Matthew Crawford
About Matthew Crawford
Matthew V. Crawford, age 55, is Chairman and Chief Executive Officer of Park‑Ohio Holdings Corp. (PKOH) since May 10, 2018, and has served as a director since 1997; prior roles include President & COO (2003–2018), Senior Vice President (2001–2003), and Assistant Secretary & Corporate Counsel (1995–2001) . Park‑Ohio’s 2024 performance included Net Sales of $1.7B, Operating Cash Flow of $35M, Net Income of $42.2M (up 24%), EPS of $3.19 (up 17%), and Gross Margin up 60 bps; consolidated adjusted income before income taxes was $52.526M . The company’s “pay versus performance” disclosure shows a 2024 value of $86.98 for a deemed $100 investment beginning 12/31/2019 (company TSR basis) versus $192.86 for the peer benchmark, and compensation actually paid to the CEO of $6.0M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park‑Ohio Holdings Corp. | President & COO | 2003–2018 | Led operations prior to elevation to CEO; brings deep knowledge of diversified businesses and customers . |
| Park‑Ohio Holdings Corp. | Senior Vice President | 2001–2003 | Executive leadership role during growth and operational execution . |
| Park‑Ohio Holdings Corp. | Assistant Secretary & Corporate Counsel | 1995–2001 | Legal and corporate governance responsibilities early in career . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Crawford Group | President | Since 1995 | Venture capital and management consulting leadership providing experience operating diversified private companies . |
| Crawford United Corporation | Director | Since 2014 | External board role; related-party product purchases disclosed (see Related Party Transactions) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 843,753 | 875,000 | 875,000 |
| All Other Compensation ($) | 56,171 | 104,852 | 87,759 (includes $66,872 club memberships) |
Performance Compensation
Annual Cash Bonus – CEO
| Item | 2024 |
|---|---|
| Metric | 5% of consolidated adjusted income before income taxes (CAIBT) |
| Target | Formula-based; no threshold; capped at $5,000,000 |
| Actual CAIBT | $52,526,000 |
| Payout ($) | $2,626,300 |
| Weighting | 100% of annual cash bonus |
| Vesting/Payment | Cash; paid early following year |
Equity Awards – Time‑Vesting Restricted Shares
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 6/14/2022 | 110,000 | $1,804,000 (CEO stock awards reported in 2022) | One‑third each year over 3 years |
| 5/31/2023 | 100,000 | $2,365,500 (CEO stock awards reported in 2023) | One‑third each year over 3 years |
| 6/26/2024 | 90,000 | $2,279,700 | One‑third each year over 3 years |
The Compensation Committee used discretion and did not apply specific performance metrics for 2024 equity awards; awards were time‑based to support retention and shareholder alignment .
Stock Vested – 2024
| Metric | Value |
|---|---|
| Shares vested (2024) | 116,097 |
| Value realized on vesting ($) | 2,969,246 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership – shares | 3,079,142 |
| Ownership as % of outstanding | 21.64% (out of 14,229,372 shares) |
| Sole voting/investment power | 2,890,041 (includes 49,331 shares held by a charitable foundation and 700,000 shares disclaimed) |
| Shared voting/investment power (with Edward F. Crawford) | 189,101 (foundation, Crawford Capital Company, First Francis Company, Inc.) |
| Unvested restricted shares at 12/31/2024 | 36,667 (2022 grant); 100,000 (2023); 90,000 (2024) = 226,667 total |
| Market value of unvested restricted shares | $963,242; $2,627,000; $2,364,300 (at $26.27 per share) |
| Options – exercisable/unexercisable | None outstanding |
| Stock ownership guidelines | CEO: 5x base salary; exceeded guidelines as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except limited pre‑approval by Chief Legal Officer |
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will; no employment agreement |
| Severance | No cash severance provisions |
| Change‑of‑control (COC) | All restricted share grants fully vest upon COC; no cash payments |
| COC definition | Non‑liberal definition in equity plan (e.g., 30% voting power threshold, asset sale, board turnover) |
| Clawback policy | Adopted Nov 8, 2023; 3‑year recovery of excess incentive‑based comp on restatements; not conditioned on fault (limited impracticability exceptions) |
| Anti‑hedging/pledging | Hedging prohibited; pledging only with pre‑approval and limits |
| Deferred compensation | 2005 Plan available; CEO had no contributions and zero balance for 2024 |
| Pension/SERP | AB Plan present value $102,923; 13.75 years credited; 3% of compensation allocation rate; 4% interest credited in 2024 |
Board Governance
- Dual role: CEO and Chairman since May 10, 2018; Board balances combined role with Lead Director (James W. Wert, Lead Director since 2014) .
- Committee roles: Chair of the Executive Committee and Long‑Range Planning Committee .
- Independence framework: Seven independent directors; Audit Committee includes an SEC‑defined financial expert; Board affirmed independence including for Mr. Rosen despite Crawford United purchases .
- Board operations: Five meetings in 2024; no director below 75% attendance; all directors attended the 2024 annual meeting .
Director Service Details (Matthew Crawford)
| Attribute | Detail |
|---|---|
| Board service start | Director since 1997 |
| Committee memberships | Executive Committee (Chair); Long‑Range Planning Committee (Chair) |
| Independence | Management director (not independent); Board has a majority of independent directors |
| Attendance | Company disclosed all directors met attendance expectations in 2024 |
Compensation Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation Committee: Members Ronna Romney (Chair) and Steven H. Rosen; sole authority to retain consultants; engaged Pay Governance since 2017; no conflicts found .
- Approach: No formal peer group benchmarking in 2024; significant discretion used, with emphasis on variable pay .
- Say‑on‑Pay: 2023 advisory vote approval ~73%; triennial frequency adopted; next say‑on‑pay in 2026 .
Related Party Transactions (Governance Red Flags)
- Aircraft lease: Company leases an airplane from a company owned by Matthew and Edward Crawford; $812,500 per year for up to 125 flight hours .
- Facility leases: Company leases a 125,000 sq. ft. facility in Canton, Ohio from a company owned by Matthew Crawford at $64,583/month; additional leases with Edward Crawford‑owned entities for Huntington, IN ($17,781/month) and HQ building in Mayfield Heights, OH ($72,036/month) .
- Crawford United transactions: Subsidiaries of Crawford United purchased products from Park‑Ohio subsidiaries totaling $406,358 in 2024 .
Performance & Track Record
- 2024 execution: Net Income up 24% to $42.2M; EPS up 17% to $3.19; Gross Margin +60 bps; Operating Cash Flow $35M; a significant acquisition completed .
- Profitability linkage: CEO annual cash bonus formula directly tied to consolidated adjusted income before income taxes (5% of CAIBT; $2.626M earned for 2024 on $52.526M CAIBT) .
- Pay versus performance: 2024 compensation actually paid to CEO $6.0M; TSR measure for a $100 deemed initial investment at $86.98 (company) vs $192.86 (peer index) at 2024 year‑end .
Risk Indicators & Red Flags
- Dual role and family ties: Combined CEO/Chair role and father (Edward F. Crawford) serving on Board; mitigated by Lead Director and independent committee structures .
- Related party transactions: Aircraft and real estate leases with entities owned by Matthew/Edward Crawford; ongoing Board/Audit Committee review process for related parties disclosed .
- Hedging/pledging: Hedging prohibited; pledging tightly controlled but allowed with pre‑approval—monitor for any disclosed pledges in future filings .
- Say‑on‑Pay sensitivity: 73% approval is below typical >90% norms, indicating moderate shareholder scrutiny .
Equity Ownership & Vesting Pressure Indicators
| Indicator | Quantification |
|---|---|
| Large insider stake | 21.64% of outstanding shares (3,079,142 shares) |
| Scheduled vesting (time‑based) | 226,667 unvested restricted shares at YE 2024; one‑third vest annually, creating recurring potential liquidity events |
| 2024 vested value | $2.97M value realized on vesting, signaling annual supply overhang potential if shares are sold after vest |
Employment Economics – Change‑of‑Control and Termination
| Scenario | CEO Treatment |
|---|---|
| Change‑of‑Control | Full acceleration of restricted share vesting; no cash severance/golden parachute; no excise tax gross‑ups . |
| Death/Disability | Full vesting of restricted shares; AB Plan benefits recognized; example value at 12/31/2024: $5,954,542 for restricted shares . |
| Retirement | AB Plan lump sum account balance (e.g., $117,581 for CEO at 12/31/2024) . |
Investment Implications
- Alignment and retention: Very high insider ownership (21.64%) strongly aligns CEO with shareholders, while time‑based RS vesting and large annual vest values can create periodic selling supply; pledging is restricted, and hedging prohibited, reducing misalignment risk .
- Pay‑for‑profitability: CEO annual bonus is formulaic and solely tied to consolidated adjusted income before taxes, reinforcing focus on profitability; 2024 payout of $2.626M on $52.526M CAIBT evidences tight linkage, though equity grants remain discretionary and time‑based .
- Governance scrutiny: Combined CEO/Chair and extensive related‑party leases merit continued monitoring, especially given a moderate 73% say‑on‑pay result; mitigants include a Lead Director and majority‑independent Board/committees .
- COC economics: No cash severance and single‑trigger equity acceleration mean acquisition scenarios could crystallize sizeable equity value for the CEO without incremental cash burden; this is shareholder‑friendly vs typical cash multiples but can dilute post‑deal if new equity issuance is required .