Federal Signal Corp. DEF 14A Filing

TL;DR

<b>Federal Signal Corp. filed a DEF 14A on March 8, 2024, detailing executive compensation and financial adjustments for fiscal years 2020-2023.</b>

AI Summary

FEDERAL SIGNAL CORP /DE/ (FSS) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. Filing type is DEF 14A, filed on 2024-03-08. Company name is FEDERAL SIGNAL CORP /DE/ with Central Index Key 0000277509. Business and mailing address is 1415 WEST 22ND STREET, SUITE 1100, OAK BROOK, IL 60523. Former company name was FEDERAL SIGN & SIGNAL CORP /DE/ with a name change date of 1960-02-01. The filing includes adjustments related to stock and option awards, and defined pension benefits for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking FEDERAL SIGNAL CORP /DE/, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation, including adjustments to stock and option awards, which is crucial for understanding management's incentives and the company's financial reporting. The inclusion of adjustments for defined pension benefits and equity awards across multiple fiscal years (2020-2023) offers a comprehensive view of the company's long-term financial commitments and compensation strategies.

Risk Assessment

Risk Level: low — FEDERAL SIGNAL CORP /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing minimal new risk.

Analyst Insight

Review the detailed executive compensation breakdown and any adjustments to equity awards to assess management's alignment with shareholder interests.

Key Numbers

• 2024-03-08 — Filing Date (Conformed Period of Report)
• 2023-12-31 — Fiscal Year End (Fiscal Year End)
• 1960-02-01 — Name Change Date (Former company name change date)

Key Players & Entities

• FEDERAL SIGNAL CORP /DE/ (company) — Filer name
• 0000277509 (company) — Central Index Key
• 1934 Act (regulator) — SEC Act
• 001-06003 (regulator) — SEC File Number
• 1415 WEST 22ND STREET (company) — Business address street 1
• OAK BROOK (company) — Business address city
• IL (company) — Business address state
• 60523 (company) — Business address zip

FAQ

Industry Context

Federal Signal Corporation operates in the manufacturing sector, specifically related to motor vehicles and passenger car bodies (SIC 3711).

Regulatory Implications

The filing is a DEF 14A (Definitive Proxy Statement) under the Securities Exchange Act of 1934, used for soliciting proxies from shareholders.

What Investors Should Do

1. Analyze the executive compensation details provided in the filing.
2. Examine the adjustments made to stock awards, option awards, and pension benefits for the fiscal years 2020-2023.
3. Note the company's former name and the date of its name change.

Key Dates

• 2024-03-08: Filing Date — Filing of DEF 14A

Year-Over-Year Comparison

This filing is a DEF 14A, which is a definitive proxy statement, typically filed after preliminary proxy materials. It contains detailed information on executive compensation and related financial adjustments for multiple fiscal years.

Key Financial Figures

• $1.87 b — for the year were at a record level of $1.87 billion, an increase of $178 million, or
• $178 m — level of $1.87 billion, an increase of $178 million, or 11%, from last year. Backlog
• $1.03 b — year. Backlog at December 31, 2023 was $1.03 billion, another Company record, and an i
• $146 m — ther Company record, and an increase of $146 million, or 17%, compared to the end of l
• $1.72 b — r the year ended December 31, 2023 were $1.72 billion, the highest level in our history
• $288 m — evel in our history, and an increase of $288 million, or 20% from last year. For the
• $224.5 m — , 2023, we reported operating income of $224.5 million, an increase of $63.7 million, or
• $63.7 m — ncome of $224.5 million, an increase of $63.7 million, or 40%, from last year. Consoli
• $157.4 m — ber 31, 2023, we reported net income of $157.4 million, an increase of $37.0 million, or
• $37.0 m — ncome of $157.4 million, an increase of $37.0 million, or 31%, from last year. 5 Tab
• $2.56 — d earnings per diluted share ("EPS") of $2.56 per share for the year ended December 3
• $1.97 — er 31, 2023, a 30% increase compared to $1.97 per share in the prior year. Adjusted
• $2.58 — or the year ended December 31, 2023 was $2.58 per share, the highest adjusted EPS* le
• $286.0 million — ciation and amortization ("EBITDA")* of $286.0 million for the year ended December 31, 2023, a
• $71.0 m — ended December 31, 2023, an increase of $71.0 million, or 33%, from last year. Adjuste

Filing Documents

• ffs-20240308.htm (DEF 14A) — 1731KB
• ffs-20240308_g1.jpg (GRAPHIC) — 34KB
• ffs-20240308_g10.jpg (GRAPHIC) — 2024KB
• ffs-20240308_g11.jpg (GRAPHIC) — 1067KB
• ffs-20240308_g12.jpg (GRAPHIC) — 116KB
• ffs-20240308_g13.jpg (GRAPHIC) — 1254KB
• ffs-20240308_g14.jpg (GRAPHIC) — 282KB
• ffs-20240308_g15.jpg (GRAPHIC) — 121KB
• ffs-20240308_g16.jpg (GRAPHIC) — 130KB
• ffs-20240308_g17.jpg (GRAPHIC) — 15KB
• ffs-20240308_g2.jpg (GRAPHIC) — 15KB
• ffs-20240308_g3.jpg (GRAPHIC) — 21KB
• ffs-20240308_g4.jpg (GRAPHIC) — 568KB
• ffs-20240308_g5.jpg (GRAPHIC) — 6KB
• ffs-20240308_g6.jpg (GRAPHIC) — 38KB
• ffs-20240308_g7.jpg (GRAPHIC) — 2108KB
• ffs-20240308_g8.jpg (GRAPHIC) — 2332KB
• ffs-20240308_g9.jpg (GRAPHIC) — 5255KB
• 0000277509-24-000014.txt (&nbsp;) — 43364KB
• ffs-20240308.xsd (EX-101.SCH) — 4KB
• ffs-20240308_def.xml (EX-101.DEF) — 6KB
• ffs-20240308_lab.xml (EX-101.LAB) — 9KB
• ffs-20240308_pre.xml (EX-101.PRE) — 5KB
• ffs-20240308_htm.xml (XML) — 128KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39 Summary Compensation Table 39 Grants of Plan-Based Awards 41 Pay Ratio of CEO to Median Employee 42 Pay Versus Performance 42 Information Regarding Equity Awards 46 Post-Retirement Benefits 48 Other Potential Post-Employment Payments 49 AUDIT COMMITTEE REPORT 55 INDEPENDENT REGISTERED ACCOUNTING FIRM FEES AND SERVICES 57 PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 58 PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 202 4 60 Table of Contents EQUITY COMPENSATION PLAN INFORMATION 61 FUTURE STOCKHOLDER PROPOSALS 61 OTHER BUSINESS 61 APPENDIX A A - 1 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement before voting. This summary does not contain all of the information that you should consider before voting. GENERAL INFORMATION Stock Symbol: FSS Stock Exchange: New York Stock Exchange ("NYSE") Registrar and Transfer Agent: Computershare Limited Corporate Headquarters: 1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523 Corporate Website: www.federalsignal.com ANNUAL MEETING Time and Date: 8:30 a.m., Central Daylight Time, Tuesday, April 23, 2024 Location: Regency Towers 11th Floor, 1415 West 22nd Street, Oak Brook, Illinois 60523 Record Date: February 26, 2024 Common Shares Outstanding on Record Date: 61,022,052 Voting: Each share of our common stock is entitled to one vote for each director to be elected and on each matter to be voted upon at the Annual Meeting. ITEMS TO BE VOTED ON AND BOARD RECOMMENDATIONS Item Board Recommendations Page Proposal 1 Election of Eight Directors For all nominees 13 Proposal 2 Advisory Vote to Approve the Com

View Full Filing

View this DEF 14A filing on SEC EDGAR