Curtis S. Petrie
About Curtis S. Petrie
Curtis S. Petrie (age 55) is Vice President of Administration at Sypris Solutions, Inc., appointed September 1, 2024, after serving as Corporate Director leading Information Technology, Human Resources, and Internal Audit; he joined Sypris in 2007. He holds a BS in Electrical Engineering from the University of Kentucky and previously served as CIO at F+W Media and as CIO for Lexmark International’s Asia Pacific Group . Company pay-versus-performance disclosure shows challenging performance trends with cumulative TSR and net losses over 2022–2024, framing a compensation program that emphasized time-based equity rather than performance-linked pay during this period .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 135 | 134 | 72 |
| Net Income (Loss) ($000s) | (2,494) | (1,596) | (1,680) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sypris Solutions, Inc. | Vice President of Administration | Sept 2024–Present | Oversees Administration functions (IT, HR, Internal Audit leadership background) |
| Sypris Solutions, Inc. | Corporate Director, IT, HR & Internal Audit | Oct 2022–Aug 2024 | Led multi-function oversight across IT, HR, and Internal Audit |
| Sypris Solutions, Inc. | Corporate Director, IT & HR | Aug 2019–Sept 2022 | Directed IT and HR functions |
| Sypris Solutions, Inc. | Corporate Director, IT | 2007–2019 | Senior-level IT leadership after joining the company in 2007 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F+W Media, Inc. | Chief Information Officer | 2006–2007 | Enterprise IT leadership in media/e-commerce |
| Lexmark International, Inc., Asia Pacific Group | Chief Information Officer | 2002–2006 | Regional CIO; multiple expatriate assignments |
| Robertson County, Kentucky Board of Education | Board Member | 2000–2002 | Public education governance |
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 255,481 | — | 82,500 | — | 12,389 | 350,370 |
- Base salary was increased by 12% to $280,000 upon his appointment as VP of Administration on September 1, 2024 .
- No annual cash bonus plan was approved for 2024, nor intended for 2025 as of the proxy date .
Performance Compensation
Time-based equity is the primary incentive mechanism; no explicit revenue/EBITDA/TSR performance metrics tied to NEO awards were disclosed for 2024. The Compensation Committee has used time-based RSUs and stock options; peer targeting was below the 25th percentile in 2023–2024 given the Company’s long-term stock value view .
| Award Type | Grant Date | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSU | 04/01/2022 | Time-based | N/A | N/A | N/A | N/A | 100% on 3rd anniversary |
| RSU | 04/01/2024 | Time-based | N/A | N/A | N/A | N/A | 100% on 3rd anniversary |
| Stock Option (NQ) | 04/01/2023 | Time-based | N/A | N/A | N/A | N/A | 100% on 3rd anniversary; 5-year term |
Award specifics and current valuations:
- RSUs: 15,000 (04/01/2022), market value $26,700 at 12/31/2024 using $1.78 close ; 50,000 (04/01/2024), market value $89,000 .
- Options: 37,500 unexercisable at $1.97 strike, expire 03/31/2028 .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 83,925; <1% of outstanding |
| Unvested RSUs | 15,000 (04/01/2022); 50,000 (04/01/2024) |
| Unexercisable Options | 37,500 @ $1.97 expiring 03/31/2028 |
| Anti-Hedging Policy | Hedging transactions prohibited for officers and directors |
| Anti-Pledging Policy | Pledging prohibited without Audit & Finance Committee pre-approval |
Context:
- Shares outstanding at record date: 22,983,313; Gill family beneficial ownership ~39.8% .
- Stock ownership table does not disclose pledging by Petrie; corporate policy restricts pledging without pre-approval .
Employment Terms
| Term | Details |
|---|---|
| Appointment | Vice President of Administration effective Sept 1, 2024 |
| Role Tenure in Company | Joined Sypris in 2007; multiple senior director roles through 2024 |
| Status | Executive officers appointed by the Board; serve at Board’s discretion |
| Annual Bonus Plan | No cash bonus plan for 2024; none intended for 2025 as of proxy date |
| Change-of-Control (2020 Plan/2025 Plan) | If awards not assumed/continued/substituted: full acceleration at Change of Control; if assumed/continued/substituted and employment terminated without cause within 1 year: credit additional 12 months of service for vesting; Committee may cash-out awards; “Permitted Holder” carveout for Gill family |
| Clawback | Not disclosed |
| Non-Compete / Non-Solicit | Not disclosed |
Compensation Committee and Governance Signals
- Compensation Committee: members Gary L. Convis, William G. Ferko, William L. Healey (Chair); eight meetings in 2024; Pearl Meyer engaged historically for benchmarking; no consultant conflict concerns reported for 2024 .
- Say-on-pay: ~98% approval at June 2024 annual meeting .
- Insider trading compliance: Insider trading policy in place; anti-hedging and anti-pledging pre-approval framework .
Investment Implications
- Pay-for-performance linkage is limited: 2023–2024 executive awards were primarily time-based RSUs/options with no disclosed operating or TSR targets; this reduces direct incentive alignment to financial outcomes, though equity retains market exposure .
- Retention and selling pressure: Award cliffs likely create retention through key dates (RSUs vest at three years; options vest at three years with five-year terms). Upcoming vesting milestones (e.g., RSUs granted 04/01/2022 and options granted 04/01/2023) may increase potential selling activity at or after vest dates, subject to trading windows and policy constraints .
- Change-of-control economics: Mixed single/double-trigger design—full acceleration if awards aren’t assumed; if assumed and terminated within one year without cause, added vesting credit. “Permitted Holder” definition (Gill family) may reduce likelihood of acceleration in certain control scenarios, which can lower windfall risk but also constrain takeover optionality .
- Ownership alignment: Petrie’s beneficial ownership is modest (<1%); alignment relies on unvested RSUs/options and corporate anti-hedging/anti-pledging policies rather than large personal stake .
- Shareholder support: Strong say-on-pay (~98%) suggests investor acceptance of overall pay design despite recent negative TSR and net losses, but this could reflect modest pay levels rather than performance stringency; continued monitoring of equity award structures under the 2025 Omnibus Plan (3,000,000 share authorization plus remaining 2020 Plan capacity) is warranted for dilution and incentive quality .
Note: Items such as severance multiples, clawbacks, non-compete terms, stock ownership guidelines, and pledging status for Curtis S. Petrie were not disclosed in the cited documents and are therefore omitted.