Jeffrey T. Gill
About Jeffrey T. Gill
Jeffrey T. Gill, age 69, is Chairman of the Board, President and Chief Executive Officer of Sypris Solutions, Inc. He has served as CEO since 1992 (and again since October 2016 after a brief title change) and as a director since 1983; he holds a BS in Business Administration from the University of Southern California and an MBA from Dartmouth College . As both CEO and Chairman, Gill leads a board structure with a designated Lead Independent Director and fully independent committees; five non-employee directors attended the 2024 annual meeting and all directors attended >85% of Board/committee meetings in 2024 . The Gill family beneficially owns ~39.8% of common stock, with Jeffrey T. Gill directly/indirectly at 29.1%, aligning him closely with equity outcomes but also raising control considerations .
Performance snapshot (3 years):
- Total Shareholder Return (value of $100): 2022 = 135; 2023 = 134; 2024 = 72 .
- Net Income (loss) $000s: 2022 = (2,494); 2023 = (1,596); 2024 = (1,680) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sypris Solutions (and predecessor) | Executive Vice President | 1983–1992 | Senior leadership in predecessor entity; foundation for later CEO role |
| Sypris Solutions (and predecessor) | President & Chief Executive Officer | 1992–Sep 2016 | Led company across multiple cycles |
| Sypris Solutions | Chairman, President & Chief Executive Officer | Oct 2016–present | Combined CEO/Chair role; board uses Lead Independent Director and independent committees for oversight |
External Roles
- No other current public company directorships disclosed in the latest proxy biography for Mr. Gill .
Fixed Compensation
- No annual cash bonus plan for 2024 or 2023; Board did not intend to approve a bonus plan for 2025 as of the proxy date .
- Perquisites included 401(k) match, executive life/disability/long-term care insurance (and related taxes), and a car allowance for Mr. Gill; all other perqs were de minimis .
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 515,000 | — | — | 251,220 | 77,852 | 844,072 |
| 2024 | 520,000 | — | — | 207,075 | 80,804 | 807,879 |
Performance Compensation
- The company emphasized time-based equity (stock options; restricted stock for non-PEO NEOs) over performance-based awards during 2023–2024, citing alignment with transition/expansion goals; equity targets generally benchmarked near the 50th percentile, though 2023–2024 equity grant values were below the 25th percentile of peers .
- Say-on-pay approval was ~98% at the June 2024 annual meeting, and the company maintained its approach in 2024 .
Equity grants (Mr. Gill)
| Grant date | Type | Shares | Exercise price ($/sh) | Vesting | Expiration | Grant-date fair value ($) |
|---|---|---|---|---|---|---|
| 06/18/2020 | Stock option | 300,000 | 0.82 | 100% vested; exercisable | 06/18/2025 | — |
| 04/01/2022 | Stock option | 200,000 | 2.59 | 100% on 3rd anniversary | 03/31/2027 | — |
| 04/01/2023 | Stock option | 200,000 | 1.97 | 100% on 3rd anniversary | 03/31/2028 | — |
| 04/01/2024 | Stock option | 200,000 | 1.65 | 100% on 3rd anniversary | 03/31/2029 | 207,075 |
Pay vs performance indicators
| Year | PEO “Compensation Actually Paid” ($) | TSR (Value of $100) | Net Income ($000s) |
|---|---|---|---|
| 2022 | 617,907 | 135 | (2,494) |
| 2023 | 766,981 | 134 | (1,596) |
| 2024 | 522,194 | 72 | (1,680) |
Equity Ownership & Alignment
- Beneficial ownership: 6,832,185 shares (29.1%); includes 500,000 shares issuable under currently exercisable options, 23,975 shares owned by spouse, and interests via GFP I, LP (Gill family partnership). Current directors and officers as a group (10 persons) owned 48.2% .
- Anti-hedging: Prohibits hedging transactions. Anti-pledging: Pledging requires prior Audit & Finance Committee pre-approval .
| Holder | Beneficial shares | % outstanding | Notes |
|---|---|---|---|
| Jeffrey T. Gill | 6,832,185 | 29.1% | Includes 500,000 shares under currently exercisable options; spouse/partnership holdings as detailed in footnotes |
| Gill family aggregate | 9,350,490 | 39.8% | Family beneficial ownership at Record Date |
Options and vesting cadence (potential selling/exercise pressure)
- 300,000 options at $0.82 expire 06/18/2025 (fully exercisable) .
- 200,000 options (granted 4/1/2022) vested on/around 4/1/2025; 200,000 vest on 4/1/2026; 200,000 vest on 4/1/2027 .
- Policy restricts hedging and requires pre-approval for pledging, limiting some monetization strategies .
Employment Terms
- Executive officers are appointed by the Board and serve at its discretion; no annual cash bonus plan was in place for 2023 or 2024, and none intended for 2025 as of the proxy date .
- Change-in-control (CIC) treatment under the 2020 plan: unvested awards accelerate if not assumed; if assumed/continued, and the executive is terminated without cause within one year, 12 months of additional service credit is applied; as of 12/31/2024, Mr. Gill’s unvested equity would have had ~$26,000 in value upon a CIC, reflecting only in-the-money unvested options .
- “Permitted Holder” definition in the 2025 plan includes Jeffrey and R. Scott Gill and related entities, which can affect whether a transaction constitutes a CIC .
- Plan-level provisions include termination/expiration mechanics for unvested/vested awards (e.g., 30 days after termination for vested options unless otherwise specified) .
Board Governance
- Roles: Combined CEO and Chairman since October 2016; Board maintains Lead Independent Director (Robert Sroka) and three fully independent committees (Audit & Finance; Compensation; Nominating & Governance) .
- Independence and structure: All committees are independent; the Board held 5 regular and 14 special meetings in 2024, with all directors attending >85% of their meetings; Mr. Gill attended the 2024 annual meeting in person .
- Family on the Board: R. Scott Gill (brother) serves as a director, highlighting related-party considerations alongside significant family ownership .
Director Compensation (for Mr. Gill as director)
- Mr. Gill receives no additional compensation for his service as a director; non-employee directors received retainers and equity grants (50,000 RSAs in 2024, vesting after two years) .
Related Party Transactions (Governance red flags)
- Gill Family Capital Management, Inc. (GFCM), controlled by Jeffrey T. Gill and R. Scott Gill, provided secured loans to the company. 2024–2025 amendments increased principal (to $12.0m total authorized; +$3.0m in March 2025), extended maturities (to 2026–2029), and allowed interest deferral (up to 100% through 4/1/2026 for latest tranche). Rate resets annually to the greater of 8% or 5-year Treasury + 500 bps; outstanding principal and accrued interest totaled $12,781,480 as of the 2025 Record Date; total interest paid to date: $4,738,222 .
- Board independence mechanisms (Lead Independent Director; independent committees) and related-person transaction reviews exist, but the magnitude and ongoing nature of insider financing merit monitoring .
Compensation Structure Analysis
- Cash vs equity mix: No annual bonus plan; compensation is salary plus primarily time-based stock options for PEO; this reduces explicit pay-for-performance linkage to financial/TSR metrics in the annual cycle .
- Equity vehicles: Use shifted toward time-based options/RSAs (vs PSUs); committee cited alignment with transition priorities; equity values for 2023–2024 below 25th percentile of peer targets, despite using 50th percentile band framework .
- Shareholder feedback: Say-on-pay support ~98% in 2024, reinforcing acceptance of the simplified, equity-weighted design .
- Clawbacks/ownership guidelines: Not specifically disclosed in the proxy; anti-hedging and anti-pledging policies are in place .
SAY-ON-PAY & Shareholder Feedback
- 2024 say-on-pay approval ~98% .
- Annual say-on-pay frequency recommended and historically conducted annually .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 110,121,000 | 136,223,000 | 140,180,000 [Values retrieved from S&P Global]* |
| EBITDA ($) | 2,890,000 | 3,192,000 | 5,313,000 [Values retrieved from S&P Global]* |
| EBITDA Margin (%) | 2.62% | 2.34% | 3.79% [Values retrieved from S&P Global]* |
Notes: Asterisks indicate values retrieved from S&P Global via GetFinancials without document citations.
Supporting profitability/returns from proxy Pay vs Performance:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (Loss) $000s | (2,494) | (1,596) | (1,680) |
| TSR (Value of $100) | 135 | 134 | 72 |
Investment Implications
- Alignment vs control: Mr. Gill’s 29.1% beneficial stake (family ~39.8%) tightly aligns incentives but concentrates control; combined CEO/Chair role is mitigated by a Lead Independent Director and fully independent committees -.
- Pay-for-performance: Absence of a cash bonus plan and reliance on time-based options reduce explicit linkage to financial/TSR targets; however, options provide upside leverage and “compensation actually paid” fell alongside TSR in 2024, indicating some sensitivity to share performance .
- Liquidity/overhang: Near-term option events (300,000 options expiring 6/18/2025; 200,000 vesting in 2025; further 200,000 in 2026 and 2027) could create exercise/selling dynamics; anti-pledging policy tempers collateralization risk .
- Governance/related-party risk: The sizable, flexible insider financing via GFCM (extensions, increased principal, deferrals) is a key risk flag; investors should monitor terms and dependence on related-party capital, especially amid continuing net losses .
- Shareholder support: Strong say-on-pay approval suggests limited near-term governance pressure, but the lack of performance-conditioned equity (e.g., PSUs) may cap external confidence in pay-for-performance discipline absent sustained profit/TSR improvement .