GOVERNANCE OF THE COMPANY
Board of Directors
Our Board of
Directors has adopted the Sypris Solutions, Inc. Guidelines on Corporate Governance (the Guidelines). The Guidelines provide a framework for the Companys corporate governance initiatives and cover topics including, but not limited
to, Board and committee composition and operation, director compensation and risk management. The Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines on an annual basis, and reporting any recommended
changes to the Board. A copy of the Guidelines is available on the Companys website at www.sypris.com.
During 2018, the Board held
five regular meetings, the Audit and Finance Committee and the Compensation Committee each held four meetings, and the Nominating and Governance Committee held three meetings. All directors attended more than 90% of the Board meetings and meetings
of the committees of which they are members. Although the Company does not have a formal policy regarding attendance by directors at the Companys annual meeting of stockholders, seven of the eight directors attended the 2018 Annual Meeting.
Independence
The Board has
determined that John F. Brinkley, Gary L. Convis, William G. Ferko, William L. Healey, Sidney R. Petersen and Robert Sroka are independent as defined by NASDAQs listing standards. Each of our Audit and Finance, Compensation, and
Nominating and Governance Committees is composed only of independent directors as identified below under the heading Committees of the Board of Directors.
In December 2018, the independent directors selected Robert Sroka to serve an additional
one-year
term
as Lead Independent Director. Mr. Sroka, as Lead Independent Director, presides over periodic independent sessions of the Board in which only independent directors participate. Additional information regarding the role of the Lead Independent
Director is provided below under the heading Board Leadership and Risk Oversight. Stockholders and other parties interested in communicating directly with the Lead Independent Director or with the independent directors as a group, may do
so by writing to the Lead Independent Director, c/o Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222.
Communications
with Stockholders
Our Board welcomes communications from our stockholders. Stockholders may send communications to the Board or to any
director in particular, c/o Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222. Any stockholder correspondence addressed to the Board or to any director in particular, in care of the Company, is forwarded by us to the
addressee.
Committees of the Board of Directors
During 2018, the Board had three standing committees: the Audit and Finance Committee, the Compensation Committee and the Nominating and
Governance Committee. As of the mailing of this Proxy Statement, Class III Director, Gary L. Convis, has provided notice of his retirement effective as of the Annual Meeting. Mr. Convis will continue to serve as a member of the Audit and
Finance Committee and the Compensation Committee until his retirement date.
Audit and Finance Committee
The current members of the Audit and Finance Committee are Gary L. Convis, William L. Healey, Sidney R. Petersen and Robert Sroka (Chairman).
Each member of the Audit and Finance Committee satisfies the additional requirements of the SEC and NASDAQ for audit committee membership, including the heightened
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