IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2022: The Company’s proxy statement and Annual Report to Stockholders for the year ended December 31, 2021 are available at materials.proxyvote.com/96951A.

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GLOBAL POWER EQUIPMENTWILLIAMS INDUSTRIAL SERVICES GROUP INC.

400 East Las Colinas Boulevard,200 Ashford Center North, Suite 400425

Irving, Texas 75039Atlanta, Georgia 30338

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 8, 201512, 2022

GENERAL INFORMATION

These proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors (the "Board“Board of Directors"Directors” or the "Board"“Board”) of Global Power EquipmentWilliams Industrial Services Group Inc., a Delaware corporation (the "Company," "us"“Company,” “we,” “us” or "our"“our”), for the annual meeting of stockholders (the “Annual Meeting of Stockholders (the "Annual Meeting"”) to be held on Friday, May 8, 201512, 2022 in the conference center at the offices of the Company located at 400 East Las Colinas Boulevard, Irving, Texas, 75039200 Ashford Center North, Atlanta, Georgia 30338 at 9:00 a.m. local time, and at any adjournments or postponements of the Annual Meeting. ThisThe proxy materials, including this proxy statement, is first being made availableAnnual Report to Stockholders for the year ended December 31, 2021 (the “2021 Annual Report”), and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the “Notice”), will be mailed to stockholders on or about March 27, 2015.25, 2022. For directions to the meeting,Annual Meeting, please call 1-214-574-2700.(770) 879-4400.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting are summarized inis being held for the accompanying Notice of Annual Meeting of Stockholders. Each proposal is described in more detail in this proxy statement.following purposes:

VOTING RIGHTS AND SOLICITATION OF PROXIES

 Only holders

Each share of our common stock, ("par value $0.01 per share (“Common Stock"Stock”) are entitled to vote at the Annual Meeting. At, outstanding as of the close of business on March 11, 2015, the record date for determining the holders of Common Stock entitled to vote at the Annual Meeting16, 2022 (the "Record Date"“Record Date”), there were 17,169,871 shares of Common Stock outstanding. Each holder of a share of Common Stock is entitled to one vote per share.at the Annual Meeting. As of the close of business on the Record Date, there were 26,231,515 shares of Common Stock outstanding and entitled to vote. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmativemeeting.

You may vote all of the Common Stock owned by you as of the close of business on the Record Date. This Common Stock includes Common Stock that is (i) held of record directly in your name and negative votes, abstentions(ii) held for you as the beneficial owner through a bank, broker or other nominee. There are some distinctions between Common Stock held of record and broker non-votes.Common Stock owned beneficially, as described herein.

Quorum Required

Our bylaws provide that the holders of record of at least a majority of the votes represented by theshares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (as described below) will be counted as present for the purpose of determining the presence of a quorum.

Voting of Shares

Whether or not you plan to attend the Annual Meeting, or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive, through this solicitation, and that are not revoked, will be voted in accordance with yourthe instructions on the proxy card or as instructed via Internet or telephone. YouVoting by proxy will not affect your right to attend the Annual Meeting.

The proxy is solicited by the Board and will be voted as you direct on your proxy when properly completed. For “Proposal No. 1 — Election of Directors,” you may specify whether your shares should be voted for all, withheld from all or withheldvoted for all except specified nominees for director. For each of “Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm,” “Proposal No. 3 — Advisory Vote to Approve the nominees for

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director,the Named Executive Officers,” and “Proposal No. 4 — Approval of the Amended and Restated 2015 Equity Incentive Plan,” you may specify whether your shares should be voted for, against or abstain with respect to each proposal.

Our bylaws provide that elections of directors shall be determined by a plurality of the votes cast and all other proposals. Votingactions shall be determined by proxy will not affect your right to attenda majority of the votes cast at the Annual Meeting.Meeting, unless otherwise provided by law. Withheld votes under Proposal 1 and abstentions under Proposals 2 through 4 are not considered votes cast and, therefore, will have no effect on the respective proposals. In addition, broker non-votes, as described below, are not considered votes cast and, therefore, will have no effect on the respective proposals.

If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., or you have stock certificates, you may vote:

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By Internet.  Follow the instructions on the Notice to vote by Internet.



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By telephone or by mail.  If you received a printed version of these proxy materials, follow the instructions on the enclosed proxy card to vote by telephone, or complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board.



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In person at the meeting.  If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting.

If your shares are held in "street name" (held in the name of“street name” (that is, through a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares. If you received a printed version of these proxy materials, you should have received a voting instruction form from yourthe bank, broker or other nominee that holds your shares. For shares held in street name, follow the instructions contained in the Notice or voting instruction form to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials as instructed by the Notice. If you want to vote your shares in person at the Annual Meeting, contact the bank, broker or other nominee who holds your shares to obtain a broker'sbroker’s proxy card and bring it with you to the Annual Meeting. You will not be able to attend the Annual Meeting unless you have a proxy card from your broker.bank, broker or other nominee. You should contact your bank, broker or other nominee or refer to the instructions provided by your bank, broker or other nominee for further information.

If your shares are registered in your name or if you have stock certificates, they will not be voted if you do not vote by Internet or telephone, return your proxy card by mail or vote at the Annual Meeting as described above, but, ifabove. If you properly submit a proxy, but do not specify your proxy card without giving specific voting instructions,choice on one or more of the proposals included thereon, your shares will be voted in accordance with the Board's recommendations as specified below. follows:

The Company knowsBoard is not aware of noany other mattersmatter to be presented at the Annual Meeting.Meeting except those described in this proxy statement. However, if any other matters arematter is properly presented, the proxy holderspersons named as proxies will be authorized to vote the shares represented by proxies according toin accordance with their best judgment.judgment with respect to such matters. Proxies will extend to, and be voted at, any adjournment or postponement of the Annual Meeting. You may revoke or change your proxy at any time before the Annual Meeting. To do this, sendMeeting by submitting a valid, later-dated proxy by the Internet or telephone before 11:59 p.m., Eastern Time, on May 11, 2022, or by mail that is received prior to the Annual Meeting, or by sending a written notice of revocation or another signed proxy with a later date to theour Corporate Secretary of the Company at our principal executive office beforeoffices that bears a later date than the beginningdate of the proxy you want to revoke and is received prior to the Annual Meeting. You may also automatically revoke your proxy by attending the Annual Meeting and voting in person.person; however, attendance at the Annual Meeting will not, by itself, constitute revocation of a proxy. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted shares for Proposal 2 the(the ratification of our independent registered public accounting firm, butfirm); however, if it does not have instructions from you, the bank, broker or other nominee does not have the authority to vote your unvoted shares for Proposal 1 the(the election of nominees to the Board,Board), Proposal 3 the(the advisory vote on approval of compensation of our named executive officersofficers) or Proposal 4 the(the approval of ourthe amendment and restatement of the 2015 Equity Incentive Plan. IfPlan). A “broker non-vote” occurs if your bank, broker or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your bank, broker or other nominee chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as a "broker non-vote."authority. Please note that if your shares

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are held of record by a bank, broker bank or other nominee and if you provide instructions to that nominee on a form received from the nominee, you may revoke or change your voting instructions only by contacting the nominee who holds your shares. You may not vote in person at the Annual Meeting unless you obtain a legal proxy from the bank, broker bank or other nominee. In such event, your attendance at the Annual Meeting will not, by itself, revoke prior voting instructions.

Solicitation of Proxies

We will pay all of the costs of soliciting these proxies. We have engaged Regan & Associates, Inc.In addition to serve assolicitation by mail, our proxy soliciter for the Annual Meeting. Regan & Associates, Inc. will provide advice relating to the content of solicitation materials; conduct of our broker search; solicit banks, brokers, institutional advisorsofficers, employees and hedge funds to determine voting instructions; monitor voting; and deliver executed proxies to our voting tabulator. Regan & Associates, Inc.'s base fee is $18,000 and we will reimburse them for other out of pocket expenses incurred. Our employeesdirectors also may, without additional compensation, solicit proxies by mail, e-mail, facsimile, in person or by telephone or other forms of telecommunication. If your shares are held in "street name" (heldWe have also engaged Morrow Sodali LLC to assist us in the namesolicitation of proxies for a bank, broker orfee of approximately $10,000, plus reasonable out-of-pocket expenses. We will reimburse brokers, banks and other nominee) andnominees who hold shares of common stock in their names for the expenses of furnishing proxy materials to beneficial owners of the shares.

Questions

If you have requested printed versions of these materials, we have requested that your bank, broker or other nominee forward thisany questions about the proposals described in the proxy statement or how to execute your vote, you can contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and obtain your voting instructions. The Company may reimburse these personsbrokers can call collect at: (203) 658-9400

Email: WLMS@investor.morrowsodali.com

PROPOSAL NO. 1
ELECTION OF DIRECTORS

At the Annual Meeting, seven nominees will be elected as directors. Our Board of Directors currently consists of seven members: David A. B. Brown, Steven D. Davis, Linda A. Goodspeed, Robert B. Mills, Nelson Obus, Tracy D. Pagliara and Mitchell I. Quain. Each of our directors, other than Ms. Goodspeed, is standing for their expenses in so doing. Proxies are solicited to give all record holders of Common Stock an opportunity to vote on the matters to be presentedreelection at the Annual Meeting, even if they cannot attend the meeting.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

        Five directors are being nominated for re-election to the Board of Directors by the holders of our Common Stock (the "Nominees"). These directors are Charles Macaluso, Carl Bartoli, Terence J. Cryan, Michael E. Salvati and Michael E. Rescoe.Meeting. In the event any Nomineenominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our presentthe Board of Directors to fill the vacancy. As of the date of this proxy statement,Record Date, the Board of Directors is not aware of any Nomineenominee who is unable or will decline to serve as a director.

Our bylaws provide that the sizeBoard of the Board shall be fixed by the directors, with a minimum of two directors. Concurrently with the March 20, 2015 resignation of Luis Manuel Ramírez from his prior positions as a member of the Board and as our President and Chief Executive Officer, the Board decreased the size of the Board from seven to six directors. All directors are elected annually. One of our six current directors, Frank E. Williams, Jr., will not stand for re-election at the Annual Meeting when his term expires and the Board has reset the size of the Board to five members, effective immediately upon the expiration of Mr. Williams' term.

Nominees for Directors

Set forth below are the name, age, and position of and biographical information about each Nominee,nominee, as of the date of this proxy statement.Record Date:

 Terence J. Cryan

The term for each of our current directors expires at the Annual Meeting. All directors are elected to serve until their respective successors are duly elected and qualified at the next annual meeting of stockholders, or until the earlier of his or her death, resignation, retirement or removal from such position. There are no family relationships among any of our directors or executive officers.

Set forth below is the specific experience, qualifications and background of each of the individuals listed above.

Robert B. Mills has served as a Directormember of the Board of Directors since October 2015 and was appointed Chairman of the Board of Directors in March 2021. From June 2011 through March 2015, Mr. Mills served as the Chief Operating Officer of Assured Guaranty, Ltd. (NYSE: AGO), a publicly traded financial guaranty insurance company. Prior to his role as Chief Operating Officer, Mr. Mills served as Chief Financial Officer of Assured Guaranty, Ltd. from January 20082004 to June 2011. In connection with his role as Chief Operating Officer of Assured Guaranty, Ltd., Mr. Mills chaired the management committee, which established corporate policy and the strategic and tactical direction for the business, and served as a member of the board of directors of each of Assured Guaranty, Ltd.’s five separately regulated insurance companies. Prior to his time at Assured Guaranty, Mr. Mills served as Chief Operating Officer and Chief Financial Officer of the Americas Region of UBS AG, an investment bank and financial services company, from 1994 to 2004. From 1971 to 1994, Mr. Mills worked for KPMG and was elected to the partnership in 1981. Mr. Mills previously served as Executive Chairman of the board of directors of Continental General Insurance Company, a private insurance company, from April 2020 to October 2020, and as oura member of the board of directors of Syncora Holdings Ltd. (n/k/a SHL Holdings Ltd.) (OTC: SYCRF), a financial guaranty insurance company, from 2016 until February 2020. He is a Certified Public Accountant and a Certified Global Management Accountant.

Director Qualifications. Mr. Mills is a Certified Public Accountant and has experience serving as Chief Financial Officer and Chief Operating Officer, most recently for Assured Guaranty, Ltd., a public company. Mr. Mills has extensive financial expertise and a thorough understanding of financial statements, corporate finance and accounting and provides financial and accounting expertise to the Board of Directors. 

David A. B. Brown has served as a member of the Board of Directors since May 2016. Mr. Brown previously served on the board of directors of Concrete Pumping Holdings, Inc. (the successor of Industrea Acquisition Corp.) (Nasdaq: BBCP), a provider of concrete pumping services and concrete waste management services in the U.S. and U.K. markets, from July 2017 through April 2021, where he served as non-executive chairman, chair of the corporate governance and nominating committee and as a member of the audit committee. Mr. Brown also previously served on the board of directors of EMCOR Group, Inc. (NYSE: EME), one of the largest electrical and mechanical construction and facilities services firms in the U.S., where he served as chair of the audit committee and as a member of the nominating and corporate governance committee, from December 1994 to June 2020; on the board of directors of Layne Christensen Company (then Nasdaq: LAYN), a global water management, construction, and drilling company, from 2003 through June 2018, including as chairman beginning in 2005, and, from June 2014 to January 2015, as its President and Chief Executive Officer since March 20, 2015, while the Board conducts a search to identify candidates for a permanent successor to Mr. Ramírez. Mr. Cryan has over 25 years of international business experience as an investment banker based in both the United StatesOfficer; and Europe. He serves as Managing Director of Concert Energy Partners, a New York City based investment and private equity firm focused on the energy industry that he co-founded in 2001. From September 2011 through April 2012 he served as interim President and Chief Executive Officer of Uranium Resources Inc. He also served as President and Chief Executive Officer of Medical Acoustics LLC from 2007 through 2010. Prior to 2001, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns.

        Earlier in his career, Mr. Cryan served as a Managing Director, Energy & Natural Resources Industry Group and member of the Investment Banking Operating Committee at Paine Webber.board of directors of Hercules Offshore, Inc. (then OTC: HERO) from November 2015 to December 2016. Mr. Cryan joined Paine Webber following itsBrown was the chairman of the board of directors of Pride International, Inc., a leading provider of offshore contract drilling and related services to oil and natural gas companies worldwide, from May 2005 to May 2011, and, after Pride’s acquisition of Kidder, Peabody in 1994.

by Ensco plc (now Valaris plc) (NYSE: VAL), Mr. Cryan has been an adjunct professor at the Metropolitan College of New York Graduate School of Business and serves as a director of a number of international companies, including public companies such as Uranium Resources, Inc. (October 2006 to present), Ocean Power Technologies Corporation (October 2012 to present) and Superior Drilling Products Incorporated (May 2014 to Present). During the past five years, Mr. Cryan alsoBrown served as a director of The Providence Service Corporation (May 2009Ensco plc from May 2011 to May 2011)2014. Mr. Brown also previously served as the co-founder and Gryphon Gold Corporation (August 2009 to December 2012). Mr. Cryan is a frequent speaker at finance and energy industry gatheringsPresident of The Windsor Group, Inc., and a memberdirector of the National Association of Corporate Directors. In January 2015 Mr. Cryan became a National

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Association of Corporate Directors (NACD) Board Leadership Fellow, one of the highest levels of credentialing for corporate directors and corporate governance professionals.

        Mr. Cryan holds a Master of Sciencenumerous other companies in Economics from the London School of Economics and a Bachelor of Arts degree from Tufts University.

        Director Qualifications.    Mr. Cryan possesses extensive expertise in financings, mergers and acquisitions. He also has a broad energy industry background and executive-level experience. Mr. Cryan has over 20 years of experience in international business as an investment banker in the United States and Europe. As a co-founder of Concert Energy Partners and as former Managing Director, Energy & Natural Resources Industry Group at Paine Webber, Mr. Cryan has in depth knowledge of the energy industry. In addition, Mr. Cryan brings extensive board-level experience, serving on the boards of a number of international companies.

Charles Macaluso has served as Chairman of our Board of Directors since January 2008. Since 1998, Mr. Macaluso has been a principal of Dorchester Capital LLC, a management consulting and corporate advisory service firm focusing on operational assessment, strategic planning and workouts.

        Mr. Macaluso currently serves as a director of the following public companies: Darling Ingredients Inc., where he serves as chairman of its nominating and corporate governance committee, and Pilgrim's Pride Corporation, where he serves on the audit committee. During the past five years, Mr. Macaluso also served as a director of Elder-Beerman Stores Corp and Global Crossing Limited. Mr. MacalusoBrown is also a member of the National Association of Corporate Directors.

Director Qualifications. Mr. MacalusoBrown has hadextensive financial and management experience. He is a career focused on operational assessment, strategic planning, crisis managementChartered Public Accountant and turnaround advisory services, most recentlya Chartered Accountant and has served in multiple roles for public companies. Mr. Brown has financial expertise, a thorough understanding of financial statements, corporate finance and accounting and extensive experience with Dorchester Capital LLC. Dorchester Capital also haspublic companies, all of which makes him a significant commitment to representing the interests of investor groups as avalued member of the boardsBoard of directors at a diverse array of companies, and Mr. Macaluso brings with him a strong commitment to stockholders' interests. He alsoDirectors.

Steven D. Davis has extensive executive and financial expertise. In addition, Mr. Macaluso brings significant board expertise, including service as Chairman on a number of public and private company boards and committees.

Carl Bartoli has served as our Director since January 2008. Mr. Bartoli previously served as President and Chief Executive Officer of Foster Wheeler USA Corporation and Executive Vice President of Foster Wheeler International Corporation for 13 years. As President and Chief Executive Officer of Foster Wheeler USA Corporation, he was responsible for the Process Plant Division, the Fire Heater Division, Foster Wheeler Constructors Corporation and Foster Wheeler Environmental Corporation. This followed a career in project and construction management at ABB Lummus Global (now CB&I/Lummus) and M.W. Kellogg Company (now KBR, Inc.) covering virtually all facets of the engineering, procurement, and construction of power generation, process, pharmaceutical and infrastructure facilities.

        Since his retirement from Foster Wheeler, Mr. Bartoli has established and serves as President of C. Bartoli Consultants, LLC serving the utility and process industry in the development and execution of capital projects. He has also participated in the preparation of strategic plans, organizational restructuring and acquisition due diligence of engineering and construction firms. Mr. Bartoli has been affiliated with the Construction Industry Institute (CII), a research organization serving the engineering and construction industry, as a member of the Board of AdvisorsDirectors since June 2019. Mr. Davis previously served in a variety of positions at Sempra Energy (NYSE: SRE), a Fortune 500 global energy-infrastructure and public utility holding company, and its indirect subsidiaries, Southern California Gas Company (“SCGC”) (OTC: SOCGM) and San Diego Gas & Electric Company (“SDG&E”), from 1980 until his March 2018 retirement. He served as Corporate Group President—Utilities of Sempra Energy, from January 2017 through his retirement in March 2018; Executive Committee.Vice President—External Affairs and Corporate Strategy of Sempra Energy, from September 2015 through December 2016; President and Chief Operating Officer of SDG&E, from January 2014 through September 2015; and Senior Vice President of External Affairs for Sempra Energy, from March 2012 to December 2013. Prior to that, he held other senior level positions, including Vice President—Investor Relations of Sempra Energy, from May 2010 to March 2012; Vice President—Communications and Community Partnerships of Sempra Energy, from 2006 to 2010; and Senior Vice President—External Relations and Chief Financial Officer for SCGC and SDG&E, from 2004 to 2006. Mr. Bartoli isDavis served as a director of SCGC from September 2011 through December 2013, and again from November 2015 through March 2018, including as its non-executive chairman from January 2017. Mr. Davis also served as a director of SDG&E from 2011 to March 2018, including as its non-executive chairman from January 2017. Mr. Davis has served as a member of the National Associationboard of Corporate Directors.

directors of American States Water Company (NYSE: AWR), a parent company of water utility, electric utility and contracted services subsidiaries, since May 2021, where he serves on the compensation committee and nominating and governance committee. Mr. Bartoli holds a Master of Science degree in Mechanical Engineering from Columbia University and a Bachelor of Science degree in Mechanical Engineering from Fairleigh Dickinson University.

        Director Qualifications.    Mr. Bartoli is an engineering and construction business executive with over 40 years of domestic and international experience in the process and utility industry. His

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experience covers all facets of the engineering and construction industry, including project management, project development, senior line management and executive P&L positions. Mr. Bartoli has alsoDavis previously served on the boards of directors of a numberthe U.S. Chamber of Foster Wheeler Corporation affiliated companies. Since his retirement from Foster Wheeler (now AMEC-Foster Wheeler)Commerce and the establishment of C. Bartoli Consultants, LLC, he has participated in many consulting assignments for the power generation, process and energy industries. He is also a consultant leader with the Gerson Lehrman Group in the energy and industrials sector and is an advisor to Anellotech, Inc., a company developing a cellulosic biomass conversion technology for the production of petrochemicals, and Sundrop Fuels, Inc., a gasification-based advanced biofuels company.Edison Electric Institute.

 Michael E. Rescoe has served as our Director since July 2014. Mr. Rescoe served as executive vice-president and chief financial officer of Travelport Ltd. (travel services), a privately held company, from November 2006 until October 2009. He served as executive vice president and chief financial officer of the Tennessee Valley Authority, a federal corporation that is the nation's largest public power provider, from July 2003 until November 2006. Mr. Rescoe was a senior officer and the chief financial officer of 3Com Corporation, a global technology manufacturing company specializing in Internet connection technology for both voice and data applications, from April 2000 until November 2002. Prior thereto, Mr. Rescoe was associated with Forstman Little, a leveraged buyout firm and prior to that, Mr. Rescoe was chief financial officer of PG&E Corporation, a power and natural gas energy holding company. Mr. Rescoe has also served as a senior investment banker with Kidder, Peabody and a senior managing director of Bear Stearns specializing in the energy and utility section offering strategy and capital markets expertise. From December 2003 until October 2011, Mr. Rescoe served as a director of Global Crossing Ltd., where he served as chairman of the audit committee. Mr. Rescoe also served as a director of Darling Ingredients Inc. from May 2011 until February 2014, where he served as the audit committee chair and on the compensation committee. Mr. Rescoe is a graduate of Tulane University undergraduate and The University of Texas, Austin MBA program.

Director Qualifications. Mr. Rescoe hasDavis brings a multi-faceted perspective and in-depth industry understanding to the Board through his extensive experience in the energy services industry, including decades of experience in utility and soenergy infrastructure operations, and his prior service in executive management of a public company and board member of utility companies, as well as board service in leading utility and business organizations.

Linda A. Goodspeed has served as a strong understandingmember of the business in which we engage. In addition to his industry experience, Mr. Rescoe has a strong financial background, including a deep understanding of financial statements, corporate finance, accounting and capital markets, and so is able to provide financial expertise to the Board of Directors.

Michael E. Salvati has served as our DirectorDirectors since August 2011. Since December 2000, Mr. Salvati has been President at Oakridge Consulting, Inc., which provides interim management, management consulting and corporate advisory services to companies ranging in size from start-ups to multinational corporations. From February 2004 to May 2004, Mr. Salvati served as Chief Financial Officer of AMI Semiconductor, Inc. From September 1998 to February 2000, Mr. Salvati was Executive Vice President—November 2021. Ms. Goodspeed is the retired Chief Operating Officer of Nationaland a Managing Partner at WealthStrategies Financial Partners, Corp. From June 1996 to June 1998, Mr. Salvati wasAdvisors, a registered investment advisory firm, positions she held from 2008 until her retirement in 2017. Ms. Goodspeed previously served as Senior Vice President and Chief FinancialInformation Officer of Culligan Water Technologies,The ServiceMaster Company, a provider of home services, from 2011 to 2015. From 2008 to September 2011, Ms. Goodspeed served as Vice President, Information Systems and Chief Information Officer for Nissan North America, Inc., where he oversaw the completiona subsidiary of nearly 50 acquisitions overNissan Motor Company, a periodglobal manufacturer of 18 months. Mr. Salvati wasvehicles. From 2001 to 2008, Ms. Goodspeed served as Executive Vice President at Lennox International Inc., a partner at KPMG Peat Marwick LLP from 1990 to 1996.

        Mr. Salvati is a Certified Public Accountantglobal manufacturer of air conditioning, heating and member of the American Institute of Certified Public Accountants, Illinois CPA Society. Hecommercial refrigeration equipment. Ms. Goodspeed currently serves as a member of the board of directors and Chairof each of the Audit Committeefollowing companies: American Electric Power Company, Inc. (Nasdaq: AEP), a public utility holding company, where she serves on the audit, nuclear oversight and policy committees and as chair of the technology committee; AutoZone, Inc. (NYSE: AZO), a retailer and distributor of automotive replacement parts and accessories in the United States, where she serves on the audit and compensation committees; and Darling Ingredients Inc. (NYSE: DAR), a producer of organic ingredients, where she serves as chair of the compensation committee and as a member of the Compensation Committeenominating and corporate governance committee. She previously also served on our Board of Apollo Commercial Real Estate Finance Inc., positions he has held since September 2009Directors from May 2016 to April 2018 and on the board of directors of Columbus McKinnon Corp. from October 2004 to May 2017.

Director Qualifications. Ms. Goodspeed’s extensive experience in management roles and as a member of the board of directorsdirector of public companies makes her well qualified to serve as a director of the Company. She has held multiple key strategic and the audit committeeoperational roles with several large global companies and in information technology and currently serves on three other boards of MidCap Finco Ltd & Ltd & MidCap Finco Holdings Ltd. Mr. Salvati's previous board memberships include Things Remembered, Inc., Lazydays, Inc., NCH Nu World Marketing, Ltd., Coho Energy, Inc., Prime Succession, Inc.,public companies. Ms. Goodspeed’s experience in information technology roles and Castle Holdco 4, Ltd. Mr. Salvati is also a member ofwith cybersecurity, including having completed the National Association of Corporate Directors’ certification in cybersecurity oversight, brings valuable experience to the Board of Directors. Ms. Goodspeed is also a registered investment advisor.

Nelson Obus has served as a member of the Board of Directors since June 2016. Mr. Obus has served as president of Wynnefield Capital, Inc. since November 1992 and as the managing member of Wynnefield Capital Management, LLC since January 1997. Wynnefield Capital Management, LLC manages two partnerships and Wynnefield Capital, Inc. manages one partnership, all three of which invest in small-cap value U.S. public equities. Since October 2018, Mr. Obus has served on the board of directors of Landec Corporation (Nasdaq: LNDC), which designs, develops, manufactures and sells differentiated health and wellness products for food and biomaterials markets, where he serves as a member of the nominating and corporate governance committee and the compensation committee. Mr. Obus previously served as a member of the board of directors of Jason Industries Inc. (then OTC: JASN) (n/k/a Jason Holdings Inc.), the parent company of manufacturing subsidiaries within the finishing and seating markets, from June 2018 to August 2020, upon its emergence from bankruptcy; Layne Christensen Company (then Nasdaq: LAYN) from 2004 to June 2018; Breeze-Eastern Corporation, a company that designs, develops, manufactures, sells and services sophisticated mission equipment for helicopters, from January 2012 to December 2015; Gilman Ciocia, Inc., a company that provides income tax preparation, accounting and financial planning services, from September 2007 to January 2012; and Sylvan, Inc., a formerly Nasdaq-listed company specializing in producing and distributing mushroom spawn, from 2001 to 2006.

Director Qualifications. Mr. Obus’s pertinent experience, qualifications, attributes and skills include: financial literacy and expertise, capital markets expertise and managerial experience gained through his leadership roles and ownership interest in related investment management companies, Wynnefield Capital Management, LLC and Wynnefield Capital, Inc., and the knowledge and experience he has attained from service on other public company boards. He also brings to the Board the perspective of the Company’s most significant stockholder.

Tracy D. Pagliara has served as a member of our Board of Directors since July 2017 and as our President and Chief Executive Officer starting in April 2018, having previously served as Co-President and Co-CEO from July 2017 through April 2018. Prior to July 2017, he served as our Chief Administrative Officer, General Counsel and Secretary from January 2014, and also as Senior Vice President from November 2015. He previously served as our General Counsel, Secretary and Vice President of Business Development from April 2010 through December 2013. Prior to joining the Company in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps and other fluid transfer equipment, from August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Vice President of Administration, Chief Compliance Officer and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara currently serves on the board of directors and audit, compensation and nominating and corporate governance committees of Westwater Resources, Inc. (formerly Uranium Resources, Inc.) (NYSE American: WWR), a diversified energy materials developer, where he has served since July 2017. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant. In addition, in accordance with customary practice, Mr. Pagliara and other officers of the Company have served as officers of the Company’s various subsidiaries, although not acting in an executive role for the relevant subsidiary. As previously disclosed, such subsidiaries included Koontz-Wagner Custom Controls Holdings LLC, which filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code in July 2018 and ceased operations at such time.  

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        Mr. Salvati received a Bachelor of Science degree in Microbiology and a Master of Science degree in Accounting from the University of Illinois at Champaign-Urbana.

Director Qualifications. Mr. SalvatiPagliara has significant experiencea deep understanding of the Company and its business, having been with the Company since 2010. He has worked in the areaindustry for nearly 20 years and has extensive experience advising public companies. His executive compensation, governance, legal and accounting background further add to his value as a member of corporate advisory services, with an emphasisthe Board of Directors.

Mitchell I. Quain has served as a member of our Board of Directors since September 2020. Mr. Quain has served on strategic planning, capital structure and mergers and acquisitions. In his prior executive positionsthe Executive Council of American Securities LLC, a private equity firm, since January 2020. From December 2011 to December 2019, Mr. Quain was a Senior Advisor at the private equity firm Carlyle Group. From January 2010 through December 2011, Mr. Quain was a Partner at One Equity Partners, a private investment firm. From 2006 through 2009, he was directly responsiblea Senior Director and then Managing Director of ACI Capital Corp., a private equity investment firm. From 2002 through 2005, Mr. Quain served as Chairman of Register.com, Inc., a provider of domain name registration and internet services, and, from 1997 to 2001, he was employed with ABN AMRO Bank N.V. and its predecessors in several capacities, including Vice Chairman of Investment Banking. Mr. Quain has served on the board of directors of AstroNova, Inc. (Nasdaq: ALOT), a global leader in data visualization technologies, where he serves on the compensation and nominating and governance committees and as chair of the audit committee, since 2011; Star Equity Holdings, Inc. (formerly Digirad Corporation) (Nasdaq: STRR), a diversified holding company with three divisions: Healthcare, Construction, and Investments, where he serves as lead independent director and on the audit and compensation committees and as chair of the corporate governance committee, since 2019; Kensington Capital Acquisition Corp. V (NYSE: KCGI), a special purpose acquisition company formed for managing acquisition-led growth within the relevant companies which are skills that we believe bring value topurpose of effecting a merger, stock purchase or similar business combination with a business in the Company.automotive and industrial sectors, since August 2021, where he serves on the audit committee and as chair of the nominating and corporate governance committee; and Kensington Capital Acquisition Corp. IV NYSE: KCAC), a special purpose acquisition company, since the completion of its initial public offering in March 2022, where he serves on the audit committee and as chair of the nominating and corporate governance committee. Mr. Salvati's serviceQuain previously served on the boards of multiple other public and private companies, including Kensington Capital Acquisition Corp. from June 2020 to November 2020, upon the completion of its initial business combination (now QuantumScape Corporation), Kensington Capital Acquisition Corp. II from February 2020 to October 2021, upon the completion of its initial business combination (now Wallbox N.V.), Jason Industries, Inc. (n/k/a Jason Holdings Inc.), DeCrane Aircraft Holdings, Inc., Handy & Harman Ltd., Hardinge Inc., HEICO Corporation, Magnetek, Inc., Mechanical Dynamics, Inc., RBC Bearings Incorporated, Register.com, Inc., Strategic Distribution, Inc., Tecumseh Products Company, Titan International, Inc., and Xerium Technologies, Inc. He is also a Chartered Financial Analyst.

Director Qualifications. Mr. Quain’s substantial public company boards overboard and governance experience, as well as his history in private equity and his designation as a Chartered Financial Analyst, bring a valuable perspective to the last twelve years provides usBoard.

Selection of Certain Directors

The Board has prioritized the need for more diversity on the Board; in connection with valuable insights into manyour goal to add more diversity to the Board, Ms. Goodspeed was identified and recommended by a non-employee director of the issuesCompany. Ms. Goodspeed previously served on our Board from May 2016 to April 2018, and several of our other directors served with her during that we face, and useful perspectives in relation to compensation and corporate governance matters. Mr. Salvati,time. Following the identification of Ms. Goodspeed as a former auditor, has significantpotential candidate, members of the Board of Directors interviewed Ms. Goodspeed, and she completed a questionnaire providing information relating to her experience, background and expertise in finance, controls, accounting and audit matters.

        Each of Messrs. Macaluso, Bartoli, Cryan, Rescoe and Salvati was recommended for nomination by theother factors. The Nominating and Corporate Governance Committee reviewed Ms. Goodspeed’s qualifications, including her information technology and was nominatedcybersecurity knowledge, and ultimately recommended Ms. Goodspeed to the Board for election by the full Board of Directors. Messrs. Macaluso, Bartoli and Cryan were appointed as our directors by the Bankruptcy Court upon our emergence from bankruptcy in January 2008. Mr. Salvati was recommended for nomination by a non-management director and was appointedappointment as a director in August 2011. The Board appointed Mr. Rescoedirector.

There is no arrangement or understanding between Ms. Goodspeed and any person pursuant to which Ms. Goodspeed was selected as a director in July 2014. Alldirector.

Required Vote

Stockholders may cast their vote “for” or “withhold” authority to vote for each of our directors were re-electedthe nominees for new one year terms at our Annual Meeting of Stockholders held on May 8, 2014, excluding Mr. Rescoe who was not appointed as a director until after the 2014 Annual Meeting of Stockholders.

Vote Required

director. The directors will be elected by a plurality of the votes cast by holders of the Company's Common Stock. The fiveStock, meaning that the seven nominees for director receiving the highest number of affirmative votesshares voted “for” their election will be elected. Abstentions“Withhold” votes and broker non-votes are not considered votes cast and will not be counted as having been voted for purposes ofhave no effect on the election of directors. Stockholders may not cumulate votes in the election of directors.

Recommendation of the Board of Directors

The Board recommends a vote

THE BOARD RECOMMENDS A VOTE FOR the election of each of the nominees.ALL OF THE DIRECTOR NOMINEES.

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THE BOARD, ITS COMMITTEES AND ITS COMPENSATION

Our Board of Directors is responsible for establishing broad corporate policies and for overseeing the overall management of the Company. In addition to considering various matters which require its approval, our Board of Directors provides advice and counsel to, and ultimately monitors the performance of, our senior management.

Director Independence

Our Board of Directors has reviewed the criteria for determining the independence of our directors under NYSE American and U.S. Securities and Exchange Commission (“SEC”) rules. Of the seven nominees for director, the Board determined each of Ms. Goodspeed and Messrs. Brown, Davis, Mills, Obus and Quain satisfied such independence criteria. In addition, the Board determined that Mr. Macaluso, who served on the Board during 2021, was independent under such criteria. Accordingly, during 2021 and as of the Record Date, our Board was comprised of a majority of directors who qualified as independent directors under the rules adopted by the SEC and NYSE American. In addition, all Board committee members are and, during 2021, were, independent for the purposes of the committees on which they served during the time of such service.

In assessing the independence of our directors, the Board of Directors considered the relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant, including the beneficial ownership of our Common Stock by each non-employee director, including Mr. Obus’s relationship with the Company’s largest stockholder.  

Board Leadership Structure and Committee Composition

The Board of Directors takes a flexible approach to the issue of whetherwill exercise its discretion in combining or separating the offices of the Chairman of the Board and the Chief Executive Officer, ("CEO") should be separated or combined. This approach allowsbased on the Board to regularly evaluate whether it is inBoard’s judgment of the best interests of the Company for the CEO or another directorand its stockholders from time to hold the position of Chairman. Currently, the Company hastime. We have separated the position of Chairman of the Board and Chief Executive Officer since the Company emerged from bankruptcy in January 2008. We believe that this is the appropriate leadership structure, as it permits our Chief Executive Officer to focus attention on running the businessmanaging day-to-day operations and developing corporate strategy, while our Chairman of the Board, Mr. Macaluso,Robert B. Mills, provides independent leadership to the Board of Directors in performing its advisory, governance and oversight functions. The Board does not believe that one particular leadership structure is appropriate at all times and will continue to evaluate the Board’s leadership structure from time to time.

The Board of Directors has three (3) standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter, the adequacy of which each respective committee annually reviews and reassesses. A copy of each charter is available under the heading “Governance—Governance Documents” of the Investor Relations section of our website at www.wisgrp.com. The information provided on the Company’s website is referenced in this proxy statement for information purposes only and shall not be deemed to be a part of or incorporated by reference into this proxy statement or any other filings the Company makes with the SEC. Our Board of Directors may establish additional committees from time to time in accordance with our bylaws.

As of March 20, 2015, the members of the standing committees changed and currently,Record Date, the membership of the standing committees iswas as follows:

Audit Committee.Committee

The Audit Committee assists the Board of Directors in overseeing our accounting and financial reporting processes, and the auditsaudit of our consolidated financial statements and the review of our internal control over financial reporting,functions, including monitoring the integrity of our financial statementsreporting and the independence and performance of our independent registered public accounting firm. The Audit Committee appoints and oversees an independent registered public accounting firm to audit our financial statements, and our internal control over financial reporting. In addition, the Audit Committee approvesas well as approving the scope of the annual audits and fees to be paid to our independent registered public accounting firm. The Audit Committee held four (4) meetings during 2014.

also oversees compliance with the Company’s Code of Business Conduct and Ethics and Related Party Transaction Policy. The Audit Committee regularly reviews and reassessesheld six meetings during 2021.

Each member of the adequacy of its Audit Committee Charter. A copymeets the requirements for financial literacy under the applicable rules and regulations of the current Audit Committee Charter is available under the heading "Corporate Governance" of the Investor Relations section of our website at http://www.globalpower.com/.

SEC and NYSE American. Our Board of Directors has determined that:

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Mr. Salvati qualifies as an "audit committee financial expert," as defined by Item 407(d)(5)that each of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act");



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each member of the Audit Committee:



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is independentCommittee qualifies as an “audit committee financial expert,” as defined inunder the applicable rules of the New York Stock Exchange ("NYSE"),

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meets the criteria for independence set forth in Rule 10A-3(b)(1)SEC, and is financially sophisticated, as defined under the Exchange Act,



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has not participated in the preparationapplicable rules and regulations of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and



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is able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

Compensation Committee.Committee

The Compensation Committee reviews the performance of our executive officers, establishesapproves compensation programs for the executive officers (including salary and shortshort- and long-term incentive programs) and, reviews the overall compensation programs of the Company. The Compensation Committee alsoCompany and its strategies related to human capital management, including talent acquisition, development, and retention and succession planning, and administers our stockequity incentive plans and awards. During 2014,2021, the Compensation Committee held eight (8)four meetings.

The Compensation Committee regularly reviews and reassesses the adequacy of its Compensation Committee Charter. A copy of the current Compensation Committee Charter is available under the heading "Corporate Governance" of the Investor Relations section of our website at http://www.globalpower.com/.

        The CEO, Chief FinancialExecutive Officer General Counsel and Chief Human ResourcesFinancial Officer of the Company generally attend portions of Compensation Committee meetings and provide input to the Compensation Committee with respect to issues affecting compensation, key responsibilities, corporate objectives and equity plan management and compliance. As discussed in the "Compensation Discussion and Analysis" section beginning on page 15 below, the CEOThe Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of our executives and participates in discussions of such compensation. From time to time, other members of management and Company personnel may attend Compensation Committee meetings to provide presentations andor participate where subject matters involving their expertise are discussed. No member of management is present during discussions of his or her performance or compensation, and no member of management (including the CEO)Chief Executive Officer) is present during deliberations and voting with respect to the CEO'sChief Executive Officer’s performance or compensation.

The Compensation Committee may, in its sole discretion, select, retain and obtain, at ourthe Company’s expense, the advice of independent compensation consultants. The Compensation Committee has the authority to set the compensation and oversee the work of the compensation consultant. In 2014,2021, the Compensation Committee appointedengaged its existing compensation consultant, Meridian Compensation Partners ("Meridian"(“Meridian”) to provide it with advice in connection with our 2014 compensation program, as further described below under "Compensation Discussion and Analysis—Compensation Peer Group." The Compensation Committee has re-appointed. Meridian to serve as its independent consultant in connection with our 2015 compensation program. Meridian reportsreported directly to the Compensation Committee and servesserved at the sole discretion of the Committee. It does not perform any other services for the Company.Compensation Committee on such matters. The Compensation Committee has assessed the independence of Meridian pursuant to the SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from providing independent advice to the Compensation Committee. For additional information regarding the services provided by Meridian during 2021, see “The Board, Its Committees and Its Compensation—Director Compensation” and “Executive Compensation—Compensation Consultant.”

The Compensation Committee also may, in its sole discretion, retain and obtain, at ourthe Company’s expense, the advice and assistance of outside counsel and such other advisors as it deems necessary.

The Compensation Committee Charter provides that the Compensation Committee may delegate its authority to one or more subcommittees. As of the date of this proxy statement, the Compensation Committee has not delegated such authority.

Nominating and Corporate Governance Committee.Committee

The Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance Committee") oversees the nomination of directors for service on the Board of Directors and its committees (as described further below under “Board Nomination Process”), reviews and considers developments in corporate governance practices, reviews the Company’s environmental, social and governance (“ESG”) policies and reporting, recommends to the Board of

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Directors policies and procedures with respect to corporate governance.governance and reviews and recommends to the Board any responses to stockholder proposals. During 2014,2021, the Nominating and Corporate Governance Committee held five (5) meetings.

 The Nominating and Corporate Governance Committee regularly reviews and reassesses the adequacy of its Nominating and Corporate Governance Committee Charter. A copy of the current Nominating and Corporate Governance Committee Charter is available under the heading "Corporate Governance" of the Investor Relations section of our website at http://www.globalpower.com/.

Director Independence

        Our Board of Directors has reviewed the criteria for determining the independence of our directors under NYSE and Securities and Exchange Commission ("SEC") rules. It has affirmatively determined that currently each of Messrs. Macaluso, Bartoli, Williams, Rescoe and Salvati is independent under such criteria. Accordingly, during 2014 and continuing through the date of this proxy statement, our Board of Directors has been comprised of a substantial majority of directors who qualify as independent directors under the rules adopted by the SEC and NYSE. Mr. Williams will not stand for re-election at the Annual Meeting, and therefore, effective as of the date of the Annual Meeting, Mr. Williams will no longer be a member of the Board of Directors or any committee thereof.

        In considering the independence of our directors, the Board of Directors specifically addressed those matters disclosed in "Certain Relationships and Related Transactions," beginning on page 49 below. Except as disclosed in that section, there were no specific transactions, relationships or arrangements that were considered by the Board of Directors in determining the independence of any of our directors.

Board's Role in Risk Oversight

        The Board of Directors as a whole has ultimate responsibility for risk oversight and the standing committees of the Board of Directors assist in fulfilling this responsibility. In particular, the Audit Committee oversees risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance. The Audit Committee also reviews with management our policies and practices with respect to risk assessment and management, and our exposure to material financial risk and management's efforts to monitor and control such exposure. The Compensation Committee oversees our compensation programs and reviews the conduct incented by those programs, including the impact on risk-taking by our executive officers and employees, as further described under "Compensation Discussion and Analysis—Risk Assessment" beginning on page 23 below. The Nominating and Corporate Governance Committee oversees the organization, membership and structure of our Board of Directors and our corporate governance practices. The committee members regularly report to the full Board of Directors on material developments in their areas of oversight.

Board Nomination Process

The Nominating and Corporate Governance Committee believes that members of the Company'sCompany’s Board must possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to stockholders, provide effective oversight of the management of the Company and monitor the Company'sCompany’s adherence to principles of sound corporate governance. The Nominating and Corporate Governance Committee has identified certain threshold criteria for Board nominees, which has beenare set forth in our Director Nominations Policy. However,Policy and include the following:

The above are only threshold criteria, and the Nominating and Corporate Governance Committee will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate'scandidate’s credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances.

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Integrity.  All candidates must be individuals of personal integrity and ethical character, and who value and appreciate these qualities In addition, in others.



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Absence of Conflicts of Interest.  Candidates should not have any interests that would materially impair his or her ability to: (i) exercise independent judgment; or (ii) otherwise discharge the fiduciary duties owed as a director to the Company and its stockholders.



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Fair and Equal Representation.  Candidates must be able to represent fairly and equally all stockholders of the Company without favoring or advancing any particular stockholder or other constituency of the Company.



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Oversight.  Candidates are expected to have sound judgment, borne of management or policy-making experience (which may be as an advisor or consultant), that demonstrates an ability to function effectively in an oversight role.



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Expertise.  Each candidate should possess professional and personal experiences and expertise relevant to the Company's purpose, mission, and strategy.



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Business Understanding.  Candidates must have a general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company. These include: contemporary governance concerns; regulatory obligations of a public issuer; strategic business planning; competition in a global economy; and basic concepts of corporate finance.



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Available Time.  Candidates must have, and be prepared to devote, adequate time to the Board and its committees. It is expected that each candidate will be available to participate fully in Board activities including attendance at, and active participation in, meetings of the Board and any committees on which the candidate will serve, as well as the Company's Annual Meeting of Stockholders. Candidates shall be responsible for the management of other business and professional commitments, including service on the boards of other companies, so as not to interfere with or materially limit his or her ability to meet such Board and committee obligations.



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Exceptions.  Under exceptional and limited circumstances,identifying nominees, the Nominating and Corporate Governance Committee may approve the candidacy of a nominee who does not satisfy all of these requirements if it believes the service of such nominee isstrives to identify and recruit individuals with diverse talents, experiences and backgrounds. The Board has adopted resolutions requiring that reasonable steps be taken to ensure that diverse candidates are included in the best interestspools from which director nominees are chosen and affirming its commitment to a policy of inclusiveness to ensure that: diverse candidates are routinely sought as part of every Board candidate search undertaken by the Company; the Board strives to obtain diverse candidates by expanding director searches to include nominees from non-traditional backgrounds; and Board composition shall be periodically revisited to ensure that it reflects the knowledge, experience, skills, expertise, and diversity required for the Board to fulfill its duties. Our goal is to develop a Board whose membership is diverse in many ways, including race, gender, and ethnicity, as the Board recognizes that these attributes can play an important role in enhancing the dynamics of the Company and its stockholders.



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Corporate Governance Guidelines.  Each candidate shall comply with the requirements set forth in the Corporate Governance Guidelines of the Company.



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Additional Qualifications.  In approving candidates for election as director, the Committee will also assure that:



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at least a majority of the directors serving at any timeBoard. When vacancies arise on the Board are independent, as defined underin the rules of NYSE;



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at least threefuture, the Board intends to use the opportunity to seek to expand the diversity of the directors satisfy the financial literacy requirements required for service on the audit committee under the rules of NYSE;



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at least one of the directors qualifies as an audit committee financial expert under the rules of the SEC;



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at least some of the independent directors have experience as senior executives of a public or substantial private company; and



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at least some of the independent directors have general familiarity with an industry in which the Company conducts a substantial portion ofBoard. The Board will also review its business or in related industries.

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The Nominating and Corporate Governance Committee also will consider properly submitted stockholder candidates for membership on the Board of Directors. Any stockholder of the Company wishing to submit a candidate for the Nominating and Corporate Governance Committee'sCommittee’s consideration must provide a written notice recommending the candidate to theWilliams Industrial Services Group Inc., 200 Ashford Center North, Suite 425, Atlanta, Georgia 30338, Attention: Corporate Secretary of Global Power Equipment Group Inc. at 400 East Las Colinas Boulevard, Suite 400, Irving, Texas 75039,or by email to corporatesecretary@globalpower.comcorporatesecretary@wisgrp.com (with a confirmation copy sent by mail) or by fax to 1-214-574-2712 (with a confirmation copy sent by mail).

The written notice must be timely submitted and include required information in accordance with the Company's bylaws (see "Stockholder Proposals For 2016 Annual Meeting" below for more information).Company’s bylaws. Candidates recommended by our stockholders will be evaluated against the same criteria and under the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Annual Board Meetingsand Committee Self-Evaluations

The Board held nine (9) meetings during 2014. Withconducts an annual self-evaluation to assess whether the exceptionBoard, its committees, and each member of the absenceBoard are working effectively together, and to provide an opportunity to reflect upon, and improve, processes and effectiveness. Our Board is committed to an annual evaluation process and recognizes this process promotes continuous improvement. The annual self-assessment evaluates the performance of one director at one meeting ofthe Board and its committees in accordance with a procedure established by the Nominating and Corporate Governance CommitteeCommittee. The evaluations help inform the Nominating and twoCorporate Governance Committee’s discussions regarding Board succession planning and refreshment and complement the Committee’s evaluation of the size and composition of the Board. The Board also recognizes that a robust and constructive evaluation process is an important part of good corporate governance and board effectiveness. For 2021, each director completed confidential written questionnaires that requested subjective comment in key areas and solicited input for areas of development, for the Board as a whole and for each committee upon which the director served. The results were reviewed and compiled by outside counsel and reviewed in detail with the Board as whole at an in-person meeting with outside counsel present.

Board’s Role in Risk Oversight

While senior management has primary responsibility for managing risk, one of the principal functions of our Board of Directors is to provide oversight concerning the assessment and management of strategic and operational risk exposure related to our business, which may include regulatory, financial, human capital, ESG, safety, information technology and cybersecurity, litigation and reputation risks, among others. The Board has also reviewed risks related to the impact of the COVID-19 pandemic on the business since the pandemic began and will continue to do so throughout the duration of the pandemic. The Board of Directors is involved in risk oversight through direct decision-making authority with respect to fundamental financial and business strategies and major corporate activities, including material transactions and financings, as well as through its oversight of management and the committees of the Board of Directors. Management is responsible for identifying the material risks facing the Company, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with the Board or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board of Directors and applicable Board committees regarding, among other things, business operations and strategic planning, financial planning and budgeting and regulatory and legal matters, including any material risk to the Company related to such matters. In addition, like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Board, with input from management, assesses the Company’s cybersecurity risks and the measures implemented by the Company to mitigate and prevent cyberattacks and respond to data breaches.

The Board has delegated oversight for specific areas of risk exposure to committees of the Board of Directors as follows:

The committee members regularly report to the full Board of Directors on material developments in their areas of oversight. At each regular meeting of our Board of Directors, the chairperson of each committee reports to the full Board regarding the matters reported and discussed at any committee meetings, including any matters related to risk assessment or risk management. Upon the request of the committees, our Chief Executive Officer, Chief Financial Officer and other senior management attend meetings of these committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held. Our Board of Directors believes that the Auditprocesses it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under “Board Leadership Structure and Committee each director servingComposition” above.

Environmental, Social, Health, Safety and Governance Matters

Our business is to build, improve, and maintain infrastructure that provides essential services to people, including clean power and water. As we fulfill our mission, safety will be given our first priority in planning all of our operating activities to protect employees, customers, and visitors from occupational injuries and illness, property damage and environmental loss or damage. We recognize that often, when we take actions to protect our people, we are also necessarily protecting other people and the environments in which we and they live and operate. This relationship between protecting people and protecting their environments is the common link between our core value of safety and that of sustainability—the need and desire to promote the sensible and sustainable use of natural resources, reduce risks to health and safety, and mitigate the negative impact of our operations, and those of our customers, on the environment.

Recognizing the need and responsibility for the safety of our employees and the environments in we operate, we consider accident prevention an important and integral part of every operational undertaking and we will make every effort to provide a safe and healthy work environment.

Another essential element of our business is a strong governance and risk and compliance framework which is supported by a number of key policies, procedures, and systems to ensure that we maintain appropriately high levels of personal and professional integrity. To this end, we have an independent, experienced and active Board of Directors, which is chaired by an independent director. The Nominating and Corporate Governance Committee is specifically tasked with regularly reviewing our ESG policies, programs, initiatives and reporting. Our Board of Directors, together with our management team, oversees an array of corporate compliance programs, including our Code of Business Conduct and Ethics, Corporate Governance Guidelines, a whistleblower hotline, proprietary risk-management programs, an executive compensation recovery program, anti-harassment, antitrust, anti-bribery and anti-corruption training and related programs, and compliance policies relating to other areas of our business.

We have built a respectful, inclusive, fair and equitable work environment that empowers our employees, rewards excellence (one of our core values), and provides the opportunity to our people, wherever they are situated in 2014 attended 100%the Company, to develop themselves and our business as we move forward together to the benefit of our stakeholders. We are continuing to seek to build a workforce with diverse experiences, talents, and cultures because we recognize that individuals with diverse backgrounds, such as gender, age, race, ethnicity, disability, sexual orientation, religion, and veteran’s status, bring valuable differences in perspectives, culture and ways of working into our organization. We believe that the different viewpoints and experiences of a diverse workforce can provide benefits to our customers and our employees.

As we continue to implement our ESG policies and procedures, we will strive to:

No assurance can be given that any plan, initiative, commitment, or expectation set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results.

Human Capital

We believe our employees are our greatest asset. Our business success is dependent upon our ability to attract, develop, and retain high performing talent by providing a culture that is built on our core values of safety, integrity, excellence, and results.

Along with our core values, we act in accordance with our ESG policies and procedures outlined above and our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires a commitment from employees, officers and directors at the Company and its subsidiaries to conduct business honestly and ethically. Among other things, our Code of Business Conduct and Ethics encourages employees to talk to supervisors, managers, or other appropriate personnel, including the Chief Executive Officer, the Chief Financial Officer, or the General Counsel, about observed illegal or unethical behavior and the best course of action in a particular situation. The Company has a confidential hotline administered by an outside firm that an employee can call or visit on the internet to anonymously submit a report in the event he or she has ethical concerns or suspects instances of misconduct.

For over 15 years, we have maintained a safety record in the top quartile of the industry, benefiting both us and our customers. We also maintain a broad range of professional certifications and memberships in national organizations relevant to the performance of many of the services we provide.

Board Meetings

The Board held 11 meetings during 2021. Each of our current directors attended at least 75% of the aggregate meetings of the Board held during the period for which he or she served and the committees of the Board on which he served.or she served during the periods that he or she served during 2021. Each director is expected to devote the time necessary to appropriately discharge his or her responsibilities and to rigorously prepare for and attend and participate in all Board meetings and meetings of Board committees on which he or she serves. In addition, the independent directors meet regularly in executive session without the presence of management.

Annual Meetings of Stockholders

Pursuant to our Corporate Governance Guidelines and Director Nominations Policy, directors are expected to attend the Annual Meetingall annual meetings of Stockholders.stockholders, either in person or telephonically. All of ourthen-serving directors attended the 2021 Annual Meeting of Stockholders held in May 2014 in person, with(the “2021 Annual Meeting”). The Board anticipates that each director will attend the exception of Mr. Rescoe, who became a member of the Board of Directors on July 31, 2014.Annual Meeting.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

 Our

The Board of Directors has adopted a Code of Business Conduct and Ethics, which outlines the principles of legal and ethical business conduct under which the Company doeswe do business. The Code of Business Conduct and Ethics is applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available under the heading "Corporate Governance"“Governance—Governance Documents” of the Investor Relations section of our website at http://www.globalpower.com/.www.wisgrp.com. Upon written request to our Corporate Secretary the Companymailed to our principal executive offices, we will provide a copy of the Code of Business Conduct and Ethics free of charge. Any substantive amendment of the Code of Business Conduct and Ethics, and any waiver of the Code of Business Conduct and Ethics for executive officers or directors, will be made only after approval by ourthe Board of Directors or a committee of the Board, and will be disclosed on our website. In addition, any such amendment or waiver will be disclosed within four days on a Form 8-K filed with the SEC if then required by applicable rules and regulations.regulations, including the rules of the NYSE American, which currently require a Form 8-K to be filed disclosing any waiver of the Code of Business Conduct and Ethics for directors and officers.

In addition, ourthe Board of Directors has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines address issues such as the criteria and requirements for the selection and retention of members of the Board, of Directors, the procedures and practices governing the operation and compensation of the Board and the principles under which management shall direct and operate the business of the Company and its subsidiaries. The Corporate Governance Guidelines are available under the heading "Corporate Governance"“Governance—Governance Documents” of the Investor Relations section of our website at http://www.globalpower.com/.www.wisgrp.com. Upon written request to our Corporate Secretary the Companysent to our principal executive offices, we will provide a copy of the Corporate Governance Guidelines free of charge. Any substantive amendment of the Corporate

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Governance Guidelines will be made only after approval by our Board of Directors or a committee of the Board,Stockholder Engagement and will be disclosed on our website.

Communication with the Board of Directors

We believe that strong corporate governance includes engagement with our stockholders. We engage with stockholders on a variety of topics throughout the year to ensure that we are addressing questions and concerns and to seek input on policies and practices. Our management team, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, regularly engage in meaningful dialogue with our stockholders through quarterly earnings calls and investor conferences, including several virtual conferences during 2021. In addition, one of our directors is affiliated with our largest stockholder and provides valuable insight from such perspective. Stockholder feedback is reviewed and considered by the Board and applicable committees and is reflected in adjustments to policies and practices.

Interested parties, including stockholders, may contact the Board of Directors, including the non-management directors, or any committee of the Board of Directors by sending correspondence to the attention ofWilliams Industrial Services Group Inc., 200 Ashford Center North, Suite 425, Atlanta, Georgia 30338, Attention: Corporate Secretary c/o Global Power Equipment Group Inc., 400 East Las Colinas Boulevard, Suite 400, Irving, Texas 75039 or corporatesecretary@globalpower.com. Any mail received by thecorporatesecretary@wisgrp.com. The Corporate Secretary will then be forwardedreviews and promptly forwards communications to the appropriate members of the Board of Directors or the appropriate committee for further action, if necessary. The non-managementcommittee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitation or advertisements, junk mail or spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications.

Hedging or Pledging of Company Stock

Our insider trading policy prohibits our employees, officers and directors have requested thatfrom engaging in hedging transactions or short sales involving Company stock or, unless approved in writing by the Corporate Secretary not forward to them advertisements, solicitations for periodicalsCompany’s general counsel, holding Company stock in a margin account. Additionally, our officers and directors may only pledge securities with the consent of the Company. No executive officer or other subscriptions, and other similar communications.director has pledged securities of the Company.

Director Compensation

 The

Director compensation of our directors is determined by the Nominating and Corporate Governance Committee, subject to approval by the entire Board of Directors. Directors who are employed by our Company or any of our subsidiaries do not receive compensation for serving as directors. The objectives for our non-employee director compensation program are to attract highly-qualifiedhighly qualified individuals to serve on the Board of Directors and align directors'directors’ interests with the interests of our stockholders. The Nominating and Corporate Governance Committee reviews the program periodicallyannually to ensureconfirm that it continues to meet these objectives.

To determine whether the director compensation program is competitive, the Nominating and Corporate Governance Committee considers general market information on program design.design and the advice of Meridian, the Compensation Committee’s independent compensation consultant. In recommending director compensation levels, the Nominating and Corporate Governance Committee also considers the significant amount of time that directors expend in fulfilling their duties to the Company, as well as the skill level required by the Company of members of the Board of Directors. The Nominating and Corporate Governance Committee recommends any change it considers appropriate to the full Board of Directors for its review and approval, and includesapproval.

Upon conclusion of the relevant information and data for the Board of Directors to use in its considerations.

        Directors who are employed by our Company or any of our subsidiaries do not receive compensation for serving as directors. Directors who are not employees of our Company or any of our subsidiaries are entitled to receive anmost recent annual retainer as follows:

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$47,500 for each non-employee director;



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$10,000 for membership in each committee;



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$50,000 for the Board of Directors Chairperson;



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$20,000 for the Audit Committee Chairperson;



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$13,750 for the Compensation Committee Chairperson; and



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$13,750 forreview, the Nominating and Corporate Governance Committee Chairperson.

 In addition, directors are entitled to receive:

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a meeting fee of $1,500 for each Board of Directors meeting attended in person;



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a meeting fee of $1,000 for each Board of Directors meeting attended telephonically;



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a meeting fee of $1,000 for each committee meeting attended in person or telephonically;



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a meeting fee of $1,000 for each Audit Committee meeting attended in person or telephonically, beginning on January 1, 2015, regardless of whether such

For 2021, the non-employee director is a memberprogram consisted of the Audit Committee; and

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a meeting fee of $1,500 for each

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$20,000 for the Audit Committee Chairperson;

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$13,750 for the Compensation Committee Chairperson; and

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$10,000 for the Nominating and Corporate Governance Committee Chairperson.

For 2021, the Board of Directors or committee meeting attended in person outside of normal Board and committee meetings.

        We provide directors withalso approved an annual allowance for continuing education,grant of restricted shares with a value of $90,000 that vests on the amountfirst anniversary of which is set bythe date of grant.

In March 2021, the Board of Directors from timeadopted a formal policy providing that any individual who ceases to time. For 2014 the amount was $10,000. We also reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

        On January 22, 2014, eachbe a director of the non-employee directors received 4,213Company as a result of his or her death will fully vest in all of his or her unvested restricted shares of our Common Stock. Of the 4,213 restricted shares, 1,054 shares vested on January 22, 2015 and 1,053 shares will vest on each of January 22, 2016, 2017 and 2018, subject to continued service as a director through the vesting dates.held at such time.

The Board recognizes that ownership by the non-employee directors in the Company'sof our Common Stock will align their interests with the interests of the Company'sour stockholders. As a result, each non-employee director is required to own a certain number of shares. In 2021, each non-employee Board member was required to own the lesser of (i) shares with a value of three times his or her annual cash retainer or (ii) 8,000 shares. On February 28, 2022, the Board revised these guidelines to require each non-employee Board member to own the lesser of (i) shares with a value of three times his or her annual cash retainer or (ii) 30,000 shares. The target date for the existing directors to meet these stock ownership guidelines is January 1, 2016, except any new directors or directors appointed after January 1, 2011 for whom the target date is five years from the date of his or her appointment. For purposes of these guidelines, the director will be deemed to "own"“own” the Company'sCompany’s shares that are beneficially owned by such person, including equity awards that will payoutpay out within 60 days of the applicable measuring date. As of March 11, 2015,the Record Date, each non-employee director meetswho was required to meet the ownership requirements met or exceedsexceeded the minimum ownership requirement.

2014 DIRECTOR COMPENSATION
2021 Director Compensation

The following table provides information on the compensation awarded to, earned by or paid to each person who served as a non-employee director during 2014.2021.

(1)

The amounts in this column represent the aggregate grant date fair value of shares of restricted stock granted to non-employee directors in 2014 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). For a discussion of the assumptions we made in valuing the stock awards, see "Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation Expense" in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. The total

number of unvested restricted shares held by each non-employee director as of December 31, 2014 is as follows:

(1)

Fees and expenses for 2014 and 2013 audit services include fees associated with the annual audit, review of our interim financial statements, the auditor's opinions related to internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and statutory audits.

(2)

Fees for 2013 are related to the review of the goodwill impairment preferability letter.

(3)

Tax fees for 2014 and 2013 include fees for VAT and tax consultation services performed in our non-U.S. locations.

(4)

Other Fees for 2014 are related to consultation services.

Section 1: Executive Summary

Compensation Objectives

        Our compensation objectives for 2014 are outlined below.

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Pay-for-Performance.

        The guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of executives and stockholders should be aligned. Our compensation program is designed to provide significant upside and downside alignment depending on actual results, as compared to predetermined measures of success.

        As described below, the variable components of our compensation program are the short-term incentives ("STI") and long-term incentives ("LTI"). Our STI opportunities are provided under an annual cash bonus plan, the payout of which is dependent on corporate, divisional and individual performance. Our LTI opportunities are provided through a three-year equity based compensation program, comprised of performance-based and time-based restricted share unit ("RSU") awards, the payout of which is also dependent on corporate performance.

        The chart below illustrates the elements of the target total direct compensation opportunities provided to our named executive officers. As evidenced by the chart, a significant portion of our target total direct compensation (assuming target performance) was performance-based (i.e., consisting of STI and LTI opportunities).

(1)

This illustration does not reflect the special equity award granted to Mr. Ramírez in connection with his employment agreement dated March 31, 2014.

Elements of Variable Compensation

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STI Opportunity.  The STI opportunity is paid in cash and allocated 80% to the achievement of annual consolidated or business unit EBITDA goals and 20% to the achievement of individual goals. The payout opportunity ranged from a threshold level of 50% to a maximum level of 200% of the incentive opportunity. In order to enhance the STI program and further promote a pay-for-performance culture, we established the threshold performance level at 90% of the EBITDA target. In 2014 we exceeded our consolidated EBITDA target of $30 million.

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LTI Opportunity.  In order to enhance our pay-for-performance culture, the LTI opportunity is allocated two-thirds to performance-based RSUs and one-third to time-based RSUs. Payout of the performance-based RSUs depends on the extent to which we achieve two equally weighted goals over a three year performance period. For the 2014 grants, the performance goals were operating margin and total shareholder return relative to the Russell 2000 Index. These goals, along with our annual STI EBITDA goal, were intended to represent a balanced mix of annual and multi-year performance objectives that promote disciplined progress toward our key business objectives and to long-term stock price growth. The time-based RSUs vest ratably over a three year period to enhance retention incentives.



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Special Equity Award.  On March 31, 2014, wePagliara entered into a new employment agreement with Mr. Ramírez. In connection with this newthe Company (the “Pagliara Employment Agreement”), which replaced the Co-CEO employment agreement we grantedthat was previously in place. The Pagliara Employment Agreement provides for an initial term of one year with automatic one-year renewals unless earlier terminated pursuant to the provisions of the Pagliara Employment Agreement or written notice of non-renewal is delivered by either party at least 90 days prior to the expiration of the then-current term. Under the agreement, Mr. Ramírez an additional 15,000 RSUs, two-thirdsPagliara’s annual base salary was set at $500,000 and his STI bonus opportunity target was set at 80% of which were performance-based awards that were contingent upon achieving our consolidated 2014 EBITDAhis annual base salary and his long-term incentive (“LTI”) opportunity target and one-thirdwas set at 125% of which were allocatedhis annual base salary.




The Pagliara Employment Agreement entitles Mr. Pagliara to a time-based award that were contingent on continued employment through 2014. As described above, we exceeded our consolidated EBITDA target for 2014 and therefore this one-time equity award fully vested as of December 31, 2014. This equity award was intended to enhance Mr. Ramírez's equity stake incertain severance benefits if the Company and thus further alignterminates his interests with those of our stockholders.

Align Interests of Named Executive Officers and Stockholders

        We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management and our stockholders. Following are key features of our executive compensation program.

Our Compensation Policies and Practices

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Stock Ownership Guidelines.  Our stock ownership guidelines require the officersemployment other than for disability or cause (including by reason of the Company not renewing the term), or if he terminates his employment for good reason (each a “Qualified Termination”). In such event, subject to holdMr. Pagliara signing and not revoking a minimum levelrelease of the Company's shares of Common Stock; for the Chief Executive Officer, the lesser of three times his base salary or 75,000 shares and for the other named executive officers, the lesser of two times his or her base salary or 40,000 shares. These guidelines ensure that each executive has personal wealth tied to the long-term successclaims in favor of the Company, and is therefore aligned with stockholder interests.



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No Hedging or Pledging of Company Stock.  Our insider trading policy prohibits our employees, officers and directors from engaging in hedging transactions involving Company stock or holding Company stock in a margin account. Additionally, our employees, officers and directors may only pledge securities with the consent of the Company. No named executive officer or director has pledged securities.



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Claw-Back Policy.  We maintain a "claw-back" policy, under which we may require the reimbursement of any incentive compensation paid to the executive officers of the Company would pay him, among other things, continued annual base salary for an 18-month period, subsidized health insurance premiums for 12 months, STI earned for the prior year, if not paid, and, if terminated on or after April 1, a pro-rated STI based on actual results. If the payment was predicated upon financial results that were subsequently the subject of a restatement.



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No Excise Tax Gross-Ups.  We do not provide excise tax gross-ups for severance benefits received in connection with a change in control of the Company.



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Double Trigger Vesting.  If our stockholders approve our 2015 Equity Incentive Plan, as more fully described under Proposal 4 on page 36, all equity awards granted thereafter will provide for "double trigger" vesting of equity awards assumed in a change in control transaction, so that the awards will not automatically vest on a change in control. Instead, the awards assumed in a transaction will continue to vest on their regularly-scheduled vesting dateQualified Termination occurred within 90 days before or if earlier, upon a termination without cause or resignation for good reason within two years after a changeChange in control.

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No SERP and Limited Perquisites.  We do not maintain a supplemental executive retirement plan, or any other type of defined benefit retirement plan. In the past we have offered modest perquisites to named executive officers as part of a competitive compensation package, but we have discontinued this practice for new hires.



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Consideration of Prior Year's "Say on Pay" Vote.  As in previous years, stockholders continued to show strong support for our executive compensation program by approving the compensation of our named executive officers by a vote of approximately 97%Control of the shares represented by personCompany (as defined in the Pagliara Employment Agreement), then the Company would pay or by proxycause to be paid to Mr. Pagliara the following additional benefits: (i) his target STI for the fiscal year in which the termination occurs (without pro-ration), and (ii) his then-outstanding equity incentive awards would become vested in full (without pro-ration), with any specified performance objectives deemed to be satisfied at the 2014 Annual Meeting.“target” level. The Compensation Committee viewsCompany would pay lower amounts of severance benefits if Mr. Pagliara’s employment were terminated due to death or disability. The Company also agreed to reimburse Mr. Pagliara for certain reasonable travel and other out-of-pocket expenses, including certain costs associated with his relocation from Dallas, Texas to the Company’s headquarters office in Tucker, Georgia. The Pagliara Employment Agreement additionally contains standard restrictive covenants.

On September 30, 2019, in connection with Mr. Lay’s appointment as Senior Vice President and Chief Financial Officer, the Company entered into an employment agreement (the “Lay Employment Agreement”) with Mr. Lay. The Lay Employment Agreement provides for an initial term of one year with automatic one-year renewals unless earlier terminated pursuant to the provisions of the Lay Employment Agreement or written notice of non-renewal is delivered by either party at least 90 days prior to the expiration of the then-current term. Under the agreement, Mr. Lay’s annual base salary was set at $325,000, which was to be increased to $350,000, effective as of April 1, 2020 (subject to a satisfactory performance review by the Board of Directors of the Company). Mr. Lay’s STI bonus opportunity target was set at 65% of his annual base salary, and he additionally received an LTI award as an employment inducement award, granted outside of the Company’s 2015 Plan, comprised of RSUs in respect of 150,000 shares. Of those, 100,000 RSUs are subject to time-based vesting conditions (with vesting in three equal annual installments on each of March 31, 2020, 2021 and 2022) and 50,000 are subject to performance-based vesting conditions (with vesting in two equal annual installments on each of March 31, 2021 and 2022, subject to achievement of the performance metrics to be established by the Board of Directors for the years ended December 31, 2020 and 2021). Such awards are subject to the terms and conditions of the respective award agreements.

The Lay Employment Agreement entitles Mr. Lay to certain severance benefits if he incurs a Qualified Termination. In such event, subject to Mr. Lay signing and not revoking a release of claims in favor of the Company, the Company would pay him, among other things, continued supportannual base salary for a 12-month period, subsidized health insurance premiums for 12 months, STI earned for the prior year, if not paid, and, if terminated on or after April 1, a pro-rated STI based on actual results. If the Qualified Termination occurred within 90 days before or two years after a Change in Control of the Company (as defined in the Lay Employment Agreement), then the Company would pay or cause to be paid to Mr. Lay the following additional benefits: (i) his target STI for the fiscal year in which the termination occurs (without pro-ration), and (ii) his then-outstanding equity incentive awards would become vested in full (without pro-ration), with any specified performance objectives deemed to be satisfied at the “target” level. The Company would pay lower amounts of severance benefits if Mr. Lay’s employment were terminated due to death or disability. The Company has also agreed to reimburse Mr. Lay for certain reasonable travel and other out-of-pocket expenses, including certain costs associated with his travel to the Company’s headquarters in Tucker, Georgia. The Lay Employment Agreement additionally contains standard restrictive covenants.




On August 12, 2019, in connection with Mr. Wheelock’s appointment as Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, the Company entered into an employment agreement (the “Wheelock Employment Agreement”) with Mr. Wheelock. The Wheelock Employment Agreement provides for an initial term of one year with automatic one-year renewals unless earlier terminated pursuant to the provisions of the Wheelock Employment Agreement or written notice of non-renewal is delivered by either party at least 90 days prior to the expiration of the then-current term. Under the agreement, Mr. Wheelock’s annual base salary was set at $267,800 and his STI bonus opportunity target was set at 50% of his annual base salary. The Wheelock Employment Agreement entitles Mr. Wheelock to certain severance benefits if he incurs a Qualified Termination. In such stockholdersevent, subject to Mr. Wheelock signing and not revoking a release of claims in favor of the Company, the Company would pay him, among other things, continued annual base salary for a 12-month period, subsidized health insurance premiums for 12 months, STI earned for the prior year, if not paid, and, if terminated on or after April 1, a pro-rated STI based on actual results. If the Qualified Termination occurred within 90 days before or two years after a Change in Control of the Company (as defined in the Wheelock Employment Agreement), then the Company would pay or cause to be paid to Mr. Wheelock the following additional benefits: (i) his target STI for the fiscal year in which the termination occurs (without pro-ration), and (ii) his then-outstanding equity incentive awards would become vested in full (without pro-ration), with any specified performance objectives deemed to be satisfied at the “target” level. The Company would pay lower amounts of severance benefits if Mr. Wheelock’s employment were terminated due to death or disability. The Wheelock Employment Agreement additionally contains standard restrictive covenants.

Offer Letter for Mr. Powers

On November 14, 2019, the Company provided an offer letter to Mr. Powers, which outlined his compensation levels in connection with his appointment as President, Power. Under the terms of the offer letter, Mr. Powers was entitled to an annual base salary of $307,500 and a strong endorsementtarget STI opportunity equal to 70% of his annual base salary.

Executive Severance Plan

In 2021, Mr. Powers participated in the Executive Severance Plan (“ESP”), which entitled him to severance benefits in the event of an involuntary termination of employment other than for “cause” or a termination by him for “good reason” (each as defined by the ESP). The severance benefits equal: (i) salary continuation of one year, (ii) payment of the STI earned for the fiscal year preceding the date of termination to the extent not previously paid, and (iii) if the date of termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, a pro-rated STI for the year of termination based on actual performance results for the entire year. In exchange for the severance benefits, Mr. Powers would be required to sign a release of claims. Mr. Powers was not entitled to severance under the ESP upon his resignation on November 25, 2021.

Elements of Total Direct Compensation

The overriding objective of our compensation program in 2021 was to attract and retain a quality management team capable of re-establishing a solid foundation for our compensation objectives.

Section 2: Elements of Total Direct Compensationbusiness through process discipline, operating rigor and accountability, while continuing to provide our customers with high quality services.

A brief summary of our total direct compensation—consisting of base salary, STI opportunities and LTI opportunities opportunities—for our named executive officers is set forth below.

2021 Annual Base Salaries

The Compensation Committee intends to provide our named executive officers with competitive base salaries that are commensurate with their job responsibilities, experience and performance.

        As part of its During the annual management performance evaluation, the Compensation Committee reviewedreview process in 2021, the base salary levels of the named executive officers to determine whether any adjustments were appropriate for 2014. The Compensation Committee reviewed performance evaluations conducted by Mr. Ramírez, and base salary histories. Based on this review the Compensation Committee approved a 5% merit increase for Mr. Pagliara and Ms. Sherrod-Campanizzi, effective April 1, 2014.

        Effective March 31, 2014, Mr. Ramírez received a 5% increase in base salary from $550,000 to $577,500 in connection with his entering into a new employment agreement with the Company and to align his salary with market levels.

        For more information about the 2014 base salaries for each of our named executive officers please referwere increased, effective July 1, 2021 (except for Mr. Powers, whose salary adjustment was effective April 1, 2021). The adjustments generally were intended to bring the base salaries closer to the "Salary" columnmarket median of and the related footnotescompensation peer group.

Effective November 4, 2021, Mr. Lay was appointed as Executive Vice President, Chief Operating Officer. In connection with his appointment, Mr. Lay’s annual base salary was increased to the "2014 Summary Compensation Table" on page 26.$420,000.

2021 Short-Term Incentive Compensation

The Company maintains the STI plan, under which our named executive officers are eligible to receive annual cash payments based on the extent to which certain operational goals are achieved. The STI plan is designed to motivate our named executive officers to achieve each year'syear’s business plan objectives and individualobjectives. During the annual performance goals.

        As part of its annual management performance evaluation,review process in March 2021, the Compensation Committee revieweddid not make any changes to the threshold, target and maximum awardSTI opportunities for each of the named executive officers under theofficers. The target STI plan, which wereopportunities, expressed as a percentage of annual base salary. During the annual review process the Compensation Committee did not adjust thesalary, remained unchanged from 2020 levels.

Effective November 4, 2021, Mr. Lay was appointed as Executive Vice President, Chief Operating Officer. In connection with his appointment, Mr. Lay’s 2021 target STI opportunity was increased to 75%.

The 2021 STI program for the named executive officers because the levels were already competitively positioned.

        The threshold, targetwas weighted 65% Consolidated Adjusted EBITDA, 25% free cash flow and maximum levels for the named executive officers are set forth in the table below.

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Performance Objectives

        The10% safety. Each performance objectives for the short-term incentive opportunity for each named executive officer were allocated between financial objectives and individual objectives as follows:

Financial Objectives

        The financial objectives for the 2014 STI plan were based on EBITDA, excluding stock-based compensation. Over the past several years, the STI program utilized operating income as the financial metric. The Compensation Committee, however, decided to change the financial metric for 2014 to EBITDA because such measure: (i) excludes non-cash expense impact of purchase price accounting arising from acquisitions and thus is more consistent with the Company's long-term strategic plan; (ii) maintains focus on profitability of the entire Company; and (iii) is an investor-preferred metric.

        The Compensation Committee establishedgoal had a threshold, target and maximum performance target, with payout levels equal to 50% of a participant’s award opportunity “apportioned” to that goal (i.e., his target STI percentage, multiplied by annual base salary, multiplied by the allocation percentage for the EBITDA goalsgoal) for both the corporatethreshold performance, 100% for target performance and divisional level executives.200% for maximum performance. If actual performance for an EBITDAa goal fell below the threshold level, then no bonuspayout would be funded with respect toearned for that goal. IfThe following chart sets forth the performance goals and targets under the 2021 STI program, along with the actual performanceresults and payout percentage.

Adjusted EBITDA is defined in our earnings releases and equals the sum of our income (loss) from continuing operations before interest expense, net, and income tax (benefit) expense and unusual gains or charges, and is calculated prior to the accrual for anthe STI program. Free cash flow is defined as Adjusted EBITDA goal exceeded the maximum performance level, then the bonus for that goal would be capped.

less interest, capital expenditures and cash taxes. The 2014 EBITDA targets and actual performancefinancial results for purposes of the STI plan were as follows (in thousands):both goals are adjusted to exclude stock compensation expense under any outstanding LTI program for current or future years.

Individual Goals

 The Compensation Committee bases a meaningful portion of the short-term incentive opportunity

Based on the achievement of individual goals, in order to provideabove, the flexibility to recognize, differentiate and reward individual performance.

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        Each named executive officer has three individual goals, one of which has a long-term focus and each with specific weightings and key performance indicators. The individual goalsweighted average payout level for each named executive officer are summarized below.

Payouts

        The independent members ofunder the Board reviewed2021 STI program was 0%. Mr. Ramírez's performance with respectPowers was not eligible to receive a payment under the STI program for 2021 due to his 2014 individual goals. With regard to the other named executive officers, Mr. Ramírez made recommendations to the Compensation Committee concerning the level of performance of each officer with respect to the person's goals for 2014. After taking Mr. Ramírez's recommendations into consideration, and after making its own assessment of each executive's performance, the Compensation Committee and independent members of the Board approved the following individual achievement levels: Ramírez—100%, Guba—100%; Durkee—100%; Pagliara—100%; Sherrod-Campanizzi—0%; and Riddle—0%.

Table of Contentsresignation on November 25, 2021.

 The amount of the 2014 short-term incentive for each named executive officer is set forth in the "Non-Equity Incentive Plan Compensation" column of, and the related footnotes to, the "2014 Summary Compensation Table" of this proxy statement at page 26. For more information on the 2014 STI opportunities for our named executive officers, please refer to the table "2014 Grants of Plan-Based Awards" in this proxy statement on page 28.

2021 Long-Term Incentive Compensation

 Under the 2014 LTIP program, 2/3 of each named executive officer's LTI opportunity is allocated to performance-based RSUs that are based on two-equally weighted goals (aggregate operating margin and total shareholder return relative to the Russell 2000 Index), each measured over a 3 year performance period. This allocation is designed to emphasize pay-for-performance while focusing our executives on achieving sustainable long-term results.

        The remaining 1/3 of each named executive officer's LTI opportunity is allocated to time-based RSUs which vest ratably over a 3-year period. Time-based awards help address retention concerns that may be caused by the variability of our incentive program.

Grants During Annual Grant Cycle

As part of its annual management performance evaluation, the Compensation Committee reviewed the LTI award levels for 2021 for our named executive officers. When considering appropriate award levels, the Compensation Committee considered its assessment of each executive'sexecutive’s general performance during the year, as well as his or her relative roles and responsibilities and potential within the Company, the estimated accounting expense, our burn rate, the potential dilution that will occur to our stockholders and the median levels of market surveys. Based on this information, the Compensation Committee decided to grant eachadjusted the LTI opportunities for our named executive officerofficers to bring their total direct compensation opportunity closer to the numbermarket median of RSUs as illustrated below.the compensation peer group.

 As described above,

Under the number of RSUs granted to each named executive officer2021 LTI program, the LTI target opportunity was allocated 2/3 tobetween performance-based RSUsawards and 1/3 to time-based RSUs.restricted share units as follows:

The performance-based awards had three annual performance periods (fiscal years 2021, 2022 and 2023), with operating income and free cash flow goals (equally weighted) for each year established on the date of grant. The annual achievement levels are accumulated over the three-year performance period and the earned amounts, if any, vest on March 31, 2024. The performance goals and payout scheduleformulas for the 2014 performance-based RSU grantseach fiscal year are summarized below:

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Special Equity Awardas follows:

 In connection with Mr. Ramírez's new employment agreement,

Straight line interpolation will be used for performance between threshold, target and maximum levels. The three-year average payout level for each performance objective replaces the Company granted Mr. Ramírez a special award of 15,000 RSUs, whichactual payout level for any fiscal year where the actual payout is described in more detail inless than the Executive Summary above.

Payout of Legacy Performance-Based RSUsthree-year average.

 Mr. Ramírez received a grant of legacy performance-based RSUs in 2012, and Mr. Pagliara and Ms. Sherrod-Campanizzi received grants of performance-based RSUs in 2011 and 2012. The performance target for

For purposes of these performance-based RSUs allocated to the 2014 performance cycle was operating income of $21.1 million. For this purpose, we define operating income as the subtotal of net income or (loss) for the2021 fiscal year, plus: (i) the following to the extent deducted in calculating net income for such period: interest charges; letter of credit fees; the provision for federal, state, local and foreign income taxes; other non-recurring, non-cash expenses; and any other non-cash write-downs or non-cash write-offs including fixed asset impairment or write-downs, intangible asset impairments, deferred tax asset write-offs and non-cash stock compensation expenses; and minus (ii) the following, to the extent included in calculating such net income: federal, state, local and foreign income tax benefits recorded by the Company; interest income; and all extraordinary, non-recurring, non-cash items increasing net income for such period.

        The legacy performance-based RSUs for the 2014 performance cycle had separate payout levels for performance at 90% of target, 95% of target and 100% of target as described below.

        Our 2014 operating income was $19.67defined as gross margin less selling, general and administrative expenses. Free cash flow was defined as Adjusted EBITDA less interest, CapEx and cash taxes. The financial results for both goals are adjusted to exclude stock compensation expense under any outstanding LTI program for current or future years. The Company’s operating income for 2021 was $7.1 million and the Company’s free cash flow for 2021 was $4.8 million, which resulted in 50%an achievement level of 0% for the 2021 fiscal year.

2020 Long-Term Incentive Program

Our 2020 LTI program consists of performance-based awards (2/3 value) and time-based restricted stock unit awards (1/3 value). The Compensation Committee has the discretion to pay the awards in cash or shares; provided that the first tranche of the time-based awards would be paid in shares.

The performance-based awards had three annual performance periods (fiscal years 2020, 2021 and 2022), with operating income and free cash flow goals (equally weighted) for each year established on the date of grant. The annual achievement levels are accumulated over the three-year performance period and the earned amounts, if any, vest on March 31, 2023. For purposes of the 2021 fiscal year, operating income was defined as gross margin less selling, general and administrative expenses. Free cash flow was defined as adjusted EBITDA less interest, CapEx and cash taxes. The financial results for both goals are adjusted to exclude stock compensation expense under any outstanding LTI program for current or future years. The Company’s operating income for 2021 was $7.1 million (compared to a threshold of $10,528,000) and the Company’s free cash flow for 2021 was $4.8 million (compared to a threshold of $9,168,000), which resulted in no payout for the units allocated to the 2014 performance period (i.e., 12.5%2021 fiscal year.

2019 Long-Term Incentive Program

Our 2019 LTI program consists of performance-based awards (2/3 value) and time-based restricted stock unit awards (1/3 value). One third of the 2011performance-based award value was allocated to each of the 2019, 2020 and 2012 grants). For each named executive officer's actual payout, please refer2021 fiscal years. The performance award is earned based on the extent to the "2014 Stock Vested" section on page 31 of this proxy statement.

Section 3: Compensation Consultant and Peer Group

Compensation Consultant

        In 2014,which we achieve a performance goal established by the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian")for each such fiscal year. If earned, the performance award vests based on continued service through March 31 of the following year—for example, the award earned for the 2021 fiscal year vested on March 31, 2022.

The performance goal for the 2021 fiscal year was year-end backlog performance expressed in margin dollars. The Company’s year-end backlog performance expressed in margin dollars for 2021 was $11.5 million (compared to serve as its independent consultant to assista threshold of $23.5 million), which resulted in developing and reviewing our executive compensation program. Meridian reports directlyno payout for the units allocated to the Committee2021 fiscal year.

2018 Long-Term Incentive Program

The Company previously granted performance-based restricted stock units under the 2018 LTI program to Mr. Pagliara, Mr. Wheelock and serves atMr. Powers, which vest if the sole discretionCompany achieves a per share stock price of $5.00 for 30 consecutive trading days prior to December 31, 2022, provided that the Committee. It does not perform any other services forexecutive remains employed through that date. We achieved the Company. The Compensation Committee has assessedstock price goal as of July 16, 2021, and therefore these awards will vest to the independence of Meridian pursuant to SEC rules and concluded that no conflict of interest exists that would preventextent the consulting firm from independently advising the Compensation Committee.executive remains employed through December 31, 2022.

Compensation Policies

We maintain compensation policies and practices that are designed to align the interests of our named executive officers with our stockholders.

Compensation Consultant

Competitive Market Practices

We believe that each element of our compensation program should remain competitive in order to retain,attract and if necessary, attractretain experienced, high-caliber executives. To achieve this objective,

When setting 2021 compensation levels for the named executive officers, the Compensation Committee reviewed materials prepared by Meridian as its independent compensation consultant, reporting directly to the Compensation Committee and serving at the sole discretion of the Compensation Committee. During its engagement in March 2020, Meridian was asked to review competitive compensation data, compare current compensation levels to the market,including pay mix and assist in establishing compensation levels. The marketcompensation data was derived from several sources, including the companies in a compensation peer group established by the Compensation Committee, with the advice of Meridian, and selected compensation surveys. Each of these sources is described below. In general, the market data was regressed to match our projected revenue for 2020. For 2021, the Compensation Committee relied on that same market data, which was aged by 3%.

Table

The Compensation Committee generally attempts to structure total cash compensation for named executive officers at approximately +/-10% of Contentsthe market median, and LTI and total target pay within +/-15% of the market median. The Compensation Committee, however, retains discretion to adjust specific compensation elements and levels above or below these guidelines in order to respond to market conditions, promotions, new hires, individual performance or other circumstances.

Compensation Peer Group

Our compensation peer group consists of 18 companies that havein the same General Industry Classification, operate similar lines of businessconstruction, energy and operations as the Company,industrial products and represent the market in which we compete for executive talent and leadership. Based on these factors, and upon the advice and recommendation of Meridian, the Compensation Committee modified the compensation peer group to: (i) remove Aegion Corporation, Astec Industries, Inc., Team, Inc. and Foster Wheeler AG; and (ii) add Chart Industries, Inc., Furmanite Corp., and Ingersoll Rand. These changes were made to reflect the evolving market in which we compete for executive talent.

machinery industries. The members of the compensation peer group for 2014 compensation decisions wereare as follows: