Robert E. Knowling, Jr.

About Robert E. Knowling, Jr.

Independent director of CECO Environmental since 2022; age 69. He chairs Eagles Landing Partners and brings turnaround and growth leadership from CEO roles at Telwares, SimDesk Technologies, New York City Leadership Academy, and Covad Communications, plus significant public board experience. At CECO, he chairs the Mergers & Acquisitions Committee and serves on the Compensation Committee. The Board identifies him as an independent director.

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Chair, Mergers & Acquisitions Committee; Member, Compensation Committee. Committee meetings in 2024: M&A (5), Compensation (6), Audit (7), Nominations & Governance (3).
• Independence: Board states all directors except the CEO are independent; Knowling is marked independent in the director table.
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; in 2023, directors attended 100% of meetings (during each director’s tenure).
• Leadership structure: Separate Chair (DeZwirek) and CEO (Gleason); independent committee composition; regular executive sessions.
• Director stock ownership guideline: 5× annual cash retainer ($62k → $310k value); all non-management directors met the requirement as of Dec 31, 2024. In 2023, Ms. Siegel and Mr. Knowling were still within the five-year compliance window.
• Trading/hedging: Insider Trading Policy prohibits hedging and pledging of company stock for directors and employees.
• Related-party transactions: None >$120,000 since Jan 1, 2024; Audit Committee reviews any such matters.
• Board service cap: Without prior Board approval, no director may serve on more than four public company boards (including CECO).

Fixed Compensation

• 2024 Director Compensation Schedule (non-management directors):

  • Annual cash retainer: $62,000; Annual equity retainer: $140,000 RSUs
  • Chair supplements: Board ($100,000), Audit ($30,000), Compensation ($20,000), M&A ($15,000), Nominations & Governance ($15,000)
  • Audit Committee member supplement: $5,000; RSUs granted in May 2024: 5,712 per non-management director; RSUs vest in one year.

• 2024 Actual for Robert E. Knowling, Jr.:

  Component	Amount ($)
  Fees Earned (Cash)	77,000
  Stock Awards (Grant-Date Fair Value)	140,001
  Total	217,001

• Equity grant details and deferral:

  • Unvested RSUs at 12/31/2024: 5,712
  • Elected to defer 100% of equity compensation under Deferred Compensation Plan for Non-Employee Directors; deferred stock units settle in shares upon separation from service.

Performance Compensation

Directors are paid via cash retainers and time-based RSUs, but as Compensation Committee member (and past chair in 2023), Knowling oversees executive incentive structures and metrics. Key 2024 metrics:

• 2024 Annual Incentive Program (company-wide for NEOs)

  Performance Measures ($ in millions)	Weight (%)	Threshold ($)	Target ($)	Maximum ($)	Actual Achievement ($)	Earned (%)
  Revenue	50	575.0	600.0	625.0	557.9	0%
  Adjusted EBITDA	50	62.0	67.0	72.0	62.8	79%
  Total Payout	—	—	—	—	—	40%

• 2024–2026 PRSU (Relative TSR) Framework

  Performance Level	Relative TSR Percentile	% of Target PRSUs Earned
  Below Threshold	<25th	0%
  Threshold	25th	50%
  Target	50th	100%
  Maximum	≥75th	200%
  Note: If absolute TSR is negative, payout capped at 100% even if relative performance is higher.

Other Directorships & Interlocks

• Board service cap policy: Without prior approval, no director may serve on >4 public boards (including CECO). The proxy lists Knowling’s other roles; CECO does not disclose any interlocks or related-party dealings tied to his outside affiliations.

Expertise & Qualifications

• Executive management and leadership in high-growth and turnaround contexts; extensive M&A exposure; governance best practices from multi-company board service.
• CECO’s Board emphasizes diversity of skills (M&A 100%, International 100%, Executive 100% across the Board), aligning with Knowling’s profile.

Equity Ownership

• Beneficial Ownership (as of March 25, 2025): 24,873 shares; less than 1% of outstanding. Includes 8,299 RSUs that vested on June 6, 2024 and 5,712 RSUs vesting May 20, 2025 deferred under the director deferred compensation plan (present right to acquire counted). Total shares outstanding: 35,217,001.
• Prior Beneficial Ownership (as of March 15, 2024): 10,862 shares; less than 1%.
• Hedging/pledging: Prohibited by policy.
• Director stock ownership guideline: 5× cash retainer; compliance achieved by all non-management directors as of 12/31/2024.

Governance Assessment

• Committee leadership and engagement: As M&A Chair, Knowling helped oversee five committee meetings in 2024 and strategic portfolio actions (e.g., transactions discussed in proxy letter). Compensation Committee membership supports robust pay-for-performance oversight (40% payout on 2024 plan; multi-year TSR PRSUs).
• Independence and attendance: Independent status maintained; attendance at least 75% in 2024 and 100% in 2023 indicates high engagement.
• Alignment: Deferred 100% of equity compensation (DSUs), strong director ownership guideline (5× retainer), and prohibitions on hedging/pledging support investor alignment.
• Shareholder signaling: High say‑on‑pay support (≈98% in 2024) suggests investor confidence in compensation governance Knowling helped oversee.
• Controls and audit oversight context: Auditor changed to Deloitte in 2025; material weaknesses identified in 2023 were remediated in 2024 under Audit Committee oversight — positive governance trajectory.
• Conflicts: CECO reports no related-party transactions >$120,000 since Jan 1, 2024; Audit Committee reviews potential conflicts, reducing risk of related-party exposure.

RED FLAGS: None disclosed specific to Knowling. Monitoring items include multi-board workload against CECO’s public board cap policy and continued oversight of incentive metric rigor (e.g., 2024 threshold/target settings) to avoid pay drift.