Michael McNally

About Michael F. McNally

Michael F. McNally, age 70, has served as an independent director of Limbach Holdings, Inc. since September 2017. He is the former President and CEO of Skanska USA (2008–2014) and holds a B.S. in Civil Engineering (University of Notre Dame) and an MBA (University of Rhode Island). He is an NACD Board Leadership Fellow, NACD Director Certified, and holds the NACD CERT Certificate in Cyber-Security Oversight. He currently serves as the independent chair of the board of Granite Construction Incorporated (NYSE: GVA). These credentials and tenure position him as a seasoned governance leader with deep construction industry expertise .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined McNally is independent under Nasdaq standards; all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent .
• Committee assignments and chair roles:
  • Current: Chair, Compensation Committee (effective at close of 2024 Annual Meeting) .
  • Prior: Chair, Nominating & Corporate Governance Committee (prior to 2024 Annual Meeting) .
• Attendance and engagement: The full Board met 8 times in 2024; each incumbent director attended 75% or more of Board and committee meetings during their service period; the Compensation Committee met 5 times, the Audit Committee met 7 times, and the Nominating & Corporate Governance Committee met 5 times in 2024 .
• Leadership structure: Separate non-executive Board Chair (Joshua S. Horowitz) and CEO roles; no Lead Director under the current structure .

Fixed Compensation

• Cash compensation framework for non‑employee directors (2024): $60,000 annual retainer; Chair of the Board $50,000; Committee Chair fees—Audit $40,000, Compensation $20,000, Nominating & Corporate Governance $20,000 (Finance Committee chair fee pro‑rated until disbanded at 2024 Annual Meeting) .
• Michael F. McNally—2024 cash paid: $80,000 (pro‑rated across his chair service before/after the 2024 Annual Meeting) .

Performance Compensation

• Equity structure for directors: Annual RSU grants with target value of $85,000, granted January 1, 2024, using a 10‑day VWAP of $44.41 to size awards; grant‑date accounting fair value recognized of $87,030 based on $45.47 close; RSUs vest on a one‑year cliff (service‑based; no performance metrics) .
• Unvested RSUs as of 12/31/2024: McNally held 1,914 unvested RSUs .

Note: Director equity is service-based with no performance metric overlay; options are not part of director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep executive leadership in multi‑national construction (Skanska USA CEO), broad operating and risk oversight background .
• Financial and board governance credentials (NACD Board Leadership Fellow, NACD Director Certified, NACD CERT in Cyber‑Security Oversight) .
• Sector breadth across major construction firms and governance roles in sustainability and academia (USGBC, University of Rhode Island) .

Equity Ownership

• Beneficial ownership (as of April 17, 2025): 58,423 shares (<1% of outstanding) .
• Director stock ownership guidelines: 3× annual cash compensation (excluding Chair fees); compliance window 5 years from December 7, 2023 or Board start date. McNally’s “ownership multiple” stands at 86.2× guideline (value measured by 90‑day average prior to 12/31/2024) .
• Hedging/pledging: Company prohibits hedging by officers and directors; to the Company’s knowledge, there are no arrangements, including any pledge of securities, that could result in a change in control .

Shareholder Voting Signals

Compensation Committee Analysis

• Committee membership (2025 Proxy): Michael F. McNally (Chair), Joshua S. Horowitz, David R. Gaboury, Gordon G. Pratt (note: Pratt retiring at 2025 Annual Meeting) .
• Independent consultant: Compensation Advisory Partners (CAP); engaged by and reports to the Committee; annual independence assessment concluded no conflicts of interest .
• Risk oversight on pay: Programs reviewed; not reasonably likely to encourage excessive risk-taking .

Related-Party and Conflict Review

• Policy: Transactions >$100,000 reviewed by Nominating & Corporate Governance Committee; excludes certain ordinary-course and de minimis situations; directors may not participate in approval of their own related transactions .
• Disclosure: The Company did not enter into any related person transactions during fiscal years 2024 and 2023 .

Governance Assessment

• Strengths:
  • Independent director with substantial sector CEO experience; governance and cyber oversight certifications enhance board risk oversight capabilities .
  • Strong ownership alignment—holdings far exceed guideline (86.2×) and ongoing service‑based RSU participation .
  • Active committee leadership (current Compensation Chair; prior Nominating Chair) and independent committee composition .
  • No related-party transactions disclosed; anti‑hedging policy in place .
• Watch items:
  • 2024 director election support for McNally (~65% of votes cast “For”) indicates some shareholder dissent; continued engagement on governance and compensation oversight may be warranted .
  • External chair role at Granite (industry adjacency) does not create a disclosed related transaction; maintain monitoring for interlocks but Board affirms independence .