Ann W. Marr
About Ann W. Marr
Ann W. Marr, 67, joined the Cass Information Systems Board in August 2022 and served as Executive Vice President of Global Human Resources at World Wide Technology (WWT) from 1997 until her retirement in January 2024. She brings 30+ years of human capital leadership with prior HR roles at Enterprise Rent-A-Car and Anheuser‑Busch, and has led corporate development programs including diversity & inclusion, supplier diversity, and small business enterprise at WWT . She is independent under Nasdaq rules and was selected for her expertise in human capital and oversight of executive compensation matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wide Technology, Inc. | EVP, Global Human Resources | 1997 – Jan 2024 | Led corporate development (D&I, supplier diversity, small business enterprise); President of WWT Charitable Foundation |
| Enterprise Rent‑A‑Car | HR positions | Not disclosed | Human capital leadership |
| Anheuser‑Busch Companies | HR positions | Not disclosed | Human capital leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maryville University | Board of Trustees | Not disclosed | — |
| St. Louis Regional Chamber Association | Board member | Not disclosed | — |
| United Way of Greater St. Louis | Board member | Not disclosed | — |
| Charmaine Chapman Society | Board member | Not disclosed | — |
| St. Louis Police Foundation | Board member | Not disclosed | — |
| Gateway Arch Park Foundation | Board member | Not disclosed | — |
| National Association of African Americans in Human Resources | Advisory Board | Not disclosed | — |
| Society for Human Resource Management | Member | Not disclosed | — |
Board Governance
- Committee assignments (2024): Compensation Committee member; not Chair .
- Independence: The Board determined all directors except the Executive Chairman (Brunngraber) and CEO (Resch) are independent; Marr is independent .
- Attendance: In 2024, the Board held four regular meetings plus an offsite planning session; all directors attended at least 75% of Board and committee meetings .
- Executive sessions: Non‑management directors convene quarterly without management present .
- Compensation Committee interlocks: None. Marr and Messrs. Lindemann, Rupp, Wicks served all year; no relationships requiring Item 404 disclosure .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation Committee | Member | 4 |
| Audit & Risk Committee | Not a member | 5 |
| Nominating & Corporate Governance | Not a member | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $52,000 | Standard director cash retainer |
| Compensation Committee member fee | $5,000 | Annual committee membership fee |
| 2024 director cash fees (actual) | $57,000 | Marr’s fees earned in 2024 |
| Restricted stock award (standard) | $70,000 | Equity equivalent prior to April 15, 2025; Directors receive equity equivalent of dollar amount |
| Restricted stock award (standard, effective Apr 15, 2025) | $80,000 | Equity equivalent after April 15, 2025 |
| 2024 Director Compensation Detail | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Ann W. Marr | $57,000 | $69,975 | $5,243 (dividends on unvested awards) | $132,218 |
Performance Compensation
Directors receive time‑based restricted stock or RSUs; no performance metrics apply to non‑employee director equity. Key terms:
| Equity Feature | Detail |
|---|---|
| Grant timing | Typically two days following the Annual Meeting, upon Board approval |
| Vesting | Full vest on first anniversary of grant, or vest at retirement if elected |
| Voting rights | Restricted stock carries voting rights from grant; RSUs provide voting rights upon settlement in shares |
| Dividends | Dividends/dividend equivalents accrue and are paid upon vesting of time‑based awards |
| Election program | Directors may elect to receive cash retainers in restricted stock/RSUs and defer vesting and dividends until termination from the Board (annual elections) |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Interlocks/Relationships to CASS |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships disclosed for Marr |
Expertise & Qualifications
- Extensive human capital management expertise; led HR globally at WWT and oversaw D&I, supplier diversity, small business enterprise programs; President of WWT Charitable Foundation .
- Selected by Cass’s Board for perspective on changing work environments and oversight of HR and executive compensation matters .
- Active civic governance experience with multiple regional boards and HR professional organizations .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficially owned shares (Feb 16, 2025) | 4,730; less than 1% of shares outstanding |
| Restricted stock/RSUs outstanding (Dec 31, 2024) | 4,730 restricted shares; no RSUs |
| Dividends on unvested awards (2024) | $5,243 (included in “All Other Compensation”) |
| Director stock ownership guidelines | Directors are expected to retain all shares granted during Board service and are encouraged to acquire stock consistent with financial resources |
| Hedging/short‑sale restrictions | Company prohibits hedging, short selling, and margin transactions in Company stock by directors |
Governance Assessment
- Board effectiveness: Marr strengthens oversight of executive compensation and HR strategy via her role on the Compensation Committee; the committee is fully independent and uses Pay Governance as an independent consultant with no conflicts of interest identified .
- Independence, attendance, and engagement: Independent under Nasdaq rules; board reports all directors at least 75% attendance in 2024; non‑management executive sessions occur quarterly—supports robust independent oversight .
- Alignment via compensation mix: Marr’s 2024 compensation was balanced between cash ($57k) and equity ($69,975), with required retention of granted shares and anti‑hedging policies—supporting shareholder alignment .
- Conflicts/related party exposure: The proxy discloses no related‑party transactions or compensation committee interlocks requiring Item 404 reporting for Marr; Audit & Risk Committee reviews any related‑party transactions .
- Shareholder confidence signals: Strong say‑on‑pay support (96% approval in 2024) and clear pay‑for‑performance architecture at Cass (clawback policy, double‑trigger vesting for executives, capped bonuses) bolster governance quality; while these primarily address executives, they reflect board oversight competence .
RED FLAGS: None disclosed for Marr. No pledging/hedging, no related‑party transactions, and no attendance issues were reported .