Steven Rosen
About Steven H. Rosen
Steven H. Rosen (age 54) is an independent director of Park-Ohio Holdings Corp. (PKOH) serving since 2011. He sits on the Audit Committee and the Compensation Committee, and is Co-Chief Executive Officer of Resilience Capital Partners, a private equity firm he co-founded in 2001. The Board has affirmed his independence under Nasdaq rules, specifically determining that his role as a director and shareholder of Crawford United Corporation—an entity that purchased products from PKOH in the ordinary course—did not impair independence. As of March 21, 2025, he beneficially owned 48,800 PKOH shares (<1% of outstanding).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invacare Corporation | Director | 2022–2024 | External board experience in healthcare equipment; adds governance perspective |
| Park-Ohio Holdings Corp. | Director (continuing) | 2011–present | Finance/M&A-focused contributions; Audit and Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resilience Capital Partners | Co-Chief Executive Officer | 2001–present | PE investor; capital markets, turnaround and M&A expertise |
| Zanite Acquisition Corp. | Director and Co-CEO | 2020–present | SPAC leadership experience |
| Crawford United Corporation | Director | 2012–present | Interlocked with PKOH through ordinary-course transactions (see Related-Party) |
| AmFin Corporation | Director | 2018–present | Financial services exposure |
Board Governance
- Committee assignments and roles: Rosen serves on the Audit Committee and the Compensation Committee; he is not a committee chair. The Audit Committee (chair: John D. Grampa) held 8 meetings in 2024. The Compensation Committee (chair: Ronna Romney) held 3 meetings in 2024.
- Attendance: The Board met 5 times in 2024; no director attended less than 75% of aggregate Board and committee meetings, and all directors attended the 2024 annual meeting.
- Independence: The Board determined Rosen is independent under Nasdaq rules; his Crawford United affiliation did not impair independence.
- Compensation Committee oversight: The committee (Romney, Rosen) reported no interlocks or insider participation; Rosen co-signed the Compensation Committee Report.
- Board leadership: PKOH combines CEO/Chair roles (Matthew V. Crawford) with a Lead Director (James W. Wert) presiding over executive sessions—key for independent oversight.
Fixed Compensation
Director compensation structure for 2024 and Rosen’s actuals:
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | 2024 director pay program |
| Board meeting fee (in-person) | $4,000 per meeting | Policy rate; actual mix may vary by attendance mode |
| Board meeting fee (telephonic/electronic) | $1,000 per meeting | Policy rate |
| Committee meeting fee | $1,000 per meeting | Policy rate |
| Chair retainers (if applicable) | $25,000 Audit/Comp; $15,000 N&CG | Rosen is not a chair |
| Rosen 2024 Director Compensation (Cash) | Amount |
|---|---|
| Fees earned or paid in cash | $76,000 |
Performance Compensation
PKOH grants time-vested equity to non-employee directors; no performance metrics apply to director awards.
| Rosen 2024 Equity Award | Value/Detail |
|---|---|
| Stock awards (grant-date fair value) | $110,186 |
| Grant size | 4,350 restricted shares/RSUs to each director as of June 26, 2024 |
| Vesting | Generally vests one year from grant date (June 26, 2024 grant) |
| Plan guardrails | Non-employee director annual compensation cap of $500,000 under the Amended 2021 Plan |
| Anti-repricing | No option/SAR repricing without shareholder approval (plan prohibition) |
Other Directorships & Interlocks
| Entity | Nature of Interlock | Detail |
|---|---|---|
| Crawford United Corporation | Business relationship; Rosen is a director and shareholder | Crawford United subsidiaries purchased PKOH products in ordinary course ($406,358 in 2024; $1,633,413 purchases and $138,452 rent in 2023); Board deemed Rosen’s independence not impaired |
| Internal interlocks | Overlap with other PKOH directors | James W. Wert also serves as a director of Crawford United (since 2021), creating a board-level network tie |
Expertise & Qualifications
- Private equity operator with deep turnaround, credit and M&A experience as Co-CEO of Resilience Capital Partners, adding capital markets and strategic planning expertise to PKOH.
- Public company governance experience across multiple boards, including industrials and financial services, providing diverse oversight perspectives.
Equity Ownership
| Holder | Date | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Steven H. Rosen | March 21, 2025 | 48,800 | <1% |
| Steven H. Rosen | March 27, 2024 | 44,450 | <1% |
Notes:
- As of December 31, 2024, each director held 4,350 restricted shares or units outstanding from the June 26, 2024 grant (time-based).
- Anti-hedging policy prohibits hedging; pledging is prohibited except with pre-approval and limits—enhancing alignment.
Insider Trading and Section 16 Compliance
| Year | Timely Section 16 Filings for Rosen | Notes |
|---|---|---|
| 2024 | Yes | Proxy lists exceptions for other directors; Rosen not cited among late filers |
Related-Party / Conflict Review
- Crawford United transactions: PKOH disclosed ordinary-course sales to subsidiaries of Crawford United (where Rosen, Matthew V. Crawford, and Edward F. Crawford are significant shareholders). Amounts: $406,358 in 2024; $1,633,413 in 2023 plus $138,452 in rent. Related-party leases also exist with entities owned by Matthew and Edward Crawford (aircraft and facilities). The Audit Committee reviews and approves related-party transactions case by case; the Board concluded Rosen’s independence remains intact.
- Policy/process: Audit Committee is responsible for reviewing/approving related-party transactions; no written policy, but arm’s-length standards are applied.
Governance Assessment
- Strengths:
- Independent director with significant financial/restructuring acumen; active on Audit and Compensation—high-impact committees.
- Attendance expectations met across Board and committees; all directors attended the 2024 annual meeting.
- Director equity is time-based and modest; plan contains robust guardrails (director compensation cap; anti-repricing; minimum vesting conventions), and company-wide anti-hedging/limited pledging policy supports alignment.
- Watch items / potential red flags:
- Ongoing related-party ties via Crawford United—transactions declined in 2024 vs. 2023 but persist; Board assessed independence as unaffected. Continued transparent disclosure and Audit Committee oversight are important.
- Combined CEO/Chair structure persists; mitigated by an empowered Lead Director who presides over executive sessions—monitor ongoing board dynamics and refreshment.
- Shareholder signaling:
- Say-on-pay support was 73% in 2023 (triennial cadence; next vote expected 2026), indicating room for continued outreach and clarity on pay-for-performance linkages.