John L. Showel
About John L. Showel
John L. Showel (age 59) is an independent director of the Company and has served on the Board since 2013. He is the managing member of Como Asset Management II, LLC, the general partner of Maggiore Fund I, LP; the Board cites his experience in financial matters, professional fiduciary role, and business/legal background as key credentials. He is a cousin of directors James W. Morrissey and Dr. Walter W. Morrissey .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Como Asset Management II, LLC (GP of Maggiore Fund I, LP) | Managing Member | More than five years | Portfolio management/financial fiduciary experience highlighted by the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Algonquin Company | Director | Not disclosed | Disclosed in CVR proxy |
| Algonquin State Bank | Director | Not disclosed | Disclosed in CVR proxy; also boards include James W. Morrissey and Dr. Walter W. Morrissey, creating an interlock |
Board Governance
- Independence and board service: The Board determined Mr. Showel is independent under NYSE American standards; he has served since 2013 .
- Committee assignments (2024–2025 disclosures):
- Audit Committee (independent members: Kent H. Cooney, Karen G. Ong, John L. Showel); met 4 times in 2024 .
- Compensation Committee (independent members: James W. Morrissey, Kurt Moders, John L. Showel, Karen G. Ong); met 2 times in 2024 .
- Executive Committee (members: James W. Morrissey, Dr. Walter W. Morrissey, Gregory D. Rizzo, John L. Showel); met 11 times in 2024; has all authority of the Board except as required by law .
- Nominating Committee (independent members: Kent H. Cooney, Kurt Moders, James W. Morrissey, John L. Showel); met 2 times in 2023 .
- Attendance and engagement: Company policy expects director attendance at the Annual Meeting; all directors attended the 2024 Annual Meeting .
- Board leadership and independent sessions: Non-executive Chairman is James W. Morrissey (since Feb 2023); independent directors meet separately and rotate chairing those sessions .
Fixed Compensation
- Director fee schedule: $9,000 annual director fee; $1,500 per Board meeting; Audit Committee meeting fee $600; Nominating and Compensation Committee meeting fee $400; Executive Committee additional fee $10,000 per year plus $500 per Executive Committee meeting. No stock awards, options, long-term incentive, defined benefit pension, or non-qualified deferred compensation for directors .
| Director Compensation to Showel | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $20,200 | $34,100 | $34,900 |
| All Other Compensation | — | — | — |
| Total | $20,200 | $34,100 | $34,900 |
Performance Compensation
- The Company does not provide stock awards, option awards, other long-term incentives, defined benefit pensions, or non-qualified deferred compensation to directors; director pay is cash-only .
| Performance Metric | Target/Measure | Payout Linkage |
|---|---|---|
| None (no equity or incentive program for directors) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Outside Board | Mr. Showel Role | Interlock With CVR Directors | Evidence |
|---|---|---|---|
| Algonquin State Bank | Director | James W. Morrissey (also director); Dr. Walter W. Morrissey (also director) | |
| First Algonquin Company | Director | Not disclosed |
Potential interlock flag: Shared outside board (Algonquin State Bank) with two current CVR directors (family relations) may concentrate influence and information flows .
Expertise & Qualifications
- Board’s rationale for nominating Showel highlights his financial acumen, fiduciary responsibilities, and business/legal background; he is knowledgeable about the Company due to service since 2013 .
- Audit literacy: Board states all Audit Committee members can read and understand fundamental financial statements; Cooney is the designated audit committee financial expert (not Showel) .
Equity Ownership
| Beneficial Ownership (as of record date in 2025 proxy) | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficially owned | 868 | <1% | — |
| Owned with sole voting/investment power | 68 | — | — |
| Joint with spouse (shared voting/investment) | 400 | — | — |
| UTMA custodial for minor child (sole voting/investment) | 400 | — | — |
Additional alignment and policy context:
- Hedging: The Company permits employees and directors to engage in hedging transactions; no anti-hedging policy is in place for directors (governance misalignment risk) .
- Insider trading policy: As of April 2025, the Board has not adopted a written insider trading policy; intends to adopt during 2025 (process gap until adopted) .
- Clawback: A compensation clawback policy exists (adopted 2023) for executives to recover incentive compensation upon financial restatements; this policy pertains to executives, not director cash fees .
Governance Assessment
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Strengths
- Independent director under NYSE American standards; multi-committee service (Audit, Compensation, Executive; Nominating in 2023) suggests high engagement .
- Documented attendance at Annual Meeting and regular independent director executive sessions add oversight rigor .
- Audit Committee oversight documented; standard charter and processes in place .
-
Concerns and potential red flags
- RED FLAG: Hedging is permitted for directors, which can undermine alignment with shareholders .
- RED FLAG: No written insider trading policy as of April 2025; Board intends to adopt in 2025, but interim controls rely on general compliance—a governance process weakness until formalized .
- RED FLAG: Family relationships—Showel is a cousin of two sitting directors (James W. Morrissey and Dr. Walter W. Morrissey)—and a shared outside directorship (Algonquin State Bank) represent related-party exposure and potential influence concentration, despite independence determination .
- Influence concentration: Executive Committee (includes Showel) has all Board authority except as required by law and meets frequently (11 times in 2024), elevating the importance of its composition and independence .
- Alignment: Director compensation is entirely cash-based; no equity holding requirements disclosed in the proxy. Showel’s beneficial ownership is modest (<1%), which may limit “skin-in-the-game” alignment relative to best practices .
-
Context notes
- Director fees and meeting-based pay are straightforward and transparent; no complex incentive structures for directors (reduces risk of pay-for-favor dynamics) .
- Related person transaction policy exists with Audit Committee oversight, including review/approval criteria (mitigates but does not eliminate related-party risk) .