Edgar Filing: CORRPRO COMPANIES INC /OH/

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

CORRPRO COMPANIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies: .......

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

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(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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[CORRPRO COMPANIES LOGO]

July 17, 2001

Dear Corrpro Shareholders:

We invite you to attend Corrpro's 2001 annual shareholders' meeting. It
will be held on Thursday, August 16, 2001, at The Medina Country Club, 5588
Wedgewood Road, Medina, Ohio 44256 beginning at 10:00 a.m. eastern daylight
savings time.

Our directors and officers are expected to be available before and after
the meeting to speak with you. During the meeting, we will review the
performance of our business over the past fiscal year and will consider the
matters explained in the formal notice and proxy statement that follows.

Please vote, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the meeting. Your vote is important.

Sincerely,

/s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board, Chief Executive Officer,
and President
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[CORRPRO COMPANIES LOGO]

CORRPRO COMPANIES, INC.

NOTICE OF ANNUAL SHAREHOLDERS' MEETING

TO BE HELD AUGUST 16, 2001
--------------------------------------------------------------------------------

To the Holders of Common Shares of
Corrpro Companies, Inc.:

We will hold the annual shareholders' meeting of Corrpro Companies, Inc. at
The Medina Country Club, 5588 Wedgewood Road, Medina, Ohio 44256, on Thursday,
August 16, 2001, at 10:00 a.m., eastern daylight savings time.

The meeting's purpose is to:

1. Elect four directors; and

2. Consider any other matters which properly come before the meeting and
any adjournments.

Only holders of record of common shares at the close of business on June
18, 2001 are entitled to receive notice of and to vote at the meeting. A list of
the shareholders entitled to vote will be available for examination at the
meeting by any shareholder for any proper purpose related to the meeting.

We have enclosed our fiscal 2001 annual report, which includes our
financial statements, and our proxy statement with this notice of annual
meeting.

To assure your wishes are carried out, please vote, sign and mail the
enclosed proxy as soon as possible. We have enclosed a postage prepaid return
envelope. Your proxy is being solicited on behalf of Corrpro's Board of
Directors.

/s/ Kurt R. Packer
Kurt R. Packer
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer

July 17, 2001

PLEASE VOTE -- YOUR VOTE IS IMPORTANT
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CORRPRO COMPANIES, INC.

PROXY STATEMENT

GENERAL INFORMATION

ANNUAL SHAREHOLDERS' MEETING
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Corrpro's 2001 annual shareholders' meeting will be held on August 16, 2001
beginning at 10:00 a.m., eastern daylight savings time. It will be at The Medina
Country Club, 5588 Wedgewood Road, Medina, Ohio 44256.

RECORD DATE
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Shareholders as of the close of business on June 18, 2001 are entitled to
vote at the meeting. Each share is entitled to one vote. On June 18, 2001, we
had 7,987,180 common shares outstanding.

AGENDA
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The purpose of the meeting is to:

1. Elect four directors; and

2. Consider any other proper business.

PROXIES
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We will follow your voting instructions on the proxy card that you return.
If no instructions are given, we will vote signed proxies FOR the Board's
nominees. The proxy holders will use their discretion on other matters. If a
nominee cannot or will not serve as a director, the proxy holders will vote for
a person whom they believe will carry on our present policies.

PROXIES SOLICITED BY
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Corrpro is soliciting this proxy on behalf of the Corrpro Board of
Directors.

FIRST MAILING DATE
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This proxy statement is being mailed to shareholders on or about July 17,
2001.
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REVOKING YOUR PROXY
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You may revoke your proxy before it is voted at the meeting. To revoke,
follow the procedures listed under "Voting Procedures/Revoking Your Proxy."

FISCAL YEAR
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Our fiscal year is the 12-month period beginning April 1 and ending March
31. Unless otherwise noted, we are presenting information for our fiscal year
that ended March 31, 2001. Fiscal 2001 means our most recently completed fiscal
year, which ended March 31, 2001. Fiscal 2002 means our current fiscal year that
will end March 31, 2002.

PLEASE VOTE -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION.

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TABLE OF CONTENTS

General Information......................................... 1
Proposal One: Election of Directors......................... 3
Board Information........................................... 5
Board Compensation.......................................... 6
Compensation Committee Report on Executive
Compensation(1)........................................... 7
Company Stock Performance(1)................................ 9
Executive Compensation and Other Information................ 10
Section 16(a) Beneficial Ownership Reporting Compliance..... 14
Corrpro Share Ownership..................................... 14
Compensation Committee Interlocks and Insider
Participation............................................. 16
Audit Committee Report(1)................................... 16
Independent Auditors........................................ 17
Voting Procedures/Revoking Your Proxy....................... 17
Proxy Solicitation.......................................... 18
Submission of Shareholder Proposals......................... 18
Other Business.............................................. 19

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(1)The Compensation Committee Report on Executive Compensation, the Company
Stock Performance Graph, and the Audit Committee Report will not be
incorporated by reference into any present or future filings we make with the
SEC, even if those reports incorporate all or any part of this proxy
statement.

PROPOSAL ONE: ELECTION OF DIRECTORS

BOARD STRUCTURE
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The number of directors on the Board is set at seven. One directorship is
vacant at this time as a result of the resignation of Barry W. Schadeck as a
Director, effective February 5, 2001. The directors are divided into two
classes. At each annual meeting, the term of one class expires. Directors in
each class serve for two-year terms.

BOARD NOMINEES WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING:
--------------------------------------------------------------------------------

We will elect four directors this year. We urge you to vote FOR Mr. Rog,
Mr. Kroon, Mr. Lynham and Mr. Restivo as directors for a two-year term ending at
the 2003 annual shareholders' meeting. Each of the nominees has agreed to
continue to serve as a director if elected.

JOSEPH W. ROG
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Mr. Rog has been a director and Corrpro's Chief Executive Officer since our
formation in 1984. He became Chairman of the Board in June 1993 and has been
President since June 1995. Mr. Rog was also Corrpro's President between January
1984 and June 1993. Mr. Rog has over thirty-five years of industry experience in
various technical and management capacities and has broad, first-hand experience
in corrosion analysis and the design and implementation of corrosion control
systems. He graduated from Kent State University with a Bachelor of Science
degree in Geology, and has also completed the Graduate School of Business course
at Stanford University. Age 61.
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DAVID H. KROON
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Mr. Kroon has been a director of Corrpro since 1984, and an Executive Vice
President since April 1993. He is currently our Executive Vice President,
Engineering. He served as Senior Vice President of Corrpro from its formation in
1984 until April 1993. Mr. Kroon has over thirty years of engineering and
consulting experience in the corrosion control market. He is widely published in
water and waste treatment, electrical power, oil and gas, and environmental
journals worldwide. His experience includes management of business, planning,
policies and procedures, and professional development. Mr. Kroon graduated from
Yale University with a Bachelor of Science degree in Chemistry. Age 52.

C. RICHARD LYNHAM
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Mr. Lynham has been a Director of Corrpro since June 1992. Since 1992, he
has been the owner and Chief Executive Officer of Harbor Castings, Inc., an
investment-casting foundry holding company with wholly-owned subsidiaries in
North Canton, Ohio, Piney Flats, Tennessee, and Muskegon, Michigan. From 1984 to
1992, he was Group Vice President, Industrial Ceramics, for Ferro Corporation, a
Fortune 500 manufacturer of specialty industrial products. Mr. Lynham is a
director of Western Reserve Bancorp, Inc. He holds the degrees of Bachelor of
Mechanical Engineering from Cornell University and Master of Business
Administration from Harvard University. Age 59.

NEAL R. RESTIVO
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Neal R. Restivo has been a director since January 29, 2001. He is currently
employed as Vice President, Chief Financial Officer, Secretary and Treasurer at
Grand Eagle Companies, Inc., a motor, transformer and power system repair
services company. From October 1995 to January 2001, Mr. Restivo was employed as
our Chief Financial Officer, Secretary and Treasurer. He was also elected Senior
Vice President in October 1995 and became an Executive Vice President in March
1998. From November 1989 to September 1995, Mr. Restivo was employed by Waxman
Industries, Inc. and held the positions of Senior Vice President, Finance and
Chief Financial Officer. From 1982 to 1989, Mr. Restivo was employed by Arthur
Andersen where he was an Audit Manager beginning in 1988. Mr. Restivo graduated
from Miami University, Ohio with the degree of Bachelor of Science, Accountancy.
Age 41.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.

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CONTINUING DIRECTORS WHOSE
TERMS EXPIRE AT THE 2002 ANNUAL MEETING(2):
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WARREN F. ROGERS
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Dr. Rogers has been a director of Corrpro since July 1996. He has been,
since 1979, President of Warren Rogers Associates, Inc., a Newport, Rhode Island
firm which provides underground storage tank management and consulting services,
including mathematical and statistical modeling. Dr. Rogers also served as a
Vice President of the Center for Naval Analysis in Alexandria, Virginia from
1982 to 1989. He earned a Ph.D. in statistics from Stanford University and has
an M.S. in Operations Research from the U.S. Naval Post-Graduate School. Age 71.

MICHAEL K. BAACH
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Mr. Baach has been a Director of Corrpro since August 2000 and an Executive
Vice President since April 1993. Mr. Baach was our Vice President of Sales and
Marketing from our formation in 1984 until February 1992 when he was elected
Senior Vice President. Mr. Baach has over twenty years of experience in the
corrosion control market and has been responsible for Corrpro's marketing and
sales activities, manufacturing, and international operations. Mr. Baach has
invented several corrosion control systems for which both U.S. and European
patents have been issued. Mr. Baach has conducted numerous corrosion control
training seminars and educational courses sponsored by numerous customers,
federal and state regulatory agencies, and universities. Mr. Baach attended
Cuyahoga Community College and is an active member of the National Association
of Corrosion Engineers. Age 46.

BOARD INFORMATION

BOARD MEETINGS:
--------------------------------------------------------------------------------

In fiscal 2001, the Board held a total of six meetings. Each director
attended at least 75% of all Board and applicable Committee meetings.

BOARD COMMITTEES:
--------------------------------------------------------------------------------

The Board has an Audit Committee and a Compensation Committee, which has a
subcommittee. The Audit Committee's primary function is to assist the Board in
fulfilling its oversight responsibility by reviewing the financial information
which will be provided to shareholders and others, the systems of internal
financial controls that management and the Board have established, and the audit
process. The specific functions and responsibilities of the Audit Committee are
set forth in the Audit Committee Charter, which is set forth in Appendix A of
this Proxy Statement. The Audit Committee reports its activities to the Board

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[2] Our class of directors whose term expires at the 2002 annual meeting
currently has a vacancy as a result of the resignation of Barry W. Schadeck
as a director, effective February 5, 2001. This vacancy may be filled by
vote of the remaining directors. We are currently considering our available
options for recruiting a qualified person to fill this vacancy.
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on a regular basis. The Audit Committee held three meetings in fiscal 2001.
Current Members: Mr. Lynham (Chairperson), Dr. Rogers, and Mr. Restivo.

The Compensation Committee reviews and approves the Chief Executive
Officer's ("CEO") compensation and, upon consultation with the CEO, compensation
for the officers of the Company and its subsidiaries who report directly to the
CEO. It also establishes, amends, and determines awards under executive
compensation plans and programs; oversees selection of and meets with outside
consultants to review the Company's executive compensation programs as
appropriate; and reviews Board responsibilities, recommends the number of
directors, and is authorized to nominate directors and Committee members. The
Compensation Committee, concurrently with its Stock Option Subcommittee, held
two meetings during fiscal 2001. Current Members: Mr. Lynham, Mr. Rog and Dr.
Rogers (Chairperson). Its Stock Option Subcommittee, which administers and
authorizes awards under certain of the Company's compensation plans, is
comprised of Mr. Lynham and Dr. Rogers (Chairperson).

The entire Board elected to exercise its right to nominate the directors
standing for election at the 2001 annual shareholders' meeting. The Compensation
Committee will consider in its discretion Director nominees recommended by
shareholders for election at an annual shareholders' meeting if a written
nomination is received by our corporate secretary not later than 60 days before
the date on which we first mailed our proxy materials for the prior year's
annual shareholders' meeting.

BOARD COMPENSATION

RETAINER AND FEES
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Corrpro pays non-employee directors an annual retainer of $12,000. Corrpro
also pays non-employee directors $1,000 ($1,200 for a Committee chairperson) for
each in-person Board or Committee meeting attended and $350 ($550 for a
Committee chairperson) for each telephonic Board or Committee meeting attended.
Corrpro also reimburses its directors for reasonable out of pocket expenses
incurred in attending Board and Committee meetings.

We recently reviewed our non-employee directors' historic level of
compensation and the compensation levels of directors within the industry and at
other publicly held companies. As a result, we recommended to the Compensation
Committee an increase in our director's cash compensation. The Compensation
Committee expressed its desire to align more closely the compensation of our
outside directors with the performance of the Company and the interests of the
shareholders. The Compensation Committee asked the Company to explore the use of
equity incentives in lieu of increasing the cash retainer to accomplish this
purpose. As a result, on May 17, 2001, the Board approved a one-time grant of
vested stock appreciation rights to non-employee directors then serving on the
Board. The stock appreciation rights entitle each eligible director to be paid
in cash, subject to the applicable terms and conditions of the grant, on or
after May 17, 2006 the amount of appreciation in the fair market value of 10,000
shares of Corrpro stock between May 17, 2001 and May 17, 2006.

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DEFERRED COMPENSATION PLAN
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Eligible directors may elect to defer payment of all or any part of their
compensation under the Deferred Compensation Plan for Outside Directors.
Participating directors elect an investment model which determines the return on
their deferred funds. The investment model can include Corrpro common shares.
Deferred portions are payable in a lump sum, over a period of five years or over
a period of ten years. The director specifies in advance the date on which
payments will begin. Payments may be accelerated if the director dies or becomes
disabled.

OUTSIDE DIRECTORS' STOCK OPTION PLAN
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Under the 1997 Non-employee Directors' Stock Option Plan, Corrpro
automatically grants stock options to purchase 2,500 Corrpro common shares at
fair market value on the date a director is first elected, and, beginning the
next calendar year, on each September 30th on which the individual continues as
a Corrpro director.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

THE COMPENSATION COMMITTEE
--------------------------------------------------------------------------------

Corrpro's Compensation Committee generally exercises the Board's powers in
determining the compensation of Corrpro's executive officers. The Compensation
Committee also administers Corrpro's incentive plans, including, through its
Stock Option Subcommittee, the 1997 Long-Term Incentive Plan. The Stock Option
Subcommittee is comprised only of non-employee directors as defined by the SEC.
Mr. Rog, who is a member of the Compensation Committee, abstains from actions on
his own compensation.

BASE SALARIES
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The Compensation Committee reviews recommendations and sets the base
salaries of the named executive officers each fiscal year. In performing this
review, the Compensation Committee considers the compensation practices of
comparable companies, competitive trends, individual performance, and duties and
responsibilities of the officers.

In establishing Mr. Rog's base salary for fiscal 2001, the Compensation
Committee considered published market data on domestic industrial companies of
similar size. The Compensation Committee believed it was necessary to consider a
broad group of domestic industrial companies of similar size for salary
comparisons since this broad group of companies competes for the talent of the
executive officers.

INCENTIVE COMPENSATION
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Cash Incentives. Corrpro maintains an annual cash incentive bonus program.
Key employees, including the executive officers, can earn cash incentive
bonuses. Incentive bonuses for executive officers are determined based on
performance measures approved by

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the Board and the Compensation Committee and upon management's recommendations.
The performance measures used for fiscal 2001 included Corrpro's consolidated
earnings before taxes and bonus expense, as well as local, regional and business
unit performance objectives. In determining the size of target awards for the
Chief Executive Officer and other executive officers for fiscal 2001, the
Compensation Committee reviewed the performance of each executive relative to
such executive's individual goals. As a result of Corrpro's financial
performance in fiscal 2001, however, no executive officer received a cash
incentive bonus award for fiscal 2001.

Equity Incentives. During fiscal 2001, stock options were granted to
executive officers and key employees. The options were designed to provide
incentives to increase the value of Corrpro's common shares, and to encourage
the executives to remain employed by Corrpro on a long-term basis. The Stock
Option Subcommittee granted these awards to executive officers based upon the
level of the executive's responsibility, performance, and the importance of such
executive's retention. These factors were weighted as deemed appropriate by the
Stock Option Subcommittee.

In fiscal 2001 the Stock Option Subcommittee approved a stock option
surrender program in which our executive officers were eligible to participate.
The Stock Option Subcommittee believed that many of our outstanding stock
options were not achieving the purpose for which they were designed because the
exercise prices were significantly higher than the prevailing fair market value
of the common shares. The Stock Option Subcommittee determined that the
surrender program, which commenced in December 2000, was in the best interests
of Corrpro, the participants and the shareholders and would serve the options'
purpose of increasing shareholder value under current circumstances by helping
to motivate and retain employees. Under the program, eligible participants were
provided the opportunity to surrender voluntarily any or all of their eligible
existing Corrpro stock options (generally those granted prior to fiscal 2001)
and have a like number of new options issued at a date at least six months in
the future at the fair market value of the common shares at that time. The new
options are subject to a new 3-year vesting schedule, regardless of the vested
status of the options surrendered.

Respectfully submitted,

Compensation Committee:
C. Richard Lynham
Joseph W. Rog
Warren F. Rogers

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COMPANY STOCK PERFORMANCE

The graph below compares the cumulative total stockholders return from
investing $100 on March 31, 1996 in Corrpro shares, the S&P 500 Index, and an
index of peer companies. The graph assumes that all dividends, if any, were
reinvested. The peer companies offer a broad range of engineering, environmental
and cost construction services. They include Exponent, Inc., Harding Lawson
Associates Group, Inc. (through June 2000, after which its results are no longer
available), Michael Baker Corp. and, for periods prior to fiscal 1999,
Tanknology Environmental, Inc. Tanknology Environmental, Inc.'s results are no
longer available as of the end of fiscal 1999.

COMPARISON OF CUMULATIVE TOTAL RETURN
MARCH 31, 1996 TO MARCH 31, 2001

CUMULATIVE TOTAL RETURN
--------------------------------------------------------
3/96 3/97 3/98 3/99 3/00 3/01
------ ------ ------ ------ ------ ------

CORRPRO COMPANIES,INC....................................... 100.00 126.23 194.26 186.48 77.87 27.05
S & P 500................................................... 100.00 119.82 177.34 210.07 247.77 194.06
PEER GROUP.................................................. 100.00 100.72 150.87 101.74 130.62 121.95

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF COMPENSATION
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The following table summarizes the compensation we paid our CEO and each of
the four other most highly compensated executive officers for fiscal 2001, 2000,
and 1999.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(3)
----------------------------------------------------------------------------------------------------------

Joseph W. Rog............... 2001 $285,000 $ 0 0 28,000 $8,543
Chairman of the Board, 2000 274,000 0 0 0 7,850
Chief Executive Officer 1999 274,000 165,000 0 25,000 4,004
and President
Michael K. Baach............ 2001 180,000 0 0 17,000 6,690
Executive Vice President, 2000 165,000 0 0 0 6,341
Sales 1999 165,000 80,000 0 10,000 1,425
George A. Gehring, Jr....... 2001 172,000 0 0 17,000 6,865
Executive Vice President, 2000 165,000 0 0 0 6,021
Operations 1999 165,000 120,000 0 10,000 2,538
David H. Kroon.............. 2001 170,000 0 0 17,000 6,120
Executive Vice President, 2000 160,000 0 0 0 4,967
Engineering 1999 160,000 35,000 0 10,000 2,534
Barry W. Schadeck........... 2001 180,000 0 0 17,000 0
Executive Vice President, 2000 165,000 0 0 0 0
Manufacturing and 1999 165,000 120,000 0 10,000 0
President of Corrpro
Canada, Inc.

-------------------------

(3)Amounts represent Company matching contributions under Corrpro's 401(k)
retirement savings plan.

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OPTIONS GRANTED IN LAST FISCAL YEAR

The following table lists our grants during fiscal 2001 of stock options to
the officers named in the Summary Compensation Table. The amounts shown as
potential realizable values rely on arbitrarily assumed increases in value
required by the SEC. The ultimate value of the options depends on actual future
share prices. Market conditions and other factors can influence those future
share values, and the amounts shown below are not intended to forecast future
appreciation of Corrpro shares.

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
----------------------------------------------------------------------------------- ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTION/SARS EMPLOYEES IN PRICE --------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) EXPIRATION DATE 5% ($) 10% ($)
(A) (B) (C) (D) (E) (F) (G)
----------------------------------------------------------------------------------------------------------

Joseph W. Rog......... 28,000(4) 6.7 3.75 May 18, 2010 66,034 167,342
Michael K. Baach...... 17,000(4) 4.0 3.75 May 18, 2010 40,092 101,601
George A. Gehring,
Jr.................. 17,000(4) 4.0 3.75 May 18, 2010 40,092 101,601
David H. Kroon........ 17,000(4) 4.0 3.75 May 18, 2010 40,092 101,601
Barry W. Schadeck..... 17,000(4) 4.0 3.75 May 18, 2010 40,092 101,601

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING OPTIONS OPTIONS AT FISCAL
ACQUIRED VALUE AT FISCAL YEAR-END YEAR-END(5)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------

Joseph W. Rog................ None N/A 45,000 28,000 0 0
Michael K. Baach............. None N/A 18,750 17,000 0 0
George A. Gehring, Jr........ None N/A 15,600 17,000 0 0
David H. Kroon............... None N/A 18,750 17,000 0 0
Barry W. Schadeck............ None N/A 0 17,000 0 0

As described in the Compensation Committee Report on Executive Compensation
above, in fiscal 2001 we initiated a stock option surrender program. Under the
program, eligible participants were provided the opportunity to surrender
voluntarily any or all of their eligible existing Corrpro stock options
(generally those granted prior to fiscal 2001) and have a like number of new
options issued at a date at least six months in the future at the fair market
value of the common shares at that time.

---------------

(4)Nonqualified stock options granted under Corrpro's 1997 Long-Term Incentive
Plan. The options have a term of ten years and become exercisable in equal
annual increments on the first, second, and third anniversaries of the grant
date. The options may also vest upon a change in control as defined either in
the 1997 Long-Term Incentive Plan or the applicable change in control
agreements entered into by Corrpro and the named executive officers.

(5)Based on the fact that the closing price of Corrpro's common shares on March
31, 2001 exceeded the exercise price of the options, none of the outstanding
options were in-the-money.

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In exchange, Corrpro granted new options on June 30, 2001 in an amount
equal to the same number of options surrendered under this program. Participants
who surrendered options had to be in our employ on the date the new options were
granted in order to receive a grant of new options. The new options are subject
to the terms of the applicable option agreement and the provisions of the
Corrpro 1997 Long-Term Incentive Plan.

These new options were granted at an exercise price of $2.55 per share, the
fair market value of our common shares on June 30, 2001. The new options become
exercisable in equal annual increments on the first, second, and third
anniversaries of the grant date. The new options were granted subject to a new
3-year vesting schedule, regardless of the vested status of the options
surrendered.

In December 2000, Messrs. Rog, Baach, Gehring, Kroon, and Schadeck
surrendered, respectively, 206,250, 56,250, 131,250, 46,875, and 91,250
previously granted options. On June 30, 2001, each was granted a like number of
options, subject to a new vesting schedule, at the June 30, 2001 fair market
value of $2.55 per share.

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
--------------------------------------------------------------------------------

Mr. Rog is employed under an employment agreement having a term through
March 31, 2004. Under this agreement, Mr. Rog serves as Corrpro's Chairman of
the Board, Chief Executive Officer and President. The agreement provides for Mr.
Rog to be nominated as a Corrpro director for so long as such agreement remains
in effect.

This employment agreement provides for the payment of Mr. Rog's base salary
and such other compensation as determined by the Board of Directors from time to
time. Other compensation may include bonuses, stock options, and incentive
compensation. Mr. Rog's base salary is subject to annual review.

Mr. Rog may not compete with Corrpro during the term of the agreement and
for as long as Mr. Rog receives retirement income payments from Corrpro. Corrpro
may terminate Mr. Rog's employment for good cause (as defined in the agreement),
in which case the Company will pay Mr. Rog his base salary earned through
termination with no further obligation to him except as required by law. Mr. Rog
has earned the right to receive retirement income with a lifetime survivor
benefit to his spouse in an amount equal to 50% of his base salary, payable
monthly, provided that certain conditions are satisfied.

Corrpro may have to pay severance to Mr. Rog if specified events occur.
These events include termination of his employment at a time when Corrpro is in
breach or termination of the agreement by Corrpro without good cause. In such
cases, Corrpro must pay two years of severance at the rate of his base salary in
effect at the time of termination plus a payment equal to one full year's
participation in any short-term incentive bonus plan at the 100% level. Mr. Rog
also would be entitled to continue any medical or other insurance coverage in
effect at the time of termination until Age 65.

Mr. Rog is eligible for disability benefits. If he becomes disabled while
employed, his salary and other compensation continues for the first ninety days,
offset by amounts paid under other company-sponsored disability plans. If his
disability cannot be reasonably accommodated, the Board may terminate his
employment. In such case, Mr. Rog's current participation in bonus and incentive
plans will not be adversely affected. Mr. Rog also is covered by other company
welfare benefits.

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Corrpro and each of Mr. Baach, Mr. Gehring and Mr. Kroon have signed
employment agreements effective through March 31, 2004 under which each serves
as an Executive Vice President. These agreements provide for the payment of base
salaries, subject to annual adjustment. In general, these agreements provide
severance arrangements similar to those included in the employment agreement
with Mr. Rog described above, except that no retirement income will be paid and
that medical and other insurance coverage shall continue for a period of
twenty-four months rather than to age 65 if the executive is terminated when
specified events occur. Mr. Schadeck's services are provided through one of
Corrpro's Canadian subsidiaries. This subsidiary has engaged Mr. Schadeck under
a management services agreement which provides for base level compensation and
bonuses based on performance. The agreements with the named executive officers
generally restrict the officers from competing for two years following
termination.

We recognize that our executives may be involved from time to time in
evaluating or negotiating offers, proposals, or other transactions that could
result in a change in control of Corrpro and believe that it is in the best
interest of Corrpro and its shareholders for such executives to be in a
position, free from personal financial and employment considerations, to be able
to assess objectively and pursue aggressively our interests and the interests of
our shareholders in making these evaluations and carrying on such negotiations.
Therefore, we have entered into change in control agreements with our named
executive officers. The agreements are intended to provide the executives with
certain benefits and to grant certain protections so that the executives may
more fully focus on enhancing shareholder value and addressing the issues
related to a change in control (as defined in the agreements), and to reward the
executives for the substantial extra effort involved in a change in control.

The change in control agreements provide for severance payments and other
benefits, without duplication of amounts payable under the executive employment
contracts, if certain events occur. Each agreement applies only to the first
change in control to occur.

The type of change in control determines the potential severance benefits.
Upon the occurrence of a hostile change in control, the executive would be
entitled, whether or not employment is terminated, to a lump sum payment equal
to three times current cash compensation, bonus, and certain benefits and a
gross-up for certain excise taxes, if they apply. The executive would also be
entitled to three years of continued welfare benefits. In a friendly change in
control, if the executive is terminated, other than for good cause, or resigns
for good reason, in contemplation of or before the second anniversary of the
friendly change in control, the executive is entitled to, in total, a lump sum
payment equal to two times current cash compensation, bonus, and certain
benefits. The executive would also be entitled to two years of continued welfare
benefits. In the event of a change in control of any type, all of the
executives' outstanding stock options become exercisable. In addition, Corrpro
must set aside sufficient funds, in a trust which satisfies certain tax
requirements, covering potential obligations to Mr. Rog. The following terms are
used in this paragraph, as defined in the change in control agreements: hostile
change in control, welfare benefits, friendly change in control, good cause,
good reason, and in contemplation of.

In addition, to provide further incentives to management to maximize
shareholder value on a continuing basis and to address certain other concerns,
executives can earn a transaction bonus upon a change in control in certain
circumstances. In the event of a friendly change in control, the transaction
bonuses are payable 50% upon completion of a change in control and 50% on the
first anniversary thereof, provided the executive is still a Corrpro employee at
that time.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on a review of reports filed by our directors, executive officers and
beneficial holders of 10% or more of our shares, and upon information provided
by those persons, all SEC stock ownership reports required to be filed by those
reporting persons during fiscal 2001 were timely made, with the exception of a
single transaction on one Form 4. Mr. Schadeck entered into a reportable
transaction at the end of January 2001. Our corporate staff, which coordinates
such filings, inadvertently failed to transmit the applicable Form 4 reporting
the transaction to the SEC until March 2001.

CORRPRO SHARE OWNERSHIP

The following table shows information regarding beneficial ownership of our
common shares as of June 18, 2001, unless otherwise indicated, by each person or
group which is known by us to own beneficially more than 5% of our common
shares, each director and nominee for election as a director, each of the
officers named in the Summary Compensation Table and all directors and executive
officers as a group. All information with respect to beneficial ownership has
been furnished by the respective director, officer or shareholder, as the case
may be. Ownership includes direct and indirect (beneficial) ownership, as
defined by SEC rules. To our knowledge, each person, along with his or her
spouse, has sole voting and investment power over the shares unless otherwise
noted.

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CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------

NUMBER OF
NAME SHARES(1) PERCENT
----------------------------------------------------------------------------------

Michael K. Baach............................................ 103,746 1.3
George A. Gehring, Jr....................................... 20,427 *
David H. Kroon.............................................. 263,336 3.2
C. Richard Lynham........................................... 23,125 *
Neal R. Restivo............................................. 105,915 1.3
Joseph W. Rog............................................... 317,325 3.9
Warren F. Rogers............................................ 28,375 *
Barry W. Schadeck........................................... 0 *
13 Directors and executive officers as a group.............. 892,447 10.9
Dimensional Fund Advisors, Inc. (2)......................... 505,300 6.3
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Royce & Associates, Inc. (2)................................ 835,275 10.5
1414 Avenue of the Americas
New York, New York 10019
Rutabaga Capital Management (2)............................. 485,937 6.1
2 Oliver Street, 2nd Floor
Boston, Massachusetts 02109
Richard M. Osborne (2)...................................... 535,000(3) 6.7
8500 Station Street, Suite 113
Mentor, Ohio 44060 (2)
Wellington Management Co. LLP (2)........................... 574,800(4) 7.2
75 State Street
Boston, Massachusetts 02109

-------------------------

* Less than 1%

(1) The number of shares listed includes shares under currently exercisable
stock options and stock options which may become exercisable within 60 days
following June 18, 2001. The number of such exercisable stock options for
those listed above are: Mr. Baach (18,750 shares); Mr. Gehring (15,600
shares); Mr. Kroon (18,750 shares); Mr. Lynham (21,250 shares); Mr. Restivo
(103,333 shares); Mr. Rog (45,000 shares); and Dr. Rogers (8,125 shares);
and all directors and executive officers as a group (237,475 shares).

(2) Based upon information contained in the following documents as filed with
the SEC:

- Schedule 13G filed by Dimensional Fund Advisors, Inc. on February 2,
2001.

- Amendment to Schedule 13G filed by Royce & Associates on April 5, 2001.

- Amendment to Schedule 13G filed by Rutabaga Capital Management on June
22, 2001.

- Schedule 13D filed by Turkey Vulture Fund XIII Ltd. and the Richard M.
Osborne Trust on May 11, 2001.

- Schedule 13D filed by Wellington Management Co. LLP on February 13, 2001.

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(3) Richard M. Osborne is the sole manager of Turkey Vulture Fund XIII which
owns 150,000 shares and the sole trustee of the Richard M. Osborne Trust
which owns 385,000 shares. As sole manager for the Fund and sole trustee for
the Trust, Mr. Osborne may be deemed to beneficially own 535,000 shares held
by the Fund and the Trust.

(4) Wellington Management Co. LLP reported on its Schedule 13D that it had
shared voting power with respect to 477,200 shares and sole dispositive
power with respect to 574,800 shares.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2001, Joseph W. Rog served as our Chairman of the Board,
Chief Executive Officer, and President and also served on our Compensation
Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Audit Committee") is
comprised of the three directors named below. Each member of the Audit Committee
is an independent director as defined by New York Stock Exchange rules, other
than Mr. Restivo who was appointed to the Audit Committee pursuant to the
override provision of the New York Stock Exchange rules.(6)

The Audit Committee has adopted a written charter which has been approved by the
Board of Directors, and which is set forth in Appendix A of this Proxy
Statement. The Audit Committee has reviewed and discussed Corrpro's audited
financial statements with management, which has primary responsibility for the
financial statements. KPMG LLP ("KPMG"), Corrpro's independent auditors for
2001, is responsible for expressing an opinion on the conformity of Corrpro's
audited financial statements with generally accepted accounting principles.

The Audit Committee has discussed with KPMG the matters that are required
to be discussed by Statement on Auditing Standards No. 61 (Communication With
Audit Committees). KPMG has provided to the Audit Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with KPMG that firm's

---------------

(6)Under the New York Stock Exchange rules, generally a director who was
employed by a listed company may not serve on the Company's Audit Committee
until three years following the termination of his or her employment. A
former executive officer, who is not considered independent due to the
three-year restriction period, may be appointed, under exceptional and
limited circumstances, to the Audit Committee if the company's Board
determines in its business judgment that membership on the committee by the
individual is required by the best interests of the company and its
shareholders.

During calendar year 2000, we experienced two unexpected health-related
vacancies on the Board by directors who also served on the Audit Committee
causing our Audit Committee membership to drop below the required minimum of
three members. None of the other directors met the New York Stock Exchange
requirements to serve on the Audit Committee. Mr. Restivo had served as our
Executive Vice President and Chief Financial Officer and held other executive
officer positions from 1995 until his resignation to pursue other
opportunities in January 2001. He agreed to be nominated to the Board to fill
one of the Board vacancies effective January 29, 2001. Given the facts and
circumstances and the requirements of the New York Stock Exchange and SEC,
the Board determined that Mr. Restivo also should be appointed to the Audit
Committee as being in the best interests of Corrpro and our shareholders.

The factors that the Board considered in making this determination included
Mr. Restivo's credibility, integrity, familiarity with Corrpro and business
and financial acumen, as well as the mix of our inside and outside directors,
our ability to recruit outside independent directors on a timely basis,
strategic alternatives being considered, the impact on our ongoing
relationships with our lenders and the investment community and the
perception of employees.
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independence. The Audit Committee also considered whether KPMG's provision of
non-audit services to Corrpro and its affiliates is compatible with KPMG's
independence. Based on the considerations referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Corrpro's Annual Report on Form 10-K for 2001.

Respectfully submitted,

Audit Committee:
C. Richard Lynham
Neal R. Restivo
Warren F. Rogers

INDEPENDENT AUDITORS

Corrpro is incorporated in Ohio, which does not require approval by
shareholders of the selection of independent auditors. A representative of KPMG
is expected to be present at the annual meeting, will have the opportunity to
make a statement and is expected to be available to respond to appropriate
questions. KPMG acted as independent auditors for Corrpro for fiscal 2001. The
Board of Directors has yet to make a determination as to the independent
auditors who will audit Corrpro's financial statements for fiscal 2002.

Fees paid to KPMG for fiscal 2001 were as follows:

Audit Fees:................................................. $319,700
All Other Fees.............................................. 14,423

VOTING PROCEDURES/REVOKING YOUR PROXY

You may vote by mail or in person at the meeting. To vote by mail, complete
and sign your proxy card -- or your broker's voting instruction card if your
shares are held by your broker -- and return it in the enclosed business-reply
envelope.

To be elected, directors must receive a plurality of the shares present and
voting in person or by proxy, provided a quorum exists. A plurality means
receiving the largest number of votes, regardless of whether that is a majority.
A quorum is present if at least a majority of the outstanding shares on June 18,
2001 (i.e. a majority of 7,987,180 shares) is present in person or by proxy. All
other matters submitted to you at the meeting will be decided by a majority of
the votes cast on the matter, provided a quorum exists, except as otherwise
provided by law or our Articles of Incorporation or Code of Regulations.

Those who fail to return a proxy or attend the meeting will not count
towards determining any required plurality, majority or quorum. Shareholders and
brokers returning proxies or attending the meeting who abstain from voting on a
proposition will count towards determining a quorum for that matter, and their
proxies will not affect determination of a plurality. Those abstentions,
however, will not count towards achievement of a majority.

A proxy statement and proxy card is being sent to participants who own
Corrpro shares through our 401(k) retirement savings plan and our employee stock
purchase plan. The proxy serves as a voting instruction for your plan shares.
For our 401(k) plan, if you do not vote your shares, the plan trustee will vote
them on your behalf. For the employee stock purchase plan, if you do not vote
your shares, they will remain unvoted at the annual meeting.

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The enclosed proxies will be voted in accordance with the instructions you
place on the proxy card. Unless otherwise stated, all shares represented by your
returned, signed proxy will be voted FOR the agenda items noted on the first
page of this proxy statement.

You can change your mind after sending in a proxy, until the meeting, by
following these procedures.

Your proxy may be revoked if you:

- Deliver a signed, written revocation letter, dated later than the proxy,
to Kurt R. Packer, Secretary, at 1090 Enterprise Drive, Medina, Ohio
44256;

- Deliver a signed proxy, dated later than the first one, to Fifth Third
Bank, 38 Fountain Square Plaza 10AT60, Cincinnati, OH 45263; or

- Attend the meeting and vote in person or by proxy.

Attending the meeting alone will not revoke your proxy.

PROXY SOLICITATION

Corrpro will bear the costs of soliciting proxies. In addition to
solicitation by mail, our employees may also solicit proxies for no additional
compensation by telephone, mail or personal interview. We will reimburse banks,
brokers, custodians, nominees and fiduciaries for reasonable expenses they incur
in sending these proxy materials to you if you are a beneficial holder of our
shares.

SUBMISSION OF SHAREHOLDER PROPOSALS

From time to time, shareholders seek to nominate directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at the annual meeting. To be included in the proxy statement or
considered at an annual or any special meeting, you must timely submit, to our
Secretary, nominations of directors or proposals, in addition to meeting other
legal requirements. We must receive proposals to be included in the proxy
statement for the 2002 annual meeting no later than March 12, 2002.

We must receive proposals not to be included in the proxy statement for the
2002 annual meeting no later than May 26, 2002. Our proxy for the 2002 annual
meeting will grant discretionary authority to persons named therein with respect
to any such matter of which we do not receive notice by May 26, 2002.

In addition, Section 3.3 of our Code of Regulations provides generally that
no proposal, resolution, amendment to any proposal or resolution, or nomination,
other than procedural matters relating to the conduct of the meeting, may be
considered at a meeting of our shareholders unless that matter has been set
forth in a proxy or information statement furnished to our shareholders in
connection with the meeting in compliance with the requirements of the
Securities Exchange Act of 1934.

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OTHER BUSINESS

The Board of Directors knows of no other matters for consideration at the
meeting. If any other business should properly arise, the persons appointed in
the enclosed proxy have discretionary authority to vote in accordance with their
best judgment.

A copy of Corrpro's Fiscal 2001 Annual Report on Form 10-K filed with the
SEC is contained within the enclosed annual report. Copies may be obtained by
shareholders, without charge, upon written request to Investor Relations,
Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, OH 44256. You may also
obtain our SEC filings through the Internet at or visit us at our website at
www.corrpro.com.

By order of the Board of Directors.

Kurt R. Packer
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer

PLEASE VOTE -- YOUR VOTE IS IMPORTANT

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APPENDIX A

CORRPRO COMPANIES, INC.
AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors. Its primary
function is to assist the board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the board of
directors have established, and the audit process.

In meeting its responsibilities, the audit committee is expected to:

1. Provide an open avenue of communication between the independent
accountants and the board of directors.

2. Review and update the committee's charter annually.

3. Recommend to the board of directors the independent accountants to be
nominated, review the compensation of the independent accountant, and
review and approve any discharge of the independent accountants.

4. Consider that the outside auditor is ultimately accountable to the
Board of Directors and Audit Committee.

5. Confirm and assure the independence of the independent accountant,
including a review of management consulting services and related fees
provided by the independent accountant.

6. Ensure that the independent accountant submits on a periodic basis to
the audit committee a formal written statement delineating all
relationships between the accountant and the company.

7. Engage in a dialog with the independent accountant with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent accountant and recommending to the
board of directors the appropriate action in response to such report.

8. Inquire of management and the independent accountant about significant
risks or exposures and assess the steps management has taken to
minimize such risk to the company.

9. Consider, in consultation with the independent accountant, the audit
scope and plan of the independent accountant.

10. Consider and review with the independent accountant:

a) The adequacy of the company's internal controls including
computerized information system controls and security.

b) Any related significant findings and recommendations of the
independent accountant together with management's responses thereto.

A-1
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11) Review with management and the independent accountant at the completion
of the annual examination:

a) The company's annual financial statements and related footnotes.

b) The independent accountant's audit of the financial statements and
his or her report thereon.

c) Any significant changes required in the independent accountant's
audit plan.

d) Any serious difficulties or disputes with management encountered
during the course of the audit.

e) Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.

12) Review legal and regulatory matters that may have a material impact on
the financial statements, related company compliance policies, and
programs and reports received from regulators.

13) Meet with the independent accountant and management in separate
executive sessions to discuss any matters that the committee or these
groups believe should be discussed privately with the audit committee.

14) Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.

15) Prepare a letter for inclusion in the annual report that describes the
committee's composition and responsibilities, and how they were
discharged.

16) The audit committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation.

17) The committee shall meet at least two times per year or more frequently
as circumstances require. The committee may ask members of management
or others to attend the meeting and provide pertinent information as
necessary.

18) The committee will perform such other functions as assigned by law, the
company's charter or bylaws, or the board of directors.

The membership of the audit committee shall consist of at least three
independent members of the board of directors who are financially literate. The
members shall serve at the pleasure of the board of directors. Audit committee
members and the committee chairman shall be designated by the full board of
directors.

The duties and responsibilities of a member of the audit committee are in
addition to those duties set out for a member of the board of directors.

(rev 6/01)

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PROXY CORRPRO COMPANIES, INC.
Board of Directors Proxy for Annual Meeting, August 16, 2001

The undersigned, having received the Notice of Meeting and Proxy
Statement, hereby constitutes and appoints Joseph W. Rog, David H. Kroon and
Michael K. Baach, and each of them (with full power of substitution
respectively), true and lawful attorneys and proxies for the undersigned to
attend the Annual Meeting to be held on August 16, 2001, at 10:00 a.m., at The
Medina Country Club, 5588 Wedgewood Rd., Medina, Ohio, and any adjournments
thereof.

The Proxy when properly executed will be voted in the manner directed;
if no direction is made this Proxy will be voted FOR the Director Nominees. In
their discretion, the parties are also authorized to vote upon such other
matters as may properly come before the meeting.

1. Election of Directors, Nominees:

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for the nominees listed below

DAVID H. KROON, C. RICHARD LYNHAM, NEAL R. RESTIVO, JOSEPH W. ROG

(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)

We would appreciate your indicating if you are planning to attend the Annual
Meeting. Your failure to check this box will not prejudice you from attending
the meeting. [ ] ATTEND MEETING

(Continued on the reverse side)

Corrpro Companies, Inc.
c/o Corporate Trust Services
Mail Drop 10AT66-4129
38 Fountain Square Plaza
Cincinnati, OH 45263

(Continued from other side)

You are encouraged to specify your choice by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Director's recommendations. Your shares cannot be voted unless
you sign and return this card.

Dated:

Signature(s)

Signature(s)
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee, or guardian, please give
full title as such.

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