Robert Sroka
About Robert Sroka
Independent director of Sypris Solutions since 1997, age 75, with a career spanning investment banking and private investing . Currently serves as 2025 Lead Independent Director and Chair of the Audit and Finance Committee; designated an SEC “audit committee financial expert” by the Board . All directors, including Sroka, attended more than 85% of Board and committee meetings in 2024, during which the Board held 5 regular and 14 special meetings; Audit and Finance met 5 times; Compensation met 8 times; Nominating and Governance met 3 times . Independence affirmed under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockland Advisory Group | Partner | May 2010 – Feb 2023 | Investment banking advisory |
| Corporate Solutions Group, LLC | Managing Director | Dec 2003 – May 2010 | Investment banking advisory |
| Lighthouse Partners | Managing Partner | Since 1998 | Private investment/consulting |
| J.P. Morgan | Managing Director, Investment Banking – M&A | 1994 – 1998 | Led M&A; prior roles VP – Investment Banking and VP – Corporate Finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy biographies for the past five years . |
Board Governance
- Roles: Chair, Audit & Finance Committee; Member, Nominating & Governance Committee; Lead Independent Director (selected for an additional one-year term in Dec 2024) .
- Financial expertise: Board determined Sroka qualifies as an “audit committee financial expert”; all Audit members meet heightened independence and literacy requirements .
- Attendance: All directors attended >85% of Board and committee meetings in 2024; Lead Independent Director presided over three executive sessions of independents in 2024 ahead of regular Board meetings .
- Communication: Lead Independent Director designated contact; stockholders may write to him directly at the Company address .
Fixed Compensation
| Component | Amount | Period/Grant | Terms/Notes |
|---|---|---|---|
| Cash retainer | $10,000 | Q4 2023 (paid in arrears during 2024) | Under 2023 Directors Compensation Program |
| Fully vested stock | 2,500 shares | Jan 31, 2024 at $2.07; Feb 26, 2024 at $1.70 | Granted for Q4 2023 service; fair value included in 2024 stock awards |
| Restricted stock (RS) | 50,000 shares | 2024 Directors Compensation Program | Vests two years after 2024 Annual Meeting; unvested as of FY-end; in aggregate grant-date fair value $86,250 for each non-employee director |
- Outside Director cap: Under the proposed 2025 Omnibus Plan, maximum total compensation (cash + equity grant-date fair value) for an Outside Director is $200,000 per calendar year for Board/committee service .
Performance Compensation
| Metric Type | Disclosure | Notes |
|---|---|---|
| Director equity performance metrics | None disclosed for 2024 | Director awards were time-based RS; the 2025 Plan permits performance-conditioned awards at the Committee’s discretion . |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No public company boards disclosed; no disclosed interlocks with SYPR competitors, suppliers, or customers . |
Expertise & Qualifications
- Finance and M&A: Decades in investment banking (J.P. Morgan MD, prior VP roles), private investing (Lighthouse Partners), and advisory (Rockland) .
- Audit oversight: Recognized audit committee financial expert; chairs Audit & Finance overseeing auditors, internal controls, debt/credit, and capital structure .
- Governance: Member, Nominating & Governance; Lead Independent Director facilitating executive sessions and conflict checks among independents .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs Unvested |
|---|---|---|---|
| Robert Sroka | 279,238 | 1.2% | Holds 50,000 unvested RS as of FY-end 2024; additional beneficial holdings included in total . |
| Policy context | — | — | Anti-hedging policy; anti-pledging requires Audit Committee pre-approval . |
Governance Assessment
- Strengths:
- Independent status, Lead Independent Director role, and Audit Chair with financial expert designation enhance oversight quality and minority shareholder protections .
- Active committee work and solid attendance record (>85%) indicate engagement; three independent executive sessions in 2024 support robust independent deliberation .
- Risks and red flags (monitor):
- Related-party financing: Significant loans from Gill Family Capital Management (insider-controlled) with amended terms and deferrals; outstanding principal + accrued interest $12,781,480; rate reset annually (≥8% or 500 bps over 5-year Treasury) . As Audit Chair, Sroka’s oversight of these transactions is critical to investor confidence and fair dealing.
- Insider control: Gill family beneficially owns ~39.8% of common stock, raising potential entrenchment and conflict risks; continued vigilance by independents required .
- Change-of-control equity acceleration: Both the 2020 and proposed 2025 Plans include accelerated vesting if awards are not assumed; while common, investors should note potential alignment implications for directors .
- Shareholder sentiment: 2024 say-on-pay approval ~98%, indicating broad investor support for compensation approach (primarily relevant to executives but signals general governance acceptance) .
Board Governance Details
| Item | 2024 Detail | Implication |
|---|---|---|
| Meetings | Board: 5 regular, 14 special; Audit: 5; Compensation: 8; Nominating: 3 | High cadence; >85% attendance across directors . |
| Executive sessions | 3 sessions of independents chaired by LID | Reinforces independent oversight and conflict checks . |
| Committee independence | All three committees comprised solely of independent directors | Structural safeguards around audit/comp/governance . |
Director Compensation Summary (2024)
| Name | Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Robert Sroka | 10,000 | 86,250 | 2,500 | 98,750 |
- Composition: 2,500 fully vested shares granted for Q4 2023 service and 50,000 RS granted post-2024 Annual Meeting, vesting June 6, 2026 .
Employment & Contracts
- Director equity under company plans: Unvested equity accelerates on change-of-control if awards are not assumed; if assumed and a termination without cause occurs within one year post-transaction, an extra 12 months of service credit applies for vesting .
- Repricing prohibition: No option/SAR repricing without shareholder approval under the 2025 Plan .
Compensation Committee Analysis
- Composition: Independent directors; chaired by William L. Healey; members Gary L. Convis and William G. Ferko .
- Consultant: Pearl Meyer used historically for benchmarking; no conflicts identified in 2024 based on questionnaires; tri-annual usage planned; not engaged for director comp in FY 2024 .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2024 | ~98% | Advisory vote for executive compensation; committee maintained approach . |
Related Party Transactions (Context for Audit Oversight)
| Counterparty | Nature | Key Terms | Outstanding/Payments |
|---|---|---|---|
| Gill Family Capital Management, Inc. | Secured promissory notes to Company | Principal increased and maturities extended through various amendments in 2024–2025; interest payable quarterly; rate reset annually at ≥8% or 500 bps over 5y Treasury avg . | Interest paid $4,738,222; total outstanding principal + accrued interest $12,781,480 as of record date . |
RED FLAGS
- High insider ownership and related-party financing require rigorous independent oversight; Sroka’s Audit Chair/LID roles are pivotal mitigants but warrant ongoing monitoring by investors .
- Equity acceleration on change-of-control for directors can weaken long-term alignment if not structured with performance gates; current director RS are time-based .
Overall, Sroka’s long-tenured, finance-heavy background, audit leadership, and designated independence provide governance strengths; the primary investor confidence risk arises from Gill family control and financing arrangements, making the effectiveness of Audit/Nominating committees and executive sessions critical .