James W. Wert
About James W. Wert
James W. Wert, 78, has served as an independent director of Crawford United Corporation since 2021. He is Chairman of the Managing Board of CM Wealth Advisors, LLC (CEO/Managing Member since 2003), and previously held senior executive roles at KeyCorp/Society Corporation, including Senior EVP & CFO (1991–1995) and Chief Investment Officer (1995–1996); he has served on Park-Ohio Holdings Corporation’s board since 1993, bringing deep financial reporting and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp / Society Corporation | Senior Executive Vice President & CFO | 1991–1995 | Financial reporting oversight; capital markets expertise |
| KeyCorp / Society Corporation | Chief Investment Officer | 1995–1996 | Investment oversight and portfolio management |
| KeyCorp / Society Corporation | Various leadership roles (financial markets, corporate & investment banking, trust administration) | 1976–1996 | Broad finance and governance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CM Wealth Advisors, LLC | Chairman of the Managing Board; previously CEO/Managing Member/President | 2003–present | Wealth management leadership |
| Park-Ohio Holdings Corporation | Director | 1993–present | Shared directorship with CRAWA directors; potential interlocks |
Board Governance
- Independence: Wert is classified as independent under NASDAQ standards; the board states all remaining directors and nominees are independent except for the CEO (Powers), Chairman (Edward F. Crawford), and Matthew V. Crawford .
- Committee assignments and meetings (FY 2024):
- Audit Committee (2 meetings): Steven H. Rosen (Chair), James W. Wert, Kirin M. Smith .
- Compensation Committee (3 meetings): James W. Wert, Steven H. Rosen, Luis E. Jimenez .
- Nominations Committee: James W. Wert, Matthew V. Crawford, Steven H. Rosen; formed in Aug 2021 and has not met .
- Attendance and engagement (FY 2024): Board held 3 meetings; no director attended fewer than 75% of board/committee meetings; all directors attended the 2024 Annual Meeting of Shareholders .
Fixed Compensation
| Year | Cash Fees | Equity Award (Shares) | Grant Date | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | $0 | 4,000 Class A shares | Jan 26, 2024 | $138,000 (aggregate grant-date fair value) ; implied $34.50/share used for Jan 26, 2024 awards (company-wide table) | Vested in full at grant |
| 2023 | $0 | 4,000 Class A shares | Jan 10, 2023 | $58,000 (grant-date fair value) | Not specified in 2023 table; granted under 2013 Omnibus Equity Plan |
Notes:
- In FY 2024, non-employee directors (including Wert) received only equity; no meeting fees were paid (Ambassador Edward F. Crawford separately receives $750,000 in director fees) .
Performance Compensation
| Performance Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Director-level performance equity (PSUs/options) | Not disclosed | Not disclosed | No performance-based director compensation disclosed; director awards were fully vested common share grants |
- Compensation Committee oversight: Oversees risk in compensation plans; the company did not use external compensation consultants for FY 2024 .
Other Directorships & Interlocks
| Entity | CRAWA Director Link | Relationship to CRAWA | 2024 Transactions |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Wert (director), Edward F. Crawford (director), Matthew V. Crawford (CEO/Chairman) | Several Park-Ohio subsidiaries engaged in transactions with CRAWA | Supply Technologies: $24,702 purchases by CRAWA; $3,772 purchases from CRAWA entities . Ajax-Tocco Magnathermic: $381,420 (2023) + $97,755 (2024) equipment purchases . Fluid Routing Systems: $38,487 purchases; $77,000 rent paid; lease terminated in 2024 . HydraPower Dynamics: $245,414 purchases . |
Expertise & Qualifications
- Finance and reporting expertise from CFO and CIO roles at a major bank; brings “extensive background of expertise in financial reporting and analysis” and public company board experience .
- Audit Committee member; Audit Committee’s charter reviewed annually; Rosen designated audit committee financial expert, with Wert serving alongside .
Equity Ownership
| Holder | Shares | Class | % of Class | Context |
|---|---|---|---|---|
| James W. Wert | 15,750 | Class A | Less than 1% | Outstanding shares as of Mar 31, 2025: 2,820,084 Class A; 731,848 Class B |
Additional ownership details:
- Late Section 16(a) Form 4: the Jan 26, 2024 director stock award was reported Jan 31, 2024 due to expiration of filing codes .
Insider Trades (disclosed)
| Date | SEC Form | Transaction | Shares | Reference |
|---|---|---|---|---|
| Jan 26, 2024 (filed Jan 31, 2024) | Form 4 | Award of common shares under 2023 Omnibus Equity Plan; fully vested | 4,000 | Filing delay noted; company-wide grant valued at $34.50/share for Jan 26, 2024 awards |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation | 3,944,758 | 35,416 | 6,243 | 413,406 | Approved |
| Frequency of future advisory votes | 67,888 (1 yr) | 1,200 (2 yrs) | 3,881,624 (3 yrs) | 35,705 | 3-year frequency selected |
Director election support (2025):
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| James W. Wert | 3,971,651 | 14,766 | 413,406 |
Governance Assessment
- Committee engagement: Wert serves on Audit and Compensation Committees; Nominations Committee (of which he is a member) has not met since formation in 2021—raises effectiveness concerns in director recruitment .
- Independence and attendance: Independent per NASDAQ standards; no attendance shortfalls disclosed; all directors attended the 2024 annual meeting .
- Compensation alignment: Wert’s director pay was 100% equity in 2024 (4,000 fully vested shares; $138,000 fair value), with no cash fees; equity grants vest immediately, limiting long-term retention/performance linkage .
- Interlocks and related-party exposure: Multiple CRAWA directors (including Wert) sit on Park-Ohio’s board while CRAWA transacts with Park-Ohio subsidiaries (purchases and leases), and CRAWA maintains financing and leases with entities controlled by Edward and Matthew Crawford—material related-party footprint .
- Policies: Company states no specific practices or policies regarding hedging transactions in company securities by employees; Insider Trading Policy governs trading with blackout windows and pre-approvals for certain officers/directors—lack of explicit anti-hedging/pledging policy disclosure is a risk indicator .
- Compliance: One minor late Form 4 for Wert due to filing code expiration—administrative issue, not material .
RED FLAGS
- Nominations Committee has not met since 2021 (process risk for board refreshment) .
- Extensive related-party transactions with entities affiliated with board leadership; interlock with Park-Ohio while engaging its subsidiaries (conflict-of-interest optics) .
- No disclosed anti-hedging policy; absence of director stock ownership guidelines not disclosed (alignment policy gap) .
- Immediate vesting of annual director equity awards (reduced performance/retention linkage) .
Appendix: Related-Party Transactions (FY 2024 highlights)
| Counterparty | Nature | Amount/Terms | Affiliation |
|---|---|---|---|
| First Francis Company Inc. | Promissory note refinanced (6.25%); outstanding $470,209 at Dec 31, 2024; $824,226 principal and $61,834 interest paid in 2024 | Matures Oct 15, 2025 | Owned by Edward & Matthew Crawford |
| Francis Brookpark LLC | Komtek Forge facility lease | $120,000 rent in 2024 ($10,000/mo) | Owned by Edward Crawford |
| Edward F. Crawford (Painesville facility) | Federal Hose facility lease | $180,000 rent in 2024 ($15,000/mo) | Board Chairman |
| Supply Technologies (Park-Ohio) | Supplies purchased | $24,702 purchases; $3,772 parts purchased from CRAWA entities | Park-Ohio subsidiary |
| Fluid Routing Systems (Park-Ohio) | Hose/fittings purchased; facility rent | $38,487 purchases; $77,000 rent in 2024; lease terminated in 2024 | Park-Ohio subsidiary |
| HydraPower Dynamics (Park-Ohio) | Silicone hose purchases | $245,414 purchases in 2024 | Park-Ohio subsidiary |
| Ajax-Tocco Magnathermic (Park-Ohio) | Equipment purchase | $381,420 (2023) + $97,755 (2024 completion) | Park-Ohio subsidiary |
| Air Power Dynamics, LLC | Equipment purchase via stock issuance | 741 Class A shares at implied $40.50 per share | Controlled by Edward F. Crawford |