Walter W. Morrissey, M.D.
About Walter W. Morrissey, M.D.
Walter W. Morrissey, M.D., age 50, has served as an independent-minded director nominee of Chicago Rivet & Machine Co. (CVR) since 2023. He is a Managing Director at Kaufman, Hall & Associates, LLC with more than five years of experience advising on strategic plans, revenue growth, financial models, operating design, and M&A; he also served on the Santé Ventures Strategic Advisory Council. He is the cousin of directors James W. Morrissey (non-executive Chair) and John L. Showel, an important governance consideration for independence and interlocks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaufman, Hall & Associates, LLC | Managing Director | More than five years | Advises on strategic plans, revenue growth, financial models, operating design, M&A |
| CVR Executive Committee | Member | Since at least 2023 | Executive Committee has full Board authority except as limited by law; met 11 times in 2024 |
| CVR Board of Directors | Director | Since 2023 | Board held 4 meetings in 2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santé Ventures | Strategic Advisory Council | Not specified | Advisory role for healthcare VC |
| Algonquin State Bank | Director | Not specified | Board role; bank governance experience (disclosed in 2024 proxy) |
Board Governance
- Committee membership: Executive Committee (members: James W. Morrissey, Dr. Walter W. Morrissey, Gregory D. Rizzo, John L. Showel); met 11 times in 2024 and has full Board authority except as limited by law .
- Not on Audit, Compensation, or Nominating Committees (Audit: Cooney, Ong, Showel; Compensation: James W. Morrissey, Moders, Showel, Ong; Nominating: Cooney, Moders, James W. Morrissey, Showel) .
- Independence: Board has determined Cooney, Moders, James W. Morrissey, Ong, and Showel are “independent directors” under NYSE American; Dr. Morrissey is not listed as independent (familial ties likely factor) .
- Board activity: Board held 4 meetings in 2024; policy expects directors to attend Annual Meetings, and all directors attended the 2024 Annual Meeting .
- Board leadership: Non-executive Chairman is James W. Morrissey; independent directors meet separately and rotate chairing sessions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| 2023 | $19,766 | — | $19,766 |
| 2024 | $28,000 | — | $28,000 |
- Director fee schedule (non-employee directors): $9,000 annual retainer; $1,500 per Board meeting; Audit Committee $600/meeting; Compensation and Nominating $400/meeting; Executive Committee $10,000 annual plus $500/meeting. Directors receive no stock awards, option awards, long-term incentives, pensions, or deferred compensation .
Performance Compensation
| Program Element | Performance Metric | Status |
|---|---|---|
| Director equity awards (RSUs/PSUs/options) | None | Not provided to directors |
| Cash incentives tied to metrics | None | Director pay is meeting/retainer-based; no performance metrics disclosed |
- The company does not provide performance-based compensation to directors; no TSR/EBITDA/ESG targets or vesting schedules apply to director pay .
Other Directorships & Interlocks
| Entity | Role | Interlock/Relationship |
|---|---|---|
| Algonquin State Bank | Director | Dr. Morrissey; James W. Morrissey and John L. Showel also hold roles at related Algonquin entities, indicating family interlocks across boards . |
| CVR | Executive Committee member | Serves alongside non-executive Chair (James W.) and CEO (Rizzo), consolidating operational oversight among family-linked directors . |
Expertise & Qualifications
- Strategic/operational expertise in healthcare consulting (strategic planning, revenue growth, M&A).
- Advisory experience with a healthcare venture capital firm (Santé Ventures).
- Board experience in banking (Algonquin State Bank) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Walter W. Morrissey, M.D. (individual) | — | — | No individual beneficial ownership disclosed as of record dates . |
| Walter W. Morrissey Trust | 84,120 | 8.7% (based on 966,132 shares outstanding) | Listed among principal shareholders; proxy does not attribute beneficial ownership of this trust to Dr. Morrissey . |
- Shares outstanding: 966,132 as of March 17, 2025 (and March 18, 2024); used for percent-of-class calculations in the proxy .
Governance Assessment
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Strengths:
- Relevant strategy and M&A expertise, plus banking board exposure that can support risk oversight and capital discipline .
- Active participation on the Executive Committee, which met 11 times in 2024, indicating engagement with operational decision-making .
- Independent committees (Audit, Compensation, Nominating) are populated exclusively by directors deemed independent under NYSE American; compensation committee charter and say‑on‑pay history show structured oversight (93% approval in 2022) .
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Concerns / RED FLAGS:
- Independence: Dr. Morrissey is not designated an “independent director” by the Board; familial relationships with the non-executive Chair and a fellow director heighten the risk of related-party influence and committee insulation from full board independence .
- Pay alignment: No director equity compensation, ownership guidelines, or disclosed director stock holdings for Dr. Morrissey; limited “skin-in-the-game” alignment for directors .
- Hedging policy: Company allows employees and directors to hedge equity exposure; absence of anti-hedging restrictions weakens alignment and is a governance red flag .
- Insider trading policy: As of 2025, the Board had not yet adopted a written insider trading policy (plans to adopt during 2025), which is below best-practice governance standards .
- Family/shareholder nexus: A “Walter W. Morrissey Trust” owns 8.7% of shares outstanding; while not attributed to Dr. Morrissey, this reinforces the family’s influence and potential related-party considerations in the governance ecosystem .
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Additional context:
- Director compensation is entirely cash-based and set by the full Board rather than solely by the Compensation Committee, which may contribute to perceived pay insulation from performance outcomes .
- Related-party transaction policy is in place with Audit Committee oversight, but no specific related transactions are disclosed in the proxy; continued monitoring is prudent given familial ties and interlocks .
Say-on-Pay & Shareholder Feedback
- 2022 say‑on‑pay approval approximately 93%; Board cites this as support for continuing the executive compensation program structure .
- Say‑on‑frequency: Board recommends triennial votes; proposes “Three Years” frequency at the 2025 Annual Meeting .
Compensation Committee Analysis
- Composition (2024–2025): James W. Morrissey, Kurt Moders, John L. Showel, and Karen G. Ong; all designated independent under NYSE American rules for compensation committees .
- Role: Develops recommendations for CEO and executive officer compensation; director pay is set by the full Board .
- Consultant disclosure: Not specified; committee may solicit information from management as needed .
Risk Indicators & Red Flags Summary
- Hedging permitted for directors and employees .
- No written insider trading policy as of April 4, 2025 (intent to adopt during 2025) .
- Familial interlocks and non-independence designation for Dr. Morrissey .
- No director equity or ownership guidelines; low alignment .
Implications: For investors focused on governance quality and alignment, Dr. Morrissey’s Executive Committee role signals high operational influence, but the lack of an independence designation, familial interlocks, permitted hedging, and absence of director equity ownership weaken traditional alignment signals and increase perceived related‑party risk. Monitoring adoption and scope of insider trading policies and any evolution of hedging restrictions is advisable .