Jeffrey J. Salay
About Jeffrey J. Salay
Jeffrey J. Salay, age 40, is Vice President and Chief Financial Officer of Crawford United Corporation, appointed effective May 1, 2023, with prior roles as Chief Accounting Officer and Corporate Controller at Diebold Nixdorf, following earlier public accounting at EY and KPMG; he is a licensed CPA in Ohio and a graduate of Ohio Northern University (summa cum laude) . During his tenure through FY2024, company TSR (value of $100 invested) improved from $46 (2022) to $140 (2024), while revenues grew from $127.8M (2022) to $150.2M (2024) and net income from $6.6M (2022) to $13.6M (2024) .
Company performance indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 127,754,927 | 143,885,934 | 150,198,284 |
| EBITDA ($) | 12,284,277* | 21,854,211* | 23,847,738* |
| Net Income ($) | 6,561,403 | 13,294,793 | 13,597,967 |
| TSR index ($100 start, year-end) | 46 | 103 | 140 |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diebold Nixdorf, Inc. (NYSE: DBD) | Chief Accounting Officer | 2022–2023 | Public company controllership; SEC reporting oversight |
| Diebold Nixdorf, Inc. (NYSE: DBD) | Corporate Controller | 2020–2022 | Corporate accounting, controls, and close processes |
| Ernst & Young LLP | Senior Assurance Manager | 2014–2020 | Audit leadership for public/private clients |
| KPMG LLP | Associate (start of career) | — | Foundational public accounting experience |
External Roles
- No public company directorships or external board roles were disclosed in the filings reviewed .
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus ($) | Notes |
|---|---|---|---|---|
| 2023 (from appointment) | 265,000 | Not disclosed | 75,000 | Salary effective at appointment (May 1, 2023); eligible for profit-sharing plan |
| 2023 (SCT reported) | 176,667 | Not disclosed | 75,000 | Prorated base in SCT; paid after year-end per plan |
| 2024 | 285,000 | Not disclosed | 100,000 | Discretionary bonus awarded Jan 2025 and paid Feb 28, 2025 |
Notes:
- Bonus determination under the Company’s “Profit Sharing Plans” is discretionary based on influence on results, multi-year performance (emphasis on prior year), and anticipated long-term contribution; no formulaic weighting or targets were disclosed .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (Profit Sharing Plans) | Discretionary; factors include influence on results, prior-year performance, long-term contribution | Not disclosed | Not disclosed | $100,000 (FY2024); $75,000 (FY2023) | Cash paid after year-end (FY2024 bonus paid Feb 28, 2025) |
| Equity — Class A Common Shares | Not tied to disclosed performance metrics | N/A | N/A | $86,250 grant-date fair value (FY2024) | Fully vested at grant (no service-based overhang) |
Additional plan features:
- Under the 2023 Omnibus Equity Plan, upon a “change in control,” awards generally become fully exercisable/vested/earned/payable unless otherwise provided (plan-level single-trigger acceleration) .
- As of Dec 31, 2024, no outstanding unvested stock awards or unexercised options for NEOs (including Mr. Salay) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,625 Class A Common Shares; less than 1% of Class A outstanding |
| Ownership breakdown | No options; no unvested equity outstanding at FY-end (NEOs) |
| Pledging | No pledging indicated for Mr. Salay in the beneficial ownership table |
| Trading policy | Insider Trading Policy requires pre-clearance for directors and Section 16 officers; trading only in defined windows; 10b5-1 plans permitted; prohibits short sales and derivative transactions (other than company-granted options) |
| Hedging | The company states it “does not have any specific practices or policies regarding hedging transactions” by employees (governance consideration) |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment | Appointed Vice President & CFO effective May 1, 2023 |
| Initial compensation terms | Base salary $265,000; eligible for executive profit-sharing and standard benefits |
| Employment agreement | No individual employment agreement or severance multiple disclosed in appointment 8-K or 2025 proxy |
| Change-in-control treatment | Equity awards generally fully accelerate upon a change in control per Omnibus Equity Plan (plan-level) |
| Clawback | No clawback policy disclosure identified in cited filings |
| Certifications | CEO/CFO SOX certifications for FY2024 filed; CFO Section 906 and 302 certifications executed Feb 27, 2025 |
| Insider trading controls | Trading windows, blackout periods, pre-clearance, and reporting per policy |
Investment Implications
- Pay-for-performance structure is largely discretionary for cash bonuses (no disclosed formulaic metrics/weights), with modest equity usage and immediate vesting; this weakens retention linkage and long-term performance alignment despite improved company TSR and earnings profile during 2022–2024 .
- Retention risk from equity design appears low near-term (no unvested awards/option overhang), but the lack of time-based or performance-vested equity reduces “golden handcuffs” and may not incentivize multi-year value creation; future grants and design will be important to watch .
- Alignment and insider selling pressure: beneficial ownership is small (2,625 shares, <1%), reducing alignment but also limiting potential selling impact; any sales would be governed by trading windows and pre-clearance; absence of a formal hedging policy is a governance flag to monitor .
- Governance and change-in-control: plan-level single-trigger acceleration on change in control can create misalignment in certain transactions; no individual severance terms for CFO were disclosed (limits parachute exposure but may reduce retention protections) .
If you want, I can add insider Form 4 analysis to quantify any recent sales/purchases and 10b5-1 activity.