Timothy Watters
About Timothy Watters
Timothy Watters (age 63) has served as an independent director of Inspire Veterinary Partners (IVP) since August 2023 and is designated the Audit Committee Chair and an SEC-defined “Audit Committee Financial Expert.” He holds a BA in Economics from Denison University (1985) and brings 38+ years of finance and small business leadership experience, including CFO and COO roles in the nursery sector and prior finance positions at A.G. Edwards and PNC Financial Corp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Fork Native Plants | Chief Financial Officer | Jul 2019–Present | Financial leadership for wholesale plant nursery |
| North Fork Native Plants | Chief Operating Officer | May 2008–Jun 2019 | Operations leadership |
| SKI International, Inc. | Owner | Jun 1994–Jan 2008 | Wholesale camping business leadership |
| A.G. Edwards & Sons | Vice President | Jan 1990–May 1994 | Finance role |
| PNC Financial Corp | Vice President | Sep 1985–Sep 1990 | Finance role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Foundation of Teton Valley | Board Chair (Volunteer) | Not specified | Civic engagement (volunteer role) |
| Teton Valley Community School | Board Chair (Volunteer) | Not specified | Civic engagement (volunteer role) |
| Friends of the Teton River | Treasurer (Volunteer) | Not specified | Civic engagement (volunteer role) |
| Teton County Planning & Zoning Commission | Chair (Volunteer) | Not specified | Civic engagement (volunteer role) |
No other public company directorships disclosed for Watters .
Board Governance
- Independence: Board determined Watters is independent; all directors except CEO/Chair Kimball Carr and Charles Stith Keiser are independent .
- Committee assignments: Audit (Chair); Governance & Nominating (member). Audit Committee met 3 times in 2024; Governance & Nominating met 2 times in 2024 .
- Audit Committee Financial Expert: Board designated Watters as qualified under SEC rules and Sarbanes-Oxley .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Executive sessions: Non-management directors meet in executive session at each quarterly board meeting .
- Leadership structure: CEO also serves as Chair; Board has not appointed a Lead Independent Director, citing quarterly executive sessions without the Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $36,000 | Payable monthly (non-employee directors) |
| Annual committee fee | $5,000 | Paid to non-employee directors who serve on one or more committees |
| Fees earned (2024) | $41,000 | Watters cash fees for 2024 |
Performance Compensation
| Instrument | Grant Date | Shares/Options | Exercise/Strike | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock options (Class A) | Sep 26, 2024 | 1,447 options | $17 per share | Fully vested at grant | $3,618 |
No performance-contingent metrics tied to director equity grants disclosed (options were time-vested and fully vested at grant) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Watters .
- Interlocks/overlaps: Not disclosed; no related-party transactions identified involving Watters .
Expertise & Qualifications
- Financial expertise: SEC “Audit Committee Financial Expert” designation; extensive finance and operational background .
- Industry experience: Small business operations and finance leadership; prior roles in financial services .
- Education: BA in Economics, Denison University (1985) .
Equity Ownership
| Holder | Class | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|---|
| Timothy Watters | Class A | 1,447 | Less than 1% | All represented by fully vested options exercisable at $17 |
| Timothy Watters | Class B | — | — | No Class B holdings |
Breakdown:
- Exercisable vs. unexercisable: 1,447 options exercisable; no unvested awards disclosed .
- Pledging/hedging: Company has not adopted prohibitions on hedging or pledging; no pledging by Watters disclosed .
Governance Assessment
-
Strengths:
- Independent director with SEC-defined financial expertise and Audit Committee chairmanship; active committee work (Audit: 3 meetings; Governance & Nominating: 2 meetings in 2024) supports oversight of financial reporting and governance .
- Audit Committee report indicates engagement on audit scope, internal controls, and auditor independence; recommended inclusion of FY2024 audited financials in Form 10-K .
-
Risks and Red Flags:
- Dual-class voting and concentration: Class B shares carry 25 votes per share, creating extreme voting concentration; Wilderness Trace Veterinary Partners (controlled by director Keiser) beneficially owns 71.2% of Class B, implying outsized influence over board elections—a structural governance risk for minority holders .
- Leadership structure: CEO serves as Chair; no Lead Independent Director, potentially diminishing independent counterbalance at the board level .
- Controls environment: Prior auditor (K&C) disclosed material weaknesses in internal controls; going concern explanatory paragraph in FY2023–FY2024 audit reports; auditor changed to M&K in Oct 2025—risk context for Audit Chair oversight .
- Hedging/pledging policy: Company has not adopted prohibitions on hedging or pledging, misaligned with common investor-alignment practices .
- Section 16 compliance: Watters filed one late report related to option grant due to administrative error; modest compliance blemish .
-
Alignment:
- Ownership: Watters’ economic alignment is modest (beneficial ownership <1%, all via options). Director compensation is predominantly fixed cash plus fully vested options with no explicit performance metrics—limited direct pay-for-performance linkage for non-employee directors .
Insider Trades & Section 16
| Item | Detail | Source |
|---|---|---|
| Section 16(a) compliance | One late filing by Watters reporting grant of options; characterized as inadvertent administrative error |
Committee Structure and Incentives
| Committee | Members | Chair | 2024 Meeting Count | Consultant/Advisor Use |
|---|---|---|---|---|
| Audit | Watters, Balatsos, Alexander | Watters | 3 | Audit Committee has sole authority over auditors; monitors integrity, independence, internal audit, compliance |
| Compensation | Murphy, Thomas-Mackey | Murphy | 4 | May retain independent compensation consultants; oversees exec and director pay; administers equity plans |
| Governance & Nominating | Alexander, Watters | Alexander | 2 | Oversees board composition, governance guidelines, evaluations |
Director Compensation (Mix and Detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $41,000 | Includes $36,000 retainer + $5,000 committee fee for serving on committees |
| Option Awards (Grant-date fair value) | $3,618 | 1,447 options at $17 strike, fully vested at grant (Sep 26, 2024) |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed |
| Stock Awards | None disclosed | No RSU/PSU grants disclosed for directors in 2024 |
Related Party Transactions (Context for Audit Oversight)
- Keiser Loans: $300,000 advances (Aug 10, 2022) repaid before IPO; fee of $5,000 to each lender .
- Blue Heron Consulting: $1.1M paid under consulting agreement terminated 4Q 2023; $83,168 in 2024 for ad hoc services; BHC leadership tied to director Keiser and his father .
- Star Circle Advisory Group: CEO Carr-affiliated consultant; $33,000/month; terminated 4Q 2023; $284,900 incurred in 2023 .
- CEO Warrant: Warrant to purchase 20 Class A shares at $6,000 per share (expires Jan 1, 2028) for loan guaranty; valued at $2,701 at issuance .
- Asset sale: Kauai Veterinary Clinic sold with assumption of $2M debt; buyer includes Keiser’s father as member—potential related party exposure .
These items heighten related-party risk monitoring responsibilities for the Audit Committee chaired by Watters .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the proxy; no say-on-pay percentages provided .
Governance Quality Signals
- Auditor transition approved by the Audit Committee; prior auditor cited material weaknesses and going concern explanatory paragraphs—enhanced scrutiny warranted .
- Executive incentive compensation recovery (clawback) policy adopted per SEC/Nasdaq for executives; does not directly affect director pay .
- Dual-class structure with heavy Class B voting concentration and no lead independent director are persistent governance risks impacting investor confidence .
Bottom Line for Investors
- Watters is an independent, financially literate Audit Chair with relevant oversight credentials; his role is pivotal given prior control weaknesses and auditor change .
- Governance risks remain structural (dual-class voting concentration; CEO-Chair combination; no hedging/pledging prohibitions), limiting minority shareholder influence; directors’ pay lacks performance metrics, and Watters’ ownership is minimal, reducing direct financial alignment .