Robert A. Ebel

About Robert A. Ebel

Robert A. Ebel, 69, has served as an independent director of Cass Information Systems, Inc. since 2006; he is a former CEO (1996–2017) and earlier CFO/board member (from 1986) of Universal Printing Company, and currently sits on the Board of the St. Louis Graphic Arts Joint Health and Welfare Fund. The Board highlights his business management and finance expertise and local market knowledge; he is designated independent under Nasdaq standards (non-management) and is not one of the two non-independent directors at Cass.

Past Roles

External Roles

Board Governance

• Independence: Cass’s Board determined all directors and nominees are independent except Executive Chairman Eric H. Brunngraber and CEO Martin H. Resch; therefore, Ebel is independent.
• Committee assignments (2024): Audit and Risk Committee member; not chair. Compensation Committee and Nominating & Corporate Governance Committee memberships are not listed for Ebel.
• Attendance and engagement: The Board met in January, April, July, and October, with an additional offsite in November; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.
• Committee activity levels: Audit and Risk (5 meetings), Nominating & Corporate Governance (4), Compensation (4) in 2024.
• Leadership structure: Lead Independent Director is Joseph D. Rupp; non-management directors convene quarterly without management.
• Term structure: Board is being declassified; Ebel is listed among directors “to serve until 2027” under the legacy class system.

Fixed Compensation

• Structure for non-employee directors (pre- and post-4/15/2025): Board retainer $52,000; Lead Director $27,500; Audit & Risk Chair $15,000; Audit & Risk Member $7,500; Compensation Chair $12,000; Compensation Member $5,000; Nominating Chair $10,000; Nominating Member $5,000; restricted stock award $70,000 (2024 grants) rising to $80,000 (on/after 4/15/2025).
• Director compensation election program allows cash retainer to be taken as restricted stock/RSUs and deferral of vesting until Board retirement.
• 2024 director compensation for Ebel: Fees earned $74,500; Stock awards (grant date fair value) $69,975; All other compensation (dividends on unvested restricted stock) $16,945; Total $161,420.
• Additional fees: Executive Loan Committee of Cass Commercial Bank—Ebel $15,000 (included within fees).

Performance Compensation

• Non-employee director equity awards are time-based restricted stock or RSUs that vest on the first anniversary of the grant date (or at retirement if elected); directors receive the equity equivalent of the stated dollar value at grant and accrue dividends/dividend equivalents paid upon vesting. Restricted stock carries voting rights from grant; RSUs gain voting rights upon settlement. Grant timing is typically two days following the Annual Meeting.
• No performance-based metrics (EPS/ROE/TSR) apply to director equity awards; these metrics are reserved for executive LTIC awards.

Other Directorships & Interlocks

• Current public company boards: None disclosed for Ebel in the proxy.
• External board: St. Louis Graphic Arts Joint Health and Welfare Fund (non-public).
• Interlocks/related parties reviewed: Board independence review considered transactions involving Forvis, LLP and Benjamin F. Edwards & Company; Board concluded immaterial and did not impair independence (not related to Ebel).
• Related-party exposure: Loans/deposits with Cass Commercial Bank to directors/executives/families have been made in ordinary course, on market terms, without unfavorable features; Audit & Risk Committee must review/approve transactions requiring Item 404 disclosure.

Expertise & Qualifications

• Qualifications: Business management and finance expertise from CFO/CEO roles; knowledge of local commercial marketplace served by Cass’s subsidiary bank.
• Financial expert designation: Board has designated Clermont and Henry as audit committee financial experts; Ebel is not designated an audit committee financial expert.
• Governance role: Active Audit & Risk Committee participation; signatory on Audit & Risk Committee report.

Equity Ownership

• Beneficial ownership (as of 2/16/2025): 23,243 shares; less than 1% of class.
• Unvested director equity outstanding (12/31/2024): Restricted stock 14,401 shares; RSUs —.
• Director stock ownership guidelines: Directors are expected to retain all shares granted during Board service; may elect deferral to retirement.
• Anti-hedging/pledging: Insider trading policy prohibits hedging/short sales/margin; pre-clearance and window trading required; directors covered by restrictions.

Governance Assessment

• Board effectiveness: Ebel’s long tenure and CFO/CEO background support Audit & Risk oversight, with regular committee activity (5 meetings in 2024) and full-board/committee attendance thresholds met. The Board runs annual self-assessments; independent leadership via Lead Director; quarterly executive sessions strengthen independent oversight.
• Alignment and incentives: Director pay blends cash and time-based equity; equity grants are sized and vest over one year, with dividends paid at vest, and directors expected to retain shares—supporting ownership alignment though not performance-conditioned.
• Conflicts/related-party risk: Ordinary-course banking relationships are reviewed and approved per charter; independence review flagged unrelated transactions (Forvis; Benjamin F. Edwards & Co.) as immaterial. Ebel’s Executive Loan Committee fees ($15,000) are transparent and disclosed. No related-party transactions involving Ebel are disclosed.
• Shareholder confidence signals: Strong say-on-pay approval at ~96% in 2024 suggests broad support for compensation governance; director equity grant value increased to $80,000 effective after April 15, 2025, modestly enhancing director ownership alignment.

RED FLAGS: None disclosed specific to Ebel (no attendance issues; no related-party transactions; no hedging/pledging practices disclosed). Monitor ordinary-course banking relationships and the Executive Loan Committee participation for any future non-market terms; current disclosures emphasize market terms and Audit & Risk oversight.