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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )



Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12



SP PLUS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

2019

https://cdn.kscope.io/7075bf58695087401576db810507f1bf-spplusproxystmt2_logo1a01.gif

SP PLUS CORPORATION

200 E. Randolph Street, Suite 7700

Chicago Illinois 60601-7702

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



Date:	May 8, 2019
Time:	2:00 p.m., Central time
Place:	Radisson Blu Aqua Hotel, 221 N. Columbus Drive, Chicago, Illinois 60601
Proposals:	1.	To elect six directors, with the following being the Board’s nominees:
		G Marc Baumann
		Karen M. Garrison
		Alice M. Peterson
		Gregory A. Reid
		Wyman T. Roberts
		Douglas R. Waggoner;
	2.	To consider and cast a non-binding advisory vote on a resolution approving 2018 named executive officer compensation; and
	3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019.
Record Date:	March 29, 2019
Voting Methods:	Telephone
	Internet
	Written ballot—Complete and return proxy card in the mail
	In person—Attend and vote at the meeting

Stockholders will also transact any other business properly brought before the meeting. At this time, our Board of Directors knows of no other proposals or matters to be presented.

The Board of Directors recommends a vote "FOR" items 1, 2 and 3. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the meeting.

Only stockholders of record at the close of business on March 29, 2019 will be entitled to notice of, and to vote at, any meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the meeting will be available for inspection at our headquarters for at least 10 days prior to the meeting, and will also be available for inspection at the meeting.



	On behalf of the Board of Directors:

	Robert N. Sacks,
Chicago, April 5, 2019	Executive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholders

Meeting to be Held on May 8, 2019

The Proxy Statement and the 2018 Annual Report to Stockholders are available at http://www.cstproxy.com/spplus/2019

YOUR VOTE IS IMPORTANT!

Please vote as promptly as possible by signing, dating, and returning the enclosed proxy card.

SP PLUS CORPORATION

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

PROXY STATEMENT

2019 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS



GENERAL INFORMATION	1
PROPOSAL NO. 1: ELECTION OF DIRECTORS	7
BOARD MATTERS	7
NOMINEES FOR DIRECTOR	7
NOMINATION PROCESS	10
Identifying Candidates	10
Stockholder Recommendations	10
Criteria for Board Membership	10
OUR CORPORATE GOVERNANCE PRACTICES	11
GENERAL	11
DIRECTOR INDEPENDENCE	11
BOARD LEADERSHIP STRUCTURE	11
COMMITTEE RESPONSIBILITIES	12
BOARD’S ROLE IN RISK OVERSIGHT	12
AUDIT COMMITTEE’S ROLE IN RISK OVERSIGHT	12
MANAGEMENT’S ROLE IN RISK OVERSIGHT	12
RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES	12
ATTENDANCE AT ANNUAL MEETINGS	13
EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS	13
BOARD COMPENSATION	13
STOCK OWNERSHIP REQUIREMENTS	13
CLAWBACK POLICY	13
OUTSIDE ADVISORS	14
CONFLICTS OF INTEREST	14
BOARD EFFECTIVENESS AND DIRECTOR PERFORMANCE REVIEWS	14
SUCCESSION PLANNING	14
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENCE	14
RELATED-PARTY TRANSACTION POLICY	14
CODES OF CONDUCT AND ETHICS	15
INSIDER TRADING RESTRICTIONS	15
HEDGING AND PLEDGING POLICY	15
SWAP POLICIES	15
TRANSPARENCY	15
COMMUNICATING WITH OUR BOARD	15
CORPORATE HOTLINE	16
BOARD COMMITTEES AND MEETINGS	16
THE BOARD	16
COMMITTEES OF THE BOARD	16
Audit Committee	16
Compensation Committee	17
Executive Committee	18
Nominating and Corporate Governance Committee	18



EXECUTIVE OFFICERS	19
COMPENSATION DISCUSSION AND ANALYSIS	21
EXECUTIVE SUMMARY	21
Overview	21
Business Performance and Impact on Pay	21
2018 Business Performance	21
Reasonableness of Compensation	22
SAY-ON-PAY ADVISORY VOTE	22
PRIOR SAY-ON-PAY ADVISORY VOTE	23
ROLE OF THE COMPENSATION COMMITTEE	23
ROLE OF MANAGEMENT	23
COMPENSATION OBJECTIVES	23
COMPENSATION PHILOSOPHY AND COMPETITIVE POSITIONING	24
COMPENSATION PROGRAM COMPONENTS	25
Base Salary	25
Management Incentive Compensation Program	26
Long-Term Incentive Plan	26
Performance Share Program	26
Stock-Based Grants	26
Career Restricted Stock Units	27
Perquisites and Personal Benefits	27
Retirement Benefits and Deferred Compensation Opportunities	27
EMPLOYMENT AGREEMENTS	27
DETERMINATION OF 2018 COMPENSATION	27
General	27
Compensation of Our Chief Executive Officer	28
Compensation of Our Other Named Executive Officers	29
2018 Annual Incentive Compensation Payouts and Performance Analysis	29
2018 Long-Term Incentive Plan Payouts and Performance Analysis	30
2018-2020 Performance Share Unit Cycle	31
EXECUTIVE STOCK OWNERSHIP REQUIREMENTS	32
TAX AND ACCOUNTING CONSIDERATIONS	32
RELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK	32
CLAWBACK POLICY	32
COMPENSATION COMMITTEE REPORT	33
EXECUTIVE COMPENSATION	33
SUMMARY COMPENSATION TABLE	33
GRANTS OF PLAN-BASED AWARDS FOR 2018	34
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2018	36
STOCK VESTED DURING 2018	37
EQUITY AWARD MODIFICATIONS AND RE-PRICINGS	37
NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS	38
CEO PAY RATIO	38
EMPLOYMENT AGREEMENTS	38
Mr. Baumann	38
Messrs. Johnston, Klaisle, Ricchiuto and Toy	39
PAYMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	40
Potential Payments to Mr. Baumann	40
Potential Payments to Other Named Executive Officers	41



NON-EMPLOYEE DIRECTOR COMPENSATION	45
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE	46
NON-EMPLOYEE DIRECTOR FEES EARNED OR PAID IN CASH	46
NON-EMPLOYEE DIRECTOR STOCK GRANTS	46
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP REQUIREMENTS	46
EQUITY COMPENSATION PLAN INFORMATION	47
TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS	47
SECURITY OWNERSHIP	48
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS	48
CHANGE IN CONTROL	49
BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF COMMON STOCK	49
PROPOSAL NO. 2: ADVISORY VOTE ON THE 2018 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	50
PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52
AUDIT COMMITTEE DISCLOSURE	52
GENERAL	52
PRINCIPAL ACCOUNTING FEES AND SERVICES	52
PROCEDURES FOR AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53
AUDIT COMMITTEE REPORT	54
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	55
INCORPORATION BY REFERENCE	55
Appendix A-SP PLUS CORPORATION RECONCILIATIONS	A-1

iii

GENERAL INFORMATION

We are one of the leading providers of parking management, ground transportation and shuttle, baggage services and other ancillary services to commercial, hospitality, institutional, municipal and governmental, and aviation clients across the United States, Canada and Puerto Rico. These services include on-site parking management, valet parking, ground transportation and shuttle services, facility maintenance, event logistics, baggage handling, remote airline check-in, security services, municipal meter revenue collection and enforcement services, and consulting services. We schedule and supervise service personnel as well as provide customer service, marketing, accounting and revenue control functions necessary to provide such services. As of December 31, 2018, we had approximately 23,500 employees and operated in hundreds of cities across North America. We are one of the premier valet operators in the nation with more four and five diamond luxury properties, including hotels and resorts, than any other valet competitor. Our ground transportation group transports approximately 37 million passengers each year; our facility maintenance group operates in dozens of U.S. cities; and our event/large venue group provides a wide range of event logistics services.

A copy of our 2018 Annual Report to Stockholders, which includes our Form 10-K for the year ended December 31, 2018, accompanies this Proxy Statement and has been posted on the Internet with this Proxy Statement.

Our main website address is www.spplus.com. We make available free of charge on the Investor Relations section of our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). We also make available through our website other reports filed with or furnished to the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Governance Guidelines for the Board of Directors, Code of Business Conduct, Code of Ethics for Certain Executives, Related-Party Transaction Policy, Whistleblower Policy, Anti-Fraud Program, Insider Trading Policy and the charters of each of the Board’s committees. We do not intend for information made available through our website to be part of this Proxy Statement.

The SEC maintains an Internet site that contains reports, proxy statements and other information regarding issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

We use the terms “SP Plus,” “our company,” “we,” “our” and “us” in this Proxy Statement to refer to SP Plus Corporation and its consolidated subsidiaries unless the context otherwise requires.

Why am I receiving these materials?

Our Board of Directors (the “Board”) is soliciting your proxy for use at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 8, 2019. Under rules adopted by the SEC, we are now furnishing proxy materials on the Internet at http://www.cstproxy.com/spplus/2019 in addition to mailing paper copies of the materials. These proxy materials are first being made available via the Internet on or about April 5, 2019, to holders of our common stock of record at the close of business on March 29, 2019 (the “Record Date”).

When is the Annual Meeting?

We will hold the Annual Meeting on May 8, 2019 at 2:00 p.m., Central time, subject to any adjournments or postponements.

Where will the Annual Meeting be held?

The Annual Meeting will be held at Radisson Blu Aqua Hotel, 221 N. Columbus Drive, Chicago, Illinois 60601.

What is included in these materials?

These materials include:


•	This Proxy Statement for the Annual Meeting;


•	A copy of our Annual Report to Stockholders, which includes our Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 21, 2019 (the “Annual Report”); and


•	A proxy card and voting instruction form for the Annual Meeting.

Stockholders may obtain a copy of the exhibits to our Form 10-K by making a written request to our Investor Relations Team at SP Plus Corporation, Investor Relations, 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, or by email at investor_relations@spplus.com.

Where can I find the 2018 audited financial statements for SP Plus?

The audited financial statements for our year ended December 31, 2018 are included in our Annual Report, which is available at www.cstproxy.com/spplus/2019 together with this Proxy Statement. You may also access these materials through our main website at www.spplus.com.

What items will be voted on at the Annual Meeting?

Stockholders will vote on three items at the Annual Meeting:


•	to elect as directors to our Board the six nominees named in this Proxy Statement (Proposal No. 1);


•	to consider and cast a non-binding advisory vote on a resolution approving 2018 named executive officer compensation (Proposal No. 2); and


•	to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019 (Proposal No. 3).

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:


•	“FOR” each of the nominees to the Board (Proposal No. 1);


•	“FOR” casting a non-binding advisory vote on a resolution approving our 2018 named executive officer compensation (Proposal No. 2); and


•	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019 (Proposal No. 3).

What happens if a director nominee is unable to stand for election?

If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.

Where are our principal executive offices located and what is our main telephone number?

Our headquarters are located at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. Our telephone number in Chicago is 312-274-2000. You may contact our Investor Relations Team at this address or by email at investor_relations@spplus.com.

What is our company’s fiscal year?

Our fiscal year is the calendar year beginning on January 1 and ending on December 31.

Who may vote at the Annual Meeting?

Each share of our common stock has one vote on each matter. Only stockholders of record as of the close of business on March 29, 2019 are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were approximately 22,853,588 shares of our common stock outstanding.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares of our common stock.

Beneficial Owner of Shares Held in Street Name. If shares of our common stock are held by a broker, bank or other institution, serving as nominee, on your behalf, you are considered the beneficial owner of those shares (sometimes referred to as being held in “street name”). If you are a beneficial owner but not a stockholder of record, your broker or other nominee that is considered the stockholder of record of those shares is making these proxy materials available to you with a request for your voting instructions. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares using the voting methods that the broker or other nominee offers as options.

If I am a stockholder of record of the company’s shares, how do I vote?

Our stockholders may vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:


•	By Telephone: by calling the toll-free telephone number (866) 894-0537;


•	By Internet: by visiting www.cstproxyvote.com and following the on-screen instructions; or


•	By Mail: by marking, signing and dating your proxy card and returning it to us in the envelope provided.

In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive the mailed proxy card prior to the start of the Annual Meeting. Additionally, telephone and Internet voting for stockholders will close at 11:59 p.m., Eastern Time, on May 7, 2019.

If you vote by proxy, the proxy will instruct the persons named in the proxy to vote your shares of our common stock at the Annual Meeting as you direct in the proxy. However, if you submit a proxy that does not indicate how you wish to vote with respect to the proposals, your shares will be voted as our Board recommends with respect to those proposals and in the proxy’s discretion with respect to any other matter that may properly be considered at the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:


•	Are entitled to vote and you are present at the Annual Meeting; or


•	Have properly voted on the Internet, by telephone or by submitting a proxy card form by mail.

If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. For purposes of determining a quorum, abstentions and broker non-votes are counted as represented.

How are proxies voted?

All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:


•	Indicated when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or


•	Sign and return a proxy card without giving specific voting instructions;

then the persons named as proxy holders, Robert N. Sacks and Jerome L. Pate, and each of them, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019 (Proposal No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3.

The election of directors (Proposal No. 1) and the non-binding advisory resolution approving our executive compensation (Proposal No. 2) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals No. 1 and No. 2.

What is the voting requirement to approve each of the proposals?

With respect to the election of directors (Proposal No. 1), our bylaws currently provide for a plurality voting standard. Accordingly, under the plurality voting standard, the six nominees receiving the highest number of affirmative votes will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote will be required to approve, by non-binding vote, executive compensation (Proposal No. 2). Although the advisory vote on Proposal No. 2 is non-binding, as provided by law, our Board will review the voting results and, consistent with our record of stockholder engagement, will take them into account in making a determination concerning executive compensation.

The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote will be required to ratify the appointment of our independent registered public accounting firm (Proposal No. 3).

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal. With respect to the election of directors (Proposal No. 1), under plurality voting, broker non-votes and abstentions would have no effect on determining the nominees elected. However, under majority voting (Proposal No. 2 and No. 3), abstentions have the same effect as votes cast AGAINST such matter. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will be considered as present and entitled to vote, but will have no effect on the vote with respect to that matter.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by

delivering to our General Counsel at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, a written notice of revocation prior to the Annual Meeting.

As a stockholder do I have dissenters’ or appraisal rights if I object to any of the proposals?

No. Our stockholders do not have rights of appraisal or similar rights of dissenters with respect to any of the proposals.

Who will serve as the inspector of election?

Continental Stock Transfer and Trust, our transfer agent, has agreed to send a representative to act as our Inspector of Election at the Annual Meeting and to assist us in tabulating the votes.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except:


•	As necessary to meet applicable legal requirements;


•	To allow for the tabulation and certification of votes; and


•	To facilitate a successful proxy solicitation.

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our management and the Board.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in our Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.

Who is paying for the cost of this proxy solicitation?

We are paying the costs of the solicitation of proxies. We have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the Annual Meeting and will pay Morrow & Co., LLC an estimated fee of $6,000, plus reimbursement of out-of-pocket expenses. The address of Morrow & Co., LLC is 470 West Avenue, Stamford, Connecticut 06902.

We must also pay brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares held in street name certain fees associated with:


•	Forwarding the Notice to beneficial owners;


•	Forwarding printed proxy materials by mail to beneficial owners who specifically request them; and


•	Obtaining beneficial owners’ voting instructions.

In addition to soliciting proxies by mail, certain of our directors, officers and regular employees, without any additional compensation, may solicit proxies on our behalf.

How can I attend the Annual Meeting?

Only stockholders as of the Record Date are entitled to attend the Annual Meeting. Admission will be on a first-come, first-served basis. You must present valid identification containing a photograph, such as a driver’s license or passport. If you are the stockholder of record, your name will be verified against a list of stockholders of record on the record date prior to being admitted to the Annual Meeting.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the next annual meeting of stockholders?

Requirements for Stockholder Proposals to Be Considered for Inclusion in our 2020 Proxy Materials. Stockholder proposals to be considered for inclusion in the form of proxy relating to the 2020 annual meeting of stockholders must be received no later than December 7, 2019. In addition, all proposals will need to comply with Rule 14a-8 under the Exchange Act, which lists requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to our company’s General Counsel by mail at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702.

Requirements for Stockholder Proposals to Be Brought Before the Next Annual Meeting of Stockholders and Director Nominations. Notice of any proposal that a stockholder intends to present at the 2020 annual meeting of stockholders, but does not intend to have included in the proxy statement and form of proxy relating to the 2020 annual meeting of stockholders, as well as any director nominations, must be delivered to our company’s General Counsel by mail at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, not earlier than the close of business on November 7, 2019 and not later than the close of business on December 7, 2019. In addition, the notice must set forth the information required by our bylaws with respect to each director nomination or other proposal that the stockholder intends to present at our 2020 annual meeting.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The first proposal to be voted on at the Annual Meeting is the election of six directors. Our Board currently consists of six members who are elected annually. The Board set the number of directors to be elected at our 2019 Annual Meeting at six. The Nominating and Corporate Governance Committee recommended, and on our Board nominated, G Marc Baumann, Karen M. Garrison, Alice M. Peterson, Gregory A. Reid, Wyman T. Roberts, and Douglas R. Waggoner to serve as our directors. If elected, all nominees will serve a one-year term until our next annual meeting. You may cast your vote in favor of electing the nominees as directors or withhold your vote on one or more nominees.

OUR BOARD RECOMMENDS A VOTE “FOR”

EACH OF THE BOARD’S SIX NOMINEES.

If any nominee is unwilling or unable to serve as a director, then the Board will propose another person in place of that original nominee, and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the number of directors constituting the full Board. It is currently anticipated that all of the nominees will be willing and able to serve as directors.

BOARD MATTERS

Nominees for Director

At the Annual Meeting, our stockholders will be asked to consider six nominees for election to our Board of Directors. Each nominee elected as a director will serve for a one-year term until the 2020 annual meeting of stockholders, his or her successor has been duly elected and qualified, or his or her resignation, retirement, disqualification or removal.

In evaluating these director nominees, the Nominating and Corporate Governance Committee has assessed the contribution that the nominee’s skills and expertise will make with respect to guiding and overseeing our strategy and operations. Each of these nominees has a deep understanding of our business and the time, good judgment and integrity to effectively carry out their responsibilities as a director. In addition, each nominee brings decades of leadership experience and an understanding of finance to our company.

The biographies of our six director nominees are set forth below.



G Marc Baumann Age: 63	Mr. Baumann has served as our President since March 2014 and as Chief Executive Officer and a director since January 1, 2015. Mr. Baumann served as our Chief Operating Officer from March 2014 through December 2014, Chief Financial Officer and Treasurer from October 2000 to March 2014, President of Urban Operations from October 2012 to March 2014, and Executive Vice President from October 2000 to October 2012. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. Baumann’s experience in the parking management industry is a particularly important attribute for a director of our company. Mr. Baumann holds a B.S. degree from Northwestern University and an M.B.A. degree from the Kellogg School of Management at Northwestern University.



Karen M. Garrison Age: 70 Chairman of the Board Board Committees: Compensation, Executive (Chair), Nominating and Corporate Governance (Chair)	Ms. Garrison has served as a director since June 2004 and as our Chairman of the Board since January 1, 2017. She served as our Lead Independent Director from August 2015 through December 2016. She was president of Pitney Bowes Business Services from 1999 to 2004. In her 27 years with Pitney Bowes and its subsidiary, the Dictaphone Corporation, Ms. Garrison held a series of positions with increasing responsibilities, including vice president of operations, and vice president of finance and chief financial officer. She is also lead independent director, chair of the corporate governance committee and a member of the finance committee of The Kaman Corporation. Until May 2018, she was a director of Tenet Healthcare Corporation and a member of Tenet’s nominating and corporate governance committee and its audit committee. Ms. Garrison is also chair of the board of advisors of the Unger Enterprises, Inc. and a member of its finance committee. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Ms. Garrison’s experience in the service industry is a particularly important attribute for a director of our company. Ms. Garrison holds a B.S. degree in accounting from Rollins College and an M.B.A. degree from the Florida Institute of Technology.
Alice M. Peterson Age: 66 Board Committees: Audit (Chair), Executive	Ms. Peterson has served as a director since March 2018. She is currently President of Loretto Group, a consultancy focused on sustainably profitable business growth. From 2012 through 2015, she served as Chief Operating Officer of PPL Group and Big Shoulders Capital, both private equity firms with common ownership. Ms. Peterson served as a director of RIM Finance, LLC, a wholly owned subsidiary of Research in Motion, Ltd., the maker of the Blackberry™ handheld device, from 2000 to 2013. From 2009 to 2010, Ms. Peterson served as the Chief Ethics Officer of SAI Global, a provider of compliance and ethics services, and was a special advisor to SAI Global until 2012. Ms. Peterson served as a director of Patina Solutions, which provides professionals on a flexible basis to help companies achieve their business objectives from 2012 to 2013. Ms. Peterson founded and served as the president of Syrus Global, a provider of ethics, compliance, and reputation management solutions from 2002 to 2009, when it was acquired by SAI Global. From 2000 to 2001, Ms. Peterson served as President and General Manager of RIM Finance, LLC. From 1998 to 2000, Ms. Peterson served as Vice President of Sears Online and from 1993 to 1998, as Vice President and Treasurer of Sears, Roebuck and Co. Ms. Peterson has served as a director of the general partner of Williams Partners L.P. and its predecessor (a diversified master limited partnership focused on natural gas transportation; gathering, treating and processing; storage; natural gas liquid fractionation; and oil transportation) from 2005 to the present and serves as the chairman of its audit committee and is a member of the conflicts committee. Ms. Peterson previously served as a director of Navistar Financial Corporation, a wholly owned subsidiary of Navistar International (a manufacturer of commercial and military trucks, diesel engines and parts), Hanesbrands Inc. (an apparel company), TBC Corporation (a marketer of private branded replacement tires), and Fleming Companies (a supplier of consumer package goods). In addition to the qualifications described in the introductory paragraph, our Board believes that Ms. Peterson’s financial and accounting, corporate governance, securities and capital markets, executive leadership, strategy development and risk management, and operating experience are particularly important attributes for a director of our company. Ms. Peterson holds a B.A. degree from the University of Louisville and an M.B.A. in Finance from Vanderbilt University.



Gregory A. Reid Age: 66 Board Committees: Audit, Compensation	Mr. Reid has served as president of BoomDeYada, LLC, a brand development consultancy group, since October 2011. Prior to founding BoomDeYada, Mr. Reid held various marketing and sales positions at YRC Worldwide, Inc., a transportation and global logistics company, since January 1997, most recently as executive vice president and chief marketing officer from January 2007 to December 2011. In addition to the qualifications described in the introductory paragraph, our Board believes that Mr. Reid’s strategic planning and marketing experience and leadership in the transportation and logistics industry are particularly important attributes for a director of our company. Mr. Reid holds a Bachelor of Business Administration degree in Marketing from the University of Cincinnati.
Wyman T. Roberts Age: 59 Board Committees: Compensation (Chair), Executive, Nominating and Corporate Governance	Mr. Roberts has served as a director since April 2015. He currently serves as president and chief executive officer of Brinker International, Inc., a position he has held since January 2013. Mr. Roberts also serves as a director of Brinker, a position he has held since February 2013. Mr. Roberts also served as president of Chili’s Grill & Bar from November 2009 to June 2016. He served as senior vice president of Brinker and Maggiano’s Little Italy president from August 2005 to November 2009, and also served as Brinker’s, Maggiano’s and Chili’s chief marketing officer from March 2009 to November 2009. He served as executive vice president and chief marketing officer for NBC’s Universal Parks & Resorts from December 2000 until August 2005. From 1984 to December 2000, Mr. Roberts was employed by Darden Restaurants, Inc., where he most recently served as executive vice president, marketing. He is a member of the Brigham Young University School of Management Advisory Council. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. Roberts’ understanding of technology-based marketing and experience managing a large workforce are particularly important attributes for a director of our company. Mr. Roberts has a Bachelor’s degree in Finance and an M.B.A. from Brigham Young University.
Douglas R. Waggoner Age: 60 Board Committees: Audit and Nominating and Corporate Governance	Mr. Waggoner has served as a director since April 2015. He has served as chief executive officer of Echo Global Logistics, Inc., a provider of a wide range of transportation and logistics services, since December 2006; he has been a board member of that company since February 2008, and he was named its chairman of the board in June 2015. Prior to joining Echo, Mr. Waggoner founded SelecTrans, LLC, a freight management software provider based in Chicago, Illinois. From April 2004 to December 2005, Mr. Waggoner served as chief executive officer of USF Bestway, and from January 2002 to April 2004 he served as senior vice president of strategic marketing for USF Corporation. Mr. Waggoner served as president and chief operating officer of Daylight Transport from April 1999 to January 2002, executive vice president from October 1998 to April 1999, and chief information officer from January 1998 to October 1998. From 1986 to 1998, Mr. Waggoner held a variety of positions in sales, operations, marketing and engineering at Yellow Transportation before becoming vice president of customer service. He also serves as chairman of the Supply Chain Innovation Network of Chicago, a non-profit organization that connects supply chain practitioners in the private sector with political and governmental leaders to address items associated with supply chain infrastructure and workforce issues. In addition to the qualifications described in the introductory paragraph of this section, our Board believes that Mr. Waggoner’s software development experience and leadership in the transportation and logistics industry are particularly important attributes for a director of our company. Mr. Waggoner holds a Bachelor’s degree in Economics from San Diego State University.

When the accompanying proxy is properly executed and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted in favor of the election of the six nominees identified above. We expect each nominee to be able to serve if elected, but if any nominee notifies us before the Annual Meeting that he or she is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the directors, may be voted (i) for a substitute nominee or nominees, or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.

Nomination Process

Identifying Candidates

In evaluating candidates for Board membership, the Nominating and Corporate Governance Committee has assessed the contribution that the candidate’s skills and expertise will make with respect to guiding and overseeing our strategy and operations. This committee seeks candidates who have the ability to develop a deep understanding of our business and the time and the judgment to effectively carry out their responsibilities as a member of our Board.

The Nominating and Corporate Governance Committee charter provides that this committee should consider candidates for our Board who are gender and age diverse and also possess a diversity of professional experience, education and other individual qualities and attributes in an effort to contribute to Board heterogeneity.

All of the nominees are current SP Plus directors. When our Board has a director opening, the Nominating and Corporate Governance Committee may retain an executive search firm to assist the Board with identifying and evaluating director candidates. The primary functions served by the executive search firm include identifying potential candidates who meet the key attributes, experience and skills described under “Criteria for Board Membership” below, as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Nominating and Corporate Governance Committee. Numerous candidates are considered as a result of these searches.

Stockholder Recommendations

If you would like to recommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinent information of the nominee to: Karen M. Garrison, Chair of the Nominating and Corporate Governance Committee, c/o SP Plus Corporation, 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, Attention: General Counsel and Secretary.

Criteria for Board Membership

The Nominating and Corporate Governance Committee has established certain minimum qualification criteria for our director nominees, including:


•	The highest personal and professional ethics, integrity, and honesty, and a commitment to acting in the best interest of the stockholders;


•	An inquisitive and objective perspective and mature judgment;


•	Sufficient time available to fulfill all Board and committee responsibilities;


•	Diverse experience at policy-making levels in business, government, education and technology, and in areas that are relevant to our activities; and


•	Experience in positions with a high degree of responsibility and leadership roles in the companies or institutions with which they are affiliated.

OUR CORPORATE GOVERNANCE PRACTICES

General

Our business is managed by our employees under the direction and oversight of our Board. Except for Mr. Baumann, none of our directors is currently an employee of our company. We keep Board members informed of our business through discussions with management, materials we provide to them, visits to our offices, and their participation in Board and Board committee meetings.

Our Board has adopted Governance Guidelines for the Board of Directors (“Governance Guidelines”) that, along with the charters of the principal Board committees and our Code of Business Conduct and Code of Ethics for Certain Executives, provide the framework for the governance of our company. A complete copy of our Governance Guidelines, the charters of our principal Board committees, our Code of Business Conduct, Code of Ethics and other corporate governance documents may be found on our Investor Relations page at www.spplus.com. Information contained on our website is not part of this Proxy Statement. Our Nominating and Corporate Governance Committee regularly reviews corporate governance developments and modifies these policies as warranted.

We believe that open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, our Governance Guidelines and certain other of our governance practices are summarized below.

Director Independence

The rules of the NASDAQ Stock Market LLC (“NASDAQ”) require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.” On an annual basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under NASDAQ listing standards and our Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and NASDAQ independence requirements. Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.

Our Board has determined that each of the following director nominees is independent under the applicable NASDAQ listing rules and under our Governance Guidelines: Karen M. Garrison, Alice M. Peterson, Gregory A. Reid, Wyman T. Roberts and Douglas R. Waggoner. Our Board has determined that Mr. Baumann is not considered independent because he is our President and Chief Executive Officer.

The Board limits membership on the Audit Committee, the Compensation Committee, Executive Committee, and the Nominating and Corporate Governance Committee to independent directors, and all directors serving on these committees have been determined to be independent. Our Governance Guidelines require any director who has previously been determined to be independent to inform the Chairman and our Corporate Secretary of any change in his or her principal occupation or status as a member of the Board of any other public company, or any change in circumstance that may cause his or her status as an independent director to change.

Board Leadership Structure

In accordance with our bylaws, our Board elects our Chairman and our Chief Executive Officer, or CEO. Our Governance Guidelines do not require that the roles of Chairman and CEO be held by separate individuals, giving the Board flexibility to make a determination when it elects a new Chairman or CEO. Ms. Garrison currently serves as our Chairman and Mr. Baumann currently serves as our CEO. The Board believes that the separation of the offices of the Chairman and CEO is appropriate at present as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities.

Committee Responsibilities

Board committees help our Board run effectively and efficiently, but do not replace the oversight of our Board as a whole. There are currently four principal Board committees: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Corporate Governance Committee. The Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance meet regularly; the Executive Committee meets on an as-needed basis. Each committee has a written charter that has been approved by our Board. In addition, at each regularly scheduled Board meeting, a member of each committee reports on any significant matters addressed by the committee since the last Board meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.

Board’s Role in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic, financial, legal and regulatory, operational, and other risks, such as the impact of competition and climate change. Management is responsible for the day-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed.

Audit Committee’s Role in Risk Oversight

While the Board is ultimately responsible for risk oversight, the Board has delegated to the Audit Committee the primary responsibility for the oversight of risks facing our business. The Audit Committee’s charter provides that it will discuss our major risk exposures, including financial, operational, privacy, security, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures. The Audit Committee reviews with our Vice President of Internal Audit significant legal, compliance, and regulatory matters that could have a material impact on our financial statements or our business, including material notices to, or inquiries received from, governmental agencies.

In addition to the general oversight responsibility that has been delegated to the Audit Committee, other committees review the risks within their areas of responsibility and expertise. For example, the Compensation Committee reviews the risks associated with our compensation policies and practices and our succession planning process, and the Nominating and Corporate Governance Committee reviews the risks associated with our overall corporate governance.

Management’s Role in Risk Oversight

Our Vice President of Internal Audit, or VIA, is responsible for our internal audit function and our risk governance framework, which includes risk assessment, monitoring, and reporting. The VIA reports directly to the Audit Committee. The VIA facilitates the Audit Committee’s review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the VIA periodically assesses the major risks facing our company and coordinates with the executives responsible for such risks through the risk governance process. The VIA periodically reviews with the Audit Committee the major risks facing our company and the steps management has taken to detect, monitor, and manage those risks within the agreed risk tolerance. The executive responsible for managing a particular risk may also report to the Audit Committee on how the risk is being managed and progress towards agreed mitigation goals.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company. This analysis was presented to the Audit Committee and the Compensation Committee, both of which agreed with this conclusion.

Attendance at Annual Meetings

All directors are expected to attend our annual meeting of stockholders unless a Board meeting is not scheduled immediately following the annual meeting of stockholders. Our last annual meeting of stockholders was held on May 8, 2018, and all director nominees who were serving on our Board as of that date attended this annual meeting except for Mr. Reid.

Executive Sessions of Independent Directors

As part of each regularly scheduled Board meeting, the outside directors have the opportunity to meet without our management or the other directors. The Chairman leads these sessions.

Board Compensation

Board compensation is determined by the Compensation Committee, and it consists of a mixture of equity compensation and cash compensation. The Compensation Committee reviews Board compensation annually. A more detailed description of current Board compensation can be found under the heading “Director Compensation” below.

Stock Ownership Requirements

Effective January 2007, in connection with the implementation of the new performance restricted stock plan for our senior executive officers, our Board adopted stock ownership requirements to align the interest of its key executives with the interest of our stockholders. Subject to limited exceptions, these requirements required our key executives to maintain ownership of at least sixty percent (60%) of the “net” shares they acquire from the exercise of stock options or the vesting of restricted stock or restricted stock units granted under our Long-Term Incentive Plan after January 2007. “Net” shares are deemed to be those shares that remain after any acquired shares are sold or netted to pay (if applicable) any associated withholding taxes. These ownership requirements were in place throughout 2018, and at December 31, 2018, all of our NEOs were in compliance with these executive stock ownership requirements.

On March 6, 2019, our Board adopted new, more robust executive stock ownership requirements. Our CEO is now required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to three times his base salary. Our other NEOs and senior executive officers are required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to two times his or her base salary. The NEOs are expected to achieve these ownership requirements by March 6, 2022, the third anniversary of the date the new ownership requirements were adopted.

On March 6, 2019, our Board also adopted new, more robust non-employee director stock ownership requirements. Our non-employee directors are now required to hold common stock equal to three times their annual cash retainer, which was $60,000 in 2018. Assuming that these ownership requirements were in place retroactively during 2018, directors would be required to hold stock valued at $180,000 based on the average daily share price over the last 30 business days of our fiscal year, which was approximately $29.28. Each non-employee director has three years from their date of appointment to the Board to achieve compliance with these stock ownership requirements. See “Non-Employee Director Compensation-Non-Employee Director Stock Ownership Requirements” for additional information.

Clawback Policy

We believe that it is in the best interests of our company and our stockholders to maintain a culture that emphasizes integrity and accountability, including as to financial reporting matters. Accordingly, on March 6, 2019, our Board adopted a clawback policy. This policy provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This policy will be administered by the Compensation Committee, and it applies to Incentive Compensation paid, granted or otherwise awarded to our current and former executive officers. “Incentive Compensation” means annual bonuses and other short- and long-term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards, but does not include restricted stock or similar awards subject to only time-based vesting.

Outside Advisors

Our Board and each of its principal committees may retain outside advisors and consultants of their choosing at our company’s expense. Our Board need not obtain management’s consent to retain outside advisors. In addition, the principal committees need not obtain either our Board’s or management’s consent to retain outside advisors.

Conflicts of Interest

We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, executive, and employee. Our Governance Guidelines prohibit directors from serving on the board, or in a senior executive role, of another company that would create a significant conflict of interest. In order to better protect our stockholders and us, we regularly review our Governance Guidelines, Code of Business Conduct, Code of Ethics and other corporate governance policies to ensure that they provide clear guidance to our directors, executives, and employees. In addition, on an annual basis, each director and executive officer is obligated to complete a questionnaire that requires disclosure of any transaction with us in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

Board Effectiveness and Director Performance Reviews

It is important that the Board and its committees are performing effectively and in the best interests of our company and our stockholders. The Board typically performs an annual self-assessment, led by the Chairman, to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chairman then follows up on this feedback and takes such further action as he or she deems appropriate.

Succession Planning

Our Board recognizes the importance of effective executive leadership to our success, and we review succession plans for our senior leadership positions at least annually. As part of this process, our Board reviews and discusses the capabilities of our senior leadership, as well as succession planning and potential successors for members of our executive staff, including the CEO. In conducting this review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations. The Board has also developed a set of guiding principles relating to Board membership, including the addition of directors with highly relevant professional experience.

Independent Registered Public Accounting Firm Independence

We have taken a number of steps to ensure continued independence of our outside independent registered public accounting firm. Our independent registered public accounting firm reports directly to the Audit Committee, and we limit the use of our independent registered public accounting firm for non-audit services. The fees for services provided by our independent registered public accounting firm in 2018 and 2017 and our policy on pre-approval of non-audit services are described under “Audit Committee Disclosure” below.

Related-Party Transaction Policy

As part of its oversight responsibilities, the charter of our Audit Committee requires that the Audit Committee review all related-party transactions for potential conflicts of interest. In addition, our Board has adopted a formal policy for related-party transactions that requires the Audit Committee to review all transactions between our company and our executive officers, directors, nominees, principal stockholders and other related persons for potential conflicts involving amounts in excess of $5,000. This policy is available on the Investor Relations portion of our website.

Codes of Conduct and Ethics

We have adopted a code of ethics as part of our compliance program. The code of ethics applies to our Chief Executive Officer, Chief Financial Officer and Corporate Controller. In addition, we have adopted a code of business conduct that applies to all of our officers and employees. Any amendments to, or waivers from, our code of ethics for any executive officer will be posted on our website www.spplus.com. These codes are available on the Investor Relations portion of our website and copies will be provided to you without charge upon request to investor_relations@spplus.com.

Insider Trading Restrictions

Our insider trading policy prohibits directors, employees and certain of their family members from purchasing or selling any type of security whether issued by us or another company, while such person is aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. Trades in our securities by directors and executive officers are prohibited during certain prescribed blackout periods and are required to be pre-cleared by appropriate company personnel.

Hedging and Pledging Policy

Our insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and executive officers from pledging SP Plus common stock as collateral for any loans.

Swap Policies

Our swap policy provides that we shall only enter into derivative instruments for the purpose of cash flow hedging through interest rate swap transactions, and we shall not enter into interest rate swaps for speculative purposes. This policy provides that we may rely on the so-called “end-user exception” created by Commodity Futures Trading Commission (“CFTC”) and enter into uncleared swaps as opposed to cleared swaps. We recognize that there are certain risks associated with interest rate swap transactions that we will consider prior to entering into each transaction. Finally, we make every reasonable effort to comply with regulatory requirements imposed at the state and federal level, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related CFTC regulations that define business conduct among participants in swap transactions.

Transparency

We believe it is important that stockholders understand our governance practices. In order to help ensure the transparency of our practices, we have posted information regarding our corporate governance policies and practices on our Investor Relations page at www.spplus.com.

Communicating with our Board

Our Board welcomes your questions and comments. If you would like to communicate directly with our Board, or our independent directors as a group, then you may submit your communication to our General Counsel and Secretary, SP Plus Corporation, 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. All appropriate communications and concerns will be forwarded to our Chairman or our independent directors as a group, as applicable.

Corporate Hotline

We have established a corporate hotline and an internal web-based reporting application to allow any employee to confidentially and anonymously lodge a complaint about any accounting, environmental, internal control, auditing, or (where legally permissible) other matters of concern. A copy of our whistleblower policy is set forth on the Investor Relations section of our website.

BOARD COMMITTEES AND MEETINGS

The Board

Our Board expects that its members will diligently prepare for, attend and participate in all Board and applicable committee meetings. Directors are also expected to become familiar with our management team and operations as a basis for discharging their oversight responsibilities. During 2018 our Board held nine meetings. Directors who served during 2018 attended 100% of our Board meetings held during their tenure.

Committees of the Board

In 2018 our Board had four standing committees to facilitate and assist our Board in the execution of its responsibilities: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Corporate Governance Committee. Each of these committees operates pursuant to a written charter, which is available in the Corporate Governance section of our website, accessible through our Investor Relations page at www.spplus.com.

Audit Committee

The Audit Committee has three members: Alice M. Peterson, who serves as Chair, Gregory A. Reid, and Douglas R. Waggoner. Our Board has determined that each of its members meets NASDAQ’s financial literacy and independence requirements, and that Ms. Peterson and Mr. Waggoner each qualify as an “audit committee financial expert” for purposes of the rules and regulations of the SEC. We limit the number of public-company audit committees on which any Audit Committee member may serve to three. Our Board will continue to monitor and assess the audit committee memberships of our Audit Committee members on a regular basis.

The Audit Committee’s primary duties and responsibilities are to:

•

meet with our independent registered public accounting firm to review the results of the annual audit and to discuss our financial statements, including the independent registered public accounting firm’s judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in our financial statements, our internal control over financial reporting, and management’s report with respect to internal control over financial reporting;


•	meet with our independent registered public accounting firm to review the interim financial statements prior to the filing of our Quarterly Reports on Form 10-Q;


•	recommend to our Board the independent registered public accounting firm to be retained by us;


•	oversee the independence of the independent registered public accounting firm;


•	evaluate the independent registered public accounting firm’s performance;


•	review and approve the services of the independent registered public accounting firm;


•	receive and consider the independent registered public accounting firm’s comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and legal and ethical compliance programs;


•	approve the Audit Committee Report for inclusion in our proxy statement;


•	approve audit and non-audit services provided to us by our independent registered public accounting firm;


•	consider conflicts of interest and review all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds;


•	meet with our General Counsel to discuss legal matters that may have a material impact on our financial statements or our compliance policies and with other members of management to discuss other areas of risk to our company; and


•	review and approve our policies and decisions about using and entering into swaps.

A complete description of the Audit Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.

The Audit Committee held six meetings in 2018. Directors who served on the Audit Committee during 2018 attended 100% of the meetings held during their tenure.

Compensation Committee

The Compensation Committee consists of three directors: Karen M. Garrison, Gregory A. Reid, and Wyman T. Roberts, who serves as Chair. Our Board has determined that all members of this committee are independent. The Compensation Committee’s primary duties and responsibilities are to:


•	review and discuss with management the Compensation Discussion and Analysis section of the proxy statement;


•	assist in defining a total compensation policy for our executives that supports our overall business strategy and objectives, attracts and retains key executives, links total compensation with business objectives and organizational performance, and provides competitive total compensation opportunities at a reasonable cost;


•	act on behalf of our Board in setting executive compensation policy, administer compensation plans approved by our Board and stockholders, and make decisions or develop recommendations for our Board with respect to the compensation of key executives;


•	review and determine the annual base salary levels, annual incentive opportunity levels, long-term incentive opportunity levels, executive perquisites, employment agreements, change in control and severance provisions/agreements, benefits, and supplemental benefits of the named executive officers;

•

review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine the Chief Executive Officer’s compensation level based on this evaluation; evaluate the Chief Executive Officer’s and other key executives’ compensation levels and payouts against pre-established performance goals and objectives, an appropriate peer group, and the awards given to the Chief Executive Officer or other executives in past years;


•	review compensation policies and practices applicable to all employees as they relate to risk management and determine whether the risks arising from these compensation policies and practices are reasonably likely to have a material adverse effect;


•	approve all compensation consultant engagement fees and terms, including engagements with compensation consultants involving services in addition to executive and director compensation; and


•	prepare a report to be included in our proxy statement and provide other regular reports to our Board.

A complete description of the Compensation Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.

The Compensation Committee held five meetings in 2018. Directors who served on the Compensation Committee during 2018 attended 100% of the meetings held during their tenure.

Compensation Committee Interlocks and Insider Participation. During 2018, none of the members of the Compensation Committee served, or has at any time served, as an officer or employee of our company or any of our subsidiaries. In addition, none of our executive officers has served as a member of a board of directors or a compensation committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of the Board or the Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

In addition, no two directors serve together on both the SP Plus Board and any other public company boards or any committee thereof.

Executive Committee

The Executive Committee currently consists of three directors: Karen M. Garrison, who serves as Chair, Alice M. Peterson and Wyman T. Roberts. Our Board has determined that all members of this committee are independent. The Executive Committee’s primary duties and responsibilities include:


•	exercising some or all powers of our Board between regularly scheduled meetings;


•	conducting the evaluation of the performance of the Chief Executive Officer, reviewing his compensation and making recommendations regarding changes in compensation to the Compensation Committee;


•	serving as a sounding board for management on emerging issues, problems and initiatives; and


•	reporting to our Board at the Board’s next meeting on any official actions it has taken.

Notwithstanding the foregoing, the Executive Committee does not have the powers of our Board for:


•	those matters which are expressly delegated to another committee of our Board;


•	matters which, under the General Corporation Law of Delaware (“DGCL”), our Certificate of Incorporation (the “Certificate”) or bylaws cannot be delegated by our Board to a committee;


•	approving or adopting, or commending to the stockholders, any action or matter expressly required by the DGCL or the Certificate to be submitted to the stockholders;


•	adopting, amending or repealing any of our bylaws;


•	electing officers or filling vacancies on our Board or any committee of our Board; and


•	declaring a dividend, authorizing the issuance of stock (except pursuant to specific authorization by our Board), or such other powers as our Board may from time to time eliminate.

A complete description of the Executive Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.

The Executive Committee did not meet in 2018.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of three directors: Karen M. Garrison, who serves as Chair, Wyman T. Roberts and Douglas R. Waggoner. Our Board has determined that all members of this committee are independent. The Nominating and Corporate Governance Committee’s primary duties and responsibilities are to:


•	have general responsibility for Board selection, including the identification of qualified candidates for Board membership, taking into account gender and age diversity as well as diversity of professional experience, education and other individual qualities and attributes that will contribute to Board heterogeneity;


•	recommend to our Board the directors to serve on each committee of our Board;


•	develop and recommend to our Board for its approval a set of corporate governance guidelines that it will review at least annually and recommend any proposed changes to our Board for its approval;


•	approve all director search firm engagement fees and terms; and


•	prepare a report to be included in our proxy statement and provide reports to our Board.

A complete description of the Nominating and Corporate Governance Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.

The Nominating and Corporate Governance Committee held two meetings in 2018. Each of the directors who served on the Nominating and Corporate Governance Committee during 2018 attended 100% of the meetings held during their tenure.

EXECUTIVE OFFICERS

The table below sets forth certain information regarding our executive officers that are not identified in the table under “Board and Corporate Governance Matters-Nominees for Director.”



Name	Age	Position
Vance C. Johnston	49	Executive Vice President; Chief Financial Officer; Treasurer
Gerard M. Klaisle	65	Executive Vice President; Chief Administrative Officer
John Ricchiuto	62	Executive Vice President, Operations
Robert N. Sacks	66	Executive Vice President; General Counsel; Secretary
Robert M. Toy	62	President of Commercial Operations

Vance C. Johnston has served as Executive Vice President, Chief Financial Officer and Treasurer since March 2014. Prior to joining our company, Mr. Johnston held various positions with Furniture Brands International, Inc. since March 2010, including chief financial officer from May 2012 to December 2013. He was chief financial officer of Furniture Brands when it filed for protection under Chapter 11 of the bankruptcy code on September 9, 2013. Prior to Furniture Brands, Mr. Johnston was chief financial officer for Miami Jewish Health Systems from March 2009 through March 2010, and vice president, corporate strategy at Royal Caribbean Cruises, Ltd. from December 2005 through August 2009. Mr. Johnston has also held various positions in strategy, finance and operations with OfficeMax, Inc. from 2002 to 2005 and Burger King Corp. from 2001 to 2002. He began his career at KPMG and is a Certified Public Accountant. Mr. Johnston holds a B.S. degree from University of San Diego and an M.B.A. degree from the University of Chicago’s Booth School of Management.

Gerard M. Klaisle has served as Executive Vice President since February 2010 and as Chief Administrative Officer since January 2015. He served as our Chief Human Resource Officer from February 2010 through December 2014 and Senior Vice President-Human Resources from April 2005 through January 2010. Prior to joining our company, Mr. Klaisle was senior vice president of human resources for USF Corporation, a trucking and logistics company, from April 2001 through December 2004. Prior to joining USF Corporation, Mr. Klaisle served 18 years with Midas, Inc. where he rose from director of labor

relations to senior vice president, human resources. Mr. Klaisle holds a B.S. degree from LeMoyne College and an M.B.A. from Loyola University in Chicago.

John Ricchiuto has served as Executive Vice President, Operations since December 2002. Mr. Ricchiuto joined SP Plus in 1980 as a management trainee. He served as Vice President-Airport Properties Central from 1993 until 1994, and as Senior Vice President-Airport Properties Central and Eastern United States from 1994 until 2002. Mr. Ricchiuto holds a B.S. degree from Bowling Green University.

Robert N. Sacks has served as Executive Vice President, General Counsel and Secretary since March 1998. Mr. Sacks joined SP Plus in 1988, and served as General Counsel and Secretary since 1988, as Vice President, Secretary, and General Counsel from 1989, and as Senior Vice President, Secretary and General Counsel from 1997 to March 1998. Mr. Sacks became a director of the USO of Illinois in 2012 and became the Chairman of the Board Elect in 2018. Mr. Sacks holds a B.A. degree, cum laude, from Northwestern University and a J.D. degree from Suffolk University where he was a member of the Suffolk University Law Review.

Robert M. Toy has served as President of Commercial Operations since March 2017 and as President of Urban Operations from January 2016 through February 2017. Mr. Toy also served as Executive Vice President from October 2012 through February 2017. Prior to joining our company, Mr. Toy served as senior vice president of field operations of Central Parking Corporation from 2010 to October 2012, and in other capacities since 1999. He began his career with Central as executive vice president of USA Parking System, Inc. Mr. Toy attended the University of Kentucky from 1974 to 1978 where he majored in Business Administration.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Overview

Our compensation program is designed to reward employees for producing sustainable growth for our stockholders and to attract, motivate and retain top talent in the industry. Like most companies, we use a combination of fixed and variable, “at-risk” compensation programs to help align the interests of our executives with our stockholders. This “pay-for-performance” philosophy forms the foundation of our Compensation Committee’s decisions regarding compensation. Underlying these decisions is the Compensation Committee’s belief that the labor market for the type of talent we require is limited, and that our executives are among the most capable and highest performing in the industry.

Business Performance and Impact on Pay

The compensation realized by our executives is closely related to our business performance. The impact of such business performance upon pay actually realized by our Chief Executive Officer and other named executive officers (“NEOs”) is described below to help our stockholders to better understand our executive compensation program and the key business factors that impact the design and ultimate payments made under our executive compensation program.

2018 Business Performance



	Year Ended December 31, 2018				Year Ended December 31, 2017
In millions except per share	Reported		Adjusted (1)		Reported		Adjusted (1)
Gross profit (2)	$	184.0	$	180.7	$	185.3	$	176.9
General and administrative expenses (2)	$	91.0	$	81.8	$	82.9	$	81.6
Net income attributable to SP Plus (2)	$	53.2	$	52.8	$	41.2	$	38.2
Earnings per share (2)	$	2.35	$	2.34	$	1.83	$	1.70
EBITDA (1)(2)	$	89.8	$	95.7	$	99.2	$	92.1
Net cash provided by operating activities	$	70.9	$	NA	$	45.2	$	NA
Free cash flow (1)	$	62.2	$	NA	$	39.7	$	NA


(1)	Refer to the financial tables set forth in Appendix A for a reconciliation of all non-GAAP financial measures to U.S. GAAP.

(2)

Adjusted gross profit, adjusted general and administrative expenses, adjusted net income attributable to SP Plus, adjusted earnings per share attributable to SP Plus (“adjusted EPS”), and adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”) are all non-GAAP financial measures that exclude, among other things, (a) restructuring, merger/acquisition and integration costs, including costs incurred to evaluate potential acquisitions, (b) non-routine structural and other repairs at legacy Central Parking lease locations, (c) non-routine settlements, (d) the net impact of non-routine asset sales or dispositions, (e) the net loss or gains and the financial results related to sold businesses, (f) the equity in income or losses from investment in unconsolidated entities, and (g) non-routine tax items, including the overall net impact of the U.S. Tax Cuts and Jobs Act of 2017 on 2017. The 2018 adjusted results do not include any operating results from the acquired Bags business, nor incremental borrowing costs incurred in connection with the acquisition. Please refer to the accompanying financial tables for a reconciliation of these adjusted measures to U.S. GAAP.

On November 30, 2018, we completed the Bags Acquisition for an all-cash purchase price of $277.9 million, net of $5.9 million of cash acquired. Bags combines exceptional customer service with innovative technologies to provide remote airline check-in, baggage handling and related services. The Bags Acquisition was an important step in positioning our company to expand our service offerings to existing and future clients.

Our solid performance was reflected in the following elements of compensation earned or awarded to executives in 2018:


•	Our annual bonus plan primarily rewards a combination of budget attainment and year-over-year growth in Company Adjusted EBITDA, and the annual bonus awards paid an average of 101.0% of the target for our NEOs.

•

Each NEO earned a significant amount of compensation tied to the performance of our stock through a performance-based incentive program under our Long-Term Incentive Plan that began in 2014 (the “Performance Share Program”), whereby we issue performance share units (“PSUs”) to NEOs and others that represent shares potentially issuable in the future based on cumulative adjusted free cash flow over a three-year period, as well as previous grants and required stock holdings.


•	As part of 2018 NEO compensation, the Compensation Committee approved and paid out shares of SP Plus common stock under the Performance Share Program that vest at the end of three-year performance periods. The realized value was 75% of target based upon cumulative adjusted free cash flow of $226 million over the 2016-2018 performance cycle.

•

In May 2018, the Compensation Committee approved a special restricted stock unit (“RSU”) grant to the NEOs. The CEO received RSUs representing 11,968 shares with a grant date fair value of $433,242 that vest on December 31, 2020, and each of the other NEOs received 7,948 shares with a grant date fair value of $282,022 that also vest on December 31, 2020. The primary purpose of the awards was to address an on-going gap in market competitiveness for these key positions. Since the time the Compensation Committee first adopted the Performance Share Program in 2014, the awards for the CEO and other NEOs have fallen below market levels as determined by the Compensation Committee’s independent consultant; hence, a one-time RSU grant was made to address the shortfall and ensure the retention of these key executives.

•

In May 2018, the Compensation Committee approved a supplemental PSU grant to our CEO, who received PSUs representing 11,968 shares with a grant date fair value of $433,242 that vest, if at all, on December 31, 2020, subject to achieving target cumulative three-year Company Adjusted EBITDA. Awards for the CEO have fallen below market levels so this supplemental PSU grant was made to address the shortfall.

Reasonableness of Compensation

We manage our pay structure and make compensation decisions using a combination of policies, practices and inherent logic. We have a “pay-for-performance” culture as exemplified by our management of salaries, bonus compensation and equity compensation. Base salaries may be adjusted to provide market-based increases, and our executives’ true upside potential has been provided through bonuses and stock-based award opportunities available under our annual cash and long-term incentive plans. After considering all components of the compensation paid to the NEOs, the Compensation Committee has determined that the compensation arrangements are reasonable and appropriate given the success of the Bags Acquisition, our overall performance, market for talent, executive retention and business strategy.

In December 2018, the Compensation Committee authorized Willis Towers Watson to conduct a risk assessment of our executive compensation policies and practices. On March 6, 2019, Willis Towers Watson reported its findings to the Compensation Committee. Based on this risk review, Willis Towers Watson concluded that we do not compensate or incentivize our executives in a manner that creates risks that are reasonably likely to have a material adverse impact on our company. The review consisted of an evaluation of the degree of Board oversight, pay philosophy and structure, plan design, performance metrics, and pay plan oversight. Willis Towers Watson concluded that on an overall basis, our executive compensation program aligns with current market practices, contains an appropriate balance of risks versus rewards, and incorporates appropriate risk mitigating factors.

Say-on-Pay Advisory Vote

The Dodd-Frank Act requires public companies to provide their stockholders with an advisory vote to approve executive compensation at least once every three years. At our annual meeting of stockholders in 2017, our stockholders approved a proposal to hold a stockholder advisory vote on executive compensation every year.

This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to endorse or not endorse our executive pay program and policies. In connection with Proposal No. 2 set forth in this Proxy Statement, the Board

has again recommended that stockholders consider and cast a non-binding advisory vote on a resolution approving 2018 NEO compensation. We are providing this stockholder advisory vote on our executive compensation in accordance with Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a).

Prior Say-on-Pay Advisory Vote

Our Board values our stockholders’ feedback and pays careful attention to communications from our stockholders regarding our executive compensation practices. Our executive compensation program is designed to pay for performance and to align the long-term interests of our NEOs and other members of our management team with the long-term interests of our stockholders, as discussed in more detail throughout this Proxy Statement. We believe these design and alignment principles help to ensure an appropriate balance between risk and reward; while our incentive compensation arrangements do not encourage employees to take unnecessary or excessive risks, our employees are rewarded for executing on our financial and strategic objectives. Further, the Compensation Committee and the Board believe that the compensation policies and procedures articulated in this Proxy Statement are effective in furthering our achievement of short-term, medium-term and long-term business goals, and that the compensation of our named executive officers reported in this Proxy Statement, which is structured to motivate superior individual performance, has supported and contributed to our success.

At our last annual meeting, our advisory vote to approve named executive officer 2017 compensation received the strong support of our stockholders (approximately 93.2% of the shares represented in person or by proxy and entitled to vote). Based on the results of last year’s Say-on-Pay vote, our Compensation Committee determined to keep the structure of our executive compensation program for 2019 substantially similar to the structure of the executive compensation program for 2018, including the Performance Share Program described below. As we continue to refine our compensation program, policies and practices going forward, we will continue to consider stockholder feedback.

Role of the Compensation Committee

Our Compensation Committee has administered our executive compensation program since this committee was established in conjunction with our initial public offering. Broadly stated, the Compensation Committee’s overall role is to oversee all of our compensation plans and policies, administer our equity plans and policies, approve equity grants to our executive officers and review and approve all compensation decisions relating to the NEOs. As in the past, our Compensation Committee engaged Willis Towers Watson in 2017 and 2018 as a consultant to assist in addressing and discharging its duties and obligations. As required by the SEC, the Compensation Committee has determined Willis Towers Watson has no conflicts of interest with our company and is independent.

Role of Management

Our Chief Executive Officer and Chief Administrative Officer regularly and routinely work with our Compensation Committee throughout the year, with input as appropriate from our outside legal counsel, as well as from the Compensation Committee’s compensation consultant. Our Chief Executive Officer plays an integral and instrumental role in making specific recommendations to the Compensation Committee regarding the compensation for all of the NEOs other than the Chief Executive Officer himself. Our Board decides the compensation of our Chief Executive Officer following recommendations made by the Compensation Committee.

Compensation Objectives

Our overall compensation philosophy is governed by three fundamental objectives:


•	attracting and retaining qualified key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are critical to our business;


•	motivating performance to achieve specific strategic and operating objectives of our company; and


•	aligning executives’ interests with the long-term interests of our stockholders.

The primary elements of our executive compensation program are:



Compensation Element	Compensation Objective	Performance Metric	Characteristics	Time Horizon
Base Salary	• Attract and retain qualified executives	• None	• Market-competitive, fixed level of compensation	• Annual
Management Incentive Compensation Program	• Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives in the short term	• Company Adjusted EBITDA	• At target, annual incentive provides market-competitive total cash opportunity • At-risk compensation	• Annual
Performance Share Program	• Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives in the medium term • Align NEOs’ and stockholders’ long-term interests	• Cumulative Company Adjusted Free Cash Flow	• PSU awards paid in shares of SP Plus common stock • At-risk compensation	• Three years
Stock-Based Grants	• Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives over the long term • Align NEOs’ and stockholders’ long-term interests	• RSUs-none • PSUs-Company Adjusted Company EBITDA	• Typically RSUs are granted with cliff vesting • Supplemental PSUs were granted to the CEO in 2018	• Three to five years
Career Restricted Stock Units (closed)	• Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives over the long term • Align NEOs’ and stockholders’ long-term interests	• None	• One-time grants in 2008 to help retain, for their full careers, high-caliber senior management • RSUs granted with restrictions generally removed in three equal tranches	• Ten to twelve years

The Compensation Committee reviews the executive compensation program and NEO compensation on an annual basis. The use and relative contribution of each compensation element is based on a discretionary determination by the Compensation Committee of the importance of each compensation element in supporting our financial and strategic objectives, after taking into consideration the recommendations of our Chief Executive Officer.

Compensation Philosophy and Competitive Positioning

Our Compensation Committee believes that the compensation of our NEOs must be closely aligned with our performance, on both a short- and long-term basis, at responsible levels that are consistent with our cost-conscious culture. At the same time, this Committee recognizes that our compensation programs must be designed to attract and retain key

executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are important to producing superior results for our stockholders.

As the independent consultant to the Compensation Committee, Willis Towers Watson periodically conducts market-based assessments as to the competitiveness of our officers’ total pay opportunities. In 2017, this competitive analysis found, for both the NEOs and the broader management team, the following:


•	Our cash compensation (base and target bonus) is generally competitive with market norms with the exception of the CEO and CFO, which fell below market median.


•	Annualized long-term incentive compensation is generally below market median for all NEOs.


•	Total direct compensation levels (both actual and target) vary in competitiveness from individual to individual. Two out of five NEOs, our CEO and CFO, are positioned well below the market median, largely due to the lower annualized long-term incentive values. Two of our NEOs fall modestly below market median and one is at market median.

We continue to use published survey data as a broad indicator of market performance, but we do not benchmark against specific companies through a “peer group” or within such surveys. We operate in a large and fragmented industry with no direct public competitors. Accordingly, we do not use data that are specific to any company within the surveys. These surveys represent a broad group of general industry and service industry companies. We believe that the aforementioned survey sample is appropriate because it provides a significant sample size, includes reasonably accurate executive position matches for benchmarking purposes, and includes companies from other industries from which we might potentially recruit.

For compensation planning purposes, Willis Towers Watson has recommended that the most reasonable approach is to evaluate our pay practices for senior executives against this survey data scoped to reflect companies with revenues of approximately $2.1 billion. While this is larger than our reported revenue, the revenue we manage for clients is more than double our reported revenue, and the corresponding infrastructure necessary to support the business model more closely resembles a company with more than $2.1 billion in revenue.

Given the information obtained from the current and previous compensation studies, the Compensation Committee has informally adopted a guideline that targets total cash compensation in the 50th percentile range for executive officers. This range, however, is merely a guideline because the Compensation Committee does not believe in fixing compensation levels based only on market comparables. Rather, the Compensation Committee believes that other factors should be considered and weighted appropriately, including, but not limited to:


•	the history underlying our current compensation levels;


•	relative compensation levels among our senior executives;


•	pay levels in the parking industry; and


•	our overall performance in relation to the performance of other parking companies.

Our actual cash compensation practice is to target the market median when our company performance is in line with our financial goals.

Compensation Program Components

Our NEO compensation consists primarily of the following elements: base salary; Management Incentive Compensation Program; compensation under our Long-Term Incentive Plan, which includes the Performance Share Program, stock-based grants and Career Restricted Stock Units; perquisites and personal benefits; and retirement benefits and deferred compensation opportunities.

Base Salary

Base salary is a critical element of NEO compensation because it is the source of an officer’s consistent income stream and is the most visible barometer of evaluation vis-à-vis the employment market. In establishing and reviewing base salaries,

the Compensation Committee considers various factors that include the executive’s qualifications and experience, scope of responsibilities, internal pay equity, past performance and achievements, future expectations that include the executive’s ability to impact short-term and long-term results, as well as the salary practices at other comparable companies. We strive to provide our named executive officers with a competitive base salary that is in line with their roles and responsibilities when compared to companies of comparable size.

Management Incentive Compensation Program

Our NEOs participate in our Management Incentive Compensation Program, which provides for an annual cash incentive bonus. Our Compensation Committee oversees this program, and it creates annual performance criteria that are flexible and that change with the needs of our business. By creating target awards and setting performance objectives at the beginning of each fiscal year, our NEOs have the proper incentives to attain key performance metrics. The target bonus opportunities are fixed and subject to change only via approval of the Compensation Committee.

The target bonuses, metrics, weightings, level of achievement and awards are reported in the tables set forth under “2018 Annual Incentive Compensation Payouts and Performance Analysis,” below.

Long-Term Incentive Plan

Because one of our basic compensation objectives is to align our executives’ interests with the long-term interests of our stockholders, we implemented stock ownership requirements for our senior executives in January 2007. On March 6, 2019, our Board adopted new, more robust executive stock ownership requirements. Our CEO is now required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to three times his base salary. Our other NEOs are required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to two times his base salary. See “Executive Stock Ownership Requirements,” below.

Performance Share Program. The objective of granting performance share units is to link compensation to business performance, encourage ownership of our common stock, retain executive talent, and incentivize and reward executive performance. The Performance Share Program provides participating executives with the opportunity to earn vested common stock if performance targets for adjusted pre-tax free cash flow are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. In September 2014 the Compensation Committee authorized our first grants of performance share units under our Long-Term Incentive Plan for the cumulative three-year period of 2014 through 2016. In each subsequent year, additional PSU grants were made for the respective three-year cycle. Another three-year performance period will start in 2019 and will be linked to a new adjusted free cash flow performance target for the cumulative three-year 2019-2021 cycle, a process that is expected to occur in succeeding years. The Board may choose to discontinue the plan or change the performance measures in future performance periods.

For purposes of the Performance Share Program, reported free cash flow for each performance period will be adjusted for any one-time expenses, benefits, cash payments or receipts made for acquisitions, joint ventures or other transactions; one-time expenses and benefits related to the sale or disposition of assets; legal costs for one-time, non-recurring items that are non-core; cash taxes paid; significant refinancing costs and expenses (e.g., credit agreement); and expenses, benefits and cash payments related to the Central Merger indemnification obligations, including expenses or cash payments for structural repairs.

The number of performance shares set aside at the onset of the performance period is determined by dividing the stock price at the beginning of the performance period into the annual award values established for our NEOs. The performance share units issued under the Performance Share Program do not vest until the end of the performance period upon attainment of the performance goals. However, once the performance shares vest they are no longer subject to forfeiture unless the executive is in violation of the non-compete provisions of the Performance Share Unit Agreement.

The target bonuses, metrics and awards are reported in the tables set forth under “2018 Long-Term Incentive Plan Payouts and Performance Analysis,” below.

Stock-Based Grants. Periodically when senior executives are hired or promoted, awards may be made in the form of RSUs depending on individual performance and the environment for senior executive leadership talent. The RSUs issued to new or promoted executive officers typically vest three to five years from the date of issuance and represent the right to receive one share of common stock upon vesting. The final value of the RSUs depends on the change in stock price over the vesting period. The Compensation Committee believes that these RSUs help to retain executives because they have value upon vesting regardless of stock price. Although stock options may also be issued under our Long-Term Incentive Plan, in the last ten years

our company has not issued any options and no options are currently outstanding. The Long-Term Incentive Plan expressly forbids option repricing without stockholder approval and expressly forbids exchanges of underwater options for cash.

Additionally, in May 2018 the Compensation Committee awarded NEOs a one-time grant of RSUs to address an on-going gap in market compensation competitiveness. These RSUs vest on December 31, 2020. In May 2018 the Compensation Committee also awarded our CEO a one-time grant of PSUs to address this on-going gap in market compensation competitiveness. These PSUs provides our CEO with the opportunity to earn vested common stock if a performance target for cumulative three-year Company Adjusted EBITDA is achieved as of December 31, 2020.

Career Restricted Stock Units. In 2008 the Compensation Committee and our Board approved a one-time grant of career restricted stock units to our senior management team designed to help retain, for their full careers, the caliber of senior leaders needed to position our company for growth in the future. To discourage these leaders from joining competitors, one-third of these RSUs vest after ten years of continuous service, one-third vest after eleven years of continuous service, and the final one-third vest after twelve years of continuous service. Anyone reaching retirement age (typically age 65) before the expiration of the twelve-year period is entitled to have all restrictions removed at age 65. No additional career restricted stock units have been issued since 2008.

Perquisites and Personal Benefits

We provide our NEOs with certain perquisites and personal benefits. We believe that perquisites are often a way to provide the NEOs with additional annual compensation that supplements their base salaries and bonus opportunities and are intended to ensure productivity. Perquisites include such things as parking and club memberships. When determining each NEO’s base salary, we take the value of each NEO’s perquisites and personal benefits into consideration.

The perquisites and personal benefits paid to each NEO in 2018 are reported in column (i) of the Summary Compensation Table, below, and further described in the footnotes thereto.

Retirement Benefits and Deferred Compensation Opportunities

Deferred compensation is a tax-advantaged means of providing certain NEOs with additional compensation that supplements their base salaries and bonus opportunities, including our 401(k) plan. In addition, we have entered into various agreements over the years with certain NEOs that provide for various retirement benefits and deferred compensation opportunities. These plans grew out of a perceived need to provide some form of retirement income to executives and are intended to provide a modest payment towards retirement.

Employment Agreements

Historically, we have maintained employment agreements with all of our NEOs. It is customary in our industry for senior executives to have employment agreements because it encourages employment continuity and is a practical means to insure that client relationships are protected through the legal enforcement of protective covenants, including the covenant not to compete and the covenant not to solicit customers and employees. Moreover, these agreements were created in part to ensure executive continuity because we had no programs with substantial executive retention value through the creation of forfeiture risk (e.g., pension plan, restricted stock, etc.) until 2007. Hence, executive retention and protection of our interests have been created in part through the use of employment agreements.

In general, the employment agreements of the NEOs have provisions that are triggered if they are terminated for various reasons. Please see the “Payments and Potential Payments Upon Termination or Change-in-Control” section below for a description of the potential payments that may be made to the NEOs in connection with their termination of employment or a change-in-control, and “Executive Compensation-Employment Agreements” for a more detailed description of the employment agreements of our NEOs.

Determination of 2018 Compensation

General

The Compensation Committee approved the following principal compensation elements for 2018: base salary, annual incentive bonus target, performance share unit grants, and performance share unit awards under the Long-Term Incentive Plan.

Compensation of Our Chief Executive Officer

The Compensation Committee made recommendations to the Board for Mr. Baumann’s 2018 compensation following the process and using the pay components described above. Following the issuance of the Willis Towers Watson compensation study in 2017, the Compensation Committee approved an increase in Mr. Baumann’s base salary from $700,000 to $800,000 effective September 2017, an increase of 14.3%. Mr. Baumann's salary did not increase in 2018. The Compensation Committee also approved an annual incentive payment of $609,600 for 2018, an increase of $398,000, or 188.1%, from 2017, as described in detail below under “2018 Annual Incentive Compensation Payouts and Performance Analysis.” In addition, the Compensation Committee approved the issuance of common stock valued at $369,220 under the 2016-2018 PSU cycle as described below under “2018 Long-Term Incentive Plan Payouts and Performance Analysis.”

In May 2018, the Compensation Committee also awarded Mr. Baumann two one-time, stock-based grants under our Long-Term Incentive Plan:


•	RSUs representing 11,968 shares with a grant date fair value of $433,242 that vest on December 31, 2020; and


•	PSUs representing 11,968 shares with a grant date fair value of $433,242 that vest if a performance target for cumulative three-year Company Adjusted EBITDA is achieved as of December 31, 2020 (like grants made under the Performance Share Program, this PSU grant is not included in 2018 Actual Annual Compensation).

These supplemental stock-based grants were made to address an on-going gap in market compensation competitiveness following consultation with Willis Towers Watson.

Taking into consideration his actual salary, actual annual incentive bonus payout, actual stock awards for the 2016-2018 PSU cycle, and the one-time supplemental RSUs, Mr. Baumann earned $2,212,093 in 2018, which is 122.9% of his 2018 annual total target compensation ($1,800,000).

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Other compensation, including perquisites, totaled $128,066. In addition, pursuant to the terms of Mr. Baumann’s employment agreement, we have agreed to pay the premiums on certain insurance policies owned by Mr. Baumann that will provide an annual retirement benefit equal to $150,000 for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the annual premium is $105,901. If Mr. Baumann’s employment is terminated (other than

for cause or other than by Mr. Baumann without good reason), we will continue to pay the premiums on the insurance policies until the earlier of Mr. Baumann’s death or his attainment of age 65.

Compensation of Our Other Named Executive Officers

The Compensation Committee made 2018 compensation recommendations to the Board for the four other NEOs following the process and using the pay components described above. All of our other NEOs have entered into employment agreements with us, and their compensation is governed largely by their respective employment agreements. The 2017 and 2018 base salary earned and annual incentive compensation payout for these NEOs is set forth below together with the percentage increase/decrease.



Name	2017 Salary($)	2018 Salary($)	% Increase (Decrease)	2017 Annual Incentive Payout($)	2018 Annual Incentive Payout($)	% Increase (Decrease)
Vance C. Johnston	500,000	500,000	—	105,800	254,000	140.1
Gerard M. Klaisle	375,000	375,000	—	53,958	152,400	182.4
John Ricchiuto	434,595	434,595	—	106,131	258,064	143.2
Robert M. Toy	550,000	550,000	—	79,086	190,500	140.9

For more detailed information, see “2018 Annual Incentive Compensation Payouts and Performance Analysis.”

In addition, the Compensation Committee approved the issuance of common stock to these NEOs under the 2016-2018 PSU cycle, which ranged in value from $92,283 to $138,454. For more detailed information, see “2018 Long-Term Incentive Plan Payouts and Performance Analysis.” The Compensation Committee also approved the issuance of RSUs to these NEOs with a grant date fair value of $282,022.

Taking into consideration the actual salary, actual annual incentive bonus payout, actual stock awards for the 2016-2018 PSU cycle, and the one-time supplemental RSUs, these NEOs earned the following percentage of their total annual target compensation in 2018: Mr. Johnston 130.5%, Mr. Klaisle 144.3%, Mr. Ricchiuto 145.2%, and Mr. Toy 122.3%.

2018 Annual Incentive Compensation Payouts and Performance Analysis

Awards made to our NEOs in 2018 under the Management Incentive Compensation Program were based on the weightings and metrics set forth in the table below:



						Actual Results
Name	Metrics	Weighting		Threshold Metrics($)	Target Metrics($)	Maximum Metrics($)	Actual Metrics($)
G Marc Baumann	Company Adjusted EBITDA	100	%	90,377,000	92,945,000	95,513,000	93,026,873
Chief Executive Officer; President
Vance C. Johnston	Company Adjusted EBITDA	100	%	90,377,000	92,945,000	95,513,000	93,026,873
Executive Vice President;
Chief Financial Officer
Gerard M. Klaisle	Company Adjusted EBITDA	100	%	90,377,000	92,945,000	95,513,000	93,026,873
Executive Vice President, Chief Admin Officer
John Ricchiuto	Company Adjusted EBITDA	(1)		90,377,000	92,945,000	95,513,000	93,026,873
Executive Vice President, Operations	Business Unit Adjusted EBITDA			21,818,939	27,273,674	34,092,093	30,471,217
Robert M. Toy	Company Adjusted EBITDA	(1)		90,377,000	92,945,000	95,513,000	93,026,873
President of Commercial Operations	Business Unit Adjusted EBITDA			80,626,842	100,783,552	125,979,440	90,656,148


(1)	The target bonus for Messrs. Ricchiuto and Toy are first multiplied by the Company Adjusted EBITDA attainment percentage. If this calculation produces an “adjusted” bonus opportunity, then the adjusted bonus amount is subject to the Business Unit Adjusted EBITDA attainment percentage to determine the final bonus.

EXAMPLE: Target Bonus ($150,000) multiplied by our Company Adjusted EBITDA achievement percentage (105%) = adjusted bonus target ($157,500) multiplied by the business unit attainment percentage (110%) = $173,250 total bonus.

Payouts can range from 0% to 150% of “adjusted” target (after applying the company performance factor) with the lowest non-zero payout of 50% of the “adjusted” target, depending on a combination of corporate and business unit financial performance:

Awards made to our NEOs in 2018 under the Management Incentive Compensation Program, based on their individual achievement of their respective performance goals, ranged from $152,400 to $609,600, as set forth in the table below:



Name	Base Salary ($)	Target Bonus ($)	Target Bonus (%)	Metrics	Weighting (%)		Threshold Bonus ($)	Maximum Bonus ($)	Actual Bonus ($)	Actual Bonus as % of Target (%)
G Marc Baumann	800,000	600,000	75.0	Company Adjusted EBITDA	100		180,000	900,000	609,600	101.6
Vance C. Johnston	500,000	250,000	50.0	Company Adjusted EBITDA	100		75,000	375,000	254,000	101.6
Gerard M. Klaisle	375,000	150,000	40.0	Company Adjusted EBITDA	100		45,000	225,000	152,400	101.6
John Ricchiuto	434,595	200,000	46.0	Company Adjusted EBITDA	(1	)	60,000	450,000	258,064	129.0
Robert M. Toy	550,000	250,000	45.5	Company Adjusted EBITDA	(1	)	75,000	562,500	190,500	76.2

(1) See explanation in footnote (1) above.

The Compensation Committee believes that the Company Adjusted EBITDA measure for our CEO and the other NEOs that participate in the program is the appropriate measure of performance at this time. This measure will likely evolve and ultimately be modified as circumstances warrant, including possible adjustments due to acquisitions and other atypical events.

2018 Long-Term Incentive Plan Payouts and Performance Analysis

Payouts under the Performance Share Program, which was first adopted under the Plan in 2014, vest at the end of three-year performance periods. Payouts for the 2016-2018 performance share unit cycle were based upon our Cumulative Adjusted Free Cash Flow during 2016-2018 cycle.


•	The target value and target number of shares were determined at the start of the performance period.


•	The realized value is a function of the number of shares earned, adjusted for cumulative adjusted free cash flow and the stock price when shares are released.


•	For the three-year performance period from 2016-2018, Cumulative Adjusted Free Cash Flow was $229 million, placing the award at 75% of the target shares.


•	As a result, the realized value of performance share awards was 92.3% of target value.



Name	Target Value ($)	Target Shares (#)(1)	Shares Awarded (#)	Actual Value ($)(2)	Realized Value as % of Target (%)
G Marc Baumann	400,000	16,666	12,499	369,220	92.3
Vance C. Johnston	150,000	6,250	4,687	138,454	92.3
Gerard M. Klaisle	100,000	4,166	3,124	92,283	92.3
John Ricchiuto	100,000	4,166	3,124	92,283	92.3
Robert M. Toy	125,000	5,208	3,906	115,383	92.3


(1)	Target shares are calculated by dividing the stock price at the beginning of the performance period ($24.00 on January 4, 2016) into the target value established for our NEOs, rounded down to the nearest full share.


(2)	Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

2018-2020 Performance Share Unit Cycle

The Performance Share Program provides participating executives with the opportunity to earn vested common stock if performance targets for cumulative Adjusted Free Cash Flow are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. These PSUs will vest, if at all, on December 31, 2020, depending on whether the performance target exceeds the threshold performance level. On March 6, 2018, the Compensation Committee established the payout formula for the 2018-2020 PSU cycle under the Performance Share Program equal to two percent for every $1.0 million of cumulative three-year Adjusted Free Cash Flow over $235.0 million up to a $335.0 million cap with $285.0 million as the target.



Performance Level	Cumulative Three-Year Free Cash Flow (millions)($)	Performance Payout* (%)
Maximum	335.0	200
Target	285.0	100
Threshold	235.0	0

* If our cumulative three-year Adjusted Free Cash Flow falls between performance levels, the performance payout percentage is determined by linear interpolation between such performance levels.

On March 6, 2018, the Compensation Committee also established the threshold, target and maximum payout levels for our NEOs under the 2018-2020 PSU cycle. The table below provides information about the value of the awards based on threshold, target and maximum payout levels for the cumulative three years of the performance period:



Name	2018-2020 Threshold ($)	2018-2020 Threshold (#)(1)	2018-2020 Target ($)	2018-2020 Target (#)(1)	2018-2020 Maximum ($)	2018-2020 Maximum (#)(1)
G Marc Baumann	400,000	10,638	800,000	21,276	1,600,000	42,553
Vance C. Johnston	150,000	3,989	300,000	7,978	600,000	15,957
Gerard M. Klaisle	62,500	1,662	125,000	3,324	250,000	6,648
John Ricchiuto	100,000	2,659	200,000	5,319	400,000	10,638
Robert M. Toy	150,000	3,989	300,000	7,978	600,000	15,957


(1)	The number of performance shares set aside at onset of the performance period is determined by dividing the stock price at the beginning of the performance period ($37.60 on January 2, 2018) into the annual award values established for our five NEOs.

Executive Stock Ownership Requirements

In order to align the interests of our senior executives with those of our stockholders, we implemented stock ownership requirements for our senior executives in January 2007, and at December 31, 2018, all of our NEOs were in compliance with these executive stock ownership requirements. On March 6, 2019, our Board adopted new, more robust executive stock ownership requirements for the same purpose, and also to help attract, motivate, and retain a talented and creative executive team while further promoting our commitment to sound corporate governance. Our CEO is now required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to three times his base salary. Our other NEOs and senior executive officers are required to own and continuously hold a number of shares of common stock and RSUs with a total value at least equal to two times his or her base salary. The NEOs are expected to achieve these ownership requirements by March 6, 2022, the third anniversary of the date the new ownership requirements were adopted.

Tax and Accounting Considerations

We measure stock-based compensation expense at the grant date, based on the fair value of the award, and the expense is recognized over the requisite employee service period (generally, the vesting period) for awards expected to vest (considering estimated forfeitures). Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers to $1 million per year. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Internal Revenue Code was not subject to this $1 million limit and, although we reserved the right to pay compensation that did not qualify as performance based from time to time, our compensation programs were designed to permit us to deduct compensation expense under Section 162(m) of the Internal Revenue Code. The ability to rely on this performance-based exception was eliminated in 2017 (generally, and subject to certain transition rules, effective in 2018 and beyond), and the limitation on deductibility was generally expanded to include all NEOs. The Compensation Committee has and will continue to take into consideration Section 162(m) in establishing compensation of our executives but considers other factors and business needs as well. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond our control also can affect deductibility of compensation. For these and other reasons, the Compensation Committee has determined that it will not necessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of the Code.

Relationship Between Compensation Plans and Risk

The Compensation Committee has concluded that it is not reasonably likely that the risks arising from our compensation policies and practices would have a material adverse effect on our company. In reaching this conclusion, the Compensation Committee considered the following factors:


•	In December 2018, Willis Towers Watson concluded that on an overall basis, our executive compensation program aligns with current market practices, contains an appropriate balance of risks versus rewards, and incorporates appropriate risk mitigating factors;


•	Our compensation program is designed to provide a mix of both fixed and variable incentive compensation with no one component of pay providing a disproportionate segment of the whole; and


•	Our compensation is balanced between a variety of different measures and both short-term and long-term incentives are designed to reward execution of our short-term and long-term corporate strategies.

Clawback Policy

accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This policy will be administered by the Compensation Committee, and it applies to Incentive Compensation paid, granted or otherwise awarded to our current and former executive officers. “Incentive Compensation” means annual bonuses and other short- and long-term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards, but does not include restricted stock or similar awards subject to only time-based vesting. In addition, our Restricted Stock Unit Agreements and Performance Share Unit Agreements entered into with each of the NEOs contain a clawback provision that allows us to recover shares if the participant violates certain protective provisions.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing “Compensation Discussion and Analysis,” and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement on Schedule 14A for filing with the SEC.



	By the Compensation Committee,
	Wyman T. Roberts (Chair) Karen M. Garrison Gregory A. Reid

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned, awarded or paid for services rendered to us in all capacities for the fiscal years ending December 31, 2018, 2017 and 2016 by our Principal Executive Officer (PEO), our Principal Financial Officer (PFO), and the three other highest paid executive officers other than the PEO and PFO. These persons are referred to, collectively, as the “named executive officers or “NEOs”.



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(i)	(j)
G Marc Baumann	2018	800,031	—	1,638,137	—	609,600	128,066(4)	3,175,834
Chief Executive Officer;	2017	729,195	—	470,560	—	211,600	127,869	1,539,224
President (PEO)	2016	700,027	—	393,984	—	373,200	125,759	1,592,970
Vance C. Johnston	2018	500,019	—	573,618	—	254,000	14,264(5)	1,341,901
Executive Vice President;	2017	457,517	—	176,460	—	105,800	13,682	753,459
Chief Financial Officer (PFO)	2016	438,350	—	147,750	—	186,600	13,424	786,124
Gerard M. Klaisle	2018	375,018	—	403,514	—	152,400	17,490(6)	948,422
Exec. Vice President, CAO
John Ricchiuto	2018	434,612	—	476,432	—	258,064	11,849(7)	1,180,957
Executive Vice President, Operations	2017	434,612	—	117,640	—	106,131	11,681	670,064
Robert M. Toy	2018	543,675	—	573,618	—	190,500	12,210(8)	1,320,003
President of Commercial Operations	2017	542,729	—	176,460	—	79,086	12,060	810,335
	2016	521,895	—	123,117	—	168,873	11,332	825,217


(1)	The amounts shown in column (e) for 2018 represent the aggregate grant date fair value of (i) the 2018-2020 performance share unit (PSU) awards and (ii) restricted stock unit (RSU) awards, all of which were granted under the Long-Term Incentive Plan.

The fair value of the PSU awards granted to all NEOs under the Performance Share Program is based on the closing price of our common stock ($36.55) on March 6, 2018 (grant date), and is calculated at the target share payout for the cumulative three years of the performance period. For information about the threshold and maximum payout amounts under the PSU awards, see the “Grants of Plan-Based Awards for 2018” table below. The fair value of the supplemental PSU award granted to Mr. Baumann is based on the closing price of our common stock ($36.20) on May 4, 2018 (grant date), and is calculated at the potential share payout for the cumulative three years of the performance period.

The fair value of Mr. Baumann's RSU award is based on the closing price of our common stock ($36.20) on May 4, 2018 (grant date), and the fair value of RSU awards to the other NEOs is based on the closing price of our common stock ($35.35) on May 21, 2018 (grant date). All of these RSUs vest on December 31, 2020.

The amounts shown in column (e) were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, not the actual amounts paid to or realized by the NEOs during our 2018, 2017 and 2016 fiscal years. An explanation of the methodology for payouts under our performance stock and restricted stock awards is discussed in the footnotes to the “Grants of Plan-Based Awards for 2018” and “Outstanding Equity Awards at Fiscal Year-End 2018” tables below.


(2)	No NEO held stock options or stock appreciation rights as of December 31, 2018.


(3)	The amounts for 2018 shown in column (g) reflect cash bonuses paid pursuant to our Management Incentive Compensation Program.


(4)	The amount for 2018 shown in column (i) for Mr. Baumann reflects contributions made by us under our 401(k) plan in the amount of $8,250, $5,940 for group term life insurance, $5,820 in company-paid parking, $1,680 in club dues and $475 for airline clubs. Also included are payments in the amount of $105,901 made in 2018 for insurance policies on behalf of Mr. Baumann.


(5)	The amount for 2018 shown in column (i) for Mr. Johnston reflects contributions made by us under our 401(k) plan in the amount of $8,250, $1,242 for group term life insurance, $4,272 in company-paid parking, and $500 for airline clubs.


(6)	The amount for 2018 shown in column (i) for Mr. Klaisle reflects contributions made by us under our 401(k) plan in the amount of $8,250, $4,968 for group term life insurance, and $4,272 in company-paid parking.


(7)	The amount for 2018 shown in column (i) for Mr. Ricchiuto reflects contributions made by us under our 401(k) plan in the amount of $8,250, $3,049 for group term life insurance, and $550 for airline clubs.


(8)	The amount for 2018 shown in column (i) for Mr. Toy reflects contributions made by us under our 401(k) plan in the amount of $8,250 and $3,960 for group term life insurance.

Grants of Plan-Based Awards for 2018

The following table sets forth summary information regarding RSUs and PSUs granted to our NEOs pursuant to our Long-Term Incentive Plan and bonus amounts achievable pursuant to our Management Incentive Compensation Program during 2018.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or	Grant Date Fair Value of Stock
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#)	Awards ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
G Marc Baumann	1/1/2018	120,000	600,000	900,000
	3/6/2018				10,638	21,276	42,552		799,978
	5/4/2018(3)							11,968	433,242
	5/4/2018(4)							11,968	433,242
Vance C. Johnston	1/1/2018	50,000	250,000	375,000
	3/6/2018				3,989	7,978	15,956		299,973
	5/21/2018(5)							7,978	282,022
Gerard M. Klaisle	1/1/2018	30,000	150,000	225,000
	3/6/2018				1,662	3,324	6,648		124,982
	5/21/2018(5)							7,978	282,022
John Ricchiuto	1/1/2018	20,000	200,000	450,000
	3/6/2018				2,659	5,319	10,638		199,994
	5/21/2018(5)							7,978	282,022
Robert M. Toy	1/1/2018	25,000	250,000	562,500
	3/6/2018				3,989	7,978	15,956		299,973
	5/21/2018(5)							7,978	282,022


(1)	The amounts included in columns (c), (d) and (e) reflect the cash bonus amounts achievable pursuant to our Management Incentive Compensation Program. See “Compensation Discussion and Analysis” for a discussion of timing of various pay decisions.

(2)

On March 6, 2018, the Compensation Committee established the threshold, target and maximum payout levels for the 2018-2020 PSUs granted pursuant to our Long-Term Incentive Plan. These PSUs will vest, if at all, at the completion of the 2018-2020 performance period depending on whether the threshold performance target is met. The threshold award is 50% of the target and the maximum award is 200% of the target. The table below provides additional information about the value of the awards based on threshold, target and maximum payout levels for the cumulative three years of the performance period based on the price of our common stock on January 2, 2018 ($37.60), the first trading day of the 2018-2020 performance cycle:



Name	2018-2020 Threshold ($)	2018-2020 Target ($)	2018-2020 Maximum ($)
G Marc Baumann	400,000	800,000	1,600,000
Vance C. Johnston	150,000	300,000	600,000
Gerard M. Klaisle	62,500	125,000	250,000
John Ricchiuto	100,000	200,000	400,000
Robert M. Toy	150,000	300,000	600,000

The Performance Share Program provides participating executives with the opportunity to earn vested common stock if performance targets for pre-tax free cash flow are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. If our cumulative three-year Adjusted Free Cash Flow falls between performance levels, the performance payout percentage is determined by linear interpolation between such performance levels.


(3)	Column (i) sets forth the number of PSUs granted to Mr. Baumann on May 4, 2018, all of which vest on December 31, 2020, provided that the three-year cumulative Company Adjusted EBITDA performance target is met. Column (j) sets

forth the grant date fair value of these PSUs based on the closing price of our common stock ($36.20) on May 4, 2018 (grant date). There can be no assurance that ASC 718 amounts shown in the table will ever be realized.


(4)	Column (i) sets forth the number of RSUs granted to Mr. Baumann on May 4, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. Column (j) sets forth the grant date fair value of these RSUs based on the closing price of our common stock ($36.20) on May 4, 2018 (grant date) and is computed in accordance with ASC 718.


(5)	Column (i) sets forth the number of RSUs granted on May 21, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. Column (j) sets forth the grant date fair value of these RSUs based on the closing price of our common stock ($35.35) on May 21, 2018 (grant date) and is computed in accordance with ASC 718.

Outstanding Equity Awards at Fiscal Year-End 2018

The following table shows stock awards subject to certain restrictions and other contingencies outstanding on December 31, 2018, the last day of our fiscal year, for our NEOs. No NEO held stock options or stock appreciation rights as of December 31, 2018.



		Stock Awards
Name	Grant Date/ Performance Share Unit Period(1)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2)
G Marc Baumann	1/1/16-12/31/18 (4)			12,499	369,220
	1/1/17-12/31/19 (5)			13,840	408,834
	1/1/18-12/31/20 (6)			21,276	628,493
	1/1/18-12/31/20			11,968	353,535
	5/4/18 (7)	11,968	353,535
Vance C. Johnston	3/25/14 (8)	7,518	222,082
	1/1/16-12/31/18 (4)			4,687	138,454
	1/1/17-12/31/19 (5)			5,190	153,313
	1/1/18-12/31/20 (6)			7,978	235,670
	5/21/18 (7)	7,978	235,670
Gerard M. Klaisle	1/1/16-12/31/18 (4)			3,124	92,283
	1/1/17-12/31/19 (5)			3,460	102,208
	1/1/18-12/31/20 (6)			3,324	98,191
	5/21/18 (7)	7,978	235,670
John Ricchiuto	7/1/2008 (9)	28,000	827,120
	1/1/16-12/31/18 (4)			3,124	92,283
	1/1/17-12/31/19 (5)			3,460	102,208
	1/1/18-12/31/20 (6)			5,319	157,123
	5/21/18 (7)	7,978	235,670
Robert M. Toy	1/1/16-12/31/18 (4)			3,906	115,383
	1/1/17-12/31/19 (5)			5,190	153,313
	1/1/18-12/31/20 (6)			7,978	235,670
	5/21/18 (7)	7,978	235,670


(1)	For a better understanding of this table, we have included an additional column showing the grant dates of RSUs and the associated performance periods for the PSUs.


(2)	Based on the closing price per share of our common stock on December 31, 2018 ($29.54).


(3)	The shares in the Equity Incentive Plan Awards column represent PSU awards based on target payout, except for the PSUs described in footnote (4), below, that were paid out based on actual performance.


(4)	The performance period for these PSUs ended on December 31, 2018 and the payout was made in the first quarter of 2019 based upon cumulative adjusted free cash flow for the 2016-2018 performance period.


(5)	The performance period for these PSUs is scheduled to end on December 31, 2019, and the payout, if any, is scheduled to be made in the first quarter of 2020.


(6)	The performance period for these PSUs is scheduled to end on December 31, 2020, and the payout, if any, is scheduled to be made in the first quarter of 2021.


(7)	These RSUs will vest on December 31, 2020.


(8)	These RSUs will vest on March 25, 2019.


(9)	These RSUs will vest annually in two equal tranches commencing on July 1, 2019.

Stock Vested During 2018

The following table provides information on the RSUs and PSUs held by NEOs that vested during 2018. Our company has no outstanding option awards.



	Stock Awards
Name	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting($)(5)
G Marc Baumann (1)	12,499	369,220
Vance C. Johnston (1)	4,687	138,454
Gerard M. Klaisle (2)	25,124	742,163
John Ricchiuto (3)	17,124	505,843
Robert M. Toy (4)	20,401	602,646


(1)	Comprised of PSUs that converted to shares of common stock on a one-for-one basis upon vesting on December 31, 2018.


(2)	Comprised of 3,124 PSUs that converted to shares of common stock on a one-for-one basis upon vesting on December 31, 2018, 7,334 shares underlying RSUs that vested on July 2, 2018, and 14,666 shares underlying RSUs that vested on October 29, 2018.


(3)	Comprised of 3,124 PSUs that converted to shares of common stock on a one-for-one basis upon vesting on December 31, 2018 and 14,000 shares underlying RSUs that vested on July 2, 2018.


(4)	Comprised of 3,906 PSUs that converted to shares of common stock on a one-for-one basis upon vesting on December 31, 2018, and 16,495 shares underlying RSUs that vested on December 4, 2018.


(5)	Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

Equity Award Modifications and Re-Pricings

We have not engaged in any modifications to, or re-pricings of, any outstanding equity awards during the last three fiscal years.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

Our NEOs participated in a Deferred Compensation Plan that provided each with the opportunity to defer an amount which, when combined with his 401(k) plan deferral, will equal the maximum allowable deferral pursuant to the IRS section 415 limits. The following table sets forth the nonqualified deferred compensation of our NEOs that received such compensation for the fiscal year ending December 31, 2018.



Name	Executive Contributions in 2018 ($)(1)	Registrant Contributions in 2018 ($)(2)	Aggregate Earnings (loss) in 2018 ($)(3)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at 12/31/18 ($)(4)
(a)	(b)	(c)	(d)		(e)	(f)
G Marc Baumann	20,000	7,365	(4,826	)	—	244,226
Vance C. Johnston	30,001	7,365	(5,006	)	—	142,220
Gerard M. Klaisle	26,251	7,365	(6,836	)	—	413,253
John Ricchiuto	28,612	7,365	(8,200	)	—	334,206
Robert M. Toy	48,369	7,365	(6,316	)	—	237,777


(1)	The amounts included in column (b) are included as Salary in column (c) of the Summary Compensation Table.


(2)	The amounts included in column (c) are included as All Other Compensation in column (i) of the Summary Compensation Table.


(3)	None of the amounts reported in column (d) are reported in the Summary Compensation Table.


(4)	Amounts reported in column (f) for each NEO include amounts previously reported in the Summary Compensation Table in previous years when earned if that executive’s compensation was required to be disclosed in a previous year.

CEO Pay Ratio

As required by the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO.

As is permitted under the SEC rules, to determine our median employee, we chose “gross wages” as our consistently applied compensation measure. Using a determination date of December 31, 2018, our employee population comprised 23,536. We excluded two groups of employees from this number and the CEO pay ratio. First, under the 5% de minimis rule, we excluded 329 employees in Canada, or 1.4% of our global workforce. Second, on November 30, 2018, we acquired Bags and its approximately 3,000 employees, or 12.7% of our global workforce, and none of these new employees are included in the CEO pay ratio calculation. (Bags employees will be included in our 2020 proxy statement.) From the remaining 20,207 employees, we identified our median employee. We determined that employee’s total Summary Compensation Table compensation was $20,979, while our CEO’s total compensation included in the Summary Compensation Table was $3,175,834. Accordingly, our estimated CEO pay ratio is 151:1.

This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules. As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the ratio may not be comparable to the CEO pay ratios presented by other companies.

Employment Agreements

Mr. Baumann

We entered into an Amended and Restated Executive Employment Agreement with Mr. Baumann dated November 19, 2014, effective as of January 1, 2015, to serve as our Chief Executive Officer. The employment agreement has a two-year term from the effective date, and automatically renews for two-year periods each January 1st unless either party provides at least 90-day notice of an intention not to renew the employment agreement. As of April 1, 2019, Mr. Baumann’s employment agreement terminates on January 1, 2021.

The employment agreement provides Mr. Baumann with the following compensation and benefits:


•	Annual base salary of no less than $700,000, subject to review annually in accordance with our company’s review policies and practices then in effect (at December 31, 2018, his annual base salary was $800,000;


•	Participation in any annual bonus program maintained by our company for its senior executives with a target of not less than $400,000;

•Participation in the LTIP;


•	Participation in all compensation and employee benefit plans or programs, and all benefits or perquisites, for which any member of our company’s senior management is eligible under any existing or future plan or program; and


•	Payment of the premiums on certain insurance policies owned by Mr. Baumann until he reaches the age of 65 that will provide an annual cash benefit of $150,000 payable to him for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the annual premium is $105,901.

The employment agreement provides that Mr. Baumann is entitled to continuation of certain salary and benefits upon termination of employment depending upon the reason for termination as described below under “Payments and Potential Payments upon Termination or Change in Control-Mr. Baumann.” The employment agreement also provides that Mr. Baumann may not disclose or use any of our company’s confidential information during the term of the employment agreement. During his employment with our company and for a period of 24 months following his termination for any reason, he is precluded from engaging or assisting in any business that is in competition with our company and from soliciting our company’s clients, customers, business referral sources, employees or representatives.

Messrs. Johnston, Klaisle, Ricchiuto and Toy

We also have employment agreements with each of our other NEOs. Each executive’s compensation is governed largely by his respective employment agreement, subject to annual review. Each of the employment agreements automatically renews for one-year periods unless either party provides advanced notice of an intention not to renew the employment agreement. As of April 1, 2019, the employment agreements terminate on the following dates, subject automatic renewal unless termination notice is provided by either party: Mr. Johnston-March 3, 2020, Mr. Klaisle-March 31, 2020, Mr. Ricchiuto-December 31, 2019, and Mr. Toy-October 2, 2019.

Each of the employment agreements provides the NEO with the following compensation and benefits:


•	A minimum annual base salary, subject to review annually in accordance with our company’s review policies and practices then in effect;


•	Participation in any annual bonus program maintained by our company for its senior executives;


•	Participation in the LTIP; and


•	Participation in all compensation and employee benefit plans or programs, and all benefits or perquisites, for which any member of our company’s senior management is eligible under any existing or future plan or program.

The annual salary for each as of December 31, 2018 was as follows: Mr. Johnston-$500,000, Mr. Klaisle-$375,000, Mr. Ricchiuto-$434,595, and Mr. Toy-$550,000.

The employment agreement provides each of these NEOs is entitled to continuation of certain salary and benefits upon termination of employment depending upon the reason for termination as described below under “Payments and Potential

Payments upon Termination or Change in Control-Potential Payments to Other Executive Officers.” The employment agreements for each of these NEOs also provide that they may not disclose or use any confidential information of our company during or after the term of the employment agreement. During their employment with us and for a period of 24 months following their termination of employment for any reason, each of these employees is precluded from engaging or assisting in any business that is in competition with our company and from soliciting any of our company’s clients, customers, business referral sources, officers, employees or representatives.

Payments and Potential Payments upon Termination or Change in Control

Potential Payments to Mr. Baumann

Our employment agreement with Mr. Baumann is terminable by us for cause. If his employment is terminated by reason of his death, we are obligated to pay his estate an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of death. If Mr. Baumann’s employment is terminated by reason of disability, we are obligated to pay him or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon Mr. Baumann’s termination of employment for cause or by reason of the executive’s voluntary resignation not for good reason, we must pay him the sum of $50,000 over a 12-month period.

If Mr. Baumann voluntarily resigns for “good reason” (as defined in his employment agreement) or upon our termination of his employment for any reason other than cause, we must (i) pay him, for a period of 24 months following termination, payments at the rate of his most recent annual base salary and annual target bonus, and (ii) provide him and/or his family with certain other benefits. We will continue to pay the premiums on certain insurance policies owned by Mr. Baumann until the earlier of his death or his attainment of age 65.

Mr. Baumann is subject to non-competition and non-solicitation agreements for 24 months following termination of his employment.

Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Baumann, our President and Chief Executive Officer, if his employment terminated and a change of control occurred on December 31, 2018, the last day of the fiscal year.



Compensation Component	CEO Voluntary Resignation ($)	CEO Resignation for Good Reason ($)	Company Termination Without Cause ($)	Company Termination for Cause ($)	Change in Control ($)
Compensation
Base salary	50,000(1)	1,600,000(2)	1,600,000(2)	50,000(1)	1,600,000(2)
Target cash incentive	—	1,200,000(2)	1,200,000(2)	—	1,200,000(2)
Restricted Stock Units-Accelerated	—	117,845(3)	117,845(3)	—	353,535(4)
Performance Share Units (annual cycles)-Accelerated	—	—	—	—	1,406,547(5)
Performance Share Units-Accelerated	—	—	—	—	353,535(6)
Benefits and Perquisites
Health Benefits	—	29,743(7)	29,743(7)	—	29,743(7)
Insurance funding	—	187,101(8)	187,101(8)	—	187,101(8)
Total	50,000	3,134,689	3,134,689	50,000	5,130,461


(1)	Payable as salary continuation for 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months.

(3)

Represents one-third of the value of RSUs granted on May 4, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. A pro rata portion of the RSUs is accelerated as a result of (i) the CEO's death or disability; (ii) the CEO's voluntary resignation for any reason at any time on or after attaining age 65; (iii) the CEO's resignation for good reason; or (iv) termination by us without cause. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).


(4)	Represents the value of RSUs granted on May 4, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. Vesting of all RSUs is accelerated upon the occurrence of a “change of control” under the LTIP and this Restricted Stock Unit Agreement. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

(5)

All rights with respect to any unpaid PSUs terminate if the CEO's employment terminates; provided, however, that 100% of these PSUs are accelerated and become payable as a result of (i) the CEO's death or disability; or (ii) the CEO's voluntary resignation after attaining age 65. In the event of a change in control prior to the end of a performance cycle, the performance period ends as of the date of the change in control, and the performance goals are measured through this date with appropriate adjustments to reflect the shortened performance period. The value is calculated by multiplying the closing price per share of our common stock on December 31, 2018 ($29.54) by the sum of the actual shares issued under the 2016-2018 PSU cycle plus the target shares issuable under the 2017-2019 cycle and the target shares issuable under the 2018-2020 PSU cycle.

(6)

All rights with respect to any unpaid PSUs terminate if the CEO's employment terminates; provided, however, that 100% of these PSUs are accelerated and become payable as a result of (i) the CEO's death or disability; or (ii) the CEO's voluntary resignation for any reason at any time on or after attaining age 65. In the event of a change in control prior to December 31, 2020, the performance period ends as of the date of the change in control, and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period. The value is calculated by multiplying the closing price per share of our common stock on December 31, 2018 ($29.54) by the PSUs granted on May 4, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020.


(7)	Estimated cost of health insurance coverage continuation for 18 months computed at current premium.


(8)	Estimated cost of certain life insurance policy payments computed based on 2018 premiums.

Potential Payments to Other Named Executive Officers

Each of our employment agreements with Messrs. Johnston, Klaisle, Ricchiuto and Toy is terminable by us for cause. If their employment is terminated by reason of their death, we are obligated to pay their respective estates an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of death. If the employment of Messrs. Johnston, Klaisle, Ricchiuto, or Toy is terminated by us because of the NEO's disability, we are obligated to pay the NEO or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon termination of the employment of Messrs. Johnston, Klaisle, Ricchiuto or Toy for cause or by reason of the executive’s voluntary resignation without good reason, we must pay the executive the sum of $50,000 over a 12-month period.

If Messrs. Johnston, Klaisle, Ricchiuto and Toy voluntarily resigns for “good reason” (as defined in the respective employment agreement) or upon our termination of their employment for any reason other than cause, we must (i) pay the executive, for a period of 24 months following termination, payments at the rate of the executive’s most recent annual base salary and annual target bonus, and (ii) provide the executive and/or his family with certain other benefits. Messrs. Johnston, Klaisle, Ricchiuto and Toy are subject to non-competition and non-solicitation agreements for 24 months following termination of their employment.

Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Johnston, an Executive Vice President and our Chief Financial Officer, if his employment terminated and a change of

control occurred on December 31, 2018, the last day of the fiscal year.



Compensation Component	NEO Voluntary Resignation ($)	NEO Resignation for Good Reason ($)	Company Termination Without Cause ($)	Company Termination for Cause ($)	Change in Control ($)
Compensation
Base salary	50,000(1)	1,000,000(2)	1,000,000(2)	50,000(1)	1,000,000(2)
Target cash incentive	—	500,000(2)	500,000(2)	—	500,000(2)
Restricted Stock Units-Accelerated	—	78,557(3)	78,557(3)	—	457,752(4)
Performance Share Units-Accelerated	—	—	—	—	527,437(5)
Benefits and Perquisites
Health Benefits	—	29,743(6)	29,743(6)	—	29,743(6)
Total	50,000	1,608,300	1,608,300	50,000	2,514,932


(1)	Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.

(3)

(4)

Represents the value of all outstanding RSUs, the vesting of which will be accelerated upon the occurrence of a “change of control” under the LTIP and the Restricted Share Unit Agreements. The value is comprised of (i) the closing price per share of our common stock on December 31, 2018 ($29.54) multiplied by 7,518 RSUs that are scheduled to vest on March 25, 2019; and (ii) the closing price ($29.54) multiplied by 7,978 RSUs granted on May 21, 2018 and made effective as of January 1, 2018.

(5)

All rights with respect to any unpaid PSUs terminate if the NEO's employment terminates; provided, however, that 100% of these PSUs are accelerated and become payable as a result of (i) the NEO's death or disability; or (ii) the CEO's voluntary resignation after attaining age 65. In the event of a change in control prior to the end of a performance cycle, the performance period ends as of the date of the change in control, and the performance goals are measured through this date with appropriate adjustments to reflect the shortened performance period. The value is calculated by multiplying the closing price per share of our common stock on December 31, 2018 ($29.54) by the sum of the actual shares issued under the 2016-2018 PSU cycle plus the target shares issuable under the 2017-2019 cycle and the target shares issuable under the 2018-2020 PSU cycle.


(6)	Estimated cost of health insurance coverage continuation for 18 months computed at current premium.

Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Klaisle, an Executive Vice President, if his employment terminated and a change of control occurred on December 31,

2018, the last day of the fiscal year.



Compensation Component	NEO Voluntary Resignation ($)	NEO Resignation for Good Reason ($)	Company Termination Without Cause ($)	Company Termination for Cause ($)	Change in Control ($)
Compensation
Base salary	50,000(1)	750,000(2)	750,000(2)	50,000(1)	750,000(2)
Target cash incentive	—	300,000(2)	300,000(2)	—	300,000(2)
Restricted Stock Units-Accelerated	78,557(3)	78,557(3)	78,557(3)	—	235,670(4)
Performance Share Units-Accelerated	—	—	—	—	292,682(5)
Benefits and Perquisites
Health Benefits	—	21,201(6)	21,201(6)	—	21,201(6)
Total	128,557	1,149,758	1,149,758	50,000	1,599,553


(1)	Payable as salary continuation over 12 months, subject to compliance with covenant not to solicit.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenant not to solicit.

(3)

Represents one-third of the value of RSUs granted on May 21, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. A pro rata portion of the RSUs is accelerated as a result of (i) the NEO's death or disability; (ii) the NEO's voluntary resignation for any reason at any time on or after attaining age 65; (iii) the NEO's resignation for good reason; or (iv) termination by us without cause. Because Mr. Klaisle has reached the age of 65 as of December 31, 2018, a pro rata portion of these RSUs will be accelerated upon the occurrence of his voluntary resignation under the LTIP and this Restricted Stock Unit Agreement. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).


(4)	Represents the value of RSUs granted on May 21, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. Vesting of 100% of these RSUs is accelerated upon the occurrence of a “change of control” under the LTIP and this Restricted Stock Unit Agreement. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

(5)


(6)	Estimated cost of health insurance coverage continuation for 18 months computed at current premium.

Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Ricchiuto, an Executive Vice President, if his employment terminated and a change of control occurred on December 31, 2018, the last day of the fiscal year.



Compensation Component	NEO Voluntary Resignation ($)	NEO Resignation for Good Reason ($)	Company Termination Without Cause ($)	Company Termination for Cause ($)	Change in Control ($)
Compensation
Base salary	50,000(1)	869,190(2)	869,190(2)	50,000(1)	869,190(2)
Target cash incentive	—	400,000(2)	400,000(2)	—	400,000(2)
Restricted Stock Units-Accelerated	—	78,557(3)	78,557(3)	—	235,670(4)
Career Restricted Stock Units-Accelerated		827,120(4)	827,120(4)	—	827,120(4)
Performance Share Units-Accelerated	—	—	—	—	351,615(5)
Benefits and Perquisites
Health Benefits	—	14,134(6)	14,134(6)	—	14,134(6)
Total	50,000	2,189,001	2,189,001	50,000	2,697,729


(1)	Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.

(3)

Represents one-third of the value of RSUs granted on May 21, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. A pro rata portion of the RSUs is accelerated as a result of (i) the NEO's death or disability; (ii) the NEO's voluntary resignation for any reason at any time on or after attaining age 65; (iii) the NEO's resignation for good reason; or (iv) termination by us without cause. In addition, 100% of these RSUs are accelerated upon the occurrence of a “change of control” under the LTIP and the Restricted Share Unit Agreements. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

(4)

Represents 100% of the value of career RSUs granted effective as of July 1, 2008, one-third of which vested on July 1, 2018 and the remaining 28,000 RSUs which vest in two equal installments on July 1, 2019 and July 1, 2020. A pro rata portion of the career RSUs is accelerated as a result of (i) termination by us without cause; (ii) the NEO's resignation for good reason; or (iii) the NEO's death or disability. This pro rata portion became 100% on the 10-year anniversary of the effective date, July 10, 2018. In addition, 100% of these RSUs are accelerated upon the occurrence of a “change of control” under the LTIP and the Restricted Share Unit Agreement, as amended. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

(5)


(6)	Estimated cost of health insurance coverage continuation through December 31, 2019 computed at current premium.

Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Toy, President of Commercial Operations, if his employment terminated and a change of control occurred on December 31, 2018, the last day of the fiscal year.



Compensation Component	NEO Voluntary Resignation ($)	NEO Resignation for Good Reason ($)	Company Termination Without Cause ($)	Company Termination for Cause ($)	Change in Control ($)
Compensation
Base salary	50,000(1)	1,100,000(2)	1,100,000(2)	50,000(1)	1,100,000(2)
Target cash incentive	—	500,000(2)	500,000(2)	—	500,000(2)
Restricted Stock Units-Accelerated	—	78,557(3)	78,557(3)	—	235,670(4)
Performance Share Units-Accelerated	—	—	—	—	504,366(5)
Benefits and Perquisites
Health Benefits	—	14,134(6)	14,134(6)	—	14,134(6)
Total	50,000	1,692,691	1,692,691	50,000	2,354,170


(1)	Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months.


(2)	Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months.

(3)


(4)	Represents the value of RSUs granted on May 21, 2018 and made effective as of January 1, 2018, all of which vest on December 31, 2020. Vesting of 100% of these RSUs is accelerated upon the occurrence of a “change of control” under the LTIP and this Restricted Stock Unit Agreement. Based on the closing price per share of our common stock on December 31, 2018 ($29.54).

(5)


(6)	Estimated cost of health insurance coverage continuation through December 31, 2019 computed at current premium.

NON-EMPLOYEE DIRECTOR COMPENSATION

The following table sets forth the compensation earned for services rendered to us for the fiscal year ending December 31, 2018 by our non-executive directors.

Non-Employee Director Compensation Table



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)	All Other Compensation ($)	Total ($)
Karen M. Garrison	117,500	125,000	—	—	242,500
Alice M. Peterson	48,722	85,000	—	—	133,722
Gregory A. Reid	72,958	85,000	—	—	157,958
Robert S. Roath	6,222	—	—	—	6,222
Wyman T. Roberts	79,473	85,000	—	—	164,473
Douglas R. Waggoner	75,000	85,000	—	—	160,000


(1)	Represents the aggregate grant date fair value computed in accordance with accounting rules.

Non-Employee Director Fees Earned or Paid in Cash

2018 directors’ fees paid in cash as stated below are paid only to directors who are not employees of our company.



Fee Category	Annual Rate($)
Annual Cash Retainer (exclusive of Chairman)	60,000
Chairman of the Board Service	95,000
Audit Committee Membership (exclusive of Chair)	10,000
Audit Committee Chair	30,000
Compensation Committee Membership (exclusive of Chair)	7,500
Compensation Committee Chair	17,500
Nominating and Corporate Governance Committee Membership (exclusive of Chair)	5,000
Nominating and Corporate Governance Committee Chair	15,000

Non-Employee Director Stock Grants

Messrs. Reid, Roberts and Waggoner and Ms. Peterson each received a fully vested stock grant of 2,328 shares of common stock on May 8, 2018 for their service as directors. Ms. Garrison received a grant of 3,424 shares of common stock on May 8, 2018 for her service as a director and Chairman of the Board.

Non-Employee Director Stock Ownership Requirements

On March 6, 2019, our Board adopted new non-employee director stock ownership requirements. Our non-employee directors are now required to hold common stock equal to three times their annual cash retainer, which was $60,000 in 2018. Assuming that these ownership requirements were in place retroactively during 2018, directors would be required to hold stock valued at $180,000 based on the average daily share price over the last 30 business days of our fiscal year, which was approximately $29.28. Accordingly, non-employee directors would have been expected to hold 6,147 shares of common stock as of December 31, 2018. Each non-employee director has three years from their date of appointment to the Board to achieve compliance with these stock ownership requirements. Information regarding shares held as a multiple of the annual cash retainer for existing directors who are nominated for reelection is set forth in the table below:



Non-Employee Director	Stock Ownership as of 12/31/18 (#)	Shares Held as a Multiple of Annual Cash Retainer
K. Garrison	58,026	9.4x
M. Peterson(1)	2,328	0.4x
G. Reid(2)	5,331	0.9x
W. Roberts	12,950	2.1x
D. Waggoner	12,950	2.1x


(1)	Became a member of our Board in March 2018 and has until March 2021 to meet her stock ownership requirement.


(2)	Became a member of our Board in May 2017 and has until May 2020 to meet his stock ownership requirement.

EQUITY COMPENSATION PLAN INFORMATION

This table provides information about our common stock subject to equity compensation plans as of December 31, 2018:

Equity Compensation Plan Information Table



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securities holders	380,300	__	940,529
Equity compensation plans not approved by securities holders	__	__	__
Total	380,300	__	940,529

If any stock award expires or otherwise terminates, in whole or in part, without having been exercised in full (or vested in the case of restricted stock), the stock not acquired under such stock award reverts to and again becomes available for issuance under the Plan. If any common stock acquired pursuant to the exercise of an option for any reason is repurchased by us under an unvested share repurchase option provided under the Plan, the stock repurchased by us under such repurchase option will revert to and again become available for issuance under the Plan. The foregoing notwithstanding, common stock that is withheld from an award to pay the exercise price with respect to such award or to pay a participant’s tax obligations with respect to an award shall not again be available for issuance under the Plan.

TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS

Our Board recognizes that related person transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and has determined that the Audit Committee is best suited to review and approve related person transactions. Our Audit Committee’s charter requires it to review, on an ongoing basis, related party transactions required to be disclosed in our public filings for potential conflict of interest situations and requires all such transactions to be approved by the committee or another independent body of the Board.

SECURITY OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock as of March 29, 2019, by:


•	each of the executive officers named in the “Summary Compensation Table” above;


•	each of our directors and nominees for director; and


•	all current directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 29, 2019, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder.

Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. This table also includes shares owned by a spouse as community property.

Percentage beneficially owned is based on 22,853,588 shares of common stock outstanding on March 29, 2019, and is calculated in accordance with SEC rules. Unless otherwise indicated, the address of each of the individuals named below is:

c/o SP Plus Corporation, 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702.



		Beneficial Ownership
Name	Current Shares Beneficially Owned(1)	Rights to Acquire Beneficial Ownership of Shares within 60 days(2)	Percent of Shares Beneficially Owned (%)
G Marc Baumann	47,322(3)	—	*
Vance C. Johnston	15,682(4)	—	*
Gerard M. Klaisle	25,947(5)	—	*
John Ricchiuto	16,660(6)	—	*
Robert M. Toy	17,399(7)	—	*
Karen M. Garrison	58,026(8)	—	*
Alice M. Peterson	2,328	—	*
Gregory A. Reid	5,331	—	*
Wyman T. Roberts	12,950	—	*
Douglas R. Waggoner	12,950	—	*
All current directors and executive officers as a group (11 persons)	242,260(9)	—	1.1


*	Less than 1.0% of the outstanding shares of common stock.


(1)	Except as otherwise noted and for shares held by a spouse and other members of the person’s immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated number of shares. Shares represented by restricted stock units cannot be voted at the Annual Meeting.


(2)	This column includes any shares that the person could acquire pursuant to our Long-Term Incentive Plan within 60 days of March 29, 2019.


(3)	Held jointly with Mr. Baumann’s wife. Does not include 11,968 RSUs that vest on December 31, 2020.


(4)	Does not include 7,978 RSUs that vest on December 31, 2020.


(5)	Does not include 7,978 RSUs that vest on December 31, 2020.


(6)	Held jointly with Mr. Ricchiuto’s wife. Does not include (i) 28,000 RSUs that will vest annually in two equal tranches commencing on July 1, 2019 and (ii) 7,978 RSUs that vest on December 31, 2020.


(7)	Does not include 7,978 RSUs that vest on December 31, 2020.


(8)	Held jointly with Ms. Garrison’s husband.


(9)	Does not include 71,880 RSUs held by executive officers that vest at various times over the next two years.

Change in Control

We are unaware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of our company.

Beneficial Ownership of More than Five Percent of Common Stock

The following table sets forth information regarding the beneficial ownership of our common stock as of March 29, 2019, by each person (or group of affiliated persons) who is known by us to own beneficially 5% or more of our common stock.



Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent Beneficially Owned (%)*
ArrowMark Colorado Holdings LLC	1,286,621(1)	5.6
100 Filmore Street, Suite 325
Denver, CO 80206
BlackRock, Inc.	1,694,634(2)	7.4
55 East 52nd Street
New York, NY 10055
Dimensional Fund Advisors LP	1,192,387(3)	5.2
Building One
6300 Bee Cave Road
Austin, TX 78746
The Vanguard Group, Inc.	1,398,221(4)	6.1
100 Vanguard Blvd.
Malvern, PA 19355
Wellington Management Group LLP	1,381,942(5)	6.0
280 Congress Street
Boston, MA 02210


*	Percentages based on 22,853,588 shares of common stock outstanding on March 29, 2019.


(1)	Based solely on information obtained from a Schedule 13G filed by ArrowMark Colorado Holdings LLC with the SEC on or about February 14, 2019. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in ArrowMark Colorado Holdings LLC’s Schedule 13G.


(2)	Based solely on information obtained from a Schedule 13G filed by BlackRock, Inc. with the SEC on or about February 6, 2019. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in BlackRock, Inc.’s Schedule 13G.


(3)	Based solely on information obtained from a Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on or about February 8, 2019. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Dimensional Fund Advisors LP’s Schedule 13G.


(4)	Based solely on information obtained from a Schedule 13G filed by Vanguard Group, Inc. with the SEC on or about February 11, 2019. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Vanguard Group, Inc.’s Schedule 13G.


(5)	Based solely on information obtained from a Schedule 13G filed by Wellington Management Group LLP with the SEC on or about February 12, 2019. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Wellington Management Group LLP’s Schedule 13G.

PROPOSAL NO. 2: ADVISORY VOTE ON THE 2018 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As noted in the preceding extensive and comprehensive discussion, executive compensation is an important matter both to us and, we believe, to our stockholders. At our 2018 annual meeting of stockholders, the affirmative vote of the holders of approximately 93.2% of the shares represented in person or by proxy and entitled to vote represented in person or by proxy and entitled to vote approved, by non-binding vote, the 2017 executive compensation of our named executive officers. In 2019 we are again seeking input from stockholders with this advisory vote on the 2018 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement in accordance with the executive compensation disclosure rules of the SEC.

The Compensation Committee has overseen the development and implementation of our executive compensation programs. We have designed our compensation programs to directly link a significant portion of the compensation of our named executive officers to defined performance standards that promote balance between the drive for near-term growth and long-term increase in stockholder value. The Compensation Committee also designed our compensation programs to attract, retain and motivate key executives who are essential to the implementation of our strategic growth and development strategy.

The Compensation Committee bases its executive compensation decisions on our core compensation principles, including the following:


•	incentivizing our executives to perform with stockholders’ interests in mind;


•	assembling and maintaining a senior leadership team with the skills necessary to successfully execute our business strategy, maintain our competitiveness, and continue increasing the long-term market value of our company; and


•	balancing awards earned for short-term results with awards earned for strategic decisions that we expect to sustain our long-term performance.

We believe that our existing compensation programs have been effective at motivating our key executives, including our named executive officers, to achieve superior performance and results for our company, effectively aligning compensation with performance results, giving our executives an ownership interest in our company so their interests are aligned with our stockholders, and enabling us to attract and retain talented executives whose services are in key demand in our industry and market sectors. Our 2018 compensation programs were built on the same general and conservative principles that we have historically followed.

With our core compensation principles in mind, the Compensation Committee took compensation actions in 2018 including the following:


•	continuing the Performance Share Program under which future equity awards will be earned by achieving established three-year free cash flow targets, making this program the primary vehicle for new equity awards for existing executive officers; and


•	placing more emphasis on variable pay (annual incentive) with respect to growth in executive compensation opportunity.

Compensation actions like those described above evidence our philosophy of aligning executive compensation with our performance and increasing long-term stockholder value. We will continue to design and implement our executive compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

Although this advisory vote on the compensation of our named executive officers is not binding on us, as provided by law, our Board or the Compensation Committee will review and consider the outcome of this advisory vote and, consistent with our record of stockholder engagement, will take it into account when making future compensation decisions for our named executive officers.

This non-binding advisory vote on the compensation of our named executive officers allows our stockholders to express their opinions about our executive compensation programs. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote is intended to provide our stockholders with the opportunity to approve, on an aggregate basis and in light of our corporate performance, the compensation program for our named executive officers as described in this Proxy Statement. The following resolution will be submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers listed in the 2018 Summary Compensation Table included in the proxy statement for the 2019 Annual Meeting, as such compensation is disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”

OUR BOARD RECOMMENDS A VOTE “FOR”

PROPOSAL NO. 2, THE ADVISORY (NON-BINDING) VOTE APPROVING 2018 NAMED EXECUTIVE OFFICER COMPENSATION.



PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At its meeting on March 6, 2019, the Board approved the Audit Committee’s recommendation to appoint Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2019. At the Annual Meeting, our stockholders will be asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. You may cast your vote in favor of or against this proposal, or you may elect to abstain from voting your shares.

We expect that one or more representatives of Ernst & Young LLP will be present at the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any appropriate questions.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 3, THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

AUDIT COMMITTEE DISCLOSURE

General

The Audit Committee of our Board is primarily responsible for the oversight of the quality and integrity of our accounting and reporting practices and controls, and our financial statements and reports; compliance with legal and regulatory requirements; the assessment of our independent registered public accounting firm’s qualifications and independence; and the performance of our internal audit function and independent registered public accounting firm. A complete description of the Audit Committee’s functions may be found in its charter, which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at www.spplus.com.

Principal Accounting Fees and Services

The Audit Committee, with the approval of the stockholders, engaged Ernst & Young LLP to perform an annual audit of our financial statements for the fiscal year ended December 31, 2018. The following table presents fees for professional services rendered by Ernst & Young LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2018 and December 31, 2017, the review of our interim consolidated financial statements for each quarter in the fiscal year 2018 and 2017 and for tax and all other services rendered by Ernst & Young LLP during these periods.



Type of Fee	2018		2017
Audit Fees(1)	$	2,114,000	$	1,874,000
Audit-Related Fees(2)	817,000		—
Tax Fees(3)	—		—
All Other Fees(4)	6,000		2,000
Total	$	2,937,000	$	1,876,000


(1)	Audit Fees include fees associated with the annual audit, including the audit of internal control, the reviews of our quarterly reports on Form 10-Q and audit services provided in connection with other regulatory or statutory filings in which we have engaged Ernst & Young LLP.


(2)	Audit-Related Fees include fees associated with due diligence in connection with completed and contemplated acquisitions and accounting consultations.


(3)	Tax Fees include fees associated with tax compliance including preparation, review and filing of tax returns and assistance with tax audits and appeals.


(4)	All Other Fees include fees associated with products and services (on-line research tools) provided by Ernst & Young LLP.

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of our Independent Registered Public Accounting Firm

Pursuant to our pre-approval policy and procedures, the Audit Committee was responsible for reviewing and approving, in advance, all audit services and permissible non-audit services or relationships between our company and our independent registered public accounting firm. The Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of our independent registered public accounting firm, and has established a policy concerning the pre-approval of services performed by our independent registered public accounting firm. Each proposed engagement not specifically identified by the SEC as impairing independence is evaluated for independence implications prior to entering into a contract with the independent registered public accounting firm for such services. The Audit Committee has approved in advance certain permitted services whose scope is consistent with maintaining registered public accounting firm independence.

We have been advised by Ernst & Young LLP that substantially all of the work done in conjunction with its 2018 audit of our financial statements for the most recently completed year was performed by permanent, full-time employees and partners of Ernst & Young LLP and affiliated entities. We have received confirmation and a letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communication with the Audit Committee concerning independence, and discussed with Ernst & Young LLP its independence.

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to our audited financial statements for the year ended December 31, 2018. The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Exchange Act except to the extent that we specifically incorporate such information by reference in such filing.

In connection with the financial statements for the fiscal year ended December 31, 2018, our Audit Committee has been focused on several topics, including:

(i) overseeing our Section 404 internal controls project, including a review and assessment of the scope, principles, plans, risk areas and budget for the project and direct discussions with our independent registered public accounting firm and our internal audit department;

(ii) reviewing and assessing our internal audit, controllership and finance functions;

(iii) reviewing our risk management efforts, including our insurance and our compliance and cyber-security programs and related investigations;

(iv) discussing with Ernst & Young LLP and management accounting topics, proposed rules of the Public Company Accounting Oversight Board, and a review of our critical accounting policies;

(v) monitoring the processes by which our Chief Executive Officer, Chief Financial Officer and Corporate Controller certify the information contained in our quarterly and annual filings;

(vi) reviewing and approving our policy regarding the retention of an independent registered public accounting firm and considering and approving such retentions as appropriate;

(vii) reviewing our approach toward establishing reserves;

(viii) reviewing and discussing with management each of our quarterly financial statements and our audited financial statements for 2018, and related issues and disclosure items, along with a discussion with Ernst & Young LLP of those matters identified by the Statement on Auditing Standards No. 61, as amended, (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T regarding “Communication with Audit Committees”; and

(ix) receiving and reviewing the written disclosures and the letter from Ernst & Young LLP, as required by the Public Company Accounting Oversight Board, regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and discussing with Ernst & Young LLP its independence from our company.

As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board approved, the inclusion of our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC and presentation to our stockholders. The Audit Committee also recommended that Ernst & Young LLP be re-appointed as our independent public accounting firm to serve for the 2019 fiscal year, and that the Board submit this appointment to our stockholders for approval.

THE AUDIT COMMITTEE

Alice M. Peterson (Chair)

Gregory A. Reid

Douglas R. Waggoner

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our equity securities to file with the SEC initial reports of beneficial ownership of the common stock and reports of changes in their beneficial ownership and to furnish us with copies of those reports. As a matter of practice, our company’s administrative staff assists its executive officers and directors in preparing initial reports of ownership and reports of changes in ownership and filing such reports with the SEC.

To our knowledge, based solely upon a review of copies of reports furnished to us or written representations from certain reporting persons, we believe that during 2018, all Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders were met in a timely manner, except for the following individuals:


•	Hector O. Chevalier, Thomas L. Hagerman, Vance C. Johnston, John Ricchiuto, Robert N. Sacks and Robert M. Toy each filed one Form 4 late, each of which covered one transaction; and


•	G Marc Baumann and Gerard M. Klaisle both filed two Form 4s late, all of which covered a single transaction.

INCORPORATION BY REFERENCE

To the extent that this Proxy Statement is incorporated by reference into any other filing under the Securities Act or the Exchange Act, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Report of the Compensation Committee” will not be deemed incorporated, unless specifically provided otherwise in that other filing.

THE BOARD OF DIRECTORS

SP PLUS CORPORATION

Chicago, April 5, 2019

APPENDIX A
SP PLUS CORPORATION RECONCILIATIONS

RECONCILIATION OF NET INCOME ATTRIBUTED TO SP PLUS TO ADJUSTED NET INCOME

ATTRIBUTABLE TO SP PLUS AND ADJUSTED NET INCOME PER SHARE

(millions, except for share and per share data, unaudited)



	Year Ended December 31,
	2018			2017
Net income attributable to SP Plus, as reported	$	53.2		$	41.2
Add: Non-routine structural and other repairs	—			0.1
Add: Restructuring, merger and integration costs	8.0			1.3
Subtract: Bags operating income	(1.3		)	—
Add: Incremental interest cost	1.0			—
Add (subtract): Pre-tax income related to asset sales or dispositions	0.1			(8.5		)
Add (subtract): (Gain)/loss on sale of a business	—			(0.1		)
Add: Equity in losses (income) from investment in unconsolidated entity	(10.1		)	0.7
Net tax effect of adjustments	0.6			2.7
Add (subtract): Non-routine income tax	1.3			0.8
Other, rounding	—			—
Adjusted net income attributable to SP Plus	$	52.8		$	38.2
Net income per share, as reported
Basic	$	2.38		$	1.86
Diluted	$	2.35		$	1.83
Adjusted net income per share
Basic	$	2.36		$	1.72
Diluted	$	2.34		$	1.7
Weighted average shares outstanding
Basic	22,394,542			22,195,350
Diluted	22,607,223			22,508,288

A-1

SP PLUS CORPORATION

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SP PLUS TO EBITDA, ADJUSTED EBITDA

(millions, unaudited)



	Year Ended December 31,
	2018			2017
Net income attributable to SP Plus, as reported	$	53.2		$	41.2
Add (subtract):
Income tax expense	19.6			27.7
Interest expense, net	9.2			8.6
Gain on sale of a business	—			(0.1		)
Equity in losses (income) from investment in unconsolidated entity	(10.1		)	0.7
Depreciation and amortization expense	17.9			21.0
Other, rounding	—			0.1
Earnings before interest, taxes, depreciation and amortization (EBITDA)	$	89.8		$	99.2
Add: Non-routine structural and other repairs	—			0.1
Add: Restructuring, merger and integration costs	8.0			1.3
Subtract: Bags EBITDA	(2.2		)	—
Add (subtract): EBITDA related to asset sales or dispositions	0.1			(8.5		)
Other, rounding	—			—
Adjusted EBITDA	$	95.7		$	92.1

A-2

SP PLUS CORPORATION

RECONCILIATION OF FREE CASH FLOW

(millions, unaudited)



	Year Ended December 31,
	2018			2017
Net cash provided by operating activities	$	70.9		$	45.2
Net cash (used in) provided by investing activities	(268.4		)	2.3
plus: Acquisition of business, net of cash acquired	277.9			—
less: Proceeds from sale of business or equity method investee's sale of assets, net (a)	(14.1		)	(5.0		)
Distribution to noncontrolling interest	(3.3		)	(3.2		)
Effect of exchange rate changes on cash and cash equivalents	(0.6		)	0.3
Other, rounding	(0.2		)	0.1
Free cash flow	$	62.2		$	39.7

SP PLUS CORPORATION

RECONCILIATION OF ADJUSTED GROSS PROFIT AND ADJUSTED G&A

(millions, unaudited)



	Year Ended December 31,
	2018			2017
Gross profit
Gross profit, as reported	$	184.0		$	185.3
Add: Non-routine structural repairs and other	—			0.1
Add (subtract): Gross profit related to asset sales or dispositions	0.1			(8.6		)
Subtract: Bags gross profit	(3.4		)	—
Other, rounding	—			0.1
Adjusted gross profit	$	180.7		$	176.9

General and administrative expenses
General and administrative expenses, as reported	$	91.0		$	82.9
Subtract: Restructuring, merger and integration costs	(8.0		)	(1.3		)
Subtract: G&A related to asset sales or dispositions	—			(0.1		)
Subtract: Bags G&A	(1.2		)	—
Other, rounding	—			0.1
Adjusted G&A	$	81.8		$	81.6

A-3

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