Patrick Fogarty
About Patrick Fogarty
Patrick W. Fogarty, age 63, is Park-Ohio’s Vice President and Chief Financial Officer (CFO). He has served as CFO since 2015, previously Director of Corporate Development (1997–2015) and Director of Finance (1995–1997), giving him ~30 years at the company and 10 years in the CFO role as of 2025 . 2024 performance under his financial leadership included net sales of $1.7B, operating cash flow of $35M, net income of $42.2M (+24% YoY), and EPS of $3.19 (+17% YoY) . Over the 2019–2024 measurement period, the company’s cumulative TSR translated to a $100 investment finishing at $86.98 vs $192.86 for the NASDAQ U.S. Benchmark TR peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Vice President & Chief Financial Officer | 2015–present | Oversight of internal finance/accounting, cash management, capital structure, and delivery of company financial targets |
| Park-Ohio Holdings Corp. | Director of Corporate Development | 1997–2015 | Led corporate development initiatives; recognized for leadership in significant portfolio actions (e.g., 2023 General Aluminum sale reflected in bonus context) |
| Park-Ohio Holdings Corp. | Director of Finance | 1995–1997 | Strengthened finance function foundations preceding corporate development leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 443,750 | 450,000 | 472,500 |
| Change in Pension Value ($) | 7,430 | 15,957 | 16,219 |
| All Other Compensation ($) | 22,141 | 15,884 | 28,698 (incl. club memberships of $16,182) |
Pension and qualified retirement: AB (cash balance) Plan credited service 13.75 years; present value of accumulated benefit $115,644 as of 12/31/24 . Nonqualified deferred comp (2005 Plan): no 2024 contributions; aggregate balance $44,587 .
Performance Compensation
Annual Cash Bonus (Discretionary)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Subjective (company and individual performance) | None | $700,000 | $700,000 | Cash, immediate |
| Annual Cash Bonus (2023) | Subjective; elevated for leadership in General Aluminum sale | None | $1,000,000 | $1,000,000 | Cash, immediate |
| Annual Cash Bonus (2022) | Subjective | None | $500,000 | $500,000 | Cash, immediate |
The Compensation Committee does not use formulaic non-CEO metrics; Fogarty’s bonus reflects company performance, contributions to cash management, capital structure, and operational execution .
Equity Awards – Restricted Shares (Time-Based)
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 6/26/2024 | 22,000 | 557,260 | Vests one-third annually over 3 years |
Outstanding unvested restricted shares at 12/31/24:
| Grant Date | Unvested Shares (#) | Market Value @ $26.27 ($) |
|---|---|---|
| 6/14/2022 | 7,500 | 197,025 |
| 5/31/2023 | 22,084 | 580,147 |
| 6/26/2024 | 22,000 | 577,940 |
Stock vested in 2024:
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 23,892 |
| Value realized on vesting ($) | 611,850 |
Multi-Year Total Compensation (Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 443,750 | 450,000 | 472,500 |
| Bonus | 500,000 | 1,000,000 | 700,000 |
| Stock Awards (grant-date FV) | 369,000 | 522,381 | 557,260 |
| Non-Equity Incentive | — | — | — |
| Pension Change | 7,430 | 15,957 | 16,219 |
| All Other Compensation | 22,141 | 15,884 | 28,698 |
| Total | 1,342,321 | 2,004,222 | 1,774,677 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 151,171 |
| Ownership as % of shares outstanding | 1.06% of 14,229,372 shares |
| Unvested restricted shares outstanding | 51,584 (7,500 from 2022; 22,084 from 2023; 22,000 from 2024) |
| Options (exercisable/unexercisable) | None disclosed for Fogarty; no option awards reported 2022–2024 |
| Shares pledged as collateral | Not disclosed; company policy prohibits pledging except limited, pre-approved cases |
| Stock ownership guidelines | 3× base salary for NEOs; 5× for CEO |
| Compliance with guidelines | As of 12/31/24, NEOs (including Fogarty) substantially exceeded guidelines |
| 2024 vesting supply indicator | 23,892 shares vested; value $611,850 |
Employment Terms
- Employment status: At-will; no individual employment agreement .
- Severance: No severance contracts; zero cash severance upon termination .
- Change-of-control (COC) economics: Single-trigger full vesting of restricted shares; no cash payments; Fogarty’s RS vesting value at 12/31/24 would be $1,355,112 on COC . COC definition and plan mechanics per 2021/2025 Amended Plan .
- Death/Disability vesting: Full vesting; Fogarty value $1,355,112; AB Plan immediate recognition; retirement AB balance $117,367 .
- Clawback: Policy adopted Nov 8, 2023, recovers excess incentive-based comp after restatements per SEC/Nasdaq rules .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited unless pre-approved and limited .
- Non-compete/non-solicit/garden leave: Not disclosed.
Compensation Structure Analysis
- Mix and risk: Fogarty’s equity is primarily time-based RS with three-year ratable vesting, lowering performance leverage vs PSUs and potentially emphasizing retention over strict pay-for-performance . Discretionary bonus determinations reflect qualitative and company performance factors rather than formulaic targets for Fogarty .
- No options: Shift to RS over options reduces upside asymmetry; option awards are not part of his recent compensation .
- Governance practices: No excise tax gross-ups; clawback policy in place; anti-hedging and limited pledging restrictions; stock ownership guidelines exceeded .
Performance & Track Record
- 2024 outcomes: Net sales $1.7B; operating cash flow $35M; net income $42.2M (+24%); EPS $3.19 (+17%); gross margin +60 bps .
- TSR context: 2019–2024 cumulative TSR value of $86.98 vs peer $192.86 .
- Notable initiatives: Committee highlighted Fogarty’s leadership in 2023 portfolio actions (sale of General Aluminum) when considering the 2023 bonus .
Investment Implications
- Alignment: 1.06% ownership and exceeded stock ownership guidelines indicate meaningful alignment; anti-hedging and limited pledging reduce misalignment risks .
- Incentive design: Discretionary bonuses and time-based RS imply lower direct sensitivity to financial targets for Fogarty; this can stabilize retention but may dilute pay-for-performance link vs PSU frameworks .
- Event risk: Single-trigger RS acceleration on COC with no cash severance creates potential retention/timing dynamics around M&A; vesting cadence (one-third annually; 23,892 shares vested in 2024) may create periodic supply pressure due to tax withholding/sales conventionally associated with vesting .
- Governance: Clawback policy, no gross-ups, and at-will status support shareholder-friendly posture; 2023 say-on-pay approval of ~73% suggests moderate investor support with room for continued engagement .