Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers

On February 16, 2023, as part of a planned succession process, the Board of
Directors (the "Board") of Cass Information Systems, Inc. (the "Company")
appointed Martin Resch to serve as the Company's Chief Executive Officer,
effective April 18, 2023. Mr. Resch succeeds Eric Brunngraber, who has served as
the Company's Chief Executive Officer since 2008. Mr. Brunngraber will retire as
Chief Executive Officer, effective as of April 18, 2023, and will remain with
the Company as Executive Chairman to support management and assist with the
transition. Mr. Brunngraber will also continue as Chairman of the Board.

Mr. Resch, 57, was named President of the Company on January 25, 2022 and will
continue to serve in this position. Mr. Resch joined the Company as Executive
Vice President and Chief Operating Officer in November 2020. Prior to joining
the Company, Mr. Resch most recently served as Executive Vice President of the
Commercial Banking Group of Bank of the West, a subsidiary of BNP Paribas, from
2013 to 2019. In this role, Mr. Resch functioned as the group's chief
administrative and operating officer with responsibility for overseeing
strategy, operations, finance, technology and human resources functions. Mr.
Resch served in various positions at Bank of the West since 2003, including as
Executive Vice President of Treasury and Finance during which time he
implemented financial and treasury risk management frameworks and policies. He
has also engaged in multiple entrepreneurial initiatives related to FinTech and
financial markets, founding three equity and index option funds on the Pacific
Exchange, a former regional stock exchange located in California, and serving as
a member of the Pacific Exchange board of directors during its sale to
Archipelago, which was subsequently acquired by the New York Stock Exchange.

Also on February 16, 2023, the Board, upon the recommendation of the
Compensation Committee, approved adjustments to the compensation arrangements
for Mr. Resch and Mr. Brunngraber which will go into effect on April 18, 2023.
For Mr. Resch, the following was approved: (i) a base salary of $650,000; (ii)
eligibility to receive an annual target profit sharing bonus of 45% of his base
salary; and (iii) a 2023 long-term incentive compensation opportunity at target
based on 125% of his base salary. For Mr. Brunngraber, the following was
approved: (i) a base salary of $562,000; (ii) eligibility to receive an annual
target profit sharing bonus of 40% of his base salary; and (iii) a 2023
long-term incentive compensation opportunity at target based on 100% of his base
salary.

Profit sharing bonuses earned by Mr. Resch and Mr. Brunngraber, if any, will be
based on the achievement of individual and Company performance-based objectives
established by the Company's Compensation Committee in connection with the
Company's profit sharing program. Each is also entitled to participate in the
Company's long-term incentive compensation and other employee benefit plans,
programs and policies on the same terms as the Company's other executive
officers. Further information about the Company's executive compensation program
is discussed in the Company's most recent definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on March 7, 2022.

Mr. Resch has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding with any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationship required to be disclosed pursuant to Item 401(d) of Regulation S-K.



On February 17, 2023, the Company issued a press release announcing Mr. Resch's
appointment and Mr. Brunngraber's transition. A copy of this press release is
filed as Exhibits 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit Number             Description

99.1                         Press release issued by Cass Information

Systems, Inc. dated February 17,


                           2023
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses