Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (June 2020)
18 slides from Ascent Industries's proxy contest presentation, Jun 9, 2020
Slide 1: Exposing Synalloy's Secrets: Conflicts and Governance Lapses in the Boardroom
June 2020 EXPOSING SYNALLOY’S SECRETS: CONFLICTS AND GOVERNANCE LAPSES IN THE BOARDROOM VOTE THE WHITE PROXY CARD 1
Slide 2: Disclaimer
DISCLAIMER THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON
Slide 3: Synalloy's Secrets: Cronyism Is Rampant in the Boardroom
SYNALLOY’S SECRETS: CRONYISM IS RAMPANT IN Exposing THE BOARDROOM Synalloy’s Secrets Evidence shows Chairman Murray Wright, CEO Craig Bram and General Counsel Robby Peay have forged a value-destructive web of cronyism at Synalloy spanning two decades, running this public Company as though it is thei
Slide 4: How Bad Company Actors Spun Their Web of Connectivity
SYNALLOY’S SECRETS: HOW BAD COMPANY ACTORS Exposing SPUN THEIR WEB OF CONNECTIVITY Synalloy’s Secrets Pre-2000 2000s 2011 - 2020 Ongoing ▪ 1986: Murray Wright ▪ 2001: Mr. Wright ▪ 2011: Mr. Bram becomes ▪ TODAY: Mr. Bram founded law firm Wright, becomes a Synalloy CEO of Synalloy remains President o
Slide 5: Decades of Side Deals and Double-Dipping
SYNALLOY’S SECRETS: DECADES OF SIDE DEALS AND Exposing DOUBLE-DIPPING Synalloy’s Secrets Messrs. Wright, Bram and Peay have been forming businesses together for decades, without properly disclosing the interlocks of these side ventures to Synalloy stockholders Wright, Robinson, Osthimer & Tatum ▪ Me
Slide 6: Decades of Side Deals and Double-Dipping (Cont.)
SYNALLOY’S SECRETS: DECADES OF SIDE DEALS AND Exposing DOUBLE-DIPPING (CONT.) Synalloy’s Secrets Messrs. Wright and Bram have been forming businesses together for decades, without properly disclosing the interlocks of these side ventures to Synalloy stockholders The McCammon Group ▪ The McCammon Gro
Slide 7: Chairman Wright and CEO Bram Have a 20+ Year History of Undisclosed Financial Relationships
SYNALLOY’S SECRETS: CHAIRMAN WRIGHT AND CEO BRAM HAVE A 20+ YEAR HISTORY OF UNDISCLOSED Exposing Synalloy’s FINANCIAL RELATIONSHIPS Secrets We believe that Mr. Bram’s numerous side deals and separate business ventures with Chairman Wright surely helped Mr. Bram take not only a Board seat, but the CE
Slide 8: Why Is CEO Bram Hiding His Past Connections to Chairman Wright?
WHY IS CEO BRAM HIDING HIS PAST CONNECTIONS Exposing Synalloy’s TO CHAIRMAN WRIGHT? Secrets Mr. Bram’s 2020 Proxy bio (note the added length) Now a law firm background appears. Yet still no mention that the “litigation firm” is none other than Chairman Wright’s eponymous Wright, Robinson, Osthimer &
Slide 9: Why Is Chairman Wright Hiding His History of Past Business Dealings with CEO Bram?
WHY IS CHAIRMAN WRIGHT HIDING HIS HISTORY OF Exposing Synalloy’s PAST BUSINESS DEALINGS WITH CEO BRAM? Secrets Mr. Wright’s 2020 Proxy bio (note the added length) Now that stockholders are paying attention, Mr. Wright subtly mentions that he has served on the board of Bizport, Mr. Bram’s prior emplo
Slide 10: A Closer Look: Avitas Capital
A CLOSER LOOK: AVITAS CAPITAL Exposing Synalloy’s Secrets Messrs. Wright, Bram and Peay previously worked together at Avitas, which was Mr. Wright’s closely-held investment bank Synalloy has not adequately disclosed Avitas also employed Jon Hottinger – that Mr. Bram was ever associated with currentl
Slide 11: A Closer Look: Avitas Capital (Cont.)
A CLOSER LOOK: AVITAS CAPITAL (CONT.) Exposing Synalloy’s Secrets Public filings show that Avitas listed its principal address as 4510 Cox Road, Suite 201 in 2016 – which is the address of Synalloy’s corporate office (paid for by stockholders) Mr. Bram’s ties to Avitas Capital (the investment bank f
Slide 12: A Closer Look: Horizon Capital
A CLOSER LOOK: HORIZON CAPITAL Exposing Synalloy’s Secrets Synalloy has not adequately disclosed what corporate resources Mr. Bram is using for his private investment firm – Horizon Capital – nor has it outlined what specific guardrails exist to ensure his activity does not conflict with or undermin
Slide 13: A Closer Look: Acuity (f/k/a TrialNet)
A CLOSER LOOK: ACUITY (F/K/A AS TRIALNET) Exposing Synalloy’s Secrets Messrs. Wright and Bram appear to have founded the firm together, with both individuals serving as officers and directors (Mr. Bram as Chief Financial Officer) The mailing address for TrialNet in its early years was none other tha
Slide 14: A Closer Look: Acuity (f/k/a TrialNet) (Cont.)
A CLOSER LOOK: ACUITY (F/K/A AS TRIALNET) (CONT.) Exposing Synalloy’s Secrets Messrs. Wright and Bram appear to have founded the firm together, with both individuals serving as officers and directors (Mr. Bram as CFO) Synalloy has not disclosed that Mr. Wright has served as Acuity’s Chairman and ope
Slide 15: A Closer Look: Bizport
A CLOSER LOOK: BIZPORT Exposing Synalloy’s Secrets Messrs. Wright, Bram and Peay ran Bizport for most of the last decade and have all served on the firm’s board of directors Bizport Board of Directors In 2002, Murray Wright’s Main Street Reprographics, Inc. merged into Craig Bram’s Dave Jones & Asso
Slide 16: A Closer Look: Wright Robinson
Exposing A CLOSER LOOK: WRIGHT ROBINSON Synalloy’s Secrets Messrs. Wright and Bram previously worked together at Wright Robinson and then retained LeClairRyan – its successor firm – to handle a meaningful amount of Synalloy’s legal work Synalloy has not adequately disclosed that Mr. Bram previously
Slide 17: Synalloy's Web of Conflicts and Cronyism Reinforces the Need for Change Atop the Company
SYNALLOY’S WEB OF CONFLICTS AND CRONYISM REINFORCES THE NEED FOR CHANGE ATOP THE Exposing Synalloy’s Secrets COMPANY In our view, effecting meaningful change at Synalloy is even more essential in light of what we discovered about Messrs. Wright, Bram and Peay If stockholders cannot trust Synalloy’s
Slide 18: Vote on the WHITE Proxy Card for Our Full Slate
IT IS TIME FOR STOCKHOLDERS TO RECLAIM VOTE THE WHITE SYNALLOY PROXY CARD VOTE ON THE WHITE PROXY CARD FOR OUR FULL SLATE www.StrengthenSynalloy.com