PARK-OHIO HOLDINGS CORP.

6065 Parkland Boulevard

Cleveland, Ohio 44124

Notice of 20222023 Annual Meeting of Shareholders

The 20222023 annual meeting of shareholders of Park-Ohio Holdings Corp., an Ohio corporation, will be held as shown below.

​	1010:00 A.M., ClevelandEastern Time, ThursdayWednesday May 19, 202217, 2023
	​6065 Parkland Boulevard, Cleveland, Ohio 44124
​	6065 Parkland Boulevard, Cleveland, Ohio 44124
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​	1.To elect three directors to serve until the 20252026 annual meeting of shareholders; 2.To approve the Amendment and Restatement of the Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan, the terms of which are described in the accompanying Proxy Statement; 3.To ratify the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2022;2023; 4.To approve, on an advisory basis, named executive officer compensation; 5.To recommend, on an advisory basis, the frequency of future advisory votes on named executive officer compensation; and 3.6.To act on other matters that are properly brought before the Annual Meeting or any adjournments, postponements or continuations thereof.
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​	The Board of Directors set March 31, 2022,27, 2023 as the record date for the Annual Meeting. This means that owners of Common Stock at the close of business on that date are entitled to (1) receive notice of the Annual Meeting and (2) vote at the Annual Meeting and any adjournments, postponements or continuations of the Annual Meeting.
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​	We strongly encourage you to consider voting and submitting your proxy in advance of the Annual Meeting in lieu of attending the meeting in person. Please mark, sign and return the proxy card in the enclosed envelope. No postage is required if mailed in the United States.

Proxy Statement

TABLE OF CONTENTS

PARK-OHIO HOLDINGS CORP.

6065 Parkland Boulevard

Cleveland, Ohio 44124

Proxy Statement

Annual Meeting of Shareholders

May 19, 202217, 2023

GENERAL INFORMATION

Solicitation of Proxies

The Board of Directors of Park-Ohio Holdings Corp., or the Board, is furnishing this proxy statement in order to solicit proxies on its behalf to be voted at our 20222023 annual meeting of shareholders. shareholders, or the Annual Meeting. The Company will bear the costs of this solicitation.

The Annual Meeting will be held at our corporate office located at 6065 Parkland Boulevard,Blvd., Cleveland, Ohio 44124 on Thursday,Wednesday, May 19, 2022,17, 2023, at 1010:00 A.M., ClevelandEastern Time, and any and all adjournments, postponements or continuations thereof.

Use of Proxies

Proxy materials are first being mailed to shareholders on or about April 20, 2022.14, 2023. A shareholder giving a proxy may revoke it, without affecting any vote previously taken, by a later appointment received by us prior to the Annual Meeting or by giving notice to us in writing or in open meeting. Attendance at the Annual Meeting will not by itself revoke a proxy. Shares represented by properly executed proxies will be voted at the Annual Meeting. If a shareholder has specified how the proxy is to be voted with respect to a matter listed on the proxy, it will be voted in accordance with such specifications. If no specification is made, the executed proxy will be voted (1) “FOR” the election of the nominees for directorsdirectors; (2) “FOR” the approval of the Amendment and (2)Restatement of the Park-Ohio Holdings Corp. 2021 Equity and Incentive Plan; (3) “FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2022.2023; (4) “FOR” the resolution approving, on an advisory basis, the compensation of our named executive officers; and (5) “EVERY THREE YEARS” with respect to the advisory vote on the frequency of future advisory votes on named executive officer compensation.

Record Date

The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting is March 31, 2022.27, 2023. As of March 31, 2022,27, 2023, there were issued and outstanding 12,579,38112,813,321 shares of our Common Stock, par value $1.00 per share. Each share is entitled to one vote on each matter presented at the Annual Meeting. Our Articles of Incorporation provide that shareholders do not have cumulative voting rights in the election of directors.

Lack of Instructions, Broker Non-Votes

If your shares are held in the name of a brokerage firm or other nominee, your shares may be voted even if you do not provide the brokerage firm or other nominee with voting instructions. Brokerage firms and other nominees have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter and the brokerage firm or other nominee has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm or other nominee cannot vote the shares on that proposal. This is referred to as a “broker non-vote.”

Routine Matters

The proposal to ratify the appointment of Ernst & Young LLP as our independent auditor for fiscal year 20222023 is the only routine matter for which the brokerage firm or other nominee who holds your shares can vote your shares without your instructions. Accordingly, there should be no broker non-votes with respect to such proposal, and broker non-votes will have no effect on the outcome of the other proposals.

Other Matters

We are not aware of any matters other than those described in this proxy statement that will be presented to the Annual Meeting for action on the part of the shareholders. If any other matters are properly brought before the Annual Meeting that applicable law permits proxies to vote on a discretionary basis, it is the intention of the persons named in the accompanying proxy to vote the shares to which the proxy relates thereon in accordance with their best judgment. Abstentions and broker non-votes will be counted as present at the Annual Meeting for purposes of determining a quorum.

Directors with Term Expiring 2024

Directors with Term Expiring 2025

^(g)Based on information set forth on Amendment No. 27 to Schedule 13D as filed with the SEC on March 24, 2022. Total includes 848,680 shares held by GAMCO Asset Management Inc., 455,062 shares held by Gabelli Funds, LLC, 200,047 shares held by Teton Advisors, Inc., 1,300 shares held by MJG Associates, Inc., 23,800 shares held by Gabelli Foundation, Inc., and 500 shares held by Gabelli & Company Investment Advisors, Inc., as of June 14, 2021. GGCP, Inc. is the ultimate parent holding company for the above-listed companies, and Mr. Mario J. Gabelli is the controlling stockholder, chief executive officer and a director of GGCP, Inc. Each of the foregoing has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of their respective reported shares. The foregoing companies provide securities and investment related services and have their principal business office at One Corporate Center, Rye, New York 10580.

^(h)Based on information set forth on Amendment No. 56 to Schedule 13G as filed with the SEC on February 10, 2022. Total7, 2023. As of December 31, 2022, the total includes 716,095974,842 shares held by Private Management Group, Inc. Private Management Group, Inc. has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of their reported shares. Private Management Group, Inc. is a registered investment advisory firm, and has its principal business office at 15635 Alton Parkway, Suite 400, Irvine, California 92618.

⁽ⁱ⁾Represents restricted share units that represent the right to receive shares of our Common Stock upon Separation of Service (as defined in the Director DC Plan, described below).

Lead Director

In November 2014, the Board appointed Mr. Wert as the Lead Director. The Lead Director serves as a liaison between our Chairman and our independent directors, presides over executive sessions of the independent directors, makes recommendations to the Chairman regarding the timing and structure of Board meetings, reviews and recommends agendas for the Board meetings and consults with the Chairman on the adequacy of the flow of information from management to the Board. We believe that this leadership structure results in increased engagement of the Board as a whole, and provides strong, independent oversight of our management and affairs resulting in good governance.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (our “Code”). All directors, officers and employees must act ethically at all times and in accordance with the policies comprising our Code. A copy of the Code is available, without charge, upon written request to: Secretary, Park-Ohio Holdings Corp., 6065 Parkland Boulevard, Cleveland, Ohio 44124 and is also available on our website at www.pkoh.com. We intend to disclose any amendment to, or waiver from, the Code by posting such amendment or waiver, as applicable, on our website. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings we make with the SEC.

Anti-Hedging and Pledging Policies

Our Insider Trading Policy prohibits our executive officers and directors from engaging in hedging transactions with respect to our Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our Common Stock. Our Insider Trading Policy also prohibits the pledging of our Common Stock except where the transaction is pre-approved by our Chief Legal Officer and the amount of Common Stock that is pledged is limited.

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors and Committees

Board Meetings

The Board held four meetings in 2021.2022. All directors are expected to attend each meeting of the Board and the meetings of the committees on which he or she serves. In 2021,2022, no director attended less than 75% of the aggregate meetings of the Board and the meetings of the committees on which he or she served.served with the exception of Mr. Hanna who attended 64%. Directors are expected to attend the Annual Meeting, and all directors attended the 20212022 annual meeting of shareholders.

Board Committees

The Board currently has, and appoints the members of, the Audit, Compensation, Nominating and Corporate Governance, Executive and Long-Range Planning Committees. Each member of the Audit, Compensation and Nominating and Corporate Governance Committees is an independent director as defined under the rules of the Nasdaq Stock Market.

Audit Committee

The Audit Committee consists of Messrs. Grampa, Hanna, Rosen and Wert, with Mr. Grampa as its chair. The Audit Committee assists the Board in its general oversight of our financial reporting, internal controls and audit functions, and is directly responsible for the retention, compensation and oversight of the work of our independent auditors. In 2021,2022, the Audit Committee held seven meetings. The Audit Committee has a written charter approved by the Board. The responsibilities and activities of the Audit Committee are described in greater detail in the Audit Committee Charter, which is available on our website at www.pkoh.com.

education and experience and particular fields of expertise, (2) an indication of the nominee’s consent to serve as a director if elected and (3) the reasons why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a director, and should be addressed to our Secretary at 6065 Parkland Boulevard, Cleveland, Ohio 44124.

The Nominating and Corporate Governance Committee did not meet in 20212022, but acted by written consent. The Nominating and Corporate Governance Committee has a written charter approved by the Board. The responsibilities and activities of the Nominating and Corporate Governance Committee are described in greater detail in the Nominating and Corporate Governance Committee Charter, which is available on our website at www.pkoh.com.

Executive Committee

The Executive Committee consists of Messrs. Auletta and Matthew Crawford and Ms. Ronna Romney, with Mr. Matthew Crawford as its chair. The Executive Committee may exercise the authority of the Board between Board meetings, except to the extent that the Board has delegated authority to another committee or to other persons and except as limited by Ohio law and our Regulations. The Executive Committee did not meet in 2021,2022 but acted by written consent.

Long-Range Planning Committee

The Long-Range Planning Committee consists of Messrs. Matthew Crawford and Moore, with Mr. Matthew Crawford as its chair. The Long-Range Planning Committee explores long-term strategic opportunities available to the Company, internal and external growth development, the Company’s capital structure and other duties delegated to it by the Board. The Long-Range Planning Committee did not meet in 2021.

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 2021,2022, each non-employee director earned, as an annual retainer, $50,000 and was granted 3,2705,000 restricted shares. The restricted shares were granted under our 2021 Equity and Incentive Compensation Plan, which we refer to as the 2021 Plan, that was approved by our shareholders at our May 27, 2021 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 Compensation, Audit and Nominating and Corporate Governance Committee Chairpersons each received an additional $15,000 committee chair annual retainer.

AUDIT COMMITTEE

Audit Committee Report

The Audit Committee oversees our accounting and financial reporting processes and the audits of financial statements. The Audit Committee selects our independent auditors. The Audit Committee is composed of four directors, each of whom is independent as defined under the rules of the Nasdaq Stock Market and SEC rules. Currently, the Audit Committee is composed of Messrs. Grampa, Hanna, Rosen and Wert. The Audit Committee operates under a written charter adopted by the Board.

Management is responsible for our internal controls and financial reporting process. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with management and Ernst & Young LLP to review and discuss the audited consolidated financial statements for the year ended December 31, 2021.2022. The Audit Committee discussed with Ernst & Young LLP its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) (PCAOB) and the SEC. In addition, the Audit Committee has discussed with Ernst & Young LLP their independence from our Company management and our Company, including the matters in the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communication with the Audit Committee concerning independence, and considered the compatibility of non-audit services with Ernst & Young LLP’s independence.

The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the overall scope and plans for their respective audits, the results of audit examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

John D. Grampa, Chair

Howard W. Hanna IV

Steven H. Rosen

James W. Wert

PROPOSAL NO. 2 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PARK-OHIO HOLDINGS CORP. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN

Overview

We are asking shareholders to approve an amendment and restatement of the Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan. On March 9, 2023, upon recommendation by the Compensation Committee, the Board approved and adopted, subject to the approval of the Company’s shareholders at the Annual Meeting, the amendment and restatement of the Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan. In this proposal, we refer to the original Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan as the “2021 Plan,” and we refer to the amended and restated Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan as the “Amended 2021 Plan.”

The Company’s shareholders approved the 2021 Plan, which succeeded the Park-Ohio Holdings Corp. 2018 Equity and Incentive Compensation Plan (the “2018 Plan”), at the Company’s 2021 Annual Meeting of Shareholders. The Company also previously granted awards under the Park-Ohio Holdings Corp. 2015 Equity and Incentive Compensation Plan (the “2015 Plan,” and, together with the 2018 Plan, the “Predecessor Plans”). However, no future awards may be granted under the Predecessor Plans. The 2021 Plan affords the Compensation Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers and other employees of the Company and its subsidiaries, certain consultants and other service providers to the Company and its subsidiaries, and non-employee directors of the Company. You are being asked to approve the Amended 2021 Plan.

Shareholder approval of the Amended 2021 Plan would primarily make available for awards under the Amended 2021 Plan an additional 750,000 shares of common stock, par value $1.00 per share, of the Company (“Common Shares”), as described below and in the Amended 2021 Plan, with such amount subject to adjustment, including under the share counting rules.

The Board recommends that you vote to approve the Amended 2021 Plan. If the Amended 2021 Plan is approved by shareholders at the Annual Meeting, it will be effective as of the day of the Annual Meeting, and future grants will be made on or after such date under the Amended 2021 Plan. If the Amended 2021 Plan is not approved by our shareholders, then it will not become effective, no awards will be granted under the Amended 2021 Plan, and the 2021 Plan will continue in accordance with its terms as previously approved by our shareholders.

The actual text of the Amended 2021 Plan is attached to this proxy statement as Appendix A. The following description of the Amended 2021 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.

Why We Recommend That You Vote For This Proposal

The Amended 2021 Plan continues to authorize the Compensation Committee to provide cash awards and equity-based compensation in the form of stock options, appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents and certain other awards, including those denominated or payable in, or otherwise based on, Common Shares, for the purpose of providing our non-employee directors, officers and other employees of the Company and its subsidiaries, and certain consultants and other service providers of the Company and its subsidiaries, incentives and rewards for service and/or performance. Some of the key features of the Amended 2021 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below.

We believe our future success continues to depend in part on our ability to attract, motivate and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the Amended 2021 Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

The use of Common Shares as part of our compensation program is also important because equity-based awards continue to be an essential component of our compensation program for key employees, as they help link compensation with long-term shareholder value creation and reward participants based on service and/or performance.

In 2021, Company shareholders approved 625,000 Common Shares, plus the number of Common Shares remaining available for awards under the 2018 Plan as of May 27, 2021, to be used for awards under the 2021 Plan. As of March 20, 2023, 104,985 Common Shares remained available under the 2021 Plan. If the Amended 2021 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which approach may not necessarily align employee and director compensation interests with the investment interests of our shareholders. Replacing equity awards with cash also would increase cash compensation expense and use cash that could be better used.

The following includes aggregated information regarding our view of the overhang and dilution associated with the Predecessor Plans and the 2021 Plan, and the potential dilution associated with the Amended 2021 Plan. This information is as of March 20, 2023. As of that date, there were approximately 12,813,321 Common Shares outstanding:

Common Shares Subject to Outstanding Awards and Available for Future Awards:

•Total Common Shares subject to outstanding full-value awards (restricted shares and restricted stock units): 636,856 Common Shares (approximately 4.97% of our outstanding Common Shares);

•No stock options or SARs outstanding; and

•Total Common Shares available for future awards under the 2021 Plan: 104,985 Common Shares (approximately 0.82% of our outstanding Common Shares).

Proposed Common Shares Available for Awards Under the Amended 2021 Plan:

•750,000 additional Common Shares (approximately 5.85% of our outstanding Common Shares, which percentage reflects the simple dilution of our shareholders that would occur if the Amended 2021 Plan is approved), subject to adjustment, including under the share counting rules of the Amended 2021 Plan; and

•The total Common Shares subject to outstanding awards as described above as of March 20, 2023 (636,856 Common Shares), plus the Common Shares remaining available for future awards under the 2021 Plan as of such date (104,985 Common Shares), plus the proposed additional Common Shares available for future awards under the Amended 2021 Plan (750,000 Common Shares), represent an approximate total overhang of 1,491,841 shares (11.64%).

Based on the closing price on the Nasdaq Stock Market for our Common Shares on March 20, 2023 of $11.70 per share, the aggregate market value as of March 20, 2023 of the new 750,000 Common Shares requested under the Amended 2021 Plan was $8,775,000.

In fiscal years 2020, 2021 and 2022, we granted awards under the 2018 Plan and the 2021 Plan covering 453,760 Common Shares, 208,389 Common Shares, and 345,369 Common Shares, respectively. Based on our basic weighted average Common Shares outstanding for those three fiscal years of 12,061,419, 12,007,000, and 12,091,712, respectively, for the three-fiscal-year period 2020-2022, our average burn rate, not taking into account forfeitures, was 2.79% (our individual years’ burn rates were 3.76% for fiscal 2020, 1.74% for fiscal 2021, and 2.86% for fiscal 2022).

In determining the number of shares to request for approval under the Amended 2021 Plan, our management team worked with the Compensation Committee to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the Amended 2021 Plan.

If the Amended 2021 Plan is approved, we intend to utilize the shares authorized under the Amended 2021 Plan to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the shares requested in connection with the approval of the Amended 2021 Plan will last about three years, based on our historic grant rates and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes materially. As noted below, our Compensation Committee would retain full discretion under the Amended 2021 Plan to determine the number and amount of awards to be granted under the Amended 2021 Plan, subject to the terms of the Amended 2021 Plan, and future benefits that may be received by participants under the Amended 2021 Plan are not determinable at this time.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute shareholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of shareholder interests, as described above.

In evaluating this proposal, shareholders should consider all of the information in this proposal and this proxy statement.

Material Changes From The 2021 Plan

The Amended 2021 Plan (1) increases the number of Common Shares available for awards under the 2021 Plan by 750,000 shares, (2) correspondingly increases the limit on shares that may be issued or transferred upon the exercise of incentive stock options granted under the 2021 Plan, during its duration (as described below), by 750,000 Common Shares, (3) revises the clawback provisions of the 2021 Plan to accommodate anticipated final stock exchange clawback listing standards and (4) extends the term of the 2021 Plan until the 10th anniversary of the date of shareholder approval of the Amended 2021 Plan. The Amended 2021 Plan also makes certain other conforming, clarifying or non-substantive changes to the terms of the 2021 Plan to implement the Amended 2021 Plan.

We are not seeking to make any other material changes to the terms of the 2021 Plan.

Summary of Other Material Terms of the 2021 Plan

Administration: The Amended 2021 Plan will generally be administered by the Compensation Committee (or its successor), or any other committee of the Board designated by the Board to administer the Amended 2021 Plan. References to the “Committee” in this proposal generally refer to the Compensation Committee or such other committee designated by the Board, or the Board, as applicable. The Committee may from time-to-time delegate all or any part of its authority under the Amended 2021 Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the Amended 2021 Plan, or of any Evidence of Award (as defined below) under the Amended 2021 Plan (or related documents), will be final and conclusive. To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Committee or the subcommittee may by resolution, subject to certain restrictions set forth in the Amended 2021 Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of awards under the Amended 2021 Plan, and (2) determine the size of such awards. However, the Committee or the subcommittee may not delegate such responsibilities to officers for awards granted to non-employee directors, certain officers or certain employees who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Eligibility: Any person who is selected by the Committee to receive benefits under the Amended 2021 Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the Amended 2021 Plan. In addition, certain persons, including consultants, who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an employee (provided that such persons satisfy the Form S-8 definition of “employee”), and non-employee directors of the Company, may also be selected by the Committee to participate in the Amended 2021 Plan. As of March 20, 2023, there were approximately 60 employees and 1 consultant of the Company and its subsidiaries expected to participate in the Amended 2021 Plan out of a total of 7,208 employees and 10 consultants providing services to the Company and its subsidiaries. All of our non-employee directors (of which there are 8 as of the date of this filing) are expected to participate in the Amended 2021 Plan. The basis for participation in the Amended 2021 Plan by eligible persons is the selection of such persons for participation by the Committee (or its proper delegate) in its discretion.

Share Counting: Generally, the aggregate number of Common Shares available under the Amended 2021 Plan will be reduced by one Common Share for every one Common Share subject to an award granted under the Amended 2021 Plan.

Types of Awards Under the Amended 2021 Plan: Pursuant to the Amended 2021 Plan, the Company may grant stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986 (the “Code”) (“Incentive Stock Options”)), SARs, restricted shares, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our Common Shares.

Generally, each grant of an award under the Amended 2021 Plan will be evidenced by an award agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee (an “Evidence of Award”), which will contain such terms and conditions as the Committee may determine, consistent with the Amended 2021 Plan. A brief description of the types of awards which may be granted under the Amended 2021 Plan is set forth below.

Stock Options: A stock option is a right to purchase Common Shares upon exercise of the stock option. Stock options granted to an employee under the Amended 2021 Plan may consist of either an Incentive Stock Option, a non-qualified stock option that is not intended to be an “incentive stock option” under Section 422 of the Code, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. Except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, stock options must have an exercise price per share that is not less than the fair market value of a Common Share on the date of grant. The term of a stock option may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a stock option.

Each grant of a stock option will specify the applicable terms of the stock option, including the number of Common Shares subject to the stock option and the required period or periods of the participant’s continuous service, if any, before any stock option or portion of a stock option will vest. Stock options may provide for continued vesting or the earlier vesting of the stock options, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a Change in Control.

Any grant of stock options may specify management objectives regarding the vesting of the stock options. Each grant will specify whether the consideration to be paid in satisfaction of the exercise price will be payable: (1) in cash, by check acceptable to the Company, or by wire transfer of immediately available funds; (2) by the actual or constructive transfer to the Company of Common Shares owned by the participant (or certain other consideration authorized under the Amended 2021 Plan) with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which the Company will withhold Common Shares otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; or (5) by such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank

objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives. Each grant or sale of RSUs will specify the time and manner of payment of the RSUs that have been earned. An RSU may be paid in cash, Common Shares or any combination of the two.

Cash Incentive Awards, Performance Shares and Performance Units: Performance shares, performance units and cash incentive awards may also be granted to participants under the Amended 2021 Plan. A performance share is a bookkeeping entry that records the equivalent of one Common Share, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to a cash incentive award being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

Each grant of a cash incentive award, performance shares or performance units will specify management objectives regarding the earning of the award. Each grant will specify the time and manner of payment of a cash incentive award, performance shares or performance units that have been earned.

Any grant of performance shares or performance units may provide for the payment of dividend equivalents in cash or in additional Common Shares, which dividend equivalents will be subject to deferral and payment on a contingent basis based on the participant’s earning and vesting of the performance shares or performance units, as applicable, with respect to which such dividend equivalents are paid.

The performance period with respect to each cash incentive award or grant of performance shares or performance units will be a period of time determined by the Committee and within which the management objectives relating to such award are to be achieved. The performance period may be subject to continued vesting or earlier lapse or modification, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a Change in Control.

Other Awards: Subject to applicable law and applicable share limits under the Amended 2021 Plan, the Committee may authorize the grant to any participant of Common Shares or such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of the subsidiaries, affiliates or other business units of the Company. The Committee will determine the terms and conditions of any such awards. Common Shares delivered under such an award in the nature of a purchase right granted under the Amended 2021 Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as the Committee determines.

In addition, the Committee may grant cash awards, as an element of or supplement to any other awards granted under the Amended 2021 Plan. The Committee may also authorize the grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Amended 2021 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee in a manner that complies with Section 409A of the Code.

Other Awards may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of the participant or in the event of a Change in Control. The Committee may provide for the payment of dividends or dividend equivalents on Other Awards on either a current or deferred or contingent basis, in cash or in additional Common Shares. However, dividend equivalents or other distributions on Common Shares underlying Other Awards with restrictions that lapse as a result of the achievement of management objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives.

Change in Control: The Amended 2021 Plan includes a definition of “Change in Control.” In general, except as otherwise prescribed by the Committee in an Evidence of Award, Change in Control means the occurrence (after May 27, 2021) of any of the following events (subject to certain limitations and as further described in the Amended 2021 Plan):

•The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and immediately after such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as defined below) of the Company immediately prior to such transaction;

•The Company sells all or substantially all of its assets to any other corporation or other legal person, and less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale;

•Any (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 30% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”); or

•If during any period of two consecutive years, individuals who at the beginning of any such period constituted our directors cease for any reason to constitute at least a majority of the Board, subject to certain limitations as described in the Amended 2021 Plan.

A Change in Control will not be deemed to have occurred for purposes of the Amended 2021 Plan solely because (i) the Company, (ii) an entity in which the Company directly or indirectly beneficially owns 50% or more of the voting securities or interest, or (iii) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-l, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 30% or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership.

Management Objectives: The Amended 2021 Plan generally provides that any of the awards set forth above may be granted subject to the achievement of specified management objectives. Management objectives are defined as the performance objective or objectives established pursuant to the Amended 2021 Plan for participants who have received grants of performance shares, performance units or cash incentive awards or, when so determined by the Committee, stock options, SARs, restricted shares, RSUs, dividend equivalents or Other Awards.

Additionally, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Committee may in its discretion modify such management objectives or the goals or actual levels of achievement regarding the management objectives, in whole or in part, as the Committee deems appropriate and equitable.

Transferability of Awards: Except as otherwise provided by the Committee and subject to the terms of the Amended 2021 Plan with respect to Section 409A of the Code, no stock option, SAR, restricted shares, RSU, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the Amended 2021 Plan will be transferrable by a participant except by will or the laws of descent and distribution. In no event will any such award granted under the Amended 2021 Plan be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

The Committee may specify on the grant date that all or part of the Common Shares that are subject to awards under the Amended 2021 Plan will be subject to further restrictions on transfer, including minimum holding periods.

Adjustments: The Committee will make or provide for such adjustments in: (1) the number of and kind of Common Shares covered by outstanding stock options, SARs, restricted shares, RSUs, performance shares and performance units granted under the Amended 2021 Plan; (2) if applicable, the number of and kind of Common Shares covered by Other Awards granted pursuant to the Amended 2021 Plan; (3) the exercise price or base price provided in outstanding stock options and SARs, respectively; (4) cash incentive awards; and (5) other award terms, as the Committee in its sole discretion, exercised in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants or optionees that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

In the event of any such transaction or event, or in the event of a Change in Control of the Company, the Committee may provide in substitution for any or all outstanding awards under the Amended 2021 Plan such alternative consideration (including cash), if any, as it may determine in good faith to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control of the Company, the Committee may in its sole discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Committee will make or provide for such adjustments to the numbers of Common Shares available under the Amended 2021 Plan and the share limits of the Amended 2021 Plan as the Committee in its sole discretion determines in good faith is appropriate to reflect such transaction or event. However, any adjustment to the limit on the number of Common Shares that may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any stock option intended to qualify as an Incentive Stock Option to fail to so qualify.

Further, subject to the Amended 2021 Plan’s prohibition on repricing, the Committee generally may amend the terms of any award prospectively or retroactively. Except in the case of certain adjustments permitted under the Amended 2021 Plan, no such amendment may be made that would materially impair the rights of any participant without his or her consent. If permitted by Section 409A of the Code and subject to certain other limitations set forth in the Amended 2021 Plan, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances, or in the event of a Change in Control, the Committee may provide for continued vesting or accelerate the vesting of certain awards granted under the Amended 2021 Plan or waive any other limitation or requirement under any such award.

The Board may, in its discretion, terminate the Amended 2021 Plan at any time. Termination of the Amended 2021 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the Amended 2021 Plan on or after the tenth anniversary of the date shareholders approve the Amended 2021 Plan, but all grants made prior to such date will continue in effect thereafter subject to their terms and the terms of the Amended 2021 Plan.

Allowances for Conversion Awards and Assumed Plans: Common Shares issued or transferred under awards granted under the Amended 2021 Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted shares, RSUs, or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added to) the aggregate share limit or other Amended 2021 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Amended 2021 Plan, under circumstances further described in the Amended 2021 Plan, but will not count against the aggregate share limit or other Amended 2021 Plan limits described above.

New Plan Benefits

It is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended 2021 Plan because the grant and actual pay-out of awards under the Amended 2021 Plan are subject to the discretion of the plan administrator.

U.S. Federal Income Tax Consequences

The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Amended 2021 Plan based on federal income tax laws in effect. This summary, which is presented for the information of shareholders considering how to vote on this proposal and not for Amended 2021 Plan participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Tax Consequences to Participants

Restricted Shares. The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the restricted shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Cash Incentive Awards, Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares, performance units or cash incentive awards. Upon payment in respect of the earn-out of performance shares, performance units or cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received.

Nonqualified Stock Options. In general:

•no income will be recognized by an optionee at the time a non-qualified stock option is granted;

•at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the exercise price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and

•at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an Incentive Stock Option. If Common Shares are issued to the optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the exercise price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If Common Shares acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

SARs. No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received on the exercise.

Restricted Stock Units. No income generally will be recognized upon the award of RSUs. The recipient of an RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted Common Shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

Tax Consequences to the Company and its Subsidiaries

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Awards Granted to Certain Persons

The table below shows the number of awards granted under the 2021 Plan to the named executive officers and the other individuals and groups indicated below since its inception through March 20, 2023.

PARK-OHIO HOLDINGS CORP. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN

⁽¹⁾Includes the following amounts of restricted shares or restricted share units granted to each nominee for election: 8,270 to Patrick V. Auletta; 8,270 to Howard W. Hanna IV; and 8,270 to Dan T. Moore III.

Registration with the SEC

We intend to file a Registration Statement on Form S-8 relating to the issuance of Common Shares under the Amended 2021 Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended 2021 Plan by our shareholders.

Vote Required and Recommendation of the Board

The affirmative vote of a majority of our shares of Common Stock represented at the Annual Meeting and entitled to vote on this proposal is required to approve the Amended 2021 Plan. Abstentions will have the effect of a vote against, and broker non-votes will have no effect with respect to, the approval of this proposal.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PARK-OHIO HOLDINGS CORP. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 regarding our compensation plans under which our equity securities are authorized for issuance.

⁽¹⁾Includes unvested and vested restricted stock unit awards but excludes unvested restricted stock awards which are already issued and outstanding.

PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT AUDITORS

The Audit Committee has appointed Ernst & Young LLP as our independent auditors to examine our financial statements and those of our subsidiaries for the fiscal year ending December 31, 2022.2023. During fiscal year 2021,2022, Ernst & Young LLP examined our financial statements and those of our subsidiaries, including those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022. The Board recommends ratification of the appointment of Ernst & Young LLP.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting, if they so desire, and will be available to respond to appropriate shareholders’ questions.

Vote Required and Recommendation of the Board

Although shareholder approval of this appointment is not required by law or binding on the Audit Committee, the Audit Committee believes that shareholders should be given the opportunity to express their views. If the shareholders do not ratify the appointment of Ernst & Young LLP as our independent auditors, the Audit Committee will consider this vote in determining whether or not to continue the engagement of Ernst & Young LLP. Abstentions will have no effect on the ratification of the appointment of Ernst & Young LLP.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THIS APPOINTMENT.

PROPOSAL NO. 5 — RECOMMENDATION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, shareholders have an opportunity to cast a non-binding advisory vote on how frequently we should seek an advisory vote on the compensation of our named executive officers. Shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every year, two years, or three years. Alternatively, shareholders may abstain from casting a vote.

The Board believes it is most appropriate to conduct an advisory vote on named executive officer compensation once every three years and, therefore, the Board recommends that you vote for a three-year interval for the advisory vote on named executive officer compensation. However, shareholders are not voting to approve or disapprove the Board’s recommendation. Shareholders may choose among the four choices (every year, every two years, every three years or abstain) set forth below.

Our executive compensation program is designed to achieve a balance of short-term and long-term goals. To this end, the Compensation Committee combines potential annual cash incentive awards with long-term equity awards, which generally vest over a three-year period, and with value based on the price of our Common Stock. The Board believes that holding the advisory vote on named executive officer compensation once every three years will encourage a reasonably long-term focus on our executive compensation policies and practices.

When you vote, you may cast your vote on your preferred frequency of future advisory votes on named executive officer compensation by choosing among the following four options: once every one year, two years or three years, or you may abstain from voting.

Although this advisory vote is not binding, the Board will consider our shareholders’ preferences and may take them into account in making future determinations concerning the frequency of advisory votes on our named executive officer compensation.

Vote Required and Recommendation of the Board

As an advisory vote, the option of once every year, two years or three years that receives the highest number of votes cast by shareholders is expected to be the frequency for the advisory vote on named executive officer compensation that has been selected by shareholders. Abstentions and broker non-votes will have no effect with respect to this proposal.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EVERY “THREE YEARS” REGARDING THE FREQUENCY OF THE SHAREHOLDER ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information regarding 20212022 compensation for each of Matthew V. Crawford (Chairman, Chief Executive Officer and President), Patrick W. Fogarty (Vice President and Chief Financial Officer) and Robert D. Vilsack (Chief Legal & Administrative Officer, Secretary) (collectively, our “named executive officers”).

20212022 Business Highlights

We continued to operate in a difficult business environment and continued to face significant challenges in 20212022 brought on by the global pandemic, specifically supply chain and logistics disruptions, rapid and broad-based inflation, labor shortages and production and demand volatility, all of which combined to negatively impact our operating results.

Despite these large macro challenges, we had many achievements and customer demand for our products remains strong. In 2021,2022, we were committed to focusing on our customers;customers and we continued executing on our strategic initiatives;initiatives, restructuring efforts and making investments which we believe will result in a stronger business going forward. As a result of the foregoing, in 2021 we achieved strong revenue growth of 11%;2022 sales from continuing operations were a record $1.5 billion, up 17% over the prior year. We delivered improved year-over-year operating results in our supply chainmargins and capital equipment businesses;income results; completed restructuring actions at several locations; completed atwo strategic acquisition;acquisitions; optimized our manufacturing footprint through consolidation and closure of several manufacturing facilities; and completed a significant real estatethe sale withof certain assets for cash proceeds in excess of $20 million; and returned $8.8 million in capital to our shareholders.$9.5 million.

We expect to see significant improvement in profitability in 2022 as we continue to execute our strategy and fully benefit from the operating initiatives implemented in 2021.

Philosophy and Objectives

Our compensation program is designed to recognize the level of responsibility of an executive within our Company, taking into account the named executive officer’s role and expected leadership within our organization, and to encourage and reward decisions and actions that have a positive impact on our overall performance.

Our compensation philosophy is based upon the following objectives:

•to reinforce the achievement of key business strategies and objectives, including our continued response to the macro-economic challenges resulting from the global pandemic in 2021;macro- economic challenges;

•to reward our executives for their outstanding performance and business results;

•to emphasize the enhancement of shareholder value;

•to value the executive’s unique skills and competencies;

•to attract and retain qualified executives; and

•to provide a competitive compensation structure.

Compensation Practices

Below are certain of our key practices we consider good governance features of our executive compensation program.

We view these various components of compensation as related but distinct. Although our Compensation Committee does review total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. The appropriate level for each compensation component is based in part, but not entirely, on our view of internal equity and consistency, and other considerations we deem relevant from year to year, such as rewarding extraordinary performance. Our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation or among different forms of non-cash compensation but does emphasize variable compensation over fixed compensation.

Base Salary

We pay base salaries to recognize and reward each named executive officer’s unique value and skills, competencies and experience in light of the executive’s position. Base salaries, including any annual or other adjustments, for our named executive officers, other than our CEO, are determined in part based on recommendations from our CEO. In addition, the Compensation Committee considers a variety of factors such as market survey data, a subjective assessment of the nature and scope of the named executive officer’s responsibilities, each named executive officer’s unique value and historical contributions, historical increases, internal equity considerations, and the experience and length of service of the named executive officer.

For 2021,2022, the Compensation Committee, made no changesafter considering the factors identified above increased our CEO’s base salary from $750,000 to the base salaries of$875,000 effective April 1, 2023. For our other named executive officers.officers, after considering recommendations from our CEO and the factors identified above, the Compensation Committee increased Mr. Fogarty’s base salary from $425,000 to $450,000 and increased Mr. Vilsack’s base salary from $365,000 to $400,000 in each case effective April 1, 2023. The Compensation Committee believes the salaries of our named executive officers have remained moderate for the past several years. This approach is consistent with our philosophy that a greater emphasis should be placed on variable compensation.

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.

CEO Annual Cash Bonus Award

For 2021,2022, 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 20212022 consolidated adjusted income before income taxes (adjustedadjusted for unusual and extraordinary gains and losses),losses, subject to an overall limit of $5,000,000. We define consolidated income before income taxes adjusted for unusual and extraordinary gains or losses as consolidated adjusted income before income taxes. 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. Under the Bonus Plan, the Compensation Committee is authorized to exercise negative discretion and reduce our CEO’s award.

For 2021,2022, consolidated adjusted income before income taxes was a loss of $18.5$25.6 million, and asthe Compensation Committee did not authorize any discretion to reduce the award. As a result, Mr. Matthew Crawford did not earnearned a cash bonus award of $1,280,000 under the Bonus Plan.Plan for 2022.

The Compensation Committee also considered a qualitative assessment of CEO performance during 2021, which included effectively managing through the difficult macro-economic conditions, implementation of pricing initiatives, restructuring and consolidation strategies and the implementation of long-term growth strategies.

In connection with its qualitative assessment of our CEO’s performance, the Compensation Committee noted that many of the factors impacting our financial performance were outside his control, including the significant challenges and difficult operating conditions brought on by the global pandemic, specifically supply chain and logistics disruptions, rapid and broad-based inflation,

considering recommendations by our CEO and after taking into account our financial and operational performance as impacted by the global pandemic and the resulting macro-economic conditions. 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, the relative rank of the named executive officer, 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 the completion of atwo strategic acquisition;acquisitions; his contributions to cash management and our capital structure; his leadership in the management of the supply chain disruptions; his role in the completion of a significant real estate sale; and his role in helping to drive the achievement of financial performance measures, all of which were considered in the context of the significant negative macro-economic conditions in 2021.2022. Mr. Fogarty’s annual bonus award was $500,000, compared to an annual bonus award of $312,500$500,000 for 2020,2021, representing an increase of 60%0%.

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 contribution to the successful sale of significant real estate; his instrumental role in the completion of two strategic acquisitions, a strategic acquisition;joint venture and an asset sale; his leadership in the management of commercial disruptions; his effective supervision of the internal legal department; and his role in carrying out the corporate secretarial functions,functions; and his leadership role in corporate procurement and IT matters. Mr. Vilsack’s annual bonus award was $420,000, compared to an annual bonus award of $262,500$420,000 for 2020,2021, representing an increase of 60%0%.

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 “2021“2022 Summary Compensation Table” below.

Equity Compensation

We have used the grant of 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 options and restricted shares under our 2021 Plan and its predecessor 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 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,

Policy for Recoupment of Performance-Based Incentives

We have adopted a “clawback” policy that allows for the recoupment of certain short- and long-term incentive compensation paid (net of taxes) to any current or former key employees, including our named executive officers, in the event we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements that results in a recalculation of a financial metric applicable to such award and such employee willfully committed an act of fraud, dishonesty or recklessness that contributed to our obligation to prepare the accounting restatement. In the wake of the SEC’s recent promulgation of final Dodd-Frank Act clawback rules, we expect to review and consider changes to our clawback provisions, subject to the final listing standards being adopted by Nasdaq.

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, 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.

Anti-Hedging and Pledging Policies

Our Insider Trading Policy prohibits hedging transactions with respect to our Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our Common Stock. Our Insider Trading Policy also prohibits the pledging of our Common Stock except where the transaction is pre-approved by our Chief Legal Officer and the amount of Common Stock that is pledged is limited.

Other Benefits

We also provide other benefits to our named executive officers that we consider necessary in order to offer fully competitive opportunities to attract and retain our named executive officers. These benefits include life insurance, company cars or car allowances, and club dues. Named executive officers are eligible to participate in all of our employee benefit plans, such as the AB Plan, 401(k) 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 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.

Risk Oversight

Management, with the assistance of the Compensation Committee’s independent consultant, conducted a risk assessment of the design of our compensation programs for all employees, including those that apply to our executive officers. Management evaluated the levels of risk-taking to determine whether they are appropriate in the context of long-term value creation and viability, the overall compensation arrangements, and our overall risk profile. The results of such assessment were presented to the