Nicholas Angerosa

About Nicholas Angerosa

Nicholas S. Angerosa, 48, is Regional President, Southeast at Limbach Holdings (LMB) since January 2025; he previously served as President of Harper Limbach (July 2020–January 2025) and Senior Vice President & Branch Manager overseeing the Tampa business unit (May 2018–July 2020). Earlier, he held project manager and division manager roles at The Poole & Kent Company of Florida (October 1996–May 2012) . Executive incentives are explicitly tied to company Adjusted EBITDA (annual cash bonus) and 3‑year average Adjusted EBITDA margin (performance RSUs), aligning pay with profitability and margin expansion . Company performance in 2024 included record adjusted EBITDA of $63.7M and gross margin improvement to 27.8%, reinforcing pay-for-performance mechanics . LMB’s revenues and EBITDA over the last three fiscal years are shown below to contextualize incentives:

*Values retrieved from S&P Global

Past Roles

External Roles

No external/public directorships or outside board roles disclosed for Angerosa .

Fixed Compensation

Performance Compensation

Short‑Term Incentive (Annual Cash Bonus)

Long‑Term Incentive (RSUs/PRSUs – granted Jan 1, 2024)

Settled Performance Awards (2012–2024 cycle settled Mar 10, 2025)

Equity Ownership & Alignment

Outstanding equity award detail (Dec 31, 2024), selected for Angerosa:

• Service RSUs not vested: 1/1/2024: 2,312 units; 1/4/2023: 3,438; 1/17/2023: 1,576; 1/1/2022: 2,038 .
• Performance RSUs unearned: 1/1/2024: 4,624; 1/4/2023: 15,469 (shown at 150% presumed); 1/17/2023: 7,090; 3/30/2022: 18,343 (earned at 150%) .

Employment Terms

• Role and Promotions: Regional President, Southeast since Jan 2025; previously President of Harper Limbach (Jul 2020–Jan 2025); SVP & Branch Manager (May 2018–Jul 2020) .
• Promotion Letter (Jan 17, 2023): Provides base salary, target bonus (% of salary), eligibility for long-term equity under Omnibus Plan, $1,000/month auto allowance, and reimbursement of reasonable business expenses; achievement of goals at Board/Committee discretion .
• Severance & Change‑in‑Control (effective Jan 1, 2025): Double‑trigger CIC; Non‑CIC severance = 1x base + bonus + 12‑month COBRA; CIC severance for SLT = 2x base + bonus + 24‑month COBRA; time‑based RSUs vest; PRSUs vest based on latest planned forecast as if continued employment; no excise tax gross‑ups; payments reduced to avoid 280G if beneficial .
• Potential Payments (as of Dec 31, 2024): Non‑CIC total $696,460 (cash $664,229; COBRA $32,231); CIC total $5,809,067 (cash $1,049,229; RSU acceleration $800,997; PRSU acceleration $3,894,380; COBRA $64,461) .

Compensation Structure Notes and Peer Benchmarking

• Program design: 4 elements—base salary; annual STI (cash, % of salary; Adjusted EBITDA); LTI (mix of service RSUs and performance RSUs tied to 3‑year average Adjusted EBITDA margin); benefits .
• Target market positioning: initial targets at median (50th percentile) with adjustments for experience/performance; below‑market executives intended to move into range over multi‑year period .
• Peer group (2024): Comfort Systems USA; NV5 Global; Bel Fuse; Thermon Group; IES Holdings; CSW Industrials; Key Tronic; NN, Inc.; Sterling Infrastructure; Orion Group; Willdan Group; Bowman Consulting; Ameresco; Great Lakes Dredge & Dock; L.B. Foster; Northwest Pipe; INNOVATE; Enerpac Tool Group; Exponent; The Eastern Company .
• Committee and advisor: Compensation Committee—Michael F. McNally (Chair), Joshua S. Horowitz, David R. Gaboury, Gordon G. Pratt; independent consultant Compensation Advisory Partners (CAP) engaged directly by Committee; annual independence assessment .
• Clawback: SEC/Nasdaq‑compliant clawback policy for Section 16 officers upon certain events, including accounting restatements .
• Say‑on‑Pay: 96% approval in 2024; Committee retained current practices following strong support .

Performance & Track Record

• Company execution: 2024 record adjusted EBITDA $63.7M; ODR revenue mix 66.6% and margin improvement to 27.8%; two acquisitions completed (Kent Island Mechanical; Consolidated Mechanical) .
• Pay‑vs‑Performance framework: SEC “compensation actually paid” shows alignment with TSR and adjusted EBITDA trends; TSR value of initial $100 investment reached $693.76 by 2024, while adjusted EBITDA reached $63.7M .

Investment Implications

• Strong alignment: Angerosa’s incentives are tied directly to profitability (Adjusted EBITDA) and margins (3‑year average Adjusted EBITDA margin), reinforcing discipline around mix shift and margin expansion .
• Low pledging/hedging risk: Company prohibits hedging and indicates no pledging arrangements; options risk is nil (no options outstanding) .
• Retention economics: Double‑trigger CIC with 2x cash plus accelerated equity could create event‑driven supply; non‑CIC severance provides baseline retention protection. Upcoming service RSU vesting dates (Jan 1, 2025/2026/2027) and sizeable PRSU overhang (2023/2024 grants) may contribute to periodic insider selling pressure upon settlement/tax withholding .
• Ownership: Beneficial ownership is <1% of the company and exceeds executive stock ownership guidelines (10.7x vs 1x), indicating substantial skin‑in‑the‑game .

Appendix: Company Financial Context

*Values retrieved from S&P Global

Notes:

• Annual STI target and payout mechanics are fully transparent; actual 2024 payout was 145.05% of target tied to $63.714M Adjusted EBITDA .
• PRSU program uses average Adjusted EBITDA margin over 3 years with threshold/target/max of 50%/100%/150% and gating of ≥80% cumulative Adjusted EBITDA; 2022 grant paid at 150% in 2025 .