Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (June 2020)
79 slides from Ascent Industries's proxy contest presentation, Jun 3, 2020
Slide 1: Building Long-Term Value for Shareholders
Synal lov ~ “3 BUILDING LONG-TERM VALUE FOR SHAREHOLDERS INVESTOR PRESENTATION
Slide 2: Disclaimer
DISCLAIMER 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”, “expect”, "believe”, "should",
Slide 3: Table of Contents
TABLE OF CONTENTS [i Executive Summary 4 iT] Synalloy is a Top-Performing Metals and Specialty Chemicals Company 42 Mt Synalloy has the Right Plan for Creating Shareholder Value 29 IV Synalloy has the Right Management Team, Board and Corporate Governance 35 Vv Privet and UPG are Running a Disingenuo
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 = 2019s infrastructure spending recession led to a decline in volumes and prices, which hurt Synalloy’s primary business, Bristol Metals = S
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 supply
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 + Manufacturer of welded stainless steel pipe, liquid storage tanks, specialty pipe and tube and specialty chemicals * Leading market share in the highly c
Slide 8: Overview of Privet Fund
OVERVIEW OF PRIVET FUND = Activist hedge fund, based in Atlanta, GA, targeting small- ee, ales i Most of Privet’s public market investments appear to have capitalization companies lost significant value over time and in 2020, contradicting = Synalloy shareholder since 2016; currently owns 16.8% of S
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: Management and the Board have conducted dozens of meetings with Privet
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 2018, The Company entered into a mutual NDA to faci
Slide 11: Important Impact of Cumulative Voting in This Election
IMPORTANT IMPACT OF CUMULATIVE VOTING IN THIS ELECTION = Unlike all but a small handful of proxy contests, this election is governed by a cumulative voting standard = Cumulative voting has the effect of proportional representation (i.e., a group of investors can elect a percentage of the Board appro
Slide 12: Synalloy is a Top-Performing Metals and Specialty Chemicals Company
SYNAELOY IS A TOP-PERFORMING METALS ANDB-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) ‘S&P Small Cap 600 Steel -68% lll 2019 ISS Peer Group Im 6% Privet's Peer Group | a2. Metals Peers Proxy Peers synalloy 66% -80% 60% -40% -20% 0% 20% + «40% +— 60% 80% 100% TSR Five Years (1
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
Slide 15: M&A Activity Has Been Disciplined and Accretive
M&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 disciplined
Slide 16: 2019 Was a Difficult Year for Manufacturing and Steel
2019 WAS A DIFFICULT YEAR FOR MANUFACTURING AND STEEL U.S. Purchasing Manager’s Index” 410-YEAR LOW os ieSSON sept. 2019, 478 2019 60 4 4 = \, —_ WW SL ee Aon Dy Data sources indicate A Wi Ww ia be. % i es ae decline.... machinery ap) manufacturing and 35 fabricated metal products 30 manufacturing e
Slide 17: Steel Pipe and Tube Sector Affected Sharply and Unexpectedly
STEEL PIPE AND TUBE 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
Slide 18: 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 19: Welded Pipe and Tube Operations
WELDED PIPE AND TUBE OPERATIONS BRISWVIET Manufacturing Peaks Market Size:* 2014: 231 million pounds 2018: 234 million pounds Margin 30% $30 expansion and 25% $25 revenue growth 20% $20 15% gis 10% $10 5% $5 o% $0 2014 2018 2014 2018 Market Share EBITDA * North American consumption of commodity weld
Slide 20: Specialty Pipe & Tube
SPECIALTY PIPE & TUBE SPECIALTY 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 out: meters and exceptionally heavy wall thickness As a master distributor, higher levels of inventory are maintained
Slide 21: Liquid Storage Tanks - Palmer of Texas
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 PAC manufacturing storage tanks and separation equipment for the oil and gas, po
Slide 22: 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 23: 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 | 16% Synalloy has managed its corporate costs and selling and marketing expenses well ie companies named as peers i “Those;costs are Below the median SGERexnensasof ee =| emeiiiint deity our peers us As the i
Slide 24: 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 $300 Bristol Metals’ North American market share increased in Q1 $205 2020
Slide 25: 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 26: 2020 TSR Performance Is In-Line or Better
2020 TSR PERFORMANCE IS IN-LINE OR BETTER Total Shareholder Returns December 31, 2019 to March 5, 2020 (Day of Privet/UPG 13D Filings) ‘S&P Small Cap 600 Steel -30% 2019 ISS Peer Group -19% Privet's Peer Group33% Metals Peers 27% Proxy Peers -14% synalloy “35% 30% © -25% | -20% -15% 10% -5% 0% Sourc
Slide 27: 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 28: 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 Total Shareholder Returns (January 21, 2011 to May 31, 2020) Transcat i KTTTTETECETEC.FE.ELEEELL,LL. KKK 2213. Serve different e
Slide 29: Synalloy Has the Right Strategic Plan
SYNALLOY HAS THE RIGHT STRATEGIC PLAN
Slide 30: 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 $ Synalloy’s exposure to the business cycle
Slide 31: Current Capital Spending Focused on Core Strategic Initiatives
CURRENT CAPITAL SPENDING FOCUSED ON CORE STRATEGIC INITIATIVES Accelerate growth through high ROI Driving lower operating costs through Ensure safety and environmental projects, especially expanding capital investments compliance manufacturing capacity for existing and ’ Benny 5 = High frequency las
Slide 32: Acquisition-Related Initiatives Tie to Our Core Strategy
ACQUISITION-RELATED INITIATIVES TIE TO OUR CORE STRATEGY 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 to
Slide 33: 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 34: 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, married Coleman sisters and settled in Spartanburg, South Carolina. Bill Uhler’s second wife Sibyl Coleman contributed the proceeds from her first husb
Slide 35: Synalloy Has the Right Management Team, Board and Governance
SYNALLOY HAS THE RIGHT MANAGEMENT TEAM,-BOARBD AND.GOVERNANCE
Slide 36: Directors Contribute Diverse Perspectives to a Balanced Board
DIRECTORS CONTRIBUTE DIVERSE PERSPECTIVES TO A BALANCED BOARD Newer Board Members 7 Jeffrey Kaczka Susan Gayner Amy Michtich Joined in 2019 = Former CFO at several large, private and public companies including MSC Industrial Direct, Owens & Minor, Allied Worldwide, and -Net = Financial expert with s
Slide 37: Directors Have a Range of Relevant Skills for Synalloy's Business
DIRECTORS HAVE A RANGE OF RELEVANT SKILLS FOR SYNALLOY’S BUSINESS Murray Wright Craig Bram Anthony Susan Henry Jeffrey Amy James UALIFICATIONS AND EXPERIENCE Qi Chairman CEO Callander Gayner Guy Kaczka Michtich Terry, Jr. Age 74 61 vs $5 51 60 51 72 Board Tenure 19 years 16 years 8 years 4 years Pub
Slide 38: Directors Contribute Diverse Perspectives
DIRECTORS CONTRIBUTE DIVERSE PERSPECTIVES PERSPECTIVES years, and a third is nearing just six years of service; the Board strikes NEW ‘Two of eight directors were added to the Board within the last five the optimal balance of institutional knowledge and fresh ideas Directors include a former Big Fou
Slide 39: Synalloy Has Strong Governance
SYNALLOY HAS STRONG GOVERNANCE Board Accountability, Leadership = Annual director elections = Majority vote standard for charter and bylaw amendment = Separate CEO and Chairman = Annual assessment and determination of Board leadership structure = Independent Chairman has strong role and significant
Slide 40: 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 41: Board and Management Have Engaged Extensively with Privet
BOARD AND MANAGEMENT HAVE ENGAGED EXTENSIVELY WITH PRIVET 2016 2018 April — May 2019 ‘Aug. 19, 2019 Nov. 2019 Mar. 3, 2020 April 9, 2020 April 10, 2020 Throughout 2016 Throughout 2018 Privet made an Privet reduced its Privet requested 2 Privet and UPG Privet and UPG Synalloy again engaged inarfageme
Slide 42: Privet and UPG Are Running a Disingenuous Campaign
PRIVET AND UPG ARE RUNNING A DISINGENUOUS:CAMPAIGN
Slide 43: Privet Was Enthusiastic, Until We Rejected Its Unfinanced Offer
PRIVET WAS ENTHUSIASTIC, UNTIL WE REJECTED ITS UNFINANCED “OFFER” In October 2018, Synalloy’s CEO met with Privet in nese peartet co aiRist ings Atlanta, GA. The Privet team praised Mr. Bram for Synalloy presenting at Sidoti’s fall Synalloy’s performance (SYNL stock closed that day at investor confe
Slide 44: Privet Made Several Offers to Buy All or Part of Synalloy
PRIVET MADE SEVERAL OFFERS TO BUY ALL OR PART OF SYNALLOY April 23, 2019 Privet proposed to acquire Synalloy for $20 per share 2018 ‘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 bus
Slide 45: 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 46: Now, Privet Finds Fault with Synalloy's Financial Management
NOW, PRIVET FINDS FAULT WITH SYNALLOY'S FINANCIAL MANAGEMENT NEW COMPLAINT FROM PRIVET / UPG ANSWER = Inventory turns are slow, which leads to commodity price = We believe Bristol Metals has the fastest and most efficient manufacturing exposure and losses; lack of hedges is a mistake process of any
Slide 47: 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 48: 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 49: 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 50: The Privet/UPG Plan Is Full of Business School Strategies
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 51: 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 “Pursue Operationally-Focused Gross Profit Enhancements” = Synalloy is operationally lean, with a unionized workforce and processes that have been developed over decades by tale
Slide 52: 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 “Remove Non-Economic and Wasteful SG&A Spending” - Establish shared services agreement with UPG for marketing, IT, HR, insurance, finance and professional services Eliminate “non-essential
Slide 53: Privet/UPG's Real Plan Appears to Be a Takeover of Synalloy
PRIVET / UPG'S REAL PLAN APPEARS TO BE A TAKEOVER OF 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 control of a majority of the Board: = UP
Slide 54: 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 55: Privet/UPG Nominees Lack Skills to Control the Company's Board
PRIVET/UPG NOMINEES LACK SKILLS TO CONTROL THE COMPANY'S BOARD Christopher Benjamin Andee Aldo John QUAI: CAUONS AND EXPEMENCE Hutter Rosenzweig Harris Mazzaferro Schauerman Age 35 46 66 63 v Financial Management / Reporting / Audit v v v Finance / Banking / Logistics | Experience Operations / Techn
Slide 56: Privet/UPG's Nominee: Christopher Hutter
PRIVET/UPG'S NOMINEE: CHRISTOPHER HUTTER }NOMINEE What We Know What We DON’T Know Christopher Hutter = Age 40 = Why hasn’t Mr. Hutter disclosed his current affiliation with InSite Real Estate, a real estate investment company whose website currently lists him as InSite’s CFO and has the same office
Slide 57: Mr. Hutter, Manager of UPG ... and Scores of Other Companies
MR. HUTTER, “MANAGER” OF UPG ... AND SCORES OF OTHER COMPANIES Does utter actually “manage” UPG or have any experience operating a manufact ig business the “manager” of 124 active LLCs, mostly in the real estate business, some formed in March and April 2020 Manager of Angloa IN (Lot 1) LLC Manager o
Slide 58: 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 59: Privet/UPG's Nominee: Benjamin Rosenzweig
PRIVET/UPG'S NOMINEE: BENJAMIN ROSENZWEIG }NOMINEE What We Know What We DON’T 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 and now claim the business has been poorly run? * I
Slide 60: Privet/UPG's Nominee: Andee Harris
PRIVET/UPG'S NOMINEE: ANDEE HARRIS What We Know What We DON’T Know Andee Harris = 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:
Slide 61: Privet / UPG Are Not Being Transparent
PRIVET / UPG ARE NOT BEING TRANSPARENT Andee Harris XX Andee Harris runs Franklin Heritage, a private equity firm funded with $50 million from UPG with aplanto a e and distributors.” CRAIN'S “Software entrepreneur Andee Harris last year launched a search fund to acquire metal manufacturers and distr
Slide 62: Privet/UPG's Nominee: Aldo Mazzaferro
PRIVET/UPG'S NOMINEE: ALDO MAZZAFERRO |NOMINEE =| What We Know What We DON’T 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 operating or Board experience? * Currently serves as
Slide 63: Privet/UPG's Nominee: John Schauerman
PRIVET/UPG'S NOMINEE: JOHN SCHAUERMAN }NOMINEE What We Know What We DON’T Know John Schauerman = Age 63 = Why did Mr. Schauerman join the board of MYR Group in March 2016 = Currently serves as a director on the board of Primoris Services appar of asettioment with activist twestar Enaine Cantal only
Slide 64: Unsolicited Feedback from Employees
UNSOLICITED FEEDBACK FROM EMPLOYEES Synalloy BS HarDINGeE Privet acquired Hardinge Inc. on May 29, 2018 UPG acquired Contractors Steel on May 17, 2018 Great company, great people, just a se II Management? they're clueless, they have run great place overall. part of this company into the ground... Th
Slide 65: Conclusion
CONCLUSION
Slide 66: 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 * Synalloy has been a disciplined acquiror, gaining scale and efficiencies for reasonable prices = TSR outpaced most peers over
Slide 67: Contact Information
CONTACT INFORMATION Oo WwW 509 Madison Avenue, Suite 1206 L l 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
Slide 68: Appendix
APPENDIX
Slide 69: Director Biographies
DIRECTOR BIOGRAPHIES CRAIG BRAM 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. Bram has been direct
Slide 70: 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 71: 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 72: 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 73: 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 74: 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 Coors
Slide 75: 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 76: Director Biographies
DIRECTOR BIOGRAPHIES MURRAY WRIGHT Mr. Wright was elected Chairman of the Board in April 2014 and has served on the Board 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
Slide 77: Since Mr. Bram Became CEO, Synalloy Has Outperformed Median of Peers
SINCE MR. BRAM BECAME CEO, SYNALLOY HAS OUTPERFORMED MEDIAN OF PEERS Total Shareholder Returns During Mr. Bram’s Tenure (Until Announcement of Privet / UPG Group on March 5, 2020) Transcat, Inc. UFP Technologies, Inc. CSW Industrials, Inc. ‘American Vanguard Corporation Insteel industries, Inc. Wort
Slide 78: Peer Group Definitions
PEER GROUP DEFINITIONS METALS PEERS Senay Name cee Meiaios 201g Rewmue ‘Aegheny Technolog noaporied ee soeote sums ‘gos Phung Comarton Sea en “ere . —. ' ‘Graham Corporation industial Machinery 2162 18 = Companies participate in the same value chain oynes canal, ne Se ine a2 elon Wee Gvle Company St
Slide 79: Peer Group Definitions
PEER GROUP DEFINITIONS ISS 2019 PEERS’ ‘Symbol ‘Security Name Sector Market Cap 2010 Revenue APUSA “Ampoo Ptsburgh Corporation Steet sat $2079 . | Boos te leap pe ean cee =e = Companies were chosen by ISS for its annual FROUSA FFredman inaustes, Incorporated etal Fabrestion 21 jer meeting analysis f