Cass Information Systems (CASS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 21, 2026, to elect seven directors, approve executive compensation, and ratify KPMG LLP as auditor.

• Shareholders of record as of March 2, 2026, are entitled to vote; quorum requires majority of outstanding shares.

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

Voting matters and shareholder proposals

• Seven directors nominated for one-year terms; three current directors retiring.

• Advisory vote on executive compensation (say-on-pay) received 97% approval in 2025; next vote in 2027.

• Ratification of KPMG LLP as independent auditor for 2026.

• Shareholder proposals for 2027 meeting must be submitted between January 21 and February 20, 2027.

Board of directors and corporate governance

• Board size reducing from 12 to 10 members; majority are independent per Nasdaq standards.

• Board declassified in 2025; all directors now serve one-year terms.

• Annual board and committee self-assessments; Lead Independent Director role ensures oversight.

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

• Board diversity emphasized; average director tenure is 13 years, 83% independent.