DEF 14A of Cass Information Systems Inc, Mar 6, 2025

DEF 14A of Cass Information Systems Inc

Filed Mar 6, 2025 · FY20240001174947-25-000291

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  1. Table of Contents

    | Executive Summary of Results | 28 | | Elements of Compensation | 28 | | CEO Pay Ratio | 36 | | Post-Fiscal Year Compensation Actions | 37 | | Compensation Committee Report | 39 | | Executive Officers | 39 | | Summary Compensation Table | 40 | | Grants of Plan-Based Awards | 42 | | Outstanding Equity Awards at Fiscal Year-End | 43 | | Pay Versus Performance Table | 44 | | Stock Vested | 50 | | Ownership of Common Stock | 51 | | Directors and Officers | 51 | | Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 53 | | Shareholder Proposals for the 2026 Annual Meeting | 55 | | Other Matters; Householding; Availability of Proxy Materials | 57 | | Annex A | 58 | | Reconciliation of Non-GAAP Financial Information | 58 |

  2. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors

  3. Composition of the Board, Board Diversity and Director Qualifications

    Composition of the Board, Board Diversity and Director Qualifications

  4. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board recommends a vote FOR each director nominee.

  5. Proposal 1: Election of Directors

    | Name and Principal Occupation | Independent | Age | Director Since | Committee Memberships | | | | | | | | ARC | CC | NGC | | Ralph W. Clermont Director | Yes | 77 | 2015 | • | | • | | Wendy J. Henry Director | Yes | 63 | 2022 | • | | | | James J. Lindemann Director | Yes | 69 | 2007 | | • | | | Sally H. Roth Director | Yes | 77 | 2019 | | | • |

  6. Proposal 1: Election of Directors

    Key to Committees:

  7. Proposal 1: Election of Directors

    | ARC | Audit and Risk Committee | CC | Compensation Committee | NGC | Nominating and Corporate Governance Committee |

  8. Composition of the Board

    Composition of the Board The size of the Company’s Board is set at 12 members. On January 21, 2025, the Board approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended, the “Bylaws”). The amendments include the following change as it relates to the composition of the Board: The current Board is divided into three classes. Prior to the adoption of the amended Bylaws, each director was elected for a three-year term, and the term of each class of directors expired in successive years. The amended Bylaws work to declassify the Board as directors’ terms expire as follows: each director elected at the 2025 annual meeting of shareholders will be elected for a one-year term expiring at the 2026 annual meeting of shareholders; each director elected at the 2026 annual meeting of shareholders will be elected for a one-year term expiring at the 2027 annual meeting of shareholders; and at the 2027 annual meeting of shareholders and at each annual meeting of shareholders thereafter, all directors will be elected for a one-year term expiring at the next annual meeting of shareholders.

  9. Nominees and Continuing Directors

    Nominees and Continuing Directors The Nominating and Corporate Governance Committee has nominated incumbent directors Ralph W. Clermont, Wendy J. Henry, James J. Lindemann, and Sally H. Roth for re-election, each to serve a one-year term. Each of the nominees has consented to serve if elected. If any of them become unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of nominees than those named in this Proxy Statement. The following information is submitted with respect to the nominees for election to the Board, together with the members of the Board whose terms will continue after the Annual Meeting or until their respective successors are duly elected and qualified:

  10. Director Biographies

    Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees: Director nominees to serve a one-year term until 2026:

  11. Director Biographies

    | Ralph W. Clermont Ralph W. Clermont, 77, 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. | | Wendy J. Henry Wendy J. Henry, 63, has been a director since 2022. Ms. Henry served as Managing Partner of the BKD, LLP (BKD), now Forvis Mazars, LLP, St. Louis office until her retirement in 2021. Prior to becoming Managing Partner, Ms. Henry served as an Audit Partner in BKD’s Colorado office, where she held various positions and managed the audits of numerous organizations. Her career at BKD began in 1993 when her prior firm merged into BKD. Ms. Henry is a retired certified public accountant and member of the American Institute of Certified Public Accountants and has previously served on the board of directors at United Way of Greater St. Louis, St. Louis Zoo, Mercy Health East Communities, and Regional Business Council. She earned her bachelor’s degree in business with a concentration in accounting from Illinois College. The Board selected Ms. Henry for her financial and risk management expertise, including understanding the complex risk management, financial and accounting issues that face multi-faceted organizations such as Cass. | | James J. Lindemann James J. Lindemann, 69, has been a director since 2007. Until his retirement in 2018, he was Executive Vice President of Emerson Electric Co. (Emerson), a publicly traded manufacturing company based in St. Louis, Missouri. Mr. Lindemann joined Emerson in 1977, where he held a number of increasingly responsible engineering and marketing positions with its Specialty Motor business unit. In 1992, he was named President of Commercial Cam, and in 1995, he was named President of the Emerson Appliance Motor business unit. In 1996, Mr. Lindemann was promoted to Chairman and CEO of the Emerson Motor Co. He was named Senior Vice President of Emerson in 1999 and Executive Vice President in 2000. The Board selected Mr. Lindemann to serve as a director based on his experiences with Emerson, where he has served as a senior manager of a publicly traded manufacturing company, obtained international expertise and worked successfully with large corporate enterprises. |

  12. Director Biographies

    | Sally H. Roth Sally H. Roth, 77, has been a director since 2019. Ms. Roth served as Area President-Upper Midwest for Regions Bank from 2007 until her retirement in 2014. Prior to her appointment as Area President, Ms. Roth served as Regions Bank’s Commercial Banking Executive for the Saint Louis metropolitan market. Her banking career began at Mercantile Bank (now U.S. Bank) in 1985 where she held various positions including Group Manager – Large Corporate Banking and Community Bank President until 1997. Ms. Roth served in various roles at Bank of America from 1997 to 2002. She holds a Master of Business Administration degree from Washington University in Saint Louis. The Board selected Ms. Roth to serve as a director because of her extensive commercial banking experience and expertise and her unique knowledge of the banking markets in which the Company does business. |

  13. Director Biographies

    | The Company’s Board recommends a vote “FOR” the four nominees for election to the Board of Directors. |

  14. Director Biographies

    Directors to serve until 2027:

  15. Director Biographies

    | Robert A. Ebel Robert A. Ebel, 69, has been a director since 2006. He was CEO of Universal Printing Company, a privately-held printing company headquartered in St. Louis, Missouri, until the sale of the company in 2017. Mr. Ebel began his tenure with Universal Printing Company as CFO and Board member in 1986. In 1996, he was appointed to the position of CEO. Mr. Ebel currently serves on the Board of the St. Louis Graphic Arts Joint Health and Welfare Fund and is active in various civic and charitable organizations in the St. Louis metropolitan area. The Board selected Mr. Ebel to serve as a director because it believes he brings valuable business management and finance expertise to the Board. His duties as CEO of a privately-held business based in St. Louis provided him with a strong knowledge of the local commercial marketplace served by the Company’s subsidiary bank. | | Randall L. Schilling Randall L. Schilling, 62, has been a director since 2009. He is the founder and owner of OPO Startups, a co-working center for digital startups providing space and access to mentors, investors, programming, educational resources, and a community of local entrepreneurs. He was the President and CEO of BoardPaq LLC, a privately-held software company based in St. Charles, Missouri, from 2010 until the sale of the company in 2019. From 1992 to 2010, he was the CEO of Quilogy, Inc., a nationally recognized, privately-held information technology professional services company. Mr. Schilling is currently the President & CEO of Munibit, a privately held software company based in St. Charles, Missouri. Additionally, Mr. Schilling has been active in various other civic and charitable organizations in the St. Louis metropolitan area, including Partners for Progress – Education Chairman. The Board selected Mr. Schilling to serve as a director because he possesses information technology expertise to help address the challenges the Company faces in the rapidly changing information technology arena. | | Franklin D. Wicks, Jr. Franklin D. Wicks, Jr., 71, has been a director since 2006. He was Executive Vice President and President of Applied Markets of Sigma-Aldrich Corporation (Sigma-Aldrich), which was a publicly-traded life science and high technology company located in St. Louis, Missouri, until his retirement in 2015. Dr. Wicks worked for Sigma-Aldrich for 33 years, beginning as a research chemist and subsequently working in marketing, then as President of Sigma Chemical and Vice President of Worldwide Operations, Sigma-Aldrich. He served as President, Scientific Research Division, Sigma-Aldrich from 1999 to 2002 and was responsible for operations in 34 countries. Prior to his appointment as Executive Vice President and President of Applied Markets of Sigma-Aldrich, Dr. Wicks served as President-SAFC. After receiving his Ph. D., Dr. Wicks served for four years on the staff of the Navigators at the Air Force Academy and at the University of Colorado at Boulder before joining Sigma-Aldrich. He currently serves on the advisory Board of Covenant Theological Seminary. The Board selected Dr. Wicks to serve as a director because of his public company senior management experience, familiarity with corporate governance, and knowledge of local and global marketplace issues. |

  16. Director Biographies

    Directors to serve until 2026:

  17. Director Biographies

    | Eric H. Brunngraber Eric H. Brunngraber, 68, has been a director since 2003. Mr. Brunngraber currently serves as Executive Chairman of the Company, a position he has held since his retirement as CEO effective April 18, 2023 and as Chairman of the Board of Directors, a position he has held since 2015. Mr. Brunngraber has served in several executive and numerous other positions with the Company since his employment with Cass began in 1979, including as CEO from 2008 until April 2023, President from 2006 to 2022, Chief Operating Officer (COO) from 2006 to 2008, Chief Financial Officer (CFO) from 1997 to 2006, and Executive Vice President of Cass Commercial Bank, the Company’s bank subsidiary. Mr. Brunngraber is and has been active in numerous civic, charitable, and professional organizations in the St. Louis metropolitan area, including the Regional Business Council, CEOs Against Cancer, and Concordance, a St. Louis based nonprofit established to reduce reincarceration rates. The Board selected Mr. Brunngraber to serve as a director because of his long tenure with the Company that has provided him with a deep understanding of its strategy, business lines, operations, finance, regulatory environment, and culture. | | Benjamin F. Edwards, IV Benjamin F. Edwards, IV, 69, has been a director since 2005. He is Chairman, CEO and President of Benjamin F. Edwards & Company, a St. Louis-based investment firm. Previously, Mr. Edwards was branch manager of the Town & Country, Missouri office of A.G. Edwards/Wachovia Securities LLC, a national investment firm. Mr. Edwards’ career with A.G. Edwards began in 1977, where he held numerous positions including Employment Manager, Financial Advisor, Associate Branch Manager, Regional Officer, Director of Sales and Marketing and President, as well as a member of the Board of Directors of A.G. Edwards from 1994 to 2007. He currently is a member of the Board of The Bogey Club in St. Louis and a member of the CEO Forum. The Board selected Mr. Edwards to serve as a director because of his management expertise in investment banking, including experience with capital markets transactions and investments in both public and private companies. | | Ann W. Marr Ann W. Marr, 67, has been a director since August 2022. She joined World Wide Technology, Inc. (WWT), a St. Louis based systems integrations, value added reseller and software development company, in 1997 as Executive Vice President of Global Human Resources, a position she served in until her retirement in January 2024. Ms. Marr has over 30 years of experience in human resources and has previously held positions with Enterprise Rent-A-Car and Anheuser Busch Companies. Ms. Marr also managed WWT’s Corporate Development Program, which includes diversity and inclusion, supplier diversity and small business enterprise and was President of the WWT Charitable Foundation. She is very active in the St. Louis community, having served on the Board of Trustees for Maryville University, the St. Louis Regional Chamber Association, the United Way of Greater St. Louis, Charmaine Chapman Society, The St. Louis Police Foundation, and the Gateway Arch Park Foundation. Ms. Marr also is on the Advisory Board of the National Association of African Americans in Human Resources and a member of the Society for Human Resource Management. The Board selected Ms. Marr to serve as a director because of her extensive background in human capital management, bringing perspective to the dramatic changes in the work environment and her leadership and oversight experience with respect human resources and other executive compensation related matters. | | Martin H. Resch Martin H. Resch, 59, was elected to serve as a director on the Board in 2023. Mr. Resch is President and CEO of the Company, positions he has held since 2022 and April 2023, respectively. Prior to joining the Company in November 2020, Resch was senior executive at Bank of the West in San Francisco, California. As executive vice president, Resch functioned as the commercial banking group’s chief administrative officer/chief operating officer with responsibility for strategy, operations, finance, technology and human resources, as well as collaborating with a B2B FinTech incubator. His other roles at Bank of the West included serving as corporate treasurer and leading the regulatory response to the Dodd-Frank and Volcker legislation. Resch earned his bachelor’s degree in computer science from Oregon State University and master’s degree in business administration from Cornell University. The Board selected Mr. Resch to serve as a director because of his role as the Company’s CEO in which he is responsible for the strategic direction and day-to-day leadership of the Company. Furthermore, Mr. Resch has highly relevant technology experience and valuable insights running banks. |

  18. Director Biographies

    | Joseph D. Rupp Joseph D. Rupp, 74, has been a director since 2016. He currently serves as Lead Director of the Board, a position he has held since 2019. He retired from a 45-year tenure with Olin Corporation (Olin), a publicly traded global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition located in Clayton, Missouri. During his time at Olin, Mr. Rupp served as Chairman of the Board from 2016 until his retirement in 2017, as Chairman and CEO from 2015 to 2016, as Chairman, President and CEO from 2005 to 2014, and as President and CEO from 2002 to 2005. Mr. Rupp previously served on the board of directors of Nucor Corporation, a publicly traded producer of steel and related products, Dot Foods, Inc., a privately held foodservice redistribution company, and O-I Glass, Inc., a publicly traded glass bottle manufacturer. He earned his bachelor’s degree in metallurgical engineering from Missouri University of Science and Technology. The Board selected Mr. Rupp to serve as Lead Director because it believes he has valuable experience understanding the day-to-day and more complex issues that face multi-faceted, publicly traded organizations. |

  19. Director Compensation

    Director Compensation Each director of the Company who is not an officer or employee of the Company receives compensation for his or her services as follows:

  20. Director Compensation

    | | Annual Retainer ($) Prior to April 15, 2025 | Annual Retainer ($) on and After April 15, 2025 | | Lead Director | 27,500 | 27,500 | | Board Member | 52,000 | 52,000 | | Audit and Risk Committee Chair | 15,000 | 15,000 | | Audit and Risk Committee Member | 7,500 | 7,500 | | Compensation Committee Chair | 12,000 | 12,000 | | Compensation Committee Member | 5,000 | 5,000 | | Nominating and Corporate Governance Committee Chair | 10,000 | 10,000 | | Nominating and Corporate Governance Committee Member | 5,000 | 5,000 | | Restricted Stock Award * | 70,000 | 80,000 |

  21. Director Compensation

    *Directors will receive the equity equivalent of the dollar amounts indicated above Restricted stock awards to directors are issued under the Company’s 2023 Omnibus Stock and Performance Compensation Plan (the Omnibus Plan), which was approved by shareholders in 2023. Because they are time-based awards, shares of restricted stock and restricted stock unit (RSU) awards accrue dividends and dividend equivalents, which will be paid upon vesting of the awards. Restricted stock carries voting rights from the date of grant, and RSU awards provide voting rights upon settlement in shares. Shares vest in full on the first anniversary date of the awards or, if elected by the director, vest at retirement from the Board, as disclosed below. The grant date of restricted stock and RSU awards to non-employee directors is typically two days following the Annual Meeting, when the full Board approves the awards. In accordance with the Company’s stock ownership guidelines, directors are expected to retain all shares granted to them during their service as Board members and are encouraged to acquire stock in amounts consistent with their financial resources. The Company maintains a non-employee director compensation election program to allow non-employee directors to receive their annual board member retainer fees in the form of restricted stock or RSUs and provide for a separate election to defer the vesting of awards and any underlying dividends or dividend equivalents until the date of termination of service as a director. Elections must be made prior to the calendar year for which the election will apply and made annually, with the exception of the first year in which a director becomes eligible to participate, after which the election must be made within 30 days.

  22. Summary Compensation - Directors

    | Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | | Ralph W. Clermont | 94,500 | 69,975 | 23,300 | 187,775 | | Robert A. Ebel | 74,500 | 69,975 | 16,945 | 161,420 | | Benjamin F. Edwards, IV | 57,000 | 69,975 | 1,936 | 128,911 | | Wendy J. Henry | 59,500 | 69,975 | 5,152 | 134,627 | | James J. Lindemann | 69,000 | 69,975 | 27,940 | 166,915 | | Ann W. Marr | 57,000 | 69,975 | 5,243 | 132,218 | | Sally H. Roth | 72,000 | 69,975 | 10,892 | 152,867 | | Joseph D. Rupp | 84,500 | 69,975 | 20,970 | 175,445 | | Randall L. Schilling | 59,500 | 69,975 | 27,940 | 157,415 | | Franklin D. Wicks, Jr. | 72,000 | 69,975 | 25,344 | 167,319 |

  23. Overview of Compensation Philosophy and Objectives

    | Compensation Element | Fixed/ Variable | Key Features | Purpose | | Base Salary | Fixed | Reviewed by Compensation Committee annually Varies with experience, duties, and scope of responsibility | Provides a base level of fixed pay to attract and retain executives that is internally equitable and externally competitive | | Profit-Sharing Bonus | Variable | Paid two times a year provided the Company is profitable overall, and then based on a pool of funds set at 22.5% of net income after taxes (NIAT), providing bonuses to all employees unless specifically excluded due to their employment class or failure to meet minimum performance expectations. If there is no NIAT, then the pool of funds would be $0. CEO is eligible to receive up to 5.4% of the total pool of funds available for distribution depending on the change in NIAT, not to exceed 70% of base salary for the year. At a target 8% increase in NIAT, the CEO receives 45% of salary in profit sharing. Other named executive officers receive amounts based on change in NIAT and individual performance not to exceed 50% of base salary of any officer. Target change in NIAT is set at 8%. | Provides annual incentive opportunity and rewards employees for overall Company and individual performance | | Long-Term Incentive Equity Compensation (LTIC) | | Granted annually with 3-year cliff vesting CEO target = 125% of base salary; Other named executive officers target = 70% of base salary | Encourages retention through a 3-year cliff vesting Supports the achievement of Company’s longer-term financial goals of sustained earnings per share (EPS) growth and target return on equity (ROE) | | | Fixed | 40% time-based restricted stock/units | | | | Variable | 60% performance-based restricted stock/units | Aligns interests of executives with shareholders |

  24. Overview of Compensation Philosophy and Objectives

    The charts that follow show the percentages of each component of TDC paid to the CEO and the average percentages of each of the TDC components paid to the other named executive officers for fiscal 2024. Based on the market data provided by Pay Governance, an independent third-party compensation consultant, as part of the annual review of executive compensation, the Committee believes the composition of TDC for named executive officers is in alignment with companies of a similar size and in similar industries as the Company. For 2024, approximately 59% of the CEO’s TDC was in the form of performance-based profit-sharing, to emphasize the importance of annual profitability, and LTIC, to emphasize the importance of long-term strength, profitability and growth in the value of the Company’s common stock. In its determination of the level, composition and administration of executive compensation, the Committee understands the importance of aligning executive compensation with the performance of the Company, the long-term interests of its shareholders and in promoting good corporate governance. It therefore employs the following best practices: • Pay for performance – The profit-sharing plan provides annual cash bonuses directly tied to earnings growth. The LTIC grants are comprised of 60% performance-based awards based on the achievement of preset EPS growth and ROE performance targets over a three-year performance period. • Caps on short and long-term bonuses – Short-term profit-sharing bonuses are capped at 70% of base salary for the CEO and 45% to 50% of base salary for the other named executive officers. The maximum amount of performance-based LTIC awards ultimately earned is capped at 150% of the target award, and no performance-based LTIC awards are earned if performance falls below the threshold achievement level. • “Clawback” policy – The Company’s Clawback Policy requires the Company to recover all erroneously paid incentive-based compensation to current and former executive officers if the Company must prepare an accounting restatement due to its material noncompliance with any financial reporting requirements under the securities laws. • Stock ownership guidelines – The CEO must receive approval from the Lead Director of the Board before selling shares of the Company’s stock, and the other named executive officers must consult with the CEO and CFO, who further consult with the General Counsel, before selling shares of the Company’s common stock. Except for special circumstances, such as financial hardship, approval to sell would not be given if such sale would result in holdings of less than five times base salary in the case of the CEO and less than three times base salary in the case of the other named executive officers. • “Double trigger” of LTIC vesting due to change of control – LTIC grants will only result in accelerated vesting if a change of control results in termination of employment. • No long-term employment agreements – All executives are hired “at-will” and there are no long-term employment arrangements that provide for compensation beyond an employee’s termination date. The only payments beyond termination date are payments from one of the Company’s retirement plans and allowable vesting of LTIC awards upon certain conditions. • No dividends paid on unearned LTIC – There are no dividends paid or accrued on unearned performance-based awards until such time the awards are earned and settled. Any dividends declared on unearned time-based awards will be retained by the Company until such awards are earned. • No tax gross-ups – There are no automatic tax gross-ups on any form of compensation provided to the CEO or any other executive officer. • Insider trading and other prohibitions – all named executive officers are expressly covered by the Company’s policies prohibiting insider trading, short selling, and hedging transactions in Company stock. More detailed information about the Cass anti-hedging policy are included in Restrictions on Hedging below. • No perquisite benefits for named executive officers. In keeping in mind transparency and best practices for pay-for-performance and shareholder alignment in its executive compensation programs, the Committee has designed executive compensation to avoid rewarding executives for taking excessive and unnecessary risk, providing guaranteed compensation increases and employment terms, rewarding executives for underperformance, and paying dividends on unearned performance-based equity awards.

  25. Committee Review of Executive Compensation

    Committee Review of Executive Compensation For the past several years the Compensation Committee has retained Pay Governance to conduct an annual review of executive compensation. Pay Governance provides the Committee with external market data on the executive compensation levels, mix and design of companies of a similar size and in similar industries as the Company. During 2023, for pay decisions for fiscal year 2024, the Company reviewed survey and proxy data from a broad range of industries rather than a specific compensation peer group. Given the Company’s unique operating structure with operations in banking, fintech and business services there has traditionally been a lack of sufficient benchmarks for evaluating the competitiveness of executive compensation at the Company. However, Pay Governance and the Compensation Committee determined that a representative compensation peer group was feasible to develop in 2022 given the increased availability of publicly traded banks with diversified business models (i.e., banks with additional business operations beyond traditional lending) and the emergence of a number of publicly traded fintechs in 2021. The use of a consistent compensation peer group across the named executive officer group was preferred by the Compensation Committee as it provides transparent, line-by-line data for each peer company and the ability to review industry trends and compensation design practices on a year-over-year basis. As such, Pay Governance developed, and the Compensation Committee approved, a single peer group for evaluating executive compensation in 2022. Initially, 21 U.S.-based, publicly traded companies were selected using the following criteria: • Banks with Diversified Business Models: Community Banks or Diversified Financial Services companies with revenue generating business operations beyond traditional lending or those with a fintech focus. Financial screening criteria included assets ranging from 0.5x to 4.0x the Company, market capitalization ranging from 0.2x to 5.0x the Company, and a ratio of market capitalization to book value of greater than 1.0x. • Financial Technology/Business Services: Companies in the Payments/Transaction or Data Processing industries. Financial screening criteria included revenues ranging from 0.5x to 3.75x the Company and market capitalization ranging from 0.2x to 5.0x the Company. During 2023, one of the initial peer group selections in the financial technology/business services group was acquired, leaving 20 remaining companies as follows:

  26. Committee Review of Executive Compensation

    The compensation peer group consists 70% of banks with diversified business models and 30% of technology/business services companies. The intent was to ensure that the mix was tilted toward the banking-industry companies to recognize the strong alignment with the Company’s unique business model. The Committee intends to continue to monitor the market for additional comparable banks for inclusion in the peer group. For the review of executive compensation in 2024 in preparation for the Compensation Committee’s 2025 compensation recommendations, Pay Governance provided market data that consisted of annual salary, short-term incentives, and long-term incentives. Pay Governance’s market data was based primarily on proxy-disclosed information from the compensation peers, as detailed above. Size-adjusted survey data published by Mercer was used for staff roles in the absence of robust position-specific data from the compensation peer group. It is the Compensation Committee’s philosophy that performance, more than evaluating market compensation levels alone, should drive executive compensation levels. The Compensation Committee reviews market data to gain a better understanding of general compensation practices within the market. However, the Compensation Committee takes into account a number of other considerations when making compensation decisions, including individual and Company performance, experience, and scope of responsibilities of the executive officers, desire to retain key personnel and the Company’s objective to maintain internal pay equity. The Compensation Committee determines base salary and incentive compensation adjustments for the CEO and other executive officers, subject to Board approval. In evaluating compensation adjustments for the executive officers other than the CEO, the Compensation Committee gives consideration to the CEO’s recommendations concerning each executive’s performance and related salary and incentive stock levels. Cash bonuses for the CEO and executive officers are allocated in accordance with the Company’s Board-approved profit-sharing program, as further described in Profit-sharing Bonus below.

  27. Profit-Sharing Bonus

    Profit-Sharing Bonus The Company is unique in having a company-wide, cash-based profit-sharing program which has been in existence since 1968. These cash bonuses are paid to all eligible employees of the Company and its subsidiaries, according to the profit-sharing program approved by the Board. The purpose of this program is to facilitate the Company’s continued growth and success by providing rewards that are commensurate with achievement, thereby creating an incentive for superior performance and improved results for shareholders. The profit-sharing program is funded and paid semi-annually based on a target of 22.5% of the Company’s profits after taxes. As such, all cash bonuses paid by the Company are capped and are available only when, and to the extent that, the Company is profitable overall. Effective January 1, 2025, the profit-sharing program will be funded and paid semi-annually based on a target of 18.5% of the Company’s profit after taxes as non-exempt employees are no longer eligible for the program. These employees received an increase in base compensation effective January 2025 in an amount commensurate to what they have historically received in profit-sharing. Total profit-sharing funds are divided into pools to be distributed among various employee groups, including the CEO, executives, exempt and non-exempt staff. The CEO is eligible to receive a percentage from 0% up to 5.4% of the total profit-sharing funds available, with the actual amount paid, based on a percentage change in NIAT from the prior year, subject to a maximum allowable distribution to the CEO of 70% of his base salary. The target amount for the CEO is set at 45% of base salary based on a change in NIAT of 8% from the prior year. The Compensation Committee believes this formula aligns compensation received by the CEO and Company performance by providing a higher payout for increased profits, based on both an increase in the total profit-sharing pool and an increase in the percentage of the pool received by the CEO, and a lower payout for decreased profits, based on both a decrease in the total profit-sharing pool and a decrease in the percentage of the pool received by the CEO. The Committee believes that the allocation of profit-sharing funds to the CEO maintains internal equity and results in a competitive pay package. While the size of the executive officer profit-sharing pool is dependent on the overall size of the pool and change in NIAT, the individual distributions have historically been, and for fiscal 2024 were, based on a subjective assessment of each executive’s performance, taking into consideration factors such as performance of each individual and each executive’s associated operating unit. When conducting his evaluation of an executive’s performance, the CEO considers factors such as revenue growth, cost efficiencies and technological advancements within the executive’s operating unit, and leadership skills and other accomplishments during the fiscal year. Consideration is also given to profit-sharing payments that an individual has received in the past as well as those received by other named executive officers, in order to help achieve internal compensation equity. The percentages of the total profit-sharing pool available to the CEO and other named executive officers have been set to result in payments that generally correlate to targeted salary percentages for the CEO and other named executive officers. The target percentage of base salary to be received by the CEO at target change in NIAT of 8% was 45% and could range from 0% to a maximum of 70%. The target percentage of salary at target change in NIAT for the other executive officers was 40%, with a range of 0% to a maximum of 45% in the case of Mr. Cavellier and Mr. Schuckman; and 0% to a maximum of 50% for Messrs. Normile and Erdbruegger. The targeted percentage salary ranges for the CEO and other named executive officers have, for the most part, been in place since the Company’s profit-sharing program was established. These ranges were established based on the following factors: (i) the goal to maintain internal equity that reflects the responsibilities of the position relative to other positions within the Company; (ii) the objective to provide incentive compensation that is adequate to attract and retain talent, validated through the Company’s recruitment efforts and periodic review of general marketplace survey data; and (iii) the desire to minimize overly risky compensation practices in line with the Company’s conservative risk profile. The target salary percentage payouts and the distributions made to the CEO and other named executive officers are regularly reviewed by the Compensation Committee in accordance with the factors noted above. The Compensation Committee has determined that fiscal 2024 profit-sharing payments resulting from the methodology described above fall in line with the Company’s compensation philosophies and objectives and reflect the Company’s emphasis on performance-based compensation. Fiscal 2024 bonuses were paid in August 2024 and February 2025. The Board approved an adjustment to NIAT in 2024 for the one-time expense related to the termination of the Company’s defined benefit pension plan. The pre-tax expense of $3.5 million resulted in an after-tax adjustment to NIAT of $2.6 million. As such, NIAT for 2024 was determined to be $21.8 million which is reported net income of $19.2 million plus the pension adjustment of $2.6 million. See attached Annex A to this proxy statement for a reconciliation of the “As Adjusted” results to the Company’s GAAP results found in our 2024 Annual Report on Form 10-K for purposes of Regulation G adopted by the SEC. NIAT for 2024 compared to 2023 was a decrease of 27.6%, resulting in the CEO position receiving a distribution of 2.4% of the profit-sharing pool for the year, with the payment made in August 2024 based on the funds available through June 30, 2024 and the balance paid in February 2025 based on the funds available for the year ended December 31, 2024. The total profit-sharing pool for the year ended December 31, 2024 was $4,914,000 and resulted in the CEO position receiving a total 2024 profit-sharing payment of $117,000, or 17.5% of 2024 base salary. The total amount of the executive officer profit-sharing pool was also based on a 27.6% decrease in NIAT for the year ended December 31, 2024 over the year ended December 31, 2023, and equaled 3.6% of the total profit-sharing pool. A payment was made in August 2024 based on the results through June 30, 2024, with the balance paid in February 2025 based on the results for the year ended December 31, 2024. As noted above, the amount of the executive officer profit-sharing pool allocated to individual executive officers, other than the CEO, primarily results from the change in NIAT. In addition, individual distributions were ultimately based on a performance evaluation, conducted by the CEO, considering internal equity among the executive officers and other individual performance factors, including: • Martin H. Resch: leadership and growth of the Company’s Banking Services, Transportation Information Services and Expense Management business units. • Michael J. Normile: overall stewardship of corporate financial processes, reporting, and controls. • Dwight D. Erdbruegger: ongoing growth of the Company’s banking subsidiary while maintaining excellent credit quality. • James M. Cavellier: leadership and ongoing development of the Company’s technology vision and strategic plan to ensure effective, efficient and secure systems and technologies. • Matthew S. Schuckman: overall stewardship of effective risk management and compliance. Profit-sharing awards for 2024 represented an average of 13.6% of base pay for the named executive officers, other than the CEO.

  28. Profit-Sharing Bonus

    A summary of the average percentage of base pay paid in profit sharing as compared to the average change in NIAT is as follows:

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The objectives of the LTIC program are to provide an incentive which aligns executive officers’ interests with those of shareholders, assist in recruiting, encourage retention, and reward executive officers for the Company’s success. LTIC has historically been awarded to various members of the Company’s management team, including all named executive officers, in accordance with the Amended and Restated Omnibus Stock and Performance Compensation Plan (the Prior Plan). The Prior Plan terminated in accordance with its terms on April 17, 2023, and shareholders approved the new Omnibus Plan at the 2023 Annual Meeting of Shareholders. LTIC awarded from April 2023 onward is pursuant to the Omnibus Plan. The Committee believes that time-based awards reinforce the Company’s long-term objectives, serve as a retention incentive and reward the appreciation of the Company’s common stock price. The Committee believes that performance-based awards incentivize the named executive officers to meet or exceed the Company’s long-term ROE and EPS targets. The value of target LTIC awards is set at 125% of base salary for the CEO and 70% of base salary for the other named executive officers. The target values are based, in part, on market data provided by Pay Governance and the Compensation Committee also considered historical grant levels, overall TDC targets and the Company’s desire to incentivize performance. The number of awards granted to an executive officer is determined by dividing the officer’s target LTIC award dollar value by the fair market value of the Company’s common stock using the closing stock price as reported on the Nasdaq on the grant date. Of the resulting number of shares, 40% of the awards is issued in the form of restricted stock or restricted stock units (RSUs) that cliff vest in three years from the date of grant, and 60% of the award is issued in the form of performance-based restricted stock or RSUs that vests three years from the date of grant with amounts earned, if any, based on the Company’s achievement of EPS and ROE performance targets for the prospective three-year performance period. The ultimate number of performance-based awards earned will range from 0% to 150% of the target award based on the Company’s achievement of EPS and ROE performance goals, with no performance-based awards being earned if threshold performance targets are not met. In the most recent several years, LTIC awards have been made in the form of restricted stock, subject to a participant’s election to receive the time-based portion in RSUs if eligible to make the retirement election (described below). In 2025, and in consultant with the Company’s compensation consultant, both the time- and performance-based portions of the LTIC awards were made in the form of RSUs. The Committee selected growth of EPS and average ROE as the basis for awarding performance-based restricted stock because these are two key measurements used by the Company to measure the long-term growth and strength of the Company. The target levels of performance for each measurement were established based on the ongoing performance level that is expected by the Board, with the threshold representing the minimum acceptable level to earn any additional compensation and the maximum as the level of performance that would be considered an exceptional achievement. These pre-established targets are scheduled for a comprehensive review at least every three years and may be reviewed and adjusted earlier if current business conditions dictate a review is needed. The performance goals for the 2024 performance-based grants made in January 2024 are as follows, and performance-based restricted stock will be earned if and to the extent the goals are met at the end of the three-year performance period ending on December 31, 2026:

  30. Long-Term Incentive Compensation

    | Factor | Percentage of Target Performance-Based Shares Earned | | | | | 50% | 100% | 150% | | | Threshold | Target | Maximum | | EPS annual growth | —% | 8% | 16% | | Average ROE | 9% | 13% | 17% |

  31. Long-Term Incentive Compensation

    The EPS growth goal, as shown in the table above, represents a compounding annual growth rate over a base year EPS, which is the year preceding the beginning of the three-year performance period. The EPS performance goals established for each three-year performance period will be presented as a dollar value based on these EPS growth percentages. The ROE goal presented in the table above will be based on the average ROE over the three-year performance period. To provide an equal balance between profitability and growth, each factor will be weighted 50% to determine the total percentage of performance-based restricted stock earned. For each factor, target performance would result in 100% being earned related to that factor, performance at threshold would result in 50% being earned and maximum or higher performance would result in 150% being earned. Any performance below threshold would result in 0% earned related to that performance factor. Vesting percentages for performance that falls between threshold and target or target and maximum will be prorated between the respective vesting percentages. The percentage earned for each factor will then be multiplied by the 50% weighting and added together to determine the total percentage earned. The number of performance-based shares ultimately earned will then be determined by multiplying the number of performance-based shares granted at the beginning of the performance period by the total percentage earned, rounded to the nearest whole share. Achievement of performance goals for performance-based restricted stock shall be determined based on generally accepted accounting principles and may be adjusted for any one-time unusual or non-recurring items that the Compensation Committee has determined, and Board of Directors has approved, as unusual and/or non-recurring. The terms of the LTIC awards are set forth in a restricted stock or RSU award agreement entered into with each executive officer at the time of grant. Time-based restricted stock carries voting and dividend accrual rights and cliff vests on the three-year anniversary of the grant date. Time-based RSUs are settled in shares of common stock on the three-year anniversary of the grant date, have no voting rights, and dividend equivalents accumulate over the restriction period and will be paid upon vesting. In the event of disability or death of the named executive officer, time-based restricted stock and RSU awards vest immediately and performance-based restricted stock awards and RSUs vest under the original terms of the agreement. There are no dividends paid or accrued on unearned performance-based awards until such time as the awards are earned and settled. In the event of a change of control and termination of service of the named executive officer, time-based and performance-based restricted stock and RSU awards vest immediately with performance-based awards vesting at the target performance level. For all LTIC grants prior to January 2025, the LTIC program contained a retirement provision, which allowed participants age 65 or older, with at least five years of service, to continue to vest in previously awarded grants after retirement. Due to this provision, and to delay the early taxation of the time-based restricted stock, the Company allowed participants who were age 62 or older, and would have 5 years of service upon vesting, to elect to receive time-based RSUs in lieu of the time-based restricted stock. Mr. Erdbruegger was the only named executive officer eligible to make this election for 2024 LTIC time-based awards. Effective with the 2025 LTIC grant, all participants receive both the time and performance-based components of the LTIC awards in the form of RSUs, regardless of age. The Compensation Committee adopted the “Rule of 65” for RSUs, which is more fully described in the section “—Post-Employment Payments” below. As of the time of the 2025 LTIC grants, the only named executive officer who has satisfied the Rule of 65 is Mr. Erdbruegger. The Company does not allow the grant of awards to be timed with the release of material non-public information such that it would have an effect on the exercise price that would benefit the executive. The dollar value of LTIC awards granted to named executive officers and other eligible participants in 2024 was approved by independent Board members. Generally, this occurs at the January Board meeting and the grant date is approximately two days subsequent to the January Board meeting.

  32. Outstanding Performance-Based LTIC Awards at Fiscal Year-End

    Outstanding Performance-Based LTIC Awards at Fiscal Year-End At December 31, 2024, performance-based LTIC awards with respect to the 2023 to 2025 and 2024 to 2026 performance periods were still outstanding and have not yet been earned. Grants for these named executive officers are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards table in the year of grant. The performance-based restricted stock grants relating to the 2023 to 2025 and 2024 to 2026 performance periods vest based on cumulative EPS goals and average ROE goals as described in this Long-Term Incentive Compensation section of the CD&A. If earned, these LTIC grants will be paid in the form of immediately vested shares of common stock.

  33. Stock Vested in 2024

    Stock Vested in 2024 Performance-based LTIC awards of restricted stock were granted on January 28, 2021 vested on January 26, 2024, following the end of the three-year performance period on December 31, 2023. Actual results for EPS and ROE are as follows for the years ended December 31, 2021, 2022, and 2023, respectively, that determine the vesting percentage of the performance-based restricted shares.

  34. Stock Vested in 2024

    | Performance Measurement | 2021 Actual | 2022 Actual | 2023 Actual | | EPS annual growth | $2.00 | $2.53 | $2.18 | | Average ROE | 11.29% | 16.53% | 14.24% |

  35. Stock Vested in 2024

    Actual cumulative EPS and average ROE for these periods compared to the levels set in 2021 at threshold, target, and maximum performance, along with the achievement percentage for these metrics are as follows:

  36. Stock Vested in 2024

    | | Actual | Threshold | Target | Maximum | Achievement | | Cumulative EPS | $6.71 | $5.19 | $6.07 | $7.04 | 133.0% | | Average ROE | 14.02% | 7% | 11% | 15% | 137.8% | | Total Achievement | | | | | 135.4% |

  37. Stock Vested in 2024

    As the cumulative EPS and average ROE metrics are each weighted at 50%, the total achievement for the 2021 performance-based LTIC awards resulted in a percentage of 135.4% of the target awards. The number of shares of both time-based and performance-based awards that vested on January 26, 2024 for each named executive officer, adjusted for stock dividends during the performance period, are as follows:

  38. Stock Vested in 2024

    | Name | Vested Time-Based Restricted Shares/Units | Performance-Based Restricted Shares | | | | | Target Granted | Vested at 135.4% | | Martin H. Resch | 2,749 | 4,124 | 5,584 | | Michael J. Normile | 1,890 | 2,835 | 3,839 | | James M. Cavellier | 1,997 | 2,995 | 4,055 | | Matthew S. Schuckman | 1,001 | 1,502 | 2,034 | | Dwight D. Erdbruegger | 2,079 | 3,119 | 4,223 |

  39. Post-Employment Payments

    Post-Employment Payments Named executive officers do not have employment agreements, nor are there any provisions for payments following or in connection with any termination of service or change of control, other than for provisions that allow LTIC awards to vest or continue to vest upon termination of service to the Company in certain instances in accordance with the terms of their respective award agreements. The equity compensation termination benefits provided to the named executive officers upon retirement do not discriminate in scope, terms or operation in favor of executive officers compared to the benefits offered to all other plan participants. For LTIC awards made in 2024 and prior, terms governing a participant’s post-employment payments provide for forfeiture of awards upon the termination of a participant’s employment except as follows: (i) for time-based restricted stock and RSUs, awards vest in whole upon termination of a participant’s employment due to death, disability, or termination following a change of control, and awards continue vesting in accordance with the terms of the agreement upon retirement for participants who complete one year of service following the grant date and who are 65 years of age with five years of service (“Normal Retirement”); and (ii) for performance-based restricted stock, awards continue to vest in accordance with the terms of the agreement upon termination of a participant’s employment due to death, disability, or Normal Retirement, and awards vest immediately at target achievement level upon termination of a participant’s employment following a change of control. For LTIC awards made in 2025, which were made in the form of RSUs, terms governing a participant’s post-employment payments provide for forfeiture of awards upon the termination of a participant’s employment (or, for employees who are also directors, termination of the later of employment or Board service) except as follows: (i) for time-based RSUs, awards vest in whole upon termination of a participant’s employment due to death, disability, or termination following a change of control, and awards continue vesting in accordance with the terms of the agreement upon retirement for participants who both remain in service to the Company on the last day of the calendar year in which the LTIC award was made and who satisfy the “Rule of 65” (“Rule of 65 Retirement”); and (ii) for performance-based RSUs, awards continue to vest in accordance with the terms of the agreement upon termination of a participant’s employment due to death, disability, or Rule of 65 Retirement (in the case of a Rule of 65 Retirement, the amount of performance-based RSUs that vest will be pro-rated for the participant’s time of service), and awards vest immediately at target achievement level upon termination of a participant’s employment following a change of control. A participant will satisfy the “Rule of 65” if the employee is at least 60 years of age, and the sum of the employee’s whole years of age plus whole years of service equals at least 65. The Compensation Committee adopted the Rule of 65 to provide a further incentive for long-term employment, as well as to recognize that RSUs are part of annual compensation and, if an employee retires after satisfying certain age and service requirements, then he or she should get the benefit of outstanding RSUs. With respect to performance-based RSUs, the Rule of 65 applies to waive any continuing service requirement but does not waive any performance condition. The Compensation Committee believes that the benefits available under the Rule of 65 are customary and reasonable components of the Company’s compensation program, and it retains discretion to modify the terms and conditions applicable to the Rule of 65, including by applying it to restricted stock awards that may be issued. The value of restricted stock or RSU awards that would continue to vest are reflected in the table Outstanding Equity Awards at Fiscal Year-End table provided later in this Proxy Statement. These amounts represent the value of payments a named executive officer would have received due to retirement, resignation, death or disability, or following a change of control if their employment would have terminated on the last day of the fiscal 2024. Messrs. Resch, Normile, and Schuckman are not yet eligible for the vesting of LTIC awards after retirement, as they have not met the five-year service requirement.

  40. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee believes executive pay must be both internally equitable and externally competitive to attract and retain the talent necessary to produce exceptional financial results and value for shareholders. Cass is committed to internal pay equity and periodically reviews pay data to ensure it is both internally equitable and in line with similar positions in the external market. Due to the Company’s nature of business, a large portion of the employee population is clerical and administrative with approximately 20% of employees holding part-time positions and working less than 30 hours per week. In calculating the CEO pay ratio, pursuant to Item 402(u) of Regulation S-K, companies are required to disclose the ratio of the CEO’s compensation to that of the median employee. The SEC permits the Company to identify its median employee once every three years provided that it reasonably believes there has been no change in its employee population or compensation arrangements that would significantly affect the pay ratio disclosure. The Company used the following methodology to identify the Company’s median employee: • Compensation data was compiled as of the last pay period in November 2022 and reflects all cash compensation paid for the period ended November 30, 2022, including payments pursuant to the Company’s profit-sharing program. • The compensation data represents all U.S. employees paid for the period ended November 30, 2022. This data excludes non-U.S. employees, as these employees make up less than 5% of the Company’s total employee count. • For employees hired or terminated during the year, compensation was annualized as of November 30, 2022 by taking total regular pay and overtime pay divided by the number of days actually worked during the period, multiplying this amount by the 238 days paid through November 30, 2022 and adding additional compensation not related to hours worked, such as any cash bonuses or other cash or like-cash awards paid during the year. • No adjustments were made to part-time employees’ total compensation except annualizing pay for part-time employees hired during the year, as explained above. • The total cash compensation by employee was then ranked from highest to lowest for all 1,357 employees, excluding the CEO. The median employee was determined to be the employee that ranked number 677 in order from lowest to highest in total cash compensation paid in 2022 for the period ended November 30, 2022. • The total annual compensation of the median employee was calculated in the same manner as that of the CEO for disclosure in the Summary Compensation Table of this Proxy Statement. There have been no changes in the Company’s employee population, employee compensation arrangements, or the median employee’s circumstances that the Company reasonably believes would result in a significant change in the pay ratio disclosure. As such, as permitted under SEC rules, the Company is utilizing the same median employee for the pay ratio for fiscal 2024 by examining the annual total compensation applying updated compensation data for 2024. The Company provides the following with respect to the pay ratio for fiscal 2024: • The median of annual total compensation of all employees of Cass for fiscal 2024 other than Mr. Resch was $46,777; • The annual total compensation of Mr. Resch during 2024 was $1,673,109 (see the Summary Compensation Table); and • Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all Company employees is 35.8:1. LTIC awards are an element of compensation provided to the CEO that is not included in compensation paid to the median employee. LTIC awards made in 2024 are included at grant date value and will not be earned until 2027, if at all, 60% of which are eligible to be earned only upon the achievement of performance goals.

  41. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Vesting of 2022 LTIC Awards The LTIC awards granted on January 27, 2022 cliff-vested on January 24, 2025 after the three-year restriction period elapsed. Actual results for EPS and ROE are as follows for the years ended December 31, 2022, 2023, and 2024, respectively, that determined the vesting percentage of the performance-based restricted shares.

  42. Long-Term Incentive Compensation

    | Performance Measurement | 2022 Actual | 2023 Actual | 2024 Actual (1) | | EPS annual growth | $2.53 | $2.18 | $1.58 | | Average ROE | 16.53% | 14.24% | 9.51% |

  43. Long-Term Incentive Compensation

    (1) Actual EPS and ROE for 2024 were $1.39 and 8.37%, respectively. The Board approved an adjustment to EPS and ROE in 2024 for the one-time expense related to the termination of the Company’s defined benefit pension plan. The pre-tax expense of $3.5 million resulted in an after-tax adjustment to net income of $2.6 million. As such, adjusted net income for 2024 was determined to be $21.8 million which is reported net income of $19.2 million plus the pension adjustment of $2.6 million. Taking into account this adjustment, EPS and ROE for 2024 were adjusted to $1.58 and 9.51%, respectively, for the purpose of determining the value of the 2022 LTIC award. See attached Annex A to this proxy statement for a reconciliation of the “As Adjusted” results shown in the table below to our GAAP results found in our 2024 Annual Report on Form 10-K for purposes of Regulation G adopted by the SEC. Actual cumulative EPS and average ROE for these periods compared to the levels set in 2022 at threshold, target, and maximum performance, along with the achievement percentage for these metrics are as follows:

  44. Long-Term Incentive Compensation

    | | Actual | Threshold | Target | Maximum | Achievement | | Cumulative EPS | $6.29 | $6.00 | $7.01 | $8.13 | 67.8% | | Average ROE | 13.43% | 7% | 11% | 15% | 130.3% | | Target Achievement | | | | | 99.1% |

  45. Long-Term Incentive Compensation

    As the cumulative EPS and average ROE metrics are each weighted at 50%, the total achievement for the 2022 LTIC awards resulted in a payout percentage of 99.1% of the target awards. The number of shares that vested on January 24 2025 for each named executive officer are as follows:

  46. Long-Term Incentive Compensation

    | Name | Vested Time-Based Restricted Shares/Units | Performance-Based Restricted Shares | | | | | Target Granted | Vested at 99.1% | | Martin H. Resch | 4,851 | 7,276 | 7,211 | | Michael J. Normile | 2,264 | 3,396 | 3,365 | | James M. Cavellier | 2,158 | 3,236 | 3,207 | | Matthew S. Schuckman | 1,910 | 2,865 | 2,839 | | Dwight D. Erdbruegger | 2,246 | 3,369 | 3,339 |

  47. Long-Term Incentive Compensation

    Grant of 2025 LTIC Awards The LTIC awards made in January 2025 were made pursuant to the Omnibus Plan and were comprised of 40% time-based restricted shares or RSUs and 60% performance-based RSUs. The LTIC awards made in January 2025 were made pursuant to the Omnibus Plan. In consultation with the Company’s compensation consultant, the 2025 LTIC awards were made in the form of RSUs rather than restricted stock. Both the time-based RSUs and the performance-based RSUs are scheduled to cliff vest three years from the grant date, subject to the terms and conditions of the awards. The number of performance-based RSUs vesting will vary in an amount from 0% to 150% of the amount awarded based on the achievement of pre-established ROE and EPS performance goals over the three-year performance period from January 1, 2025 to December 31, 2027. The awards were granted on January 23, 2025 and were valued using the closing stock price as reported on the Nasdaq on the grant date of $41.46. The performance goals for the 2025 performance-based grants are as follows, and performance-based RSUs will be earned if and to the extent the goals are met at the end of the three-year performance period ending on December 31, 2027:

  48. Long-Term Incentive Compensation

    | Factor | Percentage of Target Performance-Based RSUs Earned | | | | | 50% | 100% | 150% | | | Threshold | Target | Maximum | | EPS annual growth | —% | 8% | 16% | | Average ROE | 9% | 13% | 17% |

  49. Long-Term Incentive Compensation

    The target awards granted on January 23, 2025 to each named executive officer are detailed below.

  50. Long-Term Incentive Compensation

    | Name | Time-Based RSUs | Target Number of Performance-Based RSUs | | Martin H. Resch | 8,303 | 12,455 | | Michael J. Normile | 2,419 | 3,628 | | James M. Cavellier | 2,246 | 3,369 | | Matthew S. Schuckman | 2,003 | 3,005 | | Dwight D. Erdbruegger | 2,365 | 3,548 |

  51. Summary Compensation Table

    Summary Compensation Table The following table includes the annual and long-term compensation of the named executive officers for all services rendered in all capacities to the Company for each respective fiscal year.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Martin H. Resch President and CEO (4) | 2024 | 668,774 | 117,000 | 843,725 | 43,610 | 1,673,109 | | | 2023 | 602,423 | 146,300 | 729,978 | 38,711 | 1,517,412 | | | 2022 | 475,385 | 243,000 | 479,987 | 30,880 | 1,229,252 | | Michael J. Normile Executive Vice President and CFO | 2024 | 344,824 | 53,989 | 243,418 | 28,427 | 670,658 | | | 2023 | 332,000 | 67,761 | 235,161 | 31,491 | 666,413 | | | 2022 | 315,000 | 154,000 | 224,023 | 27,417 | 720,440 | | James M. Cavellier Executive Vice President and CIO | 2024 | 322,134 | 39,888 | 227,119 | 27,976 | 617,117 | | | 2023 | 312,500 | 63,526 | 220,494 | 26,872 | 623,392 | | | 2022 | 301,375 | 114,388 | 213,495 | 24,618 | 653,876 | | Matthew S. Schuckman Executive Vice President, General Counsel, and Corporate Secretary | 2024 | 285,759 | 28,236 | 201,608 | 26,525 | 542,128 | | | 2023 | 276,750 | 56,265 | 195,315 | 25,076 | 553,406 | | Dwight D. Erdbruegger President, Cass Commercial Bank | 2024 | 337,136 | 52,786 | 237,970 | 28,294 | 656,186 | | | 2023 | 325,750 | 66,248 | 229,930 | 27,161 | 649,089 | | | 2022 | 313,750 | 134,938 | 222,242 | 24,874 | 695,804 |

  53. Summary Compensation Table

    (1) These amounts represent distributions under the Company’s profit-sharing program as further described in the CD&A section contained herein. (2) These amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock and RSU awards granted in fiscal 2024, fiscal 2023, and fiscal 2022. These amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards. Fiscal 2022, 2023, and 2024 grants consisted of 40% time-based restricted stock or RSUs, which vest in total on the third anniversary of the grant date, and 60% performance-based restricted stock that will be earned based on cumulative three-year EPS growth and average ROE goals. In all fiscal years reported, the time-based portion of the award was made in restricted stock to Messrs. Resch, Normile, Cavellier, and Schuckman and in RSUs to Messrs. Brunngraber and Erdbruegger. The fiscal 2022 performance-based grants may be earned based on the achievement of goals for fiscal 2022-2024; the fiscal 2023 performance-based grants may be earned based on the achievement of goals for fiscal 2023-2025; and the fiscal 2024 performance-based grants may be earned based on the achievement of goals for fiscal 2024-2026, as discussed in the CD&A. The reported grant date fair value of the fiscal 2022, 2023 and 2024 awards assume that the performance-based restricted stock will be earned at the target achievement level per the instructions to Item 402(c) of Regulation S-K. See Note 11 to the Company’s consolidated financial statements filed as part of its Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions used in the valuation of awards. The grant date fair value of the performance-based restricted stock awards granted in 2022, 2023, and 2024, respectively, for each named executive officer assuming that the maximum level of performance conditions is achieved is as follows: Mr. Resch - $431,976, $656,971, and $759,352; Mr. Normile - $201,621, $211,645 and $219,103; Mr. Cavellier - $192,121, $198,445, and $204,420; and Mr. Erdbruegger - $200,018, $206,951, and $214,186. The grant date fair value of the performance-based restricted stock awards granted in 2023 and 2024 for Mr. Schuckman assuming that the maximum level of performance conditions is achieved is $175,784 and $181,434, respectively. (3) See All Other Compensation table below for details of the dividends paid or accrued on time-based restricted stock awards, and the Company’s matching contributions paid to the Company’s 401(k) Plan on behalf of each named executive officer for fiscal 2024. (4) Mr. Resch’s 2023 reported information also reflects compensation earned by Mr. Resch in his role as COO from January 1, 2023 to April 18, 2023, the effective date of his current CEO position.

  54. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding all plan-based awards that were made to the named executive officers during 2024. Disclosure is provided on a separate line for each grant or award made during the year. The information supplements the values of awards presented in the Summary Compensation table above.

  55. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | Grant Date Fair Value of Stock Awards (4) ($) | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Martin H. Resch | 1/25/24 | | | | 5,715 | 11,430 | 17,145 | | 506,235 | | | 1/25/24 | | | | | | | 7,620 | 337,490 | | | 8/9/24 | | 74,400 | | | | | | | | | 2/7/25 | | 42,600 | | | | | | | | Michael J. Normile | 1/25/24 | | | | 1,649 | 3,298 | 4,947 | | 146,068 | | | 1/25/24 | | | | | | | 2,198 | 97,349 | | | 8/9/24 | | 35,340 | | | | | | | | | 2/7/25 | | 18,649 | | | | | | | | James M. Cavellier | 1/25/24 | | | | 1,539 | 3,077 | 4,616 | | 136,280 | | | 1/25/24 | | | | | | | 2,051 | 90,839 | | | 8/9/24 | | 29,037 | | | | | | | | | 2/7/25 | | 10,851 | | | | | | | | Matthew S. Schuckman | 1/25/24 | | | | 1,366 | 2,731 | 4,097 | | 120,956 | | | 1/25/24 | | | | | | | 1,821 | 80,652 | | | 8/9/24 | | 18,469 | | | | | | | | | 2/7/25 | | 9,767 | | | | | | | | Dwight D. Erdbruegger | 1/25/24 | | | | 1,612 | 3,224 | 4,836 | | 142,791 | | | 1/25/24 | | | | | | | 2,149 | 95,179 | | | 8/9/24 | | 34,553 | | | | | | | | | 2/7/25 | | 18,233 | | | | | | |

  56. Grants of Plan-Based Awards

    (1) Target represents amounts earned and paid on the dates reported pursuant to the Company’s profit-sharing program, as discussed in the CD&A. (2) Represents performance-based restricted stock awards granted pursuant to the terms of the Company’s Omnibus Plan. Performance-based restricted stock awards earned, if any, will vest in full on January 25, 2027, only to the extent the Company achieves certain EPS and ROE targets for the three-year performance period ending December 31, 2026. See “Compensation Discussion and Analysis—Long-Term Compensation” and “Compensation Discussion and Analysis—Post-Employment Payments” for a discussion of the performance measures, voting and dividend rights, and other vesting conditions applicable to these awards. (3) For Mr. Erdbruegger, represents time-based RSUs and for Messrs. Resch, Normile, Cavellier, and Schuckman, represents shares of time-based restricted stock. January 2024 time-based awards were granted pursuant to the terms of the Omnibus Plan. Time-based RSUs and restricted shares granted on January 25, 2024 will vest in full on January 25, 2027. See “Compensation Discussion and Analysis—Long-Term Compensation” and “Compensation Discussion and Analysis—Post-Employment Payments” for a discussion of the voting and dividend rights and other vesting conditions applicable to these awards. (4) The grant date fair value is computed in accordance with FASB ASC Topic 718, is based on the target number of performance-based restricted stock, as applicable, and is calculated using the fair market value of the Company’s common stock on the date of grant of $44.29 for grants made on January 25, 2024.

  57. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding equity awards held by each named executive officer as of December 31, 2024.

  58. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares of Stock That Have Not Vested ($) (2) | | Martin H. Resch | 18,934 | 774,590 | 28,401 | 1,161,885 | | Michael J. Normile | 6,386 | 261,251 | 9,580 | 391,918 | | James M. Cavellier | 6,013 | 245,992 | 9,019 | 368,967 | | Matthew S. Schuckman | 5,329 | 218,009 | 7,993 | 326,994 | | Dwight D. Erdbruegger | 6,276 | 256,751 | 9,415 | 385,168 |

  59. Outstanding Equity Awards at Fiscal Year-End

    (1) Represents time-based restricted stock and RSU awards issued pursuant to the Company’s Prior Plan and the Omnibus Plan. The reported amount represents the annual LTIC awards for all named executive officers and, in the case of Mr. Resch, an additional LTIC award made to him in 2023 in consideration of his transition to CEO to align his annual LTIC award with his role as CEO. The awards cliff vest on the third anniversary of the grant date. The vesting dates for such awards are as follows:

  60. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares of Restricted Stock | Number of RSUs | | Martin H. Resch | 1/24/2025 | 4,851 | — | | | 1/26/2026 | 4,336 | | | | 4/17/2026 | 2,127 | — | | | 1/25/2027 | 7,620 | | | Michael J. Normile | 1/24/2025 | 2,264 | — | | | 1/26/2026 | 1,924 | — | | | 1/25/2027 | 2,198 | — | | James M. Cavellier | 1/24/2025 | 2,158 | — | | | 1/26/2026 | 1,804 | — | | | 1/25/2027 | 2,051 | — | | Matthew S. Schuckman | 1/24/2025 | 1,910 | — | | | 1/26/2026 | 1,598 | — | | | 1/25/2027 | 1,821 | — | | Dwight D. Erdbruegger | 1/26/2025 | — | 2,246 | | | 1/24/2026 | — | 1,881 | | | 1/25/2027 | — | 2,149 |

  61. Outstanding Equity Awards at Fiscal Year-End

    (2) Value based on $40.91 per share, which was the closing market price of the Company’s common stock reported on the Nasdaq Global Select Market on December 31, 2024. (3) Represents unearned performance-based restricted stock awards granted pursuant to the Company’s Prior Plan and the Omnibus Plan. The number of unearned performance-based shares and the corresponding market value of such shares has been calculated in accordance with the instructions to Item 402(f) of Regulation S-K and related SEC guidance based on the achievement level that exceeds the performance of the last completed fiscal year over which performance is measured. Because the three-year performance period ended December 31, 2024 resulted in payouts of performance-based awards below the target level, the number of shares and corresponding market value in the table above represent the target number of performance-based shares that can be earned at the end of the applicable three-year performance period. The awards were granted on January 27, 2022, January 26, 2023, April 20, 2023 (in the case of Mr. Resch only), and January 25, 2024. Amounts ultimately earned will be based on the achievement of certain EPS and ROE targets over the applicable three-year performance period, as discussed in the CD&A. Awards earned will vest in full on the third anniversary of the applicable grant date.

  62. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive “compensation actually paid” (CAP) and financial performance of the Company for each of the fiscal years presented. In determining CAP to the named executive officers, the Company is required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Tables for the fiscal years presented, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. For more detailed information concerning the Company’s pay-for-performance philosophy and how its executive compensation program is designed to further this concept, please see the CD&A section of this Proxy Statement.

  63. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO 1 ($) (1) | Compensation Actually Paid to PEO 1 ($) (2) | Summary Compensation Table Total for PEO 2 ($) (3) | Compensation Actually Paid to PEO 2 ($) (4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (5) | Average Compensation Actually Paid to Non-PEO NEO’s ($) (6) | Value of Initial Fixed $100 Investment Based On: | | | Net Income (thousands) ($) | Diluted Earnings per Share ($) (9) | Return on Average Equity (%) (9) | | | | | | | | | TSR ($) (7) | Computer Services Peer Group TSR ($) (8) | Banks Peer Group TSR ($) (8) | | | | | 2024 | — | — | 1,673,109 | 1,548,560 | 621,522 | 598,599 | 83 | 161 | 147 | 19,168 | 1.39 | 8.37 | | 2023 | 1,954,701 | 1,807,783 | 1,517,412 | 1,477,581 | 623,075 | 594,896 | 88 | 140 | 109 | 30,059 | 2.18 | 14.24 | | 2022 | 2,348,500 | 2,598,605 | — | — | 823,621 | 908,458 | 87 | 113 | 99 | 34,904 | 2.53 | 16.53 | | 2021 | 2,378,033 | 2,097,985 | — | — | 699,339 | 718,559 | 73 | 158 | 120 | 28,604 | 2.00 | 11.29 | | 2020 | 3,414,093 | 1,428,697 | — | — | 783,715 | 512,222 | 69 | 134 | 87 | 25,176 | 1.73 | 10.23 |

  64. Pay Versus Performance Table

    (1) “PEO 1” refers to Mr. Brunngraber, who served as the Company’s CEO for 2020, 2021, 2022, and from January 1, 2023 until stepping down from his position as CEO effective April 18, 2023. The dollar amounts reported are the amounts of total compensation reported for Mr. Brunngraber for each corresponding year in the “Total” column of the Summary Compensation Table. (2) The dollar amounts reported represent the amount of CAP to Mr. Brunngraber, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Brunngraber during the reported year. A reconciliation of Mr. Brunngraber’s total compensation for 2023, 2022, 2021, and 2020, as reported in the Summary Compensation Table to the CAP for those fiscal years is shown in the table below.

  65. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO 1 (a) | Add: Change in Value of Stock Awards during Fiscal Year (b) | Deduct: Reported Change in Pension Value (c) | Add: Pension Service Cost (d) | Compensation Actually Paid | | 2023 | 1,954,701 | (146,918) | — | — | 1,807,783 | | 2022 | 2,348,500 | 250,105 | — | — | 2,598,605 | | 2021 | 2,378,033 | (14,683) | (277,533) | 12,168 | 2,097,985 | | 2020 | 3,414,093 | (465,271) | (1,564,221) | 44,096 | 1,428,697 |

  66. Pay Versus Performance Table

    (a) The reported Summary Compensation Table total compensation includes dividends paid or accrued on time-based restricted stock awards. (b) The “Change in Value of Stock Awards during Fiscal Year” for each applicable year include an amount calculated as follows: (i) deduction of grant date fair value of stock awards are reported in the Summary Compensation Table for the applicable year; (ii) addition of the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year; (iii) addition of an amount equal to the change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that were outstanding and unvested as of the end of the applicable year; (iv) addition of an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested in the applicable year; and (v) deduction of an amount equal to the fair value at the end of the prior fiscal year of any equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year. Adjustments made with respect to performance-based awards that vested or failed to vest in an applicable fiscal year were based on the achievement of performance goals during the applicable three-year performance period of 86.7%, 52.9%, 94.4%, and 117.3% in 2023, 2022, 2021, and 2020, respectively, as more fully discussed in the CD&A section of this Proxy Statement. The fair value information for all unvested equity awards is based on the target vesting percentage for performance-based stock awards. The amounts deducted or added in calculating the “Change in Value of Stock Awards during Fiscal Year” are as follows:

  67. Pay Versus Performance Table

    | Year | Grant Date Fair Value of Equity Awards Granted in Applicable Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value of Awards Granted in Prior Years that Vested in the Year that Failed to Meet Vesting Conditions | Total Equity Award Adjustments | | 2023 | (1,081,251) | 996,326 | (37,893) | 39,984 | (64,084) | (146,918) | | 2022 | (1,018,750) | 1,179,361 | 260,858 | 13,527 | (184,891) | 250,105 | | 2021 | (956,249) | 922,919 | 13,512 | 26,694 | (21,559) | (14,683) | | 2020 | (899,973) | 648,241 | (241,721) | (55,603) | 83,785 | (465,271) |

  68. Pay Versus Performance Table

    (c) Represents the aggregate change in actuarial present value of accumulated benefits under the Company’s defined benefit pension plan and SERP, where applicable, as reported in the Summary Compensation Table. The change in pension value for Mr. Brunngraber was a decrease of $27,296 and $1,886,111 for 2023 and 2022, respectively. (d) Represents the service cost for the SERP and qualified pension plan for Mr. Brunngraber. For 2023 and 2022, there was no service cost for the SERP and qualified pension plan as the benefits were frozen in February 2021. (3) “PEO 2” refers to Mr. Resch, who began serving as the Company’s CEO effective April 18, 2023. The dollar amounts reported are the amounts of total compensation reported for Mr. Resch for 2024 and 2023 in the “Total” column of the Summary Compensation Table. (4) The dollar amounts reported represent the amount of CAP to Mr. Resch as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Resch during the reported year. A reconciliation of Mr. Resch’s total compensation for 2024 and 2023, as reported in the Summary Compensation Table, to the CAP is shown in the table below.

  69. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO 2 (a) | Add: Change in Value of Stock Awards during Fiscal Year (b) | Compensation Actually Paid | | 2024 | 1,673,109 | (124,549) | 1,548,560 | | 2023 | 1,517,412 | (39,831) | 1,477,581 |

  70. Pay Versus Performance Table

    (a) The reported Summary Compensation Table total compensation includes dividends paid or accrued on time-based restricted stock awards. (b) The “Change in Value of Stock Awards during Fiscal Year” for each applicable year include an amount calculated as follows: (i) deduction of grant date fair value of stock awards are reported in the Summary Compensation Table for the applicable year; (ii) addition of the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year; (iii) addition of an amount equal to the change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that were outstanding and unvested as of the end of the applicable year; (iv) addition of an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested in the applicable year; and (v) deduction of an amount equal to the fair value at the end of the prior fiscal year of any equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year. Adjustments made with respect to performance-based awards that vested or failed to vest in an applicable fiscal year were based on the achievement of performance goals during the applicable three-year performance period of 135.4% and 86.7% in 2024 and 2023, respectively, as more fully discussed in the CD&A section of this Proxy Statement. The fair value information for all unvested equity awards is based on the target vesting percentage for performance-based stock awards. The amounts deducted or added in calculating the “Change in Value of Stock Awards during Fiscal Year” are as follows:

  71. Pay Versus Performance Table

    | Year | Grant Date Fair Value of Equity Awards Granted in Applicable Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value of Awards Granted in Prior Years that Vested in the Year that Failed to Meet Vesting Conditions | Total Equity Award Adjustments | | 2024 | (843,725) | 779,336 | (117,100) | (7,285) | 64,225 | (124,549) | | 2023 | (729,978) | 727,918 | (14,630) | (23,141) | — | (39,831) |

  72. Pay Versus Performance Table

    (5) The dollar amounts reported are the average of the amounts of total compensation reported for the named executive officers as a group, excluding Mr. Brunngraber for all years presented and Mr. Resch for 2024 and 2023, for each corresponding year in the “Total” column of the Summary Compensation Table as follows: (i) for 2024 and 2023, this group includes Mr. Normile, Mr. Cavellier, Mr. Schuckman, and Mr. Erdbruegger; (ii) for 2022, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, and Mr. Erdbruegger; (iii) for 2021, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, Mr. Erdbruegger, and P. Stephen Appelbaum; and (iv) for 2020, this group includes Mr. Cavellier, Mr. Erdbruegger, Mr. Appelbaum, Mark Campbell, and Gary Langfitt. Mr. Resch was appointed CEO effective April 2023 upon Mr. Brunngraber’s retirement from CEO. Mr. Normile was appointed as CFO effective March 2021 upon the retirement of Mr. Appelbaum from this position. Mr. Appelbaum continued to receive compensation from the Company as Executive Vice President until his retirement from the Company in August 2021. (6) The dollar amounts reported represent the average of the amounts of CAP paid to the named executive officers as a group, excluding Mr. Brunngraber in all years presented and Mr. Resch in 2024 and 2023, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the average of the actual amounts of compensation earned by or paid to these named executive officers during the reported year.

  73. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for Non-PEO NEOs (a) | Add: Change in Value of Stock Awards during Fiscal Year (b) | Deduct: Reported Change in Pension Value (c) | Add: Pension Service Cost (d) | Compensation Actually Paid | | 2024 | 621,522 | (22,923) | — | — | 598,599 | | 2023 | 623,075 | (28,179) | — | — | 594,896 | | 2022 | 823,621 | 84,837 | — | — | 908,458 | | 2021 | 699,339 | (3,207) | (9,004) | 31,430 | 718,558 | | 2020 | 783,715 | (105,790) | (215,306) | 49,603 | 512,222 |

  74. Pay Versus Performance Table

    (a) The reported Summary Compensation Table total compensation includes dividends paid or accrued on time-based restricted stock awards. (b) The “Change in Value of Stock Awards during Fiscal Year” for each applicable year include an amount calculated as follows: (i) deduction of grant date fair value of stock awards are reported in the Summary Compensation Table for the applicable year; (ii) addition of the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year; (iii) addition of an amount equal to the change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that were outstanding and unvested as of the end of the applicable year; (iv) addition of an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested in the applicable year; and (v) deduction of an amount equal to the fair value at the end of the prior fiscal year of any equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year. Adjustments made with respect to performance-based awards that vested or failed to vest in an applicable fiscal year were based on the achievement of performance goals during the applicable three-year performance period of 135.4%, 86.7%, 52.9%, 94.4%, and 117.3% in 2024, 2023, 2022, 2021, and 2020, respectively, as more fully discussed in the CD&A section of this Proxy Statement. The fair value information for all unvested equity awards is based on the target vesting percentage for performance-based stock awards. The amounts deducted or added in calculating the “Change in Value of Stock Awards during Fiscal Year” are as follows:

  75. Pay Versus Performance Table

    | Year | Grant Date Fair Value of Equity Awards Granted in Applicable Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value of Awards Granted in Prior Years that Vested in the Year that Failed to Meet Vesting Conditions | Total Equity Award Adjustments | | 2024 | (227,529) | 210,165 | (40,843) | (5,407) | 40,691 | (22,923) | | 2023 | (220,226) | 202,928 | (8,234) | 4,393 | (7,040) | (28,179) | | 2022 | (284,936) | 329,858 | 59,405 | 1,539 | (21,029) | 84,837 | | 2021 | (251,398) | 245,357 | 2,169 | 3,458 | (2,793) | (3,207) | | 2020 | (198,945) | 143,298 | (54,099) | (7,799) | 11,755 | (105,790) |

  76. Pay Versus Performance Table

    (c) For 2020, the amount reported represents the aggregate change in actuarial present value of accumulated benefits under the Company’s defined benefit pension plan and SERP, where applicable, as reported in the Summary Compensation Table for Mr. Appelbaum, Mr. Campbell, and Mr. Langfitt. For 2021, the amount reported represents the aggregate change in actuarial present value of accumulated benefits under the Company’s defined benefit pension plan and SERP, where applicable, as reported in the Summary Compensation Table for Mr. Appelbaum. For 2022, 2023 and 2024, there are no changes in pension value included in the reported averages for the remaining non-PEO named executive officers in the reported fiscal years, as the Company’s pension plan and SERP were frozen prior to their dates of hire. (d) For 2020, the amount reported represents the service cost for the SERP and qualified pension plan for Mr. Appelbaum, Mr. Campbell, and Mr. Langfitt. For 2021, the amount reported represents the service cost for the SERP and qualified pension plan for Mr. Appelbaum. For 2022, 2023 and 2024, there was no service cost for the SERP and qualified pension plan for the remaining non-PEO named executive officers in the reported fiscal years, as the Company’s pension plan and SERP were frozen prior to their dates of hire. (7) The values disclosed in this Total Shareholder Return (TSR) column represent the measurement period value of an investment of $100 in Cass stock as of December 31, 2019 and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. (8) Given the Company’s unique operating structure with operations in banking, fintech, and business services, the Company has historically elected to compare its cumulative TSR to the cumulative TSR of both the Nasdaq US Benchmark Computer Services TR Index and the NASDAQ Banks Index. (9) Diluted Earnings per Share and Return on Average Equity are equally weighted and selected as the most important performance measurements for the current year other than net income which is also presented in the table. The Company uses net income for purposes of evaluating Company performance as it relates to payouts under the profit-sharing bonus program. The Company uses ROE and diluted EPS, weighted equally, in evaluating the achievement of performance goals for purposes of LTIC payouts.

  77. Stock Vested

    Stock Vested The following table sets forth the vesting of restricted stock during 2024 for the named executive officers.

  78. Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Martin H. Resch | 8,333 | 366,569 | | Michael J. Normile | 9,643 | 426,231 | | James M. Cavellier | 6,052 | 266,277 | | Matthew S. Schuckman | 3,035 | 133,510 | | Dwight D. Erdbruegger | 6,302 | 277,225 |

  79. Stock Vested

    (1) Represents gross amount of shares acquired upon vesting of time and performance-based restricted stock and RSUs, without netting any shares surrendered to pay taxes. (2) Value is determined by applying the market value of the stock on the vesting date to the number of shares or units vested.