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.__)
 
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 (x)☒     Definitive Proxy Statement
 ( )☐     Definitive Additional Materials
 ( )☐     Soliciting Material Under Rule 14a-12 




SYNALLOY CORPORATIONASCENT INDUSTRIES CO.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SYNALLOY CORPORATIONAscent Logo.jpg
4510 COX ROAD, SUITE 201
RICHMOND, VA 23060ASCENT INDUSTRIES CO.
1400 16th Street, Suite 270
NOTICE OF ANNUAL MEETINGOak Brook, Illinois 60523
May 5, 2016

TO THE SHAREHOLDERS OF SYNALLOY CORPORATIONMay 1, 2023

Dear Fellow Stockholder:
You are cordially invited to virtually attend our Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) on June 13, 2023, which will be held in a virtual meeting format only via live audio webcast. Included with this letter are the notice of annual meeting of stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting, and a proxy card. You may also find electronic copies of these documents online at www.proxyvote.com.

Regardless of whether you plan to attend our virtual Annual Meeting, it is important that your voice be heard. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual annual meeting at www.virtualshareholdermeeting.com/ACNT2023 and voting online. Full instructions are contained in the proxy statement and in the enclosed proxy card.

Sincerely,



BR_CH Signature.jpg




Ascent Logo.jpg
ASCENT INDUSTRIES CO.
1400 16th Street, Suite 270
Oak Brook, Illinois 60523

Notice is hereby given that theof 2023 Annual Meeting of Shareholders
The 2023 Annual Meeting of Shareholders (2023 Annual Meeting) of Synalloy Corporation, a Delaware corporation (the "Company"),Ascent Industries Co. (Company) will be helda virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ACNT2023 on Monday, June 13, 2023, at 9:00 a.m. Eastern Time. To access this website and enter the meeting, you must have your control number available.

Matters to be voted on at the Richmond Marriott Short Pump, Innsbrook Room, 4240 Dominion Boulevard, Richmond, VA 23060,2023 Annual Meeting are as follows:
1.Election of the five director nominees named in this Proxy Statement.
2.Approval, on a non-binding advisory basis, of the compensation of our named executive officers (say-on-pay).
3.Consideration of other business properly presented at 10:00 a.m. local time on Thursday, May 5, 2016. The following important matters will be presented for your consideration.the meeting.
1.Election of eight nominees listed in the Proxy Statement to the Company's Board of Directors to hold office until the 2017 Annual Meeting of Shareholders or until their successors are elected and qualified;
2.Approval, on a non-binding advisory basis, of the compensation of our named executive officers (say on pay);
3.Ratification of the Audit Committee's selection of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
4.Transaction of such other business as may properly be brought before the meeting and any adjournment or adjournments thereof.

All of the above matters are more fully described in the accompanying Proxy Statement.
Only
We are providing our proxy materials to our shareholders electronically again this year unless they previously requested to receive hard copies. Therefore, most of our shareholders will only receive a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access the proxy materials electronically and to vote. Electronic delivery allows the Company to provide you with the information you need for the 2023 Annual Meeting while reducing costs. Shareholders can request a paper copy of the proxy materials by following the instructions included on the Notice. Proxy materials will be made available to shareholders electronically on or around May 1, 2023 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/ACNT2023 and vote if you were a shareholder of record at the close of business on March 7, 2016 areApril 17, 2023.

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

Dated May 1, 2023

By order of the Board of Directors

Cheryl C. CarterTackett Signature.jpg
Doug Tackett, Corporate Secretary

Richmond, Virginia

April 8, 2016

Important: You are cordially invited to attend the meeting, but whether or not you plan to attend, PLEASE VOTE YOUR PROXY promptly by Internet, phone or mail as set forth on the proxy card. If you are a shareholder of record and attend the meeting, you may either use your proxy, or withdraw your proxy and vote in person.ASCENT INDUSTRIES CO.
The 2015 Annual Report on Form 10-K is furnished herewith.
















SYNALLOY CORPORATION
20152023 Proxy Statement
Table of Contents


Page
1
2
Notice of Internet Availability of Proxy Materials
3
Beneficial Owners of More Than Five Percent (5%) of the Company's Common Stock
4
5
5
Board of Directors and Committees
87
Corporate Governance
109
Director CompensationExecutive Officers
1112
Section 16(a) Beneficial Ownership Reporting ComplianceRelated Party Transactions
1215
13
Discussion of Executive Compensation
13
 Compensation Discussion and Analysis
13
Compensation of Executive Officers
20
Equity Plans
23
Retirement Plans
24
Compensation Committee Report
25
Proposal 2 - Approval,Advisory Vote on a non-binding basis, of the Compensation of Our Named Executive Officers
2515
Audit Committee Report
27
Independent Registered Public Accounting Firm
27
Proposal 3 - Ratification of the Appointment of Our Independent Registered Public Accounting Firm
28
Shareholder Proposals for the 2017 Annual Meeting of Shareholders
28
















































SYNALLOY CORPORATION
4510 COX ROAD, SUITE 201
RICHMOND, VA 23060ASCENT INDUSTRIES CO.
PROXY STATEMENT 
ANNUAL MEETING OF SHAREHOLDERS
May 5, 2016June 13, 2023
The 20152022 Annual Report to Shareholders, including our 20152022 Form 10-K, is being made available to shareholders together with these proxy materials on or about April 8, 2016.May 1 2023.
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 CorporationAscent Industries Co. (the "Company") will be held as a virtual meeting and webcast live over the Internet. Please go to www.virtualshareholdermeeting.com/ACNT2023 for instructions on how to attend and participate in the Annual Meeting.Any shareholder may attend and listen live to the webcast of the Annual Meeting.Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at the Richmond Marriott Short Pump, Innsbrook Room, 4240 Dominion Boulevard, Richmond, Virginia 23060, at 10:9:00 a.m. local timeET on Thursday, May 5, 2016. For directionsMonday, June 13, 2023. We encourage you to access the meeting prior to the meeting site, please go to http://investor.synalloy.com/events.cfm.start time.
Who is soliciting my proxy?
Our Board is soliciting your proxy to vote on all matters scheduled to come before the 20162023 Annual Meeting of Shareholders, whether or not you attend in person.the virtual meeting. By completing and returning the proxy card or voting instruction card, or by transmitting your voting instructions via the Internet, you are authorizing the proxy holders to vote your shares at our Annual Meeting as you have instructed.
On what matters will I be voting? How does the Board recommend that I cast my vote?
At the Annual Meeting, you will be asked to: (1) elect the eightfive director nominees listed in this Proxy Statement; and (2) approve, on ana non-binding advisory basis, the compensation of our named executive officers; and ratify the appointment of our independent registered public accounting firm.officers.
Our Board unanimously recommends that you vote:
FOR all eightfive of the director nominees listed in this Proxy Statement; and
FOR the approval, on ana non-binding advisory basis, of the compensation of our named executive officers; and
FOR the ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.officers (say-on-pay).
How many votes may I cast?
You may cast one vote for every share of our Common Stock that you owned on March 7, 2016,April 17, 2023, the record date, except you have the right to cumulate your votes in regards tofor the election of directors. For more information, see "What is Cumulative Voting?cumulative voting?" below.
What is cumulative voting?
You have the right to cumulate your votes either (1)(i) by giving to one candidate as many votes as equal the number of shares owned by you multiplied by the number of directors to be elected, or (2)(ii) by distributing your votes on the same principle among any number of candidates.
How many shares are eligible to be voted?
On March 7, 2016,April 17, 2023, the record date, the Company had 8,641,87010,172,945 shares of Common Stock outstanding and eligible to be voted at the Annual Meeting (excluding 1,658,130912,838 shares held in treasury).
How many shares must be present to hold the Annual Meeting?
Under Delaware law and our Bylaws, the presence, in person (virtually) or by proxy, of the holders of a majority of the issued and outstanding shares of our Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner (as defined below) of shares of our Common Stock and you do not

1


instruct your bank, broker, or other holder of record how to vote your shares (so-called "broker non-votes"“broker non-votes”) on any of the proposals, your shares may stillwill not be counted as present at the Annual Meeting for purposes of determining whether a quorum exists since your bank, broker or other holder of record hasdoes not have discretionary authority to vote on Proposal 3.any of the proposals. In addition, shares held by shareholders of record who are present at the Annual Meeting in person or by proxy will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting his shares on any of the proposals.
1

If a quorum is present at the Annual Meeting, with respect to Proposal 1 - "ElectionElection of Directors," directors will be elected by a pluralitymajority of the shares present and eligible to vote at the Annual Meeting. Abstentions and broker non-votes will have the effect of votes against the election of directors. As described in greater detail in the "Proposal 1 - Election of Directors" section of this Proxy Statement, our Board of Directors has adopted a director resignation policy that applies to the election of directors. Under this policy, any nominee who does not receive an affirmative vote of a majority of the votes cast by shares present in personis required to tender his or by proxy and entitledher resignation to vote at the meeting. "Plurality" means that, if there were more nominees than positions to be filled,Board of Directors. Consequently, the individuals who received the largest number of votes cast for directors would be elected, whether or not they receivedabstentions and broker non-votes with respect to a majority of votes cast. Votes that are withheld or shares that are not voted in the election of directorsnominee will have no effect on whether our director resignation policy will apply to that individual (but such abstentions and broker non-votes will have the outcomeeffect of votes against the election of directors.directors).
Approval for Proposal 2 - Advisory Vote on the Compensation of Our Named Executive Officers, and all other matters which may be considered and acted upon by the holders of Common Stock at the Annual Meeting will be approved if a majority of the shares present and eligible to vote at the meeting are voted in favor of the proposals. Abstentions and broker non-votes will have the effect of votes against these proposals.
If a quorum is not present or represented at the meeting, the chairman of the Annual Meeting has the power to adjourn the meeting. If the meeting is to be reconvened within 30 days, no notice of the reconvened meeting will be given other than an announcement at the adjourned meeting. If the meeting is to be adjourned for 30 days or more, or if a new record date is fixed for the adjourned meeting, notice of the reconvened meeting will be given as provided in the Bylaws.
Who pays for soliciting proxies?
We pay all expenses incurred in connection with the solicitation of proxies for the Annual Meeting. In addition to solicitations by mail, our directors, officers, and employees, without additional remuneration, may solicit proxies personally or by telephone, other electronic means or mail and we reserve the right to retain outside agencies for the purpose of soliciting proxies. Banks, brokers or other holders of record will be requested to forward proxy soliciting material to the beneficial owners, and as required by law, we will reimburse them for their related out-of-pocket expenses in this regard.expenses.
How do I vote?
Shareholders of Record
Shareholders of record can vote in person (virtually) at the Annual Meeting or by proxy. Shareholders of record may also vote their proxy by mail, by telephone or by Internet following the instructions on the proxy card.
Beneficial Shareholders
If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the nominee that you must follow in order for your shares to be voted. YourWithout your direction, your broker is not permitted to vote your shares on the election of directors or theadvisory vote on the compensation of our named executive officers unless you provide voting instructions, but does have discretionary authority to vote your shares on ratificationany of the appointment of KPMG, LLP.proposals. Therefore, if your shares are held in the name of a broker, to be sure your shares are voted, please instruct your broker as to how you wish it to vote.If your shares are not registered in your own name and you wish to vote your shares in person (virtually) at the Annual Meeting, you should contact your broker or agent to obtain a broker’s 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 CorporationAscent Industries Co. 401(k)/ESOP Plan
If you are a participant in the Synalloy CorporationAscent Industries Co. 401(k) Plan/Employee Stock Ownership Plan (the "401(k)/ESOP Plan")(401(k) Plan) and you own shares of our Common Stock through the 401(k)/ESOP Plan, the proxy card sent to you will also serve as your voting instruction card to the 401(k)/ESOP Plan trustee, who actually votes the shares of our Common Stock that you own through the 401(k)/ESOP Plan. Plan on your behalf. If you do not provide voting instructions for these shares to the trustee by 5:00 p.m., local time, April 28, 2016 ET, June 9, 2023 (the "planplan cut-off date")date), as directed by the terms of the 401(k)/ESOP Plan, the Company, in its capacity as the 401(k)/ESOP Plan administrator, will instruct the trustee to vote thoseyour 401(k)/ESOP Plan shares "FOR" all the director nominees named in this Proxy Statement and "FOR" all other proposals.
Voting Methods
You can vote your proxy by any of the methods below:
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern TimeET the day before the meeting date, or the plan cut-off dateby 5:00 p.m. ET on June 9, 2023, for 401(k)/ESOP Plan participants. HavePlease have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern TimeET the day before the meeting date or the plan cut-off dateuntil 5:00 p.m. ET on June 9, 2023, for 401(k)/ESOP Plan participants. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Only the latest dated proxy received from you, whether submitted by Internet, mail or telephone, will be voted at the Annual Meeting. If you vote by Internet or telephone, please do not mail your proxy card. You may also vote in person (virtually) at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
The rules of the Securities and Exchange Commission allow us to provide our proxy materials to our stockholders over the Internet if they have not requested that printed materials be provided to them on an ongoing basis. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders who have not previously requested that printed materials be provided to them on an ongoing basis. Instructions on how to access our proxy materials over the Internet or to request a printed copy by mail may be found in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
If you have previously elected to receive printed materials and would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
What happens if I don’tdo not vote for a proposal? What is a broker non-vote?
If you properly execute and return a proxy or voting instruction card, your shares will be voted as you specify. If you are a shareholder of record and you return an executed proxy card but make no specifications on your proxy card, your shares will be voted in accordance with the recommendations of our Board, as provided above. If any other matters properly come before the Annual Meeting, the persons named as proxies by the Board of Directors will vote upon such matters according to their judgment.
If you hold your shares through a bank, broker or other nominee, and you return a broker voting instruction card but do not indicate how you want your broker to vote, your broker has discretionary authority to vote on Proposal 3, butthen a broker non-vote will occur as to Proposals 1 and 2. occur.A broker "non-vote"“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner and either (i) does not have discretionary voting power for that particular proposal, or (ii) chooses not to vote the shares. Brokers do not have discretionary voting power to vote on Proposals 1, and 2.
Can I revoke or change my vote after I deliver my proxy?
Yes. You can revoke your proxy at any time before it is voted by providing notice in writing to our Corporate Secretary at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060;270, Oak Brook, Illinois 60523; by delivering a valid proxy bearing a later date to the Company’s officesoffice at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060,270, Oak Brook, Illinois 60523, prior to the meeting; or by attending the virtual meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute revocation of a proxy. Shareholders who hold their shares in street name with a broker or other nominee may change or revoke their proxy instructions by submitting new voting instructions to the broker or other nominee.
I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
Some banks, brokers and other holders of record are "householding" our proxy statements and annual reports for their customers. This means that only one copy of our proxy materials may have been sent to multiple shareholders in your household. If you prefer to receive separate copies of a proxy statement or annual report, either now or in the future, please call us at 864-585-3605,804-822-3260, or send your request in writing to the following address: Corporate Secretary of Synalloy Corporation, 4510 Cox Road,Ascent Industries Co., 1400 16th Street, Suite 201, Richmond, VA 23060.270, Oak Brook, Illinois 60523. If you are still receiving multiple reports and proxy statements for shareholders who share an address and would prefer to receive a single copy of the annual report and proxy statement in the future, please contact us at the above address or telephone number. If you are a beneficial holder, you should contact your bank, broker or other holder of record.
3

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE SHAREHOLDERS’ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2016JUNE 13, 2023
The Company’s 2015Company's 2022 Annual Report to Shareholders, 20152022 Annual Report on Form 10-K and 20162023 Proxy Statement are available via the Internet at http://investor.synalloy.com.investor.ascentco.com.

3


ANNUAL REPORT ON FORM 10-K
The Company’sCompany's 2022 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 20152022, as filed with the Securities and Exchange Commission ("SEC"), accompanies this Proxy Statement. Copies of exhibits to the 20152022 Annual Report on Form 10-K will be provided upon written request to the Corporate Secretary, Synalloy Corporation, 4510 Cox Road,Ascent Industries Co., 1400 16th Street, Suite 201, Richmond, VA 23060, at a charge270, Oak Brook, Illinois 60523, free of $.10 per page.charge. Copies of the 20152022 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 20152022 Annual Report on Form 10-K does not form any part of the material for soliciting proxies.
BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT (5%) OF THE COMPANY’S COMMON STOCK
The table below provides certain information regarding persons known by the Company to be the beneficial owners of more than five percent (5%) of the Company’s Common Stock as of December 31, 2015.2022. This information has been obtained from Forms 4, Schedules 13D, and 13G, and related amendments, filed with the SEC, and has not been independently verified by the Company.
Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Total
Privet Fund LP
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305		1,846,643 (1)18.2%
UPG Enterprises, LLC
1400 16th Street #250
Oak Brook, IL 60523		783,998 (2)7.7%
Mink Brook Capital GP LLC
201 Summa Street
West Palm Beach, FL 33405		517,316 (3)5.1%
(1) Based on the Schedule 13D/A filed with the SEC on December 23, 2021, Privet Fund LP has shared voting power with shared dispositive power with respect to 1,846,643 shares referenced above.
(2) Based on the Schedule 13D/A filed with the SEC on July 2, 2020, UPG Enterprises, LLC has sole voting power with sole dispositive power with respect to 723,401 shares referenced above.
(3) Based on the Schedule 13G filed with the SEC on April 6, 2023, Mink Brook Partners LP and Mink Brook Opportunity Fund LP held an aggregate of 517,316 shares of common stock. According to such Schedule 13G, as the general partner to both Mink Brook Partners LP and Mink Brook Opportunity Fund LP, Mink Brook Capital GP LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP. In addition, such Schedule 13G states that as the managing member of Mink Brook Capital GP LLC, William Mueller may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP. Each of Mr. Mueller and Mink Brook Capital GP LLC have disclaimed beneficial ownership of shares of the Company’s common stock except to the extent of their respective pecuniary interests therein. It is unclear from the Schedule 13G filing whether Mink Brook Capital GP LLC was a stockholder as of December 31, 2022 or if its interest was acquired in 2023.
Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
Markel Corporation
4521 Highwoods Parkway
Glen Allen, VA 23060-3382
785,343
 9.09
Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
563,233
(1)6.52
Van Den Berg Management, Inc.
805 Las Cimas Parkway, Suite 430
Austin, TX 78746
533,424
(2)6.17
(1) Royce & Associates, LLC is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
(2) Van Den Berg Management, Inc. is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.


4



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 7, 2016April 17, 2023, by each current director and nominee for director, each current executive officer of the Company for whom compensation information is disclosed under the heading "Discussion of Executive Compensation", and for the directors, nominees for director and executive officers of the Company as a group.
 

Name of Beneficial Owner
Common Stock Beneficially OwnedPercent of Class
Craig C. Bram210,571
(1)3.36%
Murray H. Wright121,913
(2)1.95%
James W. Terry, Jr.22,239
(3)*
J. Kyle Pennington26,954
(4)*
Dennis M. Loughran17,500
 *
Richard D. Sieradzki16,891
(5)*
J. Greg Gibson12,000
(6)*
Henry L. Guy9,643
(7)*
Anthony A. Callander6,586
 *
Amy J. Michtich6,345
 *
Vincent W. White6,204
(8)*
Susan S. Gayner—
 *
All Directors, Nominees and Executive Officers as a group (13 persons)496,761
(9)7.93%
 

Name of Beneficial Owner
Common Stock Beneficially OwnedPercent of Total
Christopher G. Hutter999,166 (1)9.82%
John P. Schauerman78,742 *
Benjamin Rosenzweig75,384 *
Henry L. Guy71,486 (2)*
Aldo J. Mazzaferro7,312 (3)*
John R. Zuppo III4,460 *
All Directors, Nominees and Executive Officers as a group (7 persons)1,236,550 12.16%
*Less than 1%
(1) Includes 783,998 shares held by UPG Enterprises, LLC, of which Mr. Hutter has shared voting power and shared dispositive power.
(2) Includes 606 shares held in custodial accounts for minor children; and 7,889 shares held in a revocable trust.
(3) Includes 3,000 shares held in a self directed IRA
*Less than 1%
(1) Includes 2,548 shares held in an IRA; 28,763 shares held by his spouse; 3,150 shares allocated under the Company’s 401(k)/ESOP Plan; and 94,074 shares which are subject to currently exercisable options.
(2) Includes indirect ownership of 30,000 shares held by an IRA; 4,830 held by his spouse; 5,630 shares held in a custodial account for a minor child; and, 80,350 shares held in a revocable trust.
(3) Includes 16,000 shares held by an IRA.
(4) Includes 5,675 shares allocated under the Company’s 401(k)/ESOP Plan; and 5,891 shares which are subject to currently exercisable options.
(5) Includes 5,814 shares allocated under the Company’s 401(k)/ESOP Plan; and 5,084 shares which are subject to currently exercisable options.
(6) Includes 1,896 shares held in an IRA; 7,076 shares held under the Company's 401(k)/ESOP; and 1,778 shares which are subject to currently exercisable options.
(7) Includes 539 shares held in custodial accounts for minor children.
(8) Includes 6,204 shares held in a revocable trust.
(9) Includes 31,730shares allocated under the Company’s 401(k)/ESOP Plan; and 110,057 shares which are subject to currently exercisable options. The beneficial owners have a right to acquire such shares within 60 days of March 7, 2016.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three nor more than 15 individuals. Upon recommendation of the Corporate Governance Committee and discussion by the current Board of Directors, the Board of Directors has fixed the number of directors constituting the full Board at eightfive members and recommends that the eightfive nominees listed in the table whichthat follows be elected as directors to serve for a term of one year until the next Annual Meeting or until their successors are elected and qualified to serve. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected.
If cumulative voting is not requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement will vote the proxies received by them "FOR" the election of the eightfive persons named as directors. If cumulative voting is requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement intend to vote the proxies received by them cumulatively for some or all of the nominees in such manner as may be determined at the time by such proxy agents.

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If, at the time of the Annual Meeting of Shareholders, or any adjournment(s) thereof, one or more of the nominees is not available to serve by reason of any unforeseen contingency, the proxy agents intend to vote for such substitute nominee(s) as the Board of Directors recommends, or the Board of Directors will reduce the number of directors.
Vote Required
Directors will be elected by a pluralitymajority of the shares present and eligible to vote at the Annual Meeting. Abstentions and broker non-votes will have the effect of votes against the election of directors.
Director Resignation Policy: Our Bylaws provide that any nominee for director who duly holds office as a director under the Bylaws and does not receive an affirmative vote of a majority of the votes cast. Votes that are withheldcast shall promptly tender his or shares that areher resignation to the Board of Directors after such election. The Board of Directors will evaluate the relevant facts and circumstances and then determine whether to accept or reject the tendered resignation. Any director who tenders a resignation pursuant to this policy shall not votedparticipate in the Board of Directors’ decision. The Board of Directors will have no effect on the outcome of the election of directors.promptly disclose publicly its decision and decision-making process regarding a tendered resignation.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE EIGHTFIVE NOMINEES LISTED IN THE FOLLOWING TABLE AS DIRECTORS OF THE COMPANY.

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5



The following table sets forth the names of nominees for director, their ages, the years in which they were first elected or appointed directors, ifas applicable, and a brief description of their principal occupations and business experience during the last five years. There are no family relationships among any of the directors and executive officers.
Name, Age, Principal Occupation, Other Directorships and Other Information
Director

Since
Craig C. Bram, age 57
Mr. Bram became President, CEO and a director of Synalloy on January 24, 2011. From 2004 until September 24, 2010, he served as a director of the Company. He was the founder and has been President of Horizon Capital Management, Inc., an investment advisory firm located in Richmond, VA since 1995. Mr. Bram was the CEO of Bizport, Ltd., a document management company in Richmond, VA, from 2002 through 2010.
2004
Anthony A. Callander, age 69
Mr. Callander was appointed Upstate Managing Director by The Hobbs Group, a certified public accounting ("CPA") firm in Columbia, SC, effective January 2012. He retired from Ernst & Young, LLP in 2008 after 36 years in their Columbia, SC, Greenville, SC and Atlanta, GA offices. He served as a Partner in the firm's audit and assurance practice and in various other roles including Office Managing Partner of the Columbia and Greenville offices, and leading the Southeast manufacturing industry group. He serves on the Board of a non-charitable organization and is an active entrepreneur in various private enterprises.
2012
Susan S. GaynerHenry L. Guy, age 54
Ms. Gayner was named CEO and President of ParkLand Ventures, Inc., an owner-operator of multi-family housing communities in nine states, in May 2014. From October 2010, Ms. Gayner served as the COO of ParkLand, and was Vice President from May 2009. Ms. Gayner is a chemical engineer and holds an MAI designation (currently inactive). Prior to ParkLand, she served as an independent MAI and held various manufacturing and quality assurance roles with DuPont Company and Hercules, Inc.
Nominee
Henry L. Guy, age 47
Mr. Guy is the President & Chief Investment Officer for Pittco Management (Pittco), a single-family office located in Memphis, TN. Prior to Pittco, Mr. Guy served as President & CEO of Modern Holdings Incorporated, a diversified holding company with assets primarilylocated in the telecommunications and insurance industries.  Mr. Guy joined the firm in 2002 and has led investments in over 30 Modern Holdings subsidiaries.Summit, NJ. Mr. Guy has served on the boardsboard of several public companies in the U.S. and Europe includingdirectors of Metro International S.A. and(MTRO), Scribona AB (CATB), Pergo AB (PERG), Miltope Corporation (MILT), and is currently on the board of Evermore Global Investments, a 40 Act regulated mutual fund.Advisors (EVGBX). Mr. Guy serves on the Board of Visitors for Vanderbilt University’s Owen Graduate School of Management.
2011
Amy J. Michtich, age 47
Ms. Michtich currently serves as the Chief Supply Chain Officer of Molson Coors Canada, where she oversees end-to-end operational excellence for Canada's largest and North America's oldest brewer of quality beers and ciders. From 2007 to 2015, she was employed by MillerCoors, a joint venture formed in the U.S. by SABMiller and Molson Coors. During this time, Ms. Michtich served as Vice President - Brewery Operations, located in Rockingham County, VA and Brewery Operations Manager - Milwaukee, WI. Prior to 2007, Ms. Michtich held executive and operations leadership positions across various consumer package goods companies including Pepsi Bottling Group, Clorox and Lipton.
2014
James W. Terry, Jr., age 68
Mr. Terry has been the President of Hollingsworth Funds, Inc., Greenville, SC, a charitable foundation, since October 2009. His career has been principally in the banking industry where he served as President of Carolina First Bank, Greenville, SC from 1991 to 2008.
2011
Vincent W. White, age 58
Mr. White is engaged in real estate lending, investing and development activities and provides consulting services to publicly-held companies and institutional investors. In 2014 he retired from Devon Energy Corporation, a Fortune 500 oil and gas producer, after 21 years of service in various roles of increasing responsibility. Most recently, he served as Devon's Senior Vice President of Communications and Investor Relations. Mr. White is involved in various philanthropic endeavors and serves on the Boards of several non-profit organizations. He is a member of the National Investor Relations Institute's Senior RoundtableBoard of Visitors of the Owen Graduate School of Management at Vanderbilt University. He graduated from the United States Naval Academy with a Bachelor of Science degree in Economics and the American Institute of Certified Public Accountants.earned his MBA with a concentration in Operations and Strategy from Vanderbilt University.
20152011
Murray H. WrightChristopher G. Hutter, age 7043
Mr. Hutter became interim President & Chief Executive Officer (CEO) of Ascent on November 9, 2020 (the interim designation was removed on March 18, 2022). He also currently serves as Co-Founder and Manager of UPG Enterprises, LLC (f/k/a Union Partners, LLC), an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logistics, since its founding in August 2014. At UPG Enterprises, Mr. Hutter oversees operations and growth initiatives at the holding company and portfolio company level, and has extensive experience in large scale acquisitions, transaction structuring and business operations and integration across a broad spectrum of industries. Mr. Hutter graduated cum laude from University of Illinois with a Bachelor of Science degree in Finance and earned his M.B.A.in Finance from Lewis University.
2020
Benjamin Rosenzweig, age 38
Mr. Wright hasRosenzweig 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 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 also served as Chairmana Director of Bed Bath & Beyond (NASDAQ:BBBY), a retailer, during 2022, Potbelly Corporation (NASDAQ: PBPB), a restaurant chain, from 2018 through 2022, Cicero, Inc. (OTC:CICN), a desktop automation company, from 2017 until 2020, Startek, Inc. (NYSE: SRT), a business process outsourcing provider, from 2011 through 2018, and RELM Wireless Corporation (now knows as BK Technologies Corp. (NYSE MKT: BKTI), a manufacturer of land mobile radio equipment, from 2013 through 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 66
Mr. Schauerman has been a Director of Primoris Services Corporation (“Primoris”) (NASDAQ: PRIM) since November 15, 2016. He previously served in numerous executive roles at Primoris, including Executive Vice President of Corporate Development, Chief Financial Officer. Mr. Schauerman previously served on the Board of Synalloy since 2014.Directors of MYR Group (NASDAQ: MYRG); Harmony Merger Corp. (NASDAQ: HRMNU): Allegro Merger Corp (NASDAQ: ALGR); and Wedbush Securities, Inc. Mr. Schauerman is a member of the Dean’s Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an M.B.A. in Finance from Columbia University, New York, and a B.S. in Electrical Engineering from the University of California, Los Angeles.  
2020
Aldo J. Mazzaferro, age 69
Aldo Mazzaferro is an equity research analyst with over 35 years’ experience covering the global steel and metals sectors at several large Wall Street investment banking firms. He became employedretired as Managing Director and Senior Analyst at Macquarie Capital (USA) in 2017. Since then and currently, Mr. Mazzaferro operates a research and consulting practice and is a partner in a real estate investment firm. Mr. Mazzaferro held significant senior research positions on Wall Street, including Vice President at Goldman Sachs for 8 years (2000-2008), where he led a globally recognized steel research franchise, and as Senior CounselAnalyst at Deutsche Bank for 12 years (1987-1998). He moved to the Richmond, VA law firm of DurretteCrump, PLCsteel industry in January 2013. From 2011 until January 2013, he was a Partner at the VanDeventer Black LLP law firm, Richmond, VA, where he served as Senior Counsel from 20092008 to 2011. From 1999 to 2012, he was a founder and managing director of Avitas Capital,join Steel Development Co. LLC, a closely held investment banking firm in Richmond, VA.start-up company planning to build and operate a series of new, high-technology steel micro-mills. He was Chief Financial Officer there from 2008 to 2011, when he left and ultimately joined Macquarie. Mr. Mazzaferro graduated with a B.A. from Holy Cross College and earned his M.B.A. from Northeastern.
20012022
The Corporate Governance Committee believes the combined business and professional experience of the Company’s directors, and their various areas of expertise make them a useful resource to management and qualify them for service on the Board. Messrs. Wright and Bram have served on the Board for a significant period of time. During their tenures, these directors have gained considerable institutional knowledge about the Company and its operations, which has made them effective board members. Because the Company’s operations are complex, continuity of service and development of institutional knowledge help make the

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Board more efficient and more effective at developing long-range plans than it would be if there were frequent turnover in Board membership. When a Board member decides not to run for re-election, the Corporate Governance Committee seeks replacement directors who it believes will make significant contributions to the Board for a variety of reasons, including among others, business and financial experience and expertise, business and government contacts, relationship skills, knowledge of the Company and diversity.
The Corporate Governance Committee believes the current Board members and nominee are highly qualified to serve and each member has unique qualifications and business expertise that benefit the Company. Mr. Wright’s career as a trial lawyer, founder and CEO of a law firm and his business and financial experience as managing director of a closely-held investment banking firm are considered to be valuable attributes to the Board. Mr. Bram has over 30 years’ experience in business management, financial operations, logistics, management consulting, business start-ups and strategic planning for a variety of companies. Mr. Bram was employed by the Reynolds Metals Company, a global aluminum manufacturer, in its corporate Logistics and Sales and Marketing departments. He is an investor in multiple private businesses and real estate ventures and also serves on the boards of several private companies. Mr. Terry joined the Board in August 2011. He brings a wealth of experience in the banking industry where he spent more than 35 years including 17 years as President of a bank where he managed and directed an 85-branch statewide network growing the asset structure from approximately $300 million in 1991 to over $6 billion in 2008. In his current role at Hollingsworth Funds, Mr. Terry manages and administers a non-profit fund exceeding $100 million and is responsible for investment asset management, expense and accounting functionality for all subsidiary operations with assets exceeding $400 million. We believe Mr. Terry’s banking experience is valuable in helping the Company evaluate financing options as well as acquisitions. A Board member since August 2011,
•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.
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•Mr. Callander spent his career in the auditHutter is a demonstrated business builder and assurance practiceorganizational leader with significantoperational know how and management capabilities across industrial segments, particularly steel and metals. His diverse experience in auditing,covers areas that include corporate strategy, operations management, mergers and acquisitions, initiallogistics and warehousing and supply chain optimization.
•Mr. Rosenzweig has corporate governance expertise based on service on numerous public offerings and other financings, reorganizations, business process improvementprivate company boards of directors, including multiple manufacturing companies. He has a background leading and business strategyworking on mergers and acquisitions, restructurings and refinancing situations, and strategic board-level reviews.
•Mr. Schauerman has operational, financial, corporate development. From 1998 to 2003, while with Ernst & Young, 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.
•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 CPA, also meets the criteria of a financial expert. Amy Michtich joined the Board in 2014 and has served in executive and operations leadership positions with several large union and non-union manufacturing businesses. She has significantMazzaferro’s extensive experience in the areas of human resources, manufacturing operations, environmentalsteel and safety. Mr. White brings expertise in the oil and gas industry, and with Synalloy’s increased presence in the energy markets, the Corporate Governance Committee was particularly interested in adding expertise to support this effort. He has experience in the areas of mergers and acquisitions, and public and media relations. Mr. White is also a CPA. Ms. Gayner, a first-time director nominee, offers valuable experience in the chemical business. She has 10 years' experience working for two large chemical companies in the area of quality assurance and as ametals research and development engineer. In herinvestment banking industries will provide valuable insight into the steels and metals industries as well as current role as CEOcapital markets and President of Parkland Ventures, Inc., she has valuable experience in executive management and operations.trends.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors currently has five members: Henry L. Guy, Christopher G. Hutter, Benjamin Rosenzweig, John P. Schauerman, and Aldo J. Mazzaferro.
Director Independence.
The Board of Directors has determined that for 2022 each of the following directors and director nominee iswere independent as such term is defined by the applicable rules of the NASDAQNasdaq Stock Market LLC (the "NASDAQ Rules"“Nasdaq Rules”): Anthony Callander, Susan Gayner, Henry L. Guy, Amy Michtich, James Terry, Vincent WhiteAldo J. Mazzaferro and Murray 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 isduring 2022 were independent within the meaning of the NASDAQNasdaq Rules.Effective as of March 18, 2022, Aldo Mazzaferro was appointed to the Board and Mr. Rosenzweig was appointed as the Executive Chairman of the Board.Following his appointment as Executive Chairman, it was determined that Mr. Rosenzweig was no longer independent within the meaning of the Nasdaq Rules and that for 2022 Mr. Mazzaferro replaced Mr. Rosenzweig as an independent director on each person who served on such committees at any time during 2015 was independent underof the NASDAQ Rules.Audit Committee, the Compensation & Long-Term Incentive Committee and the Corporate Governance Committee.
Board and Board Committee Meetings and Attendance at Shareholder Meetings.
During fiscal year 2015,2022, the Board of Directors met sixfour times. All members of the Board except Ms. Michtich attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and of the committees of the Board on which they served. The Company encourages, but does not require, its directors to attend annual meetings of shareholders. AllTo the best of our knowledge, all directors attended the 20152022 Annual Meeting. The Company has standing Audit, Compensation & Long-Term Incentive and Corporate Governance Committees of the Board of Directors.Meeting, which was held virtually.

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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 NASDAQ rules.Rules. The Committeescommittees keep the Board informed of their actions and provide assistance toassist the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as of December 31, 2022, as well as the meeting information for the last fiscal year.
NameAudit CommitteeCompensation & Long-Term Incentive CommitteeCorporate Governance Committee
Henry L. GuyX
X(1)
X
Christopher G. Hutter
Benjamin Rosenzweig
John P. Schauerman
X(1)
XX
Aldo J. MazzaferroXX
X(1)
Total Meetings Held in 2022422
(1) Committee Chair
(2) Effective as of March 18, 2022, Aldo Mazzaferro was appointed to the Board and Mr. Rosenzweig was appointed as the Executive Chairman of the Board. Following his appointment as Executive Chairman, Mr. Rosenzweig was no longer independent within the meaning of the Nasdaq Rules and Mr. Mazzaferro replaced Mr. Rosenzweig as an independent director on each of the Audit Committee, the Compensation & Long-Term Incentive Committee and the Corporate Governance Committee.
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NameAudit CommitteeCompensation & Long-Term Incentive CommitteeCorporate Governance Committee
Anthony A. CallanderX* X
Henry L. GuyXX* 
Amy J. Michtich XX
James W. TerryXXX*
Vincent W. WhiteX X
Total Meetings in 2015874
* Committee Chair
Audit Committee.
The Company has an Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
The Audit Committee1934 and acts pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website at www.synalloy.com.www.ascentco.com. Each member of the Audit Committee is independent as defined in the NASDAQ Rules and meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934. The Audit Committee selects and appoints the independent registered public accounting firm,auditor, pre-approves fees paid to the independent auditor, reviews and discusses with management and the independent auditorsauditor prior to filing with the SEC the audited financial statements to be included in the Company’s Annual Report on Form 10-K and the unaudited financial statements included in the Form 10-Q for each quarter, meets independently with the independent auditors,auditor, reviews the Audit Committee’s charter, and has oversight of the Company’s Code of Conduct and Internal Audit.
Aldo J. Mazzaferro, Henry L. Guy and John P. Schauerman served on the Audit Committee as of December 31, 2022. The Board designated Mr. CallanderSchauerman as the Audit Committee Financial Expert, as defined by the Securities and Exchange Commission ("SEC")SEC rules.
Compensation & Long-Term Incentive Committee.
All members of the Compensation & Long-Term Incentive Committee are independent directors as defined in the NASDAQ Rules.Rules, and none of them is a present or past employee or officer of the Company or its subsidiaries. This committeeCommittee acts pursuant to a written charter which is available on the Company’s website at www.synalloy.com.www.ascentco.com. The committeeCommittee reviews and approvedapproves salaries, bonuses, incentive compensation and benefits for the Company’s executive officers, of the Company, and administers and makes recommendations with respect to the Company’s cash incentive and equity plans, including the granting of shares and options thereunder, and reviews the committee’s charter.
The committeeCommittee sets the compensation for the CEO. ItCEO and evaluates performance and considers recommendations from the Company’s CEO in setting compensation for other senior executive officers. The Director of Human Resources supports the committee in its duties, and the committee may delegate authority to the Human Resources Department to fulfill administrative duties relating to the Company’s compensation programs. The committee has the authority under its charter to retain and terminate,engage and approve fees for compensation consultants and other advisors as it deems appropriate to assist it in the fulfillment of its duties. In earlySince 2016, the Committee has retained Pearl Meyer (“PM”) as the Executive Compensation Committee’s outsideits independent compensation consulting firm. PM is a nationally recognized executive compensation consultant and the CompensationThe Committee has retained itreviewed and confirmed the independence of Pearl Meyer. Neither Pearl Meyer nor any of its affiliates provide any services to assist in designing the 2016Company except for services related solely to executive compensation plans including information concerning compensation paid by competitorsofficer and members of our peer group. No member ofdirector compensation

Aldo J. Mazzaferro, Henry L. Guy and John P. Schauerman served on the Compensation & Long-Term Incentive Committee or the managementas of the Company is, or has been, affiliated with PM.December 31, 2022.
Corporate Governance Committee.Committee
All members of the Corporate Governance Committee (formerly the Nominating/Corporate Governance Committee) are independent as defined in the NASDAQ Rules. This committeeCommittee acts pursuant to a written charter which is available on the Company’s website at www.synalloy.com.www.ascentco.com. This committeeCommittee is responsible for reviewing and recommending changes in the size and composition of the Board of Directors and evaluating and recommending candidates for election to the Company’s Board. This committeeThe Committee also reviews and oversees corporate governance issues and makes recommendations to the Board related to the adoption of policies pursuant to rules of the SEC, NASDAQ and other governing authorities, and as required by the Sarbanes-Oxley Act of 2002.
Compensation Committee InterlocksAldo J. Mazzaferro, Henry L. Guy and Insider Participation. Henry Guy, Amy Michtich and James TerryJohn P. Schauerman served on the Compensation & Long-Term IncentiveCorporate Governance Committee during 2015. All membersas 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.December 31, 2022.

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Related Party Transactions.
The Company requires that each executive officer, director and director nominee complete an annual questionnaire and report all transactions with the Company in which such persons (or their immediate family members) had or will have a direct or indirect material interest (except for salaries, directors’ fees and dividends on our stock). Management reviews responses to the questionnaires and, if any such transactions are disclosed, they are reviewed by the Board of Directors. The Company does not, however, have a formal written policy setting out these procedures. There were no such transactions duringSee “Related Party Transactions” below.
Retirement Policy
The Board of Directors has adopted a retirement policy with respect to the fiscal year ended December 31, 2015.Company's directors. Under the policy, directors who attain the age of 75 prior to an annual meeting of the Company's shareholders are not eligible to be nominated for re-election to the Company's Board of Directors at the annual meeting.
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CORPORATE GOVERNANCE
Board Leadership Structure and Board’s Role in Risk Oversight
The Board of Directors'Directors’ roles and responsibilities are set forth in the Bylaws and Board Charter which provide for a Chairman elected by the Board from among its members, and our Bylaws further provide that two or more offices may be held by the same person.members. The business and affairs of the Company are managed under the direction of the Board of Directors, and that management control is subject to the authority of the Board of Directors to appoint and remove any of our officers at any time. Our Board does not have a specific policy as to whether the role of Chairman and CEO should be held by separate persons, but rather makes an assessment ofassesses the appropriate form of leadership structure on a case-by-case basis. The Board believes that this issue can beplays a part ofin the succession planning process and recognizes that there are various circumstances that weigh in favor of or against both combination and separation of these offices. Since 2002, the roles of Chairman and CEO have been held by separate persons. The Board believes it is appropriate, and in our Company’s best interests, for the two roles to continue to be separated.separated at this time.

Board’s Role in Risk Oversight
Our Board is actively involved in the oversight of risks that could affect our Company. The Board receives regular reports from members of senior management on areas of material risk to us, including strategic, operational, financial, information technology (including cyber risk), legal and regulatory and strategic 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. TheIn 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 (e.g., the Company’s Code of Conduct).programs.

Director Qualifications and Nomination Process
The Corporate Governance Committee has adopted Corporate Governance Guidelines that setsset forth factors in recommending and evaluating candidates, including personal characteristics, core competencies, commitment and independence, among other factors in recommending and evaluating candidates.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, among all of the directors, 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.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 Board of Directors’ nominees persons recommended by shareholders if the following requirements are met. If a shareholder wishes to recommend a director candidate to the Corporate Governance Committee for consideration as a Board of Directors’ nominee, the shareholder must submit in writing to the Corporate Governance Committee the recommended candidate’s name, a brief resume setting forth the recommended candidate’s business and educational background and qualifications for service, the number of the Company’s shares beneficially owned by the person, and a notarized consent signed by the recommended candidate stating the recommended candidate’s willingness to be nominated and to serve. Additionally, the recommending shareholder must provide his or her name and address and the number of the Company’s shares beneficially owned by such person. This information must be delivered to the Corporate Secretary of the Company at the Company’s corporate headquarters at 4510 Cox Road,1400 16th Street, Suite 201, Richmond, VA 23060 for270, Oak Brook, Illinois 60523 or transmission to the Corporate Governance Committee and must be received not less than 90 days nor more than 120 days prior to an annual meetingthe Annual Meeting of shareholders. The committee may request further information if it determines a potential candidate may be an appropriate nominee. Director candidates recommended by shareholders that comply with these requirements will receive the same consideration from the committee that the committee’sother candidates receive.

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Nominations for election as directors may also be made by shareholders from the floor at an annual meetingthe Annual Meeting of shareholdersShareholders provided such nominations arewere received by the Company not less than 3060 nor more than 6090 days prior tobefore the anniversary of the preceding year's annual meeting of shareholders, contain the information set forth above, and otherwise are made in accordance with the procedures set forth in the Company’s Bylaws.
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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,Ascent Industries Co., 1400 16th Street, Suite 201, Richmond, VA 23060.270, Oak Brook, Illinois 60523. Upon receipt of any such communications, the Corporate Secretary will determine the identity of the intended recipient and whether the communication is an appropriate shareholder communication. The Corporate Secretary will send all appropriate shareholder communications to the intended recipient. An "appropriate“appropriate shareholder communication"communication” is a communication from a person claiming to be a shareholder in the communication the subject of which relates solely to the sender’s interest as a shareholder and not to any other personal or business interest.
In the case of communications addressed to the Board of Directors, the Corporate Secretary will send appropriate shareholder communications to the Executive Chairman of the Board. In the case of communications addressed to the independent or outside directors, the Corporate Secretary will send appropriate shareholder communications to the Chairman of the Audit Committee. In the case of communications addressed to committees of the Board, the Corporate Secretary will send appropriate shareholder communications to the Chairman of such committee.
DIRECTOR COMPENSATION
Compensation of Non-Employee Directors
For the 2015-162022-2023 term year, non-employee directors were paid an annual retainer of $50,000, and each director was permitted to elect to receive up to 100% of the annual retainer in restricted stock. The number of restricted shares issued is determined by the average of the high and low Common Stock price on the day prior to the Annual Meeting of Shareholders or the date prior to the appointment to the Board. For 2015, non-employee directors elected by the shareholders for the 2015-16 term year received an aggregate of 8,216 shares of restricted stock in lieu of such cash retainer amount as follows: Anthony Callander - 1,730; Henry Guy - 1,989; Amy J. Michtich - 3,459; and James Terry - 1,038. For the 2015-16 term year, Directors were compensated $1,750 for each board meeting attended in person; $1,250 for each telephone board meeting; and $1,250 for attendance at committee meetings not held on board meeting days. The Chairman of the Board, and the Chairs of the Audit Committee and the Compensation & Long-Term Incentive Committee received additional annual compensation of $7,500 each. Directors were reimbursed for travel and other expenses related to attendance at meetings.
After reviewing directors’ compensation of a number of public companies, the Board elected to change the pay structure of directors’ fees to an annual flat retainer, in part to ease the administrative burden of keeping up with meeting fees, and also to permit more frequent board and committee meetings, as needed, without incurring additional cost. The Board also compared average annual directors’ compensation of companies in our primary peer group and found it to be significantly higher than the average annual compensation of our directors.  For the 2016-17 term year, non-employee directors will be paid a total annual retainer of $95,000 to be paid$102,000 in the form of cash and restricted stock. Directors must elect a minimum of $25,000$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 2022 Annual Meeting of Shareholders or, if later, the date prior to the director’s appointment to the Board.
The annual retainer is inclusive of all director fees andfees; directors willdid not receive meeting fees or chair fees in addition to the retainer.retainer, except that Mr. Rosenzweig received certain additional equity grants described in the table below relating to extraordinary services performed in his capacity as director. Directors arewere reimbursed for travel and other expenses related to attendance at meetings. Directors who are employees do not receive extra compensationFor the 2023-2024 term year, the total annual retainer for service onnon-employee directors will be increased to $115,000 in the Board or any committeeform of the Board.cash and restricted stock.
The shares granted to the non-employee directors are not registered under the Securities Act of 1933 and are subject to forfeiture in whole or in part upon the occurrence of certain events.

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The following table sets forth information about compensation paid by the Company to non-employee directors during fiscal 2015.calendar year 2022.
Name
Fees Paid in Cash (1)
Stock Awards (2)(3)
Total
(a)(b)(c)(d)
Henry L. Guy$51,500$51,000$102,500
Aldo J. Mazzaferro$36,318$52,000$88,318
Benjamin Rosenzweig$0$1,186,850$1,186,850
John P. Schauerman$30,500$70,000$100,500
(1) Represents fees paid in cash during 2022.
(2) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718 as disclosed in the Stock Awards footnote to the Summary Compensation Table, of restricted shares granted to the directors for 2022 service. For 2022, the directors received restricted shares in lieu of cash retainer as follows: Henry L. Guy - 3,056; Aldo Mazzaferro - 3,116; Benjamin Rosenzweig - 6,111; and John P. Schauerman - 4,194. No director has been granted any stock options by the Company.
(3) Includes an aggregate of 65,000 additional shares of restricted stock to Benjamin Rosenzweig for his services as Executive Chairman of the Board. The award consists of 15,000 restricted stock units and 50,000 performance stock units. The restricted stock units will vest 50% on the first and second anniversary of the award while the performance stock units vest upon the achievement of specific thirty-day volume weighted average price targets of the Company's common stock.
10
Name 
Fees Earned or Paid in Cash ($) (1)
Total ($)
(a) (b)(h)
Anthony A. Callander 77,37577,375
Henry L. Guy 85,50085,500
Amy J. Michtich 60,75060,750
James W. Terry, Jr. 77,00077,000
Vincent W. White 52,75052,750
Murray H. Wright 64,62564,625
(1) As discussed above, each non-employee director was permitted to elect to receive up to 100% of the annual retainer in stock pro rata to his or her service on the Board. For the 2015-16 term year, directors received an aggregate of 8,216 shares of restricted stock in lieu of such cash retainer amount as follows: Anthony Callander - 1,730; Henry Guy - 1,989; Amy Michtich - 3,459; and James Terry - 1,038.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and any persons who own more than 10% of the Common Stock of the Company, to file with the SEC reports of beneficial ownership and changes in beneficial ownership of Common Stock. Officers and directors are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such reports furnished to the Company or written representations that no other reports were required, the Company believes that, during 2015, all filing requirements applicable to its officers and directors were met on a timely basis.
Codes of Conduct
Our Board has formally adopted a Code of Corporate Conduct that applies to all of our employees, officers and directors. Our Board formally adopted a separate Code of Ethics for our Chief Executive Officer ("CEO") and senior financial officers, which applies to our CEO, Chief Financial Officer ("CFO"), Chief Accounting Officer ("CAO"), Controller and all other senior financial and accounting executives. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Ethics for the Company’s CEO, CFO and 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 Corporate Conduct or the Code of Ethics for the Company’s CEO, CFO, CAO, Controller, or any persons performing similar functions during fiscal year 2015. Copies of these codes are available on our website at www.synalloy.com.

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EXECUTIVE OFFICERS
Information about Mr. Craig Bram, the Company’s CEO, is set forth above under "Election of Directors." 
Name, Age, Principal Position and Five-Year Business Experience
Dennis M. Loughran, age 58
Mr. Loughran joined the Company in July 2015, as SVP and CFO. Most recently, he was the CFO of Citadel Plastics, a privately-owned company headquartered in Chicago, IL, which merged with A Schulman, Inc. in June 2015. From 2006 to 2014, he served as the CFO for Rogers Corporation (NYSE:ROG), headquartered in Rogers, CT. Previous experience includes 19 years with Reynolds Metals Company in various financial and operations roles and six years as Vice President, Finance and Supply Chain with Alcoa Consumer Products. He has a broad background in international business management, financial reporting, planning and analysis, profit improvement, mergers and acquisitions, supply chain optimization, tax and treasury management and investor relations.
J. Kyle Pennington, age 58
Mr. Pennington was named President, Synalloy Metals, Inc., a subsidiary of the Company, effective January 1, 2013. He served as President, Bristol Metals, LLC, a subsidiary of the Company, from July 2011 until December 31, 2012. He was President, Bristol Metals, LLC’s BRISMET Pipe Division from September 2009 to July 2011; and Vice President, Manufacturing, Bristol Metals, LLC from December 2007 through September 2009. Prior to joining the Company, Mr. Pennington worked for 17 years in the metals industry including 12 years’ experience in executive management and service on the Board of Directors of Texas & Northern Industries, a Lone Star Steel Company subsidiary.
J. Greg Gibson, age 42
In April 2015, Mr. Gibson was named General Manager and President of Synalloy Chemicals, with business unit responsibility for both Manufacturers Chemicals and CRI Tolling. He served as Executive Vice President, Sales and Administration for Manufacturers Chemicals, a wholly-owned subsidiary 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 Synalloy Chemicals, he began his sales career in the pharmaceutical industry.

Richard D. Sieradzki, age 61
Mr. Sieradzki, a certified public accountant, was named CAO in July 2015. From 2010 to 2015, he served as CFO and Vice President, Finance. He also served as Assistant Vice President, Finance from 2007 to 2010. Prior to joining the Company, he was employed by Buffets, Inc. - Ryan’s Division as Divisional Vice President, Finance from 2006 to 2007 and from 1988 to 2006, he was Vice President, Accounting and Corporate Controller at Ryan’s Restaurant Group, Inc.
DISCUSSION OF EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") describes our compensation program and policies, and explains how the Board’s Compensation & Long-Term Incentive Committee (the "Committee") established goals, reviewed performance measures, and decided compensation for our Named Executive Officers ("NEOs") in and for fiscal year 2015.
Section I: Compensation Philosophy, Objectives and Process
Compensation Philosophy and Objectives
The Board of Directors and Management believe that the performance and contributions of our executive officers are critical to our overall success. To attract, retain and motivate the executives to accomplish our business strategy, the Committee establishes executive compensation policies and oversees Company’s executive compensation practices.

13


The Company’s goal is to attract and retain highly motivated and talented executives to ensure a strong link between executive pay, Company performance and shareholder value.

Compensation ObjectiveHow Objective is Achieved
Pay for PerformanceThe majority of the annual cash incentive and long-term equity components of the compensation program have Adjusted EBITDA target ranges for each business segment and the Company as a whole. Executives are rewarded with higher incentive pay when above target ranges are met, while lower incentives are paid when target ranges are not achieved.
Attracting and retaining highly motivated and talented executivesThe overall compensation program is designed to be competitive with positions at peer group companies to attract highly qualified candidates. Restricted stock awards have multi-year time vesting elements with forfeiture of unvested grants if an executive leaves the Company prior to vesting for any reason other than retirement, disability or death.
Aligning the interests of executives with the interests of shareholdersA portion of each executive's pay is equity-based compensation, to align the executives' interests with those of our shareholders.
SECURITIES OWNERSHIP
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 compensation programs are relatively simple and straightforward, and consist of three main components: base salary, short-term cash incentives and long-term stock-based incentives.
Base Salaries. Annual base salaries for named executives are designed to provide executives with a reasonable level of fixed income relative to the responsibility of the positions they hold. Base salary data for other internal positions and base salaries for similar positions at peer group companies are obtained from publicly available information, including peer group data and surveys. In addition to comparable salary data, the Committee considers geographic location and cost of living as an additional factor in setting executive salary levels.
Annual Short-Term Cash Incentive. This component provides annual short-term cash incentives as a percent of base salary, ranging from 30% to 100%, depending on the executive's position with the Company, earned based partially on the achievement of Adjusted EBITDA target ranges and partially based on completion of key strategic and growth initiatives. The 2015 Incentive Plan defines "Adjusted EBITDA" as operating income before interest, change in fair value of interest rate swap, income taxes, depreciation and amortization excluding inventory profits and losses, acquisition costs, goodwill impairment and costs associated with raising capital. The Company believes that the at-risk cash portion of an executive’s compensation should have the potential to meet the executive’s base salary, should be significantly tied to the Company’s financial performance and should allow executives to participate in the financial success of the Company. For the 2015 Incentive Plan, the Committee established a minimum annual threshold Adjusted EBITDA target that represented the majority of the short-term cash incentive. The remainder of the cash incentive was aligned with long-term functional operational initiatives.
Stock-Based Compensation. The Company’s long-term stock-based incentives include the use of restricted stock awards. Stock-based compensation is generally 5% to 30% of executive’s base salary. In order to closely tie total compensation to long-term shareholder value, the long-term incentive compensation for the NEOs is earned based on achievement of Adjusted EBITDA target ranges and long-term functional operational initiatives. The Company has used both stock options and restricted stock awards over the past 10 years, both of which vest over five years.
Compensation Process
In setting the compensation of our NEOs in 2015, the Committee considered aggregated information from third-party surveys, the Equilar data base as well as, for the executives below chief executive officer level, input and guidance from the CEO on the performance of these employees.
The Committee identified 14 companies for its peer group, all manufacturing businesses, with many in either the Basic Materials- Metals/Mining or Materials-Specialty Chemicals industry classification. Others are manufacturers of machinery or component parts. The primary peer group is focused on micro-cap companies with three-year average annual EBITDA that is close to Synalloy's performance. The secondary peer group are companies with a three-year average annual EBITDA that are larger than Synalloy's performance.

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For 2015, our primary peer group consists of the following companies: Ampco-Pittsburgh, Eastern Company, Houston Wire and Cable, Hurco, Landec Corp., Lawson Products Inc., MFRI, Northwest Pipe Co., UFP Technologies and Universal Stainless & Alloy Products. Our secondary peer group includes American Vanguard, Hawkins, Insteel and KMG Chemical.
The peer group information is used by the Company to benchmark the compensation for our CEO and other executive officers. The Committee sets base salary for our CEO below 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 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 NEOs' pay with the Company's performance by putting more emphasis on at-risk components of cash compensation.
At the 2015 Annual Meeting of Shareholders, the Company provided shareholders with an advisory vote on executive compensation. The shareholders voted to approve, on an advisory basis, the compensation of the Company’s NEOs, as described in the CD&A, the compensation tables and the accompanying narrative disclosure, set forth in the Company’s 2015 proxy statement. The compensation program received a vote of 93% in favor at the 2015 Annual Meeting of Shareholders. The Committee took into account the result of the shareholder vote in determining the executive compensation policies and decisions since the 2015 Annual Meeting of Shareholders.
The Committee continues to look for opportunities to improve upon the existing executive compensation program and expects to make several modifications to the current program for 2016. In early 2016, the Company retained PM as the Committee’s outside independent compensation consulting firm. PM is a nationally recognized executive compensation consultant and the Committee has retained it to provide information concerning compensation paid by competitors and members of our peer group and to assist in designing 2016 executive compensation plans. No member of the Committee or the management of the Company is, or has been, affiliated with PM.
Stock-Ownership LevelsThe Board of Directors has established stock ownership levels for the senior management team and the Board of Directors. Directors and executive officers have five years to achieve the targeted ownership levels. Stock ownership levels for NEOsexecutive officers and Directorsdirectors are based on dollars invested or cost basis, not market value. All directors and named executive officers are currently in compliance (or in the case of Mr. Mazzaferro is still within the five-year period to achieve the targeted ownership level).
Stock ownership requirements are as follows:
•Board of Directors - three times retainer
•CEO - four times base salary;salary
•CFO Metals and Specialty Chemicals Segment Presidents - $250,000
Code of Conduct
Our Board has formally adopted a Code of Conduct that applies to all of our employees, officers and directors. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct for the Company’s CEO, Chief Financial Officer (CFO), 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, Controller, or any persons performing similar functions during fiscal year 2022. A copy of our Code of Conduct is available on our website at www.ascentco.com.
Anti-Hedging Policy
Our Board adopted an anti-hedging and anti-pledging policy within its Insider Trading Policy whereby Ascent’s directors and officers are prohibited from engaging in any speculative or hedging transactions in Company securities. Hedging transactions such as puts, calls, collars, swaps, forward sale contracts, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Company securities are prohibited without the written permission of the Board of Directors - $250,000;Directors. Additionally, directors and officers are prohibited from pledging Ascent securities as collateral for a loan.
Business Unit General Managers, Executive Vice Presidents and the Corporate Secretary - $200,000.
The Company has no policies regarding the hedgingDelinquent Section 16(a) Reports
Section 16(a) of the economic riskExchange Act requires our directors and executive officers and beneficial owners of more than 10% of our outstanding common stock (collectively, “Insiders”) to file reports with the SEC disclosing direct and indirect ownership of Company stock.our common stock and changes in such ownership. The Company hasrules of the SEC require Insiders to provide us with copies of all Section 16(a) reports filed with the SEC. Based solely upon a review of copies of Section 16(a) reports received by us, and written representations that no clawback provisions for incentive paymentsadditional reports were required to be filed with the SEC, we believe that our Insiders have timely filed all Section 16(a) reports during the 2022 fiscal year, except that the following Form 4 filing was made in prior years.late:
Risk Considerations
FormName of InsiderEvent DateFiling Date
4Benjamin L. Rosenzweig06/06/2206/09/22
11

EXECUTIVE OFFICERS
The Committee has assessed the risks arising fromfollowing table provides information about our current executive officers other than Christopher G. Hutter, the Company’s compensation policiesPresident 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.
Section II: 2015 Performance and Compensation OverviewCEO. Information about Mr. Hutter is set forth above under Election of Directors.
2015 Financial and Operational
Name, Age, Principal Position and Five-Year Business Experience
William ("Bill") Steckel, age 65
Mr. Steckel joined the Company in February 2023 and was appointed Chief Financial Officer in April 2023. Prior to Ascent Industries Co., Mr. Steckel was the Interim Chief Financial Officer of Zilliant, Inc. from February 2022 - February 2023. Prior to Zilliant, Mr. Steckel spent over five years in multiple CFO assignments for manufacturing, distribution and technology companies.. Mr. Steckel is a Certified Public Accountant (Inactive) and holds a Master of Business Administration from Western Illinois University. In addition, Mr. Steckel has served on the board of directors for Daystar Technologies (formerly Nasdaq: DSTI) and Densei-Lambda KK (formerly TYO: 6917.T)
John R. Zuppo III, age 47
Mr. Zuppo joined the Company in October 2021 upon the Company’s completion of the acquisition of DanChem Technologies, Inc. (“DanChem”) and was appointed Executive Vice President, Ascent Chemicals in November 2021. Prior to Ascent, Mr. Zuppo was the Chief Executive Officer of DanChem and spent nearly a decade in various leadership roles at Emerald Performance Materials, a leading producer of advanced specialty chemicals. Mr. Zuppo holds a Master of Business Administration with an emphasis in organizational behavior from the Weatherhead School of Management at Case Western Reserve University. In addition, he holds a Bachelor of Science in chemical engineering from the University of Akron.
G. Douglas Tackett, Jr., age 51
Mr. Tackett joined the Company in July 2021 as Chief Legal Officer. Prior to Ascent, Mr. Tackett served as the Chief Legal Officer of Support.com where he oversaw all legal, governance and compliance functions. Prior to Support.com, Mr. Tackett spent over seven years as the global chief legal and compliance officer and secretary for Startek, where he led a global team of legal and compliance professionals. Mr. Tackett holds a Juris Doctor from the University of Memphis and a Bachelor of Arts from the University of Tennessee.
The Committee and the Company believe that the Company performed well in light of challenging market conditions. Both the Metals and Specialty Chemicals Segments were impacted by the decline in nickel and oil prices and the Metals Segment was impacted by significant amounts of stainless steel pipe from India increasing the supply of that product and impacting pricing and volumes. These market conditions impacted revenue, Adjusted EBITDA and share price. Both revenue and Adjusted EBITDA decreased approximately 12% as compared to the prior year. Despite these conditions, the Company was able to achieve positive performance results in some areas, with Adjusted EBITDA margin for the operating companies improving by 120 basis points from the prior year and net debt to Adjusted EBITDA ending the year at a ratio of 1.43 versus 1.86 in 2014. In addition, the Company paid its ninth consecutive year of dividends, holding the payment at the prior year’s level of $.30 per share.

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Compensation Decisions Made Last Year
BelowSet forth below is information on the main components of ourregarding certain persons who were executive compensation program and on certain decisions made in 2015 relating to those components.
Base Salary
Base salary is a tool to provide executives with a reasonable level of fixed income relative to the responsibility of the positions they hold. Base salaries are reviewed annually by the Committee and the CEO and adjustments are considered at that time. Base salaries are adjusted from time to time to reflect changes in responsibility level, comparison of data obtained from peer groups and other external market comparative data. In addition, the Company considers the attributes of each individual executive, including but not limited to his or her longevity with the Company, his or her educational background and experience, the particular responsibilities of his or her position, the compensation of others with similar background, credentials and responsibilities, and his or her past level of performance.
The Committee considers benchmarked salary information in making this determination. The Committee generally targets base salary levels at or below the median for comparable positions at peer group companies. The CEO’s base salary for 2015 was at the bottom quartile of salaries of chief executives in the peer group companies, and the other NEOs were within a reasonable range of the median of salaries of comparable positions at the peer group companies.
While the CEO’s base salary is set at the bottom quartile of our peer group and the salaries of the other NEOs are at median levels, the Committee believes that the short-term cash incentive compensation component has the potential, in years when Adjusted EBITDA exceeds the target range, for the CEO and the other NEOs to earn in excess of the median total cash compensation of the peer group.
Base salaries increases for 2015 are listed in the table below:
NEOTitleBase Salary at 12/31/2015Base Salary at 12/31/2014% Increase
Craig C. BramPresident and CEO$350,000
$325,000
7.7%
Dennis M. LoughranSVP and CFO$285,000
$—
—%
J. Kyle PenningtonPresident, Synalloy Metals, Inc.$240,000
$210,000
14.3%
J. Greg GibsonPresident, Synalloy Chemicals$230,000
$—
—%
Richard D. SieradzkiCAO$200,000
$188,100
6.3%
Base salary increases for Messrs. Bram, Pennington and Sieradzki were based upon continued peer group evaluations and market data aimed at recognizing performance and retention. Mr. Loughran was hired in July 2015 and the Committee approved his base salary based on his experience, level of responsibility and the compensation of others in similar roles in the peer group. Mr. Loughran brings significant experience to the CFO position including financial reporting, planning and analysis, mergers and acquisition, and process improvement in manufacturing operations. Mr. Gibson was promoted to President, Synalloy Chemicalsofficers during 2015 and the Committee approved his base salary in consideration of his additional responsibilities.
2015 Short-Term Cash Incentive and Long-Term Equity Incentive
The 2015 Short-Term Cash Incentive and Restricted Stock Plan (the "2015 Incentive Plan") consists of two components: short-term cash incentive compensation, and long-term equity incentive compensation in the form of restricted stock awards to be issued under the 2015 Stock Award Plan (the "2015 Stock Plan"), which was approved by shareholders at the 2015 Annual Meeting.
The short-term cash incentive and long-term equity components of the 2015 Incentive Plan were calculated as a percentage of an executive's base salary, depending on the executive’s position with the Company and what targets are achieved. The two factors included in the short-term cash incentive and long-term equity components are:
Target ranges based on Adjusted EBITDA with established minimum thresholds for the payment of cash incentives.
Successful delivery of functional operational initiatives that drive stronger efficiencies across their business.
While Adjusted EBITDA performance carried the heaviest weighting (70-80%) for both the short-term cash component and for the long-term equity component, the Committee used qualitative measures related to functional operational initiatives to increase executive focus beyond annual Adjusted EBITDA to include those measures Management and the Board believe will lead to sustained results on a longer term basis.

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Section III: Performance Targets and Results for 2015
Cash Incentive Compensation Earned
For the short-term cash incentive compensation component of the 2015 Incentive Plan, the following table sets forth the Adjusted EBITDA target component and the strategic incentive component for each executive:
 Adjusted EBITDA Component Functional Operational Initiatives Component Maximum Cash Incentive
(dollars in millions)2015 Adjusted EBITDA Target% of Base Salary if <75% of Target is Achieved% of Base Salary if 75-81% of Target is Achieved% of Base Salary if 82-89% of Target is Achieved% of Base Salary if 90-100% of Target is Achieved% of Base Salary if >100% of Target is Achieved % of Base Salary if Initiatives are Achieved % of Base Salary
CEO$33.340%50%70%85%100% 30% 130%
CFO$33.440%42%60%72%85% 30% 115%
President-Synalloy Metals, Inc.$18.910%42%60%72%85% 20% 105%
President-Synalloy Chemicals$10.220%42%60%72%85% 20% 105%
CAO$33.340%35%50%60%72% 30% 102%
For 2015, Adjusted EBITDA fell below 75% of target for the Company as a whole as well as for the Metals and Specialty Chemicals Segments. All NEOs met all or portions of the functional operational initiatives components and cash incentives were earned on those components.
Cash incentives were earned for the functional operational initiatives component for fiscal year 2015 as follows:
NamePosition 2015 Short-Term Cash Incentive Payouts
Craig C. BramPresident and CEO $75,000
Dennis M. LoughranSVP and CFO $26,000
J. Kyle PenningtonPresident, Synalloy Metals, Inc. $48,000
J. Greg GibsonPresident, Synalloy Chemicals $46,000
Richard D. SieradzkiCAO $30,000
In addition, the Committee exercised its discretion to award additional cash bonuses to Messrs. Gibson and Pennington for their segment’s performance despite challenging and unique economic conditions. Mr. Gibson received an additional $54,000 and Mr. Pennington received an additional $77,000 on the basis of their 2015 performance.
Long-Term Equity Incentive Component of the 2015 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 growth2022, which resulted in the Company’s stock price. One hundred percent (100%) of long-term incentive compensation for NEOs issuch persons being included below in the form of equity instruments. This helps align the interests of our executives with the interests of our shareholders.“Summary Compensation Table”:
For the 2015
Name, Age, Principal Position and Five-Year Business Experience
Timothy J. Lynch, age 51
Mr. Lynch joined the Company in April 2021 as Executive Vice President, Ascent Metals. Prior to Ascent, Mr. Lynch held senior leadership positions at the Americas division of Outokumpu, a global leader in the stainless-steel market. Prior to Outokumpu, Mr. Lynch served as vice president of operations, optimization, procurement and special projects at TMS International, an industry leader in outsourced mill services for global steelmakers and general manager for United States Steel Corporation. Mr. Lynch holds a Bachelor of Business Administration with an emphasis in marketing from Duquesne University. He also served as a board member of the Specialty Steel Industry of North America organization and is a graduate of the U.S. Steel Corporation management academy program. Mr. Lynch’s employment with the Company was terminated effective March 15, 2023.

EXECUTIVE COMPENSATION
Compensation and Long-Term Incentive Plan, the Committee decided to replace the use of stock options with restricted stock. The restricted stock will vest over five years and employees leaving the Company for any reason other than retirement, disability or death, will forfeit any unvested shares.

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For the long-term equity incentive component of the 2015 Incentive Plan, the following table sets forth the Adjusted EBITDA target component and the functional operational initiatives component for each executive:Report
 Adjusted EBITDA Component Functional Operational Initiatives Component Maximum Equity Incentive
(dollars in millions)2015 Adjusted EBITDA Target% of Base Salary if <75% of Target is Achieved% of Base Salary if 75-81% of Target is Achieved% of Base Salary if 82-89% of Target is Achieved% of Base Salary if 90-100% of Target is Achieved% of Base Salary if >100% of Target is Achieved % of Base Salary if Initiatives are Achieved % of Base Salary
CEO$33.340%15%20%25%30% 30% 60%
CFO$33.440%10%15%20%25% 30% 55%
President-Synalloy Metals, Inc.$18.910%10%15%20%25% 20% 45%
President-Synalloy Chemicals$10.220%10%15%20%25% 20% 45%
CAO$33.340%5%10%15%20% 30% 50%
Similar to the short-term cash incentive referenced above, 2015 Adjusted EBITDA fell below 75% of target for the Company asAs a whole as well as for the Metals and Specialty Chemicals Segments. All NEOs met all or portions of the functional operational initiatives components and long-term equity was earned on that component.
NamePosition 2015 Long-Term Equity Incentive
Craig C. BramPresident and CEO $87,116
Dennis M. LoughranSVP and CFO $57,076
J. Kyle PenningtonPresident, Synalloy Metals, Inc. $52,570
J. Greg GibsonPresident, Synalloy Chemicals $48,815
Richard D. SieradzkiCAO $31,918


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Employment Agreements
Following approval by the Committee,“smaller reporting company”, the Company has entered into employment agreements with certain NEOs.
An employment agreement with Mr. Bram was entered into on May 1, 2014elected to follow the scaled disclosure requirements 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 the employee 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 agreement for Mr. Bram provides for a base salary, cash incentive and restricted stock incentive to be reviewed by the Committee on an annual basis. The employment agreement also provides that he is eligible to participate in any employee benefit plan and programs generally made available to employees.
The employment agreement provides that the executive will be entitled to severance payments in the form of (1) salary continuation, (2) average cash bonus, (3) health insurance and (4) restricted stock and options vesting in the case of executive death or disability, termination without cause or change in control. The base salary may be paid in installments or in a lump sum. In order to receive the severance, the executive must execute a release satisfactory to the Company.
The employment agreement contains a covenant not to engage, directly or indirectly, in competition with the Companysmaller reporting companies with respect to the businesses in which it is engaged on the date his employment is terminated for a perioddisclosures required by Item 402 of one year after termination of the executive's employment. In addition, the agreement stipulates that Mr. Bram may not be employed for a period of one year after his termination of employment with any businesses that were identified as potential acquisition targets during his tenure with the Company. Mr. Bram also agrees not to disclose, at any time during his employment withRegulation S-K. Under such scaled disclosure, the Company or thereafter, anyis not required to provide a Compensation, Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.
Compensation Discussion and Analysis
As a “smaller reporting company”, the Company has elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under such scaled disclosure, the Company’s confidential information.Company is not required to provide a Compensation, Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.
The employment agreement defines a change in control as “(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 Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’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 Corporation (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 Corporation 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 Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries).
The following table shows the potential payments to Mr. Bram, or to his beneficiaries in the event of death, or upon termination for the reasons described below. The amounts shown assume that the employment of each was terminated effective December 31, 2015.
 
Death or Disability (1)
Retirement (2)
Termination Without Cause (3)
Change in Control (4)
Base Salary$116,627
$—
$525,000
$700,000
Cash Bonus$75,000
$—
$162,054
$324,108
Stock Options (in shares)102,524
102,524
102,524
102,524
Restricted Stock (in shares)44,500
44,500
44,500
44,500
Healthcare—
—
24 months
24 months
(1) Upon death or disability, Mr. Bram will receive base salary in the amount of three months or until the anniversary date of the agreement, whichever is greater, of the base salary, the cash incentive for that fiscal year prorated to the date of the executive's death and disability, and immediate vesting of all restricted stock and options.
(2) Upon retirement, all restricted stock and options immediately vest.
(3) Upon termination without cause, Mr. Bram will receive 150% of current base salary, 100% 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.  
(4) Upon or within one year of a change in control, Mr. Bram will receive 200% of current base salary, 200% 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. ��
Employment agreements with Messrs. Gibson, Loughran and Pennington were entered into on January 11, 2016.

19


Compensation of Executive Officers
2015
2022 Summary Compensation Table
The following table sets forth summarycertain information concerning the compensation information for our NEOs for 2015:
Name and Principal Position YearSalary ($)
Bonus
($) (1)
Stock Award ($)
Option Awards 
($)
Non-Equity Incentive Plan Compensation ($)All Other Compensation ($)
Total
($)
(a) (b)(c)(d)(e)(f)(g)(i)(j)
Craig C. Bram 2015350,000 87,116
—
75,000
10,600
522,716
President and CEO 2014308,750 487,490
81,251
249,108
10,400
1,136,999
  2013260,000 —
—
47,371
10,200
317,571
          
Dennis M. Loughran (2)
 2015135,192 57,076
—
26,000
—
218,268
SVP and CFO         
          
J. Kyle Pennington 2015240,00077,000
52,570
—
48,000
10,600
428,170
President, Synalloy Metals, Inc. 2014205,000 —
41,994
180,282
8,343
435,619
  2013200,000 —
—
—
10,200
210,200
          
J. Greg Gibson (3)
 2015223,33354,000
48,815
—
46,000
19,300
391,448
President, Synalloy Chemicals        

          
Richard D. Sieradzki (4)
 2015200,000
 31,918
—
30,000
10,600
272,518
CAO 2014188,100 —
37,624
158,536
8,721
392,981
  2013180,000 —
—
15,000
10,200
205,200
(1) The Committee exercised its discretion to award additional cash bonuses to Messrs. Pennington and Gibson for their segment's performance despite challenging and unique economic conditions.
(2) Mr. Loughran was hired July 13, 2015; he was named SVP and CFO effective the same date.
(3) Mr. Gibson was appointed President of Synalloy Chemicals effective April 1, 2015. His 2015 compensation includes the entire calendar year.
(4) Mr. Sieradzki served as CFO through July 12, 2015. He was appointed CAO effective July 13, 2015. His 2015 compensation includes the entire calendar year.
Stock Awards - The amountearned in this column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of equity awards made during the year. See Note 7 to the Company’s consolidated financial statements for the year ended December 31, 2015, which are included in the Company’s 2015 Annual Report on Form 10-K, for additional disclosure of all assumptions made with respect to the valuation of both stock2022 and option awards.
Option Awards - For the 2015 Incentive Plan, the Committee decided to replace the use of stock options with restricted stock; therefore, no options were granted to NEOs for 2015 performance. For 2014, the amounts in this column represent the dollar amounts2021 by each of the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. No optionsindividuals who served as Chief Executive Officer and the next two most highly compensated executive officers other than the Chief Executive Officer, who were grantedserving as executive officers at the end of 2022 (collectively referred to NEOs for 2013 performance. See Note 7 toas the Company’s consolidated financial statements for the year ended December 31, 2015, which are included in the Company’s 2015 Annual Report on Form 10-K, for additional disclosure of all assumptions made with respect to valuation of both stock and option awards.“named executive officers” or “NEOs”):
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 and may have been received on a current basis.
All Other Compensation - The amounts shown in this column represent the Company’s contributions pursuant to the 401(k)/ESOP Plan for the named executives. In addition, Mr. Gibson receives a monthly car allowance.

2012


2015 Grants of Plan-Based Awards

NameGrant Date
Committee Action Date (1)
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2) (4)
Estimated Future Payouts Under Equity Incentive Plan Awards (2)(4)
Grant date Fair Value of Stock and Option Awards (3)
   ThresholdTargetMaximumThresholdTargetMaximum 
(a)(b) (c)(d)(e)(f)(g)(h)(l)
Craig C. Bram1/1/201512/15/14 $402,500
$455,000
    
 1/1/201512/15/14    $192,500
$210,000
$87,116
Dennis M. Loughran1/1/201512/15/14 $290,700
$327,750
 

 
 1/1/201512/15/14    $142,500
$156,750
$57,076
J. Kyle Pennington1/1/201512/15/14 $220,800
$252,000
 

 
 1/1/201512/15/14    $96,000
$108,000
$52,570
J Greg Gibson1/1/201512/15/14 $211,600
$241,500
 

 
 1/1/201512/15/14    $92,000
$103,500
$48,815
Richard Sieradzki1/1/201512/15/14 $180,000
$204,000
 

 
 1/1/201512/15/14    $90,000
$100,000
$31,918
          
(1) Because the Committee meetings at which these awards were made occurred prior to the effective date of the awards, we have provided both dates.
(2) These awards were made pursuant to our 2015 Incentive Plan and had the potential to be earned upon the achievement of certain performance goals set by the Committee for fiscal year 2015. For a discussion of the performance goals set by the Committee see the CD&A section. The Committee targeted a payout equivalent to 100% of the Adjusted EBITDA performance goal and 100% of the functional operational initiatives.
(3) Full grant date fair value of equity awards computed in accordance with FASB ACS Topic 718.
(4) No threshold was set by the Committee for this award.
Name and Principal PositionYearSalaryBonusStock AwardsOption AwardsNon-Equity Incentive Plan CompensationAll Other Compensation
(1)		Total
(a)(b)(c)(d)(e)(f)(g)(i)(j)
Christopher G. Hutter2022$35,568$—$1,525,000$—$—$—$1,560,568
President & Chief Executive Officer2021$35,568$—$—$—$350,000$—$385,568
Timothy J. Lynch2022$335,000$—$64,052$—$—$—$399,052
Former EVP, Ascent Tubular Products(2)
2021$227,692$—$91,599$—$225,000$2,933$547,224
John R. Zuppo III2022$305,417$—$75,017$—$150,000$—$530,434
EVP, Ascent Chemicals2021$288,591$500,000$—$—$201,880$—$990,471
(1) Mr. Lynch's amount includes COBRA insurance benefits.
(2) Mr. Lynch's employment with the Company was terminated effective March 15, 2023.

21


Outstanding Equity Awards at Fiscal Year End 20152022
The following table sets forth information about stock options and restricted stock awards outstanding at the end of 20152022 for each of our NEOs. No other stock awards were outstanding atas of December 31, 2022.
Option AwardsStock Awards
NameNumber of Securities Underlying Unexercised Options (#)/ ExercisableNumber of Securities Underlying Unexercised Options (#)/ UnexercisableOption Exercise PriceOption Expiration Date
Number of Shares or Units of Stock That Have Not Vested (1)
Market Value of Shares or Units of Stock That Have Not Vested (3)
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 (3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Christopher G. Hutter————50,000$433,500150,0001,300,500
Timothy J. Lynch————10,588$91,7982,973$25,776
John R. Zuppo III————4,460$73,278—$—
(1) For Mr. Hutter, this includes restricted stock awards granted on November 10, 2020 which vest 50% after 12 months and 50% after 24 months. For Mr. Lynch this includes inducement awards granted on April 12, 2021 which vest in 36 months.
(2) For Mr. Hutter and Mr. Lynch, this includes volume weight average performance shares that vest when the 30-day weighted average of the Company stock reaches various price targets.

(3) Based on the December 31, 2022 closing stock price of $8.67 per share.

Pay-versus-Performance Table
As required by Section 953(a) of the endDodd-Frank Wall Street Reform and Consumer Protection Act and by SEC disclosure rules, we are providing the following information about the relationship between executive compensation and certain financial performance of 2015.
  Option AwardsStock Awards
Name 
Number of Securities Underlying Unexercised Options (#)/ Exercisable (1)
Number of Securities Underlying Unexercised Options (#)/ Unexercisable (1)
Option Exercise Price ($)Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (2) (#)
Market Value of Shares or Units of Stock That Have Not Vested (3) ($)
(a) (b)(c)(e)(f)(g)(h)
Craig C. Bram —
5,075
16.010
2/10/202527,548
189,530
  2,737
4,106
13.700
2/7/2023  
  4,958
3,306
11.345
2/9/2022  
  62,342
20,000
11.550
1/24/2021  
        
Dennis M. Loughran —
—
  —
—
        
J. Kyle Pennington —
2,623
16.010
2/10/2025240
1,651
  1,620
2,431
13.700
2/7/2023  
  1,957
1,957
11.345
2/9/2022  
        
J. Greg Gibson —
2,092
16.010
2/10/202550
344
  680
2,718
14.760
2/20/2024  
        
Richard D. Sieradzki —
2,350
16.010
2/10/2025500
3,440
  1,489
2,234
13.700
2/7/2023  
  1,587
1,587
11.345
2/9/2022  
(1) Includes stock options granted January 24, 2011, February 9, 2012, February 7, 2013 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 January 24, 2011, February 9, 2011 and October 16, 2014, all of which vest in 20% 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) Based on the December 31, 2015 closing stock price of $6.88 per share.

2015 Option Exercises and Stock Vested
the Company. The following table sets forth information about options exercisedwith respect to the alignment between the Company’s executive compensation and its financial performance.

Year
Summary Compensation Table (“SCT”) Total for PEO(1)
Compensation Actually Paid to PEO(1)(2)
Average SCT Total for Non-PEO NEOs(1)
Average Compensation Actually Paid to Non-PEO NEOs(1)(2)
Value of Initial Fixed $100 Investment Based On Total Shareholder Return for the Company(3)
Net Income
($MMs)(4)
2022$1,560,568$767,488$464,743$401,431$111.15$22.07
2021$385,568$904,838$469,083$603,612$210.64$20.25
(1) The PEO was Christopher G. Hutter for both years shown in the table; the names of each of the NEOs (excluding Mr. Hutter) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Timothy J. Lynch and John R. Zuppo III; and (ii) for 2021, Sally M. Cunningham, Aaron M. Tam, Timothy J. Lynch, and J. Greg Gibson
13

(2) The following table summarizes the adjustments required to be made to the amounts reported in the Summary Compensation Table for the applicable year in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as being “Compensation Actually Paid”:

PEOAverage of Non-PEO NEOs
Adjustments2021202220212022
Total Compensation from SCT$385,568$1,560,568$469,083$464,743
(Subtraction): Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year$0($1,525,000)($54,216)($69,535)
Addition: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year$0$740,500$103,924$35,764
Addition (Subtraction): Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years$142,395$0$0$29,542
Addition: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year$0$0$31,275$0
Addition (Subtraction): Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$376,875($8,580)$53,547$0
(Subtraction): Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$0$0$0$0
Compensation Actually Paid$904,838$767,488$603,612$401,431

(3) Total shareholder return is calculated by dividing (i) the difference between the Company’s share price at the end of the measurement period and the beginning of the measurement period (December 31, 2020) by (ii) the Company’s share price at the beginning of the measurement period (December 31, 2020).

(4) Represents the amount of net (loss) income reflected in the Company’s audited financial statements for each applicable year.

Relationship Between Pay and Performance
The following summarizes the relationship between the Company’s executive Compensation Actually Paid (“CAP”) and applicable financial performance.

CAP Versus Company TSR
There was a net decrease in CAP of our PEO and the average of non-PEO NEOs over the two-fiscal-year period ending December 31, 2022. Over the same two-fiscal-year period, our cumulative TSR also decreased, reflecting relative alignment between our CAP and our cumulative TSR. This relative alignment is a result of our equity compensation program which aims to align executive compensation with the shareholder experience (i.e., stock price) through equity grants.

CAP Versus Net Income
There was a net decrease in CAP of our PEO and the average of non-PEO NEOs over the two-fiscal-year period ending December 31, 2022.However, Net Income increased from 2021 to 2022, given compensation is not directly tied to Net Income within our compensation program.

Employment Agreements
Following approval by the Compensation Committee, the Company entered into employment agreements with its President and Chief Executive Officer. The following information summarizes the terms of such employment agreement.
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 awardsunits, 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 in 2015.on January 29, 2021 and the 40,000 Tranche II
14

  Option AwardsStock Awards
Name Number of shares acquired on exercise (#)Value realized on exercise ($)Number of Shares Acquired on Vesting (#)
Value Realized on Vesting ($) (1)
(a) (b)(c)(d)(e)
Craig C. Bram —
 8,900
108,197
Dennis M. Loughran —
 —
—
J. Kyle Pennington —
 240
3,894
J. Greg Gibson —
 150
2,304
Richard D. Sieradzki —
 1,550
23,784
(1) Based on the market value of the shares on the exercise or vesting date.

22


Equity Plans
Stock Option Plans
The Company currently has one stock option plan, the 2011 Long-Term Incentive Stock Option Plan (the "2011 Option Plan"), approvedPSU's vested on September 21, 2021. Mr. Hutter’s employment agreement provides for a base salary of $35,568. He is eligible for bonus compensation at the 2011 Annual Meetingdiscretion of Shareholders. Options may be exercised beginning one year after the date granted atBoard of Directors.
For purposes of the rateemployment agreements, a “change in control” means an event that occurs when (i) any person (as defined in Section 13(d) and 14(d) of 20% annually on a cumulative basis; however,the Exchange Act) is or becomes the beneficial owner (as defined in no event shall an option be exercisableRule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than ten years afterfifty percent (50%) of the datecombined voting power of grant. In the event that (a)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 or Common Stock of the Company (or a subsidiary or division of(a “Business Combination”).
The following table shows the Company in which employee is employed) are soldpotential payments 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 optioneeMr. Hutter upon termination for the first time during a calendar year. The exercise price for options granted under the 2011 Option Plan is equalreasons described below, or 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, 2015, 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 2015 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 his or her 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 his or her 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 Options Plan to an employee shall not be transferable by him except by will or the laws of descent and distribution.
At March 7, 2016, there were a total of 174,651 shares underlying outstanding options and 127,377 shares underlying exercisable options under all option plans. There were 152,028 shares available for grant under the 2011 Option Plan as of March 7, 2016.
Stock Awards Plan
The 2015 Stock Awards Plan, approved by shareholders at the 2015 Annual Meeting of Shareholders, authorizes the issuance of up to 250,000 shares which can be awarded for a period of ten years from the effective date of the plan. 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, 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 7, 2016, 50,062 awards have been granted under the 2015 Stock Awards Plan.
The 2005 Stock Awards Plan, approved by shareholders at the 2005 Annual Meeting of Shareholders, and amended by the Board of Directors effective at its February 2008 and November 2014 meetings, authorized the issuance of up to 300,000 shares which could be awarded for a period of ten years from the effective date of the plan. The 2005 Stock Awards Plan expired on February 3, 2015 at which time no further grants could be awarded. There are outstanding awards under this Plan that will vest over the next four years. 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

23


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, 2015, 100% of the restricted shares shown in the "Number of Shares or Units That Have Not Vested" column of the Outstanding Equity Awards at Fiscal Year End 2015 table would have vested immediately.
Shares relating to awards that have not yet vested are reserved for issuance by the Company and an employee is not entitled to any voting or dividend rights with respect to any such shares. Share awards that have not vested are not transferable.
Retirement Plans
401(k)/ESOP Plan
The Company sponsors a 401(k)/ESOP Plan. All employees (except those employees who are entitled to participate in union-sponsored plans) who are 21 years or older are automatically enrolled at a pre-determined percentage following 60 days of full-time employment with the Company or any subsidiary. Employees may choose to opt out or elect to change the default deferral rate. Employees are eligible to receive a matching contribution in the month following their one-year anniversary.
Employees are permitted to contribute up to 100% of earnings not to exceed a dollar amount set by the Internal Revenue Service through payroll deduction on a pre-tax basis or after-tax basis through the 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. The employee can invest his contribution in any of the investment funds offered; however, employee contributions cannot be invested in Company's Common Stock.
Prior to January 1, 2016, all Company contributions were invested in Company stock. Effective January 1, 2016, Company contributions are invested in accordance with their elections for employee contributions, and the ESOP portion of the Plan is frozen. For each plan year, the Company contributes on behalf of each eligible participant a discretionary matching contribution equal to a percentage determined annually by the Board of Directors.
For 2015 and 2016, the maximum matching contribution was 4%. The matching contribution is allocated within 15 days of each pay period. In addition to the matching contribution, the Company may make a discretionary contribution which shall be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions have been made to the 401(k)/ESOP Plan.
Distributions are not permitted before age 59 1/2 exceptbeneficiaries in the event of death, disability, terminationdeath. The amounts shown assume that the employment of employment or reason of proven financial hardship as defined according to Internal Revenue Service guidelines. each executive was terminated effective December 31, 2022.
Death or DisabilityRetirementTermination Without Cause
Change in Control (1)
Christopher G. Hutter
Restricted Stock (2)
———$433,500
(1) Upon a triggering event under the “double-trigger” change in control, Mr. Hutter will receive an immediate vesting of all restricted stock and options as severance
(2) Restricted Stock is calculated based on the December 31, 2022, closing stock price of $8.67 per share.
RELATED PARTY TRANSACTIONS

The 401(k)/ESOP Plan provides for payment of the participant’s account balance upon death, disability or retirementCompany from time-to-time engages in the form of cash or shares of the Company's Common Stock or both. If employment terminates for reasons other than retirement, disability or death (e.g. resignation or termination by the Company), any discretionary portion of a participant’s account balance will vest as follows: less than three years’ service - 0% vested; three or more years - 100% vested.
Unvested amounts are forfeited and allocated to participants eligible to participate for a plan year.transactions with related parties. The 401(k)/ESOP Plan permits rollovers from qualified plans at the discretion of the Company. The 401(k)/ESOP Plan is permitted to borrow money to purchase shares of the Company's Common Stock. All shares of the Company's Common Stock acquired by the 401(k)/ESOP Plan with the proceeds of a loan are maintained in a suspense account and is withdrawn and allocated to participant’s accounts as the loan is paid. As a participant in the 401(k)/ESOP Plan, any employee may direct the trustee to vote shares allocated to his or her account in accordance with the employee's wishes.
All 401(k)/ESOP Plan assets are held by an independent trustee. The trustee invests all assets and makes payment of 401(k)/ESOP Plan benefits. The 401(k)/ESOP Plan is managed and administered by an independent administrator and a Pension Committee comprised of the corporate officers of the Company. Expenses incurred for the administration of the 401(k)/ESOP Plan are paid by the Company. The 401(k)/ESOP Plan reserves to theCompany’s Board of Directors reviews any related party relationships and approves any significant modifications to any existing related party transactions, as well as any new significant related party transactions.Since the beginning of our last fiscal year, there have been no related party transactions between the Company the right to amend the 401(k)/ESOP Plan in any mannerand a related party that would be reportable under SEC rules or terminate the 401(k)/ESOP Plan at any time. The 401(k)/ESOP Plan may be amended to preserve the qualification of the 401(k)/ESOP Plan under the applicable provisions of the Internal Revenue Code of 1986, as amended from time to time. For 2015, the Company’s total matching contribution was $553,750.

24


COMPENSATION COMMITTEE REPORTregulations.
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 2015 shareholder vote on executive compensation. Based on the review and discussion, the Compensation & Long-Term Incentive Committee recommended to our Board of Directors that the "Compensation Discussion and Analysis" be included in our 2015 Annual Report on Form 10-K and in this Proxy Statement.
The Compensation & Long-Term Incentive Committee
Henry L. Guy, Chair
Amy J. Michtich
James W. Terry, Jr.

PROPOSAL 2 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our Board is committed to a compensation philosophy and program that promotes our ability to attract, retain and motivate individuals who can achieve superior financial results. As part of that commitment, and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"“Dodd-Frank Act”), our 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“say-on-pay” proposal. The Company's current policy provides for an annual advisory vote on pay" proposal.executive compensation. It gives you the opportunity to let us know how you view the overall compensation of our NEOs, and the policies and practices described in this Proxy Statement. It is not intended to address any specific item of compensation. In considering how to vote on this proposal, we encourage you to review all the relevant information in this Proxy Statement - our CD&A (including its executive summary), the compensation tables and the rest of the narrative disclosuresother related materials regarding our executive compensation program. Your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of the NEOs.
Because your vote is advisory, it is non-binding on our Board; however, our Board will take into account the outcome of the vote on the say on paysay-on-pay proposal when considering future compensation arrangements. We invite shareholders who wish to communicate with our Board on executive compensation or any other matters to contact us as provided under "Corporate Governance - Shareholder Communications with Directors."
Accordingly, in compliance with the Dodd-Frank Act, we ask you to approve the following resolution:
"RESOLVED, that the shareholders of Synalloy CorporationAscent Industries Co. approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative discussionthe related materials regarding the Company's executive compensation in the Company’s 20162023 Proxy Statement."
Vote Required
A majority of the votes castshares present and eligible to vote at the Annual Meeting of Shareholders must vote "FOR"“FOR” Proposal 2 to approve on anthe advisory non-binding basis,vote on the compensation of our named executive officers. The enclosed form of proxy provides a means for you to vote "For," "Against"“For,” “Against” or to "Abstain"“Abstain” on this proposal. Each properly executed proxy received in time for the Annual Meeting will be voted as specified therein. Abstentions and broker non-votes will have nothe effect on the outcome of the vote onvotes against this proposal.
Board Recommendation
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL ON ANOF THE ADVISORY BASIS, OFVOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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15


Fees Paid to Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees billed by KPMG, LLP and Dixon Hughes Goodman LLP for audit services rendered in connection with the consolidated financial statements and reports for the fiscal years ended December 31, 2015 (referred to as "fiscal 2015") and January 3, 2015 ("referred to as "fiscal 2014") and for other services rendered during fiscal years 2015 and 2014, on behalf of the Company and its subsidiaries, which have been billed or will be billed to the Company.
Fee Category Fiscal 2015% of Total Fiscal 2014% of Total
Audit Fees     
 Audit Fees$979,500
99% $508,250
62%
        
Audit Related Fees1,050
—% 231,604
31%
        
Tax Fees     
 Tax Compliance/Preparation6,675
1% 35,000
5%
 Other Tax Services—
—% 13,720
2%
        
All Other Fees—
—% —
—%
        
Total Fees$987,225
100% $788,574
100%
Audit Fees: Audit fees include fees and out-of-pocket expenses billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by the Company’s independent auditor in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation. Audit Fees also include fees for the audit of the Company’s internal controls related to Sarbanes-Oxley Section 404 compliance based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). For 2015, the Company changed auditors during the third quarter. Audit fees reflect KPMG, LLP's costs for the 2015 audit. Dixon Hughes Goodman's fees include quarterly reviews for the first two quarters of 2015, shelf registration review, assistance with the SEC comment letter and transition costs associated with the change in auditors. For 2014, audit fees include fees and out-of-pocket expenses for incremental audit work related to the disposals and discontinued operations accounting for BristolFab and Ram-Fab in addition to audit work related to the Specialty acquisition.
Audit Related Fees: In 2015, audit related fees include transition costs associated with the Company's 401(k)/ESOP audit. In 2014, they include fees and out-of-pocket expenses for the audit of the Company’s 401(k)/ESOP and fees associated with the required audits of pre-acquisition financial results of Specialty Pipe & Tube, Inc.
Tax Fees: Tax fees include fees for tax compliance/preparation and other tax services. In 2015, neither KPMG, LLP nor Dixon Hughes Goodman performed tax compliance/preparation services. In 2014, tax compliance/preparation includes fees billed for professional services related to federal and state tax compliance, assistance with tax audits and appeals, expatriate tax services, and assistance related to the impact of mergers, acquisitions and divestitures on tax return preparation.
In making its decision to appoint KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, the Audit Committee considered whether services other than audit and audit-related services provided by that firm are compatible with maintaining the independence of KPMG, LLP.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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 2015, all audit and permitted non-audit services were pre-approved by the Audit Committee.

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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, 2015.2022. The Audit Committee has discussed with the Company’s independent auditors, KPMG,BDO USA LLP, the matters required to be discussed by Auditing Standard No. 16, Communicating with Audit Committees, as adopted bythe standards of the Public Company Accounting Oversight Board.Board ("PCAOB"). The Audit Committee has also received the written disclosures and the letter from KPMG,BDO USA LLP required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG,BDO USA LLP, its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20152022 for filing with the SEC.

The Audit Committee
Anthony A. Callander, ChairJohn P. Schauerman
Henry L. Guy
James W. Terry, Jr.Aldo J. Mazzaferro
Vincent W. White

Fees Paid to Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees billed by BDO USA LLP for audit services rendered in connection with the consolidated financial statements and reports for the fiscal year ended December 31, 2022 (referred to as "Fiscal 2022") and for audit services rendered in connection with the consolidated financial statements and reports for the fiscal year ended December 31, 2021 ("referred to as "Fiscal 2021") and for other services rendered by the firm during fiscal years 2022 and 2021, on behalf of the Company and its subsidiaries, which have been billed or will be billed to the Company.
Fee CategoryFiscal 2022% of TotalFiscal 2021% of Total
Audit Fees$1,442,42096.3%$858,64870.8%
 
Audit Related Fees$55,4003.7%$353,82629.2%
 
Tax Fees——%——%
 
All Other Fees——%——%
 
Total Fees$1,497,820100.0%$1,212,474100.0%
Audit Fees: Audit fees include fees and out-of-pocket expenses billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by the Company’s independent auditor in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation. Audit Fees also include fees for the audit of the Company’s internal controls related to Sarbanes-Oxley Section 404 compliance based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Audit Related Fees: In Fiscal 2021 audit related fees include costs associated with the acquisition of DanChem Technologies, Inc. and costs associated with environmental compliance. In Fiscal 2022, audit related fees include costs associated with environmental compliance.
Tax Fees: The Company did not incur tax fees in 2022 or 2021.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent 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 2022, all audit and permitted non-audit services were pre-approved by the Audit Committee.

16

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Effective August 11, 2015, Dixon Hughes Goodman LLP ("DHG") was dismissed asThe Audit Committee conducted a competitive process to determine the Company'sCompany’s independent registered public accounting firm followingfor the filing ofyear ending December 31, 2023, and the Company's second quarter Form 10-Q. This change was a result of a competitive biddingrelated interim periods. The Audit Committee invited several independent registered public accounting firms to participate in this process, involving several accounting firms.
The reports of DHG onincluding BDO USA, LLP (“BDO”), which audited the Company'sCompany’s consolidated financial statements for the years ended December 31, 2022 and 2021. In conjunction with that process on April 4, 2023, BDO notified the Audit Committee Chairperson that BDO had chosen not to participate in the competitive process, thus ending their term as our independent registered public accounting firm, effective as of the date the new independent registered public accounting firm is selected and begins performing services.The Audit Committee has not selected an independent registered public accounting firm for the 2023 fiscal year. Accordingly, we are not seeking stockholder ratification of the selection of the Company’s independent registered public accounting firm for the 2023 fiscal year. Although we have done so in prior years as a matter of good corporate practice, such ratification is not required by our bylaws, Delaware corporate law, SEC rules or otherwise. As a result of the foregoing, we do not expect representatives of BDO or any other independent registered public accounting firm to be present at the Annual Meeting or to make any statement or respond to any questions at the Annual Meeting.

The audit reports of BDO on the consolidated financial statements of the Company for the two most recent fiscal years ended January 3, 2015December 31, 2022 and December 28, 2013 did not contain any2021 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
Duringprinciples, except that BDO’s report dated March 31, 2023 expressed an adverse opinion as a result of the Company's fiscal years ended January 3, 2015 and December 28, 2013, and the subsequent interim period through August 5, 2015, there was one reportable event that rose to the level of a "disagreement" (as that term is interpretedmaterial weaknesses described in Item 304 (a)(1)(iv)8 of Regulation S-K and the related instructions) and a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). As disclosed in the Company's Annual Report on Form 10-K for the year ended January 3, 2015, management concludedDecember 31, 2022.

During the fiscal years ended December 31, 2022 and 2021 and through the current date, there have been no (i) disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused them to make reference to the subject matter of any such disagreements in connection with its audit reports on the financial statements for such years; or (ii) “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K except with respect to the material weaknesses in internal controls described below.

As disclosed in Item 9A of each of the Company’s Annual Reports on Form 10-K as of and for the fiscal years ended December 31, 2022 and 2021, and Item 4 of the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30, 2022, June 30, 2022 and March 31, 2022, the Company did not maintain effective internal control over financial reporting as of January 3, 2015 as a result of a material weakness describedweaknesses identified in Item 9A in our Annual Report on Form 10-K for the year ended January 3, 2015, which disclosure is incorporated herein by reference. DHG issued an adverse opinion on the effectivenessits internal controls. The material weaknesses relate to (a) appropriately designed entity-level controls, (b) aspects of internalinventory controls, over(c) aspects of revenue recognition, (d) aspects of period-end financial reporting, as(e) internal control over complex accounting areas, and (f) information technology general controls. In response to these material weaknesses, management, with oversight of January 3, 2015 as a result of this material weakness. In addition, DHG reported to the Audit Committee that a disagreement with management arose during the course of the audit related to the Specialty acquisition, primarily the value management initially assigned to Specialty's customer list intangible asset. The Audit Committee and the Company's management discussed the subject matter of the disagreement with DHG, and the disagreement was resolved to DHG's satisfaction in regard to the consolidated financial statements and its report thereon.
Effective August 11, 2015, the Company engaged KPMG LLP ("KPMG") as the Company's new independent registered accounting firm. The decision to engage KPMG as the new independent registered accounting firm was approved by the Company's Board of Directors, on August 5, 2015.
Duringis in the Company's fiscal years ended January 3, 2015process of implementing steps to remediate these material weaknesses. The Company continues to implement certain remediation actions and December 28, 2013continues to test and throughevaluate the subsequent interim period through August 5, 2015, neither the Company, nor anyone on its behalf, consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was subject of a disagreement (as that term in interpreted in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Our Audit Committee has reviewed and discussed the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and has recommended, and our Board has approved, their inclusion therein. For additional information, see "Audit Committee Report."

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PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Although Delaware law does not require shareholder ratification to proceed with the appointment, our Audit Committee and our Board are requesting that our shareholders ratify the appointment of KPMG, LLP as our independent registered public accounting firm for fiscal year 2016. Our Audit Committee is not required to take any action as a resultelements of the outcome of the vote on this proposal. However, if our shareholders do not ratify the appointment, our Audit Committee may investigate the reasons for shareholder rejection and may consider whether to retain KPMG, LLP or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our shareholders or the Company. Representatives of KPMG, 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, 2015.remediation plan.
Vote Required
A majority of the votes cast at the Annual Meeting of Shareholders must vote "FOR" Proposal 3 to ratify our Audit Committee’s appointment of KPMG, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2016. 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 will have no effect on the outcome of the vote on this proposal.
Board Recommendation
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016.
SHAREHOLDER PROPOSALS FOR THE 20172024 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder proposal to be included in the proxy materials for the 20172024Annual Meeting of Shareholders must be submitted in accordance with applicable regulations of the SEC and received by the Company at its principal executive offices, 4510 Cox Road,1400 16th Street, Suite 201, Richmond VA 23060,270, Oak Brook, Illinois 60523, no later than December 6, 2016. January 2, 2024.
In order for a shareholder to bring any business or nominations before the 20172024 Annual Meeting of Shareholders, certain conditions set forth in the Company’s Bylaws must be complied with, including but not limited to, the delivery of a notice to the Corporate Secretary of the Company not less than 3060 days nor more than 6090 days in advanceprior to the first anniversary of the 2017date of the 2023 Annual Meeting which is tentatively scheduled to be held on May 4, 2017.June 13, 2023; provided, however, that if the date of the 2023 Annual Meeting of Shareholders is advanced by more than 30 days or delayed by more than 30 days from the first anniversary of the 2023 Annual Meeting of Shareholders, to be timely, notice must be received by the Company not earlier than the close of business on the 90th day prior to such meeting and not later than the close of business on the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. With respect to any shareholder proposal not received by the Company by March 5, 2017,in accordance with the Company’s Bylaws, the designated proxy agents will vote on the proposal in their discretion.
REFERENCES TO OUR WEBSITE ADDRESS
References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules or the NASDAQNasdaq 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.
17

INCORPORATION BY REFERENCE
The "Audit Committee Report" is not deemed to be filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such information by reference.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any other matters which may come before the meeting. However, if any other matters do properly come before the meeting, it is the intention of the persons named as proxies to vote upon them in accordance with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS
Tackett Signature.jpg
Cheryl C. CarterDoug Tackett, Corporate Secretary
Secretary

28


SYNALLOY CORPORATION
4510 COX ROAD, SUITE 201
RICHMOND, VA 23060

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

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

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

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

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

1. Election of Directors
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The Board of Directors recommends you vote FOR the following:

For
All

___
Withhold All

___
For All Except

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

Nominees
01) Craig C. Bram 02) Anthony A. Callander 03) Susan S. Gayner 04) Henry L. Guy 05) Amy J. Michtich 06) James W. Terry, Jr. 07) Vincent W. White 08) Murray H. Wright

Proxy Card - Page 1.jpg
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The Board of Directors recommends you vote FOR proposals 2 and 3.
2.Advisory vote on the compensation of our named executive officers

For
___
Against
___
Abstain
___
3. The ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for 2016
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 thereof, and matters incidental to the conduct of the meeting.
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.Proxy Card - Page 2.jpg
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______________________________________________________________________________________________________________________________________
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date



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




SYNALLOY CORPORATION
Annual Meeting of Shareholders
May 5, 2016 10:00 AM
This proxy is solicited by the Board of Directors

The undersigned hereby appoints Cheryl C. Carter and Dennis M. Loughran, or either of them, each with power of substitution, as lawful proxy, to 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 Synalloy Corporation to be held at the Richmond Marriott Short Pump in the Innsbrook Room, 4240 Dominion Boulevard, Richmond, VA 23060, on Thursday, May 5, 2016 at 10:00 a.m. local time, and at any adjournment thereof, upon such business as may properly come before the 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 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.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR the election of all the director nominees in Proposal 1; FOR Proposal 2 - approval, on an advisory basis, of the compensation of our named executive officers; and FOR Proposal 3 - the ratification of our independent registered public accounting firm.

Continued and to be signed on reverse side