Dwight D. Erdbruegger
About Dwight D. Erdbruegger
Dwight D. Erdbruegger, 66, is President of Cass Commercial Bank and has served in this role since 2018 following a 31-year commercial banking career, including 15 years at Commerce Bank where he chaired its equipment finance subsidiary (CBIEF) and served as Chief Administrative Officer for the East Group (MO, IN, MI, OH, TN) . Company performance metrics that drive incentives include Net Income (NIAT), Return on Average Equity (ROE), and Diluted EPS; in 2024, Cass reported revenue of $199.2 million (+0.8% YoY), NIAT of $19.2 million, diluted EPS of $1.39, ROE of 8.37%, ROAA of 0.82%, and 0% non-performing loans; CET1 was 13.84% . For 2024 incentive determinations, the Board approved adjustments for pension plan termination expense, resulting in “as-adjusted” NIAT of $21.8 million and adjusted EPS/ROE for applicable awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commerce Bank (CBIEF; East Group) | Chairman, CBIEF (equipment finance); Chief Administrative Officer, East Group | Pre-2018 (15 years at Commerce within a 31-year banking career) | Led equipment finance subsidiary; oversaw East Group operations in MO, IN, MI, OH, TN |
External Roles
- No external public company directorships disclosed for Mr. Erdbruegger in the Company’s proxy statement executive officer section .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 313,750 | 325,750 | 337,136 |
| All Other Compensation ($) | 24,874 | 27,161 | 28,294 |
| Notes | — | — | 2024 base increased to $340,000 effective Mar 31, 2024 |
| Base Salary Actions | Pre-3/31/2024 | On/After 3/31/2024 | Pre-3/31/2025 | On/After 3/31/2025 |
|---|---|---|---|---|
| Dwight D. Erdbruegger ($) | 328,500 | 340,000 | 340,000 | 350,200 |
| Multi‑Year Summary Compensation (Named Executive Officer) | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 313,750 | 325,750 | 337,136 |
| Non‑Equity Incentive Plan Comp (Profit‑Sharing) | — | 66,248 | 52,786 |
| Bonus (Profit‑Sharing) | 134,938 | — | — |
| Stock Awards (Grant Date Fair Value) | 222,242 | 229,930 | 237,970 |
| All Other Compensation | 24,874 | 27,161 | 28,294 |
| Total | 695,804 | 649,089 | 656,186 |
All Other Compensation detail for 2024: 401(k) match $20,700; dividends on time‑based restricted stock $7,594 .
Performance Compensation
Annual Profit‑Sharing (Cash)
- Program funding: Target 22.5% of NIAT; paid semi‑annually in August and February when the Company is profitable .
- Performance basis: Change in NIAT YoY; CEO has a separate schedule; NEOs (including Mr. Erdbruegger) have target 40% of salary at target NIAT change (8%); max 50% (range 0–50%) for Messrs. Normile and Erdbruegger; awards also reflect individual performance assessments by CEO .
- 2024 NIAT decreased 27.6% YoY; non‑CEO profit‑sharing pool equaled 3.6% of total pool; payments split Aug 2024/Feb 2025 .
| Year | NIAT YoY Change | Profit‑Sharing Paid to Erdbruegger ($) | Payment Timing |
|---|---|---|---|
| 2022 | — | 134,938 | Profit‑sharing (bonus) per program |
| 2023 | −13.9% (pool basis) | 66,248 | Aug 2023 and Feb 2024 |
| 2024 | −27.6% | 52,786 | Aug 2024 and Feb 2025 |
Long‑Term Incentive Compensation (LTIC) – Structure and Metrics
- Target value: CEO 125% of salary; other NEOs (incl. Erdbruegger) 70% of salary; 40% time‑based (restricted stock/RSUs), 60% performance‑based (restricted stock/RSUs); 3‑year cliff vest .
- Metrics and weights: Cumulative EPS growth (50%); average ROE (50%); payout 0–150% of target; no dividends on unearned PB awards .
- 2024 grants (1/25/2024): time‑based in RSUs for Erdbruegger; performance‑based in restricted stock; target goals: EPS growth target 8%; ROE thresholds 9/13/17% (50/100/150% earn‑out) .
- 2025 grants (1/23/2025): both time‑based and performance grants in RSUs; same 3‑year cliff and metric grid; grant valuation at $41.46 close .
| LTIC Grants (Selected) | Grant Date | Time‑Based (units) | Performance‑Based Target (units) | Max (units) | Grant Date FV (Time) ($) | Grant Date FV (Perf) ($) |
|---|---|---|---|---|---|---|
| 2023 (annual) | 1/26/2023 | 1,881 | 2,822 | 4,233 | 91,962 | 137,968 |
| 2024 (annual) | 1/25/2024 | 2,149 | 3,224 | 4,836 | 95,179 | 142,791 |
| 2025 (annual) | 1/23/2025 | 2,365 | 3,548 | 5,322 | — | — (RSU mix; disclosed counts) |
LTIC Vesting Outcomes (Recent Cycles)
| Performance Cycle | Measurement (3 yrs) | Outcome vs Grid | Erdbruegger: Time‑Based Vested | PB Target Granted | PB Vested |
|---|---|---|---|---|---|
| 2021 grant → vested 1/26/2024 | EPS cumulative $6.71 vs $5.19/$6.07/$7.04; Avg ROE 14.02% vs 7%/11%/15% | 135.4% of target | 2,079 | 3,119 | 4,223 |
| 2022 grant → vested 1/24/2025 | EPS cumulative $6.29 vs $6.00/$7.01/$8.13; Avg ROE 13.43% vs 7%/11%/15% | 99.1% of target | 2,246 | 3,369 | 3,339 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 16, 2025) | Shares | % of Class |
|---|---|---|
| Dwight D. Erdbruegger | 13,659 | <1% (RSUs excluded; none vest within 60 days) |
| Stock Vested in 2024 | Shares Vested | Value Realized ($) |
|---|---|---|
| Erdbruegger | 6,302 | 277,225 |
| Outstanding Equity Awards (12/31/2024) | Time‑Based Unvested (#) | Market Value ($) | Unearned PB Target (#) | PB Target Value ($) |
|---|---|---|---|---|
| Erdbruegger | 6,276 | 256,751 | 9,415 | 385,168 |
| Time‑Based RSU/Restricted Stock Vesting Schedule (as of 12/31/2024) | Vest Date | Time‑Based Count |
|---|---|---|
| 1/26/2025 | RSUs | 2,246 |
| 1/24/2026 | RSUs | 1,881 |
| 1/25/2027 | RSUs | 2,149 |
- Ownership guidelines and trading policy: NEOs must maintain ≥3x base salary ownership; executives must obtain approvals before selling; hedging, short sales, margin purchases prohibited .
- Pledging: Policy prohibits purchasing on margin; no specific disclosure of any pledged shares by Mr. Erdbruegger in the beneficial ownership table .
Employment Terms
- Employment status: At‑will; no long‑term employment agreements; no severance beyond ordinary plan benefits; LTIC may vest or continue vesting under specified conditions .
- Change‑of‑control: Double trigger—acceleration only if CoC and termination; performance awards vest at target upon qualifying termination .
- Retirement provisions:
- For 2024 and prior awards: “Normal Retirement” (age 65+ with 5 years’ service, and ≥1 year post‑grant service) allows continued vesting; time‑based vests on death/disability/CoC termination; PB continues per terms; PB vests at target on CoC termination .
- For 2025 RSUs onward: “Rule of 65” (age ≥60 and age+service ≥65) allows continued vesting (time‑based continues; PB continues and is pro‑rated for service; immediate vest at target on CoC termination). Mr. Erdbruegger satisfies the Rule of 65 as of the 2025 grant .
- Clawback: SEC/Nasdaq‑compliant recoupment adopted Oct 17, 2023; covers incentive compensation “received” in the three fiscal years preceding a restatement; multiple recovery methods permitted .
Compensation Structure Analysis
- Mix and leverage: For NEOs (non‑CEO), annual cash is profit‑sharing tied to NIAT (target 40% of salary; max 50% for Mr. Erdbruegger cohort); long‑term equity at 70% of salary with 60% PB tied to EPS growth and ROE (0–150% payout); aligns to profitability and capital‑efficient growth .
- 2024 outcome pressure: NIAT −27.6% reduced cash pool; Board adjusted 2024 EPS/ROE for pension plan termination expense when settling applicable LTIC performance periods (consistent with disclosed Annex A reconciliation) .
- Design changes: 2025 LTIC delivered entirely as RSUs (time and performance portions) to standardize vehicle and pair with Rule of 65; for Erdbruegger, this reduces service‑based retentive friction because he already satisfies Rule of 65 .
- Governance protections: Double‑trigger CoC vesting, clawback, no dividends on unearned PB awards, no tax gross‑ups; sale approvals and ownership guidelines for alignment .
Say‑on‑Pay & Shareholder Feedback
- 2023 approval: ~97% of votes cast in favor (Apr 18, 2023) .
- 2024 approval: ~96% of votes cast in favor (Apr 16, 2024) .
- 2025 approval: Advisory vote approved; votes for/against/abstentions: 9,137,145 / 154,416 / 84,206; broker non‑votes 1,811,595 (Apr 15, 2025) .
Compensation Peer Group (Benchmarking context)
- Peer set composition: 20 companies—70% banks with diversified models, 30% fintech/business services (e.g., The Bancorp, Live Oak Bancshares, EVERTEC, i3 Verticals, REPAY) .
- Consultant: Pay Governance provides market data and design input; independence affirmed by Committee annually .
Equity Incentive Measurement Grids (Current Targets)
| Performance Factor | Threshold (50%) | Target (100%) | Maximum (150%) |
|---|---|---|---|
| EPS annual growth (2024 and 2025 grants) | —% | 8% | 16% |
| Average ROE | 9% | 13% | 17% |
Investment Implications
- Alignment and performance sensitivity: Erdbruegger’s pay mix is materially at‑risk via NIAT‑based profit‑sharing and 60% PB equity tied to 3‑year EPS/ROE, with caps/floors that reduce excessive risk‑taking—investor‑friendly design .
- Near‑term supply from vesting: Time‑based RSUs scheduled to vest in Jan 2026 and Jan 2027 (1,881 and 2,149 units) plus performance cycles maturing could modestly add to potential insider selling volume; however, sale approvals and ownership guidelines (3× salary) moderate near‑term selling pressure .
- Retention risk: Having satisfied Rule of 65, Erdbruegger can continue to vest post‑retirement on 2025 RSUs (PB pro‑rated), reducing the retentive “handcuff” from unvested equity relative to peers—monitor for transition risk and succession planning .
- Governance and risk controls: Double‑trigger CoC, clawback, anti‑hedging/margin, and no tax gross‑ups indicate strong guardrails; high say‑on‑pay support suggests investor acceptance of the program .
Note: 2024 financials used for incentive context reflect both GAAP and Board‑approved “as‑adjusted” metrics for pension plan termination when applicable to awards; see Annex A reconciliation references in the proxy .