Benjamin F. Edwards, IV
About Benjamin F. Edwards, IV
Independent director of Cass Information Systems, Inc. since 2005; age 69. Chairman, CEO and President of Benjamin F. Edwards & Company; prior roles include branch manager at A.G. Edwards/Wachovia and multiple senior leadership positions culminating in President, with service on the A.G. Edwards Board from 1994–2007. Current external roles include board member of The Bogey Club (St. Louis) and member of the CEO Forum. The Board selected him for his management expertise in investment banking, capital markets transactions, and public/private investments; the Board has affirmed his independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.G. Edwards/Wachovia Securities | Employment Manager; Financial Advisor; Associate Branch Manager; Regional Officer; Director of Sales & Marketing; President; Board Director | Career began in 1977; Board service 1994–2007 | Senior commercial leadership; capital markets experience; national distribution oversight |
| A.G. Edwards/Wachovia (Town & Country, MO) | Branch Manager | Not specified | Local market leadership; client franchise stewardship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benjamin F. Edwards & Company (St. Louis-based investment firm) | Chairman, CEO & President | Current | Investment firm leadership; capital markets and transactions expertise |
| The Bogey Club (St. Louis) | Board Member | Current | Community/club governance role |
| CEO Forum | Member | Current | Executive network affiliation |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq listing standards (Board review found no impairments) |
| Committee Assignments | Nominating & Corporate Governance Committee member; not listed on Audit & Risk or Compensation Committees |
| Committee Meetings (2024) | Audit & Risk (5); Nominating & Corporate Governance (4); Compensation (4) |
| Attendance | All directors attended at least 75% of aggregate Board and committee meetings in 2024 |
| Lead Independent Director | Joseph D. Rupp serves as Lead Director since 2019 |
| Executive Sessions | Non‑management directors convene quarterly without management present |
| Board Structure | Transition to annual elections commencing with 2025 (declassifying as terms expire) |
Fixed Compensation
| Component | Structure (Directors) | Amounts |
|---|---|---|
| Annual Board Retainer (Cash) | Non‑employee directors | $52,000 (unchanged after Apr 15, 2025) |
| Lead Director Retainer (Cash) | Additional cash retainer | $27,500 |
| Committee Chair (Cash) | ARC $15,000; CC $12,000; NGC $10,000 | As listed |
| Committee Member (Cash) | ARC $7,500; CC $5,000; NGC $5,000 | As listed |
| Edwards – Fees Earned (2024) | Total cash fees paid | $57,000 |
Notes:
- Certain directors elected to receive their $52,000 Board retainer in restricted stock; Edwards is not listed among those electing stock retainer in 2024.
Performance Compensation
| Component | Grant Details | Vesting/Terms |
|---|---|---|
| Annual Equity Grant (Directors) | Restricted stock/RSUs; equity equivalent of dollar value | $70,000 (pre-Apr 15, 2025); $80,000 (on/after Apr 15, 2025) |
| Edwards – Stock Awards (2024) | Aggregate grant‑date fair value | $69,975 |
| Vesting & Rights | Time‑based awards vest in full on 1st anniversary or at retirement if elected; dividends/dividend equivalents accrue; restricted stock carries voting rights from grant; RSUs gain voting upon settlement |
Performance metrics for director equity: none (time‑based awards; no performance conditions).
Other Directorships & Interlocks
- Other public company boards: None disclosed for Edwards.
- Interlocks/transactions: Commissions paid in connection with Cass’s share repurchase program to Benjamin F. Edwards & Company (where Edwards is Chairman/CEO/President); Board concluded independence not impaired because amounts were under thresholds (<1% of recipient’s consolidated gross revenues), Edwards did not have a direct or indirect interest in the transactions, and relationships were immaterial.
Expertise & Qualifications
- Management expertise in investment banking, capital markets transactions, and investments in public/private companies; rationale for Board selection.
- Local market and leadership roles; external network via CEO Forum.
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Benjamin F. Edwards, IV | 25,134 | <1% | Address c/o Cass; beneficial ownership as of Feb 16, 2025 |
| Unvested Director Equity at 12/31/2024 | Restricted Stock: 1,602; RSUs: — | — | Outstanding time‑based awards; dividends acrue until vest; RSUs none disclosed for Edwards |
Ownership guidelines and restrictions:
- Directors expected to retain all shares granted during Board service; may elect retainer in stock and defer vesting to retirement.
- Insider trading policy prohibits hedging/short selling/margin; pre‑clearance required; applies to directors.
Governance Assessment
- Independence and oversight: Board affirmed Edwards’s independence; Nominating & Corporate Governance Committee membership aligns with oversight of independence, conflicts, and ESG matters.
- Engagement/attendance: Proxy reports all directors met at least 75% attendance; non‑management executive sessions quarterly support independent oversight.
- Compensation alignment: Cash retainer and committee fees complemented by equity grants with retention expectations; Edwards’s 2024 mix was $57,000 cash and $69,975 equity, with accrued dividends on unvested awards of $1,936.
- Ownership: Beneficial ownership of 25,134 shares (<1% of class); additional 1,602 unvested time‑based shares at year‑end 2024.
- Shareholder signals: 2024 say‑on‑pay received ~96% support, indicating broad investor confidence in compensation governance (executive program).
- RED FLAGS / Watch items:
- Related‑party exposure: Commissions to Benjamin F. Edwards & Company in share repurchases; Board deemed immaterial and not impairing independence, but should be monitored for magnitude/trend over time.
- Ownership alignment transparency: Director guidelines focus on retention rather than explicit share‑multiple requirements; individual compliance levels vs any quantitative guideline not disclosed.