UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a party other than the Registrant  ¨☐

Check the appropriate box:

CECO ENVIRONMENTAL CORP.

(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):

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CECO ENVIRONMENTAL CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2015JUNE 12, 2018

To the Stockholders of CECO Environmental Corp.

Notice is hereby given that the annual meeting (“Annual Meeting”) of the stockholders of CECO Environmental Corp. (“CECO,” the “Company,” “we,” “us” or “our”) will be held at the Courtyard Marriott Midtown/Rookwood, 3813 Edwards Road, Cincinnati, Ohio 4520914651 N. Dallas Parkway, Suite 118, Dallas, Texas 75254 on May 21, 2015June 12, 2018 at 1:00 p.m.8:30 a.m., EasternCentral time, for the following purposes:

Stockholders of record at the close of business on March 23, 2015,April 13, 2018, are entitled to notice of and to vote at the Annual Meeting. We are taking advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders on the internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our proxy materials and Annual Report to Stockholders for the year ended December 31, 2014,2017, and to vote online or by telephone.

If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials in the proxy statement.

April 10, 201527, 2018

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CECO ENVIRONMENTAL CORP.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2015JUNE 12, 2018

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CECO Environmental Corp., a Delaware corporation (“we,” “us,” “CECO” or the “Company”) of proxies to be voted at the annual meeting of stockholders of the Company to be held at 1:00 p.m.8:30 a.m., EasternCentral time, at Courtyard Marriott Midtown/Rookwood, 3813 Edwards Road, Cincinnati, Ohio 45209,14651 N. Dallas Parkway, Suite 118, Dallas, Texas 75254, on May 21, 2015,June 12, 2018, or any postponement or adjournment thereof (the “Annual Meeting”). These proxy solicitation materials and CECO’s Annual Report to stockholders for the year ended December 31, 2014,2017, including related financial statements, were first made available to our stockholders entitled to notice of and to vote at the Annual Meeting on or about April 10, 2015.27, 2018.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 21June,2015 12, 2018 — our Annual Report to Stockholders, this proxy statement and the related proxy card are available at www.cecoenviro.com/investors.aspx. The content on any website referred to in this proxy statement is not incorporated by reference into this proxy statement unless expressly noted.

Who Can Vote

Only stockholders of record at the close of business on March 23, 2015,April 13, 2018, which we refer to as the record date, are entitled to notice of and to attend and vote at the Annual Meeting. As of the record date, there were 26,327,88534,658,733 outstanding shares of our common stock. Each share of our common stock outstanding on the record date will be entitled to cast one vote at the Annual Meeting.

How You Can Vote

Stockholders of record can simplify their voting by voting their shares via telephone or the Internet. Instructions for voting via telephone or the Internet are described on the Notice of Internet Availability of Proxy Materials. Being a record holder means that the shares are registered in your name, as opposed to the name of your broker or bank. If your shares are held in the name of a bank or broker (in “street name”), the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the proxy card. If you request a paper copy of the proxy materials, please mark your choices on the proxy card and then date, sign and return the proxy card at your earliest opportunity pursuant to the instructions on the proxy card.

You may also vote in person at the meeting. If your shares are held in street name, you can vote at the meeting only if you have a valid proxy from your bank or broker confirming your beneficial ownership of shares of our common stock as of the record date and your authority to vote such shares. Please bring personal photo identification with you to the meeting. If you need directions to the Annual Meeting, please call us at (513) 458-2600.(214)357-6181.

Revocability of Proxies

Stockholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A stockholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the Annual Meeting or by timely executing and delivering, by Internet, telephone, mail or in person at the Annual Meeting, another proxy dated as of a later date. Furthermore, you may revoke a proxy by attending the Annual Meeting and voting in person, which will automatically cancel any proxy previously given.

Attendance at the Annual Meeting, however, will not automatically revoke any proxy that you have given previously unless you request a ballot and vote in person. If you hold shares through a bank or brokerage firm, you must contact the bank or brokerage firm to revoke any prior voting instructions.

Quorum Required

In order for business to be conducted, a quorum must be represented at the Annual Meeting. The holders of a majority of the outstanding shares of common stock, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. Shares represented by a proxy in which authority to vote for any matter considered is “withheld,” a proxy marked “abstain” or a proxy as to which there is a “brokernon-vote” (described below) will be considered present at the meeting for purposes of determining a quorum.

Required Vote to Elect Directors

Directors will be elected by a plurality of the votes cast at the Annual Meeting, meaning the eight nominees receiving the most votes will be elected. Only votes cast for a nominee will be counted. Unless indicated otherwise by your proxy, the shares will be voted for the eight nominees named in this proxy statement. Instructions on the accompanying proxy to withhold authority to vote for one or more of the nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.

Required Votes to Pass Other Proposals

Proposal 2 (approval, on an advisory basis, of the Company’s named executive officer compensation) and Proposal 3 (to ratify the selection of BDO USA, LLP as the independent registered public accounting firm of CECO for fiscal year 2015) and Proposal 3 (approval, on an advisory basis, of the Company’s named executive compensation)2018), each requires the favorable vote of the majority of shares represented at the Annual Meeting for approval. Although these votes are advisory in nature and are not binding on the Company, the Board will consider the outcomes of these votes in future deliberations. For these proposals, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote.

BrokerNon-Votes

If your shares are held by a bank, broker or other nominee and you do not provide the bank, broker or other nominee with specific voting instructions, the organization that holds your shares may generally vote on “routine” matters but cannot vote onnon-routine matters.

If the bank, broker or other nominee that holds your shares does not receive instructions from you on how to vote your shares on anon-routine matter, the organization will inform our Inspector of Elections that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “brokernon-vote.”

When our Inspector of Elections tabulates the votes for any matter, brokernon-votes will be counted for purposes of determining whether a quorum is present.

We believe that Proposal 2 (ratification of independent auditors) will be considered “routine” and we do not expect any broker non-votes on this matter.

We believe that Proposal 1 (election of directors) and Proposal 32 (approval, on an advisory basis, of the Company’s named executive officer compensation) will be considered “non-routine,“non-routine,” and banks, brokers and certain other nominees that hold your shares in street name will not be able to cast votes on these proposals if you do not provide them with voting instructions. Any brokernon-votes will have the same effect as a vote against Proposal 3,2, but will not affect the outcome of Proposal 1 because directors are elected by a plurality of votes cast.

We believe that Proposal 3 (ratification of independent auditors) will be considered “routine” and we do not expect any brokernon-votes on this matter.

Please provide voting instructions to the bank, broker or other nominee that holds your shares by carefully following their instructions.

Other Information

If no instructions are indicated on a duly executed and returned proxy, the shares represented by the proxy will be voted FOR the election of the eight nominees for director proposed by the Board and set forth herein, FOR the approval, on an advisory basis, of the Company’s named executive officer compensation and FOR the ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for fiscal year 2015, FOR the approval, on an advisory basis, of the Company’s named executive officer compensation2018, and in accordance with the judgment of the persons named in the proxy as to such other matters as may properly come before the Annual Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors and Nominees

The Board has determined that the number of directors shall be eight and, accordingly, the Board has nominated, upon the recommendation of the Nominations and Governance Committee of the Board, the eight persons have been nominatedidentified below to serve as directors to hold office until the next annual meeting or until their successors shall be duly elected and qualified. The names of, and certain information with respect to, the nominees of the Board for election as directors, are set forth below. The terms of Seth Rudin and Donald A. Wright, who are currently members of the Board, will expire at the Annual Meeting. All nominees are currently CECO directors.directors, except for Mr. Nanda. Mr. Nanda was identified by the Nominations and Governance Committee as a potential director nominee at the recommendation of several directors, including certain members of the Nominations and Governance Committee, who knew of Mr. Nanda and had met him previously. If, for any reason, any nominee should become unable or unwilling to serve as a director, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named in the proxy card may exercise their discretion to vote your shares for the substitute nominee.

All of our director nominees and directors who served during 2017, other than JasonMessrs. DeZwirek, Jeffrey LangPollack and Jonathan Pollack,Sadlowski, qualify as independent directors in accordance with the listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”). The NASDAQ independence definition includes a series of objective tests, including that the director is not an employee of CECO and has not engaged in various types of business dealings with us. In addition, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The following table shows information as of April 10, 201515, 2018 for each director nominee.

The Board believes that our currentthe directors and director nominee as a whole will provide the diversity of experience and skills necessary for a well-functioning Board. The Board values highly the ability of individual directors to contribute to a constructive Board environment and the Board believes that the current Board members,director nominees, collectively, perform in such a manner. Set forth below is a more complete description of each director’s background, professional experience, qualifications and skills.

Jason DeZwirekbecame a director of the Company in February 1994 and Chairman of the Board in May 2013. Previously, he served as Secretary of the Company from February 1998 until September 2013. He also serves as a member of the board of directors of several of the Company’s subsidiaries. In 1999, Mr. DeZwirek founded Kaboose Inc., a family focused online media company. Mr. DeZwirek served as the Chairman and CEO of Kaboose Inc. until its sale to Disney Online (a subsidiary of The Walt Disney Company) and Barclays Private Equity Limited in June 2009. Mr. DeZwirek also previously served as a director and corporate secretary of API Technologies Corp. (NASDAQ:ATNY), a prime contractor in electronics, highly engineered systems, secure communications and electronic components andsub-systems for the defense and aerospace industries, from November 2006 through January 2011. Mr. DeZwirek also is and has been involved in private investment activities.

With his experience at Kaboose Inc., Mr. DeZwirek brings broad executive expertise, including operations, technology, management and strategy. Having served as director of the Company for over 2120 years, he also has a breadth of knowledge of the overall issues the Company faces.

Jeffrey LangDennis Sadlowskihas served as our Chief Executive Officer since June 2017 and as a director since May 2016. Mr. Sadlowski served as Interim Chief Executive Officer and President from February 2017 until his appointment as Chief Executive Officer in June 2017. Previously, he was the Chief Operating Officer of LSG Sky Chefs North America, a provider of food and food-related services for transportation providers, from April 2013 until March 2015. As Chief Operating Officer, Mr. Sadlowski oversaw operations across over 40 locations in North America and managed over 8,000 employees. Previously, Mr. Sadlowski served as the Chief Executive Officer since Februaryof International Battery, an early stage green tech company focused on large format lithium ion batteries for the grid storage markets, from September 2011 until April 2012. Mr. Sadlowski worked at Siemens from July 2000 to March 2010, serving as the President since September 2013 and in several leadership positions with our subsidiaries since October 2010. From May 2010 until September 2013, Mr. Lang also served as our& Chief Operating Officer. Prior to joining the Company,Executive Officer of Siemens Energy & Automation, Inc. from July 2007 until October 2009, an operating subsidiary of the global manufacturer Siemens AG, where he had executive accountability for the company’s global strategic direction, operating performance and marketplace success. His responsibilities at Siemens Energy & Automation included overseeing six operating divisions along with a combined sales organization, a number of wholly-owned subsidiaries and over 12,000 employees. Mr. Lang wasSadlowski has also previously worked at General Electric and Thomas & Betts. Mr. Sadlowski serves on the Executive Vice President, Operating Officerboard of McJunkin Red Man Corporation,directors and audit committee of Trojan Battery, a distributorprivately-held global leader in deep cycle lead-acid batteries. Mr. Sadlowski earned a Bachelor’s degree in Chemical and Nuclear Engineering from the University of pipes, valvesCalifornia at Berkeley, and fittingshis Master’s Degree in Business Administration from Seattle University.

Mr. Sadlowski blends global strategic leadership capabilities along with operating depth across a variety of long cycle businesses. He has led global executive teams to strong organic growth supplemented with targeted acquisitions. Having served on the board of both private and related services serving the petrochemical, petroleum refining, pulppublic companies, Mr. Sadlowski brings a strategic focus to growth and paper, oil industry and utilities. From 2006 until 2007, he was the Senior Vice President and Operating Officer of Red Man Pipe and Supply Company, a pipe distribution company, that merged with McJunkin Corporation to form McJunkin Red Man Corporation. Previously, Mr. Lang was employed by Ingersoll Rand Company, a global industrial company, for twenty-five years from 1980 to 2005. He started out as a sales engineer in 1980, became a Sales and Service Branch Manager in 1985, the Southeast U.S. Area Manager, Air Solutions in 1995, and by 1999 was the Director and General Manager, North American Distributor Division, and from 2002 to 2005 served as the Director and General Manager, North American industrial Air Solutions, reporting directlystrong market orientation to the President of the Air Solutions Group.

Mr. Lang has over 30 years of executive operating management experience, including international experience. Mr. Lang also brings industrial and energy sector expertise to the Board. Asboard room. Additionally, as our Chief Executive Officer, he provides the Board with valuable insight on theday-to-day operations of the Company and any current issues it may face.

Jonathan Pollackbecame a director in May 2011 and has served as Assistant Secretary of the Company since May 2012. He is currently the President of JMP Fam Holdings, Inc., an investment and consulting company. Previously, he served as Executive Vice President of API Technologies Corp. (NASDAQ:ATNY), a prime contractor in electronics, highly engineered systems, secure communications and electronic components andsub-systems for the defense and aerospace industries, from September 2009 and as a director from June 2007 until, in each case, January 2011. Mr. Pollack also served on its audit committee and compensation committee from January 2007 through September 2009. From March 2005 through its sale in June 2009, he served as the Chief Financial Officer and Corporate Secretary of Kaboose Inc. (TSX:KAB). Prior thereto, he worked in investment banking in New York. Mr. Pollack was formerly a director of Hanfeng Evergreen Inc. (TSX:HF) from November 2010 until February 2013 and then was reappointed to the board of directors of Hanfeng Evergreen Inc. in February 2014 and served as the lead director and a member of the audit committee and the governance and compensation committee until its sale in August 2014. Mr. Pollack is currentlywas formerly a director of Pinetree Capital Ltd. (TSX:PNP) from February 2014 until April 2015 and was formerly a director of Lifebank Corp.(TSX-V:LBK) from November 2003 until its sale in September 2012, where he served on the audit committee and compensation committee. Mr. Pollack received a Master’s of Science in Finance from the London School of Economics and a Bachelors of Commerce from McGill University. He sits on the Boards of several philanthropic organizations in Toronto, Ontario, including the Mt. Sinai Hospital Foundation, the Crescent School Foundation and the Sterling Hall School.School Foundation.

Mr. Pollack brings over 20 years of financial, strategic and merger and acquisitions expertise to the Board, which will assist the Board as the Company continues to expand its business. He also brings experience serving on the board of directors of other public companies.

Arthur Cape has served as a director and a member of the Audit Committee since May 2005. Mr. Cape worked in the manufacturing industry for over 30 years. From 1991 to 2006, he served as Director of International Sales for Shymac Innovative Marketing located in Montreal, Canada, and from 2001 through January 2009, served as Director of Sales for AJB Continental, located in San Antonio Texas. Shymac Innovative Marketing manufactured products for the automotive after-market and AJB Continental was a distributor of hairbrushes and styling tools for the professional beauty industry. From June 2007 through January 2011, Mr. Cape served as a director and a member of the audit committee of API Technologies Corp. (NASDAQ:ATNY). Mr. Cape has also acted as a consultant for several factories in China involved in the manufacturing and injection molding of plastic articles. He has been active in youth awareness programs and has served on various youth committees in Canada.

Mr. Cape brings extensive manufacturing, marketing and sales experience to the Board, including international experience, which is valuable as we continue to expand our business globally. He also brings experience having served on the board of directors and audit committee of another public company.

Eric M. Goldberghas served as a director of the Company since April 2013. Since 1996, he has served as the President of All American Events & Tours, a Pittsburgh, Pennsylvania-based sports incentive company, specializing in providing unique and customized experiences for retail and corporate clients. Since 2007, Mr. Goldberg has also been a principal of GKK Capital, a commercial real estate development company. From 1996 until 1999, Mr. Goldberg was the general counsel for Native American Nations, a company focusing on developing business strategies for Native American tribes throughout the United States. From 2010 until 2011, Mr. Goldberg served as a director of API Technologies Corp. (NASDAQ:ATNY). Mr. Goldberg received a Bachelor of Science in Management from the Tulane University A. B. Freeman School of Business and a Juris Doctorate from the University of Miami School of Law. Mr. Goldberg is licensed to practice law in the State of Florida.

Mr. Goldberg brings over 20 years of sales, marketing, operations, strategic planning, and legal expertise to the Board, which assists the Board as the Company continues to expand its business.

Lynn J. LyallDavid B. Liner became a director and chairman of the Audit Committee on December 2013. Since January 2014, Mr. Lyall has served as thea director since May 2017. Mr. Liner served as General Counsel, Corporate Secretary and Chief FinancialCompliance Officer of Advanced Recovery Systems LLC,Roper Technologies, Inc. (NYSE: ROP) (“Roper Technologies”) from August 2005 until June 2016 and as a Vice President until his retirement in January 2018. Roper Technologies, a component of the S&P 500, designs and develops software and engineered products and solutions for healthcare, clinic operator focused on serving patients with drugtransportation, food, energy, water, education and alcohol addictionother niche markets worldwide. Mr. Liner helped execute Roper Technologies’ acquisition program, deploying over $5 billion in assets and eating disorders. Previously,acquiring over 40 businesses. Prior to joining Roper Technologies, Mr. LyallLiner served as Executivea corporate partner in the Detroit office of Dykema Gossett, a national law firm, where he headed the firm’s automotive industry practice and founded the firm’s China practice. Before that, he was Vice President, General Counsel and Assistant Secretary of Metaldyne Corporation, formerly MascoTech, Inc., a manufacturer of products for the global transportation industry. Mr. Liner earned a Bachelor’s degree from the University of Michigan and his Juris Doctor from Wayne State University Law School.

Mr. Liner brings extensive legal and corporate governance expertise to the Board which will assist the Company as it continues to expand its business and create shareholder value. Having built and led a global corporate compliance and risk program as the General Counsel of a public company, he has developed expertise in areas of governance and compliance which will provide strong support and additional depth to our Board and to the committees on which he may serve. Mr. Liner also brings international experience to our Board, including past international board service.

Claudio A. Mannarinohas served as a director since June 2015. He is currently the President of Sette CS Inc., a management consulting firm. Mr. Mannarino served as the Senior Vice President and Chief Financial Officer of Heartland Dental Care,API Technologies Corp. (NASDAQ: ATNY), a leading provider of RF/microwave, microelectronics and security technologies for critical and high-reliability applications from June 2014 to November 2015. Mr. Mannarino also served as Senior Vice President, Finance from January 2010 to June 2014 and as Chief Financial Officer and Vice President of Finance from November 2006 to January 2010. Prior to that, he served in various, senior-level management roles throughout API’s finance organization. Before joining API, Mr. Mannarino served as Controller for two divisions of Transcontinental, Inc., a Canadian publicly traded company that supports dentistson the Toronto Stock Exchange (“Transcontinental”). Mr. Mannarino holds a Bachelor of Commerce Degree from the University of Ottawa and their teams, from June 2009 until August 2013,attained his Certified Management Accountant certification in 1996.

Mr. Mannarino brings over 20 years of financial, strategic, and Executive Vicemerger and acquisition expertise to the Board, which will assist the Company as CECO expands its business.

Munish Nandahas served as President, and Chief Financial OfficerAmericas & Europe of Xrite,Watts Water Technologies, Inc., (NYSE: WTS) (“Watts”) since February 2016. Mr. Nanda joined Watts in April 2015 as President, Americas. Watts is a global leader in color calibration technology, throughout 2008. Hemanufacturer of plumbing, heating and water quality products. Mr. Nanda previously served as President of Control Technologies for ITT Corporation from April 2011 to March 2015. Mr. Nanda also served as the ExecutiveGroup Vice President of ITT Corporation’s Fluid and Chief Financial Officer at Alticor, Inc. (formerly Amway Corporation) from July 1999 until March 2008 and Blockbuster EntertainmentMotion Control Group from February 1997 until June 1999.April 2008 to April 2011. ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Prior to joining ITT Corporation, Mr. Nanda held several operating leadership and general management positions with Thermo Fisher Scientific Corporation and Honeywell International Inc. Mr. Nanda graduated with a Bachelors of Engineering in Production Engineering with Honors from Regional Engineering College Tiruchy in India and earned an MBA from Northern Arizona University.

Mr. LyallNanda brings over 2520 years of leadershipexperience working in senior operational management roles for global industrial manufacturers, which will assist the Company as it continues to grow and streamline its business. Mr. Nanda also brings extensive experience in domesticthe fluid handling, energy and international corporate finance, accounting and strategic planning across a broad spectrum of businesses to assist the Board in addressing the financial and business complexities that accompany global growth.niche manufacturing industries.

Seth RudinValerie Gentile Sachs has served as a director since April 2013. Mr. Rudin is currentlyMay 2016. Previously, she was the Vice President, General Counsel and Corporate Secretary of Van Dyk Natural Stone SuppliesOM Group, Inc., (NYSE: OMG), a granite quarryglobal developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals from September 2005 through the completion of the sale of the company in Muskoka, Ontario,November 2015 to Apollo Global

Management. Ms. Sachs had executive responsibility for OM Group’s world-wide Legal, Internal Audit and has been the President of Run 2IT Inc., a management consulting firm focusedEnvironment, Health & Safety operations. Ms. Sachs also served on the healthcare, technologyBoard of Directors and government industries, since 2006. For over 20 years, Mr. Rudin has worked extensively in healthcare, technology and government. Previously, Mr. Rudin servedacted as Vice President of Business Development and Client Relations at PatientOrderSets.com, a provider of innovative clinical support services for use across all phases of health care, from 2011 until 2013, Managing Director of ABS System Consultants Ltd, a health care solutions company, from 2001 until 2010numerous U.S. andnon-U.S. entities affiliated with OM Group. Prior to joining OM Group, Ms. Sachs served as Executive Vice President, General Counsel and Secretary atJo-Ann Stores, Inc. (NYSE: JAS), aUS-based retailer. Before that, she was General Counsel of InternetIncubation.com from 2000 until 2001. From 1992 until 2000, he held several senior positions within the Canadian Federal GovernmentMarconi plc (LSE and the Provincial GovernmentNASDAQ: MONI), a London-based, global communications and information technology company. Ms. Sachs has been a trustee of Ontario, including Senior Advisor to the Canadian Minister of Citizenship and Immigration and as Chief of Staff to a Member of Parliament. Mr. Rudin currently serves as the Chair of the Justices of the Peace Appointments Advisory Committee for the Province of Ontario, has served as a Director of Mitec Technologies Inc. (TSX-V: MTM.h) since October 2013regional humane society and is involvedactive with severala number of charitable organizations fighting hunger and non-profit organizations. Mr. Rudin received his Bachelor’smeeting basic human needs. Ms. Sachs earned her bachelor’s degree (B.L.S.—Chemistry), with honors, from Bowling Green State University and her Juris Doctor from Case Western Reserve University School of Arts degree from Concordia University in 1992.

Mr. Rudin brings over 20 years of business and government experience to the Company, focusing on business development, sales, strategic planning, management, communications and public relations, which will assist the Board as the Company continues to expand its business.

Donald A. Wright became a director and member of the Audit Committee in February 1998 andLaw, where she was a member of Compensation Committee in December 2005. Mr. WrightLaw Review and a DeWitt Scholar.

Ms. Sachs brings a combination of legal expertise, extensive executive management and leadership experience to our Board. She has been a principalan integral part of executive management teams that have effectively worked through strategic transitions, integrations and real estate brokerrestructurings and is very familiar with The Phillips Group, a real estate development companyinternational operating challenges and apartment building syndicator,opportunities. As the General Counsel of three public companies, she has developed expertise in San Diego, California since 1992. Since September 2010, Mr. Wright has served as Associate Brokerthe areas of governance, compliance and Vice President of Syndication of

SD Homes, a real estate brokerage firmexecutive compensation, which will provide strong support and syndicator of apartment buildings in San Diego, California. From 2005 through 2007, he was an associate real estate broker with One Source Realty GMAC in San Diego, California, and from July 2007 through September 2010, was an associate real estate broker with Coldwell Banker Residential Brokerage. Mr. Wright served as a director of API Technologies Corp. (NASDAQ:ATNY) from February 2006 until June 2011, and served on its audit committee and compensation committee. Mr. Wright received his Master’s Degree in Business Administration from the Wharton School of the University of Pennsylvania.

With over 17 years of experience serving onadditional depth to our Board and Audit Committee, Mr. Wright has a breadth of knowledge concerning issues affecting our Company. He also brings experience servingto the committees on the board of directors, audit committee and compensation committee of another public company.which she may serve.

In order to be elected, a nominee must receive a plurality of the votes cast at the meeting in person or by proxy.

The Board recommends a vote “FOR” approval of the election of the nominees named herein as directors.

The Board and Its Committees

During the fiscal year ended December 31, 2014,2017, the Board held tensixteen meetings. The Board’s policy regarding director attendance at the annual meeting of stockholders is that directors are encouraged to attend, and that we will make all appropriate arrangements for directors to attend. All of the directors serving at the time attended the 20142017 annual meeting. All directors attended at least 75% of the aggregate number of meetings of the Board and the Committees on which they served during the fiscal year ended December 31, 2014.2017. Additionally, the independent directors regularly meet in executive session. The standing committees of the Board include the Audit Committee, the Compensation Committee and the CompensationNominations and Governance Committee.

Audit Committee

The Company has a separately designated Audit Committee, as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the Audit Committee are Messrs. Lyall, CapeLiner, Mannarino and Wright. Mr. LyallMannarino serves as Chairman of the Audit Committee. The Board has determined that Mr. LyallMannarino qualifies as an audit committee financial expert as described by Item 407(d)(5) of RegulationS-K of the Exchange Act, and that each of the Audit Committee members is independent under the applicable NASDAQ listing requirements and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). The Audit Committee held five meetings in 2014.2017.

The primary purpose of the Audit Committee is to assist the Board in its general oversight of CECO’s financial reporting process and approval of the services provided to CECO by its auditors. The Audit Committee also evaluates transactions where the potential for a conflict of interest exists. The Audit Committee’s purposes are more fully described in its written charter, a copy of which can be found on our websitewww.cecoenviro.comon the Investor Information,Relations, Corporate Governance section.

Compensation Committee

Our Compensation Committee is comprised of Messrs. Goldberg and Wright and Ms. Sachs, each of whom is an independent director under the applicable NASDAQ listing requirements. Ms. Sachs serves as Chairwoman of the Compensation Committee. The Compensation Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Information,Relations, Corporate Governance section. The Compensation Committee held fiveseven meetings in 2014.2017. The primary purpose of the Compensation Committee is to review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other named executive officers, and to approve or make recommendations to the Board with respect to the compensation of our other executive officers. The Compensation Committee also administers the Amended and Restated CECO Environmental Corp. 20072017 Equity and Incentive Compensation Plan (the “Incentive“2017 Incentive Plan”) and the Employee Stock Purchase Plan. The Compensation Committee’s processes and procedures for the consideration and determination of executive and director compensation are discussed in the section entitled “Executive Compensation”“Executive Compensation” below.

Nominations and Governance Committee

Our Nominations and Governance Committee is comprised of Messrs. Liner and Rudin and Ms. Sachs, each of whom is an independent director under the applicable NASDAQ listing requirements. Mr. Liner serves as Chairman of the Nominations and Governance Committee. The Nominations and Governance Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. The Nominations and Governance Committee held four meetings in 2017. The primary purposes of the Nominations and Governance Committee are to identify individuals qualified to become Board members, make recommendations to the Board regarding Board and committee composition and to develop and recommend to the Board corporate governance principles applicable to the Company and oversee the evaluation of the Board and management.

Board Leadership Structure and Risk Oversight

The positions of Chairman of the Board and Chief Executive Officer are held by different individuals: Jason DeZwirek serves as Chairman and Jeffrey LangDennis Sadlowski serves as Chief Executive Officer. Our Bylaws provide that any two or more offices may be held by the same person, but the Board believes that the current separation of the offices of Chief Executive Officer and Chairman reflects the difference in the roles of those positions. The Chief Executive Officer is responsible for determining the strategic direction and theday-to-day leadership of the Company. The Chairman determines the agenda for and presides over Board meetings.

The separation of the roles of Chief Executive Officer and Chairman and the independence of a majority of the board members helps ensure independent oversight of management. All of the directors on the current Board, other than the Chairman, Jason DeZwirek, the Chief Executive Officer, Jeffrey Lang,Dennis Sadlowski, and Jonathan Pollack qualify as independent under the applicable NASDAQ listing requirements. The standing committees — the Audit Committee, the Compensation Committee and the CompensationNominations and Governance Committee — are comprised entirely of independent directors and provide independent oversight of management.

CECO’s management is responsible for identifying, assessing and managing the material risks facing CECO. The Board performs an important role in the review and oversight of these risks, and generally oversees CECO’s risk management practices and processes, with a strong emphasis on financial controls. The Board has delegated primary oversight of the management of (i) financial and accounting risks and related-party transaction risks to the Audit Committee, and (ii) compensation risk to the Compensation Committee and (iii) corporate governance risk to the Nominations and Governance Committee. To the extent that the Audit Committee, Compensation Committee or Compensationthe Nominations and Governance Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board.

Nomination Process

The Company does not havehas a standing nominating committee.Nominations and Governance Committee. The Nominations and Governance Committee identifies individuals qualified to become Board does not believe that it is necessary to form a standing nominating committee given that we require director nominees to be selected, or be recommended for the Board’s selection, by a majority of the independent members of the Board. Each director may participate in the selection of nominees that are recommendedand makes recommendations to the Board byregarding Board and committee composition, consistent with the independent directors.

In lieu of a nominating committee charter, the Board has adopted a Director Nomination Policy adescribed below, and develops and recommends Board members to the Board for committee membership. A copy of whichthe Director Nomination Policy can be found on our websitewww.cecoenviro.comon the Investor Information,Relations, Corporate Governance section.

WeThe Company’s Bylaws provide stockholders the ability to nominate candidates for election as directors at an annual meeting of stockholders. To be timely, a stockholder’s notice generally must be delivered to or mailed and received by the Corporate Secretary of the Company at the Company’s principal executive offices not less than 90 nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting, subject to adjustment as provided in the Company’s Bylaws in the event of advancement or delay of the Company’s annual meeting. The Company’s Bylaws also haveprovide certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from making nominations for directors at an annual meeting of stockholders. A stockholder’s notice must set forth, among other things, as to a nomination the stockholder proposes to bring before the meeting:

In addition to the formal procedure set forth in the Company’s Bylaws for the nomination of directors by stockholders, the Nominations and Governance Committee has adopted a policy with respect to directorconsider stockholder recommendations of candidates recommended by stockholders.for nomination to the Board who stockholders submit outside the process in the Company’s Bylaws discussed above. The independent directorsNominations and Governance Committee will consider director candidates recommended by stockholders for inclusion on the slate of directors recommended to the Board. Board on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in our Director Nomination Policy, as well as any other criteria approved by the Board from time to time. The Nominations and Governance Committee will determine whether to interview any candidate.

Any stockholder may submit one candidate for consideration at each stockholder meeting at which directors are to be elected. Stockholders wishing to recommend a candidate must submit the recommendation no later than 120 days before the date our proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, provided, that if we did not hold any annual meeting in the previous year, or if the date of the next annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline will be a date that is a reasonable time before we begin to print and mail our proxy materials, but in no event, less than 90 days prior to such mailing. Recommendations must include the candidate’s name, contact information and a statement of the candidate’s background and qualifications, and must be sentmailed to the following address: CECO Environmental Corp., 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227, Attention: Secretary.

At the time the stockholder submits the recommendation for a director candidate, the stockholder must provide the following:

A stockholder must also meet and comply with all applicable rules and regulations promulgated by the SEC relating to the nomination of director candidates by stockholders. The independent directors will evaluate candidates recommended by stockholders on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in our Director Nomination Policy as well as any other criteria approved by the Board from time to time. The independent directors will determine whether to interview any candidate.

Director Qualifications and Diversity

Our Board believes that the Board, as a whole, should have a diverse range of characteristics and skills to function at an optimal level in exercising its oversight over the Company. When evaluating a person for nomination for election to the Board, the qualifications and skills considered by the Board, including the independent Board members,Nominations and Governance Committee, include:

The Board applies a broad concept of diversity, which includes all of the criteria listed above together with other factors such as the nominee’s age and leadership abilities. Although CECO does not have a diversity policy, when the Board seeks new director candidates to add to the Board or to replace directors who have resigned or recommends there-election of incumbent directors, the Board selects director nominees on the basis of all of these criteria with the goal of finding the best match for CECO’s Board.

With respect to skill set diversity, the Board seeks to have directors and nominees with not only experience and expertise related to air pollution controlenvironmental, energy or fluid handling, but also in a broad range of other areas, and the Board currently consists of members with expertise in manufacturing, finance, accounting and legal matters.

Stockholder Communications with Directors

The Board has adopted a process by which stockholders may communicate with the Board for matters other than director nominations. Stockholders who would like to communicate with the Board, or a committee of the Board, should send the communication to: Chairman of the Board, CECO Environmental Corp., 2300 Yonge Street, Suite 1710, Toronto, Ontario M4P 1E4.

Mr. DeZwirek will forward such communications to the Board at or prior to the next meeting of the Board. Stockholders wishing to communicate only with the independent directors can address their communications to “Independent Directors, c/o Chairman of the Board” at the same address above. These communications will be forwarded to the independent directors at or prior to the next meeting of the independent directors.

The Board or the independent directors will determine, in their respective sole discretion, the method by which any such communications will be reviewed and considered.

Compensation Committee Interlocks and Insider Participation

The members of the Company’s Compensation Committee are Messrs. Wright and Goldberg.Goldberg and Ms. Sachs. None of the members of the Company’s Compensation Committee that served during 2017 is or has been an officer or employee of the Company. No executive officer of the Company served in the last year as a director or member of the compensation committee of another entity one of whose executive officers served as a member of the Company’s Board or on the Company’s Compensation Committee.

Code of Ethics and Corporate Governance Guidelines

We have adopted a Code of Ethics that applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions). and Corporate Governance Guidelines applicable to our directors to assist the Board in following corporate guidelines that serve the best interests of the Company. The Code of Ethics isand Corporate Governance Guidelines are posted on our website atwww.cecoenviro.comon the Investor InformationRelations, Corporate Governance section. We will post on our website any amendments to or waivers of the Code of Ethics for executive officers or directors in accordance with applicable laws and regulations. The information on or accessible through the Company’s website is not a part of or incorporated by reference into this proxy statement.

Report of the Audit Committee

The Audit Committee has reviewed and discussed the audited financial statements of CECO for the fiscal year ended December 31, 2014,2017, with CECO’s management and has discussed with BDO USA, LLP (“BDO”), CECO’s independent registered public accounting firm, those matters required to be discussed by Auditing Standard No. 16,1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board (the “PCAOB”).

In addition, the Audit Committee has received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB, regarding BDO’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed BDO’s independence with BDO.

Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in CECO’s Annual Report on Form10-K for the fiscal year ended December 31, 20142017 for filing with the SEC.

Audit Committee

Lynn J. Lyall,Claudio A. Mannarino, Chairman

Arthur CapeDavid B. Liner

Donald A. Wright

Security Ownership of Certain Beneficial Owners

The following table sets forth the name and address of each beneficial owner known by CECO to be beneficial owner of more than five percent (5%) of CECO’s common stock as of April 2, 2015.13, 2018.

Security Ownership of Management

The following table sets forth the beneficial ownership of CECO’s common stock as of April 2, 2015,13, 2018, for each director, director nominee, named executive officer, director and director nominees and by all executive officers, directors and executive officersdirector nominees of CECO as a group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons beneficially owning more than ten percent of a class of our equity securities to file certain reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely on our review of Section 16(a) reports and any written representation made to us, the Company believes that all such required filings for 20142017 were made in a timely manner, except for one transaction for each of Messrs. Cape, Prajzner and Cook in February 2014 and one transaction for Mr. Wright in September 2014.manner.

Certain Transactions

Since January 1, 2014,2017, we have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described below.

We are a party to an oral agreement with Icarus pursuant to which Icarus provides us management consulting services.services regarding the Company’s corporate policies, marketing, strategic and financial planning, including long and short-term goals, mergers and acquisitions and other business combinations, financing, growth plans and other related matters, for $30,000 per month. In October 2017, this agreement was amended to be $20,000 per month. Icarus is controlled by our Chairman of the Board, Jason DeZwirek. During the fiscal year ended December 31, 2014,2017, we paid fees of $360,000$330,000 to Icarus.

We entered into an oral agreement with JMP Fam Holdings, Inc. (“JMP”) in August 2011, under which JMP provides us consulting services consisting of strategic advisory services, including the evaluation of financing options, capital structure and potential acquisitions, for $10,000 per month. In October 2017, this agreement was amended to be $6,500 per month. Mr. Pollack, who controls JMP, performs the services on behalf of JMP. We paid JMP $145,000$109,500 during the fiscal year ended December 31, 2014 which included a $25,000 transaction bonus, in connection with our acquisition of Emtrol LLC in November 2014.2017.

Executive Compensation

Compensation Discussion and Analysis

ThroughoutFounded in 1966, we are a global leader in industrial air quality and fluid handling serving the energy, industrial and other niche markets. The Company provides innovative technology and application expertise that helps companies grow their businesses with safe, clean and more efficient solutions to help protect our shared environment. The Company serves both established and emerging industries in regions around the world working to improve air quality, optimize the energy value chain, and provide customized engineered solutions in multiple applications that include oil and gas, power generation, water and wastewater, battery production, poly silicon fabrication, chemical and petrochemical processing, along with a wide range of other industries.

2017 was a year of transition for our Company’s executive leadership team. Jeffrey Lang stepped down as Chief Executive Officer (“CEO”), President and a member of the Board as of February 1, 2017. Upon Mr. Lang’s separation, the Board appointed Dennis Sadlowski, then a member of the Board, to serve as interim CEO and President. After a very effective four months of service in this interim role, Mr. Sadlowski was appointed as permanent CEO effective June 9, 2017. Additionally, in January 2017, Matthew Eckl joined us as the Company’s new Chief Financial Officer (“CFO”), and our former CFO, Edward Prajzner, assumed the role of Executive Vice President of Corporate Development. Mr. Prajzner subsequently stepped down from his roles with the Company on July 17, 2017. On May 16, 2017, Paul Gohr was appointed as the Chief Accounting Officer of the Company. Previously, Mr. Gohr served as the Vice President of Financial Reporting of the Company. On December 31, 2017, Benton Cook, our Controller and former Chief Accounting Officer, separated from the Company.

For purposes of this proxy statement, Jason DeZwirek, Jeffrey Lang, Edward Prajzner, Benton Cook and Neal Murphythe following individuals are referred to as theconsidered our 2017 “named executive officers”:

Board Composition Changes

We are also undergoing transition in our Board leadership. During 2017, we nominated a new, independent Board member, David Liner, who was elected to the Board at our 2017 annual meeting of shareholders and is the Chairman of our Nominations and Governance Committee. In 2018, the terms of service of two long-term directors (Messrs. Rudin and Wright) will expire at the Annual Meeting. Only one new, independent Board member (Mr. Nanda) has been nominated for election in 2018. Therefore, the Board will be reduced to eight members.

Shareholder Engagement and 2018 Changes to Executive Compensation Program

At our 2017 annual meeting of shareholders, we received approximately 98% approval, based on total votes cast for and against, for our advisory“Say-on-Pay” proposal to approve the compensation of our named executive officers.” Mr. Murphy served In 2017, we had direct contact and discussions with shareholders representing greater than 40% of shares outstanding. Our Chairman, CEO, CFO and other directors participated in these discussions and provided shareholder feedback to the Chairs of the Committees of the Board and to the remainder of the Board as a whole. The Compensation Committee considered the 2017Say-on-Pay voting results at its subsequent

meetings and remains dedicated to continuous improvement to the Company’s existing executive pay programs. However, the Compensation Committee did not make any changes to our Chief Financial Officerexecutive compensation policies or practices that were specifically driven by the outcome of theSay-on-Pay vote.

Nonetheless, the Compensation Committee did approve changes to our executive compensation programs in 2014 until he left2017 and 2018, as further described below, to be more market competitive and more closely approximate what we believe are industry best practices. Among those changes were the following:

Overview of Compensation Program

The Compensation Committee oversees our compensation programs, with particular attention to the compensation for our Chief Executive OfficerCEO and the other named executive officers.officers (other than for Mr. DeZwirek, our Chairman, who receives his compensation pursuant to the related person transaction arrangement with Icarus as described above). It is the responsibility of the Compensation Committee to review and approve or,(or, as the case may be, recommend to the Board for approval,approval) changes to our executive compensation policies and benefits programs, to recommend and approve stock-based awards to named executive officers, and to otherwise ensure that the Company’s compensation philosophy is consistent with the best interests of the Company and its stockholders and is properly implemented and monitored. The Compensation Committee reports to the Board on all compensation matters regarding our directors, executives, and other key salaried employees. The Compensation Committee annually reviews and approves the compensation for our directors, executives, and other key salaried employees. The Compensation Committee does not generally delegate any of its authority to other persons, although it has the power to delegate certain authority as permitted by applicable law and the NASDAQ listing standards to subcommittees.subcommittees, the Board or management.

Theday-to-day administration of savings, health, welfare, and paidtime-off plans and policies applicable to salaried employees in general areis handled by our human resources and finance department employees. The responsibility for certain fundamental changes outside theday-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee.

At our 2014 Annual Meeting, we received approximately 98% approval, based on total votes cast, for our advisory “Say-on-Pay” proposal to approve the compensation of our named executive officers. The Compensation Committee considered the 2014 voting results at its meetings and remains dedicated to continuous improvement to the existing executive pay programs. As a result of its considerations, the Compensation Committee implemented the executive pay practices described below.

The following discussion and analysis of our 20142017 executive compensation program, which may include forward-looking statements, should be read together with the compensation tables and related disclosures that follow this section.

Compensation Policy and Objectives

The principal objectiveobjectives of our executive compensation program isare to attract, motivate, and retain and reward highly qualified persons who are committed to the achievement as our executive officers of solid financial performance and excellence in the management of the Company’s assets. The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of annual, long-term and strategic goals by the Company and to align the named executive officers’ interests with those of the Company’s other stockholders. The Compensation Committee accomplishesseeks to accomplish this by providing competitive compensation designed to link executive compensation to the Company’s financial and operational performance, as well as rewarding the overall high performance of its named executive officers, when applicable, in line with the ultimate objective of increasing stockholder value. The Compensation Committee generally evaluates compensation against individual performance and external market factors to help ensure that we maintain our ability to attract and retain key executive talent. To that end, total compensation for the named executive officers other than our Chairman generally is comprised of a base salary, plus incentive compensation,short-term incentives, and long-term incentives, a portion of which is designed to be earned based on the Company’s financial performance and other factors, including, for certain named executive officers, achievement ofnon-financial, qualitative goals. However, the Compensation Committee retains discretion to approve individual goals. Individual non-incentive bonuses are also partto reward the individual efforts of overall compensation from time to time based on an individual’s special efforts.named executive officers.

Risk Considerations in our Compensation Program

We structure the compensation of management, other than for our Chairman, to consist of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income so management does not feel pressured to focus exclusively on short-term gains, which may be to the detriment of long-term stock price appreciation and other business metrics. The variable portions of compensation (cash bonus, short-term incentive and, in some cases, stock, stock-based and option awards) portions of compensation are designed to reward both individual performance and overall corporate performance. For individualIndividual performance bonuses areis qualitatively determined by the Compensation Committee. Company performance is determined based on overallachievement in operating income.income, bookings and revenue, working capital and (for certain officers) earnings per share, as further described below. We believe that the variable components of compensation are sufficient to motivate management to produce superior short- and long-term corporate results while the fixed element is also sufficient such that management is not encouraged to take unnecessary or excessive risks in doing so.working to produce such results. During 2016, we conducted a risk review of our 2016 compensation program for all employees. Based on this review, we believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Role of Executive Officers in Compensation Decisions

Based on the foregoingcompensation objectives described above, the Compensation Committee has generally structured the Company’s annual and long-term incentive-based executive compensation with the intent to motivate the named executive officers other than our Chairman to achieve the business goals set by the Company and to reward the named executive officersthem for achieving such goals. These goals have generally included anmay include overall Company performance goals and qualitative goals communicated to the individual performance goal as well as overall company performance goals.named executive officer. The Compensation Committee from time to time relies upon recommendations made by the Company’s management, and in particular, the Chief Executive Officer,CEO, regarding compensation for the named executive officers other than the Chief Executive Officer.himself and our Chairman. The Compensation Committee reviews and approves or,(or, if the situation warrants, recommends to the full Board for approval,approval) all new executive compensation programs, including those for the named executive officers.officers other than our Chairman. As part of its review and establishment of the performance criteria and compensation of our named executive officers, the Compensation Committee meets separately at least once on an annual basis with the Chief Executive OfficerCEO and other executives as it deems appropriate. The Chief Executive OfficerCEO and such other executives as the Chief Executive OfficerCEO deems appropriate, including the Chairman, annually review the performance of each of the other named executive officers of the Company, (other thanand the Chief Executive Officer whoseCEO’s performance is reviewed by the Compensation Committee).Committee and thenon-executive members of the Board of Directors. The conclusions reached and recommendations based on these reviews are presented to the Compensation Committee.Committee and to the non-executive members of the Board of Directors. The Compensation Committee exercises its discretion in modifying any recommended adjustments or awards to named executive officers.

Role of Compensation Consultants in Compensation Decisions

Under its charter, the Compensation Committee has authority to engage such compensation consultants as it deems necessary or appropriate to carry out its responsibilities and to cause the Company to pay the reasonable compensation of such compensation consultants as established by the Compensation Committee.

In 2017, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to advise the Compensation Committee on executive compensation matters. At the Compensation Committee’s direction, Meridian prepared, presented and made recommendations on peer group data, competitive market pay, compensation structure, and general market trends. More specifically, Meridian provided the Compensation Committee with market and peer group data to give the Compensation Committee context for the Company’s annual incentive plan participants, target award opportunities and the appropriate allocation between financial and qualitative metrics. In addition, Meridian recommended that the Company set annual incentive targets to align with the Company’s short-term business strategy and complement its long-term incentive structure, as well as to be measurable and specific with respect to goals and ranges tied to creating shareholder value. The Compensation Committee considered the advice of Meridian as part of its compensation decision making process for a portion of 2017 compensation, as further described below.

As noted above, the Company engaged Mr. Sadlowski to serve as interim CEO in January 2017. After a thorough internal and external search, and based on his successful tenure as interim CEO, the Company determined that Mr. Sadlowski was best positioned to take on the role of permanent CEO. In connection with Mr. Sadlowski’s appointment, Meridian advised the Compensation Committee on the design of Mr. Sadlowski’s compensation package, including the elements and magnitude of pay.

The Compensation Committee has assessed the independence of Meridian, as required under the NASDAQ listing requirements. The Compensation Committee also has considered and assessed all relevant factors, including those set forth in Rule10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Meridian during 2017. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work of Meridian. Meridian does not provide any services to management or any other services to the Company.

Setting Executive Compensation

The Compensation Committee evaluates the performance of the Chief Executive OfficerCEO and the other named executive officers (other than our Chairman) and, based on such evaluation, reviews and approves the annual salary, annual cash incentive, bonus, long-term stock-based compensation, and other material benefits direct and indirect, of the Chief Executive OfficerCEO and such other named executive officers, subject to the terms of any applicable employment agreement.agreements. In determining appropriate base salary levels, subjective consideration is given to the applicable named executive officer’s impact level, scope of responsibility and past accomplishmentsaccomplishments.

External Pay Comparisons

The Compensation Committee used external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. In 2015, Meridian prepared a list of peer companies with input from members of the Board. This peer group was initially designed to include companies with which we compete for executive talent. The market check peer group was determined to be appropriate again for 2017 and consisted of the following 21 companies:

The market check peer group for 2017 was the same as the market check peer group for 2016 and 2015. Currently, the Company is in the bottom quartile of the peer group in terms of size, based primarily on revenue and market capitalization.

Based on its review of the peer group data and market data and other similar factors.factors outlined in the Compensation Discussion and Analysis, among other things, Meridian determined that Mr. Sadlowski’s 2018 total target compensation approximates the 25^th percentile of the peer group, which is in line with where the Company is positioned within the peer group, as described above.

Stock Ownership Guidelines

Effective August 3, 2016, the Board implemented mandatory stock ownership guidelines for our CEO to further align the interests of the CEO and stockholders. The CEO is required to own shares of our common stock having a value equal to at least five times his base salary. On March 30, 2018, the Compensation Committee approved revised stock ownership guidelines, which require the Company’s named executive officers to own shares of our common stock having values equal to the applicable multiple of base salary set forth in the table below:

A named executive officer has five years from his or her appointment to a participating position to comply with this requirement. The Compensation Committee in its discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. For purposes of this requirement, stock ownership includes all shares of our common stock owned by the named executive officer outright or held in trust for the CEO and his or her immediate family, plus the CEO’s deferred or restricted stock or restricted stock units. The value of a share is measured as the greater of the then current market price or the closing price of a share of the common stock on the grant date.

Elements of Compensation

Base Salary

The Company provides named executive officers and other employees(other than our Chairman) with a base salary to compensate them for the expertise and value they bring to their jobs. Base salary is determined for each applicable named executive officer based on his or her position and responsibility by taking into account the named executive officer’s impact level, external market data, scope of responsibility, prior experience, past accomplishments and other similar factors, and the particular base salary is subject to any existing employment agreement ofwith such named executive officer.

Salary levels offor the applicable named executive officers are reviewed and approved by the Compensation Committee annually as well as upon a promotion or other change in job responsibility. The salary levels, including any increase thereof,increases, are also based on the Compensation Committee’s evaluation of the individual’s strengths, development and expected future contributions with respect to the corporate goals and objectives relevant to the individual’s compensation, including individual performance. Base salary rates in effect during employment for the named executive officers during 2017 were as follows:

None of the named executive officers who were employees in 2016 received a salary increase in 2017, except for Mr. Gohr, whose base salary shown in the table above reflects an increase of $37,635 per year (or approximately 25% of his base salary) on May 16, 2017 in connection with his promotion to Chief Accounting Officer. The base salaries of Messrs. Eckl and Sadlowski were determined based on the factors outlined above and impacted by arms’ length negotiations with such officers in connection with their commencement of employment during 2017.

Cash Incentive Compensation

Mr. Lang is entitled, under his employment agreement, to an incentive cash bonus of up to 100% of his base salary depending on whether performance objectives, as approved by the Compensation Committee, are met. For 2014, the Compensation Committee approved and established multiple objectives. The objectives, which were both qualitative and quantitative, included achieving operating income of $41.2 million, creating a stronger senior leadership team, completing the transformational and successful integration of Met-Pro Technologies LLC (“Met-Pro”), while simultaneously laying the proactive foundation for other similar acquisitions including SAT Technology, Inc., HEE Environmental Engineering, Emtrol, LLC and Jiangyin Zhongli Industrial Technology Co. Ltd. Although the operating income target was not met for the Company, the Compensation Committee exercised its discretion and awarded a bonus to Mr. Lang as if the operating target had been met, due to his efforts in helping complete and integrate strategic acquisitions during 2014. The Compensation Committee determined that he achieved all of his personal objectives and hence awarded him a non-equity incentive compensation award of $461,320, which is equal to 100% of his then-current base salary.

In addition, weWe believe that a portion of the compensation paid to our named executive officers (other than the Chairman) should be designed to be earned based on our annual performance, so that the executives are appropriately motivated to maximize our operating performance each year. To that end, in 2017 the Compensation Committee and the Board approved and adopted an Amended and Restated 2006 Executive Incentive Compensation Plan (the “Bonus Plan”).annual incentive award opportunities for our named executive officers under our annual incentive program. Under the Bonus Plan,annual incentive program, the Compensation Committee selects the executive officers to participate in the Bonus Plan,annual incentive program, determines the amounts of awards for each such executive officer, determines the performance goals, and determines whether objectives and conditions for earning awards have been met. The performance goals may consist of both objective financial targets and (for certain named executive officers) personal performancequalitativeperformance targets.

The Compensation Committee selected theEach of our participating named executive officers to participate inhad a target cash incentive opportunity for 2017 expressed as a percentage of base salary. In 2017, following consultation with Meridian, the Bonus Plan, determined the performance goals for fiscal year 2014, and determined whether objectives and conditions for earning awards were met. For 2014,Company proposed, the Compensation Committee selected Edward Prajznerrecommended, and Benton Cookthe Board approved, a modification to participatethe annual incentive compensation program to expand the range of payouts for above target performance for certain named executive officers, including by increasing the maximum payout for the CEO and the CFO to 200%. Previously, the CEO and CFO were eligible for a payout of up to 120% of their annual incentive target. Mr. Lang was not a participant in the Bonus Plan. There2017 cash incentive program as he was no longer employed by the Company at the time performance targets were two componentsset. Mr. DeZwirek was not a participant in the 2017 cash incentive program, as he receives his compensation pursuant to the related person transaction arrangement with Icarus, as described above. Target awards and potential payout levels for the participating named executive officers for 2017 are shown in the following table:

For 2017, in recognition of his promotion to Chief Accounting Officer and his increased responsibilities, Mr. Gohr’s target award was increased from 25% of base salary (which was the applicable target level for his 2016 annual incentive) to 35% of base salary.

Depending on the performance results achieved, actual awards can vary as a percentage of target from a threshold of 50% to a maximum level, as set forth in the table above. For 2017, the Compensation Committee approved the specific performance measures for the 2017 cash incentive program and their relative weightings. If the designated target level for each performance metric is attained, the cash incentive award is designed to pay out at 100% for that metric. The threshold is the lowest level of payout below which no payment is made for the specific component. If performance for a metric is between the identified threshold and target, or target and maximum, the actual payout is determined based on straight-line mathematical interpolation. However, regardless of the actual attainment of any of the individual metrics, the awards were designed so that no payout was to occur if we did not achieve a threshold operating income goal of $46,400,000 for the performance period.

The following performance metrics were selected for the 2017 cash incentive program to drive desired behavior that impacts shareholder value:

For 2017, the specific corporate performance goals and actual achievements were as follows for Messrs. Sadlowski, Eckl, and Prajzner (dollars in millions, except for EPS):

For the period from January 1, 2017 through May 31, 2017, Mr. Sadlowski received a bonus of $201,644 pursuant to the terms of Mr. Sadlowski’s initial offer letter, dated January 26, 2017. Only thepro-rata portion of his annual cash incentive opportunity for the period from June 1, 2017 through December 31, 2017 was subject to the performance targets: one quantitativeobjectives described in the table above. For such period, Mr. Sadlowski’spro-rated target award was $337,123.

For 2017, the specific financial performance goals and actual achievements were as follows for Messrs. Cook and Gohr (dollars in millions):

This different structure was used for Messrs. Gohr and Cook to ensure the performance metrics aligned with the primary responsibilities of their departments.

In addition, 10% of the award for each of Messrs. Cook and Gohr could be earned based on the achievement of a Companynon-financial, qualitative objectives. For Mr. Gohr, thesenon-financial objectives were as follows:

For Mr. Cook, thesenon-financial objectives were as follows:

The objective bonusIn February 2018, the Compensation Committee determined the degree to which the cash incentive award goals for Mr. Prajzner2017 were achieved, which actual results are highlighted in the tables above. However, because the threshold operating income goal for the performance period was based on whethernot achieved (actualNon-GAAP operating income achieved a $41.2 million target. Ifwas $28.3 million), no payouts were earned under the target was met,2017 annual cash incentive program. However, after consideration of the individual contributions of Mr. Prajzner would be entitled to 30% of his then-current base salary. AlthoughEckl during 2017, including improving the operating income target was not met forcalendar and cadence, compliance with The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), executing two credit agreement amendments, promoting transparency between management and the Company,Board, initiating an enterprise resource planning (“ERP”) reduction plan, legal entity optimization plan and implementing several performance management strategies, the Compensation Committee exercised its discretionawarded him a discretionary bonus equal to $50,000. Further, after consideration of the individual contributions of Mr. Gohr during 2017, including the roll out of certain financial policies, compliance with Sarbanes-Oxley, the successful implementation of new accounting standards,re-organizing the finance team to promote and align individual and Company growth and the initiation of share service capability for select cycles, the Compensation Committee awarded him a discretionary bonus equal to $30,000. In addition, pursuant to the terms of his employment agreement, Mr. Sadlowski was determined to have earned a bonus payment equal to $201,644 for the period from January 1, 2017 through May 31, 2017, as confirmed and approved by the Compensation Committee pursuant to the terms of Mr. Prajzner as ifSadlowski’s interim CEO offer letter, dated January 26, 2017. Thenon-financial objectives for Mr. Gohr were not evaluated due to the failure to achieve the threshold operating target had been met,income goal, and Mr. Cook’snon-financial objectives were not evaluated due to his effortsdeparture from the Company on December 31, 2017.

Other Bonus Payments

In connection with his commencement of employment and in helping complete and integrate strategic acquisitions during 2014.

Management, including our Chief Executive Officer, consultedaccordance with the Compensation Committee to determine Mr. Prajzner’s individual goals. The individual performance targets for 2014 for Mr. Prajzner included improving working capital management, efficiently delegating accounting work streams, finance team talent development and expanding operational focus. If Mr. Prajzner achieved his individual goals, a cash bonus in the amount equal to up to 10%terms of his then-current base salary could be granted to him. It was determined thatemployment agreement with the Company, Mr. Prajzner met his individual goals.

Mr. Prajzner thereforeEckl received a non-equity incentive compensation awardbonus payment of $100,000$65,000 on January 12, 2017 (as further described below under the Bonus Plan for 2014. On December 31, 2014, Mr. Prajzner’s base salary was $250,000. Mr. Prajzner also received a $35,000 cash bonus in connection with acquisitions completed during 2014.Potential Payments Upon Termination or Change of Control).

The objective bonus for Mr. Cook was based on whether operating income achieved a $41.2 million target. If the target was met, Mr. Cook would be entitled to 15% of his then-current base salary. Although the operating income target was not met for the Company, the Compensation Committee exercised its discretion and awarded a bonus to Mr. Cook as if the operating target had been met, due to his efforts in helping complete and integrate strategic acquisitions during 2014.

Management, including our Chief Executive Officer, consulted with the Compensation Committee to determine Mr. Cook’s individual goals. The individual performance targets for 2014 for Mr. Cook included improving working capital management, efficiently delegating accounting work streams, finance team talent development and expanding operational focus. If Mr. Cook achieved his individual goals, a cash bonus in the amount equal to up to 10% of his then-current base salary could be granted to him. It was determined that Mr. Cook met his individual goals.

Mr. Cook therefore received a non-equity incentive compensation award of $37,500 under the Bonus Plan for 2014. On December 31, 2014, Mr. Cook’s base salary was $150,000.

Long-Term Equity Compensation

The Company believes that granting stock-based awards and options from time to time provides named executive officers with a strong economic interest in maximizing stockholder returns over the longer term. The Company also believes that the practice of granting stock-based awards and options from time to time is important in retaining and recruiting the key talent necessary to ensure the Company’s continued success.

Consistent with such belief, in April 2007, the Compensation Committee approved, and recommended for the Board’s approval, the Incentive Plan, which was adopted by the stockholders in May 2007. Furthermore, in August 2013, the stockholders approved an amendment to the Incentive Plan to increase the number of shares of common stock issuable thereunder. The Incentive Plan permitsOur equity compensation plans have permitted us to grant stock awards as well as option awards. The Compensation Committee believes that this gives the Company more flexibility in designing its overall compensation packages. The Incentive Plan isequity compensation plans have been designed to promote the long-term financial interests and growth of the Company by attractinghelping attract and retainingretain management with the ability to contribute to the success of the business, by providing an opportunity for increased equity ownership by named executive officers and by maintaining competitive levels of total compensation. The Compensation Committee administers the Incentive Plan.our equity compensation plans.

Under the 2017 Incentive Plan, awards may betake the form of restricted stock grants, bonus stock grants without restrictions,non-qualified stock options, incentive stock options, and restricted stock units.units (“RSUs”), performance-based awards and certain other awards. The restrictions on awards may belapse based on performance and/or time vesting. Prior to the adoption of the Incentive Plan, it was the policy ofIn 2017, the Compensation Committee to grant incentivegranted time-basednon-qualified stock options, for all eligible employees granted options, as incentivetime-based RSUs, and performance units to provideexecutives and time-based RSUs to directors.

As discussed above, the employees with an enhanced tax benefit over non-qualified stock options. Since the adoption of the Incentive Plan, the Compensation CommitteeBoard has issued both restricted stock and options, although the Company has only issued options in recent years.

The Company has no formal policy regardingimplemented mandatory stock ownership or retention by the Company’s named executive officers.

For more information aboutguidelines for our Incentive PlanCEO in 2017 and awards under that plan for 2014, see 2014 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at 2014 Fiscal Year-End Tableother officers and the accompanying narratives below.key executives in 2018.

Options

As discussed above, from time to time, we issue options under the Incentive Planour equity compensation plans to provide long-term equity compensation to executive officers. The options issued in recent years have consisted of the following awards to our named executive officers.

In connection with his hiring, we granted Mr. Lang options in 2010 to purchase 600,000 shares of our common stock, which options were designed to generally vest over a five-year period. In connection with our acquisition ofMet-Pro in August 2013, we granted Mr. Lang options to purchase 400,000 shares of our common stock, which options were designed to generally vest over a five-year period. Mr. Lang exercised 280,000 vested options in March 2017. In connection with his separation from the Company, all of Mr. Lang’s unvested options were forfeited.

Mr. Prajzner received 15,000 options to purchase shares of our common stock in August 2013 in connection with our acquisition ofMet-Pro, which options were designed to generally vest over a five-year period, 10,000 options to purchase shares of our common stock in January 2014, which options were designed to generally vest over a five yearfive-year period, and 25,000 options to purchase shares of our common stock in May 2014, which options were designed to generally vest over a three-year period, 25,000 options to purchase shares of our common stock in January 2015, which options were designed to generally vest over a five-year period, 25,000 options to purchase shares of our common stock in January 2016, which options were designed to generally vest over a five-year period, and 12,403 options to purchase shares of our common stock in May 2017, which options were designed to generally vest over a four-year period. Mr. Prajzner exercised 5,000 vested options in October 2017. In connection with his separation from the Company, all of Mr. Prajzner’s unvested options were forfeited and the exercise period for all remaining vested options has expired.

Mr. Cook received 3,000 options to purchase shares of our common stock in May 2012, which options were designed to generally vest over a four-year period, 5,000 options to purchase shares of our common stock in November 2012, which options were designed to generally vest over a four-year period,5,000 options to purchase shares of our common stock in May 2013, which options were designed to generally vest over a four-year period, 15,000 options to purchase shares of our common stock in August 2013 in connection with our acquisition ofMet-Pro, which options were designed to generally vest over a five-year period, 10,000 options to purchase shares of our common stock in January 2014, which options were designed to generally vest over a five-year period, and 7,500 options to purchase share of our common stock in October 2014, which options were designed to generally vest over a five-year period.

In September 2013, in connection with beginning employment with the Company, Mr. Murphy received 75,000period, and 4,000 options to purchase shares of our common stock in September 2015, which options were designed to generally vest over a four-year period. No options were granted to Mr. Cook in 2016 and 2017 and he exercised 2,000 vested options in March 2018. In connection with his departure from the Company, all of Mr. Cook’s unvested options were forfeited and the exercise period for all remaining vested options expired on March 31, 2018.

Mr. Gohr received 2,500 options to purchase shares of our common stock in October 2014, which options generally vest over a five-year period, beginningand 4,000 options to purchase shares of our common stock in September 2014. As2015, which options generally vest over a resultfour-year period.

None of the named executive officers received options in 2017, except for Mr. Prajzner, as described above.

Restricted Stock Units

In addition, after consultation with Meridian and consideration of general market trends, in 2015 the Compensation Committee introduced time-based RSUs and performance-based RSUs into our compensation program.

Mr. DeZwirek received 7,642 time-based RSUs in connection with his resignationservice as a director in May 2017, which RSUs generally vest on theone-year anniversary of the grant date.

In connection with his appointment as CEO in June 2017, pursuant to his employment agreement, Mr. Sadlowski received 23,511 time-based RSUs, which RSUs generally vest ratably on an annual basis over a three-year period. Mr. Sadlowski also received 7,642 time-based RSUs in connection with his service as a director in May 2017, which RSUs generally vest on theone-year anniversary of the grant.

In connection with his appointment as CFO in January 2017, pursuant to his employment agreement, Mr. Eckl received 26,000 time-based RSUs, 11,000 of which vest on the second anniversary of the grant and 15,000 of which vest ratably on an annual basis over a five-year period.

In connection with his appointment as Chief FinancialAccounting Officer in March 2014, these optionsMay 2017, Mr. Gohr received 5,459 time-based RSUs, which generally vest over a four-year period.

Mr. Prajzner received 8,406 time-based RSUs in May 2017. In connection with his departure from the Company, all of Mr. Prajzner’s unvested RSUs, except for 3,125 RSUs vested in September 2017, were terminatedforfeited.

Mr. Cook received 4,367 time-based RSUs in May 2017. In connection with his departure from the Company, all of Mr. Cook’s unvested RSUs were forfeited.

No RSUs were granted to Mr. Lang in 2017. In connection his separation from the Company, all of Mr. Lang’s unvested RSUs were forfeited.

Performance Units

In connection with his appointment as CEO in July 2017, pursuant to his employment agreement, Mr. Sadlowski received performance units at a “target” level of $700,000, the payout of which performance units will vary from 0% to 200% of the target award, subject generally to atwo-year performance period (which begins on June 10, 2018 and ends on June 10, 2020) and the achievement of stock price performance criteria and objectives established by the Compensation Committee (as set forth in the table below). To the extent earned, the performance units generally vest on the third anniversary of the grant date. If, upon the conclusion of the performance period, our stock price performance is between performance levels, there will be no interpolation between payout levels. For purposes of this award, stock price performance is measured based on the highest average fair market value of our common stock that is attained during any period of 30 consecutive trading days that fall within the performance period.

To the extent earned, the performance units are paid in the form of shares of common stock determined by dividing the dollar value of the earned performance units by the highest stock price performance hurdle attained during the performance period ($12.00, $15.00 or $18.00, as applicable), rounded to the nearest whole share. As an example, if at any time during thetwo-year performance period the stock price is $15 at its highest for 30 consecutive trading days, then the performance units are vested at 100%. At the end of the performance period, Mr. Murphy has no vested options.Sadlowski would receive 46,667 shares of common stock, which is the quotient obtained by dividing $700,000 by $15.

Personal Benefits and Perquisites

The Company provides certain named executive officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with the Company’s overall compensation program to better enable the Company to attract and retain employees for key positions. These perquisites includeconsist of car allowances and payment of life insurance premiums.premiums, as applicable, as further described in the 2017 Summary Compensation Table below.

Retirement and Post-Employment Benefits

The Company sponsors a 401(k) retirement plan for our employees (the “401(k) Plan”). Pursuant to the 401(k) Plan, the Company matches contributions each pay period at 100% of the employee’s contributions for the first 3%, and 50% on the next 3%, of an employee’s compensation for a maximum match of 4.5%. The named executive officers (other than our Chairman) may participate in the 401(k) Plan on the same terms as the rest of our employees. We believe the 401(k) Plan is set at a reasonable level, is highly valued by recipients, has limited cost, is part of a competitive compensation program and is consistent with our overall goal of attracting and retaining qualified employees.

For more information about our equity compensation awards for 2017, see the2017 Grants of Plan-Based Awards Table and theOutstanding Equity Awards at 2017 FiscalYear-End Table and the accompanying narratives below.

Agreements with Individual Named Executive Officers

We entered into an employment agreement with Mr. Eckl effective as of January 9, 2017. We entered into an interim offer letter with Mr. Sadlowski on January 26, 2017, and then entered into an employment agreement with Mr. Sadlowski on June 10, 2017 when he was appointed as permanent CEO. These employment agreements and offer letters, as applicable, set forth the basic terms and conditions of employment for such named executive officers, including initial base salary, annual incentive opportunity, and long-term incentive opportunity, as well as certainsign-on equity and cash bonus compensation and certain perquisites and personal benefits. The employment agreements also include customary restrictive covenants and provide for certain severance compensation and benefits in the event of a qualifying termination of employment. The terms of these employment agreements reflect the product of arms’ length negotiations between the named executive officers and the Company.

At the beginning of 2017, we were party to an employment agreement with Mr. Lang. However, in connection with Mr. Lang’s separation from the Company, on February 1, 2017 we entered into a Separation Agreement with Mr. Lang pursuant to which the Company provided him certain severance compensation and benefits. In connection with his separation from the Company on July 21, 2017, Mr. Prajzner entered into a separation agreement and release with the Company, pursuant to which the Company provided him certain severance compensation and benefits.

For more information regarding these individual arrangements and the benefits provided thereunder, please see Potential Payments Upon Termination or Change of Control below.

Clawback Policy

In April 2017, our Board adopted a clawback policy. Under the clawback policy, if (1) the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws and (2) the Board reasonably in good faith determines that any current or former “Section 16 officer” of the Company willfully committed an act of fraud, dishonesty or recklessness that contributed to the noncompliance or benefitted materially from excessive incentive-based compensation, then the Board may direct the Company to use prompt and reasonable efforts to recover the excessive incentive-based compensation.

2018 Compensation Decisions

As noted above, for 2018, the Compensation Committee has approved certain changes to the Company’s executive compensation practices. Generally these changes were approved, with the advice of Meridian, to be more market competitive and more closely approximate what we believe are industry best practices.

Under the annual incentive program for 2018, payouts for Messrs. Sadlowski and Eckl will range from 0% of target to a maximum level of 200% of target. However, for all other eligible named executive officers, payouts can range from 0% of target to a maximum level of 150% of target. The performance metrics applicable to 2018 annual incentive awards are revenue, adjusted operating income and adjusted free cash flow. We believe these metrics help inspire and drive desired behaviors and performance. We expect to describe the actual goals associated with these metrics in next year’s proxy statement.

The Compensation Committee also approved a change to the Company’s long-term incentive program for 2018. In particular, stock options will not be granted during 2018 to our named executive officers. Instead, long-term incentive awards will generally consist of time-based RSUs and performance-based RSUs. For Mr. Sadlowski, 70% of the target long-term incentive award value will be allocated to performance-based RSUs, and the remaining 30% will be allocated to time-based RSUs. For Mr. Eckl, the target long-term incentive award value will be allocated evenly between time-based and performance-based RSUs. For Mr. Gohr, 30% of such value will be allocated to performance-based RSUs, and the remaining 70% will be allocated to time-based RSUs. Performance-based RSUs will be subject to an EBITDA metric. This design is intended to help align named executive officer rewards with shareholder interests, and to help create a stronger and more direct connection to success drivers and stock price performance.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.

Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form10-K for the year ended December 31, 20142017 and this proxy statement.

This report is submitted on behalf of the members of the Compensation Committee:

Valerie Gentile Sachs, Chair

Eric M. Goldberg

Donald A. Wright

20142017 Summary Compensation Table

The following table sets forth certain information with respect to the compensation earned during the years ended December 31, 2012, 20132017, 2016 and 20142015 by our named executive officers:officers, as applicable, for their service to the Company:

(2)	The amounts shown in this column consist of performance-based compensation paid to Messrs. Cook and Prajzner pursuant to the Bonus Plan.

(3)(4)

Represents a Company contribution of $7,875$15,209 to our 401(k) Plan on behalf of Mr. Lang, $5,664Sadlowski, $1,471 of insurance premiums paid for term life insurance for his benefit and a $12,000$10,846 car allowance.

(4)	Represents amounts paid to Icarus for consulting services.

(5)	Represents a Company contribution of $11,700$6,480 to our 401(k) Plan on behalf of Mr. Prajzner, $1,165Eckl, $145 of insurance premiums paid for term life insurance for his benefit, a $11,539 car allowance and $181,472 in relocation expenses.

(6)	Represents amount paid to Icarus for Mr. DeZwirek’s services.

(7)	Represents a Company contribution of $6,889 to our 401(k) Plan on behalf of Mr. Gohr, $152 of insurance premiums paid for term life insurance for his benefit and a $5,585$5,686 car allowance.

(6)(8)

Represents a Company contribution of $7,686$4,515 to our 401(k) Plan on behalf of Mr. Lang, $2,449 of insurance premiums paid for term life insurance for his benefit, a $1,846 car allowance, severance payments of $575,000 pursuant to Mr. Lang’s separation agreement, a cash transition bonus of $250,000 pursuant to Mr. Lang’s separation agreement, a vacation payment of $3,406 and severance medical insurance payments of $14,588. For more information regarding Mr. Lang’s severance compensation, seePotential Payments Upon Termination or Change of Control below.

(9)

Represents a Company contribution of $13,510 to our 401(k) Plan on behalf of Mr. Prajzner, $723 of insurance premiums paid for term life insurance for his benefit, a $9,600 car allowance, severance payments of $150,000 pursuant to Mr. Prajzner’s separation agreement, a vacation payment of $2,631 and severance medical insurance payments of $12,026. For more information regarding Mr. Prajzner’s severance compensation, seePotential Payments Upon Termination or Change of Control below.

(10)	Represents a Company contribution of $9,708 to our 401(k) Plan on behalf of Mr. Cook and $1,778$1,345 of insurance premiums paid for term life insurance for his benefit.

(7)	Mr. Murphy served as Chief Financial Officer and Secretary from September 3, 2013 until March 14, 2014.

(8)	Represents Company contribution of $4,578 to our 401(k) Plan on behalf of Mr. Murphy.

2017 Grants of Plan-Based Awards Table

For information regarding the terms of the employment agreements in effect with our named executive officers during 2017, please see Potential Payments Upon Termination or Change of Control. For information regarding the terms of the awards described in the table above, please see Compensation Discussion and Analysis.

Outstanding Equity Awards at Fiscal 2014 2017Year-End

The following table sets forth information regarding outstanding equity awards for each named executive officer as of the end of fiscal year 2014.2017.