CECO ENVIRONMENTAL CORP

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For the period ended May 20, 2024. Filed Apr 10, 2024.

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May 20, 2024 · Filed Apr 10, 2024

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CECO$43.71+16.1%Stored close · as of Nov 6, 2026

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Contents

FREE CASH FLOW

GROSS PROFIT

ADJUSTED EBITDA

$36M▲ $33% YOY

$171M▲ 33% YOY

$371M▲ 19% YOY

$58M▲ 37% YOY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934


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

Check the appropriate box:

☐	Preliminary proxy statement

☐	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒	Definitive proxy statement

☐	Definitive additional materials

☐	Soliciting material pursuant to Sec. 240.14a-12

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):

☒	No Fee Required

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 10, 2024

Jason DeZwirekChairman of the BoardTodd GleasonChief Executive Officer

Dear Stockholder:We are pleased to invite you to attend CECO Environmental Corp.’s (“CECO” or the “Company”) Annual Meeting of Stockholders at 8:00 a.m. Central Time on Monday, May 20, 2024 to be held solely through virtual participation via webcast at www.virtualshareholdermeeting.com/CECO2024 (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 is included in the accompanying Notice of Annual Meeting and Proxy Statement.Our Board supported the tremendous progress achieved in 2023The Company achieved numerous financial records including the highest revenues in our history, as well as record bookings and backlog levels. Additionally, we continued to put in place more resources to support our global expansion and to sustain our performance. The result for our stockholders was a share price that once again greatly outperformed our industrial peer group and the broader stock market. We remain committed to creating stockholder value and ensuring our performance reflects the growth opportunities that we believe exist in the global marketplace. Our Board is highly engaged in our enterprise strategy and business transformationCECO has a focused growth strategy to advance in Industrial Air, Industrial Water and Energy Transition. To maximize the Company’s leadership, the Board established an M&A Committee to work closely with management and develop a robust pipeline of strategic transactions. In 2023, we closed three strategic acquisitions, expanding our international market leadership. The Company enters 2024 with a very balanced portfolio and stronger leadership positions in niche industries that we believe have attractive longer term growth profiles.Our Board is adding more expertiseWe believe our directors bring a well-rounded variety of diversity, skills, qualifications, and experiences, and represent an effective mix of Company knowledge and fresh perspectives. In September 2023, we announced the appointment of Laurie Siegel to the CECO Board of Directors. Laurie brings to the Company substantial experience as a human resources executive with large global enterprises as well as substantial public company board experience.Your vote is important to us, regardless of whether 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 protect people, the environment and industrial equipment.THESE PROXY SOLICITATION MATERIALS AND CECO ENVIRONMENTAL CORP.’S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2023, INCLUDING THE RELATED FINANCIAL STATEMENTS, WERE FIRST MADE AVAILABLE TO STOCKHOLDERS ON OR ABOUT APRIL 10, 2024.

CECO ENVIRONMENTAL CORP.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

	WHEN		We are taking advantage of the Securities and Exchange Commission ("SEC") rules allowing us to furnish proxy materials to stockholders on the internet. We believe that this method of delivery is more efficient and reduces 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 2024 Annual Meeting of Stockholders; (2) the Proxy Statement for the Annual Meeting (the “Proxy Statement”); and (3) the CECO Environmental Corp. 2023 Annual Report to Stockholders. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials in the 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 via webcast at 8:00 a.m., Central Time, on May 20, 2024, or any postponement or adjournment thereof.For more information about the Annual Meeting, please refer to the “Additional Information About the Annual Meeting” section found within the proxy statement.
Monday, May 20, 20248AM (CT)
	ADMISSION		AGENDA:
	Via live audio webcast, please visit:www.virtualshareholdermeeting.com/CECO2024		1 To elect eight directors for a one-year term.2 To approve the proposed amendment to the Company’s Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation.3 To approve, on an advisory basis, the compensation of our named executive officers.4 To ratify the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as our independent registered public accounting firm for 2024.5 To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
	WHO MAY VOTEStockholders of record at the close of business on March 25, 2024.
		Your vote is important to us. Whether or not you plan to attend the Annual Meeting online, we urge you to submit your vote now via the Internet, telephone, or mail. We appreciate your continued support.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 20, 2024This Proxy Statement and the CECO Environmental Corp. 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, are available at https://investors.cecoenviro.com. The content on any website referred to in this Proxy Statement is not incorporated by reference into this Proxy Statement.		BY INTERNETwww.proxyvote.com	BY TELEPHONE1-800-690-6903	BY MAILMail your signed proxy card
		By Order of the Board of DirectorsJason DeZwirekChairman of the Board of DirectorsApril 10, 2024

PROXY SUMMARY

This summary highlights selected information contained in this Proxy Statement. Please read this entire Proxy Statement carefully before voting your shares. On April 10, 2024, we began to mail to our stockholders of record, as of the close of business on March 25, 2024, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. For more complete information regarding the Company’s 2023 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Who We Are

CECO Environmental is a leading environmentally focused, diversified industrial company serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative solutions and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment.CECO solutions improve air and water quality, optimize emissions management, and increase energy efficiency for highly-engineered applications in power generation,

midstream and downstream hydrocarbon processing and transport, electric vehicle production, polysilicon fabrication, semiconductor and electronics, battery production and recycling, specialty metals and steel production, beverage can, water/wastewater treatment and a wide range of other industrial end markets.We produce products to help protect the air we collectively breathe, maintain clean and safe operations for employees, lower energy consumption and minimize waste for customers, and ensure they meet regulatory compliance standards for toxic emissions, fumes, volatile organic compounds, and odors.

Virtual Annual Meeting

WHEN	ADMISSION	WHO MAY VOTE
Monday, May 20, 20248AM (CT)	Via live audio webcast,please visit:www.virtualshareholdermeeting.com/CECO2024	Stockholders of record at the close of business on March 25, 2024

· ·
MATTERS TO BE VOTED ·

· PROPOSALS · · BOARD RECOMMENDATION
· · ·
	1	To elect eight directors for a one-year term.	FOR each director nominee.

	2	To approve the proposed amendment to the Company’s Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation.	FOR the approval of the proposed amendment to the Company’s Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation.

	3	To approve, on an advisory basis, the compensation of our named executive officers.	FOR the approval, on an advisory basis, of the compensation of our named executive officers.
	4	To ratify the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as our independent registered public accounting firm for 2024.	FOR the ratification of the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as our independent registered public accounting firm for 2024.

DIRECTOR NOMINEES

·
· · Age · DirectorSince · Committees · Qualifications
JASON DEZWIREKChairman of the BoardCECO Environmental Corp	53	1994	Mergers and AcquisitionsNominations and Governance	●Operations●Technology●Management●Strategy
TODD GLEASONChief Executive OfficerCECO Environmental Corp	53	2020	Mergers and Acquisitions	●Financial●Business●Executive Leadership
ROBERT E. KNOWLING, JR.ChairmanEagles Landing Partners	68	2022	Compensation(Chair)Mergers and Acquisitions (Chair)	●Business●Executive Leadership●Merger and Acquisition●Compensation
CLAUDIO A. MANNARINOPresident Sette CS Inc	53	2015	AuditCompensation	●Financial●Strategy●Merger and Acquisition
MUNISH NANDAFormer President, Americas & EuropeWatts Water Technologies, Inc.	59	2018	AuditNominations and Governance	●Operations●Fluid Handling●Energy●Manufacturing
VALERIE GENTILE SACHSFormer Vice President, General Counsel and Corporate SecretaryOM Group, Inc.	68	2016	CompensationNominations and Governance (Chair)	●Legal●Management●Governance●Compliance●Compensation
LAURIE A. SIEGELPresident LAS Advisory Services.	67	2023	Compensation	●Executive Leadership●Compensation●Human Resources
RICHARD F. WALLMANFormer Senior Vice President and Chief Financial Officer Honeywell International, Inc.	72	2021	Audit (Chair)Mergers and Acquisitions	●Financial●Executive Leadership●Management

Board Diversity

INDEPENDENT 7 of 8WOMEN OR MINORITIES 50%
8 33%

BUSINESS PERFORMANCE AND FINANCIAL HIGHLIGHTS

As an engineering and services company focused on helping our customers meet or exceed regulatory or self-appointed environmental targets, we understand that we have a responsibility to reduce our internal environmental footprint. We are also committed to ensuring that we are fostering an engaged workforce and strong processes around controls and transparency.

REVENUE$545M▲ 29% YOY	ORDERS$583M▲ 11% YOY	EARNINGS PER SHARE$0.37▼ 26% YOY ($0.13 YOY)

GOVERNANCE HIGHLIGHTS

BOARD AND GOVERNANCE PRACTICES


Size of the Board. The Company’s Bylaws provide that the Board will be not less than 3 nor more than 9 directors.Majority of Independent Directors. It is the policy of the Board that a majority of the directors will not be current employees of the Company and will otherwise meet appropriate standards of independence.Management Directors. The Board anticipates that the Company’s Chief Executive Officer (“CEO”) will be nominated annually to serve on the Board.Chairman; Lead Independent Director. The Board will appoint a Chairman. All directors, including the CEO, are eligible for appointment as the Chairman.Selection of Nominees to the Board of Directors. The Board, through the Nominations and Governance Committee, is responsible for the selection of nominees for election or appointment to the Board.Board Membership Criteria. Nominees for the Board should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity.	Board Compensation. The Board, through the Compensation Committee, reviews, with the assistance of management (including the CEO), and the Compensation Committee-retained compensation consultant, policies for the directors serving on the Board and its committees.Other Board Memberships. Without prior approval from the Board, no director may serve on more than four public corporation boards (including the Company’s Board). Board Evaluations. The Board shall conduct a self-evaluation at least annually.Attendance. Absent unusual circumstances, each director is expected to attend all meetings of the Board and all meetings of any committee on which such director serves.Independent and Non-Management Directors Discussions. It is the policy of the Board that the independent members of the Board meet separately after each Board meeting to discuss such matters as the independent directors consider appropriate.	Board Presentations and Access to Information. The Board encourages the presentation at meetings by managers who can provide additional insight into matters being discussed and the CEO will occasionally ask high-potential employees to present to the Board to give these individuals exposure to the Board.Director Stock Ownership. To further align the interests of non-management directors and stockholders, each non-management director is required to own shares of the Company’s common stock having a value equal to at least three times the non-management director’s regular annual cash retainer.CEO Stock Ownership. To further align the interests of the CEO and stockholders, the CEO is required to own shares of the Company’s common stock having a value equal to at least five times his or her base salary.Management Succession and Development Planning. The CEO reviews with the Board succession and development plans for senior executive officers. The Board discusses CEO succession planning annually.

COMPENSATION HIGHLIGHTS

1			2
During 2023, 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 our management team (including our named executive officers (“NEOs”)) for achievement of certain pre-established, short-term financial and/or operational goals. For 2023, the performance objectives under our performance-based incentive program consisted of Adjusted EBITDA (50)%, Revenue (25)% and Free Cash Flow (25)%, in each case established by reference to the Company’s annual operating plan.

3			4
Performance-based restricted stock units (“PRSUs”) that were granted in 2023 under our long-term equity incentive program require attainment of relative total shareholder return (“Relative TSR”) goals during the 2023-2025 performance period for a specific percentage of those PRSUs to vest. We also granted time-based restricted stock units (“RSUs”) in 2023 to our NEOs. These RSUs have a four-year vesting period, with 25% vesting annually on each anniversary date.		Our Compensation Committee has engaged an independent executive compensation consultant to provide advice on compensation matters. In 2023, we engaged our independent compensation consultant to conduct a market analysis of the compensation of all our executive officers and the entire Board’s total cash compensation and equity retainer against the general market and our peer group.

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