Randall L. Schilling
About Randall L. Schilling
Independent director since 2009 (age 62) with a career as a software/IT entrepreneur and operator. Founder/owner of OPO Startups; former President & CEO of BoardPaq (2010–2019); former CEO of Quilogy (1992–2010); currently President & CEO of Munibit. Selected for information technology expertise to support Cass in a rapidly changing IT environment . The Board deems him independent under Nasdaq rules; all committees on which he serves are comprised solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quilogy, Inc. | CEO | 1992–2010 | Led nationally recognized IT professional services company |
| BoardPaq LLC | President & CEO | 2010–2019 | Built board portal software until sale in 2019 |
| Munibit (private) | President & CEO | Current | Software leadership; supports IT oversight relevance |
| OPO Startups | Founder & Owner | Current | Ecosystem builder for digital startups and mentors |
| Partners for Progress | Education Chairman | Past/Current | Civic engagement; education-focused leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OPO Startups | Founder & Owner | Current | Coworking/mentoring for digital startups |
| Partners for Progress | Education Chairman | Unspecified | Civic/charitable engagement |
| Munibit | President & CEO | Current | Privately held software company |
No other current public company directorships disclosed for Schilling in the proxy .
Board Governance
- Committee memberships (2024): Audit & Risk Committee member; Committee met 5 times in 2024 .
- Independence: Board determined Schilling is independent; Audit & Risk and Compensation Committees meet heightened SEC/Nasdaq independence standards .
- Attendance: All directors attended at least 75% of aggregate Board/committee meetings; all directors serving at the time attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director role in place (Joseph D. Rupp) with defined responsibilities; non-management directors convene quarterly without management .
- Board declassification: Transition to annual elections through 2027; Schilling is listed among directors serving until 2027 in this cycle .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $59,500 | Includes Board/committee fees; Schilling elected equity in lieu of the $52,000 Board retainer (see below) |
| Stock Awards (Grant-Date Fair Value) | $69,975 | Annual director restricted stock under 2023 Omnibus Plan |
| All Other Compensation | $27,940 | Dividends paid or accrued on unvested time-based restricted stock |
| Total | $157,415 | Sum of above |
Director retainer schedule (non-employee directors):
| Role | Annual Retainer Prior to Apr 15, 2025 | Annual Retainer On/After Apr 15, 2025 |
|---|---|---|
| Board Member | $52,000 | $52,000 |
| Lead Director | $27,500 | $27,500 |
| Audit & Risk Chair | $15,000 | $15,000 |
| Audit & Risk Member | $7,500 | $7,500 |
| Compensation Chair | $12,000 | $12,000 |
| Compensation Member | $5,000 | $5,000 |
| Nominating & Gov Chair | $10,000 | $10,000 |
| Nominating & Gov Member | $5,000 | $5,000 |
| Annual Restricted Stock Award | $70,000 equity equivalent | $80,000 equity equivalent |
Additional alignment elections:
- Schilling elected to receive his $52,000 Board retainer as restricted stock, receiving 1,202 shares; these vest on the first anniversary or at retirement if elected .
Performance Compensation
| Equity Award Type | Grant Mechanics | Vesting | Voting/Dividends |
|---|---|---|---|
| Annual Director Restricted Stock | Grant-date fair value $69,975 (2024) | Vests in full on first anniversary or at retirement (if elected) | Restricted stock has voting rights from grant; dividends accrue and are paid upon vesting |
| Retainer Shares (in lieu of cash) | 1,202 shares for $52,000 retainer (2024) | Same vesting as above | Same as above |
Directors’ equity is time-based; no performance (EPS/ROE/TSR) metrics apply to non-employee director awards. Performance metrics in the proxy apply to executive LTIC, not director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|---|
| None disclosed (public) | — | — | — | No public company directorships disclosed for Schilling; reduces interlock risk |
Expertise & Qualifications
- Information technology and software leadership across enterprise services and SaaS; founder/operator experience relevant to fintech/data processing oversight .
- Board selected Schilling for IT expertise addressing fast-changing technology challenges at Cass .
- Audit & Risk Committee service supports cybersecurity, data privacy, and AI oversight per committee charter description .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 28,154 shares; <1% of class | Based on 13,503,248 shares outstanding as of Feb 16, 2025 |
| Unvested Restricted Stock/RSUs Outstanding (12/31/2024) | 24,245 shares | Includes retainer shares and deferred awards, if elected |
| Pledging/Hedging | Hedging, short sales, and purchasing on margin prohibited under Insider Trading Policy | Enhances alignment and reduces risk-taking incentives |
| Director Ownership Guidelines | Directors expected to retain all shares granted during service; encouraged to acquire additional stock | Retention guideline supports long-term alignment |
Governance Assessment
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Strengths:
- Independence and Audit & Risk Committee membership; committee comprised solely of independent directors; active oversight of financial reporting, IT, cybersecurity, and AI implementation risks .
- High alignment via equity-centric director pay and election to receive retainer in restricted stock; retention requirement to hold granted shares .
- Robust anti-hedging/margin policy; quarterly executive sessions; Lead Independent Director structure .
- Attendance threshold met (≥75% for all directors); active meeting cadence across committees .
-
Potential watchouts:
- Extensive involvement in local private software/startup ventures (Munibit, OPO Startups) warrants ongoing monitoring for related-party transactions; none disclosed in 2024 per Item 404 review and related-party policy .
- Dividend accrual on unvested director equity is standard but adds to “other compensation”; ensure continued transparency and alignment with shareholder expectations .
-
Signals affecting investor confidence:
- Board declassification progressing to annual elections by 2027 enhances accountability .
- No public company interlocks disclosed for Schilling; reduces potential conflicts/information leakage risk .
- Clear committee charters and regular audits/internal audit engagement bolster control environment .
Committee Assignments Snapshot (Schilling)
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit & Risk | Member | 5 | Committee report signed by Chair and members including Schilling |
Director Compensation Mix (Schilling, FY2024)
| Cash Fees | Equity Awards (FV) | Other (Dividends on Unvested) | Total |
|---|---|---|---|
| $59,500 | $69,975 | $27,940 | $157,415 |
Director Equity Detail (Schilling)
| Item | Detail |
|---|---|
| Retainer Shares (2024) | 1,202 shares in lieu of $52,000 cash; vest at 1-year or retirement |
| Annual Director Equity (2024) | $70,000 restricted stock (time-based); voting/dividends accrue; vests at 1-year/retirement |
| Outstanding Unvested (12/31/2024) | 24,245 shares |
Independence & Attendance
| Independence | Attendance | Annual Meeting Attendance |
|---|---|---|
| Independent under Nasdaq; committees meet heightened standards | ≥75% for all directors across Board/committees | All directors serving attended 2024 Annual Meeting |
Related-party and banking relationships (including any director/family loans or deposits) are in ordinary course, market terms, and reviewed/approved per policy; no impairing relationships disclosed for independence determinations .