AIRM Air Methods Corp.

The Board of Directors of Air Methods Corporation, a Delaware corporation (the “Company”), is soliciting the enclosed proxy for use at our Annual Meeting to be held on Wednesday, May 20, 2015, beginning at 8:00 a.m., Mountain Time, at The Ritz-Carlton, Denver, located at 1881 Curtis Street, Denver, Colorado 80202, and at any time and date to which the Annual Meeting may be properly adjourned or postponed. This proxy statement and the accompanying Notice of Annual

Meeting of Stockholders describe the purpose of the Annual Meeting. Distribution of these proxy solicitation materials is scheduled to begin on or about April 22, 2015. The proxy statement, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and proxy card are also available on our website www.airmethods.com under the “Investors” tab. The contents of our website are not incorporated by reference into this document for any purpose.

Why am I receiving this proxy statement and proxy card?
You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares on the proposals described below at the Annual Meeting. This proxy statement describes issues on which we would like you to vote on at our Annual Meeting. It also provides you with information on these issues so that you may make an informed decision on the proposals to be voted on at the Annual Meeting.

What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will vote on the following four items of business:

You will also vote on such other matters as may properly come before the meeting or any postponement or adjournment thereof.

What are the recommendations of the Board of Directors?

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

What shares are entitled to vote?
As of April 10, 2015, the record date for the Annual Meeting, we had 39,263,952 shares of common stock outstanding. Each share of our common stock outstanding on the record date is entitled to one vote on each item being voted on at the Annual Meeting. You can vote all of the shares that you owned on the record date. These shares include: (1) shares held directly in your name as the

stockholder of record and (2) shares held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most stockholders hold their shares through a broker, bank or other holder of record rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a brokerage account, by a bank, or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you from that holder together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote and are also invited to attend the Annual Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, bank or other nominee has enclosed or provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your shares.

Who may attend the Annual Meeting?
All stockholders as of the record date, or their duly appointed proxies, and beneficial owners may attend the Annual Meeting. If you are a beneficial owner and not a stockholder of record, you should provide proof of beneficial ownership on the record date, such as your most recent account statement as of April 10, 2015, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. Registration and seating will begin at 7:30 a.m., Mountain Time. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

How may I vote my shares in person at the Annual Meeting?
Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares for which are the beneficial owner may be voted in person

only if you obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the Annual Meeting as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

How may I vote my shares without attending the Annual Meeting?
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, bank or other nominee. For directions on how to vote, please refer to the instructions included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, bank or other nominee.

May I change my vote or revoke my proxy after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the Annual Meeting by: (1) delivering a written notice of your revocation to our corporate secretary at our principal executive office, 7211 South Peoria Street, Englewood, Colorado 80112 or (2) executing and delivering a later dated proxy. In addition, the powers of the proxy holders will be suspended if you attend the Annual Meeting in person and so request, although attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

What is a broker non-vote?
If you are a beneficial owner whose shares are held of record by a broker, bank or other nominee and you do not provide voting instructions to such broker, bank or other nominee, your shares will not be voted on any proposal on which the broker, bank or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” Your broker, bank or other nominee only has discretionary authority to vote on Proposal Two (Ratification of KPMG LLP). Therefore, your broker, bank or other nominee will not have discretion to vote on Proposals One, Three or Four unless you specifically instruct them on how to vote your shares by returning your completed and signed voting instruction card.

What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders of one-third of the shares of our common stock outstanding as of the record date will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or

postponement of the meeting). If you submit a properly executed proxy card, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes will be counted for purposes of determining the presence of a quorum at the Annual Meeting.

What vote is required to approve each item?

What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold shares registered in more than one name or brokerage account. You should sign and return all proxies for each proxy card that you receive in order to ensure that all of your shares are voted.

Who will count the proxy votes?
Votes will be counted by our transfer agent, American Stock Transfer & Trust Company.

Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will file with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K containing the final voting results within four business days of the Annual Meeting or, if final results are not available at that time, within four business days of the date on which final voting results become available.

How will voting on any other business be conducted?
We do not expect any matters to be presented for a vote at the Annual Meeting other than the matters described in this proxy statement. If you grant a proxy, either of the officers named as proxy holder, Aaron D. Todd or Crystal L. Gordon or their nominee(s) or substitute(s), will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the Annual Meeting. If a nominee is not available as a candidate for Class III director, the person named as the proxy holder will vote your proxy for another candidate nominated by our Board of Directors.

What rights of appraisal or similar rights of dissenters do I have with respect to any matter to be acted upon at the meeting?
No action is proposed herein for which the laws of the State of Delaware or our bylaws provide a right to our stockholders to dissent and obtain appraisal of, or payment for, such stockholders’ common stock.

The Company will furnish a copy of any exhibit to the Form 10-K to any stockholder upon payment of the Company’s reasonable expenses in furnishing such exhibit(s). Interested parties may request a copy of

any exhibit to the Form 10-K from the Secretary of the Company at the Company’s principal offices, 7211 South Peoria Street, Englewood, Colorado 80112.

Our Board of Directors currently is comprised of eleven directors, divided among three classes, with three directors in Class I, four directors in Class II, and four directors in Class III. Class I directors hold office for a term expiring at the 2016 Annual Meeting; Class II directors hold office for a term expiring at the 2017 Annual Meeting; and Class III directors’ term will expire at the 2015 Annual Meeting to be held on May 20, 2015.

Our Board of Directors has nominated Ralph J. Bernstein, Mark D. Carleton, and Claire M. Gulmi to serve as the Class III directors for three-year terms expiring at the Annual Meeting in the year 2018 or until their successors have been duly elected and qualified, or until the earlier of their respective deaths, resignations

or retirement. Dr. Lowell Miller, who has served on our Board since 1990, notified the Board of his intention to retire immediately before the 2015 Annual Meeting. Upon Dr. Miller’s retirement, the number of members of our Board of Directors will automatically decrease from eleven directors to ten directors, divided among three classes, with three directors in Class I, four directors in Class II, and three directors in Class III.

The principal occupation and certain other information regarding the nominees and the other directors whose terms of office will continue after the Annual Meeting, can be found beginning on page 5. Information about the share ownership of the nominees and other directors can be found beginning on page 37.

Assuming the presence of a quorum and subject to our Uncontested Elections Policy, the three persons receiving the highest number of “FOR” votes from stockholders in the election of directors at the Annual Meeting will be elected. Cumulative voting is not permitted in the election of directors. Consequently, each stockholder is entitled

to one vote for each share of common stock held in the stockholder’s name. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board of Directors may propose.

Mr. GEORGE W. BELSEY has served on the Board of Directors since December 1992, including serving as the Board’s Chairman from April 1994 to October 2011. Mr. Belsey was appointed Chief Executive Officer of the Company effective in June 1994, and served in that capacity until July 2003, and thereafter provided consulting services to the Company pursuant to the terms of his Consulting Agreement which terminated in 2008. Mr. Belsey previously served in various executive and administrative positions at the American Hospital Association and at a number of hospitals. He received his Bachelor’s Degree in Economics from DePauw University in Greencastle, Indiana, and holds a Master’s Degree in Business Administration from George Washington University, Washington, D.C.

Mr. C. DAVID KIKUMOTO has served on the Board of Directors since June 2004. Mr. Kikumoto is the cofounder and Chief Executive Officer of Denver Management Advisors. From 1999 to 2000, Mr. Kikumoto was President and Vice Chairman of Anthem Blue Cross and Blue Shield, Colorado and Nevada, and from 1987 to 1999, served in several roles, including Chief Executive Officer of Blue Cross and Blue Shield of Colorado, Nevada and New Mexico. He received his Bachelor of Science degree in accounting

from the University of Utah, pursued graduate studies at the University of Utah, and graduated from the Executive Development Program at the University of Chicago.

Major General CARL H. MCNAIR, JR., USA (Ret.) has served on the Board of Directors since March 1996. In April 1999, General McNair retired from his position as Corporate Vice President and President, Enterprise Management, for DynCorp, a technical and professional services company headquartered in Reston, Virginia, where he was responsible for the company’s core businesses in facility management, marine operations, test and evaluation, administration and security, and biotechnology and health services. He then served as Special Assistant, Government Relations and Legislative Affairs to the CEO of DynCorp until 2003 when DynCorp was acquired by Computer Sciences Corporation. He continued service in the corporate offices of Computer Sciences Corporation until 2010.

During his more than three decades of military service, General McNair held many high level command and staff positions in Army Research, Development and Acquisition, as well as extensive aviation experience in the development and operation of both rotary and fixed wing aircraft, which led to his command of the United States

Army Aviation Center and service as the first Chief of the Army Aviation Branch. General McNair currently serves on multiple non-profit boards, including, without limitation, the boards of Easter Seals, the Army Historical Foundation and the Army Aviation Association of America.

General McNair has a Bachelor of Science degree in Engineering from the U.S. Military Academy at West Point, a Bachelor’s degree and Master’s degree in Aerospace Engineering from the Georgia Institute of Technology, and a Master of Science degree in Public Administration from Shippensburg University.

Dr. JOHN J. CONNOLLY has served on the Board since May 2012. He is the President and CEO of Castle Connolly Medical Ltd., publisher of America’s Top Doctors and other consumer guides to help people find the best health care. Dr. Connolly previously served as President of New York Medical College, the nation’s second largest private medical college, for more than ten years. He is a Fellow of the New York Academy of Medicine, a Fellow of the New York Academy of Sciences, a Director of the Northeast Business Group on Health, a member of the President’s Council of the United Hospital Fund. Founder and past Chairman of the American Lyme Disease Foundation. Dr. Connolly additionally serves on the following Boards: Baker & Taylor Inc.; Dearborn Risk Management; and Advisory Board, The Hudson Group.

Mr. JEFFREY A. DORSEY has served on the Board since May 2012. He began his career at Portsmouth General Hospital in 1972. Following work as a senior administrator at Virginia Beach General Hospital, Mr. Dorsey joined Hospital Corporation of America (HCA) in 1980 and worked for them as an Administrator in Terre Haute, Indiana, Riyadh, Saudi Arabia, Emporia, Kansas and Denver, Colorado where in 1995 he helped form and served as President and Chief Executive Officer of HealthONE LLC. Mr. Dorsey most recently served as the President and Chief Executive Officer of the HCA Continental Division, including operations in Oklahoma, Kansas, and HCA-HealthONE LLC, the largest healthcare system in the metro-Denver area with 8,500 employees and 3,000-affiliated physicians.

Mr. MORAD TAHBAZ has served on the Board of Directors since February 1994. He is a co-founder and General Partner of Americas Partners, an investment firm. Additionally, Mr. Tahbaz is the founder and a partner of M.T. Capital, L.L.C., an investment company for real estate and private equity transactions. Mr. Tahbaz received his Bachelor’s degree in Philosophy and Fine Arts from Colgate University and attended the Institute for Architecture and Urban Studies in New York City. He holds a Master’s degree in Business Administration from Columbia University Graduate School of Business.

Mr. AARON D. TODD has served on the Board of Directors since June 2002 and as Chief Executive Officer since July 2003. He joined the Company as Chief Financial Officer in July of 1995 and was appointed Secretary and Treasurer during that same year. Mr. Todd holds a Bachelor of Science degree in Accounting from Brigham Young University.

Mr. RALPH J. BERNSTEIN has served on the Board of Directors since February 1994. He is the co-founder and General Partner of Bernstein Capital, LLC. Prior to forming Bernstein Capital, LLC, Mr. Bernstein was the managing partner of Americas Partners and Americas Tower Partners. He holds a Bachelor of Arts Degree in Economics from the University of California at Davis.

Mr. MARK D. CARLETON has served on the Board of Directors since August 2008 and has been a Senior Vice President at Liberty Media Corporation since December 2003. His primary responsibilities include corporate development and oversight of Liberty’s technology, music, telecom, satellite and sports interests. Prior to joining Liberty Media Corporation, Mark was a partner at KPMG LLP, where he had overall responsibility for the communications sector. Mr. Carleton was also a member of KPMG LLP’s Board of Directors. Mr. Carleton received a Bachelor of Science degree in Accounting from Colorado State University, where he currently is a member of the College of Business Global Leadership Council. He also is a member of the University of Colorado Sports and Entertainment Advisory Council. In addition, Mr. Carleton was the Executive in Residence at the Colorado State University Business School for the 2011-2012 school year. Mr. Carleton also serves on the Board of Directors for Junior Achievement-Rocky Mountain, Inc.

CLAIRE M. GULMI has served on the Board of Directors since March 2015.

Ms. Gulmi is a seasoned health care executive and has served since 1994 as the Chief Financial Officer of AmSurg Corp., a nationally recognized leader in development, management and operation of outpatient surgery centers. During her tenure with AmSurg Corp. she also served as the Executive Vice President since 2006 and Secretary since 1997. Prior to her appointment as Executive Vice President with AmSurg Corp., Ms. Gulmi served as a Senior Vice President from 1997 to 2006 and as a Vice President from 1994 through 1997. Ms. Gulmi has a BBA in Accounting and Finance from Belmont University.

Mr. MICHAEL D. ALLEN was named President, Domestic Air Medical Services in August 2012. Mr. Allen has been with Air Methods since 1992 and served in several positions including line pilot, safety representative, aviation site manager, training captain/check airman, operations manager and Senior Vice President. As the President, Domestic Air Medical Services Mr. Allen has responsibility and oversight of all business, aviation, maintenance, clinical and dispatch operations supporting 280 air medical base sites with over 3,350 employees and more than 400 aircraft. Prior to joining the Company Mr. Allen worked for Petroleum Helicopters, Inc. and served in the US Army. During his more than five years of service in the US Army, Mr. Allen served in Germany as an aero scout pilot and as a maintenance test pilot. Mr. Allen graduated from Portland State University with a BS in Mathematics.

Mr. TRENT J. CARMAN joined the Company in April 2003 and is the Chief Financial Officer and Treasurer. Prior to joining the Company, Mr. Carman served as Chief Financial Officer of StorNet, Inc. from January 2000 until April 2003, and served in various capacities including Senior Vice President and Chief Financial Officer for United Artists Theatre Circuit, Inc., from June 1992 until January 2000. Mr. Carman received his Bachelor of Science degree in Accounting from Utah State University and holds a Master’s degree in Business Administration-Finance from Indiana University.

Mr. DAVID M. DOERR joined the Company as Executive Vice President, Business Development in October 2013. Prior to joining the Company, Mr. Doerr had obtained more than 20 years of experience including over 17 years in the healthcare industry in financial, operational and general management positions. Prior to joining Air Methods Corporation, Mr. Doerr served as Vice President of Global Business Development for Gambro AB, a Swedish healthcare company where he also served in various senior management roles in finance, operations and business development. Prior to Gambro, Mr. Doerr worked for PricewaterhouseCoopers within its audit and assurance practice. David received his Bachelor of Science, Accounting, with distinction – from Indiana University School of Business in May 1992 and his CPA in 1993.

Ms. CRYSTAL L. GORDON was appointed as General Counsel, Corporate Secretary and Senior Vice President of the Company in 2012. Prior to her appointment, Ms. Gordon was the Vice President and Associate General Counsel of the Company. Before joining the Company in April 2011, Ms. Gordon was with Davis Graham & Stubbs LLP in Denver, Colorado focusing on mergers and acquisitions, securities offerings, SEC compliance matters, and corporate governance. Ms. Gordon received her law degree from the University of Denver, and received her Bachelor of Science degree in Biology from Santa Clara University. Prior to attending law school, Ms. Gordon worked as a compliance associate with a boutique investment advisory firm in Northern California.

The core responsibility of the Company’s Board is to exercise its business judgment to act in what it reasonably believes to be in the best interests of the Company and its stockholders. Further, members of the Board fulfill their responsibilities consistent with their fiduciary duty to the stockholders, and in compliance with all applicable laws and regulations. The primary responsibilities of the Board-include:

Corporate Governance Guidelines &
Uncontested Elections Policy

In fulfilling such responsibilities, the Board is guided by the principles set forth in the Corporate Governance Guidelines, a copy of which is available on our website www.airmethods.com under the “Investors” tab. The Corporate Governance Guidelines were adopted by the Board in May 2010. To ensure sound corporate governance practices, the Board regularly reviews the governance practices set forth in the Corporate Governance Guidelines, as well as Delaware law (the state in which we are incorporated) and the listing standards of The NASDAQ^® Stock Market, and SEC regulations. The Board also considers best practices suggested by recognized corporate governance authorities.

In an effort to continue to demonstrate good governance, in 2014 the Board approved revisions to the Corporate Governance Guidelines to include an Uncontested Elections Policy (the “Policy”), which is set forth in Section 2(h) of the Corporate Governance Guidelines. Under

the Policy, any nominee for director in an uncontested election who receives a greater number of “withhold” votes than “for” votes will submit to the Board a letter of resignation for consideration by the nominating and corporate governance committee. The nominating and corporate governance committee will promptly consider the tendered resignation and will recommend to the Board whether or not to accept the tendered resignation or to take other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the “withhold” votes in a different way.

In making this recommendation, the nominating and corporate governance committee will consider all factors deemed relevant by its members. These factors may include the underlying reasons for stockholders’ withholding of votes from such director nominee (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, whether the Company will remain in compliance with applicable laws, rules, regulations and governing documents if it accepts the resignation and, generally, whether or not accepting the resignation is in the best interests of the Company and our stockholders. In considering the nominating and corporate governance committee’s recommendation, the Board will take into account the factors considered by the nominating and corporate governance committee and such additional information and factors as the Board believes to be relevant.

Code of Business Conduct for Members
of the Board of Directors

The Board also performs its responsibilities in accordance with the Code of Business Conduct for Members of the Board of Directors adopted on November 2, 2011 (the “Director Code of Conduct”). A copy of the Director Code of Conduct is available on our website www.airmethods. com under the “Investors” tab.

The Board separated the positions of Chairman and Chief Executive Officer in July 2003. Maintaining separate positions allows our Chief Executive Officer to focus on developing and implementing the Company’s business

plans and supervising the Company’s day-to-day business operations and allows our Chairman to lead the Board in its oversight and advisory roles. Because of the many responsibilities of the Board and the significant time and

effort required by each of the Chairman and the Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Board also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability of management. At this time, the Board has determined for the foregoing

reasons that its leadership structure is appropriate and in the best interests of the Company’s stockholders. The Company will continue to periodically evaluate whether this leadership structure best serves the Company and its stockholders.

The Board of Directors regularly holds executive sessions with directors who are all independent, as defined under applicable NASDAQ^® rules and regulations.

Our Board, together with our named executive officers, oversees the management of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight role by reviewing the operations of the Company’s business and corporate functions and addressing the primary risks associated therewith. The Board has delegated certain responsibilities to the finance and strategic planning committee and the audit committee, including, among other things, reviewing the risks associated with the Company’s strategic plan, discussing policies with management regarding financial risk assessment and enterprise risk management, developing guidelines to govern the process by which major financial and accounting risk assessment is undertaken by the Company, identifying the primary risks to the Company’s business and interim updates of those risks, and monitoring and evaluating the primary risks associated with particular business units and functions.

In an effort to continue appropriately monitoring and understanding the Company’s risks, in 2012, the Board formed the health care affairs committee, which is a subcommittee of the finance and strategic planning committee. The health care affairs committee is comprised

of Board members with a strong background in health care. The health care affairs committee focuses on health care matters impacting the Company, including the Company’s health care compliance efforts. Since the formation of the health care affairs committee, the committee has focused on, among other things, the Company’s health care compliance plan and management of risks related to health care.

In performing such functions, the audit committee, the finance and strategic planning committee, and the health care affairs committee have full access to management, as well as the ability to engage advisors. The foregoing committees provide reports to the Board regarding the risk areas identified above. In addition, the compensation and stock option committee and the nominating and corporate governance committee address relevant risks during their respective meetings. The Board believes that the work undertaken by the audit committee, the finance and strategic planning committee and the health care affairs committee, together with the work of the full Board, the other committees, and our named executive officers, enables the Board to effectively oversee the Company’s risk management.

Currently, the Company’s Board has eleven members. The Board has determined that ten of those eleven directors, namely Chairman Kikumoto, Ms. Gulmi, Drs. Connolly and Miller and Messrs. Belsey, Bernstein, Dorsey, Carleton, McNair, and Tahbaz, satisfy The NASDAQ^® Stock Market standard for director independence. The Board has determined that Mr. Todd, as our Chief Executive Officer is not independent under The NASDAQ^® Stock Market standard for director independence.

The Board held 4 meetings in 2014. Each director attended 100% of the Board meetings during 2014 (during the period for which such person was a director) and 100% of the committee meetings on which each director served (during the period for which such person was a member of such committee). Four members of the Board attended the Company’s 2014 Annual Meeting. The Board does not have a policy for Board member attendance at the Company’s annual meetings.

Our Board conducts its business through meetings of the Board and through activities of the standing committees, as further described below. The Board and each of the standing committees meets throughout the year on a set schedule and also holds special meetings and acts by written consent from time to time, as appropriate. Board agendas include regularly scheduled executive sessions

of the independent directors to meet without the presence of management. The Board has delegated various responsibilities and authority to different committees of the Board, as described below. Members of the Board have access to all of our members of management outside of Board meetings.

The Board has established an audit committee, finance and strategic planning committee, compensation and stock option committee and a nominating and corporate governance committee. Each of the committees regularly report on their activities and actions to the full Board.

The charters for the audit committee, the compensation and stock option committee, and the nominating and corporate governance committee are available on the Company’s website at www.airmethods.com.

The audit committee, which met 5 times during 2014, currently consists of Messrs. McNair (Chairman) and Carleton, Dr. Connolly, and Ms. Gulmi. Ms. Gulmi joined the Board in March 2015 and as such did not attend any meetings in 2014. The Board has determined that all members of the audit committee are “independent” within the meaning of the listing standards of The NASDAQ^® Stock Market and the SEC rules governing

audit committees. In addition, the Board determined that Mr. Carleton, Dr. Connolly and Ms. Gulmi meet the criteria of an “audit committee financial expert” as defined under the applicable SEC rules.

See the “Audit Committee Report” on page 40 for a description of the audit committee’s duties and responsibilities.

The finance and strategic planning committee was formed by the Board in April 2003. The current members of the finance and strategic planning committee are Messrs. Tahbaz (Chairman), Bernstein, Carleton, and Todd. The finance and strategic planning committee oversees establishment and achievement of corporate

financial objectives and key growth initiatives, including acquisitions that are significant to the Company’s business. In addition, the committee analyzes and evaluates the capital structure of the Company. The finance and strategic planning committee met 11 times in 2014.

The compensation and stock option committee currently consists of Messrs. Carleton (Chairman), Bernstein and Dorsey and Dr. Miller. The compensation and stock option committee, which met 5 times in 2014, is responsible for making recommendations to the Board regarding executive compensation matters. The specific nature of the compensation and stock option committee’s

responsibilities is described under “Compensation Discussion and Analysis.”

The Board has determined that all members of the compensation and stock option committee are “independent” within the meaning of The NASDAQ^® Stock Market’s listing standards.

The nominating and corporate governance committee currently consists of Messrs. Bernstein (Chairman) and Tahbaz and Dr. Miller. The nominating and corporate governance committee provides committee membership recommendations to the Board along with changes to those committees. In addition, the nominating and corporate governance committee identifies, evaluates and recommends to the Board individuals, including individuals proposed by stockholders, qualified to serve as members of the Board. The nominating and corporate governance committee also identifies, evaluates and recommends to the Board, nominees for election as directors of the Company at the next annual or special

meeting of stockholders at which directors are to be elected. The nominating and corporate governance committee also develops and recommends to the Board corporate governance principles applicable to the Company and oversees succession planning for the chief executive officer. The nominating and corporate governance committee met 7 times in 2014.

The Board has determined that all members of the nominating and corporate governance committee are “independent” within the meaning of The NASDAQ^® Stock Market’s listing standards.

In accordance with its written charter, the nominating and corporate governance committee investigates suggestions for candidates for membership on the Board, including candidates nominated by our stockholders, and recommends prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board.

Directors may be nominated by the Board or by stockholders in accordance with our Bylaws. The specific requirements for such a nomination are described under “Stockholder Proposals.”

In recommending candidates for appointment or reelection to the Board, the nominating and corporate governance committee considers the appropriate balance of experience, skills and characteristics required of the Board. Specifically, the nominating and corporate governance committee considers, among other things, the candidate’s independence, character, corporate governance skills and abilities, business experience, industry specific experience, training and education, commitment to performing the duties of a director, and other skills, abilities or attributes that fill specific needs of the Board or its committees. While there is no

formal policy with regard to consideration of diversity in identifying director nominees, the nominating and corporate governance committee considers diversity in business experience, professional expertise, gender and ethnic background, along with various other factors when evaluating director nominees.

In addition, the nominating and corporate governance committee seeks to ensure that at least a majority of the directors are independent under the rules of The NASDAQ^® Stock Market, and that members of the Company’s audit committee meet the financial literacy and sophistication requirements under The NASDAQ^®

Stock Market rules and at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC. Nominees for director are selected on the basis of their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties.

In determining whether to recommend a director for re-election, the nominating and corporate governance committee considers, among other things, the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

On January 15, 2015, the Company granted each non-employee director (except for Mr. Kikumoto, the chairman of the Board, and Ms. Gulmi who was appointed to the Board on March 30, 2015) an option to purchase 10,698 shares of the Company’s common stock at $41.545 per share. Mr. Kikumoto was awarded an option to purchase 12,992 shares of the Company’s common stock at $41.545 per share. Upon her appointment to the Board, Ms. Gulmi was awarded an option to purchase 6,980 shares of the Company’s common stock at $46.75 per share. All options vest 50% on January 1, 2016 and 50% on January 1, 2017 and expire on January 15, 2020.

On January 15, 2015, the Company also awarded 1,524 shares of restricted stock to each non-employee director (except for Mr. Kikumoto, the chairman of the Board, and Ms. Gulmi who was appointed to the Board on March 30, 2015). Mr. Kikumoto was awarded 1,851 shares of restricted stock, and upon her appointment to the Board, Ms. Gulmi was awarded 1,016 shares of restricted stock. For each of the directors, 50% of the shares vest and become freely tradable on January 1, 2016 and the remaining 50% vest and become freely tradable on January 1, 2017.

In 2014, the non-employee directors received the following compensation for serving on our Board and committees of our Board:

We also reimburse our non-employee directors for their reasonable expenses incurred in attending Board and committee meetings. Board members who are also officers do not receive any separate compensation or fees for attending Board or committee meetings.

In 2015, the Board revised its compensation structure such that board members will no longer receive fees for each Board or committee meeting that they attend.

The audit committee charter charges the audit committee with the responsibility to investigate, review, and report to the Board the propriety and ethical implications of any transactions between the Company and any employee, officer, or Board member, or any affiliates of the foregoing. The audit committee charter operates in conjunction with other aspects of the Director Code of Conduct and the Company’s Code of Conduct. The audit committee evaluates related party transactions for purposes of recommending to the disinterested members of the Board that the transactions are fair, reasonable

and within the Company policies and practices. The Board will approve or ratify only transactions that are fair to the Company and not inconsistent with the best interests of the Company and its stockholders. Related party transactions involving directors are also subject to approval or ratification by the disinterested directors when so required under Delaware law. Applicable transactions may be reported to the audit committee by our independent auditors, employees, officers, Board members, or other parties.

During the last fiscal year, none of the members of the compensation and stock option committee has been or will be one of the Company’s officers or employees. The Company does not have any interlocking relationships

between its executive officers and the compensation and stock option committee and the executive officers and compensation committee of any other entities, nor has any such interlocking relationship existed in the past.

We have adopted a Code of Ethics for our officers and employees, as well as the Director Code of Conduct for our non-employee directors (together, the “Codes”). The Codes are intended to promote honest and ethical conduct, compliance with applicable laws, full and accurate reporting, and prompt internal reporting of

violations of the code, as well as other matters. Each year, our employees and our non-employee directors confirm that they have read the applicable Code and will comply with its standards. Both Codes are available on our website www.airmethods.com under the “Investor” tab.

Based on our review of the copies of reports filed and upon written representations, we believe that during 2014, named executive officers, directors and ten percent

stockholders of the Company were in compliance with their filing requirements under Section 16(a) of the Exchange Act of 1934, as amended.

The Board recommends that stockholders initiate any communications with the Board in writing directed to the Company’s secretary at: Secretary, Air Methods Corporation, 7211 South Peoria, Englewood, Colorado 80112. This centralized process assists the Board in reviewing and responding to stockholder communications

in an appropriate manner. Each communication intended for the Board and received by the Secretary that is a communication made by the stockholder in such capacity (as opposed to acting in its capacity as a party with a commercial relationship with the Company) will be promptly forwarded to the specified party.

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy and the material elements of our compensation program for fiscal year 2014 for our named executive officers, including our chief executive

officer, our chief financial officer, and our three other most highly compensated executive officers (collectively, the “named executive officers”).

Our named executive officers for 2014 were:

Compensation Philosophy

Our compensation programs are intended to link increasing the long-term value of stockholder investment in the Company and the compensation earned by our named executive officers. We strive to reward sustained financial and operating performance and leadership excellence, as well as align the executives’ long-term interests with those of our stockholders.

We believe that payment of the variable compensation components of our executive compensation program should coincide with increased value for our stockholders. For example, under our annual cash incentive program a minimum level of corporate performance must be achieved before any bonus is payable. Even if the minimum level is achieved, the committee reserves the sole discretion to exercise negative discretion to the extent it deems reasonable and prudent under the circumstances.

The committee regularly reviews the Company’s compensation programs to ensure that such programs adequately reflect the committee’s compensation philosophy and are achieving the desired results. In an effort to continue improving the Company’s compensation programs, in 2014 the committee undertook a comprehensive review and analysis of the Company’s compensation programs, and in connection with that review, implemented a new long term incentive compensation program in substitution for the Economic Value Added Plans previously utilized by the Company. A key component of the new long term incentive compensation program is the addition of performance share units based upon the Company’s total shareholder return over a three-year period.

Compensation Principles

The foregoing compensation philosophy is implemented through the following guiding principles:

Each year, the committee considers the outcome of stockholder advisory votes on executive compensation when making future decisions relating to the compensation of the named executive officers and our executive compensation program and policies.

Stockholders continued their strong support of our executive compensation programs with 97% of the votes cast for approval of the “say on pay” proposal at the 2014 Annual Meeting of Shareholders. The committee believes that the voting results conveyed our stockholders’ strong support of the philosophy, strategy and objectives of our executive compensation programs.

Components of Executive Compensation

The committee has a practice of annually reviewing the compensation program components, targets and payouts on an annual basis to ensure our pay-for-performance alignment. The compensation program is designed to incentivize responsible achievement of operating goals

over one and three-year periods, with targets and metrics selected because they are directly linked to our strategic goals. Additionally, our long-term incentives measure the creation of stockholder value through increases in stock price.

Our executive compensation has three primary elements, as shown in the following chart and described further below:

Base Salary

The annual base salary component of each named executive officer’s compensation provides each individual with a fixed level of annual cash compensation. Base pay is set by the committee in an amount which is adequate to attract, motivate and retain the best talent for the Company’s needs. The amount of base salary payable to each named executive officer is commensurate with each executive’s responsibilities, experience and past performance, and also takes into consideration

peer and competitive data. Base pay is not utilized by the Company to reward outstanding individual and/ or corporate performance, which is instead tied to the short-term and long-term incentive plans. There are three situations that may warrant an adjustment to base salary: (i) cost of living increases; (ii) promotions or changes in role; or (iii) market adjustments. No increase in base salary is automatic or guaranteed.

The following table shows our named executive officers’ respective base salaries for 2014:

Performance-Based Annual Bonus

The Executive Short Term Incentive Plan (the “STIP”) is an annual incentive program which is adopted pursuant to the Company’s Performance Pay Plan, a stockholder-approved incentive plan. This is our primary vehicle for regularly recognizing Company and individual performance. We believe that measuring and rewarding

performance on an annual basis in a compensation program is appropriate because, like our primary peers and other public companies, we measure and report our business accomplishments annually. Further, the STIP drives achievement of key business results on an annual basis. Payments under the STIP are performance-based and not guaranteed, as further discussed below.

The 2014 STIP included, and the 2015 STIP also includes, a threshold performance target based on a minimum fully-diluted earnings per share metric (the “EPS Threshold Metric”). All amounts payable under the STIP are subject to EPS Threshold Metric being satisfied. Assuming

satisfaction of this threshold target, specific payments under the STIP are calculated using the following formula for all named executive officers, subject to committee’s discretion to modify the award:

Long-Term Incentive Compensation

Long-term incentive compensation awards are designed to align the interests of our named executive officers with those of our stockholders. This portion of compensation consists of performance-based awards that provide incentives for achieving results consistent with the goal of sustained growth in stockholder value, as well as time-vested awards that provide retention value which is also linked to stockholder value. In establishing the target value of long-term incentive awards for each named executive officer, the committee relies on compensation data provided by its independent compensation consultant, Denver Compensation & Benefits, LLC (“DCB”). The committee also considers the named executive officer’s historical individual and team performance, as well as the expected contribution in future years.

Prior to 2014, the executive compensation program historically included two types of awards: restricted stock grants and potential cash payments under the 2011-2014 Bonus Plan (the “2011 EVA Plan”) and the 2012-2014 Bonus Plan (the “2012 EVA Plan” and together with the “2011 EVA Plan,” the “EVA Plans”). In mid-2014, the Company implemented a new long term incentive program comprised solely of equity awards to be granted on an annual basis. They are designed to focus management on our strategy of driving consistent, sustainable achievement of long-term goals, both incrementally and over long performance periods. The annual granting of multi-year performance compensation (including three-year performance targets) is designed to ensure that the execution of the Company’s strategic plan considers appropriate risks and returns and allows for initiatives that span several fiscal years. In 2014, these grants consisted of options under the 2006 Plan and performance share units under the Performance Pay Plan. Each of these long-term incentive compensation components are described in greater detail below.

Stock Options

The Company uses stock options to align the interests of its executive officers with stockholders because value is realized only if the stock price appreciates (stock price performance). The stock options granted in 2014 have a 3-year cliff vesting period.

Performance Share Units

The Company also uses performance share units to help retain its executives and further align their interests with our stockholders. The performance share units are subject to a designated three-year performance period. The vesting percentage is determined by the Company’s total shareholder return percentile (the “TSR Percentile”). The TSR Percentile means the percentile rank of the Company’s total shareholder return (“TSR”) during the performance period relative to the TSR of other companies in the designated peer group during the performance period as determined by the Company; provided that for purposes of measuring the TSR Percentile, the beginning and ending TSR values shall be calculated based on the average of the closing prices of the applicable company’s stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the performance period. It is anticipated that future performance share units would be issued pursuant to the proposed 2015 Equity Incentive Plan (see Proposal 4 – Approval of 2015 Equity Incentive Plan beginning on page 42).

The EVA Plans

Prior to 2014, a key component of the Company’s long-term incentive compensation included cash bonuses potentially payable under the 2011 EVA Plan and the 2012 EVA Plan, each established under the Performance Pay Plan which was approved by the Company’s stockholders on May 31, 2012. The 2011 EVA Plan and the 2012 EVA Plan were adopted on September 30, 2011 and September 25, 2012, respectively.

2011 EVA Plan

Under the 2011 EVA Plan, certain members of senior management were eligible to receive cash compensation based upon the financial performance of the Company (measured in terms of “economic value added”) during the period commencing July 1, 2011 and ending June 30, 2014.

Under the 2011 EVA Plan, the economic value added was the difference of (a) the Closing Valuation minus (b) the Opening Valuation. The foregoing valuations are determined as follows:

The named executive officers participating in the 2011 EVA Plan are Aaron Todd, Michael Allen and Trent Carman. In the event the economic value added was a positive number, each of the foregoing named executive officers was entitled to receive a certain percentage (as set forth in Section 3 of the 2011 EVA Plan) of the increase in the economic value added. Amounts payable

under the 2011 EVA Plan are to be paid in three equal annual installments on September 15, 2014, January 1, 2015 and January 1, 2016.

2012 EVA Plan

In connection with an earlier benchmarking study undertaken by DCB in 2012, the committee adopted the 2012 EVA Plan, which supplemented (but does not alter or amend) the 2011 EVA Plan for the period beginning July 1, 2012 and ending June 30, 2014 (the “2012 EVA Performance Period”). The 2012 EVA Plan supplemented the 2011 EVA Plan as follows:

To determine the appropriate level and mix of incentive compensation, the committee considers a number of factors, including the information provided by the committee’s independent compensation consultant (see “Role of Independent Compensation Consultant”, page 29).

There is not a pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Our philosophy is to place the executive team in the shoes of the stockholders to

the greatest extent possible. Therefore, a significant portion of potential compensation comes from payments and awards under our Performance Pay Plan as well as equity awards under the 2006 Plan. The committee believes that executives should have the greatest opportunity for gain when the value of stockholders’ investment is increased. The committee intends that the named executive officers compensation be tied together with Company and individual performance through various forms of incentive compensation, rather than be built into base pay.

Below we summarize certain executive compensation practices, both the practices we have implemented to drive performance and the practices we have not

implemented because we do not believe they would serve our stockholders’ long-term interests.

Stock Ownership Guidelines

In 2010, the committee established stock ownership guidelines for members of senior management and directors (the “Original Ownership Guidelines”). The stock ownership guidelines have been established to better align the interests of our named executive officers and directors with the interests of our stockholders and to promote our commitment to sound corporate governance.

As a result of the Company’s growth in stock price and to ensure best corporate governance practices, in January 2013 the committee evaluated the Original Ownership Guidelines. In connection with such evaluation, the committee revised the Original Ownership Guidelines as follows (the “Revised Ownership Guidelines”):

As noted above, the ownership requirement for our non-employee directors is three (3) times the annual retainer amount as of January 1, 2013. Named executive officers must own a number of Qualifying Shares equal to a multiple of their base salary, ranging from 5 (CEO) to 1 (Regional Vice Presidents). “Qualifying Shares” includes the Company’s common stock (including vested and unvested restricted common stock, but excluding the stock described above).

Each named executive officer is required to achieve the target stock ownership within three (3) years after being designated as a Section 16 Officer, or in the case of a named executive officer designated as a Section 16 Officer at the time the Original Guidelines were adopted, by December 31, 2015, which is five (5) years from the date of adoption of such guidelines. Non-employee directors are required to achieve the target stock ownership within three (3) years of joining the Board of Directors, or in the case of non-employee directors serving

at the time the guidelines were adopted, by December 31, 2013, which was three (3) years from the date of adoption of the Original Ownership Guidelines.

As of December 31, 2014, all named executive officers and non-employee directors subject to the Revised Ownership Guidelines have met or are on track to meet their ownership requirements.

Prohibition on Derivative Transactions

Our Insider Trading Policy prohibits, among many other actions, our named executive officers and directors from entering into derivative transactions such as puts, calls or hedges with our stock. Directors and officers are also encouraged to exercise caution in pledging the Company’s securities or using the Company’s securities to support margin debt. In an effort to discourage pledging of the Company’s stock, the committee does not permit employees and non-employee directors subject to the stock ownership guidelines to count such pledged shares towards meeting the ownership requirements set forth in the stock ownership guidelines.

Responsible Equity Grant Practices

The Company’s equity grant practices ensure all grants are made on fixed grant dates and at exercise prices or grant prices equal to the “Fair Market Value” of the Company’s common stock on such dates. In addition, all equity grants are awarded independent of the timing of our release of material, non-public information.

Clawback Policy

At this time, the committee has not adopted a clawback policy for the executive management team. While in full support of such a policy, the committee is waiting for the adoption of final rules by the Securities and Exchange Commission before adoption and implementation of a specific policy. The amended employment agreements entered into between the Company and each of the named executive officers, however, do contain a provision that makes each named executive officer’s compensation subject to any clawback or recoupment policies of the Company that are generally applicable to the Company’s senior management, as may be in effect from time to time, or as required by applicable law.

In addition, as required under Section 304 of the Sarbanes-Oxley Act of 2002, the annual bonus and other incentive compensation must be forfeited by the Company’s chief executive officer and the chief financial officer if, during the 12-month period following the issuance of financial statements, those financial statements must be restated due to material noncompliance as a result of misconduct in the preparation of those financial statements.

Risk Mitigation

We believe our compensation programs are discretionary, balanced and focused on the long term. Under this structure, the highest amount of compensation that can be achieved is through consistent superior performance over sustained periods of time. This provides strong incentives to manage the Company for the long term, while avoiding excessive risk-taking in the short term. Goals and objectives reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure. Likewise, the

elements of compensation are balanced among current cash payments, deferred cash and equity awards. In addition, a significant percentage of our management’s incentive compensation is based on the total performance of the Company. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating division or financial metric to the detriment of our Company as a whole. Finally, with limited exceptions, the committee retains a large amount of discretion to adjust compensation downward for quality of performance and adherence to Company values.

During 2014 the Company saw improvements in revenue, earnings per share and community-based transports. Set forth below are select highlights from the Company’s performance in 2014:

Despite the business achievements outlined above, the Company’s 1-year annualized total shareholder return (“TSR”) was -24.42%. However, as evidenced in the chart below, the Company has historically delivered consistent positive return to stockholders over time, as evidenced by the Company’s 5-year annualized TSR (33.20%) and 3-year annualized TSR (18.62%).

Annual Incentive - Executive Short Term Incentive Plan

The 2014 STIP included an EPS Threshold Metric of $1.90. All amounts payable under the STIP were subject to satisfaction of the EPS Threshold Metric. The Company achieved fully-diluted earnings per share of $2.41 in 2014, satisfying the EPS Threshold Metric.

Under the 2014 STIP, 70% of the annual incentive was tied to achievement of Company specific financial performance metrics while the remaining 30% was tied to achievement of key individual performance objectives. The performance goals set forth in the 2014 STIP included specific annual corporate financial objectives consistent with the Company’s annual operating plan, as well as achievement of Company strategic and operational objectives.

Target bonus opportunities under our STIP are equal to a pre-established percentage of the executive’s base salary. For each financial metric, the committee set a threshold, target and maximum level of performance. No bonus is payable below the threshold level of performance, and performance at or above the maximum level equates to a maximum payout for that particular financial metric. For 2014, threshold performance resulted in a payout equal to 50% of the executive’s base salary, target performance resulted in a payout equal to 100% of the executive’s base salary, and maximum performance resulted in a payout equal to 200% of the executive’s base salary.

Financial Measurements of the 2014 STIP

For 2014, 35% of the annual incentive was contingent upon achievement of an annual Company EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) target, 17.5% on an annual Company earnings per share (“EPS”) target and 17.5% on an annual return on equity (“ROE”) target, all designed to focus management’s efforts on continuing to improve performance and maximizing stockholder returns.

This proxy statement includes financial measures that are not presented in accordance with generally accepted accounting principles (GAAP). These non-GAAP financial measures are included to help facilitate comparisons of Company operating performance across periods and with peer companies. Specifically, the Company utilizes EBITDA as a key performance target. The Company defines EBITDA as earnings before interest, income taxes, depreciation, amortization and gain or loss on disposition of assets. EBITDA is calculated by taking the Company’s net income, and adding the following: (i) interest expense; (ii) income tax expense; (iii) depreciation and amortization; and (iv) gain/loss on disposition of assets.

Bonuses are determined by comparing the Company’s fiscal year EBITDA, EPS and ROE to a target level of EBITDA, EPS and ROE for the year established by our compensation committee. The table set forth below describes the respective weight of each 2014 financial metric, as well as the threshold, target and maximum for each such metric. The Company did not achieve the “target” for any of the financial objectives.

Strategic and Operational Goals of the 2014 STIP

The Chief Executive Officer recommended, and the committee, together with the full Board, approved the specific operational and strategic goals to be accomplished in 2014 (30% weight) for each named executive officer. In 2014, the operational and strategic goals were focused on, among other things, senior

team recruiting, cost reductions, days’ sales outstanding maintenance, outsourcing initiatives, various operational metrics, target acquisitions and efficiencies in certain company-wide training programs.

For 2014, each named executive officer satisfied 66% of his or her individual operational and strategic goals, except for Mr. Carman, who satisfied 50% of his individual operational and strategic goals.

2014 Long-Term Incentive
Compensation

In determining 2014 awards under our long term incentive program, our compensation committee reviewed the market analysis provided by DCB. In addition, the compensation committee reviewed recommendations from our chief executive officer for awards to named executive officers other than for himself. The compensation committee compared such recommendations against DCB’s market analysis to assist in determining the appropriate amount of equity to grant to each named executive officer based on market data, while also taking into consideration the Company’s performance as well as individual performance and retention concerns.

Beginning in 2014, our compensation committee began to grant both options and performance share units to our named executive officers and key employees. The Company believes that options and performance

share units have retentive attributes and effectively align our executive officers’ interests with the interests of our stockholders on a long-term basis. Performance share units also have an additional performance-based component that compares our performance with that of our peer companies. We believe this combination of long-term equity awards appropriately provides incentives that capture absolute total return performance of our common stock as well as awards that also capture variable performance relative to the performance of other companies of our peer group. The compensation committee may determine in the future that different and/or additional award types are appropriate.

In 2014, each of our named executive officers received 50% of his or her long-term incentive award in the form of options and 50% of his or her long-term incentive award in the form of performance share units. The amount and type of equity granted to our named executive officers in 2014 was as follows:

Stock Options

The 2014 options cliff vest after a three-year period, provided the award recipient remains continuously employed through the applicable vesting date. 100% of the options vest on July 1, 2017.

The exercise price for the options is equal to $53.02, which was the closing stock price of the Company’s common stock on the date of the grant. Each of the options expires five years after the date of its grant.

Performance Share Units

The 2014 performance share units are subject to a designated three-year performance period beginning on July 1, 2014 through and including June 30, 2017. Satisfaction of the performance conditions for the performance share units granted during 2014 is determined at the end of the three-year measurement period. Any performance share units that have not vested at the end of the measurement period are forfeited. The performance criterion for the performance share units are based on a comparison of the Company’s TSR for the three-year measurement period with the TSRs of a group of peer companies for the same three-year measurement period; provided that for purposes of measuring the TSR Percentile, the beginning and ending TSR values shall be calculated based on the average of the closing prices of the applicable company’s stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the performance period. The number of earned shares of the Company’s common stock will be calculated based on which quartile its TSR Percentile ranks as of the end of the annual measuring period relative to the other companies in the peer group as follows:

If the Company is ranked between the 25th and 75th percentiles, the percentage multiple will be interpolated on a linear basis based on the actual percentile ranking of the Company. All 2014 performance share units earned after the measurement period will be settled in shares of the Company’s common stock following the end of the three-year performance cycle.

EVA Plans

The financial performance measurement period for the 2011 EVA Plan and the 2012 EVA Plan ended on June 30, 2014. Under both the 2011 EVA Plan and the 2012 EVA Plan, the economic value added was defined as the difference of (a) the Closing Valuation minus (b) the Opening Valuation. The Opening Valuation for the 2011 EVA Plan was $648,743,000 and the Closing Valuation for the 2011 EVA Plan was $949,416,000, accordingly, the economic value added for the 2011 EVA Plan was $300,673,000. The Opening Valuation for the 2012 EVA Plan was $1,066,392,000 and the Closing Valuation for the 2012 EVA Plan was $1,199,937,354, accordingly, the economic value added for the 2012 EVA Plan was $133,545,354.

Under the EVA Plans, the aggregate amount distributable to the participants, including the named executive officers, is an amount equal to three percent (3%) of the economic value added (the “Distributable EVA”). The percentage of the economic value added amount allocable to each of the named executive officers and the aggregate amount payable under each of the EVA Plans to such named executive officers are shown in the table below. The EVA Plan payouts are payable in three equal annual installments. Two installments have already been paid, on each of September 15, 2014 and January 1, 2015, and the third installment is due on January 1, 2016.

The 2015 compensation program for the named executive officers is substantially similar to the 2014 compensation program other than the long-term grant equity targets for the named executive officers were decreased by the committee to align overall compensation more closely to the Company’s Compensation Peer Group. A brief description of each of the components of our 2015 compensation program is set forth below.

2015 Base Salary

In 2015, the committee determined not to increase the base salary for each of the named executive officers. Accordingly, the base salary for each of the named executive officers in 2015 will be the same as in 2014. The following table shows the base salary for each of the named executive officers in 2015.

2015 Annual Cash Incentive Compensation

The committee determined that the design of the 2014 STIP was appropriate and elected to use a similar design for the 2015 STIP with some changes made to target salary percentages associated with each metric. Similar to the 2014 STIP, the 2015 STIP also contains an EPS Threshold Metric.

2015 Strategic and Operational Goals

Similar to the 2014 STIP, the Chief Executive Officer recommended, and the committee, together with the full Board, approved the specific operational and strategic goals to be accomplished in 2015 (30% weight) for each named executive officer. In 2015, the operational and strategic goals are focused on, among other things, achievement of certain process improvement initiatives, revenue growth for key strategic value-add services and completion of strategic growth drivers outlined for 2015.

2015 Long-Term Incentive Compensation

In February 2015, the compensation committee made equity grants to the Company’s named executive officers, 50% of the awards consisting of options and 50% of the

awards consisting of performance share units. As noted above, after further review of the 2014 Compensation Program, the committee decreased the long-term equity targets for the CEO and other named executive officers in 2015 to align more closely with the Compensation Peer Group. In 2015, the committee decreased the targeted amount for equity grants to 100% of the respective named executive officer’s salary (other than the CEO), compared to the 125% target of base salary previously established for 2014 equity grants. The targeted equity grant amount for the CEO was also decreased to 150% of the CEO’s salary, compared to the 200% target of base salary previously established for the 2014 equity grants.

The options will vest, subject to continued employment, over a three-year period commencing January 1, 2015, with one-third vesting on each anniversary of January 1, 2015. The performance share units granted in 2015 are subject to a designated three-year performance period from January 1, 2015 through and including December 31, 2017. Between 0% and 200% of the target number of performance share units may vest on December 31, 2017, with the vesting percentage to be determined based on the TSR Percentile.

Role of the Committee and Management in Executive Compensation

The committee oversees the design and administration of the Company’s compensation program and evaluates the program against competitive practices,

legal and regulatory developments and general corporate governance trends. In February of each year, the committee reviews the performance and total compensation of the named executive officers. In addition, the committee reviews and establishes each named executive officer’s total compensation target, which includes base salary, annual bonus opportunities and long-term incentive awards for the current year.

The following table depicts the roles of management, the committee, and our Board of Directors in recommending or approving actions relating to the compensation of our named executive officers.

As noted above, the committee makes all base, bonus and equity compensation decisions regarding named executive officers, with the exception of Mr. Todd, whose compensation is approved by the entire Board of Directors (other than Mr. Todd). In making such determinations, the committee considers the recommendations provided by Mr. Todd with respect to all of the other named executive officers, as well as information provided by management with respect to financial projections for the Company and divisional performance goals.

Management does interact with the committee’s independent compensation consultant as necessary and prepares materials for each committee meeting to assist the committee in its consideration of executive compensation programs and policies and its administration of the compensation program.

Role of Independent Compensation Consultant

Our committee charter authorizes the committee to engage independent legal and other advisors and consultants as it deems necessary or appropriate to carry out its responsibilities. The committee has engaged DCB as its independent compensation consultant. The committee considers analysis and advice from DCB when making compensation decisions and when making decisions on plan design. Specifically, the committee relies on DCB for, among other things:

The committee may request information or advice directly from DCB and may direct the Company to provide or solicit information from DCB. The principal consultant for DCB regularly interacts with representatives of the Company. The principal consultant for DCB attended three of the five committee meetings during our 2014 fiscal year. DCB was paid $104,201 for services rendered during 2014. During 2014, DCB did not provide any services to the Company unrelated to executive compensation, did not have any business or personal relationships with the committee members, and maintained policies and procedures designed to avoid conflicts of interest.

Role of Comparative Compensation Data

The committee utilizes the Compensation Peer Group to help evaluate executive compensation based upon compensation levels for similarly situated executives within the Compensation Peer Group. To conduct these comparisons, DCB at least annually provides a compensation comparison based on information that is derived from comparable businesses (based primarily on revenue and market capitalization). This data is used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for executive officers.

The Compensation Peer Group utilized as part of the DCB reports consist of health care, aviation, transportation, and logistics companies. The committee, upon the recommendation of DCB, chose this group because they are reflective of the market in which we operate for executive talent and because of each of the respective company’s relative leadership position in their sector, relative size as measured by revenues, market valuation and performance. The committee periodically reviews the Compensation Peer Group, based on the Company’s size, financial results, as well as other pertinent attributes, and updates the Compensation Peer Group as appropriate in order to accurately reflect the Company’s position within the market. No changes were made to the Compensation Peer Group for 2015.

The Compensation Peer Group is comprised of the following companies:

Specific Forms of Compensation and the Role of Discretion

In the past, the committee has retained the authority to review named executive officer base compensation and to make increases in base compensation based on changed responsibilities, cost of living, and market norms. Also,

the committee has the authority to recommend equity grants, which may be based on executive performance and market norms. The committee intends to retain the discretion to make decisions about named executive officer base compensation, levels of stock option grants, and levels of restricted stock/restricted stock unit grants, including the use of predetermined performance goals.

In addition, the committee has discretion in setting the performance targets and bonus potential in adopting annual bonus programs and long-term cash incentive programs. Once performance periods are complete, generally the plans pursuant to which such long-term cash incentives are awarded provide the committee with the ability to apply negative discretion in making the final awards. In addition, the adoption of the umbrella plan in connection with the 2015 STIP provides the committee additional discretion in making final awards once certain threshold performance is achieved, up to the maximums set forth in the 2015 STIP. Pursuant to the 2015 STIP, if less than the maximum amounts are awarded, the committee shall be deemed to have exercised its negative discretion in establishing the award. For 2015 and future periods, the committee has not determined whether it would exercise discretion to increase or reduce the size of an award or payout, whether performance goals are satisfied or not. However, the committee has no current intention to increase the size of any objectively determined equity compensation award, especially if performance goals are not met.

The committee may make future grants of options, restricted stock/restricted stock units, or other equity compensation, subject to objective performance goals. At this time, it has not determined whether it would exercise discretion to reduce the size of an award or payout even if performance goals are met. However, the committee has no current intention to increase the size of any objectively determined equity compensation award, especially if performance goals are not met.

Previously Earned Compensation

We maintain no supplemental pension plans or other programs in which gains from prior compensation could influence amounts earned currently. The committee may consider gains from prior awards when determining the appropriate size of long-term incentive grants.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) limits the deductibility for tax purposes of compensation over $1 million in any taxable year paid by a company to certain named executive officers. The policy of the compensation committee is to establish and maintain a compensation program that maximizes the creation of long-term stockholder value. The compensation committee attempts to generally structure most compensation approaches to preserve deductibility. The compensation committee, however, reserves the right to adopt programs giving consideration to factors other than deductibility where the compensation committee believes stockholder interests are best served by retaining flexibility. In such cases, the compensation committee may consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its compensation objectives.

As discussed above, performance bonuses are generally paid under the Performance Pay Plan and thus are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Accordingly, such amounts are intended to be deductible by the Company even if they are in excess of the $1 million statutory limit. Certain of our annual equity awards to our executives are not performance-based. Consequently, a portion of that compensation may not be deductible in future years if such executive’s aggregate compensation is in excess of statutory limits.

Section 409A of the Code provides that all amounts deferred under a nonqualified deferred compensation plan are currently included in gross income and are subject to an additional 20% income tax, to the extent not subject to a substantial risk of forfeiture and not previously included in gross income, unless certain requirements are met. We have designed or amended our plans and programs with the intent that they either be exempt from or comply with Code Section 409A.

In addition to the foregoing, we monitor the treatment of options under FASB ASC Topic 718 in determining the form and size of option grants.

The compensation and stock option committee of the Board of Directors (the “Committee”) has reviewed and discussed the section of this proxy statement entitled “Compensation Discussion and Analysis” with management. Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

By the Compensation and Stock Option Committee

Mark D. Carleton, Chairman
Lowell D. Miller, Ph.D.
Ralph J. Bernstein
Jeffrey A. Dorsey

Salary (Column (c))

The amount in the Salary column represents the base salary earned by each named executive officer in the applicable year.

Bonus (Column (d))

The amount in the Bonus column represents the amount earned under the Executive Short Term Incentive Program (the “STIP”), established under the Performance Pay Plan. Bonuses earned in 2012 and paid in 2013 are included in the 2012 compensation. No bonuses were earned in 2013. Bonuses earned in 2014 and paid in 2015 are included in 2014 compensation.

Option Awards (Column (e))

This column shows the aggregate grant date fair value of stock options granted in the years shown. These amounts reflect the Company’s accounting expense (calculated in accordance with FASB ASC Topic 718) and do not correspond to the actual value that that named executives will realize. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company uses historical option exercise data for similar employee groups, as well as the vesting period and contractual term, to estimate the expected term of options granted; the expected term represents the period of time that options granted are expected to be outstanding. Expected volatility is based on historical volatility of the Company’s stock. The risk-free

rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Assumptions used in the calculation of expense for the 2013 option award for Mr. Doerr and the named executive officers in 2014 are included in Note 10 to the consolidated financial statements in our 2014 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2015. See the 2014 Grants of Plan-Based Awards Table on page 32 for additional information on stock options granted in 2014.

Stock Awards (Column (f))

This column shows (i) the aggregate grant date fair value of PSUs granted in 2014 to the named executive officers; and (ii) the value of the shares of restricted stock granted in 2012 and 2013, which is valued at the closing price of the common stock on the date of grant. Generally, the aggregate grant date fair value for the PSUs is the amount the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executive officers will realize from the award. The cost the Company records for PSUs granted in 2014 is determined using a Monte Carlo simulation model. The number of PSUs that will vest depends on the level of achievement of a market performance condition, over a three-year period based on the TSR of the Company relative to the TSR of a pre-defined competitor group. If a PSU’s minimum performance measure is not met, no award is earned and the Company will not adjust the amounts related to the PSUs that are reported as compensation in 2014.

The value of the maximum amount of shares issuable under the PSUs granted in 2014, assuming that the maximum level of performance conditions are achieved, to each of our named executive officers is as follows: Mr. Todd $2,839,994; Mr. Allen $1,065,047; Mr. Carman $946,687; Mr. Doerr $946,687; and Ms. Gordon $769,212.

Non-Equity Incentive Plan Compensation (Column (g))

This column reflects the amount paid to each named executive officer under the EVA Plans in 2014. Amounts earned under the EVA Plans are paid in three equal installments with the first two installments paid on September 15, 2014 and January 1, 2015. The final installment will be paid on January 1, 2016. Mr. Doerr did not participate any of the EVA Plans and Ms. Gordon did not participate in the 2011 EVA Plan.

All Other Compensation (Column (h))

This column reflects for each named executive officer, the sum of (i) the amounts contributed by the Company to the applicable Company 401(k) and savings plan; and (ii) the dollar value of life insurance and disability premiums paid by the Company. Amounts contributed to the Company 401(k) and savings plan are calculated on the same basis for all participants, including the named executive officers. The named executive officers do not receive any other forms of compensation from the Company.

Estimated Payouts Under Equity Incentive Plan Awards (Columns (c),(d) and (e))

The awards represent PSUs granted in August 2014 under the Performance Pay Plan. The performance period for the awards is from July 1, 2014 to June 30, 2017. For additional details of the PSU awards granted in 2014, see the discussion beginning on page 26.

All Other Option Awards (Stock Options) (Columns (f) and (g))

The awards represent stock options granted in August 2014 under the 2006 Plan. These options have a term of five years from the date of grant and vest 100% on July 1, 2017 (3-year period). The exercise price of the stock options is $53.02, the closing price of the Company’s stock on the date of grant.