Ronna Romney
About Ronna Romney
Ronna Romney, age 81, has served as an independent director of Park-Ohio Holdings Corp. since 2001. She chairs the Compensation Committee and serves on the Executive Committee and the Nominating and Corporate Governance Committee; she is recognized for governance leadership, including Vice-Chairman of the Board and Chair of the Governance Committee at Molina Healthcare, Inc. since 1999 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. media (radio/TV) | Political and news commentator; author | Not disclosed | Public-policy and communications expertise |
| U.S. Senate (Michigan) | Candidate | 1996 | Political experience |
| President’s Commission for White House Fellowships | Chair | Not disclosed | Federal talent development oversight |
| President’s Commission for White House Scholars | Chair | Not disclosed | Education policy oversight |
| President’s National Advisory Council on Adult Education | Commissioner | Not disclosed | Adult education governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molina Healthcare, Inc. | Director; Vice-Chairman of the Board; Chair of Governance Committee | Since 1999 | Lead governance responsibilities; long-standing health care board experience |
| NACD / Women’s Inc. | Recognition | Top 100 director (2015); Most influential corporate board director (2019, 2023) | Recognition of governance leadership |
Board Governance
- Independence: The Board determined Ms. Romney is “independent” under Nasdaq rules; no relationships impairing independent judgment were identified .
- Committee assignments and chairs: Compensation Committee (Chair); Executive Committee (member); Nominating and Corporate Governance Committee (member; chaired by James W. Wert) .
- Attendance: The Board held five meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings, and all directors attended the 2024 annual meeting .
- Compensation Committee activity: The Compensation Committee held three meetings in 2024 and acted by written consent; its report was signed by Ronna Romney (Chair) and Steven H. Rosen .
- Interlocks and related-party participation: No compensation committee interlocks or related-party relationships for committee members in 2024; no PKOH executive served on another company’s compensation committee with a PKOH director .
- Say-on-pay context: In 2023, ~73% of votes supported executive compensation; triennial say-on-pay adopted, next vote expected in 2026 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee chair retainer | $25,000 | Compensation Committee chair premium |
| Meeting fees (Board) | $4,000 in-person; $1,000 telephonic/electronic | Per meeting |
| Meeting fees (committee) | $1,000 per meeting | Per meeting |
| Fees earned in cash (Romney, 2024) | $95,000 | Aggregate cash (retainer, chair fees, meeting fees) |
| Non-employee director compensation limit | $500,000 cap | Annual max measured at grant-date value; plan-imposed limit |
Performance Compensation
| Equity Awards (2024) | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted shares/RSUs (Romney) | June 26, 2024 | 4,350 | $110,186 | Generally vest one year from grant | None disclosed (time-based vesting) |
| Plan terms (Amended 2021 Plan) | — | — | — | Committee may provide accelerated vesting upon death, disability, termination, or change in control | No stock options below FMV; minimum one-year vesting; director awards may vest by next annual meeting ≥50 weeks |
The Compensation Committee has sole authority over director and executive compensation and may use independent consultants; PKOH maintains a clawback policy and prohibits hedging, with limited pledging noted in compensation practices .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Molina Healthcare, Inc. | Director; Vice-Chairman | Chair, Governance Committee | No PKOH-related transactions disclosed in proxy; PKOH Board affirms independence |
| PKOH Compensation Committee | Chair | — | No compensation committee interlocks or related-party ties in 2024 |
Expertise & Qualifications
- Governance leadership across public company boards; recognized by NACD (2015) and Women’s Inc. (2019, 2023) .
- Public-sector and education focus through federal commissions; communications experience (radio/TV commentator; author) .
- Long PKOH board tenure since 2001, with Compensation Committee chairmanship signaling deep involvement in pay design and oversight .
Equity Ownership
| Holder | Shares Owned (Mar 21, 2025) | Shares Acquirable Within 60 Days | % of Class |
|---|---|---|---|
| Ronna Romney | 35,345 | — | <1% |
| Shares outstanding | 14,229,372 | — | — |
| Unvested director RSUs/shares (as of Dec 31, 2024) | 4,350 (per director) | — | Time-based vesting |
Insider Trades
| Filing Date | Trade Date | Form | Transaction Type | Shares |
|---|---|---|---|---|
| June 14, 2024 | June 11, 2024 | Form 4 | Dispositions (10 transactions) | 5,000 |
Governance Assessment
- Strengths: Clear independence determination; active chair of Compensation Committee; transparent director pay structure with equity that vests over one year; strong attendance; plan-imposed cap on non-employee director compensation; clawback policy and anti-hedging practices support alignment .
- Potential watch items: Long tenure since 2001 may raise routine independence scrutiny for some investors despite formal independence; Executive Committee membership alongside management could be viewed as reducing separation between oversight and operations; June 2024 sale of 5,000 shares may prompt questions about personal portfolio strategy but does not imply misalignment by itself .
- Signals for investors: As Compensation Committee Chair, Romney co-signs the CD&A and oversees pay outcomes; prior say-on-pay support at ~73% suggests room for investor dialogue; continued adherence to equity vesting standards and no hedging supports confidence in alignment .