Ralph W. Clermont
About Ralph W. Clermont
Ralph W. Clermont, 77, has served as an independent director of Cass Information Systems, Inc. since 2015. He is a CPA who retired in 2008 after a 39-year career with KPMG LLP as Managing Partner of the St. Louis office, leading the firm’s Midwest financial services practice and auditing numerous banking organizations; he holds a bachelor’s in accounting from Saint Louis University and is a member of the AICPA and Missouri Society of CPAs . The Board affirms his independence under Nasdaq rules and notes he qualifies as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (St. Louis office) | Managing Partner; led Midwest Financial Services practice | 39 years; retired 2008 | Managed audits of numerous banking organizations; deep financial/accounting expertise |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| National Bank Holdings Corporation (public) | Lead Director | Chair, Audit & Risk; Member, Compensation; Member, Nominating & Corporate Governance | Public bank holding company; governance and audit leadership |
Board Governance
- Committee assignments: Chair, Audit & Risk Committee (ARC); Member, Nominating & Corporate Governance Committee (NGC) .
- Qualifications: Determined by the Board to be an “audit committee financial expert” (with Wendy J. Henry) .
- Meetings and attendance: Board held 4 regular meetings and 1 offsite planning meeting in 2024; ARC met 5 times; NGC met 4 times; all directors attended at least 75% of aggregate Board and committee meetings; all directors serving attended the 2024 annual meeting .
- Independence: All directors and nominees are independent except the Executive Chairman and CEO; the Board’s independence review found no impairing relationships (examples cited were immaterial and did not involve Clermont) .
- Board term and age policy: Board is being declassified to 1-year terms beginning with the 2025 meeting; while the general practice is no nominations at age ≥75, Clermont (77) is nominated for a one-year term to aid board succession .
- Executive sessions: Non-management directors convene quarterly without management .
- Risk oversight: ARC oversees financial reporting, legal/regulatory compliance, IT/data protection/cybersecurity (quarterly CIO reporting; AI implementation oversight); NGC oversees independence, conflicts, ESG; the Board engages on strategy, operations, finance, legal, and policy risks; directors receive regular training on compliance, IT/cybersecurity, data privacy, ESG, and governance .
Fixed Compensation
| Component (FY 2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 94,500 |
| Stock Awards (grant-date fair value) | 69,975 |
| All Other Compensation (dividends on unvested awards) | 23,300 |
| Total | 187,775 |
- Director fee schedule (context): Board member annual retainer $52,000; ARC Chair $15,000; NGC Member $5,000; director restricted stock award $70,000 (increasing to $80,000 for grants on/after April 15, 2025) .
- Retainer election: Clermont elected to receive the $52,000 Board retainer as restricted stock (1,202 shares), vesting in full on the first anniversary of grant or at retirement .
- Bank committee fee: Executive Loan Committee fee $15,000 (Clermont, Roth, Ebel) .
Performance Compensation
| Compensation Element | Performance Metrics | Vesting/Terms |
|---|---|---|
| Director equity (restricted stock/RSUs) | None (time-based awards only) | Vests in full on the first anniversary of grant or, if elected, at retirement; grants typically occur two days after the annual meeting; dividends/dividend equivalents accrue and are paid upon vesting |
Directors do not receive performance-based equity; Cass’s performance-based LTIC metrics (EPS growth and ROE) apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| National Bank Holdings Corporation | Banking | Lead Director | Chair: Audit & Risk; Member: Compensation; Member: Nominating & Corporate Governance |
- No related-party transactions requiring Item 404 disclosure were identified for Clermont; overall independence review concluded relationships did not impair independence (examples pertained to other directors) .
Expertise & Qualifications
- CPA; audit and financial reporting expertise; AICPA and Missouri Society of CPAs member .
- Board-designated “audit committee financial expert” per SEC/Nasdaq .
- Deep banking audit experience and risk oversight capabilities .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Feb 16, 2025) | 21,610 shares; less than 1% of class |
| Outstanding Restricted Stock (issued and outstanding at Dec 31, 2024) | 20,410 shares; RSUs: none |
| Director ownership guidelines | Expected to retain all shares granted during service; encouraged to acquire stock consistent with resources |
| Hedging/pledging | Hedging, short sales, margin purchases prohibited under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director; ARC Chair with “financial expert” designation; robust involvement in risk oversight (including cybersecurity/AI); regular committee activity and Board attendance; equity-based retainer election signals alignment; non-management executive sessions quarterly .
- Alignment: Holds 21,610 shares; significant outstanding restricted stock (20,410) under guidelines requiring retention; hedging prohibited .
- Potential watch items: Age exceeds typical nomination guideline (exception granted for succession); substantial external commitments as Lead Director and ARC Chair at another public bank may raise time-commitment considerations, though no attendance shortfall disclosed (≥75%) and no conflicts identified .
- No RED FLAGS observed in proxy for Clermont: no related-party transactions, no pledging disclosed, no tax gross-ups for directors, and director equity is time-based rather than repriced or modified .