Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2022, the Board of Directors (the "Board") of Cass Information
Systems, Inc. (the "Company") acted to increase the size of the Board to 10
directors and, upon the recommendation of the Company's Nominating and Corporate
Governance Committee, elected Wendy J. Henry as a member of the Board. As a
member of the Board, Ms. Henry has been appointed to serve on the Company's
Audit Committee.
As a member of the Board, Ms. Henry will be entitled to receive the same
compensation provided to the Company's other non-employee directors, which
includes a cash retainer and an annual grant of restricted stock valued at
$60,000. Restricted stock awards are issued under the Company's Amended and
Restated Omnibus Stock and Performance Compensation Plan. The shares carry
voting and dividend rights and vest in one year on the first anniversary date of
the award or, if elected by the director, vest at retirement from the Board.
Also on January 25, 2022, the Board appointed Martin Resch as President in
addition to his current role as the Company's Chief Operating Officer. Mr. Resch
succeeds Eric Brunngraber who previously served as the Company's President and,
effective as of January 25, 2022, will continue to serve as the Company's
Chairman and Chief Executive Officer.
Mr. Resch, 56, 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. 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.
Mr. Resch will continue to receive compensation on the terms previously
disclosed by the Company.
With respect to the election of Ms. Henry and appointment of Mr. Resch, there
are no transactions and no proposed transactions required to be disclosed
pursuant to Item 404(a) of Regulation S-K, no arrangements or understandings
with any other person required to be disclosed pursuant to Item 5.02(d) of Form
8-K and 401(b) of Regulation S-K, and no family relationships required to be
disclosed pursuant to Item 401(d) of Regulation S-K.
On January 26, 2022 and January 31, 2022, the Company issued press releases
announcing the election of Ms. Henry as a director and appointment of Mr. Resch
as President, respectively. Copies of these press releases are filed as Exhibits
99.1 and 99.2 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 January
                           2    6    , 2022.

99.2                         Press release issued by Cass Information Systems, Inc. dated January
                               31    , 2022.

104                         Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).


                                       2

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

© Edgar Online, source Glimpses