On behalf of Landauer, Inc. (the “Company”), we are pleased to invite the stockholders of the Company to attend the Annual Meeting of Stockholders of Landauer, Inc., to be held on March 6, 2015, at 10:00 a.m., local time, at 8755 West Higgins Road, Chicago, Illinois.

Fiscal 2014 was a challenging year for the Company and we performed below our expectations. The Board has taken significant actions in response. We made changes to our Chief Executive Officer and Chief Financial Officer positions. With regard to our corporate governance structure, we adopted majority voting for uncontested director elections and are asking shareholders to approve an amendment to our certificate of incorporation that would begin the process of declassifying our board. With regard to our executive officer compensation program, we made numerous changes, including modifying our incentive plans so that all benefits are now double trigger, clarifying and limiting the circumstances in which we can make adjustments and amendments to performance measures for outstanding performance awards, modifying the treatment of awards upon a termination without cause and enhancing our disclosure. More detail about all of these changes can be found in the proxy statement that this letter accompanies.

Your vote at the Annual Meeting is very important. Whether or not you plan to attend the meeting, we urge you to vote either via the Internet, by telephone or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented.


Date:		March 6, 2015

Time:		10:00 a.m. Central Standard Time

Place:		8755 West Higgins Road Chicago, Illinois 60631

Notice is hereby given that the Annual Meeting of Stockholders of Landauer, Inc. will be held at 8755 West Higgins Road, Chicago, Illinois, at 10:00 a.m., local time, on ~~Thursday, February 21, 2013~~Friday, March 6, 2015 for the following purposes:

Only stockholders of record at the close of business on ~~December 27, 2012~~February 2, 2015 are entitled to notice of and to vote at the meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, THE COMPANY STRONGLY URGES YOU TO VOTE VIA THE INTERNET, TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, YOUR PROXY WILL NOT BE USED.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 6, 2015. Our Proxy Statement and the Landauer, Inc. Annual Report for 2014 are available online atwww.proxyvote.com or at our investor relations website.

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Landauer, Inc. for the 2014 Annual Meeting of Stockholders and for any adjournment or postponement of the meeting (the “Annual Meeting”). We expect to begin mailing our proxy materials on or about February 4, 2015.

Time and Place: We are holding the Annual Meeting at 10:00 a.m. Central Standard Time on Friday, March 6, 2015, at Landauer Inc., 8755 West Higgins Road, Chicago, Illinois.

Attendance Requirements: You may attend the Annual Meeting and vote in person even if you have returned a proxy in writing, by telephone or through the Internet.

Street-Name Holders: If you hold shares in a bank or brokerage account (known as shares held in “street name”), you must obtain a valid “legal proxy,” executed in your favor from the holder of record, if you wish to vote these shares at the meeting.

At this year’s Annual Meeting, we are asking our stockholders to vote on the following matters:

Our Proxy Statement and the Landauer, Inc. Annual Report for 2014 are available online atwww.proxyvote.com.

This proxy is solicited by the Board of Directors of Landauer, Inc. (the “Company”, “we”, “our”, “us” or “Landauer”) on behalf of the Company for use at its Annual Meeting of Stockholders to be held on ~~Thursday, February 21, 2013~~Friday, March 6, 2015 at 8755 West Higgins Road, Chicago, Illinois, at 10:00 a.m., local time, or any adjournments or postponements thereof. You may revoke your proxy at any time prior to it being voted by giving written notice to the Secretary of Landauer, by submission of a later dated proxy or by voting in person at the meeting. The costs of solicitation will be paid by Landauer. Solicitations may be made by the officers and employees of Landauer personally or by telephone.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, instead of mailing a printed copy of its proxy materials to each stockholder of record, Landauer furnishes proxy materials on the Internet. You will not receive a printed copy of the proxy materials, unless specifically requested. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

On or around ~~January 7, 2013,~~February 4, 2015, the Company ~~mailed~~will mail to its stockholders, other than those who previously requested electronic or paper delivery, ~~a Notice Regarding the Availability of Proxy Materials (the “Notice”), which contains instructions as to how you may access and review all of the Company’s~~ proxy materials including the Proxy Statement and ~~2012~~2014 Annual Report on Form ~~10-K, on~~10-K. The proxy card included with the ~~Internet. The Notice also~~materials instructs you as to how you may vote your proxy on the Internet or by telephone. ~~However, if you would prefer to receive printed proxy materials, please follow the instructions for requesting such materials as contained in the Notice.~~

The ~~Securities and Exchange Commission’s~~SEC’s rules permit the Company to deliver a single ~~Notice or~~ set of Annual Meeting materials to one address shared by two or more of the Company’s stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, Landauer has delivered only one ~~Notice or~~ set of Annual Meeting materials to multiple stockholders who share an address, unless the Company received contrary instructions from the impacted stockholders prior to the mailing date. Landauer agrees to deliver promptly, upon written or oral request, a separate copy of the ~~Notice or~~ Annual Meeting materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the ~~Notice or~~ Annual Meeting materials, contact Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by telephone at 800-542-1061. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future ~~Notices or~~ Annual Meeting materials for your household, please contact Broadridge at the above phone number or address.

On ~~December 27, 2012,~~January 29, Landauer had outstanding ~~9,468,485~~9,560,674 shares of Common Stock, which is its only class of voting stock, held of record by ~~290~~246 holders. Only stockholders of record at the close of business on ~~December 27, 2012~~February 2, 2015 will be entitled to receive notice of and to vote at the meeting and any adjournments or postponements thereof. With respect to all matters that will come before the meeting, each stockholder may cast one vote for each share registered in his or her name on the record date.

The shares represented by every proxy received will be voted, and where a choice has been specified, the shares will be voted in accordance with the specification so made. If no choice has been specified on ~~the~~a proxy that has been signed and returned, the shares will be voted FOR the election of the nominees as directors, FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm, FOR the ~~proposal relating~~approval of an amendment to the Company’s ~~executive compensation,~~Certificate of Incorporation, as amended (the “Certificate”), to declassify the Board of Directors, and FOR the ~~proposal relating to~~ approval of, ~~the performance measures under the Company’s incentive compensation plan.~~by non-binding advisory vote, executive compensation. The proxy also gives authority to the proxies to vote the shares at their discretion on any other matter presented at the meeting. If a proxy indicates that all or a portion of the shares represented by such proxy are not being voted with respect to a particular proposal, such non-voted shares will not be considered present and entitled to vote on such proposal, although such shares may be considered present and entitled to vote on other proposals and will count for the purpose of determining the presence of a quorum. An abstention with respect to a proposal has the effect of a vote against a proposal. “Broker non-votes” are counted toward the quorum requirement but they do not affect the determination of whether a matter is approved. A broker non-vote occurs when a broker cannot vote on a matter because the broker has not received instructions from the

beneficial owner and lacks discretionary voting authority with respect to that matter. It is expected that brokers will lack discretionary voting authority with respect to the election of nominees as directors, the ~~proposal regarding~~approval of an amendment to the ~~non-binding advisory vote~~Certificate to ~~approve executive compensation~~declassify the Board of Directors, and the proposal relating to approval, by non-binding advisory vote, of the performance measures under the Company’s incentive compensation plan, but will not lack discretionary voting authority with respect to the proposal regarding ratification of the independent registered public accounting firm at the Annual Meeting.

The following table provides information as of ~~November 30, 2012~~January 29, 2015 concerning beneficial ownership of Common Stock by each person known by Landauer to own beneficially more than 5% of the outstanding shares of Common Stock, each director, each director nominee, each executive officer named under the caption “Executive Compensation” and all directors and executive officers as a group. Unless otherwise noted, the listed persons have sole voting and dispositive powers with respect to shares held in their names, subject to community property laws, if applicable. Percentage ownership is based on an aggregate 9,560,674 shares of Common Stock outstanding on January 29, 2015. Unless otherwise noted, the address of each beneficial owner is c/o Landauer, Inc., 2 Science Road, Glenwood, Illinois 60425-1586.

Section 16(a) of the Securities Exchange Act of 1934 requires Landauer’s officers and directors and persons who beneficially own more than ten percent of Landauer’s Common Stock (“Reporting Persons”) to file reports of beneficial ownership and changes in such ownership with the ~~Securities and Exchange Commission (“SEC”).~~SEC. Reporting Persons are required by SEC regulation to furnish Landauer with copies of all Section 16(a) reports they file and Landauer is required to post such reports on its website,~~http://~~www.landauer.com.

Based solely on a review of the Forms 3, 4 and 5 filings received from, or filed by Landauer on behalf of, Reporting Persons since the beginning of fiscal ~~year 2012,~~2014, Landauer believes that all Section 16(a) filing requirements were met during fiscal ~~year 2012.~~2014.

Members of Landauer’s Board of Directors are divided into three classes serving staggered three-year terms, with a total of nine directors authorized. No ~~Director~~director will stand for election after their 72^nd birthday. The terms of two of the ~~seven~~six current directors expire at the Annual Meeting. The two directors, ~~Michael T. Leatherman~~Stephen C. Mitchell and ~~David E. Meador,~~Thomas M. White, are Landauer’s nominees for re-election to a three-year term.

Landauer’s ~~bylaws~~by-laws provide that nominations for directorships by stockholders only may be made pursuant to written notice received at the Company’s principal office not less than 90, and not more than 120, calendar days prior to the first anniversary of the preceding year’s annual meeting. No such nominations were received for the meeting as of November ~~30, 2012.~~22, 2014.

~~Proxies may not be voted for~~In December 2014, Landauer’s Board of Directors approved an amendment to the Company’s by-laws to change the election of directors to the Board from plurality to majority voting. Only directors that receive a ~~greater number of persons than the two named nominees. Directors are elected by a plurality~~majority of the votes ~~present in person or represented by proxy at the meeting and entitled to vote on the~~cast “FOR” their election ~~of directors. Thus, assuming a quorum is present, the two persons receiving the greatest number of votes~~ will be ~~elected to serve as directors.~~elected. Accordingly, ~~withholding authority to vote for a director~~abstentions and broker non-votes with respect to the election of directors will not affect the outcome of the election of directors. In the event that an incumbent director is not re-elected, the Company’sGovernance and Nominating Standards require that director to tender his or her resignation for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the resignation and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days following certification of the election results.

Proxies may not be voted for a greater number of persons than the two named nominees. If a nominee should become unavailable for election, the persons voting the accompanying proxy may at their discretion vote for a substitute.

~~The Board of Directors recommends a vote FOR the re-election of Mr. Leatherman and Mr. Meador as directors of Landauer.~~



Election of Directors

		The Board of Directors recommends a vote FOR the re-election of Mr. Mitchell and Mr. White as directors of Landauer.

Certain information as to the two nominees for re-election at the Annual Meeting and each other person whose term of office as a director will continue after the meeting is set forth below. Certain individual qualifications, experiences and skills of the directors that contribute to the Board of Directors’ effectiveness as a whole are also described below. The nominees for re-election at the meeting are Mr. ~~Leatherman~~Mitchell and Mr. ~~Meador.~~

Since 2001, President, Knight Group LLC, a privately held firm providing services for the start-up and management of new ventures. Since 1995, Vice Chairman and Director, Knight Facilities Management, a company providing outsourcing of facilities management services for industrial and commercial clients worldwide. Until 2001, President, Chief Operating Officer and Director, Lester B. Knight & Associates, Inc., a company involved in the planning, design and construction of advanced technology research and development and manufacturing facilities.

Qualifications: Mr. Mitchell’s extensive leadership experience in various companies of diverse industry and size provides experience in operational and strategic leadership. He also has considerable corporate governance experience through years of service on other public company boards.

Former Directorships: Mr. Mitchell completed his service as a Director of Apogee Enterprises, Inc., a manufacturer of glass products for the construction and art framing markets on June 21, 2014.

Since 2007, Operating Partner for Apollo Management L.P., a private equity firm. During 2013 and 2014, Interim Chief Operating Officer of CEVA Logistics, an Apollo owned entity in the Netherlands, which provides contract logistics and freight forwarding services. During 2011 and 2012, Chief Financial Officer of Constellium, an Apollo owned entity in France, which produces aluminum products. During 2009 and 2010, Chief Financial Officer of SkyLink Aviation, Inc., an Apollo owned entity in Canada, which provides air charter logistics services. From 2002 to 2007, Chief Financial Officer of Hub Group, Inc., a NASDAQ listed company which provides logistics services. Prior to joining Hub Group, Mr. White was an audit partner with Arthur Andersen, which he joined in 1979. Mr. White is a Certified Public Accountant.

Qualifications: Mr. White’s extensive experience as a senior executive of global companies provides in-depth knowledge in global operations, finance, international business and strategic planning. In addition, he brings financial acumen to Board discussions by virtue of his background as a Chief Financial Officer.

Former Directorships: Director of Quality Distribution, Inc, a NASDAQ listed company; Director of EVERTEC, Inc., a NASDAQ listed company; Director of FTD, Inc., a NYSE listed company and Director of SkyLink Aviation, Inc.

Member of the (1) Audit Committee, (2) Compensation Committee, (3) Governance and Nominating Committee

Since 2001, Managing Partner, The Open Approach LLC, a provider of consulting services and investment banking to the printing industry. From November 2005 to April 2006, Chairman and Chief Executive Officer, York Label, Inc., a supplier of pressure-sensitive labels and related systems. Until January 2000, Chairman of the Board and Chief Executive Officer of Wallace Computer Services; previously President, Chief Executive Officer and Director; now retired. Wallace Computer Services is a provider of information management products, services and solutions.

Qualifications: Mr. Cronin’s experience as a Chairman and Chief Executive Officer at two companies provides valuable insight for the Company as to the issues and opportunities facing the Company, as well as experience in strategic planning and leadership of complex organizations. He also has considerable corporate governance experience through years of service in leadership positions with various public companies.

Since 2007, retired and has been serving as Director of various public and private companies. From 1982 to 2007, various senior leadership positions with Abbott Laboratories including Executive Vice President, Global Pharmaceuticals from 2006 to 2007. Abbott Laboratories was a global, broad-based health care company devoted to discovering new medicines, new technologies and new ways to manage health. From 1977 to 1982, various positions with Sciaky Bros., a manufacturer of high tech electron beam, laser welding and heat treating systems.

Qualifications: Mr. Dempsey’s extensive experience as a senior executive with a global pharmaceutical company provides a wealth of health care experience in global healthcare markets including pharmaceuticals, nutrition and medical devices. Mr. Dempsey’s leadership experience provides expertise in strategy, marketing, international operations, manufacturing and managing research and development organizations.

Current Directorships: Director of Hospira, Inc.; and Director of Hill-Rom Holdings, Inc. Mr. Dempsey also serves on the Salvation Army Advisory Board in Chicago and is a member of the Board of Trustees of the Guadalupe Center in Immokalee, Florida.

Former Directorships: Director of MDS Inc.; Director of Nordion, Inc.; and Director of TYRX, Inc.

Member of the (1) Audit Committee, (2) Compensation Committee, (3) Governance and Nominating Committee

Since December 2014, President and Chief Executive Officer of Landauer, Inc. From September 2014 through December 2014, Interim President and Chief Executive Officer of Landauer, Inc. From September 2011 through December 2011, Interim Chief Financial Officer, Landauer, Inc. Since 2000, Independent Consultant primarily to the information technology industry. From 1990 to 2000, various senior leadership positions with Wallace Computer Services including Executive Vice President, Chief Information Officer and Chief Financial Officer from 1998 to 2000. From 1984 to 1990, Chief Executive Officer of FSC Paper Corporation, a subsidiary of Smorgon Consolidated Industries. Mr. Leatherman is a Certified Public Accountant.

Qualifications: Mr. Leatherman’s extensive experience as a senior executive with a wealth of information technology knowledge provides expertise in information systems strategy and project implementation, as well as expertise in general operational and strategic leadership. In addition, he brings financial acumen to Board discussions by virtue of his background as a Chief Financial Officer.

Former Directorships: From 2006 to 2009, Director of Nashua Corporation, which was acquired by Cenveo, Inc.; and Director of a non-profit organization providing continuous care retirement services.

Since 2014, Vice Chairman and Chief Administrative Officer, DTE Energy. From 2001 to 2014, Executive Vice President and Chief Financial Officer, DTE Energy. From 1997 to 2001, Vice President and Controller, DTE Energy. DTE Energy provides safe, reliable electric and natural gas services to Michigan businesses and homes and has energy related businesses and services nationwide. From 1983 to 1997, served in a variety of financial and accounting positions at Chrysler Corporation. Mr. Meador began his professional career with Coopers and Lybrand and is a Certified Public Accountant.

Qualifications: Mr. Meador’s experience as a senior executive with an energy company provides substantial experience in the nuclear power industry. Mr. Meador’s role as an active executive provides a perspective of a leader familiar with many facets of an enterprise facing the same set of current external economic and governance issues. In addition, he brings financial acumen to Board discussions by virtue of his background as a Chief Financial Officer.

Member of the (1) Audit Committee, (2) Compensation Committee, (3) Governance and Nominating Committee

The executive officers of the Company are elected by its Board of Directors. Each serves until a successor is elected and qualified, or until the officer’s resignation or removal.

Mr. Leatherman’s biography can be found in the Directors Continuing in Office section of the Election of Directors section.

Mr. Zorko has served since June 2014 as Interim Chief Financial Officer of the Company. Mr. Zorko served as Senior Financial Advisor of the Company since April 2014. Prior to that time, Mr. Zorko served as the Chief Financial Officer of Steel Excel, Inc. (“SXCL”) until May 2013. He also served as the President and Chief Executive Officer of SXCL’s subsidiary Well Services Ltd. (“WSL”) in 2012 and Chief Financial Officer of DGT Holdings Corp. (“DGTC”) from 2006 through 2012. SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. SXCL is primarily engaged in the oilfield service business and is publicly traded. DGTC was engaged in the business of x-ray imaging and power conversion subsystems worldwide. From 2000 to 2010, Mr. Zorko was a CFO Partner at Tatum, LLC, a professional services firm, where he held Chief Financial Officer positions with public and private client companies. Mr. Zorko is on the Board of Directors of MFRI, Inc., a publicly held company engaged in the manufacture and sale of piping systems and filtration products, Chairs the Audit Committee and serves on the Compensation and Nominations/Governance Committees. He previously chaired the Strategy Committee. He is also on the Audit Committee for Opportunity Int’l, a microfinance bank, and on the Finance Committee for the Alexian Brothers Health System. Mr. Zorko earned a BS degree in accounting from The Ohio State University and an MBA from the University of Minnesota. He is a Certified Public Accountant and a member of the National Association of Corporate Directors.

Dr. Yoder was elected to his position in February 2001, after serving as the Company’s Vice President of Operations since 1994 and Technology Manager since joining the Company in 1983. Prior to joining the Company, he was a member of the senior technical staff at Pennsylvania Power and Light, and at Battelle Pacific Northwest Laboratory

Mr. Kaminski joined the company in April 2013 as President, Radiation Measurement. Previously he was Chief Executive Officer and President of Stereotaxis and held other senior positions there since 2002. Prior to joining Stereotaxis, Mr. Kaminski spent nearly 20 years with Hill-Rom Company (Hillenbrand Industries), where he held several senior level positions. Mr. Kaminski earned an M.B.A. from Xavier University and a B.S. in Marketing from Indiana University.

Mr. Kennedy has served since August 2011 as President of Landauer Medical Physics, a subsidiary of Landauer Inc., and Vice President Global Marketing for Landauer Inc. Mr. Kennedy has over twenty five years of healthcare technology innovation and commercial leadership experience in both Fortune 500 and smaller private healthcare companies. Prior to joining Landauer, he held executive positions in strategic marketing, operations, product development, and general management at Baxter Healthcare, GE, and private healthcare companies. In these roles, he led significant medical device innovations and business transformations in dialysis, blood component therapy, inhaled drug delivery, and diagnostic imaging lifecycle management services. Mr. Kennedy received a Bachelor of Science in chemical engineering from the University of Washington and an MBA from the J.L. Kellogg Graduate School of Business at Northwestern University.

Position: President, Landauer Medical Physics and Vice President Global Marketing, Landauer Inc.

There are no family relationships between any director or executive officer and any other director or executive officer of the Company.

During fiscal ~~2012,~~2014, the Board of Directors held a total of 75 meetings. No director attended fewer than 75 percent of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all Committees of the Board of Directors on which such director served during the periods that such director served.

The Board of Directors has an Audit Committee, Compensation Committee, and Governance and Nominating Committee. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to financial reports and other financial information and recommends to the Board of Directors the appointment of independent public accountants. The Board of Directors has determined that ~~Michael T. Leatherman,~~Robert J. Cronin, David E. Meador and Thomas M. White each qualify as an “audit committee financial expert” as defined for the purpose of SEC regulation. The Compensation Committee approves all executive compensation and has responsibility for granting equity awards to eligible members of management and administering the Company’s equity and incentive compensation plans. The Governance and Nominating Committee establishes corporate governance policy and selects nominees for the Board of Directors. (See “Process for Nominating Directors.”) The membership of each Committee consists solely of non-employee directors who meet the independence standards established by the New York Stock Exchange (“NYSE”). During fiscal ~~2012,~~2014, the Audit Committee met 79 times including the meetings required to conduct its quarterly financial reviews, the Compensation Committee met 58 times, and the Governance and Nominating Committee met 4 times.

Each Committee has adopted a formal written charter, approved by the full Board of Directors, which specifies the scope of the Committee’s responsibilities and procedures for carrying out such responsibilities. A copy of each charter is available on the Company’s website at~~http://~~www.landauer.com and printed copies are available from the Company on request. The Board of Directors has also adopted Governance and Nominating Standards, a Code of Business Conduct and Ethics applicable to all directors and employees and a Code of ~~Conduct~~Ethics for ~~Senior~~ Financial Executives applicable to the principal executive, financial and accounting officers of the Company. Copies of each of these documents are available on the Company’s website at~~http://~~www.landauer.comand printed copies are available from the Company on request. The Company intends to post on its website any amendments to its Code of Business Conduct and Ethics or Code of ~~Conduct~~Ethics for ~~Senior~~ Financial Executives applicable to such senior officers.

The Board of Directors has determined that having an independent director serve as chairman of the Board of Directors is in the best interest of stockholders at this time. The structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the ~~Board.~~Board of Directors. No single leadership model is right for all companies at all times, however, so the Board of Directors conducts an annual evaluation in order to determine whether it and its ~~committees~~Committees are functioning effectively and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board of Directors periodically reviews its leadership structure.

The Board of Directors is actively involved in oversight of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations of the Company’s business segments and corporate functions, the Board of Directors addresses the primary risks associated with those segments and functions. In addition, the Board of Directors reviews the key risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the Company.

The Board of Directors has delegated to the Audit Committee oversight of the Company’s risk management process. The Audit Committee (a) reviews with management the Company’s significant risk exposures and policies regarding the assessment and management of risk, (b) serves as an independent and objective body to monitor the Company’s financial reporting process and internal control systems, and (c) assists the Board of Directors in oversight of the Company’s compliance with legal and regulatory requirements. Each of the other ~~committees~~Committees of the Board of Directors also oversees the management of Company risks that fall within the ~~committee’s~~Committee’s areas of responsibility. The Governance and Nominating Committee oversees risks related to the Company’s governance structure and processes and the structure of the Board of Directors and its ~~committees~~Committees to ensure appropriate oversight of risk. The Compensation Committee considers risks related to the design of the Company’s compensation program and arrangements for the Company’s named executive officers.

Management has periodically undertaken, and the Compensation Committee has reviewed, an evaluation of Landauer’s compensation policies and procedures as they relate to risk management practices and risk-taking incentives. Based upon that evaluation, the Company has concluded that its compensation program does not create risks that are reasonably likely to result in a material adverse effect. In reaching this determination, the Company has taken into account the following design elements of Landauer’s compensation program and policies and practices: mixture of cash and equity payouts, mixture of performance time horizons, use of financial metrics that are easily capable of audit, avoidance of uncapped rewards, use of required stock ownership amounts at senior management levels, adherence to a broad clawback policy, anti-hedging and pledging policies, and a rigorous auditing, monitoring and enforcement environment.

Under the Company’s Governance and Nominating Standards, a majority of the Board of Directors should be composed of Independent Directors as that term is defined in the ~~New York Stock Exchange (“NYSE”)~~NYSE listing standards. A director is independent under the NYSE listing standards if the Board affirmatively determines that the director has no material relationship with the Company directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.

The Board has affirmatively determined that all directors, with the exception of ~~William E. Saxelby,~~Michael T. Leatherman, are considered independent under the independence standards of the NYSE. In reaching this determination, the Board considered the relationship of Mr. Dempsey’s membership on the board of a customer of the Company, and the relationship of one of Mr. Meador’s employer’s facilities as a customer of the Company. The Board determined that these relationships are not material. The Board has also concluded that no non-employee director has any of the disqualifying relationships identified by the ~~NYSE.Consequently,~~NYSE. Consequently, the Board has determined that all non-employee directors are independent within the meaning of the NYSE listing standards. The Company’s independent directors are Robert J. Cronin, William G. Dempsey, ~~Michael T. Leatherman,~~

David E. Meador, Stephen C. Mitchell, and Thomas M. White. Given his current employment by Landauer, ~~William E. Saxelby~~Michael T. Leatherman is not at this time considered independent under the independence standards of the NYSE. The Company’s independent directors meet in regularly scheduled executive sessions and at other times, as they deem appropriate. Robert J. Cronin, Chairman of the Board of Directors, presides at these sessions.

Landauer’s Governance and Nominating Committee establishes and oversees adherence to the Board’s Governance and Nominating Standards, and establishes policies and procedures for the recruitment and retention of Board members. The Governance and Nominating Committee is comprised of three members, each of whom meets the independence requirements established by the ~~New York Stock Exchange~~NYSE with respect to Governance and Nominating Committees.

The Governance and Nominating Committee will consider nominees for the Board of Directors who have been properly and timely recommended by stockholders. Any recommendation submitted by a stockholder must include the same information concerning the candidate and the stockholder as would be required under Section 1.4 of the Company’s ~~bylaws~~by-laws if the stockholder were nominating that candidate directly. Those information requirements are summarized in this Proxy Statement under the caption “Stockholder Proposals.” The Governance and Nominating Committee will apply the same standards in considering director candidates recommended by stockholders as it applies to other candidates. The Governance and Nominating Committee has not established any specific, minimum qualification standards for nominees to the ~~Board.~~Board of Directors. From time to time, the Governance and Nominating Committee may identify certain skills or attributes (e.g. healthcare industry experience, technology experience, financial experience) as being particularly desirable for specific director nominees.TheGovernance and Nominating Committeeconsiders diversity of backgrounds and viewpoints when considering nominees for director but has not established a formal policy regarding diversity in identifying director nominees.

To date, the Governance and Nominating Committee has identified and evaluated nominees for director positions based on several factors, ~~including~~including: referrals from management, existing directors, advisors and representatives of the Company or other third ~~parties,~~parties; business and board of director ~~experience,~~experience; professional ~~reputation~~reputation; and personal interviews. Each of the current nominees for director listed under the caption “Election of Directors” is an existing director standing for re-election.

The Company’s Annual Meeting of Stockholders provides an opportunity each year for stockholders and other interested parties to ask questions of or otherwise communicate directly with members of the Company’s Board of Directors on matters relevant to the Company. Each of the Company’s directors is requested to attend the Annual Meeting in person. All of the Company’s directors attended the Company’s ~~2012~~2014 Annual Meeting of Stockholders. In addition, stockholders and other interested parties may, at any time, communicate in writing with the full Board of Directors, any individual director or any group of directors, by sending such written communication to the full Board of Directors, individual director or group of directors at the following address: Landauer, Inc., 2 Science Road, Glenwood, Illinois 60425; Attention: Corporate Secretary. Copies of written communications received at such address will be provided to the addressee unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of such communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or the Company’s business or communications that relate to improper or irrelevant topics.

Landauer is required to provide information regarding the compensation program in place for its CEO, CFO and the three other most highly compensated executive officers as of its last fiscal year end as well as certain other persons specified in SEC rules. ~~The Company has only three executive officers, including the CEO and CFO.~~ Information regarding the compensation paid to these individuals is included in this Proxy Statement. ~~Effective September 9, 2011 through December 31, 2011,one of the Company’s Directors, Michael T. Leatherman, served as Interim CFO. Effective January 3, 2012, Michael K. Burke was appointed CFO. A~~ccordingly, the Company has included compensation disclosure for both individuals that served as its principal financial officer during the year. In addition, the Company included compensation disclosure for Richard E. Bailey who served as Senior Vice President – Operations, until his retirement effective December 31, 2011. In this proxy statement, the Company refers to the individuals as to whom compensation disclosure is required as the “Named Executive Officers” or “NEOs.” This section includes information regarding, among other things, the overall philosophy of the Company’s ~~NEO~~executive compensation program and each element of compensation that it provides to executives, including NEOs.

Landauer performed below expectations in fiscal 2014 and as a result, performance-based compensation was adjusted accordingly as discussed further in this Compensation Discussion and Analysis (“CD&A”). In addition, significant management changes occurred during fiscal 2014 including the departure of Mr. Saxelby, Landauer’s former CEO and Mr. Burke, Landauer’s former CFO. Severance payments were made to both executives consistent with the Executive Severance Plan for Mr. Burke and consistent with the employment agreement in place for Mr. Saxelby. Additional information regarding such payments is found on pages 35-36 below under the heading, “Severance Agreements”.

At the 2014 Annual Meeting, the Company’s executive compensation program was approved by 74.6% of the votes cast on the “say-on-pay” proposal, which represented a significant decrease from the 2013 and 2012 annual meeting say-on-pay votes. This led the Company to undertake an in-depth review of its compensation policies and practices and to continue its dialogue with shareholders regarding its compensation policies. As a result of this review and dialogue, the Compensation Committee has taken the following steps since the 2014 Annual Meeting to address shareholder concerns:

Additional information regarding our stockholder outreach and subsequent policy change is found on page 16 below under the heading, “2014 Annual Meeting Executive Compensation Advisor Vote”.

The elements of Landauer’s compensation program for NEOs include base salary, annual non-equity incentive compensation (“annual bonus”), long-term equity incentive compensation, retirement benefits and severance arrangements. The Compensation Committee considered the results of the non-binding advisory shareholder vote on executive compensation at our February 9, 2012 Annual Meeting of Stockholders, at which the overall compensation of the Company’s Named Executive Officers was approved by 97% of the votes cast. Given the high level of stockholder support, the Compensation Committee of the Board of Directors determined that no significant changes to the Company’s executive compensation philosophy and principles were required during fiscal 2012 as a result of the vote.

Landauer designs its compensation program to maintain a performance and achievement-oriented environment throughout the Company, while ensuring the program does not create unnecessary or excessive risk. The goals of the Company’s executive compensation program are to:

Consistent with these goals, the Board has developed and approved an executive compensation philosophy to provide a framework for the Company’s executive compensation program. The key components of this philosophy are:

The executive compensation philosophy results in three major components of executive compensation: a competitive base salary reflective of the individual’s role, responsibilities, experience and capabilities; non-equity incentive compensation tied to Company and individual annual performance; and long-term equity incentives tied to Company performance and individual level of responsibility to impact results over time. The Company determines the appropriate level of these components by using market compensation information as described more fully below.

Additional information regarding such payments is found on pages 35-36 below under the heading, “Severance Agreements”. At the 2014 Annual Meeting, the Company’s executive compensation program was approved by 74.6% of the votes cast on the “say-on-pay” proposal, which represented a significant decrease from the 2013 and 2012 annual meeting say-on-pay votes. This led the Company to undertake an in-depth review of its compensation policies and practices and to continue its dialogue with shareholders regarding its compensation policies. As a result of this review and dialogue, the Compensation Committee has taken the following steps since the 2014 Annual Meeting to address shareholder concerns:

In each case, these changes underscore the Company’s commitment to pay-for-performance. All of these changes are designed to further align the executives’ interests with shareholders and compensate executives on the basis of actual performance.

The Compensation Committee assists the Board of Directors in fulfilling the Board’s oversight responsibilities to administer the Company’s executive compensation program. Each member of the Committee is independent as defined in the corporate governance listing standards of the ~~New York Stock Exchange,~~NYSE, Landauer’s director independence standards and applicable law and SEC regulations.

The Committee reports to the Board of Directors on all compensation matters regarding Landauer’s executives and other key salaried employees. The Committee reviews annually and approves or recommends to the Board of Directors for approval, as applicable, the compensation (including annual base salary, annual non-equity incentive compensation, long-term equity incentive compensation and other employee benefits) for the Company’s executives and other key salaried employees. Further information about the Committee’s responsibilities is contained in the Committee’s Charter, which is available in the “Corporate Governance” section on the “Investor Relations” page of Landauer’s website atwww.landauer.com.

During and after the end of each fiscal year, the CEO provides the Compensation Committee with feedback regarding the performance of the ~~NEOs.~~executives and key salaried employees. Annually, and in the cases of ~~NEO~~executive promotions or hires, the CEO makes recommendations to the Compensation Committee regarding the compensation package for each of the ~~NEOs~~executives (other than himself). Based on its review of individual performance (taking into account input from the CEO), input andmarket data from its independent compensation consultant and other factors, the Compensation Committee makes recommendations to the Board regarding the compensation for the CEO and the other ~~NEOs.~~executives. Acting upon the recommendation of the Compensation Committee, the independent members of the Board, meeting in executive session, determine the compensation of the CEO and the other executives, including NEOs.

To assist the Compensation Committee in discharging its responsibilities, the Committee retains Hay Group, Inc. as its independent compensation consultant. Hay Group is entirely independent and as such its work for the Compensation Committee does not raise any conflict orof interest. Hay Group’s independence is reviewed annually in accordance with NYSE listing standards. The consultant’s role is to advise the Committee on all executive compensation matters. Biennially, Hay Group presents the Compensation Committee withsurvey data and information about other relevant market practices and trends, and makes recommendations to the Compensation Committee regarding target levels for various elements of total compensation for senior executives, which the Compensation Committee reviews and considers in its deliberations. Hay Group completedits most recent biennial executive compensation analysis in fiscal ~~2012.~~

The Committee’s independent compensation consultant reports directly to the Compensation Committee. Periodically the CEO and CFO may work directly with the Committee’s consultant primarily in the development of offers for new hires and assistance on the development of recommendations on the design of its compensation program to be presented to the Compensation Committee or the Board of Directors. This interaction between the Committee’s consultant and

management takes place under the approval of the Compensation Committee Chair. During fiscal ~~2012,~~2014, management worked with the compensation consultant on compensation for ~~several~~certain roles in the organization, including external hires.

To ensure that its executive officer compensation is competitive in the marketplace, the Company uses a formal job evaluation methodology to determine both the internal and external equity of its NEOs’ total compensation. Internal equity is considered in order to ensure that members of Landauer’s executive management are compensated at an appropriate level relative to other members of its executive management, while external equity is a measure of how the Company’s compensation of its executive management compares to compensation for positions with comparable job content at other companies. Hay Group reviews each executive position using its proprietary method of job evaluation to assess the position’s relative scope. In this process, Hay considers the breadth of responsibilities, the complexity of the role, and the role’s impact on the success of the business. Once each job is valued independently, Hay Group compares the jobs to determine relative relationships and then relates these job content scopes to pay opportunity levels based on compensation market data from Hay Group’s Industrial Executive Compensation Report, a proprietary annual executive compensation survey with data on more than 100 executive level positions from over 300 organizations. Given that Landauer competes in a market with limited competitors, the Compensation Committee has determined that utilizing a broad industry survey with a focus on publicly traded companies and significant survey participation by the manufacturing sector, such as the Hay Group survey, is an appropriate method forevaluating the Company’s executive compensation practices.

All components of Landauer’s executive compensation program are aligned around the 50^th50th percentile of Hay Group’s survey data for targeted performance. For short-term and long-term incentive compensation, achievement of over performance goals can result in a maximum award equal to 200% of the target opportunity. ~~In the case of long-term incentive compensation, the 75~~^th ~~percentile of Hay Group’s survey data is targeted for achievement of over performance goals.~~ Actual pay will vary above or below the 50^th50th percentile depending on a number of factors including individual performance, tenure with the organization and overall Company performance.

With the assistance of the compensation consultant, the Compensation Committee annually reviews relevant compensation market data, trends and best practices in executive compensation, and executive pay tallies for the Company’s NEOs to ensure that the design of its program is consistent with its compensation philosophy and that the amount of compensation is within appropriate competitive parameters. Based on this review, the Compensation Committee has concluded that the total compensation of each NEO and, in the case of the severance and change-in-control scenarios, potential payouts are appropriate and reasonable.

During fiscal 2014, the Compensation Committee worked with Hay Group to revise its peer group, which historically has been used only to benchmark director compensation. For fiscal 2015 and beyond, the purpose of this revised peer group will be to (1) benchmark the Company’s director compensation and (2) provide the Committee with supplemental compensation data for NEO benchmarking. However, the Compensation Committee will continue to rely on the aforementioned survey data as its primary benchmarking data source.

~~Interim CFO Compensation~~As part of its peer group review, Hay Group developed a set of companies based on Landauer’s GICS code (3510 – Health Care Equipment and Services) and annual revenues comparable to Landauer. This set of companies was then reduced by selecting companies with market capitalizations comparable to Landauer, and primary business focus on either (1) design and manufacturing of medical devices and/or (2) diagnostic, analytic, imaging and/or testing services in the life sciences and health care markets. The resulting group of twenty-two companies is listed below:

~~The Board of Directors of the Company appointed one of its Directors, Michael T. Leatherman, as the Company’s~~ ~~Interim CFO, as well as its acting principal financial officer and acting principal accounting officer, each effective from September 9, 2011 through December 31, 2011.~~ Mr. Leatherman was paid a monthly salary of $35,000 for each month he served in the role. Mr. Leatherman was also awarded a $75,000 stock grant in recognition of his contributions as Interim CFO, which approximated, on a pro-rata basis, the value of the annual equity award that had been provided to the Company’s prior CFO. The Compensation Committee has concluded that the compensation of the Interim CFO was appropriate and reasonable.

Landauer’s executive officer compensation package includes a combination of annual cash and long-term incentive compensation. Annual cash compensation for executive officers is comprised of base salary plus annual non-equity incentive bonuses. Long-term incentives consist of a combination of restricted share grants with performance and ~~time-based~~time -based vesting characteristics.

In setting total compensation, Landauer applies a consistent approach for all executive officers. Also, the Compensation Committee exercises appropriate business judgment in how it applies its standard approach to the facts and circumstances associated with each executive. Additional detail about each pay element follows.

Base Salaries:As discussed above, data on salaries paid to comparable positions in the Hay Group survey are gathered and reported biennially to the Compensation Committee by its independent compensation consultant. The Compensation Committee, after receiving input from the compensation consultant, ~~recommends to the Board for its consideration and approval~~approves the salaries for the CEO, CFO, other NEOs and ~~other NEOs.~~executives. The CEO provides input for the salaries for the CFO and other ~~NEOs.~~executives. The Compensation Committee seeks generally to establish base salaries for the CEO, CFO and other NEOs around the 50^th50th percentile of the Company’s compensationsurvey data,, which is the targeted market position to facilitate the attraction and retention of executive talent. In ~~fiscal 2012, the salaries~~light of the ~~NEOs approximated, within a weighted average of 8%,~~Company’s fiscal 2013 performance, the~~median of thecompensationsurvey data~~ NEOs’ base salaries were not increased for ~~their positions.~~

Annual Non-Equity Incentives: Annual non-equity incentive awards to the CEO, CFO and other ~~NEOs~~executives are paid relative to the targets established annually by the Compensation Committee under the terms of the Landauer, Inc.

Incentive Compensation Plan. Annual incentive awards for the CEO, CFO and other ~~NEOs~~executives are intended to promote the achievement of Landauer’s annual financial goals, as well as individual goals. For fiscal ~~2012,~~2014, the plan establishes an incentive pool which is related to aggregate executive officer base salary and performance of Landauer relative to (i) ~~budgeted~~plan revenue and (ii) ~~budgeted~~plan net income. ~~The fiscal 2012 metrics of revenue and net income as performance targets reflect the long-term strategic priority of the Company toincentivize~~ ~~revenue and earnings growth, which the Company believes represent key~~ ~~drivers ofthe Company’slong-term performance.~~ The Committee believes use of these metrics provides alignment with the interests of Landauer’s~~stockholders~~. The Plan is intended to meet the deductibility requirements of Section 162(m) of the Internal Revenue Code as performance-based pay, and our expectation is that this will result in paid awards being fully deductible by the Company for federal~~incometax purposes.~~ stockholders.

Similar to the process for base salary, data for non-equity incentives paid to comparable positions in the Hay Group survey are gathered and reported biennially to the Compensation Committee by the independent compensation consultant. The Compensation Committee, after receiving input from the compensation consultant, approves or recommends to the Board for its consideration and approval, as applicable, the non-equity incentives for the CEO, CFO and other ~~NEOs.~~executives. The target incentive compensation award (“ICA”), as a percentage of individual executive officer base salary, is 50% for the Chief Executive Officer and 40% for the CFO and other NEOs. These payout ratios are determined based upon targeting total cash compensation (base salary plus non-equity incentive compensation) around the 50^th percentile as determined by the survey ~~studyperformed~~study performed by the Committee’s independent compensation consultant. The actual size of the incentive compensation pool available for award varies based upon actual financial performance for revenue and net income.

The revenue and net income targets are established as part of the annual operating planning process. The targets are recommended by management, reviewed by the Compensation Committee and approved by the Board. The targets are intended to be representative of strong financial performance by the Company based upon market conditions and the expectations of stockholders. The scales of the payout ratios are intended to compensate management for the perceived effort required to achieve the targeted performance and reward management for the effort required to deliver results beyond expected levels.

The revenue and net income targets for fiscal ~~2012~~2014 were established as follows ($’s in millions):

The range of the scale for revenue and net income achievement is intended to align management with the expectations of stockholders on earnings growth. Performance below 80% of planned revenue and 94% of net income would be considered to be below the Company’s expectations and, accordingly, results in zero payout of the target ~~award~~.award. Similarly, performance at 120% ~~to plan~~of target is believed to represent performance well beyond the expectations of the business. Awards for performance between 80% for revenue and 94% for net income and 120% of ~~goal are determined by linear interpolation with~~the performance goals results in payouts ranging from 50% to 200% of targeted award. The overall payout ratio ~~maintains~~is intended to maintain alignment with the expectations of stockholders on minimum performance.

The amount of potential ICA for any executive officer is determined by multiplying the executive’s base salary times the actual incentive award percentage. The actual ICA percentage is the target award percentage of 50% or 40% multiplied by the percentage of target award determined by the weighted average of the revenue and net income components in the following ratio:

Two-thirds of the target ICA is payable to the executive officer based solely on financial performance of the Company. With respect to the one-third balance remaining in the pool for the fiscal year, the Compensation Committee will have the discretion to award any executive officer an amount ranging from zero to one-third of the award such executive officer would otherwise receive based upon achievement against personal management objectives (“PMO”). Accordingly, the total ICA is calculated as follows:

PMOs are established annually and are aligned with the strategic priorities of the Company. PMOs are intended to be challenging but generally capable of being achieved. PMOs for the Company’s NEOs in fiscal ~~2012~~2014 included:

Any amounts related to PMO achievement not so awarded may, at the discretion of the Committee, be reallocated, in whole or in part, to any other executive officer based upon the Committee’s evaluation of the individual performance of the executive officer relative to written objectives and other factors, including the CEO’s annual report to the Committee of the executive officer’s performance.

The individual and aggregate amounts of incentive compensation awards for the fiscal year, as approved by the Compensation Committee, are limited to 200% of the targeted awards.

~~Recognizing that extraordinary positive~~The Incentive Compensation Plan permits the adjustment of performance measures upon the occurrence of certain non-recurring events, including asset write downs, litigation claims, judgments or ~~negative non-operating events can~~settlements, accruals for reorganization and ~~do occur,~~restructuring programs, objectively determinable legal, integration, or deal related costs in connection therewith or changes in law or accounting principles. For fiscal 2014, no such adjustments were made. Following the 2014 annual meeting the Committee ~~may elect~~reviewed the Company’s practice and policy concerning adjustments to performance measures,

and in addition to reaffirming the circumstances permitting such adjustments, the Committee adopted a written policy clarifying that such events or circumstances that would make adjustments appropriate will not occur regularly. In addition, the Committee clarified that it intends, as a general matter, to not make adjustments for events or circumstances that are within the incentive compensation calculations to reflect the impact of those events. During fiscal 2012, reported revenues were adjusted down by $0.4 million, and reported net income was adjusted up by $3.3 million. The adjustments to revenue resulted from an internal change in policy for customer paid freight in the reported results versus planned customer paid freight, and the adjustments to net income resulted from eliminationcontrol of the ~~favorability related to~~Company’s management, as determined by the ~~delay in~~Committee, unless such adjustments make the ~~ERP implementation program, adjustments related to the IZI Medical Products acquisition valuation and assumptions, and elimination~~satisfaction of ~~unplanned non-recurring expenses related to asset abandonments, reorganization, and acquisitions.~~applicable performances measures less likely. Landauer’s revenue was ~~96.0%~~99.85% of target and adjusted net income was ~~103.7%~~0% of target resulting in a weighted average performance of ~~approximately 101.4%~~29.3% of target. After reviewing the results and the ~~significant strategic progress made~~development of the various materials prepared by management during the year the Compensation Committee recommended and the Board approved ~~raising~~ the funding ~~for the incentive pool from 101.4% to 102%~~at 29.3%. The ~~NEOs~~NEO’s averaged ~~93%~~83% PMO achievement, resulting in an actual average payout of ~~101%~~27.81%.

Long-Term Equity Incentives: Long-term incentive awards for the CEO, CFO and other ~~NEOs~~executives are granted in order to promote the achievement of Landauer’s long-term strategic goals. The Compensation Committee believes that providing long-term incentive awards in the form of equity awards best achieves the long-term compensation objectives of the organization and aligns the ~~NEOs’~~executive’s interests with the interests of Landauer’s stockholders, ~~position,~~ as well as facilitates the attraction and retention of executive talent. Each year, the Compensation Committee reviews and approves or makes recommendations to the Board, as applicable, as to the long-term incentive awards for each of the ~~NEOs.~~executives. In determining the total value of the long-term incentive opportunity for each executive, the Compensation Committee reviews the ~~surveydata~~survey data presented by its independent compensation consultant biennially on a position-by-position basis and attempts to provide a benefit at a competitive level, which approximates the 50^th50th percentile for eachsurveyedposition.

Long-term incentives are provided to Landauer’s executives under the stockholder approved Landauer, Inc. Incentive Compensation Plan. The Plan permits grants of stock options, stock appreciation rights, restricted shares, restricted share units,,performance shares andperformance shareunits. The Plan is intended to meet the deductibility requirements of Section 162(m) of the Internal Revenue Code as performance-based pay, and the Company expects that paid awards will be fully deductible by the Company for federal~~incometax purposes.~~

Current restricted shares are subject to risk of forfeiture and vest in accordance with performance and time restrictions. Each grant is allocated between performance-based and time-based vesting. For performance shares of restricted stock that will vest at the end of the restriction period, vesting is based upon the achievement of one or more performance goals. Up to 100% of the performance shares may be forfeited if the performance goals are not achieved. In addition, for certain financial targets, over-performance shares can be earned for achievement of over-performance goals.

A~~nnual~~Annual equity grantsto the executives, including NEOs, are allocated 70% to ~~performance~~-~~based~~performance-based vesting and 30% to time-based vesting. This balance between performance-based and ~~time~~-~~based~~time-based equity grants is in alignment with the development of Landauer’s long-term growth strategy, motivates management for the appropriate balance between short-term and long-term decision making and aligns management’s long-term compensation closely with the interest of Landauer’s stockholders. Dividend and other distributions will be accrued for the shares subject to performance-based vesting and will be paid if and when ~~the performance goals have been achieved and the restriction on the~~such shares ~~is released by the Board.~~vest. Dividends on ~~time~~-~~based~~time-based grants arepaid out at the same ~~rateand~~ time aspaid to the Company’s stockholders.

The Compensation Committeeapproved the following performance goals with respect to the performance-based component of the fiscal ~~2012~~2014 annual equity ~~grant~~:grant:

The Committee introduced OCF for the fiscal 2014 equity grant to align the Company’s long-term compensation strategy with its shareholders’ focus on debt reduction and improving the Company’s balance sheet.

The targets were ~~determined~~approved by the Compensation Committee based upon the Company’s ~~long-term~~three-year strategic plan, inclusive of the impact of acquisitions completed during fiscal ~~2012. Fiscal 2012 targets were established in relation to S&P 600 benchmark performance with revenue~~2013 and ~~EBITDA targets set relative to 50~~^th ~~and 75~~^th ~~percentile performance for target and overperformance, respectively,~~ subject to certain adjustments approved by the Compensation Committee. ~~The S&P 600 provides a competitive external benchmark to measure management’s performance relative to a broad representation of small cap companies.~~ Based on its review of the ~~S&P 600 data~~Company’s business plan and ~~the Company’s business~~three-year strategic financial plan, the Compensation Committee ~~determined~~believes that the ~~overperformance~~target and over-performance goals represent a reasonably challenging performance objective.

The extent to which the performance-based shares will vest depends on the Company’s performance over the October 1, 2013-September 30, 2016 performance period. As noted above, performance will be measured against specified revenue, EBITDA and OCF goals. The vesting of 25% of the performance shares will be tied to the revenue goal, the vesting of 50% of the performance shares will be tied to the EBITDA goal and the vesting of 25% of the performance shares will be tied to the OCF goal. With respect to each of these components, no vesting will occur unless the Company attains 80% of the relevant performance goal. If performance is below this level on either measure, all performance shares tied to that measure will be forfeited. If performance is at the 80% level with respect to a measure, the related performance shares will vest at the 50% level. If performance is at the 100% level with respect to a measure, the related performance shares will vest at the 100% level. If performance is at the 120% level with respect to a measure, the related performance shares will vest at the 200% level. In addition to these requirements, the Committee also determined that with respect to the performance shares related to the revenue and OCF goals, these shares can vest at levels above 100% only if the Company achieves at least target performance on the EBITDA goal. Vesting levels will be interpolated for achievement levels between 80%-120%. The chart below demonstrates how vesting levels relate to performance against the respective performance goals:

~~Thetargetvalue~~For the fiscal 2015 annual equity grant, the Committee approved the following performance goals with respect to the performance-based component of ~~this award to each executive was determined based on thesurvey~~ ~~data presented by~~ the ~~Company’s independent compensation consultant on a position-by-position basis. The~~fiscal 2015 annual equity grant:

If threshold ROIC performance is not achieved over the fiscal 2015 equity grant’s performance period, ~~of these awards is October 1, 2011 through September 30, 2014. Targets for the~~any award payouts related to EBITDA or OCF performance ~~period~~ are ~~compounded average annual growth rates. Achievement of~~capped at target, ~~goals earns the~~even if actual performance exceeds targeted ~~long-term incentive opportunity,while achievement~~ ~~of overachievement goals results in the granting of overachievement shares, with pro-rata shares granted through interpolation between target and overachievement~~ levels. The ~~timed~~-~~based grant is subject~~Committee feels that this emphasis on long-term ROIC performance reflects shareholders’ interests in increased profitability relative to ~~cliff vesting on September 30, 2014,which isaligned with the retention objective of thePlan~~.

The Board has generally followed a practice of making all equity grants to executive officers on a single date each year. Prior to the relevant Board meeting, the Compensation Committee reviews an overall stock award pool for all participating employees, of which there were 3723 in fiscal ~~2012,~~2014, and individual grants to executives proposed by the CEO to the Committee. Based on the proposal from the CEO and recommendation from the Compensation Committee, the Board reviews and approves the overall pool and the individual equity grants to executives.

While most of the Company’s equity awards to NEOs have been made historically pursuant to its annual grant program, the Compensation Committee and Board retain the discretion to make additional awards to executives at other times for recruiting or retention purposes. The Company, by policy, does not have any program, plan or practice to time “off-cycle” awards in coordination with the release of material non-public information. Long-term equity incentive awards of 2,875 shares of the Company’s stock were granted during fiscal 2012 to the CFO for recruiting and retention purposes. This restricted stock was granted under the stockholder-approved Incentive Compensation Plan. The value of these shares was determined based on consultation with, and benchmarking data presented by, the Company’s independent compensation consultant. One-half of these shares will vest on each of the second anniversary and third anniversary of the grant date, provided at the time of each vesting date the CFO is an employee of the Company. The Committee believes that this vesting schedule is consistent with the grant’s purpose of supporting the Company’s executive retention strategy, and is aligned with the Company’s focus on long-term stockholder value creation. Dividends will be paid out as scheduled, consistent with other Landauer grants of time-based restricted stock.

All equity awards are made pursuant to the Plan. Awards of equity to employees below the executive level are made by the Company’s CEO, pursuant to authority delegated by the Board and subject to the Board-approved allocation.

Stock Ownership Guidelines, Anti-Hedging and Anti-Pledging Policies:The Compensation Committee has established stock ownership goals for the Company’s executives, including the NEOs, and directors as the Committee believes that substantial ownership of the Company’s stock will further align the ~~NEOs’~~executives’ and directors’ interests with the interests of Landauer’s stockholders. Stock counted towards the ownership goal includes Landauer shares owned outright or beneficially owned (i.e., held directly or indirectly with spouse or minority aged dependent children) and grants of ~~time- and/or performance-based~~ vested and unvested time-based restricted ~~shares.~~shares net of taxes (using an assumed tax rate of 40%). Unexercised stock options and unvested performance-based restricted shares are not counted in the calculation of an executive’s ownership goal achievement. Landauer’s CEO is subject to a stock ownership goal of three times his current annual base salary. Landauer’s ~~other NEOs are subject to a stock ownership goal of two times the executive’s base salary. All other Board-approved executives~~Senior Vice Presidents (“SVPs”) are required to own Company shares with a market value equal to of two times the ~~executive’s~~SVP’s base salary. All other executive officers (as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) are required to own Company shares with a market value equal to one times the executive officer’s current annual base salary. Directors are required to own Company shares with a market value equal to at least three times the director’s annual retainer, not including any additional retainer for chairing a committee.

~~NEOs~~Unless the director or executive officer has achieved and maintains the applicable guideline level of stock ownership, the director or executive officer is required to retain an amount equal to 50% of the net shares received as a result of the exercise, vesting or payment of any Landauer equity awards granted to the director or executive officer. “Net shares” are ~~not permitted, subject~~those shares that remain after shares are sold or withheld, as the case may be, to ~~approved exceptions, to sell shares~~pay any applicable exercise price for the award and satisfy any tax obligations arising in connection with the exercise, vesting or payment of ~~Landauer stock before meeting their applicable ownership goals.~~the award. Upon reaching the applicable ownership goal, the expectation is that the targeted ownership will be maintained by the ~~executive. Exceptions may be approved in situations involving financial hardship or limited estate planning transactions. Requests for exceptions~~executive officer.

Compliance with these stock ownership guidelines will be ~~submitted to the Company’s CFO for review~~measured periodically by the ~~CEO, in~~Company, and the ~~case~~results of ~~NEOs, or by the Compensation Committee, in the cases of the CEO and CFO, on a case-by-case basis. Any exceptions approved by the CEO~~such measurement will be reported to the Compensation ~~Committee.~~Committee at least annually.

The Company has also established anti-hedging and anti-pledging policies for the Company’s executives, including each of the NEOs, and directors. Pursuant to the Company’s anti-hedging policy, no director, officer, or employee of the Company or their family members may purchase or sell financial instruments or derivative securities that are designed to hedge or offset any decrease in the market value of the Company’s securities granted to or held by such person, including any incentive plan award. Pursuant to the Company’s anti-pledging policy, no director, officer, or employee of the Company or their family members may hold Company securities in a margin account or pledge Company securities as collateral for a loan or other obligation.

Retirement Plans: The NEOs participate in the full range of benefits and are covered by the same plans, with exceptions noted, on the same terms as provided to all of Landauer’s U.S. salaried employees. The plans are designed to provide an appropriate level of replacement income upon retirement.

Post-Termination Compensation: ~~The Company has entered into severance agreements with certain~~Certain of ~~its NEOs.~~the Company’s NEOs ~~that do not have individual severance agreements with~~participate in the ~~Company are covered, at a minimum, by its~~Executive Severance Plan ~~applicable to all employees.~~(the “Executive Severance Plan”) and the Special Severance Plan (the “Special Severance Plan”). These severance ~~agreements and the Severance Plan~~plans provide for payments and other benefits if the NEO’s employment terminates for a qualifying event or circumstance, such as being terminated without “Cause” or leaving employment for “Good Reason,” as these terms are defined in the applicable severance agreement and the Severance Plan. In addition, certain of Landauer’s executives participate in thecircumstance. The Executive ~~Special~~ Severance Plan ~~which~~was adopted on February 20, 2013 by the Compensation Committee and provides for payments and other benefits in the case of a termination without “Cause” (as such term is defined in the Executive Severance Plan), unless the NEO would otherwise be eligible for termination benefits pursuant to the Special Severance Plan. The Special Severance Plan provides for payments and other benefits in the case of certain terminations following a change in control, as defined under the ~~plan. Further information regarding these individual severance agreements and the Executive~~ Special Severance ~~Plan, including definitions~~Plan. In addition to already existing double trigger vesting of ~~key terms and a quantification~~cash awards, the Special Severance plan was amended on November 12, 2014 to provide for double trigger vesting of ~~benefits that would have been received by the Company’s NEOs had termination occurred on September 30, 2012, is found under the heading “Severance Agreements” within this Proxy Statement.~~

The Compensation Committee believes that these severance arrangements are an important part of overall compensation for Landauer’s ~~NEOs.~~executives. The Committee believes that these arrangements will help to secure the continued employment and dedication of the Company’s ~~NEOs~~executives prior to or following a change in control, notwithstanding any concern that they might have regarding their own continued employment. The Committee also believes that these arrangements are important as a recruitment tool and, to a lesser extent, retention device, as many of the companies with which Landauer competes for executive talent have similar arrangements in place for their senior employees. The Committee believes that these benefits are simple to understand, transparent and fair to Landauer’s stockholders and each ~~NEO.~~executive.

Executive Compensation – Compensation Discussion and Analysis

PROXY STATEMENT

Effective June 20, 2014, Michael Burke, the Company’s former Senior Vice President and Chief Financial Officer stepped down from such positions with the Company. In connection with his departure, Mr. Burke received compensation and benefits commensurate with those contemplated by his existing agreements with the Company for a termination without cause, including the Company’s Executive Severance Plan and the terms of his separation agreement entered into with the Company (the “Separation Agreement”).

Effective September 15, 2014, William Saxelby, a former member of the Company’s Board and the Company’s former President and Chief Executive Officer stepped down from such positions with the Company. In connection with his departure, Mr. Saxelby received compensation and benefits commensurate with those contemplated by his existing agreements with the Company for a termination without cause, including his employment agreement and the separation and consulting agreement entered into with the Company (the “Separation and Consulting Agreement”). In addition, effective September 16, 2014, due to his experience and knowledge, the Company retained Mr. Saxelby as a consultant in accordance with the terms set forth in the Separation and Consulting Agreement. Pursuant to the Agreement, Mr. Saxelby will provide consulting services to the Company until September 30, 2015. Mr. Saxelby’s consulting services will focus on Radwatch market penetration and transition matters related to the military vertical market. As compensation for the consulting services, the Company has awarded Mr. Saxelby 11,403 shares of the Company’s common stock with a value of approximately $400,000 as of the grant date, subject to vesting based on the satisfaction of performance measures related to his consulting services. Such performance measures are tied to the achievement of sales goals which represent an increase in the performance achieved over prior years.

Compensation of Interim CEO: With the departure of Mr. Saxelby as Chief Executive Officer, the Company appointed Michael L. Leatherman on an interim basis to perform the functions of President and Chief Executive Officer of the Company, effective September 15, 2014. Mr. Leatherman was subsequently named President and Chief Executive Officer of the Company in December 2014. With respect to Mr. Leatherman’s Interim role, the Company approved a special compensation package for Mr. Leatherman based on Mr. Saxelby’s (the former CEO) cash and target bonus compensation consisting of the following:

Monthly compensation of $86,400; and

Participation in the Company’s medical, dental, vision and vacation programs generally made available to other employees of the Company.

Because Mr. Leatherman was initially hired on an interim basis during the Board’s search for a permanent candidate, he did not receive any equity awards, he was not eligible for bonus opportunities for fiscal 2014 and was not eligible to participate in the Executive Severance Plan, the Special Severance Plan or any of the qualified or non-qualified retirement programs sponsored by the Company.

Effective December 15, 2014, the Company appointed Mr. Leatherman as President and Chief Executive Officer, removing the Interim designation. With respect to this appointment, the Company approved the following compensation package for Mr. Leatherman based on survey data presented by its compensation consultant and consistent with our compensation philosophy:

Annual base salary of $610,000;

Target incentive bonus of 50% of base salary beginning with fiscal 2015;

Target long-term incentive award in the form of performance-based restricted stock with a value of 150% of base salary;

Participation in the Special Severance Plan; and

Participation in the Landauer, Inc. Non-Qualified Executive Excess Plan (“NQ Excess Plan”), including a Company contribution to the NQ Excess Plan of 7.5% of base salary paid through the end of each fiscal year of employment.

Mr. Leatherman is not eligible to participate in the Executive Severance Plan.


		25

PROXY STATEMENT

Executive Compensation – Compensation Discussion and Analysis

Compensation of Interim CFO: With the departure of Mr. Burke as Chief Financial Officer, the Company hired Mark Zorko on an interim basis to perform the functions of Chief Financial Officer of the Company, effective June 21, 2014. The Company approved a special compensation package for Mr. Zorko based on Mr. Burke’s (the former CFO) cash compensation consisting of the following:

Annual base salary of $357,875;

Target incentive bonus of 40% of base salary for the remainder of fiscal 2014;

A signing bonus of $55,830;

Participation in the NQ Excess Plan, including a Company contribution to the NQ Excess Plan of 7.5% of base salary paid through the end of fiscal 2014; and

Participation in the Company’s benefit and vacation programs generally made available to other employees of the Company.

Because Mr. Zorko was hired on an interim basis, he did not receive any equity awards and is not eligible to participate in the Executive Severance Plan or the Special Severance Plan.

Recoupment and Forfeiture of Incentive Compensation Policy:Landauer’s executive officers may be required to repay previously awarded incentive compensation to the Company in certain circumstances and to the extent permitted under applicable law.

To the extent the Compensation Committee determines that an executive officer engaged in conduct that causes significant losses or reputational harm to the Company, the Committee will determine whether, and to what extent, recoupment of incentive awards may be appropriate based on the facts and circumstances involved. If any of the Company’s financial statements are required to be restated, resulting from errors, omissions, or fraud, the Committee may in its discretion, to the extent the Committee determines that an executive officer’s gross negligence or misconduct caused or contributed to the need for the financial restatement, direct the Company to recover all or a portionof any incentive award payment (whether in the form of cash or equity) made to any or all of its executive officers with respect to the 36 month period following first issuance orfiling of the financial results required to be restated. In exercising its discretion, the Committee shall consider all facts and circumstances it deems relevant, such as the degree to which the restatement was material and the degree of an executive officer’s involvement in the circumstances leading to the ~~restatement.~~restatement

The amount to be recovered from any executive officer based on a financial restatement shall be the amount by which the affected incentive award(s) exceeded the amount that would have beenpaid based on the financial statements as restated, or any greater or lesser amount (up to and including the entire award) that the Committee may determine. The Committee may determine to recover different amounts from different executive officers on such bases as it shall deem appropriate.

The Committee shall determine, subject to applicable law, whether the Company shall affect such incentive award recovery (i) by seeking recoupment from the executive officer; (ii) by reducing the amount that would otherwise be payable to the executive officer under any compensatory plan, program, or arrangement maintained by the Company; (iii) by withholding payment of future increases in compensation (including payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made; or (iv) by any combination of the foregoing.

~~Post Year-End~~As disclosed in the 8-K filed February 2, 2015, the Company will be restating its consolidated financial statements as of September 30, 2013 and 2012 and for the years then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. In light of this restatement, the Compensation ~~Decisions~~Committee is considering whether the policy described in this paragraph should apply.


26

In December 2012, the Company amended the Executive Special Severance Plan (the “Severance Plan”) and Mr. Saxelby’s employment agreement. The amendment to the Severance Plan (i) eliminated a participant’s right to receive severance benefits in connection with any voluntary resignation during the 30-day period immediately following the one-year anniversary of a change in control, and (ii) modified the provisions of the Severance Plan regarding “parachute payments” to provide that, if payments under the Severance Plan or otherwise would be subject to an excise tax under Section 4999 of the Internal Revenue Code, a participant will no longer be entitled to an additional “gross-up” payment to account for such excise tax, but instead will either (x) have his or her payments reduced to the extent necessary to avoid the excise tax or (y) receive the full payment and be subject to the excise tax, whichever results in a better net after-tax benefit to the participant. These changes were made to bring the Severance Plan into line with current practices with respect to such plans and after consultation with the Hay Group, the Compensation Committee’s independent compensation consultant. Contemporaneous with the amendment to the Severance Plan, Mr. Saxelby’s employment agreement was amended to provide that Mr. Saxelby would be subject to the amendments to the Severance Plan, notwithstanding a provision in his employment agreement that otherwise precluded adverse changes to the Severance Plan from applying to him. In consideration for Mr. Saxelby agreeing to be subject to the Severance Plan amendment, and to promote the retention of Mr. Saxelby, the amendment to Mr. Saxelby’s employment agreement provided for him to receive a retention award in the form of restricted shares valued at $1,200,000, determined as of the grant date and shall vest in four (4) installments, as follows: (i) 20% of such award shall vest on the first anniversary of the Grant Date, (ii) 20% of such award shall vest on the second anniversary of the Grant Date, (iii) 20% of such award shall vest on the third anniversary of the Grant Date, and (iv) 40% of such award shall vest on the fourth anniversary of the Grant Date. The award to Mr. Saxelby promotes his long-term retention and further aligns his interests with the interests of Landauer’s stockholders.

Executive Compensation – Compensation Committee Report

PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this ProxyStatement and the Company’s ~~2012~~2014 Annual Report on Form ~~10-K~~.

10-K.

Members of the Compensation Committee:

William G. Dempsey, Chairman

~~Michael T. Leatherman~~

Stephen C. Mitchell

Thomas M. White

~~SUMMARY COMPENSATION TABLE~~

~~For Fiscal Year Ended September 30, 2012~~

Name and Principal
  Position
Year
Salary
($)
Bonus⁽⁴⁾
($)
Stock
Awards⁽⁵⁾
($)
Non-Equity
Incentive
Plan
Compensa-
tion⁽⁶⁾
($)
Change in
Pension
Value and
Non-
qualified
Deferred
Compensa-
tion
Earnings⁽⁷⁾
($)
All
Other
Compensa-
tion^(8,9,10)
($)
Total
($)
William E. Saxelby
  President and Chief
  Executive Officer
2012
2011
2010
570,934
553,992
542,720
-
-
-
522,110
522,129
842,359
287,829
139,750
161,247
33,544
39,245
19,054
54,183
62,122
1,383,475
1,468,600
1,317,238
2,948,855
Michael K. Burke⁽¹⁾
  Senior Vice President
  and Chief Financial Officer
2012
2011
2010
247,692
-
-
150,000
-
-
373,315
-
-
104,625
-
-
-
-
-
22,519
-
-
898,151
-
-
R. Craig Yoder
  Senior Vice President
   – Technology and
   International Business
2012
2011
2010

262,265
254,483
249,305

-
-
-

109,934
244,924
216,763

103,994
49,323
59,667

265,026
340,501
167,888

28,718
33,178
34,140

769,937
922,409
727,763

Michael T. Leatherman⁽²⁾
  Former Interim Chief
  Financial Officer
2012
2011
2010
121,154
24,231
-
-
-
-
178,066
103,011
-
-
-
-
-
-
-
42,000
51,000
-
341,220
178,242
-
Richard E. Bailey⁽³⁾
  Former Senior Vice President
  - Operations
2012
2011
2010
77,549
224,569
205,586
-
-
-
-
120,033
105,014
-
43,525
52,653
11,114
16,155
8,099
2,326
28,268
27,322
90,989
432,550
398,674


		27

PROXY STATEMENT

Executive Compensation – Tables

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR ENDED SEPTEMBER 30, 2014


Name and Principal Position	Year		Salary ($)		Bonus⁽⁵⁾ ($)		Stock Awards⁽⁶⁾ ($)		Non-Equity Incentive Plan Compensation⁽⁷⁾ ($)			Change in Pension Value and Non- qualified Deferred Compensation Earnings⁽⁸⁾ ($)		All Other Compensation⁽⁹⁾ ($)		Total ($)
Michael T. Leatherman⁽¹⁾		2014		59,815		-		103,045		-			-		42,000		204,860
Interim President and		2013		-		-		-		-	��		-		-		-
Chief Executive Officer		2012		121,154		-		178,066		-			-		42,000		341,220
Mark A. Zorko⁽²⁾		2014		197,047		55,830		-		39,611			-		19,342		311,830
Interim Chief Financial		2013		-		-		-		-			-		-		-
Officer		2012		-		-		-		-			-		-		-
R. Craig Yoder		2014		272,425		-		109,948		30,453			331,214		35,341		779,381
Senior Vice President -		2013		270,133		-		109,950		96,022			-		39,988		516,093
Technology and Innovation		2012		262,265		-		109,934		103,994			265,026		28,718		769,937
Michael P. Kaminski		2014		350,000		-		150,609		40,072			-		41,532		582,213
President Radiation		2013		148,077		150,000		323,569		57,350			-		235,378		914,374
Measurement		2012		-		-		-		-			-		-		-
Michael R. Kennedy		2014		247,200		-		130,022		26,199			-		34,838		438,259
President, Landauer Medical		2013		245,123		-		130,005		88,003			-		35,216		498,347
Physics and VP Global		2012		240,000		-		130,050		95,981			-		10,860		476,891
Marketing Landauer Inc.
William E. Saxelby⁽³⁾		2014		593,045		-		643,402		284,337			41,917		27,761		1,590,462
Former President and Chief		2013		588,062		-		1,843,472		220,361			-		72,994		2,724,889
Executive Officer		2012		570,934		-		522,110		287,829			33,544		54,183		1,468,600
Michael K. Burke⁽⁴⁾		2014		316,582		-		223,276		103,146			-		103,867		746,871
Former Senior Vice President		2013		355,603		-		223,242		122,358			-		65,378		766,581
and Chief Financial Officer		2012		247,692		-		373,315		104,625			-		22,519		748,151

(1)	Mr. ~~Burke~~Leatherman was hired by the Company effective August 25, 2014 and appointed ~~Senior Vice~~Interim President and Chief ~~Financial~~Executive Officer effective ~~January 3, 2012.~~

~~(2)~~

September 15, 2014. Upon his appointment to the role of Interim President and Chief Executive Officer, Mr. Leatherman’s compensation as a director ceased. In December 2014, Mr. Leatherman ~~served as~~was appointed President and Chief Executive Officer. Since being appointed Interim ~~CFO effective September 9, 2011 through December 31, 2011. During his term as Interim CFO,~~President and Chief Executive Officer, Mr. Leatherman has continued to serve as a director of the Company, but has ceased his service as a member of the Audit Committee and Compensation Committee of the Company’s Board of Directors. His compensation as a NEO and as a ~~Director~~director is reported herein. Mr. Leatherman’s salary of ~~$121,154~~$59,815 in fiscal 2014 was earned for his services in the role of Interim ~~CFO.~~President and Chief Executive Officer. His stock awards ~~included $103,047,~~of $103,045 in fiscal 2014 were earned for his services in the role of ~~Director, and $75,019, earned for his services in the role of Interim CFO.~~director. “All Other Compensation” represents Board fees of $42,000 which were earned for his services in the role of ~~Director.~~director in fiscal 2014. Mr. Leatherman served as Interim Chief Financial Officer effective September 9, 2011 through December 31, 2011. During his time as Interim Chief Financial Officer, Mr. Leatherman continued to serve as a director of the Company, but ceased his services as a member of the Audit Committee and Compensation Committee of the Company’s Board of Directors. His compensation as a NEO and as a director is reported herein. Mr. Leatherman’s salary of $121,154 in fiscal 2012 was earned for his services in the role of Interim Chief Financial Officer. His stock awards in fiscal 2012 included $103,047, earned for his services in the role of director, and $75,019, earned for his services in the role of Interim Chief Financial Officer. “All Other Compensation” represents Board fees of $42,000 which were earned for his services in the role of director in fiscal 2012.

(2)	Mr. Zorko was hired by the Company as Sr. Financial Advisor effective April 1, 2014 and appointed Interim Chief Financial Officer effective June 21, 2014.

(3)	Mr. ~~Baileyretired~~Saxelby was separated from ~~his position as Senior Vice President - Operations and his employment with~~ the Company, effective ~~December 31, 2011.~~September 15, 2014.

(4)	~~(4)~~Mr. Burke was separated from the Company, effective June 20, 2014.

(5)	Included in this column are ~~sign-on~~sign-on/acceptance bonuses.

(6)

~~(5)~~

Amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Amounts are calculated based on the probable satisfaction of performance ~~conditions.~~conditions at target. If the highest level of performance is achieved, the maximum amounts that will be received with respect to the fiscal ~~2012~~2014 awards are as follows: Dr. Yoder, $186,865; Mr. Kaminski, $255,999 and Mr. Kennedy, $221,022. Mr. Saxelby ~~$1,246,000;~~and Mr. Burke ~~$596,462; and Dr. Yoder, $222,800.~~received stock vestings


28

Executive Compensation – Tables

PROXY STATEMENT

pursuant to their existing agreements with the Company for a termination without cause. See Note 115 to the Notes to Consolidated Financial Statements of Landauer’s ~~2012~~2014 Annual Report on Form 10-K for a discussion of the relevant assumptions used in calculating the amounts. $1,200,000 of the fiscal 2013 amount shown in this column for Mr. Saxelby represents the equity award provided to him in connection with the related modifications to our Severance Plan and Mr. Saxelby’s Employment Agreement. Upon Mr. Saxelby’s termination in fiscal 2014, 56.4% of this award was forfeited.

~~(6)~~(7)

Amounts set forth in this column were earned during each of fiscal ~~2012, 2011,~~2014, 2013 and ~~2010~~2012 under the Landauer, Inc. Incentive Compensation Plan. ~~The amounts were each paid in the first quarter of the following fiscal year.~~

~~(7)~~(8)

Amounts solely represent the increase in the actuarial present value of the named executive officer’s accumulated benefit under the Company’s defined benefit plans. Negative changes in the actuarial present value of an individual’s accumulated benefit, which are not included in the above disclosure for fiscal 2013, were as follows: Mr. Saxelby, $15,296; Dr. Yoder, $124,005.

~~(8)~~(9)

Included in this column are Company matching contributions to its 401(k) Plan, ~~as follows for fiscal 2012: Mr. Saxelby, $11,000; Mr. Burke, $3,029; Dr. Yoder, $8,881; and Mr. Bailey, $2,326.~~

~~(9)~~

~~Included in this column are~~ Company profit sharing contributions to its 401(k) Plan and Company deferred compensation contributions under the NQ Excess Plan of Landauer, Inc. respectively, as follows for fiscal ~~2011~~2014: Mr. Zorko, $3,531, $0, $15,811; Dr. Yoder, $7,544, $7,366, $20,432; Mr. Kaminski, $9,308, $5,974, $26,250; Mr. Kennedy, $9,666, $6,632, $18,540; Mr. Saxelby, $11,500, $16,261, $0; and ~~2010.~~Mr. Burke, $9,028, $9,602, $0. Also included are moving expenses for Mr. Burke, $85,238. No amounts of profit sharing contributions to its 401(k) Plan were earned during fiscal 2012 as a result of changes in the Company’s timing of its profit sharing contributions to the plan.

	~~(10)~~	Included in this column are Company deferred compensation contributions under the NQ Excess Plan of Landauer, Inc. Amounts earned during fiscal 2012, which the Company will credit to the executives’ accounts during fiscal 2013, were as follows: Mr. Saxelby, $43,183; Mr. Burke, $19,490; Dr. Yoder, $19,837; and Mr. Bailey, $0. During fiscal 2010, the Company credited $1,323,684 to Mr. Saxelby’s account, cancelling his benefit under the Supplemental Key Executive Retirement Plan per the terms of his amended employment agreement.
		29

PROXY STATEMENT

Executive Compensation – Tables

GRANTS OF PLAN-BASED AWARDS

~~For Fiscal Year Ended September~~ FOR FISCAL YEAR ENDED SEPTEMBER 30, ~~2012~~2014



													Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards⁽²⁾ ($)	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)					Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Threshold ($)	Target ($)	Maxi- mum ($)	Threshold (#)	Target (#)	Maxi- mum (#)		Grant Date Fair Value of Stock and Option Awards⁽²⁾ ($)
Michael T. Leatherman											2/21/2014	⁽³⁾															2,075			103,045
Mark A. Zorko											-			-		39,611		39,611
R. Craig Yoder											-			-		108,969		217,938
											12/3/2013	⁽⁴⁾								-		1,502		3,004					76,917
											12/3/2013	⁽⁵⁾														645			33,030
Michael P. Kaminski											-			-		140,000		280,000
											12/3/2013	⁽⁴⁾								-		2,058		4,116					105,390
											12/3/2013	⁽⁵⁾														883			45,218
Michael R. Kennedy											-			-		98,880		197,760
											12/3/2013	⁽⁴⁾								-		1,777		3,554					91,000
											12/3/2013	⁽⁵⁾														762			39,022
William E. Saxelby	- 11/10/2011⁽³⁾ 11/10/2011⁽⁴⁾	-	285,467	570,934	-	7,267	21,662	3,115	365,457 156,653		-			-		296,523		593,045
											12/3/2013	⁽⁴⁾								-		8,794		17,588					450,341
											12/3/2013	⁽⁵⁾														3,770			193,062
Michael K. Burke	- 01/03/2012⁽³⁾ 01/03/2012⁽⁴⁾ 01/03/2012⁽⁵⁾	-	99,077	198,154	-	2,994	7,271	1,284 2,875	156,257 67,012 150,046		-			-		126,633		253,266
R. Craig Yoder	- 11/10/2011⁽³⁾ 11/10/2011⁽⁴⁾	-	104,906	209,812	-	1,530	3,775	656	76,944 32,990
Michael T. Leatherman	12/15/2011⁽⁶⁾ 02/08/2012⁽⁷⁾	-					-	1,514 1,794	75,019 103,047
Richard E. Bailey⁽⁸⁾	-						-
											12/3/2013	⁽⁴⁾								-		3,052		6,104					156,293
											12/3/2013	⁽⁵⁾														1,308			66,983

(1)

Amounts set forth in these columns reflect the annual cash incentive compensation amounts that potentially could have been earned during fiscal ~~2012~~2014 based upon the achievement of performance goals under the Landauer, Inc. Incentive Compensation Plan. The amounts earned in fiscal ~~2012~~2014 by Landauer’s named executives have been determined and were paid in December ~~2012.~~2014. The amounts paid are included in the “Non-Equity Incentive Plan Compensation” column of the ~~2012~~2014 Summary Compensation Table.

(2)

The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic ~~718~~.718. For awards subject to performance conditions, thethe amounts included in this column are calculated based on the probable satisfaction of the performance conditions at target. ~~A discussion of the calculation of the grant date fair value is set forth in Note 1 of the Notes to Consolidated Financial Statements of Landauer’s 2012 Annual Report on Form 10-K.~~

(3)

Mr. Leatherman’s stock awards were granted for his services in the role of director.

(4)

These awards representthe performance-based component of the fiscal ~~2012~~2014 annual equity award granted on ~~November 10, 2011, and on January~~December 3, ~~2012 in the case of Mr. Burke,~~2013, that vests on September 30, ~~2014~~2016 upon the achievement of certain performance milestones as described on ~~page 15~~pages 22-23 herein. These awards were granted under the Landauer, Inc. Incentive Compensation Plan.

(5)

~~(4)~~

These awards represent the time-based component of the fiscal ~~2012~~2014 annual equity award granted on ~~November 10, 2011, and on January~~December 3, ~~2012 in the case of Mr. Burke,~~2013 that vests on September 30, ~~2014,~~2016, subject to forfeiture upon the NEO’s earlier termination of ~~employment~~.employment. These awards were granted under the Company’s Incentive Compensation Plan.

	~~(5)~~	~~These awards represent a recruiting and retention grant of time-based restricted stock of which one-half vests on each January 3, 2014 and 2015.~~
30

~~(6)~~

~~These awards, which vested on December 31, 2011, were granted in recognition of Mr. Leatherman’s contributions as Interim CFO from September 1, 2011 through December 31, 2011.~~

Executive Compensation – Tables

PROXY STATEMENT

~~(7)~~

~~Mr. Leatherman’s stock awards dated February 8, 2012 were granted for his services in the role of Director.~~

~~(8)~~

~~Mr. Bailey was not granted stock awards during fiscal 2012, in consideration of his retirement effective December 31, 2011.~~

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

~~For Fiscal Year Ended September~~ FOR FISCAL YEAR ENDED SEPTEMBER 30, ~~2012~~2014


	Option Awards			Stock Awards				Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable ⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾ ($)	Number of Securities Underlying Unexercised Options Exercisable⁽¹⁾ (#)		Option Exercise Price ($)		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾ ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested⁽²⁾ ($)
Michael T. Leatherman⁽³⁾									-		-		-			1,779				58,725
																2,075				68,496
Mark A. Zorko									-		-		-
R. Craig Yoder									6,000		46.80		12/3/2014			563	⁽⁴	⁾		18,585		1,312	⁽⁷	⁾		43,309
																645	⁽⁵	⁾		21,291		1,502	⁽⁸	⁾		49,581
Michael P. Kaminski									-		-		-			3,801	⁽⁶	⁾		125,471		1,642	⁽⁷	⁾		54,202
																705	⁽⁴	⁾		23,272		2,058	⁽⁸	⁾		67,935
																883	⁽⁵	⁾		29,148		-				-
Michael R. Kennedy									-		-		-			666	⁽⁴	⁾		21,985		1,551	⁽⁷	⁾		51,199
																762	⁽⁵	⁾		25,154		1,777	⁽⁸	⁾		58,659
William E. Saxelby	50,000	48.68	09/28/2015	2,391 ⁽³⁾ 3,115 ⁽⁴⁾	142,791 186,028	5,578 ⁽⁹⁾ 7,267 ⁽¹⁰⁾	333,118 433,985		50,000		48.68		12/15/2014	⁽⁹⁾
Michael K. Burke	-	-	-	1,284 ⁽⁴⁾ 2,875 ⁽⁵⁾	76,680 171,695	2,994 ⁽¹⁰⁾	178,802		-		-		-
R. Craig Yoder	16,000	46.80	12/03/2014	1,582 ⁽⁸⁾ 503 ⁽³⁾ 656 ⁽⁴⁾	94,477 30,039 39,176	1,174 ⁽⁹⁾ 1,530 ⁽¹⁰⁾	70,111 91,372
Michael T. Leatherman⁽⁶⁾	-	-	-	1,465 1,766 1,794	87,490 105,466 107,138	-	-
Richard E. Bailey⁽⁷⁾	-	-	-			-	-

(1)

All options were fully vested and exercisable prior to fiscal ~~2012.~~2014.

(2)

Amounts set forth in these columns equal the number of shares of target restricted stock indicated multiplied by the closing price of ~~$59.72~~$33.01 for Landauer’s common stock on September ~~28, 2012.~~

~~(3)~~

~~These awards vest in full~~ ~~on September 30, 2013.~~

~~(4)~~

~~These awards vest in full~~ ~~on September~~ 30, 2014.

~~(5)~~

~~One-half of these awards vestson January 3, 2014. The remaining half of these awards vests on January 3, 2015.~~

~~(6)~~(3)

Mr. Leatherman’s stock awards of ~~1,465, 1,766~~1,779 and ~~1,794~~2,075 were granted for his services in the role of ~~Director.~~director. These awards veston February ~~11, 2013, February 9, 2013~~20, 2015 and February ~~8, 2014,~~21, 2016, respectively.

(4)

~~(7)~~

~~Mr. Bailey had no outstanding equity~~These awards ~~upon his retirement from the Company, effective December 31, 2011.~~vest in full on September 30, 2015.

(5)	~~(8)~~These awards vest in full on September 30, 2016.

(6)	One-half of t~~hese~~these awards vestson ~~July 28, 2013.~~April 15, 2015. The remaining half of these awards vests on ~~July 28, 2014.~~April 15, 2016

(7)

~~(9)~~

These awards, which represent the performance-based component of the fiscal 2013 annual equity award, veston September 30, ~~2013~~2015 based upon achievement of certain performance goals. For restricted stock with performance conditions, the amounts assume the organization will achieve the performance criteria at targeted levels and the granted shares of restricted stock will vest based upon the achievement of the performance goals. The amounts disclosed in this table are not necessarily indicative of the amounts that may be realized by Landauer’s named executives.

(8)

~~(10)~~

These awards, which representthe performance-based component of the fiscal ~~2012~~2014 annual equity award, vest on September 30, ~~2014~~2016 based upon achievement of certain performance goals. For restricted stock with performance conditions, the amounts assume the organization will achieve the performance criteria at targeted levels and the granted shares of restricted stock will vest based upon the achievement of the performance ~~goals as described on page 15 of this Proxy Statement.~~goals. The amounts disclosed in this table are not necessarily indicative of the amounts that may be realized by Landauer’s named executives.

21(9)

As a result of Mr. Saxelby’s termination effective September 15, 2014, as further discussed in this proxy statement below on page 35 under “Severance Agreements,” the options granted pursuant to this award expire on December 15, 2014. If Mr. Saxelby had remained employed with the Company through the full term of the options, the options would have expired on September 28, 2015.


		31

PROXY STATEMENT

Executive Compensation – Tables

OPTION EXERCISES AND STOCK VESTED

~~For Fiscal Year Ended September~~ FOR FISCAL YEAR ENDED SEPTEMBER 30, ~~2012~~2014

Stock Awards
Name
Number of
Shares Acquired
on Vesting
(#)
Value
Realized on
Vesting⁽¹⁾
($)

William E. Saxelby 4,856 290,000
Michael K. Burke - -
R. Craig Yoder 1,813 107,640
Michael T. Leatherman 2,879 159,680
Richard E. Bailey 1,949 100,374


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting⁽¹⁾ ($)
Michael T. Leatherman		1,794		85,664
Mark A. Zorko		-		-
R. Craig Yoder		2,044		75,398
Michael P. Kaminski		-		-
Michael R. Kennedy		1,482		48,921
William E. Saxelby		31,698		1,183,278
Michael K. Burke		9,352		422,711

(1)

The value realized on the vesting of restricted stock awards is based on the Company’s closing market price of its common stock on the date of vesting.


32

Executive Compensation – Tables

PROXY STATEMENT

PENSION BENEFITS

~~For Fiscal Year Ended September~~ FOR FISCAL YEAR ENDED SEPTEMBER 30, ~~2012~~2014


Name⁽¹⁾	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit⁽²⁾ ($)	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit⁽²⁾ ($)
R. Craig Yoder				Supplemental Key Executive Retirement Plan of Landauer, Inc.		26		50,571
				Landauer, Inc. Retirement Plan		26		1,949,854
William E. Saxelby	Landauer, Inc. Retirement Plan	4	185,378	Landauer, Inc. Retirement Plan		4		212,000
R. Craig Yoder	Supplemental Key Executive Retirement Plan of Landauer, Inc. Landauer, Inc. Retirement Plan	26 26	45,622 1,747,594
Richard E. Bailey	Landauer, Inc. Retirement Plan	3	98,333

(1)

Mr. ~~Burke~~Leatherman, Mr. Zorko, Mr. Kaminski, Mr. Kennedy and Mr. ~~Leatherman~~Burke are not eligible for pension benefits.

(2)

Information on the valuation method and material assumptions applied in calculating the present value of accumulated benefit is set forth in the ~~footnote “Employee Benefit Plans”~~Note 13 of the Notes to Consolidated Financial Statements of Landauer’s ~~2012~~2014 Annual Report on Form 10-K.

~~NONQUALIFIED DEFERRED COMPENSATION~~

~~For Fiscal Year Ended September 30, 2012~~

Name
Executive Contributions in Last FY⁽¹⁾
($)
Registrant Contributions in Last FY⁽²⁾
($)
Aggregate Earnings (Losses) in Last FY
($)
Aggregate Withdrawals / Distributions
in Last FY
($)
Aggregate Balance at Last FYE⁽³⁾
($)
William E. Saxelby⁽⁴⁾ - 43,183 177,816 - 1,519,841
Michael K. Burke - 19,490 - - 19,490
R. Craig Yoder 23,604 19,837 13,470 - 139,138
Michael T. Leatherman⁽⁵⁾ - - - - -
Richard E. Bailey - - 1,168 8,584 34,433

	~~(1)~~	~~The amounts in this column represent the executives’ contributions on amounts earned during fiscal 2012, which may not be credited to the executives’ accounts until fiscal 2013.~~
		33

~~(2)~~

PROXY STATEMENT

Executive Compensation – Tables

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED SEPTEMBER 30, 2014


Name	Registrant Contributions in Last FY⁽¹⁾ ($)		Aggregate Earnings (Losses) in Last FY ($)			Aggregate Balance at Last FYE⁽²⁾ ($)
Michael T. Leatherman⁽³⁾		-		-			-
Mark A. Zorko		15,811		(2,634	)		102,970
R. Craig Yoder		20,432		15,129			246,578
Michael P. Kaminski		26,250		1,013			39,345
Michael R. Kennedy		18,540		7,661			52,383
William E. Saxelby⁽⁴⁾		-		132,105			1,825,521
Michael K. Burke		-		3,639			52,199

(1)	The amounts in this column represent the annual Company contributions earned during fiscal ~~2012,~~2014, which the Company will credit to the executives’ accounts during fiscal ~~2013.~~2015. These amounts are included in the Summary Compensation Table as All Other Compensation.

~~(3)~~(2)

The aggregate balance at September 30, ~~2012~~2014 includes compensation, which was reported for the executives in previous years.

(3)	Mr. Leatherman, in his role as Interim President and Chief Executive Officer, is not eligible to participate in the Company’s NQ Excess Plan.

(4)	Mr. Saxelby’s amount includes an additional $1,323,684, credited to his account in fiscal 2010 upon cancellation of his benefit under the Supplemental Key Executive Retirement Plan per the terms of his amended employment agreement.

~~(5)~~

~~Mr. Leatherman, in his role as Interim CFO, is not eligible to participate in the Company’s NQ Excess Plan.~~

Deferred Compensation Plan

Landauer established the NQ Excess Plan effective April 1, 2009. Under the NQ Excess Plan, certain employees, including the Company’s executive officers,are entitled to (a) receive Company contributions based on a percentage of base pay, and (b) elect to defer up to 60% of base pay and up to 100% of commissions and bonuses, subject to the authority of the committee that administers the plan (the “Plan Committee”) to specify a different maximum percentage of compensation that may be deferred. Bonuses include performance-based compensation contingent upon the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve months and fiscal year compensation services performed during a period of one or more consecutive fiscal years of the Company and payable after the period of service has concluded.Participants’ account balances under the NQ Excess Plan are adjusted to track the investment returns of mutual funds selected by theparticipants from a menu of mutual funds selected by the Plan Committee.Participants may change their investment elections as frequently as permitted by the Plan Committee.

Except as provided in the provisions applicable to Mr. Saxelby described below, (1) amounts attributable to Company contributions and voluntary deferrals that are payable under the NQ Excess Plan as a result of death, disability or separation prior to retirement (defined as separation after the earlier of (i) age 55 and the completion of at least 10 years of service or (ii) age 65) are distributed in the form of a lump sum payment, (2) amounts attributable to Company contributions that are payable as a result of retirement are distributed in 5 annual installments and (3) amounts attributable to voluntary deferrals that are payable as a result of retirement are distributed in either a lump sum payment or in annual installments over a period of 2 to 5 years, as elected by the~~participant~~. participant. Amounts attributable to voluntary deferrals may also be distributed prior to separation in either a lump sum payment or in annual installments over a period of 2 to 5 years commencing on a date specified by theparticipant, which is at least 2 years after the beginning of the applicable deferral period.

The May 1, 2009 Amendment to Mr. Saxelby’s Employment Agreementprovided that on September 28, 2010 (or such earlier date on which his employment terminates under certain circumstances described in the Employment Agreement under which Mr. Saxelby would have been eligible for the Supplemental SERP Benefit), the Company credited approximately $1.3 million to Mr. Saxelby’s account in the NQ Excess Plan. This amount reflects the expected then present value of the Supplemental SERP Benefit. Distribution of ~~the~~ this amount shall be made in the form of a life annuity, subject to Mr. Saxelby’s right to elect to be paid this amount in a lump sum.

23
34

Executive Compensation – Tables

PROXY STATEMENT

Severance Agreements

Landauer has entered into employment agreements with certain of its executives. Generally these agreements provide that in the event of termination of employment under certain circumstances by Landauer other than for cause, death, disability or voluntary termination, as defined in the respective employment agreements,, the executive will be entitled to continuation of base salary, prorated or average annual bonuses and certain other benefits. In the cases of termination without cause and termination for good reason, the terms of Mr. Saxelby’s agreement provide for a lump-sum cash payment equal to two times the sum of his base salary and the average of his annual incentive bonus earned for the last three fiscal years. Per the terms of Dr. Yoder’s agreement, in the cases of termination without cause and termination for good reason, Landauer would continue to pay his base salary,annualbonus based on the average of the prior three fiscal years bonuses as percentages of his base salary during those prior three fiscal years, and all other benefits for a period of twenty-four months following such termination, however, these amounts may be offset, to a defined limit, by any compensation earned from employment with a new employer during such severance period. If employment had been terminated as of September 30, ~~2012,~~2014, the lump sum cash payments payable to ~~Mr. Saxelby and~~ Dr. Yoder under ~~these agreements~~his agreement would havebeen approximately ~~$1,639,000~~$696,000.

In the cases of termination without cause and ~~$712,000, respectively.~~termination for good reason, the terms of Mr. Saxelby’s agreement provided for a lump-sum cash payment equal to two times the sum of his base salary and the average of his annual incentive bonus earned for the last three fiscal years. Per the terms of Mr. Saxelby’s employment agreement, upon his termination on September 15, 2014, he received the following benefits with a total value of $2,874,214 in exchange for discharging any and all claims against the Company and its affiliates, and abiding by the terms and conditions of the restrictive covenants in his employment agreement:

Severance payment of $1,618,050 representing two times base salary and average of the annual incentive bonus earned for the last three fiscal years preceding the termination;

$284,337, as the pro-rated Incentive Bonus for 2014; and

Accelerated vesting of 27,648 shares of Mr. Saxelby’s unvested Restricted Shares and Performance-Based Restricted Shares, per the terms of the applicable award agreements. These shares have a value of $971,827 based on the closing price for the Company’s common stock on the date of termination. His remaining Restricted Shares and Performance-Based Restricted Shares were forfeited

In addition, Mr. Saxelby was paid the value of his account under the NQ Excess Plan as further described in this proxy statement above on page 34 under the “Deferred Compensation Plan” and “Nonqualified Deferred Compensation Plan for Fiscal Year Ended September 30, 2014” tables. Mr. Saxelby also entered into a Separation and Consulting Agreement with the Company as further described in this proxy statement above on page 25 in the CD&A.

All NEOs are also entitled to receive other benefits, such as vested pension, vested non-qualified excess plan compensation, vested stock or options, and continuation of health and life benefits, which are available to all employees in those situations.

The Company maintains the Landauer, Inc. Executive Special Severance Plan as amended and restated on November 12, ~~2009~~2014 (the ~~“Severance~~“Special Severance Plan”) in which certain of Landauer’s executives participated in as of September 30, 2014, including ~~Mr. Saxelby, Mr. Burke and~~ Dr. Yoder, ~~participate.~~Mr. Kaminski and Mr. Kennedy. Upon his appointment as Chief Executive Officer effective December 15, 2014, Mr. Leatherman also became eligible to participate in the Special Severance Plan. Under the Special Severance Plan, in the event of a change in control if, ~~(i)~~ the executive’s employment is terminated involuntarily without cause or is terminated by the executive for good reason, as defined in the plan, within two years following a change in control, ~~or (ii) the executive elects to terminate employment for any reason during the 30-day period immediately following the one-year anniversary of a change in control,~~ the executive will receive a lump sum payment equal to ~~three times, in the case of Mr. Saxelby, or~~ two times ~~in the case the other NEOs,~~for Dr. Yoder and one times for Mr. Kaminski and Mr. Kennedy, the sum of: (i) the highest annual rate of the executive’s base salary during the 12-month period immediately prior to his termination and (ii) the greater of the executive’s target annual bonus for the year of termination or a bonus calculated based on the average of the prior three fiscal years bonuses as percentages of theexecutive’s base salary during those prior three fiscal years. The terminated executive also will receive continued medical, dental and life insurance coverage for up to ~~three years, in the case of Mr. Saxelby, or up to~~ two years ~~in the case of the other NEOs,~~for Dr. Yoder and one year for Mr. Kaminski and Mr. Kennedy, as well as outplacement services. The Special Severance Plan requires the executive to enter into a noncompetition/nonsolicitation agreement and execute a general release of claims against Landauer and its affiliates to receive the severance payments and benefits described above.


		35

PROXY STATEMENT

Executive Compensation – Tables

Additionally, on November 12, 2014, the Committee amended the Special Severance Plan ~~provides that, immediately upon~~to provide for double trigger vesting. Under the terms of the Special Severance Plan, in the event of a change in control if the executive’s employment is terminated involuntarily without cause or is terminated by the executive for good reason, as defined in the plan, within two years following a change in control, all of the executive’s outstanding stock options and other equity awards become exercisable, or vested, in full, and any outstanding stock options will remain exercisable until the earlier of the first anniversary of the executive’s termination of employment or the original expiration date of the option.

For purposes of the Special Severance Plan, a “change in control” generally means (i) certain acquisitions of 30% or more of the then outstanding shares ofthe Company’s common stock, (ii) a change in the Board of Directors resulting in the incumbent directors ceasing to constitute at least a majority of the Board of Directors, (iii) the consummation of a reorganization, merger or consolidation, or sale or disposition of all or substantially all of the assets of Landauer (unless, among other conditions, Landauer’s stockholders receive more than 60% of the stock of the resulting company) or (iv) the consummation of a plan of complete liquidation or dissolution of Landauer.

~~The~~Our Special Severance Plan ~~also~~does not provide for any excise tax gross-up. Rather, it provides that if ~~any payment made~~benefits and payments provided under the ~~Severance~~ Plan ~~or otherwise to a covered executive~~ would ~~be subject to the~~trigger an excise tax ~~imposed~~ under Section 4999 of the Internal Revenue Code, ~~Landauer~~those benefits will make an additional payment to the executive such that the executive receives a net amount equal to the amount he would have received if Section 4999 did not apply; provided, however, if the net after-tax benefit to the executive would not exceed by at least 10% the net after-tax proceeds without such additional payment and with a reduction of the benefits to an amount such that no excise tax is payable, Landauer will not make the additional payment and the executive’s benefits willeither (i) be reduced to a level where such ~~amount.~~excise tax would not apply or (ii) remain unchanged and be subject to the excise tax, depending on which outcome would result in a better after-tax result to the participant.

On February 20, 2013 the Committee approved the Executive Severance Plan in which certain of Landauer’s executives participated in as of September 30, 2014, including Dr. Yoder, Mr. Kaminski and Mr. Kennedy. Under the Executive Severance Plan, if the executive’s employment is terminated involuntarily without cause, as defined in the plan, and the executive is not otherwise entitled to termination benefits pursuant to the Special Severance Plan due to a termination within 24 months following a change in control, the executive will receive (i) salary continuation for a period of 24 months, in the case of Mr. Saxelby, 18 months in the case of Messrs. Yoder and Burke or 12 months, in the case of the other NEOs eligible to participate in the plan, (ii) continued medical, coverage for a period of 24 months, in the case of Mr. Saxelby, 18 months in the case of Messrs. Yoder and Burke or 12 months, in the case of the other NEOs eligible to participate in the plan and (iii) outplacement services. The Executive Severance Plan requires the executive to enter into a noncompetition/nonsolicitation agreement and execute a general release of claims against Landauer and its affiliates to receive the severance payments and benefits described above.

Michael Burke, the Company’s former Senior Vice President and Chief Financial Officer, left Landauer on June 20, 2014. Pursuant to the Executive Severance Plan and the terms of his Separation Agreement, Mr. Burke received the following benefits totaling $857,208 in exchange for discharging any and all claims against the Company and its affiliates, and abiding by the terms and conditions of the Landauer Non-Competition and Confidentiality Agreement:

Annual base salary of $357,875 for 78 weeks;

A payment of $103,146, representing his fiscal 2014 target bonus under the ICP, prorated for his employment period during fiscal 2014;

Continued medical coverage for up to 18 months; and

Up to $25,000 of outplacement services through December 20, 2014

Accelerated vesting of 7,949 of Mr. Burke’s unvested Restricted Shares and Performance-Based Restricted Shares, per the terms of the applicable award agreements. These shares have a value of approximately $347,187 based on the closing price for the Company’s common stock on the date of termination. His remaining Restricted Shares and Performance-Based Restricted Shares were forfeited.

Lastly, effective November 12, 2014, the Compensation Committee amended the Incentive Compensation Plan to provide for the following treatment of stock awards and cash performance awards upon a termination without cause:

In the case of restricted stock awards or restricted stock unit awards, the awards will vest on a pro-rata basis based on service through the date of termination, unless such termination occurs within 24 months of a change in control in which case the award will vest in full;

In the case of performance stock awards or performance stock unit awards, the target number of shares subject to the award will be pro-rated on the termination date, based on service through the date of termination, and such


36

Executive Compensation – Tables

PROXY STATEMENT

pro-rata performance share award amount will vest based on actual performance on the last day of the performance period, unless such termination occurs within 24 months of a change in control in which case the award will vest in full at the target level; and

In the case of cash performance awards, the award will vest on a pro-rata basis based on service through the date of termination at the lesser of target and actual performance measured on the last day of the performance period.

The Incentive Compensation Plan provides that upon a termination due to death or disability, stock awards and performance cash awards will vest in full and any applicable performance measures will be deemed satisfied at the target level.


		37

PROXY STATEMENT

Executive Compensation – Tables

~~In December 2012, the Company amended the Severance Plan as noted on page 17, under “Post Year-End Compensation Decisions”, and will become effective at the end of the notification period.~~

PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL

~~Assuming termination on September~~ ASSUMING TERMINATION ON SEPTEMBER 30, ~~2012~~2014


Name⁽¹⁾	Severance Pay⁽²⁾ ($)	Option Exercises and Stock Vesting⁽³⁾ ($)	Retirement Plan Benefits⁽⁴⁾ ($)	Continued Perquisites and Benefits⁽⁵⁾ ($)	Total ($)	Severance Pay⁽²⁾ ($)		Option Exercises and Stock Vesting⁽³⁾ ($)		Retirement Plan Benefits⁽⁴⁾ ($)		Continued Perquisites and Benefits⁽⁵⁾ ($)		Total ($)
William E. Saxelby	2,569,203	1,647,922	-	32,621	4,249,746
Michael K. Burke	1,400,000	427,177	19,490	56,005	1,902,672
Michael T. Leatherman							-		-		-		-		-
Mark A. Zorko							-		-		-		-		-
R. Craig Yoder	734,343	531,895	-	56,005	1,322,243		762,782		103,171		-		56,832		922,785
Michael P. Kaminski							490,000		216,570		12,082		76,748		795,400
Michael R. Kennedy							346,080		118,820		-		38,409		503,310

(1)

Mr. Leatherman and Mr. Zorko, hired August 25, 2014 and April 1, 2014, respectively and are not participants in ~~his role as Interim CFO, is not eligible for benefits under~~ the ~~Company’s~~Executive Special Severance ~~Plan.Mr. Bailey’s opportunity for compensation and benefits under the Severance Plan ceased upon his separation from the Company, effective December 31, 2011.~~Program.

(2)

Amounts represent lump-sum cash payments equal to ~~three times base salary, in the case of Mr. Saxelby, or~~ two times base salary in the case of ~~all other NEOs,~~Dr. Yoder, and one times in the case of Mr. Kaminski and Mr. Kennedy, AND the greater of the target annual bonus for the year of termination OR a bonus calculated based on the average of the prior three fiscal years bonuses as percentages of the executive’s base salary during those prior three fiscal years.

(3)

Amounts equal the number of shares of restricted stock outstanding at September 30, ~~2012~~2014 multiplied by the closing price of ~~$59.72~~$33.01 for the Company’s common stock on September ~~28, 2012,~~30, 2014, and the gain on options outstanding at September 30, ~~2012,~~2014, assuming exercise at a price of $~~59.72~~$33.01 per share, for ~~Mr. Saxelby, $552,000, and~~ Dr. Yoder, ~~$206,720.~~$0.

(4)

Amounts represent accumulated unvested Company contributions under theNQ Excess Plan which immediately vest and are paid upon termination following a change in control.

(5)

Amounts include continued medical, dental and life insurance coverage for up to ~~3 years, in the case of Mr. Saxelby, and 2~~two years for ~~all others,~~Dr. Yoder, and one year for Mr. Kaminski and Mr. Kennedy, as well as outplacement services.

Compensation of Directors

During fiscal ~~2012,~~2014, the Board of Directors engaged Hay Group to assess the market competitiveness of the compensation paid to directors. Hay Group’s analysis showed that the Company’s existing compensation program for directors was below the market median. Nonetheless, due to the Company’s performance, for fiscal 2014, the Board of Directors elected not to implement any increases in director compensation and to review director compensation in fiscal 2015. During fiscal 2014, each non-employee director was paid an annual retainer in the amount of $42,000. The non-executive Chairman of the Board received an additional annual retainer of ~~$15,000.~~$50,000. The Audit Committee Chair received an additional annual retainer of ~~$9,000.~~$15,000. Each of the Compensation and Governance & Nominating Committee Chairs received an additional annual retainer of ~~$6,000.~~$10,000. All retainers are paid quarterly.

Landauer maintains a long-term incentive plan, as approved by stockholders, under which non-employee directors receive annual grants of restricted stock or restricted stock units. During fiscal ~~2012, t~~he2014, the value of the annual equity grant to non-employee directors was ~~$103,047.~~$103,045. In February ~~2012,~~2014, non-employee directors each were awarded grants of ~~1,794~~2,075 restricted shares ofcommon stock that vest ratably over the two years after the grant date. If the director ceases to be a member of the Board for any reason other than disability, retirement on or after age 70, or death, eachshare subject to the award that has not vested prior thereto shall be forfeited by the director. Non-employee directors who are appointed to the Board at other than the annual meeting date are granted a prorated award. ~~For directors, Landauer~~The Company has established a share ownership ~~target~~goal for directors of ~~stock valued at~~ three times their annual retainer. ~~Directors~~For more information including what shares are ~~not permitted, subject to approved exceptions, to sell shares of Landauer stock before meeting their applicable ownership goals. Upon reaching~~counted towards the ~~applicable~~ ownership goal, please see “Stock Ownership Guidelines, Anti-Hedging and Anti-Pledging Policies” in this proxy statement above on page 24 in the ~~expectation is that the targeted ownership will be maintained by the director.~~

~~DIRECTOR COMPENSATION~~

~~For Fiscal Year Ended September 30, 2012~~

Name⁽¹⁾
Fees Earned or
Paid In Cash
($)
Stock
Awards^(2,3)
($)
Total
($)
Robert J. Cronin 57,000 103,047 160,047
William G. Dempsey 48,000 103,047 151,047
David E. Meador 44,250 103,047 147,297
Stephen C. Mitchell 48,000 103,047 151,047
Thomas M. White 48,750 103,047 151,797

CD&A.


38

Executive Compensation – Tables

PROXY STATEMENT

DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED SEPTEMBER 30, 2014


Name⁽¹⁾	Fees Earned or Paid In Cash ($)		Stock Awards^(2,3) ($)		Total ($)
Robert J. Cronin		92,000		103,045		195,045
William G. Dempsey		52,000		103,045		155,045
David E. Meador		57,000		103,045		160,045
Stephen C. Mitchell		52,000		103,045		155,045
Thomas M. White		42,000		103,045		145,045

(1)

Michael T. Leatherman was appointed as Interim President and Chief Executive Officer effective September 15, 2014. In December 2014, Mr. Leatherman ~~served as~~was appointed President and Chief Executive Officer. Since being appointed Interim ~~CFO effective September 9, 2011 through December 31, 2011. During his term as Interim CFO,~~President and Chief Executive Officer, Mr. Leatherman has continued to serve as a director of the Company, but has ceased his service as a member of the Audit Committee and Compensation Committee of the Company’s Board of Directors. His compensation as a NEO and as a ~~Director~~director is reported inthe Summary Compensation Table.

(2)

The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.A discussion of the assumptions used in the valuation of equity awards is set forth in Note 115 of the Notes to Consolidated Financial Statements of Landauer’s ~~2012~~2014 Annual Report on Form 10-K.

(3)

Each director had ~~5,025~~3,854 shares of restricted stock outstanding as of September 30, ~~2012. In addition, Mr. Cronin had 3,000 option awards outstanding as of September 30, 2012.~~2014.


		39

PROXY STATEMENT

Executive Compensation – Tables

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of September 30, ~~2012~~2014 regarding the number of shares of Common Stock that may be issued under the Company’s equity compensation plans. All equity compensation plans have been approved by the Company’s stockholders.


	(a)	(b)	(c)	(a)		(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))⁽¹⁾	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))⁽¹⁾
Equity compensation plans approved by security holders	87,062	$ 45.29	320,654		64,500	$	48.35		247,999
Equity compensation plans not approved by security holders	¾	¾	¾		-		-		-
Total	87,062	$ 45.29	320,654		64,500	$	48.35		247,999

(1)

This amount represents shares of Common Stock available for issuance of stock-based awards under the Landauer, Inc. Incentive Compensation Plan. Any shares reserved for award and unused under the previous incentive plans were cancelled.


40

Executive Compensation – Certain Relationships and Related Person

Transactions

PROXY STATEMENT

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

As a matter of practice, the ~~Board’s~~Board of Director’s Audit Committee is responsible for review, approval or ratification of related person transactions for which disclosure would be required under Item 404(a) of Regulation S-K. The Company requires that related person transactions be identified during its annual review process through completion of a director’s and officer’s questionnaire. ~~The Company has not had any such transactions since October 1, 2011.~~ If a transaction should occur, management and the Audit Committee would assess the related facts and only allow for transactions that are in the best interest of the stockholders. This includes current or proposed transactions in which the Company was or is to be a participant, the amount involved exceeds $120,000, and in which any of the Company’s executive officers, directors, or greater than five percent stockholders, or any members of their immediate families has a direct or indirect material interest.

26
		41

PROXY STATEMENT

Executive Compensation – Audit Committee Report

AUDIT COMMITTEE REPORT

Landauer’s Audit Committee has reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended September 30, ~~2012.~~2014. Additionally, the Audit Committee has reviewed and discussed with management and the independent public accountants the Company’s unaudited interim financial statements as of and for the end of each of the first three fiscal quarters for the year ended September 30, ~~2012.~~2014. These discussions occurred prior to the issuance of news releases reporting such quarterly results and prior to the filing of the quarterly reports on Form10-Q with the ~~Securities and Exchange Commission.~~

SEC.

The Audit Committee discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended, as adopted by the Public Company Accounting Oversight Board.

The Audit Committee received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with the independent accountant the independent accountant’s independence. In addition, the Audit Committee considered whether the provision by the independent accounting firm of non-audit services is compatible with maintaining the independent accounting firm’s independence from management and the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited fiscal year-end financial statements referred to above be included in the Company’s Annual Report on Form 10-K to be filed with the ~~Securities and Exchange Commission~~SEC for the fiscal year ended September 30, ~~2012.~~

2014.

Members of the Audit Committee:

David E. Meador, Chairman

~~Michael T. Leatherman~~Robert J. Cronin

Thomas M. White

27
42

Fees Billed by Independent Public Accountants

PROXY STATEMENT

FEES BILLED BY INDEPENDENT PUBLIC ACCOUNTANTS

Audit Fees.PricewaterhouseCoopers LLP has estimated that its fees for fiscal ~~2012 were $712,000~~2014 are $2,016,000 for professional services rendered for the audit of the Company’s annual financial statements and reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q filed during the fiscal year. For fiscal ~~2011,~~2013, the fees in this category were ~~$505,000.~~

$895,000.

Audit-Related Fees. The Company incurred no fees for fiscal ~~2012~~2014 and fiscal ~~2011~~2013 for audit-related professional services.

Tax Fees. PricewaterhouseCoopers LLP fees for fiscal ~~2012~~2014 were ~~$263,700~~$65,000 for professional services rendered for tax compliance, tax advice and tax planning for the Company and its subsidiaries. For fiscal ~~2011,~~2013, the fees in this category were ~~$243,000.~~

$73,000.

All Other Fees. PricewaterhouseCoopers LLP did not have any other fees to the Company ~~were $344,800~~ for fiscal ~~2012 for due diligence services related to the Company’s acquisition activities. Fees in this category for~~2014 or fiscal ~~2011 were $83,000 for due diligence services related to the Company’s acquisition activities.~~

2013.

All audit and non-audit services provided by the Company’s principal accountants must be pre-approved by the Audit Committee. Accordingly, policies and procedures were established whereby the Audit Committee approves performance of all audit and non-audit services in advance. Based in part on consideration of the non-audit services provided by PricewaterhouseCoopers LLP during fiscal ~~2012~~2014 and ~~2011,~~2013, the Committee determined that such non-audit services were compatible with maintaining the independence of PricewaterhouseCoopers LLP. The Committee approved 100% of the services described above. The Company believes that none of the time expended on PricewaterhouseCoopers LLP’s engagement to audit the Company’s financial statements for fiscal ~~2012~~2014 and ~~2011~~2013 was attributable to work performed by persons other than PricewaterhouseCoopers LLP’s full-time, permanent employees.


		43

PROXY STATEMENT

Ratification of Appointment of Independent Registered Public

Accounting Firm

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The stockholders will be asked at the Annual Meeting to ratify the appointment by the Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, ~~2013.~~2015. PricewaterhouseCoopers LLP, One North Wacker, Chicago, Illinois, has served as independent public accountants for Landauer since fiscal 2002, and it will be recommended to the stockholders that they ratify such appointment again. The Audit Committee, comprised of Robert J. Cronin, David E. Meador ~~Michael T. Leatherman~~ and Thomas M. White, has approved this appointment. Representatives of PricewaterhouseCoopers LLP will be present at the meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

If a quorum is present, in order to ratify the appointment of PricewaterhouseCoopers LLP as Landauer’s independent registered public accounting firm for the fiscal year ending September 30, ~~2013,~~2015, a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on such proposal must vote in favor of it.



Ratification of Appointment of Independent Registered Public Accounting Firm

		The Board of Directors and the Audit Committee recommend a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Landauer for the fiscal year ending September 30, 2015.


44

Approval of An Amendment to Our Certificate of Incorporation to Declassify

the Board of Directors

PROXY STATEMENT

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

The Certificate currently provides that the Board of Directors will be classified into three classes, as nearly equal in number as possible, with one class to be elected by the stockholders each year.

While the Board of Directors believes that director stability and continuity are key factors in effective corporate governance, it is aware of the increasing demand in the stockholder community for annual election of directors. Accordingly, the Board of Directors has concluded that it is in the best interests of the Company’s stockholders to declassify the Board of Directors.

If this proposal is approved by the requisite percentage of stockholders, the Company will transition to a declassified structure under which the entire Board of Directors will stand for election annually beginning in 2018. As part of the transition, at the Annual Meetings of Stockholders in 2016 and 2017, each of the directors whose terms expire at such meetings, will begin standing for annual election. The proposed amendments will not affect the unexpired term of any director elected prior to the Annual Meeting of Stockholders in 2016.

Delaware corporate law provides, unless otherwise provided in the certificate of incorporation, that members of a board that is classified may be removed only for cause. At present, because the Board of Directors is classified, and because the Certificate does not otherwise provide, the members of the Board of Directors are removable only for cause. The Board of Directors ~~and~~has approved an amendment to our by-laws, which by-law amendment will become effective upon stockholder approval of this proposal, to provide that, once the ~~Audit Committee recommend a vote FOR~~Board of Directors has become declassified in full at the ~~ratification~~Annual Meeting of Stockholders in 2018, directors may be removed with or without cause.

The proposed amendment to Article Sixth of the ~~appointment~~Certificate is attached hereto asAnnex A. The proposed amended and restated by-laws are attached hereto asAnnex B, which the Board of ~~PricewaterhouseCoopers LLP as~~Directors has approved and will become effective upon stockholder approval of this proposal.

If the ~~independent registered public accounting firm~~requisite percentage of ~~Landauer~~stockholders approve the amendment, the Company anticipates filing the proposed amendment to the Certificate with the Delaware Secretary of State on the day following the Annual Meeting of Stockholders. Additionally, the by-laws will be amended and restated to reflect these changes shortly thereafter.

The affirmative vote of a majority of the outstanding voting stock of the Company is required for ~~the fiscal year ending September 30, 2013.~~approval of this proposal.



Approval of An Amendment to Our Certificate of Incorporation to Declassify the Board of Directors

		The Board of Directors recommends a vote FOR the approval of the proposed amendment to the Certificate to declassify the Board of Directors.


		45

PROXY STATEMENT

Non-Binding Advisory Vote to Approve Executive Compensation

NON-BINDINGADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

~~The~~As required by Section 14A of the Securities Exchange Act of 1934, the Company asks that you indicate your approval, on a non-binding basis, of a resolution relating to the compensation of its named executive officers as disclosed in this Proxy Statement under the heading “Executive ~~Compensation.”~~Compensation” (commonly referred to as a “say-on-pay vote”). Since your vote on this resolution is a non-binding advisory vote, it will not be binding on the Board of Directors. However, the Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Consistent with the direction of our stockholders, the say-on-pay vote is held on an annual basis until the next non-binding stockholder vote on the frequency with which the say-on-pay vote should be held.

As disclosed in the “Compensation Discussion and Analysis”,Landauer designs its compensation program to maintain a performance and achievement-oriented environment throughout the Company, while ensuring the program does not create unnecessary or excessive risk. The goals of the Company’s executive compensation program are to:

~~Attract and retain highly talented executives capable of delivering long-term success;~~

~~Align the executives’ interests with the interests of Landauer’s stockholders; and~~

~~Motivate executives to achieve the Company’s short and long-term business objectives via a performance-driven incentive program through legal and ethical means.~~

Attract and retain highly talented executives capable of delivering long-term success;

Align the executives’ interests with the interests of Landauer’s stockholders; and

Motivate executives to achieve the Company’s short and long-term business objectives via a performance-driven incentive program through legal and ethical means.

Consistent with these goals and also asdisclosed in the “Compensation Discussion and Analysis”, the Board has developed and approved an executive compensation philosophy to provide a framework for the Company’s executive compensation program. The key components of this philosophy are:

·•

Total compensation will be targeted to be competitive with the marketplace in which executive talent is recruited. “Competitive” is defined as around the 50^th percentile using market compensation information;

~~The mix of compensation elements is designed to reflect strategic business needs;~~

~~Incentive compensation is tied to short-term goals and long-term strategic plans in a balanced manner so that it supports the Company’s efforts to achieve long-term success;~~

~~The degree of compensation at risk will positively correlate to responsibility level;~~

~~Performance is assessed on both financial and non-financial goals using qualitative and quantitative metrics;~~

~~Compensation is differentiated based on factors that are relevant to each form of compensation; and~~

~~The executives’ interests should be aligned with those of the Company’sstockholders~~ ~~through executive stock ownership.~~

The mix of compensation elements is designed to reflect strategic business needs;

Incentive compensation is tied to short-term goals and long-term strategic plans in a balanced manner so that it supports the Company’s efforts to achieve long-term success;

The degree of compensation at risk will positively correlate to responsibility level;

Performance is assessed on both financial and non-financial goals using qualitative and quantitative metrics;

Compensation is differentiated based on factors that are relevant to each form of compensation; and

The executives’ interests should be aligned with those of the Company’s stockholders through executive stock ownership.

If a quorum is present, in order to approve the resolution below, a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on such proposal must vote in favor of the resolution.

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.

~~The Board of Directors recommends a vote FOR the approval of the resolution above relating to the compensation of the Company’s named executive officers.~~


Non-Binding Advisory Vote to Approve Executive Compensation

		The Board of Directors recommends a vote FOR the approval of the resolution above relating to the compensation of the Company’s named executive officers.

~~APPROVAL OF THE PERFORMANCE MEASURES~~

~~UNDER THE COMPANY’S INCENTIVE COMPENSATION PLAN~~

The stockholders will be asked at the Annual Meeting to approve the material terms of the performance measures used for performance-based awards granted under the Landauer, Inc. Incentive Compensation Plan (the “Plan”), in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). In order for the compensation paid under the Plan to qualify as performance-based compensation under Section 162(m) of the Code, stockholders must approve the material terms of the performance measures at least once every five years.

Under the Plan, the Company may grant stock options, stock appreciation rights (“SARs”), restricted shares, restricted share units, performance shares, performance share units and performance awards (which may be paid in cash or shares). Specifically, the Plan provides for the granting of performance grants and other performance-based awards, the exercisability, grant, value or vesting of which, if any, is determined by the degree to which specified performance measures have been achieved during a performance period set by the Compensation Committee.

Section 162(m) of the Code limits the deductibility for federal income tax purposes of compensation in excess of $1 million per year for the CEO and the three other highest compensated officers (other than the CFO) (collectively, the “covered employee officers”), unless such compensation qualifies as “performance-based compensation” under the Code. Various requirements must be satisfied in order for compensation paid to the covered employee officers to qualify as performance-based within the meaning of Section 162(m). One such requirement is that the compensation must be paid based upon the attainment of performance goals established by a committee of independent board members. The Compensation Committee, which is comprised of independent directors, administers the Plan and is responsible for selecting the Plan participants, establishing performance goals, certifying that the performance goals are met, and approving payouts under the Plan. The goals established by the Compensation Committee must be based upon performance measures, the material terms of which are approved by stockholders. As noted above, in order for the compensation paid under the Plan to qualify as performance-based compensation, stockholders must approve the material terms of the performance measures at least once every five years.

On January 3, 2013, the Board approved an amendment to the Plan to modify the performance measures and the circumstances in which the Compensation Committee may make adjustments to such performance measures, subject to stockholder approval of the performance measures at the Annual Meeting.We are requesting the stockholders to approve the material terms of the performance measures for the Plan in accordance with Section 162(m) of the Code. Except for the modifications relating to the performance measures, we are not amending or altering the Plan in any way and we are not seeking authorization for additional shares under the Plan.

The following is a summary of the material terms of the Plan. This description is qualified in its entirety by reference to the Plan, a copy of which has been filed with the SEC as Annex A to this Proxy Statement.

~~Material Terms of the Performance Measures~~

~~Eligible Participants~~. Officers and other key employees of the Company, other employees as selected at the Compensation Committee’s discretion, and non-employee directors are eligible to participate in the Plan. As of December 31, 2012, there were 27 participating employees and 6 eligible non-employee directors.

~~Award Limits~~. The Plan provides that, to the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code, (i) the maximum number of shares of common stock with respect to which stock options or SARs (or a combination thereof) may be granted during any fiscal year to any person is 75,000 (subject to adjustment), (ii) the maximum number of shares of common stock with respect to which stock awards subject to performance measures may be granted during any fiscal year to any person is 50,000 (subject to adjustment), and (iii) the maximum amount of cash payable during a performance period to any person in connection with a performance grant is $1 million.

30
46

~~Performance Measures~~. As proposed to be amended, the performance measures in the Plan available to the Compensation Committee under the Plan for performance-based awards will consist of one or more of the following: cash flow; return on operating revenue; stock price;return on equity; total stockholder return; return on capital (including return on total capital or return on invested capital); return on assets or net assets; market capitalization; debt leverage (debt to capital); revenue; income or net income; operating income; operating profit or net operating profit; operating margin or profit margin; earnings per share; EBITDA, EBITDA margin and adjusted EBITDA; cash from operations; operating ratio; operating revenue; customer service; reductions in expense levels; employee productivity; market share; strategic business criteria, consisting of one or more objectives based on meeting specified market share, geographic business expansion goals, objectively identified project milestones, production volume levels, and goals relating to acquisitions or divestitures; debt ratings, debt leverage and debt service; or any combination of the foregoing. In the sole discretion of the Compensation Committee and to the extent permitted under Section 162(m) of the Code, the Compensation Committee may amend or adjust the performance measures or other terms and conditions of an outstanding award in recognition of asset write downs; litigation, claims, judgments or settlements; accruals for reorganization and restructuring programs; unusual or nonrecurring events affecting the Company or its financial statements (including any objectively determinable legal, integration, or deal-related costs in connection therewith); or changes in law or accounting principles.

~~General Description of the Plan~~

The purposes of the Plan are to (i) align the interests of the Company’s stockholders and recipients of awards under the Plan, (ii) to attract and retain directors, officers and other key employees and (iii) motivate such persons to act in the long-term best interests of the Company’s stockholders. Under the Plan, the Company may grant (a) stock options and SARs, (b) stock awards, consisting of restricted stock, restricted stock units, performance shares and performance share units, and (c) performance awards.

The Plan is administered by the Compensation Committee. Except with respect to grants to executive officers of the Company and persons whose compensation is likely to be subject to the $1 million deduction limit under Section 162(m) of the Code, the Compensation Committee may, subject to applicable law, delegate some or all of its authority to the CEO or other executive officer of the Company as the Compensation Committee deems appropriate.

Subject to adjustment due to certain changes in capitalization of the Company, the Plan authorizes the issuance of up to 500,000 shares of common stock. The number of shares available under the Plan will be reduced by then number of shares of common stock which become subject to outstanding awards and delivered upon the settlement of performance awards payable in shares. To the extent that shares of common stock subject to an outstanding award are not issued by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the delivery of shares to pay the exercise price of an award or the delivery or withholding of shares to satisfy the tax withholding obligations or other taxes relating to any award, then such shares shall again be available under the Plan. Information regarding the number of shares that remain available for future issuances under the Plan may be found in the “Equity Compensation Plan Information” table on page 26 of this Proxy Statement. As noted above, we are not seeking authorization for additional shares under the Plan. As of December 31, 2012, the last reported sale price of the Company’s common stock on the New York Stock Exchange was $61.21.

The Board of Directors may amend the Plan at any time as it deems advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the New York Stock Exchange; provided, however, that no amendment of the may impair the rights of a holder of an outstanding award without the consent of such holder.

~~Tax Matters~~

Stockholder Proposals

PROXY STATEMENT

In general, a participant will not recognize taxable income at the time a stock option is granted. Upon exercise of a non-qualified stock option, a participant will recognize compensation, taxable as ordinary income, equal to the excess of the fair market value of the shares of common stock purchased over their exercise price. In the case of “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, a participant will not recognize ordinary income at the time of exercise (except for purposes of the alternative minimum tax), and if the participant observes certain holding period requirements, then when the shares are sold, the entire gain over the exercise price will be taxable at capital gains rates. A participant has no taxable income at the time SARs are granted, but will recognize compensation taxable as ordinary income upon exercise in an amount equal to the fair market value of any shares of common stock delivered and the amount of any cash paid by the Company. A participant who is granted shares of restricted stock, including shares subject to performance conditions, generally will not recognize taxable income at the time the restricted stock is granted, but will recognize compensation taxable as ordinary income at the time the restrictions lapse in an amount equal to the excess of the fair market value of the common stock at such time over the amount, if any, paid for such shares. However, a participant instead may elect to recognize compensation taxable as ordinary income on the date the restricted stock is granted in an amount equal to the fair market value of the shares on that date. A participant who receives shares of common stock that are not subject to any restrictions under the Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such stock on that date. A participant who is granted an award of restricted stock units, including restricted stock units subject to performance conditions, will not recognize taxable income at the time the restricted stock units are granted. When the restrictions applicable to the award lapse, and the shares of common stock subject to the restricted stock units are transferred (or any amount of cash is paid) to the participant, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the common stock on the date of transfer and the amount of any cash paid by the Company.

Subject to the deduction limitation, described above, contained in Section 162(m), the Company may deduct, as a compensation expense, the amount of ordinary income recognized by an employee in connection with the Plan at the time such ordinary income is recognized by that employee.

~~New Plan Benefits Table~~

The number of performance-based awards granted under the Plan is subject to performance objectives established by the Compensation Committee and is, therefore, not determinable. Awards granted to our named executive officers under the Plan for the fiscal year ended September 30, 2012 are disclosed in the “Grants of Plan-Based Awards” table on page 20 of this Proxy Statement.

If stockholders approve the proposal, it is expected that performance-based awards under the Plan will continue, assuming other conditions are met, to be eligible for treatment as “performance-based compensation” within the meaning of Section 162(m) and will be tax deductible to us. If the stockholders do not approve the material terms of the performance measures under the Plan, the Plan will not be amended as approved by the Board and the Compensation Committee will review our executive compensation program and the granting of performance-based awards in light of such vote and the principles described in the section titled “Compensation Discussion and Analysis”.

If a quorum is present, in order to approve the performance measures under the Plan, a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on such proposal must vote in favor of it.

~~The Board of Directors recommends a vote FOR the approval of the material terms of the performance measures under the Landauer, Inc. Incentive Compensation Plan.~~

STOCKHOLDER PROPOSALS

Proposals to be presented by stockholders at the Annual Meeting currently scheduled for February ~~21, 2014~~18, 2016 must be received by Landauer not later than ~~September 9, 2013~~October 5, 2015 in order to be considered for inclusion in Landauer’s proxy statement and form of proxy relating to that meeting. Such proposals may be included in next year’s proxy statement if they comply with certain rules and regulations of the ~~Securities and Exchange Commission.~~SEC. In addition, under Landauer’s ~~bylaws,~~by-laws, nominations for directorships and stockholder proposals to be acted on at the ~~2014~~2015 Annual Meeting only may be made pursuant to written notice received at Landauer’s principal office on or after ~~October 24, 2013~~November 7, 2015 and on or before ~~November 23, 2013.~~

December 7, 2015.

Landauer’s ~~bylaws~~by-laws provide that notice of a stockholder nomination for director must set forth, as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, ~~as amended,~~ including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Such notice must also set forth, as to the stockholder making the nomination, (i) the name and record address of such stockholder, (ii) the class and number of shares of capital stock of the corporation that are beneficially owned by such stockholder, and (iii) certain other descriptions of any agreement or arrangement with respect to the nomination between the stockholder and beneficial owner, if any. If the chairman of the stockholder meeting determines that a stockholder nomination was not made in accordance with the procedure set forth in the bylaws, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations for director and stockholder proposals should be directed to Landauer, Inc., 2 Science Road, Glenwood, Illinois 60425-1586; Attention: Corporate Secretary.


		47

~~MISCELLANEOUS~~

~~Landauer’s Proxy Statement and 2012 Annual Report on Form 10-K were made available to stockholders on the Internet beginning on or around January 7, 2013.~~

PROXY STATEMENT

Miscellaneous

MISCELLANEOUS

The Board of Directors does not know of any business that will come before the meeting except the matters described in the notice. If other business is properly presented for consideration at the meeting, it is intended that the proxies will be voted by the persons named therein in accordance with their judgment on such matters.

In the event that a quorum is not present when the meeting is convened, it is intended that the proxies will be voted in favor of adjourning the meeting from time to time until a quorum is obtained.

~~MICHAEL K. BURKE~~MARK A. ZORKO

~~Senior Vice President and~~Interim Chief Financial Officer

February 2, 2015

~~January 7, 2013~~

~~ANNEX A~~

~~LANDAUER, INC.~~

~~INCENTIVE COMPENSATION PLAN~~


I.48	~~INTRODUCTION~~

~~1.1~~~~Purposes~~~~. The purposes of the Landauer, Inc. Incentive Compensation Plan (this “Plan~~”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining directors, officers and other employees and (iii) to motivate such persons to act in the best interests of the Company’s stockholders. For purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary.

~~1.2~~~~Certain Definitions~~.

“~~Agreement~~” ~~shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award.~~

“~~Board~~” ~~shall mean the Board of Directors of the Company.~~

“~~Cause~~” shall mean any willful act of dishonesty, conviction of a felony, significant activities harmful to the reputation or business of the Company, refusal to perform or substantial disregard of duties properly assigned or significant violation of any statutory or common law duty of loyalty to the Company, in each case as determined by not less than two-thirds of the members of the Board.

“~~Change in Control~~” ~~shall have the meaning set forth in Section 6.8(b).~~

“~~Code~~” ~~shall mean the Internal Revenue Code of 1986, as amended.~~

“~~Committee~~” shall mean the Committee designated by the Board, consisting of three or more members of the Board, each of whom shall be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded.

“~~Common Stock~~” ~~shall mean the common stock, par value $.10 per share, of the Company.~~

“~~Company~~” ~~shall mean Landauer, Inc., a Delaware corporation, or any successor thereto.~~

“~~Disability~~” shall mean the inability of the holder of an award to perform the essential functions such holder’s position, with or without reasonable accommodation, for a continuous period of at least six months, as determined solely by the Committee.

“~~Employment Termination Date~~” shall mean, in the case of the termination by the Company of an employee’s employment, the date specified in the Company’s written notice to such employee of such employee’s termination of employment or, if no date is specified in such notice, the date that the Company notifies such employee in writing of such termination of employment and, in the case of the termination by an employee of employment with the Company, the date specified in such employee’s written notice to the Company of such employee’s termination of employment or, if no date is specified in such notice, the date on which the Company shall first receive written notification from such employee of such termination of employment.

~~Annex-1~~

LANDAUER, INC.

2 SCIENCE ROAD

GLENWOOD, IL 60425-1586

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time, March 5, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time, March 5, 2015. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

“~~Exchange Act~~” ~~shall mean the Securities Exchange Act of 1934, as amended.~~

“~~Fair Market Value~~” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported;~~provided~~,~~however~~, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate.

“~~Free-Standing SAR~~” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“~~Incentive Stock Option~~” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“~~Incumbent Board~~”~~shall have the meaning set forth in Section 6.8(b)(2).~~

“~~Non-Employee Director~~”~~shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.~~

“~~Non-Statutory Stock Option~~” ~~shall mean a stock option which is not an Incentive Stock Option.~~

“~~Outstanding Common Stock~~” ~~shall have the meaning set forth in Section 6.8(b)(1).~~

“~~Outstanding Voting Securities~~” ~~shall have the meaning set forth in Section 6.8(b)(1).~~

“~~Performance Award~~” shall mean a right to receive, contingent upon the attainment of specified Performance Measures within a specified Performance Period, a specified cash amount or, in lieu thereof, shares of Common Stock having a Fair Market Value equal to such cash amount.

~~Annex-2~~

M79672-P59863

KEEP THIS PORTION FOR YOUR RECORDS

“~~Performance Measures~~” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the holder’s receipt, in the case of a Restricted Stock Award or a Performance Share Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or a Performance Share Unit Award, of the shares of Common Stock subject to such award or of payment with respect to such award, or, in the case of a Performance Award, of payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall include one or more of the following: cash flow; return on operating revenue; stock price; return on equity; total stockholder return; return on capital (including return on total capital or return on invested capital); return on assets or net assets; market capitalization; debt leverage (debt to capital); revenue; income or net income; operating income; operating profit or net operating profit; operating margin or profit margin; earnings per share; earnings before interest, taxes, depreciation and amortization (“~~EBITDA~~”), EBITDA margin and adjusted EBITDA; cash from operations; operating ratio; operating revenue; customer service; reductions in expense levels; employee productivity; market share; strategic business criteria, consisting of one or more objectives based on meeting specified market share, geographic business expansion goals, objectively identified project milestones, production volume levels, and goals relating to acquisitions or divestitures; debt ratings, debt leverage and debt service; or any combination of the foregoing. In the sole discretion of the Committee and to the extent permitted under Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of asset write downs; litigation, claims, judgments or settlements; accruals for reorganization and restructuring programs; unusual or nonrecurring events affecting the Company or its financial statements (including any objectively determinable legal, integration, or deal-related costs in connection therewith); or changes in law or accounting principles.DETACH AND RETURN THIS PORTION ONLY

“~~Performance Option~~” shall mean an Incentive Stock Option or Non-Statutory Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“~~Performance Period~~” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“~~Performance Share~~” ~~shall mean a share of Common Stock, the vesting of which is subject to the attainment of specified Performance Measures within a specified Performance Period.~~

“~~Performance Share Award~~” ~~shall mean an award of Performance Shares under this Plan.~~

“~~Performance Share Unit~~” shall mean a right to receive, contingent upon the attainment of specified Performance Measures within a specified Performance Period, one share of Common Stock, which may be Restricted Stock, or in lieu thereof, the Fair Market Value of such Performance Share in cash.

“~~Performance Share Unit Award~~” ~~shall mean an award of Performance Share Units under this Plan.~~

“~~Permanent and Total Disability~~” ~~shall have the meaning set forth in Section 22(e)(3) of the Code or any successor thereto.~~

“~~Restricted Stock~~” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“~~Restricted Stock Award~~” ~~shall mean an award of Restricted Stock under this Plan.~~

~~Annex-3~~

“~~Restricted Stock Unit~~” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“~~Restricted Stock Unit Award~~” ~~shall mean an award of Restricted Stock Units under this Plan.~~

“~~Restriction Period~~” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.

“~~SAR~~” ~~shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.~~

“~~Stock Award~~” ~~shall mean a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Share Award or a Performance Share Unit Award.~~

“~~Subsidiary~~” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“~~Tandem SAR~~” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Non-Statutory Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“~~Tax Date~~” ~~shall have the meaning set forth in Section 6.5.~~

“~~Ten Percent Holder~~” ~~shall have the meaning set forth in Section 2.1(a).~~

~~Annex-4~~

~~1.3~~~~Administration~~. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Non-Statutory Stock Options (which may include Performance Options), (ii) SARs in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Share Units and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units and the number of Performance Share Units subject to such an award, the exercise price or base price associated with the award, the amount payable under the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, subject to the requirements of Section 162(m) of the Code and regulations thereunder in the case of an award intended to be qualified performance-based compensation, take action such that (i) any or all outstanding options and SARS shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Performance Shares, Performance Share Units or Performance Awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the maximum or any other level.The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate;~~provided~~,~~however~~, that (i) the Committee may not delegate its power and authority to the Board or the Chief Executive Officer or other executive officer of the Company with regard to the grant of an award to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at the time during the period an award hereunder to such employee would be outstanding and (ii) the Committee may not delegate its power and authority to the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

~~A majority of the Committee shall constitute a quorum. Except as otherwise required in the definition of the term “Cause~~” in Section 1.2, the acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.

~~Annex-5~~

~~1.4~~~~Eligibility~~. Participants in this Plan shall consist of such officers, other employees and nonemployee directors, and persons expected to become officers, other employees and nonemployee directors, of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time.

~~1.5~~~~Shares~~~~Available~~. Subject to adjustment as provided in Section 6.7,500,000 shares of Common Stock shall be available under this Plan, reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding options, outstanding Free-Standing SARs and outstanding Stock Awards and delivered upon the settlement of Performance Awards. To the extent that shares of Common Stock subject to an outstanding option (other than in connection with the exercise of a Tandem SAR), Free-Standing SAR or Stock Award are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the delivery of shares of Common Stock to pay all or a portion of the exercise price of an award, if any, or the delivery or withholding of shares to satisfy all or a portion of the tax withholding obligations and other taxes referred to in Section 6.5 relating to an award, then such shares of Common Stock shall again be available under this Plan.

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder (i) the maximum number of shares of Common Stock with respect to which options or SARs or a combination thereof may be granted during any fiscal year of the Company to any person shall be 75,000, subject to adjustment as provided in Section 6.7; (ii) the maximum number of shares of Common Stock with respect to which Stock Awards subject to Performance Measures may be granted during any fiscal year of the Company to any person shall be 50,000, subject to adjustment as provided in Section 6.7, and (iii) the maximum amount that may be payable to any person under a Performance Award granted with respect to a particular Performance Period shall be $1,000,000.THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

LANDAUER, INC.

The Board of Directors recommends that you vote FOR the election of the nominees for Director listed in Proposal 1 and FOR Proposals 2, 3 and 4.

1. Election of Directors

Nominees:

For

Against

Abstain

1a.

Stephen C. Mitchell

1b.

Thomas M. White

~~II.~~For

~~STOCK OPTIONS AND STOCK APPRECIATION RIGHTS~~Against

Abstain

2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public

accounting firm of the Company for the fiscal year ending September 30, 2015.

3. To approve an amendment to the Certificate of Incorporation of Landauer, Inc. to declassify the

Board of Directors.

4. To approve, by non-binding advisory vote, executive compensation.

NOTE: Please sign as your name appears hereon. When shares are registered in the names of two or more persons, whether as joint tenants, as community property or otherwise, both or all of such persons should sign. When signing as attorney, executor, administrator, trustee, guardian or another fiduciary capacity, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person.

Signature [PLEASE SIGN WITHIN BOX] Date

Signature (Joint Owners) Date

~~2.1~~~~Stock Options~~~~. The Committee may, in its discretion, grant options to purchase~~

PROXY

LANDAUER, INC.

Shares Owned Through the Landauer, Inc.

401(k) Retirement Savings Plan

If shares of Landauer, Inc. Common Stock are issued to ~~such eligible persons as may be selected by~~or held for the ~~Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Non-Statutory Stock Option. Each Incentive Stock Option shall be granted within ten years~~account of the ~~effective date of~~undersigned under the Landauer, Inc. 401(k) Retirement Savings Plan, the undersigned hereby directs State Street Bank and Trust Company, Trustee, to vote, as directed on this Plan. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Non-Statutory Stock Options.

~~Annex-6~~

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

~~(a)Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee;provided~~,~~however~~, that the purchase price per share of Common Stock purchasable upon exercise of a Non-Statutory Stock Option or an Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option;~~providedfurther~~, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “~~Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.~~

~~(b)Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee;provided~~,~~however, that no option shall be exercised later than 10 years after its date of grant;providedfurther~~, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, determine that an option is to be granted as a Performance Option and may establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

~~(c)Method of Exercise~~. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock (which the optionee has held for at least six months prior to delivery of such shares and for which the optionee has good title, free and clear of all liens and encumbrances)having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C)except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) a combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 6.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

~~Annex-7~~

~~2.2~~~~Stock Appreciation Rights~~. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

~~SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:~~

~~(a)Number of SARs and Base Price~~. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee;~~provided~~,~~however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR.~~

~~(b)Exercise Period and Exercisability~~. The Agreement relating to an award of SARs shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. The period for the exercise of an SAR shall be determined by the Committee;~~provided~~,~~however, that no SAR may be exercised later than 10 years after its date of grant;providedfurther~~, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of an SAR for shares of Common Stock, including Restricted Stock, the holder of such SAR shall have no rights as a stockholder of the Company with respect tocard, the shares of ~~Common Stock subject to such SAR.~~

~~(c)Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice~~Landauer, Inc. common stock which are allocated to the ~~Company specifying~~undersigned’s account, at the ~~number~~Annual Meeting of ~~whole SARs~~Stockholders and at any adjournments thereof. In its discretion the Trustee is authorized to vote upon any other business that properly may come before the meeting. These instructions shall be held in the strictest confidence by the Trustee. If no direction is made, the Trustee will vote allocated shares for which ~~are being exercised, (ii) by surrendering to~~it receives no instructions in the ~~Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents~~same proportion as the ~~Company may reasonably request. A Free-Standing SAR may~~allocated shares for which voting instructions have been received.

Your voting instructions must be ~~exercised (i)~~received by ~~giving written notice~~the Trustee by 8:00 AM Eastern Time on Wednesday, March 4, 2015, to allow sufficient time for processing.

Important Notice Regarding the ~~Company specifying~~Availability of Proxy Materials for the ~~whole number of SARs which~~Annual Meeting:

The Notice and Proxy Statement and Form 10-K are ~~being exercised and (ii) by executing such documents as the Company may reasonably request.~~available at www.proxyvote.com.

~~Annex-8~~

~~2.3~~~~Termination of Employment~~.~~(a)~~ ~~Disability~~. Subject to paragraph (f) below and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the employment with the Company of the holder of an option or SAR terminates by reason of Disability, each option and SAR held by such holder shall be fully exercisable and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option or SAR) after such holder’s Employment Termination Date and (ii) the expiration date of the term of such option or SAR.

~~(b)Retirement~~. Subject to paragraph (f) below and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the employment with the Company of the holder of an option or SAR terminates by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Committee) each option and SAR held by such holder shall be fully exercisable and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option or SAR) after such holder’s Employment Termination Date and (ii) the expiration date of the term of such option or SAR.

~~(c)Death~~. Subject to paragraph (f) below and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the employment with the Company of the holder of an option or SAR terminates by reason of death, each option and SAR held by such holder shall be fully exercisable and may thereafter be exercised by such holder’s executor, administrator, legal representative, beneficiary or similar person, as the case may be, until and including the earlier to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option or SAR) after the date of death and (ii) the expiration date of the term of such option or SAR;~~provided~~,~~however~~, that, in the event that the date of death is less than six months prior to such expiration date, such holder’s executor, administrator, legal representative, beneficiary or similar person, as the case may be, shall have not less than six months from the date of death to so exercise such option or SAR (except that, in the event that such option is an Incentive Stock Option, such period of exercise shall not under any circumstance extend beyond the tenth anniversary of the date of grant of such Incentive Stock Option).

~~(d)Other Termination~~. If the employment with the Company of the holder of an option or SAR is terminated by the Company for Cause, each option and SAR held by such holder shall terminate automatically on such holder’s Employment Termination Date.

Subject to paragraph (f) below and unless otherwise specified in the Agreement relating to an option or SAR or in an employment agreement or severance plan or agreement having terms relating to an option or SAR, as the case may be, if the employment with the Company of the holder of an option or SAR terminates for any reason other than Disability, retirement on or after age 65 (or prior to age 65 with the consent of the Committee), death or Cause, each option and SAR held by such holder shall be exercisable only to the extent that such option or SAR is exercisable on such holder’s Employment Termination Date and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (i) the date which is three months (or such other period as set forth in the Agreement relating to such option or SAR) after such holder’s Employment Termination Date and (ii) the expiration date of the term of such option or SAR.

~~Annex-9~~

~~(e)Death Following Termination of Employment~~. Subject to paragraph (f) below and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the holder of an option or SAR dies during the period set forth in Section 2.3(a) following termination of employment by reason of Disability, or if the holder of an option or SAR dies during the period set forth in Section 2.3(b) following termination of employment by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Committee), or if the holder of an option or SAR dies during the period set forth in Section 2.3(d) following termination of employment for any reason other than Disability or retirement on or after age 65 (or prior to age 65 with the consent of the Committee) (or, in each case, such other period as set forth in the Agreement relating to such option or SAR), each option and SAR held by such holder shall be exercisable only to the extent that such option or SAR, as the case may be, is exercisable on the date of such holder’s death and may thereafter be exercised by the holder’s executor, administrator, legal representative, beneficiary or similar person, as the case may be, until and including the earlier to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option or SAR) after the date of death and (ii) the expiration date of the term of such option or SAR;~~provided~~,~~however~~, that, in the event that the date of death is less than six months prior to such expiration date, such holder’s executor, administrator, legal representative, beneficiary or similar person, as the case may be, shall have not less than six months from the date of death to so exercise such option or SAR (except that, in the event that such option is an Incentive Stock Option, such period of exercise shall not under any circumstance extend beyond the tenth anniversary of the date of grant of such Incentive Stock Option).

~~(f)Termination of Employment - Incentive Stock Options~~. Unless otherwise specified in the Agreement relating to the option, if the employment with the Company of a holder of an Incentive Stock Option terminates by reason of Permanent and Total Disability, each Incentive Stock Option held by such optionee shall become fully exercisable and may thereafter be exercised by such optionee (or such optionee’s legal representative or similar person) until and including the earlier to occur of (i) the date which is one year (or such shorter period as set forth in the Agreement relating to such option) after such optionee’s Employment Termination Date by reason of Permanent and Total Disability and (ii) the expiration date of the term of such option.

Unless otherwise specified in the Agreement relating to the option, if the employment with the Company of a holder of an Incentive Stock Option terminates by reason of death, each Incentive Stock Option held by such optionee shall become fully exercisable and may thereafter be exercised by such optionee’s executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the date which is one year (or such shorter period as set forth in the Agreement relating to such option) after the date of death and (ii) the expiration date of the term of such option.

If the employment with the Company of the optionee of an Incentive Stock Option is terminated by the Company for Cause, each Incentive Stock Option held by such optionee shall terminate automatically on the effective date of such optionee’s termination of employment. If the employment with the Company of a holder of an Incentive Stock Option terminates for any reason other than Permanent and Total Disability, death or Cause, each Incentive Stock Option held by such optionee shall be exercisable only to the extent such option is exercisable on the effective date of such optionee’s termination of employment and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (i) the date which is three months after such optionee’s Employment Termination Date and (ii) the expiration date of the term of such option.

~~Annex-10~~

If the holder of an Incentive Stock Option dies during the period set forth in the first paragraph of this Section 2.3(f) following termination of employment by reason of Permanent and Total Disability (or such shorter period as set forth in the Agreement relating to such option), or if the holder of an Incentive Stock Option dies during the period set forth in the third paragraph of this Section 2.3(f) following termination of employment for any reason other than Permanent and Total Disability, death or Cause, each Incentive Stock Option held by such optionee shall be exercisable only to the extent such option is exercisable on the date of the optionee’s death and may thereafter be exercised by the optionee’s executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the date which is one year (or such shorter period as set forth in the Agreement relating to such option) after the date of death and (ii) the expiration date of the term of such option.

~~2.4~~~~No Repricing~~.Notwithstanding anything in this Plan to the contrary and subject to Section 6.7, without the approval of the stockholders of the Company the Committee will not amend or replace any previously granted option or SAR in a transaction that constitutes a “repricing,” as such term is used in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange.M79673-P59863

~~III.~~

~~STOCK AWARDS~~

~~3.1~~~~Stock~~~~Awards~~. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Share Award or a Performance Share Unit Award.

~~3.2~~~~Terms of Restricted Stock Awards~~. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

~~(c)Delivery of Shares~~. During the Restriction Period, the shares subject to a Restricted Stock Award shall be registered in the holder’s name. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), the restrictions applicable to the shares subject to a Restricted Stock Award shall lapse and, unless otherwise provided in the Agreement relating to the Restricted Stock Award, and subject to the Company’s right to require payment of any taxes in accordance with Section 6.5, the shares shall be delivered to the holder by the book entry method. Alternatively, the Committee, in its discretion, choose to issue stock certificates for such shares.

~~Annex-11~~

~~(d)Rights with Respect to Restricted Stock Awards~~. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock;~~provided~~,~~however~~, that a distribution with respect to shares of Common Stock, other than a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

~~3.3~~~~Terms of Restricted Stock Unit Awards~~. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

~~(c)Settlement of Vested Restricted Stock Unit Awards~~. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award. A Restricted Stock Unit Award shall be settled no later than March 15 of the calendar year following the calendar year in which the award becomes vested.

~~3.4~~~~Terms of Performance Share Awards~~. Performance Share Awards shall be subject to the following terms and conditions and shall be subject to such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Performance Share Award and the Performance Measures and Performance Period applicable to a Performance Share Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Performance Share Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of the shares of Common Stock subject to such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

~~Annex-12~~

~~(c)Delivery of Shares~~. During the Performance Period, the shares subject to a Performance Share Award shall be registered in the holder’s name. Upon termination of any applicable Performance Period (and the satisfaction or attainment of applicable Performance Measures), the restrictions applicable to the shares subject to a Performance Share Award shall lapse and, unless otherwise provided in the Agreement relating to the Performance Share Award, and subject to the Company’s right to require payment of any taxes in accordance with Section 6.5, the shares shall be delivered to the holder by the book entry method. Alternatively, the Committee, in its discretion, choose to issue stock certificates for such shares.

~~(d)Rights with Respect to Performance Share Awards~~. Unless otherwise set forth in the Agreement relating to a Performance Share Award, and subject to the terms and conditions of a Performance Share Award, the holder of such award shall have rights as a stockholder of the Company, including, but not limited to, voting rights and the right to participate in any capital adjustment applicable to all holders of Common Stock;~~provided~~,~~however~~, that any distribution with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

~~3.5~~~~Terms of Performance Share Unit Awards~~. Performance Share Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Performance Share Unit Award and the Performance Measures and Performance Period applicable to a Performance Share Unit Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Performance Share Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Share Unit Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of the shares of Common Stock subject to such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

~~(c)Settlement of Vested Performance Share Unit Awards~~. The Agreement relating to a Performance Share Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Prior to the settlement of a Performance Share Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award. A Performance Share Unit Award shall be settled no later than March 15 of the calendar year following the calendar year in which the award becomes vested.

~~Annex-13~~

~~3.6~~~~Termination of Employment~~~~. (a)~~ ~~Disability, Retirement, Death or Other Termination~~. Unless otherwise specified in the Agreement relating to a Stock Award or in an employment agreement or severance plan or agreement having terms relating to a Stock Award, if the employment with the Company of the holder of such award terminates by reason of Disability, retirement on or after age 65 (or prior to age 65 with the consent of the Committee), death or any other reason, except termination for Cause (i) the portion of the Restricted Stock Award or Restricted Stock Unit Award which is unvested as of such holder’s Employment Termination Date shall be forfeited and such portion shall be cancelled by the Company, and (ii) the Performance Period applicable to such award shall terminate as of such holder’s Employment Termination Date and all Performance Measures applicable to such award shall be deemed to have been satisfied at the target level with respect to the number of shares of Common Stock subject to such award multiplied by a fraction, the numerator of which is the actual performance attained as of such holder’s Employment Termination Date and the denominator of which is the target level of performance.

~~(b)Termination for Cause~~. Unless otherwise set forth in the Agreement relating to a Stock Award or in an employment agreement or severance plan or agreement having terms relating to a Stock Award, if the employment with the Company of the holder of a Stock Award terminates for Cause, the portion of the Stock Award which is unvested as of such holder’s Employment Termination Date shall be forfeited and such portion shall be cancelled by the Company.

~~IV.~~

~~PERFORMANCE AWARDS~~

~~4.1~~~~Performance Awards~~~~. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.~~

~~4.2~~~~Terms of Performance Awards~~.Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Amount of Award and Performance Measures. The amount payable under a Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.~~

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

~~(c)Settlement of Performance Awards~~. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, shares of Common Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company. A Performance Award shall be settled no later than March 15 of the calendar year following the calendar year in which the award becomes vested.

~~Annex-14~~

~~4.3~~~~Termination of Employment~~~~. (a)~~ ~~Disability, Retirement, Death or Other Termination~~. Unless otherwise set forth in the Agreement relating to a Performance Award or in an employment agreement or severance plan or agreement having terms relating to a Performance Award, if the employment with the Company of the holder of such award terminates by reason of Disability, retirement on or after age 65 (or prior to age 65 with the consent of the Committee), death or any other reason, except termination for Cause, the Performance Period applicable to such award shall terminate as of such holder’s Employment Termination Date and all Performance Measures applicable to such award shall be deemed to have been satisfied at the target level with respect to the Performance Award multiplied by a fraction, the numerator of which is the actual performance attained as of such holder’s Employment Termination Date and the denominator of which is the target level of performance.

~~(b)~~ ~~Termination for Cause~~. Unless otherwise set forth in the Agreement relating to a Performance Award or in an employment agreement or severance plan or agreement having terms relating to a Performance Award, if the employment with the Company of the holder of a Performance Award terminates for Cause, the portion of the Performance Award which is unvested as of such holder’s Employment Termination Date shall be forfeited and such portion shall be cancelled by the Company.

PROXY

~~PROVISIONS RELATING TO NON-EMPLOYEE~~

LANDAUER, INC.

ANNUAL MEETING OF STOCKHOLDERS

Friday, March 6, 2015

10:00 A.M. Local Time

8755 West Higgins Road

Chicago, Illinois

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Cronin and Michael T. Leatherman, and each of them, the attorneys and proxies of the undersigned, with power of substitution to vote all the shares of Landauer, Inc. Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on March 6, 2015, and at any adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, this proxy will be voted FOR the election of the nominees for Director listed in Proposal 1 and FOR Proposals 2, 3 and 4. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other business as may properly come before the Annual Meeting.

Please complete, sign and date on reverse side and mail in enclosed envelope.

~~5.1~~ ~~Eligibility~~.~~Each Non-Employee Director shall be granted Restricted Stock Awards or Restricted Stock Unit Awards in accordance with this Article V.~~

~~5.2~~ ~~Grants of Restricted Stock or Restricted Stock Units~~.~~Each Non-Employee Director shall be granted Restricted Stock Awards or Restricted Stock Unit Awards as follows:~~

~~(a)~~ ~~Time of Grant~~. On the date of each annual meeting of stockholders of the Company, each person who is a Non-Employee Director immediately after such annual meeting of stockholders shall be granted such number of shares of Restricted Stock or such number of Restricted Stock Units as shall be determined by the Committee, in its discretion (which number shall be pro-rated if such Non-Employee Director is first elected or begins to serve as a Non-Employee Director on a date other than the date of an annual meeting of stockholders).

~~(b)~~ ~~Vesting~~. Except as otherwise provided in this Article V and in Section 6.8, Restricted Stock and Restricted Stock Units granted pursuant to this Article V shall vest in full on the earlier of (i) the date that is three years after the date of grant and (ii) the date of the third annual meeting of stockholders of the Company following the date of grant.

~~(c)~~ ~~Deferral~~. A Non-Employee Director may elect to defer receipt of all or any portion of the shares of Restricted Stock or payment of all or any portion of the Restricted Stock Units that are granted pursuant to this Article V in accordance with rules established by the Committee. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion.

~~5.3~~ ~~Terms of Restricted Stock Awards~~.~~Restricted Stock Awards shall be subject to the following additional terms and conditions:~~

~~(a)~~ ~~Delivery of Shares. Shares of Restricted Stock granted pursuant to this Article V shall be issued subject to the terms and conditions set forth in Section 3.2(c).~~

~~Annex-15~~

~~(b)~~ ~~Rights with Respect to Restricted Stock Awards~~. The holder of a Restricted Stock Award granted pursuant to this Article V shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock;~~provided~~,~~however~~, that a distribution with respect to shares of Common Stock, other than a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

~~5.4~~ ~~Terms of Restricted Stock Unit Awards~~. ~~Restricted Stock Unit Awards shall be subject to the following additional terms and conditions:~~

~~(a)~~ ~~Dividend Equivalents~~. Restricted Stock Units shall accrue dividend equivalents at the same rate and at the same times as cash dividends are paid on shares of Common Stock. Such dividend equivalents shall be retained by the Company on behalf of the Non-Employee Director, reinvested in the form of additional Restricted Stock Units and become payable at the same time and in the same manner as the Restricted Stock Units upon which they shall have accrued.

~~(b)~~ ~~Settlement.~~ Subject to Section 5.2(c), as of the date of vesting of any Restricted Stock Unit granted to a Non-Employee Director pursuant to this Article V, such Restricted Stock Unit shall be converted into the right to receive one share of Common Stock. As soon as practical thereafter the Company shall (i) issue one share of Common Stock to such Non-Employee Director for each whole Restricted Stock Unit which shall have vested and (ii) pay to such Non-Employee Director a cash amount in lieu of any fractional Restricted Stock Unit which shall have vested. Restricted Stock Unit Awards granted to a Non-Employee Director pursuant to this Article V shall be settled no later than March 15 of the calendar year following the calendar year in which the award becomes vested.

~~(c)~~ ~~No Stockholder Rights~~. Prior to the settlement of a Restricted Stock Unit Award granted pursuant to this Article V, the holder of such Restricted Stock Unit Award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

~~5.5~~ ~~Termination of Directorship~~.

~~(a)~~ ~~Disability~~. If the holder of a Restricted Stock Award or a Restricted Stock Unit Award granted pursuant to this Article V ceases to be a director of the Company by reason of Disability, each share of Restricted Stock or each Restricted Stock Unit subject to such award shall vest in full.

~~(b)~~ ~~Retirement~~. If the holder of a Restricted Stock Award or a Restricted Stock Unit Award granted pursuant to this Article V ceases to be a director of the Company on or after age 70, each share of Restricted Stock or each Restricted Stock Unit subject to such award shall vest in full.

~~(c)~~ ~~Death~~. If the holder of a Restricted Stock Award or a Restricted Stock Unit Award granted pursuant to this Article V ceases to be a director of the Company by reason of death, each share of Restricted Stock or each Restricted Stock Unit subject to such award shall vest in full.

~~(d)~~ ~~Other Termination~~. If the holder of a Restricted Stock Award or a Restricted Stock Unit Award granted pursuant to this Article V ceases to be a director of the Company for any reason other than Disability, ceasing to be a director on or after age 70 or death, each share of Restricted Stock or each Restricted Stock Unit subject to such award which has not vested prior thereto shall be forfeited and all rights of such Non-Employee Director to or with respect to such share of Restricted Stock or such Restricted Stock Unit shall terminate unless the Committee, in its sole discretion, accelerates the vesting thereof.

~~Annex-16~~

~~VI.~~

~~GENERAL~~

~~6.1~~~~Effective~~~~Date~~~~and Term~~of~~Plan~~. This Plan shall be submitted to the stockholders of the Company for approval at the Company’s 2008 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at such annual meeting of stockholders, shall become effective on the date of such approval. This Plan shall terminate 10 years after its effective date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination.

Awards hereunder may be made at any time prior to the termination of this Plan, provided that no award may be made later than 10 years after the effective date of this Plan. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.

~~6.2~~~~Amendments~~. The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the New York Stock Exchange, or, if the Common Stock is not listed on the New York Stock Exchange, any rule of the principal national stock exchange on which the Common Stock is then traded;~~provided~~,~~however, that no amendment may impair the rights of a holder of an outstanding award without the consent of such holder.~~

~~6.3~~~~Agreement~~. Each Stock Award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No Stock Award shall be valid until an Agreement is executed by the Company and the recipient of such award and, upon execution by each party and delivery of the Agreement to the Company, such award shall be effective as of the effective date set forth in the Agreement.

~~6.4~~~~Non-Transferability.~~ Unless otherwise specified in the Agreement relating to an award, no award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

~~Annex-17~~

~~6.5~~~~Tax Withholding and Other Settlements in Lieu of Taxes~~. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation, (D) in the case of the exercise of an option and except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

~~6.6~~~~Restrictions on Shares~~. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

~~6.7~~~~Adjustment~~. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and class of securities available under this Plan, the number and class of securities subject to each outstanding option and the purchase price per security, the terms of each outstanding SAR, the maximum number of securities with respect to which options or SARs may be granted during any fiscal year of the Company to any one grantee, the terms of each outstanding Restricted Stock Award, Restricted Stock Unit Award, Performance Share Award and Performance Share Unit Award, including the number and class of securities subject thereto, the terms of each outstanding Performance Award, the maximum number of shares of Common Stock that may be awarded during any fiscal year of the Company pursuant to a Performance Share Award or a Performance Share Unit Award to any one grantee, the maximum amount that may be payable pursuant to any Performance Award granted to any one grantee with respect a particular Performance Period, and the number of shares of Restricted Stock and the number of Restricted Stock Units to be granted to Non-Employee Directors pursuant to Article V shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being (a) available under this Plan, such fractional security shall be disregarded, or (b) subject to an award under this Plan, the Company shall pay the holder of such award, in connection with the first vesting, exercise or settlement of such award, in whole or in part, occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or base price, if any, of such award.

~~Annex-18~~

~~6.8~~~~Change in Control~~.

~~(a)~~(1) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, (i) all outstanding options and SARs shall immediately become exercisable in full, (ii) the Restriction Period applicable to any outstanding Restricted Stock Award or Restricted Stock Unit Award shall lapse, (iii) the Performance Period applicable to any outstanding Performance Share, Performance Share Unit or Performance Award shall lapse, (iv) the Performance Measures applicable to any outstanding award shall be deemed to be satisfied at the target level or, if greater, at the actual performance attained through the date of the Change in Control and (v) there shall be substituted for each share of Common Stock available under this Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of an option and the base price in the case of an SAR shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price.

(2) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Common Stock receive consideration other than shares of common stock that are registered under Section 12 of the Exchange Act, each outstanding award shall be surrendered to the Company by the holder thereof, and each such award shall immediately be canceled by the Company, and the holder shall receive, within 10 days of the occurrence of a Change in Control, a cash payment from the Company in an amount equal to (i) in the case of an option, the number of shares of Common Stock then subject to such option, multiplied by the excess, if any, of the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control, over the purchase price per share of Common Stock subject to the option, (ii) in the case of a Free-Standing SAR, the number of shares of Common Stock then subject to such SAR, multiplied by the excess, if any, of the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control, over the base price of the SAR, (iii) in the case of a Stock Award, the number of shares of Common Stock, then subject to such award (calculated in the manner set forth in clause (iv) of Section 6.8(a)(1) in the case of a Performance Share Award or Performance Share Unit Award), multiplied by the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control, and (iv) in the case of a Performance Award, the amount payable under such award, which shall be calculated at the target level or, if greater, at the actual performance attained through the date of the Change in Control. In the event of a Change in Control, each Tandem SAR shall be surrendered by the holder thereof and shall be canceled simultaneously with the cancellation of the related option.

~~Annex-19~~

~~(b)“Change in Control” shall mean:~~

~~(1) the acquisition by any individual, entity or group (a “Person~~”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of Common Stock (the “~~Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities~~”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 6.8(b);~~providedfurther~~, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

~~(2) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board~~”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

~~(3) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction~~”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

~~(4) the consummation of a plan of complete liquidation or dissolution of the Company.~~

~~Annex-20~~

~~6.9~~~~Deferrals~~.The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion and consistent with the requirements of Section 409A of the Code.

~~6.10~~No~~Right of~~~~Participation or Employment~~. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability hereunder.

~~6.11~~~~Rights as Stockholder~~. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

~~6.12~~~~Designation of Beneficiary~~. A holder of an award may file with the Committee a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR.

Each beneficiary designation shall become effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations.

If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding option and SAR hereunder held by such holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative or similar person.

~~6.13~~~~Governing Law~~. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

~~Annex-21~~


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~~LANDAUER, INC.~~ ~~(Name of Registrant as Specified In Its Charter)~~

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	(4)		Date Filed:


NOTICE OF ANNUAL MEETING	~~(3)~~		~~Filing Party:~~
				~~(4)~~	~~Date Filed:~~
GENERAL INFORMATION		1

ANNUAL MEETING INFORMATION		1
INFORMATION CONCERNINGTHE PROXY SOLICITATION		2

STOCK OWNERSHIP		4

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		5

ELECTION OF DIRECTORS		6

DIRECTOR NOMINEES		7


	Proposal	Board Recommendation	Rationale for Board Recommendation
1.	Election of Directors Stephen C. Mitchell Thomas M. White		• Broad mix of backgrounds with operating, financial & governance experience
2.	Ratification of auditor Ratification of appointment of PricewaterhouseCoopers LLP		• Independent, with limited ancillary services
3.	Amend Certificate of Incorporation to declassify Board		• Improved corporate governance practice
4.	Say-on-pay Advisory vote to approve the compensation for named executive officers		• Strong linkage of pay for performance • Balanced compensation program aligning interests with shareholders


EXECUTIVE OFFICERS			10
BOARD OF DIRECTORS AND COMMITTEES			11
BOARD LEADERSHIP STRUCTUREAND ROLEIN RISK OVERSIGHT			12
COMPENSATION RISK			12
INDEPENDENCEOF DIRECTORS			12
PROCESSFOR NOMINATING DIRECTORS			13
COMMUNICATIONSWITHTHE BOARDOF DIRECTORS			13

EXECUTIVE COMPENSATION			14

COMPENSATION DISCUSSION & ANALYSIS			14

SUMMARYOF CHANGESTO COMPENSATIONAND GOVERNANCE POLICIESAND DESIGN			14
COMPENSATION COMMITTEE REPORT			27

EXECUTIVE COMPENSATION TABLES			28

SUMMARY COMPENSATION TABLEFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			28
GRANTSOF PLAN-BASED AWARDSFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			30
OUTSTANDING EQUITY AWARDSAT FISCAL YEAR-ENDFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			31
OPTION EXERCISESAND STOCK VESTEDFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			32
PENSION BENEFITSFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			33
NONQUALIFIED DEFERRED COMPENSATIONFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			34
PAYMENTS UPON TERMINATION FOLLOWINGA CHANGE-IN-CONTROLFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			38
DIRECTOR COMPENSATIONFOR FISCAL YEAR ENDED SEPTEMBER 30, 2014			39

EQUITY COMPENSATION PLAN INFORMATION			40

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS			41

AUDIT COMMITTEE REPORT			42

FEESBILLEDBYINDEPENDENTPUBLICACCOUNTANTS			43

STOCKHOLDER PROPOSALS

RATIFICATIONOF APPOINTMENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44
APPROVALOFAN AMENDMENTTO OUR CERTIFICATEOF INCORPORATIONTO DECLASSIFYTHE BOARDOF DIRECTORS			45
NON-BINDING ADVISORY VOTETO APPROVE EXECUTIVE COMPENSATION			46
STOCKHOLDER PROPOSALS			47
MISCELLANEOUS			48

	1.
		(1)		To ~~re-elect~~elect the ~~two~~nominees for directors identified in this Proxy ~~Statement to hold office for an additional term of three years each.~~Statement–Stephen C. Mitchell and Thomas M. White.

	2.
		(2)		To vote on the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending September 30, ~~2013.~~2015.

3.
	(3)	To ~~hold a~~approve an amendment to the Certificate of Incorporation of the Company to declassify the Board of Directors.

	(4)	To approve, by non-binding advisory vote, ~~to approve~~ executive compensation.


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent Of Class	Number of Shares Beneficially Owned		Percent of Class
T. Rowe Price Associates, Inc.⁽¹⁾	769,380	8.1%
Royce & Associates, LLC⁽²⁾⁽¹⁾	755,871	8.0%		1,060,400		11.1	%
T. Rowe Price Associates, Inc.⁽²⁾				756,720		7.9	%
BlackRock, Inc.⁽³⁾	713,399	7.5%		887,339		9.3	%
Neuberger Berman Group LLC⁽⁴⁾	667,543	7.1%
The Vanguard Group, Inc.⁽⁵⁾⁽⁴⁾	489,448	5.2%		615,831		6.4	%
William E. Saxelby⁽⁶⁾	90,660	*
R. Craig Yoder⁽⁷⁾	52,421	*
Robert J. Cronin⁽⁸⁾	21,690	*
RidgeWorth Capital Management, Inc. as Parent Company for Ceredex Value Advisors LLC⁽⁵⁾				528,924		5.5	%
William E. Saxelby				65,039		*
R. Craig Yoder				35,861		*
Robert J. Cronin				24,044		*
Thomas M. White	9,616	*		13,470		*
Stephen C. Mitchell	9,015	*		12,869		*
Michael T. Leatherman	7,935	*		38,357		*
Michael K. Burke	7,153	*
William G. Dempsey	7,038	*		10,894		*
David E. Meador	6,961	*		10,815		*
Richard E. Bailey	3,671	*
All directors and executive officers as a group (9 persons)⁽⁹⁾	212,489	2.2%
Michael K. Burke				6,119		*
Michael P. Kaminski				9,932		*
Michael R. Kennedy				7,416		*
Mark A. Zorko				2,000		*
All directors and executive officers as a group (10 persons)				130,942		1.4	%

	~~(6)~~
~~Includes 50,000 shares subject to options exercisable within 60 days after~~4~~November 30, 2012~~.



From September 2011 through December 2011, Interim Chief Financial Officer, Landauer, Inc. Since 2000, Independent Consultant primarily to the information technology industry. From 1990 to 2000, various senior leadership positions with Wallace Computer Services including Executive Vice President, Chief Information Officer and Chief Financial Officer from 1998 to 2000. From 1984 to 1990, Chief Executive Officer Election of ~~FSC Paper Corporation, a subsidiary of Smorgon Consolidated Industries. Mr. Leatherman is a Certified Public Accountant.~~Directors ~~Qualifications:~~ Mr. Leatherman’s extensive experience as a senior executive with a wealth of information technology knowledge provides expertise in information systems strategy and project implementation, as well as expertise in general operational and strategic leadership. In addition, he brings financial acumen to Board discussions by virtue of his background as a Chief Financial Officer. ~~Current Directorships:~~ ~~None~~ ~~Former Directorships:~~ ~~From 2006 to 2009, Director of Nashua Corporation, which was acquired by Cenveo, Inc.; and Director of a non-profit organization providing continuous care retirement services.~~ ~~Age:~~ 59 ~~Director Since:~~ ~~2008~~ ~~Expiration of Current Term:~~ ~~2013~~

~~David E. Meador~~^(1,3)
Since 2001, Executive Vice President and Chief Financial Officer, DTE Energy. From 1997 to 2001, Vice President and Controller, DTE Energy. DTE Energy provides safe, reliable electric and natural gas services to Michigan businesses and homes and has energy related businesses and services nationwide. From 1983 to 1997, served in a variety of financial and accounting positions at Chrysler Corporation. Mr. Meador began his professional career with Coopers and Lybrand and is a Certified Public Accountant.PROXY STATEMENT ~~Qualifications:~~ Mr. Meador’s experience as a senior executive with an energy company provides substantial experience in the Nuclear Power industry. Mr. Meador’s role as an active executive provides a perspective of a leader familiar with many facets of an enterprise facing the same set of current external economic and governance issues. In addition, he brings financial acumen to Board discussions by virtue of his background as a Chief Financial Officer. ~~Current Directorships:~~ ~~None~~ ~~Former Directorships:~~ ~~None~~ ~~Age:~~ 55 ~~Director Since:~~ ~~2008~~ ~~Expiration of Current Term:~~ ~~2013~~


~~William G. Dempsey~~^(2,3)
Since 2007, retired and serving as Director of various public and private companies. From 1982 to 2007, various senior leadership positions with Abbott Laboratories including Executive Vice President, Global Pharmaceuticals from 2006 to 2007. Abbott Laboratories is a global, broad-based health care company devoted to discovering new medicines, new technologies and new ways to manage health. From 1977 to 1982, various positions with Sciaky Bros., a manufacturer of high tech electron beam, laser welding and heat treating systems. ~~Qualifications:~~ Mr. Dempsey’s extensive experience as a senior executive with a global pharmaceutical company provides a wealth of health care experience in global healthcare markets including pharmaceuticals, nutrition and medical devices. Mr. Dempsey’s leadership experience provides expertise in strategy, marketing, international operations, manufacturing and managing research and development organizations. ~~Current Directorships:~~ Director of Nordion, Inc., a global leader in technologies for use in medical imaging and radiotherapeutics, and sterilization technologies; Director of Hospira, Inc.; and Director of a privately held corporation. ~~Former Directorships:~~ ~~None~~ ~~Age:~~ 61 ~~Director Since:~~ ~~2008~~ ~~Expiration of Current Term:~~ ~~2014~~

~~Stephen C. Mitchell~~^(2,3)
Since 2001, President, Knight Group LLC, a privately held firm providing services for the start-up and management of new ventures. Since 1995, Vice Chairman and Director, Knight Facilities Management, Inc., a company providing outsourcing of facilities management services for industrial and commercial clients worldwide. Until 2001, President, Chief Operating Officer and Director, Lester B. Knight & Associates, Inc., a company involved in the planning, design and construction of advanced technology research and development and manufacturing facilities. ~~Qualifications:~~ Mr. Mitchell’s extensive leadership experience in various companies of diverse industry and size provides experience in operational and strategic leadership. He also has considerable corporate governance experience through years of service on other public company boards. ~~Current Directorships:~~ ~~Director of Apogee Enterprises, Inc., a manufacturer of glass products for the construction and art framing markets.~~ ~~Former Directorships:~~ ~~None~~ ~~Age:~~ 69 ~~Director Since:~~ ~~2005~~ ~~Expiration of Current Term:~~ ~~2015~~

~~William E. Saxelby~~
Since 2005, President and Chief Executive Officer, Landauer, Inc. From 2003 to 2005, Mr. Saxelby provided consulting services to certain private equity firms. From 1999 to 2003, President and Chief Executive Officer, Medical Research Laboratories, Inc., a manufacturer of defibrillators. From 1996 to 1999, Corporate Vice President, Allegiance Healthcare, a spin-off of Baxter International. From 1978 to 1996, Mr. Saxelby held executive and non-executive positions with Baxter International and its American Hospital Supply subsidiary. ~~Qualifications:~~ Mr. Saxelby’s day-to-day leadership as President and Chief Executive Officer of the Company, as well as his many years of experience in the healthcare industry, provides him with deep knowledge of the Company’s operations and industry and gives him unique insights into the Company’s challenges and opportunities. ~~Current Directorships:~~ ~~None~~ ~~Former Directorships:~~ ~~None~~ ~~Age:~~ 56 ~~Director Since:~~ ~~2005~~ ~~Expiration of Current Term:~~ ~~2014~~



~~Mr. Saxelby joined the Company in September 2005 as President and Chief Executive Officer. Previously, he served as Chief Executive Officer~~ Election of Medical Research Laboratories, a manufacturer of defibrillators, prior to its sale to Welch Allyn in 2003, and consulted with certain private equity firms between 2003 and 2005. Prior to joining Medical Research Laboratories, he served as a Corporate Vice President of Allegiance Healthcare from 1996 to 1999, and from 1978 to 1996 he held executive positions at Baxter International and its American Hospital Supply subsidiary.Directors ~~Age:~~ 56 ~~Position:~~ ~~President and Chief Executive Officer~~

~~Michael K. Burke~~
Mr. Burke joined the Company in January 2012 as Senior Vice President and Chief Financial Officer. Previously, he served as Senior Vice President and Chief Financial Officer of Albany International Corp., a global NYSE-listed company involved with advanced textiles and materials processing. Prior to his position at Albany, he was Executive Vice President and Chief Financial Officer of Intermagnetics General Corporation, a NASDAQ-listed company and a leader in the Magnetic Resonance Imaging (MRI) market. Prior to his time at Intermagnetics, he was Executive Vice President and Chief Financial Officer of HbT, Inc.PROXY STATEMENT ~~Age:~~ 53 ~~Position:~~ ~~Senior Vice President and Chief Financial Officer~~

~~R. Craig Yoder~~
Dr. Yoder was elected to his position in February 2001, after serving as the Company’s Vice President of Operations since 1994 and Technology Manager since joining the Company in 1983. Prior to joining the Company, he was a member of the senior technical staff at Pennsylvania Power and Light, and at Battelle Pacific Northwest Laboratory. ~~Age:~~ 60 ~~Position:~~ ~~Senior Vice President–Technology and International Business~~


The Company modified its compensation policies as follows:	•	Amended the Company’s Incentive Compensation Plan and its Executive Special Severance Plan to provide for double-trigger vesting of all future equity grants upon a change in control (making all payments payable under these plans double trigger);
	•	Amended the Company’s Incentive Compensation Plan to provide that upon a termination of employment without cause, annual bonus and stock awards vest on a pro-rata basis based on service through the date of termination and in the case of performance-based awards, based on the lesser of actual performance determined on the last day of the performance period and target;


	•	Clarified the Company’s policy and limited the circumstances under which the Company may make adjustments and amendments to performance measures for outstanding performance awards under the Incentive Plan;
	•	Added a peer group as a supplemental data point to assist with compensation decision-making; and
	•	Clarified and expanded the Company’s anti-hedging policy and adopted an anti-pledging policy.
The Company enhanced its compensation disclosure by adding the following in this CD&A:	•	A discussion regarding the addition of the peer group; and
	•	A table summarizing any adjustments made to annual performance results when determining annual incentive payouts
The Company modified its compensation design as follows:	•	Added two new performance metrics to its long-term incentive awards. In fiscal 2014, Cumulative Operating Cash Flow (“OCF”) was added to focus management on driving debt reduction and improving the balance sheet.
	•	For fiscal 2015 and beyond, Return on Invested Capital (“ROIC”) will be added to focus management on achieving an effective return on invested capital
The Company made the following changes to its governance structure:	•	Adopted majority voting for directors in uncontested elections; and
	•	Initiated the process to declassify the Board and provide for annual elections of directors.

11
Abaxis	ABIOMED	Accuray
Affymetrix	AngioDynamics	Atrion
BioTelemtry	Cardiovascular Systems	CryoLife
Endologix	Exactech	ICU Medical
LDR Holding	Luminex	Meridian Bioscience
Quidel	Natus Medical	Nxstage Medical
Tornier NV	RTI Surgical	Spectranetics
Vascular Solutions


Element	Purpose	Characteristics
Base Salary	Compensate executives for their level of responsibility and sustained individual performance. Also help attract and retain strong talent.	Fixed component with eligibility for annual merit increases based on sustained individual performance.
Annual Non-Equity Incentive Compensation	Promote the achievement of Landauer’s annual financial goals, as well as individual goals.	Performance-based cash opportunity based on Company and individual results as determined by the Compensation Committee as outlined in the “Landauer, Inc. Incentive Compensation ~~Plan” (Available atwww.landauer.com~~).Plan.”
Long-Term Equity Incentive Compensation	Promote the achievement of Landauer’s long-term corporate goals, support executive retention and encourage executive stock ownership.	Performance-based equity and restricted equity grants based upon achievement of strategic priorities and retention with the Company made annually through the “Landauer, Inc. Incentive Compensation ~~Plan” (Available atwww.landauer.com~~).Plan.”
Retirement Plans	Provide an appropriate level of replacement income upon retirement. Also provide an incentive for a long-term career with Landauer, which is a key objective of the Company.	Defined contribution retirement plan with Company match and annual profit sharing eligibility with a supplemental deferred compensation contribution available to certain executives.
Post-Termination Compensation	Facilitate the attraction and retention of high caliber executives in a competitive labor market and provide noncompetition and nonsolicitation covenants for the Company’s protection.	Contingent~~element~~; element; only payable if the executive’s employment is terminated as specified in the arrangements. Amount of severance benefits varies by level in the organization.


ICP Performance Measure	Threshold		Incentive Performance Levels (in $ millions) Target		Maximum
Revenue (weighted 30%)	$	123.2	$	154.0	$	184.8
Net Income (weighted 70%)	$	17.0	$	18.0	$	21.6


Actual Revenue Performance		Payout Ratio
	120% Incentive Revenue ~~& Net Income~~ Achievement ($184.8 million)		200% of target award
	100% Incentive Revenue ~~& Net Income~~ Achievement ($154 million)		100% of target award
	80% Incentive Revenue ~~& Net Income~~ Achievement ($123.2 million)		50% of target award
	<80% Incentive Revenue ~~& Net Income~~ Achievement (<$123.2 million)		0% of target award


Actual Net Income Performance		Payout Ratio
120% Incentive Net Income Achievement ($21.6 million)		200% of target award
100% Incentive Net Income Achievement ($18 million)		100% of target award
94% Incentive Net Income Achievement ($17 million)		50% of target award
<94% Incentive Net Income Achievement		0% of target award


Potential ICA	=	~~(Annual~~ (Annual Salary x Target %) x (Payout Ratio)
Actual ICA	~~Actual ICA~~	=	~~(Potential~~ (Potential ICA x 2/3) + (Potential ICA x 1/3 x % PMO achievement)


Metric	Target Goal ($M)		Adjustments⁽¹⁾		Adjusted 2014 Actual Performance			% of Target Goal Achieved			Payout %			Weighting			Weighted Payout
Revenue	$	154.0	$	0.0	$	153.8			99.85	%		97.5	%		30	%		29.3	%
Net Income	$	18.0	$	0.0	($	28.0	)		0.0	%		0.0	%		70	%		0.0	%
Total																		29.3	%


Performance Metric for Performance Period October 1, 2013 – September 30, 2016		Weighting of Performance Based Grant
Plan Revenue		25%
Plan EBITDA		50%
Cumulative Operating Cash Flows (“OCF”)		25%


	Threshold		Target		Maximum
Achievement Level		80%		100%		120%
Vesting Level		50%		100%		200%


Performance Metric for Performance Period October 1, 2014 – September 30, 2017		Weighting of Performance Based Grant
Return on Invested Capital (“ROIC”)		50%
Plan EBITDA		25%
Cumulative Operating Cash Flows (“OCF”)		25%

Name	Executive Contributions in Last FY⁽¹⁾ ($)	Registrant Contributions in Last FY⁽²⁾ ($)	Aggregate Earnings (Losses) in Last FY ($)	Aggregate Withdrawals / Distributions in Last FY ($)	Aggregate Balance at Last FYE⁽³⁾ ($)
William E. Saxelby⁽⁴⁾	-	43,183	177,816	-	1,519,841
Michael K. Burke	-	19,490	-	-	19,490
R. Craig Yoder	23,604	19,837	13,470	-	139,138
Michael T. Leatherman⁽⁵⁾	-	-	-	-	-
Richard E. Bailey	-	-	1,168	8,584	34,433

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