Luis E. Jimenez
About Luis E. Jimenez
Luis E. Jimenez (age 55) is an independent director of Crawford United Corporation, appointed in 2019. He is Founder and Managing Member of Madison Sixty LLC (since 2014), and previously served as Head Portfolio Manager and Risk Management Officer at OpenArc Asset Management, LLC (2011–2014), bringing deep experience in asset management, investment analysis, and risk management to the Board . He beneficially owns 13,650 Class A shares (<1% of the class) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenArc Asset Management, LLC | Head Portfolio Manager & Risk Management Officer | 2011–2014 | Led portfolio and risk oversight; served as key member on multiple committees |
| Various hedge fund & asset management firms | Portfolio management positions | Prior to 2011 (not specified) | Served as key member on multiple committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Sixty LLC | Founder & Managing Member | 2014–present | Private investment, consulting and advisory firm |
| Other public company boards | None disclosed | — | No additional public directorships disclosed in proxy |
Board Governance
- Committee assignments: Compensation Committee member (with James W. Wert and Steven H. Rosen); not a member of Audit or Nominations .
- Independence: Board determined Jimenez is independent under NASDAQ standards; non-independent directors are Powers, E.F. Crawford, and M.V. Crawford .
- Attendance and engagement: Board held 3 meetings in FY2024; no director attended fewer than 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting of Shareholders .
- Committee activity: Audit Committee held 2 meetings; Compensation Committee held 3; Nominations Committee formed in Aug 2021 and has not met .
- Board structure: 8 authorized seats; shareholders asked to elect 7 nominees and leave one vacancy for flexibility .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Non-employee directors (other than Ambassador E.F. Crawford) received no cash fees |
| Committee membership fees | Not disclosed | No separate committee fees disclosed |
| Committee chair fees | N/A | Jimenez is not shown as a chair |
| Meeting fees | $0 | No fees for attending Board or Committee meetings |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Class A Common Shares | Jan 26, 2024 | 4,000 shares | $138,000 | Fully vested at grant |
Performance Metric Framework (Directors)
| Metric | Disclosure |
|---|---|
| Performance conditions for director equity awards | None; FY2024 director share grants were fully vested at grant (time-based), with no specified performance metrics |
| Plan allows performance awards generally | 2023 Omnibus Equity Plan permits performance shares, stock options, RSUs, etc.; not applied to FY2024 director grants |
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Transaction | Notes |
|---|---|---|---|
| Steven H. Rosen (Director) / Azurite Management, LLC | Rosen controls Azurite | Company purchased $80,000 of transaction consulting services from Azurite in FY2024 | Rosen is on Compensation Committee with Jimenez; related-party consulting may raise independence optics though Board deems him independent |
| Edward F. Crawford & Matthew V. Crawford (Directors) | Park-Ohio affiliations and ownership | Multiple related-party transactions (leases, purchases) with entities owned/controlled by Crawfords and Park-Ohio subsidiaries | Board-level related-party exposure; not directly tied to Jimenez personally |
Expertise & Qualifications
- Asset management, investment analysis, and risk management expertise; served in portfolio management roles and on multiple committees in prior firms .
- Brings capital allocation and risk oversight perspectives useful for Compensation Committee duties .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class | Notes |
|---|---|---|---|---|
| Luis E. Jimenez | 13,650 | — | <1% | Beneficial ownership as of Mar 31, 2025 |
| Vested vs. unvested | — | — | — | 4,000-share FY2024 director grant vested in full at grant; additional vesting detail not disclosed |
| Options (exercisable/unexercisable) | — | — | — | No option awards disclosed for directors in FY2024 |
| Pledging/Hedging | — | — | — | Insider Trading Policy prohibits trading on MNPI; Company states no specific practices/policies regarding hedging for employees; no explicit pledging policy disclosed |
Governance Assessment
-
Strengths:
- Independent director with risk management background; serves on the Compensation Committee alongside two other independent directors, supporting Board independence in pay oversight .
- Strong attendance culture: Board met three times in FY2024; no director fell below 75% participation; all attended the 2024 Annual Meeting, indicating engagement .
- Director pay alignment: For Jimenez, 100% of FY2024 compensation was equity (4,000 shares), with no cash fees—enhancing alignment with shareholders .
-
Weaknesses/Concerns:
- Board-level related-party transactions involving entities controlled by E.F. Crawford and M.V. Crawford (leases, purchases, financing) may create perceived conflicts, though disclosed; continued reliance on such arrangements can pressure independence optics .
- Compensation Committee includes Rosen, whose controlled entity (Azurite) provided consulting services to the Company ($80,000), which, while disclosed, can be viewed as a governance optics risk for a committee charged with independent oversight .
- Hedging policy disclosure gap: Company states no specific practices/policies regarding hedging transactions for employees, and no explicit pledging prohibition disclosed—investors often prefer explicit bans to ensure alignment .
-
RED FLAGS:
- Multiple related-party transactions with entities connected to sitting directors (leases, purchases, consulting) .
- Committee interlock optics: Compensation Committee member’s controlled entity received consulting fees from Company in FY2024 .
- Absence of explicit anti-hedging/anti-pledging policy disclosure .
-
Mitigating Factors:
- Board has established Audit, Compensation, and Nominations Committees; Audit Committee comprised of independent directors and chaired by an SEC-defined “financial expert,” supporting financial oversight quality .
- No director delinquent Section 16 filings reported for FY2024 involving Jimenez; only one late Form 4 noted for Wert due to filing code expiration .
Net View for Investors: Jimenez’s equity-only director compensation and independent status support alignment, but the Company’s recurring related-party dealings and a committee interlock involving a fellow member warrant continued monitoring of governance practices and independence safeguards **[47307_0001437749-25-011464_crawa20250304_def14a.htm:14]** **[47307_0001437749-25-011464_crawa20250304_def14a.htm:9]** **[47307_0001437749-25-011464_crawa20250304_def14a.htm:10]** **[47307_0001437749-25-011464_crawa20250304_def14a.htm:11]**.