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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective November 9, 2020, the Board of Directors of Cass Information Systems, Inc. (the “Company”) appointed Martin H. Resch, 55, to serve as the Company’s Executive Vice President and Chief Operating Officer. In this newly created position, Mr. Resch will oversee operations of the Company’s transportation information services, facility services, telecom services and integrated financial solutions business units.
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. Mr. Resch 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.
As Chief Operating Officer of the Company, Mr. Resch will receive an annual base salary of $400,000 and is eligible to receive an annual bonus of up to 60% of his annual base salary based on the achievement of individual and Company performance-based objectives established by the Company’s Compensation Committee in connection with the Company’s profit sharing program. Mr. Resch is entitled to participate in the Company’s long-term incentive compensation and other employee benefit plans, programs and policies on the same terms as the Company’s other executive officers. In connection with his appointment, on November 9, 2020, Mr. Resch was granted 3,533 shares of restricted common stock of the Company, valued at $150,000, which vest in full three years from the date of grant. Further information about the Company’s executive compensation program is discussed in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 9, 2020.
Mr. 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 November 10, 2020, the Company issued a press release announcing Mr. Resch’s appointment. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.