Gregory D. Rizzo
About Gregory D. Rizzo
Gregory D. Rizzo is Chief Executive Officer (Principal Executive Officer) of Chicago Rivet & Machine Co. (CVR) and has served as a director since May 9, 2023; he is 59 and holds an engineering degree from the University of Michigan. Prior roles include Vice President and General Manager at MacLean-Fogg (more than five years) and positions at Ford Motor Company, Magna International, and TRW . During his tenure, CVR reported net losses of $4,401,584 in 2023 and $5,615,614 in 2024, while cumulative total shareholder return (TSR) fell from $84.78 (value of $100 investment) in 2023 to $66.30 in 2024 . As CODM, Rizzo evaluates segment performance based on gross profit, segment operating income (loss) less depreciation, and capital expenditures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MacLean-Fogg | Vice President & General Manager | More than five years | Managed businesses in markets similar to CVR’s; deep manufacturing/operations experience |
| Ford Motor Company | Various positions | Not disclosed | Automotive manufacturing and operations background |
| Magna International | Various positions | Not disclosed | Manufacturing operations experience |
| TRW | Various positions | Not disclosed | Manufacturing and engineering experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public company boards disclosed for Rizzo in CVR proxies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $203,779 | $322,350 |
| All Other Compensation ($) | $978 (term life premium) | $2,064 (term life premium) |
| Total ($) | $230,757 | $387,414 |
The company does not provide stock awards, option awards, other long-term incentives, defined benefit pension, or non-qualified deferred compensation to its executive officers .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus based on subjective evaluation of individual contributions to strategic initiatives and operating improvements | N/A | Not formulaic | Assessed by Board/Compensation Committee | $26,000 (2023) | Cash; not subject to vesting schedule |
| Annual cash bonus based on subjective evaluation of strategic initiatives and operating efficiency | N/A | Not formulaic | Assessed by Board/Compensation Committee | $63,000 (2024) | Cash; not subject to vesting schedule |
Bonus determinations are discretionary and tied to retention and strategic execution outcomes; no equity metrics (e.g., TSR/EBITDA) are specified for payout .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned (as of March 17, 2025) | 0 (no shares listed as beneficially owned) |
| Ownership as % of shares outstanding | 0% (966,132 shares outstanding reference) |
| Stock ownership guidelines | Not disclosed |
| Hedging policy | Employees and directors are permitted to hedge; no practices or policies restricting hedging |
| Insider trading policy | Not adopted as of April 4, 2025; Board intends to adopt during 2025 |
| Clawback policy | Adopted in 2023 (erroneously awarded compensation recovery) |
| Pledging | No policy regarding pledging disclosed |
Employment Terms
- Start date and role: Joined CVR as CEO in May 2023; appointed director May 9, 2023 .
- Contract term, auto-renewal, non-compete/non-solicit, severance/CIC: Not disclosed in 2024–2025 proxies reviewed .
- CODM responsibilities: As CODM, evaluates segment performance based on gross profit, segment operating income (loss) less depreciation, and capital expenditures .
- Profit Sharing Plan (company-wide): Employee contributions vest over five years; plan includes discretionary company contributions and a 401(k) feature; not specific to Rizzo .
Board Governance
- Board service: Director since May 9, 2023 .
- Committee roles: Member of Executive Committee; Executive Committee holds all authority of the Board except as limited by law; met 11 times in 2024 . Not a member of Audit, Compensation, or Nominating Committees .
- Independence: Rizzo is CEO and therefore not independent; independent directors include Kent H. Cooney, Kurt Moders, James W. Morrissey, Karen G. Ong, and John L. Showel .
- Board leadership: Non-executive Chairman is James W. Morrissey; independent directors meet separately and rotate chair of sessions .
- Board meetings: 4 meetings during 2024 .
Director Compensation
- Rizzo receives no additional compensation for board service (compensated solely as CEO) .
- Non-employee director fee schedule: $9,000 annual retainer; $1,500 per Board meeting; Audit Committee $600 per meeting; Nominating and Compensation Committees $400 per meeting; Executive Committee $10,000 annual retainer plus $500 per meeting .
- 2024 director cash compensation examples: Cooney $18,200; Moders $17,000; J.W. Morrissey $32,500; W.W. Morrissey $28,000; Showel $34,900 .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income (Loss) ($) | (4,401,584) | (5,615,614) |
| Value of $100 Investment (TSR) | $84.78 | $66.30 |
- Segment execution: One-time gain of $339,520 from sale of Albia manufacturing facility in February 2025 (Assembly Equipment segment) .
- Segment performance is evaluated by CODM (Rizzo) using gross profit, operating income less depreciation, and capital expenditures .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay advisory vote approved: 456,273 for; 28,584 against; 8,629 abstentions; 321,475 broker non-votes .
- Say-on-frequency: Votes for 3-year frequency 338,333; 1-year 144,030; 2-year 2,273; 8,850 abstentions; 321,475 broker non-votes; Board determined triennial say-on-pay going forward .
- 2022 say-on-pay approval previously ~93% (historical reference from 2024 proxy) .
Compensation Structure Analysis
- Shift toward cash-heavy compensation: Executives are paid via base salary and discretionary cash bonuses; no equity awards or options are provided .
- At-risk pay determination is subjective, tied to strategic initiatives and operating improvements rather than explicit financial thresholds (e.g., EBITDA/TSR targets) .
- Clawback policy is in place, but as of April 2025 the company permitted hedging and had not yet adopted a written insider trading policy (intended in 2025) .
Risk Indicators & Red Flags
- Alignment risk: Rizzo owns no CVR shares; zero ownership reduces direct alignment with shareholders .
- Policy risk: Hedging by employees/directors permitted and no formal insider trading policy adopted at the time of the 2025 proxy; clawback exists .
- Performance risk: Negative net income in 2023 and 2024 with declining TSR over the period .
- Governance mitigation: Non-executive Chairman and independent committees (Audit, Compensation, Nominating) provide oversight; Rizzo participates only in Executive Committee .
Investment Implications
- Pay-for-performance alignment is limited: Absence of equity-based incentives and zero share ownership by the CEO weaken long-term alignment and may dampen management sensitivity to TSR; hedging permission further dilutes alignment .
- Execution risk remains elevated: Discretionary cash bonuses tied to strategic initiatives occur alongside continuing net losses and falling TSR, highlighting the need for demonstrable operational turnaround under CODM metrics (gross profit, operating income less depreciation, capex) .
- Governance framework is a partial offset: Independent Compensation Committee, non-executive Chairman, and clawback policy provide checks; however, investors should monitor adoption of the insider trading policy and any future changes to compensation design to include equity-based, performance-conditioned awards .
- Shareholder sentiment: Current say-on-pay support and 3-year frequency indicate shareholders are not pushing immediate changes, but continued underperformance could pressure compensation design and retention strategies .