Samuel Lyon
About Samuel Lyon
Samuel C. Lyon is President of Union Electric Steel Corporation, Ampco‑Pittsburgh’s forged and cast roll subsidiary, and has served in this role since February 2019; he is 56 years old. Prior to Ampco, Lyon was Vice President and Group President of Performance Engineered Products at Carpenter Technology (July 2017–January 2019) . Company performance over his tenure shows mixed TSR and improving operating profile: company TSR value of an initial $100 investment was $50.20 (2022), $54.60 (2023), and $41.80 (2024) ; revenues were $390.2M (2022), $422.3M (2023), and $418.3M (2024), while EBITDA rose to $31.4M in 2024* .
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carpenter Technology Corporation | VP & Group President, Performance Engineered Products | Jul 2017–Jan 2019 | Led engineered products portfolio prior to joining Ampco |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $440,000 | $460,000 |
| Target Bonus % of Base | 60% | 65% |
| Actual Annual Bonus ($) | $292,791 | $529,130 |
| Stock Awards (Grant-Date Fair Value, $) | $286,555 | $108,608 |
| All Other Compensation ($) | $26,500 | $27,250 |
Performance Compensation
2024 Short-Term Incentive (STI) Design and Outcome
| Component | Metric | Weight | Target | Actual Attainment | Component Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Segment Performance | FCEP Operating Income | 35% | $6.7M target; $10.0M max | Exceeded target | $209,300 | Cash; annual |
| Corporate Performance | Corporate Operating Income | 35% | $7.4M target; $11.0M max | Above target | $140,430 | Cash; annual |
| Corporate FCF | Free cash flow (CFO − Capex) | 30% | $1.6M target; $7.9M max | Max achieved | $179,400 | Cash; annual |
| Total STI | — | 100% | — | — | $529,130 | Cash; annual |
Design notes: Lyon’s STI weights are 35% FCEP, 35% corporate OI, 30% corporate FCF, with payouts interpolated and capped at 200% .
2023 STI Design and Outcome (role-specific)
| Component | Metric | Weight | Target | Actual Attainment | Component Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Segment Performance | FCEP Operating Income | 35% | $7.3M target; $10.0M max | Above target | $101,991 | Cash; annual |
| Corporate EPS | Adjusted EPS | 35% | $0.00 target; $0.24 max | Between target and max | $95,736 | Cash; annual |
| Corporate FCF | Free cash flow | 30% | $(14.9)M target; $(10.2)M max | Between threshold and target | $55,464 | Cash; annual |
| Individual Modifier | Discretionary | ±30% | — | +15% applied to executives (not applied to Lyon’s final total) | $39,600 | Cash; annual |
| Total STI | — | 100% | — | — | $292,791 | Cash; annual |
Long-Term Incentives (LTI)
| Element | 2023 Design | 2024 Design | Notes |
|---|---|---|---|
| RSUs | 28% of LTI for NEOs; 3-year ratable vesting | 33%; 3-year ratable vesting | Fixed $5.50/share used to reduce dilution |
| PSUs – ROIC | 21% (2023–2025) | 34% (2024–2026) | Threshold 50%, target 100%, max 200%; adjusted for M&A/FX/accounting |
| PSUs – rTSR | 31% (2023–2025) | 33% (2024–2026) | Percentile vs peer group; 25th/50th/75th thresholds |
| Price-Based PSUs | 50,000 shares at $10 avg 10-day close (by May 15, 2027) | — | Additional performance-contingent RSUs to incent value creation |
| 2022 PSU Result | Forfeited (below threshold ROIC and rTSR) | — | — |
Grant-date fair values for Lyon: $286,555 (2023) and $108,608 (2024) .
Equity Ownership & Alignment
| Ownership Measure | 2024 (Record 3/28/2024) | 2025 (Record 3/13/2025) |
|---|---|---|
| Beneficial Shares | 113,169 | 126,194 |
| Percent of Class | <1% | <1% |
| Shares Held Directly | 89,094 | 100,891 |
| RSUs Vesting within 60 Days | 19,892 | 21,120 |
| Warrants | 4,183 | 4,183 |
Outstanding awards at fiscal year-end (12/31/2024):
- Unvested RSUs: 42,882 shares; market value $89,623 (at $2.09) .
- Unearned PSUs (assumed threshold): 43,855 shares; payout value $196,157 (at $2.09) .
- RSU vesting schedule includes tranches on 5/5/2025, 5/15/2025–2027 as detailed in award table .
Ownership guidelines and alignment:
- Executive stock ownership guideline: 1x base salary for non-CEO executives; Lyon’s holdings valued at $272,465 (as of 3/6/2024) and $264,764 (as of 3/13/2025) versus salary $440,000–$460,000, indicating progress but below guideline; sales of granted shares restricted until compliance .
- Hedging and pledging prohibited; margin accounts restricted for directors and executive officers .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | President, Union Electric Steel since Feb 2019 |
| Change-in-Control (CIC) | Double-trigger: severance only if terminated without cause or for “good reason” within 24 months post-CIC |
| CIC Economics | Lump sum = 3x (base salary + prior-year bonus); continuation of benefits for 2 years; accelerated vesting of unvested RSUs; option cash-out not applicable (no options in program); excise tax cutback, no gross-ups |
| Clawback | SEC/NYSE-compliant clawback adopted Oct 2, 2023; applies to incentive compensation and may recoup time-based equity in restatement scenarios |
| Non-compete/Other | Not specifically disclosed for Lyon; general insider trading and governance policies apply |
Performance & Track Record
- Operating actions: Ampco accelerated exit from U.K. cast roll operations in Oct 2025; Lyon cited persistent energy cost disadvantages, demand challenges, and imports, and supported the decision to cease operations, contributing to an expected $7–$8M annualized adjusted EBITDA improvement run-rate for the Company .
- Segment performance drivers: FCEP exceeded 2024 operating income target, and corporate FCF achieved maximum, supporting above-target STI payouts in 2024 .
- Compliance note: A late Form 4 for Lyon was reported on March 14, 2023 (one late transaction), along with other insiders, per Section 16(a) disclosure .
- Say‑on‑Pay context: Company reports favorable advisory votes annually historically .
Company Financial Context (for alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $390,189,000 | $422,340,000 | $418,305,000 |
| EBITDA ($) | $25,218,000* | $28,695,000* | $31,416,000* |
| TSR – $100 Investment | $50.20 | $54.60 | $41.80 |
* Values retrieved from S&P Global.
Compensation Structure Analysis
- Increased variable pay: STI weighting emphasizes FCEP operating income and cash generation; 2024 FCF achieved maximum, driving elevated payouts .
- Equity mix: Shifted away from options; balanced RSUs and PSUs with multi‑year vesting and performance hurdles (ROIC, rTSR), reinforcing long-term alignment .
- Dilution controls: Fixed $5.50/share reference price reduces shares granted in low-price environments, limiting dilution but potentially reducing retention value; 2023 price-based PSUs (50,000 shares for Lyon) add upside tied to sustained price recovery .
- Governance protections: Double-trigger CIC, clawback, and hedging/pledging prohibitions mitigate misalignment and excessive risk-taking .
Investment Implications
- Alignment: Strong long-term alignment through PSUs (ROIC and rTSR) and multi-year vesting; cash FCF focus supports deleveraging and liquidity, consistent with recent FCF outperformance .
- Retention risk: Use of $5.50 share reference reduces grant sizes; Lyon’s ownership below 1x salary guideline may delay selling but signals room to increase skin-in-the-game, potentially raising retention sensitivity if market value remains depressed .
- Potential selling pressure: Price-based PSUs vest upon sustained $10 average price threshold; monitor proximity to trigger and subsequent one‑year vest condition for potential supply overhang from executives (50,000 shares for Lyon) .
- Execution watchpoints: FCEP margin execution and capacity right-sizing post-U.K. exit should translate to the $7–$8M adj. EBITDA run-rate uplift; track segment operating income versus incentive targets to gauge future STI outcomes and insider disposition risk .