Joseph D. Rupp

About Joseph D. Rupp

Joseph D. Rupp, 74, joined the Cass Information Systems, Inc. board in 2016 and has served as Lead Independent Director since 2019. He retired after a 45-year career at Olin Corporation, where he held Chairman and CEO roles, and previously served on the boards of Nucor Corporation, Dot Foods, Inc., and O‑I Glass, Inc. He holds a bachelor’s degree in metallurgical engineering from Missouri University of Science and Technology .

Past Roles

External Roles

Board Governance

• Independence: The board determined Mr. Rupp is independent under Nasdaq rules; only Mr. Brunngraber and Mr. Resch are non‑independent .
• Lead Independent Director: Responsibilities include agenda setting with Chair/CEO, leading executive sessions, liaising with independent directors, engaging major shareholders, and providing board leadership in crises .
• Committees: 2024 committee membership and meeting counts:

  Committee	Chair	Members	2024 Meetings
  Compensation	James J. Lindemann	Ann W. Marr; Joseph D. Rupp; Franklin D. Wicks, Jr.	4
  Audit & Risk	Ralph W. Clermont	Robert A. Ebel; Wendy J. Henry; Randall L. Schilling	5
  Nominating & Corporate Governance	Franklin D. Wicks, Jr.	Ralph W. Clermont; Benjamin F. Edwards, IV; Sally H. Roth	4

• Attendance: The board held four regular meetings plus one offsite planning session in 2024; all directors attended at least 75% of meetings of the board and committees on which they served .
• Executive Sessions: Non‑management directors meet quarterly without management present .

Fixed Compensation

• Director pay structure (effective pre/post April 15, 2025):

  Component	Annual Amount (Pre 4/15/2025)	Annual Amount (On/After 4/15/2025)
  Lead Director stipend	$27,500	$27,500
  Board member retainer	$52,000	$52,000
  Compensation Committee member	$5,000	$5,000
  Compensation Committee chair	$12,000	$12,000
  Audit & Risk Committee member	$7,500	$7,500
  Audit & Risk Committee chair	$15,000	$15,000
  Nominating & Governance member	$5,000	$5,000
  Nominating & Governance chair	$10,000	$10,000
  Annual director equity grant (restricted stock/RSUs)	$70,000	$80,000

• 2024 actuals for Mr. Rupp:

  2024 Director Compensation	Amount (USD)
  Fees earned or paid	$84,500
  Stock awards (grant-date fair value)	$69,975
  Dividends on unvested awards	$20,970
  Total	$175,445

• Election in lieu of cash: Mr. Rupp elected to receive his $52,000 board retainer in restricted stock (1,202 shares), vesting on the first anniversary or at retirement if elected .

Performance Compensation

• Structure: Non‑employee director equity awards are time‑based restricted stock/RSUs with full vesting after one year or, if elected, at retirement; awards typically granted two business days after the annual meeting; dividends/dividend equivalents accrue and are paid upon vesting; restricted stock carries voting rights from grant; RSUs gain voting rights upon settlement .
• Metrics: No performance metrics apply to director equity; awards are time‑based (not tied to EPS/ROE) .
• 2024 director equity outcomes:

  Item	Details
  Award type	Time‑based restricted stock (director grant)
  Grant-date fair value	$69,975
  Vesting	One year from grant or at retirement if elected
  Dividends on unvested shares	$20,970 accrued/paid in 2024

Other Directorships & Interlocks

• Prior public boards: Nucor Corporation; O‑I Glass, Inc. .
• Private boards: Dot Foods, Inc. .
• Interlocks/conflicts: Compensation Committee members (including Rupp) and other board members had no relationships requiring Item 404 disclosure in 2024; independence review also concluded immaterial relationships for other directors (e.g., Forvis LLP and Benjamin F. Edwards & Co.) and did not impair independence .

Expertise & Qualifications

• Education: BS in metallurgical engineering, Missouri University of Science and Technology .
• Executive leadership: Extensive CEO/Chair experience at Olin; familiarity with complex, multi‑faceted industrial organizations .
• Board leadership: Lead Independent Director role with defined responsibilities for agenda setting, executive sessions, risk/crisis leadership, and shareholder engagement .

Equity Ownership

• Beneficial ownership at February 16, 2025:

  Holder	Shares Beneficially Owned	Percent of Class
  Joseph D. Rupp	18,485	<1%

• Outstanding director equity (unvested/deferred elections included):

  Director	Restricted Stock Outstanding	RSUs Outstanding
  Joseph D. Rupp	18,485	—

• Ownership guidelines: Directors are expected to retain all shares granted during service and are encouraged to acquire stock consistent with their resources .

Insider Trades (last 24 months)

Note: Company IR/EDGAR Form 4 filings confirm transactions; quantities/prices for 2025 filings are not detailed in the accessible summaries above. Benzinga summarizes 2024 grant details with quantities and prices.

Governance Assessment

• Strengths: Independent lead director with defined oversight responsibilities; member of an all‑independent Compensation Committee; broad CEO/chair experience supporting effective board challenge; quarterly executive sessions; and acceptable attendance (≥75%) in 2024 .
• Alignment: Director equity is time‑based and subject to retention expectations; Rupp elected to take the board retainer in equity, increasing ownership alignment; beneficial ownership recorded at 18,485 shares (<1% of class) .
• Shareholder signals: Say‑on‑pay received ~96% support at the 2024 annual meeting, indicating broad investor approval of compensation governance practices .
• Conflicts: No Item 404 related‑party transactions were disclosed for Compensation Committee members (including Rupp); board independence review found immaterial relationships for other directors and maintained independence .
• Watch items: Director equity awards accrue dividends on unvested shares (cash‑like component); awards are time‑based rather than performance‑tied; Rupp’s age (74) is near the board’s general age limit (75), though exceptions may be made for valuable contributors .