CASS INFORMATION SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on
April 16, 2007
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Cass Information Systems, Inc. will be
held at the location specified below on Monday, April 16, 2007, at 11:00 a.m.
local time, for the following purposes:
1. To elect five directors, four to serve for a three-year term and one to
serve for a two-year term;
2. To approve the 2007 Omnibus Incentive Stock Plan;
3. To ratify the appointment of KPMG LLP as the independent registered public
accounting firm for 2007; and
4. To act upon such other matters as may properly come before the meeting.
The close of business on March 5, 2007 has been fixed as the record date for
determining shareholders entitled to notice of and to vote at the Annual
Meeting.
This year's Annual Meeting will be held at The Charles F. Knight Executive
Education Center, Room 210, Olin School of Business at Washington University,
One Brookings Drive, St. Louis, Missouri 63130. For your reference, a map is
provided inside the back cover of this Proxy Statement.
Please note that you will be required to present an admission ticket to
attend the Annual Meeting. Your admission ticket is attached to your proxy card.
If your shares are held in the name of a broker, trust, bank or other nominee,
you can request an admission ticket by contacting our Investor Relations
Department at (314) 506-5500.
By Order of the Board of Directors,
/s/ P. Stephen Appelbaum
P. Stephen Appelbaum
Secretary
March 16, 2007
Bridgeton, Missouri
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER
OR NOT YOU INTEND TO BE PRESENT, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED
AND VOTED AT THE ANNUAL MEETING. YOU CAN VOTE YOUR SHARES BY ONE OF THE
FOLLOWING METHODS: VOTE OVER THE INTERNET OR BY TELEPHONE USING THE INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, OR MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD. THE PRESENCE, IN PERSON OR BY PROPERLY EXECUTED PROXY, OF A MAJORITY
OF THE COMMON STOCK OUTSTANDING ON THE RECORD DATE IS NECESSARY TO CONSTITUTE A
QUORUM AT THE ANNUAL MEETING.
CASS INFORMATION SYSTEMS, INC.
13001 Hollenberg Drive
Bridgeton, Missouri 63044
PROXY STATEMENT
Annual Meeting of Shareholders
to be held April 16, 2007
This Proxy Statement is being furnished to the common shareholders of Cass
Information Systems, Inc. (the Company) on or about March 16, 2007 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, 2007 at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting, and at any adjournment
or postponement of that meeting.
Holders of common stock, par value $.50 per share, of the Company at its
close of business on March 5, 2007 (the Record Date) are entitled to receive
notice of and vote at the Annual Meeting. On the Record Date 8,367,489 shares of
common stock were 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 properly
come before the Annual Meeting. Company management and members of the Board, in
the aggregate, directly or indirectly controlled approximately 14% of the common
stock outstanding on the Record Date.
Shareholders of record on the Record Date are entitled to cast their votes in
person or by properly executed proxies at the Annual Meeting. The presence, in
person or by properly executed proxy, of a majority of the shares of common
stock outstanding on the Record Date is necessary to constitute a quorum at the
Annual Meeting. If a quorum is not present at the time the Annual Meeting is
convened, the Company may adjourn or postpone the Annual Meeting.
If a quorum is present, the affirmative vote of a majority of the shares
entitled to vote which are present in person or represented by proxy at the
Annual Meeting is required to elect directors, to approve the 2007 Omnibus
Incentive Stock Plan, to ratify the appointment of KPMG LLP as the Company's
independent registered public accounting firm for 2007, and to act on any other
matters properly brought before the meeting. Shareholders may not cumulate their
votes in the election of directors.
Shares represented by proxies which are marked or voted (i) "withheld" for
the election of the Board's director nominees, (ii) "abstain" on the proposals
to approve the 2007 Omnibus Incentive Stock Plan and to ratify the appointment
of the Company's independent registered public accounting firm, or (iii) to deny
discretionary authority on other matters will be counted for the purpose of
determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby were
voted against such nominee or nominees, against the proposals to approve the
2007 Omnibus Incentive Stock Plan and to ratify the appointment of the Company's
independent registered public accounting firm, and against such other matters,
respectively. Shares held by brokers that do not have discretionary authority to
vote on a proposal and have not received voting instructions from their clients
are considered "broker non-votes." Broker non-votes are considered present or
represented for purposes of determining a quorum but are not counted or deemed
to be present or represented for the purpose of determining whether shareholders
have approved that proposal. The inspector of elections appointed for the
meeting will separately tabulate and certify affirmative and negative votes,
abstentions and broker non-votes.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the Annual Meeting, a written
notice of revocation bearing a date later than the date of the proxy, (ii) duly
executing and dating a subsequent proxy relating to the common stock and
delivering it to the Secretary of the Company at or before the vote is taken at
the Annual Meeting or (iii) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice revoking a proxy, or any subsequent
proxy should be sent to Cass Information Systems, Inc., Attn: P. Stephen
Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.
All common stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked will
be voted at the Annual Meeting in accordance with the instructions indicated in
such proxies. If no instructions are indicated, such proxies will be voted FOR
the election of the Board's director nominees, FOR the approval of the 2007
Omnibus Incentive Stock Plan, and FOR the ratification of the appointment of
KPMG LLP as the Company's independent registered public accountants for 2007.
The Board does not know of any matters other than the matters described in the
Notice of Annual Meeting attached to the Proxy Statement that will come before
the Annual Meeting.
The Board solicits the proxies. In addition to the use of the mails, proxies
may be solicited personally or by telephone or electronic transmission by
directors, officers or regular employees of the Company. It is contemplated that
brokerage houses, custodians, nominees and fiduciaries will be requested to
forward the soliciting material to the beneficial owners of common stock held of
record by such persons, and will be reimbursed by the Company for expenses
incurred therewith. The cost of solicitation of proxies will be borne by the
Company.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board consists of twelve members and is divided into three
classes of four directors each. Each director is elected for a three-year term,
and the term of each class of directors expires in successive years.
In addition to incumbent directors Lawrence A. Collett, Wayne, J. Grace and
Andrew J. Signorelli, whose terms are set to expire in 2007, the Board, upon
recommendation by the Nominating and Corporate Governance Committee, has
nominated two new individuals for election to the Board. James J. Lindemann has
been nominated for a full three-year term to replace Irving A. Shepard, whose
term as director expires at the 2007 annual meeting and is not standing for
re-election. As anticipated in last year's proxy statement and in accordance
with the Board's policy for director retirement age, Robert J. Bodine will
retire from the Board effective at this Annual Meeting. John L. Gillis, Jr. has
been nominated to serve the remainder of Mr. Bodine's term, which is set to
expire in 2009. Both Messrs. Lindemann and Gillis were recommended to the
Nominating and Corporate Governance Committee by non-management directors and
the Chief Executive Officer (CEO). The Company anticipates that Harry J. Krieg,
a director whose term expires in 2009, will retire from the Board effective with
the Annual Meeting of shareholders in 2008.
The following information is submitted respecting the nominees for election
to the Board, together with the members of the Board whose terms will continue
after the Annual Meeting:
Nominees to serve until 2010:
Lawrence A. Collett .......... Mr. Collett, 64, has been a director since 1983. He has been the CEO and
Chairman of the Board of the Company since 1990 and 1992, respectively. He
began his career with the Company in 1963 and served as Executive Vice
President from 1974 to 1983 and President from 1983 to 1990. He has held
numerous positions with civic, charitable, and church-related institutions.
Mr. Collett is a current member of the St. Louis Regional Business Council.
Wayne J. Grace ............... Mr. Grace, 66, has been a director since 2003. In November 2005, he retired
from the position of Managing Director of UHY Advisors, Tax and Business
Consultants, a position he held since 2004. He was the founder and Managing
Director of Grace Advisors, Inc. from 1983 to 2004. From 1966 to 1983, he was
the Managing Partner of the St. Louis, Missouri office of Fox & Company,
where he served as a member of the National Consulting Services Steering
Committee. Mr. Grace served on the Board of Managers for the YMCA of the
Ozarks from 1985 to 2005. Mr. Grace became a director of Siegel-Robert, Inc.
in 2006. Mr. Grace is a Certified Public Accountant.
James J. Lindemann ........... Mr. Lindemann, 51, is a new director-nominee. He is Executive Vice President
of Emerson Electric Co., a publicly traded manufacturing company based in
St. Louis, Missouri. Mr. Lindemann joined Emerson in 1977, where he held a
number of increasingly responsible engineering and marketing positions with its
Specialty Motor division. In 1992, he was named President of Commercial Cam,
and in 1995, he was named President of the Emerson Appliance Motor division.
In 1996, Mr. Lindemann was promoted to Chairman and CEO of the Emerson
Motor Co. He was named Senior Vice President of Emerson in 1999 and
Executive Vice President in 2000. Mr. Lindemann has served on the Emerson
Advisory Board since 2000 and has been a board member of the CEO Forum
since 2003.
Andrew J. Signorelli ......... Mr. Signorelli, 67, has been a director since 1986. He currently serves as CEO of
Hope Educational & Research Center, founded in 1972. He has also served as
Administrator for St. Louis University Association from 1963 to 1965 and Faith
Hospital Association from 1965 to 1986. Mr. Signorelli is a member of the
Board of Directors for Hope Educational & Research Centers as well as various
other private corporations located in the St. Louis, Missouri area.
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Nominee to serve until 2009:
John L. Gillis, Jr. ......... Mr. Gillis, 67, is a new director-nominee. Mr. Gillis serves as senior counsel to
the law firm of Armstrong Teasdale LLP. Mr. Gillis began his career as an
associate with Armstrong Teasdale LLP in 1968 and served as partner with the
firm from 1975 to December 2006. Mr. Gillis is a member of the American Bar
Association, Missouri Bar Association and Bar Association of Metropolitan
St. Louis. He has been active in various civic and charitable organizations in the
St. Louis, Missouri area, and currently serves as Chairman of the Board of
Directors for Aquinas Institute of Theology.
The Company's Board recommends a vote FOR the five nominees for election to the
Board of Directors.
Directors to serve until 2009:
Robert A. Ebel ................. Mr. Ebel, 51, has been a director since 2006. He is a director and CEO of
Universal Printing Company, a privately held printing company headquartered
in St. Louis, Missouri. Mr. Ebel currently serves on the Board of the St. Louis
Graphic Arts Joint Health and Welfare Fund and is active in various civic and
charitable organizations in the St. Louis, Missouri area.
Harry J. Krieg ................. Mr. Krieg, 82, has been a director since 1962. He is Chairman Emeritus of the
Company's Board. He began his career with the Company in 1955. He served as
the President of Cass Bank & Trust Company (presently known as Cass Commercial
Bank, the banking subsidiary of the Company) from 1964 to 1969. Mr. Krieg also
served Cass Commercial Corporation (the predecessor name of the Company) as CEO
from 1969 to 1990 and Chairman of the Board from 1974 to 1992.
Franklin D. Wicks, Jr. ......... Dr. Wicks, 53, has been a director since 2006. He is President of Fine Chemical
Division of Sigma-Aldrich Corporation, located in St. Louis, Missouri. Dr. Wicks
has worked for Sigma-Aldrich since 1982, beginning as a research chemist and
subsequently working in marketing, as President of Sigma Chemical and Vice
President of Worldwide Operations, Sigma-Aldrich. Prior to his current position,
he served as President, Scientific Research Division, Sigma-Aldrich from 1999 to
2002 and was responsible for operations in 34 countries. After receiving his
Ph. D., Dr. Wicks served four years on the staff of the Navigators at the Air
Force Academy and at the University of Colorado at Boulder before joining
Sigma-Aldrich. He is currently a member of the CEO Forum, and serves on the
Advisory Board of Covenant Theological Seminary.
Directors to serve until 2008:
K. Dane Brooksher ......... Mr. Brooksher, 68, has been a director since 2005. He is Chairman of the Board
of ProLogis, a leading provider of distribution facilities. He has been with
ProLogis since 1993 and has held positions including Chief Operating Officer
(COO), Co-Chairman and CEO. Prior to joining ProLogis, he spent over 32 years
with KPMG LLP, serving as the managing partner for the Mid-West area and the
Chicago office, as well as serving on the firm's Board of Directors, Management
Committee and as International Development Partner. Mr. Brooksher is currently
a director of Qwest Communications International, Inc. and Pactiv Corporation.
He is a member of the Advisory Board of the J. L. Kellogg Graduate School of
Management, Northwestern University, and a member of the Board of the College
of William and Mary Mason School of Business Foundation.
4
Eric H. Brunngraber ............. Mr. Brunngraber, 50, has been a director since 2003. Mr. Brunngraber has
served as President and COO of the Company since May 2006. Prior to May
2006, Mr. Brunngraber served as Chief Financial Officer (CFO) of the Company
since 1997. He has held numerous positions with the Company since his
employment began in 1979, including Executive Vice President-Secretary of
Cass Commercial Bank, the Company's bank subsidiary. Mr. Brunngraber has
been active in various civic, charitable, professional and church-related
organizations in the St. Louis, Missouri area.
Bryan S. Chapell ................ Dr. Chapell, 52, has been a director since 1998. Dr. Chapell joined the faculty
of Covenant Theological Seminary in 1985, and has served as seminary President
since 1994. Dr. Chapell has obtained degrees from Northwestern University,
Covenant Theological Seminary and Southern Illinois University and has
authored numerous books and publications.
Benjamin F. Edwards, IV ......... Mr. Edwards, 51, has been a director since 2005. He has been with A. G.
Edwards & Sons, Inc., a national investment firm, since 1977. He is currently
the branch manager of the firm's Town & Country, Missouri office. He has also
been a member of the Board of Directors of A. G. Edwards since 1994. During
his career with A. G. Edwards, he has held positions including Employment
Manager, Financial Advisor, Associate Branch Manager, Regional Officer,
Director of Sales and Marketing and President. He serves on the Advisory
Boards of Sunshine Missions, and Bethesda Hospital and Homes. Mr. Edwards
is a board member of The Missouri Historical Society.
CORPORATE GOVERNANCE
The Company's Board oversees and guides the Company's management and its
business. Committees support the role of the Board on issues that benefit from
consideration by a smaller, more focused subset of directors. All committee
members are elected by and serve at the pleasure of the Board.
Independence
Based on the independence standards as defined by the marketplace rules of
The Nasdaq Stock Market, Inc. (Nasdaq), the Board has determined in its business
judgment that each of the following directors and director-nominees are
independent as such term is defined in the Nasdaq listing standards: Messrs.
Bodine, Brooksher, Chapell, Ebel, Edwards, Gillis, Grace, Krieg, Lindemann,
Shepard, Signorelli and Wicks. In addition, each of the members of the Audit
Committee meets the heightened independence standards set forth in the SEC rules
and the Nasdaq listing standards. As further required by Nasdaq rules, the Board
has made a subjective determination as to each independent director that no
relationships exist which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. In making these determinations, the directors reviewed and discussed
information provided by the directors and the Company with regard to each
director's business and personal activities as they may relate to the Company
and management. In evaluating and determining Mr. Gillis' independence, the
Board considered Mr. Gillis' relationship with Armstrong Teasdale, a law firm
that provides legal services to the Company. Mr. Gillis was a partner at
Armstrong Teasdale until December 2006. Beginning January 1, 2007, Mr. Gillis is
employed as a senior counsel at Armstrong Teasdale.
Board Meetings and Committees of the Board
During 2006, the Board began meeting on a quarterly basis. There were four
meetings of the Board in 2006. All directors attended at least 75% of the
aggregate number of meetings of the Board and committees on which they served.
The Company's directors are encouraged, but not required, to attend the
Company's Annual Meeting. In 2006, seven directors attended the Annual Meeting.
5
The following table represents the membership and number of meetings in 2006
(in parentheses) of the standing committees of the Board, each of which is
composed entirely of independent directors, as defined by Nasdaq rules:
Nominating and Corporate
Audit (5) Governance (8) Compensation (5)
- ---------------------------- ------------------------- ----------------------
Wayne J. Grace* Bryan S. Chapell Robert J. Bodine
Harry J. Krieg Wayne J. Grace K. Dane Brooksher
Irving A. Shepard Harry J. Krieg* Irving A. Shepard
Andrew J. Signorelli*
In January 2007, the Board determined the 2007 committee membership to be as
follows:
Nominating and Corporate
Audit Governance Compensation
- -------------------------- ------------------------- ------------------------
Robert A. Ebel Bryan S. Chapell K. Dane Brooksher*
Wayne J. Grace* Wayne J. Grace Benjamin F. Edwards, IV
Harry J. Krieg Harry J. Krieg* Andrew J. Signorelli
Frank D. Wicks
- ------------
*Committee Chairman
Audit Committee
The Audit Committee operates pursuant to a written charter that is approved
by the Board and available on the Company's website at www.cassinfo.com. The
Audit Committee oversees the accounting and financial reporting processes of the
Company and the audits of the Company's financial statements. The Audit
Committee is responsible for appointing, determining funding for and overseeing
the independent registered public accountants for the Company, and meeting with
the independent registered public accountants and other corporate officers to
review matters relating to corporate financial reporting and accounting
procedures and policies. Among other responsibilities, the Audit Committee
reviews financial information provided to shareholders and others, assesses the
adequacy of financial and accounting controls and evaluates the scope of the
audits of the independent registered public accountants and reports on the
results of such reviews to the Board. In addition, the Audit Committee assists
the Board in its oversight of the performance of the Company's internal
auditors. The Audit Committee meets with the internal auditors on a quarterly
basis to review the scope and results of such services. The Board has determined
that Mr. Grace and Mr. Krieg, each of whom the Board has determined to be
independent, qualify as "audit committee financial experts", as defined by the
Securities and Exchange Commission (SEC) and in accordance with the Nasdaq
listing rules.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee operates pursuant to a
written charter that is approved by the Board and available on the Company's
website at www.cassinfo.com. The Nominating and Corporate Governance Committee
is responsible for identifying individuals qualified to become members of the
Board, recommending director-nominees and developing and addressing corporate
governance principles and issues applicable to the Company and its subsidiaries.
In recommending director-nominees to the Board, the Nominating and Corporate
Governance Committee solicits candidate recommendations from its own members,
other directors and management. In evaluating candidates, the Nominating and
Corporate Governance Committee takes into consideration such factors as it deems
appropriate, including any legal requirements or listing standards requirements.
The Nominating and Corporate Governance Committee considers a candidate's
judgment, skills, diversity, experience with businesses and other organizations
of comparable size, the interplay of the candidate's experience with the
experience of other Board members, and the extent to which the candidate would
be a desirable addition to the Board and any committees of the Board. In
general, no person who will have reached the age of 80 prior to election date
may be nominated for election or re-election to the Board. It is also the
Board's practice to limit new directors to no more than two per year in order to
maintain Board continuity.
6
Although the Nominating and Corporate Governance Committee does not
specifically solicit suggestions for possible candidates from shareholders, the
Nominating and Corporate Governance Committee will consider candidates meeting
the criteria set by the Nominating and Corporate Governance Committee, with the
concurrence of the full Board. The criteria will be re-evaluated periodically
and will include those criteria set out in the Nominating and Corporate
Governance Committee's charter. Suggestions, together with a description of the
proposed nominee's qualifications, other relevant biographical information and
an indication of the willingness of the proposed nominee to serve, should be
sent to the Cass Information Systems, Inc., Attn: P. Stephen Appelbaum,
Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.
Compensation Committee
The Compensation Committee operates pursuant to a written charter that is
approved by the Board and available on the Company's website at
www.cassinfo.com. The Compensation Committee discharges the Board's
responsibilities relating to compensation of the Company's directors, CEO and
other executives. The Compensation Committee also has overall responsibility for
approving, evaluating and administering the compensation plans, policies and
programs of the Company.
Compensation Processes and Procedures
The Compensation Committee establishes and administers the Company's
executive compensation programs and benefits. While the Compensation Committee
may seek input and recommendations from the CEO, CFO, COO or the Vice President
of Human Resources concerning all elements of executive and director
compensation, and confer with them on compensation philosophies, all significant
matters regarding compensation for executives are independently considered and
decided by the Compensation Committee without the voting of any officer of the
Company or its subsidiaries. The Compensation Committee annually reviews
corporate goals and objectives relative to the CEO's compensation and determines
the CEO's compensation level based on this evaluation, subject to Board
approval. The Compensation Committee is responsible for recommending to the
Board salary levels and incentive stock compensation for executive officers of
the Company, and the overall levels of salary compensation for all Company
employees. The responsibility for determining cash bonuses for other executive
officers is delegated to the CEO.
Periodically, the Company uses compensation specialists to assist in
designing or modifying some components of its overall compensation program and
to provide comparison data of compensation levels at other organizations with
which the Company competes for executive management talent. In such
circumstances, the Compensation Committee does not rely solely on survey data or
the consultant's judgment or recommendation, but gives consideration to such
data when exercising its judgment in evaluating the Company's compensation
program.
In evaluating the cash and total compensation for senior executive management
for 2006, the Compensation Committee engaged the services of Mercer Human
Resource Consulting and also utilized other sources of compensation information
for comparison to compensation levels at companies performing in industries
similar to those of the Company. In 2006, at the Compensation Committee's
request, the Company engaged the services of Longnecker and Associates to
provide the Committee with design recommendations on a long-term incentive
compensation plan. At the recommendation of the Compensation Committee, the
Board approved the 2007 Omnibus Incentive Stock Plan and recommended it be
submitted to the shareholders for approval at the Annual Meeting. This plan is
described more fully under Proposal 2 -- Approval of 2007 Omnibus Incentive
Stock Plan, and included in its entirety in Appendix A.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is, or was during the year ended
December 31, 2006 an officer, former officer or employee of the Company or any
of its subsidiaries, or a person having a relationship requiring disclosure by
the Company pursuant to Item 404 of SEC Regulation S-K. No executive officer of
the Company served as a member of (i) the compensation committee of another
entity of which one of the executive officers of such entity served on the
Company's Compensation Committee or (ii) the board of directors of another
entity
7
of which one of the executive officers of such entity served on the Company's
Board, during the year ended December 31, 2006.
Code of Conduct and Business Ethics
The Company has adopted a Code of Conduct and Business Ethics policy,
applicable to all Company directors, executive officers and employees. This
policy is publicly available and can be viewed on the Company's website at
www.cassinfo.com.
Certain Relationships and Related Party Transactions
Some of the directors and executive officers of the Company, and members of
their immediate families and firms and corporations with which they are
associated, have had transactions with the Company's subsidiary bank, including
borrowings and investments in depository accounts. All such loans and
investments have been made in the ordinary course of business, and on
substantially the same terms, including interest rates charged or paid and
collateral required, as those prevailing at the same time for comparable
transactions with unaffiliated persons, and did not involve more than the normal
risk of collectability or present other unfavorable features.
As provided by the Audit Committee's charter, the Audit Committee must review
and approve all transactions between the Company and any related person that are
required to be disclosed pursuant to Item 404 of Regulation S-K. "Related
person" and "transaction" shall have the meanings given to such terms in Item
404 of Regulation S-K, as amended from time to time.
Communications with the Board of Directors
The Board has established processes by which shareholders can communicate
with the Board. Shareholders may communicate with any and all members of the
Board by transmitting correspondence to the following address or fax number:
Cass Information Systems, Inc.
Name of Director(s)
Attn: P. Stephen Appelbaum, Secretary
13001 Hollenberg Drive
Bridgeton, Missouri 63044
(314) 506-5560 (fax)
The Secretary will forward all correspondence to the Chairman of the Board
(the Chairman) or the identified director as soon as practicable. Communications
that are abusive, in bad taste or that present a safety or security concern may
be handled differently. Correspondence addressed to the full Board will be
forwarded to the Chairman. As deemed necessary, the Chairman will present the
correspondence to the full Board or a committee thereof. If a response to the
communication is warranted, the content and method of the response may be
coordinated with the Company's legal counsel.
8
Director Compensation
Each director of the Company who is not an officer or employee of the Company
receives compensation for his services. The following represents the fee
structure for the year ended December 31, 2006 and as revised by the
Compensation Committee and approved by the Board for 2007:
2006 2007
--------- -------
Per Meeting Fees
Regular Board Meeting ............................. $2,100 $2,500
Board Committee Meeting:
Members ......................................... 400 500
Chairperson ..................................... 500 900
Annual Fees
Board Member Retainer ............................. 7,200 8,400
Board Committee Chairperson Retainer:
Audit ........................................... 7,200 10,000
Nominating and Corporate Governance ............. 4,800 7,000
Compensation .................................... 2,400 7,000
Restricted Stock Awards
Issued upon election to a three year term ......... 600 shares 900 shares
Restricted stock awards are issued under the Company's 1995 Restricted Stock
Bonus Plan. The shares carry voting and dividend rights, which are accumulated
by the Company and paid upon vesting. The shares are subject to a three-year
vesting schedule, with 1/3 of the shares vesting each year on the anniversary
date of the awards. The grant date of awards is set at the Board's discretion,
historically at the end of the month in which directors are elected.
Summary Compensation--Directors
The following table sets forth for each director: (i) the dollar value of
fees earned or paid; (ii) the compensation cost of restricted stock outstanding;
(iii) all other compensation; and (iv) the dollar value of total compensation.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(3) ($)(4) ($)(5) ($)
- ------------------------------------ ---------------- -------------- -------------- ---------
Robert J. Bodine ................... 16,200 7,067(6) 275 23,542
K. Dane Brooksher .................. 15,800 7,600 180 23,580
Bryan S. Chapell ................... 17,400 7,600 180 25,180
Robert A. Ebel (1) ................. 11,700 5,988(6) -- 17,688
Benjamin F. Edwards IV ............. 14,200 7,600 180 21,980
Thomas J. Fucoloro (2) ............. 5,300 1,079 275 6,654
Wayne J. Grace ..................... 35,500 4,002 174 39,676
Harry J. Krieg ..................... 34,600 7,067(6) 10,275(7) 51,942
Howard A. Kuehner (2) .............. 2,500 1,079 275 3,854
Irving A. Shepard .................. 18,200 3,572 174 21,946
Andy J. Signorelli ................. 29,100 3,572 174 32,846
Franklin D. Wicks, Jr. (1) ......... 11,700 5,988(6) -- 17,688
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) Elected to the Board of Directors on April 17, 2006.
(2) Retired from the Board of Directors on April 17, 2006.
9
(3) Represents fees paid during 2006 for services including Board Meeting and
Board Committee Meeting attendance, as well as retainers for Board
membership and Board Committee chairmanship.
(4) The aggregate number of shares of restricted stock awards outstanding at
December 31, 2006 (restated to reflect the 50% stock dividend paid by the
Company in September 2006) for each director was as follows:
Robert J. Bodine ............... 900
K. Dane Brooksher .............. 900
Bryan S. Chapell ............... 900
Robert A. Ebel ................. 900
Benjamin F. Edwards IV ......... 900
Thomas J. Fucoloro ............. --
Wayne J. Grace ................. 225
Harry J. Krieg ................. 900
Howard A. Kuehner .............. --
Irving A. Shepard .............. 225
Andy J. Signorelli ............. 225
Franklin D. Wicks, Jr. ......... 900
(5) Includes dividends paid on restricted stock awards at the time of vesting.
(6) Includes compensation costs of restricted stock awarded on April 30, 2006
(900 shares when restated for the 50% stock dividend paid by the Company in
September 2006) with a full grant date fair value of $26,946 and subject to
a three-year vesting period.
(7) Mr. Krieg receives an annual $10,000 non-qualified supplemental retirement
benefit related to prior employment with the Company.
Compensation Discussion and Analysis
Overview of Compensation Philosophy and Objectives
The Compensation Committee believes that the skill and dedication of
executive officers and other management personnel are critical factors affecting
the Company's long-term success in meeting its objectives and fostering growth
and profitability. In support of this, compensation programs have been designed
to attract and retain a high level of talented leadership, to reward performance
in accordance with results, provide an incentive for future performance and
align Company executives' long-term interests with those of the shareholders.
The overall compensation program is designed to result in compensation that
is commensurate with Company and individual performance. High levels of
performance should yield cash compensation which is competitive externally and
equitable internally. Incentive stock compensation should combine with cash
compensation to competitively reward high levels of performance, create an
incentive for attainment of longer-term objectives and provide a tool to retain
key management talent.
Executive compensation is comprised of three major components: (i) base
salary adjusted annually by the Compensation Committee, (ii) cash incentive
bonuses awarded based on individual and Company performance, and (iii) long-term
equity incentives awarded annually based on individual and Company performance.
The compensation mix of cash and long-term incentives for the CEO is similar to
that of other executive officers of the Company, and is believed to be
consistent with compensation provided to similar positions at comparable
organizations. The CEO is eligible to participate in all Company benefit
programs including those available to other executive officers, and receives no
additional perquisites other than those provided to other executive officers,
and described below.
In order to assure that executive compensation is both competitive and
appropriate, the Compensation Committee reviews executive compensation in its
entirety before determining compensation level adjustments. As such, the
Compensation Committee considers the value of cash and incentive stock
compensation, as well as non-cash benefits such as perquisites and the
calculated values of any retirement benefits provided under the
10
Company's defined benefit, defined contribution and supplemental retirement
plans. Gains from prior incentive stock awards are not taken into account, as
these were awards earned and granted based on prior performance.
Historically, the Company's executive compensation structure emphasized
cash components over long-term incentive components, due primarily to the low
trading volume of the Company's stock. As the Company has grown and experienced
higher trading volume, it has become more feasible to increase the emphasis on
long-term incentives, making the Company's executive compensation more
competitive with comparable organizations.
The Compensation Committee periodically compares all compensation
components for executive officers with data on similar positions at other
organizations with which the Company competes for talent. When evaluating
external competitiveness, third party survey data, as well as information from
other resources and industry contacts, are considered. In reviewing comparative
data, the Company does not engage in benchmarking for the purpose of
establishing compensation levels relative to any predetermined point. In the
Committee's view, third party survey data provides insight into external
competitiveness, but is not an appropriate single basis for establishing
compensation levels. This is primarily due to the Company's unique structure,
differences in the size of comparable companies, and the lack of sufficient
appropriate matches to provide statistical relevance. The Company's preference
is that performance, rather than benchmarking data, drive executive
compensation. In the processes used by the Compensation Committee to establish
and adjust executive compensation levels, external data is considered, along
with performance, experience, potential and internal equity.
In 2005, the Committee retained Mercer Human Resource Consulting to provide
comparative data prior to adjusting executive compensation for 2006. On Mercer's
recommendation, and due to the fact that no single industry accurately captures
the Company's business segment, data was obtained for the Professional Services
and All Industries business segments and considered in evaluating the Company's
executive compensation program. Mercer's conclusion that the Company's overall
executive compensation was conservative relative to market practice confirmed
the Committee's belief that 2006 compensation levels were appropriate for the
Company.
The Compensation Committee determines all compensation adjustments for the
CEO, subject to Board approval. The CEO makes recommendations to the
Compensation Committee concerning performance and related salary and incentive
stock levels for other executive officers, subject to the Compensation
Committee's approval. The CEO has sole responsibility for determining bonus
levels for all other executive officers, in accordance with plan provisions.
Elements of Compensation
The key elements in the executive compensation program are base salary,
bonus and incentive stock compensation. These elements, as well as benefits
plans and perquisites are described below.
Base Salary
Salaries are established for executive officers by balancing both internal
and external factors. Internal equity is determined through comparison with
other executives within the Company, taking into account the scope of
responsibilities, performance, skills and experience. Similarly, the Company
considers external data to assure competitiveness in the market place. Base
salaries are designed to attract and retain high levels of expertise and talent.
The Compensation Committee reviews salaries of the CEO and other executive
officers each January for the current fiscal year. The Compensation Committee
also determines any adjustments to the CEO's salary and gives consideration to
the CEO's recommendation regarding adjustment to executive officer salaries,
based on the criteria described herein. While these factors are not specifically
weighted, all such factors are given consideration in determining base salary
levels with particular emphasis given to the performance component. In general,
salary increases for 2006 were consistent with those provided in prior years
relative to individual and company performance. Mr. Brunngraber's increase was
greater than prior years, reflecting additional responsibilities assumed in
transitioning to the role of President and Chief Operating Officer. Mr. Langfitt
received a higher increase due to strong performance and growth of the operating
unit under his direction.
11
Bonus
Bonuses are paid semi-annually to all eligible full and part-time employees
according to the Profit Sharing Plan approved by the Board, based on individual
performance and the level of Company profits. The purpose of this plan is to
facilitate the Company's continued growth and success by providing rewards that
are commensurate with achievement, thereby creating an incentive for superior
performance and improved results for shareholders.
The bonus plan for all eligible employees is funded with 12.5% of the
Company's net profits before taxes for the period of distribution. A portion of
the fund allocated to executive management is based on achievement of specific
Company-wide financial objectives defined by the plan, and individualized
targets are not utilized. Bonus distributions are discretionary based on
individual performance and achievement of both non-financial and financial
objectives relative to the Company and the individual position. Bonus funds
available to the CEO are based on return on average equity for the period as
defined by the plan. The CEO would not be eligible for a bonus if the return on
average equity was zero or negative. Bonus funds available to other executive
officers are based on the change in net income after taxes, and are allocated at
the CEO's discretion. Any bonus payment in excess of 40% of base salary requires
Board approval. Historically, bonuses paid to the CEO and other executive
officers averaged 5% to 35% of base salary, depending on the level of corporate
profits achieved.
Incentive Stock Compensation
The key objective for providing incentive stock compensation is to aid the
Company in securing and retaining highly qualified personnel by making it
possible to offer such personnel an increased incentive, in the form of an
ownership interest in the Company, to join or continue in the service of the
Company and to induce them to increase their efforts for its growth and success.
The Compensation Committee considers this to be a significant motivational tool
for rewarding its executive officers and senior management and for aligning
their interests with those of shareholders. It has been the Company's belief
that long-term incentives serve as a retention incentive since unvested stock
grants and options are forfeited if the executive leaves the Company.
Incentive stock compensation is awarded annually to managers deemed to be
part of the executive management team. Restricted stock awards and
performance-based stock option grants are approved by the Board and issued in
accordance with their respective plans. Restricted stock awards issued under the
Company's 1995 Restricted Stock Bonus Plan are for common stock shares carrying
voting and dividend rights, and are subject to a three-year vesting schedule
with 1/3 of the shares vesting each year on the anniversary date of the awards.
Performance-based stock option grants issued under the Company's 1995
Performance-Based Stock Option Plan are for shares of common stock, subject to
seven-year vesting with acceleration of vesting if certain financial criteria
are attained.
Stock options are eligible for accelerated vesting in the second calendar
year after the option is granted, such that the earliest possible vesting date
for any option shares would be in the third year after the option is granted.
The factors used to determine if options will be accelerated are return on
assets differential and net after-tax income growth. No more than 30% of the
option shares shall be subject to accelerated vesting in any year.
The Compensation Committee reserves the right, subject to Board approval,
to issue or refrain from issuing incentive stock compensation on a discretionary
basis based on certain factors. Such factors include economic achievement,
ethical standards, financial strength, management effectiveness and external
market forces.
To date, the number of stock options and restricted shares held by the
Company's executive officers is relatively small; therefore, the Compensation
Committee has not considered the overall amount of stock option grants and
restricted stock awards outstanding as a significant factor in determining
additional grants or awards.
The Company does not have a policy to adjust awards in the event that it
would become necessary to restate financial criteria in such a way as to impact
the basis for award of long-term incentives; however, the Compensation Committee
could elect to adjust other elements of compensation or subsequent year awards
if, in their view, it was appropriate.
12
The Company's policy does not allow the release of material non-public
information such that it would have an effect on the strike price or exercise
price of stock options, and it is the Company's intention to continue to do so.
The practice has been to avoid timing of stock option grants such that the value
of executive compensation is affected. Independent Board members approve the
annual incentive stock awards granted to executive management at the January
Board meeting. The grant date set by the Board is typically the end of the month
to ensure earnings have been released to the public and all administrative
requirements have been met. The exercise price of stock options cannot be less
than fair market value as of the date the option is granted. Executive officers
have no role in grant timing. Stock options and restricted stock awards are not
re-priced, in accordance with the Company's longstanding practice.
The following criteria was used in determining long-term incentive awards
issued through January 2006:
CEO -- Eligible to receive an award ranging from 5% of base salary and
bonus for a return on equity of 8% up to a maximum of 70% for a
return on equity of 16% or more;
CFO -- Eligible to receive an award ranging from 3.8% of base salary and
bonus for a return on equity of 8% up to a maximum of 52.5% for a
return on equity of 16% or more;
All other named executives -- Eligible to receive awards ranging from
1.7% to 23.3% of salary for similar performance.
For 2006, incentive stock compensation was made up of 75% non-qualified
stock option grants and 25% restricted stock bonus awards. It is the
Compensation Committee's belief that this ratio strikes a good balance between
risk and potential reward, yielding greater value when future growth in
profitability is attained.
401(k) Defined Contribution Plan
All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Information Systems, Inc. 401(k) Plan. In 2006,
employees were eligible to enter the plan at the next semi-annual entry period
immediately following completion of one year of service. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the Internal Revenue
Service (IRS) maximum limitation, which was $15,000 for 2006, plus an additional
$5,000 catch-up contribution for employees age 50 or older. The Company matches
50% of the first 3% of employee contributions, subject to IRS limitations. All
employee contributions vest immediately. Company contributions are subject to a
three-year vesting period.
Defined Benefit Retirement Plan
All full-time employees of the Company and subsidiaries become participants
in the Retirement Plan for Employees of Cass Information Systems, Inc. at the
next semi-annual entry period immediately following completion of one year of
service. Upon retirement, participants in this qualified plan will begin to
receive monthly payments equal to 1/12 of the sum of:
(i) .9% of Final Average Earnings multiplied by the number of years
of service, plus
(ii) .5% of Final Average Earnings in excess of Covered Compensation
multiplied by years of service.
Final Average Earnings is the average annual total compensation for the
five consecutive years of highest earnings during the last ten years of
employment. Covered Compensation is the average of the maximum social security
taxable wage bases in effect for each calendar year during the 35-year period,
ending with the year in which retirement age is attained under the Social
Security Act. Earnings covered by the plan equal W-2 earnings up to the maximum
IRS limit ($220,000 in 2006). Service for benefit accrual purposes is the period
beginning on the date of participation in the plan and ending on the severance
date.
Normal retirement age under the plan is 65 with five years of vesting
service. Early retirement eligibility is age 55 with five years of vesting
service. Benefits for early retirement under the defined benefit pension plan
would be calculated under the formula described above based on final average
earnings and years of service as of the date of retirement, reduced by (i) 5/9%
of 1% for each month by which the early retirement date or the first day of the
month coinciding with or next following the 60th birthday, whichever is later,
precedes the normal
13
retirement date, and (ii) 5/18% of 1% for each month, if any, by which the early
retirement date precedes the first day of the month coinciding with or next
following the 60th birthday. Postponed retirement benefits are an amount equal
to the greater of (i) the normal retirement benefit determined in accordance
with the above formula using service and final average earnings through the
postponed retirement date, or (ii) the actuarial equivalent of the normal
retirement benefit on the postponed retirement date. The normal form of benefit
is a straight-life annuity with 120 months guaranteed.
Supplementary Executive Retirement Program
The Company's benefits program also provides for the Cass Information
Systems, Inc. Supplemental Executive Retirement Plan (the SERP). This
supplemental plan was designed to provide additional retirement benefits to key
executives whose benefits are limited by the IRS under the Company's qualified
plan.
Upon retirement, participants in the SERP will receive monthly payments
equal to 1/12 of 70% of the Final Average Earnings, reduced proportionately for
length of service less than 25 years. Such amount is further reduced by the
participant's: (i) qualified retirement plan benefit, (ii) primary social
security benefit, and (iii) 401(k) hypothetical annuity.
Final Average Earnings, normal and early retirement age, years of service
and normal form of payment are the same as under the Retirement Plan for
Employees of Cass Information Systems, Inc.
Early retirement benefits under the Supplemental Executive Retirement Plan
are calculated to be an annual amount equal to 70% of the final average earnings
multiplied by the number of full years of service divided by 25% (not to exceed
100%), less the sum of the defined pension plan benefit, primary social security
benefit and 401(k) hypothetical annuity, reduced by 1/180 for each of the first
60 calendar months and 1/360 for each of the next 60 calendar months by which
commencement of benefits precedes normal retirement date. Benefits are not
increased if payment of benefits commences after the normal retirement date.
Gains or losses from stock options or restricted stock awards are not
considered in the calculation of retirement benefits, either for the defined
benefit plan or the SERP.
Employees are generally not eligible for benefits under the SERP if they
leave the Company prior to reaching age 55, and they receive a significant
increase in benefits if they remain with the Company until age 65; therefore,
the Compensation Committee believes that the SERP is an effective executive
retention tool.
Perquisites and Other Benefits
The Company provides executive officers with perquisites that the
Compensation Committee believes are reasonable and competitive based on the
Compensation Committee's knowledge of other organizations with which the Company
competes for talent. For 2006, these perquisites included personal use of a
Company-owned automobile and/or country club membership. Historically, the
Company has not benchmarked or set targets for this compensation component. The
perquisites' value to the executive, as well as the incremental cost to the
Company, is considered when establishing compensation levels. However, the value
of this component of compensation is modest and has not been given significant
weight by the Compensation Committee when establishing overall levels of
executive compensation. Executive officers are eligible to receive the same
health, dental, disability and life insurance benefits as are available to all
other full-time employees of the Company and its subsidiaries.
Post Employment Payments
Executives of the Company do not have employment agreements, nor are there
any provisions for payments following or in connection with any termination or
change-in-control, other than for provisions that allow for SERP benefits, stock
options and restricted stock awards to vest upon a change in control in
accordance with their respective plans.
14
Federal Income Tax Deductibility Limitations
The Compensation Committee takes into consideration the tax consequences to
employees and the Company when considering types of awards and other
compensation granted to executives and directors.
The Compensation Committee also considers the potential impact of Section
162(m) of the Internal Revenue Code. Section 162(m) disallows a tax deduction
for any publicly held corporation for individual compensation exceeding $1
million in any taxable year for the CEO and the other senior executive officers,
other than compensation that is performance-based under a plan that is approved
by the shareholders of the Company and that meets certain other technical
requirements. Based on these requirements, the Compensation Committee has
determined that Section 162(m) will not prevent the Company from receiving a tax
deduction for any of the compensation paid to executive officers.
Post-Fiscal Year Compensation Actions
Executive Compensation Comparative Data
During 2006, the Compensation Committee retained Towers Perrin compensation
consultants to provide comparative data on cash and total executive compensation
prior to review and adjustment of executive management compensation for 2007.
Data was provided for the Business and Professional Services, Financial Services
and Payment Processing business segments. Consistent with prior years and the
Company's intent not to engage in formal benchmarking strategies, the
Compensation Committee did not rely solely on comparative data, but did consider
such elements when exercising its own judgment in determining 2007 compensation.
Base Salary
In January 2007, salaries were increased for the CEO and other named
executive officers based on performance of individuals and individual operating
units, strong corporate earnings, and overall corporate growth over the past
several years. Base salary increases from 2006 to 2007 were as follows: Mr.
Collett, $460,000 to $485,000; Mr. Appelbaum, $205,000 to $211,000; Mr.
Brunngraber, $254,000 to $274,000; Mr. Murray, $215,000 to $225,000; Mr.
Langfitt, $150,000 to $165,000 Increases are consistent with those given in
prior years.
Long-Term Incentives
The Board approved the 2007 Omnibus Incentive Stock Plan, which will be
submitted to shareholders for their approval at the 2007 Annual Meeting. The
purpose of the proposed plan is to provide incentive opportunities for directors
and employees and to align the personal financial interests of such individuals
with those of the Company's shareholders through the use of a variety of
long-term incentive vehicles. It is the Board's intention to replace the
Company's current equity incentive plans with the proposed plan upon receipt of
shareholder approval. A copy of the proposed plan is provided in Appendix A. Key
elements of the 2007 plan are detailed herein under Proposal 2 -- Approval of
2007 Omnibus Incentive Stock Plan.
During the transition between the current and proposed incentive stock
plans, 2007 awards were comprised solely of restricted stock awards, which have
been included in the Principal Shareholders tables included herein. Restricted
stock bonus awards issued in 2007 were as follows: Mr. Collett, 11,370 shares;
Mr. Appelbaum, 2,026 shares; Mr. Brunngraber, 6,278 shares; Mr. Murray, 3,986
shares; and Mr. Langfitt, 2,781 shares.
For 2007, the Compensation Committee furthered its intent to place greater
emphasis on long-term incentive compensation by adjusting the criteria for
determining incentive stock compensation awards. The criteria used to determine
the level of awards were based on 2006 financial results averaged with the prior
two years for the following items: (i) return on equity; (ii) increase in
diluted earnings per share; and (iii) increase in processing fee revenues. These
items are more fully described in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2006. The target incentives for maximum
achievement in all three criteria are as follows: (i) 100% of base salary for
the CEO and COO, and (ii) 60% to 75% of base salary for other named executive
officers. The Compensation Committee believes such an approach provides the
opportunity for compensation increases when high levels of performance are
attained.
15
Benefits
Eligibility requirements for the Company's 401(k) plan were revised
effective January 2007 to allow for monthly entry into the plan after one month
of service. The maximum contribution level was increased to coincide with the
maximum level allowed by the IRS. These changes were made to allow increased
employee access to this retirement benefit.
Perquisites
In January 2007, the Company revised its executive automobile policy.
Historically, the Company provided Company-owned automobiles to certain
executive positions identified by the Compensation Committee. The Compensation
Committee recommended and the Board approved replacing the existing plan with an
automobile allowance that would provide a taxable benefit to eligible employees,
beginning in February 2007. Annual auto allowances were set at $15,000 for the
CEO and COO positions, and $10,000 for other executive positions identified by
the Compensation Committee. While this plan provides a reduced benefit, the new
plan compares favorably to those offered by other companies, simplifies
accounting and administration and is consistent with the Company's desire to
primarily emphasize performance-based compensation components.
Report of the Compensation Committee
In the performance of its oversight function for the year ended December
31, 2006 the Compensation Committee reviewed and discussed with management the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.
Based upon such review and discussions, the Compensation Committee has
recommended to the Board that the Compensation Discussion and Analysis be
included in this Proxy Statement.
K. Dane Brooksher, Chairman
Benjamin F. Edwards, IV
Andy J. Signorelli
16
EXECUTIVE OFFICERS
The following table lists the Company's principal executive officer,
principal financial officer and three other most highly compensated executive
officers as of December 31, 2006 (named executive officers), their ages and
their position(s) with the Company. All officers serve at the pleasure of the
Board.
Lawrence A. Collett .......... Information on Mr. Collett can be found in the section "Election of Directors."
Eric H. Brunngraber .......... Information on Mr. Brunngraber can be found in the section "Election of
Directors."
P. Stephen Appelbaum ......... Mr. Appelbaum, 49, joined the Company in May 2006, assuming the positions
of CFO and Secretary, as previously held by Mr. Brunngraber. Prior to joining
the Company, he was a Senior Vice President at US Bank (St. Louis, Missouri),
where he spent 16 years holding various positions in the areas of accounting,
financial reporting, risk management, and merger and acquisition integration.
Before his tenure with US Bank, he was a Senior Manager with KPMG, where
he spent 10 years specializing in bank accounting and auditing. Mr. Appelbaum
is a Certified Public Accountant.
Harry M. Murray .............. Mr. Murray, 53, has served as Executive Vice President since 2003. He has
held various positions with the Company since his initial employment in
1982, including Executive Vice President -- Operations from 1995 to 2000 and
COO -- Utility Information Services from 2000 to 2003.
Gary B. Langfitt ............. Mr. Langfitt, 51, has served as COO -- Utility Information Services since 2003.
Prior to that he was Vice President, Sales and Marketing -- Utility Information
Services since joining the Company in 1999.
Summary Compensation -- Executive Officers
The following table sets forth for each of the named executive officers:
(i) the dollar value of base salary and bonus earned; (ii) the compensation cost
of restricted stock and stock options outstanding; (iii) the change in pension
value and nonqualified deferred earnings; (iv) all other compensation; and (v)
the dollar value of total compensation.
Change in
Pension
Value and
Nonqualified
Stock Option Deferred All Other
Name and Salary Bonus Awards Awards Compensation Compensation Total
Principal Position Year ($) ($) ($) ($)(1) Earnings ($)(2) ($)(3) ($)
- ------------------------------------------------------------------------------------------------------------------
Lawrence A. Collett 2006 459,167 171,000 54,525 14,219 416,697 28,023 1,143,631
Chairman, CEO
- ------------------------------------------------------------------------------------------------------------------
P. Stephen Appelbaum 2006 128,913 23,000 19,444 -- -- 310 171,667
CFO, Secretary (4)
- ------------------------------------------------------------------------------------------------------------------
Eric H. Brunngraber 2006 252,750 97,000 21,057 5,243 52,291 29,275 457,616
COO, President
- ------------------------------------------------------------------------------------------------------------------
Harry M. Murray 2006 214,167 77,000 9,295 2,393 50,593 17,875 371,323
Executive Vice President
- ------------------------------------------------------------------------------------------------------------------
Gary B. Langfitt 2006 149,167 90,286 5,043 1,104 18,613 12,806 277,019
COO, Utility
Information Services
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) The dollar value of stock options outstanding during the year is also
included in the Company's financial statements per FAS 123(R). Refer to
Footnote 14 in the Company's Annual Report on Form 10-K for the year ended
December 31, 2006 for a complete description of the FAS 123(R) valuation.
17
(2) Represents the aggregate change in actuarial present value of accumulated
benefits under the Company's defined benefit pension plan and supplemental
executive retirement plan based on a five-year average of current pay.
Refer to Footnote 13 in the Company's Annual Report on Form 10-K for the
year ended December 31, 2006 for a complete description of the material
assumptions applied in quantifying the present value of accumulated
benefits.
(3) Consists of the Company's incremental cost on perquisite benefits (i.e.,
personal use of Company-owned automobiles, country club membership),
dividends paid on restricted stock awards at the time of vesting, the
Company's matching contributions paid to the Company's 401(k) Plan on
behalf of each executive, and the imputed value of group term life premiums
paid on behalf of each executive.
(4) The Company employed Mr. Appelbaum in May 2006; as such his total
compensation consist primarily of salary and bonus.
Grants of Plan-Based Awards
The following table sets forth information regarding all equity based
incentive plan awards that were made to the named executive officers during
2006. Disclosure is provided on a separate line for each grant or award made
during the year. The information supplements the dollar value disclosure of
stock and option awards in the Summary Compensation table above.
Estimated Future Payouts
Under Equity Exercise or
Incentive Plan Awards Base Price Grant Date|
----------------------------- of Option Fair Value
Grant Board Threshold Target Max Awards of Stock and
Name Date Action Date (#) (#) (#) ($/Sh) Option Awards (3)
- ---------------------- ---------- ------------- ----------- --------------- ----- ------------ ------------------
Lawrence A. Collett 01/31/06 01/17/06 0 12,427(1) 0 22.73 40,586
01/31/06 01/17/06 0 4,156(2) 0 -- 94,491
- -------------------------------------------------------------------------------------------------------------------
P. Stephen Appelbaum 05/15/06 04/18/06 0 3,000(2) 0 -- 100,000
- -------------------------------------------------------------------------------------------------------------------
Eric H. Brunngraber 01/31/06 01/17/06 0 4,932(1) 0 22.73 16,049
01/31/06 01/17/06 0 1,644(2) 0 -- 37,374
- -------------------------------------------------------------------------------------------------------------------
Harry M.Murray 01/31/06 01/17/06 0 1,546(1) 0 22.73 5,032
01/31/06 01/17/06 0 516(2) 0 -- 11,730
- -------------------------------------------------------------------------------------------------------------------
Gary B. Langfitt 01/31/06 01/17/06 0 1,030(1) 0 22.73 3,353
01/31/06 01/17/06 0 343(2) 0 -- 7,809
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) Includes stock option awards issued pursuant to the terms of the Company's
1995 Performance-Based Stock Option Plan.
(2) Includes restricted stock bonus awards issued pursuant to the terms of the
Company's 1995 Restricted Stock Bonus Plan.
(3) The fair value of stock options is calculated in accordance with FAS
123(R). Refer to Footnote 14 in the Company's Annual Report on Form 10-K
for the year ended December 31, 2006 for a complete description of the FAS
123(R) valuation.
18
In January 2006, annual salaries were increased for the CEO and other named
executive officers employed at that time. Increases were warranted based on
performance of individuals and individual operating units, strong corporate
earnings, overall corporate growth over the past several years and competitive
forces in the external market. Base salary increases from 2005 to 2006 were as
follows: Mr. Collett, $440,000 to $460,000; Mr. Brunngraber, $224,000 to
$254,000; Mr. Murray, $195,000 to $215,000; and Mr. Langfitt, $130,000 to
$150,000. Mr. Appelbaum was hired in May 2006 at a base salary of $205,000; as
such, Mr. Appelbaum's total compensation for 2006 consisted primarily of salary
and bonus.
Bonuses earned by the CEO in 2006 were paid in August 2006 and February 2007 for
the first and second halves of 2006, respectively. Bonus payments were made in
accordance with the Company's Profit Sharing Plan, and based on the return on
average equity achieved by the Company during the respective six-month periods.
Return on average equity for the first half of 2006 was 19.62% resulting in a
corresponding bonus for the CEO of $86,500, or 18.8% of base salary. Return on
average equity for the second half of 2006 was 18.28%, which yielded the CEO's
bonus of $84,500, or 18.4% of base salary.
Bonuses for the other named executive officers were also paid in August 2006 and
February 2007 for the first and second halves of 2006, respectively, and were
based on increase in net income after taxes achieved by the Company for the
respective six-month periods. Increase in net income after taxes was 39.9% for
the first half of 2006 and 35.4% for the second half of 2006, yielding the
bonuses shown in the Summary Compensation Table included herein.
In January 2006, the CEO and other named executive officers employed at that
time received stock option grants issued under the Company's 1995
Performance-Based Stock Option Plan, and were awarded restricted stock bonus
shares under the Company's 1995 Restricted Stock Bonus Plan. Stock options vest
over a period not to exceed seven years, but the vesting period can be
accelerated based on the Company's attainment of certain financial operating
performance criteria. Restricted stock awards are subject to a three-year
vesting schedule, with 1/3 of the shares vesting each year on the anniversary of
the grant date of the awards. Dividends earned on restricted stock awards are
paid upon vesting. The 2006 grants and awards were based on 2005 return on
equity of 15.23%. This yielded awards of 70% of the value of base salary and
bonus for Mr. Collett, 52.5% of the value of base salary and bonus for Mr.
Brunngraber and 23.3% of the value of salary for Mr. Murray and Mr. Langfitt.
Mr. Appelbaum received restricted stock awards under the Company's 1995
Restricted Stock Bonus Plan upon accepting employment with the Company in May
2006.
Outstanding Equity Awards At Fiscal Year-End
The following table sets forth information on outstanding options and stock
awards held by the named executive officers on December 31, 2006, including the
number of shares underlying both exercisable and unexercisable portions of each
stock option as well as the exercise price and the expiration date of each
outstanding option, and the market value of stock awards.
19
Option Awards Stock Awards
----------------------------------------------------------- -----------------------------------
Number of Number of
Securities Securities Number of Market Value
Underlying Underlying Shares or Units of Shares or
Unexercised Unexercised Option of Stock That Units of Stock
Options Options Exercise Option Have Not That Have Not
(#)(1) (#)(1) Price Expiration Vested Vested
Name Exercisable Unexercisable ($) Date (#)(2) ($)(3)
- ---- ------------- --------------- ---------- ------------ ----------------- ---------------
Lawrence A. Collett 428 -- 9.717 1/2/2009 6,382 230,901
1,483 18,834 10.000 1/2/2010
-- 9,585 13.455 1/2/2011
-- 5,240 16.222 1/2/2012
-- 12,472 22.733 1/2/2013
- --------------------------------------------------------------------------------------------------------------------------
P. Stephen Appelbaum
-- -- -- -- 3,000 108,540
- --------------------------------------------------------------------------------------------------------------------------
Eric H. Brunngraber 487 6,195 10.000 1/2/2010 2,488 90,016
-- 3,623 13.455 1/2/2011
-- 2,000 16.222 1/2/2012
-- 4,932 22.733 1/2/2013
- --------------------------------------------------------------------------------------------------------------------------
Harry M. Murray -- 3,792 10.998 1/2/2010 900 32,562
-- 1,192 15.960 1/2/2011
-- 1,138 15.889 1/2/2012
-- 1,546 22.733 1/2/2013
- --------------------------------------------------------------------------------------------------------------------------
Gary B. Langfitt -- 771 15.960 1/2/2011 597 21,599
-- 758 15.889 1/2/2012
-- 1,030 22.733 1/2/2013
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) Represents stock option grants issued pursuant to the Company's 1995
Performance-Based Stock Option Plan. The options vest over a period not to
exceed seven years, but the vesting period can be accelerated based on the
Company's attainment of certain financial operating performance criteria.
(2) Represents restricted stock bonus awards issued pursuant to the Company's
1995 Restricted Stock Bonus Plan. The shares are subject to a three-year
vesting schedule, with 1/3 of the shares vesting each year on the
anniversary of the grant date of the awards.
(3) Value based on $36.180 per share, which was the closing market price of the
Company's common stock on The Nasdaq Stock Market on December 31, 2006.
Options Exercised and Stock Vested
The following table sets forth the exercise of stock options and vesting of
restricted stock during 2006 for the named executive officers.
Options Awards Stock Awards
-------------------------------------------- ------------------------------------------
Number of Shares Value Realized on Number of Shares Value Realized on
Acquired on Exercise Exercise(1) Acquired on Vesting Vesting(2)
Name (#) ($) (#) ($)
- ---- ---------------------- ------------------- --------------------- ------------------
Lawrence A. Collett .......... 64,540 $777,713 3,904 $86,498
P. Stephen Appelbaum ......... -- -- -- --
Eric H. Brunngraber .......... 15,270 211,682 1,368 30,257
Harry M. Murray .............. 10,074 121,392 713 20,439
Gary B. Langfitt ............. 5,197 62,630 171 4,502
20
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) Value is determined by computing the difference between the market price on
the exercise date and the exercise price and applying that value to the
number of shares exercised.
(2) Value is determined by applying the market value of the stock on the
vesting date to the number of shares vested.
Pension Benefits
The following table sets forth the actuarial present value of each named
executive officer's accumulated benefit under defined benefit plans of the
Company, the number of years of credited service under each plan, and the amount
of pension benefits paid to each named executive officer.
Number of Present
Years of Value of Payments
Credited Accumulated During Last
Name Plan Name Service (#) Benefit ($)(3) Fiscal Year ($)
- ---- --------------------------------------- ------------- ---------------- ----------------
Lawrence A. Collett (1) Retirement Plan for Employees of Cass 39.91 1,072,574 0
Information Systems, Inc. 39.91 1,833,361
Cass Information Systems Supplemental
Executive Retirement Plan
- --------------------------------------------------------------------------------------------------------------------------
P. Stephen Appelbaum (2)
- --------------------------------------------------------------------------------------------------------------------------
Eric H. Brunngraber Retirement Plan for Employees of Cass 26.08 285,007 0
Information Systems, Inc. 26.08 10,922
Cass Information Systems Supplemental
Executive Retirement Plan
- --------------------------------------------------------------------------------------------------------------------------
Harry M. Murray Retirement Plan for Employees of Cass 23.08 318,069 0
Information Systems, Inc. 23.08 0 0
Cass Information Systems Supplemental
Executive Retirement Plan
- --------------------------------------------------------------------------------------------------------------------------
Gary B. Langfitt Retirement Plan for Employees of Cass 6.50 69,653 0
Information Systems, Inc. 6.50 0 0
Cass Information Systems Supplemental
Executive Retirement Plan
- ------------
(1) Mr. Collett is the only named executive officer currently eligible for
early retirement benefits under the Company's defined benefit pension plan
and supplemental executive retirement plan.
(2) Due to eligibility requirements as described in the Compensation Discussion
and Analysis above, Mr. Appelbaum was not a participant in either plan at
December 31, 2006.
(3) Represents the actuarial present value of accumulated benefit under the
Company's defined benefit pension plan based on a five-year average of
current pay. Refer to Footnote 13 in the Company's Annual Report on Form
10-K for the year ended December 31, 2006 for a complete description of the
material assumptions applied in quantifying the present value of
accumulated benefits.
All named executive officers with the exception of Mr. Appelbaum were
participants in the Retirement Plan for Employees of Cass Information Systems,
Inc. and the Cass Information Systems, Inc. Supplemental Executive Retirement
Plan (the SERP) at December 31, 2006. Details of the plans are further defined
in the Compensation Discussion and Analysis above.
21
Principal Shareholders
The following table contains information with respect to beneficial
ownership of the Company's outstanding common stock as of March 5, 2007, by: (i)
each person known to the Company to be the beneficial owner of more than 5% of
common stock, (ii) each director and nominee for director and (iii) each
executive officer listed in the Summary Compensation Table. The address of each
director and executive officer is c/o Cass Information Systems, Inc., 13001
Hollenberg Drive, Bridgeton, Missouri 63044. Unless otherwise indicated, the
named person has sole voting and investment rights with respect to such shares.
Name of Beneficial Owner Amount of Shares Percent
(and address for Beneficial Owners over 5%) Beneficially Owned(1) of Class
- ------------------------------------------- ----------------------- -----------
Jake Nania ......................................................... 894,916 10.69%
1700 S. Ocean Blvd.
Lauderdale by the Sea, FL
P. Stephen Appelbaum ............................................... 5,026 (2) *
Robert J. Bodine ................................................... 247,268 (3) 2.95
K. Dane Brooksher .................................................. 3,850 (4) *
Eric H. Brunngraber ................................................ 33,719 (5) *
Bryan S. Chapell ................................................... 3,719 (6) *
Lawrence A. Collett ................................................ 194,435 (7) 2.32
Robert A. Ebel ..................................................... 900 (8) *
Benjamin F. Edwards IV ............................................. 3,900 (9) *
John L. Gillis, Jr. ................................................ -- *
Wayne J. Grace ..................................................... 18,587 (10) *
Harry J. Krieg ..................................................... 247,581 (11) 2.95
Gary B. Langfitt ................................................... 9,062 (12) *
James J. Lindemann ................................................. -- *
Harry M. Murray .................................................... 36,971 (13) *
Irving A. Shepard .................................................. 45,684 (14) *
Andy J. Signorelli ................................................. 288,949 (15) 3.45
Franklin D. Wicks, Jr. ............................................. 900 (16) *
-------
All directors (including nominees) and all executive officers
as a group (including executive officers not named herein) ......... 1,172,690 (17) 13.99
- ------------
* Less than 1% of class.
(1) Shares shown as beneficially owned include shares of common stock that
directors and executive officers have the right to acquire within 60 days
of March 5, 2007 pursuant to the exercise of stock options.
(2) Shares consist of restricted stock subject to forfeiture; Mr. Appelbaum has
voting but no investment rights.
(3) Includes 244,868 shares held in trust of which Mr. Bodine has shared voting
and investment rights. Includes 1,500 shares held in the Bodine Family
Foundation of which Mr. Bodine has voting and investment rights. Also
includes 900 shares of restricted stock subject to forfeiture; Mr. Bodine
has voting but no investment rights.
(4) Includes 900 shares of restricted stock subject to forfeiture; Mr.
Brooksher has voting but no investment rights.
(5) Includes 21,375 shares owned jointly with his spouse. Includes 7,595 shares
of restricted stock subject to forfeiture; Mr. Brunngraber has voting but
no investment rights. Also includes stock options to purchase 3,578 shares
granted by the Company.
22
(6) Includes 2,369 shares owned jointly with his spouse. Includes 900 shares of
restricted stock subject to forfeiture; Mr. Chapell has voting but no
investment rights.
(7) Includes 60,313 shares owned jointly with his spouse. Includes 14,721
shares of restricted stock subject to forfeiture; Mr. Collett has voting
but no investment rights. Also, includes stock options to purchase 10,881
shares granted by the Company.
(8) Shares consist of restricted stock subject to forfeiture; Mr. Ebel has
voting but no investment rights.
(9) Includes 900 shares of restricted stock subject to forfeiture; Mr. Edwards
has voting but no investment rights. Includes 3,000 shares held in a margin
account.
(10) Includes 13,000 shares held in trust of which Mr. Grace has voting and
investment rights. Includes 5,362 shares owned by Mr. Grace's spouse. Also
includes 225 shares of restricted stock subject to forfeiture; Mr. Grace
has voting but no investment rights.
(11) Includes 114,723 shares held in trust of which Mr. Krieg has voting and
investment rights. Includes 131,958 shares owned by Mr. Krieg's spouse.
Also includes 900 shares of restricted stock subject to forfeiture; Mr.
Krieg has voting but no investment rights.
(12) Includes 3,177 shares of restricted stock subject to forfeiture; Mr.
Langfitt has voting but no investment rights. Includes stock options to
purchase 231 shares granted by the Company.
(13) Includes 30,501 shares owned jointly with his spouse. Also includes 4,587
shares of restricted stock subject to forfeiture; Mr. Murray has voting but
no investment rights. Includes stock options to purchase 1,584 shares
granted by the Company.
(14) Includes 45,459 shares held in family partnerships. Also includes 225
shares of restricted stock subject to forfeiture; Mr. Shepard has voting
but no investment rights.
(15) Includes 288,724 shares held in trust of which Mr. Signorelli has shared
voting and investment rights. Includes 225 shares of restricted stock
subject to forfeiture; Mr. Signorelli has voting but no investment rights.
Includes 25,530 shares pledged as security on an outstanding loan with the
Company.
(16) Shares consist of restricted stock subject to forfeiture; Mr. Wicks has
voting but no investment rights.
(17) Includes stock options to purchase 16,589 shares granted by the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who own more than 10% of the Company's common
stock to file reports of ownership and changes in ownership with the SEC and
Nasdaq. Executive officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based on a review solely of copies of such forms received and written
representation from certain reporting persons, the Company believes that all
Section 16(a) filing requirements applicable to 2006 for executive officers,
directors, and greater than 10% beneficial owners were complied with in a timely
manner except as follows: Messrs. Collett, Brunngraber, Langfitt and Murray did
not file a Form 4 in two business days to report two transactions; and Mr. Kreig
did not file a Form 4 in two business days to report one transaction.
23
PROPOSAL 2
APPROVAL OF 2007 OMNIBUS INCENTIVE STOCK PLAN
On January 16, 2007, the Board approved, and proposed for shareholder
approval, the 2007 Omnibus Incentive Stock Plan (the "2007 Plan"). A copy of the
2007 Plan is attached as Appendix A to this Proxy Statement.
The Board's approval and recommendation of the 2007 Plan follows a review
by the Compensation Committee of the Company's existing compensation plans,
including the 1995 Performance-Based Stock Option Plan and the 1995 Restricted
Stock Bonus Plan and outstanding equity awards granted under these plans,
comparable plans at other companies and trends in long-term compensation,
particularly in the industries in which the Company competes. The Compensation
Committee retained an independent consultant to assist in this review and the
development of the 2007 Plan.
The Board believes the 2007 Plan will serve as an essential element of its
compensation program and will be critical to the Company's ability to attract
and retain the highly qualified employees essential for the execution of its
business strategy. The Board believes the 2007 Plan, as proposed, will (i) help
attract, retain and provide incentive opportunities for qualified non-employee
directors and key employees, and (ii) align the personal financial interests of
such persons' with the Company's shareholders. The 2007 Plan provides for
various stock-based incentive awards, including incentive and nonqualified stock
options, stock appreciation rights ("SARs"), restricted stock and restricted
stock units ("RSUs"), as well as performance related cash awards, subject to
certain limits.
The anticipated use of SARs and restricted stock will assist in maintaining
the Company's long-standing practice that equity grants continue at a very
conservative rate of average annual dilution, while still serving as an
equity-based incentive compensation vehicle that allows the Company to attract,
retain and motivate the employee talent considered critical for achieving
corporate goals.
The 2007 Plan Highlights and the summary of the material features of the
2007 Plan appearing below are qualified in their entirety by reference to
Appendix A.
2007 Plan Highlights
Highlights of the 2007 Plan are as follows:
o The Compensation Committee, which is comprised solely of
independent directors, administers the 2007 Plan.
o The total number of shares of common stock authorized for
issuance under the 2007 Plan is 800,000 shares, or approximately
9.56% of the common stock outstanding at March 5, 2007.
o No individual may be awarded options, SARs, restricted stock and
RSUs with respect to more than 80,000 shares of common stock in
any one year.
o The maximum amount of cash that may be paid under performance
awards granted in one year to all participants may not exceed
$5,000,000 and the maximum amount of cash that may be paid under
a performance award granted in one year to an individual may not
exceed $2,500,000.
o The exercise price of options and SARs may not be less than the
fair market value of the common stock on the date of grant.
o Stock appreciation rights may not be granted in tandem with stock
options.
o No more than one-third of any individual grant of options, SARs,
RSUs or restricted stock may vest in any one year except that all
such awards to a participant become fully vested on his or her
disability and awards to all participants which are outstanding
on a change of control of the Company become fully vested on the
change of control.
24
o In addition to other vesting requirements, the Compensation
Committee may condition the vesting of awards on the achievement
of established performance-based goals.
o Unless the Company obtains shareholder approval, the 2007 Plan
prohibits:
o any repricing, replacing or regranting of options or SARs;
o any changes in the provisions relating to the establishment
of the exercise price of options or SARs;
o an increase in the number of shares of common stock that the
Company may issue under the Plan; and
o certain other changes to Plan provisions, including any
changes deemed "material" under governing NASDAQ listing
standards.
Material Features of the 2007 Plan
Term
If approved by the Shareholders, the 2007 Plan will be effective April 16,
2007. The 2007 Plan will terminate on April 16, 2017, unless the Board
terminates it earlier.
Purpose
The purpose of the 2007 Plan is to provide incentive opportunities for key
employees and non-employee directors and to align the personal financial
interests of such individuals with those of the Company's shareholders.
Administration
The Compensation Committee, which is comprised entirely of independent
directors, will administer the 2007 Plan. The Compensation Committee will have
the full power to determine the size and types of grants of options, SARs,
restricted stock, RSUs and performance awards, and their terms and conditions of
awards in a manner consistent with the 2007 Plan; to construe and interpret the
2007 Plan and any agreement or instrument entered into under the 2007 Plan; to
establish, amend or waive rules and regulations for the 2007 Plan's
administration; and to amend the terms and conditions of any award to the extent
such terms and conditions are within the sole discretion of the Compensation
Committee. The Compensation Committee's administrative authority is limited by
approvals and authority the Board has reserved for it, and the limitations and
restrictions otherwise applicable under the 2007 Plan.
The Compensation Committee may delegate its authority to administer the
2007 Plan as permitted by law. The Board of Directors will approve grants of
awards to members of the Compensation Committee and a member of the Compensation
Committee may not participate in any Board determination regarding awards to
such member.
The Compensation Committee will have the discretion to select particular
"Indicators of Performance" to be utilized in determining awards, set Indicators
of Performance solely by reference to the performance of a subsidiary or based
upon comparisons of any of the performance measures relative to other companies
and include or exclude the impact of any event or occurrence which the
Compensation Committee determines to be extraordinary, unusual in nature,
infrequent in occurrence, related to the disposal or acquisition of a segment of
a business, or related to a change in accounting principles. Under the 2007
Plan, Indicators of Performance
25
are criteria the Compensation Committee may use to evaluate the Company's
performance and include the Company's:
o Pre-tax income o Net income
o Earnings per share o Revenue
o Expenses o Return on assets
o Return on equity o Return on investment
o Net profit margin o Operating profit margin
o Discretionary cash flow o Total shareholder return
o Share price o Lease operating expenses
o Earnings before income tax, depreciation and amortization o Capitalization
o Liquidity o Reserve adds or replacement
o Funding and development costs o Production volumes
o Other measures of customer satisfaction, quality, safety,
productivity or cost management or process improvement
Eligibility
Full-time salaried employees who, in the judgment of the Compensation
Committee, may make key contributions to the profitability and growth of the
Company will be eligible to receive awards under the 2007 Plan. Non-employee
directors will be eligible to receive options, SARs, restricted stock and RSUs
under the 2007 Plan.
Maximum Shares Available
The maximum number of shares of common stock that may be granted subject to
awards under the 2007 Plan may not exceed 800,000 shares. No individual may be
granted awards covering more than 80,000 shares in one year. For purposes of
these limitations, each SAR and RSU is deemed to be one share of common stock.
Stock subject to an option or SAR that is cancelled or terminated without having
been exercised, or stock awarded as restricted stock or subject to an RSU that
is forfeited will again be available for grants under the 2007 Plan. However,
shares of stock withheld to satisfy tax obligations or as payment upon exercise
of an option or SAR will not again become available for grants.
Adjustments
In the event of a merger, consolidation, reorganization, recapitalization,
reorganization, stock split or dividend, or similar event affecting the common
stock, the number (including aggregate and annual limits on shares of common
stock granted) and kind of shares granted under the 2007 Plan, the number of
shares subject to outstanding stock options, SARs, restricted stock and RSUs and
the exercise price of outstanding stock options and SARs will be adjusted
proportionately.
Stock Options
The Compensation Committee may grant options to purchase shares of common
stock under the 2007 Plan to eligible employees and directors for such numbers
of shares and having such terms as the Compensation Committee designates and
consistent with the Plan. However, incentive stock options may not be granted to
directors. The Compensation Committee will also determine the type of option
granted (e.g., incentive stock option) or a combination of various types of
options. Each person receiving a stock option award will enter into a stock
option agreement evidencing the award.
The price at which shares may be purchased upon exercise of an option may
not be less than 100% of the fair market value of the Company's stock on the
date the option is granted. A participant may pay the exercise price of an
option to the Company in full at the time of exercise in cash. At the
Compensation Committee's discretion, a participant may also pay the exercise
price of an option (i) in shares of common stock, (ii) a combination of cash and
shares, (iii) through the withholding of shares of common stock with a value
equal to the aggregate exercise price of the option, or (iv) through delivery to
a broker of instructions to deliver to the Company an amount equal to the
aggregate exercise price.
26
The Compensation Committee will determine the period during which an option
may be exercised, provided that the period will be no more than ten years from
the grant date. The Compensation Committee will also determine the dates on
which installment portions of an option shall vest, provided that no more than
one-third of the shares subject to an option may vest in any one year. The
vesting of an option may also be conditioned on the achievement of Indicators of
Performance established by the Compensation Committee. Subject to the terms of
the 2007 Plan and approval of the Board, the Compensation Committee has the
discretion, on an individual basis, to accelerate the time at which installment
portion(s) of an outstanding option may be exercised.
The stock option agreement will set forth the extent to which the
participant will have the right to exercise an option following termination of
employment or service. The Compensation Committee will determine such provisions
in its sole discretion.
Stock Appreciation Rights
The Compensation Committee may grant SARs to eligible employees and
directors for such numbers of shares and having such terms as the Compensation
Committee designates and are consistent with the Plan. Each person receiving a
SAR award will enter into a stock appreciation right agreement evidencing the
award.
The price at which an SAR may be exercised may not be less than 100% of the
fair market value of the Company's stock on the date the SAR is granted. The
amount paid on the exercise of a SAR is a percentage specified in the SAR
agreement (not to exceed 100%) multiplied by the difference between the fair
market value of a share of common stock on the date of exercise and the exercise
price. A SAR grant may provide that the amount payable upon exercise of the SAR
may be paid in cash, shares of common stock or a combination of both.
The Compensation Committee will determine the period during which a SAR may
be exercised, provided that the period will be no more than ten years from the
grant date. The Compensation Committee will also determine the dates on which
installment portions of a SAR will vest, provided that no more than one-third of
the shares subject to a SAR may vest in any one year. The vesting of a SAR may
also be conditioned on the achievement of Indicators of Performance established
by the Compensation Committee. Subject to the terms of the 2007 Plan and
approval of the Board, the Compensation Committee has the discretion, on an
individual basis, to accelerate the vesting of a SAR. SARs may not be granted in
tandem with options under the 2007 Plan.
The stock appreciation right agreement will set forth the extent to which a
grantee will have the right to exercise a SAR following termination of
employment or service. The Compensation Committee will determine such provisions
in its sole discretion.
Restricted Stock
The Compensation Committee may grant shares of restricted stock to eligible
employees and directors with terms that the Compensation Committee designates
and are consistent with the Plan. Each person receiving a restricted stock award
will enter into a restricted stock agreement evidencing the award.
The vesting and transferability restrictions applicable to restricted stock
granted to a participant may not lapse as to more than one-third of the shares
subject to the award in any one-year. During the restriction period, the
recipient will be entitled to vote the restricted stock and receive dividends.
The Compensation Committee may also condition the vesting of restricted stock on
the achievement of Indicators of Performance established by the Compensation
Committee. Each person receiving a restricted stock award will enter into a
restricted stock agreement evidencing the award.
Subject to the terms of the Plan and approval of the Board, the
Compensation Committee has the authority to accelerate the vesting of restricted
stock.
Restricted Stock Units
Under the 2007 Plan, a RSU is the right to receive payment for each RSU on
the exercise date in an amount equal to the fair market value of a share of
common stock on the vesting date. A RSU grant will specify that the amount
payable by the Company on exercise of the RSU may be paid in cash, shares of
common stock or a combination of both. The Compensation Committee may grant RSUs
to eligible employees and directors for such
27
numbers of shares and having such terms as the Compensation Committee
designates and are consistent with the Plan. Each person receiving a RSU award
will enter into a restricted stock unit agreement evidencing the award.
The Compensation Committee will determine the period during which a RSU
will vest, provided that the period will be no more than ten years from the
grant date and that no more than one-third of the shares subject to a RSU may
vest in any one year. The vesting of a RSU may also be conditioned on the
achievement of Indicators of Performance established by the Compensation
Committee. Subject to the terms of the 2007 Plan and approval of the Board, the
Compensation Committee has the discretion, on an individual basis, to accelerate
the vesting of a RSU.
The RSU agreement will set forth the extent to which a grantee will have
the right to exercise a RSU following termination of employment or service. The
Compensation Committee will determine such provisions in its sole discretion.
Performance Awards
The 2007 Plan permits the Compensation Committee to grant performance
awards to eligible employees from time to time. Performance awards may not be
awarded to directors. Performance awards are only made in cash and are based
upon achieving established Indicators of Performance over an established period
of time, but not less than one year. Performance awards under the 2007 Plan are
not in lieu of any annual bonus plan established by the Board. The Compensation
Committee will establish the terms and conditions of performance awards and,
subject to such terms, may make downward adjustments in awards. Each person
receiving a performance award will enter into a performance award agreement.
Dividends and Voting Rights
Participants awarded stock options, SARs and RSUs will not receive
dividends or dividend equivalents or have any voting rights with respect to
shares of common stock underlying these awards prior to the issuance of any such
shares. Participants receiving restricted stock will have dividend and voting
rights with respect to such shares.
Transferability
Stock options, SARs, restricted stock and RSUs granted under the 2007 Plan
generally will be transferable only by will or the applicable laws of descent
and distribution. In certain limited circumstances, the Compensation Committee
may authorize stock options, other than incentive stock options, to be
transferred to family members or trusts controlled by family members of the
participant. Restricted stock may not be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of until the applicable restrictions lapse.
Valuation
The fair market value per share of common stock on any relevant date under
the 2007 Plan will be deemed to be the closing selling price per share on that
date, or the immediately preceding trading day if such date is not a trading
day, on the NASDAQ Stock Market. On March 5, 2007, the fair market value
determined on such basis was $35.13.
Change in Control, Disability, Death and Termination for Cause.
The 2007 Plan provides that in the event of a "change of control" of the
Company, as defined in the 2007 Plan, all outstanding options, SARs and RSUs
will vest and become exercisable and any restrictions on restricted stock will
lapse effective as of the date of the change in control. In the event of a
participant's death or disability, all outstanding options, SARs and RSUs
granted to such participant will vest and become exercisable, and any
restrictions on restricted stock granted to such participant will lapse as of
the date of death or disability. If a participant's employment is terminated
within two years after a change in control for a reason other than for cause,
the participant may exercise any then exercisable option, other than an
incentive stock option, within the lesser of (i) 12 months following the date of
termination of employment or (b) the term of the option.
No award under the Plan may be exercised or paid if the participant is
terminated for cause prior to the vesting of or lapse of restrictions
attributable to the award.
28
Amendment and Termination
The Board may at any time terminate or amend the 2007 Plan. However, the
Board may not, without further approval of the Shareholders of the Company,
amend the 2007 Plan to:
o increase the number of shares of stock subject to the 2007 Plan;
o change the 2007 Plan provisions relating to establishment of the
exercise prices under options or SARs granted;
o extend the duration of the 2007 Plan;
o reprice, replace or regrant options or SARs through cancellation or by
lowering the exercise price of a previously granted option or SAR;
o make any change to the 2007 Plan considered material under the listing
requirements of the NASDAQ Stock Market or any other exchange on which
the Company's stock is listed; or
o increase the maximum dollar amount of incentive stock options that an
individual optionee may exercise during any calendar year beyond that
permitted in the Internal Revenue Code.
Federal Income Tax Effects of the 2007 Plan
The federal income tax consequences applicable to the Company in connection
with incentive stock options, non-qualified stock options, SARs, restricted
stock, RSUs and performance awards are complex and depend, in large part, on the
surrounding facts and circumstances. A participant should consult with his or
her tax advisor regarding the taxation of awards under the Plan.
Under current federal income tax laws, a participant will generally recognize
income with respect to grants of stock options, SARs, restricted stock, RSUs and
performance awards as follows.
Stock Options and Stock Appreciation Rights
Stock options may be granted in the form of incentive stock options, also
known as "ISOs," or non-qualified stock options, also known as "NQSOs". ISOs are
eligible for favorable tax treatment under the Internal Revenue Code of 1986
(the "Code"). To meet the Code requirements, the maximum value of ISOs that
first become exercisable in any one year (determined as of the dates of grants
of the ISOs) is limited to $100,000. Under the Code, persons do not realize
compensation income upon the grant of an ISO or NQSO. At the time of exercise of
a NQSO, the holder realizes compensation income in the amount of the difference
between the grant price and the fair market value of the Company stock on the
date of exercise multiplied by the number of shares for which the option is
exercised. At the time of exercise of an ISO, no compensation income, however,
is recognized but the difference between the grant price and the fair market
value of the Company stock on the date of exercise multiplied by the number of
shares for which the option is exercised is an item of tax preference which may
require the payment of alternative minimum tax. The tax basis for determining
capital gain or loss from the sale of stock acquired pursuant to a NQSO is the
fair market value of the stock or the date of exercise. If the shares acquired
on exercise of an ISO are held for at least two years after grant of the option
and one year after exercise, the excess of the amount realized on sale over the
exercise price is taxed as capital gains. If the shares acquired on exercise of
an ISO are disposed of, including disposition by gift, within two years after
grant or one year of exercise, the holder realizes compensation income equal to
the excess of the fair market value of shares on the date of exercise over the
option price. Additional amounts realized are taxed as capital gains. The
Company generally is entitled to a deduction under the Code at the time and
equal to the amount of compensation income realized by the holder of an option
under the 2007 Plan.
Compensation income recognized by the exercise of NQSOs is subject to Federal
Insurance Contributions Act ("FICA") and Medicare taxes when the optionee is an
employer and self-employment tax when the optionee is a director. Compensation
income realized upon the premature disposition of stock acquired pursuant to an
ISO is not subject to FICA and Medicare taxes.
29
Stock Appreciation Rights and Restricted Stock Units
SARs are taxed on the date of exercise and RSUs are taxed on the date of
vesting. A participant is taxed on the amount he or she is paid upon exercise of
an SAR or vesting of an RSU. The Company accrues a corresponding deduction. The
amount taxed is also subject to FICA and Medicare taxes in the case of an
employee and self-employment tax in the case of a director.
Restricted Stock
Participants recognize as taxable income the fair market value of restricted
stock on the date the restriction period ends. The amount taxed is subject to
FICA and Medicare taxes in the case of an employee and self-employment tax in
the case of a director. The Company is entitled to a corresponding tax deduction
at the same time. Dividends paid during the restricted period are taxable
compensation/income to the participant and are deductible by the Company. The
value of the stock on the date the restriction period ends becomes the
participant's tax basis for determining subsequent capital gain or loss on the
sale of the stock. A participant may elect to have the fair market value of
restricted stock taxed to him or her at the time of grant. In this event, the
participant recognizes no income when the restrictions lapse. The participant's
tax basis in the stock, for determining capital gain or loss upon the subsequent
sale of the stock, is the fair market value of the stock on the date of grant.
In this event, the Company accrues a tax deduction equal to the amount of income
recognized by the participant on the grant date, and the participant does not
accrue a tax deduction or benefit in the event the stock is subsequently
forfeited.
Performance Awards
Cash payments pursuant to performance awards are taxable as compensatory
income to a participant when it is paid and the Company accrues a corresponding
income tax deduction in this amount. The amount taxed is subject to FICA and
Medicare taxes.
Code Section 162(m)
Section 162(m) of the Code limits the deductibility by the Company of
compensation paid to the CEO and the other four most highly compensated
executives. Section 162(m) of the Code provides an exception to this deduction
limitation for certain "qualified performance-based compensation". Payments or
grants under the 2007 Plan are intended to qualify as "qualified
performance-based compensation" under the Code and applicable regulations.
Code Section 280G and 4999
A twenty percent excise tax is imposed under Code Section 4999 on
participants who receive certain payments in connection with a change of control
of the Company and the Company cannot deduct such payments. It is possible that
the value of accelerated vesting and lapse of restrictions on Plan awards could
constitute change of control payments and that (i) the value of the acceleration
could be subject to the excise tax, (ii) this could cause other Company change
of control payments to be subject to the tax, and (iii), in this event the
Company would not be able to deduct these items for income tax purposes.
New Plan Benefits
As of the date of this Proxy Statement, approximately 20 employees and
non-employee directors are eligible to participate in the 2007 Plan. The
benefits or amounts that the CEO, the other named executive officers, other key
employees or non-employee directors may receive under the 2007 Plan are not
determinable because all benefits or amounts are at the discretion of the
Compensation Committee.
The Grants of Plan Based Awards Table sets forth the number of stock options
granted to the named executive officers and all other employees in 2006. The
stock options granted in 2006 are not necessarily representative of benefits or
amounts that may be received or allocated under the 2007 Plan to the CEO, other
named executive officers, other key employees or non-employee directors.
30
Securities Authorized for Issuance under Equity Compensation Plans
Number of securities
remaining available for
Weighted-average future issuance under
Number of securities to exercise price of equity compensation
be issued upon exercise outstanding plans (excluding
of outstanding options, options, warrants securities reflected
warrants and rights and rights in column (a))
Plan Category (a) (b) (c)
- ------------- ------------------------- ------------------- ------------------------
Equity compensation plans
approved by shareholders (1) ......... 110,286 $ 16.92 503,492 (2)
Equity compensation plans
not approved by shareholders ......... -- -- --
Total ................................. 110,286 $ 16.92 503,492 (2)
Note: All share information has been restated to reflect the 50% stock dividend
paid by the Company in September 2006.
- ------------
(1) These plans are the Company's 1995 Performance-Based Stock Option Plan and
1995 Restricted Stock Bonus Plan.
(2) Includes 403,767 shares available for issuance under the 1995
Performance-Based Stock Option Plan and 99,725 shares available for
issuance under the 1995 Restricted Stock Bonus Plan. The Company intends to
terminate both of these plans as to future grants if the 2007 Plan is
approved by shareholders at the Annual Meeting.
Vote Required for Approval
The affirmative vote of a majority of the shares entitled to vote on this
proposal and represented in person or by proxy at the Annual Meeting is required
to approve the 2007 Plan.
The Company's Board recommends a vote FOR the approval of the 2007 Omnibus
Incentive Stock Plan.
31
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP served as the Company's independent registered public accounting
firm during the year ended December 31, 2006 and has been selected by the Audit
Committee of the Board to serve as such firm for the present year, 2007. KPMG
LLP has served as the Company's independent registered public accounting firm
since 1983. A representative of KPMG LLP is expected to be present at the Annual
Meeting, will have an opportunity to make a statement and is expected to be
available to respond to appropriate questions of shareholders.
Fees Incurred For Services Performed by the Independent Registered Public
Accountants
For the years ended December 31, 2006 and 2005, the Company incurred the
following fees for services performed by KPMG LLP:
2006 2005
----------- -----------
Audit Fees (1) .............. $255,000 $243,000
Audit-related Fees .......... -- --
Tax Fees (2) ................ 86,136 64,768
All Other Fees .............. -- --
-------- --------
Total ...................... $341,136 $307,768
-------- --------
- ------------
(1) Represents fees for services related to the audit of the annual
consolidated financial statement and the Company's internal controls over
financial reporting, and review of the quarterly financial statements and
assessment of the Company's internal controls over financial reporting. All
such fees were pre-approved by Audit Committee.
(2) Represents tax compliance and preparation services, all of which were
pre-approved by the Audit Committee.
The Company's Board recommends a vote FOR the ratification of KPMG LLP as the
Company's independent registered public accounting firm for 2007.
32
Report of the Audit Committee
The Audit Committee, composed entirely of independent directors, as defined
by the Nasdaq listing standards, assists the Board in its oversight of (i) the
integrity of the financial statements of the Company, (ii) the independent
registered public accountants' qualifications and independence (iii) the
performance of the independent registered public accountants and the Company's
internal audit function, and (iv) the compliance by the Company with legal and
regulatory requirements. The Audit Committee operates pursuant to a written
charter that is reviewed and approved annually.
In the performance of its oversight function for the year ended December
31, 2006 the Audit Committee reviewed and discussed the audited consolidated
financial statements and the Company's internal controls over financial
reporting with management and the independent registered public accountants. The
Audit Committee also discussed with the independent registered public
accountants the matters required by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as currently in effect. The Audit
Committee has also received the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, as
currently in effect, and has discussed with the independent registered public
accounting firm its independence.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the Company's audited consolidated financial statements be
included in its Annual Report on Form 10-K for the year ended December 31, 2006
filed with the SEC.
Wayne J. Grace, Chairman
Robert A. Ebel
Harry J. Krieg
33
SHAREHOLDER PROPOSALS
In order for a shareholder to bring any business before a meeting of
shareholders, the shareholder must have given timely notice thereof in writing
to the Company's Secretary and comply with the other notice requirements set
forth in the Company's bylaws. To be timely, a shareholder's notice must be
delivered to or mailed and received at the Company's principal executive offices
not less than 60 days nor more than 90 days prior to the first anniversary of
the preceding year's Annual Meeting. For the 2008 Annual Meeting, shareholders
must submit proposals no earlier than January 17, 2008 and no later than
February 16, 2008.
If, however, the date of the meeting is changed by more than 30 days before
or after such anniversary date, the notice must be received not later than the
tenth day following the day on which such notice of the date of the Annual
Meeting was mailed or such public disclosure was made. A shareholder's notice to
the Secretary must set forth as to each matter the shareholder proposes to bring
before the Annual Meeting:
o a brief description of the business desired to be brought before
the Annual Meeting and the reasons for conducting the business at
the Annual Meeting,
o the name and address, as they appear on the Company's books, of
the proposing shareholder,
o the class and number of shares which are beneficially owned by
the shareholder, and
o any material interest of the shareholder in such business.
The requirements contained in the Company's bylaws and summarized above are
separate from and in addition to the SEC requirements that a shareholder must
meet to have a proposal included in the Company's Proxy Statement. Any
shareholder proposal to be considered for inclusion in the Company's Proxy
Statement and form of proxy for its next Annual Meeting, which is expected to be
held on April 21, 2008, must be received by the Company no later than November
17, 2007 at the following address: Cass Information Systems, Inc., Attn: P.
Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.
OTHER MATTERS AND HOUSEHOLDING
Management does not intend to present to the Annual Meeting any business
other than the items stated in the Notice of Annual Meeting of shareholders and
does not know of any matters to be brought before the Annual Meeting other than
those referred to above. If, however, any other matters properly come before the
Annual Meeting, the persons designated as proxies will vote on each such matter
in accordance with their best judgment.
The Company may and some banks, brokers and other nominee record holders
may be participating in the practice of householding proxy statements and annual
reports. This means that only one copy of this proxy statement may have been
sent to multiple shareholders in your household unless you provide us with
contrary instructions. A separate copy of this proxy statement or the annual
report will be delivered to you if you write to: Cass Information Systems, Inc.,
Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton,
Missouri 63044, or call (314) 506-5500.
By Order of the Board of Directors
P. Stephen Appelbaum, Secretary
34
Appendix A
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
ARTICLE I
PURPOSE
The purpose of the Cass Information Systems, Inc. 2007 Omnibus Incentive
Stock Plan (the "Plan") is to provide incentive opportunities for Non-Employee
Directors and key Employees, and to align their personal financial interest with
the Company's stockholders. The Plan includes provisions for stock options,
stock appreciation rights, restricted stock, restricted stock units and
performance related awards.
ARTICLE II
DEFINITIONS
2.1 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.2 "CHANGE OF CONTROL" means one or more of the following occurrences:
(a) Any individual, corporation (other than the Company), partnership,
trust, association, pool, syndicate, or any other entity or any group of persons
acting in concert, becomes a beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) of securities of the Company
possessing more than one-third (1/3) of the voting power for the election of the
Board of Directors;
(b) The consummation of any consolidation, merger, or other business
combination involving the Company in which holders of voting securities of the
Company, immediately prior to such consummation, own, as a group, immediately
after such consummation, voting securities of the Company (or, if the Company
does not survive such transaction, voting securities of the entity surviving
such transaction) having less than two-thirds (2/3) of the total voting power in
an election of the directors of the Company or such other surviving entity;
(c) During any period of two (2) consecutive years, individuals, who
at the beginning of such period, constitute members of the Board of Directors
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's stockholders, of each
new director of the Company is approved by a vote of at least two-thirds (2/3)
of the members of the Board of Directors then still in office who are directors
of the Company at the beginning of any such period; or
(d) The consummation of any sale, lease, exchange, or other transfer
(in one transaction or in a series of related transactions) of all, or
substantially all, of the assets of the Company (on a consolidated basis) to a
party which is not controlled by or under common control with the Company.
In the event that any provision of this definition of Change in Control
provides for a smaller degree of change of ownership than that required in the
corresponding meaning of change in the ownership or effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company under Proposed Treasury Regulation 1.409A-3(g)(5) or any successor
regulation and the benefit which becomes vested or payable on account of a
Change in Control is subject to Code Section 409A, the determination as to
whether there has been a Change in Control shall be determined by the
provisions of such Proposed Treasury Regulation 1.409A-3(g)(5) or any successor
regulation.
2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
2.4 "COMPANY" means Cass Information Systems, Inc., a Missouri corporation,
and any successor corporation by merger or otherwise. When the context so admits
or requires, "Company" includes Subsidiaries.
2.5 "COMMITTEE" means a committee of two (2) or more members of the Board
appointed by the Board of Directors to administer the Plan pursuant to Article
III herein. A person may serve on the Committee only if he or she is a
"non-employee director" for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and satisfies the requirements of an "outside director"
for purposes of Code Section 162(m).
2.6 "EMPLOYEE" means any person employed by the Company or a Subsidiary on
a full-time salaried basis. The term "Employee" shall not include a person hired
as an independent contractor, leased employee, consultant or a person otherwise
designated by the Committee at the time of hire as not eligible to participate
in the Plan.
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Appendix A
2.7 "FAIR MARKET VALUE" means, as of any given date, the value of Stock
determined as follows:
(i) the last reported sale price of the Stock as quoted on The NASDAQ
Stock Market on such date (or, if such date is not a trading day, the
immediately preceding trading day) or, if no such reported sale takes place on
any such date, the average of the closing bid and asked prices on such date (or,
if such date is not a trading day, the immediately preceding trading day);
(ii) if the Stock is then listed on another national securities
exchange, the last reported sale price or, if no such reported sale takes place
on any such day, the average of the closing bid and asked prices on the
principal national securities exchange on which the Stock is listed or admitted
to trading; or
(iii) if none of the foregoing is applicable, then the Fair Market
Value of a share of Stock shall be determined in good faith by the Committee in
its discretion.
2.8 "INCENTIVE STOCK OPTION" or "ISO" means an Option grant which meets or
complies with the terms and conditions set forth in the Code Section 422 and
applicable regulations.
2.9 "INDICATORS OF PERFORMANCE" means the criteria used by the Committee to
evaluate the Company's performance with respect to awards under the Plan
including: the Company's Pretax Income; Net Income; Earnings Per Share; Revenue;
Fee Revenue; Expenses; Return on Assets; Return on Equity; Return on Investment;
Net Profit Margin; Operating Profit Margin; Discretionary Cash Flow (net cash
provided by operating activities, less estimated total changes in operating
assets and liabilities); Total Stockholder Return; Share Price; Lease Operating
Expenses; Earnings before Income Tax, Depreciation and Amortization (EBITDA);
Capitalization; Liquidity; Reserve Adds or Replacement; Funding and Development
Costs; Production Volumes; Results of Customer Satisfaction Surveys and other
measures of Quality, Safety, Productivity, Cost Management or Process
Improvement or other measures the Committee approves. The Committee has the
discretion to select the particular Indicators of Performance to be utilized in
determining awards, and such Indicators of Performance may vary between
Performance Periods and different awards. In addition, such Indicators of
Performance may be determined solely by reference to the performance of the
Company, a Subsidiary, or a division or unit of any of the foregoing, or based
upon comparisons of any of the performance measures relative to other companies.
In establishing an Indicator of Performance, the Committee may exclude the
impact of any event or occurrence which the Committee determines should
appropriately be excluded such as, for example, a restructuring or other
nonrecurring charge, an event either not directly related to the operations of
the Company or not within the reasonable control of the Company's management, or
a change in accounting standards required by U.S. generally accepted accounting
principles.
2.10 "NON-EMPLOYEE DIRECTOR" means any person duly elected a director of
the Company who is not an Employee of the Company.
2.11 "OPTION" or "STOCK OPTION" means a right granted under the Plan to an
Participant to purchase a stated number of shares of Stock at a stated exercise
price.
2.12 "PARTICIPANT" means an Employee or Non-Employee Director who has
received or been granted a benefit under the Plan.
2.13 "PERFORMANCE AWARD" means an award established by the Committee
pursuant to Article X.
2.14 "PERFORMANCE AWARD PARTICIPANT" means any eligible Employee so
designated by the Committee.
2.15 "PERFORMANCE PERIOD" means a period established by the Committee of
not less than one year, at the conclusion of which performance-based
compensation, subject to the terms of the Performance Award, becomes vested and
non-forfeitable or settlement is made with a Performance Award Participant with
respect to the Performance Award.
2.16 "RESTRICTED STOCK" means Stock granted pursuant to Article VIII of the
Plan.
A-2
Appendix A
2.17 "RESTRICTED STOCK UNIT" or "RSU" means Restricted Stock Unit granted
pursuant to Article IX of the Plan. RSU's are similar to Restricted Stock except
that no shares of stock are actually issued to a Participant. Instead, a
Participant is granted units and each unit has a Fair Market Value equal to the
Fair Market Value of a share of Stock as of any given date.
2.18 "RESTRICTION PERIOD" is the period of time during which shares of
Restricted Stock or RSUs are subject to forfeiture if the restrictions
applicable to such shares or RSUs are violated, as determined by the Committee.
2.19 "SPREAD" means, with respect to a SAR, the difference of the Fair
Market Value of a share of Stock on the exercise date and the Fair Market Value
of a share of Stock on the grant date.
2.20 "STOCK" means the common stock of the Company.
2.21 "STOCK APPRECIATION RIGHT" or "SAR" means a right to receive a payment
equal to the excess of the Fair Market Value of Stock as of the exercise date
over the exercise price specified in the SAR.
2.22 "SUBSIDIARY" means any corporation or similar legal entity (other than
the Company) in which the Company or a Subsidiary of the Company owns fifty
percent (50%) or more of the total combined voting power of all classes of
stock, provided that, with regard to Incentive Stock Options, "Subsidiary" shall
have the meaning provided under Section 424(f) of the Code.
2.23 "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Stock of the Company
or any of its affiliates.
2.24 "TERMINATED FOR CAUSE" and "TERMINATION FOR CAUSE" means termination
by the Company of the Participant's employment or service by reason of: (a) an
order of any federal or state regulatory authority having jurisdiction over the
Company or any Subsidiary; (b) the willful failure of the Participant
substantially to perform his or her duties set forth by his or her employment
agreement (other than any such failure due to the Participant's physical or
mental illness); (c) a willful breach by the Participant of any material
provision of any written agreement with the Company or any Subsidiary; (d) the
Participant's commission of a crime that constitutes a felony or other crime of
moral turpitude or criminal fraud; (e) chemical or alcohol dependency which
materially and adversely affects the Participant's performance of his or her
duties to the Company or any Subsidiary; (f) any act of disloyalty or breach of
responsibilities to the Company or any Subsidiary, which is intended by the
Participant to cause material harm to the Company; (g) misappropriation (or
attempted misappropriation) of any of the Company's or any Subsidiary's funds or
property by the Participant; or (h) the Participant's material and intentional
violation of any Company or Subsidiary policy applicable to the Participant.
2.25 "TOTAL DISABILITY" and "TOTALLY DISABLED" means the permanent and
total disability of a person within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee in good faith, upon receipt of and reliance on
sufficient competent medical advice.
ARTICLE III
ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Committee. Subject
to such approvals and other authority as the Board may reserve to itself from
time to time, the Committee shall, consistent with the provisions of the Plan,
from time to time establish such rules and regulations and appoint such agents
as it deems appropriate for the proper administration of the Plan, and make such
determinations under, and such interpretations of, and take such steps in
connection with the Plan, Options, SARs, Restricted Stock, RSUs or Performance
Awards as it deems necessary or advisable.
3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions herein, the
Committee shall have the full power to determine the size and types of grants of
Options, SARs, Restricted Stock, RSUs and Performance Awards; to determine the
terms and conditions of such grants and Performance Awards in a manner
consistent with the Plan; to construe and interpret the Plan and any agreement
or instrument entered into under the Plan; to establish, amend or waive rules
and regulations for the Plan's administration; and to amend the terms and
conditions of any outstanding Options, SARs, Restricted Stock, RSUs or
Performance Awards to the extent
A-3
Appendix A
such terms and conditions are within the sole discretion of the Committee as
provided in the Plan and subject to the limitations and restrictions otherwise
applicable under the Plan including those contained in Article XIII. Further,
the Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate its authority hereunder. The Committee may take any action
consistent with the terms of the Plan which the Committee deems necessary to
comply with any government laws or regulatory requirements of a foreign country,
including, but not limited to, modifying the terms and conditions governing any
Options, SARs, Restricted Stock, RSUs or Performance Awards, or establishing any
local country plans as sub-plans to this Plan.
3.3 DECISIONS BINDING. All determinations and decisions of the Committee as
to any disputed question arising under the Plan, including questions of
construction and interpretation, shall be final, binding and conclusive upon all
parties.
3.4 COMMITTEE AWARDS. Award to non-employee directors of the Company who
are Committee members shall be made by the Board of Directors except that a
Committee member shall not participate in any Board determinations relating to
grants of awards to such Committee member.
ARTICLE IV
ELIGIBILITY
Those Employees who, in the judgment of the Committee, may make key
contributions to the profitability and growth of the Company shall be eligible
to receive Options, SARs, Restricted Stock, RSUs and Performance Awards under
the Plan. All Non-Employee Directors shall be eligible to receive Options (other
than ISOs), SARs, Restricted Stock and RSUs under the Plan.
ARTICLE V
MAXIMUM SHARES AVAILABLE
5.1 AUTHORIZED SHARES OF STOCK. The Stock to be distributed under the Plan
may be either authorized and issued shares or unissued shares of the Stock,
including but not limited to such shares held as treasury shares. Subject to
Article XI, the maximum amount of Stock which may be issued under the Plan in
satisfaction of exercised award or issued as Restricted Stock shall not exceed,
in the aggregate, eight hundred thousand (800,000) shares.
5.2 INDIVIDUAL LIMITS ON GRANTS. Under the Plan, no Employee or
Non-Employee Director shall be awarded, during the term of the Plan, Options,
SARs, RSUs and Restricted Stock covering more than eighty thousand (80,000)
shares of Stock on an annual basis. For purposes of this Section 5.2, a grant of
one SAR or RSU shall be treated as a grant of one share of Stock.
5.3 LAPSED AWARDS. Stock subject to an Option which for any reason is
cancelled or terminated without having been exercised or Stock awarded as
Restricted Stock which is forfeited, shall again be available for grants under
the Plan.
ARTICLE VI
STOCK OPTIONS
6.1 GRANT OF OPTIONS.
(a) The Committee may, at any time and from time to time on or after
the effective date of the Plan, grant Options under the Plan to eligible
Participants, for such numbers of shares of Stock and having such terms as the
Committee shall designate, subject however, to the provisions of the Plan. The
Committee may also determine the type of Option granted (e.g., ISO,
nonstatutory, other statutory Options as from time to time may be permitted by
the Code) or a combination of various types of Options. Options designated as
ISOs shall comply with all the provisions of Section 422 of the Code and
applicable regulations and shall not be granted to Non-Employee Directors (for
this purpose only, a Non-Employee Director shall not be considered a
Participant). The aggregate Fair Market Value (determined at the time the Option
is granted) of Stock with respect to which ISOs are exercisable for the first
time by an individual during a calendar year under all plans of the Company, any
Subsidiary shall not exceed one hundred thousand dollars ($100,000). Upon
determination by the Committee that an Option is to be granted to a Participant,
written notice shall be given to such person as soon as practicable,
A-4
Appendix A
specifying the terms, conditions, rights and duties related thereto. Awards
shall be deemed to be granted as of the date specified in the grant resolution
of the Committee, which date shall be the date of any related agreement with the
Participant. In the event of any inconsistency between the provisions of the
Plan and any such agreement entered into hereunder, the provisions of the Plan
shall govern. Any individual at any one time and from time to time may hold more
than one Option granted under the Plan or under any other Stock plan of the
Company.
(b) Each Option shall be evidenced by a "Stock Option Agreement" in
such form and containing such provisions consistent with the provisions of the
Plan as the Committee from time to time shall approve.
(c) In the event that an ISO does not comply with all the provisions
of Section 422 of the Code and applicable regulations, such Option shall become
a nonqualified stock Option on the date of said noncompliance.
6.2 EXERCISE PRICE. The price at which shares of Stock may be purchased
under an Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Option is granted. Notwithstanding the
foregoing, a Ten Percent Stockholder shall not be granted an ISO unless the
exercise price of such Option is at least one hundred ten percent (110%) of the
Fair Market Value of the Stock on the date such Option is granted.
6.3 OPTION PERIOD. The period during which an Option may be exercised shall
be determined by the Committee, provided that such period shall not be less than
one (1) year from the date on which the Option is granted or longer than: (a)
ten (10) years from the date on which the Option is granted in the case an ISO;
(b) five (5) years from the date on which the Option is granted with respect to
a grant of an ISO to a Ten Percent Stockholder; and (c) ten (10) years and one
(1) day from the date on which the Option is granted in the case of other
Options.
6.4 VESTING OF OPTIONS. Except as provided in Section 6.5, the date or
dates on which installment portions of an Option shall vest and may be exercised
during the term of an Option shall be determined by the Committee and may vary
from Option to Option, provided that no more than one-third (1/3) of the shares
of Stock subject to an Option may vest in any one (1) year. The vesting of any
Option may also be conditioned on the achievement of Indicators of Performance
established by the Committee. Notwithstanding anything in this Section 6.4 to
the contrary but subject to the provisions of this Plan and Board approval, the
Committee may, on an individual basis, accelerate the time at which installment
portion(s) of an outstanding Option may be exercised.
6.5 TERMINATION OF SERVICE. Subject to the provisions of this Section 6.5,
an Option shall terminate at the end of and may be exercised, to the extent the
Option is exercisable under the Option Agreement, within the period not to
exceed the lesser of (a) ninety (90) days after the Participant ceases to be an
Employee or Non-Employee Director for any reason other than Total Disability or
death or (b) the remaining term of the Option award. If an Employee's or
Non-Employee Director's employment or service is terminated by reason of Total
Disability, all Options granted to such Participant will become fully
exercisable upon such termination and may be exercised within the period not to
exceed the lesser of: (a) one (1) year following such termination; or (b) the
remaining term of the Option award. If an Employee or Non-Employee Director of
the Company dies while in the employ or service of the Company or a Subsidiary
or within ninety days after the termination of such employment or service,
Options granted to such Participant shall become fully exercisable on the
Participant's death and may, within the lesser of (a) twelve (12) months after
the Participant's death or (b) the remaining term of the Option award, be
exercised by the person or persons to whom the Participant's rights under the
Option shall pass by will or by the applicable laws of descent and distribution.
Unless otherwise specifically provided in the Option agreement, no Option may be
exercised after a Participant's service with the Company or a Subdivision is
Terminated for Cause. In no event may an Option be exercised to any extent by
anyone after the expiration or termination of the Option as provided in this
Section 6.5 except that the Committee may elect to extend the period of Option
exercise and vesting provisions for an Employee or Non-Employee Director whose
employment or service with the Company terminates for any reason.
6.6 PAYMENT FOR SHARES. The exercise price of an Option shall be paid to
the Company in full at the time of exercise at the election of the Participant:
(a) in cash; (b) in shares of Stock having a Fair Market Value equal to the
aggregate exercise price of the Option and satisfying such other requirements as
may be imposed by the Committee; (c) partly in cash and partly in such shares of
Stock; (d) through the withholding of shares of Stock (which would otherwise be
delivered to the Participant) with an aggregate Fair Market Value on the
exercise date
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Appendix A
equal to the aggregate exercise price of the Option; or (e) through the delivery
of irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate exercise price of the Option. The Committee may
limit the extent to which shares of Stock may be used in exercising Options. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to shares of Stock subject to an Option until the Participant has
given written notice of exercise of the Option, paid in full for such shares of
Stock and, if applicable, has satisfied any other conditions imposed by the
Committee pursuant to the Plan.
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 GRANT OF SARs.
(a) The Committee may authorize grants to any Participant of Stock
Appreciation Rights upon such terms and conditions as it may determine in
accordance with this Article VII. A Stock Appreciation Right will be a right of
the Participant to receive from the Company upon exercise an amount determined
by the Committee at the date of grant and expressed as a percentage of the
Spread (not to exceed 100 percent) at the time of exercise.
(b) Each grant will specify the number of shares of Stock in respect
of which it is made and the term during which it may be exercised.
(c) Each SAR shall be evidenced by a "Stock Appreciation Right
Agreement" in such form and containing such provisions consistent with the
provisions of the Plan as the Committee from time to time shall approve.
7.2 EXERCISE PRICE; PAYMENT ON EXERCISE. Each grant made will specify the
exercise price, which will not be less than 100% of the Fair Market Value per
share of Stock on the date of grant for each SAR subject to the grant. A grant
may provide that the amount payable on exercise of a Stock Appreciation Right
may be paid: (a) in cash; (b) in shares of Stock having an aggregate Fair Market
Value per Share equal to the Spread (or the designated percentage of the
Spread); or (c) in a combination thereof, as determined by the Committee in its
discretion. Such payment shall be made no later than March 15 of the year
immediately following the last day of the year in which the exercise occurs or
by a later date by which such payment may be made so that the payment falls
under the short term deferred exception of Code Section 409A. A grant may
specify that the amount payable to the Participant on exercise of a SAR may not
exceed a maximum amount specified by the Committee at the date of grant.
7.3 SUCCESSIVE GRANTS. Successive grants of SARs may be made to the same
Participant whether or not any Stock Appreciation Rights or other award
previously granted to such Participant remain unexercised or outstanding.
7.4 EXERCISABILITY OF SARs.
(a) Each SAR grant shall specify the required period or periods of
continuous service by the Participant with the Company or any Subsidiary that
are necessary before the Stock Appreciation Rights or installments thereof
become exercisable, and provide that (i) no more than one third of the SARs
under a specific grant sale becomes exercisable in one year and (ii) no SAR may
be exercised except at a time when the Spread is positive. Notwithstanding
anything in this Section 7.4 to the contrary but subject to the provisions of
this Plan and Board approval, the Committee may, on an individual basis,
accelerate the time at which installment portions of outstanding SARs may be
exercised.
(b) A grant may specify Indicators of Performance that must be
achieved as a condition to the exercise of the Stock Appreciation Rights.
(c) No Stock Appreciation Right shall be exercisable prior to one (1)
year from the date of grant and more than ten (10) years from the date of grant.
(d) An SAR shall terminate at the end of, and may be exercised to the
extent the SAR is exercisable under the SAR agreement, within the period not to
exceed the lesser of (a) ninety (90) days after the Participant ceases to be an
Employee or Non-Employee Director for any reason other than Total Disability or
death or (b) the remaining term of the SAR award. If an Employee's or
Non-Employee Director's employment or service with the Company or a Subsidiary
is terminated by reason of Total Disability, all SARs granted to such
Participant will
A-6
Appendix A
become fully exercisable upon such termination and may be exercised within the
period not to exceed the lesser of: (a) one (1) year following such termination;
or (b) the remaining term of the SAR award. If an Employee or Non-Employee
Director of the Company dies while in the employ or service of the Company or a
Subsidiary or within ninety days after the termination of such employment or
service, SARs granted to such Participant shall become fully exercisable on the
Participant's death and may, within the lesser of (a) twelve (12) months after
the Participant's death or (b) the remaining term of the SAR award, be exercised
by the person or persons to whom the Participant's rights under the SAR shall
pass by will or by the applicable laws of descent and distribution. In no event
may an SAR be exercised to any extent by anyone after the expiration or
termination of the SAR as provided in this Section 6.5 except that the Committee
may elect to extend the period of SAR exercise and vesting provisions for an
Employee or Non-Employee Director whose employment or service with the Company
terminates for any reason.
(e) Unless otherwise specifically provided in the SAR agreement , no
Stock Appreciation Right may be exercised after a Participant's service with the
Company or a Subsidiary has been Terminated for Cause.
7.5 NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights to
dividends or other rights of a stockholder of Stock with respect to an SAR.
ARTICLE VIII
RESTRICTED STOCK
8.1 TERMS OF GRANT. At the time of making a grant of Restricted Stock to a
Participant, the Committee shall establish a Restriction Period during which
shares of Restricted Stock are subject to forfeiture if the restrictions
applicable to such shares are violated. Except as provided in Section 8.3,
forfeiture restrictions on a grant of Restricted Stock shall lapse in a calendar
year with respect to no more than one third of the shares subject to such grant
except that the Committee may, subject to the provisions of this Plan and Board
approval, on an individual basis, accelerate the time at which restrictions on
Restricted stock lapse. The Committee shall and assign such terms, conditions
and other restrictions to the Restricted Stock as it shall determine. The
vesting of any such Restricted Stock may be conditioned on the achievement of
Indicators of Performance during a Performance Period established by the
Committee. All restrictions imposed with respect to a grant of Restricted Stock
must lapse within ten years of such grant.
8.2 RESTRICTED STOCK -- RIGHTS. Restricted Stock will be represented by a
Stock certificate registered in the name of the Restricted Stock recipient. Such
certificate, accompanied by a separate, duly-endorsed stock power, shall be
deposited with the Company. Instead of issuing certificates, the Company may
elect to have unvested shares of Restricted Stock held in book entry form on the
books of the Company depository or another institution designated by the Company
if and only to the extent permitted by applicable laws and the Company's
Articles of Incorporation and Bylaws. The recipient shall be entitled to receive
dividends during the Restriction Period and shall have the right to vote such
Restricted Stock and all other stockholder's rights, with the exception that:
(a) the recipient will not be entitled to delivery of the Stock certificate
during the Restriction Period; (b) the Company will retain custody of the
Restricted Stock during the Restriction Period; and (c) the non-fulfillment of
the terms and conditions established by the Committee pursuant to the grant
shall cause a forfeiture of the Restricted Stock. The Committee may, in
addition, prescribe additional restrictions, terms and conditions upon or to the
Restricted Stock.
8.3 TERMINATION OF SERVICE. The Committee may establish such rules
concerning the termination of service of a recipient of Restricted Stock prior
to the expiration of the applicable Restriction Period as it may deem
appropriate; provided, however, that if an Employee or Non-Employee Director
terminates service by reason of death or Total Disability, the applicable
forfeitable restrictions will lapse upon such death or occurrence of Total
Disability. Unless otherwise specifically provided in the Restricted Stock
Agreement, Restricted Stock will be forfeited immediately upon termination of a
Participant's service with the Company or a Subsidiary if the Participant's
employment is Terminated for Cause.
8.4 RESTRICTED STOCK AGREEMENT. Each grant of Restricted Stock shall be
evidenced by a "Restricted Stock Agreement" in such form and containing such
terms and conditions not inconsistent with the provisions of the Plan as the
Committee from time to time shall approve.
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Appendix A
8.5 LEGEND ON CERTIFICATES. The Committee may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
For example, the Committee may determine that some or all certificates
representing shares of Restricted Stock shall bear the following legend:
"THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION LAW, IS
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE CASS
INFORMATION SYSTEMS, INC. OMNIBUS 2007 INCENTIVE STOCK PLAN, AND IN A
RESTRICTED STOCK AGREEMENT. A COPY OF THE PLAN AND SUCH RESTRICTED STOCK
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY."
8.6 RETURN OF RESTRICTED STOCK TO COMPANY. On the date set forth in the
applicable Restricted Stock Agreement, the Restricted Stock for which
restrictions have not lapsed shall revert to the Company and thereafter shall be
available for grant under the Plan.
8.7 SECTION 83(b) ELECTION. The Committee may provide in a Restricted Stock
Agreement that the award of Restricted Stock is conditioned upon the Participant
making or refraining from making an election with respect to the award under
Code Section 83(b). If a Participant makes an election pursuant to Code Section
83(b) with respect to a Restricted Stock award, the Participant shall be
required to promptly file a copy of such election with the Company.
ARTICLE IX
RESTRICTED STOCK UNITS
9.1 GRANT OF RSUs. The Committee may authorize grants to any Participant of
RSUs upon such terms and conditions as it may determine in accordance with this
Article IX. A RSU is the right of the Participant to receive from the Company,
upon vesting of the RSU, an amount or a percentage of the amount not to exceed
100 percent, equal to the number of RSUs becoming vested multiplied by the Fair
Market Value of a share of Stock on the vesting date.
(a) Each grant will specify the number of RSUs being granted.
(b) Each RSU shall be evidenced by a "Restricted Stock Unit Agreement"
in such form and containing such provisions consistent with the provisions of
the Plan as the Committee from time to time shall approve.
(c) Each grant shall be evidenced by a "Restricted Stock Unit
Agreement," in such form and containing such provisions consistent with the
provisions of the Plan as the Committee from time to time shall approve.
9.2 PAYMENT ON VESTING. A grant may provide that the amount payable on
vesting of a RSU may be paid: (a) in cash; (b) in shares of Stock having an
aggregate Fair Market Value equal to the amount payable (or the designated
percentage of the amount payable); or (c) in a combination thereof, as
determined by the Committee in its discretion. Such payment shall be made no
later than March 15 of the year immediately following the calendar year in which
the vesting occurs or by a later date by which such payment may be made so that
the payment falls under the short term deferral exception of Code Section 409A.
A grant may specify that the amount payable to the Participant on vesting of an
RSU may not exceed a maximum amount specified by the Committee at the date of
grant.
9.3 SUCCESSIVE GRANTS. Successive grants of RSUs may be made to the same
Participant whether or not any RSUs or other award previously granted to such
Participant remain unexercised or outstanding.
9.4 VESTING OF RSUs. At the time of making a grant of RSUs to a
Participant, the Committee shall established a Restriction Period during which
RSUs are subject to forfeiture if restrictions applicable to such RSUs are
violated.
(a) The Committee may assign such terms, conditions and other
restrictions to the RSUs as it will determine.
(b) A grant may specify the Indicators of Performance that must be
achieved as a condition to the vesting of an RSU grant.
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Appendix A
(c) No more than one third of the RSUs in a grant shall become vested
in a calendar year except that RSUs shall be fully vested on a Participant's
death or Total Disability and the Committee, subject to the provisions of this
Plan and Board approval, may accelerate the time, on an individual basis, at
which RSUs vest.
(d) RSUs subject to a grant must be fully vested within ten (10) years
from the date of grant.
(e) Unless otherwise specifically provided in the Restricted Stock
Unit Agreement, no RSU may vest after a Participant's service with the Company
or a Subsidiary has been Terminated for Cause.
9.5 NO RIGHTS AS A STOCKHOLDER. No Participant shall have rights to
dividends, vesting, voting or other rights as a shareholder of Stock with
respect to RSUs.
ARTICLE X
PERFORMANCE AWARDS
10.1 PERFORMANCE AWARDS. Performance Awards pursuant to this Article X are
based upon achieving established Indicators of Performance over a Performance
Period. At the time of making a Performance Award, the Committee shall establish
such terms and conditions as it shall determine applicable to such Performance
Award. Performance Awards shall be paid not later than March 15 of the calendar
year immediately following the calendar year in which the Performance Period
ends or by a later date by which such payment may be made so that the payment
falls under the short term deferral exception of Code Section 409A. Recipients
of Performance Awards are not required to provide consideration for such Awards
other than the rendering of service. A Performance Award shall be paid in cash.
For avoidance of doubt, a Performance Award under this Article X is not in lieu
of any annual bonus plan or other bonus program established and approved by the
Board of Directors from time to time.
10.2 ADMINISTRATIVE PROCEDURE. The Committee shall designate Employees as
Performance Award Participants to become eligible to receive Performance Awards
and shall establish Performance Periods, provided that, as calculated by the
Committee: (a) the cash covered by all Awards granted under the Plan during a
calendar year shall not exceed five million dollars ($5,000,000); and (b) the
cash covered by all awards granted to an individual under the Plan during a
calendar year shall not exceed two million five hundred thousand dollars
($2,500,000).
10.3 INDICATORS OF PERFORMANCE. The Committee shall establish Indicators of
Performance applicable to the Performance Period. Indicators of Performance are
utilized to determine amount and timing of Performance Awards, and may vary
between Performance Periods and different Performance Awards.
10.4 AWARD ADJUSTMENT. Subject to the terms of the Performance Award, the
Committee may make downward adjustments in Awards to Performance Award
Participants.
10.5 PARTIAL PERFORMANCE PERIOD PARTICIPATION. Subject to applicable
restrictions under Section 162(m) of the Code, the Committee shall determine the
extent to which an Employee shall participate in a partial Performance Period
because of becoming eligible to be a Performance Award Participant after the
beginning of such Performance Period. In the event a Performance Award
Participant's employment with the Company is terminated for any reason, other
than after a Change of Control, prior to completing at least fifty (50) percent
of the Performance Period for a Performance Award, no payment shall be made
pursuant to the Performance Award. In the event a Performance Award
Participant's employment with the Company is terminated (i) on account of
termination by the Company for other than Termination for Cause, (ii) death or
(iii) Total Disability after completing at least fifty (50) percent of the
Performance Period for a Performance Award, such Performance Award Participant
shall be paid a pro rata portion of the Performance Award, if the Indicators of
Performance are met, no later than March 15 of the year immediately following
the calendar year in which his or her employment is terminated or by a later
date by which such payment may be made so that the payment falls under the short
term deferral exception of Code Section 409A. No payment shall be made pursuant
to a Performance Award if the Performance Award Participant's employment with
the Company is voluntarily terminated by him or her for any reason or is
Terminated for Cause prior to the end of the Performance Period.
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Appendix A
ARTICLE XI
ADJUSTMENT UPON CHANGES IN STOCK
The number of shares of Stock, including limits under Sections 5.1 and 5.2,
which may be issued pursuant to this Plan, the number of shares covered by, and
the exercise price per share of, each outstanding Option and SAR, the number of
shares granted as Restricted Stock and the number of RSUs, shall be adjusted
proportionately, and any other appropriate adjustments shall be made, for any
increase or decrease in the total number of issued and outstanding shares of
Stock (or change in kind) resulting from any change in the Stock through a
merger, consolidation, reorganization, recapitalization, subdivision or
consolidation of shares or other capital adjustment or the payment of a Stock
dividend, split or other increase or decrease (or change in kind) in such
shares. In the event of any such adjustment, fractional shares shall be
eliminated. Except as otherwise determined by the Committee, no change shall be
made to an Incentive Stock Option under this Article XI to the extent it would
constitute a "modification" under section 424(h)(3) of the Code.
ARTICLE XII
CHANGE IN CONTROL
Notwithstanding anything to the contrary in the Plan, upon a Change in
Control of the Company, the following shall apply:
(a) If a Change of Control occurs during a Restriction Period(s)
applicable to Restricted Stock and RSUs issued under the Plan, all restrictions
imposed hereunder on such Restricted Stock and RSUs shall lapse effective as of
the date of the Change in Control;
(b) If a Change in Control occurs during a Performance Period(s)
applicable to an award granted under the Plan, a Performance Award Participant
shall earn no less than the award of cash which the Performance Award
Participant would have earned if applicable Indicator(s) of Performance had been
achieved and the Performance Period(s) had terminated as of the date of the
Change in Control; and
(c) Any outstanding Options and SARs that are not exercisable shall
become exercisable effective as of the date of a Change in Control. If an
Participant's employment is terminated within two (2) years after the effective
date of a Change in Control for a reason other than a Termination for Cause, to
the extent that any Option or SAR was exercisable at the time of the
Participant's termination of employment, such Option or SAR, other than an ISO,
may be exercised within the lesser of: (a) twelve (12) months following the date
of termination of employment, or (b) the term of the Option or SAR.
ARTICLE XIII
MISCELLANEOUS
13.1 EFFECT ON OTHER PLANS. Except as otherwise required by law, no action
taken under the Plan shall be taken into account in determining any benefits
under any pension, retirement, thrift, profit sharing, group insurance or other
benefit plan maintained by the Company or any Subsidiary, unless such other plan
specifically provides for such inclusion.
13.2 TRANSFER RESTRICTIONS. No Option (except as provided in Section 13.2),
SAR or RSU, grant of Restricted Stock or Performance Award under this Plan shall
be transferable other than by will or the laws of descent and distribution. Any
Option or SAR shall be exercisable: (a) during the lifetime of an Participant,
only by the Participant or, to the extent permitted by the Code, by an appointed
guardian or legal representative of the Participant; and (b) after death of the
Participant, only by the Participant's legal representative or by the person who
acquired the right to exercise such Option or SAR by bequest or inheritance or
by reason of the death of the Participant.
13.3 TRANSFER OF OPTIONS. The Committee may, in its discretion, authorize
all or a portion of the Options to be granted to an Participant to be on terms
which permit transfer by such Participant to an immediate family member of the
Participant who acquires the options from the Participant through a gift or a
domestic relations order. For purposes of this Article XIII, Section 13.3,
"family member" includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, trusts for the exclusive benefit of these persons and any other
entity owned solely by these persons, provided that the Stock Option agreement
pursuant to which such Options are granted must be approved by the Committee and
must expressly provide for
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Appendix A
transferability in a manner consistent with this Section and provided further
that subsequent transfers of transferred Options shall be prohibited except in
accordance with Article XIII, Section 13.2. Following transfer, any such Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of employment of
Article VI, Section 6.5 hereof shall continue to be applied with respect to the
original Participant, following which the Options shall be exercisable by the
transferee only to the extent and for the periods specified in Article VI,
Section 6.5. Notwithstanding the foregoing, an ISO may not be transferred to a
family member in accordance with this Section 13.3.
13.4 WITHHOLDING TAXES. The Company shall have the right to withhold from
any settlement hereunder any federal, state, or local taxes required by law to
be withheld, or require payment in the amount of such withholding. If settlement
hereunder is in the form of Stock, such withholding may be satisfied by the
withholding of shares of Stock by the Company, unless the Participant shall pay
to the Company an amount sufficient to cover the amount of taxes required to be
withheld, and such withholding of shares does not violate any applicable laws,
rules or regulations of federal, state or local authorities.
13.5 TRANSFER OF EMPLOYMENT. Transfer of employment or consulting
assignment between the Company and a Subsidiary shall not constitute termination
of employment or service for the purpose of the Plan. Whether any leave of
absence shall constitute termination of employment for the purposes of the Plan
shall be determined in each case by the Committee.
13.6 ADMINISTRATIVE EXPENSES. All administrative expenses associated with
the administration of the Plan shall be paid by the Company.
13.7 TITLES AND HEADINGS. The titles and headings of the articles in this
Plan are for convenience of reference only and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.
13.8 NO GUARANTEE OF CONTINUED EMPLOYMENT OR SERVICE. No grant or award to
an Employee under the Plan or any provisions thereof shall constitute any
agreement for or guarantee of continued employment by the Company and no grant
or award to a Non-Employee Director shall constitute any agreement for or
guarantee of continuing as a Non-Employee Director.
13.9 COMMITTEE DUTIES AND POWERS. The Committee shall have such duties and
powers as may be necessary to discharge its responsibilities under this Plan,
including, but not limited to, the ability to construe and interpret the Plan
and resolve any ambiguities with respect to any of the terms and provisions
hereof as written and as applied to the operation of the Plan.
13.10 PROCEEDS. The proceeds received by the Company from the sale of Stock
under the Plan shall be added to the general funds of the Company and shall be
used for corporate purposes as the Board shall direct.
13.11 GOVERNING LAW AND VENUE. This plan shall be governed by and construed
and enforced in accordance with the laws of the State of Missouri, excluding
conflict of law rules and principles, except to the extent such laws are
preempted by Federal law. Courts located in the State of Missouri shall have
exclusive jurisdiction to determine all matters relating to the Plan and that
venue is proper in such courts.
13.12 FOREIGN JURISDICTIONS. Awards may be granted to employees who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable in order to recognize
differences in local law or tax policy. The Committee also may impose conditions
on the exercise or vesting of awards in order to minimize the Company's
obligation with respect to tax equalization for Participants on assignments
outside their home country.
13.13 SUCCESSORS. All obligations of the Company under the Plan, with
respect to awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business or assets of the Company.
13.14 BENEFICIARY DESIGNATIONS. If permitted by the Committee, a
Participant under the Plan many name a beneficiary or beneficiaries to whom any
vested but unpaid award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation,
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Appendix A
any vested benefits remaining unpaid at the Participant's death shall be paid to
the Participant's estate and, subject to the terms of the Plan and of the
applicable award agreement, any unexercised vested award may be exercised by the
administrator, executor or the personal representative of the Participant's
estate.
13.15 INVESTMENT REPRESENTATION. As a condition to the exercise of an
award, the Committee may require the person exercising such award to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
13.16 FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
pursuant to the Plan or any award. The Committee shall determine whether cash,
or awards, or other property shall be issued or paid in lieu of fractional
Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.
ARTICLE XIV
AMENDMENT AND TERMINATION
The Board may at any time terminate or amend this Plan in such respect as
it shall deem advisable, provided, the Board may not, without further approval
of the shareholders of the Company, amend the Plan to: (i) increase the number
of shares of Stock which may be issued under the Plan; (ii) change Plan
provisions relating to establishment of the exercise prices under Options or
SARs granted; (iii) extend the duration of the Plan beyond the date approved by
the shareholders; (iv) reprice, replace or regrant Options or SARs through
cancellation, or by lowering the exercise price of a previously granted Option
or SARs; (v) make any change to the Plan considered material under the listing
requirements of The NASDAQ Stock Market or any other exchange on which the
Company's Stock is listed; or (vi) increase the maximum dollar amount of ISOs
which an individual Participant may exercise during any calendar year beyond
that permitted in the Code and applicable rules and regulations of the Treasury
Department. No amendment or termination of the Plan shall, without the consent
of the Participant, alter or impair any of the rights or obligations under any
grants or other rights theretofore granted such person under the Plan.
ARTICLE XV
DURATION OF THE PLAN
This Plan was approved by the Board of Directors on January 16, 2007 and
will be effective on April 16, 2007, subject to approval by the Company's
shareholders at the 2007 annual meeting of shareholders. If not sooner
terminated by the Board, this Plan shall terminate on April 16, 2017, but
Options, SARs, Restricted Stock, RSUs and Performance Awards and other rights
theretofore granted and any Restriction Period may extend beyond that date, and
the terms of the Plan shall continue to apply to such grants.
IN WITNESS WHEREOF, the undersigned has caused this Cass Information
Systems, Inc. 2007 Omnibus Incentive Stock Plan to be adopted on behalf of the
Company this ____ day of April, 2007.
Cass Information Systems, Inc.
By: -----------------------------------
President
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Charles F. Knight Executive Education Center
John M. Olin School of Business at Washington University in St. Louis
Knight Center Reception Desk (314) 933-9400
[GRAPHIC OMITTED]
From I-70 (or Lambert International Airport)
Go south on I-170 to the Forest Park Parkway exit.
Go east on Forest Park Parkway through Clayton, past Big Bend Boulevard to
Throop Drive (1st stoplight after Big Bend).
Turn right (south) onto Throop Drive.
The Charles F. Knight Center is located across from the parking garage on the
south side of Throop Drive.
Please park in the parking garage and proceed into the main entrance of the
Charles F. Knight Center to Room 210.
From I-64 (Hwy 40), heading west (from downtown St. Louis)
Take the Skinker/Clayton Road exit and turn right onto Skinker Boulevard (the
cross street at the end of the exit ramp).
Go north on Skinker Boulevard for approximately .9 miles.
Turn left (west) onto Forest Park Parkway (Millbrook Boulevard).
Continue on Forest Park Parkway to Throop Drive (3rd stoplight). Turn left
(south) onto Throop Drive.
The Charles F. Knight Center is located across from the parking garage on the
south side of Throop Drive.
Please park in the parking garage and proceed into the main entrance of the
Charles F. Knight Center to Room 210.
From I-64 (Hwy 40), heading east (from west county)
Take the North Hanley Road exit and go north on Hanley Road.
Continue on Hanley Road to Clayton Road. Turn right (east) onto Clayton Road.
Continue on Clayton to Big Bend Boulevard. Turn left (north) onto Big Bend
Boulevard.
Stay on Big Bend Boulevard to Forest Park Parkway (Millbrook Boulevard). Turn
right (east) on Forest Park Parkway.
Continue on Forest Park Parkway to Throop Drive (1st stoplight). Turn right
(south) onto Throop Drive.
The Charles F. Knight Center is located across from the parking garage on the
south side of Throop Drive.
Please park in the parking garage and proceed into the main entrance of the
Charles F. Knight Center to Room 210.
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE PROPOSALS. Please
Mark Here
for Address [ ]
Change or
Comments
SEE REVERSE SIDE
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
1. Election of Directors [ ] [ ] 2. Approval of 2007 Omnibus [ ] [ ] [ ] I/We plan to attend the meeting.
Nominees: Incentive Stock Plan. (Please detach admittance card [ ]
01 Lawrence A. Collett below and bring to the meeting.)
02 Wayne J. Grace FOR AGAINST ABSTAIN
03 James J. Lindemann 3. Ratification of appointment [ ] [ ] [ ]
04 Andrew J. Signorelli of KPMG LLP as Independent
05 John L. Gillis, Jr. registered public accounting
firm.
Withheld for the nominee you list below (Write that
nominee's name in the space provided below:)
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Signature _________________________________________________ Signature _____________________________________ Date __________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such.
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o FOLD AND DETACH HERE o
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
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INTERNET TELEPHONE
http://www.proxyvoting.com/cass 1-866-540-5760
Use the Internet to vote your proxy. OR Use any touch-tone telephone to
Have your proxy card in hand vote your proxy. Have your proxy
when you access the web site. card in hand when you call.
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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
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Choose MLink(SM) for fast, easy and secure 24/7 online access to your future proxy materials,
investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect(R)
at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
CASS INFORMATION SYSTEMS, INC.
The undersigned hereby appoints Lawrence A. Collett and P. Stephen
Appelbaum, and each of them, with power to act without the other and with power
of substitution, as proxies and attorneys-in-fact and hereby authorizes them to
represent and vote, as provided on the other side, all the shares of Cass
Information Systems, Inc. Common Stock which the undersigned is entitled to
vote, and, in their discretion, to vote upon such other business as may properly
come before the Annual Meeting of Shareholders of the company to be held April
16, 2007 or at any adjournment or postponement thereof, with all powers which
the undersigned would possess if present at the Meeting.
(Continued and to be marked, dated and signed, on the other side)
[BLACK BAR]
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Address Change/Comments (Mark the corresponding box on the reverse side)
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o FOLD AND DETACH HERE o
ADMISSION TICKET
CASS INFORMATION SYSTEMS, INC.
2007 Annual Meeting of Shareholders
Monday, April 16, 2007
11:00 A.M. Local Time
The Charles F. Knight Executive Education Center
Olin School of Business at Washington University
One Brookings Drive
St. Louis, Missouri 63130
For your reference, a map is provided inside the back cover of the Proxy
Statement.
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