Edward F. Crawford
About Edward F. Crawford
Ambassador Edward F. Crawford, 86, is Chairman of the Board at Crawford United Corporation (CRAWA). He rejoined the Board and was appointed Chairman in 2021 after prior service from 2012–2019; between tenures he served as U.S. Ambassador to Ireland (2019–2021). He is not an independent director under NASDAQ standards. Core credentials include decades of operating leadership at Park‑Ohio Holdings Corp. and The Crawford Group, and extensive public-company board experience; he is the father of director Matthew V. Crawford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park‑Ohio Holdings Corp. | Chairman & CEO | 1992–2018 | Led diversified industrial holding company; deep operations and M&A experience |
| Park‑Ohio Holdings Corp. | President | 1992–2003; 2018–2019 | Executive leadership across cycles |
| Park‑Ohio Holdings Corp. | Director | 1992–2019 | Long-tenured board oversight |
| The Crawford Group | Chairman & CEO | Since 1964 | Venture capital/management consulting; strategic guidance |
| The Crawford Group | President | 1997–2003 | Operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Park‑Ohio Holdings Corp. | Director | Elected 2021; prior 1992–2019 | Park‑Ohio is publicly traded; multiple CRAWA related‑party transactions involve Park‑Ohio subsidiaries |
| Invacare Corporation / Invacare Holdings Corp. | Director | Aug 2022–May 2023 | Medical device company board service |
Board Governance
- Board role: Chairman of the Board since 2021; CEO role is separate, with Brian E. Powers as CEO—Board believes this structure is optimal .
- Independence: Board determined he is not independent (along with CEO Brian E. Powers and Matthew V. Crawford); Audit and Compensation Committees are composed of independent directors .
- Committees: Edward F. Crawford is not listed as a member of Audit, Compensation, or Nominations Committees; committee memberships at 12/31/2024 were Audit (Rosen, Wert, Smith), Compensation (Wert, Rosen, Jimenez), Nominations (Wert, Matthew V. Crawford, Rosen) .
- Attendance: Board met 3 times in FY2024; no director attended fewer than 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Compensation Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Retainer (Cash) | $500,000 | $750,000 |
| Meeting Fees | $0 (no fees for attending Board/Committee meetings) | $0 (no fees for attending Board/Committee meetings) |
| Equity Grant – Shares | 4,000 Class A shares (granted Jan 10, 2023) | 4,000 Class A shares (granted Jan 26, 2024) |
| Equity Grant – Fair Value | $58,000 (aggregate grant‑date fair value) | $138,000 (aggregate grant‑date fair value) |
| Equity Grant – Vesting | — | Vested in full at grant |
| Total Director Compensation | $558,000 | $888,000 |
Notes: Equity grant date fair values calculated under FASB ASC 718; 2024 awards under the 2023 Omnibus Equity Plan .
Performance Compensation
- Director stock awards are fully vested at grant and not disclosed as contingent on performance for non‑employee directors in 2024 . The Company’s 2023 Omnibus Equity Plan permits performance‑based awards with specified criteria; these may be used for executives/directors at the Committee’s discretion, but no performance metrics were disclosed as applied to Edward’s director compensation in 2024 .
| Potential Performance Metrics (per 2023 Omnibus Equity Plan) | Source |
|---|---|
| Stock price | |
| Market share | |
| Sales | |
| Earnings per share | |
| Return on equity | |
| Costs; Earnings; Economic profit (capital‑adjusted pre‑tax earnings) | |
| Net income; Operating income; Performance profit | |
| Gross margin; Revenue | |
| Working capital; Total assets; Net assets; Stockholders’ equity | |
| Cash flow |
Other Directorships & Interlocks
| Entity | Relationship to Edward/CRAWA | FY2024 Activity | Amount/Terms |
|---|---|---|---|
| First Francis Company Inc. | Owned/controlled 28% by Edward; 72% by Matthew; CRAWA assumes shared beneficial ownership of First Francis’s CRAWA stock | Refinanced Komtek‑related notes into single note due Oct 15, 2025; quarterly installments | 6.25% interest; $470,209 principal outstanding at 12/31/2024; $824,226 principal paid; $61,834 interest paid in 2024 |
| Federal Hose facility lease (Painesville, OH) | Lease with Edward related to Federal Hose (acquired from First Francis in 2016) | Rent payments by CRAWA subsidiary | $180,000 total in 2024 ($15,000/month) |
| Francis Brookpark LLC (Komtek Forge, Worcester, MA) | Lease with Edward‑owned entity assumed in Komtek acquisition | Rent payments by CRAWA subsidiary | $120,000 total in 2024 ($10,000/month) |
| Fluid Routing Systems (FRS) – Park‑Ohio subsidiary | Edward is Park‑Ohio director; intercompany purchases/sales and lease previously | CRAWA purchased extruded/thermoplastic hose; FRS purchased steel hose/parts; CRAWA paid rent; lease terminated in 2024 | Purchases: $38,487; Sales to FRS: $3,840; Rent: $77,000 in 2024 |
| HydraPower Dynamics – Park‑Ohio subsidiary | Edward is Park‑Ohio director | CRAWA purchased silicone hose | $245,414 in 2024 |
| Supply Technologies – Park‑Ohio subsidiary | Edward is Park‑Ohio director | CRAWA purchased supplies; Supply Tech bought parts from CRAWA subsidiary | Purchases: $24,702; Sales to Supply Tech: $3,772 in 2024 |
| Ajax‑Tocco Magnathermic – Park‑Ohio subsidiary | Edward is Park‑Ohio director | Completion payment for induction heater project | $97,755 incremental payment in 2024 (after $381,420 in 2023) |
| Air Power Dynamics, LLC | Controlled by Edward | Purchase of used aerospace tooling machine by CRAWA subsidiary | Paid in 741 Class A shares at implied $40.50 per share |
| Azurite Management, LLC | Controlled by director Steven H. Rosen | Transaction consulting services to CRAWA | $80,000 in 2024 |
Related‑party history also includes Federal Hose acquisition terms and Komtek Forge consideration (prior years), and other 2023 transactions (e.g., Reverso Separ boat purchase for $35,000 directly from Edward) .
Expertise & Qualifications
- Extensive public/private company leadership; decades of industrial operations, capital allocation, and M&A at Park‑Ohio and The Crawford Group .
- Diplomatic/geo experience as U.S. Ambassador to Ireland, potentially valuable for international operations and stakeholder engagement .
- Capital markets and board oversight depth; service on multiple public boards .
Equity Ownership
| Ownership Detail | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common Shares beneficially owned | 386,255 | 13.7% of Class A outstanding | As of 3/31/2025; 2,820,084 Class A shares outstanding |
| Class B Common Shares beneficially owned | 121,450 | 16.6% of Class B outstanding | As of 3/31/2025; 731,848 Class B shares outstanding |
| Additional direct/indirect holdings | 27,933 Class A via Francis Park LLC; 8,058 Class A via Crawford Capital Enterprises, LLC | — | Edward is trustee/owner of controlling entities |
| Ownership via First Francis Company Inc. (entity holdings) | 911,250 Class A; 433,750 Class B | — | First Francis owned/controlled 28% by Edward; 72% by Matthew; table assumes shared beneficial ownership aligned to FFC ownership |
Section 16(a) compliance: Company states all directors/officers complied in 2024 except one late Form 4 filing for James W. Wert (not Edward) .
Governance Assessment
- Board effectiveness and engagement: Separate Chair/CEO roles; no director attendance shortfalls; independent Audit/Compensation Committees; Audit Chair qualifies as “financial expert” .
- Independence and interlocks: Edward is non‑independent; significant family relationship (father of Matthew V. Crawford). Multiple related‑party transactions involve entities he owns/controls and Park‑Ohio subsidiaries where he is a director, creating potential conflicts and information‑flow interlocks .
- Compensation mix/alignment: Material cash retainer increased from $500,000 to $750,000 YoY, plus annual equity grants (4,000 shares; fair value rose to $138,000)—equity provides some alignment, but the cash component is large for a non‑employee director . Director stock awards are fully vested (no performance linkage disclosed) .
- Ownership alignment: Large beneficial stakes in Class A and Class B provide meaningful “skin‑in‑the‑game,” including interests through affiliated entities; however, transactions with these affiliates pose alignment trade‑offs .
- Risk indicators:
- Related‑party transactions: Loans to First Francis (Edward/Matthew), leases with Edward‑owned entities, recurring purchases from Park‑Ohio subsidiaries; these are governance red flags requiring robust oversight and independent review .
- Hedging policy: Company discloses no specific practices or policies regarding hedging transactions in Company securities by employees, which is suboptimal for alignment .
- Consultant conflicts: Azurite Management (controlled by director Steven H. Rosen) received $80,000 for transaction consulting services in 2024—requires monitoring for independence .
RED FLAGS
- Extensive related‑party exposure (loans, leases, supply transactions) with entities controlled by Edward or involving Park‑Ohio where he is a director .
- Non‑independence and family ties (Chairman; father of another director) coupled with interlocks may impair perceived board objectivity .
- Absence of a hedging policy for employees/directors reduces investor confidence in alignment .
Committees of the Board (for context)
| Committee | Members (12/31/2024) |
|---|---|
| Audit (2 meetings in 2024) | Steven H. Rosen; James W. Wert; Kirin M. Smith |
| Compensation (3 meetings in 2024) | James W. Wert; Steven H. Rosen; Luis E. Jimenez |
| Nominations | James W. Wert; Matthew V. Crawford; Steven H. Rosen (formed Aug 2021; has not met) |
Policy & Process Notes
- Insider Trading Policy: Black‑out periods and pre‑clearance for certain officers/directors; prohibits trading on MNPI .
- Compensation Committee process: No compensation consultant used for FY2024; grants under 2023 Omnibus Equity Plan; plan prohibits option/SAR repricing without shareholder approval; change‑of‑control accelerates vesting subject to Section 409A constraints .