Cass Info Systems awards RSUs to named executives, amends bylaws to declassify board

CASS INFORMATION SYSTEMS INC

Board grants 8,303 time-based and 12,455 performance-based RSUs to CEO Martin Resch; other NEOs get proportional awards.
Bylaws amended to declassify board: directors elected at 2025 annual meeting will serve one-year terms, full declassification by 2027.
Advance notice requirements for shareholder proposals and director nominations enhanced, including disclosure of interests and proxy intentions.
RSUs cliff-vest after three years; performance-based RSUs (60%) tied to EPS and ROE goals, payout 0%-150% of target.
Dividend equivalents accrue on time-based RSUs; no dividends on unearned performance-based RSUs.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CASS INFORMATION SYSTEMS INC: Board declassified by transitioning from three-class staggered board to annual election of all directors by 2027; updated advance notice requirements for shareholder proposals and director nominations (effective 2025-01-21).

Change: bylaw amendment
Effective: 2025-01-21

Exact text from the filing

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 principal changes: Declassification of the Board.

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Source: SEC EDGAR

accession 0000708781-25-000004

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