Legence Corp.
For the period ended Jun 11, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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Legence Corp.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Letter of the Chief Executive Officer
Dear Fellow Stockholders,
You are invited to join us at the 2026 Annual Meeting of Stockholders on June 11, 2026, at 9:00 a.m. Pacific Time, at the San Jose Marriott, 301 S. Market Street, San Jose, CA 95113.
2025 was a milestone year for Legence, and we are proud of what our team delivered. Following our successful initial public offering, we achieved back-to-back record inaugural quarters, driven by strong organic revenue growth. Further, our robust outlook for 2026 is underpinned by record year-end backlog. These results reflect the dedication of our skilled labor and engineering professionals, who continue to deliver for customers while maintaining our commitment to safety and quality.
As we move into 2026, execution remains our priority. Favorable industry tailwinds, our record backlog, and recent strategic acquisitions position Legence well as we navigate our next phase of growth as a public company.
Please review this Proxy Statement and vote as soon as possible so your shares are represented at the Annual Meeting. We also welcome you to attend the meeting in person. On behalf of the Board of Directors and management team, thank you for your continued support of Legence.
Sincerely,
Jeffrey Sprau
Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Place:San Jose Marriott301 S. Market StreetSan Jose, CA 95113 | Date and Time:June 11, 20269:00 AM Pacific Time | Record Date:Close of business onApril 14, 2026 |
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To the Stockholders of Legence Corp.:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Legence Corp. (the “Company” or “our”) will be held for the following purposes:
| (1) | Elect the nominees identified in the accompanying proxy statement (the “Proxy Statement”) to serve as directors of the Company until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. |
| (2) | Approve, on a non-binding advisory basis, the compensation of our named executive officers. |
| (3) | Approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. |
| (4) | Approve the Legence Corp. 2026 Employee Stock Purchase Plan. |
| (5) | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026. |
Additionally, if needed, our stockholders may act upon any other matters that may properly come before the Annual Meeting (including a proposal to adjourn the meeting to solicit additional proxies) or any reconvened meeting after an adjournment or postponement of the meeting.
We look forward to seeing you at the Annual Meeting.
April 29, 2026
| By: | Order of the Board of Directors, |
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| Bryce Seki General Counsel & Secretary | |
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES PROMPTLY. AVAILABLE VOTING METHODS INCLUDE:
| InternetVisit the website shown on the proxy card (www.proxyvote.com) and follow the instructions at that website at any time prior to 11:59 PM Eastern Time on June 10, 2026. | TelephoneCall the toll-free number shown on the proxy card (1-800-690-6903) and follow the instructions at any time prior to 11:59 PM Eastern Time on June 10, 2026. | MailIf you receive a paper copy, complete, sign, and date the proxy card and return it in the prepaid envelope. Your proxy card must be received by the Company before voting closes during the Annual Meeting. | During the MeetingIf you are a stockholder of record on the record date, you may attend the Annual Meeting and vote during the meeting. |
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Beginning on or about April 29, 2026, the Company mailed the Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and form proxy card for the Annual Meeting, as well as its 2025 Annual Report to Stockholders (the “Annual Report”). The Proxy Statement and the Annual Report are available at www.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| Important Notice Regarding the Availability of Materials for the 2026 Annual Meeting | 1 |
| Our Business | 1 |
| References to Legence | 1 |
| Cautionary Note Regarding Forward-Looking Information | 1 |
| Incorporation by Reference | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 2 |
| Board of Directors | 2 |
| Committees of the Board | 3 |
| Corporate Governance | 5 |
| Certain Relationships and Related Party Transactions | 6 |
| PROPOSAL 1: ELECTION OF CLASS I DIRECTORS | 11 |
| Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting | 11 |
| EXECUTIVE OFFICERS | 14 |
| COMPENSATION DISCUSSION AND ANALYSIS | 16 |
| Compensation Philosophy and Objectives | 16 |
| Compensation Committee Procedures | 17 |
| Risk Assessment | 17 |
| Elements of Compensation | 17 |
| Clawback Policy | 23 |
| Policies and Practices for Granting Certain Equity Awards | 23 |
| COMPENSATION COMMITTEE REPORT | 24 |
| EXECUTIVE COMPENSATION | 25 |
| 2025 Summary Compensation Table | 25 |
| 2025 Grants of Plan-Based Awards | 26 |
| Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year | 27 |
| Outstanding Equity Awards at 2025 Fiscal Year End | 30 |
| Options Exercised and Stock Vested in the 2025 Fiscal Year | 31 |
| Pension Benefits | 32 |
| Nonqualified Deferred Compensation | 32 |
| Potential Payments Upon Termination or a Change in Control | 32 |
| Post-Termination Restrictive Covenant Obligations | 35 |
| Pay Versus Performance | 36 |
| Director Compensation for 2025 | 41 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 43 |
| PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION | 44 |
| PROPOSAL 4: APPROVAL OF ADOPTION OF THE LEGENCE CORP. 2026 EMPLOYEE STOCK PURCHASE PLAN | 45 |
| PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 |
| Fees Paid to Independent Registered Public Accountants | 54 |
| Audit Pre-Approval Policies and Procedures | 54 |
| Audit Committee Report | 55 |
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| ADDITIONAL INFORMATION | 56 |
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| Security Ownership of Certain Beneficial Owners and Management | 56 |
| Communication with the Company | 58 |
| Stockholder Proposals for the 2027 Annual Meeting | 59 |
| FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING AND VOTING | 60 |
| APPENDIX A: LEGENCE CORP. 2026 EMPLOYEE STOCK PURCHASE PLAN | A-1 |
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