You are cordially invited to join us for our Annual Meeting of Shareholders to be held on Thursday, May 22, 2014,21, 2015, at 9:00 a.m. (Central Daylight Time) at the Hilton Garden Inn Sioux Falls, Downtown, Sioux Falls, South Dakota.

The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting. We will also report on matters of current interest to our shareholders.

We look forward to seeing you at the meeting.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Raven Industries, Inc. (the “Company” or “Raven”) to be used at the Annual Meeting (the “Meeting”) of Shareholders of the Company, which is to be held on Thursday, May 22, 2014,21, 2015, at 9:00 A.M. (C.D.T.) at the Hilton Garden Inn Sioux Falls, Downtown, 201 E. 8th Street, Ballroom B, Sioux Falls, South Dakota. The approximate date on which this Proxy Statement and accompanying proxy were first sent or given to shareholders was April 11, 2014.10, 2015. Each shareholder who signs and returns a proxy in the form enclosed with this Proxy Statement may revoke it at any time prior to its use by giving notice of such revocation to the Company in writing or in open meeting or by such shareholder giving a valid proxy bearing a later date. Presence at the meeting by a shareholder who has signed a proxy does not alone revoke the proxy. Only shareholders of record at the close of business on April 7, 2014March 30, 2015 (the “Record Date”) will be entitled to vote at the Meeting or any adjournments thereof.

The Company has outstanding only one class of voting securities, Common Stock $1.00 par value, of which 36,427,62738,049,802 shares were outstanding as of the close of business on the Record Date. Shareholders representing a majority of the shares of Common Stock outstanding and entitled to vote must be present in person or represented by proxy in order to constitute a quorum to conduct business at the Meeting.

You are entitled to one vote for each share of Common Stock that you hold, except for the election of directors. With respect to the election of directors, if you vote for all nominees, one vote per share will be cast for each of the seven nominees. You may withhold votes from any or all nominees. Except for the votes that shareholders of record withhold from any or all nominees, the persons designated as proxies in the proxy card will vote such proxy “FOR” and, if necessary, will exercise cumulative voting rights to elect the nominees as directors of the Company. If you wish to cumulate your votes in the election of directors, you are entitled to as many votes as equal the number of shares held by you at the close of business on the Record Date, multiplied by the number of directors to be elected. You may cast, under the cumulative voting option, all of your votes for a single nominee or apportion your votes among any two or more nominees. For example, a holder of 100 shares may cast 700 votes for a single nominee, apportion 100 votes for each of seven nominees or apportion 700 votes in any other manner by so noting in the space provided on the proxy card. The cumulative voting feature for the election of directors is also available by voting in person at the Meeting; it is not available by telephone or on the internet.Internet.

In the election of directors, the seven director nominees who receive the highest number of votes will be elected as directors. In the advisory vote on our executive compensation and the vote to ratify the appointment of the independent registered public accounting firm, the approval requires theThe affirmative vote of a majority of the votes castshares of common stock represented at a meeting at whichthe Meeting, either in person or by proxy, assuming a quorum is present.present, is required to approve any of the other proposals. If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Meeting for purposes of determining a quorum and for purposes of calculating the vote, but they will not be considered to have been voted in favor of such matter. If a signed proxy is returned by a broker holding shares in “street name,” and it indicates that the broker does not have discretionary authority to vote certain shares on one or more matters, such shares will be considered present at the Meeting for purposes of determining a quorum but will not be considered to be represented at the Meeting for purposes of calculating the vote with respect to such matter.

The following table shows certain information regarding beneficial ownership of the Company's common stock as of the Record Date by: (i) any person known by the Company to be the owner, of record or beneficially, of more than 5% of the Common Stock, (ii) each of the executive officers, directors and nominees for election to the Company's Board of Directors, and (iii) all executive officers and directors as a group.

The Company's executive compensation program is designed to align the interests of the executive team with those of Raven shareholders. The Board believes this alignment is demonstrated by the Company's excellent financial results over the past several years. “Compensation Discussion and Analysis” that begins on page 1217 explains our compensation programs in more detail. In summary, the shareholders should approve our executive compensation for the following reasons, among others:

At the annual meeting, the shareholders will be given the opportunity to vote for or against a non-binding resolution to approve the compensation of the named executive officers of the Company, as described in "Compensation Discussion and Analysis" and the tabular and narrative disclosure regarding executive compensation contained in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. For the reasons described above, the Board recommends that shareholders vote to approve the executive compensation of the Company.

Because the vote is advisory, it will not be binding upon the Board. However, the Personnel and Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015.2016. While it is not required to do so, our Board is submitting the selection of PricewaterhouseCoopers LLP for ratification in order to ascertain the views of our shareholders with respect to the choice of audit firm. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of PricewaterhouseCoopers LLP are not expected to be at the Annual Meeting.

The Board does not have a firm policy as to whether the position of the Chair and the position of the CEO should be separate and intends to preserve the freedom to decide what is in the best interests of the Company at any point of time. However, the Board does strongly endorse the concept of one of the outside directors being in a position of leadership for the rest of the outside directors.

 

Pursuant to the Company's Articles of Incorporation, the size of the Board shall be between seven and eleven members. The Bylaws will provide that the number of directors within the range of seven and eleven members will be established by action of the Board. A majority of the directors must be independent, as defined by the Securities and Exchange Commission and the Nasdaq Stock Market. The Company's lawyers, investment bankers and others with business links to the Company may not become directors. Interlocking directorships are not allowed.

Recognizing that the contribution of the Board will depend on not only the character and capabilities of the directors taken individually but also on their collective strengths, the Board should be composed of:

In considering possible candidates for election as a director, the Governance Committee is guided in general by the composition guidelines established above and, in particular, by the following:

Consistent with the Company's Bylaws, and the Governance Committee Charter, the Governance Committee will review and consider for nomination any candidate for membership to the Board recommended by a shareholder of the Company, in accordance with the evaluation criteria and selection process described above. Shareholders wishing to recommend a candidate to the Governance Committee for consideration in connection with an election at a specific annual meeting should notify the Governance Committee well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement, and in no event later than the first day of February. Also, shareholders may submit director nominations to bring before the 2014future annual meetingmeetings by complying with the advance notice procedures contained in the Company's Amended

Certain Relationships and Related Transactions. Mrs. Milligan is on the Board of Directors of Wells Fargo and Co., the parent company of Wells Fargo Bank, N.A., which provides transfer agent and registrar services, and borrowings to the Company under a line of credit. The terms of the services and credit line were considered by management competitive with other resources generally available to the Company. There were no borrowings under the credit line in fiscal 2014.2015. As of April 7, 2014,March 30, 2015, Raven had $0.9 million of letters of credit and no other amounts outstanding under the line of credit.

The Corporate Secretary's Office will collect and organize all such communications. A summary of communications received will be periodically provided to the Company's Governance Committee, who will make the final determination regarding the disposition of any such communication.

The Board believes that the Company should speak with one voice and has empowered management to speak on the Company's behalf subject to the Board's oversight and guidance on specific issues. Therefore, in most circumstances the Board will not respond directly to inquiries received in this manner but may take relevant ideas, concerns and positions into consideration.

During fiscal 2014,2015, directors who were not full-time employees of the Company were paid a retainer fee of $30,000 cash, plus $1,500 for each board meeting and $1,000 for each committee meeting. For fiscal 2014, the Board approved the elimination of the monthly $1,200The Board Chair receives an additional annual fee and replaced it withof $10,000 annually paid to the Board Chair on the annual meeting date. Thedate, in addition to Board Chair received Board/and Committee Fees.fees. The Audit Committee Chair receivedreceives $4,000 annually for quarterly audit updates and other duties. The Personnel & Compensation Committee Chair receivedreceives an additional annual cash retainer of $4,000 and the Governance Committee Chair receivedreceives an additional annual cash retainer of $2,000 for other duties.

Directors received an annual grant of a Stock Unit Award under the Deferred Compensation Plan for Directors of Raven Industries, Inc. (the "Director Plan") originally approved by the shareholders on May 23, 2006. Directors receive a grant of Stock Units in an amount equal to $60,000 divided by the closing stock price on the date of the annual meeting.Annual Meeting. Retainers may also be deferred under this plan. Under the Director Plan, amounts are deferred until retirement, or a later date upon the election of the director. Deferred payouts under the Director Plan are paid in Raven common stock. In March 2014, the Board amended the Director Plan to provide that, commencing with the grants on the date of the 2014 Annual Meeting, such grants will be considered grants of restricted stock units under the Company's 2010 Stock Incentive Plan, as amended (the "Incentive Plan"), and such grants and the common stock issued thereunder will reduce the share limitation under the Incentive Plan.

Raven's executive compensation program, developed by management and approved by the Personnel and Compensation Committee of the Board of Directors (the “Committee”), is intended to be simple and straightforward, focused on a few key performance metrics, and balanced between:appropriately among:

The compensation program is designed to align the interests of the executive team with those of Raven shareholders. The plan uses salary and benefits, a management incentive program and long-term equity incentives to achieve this goal, with a focus on tying compensation to corporate performance. Retention of top talent and achievement of corporate objectives measure the effectiveness of the Company's compensation plan.program.

Raven also uses non-compensatory programs, such as annual performance reviews, employee development and education programs, and succession planning to retain and further cultivate talent. The Committee and management believe these programs are more effective than compensation alone for optimizing talent utilization and executive development.

Two years ago,In November 2014, the Committee engaged an independent compensation consultant to assist with itsupdate the consultant's analysis of fiscal 2013conducted three years ago on executive compensation levels and advise on modifications to the executive compensation program.programs. The consultant'sprevious 2012 analysis had found that despite Raven's strong performance, near the top of comparable companies, executive compensation was well below median levels for the peer group. TheAt that time, the consultant recommended that compensation be increased over time to approach such targeted median levels for the peer group. As a result, the Committee did increase compensation levels in fiscal 2013 and continues to closely monitor the gap in salary and annual incentives when compared to median levels over time.

Raven's financial performance for the year ended January 31, 2014,2015, included lower sales and net income, falling 3%4% and 18%26% respectively. Although fiscal 20142015 growth targets were not achieved, Raven delivered an 11%8.4% return on sales, 15%9.5% return on average assets, and 19%11.4% return on beginningaverage shareholders equity. By comparison, in fiscal 2013 results were stronger, with2014, Raven's sales and profit growth up 6%profits were down 3% and 4%18% respectively from the prior year, and strong returns on sales, assets and equity.equity were all stronger in fiscal 2014. The Company's historical investment in business expansion, along with strong management, hashave contributed to solid corporate performance on these returns ratios in recent periods.

Raven's executive compensation levels have been closely tied to these company performance levels. For fiscal 2015 and 2014, overall executivecash compensation levels were down because ofannual management incentive plan payments declined with the declinedeclines in net income. For fiscal 2013 and 2012, executive compensation was substantially higher because annual incentive payments were tied to the enhanced profitability of the Company. Further, the addition of the performance-based RSUs increase the relationship between pay and performance. For the RSUs granted in fiscal 2013 and 2014, vesting and the level of performance shares received will depend on Raven's return on sales over the three-year period. The executivesFor the RSU's granted in fiscal 2015 and 2016, vesting and the level of performance shares received will receive further RSU grants every year, withdepend on Raven's return on equity over the ultimate amount of compensation realized to be based on long-term results.three-year period.

Raven's compensation program is designed to motivate and reward Raven's executives to achieve the short and long-term goals that will enhance and protect shareholder value. The short-term goals are embodied in our annual compensation plans and include income growth, efficient working capital utilization, return on sales and return on assets. The goals are set to be both challenging and achievable, so as to encourage reasonable risk taking and motivate performance. Building on these short-term objectives, the program also seeks to reward executives for enhancing shareholder value over the long term. Raven's long-term objectives include growing sales and net income and efficiently utilizing invested capital.

In order to strengthen the relationship between corporate financial objectives and compensation levels, and consistent with the advice of the independent consultant, in April 2012, the Committee approved the LTIP, with goals closely tied to the long-term creation of shareholder value. To strengthen the relationship between awards under the LTIP and shareholder returns, on February 6, 2014, the Committee approved the use of return on equity as the financial metric for RSUs granted under the LTIP starting in fiscal 2015.

Retention aspects of the program are designed to take advantage of the experience of Raven executives and avoid unwanted turnover in the executive team. The executive officers identified on the Summary Compensation Table on page 1924 (the “Named Executives”) average 1211 years experience with Raven. The Committee and management believe that promotion from within and length of tenure at every level of the organization enhances productivity and decision quality.

Raven believes in internal equity and that having competitive compensation policies are critical to talent retention and recruiting. The Committee and management compare executive pay to other key managers and employees, both inside Raven and externally. The Company recognizes the risk of not being able to recruit top talent or losing top talent to competitors or others with higher compensation levels. Addressing this risk has been challenging, and the gap between Raven and its peer group continues, as shown by the findings of the benchmarking study by the compensation consultant. Raven's growth strategy and compensation philosophy will be difficult to sustain if management turnover is high and the Company is required to recruit from outside Raven to fill numerous key positions. Therefore, as the compensation consultant's updated analysis shows, the Committee has undertaken to increase executivemade progress in closing the gap in target compensation over time to reach median levels. For example,levels between the targeted compensationCompany and its peer group, especially with grants under the LTIP is higher than under the previous long-term incentive package consisting solely of stock options.LTIP.

In December 2011,2012, the Committee retained an independent executive compensation consultant, The Delves Group ("Delves"(the "Consultant"), to conduct a competitive compensation analysis of Raven's top nine executives. The term "Consultant" now refers to Towers Watson, which acquired The Delves Group in 2013. The Consultant delivered a report to the Committee in March 2012. DelvesThe Consultant did not provide any consulting services to Raven management. Delves became part of Towers WatsonThe Consultant provided an updated analysis to the Committee in 2013.November 2014.

The President and Chief Executive Officer of Raven recommends executive compensation for all other executives to the Committee for approval annually. He has continued to use the information and analysis in the Delves reportConsultant's reports to provide additional perspective to his recommendations. Management also updates peer group information at the request of the Committee.

The Committee approves executive salaries, benefits and LTIP grants. The Committee determines the appropriate compensation of the President and Chief Executive Officer and makes decisions on CEO compensation in executive session. CEO compensation is approved by the independent directors of the full Board in executive session.

DelvesIn its November 2014 analysis, the Consultant used data from threetwo sources for comparison to Raven’s executive compensation:

Salaries for the Named Executives are based on the scope of their responsibilities, performance, experience and potential. The salaries of their peers and direct reports inside and outside the Company were considered when setting salary levels. The primary objectives addressed by base salary in the Compensation Program are to retain and attract qualified and experienced executives into these positions. The base salary indicates the basic level of compensation commitment that Raven has to each of the Named Executives and their positions in the Company.

As management has had to recruit for executive talent and managers on a nationwide basis, the Company has been working to ensure that the Raven salary scale is more competitive and less compressed. At the timeThe 2012 report of the Delves report,Consultant, based on a comparison with the peer group, confirmed that executive salaries at Raven appeared to havehad fallen behind national competition and the 2011-12 peer group analysis confirmed this.competition. The

The management incentive plan is intended to pay the Named Executives when they achieve the annual growth objectives of their operations. Incentive payment maximums for the Named Executives ranged from 110% to 150% of annual base salary in fiscal 2014,2015, which is designed to put a sizable portion of the Named Executives' cash income at risk if annual objectives are not achieved.

Incentive payments are based on formulas defined and documented at the beginning of Raven's fiscal year. Income based formulas in fiscal 20142015 were targeted so that if approximately 10%11.5% income growth was achieved, the incentive would pay about 65% of maximum payout levels. Payments would be 13%30% of maximum if income was flat and would be zero if income declined by 20%10% or more. Maximum payouts would occur at 23% income growth.growth, 13% return on sales and 18% return on assets. The ranges set for the performance ratios are based on peer group comparisons. The Committee approves the incentive plans, which are usually paid in March of the following year. The ranges are intended to be challenging yet achievable, with the maximum level intended to be difficult to achieve. The table included in footnote 46 to the Summary Compensation Table shows the level of payouts based on the various objectives for the past three fiscal years.

For fiscal 2014,2015, incentive payments for the Chief Executive Officer, the Chief Financial Officer and the General Counsel were based primarily on achieving net income targets.targets with a smaller percentage based on targets for return on sales and return on assets. Mr. Rykhus could have had a maximum payout of 100% of base salary based on company-wide net income, 25% based on return on sales and 25% based on return assets. The calculation for maximum payout for Mr. Iacarella and Ms. Herseth Sandlin was 80% of base salary based on company-wide net income, 15% based on return on sales and 15% based on return on assets. Income based incentives were set to begin when net income exceeded $42,000,000$38,600,000 and, for Mr. Rykhus, were designed to result in a payment of 95%65% of base salary at the targeted level of net income of $57,800,000$47,800,000 and the maximum incentive payment of 150%100% of his base salary if Raven achieved the high end of the income range ($64,600,00052,800,000 in net income for fiscal 2014)2015). Mr. Iacarella's and Ms. Herseth Sandlin's incentives were based on criteria similar to Mr. Rykhus, with 71%52% of base salary payable at the targeted level of $57,800,000$47,800,000 in net income and the maximum incentive payment of 110%80% of their base salary if Raven achieved $64,600,000$52,800,000 in net income.

The other Named Executives were responsible for specific business units. Their incentives for fiscal 20142015 were based on achieving growth objectives for their respective operating units and the corporation. Operating unit objectives included levels of operating income net of a charge for working capital utilization. Messrs. Burkhart and Stroschein, as Division Vice Presidents, could have had a maximum payout of 80% of base salary for fiscal 20142015 based on divisional results, and 30%10% of base salary based on company-wide net income.income, 10% based on return on sales and 10% based on return on assets. The details of these incentive plans and the actual payouts are described under “Executive Compensation for Fiscal 20142015 for the Named Executives” below.

In MarchApril 2012, Delves presented recommendations to modify Raven's compensation programas recommended by reducingthe Consultant, the Committee reduced the number of stock options being granted annually and adding other components ofadopted an annual long-term incentive plan. Based on these recommendations, in April 2012 the Committee adopted the LTIP.plan (LTIP). The Committee approved grants to our executives of both stock options and performance-based RSUs that vest after three years based on the achievement of three-year targetstargets. In fiscal 2013 and 2014, the target was based on the three-year average for return on sales,sales. The Committee changed the target performance measure to be granted along with the executive's annual stock optionreturn on equity for fiscal 2015 and 2016 RSU grants. Based on Delves' recommendations, LTIP levels for the executives are equally split between options and performance based RSUs. At the end of the three-year RSU vesting period, if at least the minimum level is reached for the three-year performance goals, the shares received under the awards will vary from 50-150% of the targeted level depending on the level of performance achieved. Implementation of the LTIP increased targeted executive compensation by approximately 7-10%, because the impact of the three-year plan was not fully offset by the reduction in stock options. The inclusion of the performance-based RSUs in the LTIP has increased the percentage of the executives' compensation that is variable based on long-term performance.

The Committee believes these long-term performance-based incentives further align executive compensation with the Company's objectives by using the three-year long-term incentive plan to help sustain Raven's strong performance on return on sales and return on equity over the long term, while the stock options continue to tie an element of compensation to actual shareholder returns. The LTIP ishas also expected to improveimproved the competitive level of executive pay at Raven because the LTIP targets incentive compensation at least at the 60th percentile of incentive compensation for the peer group.

Stock options are designed to promote the alignment of long-term interests between an executive and Raven shareholders as well as to assist in the retention of executives and key employees. The ultimate value to the executives is directly tied to the

Raven's stock options and RSUs have a retirement provision that provides for accelerated vesting if the employee retires at a time when the sum of his or her age and years of service exceeds 80. The agreements require one year of service after the grant before the retirement provision can be invoked. The Committee believes that the retirement provisions encourage executives to remain with Raven or, in certain instances, to give additional notice before retiring.

Raven has a policy requiring executives to retain 50% of the “net profit shares” obtained via stock option or award. Our executives are strongly encouraged not to sell shares other than when paying taxes on option exercises. Executives have historically retained a substantial portion of their shares. The shares owned by the executive officers of the Company are listed on page 2 of this proxy statement under the caption “Ownership of Common Stock.”

Raven provides other benefits to executives, which we believe to be reasonable, competitive and consistent with the overall compensation program. Raven considers these items in conjunction with base salary in meeting the objectives of retaining and attracting qualified and experienced executives. These items are detailed in footnote 57 to the Summary Compensation Table. The 401(k) and profit sharing benefits are essentially the same as all other Raven employees receive. Raven also provides supplemental health and wellness benefits available to its executives to encourage a healthy lifestyle. To the extent insurance and health benefits are subject to income taxes, executives are reimbursed for this additional tax.

Raven has an employment agreement with each Named Executive, which provides for a 30-day notice period before termination and outlines the employment benefits discussed under “All Other Compensation” above and retirement benefits. The purpose of the benefits is to attract and retain seasoned executives, rewarding their long-term commitment to Raven. Retirement benefits, available when the sum of the executive's age and years of service exceeds 80, represent a continuation of the health and insurance benefits outlined in “All Other Compensation” above.

Raven uses dual-trigger “Change in Control” severance agreements to protect it from the loss of executive talent during a change in control of the Company. Upon a change in control, positions held by the Named Executives may be at risk. By providing a cash benefit of one or two times salary and incentive payments if executives are terminated, the Committee believes that, in the event of a change in control, the agreements would serve to maintain stability within its executive group during what could be a potentially turbulent time. See “Potential Payments on Termination or Change in Control.”

Mr. Rykhus is Raven's President and Chief Executive officer. His fiscal 20142015 total compensation of $1,553,027$1,611,434 was 4% higher than in fiscal 20132014 due primarily to a slightly higher LTIP awards grantedbase salary and management incentive plan payment in fiscal 2014.2015. His base salary increased from $460,000 in February 2012 to $510,000 in February 2013. His2013 to $530,000 in 2014. The increase in Mr. Rykhus' salary reflects the Committee's efforts to make overall executive compensation more competitive. In fiscal 2014, his incentive plan maximum increased from 120% of salary to 150% of his salary to be more consistent with CEOsCEO's at other companies. However, because of the weaker performance of the Company, Mr. Rykhus' incentive payment was $32,271, or 6% of salary, in fiscal 2015 compared to $8,323, or 2% of salary, in fiscal 20142014. In both cases, the incentive payment was only a fraction of the incentive plan maximum because net income and return on assets were below target levels.

Mr. Rykhus’ reported LTIP compensation remained the same from fiscal 2015 compared to $193,752, or 42% of salary, in fiscal 2013. His LTIP compensation increase in fiscal 2014, because the fair value of the awards was $196,349 compared to $139,971the same in both years. Mr. Rykhus’ ultimate payout based on each of these awards will depend on the Company’s performance for the three year period starting in the year of grant. In April 2015, Mr. Rykhus will receive the payout on his RSU grant in April 2012, based on the results for fiscal 2013. The increase in Mr. Rykhus' salary and LTIP compensation reflects the Committee's efforts to make overall executive compensation more competitive (see "Benchmarking" above).years 2013 through 2015.

Mr. Iacarella isserved as Raven's Chief Financial Officer.Officer until December 1, 2014. His total compensation of $622,225$594,165 decreased by 6%5% in fiscal 20142015 due primarily to a lower management incentive plan payment.LTIP compensation. His objectives under the incentive plan were identical to Mr. Rykhus'. His maximum payout under the plan increased from 80% to 110% of salary in fiscal 2014. The lower corporate net income reduced hisMr. Iacarella’s incentive payment for fiscal 2014 management incentive payout2015 was $8,907, or 3.5% of salary, compared to $3,060, or 1% of salary, compared to $62,970, or 27% of salary, in fiscal 2013. His base salary increased by 8.7%, reflecting the Committee's efforts to make overall executive compensation more competitive (see "Benchmarking" above).

Mr. Burkhart leads the Applied Technology Division. His fiscal 20142015 total compensation of $652,606$647,135 decreased by 11%1% due primarily to lower management incentive plan payments compared to fiscal 2013. In2014. His base salary increased by 4% in fiscal 2014,2015, reflecting the Applied Technology Division reported $54.0 million of operating income after capital charges, a 5% decrease from the prior year. Combined with the 18% decrease in corporate income, Mr. Burkhart's incentive plan payout was 8% of salary.Committee's efforts to make overall executive compensation more competitive. His maximum payout under the incentive plan increased from 80% to 110% of salary in fiscal 2014. His baseIn fiscal 2015, the Applied Technology Division reported $31.6 million of operating income after capital charges, a 41% decrease from the prior year. Combined with the 26% decrease in corporate income, Mr. Burkhart's incentive plan payout was 2.5% of salary, increased by 15%, reflecting the Committee's efforts to make overall executive compensation more competitive (see "Benchmarking" above).based on return on sales and return on assets targets.

Mr. Stroschein leads the Aerostar Division. His total compensation of $518,843$723,667 in fiscal 20142015 was 2%40% higher than in fiscal 20132014 due primarily to a 12%higher management incentive plan payment. His base salary increaseincreased by 3.5%, reflecting the Committee's efforts to make overall executive compensation more competitive (see "Benchmarking" above). In fiscal 2014, the Aerostar Division reported $5.1 million of operating income after capital charges, a 30% decrease from the prior year. Combined with the 18% decrease in corporate income, Mr. Stroschein's incentive plan payout was minimal in fiscal 2014, compared to a payout of 6% of salary in fiscal 2013.competitive. His maximum payout under the management incentive plan increased from 80% to 110% of salary in fiscal 2014. In fiscal 2015, the Aerostar Division reported $6.6 million of operating income after capital charges, a 17% increase from the prior year. Combined with the corporate return measures, Mr. Stroschein's incentive plan payout was 80% of salary in fiscal 2015.

The Personnel and Compensation Committee of the Company's Board of Directors has reviewed and discussed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussion with management, the Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K and the Company's 20142015 Proxy Statement.

Submitted by the Personnel and Compensation Committee of the Company's Board of Directors:

The following table shows the payments and benefits that the Named Executives would receive in connection with a variety of employment termination scenarios and upon a change in control of Raven. The information assumes that termination occurred on January 31, 2014.2015. Raven would provide all of the payments. There are no assets set aside for these benefits. The Named Executives must comply with confidentiality and non-competition provisions of the agreements to retain benefits.

The table does not include amounts otherwise due to the executives, such as earned but unpaid salary, bonus and vacation pay and benefits that would accrue to any salaried employee. The table does include the value of unvested stock options and restricted stock units (RSUs), which wouldwill vest upon a change in control for the Named Executives, as they would vest for all of Raven's other key employees, under the 2010 Stock Incentive Plan. Upon a change in control, the RSUs will vest at target levels of performance. In addition, unvested stock options vest upon retirement for the Named Executives, as they would vest for all of Raven's other key employees. RSUs vest on a pro-rata basis for employees who retire 12 months after the grant date.

Termination other than for a change in control is governed by employment agreements with the executives. These agreements require 30 days written notice before termination can occur. They also have retirement provisions that, if the executive's years of employment and age added together exceed 80, allow for early retirement. Early retirement triggers post-retirement benefits under the employment agreement. Retiring executives retain health care and other insurance benefits. The retired executive will be reimbursed for health expenditures up to a percentage (10% for Messrs. Rykhus and Iacarella, 3.5% for others) of the executive's highest salary and bonus over the last five years of employment. Retirement benefits continue until the last to die of the executive or spouse. In the case of Messrs. Rykhus, Brazones and Iacarella, the benefits are “grossed-up” for income tax purposes. In the event of an executive's death, the benefits available to the surviving spouse would be limited to vested retirement benefits.