UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             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):

Table

April 15, 2021

Dear Stockholder:

We are pleased to invite you to attend CECO Environmental Corp.’s (“CECO” or the “Company”) Annual Meeting of ContentsStockholders at 8:00 a.m. Central Time on Tuesday, May 25, 2021 to be held solely through virtual participation via webcast at www.virtualshareholdermeeting.com/CECE2021(the “Annual Meeting”). We continue to embrace the latest technology to provide expanded access, improved communication and cost savings. We believe hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Further information on attending, voting, and submitting questions at the Annual Meeting are included in the accompanying Notice of Annual Meeting and Proxy Statement.

Before outlining some of the agenda items for this year’s Annual Meeting, we want to mention the extraordinary efforts of team CECO during 2020. The COVID-19 pandemic has been a challenging crisis throughout the world, and our investors, employees and communities have been greatly impacted by the pandemic and related mitigation efforts. Working together, our Board of Directors (“Board”), management team and hard-working employees ensured the health and safety of our employees while successfully managing the business. These efforts included guidance and input from a task force of Board members and the Company’s executive management that included creating a comprehensive plan with discrete actions to mitigate the effects of the pandemic. As part of CECO’s proactive company-wide cost-reduction measures in response to the economic pressures brought on by the pandemic, many of our employees took voluntary pay reductions and, effective from April 1, 2020 through December 31, 2020, our non-management directors reduced their cash compensation for their service on our Board by 50% and our Board Chairman waived 100% of his cash compensation during this time. Also, during 2020, a search committee of the non-executive members of the Board established and undertook an international search for our new Chief Executive Officer and, over the course of five months, identified and, working with the CECO senior management team, successfully onboarded Todd Gleason, a seasoned leader with deep industry experience poised to drive transformational change. We are beyond proud of the way CECO handled and emerged from 2020.

Our Annual Meeting agenda again will include an advisory “Say-on-Pay” vote to approve the compensation paid to our named executive officers. At last year’s meeting, our Say-on-Pay proposal received over 99% approval, based on votes cast for and against, or approximately 89% approval of all shares represented at the meeting. During 2020, we continued our focus on aligning our executive compensation programs with the interests of our stockholders. We also continued to reach out to our largest stockholders for their feedback.

Our agenda this year also includes a proposal to approve the CECO Environmental Corp. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”). If approved, the 2021 Plan will continue to afford the Compensation Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers, other employees of the Company and its subsidiaries, and non-employee directors of the Company.

Your vote is important to us, regardless of whether or not you plan to participate virtually during the Annual Meeting. We have included voting instructions within these materials and request that you vote as soon as possible.

On behalf of our entire Board of Directors, we thank you for your continued ownership and support of CECO Environmental Corp. and our mission to help companies across the globe grow their business with safe, clean and more efficient solutions that help protect our shared environment.

Sincerely,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Jason DeZwirek Chairman of the Board			ii		Todd Gleason Chief Executive Officer

THESE PROXY SOLICITATION MATERIALS AND CECO ENVIRONMENTAL CORP.’S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020, INCLUDING THE RELATED FINANCIAL STATEMENTS, WERE FIRST MADE AVAILABLE TO STOCKHOLDERS ON OR ABOUT APRIL 15, 2021.

CECO Environmental Corp.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

-i-

CECO ENVIRONMENTAL CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 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 14651 N. Dallas Parkway, Suite 118, Dallas, Texas 75254 on June 12, 2018 at 8:30 a.m., Central time, for the following purposes:

Stockholders of record at the close of business on April 13, 2018, are entitled to notice of and to vote at the Annual Meeting. Meeting or any adjournment or postponement of the 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 materialsthis method of delivery is more quicklyefficient and reducereduces 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 to vote online. The proxy materials consist of: (1) this Notice of 2021 Annual Meeting of Stockholders; (2) the Proxy Statement for the Annual Meeting (the “Proxy Statement”); and (3) the CECO Environmental Corp. 2020 Annual Report to Stockholders for the year ended December 31, 2017, and to vote online or by telephone.

Stockholders. 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.Notice of Internet Availability of Proxy Materials or in the Proxy Statement.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of CECO Environmental Corp., a Delaware corporation (“we,” “us,” “our,” or the “Company”), of proxies to be voted at the Annual Meeting to be held solely through virtual participation via webcast at 8:00 a.m., Central Time, on May 25, 2021, or any postponement or adjournment thereof.

For more information about the Annual Meeting, please refer to the “Additional Information About the Annual Meeting” section on the first page of this Notice.

By Order of the Board of Directors

/s/ Jason DeZwirek

Jason DeZwirek

Chairman of the Board of Directors

April 27, 201815, 2021

TABLE OF CONTENTS

Information About the Annual Meeting

Attendance and Participation

-ii-Our Annual Meeting will be conducted on the internet via webcast only. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CECE2021. Stockholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included on their proxy card or voting instruction form. The Annual Meeting will begin promptly at 8:00 a.m. CT. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 7:45 a.m. CT.

CECO ENVIRONMENTAL CORP.The Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Attendees should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

PROXY STATEMENTQuestions and Information Accessibility

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2018Stockholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform atwww.virtualshareholdermeeting.com/CECE2021, typing your question into the “Ask a Question” field, and clicking “Submit.”

This proxy statement is furnished in connection withQuestions pertinent to the solicitation byAnnual Meeting will be answered during the Board of Directors (the “Board”) of CECO Environmental Corp.Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our Investor Relations website,www.cecoenviro.com/Investor, a Delaware corporation (“we,” “us,” “CECO” oras soon as practicable after the “Company”) of proxies to be voted atAnnual Meeting.

Additional information regarding the annual meetingability of stockholders to ask questions during the Annual Meeting, related rules of the Company to be held at 8:30 a.m., Central time, at 14651 N. Dallas Parkway, Suite 118, Dallas, Texas 75254, on June 12, 2018, or any postponement or adjournment thereof (the “Annual Meeting”). These proxy solicitationconduct and other materials and CECO’s Annual Report to stockholders for the year ended December 31, 2017,Annual Meeting, including related financial statements, were first made available tothe list of our stockholders entitled to notice of andrecord, will be available atwww.virtualshareholdermeeting.com/CECE2021. In addition, the list of stockholders entitled to vote at the meeting will be available during the Annual Meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting atwww.virtualshareholdermeeting.com/CECE2021 using your control number. Stockholders may view the list for such purposes 10 days prior to the meeting by contacting Investor.Relations@OneCECO.com.

Technical Difficulties

Information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available atwww.virtualshareholdermeeting.com/CECE2021 starting at 7:45 a.m. CT on or about April 27, 2018.May 25, 2021 through the conclusion of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting Toto Be Held on JuneMay 25, 2021

 12, 2018 — ourThis Proxy Statement and the CECO Environmental Corp. 2020 Annual Report to Stockholders, this proxy statement and the related proxy cardwhich includes our Annual Report on Form 10-K, are available at www.cecoenviro.com/investors.aspx. The content on any website referred to in this proxy statementProxy Statement is not incorporated by reference into this proxy statement unless expressly noted.Proxy Statement.

Who Can Vote

Only stockholders of record at the close of business on 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 34,658,733 outstanding sharesWe will provide a copy 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 the Internet. Instructions for voting via 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 tofor the Annual Meeting please call usto any stockholder without charge upon written request addressed to CECO Environmental Corp., to the attention of the Corporate Secretary, 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254 or by phone at (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 Any stockholder may revokealso receive a proxy by delivering a signed statement tocopy of our Corporate Secretary at or priorAnnual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC, without exhibits, upon written request 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.address above.

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.

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 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 1 (election of directors) and Proposal 2 (approval, on an advisory basis, of the Company’s named executive officer compensation) will be considered“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 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 2018, 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

TheOur Board has determined that the number of Directors (“Board”) consists of eight directors, shall be eight and, accordingly, the Board has nominated, uponeach serving a one-year term. Upon the recommendation of the Nominations and Governance Committee of the Board, our Board has proposed the eight persons identified belowre-election of each of our existing directors to serve as directors to hold office until the next annual meeting or until their successors shall behave been 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, 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, theour 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. The following table lists all of the director nominees.

Our Board believes that collectively our directors provide the diversity of experience and skills necessary for a well-functioning board. Our Board values highly the ability of individual directors to contribute to a constructive board environment and believes that our current directors perform in such a manner. Below is a description of each director’s background, professional experience, qualifications and skills.

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

Our Board and Its Committees

Our Board held 14 meetings during 2020. Our Board’s policy regarding director attendance at the Annual Meeting is that directors are encouraged to attend, and that we will make all appropriate arrangements for directors to attend. All of the directors attended our 2020 Annual Meeting of Stockholders. During 2020, each director attended 100% of the aggregate number of meetings of our Board and the committees on which they served in 2020.

Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominations and Governance Committee.Each of these committees operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section.

Director Independence

All of our director nominees and directors who served during 2017,2020, other than Messrs. DeZwirek Pollack and Sadlowski,Gleason, 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 CECOour Company and has not engaged in various types of business dealings with us. In addition, theour Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of theour Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The following table shows information asMr. Pollack controls JMP Fam Holdings, Inc. (“JMP”), a firm that provided consulting services to the Company. During 2020 or any twelve-month period within the last three fiscal years, fees paid by the Company to JMP did not exceed $100,000. Because of the passage of time and the immaterial amounts paid to JMP, in April 15, 2018 for each director nominee.2021, the Board determined that Mr. Pollack was an independent director.

Audit Committee

The Board believes that the 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 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 20 years, he also has a breadth of knowledge of the overall issues the Company faces.

Dennis 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 of 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 & Chief 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. Sadlowski has also previously worked at General Electric and Thomas & Betts. Mr. Sadlowski serves on the board of directors and audit committee of Trojan Battery, a privately-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 California at Berkeley, and his 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 public companies, Mr. Sadlowski brings a strategic focus to growth and a strong market orientation to the board 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 in February 2014 and served as the lead director until August 2014. Mr. Pollack was 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 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 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.

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.

David B. Liner has served as a director since May 2017. Mr. Liner served as General Counsel, Corporate Secretary and Chief Compliance Officer of 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, transportation, food, energy, water, education and other niche markets worldwide. Mr. Liner helped execute Roper Technologies’ acquisition program, deploying over $5 billion in assets and acquiring over 40 businesses. Prior to joining Roper Technologies, Mr. Liner served as a 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 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 on the Toronto Stock Exchange (“Transcontinental”). Mr. Mannarino holds a Bachelor of Commerce Degree from the University of Ottawa and attained his Certified Management Accountant certification in 1996.

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

Munish Nandahas served as President, Americas & Europe of Watts Water Technologies, Inc. (NYSE: WTS) (“Watts”) since February 2016. Mr. Nanda joined Watts in April 2015 as President, Americas. Watts is a global manufacturer 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 Group Vice President of ITT Corporation’s Fluid and Motion Control Group from 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. Nanda brings over 20 years of experience 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 the fluid handling, energy and niche manufacturing industries.

Valerie Gentile Sachs has served as a director since May 2016. Previously, she was the Vice President, General Counsel and Corporate Secretary of OM Group, Inc., (NYSE: OMG), a global 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 November 2015 to Apollo Global

Management. Ms. Sachs had executive responsibility for OM Group’s world-wide Legal, Internal Audit and Environment, Health & Safety operations. Ms. Sachs also served on the Board of Directors and acted as Managing Director of numerous 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 Marconi plc (LSE and NASDAQ: MONI), a London-based, global communications and information technology company. Ms. Sachs has been a trustee of a regional humane society and is active with a number of charitable organizations fighting hunger and meeting 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 Law, where she was a member of Law 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 an integral part of executive management teams that have effectively worked through strategic transitions, integrations and restructurings and is very familiar with international operating challenges and opportunities. As the General Counsel of three public companies, she has developed expertise in the areas of governance, compliance and executive compensation, which will provide strong support and additional depth to our Board and to the committees on 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, 2017, the Board held sixteen 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 2017 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, 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 Nominations and Governance Committee.held five meetings in 2020.

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. Liner, Mannarino and Wright. Mr. Mannarino serves as Chairman of the Audit Committee. TheOur Board has determined that Mr. Mannarino qualifies as an audit committee financial expert as described bydefined in Item 407(d)(5) of RegulationS-K of the Securities Exchange Act of 1934 (the “Exchange Act”), and that each of theour 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 2017.

The primary purpose of theour Audit Committee is to assist theour Board in its general oversight of CECO’sthe integrity of our Company’s financial reporting processstatements and approval of our Company’s compliance with legal and regulatory requirements. Its responsibilities include overseeing and reviewing:

•  the financial reports and other financial information; •  our Company’s system of internal accounting and financial controls; •  the engagement of our independent auditor; and •  the annual independent audit of our financial statements.

Our Audit Committee also reviews and approves the services provided to CECO by its auditors. The Audit Committee alsoof our independent registered public accounting firm and 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 Relations, Corporate Governance section.

Compensation Committee

Our

The Compensation Committee held six meetings in 2020.

Each member of 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. TheOur Compensation Committee operates under a written charter, which can be found onoversees our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. The Compensation Committee held seven meetings in 2017. The primary purpose of the Compensation Committee is to review and approve corporate goals and objectives relevantcompensation programs, with particular attention to the compensation offor our Chief Executive Officer (“CEO”) and the other named executive officers, andofficers. Its primary purpose is to approve or make recommendationsassist our Board in matters related to the Board with respect to the compensation of our other executive officers. TheIts responsibilities include:

•  reviewing and approving corporate goals and objectives for the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and determining and recommending to our Board for approval, our CEO’s compensation level based on this evaluation; and •  approving or making recommendations to our Board with respect to the compensation of our other executive officers.

Our Compensation Committee also administers the CECO Environmental Corp.our equity programs, including our 2017 Equity and Incentive Compensation Plan (the “2017 Incentive Plan”) and the2020 Employee Stock Purchase Plan. ThePlan, and will administer our 2021 Equity and Incentive Compensation Plan if Proposal 3 is approved by our stockholders. Our Compensation Committee reports to our Board on all compensation matters regarding our directors, executive officers, and other key salaried employees. Our Compensation Committee annually reviews and approves the compensation for our directors, executive officers and other key salaried employees. It 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, our Board or management. Our Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, including the role of executive officers and directorthe Compensation Committee’s independent consultant in determining or recommending the amount or form of compensation of our named executive officers, are discussed in the “Compensation Discussion and Analysis” section entitled “Executive Compensation” below.

Nominations and Governance Committee

Our

The Nominations and Governance Committee is comprisedheld three meetings in 2020.

Each member of Messrs. Linerour Nominations and Rudin and Ms. Sachs, each of whomGovernance Committee is an independent director under the applicable NASDAQ listing requirements. Mr. Liner serves as Chairman of the Nominations and Governance Committee. TheIts primary purposes are:

•  to identify individuals qualified to become Board members; •  to make recommendations to our Board regarding Board and committee composition; •  to develop and recommend to our Board corporate governance principles applicable to our Company; and •  to oversee the evaluation of our Board and management.

Our Nominations and Governance Committee operates under a written charter, whichidentifies individuals qualified to become Board members and makes recommendations to our Board regarding Board and committee composition, consistent with the Director Nomination Policy described below. It also recommends Board members for committee membership. A copy of the Director Nomination Policy can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. The

Our Bylaws provide stockholders the ability to nominate candidates for election as directors at the annual meeting of stockholders. Stockholders who wish to nominate a candidate should submit the candidate’s name and the other information required by our Bylaws to our Corporate Secretary and follow the procedures stated in our Bylaws. These procedures are summarized below in “Information for Our 2022 Annual Meeting.”

In addition to the formal procedure set forth in our Bylaws for the nomination of directors by stockholders, our Nominations and Governance Committee held four meetingshas adopted a policy to consider stockholder recommendations of candidates for nomination to our Board that stockholders submit outside the process in 2017. The primary purposes of the Company’s Bylaws discussed above. Our Nominations and Governance Committee arewill consider director candidates recommended by stockholders for inclusion on the slate of directors recommended to identify individuals qualifiedour 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 our Board from time to become Board members, make recommendationstime. Our Nominations and Governance Committee will determine whether to interview any candidate. Recommendations must include the candidate’s name, contact information and a statement of the candidate’s background and qualifications, and must be mailed 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.following address: CECO Environmental Corp., 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254, Attention: Corporate Secretary.

Board Leadership Structure and Risk Oversight

The positions of Chairman of the Board and Chief Executive Officer are held by different individuals: JasonMr. DeZwirek serves as Chairman and Dennis SadlowskiMr. Gleason serves as Chief Executive Officer. Our Bylaws provide that any two or more offices may be held by the same person, but theour Board believes that the current separation of the offices of Chief Executive Officer and Chairman reflects the difference in the roles of those positions. TheOur Chief Executive Officer is responsible for determining the strategic direction and theday-to-day leadership of theour Company. Our Chairman facilitates and provides leadership to our Board and executive management and ensures they are focused on key issues. The Chairman determinesof the agenda forBoard shares a common understanding of the organization with the executive management and presides overprovides focus to ensure our Board meetings.is effective in its task of setting and implementing the Company’s strategy.

The separation of the roles of Chief Executive Officer and Chairman and the independence of a majority of the board members helpsour Board help ensure independent oversight of management. All of theour directors, on the current Board, other than the Chairman, JasonMr. DeZwirek and the Chief Executive Officer, Dennis Sadlowski, and Jonathan PollackMr. Gleason qualify as independent under the applicable NASDAQ listing requirements. The standing committees — the Audit Committee, the Compensation Committee and the Nominations and Governance Committee — are comprised entirely of independent directors and provide independent oversight of management. Additionally, the non-management directors regularly meet in executive session, and the independent directors meet in executive session, as required.

CECO’sOur management is responsible for identifying, assessing and managing the material risks facing CECO. Theour Company. Our Board performs an important role in the review and oversight of these risks and generally oversees CECO’sour Company’s risk management practices and processes, with a strong emphasis on financial controls. TheOur Board has delegated primary oversight of the management of (i) financial and accounting risks and related-party transaction risks to theour Audit Committee, (ii) compensation risk to theour Compensation Committee, and (iii) corporate governance risk to theour Nominations and Governance Committee. To the extent that the Audit Committee, Compensation Committee or the 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’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 provide 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 to consider stockholder recommendations of candidates for nomination to the Board who stockholders submit outside the process in the Company’s Bylaws discussed above. The Nominations and Governance Committee will consider director candidates recommended by stockholders for inclusion on the slate of directors recommended to the 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 mailed to the following address: CECO Environmental Corp., 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227, Attention: Secretary.

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 theour Company. When evaluating a person for nomination for election to theour Board, the qualifications and skills considered by theour Board, including theour Nominations and Governance Committee, include:

•  Whether the person will qualify as a director who is “independent” under applicable laws and regulations, and whether the person is qualified under applicable laws and regulations to serve as a director of our Company; •  Whether the person is willing to serve as a director, and willing to commit the time necessary for the performance of the duties of a director; •  The contribution that the person can make to our Board, with consideration being given to the person’s business experience, education and skills, conflicts of interest, the interplay of the candidate’s experience with that of other Board members, and such other factors as our Board may consider relevant; and •  The character and integrity of the person.

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

The Board is also committed to having a membership that reflects a diversity of gender, race, ethnicity, age and background. This commitment is demonstrated by the fact that the Board currently includes one female director and one director who is ethnically diverse. Our directors currently range in age from 49 to 65.

With respect to skill set diversity, theour Board seeks to have directors and nominees composed of qualified professionals with not only experience and expertise related to environmental, energy or fluid handling, but also in a broad range of skills. Our current directors have a broad range of skills, expertise and diversity, some of which have been described in the director profiles. Diversity helps to create a balanced Board to effectively develop strategies for our Company’s growth.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

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

Insider Trading Policy

Our Insider Trading Policy, which applies to all of our directors, officers, employees and agents, expressly prohibits buying or selling securities while in possession of material, nonpublic information about us or another company and from disclosing such information on to others who might purchase or sell securities on the basis of such information. We consider short term or speculative transactions by our personnel involving our securities to be inappropriate. We also discourage our personnel from buying or selling our securities in margin accounts. Our Insider Trading Policy expressly prohibits the following activities with respect to our securities: short sales, including short sales against the box, buying or selling puts or calls and frequent trading to take advantage of fluctuations in stock price. The restrictions under our Insider Trading Policy also apply to immediate family and household members of our directors, officers, employees and agents.

Our Insider Trading Policy prohibits all members of our Board and all officers and employees of the Company and its subsidiaries from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, or through other areas, andtransactions that hedge or offset, or are designed to hedge or offset, any decrease in the Board currently consistsmarket value of members with expertise in manufacturing, finance, accounting and legal matters.Company securities. The policy further prohibits such persons from pledging, hypothecating or otherwise using the Company’s securities as collateral for a loan or other form of indebtedness.

Stockholder Communications with Directors

The

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

Our Chairman of the Board, Mr. DeZwirek, will forward such communications to theour Board at or prior to theits next meeting of the Board.regular meeting. 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.

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

2020 Director Compensation

In the past, our non-management directors received the following compensation for their service on our Board:

Our Compensation Committee Interlocks and Insider Participation

has determined that granting restricted stock units (“RSUs”) in lieu of cash meeting payments simplifies the directors’ compensation while promoting the ownership of our common stock. Accordingly, in June 2020 we granted to each non-management director RSUs covering 11,667 shares of our common stock. The membersRSUs generally vest on the one-year anniversary of the grant and are settled in shares of Company common stock. We also reimburse or pay our Board members their reasonable travel and out-of-pocket expenses to attend meetings. Our non-management directors are eligible to participate in the Company’s Compensation Committee are Messrs. Wright and Goldberg and Ms. Sachs. NoneU.S. health plan with 100% of the memberspremium payable by the enrolled director.

In lieu of paying an annual cash retainer or fees to Mr. DeZwirek for his service as Chairman of the Company’s Compensation Committee that served during 2017 is or has been an officer or employeeBoard, we pay consulting fees to Icarus Investments Corp. (“Icarus”). As part of CECO’s proactive cost reduction measures in response to the Company. No executive officer ofeconomic pressures brought on by the Company served in the last year as a director or member of theCOVID-19 pandemic, effective from April 1, 2020 through December 31, 2020, our non-management directors reduced their cash 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 and Corporate Governance Guidelines are postedfor their service on our website atwww.cecoenviro.comon the Investor Relations, Corporate Governance section. We will post on our website any amendments to or waiversBoard by 50% and Mr. DeZwirek waived 100% 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 intohis cash compensation during 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, 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. 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, 2017 for filing with the SEC.

Audit Committee

Claudio A. Mannarino, Chairman

David B. Liner

Donald A. Wright

Security Ownership of Certain Beneficial Owners

time. The following table sets forthreflects the name2020 compensation paid to each of our non-management directors. The compensation for Todd Gleason and address of each beneficial owner known by CECO to be beneficial owner of more than five percent (5%) of CECO’s common stockDennis Sadlowski, who also served on the Board during 2020, is reported in the 2020 Summary Compensation Table, and such individuals received no additional compensation for their service as of April 13, 2018.directors.

Security OwnershipOur Board has implemented mandatory stock ownership guidelines for non-management directors to further align the interests of Management

The following table sets forth the beneficial ownershipnon-management directors and stockholders. Each non-management director is required to own shares of CECO’sour common stock ashaving a value equal to five times the non-management director’s regular annual cash retainer. As of April 13, 2018,December 31, 2020, all non-management directors met the stock ownership requirement. For purposes of this requirement, a non-management director’s stock ownership includes all shares of our common stock owned by the non-management director outright or held in trust for each named executive officer,the director and director nominees and by all executive officers, directors and director nomineesthe director’s immediate family, plus a non-management director’s restricted stock units. The value of CECOa share is measured as the greater of the then current market price or the closing price of a group.share of our common stock on the acquisition or grant date.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

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 20172020 were made in a timely manner.manner, except that each of Messrs. Sadlowski, Eckl and Gohr filed one Form 4 late during June 2020 reporting one exempt acquisition of service-based RSUs.

Certain Transactions

Since January 1, 2017,2020, except as described below, 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,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 thaninterest. Our Audit Committee is responsible for reviewing and approving or ratifying any related party transactions in connectionaccordance with the transactionsAudit Committee Charter, and it has approved the transaction described below.

We are a party to an oral agreement with Icarus pursuant to which Icarus providesEffective April 5, 2021, Ramesh Nuggihalli joined us managementas Chief Operating Officer of the Company. Mr.Nuggihalli provided consulting services regarding the Company’s corporate policies, marketing, strategicbusiness strategy since November 2020. Mr. Nuggihalli received a total of $128,250 in consulting fees. Upon appointment as Chief Operating Officer, the consulting arrangement was terminated 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. IcarusMr. Nuggihalli is controlled by our Chairmancompensated as an employee of the Company and in accordance with our executive compensation program.

COVID-19 Response and Employee Safety

The COVID-19 pandemic has been a challenging crisis throughout the world. Similar to the Company’s investors, our employees have felt the impact of the illness, death and social disruption caused by the COVID-19 pandemic, which has also had a significant impact on our business and our operations. Our employees, their families, and local communities have felt the effects of the COVID-19 pandemic and government mitigation efforts.

In 2020, a committee was formed consisting of Board Jason DeZwirek. Duringmembers and members of the fiscalCompany’s executive management that focused on the impacts of the COVID-19 pandemic (“COVID-19 Committee”). The COVID-19 Committee met frequently in 2020 to assess the pandemic’s impact on our employees, business, and operations and to provided key inputs as management navigated managing the business in a challenging environment. Despite the challenges of the COVID-19 pandemic, our management team and employees have worked diligently to continue to successfully manage the business.

At CECO, the health and safety of our employees is one of our highest priorities. Through our environmental, health and safety program, we implement policies and training programs, as well as perform self-audits, to help ensure our colleagues leave the workplace safely every day. To better understand employee safety at the site level, we have implemented safety committees and developed safety scorecards to share best practices among sites. We currently share scorecard information monthly to foster visibility, accountability and commitment across our workplace, communicating and celebrating successful results across the enterprise. In addition to lagging indicators, such as injury performance, the scorecards highlight leading indicators such as safety observations and near-misses, as well as other proactive actions taken at each site to ensure worker safety. For the year ended December 31, 2017, we paid fees2020, CECO’s domestic Total Recordable Incident Rate (“TRIR”) was 1.9% as compared to our benchmark industry average TRIR of $330,0004.5%.

Our safety focus is also evident in our response to Icarus.the COVID-19 pandemic around the globe. We implemented applicable government, federal and state policies, in addition to the following policies and procedures:

We entered into an oral agreement with JMP Fam Holdings, Inc. (“JMP”) in August 2011, under which JMP provides us consulting

•  added work from home flexibility for office job roles; •  deployed Microsoft Teams world-wide to enable collaboration while helping to ensure team safety; •  implemented an Emergency Paid Pandemic Leave policy to encourage those who are sick to stay home; •  increased cleaning protocols across all locations; •  initiated regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures; •  implemented a self-certification health assessment for all employees, partners and vendors at our manufacturing facilities (where allowed by local law); •  established new physical distancing procedures for employees who need to be onsite; •  provided additional personal protective equipment and cleaning supplies; •  implemented safety protocols to address actual and suspected COVID-19 cases and potential exposure; •  prohibited all non-essential domestic and international business travel for all employees; •  required masks to be worn in all locations where allowed by local law; •  required on site visitors to complete a health and travel declaration; and •  for on site visitors traveling by plane, required a negative Polymerase Chain Reaction test before entering the facility.

CECO manufactures products and performs services consisting of strategic advisory services,deemed essential to critical infrastructure, including the evaluation of financing options, capital structuremanufacturing, 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 $109,500energy, and, as a result, our facilities have continued operating during the fiscal year ended December 31, 2017.

Executive CompensationEXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Founded in 1966, we are a global leader in industrial air qualityOur executive compensation program is designed to attract, motivate, retain and fluid handling servingreward executive talent to achieve our business goals, with the energy, industrialultimate goal of increasing stockholder value. This Compensation Discussion and other niche markets. The CompanyAnalysis provides innovative technologyinformation about our compensation objectives 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 transitionpolicies for our Company’s executive leadership team. Jeffrey Lang stepped down as Chief Executive Officer (“CEO”), President and a member of the Boardother individuals included in the “2020 Summary Compensation Table,” who are referred to as of February 1, 2017. Upon Mr. Lang’s separation,our “named executive officers.” This Compensation Discussion and Analysis puts in perspective the Board appointed Dennis Sadlowski, then a member ofinformation set forth in the Board, to serve as interim CEO and President. After a very effective four months of service“2020 Summary Compensation Table” that follows 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.Proxy Statement.

For purposes of this proxy statement, the following individuals are considered our 20172020 “named executive officers”: (or “NEOs”).

Compensation Highlights

Named Executive Officer •  During 2020, our Compensation Committee continued to administer executive compensation programs that it considers to be competitive in the market for talent and aligned with industry best practices and the long-term interests of our stockholders. •  Our annual performance-based cash incentive compensation program is typically designed to reward NEOs for achievement of certain pre-established, short-term financial or operational goals. However, in March 2020, in light of changing market conditions and the uncertain impact of the COVID-19 pandemic, the Compensation Committee postponed approval of annual cash incentive awards to our NEOs. In April 2020, the Compensation Committee determined that the best way to recognize strong performance throughout the pandemic, ensure sustained engagement and drive key business results was to provide an annual cash bonus to our NEOs on a discretionary basis for 2020. •  Performance-based restricted stock units (“PRSUs”) that were granted in 2020 under our long-term equity incentive program require attainment of relative total shareholder return (“Relative TSR”) goals during the 2020-2022 performance period for all or a portion of those PRSUs to vest. We also granted time-based restricted stock units (“RSUs”) and (for Mr. Gleason only) stock options with an exercise price equal to the market value of our stock on the grant date and stock options with an exercise price that reflected 100% appreciation in the market value of our stock on the grant date. These RSUs and stock options vest ratably over four years. •  For 2020, 70% of the total target equity compensation for Mr. Sadlowski (who served as CEO in the first half of 2020) was designed to be performance-based. •  In February 2020, the non-executive members of the Board established a CEO search committee (the “Search Committee”) to undertake a search for a new CEO. The Search Committee was comprised of five non-executive members of the Board. An international executive search firm was retained by the Search Committee and a broad global search was commenced. Over the course of five months, a diverse pool of candidates was identified, reviewed, and interviewed. In June of 2020, Todd Gleason was identified as the top candidate for the role of CECO CEO. The Search Committee worked with the Compensation Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to analyze the competitive market for CEO compensation and assist the Compensation Committee in the design of a heavily performance weighted compensation package. Mr. Gleason accepted a compensation package that has a significantly lower base wage than his predecessor but provides the potential for greater longer-term value to him through equity grants, the majority of which we view as performance-based. •  Our stock ownership guidelines apply to all executive officers, including our named executive officers. Our CEO is required to own our stock having a value equal to five times his base salary. Our CFO is required to own our stock having a value equal to three times his base salary, and our other executive officers (currently, only Mr. Gohr) are required to own our stock having values equal to one times their base salaries. •  As noted above, our Compensation Committee has engaged an independent executive compensation consultant to provide advice on compensation matters. In 2019, we engaged our independent compensation consultant to conduct a market analysis of Mr. Sadlowski’s, Mr. Eckl’s, and Mr. Gohr’s total cash compensation and equity incentives against the general market and our peer group. In 2020, we had this market analysis updated for NEOs and director compensation. As described above, the independent compensation consultant also advised the Compensation Committee with respect to the compensation and offered to Mr. Gleason under the terms of his employment agreement. We have determined that our named executive officers are fairly compensated. •  Our clawback policy permits us to recover excess incentive-based compensation paid to an executive officer if we are required to restate our financial statements due to material noncompliance with the financial reporting requirements under United States federal securities laws and such executive officer willfully committed an act of fraud, dishonesty or recklessness in the performance of his duties that contributed to the noncompliance or benefitted materially as a result of receiving excess incentive-based compensation. •  We generally use tally sheets when determining executive compensation. •  We provide limited perquisites.		Title
	Jason DeZwirek1		Chairman of the Board
Dennis Sadlowski		Chief Executive Officer
Matthew Eckl		Chief Financial Officer
Paul Gohr		Chief Accounting Officer
Jeffrey Lang		Former Chief Executive Officer and President
Edward Prajzner		Former Executive Vice President, Corporate Development
Benton Cook		Former Vice President of Finance and Controller

Board Composition Changes

Stockholder Engagement

Shareholder Engagement and 2018 Changes to Executive Compensation Program

At our 2017 annual meeting2020 Annual Meeting of shareholders,Stockholders, our advisory “Say-on-Pay” proposal to approve the compensation we paid to our named executive officers received approximately 98%over 99% approval, based on total votes cast for and against, foror approximately 89% approval of all shares represented at the meeting. Our Compensation Committee believes that this strong approval reflects our advisory“Say-on-Pay” proposalcontinued efforts to approve theimprove our compensation of our named executive officers. In 2017,practices. During 2020, we had direct contact and discussions with shareholdersstockholders representing greater than 40%approximately 57% of our outstanding shares outstanding. Our Chairman, CEO, CFOup from approximately 55% in 2019. Mr. Gleason, Mr. Sadlowski and otherMr. Eckl as well as some of our directors participated in these discussions and provided shareholderstockholder feedback to the Chairs of the Committees of the Board and to the remainder of theour Board as a whole. TheOur Compensation Committee considered the 20172020 Say-on-Pay voting results at its subsequent

meetings and remains dedicated to continuous improvement to the Company’s existingour executive pay programs. However, the Compensation Committeecompensation programs, although it did not make any changes to our executive compensation policies or practices that were specifically driven by the outcome of theSay-on-Paythat vote.

Nonetheless, theCompensation Policy and Objectives

Our Compensation Committee did approve changesbelieves that an effective executive compensation program generally rewards the achievement of annual, long-term and strategic goals set by the Company and aligns our named executive officers’ interests with those of our other stockholders. Our executive compensation program is designed to attract, motivate, retain and reward highly qualified individuals who are committed to the achievement of solid financial performance and excellence in the management of our Company assets. To accomplish this objective, our typical executive compensation program is designed to provide competitive compensation and to link compensation to our Company’s financial and operational performance. Our Compensation Committee generally evaluates compensation against individual and external market factors to help ensure that we maintain our ability to attract, motivate and retain key executive compensation programs in 2017 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:talent.

Compensation Committee Role

Overview of Compensation Program

TheOur Compensation Committee oversees our compensation programs, with particular attention to the compensation for our CEO and the other named executive 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, as the case may be, recommend to the Board for 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’sour 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 annuallystockholders. It reviews and approves the compensation(or, as appropriate, recommends to our Board for our directors, executives, and other key salaried employees. The Compensation Committee does not generally delegate any of its authorityapproval) changes to other persons, although it has the power to delegate certain authority as permitted by applicable law and the NASDAQ listing standards to 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 is 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.

The following discussion and analysis of our 2017 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 objectives of our executive compensation program are to attract, motivate, retainpolicies and reward highly qualified persons who are committed to the achievement asprograms. While our executive officers of solid financial performance and excellence in the management of the Company’s assets. The Compensation Committee has established objective, formula-based arrangements, it believes that the mostan effective executive compensation program is one that is designed to rewardalso requires the achievementuse of annual, long-termsound business judgment 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 seeks 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 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 thanexercise discretion. Accordingly, our Chairman generally is comprised of a base salary, 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 individualnon-incentive bonuses to rewardadjust the individual effortsmix of named executive officers.

Risk Considerations incash and equity compensation components, adjust the mix of RSUs and PRSUs awarded, and offer other forms of equity-based compensation. In the past, 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) are designed to reward both individual performance and overall corporate performance. Individual performance is qualitatively determined by the Compensation Committee. Company performance is determined based on achievement in operating 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 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 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 compensation 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 them for achieving such goals. These goals may include overall Company performance goals and qualitative goals communicated to the individual named executive officer. The Compensation Committee from time to time relies upon recommendations made by the Company’s management, and in particular, the CEO, regarding compensation for the named executive officers other than himself and our Chairman. The Compensation Committee reviews and approves (or, if the situation warrants, recommends to the full Board for approval) all new executive compensation programs, including those for the named executive 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 CEO and other executives as it deems appropriate. The CEO and such other executives as the CEO deems appropriate, including the Chairman, annually review the performance of each of the other named executive officers of the Company, and the CEO’s performance is reviewed by the Compensation 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 and to the non-executive members of the Board of Directors. The Compensation Committee exercisesexercised its discretion in modifying anyand modified the recommended adjustments or awards to our named executive officers. We believe that this discretion allows our Compensation Committee to better calibrate the relative contributions of each named executive officer and to respond to market practices as our business needs change, as reflected in the Compensation Committee’s ability to take a different approach to the 2020 short-term cash program for the NEOs in light of the uncertainty created by the COVID-19 pandemic.

Role of Compensation Consultants in Compensation Decisions

Under its charter, the

Our 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 theour Compensation Committee on executive compensation matters. At theour 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 theour Compensation Committee context for our Company’s short-term cash compensation. The Compensation Committee sought the Company’s annual incentive plan participants, target award opportunities andadvice of Meridian in considering the appropriate allocation between financial and qualitativedesign of the NEOs’ 2020 cash compensation, including the decision to implement a discretionary cash bonus program. As described above, we also consulted Meridian in connection with determining Mr. Gleason’s compensation package, which emphasizes performance metrics. In addition, Meridian recommended that the Company set annual incentive targets to alignreviewing our executive compensation programs for market-competitiveness and alignment 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. Theindustry best practices, our Compensation Committee considered the information and advice presented by Meridian.

Meridian has also provided a review of Meridian as part of itsour fixed, variable and long-term compensation decision making processagainst our peer group for a portion of 2017 compensation, as further described below.our named executive officers.

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 theOur 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 hasrequirements, and 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 2017.2020. Based on this review, theour 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 theour Company.

Role of Executive Officers in Compensation Decisions

Our annual and long-term incentive-based executive compensation is generally structured to reward our executive officers for achieving our Company’s business goals. From time to time, our Compensation Committee relies upon recommendations made by our management, and in particular, our CEO, regarding compensation for our executive officers other than our CEO. As part of its review and establishment of the performance criteria and compensation of our named executive officers, our Compensation Committee meets separately with our CEO at least once each year and with our other executive officers as it deems appropriate. Our CEO and such other executive officers as our CEO deems appropriate annually review the performance of each of our other named executive officers (other than our CEO) with our Compensation Committee and makes recommendations to our Compensation Committee regarding such named executive officers’ compensation. Our Compensation Committee makes its compensation decisions for our named executive officers other than the CEO based on that review and the recommendations of our CEO. Each year, our CEO’s performance is reviewed by our non-management directors, and based on that review, our Compensation Committee makes a recommendation to the non-management directors regarding the compensation of our CEO.

Setting Executive Compensation

The

Our Compensation Committee evaluates the performance of theour CEO and the other named executive officers (other than our Chairman)as described above and based on such evaluation, reviews and approves the annual salary and any annual cash incentive, bonus, long-term stock-based compensation and other material benefits of the CEO and such otherour named executive officers other than our CEO, subject to the terms of any applicable employment agreements. In determining appropriate baseBased on the recommendations of our Compensation Committee, our non-management directors approve the annual salary levels, subjective consideration is givenand any annual cash incentive, bonus, long-term stock-based compensation and other material benefits of our CEO, subject to the applicable named executive officer’s impact level, scopeterms of responsibility and past accomplishments.his employment agreement.

External Pay Comparisons

The

Our Compensation Committee usedconsiders 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 withWith input from members of the Board. ThisMeridian, our independent compensation consultant, in December 2019, our Compensation Committee recommended not changing our peer group was initially designed to include companies with which we compete for executive talent. The market checkas it believed our then-current peer group, was determinedas revised in December 2018, reflected our peers for purposes of determining executive compensation in 2020. These companies were selected based on revenue, market capitalization and various market peer indices, as well as overall business characteristics, including product offerings and end markets, similar to be appropriate again for 2017 and consisted of the following 21 companies:ours.

The market check peer group for 2017 was the same as the market check peer group for 2016 and 2015. Currently, the Company isWe are currently positioned in the bottom quartile of the peer group37^th percentile in terms of size, based primarily on revenue and market capitalization.

cap for this peer group. Based on its review of the peer group data and market data and other factors outlineddiscussed in thethis Compensation Discussion and Analysis, among other things, Meridian determined that Mr. Sadlowski’s 2018our CEO’s 2020 total target compensation approximatesis between the 25^th percentile and median of thethis peer group, which is in line with where the Company is positionedcorresponds to our Company’s size 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:

2020 Executive Compensation

In April 2020, the Compensation Committee determined that the best way to recognize strong performance throughout the COVID-19 pandemic, ensure sustained engagement and drive key business results was to provide an annual cash bonus to our NEOs on a discretionary basis for 2020. Our Company’s financial performance remained resilient, despite lower orders volume, and our proactive cost reductions assisted in maintaining stable margins and Adjusted EBITDA. As a result, in recognition of the foregoing, the Committee approved 2020 cash bonus awards for NEOs (other than Mr. Gleason) equal to 50% of each such NEO’s target award under our 2019 annual cash incentive program, consistent with the Company’s approach for other participants in the annual incentive program. These payments are described below in this Compensation Discussion and Analysis and reflected in our 2020 Summary Compensation Table under the column captioned “Bonus.”

As incentive for future performance, in May 2020, Mr. Sadlowski and Mr. Eckl were granted PRSUs that give them the opportunity to earn shares based on our Company’s future performance. As in prior years, each named executive officer, has fiveincluding Mr. Gohr, also received grants of timed-based RSUs that generally vest over four years, from his or her appointment to a participating position to comply with this requirement. The Compensation Committee in its discretion may extendso 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 namedvalue an executive officer outright or held in trust formay actually realize depends on our future stock performance. In connection with his commencement of service, Mr. Gleason was granted stock options, the CEO and his or her immediate family, plusmajority of which have an exercise price equal to two times the CEO’s deferred or restricted stock or restricted stock units. Thefair market value of a share is measured as the greater of the then current market price or the closing price of a share of the commonour stock on the grant date.date and therefore will only have value if that stock value is exceeded.

The charts below show the proportion of base salary and cash bonus payments for 2020 and the RSUs and PRSUs granted in the first half of 2020 for each of Messrs. Sadlowski, Eckl and Gohr, who were serving as executive officers at the beginning of 2020. The compensation of Mr. Gleason, who commenced service as our CEO in July 2020, is discussed in further detail below. The PRSUs noted below represent the grant date fair value and assume probable achievement with respect to performance conditions. These charts do not reflect an additional grant of RSUs made to Mr. Eckl in the second half of 2020, as further described below.

Elements of Compensation

Our 2020 executive compensation program consists of cash, with a fixed base salary and bonus, and equity generally in the form of RSUs and PRSUs (and, for Mr. Gleason, stock options).

Base Salary

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

Salary levels for the applicableour 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 increases, are also based on theour 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 employmentIn 2020, our Compensation Committee did not approve any adjustments to the base salaries for theour named executive officers during 2017 were as follows:in light of the market uncertainty created by COVID-19.

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

We believe that, in typical circumstances, a portion of the compensation paid to our named executive officers (other than the Chairman)officers’ cash compensation should be designed to be earned based on our annual performance, so that the executivesour executive officers are appropriately motivated to maximize our financial and operating performance each year. To that end, in 2017 theEarly each year, our Compensation Committee approved annual incentive award opportunities for our named executive officers under our annual incentive program. Under the annual incentive program, the Compensation Committeetypically selects the executive officers to participate in the annual incentive program and determines the amountsamount of awards for each such executive officer, determinesthe award and the performance goals for the participant.However, in March 2020, in light of changing market conditions and determines whether objectives and conditions for earning awards have been met. The performance goals may consistthe uncertain impact of both objective financial targets and (for certain named executive officers) personal qualitativeperformance targets.

Each of our participating named executive officers had a target cash incentive opportunity for 2017 expressed as a percentage of base salary. In 2017, following consultation with Meridian, the Company proposed,COVID-19 pandemic, the Compensation Committee recommended,postponed approving metrics for the annual cash incentive awards to our NEOs.

In April 2020, our Compensation Committee took into consideration the impact of the ongoing COVID-19 pandemic on the Company’s operations and recognized the extraordinary actions that would be required by executive management to deliver uninterrupted performance, ensure sustained employee engagement and drive key business results. The Compensation Committee determined that it was appropriate under these unusual circumstances to provide an annual cash bonus to our NEOs on a discretionary basis for 2020. The Compensation Committee did not establish “target” awards for the NEOs, and did not establish specific financial metrics for 2020.

Following the end of the 2020 fiscal year, the Compensation Committee evaluated the Company’s performance and the Boardperformance of the individual NEOs, with a particular focus on the following key accomplishments:

•  The NEOs were disciplined in developing and applying COVID-19 policies and procedures to protect our workforce and maintain our plant operations, all of which remained open throughout the pandemic; •  The NEOs addressed the challenges in the markets, and took prompt and decisive actions designed to minimize the adverse impact of the pandemic on the Company’s businesses; •  The NEOs continued to execute on the Company’s transformation strategy, successfully completing the acquisition, and subsequent integration, of Environmental Integrated Solutions Limited and the joint venture with Mader Machine Co., Inc.; •  The NEOs delivered on several cost saving initiatives and identified others that are expected to result in annualized savings of approximately $17 million: and •  The NEOs maintained the Company’s strong liquidity and balance sheet.

In recognition of the foregoing, and with input from the COVID-19 Committee, the Compensation Committee approved a modification2020 cash bonus awards for NEOs (other than Mr. Gleason) equal to 50% of each such NEO’s target award under our 2019 annual cash incentive program, consistent with the Company’s approach for other participants in the annual incentive compensation program to expandprogram. Even at this level, the rangeCommittee believes the 2020 cash bonus payments reflect a strong correlation with the short-term financial performance of the Company.

The payouts of the discretionary awards 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 2017 cash incentive program as he was no longer employed by the Company at the time performance targets were set. 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 20172020 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,below and reflected in our 2020 Summary Compensation Table under 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:column captioned “Bonus.”

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 ahis 2020 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 objectives 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 ofnon-financial, qualitative objectives. For Mr. Gohr, thesenon-financial objectives were as follows:

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

In February 2018, the Compensation Committee determined the degree to which the cash incentive award goals for 2017 were achieved, which actual results are highlighted in the tables above. However, because the threshold operating income goal for the performance period was not achieved (actualNon-GAAP operating income achieved was $28.3 million), no payouts were earned under the 2017 annual cash incentive program. However, after consideration of the individual contributions of Mr. Eckl during 2017, including improving the operating calendar and cadence, compliance with The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), executing two credit agreement amendments, promoting transparency between management and the Board, initiating an enterprise resource planning (“ERP”) reduction plan, legal entity optimization plan and implementing several performance management strategies, the Compensation Committee awarded 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 separation agreement.

Pursuant to his employment agreement, Mr. Sadlowski was determined to have earnedGleason received a fixed annual bonus paymentfor 2020 equal to $201,644$150,000 in lieu of any other annual cash bonus opportunity 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. Sadlowski’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 income goal, and Mr. Cook’snon-financial objectives were not evaluated due to his departure fromyear. In addition, the Company on December 31, 2017.

Other Bonus Payments

Inpaid him a “sign-on” bonus of $150,000 in connection with his commencement of service as CEO. If Mr. Gleason terminates employment and in accordance with the terms of his employment agreement with the Company without good reason (as defined in his employment agreement) prior to September 30, 2021 and Mr. Eckl received aGleason has not relocated his primary residence to the Dallas, Texas area as of his date of termination, he is required to repay to the Company the $150,000 sign-on bonus paymentwithin 30 days after his date of $65,000 on January 12, 2017 (as further described below under Potential Payments Upon Termination or Change of Control).termination.

Long-Term Equity Compensation

The CompanyOur Compensation Committee believes that granting stock-based awards and options from time to time provides namedour 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 awardsterm and options from time to time is important in retaining and recruiting the key talent necessary to ensure theour Company’s continued success.

Our 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 As a result, our equity compensation plans have been designed to promote the long-term financial interests and growth of theour Company by helping attract and retain management with the ability to contribute to the success of the business, by providing an opportunity for increased equity ownership by namedour executive officers and by maintaining competitive levels of total compensation. The Compensation Committee administers our equity compensation plans.

Under theour 2017 Equity and Incentive Compensation Plan, awards may take the form of restricted stock grants, bonus stock grants without restrictions,non-qualified stock options, incentive stock options, restricted stock units (“RSUs”),RSUs, performance-based awards and certain other awards. The restrictions on awards may lapse based on performance and/or time vesting. In 2017, theOur Compensation Committee granted time-basednon-qualified stock options, time-based RSUs, and performance unitsbelieves that the ability to executives and time-based RSUs to directors.

As discussed above,grant various types of equity awards offers more flexibility in designing the Board has implemented mandatory stock ownership guidelines for our CEO in 2017 and for other officers and key executives in 2018.

Options

As discussed above, from time to time, we issue options underoverall compensation packages. Our Compensation Committee administers our equity compensation plansplans.

2020 Equity Grants

Our Compensation Committee changed our Company’s long-term equity incentive practices in 2018 to provide for grants of long-term equity compensation to executive officers. The options issued in recent years have consistedincentive awards that generally consist 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 toRSUs that 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 totime and PRSUs that generally vest over a five-year period. Mr. Lang exercised 280,000 vested options in March 2017. In connection with his separation fromonly to the extent our Company all of Mr. Lang’s unvested options were forfeited.

Mr. Prajzner received 15,000 options to purchase shares ofattains the performance goal established by our commonCompensation Committee. To the extent stock in August 2013 in connection with our acquisition ofMet-Pro, which options were designed to generallyunits 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, 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, 7,500 options to purchaserecipient receives one share of our common stock for each vested stock unit and an amount in October 2014, which options were designedcash equal to generally vest over a five-year period, and 4,000 options to purchase shares of ourthe dividends, if any, that would have been paid on the underlying common stock since the date of the stock unit grant.

For 2020, the value of the total stock units awarded to each named executive officer serving at the beginning of the year was based on a fixed dollar amount determined by our Compensation Committee with Meridian’s guidance. To determine the number of stock units, we divided the value of the award by $6.25. For Messrs. Sadlowski and Eckl, our Compensation Committee allocated the stock units between RSUs and PRSUs. Because he served as our Chief Executive Officer, our Compensation Committee determined that Mr. Sadlowski would be granted equity awards with an aggregate value of approximately $500,000, and that his awards would be more heavily allocated to PRSUs (70% of the target long-term incentive award value), with the remaining 30% allocated to time-based RSUs. For Mr. Eckl, our Compensation Committee determined that his equity awards would have an aggregate value of approximately $250,000,

with the target long-term incentive award value allocated evenly between time-based RSUs and PRSUs. Messrs. Sadlowski and Eckl both have a significant portion of their annual equity opportunity tied to PRSUs due to their leadership positions and responsibilities for our financial performance.

Our Compensation Committee determined that Mr. Gohr should receive time-based RSUs with a target value of $50,000. The target long-term incentive award values for Messrs. Sadlowski, Eckl and Gohr were unchanged from 2019.

On July 6, 2020, we awarded an additional, special grant of 50,000 time-based RSUs to Mr. Eckl in September 2015, which options were designedrecognition of his commitment to generally vest over a four-year period. No optionsthe organization and for his seamless onboarding of Mr. Gleason as CEO.

The RSUs that were granted to the named executive officers in 2020 generally vest in four substantially equal annual installments on each of the first four anniversaries of the grant date. All of the 2020 RSU awards granted to all of our named executive officers are shown in the “2020 Grants of Plan-Based Awards Table” below in this Proxy Statement.

The long-term performance awards that were granted in 2020 were designated as PRSUs that generally vest on March 15, 2023, to the extent our Company attains the Relative TSR (as defined below) goal for the performance period beginning on January 1, 2020 and ending on December 31, 2022 as established by our Compensation Committee. The Compensation Committee determined to use Relative TSR for the 2020 PRSU awards because this metric keeps the focus on the future financial performance of the company and creating value even in challenging times Messrs. Sadlowski and Eckl were granted the following target PRSU awards:

For purposes of the 2020 PRSU awards, Relative TSR is the percentile rank of the Company’s total shareholder return as compared to (and included in) the total shareholder returns of all members of a designated peer group at the end of the 2020-2022 performance period. “Total shareholder return” is a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock (with appropriate adjustments for certain changes in capital structure), from the beginning of the performance period through the end of the performance period, where (1) the beginning stock price is based on the average closing stock price for the 20 calendar days preceding January 1, 2020 and (2) the ending stock price is based on the average closing stock price for the 20 calendar days preceding January 1, 2023.

For purposes of Relative TSR, the Company’s total shareholder return will be compared against a peer group of 90 publicly traded companies that, at the time of selection by the Compensation Committee, were classified in the Materials or Industrials sector with a market capitalization from $100 million to $500 million. The list of Relative TSR peer companies is included with this Proxy Statement as Appendix II. The peer group is subject to adjustment in the event of certain significant events that occur with respect to a peer company, including bankruptcy, delisting, liquidation, certain acquisitions, or “going private” transactions.

Based on our Relative TSR achievement during the 2020-2022 performance period, the PRSUs can be earned as follows (with straight-line interpolation between performance levels):

However, regardless of the level of Relative TSR performance, if the Company’s absolute total shareholder return during the performance period is negative, the percentage of target PRSUs earned will not exceed 100% of target.

In accordance with the terms of his employment agreement, the Compensation Committee approved the following initial awards to Mr. CookGleason:

Under the terms of his employment agreement, for calendar years following 2020, Mr. Gleason is generally eligible for annual awards under our equity compensation arrangements as reasonably determined by the Compensation Committee. His total annual equity award target opportunity for each such calendar year will have an aggregate grant date value (as reasonably determined by the Compensation Committee) of no less than $1,000,000. Mr. Gleason’s annual equity awards will be made in 2016the form of time-based RSUs and/or PRSUs, or in such other forms as determined by the Compensation Committee after consideration of competitive market data provided by its independent compensation consultant. However, no less than 60% of Mr. Gleason’s annual equity awards will be subject to the achievement performance objectives determined by the Compensation Committee.

Performance-Based Awards Granted in Prior Years

In 2018, we granted PRSUs to our NEOs that were generally scheduled to vest on March 15, 2021 to the extent the Company attained Adjusted EBITDA goals for the 2020 fiscal year established by the Compensation Committee. For purposes of these awards, Adjusted EBITDA is as calculated for purposes of the Company’s quarterly financial reports. Based on 2020 Adjusted EBITDA achievement, the NEOs were eligible to earn PRSUs in the following amounts, with no interpolation between performance levels:

No PRSUs would be earned for Adjusted EBITDA performance below the target level. Although the PRSUs of Messrs. Sadlowski and 2017 and he exercised 2,000 vested optionsEckl could be earned at either a “target” or “maximum” level, Mr. Gohr’s PRSUs could only be earned if the “maximum” level of Adjusted EBITDA was achieved. The Company’s Adjusted EBITDA for 2020 was $32.8 million. As a result, none of Mr. Eckl or Mr. Gohr’s PRSUs were earned. Mr. Sadlowski’s PRSUs were forfeited 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.Company.

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, and 4,000 options to purchase shares of our common stock in September 2015, which options generally vest over a four-year period.

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 service 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 Accounting Officer in May 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 forfeited.

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 willcould vary from 0% to 200% of the target award, subject generally to atwo-year performance period (which beginsbegan on June 10, 2018 and endsended 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 were generally scheduled to vest on the third anniversary of the grant date. If, upon the conclusion of the performance period, our stock price performance iswas between performance levels, there willwould 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 arewould be 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 duringDuring thetwo-year performance period, the highest stock price is $15 at its highestachieved for 30 consecutive trading days then the performance units are vested at 100%. At the endwas $8.75. As a result, Mr. Sadlowski did not earn any of the performance period, Mr. Sadlowski would receive 46,667 shares of common stock, which is the quotient obtained by dividing $700,000 by $15.units.

Personal Benefits and Perquisites

The Company provides certainWe provide our named executive officers with a limited number of perquisites and other personal benefits that the Company and the Compensation Committeewe believe are reasonable and consistent with the Company’sour overall compensation program toand better enable the Companyus to attract and retain employees for key positions. These perquisites generally consist of car allowances and payment of life insurance premiums,premiums. In connection with his appointment as applicable, as further describedCEO, Mr. Gleason is also entitled to reimbursement through June 30, 2021 for up to $2,500 per month for apartment or comparable rental expenses incurred by him in the 2017 Summary Compensation Table below.

Retirement and Post-Employment Benefits

TheOur Company sponsors a 401(k) retirement plan for substantially all of our U.S. employees (the “401(k) Plan”). Pursuant, pursuant to the 401(k) Plan, the Company matcheswhich we match contributions each pay period at 100% of the employee’s contributions for the first 3%, of eligible compensation, and 50% of the employee’s contribution on the next 3%, of an employee’seligible compensation, for a maximum match of 4.5%. The of eligible compensation. Our named executive officers (other than our Chairman) may participate in the 401(k) Plan on the same terms as the rest of our other eligible employees. We believe the 401(k) Plan, which has limited cost to our Company, is set at a reasonable level, is highly valued by recipients, has limited cost,participants, and 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 have employment agreements with Mr. Gleason and Mr. Eckl, and we had an employment agreement with Mr. Sadlowski during his employment.

Effective July 6, 2020, we entered into an employment agreement with Mr. Gleason in connection with his appointment as our CEO. 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 appointedjoined our Company as permanent CEO.our CFO. 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 officersindividual and the Company.

At the beginning of 2017, we were party to

We also had an employment agreement with our Former CEO, Mr. Lang. However,Sadlowski. We entered into the June 10, 2017 employment agreement with Mr. Sadlowski in connection with Mr. Lang’s separationhis appointment as our permanent CEO, having served as our interim CEO for the previous four months pursuant to an interim offer letter dated January 26, 2017. In connection with his departure from the Company, on February 1, 2017 we entered into a Separation Agreementseparation and consulting agreement with Mr. Lang pursuantSadlowski, effective as of July 5, 2020. Under the separation and consulting agreement, Mr. Sadlowski is entitled to which the Company provided him certain severance compensation and benefits. In connection withbenefits previously negotiated under his separation from the Company on July 21, 2017, Mr. Prajzner entered into a separationemployment agreement and release with the Company pursuantfor a termination without cause, except that Mr. Sadlowski is entitled to which(1) up to 18 months (rather than up to 12 months) of health and welfare premium reimbursements, (2) a pro-rata 2020 bonus payout, (3) payments equal to 4 weeks of vacation pay, and (4) certain other benefits as further described under “Potential Payments Upon Termination or Change in Control” below. In addition, in order to facilitate an orderly transition of duties, Mr. Sadlowski also agreed to provide consulting services to the Company provided him certain severance compensation and benefits.through December 31, 2020 at the rate of $48,917 per month.

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

Stock Ownership Guidelines

To reinforce the alignment of our CEO’s long-term financial interest with the interests of our stockholders, we have required our CEO to own shares of our common stock having a value equal to at least five times his base salary. During 2018, our Compensation Committee revised our stock ownership guidelines to require our other 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:

Our executive officers have five years after becoming subject to these guidelines to achieve the stock ownership required. Our 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 directly or held in trust for the executive or the executive’s immediate family. In addition, restricted stock and RSUs are also included in determining whether the required level of ownership has been attained. For purposes of the stock ownership requirements, 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. As of December 31, 2020, all NEO’s met the stock ownership requirement except for Mr. Gleason, who has served as our Chief Executive Officer only since July 2020. As a result of his departure from the Company, Mr. Sadlowski is no longer subject to the stock ownership guidelines.

Our executive officers are prohibited under our Insider Trading Policy from engaging in certain transaction in our securities, including short sales against the box, buying or selling puts or calls and frequent trading to take advantage of fluctuations in stock price. Our Insider Trading Policy is described in the “Insider Trading Policy” paragraph under “Our Board and Its Committees” section above.

Clawback Policy

In April 2017, our

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

2018

Risk Considerations in our Compensation DecisionsProgram

As noted above,

Our executive compensation consists of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income so our executive officers are not pressured to focus exclusively on short-term gains, which may be detrimental to long-term stock price appreciation and other business metrics. The variable portions of compensation consist of cash incentives or discretionary cash bonuses and long-term equity incentives (time-based RSUs, PRSUs and stock options). In a typical year, incentive compensation is generally tied to the achievement of corporate performance goals based on metrics established by our Compensation Committee. For 2020, we used a Relative TSR goal for 2018,long-term equity incentives. Although 2020 cash bonuses were determined on a discretionary basis by 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.

Underthat the annuallevel of such bonuses was appropriate in light of our 2020 performance. For 2021 only, we made a decision to add an additional metric for orders to our usual incentive program for 2018, payouts for Messrs. Sadlowskimetrics of Adjusted EBITDA, revenue and Ecklfree cash flow, as steadily rebuilding our backlog will range from 0%be a priority in 2021. We believe that the variable components of targetcompensation motivate our executive officers to produce short- and long-term corporate results while the fixed element of compensation helps provide security so that management is not encouraged to take unnecessary or excessive risks in working to produce such results. Periodically, our Compensation Committee conducts a maximum levelrisk review of 200% of target. However,the compensation programs 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 toemployees, including our named executive officers. Instead, long-term incentiveIn 2020, a market pay analysis study was conducted, and following discussions held in Compensation Committee meetings that addressed risks associated with our plans and metrics, we believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.

Tax and Accounting Considerations

We recognize a charge to earnings for accounting purposes for equity awards will generally consistover their requisite service period. With respect to the tax deductibility of time-based RSUs and performance-based RSUs. For Mr. Sadlowski, 70%compensation, although the “performance-based compensation” exception under Section 162(m) of the target long-term incentive award value willInternal Revenue Code was repealed as part of the late 2017 U.S. tax reform, generally effective as of January 1, 2018, our Compensation Committee still considers the tax deductibility of compensation. However, our Compensation Committee is fully authorized to approve compensation that may not be allocateddeductible when it believes that such payments are appropriate to performance-based RSUs,attract and retain executive talent.

Conclusion

We recognize the remaining 30% will be allocatedimportance of attracting, motivating, retaining and rewarding executive talent who can effectively lead our business. Our Compensation Committee continues to time-based RSUs. For Mr. Eckl,analyze and adjust our compensation programs to emphasize the target long-term incentive award value will be allocated evenly between time-based and performance-based RSUs. For Mr. Gohr, 30%alignment 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 alignour named executive officerofficers’ interests with the long-term interests of our stockholders. It seeks to incentivize our named executive officers to maximize our Company’s performance and reward them for their achievements. With the various components of our executive compensation programs, our Compensation Committee seeks a balance between fixed and at-risk compensation, cash and equity, and short-term and long-term rewards with shareholder interests, and to help create a stronger and more direct connection to success drivers and stock price performance.the ultimate objective of creating long-term value for our stockholders.

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 of Directors that the Compensation Discussion and Analysis be included in ourthis Proxy Statement and, by incorporation by reference, in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 and this proxy statement.2020.

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

Valerie Gentile Sachs, Chair

Eric M. Goldberg

Donald A. Wright

2020 Summary Compensation Table

The following table sets forth certain information with respect to the compensation earned duringfor the years ended December 31, 2017, 2016indicated for Mr. Gleason and 2015 byMr. Sadlowski, the individuals who served as our principal executive officer during 2020, Mr. Eckl, our principal financial officer, and Mr. Gohr, our other 2020 executive officer. We refer to these executive officers collectively as “our named executive officers, as applicable, for their service to the Company:officers.”