Edward Crawford
About Edward F. Crawford
Edward F. Crawford (age 86) is a long-serving Park-Ohio insider and nominee for re-election in 2025. He served as Chairman and CEO from 1992–2018, President in 1997–2003 and 2018–2019, and rejoined the Board in 2021 after prior service from 1992–2019; he was the U.S. Ambassador to Ireland from 2019–2021 and has led The Crawford Group for decades . Education is not disclosed in the latest proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Chairman & CEO | 1992–2018 | Led strategy and operations; amassed extensive company-specific knowledge |
| Park-Ohio Holdings Corp. | President | 1997–2003; 2018–2019 | Senior operating leadership |
| U.S. Government | U.S. Ambassador to Ireland | 2019–2021 | International diplomatic role |
| The Crawford Group | Chairman & CEO | 1964–2019; since 2021 | Venture capital/consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crawford United Corporation | Director | 2012–2019; since 2021 | Developer/manufacturer of electronic diagnostic tools |
| Invacare Corporation | Director | 2022–2023 | Prior public company directorship |
| Materion Corporation | Director | 2014–2017 | Prior public company directorship |
Board Governance
- Committee assignments: None; Crawford is proposed for election to the class serving through the 2028 annual meeting .
- Independence: Not identified as an independent director by Nasdaq rules; independent directors named exclude E. F. Crawford .
- Attendance and engagement: Board held five meetings in 2024; no director attended less than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Combined Chair/CEO (Matthew V. Crawford) with a Lead Director (James W. Wert since 2014) who presides over executive sessions of independent directors .
- Anti-hedging/pledging: Directors are prohibited from hedging and generally from pledging company stock (limited pre-approved exceptions) .
Fixed Compensation
| Director | 2024 Fees Earned ($) | 2024 Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Edward F. Crawford | 0 | 0 | 500,000 (consulting stipend under a June 1, 2021 agreement) | 500,000 |
- Non-employee director program (context): Other non-employee directors received an annual cash retainer of $50,000, meeting fees ($4,000 in-person Board; $1,000 tele/electronic; $1,000 per committee meeting), chair retainers ($25,000 Audit/Comp; $15,000 Nominating), and 4,350 restricted shares/units granted June 26, 2024; Crawford receives no director compensation .
Performance Compensation
| Element | Detail |
|---|---|
| Equity awards (director service) | Crawford received no RSUs/restricted shares for director service in 2024; non-employee directors (other than Crawford) received 4,350 restricted shares/units vesting one year from 6/26/2024 (time-based, not performance-based) . |
| Performance metrics tied to director pay | None disclosed for directors; Crawford’s $500,000 stipend is for advisory services (acquisitions, customer relations, cultural development) and is not stated as performance-conditioned . |
| Non-employee director comp cap | Plan caps non-employee director compensation at $500,000 grant-date fair value per calendar year . |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction Detail |
|---|---|---|
| Crawford United Corporation | Crawford is a significant shareholder and director; Rosen and Matthew V. Crawford also significant shareholders | Subsidiaries of Crawford United purchased products from Park-Ohio subsidiaries totaling $406,358 in 2024 (ordinary course) . |
| Park-Ohio related entities | Companies owned by Edward and Matthew V. Crawford | Aircraft lease to Park-Ohio from a company owned by Edward and Matthew: $812,500 per year for up to 125 flight hours (3-year term) . |
| Real estate | Companies owned by Edward and Matthew V. Crawford | Facility leases: Canton, OH (Matthew-owned company) $64,583/month; Huntington, IN (Edward-owned) $17,781/month; corporate HQ in Mayfield Heights, OH (Edward-owned) $72,036/month . |
Expertise & Qualifications
- Over 25 years of service as Park-Ohio director and senior officer; deep strategic and operational knowledge of diversified industrial businesses .
- Leadership of private enterprises for 40+ years; international exposure as U.S. Ambassador to Ireland .
Equity Ownership
| Holder | Shares Currently Owned | Shares Acquirable Within 60 Days | Percent of Class | Ownership Notes |
|---|---|---|---|---|
| Edward F. Crawford | 1,065,099 | — | 7.49% | Includes 865,348 shares with sole voting/investment power; 10,650 shares owned by spouse disclaimed; and 189,101 shares with shared voting/investment power with Matthew V. Crawford (foundation and affiliated entities) . |
Policies:
- Insider Trading Policy prohibits hedging and generally pledging of Common Stock (limited, pre-approved exceptions); no pledging by Crawford is disclosed .
Governance Assessment
- Independence and familial ties: Crawford is not independent and is the father of CEO/Chair Matthew V. Crawford, indicating heightened conflict risk due to family relationships and control influence .
- Related-party exposure: Multiple transactions with entities owned by Edward and/or Matthew (aircraft lease $812,500/year; facility leases $64,583/$17,781/$72,036 per month; product sales to Crawford United $406,358) create potential conflicts; Audit Committee/Board reviews related-party transactions case-by-case and approved these arrangements .
- Compensation alignment: Crawford receives no director equity; his $500,000 consulting stipend is fixed and not explicitly performance-conditioned, which may weaken pay-for-performance alignment for his advisory role .
- Board effectiveness signals: Attendance thresholds met across directors; Board uses a Lead Director to oversee executive sessions, partially mitigating combined Chair/CEO structure, but family ties and significant ownership concentration (Crawford 7.49%, Matthew V. Crawford 21.64%) can raise investor concerns about independent oversight .
- Controls: Anti-hedging/pledging policy and clawback policy (adopted Nov 8, 2023 under SEC/Nasdaq rules) strengthen governance over incentive-based compensation, though these primarily apply to executives .
RED FLAGS
- Non-independent director with close family relationship to the CEO/Chair .
- Significant related-party transactions (aircraft and real estate leases; affiliate customer transactions) involving entities owned by the Crawfords .
- Fixed $500,000 consulting stipend without disclosed performance conditions .
Mitigants
- Formal disclosure and Board/Audit Committee review of related-party transactions .
- Lead Independent Director and majority independent Board (seven independent directors) .