Matthew V. Crawford
About Matthew V. Crawford
Matthew V. Crawford, 55, has served on Crawford United Corporation’s Board since 2014. He is Chairman and Chief Executive Officer of Park-Ohio Holdings Corp. (since 2018), previously President and Chief Operating Officer (since 2003), and President of The Crawford Group since 1995. He is not an independent director at CRAWA and is the son of Ambassador Edward F. Crawford, CRAWA’s Chairman of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Chairman & CEO | Since 2018 | Public-company leadership; strategic and operational oversight |
| Park-Ohio Holdings Corp. | President & COO | Since 2003 | Oversaw operations and growth initiatives |
| Park-Ohio Holdings Corp. | Director | Since 1997 | Long-tenured board oversight |
| The Crawford Group | President | Since 1995 | Venture capital and management consulting leadership |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Park-Ohio Holdings Corp. | Chairman & CEO; Director | CEO/Chair since 2018; Board since 1997 |
Board Governance
- Independence: The Board determined Mr. Crawford is not independent under NASDAQ standards .
- Committees (2024 year-end): Nominations Committee member (committee had not met); not listed on Audit or Compensation Committees .
- Meetings and attendance: The Board held 3 meetings in FY2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting of Shareholders .
- Years of service: Appointed to CRAWA Board in 2014 .
Fixed Compensation (Director)
| Year | Fees Earned or Cash | Notes |
|---|---|---|
| 2024 | $0 | No meeting fees; only Chairman (Edward F. Crawford) receives director fees |
| 2023 | $0 | No meeting fees; equity-only for non-employee directors |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting | Plan |
|---|---|---|---|---|---|
| Jan 26, 2024 | Class A common shares | 4,000 | $138,000 | Vested in full at grant | 2023 Omnibus Equity Plan |
| Jan 10, 2023 | Class A common shares | 4,000 | $58,000 | Vested in full at grant | 2013 Omnibus Equity Plan |
- Performance metrics: Director awards in 2023–2024 were time-based common share awards vested at grant (no performance metrics) . The 2023 Omnibus Equity Plan permits performance-based awards using metrics such as stock price, revenue, EPS, ROE, operating income, net income, cash flow, and others, but these were not applied to the 2024 director grants .
Other Directorships & Interlocks
| Person/Entity | Interlock | Notes |
|---|---|---|
| Park-Ohio Holdings Corp. | Mr. Crawford is Chairman & CEO and Director | Creates interlocks with CRAWA; he is an executive and director at a related-party counterparty |
| Steven H. Rosen | Director at CRAWA; Director at Park-Ohio since 2016 | Overlapping board roles across CRAWA and Park-Ohio |
| James W. Wert | Director at CRAWA; Director at Park-Ohio since 1993 | Overlapping board roles across CRAWA and Park-Ohio |
| Ambassador Edward F. Crawford | Chairman at CRAWA; Director at Park-Ohio | Familial and governance interlocks (father of Matthew V. Crawford) |
Expertise & Qualifications
- Public and private company leadership with extensive experience in strategy and operations; long-tenured director and executive roles at Park-Ohio and The Crawford Group .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Notes |
|---|---|---|---|---|---|
| Matthew V. Crawford | 1,031,554 | 397,300 | 36.6% | 54.3% | Includes 336,204 Class A and 85,000 Class B held by Three Bears Trust attributed to him |
| First Francis Company Inc. | 911,250 | 433,750 | 32.3% | 59.3% | Owned/controlled 72% by Mr. Crawford and certain trusts; 28% by Ambassador Edward F. Crawford |
- Voting structure: Class A carries 1 vote per share; Class B carries 3 votes per share, contributing to concentrated voting control among insiders .
- Section 16 compliance: Company disclosed no delinquencies for Mr. Crawford in 2024; only one late Form 4 involved another director (Wert) .
Related-Party Transactions (Conflict Exposure)
| Counterparty/Entity | Relationship | Nature | FY2024 Amount/Terms |
|---|---|---|---|
| First Francis Company Inc. | Owned by Edward & Matthew Crawford | Refi’d note for Komtek acquisition; outstanding principal at 12/31/24; interest paid | $470,209 principal outstanding; $61,834 interest paid in 2024 |
| Federal Hose (facility leased from Edward F. Crawford) | Entity acquired from First Francis | Lease payments for Painesville, OH facility | $180,000 rent (2024) |
| Fluid Routing Systems (Park-Ohio subsidiary) | Matthew V. Crawford is Park-Ohio CEO/Chair; both Crawfords are beneficial owners of Park-Ohio | Purchases by CRAWA subsidiaries; offsetting sales; warehouse lease terminated in 2024 | $38,487 purchases; $3,840 sales; $77,000 rent paid in 2024 |
| HydraPower Dynamics (Park-Ohio subsidiary) | Same as above | Purchases of silicone hose | $245,414 purchases (2024) |
| Supply Technologies (Park-Ohio subsidiary) | Same as above | Supplies purchased; parts sold | $24,702 purchases; $3,772 sales (2024) |
| Ajax-Tocco Magnathermic (Park-Ohio subsidiary) | Same as above | Equipment for Komtek project (incremental 2024 payment) | $97,755 incremental payment in 2024 (project completed) |
| Komtek Forge facility (Francis Brookpark LLC owned by Edward F. Crawford) | Related party | Lease payments | $120,000 rent (2024) |
| Air Power Dynamics, LLC (controlled by Ambassador Edward F. Crawford) | Related party | Purchase of tooling machine via share issuance | 741 Class A shares issued at implied $40.50/share (2024) |
These transactions indicate recurring operational ties with Park-Ohio entities where Mr. Crawford is Chairman & CEO and a significant owner, representing ongoing related-party exposure .
Governance Assessment
-
Positives
- Significant insider ownership aligns incentives (Mr. Crawford 36.6% of Class A; 54.3% of Class B) .
- Audit Committee has an SEC-designated financial expert (Rosen) and is composed entirely of independent directors .
- Board/committee attendance was strong in 2024; all directors attended the 2024 annual meeting .
-
Risks and RED FLAGS
- Not independent; also serves on CRAWA’s Nominations Committee, which dilutes independence of director selection .
- Extensive related-party dealings with Park-Ohio subsidiaries and entities controlled by family, including leases, purchases, and financing; ongoing and material in aggregate (see table) .
- Dual-class structure (Class B has 3 votes/share) combined with insider stakes concentrates voting control, potentially limiting minority shareholder influence .
- Nominations Committee has not met since formation (August 2021), raising concerns about board refreshment process effectiveness .
- Director equity awards vest immediately at grant, offering less retention leverage; awards are not performance-conditioned .
- No compensation consultant used for director pay decisions in 2024 .
Notes on Compensation Structure
- Year-over-year director pay for Mr. Crawford increased due to the grant-date fair value of equity (4,000 shares each year; $58,000 in 2023 vs $138,000 in 2024), indicating either a higher share price at grant and/or plan change to 2023 Omnibus Equity Plan; no cash retainers for him .
- The 2023 Omnibus Equity Plan includes protections such as prohibition on repricing without shareholder approval and provides change-in-control vesting acceleration, which could result in immediate value crystallization for equity awards (though director awards were already fully vested at grant) .
Additional Context (Board Structure)
- Committees at 12/31/2024:
- Audit (2 meetings): Steven H. Rosen (Chair), James W. Wert, Kirin M. Smith; all independent .
- Compensation (3 meetings): James W. Wert, Steven H. Rosen, Luis E. Jimenez; all independent .
- Nominations: Wert, Matthew V. Crawford, Rosen; two independent members; committee had not met .