R. Scott Gill
About R. Scott Gill
R. Scott Gill, Ph.D., age 66, is a Class I director of Sypris Solutions and has served on the board (and predecessor) since 1983; his current term expires in 2027 . He is the brother of Chairman/CEO Jeffrey T. Gill and has deep company knowledge from prior executive roles; he currently is a partner at Astor & Longwood, LLC and previously lectured at the University of Texas at Austin (2019–2022) . During 2024 the board held 5 regular and 14 special meetings, and all directors attended more than 85% of board and relevant committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sypris Solutions (and predecessor) | Director | 1983–present | Long-tenured board member with in-depth company knowledge |
| Sypris Solutions | Senior Vice President & Secretary | 1997–1998 | Corporate officer oversight; governance experience |
| Sypris predecessor | Vice President & Secretary | 1983–1998 | Corporate officer; governance and administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Astor & Longwood, LLC (Austin, TX) | Partner | Current | Real estate brokerage partner |
| University of Texas at Austin (School of Architecture) | Lecturer | 2019–2022 | Academia/education experience |
| Various Chicago real estate brokerage & development firms | Managing broker/Managing member | 1999–2011 | Real estate operations/management |
| Gill Family Capital Management, Inc. (GFCM) | Co‑President and Secretary | Current | Principal shareholder; counterparty to related-party loans to Sypris |
Board Governance
- Independence: Not independent. The board identifies Convis, Ferko, Healey, and Sroka as independent; the board consists of CEO Jeffrey T. Gill, R. Scott Gill, and four independent directors .
- Committees: Audit & Finance, Compensation, and Nominating & Governance are composed solely of independent directors; Gill is not listed as a member of any standing committee .
- Attendance/Engagement: All directors attended >85% of board and applicable committee meetings in 2024 . Lead Independent Director (Sroka) presided over three executive sessions of independent directors in 2024 .
- Tenure/Term: Director since 1983; Class I term expires in 2027 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 10,000 | Q4’23 retainer paid in arrears in Q1’24 |
| Stock awards | 86,250 | 2,500 fully vested shares (at $2.07 on 1/31/24 and $1.70 on 2/26/24) and 50,000 restricted shares granted post-2024 AGM |
| All other compensation (perqs) | 2,500 | Routine perquisites; each director < $2,500 |
| Total | 98,750 | Sum of components |
Director equity grant details:
| Grant Type | Grant Date | Shares | Vesting | Grant-date FV ($) |
|---|---|---|---|---|
| Common stock (fully vested) | 1/31/2024 | 2,500 | Fully vested on grant | Included in stock awards; valued at $2.07/share |
| Common stock (fully vested) | 2/26/2024 | 2,500 | Fully vested on grant | Included in stock awards; valued at $1.70/share |
| Restricted stock | Post-2024 Annual Meeting | 50,000 | Vests two years from grant (June 6, 2026) | Included in $86,250 stock awards |
Program structure:
- 2023 Directors Program: $10,000 cash retainer and 2,500 shares for Q4’23 service (paid/granted in Q1’24) .
- 2024 Directors Program: 50,000 restricted stock awards to each eligible non-employee director, vesting two years after grant .
Performance Compensation
| Performance Metric | Applied to Director Pay? | Detail |
|---|---|---|
| Any performance-based equity or cash metrics for directors | No | 2024 director awards were time-based restricted stock and fully vested shares; no disclosed performance conditions |
Note: The 2025 Sypris Omnibus Plan permits performance-conditioned awards in the future, but no such metrics were disclosed for 2024 director compensation .
Other Directorships & Interlocks
| Entity | Role | Type | Potential Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships reported in the proxy |
| Gill Family Capital Management, Inc. (GFCM) | Co‑President & Secretary; principal shareholder | Private | GFCM is a related party lender to Sypris (see Related-Party section) |
| GFP I, LP | Limited partner (40.95%) | Private investment partnership | Significant Sypris shareholder; ownership deemed beneficial to Gill via GP role |
Expertise & Qualifications
- Ph.D.; background in business management, real estate operations, and prior Sypris executive roles; the Nominating & Governance Committee cites his experience, in-depth company knowledge, and business management expertise as reasons for continued board service .
- The board’s independent committees and Lead Independent Director structure provide oversight across audit/finance, compensation, and governance matters .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,792,971 | As of April 3, 2025 |
| Ownership (%) | 25.2% | As of April 3, 2025; 22,983,313 shares outstanding |
| Indirect ownership via GFP I, LP | 3,274,666 | Gill is a limited partner (40.95%) and 50% shareholder/officer of the GP (GFCM); beneficial ownership may be deemed via GP |
| Unvested restricted stock (director grant) | 50,000 | Outstanding at 2024 year-end; vests June 6, 2026 |
| Anti-hedging/pledging policy | Prohibitions in place; pledging requires Audit & Finance Committee pre‑approval | Company insider trading policy prohibits hedging and restricts pledging without pre‑approval |
Gill family concentration context:
- Gill family beneficially owned an aggregate of 9,350,490 shares (~39.8% of outstanding) as of the record date .
Related‑Party Transactions (Conflict Risk)
| Date | Counterparty | Instrument/Change | Terms | Balances/Payments |
|---|---|---|---|---|
| Feb 7, 2024 | GFCM (entity controlled by Jeffrey T. Gill and R. Scott Gill) | Amended secured promissory note | Principal increased by $2.5M to $9.0M; maturities extended to 4/1/2025 (tranche), 4/1/2026, balance to 4/1/2027; allowed deferral of up to 60% of interest to 4/1/2025 | |
| Jan 20, 2025 | GFCM | Amendment | Extended all tranche maturities by one year; continued 60% interest deferral to 4/1/2026 | |
| Mar 21, 2025 | GFCM | Amendment | Principal increased by $3.0M; new maturity 4/1/2029; allowed deferral of up to 100% of interest to 4/1/2026 | |
| Ongoing | GFCM | Interest | Quarterly payments; rate reset April 1 annually to greater of 8% or 500 bps above 5‑year Treasury average (prior 90 days) | |
| As of record date | — | Balances | Total interest paid: $4,738,222; total outstanding principal and accrued interest: $12,781,480; no prepayment penalties |
Governance process: Related-person transactions must be disclosed and pre‑approved per Code of Conduct and Audit & Finance Committee oversight processes; 2024 disclosures highlighted the GFCM arrangements .
Governance Assessment
- Independence and committee structure: Gill is not independent and is not a member of any standing committee; committees are composed solely of independent directors, which helps mitigate direct influence over audit, compensation, and governance matters .
- Concentrated control and interlocks (RED FLAG): Family ownership ~39.8% and Gill’s roles with GFCM/GFP I, LP create potential conflicts of interest; insider lending with interest deferrals and maturity extensions elevates related-party exposure and entrenchment risk .
- Change-of-control definitions (entrenchment signal): The 2025 Omnibus Plan defines “Permitted Holder” to include Jeffrey T. Gill and R. Scott Gill, meaning certain transactions involving them may not trigger change-of-control protections for award holders .
- Attendance/engagement: Attendance >85% and active executive sessions under the Lead Independent Director support board process quality .
- Alignment and pay structure: Director compensation is modest and equity-heavy (time-based RS), fostering alignment; however, Gill’s existing 25.2% beneficial ownership already strongly aligns economic interests while potentially amplifying control dynamics .
- Anti‑hedging/pledging policies: Company prohibits hedging and restricts pledging, mitigating misalignment risks; pledging requires Audit & Finance Committee pre‑approval .
- Shareholder sentiment: 2024 say‑on‑pay received ~98% support, indicating investor acceptance of compensation practices; note this pertains to executive pay rather than director pay .
Overall, while independent committee structures and engagement practices are positives, the family control, related‑party financing with favorable deferral terms, and “Permitted Holder” CoC carve‑outs are material governance red flags that can affect investor confidence and perceived board independence .