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.

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