Where are our principal executive offices located and what is our main telephone number?

Our headquarters is located at 200 EE. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. Our telephone number in Chicago is 312-274-2000. You may contact our Investor Relations Team at this address or by email atinvestor_relations@spplus.com.

Our fiscal year is the calendar year beginning on January 1 and ending on December 31.

Each share of our common stock has one vote on each matter. Only stockholders of record as of the close of business on ~~March 2, 2015~~February 26, 2016 are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were ~~22,127,725~~22,328,578 shares of our common stock outstanding, held by ~~2,880~~2,751 holders of record.

Stockholder of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares of our common stock.

Beneficial Owners. If shares of our common stock are held by a broker, bank or other institution, serving as nominee, on your behalf, you are considered the beneficial owner of those shares (sometimes referred to as being held in ~~"street name"~~“street name”). If you are a beneficial owner but not a stockholder of record, your broker or other nominee that is considered the stockholder of record of those shares is making these proxy materials available to you with a request for your voting instructions. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares using the voting methods which the broker or other nominee offers as options.

Our stockholders may vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

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In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive the mailed proxy card prior to the start of the Annual Meeting. Additionally, telephone and Internet voting for stockholders will close at 7:00 p.m., Eastern Time, on April 20, ~~2015.~~

��2016.

If you vote by proxy, the proxy will instruct the persons named in the proxy to vote your shares of our common stock at the Annual Meeting as you direct in the proxy. However, if you submit a proxy that does not indicate how you wish to vote with respect to the proposals, your shares will be voted as our Board recommends with respect to those proposals and in the ~~proxy's~~proxy’s discretion with respect to any other matter that may properly be considered at the Annual Meeting.

A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

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If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the ~~stockholder's~~stockholder’s instructions.

No. Our existing stockholders do not have rights of appraisal or similar rights of dissenters with respect to any of the proposals.

Morrow & Co., LLC, our proxy solicitor, has agreed to send a representative to act as our Inspector of Election at the Annual Meeting and to assist us in tabulating the votes.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within ~~the Company~~our company or to third ~~parities,~~parties, except:

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The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in our Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.

We are paying the costs of the solicitation of proxies. We have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the Annual Meeting and will pay Morrow & Co., LLC an estimated fee of $6,000,plus reimbursement of out-of-pocket expenses. The address of Morrow & Co., LLC is 470 West Avenue, Stamford, Connecticut 06902.

We must also pay brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares held in street name certain fees associated with:

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In addition to soliciting proxies by mail, certain of our directors, officers and regular employees, without any additional compensation, may solicit proxies on our behalf.

Only stockholders as of the Record Date are entitled to attend the Annual Meeting. Admission will be on a first-come, first-served basis. You must present valid identification containing a photograph, such as a ~~driver's~~driver’s license or passport. If you are the stockholder of record, your name will be verified against a list of stockholders of record on the record date prior to being admitted to the Annual Meeting.

Requirements for Stockholder Proposals to Be Considered for Inclusion in our 2017 Proxy Materials. Stockholder proposals to be considered for inclusion in ~~this Proxy Statement and~~the form of proxy relating to the ~~2016~~2017 annual meeting of stockholders must be received no later than December ~~3, 2015.~~4, 2016. In addition, all proposals will need to comply with Rule 14a-8 under the Securities

Requirements for Stockholder Proposals to Be Brought Before the ~~2016~~Next Annual Meeting of Stockholders and Director Nominations. Notice of any proposal that a stockholder intends to present at the ~~2016~~2017 annual meeting of stockholders, but does not intend to have included in the proxy statement and form of proxy relating to the ~~2016~~2017 annual meeting of stockholders, as well as any director nominations, must be delivered to the ~~Company's~~company’s General Counsel by mail at 200 EE. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, not earlier than the close of business on November 23, ~~2015~~2016 and not later than the close of business on December 23, ~~2015.~~2016. In addition, the notice must set forth the information required by the ~~Company's~~company’s bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the ~~2016~~2017 annual meeting of stockholders.

The first proposal scheduled to be voted on at the Annual Meeting is the election of nine directors. Our Board currently consists of nine members who are elected annually. On ~~March 10,~~December 9, 2015, the Board set the number of directors to be elected at our ~~2015~~2016 Annual Meeting at nine. The Nominating &and Corporate Governance Committee of our Board has recommended, and our Board has nominated, G Marc Baumann, Karen M. Garrison, Paul Halpern, Robert S. Roath, Wyman T. Roberts, Douglas R. Waggoner, Jonathan P. Ward, James A. Wilhelm and Gordon H. Woodward to serve as our directors. If elected, all nominees will serve a one-year term until our next annual meeting. You may cast your vote in favor of electing the nominees as directors or withhold your vote on one or more nominees.

If any nominee is unwilling or unable to serve as a director, then the Board will propose another person in place of that original nominee, and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the number of directors constituting the full Board. It is currently anticipated that all of the nominees will be willing and able to serve as directors.

On ~~March 10,~~December 9, 2015, the Board fixed the number of directors to be elected at our ~~2015~~2016 Annual Meeting at nine.

In evaluating these director nominees, the Nominating &and Corporate Governance Committee has assessed the contribution that the ~~nominee's~~nominee’s skills and expertise will make with respect to guiding and overseeing our strategy and operations. Each of these nominees has a deep understanding of our business and the time, good judgment and integrity to effectively carry out their responsibilities as a director. In addition, each nominee brings decades of leadership experience and an understanding of finance to our company.

The biographies of our nine director nominees as of March 1, ~~2015~~2016 are set forth below.

Two of our current directors are not standing for re-election: Charles L. Biggs, 74, who has served as a director since June 2004, and Myron C. Warshauer, 75, who has served as a director since April 2013. The Company and the Board express their deepest gratitude to Messrs. Biggs and Warshauer for their years of dedicated service.

In evaluating candidates for Board membership, the Nominating &and Corporate Governance Committee has assessed the contribution that the ~~candidate's~~candidate’s skills and expertise will make with respect to guiding and overseeing our strategy and operations. This Committee seeks candidates who have the ability to develop a deep understanding of our business and the time and the judgment to effectively carry out their responsibilities as a member of our Board.

The Nominating &and Corporate Governance Committee charter provides that this committee should consider candidates for our Board who are gender and age diverse and also possess a diversity of professional experience, education and other individual qualities and attributes in an effort to contribute to Board heterogeneity.

All of our ~~Board's~~Board’s independent director nominees at the Annual Meeting who are not Board Designees, as described below, have been identified with the assistance of a professional search firm specializing in this type of work. ~~Our two new director nominees this year, Wyman T. Roberts and Douglass R. Waggoner, were identified with assistance from the Board of Directors Practice at RSR Partners.~~

As a condition to the closing of the Central Merger, we took actions to increase the size of our Board and appointed three individuals designated (the ~~"Board Designees"~~“Board Designees”) by an affiliate of Central on behalf of former stockholders (the ~~"Central Representative"~~“Central Representative”) to fill those vacancies. Our Board is contractually required to nominate the Board Designees for election to our Board, to recommend unanimously that our stockholders vote in favor of their election to our Board, and to solicit proxies in favor of the election of the Board Designees.

Subject to certain conditions, the Central Representative will continue to be entitled to designate the following number of Board Designees:

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The Central Representative has designated Paul Halpern, Jonathan P. Ward and Gordon H. Woodward for appointment to our Board. Upon the recommendation of our Nominating &and Corporate Governance Committee, our Board appointed Messrs. Halpern, Ward and Woodward to our Board in October 2012 and our stockholders elected them as directors ~~in April 2014 and 2013.~~at each of our subsequent annual meetings. Our Board has nominated these Board Designees to continue serving as our directors.

If you would like to recommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinent information of the nominee to: Karen M. Garrison, Chair of the Nominating &and Corporate Governance Committee, c/o SP Plus Corporation, 200 EE. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, Attention: General Counsel and Secretary.

The Nominating &and Corporate Governance Committee has established certain minimum qualification criteria for our ~~directors,~~director nominees, including:

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When recommending to the full Board the slate of directors nominated for the election at the annual meeting of stockholders, the Nominating &and Corporate Governance Committee reviews the qualifications and backgrounds of the nominees for director. The Nominating &and Corporate Governance Committee may utilize the services of consulting firms to help identify candidates for director who meet the qualifications outlined above.

Our business is managed by our employees under the direction and oversight of our Board. Except for Mr. Baumann, none of our directors is currently an employee of our company. We keep Board members informed of our business through discussions with management, materials we provide to them, visits to our offices, and their participation in Board and Board committee meetings.

Our Board has adopted Corporate Governance Guidelines that, along with the charters of the principal Board committees and our Codes of Business Conduct and Ethics, provide the framework for the governance of ~~the~~our company. A complete copy of our Corporate Governance Guidelines, the charters of our principal Board committees, our Code of Business Conduct, Code of Ethics and other corporate governance documents may be found on our Investor Relations page atwww.spplus.com. Information contained on our website is not part of this Proxy Statement. Our Board regularly reviews corporate governance developments and modifies these policies as warranted. ~~Any changes in these governance documents will be reflected in the same location on our website.~~

We believe that open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, our Board has adopted a set of Corporate Governance Guidelines to set a framework within which our Board will conduct its business. The Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

The rules of The NASDAQ Stock Market LLC (“NASDAQ”) require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.” The objective tests state, for example, that a director is not considered independent if he or she is an employee of the company, or is a partner in, or a controlling stockholder or executive officer of, an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year. The subjective test requires our Board to affirmatively determine that a director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under NASDAQ listing standards and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and NASDAQ independence requirements. Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.

Our Board has determined that each of the following directors is independent under the applicable NASDAQ listing and under our Corporate Governance Guidelines: Karen M. Garrison, Paul Halpern, Robert S. Roath, Wyman T. Roberts, Douglas R. Waggoner and Jonathan P. Ward. Our Board determined that Mr. Baumann is not considered independent because he is our President and Chief Executive Officer and Mr. Wilhelm is not considered independent because he was employed by our company within the last three years.

The Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors. Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Lead Independent Director and our Corporate Secretary of any change in his or her principal occupation or status as a member of the Board of any other public company, or any change in circumstance that may cause his or her status as an independent director to change. One of the three members of our Executive Committee, Mr. Wilhelm, is not an independent director.

In accordance with our by-laws, our Board elects our Chairman and our Chief Executive Officer, or CEO. Our Corporate Governance Guidelines do not require that the roles of Chairman and CEO be held by separate individuals, giving the Board flexibility to make a determination when it elects a new Chairman or CEO. Mr. Wilhelm currently serves as our Chairman and Mr. Baumann currently serves as our CEO. The Board believes that the separation of the offices of the

Board committees help our Board run effectively and efficiently, but do not replace the oversight of our Board as a whole. There are currently four principal Board committees: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating &and Corporate Governance Committee. The Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance meet regularly; the Executive Committee meets on an as-needed basis. Each committee ~~meets regularly and~~ has a written charter that has been approved by our Board. In addition, at each regularly scheduled Board meeting, a member of each committee reports on any significant matters addressed by the committee since the last Board meeting. ~~The Audit Committee~~Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.

~~Director Independence~~

On March 18, 2015, our Board confirmed that a majority of our director nominees—Messrs. Halpern, Roath, Ward and Woodward and Ms. Garrison—have no material relationship with our company that would conflict with the independence requirements of applicable federal law and the NASDAQ rules. Our Board determined that Mr. Baumann is not considered independent because he is our President and Chief Executive Officer and Mr. Wilhelm is not considered independent because he was employed by our company for the last three years.

Our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee are each comprised entirely of independent directors. One of the three members of our Executive Committee, Mr. Wilhelm, is not an independent director.

~~Board Leadership Structure~~

Pursuant to our by-laws, we have appointed a Chairman of the Board to preside at all meetings of the stockholders and of our Board, see that orders and resolutions of our Board are carried into effect and to perform such other duties as our Board from time to time prescribes. In addition, pursuant to our by-laws, we have appointed a Chief Executive Officer who serves as our principal executive officer and, in general, supervises and controls all of our business and affairs, unless

otherwise provided by our Board. The positions of Chairman of the Board and the principal executive officer are two different individuals: James A. Wilhelm, a non-independent director, serves as the Chairman of the Board, and G Marc Baumann serves as the Chief Executive Officer. We believe that separate individuals in these two positions promote better corporate governance and more effective oversight of the principal executive officer by our Board.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic, financial, legal and regulatory, operational, and other risks, such as the impact of competition. Management is responsible for the day-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed.

While the Board is ultimately responsible for risk oversight, the Board has delegated to the Audit Committee the primary responsibility for the oversight of risks facing our business. The Audit Committee’s charter provides that it will discuss our major risk exposures, including financial, operational, privacy, security, competition, legal, and regulatory risks,

All directors are expected to attend our annual meeting of stockholders unless a Board meeting is not scheduled immediately following the annual meeting of stockholders. All of our directors serving on our Board at the time of our last annual meeting of stockholders, which was held in April ~~2014,~~2015, attended this meeting.

As part of each regularly scheduled Board meeting, the ~~conclusion of our Audit Committee meetings, the independent~~outside directors have the opportunity to meet without our management or ~~our non-independent~~the other directors. The ~~Chair of the Audit Committee~~Lead Independent Director leads ~~the~~such discussions.

In March 2011 our Board adopted stock ownership guidelines to better align the interests of our directors with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our directors are required to achieve ownership of

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SP Plus common stock valued at three times their annual retainer paid to directors within three years of joining our Board, or in the case of directors serving at the time the guidelines were adopted, within three years of the date of adoption of the guidelines. The Board Designees have been exempted from this requirement.

Effective January 2007, in connection with the implementation of the new performance restricted stock plan for our senior executive officers, our Board adopted stock ownership guidelines to align the interest of its key executives with the interest of our stockholders. Subject to limited exceptions, these guidelines require our key executives to maintain ownership of at least sixty percent (60%) of the ~~"net"~~“net” shares they acquire from the exercise of stock options or the vesting of restricted stock or restricted stock units granted under our Long-Term Incentive Plan after January 2007. ~~"Net"~~“Net” shares are deemed to be those shares that remain after any acquired shares are sold or netted to pay (if applicable) any associated withholding taxes.

A more detailed summary of our stock ownership guidelines can be found through our Investor Relations page atwww.spplus.com. The ownership levels of our executive officers and directors as of March ~~2, 2015~~1, 2016 are set forth in the section entitled ~~"Security~~“Security Ownership—Beneficial Ownership of Directors and Executive ~~Officers"~~Officers” below.

Our Board and each of its principal committees may retain outside advisors and consultants of their choosing at the ~~company's~~company’s expense. Our Board need not obtain ~~management's~~management’s consent to retain outside advisors. In addition, the principal committees need not obtain either our ~~Board's~~Board’s or ~~management's~~management’s consent to retain outside advisors.

~~Transparency~~

We believe it is important that stockholders understand our governance practices. In order to help ensure the transparency of our practices, we have posted information regarding our corporate governance policies and practices on our Investor Relations page at~~www.spplus.com.~~

~~Board Effectiveness and Director Performance Reviews~~

It is important that our Board and its committees are performing effectively and in the best interest of the company and our stockholders. Our Board performs an annual self-assessment, led by the Chair of the Nominating & Corporate Governance Committee, to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair then follows up on this feedback and takes such further action with directors receiving comments and other directions, as he or she deems appropriate.

~~Succession Planning~~

Our Board recognizes the importance of effective executive leadership to our success, and reviews executive succession planning at least annually. As part of this process, our Board reviews and discusses the capabilities of our senior leadership, as well as succession planning and potential successors for members of our executive staff, including the Chief Executive Officer. The process includes consideration of organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations.

We have taken a number of steps to ensure continued independence of our outside independent registered public accounting firm. Our independent registered public accounting firm reports directly to the Audit Committee, and we limit the use of our independent registered public accounting firm for non-audit services. The fees for services provided by our independent registered public accounting firm in 2014 and 2013 and our policy on pre-approval of non-audit services are described under "Proposal No. 3—Ratification of Independent Registered Public Accounting Firm" below.

Our Board welcomes your questions and comments. If you would like to communicate directly with our Board, or our independent directors as a group, then you may submit your communication to our General Counsel and Secretary, SP Plus Corporation, 200 E Randolph Street, Suite 7700, Chicago Illinois 60601-7702. All appropriate communications and concerns will be forwarded to our Board or our independent directors as a group, as applicable.

We have established a corporate hotline and an internal web-based reporting application to allow any employee to confidentially and anonymously lodge a complaint about any accounting, internal control, auditing, or (where legally permissible) other matters of concern. A copy of our whistleblower policy is set forth on the Investor Relations section of our website.

We expect our directors, ~~executives,~~executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, executive, and employee. Our Corporate Governance Guidelines prohibit directors from serving on the board, or in a senior executive role, of another company that would create a significant conflict of interest. In order to better protect our stockholders and us, we regularly review our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics and related policies to ensure that they provide clear guidance to our directors, executives, and employees. In addition, on an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure of any transaction with us in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

Our insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and executive officers from engaging in "short" sales with respect to our securities or entering into derivative transactions including exchange traded put or call options, with respect to our securities or engaging in hedging or monetization transactions, suchpledging SP Plus common stock as ~~collars or forward sale contracts, with respect to our securities.~~

collateral for any loans.

Our swap policy ~~in August 2013 which~~ provides that we shall only enter into derivative instruments for the purpose of cash flow hedging through interest rate swap transactions, and we shall not enter into interest rate swaps for speculative purposes. This policy provides that we may rely on the so-called ~~"end-user exception"~~“end-user exception” created by Commodity Futures Trading Commission ~~("CFTC"~~(“CFTC”) and enter into uncleared swaps as opposed to cleared swaps. We recognize that there are certain risks associated with interest rate swap transactions that we will consider prior to entering into each transaction. Finally, we make every reasonable effort to comply with regulatory requirements imposed at the State and Federal level, including the Dodd-Frank Act and related CFTC regulations that define business conduct among participants in swap transactions.

Our Board expects that its members will diligently prepare for, attend and participate in all Board and applicable committee ~~meetings, and each annual meeting of stockholders.~~meetings. Directors are also expected to become familiar with our management team and operations as a basis for discharging their oversight responsibilities. All directors serving on our Board ~~at the time of~~immediately prior to our last annual meeting of stockholders attended the ~~2014~~2015 annual meeting of stockholders. During ~~2014~~2015 our Board held eight meetings, ~~two~~three of which were held by teleconference. Directors who served during ~~2014~~2015 attended 100% of our Board meetings, except ~~Messrs. Ward, Warshauer and Woodward~~Paul Halpern who ~~each~~ missed one meeting.

In ~~2014~~2015 our Board had four standing committees to facilitate and assist our Board in the execution of its responsibilities: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating &and Corporate Governance Committee. Each of these committees operates pursuant to a written charter, which is available in the Corporate Governance section of our website, accessible through our Investor Relations page atwww.spplus.com.

The Audit Committee has ~~four~~three members: ~~Charles L. Biggs,~~ Karen M. Garrison, Paul Halpern and Robert S. Roath, who serves as Chair. Our Board has determined that each of its members meets the financial literacy and independence requirements of The NASDAQ Stock Market LLC (“NASDAQ”), and

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that Ms. Garrison and Messrs. ~~Biggs,~~ Halpern and Roath each qualify as an ~~"audit~~“audit committee financial ~~expert"~~expert” for purposes of the rules and regulations of the SEC. We limit the number of public-company audit committees on which any Audit Committee member may serve to three. Ms. Garrison serves on the audit committee of Tenet Healthcare. Our Board will continue to monitor and assess the audit committee memberships of our Audit Committee members on a regular basis.

The Audit ~~Committee's~~Committee’s primary duties and responsibilities are to:

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A complete description of the Compensation ~~Committee's~~Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page atwww.spplus.com.

The Compensation Committee held ~~six~~three meetings in ~~2014, three~~2015, one of which ~~were~~was held by teleconference. Directors who served on the Compensation Committee during ~~2014~~2015 attended 100% of the meetings held during their tenure.

Compensation Committee Interlocks and Insider ~~Participation.~~Participation ~~No member~~. During 2015, none of ~~our~~the members of the Compensation Committee served, or has at any time ~~been one~~served, as an officer or employee of our ~~officers~~company or ~~employees. None~~any of our subsidiaries. In addition, none of our executive officers ~~currently serves, or in the past fiscal year~~ has served as a member of ~~our~~a board of directors or a compensation committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of the Board or ~~compensation~~the Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

In addition, no two directors serve together on both the SP Plus Board and any other public company boards or any committee ~~of any entity that has one or more executive officers serving on our Board or Compensation Committee.~~

thereof.

The Executive Committee consists of three directors: Karen M. Garrison, Robert S. Roath and ~~Mr.~~James A. Wilhelm, who serves as Chair. Our Board has determined that all members of this committee

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are independent, except for Mr. Wilhelm. The Executive ~~Committee's~~Committee’s primary duties and responsibilities include:

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Notwithstanding the foregoing, the Executive Committee does not have the powers of our Board for:

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A complete description of the Executive ~~Committee's~~Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page atwww.spplus.com.

The Executive Committee held ~~four~~three meetings in ~~2014,~~2015, all of which were held by teleconference. Directors who served on the Executive Committee during ~~2014~~2015 attended 100% of the meetings held during their tenure.



	Name				Age	Position
William H. Bodenhamer, Jr.		62		~~Executive Vice President—Hospitality Division~~
~~Hector O. Chevalier.~~		51	63	Executive Vice President, of Operations
~~Keith B. Evans~~ Hector O. Chevalier		47	52	Executive Vice ~~President—~~President, Operations ~~Support and Technology~~
Thomas L. Hagerman		54	55	Executive Vice President; Chief Business Development Officer
Vance C. Johnston		45	46	Executive Vice President; Chief Financial Officer; Treasurer
Gerard M. Klaisle		61	62	Executive Vice President; Chief Administrative Officer
John Ricchiuto		58	59	Executive Vice President, of Operations
Robert N. Sacks		62	63	Executive Vice President; General Counsel; Secretary
Robert M. Toy		58	59	Executive Vice President; President of ~~Operations~~
~~Steven A. Warshauer~~		60		~~Executive Vice President of~~Urban Operations

Hector O. Chevalier has served as Executive Vice President, of Operations since July 2014. He served as our Senior Vice President for the greater New York metropolitan area from October 2012 following the Central Merger through June 2014. Prior to joining our company, he worked for Central Parking in a variety of capacities beginning in November 1997, including regional manager from December 2003 to October 2005, regional vice president from October 2005 to August 2007 and then as senior vice president for the greater New York Metropolitan Area beginning in August 2007. Mr. Chevalier began working in the parking business as a parking attendant with Kinney Systems Inc., eventually becoming regional vice president until Central Parking acquired the parent company of Kinney Systems in November 1997. Mr. Chevalier earned his degree in Military Leadership, Strategy and Law at Academia Militar 2 de Marzo in the Dominican Republic in 1986.

~~Keith B. Evans~~ has served as our Executive Vice President—Operations Support and Technology since October 2014. From January 2013 through September 2014, Mr. Evans served as our Executive Vice President—Strategy and Process. He also served as Senior Vice President Strategy, Technology and Information from September 2003 through December 2012. From September 2001 through August 2003, Mr. Evans served as a Vice President in our Finance Department. Mr. Evans received his B.A. degree from Stanford University in 1989 and his MBA from the Kellogg Graduate School of Management in 1994.

Thomas L. Hagerman has served as Executive Vice President and Chief Business Development Officer since October 2012. He served as Executive Vice President and Chief Operating Officer from October 2007 to October 2012. He also served as Executive Vice President of Operations from July 2004 through September 2007, and as a Senior Vice President from March 1998 through June 2004. In addition, Mr. Hagerman serves on the board of directors of The Ronald

Vance C. Johnston has served as Executive Vice President, Chief Financial Officer and Treasurer since March 2014. Prior to joining our company, Mr. Johnston held various positions with Furniture Brands International, Inc. since May 2010, including chief financial officer from May 2012 to December 2013, and he was chief financial officer of Furniture Brands when it filed for protection under Chapter 11 of the bankruptcy code on September 9, 2012. Prior to Furniture Brands, he was chief financial officer for Miami Jewish Health Systems from March 2009 through March 2010, and vice president, corporate strategy at Royal Caribbean Cruises, Ltd. from December 2005 through August 2009. Mr. Johnston has also held various positions in strategy, finance and operations with OfficeMax, Inc. from 2002 to 2005 and Burger King Corp. from 2001 to 2002. He began his career at KPMG and is a Certified Public Accountant. Mr. Johnston holds a B.S. degree from University of San Diego and an MBA degree from the University of ~~Chicago's~~Chicago’s Booth School of Management.

Gerard M. Klaisle has served as Executive Vice President since February 2010 and as Chief Administrative Officer since January 2015. He served as our Chief Human Resource Officer from February 2010 through December 2014 and Senior Vice President—Human Resources from April 2005 through January 2010. Prior to joining our company, Mr. Klaisle was senior vice president of human resources for USF Corporation, a trucking and logistics company, from April 2001 through December 2004. Prior to joining USF Corporation, Mr. Klaisle served 18 years with Midas, Inc. where he rose from director of labor relations to senior vice president, human resources. Mr. Klaisle earned a B.S. degree from LeMoyne College in 1975 and his M.B.A. from Loyola University in Chicago in 1979.

John Ricchiuto has served as Executive Vice President, of Operations since December 2002. Mr. Ricchiuto joined SP Plus in 1980 as a management trainee. He served as Vice President—Airport Properties Central from 1993 until 1994, and as Senior Vice President—Airport Properties Central and Eastern United States from 1994 until 2002. Mr. Ricchiuto received his B.S. degree from Bowling Green University in 1979.

Robert N. Sackshas served as Executive Vice President, General Counsel and Secretary since March 1998. Mr. Sacks joined SP Plus in 1988, and served as General Counsel and Secretary since 1988, as Vice President, Secretary, and General Counsel from 1989, and as Senior Vice President, Secretary and General Counsel from 1997 to March 1998. Mr. Sacks became a director of the USO of Illinois in 2012 and secretary in 2015. Mr. Sacks received his B.A. degree, cum laude, from Northwestern University in 1976 and, in 1979, received his J.D. degree from Suffolk University where he was a member of the Suffolk University Law Review.

Robert M. Toy has served as Executive Vice President ~~of Operations~~ since October 2012 ~~in connection with the Central Merger.~~and as President of Urban Operations since January 2016. Prior to joining our company, Mr. Toy served as senior vice

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president of field operations of Central Parking Corporation from 2010 to October ~~2015,~~2012, and in other capacities since 1999. He began his career with Central as executive vice president of USA Parking System, Inc. Mr. Toy attended the University of Kentucky from 1974 to 1978 where he majored in Business Administration.

~~Steven A. Warshauer~~ has served as Executive Vice President of Operations since March 1998. Mr. Warshauer joined SP Plus in 1978, initially serving as Vice President, then becoming Senior Vice President. Mr. Warshauer received his B.S. degree from the University of Northern Colorado in 1976 with a major in Accounting.

Our compensation program is designed to reward employees for producing sustainable growth for our stockholders and to attract, motivate and retain the top talent in the industry. Like most companies, we use a combination of fixed and variable compensation programs to help align the interests of our executives with our stockholders. This ~~"pay-for-performance"~~“pay-for-performance” philosophy forms the foundation of our Compensation ~~Committee's~~Committee’s decisions regarding compensation. Underlying these decisions is the Compensation ~~Committee's~~Committee’s belief that the labor market for the type of talent we require is limited, and that our executives are among the most capable and highest performing in the industry.

The compensation realized by our executives is closely related to our business ~~performance and the~~performance. The impact of such business performance upon pay actually realized by our Chief Executive Officer ~~in order~~is described below to ~~enable~~help our stockholders

Our company experienced solid operating performance ~~in line with both short- and long-term growth targets.~~

•: during 2015.

We manage our pay structure and make compensation decisions using a combination of policies, practices and inherent logic. We have a “pay-for-performance” culture as exemplified by our management of salaries, bonus compensation and equity compensation. Base salaries may be adjusted to provide market-based increases, and our executives’ true upside potential has been provided through bonuses and stock-based award opportunities available under our annual cash and long-term incentive plans. After considering all components of the compensation paid to the named executive officers, the Compensation Committee has determined that the compensation arrangements are reasonable and appropriate given our overall performance, market for talent, executive retention and business strategy. ~~In making~~

Our Board values our stockholders’ feedback and pays careful attention to communications from our stockholders regarding our executive compensation practices. Our executive compensation program is designed to pay for performance and to align the long-term interests of our named executive officers and other members of our management team with the long-term interests of our stockholders, as discussed in more detail throughout this Proxy Statement. We believe these design and alignment principles help to ensure an appropriate balance between risk and reward; while our incentive compensation arrangements do not encourage employees to take unnecessary or excessive risks, our employees are rewarded for executing on our financial and strategic objectives. Further, the Compensation Committee ~~considered many factors, including:~~

•: ~~Management has led~~and the Board of Directors believe that the compensation policies and procedures articulated in this Proxy Statement are effective in furthering our ~~company to excellent performance~~achievement of short-term and ~~in 2014 continued to play an instrumental role in completing~~long-term business goals, and that the ~~integration of Central into SP Plus Corporation, which effectively doubled the size and complexity~~compensation of our ~~company.~~
•: ~~The Committee's most recent review~~named executive officers reported in this Proxy Statement, which is structured to motivate superior individual performance, has supported and contributed to our success.

At our last annual meeting, our advisory vote to approve named executive officer 2014 compensation received the strong support of our stockholders (approximately 94.7% of the ~~competitiveness~~shares represented in person or by proxy and entitled to vote). Based on the results of last year’s Say-on-Pay vote as well as feedback we received from key stockholders, our ~~total compensation levels relative~~Compensation Committee determined to keep the ~~market, completed by Towers Watson in 2013, verified that~~structure of our executive compensation ~~is at or below our desired market positioning (i.e., median)~~program for ~~four out~~2015 substantially similar to the structure of ~~our five named~~the executive ~~officers; one executive officer approximates~~compensation program for 2014, including the 75^th ~~percentile. (See additional detail below under the section "Compensation Study, Compensation Philosophy and Benchmarking".)~~

•

~~Under the newly introduced~~ Performance Share Program future equity awards will be earned by achieving free cash flow targets over a three-year performance period. This program is exclusively performance driven and is the primary vehicle for any new equity awards for existing executive officers. While the trading price of our stock is an important measure of our performance and a key focus of stockholders, many factors affect the price of our stock. Accordingly,described below. As we continue to refine our compensation program, ~~seeks to align executive pay in part to the stock performance, but to the financial performance of the business.~~

~~2014 Say on Pay Advisory Vote~~

In 2014 our stockholders participated in the advisory vote on say-on-pay, and that vote was considered in evaluating the compensation programs of our executives. No changes were deemed necessary for our executive compensation programs because the vote itself, and stockholder engagement efforts that flowed from the vote, did not indicate any particular concerns with our executive pay policies and ~~decisions. Holders of approximately 85.5% of our common stock voted in favor of our 2014 compensation~~practices going forward, we will continue to ~~our named executive officers.~~

consider stockholder feedback.

Our Compensation Committee has administered our executive compensation program since this committee was established in conjunction with our initial public offering in June 2004. Broadly stated, the Compensation ~~Committee's~~Committee’s overall role is to oversee all of our compensation plans and policies,

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administer our equity plans and policies, approve equity grants to our executive officers and review and approve all compensation decisions relating to the named executive officers. Our Compensation Committee has engaged Willis Towers Watson as a consultant to assist it in addressing and discharging its duties and obligations. As required by the SEC, the Compensation Committee has determined Willis Towers Watson has no conflicts of interest and is independent.

Our Chief Executive Officer and Chief ~~Human Resource~~Administrative Officer regularly and routinely work with our Compensation Committee throughout the year, with input as appropriate from our outside legal counsel, as well as from the Compensation ~~Committee's~~Committee’s compensation consultant. Our Chief Executive Officer plays an integral and instrumental role in making specific recommendations to the Compensation Committee regarding the compensation for all of the named executive officers other than the Chief Executive Officer himself. Our Board decides the compensation of our Chief Executive Officer.

Our overall compensation philosophy continues to be governed by three fundamental objectives: (1) attracting and retaining qualified key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are critical to our business; (2) motivating performance to achieve specific strategic and operating objectives of our company; and (3) aligning ~~executives'~~executives’ interests with the long-term interests of our stockholders. As

We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives. The table below lists each material element of our

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executive compensation program and the compensation objective or objectives that it is designed to achieve.

The Compensation Committee reviews the executive compensation program and named executive officer compensation on an annual basis. The use and relative contribution of each compensation element is based on a ~~subjective~~discretionary determination by the Compensation Committee of the importance of each compensation element in supporting our financial and strategic objectives, after taking into consideration the recommendations of our Chief Executive Officer.

As illustrated by the table above, base salaries, perquisites and personal benefits, retirement benefits and severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our current executive compensation program where the value of the benefit in any given year is not dependent on company performance. We believe that in order to attract and retain top-caliber executives, we need to provide them with some amount of predictable ~~pay~~compensation that rewards the ~~executive's~~executive’s continued service. Some of the elements, such as base salaries and perquisites and personal benefits, are generally paid out on a short-term or current basis. The other elements are generally paid out on a longer-term basis such as upon retirement or other termination of employment. We believe that this mix of longer-term and short-term components allows us to achieve our dual goals of attracting and retaining executives.

Our annual bonus opportunity is primarily intended to motivate named executive ~~officers'~~officers’ performance to achieve specific strategies and operating objectives, although we also believe annual bonuses help us attract and retain executives. Each named executive ~~officer's~~officer’s annual bonus opportunity is paid out on an annual short-term basis and is designed to reward performance for that period.

~~Our recently adopted~~The Performance Share Program, ~~described below,~~along with the legacy Transaction Restricted Stock Units grants, Career Restricted Stock Unit Grants, and ~~the legacy Career Restricted Stock Unit Grants~~one time hiring/promotion related restricted stock unit grants are primarily intended to align named executive ~~officers'~~officers’ long-term interests with ~~stockholders'~~stockholders’ long-term interests and motivate excellent business performance. In addition, these forms of compensation help us attract and retain executives. Career Restricted Stock Unit Grants were generally awarded once to each named executive officer and are designed to reward performance over a decade or longer. Transaction Restricted Stock Unit Grants were designed to reward the performance of our executives who were instrumental in the successful completion of the Central Merger.

As discussed above, our Compensation Committee believes that the compensation of our named executive officers must be closely aligned with our performance, on both a short- and long-term basis, at responsible levels that are consistent with our cost-conscious culture. At the same time, this committee recognizes that our compensation programs must be designed to attract and retain key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are important to producing superior results for our stockholders.

~~In 2013~~

As the independent consultant to the Compensation Committee, ~~once again engaged~~Willis Towers Watson periodically conducts market-based assessments as ~~its independent consultant, and requested an executive benchmarking review~~to the competitiveness of our officers’ total pay opportunities. Over several years, these competitive analyses have generally found, for both the named executive ~~pay practices relative to those of other companies. The compensation market study is typically updated bi-annually. The Towers Watson study concluded, among other things, as follows:~~

•: officers and broader management team, the following:

Our cash compensation (base and target bonus) is competitive with market norms ~~for all but our CEO whose cash compensation, both target and actual, was at the 25~~^th ~~percentile. The remaining~~with three named executive officers ~~fall between median and the 75~~^th ~~percentile.~~

•

falling above market median.

Annualized long-term incentive compensation is generally below market median for all named ~~executives except for one.~~

•

executives.

Total direct compensation levels (both actual and target) vary in competitiveness from individual to individual. ~~Four~~Two out of five named executive officers, ~~including~~ our ~~former~~ CEO and CFO, are positioned ~~at or~~ below the 25^th ~~percentile,~~market median, largely due to the lower annualized ~~long term~~long-term incentive values. ~~One~~Three named executive ~~was above~~officers were positioned between market median and the 75^th75th percentile.

~~Overall findings from the 2013 study were directionally consistent with those of prior years, and compensation decisions for 2014 were based on the findings from the 2013 Executive Compensation Study.~~

We continue to use published survey data as a broad indicator of market performance, but we do not benchmark against specific companies through a ~~"peer group"~~“peer group” or within such surveys. We operate in a large and fragmented industry with no direct public competitors. Accordingly, we do not use data that are specific to any company within the surveys.

Notwithstanding this practice, from time to time the Compensation Committee explores the possibility of creating a peer group of direct competitors. At the direction of the Compensation Committee, Towers Watson researched several possible competitors to attempt to constitute a peer group (~~e.g.~~, based on industry screens, analyst reports, public filings, etc.). Ultimately, Towers Watson and the Compensation Committee concluded that, given the lack of direct public company competitors, survey benchmarking still provides the most robust and relevant market comparison.

~~Accordingly, we use data from nationally recognized published surveys.~~ These surveys represent a broad group of general industry ~~companies~~ and service industry companies. ~~Specifically, the surveys used by Towers Watson in its evaluation of total direct compensation were the 2012 Towers Watson Data Services Top Management Survey, the 2012 Towers Watson CDB General~~

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~~Industry Executive Study, and the Mercer 2012 Benchmark Database-Executive Compensation Survey.~~ We believe that the aforementioned survey sample is appropriate because it provides a significant sample size, includes reasonably accurate executive position matches for benchmarking purposes, and includes companies from other industries from which we might potentially recruit.

For compensation planning purposes, Willis Towers Watson has recommended that the most reasonable approach is to evaluate our pay practices for senior executives against this survey data scoped to reflect companies with revenues of approximately $2.0 billion. While this is larger than our reported revenue, the revenue we manage for clients is more than double our reported revenue, and the corresponding infrastructure necessary to support the business model more closely resembles a company with more than $2.0 billion in revenue. Accordingly, taking these factors into consideration, Towers Watson recommended, and the Committee agreed, that we be compared to companies with revenues of $2.0 billion, about 50% of the revenue we manage for clients. Occasionally and where appropriate, Towers Watson will adjust position specific survey data to better match the actual responsibilities we assign to the position, through the use of market premiums or discounts.

Given the information obtained from the current and previous compensation studies, the Compensation Committee has informally adopted a guideline that targets total cash compensation in the 50th percentile range for executive officers when benchmarked to general industry data. This range, however, is merely a guideline because the Compensation Committee does not believe in fixing compensation levels based only on market comparables. Rather, the Compensation Committee believes that other factors should be considered and weighted appropriately, including, but not limited to, the history underlying our current compensation levels, relative compensation levels among our senior executives, pay levels in the parking industry, as well as our overall performance in relation to the performance of other parking companies. Our actual cash compensation practice is to target the market median when our company performance is in line with our financial goals.

We manage our pay structure and make compensation decisions using a combination of policies, practices and inherent logic. We have a "pay for performance" culture as exemplified by our management of salaries, bonus compensation and equity compensation. Base salaries may be adjusted to provide market-based increases, and our executives' true upside potential has been provided through bonuses, restricted stock units and stock-based award opportunities available under our annual cash and long-term incentive plans. This philosophy and approach are strengthened by our use of benchmark data during the base salary, annual bonus and long-term compensation review process.

Our compensation to the named executive officers consists primarily of the following elements: base salary; Management Incentive Compensation Program; compensation under our ~~Long Term~~Long-Term Incentive Plan, which includes the Performance Share Program, the legacy Transaction Restricted Stock Unit Grants and ~~the legacy~~ Career Restricted Stock Unit Grants; perquisites and personal benefits; retirement benefits and deferred compensation opportunities; and severance and other benefits upon termination of employment or a change in control.

Base salary is a critical element of named executive officer compensation because it is the source of their consistent income stream and is the most visible barometer of evaluationvis-à-vis the employment market. In establishing and reviewing base salaries, the Compensation Committee considers various factors that include the ~~executive's~~executive’s qualifications

Our named executive officers participate in our Management Incentive Compensation Program, which provides for an annual incentive bonus. Our Compensation Committee oversees this program, and it creates annual performance criteria that are flexible and that change with the needs of our business. By creating target awards and setting performance objectives at the beginning of each fiscal year, our named executive officers have the proper incentives to attain the key performance metrics in the business.

The target bonuses, metrics, weightings, level of achievement and awards are reported in the tables set forth under "~~2014~~“2015 Bonus Targets, Weighting, Metrics and Awards ~~Tables~~."

Tables.”

~~General.~~ In April 2013 our stockholders approved an increase of 800,000 shares available for issuance under our Long-Term Incentive Plan ("Plan"), and a total of 2,975,000 shares of common stock may now be issued pursuant to stock awards under our Plan. The Plan provides for the issuance of stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, dividend equivalents, other stock-based awards, performance awards and cash awards. In determining the number of any securities that may be granted to named executive officers, the Compensation Committee takes into account the individual's position, scope of responsibility, ability to affect the profitability of the business as well as long-term stockholder value. All option or stock grants are issued so the grant price reflects the market value on the date of grant.

Performance Share Program. ~~In September 2014 the Compensation Committee authorized a performance-based incentive program under our Long-Term Incentive Plan ("2014 Performance Share Program").~~ The objective of ~~this performance-based incentive program~~granting performance share units is to link compensation to business performance, encourage ownership of our common stock, retain executive talent, and incentivize and reward executive performance. The ~~2014 Performance-Share~~Performance Share Program provides participating executives with the opportunity to earn vested common stock if certain performance targets for ~~adjusted~~ pre-tax free cash flow are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. In September 2014 the Compensation Committee authorized our first grants of performance share units under our Long-Term Incentive Plan for the cumulative three-year period of 2014 through 2016.

In 2015 additional performance stock unit grants were made for the performance period 2015 through 2017. The Compensation Committee intends that a new three-year performance period will start each year and new performance share units will be granted with ~~its own~~new cumulative performance goals, which will provide a new potential award to the plan participants every year. To the extent we attain our financial goals for any given three-year performance period, the participant will receive common stock. The cumulative adjusted pre-tax free cash flow ("FCF") goal for the 2014 through 2016 performance period is $178.2 million with 50% of the target award payable if the three-year FCF is between $153.0 million and $163.0 million, and a maximum award of 200% of target if FCF exceeds $203.0 million. goals.

For purposes of the Performance Share ~~Plan,~~Program, reported free cash flow for each performance period will be adjusted for any one-time expenses, benefits, cash payments or receipts made for acquisitions, joint ventures or other transactions; one-time expenses and benefits related to the sale or disposition of assets; legal costs for one-time, non-recurring items that are non-core; cash taxes paid; significant refinancing costs and expenses (e.g., credit agreement); and

The number of performance shares set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for ~~four of~~ our five named executive ~~officers, which is~~officers. For the 2015 Performance Share Program, the annual award value was $400,000 for Mr. Baumann (16,576 performance share units), $150,000 for ~~Messrs. Baumann and~~Mr. Johnston ~~(5,813~~(6,216 performance ~~shares)~~share units) and $100,000 ~~(3,875~~(4,144 performance ~~shares)~~share units) for Messrs. ~~Chevalier~~Bodenhamer, Hagerman and ~~Bodenhamer for the 2014 Performance Share Program. Mr. Wilhelm did not~~

Warshauer.

~~receive a grant under the program since he would not have vested in the award due to his retirement.~~

The Compensation Committee intends that another three-year performance period will start in ~~2015~~2016 and will be linked to a new ~~FCF~~adjusted free cash flow performance target for the cumulative three-year performance period of ~~2015~~2016 through ~~2017. This~~2018, a process ~~should~~that is expected to occur ~~again~~ in ~~2016 and~~ succeeding ~~years thereafter.~~years. The Board may choose to discontinue the plan or change the performance measures ~~for any given~~in future performance ~~period.~~

The performance share units issued under the Performance Share Program do not vest until the end of the performance period upon attainment of the performance goals. However, once the performance shares vest they are no longer subject to forfeiture unless the executive is in violation of the non-compete provisions of the performance share unit agreement.

~~Transaction~~Previous Restricted Stock Unit Grants.The Compensation Committee and our Board approved a one-time ~~grant~~transaction grants of ~~219,925 RSUs~~restricted stock units to ~~mostly legacy Standard Parking~~ members of ~~our~~the senior management team ~~on October 4, 2012~~ in connection with the ~~consummation~~Central Merger. These grants vest over various periods, with the majority of the ~~Central Merger. The Transaction Restricted Stock Unit Grants~~grants having already vested. These grants were ~~primarily~~ designed to ~~reward~~incentivize the ~~performance of the individuals responsible for the successful completion of the Central Merger and to incentivize these same executives~~executive team to ensure that the merged company ~~creates~~created the target stockholder value. ~~The shares vest pro-rata over three-years beginning on October 4, 2013.~~In addition, from time to time one-time individual restricted stock unit grants have been issued upon employment or promotion. There is no acceleration upon termination from employment and the recipients are subject to the same non-compete restrictions and limitation on sale after the restrictions lapse as with the ~~Career Restricted Stock Unit Grants~~career restricted stock unit grants described below.

~~Additionally, on September 24, 2013,~~

In 2008, the Compensation Committee and our Board approved a one-time grant of 68,044 RSUs to certain members of our senior management team who joined us in connection with the Central Merger and did not receive RSUs in October 2012. The RSUs were issued on December 3, 2013. These Transaction Restricted Stock Unit Grants were primarily designed to incentivize these former Central executives to ensure that the merged company creates the target stockholder value. All of the shares vest on December 3, 2018 after the completion of five years of service from the grant date. There is no acceleration upon termination from employment and the recipients are subject to the same non-compete restrictions and limitation on sale after the restrictions lapse as with the Career Restricted Stock Grants described below.

~~Career Restricted Stock Unit Grants.~~ ~~The~~ Compensation Committee and our Board approved a grant of career restricted stock units to our senior management team on July 1, 2008. One of our basic compensation objectives is to align our executives' interests with the long- term interests of our stockholders. We believe we can further that objective if the members of our senior management team possess a significant equity interest in our company. Furthermore, our ongoing future success depends in large part on our success in retaining the members of our senior management team. ~~We believe that a meaningful grant of time-restricted stock units, which represents substantial value to the recipient on day one, will achieve our retention objective.~~

The RSUs that were granted in 2008 are subject to a time restriction that will be removed from one-third of them after ten years of continuous service, from another one-third after eleven years of continuous service, and from the final one-third after twelve years of continuous service. Anyone reaching retirement age (typically age 65) before the expiration of the twelve-year period would be entitled to have all restrictions removed at the time of retirement. ~~Career Restricted Stock Unit Grants made~~No additional career restricted stock units have been issued since ~~2008~~2008.

Since one of our basic compensation objectives is to ~~new executive officers generally have cliff vesting five years from~~align our executives’ interests with the long- term interests of our stockholders, all shares issued under the aforementioned transaction grant, ~~date. Prior to the formal adoption of~~career restricted stock grant, and under the Performance Share Program ~~referenced above, we granted 21,595 RSUs to two named executive officers who were hired or promoted in 2014.~~

have holding restrictions once the shares vest. In the year that restrictions are removed, the executive will be entitled to sell enough unrestricted shares to enable payment of the state and federal income taxes incurred by reason of the restriction removal. Of the remaining unrestricted shares, individuals would be expected to comply with the Long-Term Incentive Plan Stock Ownership Policy Statement as approved and modified by our Compensation Committee from time to time. Individuals whose employment

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terminates will have no limitations on their right to sell unrestricted shares after the time of termination.

The award agreements each address the ~~recipient's~~recipient’s rights in the event his employment terminates prior to the removal of the time restrictions ~~from all of~~for the legacy RSUs. An executive who voluntarily resigns other than for good reason, or who is terminated for cause, will forfeit all RSUs as to which the time restriction has not lapsed as of the time of termination. An executive who is terminated by us without cause would retain a prorated portion of his award and the time restrictions would be removed from the retained shares immediately upon termination. Similar treatment would be given to an executive who resigns for good reason or whose employment is terminated due to the ~~executive's~~executive’s permanent disability or death.

The award agreements also prohibit the executive from competing with us for a designated period of time after his employment terminates (regardless of the termination reason). Any executive who violates these provisions will forfeit 100% of the award, and we will be entitled to seek recoupment from the executive to recover the proceeds of any award shares previously sold by the executive.

We provide our named executive officers with certain perquisites and personal benefits. We believe that perquisites are often a way to provide the named executive officers with additional annual compensation that supplements their base salaries and bonus opportunities. When determining each named executive ~~officer's~~officer’s base salary, we take the value of each named executive ~~officer's~~officer’s perquisites and personal benefits into consideration.

The perquisites and personal benefits paid to each named executive officer in ~~2014~~2015 are reported in column (i) of the Summary Compensation Table, below, and further described in the footnotes thereto.

Deferred compensation is a tax-advantaged means of providing certain named executive officers with additional compensation that supplements their base salaries and bonus opportunities, including our 401(k) plan. In addition, we have entered into various agreements over the years with certain named executive officers that provide for various retirement benefits and deferred compensation opportunities. These plans grew out of a perceived need to provide some form of retirement income to executives and are intended to provide a modest payment towards retirement.

Mr. Wilhelm is a party to a Deferred Compensation Agreement with us dated August 1, 1999, as amended on January 25, 2012, which we refer to as a supplemental early retirement plan ("SERP"). This SERP provides him with an annual retirement benefit equal to $112,500 to begin on February 9, 2019, when he attains age 65, and to continue for a period of 15 years thereafter or, if earlier, until his death; provided, however, that our obligation to make such payments shall cease from and after the date, if any, on which Mr. Wilhelm acquires, pursuant to the provisions of his employment agreement, ownership of certain life insurance policies our company currently owns insuring Mr. Wilhelm's life.

Pursuant to the terms of Mr. Wilhelm's employment agreement, we have agreed to pay the annual insurance premiums on such insurance policies until Mr. Wilhelm attains the age of 65 (and thereafter to the extent necessary to prevent the policies from lapsing, but only until Mr. Wilhelm attains the age of 80) and to continue to provide health insurance coverage for Mr. Wilhelm and his wife until he attains age 65. The current aggregate amount of the annual premiums on these policies is $32,592.

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~~Pursuant to the terms of Mr. Baumann's~~Baumann’s employment agreement, we have agreed to pay the premiums on certain insurance policies owned by Mr. Baumann that will provide an annual retirement benefit equal to $150,000 for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the annual premium is $105,901. If Mr. ~~Baumann's~~Baumann’s employment is terminated (other than for cause or other than by Mr. Baumann without good reason), we will continue to pay the premiums on the insurance policies until the earlier of Mr. ~~Baumann's~~Baumann’s death or his attainment of age 65.

In general, the employment agreements of the named executive officers have provisions that are triggered if they are terminated for various reasons. Please see the ~~"Potential~~“Potential Payments Upon Termination or ~~Change-in-Control"~~Change-in-Control” section below for a description of the potential payments that may be made to the named executive officers in connection with their termination of employment or a change-in-control. In addition, our Compensation Committee has the discretion to accelerate the vesting of unvested options or restricted stock awards in the event of a change in control.

Historically, we have maintained employment agreements with all of our named executive officers. It is customary in our industry for senior executives to have employment agreements because it encourages employment continuity and is a practical means to insure that client relationships are protected through the legal enforcement of protective covenants, including the covenant not to compete and the covenant not to solicit customers and employees. Moreover, these agreements were created in part to ensure executive continuity because we had no programs with substantial executive retention value through the creation of forfeiture risk (e.g., pension plan, restricted stock, etc.) until 2007. Hence, executive retention and protection of our interests have been created in part through the use of employment agreements.

The Compensation Committee reviews salaries on an annual basis and considers merit increases, which are generally effective April 1, for all executive officers. ~~Modest~~No salary increases ~~of 2.7%~~ were granted to the named executive officers in ~~2014.~~2015. The annual bonus targets are fixed and there were no changes for ~~2014.~~2015. The named executive officers ~~with the exception of Mr. Wilhelm,~~ participated in the ~~new~~ Performance Share Program described in ~~under~~ the ~~"Elements~~“Elements of ~~Compensation"~~Compensation” section.

Mr. ~~Wilhelm retired as our Chief Executive Officer effective December 31, 2014. Mr. Wilhelm's 2014~~Baumann’s 2015 compensation was governed largely by his employment agreement with us. Mr. ~~Wilhelm~~Baumann earned a base salary of ~~$815,334~~$694,395 in fiscal ~~2014, an increase of $21,233, or 2.7%, from 2013.~~2015. Under our Management Incentive Compensation Program, Mr. ~~Wilhelm~~Baumann earned ~~$163,600~~$274,000 for ~~2014, a decrease~~2015, an increase of ~~$13,500,~~$171,750, or ~~7.6%~~168%, from ~~2013~~2014 as described in detail below under "~~2014~~“2015 Bonus

All of our other named executive officers have entered into employment agreements with us, and their compensation is governed largely by their respective employment agreements. The base salary earned for each of these named executive officers for the year ended December 31, ~~2014~~2015 was as follows: Mr. ~~Baumann—$560,540, Mr.~~ Johnston—$~~314,458 (pro rata of $400,000 from his hire date, March 1, 2014),~~400,015, Mr. Bodenhamer—$~~473,183,~~476,957, Mr. Hagerman—$467,388, and Mr. ~~Chevalier $366,986. The salary increase percentages over 2013 were 2.7% for Mr. Baumann, 2.8% for Mr. Bodenhamer, and 2.7% for Mr. Chevalier.~~

Warshauer—$482,709.

Awards made to our named executive officers in ~~2014~~2015 under the Management Incentive Compensation Program were based on the weightings and metrics set forth in the table below:

Actual Results
Name(1)
Metrics(2) Weighting Threshold
Metrics($) Target
Metrics($) Maximum
Metrics($) Actual
Metrics
James A. Wilhelm
Adjusted Company EBITDA 100 % 77,518,000 84,955,000 95,171,000 81,045,000
Chief Executive Officer

G Marc Baumann

Adjusted Company EBITDA

100
%
77,518,000
84,955,000
95,171,000
81,045,000
President; Chief

Operating Officer

Vance C. Johnston

Adjusted Company EBITDA

100
%
77,518,000
84,955,000
95,171,000
81,045,000
Chief Financial

Officer; EVP

Hector O. Chevalier

Adjusted Company EBITDA

50
%
77,518,000
84,955,000
95,171,000
81,045,000
EVP—Operations(3)

Adjusted Business Unit EBITDA 50 %
William H. Bodenhamer

Adjusted Company EBITDA

50
%
77,518,000
84,955,000
95,171,000
81,045,000
EVP—Operations(3)
Adjusted Business Unit EBITDA 50 %

~~(1)~~: ~~Positions as~~



						Actual Results
Name	Metrics(1)	Weighting		Threshold Metrics($)	Target Metrics($)	Maximum Metrics($)	Actual Metrics($)
G Marc Baumann	Adjusted Company EBITDA	100	%	77,512,450	83,749,000	90,149,000	81,248,281
Chief Executive Officer; President

Vance C. Johnston	Adjusted Company EBITDA	100	%	77,512,450	83,749,000	90,149,000	81,248,281
Executive Vice President;
Chief Financial Officer

William H. Bodenhamer, Jr.	Adjusted Company EBITDA	(2)		77,512,450	83,749,000	90,149,000	81,248,281
Executive Vice President, Operations	Adjusted Business Unit EBITDA			5,670,607	7,088,259	8,324,022	7,048,183

Thomas L. Hagerman	Adjusted Company EBITDA	(2)		77,512,450	83,749,000	90,149,000	81,248,281
Executive Vice President; Chief Business	Adjusted Business Unit EBITDA			6,058,370	7,572,962	9,087,554	7,297,293
Development Officer

Steven A. Warshauer	Adjusted Company EBITDA	(2)		77,512,450	83,749,000	90,149,000	81,248,281
Executive Vice President, Operations	Adjusted Business Unit EBITDA			35,366,780	44,208,476	55,260,595	42,931,709


(1)	See the reconciliation to company EBITDA in Appendix A.


(2)	Messrs. Bodenhamer, Hagerman and Warshauer target bonus is first multiplied by the company adjusted EBITDA attainment percentage. If this calculation produces an “adjusted” bonus opportunity, then the adjusted bonus amount is subject to the business unit EBITDA attainment percentage to determine the final bonus.

EXAMPLE: Target Bonus ($150,000) multiplied by the company EBITDA achievement percentage (70%) = adjusted bonus target ($105,000) multiplied by the business unit attainment percentage (110%) = $115,500 total bonus.

Payouts can range from 0% to 150% of ~~12/31/2014.~~

~~(2)~~

~~See~~“adjusted” target (after applying company performance factor) with the ~~reconciliation to Company EBITDA in Appendix A.~~

~~(3)~~

~~The two Executive Vice Presidents—Operations are evaluated on Corporate EBITDA for~~lowest non-zero payout of 50% of the “adjusted” target ~~award as shown above, but the remaining bonus opportunity is based solely~~, depending on ~~their relative ranking in year-over-year EBITDA growth in comparison to peer executives.~~

a combination of corporate and business unit financial performance:

Awards made to our named executive officers in ~~2014~~2015 under the Management Incentive Compensation Program, based on their individual achievement of their respective performance goals, ranged from ~~$80,198~~$92,475 to ~~$163,600~~$274,000, as set forth in the table below:

Name
Base
Salary
($) Target
Bonus
($) Target
Bonus
(%) Metrics(1) Weighting
(%) Threshold
Bonus
($)(3) Maximum
Bonus
($) Actual
Bonus
($) Actual
Bonus
as % of
Target
(%)
James A. Wilhelm
821,600 400,000 48 Adjusted Company EBITDA 100 20,000 740,000 163,600 41
G Marc Baumann
564,850 250,000 44 Adjusted Company EBITDA 100 12,500 375,000 102,250 41
Vance C. Johnston
400,000 200,000 50 Adjusted Company EBITDA 100 10,000 300,000 81,800 41
Hector O. Chevalier
373,253 150,000 40 Adjusted Company EBITDA 100 3,750 225,000 113,758 76
William H. Bodenhamer
476,939 200,000 42 Adjusted Company EBITDA 100 5,000 300,000 80,198 40

~~(1)~~



Name	Base Salary ($)	Target Bonus ($)	Target Bonus (%)		Metrics(1)	Weighting (%)	Threshold Bonus ($)	Maximum Bonus ($)	Actual Bonus ($)	Actual Bonus as % of Target (%)
G Marc Baumann	700,000	400,000	57.14	%	Adjusted Company EBITDA	100	80,000	600,000	274,000	68.50%
Vance C. Johnston	400,000	200,000	50.00	%	Adjusted Company EBITDA	100	40,000	300,000	137,000	68.50%
William H. Bodenhamer, Jr.	476,939	200,000	41.93	%	Adjusted Company EBITDA	(2)	20,000	450,000	107,545	53.77%
Thomas L. Hagerman	467,370	150,000	32.09	%	Adjusted Company EBITDA	(2)	15,000	337,500	98,902	65.93%
Steven A. Warshauer	482,690	150,000	31.08	%	Adjusted Company EBITDA	(2)	15,000	337,500	92,475	61.65%


(1)	See the reconciliation to Company EBITDA in Appendix A.

(2) See ~~the reconciliation to Company EBITDA~~explanation in ~~Appendix A.~~footnote (2) above.

The Compensation Committee believes that the Adjusted Company EBITDA measure for our Chief Executive Officer and the other named executive officers that participate in the program is the appropriate measure of performance at this time. This measure will likely evolve and ultimately be modified as circumstances warrant, including possible adjustments due to acquisitions and other atypical events.

Determination of ~~2015~~2016 Compensation

The target bonus opportunities are fixed and subject to change only via approval of the Compensation Committee.

~~Table of Contents~~

~~2015~~2016 Salaries and Bonus Targets for Named Executive Officers(1)~~(2)~~

Name and Position(3)
2014
Annual
Salary($) 2015
Annual
Salary($) 2015
Salary
Increase($) 2014
Target
Bonus($) 2015
Target
Bonus($) 2015 Total
Target Cash
Compensation
($)
G Marc Baumann
564,850 700,000 135,150 250,000 400,000 1,100,000
President; Chief

Executive Officer

Vance C. Johnston

400,000
400,000
0
200,000
200,000
600,000
Chief Financial

Officer; EVP

Hector O. Chevalier

373,253
373,253
0
150,000
150,000
523,253
EVP—Operations

William H. Bodenhamer

476,939
476,939
0
200,000
200,000
676,939
EVP—Operations

~~(1)~~: The increase to Mr. Baumann's compensation primarily related to his assumption of the duties of President and Chief Executive Officer effective January 1, 2015. Mr. Baumann's salary as President and Chief Executive Officer was benchmarked by Towers-Watson at between $720,000 (lower quartile) and $855,000 (market median) for a $2.0 billion company. Mr. Baumann's target bonus of $400,000 was determined based on the fixed target the Compensation Committee approved for Mr. Baumann's predecessor (Mr. Wilhelm), and also based on the aforementioned benchmarking exercise. The benchmarking exercise resulted in a target bonus of between 50% and 60% of the base salaries referenced above. There were no increases in base salaries or bonus targets for the other named executive officers. Mr. Wilhelm is not included in this table because he resigned effective December 31, 2014.



Name and Position	2015 Annual Salary($)	2016 Annual Salary($)	2016 Salary Increase($)	2015 Target Bonus($)	2016 Target Bonus($)	2016 Total Target Cash Compensation ($)
G Marc Baumann	700,000	700,000	0.00	400,000	400,000	1,100,000
Chief Executive Officer; President

Vance C. Johnston	400,000	440,000	40,000	200,000	200,000	640,000
Executive Vice President; Chief Financial Officer

William H. Bodenhamer, Jr.	476,939	476,939	0.00	200,000	200,000	676,939
Executive Vice President, Operations

Thomas L. Hagerman	467,370	467,370	0.00	150,000	150,000	617,370
Executive Vice President; Chief Business Development Officer

~~(2)~~

~~External salary data benchmarks are from the 2013 Executive Compensation Study as well as specific position evaluations conducted by Towers-Watson and presented~~


(1)	Mr. Johnston received a 10.0% increase in base salary reflecting his assumption of additional corporate responsibilities starting in 2016. Mr. Warshauer no longer serves as an executive officer effective as of January 2016, but he remains a Company employee. There are no increases in base salaries or bonus targets for the other named executive officers.

Pursuant to the ~~Compensation Committee.~~

~~(3)~~

~~Positions as of 1/1/2015.~~

We entered into an Amended and Restated Executive Employment Agreement with Mr. Baumann dated November 19, 2014, effective as of January 1, 2015. Mr. Baumann's salary is $700,000 per annum in 2015, and he will be eligible to participate in our annual bonus programs. The employment agreement also contains a non-compete provision.

~~We will pay~~Performance Share Program, the premiums on certain insurance policies owned by Mr. Baumann until he reaches age 65 that will provide an annual cash benefit of $150,000 payable to him for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the annual premium is $105,901.

~~As noted previously, the Compensation Committee authorized and adopted a performance-based incentive program under our Long-Term Incentive Plan. The~~ number of performance shares set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for our five named executive ~~officers, which is~~officers. For the 2016-2018 performance period, these values were $400,000 for Mr. Baumann (16,666 performance share units), $150,000 for Mr. Johnston (6,250 performance share units), and $100,000 for Messrs. ~~Chevalier~~Bodenhamer and ~~Bodenhamer for the 2015-2017~~Hagerman (4,166 performance ~~period.~~

share units).

Tax and Accounting Considerations

We measure stock-based compensation expense at the grant date, based on the fair value of the award, and the expense is recognized over the requisite employee service period (generally, the vesting period) for awards expected to vest (considering estimated forfeitures). Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers to $1,000,000 per year unless the compensation qualifies as performance-based. The Compensation Committee does take into consideration Section 162(m) in establishing compensation of our executives but considers other factors and business needs as well. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond our control also can affect deductibility of compensation. For these and other reasons, the

~~Table of Contents~~

Compensation Committee has determined that it will not necessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of the Code.

Relationship ~~between~~Between Compensation Plans and Risk

The Compensation Committee has concluded that it is not reasonably likely that the risks arising from our compensation policies and practices would have a material adverse effect on ~~the~~our company. In reaching this conclusion, the Committee considered the following factors:

•

Our compensation program is designed to provide a mix of both fixed and variable incentive compensation with no one component of pay providing a disproportionate segment of the whole; and

•

Our compensation is balanced between a variety of different measures and both short-term and long-term incentives are designed to reward execution of our short-term and long-term corporate strategies.

~~Table of Contents~~

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing ~~"Compensation~~“Compensation Discussion and Analysis,"” and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” be included in this Proxy Statement on Schedule 14A for filing with the ~~Securities and Exchange Commission.~~

SEC.



		By the Compensation Committee,

	Robert S. Roath (Chair) Karen M. Garrison Wyman T. Roberts Jonathan P. Ward

~~Table of Contents~~

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned, awarded or paid for services rendered to us in all capacities for the fiscal years ending December 31, 2015, 2014 ~~2013~~ and ~~2012~~2013 by our Principal Executive Officer (PEO), ~~two persons who served as~~ our Principal Financial Officer (PFO) ~~and were among the five highest paid executive officers in 2014,~~, and the ~~two~~three other highest paid executive officers other than the PEO and ~~PFOs.~~PFO. These persons are referred to, collectively, as the ~~"named~~“named executive officers."

Name and Principal
Position(1)
Year Salary
($) Bonus
($) Stock
Awards
($)(2) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($)(3) Change in
Pension
and
NQDC
Earnings
($)(4) All
Other
Compensation
($) Total
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)

James A Wilhelm
2014 815,534 — — — 163,600 20,132 30,590 (6) 1,029,656
Chief Executive
2013 794,101 — — — 177,100 19,357 24,591 1,015,149
Officer (PEO)(5)
2012 652,453 — 1,000,000 — 125,000 53,376 24,859 1,855,688
G Marc Baumann

2014
560,540
—
150,000
—
102,250
—
126,158
(8)
938,948
President; Chief
2013 550,021 — — — 110,688 — 117,233 777,942
Operating Officer(7)
2012 466,935 — 400,004 — 102,142 — 119,531 1,088,612
Vance C. Johnston

2014
314,458
350,000
—
81,800
—
132,494
(10)
878,752
Chief Financial Officer(9)

Hector O. Chevalier

2014
366,986
—
400,000
—
113,758
—
23,094
(11)
903,838
EVP—Operations

William H. Bodenhamer

2014
473,183
—
100,000
—
80,198
—
11,182
(12)
664,563
EVP—Operations

”

~~(1)~~: ~~Principal positions on 12/31/2014.~~
~~(2)~~: The amounts for 2014 shown in column (e) are comprised of performance share awards with the exception of Mr. Johnston, who received a restricted stock unit grant upon employment as well as the performance shares, and Mr. Chevalier, who received a restricted stock unit grant upon his promotion in July 2014 in addition to the performance shares. The amounts are the aggregate grant date fair values of awards granted in the fiscal year shown, computed in accordance with accounting guidance (excluding any risk of forfeiture). The performance shares were granted on September 30, 2014, and they may vest on December 31, 2016 upon the attainment of a three-year free cash flow target. These are not amounts paid to or realized by the named executive officers, and there can be no assurance that the amounts shown in this column will ever be realized by an executive officer.
~~(3)~~: ~~The amounts for 2014 shown in column (g) reflect cash bonuses paid pursuant to our Management Incentive Compensation Program.~~
~~(4)~~: ~~The amount for 2014 shown in column (h) for Mr. Wilhelm reflects the difference between our liability for his SERP benefits at the beginning and end of each respective year.~~
~~(5)~~: Mr. Wilhelm served as our President until March 2014 and as our Chief Executive Officer (PEO) through December 31, 2014. Mr. Wilhelm is no longer an executive officer, and he currently serves a director and Chairman of the Board.
~~(6)~~: The amount for 2014 shown in column (i) for Mr. Wilhelm reflects contributions made by us under our 401(k) plan in the amount of $7,800, $5,615 for group term life insurance, $5,700 in company-paid parking, $11,025 in club dues and $450 in airline clubs.
~~(7)~~: Mr. Baumann has served as our President since March 2014 and as Chief Executive Officer since January 1, 2015. Mr. Baumann served as Chief Financial Officer (PFO) until March 2014 and as Chief Operating Officer from March 2014 to December 31, 2014.
~~(8)~~: The amount for 2014 shown in column (i) for Mr. Baumann reflects contributions made by us under our 401(k) plan in the amount of $7,800, $2,657 for group term life insurance, $4,200 in company-paid parking, $5,100 attributable to a company-paid comprehensive physical exam, and $500 in airline clubs. Also included are payments in the amount of $105,901 made in 2014 for insurance policies on behalf of Mr. Baumann.
~~(9)~~: ~~Mr. Johnston has served as an Executive Vice President, our Chief Financial Officer (PFO) and Treasurer since March 2014.~~
~~(10)~~: ~~The amount for 2014 shown in column (i) for Mr. Johnston reflects $420 in contributions to a group term life insurance policy, $1,400 in company-paid parking, and $130,674 in taxable moving expense.~~



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(i)	(j)

G Marc Baumann	2015	694,395	—	366,993	—	274,000	132,025(3)	1,467,413
Chief Executive Officer;	2014	560,540	—	150,000	—	102,250	126,158	938,948
President (PEO)	2013	550,021	—	—	—	110,688	117,233	777,942

Vance C. Johnston	2015	400,015	—	137,622	—	137,000	17,716(4)	692,353
Executive Vice President;	2014	314,458	—	350,000	—	81,800	132,494	878,752
Chief Financial Officer (PFO)

William H. Bodenhamer, Jr.	2015	476,957	—	91,748	—	107,545	11,332(5)	687,582
Exec. Vice President, Operations	2014	473,183	—	100,000	—	80,198	11,182	664,563

Thomas L. Hagerman	2015	467,388	—	91,748	—	98,902	21,807(6)	679,845
Executive Vice President; Chief
Business Development Officer

Steven A. Warshauer	2015	482,709	—	91,748	—	92,475	22,614(7)	689,546
Executive Vice President,
Operations(8)

(1)

The amounts for 2015 shown in column (e) are comprised of performance share unit awards. The amounts are the aggregate grant date fair values of awards granted in the fiscal year shown, computed in accordance with accounting guidance (excluding any risk of forfeiture). If valued assuming a maximum payout on the Performance Share Program, the value of the awards would be: Mr. Baumann—$733,986; Mr. Johnston—$275,244; Mr. Bodenhamer—$183,496; Mr. Hagerman—$183,496; and Mr. Warshauer—$183,496. The performance share units were granted effective January 1, 2015, and they may vest on December 31, 2017 upon the attainment of a three-year adjusted free cash flow target. These are not amounts paid to or realized by the named executive officers, and there can be no assurance that the amounts shown in this column will ever be realized by an executive officer.


(2)	The amounts for 2015 shown in column (g) reflect cash bonuses paid pursuant to our Management Incentive Compensation Program.

(3)

The amount for 2015 shown in column (i) for Mr. Baumann reflects contributions made by us under our 401(k) plan in the amount of $7,950, $5,148 for group term life insurance, $5,820 in company-paid parking, $6,706 attributable to a company-paid comprehensive physical exam, and $500 in airline clubs. Also included are payments in the amount of $105,901 made in 2015 for insurance policies on behalf of Mr. Baumann.


(4)	The amount for 2015 shown in column (i) for Mr. Johnston reflects contributions made by us under our 401(k) plan in the amount of $7,516, $630 for group term life insurance, $4,272 in company-paid parking, and $5,298 attributable to a company-paid comprehensive physical exam.


(5)	The amount for 2015 shown in column (i) for Mr. Bodenhamer reflects contributions made by us under our 401(k) plan in the amount of $7,950 and $3,382 for group term life insurance.

~~Table of Contents~~

~~(11)~~: The amount for 2014 shown in column (i) for Mr. Chevalier reflects contributions made by us under our 401(k) plan in the amount of $7,800, $894 for group term life insurance, and $14,400 in car allowance.

~~(12)~~

The amount for 2014 shown in column (i) for Mr. Bodenhamer reflects contributions made by us under our 401(k) plan in the amount of $7,800 and $3,382 in contributions to a group term life insurance policy.

(6) The amount for 2015 shown in column (i) for Mr. Hagerman reflects contributions made by us under our 401(k) plan in the amount of $4,670, and $1,154 for group term life insurance. It also includes $2,090 in reimbursement of medical expenses. Finally, the amount also includes payment in the amount of $8,543 in club dues, $600 in airline clubs and premium payments made on Mr. Hagerman's behalf in the amount of $4,750 for insurance policies.
(7) The amount for 2015 shown in column (i) for Mr. Warshauer reflects contributions made by us under our 401(k) plan in the amount of $7,950, $3,429 for group term life insurance, $4,272 in company-paid parking, $5,298 attributable to a company-paid comprehensive physical exam, and $1,665 in club dues.
(8) Mr. Warshauer no longer serves as an executive officer effective as of January 2016, but he remains a Company employee.

Grants of Plan-Based Awards for ~~2014~~

2015

The following table sets forth information regarding ~~grants of restricted stock units and~~ performance share ~~grants~~units granted to our named executive officers pursuant to our Long-Term Incentive Plan ~~including~~and bonus amounts achievable pursuant to our Management Incentive Compensation Program during ~~2014 and estimated future payouts under the Performance Share Program.~~2015. These ~~RSUs and performance shares~~PSUs represent the right, subject to the terms, conditions and vesting schedule of the respective plan agreements, to receive shares of our common stock.

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) Grant
Date
Fair
Value
of
Stock
Awards
($)(5)

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1) Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
Name
Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
($) Target
($) Maximum
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)

James A. Wilhelm
1/1/2014 20,000 400,000 740,000 — — — — —
G Marc Baumann

1/1/2014
12,500
250,000
375,000
9/30/2014 75,000 150,000 300,000
Vance C. Johnston

1/1/2014
10,000
200,000
300,000
3/25/2014 (3) 7,518 200,000
9/30/2014 75,000 150,000 300,000
Hector O. Chevalier

1/1/2014
7,500
150,000
225,000
7/15/2014 (4) 14,077 300,000
9/30/2014 50,000 100,000 200,000
William H. Bodenhamer

1/1/2014
10,000
200,000
300,000
9/30/2014 50,000 100,000 200,000

~~(1)~~: The amounts included in columns (c), (d) and (e) reflect the bonus amounts achievable pursuant to our Management Incentive Compensation Program. See the "Compensation Discussion and Analysis" section for a discussion of timing of various pay decisions.
~~(2)~~: The performance shares, which were granted on September 30, 2014 and made effective as of January 1, 2014, will vest, if at all, at the completion of the 2014-2016 performance period depending on whether the performance targets are met. These share numbers represent the threshold, target and maximum performance share awards under the Performance Share Program for the 2014-2016 performance period. The threshold award is 50% of the target performance share award, and the maximum award is 200% of the target performance share award. The number of performance shares set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for named executive officers, the target of which is $150,000 for Messrs. Baumann and Johnston (5,813 performance shares) and $100,000 (3,875 shares) for Messrs. Chevalier and Bodenhamer under the 2014 Performance Share Program. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
~~(3)~~: ~~The RSUs granted to Mr. Johnston on March 25, 2014 will vest on March 25, 2019.~~
~~(4)~~: ~~The RSUs granted to Mr. Chevalier on July 15, 2014 will vest on July 15, 2019.~~
~~(5)~~: Column (j) sets forth the grant date fair value of the RSUs and performance shares based on the closing price of our common stock on the grant date and computed in accordance with ASC 718. There can be no assurance that ASC 718 amounts shown in the table will ever be realized by the executive officer. Amounts for grants of performance shares are based on the target amount payable if the performance conditions are met.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			Grant Date Fair Value of Stock
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Awards ($)(3)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
G Marc Baumann	1/1/2015	80,000	400,000	600,000
	4/09/2015				8,288	16,576	33,152	366,993
Vance C. Johnston	1/1/2015	40,000	200,000	300,000
	4/09/2015				3,108	6,216	12,432	137,622
William H. Bodenhamer, Jr.	1/1/2015	20,000	200,000	450,000
	4/09/2015				2,072	4,144	8,288	91,748
Thomas L. Hagerman	1/1/2015	15,000	150,000	337,500
	4/09/2015				2,072	4,144	8,288	91,748
Steven A. Warshauer	1/1/2015	15,000	150,000	337,500
	4/09/2015				2,072	4,144	8,288	91,748


(1)	The amounts included in columns (c), (d) and (e) reflect the bonus amounts achievable pursuant to our Management Incentive Compensation Program. See the “Compensation Discussion and Analysis” section for a discussion of timing of various pay decisions.

(2)

The performance share units, which were granted on April 9, 2015 and made effective as of January 1, 2015, will vest, if at all, at the completion of the 2015-2017 performance period depending on whether the performance targets are met. The amounts included represent the threshold, target and maximum number of shares that may be granted under the Performance Share Program for the 2015-2017 performance period. The threshold award is 50% of the target and the maximum award is 200% of the target. The number of shares of common stock set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for named executive officers, the target of which is $400,000 for Mr. Baumann (16,576 shares), $150,000 for Mr. Johnston (6,216 shares), and $100,000 for Messrs. Bodenhamer, Hagerman and Warshauer (4,144 shares) under the 2015-2017 Performance Share Program.


(3)	Column (i) sets forth the grant date fair value of the PSUs based on the closing price of our common stock on the grant date and computed in accordance with ASC 718. There can be no assurance that ASC 718 amounts shown in the table will ever be realized by the executive officer. Amounts for grants of PSUs are based on the target amount payable if the performance conditions are met.

~~Table of Contents~~

Outstanding Equity Awards at Fiscal Year-End ~~2014~~

2015

The following table shows stock awards subject to certain restrictions and other contingencies outstanding on December 31, ~~2014,~~2015, the last day of our fiscal year, for our named executive officers. No named executive officer held stock options as of December 31, ~~2014.~~

Stock Awards
Name
Number of Unearned
Shares, Units or Other
Rights That Have Not
Vested (#) Market or Payout Value
of Unearned Shares,
Units or Other Rights
That Have Not Vested
($) Equity Incentive Plan
Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested($)
James A. Wilhelm
— —
G Marc Baumann

5,749
(1)
145,047
42,000 (2) 1,059,660
5,813 (6) 146,662
Vance C. Johnston

7,518
(3)
189,679
5,813 (6) 146,662
Hector O. Chevalier

4,124
(4)
104,049
14,077 (5) 355,163
3,875 (6) 97,767
William H. Bodenhamer

28,029
(1)
707,171
3,875 (6) 97,767

2015.

~~(1)~~: These RSUs will vest on 10/4/2015. The value of these RSUs is based on the product of the number of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
~~(2)~~: These RSUs will vest on 7/16/2015. The value of these RSUs is based on the product of the number of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
~~(3)~~: These RSUs will vest on 3/25/2019. The value of these RSUs is based on the product of the number of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
~~(4)~~: These RSUs will vest on 12/3/2018. The value of these RSUs is based on the product of the number of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
~~(5)~~: These RSUs will vest on 7/15/2019. The value of these RSUs is based on the product of the number of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.



	Stock Awards
Name	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)
G Marc Baumann			16,576(2)	396,166
			5,813(3)	138,391
Vance C. Johnston	7,518(1)	179,680
			6,216(2)	148,562
			5,813(3)	138,930
William H. Bodenhamer, Jr.			4,144(2)	99,042
			3,875(3)	92,613
Thomas L. Hagerman	42,000(4)	1,003,800	4,144(2)	99,042
			3,875(3)	92,613
Steven A. Warshauer			4,144(2)	99,042
			3,875(3)	92,613


(1)	These RSUs will vest on 3/25/2019. The value of these RSUs is based on the product of the number of RSUs multiplied by $23.90, the closing price per share of our common stock on December 31, 2015. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.

(2)

This share number represents the target awards under the Performance Share Program for the 2015-2017 performance period. The number of shares of common stock set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for named executive officers. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.

(3)

This share number represents the target award under the Performance Share Program for the 2014-2016 performance period. The number of performance shares set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for named executive officers. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.


(4)	These RSUs will vest on 01/16/2018. The value of these RSUs is based on the product of the number of RSUs multiplied by $23.90, the closing price per share of our common stock on December 31, 2015. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.

~~Table of Contents~~

~~Option Exercises and~~

Stock Vested During ~~2014~~

2015

The following table shows the number of shares acquired upon exercise of options as well as the shares of stock that became free of restrictions and the value of by each participating named executive officer during the year ended December 31, 2014.

Option Awards Stock Awards
Name
Number of
Shares
Acquired on
Exercise (#) Value Realized
on Exercise ($) Number of
Shares
Acquired on
Vesting(#) Value Realized
on Vesting($)
James A. Wilhelm(1)
— — 28,748 725,312
G Marc Baumann(2)
— — 5,750 126,040
Vance C. Johnston
— — — —
Hector O. Chevalier
— — — —
William H. Bodenhamer
— — — —

~~(1)~~: 14,374 of these RSUs vested on October 4, 2014, the second anniversary of their October 4, 2012 grant date. They are valued at $315,078, which equals the product of the number of vested shares multiplied by $21.92, the closing price of a share of our common stock on November 7, 2014, the date of transfer to Mr. Wilhelm. 14,374 of these RSUs vested on December 31, 2014, Mr. Wilhelm's retirement date. These RSUs are valued at $362,656 basedprovides information on the ~~product of the number~~vesting of RSUs multiplied by $25.23, the closing price per share of our common stock on December 31, 2014. These RSUs will not be transferred to Mr. Wilhelm until October 4, 2015, or when any blackout period in effect on that date is lifted.during 2015. The Company has no outstanding option awards.



	Stock Awards
Name	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting($)
G Marc Baumann	47,749(1)(2)	1,234,497
Vance C. Johnston	—	—
William H. Bodenhamer, Jr.	28,029(1)	717,262
Thomas L. Hagerman	4,313(1)	110,370
Steven A. Warshauer	4,313(1)	110,370

~~(2)~~

These RSUs vested in their entirety on October 4, 2014, the second anniversary of their October 4, 2012 grant date. These amounts equal the product of the number of vested shares multiplied by $21.92, the closing price of a share of our common stock on November 7, 2014, the date of transfer to Mr. Baumann.

~~Option Re-Pricing~~

(1) Reflects delivery of shares from Transaction Restricted Stock Units that vested on October 4, 2015 and were distributed on November 9, 2015. These RSUs were previously reported in the Summary Compensation Tables in the year they were granted if that executive's compensation was required to be disclosed in a previous year.
(2) Reflects delivery of 42,000 shares from Career Restricted Stock Units that vested on July 16, 2015. These RSUs were previously reported in the Summary Compensation Table in the year they were granted.

Equity Award Modifications and Re-Pricings

We have not engaged in any ~~option re-pricings or other~~ modifications to, ~~any~~or re-pricings of, ~~our~~any outstanding equity awards during fiscal year ~~2014.~~

~~Pension Benefits~~

~~The following table describes pension benefits to our participating named executive officers:~~

Executive
Plan Name Years of
Credited
Service Present Value of
Accumulated
Benefit Payments
During Last
Fiscal Year
James A. Wilhelm
Deferred Compensation Agreement (1 ) $ 983,833 —

2015.

~~(1)~~: The benefit provided under Mr. Wilhelm's SERP is not based on a credited service calculation or vesting but rather is a fixed benefit payable at age 65 subject to certain restrictions as described in the Compensation Discussion and Analysis under the section titled "Retirement Benefits and Deferred Compensation Opportunities." See "Payments to Mr. Wilhelm" below.

~~Table of Contents~~

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

Our named executive officers participated in a Deferred Compensation Plan that provided each with the opportunity to defer an amount which, when combined with his 401(k) plan deferral, will equal the maximum allowable deferral pursuant to the IRS section 415 limits. The following table sets forth the nonqualified deferred compensation of our named executive officers that received such compensation for the fiscal year ending December 31, ~~2014.~~

Name
Executive
Contributions in
2014 ($)(1) Registrant
Contributions in
2014 ($)(2) Aggregate
Earnings in
2014 ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at
12/31/14 ($)
(a)
(b)
(c)
(d)
(e)
(f)

James A. Wilhelm
97,042 7,150 3,492 — 534,479
G Marc Baumann
14,014 7,150 1,425 — 100,589
Vance C. Johnston
— — — — —
Hector O. Chevalier
19,403 7,150 561 — 26,246
William H. Bodenhamer
97,800 7,150 5,172 — 241,259

2015.

~~(1)~~



Name	Executive Contributions in 2015 ($)(1)	Registrant Contributions in 2015 ($)(2)	Aggregate Earnings (loss) in 2015 ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at 12/31/15 ($)(4)
(a)	(b)	(c)	(d)	(e)	(f)
G Marc Baumann	14,652	7,300	36	—	123,851
Vance C. Johnston	21,801	7,055	(464)	—	28,393
William H. Bodenhamer, Jr.	97,800	7,300	(589)	—	347,532
Thomas L. Hagerman	7,105	4,019	(57)	—	41,174
Steven A. Warshauer	31,569	7,300	(839)	—	166,801


(1)	The amounts included in column (b) are included as Salary in column (c) of the Summary Compensation Table.


(2)	The amounts included in column (c) are included as All Other Compensation in column (i) of the Summary Compensation Table.


(3)	None of the amounts reported in column (d) are reported in the Summary Compensation Table.


(4)	Amounts reported in column (f) for each named executive officer include amounts previously reported in the Summary Compensation Table in previous years when earned if that executive's compensation was required to be disclosed in a previous year.

Employment Agreements

Mr. Baumann

We entered into an Amended and Restated Executive Employment Agreement with Mr. Baumann dated November 19, 2014, effective as of January 1, 2015. Pursuant to the terms of this employment agreement, we have agreed to pay the premiums on certain insurance policies owned by Mr. Baumann until he reaches the age of 65 that will provide an annual cash benefit of $150,000 payable to him for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the ~~Summary~~annual premium is $105,901.

Mr. Baumann's annual salary is governed by his employment agreement. His annual salary as of December 31, 2015 is $700,000, subject to annual cost of living adjustments. Mr. Baumann is also entitled to participate in our Management Incentive Compensation ~~Table.~~

~~(2)~~

Program and our Performance Share Program, which are described under "Compensation Disclosure and Analysis-Compensation Program Components", above. The ~~amounts included~~agreement also provides for reimbursement of travel and other expenses in ~~column (c) are included~~connection with his employment.

Mr. Baumann's employment agreement also provides that he may not disclose or use any confidential information of our company during or after the term of his employment agreement. During his employment with the company and for a period of 24 months following his termination of employment for any reason, he is precluded from engaging or assisting in any business that is in competition with the company and from soliciting any company client, customer, business referral source, officer, employee or representative.

As of April 1, 2016, Mr. Baumann's employment agreement terminates on January 1, 2018.

Messrs. Johnston, Bodenhamer, Hagerman and Warshauer

We also have employment agreements with each of our other named executive officers. Each executive's compensation is governed largely by his respective employment agreement, subject to annual review. The annual salary for each as ~~All Other Compensation in column (i)~~of December 31, 2015 is as follows: Mr. Johnston—$400,000, Mr. Bodenhamer—$476,939 Mr. Hagerman—$467,370 and Mr. Warshauer—$482,690.

The employment agreements for each of these named executive officers also provide that they may not disclose or use any confidential information of our company during or after the term of the ~~Summary~~employment agreement. During their employment with the company and for a period of 24 months following their termination of employment for any reason, each of these employees is precluded from engaging or assisting in any business that is in competition with the company and from soliciting any company client, customer, business referral source, officer, employee or representative.

Each of the named executive officers is entitled to participate in our Management Incentive Compensation ~~Table.~~Program and our Performance Share Program, which are described under "Compensation Disclosure and Analysis—Compensation Program Components", above. The agreements also provide for reimbursement of travel and other expenses in connection with their employment.

As of April 1, 2016, the employment agreements terminate on the following dates, subject to the expiration of the annual renewal notice period: Mr. Johnston—March 3, 2017, Mr. Bodenhamer—October 2, 2016, Mr. Hagerman—December 31, 2016 and Mr. Warshauer—December 31, 2016.

Payments and Potential Payments on Termination or Change in Control

Payments to Mr. ~~Wilhelm~~

Baumann

Our employment agreement with Mr. ~~Wilhelm resigned voluntarily without "good reason" (as defined in~~Baumann is terminable by us for cause. If his employment ~~agreement) effective as~~is terminated by reason of ~~December 31, 2014, as determined~~his death, we are obligated to pay his estate an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of death. If Mr. Baumann’s employment is terminated by ~~the Compensation Committee, and therefore is entitled~~reason of disability, we are obligated to pay him or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect aton the date of termination, ~~$821,600, payable~~reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon Mr. Baumann’s termination of employment for cause or by reason of the executive’s voluntary resignation not for good reason, we must pay him the sum of $50,000 over a 12-month period.

If Mr. Baumann voluntarily resigns for “good reason” (as defined in ~~equal monthly installments over~~his employment agreement) or upon our termination of his employment for any reason other than cause, we must (i) pay him, for a period of 1824 months ~~beginning~~following termination, payments at the rate of his most recent annual base salary and annual target bonus, and (ii) provide him and/or his

family with certain other benefits. We will continue to pay the premiums on ~~July 1, 2015, on which date the first six months of payments will be made retroactively.~~

~~We own~~ certain ~~life~~ insurance policies ~~insuring~~owned by Mr. Baumann until the ~~life~~earlier of his death or his attainment of age 65.

Mr. ~~Wilhelm,~~Baumann is subject to non-competition and ~~he has various rights with respect to these policies. Because Mr. Wilhelm voluntarily resigned as~~non-solicitation agreements for 24 months following termination of December 31, 2014, he may elect either to have one hundred percent (100%) of our ownership interest in the life insurance policies assigned to him or to require us to maintain the policies, with the cost of such maintenance to be borne by us. As of March 1, 2015, Mr. Wilhelm has elected to require us to maintain the policies.

his employment.

~~Table of Contents~~

Post-Employment Payments—The following table describes certain potential payments and benefits ~~payable to~~upon termination for Mr. ~~Wilhelm, who voluntarily resigned as~~Baumann, currently our ~~Principal~~President and Chief Executive Officer, onas if his employment terminated as of December 31, ~~2014,~~2015, the last business day of the fiscal ~~year.~~year, when he was serving as our President and Chief Operating Officer.

Compensation Component
Voluntary
Resignation
Not
for Good
Reason ($)
Compensation

Base salary
821,600 (1)
Target cash incentive
—
Restricted Stock Units—Accelerated(2)
—
Benefits and Perquisites

Health Benefits
—
Insurance funding
—
Total(3)
821,600

~~(1)~~: ~~Payable as salary continuation over 18 months beginning on July 1, 2015, on which date the first six months of payments will be made retroactively.~~



Compensation Component	Voluntary Resignation Not for Good Reason ($)	Voluntary Resignation for Good Reason ($)	Termination by Company Not for Cause ($)	Termination by Company for Cause ($)	Termination by the Company Within 24 Months Following a Change in Control ($)
Compensation
Base salary	50,000(1)	1,400,000(2)	1,400,000(2)	50,000(1)	1,400,000(2)
Target cash incentive	—	800,000(2)	800,000(2)	—	800,000(2)
Restricted Stock Units—Accelerated	—	—	—	—	534,557
Benefits and Perquisites
Health Benefits	—	24,394(3)	24,394(3)	—	24,394(3)
Insurance funding	—	504,803(4)	504,803(4)	—	504,803(4)
Total	50,000	2,729,197	2,729,197	50,000	3,263,754

~~(2)~~

~~Does not include 14,374 restricted stock units that vested on December 31, 2014, but which will not be transferred to Mr. Wilhelm until October 4, 2015.~~

~~(3)~~

Does not include payments to be made pursuant to Mr. Wilhelm's SERP, annual insurance premiums on certain life insurance policies our company currently owns insuring Mr. Wilhelm's life, or health insurance coverage for Mr. Wilhelm and his wife, all of which are currently being paid. See "Compensation Discussion & Analysis—Compensation Program Components—Retirement Benefits and Deferred Compensation Opportunities."

(1) Payable as salary continuation for 12 months, subject to compliance with covenants not to solicit or compete for 24 months.
(2) Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months.
(3) Estimated cost of health insurance coverage continuation for 18 months computed at current premium.
(4) Estimated cost of certain life insurance policy payments computed based on 2015 premiums.

Potential Payments to Other Named Executive Officers

Each of our employment agreements with Messrs. ~~Baumann,~~ Johnston, ~~Chevalier~~Bodenhamer, Hagerman and ~~Bodenhamer~~Warshauer is terminable by us for cause. If their employment is terminated by reason of their death, we are obligated to pay their respective estates an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of death. If the employment of Messrs. ~~Baumann,~~ Johnston, ~~Chevalier~~Bodenhamer, Hagerman or ~~Bodenhamer~~Warshauer is terminated by reason of disability, we are obligated to pay the ~~name~~named executive officer or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon termination of the employment of Messrs. ~~Baumann,~~ Johnston, ~~Chevalier~~Bodenhamer, Hagerman or ~~Bodenhamer~~Warshauer for cause or by reason of the ~~executive's~~executive’s voluntary resignation not for good reason, we must pay the executive the sum of $50,000 over a 12-month period.

If Messrs. ~~Baumann,~~ Johnston, ~~Chevalier or~~ Bodenhamer, Hagerman and Warshauer voluntarily resigns for ~~"good reason"~~“good reason” (as defined in the respective employment agreement) or upon our termination of their employment for any reason other than cause, we must (i) pay the executive, for a period of 24 months following termination, payments at the rate of the ~~executive's~~executive’s most recent annual base salary and annual target bonus, and (ii) provide the executive and/or his family with certain other benefits. ~~With respect to Mr. Baumann, we will continue to pay the premiums on certain insurance policies he owns until the earlier of his death or his attainment of age 65.~~

Messrs. ~~Baumann,~~ Johnston, ~~Chevalier~~Bodenhamer, Hagerman and ~~Bodenhamer~~Warshauer are subject to non-competition and non-solicitation agreements for 24 months following termination of their employment.

~~Table of Contents~~

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Baumann, currently our President and Chief Executive Officer, as if his employment terminated as of December 31, 2014, the last business day of the fiscal year, when he was serving as our President and Chief Operating Officer.

Compensation Component
Voluntary
Resignation
Not for
Good
Reason
($) Voluntary
Resignation
for Good
Reason
($) Termination
by
Company
Not for
Cause
($) Termination
by
Company
for Cause
($) Termination
by the
Company
Within
24 Months
Following a
Change in
Control
($)
Compensation

Base salary
50,000 (1) 1,129,700 (2) 1,129,700 (2) 50,000 (1) 1,129,700 (2)
Target cash incentive
— 500,000 (2) 500,000 (2) — 500,000 (2)
Restricted Stock Units—Accelerated
— — — — 1,351,369
Benefits and Perquisites

Health Benefits
— 25,872 (3) 25,872 (3) — 25,872 (3)
Insurance funding
— 610,704 (4) 610,704 (4) — 610,704 (4)
Total
50,000 2,266,276 2,266,276 50,000 3,617,645

~~(1)~~: ~~Payable as salary continuation for 12 months, subject to compliance with covenants not to solicit or compete for 24 months.~~
~~(2)~~: ~~Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months.~~
~~(3)~~: ~~Estimated cost of health insurance coverage continuation until October 1, 2016 computed at current premium.~~
~~(4)~~: ~~Estimated cost of certain life insurance policy payments computed based on 2014 premiums.~~

~~Post-Employment Payments~~—The following table describes certain potential payments and benefits upon termination for Mr. Johnston, an Executive Vice President, as if his employment terminated as of December 31, ~~2014,~~2015, the last business day of the fiscal year.

Compensation Component
Voluntary
Resignation
Not for
Good
Reason
($) Voluntary
Resignation
for Good
Reason
($) Termination
by
Company
Not for
Cause
($) Termination
by
Company
for Cause
($) Termination
by the
Company
Within
24 Months
Following a
Change in
Control
($)
Compensation

Base salary
50,000 (1) 800,000 (2) 800,000 (2) 50,000 (1) 800,000 (2)
Target cash incentive
— 400,000 (2) 400,000 (2) — 400,000 (2)
Restricted Stock Units—Accelerated
— — — — 336,341
Benefits and Perquisites

Health Benefits
— 22,176 (3) 22,176 (3) — 22,176 (3)
Total
50,000 (1) 1,222,176 1,222,176 50,000 1,558,517

~~(1)~~: ~~Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.~~



Compensation Component	Voluntary Resignation Not for Good Reason ($)	Voluntary Resignation for Good Reason ($)	Termination by Company Not for Cause ($)	Termination by Company for Cause ($)	Termination by the Company Within 24 Months Following a Change in Control ($)
Compensation
Base salary	50,000(1)	800,000(2)	800,000(2)	50,000(1)	800,000(2)
Target cash incentive	—	400,000(2)	400,000(2)	—	400,000(2)
Restricted Stock Units—Accelerated	—	—	—	—	467,172
Benefits and Perquisites
Health Benefits	—	24,394(3)	24,394(3)	—	24,394(3)
Total	50,000	1,224,394	1,224,394	50,000	1,691,566

(1) Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.
(2) Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.
(3) Estimated cost of health insurance coverage continuation for 18 months computed at current premium.

~~Table of Contents~~

~~(2)~~: ~~Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.~~
~~(3)~~: ~~Estimated cost of health insurance coverage continuation for 18 months computed at current premium.~~

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Chevalier, an Executive Vice President, as if his employment terminated as of December 31, 2014, the last business day of the fiscal year.

Compensation Component
Voluntary
Resignation
Not for
Good
Reason
($) Voluntary
Resignation
for Good
Reason
($) Termination
by
Company
Not for
Cause
($) Termination
by
Company
for Cause
($) Termination
by the
Company
Within
24 Months
Following a
Change in
Control
($)
Compensation

Base salary
50,000 (1) 746,506 (2) 746,506 (2) 50,000 (1) 746,506 (2)
Target cash incentive
— 300,000 (2) 300,000 (2) — 300,000 (2)
Restricted Stock Units—Accelerated
— — — — 556,977
Benefits and Perquisites

Health Benefits
— 7,392 (3) 7,392 (3) — 7,392 (3)
Total
50,000 (1) 1,053,898 1,053,898 50,000 1,610,875

~~(1)~~: ~~Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.~~
~~(2)~~: ~~Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.~~
~~(3)~~: ~~Estimated cost of health insurance coverage continuation for six months computed at current premium.~~

~~Table of Contents~~

~~Post-Employment Payments~~—The following table describes certain potential payments and benefits upon termination for Mr. Bodenhamer, an Executive Vice President, as if his employment terminated as of December 31, ~~2014,~~2015, the last business day of the fiscal year.

Compensation Component
Voluntary
Resignation
Not for
Good
Reason
($) Voluntary
Resignation
for Good
Reason
($) Termination
by
Company
Not for
Cause
($) Termination
by
Company
for Cause
($) Termination
by the
Company
Within
24 Months
Following a
Change in
Control
($)
Compensation

Base salary
50,000 (1) 953,878 (2) 953,878 (2) 50,000 (1) 953,878 (2)
Target cash incentive
— 400,000 (2) 400,000 (2) — 400,000 (2)
Restricted Stock Units—Accelerated
— — — — 804,938
Benefits and Perquisites

Health Benefits
— 4,282 (3) 4,282 (3) — 4,282 (3)
Total
50,000 1,358,160 1,358,160 50,000 2,163,098

~~(1)~~: ~~Payable as salary continuation over 12 months, subject to compliance with covenant not to solicit.~~
~~(2)~~: ~~Payable as salary continuation over 24 months, subject to compliance with covenant not to solicit.~~
~~(3)~~: ~~Estimated cost of health insurance coverage continuation through September 30, 2015 computed at current premium.~~



Compensation Component	Voluntary Resignation Not for Good Reason ($)	Voluntary Resignation for Good Reason ($)	Termination by Company Not for Cause ($)	Termination by Company for Cause ($)	Termination by the Company Within 24 Months Following a Change in Control ($)
Compensation
Base salary	50,000(1)	953,878(2)	953,878(2)	50,000(1)	953,878(2)
Target cash incentive	—	400,000(2)	400,000(2)	—	400,000(2)
Restricted Stock Units—Accelerated	—	—	—	—	191,655
Benefits and Perquisites
Health Benefits	—	4,340(3)	4,340(3)	—	4,340(3)
Total	50,000	1,358,218	1,358,218	50,000	1,549,873

(1) Payable as salary continuation over 12 months, subject to compliance with covenant not to solicit.
(2) Payable as salary continuation over 24 months, subject to compliance with covenant not to solicit.
(3) Estimated cost of health insurance coverage continuation through October 02, 2016 computed at current premium.

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Hagerman, an Executive Vice President, as if his employment terminated as of December 31, 2015, the last business day of the fiscal year.



Compensation Component	Voluntary Resignation Not for Good Reason ($)	Voluntary Resignation for Good Reason ($)	Termination by Company Not for Cause ($)	Termination by Company for Cause ($)	Termination by the Company Within 24 Months Following a Change in Control ($)
Compensation
Base salary	50,000(1)	934740(2)	934740(2)	50,000(1)	934740(2)
Target cash incentive	—	300,000(2)	300,000(2)	—	300,000(2)
Restricted Stock Units—Accelerated	—	—	—	—	1195455
Benefits and Perquisites
Health Benefits	—	16,439(3)	16,439(3)	—	16,439(3)
Total	50,000	1,251,178	1,251,178	50,000	1,245,455


(1)	Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.


(3)	Estimated cost of health insurance coverage continuation through December 31, 2016 computed at current premium.

Post-Employment Payments

~~Table~~—The following table describes certain potential payments and benefits upon termination for Mr. Warshauer, an Executive Vice President, as if his employment terminated as of ~~Contents~~December 31, 2015, the last business day of the fiscal year.



Compensation Component	Voluntary Resignation Not for Good Reason ($)	Voluntary Resignation for Good Reason ($)	Termination by Company Not for Cause ($)	Termination by Company for Cause ($)	Termination by the Company Within 24 Months Following a Change in Control ($)
Compensation
Base salary	50,000(1)	965,380(2)	965,380(2)	50,000(1)	965,380(2)
Target cash incentive	—	300,000(2)	300,000(2)	—	300,000(2)
Restricted Stock Units—Accelerated	—	—	—	—	191655
Benefits and Perquisites
Health Benefits	—	11,892(3)	11,892(3)	—	11,892(3)
Total	50,000	1,277,272	1,277,272	50,000	1,468,927


(1)	Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.


(3)	Estimated cost of health insurance coverage continuation through December 31, 2016 computed at current premium.

DIRECTOR COMPENSATION

The following table sets forth the compensation earned for services rendered to us for the fiscal year ending December 31, ~~2014~~2015 by our non-executive directors.

Director Compensation Disclosure Table

Name
Fees Earned or
Paid in Cash ($) Stock Awards
($)(1) Option Awards
($)(1)(2) All Other
Compensation ($) Total ($)
Charles L. Biggs
83,250 65,000 — — 148,250
Karen M. Garrison
89,875 65,000 — — 154,875
Paul Halpern
60,000 65,000 — — 125,000
Robert S. Roath
91,875 — 80,000 — 191,875
Jonathan P. Ward
58,125 65,000 — — 123,125
Myron C. Warshauer
52,500 — 65,000 — 117,500
Gordon H. Woodward
56,250 65,000 — — 112,500

~~(1)~~: ~~Represents the aggregate grant date fair value computed in accordance with accounting rules. These awards are accrued but not issued.~~



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Charles L. Biggs(3)	23,125	—	—	—	23,125
Karen M. Garrison	102,917	85,000	—	—	187,917
Paul Halpern	70,000	85,000	—	—	155,000
Robert S. Roath	112,500	85,000	—	—	197,500
Wyman T. Roberts(4)	46,688	85,000	—	—	131,688
Douglas R. Waggoner(4)	44,958	85,000	—	—	129,958
Jonathan P. Ward	67,500	85,000	—	—	152,500
Myron C. Warshauer(3)	18,500	—	—	—	18,500
James A. Wilhelm	91,250	—	134,246	—	225,496
Gordon H. Woodward	65,000	85,000	—	—	150,000

~~(2)~~

~~Each share~~


(1)	Represents the aggregate grant date fair value computed in accordance with accounting rules. These awards are accrued but not issued.


(2)	Comprised of 5,617 shares of phantom stock, each of which is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person upon a qualifying distribution event.


(3)	Term as director ended on April 21, 2015.


(4)	Term as director began on April 21, 2015.

Non-Employee Directors’ Fees Earned or Paid in Cash

2015 directors’ fees paid in cash ~~or common stock, at the election~~as stated below are paid only to directors who are not employees of ~~the reporting person upon a qualifying distribution event.~~our company.

During 2014 all of the directors, except Mr. Wilhelm, received an annual retainer. For the quarter ended March 31, 2014, the annual retainers were $30,000 and $50,000 for the directors and the Chairman of the Board, respectively. Beginning on April 1, 2014, the annual retainers were $60,000 and $80,000 for the directors and the Chairman of the Board, respectively.



Fee Category	Annual Rate($)
Annual Retainer	60,000
Chairman of the Board Service	20,000
Lead Director Service	25,000
Audit Committee Membership	10,000
Audit Committee Chair	20,000
Compensation Committee Membership	7,500
Compensation Committee Chair	12,500
Nominating and Corporate Governance Committee Membership	5,000
Nominating and Corporate Governance Committee Chair	10,000

Non-Employee Directors received pro rata portions of the annual retainers in cash. Accordingly, all of the directors, except Mr. Wilhelm, earned $52,500 and the Chairman of the Board earned $72,500 for 2014 Board services, payable in cash.

Stock Grant

Messrs. ~~Biggs,~~ Halpern, Roath, Roberts, Waggoner, Ward, and Woodward and Ms. Garrison each received a fully vested stock grant of ~~2,565~~3,820 shares of common stock on April ~~22, 2014~~21, 2015 for their service as directors. Mr. ~~Warshauer~~Wilhelm received a grant of ~~2,565~~5,617 shares of phantom stock on April ~~22, 2014 for his service as a director. Mr. Roath received a grant of 3,946 shares of phantom stock on April 22, 2014~~21, 2015 for his service as a director and Chairman of the Board.

All of the directors, except Mr. Wilhelm, received $2,500 for each Board or committee meeting that he or she attended in the first quarter of 2014. Committee chairs were also paid the pro-rated portion of an additional sum: Audit Committee Chair—$20,000, Compensation Committee Chair—$10,000 and Nominating & Corporate Governance Committee Chair—$10,000.

Beginning on April 1, 2014, we implemented a pro-rated flat fee program for committee membership: $10,000 for Audit Committee membership, $7,500 for Compensation Committee membership and $5,000 for Nominating & Corporate Governance Committee membership. Pro rated additional fees were paid to the Chairs of these committees: Audit Committee Chair—$20,000, Compensation Committee Chair—$12,500 and Nominating & Corporate Governance Committee Chair—$10,000.

~~Table of Contents~~

EQUITY COMPENSATION PLAN INFORMATION

This table provides information about our common stock subject to equity compensation plans as of December 31, ~~2014:~~

2015:

Equity Compensation Plan Information Table


Plan Category	Number of Securities to be Based Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)			Number of Securities to be Based Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securities holders		651,918	$	0.06		500,202	Equity compensation plans approved by securities holders	575,567	__	370,420
Equity compensation plans not approved by securities holders		—		—		—	Equity compensation plans not approved by securities holders	—	—	—

Total		651,918	$	0.06		500,202	Total	575,567	__	370,420

If any stock award expires or otherwise terminates, in whole or in part, without having been exercised in full (or vested in the case of restricted stock), the stock not acquired under such stock award reverts to and again becomes available for issuance under the Plan. If any common stock acquired pursuant to the exercise of an option for any reason is repurchased by us under an unvested share repurchase option provided under the Plan, the stock repurchased by us under such repurchase option will revert to and again become available for issuance under the Plan. The foregoing notwithstanding, ~~subject to the adoption of the Plan Amendment,~~ common stock that is withheld from an award to pay the exercise price with respect to such award or to pay a ~~participant's~~participant’s tax obligations with respect to an award shall not again be available for issuance under the Plan.

TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS

~~The following is a summary of~~

There were no transactions during ~~2014, or~~2015, nor are there any currently proposed transactions, between our company and our executive officers, directors, nominees, principal stockholders and other related persons involving amounts in excess of $120,000. ~~The Audit Committee has approved each of the transactions with a related person described below.~~

Myron C. Warshauer, one of our directors who is not standing for re-election, was our Chief Executive Officer until October 15, 2001, when his employment period terminated under our employment agreement with him dated as of March 30, 1998. This agreement, which was amended on July 7, 2003 and May 10, 2004, required us to pay Mr. Warshauer various post-employment benefits. In 2014 Mr. Warshauer received payments of $473,590, which included payments for health and dental insurance, office space and secretarial coverage. This agreement also restricted Mr. Warshauer from competing with us.

In addition, we entered into a consulting agreement with Shoreline Enterprises, LLC, which is solely owned by Myron C. Warshauer, dated October 16, 2001, as amended on May 10, 2004. Pursuant to this agreement, Mr. Warshauer provided consulting services under the title of Vice Chairman (Emeritus), which title and role was not that of an officer, director, employee or agent of our company. We paid Shoreline $178,219 in 2014 under this arrangement.

~~Both of these agreements terminated on December 5, 2014.~~

~~Table of Contents~~

SECURITY OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock as of March ~~2, 2015,~~1, 2016, by:

•

each of the executive officers named in the ~~"Summary~~“Summary Compensation ~~Table"~~Table” above;

•

each of our directors and nominees for director; and

•

all current directors and executive officers as a group.

Beneficial ownership is determined in accordance with ~~the rules of the Securities and Exchange Commission.~~SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March ~~2, 2015,~~1, 2016, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of ~~each~~any other stockholder.

Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. This table also includes shares owned by a spouse as community property.

Percentage beneficially owned is based on ~~22,127,725~~22,328,578 shares of common stock outstanding on March ~~2, 2015,~~1, 2016, and is calculated in accordance with ~~the rules of the Securities and Exchange Commission.~~SEC rules. Unless otherwise indicated, the address of each of the individuals named below is: c/o SP Plus Corporation, 200 EE. Randolph Street, Suite 7700, Chicago Illinois 60601-7702.

Beneficial Ownership
Name of Beneficial Owner
Number
of Shares
Beneficially
Owned Shares Issuable
Pursuant
to Options
Exercisable Within
60 days of March 2,
2015 Percent
Beneficially
Owned (%)
— *
G Marc Baumann
54,343 (1) — *
William H. Bodenhamer
28,029 (2) — *
Hector O. Chevalier
18,201 (3) — *
Vance C. Johnston
7,518 (4) — *
Charles L. Biggs
45,817 — *
Karen M. Garrison
42,567 — *
Paul Halpern
5,161 (5) — *
Robert S. Roath
96,134 (6) — *
Wyman T. Roberts
— — *
Douglas R. Waggoner
— — *
Jonathan P. Ward
5,161 — *
Myron C. Warshauer
13,846 (7) — *
James A. Wilhelm
102,848 (8) — *
Gordon H. Woodward
5,161 (9) — *
All directors and executive officers as a group (19 persons)
710,374 (10) — 3.3

*: ~~Less than 1% of the outstanding shares of common stock.~~




	Beneficial Ownership
Name	Current Shares Beneficially Owned(1)	Rights to Acquire Beneficial Ownership of Shares(2)	Percent of Shares Beneficially Owned (%)
G Marc Baumann	32,400(3)	—	*
Vance C. Johnston	7,518(4)	—	*
William H. Bodenhamer, Jr.	15,726	—	*
Thomas L. Hagerman	47,885(5)	—	*
Steven A. Warshauer	25,121	—	*
Karen M. Garrison	46,387	—	*
Paul Halpern	8,981(6)	—	*
Robert S. Roath	99,954	—(7)	*
Wyman T. Roberts	3,820	—	*
Douglas R. Waggoner	3,820	—	*
Jonathan P. Ward	8,981	—	*
James A. Wilhelm	46,848	—(8)	*
Gordon H. Woodward	8,981(9)	—	*
All current directors and executive officers as a group (17 persons)	508,573(10)	—	2.3

~~Table of Contents~~

~~(1)~~

~~Includes 47,749 restricted stock units. Does not include the target of 5,813 unearned and unvested performance shares that are not deemed to be "beneficially owned" under SEC rules.~~

~~(2)~~

~~Comprised of 28,029 restricted stock units. Does not include the target of 3,875 unearned and unvested performance shares that are not deemed to be "beneficially owned" under SEC rules.~~

~~(3)~~

~~Comprised of 18,201 restricted stock units. Does not include the target of 3,875 unearned and unvested performance shares that are not deemed to be "beneficially owned" under SEC rules.~~

~~(4)~~

~~Comprised of 7,518 restricted stock units. Does not include the target of 5,813 unearned and unvested performance shares that are not deemed to be "beneficially owned" under SEC rules.~~

~~(5)~~


*	Less than 1% of the outstanding shares of common stock.


(1)	Except as otherwise noted and for shares held by a spouse and other members of the person’s immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated number of shares. Shares represented by restricted stock units cannot be voted at the Annual Meeting.


(2)	This column includes any shares that the person could acquire pursuant to our Long-Term Incentive Plan within 60 days of March 1, 2016.


(3)	Held jointly with Mr. Baumann's wife.


(4)	Comprised of 7,518 restricted stock units that vest on March 25, 2019.


(5)	Includes 42,000 restricted stock units that vest on January 16, 2016, and 160 shares of common stock held by Mr. Hagerman’s wife. Mr. Hagerman disclaims beneficial ownership of the shares held by his wife.

(6)

Pursuant to an agreement, Mr. Halpern intends to transfer his pecuniary interest in these shares to Versa Capital Management, L.P.~~, but has retained all voting and dispositive power with respect to such shares. Mr. Halpern disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.~~

~~(6)~~

Does not include 8,021 shares of phantom stock, each of which is the economic equivalent of one share of common stock. The shares of phantom stock become payable, at the election of Mr. Roath, upon a qualifying distribution event.

~~(7)~~

Does not include 2,565 shares of phantom stock, each of which is the economic equivalent of one share of common stock. The shares of phantom stock become payable, at the election of Mr. Warshauer, upon a qualifying distribution event.

~~(8)~~

Includes 14,374 restricted stock units that vested on December 31, 2014 but will not be transferred to Mr. Wilhelm until October 4, 2015, or when any blackout period in effect on that date is lifted.

~~(9)~~

~~Pursuant to the terms of an Assignment and Transfer Agreement entered into on January 1, 2014, Mr. Woodward transferred his pecuniary interest in these shares to Kohlberg & Co., L.L.C.~~, but has retained all voting and dispositive power with respect to such shares. Mr. Halpern disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.


(7)	Does not include 8,021 shares of phantom stock, each of which is the economic equivalent of one share of common stock. The shares of phantom stock become payable, at the election of Mr. Roath, upon a qualifying distribution event.


(8)	Does not include 5,617 shares of phantom stock, each of which is the economic equivalent of one share of common stock. The shares of phantom stock become payable, at the election of Mr. Wilhelm, upon a qualifying distribution event.


(9)	Pursuant to the terms of an Assignment and Transfer Agreement entered into on January 1, 2014, Mr. Woodward transferred his pecuniary interest in these shares to Kohlberg & Co., L.L.C., but has retained all voting and

dispositive power with respect to such shares. Mr. Woodward disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

~~(10)~~

Includes 331,114 restricted stock units issued to directors and executive officers as a group. Does not include the target of 46,501 unearned and unvested performance shares granted to directors and executive officers as a group that are not deemed to be "beneficially owned" under SEC rules.

(10) Includes 190,214 restricted stock units issued to executive officers as a group.

Change in Control

We are unaware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of our company.

~~Table of Contents~~

Beneficial Ownership of More than Five Percent of Common Stock

The following table sets forth information regarding the beneficial ownership of our common stock as of ~~February 18, 2015,~~March 1, 2016, by each person (or group of affiliated persons) who is known by us to own beneficially 5% or more of our common stock.

Name of Beneficial Owner
Number of
Shares
Beneficially
Owned Percent
Beneficially
Owned
(%)*
2929 CPC Holdco, LLC
1,341,251 (1) 6.1
2929 Arch Street, Suite 1650

Philadelphia, PA 19104

Janus Capital Management LLC

1,280,521
(2)
5.8
151 Detroit Street

Denver, Colorado 80206

Kohlberg CPC Rep, L.L.C.

3,613,167
(3)
16.3
111 Radio Circle

Mount Kisco, NY 10549

River Road Asset Management, LLC

1,472,933
(4)
6.7
462 S. 4th St., Ste 1600

Louisville, KY 40202

TimesSquare Capital Management, LLC

1,315,086
(5)
5.9
7 Times Square, 42^nd Floor

New York, NY 10036

Wellington Management Company LLP

2,396,991
(6)
10.8
280 Congress Street

Boston, MA 02210

*: ~~Percentages based on 22,127,725 shares of common stock outstanding on March 2, 2015.~~



Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent Beneficially Owned (%)*
2929 CPC Holdco, LLC	1,341,251(1)	6.0
2929 Arch Street, Suite 1650
Philadelphia, PA 19104

Janus Capital Management LLC	1,245,064(2)	5.6
151 Detroit Street
Denver, Colorado 80206

Kohlberg CPC Rep, L.L.C.	3,613,167(3)	16.2
111 Radio Circle
Mount Kisco, NY 10549

River Road Asset Management, LLC	1,501,129(4)	6.7
462 S. 4th St., Ste 1600
Louisville, KY 40202

T. Rowe Price Associates, Inc.	1,995,380(5)	8.9
100 E. Pratt Street
Baltimore, MD 21202

Wellington Management Company LLP	2,542,240(6)	11.4
280 Congress Street
Boston, MA 02210

~~(1)~~

Based solely on information obtained from a Schedule 13D filed by 2929 CPC Holdco, LLC with the SEC on or about October 12, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in 2929 CPC Holdco, LLC's Schedule 13D.

~~(2)~~


*	Percentages based on 22,328,578 shares of common stock outstanding on March 1, 2016.


(1)	Based solely on information obtained from a Schedule 13D filed by 2929 CPC Holdco, LLC with the SEC on or about October 12, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in 2929 CPC Holdco, LLC’s Schedule 13D.


(2)	Janus Capital Management LLC has a direct 96.8% ownership stake in INTECH Investment Management (“INTECH”) and a direct 100% ownership stake in Perkins Investment

Management LLC ~~has a direct 96.8% ownership stake in INTECH Investment Management ("INTECH") and a direct 100% ownership stake in Perkins Investment Management LLC ("Perkins"~~(“Perkins”). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of their Schedule 13G/A filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively, ~~"Managed Portfolios"~~“Managed Portfolios”).

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner of ~~1,280,521~~1,245,064 shares or ~~5.8%~~5.6% of the shares outstanding of SP Plus common stock held by such Managed Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the

~~Table of Contents~~

proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

Based solely on information obtained from a Schedule 13G/A filed by Janus Capital Management LLC and Janus Venture Fund with the SEC on or about February ~~18, 2015.~~16, 2016. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G/A of Janus Capital Management LLC and Janus Venture Fund.

~~(3)~~: Based solely on information obtained from a Schedule 13D filed by Kohlberg CPC Rep, L.L.C. with the SEC on or about October 12, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Kohlberg CPC Rep, L.L.C.'s


(3)	Based solely on information obtained from a Schedule 13D filed by Kohlberg CPC Rep, L.L.C. with the SEC on or about October 12, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Kohlberg CPC Rep, L.L.C.’s Schedule 13D.


(4)	Based solely on information obtained from a Schedule 13G/A filed by River Road Asset Management, LLC on or about February 12, 2016. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in River Road Asset Management, LLC’s Schedule 13G/A.


(5)	Based solely on information obtained from a Schedule 13G filed by T. Rowe Price Associates, Inc. on or about February 12, 2016. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in T. Rowe Price Associates, Inc.’s Schedule 13G.


(6)	Based solely on information obtained from a Schedule 13G/A filed by Wellington Management Company LLP with the SEC on or about February 11, 2016. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Wellington Management Company LLP’s Schedule 13G/A.

~~(4)~~

Based solely on information obtained from a Schedule 13G filed by River Road Asset Management, LLC on or about February 12, 2015. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in River Road Asset Management, LLC's Schedule 13G.

~~(5)~~

Based solely on information obtained from a Schedule 13G filed by TimesSquare Capital Management, LLC on or about February 11, 2015. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in TimesSquare Capital Management, LLC's Schedule 13G.

~~(6)~~

Based solely on information obtained from a Schedule 13G/A filed by Wellington Management Company LLP with the SEC on or about February 12, 2015. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Wellington Management Company LLP's Schedule 13G/A.

PROPOSAL NO. 2—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE

OFFICERS

As noted in the preceding extensive and comprehensive discussion, executive compensation is an important matter both to us and, we believe, to our stockholders. Also, beginning in 2011, under legislation that Congress enacted, our stockholders may approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in accordance with the executive compensation disclosure rules of the SEC. At our ~~2014~~2015 annual meeting of stockholders, the affirmative vote of the holders of approximately ~~85.5%~~94.7% of the shares represented in person or by proxy and entitled to vote approved, by non-binding vote, the ~~2013~~2014 executive compensation of our named executive officers. In ~~2015~~2016 we are again seeking input from stockholders with this advisory vote on the 2015 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement in accordance with the executive compensation disclosure rules of the SEC.

The Compensation Committee has overseen the development and implementation of our executive compensation programs. We have designed our compensation programs to directly link a significant portion of the compensation of our named executive officers to defined performance standards that promote balance between the drive for near-term growth and long-term increase in stockholder value. The Compensation Committee also designed our compensation programs to attract, retain and motivate key executives who are essential to the implementation of our strategic growth and development strategy.

~~Table of Contents~~

The Compensation Committee bases its executive compensation decisions on our core compensation principles, including the following:

•

incentivizing our executives to perform with ~~stockholders'~~stockholders’ interests in mind;

•

assembling and maintaining a senior leadership team with the skills necessary to successfully execute our business strategy, maintain our competitiveness, and continue increasing the long-term market value of our company; and

•

balancing awards earned for short-term results with awards earned for strategic decisions that we expect to sustain our long-term performance.

We believe that our existing compensation programs have been effective at motivating our key executives, including our named executive officers, to achieve superior performance and results for our company, effectively aligning compensation with performance results, giving our executives an ownership interest in our company so their interests are aligned with our stockholders, and enabling us to attract and retain talented executives whose services are in key demand in our industry and market sectors. Our 2015 compensation programs ~~are~~were built on the same general and conservative principles that we have historically followed.

With our core compensation principles in mind, the Compensation Committee took compensation actions in ~~2014~~2015 including the following:

•

establishing the Performance Share Program under which future equity awards will be earned by achieving established three-year free cash flow targets, making this program the primary vehicle for new equity awards for existing executive officers; and

•

placing more emphasis on variable pay (annual incentive) with respect to growth in executive compensation opportunity.

Compensation actions like those described above evidence our philosophy of aligning executive compensation with our performance and increasing long-term stockholder value. We will continue to design and implement our executive compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

Our Board would like the support of our stockholders for the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement. This advisory vote on the compensation of our named executive officers allows our stockholders to express their opinions about our executive compensation programs. As we seek to align our executive compensation programs with our performance results and ~~stockholders'~~stockholders’ interests, we ask that our stockholders approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation

tables contained in this Proxy Statement. Accordingly, for the reasons we discuss above, our Board recommends that stockholders vote in favor of the following resolution:

"“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the 2015 proxy statement."”

Although this advisory vote on the compensation of our named executive officers is not binding on us, as provided by law, our Board or the Compensation Committee will review and consider the outcome of this advisory vote and, consistent with our record of stockholder engagement, will take it into account when making future compensation decisions for our named executive officers.

OUR BOARD RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL NO. 2,

THE ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION.

~~Table of Contents~~

PROPOSAL NO. 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At its meeting on ~~March 3,~~December 9, 2015, the Board approved the Audit ~~Committee recommended the appointment of~~Committee’s recommendation to appoint Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, ~~2015.~~2016. At the Annual Meeting, our stockholders will be asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2015.~~2016. You may cast your vote in favor of or against this proposal, or you may elect to abstain from voting your shares.

We expect that one or more representatives of Ernst & Young LLP will be present at the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any appropriate questions.

OUR BOARD RECOMMENDS THAT YOU VOTE ~~"FOR"~~“FOR” PROPOSAL NO. 3, THE RATIFICATION OF

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE ~~COMPANY'S~~COMPANY’S INDEPENDENT

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2015.~~

2016.

AUDIT COMMITTEE DISCLOSURE

General

~~General~~

The Audit Committee of our Board is primarily responsible for the oversight of the quality and integrity of our accounting and reporting practices and controls, and our financial statements and reports; compliance with legal and regulatory requirements; the assessment of our independent registered public accounting ~~firm's~~firm’s qualifications and independence; and the performance of our internal audit function and independent registered public accounting firm. A complete description of the Audit ~~Committee's~~Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page atwww.spplus.com.

Principal Accounting Fees and Services

The Audit Committee, with the approval of the stockholders, engaged Ernst & Young LLP to perform an annual audit of our financial statements for the fiscal year ended December 31, ~~2014.~~2015. The following table presents fees for professional services rendered by Ernst & Young LLP for the audit of our annual consolidated financial statements for the years ended December 31, ~~2014~~2015 and December 31, ~~2013,~~2014, the review of our interim consolidated financial statements for each quarter in the fiscal year ~~2014~~2015 and ~~2013~~2014 and for tax and all other services rendered by Ernst & Young LLP during these periods.

Type of Fee
2014 2013
Audit Fees(1)
$ 1,600,000 $ 2,009,000
Audit-Related Fees
— —
Tax Fees(2)
— 44,000
All Other Fees(3)
2,000 2,000

Total
$ 1,602,000 $ 2,055,000

~~(1)~~: Audit Fees include fees associated with the annual audit, including the audit of internal control, the reviews of our quarterly reports on Form 10-Q, audits of entities related to our consolidated financial statements and audit services provided in connection with other regulatory or statutory filings in which we have engaged Ernst & Young LLP.
~~(2)~~: ~~Tax Fees include fees associated with tax compliance including preparation, review and filing of tax returns and assistance with tax audits and appeals.~~
~~(3)~~: ~~All Other Fees include fees associated with products and services (on-line research tools) provided by Ernst & Young LLP.~~



Type of Fee	2015		2014
Audit Fees(1)	$	1,402,000		$1,600,000
Audit-Related Fees	—		—
Tax Fees(2)	—		—
All Other Fees(3)	2,000		2,000
Total	$	1,404,000		$1,602,000

~~Table of Contents~~

(1) Audit Fees include fees associated with the annual audit, including the audit of internal control, the reviews of our quarterly reports on Form 10-Q, audits of entities related to our consolidated financial statements and audit services provided in connection with other regulatory or statutory filings in which we have engaged Ernst & Young LLP.
(2) Tax Fees include fees associated with tax compliance including preparation, review and filing of tax returns and assistance with tax audits and appeals.
(3) All Other Fees include fees associated with products and services (on-line research tools) provided by Ernst & Young LLP.

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services ~~for~~of our Independent Registered Public Accounting Firm

Pursuant to our pre-approval policy and procedures, the Audit Committee was responsible for reviewing and approving, in advance, all audit services and permissible non-audit services or relationships between our company and our independent registered public accounting firm. The Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of our independent registered public accounting firm, and has established a policy concerning the pre-approval of services performed by our independent registered public accounting firm. Each proposed engagement not specifically identified by the ~~Securities and Exchange Commission~~SEC as impairing independence is evaluated for independence implications prior to entering into a contract with the independent registered public accounting firm for such services. The Audit Committee has approved in advance certain permitted services whose scope is consistent with maintaining registered public accounting firm independence.

We have been advised by Ernst & Young LLP that substantially all of the work done in conjunction with its ~~2014~~2015 audit of our financial statements for the most recently completed year was performed by permanent, full-time employees and partners of Ernst & Young LLP and affiliated entities. We have received confirmation and a letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young ~~LLP's~~LLP’s communication with the Audit Committee concerning independence, and discussed with Ernst & Young LLP its independence.

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to our audited financial statements for the year ended December 31, ~~2014.~~2015. The information contained in this report shall not be deemed ~~"soliciting material"~~“soliciting material” or otherwise considered ~~"filed"~~“filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that we specifically incorporate such information by reference in such filing.

In connection with the financial statements for the fiscal year ended December 31, ~~2014,~~2015, our Audit Committee has been focused on several topics, including:

(i) overseeing our Section 404 internal controls project, including a review and assessment of the scope, principles, plans, risk areas and budget for the project and direct discussions with our independent registered public accounting firm and our internal audit department;

(ii) reviewing and assessing our internal audit, controllership and finance functions;

(iii) reviewing our risk management efforts, including our insurance and our compliance ~~program~~and cyber-security programs and related investigations;

(iv) discussing with Ernst & Young LLP and management accounting topics, proposed rules of the Public Company Accounting Oversight Board, and a review of our critical accounting policies;

(v) monitoring the processes by which our Chief Executive Officer, Chief Financial Officer and Corporate Controller certify the information contained in our quarterly and annual filings;

(vi) reviewing and approving our policy regarding the retention of an independent registered public accounting firm and considering and approving such retentions as appropriate;

(vii) reviewing our approach toward establishing reserves;

~~Table of Contents~~

(viii) reviewing and discussing with management each of our quarterly financial statements and our audited financial statements for ~~2014,~~2015, and related issues and disclosure items, along with a discussion with Ernst & Young LLP of those matters identified by the Statement on Auditing Standards No. 61, as amended, (AICPA,Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T regarding "“Communication with Audit Committees"”; and

(ix) receiving and reviewing the written disclosures and the letter from Ernst & Young LLP, as required by the Public Company Accounting Oversight Board, regarding Ernst & Young ~~LLP's~~LLP’s communications with the Audit Committee concerning independence, and discussing with Ernst & Young LLP its independence from our company.

As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board approved, the inclusion of our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015 for filing with the SEC and presentation to our stockholders. The Audit Committee also recommended that Ernst & Young LLP be re-appointed as our independent public accounting firm to serve for the ~~2015~~2016 fiscal year, and that the Board submit this appointment to our stockholders for approval at the Annual Meeting.



		THE AUDIT COMMITTEE

~~Charles L. Biggs~~	Karen M. Garrison Paul Halpern Robert S. Roath (Chair)

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our equity securities to file with the ~~Securities and Exchange Commission~~SEC initial reports of beneficial ownership of the common stock and reports of changes in their beneficial ownership and to furnish us with copies of those reports.

To our knowledge, based solely upon a review of copies of reports furnished to us or written representations from certain reporting persons, we believe that during ~~2014,~~2015, all Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders were met in a timely manner, except in the following instances:

•: ~~Hector O. Chevalier~~

James A. Wilhelm had ~~one~~two late ~~filing~~filings covering ~~one transaction.~~

•

~~Vance C. Johnston had one late filing covering one transaction.~~

three transactions.

~~Table of Contents~~

INCORPORATION BY REFERENCE

To the extent that this Proxy Statement is incorporated by reference into any other filing under the Securities Act or the Exchange Act, the sections of this Proxy Statement entitled ~~"Report~~“Report of the Audit ~~Committee"~~Committee” (to the extent permitted by the rules of the SEC) and ~~"Report~~“Report of the Compensation ~~Committee~~Committee” will not be deemed incorporated, unless specifically provided otherwise in that other filing.

THE BOARD OF DIRECTORS

Chicago, ~~April 2, 2015~~

March 24, 2016

SP PLUS CORPORATION

~~Table of Contents~~

APPENDIX A

SP PLUS CORPORATION RECONCILIATIONS

RECONCILIATION OF NET INCOME ATTRIBUTED TO SP PLUS TO ADJUSTED NET INCOME

ATTRIBUTABLE TO SP PLUS AND ADJUSTED NET INCOME PER SHARE ~~PER SHARE~~

(~~in thousands,~~millions, except for share and per share data, unaudited)


	Twelve months ended					Year Ended December 31,
	December 31, 2014			December 31, 2013		2015		2014
Net income attributable to SP Plus, as reported	$	23,098		$	12,089	$17.4			$23.1
Add: Non-routine structural and other repairs, after tax		756			—	2.7		0.8
Add: Merger and integration related costs, after tax		4,954			6,826
Add: Parkmobile related, after tax		837			—
Add: Restructuring, merger and integration related costs, after tax						5.6		5.0
Add (Subtract): Net income related to asset sales or dispositions						0.6		(2.2)
Add: Costs incurred related to Parkmobile and other contemplated transactions, after tax						0.1		0.5
Add: Writeoff of debt issuance costs and original discount on borrowings, after tax						0.4		—
Subtract: Reversal of valuation allowances for deferred tax assets		(10,379	)		—	(4.6	)	(10.4)

Adjusted net income attributable to SP Plus	$	19,266		$	18,915	$22.1			$16.8
Net income per share, as reported
Basic	$	1.05		$	0.55	$0.78			$1.05
Diluted	$	1.03		$	0.54	$0.77			$1.03
Adjusted net income per share
Basic	$	0.88		$	0.86	$1.00			$0.76
Diluted	$	0.86		$	0.85	$0.98			$0.75
Weighted average shares outstanding
Basic		22,009,800			21,902,870	22,189,140		22,009,800
Diluted		22,407,343			22,249,584	22,511,759		22,407,343

A-1

~~Table of Contents~~

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SP PLUS TO EBITDA, ADJUSTED EBITDA, AND

COMPANY ADJUSTED EBITDA

(~~in thousands,~~millions, unaudited)


	Twelve Months Ended			Year Ended December 31,
	December 31, 2014			2015		2014
Net income attributable to SP Plus, as reported	$	23,098		17.4		23.1
Add (subtract):
Income tax provision (benefit)		(197	)
Income tax expense (benefit)				4.8		(0.2	)
Interest expense, net		17,413		12.5		17.4
(Gain) on contribution of a business to an unconsolidated entity		(4,161	)
Gain on sale of a business				(0.5	)	—
Gain on contribution of a business to an unconsolidated entity				—		(4.1	)
Equity in losses from investment in unconsolidated entity		283		1.7		0.3
Depreciation and amortization expense		30,349		34.0		30.3

Earnings before interest, taxes, depreciation and amortization (EBITDA)	$	66,785		69.9		66.8
Add: Income attributable to noncontrolling interest		3,035
Add: Non-routine structural and other repairs		1,303		4.6		1.3
Add: Merger, integration and restatement costs		8,541
Add: Parkmobile related net costs		1,208
Add: Other, net		173

Add: Restructuring, merger and integration costs				7.8		8.5
Add: Merger related minority interest				0.4		—
Add: Parkmobile and other contemplated transaction costs				0.1		0.9
Subtract: EBITDA related to asset sales or dispositions				(0.2	)	(0.6	)
Adjusted EBITDA				82.5		76.9
Subtract: Other, net				(1.2	)
Company Adjusted EBITDA	$	81,045		81.3

A-2

~~Table of Contents~~

SP PLUS CORPORATION

RECONCILIATION OF FREE CASH FLOW
~~(in thousands, unaudited)~~

Twelve Months Ended

December 31, 2014
Operating income
$ 39,471
Depreciation and amortization
30,349
Net (accretion) amortization of acquired lease contracts
(1,014 )
Non-cash stock-based compensation
3,267
Income tax (paid), net
(1,254 )
Income attributable to noncontrolling interest
(3,035 )
Change in operating assets and liabilities
(4,389 )
Purchase of leaseholds, equipment and cost of contracts and contingent purchase payments

(15,865
)

Operating cash flow
$ 47,530
Cash interest paid
(13,899 )

Free cash flow(1)
$ 33,631
plus: Cash used for non-routine structural and other repairs
3,791

Adjusted free cash flow
$ 37,422

~~(1)~~: ~~Reconciliation of Free Cash Flow to Consolidated Statements of Cash Flow~~

(millions, unaudited)

Twelve Months Ended

December 31, 2014
Net cash provided by operating activities
$ 51,629
Net cash used in investing activities
(14,965 )
Acquisitions
40
Distribution to noncontrolling interest
(2,911 )
Effect of exchange rate changes on cash and cash equivalents
(162 )

Free cash flow
$ 33,631



	Year Ended
	December 31, 2015
Operating income	$38.8
Depreciation and amortization	34.0
Net accretion of acquired lease contracts	(0.9	)
Non-cash stock-based compensation	3.7
Income tax paid, net	(18.1	)
Income attributable to noncontrolling interest	(2.9	)
Change in operating assets and liabilities	(3.6	)
Purchase of leaseholds, equipment and cost of contracts and contingent purchase payments	(13.3	)
Operating cash flow	$37.8
Cash interest paid	(10.7	)
Free cash flow(1)	$27.1
plus: Cash used for non-routine structural and other repairs	9.9
Adjusted free cash flow	$36.9


(1)	Reconciliation of Free Cash Flow to Consolidated Statements of Cash Flow


	(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE’S NAME.) YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or
	Year Ended
	December 31, 2015
Net cash provided by ~~Mail Vote by Internet or Telephone - QUICK . . . EASY SP PLUS CORPORATION Your phone or Internet vote authorizes the named proxies~~operating activities	$43.6
Net cash used in investing activities	(11.8	)
Acquisitions and sale of business, net	(1.0	)
Distribution to ~~vote your shares in the same manner as if you marked, signed~~noncontrolling interest	(3.1	)
Effect of exchange rate changes on cash and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on April 20, 2015. INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. PHONE – 1 (866) 894-0537 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE. . FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING: COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature Signature Date , 2015. NOTE: Please sign exactly as name appears hereon, indicating off icial position or representative capacity, if any. If shares are held jointly, both owners should sign. Please mark your votes like this X FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR ALL WITHHOLD AUTHORITY *EXCEPTIONS Nominees: 01 G Marc Baumann 04 Robert S. Roath 07 Jonathan P. Ward 02 Karen M. Garrison 05 Wyman T. Roberts 08 James A. Wilhelm 03 Paul Halpern 06 Douglas R. Waggoner 09 Gordon H. Woodward 1. Election of nine directors to serve until the 2016 annual meeting of SP Plus stockholders, and until the respective successor of each is duly elected and qualified. 2. To consider an advisory vote on compensation of our named executive officers. 3. To appoint Ernst & Young LLP as independent registered public accounting firm for fiscal 2015. To change your address, please mark this box. I plan to attend the Annual Meeting. cash equivalents	(0.7	)
Free cash flow	$27.1

A-3

SP PLUS CORPORATION

RECONCILIATION OF ADJUSTED GROSS PROFIT AND ADJUSTED G&A

(millions, unaudited)



	Year Ended December 31,
	2015			2014
Gross profit
Gross profit, as reported	$	170.1		171.3
Add: Non-routine structural and other repairs	4.6			1.3
Add: Gross profit related to asset sales or dispositions	0.1			(1.5	)
Adjusted gross profit	174.8			171.2

General and administrative expenses
General and administrative expenses, as reported	$	97.3		101.5
Subtract: Restructuring, merger, and integration costs	(7.8		)	(8.5	)
Add: G&A related to asset sale or dispositions	0.4			(0.8	)
Subtract: Parkmobile and other contemplated transaction costs	(0.1		)	(0.9	)
Adjusted G&A	89.8			91.2

. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 21, 2015. This proxy statement and our 2014 Annual Report to Stockholders are available at http://www.cstproxy.com/spplus/2015. SP PLUS CORPORATION PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING ON APRIL 21, 2015 PROXY The undersigned hereby constitutes and appoints Robert N. Sacks, Executive Vice President, General Counsel and Secretary, and Jerome L. Pate, Vice President and Deputy General Counsel, or any of them acting in the absence of the other, his or her true and lawful agents and proxies, with full power of substitution, and hereby authorizes them to represent the undersigned and to vote for the undersigned as designated on the reverse side, at the Annual Meeting of Stockholders to be held at the Radisson Blu Aqua Hotel, 221 N. Columbus Drive, Chicago, IL, on April 21, 2015, at 2:30 p.m., local time, and at any adjournments thereof, on all matters coming before said meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and proxy statement, both dated April 2, 2015, and hereby revokes any proxy or proxies heretofore given to vote at said meeting or any adjournment thereof. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXY HOLDERS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. ACTION TAKEN PURSUANT TO THIS PROXY CARD WILL BE EFFECTIVE AS TO ALL SHARES THAT YOU OWN. This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” items 1, 2 and 3. This proxy will be voted, in the discretion of proxy holders, upon such other business as may properly come before the Annual Meeting or any adjournment thereof. (Continued, and to be dated and signed, on the reverse side)

A-4

A-5

A-6



Filed by the Registrantýx
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýx		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12



SP PLUS CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ýx			No fee required.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o			Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		~~(1)~~		~~Amount Previously Paid:~~
	(1)	Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:



		On behalf of the Board of Directors:


	Robert N. Sacks,
Chicago, March 24, 2016		Executive Vice President, General Counsel and Secretary
~~Chicago, April 2, 2015~~



	Compensation Objective			Compensation Element
Attract and retain qualified executives			Short Term / Annual
		• Base Salary
		• ~~Base Salary~~
		• Annual Bonus / Management Incentive Compensation Program
			• Perquisites and Personal Benefits
		Long-Term
		~~Long Term~~
		• Performance Share Program
			• ~~Career Restricted Stock Unit Grants~~
		• ~~Transaction Restricted Stock Unit Grants~~
		• Retirement Benefits and Deferred Compensation
Motivate performance to achieve specific strategies and operating objectives			Short Term / Annual
			• Annual Bonus / Management Incentive Compensation Program
		Long-Term
		~~Long Term~~
		• Performance Share Program
			• ~~Career Restricted Stock Unit Grants~~
		• ~~Transaction Restricted Stock Unit Grants~~
Align named executive ~~officers'~~officers’ and ~~stockholders'~~stockholders’ long-term interests	Long-Term
		~~Long Term~~
		• Performance Share Program
		• ~~Career Restricted Stock Unit Grants~~
		• ~~Transaction Restricted Stock Unit Grants~~

Performance Share Plan (LTIP) Metrics and Payout Schedule

2014-2016 Cumulative Company Adjusted Free Cash Flow	Percentage of Target Shares
$153 million to $163 million	50%
$163 million to $173 million	75%
$173 million to $183 million	100%
$183 million to $193 million	125%
$193 million to $ 203 million	150%
$203 million or more	200%
2015-2017 Cumulative Company Adjusted Free Cash Flow	Percentage of Target Shares
$188 million to $201 million	50%
$201 million to $214 million	75%
$214 million to $228 million	100%
$228 million to $241 million	125%
$241 million to $255 million	150%
$255 million or more	200%



Date:		April 21, ~~2015~~2016
Time:			~~2:30 p.m.~~11:00 a.m., local time
Place:			Radisson Blu Aqua Hotel, 221 N. Columbus Drive, Chicago, Illinois 60601
Proposals:	1.	1.		To elect nine directors, with the following being the ~~Board's~~Board’s nominees:
				G Marc Baumann
				Karen M. Garrison
				Paul Halpern
				Robert S. Roath
				Wyman T. Roberts
				Douglas R. Waggoner
				Jonathan P. Ward
				James A. Wilhelm
				Gordon H. Woodward
		2.		To consider an advisory vote on the 2015 compensation of our named executive officers; and
		3.		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ~~2015.~~2016.
Record Date:			~~March 2, 2015~~ February 26, 2016
Voting Methods:			Telephone
		Internet
		Written ballot—Complete and return proxy card in the mail
		In person—Attend and vote at the meeting



GENERAL INFORMATION	1	1
PROPOSAL NO. 1: ELECTION OF DIRECTORS	7	7
BOARD MATTERS	7	7
NOMINEES FOR DIRECTOR	7	7
~~OUTGOING DIRECTORS~~		12
NOMINATIONS FOR DIRECTOR	11	12
Identifying Candidates	11	12
Board Designees	11	12
Stockholder Recommendations	12	13
Criteria for Board Membership	12	13
OUR CORPORATE GOVERNANCE PRACTICES	13	14
GENERAL	13	14
~~COMMITTEE RESPONSIBILITIES~~ DIRECTOR INDEPENDENCE	13	14
~~DIRECTOR INDEPENDENCE~~		14
BOARD LEADERSHIP STRUCTURE AND LEAD INDEPENDENT DIRECTOR	13	14
~~BOARD'S~~COMMITTEE RESPONSIBILITIES	14
BOARD’S ROLE IN RISK OVERSIGHT	14	15
AUDIT COMMITTEE’S ROLE IN RISK OVERSIGHT	14
MANAGEMENT’S ROLE IN RISK OVERSIGHT	15
RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES	15
ATTENDANCE AT ANNUAL MEETINGS	15	15
FORMAL CLOSED SESSIONS OF OUTSIDE DIRECTORS	15	15
BOARD COMPENSATION	15	15
STOCK OWNERSHIP GUIDELINES	15	15
OUTSIDE ADVISORS	16	16
~~TRANSPARENCY~~ CONFLICTS OF INTEREST	16	16
BOARD EFFECTIVENESS AND DIRECTOR PERFORMANCE REVIEWS	16	16
SUCCESSION PLANNING	16	16
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENCE	16	17
~~COMMUNICATING WITH OUR BOARD~~		17
~~CORPORATE HOTLINE~~		17
~~CONFLICTS OF INTEREST~~		17
RELATED-PARTY TRANSACTION POLICY	16	17
CODES OF CONDUCT AND ETHICS	17	17
INSIDER TRADING RESTRICTIONS ~~AND POLICY AGAINST HEDGING~~	17	18
~~SWAP POLICIES~~ HEDGING AND PLEDGING POLICY	17	18
~~MEETINGS~~SWAP POLICIES	17
TRANSPARENCY	17
COMMUNICATING WITH OUR BOARD	17
CORPORATE HOTLINE	17
BOARD COMMITTEES AND MEETINGS	18
THE BOARD	18
COMMITTEES OF THE BOARD	18	18
~~THE BOARD~~ Audit Committee	18	18
~~COMMITTEES OF THE BOARD~~ Compensation Committee	19


~~Audit Committee~~		18
~~Compensation~~Executive Committee	20	19
~~Executive Committee~~		20
Nominating &and Corporate Governance Committee	20	21
EXECUTIVE OFFICERS	21	22
COMPENSATION DISCUSSION AND ANALYSIS	22	24
EXECUTIVE SUMMARY	22	24
Overview	22	24
Business Performance and Impact on Pay	22	24
~~2014 SAY ON PAY~~2015 Business Performance	23
Reasonableness of Compensation	23
SAY-ON-PAY ADVISORY VOTE	24	25
PRIOR SAY-ON-PAY ADVISORY VOTE	24
ROLE OF THE COMPENSATION COMMITTEE	24	25


ROLE OF MANAGEMENT	24	26
COMPENSATION OBJECTIVES	24	26
COMPENSATION STUDY, COMPENSATION PHILOSOPHY AND BENCHMARKING	25	28
COMPENSATION PROGRAM COMPONENTS	26	29
Base Salary	26	29
Management Incentive Compensation Program	27	30
Long-Term Incentive Plan	27	30
Perquisites and Personal Benefits	28	32
Retirement Benefits and Deferred Compensation Opportunities	29	32
Severance and Other Benefits Upon Termination of Employment or a Change in Control	29	33
Employment Agreements	29	33
DETERMINATION OF ~~2014~~2015 COMPENSATION	29	33
General	29	33
Compensation of Our Chief Executive Officer	29	33
Compensation of Our Other Named Executive Officers	30	33
~~2014~~2015 Bonus Targets, Weighting, Metrics and Awards Tables	30	34
DETERMINATION OF ~~2015~~2016 COMPENSATION	31	34
TAX AND ACCOUNTING CONSIDERATIONS	32	35
RELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK	32	36
COMPENSATION COMMITTEE REPORT	32	37
EXECUTIVE COMPENSATION	33	38
SUMMARY COMPENSATION TABLE	33	38
GRANTS OF PLAN-BASED AWARDS FOR ~~2014~~ 2015	34	39
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ~~2014~~ 2015	35	40
~~OPTION EXERCISES AND~~ STOCK VESTED DURING ~~2014~~ 2015	36	41
~~OPTION RE-PRICING~~ EQUITY AWARD MODIFICATIONS AND RE-PRICINGS	36	41
~~PENSION BENEFITS~~		41
NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS	36	42
EMPLOYMENT AGREEMENTS	37
Mr. Baumann	37
Messrs. Johnston, Bodenhamer, Hagerman and Warshauer	37
PAYMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	37	42
Payments to Mr. ~~Wilhelm~~ Baumann	37	42
Potential Payments to Other Named Executive Officers	38	43
DIRECTOR COMPENSATION	41	47
DIRECTOR COMPENSATION DISCLOSURE TABLE	41



NON-EMPLOYEE DIRECTORS' FEES EARNED OR PAID IN CASH	41
NON-EMPLOYEE DIRECTORS STOCK GRANT	41
EQUITY COMPENSATION PLAN INFORMATION	42	48
TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS	42	48
SECURITY OWNERSHIP	42	49
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS	42	49
CHANGE IN CONTROL	44	50
BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF COMMON STOCK	44	51
PROPOSAL NO. 2—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	46	52
PROPOSAL NO. 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48	54
AUDIT COMMITTEE DISCLOSURE	48	54
GENERAL	48	54
PRINCIPAL ACCOUNTING FEES AND SERVICES	48	54
PROCEDURES FOR AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	49	55
AUDIT COMMITTEE REPORT	49	55
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	50	56
INCORPORATION BY REFERENCE	50	57
Appendix A A—SP PLUS CORPORATION RECONCILIATIONS	A-1	~~A-1~~



G Marc Baumann Age: 59 60		Mr. Baumann has served as our President since March 2014 and as Chief Executive Officer and a director since January 1, 2015. Mr. Baumann served as our Chief Operating Officer from March 2014 through December 2014, Chief Financial Officer and Treasurer from October 2000 to March 2014, President of Urban Operations from October 2012 to March 2014, and Executive Vice President from October 2000 to October 2012. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Baumann's~~Baumann’s experience in the parking management industry is a particularly important attribute for a director of our company. He received his B.S. degree in 1977 from Northwestern University and his M.B.A. degree from the Kellogg School of Management at Northwestern University in 1979.



Karen M. Garrison Age: 6667 Board Committees: Audit, Compensation, Executive, Nominating &and Corporate Governance (Chair)		Ms. Garrison has served as a director since June ~~2004.~~2004 and as our lead independent director since August 2015. She was president of Pitney Bowes Business Services from 1999 to 2004. In her 27 years with Pitney Bowes and its subsidiary, the Dictaphone Corporation, Ms. Garrison held a series of positions with increasing responsibilities, including vice president of operations, and vice president of finance and chief financial officer. She is also alead independent director, ~~and member~~chair of the corporate governance committee and ~~chair~~a member of the finance committee of The Kaman Corporation. She is a director of Tenet Healthcare Corporation and is a member of ~~Tenet's audit and~~Tenet’s executive ~~committees and chair of its~~committee; nominating and corporate governance committee; and quality, compliance & ethics committee. Ms. Garrison is also chair of the board of advisors of the Unger Enterprises, Inc. and a member of its finance committee. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Ms. ~~Garrison's~~Garrison’s experience in the service industry is a particularly important attribute for a director of our company. She received her B.S. degree in Accounting from Rollins College and her M.B.A. degree from the Florida Institute of Technology.


Paul Halpern Age: 5354 Board Committee: Audit		Mr. Halpern became a director in October 2012 in connection with the Central Merger. He served as a director of Central and its parent company from May 2007 through September 2012. He is currently the chief investment officer of Versa Capital Management, LLC, a private investment firm based in Philadelphia and an affiliate of certain of company stockholders. Mr. Halpern has served Versa Capital Management, LLC and its predecessors in various capacities since 1995, including as a member of Versa Capital Management, ~~LLC's~~LLC’s investment and management committees. Prior to joining Versa Capital Management LLC, Mr. Halpern was the executive vice president, general counsel and secretary of Consolidated Vision Group. Mr. Halpern is a director of various privately held companies. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Halpern's~~Halpern’s legal expertise and experience as a director of a large parking management company are particularly important attributes for a director of our company. Mr. Halpern earned his B.A. from Reed College and his J.D. from Stanford Law School.



Robert S. Roath Age: 7273 Board Committees: Audit (Chair), Compensation (Chair), Executive, Nominating &and Corporate Governance		Mr. Roath has served as a director since June 2004, the Chair of our compensation committee since April 2010 and as Chair of the audit committee since January 1, 2015. Mr. Roath served as Chairman of the Board from October 2009 through December 31, 2014. He was chairman of the advisory board to L.E.K. Consulting, a stockholder-value consulting firm, from May 1997 to October 2013. Mr. Roath retired as chief financial officer of RJR Nabisco, Inc. in April 1997 where he worked from September 1990. He has been a director of the InterDigital, Inc. since May 1997 and is a member of the executive committee and the finance committee. Previously, Mr. Roath was employed by Colgate-Palmolive, General Foods, GAF Corporation and Price Waterhouse & Co. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Roath's~~Roath’s experience in strategy and finance is a particularly important attribute for a director of our company. He received his B.S. degree in Accounting and Economics from the University of Maryland in 1966 and completed the Amos Tuck Executive Development program in 1980.


Wyman T. Roberts Age: 55 56 Board Committee: Compensation		~~Wyman T.~~ Mr. Roberts has served as a director since April 2015. He currently serves as president and chief executive officer of Brinker International, Inc., a position he has held since January 2013. Mr. Roberts also serves as a director of Brinker, a position he has held since February 2013. Mr. Roberts also currently serves as president of ~~Chili's~~Chili’s Grill & Bar, a position he has held since November 2009. He served as senior vice president of Brinker and ~~Maggiano's~~Maggiano’s Little Italy president from August 2005 to November 2009, and also served as ~~Brinker's, Maggiano's~~Brinker’s, Maggiano’s and ~~Chili's~~Chili’s chief marketing officer from March 2009 to November 2009. He served as executive vice president and chief marketing officer for ~~NBC's~~NBC’s Universal Parks & Resorts from December 2000 until August 2005. From ~~1994~~1984 to December 2000, Mr. Roberts was employed by Darden Restaurants, Inc., where he most recently served as executive vice president, marketing. He is a member of the Brigham Young University School of Management Advisory Council. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Roberts'~~Roberts’ understanding of technology-based marketing and experience managing a large workforce are particularly important attributes for a director of our company. Mr. Roberts has a ~~Bachelor's~~Bachelor’s degree in Finance and an MBA from Brigham Young University.



Douglas R. Waggoner Age: 5556 Board Committee: Nominating and Corporate Governance		~~Douglas R.~~ Mr. Waggoner has served as a director since April 2015. He has served as chief executive officer of Echo Global Logistics, Inc., a provider of a wide range of transportation and logistics services, since December 2006, ~~and~~ he has been a board member of that company since February ~~2008.~~2008, and he was named its chairman of the board in June 2015. Prior to joining Echo, Mr. Waggoner founded SelecTrans, LLC, a freight management software provider based in Chicago, Illinois. From April 2004 to December 2005, Mr. Waggoner served as chief executive officer of USF Bestway, and from January 2002 to April 2004 he served as senior vice president of strategic marketing for USF Corporation. Mr. Waggoner served as president and chief operating officer of Daylight Transport from April 1999 to January 2002, executive vice president from October 1998 to April 1999, and chief information officer from January 1998 to October 1998. From 1986 to 1998, Mr. Waggoner held a variety of positions in sales, operations, marketing and engineering at Yellow Transportation before becoming vice president of customer service. He also serves as chairman of the Supply Chain Innovation Network of Chicago, a non-profit organization that connects supply chain practitioners in the private sector with political and governmental leaders to address items associated with supply chain infrastructure and workforce issues. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Waggoner's~~Waggoner’s software development experience and leadership in the transportation and logistics industry are particularly important attributes for a director of our company. Mr. Waggoner holds a ~~Bachelor's~~Bachelor’s degree in Economics from San Diego State University.


Jonathan P. Ward Age: 6061 Board Committee: Compensation		Mr. Ward became a director in October 2012 in connection with the Central Merger. He served as a director of Central and its parent company from July 2009 through September 2012. He has served as an operating partner of Kohlberg & Co., LLC, a private investment firm, since July 2009. From November 2006 to June 2009, Mr. Ward served as a managing director and chairman of the Chicago office of Lazard Frères & Co. Previously, Mr. Ward served as the president, chief executive officer and chairman of The ServiceMaster Company from 2001 to 2006. From 1997 to January 2001, Mr. Ward was president and chief operating officer of R.R. Donnelley & Sons Company. Mr. Ward was elected to the board of directors of Sara Lee Corporation in 2005, and then The Hillshire Brands Company until it was acquired in August 2014. He also has served as a director of KAR Auction Services, Inc. from December 2009 to June 2014. Mr. Ward has served as a director of Hub Group, Inc. since January 2012 and is a member of the audit committee, compensation committee and nominating and corporate governance committee. He also is a director of various privately held companies. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Ward's~~Ward’s experience in various service industries and his public company board experience are particularly important attributes for a director of our company. Mr. Ward earned his B.S. in Chemical Engineering from the University of New Hampshire and has completed the Harvard Business School Advanced Management Program.



James A. Wilhelm Age: 6162 Chairman of the Board Committee: Executive (Chair)		Mr. Wilhelm has served as a director since October 2001 and as Chairman of the Board since January 1, 2015. He served as our President from September 2000 to March 2014 and as our Chief Executive Officer from October 2001 to December 31, ~~2014.~~2015. Mr. Wilhelm served as Executive Vice President—Operations from March 1998 to September 1999, and he served as our Senior Executive Vice President and Chief Operations Officer from September 1999 to August 2000. Mr. Wilhelm joined the predecessors of SP Plus Corporation in 1985, serving as executive vice president beginning in January 1998. Prior to March 1998, Mr. Wilhelm was responsible for managing the Midwest and Western Regions, which included parking facilities in Chicago and sixteen other cities throughout the United States and Canada. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Wilhelm's~~Wilhelm’s experience in the parking management industry is a particularly important attribute for a director of our company. Mr. Wilhelm received his B.A. degree from Northeastern Illinois University in 1976.


Gordon H. Woodward Age: 4647 Committee: Nominating &and Corporate Governance		Mr. Woodward became a director in October 2012 in connection with the Central Merger. He served as a director of Central and its parent company from May 2007 through September 2012. He has been the chief investment officer of Kohlberg & Co., LLC, a private investment firm, since 2010, and has served Kohlberg & Co., LLC in various other capacities since 1996. Prior to joining Kohlberg & Co., LLC, Mr. Woodward was with James D. Wolfensohn Incorporated. ~~Mr. Woodward also serves as a director of BioScrip, Inc. since March 2010 and is a member of the audit committee and the corporate strategy committee.~~ He is also a director of various privately held companies. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. ~~Woodward's~~Woodward’s financial expertise and extensive experience as a director are particularly important attributes for a director of our company. Mr. Woodward received his A.B. from Harvard College.

									Actual Results

Name(1)	Metrics(2)	Weighting			Threshold Metrics($)		Target Metrics($)		Maximum Metrics($)		Actual Metrics
James A. Wilhelm	Adjusted Company EBITDA		100	%		77,518,000		84,955,000		95,171,000		81,045,000
Chief Executive Officer
G Marc Baumann	Adjusted Company EBITDA		100	%		77,518,000		84,955,000		95,171,000		81,045,000
President; Chief
Operating Officer
Vance C. Johnston	Adjusted Company EBITDA		100	%		77,518,000		84,955,000		95,171,000		81,045,000
Chief Financial
Officer; EVP
Hector O. Chevalier	Adjusted Company EBITDA		50	%		77,518,000		84,955,000		95,171,000		81,045,000
EVP—Operations(3)
	Adjusted Business Unit EBITDA		50	%
William H. Bodenhamer	Adjusted Company EBITDA		50	%		77,518,000		84,955,000		95,171,000		81,045,000
EVP—Operations(3)	Adjusted Business Unit EBITDA		50	%

Name				Metrics(1)

James A. Wilhelm	821,600	400,000	48	Adjusted Company EBITDA	100	20,000	740,000	163,600	41
G Marc Baumann	564,850	250,000	44	Adjusted Company EBITDA	100	12,500	375,000	102,250	41
Vance C. Johnston	400,000	200,000	50	Adjusted Company EBITDA	100	10,000	300,000	81,800	41
Hector O. Chevalier	373,253	150,000	40	Adjusted Company EBITDA	100	3,750	225,000	113,758	76
William H. Bodenhamer	476,939	200,000	42	Adjusted Company EBITDA	100	5,000	300,000	80,198	40

Name and Principal Position(1)	Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension and NQDC Earnings ($)(4)		All Other Compensation ($)			Total ($)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)
James A Wilhelm		2014		815,534		—		—		—		163,600		20,132		30,590	(6)		1,029,656
Chief Executive		2013		794,101		—		—		—		177,100		19,357		24,591			1,015,149
Officer (PEO)(5)		2012		652,453		—		1,000,000		—		125,000		53,376		24,859			1,855,688
G Marc Baumann		2014		560,540		—		150,000		—		102,250		—		126,158	(8)		938,948
President; Chief		2013		550,021		—		—		—		110,688		—		117,233			777,942
Operating Officer(7)		2012		466,935		—		400,004		—		102,142		—		119,531			1,088,612
Vance C. Johnston		2014		314,458				350,000		—		81,800		—		132,494	(10)		878,752
Chief Financial Officer(9)
Hector O. Chevalier		2014		366,986		—		400,000		—		113,758		—		23,094	(11)		903,838
EVP—Operations
William H. Bodenhamer		2014		473,183		—		100,000		—		80,198		—		11,182	(12)		664,563
EVP—Operations


(8)	Mr. Warshauer no longer serves as an executive officer effective as of January 2016, but he remains a Company employee.

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting(#)		Value Realized on Vesting($)
James A. Wilhelm(1)		—		—		28,748		725,312
G Marc Baumann(2)		—		—		5,750		126,040
Vance C. Johnston		—		—		—		—
Hector O. Chevalier		—		—		—		—
William H. Bodenhamer		—		—		—		—


(1)	Reflects delivery of shares from Transaction Restricted Stock Units that vested on October 4, 2015 and were distributed on November 9, 2015. These RSUs were previously reported in the Summary Compensation Tables in the year they were granted if that executive's compensation was required to be disclosed in a previous year.


(2)	Reflects delivery of 42,000 shares from Career Restricted Stock Units that vested on July 16, 2015. These RSUs were previously reported in the Summary Compensation Table in the year they were granted.

Executive		Plan Name		Years of Credited Service			Present Value of Accumulated Benefit			Payments During Last Fiscal Year

James A. Wilhelm		Deferred Compensation Agreement			(1	)	$	983,833			—

Name	Executive Contributions in 2014 ($)(1)		Registrant Contributions in 2014 ($)(2)		Aggregate Earnings in 2014 ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at 12/31/14 ($)

(a)	(b)		(c)		(d)		(e)		(f)
James A. Wilhelm		97,042		7,150		3,492		—		534,479
G Marc Baumann		14,014		7,150		1,425		—		100,589
Vance C. Johnston		—		—		—		—		—
Hector O. Chevalier		19,403		7,150		561		—		26,246
William H. Bodenhamer		97,800		7,150		5,172		—		241,259


(1)	Payable as salary continuation for 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months.


(4)	Estimated cost of certain life insurance policy payments computed based on 2015 premiums.

Name

Charles L. Biggs	83,250	65,000	—	—	148,250
Karen M. Garrison	89,875	65,000	—	—	154,875
Paul Halpern	60,000	65,000	—	—	125,000
Robert S. Roath	91,875	—	80,000	—	191,875
Jonathan P. Ward	58,125	65,000	—	—	123,125
Myron C. Warshauer	52,500	—	65,000	—	117,500
Gordon H. Woodward	56,250	65,000	—	—	112,500

	Beneficial Ownership

Name of Beneficial Owner	Number of Shares Beneficially Owned			Shares Issuable Pursuant to Options Exercisable Within 60 days of March 2, 2015		Percent Beneficially Owned (%)
					—	*
G Marc Baumann		54,343	(1)		—	*
William H. Bodenhamer		28,029	(2)		—	*
Hector O. Chevalier		18,201	(3)		—	*
Vance C. Johnston		7,518	(4)		—	*
Charles L. Biggs		45,817			—	*
Karen M. Garrison		42,567			—	*
Paul Halpern		5,161	(5)		—	*
Robert S. Roath		96,134	(6)		—	*
Wyman T. Roberts		—			—	*
Douglas R. Waggoner		—			—	*
Jonathan P. Ward		5,161			—	*
Myron C. Warshauer		13,846	(7)		—	*
James A. Wilhelm		102,848	(8)		—	*
Gordon H. Woodward		5,161	(9)		—	*
All directors and executive officers as a group (19 persons)		710,374	(10)		—	3.3


(10)	Includes 190,214 restricted stock units issued to executive officers as a group.

Name of Beneficial Owner

2929 CPC Holdco, LLC	1,341,251	(1)	6.1
2929 Arch Street, Suite 1650
Philadelphia, PA 19104
Janus Capital Management LLC	1,280,521	(2)	5.8
151 Detroit Street
Denver, Colorado 80206
Kohlberg CPC Rep, L.L.C.	3,613,167	(3)	16.3
111 Radio Circle
Mount Kisco, NY 10549
River Road Asset Management, LLC	1,472,933	(4)	6.7
462 S. 4th St., Ste 1600
Louisville, KY 40202
TimesSquare Capital Management, LLC	1,315,086	(5)	5.9
7 Times Square, 42^nd Floor
New York, NY 10036
Wellington Management Company LLP	2,396,991	(6)	10.8
280 Congress Street
Boston, MA 02210