James J. Lindemann
About James J. Lindemann
Independent director of Cass Information Systems since 2007; age 69 as of the 2025 proxy. Retired Executive Vice President of Emerson Electric Co. (2018) with a progression from engineering/marketing roles (joined 1977) to senior leadership: President of Commercial Cam (1992), President of Emerson Appliance Motor (1995), Chairman & CEO of Emerson Motor Co. (1996), Senior VP (1999), Executive VP (2000). Selected for the Cass board for international operating expertise and success leading large enterprises. Determined independent under Nasdaq standards (all directors except the Executive Chairman and CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | Executive Vice President | Appointed 2000; retired 2018 | Senior manager at a global, publicly traded manufacturer; international expertise |
| Emerson Electric Co. | Senior Vice President | Appointed 1999 | Senior leadership track |
| Emerson Motor Co. | Chairman & CEO | Appointed 1996 | Led major operating unit |
| Emerson Appliance Motor | President | Appointed 1995 | Led appliance motor business |
| Commercial Cam | President | Appointed 1992 | Business-unit leadership |
| Emerson Electric Co. | Engineering & marketing roles | Joined 1977 | Specialty Motor business-unit progression |
External Roles
No other public-company directorships disclosed in Cass’s 2024–2025 proxies for Mr. Lindemann. (Omit if not disclosed) .
Board Governance
- Committee assignments (2024 activity; 2025 slate): Chair, Compensation Committee; committee met 4 times in 2024, comprised entirely of independent directors .
- Compensation Committee interlocks: Ms. Marr and Messrs. Lindemann, Rupp, Wicks served in 2024; no interlocks or insider participation; none required Item 404 disclosure .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; directors attended the 2024 Annual Meeting .
- Independence: Board determined all non-management directors, including Mr. Lindemann, are independent (Nasdaq) .
- Board leadership: Executive Chairman (former CEO) and a Lead Independent Director (Joseph D. Rupp) with defined authorities, including executive sessions of independent directors quarterly .
- Declassification: Bylaws adopted Jan 21, 2025 to move to annual elections by 2027; 2025 nominees elected for one-year terms .
Fixed Compensation
Director fee schedule (non-employee directors):
| Component | Prior to Apr 15, 2025 (USD) | On/After Apr 15, 2025 (USD) |
|---|---|---|
| Board Member annual retainer | 52,000 | 52,000 |
| Lead Director | 27,500 | 27,500 |
| Audit & Risk Chair / Member | 15,000 / 7,500 | 15,000 / 7,500 |
| Compensation Chair / Member | 12,000 / 5,000 | 12,000 / 5,000 |
| Nominating & Gov Chair / Member | 10,000 / 5,000 | 10,000 / 5,000 |
| Annual equity grant (restricted stock/RSU) | 70,000 (equity equivalent) | 80,000 (equity equivalent) |
James J. Lindemann – Director compensation received:
| Item | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Fees earned in cash | 69,000 | 69,000 |
| Stock awards (grant-date fair value) | 59,988 | 69,975 |
| All other compensation (dividends on unvested awards) | 23,725 | 27,940 |
| Total | 152,713 | 166,915 |
Notes:
- Directors can elect to receive the $52,000 board retainer in restricted stock; Mr. Lindemann elected stock and received 1,202 shares in lieu of cash in 2024 (vest at first anniversary or at retirement, if elected) .
- Director equity awards accrue dividends and carry voting rights for restricted stock; RSUs accrue dividend equivalents and confer voting rights upon settlement .
Performance Compensation
While non-employee director pay is primarily fixed cash plus time-based equity, Mr. Lindemann’s committee oversees executive pay tied to performance. Key metrics and structures:
Long-term incentive compensation (LTIC) metrics (executives):
| Metric | 2024 Grants (3-year period ending 12/31/2026) | 2025 Grants (3-year period ending 12/31/2027) |
|---|---|---|
| EPS annual growth threshold/target/maximum | —% / 8% / 16% | —% / 8% / 16% |
| Average ROE threshold/target/maximum | 9% / 13% / 17% | 9% / 13% / 17% |
| Weighting (EPS/ROE) | 50% / 50% | 50% / 50% |
| Payout range | 0%–150% of target; cliff vest at 3 years | 0%–150% of target; RSUs; cliff vest at 3 years |
Profit-sharing (company-wide cash bonus) and CEO payout calibration:
| Measure | 2023 | 2024 |
|---|---|---|
| NIAT change vs prior year | -13.9% | -27.6% (adjusted for pension termination) |
| Total profit-sharing pool | $6,763,200 | $4,914,000 |
| CEO share of pool | 2.7% | 2.4% |
| CEO total profit-sharing paid | $181,700 | $117,000 |
Program safeguards: clawback policy adopted Oct 2023 (recoup incentive-based comp upon restatement), caps on short- and long-term bonuses, double-trigger change-in-control equity vesting, no tax gross-ups, and anti-hedging restrictions .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no cross-board relationships requiring disclosure; no insider participation .
- No other public company directorships disclosed for Mr. Lindemann in Cass proxies (omit if not disclosed) .
Expertise & Qualifications
- Senior operating executive at a Fortune 500 industrial manufacturer; global operations and P&L leadership .
- Experience integrating complex engineering and marketing organizations; international exposure and work with large enterprises .
- Governance: Chairs Compensation Committee; familiar with executive pay structures, oversight, and consultant engagement .
Equity Ownership
| Ownership detail | 2023 | 2024 | 2025 |
|---|---|---|---|
| Restricted stock/RSUs outstanding (director awards) | 21,441 shares (as of 12/31/2023) | 24,245 shares (as of 12/31/2024) | — |
| Beneficial ownership (common shares) | — | — | 30,382 shares (as of 2/16/2025); <1% of class |
| Dividends on unvested awards (annual) | $23,725 (2023) | $27,940 (2024) | — |
Alignment policies:
- Directors are expected to retain all shares granted during board service; may elect to defer vesting until retirement .
- Anti-hedging/short-sale restrictions apply to directors .
No pledging or related-party loans disclosed for Mr. Lindemann; related-party transactions are reviewed/approved by the Audit & Risk Committee; none reported that impair independence .
Governance Assessment
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Positives:
- Independent chair of Compensation Committee; committee fully independent; uses an independent consultant (Pay Governance), with annual independence review and no conflicts .
- Robust pay-for-performance design for executives (EPS/ROE LTIC; profit-sharing tied to NIAT) with caps and clawback policy; anti-hedging and double-trigger vesting bolster alignment .
- Strong shareholder support for say-on-pay (96% approval in 2024; 97% in 2023) .
- Board moving to annual elections by 2027; quarterly executive sessions led by the Lead Independent Director .
-
Watch items:
- Director equity grants rose from $60,000 (2023) to $70,000 (pre-4/15/2025) and $80,000 (post-4/15/2025), modestly increasing guaranteed director compensation; monitor equity-retainer increases vs performance outcomes .
- Company adjusted NIAT/EPS/ROE for pension termination effects in 2024 when assessing payouts (transparent with Annex A reconciliation); continue monitoring use of adjustments .
-
Data gaps:
- Insider trading Form 4 retrieval for Mr. Lindemann was attempted but not available via the insider-trades tool in this session; no recent transactions are disclosed in the proxy. If needed, we can re-run Form 4 retrieval for 2024–2025 at a later time (none cited here).
Overall, Mr. Lindemann presents strong operating credentials and governance leadership (Compensation Chair), with clear independence and consistent engagement. Compensation structures he oversees feature clear performance metrics, clawbacks, and shareholder-supported outcomes, sustaining investor confidence in board effectiveness .