Richard L. Davis
About Richard L. Davis
Richard L. Davis, age 71, is Senior Vice President, Treasurer and Assistant Secretary of Sypris Solutions (since Nov 1, 2024); he previously served as Vice President & CFO (Oct 12, 2022–Oct 31, 2024), Vice President (Jan 2018–Oct 11, 2022) and Vice President Audit & Compliance (Aug 2015–Dec 2017). He joined Sypris in 1985 after roles at Armor Elevator and Coopers & Lybrand, and holds a BS in Business Administration (Indiana University) and an MBA (University of Louisville); he is a CPA in Kentucky . Over FY 2022–FY 2024, Sypris revenue rose from $110.1M to $140.2M and EBITDA increased from $2.89M to $5.31M*, while cumulative TSR fell from 135 to 72, with net losses narrowing modestly, framing a mixed pay-versus-performance backdrop . Values retrieved from S&P Global*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sypris Solutions | Senior VP, Treasurer & Assistant Secretary | Nov 1, 2024–present | Corporate finance, liquidity, treasury leadership |
| Sypris Solutions | Vice President & Chief Financial Officer | Oct 12, 2022–Oct 31, 2024 | Led finance through margin recovery and capital structure initiatives |
| Sypris Solutions | Vice President | Jan 2018–Oct 11, 2022 | General management and finance support |
| Sypris Solutions | Vice President Audit & Compliance | Aug 2015–Dec 2017 | Strengthened controls, audit and compliance frameworks |
| Sypris Solutions | Various executive roles | 1985–2015 | Progressive leadership across finance/operations |
| Armor Elevator; Coopers & Lybrand | Management roles | pre-1985 | Early career foundation in operations and accounting |
External Roles
No external public company board roles or committee positions for Davis are disclosed in the proxy’s executive officer section .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 297,000 | 305,299 (mid-year +3.0% to $311,060; reduced to $303,060 on Nov 1, 2024 with new role) |
| Target Bonus % | Not applicable; no annual cash bonus plan approved | Not applicable; no annual cash bonus plan approved |
| Actual Bonus Paid ($) | 0 | 0 |
| All Other Compensation ($) | 30,725 | 35,205 |
Notes: Board did not approve annual cash bonus plans for 2023, 2024, and, as of the proxy date, does not intend to approve one for 2025 .
Performance Compensation
Equity Awards – RSUs
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Vesting Date |
|---|---|---|---|---|
| Apr 1, 2024 | 50,000 | 82,500 | 100% cliff vest | Third anniversary (Apr 1, 2027) |
| Apr 1, 2022 | 25,000 | — | 100% cliff vest | Third anniversary (Apr 1, 2025) |
Market value of unvested RSUs as of Dec 31, 2024: $44,500 (25,000 at $1.78) + $89,000 (50,000 at $1.78) = $133,500 .
Equity Awards – Stock Options
| Grant Date | Options (#) | Exercise Price ($/sh) | Vesting | Expiration |
|---|---|---|---|---|
| Apr 1, 2023 | 62,500 | 1.97 | 100% on 3rd anniversary | Mar 31, 2028 |
Program design: 2023–2024 awards favored time-based RSUs and options; no performance-based PSU grants or annual cash incentives were used. Awards are set using market data (Pearl Meyer), targeting bands near the 50th percentile for comparable equity awards, though 2023–2024 equity values were below the 25th percentile given the Company’s view of long-term stock value .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 279,228 shares (1.2% of outstanding) |
| Vested vs Unvested | Unvested RSUs: 75,000 (25k 2022, 50k 2024) |
| Options | 62,500 unexercisable at $1.97, expiring Mar 31, 2028 |
| Change-of-Control (COC) Value | Potential vesting value at 12/31/24: $133,500 (primarily RSUs) |
| Hedging/Pledging | Hedging prohibited; pledging requires Audit & Finance Committee pre-approval |
| Stock Ownership Guidelines | Not disclosed for executives in proxy |
Vesting calendar and potential selling pressure:
- 25,000 RSUs vest Apr 1, 2025 (near-term liquidity event) .
- 50,000 RSUs vest Apr 1, 2027 .
- 62,500 options vest Apr 1, 2026; expire Mar 31, 2028 .
Employment Terms
- Current role: Senior VP, Treasurer & Assistant Secretary (since Nov 1, 2024); previously CFO (Oct 12, 2022–Oct 31, 2024) .
- Plan-level COC treatment (2020 Plan): If awards are assumed/continued/substituted, and employment terminates within one year without cause post-COC, credit 12 months of service toward vesting (double-trigger enhancement); if not assumed, all unvested awards accelerate at COC (single-trigger) .
- No disclosed individual severance multiples, non-compete/non-solicit, or clawback terms for Davis in the proxy; compensation and equity subject to omnibus plan terms .
- Financing execution responsibilities: Davis signed the March 21, 2025 Amended & Restated Promissory Note with Gill Family Capital Management on behalf of Sypris and subsidiaries, evidencing treasury authority .
Compensation Committee & Shareholder Feedback
- Compensation Committee: Independent directors—Gary L. Convis, William G. Ferko, and chair William L. Healey; met eight times in 2024 .
- Consultant: Pearl Meyer historically supports market benchmarking; used periodically, at least tri-annually .
- Say-on-pay: ~98% approval at June 2024 annual meeting; Committee maintained approach with modest equity and no cash bonus program .
Performance & Track Record
Company Operating Performance (Fiscal Years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 110,121,000 | 136,223,000 | 140,180,000 |
| EBITDA ($) | 2,890,000* | 3,192,000* | 5,313,000* |
| Net Income (Loss) ($) | (2,494,000)* | (1,596,000)* | (1,680,000)* |
Values retrieved from S&P Global*. Periods presented oldest to newest.
Pay vs Performance Indicators
- Cumulative TSR (value of initial $100 investment): 135 (2022), 134 (2023), 72 (2024) .
- Net losses: $(2.494)M (2022), $(1.596)M (2023), $(1.680)M (2024) .
Investment Implications
- Pay-for-performance alignment: With no annual bonus plan and time-based equity (RSUs/options), near-term incentives are modest; alignment relies on multi-year vesting and share price appreciation. Equity values were set below market medians, signaling cost discipline but limited immediate upside for executives .
- Selling pressure: A 25,000 RSU tranche vests Apr 1, 2025; watch for potential insider liquidity events around vesting dates; options are currently structured with a three-year cliff and five-year term, delaying potential exercises to 2026–2028 .
- Retention/COC dynamics: Plan-level COC provisions provide accelerated vesting (single-trigger if not assumed; double-trigger enhancement if assumed and terminated), which can mitigate retention risk during M&A but may reduce post-deal lock-in .
- Alignment and governance: Davis’s 1.2% beneficial stake and the company’s anti-hedging/pledging policy support alignment; however, related-party financing with the Gill family persists, with Davis executing treasury documents—maintain governance scrutiny on intercompany loans and independence of oversight .
- Shareholder sentiment: Strong say-on-pay support (~98%) suggests investors accept the conservative pay mix and lack of cash bonuses; continued operating improvement (revenues/EBITDA*) could strengthen future equity realizable values .
Monitor: Insider Form 4 activity around 2025 RSU vest; compensation policy shifts tied to the 2025 Omnibus Plan (e.g., any introduction of performance-based RSUs); and liquidity/capital structure changes linked to the GFCM note amendments .