Wendy J. Henry
About Wendy J. Henry
Wendy J. Henry, 63, is an independent director of Cass Information Systems (CASS) and has served on the Board since 2022. A retired certified public accountant, she was Managing Partner of BKD LLP (now Forvis Mazars LLP) in St. Louis until 2021, following a prior role as Audit Partner in BKD’s Colorado office; her career at BKD began in 1993 via merger. She holds a bachelor’s degree in business with a concentration in accounting from Illinois College and is a member of the American Institute of Certified Public Accountants, with prior nonprofit board service in St. Louis civic institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BKD LLP / Forvis Mazars LLP | Managing Partner, St. Louis | Until 2021 | Led office; oversight of audit practice |
| BKD LLP | Audit Partner, Colorado | Pre-2021; began 1993 merger | Managed audits of numerous organizations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way of Greater St. Louis | Director | Prior service (dates not specified) | Community non-profit board |
| St. Louis Zoo | Director | Prior service (dates not specified) | Civic non-profit board |
| Mercy Health East Communities | Director | Prior service (dates not specified) | Health system board |
| Regional Business Council | Director | Prior service (dates not specified) | Business leadership organization |
Board Governance
- Independence: The Board designates Henry as an independent director; in 2025, nominees list her as independent with membership on the Audit and Risk Committee (ARC) .
- Committee assignments: Henry serves on ARC; in 2023 ARC held 5 meetings (membership tables list her under ARC), and ARC met five times in 2024 .
- Financial expertise: The Board determined Henry qualifies as an “audit committee financial expert” (SEC/Nasdaq) alongside Mr. Clermont in 2025 .
- Attendance: In 2023, all directors attended at least 75% of the aggregate meetings of the Board and committees on which they served; all directors attended the 2023 Annual Meeting .
- Governance structure: In January 2025, the Board adopted declassification such that directors elected at the 2025, 2026, and 2027 annual meetings will serve one-year terms, moving to annual elections thereafter—enhancing accountability .
| Year | Committee Memberships | Chair Roles | Committee Meeting Count |
|---|---|---|---|
| 2022 | Audit and Risk Committee | None | ARC (5), NGC (4), CC (4) |
| 2023 | Audit and Risk Committee | None | ARC (5), NGC (4), CC (4) |
| 2024 | Audit and Risk Committee | None | ARC met 5 times |
Fixed Compensation
- Fee schedule (non-employee directors): No per-meeting fees; annual retainers and chair/member fees as below. Equity awards are time-based restricted stock/RSUs under the 2023 Omnibus Plan, with dividends accruing and paid upon vesting; directors are expected to retain all shares granted and may elect to receive the cash retainer in stock and to defer vesting until retirement .
| Component | Amount (2023 schedule) | Amount (Effective prior to Apr 15, 2025) | Amount (On and after Apr 15, 2025) |
|---|---|---|---|
| Lead Director Annual Retainer ($) | 27,500 | 27,500 | 27,500 |
| Board Member Annual Retainer ($) | 52,000 | 52,000 | 52,000 |
| ARC Chair ($) | 15,000 | 15,000 | 15,000 |
| ARC Member ($) | 7,500 | 7,500 | 7,500 |
| Compensation Chair ($) | 12,000 | 12,000 | 12,000 |
| Compensation Member ($) | 5,000 | 5,000 | 5,000 |
| NGC Chair ($) | 10,000 | 10,000 | 10,000 |
| NGC Member ($) | 5,000 | 5,000 | 5,000 |
| Annual Director Restricted Stock Award ($) | 60,000 | 70,000 | 80,000 |
| Year | Wendy J. Henry Fees ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 58,625 | 60,011 | 1,239 | 119,875 |
| 2023 | 59,500 | 59,988 | 3,109 | 122,597 |
| 2024 | 59,500 | 69,975 | 5,152 | 134,627 |
Notes:
- “All Other Compensation” reflects dividends paid or accrued on unvested restricted stock/RSU awards and certain committee-related bank subsidiary fees where applicable; directors may elect to receive the Board retainer in restricted stock; Henry is not listed among those electing retainer-in-stock in 2022/2023/2024 .
Performance Compensation
- Equity awards are time-based (restricted stock/RSUs) for directors; there are no disclosed performance metrics (e.g., EPS/ROE/TSR) tied to director equity. Grants typically occur two days after the Annual Meeting; shares vest on the first anniversary or at retirement if elected; dividends/dividend equivalents accrue and pay upon vesting; restricted stock has immediate voting rights; RSUs have voting rights upon settlement .
| Year | Grant Type | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2022 | Restricted Stock | 1,460 (Form 4) | 60,011 | 1-year or retirement, if elected |
| 2023 | Restricted Stock | 1,595 (all directors) | 59,988 | 1-year or retirement, if elected |
| 2024 | Restricted Stock | 1,602 (Form 4 aggregate paid $69,975) | 69,975 | 1-year or retirement, if elected |
| 2025 | Restricted Stock | Filed Form 4 (Apr 18, 2025) | Award level increased to $80,000 from Apr 15, 2025 | 1-year or retirement, if elected |
Other Directorships & Interlocks
- No other public company directorships disclosed for Henry; prior service includes regional non-profit and civic boards in St. Louis .
- Potential interlock/related relationship reviewed: non-audit accounting services to the Company by Forvis LLP (Henry’s former employer). The Board concluded independence was not impaired given amounts were well below thresholds (<1% of recipient’s consolidated revenues), Henry had no direct/indirect interest, and relationships were immaterial; heightened independence standards were met for ARC and Compensation members .
Expertise & Qualifications
- Retired CPA; extensive audit, financial reporting, and risk management experience .
- Designated audit committee financial expert (SEC/Nasdaq) in 2025 .
- Board selected for financial/risk management expertise, including complex accounting issues facing multi-faceted organizations .
Equity Ownership
| As-of Date | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| Feb 16, 2024 | 3,053 | <1% | Does not include unvested RSUs (none for directors) |
| Feb 16, 2025 | 4,655 | <1% (based on 13,503,248 shares) | Aggregate outstanding director awards disclosed separately |
Additional ownership context:
- Aggregate outstanding restricted stock awards by director at Dec 31, 2024 lists Henry at 4,655 shares (includes shares received in lieu of cash retainer and/or deferred shares) .
- Company policy prohibits hedging/short sales/margin transactions by directors, officers, and certain employees; directors expected to retain shares granted; stock ownership guidelines and deferral program disclosed .
Governance Assessment
- Strengths:
- Deep audit and risk credentials; 2025 designation as audit committee financial expert strengthens ARC oversight, including cybersecurity and AI implementation risk oversight; ARC met quarterly and five times in 2024 .
- Clear independence with explicit Board review of potential related-party relationships (Forvis LLP); conclusion of immateriality and no direct interest supports investor confidence .
- Board declassification to annual elections starting 2025 enhances accountability .
- Consistent participation (Board notes ≥75% attendance across directors in 2023) .
- Compensation/Alignment:
- Director pay is modest, structured via cash retainers and time-based equity ($60k in 2023; $70k prior to Apr 15, 2025; $80k thereafter), with share retention expectation and dividend deferral until vesting—promotes alignment without performance risk-taking .
- RED FLAGS:
- None evident from disclosures. Prior employer (Forvis LLP) provided non-audit services, reviewed and determined immaterial and below independence thresholds; no pledging/hedging by directors permitted under policy; no meeting fee gaming or discretionary awards indicated .
Insider Trades (Transparency)
| Filing | Date | Transaction | Shares | Price/Value |
|---|---|---|---|---|
| Form 3 | Feb 1, 2022 | Initial holding report | — | — |
| Form 4 | Apr 21, 2022 | Stock Award (Grant) | 1,460 | ~$41.16; $60,011 value |
| Form 4 | Apr 24, 2023 | Stock Award (Grant) | 1,595 | ~$37.61; $59,988 value |
| Form 4 | Apr 19, 2024 | Stock Award (Grant) | 1,602 | ~$43.68; $69,975 value |
| Form 4 | Apr 18, 2025 | Stock Award (Grant) | Notional increased award level | Filed (10b5-1 plan indicated) |
Notes: Share counts and values are corroborated by proxy “Stock Awards ($)” and all-director grant sizes where available; benzinga provides transaction-level estimates and dates; Cass IR hosts the Form 4 filings.
Related Party Transactions & Policies
- Independence review included non-audit services by Forvis LLP (Henry’s former employer); concluded immaterial and below thresholds; Henry had no direct/indirect interest .
- Restrictions on hedging/margin/short sales apply to directors; directors expected to retain shares; dividends/dividend equivalents pay upon vesting; RSUs confer voting rights upon settlement .
Committee Oversight Focus (ARC)
- ARC chartered to oversee accounting/financial reporting, internal and external audit, controls, legal/regulatory compliance, IT/data protection/cybersecurity, and AI implementation; quarterly CIO reporting; policy approvals; all members independent; meets at least quarterly (five times in 2024) .
Summary Signal for Investors
- Henry brings strong audit discipline and is formally recognized as an audit committee financial expert, reinforcing risk and reporting oversight at Cass. Independence was explicitly vetted amid a potential Forvis LLP linkage and found immaterial, and compensation/ownership structures appear conservative with clear alignment. No governance red flags are evident from disclosed materials .