James Wert
About James W. Wert
Independent director of Park‑Ohio Holdings Corp. (PKOH) since 1992; age 78; appointed Lead Director in 2014. Background includes senior leadership at CM Wealth Advisors (CEO/President 2003–2023; Managing Member 2019–2023; Chairman, Advisory Board & Senior Client Advisor since 2023) and prior Senior Executive VP/CIO and CFO roles at KeyCorp (1990–1996), giving deep finance and investment oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CM Wealth Advisors, Inc. | Chairman, Advisory Board & Senior Client Advisor | Since 2023 | Advisory leadership for wealth management clients |
| CM Wealth Advisors, Inc. | Managing Member | 2019–2023 | Governance and operational leadership |
| CM Wealth Advisors, Inc. | CEO & President; Director | 2003–2023 (Director since 2003) | Executive leadership; strategic oversight |
| CM Wealth Advisors, Inc. | Vice President | 2000–2002 | Senior management |
| KeyCorp | Senior Executive VP & CIO | 1995–1996 | Enterprise investment oversight |
| KeyCorp & predecessors | Chief Financial Officer | 1990–1995 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crawford United Corporation | Director | Since 2021 | Developer/manufacturer of electronic diagnostic tools |
| Marlin Business Services Corp. | Director | 1997–2022 | Commercial finance; board oversight |
| Continental Global Group | Director | 1997–2008 | Industrial equipment; board oversight |
Board Governance
- Independence: Determined independent under Nasdaq rules; Audit Committee members (including Wert) meet SEC audit committee independence; board’s subjective review found no relationship impairing independence .
- Roles: Lead Director since 2014; chairs executive sessions of independent directors; liaises with Chair/CEO; influences agendas and information flow for effective oversight .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee chair (committee consists of Moore, Wert, Romney) .
- Attendance: Board met 5 times in 2024; no director attended <75% of board/committee meetings; all directors attended 2024 annual meeting .
- Audit Committee activity: 8 meetings in 2024; Grampa serves as chair and as “audit committee financial expert”; Wert is a member .
- Nominating & Corporate Governance activity: 1 meeting; oversees board composition, independence, conflicts, and governance processes .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non‑employee director retainer | $50,000 |
| Meeting fees | $4,000 per in‑person board; $1,000 per tele/electronic board; $1,000 per committee meeting | Policy disclosed (aggregate included in fees below) |
| Committee chair fee | Nominating & Corporate Governance chair | $15,000 |
| Audit/Comp chair fees | $25,000 each (if applicable) | Policy disclosed (Wert not chair of Audit/Comp) |
| Total fees earned (cash) – Wert | Includes retainer, chair, and meeting fees | $90,000 |
Performance Compensation (Director)
| Grant | Grant Date | Award Type | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual equity grant (directors) | 6/26/2024 | Restricted shares or RSUs | 4,350 | $110,186 | Generally vests 1 year from grant |
| Non‑employee director annual cap (plan) | N/A | Plan limit | N/A | $500,000 aggregate max value per calendar year | Plan limit to cap director comp |
- Award design: Director grants are time‑based; no disclosed performance metrics (TSR/EBITDA) for director equity; minimum vesting rules under the Amended 2021 Plan with director exception to align with annual meeting cadence .
- Clawback/recapture: Company adopted SEC/Nasdaq‑compliant Clawback Policy; plan evidence may include clawback provisions for awards (including directors) under Section 10D .
Other Directorships & Interlocks
| Counterparty | Relationship to Wert/PKOH | Transaction/Exposure | Notes |
|---|---|---|---|
| Crawford United Corporation | Wert is a director; Rosen and the Crawfords are significant shareholders | Subsidiaries of Crawford United purchased products from PKOH subsidiaries totaling $406,358 in 2024 | Board determined Rosen’s relationship did not impair independence; related‑party transactions overseen by Audit Committee |
Potential interlock signal: Wert’s board seat at Crawford United coincides with disclosed transactions between PKOH and Crawford United. While not cited as impairing Wert’s independence, continued monitoring of magnitude/terms is prudent .
Expertise & Qualifications
- Finance/investment leadership: CFO and CIO experience at KeyCorp; extensive transactional finance and investment management background at CM Wealth Advisors .
- Governance and continuity: One of PKOH’s longest‑standing directors, provides continuity and perspective on strategic/operational issues; recognized for insight in finance, investments, and corporate governance .
Equity Ownership
| Holder (as of Mar 21, 2025) | Shares Currently Owned | Shares Acquirable within 60 Days | Percent of Class |
|---|---|---|---|
| James W. Wert | 88,540 (includes 84,540 with sole voting/investment power; 4,000 in Candace C. Wert Family Trust disclaimed) | — | <1% (*) |
| Note (director holdings at 12/31/2024) | Each director held 4,350 restricted shares or share units at year‑end 2024 | N/A | N/A |
- Anti‑hedging/pledging: Hedging prohibited; pledging prohibited unless pre‑approved and limited amount; no pledging disclosed for Wert .
- Ownership guidelines for directors: Not disclosed; executive ownership guidelines noted separately (CEO 5x salary; other NEOs 3x) .
Governance Assessment
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Strengths:
- Lead Independent Director responsibilities enhance board oversight and independence; Wert chairs executive sessions and shapes agendas and information flow .
- Active committee roles (Audit member; Nominating & Governance chair) align with his finance/governance expertise; solid committee cadence in 2024 (Audit: 8 meetings; Nominating: 1) .
- Director compensation structure balanced (cash + modest equity), with a plan‑level cap at $500,000 and minimum vesting standards; anti‑hedging/pledging and clawback frameworks reduce governance risk .
-
Watch items / potential red flags:
- Interlock exposure via Crawford United: PKOH disclosed ordinary‑course transactions with Crawford United; Wert is a director there. While the board affirmed independence for Rosen (a significant shareholder), continued monitoring of related‑party exposure, pricing, and approval process is advisable .
- Shareholder support signal: In 2024, Wert’s re‑election received 8,800,545 “For” vs 2,298,860 “Withheld,” lower than peer nominee support levels—watch for engagement or issue‑specific investor concerns ahead of next election .
- Chair/CEO combined at PKOH: Mitigated by Lead Director role (held by Wert), but structural concentration remains a common governance focus area .
-
Shareholder feedback context: 2023 Say‑on‑Pay support was ~73% of votes cast; company adopted triennial frequency; ongoing engagement noted—provides context for overall governance sentiment .
Director Compensation (Summary - 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James W. Wert | $90,000 | $110,186 | $200,186 |
- Director Deferred Compensation Plan (DC Plan): Directors may defer cash and/or RSUs; distributions only upon Separation of Service; certain RSUs classified as “shares acquirable within 60 days” in the ownership table footnotes .
Related Party Transactions & Conflicts
- Oversight: Audit Committee reviews/approves related‑party transactions case‑by‑case; some approvals may be deferred to disinterested board members .
- Disclosures: Transactions with entities owned by Matthew and Edward Crawford (aircraft lease; real estate leases) and with Crawford United subsidiaries at $406,358 purchases in 2024; no related‑party transactions disclosed involving Wert personally .
Signals for Investors
- Board effectiveness: Wert’s long tenure plus Lead Director responsibilities and committee leadership are positives for oversight rigor .
- Independence and risk controls: Explicit independence finding; anti‑hedging/pledging; clawback and minimum vesting; audit committee expertise and activity—reduce governance risk .
- Interlocks/transactions: Crawford United link warrants continued monitoring given transactions and cross‑directorships (Rosen significant shareholder; Wert director) .
- Shareholder vote signal: Lower “For” votes on Wert in 2024 relative to peers suggests targeted engagement may be prudent .
Overall: Governance structures (Lead Director, independent committees) and policies are supportive; monitor interlock exposure and shareholder support dynamics to assess any evolving governance risk.