Franklin D. Wicks, Jr.
About Franklin D. Wicks, Jr.
Franklin D. Wicks, Jr. is an independent director of Cass Information Systems, Inc. (CASS), age 71, who has served on the Board since 2006. He was Executive Vice President and President of Applied Markets at Sigma-Aldrich Corporation, culminating a 33-year career that began as a research chemist; he also held roles as President of Sigma Chemical, Vice President of Worldwide Operations, and President of the Scientific Research Division (1999–2002), and holds a Ph.D. . He currently chairs Cass’s Nominating and Corporate Governance Committee and serves on the Compensation Committee, and is deemed independent under Nasdaq standards (all directors except the Executive Chairman and CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sigma-Aldrich Corporation | Executive Vice President & President, Applied Markets | Through 2015 (retired 2015) | Senior public company operator; global oversight |
| Sigma-Aldrich Corporation | President, Scientific Research Division | 1999–2002 | Responsible for operations in 34 countries |
| Sigma-Aldrich Corporation | President, Sigma Chemical; VP Worldwide Operations | Not disclosed | Advanced operating leadership roles |
| Sigma-Aldrich Corporation | Research Chemist; various marketing roles | Not disclosed | Early technical and commercial career foundation |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Covenant Theological Seminary | Advisory Board Member (current); previously Secretary of the Board | Current advisory role disclosed in 2025 proxy; 2024 proxy listed Secretary of the Board |
Board Governance
- Independence: The Board determined Wicks is independent under Nasdaq rules; only the Executive Chairman and CEO are non‑independent .
- Committees (2024 activity): Chair, Nominating & Corporate Governance (4 meetings); Member, Compensation (4 meetings). He is not on Audit & Risk (5 meetings) .
- Compensation Committee service: Served throughout fiscal 2024; the company reports no compensation committee interlocks or insider participation .
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board leadership/sessions: Lead Independent Director role held by Joseph D. Rupp; non‑management directors meet quarterly in executive session .
- Declassification: In January 2025, the Board began declassification so directors elected in 2025 and thereafter move to one‑year terms as the transition proceeds .
Fixed Compensation
Director compensation for Wicks (fiscal year basis):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 80,750 | 72,000 |
| Stock Awards ($) | 59,988 | 69,975 |
| All Other Compensation ($) | 21,215 | 25,344 |
| Total ($) | 161,953 | 167,319 |
Director fee schedule (non‑employee directors):
| Component | Amount pre-4/15/2025 | Amount on/after 4/15/2025 |
|---|---|---|
| Board Member Retainer (cash) | 52,000 | 52,000 |
| Nominating & Corporate Governance Committee Chair | 10,000 | 10,000 |
| Compensation Committee Member | 5,000 | 5,000 |
| Restricted Stock Award (annual) | 70,000 (equity equivalent) | 80,000 (equity equivalent) |
Additional notes:
- Election to receive retainer in stock: Wicks elected stock for his Board retainer; in 2024, directors making this election received 1,202 restricted shares in lieu of $52,000 cash (first‑anniversary vesting or at retirement, if elected) .
- Director equity program: Time‑based restricted stock/RSUs accrue dividends/dividend equivalents (paid upon vest); restricted stock has voting rights; vest in full on first anniversary or at retirement if elected .
Performance Compensation
Director equity is time‑based (no performance metrics). Vesting/structure details:
| Feature | Policy |
|---|---|
| Award vehicle | Time‑based restricted stock or RSUs (under 2023 Omnibus Plan) |
| Vesting | Full vest on first anniversary or at retirement if elected |
| Dividends | Accrue on RSUs; restricted stock accrues dividends; paid upon vest |
| Voting rights | Restricted stock from grant; RSUs upon settlement |
Other Directorships & Interlocks
- Public company boards: None disclosed for Wicks in Cass’s proxy biographies (only Covenant Theological Seminary role noted) .
- Compensation committee interlocks: Company disclosed none for any Compensation Committee members (includes Wicks) .
Expertise & Qualifications
- Senior public company operating experience (EVP/President at Sigma‑Aldrich); global operations oversight across 34 countries .
- Governance leadership (Chair, Nominating & Corporate Governance; member, Compensation Committee) .
- Educational credentials: Ph.D. (field/institution not stated in proxy) .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial Ownership (shares) | 28,787 (<1%) | As of Feb 16, 2025; percent of class <1% |
| Unvested Restricted Stock/RSUs Outstanding | 22,100 shares (RSUs: none) | As of Dec 31, 2024 (outstanding awards) |
| Retainer taken in stock | 1,202 restricted shares (in lieu of $52,000 cash) | 2024 election; first‑anniversary or retirement vest |
| Director stock ownership guideline | Expected to retain all shares granted during Board service | Applies to all directors |
| Hedging/margin restrictions | Policy prohibits hedging, short sales, purchasing on margin | Insider Trading Policy |
Note: Beneficial ownership excludes RSUs as they lack voting rights; restricted stock has voting rights and is generally included in beneficial ownership .
Governance Assessment
- Alignment/engagement: Wicks chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; he signed the Compensation Committee Report, indicating active committee participation .
- Independence and attendance: Independent under Nasdaq standards; Board reports all directors met the 75% attendance threshold and attended the 2024 Annual Meeting .
- Pay structure and alignment: Mix of cash retainers and time‑based equity; ability to take retainer in equity (which Wicks elected) and retention‑oriented vesting support ownership alignment .
- Shareholder signals: Strong recent say‑on‑pay results (96% approval in 2024; 97% in 2023) suggest investor support for compensation governance .
- Policies/controls: Company maintains clawback policy and anti‑hedging rules; Board is declassifying—both viewed as positive governance practices .
- Conflicts/related‑party: Company’s independence review highlighted immaterial transactions related to other directors; no Wicks‑specific related‑party or Item 404 transactions disclosed; Compensation Committee interlocks explicitly reported as none .
RED FLAGS: None disclosed regarding attendance, related‑party transactions, hedging/pledging, or pay anomalies for Wicks in the latest proxies .