Pay Versus Performance Table

As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive “compensation actually paid” (CAP) and financial performance of the Company for each of the last three completed fiscal years. In determining CAP to the named executive officers, the Company is required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Tables for the fiscal years presented, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. For more detailed information concerning the Company’s pay-for-performance philosophy and how its executive compensation program is designed to further this concept, please see “Executive Compensation and Related Information—Compensation Discussion and Analysis” in this Proxy Statement.

					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($) (1)	Compensation Actually Paid to PEO ($) (2)	Average Summary Compensation Table Total for Non-PEO NEOs ($) (3)	Average Compensation Actually Paid to Non-PEO NEOs ($) (4)	TSR ($) (5)	Computer Services Peer Group TSR ($) (6)	Banks Peer Group TSR ($) (6)	Net Income (thousands) ($)	Diluted Earnings per Share ($) (7)	Return on Average Equity (%) (7)
2022	2,277,000	2,527,105	814,457	899,294	87	124	107	34,904	2.53	16.53
2021	2,360,535	2,080,487	739,998	718,105	73	152	125	28,604	2.00	11.29
2020	3,414,093	1,428,697	783,715	512,222	69	134	87	25,176	1.73	10.23

(1)

Mr. Brunngraber served as the Company’s PEO for each of the fiscal years presented. The dollar amounts reported are the amounts of total compensation reported for Mr. Brunngraber for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)

The dollar amounts reported represent the amount of compensation actually paid (CAP) to Mr. Brunngraber as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Brunngraber during the reported year. A reconciliation of Mr. Brunngraber’s total compensation as reported in the Summary Compensation Table to the CAP is shown in the table below.

(3)

The dollar amounts reported are the average of the amounts of total compensation reported for the named executive officers as a group, excluding Mr. Brunngraber, for each corresponding year in the “Total” column of the Summary Compensation Table as follows: (i) for 2022, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, and Mr. Erdbruegger; (ii) for 2021, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, Mr. Erdbruegger, and P. Stephen Appelbaum; (iii) for 2020, this group includes Mr. Cavellier, Mr. Erdbruegger, Mr. Appelbaum, Mark Campbell, and Gary Langfitt. Mr. Normile was appointed as CFO effective March 2021 upon the retirement of Mr. Appelbaum from this position. Mr. Appelbaum continued to receive compensation from the Company as Executive Vice President until his retirement from the Company in August 2021.

(4)

The dollar amounts reported represent the average of the amounts of CAP paid to the named executive officers as a group, excluding Mr. Brunngraber, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the average of the actual amounts of compensation earned by or paid to these named executive officers during the reported year.

(5)

The values disclosed in this Total Shareholder Return (TSR) column represent the measurement period value of an investment of $100 in Cass stock as of December 31, 2019 and then valued again on each of December 31, 2020, December 31, 2021, and December 31, 2022.

(6)

Given the Company’s unique operating structure with operations in banking, fintech, and business services, the Company has historically elected to compare its cumulative TSR to the cumulative TSR of both the Nasdaq US Benchmark Computer Services TR Index and the NASDAQ Banks Index.

(7)

Diluted Earnings per Share and Return on Average Equity are equally weighted and selected as the most important performance measurements for the current year other than net income which is also presented in the table. The Company uses net income for purposes of evaluating Company performance as it relates to payouts under the profit-sharing bonus program. The Company uses ROE and diluted EPS, weighted equally, in evaluating the achievement of performance goals for purposes of LTIC payouts.

Named Executive Officers, Footnote [Text Block]

(1)

Mr. Brunngraber served as the Company’s PEO for each of the fiscal years presented. The dollar amounts reported are the amounts of total compensation reported for Mr. Brunngraber for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)

The dollar amounts reported represent the amount of compensation actually paid (CAP) to Mr. Brunngraber as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Brunngraber during the reported year. A reconciliation of Mr. Brunngraber’s total compensation as reported in the Summary Compensation Table to the CAP is shown in the table below.

(3)

The dollar amounts reported are the average of the amounts of total compensation reported for the named executive officers as a group, excluding Mr. Brunngraber, for each corresponding year in the “Total” column of the Summary Compensation Table as follows: (i) for 2022, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, and Mr. Erdbruegger; (ii) for 2021, this group includes Mr. Resch, Mr. Normile, Mr. Cavellier, Mr. Erdbruegger, and P. Stephen Appelbaum; (iii) for 2020, this group includes Mr. Cavellier, Mr. Erdbruegger, Mr. Appelbaum, Mark Campbell, and Gary Langfitt. Mr. Normile was appointed as CFO effective March 2021 upon the retirement of Mr. Appelbaum from this position. Mr. Appelbaum continued to receive compensation from the Company as Executive Vice President until his retirement from the Company in August 2021.

(4)

The dollar amounts reported represent the average of the amounts of CAP paid to the named executive officers as a group, excluding Mr. Brunngraber, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the average of the actual amounts of compensation earned by or paid to these named executive officers during the reported year.

PEO Total Compensation Amount

^[1]

$ 2,277,000

$ 2,360,535

$ 3,414,093

Adjustment To PEO Compensation, Footnote [Text Block]

Year	Reported Summary Compensation Table Total for PEO (a)	Add: Change in Value of Stock Awards during Fiscal Year (b)	Deduct: Reported Change in Pension Value (c)	Add: Pension Service Cost (d)	Compensation Actually Paid
2022	2,277,000	250,105	—	—	2,527,105
2021	2,360,535	(14,683)	(277,533)	12,168	2,080,487
2020	3,414,093	(465,271)	(1,564,221)	44,096	1,428,697

(a)

The reported Summary Compensation Table total compensation includes dividends paid on time-based restricted stock awards.

(b)

The “Change in Value of Stock Awards during Fiscal Year” for each applicable year include the addition (or subtraction of, as applicable) of the following: (i) the change in year-end fair value and grant date value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that were outstanding and unvested as of the end of the applicable year; (iii) for equity awards that were granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of equity awards; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year. Adjustments made with respect to performance-based awards that vested or failed to vest in an applicable fiscal year were based on the achievement of performance goals during the applicable three-year performance period of 52.9%, 94.4%, and 117.3% in 2022, 2021, and 2020, respectively, as more fully discussed in the Executive Compensation and Related Information – Compensation Discussion and Analysis section of this Proxy Statement. The fair value information for all unvested equity awards is based on the target vesting percentage for performance-based stock awards. The amounts deducted or added in calculating the “Change in Value of Stock Awards during Fiscal Year” are as follows:

Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Awards Granted in Prior Years that Vested in the Year that Failed to Meet Conditions	Total Equity Award Adjustments
2022	160,611	260,858	13,527	(184,891)	250,105
2021	(33,330)	13,512	26,694	(21,559)	(14,683)
2020	(251,732)	(241,721)	(55,603)	83,785	(465,271)

(c)

Represents the aggregate change in actuarial present value of accumulated benefits under the Company’s defined benefit pension plan and SERP, where applicable, as reported in the Summary Compensation Table. The change in pension value for Mr. Brunngraber was a decrease of $1,886,111 for 2022.

(d)

Represents the service cost for the SERP and qualified pension plan for Mr. Brunngraber. For 2022, there was no service cost for the SERP and qualified pension plan as the benefits were frozen in February 2021.

Non-PEO NEO Average Compensation Actually Paid Amount

^[4]

$ 899,294

718,105

512,222

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Tabular List [Table Text Block]

Financial Performance Measures and Analysis of CAP

As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program includes elements of performance-based compensation based on the profitability and growth of the Company. The Compensation Committee and the Board believe that these profitability metrics support the achievement of both short and long-term financial success and align the interests of executives with shareholders.

The most important financial performance measures used by the Company to link executive CAP to the Company’s named executive officers to the Company’s performance are as follows:

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Net income (NIAT)

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Return on Average Equity

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Diluted Earnings per Share