John Grampa
About John D. Grampa
Independent director at Park-Ohio Holdings Corp. (PKOH) since 2015; age 77; former Senior Vice President, Finance and CFO at Materion Corporation, with prior senior finance roles at Avery Dennison and Diamond Shamrock. He serves as Chair of the Audit Committee and is designated by the Board as the Audit Committee financial expert under SEC rules. Tenure on PKOH’s Board is ~10 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Materion Corporation | Senior Vice President, Finance & CFO; later SVP, Administration | CFO Dec 2006–Jan 2015; SVP, Administration until Sep 2015 | Led finance; M&A experience cited as qualification for PKOH board and Audit leadership |
| Materion Corporation | VP Finance; CFO since 1999; VP Finance since 1998 | 1998–2015 | Broad financial management responsibilities |
| Avery Dennison (Worldwide Materials) | Vice President, Finance and other financial management roles | 1984–1998 | Global finance leadership in manufacturing |
| Diamond Shamrock | Various financial management roles | Since Feb 1970 (historic) | Industrial/specialty chemicals/plastics/oil & gas finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in PKOH 2025 proxy biography |
Board Governance
- Independence: The Board determined Mr. Grampa is independent under Nasdaq rules; he is the Board-designated audit committee financial expert.
- Committee assignments: Audit Committee Chair; members include Messrs. Grampa, Hanna, Rosen, and Wert.
- Meeting cadence and attendance: Board met 5 times in 2024; Audit Committee met 8 times; no director attended less than 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Audit Committee report: As Chair, Mr. Grampa co-signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K.
- Leadership structure context: Lead Independent Director is James W. Wert; independent executive sessions overseen by Lead Director.
Fixed Compensation
Director compensation structure and Mr. Grampa’s actual pay:
| Item | 2023 | 2024 |
|---|---|---|
| Cash retainer (policy) | $50,000 per non-employee director | $50,000 per non-employee director |
| Board meeting fees (policy) | $4,000 in-person; $1,000 telephonic/electronic | $4,000 in-person; $1,000 telephonic/electronic |
| Committee meeting fees (policy) | $1,000 per committee meeting | $1,000 per committee meeting |
| Committee chair retainer (policy) | $15,000 for Audit, Compensation, Nominating/CG Chairs | $25,000 for Audit and Compensation Chairs; $15,000 Nominating/CG Chair |
| Mr. Grampa – Fees earned (cash) | $88,000 | $96,000 |
| Total director stock grant (policy) | 6,000 restricted shares (or units) | 4,350 restricted shares (or units) |
| Mr. Grampa – Total compensation | $182,620 (cash $88,000; stock $94,620) | $206,186 (cash $96,000; stock $110,186) |
Notes:
- 2024 equity grants generally vest one year from grant date (June 26, 2024); 2023 grants vested one year from grant date (May 31, 2023).
Performance Compensation
| Component | Metric/Terms | Grant Date | Grant Value |
|---|---|---|---|
| Restricted shares/units (annual director grant) | Time-based vesting; no performance metrics disclosed | 2023: May 31, 2023; 2024: June 26, 2024 | 2023: 6,000 shares, $94,620; 2024: 4,350 shares/units, $110,186 |
| Options/PSUs to directors | Not disclosed for directors in 2023–2024; annual director equity reported as restricted shares/units | — | — |
| Plan features (context) | Amended 2021 Plan permits RSUs, options, SARs, PS/PU, cash awards; minimum 1-year vesting generally; non-employee director annual comp cap $500,000 (grant-date fair value) | Amended 2021 Plan last amended effective May 15, 2025 | Plan capacity/limits as disclosed |
- Awards to 2025 director nominees: Each of John D. Grampa and Steven H. Rosen is shown with 18,620 restricted shares/units in the “Awards Granted to Certain Persons” table under the Amended 2021 Plan proposal.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Grampa; Compensation Committee interlocks section identifies only Ms. Romney and Mr. Rosen as members and reports no interlocks in 2024. |
Expertise & Qualifications
- Broad-based strategic operations and finance background across three global manufacturers; extensive acquisition and financial management experience.
- Board-designated Audit Committee financial expert; aligns with role as Audit Committee Chair overseeing financial reporting, internal controls, and auditor independence.
Equity Ownership
As of March 21, 2025:
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Percent of Class |
|---|---|---|---|
| John D. Grampa | 11,350 | 35,776 (restricted share units deliverable upon separation of service) | <1% |
Policy context:
- Anti-hedging and limited pledging policy applies to directors; pledging only with pre-approval and limits. No pledging by Mr. Grampa is disclosed.
Insider Trades
| Transaction Date | Filing Date | Security | Amount/Type | Notes |
|---|---|---|---|---|
| Aug 16, 2024 | Aug 21, 2024 | Restricted Stock Units | 151 acquired | One Form 4 filed late; disclosed under Section 16(a) delinquent reports |
Governance Assessment
- Strengths: Independent director, Audit Committee Chair, and SEC “audit committee financial expert”; strong committee engagement (8 Audit meetings in 2024) and Board attendance standards met; equity compensation mix (~52–53% equity of total director pay in 2023–2024) promotes alignment; hedging prohibited and pledging restricted; director annual compensation capped under equity plan.
- Watchpoints: Minor Section 16(a) timeliness lapse (late Form 4 for 151 RSUs on Aug 16, 2024, filed Aug 21, 2024). While not material alone, it is a compliance footnote to monitor.
- Related-party environment (not involving Mr. Grampa): Board oversees related-party transactions including aircraft and facility leases with entities owned by Messrs. Matthew and Edward Crawford and product purchases by Crawford United (with Mr. Rosen as a shareholder/director). Heightens the importance of robust Audit Committee oversight of conflicts.
- Shareholder sentiment context: Say-on-pay approval in 2023 was ~73%, indicating room for continued engagement (next SOP in 2026).