Kent H. Cooney
About Kent H. Cooney
Independent director of Chicago Rivet & Machine Co. (CVR), age 74, serving on the Board since 2004; a Certified Public Accountant and designated Audit Committee Financial Expert based on prior experience as a former partner at RSM US LLP and CFO of Heldon Bay Limited Partnership until January 2018 . Background includes private investing and prior service on the board of Golden Eagle Community Bank (2013–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heldon Bay Limited Partnership | Chief Financial Officer | Until Jan 2018; >5 years | Financial leadership at closely-held investment partnership |
| RSM US LLP | Former Partner | Not disclosed | Basis for Audit Committee Financial Expert qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Golden Eagle Community Bank | Director | 2013–2019 | Community bank board experience |
Board Governance
- Independence: The Board determined Cooney is an “independent director” under NYSE American standards; he serves on the Audit and Nominating Committees .
- Audit Committee Financial Expert: Board designated Cooney as the audit committee financial expert under SEC rules (Sarbanes-Oxley) .
- Board/Committee activity (2024): Board met 4 times; Audit met 4; Compensation met 2; Nominating met 2; Executive met 11 (Cooney is not listed on Executive Committee) .
- Annual meeting attendance: Company policy expects director attendance; all directors attended the 2024 Annual Meeting .
- Board leadership: Non-executive Chairman James W. Morrissey since Feb 2023; independent directors meet in separate sessions .
| Committee | Member? | Chair? | 2024 Meetings Held |
|---|---|---|---|
| Audit | Yes | Not disclosed | 4 |
| Compensation | No | — | 2 |
| Nominating | Yes | Not disclosed | 2 |
| Executive | No | — | 11 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Equity/Other |
|---|---|---|
| 2024 | $18,200 | No stock awards, options, pensions, or deferred comp for directors |
| 2023 | $18,200 | No stock awards, options, pensions, or deferred comp for directors |
| Component | Fee Schedule | 2024 Meetings | Implied Amount |
|---|---|---|---|
| Annual director retainer | $9,000 | — | $9,000 |
| Board meeting fees | $1,500 per meeting | 4 | $6,000 |
| Audit Committee | $600 per meeting | 4 | $2,400 |
| Nominating Committee | $400 per meeting | 2 | $800 |
| Total (implied) | — | — | $18,200 (matches reported) |
Director compensation is set by the full Board; no equity grants to directors are provided, aligning compensation primarily to meeting participation and a flat retainer .
Performance Compensation
| Category | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None provided to directors; company does not grant stock or options to directors |
| Performance metrics tied to director pay | None disclosed (director pay is cash retainer and per-meeting fees) |
| Clawbacks (company policy) | Executive clawback policy adopted in 2023 to comply with SEC/NYSE American; not specific to directors |
Other Directorships & Interlocks
| Person | External Board/Role | Interlocks/Relationships |
|---|---|---|
| Kent H. Cooney | Golden Eagle Community Bank (Director, 2013–2019) | No family relationships disclosed for Cooney; independent |
| Context (CVR Board) | — | Several directors are cousins (James W., Walter W., and John L. Showel), which can create perceived nepotism risks; Cooney is independent of these ties |
Expertise & Qualifications
- Certified Public Accountant with significant accounting and financial management experience; private investor and former CFO of Heldon Bay LP .
- Designated “Audit Committee Financial Expert” based on CPA training and former partnership at RSM US LLP .
- Long Board tenure since 2004 provides deep familiarity with the company’s operations and industry .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kent H. Cooney | 100 | ~0.010% (100 / 966,132) | Sole voting/investment power |
| Total shares outstanding (record date) | 966,132 | — | Record date March 17, 2025 |
- No options, RSUs, or other equity-linked awards disclosed for Cooney; no pledging disclosed .
- Hedging policy: Company permits employee/director hedging; no anti-hedging restrictions stated, which weakens alignment .
Governance Assessment
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Strengths:
- Independence and expertise: Cooney is independent and serves as Audit Committee Financial Expert, bolstering financial oversight quality .
- Committee engagement: Active roles on Audit and Nominating Committees with regular meeting cadence; governance processes (charters, related party policy) are in place .
- Board oversight: Audit Committee oversees risk; independent director sessions are held; non-executive Chair established in 2023 .
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Concerns/RED FLAGS:
- Low ownership alignment: Cooney holds 100 shares (~0.010%), and CVR provides no equity to directors; combined, this suggests limited “skin in the game” for directors .
- Hedging allowed and no written insider trading policy yet: The Board had not adopted a written insider trading policy as of the 2025 proxy and permits hedging by directors/employees—both are shareholder-unfriendly and reduce alignment; the Board intends to adopt a policy during 2025 .
- Family relationships on Board: Multiple directors are cousins (Morrissey/Showel family), creating potential perception of entrenchment/nepotism; mitigated partially by independent composition and committee structures; Cooney himself is independent of these ties .
- Say-on-pay frequency: Triennial say-on-pay may reduce feedback cadence; however, prior say-on-pay support was high (~93% in 2022), indicating general shareholder acceptance of compensation programs .
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Related-party oversight:
- Formal related person transaction policy with Audit Committee review, including independence impact assessments and third-party comparability; annual review of ongoing transactions .
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Director attendance:
- All directors attended the 2024 Annual Meeting; Board held 4 meetings in 2024; Cooney’s reported fees align with full participation in scheduled Board/Audit/Nominating meetings, consistent with engagement, though individual attendance rates per meeting are not explicitly disclosed .