Kirin M. Smith
About Kirin M. Smith
Independent director of Crawford United (CRAWA) since 2009; age 47 as of the 2025 proxy. Background spans capital markets and investor communications: Managing Partner of Intrinsic Value Capital, L.P. (since Nov 2005); President of PCG Advisory, Inc. (since Jan 2012); prior roles at Tejas Securities and Wynston Hill Capital (2008–2011), Robotti & Company (2005–2008), and Assistant VP at Financial Dynamics for five years prior to Nov 2005. Brings advisory, banking, portfolio management, sales, and fundamental research expertise and deep investor network relationships (PE, institutions, family offices, UHNW) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Dynamics | Assistant Vice President | Five years prior to Nov 2005 | Investor communications expertise |
| Robotti & Company | Investment Advisor and Broker Dealer (role unspecified) | 2005–2008 | Fundamental research and capital markets exposure |
| Tejas Securities; Wynston Hill Capital | Boutique investment banks (roles unspecified) | 2008–2011 | Banking and sales experience |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Intrinsic Value Capital, L.P. | Managing Partner | Nov 2005–present | Fundamental equity investing; portfolio management |
| PCG Advisory, Inc. | President | Jan 2012–present | Capital markets advisory; positioning, reputation, investor marketing |
Board Governance
- Independence: The Board determined all directors are independent except the CEO (Brian E. Powers), the Chairman (Edward F. Crawford), and Matthew V. Crawford; committees are majority independent. Smith serves as an independent director .
- Committees: Audit Committee member (current composition: Steven H. Rosen—Chair, James W. Wert, Kirin M. Smith) . Audit charter amended and restated in Nov 2024; committee operates under NASDAQ independence standards .
- Attendance: In FY2024, the Board held 3 meetings; no director attended fewer than 75% of Board plus committee meetings; all directors attended the 2024 Annual Meeting .
- Nominations: Nominations Committee formed in Aug 2021 and has not met; membership includes Wert, M. Crawford, Rosen .
- Tenure: Appointed to the Board in 2009 .
Fixed Compensation
Director compensation for FY2024 (non-employee directors):
| Item | FY 2024 |
|---|---|
| Annual retainer (cash) | $0 (non-employee directors) |
| Meeting fees | No fees for attending Board/committee meetings (except Ambassador Crawford) |
| Committee membership/chair fees | Not disclosed (none noted beyond equity grants) |
| Equity grant (shares) | 4,000 Class A shares awarded on Jan 26, 2024; vested in full at grant |
| Grant date fair value | $138,000 (aggregate grant-date fair value under ASC 718) |
| Total director compensation (Smith) | $138,000 |
Additional context: Under the 2023 Omnibus Equity Plan, the Compensation Committee granted an aggregate of 24,000 Class A shares to non-employee directors during FY2024 .
Performance Compensation
| Component | FY 2024 Details |
|---|---|
| Equity award type | Class A Common Shares under 2023 Omnibus Equity Plan |
| Grant date | Jan 26, 2024 |
| Shares granted | 4,000 |
| Vesting | Fully vested at grant (no ongoing performance vesting) |
| Performance metrics tied to director compensation | Not disclosed (director equity grants are time-vested at grant) |
Other Directorships & Interlocks
- No other public company directorships for Mr. Smith are disclosed in the 2025 proxy biography section .
- Board-level interlocks and related-party context: Park-Ohio affiliations via directors Edward and Matthew Crawford and Steven Rosen; transactions disclosed with Park-Ohio subsidiaries and Rosen-controlled Azurite Management, LLC. These do not implicate Smith directly but represent board-level related-party exposure .
Expertise & Qualifications
- Capital markets expertise across advisory, banking, portfolio management, retail/institutional sales, and fundamental research; extensive investor network relationships across PE, institutional funds, family offices, retail brokers, UHNW individuals .
- Fit for Audit Committee service within an independent composition (Audit Committee financial expert designation is held by Chairman Rosen; Smith is a member) .
Equity Ownership
As of March 31, 2025:
| Metric | Value |
|---|---|
| Beneficial ownership (Class A) | 74,928 shares |
| Ownership % of Class A outstanding | 2.7% |
| Breakdown/footnotes | Includes 36,260 Class A shares held by Intrinsic Value Capital, L.P., over which Smith has shared voting and investment power (per Schedule 13D/A attribution) |
| Shares outstanding reference | 2,820,084 Class A; 731,848 Class B outstanding |
Governance Assessment
- Strengths: Independent director with capital markets skillset and Audit Committee service; audit oversight supported by updated charter and independent composition . Strong meeting attendance disclosure for FY2024 and active participation record . Meaningful personal equity stake (2.7% of Class A), including investment partnership exposure, aligning interests with shareholders .
- Risks/Considerations:
- Nominations Committee inactivity since formation in 2021 suggests weaker board refresh/governance processes; committee includes one non-independent director (Matthew V. Crawford) .
- Board-level related-party transactions: procurement and services with entities affiliated with Park-Ohio and a director-controlled consultancy; while none involve Smith, such transactions can raise perception risk on independence and oversight .
- Director equity awards fully vested at grant (no performance-based vesting), which may reduce long-term at-risk alignment versus deferred or performance-conditioned units; fact pattern noted for FY2024 .
- Board recommended a triennial say-on-pay vote frequency, less frequent than many issuers’ annual cadence, potentially limiting iterative shareholder feedback on pay practices .
RED FLAGS
- Nominations Committee has not met since formation (Aug 2021) .
- Multiple related-party transactions with affiliates of other directors (Park-Ohio subsidiaries; director-controlled consulting), elevating conflict-of-interest oversight demands for the Audit and full Board .