Robert Vilsack
About Robert Vilsack
Robert D. Vilsack, age 64, serves as Chief Legal & Administrative Officer and Corporate Secretary of Park-Ohio Holdings Corp. He has been Secretary and Chief Legal Officer since joining the company in 2002 and added Chief Administration Officer responsibilities in 2020 . Company performance in 2024 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), while the company’s cumulative TSR value-of-$100 stood at $86.98 as of 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park-Ohio Holdings Corp. | Chief Legal & Administrative Officer, Corporate Secretary | 2002–present | Oversight of significant litigation, compliance enhancements, corporate procurement and IT leadership; corporate secretarial duties |
| Park-Ohio Holdings Corp. | Chief Administration Officer | 2020–present | Administration leadership across procurement and IT, supporting operational resilience |
External Roles
No external directorships or roles for Mr. Vilsack are disclosed in the latest proxy and 10-K filings .
Fixed Compensation
Multi-year cash compensation and perquisites:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 391,256 | 400,000 | 418,756 |
| Bonus ($) | 420,000 | 1,000,000 | 600,000 |
| All Other Compensation ($) | 33,578 (incl. car/club dues) | 31,190 | 38,408 (club dues $23,323) |
Retirement and deferred compensation:
| Plan | 2024 Present Value / Balance ($) | Contributions in 2024 | Earnings in 2024 |
|---|---|---|---|
| AB Plan (cash-balance pension) | 115,638 present value at 12/31/2024 | Company credits equal to 3% of compensation (plan-wide) | Interest credited at 4.0% (plan-wide) |
| 2005 Supplemental Defined Contribution Plan | 504,359 aggregate balance | Executive: $0; Company: $0 | 70,449 aggregate earnings |
Governance policies relevant to fixed comp:
- Stock ownership guidelines: 3× base salary for non-CEO NEOs; NEOs (including Mr. Vilsack) “substantially exceeded” guidelines as of 12/31/2024 .
- Clawback policy (effective Nov 8, 2023) requires recovery of excess incentive-based compensation upon restatements; no indemnification permitted .
- Anti-hedging and pledging: Hedging prohibited; pledging prohibited except limited, pre-approved exceptions .
Performance Compensation
Structure and outcomes:
| Component | Metric | Target/Formula | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary, based on Company performance and individual impact (litigation, compliance, procurement, IT) | No set formula (non-participant in CEO Bonus Plan) | $600,000 | Cash (paid early 2025 for 2024 performance) |
| Equity – Restricted Shares (2024 grant) | Time-based RS (22,000 shares) | Grant date 6/26/2024; 1/3 vest annually | Grant-date fair value $557,260 | 1/3 on 6/26/2025, 1/3 on 6/26/2026, 1/3 on 6/26/2027 (time-based, no performance conditions) |
2024 grants and outstanding equity:
| Grant Date | Instrument | Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 6/26/2024 | Restricted Shares | 22,000 | 1/3 each year over 3 years | 557,260 |
| 5/31/2023 | Restricted Shares | 22,084 | 1/3 each year over 3 years | Market value of remaining unvested at 12/31/2024: 580,147 |
| 6/14/2022 | Restricted Shares | 7,500 | 1/3 each year over 3 years | Market value of remaining unvested at 12/31/2024: 197,025 |
Stock vested in 2024:
| Metric | 2024 |
|---|---|
| Shares vested | 23,892 |
| Value realized on vesting ($) | 611,850 |
Company-wide equity plan posture:
- At 3/21/2025: no stock options or SARs outstanding; full-value awards (RS/RSUs) outstanding: 622,894 shares .
- Minimum one-year vesting standard; performance awards permitted but 2024 NEO awards were time-based RS .
Equity Ownership & Alignment
Beneficial ownership and unvested equity:
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 187,764 |
| Ownership % of outstanding | 1.32% |
| Unvested RS (as of 12/31/2024) | 51,584 total: 7,500 (6/14/2022), 22,084 (5/31/2023), 22,000 (6/26/2024) |
| Market value of unvested RS at 12/31/2024 | $197,025 (2022 grant), $580,147 (2023 grant), $577,940 (2024 grant), based on $26.27 close |
| Options – exercisable / unexercisable | None disclosed; no options outstanding company-wide |
| Pledging / hedging | Prohibited (limited, pre-approved pledging); hedging prohibited |
| Ownership guideline (NEO) | 3× base salary; status: “substantially exceeded” as of 12/31/2024 |
Indicative vesting schedule for the 6/26/2024 RS grant (22,000 shares):
- 7,333 shares on 6/26/2025; 7,333 on 6/26/2026; 7,334 on 6/26/2027 (1/3 each year beginning first anniversary) .
Section 16 and insider activity:
- No delinquent Section 16 filings noted for Mr. Vilsack in 2024; the proxy lists delinquencies for certain directors only .
Employment Terms
- At-will employment; no employment agreements or contractual severance for NEOs .
- Change-in-control (CIC): All restricted share grants fully vest upon CIC; no CIC cash payments or benefits; plan CIC definition updated to a non-liberal standard (e.g., 30% voting power threshold) .
- Death/disability: RS fully vest; options (if any) become exercisable; AB Plan benefits payable; illustrative values at 12/31/2024 show RS acceleration value $1,355,112 for Mr. Vilsack .
- Clawback: Mandatory recovery of excess incentive-based compensation after restatement, applicable to current/former executive officers .
- Insider Trading Policy: Hedging prohibited; pledging limited and pre-approved .
Compensation Structure Analysis
- Mix shift: 2024 bonus down 40% YoY ($600k vs. $1.0m in 2023) amid normalization from prior-year M&A-related contributions; RS grant fair value up modestly ($557k vs. $522k in 2023) .
- Equity instrument selection: Time-based RS favored over options to support retention and alignment while minimizing dilution; no PSUs or options granted to NEOs in 2024 .
- Governance signals: No employment agreements, no excise tax gross-ups, and minimum vesting requirements under the plan reduce shareholder-unfriendly features .
- Say-on-pay: 73% approval in 2023 indicates shareholder scrutiny of pay practices; next vote in 2026 .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay support: ~73% approval; triennial say-on-pay cadence adopted; next vote expected in 2026 .
- Engagement: Ongoing investor outreach across strategy, performance, compensation, and governance; Compensation Committee uses independent consultant (Pay Governance) and discretion without peer benchmarking .
Investment Implications
- Alignment: Material direct ownership (187,764 shares) and sizeable unvested RS (~51.6k shares) create tangible alignment and retention hooks; hedging/pledging prohibitions mitigate misalignment risk .
- Retention vs. flexibility: Absence of employment agreements and cash severance increases managerial flexibility but could elevate retention risk; time-based RS with single-trigger CIC acceleration provides liquidity/incentive continuity in change-of-control scenarios .
- Near-term supply dynamics: Scheduled RS vesting (7.3k–7.4k shares annually from the 2024 grant) may create episodic liquidity windows; no options outstanding reduces forced exercise/selling pressure .
- Pay-for-performance: Discretionary bonuses tied to operational/legal execution (not formulaic metrics) suggest qualitative evaluation; broader company performance improved in 2024 (EPS, net income, margins), supporting compensation outcomes .