Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-15

Park Ohio Holdings (PKOH)

Fiscal year 2025 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
CEO-to-median pay ratio
97.57%
Say-on-pay support, latest vote
Companies that benchmark against PKOH
No companies currently name PKOH as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Fogarty480,000616,000410,0000017,31027,5301,550,840
Vice President and Chief Financial Officer
Robert Vilsack425,000528,000410,0000017,30640,8661,421,172
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Matthew Crawford$3,727,172
Patrick Fogarty1,550,840
Robert Vilsack1,421,172

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Matthew V. CrawfordRSU2025-07-3160,000$984,000
Patrick FogartyRSU2025-07-3125,000410,000
Robert VilsackRSU2025-07-3125,000410,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Matthew V. Crawford$984,000$0$00.0%
Patrick Fogarty410,000000.0%
Robert Vilsack410,000000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Robert VilsackRSU25,000$523,500
CrawfordRSU60,0001,256,400
CrawfordRSU50,0001,047,000
Patrick FogartyRSU25,000523,500
Patrick FogartyRSU14,667307,127
Robert VilsackRSU14,667307,127
Patrick FogartyRSU11,042231,219
Robert VilsackRSU11,042231,219
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1412,322,715306,59450,05397.57%Passed
20232023-05-177,850,0962,904,51336,48472.99%Passed
20202020-05-287,539,7493,177,316162,71170.35%Passed
20172017-05-118,008,1302,772,5658,77474.28%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1497.57%a
20232023-05-1772.99%b
20202020-05-2870.35%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Edward F. CrawfordNot independent · Executive$0$0$0$500,000$500,000
John D. GrampaIndependent · Audit99,00085,01200184,012
Ronna RomneyIndependent · Compensation · Executive · Nominating and Corporate Governance96,00085,01200181,012
James W. WertIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance91,00085,01200176,012
Steven H. RosenIndependent · Audit · Compensation76,00085,01200161,012
Howard W. Hanna IVIndependent · Audit73,00085,01200158,012
Dan T. Moore IIIIndependent · Long-Range Planning · Nominating and Corporate Governance68,00085,01200153,012
Patrick V. AulettaIndependent · Executive66,00085,01200151,012
Andrew C. ClarkeIndependent · Newly elected30,00042,5010072,501
Matthew V. CrawfordEmployee director · Board Chair · Executive · Long-Range Planning0
09

Board fee structure and ownership guideline

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
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

CEO Annual Cash Bonus AwardSYBT StockED Consolidated
10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Consolidated2025Timothy Cawley$1,445,833$9,773,900$0$2,809,000$19,899,971
2Park Ohio Holdings2025Matthew Crawford875,000984,00001,765,0003,727,172
3Stock2025James Hillebrand875,000656,250218,7501,487,5003,380,337

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Park Ohio Holdingsnot disclosednot disclosednot disclosednot disclosed
Consolidated143.5%PSU 70 · RSU 30NoMercer
Stock200%PSU 75 · Options 25NoAon's Human Capital Solutions

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Matthew CrawfordDEF 14A2026-04-020001174947-26-000447Section “2025 Summary Compensation Table” · page 24. As printed: 3,727,172. Filing ↗machine: r2 · c9 · span 470903–470912
2Section 01, Patrick FogartyDEF 14A2026-04-020001174947-26-000447Section “2025 Summary Compensation Table” · page 24. As printed: 1,550,840. Filing ↗machine: r5 · c9 · span 481388–481397
3Section 01, Robert VilsackDEF 14A2026-04-020001174947-26-000447Section “2025 Summary Compensation Table” · page 24. As printed: 1,421,172. Filing ↗machine: r8 · c9 · span 491856–491865
4Section 03, Matthew V. Crawford RSUDEF 14A2026-04-020001174947-26-000447Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 512007–512014
5Section 03, Patrick Fogarty RSUDEF 14A2026-04-020001174947-26-000447Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 514208–514215
6Section 03, Robert Vilsack RSUDEF 14A2026-04-020001174947-26-000447Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 516246–516253
7Section 08, Edward F. CrawfordDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 500,000. Filing ↗
8Section 08, John D. GrampaDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 184,012. Filing ↗machine: span 298943–298950
9Section 08, Ronna RomneyDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 181,012. Filing ↗machine: span 304221–304228
10Section 08, James W. WertDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 176,012. Filing ↗machine: span 307782–307789
11Section 08, Steven H. RosenDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 161,012. Filing ↗machine: span 306070–306077
12Section 08, Howard W. Hanna IVDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 158,012. Filing ↗machine: span 300660–300667
13Section 08, Dan T. Moore IIIDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 153,012. Filing ↗machine: span 302510–302517
14Section 08, Patrick V. AulettaDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 151,012. Filing ↗machine: span 293533–293540
15Section 08, Andrew C. ClarkeDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 72,501. Filing ↗machine: span 295383–295389
16Section 08, Matthew V. CrawfordDEF 14A2026-04-020001174947-26-000447Section “Director Compensation”. As printed: 0. Filing ↗
17Section 06, 2026 voteForm 8-K2026-05-150000076282-26-000016Item 5.07 · say-on-pay result. As reported: 97.57% (votes for as printed: 12,322,715). Filing ↗
18Section 06, 2023 voteForm 8-K2023-05-180000076282-23-000027Item 5.07 · say-on-pay result. As reported: 72.99% (votes for as printed: 7,850,096). Filing ↗
19Section 06, 2020 voteForm 8-K2020-05-280000076282-20-000036Item 5.07 · say-on-pay result. As reported: 70.35% (votes for as printed: 7,539,749). Filing ↗
20Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
21Section 09b board cost (computed)ComputedcomputedCash 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
22Consolidated, Section 10b CEO totalDEF 14A2026-04-080001047862-26-000078CEO total compensation as printed in Consolidated's own proxy. As printed: 19,899,971. Filing ↗machine: r4 · c24 · span 1434489–1434499
23Park Ohio Holdings (subject), Section 10b CEO totalDEF 14A2026-04-020001174947-26-000447CEO total compensation as printed in Park Ohio Holdings's own proxy. As printed: 3,727,172. Filing ↗machine: r2 · c9 · span 470903–470912
24Stock, Section 10b CEO totalDEF 14A2026-03-120001437749-26-007879CEO total compensation as printed in Stock's own proxy. As printed: 3,380,337. Filing ↗machine: r3 · c32 · span 991255–991264
25Section 10a, Stock reciprocityDEF 14A0001437749-26-007879Stock's most recent proxy was read; its disclosed peer group does not include Park Ohio Holdings. Filing ↗
26Section 10a, Consolidated reciprocityDEF 14A0001047862-26-000078Consolidated's most recent proxy was read; its disclosed peer group does not include Park Ohio Holdings. Filing ↗