PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 6, 2020

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. 1)

No.__)

Filed by the Registrant ☒

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))
☐Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

☐     Preliminary Proxy Statement
☐     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐     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):

☒ 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:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
☒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:

☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:_____



PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 6, 2020


image3a01a041.jpg
SYNALLOY CORPORATION

4510 COX ROAD, SUITE 201

RICHMOND, VA 23060


 

MESSAGE FROM THE BOARD OF DIRECTORS

Dear Fellow Shareholders –

You are cordially invited to attend the 2020Notice of 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Synalloy Corporation, a Delaware corporation (the “Company”), which is scheduled to be held at _____________ on ________, 2020 at [9:00 a.m.] ET, and any adjournments or postponements. Shareholders of the Company at the close of business on ________, 2020 are entitled to notice of, and to vote at, the Annual Meeting. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of

The 2021 Annual Meeting of Shareholders (2021 Annual Meeting) of Synalloy Corporation (Company) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/SYNL2021 on Wednesday, May 19, 2021, at 9:00 a.m. Eastern Time. To access this website and Proxy Statement. The Proxy Statement was first made availableenter the meeting, you must have your control number available.
In light of ongoing coronavirus developments and pursuant to our shareholders on or about ________, 2020. You should also have received aBLUE Proxy Card or voting instruction formguidance and postage-paid return envelope, which are being solicited on behalf of ourprotocols issued by public health authorities and federal, state and local governments, the Board of Directors (the “Board”).

Your votehas determined that the 2021 Annual Meeting will be especially important atheld in a virtual meeting format only, via the Annual Meeting. As you may know, Privet Fund LP, UPG Enterprises LLC and certain of their respective affiliates (collectively, the “Dissident Group”) have notified the Company that they intend to nominate five candidates to the Board for election as directors at the Annual Meeting. Once elected, the Dissident Group’s nominees would constitute a majority of the Board. The Board doesNOT endorse the election of any of the Dissident Group’s nominees and strongly urges youNOT to sign or return any proxy card sent to you by the Dissident Group. If you have previously submitted a white proxy card sent to you by the Dissident Group, you can revoke that proxy and have your shares voted for our Board’s nominees and on the other mattersInternet, with no physical in-person meeting.


Matters to be voted on at the 2021 Annual Meeting by completing, signing, dating and returning the enclosedBLUE Proxy Card or by following the instructions provided on theBLUE Proxy Card to submit a proxy over the Internet or by telephone or by attending the Annual Meeting and voting your shares in person.

We are confident that our slate of Board nominees has the right mix of professional achievement, skills, experiences and reputations that qualify eachas follows:

1.Election of the Company’sfour director nominees to serve asnamed in this Proxy Statement.
2.Approval, on a shareholder representative overseeing the managementnon-binding advisory basis, of the Company. We are committed to engaging withcompensation of our shareholders and continuing to respond to shareholder concerns about the Company, and we believe we arenamed executive officers (say-on-pay).
3.Approval of an increase in the best position to overseenumber of shares of Company stock reserved for issuance under the executionCompany’s 2015 Stock Plan.
4.Ratification of the appointment of BDO USA, LLP as our long-term strategic plan to grow and realize shareholder value. The Board unanimously recommends that you vote “FOR”independent auditor for the electionfiscal year ending December 31, 2021.
5.Consideration of Messrs. Craig C. Bram, Anthony A. Callander, Henry L. Guy, Jeffrey Kaczka, James W. Terry, Jr., and Murray H. Wright and Mses. Susan S. Gayner and Amy J. Michtich.

After reading the Notice of Annual Meeting of Shareholders and the proxy statement, please mark your votes on the accompanyingBLUE Proxy Card or voting instruction form, sign it and promptly return it in the accompanying postage-paid envelope. You may also vote by Internet or telephone as instructed in the proxy statement or on theBLUE Proxy Card or voting instruction form. Please vote by whichever method is most convenient for you to ensure that your shares are representedother business properly presented at the Annual Meeting.

meeting.


You may receive proxy solicitation materials from the Dissident Group, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to the Dissident Group or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf

All of the Dissident Group or any other statements that the Dissident Group or its representatives have made or may otherwise make. The Board, including all of its independent directors, strongly urges youNOT to sign or return any proxy card sent to you by or on behalf of the Dissident Group. Signing, dating and returning any proxy card that the Dissident Group, or any of its affiliates may send to you, even with instructions to vote “withhold” with respect to the Dissident Group’s nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees on aBLUE Proxy Card, as only your latest proxy card or voting instruction form will be counted. Again, if you have previously submitted a white proxy card sent to you by or on behalf of the Dissident Group, you can revoke that proxy and vote for your Board’s nominees and on the otherabove matters to be voted on at the Annual Meeting by using the enclosedBLUE Proxy Card or voting by Internet or telephone by following the instructions specified on theBLUE Proxy Card or by voting your shares in person at the Annual Meeting.

It is very important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing theBLUE Proxy Card or voting instruction form. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and vote your shares in person.

Your vote and participation, no matter how many or how few shares you own, are very important to us. Your cooperation is greatly appreciated.

By Order of the Board of Directors,

Richmond, Virginia

________, 2020

The attached Notice of Annual Meeting of Shareholders and proxy statement are first being made available to shareholders beginning ________, 2020. If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of this Proxy Statement or require assistance in authorizing a proxy or voting your shares of common stock, please contact the Company’s proxy solicitor at the contact listed below:

509 Madison Avenue Suite 1206

New York, New York 10022

Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400

Email: SYNL@investor.morrowsodali.com

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 6, 2020

SYNALLOY CORPORATION

4510 COX ROAD, SUITE 201

RICHMOND, VA 23060

NOTICE OF ANNUAL MEETING

________, 2020

TO THE SHAREHOLDERS OF SYNALLOY CORPORATION

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Synalloy Corporation, a Delaware corporation (the “Company”), will be held at ____________ on ________,2020 at [9:00 a.m.] ET.

The following important matters will be presented for your consideration.

1.To elect eight nominees to the Company’s Board of Directors (the “Board”), each to hold office until the 2021 Annual Meeting of Shareholders or until his or her respective successor is elected and qualified (Proposal 1);

2.To approve, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay) (Proposal 2); and

3.To ratify the appointment of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 3).

Shareholders may also consider such other business as may properly be brought before the meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the accompanying Proxy Statement accompanyingStatement.


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 2021 Annual Meeting. The Board unanimously recommendsMeeting while reducing costs. Shareholders can request a vote “FOR” eachpaper copy of the eight nominees for director named inproxy materials by following the accompanying Proxy Statement and a vote “FOR” each of Proposal 2 and 3instructions included on the enclosedBLUENotice. Proxy Card.

Onlymaterials will be made available to shareholders electronically on or around April 1, 2021 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/SYNL2021 and vote if you were a shareholder of record at the close of business on ________, 2020 areMarch 22, 2021.

Proxy Voting: Each share of Synalloy common stock is entitled to notice of and toone vote aton each matter properly brought before the Annual Meeting and any adjournment or postponement thereof. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless requiredmeeting. Please vote by law or the Company’s Bylaws, as amended (the “Bylaws”).

A complete list of shareholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting during ordinary business hours, at the Company’s headquarters, 4510 Cox Road, Suite 201, Richmond, Virginia 23060. The transfer books of the Company will not be closed.

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described in theBLUE Proxy Card or voting instruction form providedpossible. Your vote is very important to you, (ii) calling the toll-free number in theBLUE Proxy Card or voting instruction form provided to you, or (iii) completing, signing, datingus, and returning the enclosedBLUE Proxy Card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you. You are urged to complete and submit the enclosedBLUE Proxy Card, even if your shares were sold after such date.

If your broker, bank, trustee or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order forwe want your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosedBLUE Proxy Card. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting.

Your vote will be especially importantrepresented at the Annual Meeting. Privet Fund LP, UPG Enterprises LLC and certain of their respective affiliates (collectively, the “Dissident Group”) have notified the Company that they intend to nominate five candidates to the Board for election as directors at the Annual Meeting. You may receive proxy solicitation materials from the Dissident Group, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to the Dissident Group or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Dissident Group or any other statements that the Dissident Group or its representatives have made or may otherwise make. Signing, dating and returning any proxy card that the Dissident Group, or any of its affiliates may send to you, even with instructions to vote “withhold” with respect to the Dissident Group’s nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees on aBLUE proxy card, as only your latest proxy card or voting instruction form will be counted. Again, if you have previously submitted a white proxy card sent to you by or on behalf of the Dissident Group, you can revoke that proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosedBLUE Proxy Card or voting by Internet or telephone by following the instructions specified on theBLUE Proxy Card or by voting your shares in person at the Annual Meeting. If you are a participant in the Synalloy Corporation 401(k) Plan/Employee Stock Ownership Plan (the “401(k)/ESOP Plan”) and you own shares of our Common Stock through the 401(k)/ESOP Plan, you should follow the instructions provided by the 401(k)/ESOP Plan trustee with respect to having the shares allocated to you in the 401(k)/ESOP Plan voted at the Annual Meeting.

The Board, including all of its independent directors, strongly and unanimously recommends that you vote on theBLUE Proxy Card or voting instruction form “FOR” the election of Messrs. Craig C. Bram, Anthony A. Callander, Henry L. Guy, Jeffrey Kaczka, James W. Terry, Jr., and Murray H. Wright and Mses. Susan S. Gayner and Amy J. Michtich.

The nomineesmeeting.


Dated April 1, 2021

By order of the Board for election as directors of the Company are listed in the accompanyingDirectors

rapsignature2.jpg
Robert A. Peay, Corporate Secretary

Synalloy Corporation’s Notice of Annual Meeting, 2021 Proxy Statement, andBLUE Proxy Card.IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED BLUE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE BLUE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED BLUE PROXY CARD PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL OWNER WHO OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE OR OTHER NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON. IF YOU ARE AN 401(K)/ESOP PLAN PARTICIPANT AND WANT TO REVOKE ANY PRIOR VOTING INSTRUCTIONS YOU PROVIDED TO THE 401(K)/ESOP PLAN TRUSTEE IN RESPECT OF THE ANNUAL MEETING, YOU MUST CONTACT THE 401(K)/ESOP PLAN TRUSTEE.

Regardless of the number of shares of common stock of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in Synalloy Corporation.

By order of the Board of Directors
Sally M. Cunningham
Secretary

Richmond, Virginia

________, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON ________, 2020.

The accompanying Proxy Statement, the accompanyingBLUE Proxy Card, and the Company’s Summary Annual Report to Shareholders (including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019) are available free of charge at www.proxyvote.com. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement.

Please sign, date and promptly return the enclosedBLUE Proxy Card in the envelope provided, or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the Annual Meeting. Instructions are on yourBLUE Proxy Card or on the voting instruction form provided by your broker.

Brokers cannot vote on any of the proposals without your instructions.

********************

The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement, including the appendices, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of this Proxy Statement or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact the Company’s proxy solicitor at the contact listed below:

509 Madison Avenue Suite 1206

New York, New York 10022

Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400

Email: SYNL@investor.morrowsodali.com

The

2020 Annual Report on Form 10-K is furnished herewith.

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 ________, 2020

The Company’s 2019 Annual Report to Shareholders, 2019 Annual Report on Form 10-K and 2020 Proxy Statement are available via the Interneton our website at http://investor.synalloy.com.

investors.synalloy.com/proxy.


SYNALLOY CORPORATION

2020

2021 Proxy Statement

Table of Contents


Page
Our Director Nominees1
Corporate Governance Highlights2
4
3
Background to the Solicitation14
19
6
20
7
21
8
30
15
45
27
28
Proposal 4 - Ratification of the Appointment of Our Independent Registered Public Accounting Firm
47
Appendix – Additional Information Regarding Participants in the Solicitation32
A-1

i


PRELIMINARY











SYNALLOY CORPORATION
PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 6, 2020

SYNALLOY CORPORATION

4510 COX ROAD, SUITE 201

RICHMOND, VA 23060

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

________,

May 19, 2021
The 2020

This Proxy Statement and the accompanyingBLUE Proxy Card, along with the 2019 Annual Report to Shareholders, (includingincluding our Annual Report on2020 Form 10-K, for the fiscal year ended December 31, 2019) is being made available to shareholders together with these proxy materials on or about ________, 2020 in connection with the solicitation by the Board of Directors (the “Board”) of Synalloy Corporation, a Delaware corporation (the “Company”) of proxies to be voted at the Annual Meeting of Shareholder (the “Annual Meeting”), which will be held on ________, 2020 at [9:00 a.m.] ET, at ___________, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. Any shareholder giving such a proxy may revoke it at any time before it is exercised by written notice to the Corporate Secretary of the Company at the above-stated address, by giving a later dated proxy or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself have the effect of revoking the proxy.

As used in this Proxy Statement, the terms “the Company”, “we”, “us”, and “our” refer to Synalloy Corporation.

Our Director Nominees

You are being asked to vote on the election of the 8 nominees listed below. Additional information about each Director nominee’s background and experience can be found beginning on page 21.

April 1, 2021.

QUESTIONS AND ANSWERS ABOUT THE BOARD UNANIMOUSLY RECOMMENDSPROXY MATERIALS, ANNUAL MEETING AND VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3, USING THE ENCLOSED BLUE PROXY CARD.

THE BOARD URGES YOUNOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY PRIVET FUND LP, UPG ENTERPRISES LLC AND ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “DISSIDENT GROUP”), EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

1

NamePositionAgeBoard
Tenure		Committee
Memberships
Craig C. BramPresident and Chief Executive Officer of the Company6116 years
Anthony A. CallanderPrincipal at Business Value Consultancy; Former Partner at Ernst & Young, LLP738 yearsAudit (Chair)
CG
Susan S. GaynerPresident and CEO of ParkLand Ventures, Inc.; Independent Director of Constellation Software Inc.594 yearsComp
CG (Chair)
Henry L. GuyPresident and CEO of Modern Holdings Incorporated; Former Managing Director of Anima Regni Partners518 yearsAudit
Comp (Chair)
Jeffrey KaczkaFormer Chief Financial Officer at MSC Industrial Direct, Genworth Financial Inc., Owens & Minor, Inc., Allied Worldwide, Inc. and I-Net, Inc.601 yearAudit
CG
Amy J. MichtichVice President/General Manager, North American Operations of The Scotts Miracle Gro Company; Former Chief Supply Chain Officer of Molson Coors Canada; Former Operations Manager at Miller Brewing Company516 yearsComp
CG
James W. Terry, Jr.Director of Strategic Investments at Hollingsworth Funds, Inc.; Former President of Carolina First Bank728 yearsAudit
Comp
Murray H. Wright
(Chairman of the Board)		Former Senior Counsel at DurretteCrump PLC; Former Partner at VanDeventer Black LLP7419 years

CompCompensation & Long-Term Incentive
CGCorporate Governance

Corporate Governance Highlights

Director Independence

●

●

7 of 8 director nominees are independent

3 fully independent Board committees: Audit, Compensation & Long-Term Incentive,

Corporate Governance

Board Accountability

●

●

Declassified Board – all directors are elected annually

Majority vote standard for charter and bylaw amendment

Board Leadership

●

●

●

Separate CEO and Chairman roles

Annual assessment and determination of Board leadership structure

Independent Chairman has strong role and significant governance duties, including chair of

Executive Sessions of independent directors

Board Evaluation and Effectiveness

●

●

Annual Board and committee self-assessments

Annual independent director evaluation of Chairman and CEO

Board Refreshment & Diversity

●

●

●

●

Balance of new and experienced directors, with 2 directors added in the last 5 years

Retirement Policy in place

2 directors are women

Robust Board self-evaluation process drives refreshment

Director Engagement

●

●  

Shareholder ability to contact directors

All of our directors attended our 2019 Annual Meeting of Shareholders, at which management and the directors responded to each shareholder question

Director Access

●

●

●

Significant interaction with senior business leaders through regular business reviews

Directors have access to senior management and other employees

Directors have ability to hire outside experts and consultants and to conduct independent

investigations


DIRECTOR SKILLS AND EXPERIENCES

Murray H. Wright

Craig C. BramAnthony A. CallanderSusan S. GaynerHenry L. Guy

Jeffrey Kaczka

Amy J. Michtich

James W. Terry, Jr.

Public Company Leadership and StrategyXXXXX
Financial Management / Reporting / AuditXXXXX
Finance / BankingXXXX
Capital Markets / M&AXXXXXXXX
Manufacturing / Supply Chain / LogisticsXXXXX
Operations / Technical Experience (Metals / Chemicals)XXX
Corporate Governance and Other Public Company DirectorshipXXX
Risk ManagementXXXXXXXX
Capital AllocationXXXXXXX
Legal & RegulatoryXXX

Public Company Leadership and Strategy

Directors with significant public company leadership experience, including current and former chief executive officers, provide the Company with special insights. These directors possess a hands-on knowledge of how large organizations operate, including the importance of corporate strategy and risk management, and how these factors impact the Company’s operations and controls.

Financial Management / Reporting / Audit

Directors with an understanding of financial and accounting reporting processes, particularly in large public company organizations, provide an important oversight role. These directors ensure effective oversight of the Company’s financial measures and processes, which is critical to the Company’s legal compliance and overall success.

Finance / Banking

Directors with an understanding of finance and banking, especially with respect to trends in debt and equity markets, provide an important role. These directors provide the Company with the expertise to make sound business judgments and engage in transactions that are supported by the Company’s finances.

Capital Markets / M&A

Directors with capital markets and M&A experience provide the Company with valuable insights into potential strategic transactions, as well as important skills in deal analysis and negotiation. Such directors help to evaluate worthwhile opportunities and advise the rest of the Board as to its role and obligations when contemplating potential mergers, acquisitions, or other similar transactions.

Manufacturing / Supply Chain / Logistics

Directors with manufacturing, supply chain, and logistics experience play an important role, by providing the Company with strategic guidance in areas critically important to its business and allowing the Company to be more competitive and efficient.


Operations / Technical Expertise (Metals / Chemicals)

Directors with operations and technical expertise in metals and chemicals provide the Company with special insights. These directors possess knowledge of how to best allocate resources and support production of the Company’s products.

Corporate Governance and Other Public Company Directorship

Directors with corporate governance and other public company directorship experience provide an important oversight role. These directors carry out the responsibilities relating to strong Board and management accountability, and the development and maintenance of the corporate governance policies and related matters required by the federal securities laws.

Risk Management

Directors with risk management expertise help the Company to identify and anticipate risks so that the Company can take only those risks that are consistent with its business objectives, and keep all other risks controlled.

Capital Allocation

Directors with experience in capital allocation prove instrumental in helping the Board collaborate with management to shape and execute a strategy with respect to the distribution and investment of the Company’s financial resources. Specifically, such directors will provide guidance in prioritizing among the many options available to a company looking to allocate excess capital, including whether to make a distribution to shareholders, engage in acquisitions or other strategic transactions, or invest in organic growth. As such, these directors aid the Company in making key decisions about the profits and long-term health of the Company.

Legal & Regulatory

Directors with legal knowledge and experience are able to advise the Board in its oversight role and in appropriate communications with shareholders. As a public company, the Company is subject to myriad regulatory and other legal requirements and elevated scrutiny from federal and state sources, which legally experienced directors can help the Board to navigate. This helps to ensure that the Company remains legally compliant at all times as it executes its business strategy, and this experience is especially helpful during current times of increased uncertainty and volatility in global markets and politics.

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/SYNL2021 for instructions on _____________, 2020,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 [9:9:00 a.m.] ET at _________________.

Why am I receiving this Proxy Statement?

Theon Wednesday, May 19, 2021. 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 at the Annual Meeting because you owned shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at the close of business on the Record Date, and therefore, are entitled to vote at the Annual Meeting on the following proposals:

●Proposal 1: To elect eight nominees named in this Proxy Statement to serve on the Board, each until the next annual meeting of shareholders and until his or her respective successor is duly elected and qualified;
●Proposal 2: To approve, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers; and
●Proposal 3: To ratify the appointment of KPMG, LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Is my vote important?

Your vote will be particularly important at the Annual Meeting. As you may know, the Company has received a notice from the Dissident Group regarding its intent to nominate a slate comprised of five candidates to the Board for election as directors, (each, a “Dissident Group Nominee” and collectively, the “Dissident Group Nominees”), in opposition to the eight nominees recommended by the Board. If elected, the Dissident Group Nominees would constitute a majority of the Board.


The Board recommends a vote “FOR” the election of each of the director nominees named in this proxy statement on the enclosedBLUE Proxy Card, and strongly urges youNOT to sign or return any proxy card(s) or voting instruction form(s) that you may receive from the Dissident Group. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the Dissident Group or any Dissident Group Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Dissident Group or any other statements that the Dissident Group or its representatives have made or may otherwise make.

To vote “FOR” any of the Board’s nominees, you must complete, sign, date and return the enclosedBLUE Proxy Card or follow the instructions provided in theBLUE Proxy Card for submitting a proxy over the Internet or by telephone or vote in person at the Annual Meeting.

If you have previously signed any proxy card sent to you by the Dissident Group in respect of the Annual Meeting, you can revoke it by completing, signing, dating and returning the enclosedBLUE Proxy Card or by following the instructions provided in theBLUE Proxy Card for submitting a proxy to vote your shares over the Internet or by telephone or voting in person at the Annual Meeting. Completing, signing, dating and returning any proxy card that the Dissident Group may send to you, even with instructions to vote “withhold” with respect to the Dissident Group Nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees as only your latest proxy card or voting instruction form will be counted. Beneficial owners whose shares are held in “street name” should follow the voting instructions provided by their bank, broker, trustee or other nominee to ensure that their shares are represented and voted at the Annual Meeting, or to revoke prior voting instructions. The Board urges you to complete, sign, date and return only the enclosedBLUE Proxy Card.

Who is soliciting my proxy?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the 2021 Annual Meeting of Shareholders, whether or not you attend the virtual meeting. By completing signing, dating and returning theBLUE Proxy Card proxy card or voting instruction form,card, or by transmitting your proxy and voting instructions overvia the Internet, or by telephone, you are authorizing the proxy holders to vote your shares of Common Stock at theour Annual Meeting as you have instructed. Proxies

On what matters will I be solicited on behalf of the Board by the Company’s directors, director nominees, and certain executive officers of the Company. Such persons are listed in Appendix A to this Proxy Statement.

Additionally, the Company has retained Morrow Sodali LLC (“Morrow Sodali”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited through press releases, investor presentations or other communications issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement. In addition, none of the information on the other websites, if any, listed in this proxy statement is part of this proxy statement. Such website addresses are intended to be inactive textual references only.

Will there be a proxy contest at the Annual Meeting?

The Dissident Group has nominated a slate of five individuals for election as directors to the Board at the Annual Meeting.The Dissident Group Nominees haveNOT been endorsed by the Board. You may receive proxy solicitation materials from the Dissident Group, including proxy statements and white proxy cards.The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to the Dissident Group or any Dissident Group Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Dissident Group or any other statements that the Dissident Group or its representatives have made or may otherwise make.

Our Board is pleased to nominate for election as directors the following eight persons — Craig C. Bram, Anthony A. Callander, Henry L. Guy, Jeffrey Kaczka, James W. Terry, Jr., and Murray H. Wright and Mses. Susan S. Gayner and Amy J. Michtich — named in this Proxy Statement and on the enclosedBLUE Proxy Card. We believe our eight nominees have the breadth of relevant and diverse experiences, integrity and commitment necessary to continue to grow the Company for the benefit of all of the Company’s shareholders.

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voting? How does the Board recommend that I cast my vote?

At the Annual Meeting, you will be asked to: (1) elect the four director nominees listed in this Proxy Statement; (2) approve, on a non-binding advisory basis, the compensation of our named executive officers; (3) approve an increase in the number of shares of Company stock reserved for issuance under Company’s 2015 Stock Plan; and (4) ratify the appointment of our independent auditor.
Our Board unanimously recommends that you vote by proxy usingvote:
FOR all four of theBLUE Proxy Card with respect to the proposals as follows:

●“FOR”  the election of Messrs. Craig C. Bram, Anthony A. Callander, Henry L. Guy, Jeffrey Kaczka, James W. Terry, Jr., and Murray H. Wright and Mses. Susan S. Gayner and Amy J. Michtich to serve on the Board, each until the next annual meeting of shareholders and until his or her successor is duly elected and qualified;
●“FOR”the non-binding, advisory resolution approving the compensation of the Company’s named executive officers for 2020; and
●“FOR”  the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.

Why is the Board making such recommendations?

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 21, 45, 47 and elsewhere director nominees listed in this Proxy Statement.

Who is entitled to vote at Statement;

FOR the Annual Meeting?

The Board has set ________, 2020approval, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay);

FOR the approval of an increase in shares of Company stock reserved for issuance under the Company’s 2015 Stock Plan; and
FOR the ratification of the appointment of BDO USA, LLP as the Record Dateour independent auditor for the Annual Meeting. fiscal year ending December 31, 2021.
How many votes may I cast?
You are entitled to notice and to vote if you were a shareholder, as of the close of business on ________, 2020. You are entitled tomay cast one vote on each proposal for eachevery share of our Common Stock that you heldowned on March 22, 2021, the Record Date,record date, except shareholdersyou have the right to cumulate your votes in regard tofor the election of directors. YourFor 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 mayowned by you multiplied by the number of directors to be voted atelected, or (ii) by distributing your votes on the Annual Meeting only if you are present in person or yoursame principle among any number of candidates.
How many shares are represented by a valid proxy. Ateligible to be voted?
On March 22, 2021, the close of business onrecord date, the Record Date, there were [●]Company had 9,202,045 shares of our Common Stock issued, outstanding and eligible to be voted at the Annual Meeting.

What is the difference between a shareholder of “record” and a “street name” owner?

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. The Company sent the proxy materials directly to you. TheBLUE Proxy Card accompanying this Proxy Statement will provide information regarding how to vote your shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. You are considered to be the beneficial owner of those shares and your shares are said to be held in “street name,” and the proxy materials are being forwarded to you by that organization. Street name owners generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. If you do not provide that organization specific direction on how to vote, yourMeeting (excluding 1,097,955 shares held in the name of that organization may nottreasury).

How many shares must be voted and will not be considered entitledpresent to vote on any matters to be considered athold the Annual Meeting, and as such, will not be considered present at the Annual Meeting. If you own your shares in “street name,” please instruct your bank, broker, trustee or other nominee how to vote your shares using theBLUE voting instruction form provided by your bank, broker, trustee or other nominee so that your vote can be counted. TheBLUE voting instruction form provided by your bank, broker, trustee or other nominee may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.

Meeting?

What constitutes a quorum?

Except where otherwise provided by applicableUnder Delaware law and our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) or the Bylaws, as amended (the “Bylaws”), the presence in person (virtually) or by proxy of the holders of a majority of the issued and outstanding shares of stock of the Companyour Common Stock entitled to vote constitutesis necessary to constitute a quorum for the transaction of business, which is required to hold and conduct business at the Annual Meeting. The inspector of election will determine whether a quorum is present. At the closeIf you are a beneficial owner (as defined below) of business on the Record Date, [●] shares of our Common Stock were outstanding and entitledyou do not instruct your bank, broker, or other holder of record how to vote atyour shares (so-called "broker non-votes") on any of the Annual Meeting. Shares are

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proposals, your shares may still be counted as present at the Annual Meeting if:

●you attend 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 4. In addition, shares held by shareholders of record who are present at the Annual Meeting in person or
●your shares are represented by a properly authorized and submitted proxy (submitted over the Internet, by telephone or by mail).

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining whether a quorum if you provideexists, whether or not such holder abstains from voting instructions to your broker, bank, trustee or other nominee and such broker, bank, trustee or other nominee submitshis shares on any of the proposals.

If a proxy covering your shares. In the absence of a quorum is present at the Annual Meeting, Proposal 1 - Election of Directors, directors will be elected by a plurality of the votes cast by shares present in person or by proxy and entitled to vote at the meeting. "Plurality" means that, if there are more nominees than positions to be filled, the individuals who received the largest number of votes cast for directors will be elected, whether or not they receive a majority of votes cast. Votes that are withheld or shares that are not voted in the election of directors will have no effect on the outcome of the election of directors.
Approval for Proposal 2 - Advisory Vote on the Compensation of Our Named Executive Officers, Proposal 3 – Increase in Authorized Shares Under the Company’s 2015 Stock Plan, Proposal 4 - Ratification of the Appointment of Our Independent Auditor, and all other matters which may be adjourned, from time to time,considered and acted upon by vote of the holders of Common Stock at the Annual Meeting will be approved if a majority of the shares represented at such meeting (but no other business shall be transacted at such meeting), without any notice if the timepresent and place thereof are announcedeligible to vote at the meeting are voted in favor of the proposals.
If a quorum is not present or represented at which the adjournmentmeeting, the shareholders entitled to vote who are present in person or represented by proxy have the power to adjourn the meeting.If the meeting is taken unless the adjournment is for more than thirtyto be reconvened within 30 days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event ano notice of the adjournedreconvened meeting will be given to each shareholder of record entitled to voteother than an announcement at the adjourned meeting.

Who can attendIf the Annual Meeting?

Admissionmeeting is to the Annual Meeting is limited to shareholders and their duly appointed proxy holders asbe adjourned for 30 days or more, notice of the close of business on the Record Date with proof of ownership of Common Stock, as well as valid government-issued photo identification, such as a valid driver’s license or passport. If your shares are held in “street name” and you plan to attend the Annual Meeting, you must present proof of your ownership of Common Stock, such as a bank or brokerage account statement, as well as valid government-issued photo identification to be admitted to the Annual Meeting. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of proof of ownership as well as valid government-issued photo identification.

Wereconvened meeting will be unable to admit anyone who does notgiven as provided in the Bylaws. At any reconvened meeting at which a quorum is present identification or refuses to complyrepresented, 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 our rulesthe solicitation of conductproxies for the Annual Meeting. For security reasons, youIn addition to solicitations by mail, our directors, officers, and your bagsemployees, 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 subjectrequested to search prior to your admittanceforward proxy soliciting material to the Annual Meeting. These rules provide, among other things, that no cameras, recording equipment, electronic devices, large bags or packagesbeneficial owners, and as required by law, we will be permitted at the Annual Meeting. You are encouraged to submit aBLUE proxy card to have your shares voted regardless of whether or not you plan to attend the Annual Meeting.

Your vote is very important. Please submit your BLUE Proxy Card even if you plan to attend the Annual Meeting.

reimburse them for their related out-of-pocket expenses.

How do I vote my shares?

The process for voting your shares depends on how your Common Stock is held. Generally, you may hold Common Stock in your name as a “shareholdervote?

Shareholders of record” or in an account with a broker, bank, trust or other nominee (i.e., in “street name”). If your shares are registered in your name, you mayRecord
Shareholders of record can vote your shares in person at the Annual Meeting or by proxy. Shareholders of record may also vote their proxy whetherby mail, by telephone or not you attendby Internet following the Annual Meeting. instructions on the proxy card.
Beneficial Shareholders
If your shares are held in the name of a broker, bank, trustbroker or other nominee, you will receive instructions from the nominee that you must follow in order for your shares to be voted.Your broker is not permitted to vote your shares on anythe election of directors, thenon-binding advisory vote on the compensation of our named executive officers, or the increase in authorized shares under the 2015 Stock Plan. Your broker has discretionary authority to vote your shares on ratification of the proposalsappointment of 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, without receivingyou should contact your voting instructions.

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, theBLUE Proxy Card proxy card sent to you will also serve as your voting instruction formcard 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 11:595:00 p.m. ET, ________, 2020May 17, 2021 (the “Plan Cut-Off Date”)plan cut-off 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”"FOR" all the director nominees named in this Proxy Statement and “FOR”"FOR" all other proposals.

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Voting Methods

If you are a shareholder as of the close of business on the Record Date, you

You can vote your sharesproxy by any of the methods below:

VOTE BY INTERNET -www.proxyvoting.com/SYNL (for shareholder of record);www.proxyvote.com (for beneficial owners of shares held in street name)

Use the Internet to transmit your voting instructions and for electronic delivery of information. Haveinformation until 11:59 p.m. ET the day before the meeting date, or by 5:00 p.m. ET on May 17, 2021 for 401(k) Plan participants. Please have yourBLUE Proxy Card or voting instruction form 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.

VOTE BY PHONE -- 1-800-213- 6370 (for shareholder of record); 1-800-690-6903 (for beneficial owners of shares held in street name)

Use any touch-tone telephone to transmit your voting instructions. Have yourBLUE Proxy Card or voting instruction form in hand when you call and then follow the instructions.

VOTE BY MAIL

If you are a shareholder of record, please sign and date yourBLUE Proxy Card and return it in the postage-paid envelope we have provided or return it to Michael A. Verrechia, c/o Morrow Sodali, 509 Madison Avenue Suite 1206, New York, New York 10022. If you are a beneficial owner whose shares are held in street name, please return a properly signed and dated voting instruction form by following the instructions specified in the form.

VOTE IN PERSON

Shares held in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank, trust or other nominee that holds your shares as of the Record Date, indicating that you were a beneficial owner of shares as of the close of business on such date and the number of shares that you beneficially owned at that time.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the Annual Meeting. The Internet and telephone voting facilities will close at 11:59 p.m. ET for shareholders of record and for shares held beneficially in street name on ________, 2020 or, for 401(k)/ESOP Plan participants, at 11:59 p.m. ET on the Plan Cut-Off Date. Shareholders who submit a proxy by Internet or telephone need not return a proxy card or the voting instruction form forwarded by your broker, bank, trust or other holder of record by mail.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by theour 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. ET the day before the meeting date or until 5:00 p.m. ET on May 17, 2021 for 401(k) 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
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 participantshareholder 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 401(k)/ESOP Plan, although you may attendrecommendations of our Board, as provided above. If any other matters properly come before the Annual Meeting, youthe persons named as proxies by the Board of Directors will not be ablevote upon such matters according to cast a vote at the Annual Meeting with respect to any sharestheir judgment.
If you hold through the 401(k)/ESOP Plan.

If you have any questions or require assistance in submitting a proxy for your shares please call Morrow Sodali at (800) 662-5200 (toll freethrough 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 4, but a broker non-vote will occur as to Proposals 1, 2, and 3.A broker "non-vote" occurs when a nominee holding shares for shareholders)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(203) 658-9400 (call collect for banks (ii) chooses not to vote the shares. Brokers do not have discretionary voting power to vote on Proposals 1, 2, and brokers).

3.

Can I revoke or change my vote after I deliver my proxy?

As a shareholder as of the Record Date, if you submit a proxy, you may

Yes. You can revoke your proxy at any time before it is voted at the Annual Meeting by (i) providing notice in writing of revocation that is dated later than the date of your proxy to the attention of our Corporate Secretary at 4510 Cox Road, Suite 201, Richmond, VA 23060; (ii) by submittingdelivering a valid proxy bearing a later date over the Internet, by telephone or by mail to the Company’s office at 4510 Cox Road, Suite 201, Richmond, VA 23060, prior to the Annual Meeting;meeting; or (iii) by attending the Annual Meetingvirtual meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute revocation of a proxy.


Shareholders whosewho hold their shares are held in street name with a broker bank, trust or other nominee may change or revoke their proxy instructions by following the instructions of their broker or other nominee or submitting new voting instructions to the broker or other nominee. Such shareholders may also vote in person at the Annual Meeting if they obtain a legal proxy from their broker, bank, trust or other nominee which holds their shares in street name.

If you have previously submitted a white proxy card sent to you by the Dissident Group, you may change your vote by completing

I share an address with another shareholder, and returning the enclosedBLUE Proxy Card in the accompanying postage-paid envelope or by voting over the Internet or by telephone by following the instructions on yourBLUE Proxy Card. Submitting any proxy card sent to you by the Dissident Group will revoke votes you have previously made via the Company’sBLUE Proxy Card.

Has the Companywe received notice fromonly one or more shareholders that they are intending to nominate director candidates or bring proposals at the Meeting?

Yes. Based on recently available public filings, the Dissident Group has indicated beneficial ownership of an aggregate 2,258,908 shares of our Common Stock (representing approximately 24.94% of outstanding Common Stock), and the Dissident Group has delivered notice to the Company of its intention to nominate five candidates to the Board for election as directors in opposition to the eight nominees recommended by the Board.

The Board strongly urges youNOT to sign or return any proxy cards or voting instruction forms that you may receive from the Dissident Group, including to vote “withhold” with respect to the Dissident Group Nominees. If you wish to vote pursuant to the recommendationpaper copy of the Board, you should disregard any proxy card that you receivematerials. How may I obtain an additional copy of the proxy materials?

Some banks, brokers and other than theBLUE Proxy Card.

What does it mean if I receive more than one notice from the Company or BLUE Proxy Card?

Because the Dissident Group has submitted the Dissident Group Nominees to the Board in opposition to the slate proposed by the Board, we may conduct multiple mailings prior to the Annual Meeting to ensure shareholders haveholders of record are "householding" our latest proxy information and materials to vote. In that event, we will send you a newBLUE Proxy Card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multipleBLUE Proxy Cards, if you hold shares that are registered in more than one account—please vote theBLUE Proxy Card for every account you own. The latest dated proxy you submit will be counted, andIF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT BLUE PROXY CARDS AND DISREGARD ANY PROXY CARD SENT TO YOU BY THE DISSIDENT GROUP.

What should I do if I receive a proxy card from the Dissident Group?

The Dissident Group has nominated a slate of five individuals for election as directors to the Board in opposition to the eight nominees proposed by the Board. We expect that you may receive proxy solicitation materials from the Dissident Group, including opposition proxy statements and annual reports for their customers. This means that only one copy of our proxy cards.The Board strongly urgesmaterials may have been sent to multiple shareholders in your household. If youNOT prefer to signreceive separate copies of a proxy statement or return any proxy cardsannual report, either now or voting instruction forms that you may receive fromin the Dissident Group, including to vote “withhold” with respectfuture, please call us at 804-822-3260, or send your request in writing to the Dissident Group Nominees. Wefollowing address: Corporate Secretary of Synalloy Corporation, 4510 Cox Road, Suite 201, Richmond, VA 23060. If you are not responsiblestill receiving multiple reports and proxy statements for the accuracy of any information provided by or relatingshareholders who share an address and would prefer to the Dissident Group or the Dissident Group Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalfreceive a single copy of the Dissident Group or any other statements thatannual report and proxy statement in the Dissident Group or its representatives have made or may otherwise make. If you have already voted using the white proxy card provided by the Dissident Group, you have every right to change your vote by completing and returning the enclosedBLUE Proxy Card or by voting over the Internet or by telephone by following the instructions provided on the enclosedBLUE Proxy Card or voting instruction form or by voting in personfuture, please contact us at the Annual Meeting. Only the latest proxy you submit will be counted. If you vote “withhold” on the Dissident Group Nominees using the white proxy card sent to you by the Dissident Group, your vote will not be counted as a vote for any of the director nominees recommended by the Board, but will result in the revocation of any previous vote you may have cast on theBLUE Proxy Card.If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive other than the BLUE Proxy Card. If you have any questionsabove address or need assistance voting, please call Morrow Sodali at (800) 662-5200 (toll free for shareholders) or (203) 658-9400 (call collect for banks and brokers).telephone number. If you are a 401(k)/ESOP Plan participant and want to revoke any prior voting instructionsbeneficial holder, you provided to the 401(k)/ESOP Plan trustee in respect of the Annual Meeting, you mustshould contact the 401(k)/ESOP Plan trustee.


Is cumulative voting permitted for the election of directors?

You have the right to cumulate your votes by distributing a number of votes, determined by multiplying the number of directors to be elected at the Annual Meeting (i.e., eight) by the number of your shares as of the close of business on the Record Date, to one individual nominee or among two or more nominees. Unless contrary instructions are provided on the enclosedBLUE Proxy Card or voting instruction form, the persons named as proxies may cast all of their votes “For” or “Withhold” with respect to the nominees or may allocate the votes among the nominees in accordance with their discretion.

However, you willNOTbe permitted to distribute your votes between the candidates recommended by our Board listed on theBLUE Proxy Card and the Dissident Group’s nominees on the white proxy card sent to you by the Dissident Group. This is because any vote with respect to any of the Dissident Group’s nominees on its white proxy card will revoke any previous proxy submitted by you, including any previous proxyFOR the Company’s nominees. THE BOARD STRONGLY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSDO NOT RETURN ANY WHITE PROXY CARD SENT TO YOU BY THE DISSIDENT GROUP, EVEN AS A PROTEST VOTE AGAINST ANY OF ITS GROUP MEMBERS OR NOMINEES.Your Board strongly and unanimously urges you toDISCARD all white proxy cardsbank, broker or other materials sentholder 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 19, 2021
The Company's 2020 Annual Report to you by the Dissident Group.

How will my shares be voted?

Shareholders, as of the close of business on the Record Date are entitled to one vote for each share of Common Stock held on each matter to be voted upon at the Meeting, except shareholders have the right to cumulate votes in regard to the election of directors. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the2020 Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. Where a choice has been specified on theBLUE Proxy Card with respect to the proposals, the shares represented by theBLUE Proxy Card will be voted as you specify. If you return a validly executedBLUE Proxy Card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the election of the eight Board nominees set forth on theBLUE Proxy Card (Proposal 1); “FOR” the non-binding, advisory resolution approving the compensation of the Company’s named executive officers (Proposal 2); and “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ended December 31, 2020 (Proposal 3).


What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

As a shareholder as of the close of business on the Record Date, if you properly complete, sign, date and return aBLUE Proxy Card or voting instruction form, your shares of Common Stock will be voted as you specify. However, if you are a shareholder of record and you return an executedBLUEProxy Card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the persons named as proxies will vote your shares:

●“FOR” the election of the eight Board nominees listed on theBLUE Proxy Card (i.e., Messrs. Craig C. Bram, Anthony A. Callander, Henry L. Guy, Jeffrey Kaczka, James W. Terry, Jr., and Murray H. Wright and Mses. Susan S. Gayner and Amy J. Michtich), each to serve on the Board until the next annual meeting of shareholders and until his or her respective successor is duly elected and qualified;
●“FOR”the approval of the non-binding, advisory resolution approving the compensation of the Company’s named executive officers; and
●“FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.

A “broker non-vote” occurs when a broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares. If you own your shares beneficially in street name through a broker and do not provide voting instructions to your broker, your shares will be considered to be broker non-votes and will not be counted for establishing the presence of a quorum and will not be voted on any proposal on which your broker does not have discretionary authority to vote.

To the extent that the Dissident Group provides a proxy card to shareholders in street name, none of the proposals at the Annual Meeting are considered a discretionary matter. As a result, if you own your shares beneficially in street name through a broker, then we encourage you to provide voting instructions to the broker that holds your shares by carefully following the instructions provided in their notice to you.

What is the effect of abstentions and broker non-votes on voting?

Abstentions will be counted as present at the Meeting for the purpose of determining a quorum. Because each director nominee will require more “FOR” votes than the director nominees who receive the least number of votes in order to be elected, “withhold” votes have no effect on the outcome of Proposal 1. To approve the advisory votes on the compensation of the Company’s named executive officers and to ratify the appointment of KPMG as the Company’s independent registered public accounting firm for 2020, if a quorum is present, the affirmative vote of a majority of the voting power represented at the Annual Meeting is required for approval. As a result, abstention votes will have the same effect as a vote “AGAINST” such matters.

A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the shareholder who owns the shares in “street name” has not provided any voting instructions to the broker on that matter. Even though the Company’s Common Stock is listed on the Nasdaq Global Market, the rules of the New York Stock Exchange (“NYSE”) apply to brokers that are NYSE members voting on matters being submitted to shareholders at the Annual Meeting. Under the rules of the NYSE, if a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. Because we are facing a contested election, the NYSE rules governing brokers’ discretionary authority do not permit brokers to exercise discretionary voting power regarding any of the proposals to be voted on at the Annual Meeting. As a result, brokers are not entitled to vote on any of the proposals at the Annual Meeting without receiving voting instructions from the beneficial owners, and thus the underlying shares will not be counted for establishing the presence of a quorum, and will have no effect on the outcome of Proposals 1, 2 or 3. If you do not provide voting instructions to your broker holding shares of Common Stock for you, your shares will not be voted with respect to any proposal. We therefore encourage you to provide voting instructions on aBLUE Proxy Card or the voting instruction form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

Could other matters be decided at the Annual Meeting?

We do not expect any other items of business will be presented for consideration at the Annual Meeting other than those described in this proxy statement. However, by completing, signing, dating and returning aBLUE Proxy Card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least by February 17, 2020, which is 45 days before the date on which we first made available the proxy materials for our 2019 Annual Meeting of Shareholders, and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.


Who will count the votes?

All votes will be tabulated as required by Delaware law, the state of our incorporation, by the independent inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals will be counted as present for purposes of determining a quorum. Broker non-votes will not be counted as present for purposes of determining a quorum.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the Securities10-K and Exchange Commission (“SEC”) within four business days after the Annual Meeting. If our final voting results are not available within four business days after the Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

What vote is required with respect to the proposals?

Election of Directors. Pursuant to our Bylaws, if a quorum is present at the Annual Meeting, with respect to Proposal 1 – “Election of Directors”, directors will be elected by a plurality of the votes cast by shares present in person or by proxy and entitled to vote at the Annual Meeting. “Plurality” means that, among the Board’s nominees and the Dissident Group Nominees, the eight nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected, whether or not they received a majority of votes cast. You may vote “FOR” all Board nominees, “WITHHOLD” your vote as to all Board nominees, or “FOR ALL” Board nominees except the specific nominee from whom you “WITHHOLD” your vote. There is no “against” option.Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and “withhold votes” will have no effect on the outcome of Proposal 1.

Non-binding Resolution to Approve Compensation for Named Executive Officers. The approval of a non-binding, advisory resolution approving the compensation of the Company’s named executive officers requires the affirmative vote by the holders of a majority of the voting power represented at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 2, the abstention will have the same effect as an “AGAINST” vote. While the vote on Proposal 2 is advisory, and will not be binding on the Company or the Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years. Broker non-votes will have no effect on the outcome of Proposal 2.

Ratification of Auditors. The ratification of the appointment of KPMG requires the affirmative vote by the holders of a majority of the voting power represented at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 3, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of Proposal 3.

Who will pay for the solicitation of proxies?

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this2021 Proxy Statement theBLUE Proxy Card,are available via the Notice of Annual Meeting and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services. We have retained Morrow Sodali to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Morrow Sodali $[●], plus reasonable out-of-pocket expenses for proxy solicitation services. Morrow Sodali expects that approximately [●] of its employees will assist in the solicitation.


Our aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of Company employees and officers, are expected to be approximately $[●], of which $[●] has been incurred as of the date of this Proxy Statement.

Appendix A sets forth information relating to our directors, director nominees, as well as certain of our officers who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf.

Do I have appraisal or dissenters’ rights?

None of the applicable Delaware law, the Certificate of Incorporation nor our Bylaws provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

Whom should I call if I have questions about the Annual Meeting?

Morrow Sodali is assisting us with our effort to solicit proxies. If you have any questions concerning the business to be conductedInternet at the Annual Meeting, would like additional copies of this Proxy Statement or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact Morrow Sodali:

509 Madison Avenue Suite 1206

New York, NY 10022

Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400

Email: SYNL@investor.morrowsodali.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH

OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3, USING THE ENCLOSED BLUE PROXY CARD OR VOTING INSTRUCTION FORM.

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY THE DISSIDENT GROUP EVEN AS A PROTEST VOTE,

AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

http://investor.synalloy.com.

Background to the Solicitation

Throughout 2016, Craig C. Bram, the Company’s President, CEO and director, held phone calls with representatives of Privet to discuss the Company, its operating performance and management’s strategy.

On September 19, 2016, Privet Fund LP and certain of its affiliates (collectively, “Privet”) filed a Schedule 13D with the SEC disclosing its ownership of approximately 7.5% of the Company’s then outstanding Common Stock.

On March 17, 2017, Mr. Bram met with Ryan Levenson, the managing member of Privet Fund Management LLC (an affiliate of Privet Fund LP), at the Company’s headquarters in Richmond, Virginia, to discuss the Company, its operating performance and management’s strategy.

On March 20, 2017, Privet filed Amendment No. 1 to its Schedule 13D with the SEC disclosing its ownership of approximately 8.9% of the Company’s then outstanding Common Stock.

On April 3, 2017, Privet filed Amendment No. 2 to its Schedule 13D with the SEC disclosing its ownership of approximately 10.9% of the Company’s then outstanding Common Stock.

On September 7, 2017, Dennis Loughran, the Company’s Chief Financial Officer (“CFO”), sent an email to Privet representative Mr. Levenson, informing him of the Company’s participation in an upcoming investor conference and offering a call with Mr. Levenson to discuss the materials that would be presented by the Company at the investor conference.

On September 29, 2017, Privet filed Amendment No. 3 to its Schedule 13D with the SEC disclosing its ownership of approximately 12.2% of the Company’s then outstanding Common Stock.

On August 10, 2018, the Company issued a press release announcing an “at-the-market” program whereby it would sell, from time to time, shares of Common Stock up to an aggregate amount of $10 million.

Later on August 10, 2018, Mr. Bram and Mr. Levenson met telephonically to discuss the Company’s “at-the-market” offering of equity securities announced earlier that day. Mr. Levenson told Mr. Bram about his belief that the Company should explore a different capital raising mechanism that he hoped would be more effective.

On August 11, 2018, Mr. Levenson and Mr. Bram exchanged emails discussing the conversation that took place the previous day. Mr. Bram elaborated on the Company’s decision to pursue the “at-the-market” offering.

On October 9, 2018, representatives of Privet, including Mr. Levenson, and representatives of another investor, met with Mr. Bram in Atlanta, Georgia, to discuss the Company’s strategy, operations and capital allocation priorities, as well as Privet’s strategic objectives. During the conversation, Mr. Levenson spoke positively of the Company’s M&A deals, integration of new businesses and capital allocation.

On October 31, 2018, Privet and the Company entered into a mutual non-disclosure agreement (the “NDA”) to facilitate an open dialogue about the financial performance and future prospects of the Company. The NDA did not include any standstill provisions.

On November 14, 2018, Messrs. Bram and Loughran, Murray H. Wright, the Chairman of the Board, and Henry L. Guy, a member of the Board, met with representatives of Privet, including Mr. Levenson, and representatives of another investor, in Richmond, Virginia to further discuss the Company and its strategic priorities. Mr. Levenson again reiterated his approval of the Company’s M&A deals, integration of new businesses and capital allocation. Further, Mr. Levenson commented at this meeting that he regarded the financial results reported in the Company’s Quarterly Report on Form 10-Q issued on November 6, 2018 to be the best of any publicly traded company that Privet had ever owned and that he was surprised the Company’s stock price was not trading at a price in excess of $30.00 per share.


On November 16, 2018, the Company issued a press release announcing a dividend payment of $0.25 per share, which represented a 92% increase over the prior year’s dividend. In the press release, the Company also announced that it had terminated its “at-the-market” program due to market conditions and the Company’s belief that its stock was undervalued at the time.

On December 27, 2018, Privet filed Amendment No. 4 to its Schedule 13D with the SEC disclosing its ownership of approximately 14.0% of the Company’s then outstanding Common Stock.

On March 21, 2019, Mr. Bram spoke by phone with Privet representatives, including Mr. Levenson and Benjamin Rosenzweig, a partner at Privet Fund Management LLC, to discuss the Company’s recent operating results, capital structure decisions and the details of recently announced 2019 guidance.

On April 18, 2019, Messrs. Bram, Wright and Guy met with Mr. Levenson and Mr. Rosenzweig at the Company’s headquarters in Richmond, Virginia. At this meeting, Messrs. Levenson and Rosenzweig informed Messrs. Bram, Wright and Guy of Privet’s interest in potentially exploring an acquisition of the Company at a potential purchase price of $19.00 per share. Messrs. Bram, Wright and Guy informed Messrs. Levenson and Rosenzweig that they would discuss Privet’s interest with the other members of the Board.

On April 23, 2019, Privet sent a letter to the Board proposing to acquire all of the Company’s outstanding Common Stock not already owned by Privet for $20.00 per share (the “April 23 Proposal”). The proposal did not identify a source of financing for the transaction and was subject to, among other things, the negotiation and execution of a mutually satisfactory definitive acquisition agreement, regulatory approvals and satisfactory completion of due diligence.

Also on April 23, 2019, Privet filed Amendment No. 5 to its Schedule 13D with the SEC disclosing the April 23 Proposal as well as beneficial ownership of approximately 14.5% of the Company’s then outstanding Common Stock.

On April 26, 2019, Mr. Bram sent a letter to Privet indicating that upon thorough review and careful consideration consistent with its fiduciary duties, including consulting with its independent financial and legal advisors, the Board concluded that the April 23 Proposal undervalued the financial performance of the Company and unanimously rejected that proposal. The letter also indicated the Board’s willingness to consider any and all good faith offers to acquire the Company.

On May 17, 2019, Mr. Bram had a telephonic conversation with Mr. Levenson to discuss a status update on Privet’s position. During the call, Mr. Bram suggested two potential paths going forward: 1) Privet could negotiate with the Executive Committee of the Board to determine an acceptable price, or 2) Privet could tender for the outstanding shares at $20 per share and let the shareholders decide on the offer.

On May 23, 2019, Privet sent a letter to the Board reiterating its $20.00 per share acquisition proposal (the “May 23 Proposal”). The proposal again did not identify a source of financing for the proposed transaction. Also on May 23, 2019, Privet filed Amendment No. 6 to its Schedule 13D with the SEC disclosing the May 23 Proposal.

On May 29, 2019, Mr. Bram responded to the May 23 Proposal by letter to Privet, reiterating the Board’s rejection of Privet’s $20.00 offer. Mr. Bram again noted the Board’s willingness to negotiate an acceptable price with Privet. Mr. Bram also noted that the Company would be open to respond to certain of Privet’s information requests.

On June 6, 2019, Privet requested from Mr. Bram a list of diligence items to evaluate in reconsidering its offer.

On June 7, 2019, Mr. Bram responded to Privet’s diligence request list by stating that the Company would be prepared to respond to certain items on the list over the following weeks.

On June 19, 2019, the Company issued a press release to announce updated full year 2019 guidance and also announced the Executive Committee of its Board of Directors, acting on behalf of the Board, had been in contact with representatives from Privet since Mr. Bram’s response to the May 23 Proposal on May 29, 2019


On June 20, 2019, the Company provided Privet and its advisors with access to an electronic data room containing a number of the diligence items requested by Privet in the diligence request list.

On July 1, 2019, the Company held a phone meeting with representatives of Privet, including Mr. Levenson, Mr. Rosenzweig and Christos Asimakopoulos, a vice president at Privet Fund Management LLC, as well as Privet’s financial advisors, to discuss the Company’s financial information.

During July 2019, representatives of the Company provided Privet and its financial advisor with select non-public financials and other information requested by Privet.

On August 2, 2019, Mr. Bram sent an email to Messrs. Levenson and Rosenzweig, stating that the Board would consider an updated offer from Privet to acquire the Company, if such offer would be made by the close of business on August 19, 2019. The email also asked for information about Privet’s contacts for financing sources that would be used to complete the transaction.

On August 19, 2019, Privet sent a letter to the Board decreasing its previous offer by 7.5% from $20.00 to $18.50 per share (the “August 19 Proposal”), indicating that it had decreased its offer based on the Company’s recent performance. The August 19 Proposal again did not include a financing source and instead attached a letter from a representative of Robert Baird & Co. Incorporated, stating such representative’s opinion that Privet would be able to secure debt financing of approximately 3.5-4.0 times of the Company’s LTM Adjusted EBITDA. In the Company’s view, the underlying calculation did not reflect all of the Company’s outstanding debt.

On August 20, 2019, Privet filed Amendment No. 7 to its Schedule 13D with the SEC disclosing the August 19 Proposal as well as beneficial ownership of approximately 13.6% of the Company’s then outstanding Common Stock.

On August 23, 2019, the Company responded to the August 19 Proposal by letter to Privet, stating that after careful consideration and review, the Board had decided to reject that proposal. The letter also stated the Board’s belief that notwithstanding the uneven financial results generated by the Company’s cyclical businesses, it would create greater value for shareholders to strategically grow the Company’s existing segments and pursue accretive acquisitions and expansion into complementary product lines. Pursuant to the terms of the NDA, the Company also announced the termination thereof.

On September 5, 2019, Messrs. Bram, Wright and Guy had a phone conversation with Messrs. Levenson and Rosenzweig regarding the Company’s ongoing strategy and value creation plan.

Over the course of September 2019, representatives of the Company and Privet had discussions regarding entering into a new non-disclosure agreement regarding certain of the Company’s activities in connection with prospective investments. Despite the Company’s good faith negotiations with Privet, the parties were unable to reach agreement and no non-disclosure agreement was entered into at the time.

On October 4, 2019, Mr. Bram sent an email to Messrs. Levenson and Rosenzweig containing materials relating to the Company’s current analysis and discussions regarding a contemplated future merger with Universal Stainless and Alloy Products, Inc. (“USAP”), a portfolio holding of Privet.

On October 7, 2019, representatives of the Company and Privet had a telephonic meeting to discuss the potential USAP transaction.

Throughout October 2019, Mr. Bram had multiple conversations with Messrs. Levenson and Rosenzweig regarding the potential USAP transaction. Mr. Levenson expressed his support for the USAP transaction and indicated his plan to take actions to gauge interest among certain institutional investors.

On October 14, 2019, the Company delivered a public letter to the Chief Executive Officer of USAP, in which Mr. Bram proposed an all-stock combination between USAP and the Company.


On November 6, 2019, the Company received a letter from the Chief Executive Officer of USAP, indicating that the Board of Directors of USAP unanimously concluded that abusiness combination with the Company was not in the best interests ofUSAPand its shareholders.

On November 15, 2019, representatives of the Company, including Mr. Bram and Mr. Loughran, and representatives of Privet, including Mr. Levenson and Mr. Rosenzweig, had a phone conversation to discuss the Company’s operating results for the third quarter of 2019. During the call, Mr. Levenson expressed his desire to designate two individuals to the Board.

On November 21, 2019, Mr. Bram sent an email to Messrs. Levenson and Rosenzweig stating that the Board would be agreeable to adding one person, designated by Privet, to the 2020 slate of directors to be voted on by shareholders at the Annual Meeting (the “November 21 Proposal”). As a condition to this proposal, the Company asked Privet to execute a standstill agreement for a three-year period, during which time Privet would vote its shares in accordance the Board’s recommendations and would be restricted from increasing its ownership share in the Company above 15% of the Company’s outstanding shares of Common Stock. The proposal contained additional customary terms regarding Privet’s actions during the term of the proposed agreement.

On December 3, 2019, Mr. Bram had a phone conversation with Mr. Levenson during which Mr. Levenson offered to purchase the Company’s Chemicals segment in exchange for the Company stock owned by Privet and cash. Mr. Levenson did not respond to the Company’s November 21 Proposal during the conversation.

On December 6, 2019, Mr. Bram sent an email to Messrs. Levenson and Rosenzweig stating that the Board had discussed Privet’s verbal proposal to explore a purchase of the Chemicals segment. Mr. Bram noted that upon careful consideration, the Board unanimously concluded that it was not the right time to consider a sale of the Chemicals segment given the business cycle and that the sale of the Chemicals segment would have a significant tax consequence for the Company’s shareholders.

On January 23, 2020, UPG Enterprises LLC and certain of its affiliates (collectively, “UPG Enterprises”) began purchasing shares of Common Stock.

On March 3, 2020, Privet entered into a group agreement (the “Privet-UPG Agreement”) with UPG for the purposes of engaging in discussions with the Company regarding its suggestions for ways to enhance shareholder value.

On March 5, 2020, Privet filed Amendment No. 8 to its Schedule 13D with the SEC disclosing beneficial ownership of approximately 17.0% of the Company’s then outstanding Common Stock (and an aggregate of approximately 25.0% of the Company’s then outstanding Common Stock when including shares held by UPG), and disclosing that it had entered into the Privet-UPG Agreement.

Also on March 5, 2020, UPG filed a Schedule 13D with the SEC disclosing beneficial ownership of approximately 8.0% of the Company’s then outstanding Common Stock (and an aggregate of approximately 25.0% of the Company’s then outstanding Common Stock when including shares held by Privet), and disclosing that it had entered into the Privet-UPG Agreement.

On March 16, 2020, Privet, UPG and their nominees (the “Dissident Group Nominees”) entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”), which superseded the Privet-UPG Agreement, pursuant to which the parties agreed, among other things, to (i) form a group with respect to the securities of the Company, (ii) solicit proxies for the election of the Dissident Group Nominees at the Annual Meeting and (iii) split expenses incurred in connection with the group’s activities between Privet and UPG based on each of Privet’s and UPG’s pro rata ownership percentage of shares of Common Stock, as adjusted each month.

Later on March 16, 2020, Privet Fund delivered a letter (the “Privet Nomination Letter”) to the Company, nominating the Dissident Group Nominees for election to the Board at the Annual Meeting.


On March 18, 2020, Privet and UPG issued a press release announcing the nomination of the Privet Nominees for election to the Board at the Annual Meeting. Also on March 18, 2020, Privet filed Amendment No. 9 to its Schedule 13D with the SEC disclosing the delivery of the Privet Nomination Letter and the issuance of the press release. On the same date, UPG filed Amendment No. 1 to its Schedule 13D with the SEC disclosing the same.

On March 20, 2020, the Dissident Group filed a preliminary proxy statement with the SEC.

On March 23, 2020, Mr. Bram and Mr. Rosenzweig had a phone call in which they agreed that a protracted proxy contest would not be in either party’s best interest. Mr. Rosenzweig stated that settlement would have to include re-constitution of the Board and replacement of the Chief Executive Officer.

On March 29, 2020, the Company’s counsel delivered an updated settlement proposal (the “March 29 Proposal”) by email to the Dissident Group’s counsel, offering the Dissident Group the right to designate two out of eight directors on the Board, with two incumbent directors resigning, and agreeing to form a strategic review committee for the purpose of reviewing the Company’s strategy and capital allocation. In exchange, the Dissident Group would agree to vote its shares in accordance with the Board’s recommendations and agree to a customary standstill until the nomination window opens for the Company’s 2022 annual meeting of shareholders.

On April 1, 2020, the Company filed a preliminary proxy statement with the SEC.

Also on April 1, 2020, the Company announced the adoption of a limited duration shareholder rights plan, under which rights to acquire shares of Common Stock would be issued to shareholders of record on April 10, 2020. The Company adopted the rights plan in light of the recent extreme market volatility caused by the COVID-19 pandemic and other macroeconomic conditions as well as the fact that the Company’s share price did not reflect intrinsic long-term value. The rights plan will expire on March 31, 2021, or later if the Board approves an extension prior to expiration and the extension is submitted to shareholders for ratification at the Company’s 2021 annual meeting of shareholders.

On April 2, 2020, the Company issued a press release announcing the first quarter shipments and bookings for the Metals Segment (excluding Palmer of Texas) and first quarter shipments for the Specialty Chemicals Segment, each compared with last year’s levels. The press release also announced the suspension of manufacturing operations at the Company’s Palmer of Texas business, citing the unprecedented impact of the COVID-19 pandemic on the oil and gas industry.

Later on that day, the Company issued another press release announcing its commitment to engage a leading independent financial advisor to conduct a comprehensive review of strategic alternatives once there is stabilization from the current market volatility and macroeconomic disruption related to the global health pandemic caused by COVID-19. The same press release also announced the recent making of the March 29 Proposal to the Dissident Group.

Also on April 2, 2020, the Dissident Group filed an amendment to its preliminary proxy statement with the SEC.

On April 3, 2020, the Dissident Group issued a press release commenting on the Company’s April 2 press release relating to the strategic alternatives review and the March 29 Proposal.

On April 6, 2020, the Company issued a press release advising shareholders to take no action in response to the Dissident Group and any proxy material it may provide.

Later on April 6, 2020, the Company filed an amendment to its preliminary proxy statement with the SEC.

OUR BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE DISSIDENT GROUP, EVEN TO VOTE “WITHHOLD” WITH RESPECT TO THE DISSIDENT GROUP’S NOMINEES, AS DOING SO WILL CANCEL ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED TO HAVE YOUR SHARES VOTED FOR THE BOARD’S PROPOSED SLATE ON ABLUE PROXY CARD SINCE ONLY YOUR LATEST PROXY CARD OR VOTING INSTRUCTION FORM WILL BE COUNTED.


ANNUAL REPORT ON FORM 10-K

The Company’s 2019Company's 2020 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 as filed with the SEC,Securities and Exchange Commission ("SEC"), accompanies this Proxy Statement. Copies of exhibits to the 20192020 Annual Report on Form 10-K will be provided upon written request to the Corporate Secretary, Synalloy Corporation, 4510 Cox Road, Suite 201, Richmond, VA 23060, at a charge of $0.10 per page. Copies of the 20192020 Annual Report on Form 10-K and exhibits may also be downloaded at no cost from the SEC’sSEC's website at http://www.sec.gov. The 20192020 Annual Report on Form 10-K does not form any part of the material for soliciting proxies.

Beneficial Owners of More Than Five Percent

BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT (5%) of the Company’s Common Stock

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 March 17,December 31, 2020. 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. The percentages shown were calculated based on 9,058,039 issued and outstanding shares of Common Stock. To the knowledge of the Company, there are no material proceedings to which any holder of 5% or more of our currently outstanding common stock, or any affiliate of such security holder that is adverse to the Company (or any of its subsidiaries) or has a material interest adverse to the Company (or any of its subsidiaries).

 

Name and Address of Beneficial Owner

   Amount and Nature of Beneficial Ownership  Percent of Total 
Privet Fund LP
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305		  1,535,507(1)  16.95%
Royce & Associates, LP
745 Fifth Avenue
New York, NY 10151		  1,009,153(2),(3)  11.14%
UPG Enterprises LLC  
1400 16th Street, #250
Oak Brook, IL 60523		  723,401(2)  7.99%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055		  572,937(2),(4)  6.33%
Dimensional Fund Advisors, LP
Building One
6300 Bee Cave Road
Austin, TX 78746		  480,273(2),(5)  5.30%

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		1,591,718 (1)17.30%
UPG Enterprises, LLC
1400 16th Street #250
Oak Brook, IL 60523		723,401 (2)7.86%
Royce & Associates, LP
745 Fifth Avenue
New York, NY 10151		467,379 (3)5.08%
(1) Based on the Form 4 filed with the SEC on December 10, 2020, Privet Fund LP has shared voting power with shared dispositive power with respect to 1,591,718 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/A filed with the SEC on January 6, 2021, Royce & Associates, LP, an investment advisor registered with the SEC under the Investment Act of 1940, has sole voting power with sole dispositive power with respect to 467,379 shares referenced above.

6

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(1)
Based on the Schedule 13D/A filed with the SEC on March 18, 2020, Privet Fund LP has shared voting power and shared dispositive power with respect to 1,535,507 shares referenced above.
(2)Based on the Schedule 13G/A filed with the SEC on January 29, 2020, Royce & Associates, LP, an investment advisor registered with the SEC under the Investment Advisors Act of 1940, has sole voting power and sole dispositive power with respect to 1,009,153 of the shares referenced above.
(3)Based on the Schedule 13D/A filed with the SEC on March 18, 2020, UPG Enterprises LLC has sole voting power and sole dispositive power with respect to 723,401 of the shares referenced above.
(4)Based on the Schedule 13G/A filed with the SEC on February 6, 2020, Blackrock, Inc., an investment advisor registered with the SEC under the Investment Advisors Act of 1940, has sole voting power with respect to 560,585 of the shares referenced above and sole dispositive power with respect to 572,937 of the shares referenced above.
(5)Based on the Schedule 13G/A filed with the SEC on February 12, 2020, Dimensional Fund Advisors, LP, an investment advisor registered with the SEC under the Investment Advisors Act of 1940, has sole voting power with respect to 462,212 of the shares referenced above and sole dispositive power with respect to 480,273 of the shares referenced above.


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 17, 202022, 2021 by each current director and nominee for director, and each current executive officer of the Company for whom compensation information is disclosed under the heading “ExecutiveExecutive Compensation”, and for the directors, nominees for director and executive officers of the Company as a group. The percentages shown were calculated based on 9,058,039 issued and outstanding shares of Common Stock. Except as otherwise noted, the address of each person named below is the address of the Company.

 

 

Name of Beneficial Owner

 Common Stock Beneficially Owned  Percent of Total 
Craig C. Bram  308,747(1)  3.41%
Murray H. Wright  137,008(2)  1.51%
Dennis M. Loughran  63,428   * 
Henry L. Guy  49,251(3)  * 
J. Greg Gibson  40,635(4)  * 
James W. Terry, Jr.  35,113(5)  * 
Susan S. Gayner  30,630   * 
Anthony A. Callander  20,520   * 
Amy J. Michtich  20,058   * 
Jeffrey Kaczka  18,081(6)  * 
All Directors, Nominees and Executive Officers as a group (14 persons)  777,971(7)  8.59%

*Less than 1%
(1)Includes indirect ownership of 17,818 shares held in an IRA; 32,763 shares held by his spouse; 3,145 shares allocated under the Company’s 401(k)/ESOP Plan; and 2,030 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 89,583 shares held in a revocable trust.
(3)Includes 552 shares held in custodial accounts for minor children; and 7,000 shares held in a revocable trust.
(4)Includes indirect ownership of 1,896 shares held in an IRA; 7,076 shares held under the Company’s 401(k)/ESOP; and 17,490 shares which are subject to currently exercisable options.
(5)Includes 20,000 shares held in an IRA; and 1,150 shares held in a revocable trust.
(6)Includes 13,174 shares held in an IRA
(7)Includes 12,071 shares allocated under the Company’s 401(k)/ESOP Plan; and 8,326 shares which are subject to currently exercisable options. The beneficial owners have a right to acquire such shares within 60 days ofMarch 17,2020.

Delinquent Section 16(a) Reports

Section 16(a) under the Exchange Act requires the Company’s officers and Directors and holders of more than ten percent of the Company’s outstanding shares of Common Stock to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of these reports. Based solely upon a review of such reports, or on written representations from certain reporting persons, the Company believes that during 2019 all required events of its directors, officers and 10% shareholders required to be so reported, were timely filed.

 

Name of Beneficial Owner
Common Stock Beneficially OwnedPercent of Total
Henry L. Guy56,500 (1)*
J. Greg Gibson49,122 (2)*
John P. Schauerman42,978 *
Susan S. Gayner34,382 *
Jeffrey Kaczka26,084 (3)*
Amy J. Michtich23,810 *
Sally M. Cunningham19,623 (4)*
Benjamin Rosenzweig12,757 *
Christopher G. Hutter728,569 (5)7.92%
All Directors, Nominees and Executive Officers as a group (9 persons)993,825 (6)10.80%
*Less than 1%
(1) Includes 548 shares held in custodial accounts for minor children; and 5,400 shares held in a revocable trust.
(2) Includes 7,066 shares allocated under the Company’s 401(k)/ESOP Plan; and 6,092 shares which are subject to currently exercisable options.
(3) Includes 16,974 shares held in an IRA
(4) Includes 5,736 shares held in an IRA; and 4,000 shares which are subject to currently exercisable options
(5) Includes 723,401 shares held by UPG Enterprises, LLC, of which Mr. Hutter has shared voting power and shared dispositive power.
(6) Includes 8,915 shares allocated under the Company’s 401(k)/ESOP Plan; and 15,398 shares which are subject to currently exercisable options. The beneficial owners have a right to acquire such shares within 60 days of March 22, 2021.

Proposal

7

PROPOSAL 1 - Election of Directors

ELECTION OF DIRECTORS

Current directors Susan S. Gayner, Jeffrey Kaczka and Amy J. Michtich each made the independent decision to not stand for re-election for the 2021-2022 Board term for personal and professional reasons. 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 eightfour members and recommends that the eightfour 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 his or her respective successor istheir successors are elected and qualified to serve. Each of the Company’s nominees has consented to serving as a director nominee and beingbe named in this Proxy Statement and to servingserve as a director if elected.

If cumulative voting is not requested, the proxy agents named in the accompanyingBLUEBoard of Directors’ form of proxy that accompanies this Proxy CardStatement will vote the proxies received by them “FOR”"FOR" the election of the eightfour persons named as directors. If cumulative voting is requested, the proxy agents named in the accompanyingBLUEBoard of Directors’ form of proxy that accompanies this Proxy CardStatement 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 or postponementadjournment(s) thereof, one or more of the Company’s director nominees is unablenot available to serve or for good cause will not 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 plurality of the votes cast. “Plurality” means that, among the Board’s nominees and the Dissident Group Nominees, the eight nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected. Votes that are withheld or shares that are not voted will have no effect on the outcome of the election of directors.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”"FOR" THE ELECTION OF THE EIGHTFOUR NOMINEES LISTED IN THE FOLLOWING TABLE AS DIRECTORS OF THE COMPANY.

8

The following table sets forth the names of nominees for director, their ages, the years in which they were first elected directors, if 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 director nominees and executive officers. There are no agreements or arrangements between any director or director nominee, and any person or entity other than the Company relating to compensation or other payment in connection with the director or director nominee’s candidacy or service.


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

Director


Since

Craig C. Bram, age 61

Mr. Bram became President and Chief Executive Officer (“CEO”) of the Company in January 2011 and has served as a director of the Company since 2004, except for a period between September 2010 and January 2011. As the chief architect of the Company’s acquisition strategy, Mr. Bram has been directly involved in every transaction that has occurred since 2012, including the negotiation of the purchase price, associated terms and integration into the overall business. During his tenure, the Company has completed six acquisitions and three divestitures, while growing revenue three-fold and posting record profits in 2018. For the first time in the Company’s history, Synalloy was added to the Russell 2000 Index in June 2018.

Starting in 1995, Mr. Bram founded or co-founded multiple private companies covering a broad array of services. He founded and was a Managing Director with McCammon Group, a mediation and consulting company, from 1995 through 2011. He served as the President and Chief Executive Officer of Bizport, Ltd., a document management company, from January 2002 to December 2010. He served as a director of TrialNet, Inc. (now Acuity Management Solutions), an electronic billing company, from 1997 to 2013. He continues to provide investment advisory services through his company, Horizon Capital Management, where he was the founder and President since 1995.

Prior to 1995, Mr. Bram served as the General Manager for a national litigation firm, overseeing all business operations and the acquisition of new practices. Mr. Bram started his business career in manufacturing, holding various logistics and supply chain, sales and marketing, and corporate planning and development with Reynolds Metals Company (now Alcoa Corporation NYSE: AA) and Richfood, Inc (now United Natural Foods, Inc NYSE: UNFI). Mr. Bram received his B.B.A. in marketing from James Madison University, graduating summa cum laude. He also received his M.B.A. from Virginia Commonwealth University, with a concentration in finance.

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.

2004

Anthony A. Callander, age 73

Mr. Callander has served as a director since .2012. Mr. Callander has served as a Principal at Business Value Consultancy since January 2019. He was appointed Upstate Managing Director by The Hobbs Group, a certified public accounting firm in Columbia, South Carolina, in January 2012. In 2008, he retired from Ernst & Young, LLP after 36 years in their Columbia, South Carolina, Greenville, South Carolina and Atlanta, Georgia 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. He has also been an active entrepreneur with direct business interest in several Zaxby’s franchise restaurants in Arkansas, from 2008 to 2016. Mr. Callander received a B.S. and Masters in Accountancy from the Darla Moore School of Business at the University of South Carolina. He is a Certified Public Accountant and a Certified Management Accountant.

Mr. Callander spent his career in the audit and assurance practice with significant experience in auditing, mergers and acquisitions, initial public offerings and other financings, reorganizations, business process improvement and business strategy development. From 1998 to 2003, while with Ernst & Young, Mr. Callander served as the audit partner on the Company’s independent audits, giving him in-depth experience and knowledge about the Company. Mr. Callander, a Certified Public Accountant, also meets the criteria of a financial expert.

2012

Susan S. Gayner, age 59

Ms. Gayner joined our Board in May 2016. She currently serves as President and CEO of ParkLand Ventures, Inc. (“ParkLand”), an owner-operator of multi-family housing communities in nine states. She served as Chief Operating Officer of ParkLand from October 2010 to May 2014, and as Vice President from May 2009 to October 2010. 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 the DuPont Company, between 1989 and 1992, and Hercules, Inc., between 1983 and 1989. Since September 2019, she has served as a Director of Constellation Software Inc. (OTCMKTS: CNSWF). She received a B.A. degree in chemistry and an M.E. degree in chemical engineering, both from the University of Virginia.

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 a research and development engineer. In her current role as CEO and President of Parkland, she has valuable experience in executive management and operations.

2016


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

Director

Since

Henry L. Guy, age 51

Mr. Guy joined our Board in August 2011. He is the President & CEO of Modern Holdings Incorporated, (“Modern Holdings”), a diversified holding company with investments primarilylocated in Summit, NJ.He has served the insurance, transportation, network servicesboard of directors of Metro International S.A. (MTRO), Scribona AB (CATB), Pergo AB (PERG), Miltope Corporation (MILT) and media industries.  HeEvermore Global Advisors (EVGBX). Mr. Guy joined Modern Holdings in 2002 and has ledmanaged investments in over 30 Modern Holdings subsidiaries.  Previously, Mr. Guy was a managing director of Anima Regni Partners, a single family office with offices in the United States, Luxembourg and Sweden. Prior to joining Modern Holdings & Anima Regni Partners, Mr. Guy was the Chief Operating Officer of XSource Corporation, a holding company focused on private investments in the United States and Scandinavia.  He began his professional career as an officer in the United States Navy where he served in a variety of operational roles in the United States and Southwest Asia.

Mr. Guy’s public board experience includes serving on the boards of Metro International S.A. (MTRO); Pergo AB (PERG); Miltope Corporation (MILT); and Scribona AB (CATB). He currently serves on the boards of Evermore Global Advisors (EVGBX), Lors Photography, Inc., Specialty Claims Management & MHI Investments AB. He has served on the Board of Visitors of Vanderbilt University’s Owen Graduate School of Management since 2010. Mr. Guy’s corporate governance experience also includes serving on the nominating committee for the board of directors of Investment AB Kinnevik. He holds a B.S. degree in economicsgraduated from the United States Naval Academy with a Bachelor of Science degree in Economics and anearned his M.B.A. with a concentration in Operations and Strategy from Vanderbilt University.

2011
Christopher G. Hutter, age 41
Mr. Guy’s primary career focusHutter became interim President & Chief Executive Officer (CEO) of Synalloy on November 9, 2020. 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 35
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 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
John P. Schauerman, age 64
Mr. Schauerman has been as an owner/operatora Director of private investments. Mr. Guy has a unique combination of operating skills and M&A experience that has been invaluable to the Company’s growth by acquisition strategy. His role on the Executive Committee provides the President and CEO with a continuous source of advice and counsel as the Company pursues its strategic initiatives.

2011

Jeffrey Kaczka, age 60

Mr. Kaczka was elected to the BoardPrimoris Services Corporation (“Primoris”) (NASDAQ: PRIM) since November 15, 2016. He previously served in May 2019. Prior to his retirement in 2015, Mr. Kaczka served asnumerous executive roles at Primoris, including Executive Vice President andof Corporate Development, Chief Financial Officer for MSC Industrial Direct (NYSE: MSM) from April 2011 to July 2015. Prior to joining MSC Industrial Direct, he held chief financial officer positions at Genworth Financial, Inc. (NYSE: GNW), Owens & Minor, Inc. (NYSE: OMI), Allied Worldwide, Inc. and I-Net, Inc. Officer.Mr. Kaczka began his career at General Electric (NYSE: GE) (“GE”) in 1981, where he spent 14 years, moving through its Financial Management Program, Corporate Audit Staff and financial positions in several GE operations.  Mr. Kaczka earned his B.A. in Economics from Rutgers University.

Mr. Kaczka has more than 25 years of experience in financial management of both public and large private companies. His background as chief financial officer for multiple publicly traded companies brings significant experience in finance, financial and banking transactions, mergers and acquisitions, and audit matters. Mr. Kaczka also meets the criteria of a financial expert.

2019

Amy J. Michtich, age 51

Ms. Michtich joined our Board in April 2014. She has served as the Vice President – General Manager, North American Operations of The Scotts Miracle Gro Company since July 2019.  From September 2015 to July 2019,  she was the Chief Supply Chain Officer of Molson Coors Canada, where she oversaw end-to-end operational excellence for Canada’s largest and North America’s oldest brewer of quality beers and ciders. From June 2009 to September 2015, she was the Brewery Vice President and Plant Manager of the MillerCoors-Shenandoah Brewery. From November 2007 to May 2009, she served as the Operations Manager at Miller Brewing Company. Prior to 2007, Ms. Michtich held executive and operations leadership positions across various consumer package goods companies including Pepsi Bottling Group, Clorox and Unilever.

Ms. MichtichSchauerman previously served on the Board of Directors of Brewers Distributor Ltd.,MYR Group (NASDAQ: MYRG); Harmony Merger Corp. (NASDAQ: HRMNU): Allegro Merger Corp (NASDAQ: ALGR); and Wedbush Securities, Inc. Mr. Schauerman is a private joint venture company, between January 2016 and September 2018. Further, she served onmember of the Dean’s Executive Board of Advisors to James Madison University’s Collegethe UCLA School of Business between the years of 2013Engineering. Mr. Schauerman holds an M.B.A. in Finance from Columbia University, New York, and 2017. She earned a B.S. degree from Purdue University’s School of Technology located in West Lafayette, IN.

Ms. Michtich has served in senior level leadership positions with several large union and non-union manufacturing businesses. She has significant experience in the areas of manufacturing operations, engineering, distribution and global logistics, human resources, environmental compliance and safety.

2014


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

Director

Since

James W. Terry, Jr., age 72

Mr. Terry has served on the Board since August 2011. Mr. Terry brings a wealth of experience in the banking industry where he spent more than 38 years. Since March 2018, he serves as Director of Strategic Assets & Investments for Hollingsworth Funds, Inc., a charitable foundation in Greenville, South Carolina. In this role, Mr. Terry manages and provides investment insight for an endowment fund of over $200 million. From October 2009 to February 2018, he was the President of Hollingsworth Funds, Inc. In his aforementioned banking career, he served as the president of Carolina First Bank from 1991 to 2008 growing the bank to become an 87-branch network with the franchise becoming the largest regional bank headquartered in South Carolina, with assets over $6 billion. Prior to 1991, Mr. Terry was employed by First Union Bank for 21 years where he held various positions including Executive Vice President with oversight for U.S. corporate lending, treasury management and asset based financing. He received his B. S. degreeElectrical Engineering from the University of North Carolina.

We believe Mr. Terry’s banking experience is valuable in helping the Company evaluate financing options as well as acquisitions.

California, Los Angeles.  		20112020

Murray H. Wright, age 74

Mr. Wright was elected Chairman of the Board in April 2014 and has served on the Board of Directors since April 2001. Prior to his retirement in 2014, he was Senior Counsel at the Richmond, Virginia law firm of DurretteCrump, PLC. From 2011 until January 2013, he was a Partner at the VanDeventer Black LLP law firm in Richmond, Virginia, where he served as Senior Counsel from 2009 to 2011. From 1999 to 2012, he was a founder and managing director of Avitas Capital, LLC, a closely held investment banking firm. In 1986, he founded the law firm of Wright, Robinson, Osthimer & Tatum in Richmond, Virginia. He served as chief executive officer of the law firm from 1986 until 2006. Mr. Wright has served on the board of Bizport, Ltd., a document management company, from 1987 until February 2020. He received his B.A. degree from Vanderbilt University and his J.D. from Vanderbilt University School of Law.

Mr. Wright’s career as a trial lawyer, founder and chief executive 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.

2001

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 who are also able to integrate new directors into the Board and educate them about the Company’s business and long-term corporate strategy. 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 legal, and financial experience and expertise, operations and supply chain expertise, business and government contacts, relationship skills, knowledge of the Company and diversity.

The Corporate Governance Committee believes the current Board members are highly qualified to serve and each member has unique qualifications and business expertise that benefit the Company.

•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. Hutter is a demonstrated business builder and organizational leader with operational know how and management capabilities across industrial segments, particularly steel and metals. His diverse experience covers areas that include corporate strategy, operations management, mergers and acquisitions, logistics and warehousing and supply chain optimization.
•Mr. Rosenzweig has corporate governance expertise based on service on numerous public and private company boards of directors, including multiple manufacturing companies. He has a background leading and working on mergers and acquisitions, restructurings and refinancing situations, and strategic board-level reviews.
•Mr. Schauerman 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 service on several private and public company boards of directors across business-to-business sectors.

9

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors currently has seven members: Susan S. Gayner, Henry L. Guy, Christopher G. Hutter, Jeffrey Kaczka, Amy J. Michtich, Benjamin Rosenzweig, and John P. Schauerman.
Director Independence

The Board of Directors has determined that each of the following directors are 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, Jeffrey Kaczka, 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 is independent within the meaning of the Nasdaq Rules, and each person who served on such committees at any time during 20192020 was independent under the Nasdaq Rules and applicable rules of the SEC, as discussed in greater detail below.

Rules.

Board and Board Committee Meetings and Attendance at Shareholder Meetings

During fiscal year 2019,2020, the Board of Directors met seventwenty-eight (28) times. In addition to regularly scheduled meetings, the Board held special meetings to discuss (i) the 2020 proxy contest initiated by Privet Fund Management, LLC and UPG Enterprises, LLC, (ii) the independent investigation referred to in the Company’s Form 12b-25 filing dated August 11, 2020, (iii) Mr. Bram’s retirement as CEO and the appointment of Mr. Hutter as interim CEO, (iv) the appointment of Ms. Cunningham as Senior Vice President and CFO, and (v) other strategic planning matters. All members of the Board attended 75% or more of the aggregate of the total number of meetings of the Board 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. All directors attended the 20192020 Annual Meeting of Shareholders.

Meeting.

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 well as the meeting information for the last fiscal year.

Name Audit Committee Compensation & Long-Term Incentive Committee Corporate Governance Committee
Anthony A. Callander X*   X
Susan S. Gayner   X X*
Henry L. Guy X X*  
Jeffrey Kaczka X   X
Amy J. Michtich   X X
James W. Terry, Jr. X X  
Total Meetings in 2019 8 5 3
 
* Committee Chair

NameAudit CommitteeCompensation & Long-Term Incentive Committee
Corporate Governance Committee(1)
Susan S. GaynerXX*
Henry L. GuyX
Christopher G. HutterX
Jeffrey KaczkaX*X
Amy J. MichtichX*X
Benjamin RosenzweigX
John P. SchauermanX
Total333
* Committee Chair
(1) Mr. Hutter was appointed as Interim President and CEO on November 9, 2020. At that time, Mr. Hutter's service to the Governance Committee ended and Mr. Kaczka was appointed to the Governance Committee.
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 (as amended, the “Exchange Act”).

The Audit Committeeand 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.Act of 1934. The Audit Committee (i) selects and appoints the independent registered public accounting firm, (ii)auditor, pre-approves the fees onpaid to the independent registered public accounting firm, (iii)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, (iv) meets independently with the independent auditors, (v)auditor, reviews the Audit Committee’s charter, on an annual basis, and (vi) has oversight of the Company’s Code of Conduct and Internal Audit.

Susan S. Gayner, Jeffrey Kaczka, and John P. Schauerman served on the Audit Committee during 2020. The Board has determined that Mr. Callander anddesignated Mr. Kaczka meet the definition ofas the Audit Committee Financial Expert, as defined by the SEC in Item 407 of Regulation S-K. During fiscal year 2019, the Audit Committee met 8 times.

25

rules.

10


Compensation & Long-Term Incentive Committee

All members of the Compensation & Long-Term Incentive Committee are independent directors as defined in the NasdaqNASDAQ Rules, and qualify as non-employee directors withinnone of them is a present or past employee or officer of the meaning of Rule 16b-3 under the Securities Act.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 committee (i)Committee reviews and approves salaries, bonuses, incentive compensation and benefits for the Company’s executive officers, of the Company, (ii)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 (iii) 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 AdministrationDirector of Human Resources supports the committee in its duties, and the committeeCommittee may receive advice from any compensation advisor relateddelegate authority to the Human Resources Department to fulfill administrative duties relating to the Company’s compensation programs after the committee has considered certain factors specified in Rule 10C-1(b)(4) of the Exchange Act and Nasdaq Rule 5605(d)(3)(D).programs. The committee has the authority under its charter to retain and terminateengage 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 for such duties.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. The
Henry L. Guy, Amy J. Michtich and Ben Rosenzweig served on the Compensation & Long-Term Incentive Committee met 5 times during fiscal year 2019.

2020.

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 (i) reviewing and recommending changes in the size and composition of the Board (ii)of Directors and evaluating and recommending candidates for election to the Company’s Board, and (iii) reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis. This committeeBoard. The 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. The
Susan S. Gayner, Christopher G. Hutter, Jeffrey Kaczka and Amy J. Michtich served on the Corporate Governance Committee met 3 times during fiscal year 2019.

Compensation2020. Mr. Hutter’s service on this Committee Interlocks and Insider Participation

Susan S. Gayner, Henry L. Guy, Amy J. Michtich and James W. Terry, Jr. servedended upon his appointment as Interim CEO on November 9, 2020. At that time, Mr. Kaczka was appointed to the Compensation & Long-Term Incentive Committee during 2019. 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.

Governance Committee.

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.Board of Directors. The Company does not, however, have a formal written policy setting out these procedures. There were no such transactions during the fiscal year ended December 31, 2019.

26

2020.

Retirement Policy

The Board of Directors has adopted a retirement policy with respect to the Company’sCompany's directors.Under the policy, directors who attain the age of 75 prior to an annual meeting of the Company’sCompany's shareholders are not eligible to be nominated for re-election to the Company’sCompany's Board of Directors at the annual meeting.

11

CORPORATE GOVERNANCE

Board Leadership Structure and Board’s Role in Risk Oversight

The Board’s roleBoard of Directors' roles and responsibilities are set forth in the Bylaws and the Board’sBoard Charter and Corporate Governance Guidelines (the “Board Charter”) which provide for a Chairman elected by the majority vote of all Board members present at the first Board meeting after an annual meeting.from among its members. The business and affairs of the Company are managed under the direction of the Board.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. The Board does not currently have a lead independent director.


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 follows thehas adopted Corporate Governance Guidelines which are contained as Attachment A to the Board of Director’s Charter. The Corporate Governance Guidelinesthat 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 informally recommended by shareholders if the following requirements are met. If a shareholder wishes to informally recommend a director candidate to the Corporate Governance Committee for consideration as a Board’sBoard 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, Suite 201, Richmond, VA 23060 for 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 shareholders provided such nominations are received by the Company not less than 30 nor more than 60 days prior to the annual meeting,Annual Meeting, contain the information set forth above, and otherwise are made in accordance with the procedures set forth in the Company’s Bylaws.

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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, Suite 201, Richmond, VA 23060. 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 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

Compensation of Non-Employee Directors
For the 2019-20202020-2021 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 to receive a minimum of $30,000 of the retainer fee in restricted stock and may elect to receive up to 100% of the retainer 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 2019 Annual Meeting of Shareholders or the date prior to the appointment to the Board. Non-employee directors elected by the shareholders for the 2019-2020 term year received an aggregate of 15,909 shares of restricted stock in lieu of such cash retainer amount as follows: Anthony A. Callander - 1,570; Susan S. Gayner - 5,338; Henry L. Guy - 1,570; Jeffery Kaczka - 2,617; Amy J. Michtich - 1,570; James W. Terry, Jr. - 1,674; and Murray H. Wright - 1,570. The annual retainer is inclusive of all director fees and directors did not receive meeting fees or chair fees in addition to the retainer.  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 2020-2021 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 number of restricted shares issued was determined by the average of the high and low Common Stock price on the day prior to the 2020 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 2020-2021 term year received an aggregate of 50,652shares of restricted stock in lieu of such cash retainer amount as follows: Susan S. Gayner – 3,752; Henry L. Guy – 6,253; Christopher G. Hutter – 5,168; Jeffery Kaczka – 5,003; Amy J. Michtich – 3,752; Benjamin Rosenzweig – 12,757; and John P. Schauerman – 6,378. Mr. Hutter’s Board compensation was for his Board service for the period prior to November 9, 2020, when he was appointed Interim CEO.

The annual retainer is inclusive of all director fees; directors did not receive meeting fees or chair fees in addition to the retainer. Directors were reimbursed for travel and other expenses related to attendance at meetings. There will be no changes to non-employee director annual retainers for the 2021-2022 term year.
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.

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The following table sets forth information about compensation paid by the Company to non-employee directors during calendar year 20192020 and includes a portioncompensation from both the 2018-20192019-2020 and 2019-20202020-2021 term years.years, including compensation paid to three former directors, Anthony A. Callender, James W. Terry, Jr. and Murray H. Wright. Non-employee directors were paid $102,000 in both the 2018-2019 board termand 2019-2020 Board terms.
Name
Fees Paid in Cash (1)
Stock Awards (2)
Total
Non Retainer Compensation(3)
(a)(b)(c)(d)
Anthony A. Callander$36,000$11,178$47,178$30,000
Susan S. Gayner$36,000$66,000$102,000
Henry L. Guy$62,000$40,000$102,000
Christopher G. Hutter(4)
$41,318$41,318
Jeffrey Kaczka$62,000$40,000$102,000
Amy J. Michtich$72,000$30,000$102,000
Benjamin Rosenzweig$51,000$51,000
John P. Schauerman$25,500$25,500$51,000
James W. Terry, Jr.$35,000$11,923$46,923$30,000
Murray H. Wright$36,000$11,178$47,178$30,000
(1) Represents fees paid in cash during 2020.
(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 July 6, 2020 for 2020 service. For 2020, the directors received restricted shares in lieu of cash retainer as follows: Susan S. Gayner 3,752; Henry L. Guy - 6,253; Christopher G. Hutter - 5,168; Jeffrey Kaczka - 5,003; Amy J. Michtich - 3,752; Benjamin Rosenzweig - 12,757; and John P. Schauerman - 6,378. No director has been granted any stock options by the Company.
(3) Upon retirement from the Board of Directors, Mr. Callander, Mr. Terry and Mr. Wright were each awarded $30,000 in non-retainer compensation related to their efforts during the 2020 Proxy Contest.
(4) Mr. Hutter received Director Compensation from July 6, 2020 through November 9, 2020. On November 10, 2020 Mr Hutter assumed the role of Company Interim President & CEO and no longer received non-employee director compensation.
SECURITIES OWNERSHIP
The Board of Directors has established stock ownership levels for the senior management team and the 2019-2020 board term.

Name Fees Paid in
Cash(1)		  Stock
Awards(2)		  Total 
(a) (b)  (c)  (h) 
Anthony A. Callander $72,000  $30,000  $102,000 
Susan S. Gayner  —  $102,000  $102,000 
Henry L. Guy $72,000  $30,000  $102,000 
Jeffrey Kaczka(3) $26,000  $50,000  $76,000 
Amy J. Michtich $72,000  $30,000  $102,000 
James W. Terry, Jr. $70,000  $32,000  $102,000 
Murray H. Wright $72,000  $30,000  $102,000 

(1)Represents fees paid in cash during 2019.

(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 16, 2019 for 2019 service. For 2019, the directors received restricted shares in lieu of cash retainer as follows: Anthony A. Callander - 1,570; Susan S. Gayner - 5,338; Henry L. Guy - 1,570; Jeffrey Kaczka - 2,617; Amy J. Michtich - 1,570; James W. Terry, Jr. - 1,674; and Murray H. Wright - 1,570. No director has been granted any stock options by the Company.

(3)Mr. Kaczka was elected to the Board on May 16, 2019 and did not serve for the full 2019 calendar year.

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 named executive officers (NEOs) are currently in compliance.

Stock ownership requirements are as follows:
•Board of Directors - three times retainer
•CEO - four times base salary
•CFO and Segment Presidents - $250,000
Codeof 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, CFO, Chief AccountingFinancial 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 2019.2020. 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 the Company’sSynalloy's directors officers and any of their respective designeesofficers 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 and pledge Company securities as collateral for a loan are prohibited without the written permission of the Board.

Board of Directors.Additionally, directors and officers are prohibited from pledging Synalloy securities as collateral for a loan.
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EXECUTIVE OFFICERS

The following table provides information about our current executive officerofficers other than Mr. Craig Bram,Christopher G. Hutter, the Company’sCompany's Interim President and CEO. Information about Mr. BramHutter is set forth above under “ElectionElection of Directors.”

Directors. Our former CEO, Craig C. Bram, retired on November 9, 2020. Dennis M. Loughran, former Senior Vice President and Chief Financial Officer, terminated employment on June 30, 2020.  
Name, Age, Principal Position and Five-Year Business Experience

Dennis

Sally M. LoughranCunningham, age 62

Mr. Loughran46

Ms. Cunningham joined the Company in JulyOctober 2015 as Vice President of Corporate Administration. In July 2020, she was named Senior Vice President (“SVP”) & CFO.and Chief Financial Officer. Prior to joining the Company, heSynalloy, Ms. Cunningham was the chief financial officer of Citadel Plastics Holdings, Inc., a privately-owned company headquartered in Chicago, IL, until its merger with A. Schulman, Inc. in June 2015. From 2006 to 2014, he served as the chief financial officer 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. Mr. Loughran attendedMary and her M.B.A from the University of Richmond, where he received a B.S. degree in business administration (magna cum laude) with a major in accounting. He also received his M.B.A. from Virginia Commonwealth University, with a concentration in finance. HeRichmond. Ms. Cunningham is a Certified Public Accountant.

Accountant in the Commonwealth of Virginia.

J. Greg Gibson, age 46

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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 B.S.Bachelor of Science degree from the University of Tennessee at Chattanooga and areceived his M.B.A. from the University of North Alabama.



EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

ThisLong-Term Incentive Committee Report

The Compensation and Long-Term Incentive Committee (Compensation Committee) is responsible for the oversight of the Company’s compensation programs and compensation of Synalloy’s executives. In preparation for filing this Proxy Statement, the Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis (“(CD&A) with management. Based on this review and discussion, we recommended to the Board of Directors that the CD&A”)&A be included in this Proxy Statement and incorporated by reference into Synalloy’s Annual Report on Form 10-K for the year ended December 31, 2020. This report was prepared by the following independent directors who compose the Compensation Committee:

Henry L. Guy
Amy J. Michtich, Chair
Benjamin Rosenzweig
Compensation Discussion and Analysis
Executive Summary
Our executive compensation program supports our business goals by rewarding performance that serves our customers and creates shareholder value. This CD&A describes our compensation program for our interim Chief Executive Officer and policiesChief Financial Officer (CFO) and explains howour other most highly compensated executive officer serving at the Board’send of the year. It also describes provides compensation information related to our former Chief Executive Officer, Mr. Bram, who retired in November 2020, and our former Chief Financial Officer, Mr. Loughran, who voluntarily terminated employment in June 2020. Collectively, these officers are referred to as the named executive officers (NEOs).
The Company’s NEOs for 2020 were:
•Craig C. Bram, President & Chief Executive Officer, retired November 9, 2020
•Christopher G. Hutter, Interim President & Chief Executive Officer, commencing November 9, 2020
•Dennis M. Loughran, Senior Vice President & Chief Financial Officer, until June 30, 2020
•Sally M. Cunningham, Senior Vice President & Chief Financial Officer, commencing July 1, 2020
•J. Greg Gibson, President, Synalloy Chemicals


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Say on Pay
Synalloy seeks to engage with our shareholders and obtain their perspectives. The Compensation & Long-Term Incentive Committee (the “Committee”) established goals, reviewed performance measures, and decidedtakes into account the outcome of the advisory vote on our executive compensation program (also known as Say on Pay) when setting compensation for our namedNEOs and other officers. Historically, our shareholders have approved our executive officers (“NEOs”) in and for fiscal year 2019. Our NEOs are listedcompensation program on an advisory basis by a vote in the table below:

NEOTitle
Craig C. BramPresident and Chief Executive Officer
Dennis M. LoughranSenior Vice President & Chief Financial Officer
J. Greg GibsonPresident, Synalloy Chemicals

Executive Summary

range of 90%. At the 2020, Annual Meeting, the program was approved by a 58% vote. The Compensation Committee considered this decline in shareholder endorsement of our executive compensation program when making future compensation decisions including the compensation arrangement with Mr. Hutter, who was named Interim President & CEO on November 9, 2020. Shareholders will continue to have an opportunity annually to cast an advisory vote to approve our executive compensation program.

Overview of Our Business and Results

The Company had

During a very challenging year, our dedicated employees persevered through this unique time and continued to deliver high-quality products and services to our customers. Net sales were impacted during the year as our customers were affected by macro-economic conditions resulting from COVID-19, including the curtailment of our Palmer of Texas operation effective April 1, 2020.
Net sales were $256.0 million compared to $305.2 million in 2019. Coming offExcluding the curtailed Palmer operations from both periods, net sales for 2020 were $250.5 million compared to $276.5 million in 2019. Gross profit was $22.7 million or 8.8% of net sales, compared to $30.8 million or 10.1% of net sales in 2019. Net loss was $27.3 million or $3.00 diluted loss per share, compared to a record-breaking yearnet loss of $3.0 million or $0.34 diluted loss per share in 2018, we set our 2019 forecasts assuming2019. The decline in net loss was driven by a continuation of the 2018 market volume and pricing. Instead, both market volume and pricing were constrained in 2019 as we saw tighter inventory controls from customers and significant price compressionnon-cash goodwill impairment in the marketplace. These constraints were predominantlyCompany’s Metals segment of $16.2 million, $6.2 million of asset impairment charges related to Synalloy’s Palmer operations, along with $3.1 million in costs related to the Metals Segment, which is also our largest segment. WhileCompany's proxy contest and election of directors at the Company’s performance was solid as compared to prior years, the end2020 Annual Meeting of year financial results were well below targets and expectations. The 2019 Incentive Plan paid out below target accordingly.

Shareholders.

In 2019, the Company reported net sales of $305.2 million, up $24.3 million from 2018 but less than our original 2019 forecast of $340 million. Adjusted EBITDA was $13.4$9.2 million compared to $13.5 million in 2019, which is considerably lower than2019. Adjusted EBITDA as a percentage of net sales was 3.6% compared to 4.4% in the $34.1 million reported in 2018 and our original forecast of $34.4 million for 2019.

prior year.

The Company’sCompany's business has two divisions: the Metals Segment and the Chemicals Segment.

Synalloy Metals

The Metals Segment operates as fourthree reporting units including Welded Pipe & Tube Operations, a unit that includes Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, (“ASTI”), Bristol Metals, LLC (“BRISMET”("ASTI"), Palmer of Texas Tanks, Inc. (“Palmer”("Palmer"), and Specialty Pipe & Tube, Inc. (“Specialty”("Specialty"). ASTIWelded Pipe & Tube Operations manufactures high-endstainless steel, galvanized, ornamental stainless steel tubing. BRISMET manufactures stainless steelpipe and tube, and other alloy pipe and tube. Palmer manufactures liquid storage solutions and separation equipment, andequipment. Specialty is a master distributor of seamless carbon pipe and tube. The Metals Segment’sSegment serves markets includethrough the oilmaster distribution of pipe and gas,tube and customers in the appliance, architectural, automotive and commercial transportation, brewery, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste waterwaste-water treatment, liquid natural gas brewery,("LNG"), food processing, petroleum, pharmaceutical, oil and gas and other heavy industries.

In 2019,2020, the Metals Segment reported net sales of $251.1$204.5 million, up $28.8a decrease of $46.5 million from 20182019, and Adjusted EBITDA was $15.3of $8.0 million, down from $35.4$15.3 million in 2018. Synalloy Metals revenue was positively impacted by the acquisition of ASTI on January 1, 2019. However, theThe Adjusted EBITDA was negatively impacted by the curtailment of our Palmer of Texas operation effective April 1, 2020, and market-wide pricedemand compression tighter customer inventory controls, decline in metal surcharges which increased inventory losses andfrom the lost profits associated with equipment failure of a key production line.

macro-economic conditions resulting from COVID-19.

SynalloyChemicals

The Specialty Chemicals Segment operates as one reporting unit which includes Manufacturers Chemicals, LLC (“MC”("MC") and CRI Tolling, LLC (“("CRI Tolling”Tolling"). The Specialty Chemicals Segment produces specialty chemicals for the chemical, pulp and paper, metals, mining, agricultural, fiber, paint,coatings, adhesives, sealants and elastomers (CASE), textile, automotive, petroleum, cosmetics, mattress, furniture, janitorialhousehold, industrial and institutional, water and waste-water treatment, construction, oil and gas and other industries.

Synalloy Chemicals profits decreased slightly

Net sales in 2019 as2020 were $51.5 million compared to 2018. Actual 2019 financial performance was less than our original 2019 forecast and$54.1 million in 2019. Net income in 2020 increased 44% to $4.0 million compared to $2.8 million in the 2019 Incentive Plan paid out below target forprior year. Adjusted EBITDA in 2020 increased 29% to $5.8 million compared to $4.5 million in the segment. Synalloy Chemicals’ saw an increase in pounds shipped of 7% over the original forecast. However, the new business came primarily from non-reactor products and products where the customers provided their own raw materials.prior year. As a result,percentage of segment net sales, fell short of forecast by 8% and adjusted EBITDA was off 22%. In 2019, the Chemicals Segment recorded Adjusted EBITDA improved 300 basis points to 11.3% compared to 8.3% in 2019. The improvement in profitability was $4.5 million, approximately 22% less than our original forecast.

Summary of 2019 Key Compensation Decisions

2019 Incentive Plan

At our 2019 Annual Meeting of Shareholders, 89.3% ofdriven by operational efficiencies, cost containment measures and elevated margins related to hand sanitizer production during the shares voted at the meeting were in favor of our 2018 NEO compensation program. As a result of this strong level of support, we committed to using the same Incentive Plan in 2019 (the “2019 Incentive Plan”) that was utilized in 2018 noting the following:

●Base Salary - There were no changes to any NEO’s base salary in 2019.

●Short-Term Cash Incentive - There were no changes to the short-term cash incentive under the 2019 Incentive Plan.

●Long-Term Equity Incentive - There were no changes to the long-term equity incentive under the 2019 Incentive Plan.

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second quarter.

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Compensation Philosophy, Objectives and Process


Our Compensation Philosophy, and Objectives

The Board and management

We believe that the performance and contributions of our executive officersNEOs are critical to our overall success. To attract, retain and motivate the executivesWe apply pay-for-performance principles 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 ensureprovide a strong link between executive pay, Company performance, and shareholder value.

The major objectives of our executive compensation program are to:
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.
Attract, develop, and retain an experienced management team, develop, retain and motivate an experienced and highly qualified executive team

Attracting and retaining highly motivated and talented executives
The 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.
AligningAlign the interests of executives with the interests of shareholdersA portion of each executive’s pay is equity-based compensation, to align the executives’ interestsexecutive officers with those of our shareholders.shareholdersWe place a substantial portion at risk through performance goals that, if achieved, are expected to enhance shareholder value.

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.

Our Process
The Compensation Process

The Committee looksis responsible for opportunities to improve upon thereviewing and approving NEO compensation and our overall executive compensation program andprogram. To assist the Committee in 2016this process, the CompanyCommittee has retained PM as the Committee’s outside independent compensation consulting firm. PM isPearl Meyer, a nationally recognized executive compensation consultant, andto advise the Committee has retained iton executive compensation and director compensation matters. The Committee’s consultant attends meetings as requested by the Committee, either in person or virtually, to provide information concerningdiscuss NEO compensation, paidthe appropriate relationship between pay and performance, and emerging trends.

In setting base salary, total cash compensation (base salary plus short-term cash incentives) and total direct compensation (total cash compensation plus long-term incentive compensation), the Committee evaluates each NEO’s compensation against Compensation Peer Group data provided by competitorsPearl Meyer and membersto assess the competitiveness of the compensation of our peer group. In 2016, PM assisted the Committee in designing the Incentive Plan that was used for NEOs in 2017, 2018 and 2019.

In reviewing the base salary of our NEOs in 2019, the Committee worked with PM to review aggregatedNEOs.

The Compensation Peer Group 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.

In 2019, the Committee identified 17 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 2019, our peer group consists of the following companies: American Vanguard, Ampco-Pittsburgh, CSW Industrials, Core Molding Company, Eastern Company, Houston Wire and Cable, Hawkins, Haynes International, Hurco, Insteel, KPMG Chemical, Landec Corp., Lawson Products Inc., L.B. Foster Company, Northwest Pipe Co., Perma Pipe, UFP Technologies, and Universal Stainless & Alloy Products.


The peer group information isalso used by the CompanyCommittee 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’NEOs' pay with the Company’sCompany's performance by putting more emphasis on at-risk components of cash compensation.

Compensation Peer Group
In the fall of each year with input and advice from its independent consultant, the Committee reviews and approves the Compensation Peer Group. In selecting the Compensation Peer Group, we identify companies in manufacturing business, primarily in either the Basic Materials - Metals/Mining or Materials-Specialty Chemicals industries, that compete for customers, executive talent and investment capital. The Compensation Peer Group is focused on micro-cap companies with similar revenues and market capitalization to the Company’s performance. The Committee also screens this group by comparing the Company’s one-year and three-year average annual EBIDTA to that of proposed peer group companies. No changes were made to the Compensation Peer Group for 2020.
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Synalloy’s Compensation Peer Group for 2020 was comprised of the following companies:
American Vanguard CorporationInsteel Industries, Inc.
Ampco-Pittsburgh CorporationLandec Corporation
CSW Industrials, Inc.Lawson Products, Inc.
Core Molding Technologies, Inc.L.B. Foster Company
The Eastern CompanyNorthwest Pipe Company
Hawkins, Inc.Perma-Pipe International Holdings, Inc.
Haynes International, Inc.UFP Technologies, Inc.
Houston Wire & Cable Co.Universal Stainless & Alloy Products, Inc.
Hurco Companies, Inc.
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.

2019 Performance and

Our Compensation

Elements

Our compensation program is relatively simple and straightforward and consists of threefour main components: base salary, an annual short-term cash incentives andincentive plan, a long-term, stock-based incentives. Belowincentive plan, and benefits.
Base Salary
Competitive base pay is information on the main components ofnecessary to attract, motivate, and on certain decisions made regarding 2019 NEO compensation.

Base Salary

Base salary is a toolretain talent. We seek to provide our executives with a reasonable level of fixed income relative to the responsibility of the positions they hold. Base salaries are reviewed annually by the Compensation 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. Base salaries are targeted at the median of Peer Group compensation, subject to individual and Company-wide considerations described above in our objectives. 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

In June 2019, the Compensation Committee reviewed peer group dataapproved the following base salaries for the NEOs to be effective January 1, 2020: Mr. Bram: $495,000; Mr. Gibson: $280,000; and alongMr. Loughran: $332,750. During 2020, the following base salary decisions were approved by the Committee:
•On March 25, 2020, the Committee approved Mr. Bram's salary increase to $625,000 retro-active back to January 1, 2020.
•On May 5, 2020, certain executives accepted a voluntary, temporary decrease in salary associated with the CEO’s recommendationCOVID-19 pandemic. Mr. Bram's temporary salary decrease was 25%. Mr. Loughran, Mr. Gibson and Ms. Cunningham's temporary salary decrease was 15% each. The executives resumed full base salary effective October 3, 2020, with the exception of Mr. Loughran who resigned on June 30, 2020.
•Ms. Cunningham was promoted to the position of Senior Vice President and Chief Financial Officer June 30, 2020 following the departure of Mr. Loughran. The Committee approved a base salary of $320,000 for Ms. Cunningham in connection with her promotion, recognizing the other NEOs, determined that itsignificant increase in her responsibilities. Upon promotion, Ms. Cunningham's base salary was temporarily decreased 15% to $272,000 due to the COVID-19 pandemic through October 3, 2020.
•Upon Mr. Hutter's appointment to the serve as Interim President and CEO following Mr. Bram’s retirement, the Committee established his compensation to be paid primarily in stock awards based on achievement of long-term performance goals. Additionally, the best interestsCommittee approved a base salary of $35,558 for Mr. Hutter.

Short-Term Incentive Plan
The short-term incentive plan is a cash-based program focused on near-term performance goals. The cash incentive is calculated as a percentage of an executive's base salary depending on the executive’s position with the Company, and our shareholders to defer any increaseachievement of each NEO’s base salary until a later date to be determined byspecified strategic goals for the Committee.

Base salary for each NEO asfiscal year.

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For 2020, 70% of December 31, 2019 and December 31, 2018 are listed in the table below:

NEO Title Base Salary at 12/31/2019  Base Salary at 12/31/2018  % Increase 
Craig C. Bram President & CEO $495,000  $495,000   —%
Dennis M. Loughran SVP & CFO $322,500  $322,500   —%
J. Greg Gibson President, Synalloy Chemicals $272,000  $272,000   —%

2019 Incentive Plan

With assistance from our compensation consultant, the Committee established the 2016 Incentive Plan and essentially carried the same plan forward each year including the 2019 Incentive Plan. As with the prior incentive plans, the 2019 Incentive Plan consisted of two components: short-term cash incentive compensation and long-term equity incentive compensation in the form of restricted stock awardswas tied to be issued under the 2015 Stock Award Plan (the “2015 Stock Plan”), which was approved by shareholders at the 2015 Annual Meeting.


Also, the Committee approved the calculationachievement of the same performance metric that has been utilized since the 2016 Incentive Plan and is used to calculate certain components of both the short-term cash and long-term equity incentives. Consistent with prior years incentive plans, the 2019 Incentive Plan defined the “Performance Metric” asTargeted Adjusted EBITDA before incentives and excluding(excluding inventory gains and losses, metal price change gains and losses, inventory cost adjustments, and aged inventory adjustments,inventory). This performance metric was originally established with Pearl Meyer’s assistance in 2016 and manufacturing variances.

Short-Term Cash Incentive

has been consistently used since then. A Threshold Adjusted EBITDA was set at 75% of the target, and a Maximum Adjusted EBIDTA was set at 125% of the target.

The remaining 30% of the 2020 short-term cash incentive was tied to achievement of operational and strategic goals specific to each NEO’s area of responsibility, in each case designed to drive financial and operational performance. Goal achievement was tied to successful delivery of measures that drive stronger efficiencies across the Company for Messrs. Bram and Loughran and Ms. Cunningham, and across the Chemical segment for Mr. Gibson. Mr. Hutter did not participate in the 2019 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 the2020 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 Mr. 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. plan.

The table below provides the total short-term cash incentive, as a percentage of base salary, for each NEO at the threshold, target and maximum levels.

Total Short-Term Cash Incentive

(as a percentage of base salary)

  Threshold  Target  Maximum 
President & CEO  50.0%  85.0%  120.0%
SVP & CFO  45.0%  65.0%  85.0%
President, Synalloy Chemicals  40.0%  57.0%  75.0%

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 Chemicals40.0%57.0%75.0%
For the short-term cash incentive compensation component of the 2019 Incentive Plan, the following table sets forth the Performance Metric 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 2019 Performance Metric threshold, target, maximum and actual results.

  2019 Performance Metric Component 
(dollars in millions) Threshold  Target  Maximum  2019 Actual 
President & CEO $25.50  $34.00  $42.50  $21.41 
SVP & CFO $25.50  $34.00  $42.50  $21.41 
President, Synalloy Chemicals(1) $4.35  $5.80  $7.25  $5.05 

(1)2019 Performance Metric component is for the Chemicals Segment.

For 2019,2020, the Performance Metric achieved was below the Threshold level for the Company. The Performance Metric achievement for the Chemicals Segment in 2019Company and was between the Threshold and Target performance level.

Forlevel for the Chemicals segment. The table below details the 2020 Targeted Adjusted EBIDTA threshold, target, maximum, and the final results. Messrs. Bram and Loughran did not receive a payout under the 2020 short-term cash incentive compensation component ofplan because they were not employed for the 2019 Incentive Plan, theentire calendar year.

2020 Performance Metric Component
(dollars in millions)ThresholdTargetMaximum2020 Actual
SVP & CFO$21.49$28.66$35.82$15.18
President, Synalloy Chemicals (1)
$5.52$7.37$9.21$6.80
(1) 2020 Performance Metric component is for the Chemicals Segment.
The following table sets forth the 2020 strategic goal component for each executive. Actual payout is based on a calculation using results for the yearMs. Cunningham and may vary between ThresholdMr. Gibson and Maximum values. The table below details the 20192020 strategic goals threshold, target, maximum and actualfinal results.

2019
2020 Strategic Goals Component
ThresholdTargetMaximum20192020 Actual
PresidentSVP & CEOCFO (1)
3 out of 54 out of 55 out of 54.5 out of 5
President, Synalloy Chemicals (2)
3 out of 54 out of 55 out of 54.92 out of 5
SVP & CFO(2)(1)
4 out of 75 out of 77 out of 76.9 out of 7
President, Synalloy Chemicals(3)3 out of 54 out of 55 out of 54.0 out of 5

(1)The 2019 strategic goals for the President & CEO related to financial, growth, and personnel initiatives.
(2)The 20192020 strategic goals for the SVP & CFO related to financial and net debt targets, achievement of cost reduction targets, and process and personnel initiatives.
(3)
(2) The 20192020 strategic goals for the President, Synalloy Chemicals related to facility safety,revenue and cost reduction targets, new sales products and marketing, growthcustomer targets, and facility specific initiatives.operational efficiency targets.

For 2019, all NEOs met or

Ms. Cunningham exceeded the “Target”Target level of performance for the strategic goals component. The strategic goalsgoal component of the short-term cash incentive are operational andplan. Mr. Gibson was below Threshold level of performance for the strategic goals specific to each named executive officer’s areagoal component of responsibility, in each case designed to drive overall Company financial and operational performance.

the short-term cash incentive plan. Total short-term cash incentives were earned by Ms. Cunningham and Mr. Gibson for fiscal year 20192020 were as follows:

    2019 Performance Metric Component  2019 Strategic Goals Component  Total 2019 Short-Term Cash Incentive Payments 
Name Position $  % of Base Salary  $  % of Base Salary  $  % of Base Salary 
Craig C. Bram President & CEO  —   —% $176,700   35.7% $176,700   35.7%
Dennis M. Loughran SVP & CFO  —   —% $81,238   25.2% $81,238   25.2%
J. Greg Gibson President, Synalloy Chemicals $77,580   28.5% $46,512   17.1% $124,092   45.6%

2019

19

2020 Performance Metric Component2020 Strategic Goals ComponentTotal 2020 Short-Term Cash Incentive Payments
NamePosition$% of Base Salary$% of Base Salary$% of Base Salary
Sally M. CunninghamSVP & CFO$0—%$78,00024.4%$78,00024.4%
J. Greg GibsonPresident, Synalloy Chemicals$100,20335.8%$0—%$100,20335.8%
2020 Long-Term Equity Incentive

Plan

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 both financial performance and growth in the Company’s 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. In recent years, the Company has granted restricted stock awards that vestvests over either threea three-year period. Vesting will accelerate upon an executive’s termination of employment at retirement or five years, with half of such awards subject to achievement of a performance goal.

The long-term stock-based incentives are delivered in the formevent of death or disability. The restricted stock awards. is issued pursuant to the terms of the Company’s 2015 Stock Awards Plan.

Stock-based compensation is established at a percentage of each executive’s base salary at the time of grant.In order to attract and retain executive talent, 50% of the long-term incentive istime-vests over a time-vesting retention award. In order to closely tie total compensation to long-term shareholder value, thethree-year period. The other 50% of the long-term incentive compensation for the NEOs is earned based on achievement of a three-year cumulative Performance Metric.

For the long-term equity incentive component of the 2019 Incentive Plan, Mr. Bram was awarded restricted stock with a value at the time of grant equal to 42.5% of his base salary in the form of a time-vesting award, Mr. Loughran was awarded restricted stock with a value at the time of grant equal to 32.5% of his base salary in the form of time-vesting awards, and Mr. Gibson was awarded restricted stock with a value at the time of grant equal to 28.5% of his base salary in the form of an time-vesting award. These time-vesting stock awards vest 33% per year over a three-year period.


The NEOs are also eligible for performance-vesting restricted stock awards which, at maximum pay-out levels, would equal 63.75% of base salary for Mr. Bram, 48.75% of base salary for Mr. Loughran and 42.75% of base salary for Mr. Gibson. This performance-vesting restricted stock award is based on achievement of a three-year cumulative Adjusted EBITDA Performance Metric target and will be earned, if at all, for performance during the three-year period ending December 31, 2021.

2022.

Total long-term equity incentives awarded for fiscal year 20192020 were as follows:

Name Position 

2019 Time-Vesting

Stock Award(1)

  2019 Performance-Vesting Stock Award(2)  Total 2019 Long-Term Equity Awards 
Craig C. Bram President & CEO $210,375  $210,375  $420,750 
Dennis M. Loughran SVP & CFO $104,813  $104,813  $209,625 
J. Greg Gibson President, Synalloy Chemicals $77,520  $77,520  $155,040 

(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, 2021.

NamePosition
2020 Time-Vesting
Stock Award (1)
2020 Performance-Vesting Stock Award (2)
Total 2020 Long-Term Equity Awards
Craig C. BramPresident & CEO$210,375$210,375$420,750
Dennis M. LoughranSVP & CFO$108,144$108,144$216,288
Sally M. CunninghamVP, Corporate Administration$71,250$71,250$142,500
J. Greg GibsonPresident, Synalloy Chemicals$79,800$79,800$159,600
(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, 2022.
Pursuant to the terms of the 2015 Stock Awards Plan, Mr. Bram became fully vested in the time-based vesting component of his 2020 long-term incentive award. The performance-based component of his award was vested at the target performance level. On March 25, 2020, the Committee approved a salary increase for Mr. Bram retro-active to January 1, 2020 and true-up of his 2020 long-term equity incentive accordingly. In lieu of stock, Mr. Bram received cash payments of $102,125 for the time-based component and $102,125 for the performance-based component of his 2020 long-term incentive award. Mr. Loughran’s 2020 Long-Term Equity Incentive Award was forfeited in connection with his termination of employment in June 2020.
Vesting of the 20172018 Performance Long-Term Equity Incentive Award

The 2017 performance-vesting awardperformance-based component of the 2018 long-term equity incentive plan was awarded for the three-year period ending December 31, 2019. 2020.The following table shows the threshold, target and maximum three-year cumulative Performance Metric when the award was made in 20172018 as well as the actual performance for the three-year period ending December 31, 2019.

  

2017 Performance-Vesting Stock Award

(cumulative three-year Performance Metric ending December 31, 2020)

 
(in millions) Threshold  Target  Maximum  Actual 
President & CEO $39.11  $57.55  $75.95  $71.88 
SVP & CFO $39.11  $57.55  $75.95  $71.88 
President, Synalloy Chemicals(1) $17.39  $25.59  $33.76  $17.46 

(1)Three-year cumulative Performance Metric is for the Chemicals Segment.

2020.

20

2018 Performance-Vesting Stock Award
(cumulative three-year Performance Metric ending December 31, 2020)
(in millions)ThresholdTargetMaximumActual
SVP & CFO$52.94$77.86$102.78$70.22
President, Synalloy Chemicals (1)
$16.79$24.69$32.59$18.15
(1) Three-year cumulative Performance Metric is for the Chemicals Segment.
For the 2017 performance-vesting2018 performance-based stock award, the three-year cumulative Performance Metric achieved was abovebetween the “Target”Target and the Threshold level for both the Company. The three-year cumulative Performance Metric achieved forCompany and the Chemicals Segment in 2019 was at “Threshold” level. As such, theSegment. The following table shows the amounts earned by the NEOs for the 20172018 performance-vesting stock award.

Name Position 

2017 Performance-Vesting

Award Earned(1)

 
Craig C. Bram President & CEO $185,096 
Dennis M. Loughran SVP & CFO $92,200 
J. Greg Gibson President, Synalloy Chemicals $27,900 

(1)
NamePosition
2018 Performance-Vesting
Award Earned (1)
Sally M. CunninghamSVP & CFO$16,045
J. Greg GibsonPresident, Synalloy Chemicals$24,266
(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 20172018 Performance-Vesting Award, the NEOs received the following number of restricted shares: Mr. Bram 15,048; Mr. Loughran 7,495; andMs. Cunningham 1,950; Mr. Gibson 2,268.2,949.


Stock-Ownership Levels

Employee Benefit Plans
Retirement Plan
All eligible non-union employees participate in a tax-qualified 401(k) plan. Before July 1, 2020, the Company made a safe harbor matching contribution of up to 4% of an employee’s compensation. The Board has established stock ownership levelsmatching contribution was suspended effective July 1, 2020 due to the economic uncertainties caused by the COVID-19 pandemic. The Company matching contribution for the senior management team and the Board. 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 - three times retainer;
●CEO - four times base salary;
●CFO and Segment Presidents - $250,000; and
●Corporate Secretary - $200,000.

Employment Agreements

Following approval by the Committee, the Company has entered into employment agreements with its NEOs. The Employment Agreement section herein reflects Employment Agreements as of December 31, 2019.

An employment agreement with Mr. Bram was entered into on March 1, 2019 for a two-year term. On each two-year anniversary of the employment agreement, the term is automatically extended for two additional years, unless the Company or Mr. Bram provides written notice that it or he does not wish to extend the agreement within 90 days of the end of the term.

Employment agreements with Mr. Loughran and Mr. Gibson were entered into on March 1, 2019, each for a one-year term. 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 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 provide that the executive will be entitled to severance paymentsincluded in the caseAll Other Compensation column of death or disability, or a termination without cause (outside of, or in connection with 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, must execute a release satisfactory to the Company. Please see the table below for more information on the above described severance payments.

With respect to a change in control, the employment agreements provide for a severance payment only if, in connection with, or within two years after, a change in control, either (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 prior to the change in control. This approach is commonly referred to as “double-trigger” acceleration upon a change in control.


Each employment agreement defines a change in control to occur when “(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 Company representing more than fifty percent (50%) of the combined voting power of the Company’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 Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in 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 Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries). The election of any or all of the Dissident Group’s nominees would not trigger a change in control within the meaning of such term as it is used under these employment agreements.

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 NEO has also agreed not to disclose, at any time during his employment with the Company or thereafter, any of the Company’s confidential information.

The following table shows the potential payments to Messrs. Bram, Loughran and Gibson upon termination for the reasons described below, or to their beneficiaries in the event of death. The amounts shown assume that the employment of each executive was terminated effective December 31, 2019.

Potential Payments Upon Termination or Change-in-Control

    Death or Disability(1)  Retirement(2)  Termination Without Cause(3)  Termination without Cause following a Change in Control(4) 
Craig C. Bram, Base Salary $123,750   —  $742,500  $1,237,500 
President & CEO Cash Bonus $176,700   —  $372,356  $930,890 
  Stock Options  —   —   —   — 
  Restricted Stock(5) $997,886   —  $997,886  $1,889,428 
  Healthcare  —   —  $34,062  $34,062 
Dennis M. Loughran, Base Salary $80,625   —  $241,875  $645,000 
SVP & CFO Cash Bonus $81,238   —  $86,422  $345,688 
  Stock Options  —   —   —   — 
  Restricted Stock(5) $498,791  $498,791  $498,791  $847,241 
  Healthcare  —   —  $21,138  $42,276 
J. Greg Gibson, Base Salary $68,000   —  $204,000  $544,000 
President, Synalloy Cash Bonus $135,689   —  $64,945  $259,780 
Chemicals Stock Options  —   —   —   — 
  Restricted Stock(5) $340,630   —  $340,630  $612,670 
  Healthcare  —   —  $21,138  $42,276 

(1)Upon death or disability, all NEOs 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. Mr. Loughran was the only NEO eligible for retirement as of December 31, 2019.

(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. All other NEOs 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 2.5X of current base salary, 2.5X of the average of the two most recent cash and stock 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, all other NEOs will receive 2.0X of current base salary, 2.0X of the average of the two most recent cash and stock bonuses, 24 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, 2019 closing stock price of $12.91 per share.

38

Compensation of Executive Officers

2019 Summary Compensation Table

The following table sets forth summary compensation information for our NEOs for the years indicated:

Name and Principal Position Year  Salary  Stock Awards(1)  Non-Equity Incentive Plan Compensation(2)  All Other Compensation(3)  Total 
(a) (b)  (c)  (e)  (g)  (i)  (j) 
Craig C. Bram  2019  $495,000  $420,750  $176,700  $11,200  $1,103,650 
(President & CEO)  2018  $495,000  $292,500  $568,012  $10,800  $1,366,312 
   2017  $450,000  $255,997  $277,172  $10,800  $993,969 
Dennis M. Loughran  2019  $322,500  $209,625  $81,238  $11,200  $624,563 
(SVP & CFO)  2018  $322,500  $138,825  $264,450  $10,800  $736,575 
   2017  $308,500  $121,508  $192,355  $10,800  $633,163 
J. Greg Gibson  2019  $272,000  $155,040  $124,092  $19,900  $571,032 
(President, Synalloy Chemicals)  2018  $272,000  $117,000  $135,689  $19,500  $544,189 
   2017  $260,000  $87,764  $41,730  $19,500  $408,994 

(1)Stock Awards - The amounts in this column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock awards made during the year. See Note 7 to the Company’s consolidated financial statements for the year ended December 31, 2019, which are included in the Company’s 2019 Annual Report on Form 10-K, for additional disclosure of all assumptions made with respect to the valuation of stock awards.

(2)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.

(3)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 received a monthly car allowance.

CEO Pay Ratio - For 2019, the annual total compensation for our median employee was $60,256; Mr. Bram’s 2019 annual total compensation was $1,103,650 and the ratio of these two amounts was 1:18.

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 such material changes since 2017, we are using the same median employee identified for 2017, as described below.


The median employee was identified for 2017 utilizing 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.

Grants of Plan-Based Awards

Name Grant 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) 
    Threshold  Target  Maximum  Threshold  Target  Maximum       
(a) (b) (c)  (d)  (e)  (f)  (g)  (h)  (i)  (l) 
Craig C. Bram 2/8/19 $74,250  $420,750  $594,000                     
  2/8/19             $105,188  $210,375  $315,563   13,396  $420,750 
Dennis M. Loughran 2/8/19 $43,538  $209,625  $274,125                     
  2/8/19             $52,406  $104,813  $157,219   6,669  $209,625 
J. Greg Gibson 2/8/19 $32,640  $155,040  $204,000                     
  2/8/19             $38,760  $77,520  $116,280   4,932  $155,040 

(1)These awards were made pursuant to our 2019 Incentive Plan and were earned upon the achievement of certain performance goals established by the Committee for the fiscal year ended December 31, 2019. 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 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 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 35.7%, Mr. Loughran earned 25.2%, and Mr. Gibson earned 45.6% of these non-equity incentive plan awards based on our performance during 2019. 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 2019 Incentive Plan. These restricted shares will be earned over the performance cycle ending December 31, 2022. 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 42.5% of base salary for Mr. Bram, 32.5% of base salary for Mr. Loughran and 28.5% of base salary for Mr. Gibson.

(3)These amounts represent grants of time based restricted shares made under the 2019 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.

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Outstanding Equity Awards at Fiscal Year End 2019

The following table sets forth information about stock options and restricted stock awards outstanding at the end of 2019 for each of our NEOs. No other stock awards were outstanding at December 31, 2019.

  Option Awards  Stock Awards 
Name Number of Securities Underlying Unexercised Options (#)/ Exercisable(1)  Number of Securities Underlying Unexercised Options (#)/ Unexercisable(1)  Option Exercise Price  Option 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  1,015   1,015  $16.010   2/10/2025   37,129  $479,335   20,083  $259,272 
Dennis M. Loughran  —   —   —   —   18,904  $244,051   9,866  $127,370 
J. Greg Gibson  1,673   419  $16.010   2/10/2025   14,493  $187,105   4,865  $62,807 
   3,398   —  $14.760   2/20/2024                 

(1)Includes stock options granted on 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, February 7, 2018 and February 6, 2019 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 2017, 2018 and 2019, 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, 2020, December 31, 2021 and December 31, 2022. 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, 2019 closing stock price of $12.91 per share.

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2019 Option Exercises and Stock Vested

The following table sets forth information about restricted stock awards that vested in 2019.

  Stock Awards 
Name Number of Shares Acquired on Vesting  Value Realized on Vesting(1) 
(a) (b)  (c) 
Craig C. Bram  44,586  $703,872 
Dennis M. Loughran  19,316  $307,435 
J. Greg Gibson  12,954  $206,841 

(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 of the Company (or a subsidiary or division of the Company in which employee is employed) are sold to an entity not affiliated with the Company, (b) a merger or share exchange with an unaffiliated party occurs 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 justifies an exercise right, an option holder may exercise, in addition 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 of the Company having 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, 2019, 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 2019 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 fixed 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 acquired the right to exercise the option by bequest or inheritance, or his or her attorney-in-fact, as appropriate, at any time after the holder’s death, but not later than the end of the fixed term of the option. Otherwise, options can only be exercised by an employee who has been in the continuous employment of 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 laws of descent and distribution.

At March 17, 2020, there were a total of 170,436 shares underlying outstanding options and 46,936 shares underlying exercisable options under the 2011 Option Plan. There were 28,528 shares available for grant under the 2011 Option Plan as of March 17, 2020.


Stock Award Plans

The 2015 Stock Plan, approved by shareholders at the 2015 Annual Meeting of Shareholders and amended by the Board 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 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 prior 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 17, 2020, awards for 211,830 shares have been granted under the 2015 Stock Plan.

The 2005 Stock Awards Plan (“2005 Stock Plan), approved by shareholders at the 2005 Annual Meeting of Shareholders, and amended by the Board 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, 2019, 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 2019 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.

RetirementPlans

401(k)/ESOP Plan

The Company sponsors a 401(k) Plan/Employee Stock Ownership 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, employeeoffered. Prior to 2015, the 401(k) plan was designed as an Employee Stock Ownership Plan (the “ESOP”) and contributions cannotcould be invested in the Company’sCompany's Common Stock.


Prior toStock; the ESOP provisions of the 401(k) Plan were frozen effective January 1, 2016 alland Company stock is no longer an available investment option.

Compensation paid upon to an NEO upon the exercise of stock options cannot be contributed to the 401(k) plan. NEO contributions to the 401(k) Plan are limited by the Internal Revenue Code.
The Company does not maintain any non-qualified retirement or other deferred compensation plans.
Other Benefit Programs
Synalloy’s officers participate in the benefit programs available to other Company employees. The core benefit programs include medical, dental, and vision benefit plans, a health savings account, health and dependent-care flexible spending accounts, group-term life insurance coverage, long-term disability benefits, and a paid time off program.
Other than an auto allowance, the Company does not provide perquisites for our officers.
Equity Compensation Plans
The 2015 Stock Awards Plan (the 2015 Stock Plan or Plan) was approved by shareholders at the 2015 Annual Meeting of Shareholders and was amended and restated by the Board of Directors in 2018 and approved by shareholders at the 2018 Annual Meeting of Shareholders. The Plan provides for awards of restricted stock with time-based vesting or vesting based on the achievement of performance objectives. A detailed description of the 2015 Stock Awards Plan is included in the discussion regarding Proposal 3, which seeks shareholder approval of an increase in the number of shares of Company stock reserved for issuance under the Plan. Currently, up to 500,000 shares are authorized for issuance of restricted stock awards. As of March 22, 2021, awards for 476,814
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shares have been granted under the 2015 Stock Plan. Additional awards for approximately 105,000 shares have been granted subject to and contingent upon shareholder approval of Proposal 3. The 2015 Stock Plan will terminate by its terms on February 15, 2025.
The Company approved the 2011 Long-Term Incentive Stock Option Plan (the 2011 Option Plan) at the 2011 Annual Meeting of Shareholders. On March 22, 2021, there were invested ina total of 179,531 shares underlying outstanding and 86,531 exercisable options under the 2011 Option Plan. The 2011 Option Plan terminated on January 24, 2021. Outstanding and exercisable options may be exercised until the date that is 10 years from the original grant date.
Employment Agreements
Following approval by the Committee, the Company stock. Effective Januaryentered into employment agreements with the named executive officers.The following information summarizes the terms of these employment agreements.
Mr. Bram: The Company entered into an employment agreement with Mr. Bram on March 1, 2016, Company contributions are invested in2019 for a two-year term.In accordance with employee electionsthe terms of his confidential separation and release agreement dated October 25, 2020, upon Mr. Bram’s retirement he received a lump sum payment of $703,115, which represented his accrued base salary for individual contributions,2020 and the ESOPa pro-rata portion of the 401(k)/ESOP Plan2020 short-term incentive award. In addition, in exchange for confidentiality and other restrictive covenants and a release of claims, Mr. Bram received a lump sum payment of $312,500 and a payment equal to 24 months of premiums for group health coverage.
Ms. Cunningham and Mr. Gibson: The terms of the Company’s employment agreements with Ms. Cunningham and Mr. Gibson are the same, with the exception of base salary amount. Each agreement was originally entered into on March 1, 2019. Ms. Cunningham’s agreement was amended and restated on February 5, 2021 in connection with her promotion to Senior Vice President and CFO to reflect her new title and base salary. Each agreement has a one-year term that is frozen. Forautomatically extended for an additional year on each plan year,one-year anniversary of the effective date unless the Company contributes on behalf of each eligible participant a discretionary matching contribution equalor the executive provides written notice that it or the executive does not wish to a percentage determined annually byextend the Board.

For 2019 and 2018, the maximum matching contribution was 4%. The matching contribution is allocatedagreement within 1590 days of each pay period. In additionthe end of the term. The employment agreements provide that the executive will be entitled 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 exceptseverance payments in the eventcase of death or disability, termination of employmentwithout cause 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 retirementfollowing 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 will be required to execute a release satisfactory to the Company.Each 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 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” 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 and will be settled in stock following the 2021 Annual Meeting of Shareholders provided shareholders approve Proposal 3 to increase the number of shares of Company stock reserved for issuance under the 2015 Stock Awards Plan. If shareholders do not approve an increase in the number or shares available for issuance under the 2015 Stock Awards Plan, Mr. Hutter will be paid cash in lieu of the Company’s Common Stock or both. IfTranche I PSUs award. The Tranche II PSUs will be forfeited if the target levels are not reached. Both awards will become fully vested in the event there is a change in control of the Company. Mr. Hutter’s 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 participateagreement provides for a plan year. The 401(k)/ESOP Plan permits rollovers from qualified plansbase salary of $35,568. He is eligible for bonus compensation at the discretion of the Company.Board of Directors.

Mr. Loughran: The 401(k)/ESOP Plan is permittedCompany entered into an employment agreement with Mr. Loughran on March 1, 2019, which terminated upon Mr. Loughran’s resignation on June 30, 2020. Upon his resignation, Mr. Loughran was entitled to borrow moneyearned but unpaid base salary for 2020. He forfeited any right to purchase sharesincentive compensation under the 2020 short-term cash incentive and long-term incentive plans, and any unvested awards of restricted stock or stock options.
For purposes of the Company’s Common Stock. All sharesemployment agreements, a “change in control” means an event that occurs when (i) any person (as defined in Section 13(d) and 14(d) of the Company’s Common Stock acquired byExchange Act) is or becomes the 401(k)/ESOP Plan with the proceeds of a loan are maintainedbeneficial owner (as defined 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 comprisedRule 13d-3 of the corporate officersExchange Act), directly or indirectly, 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 Boardsecurities 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 qualificationrepresenting more than fifty percent (50%) of the 401(k)/ESOP Plan under the applicable provisionscombined voting power of the Internal Revenue Code

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Company’s then outstanding securities, or (ii) there is a consummation of 1986, as amended from time to time. For 2019, the Company’s total matching contribution was $833,698.

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 2019 shareholder vote on executive compensation. Based on such review, discussion and considerationa reorganization, merger or consolidation or sale or other disposition of all or substantially all of the 2019 shareholder vote,assets of the Compensation & Long-Term Incentive Committee recommendedCompany (a “Business Combination”).

The following table shows the potential payments to our BoardMs. Cunningham and Messrs. Hutter and Gibson upon termination for the reasons described below, or to their beneficiaries in the event of death.The amounts shown assume that the “Compensation Discussionemployment of each executive was terminated effective December 31, 2020.
Death or Disability (1)
Retirement (2)
Termination Without Cause (3)
Change in Control (4)
Sally M. Cunningham,
SVP & CFO		Base Salary$80,000—$240,000$320,000
Cash Bonus$78,000—$83,725$167,450
Stock Options$4,701—$4,701$4,701
Restricted Stock (5)
$144,043—$144,043$144,043
Healthcare——$21,138$42,276
J. Greg Gibson,
President, Synalloy Chemicals		Base Salary$70,000—$210,000$280,000
Cash Bonus$100,203—$112,148$224,295
Stock Options————
Restricted Stock (5)
$169,556—$169,556$169,556
Healthcare——$21,138$42,276
Christopher G. Hutter
Restricted Stock (5)
———$390,000
(1) Upon death or disability, Ms. Cunningham and Mr. 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. Neither executive was eligible for retirement as of December 31, 2020.
(3) Upon termination without cause, Ms. Cunningham and Mr. 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, Ms. Cunningham and Mr. 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, 2020 closing stock price of $7.80 per share.
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Compensation of Executive Officers
2020 Summary Compensation Table
The following table sets forth summary compensation information for our NEOs for 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)
Christopher G. Hutter2020$4,970—$791,000———$795,970
Interim President & CEO
Sally M. Cunningham2020$266,750$35,000$142,500$229,239$78,000$8,345$759,834
SVP & CFO
J. Greg Gibson2020$262,500$20,000$159,600$155,940$100,203$19,071$717,314
President, Synalloy Chemicals2019$272,000—$155,040—$124,092$19,900$571,032
2018$272,000—$117,000—$135,689$19,500$544,189
Craig C. Bram2020$481,771$329,250$420,750$324,875—$1,027,015$2,583,661
President & CEO (former)2019$495,000—$420,750—$176,700$11,200$1,103,650
2018$495,000—$292,500—$568,012$10,800$1,366,312
Dennis M. Loughran2020$158,294$50,000$216,613$240,408—$11,400$676,715
SVP & CFO (former)2019$322,500—$209,625—$81,238$11,200$624,563
2018$322,500—$138,825—$264,450$10,800$736,575
(1) Mr. Bram retired November 9, 2020.
(2) Mr. Hutter was named Interim President and CEO on November 10, 2020.
(3) Mr. Loughran resigned as SVP & CFO on June 30, 2020. Mr. Loughran's unvested Stock Awards and Stock Options were forfeited in connection with his termination of employment
(4) Ms. Cunningham was appointed SVP & CFO effective July 1, 2020. Her 2020 compensation includes the entire calendar year.
(5) Salary - On May 5, 2020, certain executives accepted a voluntary, temporary decrease in salary associated with the COVID-19 pandemic. Mr. Bram's temporary salary decrease was 25%. Mr. Loughran, Mr. Gibson and Ms. Cunningham's temporary decrease was 15% each. The executives resumed full base salary effective October 3, 2020.
(6) Bonus - The Committee awarded Mssrs. Bram, Loughran and Gibson and Ms. Cunningham were awarded a retention bonus related to their efforts with the proxy contest. Additionally, Mr. Bram received cash in lieu of stock for a portion of his long-term incentive. See the CD&A for further discussion.
(7) 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. Mr. Bram's amount also includes severance associated with his retirement effective November 9, 2020. Mr. Gibson's amount also includes a monthly car allowance.
CEO Pay Ratio - For 2020, the annual total compensation for the median employee identified during 2020 was $53,538; Mr. Hutter's 2020 annual total annualized compensation was $826,568 and Analysis”the ratio of these two amounts was 1:15.44.
The median employee was identified utilizing 2020 total cash compensation consisting of earnings, bonuses, and allowances foremployees as of December 31, 2020. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be includedcomparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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Grants of Plan-Based Awards
NameGrant Date
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
All Other Stock Awards: Number of Shares of Stock or Units (#) (3)
All Other Option Awards:
Number of Securities Underlying Options		Exercise or Base Price of Option Awards
($/Sh)		Grant Date Fair Value of Stock and Option Awards
ThresholdTargetMaximumThresholdTargetMaximum
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
Christopher G. Hutter
10/26/2020
50,000 (4)
$282,500
10/26/2020
90,000 (5)
$62,000
Craig C. Bram
02/05/2020$94,669$420,750$525,938
02/05/2020$105,188$210,375$315,56316,188$420,750
02/05/202025,000$12.995$324,875
Dennis M. Loughran
02/05/2020$48,738$216,613$270,766
02/05/2020$54,072$108,144$162,2168,321$216,613
02/05/202018,500$12.995$240,408
Sally M. Cunningham
02/05/2020$32,063$142,500$178,125
02/05/2020$68,000$136,000$204,0005,482$142,500
02/05/202012,000$12.995$155,940
06/30/202010,200$7.330$73,299
J. Greg Gibson
02/05/2020$35,910$159,600$199,500
02/05/2020$39,900$79,800$119,7006,140$159,600
02/05/202012,000$12.995$155,940
(1) These awards were made pursuant to our 2020 Incentive Plan and were earned upon the achievement of certain performance goals established by the Committee for the fiscal year ended December 31, 2020. 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 57% of base salary for Ms. Cunningham and 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 earned 65%, and Mr. Gibson and Ms. Cunningham 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. Ms. Cunningham 55% of Target and Mr. Gibson earned 63% of Target of these non-equity incentive plan awards based on our performance during 2020. 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 2020 Incentive Plan. These restricted shares will be earned over the performance cycle ending December 31, 2022. 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 42.5% of base salary for Mr. Bram, 32.5% of base salary for Mr. Loughran and 28.5% of base salary for Ms. Cunningham and Mr. Gibson.
(3) These amounts represent grants of time based restricted shares made under the 2020 Incentive Plan. For a discussion of the material terms of these awards, see our CD&A section.
(4) These awards are time-vesting, with two-thirds of the award vesting on October 26, 2021 and the remaining one-third vesting on April 26, 2022.
(5) These performance stock units or “PSUs” 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 and will be settled in stock following the 2021 Annual Meeting of Shareholders provided shareholders approve Proposal 3 to increase the number of shares of Company stock reserved for issuance under the 2015 Stock Awards Plan.

25

Outstanding Equity Awards at Fiscal Year End 2020
The following table sets forth information about stock options and restricted stock awards outstanding at the end of 2020 for each of our 2019 Annual Report on Form 10-KNEOs. No other stock awards were outstanding at December 31, 2020.
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————140,000$1,092,000——
Sally M. Cunningham—12,000$12.9952/5/203010,575$82,48512,176$94,973
—10,000$7.3306/30/2030
J. Greg Gibson—12,000$12.9952/5/203013,074$101,97715,764$122,959
2,092—$16.0102/10/2025
3,398—$14.7602/20/2024
(1) Includes stock options granted on February 5, 2020 and June 30, 2020, all of which vest in 33% increments annually, beginning one year after date of grant. Additionally, includes stock options granted February 20, 2014 and February 10, 2015, all of which vest in 20% increments annually, beginning one year after date of grant.
(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, as well as variable weight average performance shares that vest when the 30-day weighted average of the Company stock reaches $8.00 and $11.00.

For Ms Cunningham and Mr. Gibson, this includes restricted stock awards granted on February 19, 2016 and vests in 20% increments annually, beginning one year after date of grant. It also includes grants on February 7, 2018, February 6, 2019 and February 5, 2020 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 2018, 2019 and 2020 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, 2020, December 31, 2021 and December 31, 2022. 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, 2020 closing stock price of $7.80 per share.

2020 Option Exercises and Stock Vested
The following table sets forth information about options exercised and restricted stock awards that vested in this Proxy Statement.

The Compensation & Long-Term Incentive Committee
Henry L. Guy, Chair
Susan S. Gayner
Amy J. Michtich
James W. Terry, Jr.
2020.
 Option AwardsStock Awards
NameNumber 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——53,317$434,236
Dennis M. Loughran——9,690$122,985
Sally M. Cunningham——4,726$60,181
J. Greg Gibson——7,559$95,863
(1) Based on the market value of the shares on the exercise or vesting date.

Proposal

26

PROPOSAL 2 - Advisory Vote on the Compensation of ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our Named Executive Officers

The 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. While the advisory vote is required by the Exchange Act, the frequency of the vote (every year, every two years, or every three years) is at the discretion of the Board. Rule 14a-21(b) under the Exchange Act requires the Board to ask shareholders at least every six years, to recommend the frequency of the” say-on pay” vote. At the 2018 Annual Meeting of Shareholders, shareholders recommended that future “say-on-pay” votes take place every year, and the Board has determined to submit the “say-on-pay” vote to shareholders on an annual basis. The next vote for the frequency of the “say-on-pay” votes will be at the 2024 Annual Meeting of Shareholders.

This proposalIt 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 disclosures 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"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 hereby 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, and Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in the Company’s 2020 Proxy Statement.”

"

Vote Required

A majority of the voting power representedvotes cast at the Annual Meeting of Shareholders must vote “FOR”"FOR" Proposal 2 to approve the advisory vote on the compensation of our named executive officers. The enclosedBLUE Proxy Card 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 will have the same effect as a vote against this proposal. Brokerand broker non-votes will have no effect on the outcome of the vote on this proposal.

45

Board Recommendation

THE

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”"FOR" THE APPROVAL OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

27

PROPOSAL 3 - PROPOSAL TO APPROVE THE INCREASE IN SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THE COMPANY'S 2015 STOCK AWARDS PLAN
The Company’s 2015 Stock Awards Plan (2015 Stock Plan or Plan), was adopted by the Board of Directors effective as of February 10, 2015, and was approved by shareholders at the 2015 Annual Meeting of Shareholders. An amendment and restatement of the Plan was adopted and approved by shareholders at the 2018 Annual Meeting of Shareholders. The Plan is intended to provide key executive employees of the Company and its subsidiaries with the opportunity to participate in the Company’s future prosperity and growth by awarding them shares of the Company’s Common Stock. The Plan has a ten (10) year term and will terminate On February 10, 2025.
The Company’s shareholders have approved the issuance of up to 500,000 shares of Common Stock for awards under the 2015 Stock Plan. At March 1, 2021, there were no shares available for future grants under the Plan. In February 2021, the Board of Directors approved an amendment to the 2015 Stock Plan to increase the maximum number of shares of Common Stock reserved for issuance under the 2015 Stock Plan by an additional 1,000,000 shares, which would result in a total authorization of 1,500,000 shares under the 2015 Stock Plan, as amended. The amendment is subject to approval by the Company's shareholders. If approved, 918,002 shares will be available for future grants of awards. A copy of the Amended and Restated 2015 Stock Awards Plan is included with this Proxy Statement as Appendix A and incorporated herein by reference.
In determining the number of shares to include in the Amended 2015 Stock Awards Plan, the Compensation & Long-Term Incentive Committee, in consultation with Pearl Meyer, the Committee’s independent executive compensation consultant, considered anticipated equity usage over the next three to five years. The Compensation & Long-Term Incentive Committee also considered annual equity burn rate and total equity overhang as compared to Synalloy’s compensation peer group. Synalloy’s three-year average burn rate was below the peer group median, and the requested share authorization will position Synalloy’s total equity overhang between the median and 75th percentile of the peer group. The Committee believes the requested share authorization will be sufficient to provide competitive equity grants to eligible employees over the next few years and will not be perceived by most shareholders as overly dilutive.
The following is a summary of the 2015 Stock Plan as amended and is qualified in its entirety by reference to the Plan. This summary does not create any rights separate from the Plan.
The purpose of the 2015 Stock Plan is to further the long-term stability and financial success of the Company by attracting and retaining senior management and key employees through the use of stock incentives. The Company believes that ownership of its Common Stock will stimulate the efforts of those persons upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business and will further the identification of those persons' interests with the interest of the Company's shareholders. The 2015 Stock Plan is administered by the Compensation & Long-Term Incentive Committee of the Board of Directors.
The Compensation & Long-Term Incentive Committee sets the vesting schedule for individual awards under the 2015 Stock Plan, generally in 33% increments, beginning one year after the grant date. A Plan participant must remain employed with the Company or a subsidiary until the award vesting dates to become entitled to shares of Company stock granted pursuant to the award unless the participant’s termination of employment with the Company is due to retirement on or after age 62, death or disability, in which event the participant shall become 100% vested. Any portion of a stock award that has not vested prior to the termination of an eligible employee's employment with the Company shall be automatically forfeited and cancelled. Vesting of awards will also accelerate to 100% in the event of a change in control. For this purpose, a change in control will occur upon either (i) the acquisition of more than fifty percent (50%) of the outstanding voting securities of the Company or a subsidiary in which the participant 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 fifty percent (50%) in value of the assets of the Company over any consecutive 12-month period of time. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting shares of the Company, the number of shares subject to unvested stock awards and the number of shares reserved for issuance under the 2015 Stock Plan will be equitably adjusted by the Committee to reflect the change.
The 2015 Stock Plan may be amended or terminated by the Board of Directors at any time. However, to the extent shareholder approval is required by applicable law or applicable requirements of any securities exchange or quotation system on which the Company's Common Stock is listed or quoted, no such action by the Board will be effective unless approved by a majority of the outstanding shares of the Company.
28

The following table sets forth aggregated information as of March 22, 2021 about all of the Company's equity compensation plans.
 
 
 
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)		Weighted average exercise price of outstanding options, warrants, and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1)
(c)
Equity compensation plans approved by security holders179,531 $12.74 — 
Equity compensation plans not approved by security holders— — — 
Total179,531 12.74 — 
Vote Required
A majority of the votes cast at the Annual Meeting of Shareholders must vote "FOR" Proposal 4 to approve the increase in shares of common stock issuable under the Company's 2015 Stock 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 have no effect on the outcome of the vote on this proposal.

Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE INCREASE IN SHARES OF COMMON STOCK ISSUABLE UNDER THE COMPANY'S AMENDED AND RESTATED 2015 STOCK AWARDS PLAN.
29

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, 2020. The Audit Committee has discussed with the Company’s independent auditors, KPMG 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 KPMG 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 KPMG 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, 2020 for filing with the SEC.

The Audit Committee
Jeffrey Kaczka, Chair
Susan S. Gayner
John P. Schauerman


30

FeesPaid to Independent Registered Public Accounting Firm

The following table sets forth the aggregate fees billed by KPMG LLP for audit services rendered in connection with the consolidated financial statements and reports for the fiscal years ended December 31, 20192020 (referred to as “Fiscal 2019”"Fiscal 2020") and December 31, 2018 (“2019 ("referred to as “Fiscal 2018”"Fiscal 2019") and for other services rendered during fiscal years 20192020 and 2018,2019, on behalf of the Company and its subsidiaries, which have been billed or will be billed to the Company.

Fee Category Fiscal 2019  % of Total  Fiscal 2018  % of Total 
Audit Fees $1,636,379   99.4% $1,099,790   95.3%
                 
Audit Related Fees $9,200   0.6% $54,200   4.70%
                 
Tax Fees  —   —%  —   —%
                 
All Other Fees  —   —%  —   —%
                 
Total Fees $1,645,579   100.0% $1,153,990   100.0%

Fee CategoryFiscal 2020% of TotalFiscal 2019% of Total
Audit Fees$1,223,54699.4%$1,636,37999.4%
 
Audit Related Fees$7,0000.6%$9,2000.6%
 
Tax Fees——%——%
 
All Other Fees(1)
——%——%
 
Total Fees$1,230,546100.0%$1,645,579100.0%
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 inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Audit Related Fees: In Fiscal 2019, audit related fees only include costs associated with environmental compliance. In2020 and Fiscal 2018, the2019, audit related fees include costs associated with environmental compliance and costs associated with comfort letter procedures.

compliance.

Tax Fees: The Company didnot incur tax fees from KPMG LLP in 20192020 or 2018.

2019.

In making its decision to appoint KPMG LLP as the Company’sindependent registered public accounting firm for the fiscal year ending December 31, 2019,2020, 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.

KPMG LLP.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Auditor

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 2019,2020, all audit and permitted non-audit services were pre-approved by the Audit Committee.

AUDIT COMMITTEE REPORT

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board 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, 2019.2021 and the related interim periods. BDO completed its standard client acceptance procedures on March 17, 2021.
KPMG LLP’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019 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, except as follows:
a.“As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019, due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 842, Leases.”
31

During the Company’s two fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through March 12, 2021, 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 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 has discussed with the Company’s independent auditors, KPMG, the matters required to be discussed by the standardssubject matter of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter fromreportable events with KPMG required by the applicable requirements of the PCAOB regarding the independent accountant’s communications withLLP. Subsequently, the Audit Committee concerning independence, and has discussed with KPMG,management developed a remediation plan detailed in its independence. BasedManagement’s Report on the reviewInternal Control Over Financial Reporting as set forth in item 4 “Controls and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included inProcedures” of the Company’s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter 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.
During the years ended December 31, 2020 and 2019, for filing withand the SEC.

The Audit Committee
Anthony A. Callander, Chair
Henry L. Guy
Jeffrey Kaczka
James W. Terry, Jr.

Proposal 3 - Ratificationsubsequent interim period through March 12, 2021, neither the Company nor anyone on the Company’s behalf consulted BDO regarding any of the Appointmentmatters referred to in Item 304(a)(2)(i) or (ii) of Our Independent Registered Public Accounting Firm

Regulation S-K.

PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITOR
Although applicable 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 KPMGBDO USA, LLP as our independent registered public accounting firm for fiscal year 2020.2021. 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 KPMGBDO 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 KPMGBDO 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, 2019.

2020.

Vote Required

A majority of the voting power representedvotes cast 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, 2020.2021. The enclosedBLUE Proxy Card 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 will have the same effect as a vote against this proposal. Brokerand broker non-votes will have no effect on the outcome of the vote on this proposal.

Board Recommendation

THE

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”"FOR" RATIFICATION OF THE APPOINTMENT OF KPMG,BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDITOR FOR FISCAL YEAR 2020.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

A number of banks, trustees and other holders of record who are our shareholders may be “householding” our proxy materials and annual reports for their customers. This means that only one copy of our proxy materials may have been sent to multiple shareholders sharing an address unless contrary instructions have been received from one or more of the affected shareholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you prefer to receive separate copies of a proxy materials 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, Suite 201, Richmond, VA 23060. 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 owner, you should contact your bank, broker or other holder of record.

47

2021.

32


SHAREHOLDER PROPOSALS FOR THE 20212022 ANNUAL MEETING OF SHAREHOLDERS

Any shareholder proposal to be included in the proxy materials for the 2021 2022Annual 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, Suite 201, Richmond, VA 23060, no later than________, 2020 (120 calendar days prior to the first anniversary of this Proxy Statement); provided, that, if the 2021 Annual Meeting of Shareholders is changed by more than 30 days from the date of the Annual Meeting, then the deadline is a reasonable time before the Company begins to print and send its proxy materials.

December 1, 2021. In order for a shareholder to bring any business or nominations before the 2021 Annual Meeting of Shareholders, that is not submitted for inclusion in the Company’s proxy statement for the 2021 Annual Meeting of Shareholders by the deadline identified above, certain conditions set forth in the Company’s Bylaws must be complied with, including but not limited to, the delivery of a written notice to the Corporate Secretary of the Company between________, 2021 and________, 2021 (notnot less than 30 nor more than 60 days in advance of the 20212022 Annual Meeting which is tentatively scheduled on________, 2021); provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the 2021 Annual Meeting of Shareholders is given or made available May 19, 2022. With respect to shareholders, notice by theany shareholder must beproposal not received by the Company not later than the close of business on the 10th day following the day on which such notice of the date of the 2021 Annual Meeting of Shareholders was mailed or a public disclosure including such date was made.

Each shareholder who desires to present a proposal to be voted on at the 2021 Annual Meeting of Shareholders may do so only in accordance with Section 9 of Article II of the Bylaws, which provides that such shareholder’s notice referenced above shall be timely and must include, for each matter the shareholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and shareholder, and (iv) any material interest of the shareholder in such business.

Each shareholder who desires to nominate a candidate for election to be voted at the 2021 Annual Meeting of Shareholders may do so only in accordance with Section 10 of Article II of the Bylaws, which provides that such shareholder’s notice referenced above shall be timely and shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the Company which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the shareholder giving the notice, (i) the name and record address of shareholder and (ii) the class and number of shares of the Company which are beneficially owned by the shareholder. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth therein.

In accordance with Rule 14a-4(c) under the Securities Act,February 18, 2022, the designated proxy agents will vote on the proposal in their discretion with respect to any shareholder proposal not received by the Company by________, 2021, which is 45 days before the date on which this Proxy Statement was first made available to the Company’s shareholders.

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"Audit Committee Report”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.


OTHER MATTERS TO COME BEFORE THE MEETING

As

The Board of the date of this Proxy Statement, the BoardDirectors does not know of any other matters other than those stated above, thatwhich may properly come before the Annual Meeting.meeting. However, if any other matters do properly come before the Annual Meeting,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
Sally M. Cunningham
Secretary

APPENDIX A

Additional Information Regarding Participants in the Solicitation

Under applicable SEC rules and regulations, members of the Board, the Board’s nominees and certain officers of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Meeting. The following sets forth certain information about such persons (the “Participants”).

Directors and Director Nominees

The names and present principal occupation of our directors and director nominees, each a Participant, are set forth below. The business address for the Company’s current directors and director nominees is c/o Synalloy Corporation, 4510 Cox Road, Suite 201, Richmond, Virginia 23060.

Name

Present Principal Occupation

Craig C. BramPresident and Chief Executive Officer of the Company
Anthony A. CallanderFormer (Retired) Partner of Ernst & Young, LLP
Susan S. GaynerPresident and Chief Executive Officer of Parkland Ventures, Inc.
Henry L. GuyPresident and Chief Executive Officer of Modern Holdings Incorporated
Jeffrey KaczkaFormer (Retired) Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc.
Amy J. MichtichVice President – General Manager, North American Operations of the Scotts Miracle-Gro Company
James W. Terry, Jr.Director of Strategic Assets & Investments for Hollingsworth Funds, Inc.
Murray H. WrightFormer (Retired) Senior Counsel of DurretteCrump, PLC

Officers

The officers of the Company who are Participants are Dennis M. Loughran and J. Greg Gibson. The business address for each is c/o Synalloy Corporation, 4510 Cox Road, Suite 201, Richmond, Virginia 23060. Their present principal occupations are stated below. Mr. Bram is also an executive officer of the Company but is listed above as a Director and Director Nominee.

NamePresent Principal Occupation
Dennis M. LoughranSenior Vice President & Chief Financial Officer of the Company
J. Greg GibsonPresident of Synalloy Chemicals
BY ORDER OF THE BOARD OF DIRECTORS

Information Regarding Ownership of the Company’s Securities by Participants

The number of the Company’s securities beneficially owned by the Participants as of March 17, 2020 is set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management” in this proxy statement.

Information Regarding Transactions in the Company’s Securities by Participants

The following table sets forth information regarding purchases and sales of the Company’s securities by the Participants within the past two years. No part of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

NameDateTitle of Security

Number of

Shares

Transaction
Anthony A. Callander  01/24/2019
07/09/2019

Common Stock

Common Stock

2,153
1,570

Grant, Award or Other Acquisition

Grant, Award or Other Acquisition

Susan S. Gayner01/24/2019
07/09/2019

Common Stock

Common Stock

5,491

5,338

Grant, Award or Other Acquisition

Grant, Award or Other Acquisition

Henry L. Guy

06/13/2018

12/12/2018

12/12/2018

01/24/2019

03/20/2019

07/09/2019

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

5,000

4.224

4.224

1,615

1,600

1,570

Open Market Purchase

Other Acquisition

Other Acquisition

Grant, Award or Other Acquisition

Open Market Purchase

Grant, Award or Other Acquisition

Jeffrey Kaczka07/09/2019Common Stock2,617Grant, Award or Other Acquisition
Amy J. Michtich01/24/2019
07/09/2019

Common Stock

Common Stock

1,722
1,570

Grant, Award or Other Acquisition

Grant, Award or Other Acquisition

James W. Terry, Jr.

06/12/2018

01/24/2019

03/08/2019

07/09/2019

09/20/2019

03/12/2020

03/13/2020

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

1,968

2,261

1,500

1,674

3,300

500

500

Gift of Securities from Insider

Grant, Award or Other Acquisition

Open Market Purchase

Grant, Award or Other Acquisition

Gift of Securities from Insider

Open Market Purchase

Open Market Purchase

Murray H. Wright

06/11/2018

12/20/2018

01/24/2019

03/07/2019

03/08/2019

03/13/2019

07/09/2019

11/21/2019

11/27/2019

12/09/2019

12/17/2019

12/19/2019

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

10,000

1,900

1,615

5,916

4,084

980

1,570

1,000

200

1,800

500

1,000

Open Market Sale

Gift of Securities from Insider

Grant, Award or Other Acquisition

Open Market Purchase

Open Market Purchase

Open Market Purchase

Grant, Award or Other Acquisition

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase


rapsignature2.jpg
NameDateTitle of Security

Number of

Shares

Transaction
Craig C. Bram

06/20/2018

6/20/2018

08/15/2018

08/15/2018

09/18/2018

12/10/2018

12/10/2018

12/13/2018

02/06/2019

02/12/2019

03/07/2019

03/07/2019

03/14/2019

11/19/2019

11/22/2019

12/02/2019

12/09/2019

12/09/2019

12/16/2019

02/05/2020

02/05/2020

02/20/2020

03/10/2020

03/11/2020

03/12/2020

03/16/2020

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

36,710

27,305

38,152

26,647

1,800

2,500

1,000

1,000

31,658

13,632

10,000

1,040

1,100

2,195

2,000

2,000

2,000

1,000

309

31,166

14,027

996

4,000

2,000

1,000

3,000

Exercise or Conversion of Derivative Security

Payment of Exercise Price or Tax Liability

Exercise or Conversion of Derivative Security

Payment of Exercise Price or Tax Liability

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Open Market Purchase

Payment of Exercise Price or Tax Liability

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Open Market Purchase

Open Market Purchase

Open Market Purchase

Open Market Purchase

Dennis M. Loughran  

02/06/2019

02/12/2019

02/22/2019

05/08/2019

02/05/2020

02/05/2020

02/20/2020

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

15,770

5,049

512

950

15,816

4,839

457

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

J. Greg Gibson

02/06/2019

02/12/2019

02/22/2019

05/08/2019

02/05/2020

02/05/2020

02/20/2020

03/11/2020

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

9,671

3,426

335

578

8,408

2,107

317

130

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Grant, Award or Other Acquisition

Payment of Exercise Price or Tax Liability

Payment of Exercise Price or Tax Liability

Open Market Purchase

Miscellaneous Information Concerning Participants

Other than as set forth in this Appendix

Robert A or elsewhere in this proxy statement and based on the information provided by each Participant, none of the Participants or their associates (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, or owns of record but not beneficially, any shares of Common Stock or other securities of the Company or any of its subsidiaries or (ii) has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Meeting. In addition, neither the Company nor any of the Participants listed above is now or has been within the past year a party to any contract, arrangement, or understanding with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. No Participant has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) that is material to such person’s ability or integrity during the past ten years. 

Other than as set forth in this Appendix A or elsewhere in this Proxy Statement and based on the information provided by each Participant, neither the Company nor any of the Participants listed above or any of their associates have or will have (i) any arrangements or understandings with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party or (ii) a direct or indirect material interest in any transaction or series of similar transactions since the beginning of our last fiscal year or any currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000.

Peay, Corporate Secretary

33
PRELIMINARY COPY SUBJECT TO COMPLETION – DATED APRIL 6, 2020

 

image3a01a041.jpg
SYNALLOY CORPORATION

4510 COX ROAD, SUITE 201

RICHMOND, VA 23060



VOTE BY INTERNET
Before The Meeting - www.proxyvoting.com/SYNL

Go to www.proxyvote.com


Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. ETEastern Time the day before the meeting date or 11:59 P.M. ET on the Plan Cut-Off Dateplan 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


During The Meeting - Go to reducewww.virtualshareholdermeeting.com/SYNL2021

You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallyMeeting 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, indicatevote during the Meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.

the box marked by the arrow available and follow the instructions.


VOTE BY PHONE - 1-800-213- 6370

1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. ETEastern Time the day before the meeting date or 11:59 P.M. ET on the Plan Cut-Off Dateplan 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 Michael A. Verrechia,Vote Processing, c/o Morrow Sodali, 509 Madison Avenue Suite 1206, New York, New York 10022.

VOTE IN PERSON

You may attend and vote at the Annual Meeting if you were a shareholder of record as of the Record Date, or if you were a beneficial owner of shares held in street name and you have obtained a legal proxy from the broker, bank, trust or other nominee that holds your shares as of ________, 2020, which is the record date for the Annual Meeting

Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


1. Company’s proposal to elect the eight nominees named in this Proxy Statement to serve on the Company’s BoardElection of Directors each to hold office until the 2021 Annual Meeting of Shareholders or until his or her respective successor is elected and qualified.

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

For
All

All

☐

Withhold All

All

☐

For All Except

Except

☐

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

Nominees

01) Craig C. Bram02) Anthony A. Callander03) Susan S. Gayner04) Henry L. Guy 02) Christopher G. Hutter 03) Benjamin Rosenzweig 04) John P. Schauerman
05) Jeffrey Kaczka06) Amy J. Michtich07) James W. Terry, Jr.08) Murray H. Wright

CUMULATIVE VOTING INSTRUCTIONS: Provide below any instructions with respect to how the undersigned’s shares should be cumulatively voted at the Annual Meeting, including the numberThe Board of shares of Common Stock to be voted for any particular Nominee and/or the name of any Nominee with respect to whom the undersigned is withholding authority to cumulate votes, as applicable. Unless indicated to the contrary in the space provided below, all cumulative votes of such shareholder will be distributed among the nominees at the discretion of the Proxies named herein.Directors recommends you vote FOR proposals 2, 3 and 4.

The Board of Directors recommends you vote FOR proposals 2 and 3.

2.Company’s proposal of the non-binding, advisory resolution approvingAdvisory vote on the compensation of our named executive officers.

For



☐

Against



☐

Abstain



☐

3.Approval of an increase in the number of shares of Company stock reserved for issuance under the Company's 2015 Stock Plan.
Company’s proposal of theFor

☐		Against

☐		Abstain

☐
4.The ratification of the appointment of KPMG,BDO USA, LLP as the Company’sour independent registered public accounting firm for the fiscal year ended December 31, 2020.2021.

For



☐

Against



☐

Abstain



☐


NOTE:And in the discretion of such proxy agents, upon such other business as may properly come before the meeting or any adjournment or postponement thereof, and matters incidentincidental to the conduct of the meeting,meeting.

If you request cumulative voting, the proxy agents will vote this proxy cumulatively for some or all of the nominees in such manner as may be determined at the time by such proxy agents. Check this box to the extent authorized under Rule 14a-4(c) under the Securities Exchange Act of 1934.

request cumulative voting. ☐


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, 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


PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 6, 2020



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

________, 2020 [9:

May 19, 2021 9:00 AM] ET

AM

This proxy is solicited by the Board of Directors



The undersigned hereby appoints Sally M. Cunningham and Dennis M. Loughran,Robert A. Peay or either of them, each of them acting individually or in the absence of others, with the full power of substitution, as lawful proxy, and hereby authorizes them to represent and vote all the shares of Common Stock of Synalloy Corporation which the undersigned would be entitled to vote if personally present at the Annual Shareholders' Meeting of Shareholders of Synalloy Corporation to be held as a virtual meeting at ________www.virtualshareholdermeeting.com/SYNL2021, on ________,Wednesday, May 19, 2020 at [9:9:00 a.m.] ET, Eastern Time, and at any adjournment or postponement thereof, upon such business as may properly come before the meeting. The undersigned hereby revokes any proxy or proxies heretofore given by the undersigned for the Annual Meeting.


The proxies will vote on the items set forth in the Notice of Annual Meeting and Proxy Statement (receipt of which is hereby acknowledged) as specified on this proxy card and are authorized to vote in their discretion when a vote is not specified. If no specification is made, it is the intention of said proxies to vote the shares represented by the proxy in favor of the proposal. The proxies are also authorized to vote in accordance with their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof and matters incident to the conduct of the Annual Meeting, to the extent authorized under Rule 14a-4(c) under the Securities Exchange Act of 1934.


This proxy card, when properly executed will be voted in the manner directed herein by the undersigned shareholder.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 the non-binding,an advisory resolution approvingbasis, of the compensation of our named executive officers; FOR Proposal 3 – approval of an increase in the number of shares of the Company stock reserved for issuance under the Company's 2015 Stock Plan; and FOR Proposal 34 - the ratification of the appointment of KPMG,BDO USA, LLP as the Company’sour independent registered public accounting firm for the fiscal year ended December 31, 2020.

The Board of Directors doesNOT endorse the nominees put forth by Privet Fund LP, UPG Enterprises LLC and certain of their respective affiliates (collectively, the “Dissident Group”) and strongly urges you toDISCARD all proxy cards or other materials sent to you by the Dissident Group. 2021.



Cumulative ____________________________________________________________________________________________________________________________
(If you have previously submitted a white proxy card sent to you bynoted cumulative voting instructions above, please check the Dissident Group, you can revoke that proxy (including any matter set forth therein, whether or not such matter is listedcorresponding box on the reverse side of this card) by signing and dating this card and returning it in the postage-paid envelope or by voting via the Internet or by telephone by following the instructions provided on the reverse side of this card.

side.)


Continued and to be signed on reverse side