Anthony C. Allen

About Anthony C. Allen

Anthony C. Allen, age 66, is Vice President and Assistant Treasurer at Sypris Solutions (SYPR) since November 1, 2024. He previously served as Vice President & Treasurer (Oct 12, 2022–Oct 31, 2024) and as Vice President & Chief Financial Officer (Jan 2015–Oct 11, 2022), following earlier finance leadership roles since joining Sypris in 1987; he holds a BS in Business Administration (Eastern Kentucky University), an MBA (Bellarmine University), and is a CPA in Kentucky . The company’s pay-versus-performance disclosures indicate NEO compensation generally tracked cumulative TSR and net income during 2022–2024, with Allen included among non-PEO NEOs in 2022–2023 .

Past Roles

External Roles

Fixed Compensation

• In 2023, base salaries were modestly increased mid-year; Allen’s salary moved to $206,000 effective July 1, 2023 after his October 2022 transition from CFO; no annual cash bonus program is disclosed for NEOs .
• In October 2022, Allen’s annual base salary was reduced to $200,000 concurrent with his move to Treasurer (approx. −31.5%) .

Performance Compensation

• Design features: The 2022–2023 equity awards for NEOs were time-based (restricted stock or options), with no disclosed performance metrics; options and RS vest 100% after three years, aligning retention but reducing pay-for-performance linkage relative to PSUs .
• At 12/29/2023 closing price of $2.03, Allen’s 2019 and 2020 options were in-the-money compared to strikes $0.90 and $0.82, respectively, which can create exercise/selling incentives around expirations .

Equity Ownership & Alignment

• Outstanding RS market values at 12/29/2023: Two tranches of 25,000 each valued at $50,750 based on $2.03 closing price .

Employment Terms

• Change-of-control mechanics: If awards are not assumed, all unvested awards accelerate at change-of-control; if assumed/continued/substituted and employment is terminated without cause within one year, the participant receives 12 months of additional service credit for vesting (double-trigger protection) .
• Option/award termination: Unvested awards terminate at employment end unless otherwise provided; vested awards generally expire by the earlier of the award’s stated expiry or 30 days post-termination (with longer windows for death/disability), subject to Committee rules .
• Individual severance multiples, non-compete, non-solicit, garden leave, clawbacks: Not disclosed in retrieved documents (no executive-specific agreements found).

Performance & Track Record (Company context during Allen’s recent tenure)

• Company commentary indicates “compensation actually paid” levels for the PEO and average non-PEO NEOs are aligned with cumulative TSR and net income across the periods disclosed .
• Allen was included among non-PEO NEOs for pay-versus-performance calculations in 2022–2023 .

Compensation Structure Analysis

• Mix shift: Allen’s equity moved from restricted stock in 2022 to stock options in 2023, increasing at-risk leverage to share price rather than operational metrics (no annual cash incentive disclosed) .
• Committee approach: Equity grants targeted around the 50th percentile using market survey analytics (Pearl Meyer); actual grant values for Allen/Davis/J.T. Gill were below the 25th percentile (RS, 2022) and below the 50th percentile (options, 2023) due to the Company’s view of long-term stock value .
• Grant timing: Typically March/April; Committee states it did not time awards around material nonpublic information in 2024 .

Say-on-Pay & Shareholder Feedback

• Say-on-pay approval ~98% at the May 2023 annual meeting; the Committee maintained its approach in response to strong support .
• Continuing advisory votes and omnibus plan proposals were brought to stockholders in 2025, with standard majority vote thresholds .

Risk Indicators & Red Flags

• Anti-hedging/anti-pledging policy in place; pledging requires pre-approval and is discouraged, lowering misalignment risk .
• Related-party financing: Company maintained a secured promissory note with Gill Family Capital Management (controlled by the CEO and a director), amended multiple times in 2024–2025; total outstanding principal and accrued interest was $12.78 million as of the 2025 record date (rate reset annually, minimum 8%); while not specific to Allen, this is a governance consideration for investors .
• Insider trading policy discloses blackout/timing controls, mitigating MNPI risks around grants and trades .

Equity Awards Detail (12/29/2023 reference)

Investment Implications

• Alignment: Allen’s compensation is predominantly fixed salary plus time-based equity; the absence of disclosed annual performance metrics suggests weaker pay-for-performance linkage, but multi-year vesting and meaningful personal share ownership (2.1%) provide retention and alignment incentives .
• Selling pressure: Historical in-the-money options (2019/2020 tranches vs $2.03 YE-2023 price) could have created exercise/sale incentives near expirations (May 2024; June 2025); monitoring Form 4 filings around these dates is prudent .
• Change-of-control: Plan-level terms offer both single-trigger acceleration (if awards not assumed) and double-trigger vesting credit (if assumed and terminated without cause), balancing retention with monetization risk in corporate events .
• Governance: Strong say-on-pay support (98%) and anti-hedging/pledging policy mitigate some alignment risks; the related-party financing with entities controlled by the CEO/director warrants ongoing scrutiny from governance-focused investors .