The Urgent Need for Change and The Superior Path Forward
LACK OF PROPER DISCLOSURES REGARDING
DIRECTOR RELATIONSHIPS
■
Synalloy failed to disclose director Susan Gayner's relationship to the Company's
largest stockholder at the time of her appointment
At the time Susan Gayner was appointed to the
Board in 2016, Synalloy's largest stockholder
was Markel Corp, a Richmond-based holding
company owning 9% of Synalloy
Name and Address of Beneficial Owner
Markel Corporation
4521 Highwoods Parkway
Glen Allen, VA 23060-3382
PRIVET
FUND
Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
Van Den Berg Management, Inc.
805 Las Cimas Parkway, Suite 430
Austin, TX 78746
Amount
and
UPG
Nature of Percent
Beneficial of
Ownership Class
785,343 9.09
STRONGER TOGETHER
563,233 (1)
533,424
Ms. Gayner is the spouse of Tom Gayner, the Co-CEO of
Markel Corp, but this did not appear anywhere in
Synalloy's proxy statement
6.52
Further, Ms. Gayner is also the CEO of ParkLand Ventures,
which is a company that is wholly owned by Markel's
investment arm, Markel Ventures
(2) 6.17
01. 02. 03. 04. 05.
Meaningful Change is
Required at Synalloy
Name, Age, Principal Occupation, Other Directorships
and Other Information
1. Source: https://www.sec.gov/Archives/edgar/data/95953/000009595316000166/synlproxy-2016xdef14a.htm
Director
Since
Nominee
Susan S. Gayner, age 54
Ms. Gayner was named CEO and President of ParkLand
Ventures, Inc., an owner-operator of multi-family housing
communities in nine states, in May 2014. From October
2010, Ms. Gayner served as the COO of ParkLand, and was
Vice President from May 2009. Ms. Gayner is a chemical
engineer and holds an MAI designation (currently inactive).
Prior to ParkLand, she served as an independent MAI and
held various manufacturing and quality assurance roles with
DuPont Company and Hercules, Inc.
The repeated lack of
disclosures surrounding Ms.
Gayner's relationship with the
Company's large, multi-year
stockholder (located down the
street from Synalloy) is
incredibly alarming
61View entire presentation