DEF 14A of Federal Signal Corp /De/, Mar 8, 2024

DEF 14A of Federal Signal Corp /De/

Filed Mar 8, 2024 · FY20230000277509-24-000014

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name (1)(2) | Age | Director Since | Occupation and Experience | Independent | Audit Committee | Compensation and Benefits Committee | Governance and Sustainability Committee | | Katrina L. Helmkamp (3) | 58 | 2023 | Former Chief Executive Officer (“CEO”), Cartus Corporation | Yes | ✓ | | | | Eugene J. Lowe, III | 56 | 2019 | President and CEO, SPX Technologies, Inc. | Yes | ✓ | ✓ | | | Dennis J. Martin (4) | 73 | 2008 | Chairman and former CEO, Federal Signal Corporation | Yes | | | |

  3. DIRECTOR NOMINEES

    | Name | Age | Director Since | Occupation and Experience | Independent | Audit Committee | Compensation and Benefits Committee | Governance and Sustainability Committee | | Bill Owens | 73 | 2011 | Former Governor of Colorado | Yes | | ✓ | Chair | | Shashank Patel | 63 | 2021 | Chief Financial Officer (“CFO”), Watts Water Technologies, Inc. | Yes | ✓ | | | | Brenda L. Reichelderfer (4) | 65 | 2006 | Director of Tribus Aerospace and Moog, Inc. | Yes | | Chair | ✓ | | Jennifer L. Sherman | 59 | 2016 | President and CEO, Federal Signal Corporation | No | | | | | John L. Workman | 72 | 2014 | Former CEO, Omnicare, Inc. | Yes | Chair | ✓ | ✓ |

  4. DIRECTOR NOMINEES

    (1)All nominees are current directors. (2)Each director attended at least 75% of the aggregate of all fiscal year 2023 meetings of the Board and each Committee on which he or she served during the portion of the year in which such director served. (3)Ms. Helmkamp joined the Audit Committee on November 20, 2023, simultaneous with her appointment to the Board as a non-employee director. (4)The Board has determined that Mr. Martin is independent under the listing requirements of the NYSE because, among other things, he has not served as an employee of the Company since December 2015. However, the governance guidelines of certain proxy advisory services and certain of the Company’s stockholders may not consider a former CEO to be independent. Therefore, the Board has appointed Brenda L. Reichelderfer to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chair.

  5. Information Regarding Directors and Nominees

    Information Regarding Directors and Nominees On an annual basis, the Governance and Sustainability Committee reviews with our Board the applicable skills and characteristics required of Board nominees and recommends nominees to the Board. The Governance and Sustainability Committee is comprised solely of independent members of our Board. When identifying nominees, the Governance and Sustainability Committee considers: (i) current Board composition; (ii) past performance for existing director nominees; (iii) the Company’s objectives and position; and (iv) the qualifications and qualities of individual candidates. Characteristics with particular relevance and weight include core competencies, experience, independence, level of commitment, integrity, high personal and professional ethics, personal accomplishment, understanding of our business, gender, age, ethnic and other diversity. The Governance and Sustainability Committee may also engage a third party to assist in identifying potential director nominees. The Governance and Sustainability Committee believes that the eight individuals nominated for election at the Annual Meeting meet its objectives for identifying director nominees, as summarized below: •63% of our directors have a tenure of more than six years, 25% have a tenure of between two and six years and 12% have a tenure of less than two years; •The average age of our directors and nominees is 65 years; •38% of our directors are female; •Two of our directors self-identify as a member of a minority group; and •Seven are independent, with Ms. Sherman, our CEO, being the only director not considered independent.

  6. Summary of Attributes of Directors and Nominees

    Summary of Attributes of Directors and Nominees

  7. Summary of Attributes of Directors and Nominees

    | | Helmkamp | Lowe | Martin | Owens | Patel | Reichelderfer | Sherman | Workman | | Knowledge, Skills and Experience | | | | | | | | | | Public Board Experience* | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Executive Management Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Expertise | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Legal | | ✓ | | | | | ✓ | | | Government/Regulatory Experience | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | International | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Sustainability/Corporate Responsibility | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Mergers and Acquisitions | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Innovation and Technology | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Cybersecurity | | ✓ | | | ✓ | | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Manufacturing | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Gender | | | | | | | | | | Male | | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Female | ✓ | | | | | ✓ | ✓ | | | Race/Ethnicity | | | | | | | | | | White/Caucasian | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Asian | | | | | ✓ | | | | | Other | | | | | | | | | | Minority Group Member | | | | | ✓ | ✓ | | |

  8. Summary of Attributes of Directors and Nominees

    *Denotes experience serving on the Board of Directors of one or more public companies other than Federal Signal Corporation. For additional information on each of our directors and nominees, set forth below are their respective biographical summaries, along with a description of the key qualifications and relevant experience that led the Board to conclude that he or she is well-qualified to serve as a member of our Board.

  9. Summary of Attributes of Directors and Nominees

    | | Ms. Helmkamp served as CEO of Cartus Corporation, the global relocation services subsidiary of Anywhere Real Estate (NYSE: HOUS) from 2018 until her retirement in January 2023. Previously, Ms. Helmkamp served as CEO of Lenox Corporation from 2016 to 2018 and as chief executive officer of SVP Worldwide from 2010 through 2014. She also served as senior vice president, North America Product for Whirlpool Corporation from 2008 to 2010 and as vice president, Global Refrigeration for Whirlpool Corporation from 2007 to 2008. Earlier in her career, Ms. Helmkamp served clients in the industrial goods, consumer goods, and services industries as a partner with The Boston Consulting Group. Ms. Helmkamp has significant experience developing and implementing business strategy, driving both organic and inorganic growth, and leveraging technology and operational improvements to improve profits. Ms. Helmkamp has served as an independent director of IDEX Corporation (NYSE: IEX) since 2015 and is currently Non-Executive Chair of IDEX Corporation. She also serves as an independent director of KPMG, LLP. Ms. Helmkamp received a Bachelor of Science in industrial engineering and an MBA from Northwestern University. | | Katrina L. Helmkamp | | | Age: 58 | Key Qualifications: | | Director since November 2023 | • Expertise in strategic planning and marketing | | | • Extensive experience in operations, innovation and new product development | | | • Significant international business experience | | Committees: | | | •Audit | |

  10. Summary of Attributes of Directors and Nominees

    | | Mr. Lowe has served as President and CEO and a director of SPX Technologies, Inc. (“SPX”) (NYSE: SPXC) since September 2015. SPX is a supplier of highly engineered products and technologies, holding leadership positions in the HVAC, and detection and measurement markets. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. | | Eugene J. Lowe, III | | | Age: 56 | Key Qualifications: | | Director since February 2019 | • Current public company CEO with vast experience in operations | | | • Expertise in strategic planning and marketing | | | • Extensive business development experience | | Committees: | | | •Audit | | | •Compensation and Benefits | |

  11. Summary of Attributes of Directors and Nominees

    | | Mr. Martin was named Chairman of the Board on January 1, 2017. He previously served as our Executive Chairman beginning in January 2016, and as our President and CEO from October 2010 through December 2015. Mr. Martin has been a member of our Board since March 2008. Prior to becoming our President and CEO, Mr. Martin served as an independent business consultant to manufacturing companies. Mr. Martin served as a director of Essendant Inc. (formerly NASDAQ: ESND), a leading supplier of workplace essentials, from July 2016 to January 2019. From May 2001 to August 2005, Mr. Martin was the Chairman, President and CEO of General Binding Corporation, a manufacturer and marketer of binding and laminating office equipment (formerly NASDAQ: GBND), until its acquisition by Acco World Brands. Mr. Martin served as a director of HNI Corporation, a provider of office furniture and hearths (NYSE: HNI), from July 2000 to May 2016. Mr. Martin served on the Board of Directors of Coleman Cable, Inc. (“Coleman”), a manufacturer and innovator of electrical and electronic wire and cable products (formerly NASDAQ: CCIX), from February 2008 until February 2014 when Coleman was purchased by Southwire Company. Mr. Martin also served on the Board of Directors of A. O. Smith Corporation, a manufacturer of water heating systems and electric motors (NYSE: AOS), from January 2004 until December 2005. | | Dennis J. Martin | | | Age: 73 | Key Qualifications: | | Director since March 2008 | • Expertise in manufacturing and business process engineering | | | • Accomplished sales strategist | | | • In-depth knowledge of our Company and its operations as our former President and CEO | | Committees: | | | • None | |

  12. Summary of Attributes of Directors and Nominees

    | | Mr. Owens serves as a Senior Director of government law and policy at Greenberg Traurig, LLP, an international law firm. Mr. Owens served as Governor of Colorado from 1999 to 2007. Prior to that, he served as Treasurer of Colorado and as a member of the Colorado Senate and the Colorado House of Representatives. In 2021, Mr. Owens joined the Board of Directors of Ocean Biomedical Inc. (NASDAQ: OCEA). From 2010 to 2020, Mr. Owens served on the Board of Directors of High Point Resources, an independent oil and gas company (NYSE: HPR). From 2010 to 2019, Mr. Owens served on the Board of Directors of Cloud Peak Energy, Inc., a steam coal producer (formerly NYSE: CLD). Mr. Owens served on the Board of Directors of Key Energy Services, Inc. an oil well services company (OTC: KEGX) from 2007 to 2016. Mr. Owens resigned as the Chairman of the Supervisory Board of the Credit Bank of Moscow on February 27, 2022, a position he had held with the investor-owned bank headquartered in Moscow since 2013. | | Bill Owens | | | Age: 73 | Key Qualifications: | | Director since April 2011 | • Extensive experience in international business | | | • Management expertise across a broad range of industries | | Committees: | • Distinguished government background | | •Governance and Sustainability (Chair) | | | •Compensation and Benefits | |

  13. Summary of Attributes of Directors and Nominees

    | | Since July 2018, Mr. Patel has served as the CFO of Watts Water Technologies, Inc. (“Watts”) (NYSE: WTS), a global manufacturer of plumbing, heating, and water quality product lines. Prior to joining Watts, Mr. Patel spent a combined 21 years globally at Xylem Inc. (NYSE: XYL) and ITT Corporation (NYSE: ITT), holding several leadership positions of increased responsibilities in finance, operations and engineering. Mr. Patel graduated from the University of London with a Bachelor of Science in chemical engineering and received an MBA from the Peter Drucker School of Management at Claremont Graduate University in California. | | Shashank Patel | | | Age: 63 | Key Qualifications: | | Director since October 2021 | • Current public company CFO with vast experience leading global finance organizations | | | • Management expertise across a broad range of industries | | | • Financial expertise | | Committees: | | | • Audit | |

  14. Summary of Attributes of Directors and Nominees

    | | Ms. Reichelderfer was elected Lead Independent Director of the Board effective April 30, 2019, and has served as a director since October 2006. Since March 2021, she has served on the Board of Directors of John Wood Group PLC, a global leader in consulting and engineering, operating across energy and the built environment (LSE: WG). Since January 2016, she has served on the Board of Directors of Moog Inc., a designer and manufacturer of precision motion and fluid control systems for aerospace, defense and industrial markets worldwide (NYSE: MOG-A). Ms. Reichelderfer also serves on the Board of Directors of Tribus Aerospace (“Tribus”), an aerospace components manufacturing group owned by a private equity firm, a position she has held since November 2017. From June 2021 through January 2022, Ms. Reichelderfer served as Interim CEO of Tribus while it searched for a new leader. From February 2019 to November 2022, Ms. Reichelderfer served on the Board of Directors of Hermetic Solutions Group, a military/aerospace component supplier owned by a private equity firm. From July 2008 to December 2017, she was Senior Vice President and Managing Director of TriVista Business Group. From June 2011 to April 2017, Ms. Reichelderfer served on the Board of Directors of Meggitt PLC, a global defense and aerospace firm, the shares of which are listed on the London Stock Exchange (LSE: MGGT). Until May 2008, Ms. Reichelderfer was Group President (from December 1998), Senior Vice President (from December 2002) and Corporate Director of Engineering and Chief Technology Officer (from October 2005) of ITT Inc., a global engineering and manufacturing company (NYSE: ITT). Ms. Reichelderfer self-identifies as a member of a minority group. | | Brenda L. Reichelderfer | | | Age: 65 | Key Qualifications: | | Director since October 2006 | • Expertise in growing industrial and aerospace businesses | | | • Extensive experience in operations, innovation and new product development | | Committees: | • Significant international business experience | | •Compensation and Benefits (Chair) | | | •Governance and Sustainability | |

  15. Summary of Attributes of Directors and Nominees

    | | Ms. Sherman was appointed President and CEO of our Company on January 1, 2016, and joined our Board on the same date. Prior to that, she served as our COO from April 2014 through December 2015, Chief Administrative Officer from October 2010 to April 2014 and General Counsel from March 2004 to November 2015. Ms. Sherman has been an employee of our Company since 1994. She also serves on the Board of Directors of Franklin Electric Co., Inc., a global water and fueling system manufacturer (NASDAQ: FELE), a position she has held since January 2015. Ms. Sherman is also committed to supporting non-profit organizations through her board participation in a number of charities, including the Field Museum and WTTW/WFMT (Chicago Public Television and Fine Arts Radio). | | Jennifer L. Sherman | | | Age: 59 | Key Qualifications: | | Director since January 2016 | • In-depth understanding of our Company and its industry | | | • Extensive experience across a broad range of areas, including finance, legal, compliance, governance and business operations | | Committees: | | | • None | |

  16. Summary of Attributes of Directors and Nominees

    | | Dr. Workman retired in June 2014 as CEO of Omnicare, Inc., a healthcare services company specializing in the management of pharmaceutical care in 47 states, a position he had held since June 2012 (formerly NYSE: OCR). From February 2011 to June 2012, he was Omnicare's President and CFO and held the position of Executive Vice President and CFO from November 2009 until February 2011. Dr. Workman also served on the Board of Directors of Omnicare, Inc. from September 2012 to June 2014. From September 2004 to November 2009, Dr. Workman served as Executive Vice President and CFO of HealthSouth Corporation (now Encompass Health Corporation) (NYSE: EHC)), a provider of inpatient rehabilitation services in the U.S. Dr. Workman held the positions of CEO (from February 2003 to April 2004), COO (from October 2002 to February 2003), and CFO (from August 1998 to October 2002) of U.S. Can Corporation (formerly NYSE: USC), a manufacturer of aerosol and general line cans sold in the U.S., Europe and South America. Dr. Workman has been a member of the Board of Directors of Agiliti Health, Inc. (NYSE: AGTI), a company that provides technology and medical equipment to the healthcare industry, since November 2014 and was Agiliti’s non-Executive Chairman of the Board until April 2015. Since July 2015, Dr. Workman serves as a director of CONMED Corporation (NYSE: CNMD), an international manufacturer of equipment and disposables for orthopedic and other general lines of surgery. He has also served as a director of Care Capital Properties, Inc. (formerly NYSE: CCP), a healthcare REIT, from August 2015 until the company’s merger with Sabra Health Care Reit (NASDAQ: SBRA). Dr. Workman is a Certified Public Accountant (inactive). | | John L. Workman | | | Age: 72 | Key Qualifications: | | Director since February 2014 | • Broad-based executive and leadership experience in a variety of businesses and disciplines | | | • Financial expertise | | Committees: | • Executive experience with focus on optimizing capital structure | | •Audit (Chair) | | | •Compensation and Benefits | | | •Governance and Sustainability | |

  17. INFORMATION CONCERNING THE BOARD

    INFORMATION CONCERNING THE BOARD

  18. Director Compensation in the Last Fiscal Year

    Director Compensation in the Last Fiscal Year The following table details the compensation provided to each non-employee director for fiscal year 2023. Our President and CEO, Ms. Sherman, did not receive any additional compensation for her service on our Board in 2023.

  19. Non-Employee Director Compensation in Fiscal Year 2023

    Non-Employee Director Compensation in Fiscal Year 2023

  20. Non-Employee Director Compensation in Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards (2) | Other Compensation | Total | | Katrina L. Helmkamp (3) | $9,997 | $— | $— | $— | $9,997 | | Eugene J. Lowe, III | $95,000 | $125,000 | $— | $— | $220,000 | | Dennis J. Martin (4) | $125,000 | $135,000 | $— | $3,000 | $263,000 | | Bill Owens | $99,500 | $125,000 | $— | $— | $224,500 | | Shashank Patel (5) | $89,000 | $125,000 | $— | $— | $214,000 | | Brenda L. Reichelderfer (6) | $117,000 | $125,000 | $— | $— | $242,000 | | John L. Workman | $113,000 | $125,000 | $— | $— | $238,000 |

  21. Non-Employee Director Compensation in Fiscal Year 2023

    (1)Each non-employee director is issued a stock award annually. The annual award is determined by dividing the grant date value of the equity award (i.e., in 2023, $135,000 in the case of our Chairman and $125,000 for all other non-employee directors) 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 non-employee directors on April 25, 2023, at a closing share price of $51.04: 2,645 shares of common stock to Mr. Martin as Chairman; 2,450 shares of common stock to Ms. Reichelderfer as Lead Independent Director; and 2,450 shares of common stock to each of Mr. Lowe, Mr. Owens, Mr. Patel and Dr. Workman. As of December 31, 2023, each non-employee director held the following aggregate number of shares: Ms. Helmkamp, 65 shares; Mr. Lowe, 17,832 shares; Mr. Martin, 523,550 shares; Mr. Owens, 75,673 shares, including 19,245 deferred shares held in the form of restricted stock units; Mr. Patel, 7,175 shares; Ms. Reichelderfer, 82,784 shares; and Dr. Workman, 61,495 shares. Directors electing to defer the receipt of shares have the right to receive a cash payment, at the same time as the ultimate distribution of the applicable shares, equal to the dividends that would have been received if the director had elected to receive such shares upon issuance. As of December 31, 2023, accumulated dividend equivalents associated with these deferred stock units were as follows: Mr. Owens, $24,380. Annual stock awards to non-employee directors vest immediately upon issuance. (2)Effective in fiscal year 2018, certain changes were made to non-employee director compensation to align with director compensation programs utilized by the Company’s peer group, including elimination of initial non-qualified stock option awards to new directors upon their appointment to the Board. (3)Ms. Helmkamp was appointed as a non-employee director effective November 20, 2023. Her fees in the first column are comprised of the pro-rata payment of an annual retainer and Audit Committee membership fees totaling $8,986 and $1,011, respectively. As Ms, Helmkamp has not yet met her target stock ownership level, 50% of her fees earned in 2023 were paid in shares of our common stock, with the remainder paid in cash. (4)Mr. Martin served as Chairman during 2023. His fees in the first column are comprised of an annual retainer of $125,000 which he received in that capacity. Mr. Martin’s “Other Compensation” in 2023 represents the Company’s match of donations made by Mr. Martin to eligible charitable organizations during 2023. (5)Up until the point at which Mr. Patel met his target stock ownership level during 2023, 50% of his fees earned in 2023 were paid in shares of our common stock, with the remainder paid in cash. (6)Ms. Reichelderfer served as Lead Independent Director during 2023. Her fees in the first column include an annual retainer of $95,000 which she received in that capacity.

  22. Additional Information about Director Compensation

    Additional Information about Director Compensation In advising our Board on compensation for non-employee directors, the Governance and Sustainability Committee may consult third-party advisors (as it did with respect to director compensation in 2023), generally available source material, proxy statements and data from peer companies, which are typically the same companies used for executive compensation benchmarking purposes (see “Compensation Discussion and Analysis — Benchmarks for Executive Compensation”). Non-employee directors receive both cash and equity compensation and are subject to a stock ownership requirement designed to align their interests with those of our stockholders. Our employee director, Ms. Sherman, is subject to stock ownership requirements as an executive officer (see “Compensation Discussion and Analysis — Executive Stock Ownership Guidelines”).

  23. 2023 Cash Compensation of Our Non-Employee Directors

    2023 Cash Compensation of Our Non-Employee Directors

  24. 2023 Cash Compensation of Our Non-Employee Directors

    | | Annual Retainer | | Chair | $125,000 | | Lead Independent Director | $95,000 | | Director (excluding Chair and Lead Independent Director) | $80,000 | | Audit Committee Chair | $21,000 | | Audit Committee Member (non-Chair) | $9,000 | | Compensation & Benefits Committee Chair | $16,000 | | Compensation & Benefits Committee Member (non-Chair) | $6,000 | | Governance & Sustainability Committee Chair | $13,500 | | Governance & Sustainability Committee Member (non-Chair) | $6,000 |

  25. Executive Compensation Program Updates During Fiscal Years 2023 and 2024

    Executive Compensation Program Updates During Fiscal Years 2023 and 2024 The Committee took a number of actions with respect to our compensation and benefits programs, including the following: •In 2023, the Committee decided to maintain the performance metrics applicable to annual cash incentive awards made under the STIP to be based on financial and individual objectives. In 2023, the STIP comprised the following components: earnings (weighted at 60%), EBITDA margin (weighted at 20%), and individual objectives (weighted at 20%). •In 2023, long-term equity incentive award grants to our NEOs consisted of the following: 50% PSUs, 25% stock options, and 25% restricted stock awards. The equity mix is consistent with market-based executive incentive compensation practices and aligns incentive pay with the Company’s long-term focus, goals, and initiatives. •In setting targets for PSUs granted as part of the annual award in 2023, the Committee retained both a three-year performance period and the applicable performance metrics, i.e., EPS from continuing operations (weighted at 75%), return on invested capital (weighted at 25%) and relative TSR (performance modifier). •In considering the design of the STIP and Long-Term Incentive Plan (“LTIP”) for 2024, the Committee decided to retain the same structure that was used in 2023.

  26. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation programs link compensation to the performance and growth of our businesses, aligning the interests of our executives with those of our stockholders in a manner designed to maximize the returns for both. Our compensation programs: (i) consider performance relative to both individual and company/business unit financial objectives; (ii) emphasize and incentivize teamwork; and (iii) reward employees who think and behave like business owners. Our executive compensation philosophy is guided by the following principles: •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, during all business cycles, to attract, motivate and retain experienced executives 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; •Performance should be evaluated holistically, and include an assessment of objectives relative to applicable sustainability risk and metrics; •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. Our independent compensation consultant, Meridian, assisted us in a 2023 review of compensation practices of comparator peer companies to ensure that our executive compensation programs are competitive with the market. Our comparator peer group is reviewed annually and refined as appropriate to reflect the appropriate median revenue, market capitalization and industry classification composition. Our cash and equity incentive plans reflect our compensation philosophy and are designed to drive both short-term and long-term value creation.

  27. Independent Compensation Consultant

    Independent Compensation Consultant For fiscal year 2023, Meridian assisted the Committee in its annual review of our executive compensation programs, including assistance in developing benchmarks for executive compensation and preparation of our proxy statement. Meridian also participated in select Committee meetings. The aggregate fees paid to Meridian for executive compensation services in fiscal year 2023 totaled $96,963. The Committee discussed the independence of Meridian, considering each of the factors set forth in Rule 10C-1(b)(4) under the Securities Exchange Act of 1934, as amended, and NYSE rules. As part of its review, the Committee received a letter from Meridian that discussed its independence and provided relevant disclosure regarding the SEC and NYSE factors. Following its review, the Committee determined that Meridian was independent.

  28. Benchmarks for Executive Compensation

    Benchmarks for Executive Compensation Compensation levels for our executives are compared to the compensation paid to executives at the peer companies listed below as well as executive compensation survey data. Our objective is to attract and retain the most highly qualified executives. In doing so, we draw from a pool of talent that is highly sought after by large and established companies within a market that is global in scope. The Committee, with the assistance of Meridian, reviews and updates the Company’s peer group annually and as needed to better align our business with relevant comparator companies. After consulting with Meridian, the Committee decided to retain the same peer group for fiscal year 2023 as for fiscal year 2022.

  29. Benchmarks for Executive Compensation

    | 2023 Peer Group Companies | | | • Alamo Group Inc. | • Franklin Electric Co., Inc. | | • Altra Industrial Motion Corp. | • Graco Inc. | | • Astec Industries, Inc. | • John Bean Technologies Corporation | | • Barnes Group Inc. | • MSA Safety Incorporated | | • Blue Bird Corporation | • REV Group, Inc. | | • Brady Corporation | • Standex International Corporation | | • Columbus McKinnon Corporation | • Tennant Company | | • Douglas Dynamics, Inc. | • The Manitowoc Company, Inc. | | • Enerpac Tool Group Corp. (formerly Actuant Corp.) | • TriMas Corporation | | • EnPro Industries, Inc. | • Wabash National Corporation | | • ESCO Technologies Inc. | |

  30. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentives may be earned and paid through the STIP, based on the achievement of: (i) one or more financial objectives; and (ii) individual performance. For fiscal year 2023, the financial objectives component represented 80% of the target annual bonus opportunity and the individual performance component comprised the remaining 20%. The following chart outlines the components of the STIP for each of our NEOs for fiscal year 2023:

  31. Annual Cash Incentives

    | Component | Percentage of Target Annual Bonus Opportunity | Company Level | | Earnings (financial metric) | 60% | Based on consolidated income before income taxes, adjusted for unusual or nonrecurring items that were not contemplated in the annual target setting process. As Company income taxes are impacted by external factors outside the control of the majority of STIP participants, the Committee determined that income taxes should not factor into the calculation. | | EBITDA Margin (financial metric) | 20% | Based on the ratio of consolidated EBITDA, adjusted for unusual or nonrecurring items that were not contemplated in the annual target setting process, divided by consolidated net sales. | | Individual Objectives (non-financial metric) | 20% | Based on the achievement of individual objectives, consisting of an individual performance goals rating and a competencies rating. |

  32. Annual Cash Incentives

    Target goal achievement results in a corresponding cash incentive award equal to a pre-set percentage of the executive’s base salary. The pre-set percentage for each executive is based on competitive market data as well as other factors including (i) level of job responsibility; (ii) prior experience and breadth of knowledge; and (iii) market factors. Threshold level of performance against the financial targets pays out at 33% of target, target level of performance against the financial targets pays out at 100% of target, and maximum level of performance against the financial targets pays out at 200% of target. If performance falls between the threshold and target goals or the target and maximum goals, the bonus percentage and resulting cash incentive award earned is interpolated on a straight-line basis between the end-points. The threshold, target and maximum goals relating to the financial-based incentives at the Company level are set forth below.

  33. Annual Cash Incentives

    | Financial-Based Metric | Threshold | Target | Maximum | Actual | | Adjusted income before income taxes ($ in millions) | $150.5 | $167.6 | $185.2 | $204.9 | | Adjusted EBITDA margin % | 12.0% | 14.8% | 16.0% | 16.6% |

  34. Annual Cash Incentives

    The remaining target annual bonus opportunity is based on the achievement of individual objectives, consisting of an individual performance goals rating and a competencies rating. Performance is measured by the numerical scores the executive receives in the annual performance appraisal process. Based on an assessment of performance and contributions to the Company, an individual has the opportunity to earn up to 200% of the individual objective target. We believe that including an individual performance component allows us to reward outstanding individual performance regardless of overall financial performance and to limit bonuses for those who have underperformed. Based on the aggregation of the two components, participants may earn up to 200% of their target annual bonus opportunity. Calculations of award levels and actual performance levels are subject to adjustment at the discretion of the Committee. Historically, the Committee has made adjustments to awards and actual performance levels for items considered to be extraordinary or nonrecurring or other items the Committee determines should not impact the awards to plan participants, favorably or unfavorably. The Committee believes our annual cash incentive design motivates individuals and ensures accountability. At the same time, the Committee retains broad discretion to adjust or discontinue annual cash incentives on an annual basis to accommodate changing market conditions and Company objectives. Typically, in February of each year, the Committee determines the annual cash incentive awards, if any, based upon prior-year performance. Payouts generally occur in March. Based on actual performance at the Company level against targets in 2023, the Committee determined a payout percentage of 200% of target for the financial-based incentives. In recognition for their contributions to the Company during 2023, and performance against their individual objectives for the year, each of our NEOs earned the maximum level of achievement under the individual objective component of the 2023 STIP. The table below sets forth target annual bonus opportunities and annual incentive bonuses awarded to each of our NEOs under our STIP for fiscal year 2023.

  35. Annual Cash Incentives

    | Name | Target Bonus Opportunity as Percentage of Salary | Total Target Incentive | Total STIP Payment as Percentage of Total Target Incentive | Total STIP Payment | | Jennifer L. Sherman | 110% | $1,040,944 | 200% | $2,081,889 | | Mark D. Weber | 75% | $446,119 | 200% | $892,238 | | Ian A. Hudson | 70% | $336,888 | 200% | $673,775 | | Diane I. Bonina | 50% | $186,250 | 200% | $372,500 | | Lauren B. Elting | 40% | $116,688 | 200% | $233,376 |

  36. Annual Cash Incentives

    In considering the design of the STIP for fiscal year 2024, the Committee decided to use the same combination of financial and individual objectives metrics.

  37. Long-Term Equity Incentives

    Long-Term Equity Incentives We believe equity ownership plays a key role in aligning the interests of our executives with our stockholders and longer-term performance goals. Our long-term equity incentive awards are designed to simultaneously attract, motivate and retain experienced executives and to encourage their commitment to our long-term business strategy and success. Typically, the Committee grants long-term equity incentive awards on an annual basis as well as periodically upon promotion or hiring. The Committee emphasizes pay-for-performance by structuring awards to our executive officers determined in accordance with Rule 16a-1(f) (“Section 16 Officers”), with three components: PSUs, stock options and restricted stock awards. The table below illustrates the mix of our annual equity awards that have been used since 2017:

  38. Long-Term Equity Incentives

    | Compensation Elements | Mix | Primary Financial Metric(s) | | PSUs | 50% | EPS from Continuing Operations (75%), ROIC (25%) and Relative TSR (modifier) | | Stock Options | 25% | Stock Price | | Restricted Stock | 25% | N/A |

  39. Long-Term Equity Incentives

    In 2023, the Committee granted long-term equity incentive awards to each of our NEOs in the form of stock options, PSUs, and time-based restricted stock, with targeted grant-date values as specified below:

  40. Long-Term Equity Incentives

    | Name | PSUs | Stock Options | Restricted Stock Awards | Total Long-Term Incentive Award | | Jennifer L. Sherman | $1,800,039 | $900,009 | $899,940 | $3,599,988 | | Mark D. Weber | $600,031 | $300,038 | $299,928 | $1,199,997 | | Ian A. Hudson | $387,517 | $193,758 | $193,718 | $774,993 | | Diane I. Bonina | $225,073 | $112,488 | $112,428 | $449,989 | | Lauren B. Elting | $89,964 | $45,013 | $45,023 | $180,000 |

  41. Long-Term Equity Incentives

    PSUs PSUs are earned only if the Company achieves performance targets tied to two key financial metrics — EPS from continuing operations (weighted at 75%) and ROIC (weighted at 25%). In our view, EPS from continuing operations and ROIC are relevant measures because they most directly affect long-term stock price appreciation. PSU awards utilize threshold, target and maximum goals. Performance at the end of the applicable performance period against those targets results in a corresponding percentage of earning of such awards from 50% at threshold level of performance, to 100% at target level of performance, and to 200% at maximum level of performance. If performance falls between the threshold and target goals or the target and maximum goals, the bonus percentage and resulting equity award earning is interpolated on a straight-line basis between the end-points. If the Company does not achieve a threshold level of performance for each metric measured independently, no PSUs are earned and no shares are issued with respect to the corresponding percentage of the award tied to that metric. In 2022, the Company introduced a relative TSR component to its PSUs, whereby the amount of PSUs earned based on performance against the two financial metrics may be modified by comparing the Company’s TSR performance over the multi-year performance period to that of the S&P 600 Capital Goods Index. The TSR modifier will only apply if the Company’s TSR performance over the performance period is in the top or bottom quartile of the S&P 600 Capital Goods Index. If the Company’s TSR performance over the performance period is in the top quartile of the S&P 600 Capital Goods Index (“TSR Outperformance”), the financial performance payout will be increased by a factor of 20% (up to a maximum potential payout to 240% of target). Similarly, if the Company’s TSR performance over the performance period is in the bottom quartile of the S&P 600 Capital Goods Index (“TSR Underperformance”), the financial performance payout will be decreased by a factor of 20%, as illustrated in the table below:

  42. Long-Term Equity Incentives

    | Financial Performance Payout | TSR Underperformance (-20%) | TSR Outperformance (+20%) | | 50% (threshold) | 40% | 60% | | 100% (target) | 80% | 120% | | 200% (maximum) | 160% | 240% |

  43. Long-Term Equity Incentives

    This structure advances our compensation philosophy by strengthening the link between the long-term interests of our executives and stockholders. In 2023, the Committee granted Ms. Sherman, Mr. Weber, Mr. Hudson, Ms. Bonina, and Ms. Elting PSUs of 33,254; 11,085; 7,159; 4,158; and 1,662, respectively. PSUs have a potential payout range of 0% to 240% of target, based upon (i) achieving certain performance targets during a three-year performance period ending December 31, 2025 and (ii) relative TSR compared to the S&P 600 Capital Goods Index over the performance period. These awards are subject to vesting requirements, whereby each recipient must remain employed through the end of the performance period. For PSUs granted in fiscal year 2021, the performance period was the three-year period ended on December 31, 2023. Based on actual results over the performance period, shares were earned at 132% of target. In the first quarter of 2024, earned shares were issued to recipients who were employed by the Company on December 31, 2023. For PSUs granted as part of the annual incentive award in fiscal years 2022 and 2023, the performance period was also set at three years such that actual performance will be determined at the end of fiscal years 2024 and 2025, respectively. The PSUs which vest at the end of fiscal year 2024 will be the first PSUs to include the TSR modifier, introduced in 2022, in determining actual performance. Stock Options Stock options have value only if our share price appreciates over the grant date stock price, and stock options vest ratably over a three-year period measured from the date of grant and typically expire 10 years from the date of grant. In 2023, the Committee granted Ms. Sherman, Mr. Weber, Mr. Hudson, Ms. Bonina, and Ms. Elting options to purchase 51,606; 17,204; 11,110; 6,450; and 2,581 shares of our common stock, respectively, at an exercise price of $51.81 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. Restricted Stock Restricted stock awards cliff vest three years from the grant date. In 2023, the Committee granted Ms. Sherman, Mr. Weber, Mr. Hudson, Ms. Bonina, and Ms. Elting restricted stock awards of 17,370; 5,789; 3,739; 2,170; and 869, respectively. All restricted stock awards granted to Ms. Sherman, Mr. Weber, Mr. Hudson, Ms. Bonina, and Ms. Elting in 2023 vest in full on the third anniversary of the grant date, subject to continued employment. The Committee maintains the discretion and flexibility to grant other equity incentives on a case-by-case basis in accordance with our compensation philosophy and to promote internal equity. For example, the Committee may award time-based restricted stock awards or units to certain executives, new hires, executives being promoted, and international employees in particular, in substitution for or in addition to one or more components of the standard grant described above. The award value and the type of grant will take into account applicable law, administrative concerns and competitive market data for the specific executive and country at issue.

  44. Compensation Policy Regarding Tax Gross-Up Payments and Limitation of Severance Benefits

    Compensation Policy Regarding Tax Gross-Up Payments and Limitation of Severance Benefits Our compensation policy provides as follows: •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). This compensation policy does not alter the terms of any agreement or compensation or benefit plan in effect before the adoption of the policy in 2009, including a change-in-control agreement with Ms. Sherman that was executed before 2009.

  45. Summary Compensation Table

    Summary Compensation Table The table below sets forth information concerning compensation paid to or accrued by our NEOs during the last three fiscal years, except with respect to Ms. Bonina, who was not an NEO in 2021.

  46. Summary Compensation Table for Fiscal Years 2021 through 2023

    Summary Compensation Table for Fiscal Years 2021 through 2023

  47. Summary Compensation Table for Fiscal Years 2021 through 2023

    | Name and Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Non- qualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | | Jennifer L. Sherman, President and CEO | 2023 | $941,719 | $— | $2,699,979 | $900,009 | $2,081,889 | $36,920 | $209,163 | $6,869,679 | | | 2022 | $911,458 | $— | $2,399,975 | $800,024 | $1,382,535 | $— | $157,839 | $5,651,831 | | | 2021 | $859,158 | $— | $2,174,974 | $725,020 | $731,500 | $— | $181,561 | $4,672,213 | | Mark D. Weber, Senior Vice President and COO | 2023 | $591,937 | $— | $899,959 | $300,038 | $892,238 | $— | $114,088 | $2,798,260 | | | 2022 | $572,917 | $— | $749,976 | $250,019 | $553,014 | $— | $93,510 | $2,219,436 | | | 2021 | $528,608 | $— | $637,500 | $212,491 | $292,600 | $— | $100,298 | $1,771,497 | | Ian A. Hudson, Senior Vice President and CFO | 2023 | $478,931 | $— | $581,235 | $193,758 | $673,775 | $— | $80,453 | $2,008,152 | | | 2022 | $463,542 | $— | $543,723 | $181,270 | $415,479 | $— | $67,769 | $1,671,783 | | | 2021 | $434,359 | $— | $524,992 | $174,998 | $219,830 | $— | $71,740 | $1,425,919 | | Diane I. Bonina, Vice President and General Counsel | 2023 | $367,917 | $— | $337,501 | $112,488 | $372,500 | $— | $35,766 | $1,226,172 | | | 2022 | $275,779 | $— | $368,737 | $106,252 | $174,984 | $— | $19,348 | $945,100 | | Lauren B. Elting, Vice President, Chief Accounting Officer and Corporate Controller | 2023 | $289,850 | $— | $134,987 | $45,013 | $233,376 | $— | $42,623 | $745,849 | | | 2022 | $276,250 | $— | $187,492 | $37,503 | $153,490 | $— | $30,572 | $685,307 | | | 2021 | $250,349 | $— | $100,464 | $33,523 | $77,520 | $— | $33,028 | $494,884 |

  48. Summary Compensation Table for Fiscal Years 2021 through 2023

    (1)Includes amounts deferred into the Retirement Savings Plan and the Federal Signal Corporation Savings Restoration Plan (the “Savings Restoration Plan”), a non-qualified deferred compensation plan. In 2023, our NEOs contributed the following amounts to the Retirement Savings Plan: Ms. Sherman, $30,000; Mr. Weber, $27,300; Mr. Hudson, $22,500; Ms. Bonina, $27,460; and Ms. Elting, $19,800. Information relating to our NEOs’ deferrals into the Savings Restoration Plan is detailed within “Post-Retirement Benefits” below. (2)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 PSUs, 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 May 2021, March 2022, May 2022 and May 2023 were valued at the closing price of our common stock on the grant date, resulting in a grant date fair value of each restricted stock award of $42.86, $33.71, $35.80 and $51.81, respectively. PSUs granted in fiscal years 2021 were valued at the closing price of our common stock on the grant date, resulting in a grant date fair value of each PSU of $42.86. A Monte-Carlo simulation model was used to estimate the fair value of PSUs granted in 2022 and 2023, resulting in a grant date fair value of each PSU of $37.41 and $54.13, respectively. The PSU awards granted in 2021, 2022, and 2023 each utilized an EPS metric weighted at 75% and an ROIC metric weighted at 25%, over a three-year performance period. In 2022, the Company introduced a TSR component to its PSUs, whereby the amount of PSUs earned may be increased or decreased by a factor of 20% (i.e., for a maximum potential payout to 240% of target), based on the Company’s TSR performance compared to the S&P 600 Capital Goods Index over a multi-year performance period. The TSR modifier will only apply if the Company’s TSR performance over the performance period is in the top or bottom quartile of the S&P 600 Capital Goods Index. For the PSUs granted in fiscal year 2021, the performance period was the three-year period ending on December 31, 2023. Based on actual results over the performance period, shares were earned at 132% of target. In the first quarter of 2024, earned shares were issued to recipients who were employed by the Company on December 31, 2023. (3)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.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated fair value of $17.44 for each option granted on May 4, 2023; $12.64 for each option granted on May 4, 2022; and $13.55 for each option granted on May 6, 2021. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 15 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 27, 2024. (4)Reflects annual cash incentive payments for the year ended December 31, 2023. For a description of these incentive awards, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentives”. Includes the following amounts which NEOs elected to defer into the Retirement Savings Plan and Savings Restoration Plan upon receiving the cash payout in 2024:

  49. Summary Compensation Table for Fiscal Years 2021 through 2023

    | | Deferred into Retirement Savings Plan | Deferred into Savings Restoration Plan | | Jennifer L. Sherman | $— | $395,559 | | Mark D. Weber | $18,033 | $53,534 | | Ian A. Hudson | $15,939 | $47,164 | | Diane I. Bonina | $16,643 | $74,500 | | Lauren B. Elting | $14,003 | $14,003 |

  50. Summary Compensation Table for Fiscal Years 2021 through 2023

    (5)Reflects the actuarial increase in the present value of NEO benefits under all 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, the only NEO who participates in the Company’s pension plan, increased by $36,920 in 2023. 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 or losses on externally managed investments of employees participating in the Retirement Savings Plan, and dividends on our common stock are paid at the same rate as dividends paid to stockholders. (6)All other compensation in fiscal year 2023 includes the following aggregate perquisites and other items:

  51. Summary Compensation Table for Fiscal Years 2021 through 2023

    | All Other Compensation | Jennifer L. Sherman | Mark D. Weber | Ian A. Hudson | Diane I. Bonina | Lauren B. Elting | | Auto Allowance | $13,800 | $11,400 | $11,400 | $9,000 | $9,000 | | Retirement Savings Plan Contributions | $5,273 | $13,200 | $13,200 | $8,740 | $13,200 | | Savings Restoration Plan Contributions | $161,548 | $81,574 | $48,756 | $14,511 | $18,090 | | Dividend income (a) | $22,587 | $7,013 | $5,218 | $2,387 | $1,895 | | Matching gifts (b) | $3,000 | $— | $500 | $500 | $— | | Other items (c) | $2,955 | $901 | $1,379 | $628 | $438 | | Total | $209,163 | $114,088 | $80,453 | $35,766 | $42,623 |

  52. Summary Compensation Table for Fiscal Years 2021 through 2023

    (a) Represents dividend income on unvested restricted stock. (b) Represents the Company’s match on donations made by NEOs to eligible charitable organizations during 2023. (c) For Ms. Sherman, amounts include $1,150 for airline club memberships, $372 for identity theft protection subscriptions, and $1,433 for life insurance premium payments. For Mr. Hudson, amounts include $650 for airline club memberships and $729 for life insurance premium payments. For Ms. Bonina, amounts include $90 for identity theft protection subscriptions and $538 for life insurance premium payments. For Mr. Weber and Ms. Elting, amounts stated are for life insurance premium payments.

  53. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth information concerning grants of plan-based awards to our NEOs during fiscal year 2023.

  54. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023

  55. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (3) | | | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jennifer L. Sherman | | $343,512 | $1,040,944 | $2,081,888 | — | — | — | — | — | — | $— | | | 5/4/23 | — | — | — | 13,302 | 33,254 | 79,810 | — | — | — | $1,800,039 | | | 5/4/23 | — | — | — | — | — | — | 17,370 | — | — | $899,940 | | | 5/4/23 | — | — | — | — | — | — | — | 51,606 | $51.81 | $900,009 | | Mark D. Weber | | $147,219 | $446,119 | $892,238 | — | — | — | — | — | — | $— | | | 5/4/23 | — | — | — | 4,434 | 11,085 | 26,604 | — | — | — | $600,031 | | | 5/4/23 | — | — | — | — | — | — | 5,789 | — | — | $299,928 | | | 5/4/23 | — | — | — | — | — | — | — | 17,204 | $51.81 | $300,038 | | Ian A. Hudson | | $111,173 | $336,888 | $673,776 | — | — | — | — | — | — | $— | | | 5/4/23 | — | — | — | 2,864 | 7,159 | 17,182 | — | — | — | $387,517 | | | 5/4/23 | — | — | — | — | — | — | 3,739 | — | — | $193,718 | | | 5/4/23 | — | — | — | — | — | — | — | 11,110 | $51.81 | $193,758 | | Diane I. Bonina | | $61,463 | $186,250 | $372,500 | — | — | — | — | — | — | $— | | | 5/4/23 | — | — | — | 1,663 | 4,158 | 9,979 | — | — | — | $225,073 | | | 5/4/23 | — | — | — | — | — | — | 2,170 | — | — | $112,428 | | | 5/4/23 | — | — | — | — | — | — | — | 6,450 | $51.81 | $112,488 | | Lauren B. Elting | | $38,507 | $116,688 | $233,376 | — | — | — | — | — | — | $— | | | 5/4/23 | — | — | — | 665 | 1,662 | 3,989 | — | — | — | $89,964 | | | 5/4/23 | — | — | — | — | — | — | 869 | — | — | $45,023 | | | 5/4/23 | — | — | — | — | — | — | — | 2,581 | $51.81 | $45,013 |

  56. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)See the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentives.” (2)These columns include information regarding PSUs. In 2022, the Company introduced a TSR component to its PSUs, whereby the amount of PSUs earned may be modified based on the Company’s TSR performance compared to the S&P 600 Capital Goods Index over a multi-year performance period. The TSR modifier will only apply if the Company’s TSR performance over the performance period is in the top or bottom quartile of the S&P 600 Capital Goods Index. The “Threshold” column represents the minimum amount payable when threshold financial performance is met, adjusted for TSR Underperformance (50% of PSUs granted would be earned, reduced by a factor of 20%). If performance is below the threshold financial performance, no units are earned. The “Target” column represents the amount payable if actual financial performance is equal to target (100% of PSUs granted would be earned). The “Maximum” column represents the full payout potential under the plan if actual financial performance is equal to or greater than maximum, adjusted for TSR Outperformance (200% of PSUs granted would be earned, increased by a factor of 20%). For fiscal year 2023, the financial 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, 2025. 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 240% as determined by the performance against the applicable financial metrics, and application of the TSR modifier. (3)The grant date fair values are determined in accordance with ASC 718. The fair value of restricted stock awards granted on May 4, 2023 was based on the closing price of our common stock on the grant date, resulting in a grant date fair value of each restricted stock award of $51.81. A Monte-Carlo simulation model was used to estimate the fair value of PSUs granted on May 4, 2023, resulting in a grant date fair value of each PSU of $54.13. The Black-Scholes model was used to estimate the fair value of stock options, resulting in a grant date fair value of $17.44 for each stock option granted on May 4, 2023.

  57. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Ms. Sherman. In order to calculate the CEO Pay Ratio for the year ended December 31, 2023, we identified our median employee using the following methodology and material assumptions, adjustments, and estimates: •We selected December 31, 2023 as our identification date for determining the median of the total annual compensation of all employees because it enabled us to make such identification in a reasonably efficient and economic manner. As of that date, we employed or retained approximately 4,500 individuals. This population consisted of our full-time employees, part-time employees and contractors. In identifying our median employee, we included 3,700 employees in the United States and 800 employees located outside of the United States. Consistent with applicable guidance, we excluded contractors from our analysis. •We used a consistently applied compensation measure, comparing the amount of salary or wages, and bonuses as compiled from our payroll records and other internal records. We identified our median employee by consistently applying this compensation measure to all employees included in our employee population base. Such person’s compensation was calculated in accordance with the Summary Compensation Table guidelines. On this basis, the Company has recalculated the total annual compensation of our median employee and the CEO pay ratio for the year ended December 31, 2023: •The median of the total annual compensation of all employees of our Company (other than our CEO) was reasonably estimated to be $67,015; •The total annual compensation of our CEO, as reported in the “Summary Compensation Table” included in the section titled “Executive Compensation”, was $6,869,679; and •Based on this information, the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 103 to 1.

  58. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information to provide a comparison of summary compensation and compensation actually paid to Ms. Sherman, our CEO and Principal Executive Officer (“PEO”), and the average of such measures for our other NEOs.

  59. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for non-PEO NEOs (2) | Average Compensation Actually Paid to non-PEO NEOs (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (5) (in millions) | Adjusted income before income taxes (in millions) | | 2023 | $6,869,679 | $15,037,969 | $1,694,608 | $3,120,837 | $247 | $192 | $157.4 | $204.9 | | 2022 | $5,651,831 | $7,494,328 | $1,380,407 | $1,714,048 | $148 | $139 | $120.4 | $150.5 | | 2021 | $4,672,213 | $7,323,731 | $1,158,235 | $1,611,497 | $137 | $145 | $100.6 | $128.0 | | 2020 | $4,691,321 | $4,524,136 | $1,213,433 | $1,238,947 | $104 | $116 | $96.2 | $133.3 |

  60. Pay Versus Performance

    (1)The following summarizes the amounts deducted from and added to the Summary Compensation Table total for Ms. Sherman, the Company’s PEO, to arrive at Compensation Actually Paid to PEO:

  61. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $6,869,679 | $5,651,831 | $4,672,213 | $4,691,321 | | Amounts reported in the Summary Compensation Table as Stock Awards and Option Awards granted during the applicable year which are based on grant date fair values | $(3,599,988) | $(3,199,999) | $(2,899,994) | $(2,550,000) | | Fair value as of the end of the applicable year of equity awards granted during the applicable year which remain outstanding and unvested as of the end of the applicable year (6) | $5,996,940 | $4,575,494 | $2,917,931 | $3,187,422 | | Change in fair value during the applicable year of awards granted in prior years that remain outstanding and unvested as of the end of the applicable year (6) | $4,353,841 | $438,214 | $1,522,577 | $43,953 | | Change in fair value from the end of the prior applicable year to the vesting date for awards granted in prior years that vested during the applicable year (6) | $1,454,417 | $28,788 | $1,111,004 | $(761,218) | | Aggregate change in actuarial present value of accumulated defined pension benefit | $(36,920) | $— | $— | $(87,342) | | Compensation Actually Paid Total | $15,037,969 | $7,494,328 | $7,323,731 | $4,524,136 |

  62. Pay Versus Performance

    (2)The Company’s non-PEO NEOs for 2023 and 2022 were Mr. Weber, Mr. Hudson, Ms. Bonina and Ms. Elting. For 2021, the Company’s non-PEO NEOs were Mr. Weber, Mr. Hudson, Daniel A. DuPré (Ms. Bonina’s predecessor as Vice President and General Counsel) and Ms. Elting. For 2020, the Company’s non-PEO NEOs were Mr. Weber, Mr. Hudson, Mr. DuPré and Svetlana Vinokur (who served as Vice President, Treasurer and Corporate Development during 2020). (3)The following summarizes the amounts deducted from and added to the Average Summary Compensation Table total for our non-PEO NEOs to arrive at Average Compensation Actually Paid to non-PEO NEOs:

  63. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $1,694,608 | $1,380,407 | $1,158,235 | $1,213,433 | | Amounts reported in the Summary Compensation Table as Stock Awards and Option Awards granted during the applicable year which are based on grant date fair values | $(651,244) | $(606,243) | $(520,989) | $(494,996) | | Fair value as of the end of the applicable year of equity awards granted during the applicable year which remain outstanding and unvested as of the end of the applicable year (6) | $1,084,865 | $863,724 | $524,212 | $618,729 | | Change in fair value during the applicable year of awards granted in prior years that remain outstanding and unvested as of the end of the applicable year (6) | $761,118 | $64,775 | $269,604 | $7,410 | | Change in fair value from the end of the prior applicable year to the vesting date for awards granted in prior years that vested during the applicable year (6) | $231,490 | $11,385 | $180,435 | $(105,629) | | Compensation Actually Paid Total | $3,120,837 | $1,714,048 | $1,611,497 | $1,238,947 |

  64. Pay Versus Performance

    (4)This peer group represents the S&P 600 Capital Goods Index. (5)Although Net income and the relationship between Net income and compensation actually paid are disclosed herein, we do not use Net income as a financial-based metric in determining compensation levels or incentive plan payouts. (6)In recomputing the fair value of equity awards, the Company used the same methodology as that which was used to initially determine fair value for financial reporting purposes. The fair value of stock options was determined using a Black-Scholes option pricing model. The fair value of PSUs was determined using either the Company’s closing stock price as of the applicable date, or a Monte Carlo simulation model, as applicable. The fair value of restricted stock was determined using the Company’s closing stock price as of the applicable date. The primary driver of the increase in fair value of outstanding equity awards from the amounts initially reported in the Summary Compensation Table was the increase in the Company’s stock price. The Company considers the following performance metrics to be the most important in linking compensation actually paid during fiscal year 2023 to company performance:

  65. Pay Versus Performance

    | Adjusted income before income taxes* | Used as a key financial metric in the Company’s STIP program for 2023 (representing 60% of each NEOs’ total bonus opportunity); calculated by taking GAAP income before income taxes and adjusting for any unusual or nonrecurring items that were not contemplated in the annual target setting process (i.e., acquisition and integration-related expenses, environmental charges of a discontinued operation and purchase accounting effects in 2023). | | Adjusted EBITDA margin* | Used as a key financial metric in the Company’s STIP program for 2023 (representing 20% of each NEOs’ total bonus opportunity); calculated by taking the sum of GAAP net income, interest expense, depreciation and amortization expense, other income/expense, income tax expense/benefit and any unusual or nonrecurring items that were not contemplated in the annual target setting process (i.e., acquisition and integration-related expenses and purchase accounting effects in 2023), and dividing the total by net sales for the applicable period. Important metric when communicating with investors and other key stakeholders. | | Adjusted earnings per share (“EPS”)* | Calculated by taking GAAP net income, adjusted for any unusual or nonrecurring items that were not contemplated in the annual target setting process (i.e., acquisition and integration-related expenses, environmental charges of a discontinued operation and purchase accounting effects in 2023), and dividing the total by the weighted average diluted shares outstanding for the applicable period. Used as a key financial metric in NEOs’ LTIP awards, where 75% of the financial target is based on cumulative EPS over the applicable three-year performance period. | | Return on invested capital (“ROIC”)* | Calculated as net operating profit after taxes, divided by total invested capital for the applicable period. Used as a key financial metric in NEOs’ LTIP awards, where 25% of the financial target is based on average ROIC over the applicable three-year performance period. |

  66. Pay Versus Performance

    *Financial metric (non-GAAP measure)

  67. Narrative Discussion of Pay Versus Performance for fiscal year 2023

    Narrative Discussion of Pay Versus Performance for fiscal year 2023 •For the year ended December 31, 2023, the Company generated adjusted income before income taxes of $204.9 million, which was $37.3 million, or 22%, ahead of the target for the year set for annual cash-based incentive purposes, and $19.7 million, or 11%, above the maximum payout level. On a year-over-year basis, the adjusted income before income taxes generated by the Company was up $54.4 million, or 36%. As a result, each of our NEOs earned 200% of target under the Earnings component of the 2023 STIP. •For the year ended December 31, 2023, the Company generated an adjusted EBITDA margin of 16.6%, which was 180 basis points ahead of the target for the year set for annual cash-based incentive purposes, and 60 basis points above the 16.0% required to achieve the maximum payout level. On a year-over-year basis, the adjusted EBITDA margin generated by the Company was up 160 basis points. As a result, each of our NEOs earned 200% of target under the EBITDA margin component of the 2023 STIP. •In recognition for their contributions to the Company during 2023, and performance against their individual objectives for the year, each of our NEOs earned the maximum level of achievement under the individual objective component of the 2023 STIP. •On an enterprise level, we set aggressive performance metrics for performance awards. Over the three-year period from 2021 to 2023, our total stockholder return was 137%, which represents a 108% higher return than that of the S&P 600 Capital Goods Index over the same period. As a result, consistent with our pay-for-performance philosophy, the PSUs initially granted to NEOs in 2021, which were tied to the same three-year period, were earned at 132% of target in 2023. •The following graph compares the cumulative total return to stockholders of the Company’s common stock relative to the cumulative total return of the S&P 600 Capital Goods Index over the four-year period from 2020 to 2023. The graph assumes that the value of the investment in the Company’s common stock, and in each index, was $100 on December 31, 2019 and assumes reinvestment of all dividends through December 31, 2023: •Over the four-year period from 2020 to 2023, compensation actually paid to our PEO and the average compensation paid to non-PEO NEOs have generally aligned with the changes in our key financial performance metrics, as indicated in the graph below:

  68. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table that follows sets forth information concerning outstanding equity awards held by our NEOs at the end of fiscal year 2023.

  69. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options | Option Exercise Price (2) | Option Expiration Date | Number of Unvested Shares or Stock Units (3) | Market Value of Unvested Shares or Units of Stock (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Unvested Rights (5) (6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Unvested Rights (4) (6) | | Jennifer L. Sherman | 4/10/15 | 12,935 | — | — | $16.09 | 4/10/25 | — | $— | — | $— | | | 5/5/16 | 59,242 | — | — | $12.66 | 5/5/26 | — | $— | — | $— | | | 5/10/17 | 66,338 | — | — | $17.02 | 5/10/27 | — | $— | — | $— | | | 5/10/18 | 74,966 | — | — | $23.14 | 5/10/28 | — | $— | — | $— | | | 5/6/19 | 67,806 | — | — | $27.29 | 5/6/29 | — | $— | — | $— | | | 5/8/20 | 81,210 | — | — | $27.80 | 5/8/30 | — | $— | — | $— | | | 5/6/21 | 35,671 | 17,836 | — | $42.86 | 5/6/31 | — | $— | — | $— | | | 5/6/21 | — | — | — | — | — | 16,915 | $1,298,057 | — | $— | | | 5/4/22 | 21,098 | 42,195 | — | $35.80 | 5/4/32 | — | $— | — | $— | | | 5/4/22 | — | — | — | — | — | 22,346 | $1,714,832 | — | $— | | | 5/4/22 | — | — | — | — | — | — | $— | 102,646 | $7,877,023 | | | 5/4/23 | — | 51,606 | — | $51.81 | 5/4/33 | — | $— | — | $— | | | 5/4/23 | — | — | — | — | — | 17,370 | $1,332,974 | — | $— | | | 5/4/23 | — | — | — | — | — | — | $— | 79,810 | $6,124,589 | | Mark D. Weber | 5/8/20 | 2,546 | — | — | $27.80 | 5/8/30 | — | $— | — | $— | | | 5/6/21 | 10,455 | 5,227 | — | $42.86 | 5/6/31 | — | $— | — | $— | | | 5/6/21 | — | — | — | — | — | 4,958 | $380,477 | — | $— | | | 5/4/22 | 6,593 | 13,187 | — | $35.80 | 5/4/32 | — | $— | — | $— | | | 5/4/22 | — | — | — | — | — | 6,983 | $535,875 | — | $— | | | 5/4/22 | — | — | — | — | — | — | $— | 32,076 | $2,461,512 | | | 5/4/23 | — | 17,204 | — | $51.81 | 5/4/33 | — | $— | — | $— | | | 5/4/23 | — | — | — | — | — | 5,789 | $444,248 | — | $— | | | 5/4/23 | — | — | — | — | — | — | $— | 26,604 | $2,041,591 | | Ian A. Hudson | 5/8/20 | 2,838 | — | — | $27.80 | 5/8/30 | — | $— | — | $— | | | 5/6/21 | 8,610 | 4,305 | — | $42.86 | 5/6/31 | — | $— | — | $— | | | 5/6/21 | — | — | — | — | — | 4,083 | $313,329 | — | $— | | | 5/4/22 | 4,780 | 9,561 | — | $35.80 | 5/4/32 | — | $— | — | $— | | | 5/4/22 | — | — | — | — | — | 5,062 | $388,458 | — | $— | | | 5/4/22 | — | — | — | — | — | — | $— | 23,256 | $1,784,665 | | | 5/4/23 | — | 11,110 | — | $51.81 | 5/4/33 | — | $— | — | $— | | | 5/4/23 | — | — | — | — | — | 3,739 | $286,931 | — | $— | | | 5/4/23 | — | — | — | — | — | — | $— | 17,182 | $1,318,516 | | Diane I. Bonina | 3/15/22 | — | — | — | — | — | 1,483 | $113,805 | — | $— | | | 5/4/22 | 2,802 | 5,604 | — | $35.80 | 5/4/32 | — | $— | — | $— | | | 5/4/22 | — | — | — | — | — | 2,967 | $227,688 | — | $— | | | 5/4/22 | — | — | — | — | — | — | $— | 13,634 | $1,046,304 | | | 5/4/23 | — | 6,450 | — | $51.81 | 5/4/33 | — | $— | — | $— | | | 5/4/23 | — | — | — | — | — | 2,170 | $166,526 | — | $— | | | 5/4/23 | — | — | — | — | — | — | $— | 9,979 | $765,804 |

  70. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options | Option Exercise Price (2) | Option Expiration Date | Number of Unvested Shares or Stock Units (3) | Market Value of Unvested Shares or Units of Stock (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Unvested Rights (5) (6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Unvested Rights (4) (6) | | Lauren B. Elting | 5/6/19 | 541 | — | — | $27.29 | 5/6/29 | — | $— | — | $— | | | 5/8/20 | 1,380 | — | — | $27.80 | 5/8/30 | — | $— | — | $— | | | 5/6/21 | 1,649 | 825 | — | $42.86 | 5/6/31 | — | $— | — | $— | | | 5/6/21 | — | — | — | — | — | 781 | $59,934 | — | $— | | | 5/4/22 | 989 | 1,978 | — | $35.80 | 5/4/32 | — | $— | — | $— | | | 5/4/22 | — | — | — | — | — | 1,047 | $80,347 | — | $— | | | 5/4/22 | — | — | — | — | — | — | $— | 4,814 | $369,457 | | | 5/4/23 | — | 2,581 | — | $51.81 | 5/4/33 | — | $— | — | $— | | | 5/4/23 | — | — | — | — | — | 869 | $66,687 | — | $— | | | 5/4/23 | — | — | — | — | — | — | $— | 3,989 | $306,101 |

  71. Outstanding Equity Awards at Fiscal Year-End

    (1)Stock options vest ratably (i.e., one-third annually) over three years from the grant date. (2)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)All restricted stock awards granted to Ms. Sherman, Mr. Weber, Mr. Hudson, Ms. Bonina, and Ms. Elting in 2023 that are reflected in this column vest in full on the third anniversary of the grant date, subject to continued employment. (4)Based on the closing price of our common stock on December 29, 2023 (the last trading date of 2023) of $76.74 per share. (5)The PSUs granted on May 4, 2022 and May 4, 2023 are earned only if the threshold is met for the applicable performance period. Any earned shares vest at the end of the performance period. (6)Amounts reflected in these columns assume PSUs are earned at the maximum performance level (240% of target).

  72. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The table below sets forth information concerning amounts received or realized by our NEOs upon exercise of options or similar instruments, and the vesting of stock or similar instruments.

  73. Option Exercises and Stock Vested in Fiscal Year 2023

    | Name | Option Awards | | Stock Awards (1) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Jennifer L. Sherman | — | $— | 67,587 | $4,641,786 | | Mark D. Weber | 56,944 | $2,189,679 | 19,968 | $1,368,899 | | Ian A. Hudson | 46,173 | $1,189,741 | 16,669 | $1,139,233 | | Diane I. Bonina | — | $— | — | $— | | Lauren B. Elting | 14,541 | $456,883 | 5,326 | $380,942 |

  74. Option Exercises and Stock Vested in Fiscal Year 2023

    (1)These columns relate to shares that vested on December 31, 2023 pursuant to PSUs granted in fiscal year 2021, and were earned at 132% of target, and shares that vested in fiscal year 2023 pursuant to restricted stock awards granted in fiscal year 2020 and 2022. (2)For the PSUs which vested on December 31, 2023, the value realized on vesting shown in the table above uses the closing price of our common stock on the vesting date ($76.74 per share). The closing price of our common stock on February 28, 2024, the date that the related shares were issued to recipients, net of shares withheld to satisfy applicable withholding taxes, was $82.26 per share.

  75. Pension Benefits Table for Fiscal Year 2023

    Pension Benefits Table for Fiscal Year 2023 The table below sets forth the present value of accumulated pension benefits paid to or accrued for our NEOs.

  76. Pension Benefits Table for Fiscal Year 2023

    | Name | Plan Name (1) | Number of Years Credited Service | Present Value Accumulated Benefit | Payments During Fiscal Year 2023 | | Jennifer L. Sherman | FSC Retirement Plan | 11.00 | $386,405 | $— | | Mark D. Weber | — | — | — | — | | Ian A. Hudson | — | — | — | — | | Diane I. Bonina | — | — | — | — | | Lauren B. Elting | — | — | — | — |

  77. Pension Benefits Table for Fiscal Year 2023

    (1)The FSC 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. The normal retirement age under our qualified retirement plan is age 65. Ms. Sherman is the only NEO who participates in this defined benefit retirement plan. The annual pension earned is equal to 50% of average monthly compensation (up to a maximum of $180,000), less one-half of Social Security payments, multiplied by the number of years of credited service (up to a maximum of 30 years). For purposes of the plan, “compensation” is calculated as the total of salary plus non-equity incentive plan amounts as set forth in the “Summary Compensation Table” included in the section titled “Executive Compensation”. Ms. Sherman is eligible to retire under this plan at age 55, after completing at least ten years of service. In the event of commencement of retirement benefits under the plan prior to age 65, the pension benefits payable are reduced by 1/180 for each month up to 60 months, and 1/360 for each month over 60 months by which the actual retirement age (defined as the age at which the participant begins to receive pension benefit payments) is less than 65 years.

  78. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023 The following table sets forth the contributions, earnings, withdrawals/distributions and aggregate balances for NEOs participating in the Savings Restoration Plan. The Savings Restoration Plan is an amendment and restatement of the Federal Signal Corporation Supplemental Savings and Investment Plan as of January 1, 2007.

  79. Benefits Upon Termination or Change-in-Control Tables

    Benefits Upon Termination or Change-in-Control Tables The following tables illustrate the potential payments and benefits to our NEOs under various employment termination or change-in-control events. The assumptions used in preparation of these tables are as set forth below: •We assumed the executive was in his or her role as of December 31, 2023; •We assumed the executive’s termination date was December 31, 2023; •When applicable, we used the closing price of our common stock on December 29, 2023 (the last trading date of 2023), which was $76.74; and •When applicable, we assumed the executives were subject to a 37% federal tax rate, 4.95% state tax rate, 1.45% Medicare tax rate, and an additional 0.9% Medicare tax.