Limbach (LMB) Proxy filing summary

Executive summary

• Achieved record 2025 revenue of $646.8M, up 24.7% year-over-year, and record adjusted EBITDA of $81.8M, up 28.4%.

• ODR (Owner Direct Relationships) revenue grew 40.6%, now 75% of total revenue, meeting multi-year targets.

• Completed $66M acquisition of Pioneer Power, expanding presence and capabilities.

• Ended 2025 with net debt to adjusted EBITDA ratio of 0.3x, reflecting strong cash generation and disciplined capital allocation.

• Strategic focus remains on organic ODR growth, margin expansion, and disciplined M&A.

Voting matters and shareholder proposals

• Four proposals: election of three Class A directors for three-year terms, advisory vote on executive compensation, advisory vote on frequency of future say-on-pay votes, and ratification of Crowe LLP as auditor for 2026.

• Board recommends voting for all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

• Board consists of seven directors, 85.7% independent, with a diverse mix of skills and backgrounds.

• Board leadership is separated between non-executive Chairman and CEO.

• Board adopted a retirement policy requiring non-employee directors to retire at age 75, with exceptions possible.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board and committees met regularly, with high attendance rates.