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•	To elect nine directors;

•	To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”);

•	To vote, on an advisory basis, on the frequency of future advisory votes on our NEO compensation;

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2017; and

•	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

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(1)	Effective December 31, 2016, Mr. Martin retired from employment and transitioned from Executive Chairman of the Company to Chairman of the Board. Mr. Goodwin remains Lead Independent Director.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

•	In January 2016, we completed the sale of our Bronto Skylift business, receiving proceeds of approximately $88 million. The sale of our Bronto Skylift business removed a low-margin operation that required a disproportionate amount of invested capital and facilitates our focus on more profitable growth opportunities.

•	In addition, in January 2016, we executed a new five-year $325 million revolving credit facility to replace our previous $225 million credit facility.

•	We continued to apply a disciplined approach in considering potential acquisitions. In January 2016, we completed the acquisition of Westech Vac Systems, Ltd., a Canadian manufacturer of high-quality, rugged vacuum trucks. Although not significant in size, the acquisition provides access to new product offerings and new markets.

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•

In June 2016, the Company completed the acquisition of substantially all the assets and operations of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. (collectively, “JJE”). The Company expects that JJE will facilitate sales of its existing products into new markets, expand the Company’s product and service offerings and increase the Company’s footprint across North America. With the acquisition of JJE, the Company’s product offerings have expanded to include other products, including those not manufactured by the Company, such as refuse and recycling collection vehicles, camera systems, ice-resurfacing equipment and snow-removal equipment.

•	We demonstrated our commitment to returning value to stockholders by paying increased cash dividends of $16.9 million in 2016, up from $15.6 million in 2015.

•

We also significantly increased the amount of opportunistic share repurchases under our authorized share repurchase programs, repurchasing approximately 3.0 million shares at an average purchase price of $12.75 per share. Total repurchases in 2016 totaled $37.8 million, compared to $10.6 million in 2015. The remaining aggregate authorization under these programs of $31.4 million at December 31, 2016 represents approximately 4% of our market capitalization.

•	Cash flow during 2016 remained healthy, with $26.7 million of cash being generated from continuing operations, facilitating the increased cash returns to shareholders, as well as investments in long-term growth initiatives, including new product development.

•	We have also continued to focus on new product development in 2016 and believe that these efforts will provide additional opportunities to diversify further our customer base. Specific examples for industrial markets include investments in new excavator designs to better target utility markets and in internationally certified safety products to expand our global reach.

•	We continue to focus on reducing product costs and improving manufacturing efficiencies across all of our businesses. We started our “80/20” efficiency initiatives in 2010, and they have remained a critical part of our culture.

•

At December 31, 2016, total debt exceeded total cash and cash equivalents by $13.3 million, and we had $244 million of availability under our credit facility. With our current capital structure, strong balance sheet, availability under our credit facility and positive operating cash flow, we are well positioned to navigate short-term market headwinds and invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Our debt leverage remained low, at 0.8 times adjusted EBITDA ** as of December 31, 2016.

**	As this is a non-GAAP measure, we have included a reconciliation to the most directly comparable GAAP measure in Appendix A.

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(1)	For 2016, long-term equity incentive awards were split 50/50 between performance share units (“PSUs”) and non-qualified stock options. Time-based restricted stock may also be awarded in recognition of performance and is subject to three-year cliff vesting.

(2)	In our view, stock options are inherently at-risk because they only have value if share price increases over grant date value.

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1.	To elect nine directors;

2.	To approve, on an advisory basis, the compensation of our NEOs;

3.	To vote, on an advisory basis, on the frequency of future advisory votes on our NEO compensation;

4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2017; and

5.	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

•	By Telephone or Internet: You may vote by telephone or Internet by following the instructions included in the Notice of Internet Availability and in these proxy materials;

•	By Written Proxy: If you received a printed copy of the proxy materials, you may vote by written proxy by signing, dating and returning the proxy card in the postage-paid envelope provided; or

•

In Person: If you are a stockholder of record, you may vote in person at the Annual Meeting. You are a stockholder of record if your shares are registered in your name. If your shares are in the name of your broker or bank, your shares are held in “street name” and you are not a stockholder of record. If your shares are held in street name and you wish to vote in person at the Annual Meeting, you will need to contact your broker or bank to obtain a legal proxy allowing attendance at the Annual Meeting. If you plan to attend the Annual Meeting in person, please bring proper identification and proof of ownership of your shares.

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•	The approval, on an advisory basis, of the compensation of our NEOs (Proposal 2);

•	The approval, on an advisory basis, of the frequency of an advisory vote on our NEO compensation (Proposal 3); and

•	The ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 4).

•	Voting by telephone or Internet on a later date, or delivering a later-dated proxy card if you requested printed proxy materials, prior to or at the Annual Meeting;

•	Filing a written notice of revocation with our Corporate Secretary; or

•	Attending the Annual Meeting and voting your shares in person (Note: Attendance alone at the Annual Meeting will not revoke a proxy).

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(1)	Based on 59,721,376 shares of common stock issued and outstanding as of February 28, 2017.

(2)	Based solely on a Schedule 13G (Amendment No. 9) filed with the Securities and Exchange Commission (“SEC”) on January 12, 2017, in which BlackRock, Inc. reported that, as of December 31, 2016, it had sole voting power over 6,905,440 shares and sole dispositive power over 7,043,176 shares.

(3)

Based solely on a Schedule 13G (Amendment No. 3) filed with the SEC on February 9, 2017, in which Dimensional Fund Advisors LP reported that, as of December 31, 2016, it had sole voting power over 4,836,826 shares and sole dispositive power with respect to 5,019,298 shares in its capacity as an investment adviser registered under the Investment Advisors Act of 1940 to four investment companies and as investment manager to certain other commingled group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

(4)	Based solely on a Schedule 13G (Amendment No. 11) filed with the SEC on February 3, 2017, in which Franklin Mutual Advisers, LLC reported that, as of December 31, 2016, it had sole voting and dispositive power with respect to all shares.

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(1)	All of our directors and officers use our Company address: 1415 West 22nd Street, Suite 1100, Oak Brook, IL 60523.

(2)

Totals include shares subject to stock options exercisable within 60 days of February 28, 2017 as follows: Mr. Cooper, 58,742; Mr. Goodwin, 53,317; Mr. Hudson, 8,968; Mr. Jones, 3,317; Ms. Lind, 5,000; Mr. Martin, 712,166; Mr. Miceli, 14,731; Dr. Mudge, 5,000; Ms. Reichelderfer, 3,317; Ms. Sherman, 268,393; and Mr. Workman, 5,000. All directors and executive officers as a group hold stock options exercisable within 60 days of February 28, 2017 with respect to 1,137,951 shares. Totals also include shares held in our 401(k) Plan as follows: Mr. Miceli, 8,001; and Ms. Sherman, 49,850.

(3)	Totals do not include restricted stock units that are vested but for which delivery has been deferred at the election of the director, as follows: Mr. Goodwin, 25,161; Ms. Lind, 6,026; Dr. Mudge, 23,361; and Mr. Owens, 9,870.

(4)	Based upon 59,721,376 shares of common stock issued and outstanding as of February 28, 2017 and, for each director or executive officer or the group, the number of shares subject to stock options exercisable by such director or executive officer or the group within 60 days of February 28, 2017. The use of “*” denotes percentages of less than 1%.

(5)	Denotes non-employee director. Mr. Martin transitioned from Executive Chairman of the Company to Chairman of the Board effective December 31, 2016.

(6)	The information contained in this row of the table is based upon information furnished to us by the named individuals above, our other Section 16 Officers and from our records. Each director and officer claims sole voting and investment power with respect to the shares listed above.

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(1)	The Board has determined that Mr. Workman and Ms. Lind each qualify as an “audit committee financial expert” as defined by the SEC.

•	The integrity of our financial statements;

•	The qualifications and independence of our independent registered public accounting firm;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	Our compliance with legal and regulatory requirements, including our Policy for Business Conduct for all employees and Code of Ethics for our CEO and senior officers.

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(1)	Includes the following share amounts awarded in lieu of cash using the closing share price of our common stock on the grant date: Ms. Lind, 645 deferred stock units.

(2)

Each non-employee director is issued a stock award annually. The annual award is determined by dividing $75,000 ($90,000 in the case of our Lead Independent Director) by the closing price of our common stock on the grant date. Amounts stated reflect the grant date fair value computed in accordance with Accounting Standards Codification 718 “Compensation — Stock Compensation” (“ASC 718”). The following awards were granted to the non-employee directors on April 26, 2016, at a closing share price of $13.94: 6,457 shares of common stock to Mr. Goodwin as Lead Independent Director and 5,381 shares of common stock to each of Messrs. Jones, Mudge and Workman, and Ms. Reichelderfer. Mr. Owens and Ms. Lind received 5,381 deferred shares in the form of restricted stock units. As of December 31, 2016, each non-employee director held the following aggregate number of shares: Mr. Goodwin, 115,040 shares, including 25,161 deferred shares held in the form of restricted stock units; Mr. Jones, 117,353 shares; Ms. Lind, 19,686 shares, including 6,026 deferred shares held in the form of restricted stock units; Dr. Mudge, 78,996 shares, including 23,361 deferred shares held in the form of restricted stock units; Mr. Owens, 81,561 shares, including 9,870 deferred shares held in the form of restricted stock units; Ms. Reichelderfer, 117,840 shares; and Mr. Workman, 30,156 shares. Excluding initial awards upon appointment to our Board, stock awards to non-employee directors are not subject to vesting requirements.

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(3)

No stock options were granted to any of the directors during the fiscal year ended December 31, 2016. As of December 31, 2016, each non-employee director had the following number of stock options outstanding: Mr. Goodwin, 53,317; Mr. Jones, 3,317; Ms. Lind, 5,000; Dr. Mudge, 5,000; Mr. Owens, 0; Ms. Reichelderfer, 3,317; and Mr. Workman, 5,000. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 13 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on February 28, 2017.

(4)

Mr. Goodwin served as Lead Independent Director. In that capacity, he received an annual retainer of $87,500, Committee membership fees of $6,000 per Committee and meeting fees of $1,500 for each board meeting attended in person and $500 for each board meeting attended by telephone. His fees in the first column are comprised of an annual retainer of $87,500, Committee membership fees of $12,000 and board meeting fees of $9,000.

(1)	Directors are also reimbursed for their out-of-pocket expenses relating to attendance at Board and Committee meetings.

(2)

Mr. Martin did not receive cash compensation for his service on the Board as Executive Chairman during fiscal year 2016. He retired from employment effective December 31, 2016 and transitioned to Chairman of the Board. In 2017, as Chairman of the Board, Mr. Martin will receive an annual retainer, currently valued at $90,000, as well as fees for attendance at in-person and telephonic Board meetings, which are currently valued at $3,000 and $500 per meeting, respectively. Mr. Martin will also be entitled to receive a per diem fee for other time spent on Company business, which is currently valued at $2,500 per day, up to a maximum of $150,000 per year.

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•	Jennifer L. Sherman, President and CEO;

•	Dennis J. Martin, Chairman of the Board (retired as Executive Chairman of the Company on December 31, 2016);

•	Brian S. Cooper, Senior Vice President and CFO;

•	Ian A. Hudson, Vice President and Corporate Controller; and

•	Samuel E. Miceli, Senior Vice President, Environmental Solutions Group.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

•	In January 2016, we completed the sale of our Bronto Skylift business, receiving proceeds of approximately $88 million. The sale of our Bronto Skylift business removed a low-margin operation that required a disproportionate amount of invested capital and facilitates our focus on more profitable growth opportunities.

•	In addition, in January 2016, we executed a new five-year $325 million revolving credit facility to replace our previous $225 million credit facility.

•	We continued to apply a disciplined approach in considering potential acquisitions. In January 2016, we completed the acquisition of Westech Vac Systems, Ltd., a Canadian manufacturer of high-quality, rugged vacuum trucks. Although not significant in size, the acquisition provides access to new product offerings and new markets.

•

In June 2016, the Company completed the acquisition of JJE. The Company expects that JJE will facilitate sales of its existing products into new markets, expand the Company’s product and service offerings and increase the Company’s footprint across North America. With the acquisition of JJE, the Company’s product offerings have expanded to include other products, including those not manufactured by the Company, such as refuse and recycling collection vehicles, camera systems, ice-resurfacing equipment and snow-removal equipment.

•	We demonstrated our commitment to returning value to stockholders by paying increased cash dividends of $16.9 million in 2016, up from $15.6 million in 2015.

•

We also significantly increased the amount of opportunistic share repurchases under our authorized share repurchase programs, repurchasing approximately 3.0 million shares at an average purchase price of $12.75 per share. Total repurchases during 2016 totaled $37.8 million, compared to $10.6 million in 2015. The remaining aggregate authorization under these programs of $31.4 million at December 31, 2016 represents approximately 4% of our market capitalization.

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•	Cash flow during 2016 remained healthy, with $26.7 million of cash being generated from continuing operations, facilitating the increased cash returns to shareholders, as well as investments in long-term growth initiatives, including new product development.

•	We have also continued to focus on new product development in 2016 and believe that these efforts will provide additional opportunities to diversify further our customer base. Specific examples for industrial markets include investments in new excavator designs to better target utility markets and in internationally certified safety products to expand our global reach.

•	We continue to focus on reducing product costs and improving manufacturing efficiencies across all of our businesses. We started our “80/20” efficiency initiatives in 2010, and they have remained a critical part of our culture.

•

At December 31, 2016, total debt exceeded total cash and cash equivalents by $13.3 million, and we had $244 million of availability under our credit facility. With our current capital structure, strong balance sheet, availability under our credit facility and positive operating cash flow, we are well positioned to navigate short-term market headwinds and invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Our debt leverage remained low, at 0.8 times adjusted EBITDA ** as of December 31, 2016.

**	As this is a non-GAAP measure, we have included a reconciliation to the most directly comparable GAAP measure in Appendix A.

•

The Committee adopted the Federal Signal Corporation Short Term Incentive Bonus Plan (the “STIP”) as a sub-plan under the Federal Signal Corporation (2015) Equity Incentive Compensation Plan (the “2015 Plan”). The STIP establishes the framework and terms applicable to annual cash incentive awards and replaced the Federal Signal Corporation Short Term Incentive Bonus Plan (as amended and restated, March 2013).

•	The Committee modified the performance metrics used in STIP awards to be based on earnings (weighted at 70%) and individual objectives (weighted at 30%) in order to better align incentive pay with the Company’s short-term focus, goals and initiatives.

•	For performance share units issued under the 2015 Plan, the Committee retained both the three-year performance period and the applicable performance metrics, i.e. earnings per share from continuing operations (weighted at 75%) and return on invested capital (weighted at 25%).

•	The Committee modified the Company’s peer group to reflect market changes and position the Company closer to median with respect to peer revenue and market capitalization.

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•	Executive compensation must be linked to the achievement of strategic, financial and operational goals that successfully drive growth in stockholder value;

•	Total targeted compensation must be competitive to attract, motivate and retain experienced executives during all business cycles with leadership abilities and talent necessary for the Company’s short-term and long-term success, profitability and growth, while taking into account Company performance and external market factors;

•	The portion of compensation that is variable based on performance and therefore at-risk should increase with officer level and responsibility;

•	Executive awards should differ based on actual performance to ensure alignment with stockholder value (actual pay can be above or below target pay); and

•	Equity ownership and holding requirements align the interests of executives with the interests of stockholders and help build long-term value.

•	Establishes our compensation philosophy, sets broad compensation objectives and evaluates compensation to ensure that it complies with and promotes our compensation philosophy and objectives;

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•	Determines the various elements of our executive compensation, including base salary, annual cash incentives, long-term equity incentives, retirement, health and welfare benefits and perquisites;

•	Establishes performance goals for our President and CEO and oversees the establishment of performance goals for the other executive officers and for each business unit;

•	Evaluates annually each executive officer’s performance in light of the goals established for the most recently completed year;

•	Establishes each executive officer’s annual compensation level based upon the individual’s performance, our financial results, the amount of compensation paid to comparable executive officers at comparable companies, the awards given to the individual in past years and our capacity to fund the compensation;

•	Reviews our President and CEO’s annual succession planning report and executive development recommendations for her direct reports;

•	Reviews benefit and compensation programs and plans to ensure incentive pay does not encourage unnecessary risk taking; and

•	Retains and oversees advisors it may engage periodically to assist in the performance of its role.

•	Base salary;

•	Annual cash incentives;

•	Long-term equity incentives;

•	Retirement, health and welfare benefits; and

•	Perquisites.

**	The 2% referenced above relates to a 2016 award of time-based restricted stock to Mr. Hudson in recognition of his contribution to the sale the Company’s Fire Rescue Group.

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(1)	Effective January 1, 2016, Ms. Sherman was promoted to President and CEO concurrent with Mr. Martin’s transition from President and CEO to Executive Chairman. Effective December 31, 2016, Mr. Martin retired from employment and transitioned to Chairman of the Board.

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(1)	Stock options are inherently at-risk and have value only if our stock price increases. These awards are not tied to a performance metric and vest ratably over a three-year period measured from the grant date.

(2)	If the Company does not achieve a threshold level of performance for each metric measured independently, no units are earned and no shares are issued with respect to the corresponding percentage of the award tied to that metric.

(3)

Effective fiscal year 2014, we increased the performance period from one to two years followed by a one-year vesting period. Effective fiscal year 2015, we further increased the performance period from two to three years and, subject to performance, vesting occurs at the end of the performance period. These modifications advance our compensation philosophy by further strengthening the link between the long-term interests of our executives and stockholders. The Committee retained usage of a three-year performance period for the 2016 performance share unit awards, and anticipates doing so again in 2017.

(4)	For fiscal year 2014, the performance period was two years followed by an additional one-year vesting period ending December 31, 2016. The Company exceeded maximum performance and the performance share units were earned at 200%. Earned shares were issued to recipients who were employed by the Company on December 31, 2016.

(1)	Mr. Martin retired as Executive Chairman effective December 31, 2016 and became Chairman of the Board; there are no plans to fill the position of Executive Chairman at this time.

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•	airline club memberships;

•	auto allowances; and

•	life insurance.

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(1)	Messrs. Hudson and Miceli were not NEOs in fiscal year 2015.

(2)	Salary adjustments for Mr. Martin and Ms. Sherman between 2015 and 2016 reflect their transition to the roles of Executive Chairman and President and CEO, respectively, effective January 1, 2016.

(3)	Effective December 31, 2016, Mr. Martin retired from his position as Executive Chairman of the Company and therefore will not receive an annual salary in 2017. He continues to serve on the Board as Chairman. See below under the heading “Dennis Martin Separation Agreement” for additional information regarding Mr. Martin’s compensation.

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•	Ms. Sherman and Messrs. Martin, Cooper, Hudson and Miceli were granted options to purchase 177,727; 177,727; 47,395; 15,997; and 20,736 shares of our common stock, respectively, at an exercise price of $12.66 per share (the closing price of our stock on date of grant). The options vest in three equal annual installments on the first three anniversaries of the grant date.

•

Ms. Sherman and Messrs. Martin, Cooper, Hudson and Miceli were granted performance share units of 59,241; 59,241; 15,797; 5,331; and 6,911, respectively. Each performance share unit represents a right to receive up to two shares of our common stock based upon achieving certain performance targets during a three-year performance period ending December 31, 2018. The award is subject to vesting requirements that require each recipient to remain employed with us through the end of the performance period.

•	Mr. Hudson received a time-based restricted stock award of 7,109 shares in recognition of his outstanding contributions with respect to the sale of the Company’s former Fire Rescue Group. The restricted stock award cliff vests in full on its third anniversary, subject to continued employment.

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Subject to Mr. Martin’s compliance with certain post-employment conditions contained in the Separation Agreement, including three-year non-competition and non-solicitation provisions, the Company accelerated the vesting of 31,075 and 19,747 PSUs originally granted to Mr. Martin in 2015 and 2016, respectively. The number of PSUs subject to acceleration is based on Mr. Martin’s pro-rata employment during the performance period (i.e., the number of full months of Mr. Martin’s employment during the applicable performance period divided by 36, the number of months contained in the applicable performance period). Mr. Martin forfeited the remaining 15,537 PSUs originally granted in 2015, and 39,494 PSUs originally granted in 2016. The PSUs subject to accelerated vesting will be earned, if at all, based on actual

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•

Stock options originally granted in 2014, 2015 and 2016 that have not yet vested will continue to vest in accordance with the original terms of the awards, conditioned upon Mr. Martin’s continued service as a director of the Company. Any vested options will be exercisable for the shorter of their original expiration date or for a period of five years after the date that Mr. Martin ceases to serve as a director.

•	Stock options originally granted in 2013, 2014 and 2015 that have previously vested will remain exercisable for the shorter of their original expiration date or for a period of five years after the date that Mr. Martin ceases to serve as a director.

•	Stock options originally granted in 2010, 2011 and 2012 that have previously vested will remain exercisable for the shorter of their original expiration date or for a period of three years after the date that Mr. Martin ceases to serve as a director.

•	For fiscal year 2016, Mr. Martin was also awarded an annual cash bonus of $198,000 through the STIP.

•	The total fees paid to WTW of $243,995 represented approximately 0.003% of its revenue for its 2016 fiscal year-end ($7.9 billion);

•	There is no overlap between the WTW team that provided services to the Committee and the WTW team that provided the additional services;

•	No member of the WTW team receives additional compensation as a result of the provision of services to the Committee or with respect to the additional services;

•	WTW prohibits compensation consultants from owning stock in any company it advises;

•	There are no business ventures or personal relationships between WTW and any member of the Committee; and

•	There is no affiliation between any member of WTW’s team and any member of our Board or any NEO.

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(1)	CLARCOR, Inc. was acquired by Parker-Hannifin in February 2017 and will be removed from our peer group.

•	Except as noted below, we will not enter into any employment agreement, severance agreement or change-in-control agreement that requires us to make or agree to make any tax gross-up payments to any NEO except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement; and

•

Unless approved by a vote of our stockholders entitled to vote in an election of directors, we will not enter into any compensation agreement with any NEO that provides for severance payments (excluding the value of any accelerated vesting of equity based awards) in an amount exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination (determined as an annualized amount) or either of the immediate two preceding years; plus (ii) either the NEO’s current target bonus or the highest annual bonus awarded to the NEO in any of the three years preceding the year in which the NEO’s termination of employment occurs (excluding the value of any accelerated vesting of equity based awards).

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(1)

The stock award values represent the aggregate grant date fair values computed in accordance with ASC 718. These figures reflect long-term equity incentive restricted stock awards and performance share units, discussed in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” Restricted stock awards granted in fiscal year 2016 were valued at the closing price of our Company’s stock on the grant date, resulting in a value of $12.66 for grants issued in 2016. Of our NEOs, only Mr. Hudson received such an award in 2016, in recognition of his contribution to the sale of our Fire Rescue Group. Performance share units granted in fiscal years 2014, 2015 and 2016 were valued at the closing price of our Company’s stock on the grant dates, resulting in values of $14.48 for grants issued in 2014, $16.09 for grants issued in 2015, and $12.66 for grants issued in 2016. For fiscal year 2014, we adjusted the weighting of the EPS metric from 100% to 75%, added an ROIC performance metric weighted at 25% and expanded the performance period from one to two years. The Company achieved the maximum target levels under both metrics and 200% of the target units were earned on December 31, 2015. There was an additional one-year vesting period for these earned units and the shares underlying the earned units vested on December 31, 2016. For fiscal year 2015, we retained the EPS metric weighted at 75% and ROIC metric weighted at 25% and further expanded the performance period from two to three years. For fiscal year 2016, we retained the EPS metric weighted at 75%, the ROIC metric weighted at 25%, and the three-year performance period.

(2)

The option award values represent the grant date fair values computed in accordance with ASC 718. These amounts reflect long-term equity incentive stock option grants, discussed in further detail in the sections titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives” and “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs” under the heading “Dennis Martin Separation Agreement.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $4.22 for options granted on May 5, 2016; $6.12 for options granted on April 10, 2015; and $7.19 for options granted on May 5, 2014. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 13 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on February 28, 2017.

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(3)	Reflects annual cash incentive payments. For a description of these incentive awards, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

(4)

Reflects the actuarial increase in the present value of NEO benefits under all pension plans, including our supplemental pension plans, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. The present value of the benefits for Ms. Sherman and Mr. Miceli, the only NEOs that are participants in the Company’s pension plan, increased by $43,643 and $11,526, respectively, in 2016. Decreases are recorded as $0 in the Summary Compensation Table. Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of employees participating in the tax-qualified 401(k) savings plan, and dividends on our common stock are paid at the same rate as dividends paid to stockholders.

(5)	All other compensation in fiscal year 2016 includes the following aggregate perquisites and other items.

(a)	Ms. Sherman’s auto allowance was increased to $13,800, effective January 1, 2016, upon her promotion to President and CEO. Ms. Sherman will be eligible to receive a retroactive adjustment in 2017 to account for the underpayment in 2016.

(b)	For Ms. Sherman, includes $550 for membership in the United Airlines United Club and $1,092 for life insurance premium payments. For Mr. Martin, includes $550 for membership in the United Airlines United Club and $1,008 for life insurance premium payments. For Messrs. Cooper, Hudson and Miceli, the amounts stated are for life insurance premium payments.

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(1)	See the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

(2)

These columns include information regarding performance share units. The “Threshold” column represents the minimum amount payable when threshold performance is met (50% of performance share units granted would be earned). If performance is below the threshold performance, no units are earned. The “Target” column represents the amount payable if actual performance is equal to target (100% of performance share units granted would be earned). The “Maximum” column represents the full payout potential under the plan if actual performance is equal to or greater than maximum (200% of performance share units granted would be earned). Shares of Company stock are awarded, if any, as a percentage of the pre-determined target shares for that executive officer ranging from 0% to 200% as determined by the performance against the applicable metrics. For fiscal year 2016, the performance metrics were EPS from continuing operations weighted at 75% and ROIC weighted at 25%, measured over a three-year performance period. The performance period ends on December 31, 2018.

(3)

The grant date fair values are determined in accordance with ASC 718. The fair value of restricted stock awards is based on the closing price of our Company’s common stock on the grant date, resulting in an estimated fair value of $12.66 for shares granted to Mr. Hudson on March 10, 2016. The fair value of performance share units is based on the closing price of our Company’s common stock on the grant date, resulting in an estimated fair value of $12.66 for units granted on May 5, 2016. The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $4.22 for stock options granted on May 5, 2016.

(4)	On March 10, 2016, Mr. Hudson was awarded a grant of restricted stock, valued at $90,000, with respect to the sale of the Company’s Fire Rescue Group. The 7,109 shares of restricted stock will vest in full on March 10, 2019, subject to his continued employment.

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(1)	Stock options vest ratably (i.e. one-third annually) over three years from the grant date. Pursuant to the Separation Agreement, options issued to Mr. Martin in 2014, 2015, and 2016 will continue to vest so long as he continues to serve as a director.

(2)	During and prior to fiscal year 2007, the exercise price for each option grant was the lowest sale price of our common stock on the grant date. Beginning in fiscal year 2008 and since that date, we use the closing price for our common stock, as reported by the NYSE, on the grant date to determine the exercise price of stock options.

(3)	Restricted stock in this column, granted to Mr. Hudson in March 2016 and to Mr. Miceli in May 2014 and April 2015, respectively, vests in full on the third anniversary of the grant date, subject to continued employment.

(4)	The performance share units granted on April 10, 2015 are earned only if the threshold is met during a three-year performance period ending on December 31, 2017. Any earned shares vest at the end of the performance period.

(5)	The performance share units granted on May 5, 2016 are earned only if the threshold is met during a three-year performance period ending on December 31, 2018. Any earned shares vest at the end of the performance period.

(6)	Based on the closing price of $15.61 per share on December 30, 2016.

(7)

In connection with his retirement from his position of Executive Chairman, Mr. Martin and the Company entered into a Separation Agreement, which became effective on January 8, 2017. Pursuant to the terms of the Separation Agreement, certain adjustments were made to Mr. Martin’s outstanding equity awards reflected in the table above. For further information, please refer to the the section titled “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs” under the heading “Dennis Martin Separation Agreement.”

(1)	None of our NEOs exercised stock options during fiscal year 2016.

(2)	These columns relate to shares that vested in fiscal year 2016 pursuant to performance share unit awards granted in fiscal year 2014 and restricted stock awards granted in fiscal year 2013. In regard to the performance share unit awards, we achieved EPS from continuing operations at the maximum level and 200% of the target units were earned.

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(1)

This qualified retirement plan, which has been frozen since 2006, provides defined payment retirement benefits for certain salaried and hourly employees, including executive officers. Contributions were made on an actuarial group basis and no specific contribution was set aside for any individual participant. The approximate annual pension benefit set forth in the table is based on years of service and compensation, and reflects dollar limitations under the Internal Revenue Code, which limits the annual benefits which may be paid from a tax-qualified retirement plan.

(1)	Amounts are included in the “Salary” column of the Summary Compensation Table.

(2)	Amounts are included in the “All Other Compensation” column of the Summary Compensation Table.

(3)	Aggregate earnings under the plan are not above-market and neither earnings nor losses are included in the Summary Compensation Table.

(4)	Includes the following amounts that were deferred during fiscal years 2015 and 2014, respectively, under the Savings Restoration Plan: Ms. Sherman, $50,328 and $47,422; Mr. Martin, $230,564 and $143,323; Mr. Cooper, $16,597 and $0. Messrs. Hudson and Miceli were not NEOs in fiscal years 2015 or 2014.

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•	Execution of a general release;

•	Non-disclosure of confidential information to a third-party;

•	Non-competition with our Company for 12 months; and

•	Non-solicitation of employees for 12 months.

•	Cash payments equal to the sum of the executive officer’s base salary and current annual bonus target for Tier I executives; cash payments equal to 75% of the executive officer’s base salary and current annual bonus target for Tier II executives; or cash payments equal to 50% of the executive officer’s base salary and current annual bonus target for Tier III executives;

•	Payment of a percentage of targeted annual incentive bonus based on the number of days worked in the current year;

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For Tier I, II and III executives, continuation of health and welfare benefits for up to 12, 9 or 6 months, respectively, following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code);

•	Right to exercise vested options within three months from date of termination (unvested options, performance share units, restricted stock awards and restricted stock units are forfeited); and

•	Vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

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•	The right to exercise vested options until the earlier of the expiration date or five years from date of termination; and

•	Vesting of unvested equity awards.

•	Accrued and unpaid base salary through the date of termination of employment;

•	Immediate vesting of all outstanding and unvested stock options which may be exercised for one year from the date of termination of employment;

•	Immediate vesting or lapse of restrictions on all restricted stock and restricted stock units, as applicable;

•	Immediate vesting of performance share units, with performance shares distributed at the end of the performance period based on the greater of actual or target performance and pro-rated through the date of termination of employment;

•	Pro-rata payment of STIP at target for the current performance period; and

•	Payment of vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

•	Payment of any accrued and unpaid salary through the date of termination and pro-rated annual cash incentive bonus target;

•	A lump-sum cash payment up to two times the sum of the executive’s annual base salary and current annual target bonus opportunity established under the annual bonus plan in which the executive participates;

•	A lump-sum cash payment up to one times the sum of the executive’s annual base salary and annual cash incentive bonus target as further consideration for an 18-month non-compete covenant;

•	Immediate vesting and lapse of restrictions on all equity-based long-term incentives;

•	Immediate vesting and cash-out of all outstanding cash-based long-term incentive awards, if any; and

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Continuation of medical insurance coverage for up to 36 months following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code) and continuation of other health and welfare benefits for up to 12 months at the same premium cost and at the same coverage level available to active employees to the extent not duplicative.

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•	Acquisition by any one person or group of beneficial ownership of 40% or more of the combined voting power of our Company’s then outstanding securities;

•	Replacement of the majority of the directors during any period of 24 consecutive months;

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Consummation of a merger or consolidation of our Company with another corporation, other than: (i) a merger or consolidation in which the combined voting securities of our Company immediately prior to such merger or consolidation continue to represent more than 60% of the combined voting power of the voting securities of our Company or the surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of our Company or similar transaction in which no person or group acquires more than 40% of the combined voting power of our Company’s then outstanding securities;

•	Approval by our stockholders of a plan or an agreement for the sale or disposition of all or substantially all of our Company’s assets; or

•	Any other transaction that our Board designates as being a Change-in-Control. The Board modified the Change-in-Control Policy and the form of Executive Change-in-Control Severance Agreement to remove, after March 2010, Board discretion on designating transactions as a Change-in-Control. This modified policy is included in the Executive Change-in-Control Severance Agreements executed by each NEO.

•

We assumed the executive was in his or her role as of December 31, 2016, with the exception of Mr. Martin, who retired as our Executive Chairman and transitioned to the role of Chairman of the Board effective December 31, 2016. In connection with his retirement, Mr. Martin and the Company entered into a Separation Agreement, which became effective on January 8, 2017. As a non-employee director, Mr. Martin is no longer eligible for executive severance. However, pursuant to the terms of the Separation Agreement, Mr. Martin remains eligible for accelerated vesting of his outstanding equity awards in the event of death, disability or a Change-in-Control. With respect to Mr. Martin, the tables that follow reflect the accelerated vesting implications on his outstanding equity awards in the event of death, disability or a Change-in-Control. For further information on Mr. Martin’s Separation Agreement, please refer to the the section titled “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs” under the heading “Dennis Martin Separation Agreement.”

•	We assumed the executive’s termination date was December 31, 2016;

•	When applicable, we used the closing price of our common stock on December 30, 2016, which was $15.61; and

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•	When applicable, we assumed the executives were subject to a 39.6% federal tax rate, 3.75% state tax rate, 1.45% Medicare tax rate and an additional 0.9% Medicare tax.

(1)	Ms. Sherman’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of her base salary and her bonus at target.

(1)

Mr. Martin retired as our Executive Chairman effective December 31, 2016, at which time he transitioned to the role of Chairman of the Board. In connection with his retirement, Mr. Martin and the Company entered into a Separation Agreement, which became effective on January 8, 2017. Pursuant to the terms of the Separation Agreement, Mr. Martin remains eligible for accelerated vesting of his outstanding equity awards in the event of death, disability or a Change-in-Control. For further information, please refer to the the section titled “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs” under the heading “Dennis Martin Separation Agreement.”

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(1)	Mr. Cooper’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of his base salary and his bonus at target.

(1)	Mr. Hudson’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.0 times the sum of his base salary and his bonus at target.

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(1)	Mr. Miceli’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.0 times the sum of his base salary and his bonus at target.

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(1)

These are fees for professional services for: (i) the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements; and (ii) the audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(3)	These are fees for professional services with respect to tax compliance, advice and planning. Fees incurred principally relate to review of tax returns, preparation of tax returns or supporting documentation and consultation with regard to various tax planning issues.

(4)	No fees were paid for miscellaneous other services that fall outside the other categories above this row.

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•

Our long-term incentive program is designed to align each executive’s goals with the intermediate and long-term goals of our stockholders and are awards are split 50/50 between stock options (which only have value if our share price increases) and performance share units (which are only earned if performance goals are attained and vest over a three-year period). Time-based restricted stock awards, subject to 3-year cliff vesting, may also be awarded in recognition of outstanding individual performance.

•	On an enterprise level, in 2016, we did not meet the earnings performance metric applicable to annual cash incentive awards. As a result, consistent with our pay-for-performance philosophy, none of our NEOs received an annual cash bonus payment for the financial component, weighted at 70%, for fiscal year 2016.

•	Our Compensation and Benefits Committee has taken a conservative approach with regard to base salaries. Base salaries of our NEOs are generally targeted at or below the 50th percentile of competitive market data.

•	We believe our pay practices are favorable to stockholders. For example:

•	Our 2015 Plan does not use liberal share counting;

•	Over the years, we have limited the perquisites available to our executive officers in a manner that we believe is friendly to stockholders. For example, since 2009, we have prohibited any tax gross-up payments, except for such payments provided pursuant to a relocation or expatriate tax equalization

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•

Unless approved by our stockholders, since 2009, we have limited severance payments for NEOs to an amount not exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination or either of the immediate two preceding years and (ii) either the NEO’s current target bonus, or the highest annual bonus awarded to the NEO in any of the three years preceding the year of termination;

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Annual cash incentive payments are subject to a “clawback” policy under which the Company will require, to the extent practicable upon the occurrence of specified events, a Section 16 Officer to repay a portion of his or her performance bonus payment plus a reasonable rate of interest. The clawback policy is triggered by: (i) an accounting restatement or a determination by our Board that the performance results were materially inaccurate; and (ii) a determination that the amount of such performance-based bonus payment would have been less than the amount previously paid to such Section 16 Officer, taking into account the restated financial results or otherwise corrected performance results; and

•

Under the Company’s Executive General Severance Plan, we have limited certain benefits, prevented the payment of duplicative benefits, defined “Cause” (which results in ineligibility for benefits), reduced the ability of the executive to terminate for “Good Reason,” increased the Company’s flexibility to complete corporate transactions without triggering severance obligations, limited the group of employees eligible to participate, and implemented a one-year service requirement for eligibility (with certain limited grandfathering exceptions).

•

Our Section 16 Officers, selected key management personnel and other corporate officers are required to own substantial holdings of our common stock while employed by us. Individual stock ownership targets are based on a multiple of between one and five times the executive’s base salary. Until the target ownership is met, our executive officers’ ability to sell shares of our common stock is limited. In addition, after achieving the ownership target, each executive officer must maintain his or her target ownership level (which is measured annually) and is required to hold 50% of the net shares received from exercised options or vested shares of common stock (over and above the target ownership level) for at least two years from the date of exercise or vesting.

•	The Compensation and Benefits Committee is advised by an independent compensation consultant who keeps the Committee apprised of developments and best practices.

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(1)	All of our equity compensation plans have been approved by our stockholders.

(2)	No additional awards were available for grant under this plan after April 28, 2015.

(3)	“Full value” awards, which include restricted stock awards and performance share units, count as 2.05 shares against the remaining available shares for future issuance under this plan.

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