,497 shares; net 30,282 after withholding), and meaningful unvested RSUs/PRSUs remain with scheduled vesting and performance periods through 2026, which can create periodic liquidity events tied to vesting windows .
Employment Terms (Key Clauses Summary)
| Clause | Summary |
|---|---|
| Bonus determination | STI based on objective goals; for 2024, Adjusted EBITDA was the financial metric; Committee discretion applies; gating factors for LTI . |
| Noncompete/Non-solicit | Not disclosed in proxy . |
| Auto-renewal/term | At-will employment; promotion letter outlines compensation eligibility . |
Investment Implications
- Alignment and retention: Very high ownership (1.5% of common; 20.0x salary guideline multiple) and strict anti-hedging/pledging support investor alignment and reduce agency risk; robust clawback and double-trigger CIC terms further safeguard shareholders .
- Incentive design drives results: 2024 STI paid at 145% on EBITDA outperformance, and 2022 PRSUs paid at 150%, indicating management’s ability to meet/exceed financial goals; continued multi-year PRSU structures keep focus on longer-term value creation .
- Near-term supply from vesting is structured: Calendarized RSU/PRSU vesting and prior significant releases can create trading windows but are balanced by ownership requirements and prohibitions on hedging/pledging .
- Governance offsets dual role: Although CEO also serves as a Director, independent Chair, independent committees, and elimination of legacy committees improve oversight quality .