DEF 14A of Park Ohio Holdings Corp, Apr 2, 2026

DEF 14A of Park Ohio Holdings Corp

Filed Apr 2, 2026 · FY20250001174947-26-000447

Open on EDGAR

  1. Nominees for Election

    Nominees for Election

  2. Nominees for Election

    | Patrick V. Auletta Age: 75 Committees: Executive Committee | Background Director since 2004; President Emeritus of KeyBank National Association (financial services company) since 2005; President of KeyBank National Association from 2001 to 2004; over 35 years of banking experience at KeyBank. Director Emeritus of the Cleveland Clinic. Mr. Auletta’s extensive experience in finance, the banking industry and general management, including his service as President of an operating company of a publicly-traded corporation, enables him to make significant contributions to the Board, particularly when he served as the Chair of the Audit Committee and as our Audit Committee financial expert. Qualifications Mr. Auletta has a broad and deep understanding of financial analysis, the financial reporting system, the challenges involved in developing and maintaining effective internal controls and evaluating risks to the Company. | | Howard W. Hanna IV Age: 54 Committees: Audit Committee | Background Director since 2018; President of Howard Hanna Real Estate Services (real estate company) since 2015. Qualifications Mr. Hanna brings significant marketing, sales, and branding expertise as well as experience in guiding company growth through acquisitions. | | Dan T. Moore III Age: 86 Committees: Long-Range Planning Committee Nominating and Corporate Governance Committee | Background Director since 2003; Chief Executive Officer of Dan T. Moore Co. (a management company overseeing a portfolio of companies performing research and development of advanced materials and manufacturing, including Delaware Dynamics, Delaware Dynamics Michigan, Soundwich, Polyfill and Fiberworx and holds 38 patents). He is a Trustee of the Cleveland Clinic and a Cleveland Metroparks Commissioner. Qualifications Mr. Moore brings to the Board his business acumen and operations experience demonstrated over years of managing numerous manufacturing companies as well as being a recognized and successful entrepreneur. From his experience, as well as his service on the boards of other publicly-traded corporations, such as Hawk Corporation and Invacare Corporation, Mr. Moore offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly-traded corporation. |

  3. Directors with Term Expiring 2027

    Directors with Term Expiring 2027

  4. Directors with Term Expiring 2027

    | Matthew V. Crawford Age: 56 Committees: Executive Committee Long-Range Planning Committee | Background Director since 1997; Chairman and Chief Executive Officer of the Company since 2018; President and Chief Operating Officer from 2003 to 2018 and President since 2019; Senior Vice President from 2001 to 2003; Assistant Secretary and Corporate Counsel from 1995 to 2001; President of The Crawford Group (a venture capital, management consulting company) since 1995. Director of Crawford United Corporation, previously known as Hickok Incorporated (developer and manufacturer of electronic diagnostic tools and equipment), from 2014 to 2026. With over 30 years of experience at the Company, Mr. Matthew Crawford is intimately familiar with the Company’s capabilities, customers, strategy, position in its industries and with developments within its industries. In addition, he is experienced in operating a number of diversified private companies. Qualifications Mr. Matthew Crawford’s experience, influence and deep knowledge of the Company and its industries provides the Board with the management perspective necessary to successfully oversee the Company and its strategy and business operations. Mr. Edward Crawford is the father of Mr. Matthew Crawford. | | Ronna Romney Age: 82 Committees: Compensation Committee Executive Committee Nominating and Corporate Governance Committee | Background Director since 2001; former political and news commentator for radio and television; author; U.S. Senate Candidate for Michigan in 1996; former Chair of the President’s Commission for White House Fellowships; former Chair of the President’s Commission for White House Scholars; former Commissioner on the President’s National Advisory Council on Adult Education; since 1999 Director of Molina Healthcare, Inc. (managed healthcare service provider), Vice-Chairman of the Board and Chairman of the Governance Committee of Molina Healthcare, Inc. Selected as a top 100 director in America in 2015 by the NACD (National Association of Corporate Directors). Selected in 2019 and 2023 by “Women’s Inc.” magazine as one of the most influential corporate board directors. Qualifications Ms. Romney’s diverse experiences as a lead director for a health care company, her political experience, and her focus on education issues ensures the Board is aware of alternative perspectives in the oversight of the Company. | | James W. Wert Age: 79 Committees: Audit Committee Nominating and Corporate Governance Committee | Background Director since 1992 and Lead Director since 2014; Chairman, Advisory Board and Senior Client Advisor since 2023, Managing Member from 2019 to 2023, Chief Executive Officer and President from 2003 to 2023, Director since 2003 and Vice President from 2000 to 2002 of CM Wealth Advisors, Inc. (a registered investment advisor); Director of Crawford United Corporation, previously known as Hickok Incorporated (developer and manufacturer of electronic diagnostic tools and equipment), from 2021 to 2026. Formerly Senior Executive Vice President and Chief Investment Officer of KeyCorp (financial services company) from 1995 to 1996 and Chief Financial Officer of KeyCorp and predecessor companies from 1990 to 1995. Director of Marlin Business Services Corp. from 1997 to 2022. From 1997 to 2008, director of Continental Global Group. Qualifications Mr. Wert has acquired extensive experience handling transactional finance and investment issues through his experience managing a registered investment adviser and as chief financial and investment officer of a publicly-traded corporation. Through this experience, as well as his service on other boards of publicly-traded corporations, he provides important insight and assistance to the Board in the areas of finance, investments and corporate governance. In addition, as one of our longest-standing directors, Mr. Wert provides continuity to the Board and has a broad understanding of the strategic and operational issues we face. | | Andrew C. Clarke Age: 55 Committees: None | Background Director since September 2025; Director of LKQ Corporation (provider of alternative aftermarket and recycled auto parts to repair and accessorize vehicles) since July 2024; former Chief Financial Officer of C.H. Robinson Worldwide, Inc. (third-party logistics provider) from 2015 to 2019; former Chief Executive Officer of Panther Expedited Services, Inc. (a premium logistics provider) from 2006 to 2013. Prior to that, Mr. Clarke served in various executive roles, including as a Senior Vice President and Chief Financial Officer, at Forward Air Corporation (a diversified transportation services corporation) from 2000 to 2006. Qualifications Mr. Clarke has over 25 years of experience in the transportation industry and brings valuable insight to the Board. |

  5. Directors with Term Expiring 2028

    Directors with Term Expiring 2028

  6. Directors with Term Expiring 2028

    | Edward F. Crawford Age: 87 Committees: None | Background Director since 2021 and previously from 1992 to 2019; U.S. Ambassador to Ireland 2019 to 2021; President of the Company 2018 to 2019 and 1997 to 2003; Chairman and Chief Executive Officer of the Company from 1992 to 2018. Director of Invacare Corporation from 2022 to 2023. Director of Crawford United Corporation, previously known as Hickok Incorporated (developer and manufacturer of electronic diagnostic tools and equipment), from 2012 to 2019 and from 2021 to 2026. Chairman and Chief Executive Officer of The Crawford Group (a venture capital, management consulting company) from 1964 to 2019 and since 2021. Previously a director of Materion Corporation (producer of high performance advanced engineered materials used in a variety of applications) from 2014 until 2017. Qualifications Mr. Edward Crawford has completed over 30 years of service to the Company as a director and senior officer and has amassed extensive knowledge of the Company’s strategies and operations. In addition, he also brings to the Board his experience in leading a variety of private enterprises for over 45 years. Mr. Matthew Crawford is the son of Mr. Edward Crawford. | | John D. Grampa Age: 78 Committees: Audit Committee | Background Director since 2015; Former Senior Vice President, Finance and Chief Financial Officer, Materion Corporation (producer of high performance advanced engineered materials used in a variety of applications). Mr. Grampa served in that position from December 2006 until January 2015 and remained with Materion as Senior Vice President, Administration until September 2015. Prior to that, he had served as Vice President, Finance and Chief Financial Officer since 1999 and Vice President, Finance since 1998. Prior to joining Materion, Mr. Grampa had served as Vice President, Finance and held various other financial management positions with the Worldwide Materials business of Avery Dennison Corporation (pressure sensitive materials, office products, labels and other converted products) since 1984. Prior to that, Mr. Grampa held a variety of financial management positions at Diamond Shamrock Corporation (industrial and specialty chemicals, plastics, and oil and gas) since February 1970. Qualifications Mr. Grampa brings an extensive, broad-based strategic operations and finance background from his experiences in three global manufacturers. His extensive experience in financial management and with acquisitions provides him with the knowledge and insight to address the complex operational and financial issues facing global industrial companies today, particularly in his capacity as Chair of the Audit Committee and as our Audit Committee financial expert. | | Steven H. Rosen Age: 55 Committees: Audit Committee Compensation Committee | Background Director since 2011; Co-Chief Executive Officer of Resilience Capital Partners (private equity firm) since 2001. Mr. Rosen is involved with all aspects of the firm’s operations, including developing and maintaining relationships with investors and investment intermediaries, and the firm’s strategic planning efforts. Director and Co-CEO of Zanite Acquisition Corp. since 2020. Director of Crawford United Corporation, previously known as Hickok Incorporated (developer and manufacturer of electronic diagnostic tools and equipment), from 2012 to 2026, AmFin Corporation since 2018 and Invacare Corporation from 2022 to 2024. Qualifications With his experience in assisting underperforming businesses and his expertise in the dynamics of capital markets, credit markets and mergers and acquisitions, Mr. Rosen provides the Board insight in such diversified areas as finance, strategic planning, operations and capital investment. |

  7. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We compensate non-employee directors for serving on our Board and reimburse them for expenses incurred in connection with Board and committee meetings. During 2025, each non-employee director (other than Mr. Edward F. Crawford and other than Andrew C. Clarke, who was appointed to the Board in September 2025 and whose compensation was prorated) earned, as an annual retainer, $50,000 and was granted 4,844 restricted shares (or restricted share units deferred under the Director DC Plan defined below). The restricted shares (or restricted share units) were granted under our 2021 Equity and Incentive Compensation Plan, as amended and restated, which we refer to as the 2021 Plan, that was approved by our shareholders at our May 15, 2025 annual meeting. The non-employee directors also received $4,000 for each Board meeting attended in-person and $1,000 for each Board meeting attended telephonically or electronically, and $1,000 for each committee meeting attended in-person or telephonically. The Audit and Compensation Committee Chairpersons each received an additional $25,000 committee chair annual retainer and the Nominating and Corporate Governance Committee Chairperson received an additional $15,000 committee chair annual retainer.

  8. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation(2) | Total ($) | | Patrick V. Auletta | 66,000 | 85,012 | 0 | 151,012 | | Andrew C. Clarke | 30,000 | 42,501 | 0 | 72,501 | | Edward F. Crawford | 0 | 0 | 500,000 | 500,000 | | John D. Grampa | 99,000 | 85,012 | 0 | 184,012 | | Howard W. Hanna IV | 73,000 | 85,012 | 0 | 158,012 | | Dan T. Moore III | 68,000 | 85,012 | 0 | 153,012 | | Ronna Romney | 96,000 | 85,012 | 0 | 181,012 | | Steven H. Rosen | 76,000 | 85,012 | 0 | 161,012 | | James W. Wert | 91,000 | 85,012 | 0 | 176,012 |

  9. COMPENSATION OF DIRECTORS

    (1)The amounts in this column represent the grant date fair value for awards of restricted shares or share units, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. The restricted shares or share units vest one year from the date of grant for all directors. As of December 31, 2025, each director in the table held 4,844 restricted shares or share units, with the exception of Mr. Clarke, who held 2,001 restricted shares. (2)For Mr. Edward Crawford, the amount represents payments received pursuant to a consulting arrangement for advisory services rendered to the Company. Mr. Edward Crawford receives an annual stipend of $500,000 for advisory services related to acquisitions, customer relations and human logistical and cultural development. Mr. Edward Crawford receives no compensation for his service as a director. In 2009, we established a 2009 Director Supplemental Defined Contribution Plan, or Director DC Plan, which is a non-qualified deferred compensation plan for our directors. Under the Director DC Plan, eligible directors can defer up to 100% of their cash retainer, attendance fees, and/or restricted share units for pre-tax savings opportunities. The investment options available to the eligible directors are the same investment options offered under our 401(k) Plan. Eligible directors’ contributions and earnings are always 100% vested. Distributions under the Director DC Plan may be made only upon a Separation of Service (as defined in the Director DC Plan). Distributions are paid in a lump sum or in annual installments over a maximum of 10 years. We do not pay above-market interest rates or provide preferential earnings.

  10. Compensation Practices

    | | What We Do | | What We Don’t Do | | ✔ | Exercise judgment and discretion in compensation decisions | ✗ | No guaranteed bonus arrangements | | ✔ | Set maximum payout caps on annual incentives | ✗ | No re-pricing of stock options or back dating of awards | | ✔ | Maintain an appropriate balance between short- term and long-term compensation | ✗ | No enhanced retirement benefits for our named executive officers | | ✔ | Use multi-year vesting requirement for long-term equity awards | ✗ | Non-qualified deferred compensation plans do not provide premium or guaranteed investment returns | | ✔ | Set stock ownership guidelines for executive officers | ✗ | No hedging transactions and limited pledging of shares | | ✔ | Maintain a clawback policy | ✗ | No employment agreements or severance arrangements | | ✔ | Utilize the expertise of an independent compensation consultant | ✗ | No excise tax gross up in the event of a change-in-control |

  11. Compensation Consultant

    Compensation Consultant Since 2017, the Compensation Committee has engaged Pay Governance, a leading independent provider of executive compensation consulting services, to serve as our compensation consultant. Pay Governance has periodically been engaged to help evaluate our compensation program, to review, comment and make recommendations on executive compensation matters, to help select appropriate market data for compensation determinations, to assist in executive compensation disclosures, and to provide updates on regulatory changes in compensation-related issues and other developments and trends in executive compensation. The Compensation Committee has conducted a review of its relationship with Pay Governance and has identified no conflict of interest under applicable Nasdaq Stock Market and SEC rules. For 2025, the Compensation Committee did not use a peer group of companies in determining compensation related matters. The Compensation Committee does not benchmark or otherwise aim for a level of compensation that falls within a specific range of market survey or peer group data. Instead, the Compensation Committee considers many factors in exercising its judgment and discretion in making compensation decisions, and actual compensation can and does vary widely, either above or below these considerations, based on Company and individual performance, scope of responsibilities, competencies and experience, as further discussed below. The Compensation Committee considers many factors in exercising its judgment and discretion in making compensation decisions. Other factors the Compensation Committee considers when making individual compensation decisions are described under “Compensation Components” below. The Compensation Committee believes that the foregoing actions are consistent with our philosophy and objectives.

  12. Annual Cash Bonus

    Annual Cash Bonus Annual cash bonus awards are used to reward and motivate our named executive officers for achieving key financial and operational objectives. The annual incentive bonus awards are generally payable based on the Company’s performance and the level of individual contributions to that performance. We have established our Annual Cash Bonus Plan, or Bonus Plan, in which our CEO and any other named executive officer selected by the Compensation Committee may participate and be eligible to receive an annual cash bonus depending on the performance of our Company against specific performance measures established by the Compensation Committee before the end of the first quarter of each year.

  13. CEO Annual Cash Bonus Award

    CEO Annual Cash Bonus Award For 2025, only our CEO participated in the Bonus Plan. The annual cash bonus award for our CEO is a performance-based award opportunity and is intended to reward our CEO for achieving pre-determined key financial performance measures. The Compensation Committee determined that our CEO would be eligible for a cash bonus award under the Bonus Plan equal to 5% of our 2025 consolidated adjusted income before income taxes, subject to an overall limit of $5,000,000. We define consolidated adjusted income before income taxes as consolidated income (loss) from continuing operations before income taxes, adjusted for unusual and extraordinary gains or losses. Under the Bonus Plan, for purposes of determining the annual cash bonus award for our CEO, the Compensation Committee is permitted to make additional adjustments to exclude or include certain items that the Compensation Committee determines are not indicative of the Company’s underlying performance, and is also authorized to exercise negative discretion and reduce our CEO’s award. The Compensation Committee believes consolidated adjusted income before income taxes is an appropriate measure of our core operating performance, and directly links our CEO’s annual incentive bonus award to our profitability. For 2025, for the purpose of calculating the annual cash bonus award, the Compensation Committee adjusted the consolidated adjusted income before income taxes to $35,300,000 and the Compensation Committee did not authorize any discretion to reduce the award. As a result, Mr. Matthew Crawford earned a cash bonus award of $1,765,000 under the Bonus Plan for 2025. The Compensation Committee has historically used a percentage of consolidated adjusted income before income taxes as the performance measure for our CEO under the Bonus Plan in order to further incentivize superior financial performance by the Company realizing such a formula could result in a significant annual cash bonus award, but subject to an overall limit of $5,000,000 under the Bonus Plan. For 2026, the Compensation Committee once again has established that the performance measure for our CEO under the Bonus Plan will be 5% of our 2026 consolidated adjusted income before income taxes.

  14. Other Named Executive Officer Annual Cash Bonus Awards

    Other Named Executive Officer Annual Cash Bonus Awards With respect to our other named executive officers, the Compensation Committee has determined that they will not participate in the Bonus Plan so that it can maintain the flexibility to exercise subjectivity in granting discretionary annual cash bonuses based on both the Company’s performance and individual performance. There is no set formula or specific performance measure for determining annual bonus awards for our named executive officers who do not participate in the Bonus Plan. Annual cash bonus awards for these named executive officers are fully discretionary and are based on the Compensation Committee’s subjective judgment, after considering recommendations by our CEO and after taking into account our financial and operational performance. While the overall financial performance of the Company is the primary factor in determining these annual bonus awards, the Compensation Committee also may consider a number of other factors, including the named executive officer’s contribution to our success, the named executive officer’s overall leadership and expertise, total compensation levels, and other factors that the Compensation Committee deems, in its subjective judgment, are critical to driving long-term value for shareholders. Among the factors the Compensation Committee considered in determining the amount of the annual bonus award for Mr. Fogarty were: the overall financial performance of the Company; his effective oversight of the internal financial and accounting functions; his contributions to cash management and our capital structure, including the Company’s refinancing its senior notes and renewal of its credit agreement and revolving credit facility; and his role in helping to drive the achievement of financial performance measures. Mr. Fogarty’s annual bonus award was $616,000, compared to an annual bonus award of $700,000 for 2024, representing a decrease of 12%. Among the factors the Compensation Committee considered in determining the amount of the annual bonus award for Mr. Vilsack were: his oversight of significant litigation matters; his role in the enhancement of key compliance matters; his role in the Company’s refinancing its senior notes and renewal of its revolving credit facility; his leadership in the management of commercial disruptions; his effective supervision of the internal legal department; his role in carrying out the corporate secretarial functions; and his leadership role in corporate procurement and IT matters. Mr. Vilsack’s annual bonus award was $528,000, compared to an annual bonus award of $600,000 for 2024, representing a decrease of 12%. The Compensation Committee also considered internal equity considerations, as well as the overall compensation of each of our other named executive officers. While our overall financial performance was relatively more important than the individual performance factors described above, the Compensation Committee did not assign a specific weight to any factor, but rather, evaluated the totality of factors in making each annual bonus award. Information about bonuses paid to our named executive officers is contained in the “2025 Summary Compensation Table” below.

  15. Equity Compensation

    Equity Compensation We have granted equity awards under our 2021 Plan to provide long-term incentive compensation opportunities intended to align the named executive officers’ interests with those of our shareholders, and to attract, retain and reward executive officers. Our Compensation Committee administers our 2021 Plan. Historically, the Compensation Committee has granted restricted shares under our 2021 Plan but awards under our 2021 Plan also can be made in the form of performance shares, restricted share units, performance units, stock appreciation rights, stock options or stock awards. There is no set formula for the granting of equity awards to named executive officers. Other than for grants of equity awards to our CEO, the Compensation Committee typically considers recommendations from our CEO when considering decisions regarding the grant of equity awards to named executive officers. The Compensation Committee grants equity awards based on its subjective judgment and discretion, and may consider a number of criteria, including the relative rank of the named executive officer, total compensation levels, and the named executive officer’s historical and ongoing contributions to our success based on subjective criteria. Because the Compensation Committee and the CEO in their discretion consider such factors as they deem relevant in determining the named executive officer’s overall equity award, other factors may cause the award in any given year to differ from historical amounts. We do not have any program, plan or obligation that requires us to grant equity awards on specific dates. We have not made equity grants in connection with the release or withholding of material, non-public information. For 2025, the Compensation Committee approved a restricted share award for Mr. Matthew Crawford in the amount of 60,000 shares and restricted share awards for Messrs. Fogarty and Vilsack in the amounts of 25,000 shares each. These restricted share awards vest one-third each year over three years. The Compensation Committee did not perform a formulaic qualitative or quantitative analysis, but instead used its subjective judgment and discretion in determining the amount of the equity awards. Restricted shares were used over stock options because restricted shares serve to reward and retain executives and foster stock ownership, while also minimizing the number of shares granted in aggregate, thereby reducing dilution. In exercising its judgment and discretion, the Compensation Committee was influenced by recommendations from our CEO and motivated by its desire to award each named executive officer equity value that it considered necessary to achieve the shareholder alignment and the attraction, retention and motivation objectives of our compensation program. The Compensation Committee’s review and consideration of each of the named executive officer’s equity grants were of a general nature, rather than identifying and focusing on each individual’s performance relative to specific tasks, projects or accomplishments, or distinguishable qualitative performance goals. The Compensation Committee did not otherwise take into account any specific performance, criteria or achievements relative to qualitative performance goals when making its equity compensation decisions for 2025. In granting the 2025 restricted share awards, the Compensation Committee also considered: •total compensation levels for each named executive officer in 2023, 2024 and 2025; •the overall financial performance of the Company for the prior year; •the value provided by restricted shares versus stock options; •the value and size of historical grants and the value created from such grants; •the named executive officer’s current and expected future contributions to the Company; and •the price of our Common Stock on the date of grant and shares available for grant under the 2021 Plan. More information about equity awards granted in 2025 to our CEO and our other named executive officers is contained in the “2025 Grants of Plan-Based Awards Table.”

  16. Alternative CEO Total Compensation Disclosure

    | Name and Principal Position | Year | Base Salary ($) | Annual Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Comp. ($) | Total Comp. Awarded For FY Results ($)(2) | Consolidated Adjusted Income Before Income Taxes | | Matthew V. Crawford Chairman, Chief Executive Officer and President | 2025 2024 2023 2022 2021 | 875,000 875,000 875,000 843,753 750,000 | — — — — 2,400,000 | TBD 984,000 2,279,700 2,365,500 1,804,000 | 1,765,000 2,626,300 2,365,000 1,280,000 — | TBD 4,485,300 5,519,700 4,489,253 4,954,000 | 35,300,000 52,526,000 47,300,000 25,600,000 (18,500,000) |

  17. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  18. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compen- sation ($)(5) | Total ($) | | Matthew V. Crawford Chairman, Chief Executive Officer and President | 2025 | 875,000 | — | 984,000 | — | 1,765,000 | 18,234 | 84,938 | 3,727,172 | | | 2024 | 875,000 | — | 2,279,700 | — | 2,626,300 | 11,619 | 87,759 | 5,880,378 | | | 2023 | 875,000 | — | 2,365,500 | — | 2,365,000 | 16,623 | 104,852 | 5,726,975 | | Patrick W. Fogarty Vice President and Chief Financial Officer | 2025 | 480,000 | 616,000 | 410,000 | — | — | 17,310 | 27,530 | 1,550,840 | | | 2024 | 472,500 | 700,000 | 557,260 | — | — | 16,219 | 28,698 | 1,774,677 | | | 2023 | 450,000 | 1,000,000 | 522,381 | — | — | 15,957 | 15,884 | 2,004,222 | | Robert D. Vilsack Chief Legal and Administrative Officer, Corporate Secretary | 2025 | 425,000 | 528,000 | 410,000 | — | — | 17,306 | 40,866 | 1,421,172 | | | 2024 | 418,756 | 600,000 | 557,260 | — | — | 16,218 | 38,408 | 1,630,642 | | | 2023 | 400,000 | 1,000,000 | 522,381 | — | — | 15,953 | 31,190 | 1,969,524 |

  19. 2025 Summary Compensation Table

    (1)The amounts in this column represent salary actually paid for the year indicated. (2)The amounts in this column represent discretionary bonuses paid to certain of our named executive officers. For more information on these bonuses, see “Executive Compensation Discussion and Analysis — Compensation Components — Annual Cash Bonus” above. (3)The amounts in this column for 2025 represent the grant date fair value for awards of restricted shares in accordance with ASC 718. The assumptions used in the calculation of these amounts for 2025 are included in Note 9 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The 2025 grants to the named executive officers will vest one-third each year over three years. For more information on these equity awards, see “Executive Compensation Discussion and Analysis — Compensation Components — Equity Compensation” above. (4)The amounts listed in this column are the increases in actuarial present value accrued benefits under the AB Plan. The AB Plan is described in more detail in the “Pension Benefits” section. (5)The amounts disclosed in this column for 2025 consist of life insurance premiums, use of a company car or car allowances, fuel and club memberships. For Mr. Crawford, club memberships were $62,708, for Mr. Fogarty, club memberships were $15,974 and for Mr. Vilsack, club memberships were $26,028. In addition to the perquisites included in the table above, our named executive officers receive occasional personal use of event tickets when such tickets are not being used for business purposes, at no incremental cost to the Company. Additionally, our CEO, from time to time, may use an aircraft in which the Company holds a fractional ownership interest under a charter arrangement, at no incremental cost to the Company.

  20. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth the restricted shares granted under the 2021 Plan and the Bonus Plan award granted in 2025.

  21. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Target ($)(1) | Maximum ($)(1) | | | | Matthew V. Crawford | 7/31/2025 | — | 5,000,000 | 60,000 | 984,000 | | Patrick W. Fogarty | 7/31/2025 | — | — | 25,000 | 410,000 | | Robert D. Vilsack | 7/31/2025 | — | — | 25,000 | 410,000 |

  22. 2025 Grants of Plan-Based Awards Table

    (1)For 2025, Mr. Matthew Crawford was eligible to receive a cash bonus equal to 5% of our 2025 consolidated adjusted income before income taxes under the Bonus Plan. For more information on this bonus, see “Executive Compensation Discussion and Analysis — Compensation Components — CEO Annual Bonus Award” above. Accordingly, there is no threshold or target award amount. Such award is limited to a maximum of $5,000,000 under the current terms of the Bonus Plan. For 2025, for purposes of determining our CEO’s annual cash bonus award, our consolidated adjusted income before income taxes was $35,300,000 and, therefore, Mr. Matthew Crawford earned a cash bonus in the amount of $1,765,000 under the Bonus Plan. (2)The amounts in this column are the number of restricted shares granted in 2025. The restricted shares vest one-third each year over three years beginning on the first anniversary of the grant date. (3)The amounts in this column represent the grant date fair value of the restricted shares calculated in accordance with ASC 718. For 2025, base salary was 23% of total compensation in the Summary Compensation Table for Mr. Matthew Crawford; 31% for Mr. Fogarty; and 30% for Mr. Vilsack. None of the named executive officers has an employment agreement with us.

  23. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table

  24. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Matthew V. Crawford | 5/31/2023 6/26/2024 7/31/2025 | 50,000 60,000 60,000 | 1,047,000 1,256,400 1,256,400 | | Patrick W. Fogarty | 5/31/2023 6/26/2024 7/31/2025 | 11,042 14,667 25,000 | 231,219 307,127 523,500 | | Robert D. Vilsack | 5/31/2023 6/26/2024 7/31/2025 | 11,042 14,667 25,000 | 231,219 307,127 523,500 |

  25. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)These restricted shares vest one-third each year over a three-year period beginning on the first anniversary of the grant date. (2)These amounts are based on the closing market price of our Common Stock of $20.94 per share on December 31, 2025.

  26. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  27. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Matthew V. Crawford | 116,667 | 2,083,539 | | Patrick W. Fogarty | 25,875 | 462,483 | | Robert D. Vilsack | 25,875 | 462,483 |

  28. 2025 Option Exercises and Stock Vested Table

    (1)These amounts are based on the closing market price of our Common Stock on the day on which the restricted shares vested.

  29. PENSION BENEFITS

    PENSION BENEFITS

  30. 2025 Pension Benefits Table

    2025 Pension Benefits Table The following table sets forth information with respect to our AB Plan as of December 31, 2025.

  31. 2025 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service(1)(#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Matthew V. Crawford | AB Plan | 14.75 | 121,157 | 0 | | Patrick W. Fogarty | AB Plan | 14.75 | 132,954 | 0 | | Robert D. Vilsack | AB Plan | 14.75 | 132,944 | 0 |

  32. 2025 Pension Benefits Table

    (1)The AB Plan went into effect on April 1, 2011, at which time all the named executive officers began accruing benefits. No credits for prior service were provided under the AB Plan. (2)For the AB Plan, the reported value represents the actuarial present value of the accrued benefits as of December 31, 2025, payable at age 65 (or current age if older) in lump sum form, with a 4% rate for future interest credits and a 5.24% discount rate. The Pension Plan is a tax-qualified defined benefit pension plan. Previously, the Pension Plan provided benefits primarily to retired and terminated participants from legacy locations. Effective April 1, 2011, the Pension Plan was amended to implement the AB Plan benefits for all domestic employees, except certain collectively bargained employees. All the named executive officers participate (or participated) in the AB Plan. The AB Plan uses a cash balance design, which incorporates elements of a defined contribution plan into a defined benefit plan. Each participant has a notional account which receives quarterly allocations. For 2025, the contribution rate was equal to 3% of compensation. The compensation used in the calculation is held to the Internal Revenue Code’s annual limitation for qualified plan earnings. Interest is credited to the notional account using the rate for one-year Treasury constant maturities. The annual interest rate is held to a minimum of 3% and a maximum of 7%. Interest during 2025 was credited at an annual rate of 4.0%. Upon retirement, termination, disability or death, the accumulated notional account balance is immediately payable to the named executive officer as a single lump sum payment. The present value of accrued benefits displayed in the table above is based on a lump sum payment. The “Present Value of Accumulated Benefit” in the above table is the value at December 31, 2025 of the pension benefit payable at age 65 (or current age if older) that was earned as of December 31, 2025. For the AB Plan, this benefit at age 65 is derived by projecting the notional balance from current age to age 65 using 4.0% interest and no future allocations. This age-65 value is then discounted at a rate of 5.24% to December 31, 2025 to receive the current value of the benefit. No mortality assumption is used in the calculation because the benefit is assumed to be paid in lump sum form.

  33. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table sets forth information with respect to our 2005 Plan, as of December 31, 2025.

  34. 2025 Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($)(2) | | Matthew V. Crawford | 2005 Plan | 0 | 0 | 0 | 0 | 0 | | Patrick W. Fogarty | 2005 Plan | 0 | 0 | 6,481 | 0 | 51,068 | | Robert D. Vilsack | 2005 Plan | 0 | 0 | 64,142 | 0 | 568,500 |

  35. 2025 Nonqualified Deferred Compensation Table

    (1)The aggregate earnings are not “above-market or preferential earnings” and, therefore, are not reported in the 2025 Summary Compensation Table. (2)Of the amounts reported in this column, $13,145 for Mr. Fogarty and $142,890 for Mr. Vilsack was previously reported as compensation in prior years’ Summary Compensation Tables. Our 2005 Plan is a non-qualified deferred compensation plan for certain key employees, including our named executive officers. Eligible participants can defer up to 100% of their base salary and 100% of their cash bonus for pre-tax savings opportunities. The investment options available to the participant are the same investment options offered under our 401(k) Plan. Participants’ contributions and earnings are always 100% vested. Distributions may be made only upon a Separation of Service (as defined in the 2005 Plan), disability, or hardship. Distributions are paid in a lump sum or in annual installments over a maximum of 10 years.

  36. CEO PAY RATIO

    CEO PAY RATIO For the 2025 fiscal year, the ratio of the annual total compensation of our CEO (“CEO Compensation”) to the median of the annual total compensation of all of our employees other than our CEO (“Median Annual Compensation”) was 104 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” Mr. Matthew Crawford served as our CEO throughout 2025. We determined Mr. Matthew Crawford’s annual total compensation for the fiscal year ended December 31, 2025 was $3,727,172, which represents the total amount of compensation for our CEO as reported in the Summary Compensation Table. For 2025, the Median Annual Compensation was $36,000, and was calculated by totalling for our Median Employee all applicable elements of compensation for the 2025 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2025 (the “Determination Date”). To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 4,984 employees, representing all of our full-time, part-time, seasonal and temporary employees (other than our CEO) as of the Determination Date. We did not exclude any of our non-U.S. employees from this determination. We then measured compensation for the period beginning on January 1, 2025 and ending on December 31, 2025 for these employees. This compensation measurement was calculated by totaling, for each employee, W-2 or equivalent taxable wages, including salary, wages, tips and other compensation as shown in our payroll and human resources records for 2025. In determining the Median Employee, we did not annualize the compensation of our newly hired permanent employees employed as of the Determination Date who did not work the entire year.

  37. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO named executive officers (“NEOs”), as noted below. “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Executive Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs.

  38. PAY VERSUS PERFORMANCE TABLE

    | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(1)(2) | PAY VERSUS PERFORMANCE | | | | Net Income (loss) (h) | Consolidated Adjusted Income Before Income Taxes (i)(4) | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | | | 2025 | $3,727,172 | $3,541,956 | $1,486,006 | $1,424,935 | $76.72 | $186.96 | $23,800,000 | $35,300,000 | | 2024 | $5,880,378 | $6,004,840 | $1,702,660 | $1,721,649 | $93.87 | $159.03 | $31,800,000 | $52,526,000 | | 2023 | $5,726,975 | $10,204,842 | $1,986,873 | $2,885,214 | $94.61 | $127.76 | $7,800,000 | $47,300,000 | | 2022 | $3,983,924 | $2,053,461 | $1,281,790 | $930,575 | $41.67 | $101.05 | $(14,200,000) | $25,600,000 | | 2021 | $6,177,464 | $3,900,081 | $1,430,325 | $1,032,246 | $69.74 | $125.89 | $(24,800,000) | $(18,500,000) |

  39. PAY VERSUS PERFORMANCE TABLE

    | (1) Matthew V. Crawford served as our principal executive officer (“PEO”) for the full year for each of 2025, 2024, 2023, 2022 and 2021. For 2025, 2024, 2023, 2022 and 2021, our non-PEO named executive officers (“NEOs”) were Patrick W. Fogarty and Robert D. Vilsack. |

  40. PAY VERSUS PERFORMANCE TABLE

    | (2) For 2025, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |

  41. PAY VERSUS PERFORMANCE TABLE

    | Matthew V. Crawford | 2025 | | Summary Compensation Table Total for PEO (column (b)) | $3,727,172 | | - aggregate change in actuarial present value of pension benefits | $18,234 | | + service cost of pension benefits | $8,083 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $984,000 | | - SCT “Option Awards” column value | $0 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $1,256,400 | | +/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | -$906,100 | | + vesting date fair value of equity awards granted and vested in the covered year | $0 | | +/- the difference between the fair value as of the end of the prior fiscal year and the vesting date | +$359,468 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 | | + dollar value of dividends/earnings paid on equity awards in the covered year | $99,167 | | Compensation Actually Paid to PEO (column (c)) | $3,541,956 |

  42. PAY VERSUS PERFORMANCE TABLE

    | AVERAGE FOR NON-PEO NEOS | 2025 | | Average SCT Total for Non-PEO NEOs (column (d)) | $1,486,006 | | - aggregate change in actuarial present value of pension benefits | $17,308 | | + service cost of pension benefits | $8,103 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $410,000 | | - SCT “Option Awards” column value | $0 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $523,500 | | +/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | -$270,279 | | + vesting date fair value of equity awards granted and vested in the covered year | $0 | | +/- the difference between the fair value as of the end of the prior fiscal year and the vesting date | +$79,340 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 | | + dollar value of dividends/earnings paid on equity awards in the covered year | $25,573 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $1,424,935 |

  43. PAY VERSUS PERFORMANCE TABLE

    | (3) For each of 2025, 2024, 2023, 2022 and 2021, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 31, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end values of such investment as of the end of 2025, 2024, 2023, 2022 and 2021 as applicable. For purposes of this pay versus performance disclosure, our peer group is the NASDAQ U.S. Benchmark TR Index (U.S. companies) (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  44. PAY VERSUS PERFORMANCE TABLE

    | (4) Consolidated adjusted income before income taxes is calculated as described in the Executive Compensation Discussion and Analysis section above. |

  45. PAY VERSUS PERFORMANCE TABLE

    The following table lists the financial performance measure that we believe represents the most important and only financial performance measure we use to link compensation actually paid to our NEOs for fiscal 2025 to our performance:

  46. PAY VERSUS PERFORMANCE TABLE

    | Consolidated Adjusted Income Before Income Taxes |

  47. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022, 2021 and 2020 including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (g), (h) and (i) of the Pay Versus Performance table.