Patrick Auletta
About Patrick V. Auletta
Patrick V. Auletta (age 74) has served on Park-Ohio’s Board since 2004 and is currently in the class with a term expiring in 2026. He is President Emeritus of KeyBank National Association (President 2001–2004; President Emeritus since 2005) and a Director Emeritus of the Cleveland Clinic, with deep finance and banking expertise; he previously served as Audit Committee Chair and as the Board’s audit committee financial expert. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyBank National Association | President | 2001–2004 | Led large financial institution operations |
| KeyBank National Association | President Emeritus | Since 2005 | Ongoing industry engagement |
| Park-Ohio Holdings Corp. | Audit Committee Chair (past) | Not specified | Served as Audit Committee financial expert |
| Cleveland Clinic | Director Emeritus | Not specified | Regional healthcare governance link |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic | Director Emeritus | Not specified | Community and nonprofit governance experience |
Board Governance
- Committees: Executive Committee member; Executive Committee did not meet in 2024 but acted by written consent.
- Independence: The Board determined Auletta is independent under Nasdaq rules.
- Attendance: Board held five meetings in 2024; no director attended less than 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: James W. Wert has served as Lead Director since 2014; responsibilities include executive session leadership, agendas, and information flow.
- Policies: Anti-hedging and limited-pledging policy for directors/officers; pledging only with pre-approval and limits.
Fixed Compensation
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Standard retainer (Edward F. Crawford excluded) |
| Board meeting fees | $4,000 in-person; $1,000 telephonic/electronic | Per meeting |
| Committee meeting fees | $1,000 per meeting | Applies to all committees |
| Committee chair retainers | $25,000 (Audit, Compensation); $15,000 (Nominating & Corporate Governance) | Annual |
| Auletta – cash fees earned | $67,000 | 2024 amount |
| Director DC Plan (deferrals) | Up to 100% of cash/fees/RSUs; distributions only upon Separation of Service; no above-market rates | Established 2009 |
Performance Compensation
| Equity Element (2024) | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted shares/units (non-employee directors) | June 26, 2024 | 4,350 | $110,186 (Auletta) | Time-based; generally 1 year from grant | None disclosed; time-based vesting only |
Policy context:
- Non-employee director total compensation limit under Amended 2021 Plan: $500,000 per calendar year (measured at grant).
Other Directorships & Interlocks
- Other public company boards: None disclosed for Auletta (bios include current/last 5 years).
- Compensation Committee interlocks: Company disclosed none for 2024; Auletta was not on Compensation Committee.
Expertise & Qualifications
- Financial and banking leadership (KeyBank President; 35+ years of banking experience), with strong financial reporting, internal control, and risk evaluation knowledge; previously Audit Chair and financial expert.
- Independent director with governance exposure via Cleveland Clinic.
Equity Ownership
| As of March 21, 2025 | Shares Currently Owned | Shares Acquirable Within 60 Days | Percent of Class | Notes |
|---|---|---|---|---|
| Patrick V. Auletta | 12,135 | 18,694 | Less than 1% | “Shares acquirable” represent RSUs that settle upon Separation of Service under Director DC Plan |
- Anti-hedging and limited-pledging rules apply to directors (pre-approval required for pledging).
Insider Trades
| Transaction Date | Filing Date | Type | Quantity |
|---|---|---|---|
| Aug 16, 2024 | Aug 21, 2024 | Acquisition of restricted stock units | 79 |
Governance Assessment
-
Strengths: Independent; deep finance/audit pedigree; prior Audit Chair/financial expert; regular attendance; meaningful albeit modest equity exposure; anti-hedging/pledging policies support alignment.
-
Compensation mix: Balanced cash ($67k) and equity ($110,186) for 2024; standard director program structure (retainer + per-meeting + time-based RSUs).
-
Potential flags:
- Executive Committee oversight: Committee did not meet in 2024 and acted by written consent, which places greater emphasis on process rigor; Auletta serves on this committee chaired by the CEO.
- Section 16(a) timeliness: One late Form 4 (reported Aug 21 for Aug 16 RSU acquisition), a minor compliance lapse worth monitoring.
- Related-party environment: Board oversight involves multiple related-party arrangements with the Crawford family and purchases by Crawford United; while independence for Rosen was affirmed, these transactions raise general governance sensitivity and require vigilant independent oversight.
-
Overall view: Auletta’s independence, finance expertise, and attendance support board effectiveness; vigilance on executive committee processes and consistent compliance are prudent given the company’s related-party backdrop.