Kurt Moders
About Kurt Moders
Independent director of Chicago Rivet & Machine Co. (CVR) since 2020; age 61 as of the 2025 proxy. He is President of Kenmode Tool & Engineering, Inc., a precision metal stamping manufacturer, with more than five years of leadership in manufacturing operations. The Board classifies him as independent under NYSE American rules. Beneficial ownership disclosed for Mr. Moders shows no shares reported (“—”).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenmode Tool & Engineering, Inc. | President | More than five years (ongoing) | Manufacturing operations leadership relevant to CVR’s markets |
| Chicago Rivet & Machine Co. | Director | Since 2020 | Independent director; service across Compensation and Nominating Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Algonquin State Bank | Director | Not specified | Disclosed as a board role held by Mr. Moders |
Interlocks: Multiple CVR directors have Algonquin affiliations (e.g., James W. Morrissey, John L. Showel, Dr. Walter W. Morrissey, Karen G. Ong in 2024), indicating a network overlap that may warrant monitoring for potential related-party considerations even though a formal related person transaction policy is in place.
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Moders is independent (NYSE American) |
| Board Meetings | 4 meetings in 2024; 4 in 2023 |
| Annual Meeting Attendance | All directors attended the 2024 Annual Meeting; same disclosed for 2023 |
| Leadership | Non-executive Chair: James W. Morrissey; independent directors meet separately and rotate chairing sessions |
| Risk Oversight | Audit Committee oversees risk; reports to full Board |
| Related Party Policy | Audit Committee-administered, >$120k threshold, approval/ratification procedures |
| Insider Trading Policy | No written policy as of the 2025 proxy; Board intends to adopt in 2025 (governance gap) |
| Hedging | No anti-hedging policy; employees/directors permitted to hedge (alignment risk) |
| Clawback | Policy adopted in 2023 compliant with NYSE American/SEC |
Committee Assignments (by Year)
| Committee | 2025 Membership | 2024 Membership | 2023 Membership |
|---|---|---|---|
| Audit | Cooney (Chair/AFE), Ong, Showel; Moders not a member | Cooney (AFE), Ong, Showel; Moders not a member | Cooney (AFE), Showel; Moders not a member |
| Compensation | James W. Morrissey, Kurt Moders, John L. Showel, Karen G. Ong | James W. Morrissey, Kurt Moders, John L. Showel | Kent H. Cooney, Kurt Moders, John L. Showel |
| Nominating | Cooney, Moders, James W. Morrissey, Showel | Cooney, Moders, James W. Morrissey, Showel | Cooney, Moders, Showel |
| Executive | J.W. Morrissey, W.W. Morrissey, Rizzo, Showel; Moders not a member | J.W. Morrissey, W.W. Morrissey, Rizzo, Showel; Moders not a member | Bourg, J.W. Morrissey, Showel; Moders not a member |
Committee Activity: Audit met 4x in 2024; Compensation met 2x in 2024; Nominating met 2x in 2024. (Similar cadence in 2023.)
Fixed Compensation
| Component | Policy Detail |
|---|---|
| Annual cash retainer | $9,000 per non-employee director |
| Board meeting fee | $1,500 per meeting |
| Audit Committee meeting fee | $600 per meeting |
| Compensation/Nominating meeting fee | $400 per meeting |
| Executive Committee (if applicable) | +$10,000 annual; $500 per meeting (non-officers only) |
| Equity awards | None for directors (no stock or option awards) |
Director Cash Compensation Paid to Moders
| Year | Fees Earned or Paid in Cash | Equity/Option Awards | Total |
|---|---|---|---|
| 2022 | $15,800 | — (none) | $15,800 |
| 2023 | $16,200 | — (none) | $16,200 |
| 2024 | $17,000 | — (none) | $17,000 |
Mix: 100% cash; no equity retainer for directors (alignment consideration).
Performance Compensation
| Element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs), options | Not provided to directors |
| Performance metrics tied to director pay | Not disclosed/applicable; director pay is retainer/meeting-fee based |
| Clawback applicability | Company-wide clawback policy (executive incentive-based comp focus) |
Other Directorships & Interlocks
| Entity | Type | CVR Board Overlap |
|---|---|---|
| Algonquin State Bank | Financial institution | Mr. Moders (director). Other CVR directors with Algonquin roles include J.W. Morrissey, J.L. Showel, W.W. Morrissey; Ms. Ong served as President/COO and Director through 2024. |
Implication: Concentrated ties to a single external institution may warrant ongoing monitoring for independence and related-party oversight (no specific related transactions disclosed in the proxy; policy exists).
Expertise & Qualifications
- Manufacturing/operator profile: President of a precision metal stamping firm serving markets similar to CVR; Board highlighted his management and operational experience in manufacturing as rationale for nomination.
- Not designated as Audit Committee Financial Expert (that designation is held by director Kent H. Cooney, CPA).
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| March 17, 2025 | — | — (footnote indicates “* Less than 1%”) | 966,132 shares outstanding at record date |
| March 18, 2024 | — | — (footnote “* Less than 1%”) | 966,132 shares outstanding |
| Feb 28, 2023 | — | — | 966,132 shares outstanding (context for percent tables) |
Alignment considerations: No director equity program; hedging permitted; no written insider trading policy as of 2025 proxy—collectively weaker alignment/insider safeguards vs. best practices.
Governance Assessment
-
Strengths:
- Independent director with relevant manufacturing/operations expertise; actively serves on Compensation and Nominating committees.
- Committee structure/charters in place; risk oversight through Audit; clawback policy adopted in 2023.
- Attendance: All directors attended the 2024 Annual Meeting (and 2023), supporting engagement norms.
- Shareholder support for executive pay historically high (approx. 93% approval in 2022); new say‑on‑pay tabled again in 2025.
-
Watch items / Red flags:
- No director equity compensation and no reported ownership by Moders; combined with permissive hedging increases misalignment risk for long-term performance.
- As of the 2025 proxy, the Company had not yet adopted a written insider trading policy (Board intends to adopt in 2025).
- Concentrated interlocks with Algonquin State Bank among several CVR directors—requires continued vigilance by Audit Committee under the related-person transaction policy; no specific related transactions disclosed in the proxy.
- Family relationships on the Board (e.g., among the Morrisseys and Mr. Showel) heighten the importance of independent committee processes and oversight (Moders serves on key independent committees).
-
Compensation Committee lens:
- Moders is a voting member; committee is composed solely of independent directors and recommends CEO/exec comp; disclosures highlight subjective annual cash bonuses for executives and no long-term equity incentives—a conservative but potentially low pay-for-performance sensitivity model.
Bottom line: From a governance-risk perspective, Moders brings relevant operating expertise and serves on core committees as an independent director, but the Company’s lack of an anti-hedging policy, absence of a written insider trading policy (pending adoption), no director equity retainer, and network interlocks require continued monitoring to ensure robust independence and alignment with shareholder interests.