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 .