RALPH W. CLERMONT - Corporate Board Profile

CASS INFORMATION SYSTEMS INC

Filing Date	Source Excerpt
2016-03-07	Ralph W. Clermont, 68, was appointed to the Board of Directors in October 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office where he led the firm’s Midwest financial services practice and managed the audits of numerous banking organizations. He currently serves as Lead Director for National Bank Holdings Corporation, where he is Chairman of the Audit and Risk Committee as well as a member of its Compensation Committee and Nominating and Corporate Governance Committee. Mr. Clermont is a certified public accountant and member of both the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants. He earned his bachelor’s degree in accounting from Saint Louis University. The board selected Mr. Clermont for his clear understanding of the complex financial and accounting issues that face multi-faceted organizations such as Cass. He has been a welcome addition to the Board. Mr. Grace currently serves as the Chairman of the Audit Committee. Upon his retirement in connection with the expiration of his term at the Annual Meeting, Mr. Clermont will serve as the Chairman. Summary Compensation - Directors table shows total compensation of $34,069 for Mr. Clermont.
2017-03-08	Ralph W. Clermont, 69, has been a director since 2015. He is Lead Director for National Bank Holdings Corporation. Committees: Audit Committee. Total compensation: $114,674.
2018-03-09	Ralph W. Clermont, 70, has been a director since 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office. He currently serves as Lead Director of National Bank Holdings Corporation. The Board selected Mr. Clermont for his clear understanding of the complex financial and accounting issues. The following table sets forth the following compensation for each non-executive director for the fiscal year ended December 31, 2017: Ralph W. Clermont total compensation $123,116.
2019-03-08	Ralph W. Clermont, 71, has been a director since 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office where he led the firm’s Midwest financial services practice and managed the audits of numerous banking organizations. He currently serves as Lead Director of National Bank Holdings Corporation, a publicly-traded bank holding company, where he is also Chairman of the Audit and Risk Committee as well as a member of its Compensation Committee and Nominating and Corporate Governance Committee. Mr. Clermont is a certified public accountant and member of both the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants. He earned his bachelor’s degree in accounting from Saint Louis University. The Board selected Mr. Clermont for his clear understanding of the complex financial and accounting issues that face multi-faceted organizations such as Cass. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for appointing, determining funding for and overseeing the independent registered public accountants for the Company, and meeting with the independent registered public accountants and other corporate officers to review matters relating to corporate financial reporting and accounting procedures and policies. Among other responsibilities, the Audit Committee reviews financial information provided to shareholders and others, assesses the adequacy of financial and accounting controls, and evaluates the scope of the audits of the independent registered public accountants and reports on the results of such reviews to the Board. In addition, the Audit Committee assists the Board in its oversight of the performance of the Company’s internal auditors. The Audit Committee meets with the internal auditors on a quarterly basis to review the scope and results of their work. The Audit Committee also has primary responsibility for overseeing risks related to data protection and cybersecurity, although the full Board also exercises oversight over these risks. This oversight includes receiving reports from the Company’s CIO on data protection and cybersecurity matters and strategies. The Board has determined that Mr. Clermont qualifies as an “audit committee financial expert,” as defined by the SEC and in accordance with the Nasdaq listing rules. Summary Compensation - Directors The table below sets forth the following compensation for each non-executive director for the fiscal year ended December 31, 2018: (i) dollar value of fees earned or paid; (ii) aggregate grant date fair value of restricted stock awards; (iii) all other compensation; and (iv) dollar value of total compensation. Ralph W. Clermont 73,575 52,504 4,740 130,819
2020-03-09	Ralph W. Clermont, 72, has been a director since 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office where he led the firm’s Midwest financial services practice and managed the audits of numerous banking organizations.
2021-03-10	Ralph W. Clermont, 73, has been a director since 2015. The following table sets forth the following compensation for each non-executive director for the fiscal year ended December 31, 2020: Ralph W. Clermont: Total ($) 124,236.
2022-03-07	Ralph W. Clermont, 74, has been a director since 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office where he led the firm’s Midwest financial services practice and managed the audits of numerous banking organizations. He currently serves as Lead Director of National Bank Holdings Corporation, a publicly-traded bank holding company, where he is also Chairman of the Audit and Risk Committee as well as a member of its Compensation Committee and Nominating and Corporate Governance Committee. Mr. Clermont is a certified public accountant and member of both the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants. He earned his bachelor’s degree in accounting from Saint Louis University. The Board selected Mr. Clermont for his clear understanding of the complex financial and accounting issues that face multi-faceted organizations such as Cass. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Board has determined that Mr. Clermont qualifies as an “audit committee financial expert,” as defined by the SEC and in accordance with the Nasdaq listing rules. The following table represents the current membership of each of the Board committees and number of meetings held by each committee in 2021 (in parentheses). Each of the committees is comprised entirely of independent directors, as defined by Nasdaq and SEC rules. Audit (5) Nominating and Corporate Governance (4) Compensation (4) Ralph W. Clermont* Robert A. Ebel Randall L. Schilling *Committee Chairman Summary Compensation - Directors The table below sets forth the following compensation for each non-executive director for the fiscal year ended December 31, 2021: (i) dollar value of fees earned or paid; (ii) aggregate grant date fair value of restricted stock awards; (iii) all other compensation; and (iv) dollar value of total compensation. Ralph W. Clermont 86,218 55,015 11,888 153,121
2023-03-08	Ralph W. Clermont, 75, has been a director since 2015. He is Chairman of the Audit and Risk Committee and serves on the Nominating and Corporate Governance and Compensation Committees. Total compensation in 2022 was $167,971.
2024-03-07	Ralph W. Clermont,76, has been a director since 2015. Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office. He currently serves as Lead Director of National Bank Holdings Corporation. The Board selected Mr. Clermont for his clear understanding of the complex financial and accounting issues. Director Compensation table shows total compensation of $173,726.
2025-03-06	Mr. Clermont enjoyed a 39-year career with KPMG LLP, retiring in 2008 as managing partner of its St. Louis office where he led the firm’s Midwest financial services practice and managed the audits of numerous banking organizations. He is a certified public accountant and member of both the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants. He earned his bachelor’s degree in accounting from Saint Louis University.