Dan Moore
About Dan T. Moore III
Independent director of Park-Ohio Holdings Corp. since 2003; age 85; long-tenured industrial entrepreneur and operator with 38 patents. Current CEO of Dan T. Moore Co.; Trustee of the Cleveland Clinic and Cleveland Metroparks Commissioner. Classified as independent under Nasdaq rules; service term currently expires in 2026. Attended at least 75% of board and committee meetings in 2024; directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawk Corporation (public) | Director (prior) | Not disclosed | Perspective on strategies and risk at industrial company |
| Invacare Corporation (public) | Director (prior) | Not disclosed | Board experience at healthcare manufacturing company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dan T. Moore Co. | Chief Executive Officer | Current | Oversees portfolio of advanced materials/manufacturing companies |
| Cleveland Clinic | Trustee | Not disclosed | Governance exposure in healthcare ecosystem |
| Cleveland Metroparks | Commissioner | Not disclosed | Public-sector oversight experience |
Board Governance
- Independence: The Board determined Moore is “independent” under Nasdaq rules; seven of nine directors are independent.
- Attendance: Board met 5 times in 2024; no director attended under 75%; all directors attended the 2024 annual meeting.
- Lead director model: James W. Wert is Lead Director, presides over executive sessions; supports independent oversight.
- Anti-hedging/pledging: Hedging prohibited; pledging restricted and requires pre-approval.
| Committee | Membership (Moore) | Chair | 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Member | James W. Wert | 1 |
| Long-Range Planning | Member | Matthew V. Crawford | 1 |
| Audit | Not a member | John D. Grampa | 8 |
| Compensation | Not a member | Ronna Romney | 3 |
| Executive | Not a member | Matthew V. Crawford | 0 (acted by written consent) |
Fixed Compensation
- Structure: Annual retainer $50,000; meeting fees $4,000 in-person board, $1,000 telephonic board, $1,000 per committee meeting; chair retainers $25,000 (Audit/Comp) and $15,000 (Nominating).
- 2024 Actuals for Moore: Fees earned $69,000; stock awards fair value $110,186; total $179,186. Restricted shares/units granted 4,350, generally vest one year from grant (June 26, 2024).
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual retainer | 50,000 | Standard non-employee director retainer |
| Meeting/committee fees | 19,000 | Reflects board/committee attendance |
| Chair fees | 0 | Not a chair in 2024 |
| Stock awards (grant-date fair value) | 110,186 | 4,350 restricted shares/units, vest ~1 year from grant (June 26, 2024) |
| Total | 179,186 | Sum of cash and equity fair value |
Performance Compensation
- Directors’ equity is time-based; no performance metrics disclosed for director grants (restricted shares/RSUs vest after ~one year).
| Metric | Plan/Grant Feature | Disclosure |
|---|---|---|
| Equity vesting | Time-based vesting (~1 year) | No performance conditions for director equity |
| Non-employee director annual cap | $500,000 aggregate value limit | Amended 2021 Plan feature |
Other Directorships & Interlocks
| Company | Status | Role | Interlocks/Related Dealings |
|---|---|---|---|
| Hawk Corporation | Prior | Director | None disclosed involving PKOH in 2024 |
| Invacare Corporation | Prior | Director | None disclosed involving PKOH in 2024 |
- Compensation Committee interlocks: 2024 members were Romney and Rosen; no interlocks or insider participation reported.
Expertise & Qualifications
- Advanced materials/manufacturing entrepreneur; CEO overseeing multiple R&D/manufacturing companies; holds 38 patents.
- Provides long-term strategy and operational risk perspective; recognized as successful entrepreneur.
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | % of Outstanding |
|---|---|---|---|
| Dan T. Moore III | 44,845 | 10,542 (RSUs) | Less than 1% (*) |
- RSUs noted as rights to receive Common Stock upon Separation of Service per Director DC Plan footnote.
- Anti-hedging and restricted pledging policies apply to directors.
- No pledging disclosure for Moore in principal shareholder table.
Insider Trades
| Date | Form | Transaction | Quantity | Security |
|---|---|---|---|---|
| 2024-08-16 (filed 2024-08-21) | Form 4 | Acquisition of restricted stock units | 44 | PKOH RSUs |
Governance Assessment
- Strengths: Independent status; active membership on Nominating & Corporate Governance and Long-Range Planning committees; solid attendance; equity grants align director incentives with shareholder value; hedging prohibited by policy.
- Alignment: Holds meaningful Common Stock and RSUs, albeit under 1% of outstanding; annual equity grants are standard and time-based, supporting retention and alignment.
- Potential concerns and RED FLAGS:
- Very long tenure (director since 2003), which may raise board refreshment and perceived independence questions despite formal Nasdaq independence.
- Section 16(a) filing delinquency noted for a 44 RSU acquisition in 2024—administrative lapse to monitor.
- No related-party transactions disclosed involving Moore; related-party exposure in 2024 centered on entities affiliated with Matthew and Edward Crawford and a director/shareholder (Rosen) at Crawford United; continued monitoring advisable.
Overall, Moore brings deep industrial and entrepreneurial experience and committee engagement; investors should balance his long tenure and the minor Section 16 filing lapse against his independent status, attendance record, and equity alignment.