Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (June 2020)
84 slides from Ascent Industries's proxy contest presentation, Jun 22, 2020
Slide 1: Building Long-Term Value for Shareholders
Synalloy ~ BUILDING LONG-TERM VALUE FOR SHAREHOLDERS INVESTOR PRESENTATION
Slide 2: Disclaimer
DISCLAIMER Forward-Looking Statement This presentation includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws. All statements that are not historical facts are "forward-looking statements.” The words "estimate", “project”, “intend”, “exp
Slide 3: Table of Contents
TABLE OF CONTENTS 1 Executive Summary W Synalloy is a Top-Performing Metals and Specialty Chemicals Company i Synalloy has the Right Plan for Creating Shareholder Value Vv Synalloy has the Right Management Team, a Refreshed Board and Strong Corporate Governance Vv Privet and UPG are Running a Dising
Slide 4: Executive Summary
EXECUTIVE SUMMARY
Slide 5: Executive Summary
EXECUTIVE SUMMARY Synalloy is a top-performing metals and specialty chemicals business = Synalloy outperformed peers through the business cycle peak at YE 2018 = 2019's infrastructure spending recession led to a decline in volumes and prices, which hurt Synalloy’s primary business, Bristol Metals =
Slide 6: Executive Summary (Continued)
EXECUTIVE SUMMARY (CONTINUED) UPG’s interest appears to be in integrating its opaque business with Synalloy, presumably to benefit UPG = If successful in this campaign, the dissidents intend to name UPG’s co- founder and manager as interim CEO of Synalloy and then “integrate” UPG and Synalloy’s supp
Slide 7: Overview of Synalloy Corporation
OVERVIEW OF SYNALLOY CORPORATION A family of metals and specialty chemicals businesses with long operating histories and proven management teams yw Nasdaq Manufacturer of welded stainless steel pipe, liquid storage tanks, specialty pipe and tube and specialty chemicals Leading market share in the hi
Slide 8: Overview of Privet Fund
OVERVIEW OF PRIVET FUND = Activist hedge fund, based in Atlanta, GA, targeting small- Rey ; 7 Zapitalization companies Most of Privet’s public market investments appear to have lost significant value over time and in 2020, contradicting = Synalloy shareholder since 2016; currently owns 16.8% of Syna
Slide 9: Overview of UPG Enterprises
OVERVIEW OF UPG ENTERPRISES = UPG is a 6-year-old, privately-held collection of distribution businesses with some manufacturing assets = Since inception, UPG has grown aggressively through acquisitions and now boasts $725 million in revenues* or $750 million in revenues** = UPG began buying Synalloy
Slide 10: We Have Actively Engaged with Privet for 3+ Years
WE HAVE ACTIVELY ENGAGED WITH PRIVET FOR 3+ YEARS Management and the Board have conducted dozens of meetings and calls with Privet since 2016 = During nearly every interaction—until December 2019—Privet was exceedingly complimentary of the business, operations, management and strategy = In October 2
Slide 11: Cumulative Voting and the Blue Card Compromise
CUMULATIVE VOTING AND THE BLUE CARD COMPROMISE Unlike all but a small handful of proxy contests, this election is governed by a cumulative voting standard The question for Synalloy’s shareholders is: Do you support a change in the majority of the Board? Cumulative voting has the effect of proportion
Slide 12: Synalloy Is a Top-Performing Metals and Specialty Chemicals Company
SYNAELOY IS A TOP-PERFORMING METALS. AND:SPEGIALTY CHEMICALS COMPANY
Slide 13: Total Shareholder Returns Exceed Peers Through 2018
TOTAL SHAREHOLDER RETURNS EXCEED PEERS THROUGH 2018 TSR Since Craig Bram Became CEO (1/21/2011 to 12/31/2018) TSR Five Years (12/31/2013 to 12/31/2018) ‘S&P Small Cap 600 Stee! -689 IN ‘S&P Small Cap 600 Stee! 70% lll 2019 18S Peer Group lat 66 2019 155 Peer Group hl 2% Privet's Peer Group A 21% Pri
Slide 14: Synalloy Has Delivered Strong Fundamental Performance
SYNALLOY HAS DELIVERED STRONG FUNDAMENTAL PERFORMANCE = Synalloy has been managed well through business cycles Synalloy’s business is highly cyclical and depends on the industrial economy and manufacturing demand - During successive cycles, Synalloy has improved its performance in both peak years an
Slide 15: M&A Activity Has Been Disciplined and Accretive
M8&A ACTIVITY HAS BEEN DISCIPLINED AND ACCRETIVE Since 2011, Synalloy has acquired six companies and divested/closed one business * Acquisitions have added complementary product lines and capacity = The Company reviews dozens of potential targets and transactions each year, but have remained discipl
Slide 16: 2019 Was a Difficult Year for Manufacturing and Steel
2019 WAS A DIFFICULT YEAR FOR MANUFACTURING AND STEEL 2000 40% 30% 20% 10% 0% 10% 20% 30% 40% 50% “note Readings below 5 Manufacturer's New Orders: Core Capital Goods” Percent change year-over-year Seasonally adjusted RECESSION 2001 weer 2002 seer 2003 2004 orier 2005 cer 2006 Ht rune + Supely Manag
Slide 17: Steel Sector Affected Sharply and Unexpectedly
STEEL SECTOR AFFECTED SHARPLY AND UNEXPECTEDLY Synalloy’s Distributors Had a Difficult 2019 Because Their Synalloy’s Suppliers Experienced Contraction Customers Unexpectedly Pulled Back on Spending* Across Their Customer Base* = “Customer spending levels did not increase in the second quarter as = “
Slide 18: Stainless Pipe and Tube Volumes and Prices Were Significantly Impacted
STAINLESS PIPE AND TUBE VOLUMES AND PRICES WERE SIGNIFICANTLY IMPACTED Stainless Pipe and Tube Impacted More Than Other Products Stainless Pipe and Tube Indexed Prices (Volumes Sold in US in 2019 vs. 2018) 2 stanes ste os * Steep decline in price Carbon Steel Products 76% & 86 84 All Metals 72% 82 -
Slide 19: Our 2019 Results Were Impacted by These Steel Industry Issues
OUR 2019 RESULTS WERE IMPACTED BY THESE STEEL INDUSTRY ISSUES Market Issues Impacted Our Largest Business, Bristol Metals Nevertheless, Synalloy Made Key Strides = Beginning in Q2, there was a dramatic decline in end-market demand because of the manufacturing recession; welded stainless steel pipe c
Slide 20: Cyclical Businesses Should Not Be Evaluated Year-to-Year
CYCLICAL BUSINESSES SHOULD NOT BE EVALUATED YEAR-TO-YEAR Synalloy’s biggest business is dependent upon the manufacturing and infrastructure sectors, which are cyclical = synalloy cannot be expected to outperform a peak manufacturing year (such as 2018) in a recession year (like 2019) = In fact, Syna
Slide 21: Welded Pipe and Tube Operations
WELDED PIPE AND TUBE OPERATIONS BRISWVIET Bristol Metals Has Performed Well in Successive Peaks and Recessions Manufacturing Peaks Market Size:* 2014: 231 million pounds 2018: 234 million pounds 30% $30 25% $25 20% 15% 2 sis 10% $10 5% $5 0% $0 2014 2018 Market Share * North Amercon consumption of c
Slide 22: Specialty Pipe & Tube
SPECIALTY PIPE & TUBE seecany Acquired in 2014, Specialty Pipe & Tube is a leading master distributor of hot finish, seamless, carbon steel pipe and tube, with an emphasis on large outside diameters and exceptionally heavy wall thickness As a master distributor, higher levels of inventory are mainta
Slide 23: Liquid Storage Tanks
LIQUID STORAGE TANKS Palmer of Texas Founded in 1979, Palmer produces a broad range of fiberglass and steel tanks for the storage and separation of liquids Acquired by Synalloy in 2012, Palmer is an industry leader in y manufacturing storage tanks and separation equipment for the oil and gas, power,
Slide 24: Specialty Chemicals Business
SPECIALTY CHEMICALS BUSINESS Our Specialty Chemicals business was founded in 1919; Synalloy acquired Manufacturers Chemicals in 1996 and CRI Tolling in 2013 Synalloy’s Specialty Chemicals Segment provides the Company with a less volatile revenue stream than the Metals business In late 2014, this bus
Slide 25: SG&A Expenses Are In-Line with Peers
SG&A EXPENSES ARE IN-LINE WITH PEERS Synalloy’s SG&A Expense Is Lower than Median of Peers Synalloy has managed its corporate costs and selling and 15: marketing expenses well Median of all 33 companies named as peers 14% = Those costs are below the median SG&A expenses of our peers am As the indust
Slide 26: Business Performance YTD 2020 Is In-Line, Except for COVID Impacts
BUSINESS PERFORMANCE YTD 2020 IS IN-LINE, EXCEPT FOR COVID IMPACTS Metals Segment: Synalloy Revenue = Infrastructure demand remains weak, as expected, and the Metals business will have a year in-line with the entire industry S00 Bristol Metals’ North American market share increased in Q1 $275 2020 t
Slide 27: Our COVID-19 Response Has Been Thoughtful
OUR COVID-19 RESPONSE HAS BEEN THOUGHTFUL Acted quickly to protect health and safety of our employees = Our businesses have been fully operational throughout the pandemic, with zero cases of the virus Ensured continued supply to key customers for important infrastructure projects, while complying wi
Slide 28: 2020 TSR Performance Is In-Line or Better
2020 TSR PERFORMANCE IS IN-LINE OR BETTER Total Shareholder Returns Total Shareholder Returns December 31, 2019 to March 5, 2020 (Day of Privet/UPG 130 Filings) December 31, 2019 to May 31, 2020 ‘S&P Small Cap 600 Steel -30% 2019 ISS Peer Group 19% 2019 18S Peer Group, -30% Metals Peers > (ss Metals
Slide 29: Synalloy Has a Strong ESG Record
SYNALLOY HAS A STRONG ESG RECORD Enhanced the Board over the past ten years = Greater emphasis on manufacturing, operations and financial experience * Blend of institutional and fresh perspectives, with all but one independent director joining the Board after Mr. Bram became CEO = Greater diversity
Slide 30: Since Mr. Bram Became CEO, Synalloy Has Outperformed Median of Peers
SINCE MR. BRAM BECAME CEO, SYNALLOY HAS OUTPERFORMED MEDIAN OF PEERS Among companies that ISS regarded as Synalloy’s peers in 2019, Synalloy has performed above the median Transcat Serve different end ‘UFP. markets and none of pc these are steel oe companies tures syaloy Haynes Friedman Perma-Pipe n
Slide 31: Synalloy Has the Right Strategic Plan
SYNALLOY HAS THE RIGHT SERATEGIC PLAN
Slide 32: Synalloy's Core Strategic Objectives
SYNALLOY’S CORE STRATEGIC OBJECTIVES ACHIEVE PROFITABLE GROWTH through organic initiatives and disciplined acquisitions = Grow market share and maintain market leadership position, which drives capacity utilization and lowers costs = Pursue diversification and scale opportunities that reduce Synallo
Slide 33: Current Capital Spending Focused on Core Strategic Initiatives
CURRENT CAPITAL SPENDING FOCUSED ON CORE STRATEGIC INITIATIVES Accelerate growth through high ROI projects, especially expanding manufacturing capacity for existing and new products with strong demand = Welded heavy wall stainless steel and carbon pipe = Ornamental stainless steel tube = Mill toolin
Slide 34: Acquisition-Related Initiatives Tie to Our Core Strategy
ACQUISITION-RELATED INITIATIVES TIE TO OUR CORE STRATEGY F- Drive profitable growth through targeted complementary product lines and end markets = Leverage the existing sales teams to sell familiar products into currently served markets (e.g., Bristol Metals ~ Munhall*, ASTI, CRI) = Reduce exposure
Slide 35: We Are Committed to Running a Strategic Alternatives Process
WE ARE COMMITTED TO RUNNING A STRATEGIC ALTERNATIVES PROCESS In response to shareholder feedback, we have committed to conducting a comprehensive review of strategic alternatives after markets stabilize = The Board’s judgment, with input from advisors, is that starting a strategic alternatives proce
Slide 36: Founding Family Supports Our Plan and Team
FOUNDING FAMILY SUPPORTS OUR PLAN AND TEAM Our family is one of Synalloy’s founders, Bill Uhler. Bill Uhler and his brother-in-law, Pierce Blackman, Excerpts of a letter from one married Coleman sisters and settled in Spartanburg, South Carolina. Bill Uhler’s second wife Sibyl of Synalloy’s founding
Slide 37: Synalloy Has the Right Management Team, Board and Governance
SYNALLOY HAS THE RIGHT MANAGEMENT TEAM,BOARBD-AND.GOVERNANCE
Slide 38: The Blue Card Compromise Will Ensure a Balanced Board
THE BLUE CARD COMPROMISE WILL ENSURE A BALANCED BOARD WITH SIGNIFICANT SHAREHOLDER REPRESENTATION Synalloy Will Cumulate Votes For Five Incumbent Directors Three Privet/UPG Nominees co Synalloy CEO since 2011; Director since Joined in 2019 2004 * Former CFO at several large, private = Over 30 years
Slide 39: With the Blue Card Compromise, the Board Will Have Critical Skills
WITH THE BLUE CARD COMPROMISE, THE BOARD WILL HAVE CRITICAL SKILLS Craig Bram Susan Henry Jeffrey Amy Privet/UPG Privet/UPG Privet/UPG praclauAalMcah asad tl daatlahia CEO Gayner Guy Kaczka Michtich Representative Representative Representative Age 61 59 51 60 51 Board Tenure 16 years 4years 8 years.
Slide 40: Directors Contribute Diverse Perspectives
DIRECTORS CONTRIBUTE DIVERSE PERSPECTIVES Two of eight directors were added to the Board within the last five. NEW years, and a third is nearing just six years of service; with the Blue Car PERSPECTIVES | Compromise, the Board will also have three new shareholder representatives FINANCIAL Directors
Slide 41: Synalloy Has Strong Governance
SYNALLOY HAS STRONG GOVERNANCE Board Accountability, Leadership = Annual director elections = Majority vote standard for charter and bylaw amendments = Separate CEO and Chairman = Annual assessment and determination of Board leadership structure = Independent Chairman has strong role and significant
Slide 42: Executive Compensation Is Tied to Performance
EXECUTIVE COMPENSATION IS TIED TO PERFORMANCE Synalloy’s executive compensation practices garnered significant support from shareholders and leading proxy advisors ISS and Glass Lewis = Synalloy targets the 50" percentile of its peers for CEO base salary 2019 Proxy Advisor Pay-For-Performance Analys
Slide 43: Performance Metrics Link to Items in Management's Control
PERFORMANCE METRICS LINK TO ITEMS IN MANAGEMENT'S CONTROL = In 2016, Synalloy engaged nationally recognized executive compensation a ee eee consultant Pearl Meyer to help develop performance metrics that would ‘Megited ESITOA sendy Coody tanegerieet soa fopetng took reward management for good perfor
Slide 44: Board and Management Have Engaged Extensively with Privet
BOARD AND MANAGEMENT HAVE ENGAGED EXTENSIVELY WITH PRIVET 2016 Throughout 2016 management had several calls with Privet about the Company, strategy and performance Sept. 2016 Privet filed a 130 with 7.5% ownership 2018 April-May 2019 Throughout 2018 Privet made an management continued to unsolicited
Slide 45: Privet and UPG Are Running a Disingenuous Campaign
PRIVET AND UPG ARE RUNNING A DISINGENUOUS: CAMPAIGN
Slide 46: Privet Was Enthusiastic, Until We Rejected Its Unfinanced Offer
PRIVET WAS ENTHUSIASTIC, UNTIL WE REJECTED ITS UNFINANCED “OFFER” In September 2017, just prior to Synalloy presenting at Sidoti’s Fall investor conference in NY, Mr. Levenson told Synalloy’s CEO that Privet would prefer to keep Synalloy off the radar of other investors On September 29, 2017, Privet
Slide 47: Privet Made Several Offers to Buy All or Part of Synalloy
PRIVET MADE SEVERAL OFFERS TO BUY ALL OR PART OF SYNALLOY 2018 April 23, 2019 Privet proposed to acquire Synalloy for $20 per share The Board rejected the offer based on value and lack of dependable financing Synalloy told Privet it remained open to credible offers that appropriately valued the busi
Slide 48: Now, Privet Finds Fault with Synalloy's Leadership
NOW, PRIVET FINDS FAULT WITH SYNALLOY’S LEADERSHIP NEW COMPLAINT FROM PRIVET / UPG ANSWER = Synalloy lacks C-Suite experience = Privet was highly complimentary of management for several years until it announced a proxy contest in March 2020 = CEO Bram has extensive management experience, including a
Slide 49: Now, Privet Finds Fault with Synalloy's Operations Management
NOW, PRIVET FINDS FAULT WITH SYNALLOY’S OPERATIONS MANAGEMENT NEW COMPLAINT FROM PRIVET / UPG ANSWER = Inventory turns are slow, which leads to commodity price = Bristol Metals produces customer-specific welded pipe ranging in size exposure and losses from %” to 144” in diameter mostly on a made-to-
Slide 50: Now, Privet Finds Fault with Synalloy's Financial Management
NOW, PRIVET FINDS FAULT WITH SYNALLOY’S FINANCIAL MANAGEMENT NEW COMPLAINT FROM PRIVET / UPG ANSWER = Lack of hedges is a mistake = Synalloy has extensively analyzed the potential benefits and pitfalls of hedging our exposure to nickel = We have reviewed hedging alternatives with multiple banks and
Slide 51: Now, Privet Finds Fault with Synalloy's Financial Management
NOW, PRIVET FINDS FAULT WITH SYNALLOY’S FINANCIAL MANAGEMENT NEW COMPLAINT FROM PRIVET / UPG ANSWER = “Ballooning” of unallocated corporate expense = SG&A expenses in 2019 as a percentage of revenue were lower than median of peer companies * Synalloy has identified $6 million in savings to further r
Slide 52: Now, Privet Finds Fault with Synalloy's M&A and Integration
NOW, PRIVET FINDS FAULT WITH SYNALLOY’S M&A AND INTEGRATION NEW COMPLAINT FROM PRIVET / UPG ANSWER = Lack of integration of acquisitions and a failure to gain = All acquisitions have been integrated and share an ERP system, the benefits of scale operational approach and corporate services = Acquisit
Slide 53: Now, Privet Finds Fault with Synalloy
NOW, PRIVET FINDS FAULT WITH SYNALLOY NEW COMPLAINT FROM PRIVET / UPG ANSWER = TSR “meaningfully” underperforms over = Privet and UPG ignore substantial outperformance through 2018 and “every conceivable” timeframe unduly emphasize a single year in which our products and business were disproportiona
Slide 54: Privet's Plan Is Hollow and There Is No Evidence Nominees Can Execute It
PRIVET’S PLAN IS HOLLOW AND THERE IS NO EVIDENCEATS:-NOMINEES CAN EXECUTE IT
Slide 55: The Privet/UPG Plan Is Full of Business School Strategies with No Depth
THE PRIVET/UPG PLAN IS FULL OF “BUSINESS SCHOOL” STRATEGIES WITH NO DEPTH PRIVET / UPG PLAN ELEMENT COMMENTARY “Prioritize immediate strategic revenue opportunities” = Synalloy aggressively pursues revenue opportunities = Many of Synalloy’s end markets are in a cyclical trough = synalloy has consist
Slide 56: The Privet/UPG Plan Is Full of Business School Strategies (Continued)
THE PRIVET/UPG PLAN IS FULL OF “BUSINESS SCHOOL” STRATEGIES WITH NO DEPTH (CONTINUED) PRIVET / UPG PLAN ELEMENT “Pursue Operationally-Focused Gross Profit Enhancements” - Unlock supply chain opportunities, “leveraging UPG’s extensive footprint and experience” - Use UPG’s “considerable operational ex
Slide 57: The Privet/UPG Plan Is Full of Business School Strategies (Continued)
THE PRIVET/UPG PLAN IS FULL OF “BUSINESS SCHOOL” STRATEGIES WITH NO DEPTH (CONTINUED) PRIVET / UPG PLAN ELEMENT COMMENTARY “Remove Non-Economic and Wasteful SG&A Spending” = Synalloy’s 2019 SG&A expense is already lower than peer companies = In 2019, Synalloy implemented cost savings of over $6 mill
Slide 58: Privet/UPG's Real Plan Is to Gain a Majority of the Board and Manage Synalloy
IT APPEARS PRIVET / UPG'S REAL PLAN IS TO GAIN A MAJORITY OF THE BOARD AND THEN TO MANAGE SYNALLOY Although Privet / UPG has said they will not pay a premium for Synalloy (or buy all of it), they are intending to get the benefits of combining UPG with Synalloy Privet / UPG have said if they gain a m
Slide 59: What Is UPG? Can It Help Synalloy?
WHAT IS UPG? CAN IT HELP SYNALLOY? Questions We Asked of UPG Answers We Received = Privet/UPG say that UPG is situated to help Synalloy’s operations, including improving its = “Please provide a detailed business = Privet/UPG refused to respond supply chain, marketing, back office and description of
Slide 60: Privet/UPG Nominees Lack Skills to Manage Synalloy
PRIVET/UPG NOMINEES LACK SKILLS TO MANAGE SYNALLOY QUALIFICATIONS AND EXPERIENCE cinsmener Meets io | seb i Age 40 35 46 66 63 Public Company Leadership and Strategy v Financial Management / Reporting / Audit v v Finance / Banking v Capital Markets / M&A v v v Manufacturing / Supply Chain / Logistic
Slide 61: Privet/UPG's Nominee: Christopher Hutter
PRIVET/UPG’S NOMINEE: CHRISTOPHER HUTTER What We Know What We Know Christopher Hutter = Age 40 = Why hasn’t Mr. Hutter disclosed his current affiliation with InSite Real ¥ 5 5 r . Estate, a real estate investment company whose website currently lists Demanding to become Interim CEO, replacing Craig
Slide 62: Mr. Hutter, Manager of UPG and Scores of Other Companies
MR. HUTTER, “MANAGER?” OF UPG ... AND SCORES OF OTHER COMPANIES Does Mr. Hutter actually “manage” UPG or have any experience operating a manufacturing business? He is the “manager” of 124 active LLCs, mostly in the real estate business, some formed in March and April 2020 Manager of “— IN (Lot 3 Lic
Slide 63: Why Would Mr. Hutter Devote Himself Fully to Synalloy?
WHY WOULD MR. HUTTER DEVOTE HIMSELF FULLY TO SYNALLOY? Mr. Hutter is supposedly the leader of a $725 million revenue business owned by UPG = Mr. Hutter claims he makes major contributions to the success of UPG’s operating businesses = But Mr. Hutter is prepared, according to Privet and UPG, to “devo
Slide 64: Privet/UPG's Nominee: Benjamin Rosenzweig
PRIVET/UPG’S NOMINEE: BENJAMIN ROSENZWEIG What We Know What We Know Benjamin Rosenzweig = Age 35 = Why did Privet and Mr. Rosenzweig compliment Synalloy’s operations, strategy and management team for several years, only to turn around = Ifelected, we expect Mr. Rosenzweig will demand to become and n
Slide 65: Privet/UPG's Nominee: Andee Harris
PRIVET/UPG'S NOMINEE: ANDEE HARRIS Andee Harris What We Know = Age 46 * Although not disclosed to Synalloy or investors, Ms. Harris’ investment firm shares office space with UPG and received a seed investment of $50 million from UPG * Previous experience before Franklin Heritage: various HR software
Slide 66: Privet/UPG Are Not Being Transparent
PRIVET /UPG ARE NOT BEING TRANSPARENT Andee Harris X Andee Harris runs Franklin Heritage, a private equity firm funded with $50 million from UPG with a cal to aoa “Software entrepreneur Andee Harris last year launched a search fund to acquire metal ‘manufacturers and distributors.” WE ARE FOCUSED ON
Slide 67: Privet/UPG's Nominee: Aldo Mazzaferro
PRIVET/UPG'S NOMINEE: ALDO MAZZAFERRO What We Know What We Know Aldo Mazzaferro = Age 66 = How can Mr. Mazzaferro help solve any of the operational issues that Privet and UGP claim plague Synalloy given that Mr. Mazzaferro has no = Currently serves as Managing Partner of Mazzaferro Research . S oper
Slide 68: Privet/UPG's Nominee: John Schauerman
PRIVET/UPG’S NOMINEE: JOHN SCHAUERMAN John Schauerman vi What We Know = Age 63 = Currently serves as a director on the board of Primoris Services Corp., a construction and infrastructure company, and on the board of Allegro Merger Corp, a blank check company organized to acquire other businesses * P
Slide 69: Unsolicited Feedback from Employees
UNSOLICITED FEEDBACK FROM EMPLOYEES BH HarpiNcE Privet acquired Hardinge Inc. on May 29, 2018 UPG acquired Contractors Steel on May 17, 2018 Synailoy Great company, great people, just a great place overall. Bristol Metols review on Glassdoor.com Dec. 6, 2018 Management? they're clueless, they have r
Slide 70: Conclusion
CONCLUSION
Slide 71: Conclusion
CONCLUSION Synalloy has been an excellent, long-term performer in its sectors = synalloy has improved its performance in both peak and trough portions of the business cycle = Synallloy has been a disciplined acquiror, gaining scale and efficiencies for reasonable prices = TSR outpaced most peers ove
Slide 72: Contact Information
CONTACT INFORMATION 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 Synalloy
Slide 73: Appendix
APPENDIX
Slide 74: Director Biographies
DIRECTOR BIOGRAPHIES CRAIG BRAM President and CEO Mr. Bram became President and 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. Br
Slide 75: Director Biographies
DIRECTOR BIOGRAPHIES ANTHONY CALLANDER 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 Car
Slide 76: Director Biographies
DIRECTOR BIOGRAPHIES SUSAN GAYNER 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 M
Slide 77: Director Biographies
DIRECTOR BIOGRAPHIES HENRY GUY 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 primarily in the insurance, transportation, network services and media industries. He joined Modern Ho
Slide 78: Director Biographies
DIRECTOR BIOGRAPHIES JEFFREY KACZKA Mr. Kaczka was elected to the Board in May 2019. Prior to his retirement in 2015, Mr. Kaczka served as Executive Vice President and Chief Financial Officer for MSC Industrial Direct (NYSE: MSM) from April 2011 to July 2015. Prior to joining MSC Industrial Direct,
Slide 79: Director Biographies
DIRECTOR BIOGRAPHIES AMY MICHTICH 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 Coor
Slide 80: Director Biographies
DIRECTOR BIOGRAPHIES JAMES TERRY 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 charitab
Slide 81: Director Biographies
Slide 82: Since Mr. Bram Became CEO, Synalloy Has Outperformed Median of Peers
Slide 83: Peer Group Definitions
Slide 84: Peer Group Definitions