Federal Signal (FSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, to elect seven directors, approve executive compensation, and ratify Deloitte & Touche LLP as auditor.

• 2024 saw record financial results: $1.86B net sales (up 8%), $216.3M net income (up 37%), and $3.50 EPS (up 37%).

• Strong cash flow enabled $41M in capital expenditures, $29.3M in dividends, and $6.7M in share repurchases.

• Continued focus on organic growth, strategic acquisitions, and sustainability initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, approving executive compensation (say-on-pay), and ratifying Deloitte & Touche LLP as auditor for 2025.

• Board recommends voting FOR all director nominees, FOR executive compensation, and FOR auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by November 7, 2025.

Board of directors and corporate governance

• Board to be reduced from eight to seven members; six are independent, one is CEO.

• Separate Chair and CEO roles; Lead Independent Director in place.

• All directors attended at least 75% of meetings; annual elections, no staggered board.

• Standing committees: Audit, Compensation and Benefits, Governance and Sustainability—all members independent.

• Director stock ownership guidelines require holding shares valued at five times annual retainer.