William L. Healey
About William L. Healey
Independent director of Sypris Solutions since 1997; age 80 as of the 2025 proxy. Former public company CEO with deep electronics manufacturing and operations experience; designated by the Board as an audit committee financial expert. Currently serves as a private investor and business consultant. Independence affirmed under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smartflex Systems (electronics manufacturing) | Chairman of the Board | 1996–1999 | Led board oversight; former CEO indicates strategic/operational depth. |
| Smartflex Systems | President & Chief Executive Officer | 1989–1999 | P&L leadership in electronics manufacturing. |
| Cal Quality Electronics (electronics manufacturing) | President & Chief Executive Officer | 2002–2005 | Executive leadership in EMS sector. |
| Private investor/consultant | Private investor and business consultant | 1999–2002; currently | Ongoing advisory/ownership experience. |
| Silicon Systems | Senior Vice President of Operations | Prior to 1989 | Large-scale operations management. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microsemi Corporation (public) | Director | 2003–May 2018 | Prior public company board service in semiconductors. |
Board Governance
- Independence status: Independent director under Nasdaq; board committees composed solely of independent directors.
- Committee assignments and chair roles:
- Compensation Committee: Chair; met 8 times in 2024; uses Pearl Meyer periodically with no conflicts disclosed.
- Audit and Finance Committee: Member; met 5 times in 2024; designated audit committee financial expert; oversees auditors, internal controls, financing strategy.
- Nominating and Governance Committee: Not listed as a member.
- Engagement and attendance: All directors attended more than 85% of Board and applicable committee meetings in 2024; Board held 5 regular and 14 special meetings.
- Lead Independent Director: Robert Sroka; presided over 3 executive sessions of independent directors in 2024.
- Anti-hedging and anti-pledging: Hedging prohibited; pledging requires Audit and Finance Committee pre-approval.
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Cash retainer | $10,000 | Paid in Q1 2024 for Q4 2023 service per 2023 Directors Compensation Program. |
| All other compensation (perqs) | $2,500 | Routine perquisites (travel, minor benefits). |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Fully vested common stock | Jan 31, 2024 | 2,500 shares | Included within $86,250 aggregate 2024 stock awards | Fully vested at grant; priced at $2.07 per share. |
| Fully vested common stock | Feb 26, 2024 | 2,500 shares | Included within $86,250 aggregate 2024 stock awards | Fully vested at grant; priced at $1.70 per share. |
| Restricted stock (time-based) | 2024 (post Annual Meeting) | 50,000 shares | Included within $86,250 aggregate 2024 stock awards | Vests two years after grant; specifically June 6, 2026. |
| Performance Metrics Applied to Director Equity Awards | Disclosure |
|---|---|
| None disclosed; 2024 director equity grants are time-based (no performance conditions). |
- Directors’ annual compensation structure: 2024 program granted 50,000 RS to eligible non-employee directors for continued service; 2023 program provided $10,000 cash and 2,500 shares for Q4 service (settled Q1 2024).
- Outside director annual cap under proposed 2025 Omnibus Plan: $200,000 total (cash + grant-date fair value).
Other Directorships & Interlocks
| Company | Overlap With SYPR (customer/supplier/competitor) | Notes |
|---|---|---|
| Microsemi Corporation | Not disclosed | Prior semiconductor board; no SYPR-related interlocks disclosed. |
Expertise & Qualifications
- Designated audit committee financial expert; satisfies SEC/Nasdaq audit committee independence and financial literacy requirements.
- Strategic planning and operations expertise from electronics manufacturing CEO and SVP roles.
- Compensation governance experience as current Compensation Committee Chair.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| William L. Healey | 184,668 | <1% (asterisk denotes less than 1%) | Includes shares held by a family trust where he is co-trustee; shared voting/investment power. |
| Unvested restricted stock outstanding (FY2024 year-end) | 50,000 | n/a | 2024 grant; scheduled vesting June 6, 2026. |
| Hedging/Pledging | Prohibited to hedge; pledging requires pre-approval | n/a | Company policy; no pledging by Healey disclosed. |
Governance Assessment
-
Positives
- Longstanding independent director with electronics sector CEO experience enhances compensation and operational oversight; chairing Compensation Committee adds accountability.
- Audit committee financial expert designation and membership strengthen financial reporting oversight.
- Strong engagement: >85% attendance; independent committees; executive sessions chaired by Lead Independent Director.
- Alignment: material equity component in director pay (50,000 RS), anti-hedging/pledging policies.
- Shareholder support signal: 98% say‑on‑pay approval in 2024.
-
Watch items / potential conflicts
- Related‑party financing with Gill Family Capital Management (CEO and director affiliated) creates governance complexity; Healey’s audit/comp roles suggest oversight responsibility but no Healey‑specific related‑party transactions disclosed.
- Concentrated ownership: Gill family beneficially owns ~39.8%, which can reduce minority influence; underscores importance of robust independent committee leadership (including Healey’s roles).
-
Compensation structure considerations
- 2024 director equity is entirely time‑based (no performance conditions), which reduces pay‑for‑performance linkage for directors but maintains retention/ownership alignment; 2025 Plan imposes $200k cap for outside directors.