Sally H. Roth
About Sally H. Roth
Independent director of Cass Information Systems, Inc. (CASS), age 77, serving since 2019. Roth is a career commercial banker: Area President—Upper Midwest at Regions Bank (2007–2014), prior Commercial Banking Executive for Regions Bank’s St. Louis market, senior roles at Mercantile Bank (now U.S. Bank) from 1985–1997, and roles at Bank of America from 1997–2002. She holds an MBA from Washington University in St. Louis; the Board cites her extensive commercial banking expertise and market knowledge as core credentials . The Board has determined Roth is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Regions Bank | Area President – Upper Midwest | 2007–2014 | Retired in 2014 |
| Regions Bank | Commercial Banking Executive – St. Louis | Not disclosed | Prior role before Area President |
| Mercantile Bank (now U.S. Bank) | Group Manager – Large Corporate Banking; Community Bank President | 1985–1997 | Various leadership positions |
| Bank of America | Various roles | 1997–2002 | Senior banking experience |
External Roles
No current public company directorships are disclosed in the proxy biography; prior experience is in banking operating roles rather than board seats .
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (NGC); not a chair .
- Independence: Independent under Nasdaq; only the Executive Chairman (Brunngraber) and CEO (Resch) are non-independent .
- Attendance and engagement: All directors attended at least 75% of Board and committee meetings in 2024; all serving directors attended the 2024 Annual Meeting .
- Tenure: Director since 2019 .
- Age policy exception: Board generally does not nominate directors ≥75; Roth (77) is nominated for a one-year term to aid succession planning, indicating managed transition .
Fixed Compensation
2024 director pay detail (non-employee director):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 72,000 |
| Stock Awards (grant-date fair value) | 69,975 |
| All Other Compensation | 10,892 |
| Total | 152,867 |
Notes:
- “All Other Compensation” reflects dividends paid or accrued on unvested time-based restricted stock/RSUs for non-employee directors .
- Roth received $15,000 for service on Cass Commercial Bank’s Executive Loan Committee (included in fees) .
Director compensation structure (baseline schedule):
| Component | Annual Retainer ($) Prior to Apr 15, 2025 | Annual Retainer ($) On/After Apr 15, 2025 |
|---|---|---|
| Board Member | 52,000 | 52,000 |
| NGC Committee Member | 5,000 | 5,000 |
| NGC Committee Chair | 10,000 | 10,000 |
| Audit & Risk Committee Member | 7,500 | 7,500 |
| Compensation Committee Member | 5,000 | 5,000 |
| Restricted Stock Award (equity equivalent) | 70,000 | 80,000 |
Performance Compensation
Non-employee director equity awards are time-based (not performance-based):
- Equity instruments: Restricted stock and RSUs issued under the 2023 Omnibus Stock and Performance Compensation Plan; directors may elect retainer in restricted stock or RSUs .
- Grant timing: Typically two days following the Annual Meeting upon full Board approval .
- Vesting: Full vesting at first anniversary or, if elected, at retirement from the Board; dividends/dividend equivalents accrue and are paid upon vesting .
- Voting: Restricted stock carries voting rights from grant; RSUs provide voting rights upon settlement .
| Metric | 2024 Value / Terms |
|---|---|
| Stock Awards (grant-date fair value) | 69,975 |
| Equity Retainer Schedule | $70,000 (pre-4/15/25); $80,000 (on/after 4/15/25) |
| Vesting | 1 year or retirement election |
| Dividends on Unvested Awards | Accrue; paid at vest |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 9,399 |
| Percent of Class | Less than 1% |
| Composition | Includes 9,399 shares of restricted stock subject to forfeiture; RSUs excluded from totals and carry no voting rights until settlement |
Stock ownership expectations:
- Directors are expected to retain all shares granted during service and are encouraged to acquire additional stock; hedging/margin transactions are prohibited per insider trading policy .
Other Directorships & Interlocks
- No other public company boards disclosed for Roth in the proxy biography .
- Independence review noted transactions with Forvis, LLP (former employer of another director) and Benjamin F. Edwards & Co. (another director’s firm) as immaterial; Board concluded independence for all independent directors (includes Roth) .
- Compensation Committee Interlocks: none; and no Item 404 relationships requiring disclosure for Compensation Committee or other Board members .
Expertise & Qualifications
- Extensive commercial banking leadership (Regions Bank Area President; prior senior roles) .
- MBA (Washington University in St. Louis) .
- Board selection rationale: deep banking expertise and market knowledge relevant to Cass’s operating geographies .
Governance Assessment
- Board effectiveness: Roth’s banking expertise aligns with Cass’s financial services operations; placement on NGC leverages her judgment on governance, board composition, and ESG oversight (NGC oversees ESG progress) .
- Independence and conflicts: Independent; no related-party transactions disclosed for Roth; Board’s independence review addressed other director relationships as immaterial .
- Attendance/engagement: Meets minimum attendance thresholds and attended the 2024 Annual Meeting, suggesting baseline engagement .
- Ownership alignment: Holds 9,399 shares (restricted stock) with expected retention; time-based director equity and prohibition on hedging/margin support alignment, though the absence of performance-linked director equity reduces explicit pay-for-performance linkage for directors (typical for banks) .
- Compensation signals: 2025 increase in annual director equity award from $70,000 to $80,000 indicates higher equity mix; Roth also receives a bank subsidiary Executive Loan Committee fee ($15,000), signaling added oversight responsibility in banking operations .
- Red flags: Age exceeds general Board nomination guideline (≥75), but Board explicitly manages succession via one-year term—mitigates entrenchment risk while maintaining continuity . No hedging/pledging permitted and no Item 404 related-party issues disclosed—reduces alignment and conflict risk .
Overall, Roth is an independent, experienced banking director with active governance responsibilities on NGC and oversight engagement through the bank’s Executive Loan Committee. Compensation and ownership structures support alignment; succession planning via age-policy exception is disclosed and time-bounded, which should not materially impair investor confidence .