{"url_path":"/sec/lmb/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1606163/0001628280-26-035982-index.html","accession_number":"0001628280-26-035982","cik":"0001606163","ticker":"LMB","issuer_name":"Limbach Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1606163/0001628280-26-035982-index.html","primary_entity_key":"0001606163","primary_entity_name":"Limbach Holdings, Inc."},"word_count":662,"has_tables":true,"body_markdown":"Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Michael J. Reed to the Office of Executive Vice President and Chief Operating Officer\n\nOn May 18, 2026, Limbach Holdings, Inc. (the “Company”) announced that it has appointed Michael J. Reed to serve as the Company’s Executive Vice President and Chief Operating Officer, effective as of May 18, 2026 (the “Effective Date”).\n\nMr. Reed, 56, joined the Company in 2019 as Vice President, Branch Manager. He subsequently served as Vice President of Operational Risk Management, where he helped strengthen operational processes and risk management initiatives across the organization. In 2024, Mr. Reed was promoted to Senior Vice President, Integrations Leader, where he oversaw the successful integration of acquisitions in support of the Company’s acquisition and expansion strategy. In May 2025, Mr. Reed was promoted to Senior Vice President, Midwest Regional Manager, where he oversaw performance and strategic growth initiatives across the Midwest region. Prior to joining the Company, Mr. Reed served in various operational and leadership roles within the mechanical services and construction industry.\n\nIn connection with his appointment, on the Effective Date, the Company and Mr. Reed entered into a promotion letter (the “Promotion Letter”) relating to the terms of his appointment as Executive Vice President and Chief Operating Officer and his compensation. Pursuant to the Promotion Letter, as of the Effective Date, Mr. Reed’s annual base salary will increase to $425,000, subject to at least annual reviews for increases by the Compensation Committee of the Company’s Board of Directors (the “Board”), plus a vehicle allowance of $1,000 per month, in each case subject to standard payroll practices of the Company. Mr. Reed will also be eligible to participate in the Company’s annual bonus award program, with a target bonus opportunity equal to 60% of his annual base salary, which shall be based on Mr. Reed’s performance and the Company’s operating results, based upon achievement of the objectives identified by the Compensation Committee of the Board.\n\nOn the Effective Date, Mr. Reed will also receive an award under the Company’s Amended and Restated Omnibus Incentive Plan (as amended, the “Omnibus Plan”) with an aggregate grant date value equal to $91,896, which will provide for 1/3 of the shares represented by such award to be subject to a time-based restricted stock unit and 2/3 of the shares represented by such award to be subject to a market-based stock unit. In addition, in 2027, Mr. Reed will be eligible to receive an award under the Omnibus Plan with a grant date fair value equal to 80% of his then base salary, based on the weighted average price of a share of the Company’s common stock on Nasdaq for the ten consecutive trading day window period generally used by the Company for this purpose. Mr. Reed will be eligible to participate in such other employee benefit plans and programs generally available to the Company’s executives and consistent with such plans and programs of the Company and its subsidiaries.\n\nMr. Reed also participates in the Company’s Executive Severance and Change in Control Plan, and a description of these compensation arrangements are included in the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 23, 2026 under “Executive Compensation.”\n\nThe Promotion Letter contains certain covenants by Mr. Reed, including a non-solicitation and confidentiality agreement.\n\nThere are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Reed and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Reed has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. This description is qualified in its entirety by reference to the full text of the Promotion Letter, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference."}