Karen G. Ong
About Karen G. Ong
Independent director at Chicago Rivet & Machine Co. (CVR) since 2024, age 53 in the 2025 proxy. A Certified Public Accountant, Ong brings senior banking leadership and financial/accounting expertise. She is currently Vice President, Commercial Lending at Michigan State University Federal Credit Union (since Sept 1, 2024); previously served as President & COO and as a Director of Algonquin State Bank for more than five years. Beneficial ownership at CVR: 120 shares (<1%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Algonquin State Bank | President & Chief Operating Officer | More than five years (served since July 2015 per 2024 proxy) ; described as prior role in 2025 proxy | Not disclosed |
| Algonquin State Bank | Director | Served as a director (disclosed in 2024 proxy); duration not updated in 2025 proxy | Not disclosed |
| RSM US LLP | Auditor (CPA background) | Not disclosed | Not disclosed |
| Grant Thornton | Auditor (CPA background) | Not disclosed | Not disclosed |
| MB Financial Bank | Tax Director | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Michigan State University Federal Credit Union | Vice President, Commercial Lending | September 1, 2024 | Current role |
| Algonquin State Bank | Director | Not disclosed | Previously served; duration not updated in 2025 proxy |
Board Governance
- Independence: The Board determined Ong is an “independent director” under NYSE American standards.
- Committee assignments (latest): Member, Audit Committee; Member, Compensation Committee. Not listed on Executive or Nominating Committees.
- Audit Committee structure: All members independent; Mr. Cooney designated “audit committee financial expert”; committee met four times in 2024.
- Compensation Committee structure: All members independent; committee met two times in 2024; Ong added as a member by 2025.
- Board activity/attendance: Board held four meetings in 2024; all directors attended the 2024 Annual Meeting (company policy encourages attendance).
- Board leadership: Non‑executive Chairman (James W. Morrissey); no designated lead independent director; independent directors meet separately and rotate chairing sessions.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $9,000 | Paid per year |
| Board meeting fee | $1,500 per meeting | Paid for each Board meeting attended |
| Audit Committee meeting fee | $600 per meeting | Paid to members per meeting |
| Compensation Committee meeting fee | $400 per meeting | Paid to members per meeting |
| Nominating Committee meeting fee | $400 per meeting | Paid to members per meeting |
| Executive Committee annual fee | $10,000 | Additional annual fee for non‑officer members |
| Executive Committee meeting fee | $500 per meeting | Paid to members per meeting |
| Equity grants/Options/Deferred comp (directors) | None | Company does not provide stock awards, options, other LTIs, or defined benefit/non‑qualified deferred comp to directors |
Note: The 2024 Director Compensation table itemizes cash paid to named directors but does not list Ong; the Board’s fee schedule above applies to all non‑employee directors.
Performance Compensation
| Performance‑linked pay element | Metric/Target | Payout mechanics |
|---|---|---|
| None for directors | Not applicable | Director compensation is all cash fees; no equity or performance awards are provided to directors |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock with CVR directors |
|---|---|---|---|
| Algonquin State Bank | Director (historical/current status not updated) | Private bank | James W. Morrissey (Director), John L. Showel (Director), Dr. Walter W. Morrissey (Member) also disclosed as Algonquin directors, indicating a dense interlock network with CVR’s board. |
Expertise & Qualifications
- Certified Public Accountant; prior experience at RSM and Grant Thornton; Tax Director at MB Financial Bank.
- Senior banking executive leadership (VP Commercial Lending at MSU FCU; President & COO at Algonquin State Bank).
- Board considered her financial and accounting expertise and her management experience in a highly regulated institution.
Equity Ownership
| Holder | Shares Beneficially Owned | Voting/Investment Power | Shares Outstanding | Ownership % of Class |
|---|---|---|---|---|
| Karen G. Ong | 120 | Sole voting and investment power (per 2024 proxy) | 966,132 (as of March 17, 2025) | ≈0.012% (120/966,132) |
The proxy table denotes “less than 1%” for individual director holdings; Ong’s reported shares are consistent with that threshold.
Governance Assessment
- Strengths
- Independent status; sits on Audit and Compensation committees, aligning with her finance/accounting background.
- Demonstrated engagement: board and committee structures active (Board: 4 meetings; Audit: 4; Compensation: 2 in 2024); all directors attended the 2024 Annual Meeting.
- Alignment concerns
- Director compensation is entirely cash; absence of equity grants for directors may weaken alignment with shareholders compared to equity‑retainer practices common at peers.
- Minimal personal ownership (120 shares), increasing reliance on intrinsic professionalism rather than economic alignment.
- No disclosed director stock ownership guidelines. Not disclosed in proxy.
- Potential conflicts/interlocks
- Dense interlock with Algonquin State Bank across multiple CVR directors (James W., John L. Showel, Dr. Walter W. Morrissey), which can raise independence/perception risks even if NYSE independence criteria are met.
- Family relationships among other CVR directors (James W., John L. Showel, Dr. Walter W. Morrissey are cousins) increase concentration risk; Ong is not part of those family ties but operates within that board context.
- Policy red flags
- Hedging transactions by employees/directors are permitted; this is shareholder‑unfriendly and can undermine alignment.
- As of the 2025 proxy, the Board had not yet adopted a written insider trading policy (intends to adopt during 2025), which is below best‑practice expectations.
- Say‑on‑pay context
- Prior say‑on‑pay approval ~93% (2022), indicating historical shareholder support for executive pay; frequency set to triennial and reaffirmed in 2025.
Overall, Ong brings relevant financial expertise and committee service, but the board’s cash‑only director compensation, permissive hedging, and dense interlocks signal governance alignment risks that investors should monitor, especially given minimal director share ownership and incomplete codification of insider trading policy.