Howard Hanna IV
About Howard W. Hanna IV
Howard W. Hanna IV (age 53) is an independent director of Park-Ohio Holdings Corp. (PKOH) serving since 2018; he is President of Howard Hanna Real Estate Services (since 2015), bringing marketing, sales, branding expertise and experience in growth via acquisitions . His current PKOH board term expires in 2026 and he serves on the Audit Committee; he is not a committee chair . The Board classifies him as independent under Nasdaq rules, with no relationships deemed to impair independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Director | Since 2018 | Audit Committee member; contributes marketing/sales/branding and M&A growth perspective |
| Howard Hanna Real Estate Services | President | Since 2015 | Led brand, sales, and acquisition-driven growth; external operating experience informs PKOH oversight |
External Roles
- President, Howard Hanna Real Estate Services (private company), since 2015 .
- No other public company directorships disclosed in PKOH proxy biography for Hanna .
Board Governance
- Committee assignments: Audit Committee (members Grampa—Chair, Hanna, Rosen, Wert); 8 meetings held in 2024 .
- Independence: Classified as independent; Board found no relationships impeding independence .
- Attendance: Board met 5 times in 2024; no director attended less than 75% of Board and committee meetings, and all attended the 2024 annual meeting .
- Leadership: Combined Chair/CEO role (Matthew V. Crawford) balanced by Lead Director (James W. Wert) who presides over executive sessions and coordinates independent director activities .
- Policies: Code of Business Conduct and Ethics in place; Insider Trading Policy prohibits hedging and limits pledging (pre-approval required) .
- Related-party oversight: Audit Committee reviews related-party transactions (Board has no written policy; case-by-case review) .
Fixed Compensation
PKOH non-employee director pay structure (2024 service year): $50,000 annual retainer; Board meeting fees ($4,000 in-person; $1,000 remote); $1,000 per committee meeting; Audit and Compensation Chair add $25,000; Nominating Chair add $15,000 . Hanna is not a chair and received cash fees and equity as below .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,000 | $70,000 |
| Stock Awards ($) | $94,620 (6,000 restricted shares; 1-year vest from 5/31/2023) | $110,186 (4,350 restricted shares/units; 1-year vest from 6/26/2024) |
| Total ($) | $166,620 | $180,186 |
Performance Compensation
Hanna’s director equity grants are time-based restricted shares/units without performance metrics; they generally vest after one year under the shareholder-approved plan .
| Grant Date | Award Type | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 5/31/2023 | Restricted Shares | 6,000 | $94,620 | One-year cliff vest from grant date |
| 6/26/2024 | Restricted Shares or RSUs | 4,350 | $110,186 | One-year cliff vest from grant date |
Notable plan features relevant to directors:
- Non-employee director annual compensation cap: $500,000, measured at grant-date fair value .
- Minimum vesting: Generally ≥1 year, with exceptions allowing vest by next annual meeting and limited discretionary bucket (≤5% of reserve) .
- No option/SAR repricing without shareholder approval; exercise/base price ≥ FMV at grant .
- Clawback policy adopted Nov. 8, 2023 for incentive-based executive compensation; directors’ equity is time-based (no director-specific clawback noted) .
Other Directorships & Interlocks
- None disclosed for Hanna in the PKOH proxy beyond PKOH board service; his biography lists no current or prior public company boards .
Expertise & Qualifications
- Marketing, sales, and branding expertise with leadership in acquisition-driven growth; brings commercial perspective to industrial operations oversight .
- Audit Committee service provides exposure to financial reporting, controls, and compliance oversight (chair is Grampa, the Audit Committee financial expert) .
Equity Ownership
| Metric | 2024 (as of 3/27/2024 unless noted) | 2025 (as of 3/21/2025 unless noted) |
|---|---|---|
| Shares of Common Stock Currently Owned (#) | 17,306 | 21,656 |
| Shares Acquirable Within 60 Days (#) | — | — |
| Ownership as % of Outstanding | Less than 1% | Less than 1% |
| Restricted Shares/Share Units Held (#) | 6,000 (granted 5/31/2023; 1-year vest) | 4,350 held per director table as of 12/31/2024 |
| Shares Outstanding (reference) | 13,070,758 (record date) | 14,229,372 (record date) |
Policies affecting alignment:
- Insider Trading Policy bans hedging and limits pledging (pre-approval and amount limits), supporting alignment of director equity with shareholder outcomes .
Governance Assessment
- Strengths: Independent status; active Audit Committee membership; no attendance issues; time-based equity maintains alignment; anti-hedging/limited-pledging policy reduces misalignment risk .
- Watch items: Audit Committee (including Hanna) reviews several related-party transactions involving controlling insiders (Crawford family and affiliates); Board lacks a written related-party review policy, relying on case-by-case approvals—ongoing oversight quality is critical .
- Signals: Director compensation increased modestly YoY driven by grant-date fair value, while grant size fell (6,000 to 4,350), consistent with share price/plan usage; structure remains mostly fixed cash plus time-vested equity (no performance metrics for directors) .
RED FLAGS
- Related-party transactions (leases and business with entities owned by executives/major shareholders) reviewed case-by-case without a formal written policy; heightened scrutiny is warranted by Audit Committee members, including Hanna .
- No specific red flags disclosed for Hanna personally (no delinquent Section 16 filings noted, no pledging/hedging disclosures for him, and independence affirmed) .