Code of Conduct
We have a corporate responsibility and compliance program which includes a written code of conduct. We require all employees, including all
officers and senior level executives, to adhere to our code of conduct in addressing the legal and ethical issues encountered in conducting their work. The code of conduct requires each of our employees to avoid conflicts of interest, comply with
all laws and other legal requirements, conduct business in an honest, fair and ethical manner and otherwise act with integrity. Employees are required to report any conduct they believe to be an actual violation of the code of conduct or other
Company policies and procedures. The code of conduct details the procedures for confidential and anonymous reporting by employees and emphasizes our policy of non-retaliation. Our code of conduct can be found
on our corporate website at www.sypris.com. We intend to post amendments to or waivers from our code of conduct (to the extent applicable to our principal executive officer, principal financial officer, principal accounting officer or controller) on
our website.
Transactions with Related Persons
The Companys code of conduct requires all directors, executive officers and other employees of the Company to disclose and seek prior
approval, generally from their supervisor, of any transaction with a related person. The Companys directors, including the Chairman, President and Chief Executive Officer, must report any potential conflict of interest to the Audit and Finance
Committee in accordance with the Guidelines and the Audit and Finance Committee Charter. The other executive officers must report any potential conflict of interest to the President and Chief Executive Officer. The Audit and Finance Committee, in
its discretion, may approve, ratify or reject the transaction or refer the transaction to the full Board or other appropriate committee of the Board. In addition, the Company requires each director, director nominee and executive officer to disclose
any transactions involving related parties, or other potential conflicts of interest, in an annual written questionnaire. For 2021, with the exception of the information reported below, no related person transactions (as defined in Item 404(a) of
Regulation S-K) were reported or otherwise discovered by the Company.
We have described below
certain transactions that involve directors and executive officers of the Company and their affiliates, which were reported and reviewed following the procedures described above.
On March 12, 2015, the Company issued a subordinated promissory note (as amended, the Note) to Gill Family Capital
Management, Inc. (Gill Family Capital) in the principal amount of $4,000,000. Mr. Jeffrey T. Gill and Mr. R. Scott Gill are the principal shareholders of Gill Family Capital, and serve as its
Co-Presidents and Treasurer and Secretary, respectively. The principal amount of the Note and the proceeds received in connection therewith have each been increased twice from the original amount of
$4,000,000, by an additional $1,500,000 on June 11, 2015, and by an additional $1,000,000 on February 26, 2016. The Promissory Note was amended and restated on December 29, 2021, which further extended the maturity date for $2,500,000
of the obligation from April 1, 2022 to April 1, 2023 and extended the allowance for up to an 18-month deferral of payment for up to 60% of the interest due on the note maturing in April of 2023. All
other terms of the promissory note, as amended, remain in place.
As of the record date, the total interest paid under the Note was
$3,489,807 and the total outstanding principal and accrued interest was $6,608,333. Interest paid on the Note in 2021 was $699,273, which included the payment of $173,496 related to deferred interest due for 2020. During the first quarter of 2020,
the Company provided notice to Gill Family Capital of its intention to elect to defer the specified portion of the interest payments due beginning on April 6, 2020. All accrued but unpaid interest was paid on January 4, 2021. The Note
contains no pre-payment penalties.
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