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Required Vote

        Proposal 1:    Directors are elected by a plurality of the votes cast at our Annual Meeting. To be elected by a "plurality" of the votes cast means that the individuals who receive the largest number of

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votes are elected as directors. Therefore, any shares not voted, whether by an indication on the proxy card that you wish to "withhold authority," by a broker non-vote (which may occur because brokers or other nominees who hold shares for you do not have the discretionary authority to vote your uninstructed shares in the election of directors) or otherwise, have no effect in the election of directors except to the extent that the failure to vote for an individual results in another individual receiving a larger number of votes.

        Proposal 2:    The affirmative vote of the holders of a majority of shares of our common stock represented and entitled to vote at our Annual Meeting is required to approve the advisory vote on compensation of our named executive officers. Consequently, broker non-votes will have no effect on approval of the resolution, but abstentions will act as a vote against approval of the resolution. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

        Proposal 3:    The affirmative vote of the holders of a majority of shares of our common stock represented and entitled to vote at our Annual Meeting is required for ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2018.2019. Consequently, broker non-votes will have no effect on approval of these matters, but abstentions will act as a vote against their approval.

        A quorum of stockholders is necessary to take action at our Annual Meeting. A majority of the outstanding shares of our common stock entitled to vote, represented in person or by proxy, will constitute a quorum of stockholders at our Annual Meeting. Votes cast by proxy or in person at our Annual Meeting will be tabulated by the inspector of election appointed for our Annual Meeting. Our assistant corporate secretary will serve as the inspector of election for our Annual Meeting. For purposes of determining whether a quorum is present, abstentions and broker non-votes (which may occur because brokers or other nominees who hold shares for you do not have the discretionary authority to vote your uninstructed shares in the election of directors or with respect to the advisory vote on the compensation of our named executive officers) will count toward the quorum requirement. For purposes of the election of directors, abstentions will have the same effect as votes withheld. For purposes of the advisory vote on the compensation of our named executive officers and the proposal to ratify our independent registered accounting firm, abstentions will have the same effect as votes against.

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ELECTION OF DIRECTORS
(Proposal 1)

        Our Board currently consists of sixseven members. Our Board is divided into three classes for purposes of election. The director or directors in one class are generally elected at each annual meeting of stockholders to serve for a three-year term and until their successors are duly elected and qualified. The directors elected at our Annual Meeting will hold office for a three-year term expiring at our 20212022 annual meeting of stockholders and until his successor is duly elected and qualified. Other than the twothree directors who are nominated for election at our Annual Meeting, our other directors are not up for election this year and will continue in office for the remainder of their terms.

        As of the date of this proxy statement, each of the nominees for election has indicated that he is able and willing to serve as a director. However, if some unexpected occurrence should require our Board to substitute some other person or persons for one or more of the nominees, it is intended that the shares represented by proxies received and voted for such other candidate or candidates, or not voted, will be voted for another nominee or nominees selected by our Board.

Nominees for Election at the Annual Meeting

        The following sets forth certain information, as of the Record Date, about the nominees for election at our Annual Meeting. Each of the nominees is currently a director of our Company.

Director Nominees for Terms Expiring in 2021

        James L. Packard, 75, has been serving as a director since 2010. He served as President of Regal-Beloit Corporation, a manufacturer of mechanical and electrical products, from 1980 until 2006, as Chief Executive Officer and Chairman of the Board from 1986 until 2005, and as Chairman of the Board through 2006, when he retired. Mr. Packard currently serves on the Board of Directors ABC Supply Co. Inc., First National Bank & Trust Company of Beloit and Center 1 Bancorp Inc. Mr. Packard also has previous board experience on the Board of Governors of the American Stock Exchange, the Boards of Directors of Gehl Company, Elco Corporation, Clarcor Inc. and The Manitowoc Company, Inc., and numerous manufacturing industry boards and associations. Mr. Packard's qualifications to serve on our Board of Directors include his more than 27 years of experience in senior management of a publicly-traded company, his experience as the chief executive officer of a manufacturing company and his many years of service on boards of directors and committees.

        Kenneth W. Krueger, 61, has been serving as a director since 2011. He also has served as Chairman of The Manitowoc Company, Inc., a capital goods manufacturer, since March 2016. Previously, he served as interim Chairman, President and Chief Executive Officer of The Manitowoc Company, Inc. from October 2015 through March 2016 and as a director and Chairman of the Audit Committee for that company from 2004 until October 2015. He also has served as a director of Albany International Corp., a global advanced textiles and materials processing company, since December 2016. From May 2006 until August 2009, Mr. Krueger was the Chief Operating Officer of Bucyrus International, Inc., a global mining equipment manufacturer headquartered in South Milwaukee, Wisconsin. Mr. Krueger also served as Bucyrus International, Inc.'s Executive Vice President from December 2005 until May 2006. Prior to joining Bucyrus International, Inc., Mr. Krueger was Senior Vice President and Chief Financial Officer of A. O. Smith Corporation, a global manufacturer of water heaters in Milwaukee, Wisconsin, from August 2000 until June 2005. Mr. Krueger's qualifications to serve on our Board of Directors include his leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management team at a global manufacturer of mining equipment.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOREGOING NOMINEES FOR ELECTION AS A DIRECTOR.

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Directors Remaining in Office Until 20192022

        Margaret S. Dano, 58,59, has been serving as a director since 2012. She also has served as a member of the board of directors and the governance and compensation committees of Neenah Paper Inc. (NYSE: NP) since April 2015 and recentlyin 2018 retired as the chairman of the board of directors of Superior Industries International, Inc. (NYSE: SUP), a designer and manufacturer of aluminum road wheels for sale to original equipment manufacturers, where she served as lead director since 2010 and as a member of the board of directors since 2007. Ms. Dano was Vice President, Worldwide Operations of Garrett Engine Boosting Systems, a division of Honeywell International, Inc., from June 2002 until her retirement from that position in 2005. From April 2002 to June 2002, she was Vice President, Global Operations, Automation and Controls Solutions of Honeywell. Before joining Honeywell, Ms. Dano served in executive or management roles with Avery Dennison Corporation, Black & Decker Corporation and General Electric Corporation. Ms. Dano has been a member of the board of directors of Industrial Container Services, a provider of reusable container solutions in the United States, since 2011, and currently serves as lead director and as a member of the compensation committee. She has served on the board of directors and the audit, compensation and governance committees of Fleetwood Enterprises, Inc., and on the board of directors and as lead director and chair of the compensation committee of Anthony International Equipment Services Corp. Ms. Dano's qualifications to serve on our Board of Directors include her leadership experience at publicly traded manufacturing companies and her background in the manufacturing industry as a member of senior management teams with responsibility for global operations.

        Donald W. Sturdivant, 57,58, has been serving as a director since 2010. Since September 2016, he has served as an operating partner with Snow Phipps Group, LLC, a private equity firm investing in middle market companies. Mr. Sturdivant previously served as the Chief Executive Officer of Fleetpride, Inc., an independent distributor of parts for heavy duty trucks and trailers, from June 2015 until April 2016. He previously served from February 2009 until March 2015 as Chief Executive Officer of Marietta Corporation, a manufacturer of hotel amenities for hotel chains in North America and provider of contract manufacturing to consumer packaged goods companies in both the personal care and household care markets. Prior to becoming Chief Executive Officer of Marietta Corporation, Mr. Sturdivant was Executive Vice President of Graphic Packaging International, Inc., a provider of

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paperboard packaging products to multinational food, beverage and other consumer products companies, from March 2008 until December 2008. He served as Senior Vice President, Consumer Packaging Division, of Graphics Packaging International, a predecessor to Graphic Packaging International, Inc., from 2003 to 2006, and as President, Performance Packaging Division, of Graphic Packaging Corporation, a predecessor to Graphic Packaging International, from 1999 to 2003. Mr. Sturdivant also was Chief Operating Officer of Altivity Packaging Corporation, another predecessor to Graphic Packaging International, Inc. from August 2006 to March 2008. Mr. Sturdivant's qualifications to serve on our Board of Directors include his leadership experience at several publicly held corporations and his background in the manufacturing industry as a member of senior management at a number of manufacturing companies.

        Robert L. McCormick, 58, has been serving as our President and Chief Executive Officer and as director since January 2019. Previously, Mr. McCormick served as our Chief Operating Officer from August 2017 until January 2019. Prior to becoming Chief Operating Officer, Mr. McCormick served as our Executive Vice President and Chief Financial Officer from September 2004 through August 2017, as our Secretary from May 2005 through August 2017, as our Assistant Secretary from September 2004 to May 2005 and as our Treasurer from September 2004 through December 2010. Prior to joining us, Mr. McCormick served as President and Chief Executive Officer of Xymox Technology Inc. from 2001 to 2004. Prior to that, Mr. McCormick served in various capacities in the Newell Rubbermaid Corporation, including President from 2000 to 2001 and Vice President Group Controller from 1997 to 2000. We believe that Mr. McCormick's experience in various leadership positions both inside and outside the Company, as well as his deep understanding of the Company's business, operations and strategy, qualify him to serve on our Board of Directors.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOREGOING NOMINEES FOR ELECTION AS A DIRECTOR.

Directors Remaining in Office Until 2020

        James L. Janik, 61,62, has been serving as our Executive Chairman since January 2019 and as a director since 2004. Mr. Janik became our Chairman of the Board in 2014. Mr. Janik previously served as our President and Chief Executive Officer and Director sincefrom 2004 and became our Chairman of the Board in 2014.until January 2019. Mr. Janik also served as President and Chief Executive Officer of Douglas Dynamics Incorporated, the entity that previously operated our business, from 2000 to 2004. Mr. Janik was Director of Sales of our Western Products division from 1992 to 1994, General Manager of our Western Products division from 1994 to 2000 and Vice President of Marketing and Sales from 1998 to 2000. Prior to joining us, Mr. Janik was the Vice President of Marketing and Sales of Sunlite Plastics Inc., a custom extruder of thermoplastic materials, for two years. During the 11 prior years, Mr. Janik held a number of key marketing, sales and production

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management positions for John Deere Company. Mr. Janik's qualifications to serve on our Board of Directors include his 2324 years of experience at our Company, including his 1718 years of experience as our and Douglas Dynamics Incorporated's President and Chief Executive Officer, as well as his depth of experience at businesses affected by weather-related seasonality. This experience, comprehensive knowledge of the snow and ice control equipment industry, and inside perspective of the day-to-day operations of the Company provides essential insight and guidance to our Board of Directors.Directors and qualifies him to serve as our Executive Chairman.

        James D. Staley, 68,69, has been serving as a director since 2010 and as our Lead Independent Director since our 2014 Annual Meeting. He retired in 2008 after more than 35 years of service with Roadway Express, Inc. ("Roadway"), a motor freight carrier company, and its successor company, YRC Worldwide, Inc. ("YRC"), a North American transportation service provider, which acquired Roadway in 2003. Mr. Staley joined Roadway in 1971 and during his years of service with that company and its successor company, YRC, served as Chief Executive Officer of the Regional Transportation Division of YRC from 2006 to 2007, President and Chief Executive Officer of the Roadway Division of

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YRC from 2004 to 2005, and in various management positions for Roadway from 1971 to 2003, including Vice President of the Northeastern Division from 1993 to 1994, Vice President of Operations from 1994 to 1998, and President and Chief Executive Officer of Roadway from 1998 to 2003. Mr. Staley currently serves on the Board of Directors of Roadrunner Transportation Systems, Inc. Mr. Staley's qualifications to serve on our Board of Directors include his leadership experience at a publicly held company and his background in the transportation industry as a member of senior management of a transportation service provider.

Directors Remaining in Office Until 2021

        James L. Packard, 76, has been serving as a director since 2010. He served as President of Regal-Beloit Corporation, a manufacturer of mechanical and electrical products, from 1980 until 2006, as Chief Executive Officer and Chairman of the Board from 1986 until 2005, and as Chairman of the Board through 2006, when he retired. Mr. Packard currently serves on the Board of Directors ABC Supply Co. Inc., First National Bank & Trust Company of Beloit and Center 1 Bancorp Inc. Mr. Packard also has previous board experience on the Board of Governors of the American Stock Exchange, the Boards of Directors of Gehl Company, Elco Corporation, Clarcor Inc. and The Manitowoc Company, Inc., and numerous manufacturing industry boards and associations. Mr. Packard's qualifications to serve on our Board of Directors include his more than 27 years of experience in senior management of a publicly-traded company, his experience as the chief executive officer of a manufacturing company and his many years of service on boards of directors and committees.

        Kenneth W. Krueger, 62, has been serving as a director since 2011. He also has served as Chairman of The Manitowoc Company, Inc., a capital goods manufacturer, since March 2016. Previously, he served as interim Chairman, President and Chief Executive Officer of The Manitowoc Company, Inc. from October 2015 through March 2016 and as a director and Chairman of the Audit Committee for that company from 2004 until October 2015. He also has served as a director of Albany International Corp., a global advanced textiles and materials processing company, since December 2016. From May 2006 until August 2009, Mr. Krueger was the Chief Operating Officer of Bucyrus International, Inc., a global mining equipment manufacturer headquartered in South Milwaukee, Wisconsin. Mr. Krueger also served as Bucyrus International, Inc.'s Executive Vice President from December 2005 until May 2006. Prior to joining Bucyrus International, Inc., Mr. Krueger was Senior Vice President and Chief Financial Officer of A. O. Smith Corporation, a global manufacturer of water heaters in Milwaukee, Wisconsin, from August 2000 until June 2005. Mr. Krueger's qualifications to serve on our Board of Directors include his leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management team at a global manufacturer of mining equipment.

CORPORATE GOVERNANCE

Board Leadership Structure

        Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Our bylaws and Corporate Governance Guidelines provide us with the flexibility to combine or separate these roles, and our Board reserves the right to vest the responsibilities of the Chief Executive Officer and Chairman in different individuals or in the same individual depending on our Board's judgment as to the best interests of our Company.

        Previously, Mr. Janik had served in the combined role of Chairman and Chief Executive Officer. On January 1, 2019, Mr. Janik transitioned from his role as our Chief Executive Officer to our Executive Chairman and Mr. McCormick was appointed as our new Chief Executive Officer and as a member of our Board. As a part of this transition, our Board determined that it was in the best

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interests of our Company for the roles of Chairman and Chief Executive Officer to be separated. Our Board believes that Mr. Janik is the person best qualified to serve as our Executive Chairman in light of his having served as our Chairman and Chief Executive Officer, his extensive experience and qualifications with our Company and within our industry and in-depth knowledge of our markets and customer base. Our Board also believes that having Mr. Janik serve as our Executive Chairman will allow him to leverage his prior knowledge as our former Chief Executive Officer to provide strategic leadership on our Board while supporting Mr. McCormick's transition to the role of Chief Executive Officer.

        In the circumstance where the responsibilities of the Chief Executive Officer and Chairman are vested in the same individual, or where the Chairman is not considered independent, the Board of Directors will designate a Lead Independent Director from among the independent directors to preside over the executive sessions of the non-employee directors.

        Currently, our Board believes it is in the best interests of our Company for the roles of Chairman and Chief Executive Officer to be combined and to appoint a Lead Independent Director from among our independent directors. Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our company, streamlines accountability for our performance and facilitates our Board's efficient and effective functioning. Further, our Board believes that Mr. Janik, our President and Chief Executive Officer, is the person best qualified to serve as our Chairman in light of his extensive experience and qualifications within our industry and in-depth knowledge of our markets and customer base. Our Board also believes that having Mr. Janik serve as both our President and Chief Executive Officer and our Chairman will allow him to leverage the information gained from both roles to lead our Company most effectively.

Mr. Staley has served as our Lead Independent Director since 2014. Mr. Staley was selected for this position because of his service on our Board since 2010, his leadership experience at a publicly held company and his background in the transportation industry as a member of senior management of a transportation service provider.

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        Our Lead Independent Director's responsibilities, as set forth in our Corporate Governance Guidelines, include:

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presiding at all meetings of the Board of Directors in the event of the absence of the Chairman of the Board;



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presiding at all executive sessions of the independent directors;



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serving as a liaison between the Chairman of the Board and the independent directors;



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facilitating information flow and communication among the directors, including approving (i) agendas for meetings of the Board of Directors, (ii) scope of information being provided to the directors and (iii) meeting schedules, to ensure allotted time is sufficient for discussion; and



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being available for consultation and direct communication with major stockholders if requested by such stockholders.

        Our Lead Independent Director also has the authority to call meetings of the independent directors.

        Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our company, streamlines accountability for our performance and facilitates our Board's efficient and effective functioning.

Risk Management and Oversight

        Our full Board of Directors oversees our risk management process. Our Board oversees a company-wide approach to risk management, carried out by management. Our full Board determines the appropriate risk for our company generally, assesses the specific risks we face, including cyber security risks, and reviews the steps taken by management to manage those risks.

        While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks as well as financial risks and is also responsible for overseeing potential conflicts of interests. Our Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of the Board of Directors. Pursuant to the Board's instruction, management regularly

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reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board and its committees.

Environmental, Social and Governance Matters

        We believe that sound corporate citizenship and attention to environmental, social and governance ("ESG") principles are essential to our success. We are committed to operating with integrity, contributing to the local communities surrounding our offices and facilities, promoting diversity and inclusion, developing our employees, focusing on sustainability and being thoughtful environmental stewards. Our Board provides oversight of management's efforts around these ESG topics and is committed to supporting the Company's efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. Among the ways in which we have demonstrated our commitment to ESG matters are the following:

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Commitment to minimizing adverse impacts to the environment, including utilizing recycling programs and energy efficient lighting throughout our facilities. As an example, through the Douglas Dynamics Management System ("DDMS"), continuous improvement initiatives lead to waste reduction and energy efficiency.



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Creation of a strong corporate culture that promotes the highest standards of ethics and compliance for our business, including a Code of Business Conduct and Ethics that sets forth principles to guide employee, officer and director conduct.



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Commitment to the local communities where our facilities are located, including supporting various non-profits, charities and other community programs throughout the United States.



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Employee development and training opportunities, including using DDMS to educate employees on lean initiatives and to provide them the necessary tools to identify areas for waste reduction and other process improvements.



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Equal employment opportunity hiring practices, policies and management of employees.



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Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, prohibits sexual harassment in any form, details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment.



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Commitment to fostering and promoting an inclusive and diverse work environment.



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Maintenance of a whistleblower policy providing for confidential reporting of any suspected violations of policy.



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Promotion of environmental awareness and education throughout all levels of the Company, including evaluating our materials for conflict minerals and holding our suppliers to the highest ethical and quality standards.

Board Meetings

        Our Board held six meetings in 20172018 and the non-management directors of our Board met in executive session six times in 2017.2018. Each of the directors currently serving on our Board attended at least 75% of the aggregate of the number of meetings of the Board held in 20172018 and the total number of meetings held by each committee of the Board on which such director served during the period in which the director served on the Board or the applicable committee in 2017.2018. We strongly encourage our directors to attend the annual meeting of stockholders each year. All of our directors attended the annual meeting of stockholders in 2017.2018.

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Corporate Governance and Independent Directors

        Our Board has in effect Corporate Governance Guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The Corporate Governance Guidelines are available, free of charge, on our website, www.douglasdynamics.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of,

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this proxy statement or any other report or document on file with or furnished to the Securities and Exchange Commission ("SEC").

        The Corporate Governance Guidelines provide that a majority of the members of the Board must be independent directors under the listing standards of the NYSE. An "independent" director is a director who meets the NYSE definition of independence, as determined by the Board. Pursuant to the Guidelines and the requirements of the NYSE, the Board has affirmatively determined by resolution that none of Messrs. Staley, Packard, Sturdivant or Krueger or Ms. Dano has any material relationship with the Company, and, therefore, each is independent in accordance with the NYSE listing standards. The Board will regularly review the continuing independence of the directors.

Communications with the Board

        Interested persons may contact any individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending a written communication to the Company's Corporate Secretary at Douglas Dynamics, Inc., 7777 North 73rd Street, Milwaukee, Wisconsin 53223. Each communication should specify the applicable addressee or addressees as well as the general topic of communication. The Board has instructed the Corporate Secretary to review such correspondence and, in her discretion, not to forward items if she deems them to be of a commercial or frivolous nature or otherwise inappropriate. Concerns about questionable accounting or audit matters or possible violations of the Company's Code of Business Conduct and Ethics should be reported pursuant to the procedures outlined in the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics is available on our website (www.douglasdynamics.com).

Board Committees

        Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees has the responsibilities set forth in formal written charters adopted by our Board. Copies of each of these charters are available on our website (www.douglasdynamics.com).

Audit Committee

        The Audit Committee is comprised of Messrs. Staley, Packard, Sturdivant and Krueger and Ms. Dano, and is chaired by Mr. Krueger. Our Board has determined that Mr. Krueger is an "audit committee financial expert" as defined by the SEC. This committee is generally responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm; evaluation of our independent registered public accounting firm's qualifications, independence and performance; review and approval of the scope of our annual audit and audit fee; review of our critical accounting policies and estimates; review of the results of our annual audit and our quarterly consolidated financial statements; and oversight of our internal audit function. The Audit Committee met four times during 2017.2018.

        In accordance with Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and the listing standards of the NYSE, all of our Audit Committee members are independent within the meaning of Rule 10A-3 under the Exchange Act and the listing standards of the NYSE.

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Compensation Committee

        The Compensation Committee is comprised of Messrs. Staley, Packard, Sturdivant and Krueger and Ms. Dano, and is chaired by Mr. Sturdivant. This committee is generally responsible for oversight of our overall compensation structure, policies and programs; review and approval of the compensation programs applicable to our executive officers; administering, reviewing and making recommendations

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with respect to our equity compensation plans; and reviewing succession planning for our executive officers. The Compensation Committee met four times during 2017.2018. In accordance with the listing standards of the NYSE, all of our Compensation Committee members are independent within the meaning the listing standards of the NYSE.

        Our Compensation Committee's role and duties are set forth in the Compensation Committee's charter. Among other things, the Compensation Committee has responsibility to do the following:

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oversee our overall compensation structure, policies and programs;



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assess whether our compensation structure establishes appropriate incentives for management and employees;



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administer and make recommendations to our Board of Directors on equity- and incentive-based compensation plans that require approval from our Board of Directors;



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review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive Officer's compensation level based on this evaluation;



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oversee the evaluation of the other executive officers and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer;



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approve stock option and other stock incentive awards for executive officers;



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review and approve the design of other benefit plans pertaining to executive officers;



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review and recommend employment agreements and severance and change of control arrangements for our executive officers;



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approve, amend or modify the terms of any compensation or benefit plan that does not require stockholder approval;



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review and discuss with management our Compensation Discussion and Analysis and related disclosures that SEC rules require be included in our annual report and proxy statement, recommend to our Board of Directors based on the review and discussions whether the Compensation Discussion and Analysis should be included in the annual report and proxy statement and prepare the compensation committee report required by SEC rules for inclusion in our annual report and proxy statement;



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determine and recommend to our Board of Directors a desired frequency, if any, for the advisory stockholder vote on the compensation of our named executive officers (the "say on pay" vote) to be recommended to stockholders at the annual meeting at least once every six years in accordance with applicable law, SEC rules and NYSE listing requirements and prior stockholder votes on this subject;



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oversee our response to the outcome of stockholder votes on say on pay and the frequency of say on pay; and



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review and oversee risks associated with our compensation policies and practices.

        Under its charter, the Compensation Committee may delegate authority to a subcommittee consisting of no fewer than two members of the Compensation Committee. In 2016, theThe Compensation Committee maintained such a subcommittee consisting of Messrs. Staley, Packard and Krueger and Ms. Dano and delegated to it certain responsibilities of our Board of Directors and the Compensation Committee with respect to equity-based awards to and transactions with our officers intended to be exempt from Section 16(b) of the Exchange Act and to perform other duties delegated from time to time by our Board of Directors or the Compensation Committee. Each of Messrs. Staley, Packard and

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Krueger and Ms. Dano meets the requirements to be considered a "non-employee director" within the meaning of Section 16 of the Exchange Act. In 2017, the Compensation Committee elected to disband this subcommittee after determining that no member of the Compensation Committee had been involved in a related party transaction with the Company, and, as a result, equity-based awards to and transactions with our officers intended to be exempt from Section 16(b) of the Exchange Act could be approved by the full Compensation Committee without the need for a separate subcommittee.

        The Compensation Committee has not delegated its authority as it relates to the compensation of executive officers and does not currently intend to do so. Our executive officers do not currently play a direct role in determining the amount or form of executive officer or director compensation. Our Chief Executive Officer and Chief Financial Officer, however, attend meetings (other than executive sessions) of the Compensation Committee at the invitation of the Compensation Committee, make recommendations to the Compensation Committee concerning compensation of our executive officers (other than themselves) and assist the Compensation Committee in evaluating the performance of our executive officers (other than themselves).

        The Compensation Committee has the authority under its charter to retain, obtain the advice of and terminate compensation consultants, outside counsel, other experts and other advisors to assist it. It may, however, select such advisors only after taking into consideration all factors relevant to the advisors' independence from management, including those specified in the NYSE Listed Company Manual. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the Compensation Committee, and we provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to advisors retained by the Compensation Committee.

        The Compensation Committee has engaged an independent compensation consultant, Frederic W. Cook & Co, Inc. ("FW Cook"), to provide advice in connection with its decisions regarding executive compensation, as described in further detail under "Executive Compensation—Compensation Discussion and Analysis." In 2017,2018, the Committee engaged FW Cook to provide advice in connection with its consideration of potential changes to our short-term and long-term incentive plans and to provide advice to our Nominating and Corporate Governance Committee in connection with its consideration of potential changes toconcerning the compensationdesign of our independent directors, resulting inexecutive compensation programs, the changes described below under "Executive Compensation—Compensation DiscussionCommittee's administration of those programs and Analysis—Director Compensation".market practice concerning compensation for the executive chair position. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and NYSE listing standards and concluded that FW Cook's work for the Compensation Committee does not raise any conflict of interest. Except for these engagements,this engagement, the Compensation Committee did not otherwise retain a compensation consultant for purposes of determining executive officer and director compensation for 2017,2018, and FW Cook did not provide any other services to our company.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee is comprised of Messrs. Staley, Packard, Sturdivant and Krueger and Ms. Dano, and is chaired by Ms. Dano. This committee is generally responsible for recruiting and retaining qualified persons to serve on our Board of Directors, including proposing such individuals to our Board of Directors for nomination for election as directors; evaluating the performance, size and composition of our Board of Directors; establishing procedures for the consideration of Board of Director candidates recommended by the Company's stockholders; assessing the independence of each member of our Board of Directors; reviewing the compensation of directors for service on our Board of Directors and its committees and recommend to the full Board changes in compensation; and overseeing our compliance activities. The Nominating and Corporate Governance Committee met four times during 2017.

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        The Nominating and Corporate Governance Committee identifies nominees for director based upon suggestions by non-employee directors, management members or stockholders. The selection criteria for membership on our Board include, at a minimum, the following: (i) personal and professional ethics and integrity; (ii) specific business experience and competence, including an assessment of whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of a publicly-traded company; (iii) financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements; (iv) educational background; and (v) whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the Board. The Committee considers these

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criteria in the context of the perceived needs of the Board as whole and seeks to achieve a diversity of experience, opinion and occupational and personal backgrounds on the Board.

        The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders based upon the same criteria as applied to candidates identified by our Board or our management. Recommendations should be directed to the committee in care of our Corporate Secretary. Under our Bylaws, stockholder nominations of directors must be received by us at 7777 N. 73rd Street, Milwaukee, WI 53223, directed to the attention of the Corporate Secretary, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders and any such nominations must contain the information specified in our Bylaws. The deadline for submission of nominations for the Annual Meeting has passed. Candidate submissions by stockholders for our 20192020 annual meeting of stockholders must be received by us no later than January 31, 20192020 and no earlier than January 1, 2019.2020.

Policies and Procedures Governing Related Person Transactions

        Our Board has adopted written policies and procedures regarding related person transactions. These policies and procedures require the review and approval of all transactions involving us or any of our subsidiaries and a related person in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year and (ii) a related person has or will have a direct or indirect interest (other than solely as a result of being a director or less than 10% beneficial owner of another entity) prior to entering into such transaction.

        For purposes of the policy, related persons include our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as immediate family members and entities they control. In reviewing such transactions, the policy requires our Audit Committee to consider all of the relevant facts and circumstances available to the Audit Committee, including the extent of the related person's interest in the transaction and whether the relationship should be continued or eliminated. In determining whether to approve a related party transaction, the standard applied by the Audit Committee is whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and whether or not a particular relationship serves the best interest of our company and our stockholders. In addition, the policy delegates to the chair of the Audit Committee the authority to pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $1,000,000.

        Effective February 20, 2018, Andrew Dejana became an executive officer of the Company. In 2016, we entered into lease agreements at the time of the close of the Dejana acquisition with parties that are affiliated with the former owners of Dejana and are still employed by the Company post-acquisition, including Mr. Dejana. The related parties continue to own certain land and buildings where the Company conducts business. We paid $1,796,000$1,923,000 in lease payments to Mr. Dejana and parties related to Mr. Dejana in the year ended December 31, 2017.

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        Additionally, the Dejana purchase agreement includes contingent consideration in the form of an earnout capped at a maximum of $26,000,000. Under the Dejana purchase agreement, the former owners of Dejana, including Mr. Dejana, are entitled to receive payments contingent upon the revenue growth and financial performance of the Dejana business for the years 2016, 2017 and 2018. Based on the results of the Dejana business for the year ended December 31, 2016,2018, the possible range of outcomes was reduced to a maximum earnout of $21,487,000. We made andid not make any earnout payment to the former owners of Dejana, including Mr. Dejana of $5,487,000 in the year ended December 31, 2017.2018. The earnout agreement was amended on September 20, 2017 to extend the earnout measurement periods for an additional two years, namely the fiscal years ended December 31, 2019 and December 31, 2020, with the potential for the former owners of Dejana to earn up to 50% of the remaining earnout payments unearned based on the original earnout targets and measurement periods.

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        The Audit Committee ratified these payments to Mr. Dejana, and approved in advance expected payments of $2,200,000 to Mr. Dejana and parties related to him in 2018, prior to the time that Mr. Dejana was elected to serve as an executive officer of the Company.

Compensation Committee Interlocks and Insider Participation

        None of the members of our Compensation Committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.

Certain Relationships and Related Party Transactions

        ThereOther than the transactions with Andrew Dejana related to the Dejana acquisition and described above under "Policies and procedures Governing Related Party Transactions," there were no transactions since December 31, 20162017 to which we have been a party in which the amount involved in the transaction exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Significant Stockholders

        The following table sets forth the beneficial ownership of our common stock as of the Record Date (or such other date as is indicated) by each person who is known to us to be the beneficial owner of more than 5% of our outstanding common stock as of the Record Date (or such other date). Beneficial ownership of these shares consists of sole voting power and sole investment power except as noted below.

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Executive Officers and Directors

        The following table sets forth the beneficial ownership, as of the Record Date, of our common stock by each of our directors, each of our current named executive officers (see "Compensation Discussion and Analysis" below), and by all of our current directors and executive officers as a group.

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Beneficial ownership of these shares consists of sole voting power and sole investment power except as noted below.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

        We are home to some of the most trusted brands in the industry and are a premier North American manufacturer and up-fitter of commercial work truck attachments and equipment. Our portfolio of products and services is separated into two segments: First, the work truck attachments segment, which includes manufactured snow and ice control attachments sold under the FISHER®, HENDERSON®, SNOWEX® and WESTERN® brands. Second, the work truck solutions segment, which includes the up-fit of market leading attachments and storage solutions for commercial work vehicles under the DEJANA® brand and its related sub-brands.

        We believe our business benefits from an exceptional management team that is responsible for establishing our leadership in the snow and ice control equipment industry for light trucks. Our senior management team consisting of six officers in 2017, has an average of approximately seventeeneighteen years of weather-related industry experience and an average of over eleventen years with our Company. James L. Janik, who became our Executive Chairman President and Chief Executive Officer, has been with us for over 24 years and has servedon January 1, 2019 after serving as our President and Chief Executive Officer since 2000,2004 and as our Chairman since 2014, has been with us for over 25 years, and through his strategic vision we have been able to expand our distributor network and grow our market leading position. Robert L. McCormick, who became our President and Chief Executive Officer on January 1, 2019 after serving as our Chief Operating Officer since 2017 and our Executive Vice President and Chief Financial Officer from 2004 to 2017, has been with us for over 15 years. We have sought to establish competitive compensation programs that enable us to attract and retain skillful, experienced and dedicated executive officers as well as to motivate management to maximize performance while building stockholder value.

        Our named executive officers for 20172018 were James L. Janik, who served as our Chairman, President and Chief Executive Officer until he became our Executive Chairman on January 1, 2019; Robert L. McCormick, who served as our Chief Operating Officer until he was appointed our President and Chief Executive Officer; Robert McCormick, who we promoted from Executive Vice President and Chief Financial Officer to Chief Operating Officer during 2017;on January 1, 2019; Sarah C. Lauber, who we hired in 2017 to succeed Robert McCormick as our Chief Financial Officer and Secretary; Keith Hagelin, President, Commercial Snow & Ice; Mark Adamson, Executive Viceand Andrew Dejana, President, Commercial SnowDejana Truck & Ice; and Jonathon Sievert, who was promoted to the position of President, Municipal Snow & Ice in 2017.Utility Equipment.

20172018 Say on Pay Vote

        In May 20172018 (after the 20172018 executive compensation actions described in this Compensation Discussion and Analysis section had taken place), we held an advisory stockholder vote on the compensation of our named executive officers at our annual stockholders' meeting. Consistent with the recommendation of our Board of Directors, our stockholders approved our executive compensation, with more than 96%97% of votes cast in favor. The Compensation Committee considered these voting results and, consistent with the strong vote of stockholder approval they represented, elected not to undertake any material changes to our executive compensation programs in response to the outcome of the vote.

Developments Affecting 20172018 Compensation

        WeIn November 2017, our Compensation Committee approved changes to our long-term incentive program for 2018 to more closely align our grant practices with respect to performance-based equity with market practice. Prior to 2018, we granted our named executive officers a number of performance share units based on the results of the prior two years of historical financial performance and the results of one year of forward financial performance. Following the end of the performance period, the

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performance share units would be subject to an additional two years of time-based vesting requirements.

        Beginning with the grants made in March 2018, the performance period and vesting period for our performance share units will coincide. The performance share units that we granted during March 2018 will vest based on our achievement of performance goals over the 2018-2020 performance period, and will be paid out, if earned, shortly after the end of the performance period.

        Our Compensation Committee also made changes to the cumulative performance metrics used for our 2018 performance share unit grants, moving from 100% free cash flow to 50% adjusted earnings per share and 50% return on net assets, and set the minimum threshold performance for the performance share units granted in 2018, under which the minimum payout will be earned, at 50% of target for each performance metric, and the maximum threshold performance, over which the maximum payout will be earned, at 150% of target for each performance metric.

        Other than the changes to our long-term incentive program described above, we did not make significant changes to our compensation programs in 2017.2018. The primary actions that we took in 20172018 with respect to the compensation of our named executive officers were the following:

•

The Compensation Committee made decisions regarding the base salaries of each of our named executive officers.



•

The Compensation Committee established performance goals and target awards under our annual incentive plan ("Annual Incentive Plan"). In 2017, the Compensation Committee decided, for the first time, to base payouts under our Annual Incentive Plan to some of our named

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executive officers solely upon the performance of one of our business reporting units, rather than on the performance of our business as a whole. We made this change to better align such executives' pay with the performance of the business reporting unit that is within such executives' control.

•

The Compensation Committee made annual grants of performance share units and time-vesting restricted stock units under our 2010 Stock Incentive Plan ("2010 Stock Plan").

Chief Executive Officer Transition

        As previously disclosed, on January 1, 2019, Mr. Janik transitioned from his position as our President and Chief Executive Officer to Executive Chairman, and Mr. McCormick, who had served as our Chief Operating Officer since 2017, succeeded Mr. Janik as President and Chief Executive Officer The compensation actions taken in connection with this transition are described below under "2019 Compensation Actions in Connection with Chief Executive Officer Transition."

Other Highlights of Our Compensation Programs

        We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our Company, including, in addition to the examples listed above, the following:

•

The key components of our compensation program for our named executive officers for 20172018 were base salary, annual cash incentive awards under our Annual Incentive Plan, long-term incentive awards under our long-term equity program and other compensation consisting primarily of matching 401(k) contributions, the salaried employee pension plan, health and welfare benefits and other perquisites.



•

We pay for performance, offering our named executive officers the opportunity to earn a substantial amount of variable compensation based on our profitability and free cash flow.



•

We set compensation programs to focus our named executive officers on both our short and long-term Company performance by providing a mix of both short and long term compensation in the form of our Annual Incentive Plan and our equity compensation program.



•

We do not provide "single trigger" change of control severance, which means that, for an executive officer to receive severance benefits under an employment agreement, in addition to

the change in control there must be some adverse change in the circumstances of the executive officer's employment.



•

Our equity compensation plan does not permit repricing of stock options without stockholder approval.



•

We periodically review our pay practices to ensure that they do not encourage excessive risk taking.



•

We do not guarantee salary increases or bonuses for our executive officers.

Objectives of our Compensation Programs

        We believe that a skilled, experienced and dedicated senior management team is essential to the future performance of our Company and to building stockholder value. We have sought to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities as well as to motivate management to maximize performance while building stockholder value.

        We compensate our named executive officers through both short term cash programs, including annual salary and an annual incentive plan, and long term incentive programs, reflecting a mix of fixed and variable compensation. Although our compensation program provides for a mix of both short and long term compensation and cash and non-cash compensation, we do not have any specific policy on those allocations. Our compensation philosophy is centered on providing an opportunity for an executive's total annual compensation to exceed what we believe is the general market level of compensation for similar executive roles. Our business is subject to variability of earnings due to year-to-year variations in snowfall. Accordingly, we have designed our compensation program to provide for a competitive annual salary while offering our named executive officers the opportunity to

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earn a substantial amount of variable compensation based on our profitability and free cash flow. This program aligns named executive officer compensation with our variable earnings model and is intended to differentiate us from our competitors when attracting and motivating our executives.

Role of the Compensation Committee and Management in the Compensation—Setting Process

        Our Compensation Committee's role in reviewing and approving executive compensation includes the duties and responsibilities set forth in the Compensation Committee's charter. Among other things, the Compensation Committee has responsibility to do the following:

•

oversee our overall compensation structure, policies and programs;



•

assess whether our compensation structure establishes appropriate incentives for management and employees;



•

administer and make recommendations to our Board of Directors on equity- and incentive-based compensation plans that require approval from our Board of Directors;



•

review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive Officer's compensation level based on this evaluation;



•

oversee the evaluation of the other executive officers and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer;



•

approve stock option and other stock incentive awards for executive officers;



•

review and approve the design of other benefit plans pertaining to executive officers;



•

review and recommendapprove employment agreements and severance and change of control arrangements for our executive officers;

Stock Plan. The Compensation Committee decided to implement our long-term incentive program because it believes that long-term incentives are an essential part of our total compensation package, which is intended to promote ownership, higher performance and ultimately higher stockholder return, and in view of its goal for long-term compensation of furthering four key objectives:

•

Pay for Performance:  Emphasize variable compensation that is linked to our performance, as measured by our profitability and free cash flow, in an effort to generate and reward superior corporate performance



•

Alignment of Interests:  Use free cash flow as the key performance metric, linking executives' incentive goals with the interests of our stockholders



•

Long-Term Success:  Support and reward executives for consistent performance over time and achievement of our long-term strategic goals



•

Retention:  In a seasonal business model with potential dramatic swings in profitability, attract and retain highly qualified executives whose abilities are critical to our success and competitive advantage

        TheIn November 2017, our Compensation Committee determinesapproved changes to our long-term incentive program for 2018 to more closely align our grant practices with respect to performance-based equity with market practice. Prior to 2018, we granted our named executive officers a number of performance share units based on the results of the prior two years of historical financial performance and the results of one year of forward financial performance. Following the end of the performance period, the performance share units would be subject to an additional two years of time-based vesting requirements. Beginning with the grants made in March 2018, the performance period and vesting period for our performance share units will coincide. The performance share units that we granted during March 2018 will vest based on our achievement of performance goals over the 2018-2020 performance period, and will be paid out, if earned, shortly after the end of the performance period.

        Our Compensation Committee also made changes to the cumulative performance metrics used for our performance share unit grants, moving from 100% free cash flow to 50% adjusted earnings per share and 50% return on net assets, and set the minimum threshold performance for the performance share units granted in 2018, under which the minimum payout will be earned, at 50% of target for each performance metric, and the maximum threshold performance, over which the maximum payout will be earned, at 150% of target for each performance metric.

        Our Compensation Committee determined the target aggregate value of 2018 stock-based awards to grant to each offor our named executive officers aswith reference to a percentage of the executive officer's base salary. For 2017, theThe Compensation Committee increased Mr. Janik'sset the target award value to values for each named executive officer as follows: Mr. Janik—150% of base salary because FW Cook's 2017 report relating to Chief Executive Officer compensation showed thatsalary; Mr. Janik's long term incentive value was below market compared to other companiesMcCormick—100% of similar size. For Mr. McCormick, Mr. Hagelinbase salary; Ms. Lauber and Mr. Adamson, the Compensation Committee kept their target grant value the same as in 2016 based on its belief that their total direct compensation was at a competitive level. Upon Ms. Lauber's hire, the Compensation Committee set her target grant value at Hagelin—75% of base salary; and Mr. Dejana—50% of base salary. However, our Compensation Committee also recognized that, due to an unusual run-upthe change in stock price between Ms. Lauber's datethe time of hirevesting under the long-term incentive program for 2018, named executive officers will receive fewer vested performance share units in Augustfiscal years 2019 and 2020 compared with the date her award was granted in November,prior grant structure. To adjust for this shortfall and to continue to provide competitive compensation levels, the Compensation Committee actually awarded herelected to grant a one-time increase of the target grant value equal to 93%award values for each named executive officer by a specific percentage in 2018: Mr. Janik—90% of base salary so as to provide her with the same numbersalary; Mr. McCormick—60% of shares that she would have received if the grant had been made on her datebase salary; Ms. Lauber and Mr. Hagelin—45% of hire. The Compensation Committee increasedbase salary; and Mr. Sievert's grant value upon his promotion to an executive officer in recognitionDejana—30% of his increased responsibilities.base salary.

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        TheAs a result, the target aggregate value of stock-based awards as a percentage of base salary for 20172018 were as follows, except that Ms. Lauber's target grant value was pro-rated to reflect that she was only employed by us for a portion of 2017.follows.

        The Compensation Committee chose the mix of performance-vested versus time-vested stock grants based on the Company's historical mix of 40% retention and 60% performance share units, which mix was influenced in part by the Committee's recognition of the inherent snowfall-related performance volatility of the Company's business.

        Performance Share Units.    The performance share units granted in 20172018 made up 60% of the total long-term incentive award opportunity for our named executive officers. The target number of units

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granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. The threshold, target and maximum number of performance share units subject to these awards for our named executive officers were as follows:

        The performance goalgoals for the performance share units granted in 2016 was the sum of target2018 are three-year cumulative free cash flowadjusted earnings per share ("FCF"EPS") for each single year during the 2014-2016, weighted 50%, and three-year cumulative return on net assets ("RONA"), weighted 50%. These goals represented a change from previous performance period.share units, which were based on three-year cumulative FCF. Our FCFEPS is defined as cash generated by operating activities, less net cash used in investing activities,adjusted earnings per share as reported, adjusted for other non-recurring items,expenses, as approved by the Compensation Committee. The targetOur RONA is defined as cumulative FCF for 2015, 2016 and 2017 was $36.5 million, $46.6 million, and $53.4 million, respectively. The sum of these, which constituted the target level performance goalnet income for the performance share units, was $136.5 million. The threshold level of cumulative FCF for the performance share units was $63.2 million. The maximum level of cumulative FCF for the performance share units was $183.5 million. If our actual cumulative FCF for 2015-2017 met or exceeded $63.2 million, then the threshold number of performance share units would be earned. If our actual cumulative FCF for 2015-2017 met or exceeded $136.5 million, then the target number of performance share units would be earned. If our actual cumulative FCF for 2015-2017 met or exceeded $183.5 million, then the maximum number of performance share units would be earned.

        Any performance share units earned based on our cumulative FCF performance are subject to additional time-vesting, as follows: one-third of the earned units were vested on the last daythree fiscal years of the performance period two-thirdsdivided by the average of net assets on four distinct dates: the first day of the earned units will vest on the first anniversary of the last dayfiscal year of the performance period and the remaining one-thirdlast day of each of the earned units will vest on the second anniversary ofthree applicable fiscal years in the performance period.

        Our cumulative FCF for 2015-2017, For purposes of our RONA definition, net income is defined as adjusted net income as reported, adjusted for other non-recurring items andexpenses, as approved by the Compensation Committee, was $165.9 million, or 121.5%Committee. Also for purposes of target. As a result, the following number of performance share units were earned, subject to continued time-vestingour RONA definition, net assets is defined as described above:current assets, excluding cash, plus net fixed assets, less current liabilities.

        Time-Vesting Restricted Stock Units.    The time-vesting restricted stock units made up the remaining 40% of the total long-term incentive award opportunity for our named executive officers and vests ratably over the three years following the grant date, contingent on continued employment.employment or a qualifying retirement. The number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date.

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Updates to Our Long Term Equity Program for 2018

        In November 2017, the Compensation Committee approved changes to our Long Term Equity Program to better align our grant practices with respect to performance-based equity with market practice. Historically, including in 2017, we granted our named executive officers a number of performance share units based on two years of historic financial performance and one year of forward-looking financial performance. For example, in 2017, the number of performance share units that our named executive officers earned was based on our performance over the three year performance period 2015-2017. Then, following the end of the performance period, the performance share units would be subject to an additional two years of time-based vesting requirements, such that our performance share units that we granted in 2017 will not vest until 2019. Beginning with the grants made in March 2018, the performance period and vesting period for our performance share units will coincide. For example, the performance share units that we granted during March 2018 will vest based on our achievement of performance goals over the 2018-2020 performance period, and will be paid out, if earned, shortly after the end of the cumulative performance period. Our Compensation Committee also made changes to the cumulative performance metrics used for our performance share unit grants, moving from 100% free cash flow to 50% earnings per share and 50% return on net assets.

Other Compensation

        In addition to their base salaries and awards under incentive plans described above, our named executive officers receive matching contributions under our 401(k) plan in the same manner as all of our employees who participate in the plan. During 2017,2018, for Messrs. Janik, McCormick and Hagelin we matched 20% of aeach participant's pre-tax contributions up to the first 5% of such participant's base salary up to the maximum allowed by the plan. We also made an automatic contribution of 3% of pay

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to allsuch participants' accounts in the 401(k) plan. Beginning in 2013,During 2018, for Ms. Lauber and Mr. Dejana, we addedmatched 50% of each participant's pre-tax contributions up to the first 6% of such participant's base salary up to the maximum allowed by the plan. Effective for the 2019 plan year, we modified our standard matching contribution under the 401(k) plan to be 100% of participants' pre-tax contributions up to the first 3% of base salary and 50% of such contributions over 3% up to 6% of base salary. We also maintain a Company stock fund toin the 401(k) plan allowing employees to direct up to 20% of their 401(k) account balance into the fund.

        The named executive officers were eligible to participate in the Douglas Dynamics, L.L.C. Salaried Pension Plan on the same basis as our other salaried employees during 2017.2018. Effective as of January 1, 2012, the Douglas Dynamics, L.L.C. Salaried Pension Plan was frozen as to non-grandfathered participants (those with less than five years of service) and the benefit formula was reduced for grandfathered participants (those with five or more years of service). As a result of these changes, the tax-qualification rules under the Code applicable to this Plan will no longer permit certain of our highly compensated employees, including our named executive officers, to continue to accrue benefits under the Plan. In response to this limitation, in November 2011, we adopted a new deferred compensation plan, the Douglas Dynamics Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan"), in which our named executive officers are eligible to participate, to serve in part as a vehicle to provide replacement benefits to these executive officers. The Deferred Compensation Plan permits us to make discretionary contributions to the accounts of participants, and in 20172018 we made annual contributions having an actuarial equivalent value of the annual pension accrual that participants lost as a result of being unable to continue participating in the Douglas Dynamics, L.L.C. Salaried Pension Plan. We expect to make similar contributions in the future. The amounts that we contributed to the accounts of our named executive officers in 20172018 having such an actuarial value are set forth in the column titled "All Other Compensation" in the "Summary Compensation Table." The Deferred Compensation Plan also permits participants to defer on an elective basis up to 80% of their respective base salaries and up to 100% of their respective bonuses and performance-based compensation, although our Board of Directors has not authorized such deferrals at this point in time. For further description of the Deferred Compensation Plan, please see below under "—Narrative Disclosure to Non-Qualified Deferred Compensation for 20172018 Table."

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care plan, disability insurance, vacation and sick leave, and other similar plans. In addition, our named executive officers also receive supplemental life, long-term disability coverage and reimbursementcompany-paid or reimbursed executive physicals. Mr. Dejana was permitted to use a company car for executive physicals.personal use. Other than the supplemental life and long-term disability coverage described in this paragraph, our named executive officers received no perquisites in 2017. None of2018. Of our named executive officers, only Mr. McCormick received reimbursement foran executive physicalsphysical in 2017.2018.

Severance and Change of Control Arrangements

        Messrs. Janik, McCormick, Hagelin and AdamsonDejana and Ms. Lauber are parties to employment agreements. Under each of these employment agreements, the named executive officer is eligible for severance benefits. For the named executive officers other than Mr. Dejana, the severance benefits consistingon a qualifying termination of employment consist of base salary continuation (ranging(generally ranging from twelve to 24 months), paid COBRA coverage for twelve months and accelerated vesting of a portion of the executive's then outstanding stock options if his employment is terminated by us without cause or if the executive resigns due to a material breach by us. For Mr. Dejana, the severance benefits on a qualifying termination consist of accrued and unpaid benefits and bonus and base salary continuation for the remainder of the term then in effect. Additionally, Mr.during 2018, Messrs. Janik and McCormick and Ms. Lauber arewere entitled to receive a pro-rated portion of his or her annual bonus under the

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Annual Incentive Plan if his or her employment is terminated for any reason other than a termination by us for cause or resignation other than for a material breach.

        We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view these benefits as appropriate for the named executive officers who may not be in a position to readily obtain comparable employment within a reasonable period of time.

        Additionally,As described below under "2019 Compensation Actions in Connection with Chief Executive Officer Transition" and "Narrative Disclosure to Summary Compensation Table for Year Ended December 31, 2018 and Grants of Plan Based Awards in Year 2018 Table," we entered into amendments to the eventemployment agreements of a change of control (as defined in the option award agreements), all of the unvested options held by Messrs. Janik and Adamson would become fully vested.McCormick in connection with their transitions to new positions on January 1, 2019 and subsequently restated the agreements in February 2019.

        Please refer to the discussion below under "—Potential Payments upon Termination or Change of Control" for a more detailed discussion of our severance and change of control arrangements.

2019 Compensation Actions in Connection with Chief Executive Officer Transition

        In connection with Mr. Janik's transition to the role of Executive Chairman, we entered into an amendment to Mr. Janik's employment agreement effective as of January 1, 2019 and subsequently restated the agreement in February 2019. Under the agreement as amended and restated, Mr. Janik's salary will be $400,000 per year; he will be provided the opportunity to earn up to an additional $300,000 in performance-based bonus compensation; and, upon retirement, he will be entitled to a pro rata portion of the performance-based bonus he would have earned during the calendar year of his retirement. Additionally, the amendment provides that the date that Mr. Janik ceases to serve as a member of our Board will be deemed the termination date of his employment by retirement. The other terms of Mr. Janik's employment remain materially unchanged and will be governed by the terms of his restated employment agreement as described under "Severance and Change of Control Arrangements."

        In connection with Mr. McCormick's transition to the role of President and Chief Executive Officer, we entered into an amendment to Mr. McCormick's employment agreement effective as of January 1, 2019 and subsequently restated the agreement in February 2019. Under the agreement as amended and restated, Mr. McCormick's salary will be $575,000 per year; he will be provided the opportunity to earn up to an additional 150% of his annual base salary in performance-based bonus compensation; he will be entitled to 24 months of his base salary in severance in the event of his termination by us for cause or his departure for a material breach by us; and, upon retirement, he will be entitled to a pro rata portion of the performance-based bonus he would have earned during the calendar year of his retirement. The other terms of Mr. McCormick's employment remain materially unchanged and will be governed by the terms of his restated employment agreement as described under "Severance and Change of Control Arrangements."

Stock Ownership Guidelines

        One of the key objectives of our executive compensation program is alignment of the interests of our executive officers with the interests of our stockholders. We believe that ensuring that executive officers are stockholders and have a significant financial interest in our Company is an effective means to accomplish this objective. In 2013, ourOur Board of Directors has approved stock ownership guidelines setting levels of ownership of our common stock that our executive officers, including our named executive

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officers, and our non-employee directors are expected to satisfy within five years. The ownership requirements are as follows:

        Newly appointed executive officers and non-employee directors (after the effective date of the guidelines) will have until the fifth anniversary of their appointment to satisfy their ownership requirement. Each of our executive officers and non-employee directors has either satisfied the ownership requirements under the guidelines or has additional time to do so.

Compensation Recovery Policy

        In March 2016, we adoptedWe maintain a compensation recovery policy pursuant to which certain incentive-based compensation received by our executive officers on the basis of financial results that are later restated may be subject to recovery. The incentive-based compensation subject to the policy includes any compensation that is granted, earned or vested based wholly or in part upon the attainment of a

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measure that is determined and presented in accordance with the accounting principles used in preparing our financial statements, any measures that are derived wholly or in part from such measures, or stock price or total shareholder return. We intend to amend the policy as and when necessary to reflect applicable changes in law and stock exchange listing standards, including the requirements of the final regulations and listing standards expected to be promulgated by the SEC.

Anti-Hedging Policy

        Because certain forms of hedging or monetization transactions, such as zero cost collars and forward sale contracts involve the establishment of short positions in our securities and limit or eliminate the ability to profit from an increase in the value of our securities, we maintain a policy prohibiting our executive officers and directors from engaging in any hedging or monetization transactions involving our securities.

Tax Deductibility

        In designing our 20172018 compensation program, the Compensation Committee considered the potential effects of Section 162(m) of the Code on the compensation paid to our named executive officers, and took steps to try and reduce the impact of the limits imposed by Section 162(m).officers. Section 162(m) generally limits the amount of compensation that a publicly held corporation may deduct in any one year with respect to certain executive officers to $1 million. However,Prior to 2018, certain qualifying performance-based compensation approved by stockholders was historically not subject to this deduction limit. To reduce the impact of the $1 million deduction limit, the Compensation Committee had previously adopted a policy that, where reasonably practicable, it would seek to qualify the variable compensation paid to our named executive officers for an exemption from the deductibility limits of Section 162(m), though it reserved the discretion to authorize compensation payments that did not comply with the performance exemptions in Section 162(m) if it believed that such payments were appropriate to attract and retain executive talent. As such, we sought and obtained stockholder approval of certain provisions of the 2010 Stock Plan and the Annual Incentive Plan at the 2014 Annual Meeting for purposes of permitting qualifying compensation awarded under the plans to be qualified as performance-based compensation under Section 162(m) of the Code and thus fully deductible.

As a result of changes made by the Tax Cuts and Jobs Act, starting with our 2018 fiscal year, only performance-based compensation that iswas paid pursuant to a binding contract in effect on November 2, 2017 will beand that otherwise met certain requirements under Section 162(m) was exempt from the $1 million deduction limit. Accordingly, any compensation that we pay in the futureother than pursuant to new compensation arrangements, including awards granted under our 2010 Stock Plan or Annual Incentive Plan after November 2, 2017,such binding contracts will count towards the $1 million deduction limit, even if performance-based. However, theThe Compensation Committee will continue to authorize compensation in excess of the $1 million deduction limit if it believes such payments are appropriate to attract and retain executive talent.

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Summary Compensation Table for Fiscal Year Ended December 31, 20172018

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GrantGrants of Plan-Based Awards in Year 20172018

Narrative Disclosure to Summary Compensation Table for Year Ended December 31, 20172018 and Grants of Plan-Based Awards in Year 20172018 Table

        Certain elements of compensation set forth in the Summary Compensation Table for Year Ended December 31, 20172018 and Grants of Plan-Based Awards for Year 20172018 Table reflect the terms of employment agreements between us and certain of the named executive officers.

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        James L Janik.    We are a party to an employment agreement with Mr. Janik that was originally entered into on March 30, 2004. The2004, amended as of January 1, 2019 and restated as of February 22, 2019. Prior to its amendment and restatement in 2019, the agreement had an initial term of three years, after which it remainsremained effective for successive one-year periodsperiods. The amendment and restatement in 2019 removed the term and successive renewals, such that the agreement will continue until we give or are provided by Mr. Janik with 90 days' notice of termination prior to each successive renewal date.Janik's employment ends. The agreement providesprovided for an initial base salary of $270,000 per year, subject to

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annual increase at the discretion of our Compensation Committee. Pursuant to this provision, Mr. Janik's salary has beenwas increased periodically, most recentlyand was set at $648,912 in 2018. His salary was then set at $400,000 effective January 1, 2019 by the amendment entered into in 2019 in connection with Mr. Janik's transition from President and Chief Executive Officer to $630,000 in 2017.Executive Chairman of the Board of Directors. In addition, pursuant to his employment agreement prior to its amendment and restatement in 2019, Mr. Janik iswas eligible to receive an annual performance bonus of up to 100% of his base salary. As discussed in "—Annual"Annual Incentive Plan," for 20172018 Mr. Janik was eligible to receive an annual performance bonus of up to 150% of his base salary. Following the amendment and restatement of Mr. Janick's employment agreement in 2019, Mr. Janik will be provided the opportunity to earn up to $300,000 in performance-based bonus compensation; and, upon retirement, he will be entitled to a pro rata portion of the performance-based bonus he would have earned during the calendar year of his retirement. We discuss Mr. Janik's transition from President and Chief Executive Officer to Executive Chairman of the Board of Directors and the related changes to his employment agreement above under "2019 Compensation Actions in Connection with Chief Executive Officer Transition."

        Robert L. McCormick.    We are a party to an employment agreement with Mr. McCormick that was originally entered into on September 7, 2004. The2004, amended as of January 1, 2019 and restated as of February 22, 2019. Prior to its amendment and restatement in 2019, the agreement had an initial term of three years, after which it remainsremained effective for successive one-year periodsperiods. The amendment and restatement in 2019 removed the term and successive renewals, such that the agreement will continue until we give or are provided by Mr. McCormick with 90 days' notice of termination prior to each successive renewal date.McCormick's employment ends. The agreement providesprovided for an initial base salary of $195,000 per year, subject to annual review and adjustment at the discretion of our Board of Directors. Pursuant to this provision, Mr. McCormick's salary has beenwas increased periodically, most recently to $450,000and was set at $463,508 in 2017.2018. His salary was then set at $575,000 effective January 1, 2019 by the amendment entered into in 2019 in connection with Mr. McCormick's succession of Mr. Janik as President and Chief Executive Officer. In addition, pursuant to his employment agreement prior to its amendment and restatement in 2019, Mr. McCormick iswas eligible to receive an annual performance bonus of up to 100% of his base salary. As discussed in "—Annual"Annual Incentive Plan," for 20172018 Mr. McCormick was eligible to receive an annual performance bonus of up to 125% of his base salary. Following the amendment and restatement of Mr. McCormick's employment agreement in 2019, Mr. McCormick will be eligible to receive an annual performance bonus of up to 150% of his base salary. We discuss Mr. McCormick's succession of Mr. Janik as President and Chief Executive Officer and the related changes to his employment agreement above under "2019 Compensation Actions in Connection with Chief Executive Officer Transition."

        Sarah C. Lauber.    We are party to an employment agreement with Ms. Lauber entered into on August 28, 2017. The agreement remains effective until we give or are provided by Ms. Lauber with 60 days of notice of termination. The agreement provides for an initial base salary of $360,000 per year, subject to annual review and adjustment at the discretion of our Board of Directors. Pursuant to this provision, Ms. Lauber's salary has been increased periodically, most recently to $370,800 in 2018. In addition, Ms. Lauber is eligible to receive an annual performance bonus of up to 75% of her base salary and an annual equity award grant with a target value equal to 75% of her base salary (though, as discussed in"—Long Term Equity Program," Ms. Lauber actually received in 2017 an annual equity award grant with a target value equal to 93% of her base salary). Both Ms. Lauber's performance bonus and annual equity award were pro-rated for 2017 to reflect the portion of the 2017 calendar year that she was employed by us.salary.

        Keith Hagelin.    We are party to an employment agreement with Mr. Hagelin entered into on June 14, 2010. The agreement remains effective until we give or are provided by Mr. Hagelin with 90 days of notice of termination. The agreement provides for an initial base salary of $215,000 per year, subject to annual review and adjustment at the discretion of our Board of Directors. Pursuant to this provision, Mr. Hagelin's salary was increased to $269,540$298,201 in 2017.2018. In addition, pursuant to his employment agreement, Mr. Hagelin is eligible to receive an annual performance bonus of up to 100% of his base salary. As discussed in "—Annual"Annual Incentive Plan," for 20172018 Mr. Hagelin was eligible to receive an annual performance bonus of up to 125% of his base salary.

        Mark Adamson.    We are a party to an employment agreement with Mr. Adamson entered into on August 27, 2007. The agreement has an initial term of three years, after which it remains effective for successive one-year periods until we give or are provided by Mr. Adamson with 90 days' notice of termination prior to each successive renewal date. The agreement provides for an initial base salary of $205,000 per year, subject to annual review and adjustment at the discretion of our Board of Directors. Pursuant to this provision, Mr. Adamson's salary has been increased periodically, most recently to $279,812 in 2017. In addition, pursuant to his employment agreement, Mr. Adamson is eligible to receive an annual performance bonus of up to 100% of his base salary. As discussed in "—Annual Incentive Plan," for 2017 Mr. Adamson was eligible to receive an annual performance bonus of up to 125% of his base salary.

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        Andrew Dejana.    During 2018, we were party to an employment agreement with Mr. Dejana entered into on July 15, 2016. The agreement had an initial three-year term, after which it would automatically renew for one-year terms unless either party provided 90 days' advance written notice of non-renewal. The agreement provided for an initial base salary of $300,000 per year ($308,500 effective as of January 1, 2017), subject to annual review and adjustment at the discretion of our Board of Directors. If we discontinued Mr. Dejana's use of a company-provided automobile, then his base salary would have been increased by $7,200. Mr. Dejana's base salary was $309,000 for 2018. In addition, pursuant to his employment agreement, Mr. Dejana was eligible to receive an annual performance bonus with a target of no less than 75% of base salary and a maximum of up to 125% of base salary. His agreement also entitled him to a guaranteed bonus of no less than $150,000 for 2018, $100,000 for 2019 and $50,000 for 2020. These guaranteed bonuses would be offset by any amounts earned under our Annual Incentive Plan for the applicable year. As discussed in "Annual Incentive Plan," for 2018 Mr. Dejana was eligible to receive an annual performance of up to 125% of base salary.

        In March 2019, we entered into a retirement agreement with Mr. Dejana pursuant to which he is expected to retire effective as of April 19, 2019. The agreement provides for a payment of $33,333, which represents Mr. Dejana's prorated annual bonus for 2019, continued vesting in previously granted restricted stock units according to the applicable vesting schedule for each previous grant, and an option for Mr. Dejana to continue his group health plan participation with the first eight months of COBRA premiums to be fully reimbursed. In connection with this retirement agreement, we also entered into a consulting agreement with Mr. Dejana, pursuant to which he will provide consulting services following his retirement until the end of 2019, unless further extended by both parties. The agreement provides for a consulting fee of $10,000 per month and reimbursement of reasonable expenses associated with Mr. Dejana's consulting services.

Outstanding Equity Awards at Year End 20172018

        The following table sets forth for each named executive officer unexercised options, unvested restricted stock and equity incentive plan awardsperformance share units as of the end of 2017.2018. None of the named executive officers had unexercised stock options as of the end of 2018.

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Option Exercises and Stock Vested in Fiscal 20172018

        The table below sets forth the number of shares of stock acquired by our named executive officers upon the vesting of equity awards during 2017.2018. There were no option exercises in 2017.2018.