CEO Matthew Crawford was paid $3,727,172 in fiscal year 2025, ↓ down 36.6% from fiscal year 2024, the 50th percentile of its disclosed peer group (SEC filing 0001174947-26-000447 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$3,727,172 ↓ Matthew Crawford total, FY2025 | 50th CEO pay percentile vs peers | 171:1 CEO-to-median pay ratio | 97.57% Say-on-pay support, latest vote |
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PKOH's next annual pay disclosure, estimated March 27, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Matthew Crawford | $875,000 | $0 | $984,000 | $0 | $1,765,000 | $18,234 | $84,938 | $3,727,172 |
| Chairman, Chief Executive Officer and President | ||||||||
| Patrick Fogarty | 480,000 | 616,000 | 410,000 | 0 | 0 | 17,310 | 27,530 | 1,550,840 |
| Vice President and Chief Financial Officer | ||||||||
| Robert Vilsack | 425,000 | 528,000 | 410,000 | 0 | 0 | 17,306 | 40,866 | 1,421,172 |
| Chief Legal and Administrative Officer, Corporate Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Matthew Crawford | $3,727,172 | $5,880,378 | $5,726,975 | ↓ −2,153,206 |
| Patrick Fogarty | 1,550,840 | 1,774,677 | 2,004,222 | ↓ −223,837 |
| Robert Vilsack | 1,421,172 | 1,630,642 | 1,969,524 | ↓ −209,470 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses PKOH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PKOH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Andrew C. Clarke | Independent Director | $72,501 |
| Dan T. Moore III | Independent Director | $153,012 |
| Edward F. Crawford | Director | $500,000 |
| Howard W. Hanna IV | Independent Director | $158,012 |
| James W. Wert | Lead Independent Director | $176,012 |
| John D. Grampa | Independent Director | $184,012 |
| Patrick V. Auletta | Independent Director | $151,012 |
| Ronna Romney | Independent Director | $181,012 |
| Steven H. Rosen | Independent Director | $161,012 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Matthew V. Crawford | RSU | 2025-07-31 | — | — | 60,000 | — | $984,000 |
| Patrick Fogarty | RSU | 2025-07-31 | — | — | 25,000 | — | 410,000 |
| Robert Vilsack | RSU | 2025-07-31 | — | — | 25,000 | — | 410,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Matthew V. Crawford | $984,000 | $0 | $0 | 0.0% |
| Patrick Fogarty | 410,000 | 0 | 0 | 0.0% |
| Robert Vilsack | 410,000 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Robert Vilsack | RSU | 25,000 | — | $523,500 |
| Crawford | RSU | 60,000 | — | 1,256,400 |
| Crawford | RSU | 50,000 | — | 1,047,000 |
| Patrick Fogarty | RSU | 25,000 | — | 523,500 |
| Patrick Fogarty | RSU | 14,667 | — | 307,127 |
| Robert Vilsack | RSU | 14,667 | — | 307,127 |
| Patrick Fogarty | RSU | 11,042 | — | 231,219 |
| Robert Vilsack | RSU | 11,042 | — | 231,219 |
Our compensation philosophy is designed to align each executive’s compensation with our short- and long-term performance and to provide the compensation and incentives needed to attract, motivate, reward, and retain key executives who are crucial to achieving our business goals and who will build long-term economic value for us.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-14 | 12,322,715 | 306,594 | 50,053 | 97.57% | Passed |
| 2023 | 2023-05-17 | 7,850,096 | 2,904,513 | 36,484 | 72.99% | Passed |
| 2020 | 2020-05-28 | 7,539,749 | 3,177,316 | 162,711 | 70.35% | Passed |
| 2017 | 2017-05-11 | 8,008,130 | 2,772,565 | 8,774 | 74.28% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-14 | 97.57%a |
| 2023 | 2023-05-17 | 72.99%b |
| 2020 | 2020-05-28 | 70.35%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Our shareholders approved, on an advisory basis, the compensation of our named executive officers, with approximately 69.4% of the votes cast (not counting abstentions) in favor of the compensation paid to our named executive officers.”.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 171 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Edward F. CrawfordNot independent · Executive | $0 | $0 | $0 | — | $500,000 | $500,000 |
| John D. GrampaIndependent · Audit | 99,000 | 85,012 | 0 | — | 0 | 184,012 |
| Ronna RomneyIndependent · Compensation · Executive · Nominating and Corporate Governance | 96,000 | 85,012 | 0 | — | 0 | 181,012 |
| James W. WertIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance | 91,000 | 85,012 | 0 | — | 0 | 176,012 |
| Steven H. RosenIndependent · Audit · Compensation | 76,000 | 85,012 | 0 | — | 0 | 161,012 |
| Howard W. Hanna IVIndependent · Audit | 73,000 | 85,012 | 0 | — | 0 | 158,012 |
| Dan T. Moore IIIIndependent · Long-Range Planning · Nominating and Corporate Governance | 68,000 | 85,012 | 0 | — | 0 | 153,012 |
| Patrick V. AulettaIndependent · Executive | 66,000 | 85,012 | 0 | — | 0 | 151,012 |
| Andrew C. ClarkeIndependent · Newly elected | 30,000 | 42,501 | 0 | — | 0 | 72,501 |
| Matthew V. CrawfordEmployee director · Board Chair · Executive · Long-Range Planning | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $85,012 |
| Per board meeting fee | $4,000 |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 25,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $599,000 |
| Equity awards (grant-date value) | $637,585 |
| All other compensation | $500,000 |
| Total cost of the board | $1,736,585 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Park Ohio Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Park Ohio Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Consolidated | 2025 | Timothy Cawley | $1,445,833 | $9,773,900 | $0 | $2,809,000 | $19,899,971 |
| 2 | Park Ohio Holdings | 2025 | Matthew Crawford | 875,000 | 984,000 | 0 | 1,765,000 | 3,727,172 |
| 3 | Stock | 2025 | James Hillebrand | 875,000 | 656,250 | 218,750 | 1,487,500 | 3,380,337 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Park Ohio Holdings | not disclosed | not disclosed | not disclosed | not disclosed |
| Consolidated | 143.5% | PSU 70 · RSU 30 | No | Mercer |
| Stock | 200% | not disclosed | No | Aon |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Matthew Crawford | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Summary Compensation Table” · page 24. As printed: 3,727,172. Filing ↗machine: r2 · c9 · span 470903–470912 |
| 2 | Section 01, Patrick Fogarty | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Summary Compensation Table” · page 24. As printed: 1,550,840. Filing ↗machine: r5 · c9 · span 481388–481397 |
| 3 | Section 01, Robert Vilsack | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Summary Compensation Table” · page 24. As printed: 1,421,172. Filing ↗machine: r8 · c9 · span 491856–491865 |
| 4 | Section 03, Matthew V. Crawford RSU | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 512007–512014 |
| 5 | Section 03, Patrick Fogarty RSU | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 514208–514215 |
| 6 | Section 03, Robert Vilsack RSU | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 516246–516253 |
| 7 | Section 07, pay ratio | DEF 14A | 2025-04-08 | 0001999371-25-003977 | Section “CEO Pay Ratio”. As printed: 171 : 1. Filing ↗machine: span 804245–804248 |
| 8 | Section 08, Edward F. Crawford | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 500,000. Filing ↗machine: span 296582–296791 |
| 9 | Section 08, John D. Grampa | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 184,012. Filing ↗machine: span 298761–298970 |
| 10 | Section 08, Ronna Romney | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 181,012. Filing ↗machine: span 304039–304248 |
| 11 | Section 08, James W. Wert | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 176,012. Filing ↗machine: span 307600–307809 |
| 12 | Section 08, Steven H. Rosen | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 161,012. Filing ↗machine: span 305888–306097 |
| 13 | Section 08, Howard W. Hanna IV | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 158,012. Filing ↗machine: span 300478–300687 |
| 14 | Section 08, Dan T. Moore III | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 153,012. Filing ↗machine: span 302328–302537 |
| 15 | Section 08, Patrick V. Auletta | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 151,012. Filing ↗machine: span 293351–293560 |
| 16 | Section 08, Andrew C. Clarke | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 72,501. Filing ↗machine: span 295201–295409 |
| 17 | Section 08, Matthew V. Crawford | DEF 14A | 2026-04-02 | 0001174947-26-000447 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 18 | Section 06, 2026 vote | Form 8-K | 2026-05-15 | 0000076282-26-000016 | Item 5.07 · say-on-pay result. As reported: 97.57% (votes for as printed: 12,322,715). Filing ↗ |
| 19 | Section 06, 2023 vote | Form 8-K | 2023-05-18 | 0000076282-23-000027 | Item 5.07 · say-on-pay result. As reported: 72.99% (votes for as printed: 7,850,096). Filing ↗ |
| 20 | Section 06, 2020 vote | Form 8-K | 2020-05-28 | 0000076282-20-000036 | Item 5.07 · say-on-pay result. As reported: 70.35% (votes for as printed: 7,539,749). Filing ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 23 | Section 09b board cost (computed) | Computed | — | — | Cash 599,000 + equity 637,585 + all other 500,000 = 1,736,585, summed across the director compensation table rows.machine: formula: Σ = 1,736,585 |
| 24 | Consolidated, Section 10b CEO total | DEF 14A | 2026-04-08 | 0001047862-26-000078 | CEO total compensation as printed in Consolidated's own proxy. As printed: 19,899,971. Filing ↗machine: r4 · c24 · span 1434489–1434499 |
| 25 | Park Ohio Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-02 | 0001174947-26-000447 | CEO total compensation as printed in Park Ohio Holdings's own proxy. As printed: 3,727,172. Filing ↗machine: r2 · c9 · span 470903–470912 |
| 26 | Stock, Section 10b CEO total | DEF 14A | 2026-03-12 | 0001437749-26-007879 | CEO total compensation as printed in Stock's own proxy. As printed: 3,380,337. Filing ↗machine: r3 · c32 · span 991255–991264 |
| 27 | Section 10a, Stock reciprocity | DEF 14A | — | 0001437749-26-007879 | Stock's most recent proxy was read; its disclosed peer group does not include Park Ohio Holdings. Filing ↗ |
| 28 | Section 10a, Consolidated reciprocity | DEF 14A | — | 0001047862-26-000078 | Consolidated's most recent proxy was read; its disclosed peer group does not include Park Ohio Holdings. Filing ↗ |
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