Gary L. Convis
About Gary L. Convis
Gary L. Convis (age 82) is an independent director of Sypris Solutions, rejoining the Board in July 2020 after prior service from November 2013 to May 2019; he is nominated for a new term ending in 2028. He is Chair of the Nominating & Governance Committee and a member of both the Audit & Finance and Compensation Committees; the Board has designated him an “audit committee financial expert.” His background spans senior operating leadership at Toyota, Dana, and Bloom Energy, with deep manufacturing and automotive expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bloom Energy | Senior Advisor | Nov 2013 – Mar 2021 | Advised scale-up of solid oxide fuel cell operations |
| Bloom Energy | Chief Operations Officer | Jan 2012 – Nov 2013 | Led operations during commercialization phase |
| Dana Holding Corporation | Special Advisor to CEO & President | Jan 2010 – Dec 2011 | Post-restructuring guidance |
| Dana Holding Corporation | Vice Chairman | Jan 2009 – Dec 2009 | Oversight of transformation initiatives |
| Dana Holding Corporation | CEO & President | Apr 2008 – Jan 2009 | Turnaround leadership |
| Toyota Motor Engineering & Manufacturing N.A. | Executive Vice President | 2003 – 2007 | North America manufacturing leadership |
| Toyota Motor Corporation | Managing Officer | May 2003 – Jul 2007 | Global management role |
| NUMMI (Toyota-GM JV) | Start-up team member | From 1984 | Launch of joint venture plant |
| Ford Motor Company | Various leadership roles | 16 years | Manufacturing/operations leadership |
| General Motors | Early career | 3 years | Manufacturing/operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor Manufacturing Kentucky, Inc. | Chairman of the Board | May 2006 – Jul 2007 | Oversaw largest Toyota plant in NA |
| Cooper-Standard Holdings Inc. | Director | 2007 – May 2010 | Automotive supplier governance |
| Dana Holding Corporation | Director | Jan 2008 – Dec 2009 | Board service concurrent with executive roles |
| Achates Power, Inc. | Director | 2007 – Apr 2020 | Advanced engine tech oversight |
| MW Industries, Inc. | Director | Dec 2017 – Feb 2020 | Specialty springs/fasteners oversight |
No current public-company directorships are disclosed for Mr. Convis in the 2025 proxy .
Board Governance
- Independence and Roles: The Board deems Mr. Convis independent under Nasdaq standards; he serves on all three standing committees and chairs Nominating & Governance; the Board has designated him an audit committee financial expert .
- Committee Composition/Activity: All three committees (Audit & Finance, Compensation, Nominating & Governance) are entirely independent; 2024 meetings were: Board (5 regular/14 special), Audit & Finance (4 regular/1 special), Compensation (4 regular/4 special), Nominating & Governance (3 regular). All directors attended >85% of their meetings .
- Executive Sessions/Lead Independent: Independent directors held executive sessions; the Lead Independent Director (Robert Sroka) presided over three such meetings in 2024 .
- Anti-Hedging/Pledging: Hedging is prohibited; pledging requires prior Audit & Finance Committee approval .
- Related-Party Environment: Significant related-party financing with Gill Family Capital Management (controlled by the CEO and another director) was outstanding; no related-party transactions were reported for Convis .
- Ownership Concentration: The Gill family beneficially owned ~39.8% as of the record date, an important governance consideration for minority shareholders .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Meeting/Committee Fees ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 10,000 | — (not disclosed) | 2,500 | 98,750 |
Notes
- The $10,000 reflects the Q4 2023 cash retainer paid in arrears in Q1 2024; directors were also reimbursed for travel expenses .
- “All other compensation” consisted of routine perquisites under $2,500 aggregate .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Terms/Notes |
|---|---|---|---|---|---|
| Restricted Stock | 2024 (post-Annual Meeting) | 50,000 | Included within $86,250 total stock awards | Vests two years after 2024 Annual Meeting (June 6, 2026) | Time-based; no disclosed performance metrics |
| Fully Vested Shares | Jan 31, 2024 or Feb 26, 2024 | 2,500 | Valued at closing price ($2.07 on Jan 31; $1.70 on Feb 26) | Fully vested at grant | Q4’23 service awards paid in Q1’24; date/price per program timing |
- No performance-conditioned (PSU/TSR/EBITDA) director awards were disclosed for 2024; equity is time-based and therefore not tied to explicit performance metrics .
- New 2025 Omnibus Plan caps total annual outside director compensation at $200,000 and prohibits option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to SYPR | Interlock Risk |
|---|---|---|
| None disclosed (current) | N/A | No current public-company interlocks disclosed for Convis |
Expertise & Qualifications
- Audit/Finance: Audit committee financial expert; extensive financial literacy per SEC/Nasdaq standards .
- Operations/Manufacturing: Decades of leadership in automotive and advanced manufacturing at Toyota, Dana, and Bloom Energy .
- Governance: Chairs Nominating & Governance; focuses on board composition and annual governance guideline review .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Notes | Unvested Director RS Outstanding |
|---|---|---|---|---|
| Gary L. Convis | 466,242 | 2.0% | Includes shares held by a family trust where he is co-trustee (shared voting/investment power) | 50,000 (as of FY2024 year-end) |
Policy Notes
- Hedging prohibited; pledging requires pre-approval. The proxy does not disclose any pledges by Convis .
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Governance and serves on all key committees; designated audit committee financial expert—enhances oversight depth .
- High engagement: Board/committee cadence was active in 2024; all directors exceeded 85% attendance; three executive sessions chaired by the Lead Independent Director support independent oversight .
- Pay structure: Director compensation is equity-heavy (2024: $86,250 stock awards vs. $10,000 cash), reinforcing alignment; repricing prohibition in the 2025 plan is shareholder-friendly .
-
Watch Items
- Related-party financing with entities controlled by insiders (CEO and another director) is a structural risk factor for perceived independence of oversight, though no involvement by Convis is disclosed .
- Ownership concentration: Gill family control (~39.8%) may limit minority shareholder influence despite an otherwise independent committee structure .
- Director equity is time-based (no performance hurdles), which may reduce pay-for-performance sensitivity at the board level .
-
Shareholder Feedback
- Say-on-Pay support was ~98% at the June 2024 annual meeting, indicating broad shareholder approval of compensation practices (context for governance environment) .
Additional Context (Company Policies and Structures)
- Anti-hedging/anti-pledging policies in place; pre-approval required for any pledging .
- Lead Independent Director role (Robert Sroka) ensures independent board leadership alongside combined CEO/Chair structure .
- Compensation advisor (Pearl Meyer) historically engaged; no conflict-of-interest concerns identified; used for directors on a tri-annual basis .
Overall, Convis brings deep manufacturing and operational expertise with independent status and broad committee participation. Key governance considerations for investors are the time-based nature of director equity, significant insider-related financing (not involving Convis), and concentrated ownership by the Gill family, which may influence board dynamics despite strong independent committee structures .