CECO Environmental (CECE)

Setting Executive Compensation

The Compensation Committee evaluates the performance of the chief executive officer and the other named executive officers and, based on such evaluation, reviews and approves the annual salary, long-term stock-based compensation and other material benefits, direct and indirect, of the chief executive officer and other named executive officers. In determining appropriate base salary levels, consideration is given to the named executive officer’s impact level, scope of responsibility, past accomplishments, and other similar factors. The Compensation Committee also considers salaries of regional peers to ensure that the Company’s base salaries are competitive.

The chief executive officer generally receives a base amount of compensation in the form of consulting fees through Icarus Ontario under a Consulting Agreement, and has not participated in the performance bonus programs in which other named executive officers have participated. In determining the chief executive officer’s base amount of compensation and bonuses, the Compensation Committee considers the status of the chief executive officer as the Company’s most senior officer and the important role he has in establishing our corporate strategy and achieving overall corporate goals. The chief executive officer’s overall compensation therefore reflects this greater degree of policy and decision-making authority, and the higher level of responsibility with respect to our strategic direction and financial and operational results.

Setting Executive Compensation

The Compensation Committee evaluates the performance of the chief executive officer and the other named executive officers and, based on such evaluation, reviews and approves the annual salary, bonus, long-term stock-based compensation and other material benefits, direct and indirect, of the chief executive officer and other named executive officers. In determining appropriate base salary levels, consideration is given to the named executive officer’s impact level, scope of responsibility, past accomplishments, and other similar factors. The Compensation Committee also considers salaries of regional peers to ensure that the Company’s base salaries are competitive.

The chief executive officer generally receives a base amount of compensation in the form of consulting fees through Green Diamond under a Consulting Agreement, and has not participated in the performance bonus programs in which other named executive officers have participated. In determining the chief executive officer’s base amount of compensation and bonuses, the Compensation Committee considers the status of the chief executive officer as the Company’s most senior officer and the important role he has in establishing our corporate strategy and achieving overall corporate goals. The chief executive officer’s overall compensation therefore reflects this greater degree of policy and decision-making authority, and the higher level of responsibility with respect to our strategic direction and financial and operational results.

Setting Executive Compensation

The Company’s Compensation Committee reviews and approves the corporate goals and objectives relevant to the chief executive officer’s compensation annually. The chief executive officer reviews and approves the corporate goals and objectives relevant to the other named executive officers’ compensation, including annual performance objectives and each named executive officer’s base salary annually. In light of these criteria, the Compensation Committee then evaluates the performance of the chief executive officer and the other named executive officers and, based on such evaluation, reviews and approves the annual salary, bonus, stock-based compensation and other material benefits, direct and indirect, of the chief executive officer and other named executive officers. In determining appropriate base salary levels, consideration is given to the named executive officer’s impact level, scope of responsibility, past accomplishments, and other similar factors.

The chief executive officer generally receives a base amount of compensation in the form of consulting fees through Green Diamond, and has not participated in the bonus programs in which other named executive officers have participated. In determining the chief executive officer’s base amount of compensation, the Compensation Committee considered the status of the chief executive officer as the Company’s most senior officer and the important role he has in achieving overall corporate goals. The chief executive officer’s overall compensation therefore reflects this greater degree of policy and decision-making authority, and the higher level of responsibility with respect to our strategic direction and financial and operational results.

The Company has no formal policy regarding stock ownership or retention by the Company’s named executive officers.