GOVERNANCE OF THE COMPANY
Board of Directors
Our Board of
Directors has adopted the Sypris Solutions, Inc. Guidelines on Corporate Governance (the Guidelines). The Guidelines provide a framework for the Companys corporate governance initiatives and cover topics including, but not limited
to, Board and committee composition and operations, director compensation, related person transactions and risk management. The Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines on an annual basis and
reporting any recommended changes to the Board. A copy of the Guidelines is available on the Companys website at www.sypris.com.
During 2022, the Board held five regular meetings, the Audit and Finance Committee held four regular meetings and one special meeting, the
Compensation Committee held four regular meetings and one special meeting, and the Nominating and Governance Committee held three meetings. All directors attended 100% of the Board meetings and meetings of the committees of which they are members.
Although the Company does not have a policy regarding attendance by directors at the Companys annual meeting of stockholders, all non-employee directors attended the 2022 Annual Meeting by teleconference
and Jeffrey T. Gill attended in person.
Independence
The Board has determined that John F. Brinkley, Gary L. Convis, William G. Ferko, William L. Healey and Robert Sroka are
independent as defined by Nasdaqs listing standards. Each of our Audit and Finance, Compensation, and Nominating and Governance Committees is composed only of independent directors as identified below under the heading
Committees of the Board of Directors.
In December 2022, the independent directors selected Robert Sroka to serve an
additional consecutive one-year term as Lead Independent Director. Mr. Sroka, as Lead Independent Director, presides over independent sessions of the Board in which only independent directors participate.
Additional information regarding the role of the Lead Independent Director is provided below under the heading Board Leadership and Risk Oversight. Stockholders and other parties interested in communicating directly with the Lead
Independent Director, or with the independent directors as a group, may do so by writing to the Lead Independent Director, c/o Sypris Solutions, Inc. 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222.
Communications with Stockholders
Our
Board welcomes communications from our stockholders. Stockholders may send communications to the Board or to any director in particular, c/o Sypris Solutions, Inc., Corporate Secretary, 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222. The
Secretary will review each stockholder communication. The Secretary will forward to the entire Board (or to members of a Board committee, if the communication relates to a subject matter clearly within the committees area of responsibility)
each communication that (a) relates to the Companys business or governance, (b) is not offensive and is legible in form and reasonably understandable in content, and (c) does not merely relate to a personal grievance against the
Company or a team member or further a personal interest not shared by the other stockholders generally.
Committees of the Board of Directors
During 2022, the Board had three standing committees comprised of entirely independent directors: the Audit and Finance Committee, the
Compensation Committee and the Nominating and Governance Committee.
Audit and Finance Committee
The current members of the Audit and Finance Committee are Gary L. Convis, William G. Ferko, William L. Healey, and Robert Sroka
(Chairman). Each member of the Audit and Finance Committee satisfies
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