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•	To elect eight directors;

•	To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”);

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019; and

•	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

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(1)

All nominees are current directors. James E. Goodwin is currently Lead Independent Director and a member of the Audit and Nominating and Governance committees. Mr. Goodwin joined the Audit Committee on December 6, 2018, when Bonnie C. Lind resigned from the Board. Mr. Goodwin also served on the Compensation and Benefits Committee until December 17, 2018. Mr. Goodwin is not running for re-election when his term expires at the Annual Meeting on April 30, 2019. Accordingly, the Board approved its reconstitution from nine to eight directors to be effective at the Annual Meeting. Mr. Goodwin’s successor as Lead Independent Director, and his successor as a member of the Nominating and Governance Committee, will be appointed on or before April 30, 2019, in accordance with our Corporate Governance guidelines.

(2)	With the exception of Messrs. Lowe and Miller, who were appointed as directors on February 18, 2019 and December 17, 2018, respectively, each director attended at least 75% of the aggregate of all fiscal year 2018 meetings of the Board and each Committee on which he or she served.

(3)	Mr. Lowe joined the Audit Committee on February 18, 2019.

(4)	Mr. Miller joined the Audit Committee on December 17, 2018.

(5)	Dr. Mudge and Mr. Workman joined the Compensation and Benefits Committee on May 1, 2018.

(6)	Paul W. Jones was Chair of the Nominating and Governance Committee until his retirement from the Board on May 1, 2018. Mr. Owens became Chair of the Nominating and Governance Committee effective May 1, 2018.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

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•	With the traction on our organic growth initiatives, and benefits from the 2017 acquisition of Truck Bodies and Equipment International (“TBEI”), we accelerated the achievement of our goal of profitably growing our revenues in excess of $1 billion by 2020. Our net sales for the year ended December 31, 2018 increased to $1,089.5 million.

•	We generated $93.7 million of income from continuing operations during the year ended December 31, 2018, an increase of $33.2 million, or 55%, compared to $60.5 million in 2017.

•	On a consolidated basis, our adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”)* increased by $47.0 million, or 41%, and our adjusted EBITDA margin* for 2018 was 14.7%, up from 12.6% in 2017.

•	Our Environmental Solutions Group and our Safety and Security Systems Group each reported significant improvement in net sales and earnings, delivering adjusted EBITDA margins* towards the high end of our target ranges.

•	We have continued to focus on new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base. In particular, we are pleased with the market reaction to our new hydro-excavator vehicle designed for utility markets.

•	Our eighty-twenty improvement (“ETI”) initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•	With $92.8 million of cash being generated from continuing operations during 2018, we have been able to pay down $62.1 million of debt in 2018, bringing our total debt repayment since the completion of the TBEI acquisition in June 2017 to approximately $96.0 million.

•	During the year, we demonstrated our commitment to returning value to stockholders by paying increased cash dividends of $18.7 million in 2018, up from $16.8 million in 2017.

•	We also spent $1.2 million repurchasing shares under our authorized repurchase program. At the end of 2018, we had $30.2 million of authorization remaining under our existing share repurchase program, which represents approximately 2% of our market capitalization.

•	With our strong balance sheet and positive operating cash flow, we are well positioned to continue to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Net sales for the year ended December 31, 2018 increased by $191.0 million, or 21%, to $1,089.5 million, with organic sales growth of approximately 12%.

•	Operating income for the year ended December 31, 2018 increased by $47.9 million, or 65%, to $121.5 million.

•	Adjusted EBITDA* for the year ended December 31, 2018 was $160.5 million, up $47.0 million, or 41%, and our adjusted EBITDA margin* for the year ended December 31, 2018 was 14.7%, up from 12.6% in 2017.

•	Income from continuing operations for the year ended December 31, 2018 was $93.7 million, up $33.2 million, or 55%, from $60.5 million in the prior year. This equated to earnings per share of $1.53, up 53% from $1.00 per share last year.

•	On an adjusted basis*, we reported full-year earnings of $1.43 per share in 2018, which is up $0.58 per share, or 68%, compared to $0.85 per share last year.

•	Cash flow from continuing operating activities for the year ended December 31, 2018 was $92.8 million, an increase of $19.3 million, or 26%.

•	Total orders for the year ended December 31, 2018 were $1,173.2 million, an increase of $155.2 million, or 15%.

•	Our consolidated backlog at December 31, 2018 was $337.7 million, up $80.2 million, or 31%, from $257.5 million at December 31, 2017.

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•	Sustainability

•	Health, Safety and the Environment

•	Commitment to our Employees

•	Commitment to Ethical Business Practices

•	Support of Community and Charitable Organizations

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(1)

For 2018, long-term equity incentive awards granted to executives in connection with the annual grant were split between PSUs (50%), non-qualified stock options (25%), and time-based restricted stock (25%). Our Compensation and Benefits Committee maintains the discretion and flexibility to grant additional equity-based incentives on a case-by-case basis, in accordance with our compensation philosophy.

(2)	In our view, stock options are inherently at-risk because they only have value if share price increases over grant date value.

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1.	To elect eight directors;

2.	To approve, on an advisory basis, the compensation of our NEOs;

3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019; and

4.	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

•	By Telephone or Internet: You may vote by telephone or Internet by following the instructions included in the Notice of Internet Availability and in these proxy materials;

•	By Written Proxy: If you received a printed copy of the proxy materials, you may vote by written proxy by signing, dating and returning the proxy card in the postage-paid envelope provided; or

•

In Person: If you are a stockholder of record, you may vote in person at the Annual Meeting. You are a stockholder of record if your shares are registered in your name. If your shares are in the name of your broker or bank, your shares are held in “street name” and you are not a stockholder of record. If your shares are held in street name and you wish to vote in person at the Annual Meeting, you will need to contact your broker or bank to obtain a legal proxy allowing attendance at the Annual Meeting. If you plan to attend the Annual Meeting in person, please bring proper identification and proof of ownership of your shares.

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•	The approval, on an advisory basis, of the compensation of our NEOs (Proposal 2); and

•	The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019 (Proposal 3).

•	Voting by telephone or Internet on a later date, or delivering a later-dated proxy card if you requested printed proxy materials, prior to or at the Annual Meeting;

•	Filing a written notice of revocation with our Corporate Secretary; or

•	Attending the Annual Meeting and voting your shares in person (Note: Attendance alone at the Annual Meeting will not revoke a proxy).

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(1)	Based on 60,253,987 shares of common stock issued and outstanding as of March 4, 2019.

(2)	Based solely on a Schedule 13G (Amendment No. 11) filed with the Securities and Exchange Commission (“SEC”) on January 28, 2019, in which BlackRock, Inc. reported that, as of December 31, 2018, it had sole voting power over 8,574,151 shares and sole dispositive power over 8,706,981 shares.

(3)

Based solely on a Schedule 13G (Amendment No. 6) filed with the SEC on February 8, 2019, in which Dimensional Fund Advisors LP reported that, as of December 31, 2018 it had sole voting power over 4,003,145 shares and sole dispositive power over 4,180,350 shares in its capacity as an investment adviser registered under the Investment Advisors Act of 1940 to four investment companies and as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

(4)	Based solely on a Schedule 13G (Amendment No. 1) filed with the SEC on February 11, 2019, in which The Vanguard Group reported that, as of December 31, 2018, it had sole voting power over 119,262 shares, shared voting power over 11,519 shares, sole dispositive power over 3,560,249 shares, and shared dispositive power over 125,281 shares.

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(1)	All of our current directors and officers use our Company address: 1415 West 22nd Street, Suite 1100, Oak Brook, IL 60523.

(2)

Totals include shares subject to stock options exercisable within 60 days of March 4, 2019 as follows: Mr. DuPré, 50,737; Mr. Hudson, 32,019; Mr. Martin, 942,122; Dr. Mudge, 5,000; Ms. Sherman, 337,801; and Mr. Workman, 5,000. All directors and executive officers as a group hold stock options exercisable within 60 days of March 4, 2019 with respect to 1,395,532 shares. Totals for Ms. Sherman also include 54,906 shares held in our 401(k) Plan.

(3)	Totals do not include restricted stock units that are vested but for which delivery has been deferred at the election of the director, as follows: Mr. Goodwin, 25,161; Mr. Martin, 12,247; Dr. Mudge, 33,567; and Mr. Owens, 20,076.

(4)	Based upon 60,253,987 shares of common stock issued and outstanding as of March 4, 2019 and, for each director or executive officer or the group, the number of shares subject to stock options exercisable by such director or executive officer or the group within 60 days of March 4, 2019. The use of “*” denotes percentages of less than 1%.

(5)	Mr. Weber was appointed to the position of Senior Vice President and Chief Operating Officer (“COO”) effective January 15, 2018.

(6)	Denotes non-employee director. Mr. Miller was appointed as a director on December 17, 2018. Mr. Lowe was appointed as a director on February 18, 2019. Mr. Goodwin is not running for re-election to the Board in 2019.

(7)	The information contained in this row of the table is based upon information furnished to us by the named individuals above, our other Section 16 Officers, and from our records. Each director and officer claims sole voting and investment power with respect to the shares listed above.

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(1)

Mr. Goodwin joined the Audit Committee on December 6, 2018, when Ms. Lind resigned from the Board. Mr. Goodwin served on the Compensation and Benefits Committee until December 17, 2018. Mr. Goodwin is not running for re-election to the Board when his term expires at the Annual Meeting on April 30, 2019. Accordingly, the Board approved its reconstitution from nine to eight directors to be effective at the Annual Meeting. Mr. Goodwin’s successor as Lead Independent Director, and his successor as a member of the Nominating and Governance Committee, will be appointed on or before April 30, 2019, in accordance with our Corporate Governance guidelines.

(2)	Mr. Lowe joined the Audit Committee on February 18, 2019.

(3)	Mr. Miller joined the Audit Committee on December 17, 2018.

(4)	Dr. Mudge and Mr. Workman joined the Compensation and Benefits Committee on May 1, 2018.

(5)	Mr. Owens became Chair of the Nominating and Governance Committee effective May 1, 2018, when Mr. Jones retired from the Board.

(6)	The Board has determined that each of Messrs. Goodwin and Workman qualifies as an “audit committee financial expert” as defined by the SEC.

•	The integrity of our financial statements;

•	The qualifications and independence of our independent registered public accounting firm;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	Our compliance with legal and regulatory requirements, including our Policy for Business Conduct for all employees and Code of Ethics for our CEO and senior officers.

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(1)

Each non-employee director is issued a stock award annually. The annual award is determined by dividing the grant date value of the equity award (i.e., in 2018, $120,000 in the case of our Chairman and $100,000 for all other non-employee directors) by the closing price of our common stock on the grant date. Amounts stated reflect the grant date fair value computed in accordance with Accounting Standards Codification 718 “Compensation — Stock Compensation” (“ASC 718”). The following awards were granted to non-employee directors on May 1, 2018, at a closing share price of $21.47: 5,590 deferred shares in the form of restricted stock units to Mr. Martin as Chairman; 4,658 shares of common stock to Mr. Goodwin as Lead Independent Director; and 4,658 shares of common stock to each of Mr. Workman and Ms. Reichelderfer. Messrs. Mudge and Owens and Ms. Lind received 4,658 deferred shares in the form of restricted stock units. As of December 31, 2018, each non-employee director held the following aggregate number of shares: Mr. Martin, 310,080 shares, including 12,247 deferred shares held in the form of restricted stock units, and 19,352 performance shares which were earned as of December 31, 2018, but not issued until the first quarter of 2019; Mr. Goodwin, 127,587 shares, including 25,161 deferred shares held in the form of restricted stock units; Mr. Miller, 76 shares, Dr. Mudge, 89,202 shares, including 33,567 deferred shares held in the form of restricted stock units; Mr. Owens, 91,767 shares, including 20,076 deferred shares held in the form of restricted stock units; Ms. Reichelderfer, 74,046 shares; and Mr. Workman, 36,862 shares. Directors electing to defer the receipt of shares have the right to receive a cash payment, at the same time as the ultimate distribution of the applicable shares, equal to the dividends that would have been received if the director had elected to receive such shares upon issuance. As of December 31, 2018, accumulated dividend equivalents associated with these deferred stock units were as follows: Mr. Martin, $4,803; Dr. Mudge, $4,003; and Mr. Owens, $8,308. Annual stock awards to non-employee directors vest immediately upon issuance.

(2)

Effective in fiscal year 2018, the Board’s independent compensation consultant, Willis Towers Watson (“WTW”), recommended certain changes to non-employee director compensation to align with director compensation programs utilized by the Company’s peer group, including elimination of initial non-qualified stock option awards to new directors upon their appointment to the Board. As a result, no stock options were granted to Mr. Miller in connection with his appointment as a director during the fiscal year ended December 31, 2018. Similarly, Mr. Lowe did not receive an initial stock option award in connection with his appointment as a director, effective February 18, 2019. As of December 31, 2018, each non-employee director had the following number of stock options outstanding: Mr. Martin, 1,001,364; Mr. Goodwin, 0; Mr. Lowe, 0; Mr. Miller, 0; Dr. Mudge, 5,000; Mr. Owens, 0; Ms. Reichelderfer, 0; and Mr. Workman, 5,000.

(3)	Mr. Martin served as Chairman during 2018. His fees in the first column are comprised of an annual retainer of $120,000 which he received in that capacity. Mr. Martin’s “Other Compensation” in 2018 represents the Company’s match of donations made by Mr. Martin to eligible charitable organizations during 2018.

(4)

Mr. Goodwin served as Lead Independent Director during 2018. In that capacity, he received an annual retainer of $87,500 in addition to the same Committee membership fees applicable to other directors. His fees in the first column are comprised of an annual retainer of $87,500 and Committee membership fees of $12,411. Mr. Goodwin is not running for re-election when his term expires at the Annual Meeting on April 30, 2019. His successor as Lead Independent Director, and his successor as a member of the Nominating and Governance Committee, will be appointed on or before April 30, 2019, in accordance with our Corporate Governance guidelines.

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(5)	Mr. Jones retired and did not seek re-election at the 2018 Annual Meeting on May 1, 2018. His fees in the first column are comprised of the pro-rata payment of an annual retainer and Committee membership fees, reflecting services provided during 2018.

(6)	Ms. Lind resigned as a director effective December 6, 2018. Her fees in the first column are comprised of the pro-rata payment of an annual retainer and Committee membership fees, reflecting services provided during 2018.

(7)	Mr. Miller was appointed as a director effective December 17, 2018. His fees in the table above are comprised of the pro-rata payment of an annual retainer and Committee membership fees, totaling $2,672 and $370, respectively. As Mr. Miller has not yet met his target stock ownership level, 50% of his fees earned in 2018 were paid in shares of our common stock, with the remainder paid in cash.

(8)	Following Mr. Jones’s retirement, Mr. Owens was appointed as Chair of the Nominating and Governance Committee. His fees in the first column include the pro-rata payment of fees earned as Chair of the Nominating and Governance Committee during 2018.

(1)

Effective for fiscal year 2018, the Board’s independent compensation consultant, WTW, recommended certain changes to non-employee director compensation to align with director compensation programs utilized by the Company’s peer group. The Board adopted WTW’s recommended annual cash retainers as set forth above, and eliminated: (a) per-meeting fees for all non-employee directors; (b) initial non-qualified stock option awards to new directors; and (c) the Chairman’s per diem fee for non-Board services to the Company. The Board also continued the existing non-employee director stock ownership requirement in the amount of five times each director’s respective annual cash retainer fee.

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•	Jennifer L. Sherman, President and CEO;

•	Mark D. Weber, Senior Vice President and COO;

•	Ian A. Hudson, Senior Vice President and CFO;

•	Daniel A. DuPré, Vice President and General Counsel; and

•	Robert E. Fines, Vice President and General Manager, TBEI.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

•	With the traction on our organic growth initiatives, and benefits from the 2017 acquisition of TBEI, we accelerated the achievement of our goal of profitably growing our revenues in excess of $1 billion by 2020. Our net sales for the year ended December 31, 2018 increased to $1,089.5 million.

•	We generated $93.7 million of income from continuing operations during the year ended December 31, 2018, an increase of $33.2 million, or 55%, compared to $60.5 million in 2017.

•	On a consolidated basis, our adjusted EBITDA* increased by $47.0 million, or 41%, and our adjusted EBITDA margin* for 2018 was 14.7%, up from 12.6% in 2017.

•	Our Environmental Solutions Group and our Safety and Security Systems Group each reported significant improvement in net sales and earnings, delivering adjusted EBITDA margins* towards the high end of our target ranges.

•	We have continued to focus on new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base. In particular, we are pleased with the market reaction to our new hydro-excavator vehicle designed for utility markets.

•	Our ETI initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•	With $92.8 million of cash being generated from continuing operations during 2018, we have been able to pay down $62.1 million of debt in 2018, bringing our total debt repayment since the completion of the TBEI acquisition in June 2017 to approximately $96.0 million.

•	During the year, we demonstrated our commitment to returning value to stockholders by paying increased cash dividends of $18.7 million in 2018, up from $16.8 million in 2017.

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•	We also spent $1.2 million repurchasing shares under our authorized repurchase program. At the end of 2018, we had $30.2 million of authorization remaining under our existing share repurchase program, which represents approximately 2% of our market capitalization.

•	With our strong balance sheet and positive operating cash flow, we are well positioned to continue to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Net sales for the year ended December 31, 2018 increased by $191.0 million, or 21%, to $1,089.5 million, with organic sales growth of approximately 12%.

•	Operating income for the year ended December 31, 2018 increased by $47.9 million, or 65%, to $121.5 million.

•	Adjusted EBITDA* for the year ended December 31, 2018 was $160.5 million, up $47.0 million, or 41%, and our adjusted EBITDA margin* for the year ended December 31, 2018 was 14.7%, up from 12.6% in 2017.

•	Income from continuing operations for the year ended December 31, 2018 was $93.7 million, up $33.2 million, or 55%, from $60.5 million in the prior year. This equated to earnings per share of $1.53, up 53% from $1.00 per share last year.

•	On an adjusted basis*, we reported full-year earnings of $1.43 per share in 2018, which is up $0.58 per share, or 68%, compared to $0.85 per share last year.

•	Cash flow from continuing operating activities for the year ended December 31, 2018 was $92.8 million, an increase of $19.3 million, or 26%.

•	Total orders for the year ended December 31, 2018 were $1,173.2 million, an increase of $155.2 million, or 15%.

•	Our consolidated backlog at December 31, 2018 was $337.7 million, up $80.2 million, or 31%, from $257.5 million at December 31, 2017.

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•

In 2018, the Committee decided to maintain the performance metrics applicable to annual cash incentive awards made under the Federal Signal Corporation Short Term Incentive Bonus Plan (the “STIP”) to be based on financial objectives (weighted at 70%) and individual objectives (weighted at 30%). Beginning in 2018, the Committee introduced EBITDA margin as a second financial metric, weighted at 15%. As a result, the 2018 STIP comprised the following components: earnings (weighted at 55%), EBITDA margin (weighted at 15%), and individual objectives (weighted at 30%). The Committee believes that the additional financial metric will further incentivize executives to drive stockholder value.

•	In 2018, long-term equity incentive award grants to our NEOs and other Section 16 Officers consisted of the following: 50% PSUs, 25% stock options, and 25% restricted stock awards. The equity mix aligns with market-based executive incentive compensation practices while maintaining alignment of incentive pay with the Company’s long-term focus, goals, and initiatives.

•	In setting targets for PSUs granted as part of the annual award in 2018, the Committee retained both a three-year performance period and the applicable performance metrics, i.e., earnings per share from continuing operations (weighted at 75%) and return on invested capital (weighted at 25%).

•	In considering the design of the STIP and long-term incentive awards for 2019, the Committee decided to retain the same methodology that was used in 2018.

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•	Executive compensation must be linked to the achievement of strategic, financial and operational goals that successfully drive growth in stockholder value;

•	Total targeted compensation must be competitive, during all business cycles, to attract, motivate and retain experienced executives with leadership abilities and talent necessary for the Company’s short-term and long-term success, profitability and growth, while taking into account Company performance and external market factors;

•	The portion of compensation that is variable based on performance and therefore at-risk should increase with officer level and responsibility;

•	Executive awards should differ based on actual performance to ensure alignment with stockholder value (actual pay can be above or below target pay); and

•	Equity ownership and holding requirements align the interests of executives with the interests of stockholders and help build long-term value.

•	Establishes our compensation philosophy, sets broad compensation objectives and evaluates compensation to ensure that it complies with and promotes our compensation philosophy and objectives;

•	Determines the various elements of our executive compensation, including base salary, annual cash incentives, long-term equity incentives, retirement, health and welfare benefits and perquisites;

•	Establishes performance goals for our President and CEO and oversees the establishment of performance goals for our other executive officers and for each business unit;

•	Evaluates annually each executive officer’s performance in light of the goals established for the most recently completed year;

•	Establishes each executive officer’s annual compensation level based upon the individual’s performance, our financial results, the amount of compensation paid to comparable executive officers at comparable companies, the awards given to the individual in past years and our capacity to fund the compensation;

•	Reviews our President and CEO’s annual succession planning report and executive development recommendations for her direct reports;

•	Reviews benefit and compensation programs and plans to ensure incentive pay does not encourage unnecessary risk taking; and

•	Retains and oversees advisors it may engage periodically to assist in the performance of its role.

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•	Base salary;

•	Annual cash incentives;

•	Long-term equity incentives;

•	Retention bonuses;

•	Retirement, health and welfare benefits; and

•	Perquisites

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(1)	Mr. Weber was appointed to the position of Senior Vice President and COO effective January 15, 2018.

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(1)	For PSUs granted in fiscal year 2016, the performance period was the three-year period ended on December 31, 2018. Based on actual results over the performance period, shares were earned at 98% of target. In the first quarter of 2019, earned shares were issued to recipients who were employed by the Company on December

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(2)	In our view, stock options are inherently at-risk because they only have value if share price increases over grant date value.

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•	airline club memberships;

•	auto allowances; and

•	life insurance.

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(1)	Mr. Weber joined the Company effective January 15, 2018.

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(1)	Mr. Weber joined the Company effective January 15, 2018 and his target bonus opportunity has been pro-rated to reflect the period of his employment during 2018.

•	Ms. Sherman and Messrs. Weber, Hudson, DuPré, and Fines were granted options to purchase 74,966; 17,436; 14,818; 7,847; and 6,276 shares of our common stock, respectively, at an exercise price of $23.14 per share (the closing price of our stock on date of grant). The options vest in three equal annual installments on the first three anniversaries of the grant date.

•

Ms. Sherman and Messrs. Weber, Hudson, DuPré, and Fines were granted PSUs of 46,456; 10,804; 9,184; 4,862; and 3,890, respectively. Each PSU represents a right to receive up to two shares of our common stock based upon achieving certain performance targets during a three-year performance period ending December 31, 2020. These awards are subject to vesting requirements that require each recipient to remain employed through the end of the performance period.

•	Ms. Sherman and Messrs. Weber, Hudson, DuPré, and Fines were granted restricted stock awards of 23,228; 5,401; 4,591; 2,430; and 1,944, respectively. The restricted stock awards cliff vest in full on the third anniversary of the grant date, subject to continued employment.

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•	The total fees paid to WTW of $202,485 represented approximately 0.002% of its revenue for its 2018 fiscal year-end of $8.5 billion;

•	There is no overlap between the WTW team that provided services to the Committee and the WTW team that provided the additional services;

•	No member of the WTW team receives additional compensation as a result of the provision of services to the Committee or with respect to the additional services;

•	WTW prohibits compensation consultants from owning stock in any company it advises; and

•	There are no business or personal relationships between WTW or any member of WTW’s team and any member of the Committee, the Board or any NEO.

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•	Except as noted below, we will not enter into any employment agreement, severance agreement or change-in-control agreement that requires us to make or agree to make any tax gross-up payments to any NEO except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement; and

•

Unless approved by a vote of our stockholders entitled to vote in an election of directors, we will not enter into any compensation agreement with any NEO that provides for severance payments (excluding the value of any accelerated vesting of equity based awards) in an amount exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination (determined as an annualized amount) or either of the immediate two preceding years; plus (ii) either the NEO’s current target bonus or the highest annual bonus awarded to the NEO in any of the three years preceding the year in which the NEO’s termination of employment occurs (excluding the value of any accelerated vesting of equity based awards).

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(1)

Includes amounts deferred into the 401(k) Plan and the Federal Signal Corporation Savings Restoration Plan (“Savings Restoration Plan”), a nonqualified deferred compensation plan. In 2018, each of our NEOs contributed $18,500 to the 401(k) Plan. Information relating to our NEOs’ deferrals into the Savings Restoration Plan is detailed within “Post Retirement Benefits” included in the section titled “Executive Compensation”.

(2)

The stock award values represent the aggregate grant date fair values computed in accordance with ASC 718. These figures reflect long-term equity incentive restricted stock awards and PSUs, discussed in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” Restricted stock awards granted in fiscal year 2018 were valued at the closing price of our Company’s stock on the grant date, resulting in grant date value of $23.14. PSUs granted in fiscal years 2016, 2017 and 2018 were valued at the closing price of our Company’s stock on the grant dates, resulting in grant date values of $12.66 for grants issued in 2016, $17.02 and $18.31 for grants issued in 2017, and $23.14 for grants issued in 2018. The PSU awards granted in 2016, 2017 and 2018 each utilized an EPS metric weighted at 75% and an ROIC metric weighted at 25%, over a three-year performance period, with the exception of PSUs issued to Mr. Fines in connection with the TBEI acquisition in 2017, which utilized a cumulative EBITDA metric over the applicable performance period. For PSUs granted in fiscal year 2016, the performance period was the three-year period ending on December 31, 2018. Based on actual results over the performance period, shares were earned at 98% of target. Earned shares were issued to recipients who were employed by the Company on December 31, 2018.

(3)

The option award values represent the grant date fair values computed in accordance with ASC 718. These amounts reflect long-term equity incentive stock option grants, discussed in further detail in the sections titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives” and “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $7.17 for options granted on May 10, 2018; $5.96 for options granted on May 10, 2017; and $4.22 for options granted on May 5, 2016. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 14 — Stock-Based Compensation to our consolidated financial statements in our

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(4)

Reflects annual cash incentive payments for the year ended December 31, 2018. For a description of these incentive awards, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentives”. Includes the following amounts which NEOs elected to defer into the 401(k) Plan and Savings Restoration Plan upon receiving the cash payout in 2019:

(a)	No amount of Ms. Sherman’s annual cash incentive payment for the year ended December 31, 2018 was deferred into the 401(k) Plan during 2019 as she had reached the maximum limit prior to receiving the cash payout.

(b)	No amount of Mr. Fines’s annual cash incentive payment for the year ended December 31, 2018 was deferred into the 401(k) Plan and he was not eligible for Savings Restoration Plan participation in 2018.

(5)

Reflects the actuarial increase in the present value of NEO benefits under all pension plans, including our supplemental pension plans, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. The present value of the benefits for Ms. Sherman, the only NEO that participates in the Company’s pension plan, decreased by $36,343 in 2018. Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings or losses on externally managed investments of employees participating in the 401(k) Plan, and dividends on our common stock are paid at the same rate as dividends paid to stockholders.

(6)	All other compensation in fiscal year 2018 includes the following aggregate perquisites and other items:

(a)	Mr. Weber’s auto allowance is pro-rated based on his January 15, 2018 date of hire.

(b)	Represents dividend income on unvested restricted stock.

(c)	Represents the Company’s match on donations made by NEOs to eligible charitable organizations during 2018.

(d)	For Ms. Sherman, amount includes $550 for membership in the United Airlines United Club and $1,125 for life insurance premium payments. For Mr. Weber, amount includes $600 for membership in the United Airlines United Club and $756 for life insurance premium payments. For Messrs. Hudson, DuPré, and Fines, amounts stated are for life insurance premium payments.

(7)	Mr. Weber was appointed to the position of Senior Vice President and COO effective January 15, 2018.

(8)

In connection with the Company’s acquisition of TBEI, Mr. Fines was awarded 40,961 PSUs on July 25, 2017 at an original grant date value of $749,996 (grant date value of $18.31 per share). Effective December 20, 2018, the Company and Mr. Fines agreed to make certain modifications to the underlying award agreement. Included within the modifications, which were approved by the Compensation and Benefits Committee, was a change in the target setting methodology to align with the Company’s other PSU award agreements, a change of the performance period to align with fiscal year-end periods consistent with the Company’s other awards and an

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(1)	See the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentives.” Mr. Weber was appointed to the position of Senior Vice President and COO effective January 15, 2018. His target bonus opportunity has been pro-rated to reflect the period of his employment during 2018.

(2)

These columns include information regarding PSUs. The “Threshold” column represents the minimum amount payable when threshold performance is met (50% of PSUs granted would be earned). If performance is below the threshold performance, no units are earned. The “Target” column represents the amount payable if actual performance is equal to target (100% of PSUs granted would be earned). The “Maximum” column represents the full payout potential under the plan if actual performance is equal to or greater than maximum (200% of PSUs granted would be earned). Shares of Company stock are awarded, if any, as a percentage of the pre-determined target shares for that executive officer ranging from 0% to 200% as determined by the performance against the applicable metrics. For fiscal year 2018, the performance metrics were EPS from continuing operations weighted at 75% and ROIC weighted at 25%, measured over a three-year performance period. The performance period ends on December 31, 2020.

(3)

The grant date fair values are determined in accordance with ASC 718. The fair value of restricted stock awards is based on the closing price of our Company’s common stock on the grant date, resulting in estimated fair values of $23.14 for restricted stock granted on May 10, 2018. The fair value of PSUs is based on the closing price of our Company’s common stock on the grant date, resulting in estimated fair values of $23.14 for PSUs granted on May 10, 2018. The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $7.17 for stock options granted on May 10, 2018.

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We selected December 31, 2017 as our identification date for determining the median of the total annual compensation of all employees because it enabled us to make such identification in a reasonably efficient and economic manner. As of that date, we employed approximately 3,000 individuals. This population consisted of our full-time and part-time employees. We included 2,484 employees in the United States and 525 employees located outside of the United States in identifying the median employee.

•

We used a consistently applied compensation measure, comparing the amount of salary or wages, and bonuses as compiled from our payroll records and other internal records. We identified our median employee by consistently applying this compensation measure to all employees included in our employee population base. Such person’s compensation was calculated in accordance with the Summary Compensation Table guidelines.

•	The median of the total annual compensation of all employees of our Company (other than our CEO) was reasonably estimated to be $65,272;

•	The total annual compensation of our CEO, as reported in the “Summary Compensation Table” included in the section titled “Executive Compensation”, was $4,428,346; and

•	Based on this information, the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 68 to 1.

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(1)	Stock options vest ratably (i.e., one-third annually) over three years from the grant date.

(2)	We use the closing price for our common stock, as reported by the NYSE, on the grant date to determine the exercise price of stock options.

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(3)	The restricted stock grants to Ms. Sherman in May 2017 and May 2018, Mr. Weber in May 2018, Mr. Hudson in March 2016, May 2017, October 2017 and May 2018, Mr. Fines in May 2018, and Mr. DuPré in May 2017 and May 2018, vest in full on the third anniversary of the grant date, subject to continued employment.

(4)	The PSUs granted on May 10, 2017, July 25, 2017 and May 10, 2018 are earned only if the threshold is met for the applicable performance period. Any earned shares vest at the end of the performance period.

(5)	Based on the closing price of $19.90 per share on December 31, 2018.

(1)	These columns relate to shares that vested in fiscal year 2018 pursuant to PSUs granted in fiscal year 2016, which were earned at 98% of target. The amount for Mr. DuPré also includes shares that vested in fiscal year 2018 pursuant to a restricted stock award granted in fiscal year 2015.

(1)

The FSC Retirement Plan, which has been frozen since 2006, provides defined payment retirement benefits for certain salaried and hourly employees, including executive officers. Contributions were made on an actuarial group basis and no specific contribution was set aside for any individual participant. The approximate annual pension benefit set forth in the table is based on years of service and compensation, and reflects dollar limitations under the Internal Revenue Code, which limits the annual benefits which may be paid from a tax-qualified retirement plan.

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(1)

Includes amounts deferred from 2018 salary, as disclosed in the “Salary” column of the “Summary Compensation Table” included in the section titled “Executive Compensation”, in addition to amounts of annual cash incentive payments for the year ended December 31, 2017 which NEOs elected to defer into the Savings Restoration Plan upon receiving the cash payout in 2018, as outlined in the table below:

(2)	Amounts are included in the “All Other Compensation” column of the “Summary Compensation Table” included in the section titled “Executive Compensation”.

(3)	Aggregate earnings under the plan are not above-market and neither earnings nor losses are included in the “Summary Compensation Table” included in the section titled “Executive Compensation”.

(4)	Mr. Weber rejoined the Company on January 15, 2018. When he previously left the Company in 2013 to assume the CEO position at Supreme Industries, Inc., Mr. Weber made certain elections with respect to the distribution of his then-vested account balance. The amount reflected in this column represents the amount distributed to Mr. Weber during 2018.

(5)	Mr. Fines was not eligible for Savings Restoration Plan participation in 2018.

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•	Execution of a general release;

•	Non-disclosure of confidential information to a third-party;

•	Non-competition with our Company for 12 months; and

•	Non-solicitation of employees for 12 months.

•	Cash payments equal to the sum of the executive officer’s base salary and current annual bonus target for Tier I executives; cash payments equal to 75% of the executive officer’s base salary and current annual bonus target for Tier II executives; or cash payments equal to 50% of the executive officer’s base salary and current annual bonus target for Tier III executives;

•	Payment of a percentage of targeted annual incentive bonus based on the number of days worked in the current year;

•

For Tier I, II and III executives, continuation of health and welfare benefits for up to 12, 9 or 6 months, respectively, following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code);

•	Right to exercise vested options within three months from date of termination (unvested options, PSUs, restricted stock awards and restricted stock units are forfeited); and

•	Vested amounts under our 401(k) Plan and Savings Restoration Plan.

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•	Base salary continuation for a period of 12 months; and

•	Active rate COBRA continuation for health and dental insurance for 12 months.

•	The right to exercise vested options until the earlier of the expiration date or up to five years from date of termination; and

•	Vesting of unvested equity awards.

•	Accrued and unpaid base salary through the date of termination of employment;

•	Immediate vesting of all outstanding and unvested stock options which may be exercised for one year from the date of termination of employment;

•	Immediate vesting or lapse of restrictions on all restricted stock and restricted stock units, as applicable;

•	Immediate vesting of PSUs, with performance shares distributed at the end of the performance period based on the greater of actual or target performance and pro-rated through the date of termination of employment;

•	Pro-rata payment of STIP at target for the current performance period; and

•	Payment of vested amounts under our 401(k) Plan and Savings Restoration Plan.

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•	Payment of any accrued and unpaid salary through the date of termination and pro-rated annual cash incentive bonus target;

•	A lump-sum cash payment up to two times the sum of the executive’s annual base salary and current annual target bonus opportunity established under the annual bonus plan in which the executive participates;

•	A lump-sum cash payment up to one times the sum of the executive’s annual base salary and annual cash incentive bonus target as further consideration for an 18-month non-compete covenant;

•	Immediate vesting and lapse of restrictions on all equity-based long-term incentives;

•	Immediate vesting and cash-out of all outstanding cash-based long-term incentive awards, if any; and

•

Continuation of medical insurance coverage for up to 36 months following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code) and continuation of other health and welfare benefits for up to 12 months at the same premium cost and at the same coverage level available to active employees to the extent not duplicative.

•	Acquisition by any one person or group of beneficial ownership of 40% or more of the combined voting power of our Company’s then outstanding securities;

•	Replacement of the majority of the directors during any period of 24 consecutive months;

•

Consummation of a merger or consolidation of our Company with another corporation, other than: (i) a merger or consolidation in which the combined voting securities of our Company immediately prior to such merger or consolidation continue to represent more than 60% of the combined voting power of the voting securities of our Company or the surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of our Company or similar transaction in which no person or group acquires more than 40% of the combined voting power of our Company’s then outstanding securities;

•	Approval by our stockholders of a plan or an agreement for the sale or disposition of all or substantially all of our Company’s assets; or

•	Any other transaction that our Board designates as being a Change-in-Control. The Board modified the Change-in-Control Policy and the form of Executive Change-in-Control Severance Agreement to remove, after March 2010, Board discretion on designating transactions as a Change-in-Control. This modified policy is included in the Executive Change-in-Control Severance Agreements executed by each NEO.

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•	We assumed the executive was in his or her role as of December 31, 2018;

•	We assumed the executive’s termination date was December 31, 2018;

•	When applicable, we used the closing price of our common stock on December 31, 2018, which was $19.90; and

•	When applicable, we assumed the executives were subject to a 37% federal tax rate, 4.95% state tax rate, 1.45% Medicare tax rate, and an additional 0.9% Medicare tax.

(1)	Ms. Sherman’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 3.00 times the sum of her base salary and her bonus at target.

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(1)	Mr. Weber’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of his base salary and his bonus at target.

(2)

Mr. Weber is not eligible to participate in the Company’s Executive General Severance Plan, unless and until both of the following pre-conditions are satisfied: (i) he has worked for the Company as its COO through January 15, 2019; and (ii) Jennifer L. Sherman is no longer serving as Company’s President and CEO. As neither condition had been satisfied as of December 31, 2018, Mr. Weber was not eligible to participate in the Company’s Executive General Severance Plan.

(1)	Mr. Hudson’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of his base salary and his bonus at target.

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(1)	Mr. DuPré’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.0 times the sum of his base salary and his bonus at target.

(1)	Mr. Fines’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.0 times the sum of his base salary and his bonus at target.

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(1)

These are fees for professional services for: (i) the audit of our annual financial statements in our Form 10-K filing and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements; and (ii) the audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(3)	These are fees for professional services with respect to tax compliance, advice and planning. Fees incurred principally relate to review of tax returns, preparation of tax returns and consultation with regard to various tax planning issues.

(4)	No fees were paid for miscellaneous other services that fall outside the other categories above this row.

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•

Our long-term incentive program is designed to align each executive’s goals with the intermediate and long-term goals of our stockholders and our awards are comprised of PSUs (50%), which are only earned if performance goals are attained and vest over a three-year period; stock options (25%) which only have value if our share price increases; and time-based restricted stock awards (25%) which are subject to three-year cliff vesting.

•	Our pay-for-performance philosophy is evident in the composition of our NEOs’ compensation. As shown below, equity compensation is a significant percentage of our NEOs’ total compensation.

•

On an enterprise level, we set aggressive performance metrics for performance awards. For example, despite Total Stockholder Return of 31% over the three-year period from 2016 to 2018, our 2016 PSUs, which were tied to the same three-year period, were earned below target level. As a result, consistent with our pay-for-performance philosophy, the PSUs initially granted to NEOs in 2016 were earned at 98% of target in 2018, as compared to 200% at maximum level of performance.

•	Our Compensation and Benefits Committee has taken a conservative approach with regard to base salaries. Base salaries of our NEOs are generally targeted at or below the 50th percentile of competitive market data.

•	We believe our pay practices are favorable to stockholders. For example:

•	Our 2015 Plan does not use liberal share counting;

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Over the years, we have limited the perquisites available to our executive officers in a manner that we believe is friendly to stockholders. For example, since 2009, we have prohibited any tax gross-up payments, except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement. Only one of our NEOs is entitled to tax gross-up payments based on a grandfathered agreement;

•

Unless approved by our stockholders, since 2009, we have limited severance payments for NEOs to an amount not exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination or either of the immediate two preceding years; and (ii) either the NEO’s current target bonus, or the highest annual bonus awarded to the NEO in any of the three years preceding the year of termination;

•

Annual cash incentive payments are subject to a “clawback” policy under which the Company will require, to the extent practicable upon the occurrence of specified events, a Section 16 Officer to repay a portion of his or her performance bonus payment plus a reasonable rate of interest. The clawback policy is triggered by: (i) an accounting restatement or a determination by our Board that the performance results were materially inaccurate; and (ii) a determination that the amount of such performance-based bonus payment would have been less than the amount previously paid to such Section 16 Officer, taking into account the restated financial results or otherwise corrected performance results; and

•

Under the Company’s Executive General Severance Plan, we have limited certain benefits, prevented the payment of duplicative benefits, defined “Cause” (which results in ineligibility for benefits), reduced the ability of the executive to terminate for “Good Reason,” increased the Company’s flexibility to complete corporate transactions without triggering severance obligations, limited the group of employees eligible to participate, and implemented a one-year service requirement for eligibility (with certain limited grandfathering exceptions).

•

Our Section 16 Officers, selected key management personnel and other corporate officers are required to own substantial holdings of our common stock while employed by us. Individual stock ownership targets are based on a multiple of between one and five times the executive’s base salary. Until the target ownership is met, our executive officers’ ability to sell shares of our common stock is limited. In addition, after achieving the ownership target, each executive officer must maintain his or her target ownership level (which is measured annually) and is required to hold 50% of the net shares received from exercised options or vested shares of common stock (over and above the target ownership level) for at least two years from the date of exercise or vesting.

•	The Compensation and Benefits Committee is advised by an independent compensation consultant who keeps the Committee apprised of developments and best practices.

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(1)	All of our equity compensation plans have been approved by our stockholders.

(2)	No additional incentive awards were available for grant under this plan after April 28, 2015.

(3)	“Full value” awards, which include restricted stock awards and PSUs, count as 2.05 shares against the remaining available shares for future issuance under this plan.

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(a)	Purchase accounting effects relate to adjustments to exclude the step-up in the valuation of equipment acquired in connection with recent acquisitions that was sold subsequent to the acquisition dates in the years ended December 31, 2018 and 2017, as well as to exclude the depreciation of the step-up in the valuation of the rental fleet acquired in the Joe Johnson Equipment transaction.

(b)	Adjusted income tax expense for the year ended December 31, 2018 excludes an $8.6 million net tax benefit associated with tax planning strategies. Adjusted income tax expense for the year ended December 31, 2018 also excludes the tax effects of acquisition and integration-related expenses, purchase accounting effects and hearing loss settlement charges, where applicable.

(c)

Adjusted income tax expense for the year ended December 31, 2017 excludes a $20.0 million net tax benefit, representing the Company’s preliminary estimate of the impact of the 2017 Tax Act, and a $0.8 million benefit from changes in state deferred tax valuation allowance. Adjusted income tax expense for the year ended December 31, 2017 also excludes $0.6 million of tax expense associated with a change in the enacted state tax rate in Illinois. Adjusted income tax expense for the year ended December 31, 2017 also excludes the tax effects of restructuring activity, executive severance costs, acquisition and integration-related expenses, purchase accounting effects, hearing loss settlement charges and pension settlement charges, where applicable.

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