UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 4, 2021, the Board of Directors of Cass Information Systems, Inc. (the “Company”) appointed Michael J. Normile to serve as the Company’s Executive Vice President and Chief Financial Officer. Mr. Normile succeeds P. Stephen Appelbuam, who has served in these positions since 2006 and effective with Mr. Normile’s appointment, has transitioned to a role as Executive Vice President until his pending retirement from the Company anticipated later in 2021.
Mr. Normile, 45, is a certified public accountant and joined the Company as Senior Vice President of Corporate Finance in January 2021 from First Bank (FB Corporation), where he served as Chief Financial Officer since 2015 and as Controller and director of profit improvement and strategic development since 2007. Prior to First Bank, Mr. Normile served in various capacities at KPMG LLP for nine years, including Senior Manager in the financial services audit practice. Mr. Normile is a Director, Treasurer, and Executive Committee member of the Foster & Adoptive Care Coalition.
As the Company’s principal financial and accounting officer, Mr. Normile will receive an annual base salary of $300,000 and is eligible to receive an annual bonus of up to 50% of his annual base salary based on the achievement of individual and Company performance-based objectives established by the Company’s Compensation Committee in connection with the Company’s profit sharing program. Mr. Normile is entitled to participate in the Company’s long-term incentive compensation and other employee benefit plans, programs and policies on the same terms as the Company’s other executive officers. Further information about the Company’s executive compensation program is discussed in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 9, 2020.
Mr. Normile has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding with any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationship required to be disclosed pursuant to Item 401(d) of Regulation S-K.
On March 4, 2021, the Company issued a press release announcing Mr. Normile’s appointment and Mr. Appelbaum’s transition. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Cass Information Systems, Inc. dated March 4, 2021. | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 4, 2021
| CASS INFORMATION SYSTEMS, INC. | ||
| By: | /s/ Eric H. Brunngraber | |
| Name: | Eric H. Brunngraber | |
| Title: | Chairman of the Board, President and Chief Executive Officer | |
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Exhibit 99.1
| NEWS RELEASE | March 4, 2021 |
Contact: Contact Kenn Entringer at Casey Communications, Inc., (314) 721-2828
kentringer@caseycomm.com
Cass Information Systems, Inc. Names
Michael J. Normile New Chief Financial Officer
ST. LOUIS – Cass Information Systems, Inc. (Nasdaq: CASS), the leading provider of transportation, energy, telecom and waste invoice payment and information services, has tabbed Michael J. Normile as its new executive vice president (EVP) and chief financial officer (CFO). Normile, 45, succeeds P. Stephen Appelbaum, Cass EVP and CFO since 2006. Appelbaum, 63, will help manage the transition in coming months before retiring later this year.
Normile comes to Cass from FB Corporation/First Bank where he had been CFO since 2015. Normile joined First Bank in 2007 as controller and director of profit improvement and strategic development.
Prior to joining First Bank, Normile was a senior manager in the financial services audit practice of the St. Louis office of KPMG LLP for nine years. Cass was a client of KPMG during his tenure.
“Mike’s earlier exposure to Cass gives him a valuable perspective on where our company was compared to where it is today,” said Eric H. Brunngraber, Cass chairman and chief executive officer. “Additionally, his contributions to another well-respected St. Louis based company in First Bank are notable. We believe Mike is a great cultural fit for Cass and his experiences will contribute to our success, near term and in the future.”
Normile earned his bachelor’s degree in accounting from Saint Louis University and is a certified public accountant.
Normile is a director, executive committee member and treasurer of the St. Louis Foster and Adoptive Care Coalition. He is also a five-time consecutive winner of the Biz Dash 5k CEO Challenge.
About Cass Information Systems
Cass Information Systems, Inc. is a leading provider of integrated information and payment management solutions. Cass enables enterprises to achieve visibility, control and efficiency in their supply chains, communications networks, facilities and other operations. Disbursing more than $60 billion annually on behalf of clients, and with total assets of $2.0 billion, Cass is uniquely supported by Cass Commercial Bank. Founded in 1906 and a wholly owned subsidiary, Cass Bank provides sophisticated financial exchange services to the parent organization and its clients. Cass is part of the Russell 2000®. More information is available at www.cassinfo.com.
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