Cass Information Systems Inc. Announces Annual Meeting of Shareholders on April 16, 2024

TL;DR

<b>Cass Information Systems, Inc. will hold its Annual Meeting of Shareholders on April 16, 2024, to elect directors, vote on executive compensation, and ratify the appointment of its auditor.</b>

AI Summary

CASS INFORMATION SYSTEMS INC (CASS) filed a Proxy Statement (DEF 14A) with the SEC on March 7, 2024. The Annual Meeting of Shareholders for Cass Information Systems, Inc. will be held on April 16, 2024. Shareholders will vote on the election of three directors for three-year terms. A non-binding advisory vote on executive compensation will be held. The appointment of KPMG LLP as the independent registered public accounting firm for 2024 will be ratified. The record date for determining shareholders entitled to vote is March 1, 2024.

Why It Matters

For investors and stakeholders tracking CASS INFORMATION SYSTEMS INC, this filing contains several important signals. Shareholders have the opportunity to influence board composition and executive pay through their votes. The ratification of KPMG LLP as auditor provides insight into the company's governance and financial oversight.

Risk Assessment

Risk Level: low — CASS INFORMATION SYSTEMS INC shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director elections and executive compensation.

Key Numbers

• April 16, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• March 1, 2024 — Record Date (Date for determining shareholders entitled to vote)
• 3 — Directors to Elect (Number of directors to be elected for three-year terms)
• 2024 — Fiscal Year for Auditor (Year for which KPMG LLP is appointed as auditor)

Key Players & Entities

• CASS INFORMATION SYSTEMS INC (company) — Registrant
• KPMG LLP (company) — independent registered public accounting firm
• April 16, 2024 (date) — Annual Meeting date
• March 1, 2024 (date) — record date
• The Bogey Club (location) — Annual Meeting location
• 9266 Clayton Road, Saint Louis, Missouri 63124 (location) — Annual Meeting address
• 314-506-5500 (phone) — Business phone
• 12444 POWERSCOURT DRIVE (address) — Business address

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Shareholder Participation [low — operational]: Ensuring sufficient shareholder participation and voting is crucial for the validity of meeting outcomes.
• Auditor Appointment Ratification [low — financial]: Shareholder approval of the independent auditor is a key governance step.

Industry Context

Cass Information Systems, Inc. operates in the business services sector, providing information processing and payment solutions.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the company's executive compensation practices and the advisory vote proposal.
3. Confirm the ratification of KPMG LLP as the independent auditor for fiscal year 2024.

Key Dates

• 2024-04-16: Annual Meeting of Shareholders — Election of directors, advisory vote on executive compensation, and ratification of auditor appointment.
• 2024-03-01: Record Date — Determines shareholders eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This filing is a DEF 14A proxy statement, indicating a routine annual shareholder meeting notice and solicitation of proxies.

Filing Documents

• ea0201162-01.htm (DEF 14A) — 1962KB
• tbarchart_001.jpg (GRAPHIC) — 416KB
• tbarchart_002.jpg (GRAPHIC) — 362KB
• tbarchart_003.jpg (GRAPHIC) — 333KB
• tbarchart_004.jpg (GRAPHIC) — 352KB
• tbarchart_005.jpg (GRAPHIC) — 276KB
• tmatthew_sig.jpg (GRAPHIC) — 25KB
• tpiechart_001.jpg (GRAPHIC) — 269KB
• tpiechart_002.jpg (GRAPHIC) — 204KB
• tproxy_001.jpg (GRAPHIC) — 904KB
• tproxy_002.jpg (GRAPHIC) — 1026KB
• 0001174947-24-000300.txt (&nbsp;) — 12172KB
• cass-20231231.xsd (EX-101.SCH) — 8KB
• cass-20231231_def.xml (EX-101.DEF) — 9KB
• cass-20231231_lab.xml (EX-101.LAB) — 16KB
• cass-20231231_pre.xml (EX-101.PRE) — 15KB
• ea0201162-01_htm.xml (XML) — 382KB

Executive Compensation

Executive Compensation 23 Compensation Discussions and Analysis 23 Committee Review of Executive Compensation 26 Shareholder Feedback on Say on Pay 27 Role of the Compensation Committee's Independent Consultant 27 Executive Summary of Results 27 CEO Pay Ratio 35 Post-Fiscal Year Compensation Actions 37 Compensation Committee Report 39 Executive Officers 39 Summary Compensation Table 40 Outstanding Equity Awards at Fiscal Year-End 43 Pay Versus Performance Table 44 SAR's Exercised and Stock Vested 50 Pension Benefits 51 52 Directors and Officers 52 Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm 54 Shareholder Proposals for the 2025 Annual Meeting 56 Other Matters; Householding; Availability of Proxy Materials 57 3 Proxy Statement Cass Information Systems, Inc . 12444 Powerscourt Drive, Suite 550 St. Louis, Missouri, 63131 Proxy Statement Annual Meeting of Shareholders to be held April 16, 2024 This Proxy Statement is being furnished to the common shareholders of Cass Information Systems, Inc. (the Company) on or about March 7, 2024 in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the Board) for use at the annual meeting of shareholders (the Annual Meeting) to be held on April 16, 2024 at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting, and at any adjournment of that meeting. Holders of common stock, par value $.50 per share, of the Company at its close of business on March 1, 2024 (the Record Date) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, there were 13,631,684 shares of common stock outstanding and entitled to vote at the Annual Meeting. Holders of record of common stock are entitled to one vote per share of common stock they held of record on the Record Date on each matter that may pro

View Full Filing

View this DEF 14A filing on SEC EDGAR