UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No.___ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy
Statement
[ ] Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-12
SIFCO Industries, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
_______________________________________________________________
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
1.Title
of each class of securities to which transaction applies:
___________
2.Aggregate
number of securities to which transaction applies:
__________
3.Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________
4.Proposed
maximum aggregate value of transaction:
__________________
5.Total
fee paid:
_______________________________________________
[ ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1.Amount
Previously Paid:
_________________________________________
2.Form,
Schedule or Registration Statement No.:
________________________
3.Filing
Party:
____________________________________________________
4.Date
Filed: __________________________________________
SIFCO Industries, Inc.
970 East 64th Street, Cleveland, Ohio 44103
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
The 2023 Annual Meeting of Shareholders of SIFCO Industries, Inc.
(the "Company" or "SIFCO") will be held virtually on January 31,
2023 at 9:30 a.m. local time, to consider and vote upon proposals
to:
1.Elect
six (6) directors, each to serve a one-year term until the 2024
Annual Meeting of Shareholders and/or their successors are duly
elected;
2.Ratify
the selection of Grant Thornton LLP as the independent registered
public accounting firm of the Company for the 2023 fiscal
year;
3.Cast
a non-binding advisory vote on executive compensation (say-on-pay);
and
4.Consider
and take action upon such other matters as may properly come before
the meeting or any adjournment thereof.
Shareholders will be able to participate in the Annual Meeting
online, vote their shares electronically, and submit questions at
the meeting by registering at
https://www.viewproxy.com/SIFCO/2023/htype.asp.
The holders of record of the Company's
shares of common stock (the "Common Shares") at the close of
business on December 5, 2022 will be entitled to receive
notice
of and vote at the virtual meeting.
Instructions for accessing the SIFCO Industries, Inc. Annual Report
for the fiscal year ended September 30, 2022 is included with this
Notice of Internet Availability of Proxy Materials being sent to
shareholders.
Your vote is very important. Whether you intend to attend the
virtual meeting or not, you are encouraged to vote, as promptly as
possible, over the Internet or by telephone, as instructed in the
proxy card.
By order of the Board of
Directors.
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SIFCO Industries, Inc. |
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December 22, 2022 |
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Megan L. Mehalko,
Corporate Secretary
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This
proxy statement is dated December 22, 2022 and is being made
available to shareholders via the Internet on or about December 22,
2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 31, 2023.
Our proxy materials include this Proxy Statement, a proxy card, and
our 2022 Annual Report, all of which are available free of charge.
You may also obtain these materials at the Securities and Exchange
Commission ("SEC") website at www.sec.gov.
SIFCO Industries, Inc.
970 East 64th Street, Cleveland, Ohio 44103
PROXY STATEMENT
General Information
The proxy that accompanies this statement is solicited by the Board
of Directors of SIFCO Industries, Inc. (the "Company" or "SIFCO")
for use at the 2023 Annual Meeting of the Shareholders of the
Company (the "Annual Meeting" or the "2023 Annual Meeting"), to be
held
virtually
on January 31, 2023, or at any adjournment thereof. The cost of
solicitation of proxies in the form accompanying this statement
will be borne by the Company.
Important Notice Regarding the Internet Availability of Proxy
Materials for the 2023 Annual Meeting of Shareholders.
As permitted by the SEC, the Company is sending a
Notice
of Internet Availability of Proxy Material (the "Notice") to all
shareholders of record as of December 5, 2022. All shareholders
will have the ability to access this Proxy Statement and the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2022 as filed with the SEC on December 22, 2022 on a
website referred to in the Notice or to request a printed set of
these materials at no charge. Instructions on how to access these
materials over the Internet or to request a printed copy may be
found in the Notice.
Proxy Material Delivery Requests.
Any shareholder may request to receive proxy materials in printed
form by mail or electronically by email on an ongoing basis.
Choosing to receive future proxy materials by email will save the
Company the cost of printing and mailing documents to shareholders
and will reduce the impact of annual meetings on the environment. A
shareholder's election to receive proxy materials by email will
remain in effect until the shareholder terminates it.
Voting
Matters.
Any shareholder giving a proxy for the Annual Meeting may revoke it
before it is exercised by giving a later dated proxy or by giving
notice of revocation to the Company in writing before or at the
2023 Annual Meeting. However, the mere attendance at the 2023
Annual Meeting of the shareholder granting a proxy will not revoke
the proxy unless the shareholder votes online at the virtual 2023
Annual Meeting. Unless revoked by notice as above stated, shares
represented by valid proxies will be voted on all matters to be
acted upon at the 2023 Annual Meeting. On any matter or matters
with respect to which the proxy contains instructions for voting,
such shares will be voted in accordance with such instructions.
Abstentions and broker non-votes will be deemed to be present for
the purpose of determining a quorum for the 2023 Annual Meeting.
Abstentions will not affect the vote on Proposal No. 1. Brokers who
have not received voting instructions from beneficial owners
generally may vote in their discretion with respect to the
ratification of the selection of the independent registered public
accounting firm (Proposal No. 2), but will not be able to vote with
respect to Proposal No. 1 and 3. Broker non-votes will not affect
the outcome of any proposals brought before the 2023 Annual
Meeting.
If you are a shareholder of record as of the applicable record
date, you may vote at the virtual Annual Meeting, vote by proxy
over the telephone, vote by proxy through the internet, or vote by
proxy using the enclosed proxy card (if you received paper copies
of the proxy materials). Whether or not you plan to attend the
virtual meeting, we urge you to vote by proxy to ensure that your
vote is counted.
•To
vote your shares at the virtual Annual Meeting, see the “Online
Attendance and Participation at the Annual Meeting” in the
following section of this Proxy Statement.
•You
may vote by mail by requesting a paper copy of the proxy materials,
which will include a proxy card, and then completing, signing,
dating and timely returning the proxy card to the Company using the
postage-paid envelope provided with the paper copy of the proxy
materials.
•To
vote over the telephone, dial toll-free 1-866-804-9616 using a
touch-tone phone and have your proxy card available when you call
and follow the instructions provided.
•To
vote through the internet, go to www.AALvote.com/SIF and have your
proxy card available when you access the site and follow the
instructions provided.
If you hold your shares beneficially through a bank or broker you
must provide a legal proxy from your bank or broker during
registration and you will be assigned a virtual control number in
order to vote your shares during the Annual Meeting. If a
shareholder is unable to obtain a legal proxy to vote their shares,
the shareholder may attend the 2023 Annual Meeting (but will not be
able to vote their shares) so long as the shareholder demonstrates
proof of stock ownership.
ONLINE ATTENDANCE AND PARTICIPATION AT THE ANNUAL
MEETING
The Company has decided to hold the Annual Meeting virtually this
year and there will not be a physical location for attending the
2023 Annual Meeting. We believe that hosting a virtual Annual
Meeting will enable shareholders to attend and participate fully
and equally, improve meeting efficiency and our ability to
communicate effectively with our shareholders, and reduce the cost
of the Annual Meeting.
The virtual 2023 Annual Meeting will be conducted via live audio
webcast to enable our shareholders to participate from any location
around the world that is convenient to them. We have designed the
virtual 2023 Annual Meeting to provide the same rights and
opportunities to participate as a shareholder would have at an
in-person meeting.
Shareholders are entitled to attend and participate at the Annual
Meeting if such persons were a shareholder of record as of the
close of business on December 5, 2022. To attend and participate in
the meeting, shareholders will need to register at
https://www.viewproxy.com/SIFCO/2023/htype.asp no later than
11:59PM Eastern Standard Time on January 30, 2023. Registered
shareholders will need the control number included on your proxy
card in order to vote during the shareholder meeting. Shareholders
may also ask questions, vote during the meeting, and examine the
Company’s shareholder list during the meeting.
Shareholders holding shares beneficially through a bank or broker
must provide a legal proxy from their bank or broker during
registration and will be assigned a virtual control number in order
to vote the shareholders' shares during the Annual Meeting. If a
shareholder is unable to obtain a legal proxy to vote his or her
shares, the shareholder may attend the 2023 Annual Meeting (but
will not be able to vote their shares) so long as the shareholder
demonstrates proof of stock ownership. Instructions on how to
connect and participate via the Internet, including how to
demonstrate proof of stock ownership, are posted at
https://www.viewproxy.com/SIFCO/2023/htype.asp.
On the day of the Annual Meeting, beneficial shareholders may only
vote during the meeting by e-mailing a copy of such shareholder’s
legal proxy to virtualmeeting@viewproxy.com in advance of the
meeting.
If you have registered correctly at
https://www.viewproxy.com/SIFCO/2023/htype.asp, shareholders will
receive a meeting invitation by e-mail with a unique join link
along with a password prior to the meeting date.
For technical assistance prior to the Annual Meeting, send an email
to virtualmeeting@viewproxy.com or call at
866-612-8937.
The Company believes that hosting a virtual Annual Meeting provides
expanded access, improved communication and cost savings for the
Company and its shareholders. Shareholders may vote during the
meeting by following the instructions that will be available on the
virtual meeting website during the meeting.
Your vote is very important. Whether you intend to attend the
Annual Meeting or not, you are encouraged to vote, as promptly as
possible prior to the 2023 Annual Meeting, over the Internet or by
telephone (or by mail if you received or requested a paper proxy
card), as instructed in the proxy card.
Even if you plan to virtually attend the 2023 Annual Meeting, we
recommend that you vote your shares in advance so that your vote
will be counted if you later decide not to attend the virtual
meeting.
OUTSTANDING SHARES AND VOTING RIGHTS
The record date for determining
shareholders entitled to vote at the 2023 Annual Meeting is
December 5, 2022. As of December 5, 2022, the outstanding voting
securities of the Company consisted of 6,098,217
common shares, $1.00 par value per share (“Common Shares”). Each
Common Share, exclusive of treasury shares, has one vote. The
Company held no Common Shares in its treasury on December 5, 2022.
The holders of a majority of the Common Shares of the Company
issued and outstanding, present in person or by proxy, shall
constitute a quorum for the purposes of the 2023 Annual
Meeting.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The number of our Common Shares beneficially owned and percent of
class set forth in the table below is based on the number of shares
outstanding as of December 5, 2022 (unless otherwise indicated) by
each person who, to our knowledge, beneficially owns more than 5%
of our common stock.
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percent of Class
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Ms. Janice Carlson and Mr. Charles H. Smith, III, |
1,775,498 (1)
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29.12% (1)
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Trustees, Voting Trust Agreement |
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c/o SIFCO Industries, Inc. |
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970 E. 64th
Street
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Cleveland, OH 44103 |
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M. and S. Silk Revocable Trust |
781,969 (2)
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12.82% (2)
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4946 Azusa Canyon Road |
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Irwindale, CA 91706 |
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Minerva Advisors, LLC |
385,708 (3)
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6.32% (3)
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50 Monument Road, Suite 201 |
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Bala Cynwyd, PA 19004 |
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(1) Based on the Schedule 13D/A filed with
the SEC on January 28, 2021, Janice Carlson and Charles H. Smith,
III beneficially owned, as Trustees (the "Trustees"), 1,775,498
Common Shares of the Company and such Common Shares have been
deposited with them or their predecessors, as Trustees, under a
Voting Trust Agreement, dated January 31, 2017 (the "Voting Trust
Agreement") and the Voting Trust Extension Agreement, dated January
27, 2021, which extends the Voting Trust Agreement until January
31, 2023. The Trustees under the Voting Trust Agreement share
voting control with respect to all such Common Shares. Although the
Trustees do not have the power to dispose of the shares subject to
the Voting Trust Agreement, they share the power to terminate the
voting trust or to return shares subject to the Voting Trust
Agreement to holders of voting trust certificates.
(2) Based on the Schedule 13D/A filed with the SEC on May 22, 2009,
M. and S. Silk Revocable Trust, Mark J. Silk and Sarah C. Silk,
Co-Trustees, share both voting and dispositive power over 700,600
Common Shares of the Company as of May 21, 2009 and, in September
2018, Mr. Silk gifted 300,000 of the Common Shares to his children.
As a director of the Company, Mr. Silk has been awarded various
awards in the amount of 43,163 restricted shares that have vested.
In fiscal 2022, Mr. Silk was issued 6,402 restricted shares in
his capacity as a director of the Company.
(3) Based on the Schedule 13G/A filed with
the SEC on February 14, 2022, Minerva Advisors LLC (“Advisors”),
Minerva Group, LP (“Group”), Minerva GP, LP (“GP LP”), Minerva GP,
Inc. (“GP Inc.”) and David P. Cohen (“Cohen”) reports: (a) 385,708
Common Shares beneficially owned by Advisors and Cohen and (b)
309,100 Common Shares beneficially owned by Group, GP LP, and GP
Inc. The Schedule 13G/A reports that Advisors, Group, GP LP, GP
Inc. and Cohen have the sole voting and dispositive power over
309,100 Common Shares and Advisors and Cohen have the shared power
to vote and dispositive power over 76,608 Common
Shares.
PROPOSAL 1 - TO ELECT SIX (6) DIRECTORS
Six (6) directors are to be elected at the 2023 Annual Meeting to
hold office until the next annual meeting of shareholders and/or
until their respective successors are elected and qualified. Shares
represented by validly given proxies will be voted in favor of the
persons set forth below to serve as directors unless the
shareholder indicates to the contrary on the proxy or in person at
the 2023 Annual Meeting. The six (6) nominees receiving the most
votes will be elected as directors at the 2023 Annual Meeting.
Proxies cannot be voted for a greater number of nominees than the
number named in this Proxy Statement.
Norman E. Wells, has elected to retire at the end of his term and
the Board determined not to fill his seat at this time, reducing
the number of directors of the Company from seven to
six.
Each of the below nominees has consented (i) to serve as a
nominee, (ii) to being named as a nominee in this Proxy
Statement and (iii) to serve as a director, if elected.
Although the Company does not contemplate that any of the nominees
will be unavailable for election, if a vacancy in the slate of
nominees is occasioned by death or other unexpected occurrence, it
is currently intended that the remaining directors will (but will
not be bound to), by the vote of a majority of their number,
designate a different nominee for election to the Board at the 2023
Annual Meeting.
Board Recommendation
- The Board of Directors (the "Board") recommends that you
vote
FOR
the election of
all nominees. Unless you instruct otherwise on your proxy card or
in person, your proxy will be voted in accordance with the Board’s
recommendation.
Nominees for Election to the Board of Directors
Set forth below for each nominee for election as a director is a
brief statement, including the age, principal occupation and
business experience, and any public company directorships held. The
members of the Nominating and Governance Committee have recommended
the persons listed below as nominees for the Board of Directors,
all of whom presently are directors of the Company.
The Nominating and Governance Committee of the Board reviews and
evaluates individuals for nomination to stand for election as a
director who are recommended to the Nominating and Governance
Committee in writing by any of our shareholders pursuant to the
procedure outlined below in the section titled “Process for
Selecting and Nominating Directors” on the same basis as candidates
who are suggested by our current or past directors, executive
officers, or other sources. In considering individuals for
nomination to stand for election, the Nominating and Governance
Committee will consider: (i) the current composition of
directors and how they function as a group; (ii) the skills,
experiences or background, and the personalities, strengths, and
weaknesses of current directors; (iii) the value of
contributions made by individual directors; (iv) the need for
a person with specific skills, experiences or background to be
added to the Board; (v) any anticipated vacancies due to
retirement or other reasons; and (vi) other factors that may
enter into the nomination decision. The Nominating and Governance
Committee endeavors to select nominees that contribute the
requisite skills and professional experiences in order to advance
the performance of the Board and establish a well rounded Board
with diverse views that reflect the interests of our shareholders.
The Nominating and Governance Committee considers diversity as one
of a number of factors in identifying nominees for directors,
however, there is no formal policy in
this regard. The Nominating and Governance Committee views
diversity broadly to include diversity of experience, skills and
viewpoint, in addition to traditional concepts of diversity, such
as race and gender.
When considering an individual candidate’s suitability for the
Board, the Nominating and Governance Committee does not prescribe
minimum qualifications or standards for directors, however, the
Nominating and Governance Committee looks for directors who have
personal characteristics, educational backgrounds and relevant
experiences that would be expected to help further the goals of
both the Board and the Company. The Nominating and Governance
Committee will review the extent of the candidate’s demonstrated
success in his or her chosen business, profession, or other career,
and the skills that the candidate would be expected to add to the
Board. The Nominating and Governance Committee may, in certain
cases, conduct interviews with the candidate and/or contact
references, business associates, other members of boards on which
the candidate serves or other appropriate persons to obtain
additional information. The Nominating and Governance Committee
will make its determinations on whether to nominate an individual
candidate based on the Board’s then-current needs, the merits of
that candidate and the qualifications of other available
candidates. The types of key attributes and/or experience that the
Nominating and Governance Committee believes the composite board
membership needs to possess to ensure the existence of a
functionally effective board include, but are not limited to, and
are subject to variation in connection with the Company's and
Board's needs: (i) proven leadership capabilities; (ii) familiarity
with the organizational and operational requirements of medium and
large-sized manufacturing organizations; (iii) strategic planning;
(iv) experience in mergers and acquisitions and an understanding of
financial markets; (v) experience in finance and accounting; (vi)
familiarity with the aerospace, defense, energy and related
industries and markets; (vii) experience with public company
compensation matters and structure; and (viii) prior service on the
boards of directors of other companies – both public and private.
The Nominating and Governance Committee believes that each of the
nominees possesses certain of the key attributes that such
Committee believes to be important for an effective
board.
Jeffrey P. Gotschall,
74, director of the Company since 1986, Chairman of the Board from
2001 to 2015 and Chairman Emeritus since 2015. Mr. Gotschall
previously served as the Company's Chief Executive Officer from
1990 until his retirement in 2009 and served from 1989 to 2002 as
President, from 1986 to 1990 as Chief Operating Officer, from 1986
through 1989 as Executive Vice President and from 1985 through 1989
as President of SIFCO Turbine Component Services, a former
operating subsidiary of the Company. Mr. Gotschall’s long history
with the Company, coupled with his management expertise, enables
him to bring valuable perspective to the Board and its discussion
of industry issues.
Peter W. Knapper,
61, President and Chief Executive and director of the Company since
June 2016. Prior to joining the Company, Mr. Knapper worked for the
TECT Corporation from 2007 to 2016, and was the Director of
Strategy and Site Development. TECT offers the aerospace,
power-generation, transportation, marine, and medical industries a
combination of capabilities unique among metal component
manufacturers. Prior to this role, Mr. Knapper served as President
of TECT Aerospace and Vice President of Operations of TECT Power.
In addition, Mr. Knapper spent five (5) years at Rolls Royce Energy
Systems, Inc., a subsidiary of Rolls-Royce Holdings plc, as the
Director of Component Manufacturing and Assembly. Mr. Knapper
brings his strategic and industry experience to his role in
management and to the Board of the Company.
Donald C. Molten, Jr.,
65, director of the Company since 2010. Mr. Molten, Jr.
currently serves on the board of First Choice Packaging, a
privately held company. He is the former Managing Partner of
Dimensional Analytics, LLC, a strategic consulting firm based in
Hudson, Ohio. Prior to the formation of Dimensional Analytics, LLC,
Mr. Molten, Jr. served as the Associate Headmaster at University
School, a K-12 boys' college preparatory school in Hunting Valley,
Ohio, where he currently serves as trustee. Prior to joining
University School in 2004, Mr. Molten, Jr. was a Managing Director
and Partner of Linsalata Capital Partners, a private equity firm
that specializes in acquiring middle market companies. Mr.
Molten, Jr. is the former chairman and director of the Tranzonic
Companies, Inc. and a former director of U-Line Corporation,
Inc. Mr. Molten, Jr. formerly served as director of America’s
Body Company, CMS / Hartzell, Neff Motivation, Transpac, Teleco,
Degree Communications and Wellborn Forest Company. Prior to
joining Linsalata Capital Partners, Mr. Molten, Jr. was a vice
president of Key Equity Capital and its predecessor, Society
Venture Capital, entities that made equity investments in closely
held businesses. His experience in equity and debt transactions and
leveraged buyouts also includes seven (7) years with The
Northwestern Mutual Life Insurance Company. Mr. Molten, Jr.
provides significant experience in implementation of growth
strategies, execution of strategic acquisitions and divestitures
and meaningfully contributes to the Board’s discussion of strategic
considerations.
Alayne L. Reitman,
58, director of the Company since 2002. Ms. Reitman currently
serves as Chair of the Audit Committee for Ideastream Public Media,
serves as Vice Chair for the Cleveland Museum of Natural History
and is a member of the Audit Committee of Hawken School. Ms.
Reitman serves on the board of Embedded Planet LLC, a high-tech
start-up company, where she previously served from 1999 to 2001 as
President. Ms. Reitman previously served from 1993 to 1998 as Vice
President and Chief Financial Officer of the Tranzonic Companies,
Inc., a manufacturer and distributor of a variety of cleaning,
maintenance and personal protection products, and from 1991 to 1993
as Senior Financial Analyst for American Airlines. Ms. Reitman's
leadership skills and her financial acumen and management
experience allow her to be a significant resource to the
Board.
Mark J. Silk,
56, director of the Company since 2014. Mr. Silk was
previously involved with the Company as both a customer and former
director. Mr. Silk is President and CEO of ThinKom Solutions,
Inc., a designer and manufacturer of high performance antenna
systems for the aeronautical and ground mobile satellite
communications industry. Mr. Silk is also an operating partner
in Blue Sea Capital, a middle-market private equity firm focused on
investments in aerospace and defense, healthcare and industrial
growth. Mr. Silk is also the owner and Chairman of Arrow
Engineering, Inc., which manufactures machined parts for the
military and commercial aerospace industry. Mr. Silk was
previously the President and CEO and a shareholder of Integrated
Aerospace, Inc., a supplier of landing gear and external fuel tanks
to the military and commercial aerospace industry and of Tri-Star
Electronics International, Inc., a manufacturer of high reliability
electrical contacts and specialty connectors for the military and
commercial aerospace industry. Mr. Silk’s broad industry
knowledge and diverse investment expertise provides the Board with
an expanded view of opportunities to grow the existing business and
factors for consideration regarding acquisition
opportunities.
Hudson D. Smith,
71, director of the Company since 1988. Mr. Smith is currently the
President of Forged Aerospace Sales, LLC. Mr. Smith previously
served the Company as Executive Vice President from 2003 through
2005; as Treasurer from 1983 through 2005; as President of SIFCO
Forge Group, the Company's Cleveland forging operation from 1998
through 2003; as Vice President and General Manager of SIFCO Forge
Group, from 1995 through 1997; as General Manager of SIFCO Forge
Group from 1989 through 1995; and as General Sales Manager of SIFCO
Forge Group from 1985 through 1989. Mr. Smith served as a board
member of the Forging Industry Association from 2004 through 2008.
Refer to “Director Compensation” below for a discussion of certain
transactions between Mr. Smith and the Company. Mr. Smith’s
historic and current involvement in the industry make him an
invaluable contributor to considerations of industry trends and
major customer matters.
Each of the foregoing nominees is recommended by the Nominating and
Governance Committee. There are, and during the past ten (10) years
there have been, no legal proceedings material in an evaluation of
the ability of any director or executive officer of the Company to
act in such capacity or concerning his or her integrity. There are
no family relationships among any of the directors and executive
officers except that Mr. Gotschall and Mr. Smith are
cousins.
STOCK OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND
NOMINEES
The following table sets forth, as of November 30, 2022, the number
of Common Shares of the Company beneficially owned and percent of
class by each director, nominee for director and named executive
officer and all directors and executive officers as a group,
according to information furnished to the Company by such
persons:
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Amount and Nature of
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Name of Beneficial Owner (1)
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Beneficial
Ownership
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Percent of Class |
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Mark J. Silk (2)
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781,969 |
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12.82% |
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Hudson D. Smith (2)(3)(4)
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287,430 |
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4.71% |
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Jeffrey P. Gotschall (2)(3)(4) |
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274,223 |
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4.50% |
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Peter W. Knapper |
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168,921 |
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2.77% |
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Donald C. Molten, Jr. |
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71,049 |
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1.17% |
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Norman E. Wells, Jr. (5) |
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65,263 |
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1.07% |
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Alayne L. Reitman (2) |
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56,261 |
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Thomas R. Kubera |
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39,051 |
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* |
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All Directors and Executive Officers as a Group (8
persons) |
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1,744,167 |
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28.60% |
*Common Shares owned are less than one
percent of class.
(1) Unless otherwise stated below, the named
person owns all of such shares of record and has sole voting and
investment power as to those shares.
(2) In the cases of Mr. Gotschall, Ms.
Reitman, Mr. Smith, and Mr. Silk, the amount in the table includes
400 shares, 30 shares, 10,655 shares, and 300,000 shares,
respectively, owned by their spouses and any children or in trust
for any of them, their spouses, and their lineal
descendants.
(3) Includes Voting Trust Certificates
issued by the aforementioned (see page 5) Voting Trust representing
an equivalent number of Common Shares held by such Trust as
follows: Mr. Gotschall – 219,723 and Mr. Smith –
228,021.
(4) Mr. Gotschall and Mr. Smith are
cousins.
(5) Mr. Wells, Jr. is retiring upon the
expiration of his term effective January 31, 2023.
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
Board of Directors -
The Company's Board of Directors held eight (8) scheduled meetings
during fiscal 2022. The Board of Directors' standing committees are
the Audit, Compensation, and Nominating and Governance Committees.
From time-to-time, the Board may determine that it is appropriate
to form a special committee of its independent directors to address
a particular matter(s) not specific to one of its standing
committees. Directors are expected to attend Board meetings, the
annual shareholders’ meeting, and meetings of the committees on
which he or she serves. During fiscal 2022, each director attended
at least 75% of the total number of meetings of the Board and the
committees on which he or she served.
SIFCO’s independent directors meet in executive session at each
regularly scheduled Board meeting, which are presided over by the
Chairman of the Board. All directors attended the Company’s 2022
Annual Meeting of Shareholders, which was held
virtually.
Director Independence
-
The members of the Board of Directors' standing committees are
all
independent directors as defined in Section 803 of the NYSE
American Company Guide. The Board has affirmatively determined that
Mr. Gotschall, Mr. Molten, Jr., Ms. Reitman, Mr. Wells, Jr. and Mr.
Silk meet
these standards of independence.
There are no undisclosed transactions, relationships, or
arrangements between the Company and any of such directors. The
Board has affirmatively determined that Mr. Knapper, current
employee of the Company and Mr. Smith, due to his relationship as
described in the Director Compensation section included herein, do
not meet these standards of independence, are therefore not
independent and, accordingly, are not members of any of the Board’s
standing committees.
Board Committees
Audit Committee
- The functions of the Audit Committee are to select, subject to
shareholder ratification, the Company’s independent registered
public accounting firm; to approve all non-audit related services
performed by the Company’s independent registered public accounting
firm; to determine the scope of the audit; to discuss any special
considerations that may arise during the course of the audit; and
to review the audit and its findings for the purpose of reporting
to the Board of Directors. Further, the Audit Committee receives a
written statement delineating the relationship between the
independent registered public accounting firm and the Company. None
of the members of the Audit Committee participated in the
preparation of the Company’s financial statements at any time
during the past three (3) years. The members of the Audit Committee
are all
independent directors as defined in Section 803 of the NYSE
American Company Guide and SEC Rule 10A-3. Each member of the Audit
Committee is
financially literate, and Ms. Reitman is designated as the Audit
Committee financial expert. None of the Audit Committee members
serve on more than one (1) other public company audit committee.
The Audit Committee, currently composed of Ms. Reitman
(Chairperson), Mr. Gotschall, Mr. Molten, Jr., Mr. Wells, Jr., and
Mr. Silk. The Audit Committee held four (4) meetings during fiscal
2022. The Audit Committee operates under a written charter that is
available on the Company’s website at www.sifco.com.
Compensation Committee
- The functions of the Compensation Committee are to review and
make recommendations to the Board to ensure that the Company's
executive compensation and benefit programs are consistent with its
compensation philosophy and corporate governance guidelines and,
subject to the approval of the Board, to establish the executive
compensation packages offered to directors and officers. Officers’
base salary, target annual incentive compensation awards and
granting of long-term equity-based incentive compensation,
and
the number of shares that should be subject to each equity
instrument so granted, are set at competitive levels with the
opportunity to earn competitive pay for targeted performance as
measured against the performance of a peer group of companies. The
Compensation Committee is appointed by the Board, and consists
entirely of directors who are independent directors as defined in
Section 803 of the NYSE American Company Guide. The Compensation
Committee is currently composed of Mr. Wells, Jr. (Chairperson),
Mr. Gotschall, Mr. Molten, Jr., Ms. Reitman, and Mr. Silk. The
Compensation Committee held four (4) meetings during fiscal 2022
and certain discussions were, where appropriate, conducted by the
full Board or all of the non-management directors. The Compensation
Committee operates under a written charter that is available on the
Company’s website at www.sifco.com. If re-elected as a director,
Mr. Molten, Jr. will take over as the Chairperson of the
Compensation Committee following Mr. Wells, Jr's.
retirement.
Nominating and Governance Committee
- The functions of the Nominating and Governance Committee are to
recommend candidates for the Board of Directors and address issues
relating to (i) senior management performance and Board succession
and (ii) the composition and procedures of the Board. The
Nominating and Governance Committee is currently composed of Mr.
Molten, Jr. (Chairperson), Mr. Gotschall, Ms. Reitman, Mr. Silk and
Mr. Wells, Jr. The members of the Nominating and Governance
Committee are all independent directors as defined in Section 803
of the NYSE American Company Guide. The Nominating and Governance
Committee held four (4) meetings during fiscal 2022. Certain
functions, where appropriate were conducted by the full Board or
independent directors, as applicable. The Nominating and Governance
Committee operates under a written charter that is available on the
Company’s website at www.sifco.com.
Board Role in Risk Oversight
- The Board reviews the Company’s annual plan and strategic plan,
which address, among other things, the risks and opportunities
facing the Company. The Board also has overall responsibility for
executive officer succession planning, and discusses and reviews
succession planning on a regular basis. Certain areas of oversight
may be delegated to the relevant committees of the Board and the
committees report back to the full Board on their deliberations.
This oversight is enabled by reporting processes that are designed
to provide visibility to the Board about the identification,
assessment, monitoring and management of enterprise-wide risks.
Management incorporates enterprise risk assessments of the Company
as part of its annual planning process, including each of its
business segments, and presents it to the Board for review as part
of senior management’s annual planning process. The Board monitors
enterprise-wide risk management with management periodically
throughout the year and more frequently where needed. The Board has
remained actively engaged with management in monitoring and
responding to the residual impacts of the COVID-19 pandemic and its
impact on the commercial aerospace industry. Management remains in
regular communication with the Board regarding the impact of
recovery efforts, and the management of risks and strategy
decisions. The principal areas of this risk assessment include a
review of strategic business, financial, operational, compliance
and technology objectives and the potential risk for the Company.
In addition, on an ongoing basis: (a) the Audit Committee
maintains primary responsibility for oversight of risks and
exposures pertaining to the accounting, auditing and financial
reporting processes of the Company; (b) the Compensation
Committee maintains primary responsibility for risks and exposures
associated with oversight of the administration and implementation
of our compensation policies; and (c) the Nominating and
Governance Committee maintains primary responsibility for risks and
exposures associated with corporate governance and succession
planning.
Separation of Role of Chairman of the Board and CEO
- Mr. Wells, Jr., an independent director, serves as Chairman of
the Board, a position he has held since July 1, 2016 and is
retiring at the end of his term on January 31, 2023. If
re-elected as a director, Ms. Reitman will become Chair of the
Board following Mr. Wells, Jr's.' retirement. The Company has
determined its current structure to be most effective as the
Chairperson serves as a liaison between its directors and
management and helps to maintain communication and discussion among
the Board and management, while allowing the CEO to focus on the
execution of business strategy, growth and development. The
Chairperson serves in a presiding capacity at Board meetings and
has such other duties as are determined by the Board from time to
time.
Process for Selecting and Nominating Directors
- In its role as the nominating body for the Board, the Nominating
and Governance Committee reviews the credentials of potential
director candidates (including any potential candidates recommended
by shareholders), conducts interviews and makes formal
recommendations to the Board for the annual and any interim
election of directors. The
Nominating and Governance Committee will consider shareholder
nominations for directors at any time. Any shareholder desiring to
have a nominee considered by the Nominating and Governance
Committee should submit such recommendation in writing to a member
of the Nominating and Governance Committee or the Corporate
Secretary of the Company at its principal executive offices, c/o
SIFCO Industries, Inc., 970 East 64th
Street, Cleveland, Ohio 44103. The recommendation letter should
include the shareholder’s own name, address and the number of
shares owned and the candidate’s name, age, business address,
residence address, and principal occupation, as well as the number
of shares the candidate owns. The letter should provide all the
information that would need to be disclosed in the solicitation of
proxies for the election of directors under federal securities
laws. Finally, the shareholder should also submit the recommended
candidate’s written consent to be elected and commitment to serve
if elected. The Company may also require a candidate to furnish
additional information regarding his or her eligibility and
qualifications.
Communications with the Board of Directors
- Shareholders and other interested parties may communicate their
concerns directly to the entire Board of Directors or specifically
to non-management directors of the Board. Such communication can be
confidential or anonymous, if so designated, and may be submitted
in writing to the following address: Board of Directors, SIFCO
Industries, Inc., c/o Ms. Megan L. Mehalko, Corporate
Secretary, 970 E. 64th
Street, Cleveland, Ohio 44103, who will forward the communication
to the specified director(s) as necessary.
Corporate Governance Guidelines and Code of Ethics
-
We are committed to high standards of business integrity and
corporate governance.
The Company’s Code of Ethics applies to all of its Directors and
its employees, including its Chief Executive Officer and its Chief
Financial Officer. The Code of Ethics (including any amendments to,
or related waivers from, the Code of Ethics), the Company's
Corporate Governance Guidelines and Policies and all committee
charters are posted in the Investor Relations portion of the
Company's website at www.sifco.com.
Anti-Hedging and Anti-Pledging Practices
- Our insider trading policy prohibits our directors, officers and
employees from (a) engaging in any transactions (e.g., puts, calls,
options, other derivative securities, collars, forward sales
contracts, or selling short) with respect to Company stock, the
purpose of which is to hedge or offset any decrease in market value
of such stock and (b) purchasing Company stock on margin, borrowing
against Company stock on margin, or pledging Company stock as
collateral for any loan.
Certain Relationships and Related Transactions
-
There were no transactions between the Company and its officers,
directors or any person related to its officers or directors, or
with any holder of more than 5% of the Company’s Common Shares,
either during fiscal 2022 or up to the date of this proxy
statement, except for the continued sales representative agreement
between the Company and Mr. Smith that is discussed below under the
heading “Director Compensation.”
The Company reviews all transactions between the Company and any of
its officers and directors. The Company’s Code of Ethics emphasizes
the importance of avoiding situations or transactions in which
personal interests may interfere with the best interests of the
Company or its shareholders. In addition, the Company’s general
corporate governance practice includes board-level discussion and
assessment of procedures for discussing and assessing
relationships, including business, financial, familial and
nonprofit, among the Company and its officers and directors, to the
extent that they may arise. The Board reviews any transaction with
an officer or director to determine, on a case-by-case basis,
whether a conflict of interest exists. The Board ensures that all
directors voting on such a matter have no interest in the matter
and discusses the transaction with legal counsel as the Board deems
necessary. The Board will generally delegate the task of
discussing, reviewing and approving transactions between the
Company and any of its related persons to the Audit
Committee.
EXECUTIVE COMPENSATION
The Company is a “smaller reporting company” under the rules
promulgated by the SEC and complies with the disclosure
requirements specifically applicable to smaller reporting
companies. This section and summary compensation table are not
intended to meet the “Compensation Disclosure and Analysis”
disclosure that is required to be made by larger reporting
companies.
Executive Summary:
This section contains information about the compensation paid to
the Company's Named Executive Officers ("NEOs") during its fiscal
years ended September 30, 2022 and 2021. The following should be
read in conjunction with the information presented in the
compensation tables, the footnotes to those tables and the related
disclosures appearing later in this section. The tables and related
disclosures contain specific information about the compensation
earned or paid during the fiscal years ending September 30,
2022 and 2021 to the following individuals, who were
determined to be the Company's NEOs:
•Peter
W. Knapper, President and Chief Executive Officer
•Thomas
R. Kubera, Chief Financial Officer
Pay Philosophy and Practices
Role of Compensation Committee:
Five (5) independent directors comprised
the Company’s Compensation Committee in 2022, which is responsible
for establishing and administering the Company’s compensation
policies, programs, and procedures. In performing its duties, the
Compensation Committee may request information from senior
management regarding the Company’s performance, pay and programs to
assist it in its actions. Moreover, the Compensation Committee has
the authority to retain outside advisors as needed to assist it in
reviewing the Company’s programs, revising them and providing
analysis regarding competitive pay information. The Compensation
Committee annually reviews and establishes the goals used for the
Company's incentive compensation plans. In addition, it annually
assesses the performance of the Company and the Chief Executive
Officer. Based on this evaluation, the Compensation Committee then
recommends the Chief Executive Officer’s compensation for the next
year to the Board for its consideration and approval. In addition,
the Compensation Committee reviews the Chief Executive Officer’s
compensation recommendations for the remaining NEOs, providing
appropriate input and approving final actions. Finally, the
Compensation Committee provides approval for the Chief Executive
Officer's recommendations of the compensation of other key
executives.
Role of Senior Management:
The Company’s management serves in an
advisory or support capacity as the Compensation Committee carries
out its charter. Typically, the Company’s Chief Executive Officer
participates in meetings of the Compensation Committee, but does
not participate in discussion regarding compensation of the Chief
Executive Officer. The Company’s other NEOs and senior management
may participate as necessary or at the Compensation Committee’s
request. The NEOs and senior management normally provide the
Compensation Committee with information regarding the Company’s
performance, as well as information regarding executives who
participate in the Company’s various plans. Such data is usually
focused on the executives’ historical pay and benefit levels, plan
costs, context for how programs have changed over time and input
regarding particular management issues that need to be addressed.
In addition, management may furnish similar information to
independent compensation advisors engaged from time to time by the
Compensation Committee. Management provides input regarding the
recommendations made by outside advisors or the Compensation
Committee. Management implements, communicates and administers the
programs approved by the Compensation Committee. The Chief
Executive Officer annually evaluates the performance of the Company
and its other NEOs. Based on his evaluation, he provides the
Compensation Committee with his recommendations regarding the pay
for the other NEOs and senior executives for its consideration,
input and approval. The Compensation Committee, in turn, authorizes
the Chief Executive Officer to establish the pay for the Company’s
other executives based on terms consistent with those used to
establish the pay of the NEOs. Members of management present at
meetings when pay is discussed are recused from such discussions
when the Compensation Committee focuses on their individual
pay.
Use of Market Pay Study and Independent Compensation
Consultant
In establishing and evaluating fiscal 2022
compensation for our NEOs, the Company used market data from the
Economic Research Institute's Executive Compensation Assessor. The
Economic Research Institute data reflected compensation levels at
companies of similar size engaged in aircraft parts manufacturing
and applied geographic pay differentials to reflect the location of
our operations. The Compensation Committee did not engage an
outside compensation consultant during the 2022 fiscal
year.
Summary Compensation Table
The following table sets forth information regarding the
compensation of the Company’s President and Chief Executive Officer
and the Chief Financial Officer, who are the only named executive
officers of the Company, for the fiscal years ended September 30,
2022 and 2021, respectively:
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Summary Compensation Table |
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) |
Non- Equity Incentive Plan Compensation ($) (2) |
Non qualified Deferred Compensation Earnings ($) |
All Other
Compensation
($) (3) |
Total ($) |
|
Peter W. Knapper |
2022 |
$ |
423,877 |
|
$ |
— |
|
$ |
201,728 |
|
$ |
— |
|
$ |
140,479 |
|
$ |
— |
|
$ |
15,250 |
|
$ |
781,334 |
|
|
President and CEO |
2021 |
$ |
408,470 |
|
$ |
— |
|
$ |
187,000 |
|
$ |
— |
|
$ |
260,010 |
|
$ |
— |
|
$ |
14,500 |
|
$ |
869,980 |
|
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|
|
|
|
|
|
|
|
|
|
Thomas R. Kubera |
2022 |
$ |
253,805 |
|
$ |
— |
|
$ |
72,120 |
|
$ |
— |
|
$ |
51,056 |
|
$ |
— |
|
$ |
10,782 |
|
$ |
387,763 |
|
|
CFO |
2021 |
$ |
235,040 |
|
$ |
— |
|
$ |
52,360 |
|
$ |
— |
|
$ |
90,200 |
|
$ |
— |
|
$ |
10,885 |
|
$ |
388,485 |
|
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|
(1)Amounts
shown do not reflect compensation actually received by the
executive officer. The awards for which amounts are shown in this
column include the stock awards granted under the Company's 2007
Long-Term Incentive Plan (amended and restated as of November 16,
2016) (referred to as the "Plan").
The above amounts represent the grant date fair values of the stock
awards granted in fiscal 2022 and 2021, as measured in accordance
with Financial Accounting Standards Board ("FASB") Accounting
Standard Codification Topic 718, Compensation – Stock Compensation.
Such fair value is based on the target number of restricted and
performance-based stock awards granted in each of the two (2)
fiscal years noted multiplied by the closing market price of the
Company’s Common Shares on the NYSE American Exchange on the date
of grant.
(2)Reflects
the value of annual incentive compensation earnings for named
executive officers.
(3)All
other compensation for Messrs. Knapper and Kubera consists of
amounts contributed by the Company as matching contributions
pursuant to the SIFCO Industries, Inc. Employees' 401(k) Plan, a
defined contribution plan.
Compensation Updates Following the 2022 Fiscal Year
End
During and following the conclusion of the
Company’s fiscal 2022 year-end, the Compensation Committee
considered the Company’s existing practices for setting performance
targets for payout under the annual cash incentive compensation
plan.
The Compensation Committee determined that incentive compensation
will only be paid if cash availability is maintained above a
certain threshold and if performance exceeds the consolidated
adjusted EBITDA plan for fiscal 2023 (representing more challenging
performance targets when compared to prior year’s
targets).
The Compensation Committee also decided to continue the Company’s
practice of executive long-term incentive plan grants to the
Company's NEOs. Following the initial determination regarding the
equity award grants to which the CEO was entitled to under the
Company's long-term incentive plan, the CEO requested and the
Compensation Committee agreed that 29,000 of the time-based and
performance share equity awards that otherwise have been awarded to
Mr. Knapper under the LTIP would be allocated to other personnel.
Following this, the CEO was awarded a grant of 15,000 shares
(comprised of a mix of time-based restricted stock and performance
shares) and the CFO a grant of 12,000 shares (comprised of a mix of
time-based restricted stock and
performance shares). The remaining shares under the LTIP were
allocated among eligible participants, taking into account the
CEO’s recommendations for such allocations. The performance metrics
and vesting schedule remain unchanged from prior years’
practice.
Outstanding Equity Awards
For each individual named in the Summary Compensation Table, set
forth below is information relating to such person’s ownership of
unearned restricted shares and performance-based shares at
September 30, 2022, except for performance shares that would have
vested at September 30, 2022. The performance goals for these
shares were not met and, accordingly, no shares were paid out.
There were no outstanding stock options at September 30,
2022.
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Outstanding Equity Awards at Fiscal Year-End |
|
Name |
|
Stock Awards |
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)
(1) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested (#) |
Equity Incentive Plan Award: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested ($)
(1) |
|
|
Peter W. Knapper |
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Restricted Shares |
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|
— |
|
$ |
— |
|
59,886 |
|
$ |
183,850 |
|
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Performance Shares |
|
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|
|
— |
|
$ |
— |
|
49,630 |
|
$ |
152,364 |
|
|
Thomas R. Kubera |
|
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|
Restricted Shares |
|
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|
|
— |
|
$ |
— |
|
23,206 |
|
$ |
71,242 |
|
|
Performance Shares |
|
|
|
|
— |
|
$ |
— |
|
13,809 |
|
$ |
42,394 |
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(1)Based
upon the closing market price of the Company’s Common Shares on the
NYSE American Exchange on September 30, 2022, which was
$3.07
Defined Benefit Pension Plan
None of the NEOs participate in the Company's defined benefit
pension plan for salaried employees, which was frozen to new
entrants and ceased future benefit accruals as of March 1,
2003.
Supplemental Executive Retirement Plan
None of the NEOs participate in the Company's non-qualified
Supplemental Executive Retirement Plan ("SERP"), which was frozen
to new entrants and ceased future benefit accruals as of March 1,
2003.
Potential Payments Upon Termination or
Change-in-Control
The Company is party to a Change in Control and Severance Agreement
with Mr. Knapper, which provides severance benefits in the event of
his involuntary termination with or without a change in control.
The Company is also a party to a Change in Control Agreement with
Mr. Kubera which provides severance benefits in the event of his
involuntary termination with a change in control. The purpose of
these agreements is to reinforce
and encourage the continued dedication of these executives and
diminish any potential distraction in the face of (i) solicitations
by other employers and (ii) the potentially disruptive
circumstances arising from the possibility of a change in control
of the Company. These agreements provide the following
benefits:
•In
the case of Mr. Knapper, if Mr. Knapper is terminated involuntarily
without a change in control prior to June 29, 2025, or if Mr.
Knapper is terminated other than for cause or if he terminates his
employment for good reason within the two (2) year period following
a change in control, the Change in Control and Severance Agreement
provides for a lump sum severance payment equal to 200% of his
annual base salary in effect at the time of termination,
continuation of health and welfare insurance coverage for up to 24
months following termination, and pro-rata vesting of any
outstanding equity awards under the Plan. Beginning with the
2021-2023 grants under the Plan, Mr. Knapper's Equity Award
Agreements provide partial vesting of outstanding performance
awards and full vesting of restricted stock awards if Mr. Knapper
is terminated involuntarily following a Change in
Control.
•In
the case of Mr. Kubera, if, within the two year period following a
change of control, Mr. Kubera is terminated other than for cause or
if he terminates with good reason, the Change In Control Agreement
provides for a lump sum severance payment equal to 150% of his
annual base salary in effect at the time of termination and
continuation of health and welfare insurance coverage for up to 24
months following termination. Beginning with the 2021-2023 grants
under the Plan, Mr. Kubera's Equity Award Agreements provide
partial vesting of outstanding performance awards and full vesting
of restricted stock awards if Mr. Kubera is terminated
involuntarily following a Change in Control.
The following table describes the potential payments upon
termination of employment of Messrs. Knapper and Kubera. The table
assumes the executive's employment was terminated on September 30,
2022, the last business day of the Company’s 2022 fiscal
year.
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Potential Payments Upon Termination of Employment |
Name
and
Principal Position |
Voluntary
Termination
|
Involuntary Not For Cause (or For Good Reason) Termination –
without a Change in Control ($) |
Involuntary Not For Cause (or For Good Reason) Termination –
with a Change in
Control ($) (1) |
|
Peter W. Knapper
Severance
Accelerated Vested Performance and Restricted Stock
awards
Health & Welfare Insurance
|
-0-
-0-
-0- |
$856,800
$183,850
$ 52,032 |
$856,800
$183,850
$ 52,032 |
|
Thomas R. Kubera
Severance
Accelerated Vested Performance and Restricted Stock
awards
Health & Welfare Insurance
|
-0-
-0-
-0- |
-0-
-0-
-0- |
$390,780
$ 71,242
$ 52,032 |
(1)The
value of the accelerated vested restricted stock and performance
stock awards is determined based on the closing price of the
Company's stock as of September 30, 2022, which was
$3.07.
DIRECTOR COMPENSATION
Board compensation was evaluated in
November 2022 for fiscal 2023. The annual cash retainer for the
Board Chairman was set at $60,000. The annual cash retainer for all
other non-employee directors was set at $40,000. In addition,
Committee members continue to receive a $4,000 cash retainer per
year with respect to the committee(s) on which he or she serves.
The Chair of the Audit Committee receives an additional $14,000
cash retainer per year; the Chair of the Compensation Committee
receives an additional $9,000 cash retainer per year; and each
Chair of the Nominating and Governance Committee and Special
Committee, if any, receive an additional $7,000 cash retainer per
year. Directors who are employees of the Company do not receive the
annual retainer or other consideration with respect to their
service on the Board. In light of the potential dilutive effect of
the Company's granting of equity awards, a fixed-share equity grant
was approved for 2023. The Board Chair will receive 8,000 shares
and all other non-employee directors will receive 6,000
shares.
Under the Director Compensation Policy in
fiscal 2022, each non-employee director had a target annual equity
award equal to a grant date value of $50,000. The Chairman of the
Board had a target annual equity award value of $75,000. Each
non-employee director who held such position on the date of the
annual meeting of the shareholders was awarded 6,402 shares of our
Common Stock and the Chairman of the Board was awarded 9,603 shares
of our Common Stock.
The Company's Amended and Restated Code of
Regulations provides that it will indemnify any director or former
directors who was or is a party or is threatened to be made a party
to any matter, whether civil, criminal, administrative or
investigative, by reason of the fact that the individual is or was
a director of the Company.
The Company also currently has in effect director and officer
insurance coverage.
The following table shows the compensation
paid to each of the non-employee directors during fiscal 2022. Mr.
Knapper did not receive any additional compensation for his
services as a director; see the Summary Compensation Table for
information regarding our CEO's compensation.
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Director Compensation Table |
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Director Compensation for Fiscal 2022 |
Name |
Fees
Earned or Paid
in Cash ($) |
Stock
Awards ($) (1) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation
Earnings |
All
Other
Compensation ($) (2) |
Total ($) |
|
Jeffrey P. Gotschall |
$ |
34,000 |
|
$ |
42,189 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
76,189 |
|
Donald
C. Molten, Jr. |
$ |
41,000 |
|
$ |
42,189 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
83,189 |
|
Alayne
L. Reitman |
$ |
48,000 |
|
$ |
42,189 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
90,189 |
|
|
Mark J. Silk |
$ |
34,000 |
|
$ |
42,189 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
76,189 |
|
Hudson D. Smith |
$ |
30,000 |
|
$ |
42,189 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
206,438 |
|
$ |
278,627 |
|
Norman
E. Wells, Jr. |
$ |
58,000 |
|
$ |
63,284 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
121,284 |
|
(1)Each
non-employee Director except Mr. Wells, Jr. was awarded 6,402
restricted shares of the Company’s common stock. Mr. Wells, Jr., as
Chairman, was awarded 9,603 restricted shares of the Company's
common stock. Fair value is based on (i) the number of restricted
stock awards granted in fiscal 2022 multiplied by (ii) the closing
market price of the Company’s Common Shares on the NYSE American
Exchange on the date of grant, which was $6.59.
(2)With
respect to Mr. Smith, all other compensation consists of payments
made to Forged Aerospace Sales, LLC, an entity affiliated to Mr.
Smith, during fiscal 2022 under the Sales Representative Agreement,
further described below, for services other than as
director.
Mr. Smith previously held several executive level positions with
the Company and, in connection with his resignation from such
executive position with the Company, Mr. Smith, through his
affiliated entity, Forged Aerospace Sales, LLC, continues to
maintain a Sales Representative Agreement with the Company, the
terms of which are substantially the same as the terms of other
agreements the Company maintains with its third-party sales
representatives and which Mr. Smith did not participate in
negotiating. Compensation under the Sales Representative Agreement,
which resulted in payments of $206,438 in fiscal 2022, is based
strictly upon earned sales commissions with no guaranteed minimum
obligation to Mr. Smith and/or to Forged Aerospace Sales,
LLC.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Fees
paid or payable to Grant Thornton LLP for the audits of the annual
financial statements included in the Company’s Form 10-K and for
the reviews of the interim financial statements included in the
Company's Forms 10-Q for the years ended September 30, 2022 and
2021 were $604,678 and $511,072, respectively. The Audit Committee
has sole responsibility for determining whether and under what
circumstances an independent registered public accounting firm may
be engaged to perform audit-related services and must pre-approve
any non-audit related service performed by such firm. In fiscal
2022, audit and non-audit related fees, to the extent they were
incurred, were pre-approved by the Audit Committee.
Non-Audit Related Fees
There were no Fees paid or payable to Grant Thornton LLP for
non-audit related services for the years ended September 30, 2022
and 2021.
Tax Fees
There were no fees paid or payable during fiscal 2022 or 2021 to
Grant Thornton LLP for tax compliance or consulting
services.
All Other Fees
There were no fees paid or payable during
fiscal 2022 or 2021 to Grant Thornton LLP for products or services
other than the professional services described above.
AUDIT COMMITTEE REPORT
The Audit Committee reviewed and discussed
the audited financial statements of the Company for the
fiscal year
ended September 30, 2022, with the Company's management and with
the Company's independent registered public accounting firm, Grant
Thornton LLP. The Audit Committee also has (i) discussed with Grant
Thornton LLP the matters required to be discussed by the applicable
requirements of the Public Company Accounting Board ("PCAOB"),
including Auditing Standard No. 1301, Communications with Audit
Committees, as adopted by the PCAOB and SEC, (ii) received the
written communications from Grant Thornton LLP pursuant to the
applicable requirements of the PCAOB certifying the firm’s
independence and (iii) the Audit Committee discussed the
independence of Grant Thornton LLP with that firm. Grant Thornton
LLP has confirmed to the Company that it is in compliance with all
rules, standards and policies of the Independence Standards board
and the SEC governing auditor independence.
The Audit Committee operates under a
written charter as last amended in May 2020.
Based upon the Audit Committee's review and discussions noted
above, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2022 to be filed with the SEC.
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Audit Committee |
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Alayne L. Reitman; Chairperson |
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Jeffrey P. Gotschall |
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Donald C. Molten, Jr. |
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Mark J. Silk
|
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Norman E. Wells, Jr.
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PROPOSAL 2 – TO RATIFY THE SELECTION OF AUDITORS
The firm of Grant Thornton LLP has been the
Company's independent registered public accounting firm since 2002.
The Board of Directors has chosen that firm to audit the accounts
of the Company and its consolidated subsidiaries for the fiscal
year ending September 30, 2023. Ratification of the
retention of our independent registered public accounting firm is
considered approved with the affirmative vote of a majority of the
Common Shares present and voting at the 2023 Annual Meeting (in
person or by proxy).
Proposal No. 2 is a non-binding proposal. Although shareholder
ratification is not required under the laws of the State of Ohio,
the appointment of Grant Thornton LLP is being submitted to the
Company’s shareholders for ratification at the 2023 Annual Meeting
in order to provide a means by which our shareholders may
communicate their opinion to the Audit Committee. If our
shareholders do not ratify the appointment of Grant Thornton LLP,
the Audit Committee will reconsider the appointment, but is not
obligated to change the appointment, and may for other reasons be
unable to make another appointment. Grant Thornton LLP has advised
the Company that neither the firm nor any of its members or
associates has any direct or indirect financial interest in the
Company or any of its affiliates other than as
auditors.
Board Recommendation
- the Board of Directors recommends that you vote
FOR
the ratification of the selection of Grant Thornton LLP as the
independent registered public accounting firm of the Company for
the year ending September 30, 2023. Unless you instruct otherwise
on your proxy card or in person, your proxy will be voted in
accordance with the Board’s recommendation.
Representatives of Grant Thornton LLP are expected to be present at
the 2023 Annual Meeting and will be provided with the opportunity
to make a statement if they desire to do so and to be available to
respond to appropriate questions.
PROPOSAL 3 – TO CAST A NON-BINDING ADVISORY VOTE ON EXECUTIVE
COMPENSATION
As required by Section 14A of the Security
Exchange Act of 1934, this proposal, commonly known as a
"say-on-pay" proposal, gives you, as a shareholder the opportunity
to endorse or not to endorse our executive compensation program
through the following resolution:
"RESOLVED, that the shareholders approve
the compensation paid to our NEOs, as disclosed pursuant to the
compensation disclosure rules of the SEC, including the
compensation tables and accompanying narrative disclosure under the
Executive Compensation section in this proxy
statement."
The Compensation Committee's compensation
objectives are to attract and retain highly qualified individuals
with a demonstrated record of achievement; reward past performance,
provide incentives for future performance, and align the interests
of the NEOs with the interests of the shareholders. To do this, we
currently offer a competitive total compensation package. The
Compensation Committee has determined that the compensation
structure for our NEOs is effective and appropriate.
The vote on this Proposal 3 is non-binding
and advisory in nature, which means that the vote is not binding
the Company, our Board of Directors or any of the committees of our
Board of Directors. This "say-on-pay" proposal will be held every
three (3) years; the next non-binding advisory vote on "say-on-pay"
will be held
at the 2026 Annual Meeting. The next vote on the frequency of the
"say-on-pay" vote will also be held at the 2026 Annual
Meeting.
Board Recommendation -
The Board of Directors recommends that you
vote FOR Proposal
3 relating to the approval of the Company's executive
compensation.
SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING OF
SHAREHOLDERS
A shareholder who intends to present a proposal at the 2024 Annual
Meeting, and who wishes to have the proposal included in the
Company's proxy statement and form of proxy for that meeting, must
deliver the proposal to the Company no later than August 21, 2023.
Any shareholder proposal submitted other than for inclusion in the
Company's proxy materials for the 2024 Annual Meeting must be
delivered to the Company no later than October 30, 2023 or such
proposal will be considered untimely. If a shareholder proposal is
received after October 30, 2023, the Company may vote, in its
discretion as to the proposal, all of the Common Shares for which
it has received proxies for the 2024 Annual Meeting.
OTHER MATTERS
The Company does not know of any other matters that will come
before the meeting. In case any other matter should properly come
before the 2023 Annual Meeting, it is the intention of the persons
named in the enclosed proxy or their substitutions to vote in
accordance with their best judgment in accordance with the
recommendation of the Board of Directors or, in the absence of such
a recommendation, in accordance with their judgment pursuant to the
discretionary authority conferred by the enclosed
proxy.
NO INCORPORATION BY REFERENCE
The Audit Committee Report (including reference to the independence
of the Audit Committee members) is not deemed filed with the SEC or
subject to the liabilities of Section 18 of the Securities Act
of 1933, as amended ("Securities Act"), and shall not be deemed
incorporated by reference into any prior or future filings made by
us under the Securities Act, or the Exchange Act, except to the
extent that we specifically incorporate such information by
reference. The section of the Proxy Statement entitled "Proposal to
Elect Six (6) Directors,"
"Corporate Governance and Board of Director Matters," "Executive
Compensation," "Director Compensation," and "Principal Accounting
Fees and Services" are specifically incorporated by reference in
the Company’s Annual Report
on Form 10-K for the fiscal year ended September 30,
2022.
NOTICE REGARDING DELIVERY OF SECURITY HOLDER
DOCUMENTS
The SEC permits companies to send a single set of annual disclosure
documents to any household at which two (2) or more stockholders
reside, unless contrary instructions have been received, but only
if the Company provides advance notice and follows certain
procedures. In such cases, such stockholders continue to receive a
separate notice of the meeting and proxy card. This “householding”
process reduces the volume of duplicate information and reduces
printing and mailing expenses. The Company has not instituted
householding for shareholders of record; however, a number of
brokerage firms may have instituted householding for beneficial
owners of the Company’s Common Shares held through such brokerage
firms. If your family has multiple accounts holding shares of
Common Shares of the Company, you already may have received
householding notification from your broker. Please contact your
broker directly if you have any questions or require additional
copies of the annual disclosure documents. The broker will arrange
for delivery of a separate copy of this Proxy
Statement or our Annual Report promptly upon your written or oral
request. You may decide at any time to revoke your decision to
household, and thereby receive multiple copies.
EXECUTIVE OFFICERS OF THE COMPANY
Disclosure regarding the executive officers of the Company is set
forth in the Company’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2022 filed with the SEC under the
heading “Directors, Executive Officers and Corporate Governance”,
which is incorporated into this Proxy Statement by reference. This
Annual Report will be delivered to our shareholders with the Proxy
Statement. Copies of the Company’s filings with the SEC, including
the Annual Report, are available to any shareholder through the
SEC’s internet website at http://www.sec.gov or in person at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580,
Washington, DC 20549. Information regarding operations of the
Public Reference Room may also be obtained by calling the SEC at
1-800-SEC-0330. Shareholders may also access our SEC filings free
of charge on the Company’s own internet website at
http://www.sifco.com/proxy_materials. The content of the Company’s
website is available for informational purposes only, and is not
incorporated by reference into this Proxy Statement.
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By order of the Board of Directors. |
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SIFCO Industries, Inc.
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December 22, 2022 |
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Megan L. Mehalko,
Corporate Secretary
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Sifco Industries (AMEX:SIF)
Graphique Historique de l'Action
De Fév 2023 à Mar 2023
Sifco Industries (AMEX:SIF)
Graphique Historique de l'Action
De Mar 2022 à Mar 2023
