Steven H. Rosen

About Steven H. Rosen

Steven H. Rosen, 55, has served on Crawford United Corporation’s Board since 2012. He is Co‑Chief Executive Officer and Co‑Founder of Resilience Capital Partners (private equity) since 2001, bringing deep M&A and financial analysis expertise and broad investor network exposure. He currently serves on the boards of Park‑Ohio Holdings Corp. (since 2016) and AmFin Financial Corporation (since 2018), and previously served as a director of Invacare Corporation/Invacare Holdings from August 2022 to February 2024 . The Board has determined he is independent and an “audit committee financial expert” under SEC criteria .

Past Roles

External Roles

Board Governance

• Committees: Audit (Chair), Compensation (Member), Nominations (Member). In 2024 there were two Audit Committee meetings, three Compensation Committee meetings; the Nominations Committee (formed Aug 2021) is noted as having not met .
• Independence: The Board determined Rosen is independent and qualifies as an SEC “audit committee financial expert”; all Audit Committee members are independent under NASDAQ standards .
• Attendance & engagement: Board held three full meetings in 2024. No director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
• Audit Committee oversight: Charter amended and restated in November 2024; annual review performed; PCAOB-required auditor communications discussed; committee recommended inclusion of audited financial statements in the FY2024 10‑K .
• Compensation Committee process: No compensation consultants were engaged for FY2024; the CEO provides input on officer compensation (excluding himself). Compensation and Nominations Committee charters available online .

Fixed Compensation

Director pay structure for Rosen (non‑employee director):

Notes: The 2023 awards were under the 2013 Omnibus Equity Plan; the 2024 awards under the 2023 Omnibus Equity Plan. Other than Ambassador Edward F. Crawford’s cash director fees ($500,000 in 2023; $750,000 in 2024), no directors received cash meeting fees .

Performance Compensation

Director equity is not performance‑based; grants are fully vested common shares at grant. No options, RSUs or PSUs were disclosed for directors in 2023–2024.

Plan provisions (context): The 2023 Omnibus Equity Plan allows stock options, SARs, restricted shares/units, performance shares; change‑in‑control accelerates vesting; repricing is prohibited without shareholder approval .

Other Directorships & Interlocks

Governance implication: Park‑Ohio interlocks indicate a dense network among CRAWA directors, which may affect perceived independence despite NASDAQ‑defined independence determinations .

Expertise & Qualifications

• Audit committee financial expert per SEC criteria; chairs the Audit Committee .
• Extensive M&A, financial analysis, and consulting background from private equity leadership at Resilience Capital Partners since 2001 .
• Public company board experience across industrials and financial services (Park‑Ohio, AmFin; prior Invacare) .

Equity Ownership

Attribution details (footnotes):

• Beneficial ownership of 168,101 Class A and 42,500 Class B shares held by Seven Investors, LLC and 168,102 Class A and 42,500 Class B shares held by LJNP Investment Trust is attributed to Rosen; he disclaims beneficial ownership except to the extent of any pecuniary interest .
• Company insiders complied with Section 16(a) filing requirements in FY2024; the only late Form 4 disclosed was for James W. Wert (not Rosen) .

Governance Assessment

• Strengths:

  • Independent director and Audit Committee Chair designated as SEC “financial expert”; all Audit Committee members independent .
  • High “skin‑in‑the‑game”: Rosen beneficially owns ~13% of Class A and ~11.6% of Class B, creating strong alignment with shareholders .
  • Board and committee meeting participation thresholds met; all directors attended 2024 Annual Meeting .
  • Audit Committee charter updated in Nov 2024; robust oversight of auditor independence and financial reporting .

• Cautions and RED FLAGS:

  • Nominations Committee has not met since formation in Aug 2021, despite Rosen’s membership—potential weakness in director pipeline and governance process. RED FLAG .
  • Dense interlocks with Park‑Ohio (Rosen, Edward F. Crawford, Matthew V. Crawford, James W. Wert), which may raise independence perception concerns and risk of group‑think despite formal independence status. RED FLAG .
  • Related‑party exposure environment: Company maintained a material loan with First Francis Company Inc., owned by Edward and Matthew Crawford (Board members). While not involving Rosen directly, this indicates related‑party transaction risk within the board’s ecosystem. RED FLAG .
  • Director equity grants are fully vested at grant and consist of common shares (no holding/deferral requirements disclosed), limiting long‑term performance linkage versus multi‑year RSU/PSU structures .
  • Compensation Committee did not use an independent compensation consultant in FY2024; CEO input for officer pay decisions may reduce perceived independence of pay setting .
  • The company states it does not have specific practices or policies regarding hedging transactions by employees; director hedging/pledging policies are not disclosed—an alignment risk if hedging were permitted. RED FLAG .

• Overall view: Rosen’s substantial ownership, audit leadership, and financial expertise are positives for board effectiveness. However, the persistent Nominations Committee inactivity, Park‑Ohio interlocks, and lack of disclosed hedging restrictions (combined with related‑party transactions in the broader board) present governance risks that investors should monitor for potential impact on independence, succession, and pay‑for‑performance credibility .