In order for your vote to be counted, you must return your completed and signed proxy card so that it is received by March 15, 2016,mail by the Company’s transfer agent by May 9, 2024, vote by Internet or by phone until the start of the meeting, or vote at the virtual meeting if you are attending.

Christopher M. Marks, age 59 — Mr. Marks was appointed to the Board of Directors in July 20152016 and serveshas served as ChairmanChair of the Company’s Independent Directors Committee andBoard since April 2022. He is also a member of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. A decorated military officer, Mr. Gygax is the recipient of the Bronze Star and the Meritorious Service Medal, among other awards, and is a veteran of the Gulf War and the Iraq War. Mr. Gygax brings a diverse background to the board with experience in supply chain management, budget management, human resources and executive leadership. Mr. Gygax is the principal owner and managing partner of an event management company and is the Executive Officer of the Army National Guard’s 749th Combat Sustainment Support Battalion where he serves as chief of staff for a battalion of 600 personnel. He has over 25 years of experience in the United States Armed Forces, including prior leadership assignments as a Non-commissioned Officer, Battalion Support Operations Officer, Battalion Human Resources Officer, Battalion Operations Officer, Brigade Transportation Officer, Armor Company Commander and Recruiting Company Commander. Mr. Gygax’s leadership experience and achievements qualify him as a Company Director.

Donald W. Hedges, Esq. has served as a Director since 1967 andMarks is a member of the Company’s Independent Directors Committeefinancial planning firm Jensen, Marks, Langer & Vance, LLC, where he provides financial planning advice and the Company’s Audit Committee.

Mr. Hedges, a business law attorney, has extensive Corporate Law and finance experience with national and international, private and public companies. His comprehensive experience includes the representation of companies in the preparation of Initial Public Offerings, and at times, as a principal in a broad range of economic and financing activities. A current active practitioner of business law,investment management services. Also, he is a retired Partnermember and the Chief Compliance Officer of Wolf, Block, ShorrSterling Investment Counsel, LLC, a registered investment advisor. He brings over 25 years of financial planning and Solis-Cohen. His expertise includesanalysis experience to the Company as well as a wide range ofbackground in accounting, corporate financing for technology driven activitieslaw and otherwise.governance. He was awarded an honorary Doctorate Degree from Webber College and earnedholds a Bachelor of Science Degree in EconomicsAccountancy from the Wharton SchoolVillanova University, a Master of theBusiness Administration from St. Bonaventure University, of Pennsylvania and a law degree from the University of Pennsylvania. He is a former aircraft carrier combat fighter pilot and was awarded the Air Medal and the Distinguished Flying Cross for heroic acts performed in the South Pacific. He is an aviation and aerospace cognizant individual whose comprehensive legal knowledge and business experience has been beneficial to the Company. Mr. Hedges’ long associationJuris Doctorate with the Company combined with his successful record as an attorney of national and international representation and negotiation highly qualifies him as a Company Director.

Rigel D. Pirrone, a Reserve Navy Commander and Commanding Officer of Strike Fighter Squadron 204, joined the Board of Directors in January 2015 and serves as Chairman of the Company’s Audit Committee and a member of the Company’s Independent Directors Committee. Mr. Pirrone has 17 years of leadership experience in the United States Navy, including two deployments aboard the aircraft carrier USS Abraham Lincoln where he served as a Landing Signal Officer and Forward Air Controller Airborne. His extensive experience includes assignments as a squadron Division Officer, Department Head, Executive Officer, instructor pilot, and member of the F/A-18 Hornet Tactical Demonstration Team. Throughout the course of his career, Mr. Pirrone has accumulated over 3,000 flight hours across six air platforms including the F/A-18A-D Hornet and the F/A-18E/F Super Hornet, and he has extensive experience in the quality, maintenance, and safety requirements associated with the motion control subsystems that incorporate the Company’s product line. As a Commanding Officer and former Executive Officer and Department Head in a Strike Fighter Squadron, Mr. Pirrone has years of experience with the direct leadership of organizations exceeding 250 employees, the administration of multimillion dollar budgets and budget auditing functions, and the oversight of over $1 billion in assets, including 17 assigned aircraft. A native of Western New York, Mr. Pirrone is a member of the National Association of Corporate Directors and he holds a Bachelor of Science in Civil Engineering from Tulane University’s School of Engineering where he participated in the Naval Reserve Officer Training Corps program. Mr. Pirrone’s leadership experience, achievements, and aviation expertise qualify him as a Company Director.

Kenneth D. Trbovich has been President of the Company and a Director since 2012. Mr. Trbovich is also President and CEO of the Company’s subsidiary, The Ontario Knife Company (OKC). Mr. Trbovich initially joined the Company in 1993 and held positions of increasing responsibilities that led to his current roles. He is listed as co-inventor on multiple patents or patents-pending owned by the Company and has extensive project management and business development experience, coordinating Company business in the United States, Taiwan, Singapore, Australia, Germany, England, and other locations around the world. In addition to his positions within the Company, Mr. Trbovich represents OKC on the Board of Regents of the American Knife and Tool Institute, serves on the Board of Trustees for Medaille College, and is a trustee for a private charitable foundation. Mr. Trbovich is a member of the National Association of Corporate Directors and he also maintains Company relationships with industry associations including the Buffalo Niagara Partnership, the National Association of Manufacturers, and the Aerospace Industry Association. He holds undergraduate degrees from Medaille College and Skidmore College in addition to certificateshonors from the State University of New York at Buffalo’sBuffalo School of ManagementLaw. He previously practiced commercial and the University of Rochester’s Simon School of Business. Mr. Trbovich’s achievements, executivecorporate law at Phillips Lytle, LLP in Buffalo, NY and began his career with Price Waterhouse in New York City. His business, accounting and legal experience established industry associations, and long tenure with the Companymake him highly qualifies himqualified to serve as a Company Director.

Dr. Nicholas D. Trbovich has served

Evan H. Wax, age 42 — Mr. Wax was appointed to the Board of Directors in April 2022 and serves as a Director since 1959. As a FounderChair of the Company, substantial shareholderNominating and as the Company’s past PresidentCorporate Governance Committee and current CEO, he has managed personally and through delegation the research, development, engineering, manufacturing and administration of the Company as the Company grew and its goals were achieved over the years. He has guided the Company in its transition from being primarily an engineering entity to a Company with expanded manufacturing and new product capabilities. He has been instrumental and successful in obtaining the appropriate corporate financing from banking institutions and the public sale of common shares to meet the Company’s increased requirements to support new product design, development and enhanced manufacturing capabilities. The Company’s designed and developed products fill key roles in many of the world’s well-known aerospace programs such as the Boeing 700 and Airbus 300 Series of commercial jets, the F-135, F-18, F-16, F-15 and various other jet fighters, jet transports, helicopters, bombers and the Hubbell Space Telescope. Dr. Trbovich’s past and/or current business Directorships include manufacturing companies, banking institutions, professional and other enterprises. An elected Member of the Niagara Frontier Aviation and Space Hall of Fame, he is a holder of patents, recipient of Awards (i.e. Entrepreneur of the Year and other business and/or technical awards), a member of professional associations,the Audit Committee and Compensation Committee. He is Managing Member of Wax Asset Management LLC in Madison, CT, an investment advisory firm that employs a published authorlong-term value-based investment strategy. Prior to founding Wax Asset Management in 2011, Mr. Wax was Managing Director and has lecturedHead Trader at various prestigious universities. He received the Distinguished Alumnus Award from the University of RochesterHayground Cove Asset Management where he earned two Doctorates and an MBA. He haswas also been awarded Honorary Doctorates from three other colleges. He has held various leadership positions including Chairmana member of the Boardinvestment committee and risk committee. Prior to that, he worked as a Financial Analyst at Goldman Sachs. Mr. Wax graduated from Yale University where he received a B.A. in Economics. His operational, financial and investment experience, and knowledge of Trustees for two collegescapital markets gives him strong insight into the issues facing the Company’s businesses and past Vice Chairmanmarkets.

Under the corporate governance standards of the Board for a third college. His collective achievements, broad range of recognitions and continuing dedicated efforts to meet and exceed Company goals highly qualifies him as a Company Director.

The Directors recommend a vote FOR the six nominees listed above. Unless instructed otherwise, proxies will be voted FOR these nominees.

CORPORATE GOVERNANCE AND BOARD MATTERS

Independent Directors

Under the NYSE MKT listing standards,American, at least 50%fifty percent of our Directors, and, except in limited circumstances, all of the Company’s directorsmembers of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, must meet the test of “independence” as defined by the NYSE MKT.American. The NYSE MKTAmerican standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board of Directors must affirmatively determine that a director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has determined that each director nominee, other than Mr. Farrell, satisfies the bright-line criteria and that no other director or nominee has a relationship with the Company that would interfere with such person’s ability to exercise independent judgment as a member of our Board.

In making its determination with respect to Mr. Cosgrove, the Company’s Board.

Board considered the fact that the Company incurred legal fees and disbursements of approximately $8,400 for services provided by the Cosgrove Law Firm in 2023.

The Board of Directors has determined that each current director is independent other than Dr. Trbovich,currently separates the Company’s Chairmanroles of Chair of the Board of Directors and Chief Executive Officer, Mr. Trbovich,CEO. Each year, our Nominating and Corporate Governance Committee assesses these roles and the Company’s President and Mr. Cosgrove, whose firm has provided legal servicesboard leadership structure to ensure the interests of the Company and its subsidiaries. In determining that Mr. Pirrone was “independent”,shareholders are best served.

A number of factors support the leadership structure chosen by the Board, consideredincluding, among others:

The full Board of Directors approves/ratifies all Director nominees after they are determined by the Independent DirectorsNominating and Corporate Governance Committee. See “Director Nominating Process” below. Additionally, Director and Executive Officer compensation determinations are subsequently submitted to the full Board of Directors for approval/ratification.

During the fiscal year ended December 31, 2015, the Audit Committee met 6 times, the Independent Directors Committee met 7 times and2023, the Board of Directors held 18 meetings. The Audit Committee met 7seven times, the Compensation Committee met three times and the Nominating and Corporate Governance Committee met five times. No Director attended less than 100%95% of the meetings held during the period that each individual served as a Director. Each Director is encouraged to attend the Annual Meeting of Shareholders. In 2015,2023, the Annual Meeting of Shareholders was attended by four of the five Directors then in office.

Code of Ethics

The Company has adopted a Code of Ethics and Business Conduct that applies to all Directors Officers and employees of the Company as required by the listing standards of the NYSE MKT. The Code is available on the Company’s websitestanding for reelection at www.servotronics.com and the Company intends to disclose on this website any amendment to the Code. Waivers under the Code, if any, will be disclosed under the rules of the SEC and the NYSE MKT.

The Company also has a Whistleblower Policy, which is incorporated into the Code of Ethics and Business Conduct that requires Directors, executive officers and employees to comply with appropriate accounting and internal controls and establishes procedures to report any perceived wrongdoing, questionable accounting or auditing matters in a confidential and anonymous manner.

Report of the Audit Committee of the Board of Directors

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee serves as the representative of the Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control, audit process and monitoring compliance with standards of business conduct. The Audit Committee operates under a written charter which is available on the Company’s website at www.servotronics.com. Management of the Company has primary responsibility for preparing financial statements of the Company as well as the Company’s financial reporting process. Freed Maxick CPAs, P.C. (“Freed Maxick”), acting as Independent Auditors, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles.

In this context, the Audit Committee hereby reports as follows:

1.

The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 2015 with the Company’s Management.

2.

The Audit Committee has discussed with the Independent Auditors the matters required to be discussed by the Standards of the Public Company Accounting Oversight Board (PCAOB).

3.

The Audit Committee has received the written disclosures and the letter from the Independent Auditors required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence,and has discussed with Freed Maxick the matter of that firm’s independence.

4.

Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee approved that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the Securities and Exchange Commission.

Each member of the Audit Committee is independent as defined under the listing standards of the NYSE MKT.

	AUDIT COMMITTEE
	Rigel D. Pirrone, Chairman
	Lucion P. Gygax
	Donald W. Hedges, Esq.

Leadership Structure

Dr. Nicholas D. Trbovich is the Company’s Chairman of the Board and Chief Executive Officer. The Company believes that having one person hold the roles of Chairman of the Board and Chief Executive Officer is the most effective way at this time to organize the leadership structure of the Board of Directors. Having one person hold the roles of Chairman of the Board and Chief Executive Officer promotes unified leadership and direction for the Board and executive management and it allows for a single and clear focus for the chain of command to execute the Company’s strategic initiatives and business plans. Because Dr. Trbovich is primarily responsible for managing the Company’s day-to-day operations and strategic plan implementations, he is in the best position to chair meetings of the Board of Directors where key business and strategic issues are discussed.

Another component of our leadership structure is the active role played by our non- management and independent Directors in overseeing the Company’s business, both at the Board and Committee level. The Board believes that the combined role of Chairman of the Board and Chief Executive Officer coupled with the existence of the independent Directors is the appropriate leadership structure for the Board of Directors at this time. This structure provides sufficient independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of the Company’s business operations and strategic plan implementations. The Independent Directors Committee periodically reviews this structure to assess its effectiveness on a continuing basis.

Board Oversight of Risk Management

The Board of Directors overseesbelieves that the Company’scontrol and management of risk are primarily responsibilities of senior management process.of the Company. The entire Board of Directors is responsible for oversight of this senior management function. This oversight is primarily accomplished through the Board’s committees and management’s reporting processes. The Company does not have a formal risk committee; however, the Audit Committee focuses on risk related to accounting, internal controls and financial and tax reporting. The Audit Committee also assesses economic and business risks and monitors compliance with ethical standards. The Independent DirectorsCompensation Committee identifies and oversees risks associated with the Company’s executive compensation policies and practices and the Nominating and Corporate Governance Committee reviews Director independence, related party transactions and the implementation of corporate governance policies.

Director

The determination of the individuals to be nominated for the Board of Directors is made by the Independent DirectorsNominating and Corporate Governance Committee. This determination is then subsequently submitted to the full Board of Directors for approval/ratification.

The Board has not adopted specific minimum criteria for director nominees. Nominees are identified by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service, the Board first considers the appropriateness of the size of the Board and then considers factors that it deems are in the best interests of the Company and its shareholders in identifying and evaluating a new nominee. Consistent with the concept of diversity, the Company recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion.

The Board will consider director nominees from any reasonable source, including nominees suggested by incumbent Board Members and Management as well as Shareholder recommendations tendered in accordance with the Company’s advance notice provisions. The Company does not currently employ an executive search firm, or pay a fee to any other third party, to locate qualified candidates for director positions.

Directors’

The Company’s Non-Employee Director Compensation Policy was revised effective October 1, 2015. Underprovides that policy, Non-employee Directorsnon-employee directors are paid an annual cash retainer of $26,500$60,000, payable in advance in quarterlytwelve monthly installments, plus a per-meeting fee of $1,500 and reimbursement of actual expenses for attendance at Board or Committee meetings. Non-Employee Directors whoNon-employee directors also qualify as independent Directors are also paid a $10,000receive an annual cash retainer, payable in advance in quarterly installments, for service onaward of restricted stock under the various CommitteesCompany’s 2022 Equity Incentive Plan. The annual award

For 2023, the Committee used year-end inventory, operating income and annual revenues for our Advanced Technology Group as the Company performance metrics, with the target goal for each corporate performance metric based on the Board-approved budget. Additionally, each executive officer was assigned individual goals related to each Named Officer is as set forthhis scope of responsibility and aligned with the Company’s overall strategic priorities.

At the end of the performance period, the Committee analyzed the foregoing criteria and determined actual performance for the Company performance goals and the individual performance goals. The actual 2023 AIP payouts are reported in the Summary Compensation Table.

2015 Bonus

Table in the Company’s proxy statement as “non-equity incentive plan compensation.”

The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2015.

		Stock Awards
						Market value of shares or
		Number of shares or				units of stock that have
		units that have				not vested
Named Officer		not vested (#)				($)(1)
Dr. Nicholas D. Trbovich			30,000	(2)		$	250,500
Kenneth D. Trbovich			30,000	(3)		$	250,500
Cari L. Jaroslawsky			9,000	(4)		$	75,150

(1)

Value is based on the closing price of the Company’s common stock of $8.35 on December 31, 2015, as reported on the NYSE MKT.

(2)

Dr. Trbovich’s restricted stock holdings as of December 31, 2015 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 20162023. Name ​ ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ ​ Market Value of Shares or Units of Stock That Have Not Vested ($)(1) ​ ​ Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested(2) ​ ​ Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units or Other Rights That Have Not Vested(1) ​ William F. Farrell, Jr. ​ ​ ​ ​ 12,740(3) ​ ​ ​ ​ $ 159,250 ​ ​ ​ ​ ​ 9,131 ​ ​ ​ ​ $ 114,138 ​ ​ Robert A. Fraass ​ ​ ​ ​ 3,487(4) ​ ​ ​ ​ $ 43,588 ​ ​ ​ ​ ​ 5,185 ​ ​ ​ ​ $ 64,813 ​ ​ James C. Takacs ​ ​ ​ ​ 1,022(5) ​ ​ ​ ​ $ 12,775 ​ ​ ​ ​ ​ 3,065 ​ ​ ​ ​ $ 38,313 ​ ​ Lisa F. Bencel ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ (1) Value is based on the closing price of the Company’s common stock of $12.50 on December 31, 2023, as reported on the NYSE American. ​ (2) Represents the threshold number of performance shares awarded under the Company’s Long-Term Incentive Plan for the 2023-2025 performance period. ​ (3) Of these shares, 5,864 shares vest in 2024, 5,862 shares vest in 2025; and 1,014 shares vest in 2026, in each case subject to continued employment. ​ (4) Of these shares, 2,335 shares vest in 2024, 576 shares vest in 2025; and 576 shares vest in 2026, in each case subject to continued employment. ​ (5) Of these shares, 341 shares vest in 2024, 341 shares vest in 2025; and 340 shares vest in 2026, in each case subject to continued employment. ​ Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” to our named executive officers (our “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (our “PEO”), compensation is reported as an average. 18 TABLE OF CONTENTS ​ ​ ​ Summary Compensation Table Total for PEO(1)(2) ​ ​ Compensation Actually Paid to PEO(2)(3) ​ ​ Average Summary Compensation Table Total for Non-PEO NEOs(4) ​ ​ Average Compensation Actually Paid to Non-PEO NEOs(3)(4) ​ ​ Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) ​ ​ Net Income (Loss) ($000’s omitted) ​ Year ​ ​ William Farrell ​ ​ James Takacs ​ ​ Kenneth Trbovich ​ ​ William Farrell ​ ​ James Takacs ​ ​ Kenneth Trbovich ​ 2023 ​ ​ ​ $ 470,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 501,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 288,784 ​ ​ ​ ​ $ 290,363 ​ ​ ​ ​ $ 147 ​ ​ ​ ​ $ (10,787) ​ ​ 2022 ​ ​ ​ $ 590,343 ​ ​ ​ ​ $ 306,038 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 580,498 ​ ​ ​ ​ $ 306,038 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 310,162 ​ ​ ​ ​ $ 310,162 ​ ​ ​ ​ $ 124 ​ ​ ​ ​ $ (2,117) ​ ​ 2021 ​ ​ ​ ​ — ​ ​ ​ ​ $ 319,053 ​ ​ ​ ​ $ 853,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 319,053 ​ ​ ​ ​ $ 853,500 ​ ​ ​ ​ $ 328,644 ​ ​ ​ ​ $ 328,644 ​ ​ ​ ​ $ 149 ​ ​ ​ ​ $ 4,055 ​ ​ ​ (1) The dollar amounts reported represent the total compensation for each PEO and the average total compensation for the other Named Executive Officers, in each case as reported in the Summary Compensation Table for the applicable year. ​ (2) Our PEOs for each year are as follows: 2023: William F. Farrell, Jr. 2022: William F. Farrell, Jr. (April 25 to December 31) and James C. Takacs (January 1 to April 24) 2021: James C. Takacs (June 9 to December 31) and 15,000 shares on January 1, 2017.

(3)

Mr. Trbovich’s restricted stock holdings as of December 31, 2015 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 2016 and 15,000 shares on January 1, 2017.

(4)

Ms. Jaroslawsky’s restricted stock holdings as of December 31, 2015 vest as follows provided that she remains employed by the Company on such dates: 4,500 shares on January 1, 2016 and 4,500 shares on January 1, 2017.

Certain Relationships and Related Transactions

Kenneth D. Trbovich Director(January 1 to June 8).