Cass Information Systems (CASS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2025, to elect four directors, hold an advisory vote on executive compensation, and ratify KPMG LLP as auditor for 2025.

• Board and management collectively control about 3.16% of outstanding shares as of the record date.

• Proxy materials and annual reports are available online, and shareholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors for one-year terms, a non-binding say-on-pay for executive compensation, and ratification of KPMG LLP as auditor.

• Shareholder proposals for the 2026 meeting must be submitted between January 15 and February 14, 2026.

Board of directors and corporate governance

• Board size is 12, with a transition to annual elections for all directors by 2027.

• Board is 83% independent, with 25% female and 8% racially/ethnically diverse members.

• Annual self-assessments and committee evaluations are conducted to improve effectiveness.

• Board leadership includes an Executive Chairman (former CEO) and a Lead Independent Director.

• Three standing committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.