United States
Securities and Exchange Commission
Washington, D. C. 20549
SCHEDULE 14A INFORMATION 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No.__)
 
Filed by the Registrant (x)☒
Filed by a Party other than the Registrant ( )☐
Check the appropriate box: 
( )☐     Preliminary Proxy Statement
( )☐     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 (x)☒     Definitive Proxy Statement
 ( )☐     Definitive Additional Materials
 ( )☐     Soliciting Material Under Rule 14a-12 


SYNALLOY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(x)☒ No fee required
(  )☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1.Title of each class of securities to which transaction applies: _____
2.Aggregate number of securities to which transaction applies: _____
3.Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4.Proposed maximum aggregate value of transaction: _____
5.Total fee paid:
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2.     Aggregate number of securities to which transaction applies: _____
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☐ Fee paid previously with preliminary materials.
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SYNALLOY CORPORATION
4510 COX ROAD, SUITE 2011400 16th Street, Suite 270
RICHMOND, VA 23060
NOTICE OF ANNUAL MEETINGOak Brook, Illinois 60523
May 16, 2019

TO THE SHAREHOLDERS OF April 27, 2022

Dear Fellow Stockholder:
You are cordially invited to virtually attend our Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) on June 6, 2022, which will be held in a virtual meeting format only via live audio webcast. Included with this letter are the notice of annual meeting of stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting, and a proxy card. You may also find electronic copies of these documents online at www.proxyvote.com.

Regardless of whether you plan to attend our virtual Annual Meeting, it is important that your voice be heard. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual annual meeting at www.virtualshareholdermeeting.com/SYNL2022 and voting online. Full instructions are contained in the proxy statement and in the enclosed proxy card.

Sincerely,



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SYNALLOY CORPORATION
1400 16th Street, Suite 270
Oak Brook, Illinois 60523

Notice is hereby given that theof 2022 Annual Meeting of Shareholders
The 2022 Annual Meeting of Shareholders (2022 Annual Meeting) of Synalloy Corporation a Delaware corporation (the "Company"),(Company) will be helda virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/SYNL2022 on Thursday, May 16, 2019Monday, June 6, 2022, at 10:9:00 a.m. ET. This virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SYNL2019, where you will be able to listen to the meeting live, submit questions and vote online.Eastern Time. To access this website and enter the meeting, you must have your control number available. There will

Matters to be no physical locationvoted on at the 2022 Annual Meeting are as follows:
1.Election of the five director nominees named in this Proxy Statement.
2.Approval, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay).
3.Approval of the 2022 Omnibus Equity Incentive Plan
4.Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for shareholders to attend.the fiscal year ending December 31, 2022.
The following important matters will be5.Consideration of other business properly presented for your consideration.at the meeting.
1.Election of eight nominees listed in the Proxy Statement to the Company's Board of Directors to hold office until the 2020 Annual Meeting of Shareholders or until their successors are elected and qualified;
2.Approval, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay);
3.Ratification of the Audit Committee's selection of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and
4.Transaction of such other business as may properly be brought before the meeting and any adjournment or adjustments thereof.

All of the above matters are more fully described in the accompanying Proxy Statement.
Only
We are providing our proxy materials to our shareholders electronically again this year unless they previously requested to receive hard copies. Therefore, most of our shareholders will only receive a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access the proxy materials electronically and to vote. Electronic delivery allows the Company to provide you with the information you need for the 2022 Annual Meeting while reducing costs. Shareholders can request a paper copy of the proxy materials by following the instructions included on the Notice. Proxy materials will be made available to shareholders electronically on or around April 27, 2022 or mailed on or around the same date to those shareholders who have previously requested printed materials.

Record Date: You can attend the meeting online at www.virtualshareholdermeeting.com/SYNL2022 and vote if you were a shareholder of record at the close of business on March 20, 2019 areApril 14, 2022.

Proxy Voting: Each share of Synalloy common stock is entitled to notice ofone vote on each matter properly brought before the meeting. Please vote by proxy as soon as possible. Your vote is very important to us, and we want your shares to votebe represented at the meeting.

Dated April 27, 2022

By order of the Board of Directors
smcsigniturea03.jpg
Sally M. Cunninghamtackettsignaturea.jpg
Doug Tackett, Corporate Secretary


Richmond, Virginia
April 2, 2019

Synalloy Corporation’s Notice of Annual Meeting, 2022 Proxy Statement, 2021 Summary Annual Report and
Please vote your proxy promptly, whether or not you plan to attend the virtual Annual Meeting.
The 20182021 Annual Report on Form 10-K is furnished herewith.are available on our website at investors.synalloy.com/proxy.




SYNALLOY CORPORATION
20192022 Proxy Statement
Table of Contents

Page
1
5
6
7
Compensation DiscussionBoard of Directors and AnalysisCommittees
158
Corporate Governance
11
Executive Officers
14
Related Party Transactions
17
3118
19
Proposal 4 - Ratification of the Appointment of Our Independent Registered Public Accounting Firm
3327
A-1
















SYNALLOY CORPORATION
4510 COX ROAD, SUITE 201
RICHMOND, VA 23060
PROXY STATEMENT 
ANNUAL MEETING OF SHAREHOLDERS
May 16, 2019June 6, 2022
The 20182021 Annual Report to Shareholders, including our 20182021 Form 10-K, is being made available to shareholders together with these proxy materials on or about April 2, 2019.27, 2022.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING
When and where will the Annual Meeting be held?
The Annual Meeting of Shareholders of Synalloy Corporation (the "Company") will be held as a virtual meeting and webcast live over the Internet. Please go to www.virtualshareholdermeeting.com/SYNL2019SYNL2022 for instructions on how to attend and participate in the Annual Meeting.Any shareholder may attend and listen live to the webcast of the Annual Meeting.Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:9:00 a.m. ET on Thursday, May 16, 2019.Monday, June 6, 2022. We encourage you to access the meeting prior to the start time.
Who is soliciting my proxy?
Our Board is soliciting your proxy to vote on all matters scheduled to come before the 20192022 Annual Meeting of Shareholders, whether or not you attend the virtual meeting. By completing and returning the proxy card or voting instruction card, or by transmitting your voting instructions via the Internet, you are authorizing the proxy holders to vote your shares at our Annual Meeting as you have instructed.
On what matters will I be voting? How does the Board recommend that I cast my vote?
At the Annual Meeting, you will be asked to: (1) elect the eightfive director nominees listed in this Proxy Statement; (2) approve, on a non-binding advisory basis, the compensation of our named executive officers; (3) approve the 2022 Omnibus Equity Incentive Plan; and (4) ratify the appointment of our independent registered public accounting firm.
Our Board unanimously recommends that you vote:
FOR all eightfive of the director nominees listed in this Proxy Statement;
FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay);
FOR the approval of the 2022 Omnibus Equity Incentive Plan; and
FOR the ratification of the appointment of KPMG,BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2022.
How many votes may I cast?
You may cast one vote for every share of our Common Stock that you owned on March 20, 2019,April 14, 2022, the record date, except you have the right to cumulate your votes in regards tofor the election of directors. For more information, see "What is cumulative voting?" below.
What is cumulative voting?
You have the right to cumulate your votes either (i) by giving to one candidate as many votes as equal the number of shares owned by you multiplied by the number of directors to be elected, or (ii) by distributing your votes on the same principle among any number of candidates.
How many shares are eligible to be voted?
On March 20, 2019April 14, 2022, the record date, the Company had 8,930,34010,223,498 shares of Common Stock outstanding and eligible to be voted at the Annual Meeting (excluding 1,369,660861,605 shares held in treasury).


How many shares must be present to hold the Annual Meeting?
Under Delaware law and our Bylaws, the presence, in person (virtually) or by proxy, of the holders of a majority of the issued and outstanding shares of our Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner (as defined below) of shares of our Common Stock and you do not instruct your bank, broker, or other holder of record how to vote your shares (so-called "broker non-votes"“broker non-votes”) on any of the
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proposals, your shares may still be counted as present at the Annual Meeting for purposes of determining whether a quorum exists since your bank, broker or other holder of record has discretionary authority to vote on Proposal 3.4. In addition, shares held by shareholders of record who are present at the Annual Meeting in person or by proxy will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting his shares on any of the proposals.
If a quorum is present at the Annual Meeting, with respect to Proposal 1 - "ElectionElection of Directors"Directors, directors will be elected by a pluralitymajority of the shares present and eligible to vote at the Annual Meeting. Abstentions and broker non-votes will have the effect of votes against the election of directors. As described in greater detail in the "Proposal 1 - Election of Directors" section of this Proxy Statement, our Board of Directors has adopted a director resignation policy that applies to the election of directors. Under this policy, any nominee who does not receive an affirmative vote of a majority of the votes cast by shares present in personis required to tender his or by proxy and entitledher resignation to vote at the meeting. "Plurality" means that, if there were more nominees than positions to be filled,Board of Directors. Consequently, the individuals who received the largest number of votes cast for directors would be elected, whether or not they receivedabstentions and broker non-votes with respect to a majority of votes cast. Votes that are withheld or shares that are not voted in the election of directorsnominee will have no effect on the outcome of the election of directors.whether our director resignation policy will apply to that individual.
Approval for Proposal 2 - "Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers",Officers, Proposal 3 – Approval of 2022 Omnibus Equity Incentive Plan, Proposal 4 - "RatificationRatification of the Appointment of Our Independent Registered Public Accounting Firm",Firm, and all other matters which may be considered and acted upon by the holders of Common Stock at the Annual Meeting will be approved if a majority of the shares present and eligible to vote at the meeting are voted in favor of the proposals. Abstentions and broker non-votes will have the effect of votes against these proposals.
If a quorum is not present or represented at the meeting, the shareholders entitled to vote who are present in person or represented by proxy havechairman of the Annual Meeting has the power to adjourn the meeting. If the meeting is to be reconvened within 30 days, no notice of the reconvened meeting will be given other than an announcement at the adjourned meeting. If the meeting is to be adjourned for 30 days or more, or if a new record date is fixed for the adjourned meeting, notice of the reconvened meeting will be given as provided in the Bylaws. At any reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
Who pays for soliciting proxies?
We pay all expenses incurred in connection with the solicitation of proxies for the Annual Meeting. In addition to solicitations by mail, our directors, officers, and employees, without additional remuneration, may solicit proxies personally or by telephone, other electronic means or mail and we reserve the right to retain outside agencies for the purpose of soliciting proxies. Banks, brokers or other holders of record will be requested to forward proxy soliciting material to the beneficial owners, and as required by law, we will reimburse them for their related out-of-pocket expenses in this regard.expenses.
How do I vote?
Shareholders of Record
Shareholders of record can vote in person (virtually) at the Annual Meeting or by proxy. Shareholders of record may also vote their proxy by mail, by telephone or by Internet following the instructions on the proxy card.
Beneficial Shareholders
If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the nominee that you must follow in order for your shares to be voted. YourWithout your direction, your broker is not permitted to vote your shares on the election of directors, or thenon-binding advisory vote on the compensation of our named executive officers, but does haveor the Approval of 2022 Omnibus Equity Incentive Plan. Your broker has discretionary authority to vote your shares on ratification of the appointment of KPMG,BDO USA, LLP. Therefore, if your shares are held in the name of a broker, to be sure your shares are voted, please instruct your broker as to how you wish it to vote.If your shares are not registered in your own name and you wish to vote your shares in person (virtually) at the Annual Meeting, you should contact your broker or agent to obtain a proxy card from your broker and bring it to the Annual Meeting in order to vote. You may vote your shares by Internet, by mail or by telephone as further described below.
Participants in the Synalloy Corporation 401(k)/ESOP Plan
If you are a participant in the Synalloy Corporation 401(k) Plan/Employee Stock Ownership Plan (the "401(k)/ESOP Plan")(401(k) Plan) and you own shares of our Common Stock through the 401(k)/ESOP Plan, the proxy card sent to you will also serve as your voting instruction card to the 401(k)/ESOP Plan trustee, who actually votes the shares of our Common Stock that you own through the 401(k)/ESOP Plan. Plan on your behalf. If you do not provide voting instructions for these shares to the trustee by 5:00 p.m EST, April 27, 2019p.m. ET, June 2, 2022 (the "planplan cut-off date")date), as directed by the terms of the 401(k)/ESOP Plan, the Company, in its capacity as the 401(k)/ESOP Plan


administrator, will instruct the trustee to vote thoseyour 401(k)/ESOP Plan shares "FOR" all the director nominees named in this Proxy Statement and "FOR" all other proposals.
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Voting Methods
You can vote your proxy by any of the methods below:
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. ESTET the day before the meeting date, or the plan cut-off dateby 5:00 p.m. ET on June 2, 2022, for 401(k)/ESOP Plan participants. HavePlease have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. ESTET the day before the meeting date or the plan cut-off dateuntil 5:00 p.m. ET on June 2, 2022, for 401(k)/ESOP Plan participants. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Only the latest dated proxy received from you, whether submitted by Internet, mail or telephone, will be voted at the Annual Meeting. If you vote by Internet or telephone, please do not mail your proxy card. You may also vote in person (virtually) at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
The rules of the Securities and Exchange Commission allow us to provide our proxy materials to our stockholders over the Internet if they have not requested that printed materials be provided to them on an ongoing basis. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders who have not previously requested that printed materials be provided to them on an ongoing basis. Instructions on how to access our proxy materials over the Internet or to request a printed copy by mail may be found in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
If you have previously elected to receive printed materials and would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
What happens if I do not vote for a proposal? What is a broker non-vote?
If you properly execute and return a proxy or voting instruction card, your shares will be voted as you specify. If you are a shareholder of record and you return an executed proxy card but make no specifications on your proxy card, your shares will be voted in accordance with the recommendations of our Board, as provided above. If any other matters properly come before the Annual Meeting, the persons named as proxies by the Board of Directors will vote upon such matters according to their judgment.
If you hold your shares through a bank, broker or other nominee, and you return a broker voting instruction card but do not indicate how you want your broker to vote, your broker has discretionary authority to vote on Proposal 3,4, but a broker non-vote will occur as to Proposals 1, 2, and 2. 3.A broker "non-vote"“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner and either (i) does not have discretionary voting power for that particular proposal, or (ii) chooses not to vote the shares. Brokers do not have discretionary voting power to vote on Proposals 1, 2, and 2.3.
Can I revoke or change my vote after I deliver my proxy?
Yes. You can revoke your proxy at any time before it is voted by providing notice in writing to our Corporate Secretary at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060;270, Oak Brook, Illinois 60523; by delivering a valid proxy bearing a later date to the Company’s office at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060,270, Oak Brook, Illinois 60523, prior to the meeting; or by attending the virtual meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute revocation of a proxy. Shareholders who hold their shares in street name with a broker or other nominee may change or revoke their proxy instructions by submitting new voting instructions to the broker or other nominee.
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I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
Some banks, brokers and other holders of record are "householding" our proxy statements and annual reports for their customers. This means that only one copy of our proxy materials may have been sent to multiple shareholders in your household. If you prefer to receive separate copies of a proxy statement or annual report, either now or in the future, please call us at 804-822-3260, or send your request in writing to the following address: Corporate Secretary of Synalloy Corporation, 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060.270, Oak Brook, Illinois 60523. If you are still receiving multiple reports and proxy statements for shareholders who share an address and would prefer to receive a single copy of the annual report and proxy statement in the future, please contact us at the above address or telephone number. If you are a beneficial holder, you should contact your bank, broker or other holder of record.

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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 16, 2019JUNE 6, 2022
The Company's 20182021 Annual Report to Shareholders, 20182021 Annual Report on Form 10-K and 20192022 Proxy Statement are available via the Internet at http://investor.synalloy.com.
ANNUAL REPORT ON FORM 10-K
The Company's 2021 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 20182021, as filed with the Securities and Exchange Commission ("SEC"), accompanies this Proxy Statement. Copies of exhibits to the 20182021 Annual Report on Form 10-K will be provided upon written request to the Corporate Secretary, Synalloy Corporation, 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060, at a charge270, Oak Brook, Illinois 60523, free of $0.10 per page.charge. Copies of the 20182021 Annual Report on Form 10-K and exhibits may also be downloaded at no cost from the SEC's website at http://www.sec.gov. The 20182021 Annual Report on Form 10-K does not form any part of the material for soliciting proxies.

BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT (5%) OF THE COMPANY’S COMMON STOCK
The table below provides certain information regarding persons known by the Company to be the beneficial owners of more than five percent (5%) of the Company’s Common Stock as of December 31, 2018.2021. This information has been obtained from Forms 4, Schedules 13D, and 13G, and related amendments, filed with the SEC, and has not been independently verified by the Company.
Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Total
Privet Fund LP
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305		1,846,643 (1)18.1%
UPG Enterprises, LLC
1400 16th Street #250
Oak Brook, IL 60523		783,998 (2)7.7%
180 Degree Capital Corp
7 N. Willow Street, Suite 4B
Montclair, NJ 07042		573,327 (3)5.6%
(1) Based on the Schedule 13D/A filed with the SEC on December 23, 2021, Privet Fund LP has shared voting power with shared dispositive power with respect to 1,846,643 shares referenced above.
(2) Based on the Schedule 13D/A filed with the SEC on July 2, 2020, UPG Enterprises, LLC has sole voting power with sole dispositive power with respect to 723,401 shares referenced above.
(3) Based on the Schedule 13G filed with the SEC on February 14, 2022, 180 Degree Capital Corp. (“180”), an investment advisor registered with the SEC under the Investment Act of 1940, has shared voting power with shared dispositive power with respect to 573,327 shares referenced above. According to such filing, 180 disclaims beneficial ownership of 200,021 of these shares that are beneficially owned by a separately managed account (“SMA”). 180 has shared dispositive and voting power over these shares through its position as Investment Manager of the SMA.

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Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Total
Privet Fund LP
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
1,241,070
 14.00%
Royce & Associates, LP
745 Fifth Avenue
New York, NY 10151
927,949
(1), (2)10.46%
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
525,915
(1), (3)5.90%
Van Den Berg Management I, Inc.
805 Las Cimas Parkway, Suite 430
Austin, TX 78746
468,519
(1), (4)5.28%
Dimensional Fund Advisors, LP
Building One
6300 Bee Cave Road
Austin, TX 78746
461,865
(1), (5)5.21%
(1) The beneficial owner has reported sole voting power and sole investment power with respect to such shares.
(2) Royce & Associates, LP is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
(3) Blackrock, Inc. is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
(4) Van Den Berg Management I, Inc. is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
(5) Dimensional Fund Advisors, LP is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the ownership of the Company’s Common Stock as of March 20, 2019April 14, 2022, by each current director and nominee for director, each current executive officer of the Company for whom compensation information is disclosed under the heading "Discussion of Executive Compensation", and for the directors, nominees for director and executive officers of the Company as a group.
 

Name of Beneficial Owner
Common Stock Beneficially OwnedPercent of Total
Henry L. Guy68,430 (1)*
J. Greg Gibson71,557 (2)*
John P. Schauerman74,548 *
Aldo J. Mazzaferro1,200 *
Aaron M. Tam23,792 *
Timothy J. Lynch16,319 *
Sally M. Cunningham31,623 (3)*
Benjamin Rosenzweig51,773 *
Christopher G. Hutter989,574 (4)9.68%
All Directors, Nominees and Executive Officers as a group (7 persons)1,241,234 (5)11.99%
*Less than 1%
(1) Includes 606 shares held in custodial accounts for minor children; and 7,889 shares held in a revocable trust.
(2) Includes 7,076 shares allocated under the Company’s 401(k)/ESOP Plan; 1,896 shares held in an IRA; and 17,490 shares which are subject to currently exercisable options.
(3) Includes 5,736 shares held in an IRA; and 12,000 shares which are subject to currently exercisable options.
(4) Includes 783,998 shares held by UPG Enterprises, LLC, of which Mr. Hutter has shared voting power and shared dispositive power.
(5) Includes 7,076 shares allocated under the Company’s 401(k)/ESOP Plan; and 29,490 shares which are subject to currently exercisable options. The beneficial owners have a right to acquire such shares within 60 days of April 14, 2022.

6
 

Name of Beneficial Owner
Common Stock Beneficially OwnedPercent of Total
Craig C. Bram257,503
(1)2.88%
Murray H. Wright130,938
(2)1.47%
J. Kyle Pennington59,255
(3)*
Dennis M. Loughran49,740
 *
Henry L. Guy47,677
(4)*
James W. Terry, Jr.34,739
(5)*
J. Greg Gibson30,949
(6)*
Susan S. Gayner25,292
 *
Anthony A. Callander18,950
 *
Amy J. Michtich18,488
 *
All Directors, Nominees and Executive Officers as a group (15 persons)734,937
(7)8.23%
*Less than 1%
(1) Includes 15,509 shares held in an IRA; 32,763 shares held by his spouse; 3,150 shares allocated under the Company’s 401(k)/ESOP Plan; and 1,015 shares which are subject to currently exercisable options.
(2) Includes indirect ownership of 40,000 shares held in an IRA; 5,810 shares held by his spouse; and 83,513 shares held in a revocable trust.
(3) Includes 5,675 shares allocated under the Company’s 401(k)/ESOP Plan; and 10,063 shares which are subject to currently exercisable options.
(4) Includes 548 shares held in custodial accounts for minor children; and 5,400 shares held in a revocable trust.
(5) Includes 19,000 shares held in an IRA; and 3,450 shares held in a revocable trust.
(6) Includes 1,896 shares held in an IRA; 7,076 shares held under the Company's 401(k)/ESOP; and 5,071 shares which are subject to currently exercisable options.
(7) Includes 17,751 shares allocated under the Company’s 401(k)/ESOP Plan; and 16,149 shares which are subject to currently exercisable options. The beneficial owners have a right to acquire such shares within 60 days of March 20, 2019.



PROPOSAL 1 - ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three nor more than 15 individuals. Upon recommendation of the Corporate Governance Committee and discussion by the current Board of Directors, the Board of Directors has fixed the number of directors constituting the full Board at eightfive members and recommends that the eightfive nominees listed in the table whichthat follows be elected as directors to serve for a term of one year until the next Annual Meeting or until their successors are elected and qualified to serve. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected.
If cumulative voting is not requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement will vote the proxies received by them "FOR" the election of the eightfive persons named as directors. If cumulative voting is requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement intend to vote the proxies received by them cumulatively for some or all of the nominees in such manner as may be determined at the time by such proxy agents.
If, at the time of the Annual Meeting of Shareholders, or any adjournment(s) thereof, one or more of the nominees is not available to serve by reason of any unforeseen contingency, the proxy agents intend to vote for such substitute nominee(s) as the Board of Directors recommends, or the Board of Directors will reduce the number of directors.
Vote Required
Directors will be elected by a pluralitymajority of the shares present and eligible to vote at the Annual Meeting. Abstentions and broker non-votes will have the effect of votes against the election of directors.
Director Resignation Policy: Our Bylaws provide that any nominee for director who duly holds office as a director under the Bylaws and does not receive an affirmative vote of a majority of the votes cast. Votes that are withheldcast shall promptly tender his or shares that areher resignation to the Board of Directors after such election. The Board of Directors will evaluate the relevant facts and circumstances and then determine whether to accept or reject the tendered resignation. Any director who tenders a resignation pursuant to this policy shall not votedparticipate in the Board of Directors’ decision. The Board of Directors will have no effect on the outcome of the election of directors.promptly disclose publicly its decision and decision-making process regarding a tendered resignation.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE EIGHTFIVE NOMINEES LISTED IN THE FOLLOWING TABLE AS DIRECTORS OF THE COMPANY.
The following table sets forth the names of nominees for director, their ages, the years in which they were first elected or appointed directors, ifas applicable, and a brief description of their principal occupations and business experience during the last five years. There are no family relationships among any of the directors and executive officers.
Name, Age, Principal Occupation, Other Directorships and Other Information
Director

Since
Craig C. Bram, age 60
Mr. Bram became President & Chief Executive Officer ("CEO") and a director of Synalloy on January 24, 2011. From 2004 until 2010, he served as a director of the Company. He was the founder and has been President of Horizon Capital Management, Inc., an investment advisory firm located in Richmond, VA since 1995.
2004
Anthony A. Callander, age 72
Mr. Callander is the Upstate Managing Director of The Hobbs Group, a certified public accounting ("CPA") firm in Columbia, SC. He retired from Ernst & Young, LLP in 2008 after 36 years in its Columbia, SC, Greenville, SC and Atlanta, GA offices. He served as a Partner in the firm's audit and assurance practice and in various other roles including Office Managing Partner of the Columbia and Greenville offices, and leading the Southeast manufacturing industry group.
2012
Susan S. Gayner, age 58
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 Chief Operating Officer of ParkLand, and was Vice President from May 2009. Ms. Gayner is a chemical engineer and holds a 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.
2016
Henry L. Guy, age 5054
Mr. Guy is the President & CEO of Modern Holdings Incorporated, ("Modern Holdings"), a diversified holding company located in Summit, NJ.He has served on a variety ofthe board of directors includingof Metro International S.A. (MTRO), Scribona AB (CATB), Pergo AB (PERG), Miltope Corporation (MILT) and Evermore Global Advisors (EVGBX). Mr. Guy joined Modern Holdings in 2002 and has ledmanaged investments in over 30 subsidiaries. Mr. Guy graduated from the United States Naval Academy with a Bachelor of Science degree in Economics and earned his M.B.A. with a concentration in Operations and Strategy from Vanderbilt University.
2011
Christopher G. Hutter, age 42
Mr. Hutter became interim President & Chief Executive Officer (CEO) of Synalloy on November 9, 2020 (the interim designation was removed on March 18, 2022).. He also currently serves as Co-Founder and Manager of UPG Enterprises, LLC (f/k/a Union Partners, LLC), an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logistics, since its founding in August 2014. At UPG Enterprises, Mr. Hutter oversees operations and growth initiatives at the holding company and portfolio company level, and has extensive experience in large scale acquisitions, transaction structuring and business operations and integration across a broad spectrum of industries. Mr. Hutter graduated cum laude from University of Illinois with a Bachelor of Science degree in Finance and earned his M.B.A.in Finance from Lewis University.
2020
Benjamin Rosenzweig, age 37
Mr. Rosenzweig currently serves as a Partner at Privet Fund Management LLC, an investment firm focused on event-driven, value-oriented investments in small capitalization companies. Mr. Rosenzweig currently serves as a director of each of Bed Bath and Beyond (NASDAQ: BBBY), an omnichannel retailer (since March 2022), Potbelly Corporation (NASDAQ: PBPB), a restaurant chain (since April 2018), PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider (since May 2013), and Hardinge Inc. (formerly NASDAQ: HDNG), a global designer, manufacturer and distributor of machine tools (since October 2015). Mr. Rosenzweig graduated magna cum laude from Emory University with a Bachelor of Business Administration degree in Finance and a second major in Economics.
2020

7


Name, Age, Principal Occupation, Other Directorships and Other Information
Director

Since
Jeffrey KaczkaJohn P. Schauerman, age 5965
Mr. KaczkaSchauerman has more than 25 yearsbeen a Director of experiencePrimoris Services Corporation (“Primoris”) (NASDAQ: PRIM) since November 15, 2016. He previously served in financial management for both publicnumerous executive roles at Primoris, including Executive Vice President of Corporate Development, Chief Financial Officer. Mr. Schauerman previously served on the Board of Directors of MYR Group (NASDAQ: MYRG); Harmony Merger Corp. (NASDAQ: HRMNU): Allegro Merger Corp (NASDAQ: ALGR); and large private companies. From April 2011Wedbush Securities, Inc. Mr. Schauerman is a member of the Dean’s Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an M.B.A. in Finance from Columbia University, New York, and a B.S. in Electrical Engineering from the University of California, Los Angeles.  
2020
Aldo J. Mazzaferro, age 68
Mr. Mazzaferro serves as the Managing Partner and Director of Research at Mazzaferro Research, LLC, a steel industry research boutique firm, which he founded in October 2017. Prior to July 2015,this, he served as Executive Vice Presidentthe Senior Steel & Metals Research Analyst and Chief Financial Officer for MSC Industrial Direct (NYSE: MSM), a large distributor of metalworking and maintenance, repair, and operations products. From 2008 to 2009, he was the Chief Financial Officer, International, of Genworth Financial,Managing Director during his tenure at Macquarie Capital (USA) Inc., an investment banking company, from 2011 to September 2017. Mr. Mazzaferro is on the board of directors of Arctic Canadian Diamond Company, Ltd, a financial services company. From 2001 to 2007, Mr. Kaczka served as Senior Vice President and Chief Financial Officer of Owens & Minor, Inc. (NYSE: OMI), a Fortune 500privately-held Canadian mining company and leading distributor of medical and surgicalthat supplies premium rough diamond assortments to the acute care market. Prior to joining Owens & Minor, Mr. Kaczka held chief financial officer positions at Allied Worldwide, Inc. and I-Net, Inc. Mr. Kaczka began his career at General Electric,global markets, where he spent 14 years, moving through its Financial Management Program, Corporate Audit Staffchairs the audit committee. Mr. Mazzaferro is a CFA charterholder. He earned his BA in English from Holy Cross College and financial positionsan MBA in several GE operations.

Finance from Northeastern University 
nominee
Amy J. Michtich, age 50
Ms. Michtich has been employed by Molson Coors Brewing Company since 2015. Most recently she served as the Chief Supply Chain Officer of Molson Coors Canada, leading the supply network optimization strategy for Canada's oldest brewer. From 2007 to 2015, she was employed by MillerCoors as Vice President - Brewery Operations, located in Rockingham County, VA. Prior to 2007, Ms. Michtich held executive and operations leadership positions across various consumer package goods companies including PepsiCo, The Clorox Company and Unilever.
2014
James W. Terry, Jr., age 71
In March 2018, Mr. Terry was named Director of Strategic Investments for Hollingsworth Funds, Inc., a charitable foundation in Greenville, SC. From October 2009 to February 2018, he was the President of Hollingsworth Funds, Inc. Mr. Terry's career has been principally in the banking industry where he served as President of Carolina First Bank, Greenville, SC from 1991 to 2008. Prior to Mr Terry's service with Carolina First, he served as EVP Corporate Bank Services for First Union National Bank.
2011
Murray H. Wright, age 73
Mr. Wright has served as Chairman of the Board of Synalloy since 2014. Prior to his retirement, he was Senior Counsel at the Richmond, VA law firm of DurretteCrump, PLC in January 2013 to 2016. Mr. Wright's career has principally been in law and investment banking. From 1999 to 2012, he was a founder and managing director of Avitas Capital, LLC, a closely held investment banking firm in Richmond, VA.  In 1986, he founded the law firm of Wright, Robinson, Osthimer & Tatum in Richmond, VA. He served as Chief Executive Officer of the law firm from 1986 to 2006.
20012022
The Corporate Governance Committee believes the combined business and professional experience of the Company’s directors, and their various areas of expertise make them a useful resource to management and qualify them for service on the Board. Messrs. Wright and Bram have served on the Board for a significant period of time. During their tenures, these directors have gained considerable institutional knowledge about the Company and its operations, which has made them effective board members. Because the Company’s operations are complex, continuity of service and development of institutional knowledge help make the Board more efficient and more effective at developing long-range plans than it would be if there were frequent turnover in Board membership. When a Board member decides not to run for re-election, the Corporate Governance Committee seeks replacement directors who it believes will make significant contributions to the Board for a variety of reasons, including among others, business and financial experience and expertise, business and government contacts, relationship skills, knowledge of the Company and diversity.
The Corporate Governance Committee believes the current Board members and nominee are highly qualified to serve and each member has unique qualifications and business expertise that benefit the Company. Mr. Wright’s career as a trial lawyer, founder and CEO of a law firm and his business and financial experience as managing director of a closely-held investment banking firm are considered to be valuable attributes to the Board. Mr. Bram has over 30 years of experience in business management, financial operations, logistics, management consulting, business start-ups and strategic planning for a variety of companies. Mr. Bram was employed by the Reynolds Metals Company, a global aluminum manufacturer, in its corporate Logistics and Sales and Marketing departments. He is an investor in multiple private businesses and real estate ventures and also serves on the boards of several private companies. Mr. Terry brings a wealth of experience in the banking industry where he spent more than 35 years including 17 years as President of a bank where he managed and directed an 85-branch statewide network growing the asset structure from approximately $300 million in 1991 to over $6 billion in 2008. In his current role at Hollingsworth Funds, Mr. Terry manages and administers a non-profit fund exceeding $100 million and is responsible for investment asset management, expense and accounting


functionality for all subsidiary operations with assets exceeding $400 million. We believe Mr. Terry's banking experience is valuable in helping the Company evaluate financing options as well as acquisitions. •Mr. Guy’s primary career focus has been in the area of private investments. His expertise and experience in this area are valuable tools as the Company focuses on growing through acquisitions.
•Mr. Callander spent his career in the auditHutter is a demonstrated business builder and assurance practiceorganizational leader with significantoperational know how and management capabilities across industrial segments, particularly steel and metals. His diverse experience in auditing,covers areas that include corporate strategy, operations management, mergers and acquisitions, initial public offeringslogistics and other financings, reorganizations, business process improvementwarehousing and business strategy development.supply chain optimization.
From 1998 to 2003, while with Ernst & Young, •Mr. Callander served as the audit partnerRosenzweig has corporate governance expertise based on the Company’s independent audits, giving him in-depth experience and knowledge about the Company. Mr. Callander, a CPA, also meets the criteria of a financial expert. Mr. Kaczka, a director nominee, has more than 25 years of experience in financial management of bothservice on numerous public and large private company boards of directors, including multiple manufacturing companies. HisHe has a background as Chief Financial Officer for multiple publicly traded companies brings significant experience in finance, financialleading and banking transactions,working on mergers and acquisitions, restructurings and audit matters. refinancing situations, and strategic board-level reviews.
•Mr. Kaczka also meets the criteriaSchauerman has operational, financial, corporate development and strategic planning expertise gained from executive roles and directorships at construction and infrastructure companies. He has corporate governance experience as a result of a financial expert. Ms. Michtich has served in executiveservice on several private and operations leadership positions with several large union and non-union manufacturing businesses. She has significantpublic company boards of directors across business-to-business sectors.
•Mr. Mazzaferro’s extensive experience in the areas of human resources, manufacturing operations, environmental compliancesteel and safety. Ms. Gayner offers valuable experience in the chemical business. She has 10 years' experience working for two large chemical companies in the area of quality assurance and as ametals research and development engineer. In herinvestment banking industries will provide valuable insight into the steels and metals industries as well as current role as CEOcapital markets and President of Parkland Ventures, Inc., she has valuable experience in executive management and operations.trends.



BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors currently has five members: Henry L. Guy, Christopher G. Hutter, Benjamin Rosenzweig, John P. Schauerman, and Aldo J. Mazzaferro.
Director Independence
The Board of Directors has determined that for 2021 each of the following directors arewere independent as such term is defined by the applicable rules of the Nasdaq Stock Market LLC (the "Nasdaq Rules"“Nasdaq Rules”): Anthony A. Callander, Susan S. Gayner, Henry L. Guy, Amy J. Michtich, James W. Terry, Jr.Benjamin Rosenzweig and Murray H. Wright.John P. Schauerman. The Board has also determined that each of the current members of the Audit Committee, the Compensation & Long-Term Incentive Committee and the Corporate Governance Committee during 2021 were independent within the meaning of the Nasdaq Rules.Effective as of March 18, 2022, Aldo Mazzaferro was appointed to the Board and Mr. Rosenzweig was appointed as the Executive Chairman of the Board.Following his appointment as Executive Chairman, it is anticipated that Mr. Rosenzweig will no longer be independent within the meaning of the Nasdaq Rules and that for 2022 Mr. Mazzaferro will replace Mr. Rosenzweig as an independent director on each person who servedof the committees on such committees at any time during 2018 was independent under the Nasdaq Rules.which Mr. Rosenzweig serves.
8

Board and Board Committee Meetings and Attendance at Shareholder Meetings
During fiscal year 2018,2021, the Board of Directors met foureight times.All members of the Board attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and of the committees of the Board on which they served. The Company encourages, but does not require, its directors to attend annual meetings of shareholders. AllTo the best of our knowledge, all directors attended the 20182021 Annual Meeting.Meeting, which was held virtually.
The Board has established an Audit Committee, a Compensation & Long-Term Incentive Committee, and a Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirementrequirements of the NasdaqNASDAQ Rules. The committees keep the Board informed of their actions and provide assistance toassist the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as of December 31, 2021, as well as the meeting information for the last fiscal year.
NameAudit CommitteeCompensation & Long-Term Incentive CommitteeCorporate Governance Committee
Anthony A. CallanderX* X
Susan S. Gayner XX*
Henry L. GuyXX* 
Amy J. Michtich XX
James W. Terry, Jr.XX 
Total Meetings in 2018544
* Committee Chair

NameAudit CommitteeCompensation & Long-Term Incentive CommitteeCorporate Governance Committee
Henry L. GuyX
X(1)
X
Christopher G. Hutter
Benjamin Rosenzweig
X(2)
X(2)
X(1)(2)
John P. Schauerman
X(1)
XX
Total Meetings Held in 2021653
(1) Committee Chair
(2) Effective as of March 18, 2022, Aldo Mazzaferro was appointed to the Board and Mr. Rosenzweig was appointed as the Executive Chairman of the Board. Following his appointment as Executive Chairman, it is anticipated that Mr. Rosenzweig will no longer be independent within the meaning of the Nasdaq Rules and that for 2022 Mr. Mazzaferro will replace Mr. Rosenzweig as an independent director on each of the committees on which Mr. Rosenzweig serves.
Audit Committee
The Company has an Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
The Audit Committee1934 and acts pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website at www.synalloy.com. Each member of the Audit Committee is independent as defined in the NasdaqNASDAQ Rules and meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934. The Audit Committee selects and appoints the independent registered public accounting firm,auditor, pre-approves the fees onpaid to the independent registered public accounting firm,auditor, reviews and discusses with management and the independent auditorsauditor prior to filing with the SEC the audited financial statements included in the Company’s Annual Report on Form 10-K and the unaudited financial statements included in the Form 10-Q for each quarter, meets independently with the independent auditors,auditor, reviews the Audit Committee’s charter, and has oversight of the Company’s Code of Conduct and Internal Audit.
Benjamin Rosenzweig, Henry L. Guy and John P. Schauerman served on the Audit Committee as of December 31, 2021. The Board designated Mr. CallanderSchauerman as the Audit Committee Financial Expert, as defined by the SEC rules.
Compensation & Long-Term Incentive Committee
All members of the Compensation & Long-Term Incentive Committee are independent directors as defined in the Nasdaq Rules.NASDAQ Rules, and none of them is a present or past employee or officer of the Company or its subsidiaries. This committeeCommittee acts pursuant to a written charter which is available on the Company’s website at www.synalloy.com. The committeeCommittee reviews and approves salaries, bonuses, incentive compensation and benefits for the Company’s executive officers, of the Company, and administers and makes recommendations with respect to the Company’s cash incentive and equity plans, including the granting of shares and options thereunder, and reviews the committee’s charter.


The committeeCommittee sets the compensation for the CEO and evaluates performance and it considers recommendations from the Company’s CEO in setting compensation for other senior executive officers. The Vice President, Corporate Administration supports the committee in its duties, and the committee may delegate authority to the Human Resources Department to fulfill administrative duties relating to the Company’s compensation programs. The committee has the authority under its charter to retain and terminate,engage and approve fees for compensation consultants and other advisors as it deems appropriate to assist it in the fulfillment of its duties. Since 2016, the committeeCommittee has retained Pearl Meyer (“PM”) as the Compensation & Long-Term Incentive Committee’s outsideits independent compensation consulting firm. The committeeCommittee has reviewed and confirmed the independence of PM as the committee's compensation consultant.Pearl Meyer. Neither PMPearl Meyer nor any of its affiliates provide any services to the Company except for the services related solely to the executive officer and director compensation.
Henry L. Guy, John P. Schauerman and Benjamin Rosenzweig served on the Compensation & Long-Term Incentive Committee as of December 31, 2021.
9

Corporate Governance Committee
All members of the Corporate Governance Committee are independent as defined in the NasdaqNASDAQ Rules. This committeeCommittee acts pursuant to a written charter which is available on the Company’s website at www.synalloy.com. This committeeCommittee is responsible for reviewing and recommending changes in the size and composition of the Board of Directors and evaluating and recommending candidates for election to the Company’s Board. This committeeThe Committee also reviews and oversees corporate governance issues and makes recommendations to the Board related to the adoption of policies pursuant to rules of the SEC, NasdaqNASDAQ and other governing authorities, and as required by the Sarbanes-Oxley Act of 2002.
Compensation Committee Interlocks and Insider Participation
Susan S. Gayner, Henry L. Guy, Amy J. MichtichJohn P. Schauerman and James W. Terry, Jr.Benjamin Rosenzweig served on the Compensation & Long-Term IncentiveCorporate Governance Committee during 2018. All members of the Compensation & Long-Term Incentive Committee are independent directors and none of them is a present or past employee or officer of the Company or its subsidiaries.2021.
Related Party Transactions
The Company requires that each executive officer, director and director nominee complete an annual questionnaire and report all transactions with the Company in which such persons (or their immediate family members) had or will have a direct or indirect material interest (except for salaries, directors’ fees and dividends on our stock). Management reviews responses to the questionnaires and, if any such transactions are disclosed, they are reviewed by the Board of Directors. The Company does not, however, have a formal written policy setting out these procedures. There were no such transactions duringSee “Related Party Transactions” below.
Retirement Policy
The Board of Directors has adopted a retirement policy with respect to the fiscal year ended December 31, 2018.Company's directors. Under the policy, directors who attain the age of 75 prior to an annual meeting of the Company's shareholders are not eligible to be nominated for re-election to the Company's Board of Directors at the annual meeting.

10

CORPORATE GOVERNANCE
Board Leadership Structure and Board’s Role in Risk Oversight
The Board of Directors'Directors’ roles and responsibilities are set forth in the Bylaws and Board Charter which provide for a Chairman elected by the Board from among its members. The business and affairs of the Company are managed under the direction of the Board of Directors, and that management control is subject to the authority of the Board of Directors to appoint and remove any of our officers at any time. Our Board does not have a specific policy as to whether the role of Chairman and CEO should be held by separate persons, but rather makes an assessment ofassesses the appropriate form of leadership structure on a case-by-case basis. The Board believes that this issue can beplays a part ofin the succession planning process and recognizes that there are various circumstances that weigh in favor of or against both combination and separation of these offices. Since 2002, the roles of Chairman and CEO have been held by separate persons. The Board believes it is appropriate, and in our Company’s best interests, for the two roles to continue to be separated at this time.

Board’s Role in Risk Oversight
Our Board is actively involved in the oversight of risks that could affect our Company. The Board receives regular reports from members of senior management on areas of material risk to us, including strategic, operational, financial, information technology (including cyber risk), legal and regulatory risks. These reports are reviewed by the full Board, or, where responsibility for a particular area of risk oversight is delegated to a committee of the Board, that committee reviews the report and then reports to the full Board. In addition, the Audit Committee’s charter requires the committee to inquire of management and the registered public accountantsindependent auditor about significant risks or exposures and assess the steps management has taken to manage such risks, and further requires the committee to discuss with the registered public accountantsindependent auditor the Company’s policies and procedures to assess, monitor, and manage business risk, and legal and ethical compliance programs.


Director Qualifications and Nomination Process
The Corporate Governance Committee has adopted Corporate Governance Guidelines that set forth factors in recommending and evaluating candidates, including personal characteristics, core competencies, commitment and independence. It also takes into consideration such factors as it deems appropriate based on the Company’s current needs. These factors may include diversity, age, skills such as understanding of appropriate technologies and general finance, decision-making ability, inter-personal skills, experience with businesses and other organizations of comparable size, and the interrelationship between the candidate’s experience and business background, and other Board members’ experience and business background. Although the Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, the committee considers racial and gender diversity, as well as diversity in business and educational experience, as part of the total mix of information it takes into account in identifyingapplied to identify nominees. Additionally, candidates for director shouldmust possess the highest personal and professional ethics and they should be committed to the long-term interests of the shareholders of the Company.
The Corporate Governance Committee does not have any specific process for identifying director candidates. Such candidates are routinely identified through personal and business relationships and contacts of the directors and executive officers. The Board Charter does require that any director nominee, whether a new nominee or a previous director, must be less than 75 years of age on the date of the Annual Meeting of Shareholders and Board of Director nominee vote.
The Corporate Governance Committee will consider as potential nominees persons recommended by shareholders if the following requirements are met. If a shareholder wishes to recommend a director candidate to the Corporate Governance Committee for consideration as a Board of Directors’ nominee, the shareholder must submit in writing to the Corporate Governance Committee the recommended candidate’s name, a brief resume setting forth the recommended candidate’s business and educational background and qualifications for service, the number of the Company’s shares beneficially owned by the person, and a notarized consent signed by the recommended candidate stating the recommended candidate’s willingness to be nominated and to serve. Additionally, the recommending shareholder must provide his or her name and address and the number of the Company’s shares beneficially owned by such person. This information must be delivered to the Corporate Secretary of the Company at the Company’s corporate headquarters at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060 for270, Oak Brook, Illinois 60523 or transmission to the Corporate Governance Committee and must be received not less than 90 days nor more than 120 days prior to an annual meetingthe Annual Meeting of shareholders. The committee may request further information if it determines a potential candidate may be an appropriate nominee. Director candidates recommended by shareholders that comply with these requirements will receive the same consideration from the committee that other candidates receive.
Nominations for election as directors may also be made by shareholders from the floor at an annual meetingthe Annual Meeting of shareholdersShareholders provided such nominations arewere received by the Company not less than 3060 nor more than 6090 days prior tobefore the anniversary of the preceding year's annual meeting of shareholders, contain the information set forth above, and otherwise are made in accordance with the procedures set forth in the Company’s Bylaws.
11

Shareholder Communications with Directors
Any shareholder who wishes to send communications to the Board of Directors should mail them addressed to the intended recipient by name or position in care of: Corporate Secretary, Synalloy Corporation, 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060.270, Oak Brook, Illinois 60523. Upon receipt of any such communications, the Corporate Secretary will determine the identity of the intended recipient and whether the communication is an appropriate shareholder communication. The Corporate Secretary will send all appropriate shareholder communications to the intended recipient. An "appropriate“appropriate shareholder communication"communication” is a communication from a person claiming to be a shareholder in the communication the subject of which relates solely to the sender’s interest as a shareholder and not to any other personal or business interest.
In the case of communications addressed to the Board of Directors, the Corporate Secretary will send appropriate shareholder communications to the Executive Chairman of the Board. In the case of communications addressed to the independent or outside directors, the Corporate Secretary will send appropriate shareholder communications to the Chairman of the Audit Committee. In the case of communications addressed to committees of the Board, the Corporate Secretary will send appropriate shareholder communications to the Chairman of such committee.

DIRECTOR COMPENSATION
For the 2017-2018 term year, non-employee directors were paid a total annual retainerCompensation of $95,000 in the form of cash and restricted stock.Non-Employee Directors were required to elect a minimum of $25,000 of the retainer fee to be paid in restricted stock and may elect up to 100% of the retainer to be paid in restricted stock.


For the 2018-20192021-2022 term year, non-employee directors were paid a total annual retainer of $102,000 in the form of cash and restricted stock. Directors must elect a minimum of $30,000 of the retainer fee to be paid in restricted stock and may elect up to 100% of the retainer to be paid in restricted stock.The number of restricted shares issued was determined by the average of the high and low Common Stock price on the day prior to the 20182021 Annual Meeting of Shareholders or, if later, the date prior to the director’s appointment to the Board. Non-employee directors elected by the shareholders for the 2018-2019 term year received an aggregate of 14,857
shares of restricted stock in lieu of such cash retainer amount as follows: Anthony A. Callander - 2,153; Susan S. Gayner - 5,491; Henry L. Guy - 1,615; Amy J. Michtich - 1,722; James W. Terry, Jr. - 2,261; and Murray H. Wright - 1,615. The annual retainer is inclusive of all director fees andfees; directors did not receive meeting fees or chair fees in addition to the retainer.retainer, except that Mr. Rosenzweig received certain additional equity grants described in the table below relating to extraordinary services performed in his capacity as director. Directors were reimbursed for travel and other expenses related to attendance at meetings. Directors who are employees did not receive extra compensation for service on the Board or any committee of the Board.
There will be no changes to non-employee director annual retainers for the 2019-20202022-2023 term year. Non-employee directors will be paid a total annual retainer of $102,000 in the form of cash and restricted stock. Directors must elect a minimum of $30,000 of the retainer fee to be paid in restricted stock and may elect up to 100% of the retainer to be paid in restricted stock. 
The shares granted to the non-employee directors are not registered under the Securities Act of 1933 and are subject to forfeiture in whole or in part upon the occurrence of certain events.
For the 2017-2018 term year, our non-employee director annual retainer was $95,000 and for the 2018-2019 term year our non-employee director annual retainer was $102,000. The following table sets forth information about compensation paid by the Company to non-employee directors during calendar year 20182021.
Name
Fees Paid in Cash (1)
Stock Awards (2)
Total
(a)(b)(c)(d)
Henry L. Guy$39,000$50,000$89,000
Benjamin Rosenzweig$0
$298,400(3)
$298,400
John P. Schauerman$51,000$62,000$113,000
(1) Represents fees paid in cash during 2021.
(2) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718 as disclosed in the Stock Awards footnote to the Summary Compensation Table, of restricted shares granted to the directors for 2021 service. For 2021, the directors received restricted shares in lieu of cash retainer as follows: Henry L. Guy - 5,146; Benjamin Rosenzweig - 10,499; and John P. Schauerman - 6,381. No director has been granted any stock options by the Company.
(3) Effective as of March 18, 2022, Mr. Rosenzweig was appointed as the Executive Chairman of the Board. During 2021, Mr. Rosenzweig performed certain extraordinary services that went well beyond the typical duties of a director. In recognition of such services, the Company made the following equity awards to Mr. Rosenzweig: (a) On May 25, 2021, the Company made an award of 10,000 restricted stock units (RSUs) that vested 12 months after the grant date as long as Mr. Rosenzweig continued to serve on the Board at such time; and (b) on May 25, 2021, the Company made an award of 10,000 performance stock units (PSUs) to Mr. Rosenzweig that would vest at such time as the Company achieved a 30-day trailing volume weighted average price per share of stock of $14.50 (the Company achieved such target as of December 31, 2021).
12

SECURITIES OWNERSHIP
The Board of Directors has established stock ownership levels for the senior management team and includes a portion from both the 2017-2018 and 2018-2019 term years.
Name 
Fees Paid in Cash (1)
Stock Awards (2)
Total
(a) (b)(c)(h)
Anthony A. Callander $57,875$40,000$97,875
Susan S. Gayner -$102,000$102,000
Henry L. Guy $71,500$30,000$101,500
Amy J. Michtich $63,750$32,000$95,750
James W. Terry, Jr. $57,500$42,000$99,500
Murray H. Wright $71,500$30,000$101,500
(1) Represents fees paid in cash during 2018.
(2) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718 as disclosed in the Stock Awards footnote to the Summary Compensation Table, of restricted shares granted to the directors on May 17, 2018 for 2018 service. For 2018, the directors received restricted shares in lieu of cash retainer as follows: Anthony A. Callander - 2,153; Susan S. Gayner 5,491; Henry L. Guy - 1,615; Amy J. Michtich - 1,722; James W. Terry, Jr. - 2,261; and Murray H. Wright - 1,615. No director has been granted any stock options by the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)Board of the Securities Exchange Act of 1934 requires the Company’s directorsDirectors. Directors and executive officers and any persons who own more than 10% ofhave five years to achieve the Commontargeted ownership levels. Stock of the Company, to file with the SEC reports of beneficial ownership and changes in beneficial ownership of Common Stock. Officerslevels for executive officers and directors are required by SEC regulationbased on dollars invested or cost basis, not market value. All directors and named executive officers are currently in compliance (or in the case of Mr. Mazzaferro is still within the five-year period to furnishachieve the Company with copiestargeted ownership level).
Stock ownership requirements are as follows:
•Board of all Section 16(a) forms they file. Based solely on review of the copies of such reports furnished to the Company or written representations that no other reports were required, the Company believes that, during 2018, all filing requirements applicable to its officersDirectors - three times retainer
•CEO - four times base salary
•CFO and directors were met on a timely basis.

Segment Presidents - $250,000

Code of Conduct
Our Board has formally adopted a Code of Conduct that applies to all of our employees, officers and directors. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct for the Company’s CEO, Chief Financial Officer ("CFO"), Chief Accounting Officer ("CAO")(CFO), Controller, or persons performing similar functions, by posting such information on the Company’s website.
There were no amendments to, or waivers of, any provision of the Code of Conduct for the Company’s CEO, CFO, CAO, Controller, or any persons performing similar functions during fiscal year 2018.2021. A copy of our Code of Conduct is available on our website at www.synalloy.com.

Anti-Hedging Policy
Our Board adopted an anti-hedging and anti-pledging policy within its Insider Trading Policy whereby Synalloy’s directors and officers are prohibited from engaging in any speculative or hedging transactions in Company securities. Hedging transactions such as puts, calls, collars, swaps, forward sale contracts, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Company securities are prohibited without the written permission of the Board of Directors. Additionally, directors and officers are prohibited from pledging Synalloy securities as collateral for a loan.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of more than 10% of our outstanding common stock (collectively, “Insiders”) to file reports with the SEC disclosing direct and indirect ownership of our common stock and changes in such ownership. The rules of the SEC require Insiders to provide us with copies of all Section 16(a) reports filed with the SEC. Based solely upon a review of copies of Section 16(a) reports received by us, and written representations that no additional reports were required to be filed with the SEC, we believe that our Insiders have timely filed all Section 16(a) reports during the 2021 fiscal year, except that the following Form 4 filings were made late:
FormName of InsiderEvent DateFiling Date
4Guy Henry L12/1/2112/16/21
4Guy Henry L11/22/2112/08/21
3Tam Aaron M8/30/219/17/21
4Tam Aaron M8/30/219/17/21
4Rosenzweig Benjamin L5/25/216/14/21
4Hutter Christopher Gerald6/4/216/10/21
4Rosenzweig Benjamin L5/24/215/27/21
4Schauerman John P5/24/215/27/21
4Guy Henry L5/24/215/27/21
4Gibson James G5/14/215/26/21
4Schauerman John P5/18/215/21/21
4Cunningham Sarah M2/19/212/26/21
4Gibson James G2/19/212/26/21
4Padden Michael2/19/212/26/21
4Hutter Christopher Gerald11/10/202/19/21
4Gibson James G2/7/212/19/21
4Baroff Steven2/9/212/19/21
4Cunningham Sarah M2/7/212/19/21
4Roberson Maria Haughton2/7/212/19/21
4Padden Michael2/7/212/19/21
13

EXECUTIVE OFFICERS
The following table provides information about our current executive officers other than Christopher G. Hutter, the Company’s President and CEO. Information about Mr. Craig Bram, the Company’s CEO,Hutter is set forth above under "ElectionElection of Directors." 
Directors.
Name, Age, Principal Position and Five-Year Business Experience
Aaron M. Tam, age 53
Mr. Tam joined the Company in August 2021 as Chief Financial Officer. Prior to Synalloy, Mr. Tam was Chief Financial Officer of Northstar Aerospace, a leading independent manufacturer of components and assemblies to the global aerospace industry, where he served since 2013. Mr. Tam has served in multiple CFO roles encompassing a broad range of industries as well as spending more than a decade as a consultant, interim senior executive or restructuring advisor to a variety of businesses. Mr. Tam holds a Ph.D and M.A. in corporate finance, industrial organization and econometrics from Northwestern University and an A.B. in economics from the University of Michigan.
Timothy J. Lynch, age 50
Mr. Lynch joined the Company in April 2021 as Executive Vice President, Synalloy Metals. Prior to Synalloy, Mr. Lynch held senior leadership positions at the Americas division of Outokumpu, a global leader in the stainless-steel market. Prior to Outokumpu, Mr. Lynch served as vice president of operations, optimization, procurement and special projects at TMS International, an industry leader in outsourced mill services for global steelmakers and general manager for United States Steel Corporation. Mr. Lynch holds a Bachelor of Business Administration with an emphasis in marketing from Duquesne University. He also served as a board member of the Specialty Steel Industry of North America organization and is a graduate of the U.S. Steel Corporation management academy program.
John R. Zuppo III, age 46
Mr. Zuppo joined the Company in October 2021 upon the Company’s completion of the acquisition of DanChem Technologies, Inc. (“DanChem”) and was appointed Executive Vice President, Synalloy Chemicals in November 2021. Prior to Synalloy, Mr. Zuppo was the Chief Executive Officer of DanChem and spent nearly a decade in various leadership roles at Emerald Performance Materials, a leading producer of advanced specialty chemicals. Mr. Zuppo holds a Master of Business Administration with an emphasis in organizational behavior from the Weatherhead School of Management at Case Western Reserve University. In addition, he holds a Bachelor of Science in chemical engineering from the University of Akron.
G. Douglas Tackett, Jr., age 50
Mr. Tackett joined the Company in July 2021 as Chief Legal Officer. Prior to Synalloy, Mr. Tackett served as the Chief Legal Officer of Support.com where he oversaw all legal, governance and compliance functions. Prior to Support.com, Mr. Tackett spent over seven years as the global chief legal and compliance officer and secretary for Startek, where he led a global team of legal and compliance professionals. Mr. Tackett holds a Juris Doctor from the University of Memphis and a Bachelor of Arts from the University of Tennessee.
Set forth below is information regarding certain persons who were executive officers during a portion of 2021, which resulted in such persons being included below in “Summary Compensation Table”:
Name, Age, Principal Position and Five-Year Business Experience
DennisSally M. LoughranCunningham, age 6147
Mr. LoughranMs. Cunningham joined the Company in JulyOctober 2015 as Vice President of Corporate Administration. In July 2020, she was named Senior Vice President ("SVP") and Chief Financial Officer ("CFO"). Most recently, heOfficer. Prior to Synalloy, Ms. Cunningham was the CFO of Citadel Plastics Holdings, Inc., a privately-owned company headquartered in Chicago, IL, which merged with A. Schulman, Inc. in June 2015. From 2006 to 2014, he served as the CFO for Rogers Corporation (NYSE: ROG), headquartered in Rogers, CT. Previous experience includes 19 years with Reynolds Metals Company in various financial and operations roles and six years as Vice President, Finance and Supply Chain with Alcoa Consumer Products. Mr. LoughranOperations at ICF International (NYSE: ICFI). Ms. Cunningham has a broad background in international business management, financial reporting, planning and analysis, profit improvement,operations, administration, mergers and acquisitions supply chain optimization, tax, treasury managementacross a number of industries. She received her B.B.A. in Accounting from the College of William and investor relations.Mary and her M.B.A from the University of Richmond. Ms. Cunningham is a Certified Public Accountant in the Commonwealth of Virginia. Ms. Cunningham separated employment on August 27, 2021.
J. Kyle Pennington, age 61
Mr. Pennington was named President, Synalloy Metals, Inc. ("Synalloy Metals"), a subsidiary of the Company, effective January 1, 2013. He served as President, Bristol Metals, LLC, a subsidiary of the Company, from July 2011 until December 31, 2012. He was President, Bristol Metals, LLC’s BRISMET Pipe Division from September 2009 to July 2011; and Vice President, Manufacturing, Bristol Metals, LLC from December 2007 through September 2009. Prior to joining the Company, Mr. Pennington worked for 17 years in the metals industry, including 12 years’ experience in executive management and service on the Board of Directors of Texas & Northern Industries, a Lone Star Steel Company subsidiary.
J. Greg Gibson,, age 4548
In April 2015, Mr. Gibson was named President of Synalloy Chemicals, with business unit responsibility for both Manufacturers Chemicals, LLC and CRI Tolling, LLC. He served as Executive Vice President, Sales and Administration for Manufacturers Chemicals, a wholly-owned subsidiary of the Company from July 2011 to April 2015. Mr. Gibson joined the Company in 2005 as a sales representative providing expertise in building client relationships, growing product market share, sales profitability and developing and executing sales strategies. Prior to joining the Company, he began his sales career in the pharmaceutical industry.

Mr. Gibson graduated with a Bachelor of Science degree from the University of Tennessee and received his M.B.A. from the University of North Alabama. Mr. Gibson separated employment in May 2021.


DISCUSSION OF EXECUTIVE COMPENSATION
Compensation and Long-Term Incentive Committee Report
As a “smaller reporting company”, the Company has elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under such scaled disclosure, the Company is not required to provide a Compensation, Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.
14

Compensation Discussion and Analysis
ThisAs a “smaller reporting company”, the Company has elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under such scaled disclosure, the Company is not required to provide a Compensation, Discussion and Analysis, ("CD&A") describes our compensation programCompensation Committee Report and policiescertain other tabular and explains how the Board’s Compensation & Long-Term Incentive Committee (the "Committee") established goals, reviewed performance measures, and decided compensation for our Named Executive Officers ("NEOs") in and for fiscal year 2018. NEOs are listed in the table below:narrative disclosures relating to executive compensation.
NEOTitle
Craig C. BramPresident and Chief Executive Officer
Dennis M. LoughranSenior Vice President and Chief Financial Officer
J. Kyle PenningtonPresident, Synalloy Metals
J. Greg GibsonPresident, Synalloy Chemicals

Executive Summary
Overview of Our Business and Results
Synalloy had an exceptionally good year in 2018. Our financial performance was excellent, exceeding goals and in some cases toppling records that were over 20 years old. The 2018 Incentive Plan paid out above target accordingly.


The record sales of $201.1 million posted in 2017 did not hold up very long. In 2018, the Company reported net sales of $280.8 million, up $79.7 million or approximately 40% from 2017. Both adjusted EBITDA and adjusted EBITDA per share established new records at $34.1 million and $3.85 respectively.
Our shareholders enjoyed the benefits of these strong financial results. The dividend to our shareholders was $0.25 per share, an increase of approximately 92% over 2017. Our share price appreciated by 24% and during the year our share price reached a 10-year high of $24.55. For the first time in the Company's history, our stock was added to the Russell 2000 index.
The Company's business has two divisions: the Metals Segment and the Chemicals Segment.
Synalloy Metals
The Metals Segment operates as three reporting units, including Bristol Metals, LLC ("BRISMET"), Palmer of Texas Tanks, Inc. ("Palmer") and Specialty Pipe & Tube, Inc. ("Specialty"). BRISMET manufactures stainless steel and other alloy pipe and tube. Palmer manufactures liquid storage solutions and separation equipment, and Specialty is a master distributor of seamless carbon pipe and tube. The Metals Segment's markets include the oil and gas, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste water treatment, liquid natural gas, brewery, food processing, petroleum, pharmaceutical and other industries.
Synalloy Metals achieved record sales and adjusted EBITDA in 2018 and the 2018 Incentive Plan paid out above target for the segment. In 2018, the Metals Segment reported net sales of $222.2 million, up $69.3 million or approximately 45% from 2017 and adjusted EBITDA was $29.0 million, up $12.7 million from 2017. Synalloy Metals growth was impacted by the addition of the BRISMET-Munhall galvanized acquisition in July 2018, the rebound in the oil and gas markets, and year over year improvements in volume, pricing and product mix.

Synalloy Chemicals
The Chemicals Segment operates as one reporting unit which includes Manufacturers Chemicals, LLC ("MC") and CRI Tolling, LLC ("CRI Tolling"). The Chemicals Segment produces specialty chemicals for the chemical, paper, metals, mining, agricultural, fiber, paint, textile, automotive, petroleum, cosmetics, mattress, furniture, janitorial and other industries.
Synalloy Chemicals profits decreased slightly in 2018 and the 2018 Incentive Plan paid out below target for the segment. In 2018, the Chemicals Segment recorded net sales of $58.6 million, up $10.4 million or 22% from 2017; however, adjusted EBITDA was $5.3 million, down $0.2 million or 3% from 2017. Synalloy Chemicals' 2018 results were negatively impacted by the loss of a single customer and also slower than anticipated ramp up of a customer at CRI Tolling.


Summary of 2018 Key Compensation Decisions

At our 2018 Annual Meeting of Shareholders, 94% of the shares voted at the meeting were in favor of our 2017 NEO compensation package. Accordingly, we committed to using the same Incentive Plan in 2018 (the "2018 Incentive Plan") that was utilized in 2017 with the following changes:
Base Salary - The Committee reviewed a peer group analysis and, along with CEO recommendation for the remaining NEOs, approved an increase of each NEO's base salary.
Short-Term Cash Incentive - The Committee reviewed a peer group analysis and, along with CEO recommendations for the other NEOs, approved an increase in the percentage of each NEO's base salary used to calculate the Short-Term Cash Incentive.
Also, the Committee approved the calculation of the same performance metric that was utilized in the 2016 and 2017 Incentive Plans and is used to calculate certain components of both the short-term cash and long-term equity incentives. Consistent with the 2016 and 2017 Incentive Plans, the 2018 Incentive Plan defined the "Performance Metric" as adjusted EBITDA before incentives and excluding inventory gains and losses, metal price change gains and losses, inventory cost adjustments, aged inventory adjustments, and manufacturing variances.
Long-Term Equity Incentive - There were no changes to the long-term equity incentive in the 2018 Incentive Plan.



Compensation Philosophy, Objectives and Processof Executive Officers
2021 Summary Compensation Philosophy and ObjectivesTable
The Board of Directors and management believe that the performance and contributions of our executive officers are critical to our overall success. To attract, retain and motivate the executives to accomplish our business strategy, the Committee establishes executive compensation policies and oversees the Company’s executive compensation practices.
The Company’s goal is to attract and retain highly motivated and talented executives and to ensure a strong link between executive pay, Company performance and shareholder value.
Compensation ObjectiveHow Objective is Achieved
Pay for performanceThe majority of the annual short-term cash and long-term equity components of the compensation program have Performance Metric target ranges for each business segment and the Company as a whole. Executives are rewarded with higher incentive pay when above target ranges are met, while lower incentives are paid when target ranges are not achieved.
Attracting and retaining highly motivated and talented executivesThe overall compensation program is designed to be competitive with positions at peer group companies to attract highly qualified candidates. Restricted stock awards have multi-year time vesting elements with forfeiture of unvested grants if an executive leaves the Company prior to vesting for any reason other than retirement, disability or death.
Aligning the interests of executives with the interests of shareholdersA portion of each executive's pay is equity-based compensation, to align the executives' interests with those of our shareholders.
The Company and the Committee believe that the most effective executive compensation program is one that is designed to reward the achievement of specific annual and long-term goals and functional operational initiatives of the Company as well as align the interest of executives with the interest of shareholders, ultimately improving shareholder value. Our pay for performance emphasis attracts executives who are willing to risk a larger share of their compensation on their own performance and the performance of the Company for the benefit of the longer-term shareholder value.
Compensation Process
The Committee looks for opportunities to improve upon the executive compensation program and in 2016 the Company retained PM as the Committee’s outside independent compensation consulting firm. PM is a nationally recognized executive compensation consultant and the Committee has retained it to provide information concerning compensation paid by competitors and members of our peer group. In 2016, PM assisted the Committee in designing the Incentive Plan that was used for NEOs in both 2017 and 2018.
In setting the base salary of our NEOs in 2018, the Committee worked with PM to review aggregated information from our peer group and, for the executives below chief executive officer level, received input and guidance from the CEO on the performance of these officers. The Committee additionally reviews the performance of the CEO and considers this information in making compensation decisions.
The Committee identified 14 companies for its peer group, all manufacturing businesses, with many in either the Basic Materials- Metals/Mining or Materials-Specialty Chemicals industry classification. Others are manufacturers of machinery or component parts. The peer group is focused on micro-cap companies with similar revenues and market capitalization to the Company's performance. Additionally, the Committee compares the Company's one-year and three-year average annual EBITDA to that of the peer group.
For 2018, our peer group consists of the following companies: Ampco-Pittsburgh, Eastern Company, Houston Wire and Cable, Hurco, Landec Corp., Lawson Products Inc., Northwest Pipe Co., Perma Pipe, UFP Technologies, Universal Stainless & Alloy Products as well as American Vanguard, Hawkins, Insteel and KMG Chemical.
The peer group information is used by the Company to benchmark the compensation for our CEO and CFO. The Committee sets base salary for our CEO near the median base salary for the peer group. The Committee sets the base salaries of the other NEOs to be market competitive as compared to the salaries of executives at similarly situated companies. However, the Committee believes that targeted total cash compensation, including short-term incentive pay, should provide the CEO and all other NEOs with the potential to earn in excess of the median total cash compensation of the peer group.


The Committee believes this methodology is appropriate because it directly aligns the CEO and other NEOs' pay with the Company's performance by putting more emphasis on at-risk components of cash compensation.
Risk Considerations
The Committee has assessed the risks arising from the Company’s compensation policies and practices for all employees to determine whether such policies or practices are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Committee has determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

2018 Performance and Compensation
Our compensation program is relatively simple and straightforward, and consist of three main components: base salary, short-term cash incentives and long-term stock-based incentives. Below is information on the main components of and on certain decisions made regarding 2018 NEO compensation.
Base Salary
Base salary is a tool to provide executives with a reasonable level of fixed income relative to the responsibility of the positions they hold. Base salaries are reviewed annually by the Committee and the CEO and adjustments are considered at that time. Base salaries are adjusted from time to time to reflect changes in responsibility level, comparison of data obtained from peer groups, data from our compensation consultant and other external market comparative data. In addition, the Company considers the attributes of each individual executive, including but not limited to his/her longevity with the Company, his/her educational background and experience, the particular responsibilities of his/her position, the compensation of others with similar background, credentials and responsibilities, and his/her past level of performance.
For 2018, the Committee reviewed peer group data and, along with CEO recommendation for the other NEOs, approved an increase of each NEO's base salary.
Base salary increases for 2018 are listed in the table below:
NEOTitleBase Salary at 12/31/2018Base Salary at 12/31/2017% Increase
Craig C. BramPresident & CEO$495,000$450,00010.0%
Dennis M. LoughranSVP & CFO$322,500$308,5004.5%
J. Kyle PenningtonPresident, Synalloy Metals$295,000$276,0006.9%
J. Greg GibsonPresident, Synalloy Chemicals$272,000$260,0004.6%
2018 Incentive Plan
With assistance from our compensation consultant, the Committee established the 2016 Incentive Plan and essentially carried the same plan forward for the 2018 Incentive Plan with the changes noted in the Summary of 2018 Key Compensation Decisions listed above. As with the prior Incentive Plans, the 2018 Incentive Plan consisted of two components: short-term cash incentive compensation and long-term equity incentive compensation in the form of restricted stock awards to be issued under the 2015 Stock Award Plan (the "2015 Stock Plan"), which was approved by shareholders at the 2015 Annual Meeting.
Short-Term Cash Incentive
The short-term cash incentive in the 2018 Incentive Plan was calculated as a percentage of an executive's base salary, depending on the executive’s position with the Company and what specified strategic goals were achieved. The two factors included in the short-term cash incentive were:
70% of short-term cash incentive: Target Performance Metric with an established Threshold Performance Metric and Maximum Performance Metric for the payment of cash incentives. The Threshold Performance Metric is set at 75% of Target. The Maximum Performance Metric is set at 125% of Target.
30% of short-term cash incentive: Successful delivery of specified strategic goals that drive stronger efficiencies across the Company, for Messrs. Bram and Loughran and across the segment for Messrs. Pennington and Gibson.


While the Performance Metric carried the heaviest weighting (70%) for the short-term cash component, the Committee used qualitative measures related to strategic goals to increase executive focus beyond the annual Performance Metric to include those measures management and the Board believe will lead to sustained results on a longer-term basis. The table below provides the total short-term cash incentive for each NEO at the threshold, target and maximum levels.
Total Short-Term Cash Incentive
(as a percentage of base salary)
 ThresholdTargetMaximum
President & CEO50.0%85.0%120.0%
SVP & CFO45.0%65.0%85.0%
President, Synalloy Metals45.0%65.0%85.0%
President, Synalloy Chemicals40.0%57.0%75.0%
For the short-term cash incentive compensation component of the 2018 Incentive Plan, the following table sets forth certain information concerning the Performance Metric componentcompensation earned in 2021 and 2020 by each of the individuals who served as Chief Executive Officer, the next two most highly compensated executive officers, other than the Chief Executive Officer, who were serving as executive officers at the end of 2021 and two additional individuals for each executive. Actual payout is based on a calculation using resultswhom disclosure would have been the next two most highly compensated executive officers but for the year, and may vary between Threshold and Maximum values. The table below detailsfact that the 2018 Performance Metric threshold, target, maximum and actual results.individual was not serving as an executive officer at the end of 2021 (collectively referred to as the “named executive officers” or “NEOs”):
Name and Principal PositionYearSalaryBonusStock Awards
(1)
Option Awards
(1)
Non-Equity Incentive Plan CompensationAll Other Compensation
(2)		Total
(a)(b)(c)(d)(e)(f)(g)(i)(j)
Christopher G. Hutter2021$35,568$—$—$—$350,000$—$385,568
President and Chief Executive Officer2020$4,970$—$791,000$—$—$—$795,970
Sally M. Cunningham2021$233,846$—$—$—$—$365,633$599,479
Former SVP & Chief Financial Officer2020$266,750$35,000$142,500$229,239$78,000$8,345$759,834
Aaron M. Tam2021$98,077$—$125,266$—$150,000$—$373,343
Chief Financial Officer
Timothy J. Lynch2021$227,692$—$91,599$—$225,000$2,933$547,224
EVP, Synalloy Metals
J. Greg Gibson2021$129,231$—$—$—$—$227,054$356,285
Former President, Synalloy Chemicals2020$262,500$20,000$159,600$155,940$100,203$19,071$717,314
(1) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements for the twelve months ended December 31, 2021 for information on the assumptions used in accounting for equity awards.
(2) All Other Compensation - The amounts shown in this column represent the Company’s contributions pursuant to the 401(k)/ESOP Plan for the named executives. Ms. Cunningham’s amount also includes severance associated with her dismissal effective August 27, 2021. Mr. Lynch’s amount includes COBRA insurance benefits. Mr. Gibson’s amount also includes severance associated with his dismissal effective May 14, 2021, and a monthly car allowance.
15
 2018 Performance Metric Component
(dollars in millions)ThresholdTargetMaximum2018 Actual
President & CEO$18.30$24.40$30.50$31.72
SVP & CFO$18.30$24.40$30.50$31.72
President, Synalloy Metals (1)
$15.70$20.93$26.16$31.32
President, Synalloy Chemicals (2)
$5.28$7.04$8.80$5.60
(1) 2018 Performance Metric component is for the Metals Segment.
(2) 2018 Performance Metric component is for the Chemicals Segment.

For 2018, the Performance Metric achieved was above the Maximum level for the Company as a whole as well as for the Metals Segment. The Performance Metric achieved for the Chemicals Segment in 2018 was above the Threshold level and below the Target level.Outstanding Equity Awards at Fiscal Year End 2021


For the short-term cash incentive compensation component of the 2018 Incentive Plan, theThe following table sets forth the strategic goal component for each executive. Actual payout is based on a calculation using results for the year and may vary between Threshold and Maximum values. The table below details the 2018 strategic goals threshold, target, maximum and actual results.
2018 Strategic Goals Component
ThresholdTargetMaximum2018 Actual
President & CEO (1)
3 out of 54 out of 55 out of 54.5 out of 5
SVP & CFO (2)
3 out of 54 out of 55 out of 54.5 out of 5
President, Synalloy Metals (3)
3 out of 64 out of 66 out of 65.0 out of 6
President, Synalloy Chemicals (4)
3 out of 54 out of 55 out of 54.5 out of 5
(1) The 2018 strategic goals for the President & CEO related to financial, growth, and personnel initiatives.
(2) The 2018 strategic goals for the SVP & CFO related to financial, process and personnel initiatives.
(3) The 2018 strategic goals for the President, Synalloy Metals related to facility safety, sales and marketing, growth and facility specific initiatives.
(4) The 2018 strategic goals for the President, Synalloy Chemicals related to facility safety, sales and marketing, growth and facility specific initiatives.
For 2018, all NEOs exceeded Target level of performance for the strategic goals component. The strategic goals component of the short-term cash incentive are operational and strategic goals specific to each named executive officer's area of responsibility, in each case designed to drive overall Company financial and operational performance. 
Total short-term cash incentives were earned for fiscal year 2018 as follows:
  2018 Performance Metric Component2018 Strategic Goals ComponentTotal 2018 Short-Term Cash Incentive Payments
NamePosition$% of Base Salary$% of Base Salary$% of Base Salary
Craig C. BramPresident & CEO$415,80084.0%$152,21230.7%$568,012114.7%
Dennis M. LoughranSVP & CFO$191,88859.5%$72,56222.5%$264,45082.0%
J. Kyle PenningtonPresident, Synalloy Metals$175,52559.5%$66,37522.5%$241,90082.0%
J. Greg GibsonPresident, Synalloy Chemicals$82,10330.2%$53,85619.8%$135,95950.0%

2018 Long-Term Equity Incentive
Our goal in awarding long-term equity incentive compensation is to emphasize to our executives the importance of increasing shareholder value by tying a portion of executive compensation to growth in the Company’sinformation about stock price. To help align the interests of our executives with the interest of our shareholders, one hundred percent (100%) of long-term incentive compensation for NEOs is in the form of equity instruments. Over the past ten years, the Company has used both stock options that vest over five years and restricted stock awards that vest over either three or five years.
The long-term stock-based incentives are delivered in the form of restricted stock awards. Stock-based compensation is established at a percentage of each executive’s base salaryoutstanding at the timeend of grant. In order to attract and retain executive talent, 50%2021 for each of the long-term incentive is a time-vesting retention award. In order to closely tie total compensation to long-term shareholder value, theour NEOs. No other 50% of the long-term incentive compensation for the NEOs is earned based on achievement of a three-year cumulative Performance Metric threshold, target and maximum.


For the long-term equity incentive component of the 2018 Incentive Plan, the CEO was awarded restricted stock with a value at the time of grant equal to 32.5% of his base salary in the form of a time-vesting award and the other NEOs were awarded restricted stock with a value at the time of grant equal to 22.5% of their base salary in the form of time-vesting awards.
The NEOs are also eligible for performance-vesting restricted stock awards which, at maximum earn-out levels, would equal 48.75%were outstanding as of base salary for the CEO and 33.75% of base salary for the other NEOs. This performance-vesting restricted stock award is based on achievement of a three-year cumulative Performance Metric target and will be earned, if at all, for performance during the three-year period ending December 31, 2020.2021.
Option AwardsStock Awards
Name
Number of Securities Underlying Unexercised Options (#)/ Exercisable (1)
Number of Securities Underlying Unexercised Options (#)/ Unexercisable (1)
Option Exercise PriceOption Expiration Date
Number of Shares or Units of Stock That Have Not Vested (2)
Market Value of Shares or Units of Stock That Have Not Vested (4)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Christopher G. Hutter————16,500$271,095——
Sally M. Cunningham12,000—$12.9952/5/2030—$——$—
10,000—$7.3306/30/2030
Aaron M. Tam————9,170$150,6639,170$150,663
Timothy J. Lynch————7,614$125,098—$—
J. Greg Gibson3,398—$14.7602/20/2024—$——$—
2,092—$16.0102/10/2025
12,000—$12.9952/5/2030
(1) Includes stock options granted on February 5, 2020, and June 30, 2020.
(2) For Mr. Hutter, this includes restricted stock awards granted on November 10, 2020, which vest 66% after 12 months and 33% after 18 months. For Mr. Tam this includes inducement awards granted on August 30, 2021, which vest after 36 months. For Mr. Lynch this includes inducement awards granted on April 12, 2021, which vest in 36 months.

(3) For Mr. Tam, this includes volume weighted average performance shares that vest when the 30-day weighted average of the Company stock reaches $17.00.
(4) Based on the December 31, 2021, closing stock price of $16.43 per share.
Total long-term equity incentives awarded for fiscal year 2018 were as follows:
NamePosition
2018 Time-Vesting
Stock Award (1)
2018 Performance-Vesting Stock Award (2)
Total 2018 Long-Term Equity Awards
Craig C. BramPresident & CEO$146,250$146,250$292,500
Dennis M. LoughranSVP & CFO$69,413$69,413$138,826
J. Kyle PenningtonPresident, Synalloy Metals$62,100$62,100$124,200
J. Greg GibsonPresident, Synalloy Chemicals$58,500$58,500$117,000
(1) Time-vesting restricted stock award vests at 33% per year over a three-year period.
(2) Performance-vesting restricted stock award is based on achievement of a three-year cumulative Performance Metric target and will be earned, if at all, for performance during the three-year period ending December 31, 2020.

2016 Long-Term Equity Incentive
The 2016 performance-vesting award was awarded for the three-year period ending December 31, 2018. The following table shows the threshold, target and maximum three-year cumulative Performance Metric when the award was made in 2016 as well as the actual performance for the three-year period ending December 31, 2018.
 
2016 Performance-Vesting Stock Award
(cumulative three-year Performance Metric ending December 31, 2018)
(in millions)ThresholdTargetMaximumActual
President & CEO$35.16$51.70$68.25$57.07
SVP & CFO$35.16$51.70$68.25$57.07
President, Synalloy Metals (1)
$26.04$38.30$50.55$53.69
President, Synalloy Chemicals (2)
$18.45$27.13$35.81$18.51
(1) Three-year cumulative Performance Metric is for the Metals Segment.
(2) Three-year cumulative Performance Metric is for the Chemicals Segment.
For the 2016 performance-vesting stock award, the three-year cumulative Performance Metric achieved was above the Target level for the Company. The three-year cumulative Performance Metric achieved was above the Maximum for the Metals Segment. The three-year cumulative Performance Metric achieved for the Chemicals Segment in 2018 was above the Threshold level and below the Target level. As such, the following table shows the amounts earned by the NEOs for the 2016 performance-vesting stock award.


NamePosition
2016 Performance-Vesting
Award Earned (1)
Craig C. BramPresident & CEO$147,090
Dennis M. LoughranSVP & CFO$73,269
J. Kyle PenningtonPresident, Synalloy Metals$86,063
J. Greg GibsonPresident, Synalloy Chemicals$38,071
(1) The amounts in this column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of equity awards made pursuant to this award. For the 2016 Performance-Vesting Award, the NEOs received the following number of restricted shares: Mr. Bram 18,272; Mr. Loughran 9,101; Mr. Pennington 10,690; Mr. Gibson 4,729.

Stock-Ownership Levels
The Board of Directors has established stock ownership levels for the senior management team and the Board of Directors. Directors and executive officers have five years to achieve the targeted ownership levels. Stock ownership levels for NEOs and directors are based on dollars invested or cost basis, not market value. All NEOs are in compliance.
Stock ownership requirements are as follows:
Board of Directors - $250,000;
CEO - four times base salary;
CFO, Metals and Chemicals Segment Presidents - $250,000; and
Corporate Secretary - $200,000.

Employment Agreements
Following approval by the Committee, the Company has entered into employment agreements with certain NEOs. As required, the Employment Agreement section herein reflects Employment Agreements asnamed executive officers.The following information summarizes the terms of December 31, 2018. However,these employment agreements.
Ms. Cunningham and Mr. Gibson: The terms of the NEOs did enter into newCompany’s employment agreements with Ms. Cunningham and Mr. Gibson were the Company assame, with the exception of base salary amount. Each agreement was originally entered into on March 1, 2019. A further explanation of the March 1, 2019 employment agreements is discussed at the end of this section.
Employment Agreements as of December 31, 2018
An employmentMs. Cunningham’s agreement was amended and restated on February 5, 2021, in connection with Mr. Bramher promotion to Senior Vice President and CFO to reflect her new title and base salary. Each agreement had a one-year term that was entered intoautomatically extended for an additional year on May 1, 2014 for a two-year term. On each two-yearone-year anniversary of the employment agreement, the term is automatically extended for two additional years,effective date unless the Company or Mr. Bram providesthe executive provided written notice that it or he doesthe executive did not wish to extend the agreement within 90 days of the end of the term.
Employment agreements with Messrs. Loughran, Pennington and Gibson were entered into on January 11, 2016. On each one-year anniversary of the employment agreement, the term is automatically extended for an additional year, unless the Company or the executive provides written notice that it or he does not wish to extend the agreement within 90 days of the end of the term.
The employment agreements for each of Messrs. Bram, Loughran, Pennington and Gibson provide for a base salary, cash incentive and restricted stock incentive to be reviewed by the Committee on an annual basis. The employment agreements also provide that each executive is eligible to participate in any employee benefit plan and programs generally made available to employees.
The employment agreements provideprovided that the executive willwould be entitled to severance payments in the case of death or disability, termination without cause or following a change in control in the form of (1) salary continuation, (2) average cash bonus, (3) health insurance and (4) restricted stock and options vesting. The base salary may be paid in installments or in a lump sum, at the election of the Company. In order to receive the severance, the executive or his beneficiary or estate, mustwas required to execute a release satisfactory to the Company. Please seeEach of Ms. Cunningham and Mr. Gibson received the following table for more information onseverance payments contemplated by their respective employment agreements in connection with the above described severance payments.
termination of their employment during 2021, with the Company electing in each case to make the base salary payments in installments during 2021. Each employment agreement definescontains a changecovenant not to engage, directly or indirectly, in controlcompetition with the Company with respect to occurthe businesses in which it is engaged on the date the executive’s employment is terminated for a period of one year after termination. In addition, each agreement stipulates that the executive may not be employed for a period of one year after his or her termination of employment with any business that was identified as a potential acquisition target during the executive’s tenure with the Company.
Mr. Hutter: The Company entered into an employment agreement with Mr. Hutter on October 26, 2020, with an employment term commencing on November 9, 2020. At his request, Mr. Hutter elected to be compensated primarily in the form of long-term incentive compensation. Pursuant to his agreement, Mr. Hutter received a time-vesting award of fifty thousand (50,000) restricted stock units, with two-thirds of the award vesting on October 26, 2021, and the remaining one-third vesting on April 26, 2022. These restricted stock units were granted in stock. Additionally, he received an award of ninety thousand (90,000) performance stock units or “PSUs”
16

that will vest provided the 30-day volume weighted average price (VWAP) of a share of Company stock equals a specified target level. Fifty thousand (50,000) PSUs will vest if the 30-day VWAP per share equals eight dollars ($8.00) or more on or before October 26, 2023 (Tranche I), and the remaining forty thousand (40,000) will vest if the VWAP per share equals eleven dollars ($11.00) or more on or before October 26, 2023 (Tranche II). The 50,000 Tranche I PSUs vested on January 29, 2021. Mr. Hutter’s employment agreement provides for a base salary of $35,568. He is eligible for bonus compensation at the discretion of the Board of Directors.
For purposes of the employment agreements, a “change in control” means an event that occurs when “(i)(i) any person (as defined in Section 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the CorporationCompany representing more than fifty percent (50%) of the combined voting power of the Corporation’sCompany’s then outstanding securities, or (ii) there is a consummation of a reorganization, merger or consolidation or sale or other disposition of


all or substantially all of the assets of the CorporationCompany (a “Business Combination”),.
Mr. Tam: The Company has not entered into an employment agreement with Mr. Tam, but did provide an offer letter to Mr. Tam stating that in each case, unless, following such Business Combination, allthe event that either Mr. Hutter or substantially allMr. Rosenzweig is no longer a member of the individualsBoard and entities who were the beneficial ownersMr. Tam’semployment is terminated within one (1) year of outstanding voting securitiesMr. Hutter or Mr. Rosenzweig’s departure, Mr. Tam shall receive six (6) months of the Corporation immediately prior to such Business Combination beneficially own, directlyseverance pay at a rate of his then current base salary. The base salary may be paid in installments or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in a lump sum, at the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries). The employment agreements provide forCompany. In order to receive the severance, payment only if in connection with, or within one year after,Mr. Tam will be required to execute a change in control and (a) the Company terminates the executive's employment (other than for cause, as defined in the agreement, and other than due to death or disability) or (b) the executive is not retained in substantially the same or better role and substantially the same or better compensation level as priorrelease satisfactory to the change in control. This approach is commonly referred to as "double-trigger" acceleration upon a change in control.Company.
The employment agreement contains a covenant not to engage, directly or indirectly, in competition with the Company with respect to the businesses in which it is engaged on the date the executive's employment is terminated and for a period of one year after termination of the executive's employment. In addition, each agreement stipulates that the executive may not be employed for a period of one year after his termination of employment with any business that was identified as a potential acquisition target during the executive's tenure with the Company. Each of Messrs. Bram, Loughran, Pennington and Gibson also have agreed not to disclose, at any time during his employment with the Company or thereafter, any of the Company’s confidential information.
Employment Agreement as of March 1, 2019
Effective March 1, 2019, each of Messrs. Bram, Loughran, Pennington and Gibson entered into an updated Employment Agreement with the Company. The terms and conditions of the new Employment Agreements are substantively the same with the exception of NEO severance payments upon a change in control.
Under the March 1, 2019 Employment Agreements, the definition of a change of control did not change, but the "double-trigger" approach to executive severance payments was updated from a one-year period to a two-year period after a change in control. Additionally, upon a triggering event under the "double-trigger" change in control, Mr. Bram would receive 250% of current base salary, 250% of the average of the two most recent bonuses and 24 months of COBRA premiums and immediate vesting of all options and all restricted stock at the target payout level. Upon a triggering event under the "double-trigger" change in control, Messrs. Loughran, Pennington and Gibson would receive 200% of current base salary, 200% of the average of the two most recent bonuses and 24 months of COBRA premiums and immediate vesting of all options and all restricted stock at the target payout level.



The following table shows the potential payments to Messrs. Bram, Loughran, PenningtonHutter and GibsonTam upon termination for the reasons described below, or to their beneficiaries in the event of death.As noted above, each of Ms. Cunningham and Mr. Gibson have already received the severance payments contemplated by their respective employment agreements in connection with the termination of their employment during 2021 and therefore they are not listed in the table below.The amounts shown assume that the employment of each executive was terminated effective December 31, 2018.2021.
Death or DisabilityRetirement
Termination Without Cause (3)
Change in Control (1)
Christopher G. Hutter
Restricted Stock (5)
———$390,000
Aaron M. TamRestricted Stock———$150,000
(1) Upon a triggering event under the “double-trigger” change in control, Mr. Hutter will receive an immediate vesting of all restricted stock and options as severance
(2) Restricted Stock is calculated based on the December 31, 2021, closing stock price of $16.43 per share.
RELATED PARTY TRANSACTIONS
  
Death or Disability (1)
Retirement (2)
Termination Without Cause (3)
Change in Control (4)
Craig C. Bram, President & CEOBase Salary$165,000—
$742,500$990,000
Cash Bonus$568,012—
$422,592$845,184
Stock Options$1,177—
$1,177$1,177
Restricted Stock (5)
$1,588,561—
$1,588,561$1,588,561
Healthcare—
—
$34,062$34,062
Dennis M. Loughran,
SVP & CFO
Base Salary$309,063—
$241,875$322,500
Cash Bonus$264,450—
$114,201$228,402
Stock Options—
—
—
—
Restricted Stock (5)
$664,924—
$394,174$394,174
Healthcare—
—
$21,138$21,138
J. Kyle Pennington,
President, Synalloy Metals
Base Salary$282,708—
$221,250$295,000
Cash Bonus$241,900—
$111,016$222,032
Stock Options$33,129—
$33,129$33,129
Restricted Stock (5)
$586,723—
$586,723$586,723
Healthcare—
—
$14,827$14,827
J. Greg Gibson,
President, Synalloy Chemicals
Base Salary$260,667—
$204,000$272,000
Cash Bonus$135,689—
$44,305$88,610
Stock Options5,160
—
5,160
5,160
Restricted Stock (5)
$541,142—
$541,142$541,142
Healthcare—
—
$21,138$21,138
      
(1) Upon death or disability, Messrs. Bram, Loughran, Pennington and Gibson will receive base salary in the amount of three months or until the anniversary date of the agreement, whichever is greater, the cash incentive for that fiscal year prorated to the date of the executive's death or disability, and immediate vesting of all restricted stock and options.
(2) Upon eligible retirement, all restricted stock and options immediately vest. None of the executives were eligible for retirement as of December 31, 2018.
(3) Upon termination without cause, Mr. Bram will receive 1.5X of current base salary, 1.0X of the average of the two most recent cash bonuses, 24 months of COBRA premiums and immediate vesting of all restricted stock and options as severance.   Messrs. Loughran, Pennington and Gibson will receive 0.75X of current base salary, 0.5X of the average of the two most recent cash bonuses, 12 months of COBRA premiums and immediate vesting of all restricted stock and options as severance.
(4) Upon a triggering event under the "double-trigger" change in control, Mr. Bram will receive 2.0X of current base salary, 2.0X of the average of the two most recent cash bonuses, 24 months of COBRA premiums and immediate vesting of all restricted stock and options as severance.  Upon a triggering event under the "double-trigger" change in control, Messrs. Loughran, Pennington and Gibson will receive 1.0X of current base salary, 1.0X of the average of the two most recent cash bonuses, 12 months of COBRA premiums and immediate vesting of all restricted stock and options as severance.  
(5) Restricted Stock is calculated based on the December 31, 2018 closing stock price of $16.59 per share.



Compensation of Executive Officers
2018 Summary Compensation Table
The following table sets forth summary compensation information for our NEOs forCompany from time-to-time engages in transactions with related parties. The Company’s Board of Directors reviews any related party relationships and approves any significant modifications to any existing related party transactions, as well as any new significant related party transactions.
Expense Reimbursement
During the years indicated:
Name and Principal PositionYearSalaryBonusStock Awards
Option Awards 
Non-Equity Incentive Plan CompensationAll Other CompensationTotal
(a)(b)(c)(d)(e)(f)(g)(i)(j)
Craig C. Bram2018$495,000—$292,500—$568,012$10,800$1,366,312
President & CEO2017$450,000—$255,997—$277,172$10,800$993,969
 2016$380,000—$199,875—$123,000$10,600$713,475
         
Dennis M. Loughran2018$322,500—$138,825—$264,450$10,800$736,575
SVP & CFO2017$308,500—$121,508—$192,355$10,800$633,163
 2016$295,000—$99,563—$75,225$4,921$474,709
         
J. Kyle Pennington2018$295,000—$124,200—$241,900$10,800$671,900
President, Synalloy Metals2017$276,000—$108,701—$202,163$10,800$597,664
 2016$255,000—$86,063—$65,025$10,600$416,688
         
J. Greg Gibson2018$272,000—$117,000—$135,689$19,500$544,189
President, Synalloy Chemicals2017$260,000—$87,764—$41,730$19,500$408,994
 2016$248,000—$83,700—$138,637$19,300$489,637
Stock Awards - The amount in this column representssix months ended June 30, 2020, Privet Fund Management, LLC (“Privet”) and UPG Enterprises, LLC (“UPG”), with an ownership interest of approximately 25% of the aggregate grant date fair value computed in accordanceCompany’s outstanding common shares, filed a proxy statement with FASB ASC Topic 718the Securities and Exchange Commission seeking an election of equity awards made during the year. See Note 9five of its nominees to the Synalloy Board of Directors at the Company’s consolidated financial statements2020 Annual Meeting of Shareholders. At the Annual Meeting held on June 30, 2020, Synalloy shareholders voted to elect three of the five nominees designated by Privet and UPG to serve on Synalloy’s Board of Directors. In May 2021, the Company agreed to reimburse Privet and UPG for up to 90% of its documented out-of-pocket fees and expenses (including legal expenses) incurred related to the proxy contest through the date of the 2020 Annual Meeting. During the third quarter of 2021, the Company paid $0.6 million related to the reimbursement to Privet and UPG.
Sales to Related Parties
The Company’s President and Chief Executive Officer has ownership interests in other entities with which the Company may, from time-to-time, conduct business. During the year ended December 31, 2021, the Company recorded revenue of $31,073 from the sale of product to certain of these entities. During the year ended December 31, 2021, the Company received $40,000 in cash and recognized a loss on disposal of property, plant and equipment of $13,000 from the sale of property, plant and equipment to certain of these entities. The Company had no such transactions for the year ended December 31, 2018, which are included in the Company’s 2018 Annual Report on Form 10-K, for additional disclosure of all assumptions made with respect to the valuation of stock awards.
Non-Equity Incentive Compensation - The amounts reported in Non-Equity Incentive Plan Compensation were paid under the Incentive Plan for the respective year, as more fully described in the CD&A. Amounts reported in this column were earned in the indicated year.
All Other Compensation - The amounts shown in this column represent the Company’s contributions pursuant to the 401(k)/ESOP Plan for the named executives. In addition, Mr. Gibson receives a monthly car allowance.
CEO Pay Ratio - For 2018, the annual total compensation for the median employee identified during 2017 was $57,162; Mr. Bram's 2018 annual total compensation was $1,366,312 and the ratio of these two amounts was 1:24.
SEC rules permit companies to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that significantly impacts the pay ratio disclosure. As we have had no material changes in our organization from 2017, we are employing the same methodology used last year, as described below.
The median employee was identified utilizing 2017 total cash compensation consisting of earnings, bonuses and allowances and annualized for all employees as of December 31, 2017. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.


2018 Grants of Plan-Based Awards2020.
17

NameGrant Date
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
All Other Stock Awards: Number of Shares of Stock or Units (#) (3)
Grant Date Fair Value of Stock and Option Awards (4)
  ThresholdTargetMaximumThresholdTargetMaximum  
(a)(b)(c)(d)(e)(f)(g)(h)(k)(l)
Craig C. Bram         
02/07/2018$74,250$420,750$594,000     
02/07/2018   $73,125$146,250$219,37511,731$292,500
Dennis M. Loughran         
02/07/2018$43,538$209,625$274,125 

  
02/07/2018   $34,706$69,413$104,1195,568$138,825
J. Kyle Pennington         
02/07/2018$39,825$191,750$250,750 

  
02/07/2018 
 $31,050$62,100$93,1504,981$124,200
J. Greg Gibson         
02/07/2018$32,640$155,040$204,000 

  
02/07/2018   $29,250$58,500$87,7504,692$117,000
          


(1) These awards were made pursuant to our 2018 Incentive Plan and were earned upon the achievement of certain performance goals established by the Committee for the fiscal year ended December 31, 2018. For a discussion of these performance goals, see our CD&A section included in this proxy statement. The Committee targeted a payout equal to 85% of base salary for Mr. Bram, 65% of base salary for Mr. Loughran and Mr. Pennington, and 57% of base salary for Mr. Gibson, which would be achieved if 100% of the Performance Metric goal and 80% of the strategic goals were met.

Consequently, the target amounts in this column assume that Mr. Bram earned 85%, Mr. Loughran and Mr. Pennington earned 65%, and Mr. Gibson earned 57% of the maximum potential awards that they could have earned using these annual incentive opportunities.

The threshold amounts assume that the NEOs earned the minimum cash incentive awards required to trigger any level of payout. If Company performance fell below performance goals required to earn the threshold amount, they would not have been entitled to any non-equity incentive plan awards.

Mr. Bram earned 114.7%, Mr. Loughran earned 82.0%, Mr. Pennington earned 82.0%, and Mr. Gibson earned 49.9% of these non-equity incentive plan awards based on our performance during 2018. These annual incentive amounts are also included under “Non-Equity Incentive Compensation” in the Summary Compensation Table.
(2) These amounts represent grants of performance-vesting restricted stock made pursuant to our 2018 Incentive Plan. These restricted shares will be earned over the performance cycle ending December 31, 2020. For a discussion of the other material terms of these awards, see our CD&A section. The Committee targeted payout of restricted shares equivalent to 32.5% of base salary for Mr. Bram and 22.5% of base salary for the other NEOs.
(3) These amounts represent grants of time based restricted shares made under the 2018 Incentive Plan. For a discussion of the material terms of these awards, see our CD&A section.
(4) Full grant date fair value of equity awards computed in accordance with FASB ASC Topic 718.

Lease Agreement

Outstanding Equity Awards at Fiscal Year End 2017
The following table sets forth information about stock options and restricted stock awards outstanding at the end of 2018 for each of our NEOs. No other stock awards were outstanding at December 31, 2018.
 Option AwardsStock Awards
Name
Number of Securities Underlying Unexercised Options (#)/ Exercisable (1)
Number of Securities Underlying Unexercised Options (#)/ Unexercisable (1)
Option Exercise PriceOption Expiration Date
Number of Shares or Units of Stock That Have Not Vested (2) 
Market Value of Shares or Units of Stock That Have Not Vested (4) 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4)
(a)(b)(c)(e)(f)(g)(h)(i)(j)
Craig C. Bram—
2,030
$16.0102/10/2025
56,636
$939,59119,557
$324,451
         
Dennis M. Loughran—
—
—
—
20,870
$346,2339,604
$159,330
         
J. Kyle Pennington1,573
1,050
$16.0102/10/2025
18,593
$308,4588,385
$139,107
 4,051
—
$13.7002/7/2023
    
 3,914
—
$11.3452/9/2022
    
         
J. Greg Gibson1,255
837
$16.0102/10/2025
16,458
$273,0388,079
$134,031
 2,719
679
$14.7602/20/2024
    
 
(1) Includes stock options granted on February 9, 2012, February 20, 2014 and February 10, 2015, all of which vest in 20% increments annually, beginning one year after date of grant.
(2) Includes restricted stock awards granted on February 16, 2016 which vest in 20% increments annually, beginning one year after date of grant and restricted stock awards granted on May 5, 2017, February 8, 2017 and February 7, 2018 which vest in 33.3% increments annually, beginning one year after date of grant. Stock awards are subject to the recipients continuing to be employed by the Company and other conditions described under "Equity Plans - Stock Awards Plan."
(3) These represent the performance based restricted shares granted in 2016, 2017 and 2018, the earn out of which is based on achievement of a three-year Performance Metric target. Shares will be earned, if at all, for the period ending December 31, 2018, December 31, 2019 and December 31, 2020. In accordance with SEC rules, the number of shares included in this table is based on a threshold level of payout.
(4) Based on the December 31, 2018 closing stock price of $16.59 per share.

2018 Option Exercises and Stock Vested
The following table sets forth information about options exercised and restricted stock awards that vested in 2018.
  Option AwardsStock Awards
Name Number of shares acquired on exerciseValue realized on exerciseNumber of Shares Acquired on Vesting
Value Realized on Vesting(1)
(a) (b)(c)(d)(e)
Craig C. Bram 74,862
$752,34319,469
$325,194
Dennis M. Loughran —
—
6,966
$105,531
J. Kyle Pennington —
—
6,108
$92,380
J. Greg Gibson —
—
5,878
$89,008
(1) Based on the market value of the shares on the exercise or vesting date.



Equity Plans
Stock Option Plan
The Company currently has one stock option plan, the 2011 Long-Term Incentive Stock Option Plan (the "2011 Option Plan"), approved at the 2011 Annual Meeting of Shareholders. Options may be exercised beginning one year after the date granted at the rate of 20% annually on a cumulative basis; however, in no event shall an option be exercisable more than ten years after the date of grant. In the event that (a) all or substantially all of the assets or Common Stock ofOn August 30, 2021, the Company (orentered into a subsidiary or division of the Company in which employee is employed) are sold tothirty-eight month operating lease agreement for office space with an entity not affiliated with the Company’s President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company (b)will pay a merger or share exchangebase rent in the first year of the agreement of $5,364 monthly with an unaffiliated party occursannual increase in October each year of 2.5% through the term of the agreement. During the year ended December 31, 2021, the Company recognized $0.2 million of right-of-use assets in exchange for new operating lease liabilities and incurred $23,220 in rent expense associated with this lease agreement.
Shared Services Agreement
In September 2021, the Company entered into a shared services agreement (the “Shared Services Agreement”) with UPG, an entity that has an ownership interest of approximately 8% of the Company’s outstanding common shares and an entity in which the Company is not the surviving entity, or (c) a similar sale or exchange transaction occurs, which in the Committee’s sole discretion justifiesCompany’s President and Chief Executive Officer has an exercise right, an option holder may exercise, in additionownership interest. Pursuant to the above, 100% of the options not otherwise exercisable because of the holding period requirement, subject to the limitation that in no event shall incentive stock options under this and all other option plans ofagreement, UPG provides the Company havingwith certain corporate functions, including human resources and information technology services. The Shared Services Agreement has an aggregate fair market value in excess of $100,000 at the dates of grant become exercisable by an optionee for the first time during a calendar year. The exercise price for options granted under the 2011 Option Plan is equal to 100% of the fair market value on the date the option is granted. The option grant price is determined by averaging the high and low sales prices for the Company’s Common Stock for the day prior to the option grant date as reported by the Nasdaq Global Market. If one of the events described in (a), (b) or (c) above had occurred as of December 31, 2018, all of the stock options shown in the "Number of Securities Underlying Unexercised Options/Unexercisable" column of the Outstanding Equity Awards at Fiscal Year End 2018 table would have vested immediately.
On February 10, 2015, the Board amended the 2011 Option Plan to allow former employees who cease to be employees of the Company as a result of normal retirement, early retirement or disability retirement, to exercise any outstanding options at any time after the date on which he or she ceased to be an employee, but not later than the end of the fixedindefinite term, of the option and no earlier than one year from the date the option was granted. In the case of death, the option may be exercised by the holder's estate, a person who acquiredwith either party having the right to exerciseterminate any or all services with 30 days’ prior written notice. Charges allocated to the option by bequest or inheritance, or his or her attorney-in-fact, as appropriate, at any time afterCompany are based on the holder's death, but not later than the endCompany’s actual use of the fixed term of the option. Otherwise, options can only be exercised by an employee who has beenspecific services detailed in the continuous employmentShared Services Agreement at a rate of $145 per hour. The Company will also pay or reimburse UPG for all out-of-pocket fees and expenses incurred by UPG in connection with the rendering of services under the Shared Services Agreement including, (i) reasonable fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants and (ii) travel expenses or similar expenses not associated with UPG’s ordinary operations. During the year ended December 31, 2021, the Company since the date the option was granted. Options granted under the 2011 Option Plan to an employee shall not be transferable except by will or the lawsincurred $2,320 of descent and distribution.
At March 20, 2019, there were a total of 59,096 shares underlying outstanding options and 48,759 shares underlying exercisable options under the 2011 Option Plan. There were 152,028 shares available for grant under the 2011 Option Plan as of March 20, 2019.
Stock Awards Plans
The 2015 Stock Plan, approved by shareholders at the 2015 Annual Meeting of Shareholders and amended by the Board of Directors and the shareholders at the 2018 Annual Meeting of Shareholders, authorizes the issuance of up to 500,000 shares which can be awarded for a period of ten years from the effective date of the plan. On February 16, 2017, the Board of Directors amended the 2015 Stock Plan to enable the Compensation & Long-Term Incentive Committee to establish vesting schedules as it administers the plan, generally over three or five years. In order for the awards to vest, the employee must be in the continuous employment of the Company or a subsidiary since the date of the awards, except as the result of an employee's retirement (minimum age of 62), death or permanent disability, upon which event any portion of a stock award that has not vested with the Company will become 100% vested. Otherwise, any portion of a stock award that has not vested priorexpense related to the termination of an employee's employment with the Company for any other reason shall be automatically cancelled. Vesting of the total number of unvested shares will occur in the event that there is either (i) the acquisition of more than 50% of the outstanding voting securities of the Company or a subsidiary or division of the Company in which the employee is employed (calculated on a fully diluted basis) by any person during any consecutive 12-month period of time; or (ii) the sale of more than 50% in value of the assets of the Company over any consecutive 12-month period of time. At March 20, 2019, awards for 293,895 shares have been granted under the 2015 Stock Plan.Shared Service Agreement.
The 2005 Stock Awards Plan ("2005 Stock Plan), approved by shareholders at the 2005 Annual Meeting of Shareholders, and amended by the Board of Directors effective at its February 2008 and November 2014 meetings, authorized the issuance of up to 300,000 shares which could be awarded for a period of ten years from the effective date of the plan. The 2005 Stock Plan expired on February 3, 2015 at which time no further grants could be awarded. There are outstanding awards under the 2005 Stock Plan that will vest over the next year. Stock awards vest in 20% increments annually, beginning one year after the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company or a subsidiary since the date of the awards, except as the result of an employee's retirement (minimum age of 62), death or permanent disability, in which case any portion of a stock award that has not vested with the Company will become 100% vested. Otherwise, any portion of a stock


award that has not vested prior to the termination of an employee's employment with the Company for any other reason shall be automatically cancelled. Vesting of up to 100% of the total number of unvested shares will occur in the event that there is either (i) the acquisition of more than 50% of the outstanding voting securities of the Company or a subsidiary or division of the Company in which the employee is employed (calculated on a fully diluted basis) by any person during any consecutive 12-month period of time; or (ii) the sale of more than 50% in value of the assets of the Company over any consecutive 12-month period of time. The Company may also terminate any portion of an award that has not vested upon an employee’s failure to comply with all conditions of the award or the plan. If one of the events described in (i) or (ii) above had occurred as of December 31, 2018, 100% of the restricted shares shown in the "Number of Shares or Units of Stock That Have Not Vested" column of the Outstanding Equity Awards at Fiscal Year End 2018 table would have vested immediately.
Shares relating to awards that have not yet vested are reserved for issuance by the Company and an employee is not entitled to any voting or dividend rights with respect to any such shares. Share awards that have not vested are not transferable.
Retirement Plans
401(k)/ESOP Plan
The Company sponsors a 401(k) Employee Stock Ownership Plan (the "401(k)/ESOP Plan"). All employees (except those employees who are entitled to participate in union-sponsored plans) who are 21 years or older are automatically enrolled at a pre-determined percentage following 60 days of full-time employment with the Company or any subsidiary. Employees may choose to opt out or elect to change the default deferral rate. Employees are eligible to receive a matching contribution in the month following their one-year anniversary.
Employees are permitted to contribute up to 100% of earnings not to exceed a dollar amount set by the Internal Revenue Service through payroll deduction on a pre-tax basis or after-tax basis through a Roth 401(k). Employees are permitted to change the election daily and can revoke the election at any time. Employee contributions are 100% vested at all times. An employee can invest his contribution in any of the investment funds offered; however, employee contributions cannot be invested in the Company's Common Stock.
Prior to January 1, 2016, all Company contributions were invested in Company stock. Effective January 1, 2016, Company contributions are invested in accordance with employee elections for individual contributions, and the ESOP portion of the 401(k)/ESOP Plan is frozen. For each plan year, the Company contributes on behalf of each eligible participant a discretionary matching contribution equal to a percentage determined annually by the Board of Directors.
For 2018 and 2017, the maximum matching contribution was 4%. The matching contribution is allocated within 15 days of each pay period. In addition to the matching contribution, the Company may make a discretionary contribution which shall be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions have been made to the 401(k)/ESOP Plan.
Distributions are not permitted before age 59 1/2 except in the event of death, disability, termination of employment or reason of proved financial hardship as defined according to Internal Revenue Service guidelines. The 401(k)/ESOP Plan provides for payment of the participant’s account balance upon death, disability or retirement in the form of cash or shares of the Company's Common Stock or both. If employment terminates for reasons other than retirement, disability or death (e.g. resignation or termination by the Company), any discretionary portion of a participant’s account balance will vest as follows: less than three years’ service - 0% vested; three or more years - 100% vested.
Unvested amounts are forfeited and allocated to participants eligible to participate for a plan year. The 401(k)/ESOP Plan permits rollovers from qualified plans at the discretion of the Company. The 401(k)/ESOP Plan is permitted to borrow money to purchase shares of the Company's Common Stock. All shares of the Company's Common Stock acquired by the 401(k)/ESOP Plan with the proceeds of a loan are maintained in a suspense account and are withdrawn and shares are allocated to participant’s accounts as the loan is paid. As a participant in the 401(k)/ESOP Plan, any employee may direct the trustee to vote shares allocated to his or her account in accordance with the employee's wishes.
All 401(k)/ESOP Plan assets are held by an independent trustee. The trustee invests all assets and makes payment of 401(k)/ESOP Plan benefits. The 401(k)/ESOP Plan is managed and administered by an independent administrator and a Pension Committee comprised of the corporate officers of the Company. Expenses incurred for the administration of the 401(k)/ESOP Plan are paid by the Company. The 401(k)/ESOP Plan reserves to the Board of Directors of the Company the right to amend the 401(k)/ESOP Plan in any manner or terminate the 401(k)/ESOP Plan at any time. The 401(k)/ESOP Plan may be amended to preserve the qualification of the 401(k)/ESOP Plan under the applicable provisions of the Internal Revenue Code of 1986, as amended from time to time. For 2018, the Company’s total matching contribution was $694,795.


COMPENSATION COMMITTEE REPORT
The Compensation & Long-Term Incentive Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Further, the Compensation & Long-Term Incentive Committee considered and took into account the 2018 shareholder vote on executive compensation. Based on such review, discussion and consideration of the 2018 shareholder vote, the Compensation & Long-Term Incentive Committee recommended to our Board of Directors that the "Compensation Discussion and Analysis" be included in our 2018 Annual Report on Form 10-K and in this Proxy Statement.
The Compensation & Long-Term Incentive Committee
Henry L. Guy, Chair
Susan S. Gayner
Amy J. Michtich
James W. Terry, Jr.



PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our Board is committed to a compensation philosophy and program that promotes our ability to attract, retain and motivate individuals who can achieve superior financial results. As part of that commitment, and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"“Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, shareholders are being asked to approve, in an advisory non-binding resolution, the compensation of our NEOs as disclosed in this Proxy Statement. This proposal is our "say-on-pay"“say-on-pay” proposal. The Company's current policy provides for an annual advisory vote on executive compensation. It gives you the opportunity to let us know how you view the overall compensation of our NEOs, and the policies and practices described in this Proxy Statement. It is not intended to address any specific item of compensation. In considering how to vote on this proposal, we encourage you to review all the relevant information in this Proxy Statement - our CD&A (including its executive summary), the compensation tables and the rest of the narrative disclosuresother related materials regarding our executive compensation program. Your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of the NEOs.
Because your vote is advisory, it is non-binding on our Board; however, our Board will take into account the outcome of the vote on the say-on-pay proposal when considering future compensation arrangements. We invite shareholders who wish to communicate with our Board on executive compensation or any other matters to contact us as provided under "Corporate Governance - Shareholder Communications with Directors."
Accordingly, in compliance with the Dodd-Frank Act, we ask you to approve the following resolution:
"RESOLVED, that the shareholders of Synalloy Corporation approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative discussionthe related materials regarding the Company's executive compensation in the Company’s 20192021 Proxy Statement."
Vote Required
A majority of the votes castshares present and eligible to vote at the Annual Meeting of Shareholders must vote "FOR"“FOR” Proposal 2 to approve on anthe advisory non-binding basis,vote on the compensation of our named executive officers. The enclosed form of proxy provides a means for you to vote "For," "Against"“For,” “Against” or to "Abstain"“Abstain” on this proposal. Each properly executed proxy received in time for the Annual Meeting will be voted as specified therein. Abstentions and broker non-votes will have nothe effect on the outcome of the vote onvotes against this proposal.
Board Recommendation
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL ON ANOF THE ADVISORY BASIS, OFVOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL 3 - PROPOSAL TO APPROVE THE 2022 OMNIBUS EQUITY INCENTIVE PLAN (Vote Required)
A majority of the shares present and eligible to vote at the Annual Meeting of Shareholders must vote “FOR” Proposal 3 to approve 2022 Omnibus Equity Incentive Plan. The enclosed form of proxy provides a means for you to vote “For,” “Against” or to “Abstain” on this proposal. Each properly executed proxy received in time for the Annual Meeting will be voted as specified therein. Abstentions and broker non-votes will the effect of a vote against this proposal.
Introduction
On April 25, 2022, the Board of Directors approved, upon the recommendation of the Compensation Committee but subject to stockholder approval, adoption of the Synalloy Corporation 2022 Omnibus Equity Incentive Plan (the “Plan”) and directed that the Plan be submitted for approval by our stockholders at our 2022 Annual Meeting of Stockholders. The full text of the Plan is set forth in Exhibit A to this proxy statement. The following summary description is qualified in its entirety by reference to the full text of the Plan.

Background of the Proposal to Approve the Plan
In considering whether to propose adoption of the Plan, including the number of shares to be covered thereby, the Board of Directors considered many factors, including the following:
•Compensation Philosophy - The Board views equity awards as a key component of our compensation program and believes that use of equity awards helps align the interests of employees, directors, and other persons who provide substantial services to us and our subsidiaries with those of our stockholders and motivate such individuals to make sound business decisions focused on long-term stockholder value creation.
•Pool of Shares Available for Awards - The Plan contemplates a pool of shares available for awards equal to 750,000 shares of common stock, subject to the share recycling terms and conditions set forth in the Plan.In establishing such number, the Board evaluated, among other things, the value of our common stock, outstanding and potential plan awards in relation to our total shares issued and outstanding and the market capitalization of the Company, and historic and anticipated grant practices. Upon approval of the Plan by our stockholders, the Company will cease granting new awards under the 2015 Stock Awards Plan, pursuant to which there are currently 693,272 shares of stock that remain authorized for issuance. In establishing the number of shares available for grant under the Plan, the Board also thus took into account the termination of additional grants under the 2015 Stock Awards Plan, and that in effect the shares available thereunder would be transferred from such old plan to the Plan.
•Inclusion of Best Practices - The Plan incorporates certain current best practices in compensation governance such as:
◦No In-the-Money Option or Stock Appreciation Right Grants - The Plan prohibits the grant of options or stock appreciation rights with an exercise price less than the fair market value of our common stock on the date of grant;
◦No Repricing Without Stockholder Approval - Repricing of stock options and stock appreciation rights is prohibited under the Plan except (i) if stockholder approval is obtained or (ii) in connection with certain “corporate events” as defined in the Plan, including a stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction;
◦Clawback Provision - Awards granted under the Plan will be subject to clawback on the terms of any clawback policy adopted by the Board of Directors or administrator of the Plan, including any clawback policy adopted in response to the SEC or stock exchange rules.Any such policy may subject awards and shares or amounts paid or realized with respect to awards to reduction, cancellation, forfeiture or recoupment if certain specified events or wrongful conduct occur; and
◦Forfeiture and Recoupment of Awards – Awards granted under the Plan will be subject to generally applicable policies as to forfeiture and recoupment as may be adopted from time to time by the Board or administrator of the Plan.Participants must forfeit and disgorge to the Company any awards granted or vested and any gains earned or accrued due to the exercise of options or stock appreciation rights or the sale of any common stock to the extent required by applicable law or as required by applicable stock exchange rules.
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•Expected Duration - The Board of Directors expects that if the Plan is approved by our stockholders, the shares available for future awards will be sufficient for currently anticipated needs for approximately three years. Expectations regarding future share usage under the Plan are based on a number of assumptions such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the Plan reserve upon theirexpiration, forfeiture or cash settlement, and the future performance of our stock price. While the Board of Directors believes that the assumptions it used are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the assumptions utilized.

Purpose of the Plan
The purpose of the Plan is to attract, retain, motivate and reward our qualified employees, directors, and consultants whose present and potential contributions to us and our subsidiaries are of importance, by providing the opportunity to acquire and maintain awards.We believe that the Plan will encourage long-term service, recognize individual contributions and reward achievement of Company goals, and will promote the creation of long-term value for stockholders by closely aligning the interests of Plan participants with those of stockholders.

Administration
The Plan will be administered by the Board or any committee of the Board so designated to administer the Plan (the “Administrator”).The Administrator has authority to determine (among other things) to whom awards will be granted, the value of shares under the Plan, the type, form, and number of awards, and vesting, acceleration, restrictions, limitations, form of payment and terms and conditions applicable to awards.The Administrator may also suspend or accelerate award vesting or waive award restrictions.

The Administrator is authorized to prescribe, amend and rescind rules and regulations relating to the Plan, to interpret and reconcile inconsistencies or omissions relating to the Plan and award terms, and to make all decisions and determinations under the Plan. The Administrator may authorize any person to execute documents in relation to the Plan on its behalf and may delegate its authorities and powers to officers and directors subject to certain conditions and application of applicable Delaware Law.

The Administrator has authority, with respect to non-U.S. jurisdictions, to determine which of our affiliates are covered by the Plan, to determine which individuals outside of the U.S. are eligible for the Plan, to modify the terms and conditions of awards to comply with foreign laws or listing requirements, to establish sub-plans and modify exercise procedures to the extent necessary or advisable (subject to certain limitations),and to take any action it deems advisable to comply with applicable governmental regulatory exemptions or approval or listing requirements of any foreign securities exchange.

Eligibility
Any individual classified as an employee by us or one of our subsidiaries and consultants and directors are eligible to participate in the Plan. Only employees are eligible to receive Incentive Stock Options (defined below).

Number of shares Available for Issuance
The aggregate number of shares which may be issued under the Plan is equal to 750,000. The shares issued under the Plan may be authorized but unissued or reacquired Company common stock, including shares purchased by the Company on the open market for purposes of the Plan.

Upon exercise, settlement or conversion of any award, the number of shares subject to the award (less the shares actually issued in connection with the exercise, settlement or conversion) will be again available for grant under the Plan. Additionally, shares associated with awards that are forfeited, canceled, expired or otherwise terminated and shares that are withheld to satisfy tax withholding obligations will be again available for grant under the Plan. Awards which the Administrator reasonably determine will be settled in cash will not reduce the maximum number of shares which may be issued under the Plan. Shares or awards that are issued in assumption of or in substitution for any outstanding awards will not count against the shares available for grant under the Plan.The Administrator may adopt reasonable counting procedures to ensure appropriate counting of shares and may make adjustments if the number of shares actually delivered differs from the number of shares previously counted in connection with an award.

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Authority to Amend Awards and Shares; Corporate Events
In the event of a stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Company common stock, the Administrator is authorized to adjust the number of shares available for issuance under the Plan and the number, class and option price or base price of any outstanding awards (as applicable), make substitutions, revisions or other provisions and take such other actions as it determines to be equitable. In the event of certain “corporate events” as defined in the Plan, the Administrator has authority to change the number of shares or other securities covered by outstanding awards, the prices specified in such awards, the securities, cash or other property to be received upon award exercise, settlement or conversion of such awards, and any applicable performance goals.Unless approved in advance by a majority of shares entitled to vote generally in the election of our directors or as a result of a corporate event, the Administrator does not have authority to reduce the exercise price of any outstanding option or base price of any outstanding stock appreciation rights.

General Terms of Awards
Award Agreements. Each award will be evidenced by an agreement setting the terms, conditions, restrictions and/or limitations applicable to an award, in addition to and not inconsistent with those set forth in the Plan, as the Administrator may deem equitable and in the best interests of the Company and its subsidiaries.Awards may be granted either alone or in tandem, in the discretion of the Administrator.

Vesting and Term. Each agreement will set forth the period until the award is scheduled to expire. The Administrator may determine the vesting conditions of awards.

Transferability. Unless otherwise approved by the Administrator, no award will be liable for the debts, contracts or engagements of a Plan participant or his or her successors, nor will it be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means or by operation of law, judgment, levy, attachment, garnishment or any other legal or equitable proceedings; provided, however, that awards may be transferred by will or by the applicable laws of descent and distribution or, with the prior approval of the Company’s General Counsel or the Administrator, estate planning transfers. The Administrator may set forth additional restrictions on the transferability of shares issued upon exercise of options and stock appreciation rights as it deems appropriate.Each participant may designate a beneficiary to exercise any award or receive payment under any award payable on or after the participant’s death.

Termination of Service. Subject to certain exceptions, unvested awards granted under the Plan are forfeited upon a participant’s termination of employment or service for any reason, unless otherwise provided in the applicable award agreement.

Stockholder Rights.Unless otherwise provided, the holder of an award is not entitled to the rights or privileges of a stockholder with respect to such award unless and until the associated shares have been issued to such holder.

Section 409A.If the Administrator determines that any award may be subject to Section 409A of the Internal Revenue Code and related regulations under such section (“Section 409A”), the Administrator may adopt amendments to the Plan and applicable award agreement or other policies and procedures determined by the Administrator as necessary to exempt the award from Section 409A, comply with Section 409A, or comply with any correction procedures available under Section 409A.

Types of Awards
The types of awards that may be granted under the Plan include stock option awards, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance shares, performance units, deferred share units, cash awards, and dividend equivalents. The Administrator also has the discretion to grant other types of equity-based or equity-related awards, as long as they are evidenced by an award agreement. In addition to the general terms of all the awards, as described above, the basic characteristics of the awards that may be granted under the Plan are as follows:

Stock Option Awards. A stock option award is an option to purchase Company common stock.Stock option awards vest and become exercisable according to the terms of the agreement (unless sooner accelerated by the Administrator), but in no event will an option become exercisable after the expiration of 10 years from the grant date (5 years for certain Incentive Stock Options). Award agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such options as “incentive stock options” under Section 422 of the Code. Non-Qualified Stock Options are stock option awards that do not meet the requirements of Incentive Stock Options, as described below. The exercise price will be determined by the Administrator and may not be less than the fair market value of a share of common stock on the grant date. The exercise price is payable in full at the time of
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exercise and may be paid in cash, cash equivalents, shares or other awards under the Plan or other Company plans, other property, or any other legal consideration the Administrator deems appropriate.

A participant may not receive an Incentive Stock Option under the Plan if, immediately after the grant of the award, the participant would own shares with more than 10% of the total combined voting power of all classes of stock of the Company or a parent or subsidiary corporation of the Company, subject to certain exceptions. If a Participant makes any disposition of shares issued pursuant to an Incentive Stock Option under circumstances that would constitute a disqualifying disposition, the Participant shall notify the Company of such disposition within the time provided to do so in the applicable award agreement.

Stock Appreciation Rights. A stock appreciation right is a right to receive payment in cash and/or shares equal to the product of (i) the excess, if any, of the fair market value of one share on the date of exercise over a specified price that will not be less than 100% of the fair market value of one share on the grant date, multiplied by (ii) a stated number of shares. Stock appreciation rights vest and become exercisable according to the terms of the award agreement (unless sooner accelerated by the Administrator), but in no event will stock appreciation rights be exercisable after the expiration of 10 years from the grant date.Stock appreciation rights granted in tandem with stock option awards become vested and exercisable on the same date or dates as such stock option awards and may only be exercised upon surrender of the right to exercise such stock option awards for an equivalent number of shares and only with respect to the shares for which the related stock option awards are then exercisable.The agreement may provide for a limitation upon the amount or percentage of total appreciation on which payment may be made upon exercise.

Restricted Stock Awards.Restricted stock awards are stock awards subject to restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose. These restrictions may lapse separately or in combination at such times, in such installments, as the Administrator determines. Restricted stock awards may be evidenced in such manner as the Administrator shall determine. The Administrator may allow or require a restricted stock award recipient to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock, applied to the purchase of additional awards, or deferred without interest to the date of vesting of the restricted stock award. Unless otherwise determined by the Administrator, shares distributed in connection with a stock split or stock dividend and other property distributed as a dividend will be subject to restrictions and risk of forfeiture to the same extent as the restricted stock award.

Restricted Stock Units. Restricted stock unit awards are a right to receive shares, cash or a combination of cash and shares at the end of a specified period (which may or may not be coterminous with the vesting schedule of the underlying award). The Administrator will set the terms and conditions and specific dates of vesting for restricted stock units in its discretion. Unless otherwise provided in an award agreement, on the settlement date, the Company will transfer to the participant a number of shares equal to the number of restricted stock units or cash in an amount equal to the fair market value of the specified number of shares equal to the number of restricted stock units, or a combination thereof, as determined by the Administrator. The Administrator will specify the purchase price, if any, to be paid by the restricted stock unit award recipient for any shares that are issued.

Performance Shares and Performance Units. A Performance share is a contractual right to receive a share (or the cash equivalent of the share) upon achievement, in whole or in part, of certain performance goals set by the Administrator. Performance units are a U.S. Dollar denominated unit payable on the achievement, in whole or in part, of applicable performance goals set by the Administrator.The Administrator will specify the performance period for achievement of performance goals and may impose, as a vesting condition, completion of a minimum period of service. After the end of a performance cycle, the Administrator will determine the number of performance shares, other performance awards, and the number and value of performance units or the amount of any cash entitlement that has been earned or vested. The Administrator has the right, in its absolute discretion, to reduce or eliminate the amount otherwise payable to an award recipient based on individual performance or any other factors that the Administrator deems appropriate.

Deferred Share Units.Deferred share unit awards allow for the credit to a notational account of a hypothetical unit which represents the right to receive a share of Company stock or cash equal to the fair market value thereof on settlement of the account. No shares are issued at the time of grant. Unless otherwise provided by the Administrator, deferred share unit awards are fully vested and nonforfeitable when granted. Deferred share units are settled in cash or in shares or any combination of cash and shares on the date specified in the award agreement.

Cash Awards and Dividend Equivalents.The Administrator may grant awards denominated in cash on a free-standing basis or as an element of, a supplement to, or in lieu of any other awards under the plan in such amounts and subject to other terms as the Administrator in its discretion determines to be appropriate. The Administrator may grant dividend equivalents in tandem with other awards or as freestanding awards.Dividend equivalents may be subject to vesting conditions as determined by the Administrator.Dividend equivalents granted in connection with other awards do not vest until the connected awards vest and dividend equivalents are forfeited if the connected awards are forfeited.
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Effect of a Change in Control
Unless otherwise provided in an award agreement or determined by the Administrator prior to the occurrence of a change in control (as defined in the Plan), upon a change in control, each outstanding award that is not yet fully exercisable or vested (and certain vested awards, as determined by the Administrator), will not be accelerated or cancelled if the Administrator determines that such awards will be honored or assumed or that new rights will be substituted for such awards (“Alternative Awards”) following the change in control.The Alternative Awards must give participants rights and entitlements substantially equivalent to or better than the rights and terms applicable to the original awards and provide for certain vesting with respect to service-based or performance-based vesting requirements if the participant’s employment is terminated without cause or for good reason within twelve months of the change in control.The Administrator may modify or impose certain new performance-based vesting requirements on performance-based awards to the extent that they no longer operate as intended in connection with a change in control.

If the shares provided under Alternative Awards are not publicly traded, (1) the acquisition, holding and disposition of such shares may be subject to terms and conditions established by the Administrator and (2) the Company or our acquirer in a change in control will be required to repurchase any Alternative Awards or underlying shares following termination of employment (other than for Cause or other circumstances resulting in forfeiture of the Alternative Awards) for cash or marketable securities equal to the fair market value of the shares underlying the Alternative Awards on the effective date of termination.

If the Administrator determines that no Alternative Awards will or should be provided in connection with a change in control, unless otherwise provided in the applicable award agreement: each unvested award (other than performance awards and freestanding dividend equivalents) will immediately become exercisable or vested; outstanding option and stock appreciation rights awards will be canceled in exchange for payment equal to the excess of the change in control price (as defined in the Plan) over the applicable option price or stock appreciation right base price; shares underlying restricted stock, restricted stock units, performance shares and performance units and other stock-based awards that are vested will be issued, unless the Administrator otherwise settles such awards in cash pursuant to the Plan; outstanding performance awards will be cancelled (unless otherwise determined by the Administrator or set forth in the applicable award agreement); and freestanding dividend equivalent awards will be cancelled without payment.

To the extent that any portion of the amount paid by an acquirer in connection with a change in control is other than cash or is paid other than at the time of the change in control, the award holders will receive the same value in respect of their awards as is received by our stockholders in respect of their common stock, and the Administrator will determine the extent to which such value will be paid in cash, securities or other property, or in a combination of cash and securities or other property.

Duration, Amendment and Termination
The Administrator may modify, suspend or terminate the Plan at any time except that approval of the majority of the shares entitled to vote at a duly constituted meeting of shareholders is required to increase the number of shares under the Plan (subject to certain exceptions), modify the class of persons eligible to participate in the Plan, modify the prohibition regarding repricing under the Plan, and materially modify the Plan in a manner that would require shareholder approval, under applicable law. No amendment, suspension or termination may adversely alter or impair any rights or obligations under an award without the consent of the award holder. Subject to stockholder approval, the Plan will be effective and continue in effect unless sooner terminated until the day immediately preceding the tenth anniversary of the effective date of the Plan.

Federal Tax Considerations
The following summary sets forth the tax events generally expected for United States citizens under current United States federal income tax laws in connection with awards under the Plan.

Incentive Stock Options. A recipient will realize no taxable income, and we will not be entitled to any related deduction, at the time an incentive stock option is granted under the Plan. If certain statutory employment and holding period conditions are satisfied before the recipient disposes of shares acquired pursuant to the exercise of such an option, then no taxable income will result upon the exercise of such option, and we will not be entitled to any deduction in connection with such exercise. Upon disposition of the shares after expiration of the statutory holding periods, any gain or loss realized by a recipient will be a long-term capital gain or loss. We will not be entitled to a deduction with respect to a disposition of the shares by a recipient after the expiration of the statutory holding periods.

Except in the event of death, if shares acquired by a recipient upon the exercise of an incentive stock option are disposed of by such recipient before the expiration of the statutory holding periods (a “disqualifying disposition”), such recipient will be considered to have realized as compensation, taxable as ordinary income in the year of disposition, an amount, not exceeding the gain realized on such disposition, equal to the difference between the exercise price and the fair market value of the shares on the date of exercise of
23

the option. We will be entitled to a deduction at the same time and in the same amount as the recipient is deemed to have realized ordinary income. Any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. Such capital gain or loss will be long-term or short-term based upon how long the shares were held. If the recipient pays the option price with shares that were originally acquired pursuant to the exercise of an incentive stock option and the statutory holding periods for such shares have not been met, the recipient will be treated as having made a disqualifying disposition of such shares, and the tax consequence of such disqualifying disposition will be as described above.

The foregoing discussion applies only for regular tax purposes. For alternative minimum tax purposes, an incentive stock option will be generally treated as if it were a non-qualified stock option, the tax consequences of which are discussed below.

Non-Qualified Stock Options. A recipient will realize no taxable income, and we will not be entitled to any related deduction, at the time a non-qualified stock option is granted under the Plan. At the time of exercise of a non-qualified stock option, the recipient will realize ordinary income, and we will be entitled to a deduction, equal to the excess of the fair market value of the stock on the date of exercise over the option price. A recipient’s tax basis in the shares received upon exercise of a non-qualified stock option will be its fair market value on the date of exercise. Upon disposition of the shares, the difference between any amount realized by the recipient and the recipient’s tax basis in the shares disposed will be taxed as a capital gain or loss, long-term or short-term, based upon how long the shares are held.

Stock Appreciation Rights; Performance Shares and Performance Units. Generally: (a) the recipient will not realize income upon the grant of a stock appreciation right, performance shares or performance unit award; (b) the recipient will realize ordinary income, and we will be entitled to a corresponding deduction, in the year cash or shares of common stock are delivered to the recipient upon exercise of a stock appreciation right or in payment of the performance shares or performance unit award; and (c) the amount of such ordinary income, and our deduction will be the amount of cash received plus the fair market value of the shares of common stock received on the date of issuance. The federal income tax consequences of a disposition of unrestricted shares received by the recipient upon exercise of a stock appreciation right or in payment of a performance share or performance unit award are the same as described below with respect to a disposition of unrestricted shares.

Restricted Stock; Restricted Stock Units. For restricted stock, unless the recipient files an election to be taxed under Section 83(b) of the Code: (a) the recipient will not realize income upon the grant of restricted stock; (b) the recipient will realize ordinary income, and we will be entitled to a corresponding deduction, when the restrictions have been removed or expire; and (c) the amount of such ordinary income and deduction will be the fair market value of the restricted stock on the date the restrictions are removed or expire. If the recipient files an election to be taxed under Section 83(b) of the Code, the recipient will generally realize ordinary income, and we will be entitled to a corresponding deduction, equal to the fair market value of the restricted stock (determined without regard to any restrictions that may lapse) as of the date of grant and the later removal or expiration of the restrictions will have no tax consequences.

When the recipient disposes of restricted stock, the difference between the amount received upon such disposition and the amount the recipient realized as ordinary income (the recipient’s basis) will be treated as a capital gain or loss, long-term or short-term, based upon how long the shares have been held. A recipient’s holding period for restricted stock will begin when the restrictions are removed or expire or, if an election was made under Section 83(b) of the Code, the date of grant of the restricted stock.

Deferred Share Unit Awards. Recipients of deferred unit awards will not realize ordinary income upon grant of the award.The recipient will recognize income, and we will be entitled to a corresponding deduction, at the time of payment of the award in accordance with Section 409A of the Code. The amount that must be included in income is the value of the cash or shares received on the date of payment.

Dividend Equivalents and Cash Awards. Recipients of dividend equivalents and cash awards will be subject to taxation on such awards depending on whether such awards are subject to vesting conditions and whether such awards are subject to or exempt from Section 409A.

Withholding. The Plan permits us to withhold from awards or from any other amounts due the service provider an amount sufficient to cover any required withholding taxes. In lieu of cash, the Administrator may permit a participant to cover withholding obligations through (among other things) a reduction in the number of shares to be delivered to such participant or by delivery of shares already owned by the participant.

24

New Plan Benefits

The table below provides the benefits and amounts that will be received by or allocated to each of the named individuals if the Plan is approved by the stockholders.Because other awards under the Plan are within the discretion of the Administrator, except as set forth in the table below, future awards under the Plan are generally not determinable.
2022 Omnibus Equity Incentive Plan
Name and Position(1)
Dollar Value ($)Number of Units
Christopher G. Hutter, President and Chief Executive Officer——
Aaron M. Tam, Chief Financial Officer——
Timothy J. Lynch, EVP, Synalloy Metals——
Current Executive Officers (as a group)——
Current Non-Employee Directors (as a group)(2)
$1,729,60065,000
All Employees, Excluding Executive Officers (as a group)——
(1) Ms. Cunningham and Mr. Gibson are no longer employed by the Company and are omitted from the table.
(2) Effective as of March 18, 2022, Mr. Rosenzweig was appointed as the Executive Chairman of the Board. In connection with the appointment, in recognition of (among other things) significant responsibilities undertaken and his historic and anticipated time commitment to the Company, Mr. Rosenzweig was awarded, contingent upon and subject to approval of the Plan: (i) 15,000 restricted stock units, 50% of which will vest on April 26, 2023 and the remainder of which will vest on April 26, 2024, and (ii) 50,000 performance stock units, 12,500 of which will vest upon the achievement of a VWAP of the Company of $25.00, $27.50, $30.00 and $35.00, respectively, during the performance period from March 18, 2022 through April 26, 2025, in each case subject to certain terms and conditions. The dollar value set forth above is based on (a) the Company’s stock price as of March 7, 2022 for the restricted stock units and (b) for the performance stock units, the applicable VWAP targets causing the vesting of such performance stock unit awards.

Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2022 OMNIBUS EQUITY INCENTIVE PLAN.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2021. The Audit Committee has discussed with the Company’s independent auditors, BDO USA LLP, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board ("PCAOB"). The Audit Committee has also received the written disclosures and the letter from BDO USA LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with BDO USA LLP, its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

The Audit Committee
John P. Schauerman
Henry L. Guy
Benjamin Rosenzweig



Fees Paid to Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees billed by BDO USA LLP for audit services rendered in connection with the consolidated financial statements and reports for the fiscal year ended December 31, 2021 (referred to as "Fiscal 2021") and aggregate fees billed by KPMG LLP for audit services rendered in connection with the consolidated financial statements and reports for the fiscal yearsyear ended December 31, 2018 (referred to as "Fiscal 2018") and December 31, 20172020 ("referred to as "Fiscal 2017"2020") and for other services rendered by each respective firm during fiscal years 20182021 and 2017,2020, on behalf of the Company and its subsidiaries, which have been billed or will be billed to the Company.
25

Fee CategoryFee Category Fiscal 2018% of TotalFiscal 2017% of TotalFee CategoryFiscal 2021% of TotalFiscal 2020% of Total
Audit FeesAudit Fees$1,099,79095.3%$847,50099.5%Audit Fees$858,64870.8%$1,223,54699.4%
     
Audit Related FeesAudit Related Fees$54,2004.7%$4,2000.5%Audit Related Fees$353,82629.2%$7,0000.6%
     
Tax FeesTax Fees—
—%—
—%Tax Fees——%——%
     
All Other FeesAll Other Fees—
—%—
—%All Other Fees——%——%
     
Total FeesTotal Fees$1,153,990100.0%$851,700100.0%Total Fees$1,212,474100.0%$1,230,546100.0%
Audit Fees: Audit fees include fees and out-of-pocket expenses billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by the Company’s independent auditor in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation. Audit Fees also include fees for the audit of the Company’s internal controls related to Sarbanes-Oxley Section 404 compliance based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Audit Related Fees: In Fiscal 2018,2021 audit related fees include costs associated with Company acquisitionsthe acquisition of DanChem Technologies, Inc. and costs associated with environmental compliance. In Fiscal 2017, the2020, audit related fees include costs associated with environmental compliance.
Tax Fees: The Company did not incur tax fees from KPMG, LLP in 20182021 or 2017.2020.
In making its decision to appoint KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, the Audit Committee considered whether services other than audit and audit-related services provided by that firm are compatible with maintaining the independence of KPMG, LLP.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmAuditor
The Audit Committee pre-approves all audit and permitted non-audit services (including the fees and terms thereof) provided by the independent registered public accounting firm, subject to limited exceptions for non-audit services described in Section 10A of the Securities Exchange Act of 1934, which are approved by the Audit Committee prior to completion of the audit. The committee may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full committee at its next scheduled meeting. During Fiscal 2018,2021, all audit and permitted non-audit services were pre-approved by the Audit Committee.


AUDIT COMMITTEE REPORTINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has reviewed and discussed with managementconducted a competitive process to determine the Company’s independent registered public accounting firm for the year ending December 31, 2021, and the related interim periods. The Audit Committee invited several independent registered public accounting firms to participate in this process, including KPMG LLP, which audited the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019. Following the competitive process, on March 12, 2021, the Audit Committee dismissed KPMG LLP as the Company’s independent registered public accounting firm. On March 12, 2021, the Audit Committee selected BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the year ended December 31, 2018. The Audit Committee has discussed with2021, and the related interim periods.BDO completed its standard client acceptance procedures on March 17, 2021.
KPMG LLP’s reports on the Company’s independent auditors, KPMG, LLP, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB Standard 1301, Communicating with Audit Committees. The Audit Committee has also received the written disclosures and the letter from KPMG, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG, LLP, its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the auditedconsolidated financial statements be included in the Company’s Annual Report on Form 10-Kas of and for the year ended December 31, 2018 for filing2020 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two fiscal years ended December 31, 2021 and 2020, there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, except that KPMG LLP concurred with the SEC.Company’s assessment of a material weakness related to the Company’s control environment.
In its Management’s Report on Internal Control Over Financial Reporting as set forth in item 4 “Controls and Procedures” of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, the Company reported a material weakness over internal controls, which constitutes a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The Audit Committee discussed the subject matter of the reportable events with KPMG LLP. Subsequently, the Audit Committee and management developed a remediation plan detailed in its Management’s Report on Internal Control Over Financial Reporting as set forth in item 4 “Controls and Procedures” of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The Company has authorized KPMG LLP to respond fully to BDO’s inquiries concerning the subject matter of such reportable event.
Anthony A. Callander, Chair
26

Henry L. GuyDuring the years ended December 31, 2020 and 2019, and the subsequent interim period through March 12, 2021, neither the Company nor anyone on the Company’s behalf consulted BDO regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.
James W. Terry, Jr.


PROPOSAL 34 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Although Delaware law and SEC rules do not require shareholder ratification to proceed with the appointment, our Audit Committee and our Board are requesting that our shareholders ratify the appointment of KPMG,BDO USA, LLP as our independent registered public accounting firm for fiscal year 2019.2022. Our Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if our shareholders do not ratify the appointment, our Audit Committee may investigate the reasons for shareholder rejection and may consider whether to retain KPMG,BDO USA, LLP or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our shareholders or the Company. Representatives of KPMG,BDO USA, LLP are expected to be present at the Annual Meeting with an opportunity to make a statement, if they so desire, and to respond to appropriate questions with respect to that firm’s audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2018.2021.
Vote Required
A majority of the votes castshares present and eligible to vote at the Annual Meeting of Shareholders must vote "FOR"“FOR” Proposal 34 to ratify our Audit Committee’s appointment of KPMG,BDO USA, LLP as our independent registered public accounting firmauditor for the fiscal year ended December 31, 2019.2022. The enclosed form of proxy provides a means for you to vote "For," "Against"“For,” “Against” or to "Abstain"“Abstain” on this proposal. Each properly executed proxy received in time for the Annual Meeting will be voted as specified therein. Abstentions and broker non-votes will have nothe effect on the outcome of thea vote onagainst this proposal.
Board Recommendation
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF KPMG,BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.

2022.


SHAREHOLDER PROPOSALS FOR THE 20202023 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder proposal to be included in the proxy materials for the 20202023 Annual Meeting of Shareholders must be submitted in accordance with applicable regulations of the SEC and received by the Company at its principal executive offices, 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060,270, Oak Brook, Illinois 60523, no later than December 2, 2019. 29, 2022.
In order for a shareholder to bring any business or nominations before the 20202023 Annual Meeting of Shareholders, certain conditions set forth in the Company’s Bylaws must be complied with, including but not limited to, the delivery of a notice to the Corporate Secretary of the Company not less than 3060 days nor more than 6090 days in advanceprior to the first anniversary of the 2019date of the 2022 Annual Meeting which is tentatively scheduled to be held on May 15, 2020.June 6, 2022; provided, however, that if the date of the 2023 Annual Meeting of Shareholders is advanced by more than 30 days or delayed by more than 30 days from the first anniversary of the 2022 Annual Meeting of Shareholders, to be timely, notice must be received by the Company not earlier than the close of business on the 90th day prior to such meeting and not later than the close of business on the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. With respect to any shareholder proposal not received by the Company by February17, 2020,in accordance with the Company’s Bylaws, the designated proxy agents will vote on the proposal in their discretion.

REFERENCES TO OUR WEBSITE ADDRESS
References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules or the Nasdaq Rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.
INCORPORATION BY REFERENCE
The "Audit Committee Report" is not deemed to be filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such information by reference.
27

OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any other matters which may come before the meeting. However, if any other matters do properly come before the meeting, it is the intention of the persons named as proxies to vote upon them in accordance with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS
                        smcsigniturea02.jpgtackettsignaturea.jpg
Sally M. CunninghamDoug Tackett, Corporate Secretary
Secretary


28
image3a01a04.jpg









Exhibit A


SYNALLOY CORPORATION
4510 COX ROAD, SUITE 2012022 OMNIBUS EQUITY INCENTIVE PLAN
RICHMOND, VA 23060



VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. EST the day before the meeting date or the plan cut-off date for the 401(k)/ESOP Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EST the day before the meeting date or the plan cut-off date for the 401(k)/ESOP Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

1. Election of Directors


Synalloy Corporation
2022 Omnibus Equity Incentive Plan

TABLE OF CONTENTS
The Board of Directors recommends you vote FOR the following:

Article I PURPOSES
For
All

___
Withhold All

___
For All Except

___
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.

1
Nominees
01) Craig C. Bram 02) Anthony A. Callander 03) Susan S. Gayner 04) Henry L. GuyArticle II DEFINITIONS
05) Jeffrey Kaczka 06) Amy J. Michtich 07) James W. Terry, Jr. 08) Murray H. Wright1
If you request cumulative voting, the proxy agents will vote cumulatively for some or all
Article III ADMINISTRATION
6
Section 3.1 Administrator
6
Section 3.2 Powers of the nomineesAdministrator
6
Section 3.3 Delegation by the Administrator
7
Section 3.4 Professional Assistance, Good Faith Actions
7
Article IV SHARES SUBJECT TO PLAN
7
Section 4.1 Shares Subject to Plan.
7
Section 4.2 Changes in such mannerCompany Common Stock; Disposition of Assets and Corporate Events.
8
Section 4.3 Award Agreement Provisions
8
Section 4.4 Prohibition Against Repricing
9
Article V GRANTING OF OPTIONS AND SARS
9
Section 5.1 Eligibility
9
Section 5.2 Qualification of Incentive Stock Options
9
Section 5.3 Granting of Options and SARs to Service Providers.
9
Article VI TERMS OF OPTIONS AND SARS
10
Section 6.1 Award Agreement
10
Section 6.2 Exercisability and Vesting of Options and SARs.
10
Section 6.3 Option Price and Base Price
10
Section 6.4 Expiration of Options and SARs
10
Article VII EXERCISE OF OPTIONS AND SARS
11
Section 7.1 Person Eligible to Exercise
11
Section 7.2 Partial Exercise
11
Section 7.3 Manner of Exercise
11
Section 7.4 Optionee Representations
11
Section 7.5 Settlement of SARs
12
Section 7.6 Conditions to Issuance of Shares
12
Section 7.7 Rights as may be determined at the time by such proxy agents. Check this box to request cumulative voting ___Stockholders
12
Section 7.8 Transfer Restrictions
12
Article VIII RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS
12
Section 8.1 Restricted Stock.
12
Section 8.2 Restricted Stock Units
13
Section 8.3 Rights as a Stockholder
13
Article IX PERFORMANCE SHARES AND PERFORMANCE UNITS
13
i

The Board
Section 9.1 Grant of Directors recommends you vote FOR proposals 2 and 3.Performance Awards
13
2.Advisory vote on the compensation of our named executive officers.Section 9.2 Issuance and Restrictions
For
___
Against
___
Abstain
___13
3. The ratification
Section 9.3 Earned Performance Shares and Performance Units
13
Section 9.4 Rights as a Stockholder
13
Section 9.5 Performance Goals
14
Section 9.6 Determination of Attainment of Performance Goals
14
Section 9.7 Newly Eligible Participants
14
Article X DEFERRED SHARE UNITS
14
Section 10.1 Grant
14
Section 10.2 Rights as a Stockholder
14
Section 10.3 Vesting
15
Section 10.4 Settlement
15
Article XI OTHER STOCK-BASED AWARDS
15
Section 11.1 Grants of Stock-Based Awards
15
Article XII CASH AWARDS AND DIVIDEND EQUIVALENTS
15
Section 12.1 Cash Awards
15
Section 12.2 Dividend Equivalents
15
Article XIII TERMINATION AND FORFEITURE
15
Section 13.1 Termination
15
Section 13.2 Forfeiture and Recoupment of Awards
15
Section 13.3 Clawbacks
16
Article XIV CHANGE IN CONTROL
16
Section 14.1 Alternative Awards
16
Section 14.2 Settlement
17
Section 14.3 Section 409A
17
Article XV OTHER PROVISIONS
17
Section 15.1 Awards Not Transferable
17
Section 15.2 Amendment, Suspension or Termination of the appointmentPlan or Award Agreements.
18
Section 15.3 Effect of KPMG, LLP as our independent registered public accounting firm for 2019.Plan upon Other Award and Compensation Plans
18
ForSection 15.4 At-Will Employment
18
___Section 15.5 Titles
Against18
___Section 15.6 Conformity to Securities Laws
Abstain18
___Section 15.7 Term of Plan
18
Section 15.8 Governing Law
19
Section 15.9 Severability
19
Section 15.10 Governing Documents
19
Section 15.11 Withholding Taxes
19
Section 15.12 Section 409A
19
Section 15.13 Notices
20
Section 15.14 Beneficiary Designation
20
Section 15.15 Establishment of Sub-plans
20
Section 15.16 Funding of the Plan; Limitation on Rights
20
ii
NOTE:
Synalloy Corporation
2022 Omnibus Equity Incentive Plan
ARTICLE I
AndPURPOSES
The purpose of the Synalloy Corporation 2022 Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), is to aid the Company and its Subsidiaries in attracting, retaining, motivating and rewarding qualified Employees, Directors, and Consultants whose present and potential contributions to the Company and its Subsidiaries are of importance, by providing the opportunity to acquire and maintain Awards. The Company believes that the Plan will encourage long-term service, recognize individual contributions and reward achievement of Company goals, and will promote the creation of long-term value for stockholders by closely aligning the interests of Participants with those of stockholders.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in the Plan, they shall have the meanings specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates.
Section 2.1 “Administrator” shall mean the Board or any committee of the Board designated by the Board to administer the Plan, in each case as further provided in Article III.

Section 2.2 “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall have the meaning given such term under Rule 405 of the Securities Act.

Section 2.3 “Alternative Award” shall have the meaning set forth in Section 14.1.

Section 2.4 “Applicable Laws” shall mean the requirements relating to [stock options, restricted stock, restricted stock units, performance shares, performance awards, and other equity-based compensation awards] and plans under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Company Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

Section 2.5 “Award” shall mean any Option, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Stock Appreciation Right (SAR), Dividend Equivalent, Deferred Share Unit or other Stock-Based Award granted to a Participant pursuant to the Plan, including an Award combining two or more types of Awards into a single grant.

Section 2.6 “Award Agreement” shall mean any written agreement, contract or other instrument or document that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award in addition to those set forth in the Plan. The Administrator may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for Participant acceptance of, or actions under, an Award Agreement, unless otherwise expressly specified herein.

Section 2.7 “Base Price” shall have the meaning set forth in Section 2.49.

Section 2.8 “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

Section 2.9 “Cash Award” shall have the meaning set forth in Section 12.1.

1

Section 2.10 “Cause” with, respect to any Participant, shall mean any one or more of the following, as determined by the Administrator in its sole discretion, unless an alternative definition is set forth in an applicable Award Agreement or an applicable employment agreement of the Participant:

(a) a Participant’s commission of a felony or any crime of moral turpitude:
(b) a material violation of a written policy of the Company or any Subsidiary which is grounds for termination;
(c) failure on the part of the Participant to perform his or her officer, employment or other duties to the Company or any Subsidiary in any material respect, after notice of such failure and (if such may be corrected as determined by the Administrator) a reasonable opportunity to correct it; or
(d) failure to comply in any material respect with any applicable legal or regulatory requirements, including but not limited to the Foreign Corrupt Practices Act, the Securities Act, the Exchange, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Truth in Negotiations Act, or any rules or regulations promulgated thereunder.
Section 2.11 “Change in Control” shall mean the first to occur of any of the following events after the Effective Date:

(a) any transaction or series of related transactions, whether by way of sales of capital stock, merger, consolidation or otherwise, that results in the direct or indirect beneficial ownership by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act), excluding the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, or any Affiliates of any of the foregoing, of more than 50% of the combined voting power of the Company’s (or, if applicable, the surviving company after such a merger) then outstanding voting securities;
(b) within any 12-month period, the persons who were members of the Board at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board, provided that any director appointed or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (b); or
(c) the sale, transfer or other disposition of all or substantially all of the assets of the Company, in one or a series of related transactions, to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company;
in each case, provided that, as to Awards subject to Section 409A of the Code, such event also constitutes a “change in control” within the meaning of Section 409A of the Code.
In addition, notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding.
Section 2.12 “Change in Control Price” shall mean the price per share of Company Common Stock paid in conjunction with any transaction resulting in a Change in Control. If any part of the price is payable other than in cash, the value of the non-cash portion of the Change in Control Price shall be determined in good faith by the Administrator as constituted immediately prior to the Change in Control.

Section 2.13 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

Section 2.14 “Company” shall mean Synalloy Corporation, a Delaware corporation, and shall include any successor thereto.
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Section 2.15 “Company Common Stock” shall mean the Class A common stock, par value $1.00 per share, of the Company and such other stock or securities into which such common stock is hereafter converted or for which such common stock is exchanged.

Section 2.16 “Consultant” shall mean any Person who is engaged by the Company or any of the Subsidiaries to render consulting or advisory services to such entity.

Section 2.17 “Corporate Event” shall mean, as determined by the Administrator in its sole discretion, any transaction or event described in Section 4.2(a) or any unusual or nonrecurring transaction or event affecting the Company, any Subsidiary, or the financial statements of the Company or any of its Subsidiaries, or changes in Applicable Laws or accounting principles (including, without limitation, a recapitalization of the Company).

Section 2.18 “Deferred Share Unit” shall mean a unit credited to a Participant’s account in the books of the Company under Article X, which represents the right to receive one Share of Company Common Stock or cash equal to the Fair Market Value thereof on settlement of the account.

Section 2.19 “Director” shall mean a member of the Board or a member of the board of directors of any Subsidiary.
Section 2.20 “Disability” shall mean (x) for Awards that are not subject to Section 409A of the Code, “disability” as such term is defined in the long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant or, in the absence of such a plan or program, as determined by the Administrator, provided, that, with respect to Awards that are not subject to Section 409A of the Code, in the case of any Participant who, as of the date of determination, is a party to an effective employment, severance, consulting or other services agreement with the Company or any Subsidiary that employs such Participant, “Disability” shall have the meaning, if any, specified in such agreement, and (y) for Awards that are subject to Section 409A of the Code, “disability” shall have the meaning set forth in Section 409A(a)(2)(c) of the Code.

Section 2.21 “Dividend Equivalent” shall mean the right to receive payments, in cash or in Shares, based on dividends paid with respect to Shares.

Section 2.22 “Effective Date” shall have the meaning set forth in Section 15.7.

Section 2.23 “Eligible Representative” for a Participant shall mean such Participant’s personal representative or such other person as is empowered under the deceased Participant’s will or trust or the then applicable laws of descent and distribution to represent the Participant hereunder.

Section 2.24 “Employee” shall mean any individual classified as an employee by the Company or one of its Subsidiaries, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan, including any person to whom an offer of employment has been extended (except that any Award granted to such person shall be conditioned on his or her commencement of service). A person shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, any of its Subsidiaries, or any successor to the foregoing. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, and such Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option on the first (1st) day immediately following a three (3)-month period from the date the employment relationship is deemed terminated.

Section 2.25 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

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Section 2.26 “Executive Officer” shall mean each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Exchange Act.

Section 2.27 “Fair Market Value” of a Share as of any date of determination shall be, unless otherwise determined by the Administrator:

(a) If the Company Common Stock is listed on any established stock exchange or a national market system, then the closing price on such date per Share as reported on such stock exchange or system shall be the Fair Market Value for the date of determination;
(b) If there are no transactions in the Company Common Stock that are available to the Company on any date of determination pursuant to clause (a) but transactions are available to the Company as of the immediately preceding trading date, then the Fair Market Value determined as of the immediately preceding trading date shall be the Fair Market Value for the date of determination; or
(c) If neither clause (a) nor clause (b) shall apply on any date of determination, then the Fair Market Value shall be determined in good faith by the Administrator.
Section 2.28 “FICA” shall mean the U.S. Federal Insurance Contributions Act, as amended.

Section 2.29 “Good Reason” with respect to any Participant, has the meaning, if any, set forth in an applicable Award Agreement or an applicable employment agreement (or, if there is no such definition in the Participant’s Award Agreement or employment agreement of the Participant, this term shall not apply to the Participant).

Section 2.30 “Incentive Stock Option” shall mean an “incentive stock option” within the meaning of Section 422 of the Code.

Section 2.31 “Incumbent Directors” shall have the meaning set forth in the definition of “Change in Control.”

Section 2.32 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option.

Section 2.33 “Option” shall mean an option to purchase Company Common Stock granted under the Plan. The term “Option” includes both an Incentive Stock Option and a Non-Qualified Stock Option.

Section 2.34 “Option Price” shall have the meaning set forth in Section 6.3.

Section 2.35 “Optionee” shall mean a Participant to whom an Option or SAR is granted under the Plan.

Section 2.36 “Participant” shall mean any Service Provider who has been granted an Award pursuant to the Plan that remains outstanding.

Section 2.37 “Performance Award” shall mean Performance Shares, Performance Units and all other Awards that vest (in whole or in part) upon the achievement of specified Performance Goals.

Section 2.38 “Performance Cycle” shall mean the period of time selected by the Administrator during which performance is measured for the purpose of determining whether or the extent to which a Performance Award has been earned or vested.

Section 2.39 “Performance Goals” means the objectives established by the Administrator for a Performance Cycle pursuant to Section 9.5 for the purpose of determining the extent to which a Performance Award has been earned or vested.

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Section 2.40 “Performance Share” means an Award granted pursuant to Article IX of the Plan of a contractual right to receive a Share (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable Performance Goals.

Section 2.41 “Performance Unit” means a U.S. Dollar denominated unit (or a unit denominated in the Participant’s local currency) granted pursuant to Article IX of the Plan, payable upon the achievement, in whole or in part, of the applicable Performance Goals.

Section 2.42 “Person” shall mean an individual, partnership, corporation, limited liability company, limited liability partnership, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.

Section 2.43 “Plan” shall have the meaning set forth in Article I.

Section 2.44 “Replacement Awards” shall mean Shares or Awards, issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any of the Subsidiaries as reasonably determined by the Administrator.

Section 2.45 “Restricted Stock” shall mean an Award granted pursuant to Section 8.1.

Section 2.46 “Restricted Stock Unit” shall mean a right, granted pursuant to Article VIII of the Plan, to receive Shares, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the underlying Award).

Section 2.47 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

Section 2.48 “Service Provider” shall mean an Employee, Consultant or Director.

Section 2.49 “Share” shall mean a share of Company Common Stock.

Section 2.50 “Stock Appreciation Right” or “SAR” shall mean the right to receive a payment from the Company in cash and/or Shares equal to the product of (i) the excess, if any, of the Fair Market Value of one Share on the exercise date over a specified price (the “Base Price”) fixed by the Administrator (which specified price shall not be less than the Fair Market Value of one Share on the grant date), multiplied by (ii) a stated number of Shares.

Section 2.51 “Stock-Based Award” shall have the meaning set forth in Article XI.

Section 2.52 “Subsidiary” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly controls at least a 50% equity interest, provided that, to the extent required under Section 422 of the Code when granting an Incentive Stock Option, Subsidiary shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 2.53 “termination of employment,” “termination of service” and any similar term or terms shall mean, with respect to an Employee, the date the Participant ceases to be an Employee (determined without regard to any statutory or deemed or express contractual notice period); with respect to a Director who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Director ceases to be a member of the Board; and, with respect to a Consultant who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Consultant ceases to provide consulting or advisory services to the Company or any of its Subsidiaries; provided that with respect to any Award subject to Section 409A of the Code, such terms shall mean “separation
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from service,” as defined in Section 409A of the Code and the rules, regulations and guidance promulgated thereunder.
Section 2.54 “Withholding Taxes” shall mean any federal, state, local or foreign income, employment or other taxes, however denominated, required to be deducted or withheld under Applicable Law, as determined by the Company.

ARTICLE III
ADMINISTRATION
Section 3.1 Administrator. The Plan shall be administered by the Board or a committee appointed by the Board.
Section 3.2 Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority to do the following:
(a) determine the Fair Market Value;
(b) determine the type or types of Awards to be granted to each Participant;
(c) select the Service Providers to whom Awards may from time to time be granted hereunder;
(d) determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(e) approve forms of Award Agreements for use under the Plan, which need not be identical for each Service Provider;
(f) determine the terms and conditions of any Awards granted hereunder (including, without limitation, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Awards or the Company Common Stock relating thereto) based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(g) determine all matters and questions related to the termination of service of a Service Provider with respect to any Award, including, but not by way of limitation of, all questions of whether a particular Service Provider has taken a leave of absence, all questions of whether a leave of absence taken by a particular Service Provider constitutes a termination of service, and all questions of whether a termination of service of a particular Service Provider was for Cause;
(h) prescribe, amend and rescind rules and regulations relating to the Plan;
(i) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise or purchase price of an Award may be paid in, cash, Company Common Stock, other Awards, or other property, or an Award may be canceled, forfeited or surrendered;
(j) suspend or accelerate the vesting of any Award or waive the forfeiture restrictions or any other restriction or limitation regarding any Awards or the Company Common Stock relating thereto;
(k) construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(l) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan;
(m) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; and
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(n) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.
Any determination made by the Administrator under the Plan, including, without limitation, under Section 4.2, shall be final, binding and conclusive on all Participants and other persons having or claiming any right or interest under the Plan.
Section 3.3 Delegation by the Administrator. The Administrator may delegate any portion of its authority, duties and powers under the Plan with respect to Participants who are not the Chief Executive Officer, Executive Officers or non-employee Directors of the Board, subject to such terms or conditions or guidelines as the Board or Administrator shall determine (in the case of a committee acting as the Administrator, to the extent of its authority under the committee’s charter or as otherwise approved by the Board), to any officer or group of officers, or Director or group of Directors of the Company or its Affiliates; provided that any delegation to one or more officers of the Company shall be subject to and comply with Section 157(c) of the Delaware General Corporation Law (or successor provision). In addition, with respect to any Award intended to qualify for the exemption contained in Rule 16b-3 promulgated under the Exchange Act, it is intended that such Award be granted by a committee consisting of solely two or more “non-employee directors” within the meaning of such rule, or, in the alternative, the entire Board.
Section 3.4 Professional Assistance, Good Faith Actions. The Administrator may, in its discretion, elect to engage the services of attorneys, consultants, accountants, appraisers, brokers or other persons assisting in the administration of the Plan. The Administrator, the Company and its officers and Directors shall be entitled to, in good faith, rely upon the advice, reports, opinions or valuations of any such persons. All actions taken and all interpretations, decisions and determinations made by the Administrator, in good faith shall be final and binding upon all Participants, the Company and all other interested persons. The Administrator’s determinations under the Plan need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. The Administrator (and its members) shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully indemnified and held harmless by the Company with respect to any such action, determination or interpretation.
Section 3.5 (e)    Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any Affiliate operates or has employees, directors or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which of the Affiliates shall be covered by the Plan; (ii) determine which Service Providers outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Service Providers outside the United States to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Article IV of the Plan; and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.
ARTICLE IV
SHARES SUBJECT TO PLAN
Section 4.1 Shares Subject to Plan.
(a) Subject to adjustment in a manner consistent with Section 4.2, the aggregate number of Shares which are reserved and available for issuance under this Plan is equal to 750,000, and without limitation all such Shares may be granted as Incentive Stock Options. The Shares issued under the Plan may be
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authorized but unissued or reacquired Company Common Stock, including Shares purchased by the Company on the open market for purposes of the Plan. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form.
(b) Upon the grant of an Award, the maximum number of Shares set forth in Section 4.1(a) shall be reduced by the maximum number of Shares that are issued or may be issued pursuant to such Award. Upon the exercise, settlement or conversion of any Award or portion thereof, there shall again be available for grant under the Plan the number of Shares subject to such Award or portion thereof minus the actual number of Shares issued in connection with such exercise, settlement or conversion. If any such Award or portion thereof is for any reason forfeited, canceled, expired or otherwise terminated without the issuance of Shares, the Shares subject to such forfeited, canceled, expired or otherwise terminated Award or portion thereof shall again be available for grant under the Plan. The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award. For the avoidance of doubt, if Shares are withheld from issuance with respect to an Award by the Company in satisfaction of any tax withholding or similar obligations, such withheld Shares shall again be available for grant under the Plan. Awards which the Administrator reasonably determines will be settled in cash shall not reduce the Plan maximum set forth in Section 4.1(a). Notwithstanding the foregoing, and except to the extent required by Applicable Law, Replacement Awards shall not be counted against Shares available for grant pursuant to this Plan.
Section 4.2 Changes in Company Common Stock; Disposition of Assets and Corporate Events.
(a) If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Company Common Stock or other Corporate Event, the Administrator shall adjust the number of shares of Company Common Stock available for issuance under the Plan and the number, class and Option Price (if applicable) or Base Price (if applicable) of any outstanding Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding Award or the holder or holders thereof, in each case as it determines to be equitable. Without limiting the generality of the foregoing sentence, in the event of any Corporate Event, the Administrator shall have the power to make such changes as it deems appropriate in (i) the number and type of shares or other securities covered by outstanding Awards, (ii) the prices specified therein (if applicable), (iii) the securities, cash or other property to be received upon the exercise, settlement or conversion of such outstanding Awards or otherwise to be received in connection with such outstanding Awards, and (iv) and any applicable Performance Goals. After any adjustment made by the Administrator pursuant to this Section 4.2, the number of shares subject to each outstanding Award shall be rounded down to the nearest whole number.
(b) Any adjustment of an Award pursuant to this Section 4.2 shall be made in compliance with Section 422 and 409A of the Code, to the extent applicable.
Section 4.3 Award Agreement Provisions. The Administrator may include such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company and its Subsidiaries. Awards granted under the Plan may, in the discretion of the Administrator, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Administrator may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 15.2), such proxy agents, uponadditional terms and conditions, not inconsistent with the provisions of the Plan, as the Administrator shall determine. Without limiting the scope of the preceding sentence, the Administrator may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to an Award, and any such performance goals may differ among Awards granted to any one Participant or to different Participants. Notwithstanding anything to the contrary herein, an Award Agreement must be accepted within a period of ninety (90) days (or such other businessperiod as the Administrator may specify in such Award Agreement) after the grant date or else such Award Agreement shall be ineffective and void.
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Section 4.4 Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the Shares entitled to vote generally in the election of Directors of the Company or (ii) pursuant to Section 4.2 as a result of any Corporate Event, the Administrator shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price of any outstanding Option or Base Price of any outstanding SAR.
ARTICLE V
GRANTING OF OPTIONS AND SARS
AND SALE OF COMPANY COMMON STOCK
Section 5.1 Eligibility. Non-Qualified Stock Options and SARs may be granted to Service Providers. Subject to Section 5.2, Incentive Stock Options may only be granted to Employees.
Section 5.2 Qualification of Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may only be granted to Employees. Incentive Stock Options shall not be granted more than ten (10) years after the earlier of the adoption of the Plan or the approval of the Plan by the Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of Shares subject to an Incentive Stock Option and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may properly come beforebe prescribed under Section 422 of the meetingCode, such excess shall be treated as Non-Qualified Stock Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the Incentive Stock Option is granted. If a Participant shall make any disposition of Shares issued pursuant to an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition within the time provided to do so in the applicable award agreement. No Employee may be granted an Incentive Stock Option under the Plan if such Employee, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any adjournment thereof, and matters incidentalthen-existing Subsidiary or “parent corporation” (within the meaning of Section 424(e) of the Code) unless such Incentive Stock Option conforms to the conductapplicable provisions of Section 422 of the meeting.Code.
Please sign exactlySection 5.3 Granting of Options and SARs to Service Providers.
(a) Options and SARs. The Administrator may from time to time:
(i) Select from among the Service Providers (including those to whom Options or SARs have been previously granted under the Plan) such of them as your name(s) appear(s) hereon. When signingin its opinion should be granted Options and/or SARs;
(ii) Determine the number of Shares to be subject to such Options and/or SARs granted to such Service Provider, and determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and
(iii) Determine the terms and conditions of such Options and SARs, consistent with the Plan.
(b) SARs may be granted in tandem with Options or may be granted on a freestanding basis, not related to any Option. Unless otherwise determined by the Administrator at the grant date or determined thereafter in a manner more favorable to the Participant, SARs granted in tandem with Options shall have substantially similar terms and conditions to such Options to the extent applicable, or may be granted on a freestanding basis, not related to any Option.
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(c) Upon the selection of a Service Provider to be granted an Option or SAR under this Section 5.3, the Administrator shall issue, or shall instruct an authorized officer to issue, such Option or SAR and may impose such conditions on the grant of such Option or SAR as attorney, executor, administrator,it deems appropriate. Subject to Section 15.2 of the Plan, any Incentive Stock Option granted under the Plan may be modified by the Administrator, without the consent of the Optionee, even if such modification would result in the disqualification of such Option as an “incentive stock option” under Section 422 of the Code.
ARTICLE VI
TERMS OF OPTIONS AND SARS
Section 6.1 Award Agreement. Each Option and each SAR shall be evidenced by an Award Agreement, which shall be accepted and acknowledged by the Optionee, including by electronic means, and which shall contain such terms and conditions as the Administrator shall determine, consistent with the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” under Section 422 of the Code.
Section 6.2 Exercisability and Vesting of Options and SARs.
(a) Each Option and SAR shall vest and become exercisable according to the terms of the applicable Award Agreement; provided, however, that by a resolution adopted after an Option or SAR is granted the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the time at which such Option or SAR or any portion thereof may be vested or exercised.
(b) Except as otherwise provided by the Administrator or in the applicable Award Agreement, no portion of an Option or SAR which is unexercisable on the date that an Optionee incurs a termination of service as a Service Provider shall thereafter become exercisable.
(c) The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options are first exercisable by a Service Provider in any calendar year may not exceed U.S. $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.
(d) SARs granted in tandem with an Option shall become vested and exercisable on the same date or dates as the Options with which such SARs are associated vest and become exercisable. SARs that are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable.
Section 6.3 Option Price and Base Price. Excluding Replacement Awards, the per Share purchase price of the Shares subject to each Option (the “Option Price”) and the Base Price of each SAR shall be set by the Administrator and shall be not less than 100% of the Fair Market Value of such Shares on the date such Option or SAR is granted.
Section 6.4 Expiration of Options and SARs. No Option or SAR may be exercised after the first to occur of the following events:
(a) The expiration of ten (10) years from the date the Option or SAR was granted; or
(b) With respect to an Incentive Stock Option, in the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary, the expiration of five (5) years from the date the Incentive Stock Option was granted.
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ARTICLE VII
EXERCISE OF OPTIONS AND SARS
Section 7.1 Person Eligible to Exercise. During the lifetime of the Optionee, only the Optionee may exercise an Option or SAR (or any portion thereof) granted to him or her; provided, however, that the Optionee’s Eligible Representative may exercise his or her Option or SAR or portion thereof during the period of the Optionee’s disability. After the death of the Optionee, any exercisable portion of an Option or SAR may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her Eligible Representative.
Section 7.2 Partial Exercise. At any time and from time to time prior to the date on which the Option or SAR becomes unexercisable under the Plan or the applicable Award Agreement, the exercisable portion of an Option or SAR may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional Shares and the Administrator may, by the terms of the Option or SAR, require any partial exercise to exceed a specified minimum number of Shares.
Section 7.3 Manner of Exercise. Subject to any generally applicable conditions or procedures that may be imposed by the Administrator, an exercisable Option or SAR, or any exercisable portion thereof, may be exercised solely by delivery to the Administrator or its designee of all of the following prior to the time when such Option or SAR or such portion becomes unexercisable under the Plan or the applicable Award Agreement:
(a) Notice in writing delivered by the Optionee or his or her Eligible Representative, stating that such Option or SAR or portion is being exercised, and specifically stating the number of Shares with respect to which the Option or SAR is being exercised (which form of notice shall be provided by the Administrator upon request and may be electronic);
(b) A copy of any agreements or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
______________________________________________________________________________________________________________________________________
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com




SYNALLOY CORPORATION
Annual Meeting of Shareholders
May 16, 2019 10:00 AM
This proxy is soliciteddocumentation required by the BoardCompany at the time of Directors

exercise;
The undersigned hereby appoints Sally M. Cunningham and Dennis M. Loughran,(c) (i) With respect to the exercise of any Option, full payment of the aggregate Option Price of the Shares in cash (through wire transfer or eitherby personal, certified, or bank cashier check) or cash equivalents, Shares (including previously owned Shares or through a cashless exercise, i.e., “net settlement,” a broker-assisted exercise, or other reduction of them, eachthe amount of Shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal consideration the Administrator deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis). In the case of an exercise whereby the Option Price is paid with Shares, such Shares shall be valued based on Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten (10) years following the date of grant of the Option (or in the case of an Incentive Stock Option granted to an individual who owns stock possessing more than 10% of the total combined voting power of substitution,all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five (5) years following the date of grant of the Incentive Stock Option).
(d) In the event that the Option or SAR or portion thereof shall be exercised as lawful proxy,permitted under Section 7.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to vote allexercise the sharesOption or SAR or portion thereof; and
(e) Satisfaction of Common Stockany applicable Withholding Taxes, as contemplated by Section 15.11.
Section 7.4 Optionee Representations. The Company, in its sole discretion, may require an Optionee to make certain representations or acknowledgements, on or prior to the purchase of Synalloy Corporation whichany Shares pursuant to any Option or SAR granted under this Plan, in respect thereof including, without limitation, that the undersigned wouldOptionee is acquiring the Shares for an investment purpose and not for resale, and, if the Optionee is an Affiliate, additional acknowledgements regarding when and to what extent any transfers of such Shares may occur.
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Section 7.5 Settlement of SARs. Unless otherwise determined by the Administrator, upon exercise of a SAR, the Participant shall be entitled to vote if personally presentreceive payment in the form, determined by the Administrator, of Shares, or cash, or a combination of Shares and cash having an aggregate value equal to the amount determined by multiplying:
(a) any increase in the Fair Market Value of one Share on the exercise date over the Base Price of such SAR, by
(b) the number of Shares with respect to which such SAR is exercised;
provided, however, that on the grant date, the Administrator may establish, in its sole discretion, a maximum amount per Share that may be payable upon exercise of a SAR, and provided, further, that in no event shall the value of the Company Common Stock or cash delivered on exercise of a SAR exceed the excess of the Fair Market Value of the Shares with respect to which the SAR is exercised over the Fair Market Value of such Shares on the grant date of such SAR.
Section 7.6 Conditions to Issuance of Shares. The Company shall evidence the issuance of Shares delivered upon exercise of an Option or SAR in the books and records of the Company or in a manner determined by the Company. The Administrator shall not have any liability to any Optionee for any delay in the delivery of Shares to be issued upon an Optionee’s exercise of an Option or SAR.
Section 7.7 Rights as Stockholders. The holder of an Option or SAR shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of an Option or SAR unless and until the Shares attributable to the exercise of the Option or SAR have been issued by the Company to such holder.
Section 7.8 Transfer Restrictions. The Administrator, in its sole discretion, may set forth in an Award Agreement or in such other agreements to be entered into at the Annual Shareholders' Meetingtime of Synalloy Corporationexercise, such further restrictions on the transferability of the Shares purchasable upon the exercise of an Option or SAR as it deems appropriate. Any such restriction may be referred to in the Share register maintained by the Company or otherwise in a manner reflecting its applicability to the Shares. An Employee must give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Stock Option, within two (2) years from the date of granting such Option or one (1) year after the transfer of such Shares to such Employee.
ARTICLE VIII
RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS
Section 8.1 Restricted Stock.
(a) Grant of Restricted Stock. The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Awards of Restricted Stock shall be evidenced by an Award Agreement.
(b) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.
(c) Issuance of Restricted Stock. The issuance of Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine.
(d) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Administrator may allow a Participant to elect, or may require, that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock, applied to the purchase of additional
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Awards or deferred without interest to the date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Administrator and specified in the applicable Award Agreement, Shares distributed in connection with a stock split or stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such stock or other property has been distributed.
Section 8.2 Restricted Stock Units. The Administrator is authorized to make Awards of Restricted Stock Units to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Administrator shall specify the settlement date applicable to each grant of Restricted Stock Units. Unless otherwise provided in an Award Agreement, on the settlement date, the Company shall, subject to the terms of this Plan (including satisfaction of applicable Withholding Taxes), transfer to the Participant (i) a number of Shares equal to the number of Restricted Stock Units, or (ii) cash in an amount equal to the Fair Market Value of the specified number of Shares equal to the number of Restricted Stock Units, or a combination thereof, as determined by the Administrator at the date of grant or thereafter for each Restricted Stock Unit scheduled to be heldsettled on such date and not previously forfeited. The Administrator shall specify the purchase price, if any, to be paid by the grantee to the Company for such Shares.
Section 8.3 Rights as a virtual meeting at www.virtualshareholdermeeting.com/SYNL2019, on Thursday, Stockholder.May 16, 2019 at 10:00 a.m. EST, A Participant shall not be, nor have any of the rights or privileges of, a stockholder in respect of Restricted Stock Units awarded pursuant to the Plan unless and until the Shares attributable to such Restricted Stock Units have been issued to such Participant.
ARTICLE IX
PERFORMANCE SHARES AND PERFORMANCE UNITS
Section 9.1 Grant of Performance Awards. The Administrator is authorized to make Awards of Performance Shares and Performance Units to any Participant selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Performance Shares and Performance Units shall be evidenced by an Award Agreement.
Section 9.2 Issuance and Restrictions. The Administrator shall have the authority to determine the Participants who shall receive Performance Shares and Performance Units, the number of Performance Shares and the number and value of Performance Units each Participant receives for any Performance Cycle, and the Performance Goals applicable in respect of such Performance Shares and Performance Units for each Performance Cycle. The Administrator shall determine the duration of each Performance Cycle (and the duration of Performance Cycles may differ from one another), and there may be more than one Performance Cycle in existence at any adjournment thereof,one time. An Award Agreement evidencing the grant of Performance Shares or Performance Units shall specify the number of Performance Shares and the number and value of Performance Units awarded to the Participant, the Performance Goals applicable thereto, and such other terms and conditions not inconsistent with the Plan as the Administrator shall determine. No Company Common Stock will be issued at the time an Award of Performance Shares is made.
Section 9.3 Earned Performance Shares and Performance Units. Performance Shares and Performance Units shall become earned, in whole or in part, based upon the attainment of specified Performance Goals or the occurrence of any event or events, as the Administrator shall determine, either in an Award Agreement or thereafter on terms more favorable to the Participant. In addition to the achievement of the specified Performance Goals, the Administrator may condition payment of Performance Shares and Performance Units on such businessother conditions as the Administrator shall specify in an Award Agreement. The Administrator may properly come beforealso provide in an Award Agreement for the meeting.completion of a minimum period of service (in addition to the achievement of any applicable Performance Goals) as a condition to the vesting of any Performance Share or Performance Unit Award.
The proxies will Section 9.4 Rights as a Stockholder. A Participant shall not have any rights as a stockholder in respect of Performance Shares or Performance Units awarded pursuant to the Plan (including, without limitation, the right to
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vote on any matter submitted to the itemsCompany’s stockholders) until such time as the Shares attributable to such Performance Shares or Performance Units have been issued to such Participant or his or her beneficiary.
Section 9.5 Performance Goals. The Administrator shall establish in the Award Agreement or otherwise the Performance Goals that must be satisfied in order for a Participant to receive an Award for a Performance Period or for an Award of Performance Shares or Performance Units to be earned or vested. The Administrator may provide for a threshold level of performance below which no amount of compensation will be paid and a maximum level of performance above which no additional amount of compensation will be paid under the Plan, and it may provide for the payment of differing amounts of compensation for different levels of performance. Performance Goals may be established on a Company-wide basis, with respect to one or more business units, divisions, Subsidiaries or products or based on individual performance measures, and may be expressed in absolute terms or relative to other metrics including internal targets or budgets, past performance of the Company, the performance of one or more similarly situated companies, performance of an index, outstanding equity or other external measures. In the case of earning-based measures, Performance Goals may include comparisons relating to capital (including but limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, or any combination thereof. Performance Goals may also be subject to such other terms and conditions as the Administrator may determine appropriate. The Administrator may also adjust the Performance Goals for any Performance Cycle as it deems equitable or appropriate in recognition of unusual or nonrecurring events affecting the Company, changes in applicable tax laws or accounting principles or such other events, changes or factors as the Administrator may determine.
Section 9.6 Determination of Attainment of Performance Goals. As soon as practicable following the end of a Performance Cycle and prior to any payment or vesting in respect of such Performance Cycle, the Administrator shall determine the number of Performance Shares, other Performance Awards, the number and value of Performance Units or the amount of any cash entitlement, as applicable that has been earned or vested. Notwithstanding anything in this Article IX to the contrary, the Administrator shall have the right, in its absolute discretion, to reduce or eliminate the amount otherwise payable to any Participant based on individual performance or any other factors that the Administrator, in its discretion, shall deem appropriate.
Section 9.7 Newly Eligible Participants. Notwithstanding anything in this Article IX to the contrary, the Administrator shall be entitled to make such rules, determinations and adjustments as it deems appropriate with respect to any Participant who becomes eligible to receive Performance Shares, Performance Units or other Performance Awards after the commencement of a Performance Cycle.
ARTICLE X
DEFERRED SHARE UNITS
Section 10.1Grant. Subject to Article III, the Administrator is authorized to make awards of Deferred Share Units to any Participant selected by the Administrator at such time or times as shall be determined by the Administrator without regard to any election by the Participant to defer receipt of any compensation or bonus amount payable to him. The grant date of any Deferred Share Unit under the Plan will be the date on which such Deferred Share Unit is awarded by the Administrator or on such other future date as the Administrator shall determine in its sole discretion. Upon the grant of Deferred Share Units pursuant to the Plan, the Company shall establish a notional account for the Participant and will record in such account the number of Deferred Share Units awarded to the Participant. No Shares will be issued to the Participant at the time an award of Deferred Share Units is granted. Subject to Article III and Applicable Law (including Section 409A of the Code), Deferred Share Units may become payable on a Corporate Event, termination of employment or service or on a specified date or dates set forth in the NoticeAward Agreement evidencing such Deferred Share Units.
Section 10.2Rights as a Stockholder. A Participant shall not be, nor have any of Annual Meetingthe rights and Proxy Statement (receiptprivileges of, which is hereby acknowledged)a stockholder of the Company in respect of Deferred Share Units awarded pursuant to the Plan unless and until such time as the Shares attributable to such Deferred Share Units have been issued to such Participant.
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Section 10.3Vesting. Unless the Administrator provides otherwise at the grant date or provides thereafter in a manner more favorable to the Participant, Deferred Share Units shall be fully vested and nonforfeitable when granted.
Section 10.4Settlement. Subject to this Article X, upon the date specified in the Award Agreement evidencing the Deferred Share Units, for each such Deferred Share Unit the Participant shall receive, as specified in the Award Agreement (and subject to satisfaction of applicable Withholding Taxes), (i) a cash payment equal to the Fair Market Value of one (1) Share as of such payment date, (ii) one (1) Share or (iii) any combination of clauses (i) and (ii).
ARTICLE XI
OTHER STOCK-BASED AWARDS
Section 11.1Grants of Stock-Based Awards. The Administrator is authorized to make Awards of other types of equity-based or equity-related awards (“Stock-Based Awards”) not otherwise described by the terms of the Plan in such amounts and subject to such terms and conditions as the Administrator shall determine. All Stock-Based Awards shall be evidenced by an Award Agreement. Such Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation of the Company or any Subsidiary to a Service Provider, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares.
ARTICLE XII
CASH AWARDS AND DIVIDEND EQUIVALENTS
Section 12.1Cash Awards. The Administrator is authorized to grant Awards denominated in cash (“Cash Awards”), on a free-standing basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Service Providers in such amounts and subject to such other terms as the Administrator in its discretion determines to be appropriate.
Section 12.2Dividend Equivalents. Dividend Equivalents may be granted to Participants at such time or times as shall be determined by the Administrator. Dividend Equivalents may be granted in tandem with other Awards, in addition to other Awards, or freestanding and unrelated to other Awards. The grant date of any Dividend Equivalents under the Plan will be the date on which the Dividend Equivalent is awarded by the Administrator, or such other date permitted by Applicable Laws as the Administrator shall determine in its sole discretion. Dividend Equivalents may, at the discretion of the Administrator, be fully vested and nonforfeitable when granted or subject to such vesting conditions as determined by the Administrator. For the avoidance of doubt, Dividend Equivalents with respect to Awards shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend Equivalents shall be evidenced in writing, whether as part of the Award Agreement governing the terms of the Award, if any, to which such Dividend Equivalent relates, or pursuant to a separate Award Agreement with respect to freestanding Dividend Equivalents.
ARTICLE XIII
TERMINATION AND FORFEITURE
Section 13.1Termination. Except as provided in Article XIV or in the applicable Award Agreement, or as determined by the Administrator, unvested Awards granted under the Plan will be forfeited upon a Participant’s termination of employment or service to the Company for any reason.
Section 13.2Forfeiture and Recoupment of Awards. Awards granted under this card,Plan (and gains earned or accrued in connection with Awards) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct) as may be adopted by the Administrator or the Board from time to time. Any such policies may (in the discretion of the Administrator or the Board) be applied to outstanding Awards at the time of adoption of
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such policies, or on a prospective basis only. Participants shall also forfeit and disgorge to the Company any Awards granted or vested and any gains earned or accrued due to the exercise of Options or SARs or the sale of any Company Common Stock to the extent required by Applicable Law or as required by any stock exchange or quotation system on which the Company Common Stock is listed or quoted, in each case in effect on or after the Effective Date, including Section 304 of the Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act and any regulations promulgated thereunder. For the avoidance of doubt, the Administrator shall have full authority to implement any policies and procedures necessary to comply with Applicable Law and/or the requirements of any stock exchange or quotation system on which the Company Common Stock is listed or quoted. The implementation of policies and procedures pursuant to this Section 13.2 and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards.
Section 13.3Clawbacks. Awards shall be subject to any generally applicable clawback policy adopted by the Administrator, the Board, the Company or any Subsidiary of the Company that is communicated to the Participants or any such policy adopted to comply with Applicable Law. Any such policy may subject Awards and Shares or amounts paid or realized with respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.
ARTICLE XIV
CHANGE IN CONTROL
Section 14.1Alternative Awards. Unless otherwise expressly provided in an Award Agreement or determined by the Administrator at any time prior to a Change in Control, subject to Section 14.2, no cancellation, acceleration of vesting or other payment shall occur in connection with a Change in Control with respect to any (i) unvested or unexercisable Award and/or (ii) if reasonably determined in good faith by the Administrator prior to the occurrence of the Change in Control, vested Awards, and such Award shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that any Alternative Award must (x) give the Participant who held such Award rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Award immediately prior to the Change in Control, including, without limitation, an identical or better schedule as to vesting and/or exercisability and that Alternative Awards that are stock options have identical or better methods of payment of the exercise price thereof; (y) as to any service-based vesting requirement applicable to the Award, provide for full vesting of the Alternative Award, if within twelve (12) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the remaining vesting period thereof; and (z) as to any performance-based vesting requirement applicable to the Award, provide for vesting of the Alternative Award at target levels, if within twelve (12) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the remaining vesting period thereof. If the Administrator determines in connection with a Change in Control that performance-based vesting requirements applicable to an Award will no longer operate as intended following the Change in Control or will no longer provide the intended incentive, the Administrator may modify such performance-based vesting requirements or impose new performance-based vesting requirements so long as the Administrator determines that such modified or new performance-based vesting requirements are not materially more difficult to achieve than the performance-based vesting requirements applicable to the Award immediately prior to the Change in Control, or determine to vest such Awards.
Notwithstanding this Section 14.1, if the securities underlying the Alternative Award are not publicly traded, (i) the acquisition, holding and disposition of the shares underlying the Alternative Award may be subject to such terms and conditions as are established by the Administrator prior to the Change in Control and (ii) the Company or the acquiror in such Change in Control shall be required to repurchase any vested Alternative Awards or securities underlying such Alternative Awards following termination of employment (other than termination for Cause or other circumstances resulting in the forfeiture of such Alternative Awards in accordance with Section 13.2 or an applicable award agreement) for cash or marketable securities equal to the fair market value of the securities subject to such Alternative Award on the effective date of termination (and, in the case of Alternative Awards that are stock
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options or stock appreciation rights, in excess of the exercise price or base price that the Participant would be required to pay in respect of such Alternative Award).
Section 14.2Settlement. Except as otherwise provided in this Article XIV or in an Award Agreement or thereafter on terms more favorable to a Participant, if the Administrator reasonably determines in good faith, prior to the occurrence of a Change in Control, that no Alternative Awards will (or should) be provided upon a Change in Control:
(a) each unvested Award (other than Performance Awards and freestanding Dividend Equivalents not granted in connection with another Award) shall vest;
(b) each outstanding Option and SAR shall be canceled in exchange for a payment equal to the excess, if any, of the Change in Control Price over the applicable Option Price or Base Price;
(c) Shares underlying all Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units, and other Stock-Based Awards that are vested (as provided in this Section 14.2 or otherwise) shall be issued or released to the Participant holding such Award, except to the extent that the Administrator has determined, in accordance with authority granted to it by the Plan or the applicable Award Agreement to settle such Award in cash in lieu of shares;
(d) Each outstanding unvested Performance Award shall be cancelled without payment therefor, unless otherwise provided in the individual Award Agreement governing such Performance Award or determined by the Administrator; and
(e) all freestanding Dividend Equivalents not granted in connection with another Award shall be cancelled without payment therefor.
To the extent any portion of the Change in Control Price is payable other than in cash and/or other than at the time of the Change in Control, Award holders under the Plan shall receive the same value in respect of their Awards (less any applicable exercise price, Base Price or similar feature) as is received by the Company’s stockholders in respect of their Company Common Stock (as determined by the Administrator), and the Administrator shall determine the extent to which such value shall be paid in cash, in securities or other property, or in a combination of cash and securities or other property, consistent with Applicable Law. To the extent any portion of the Change in Control Price is payable other than at the time of the Change in Control, the Administrator shall determine the time and form of payment to the holders of Award consistent with Section 409A of the Code and other Applicable Laws. For avoidance of doubt, upon a Change in Control the Administrator may cancel Options and SARs for no consideration if the aggregate Fair Market Value of the Shares subject to Options and SARs is less than or equal to the Option Price of such Options or the Base Price of such SARs.
Section 14.3Section 409A. Notwithstanding the discretion in Sections 14.1 and 14.2, if any Award is subject to Section 409A of the Code and an Alternative Award would be deemed a non-compliant modification of such Award under Section 409A of the Code, then no Alternative Award shall be provided and such Award shall instead be treated as provided in Section 14.2 or in the Award Agreement (or in such other manner determined by the Administrator that is a compliant modification under Section 409A of the Code).
ARTICLE XV
OTHER PROVISIONS
Section 15.1Awards Not Transferable. Unless otherwise approved by the Administrator, no Award or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section
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15.1 shall prevent transfers by will or by the applicable laws of descent and distribution or, with the prior approval of the Company’s General Counsel or the Administrator, estate planning transfers.
Section 15.2Amendment, Suspension or Termination of the Plan or Award Agreements.
(a) The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that without the approval by a majority of the shares entitled to vote at a duly constituted meeting of shareholders of the Company, no amendment or modification to the Plan may (i) except as otherwise expressly provided in Section 4.1(a) or Section 4.2, increase the number of Shares subject to the Plan, (ii) modify the class of persons eligible for participation in the Plan; (iii) modify the prohibition against repricing in Section 4.4; or (iv) materially modify the Plan in any other way that would require shareholder approval under Applicable Law.
(b) Except as otherwise expressly provided in the Plan, neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Award, adversely alter or impair any rights or obligations under any Award theretofore granted.
(c) Notwithstanding any provision of the Plan to the contrary, in no event shall adjustments made by the Administrator pursuant to Section 4.2 or the application of Section 13.2, Section 13.3, Section 14.1, Section 14.2, Section 15.6 or Section 15.12 to any Participant constitute an amendment of the Plan or of any Award Agreement requiring the consent of any Participant.
(d) No Award may be granted during any period of suspension or after termination of the Plan, and in no event may any Award be granted under this Plan after the expiration of ten (10) years from the Effective Date.
Section 15.3Effect of Plan upon Other Award and Compensation Plans. The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Subsidiaries. Nothing in this Plan shall be construed to limit the right of the Company or any of the Subsidiaries (a) to establish any other forms of incentives or compensation for Service Providers or (b) to grant or assume options or restricted stock other than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options or restricted stock in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.
Section 15.4At-Will Employment. Nothing in the Plan or any Award Agreement hereunder shall confer upon the Participant any right to continue as a Service Provider of the Company or any of the Subsidiaries or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without Cause.
Section 15.5Titles. Titles are provided herein for convenience only and are authorizednot to voteserve as a basis for interpretation or construction of the Plan.
Section 15.6Conformity to Securities Laws. The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any of the Subsidiaries or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Awards shall be granted and may be exercised, only in theirsuch a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and Awards granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
Section 15.7Term of Plan. The Plan shall be effective upon and subject to the approval by the stockholders of the Company in accordance with Applicable Law (the “Effective Date”) and shall continue in effect, unless sooner terminated pursuant to Section 15.2, until the day immediately preceding the tenth (10th) anniversary of the Effective Date. The provisions of the Plan shall continue thereafter to govern all outstanding Awards.
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Section 15.8Governing Law. To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Cook County, Illinois.
Section 15.9Severability. In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.
Section 15.10Governing Documents. In the event of any express contradiction between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any Subsidiary that has been approved by the Administrator, the express terms of the Plan shall govern, unless it is expressly specified in such Award Agreement or other written document that such express provision of the Plan shall not apply.
Section 15.11Withholding Taxes. In addition to any rights or obligations with respect to Withholding Taxes under any applicable Award Agreement, this Plan provides that the Company or any Subsidiary employing a Service Provider shall have the right to deduct and withhold from the Service Provider, or otherwise require the Service Provider or an assignee to pay to the Company or any such Subsidiary, any Withholding Taxes arising out of or due as a result of the grant, exercise, vesting, settlement or transfer of any Award or any other event occurring pursuant to the Plan or any Award Agreement, that may give rise to a Withholding Tax obligation. The Company and any such Subsidiary shall be entitled, without limitation to deduct any amount the Company determines constitutes the applicable Withholding Taxes from any payment of any kind or from any amount otherwise due to the Service Provider or to take such other actions (including, without limitation and in the sole discretion whenof the Company, withholding cash deliverable pursuant to any Award, delivery of previously owned Shares, net settlement, a votebroker-assisted sale, or other cashless withholding or reduction of the amount of Shares otherwise issuable or delivered pursuant to the Award) as the Company may determine is necessary to satisfy all or any portion of such Withholding Taxes; provided, however, that in the event that the Company withholds Shares issued or issuable to the Participant to satisfy all or any portion of the Withholding Taxes, the Company shall withhold a number of whole Shares having a Fair Market Value, determined as of the date of withholding, that shall satisfy the maximum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid liability award accounting); and provided, further, that with respect to any Award subject to Section 409A of the Code, in no event shall Shares be withheld pursuant to this Section 15.11 (other than upon or immediately prior to settlement in accordance with the Plan and the applicable Award Agreement) other than to pay taxes imposed under FICA and any associated U.S. federal withholding tax imposed under Section 3401 of the Code and in no event shall the value of such Shares (other than upon immediately prior to settlement) exceed the amount of the tax imposed under FICA and any associated U.S. federal withholding tax imposed under Section 3401 of the Code. For the avoidance of doubt, the Company (or the Administrator) shall not be obligated to withhold Shares otherwise deliverable to a Participant to satisfy any applicable Withholding Taxes. Notwithstanding the Company’s ability deduct and withhold Withholding Taxes, Participant shall in all cases be and remain responsible for all Participant taxes and any tax consequences of any Award.
Section 15.12Section 409A. It is the general intention, but not the obligation, of the Administrator to design Awards to comply with or to be exempt from Section 409A of the Code, and Awards will be operated and construed accordingly. Neither this Section 15.12 nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Shares underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code. To the extent that the Administrator determines that any Award is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate any terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
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regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that following the adoption of the Plan, the Administrator determines that any Award may be subject to Section 409A of the Code and related regulations and Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the adoption of the Plan), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance or (c) comply with any correction procedures available with respect to Section 409A of the Code. Notwithstanding anything else contained in this Plan or any Award Agreement to the contrary, if a Service Provider is a “specified employee” as determined pursuant to Section 409A of the Code under any Company Specified Employee policy in effect at the time of the Service Provider’s “separation from service” (as determined under Section 409A of the Code) or, if no such policy is in effect, as defined in Section 409A of the Code), then, to the extent necessary to comply with, and avoid imposition on such Service Provider of any tax penalty imposed under, Section 409A of the Code, any payment required to be made to a Service Provider hereunder upon or following his or her separation from service shall be delayed until the first to occur of (i) the six (6)-month anniversary of the Service Provider’s separation from service and (ii) the Service Provider’s death. Should payments be delayed in accordance with the preceding sentence, the accumulated payment that would have been made but for the period of the delay shall be paid in a single lump sum during the ten (10)-day period following the lapsing of the delay period. No provision of this Plan or an Award Agreement shall be construed to indemnify any Service Provider for any taxes incurred by reason of Section 409A of the Code (or timing of incurrence thereof), other than an express indemnification provision therefor.
Section 15.13Notices. Except as provided otherwise in an Award Agreement, all notices and other communications required or permitted to be given under this Plan or any Award Agreement shall be in writing and shall be deemed to have been given if delivered personally, sent by email or any other form of electronic transfer approved by the Administrator, sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, (i) in the case of notices and communications to the Company, to its current business address and to the attention of the General Counsel of the Company or (ii) in the case of a Participant, to the last known address, or email address or, where the individual is an employee of the Company or one of its subsidiaries, to the individual’s workplace address or email address or by other means of electronic transfer acceptable to the Administrator. All such notices and communications shall be deemed to have been received on the date of delivery, if sent by email or any other form of electronic transfer, at the time of dispatch or on the third business day after the mailing thereof.
Section 15.14Beneficiary Designation. Each Participant under the Plan may from time to time pursuant to procedures approved by the Company name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death.
Section 15.15Establishment of Sub-plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Employer shall not be required to provide copies of any supplement to Participants in any jurisdiction that is not specified. If no specification is made, it is the intention of said proxies to vote the shares represented by the proxy in favoraffected.
Section 15.16Funding of the proposal.
Plan; Limitation on Rights.This proxy when properly executed willPlan shall be votedunfunded. Neither the Company nor any other Employer shall be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under this Plan. No Participant or any other person shall under any circumstances acquire any property interest in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR the election of all the director nominees in Proposal 1; FOR Proposal 2 - approval, on a non-binding advisory basis,any specific assets of the compensationCompany or any Subsidiary. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of our named executive officers; and FOR Proposal 3 -any unsecured general creditor of the ratification of our independent registered public accounting firm.Company.

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