Joel M. Brown
About Joel M. Brown
Joel M. Brown is Chief Financial Officer (Principal Financial and Accounting Officer) of Chicago Rivet & Machine Co. (CVR). He joined in November 2023 and has 1 year and 4 months of tenure as of March 28, 2025; he is 57 years old and holds a B.S. in Finance from Northern Illinois University and an MBA from DePaul University’s Kellstadt Graduate School of Business . CVR’s compensation program for executives is cash-based (salary and discretionary bonuses), with no equity awards; a clawback policy was adopted in 2023, while a formal insider trading policy is planned for 2025, and employees/directors are permitted to hedge company equity . Company performance in Brown’s tenure featured a revenue decline and increased net loss in 2024; TSR fell from 2023 to 2024 (see tables below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MultiTech Industries, LLC | Director, Accounting & Finance | 2017–2023 | Led accounting and finance at an industrial manufacturer, providing relevant operational finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public company board roles disclosed in SEC filings |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 218,762 | 30% (up to) | 0 | 2,064 (term life premium) | 220,826 |
Appointment terms (November 13, 2023):
- Annual base salary: $215,000
- Sign-on bonus: $29,000
- Annual bonus eligibility: up to 30% of base salary, subject to achieving financial and non-financial metrics
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Contributions to strategic initiatives to improve operating efficiency and performance; financial and non-financial metrics | Discretionary (Committee/Board) | Up to 30% of base salary | Not disclosed | 0 (2024) | Cash (no vesting schedule) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 0 |
| Ownership % of shares outstanding | 0.0% (966,132 shares outstanding as of record date) |
| Stock options (exercisable / unexercisable) | None; company does not provide option awards to executives |
| RSUs / PSUs | None; company does not provide stock awards to executives |
| Stock ownership guidelines | Not disclosed; company reports no equity compensation plans or arrangements |
| Hedging policy | Employees/directors permitted to hedge company equity; no hedging restrictions disclosed |
| Insider trading policy | Not yet adopted; Board intends to adopt one in 2025 |
Employment Terms
| Term | Detail |
|---|---|
| Role | Chief Financial Officer; Principal Financial and Accounting Officer |
| Start date | November 13, 2023 |
| Tenure | 1 year and 4 months as of March 28, 2025 |
| Clawback policy | Adopted in 2023; recovery of certain incentive-based compensation upon a financial restatement |
| Profit Sharing Plan | Company maintains a profit sharing/401(k) plan; contributions discretionary; vesting over 5 years beginning with the second year of employment (plan-wide terms) |
Performance & Track Record
Company TSR and profitability during Brown’s tenure:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 investment ($) | 110.61 | 69.34 | 66.30 |
| Net Income / (Loss) ($) | 2,867,629 | (4,401,584) | (5,615,614) |
Revenue trend:
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($) | 31,507,722 | 26,986,627 |
Additional operating context:
- Material weakness in internal control over financial reporting (inventory valuation) persisted through 2023 and 2024; remediation ongoing under Audit Committee oversight .
- Substantial doubt about going concern due to recurring losses and liquidity; mitigation efforts include cost reductions, asset sales, and a March 2025 $3.0M operating credit agreement with covenants (minimum profitability and tangible net worth) .
- Segment and MD&A details attribute 2024 losses to lower automotive volumes, elevated input costs, and a $1.1M customer settlement impacting revenue .
Compensation Committee Analysis
- Composition: James W. Morrissey, Kurt Moders, John L. Showel, and Karen G. Ong; all “independent” under NYSE American rules; met twice during 2024; written charter on company website .
- Program design emphasizes retention and discretionary cash bonuses based on subjective evaluation of contributions to strategic initiatives and operating performance; no equity/option awards to executives .
- Related party transactions policy assigns the Secretary, in concert with the CFO, responsibility to assess proposed transactions and escalate to the Audit Committee/chair for approval as appropriate .
Say-on-Pay & Shareholder Feedback
- Prior advisory say-on-pay vote (2022): approximately 93% approval; company continued its existing executive compensation program .
- 2025 Annual Meeting proposals include say-on-pay and say-on-frequency, with Board recommending a triennial frequency .
Investment Implications
- Alignment: Brown has zero share ownership and receives no equity-based awards; company permits hedging and has not yet adopted a formal insider trading policy, pointing to weaker direct equity alignment compared to peers that use RSUs/PSUs and hedging prohibitions .
- Pay-for-performance: Executive incentives are discretionary cash bonuses tied to qualitative contributions and internal initiatives; Brown’s 2024 bonus was $0 despite eligibility up to 30% of base salary, indicating payout variability and limited formulaic linkage to shareholder metrics like TSR .
- Retention risk: With a cash-only package (no long-term equity vesting) and subjective bonus determinations, retention relies on committee discretion and near-term cash outcomes; the 2023 sign-on bonus and base salary provide stability, but lack of equity and a 2024 zero bonus reduce guaranteed long-term value accrual .
- Execution focus: Company-level risks (going concern, control weakness, automotive demand exposure, and new credit agreement covenants) elevate the importance of CFO execution on liquidity, controls, and cost efficiency; monitoring bonus outcomes, insider policy adoption, and any future equity plan changes will be key for trading signals .