William G. Ferko

About William G. Ferko

William G. Ferko, age 70, has served as an independent director of Sypris Solutions since January 2005. He is a private investor, consultant providing senior-level financial advisory services, and a part-time lecturer at the University of Louisville College of Business. His background includes CFO roles at Philips BU Professional Luminaires North America and Genlyte Group, plus senior finance positions at Tenneco and CFO roles at Monroe Auto Equipment Company and Goss Graphic Systems; the Board cites his finance, accounting, audit, and public policy expertise as core credentials for continued service . He is designated an Audit Committee Financial Expert under SEC rules and is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Audit and Finance; Compensation; Nominating and Governance. Chairs are Sroka (Audit), Healey (Compensation), Convis (Nominating), indicating Ferko is a voting member without chair duties .
• Independence: Board determined Ferko is independent per Nasdaq; all three committees comprise only independent directors .
• Audit Committee Financial Expert: Board determined Ferko qualifies under SEC rules .
• Attendance and engagement: In 2024, Board held 5 regular and 14 special meetings; all directors attended >85% of Board and committee meetings; in 2023, all directors attended 100% of Board meetings and >80% of committee meetings .
• Lead Independent Director: Sroka selected for one-year term in Dec 2024 and Dec 2023; independent directors meet in executive sessions ahead of Board meetings, reinforcing oversight .

Fixed Compensation

Notes and structure:

• Directors reimbursed for travel; one meeting required travel in 2024; travel accident insurance provided; no meeting fees disclosed .
• 2025 Omnibus Plan limits annual total compensation to Outside Directors at $200,000 (cash plus aggregate grant date fair value of equity) .

Performance Compensation

• No director options or performance share units disclosed; director equity emphasizes time-based vesting and service continuity rather than performance metrics, and no performance-linked metrics (TSR, EBITDA) are disclosed for directors .

Other Directorships & Interlocks

• No other public company directorships or interlocks for Ferko are disclosed in the proxy biography; no related-party service roles referenced for him beyond Sypris committees .

Expertise & Qualifications

• Finance/accounting/audit specialist with public-company CFO experience; Board explicitly cites these competencies as rationale for continued service .
• Audit Committee Financial Expert designation under SEC rules; satisfies heightened independence and financial literacy requirements for audit committee membership .

Equity Ownership

Additional alignment:

• As of fiscal year-end 2024, Ferko had 50,000 unvested restricted shares outstanding, reflecting ongoing ownership alignment via time-based equity .
• No pledging or hedging by Ferko disclosed; insider trading policy applies to directors and is designed to promote compliance .

Governance Assessment

• Strengths: Independent status; deep financial expertise; designated audit financial expert; full participation in key oversight committees; robust attendance (>85% in 2024; 100% Board in 2023) .
• Compensation alignment: Director pay tilts to equity (significant RSA grants) with modest cash retainer; 2025 plan cap of $200k for outside directors reduces pay inflation risk .
• Consultant independence: Compensation Committee’s use of Pearl Meyer with no conflict-of-interest concerns; tri-annual cadence supports market benchmarking without overreliance .
• RED FLAGS (environmental, not Ferko-specific): High family concentration of ownership (Gill family ~39.8%) and related-party financing via Gill Family Capital Management could pose structural governance risks; however, audit/committee independence and oversight processes are disclosed .
• Shareholder sentiment: 2025 say-on-pay showed strong support; say-on-frequency favored annual votes, aligning with active governance feedback loops .

2025 Annual Meeting Voting Results (context)

Overall, Ferko’s profile signals board effectiveness through independence, audit literacy, and strong attendance, with director compensation skewed toward equity and time-based vesting to preserve alignment, while broader governance risks relate to controlling shareholder dynamics and related-party financing that the independent committees are tasked to oversee .