The Urgent Need for Change and The Superior Path Forward
EVEN THOUGH HE'S UNQUALIFIED AND HAS FAILED
TO CREATE VALUE, THE BOARD STILL REWARDS
HIM
Despite over $26 million in cumulative cash losses from poor inventory management,
Mr. Bram's incentive compensation metrics specifically exclude these losses
$ in millions
Summary of 2018 Key Compensation Decisions
Also, the Committee approved the calculation of the same performance metric that has been utilized since the 2016
Incentive Plan and is used to calculate certain components of both the short-term cash and long-term equity incentives.
Consistent with prior years incentive plans, the 2019 Incentive Plan defined the "Performance Metric" as Adjusted I
I
EBITDA before incentives and excluding inventory gains and losses, metal price change gains and losses, inventory I
cost adjustments, aged inventory adjustments, and manufacturing variances.
$0.7
$1.1
$0.7
mbal
$0.5
$21.8
$0.3
$11.9
$2.1
$7.1
2011 A
PRIVET
FUND
Craig Bram's Annual Compensation vs.
Annual Adjusted EBITDA
$0.7
$11.0
2012A
UPG
STRONGER TOGETHER
$10.0
2013A 2014A 2015A
Annual Compensation
$1.0
$1.4
$12.5
$34.1
$1.1
1. Note: 2011 Compensation excludes $1.1 million in stock option awards
Source: Company filings
$13.5
2016A 2017A 2018A 2019A
Annual Adj. EBITDA
01. 02. 03. 04. 05.
Meaningful Change is
Required at Synalloy
!
I $4.1 million in
Incentive
Compensation!
-26.2 million in
Cumulative
Inventory
Pricing Loss!
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