James W. Morrissey
About James W. Morrissey
James W. Morrissey (age 53) is an independent director and non‑executive Chairman of the Board at Chicago Rivet & Machine Co. since February 2023; he has served on the Board since 2020. He is a shareholder and Co‑Chair of the Financial Institutions Group at Vedder Price P.C., where he has practiced since 2000. He is a cousin of directors John L. Showel and Dr. Walter W. Morrissey, and is designated “independent” under NYSE American listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Rivet & Machine Co. | Director | Since 2020 | Compensation Committee member; Executive Committee member; Nominating Committee member |
| Chicago Rivet & Machine Co. | Non‑Executive Chairman of the Board | Since Feb 2023 | Leads Board; independent directors meet separately and rotate chairing executive sessions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vedder Price P.C. | Attorney; Shareholder; Co‑Chair, Financial Institutions Group | Since 2000 | Corporate governance, fiduciary duty, regulatory compliance, risk management expertise |
| First Algonquin Company | Director | Not disclosed | Listed in 2024 proxy biography |
| Algonquin State Bank | Director | Not disclosed | Listed in 2024 proxy biography |
Board Governance
- Independence: The Board determined James W. Morrissey is independent under NYSE American standards .
- Committee assignments (2024): Compensation Committee (members: James W. Morrissey, Kurt Moders, John L. Showel, Karen G. Ong) ; Executive Committee (James W. Morrissey, Dr. Walter W. Morrissey, Gregory D. Rizzo, John L. Showel) ; Nominating Committee (Kent H. Cooney, Kurt Moders, James W. Morrissey, John L. Showel) ; not on Audit Committee (members: Kent H. Cooney, Karen G. Ong, John L. Showel) .
- Leadership: Non‑executive Chairman since Feb 2023; independent directors hold separate sessions and rotate chair responsibilities .
- Attendance: Board held four meetings in 2024; Compensation Committee met two times; Audit met four; Executive Committee met eleven; Nominating met two . All directors attended the 2024 Annual Meeting .
- Shareholder support: 2025 director election “Votes For” James W. Morrissey 468,087; withheld 25,399; broker non‑votes 321,475 . Advisory say‑on‑pay approved; frequency vote favored three years (338,333 votes) and Board chose triennial cadence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $9,000 | Standard for non‑employee directors |
| Board Meeting Fee (per meeting) | $1,500 | Paid per Board meeting attended |
| Audit Committee Meeting Fee | $600 | Not applicable to James (not a member) |
| Compensation/Nominating Committee Meeting Fee | $400 | Applies when attending those committees |
| Executive Committee Annual Stipend | $10,000 | For non‑officer members; James is a member |
| Executive Committee Meeting Fee | $500 | Per Executive Committee meeting |
| Total Fees Earned (James W. Morrissey, 2024) | $32,500 | Reported director compensation |
| Total Fees Earned (James W. Morrissey, 2023) | $31,300 | Year‑over‑year change +$1,200 |
Performance Compensation
| Instrument | Grant Date | Quantity | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | — | — | — | — | Company does not provide stock or option awards to directors |
The Company does not provide stock awards, option awards, other long‑term incentive plan awards, or defined benefit pension or non‑qualified deferred compensation to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| First Algonquin Company | Director | Not disclosed | No related‑party transactions disclosed; Audit Committee maintains related‑person transaction policy |
| Algonquin State Bank | Director | Not disclosed | Family ties with two CVR directors (cousins) noted; related‑person transaction policy governs |
Expertise & Qualifications
- Corporate governance, fiduciary duty, regulatory compliance, and risk management experience as an attorney and practice leader at Vedder Price .
- Board experience in financial services (Algonquin State Bank; First Algonquin Company) enhancing financial oversight perspectives .
- Board determined independent and qualified to contribute to oversight of business and affairs of the Company .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|---|
| James W. Morrissey | 4,000 | ~0.41% (4,000 ÷ 966,132) | 1,000 sole voting/investment power; 3,000 joint tenancy with wife (shared voting/investment) | Not disclosed | No pledging disclosure; Company permits hedging; no written insider trading policy yet (to be adopted in 2025) |
Governance Assessment
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Strengths
- Independent non‑executive Chair providing board leadership and separation from management; independent directors conduct regular executive sessions .
- Active committee engagement (Compensation, Nominating, Executive), with clear charters and regular meetings .
- Shareholder support evident in 2025 election results and approval of say‑on‑pay; triennial say‑on‑pay frequency aligned to long‑term focus .
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Alignment and incentives
- Director pay is entirely cash‑based; no equity grants for directors, limiting direct stock‑based alignment; personal ownership of 4,000 shares (~0.41%) provides modest “skin in the game” .
- Compensation structure includes Executive Committee stipend, reflecting added responsibilities .
-
Potential conflicts and RED FLAGS
- Family relationships: James is a cousin of two sitting directors, creating potential perception of interlocks; mitigated by independence designation and a formal related‑party transactions policy overseen by the Audit Committee .
- Hedging allowed and no written insider trading policy currently in place (Board intends to adopt in 2025), which is shareholder‑unfriendly and can undermine alignment; flag until policy is formally adopted .
- No disclosure of director stock ownership guidelines; absence reduces long‑term alignment signals (not disclosed in proxy) .
-
Committee process and consultant usage
- Compensation Committee comprised solely of independent directors; no disclosure of an independent compensation consultant, suggesting decisions are internally developed per charter .
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Attendance and engagement
- The Board and committees met regularly in 2024 (Board: 4; Audit: 4; Compensation: 2; Executive: 11; Nominating: 2). All directors attended the 2024 Annual Meeting, indicating engagement .