SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.  )

 

Check the appropriate box:

TOWER INTERNATIONAL, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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Tower International, Inc.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

March 25, 2014

24, 2016

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Tower International, Inc. (the “Company”), which will be held in the Laurel Park Office Complex located at 17672 Laurel Park Drive North, Livonia, Michigan at 8:30 a.m. local time on April 25, 2014.22, 2016.

This booklet includes the Notice of Annual Meeting and the Proxy Statement, which contain information about the formal business to be acted on by the Company’s stockholders, including the election of twothree directors, approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan, a non-binding advisory vote on executive compensation, and ratification of the appointment of auditors. I urge you to read the accompanying Proxy Statement thoroughly. As described in greater detail in the Proxy Statement, the Board of Directors of the Company recommends a vote “FOR” each of the twothree directors, approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan, approval of a non-binding resolution to approve the compensation of the Company’s executive officers, and the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.2016. The Annual Meeting will also feature a report on the operations of the Company and a discussion period at which management will respond to appropriate questions.

We hope that you will be able to attend the Annual Meeting. However, whether or not you plan to attend in person, we ask that you complete, sign, date and return the enclosed proxy or voting instruction card(s) promptly in the enclosed envelope to ensure that your shares will be represented. If you do attend the Annual Meeting and wish to vote your shares personally, you may revoke your proxy at or prior to the Annual Meeting.

Sincerely yours,

Mark Malcolm
President and Chief Executive Officer

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Tower International, Inc.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

 

NOTICE OF 20142016 ANNUAL MEETING OF STOCKHOLDERS
 
TO BE HELD ON APRIL 25, 201422, 2016

To the Stockholders of Tower International, Inc.

NOTICE IS HEREBY GIVEN regarding the 20142016 Annual Meeting of Stockholders of Tower International, Inc. (the “Company”), as follows:

Date and Time		8:30 a.m., local time, on Friday, April 25, 201422, 2016
Location		17672 Laurel Park Drive North, Livonia, Michigan.Directions to attend the meeting in person may be obtained by contacting Investor Relations at (248) 675-6457.
Items of Business		Election of twothree directors to hold office for a term of three years;
		Approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan;
		Advisory vote on executive compensation;
		Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014;2016; and
		Action upon such other business that may properly come before the Annual Meeting.
Record Date		The stockholders of record at the close of business on March 18, 201410, 2016 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
Proxy Voting		It is important that your shares of common stock be represented and voted at the Annual Meeting. You should have received either a proxy card or a voting instruction card with the Proxy Statement. If you hold your shares directly, you should have received a proxy card. If you are not the named holder of your shares, you should have received a voting instruction card. You can vote your shares by completing and returning your proxy card or voting instruction card to the Company or to your broker, as applicable. Voting instructions are printed on your proxy card or voting instruction card and are described in the accompanying Proxy Statement. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

By Resolution of the Board of Directors,

Nanette Dudek
Secretary

March 25, 201424, 2016

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TOWER INTERNATIONAL, INC.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

 

PROXY STATEMENT

These proxy materials are being provided in connection with the 20142016 Annual Meeting of Stockholders of Tower International, Inc. This Proxy Statement, the accompanying proxy card or voting instruction card, and our 20132015 Annual Report to Stockholders were first mailed to stockholders on or about March 25, 2014.24, 2016. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your vote in connection with the 20142016 Annual Meeting of Stockholders.

What is the purpose of the Annual Meeting?

The Annual Meeting will be the Company’s regular, annual meeting of stockholders. You will be voting on the following matters at the Annual Meeting:

How does the Board of Directors recommend I vote?

The Board of Directors recommends a vote:

1.  Forthe election of Frank English, Jr. and Jonathan Gallen as directors for three year terms;

2.  Forapproval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan;

3.  Forthe non-binding resolution approving the compensation of the Company’s executive officers; and

4.  For the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.

Who is entitled to vote at the Annual Meeting?

The Board of Directors has set March 18, 201410, 2016 as the record date for the Annual Meeting (the “Record Date”). All stockholders who owned common stock of the Company at the close of business on the Record Date may attend and vote at the Annual Meeting.

How many votes can be cast by stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting. There were 20,590,93521,163,332 shares of our common stock outstanding and entitled to vote as of the close of business on the Record Date.

How many votes must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. A “quorum” is a majority of the outstanding shares of common stock as of the Record Date. Your shares are counted as present at the Annual Meeting if either you are present at the Annual Meeting and vote

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the Company or your broker, as applicable. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. A “broker non-vote” is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee, but for which the broker or other nominee lacks the discretionary authority to vote on certain matters or has not received a completed voting instruction card providing voting instructions from the beneficial owner in respect of these specific matters.

How many votes are required to elect directors and approve the other proposals?

Directors areTo elect directors under Proposal 1, our by-laws now require that a director nominee be elected by a plurality. Therefore, the two nominees that receive the mostmajority of votes will be elected.cast in all elections other than “Contested Elections” (as defined in our by-laws). Abstentions and broker non-votes are not considered as votes cast and are not counted for purposes of the election of directors and, therefore, will have no effect onin determining the outcome of such election.the voting results. At the Annual Meeting, proxies may not be voted for more than three director nominees, and shareholders may not cumulate their voting power.

The approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan, the advisory (non-binding) proposal to approve executive compensation and the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm each requires the affirmative vote of a majority of the shares entitled to vote on the matter present in person or represented by proxy. Broker non-votes will have no effect on the outcome of these matters. Abstentions will have the same effect as votes cast against the proposals.

How do I vote by proxy?

You should have received either a proxy card or a voting instruction card with the Proxy Statement. If you hold your shares directly, you should have received a proxy card. If you are not the named holder of your shares (i.e., you hold your shares through a broker or other nominee), you should have received a voting instruction card. You can vote your shares by completing your proxy card or voting instruction card and returning your proxy card to the Company or your voting instruction card to your broker, as applicable, in the envelope provided with this Proxy Statement. Please see your proxy card or voting instruction card, as applicable, for more information on how to vote.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you sign and return your proxy card or voting instruction card in the enclosed envelope but do not mark selections, it will be voted by the proxies in accordance with the recommendations of the Board of Directors. The Board of Directors has designated Mark Malcolm and Nanette Dudek as proxies. If you sign and return your proxy card or voting instruction card and you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your shares will be voted by the proxies in accordance with your indicated choice.

If you are a beneficial owner and hold your shares through a broker or other nominee and do not return your voting instruction card to your broker, the broker or other nominee has the ability to vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms. However, the uncontested election of directors at a stockholder meeting is not considered a routine matter. Therefore, brokers do not have discretion to vote on the uncontested election of directors. Similarly, brokers do not have discretion to vote your shares with respect to the advisory vote on executive compensation or with respect to the approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan.compensation.

Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, the Company’s directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. These individuals will not be paid any additional compensation for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

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Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Even if you sign and return the proxy card or voting instruction card in the form accompanying this Proxy Statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting. If you hold your shares directly, you may revoke your proxy by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy card to the Company or by voting in person at the Annual Meeting. If you do not hold your shares in your name, you may change your vote by complying with the instructions set forth in your voting instruction card. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 25, 2014:

22, 2016:

The Proxy Statement and the accompanying Form 10-K Annual Report to Stockholders are available at:www.proxyvote.com.

THE PROPOSALS
Proposal No. 1 — The Election of Directors

Stockholders will be asked to elect twothree directors to serve on the Board of Directors at the Annual Meeting for terms of three years. The Company’s Certificate of Incorporation provides that the Board of Directors shall consist of not fewer than three nor more than fifteen directors, with the exact number to be fixed by the Board of Directors. The Board of Directors has fixed the current number of directors at seven.

The Company’s Certificate of Incorporation divides the Board of Directors into three classes, as nearly equal in number as possible, with the terms of office of the directors of each Class ending in different years. Class I has two directors, Class II has two directors (including one person who will become a director effective as of April 1, 2014), and Class III has three directors. The terms of directors in Classes I, II, and III end at the Annual Meetings in 2014, 2015,2017, 2018, and 2016, respectively.

The Board of Directors has nominated Frank English, Jr.Nicholas D. Chabraja, Mark Malcolm, and Jonathan GallenDev Kapadia for election as Class IIII directors for three-year terms expiring at the 20172019 Annual Meeting. When elected, directors hold office for a three year term and until the election and qualification of their respective successors in office or until any such director’s earlier resignation or removal.

Please see “Directors and Executive Officers — Nominees and Continuing Directors” below for information about the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, including their respective business experience and other pertinent information.

The Company’s by-laws were recently amended to change the voting standard for the election of directors from a plurality to a majority voting standard in uncontested elections. Under the new majority voting standard, a nominee for director will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such director’s election. Directors arewill continue to be elected by plurality vote at any meeting of stockholders for which, as of the tenth day preceding the date that the Company first mails its notice of meeting, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), whether or not such election becomes an uncontested election after such date. The by-laws also provide that, in order for any incumbent director to be nominated by the Board for further service, such person must submit or have submitted an irrevocable resignation, which shall become effective on (x) that person not receiving a plurality. Therefore,majority of the two nominees whovotes cast in an election that is not a Contested Election, and (y) acceptance of that resignation by the Board. In the event an incumbent director fails to receive a majority of the most votes willcast in an election that is not a Contested Election, the Nominating and Corporate Governance Committee, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the incumbent director’s resignation, or whether other action should be elected. taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within 90 days following certification of the election results. The committee in making its recommendation and the Board in making its decision each may consider

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any factors and other information that they consider appropriate and relevant. If the Board accepts the resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy.

Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If you sign and return the accompanying proxy card or voting instruction card, your shares will be voted for the election of the twothree nominees recommended by the Board of Directors unless you choose to abstain or withhold authority to vote with respect to any of the nominees. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee or nominees as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director.

The Board of Directors unanimously recommends that you voteFOR the election of Frank English, Jr.Nicholas D. Chabraja, Dev Kapadia, and Jonathan GallenMark Malcolm as directors for three years terms.

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Proposal No. 43 — Ratification of the Appointment of Deloitte & Touche LLP

The Audit Committee of the Company’s Board of Directors has selected Deloitte & Touche LLP to audit the consolidated financial statements of the Company as of December 31, 2014,2016, and for the fiscal year then ending. At the Annual Meeting, stockholders will be asked to ratify this selection. Deloitte & Touche LLP has audited the Company’s financial statements beginning with the fiscal period ended December 31, 2007.

The Company has been advised by Deloitte & Touche LLP that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm’s engagement as auditors and tax advisors. The Company has also been advised that representatives of Deloitte & Touche LLP will be present at the Annual Meeting where they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

If no voting specification is made on a properly voted proxy card, the proxies named on the proxy card will vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as disclosed in this Proxy Statement and described in this Proposal 4.3.

The Board of Directors unanimously recommends that you voteFOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.2016.

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DIRECTORS AND EXECUTIVE OFFICERS

Nominees and Continuing Directors

The following table sets forth the names and ages of the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, as well as background information relating to each individual’s business experience, qualifications, attributes and skills and why the Board of Directors and Nominating and Corporate Governance Committee believe each individual is a valuable member of the Board of Directors.

Nominees for Election

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COMPENSATION DISCUSSION AND ANALYSIS

The following discusses the various components of compensation paid in 2013 to, or earned by, the Named Executive Officers (“NEOs”) of the Company.Company during 2015. As used in this Proxy Statement, the term “NEOs” refers to:

Compensation Program Objectives and Philosophy

The primary objectives and philosophy of our compensation programs are to (i) drive executive behaviors that maximize long-term shareholder value creation, (ii) attract and retain talented executive officers with the skills necessary to successfully manage our business, and (iii) align the interests of our executive officers with stockholders by rewarding them for strong company performance. In support of these objectives, we:

Compensation Governance Practices

The Company places high value on strong compensation governance practices. We believe our executive compensation practices align with our corporate values and provide a foundation for success. These governance practices include:

Practices We Employ

	•
Practices We Employ		Practices We Avoid
• Pay is closely linked to performance

•

Equity ownership guidelines for our NEOs

•

Risk mitigation

•

A recoupment (i.e., clawback) policy is in place based on proposed rules promulgated by the SEC per Dodd-Frank

•

Change-in-Control (“CIC”) severance requires a double trigger

•

Our Compensation Committee reviews NEO pay annually

•

Our Compensation Committee is comprised entirely of independent directors

•

Our Compensation Committee engages an independent consultant

•

Our Compensation Committee regularly has executive sessions without management present

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Compensation-Setting Process

The Compensation Committee has responsibility for oversight and review of our total executive compensation strategy, including the design and monitoring of our executive compensation plans such as our annual incentive bonus plan and our 2010 Equity Incentive Plan. In addition, the Compensation Committee reviews and approves the compensation of our Chief Executive Officer and each of our NEOs. In reviewing and approving compensation for our NEOs, the Compensation Committee evaluates the compensation components that it believes support our compensation objectives and philosophy.

As part of its responsibilities, the Compensation Committee reviews the appropriateness and effectiveness of our compensation programs and approves target award opportunities and performance criteria to be utilized in our annual incentive bonus plan and our long termlong-term incentive awards under the 2010 Equity Incentive Plan.

The Compensation Committee considers competitive market practices with respect to the compensation of our NEOs. In its discretion, the Compensation Committee also considers compensation levels of executives holding similar positions at other domestic and international manufacturing companies that the Compensation Committee views as comparable in size and complexity of business, with additional consideration given to individual credentials. For 2013, this2015, our peer group consisted of the following 1315 companies within the automotive supplier and manufacturing sectors with median revenues and market capitalization of $4.42$3.70 billion and $2.88$2.24 billion, respectively:

American Axle & Manufacturing Holdings, Inc		Meritor Inc
BorgWarner IncInc.		Modine Manufacturing Company
BorgWarner Inc.		OshKosh Corporation
Cooper-Standard Holdings Inc.		Stoneridge, Inc.
Cooper Tire & Rubber CoCompany		OshKosh CorporationTenneco Inc.
Dana Holding Corporation		Tenneco IncThe Timken Company
Federal-Mogul Corporation		Visteon Corporation
Linamar CorporationMartinrea International Inc.		Westinghouse Air Brake Technologies Corporation
Martinrea International IncMeritor Inc.

Although the Compensation Committee reviews the compensation data and practices of our peer group, the Compensation Committee retains full discretion to consider or disregard data collected through peer group studies in the course of evaluating executive total compensation levels or mix of compensation elements. The Compensation Committee has not determined that compensation elements are to be set according to pre-set formulas or specific target percentiles with respect to such peer group data and practices. Instead, the Compensation Committee collectively considers a variety of factors in exercising its discretion with respect to overall compensation, including the importance of each position, retention concerns, each individual’s experience, responsibilities and performance and internal equity, as well as the Company’s overall financial performance. The Compensation Committee does not determine compensation elements according to pre-set formulas or specific target percentiles with respect to peer group data and practices.

Role of the Compensation Consultant

In 2013,2015, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian provides consulting services solely relating to executive compensation and governance matters to the Compensation Committee. The Compensation Committee has determined that Meridian is independent under its charter and applicable NYSE rules and further, that no conflict of interest exists between Meridian and the Company.

A representative of Meridian attended each of our regularly scheduled Compensation Committee meetings in Fiscal 20132015 and advised the Compensation Committee on all principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses with respect to the Company’s executive officers.

While it is necessary for the consultant to interact with management to gather information and obtain recommendations, the Compensation Committee Chairperson governs the relationship. Meridian does not provide any services to management outside of its engagement by the Compensation Committee.

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Role of Executive Officers in Executive Compensation

Our Chief Executive Officer plays no role in determining his own compensation.

The Compensation Committee utilizes and considers comments, advice and recommendations of our Chief Executive Officer with respect to compensation levels and components of the other NEOs.

Risk Mitigation Overview

The Compensation Committee believes that the compensation policies and practices of the Company do not create risks that are reasonably likely to have a material adverse effect on the Company. In establishing pay practices for the Company, the goal is to design a compensation structure that does not encourage inappropriate risk-taking by employees or executive officers. Therefore, enterprise risk management is integral to the overall compensation philosophy. The following features of the compensation structure reflect this approach:

Components of Compensation

The principal components of our compensation programs for the NEOs are: base salary; annual incentives; long termincentive; long-term incentive awards (cash and equity); defined contribution plan retirement benefits; severance benefits and perquisites. The Compensation Committee considers all such components to be an appropriate compensation package for our NEOs. The charts below illustrate the general target mix of salary, annual incentive and long-term incentive awards among our NEOs in 2013.2015.

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Base Salary

We use base salary to attract and retain highly qualified executive officers. The Compensation Committee and the Chief Executive Officer (other than for himself) consider a number of factors, including the seniority, skills and experience of the individual, the individual’s prior salary, the functional role of the position, and the level of the NEO’s responsibilities. The leading factors for increasing base salary include the performance, experience and skills of the individuals, and market compensation levels for senior executives with similar levels of experience and skills.

None of our NEOs received an increase to his annual rate ofMr. Malcolm’s base salary during 2013. Messrs. Malcolm, Gouin and Rajkovic have not received an increasehas remained unchanged since August, 2010. Messrs. Gouin’s and Rajkovic’s base salaries were unchanged from August, 2010 until January 1, 2015. On January 1, 2015, Messrs. Gouin’s and Rajkovic’s base salaries were increased in connection with the extensions of their employment agreements. Mr. Bernard has not received an increase sinceBernard’s base salary was unchanged from August, 2011 when he became our President, Americas. Mr. Malmhagen has notAmericas until January 1, 2016 when he received an increase sincein connection with the extension of his employment agreement. Mr. Malmhagen’s base salary was unchanged from June, 2012 when he commenced in June, 2012.employment until January 1, 2016 when he received an increase.

Annual Incentive Compensation

We believe that annual cash incentive awards motivate our NEOs and reward them for annual business results that help create value for our stockholders. Each year, the Compensation Committee establishes an annual incentive bonus plan for the NEOs based on one or more performance measures and determines the relative weighting of each measure. Each year’s annual incentive bonus plan is a restatement of the same plan (which we refer to as ourthe Tower Bonus Plan) that was adopted in 2010. Other hourly and salaried employees participate in our annual incentive bonus plan as well.

In March, 2013,February, 2015, the Compensation Committee approved the 20132015 Tower Bonus Plan and established the level of performance necessary for the NEOs to earn their targeted payouts. Each NEO is assigned a target bonus. Cash incentive awards are permitted to the extent selected operating results meet or exceed threshold levels of performance established by the Compensation Committee for the performance year.

For 2013,2015, the Compensation Committee designated (1) “Free(i) “Adjusted Free Cash Flow”, (2)(ii) “Adjusted EBITDA” and (3)(iii) “Adjusted EBITDA Change in Controllable Factors” (which excludes the impact of volume (customer demand), product mix and foreign exchange) as the three financial measures used to determine payouts. Adjusted Free Cash Flow performance accounted for 50%45% of the total award, Adjusted EBITDA performance accounted for 40%45% of the total award and Adjusted EBITDA Change in Controllable Factors performance accounted for 10% of the total award.

The performance necessary for the NEOs to earn their targeted payouts was established by the Compensation Committee at levels intended to be challenging, yet attainable, and aligned with our 20132015 business plan. The Compensation Committee retained discretion to adjust the calculation of its financial measures to account for unanticipated events.

For purposes of the 20132015 Tower Bonus Plan:

Adjusted Free Cash Flow is defined as net cash provided by continuing operating activities less cash disbursed for purchases of property, plant, and equipment described on page 4241 of our 10-K filed with the Securities and Exchange Commission (SEC”(“SEC”) for the fiscal year ended December 31, 2015, excluding net cash provided from or disbursed for customer-funded tooling (which nets to zero over the program lifetime). For 2015, we adjusted our results to include (i) cash received due to settling interest rate swaps, and (ii) the negative impact of receiving less cash from the sale of two China joint ventures than what we anticipated when this metric was set. Also for 2015, we adjusted our results to exclude (i) cash disbursed in connection with business awarded in 2015 that we did not anticipate when this bonus metric was set, and (ii) cash received in 2015 from a business acquisition in July, 2015. The Compensation Committee designated Adjusted Free Cash Flow as a performance measure in order to focus our management on freeing up cash to de-lever the business and fund profitable growth. The Compensation Committee weighted this measure at 45% because it believed Adjusted Free Cash Flow would be an important financial deliverable in 2015 to our stockholders.

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growth. The Compensation Committee weighted this measure the heaviest at 50% because it believed Free Cash Flow would be the most important financial deliverable in 2013 to our stockholders.

Adjusted EBITDA is defined as net income/loss before interest, taxes, depreciation, amortization, restructuring items and other adjustments described on pages 3327 and 3528 of our 10-K filed with the SEC.SEC for the fiscal year ended December 31, 2015. For 2015, we adjusted our results to exclude (i) the negative impact associated with business awarded in 2015 that we did not anticipate when we set this bonus metric, and (ii) the positive impact in 2015 from a business acquisition in July, 2015. The Compensation Committee choseweighted this as the second highest weighted performance measure at 40%45% because it is an important driver of shareholder value and is consistent with how analysts and many investors evaluate the business.

Adjusted EBITDA Change in Controllable Factorsis defined as the change in Adjusted EBITDA in 2013for 2015 versus 2012,2014, excluding the impact of volume (customer demand), product mix and foreign exchange described on page 35pages 32 and 33 of our 10-K filed with the SEC.SEC for the fiscal year ended December 31, 2015. For 2015, we adjusted our results to exclude the negative impact associated with business awarded in 2015 that we did not anticipate when we set this bonus metric. We determine the impact of volume, mix and foreign exchange on Adjusted EBITDA pursuant to policies that we utilize to manage our business and measure our performance throughout the year. The Compensation Committee excluded the impact of volume, mix and foreign exchange in order to focus management on those elements of cost and efficiency that management can most influence in the near term. The Compensation Committee weighted this measure at 10%.

The 20132015 Tower Bonus Plan established a scale for each performance measure that displays the percent payout relative to a 100% target bonus payout at varying achievement levels. Each scale shows a threshold amount that must be satisfied to earn a payment and the amount necessary to achieve a 100% payout. The maximum payout under the plan is two (2) times the target payout and payout percentages are adjusted ratablyinterpolated between bands of payout percentages. The following scales show the payouts at various achievement levels:

		Free Cash Flow 50%								Adjusted EBITDA 40%								Adjusted EBITDA Change in Controllable Factors 10%								Adjusted Free Cash Flow 45%								Adjusted EBITDA 45%								Adjusted EBITDA Change in Controllable Factors 10%
		Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)
Threshold:			$0				0	%			$181				0	%			$(5	)			0	%		$	30				0	%		$	185				0	%		$	(10	)			0	%
			$10				60	%			$191				60	%			$0				60	%		$	40				50	%		$	195				50	%		$	(8	)			80	%
			$25				100	%			$211				100	%			$5				100	%		$	50				90	%		$	203				90	%		$	(6	)			90	%
			$30				110	%			$221				110	%			$7.5				110	%		$	60				100	%		$	208				100	%		$	(5.3	)			100	%
			$40				140	%			$231				140	%			$10				140	%		$	70				110	%		$	213				110	%		$	0				110	%
																										$	80				150	%		$	220				150	%		$	5				120	%
Max:			$60				200	%			$251				200	%			$15				200	%		$	90				200	%		$	230				200	%		$	10				200	%