Andrew Clarke
About Andrew Clarke
Andrew C. Clarke is an independent, non‑employee director of Park-Ohio Holdings Corp. (PKOH), appointed effective September 30, 2025; initial Form 3 shows 12,803 PKOH common shares held directly . He was formerly CFO of C.H. Robinson Worldwide (2015–2019) and has 25+ years in transportation and logistics; he holds an MBA from the University of Chicago Booth and a BSBA from Washington University in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) | Chief Financial Officer | 2015–2019 | Led finance for a global 3PL, capital markets and investor relations experience |
| Panther Expedited Services, Inc. | Chief Executive Officer | 2007–2013 | Grew premium logistics across automotive, life sciences, government; operations leadership |
| Forward Air Corporation (NASDAQ: FWRD) | SVP and CFO (various exec roles) | 2001–2006 | Financial leadership in diversified transport services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LKQ Corporation (NASDAQ: LKQ) | Board Member | Current (as of Oct 1, 2025) | Current public company directorship |
| Ports America Group | Chairman of the Board | Current (bio) | Private company board leadership |
| DCLI, Inc. | Chairman of the Board | Current (bio) | Private company board leadership |
| Element Fleet Management Corp. (TSX) | Director | Current (bio) | Public company board (Canada) |
| Arrive Logistics | Director | Current (bio) | Private company board |
| Prior public boards | Director | Prior | Forward Air, Pacer International, Blount International, Big Lots |
Board Governance
- Appointment: Elected to PKOH Board and subsidiary Park‑Ohio Industries Board effective September 30, 2025; stands for re‑election at 2027 annual meeting .
- Independence: Announced as an independent director; PKOH emphasizes substantial majority independent board and Nasdaq independence compliance for standing committees .
- Committees: As of Nov 20, 2025, filings do not disclose Clarke’s committee assignments. Current committee structure includes Audit (Grampa, Hanna, Rosen, Wert; chair Grampa), Compensation (Romney chair; Rosen), and Nominating & Governance (Moore, Wert chair, Romney) .
- Attendance: PKOH Board held five meetings in 2024; all directors met 75%+ attendance, and all attended the 2024 annual meeting. Clarke’s 2025 attendance not yet reported .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee directors (excludes consultant Edward F. Crawford) |
| Meeting fees – Board | $4,000 (in‑person); $1,000 (telephonic/electronic) | Per meeting |
| Meeting fees – Committee | $1,000 (in‑person or telephonic) | Per committee meeting |
| Committee chair retainers | $25,000 (Audit, Compensation); $15,000 (Nominating & Governance) | Annual chair fees |
| Director DC Plan (deferred comp) | Elective deferral up to 100% of fees/RSUs | Non‑qualified plan; distributions at Separation of Service; no preferential earnings |
Clarke will receive compensation “in the same manner” as other non‑employee directors per the Oct 1, 2025 8‑K; specific dollar amounts earned to date are not disclosed .
Performance Compensation
| Equity type | Typical annual grant (non‑employee directors) | Grant date | Vesting | Performance metrics |
|---|---|---|---|---|
| Restricted shares or RSUs | 4,350 shares/units | June 26, 2024 | Generally vest one year from grant | None (time‑based) |
Structure applies to non‑employee directors; Clarke’s 2025 grant details are not yet disclosed, but the 8‑K states he will be compensated per the disclosed director framework .
Other Directorships & Interlocks
- Current public board: LKQ Corporation (NASDAQ: LKQ) .
- No PKOH filings disclose transactions with LKQ; 2024 related‑party transactions involved Crawford‑affiliated entities and Crawford United Corporation, not LKQ .
- Prior public boards include Forward Air, Pacer International, Blount International, and Big Lots .
Expertise & Qualifications
- Domain expertise: Logistics, supply chain, transportation finance and operations; served as CFO (CH Robinson), CEO (Panther), and CFO roles at Forward Air .
- Education: MBA, University of Chicago Booth; BSBA, Washington University in St. Louis .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (PKOH common) | 12,803 shares | Direct ownership per Form 3 filed Oct 1, 2025 |
| Ownership as % of shares outstanding | ~0.09% | 12,803 ÷ 14,404,207 shares outstanding (per latest 10‑Q referenced in Schedule 13D) |
| Derivatives (options/RSUs) | None disclosed on Form 3 | No entries in Table II for derivative securities |
| Hedging/Pledging | Prohibited absent pre‑approval; hedging banned | PKOH Insider Trading Policy prohibits hedging and limits pledging for directors |
| 10b5‑1 plans | None adopted in Q2–Q3 2025 | Company disclosed no director/officer adoptions in Q2/Q3 2025 |
Governance Assessment
- Effectiveness and fit: Clarke adds deep logistics and finance expertise aligned with PKOH’s Supply Technologies and global footprint; independence status supports board oversight .
- Compensation alignment: Non‑employee director pay is modest and largely time‑vested equity plus meeting fees; no performance equity or guaranteed bonuses, consistent with shareholder‑friendly director pay practices .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Clarke to date; existing PKOH RPTs pertain to Crawford‑affiliated entities and Crawford United purchases, which the Board reviewed for independence (Rosen’s independence assessed despite Crawford United purchases) .
- Attendance/engagement: Board and committees were active in 2024 (Board: 5 meetings; Audit: 8; Compensation: 3; Nominating: 1). Clarke’s committee and attendance profile has not yet been reported; monitoring forthcoming proxy for 2025–2026 .
RED FLAGS: None disclosed specific to Clarke. Company‑wide safeguards include anti‑hedging/pledging policies and an SEC/Nasdaq‑compliant clawback; PKOH RPTs exist with insider‑affiliated entities but are reviewed by the Audit Committee/Board and disclosed; Rosen’s independence explicitly evaluated given Crawford United purchases .