DEF 14A of Park Ohio Holdings Corp
Filed Apr 8, 2025 · FY20240001999371-25-003977
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS The authorized number of directors is presently fixed at nine, divided into three classes of three members. The directors of each class are elected for three-year terms so that the term of office of one class of directors expires at each annual meeting. Proxies may only be voted for the nominees identified in the section entitled “Nominees for Election.”
Committee Membership Grid
Committee Membership Grid
Committee Membership Grid
| | Audit | Compensation | Nominating and Corporate Governance | Executive | Long-Range Planning | | Patrick V. Auletta | | | | | | | Edward F. Crawford | | | | | | | Matthew V. Crawford | | | | | | | John D. Grampa | | | | | | | Howard W. Hanna IV | | | | | | | Dan T. Moore III | | | | | | | Ronna Romney | | | | | | | Steven H. Rosen | | | | | | | James W. Wert | | | | | |
Committee Membership Grid
The class of directors to be elected in 2025, who will hold their positions for a term of three years and until the election of their successors, has been fixed at three. Unless otherwise directed, the persons named in the accompanying proxy card will vote the proxies received by them (unless authority to vote is withheld) in favor of electing to that class Edward F. Crawford, John D. Grampa and Steven H. Rosen, all of whom were previously elected as directors by our shareholders. If any nominee is not available at the time of election, the proxy holders may vote in their discretion for a substitute or such vacancy may be filled later by the Board. We have no reason to believe any nominee will be unavailable. The affirmative vote of a plurality of the shares of Common Stock represented at the Annual Meeting is required to elect Edward F. Crawford, John D. Grampa and Steven H. Rosen as directors to serve until the 2028 annual meeting of shareholders. Abstentions and broker non-votes will have no effect with respect to the election of directors.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EDWARD F. CRAWFORD, JOHN D. GRAMPA AND STEVEN H. ROSEN
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EDWARD F. CRAWFORD, JOHN D. GRAMPA AND STEVEN H. ROSEN
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EDWARD F. CRAWFORD, JOHN D. GRAMPA AND STEVEN H. ROSEN
| | 2025 Proxy Statement | 3 |
Biographical Information
Biographical Information Information is set forth below regarding the nominees for election and the directors who will continue in office after the Annual Meeting. The information includes their ages, principal occupations during at least the past five years and other directorships held currently or within the last five years. Also set forth is the date each current director was first elected as a director. Also contained in the biographical information below are the qualifications that led the Board to conclude that each director and nominee should serve as a director. Each director and nominee possesses the integrity, judgment and analytical ability to provide guidance and oversight of the Company. The aforementioned qualities, when viewed in tandem with the attributes and accomplishments of each director and nominee, as reflected below, qualify each director and nominee to serve on the Board.
Nominees for Election
Nominees for Election
Nominees for Election
| Edward F. Crawford Age: 86 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 since 2021. 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 25 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 40 years. Mr. Matthew Crawford is the son of Mr. Edward Crawford. | | John D. Grampa Age: 77 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: 54 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), since 2012, 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. |
Nominees for Election
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Directors with Term Expiring 2026
Directors with Term Expiring 2026
Directors with Term Expiring 2026
| Patrick V. Auletta Age: 74 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: 53 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: 85 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. |
Directors with Term Expiring 2026
| | 2025 Proxy Statement | 5 |
Directors with Term Expiring 2027
Directors with Term Expiring 2027
Directors with Term Expiring 2027
| Matthew V. Crawford Age: 55 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), since 2014. With over 25 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: 81 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: 78 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 2019 to 2023, Chief Executive Officer and President 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), since 2021. 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. |
Directors with Term Expiring 2027
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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 2024, each non-employee director (other than Mr. Edward F. Crawford) earned, as an annual retainer, $50,000 and was granted 4,350 restricted shares (or restricted share units). 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 17, 2023 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 $15,000 committee chair annual retainer.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation(2) | Total ($) | | Patrick V. Auletta | 67,000 | 110,186 | 0 | 177,186 | | Edward F. Crawford | 0 | 0 | 500,000 | 500,000 | | John D. Grampa | 96,000 | 110,186 | 0 | 206,186 | | Howard W. Hanna IV | 70,000 | 110,186 | 0 | 180,186 | | Dan T. Moore III | 69,000 | 110,186 | 0 | 179,186 | | Ronna Romney | 95,000 | 110,186 | 0 | 205,186 | | Steven H. Rosen | 76,000 | 110,186 | 0 | 186,186 | | James W. Wert | 90,000 | 110,186 | 0 | 200,186 |
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 generally vest one year from the date of grant, which was June 26, 2024. As of December 31, 2024, each director in the table held 4,350 restricted shares or share units. (2)For Mr. Edward Crawford, the amount represents payments received pursuant to a consulting agreement with the Company that was entered into on June 1, 2021. Under the consulting agreement, Mr. Edward Crawford receives an annual stipend of $500,000 for advisory services related to acquisitions, customer relations and human logistical and cultural development. Mr. Edward Crawford receives no compensation for his service as a director. In 2009, we established a 2009 Director Supplemental Defined Contribution Plan, or Director DC Plan, which is a non-qualified deferred compensation plan for our directors. Under the Director DC Plan, eligible directors can defer up to 100% of their cash retainer, attendance fees, and/or restricted share units for pre-tax savings opportunities. The investment options available to the eligible directors are the same investment options offered under our 401(k) Plan. Eligible directors’ contributions and earnings are always 100% vested. Distributions under the Director DC Plan may be made only upon a Separation of Service (as defined in the Director DC Plan). Distributions are paid in a lump sum or in annual installments over a maximum of 10 years. We do not pay above-market interest rates or provide preferential earnings.
COMPENSATION OF DIRECTORS
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Executive Compensation Discussion and Analysis
| Name and Principal Position | Year | Base Salary ($) | 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 | 2024 2023 2022 2021 2020 2019 | 875,000 875,000 843,753 750,000 437,500 750,000 | — — — 2,400,000 300,000 — | TBD 2,279,700 2,365,500 1,804,000 2,970,008 3,182,660 | 2,626,300 2,365,000 1,280,000 — 1,132,917 3,184,260 | TBD 5,519,700 4,489,253 4,954,000 4,480,425 7,116,920 | 52,526,000 47,300,000 25,600,000 (18,500,000) (22,600,000) 63,690,000 |
Termination-Related Payments
Termination-Related Payments All of our named executive officers are employees-at-will and, as such, do not have employment agreements that obligate us to provide any post-employment compensation or benefits. However, in lieu of any other severance or compensation benefits, upon a change of control, as defined in our 2021 Plan, all unvested stock option grants (if any) become fully exercisable and all outstanding restricted share grants fully vest.
Other Benefits
Plan and medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees. We are not obligated to offset any income taxes due on any compensation or benefits, including income or excise taxes due on any income from accelerated vesting of outstanding equity grants. To the extent any such amounts are considered “excess parachute payments” under Section 280G of the Internal Revenue Code and, thus, not deductible by us, the Compensation Committee is aware of that possibility and has decided to accept the cost of that lost deduction. However, the Compensation Committee has not thought it necessary for us to take on the additional cost of reimbursing executives for any taxes generated by the vesting accelerations.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 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 | 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 | | | 2022 | 843,753 | — | 1,804,000 | — | 1,280,000 | 0 | 56,171 | 3,983,924 | | Patrick W. Fogarty Vice President and Chief Financial Officer | 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 | | | 2022 | 443,750 | 500,000 | 369,000 | — | — | 7,430 | 22,141 | 1,342,321 | | Robert D. Vilsack Chief Legal & Administrative Officer, Secretary | 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 | | | 2022 | 391,256 | 420,000 | 369,000 | — | — | 7,426 | 33,578 | 1,221,260 |
2024 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 2024 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 2024 are included in Note 9 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. The 2024 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 2024 consist of life insurance premiums, use of a company car or car allowances, fuel and club memberships. For Mr. Crawford, club memberships were $66,872, for Mr. Fogarty, club memberships were $16,182 and for Mr. Vilsack, club memberships were $23,323. In addition to the perquisites included in the table above, our named executive officers receive occasional personal use of event tickets when such tickets are not being used for business purposes, at no incremental cost to us.
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table sets forth the restricted shares granted under the 2021 Plan and the Bonus Plan award granted in 2024.
2024 Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Target ($)(1) | Maximum ($)(1) | | | | Matthew V. Crawford | 6/26/2024 | — | 5,000,000 | 90,000 | 2,279,700 | | Patrick W. Fogarty | 6/26/2024 | — | — | 22,000 | 557,260 | | Robert D. Vilsack | 6/26/2024 | — | — | 22,000 | 557,260 |
2024 Grants of Plan-Based Awards Table
(1)For 2024, Mr. Matthew Crawford was eligible to receive a cash bonus equal to 5% of our 2024 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 2024, our consolidated adjusted income before income taxes was $52,526,000 and, therefore, Mr. Matthew Crawford earned a cash bonus in the amount of $2,626,300 under the Bonus Plan. (2)The amounts in this column are the number of restricted shares granted in 2024. The restricted shares vest one-third each year over three years beginning on the first anniversary of the grant date. (3The amounts in this column represent the grant date fair value of the restricted shares calculated in accordance with ASC 718. For 2024, base salary was 15% of total compensation in the Summary Compensation Table for Mr. Matthew Crawford; 27% for Mr. Fogarty; and 26% for Mr. Vilsack. None of the named executive officers has an employment agreement with us.
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Matthew V. Crawford | 6/14/2022 5/31/2023 6/26/2024 | 36,667 100,000 90,000 | 963,242 2,627,000 2,364,300 | | Patrick W. Fogarty | 6/14/2022 5/31/2023 6/26/2024 | 7,500 22,084 22,000 | 197,025 580,147 577,940 | | Robert D. Vilsack | 6/14/2022 5/31/2023 6/26/2024 | 7,500 22,084 22,000 | 197,025 580,147 577,940 |
Outstanding Equity Awards at 2024 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 $26.27 per share on December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End Table
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2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Matthew V. Crawford | 116,097 | 2,969,246 | | Patrick W. Fogarty | 23,892 | 611,850 | | Robert D. Vilsack | 23,892 | 611,850 |
2024 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.
2024 Option Exercises and Stock Vested Table
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PENSION BENEFITS
PENSION BENEFITS
2024 Pension Benefits Table
2024 Pension Benefits Table The following table sets forth information with respect to our AB Plan as of December 31, 2024.
2024 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 | 13.75 | 102,923 | 0 | | Patrick W. Fogarty | AB Plan | 13.75 | 115,644 | 0 | | Robert D. Vilsack | AB Plan | 13.75 | 115,638 | 0 |
2024 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, 2024, payable at age 65 (or current age if older) in lump sum form, with a 4% rate for future interest credits and a 5.55% 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 2024, 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 2024 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, 2024 of the pension benefit payable at age 65 (or current age if older) that was earned as of December 31, 2024. 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 5.55% to December 31, 2024 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.
2024 Nonqualified Deferred Compensation Table
2024 Nonqualified Deferred Compensation Table The following table sets forth information with respect to our 2005 Plan, as of December 31, 2024.
2024 Nonqualified Deferred Compensation Table
| Name | Plan Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($)(2) | | Matthew V. Crawford | 2005 Plan | 0 | 0 | 0 | 0 | 0 | | Patrick W. Fogarty | 2005 Plan | 0 | 0 | 7,163 | 0 | 44,587 | | Robert D. Vilsack | 2005 Plan | 0 | 0 | 70,449 | 0 | 504,359 |
2024 Nonqualified Deferred Compensation Table
(1)The aggregate earnings are not “above-market or preferential earnings” and, therefore, are not reported in the 2024 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.
2024 Nonqualified Deferred Compensation Table
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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.
Pay Versus Performance Table
| | | | PAY VERSUS PERFORMANCE | | | | | | | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(1)(2) | 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: | | Net Income (loss) (h) | Consolidated Adjusted Income Before Income Taxes (i)(4) | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | | | 2024 | $5,880,378 | $6,004,840 | $1,702,660 | $1,721,649 | $86.98 | $192.86 | $31,800,000 | $52,526,000 | | 2023 | $5,726,975 | $10,204,842 | $1,986,873 | $2,885,214 | $87.67 | $154.93 | $7,800,000 | $47,300,000 | | 2022 | $3,983,924 | $2,053,461 | $1,281,790 | $930,575 | $38.61 | $122.55 | $(14,200,000) | $25,600,000 | | 2021 | $6,177,464 | $3,900,081 | $1,430,325 | $1,032,246 | $64.62 | $152.67 | $(24,800,000) | $(18,500,000) | | 2020 | $5,154,783 | $6,362,304 | $1,181,255 | $1,401,038 | $92.66 | $121.27 | $(4,500,000) | $22,600,000 |
Pay Versus Performance Table
| (1) Matthew V. Crawford served as our principal executive officer (“PEO”) for the full year for each of 2024, 2023, 2022, 2021 and 2020. For 2024, 2023, 2022, 2021, and 2020 our non-PEO named executive officers (“NEOs”) were Patrick W. Fogarty and Robert D. Vilsack. |
Pay Versus Performance Table
| (2) For 2024, 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: |
Pay Versus Performance Table
| | 2025 Proxy Statement | 40 |
Pay Versus Performance Table
| Matthew V. Crawford | 2024 | | Summary Compensation Table Total for PEO (column (b)) | $5,880,378 | | - aggregate change in actuarial present value of pension benefits | $11,619 | | + service cost of pension benefits | $7,400 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $2,279,700 | | - 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, | $2,364,300 | | +/- 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, | $156,400 | | + 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, | $80,622 | | - 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 | $119,858 | | Compensation Actually Paid to PEO (column (c)) | $6,004,840 |
Pay Versus Performance Table
| AVERAGE FOR NON-PEO NEOS | 2024 | | Average SCT Total for Non-PEO NEOs (column (d)) | $1,702,660 | | - aggregate change in actuarial present value of pension benefits | $16,219 | | + service cost of pension benefits | $7,647 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $557,260 | | - 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, | $577,940 | | +/- 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, | $35,593 | | + 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, | $15,793 | | - 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 | $26,681 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $1,721,649 |
Pay Versus Performance Table
| (3) For each of 2024, 2023, 2022, 2021 and 2020, 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, 2019. 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, 2019 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 2024, 2023, 2022, 2021 and 2020 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. |
Pay Versus Performance Table
| (4) Consolidated adjusted income before income taxes is calculated as described in the Executive Compensation Discussion and Analysis section above. |
Pay Versus Performance Table
| | 2025 Proxy Statement | 41 |
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 2024 to our performance:
Pay Versus Performance Table
| Consolidated Adjusted Income Before Income Taxes |
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.
Pay Versus Performance Relationship Descriptions
| | 2025 Proxy Statement | 42 |
Pay Versus Performance Relationship Descriptions
| | 2025 Proxy Statement | 43 |