Eric H. Brunngraber
About Eric H. Brunngraber
Eric H. Brunngraber, 68, is Executive Chairman and Chairman of the Board at Cass Information Systems. He retired as CEO in April 2023 after serving as CEO since 2008; he has been a director since 2003 . His career includes CFO (1997–2006), COO (2006–2008), President (2006–2022), and deep operating knowledge of Cass’s banking, fintech, and business services . Cass’s recent performance: FY 2024 diluted EPS $1.39, ROE 8.37%, net income $19.2M; FY 2023 diluted EPS $2.18, ROE 14.24%, net income $30.1M . TSR from a $100 base shows 69 (2020), 73 (2021), 87 (2022), 88 (2023), 83 (2024), reflecting underperformance vs selected sector indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cass Information Systems, Inc. | Executive Chairman; Chairman of the Board | Exec Chairman since 2023; Chairman since 2015 | Succession continuity; oversight during CEO transition; deep institutional knowledge |
| Cass Information Systems, Inc. | Chief Executive Officer | 2008–Apr 2023 | Led growth across banking/fintech/services; long-tenured leadership |
| Cass Information Systems, Inc. | President | 2006–2022 | Oversaw enterprise operations and strategy |
| Cass Information Systems, Inc. | Chief Operating Officer | 2006–2008 | Operational execution across business lines |
| Cass Information Systems, Inc. | Chief Financial Officer | 1997–2006 | Finance leadership; capital and controls |
| Cass Commercial Bank (subsidiary) | Executive Vice President | Not disclosed | Banking leadership experience within regulated subsidiary |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regional Business Council (St. Louis) | Member/Leader | Not disclosed | Regional economic and civic engagement |
| CEOs Against Cancer | Participant | Not disclosed | Community health leadership |
| Concordance (St. Louis nonprofit) | Supporter/Leader | Not disclosed | Social impact—reducing reincarceration rates |
Fixed Compensation (Executive Chairman – FY 2024)
| Component | Detail | Amount |
|---|---|---|
| Base Salary | Annual | $562,000 |
| Target Profit-Sharing Bonus | % of base | 40% |
| Actual Profit-Sharing Paid | FY 2024 total | $80,900 |
| Long-Term Incentive (LTIC) Grant Date Fair Value | 2024 award | $561,996 (5,076 time-based RSUs; 7,613 performance-based restricted stock) |
| 401(k) Matching | FY 2024 | $20,700 |
| Other Benefits & Perquisites | FY 2024 | $30,000 |
Notes:
- 2025 LTIC grant date fair value: $561,990 (5,422 time-based RSUs; 8,133 performance-based RSUs at target) .
- Perquisites historically include allowances available to certain executives (e.g., automobile, country club) for those hired before 2018 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| EPS annual growth | 50% | 8% (CAGR over base year) | n/a (2024–2026 cycle in progress) | 0–150% of target | Three-year cliff; 2024 grant vests Jan 25, 2027 |
| Average ROE | 50% | 13% (threshold 9%, max 17%) | n/a | 0–150% of target | Three-year cliff; 2024 grant vests Jan 25, 2027 |
Recent LTIC outcomes:
- 2021 grant (performance period 2021–2023): payout 135.4% of target; cumulative EPS $6.71 vs target $6.07 and average ROE 14.02% vs target 11% .
- 2022 grant (performance period 2022–2024, adjusted for pension plan termination): payout 99.1% of target; cumulative EPS $6.29; average ROE 13.43% .
Program design highlights:
- LTIC mix: 40% time-based RSUs/restricted stock; 60% performance-based .
- Double-trigger change of control for accelerated vesting (requires change of control and termination); performance awards vest at target on termination following change of control .
- Clawback policy adopted Oct 2023; incentive compensation subject to recoupment upon restatement .
Equity Ownership & Alignment
| Item | Detail | Amount/Policy |
|---|---|---|
| Beneficial Ownership | Shares owned | 148,081 shares; less than 1% of class |
| Outstanding Restricted Stock | Unvested restricted stock (director and prior exec awards) | 36,326 shares (assumes performance-based at target) |
| Outstanding RSUs | Unvested RSUs | 24,218 RSUs |
| Stock Ownership Guidelines | CEO 5x salary; other NEOs 3x salary; selling restrictions require approvals; hedging/short sales prohibited | |
| Pledging | Not disclosed | — |
Director compensation note:
- As Executive Chairman (employee), he did not receive separate director compensation in 2024 .
Employment Terms
- At-will employment; no long-term employment agreements providing compensation beyond termination date .
- Change-of-control economics: double-trigger acceleration of LTIC; performance-based awards vest at target upon termination following change of control .
- Post-employment vesting provisions: for pre-2025 awards, “Normal Retirement” at age 65 with 5 years’ service allows continued vesting; 2025 RSUs adopt “Rule of 65” (age ≥60 and age+service ≥65) .
- Clawback: policy in place per SEC/Nasdaq requirements; incentive comp recoverable upon restatement .
- Hedging/short sales prohibited by insider trading policy; trading windows and preclearance required .
Board Governance and Director Service
- Board service: Director since 2003; Chairman since 2015; Executive Chairman since 2023 .
- Independence: Board determined all directors are independent except Mr. Brunngraber and CEO Mr. Resch under Nasdaq standards .
- Lead Independent Director: Joseph D. Rupp; robust responsibilities including executive sessions, agendas, shareholder liaison .
- Committees: Audit & Risk, Compensation, Nominating & Corporate Governance—comprised entirely of independent directors; 2024 meetings: ARC(5), Comp(4), NCG(4) .
- Attendance: All directors attended ≥75% of aggregate Board/committee meetings in 2024; non-management executive sessions held quarterly .
Director Compensation (for context)
- Non-employee director compensation includes cash retainers and restricted stock grants (time-based; 1-year vest or deferred to retirement); however, Brunngraber as employee Executive Chairman did not receive separate director compensation .
Compensation Peer Group and Say-on-Pay
- Peer group: 20 companies (70% diversified banks; 30% fintech/business services) including Alerus Financial, The Bancorp, Coastal Financial, First Bancorp, First Internet Bancorp, Live Oak Bancshares, Pathward Financial, Triumph Financial; and Cantaloupe, Cardlytics, EVERTEC, i3 Verticals, Priority Technology, Repay Holdings .
- Say-on-Pay: 2024 approval ~96% of votes cast ; 2023 votes showed strong support for compensation program and the 2023 Omnibus Plan .
Performance & Track Record (Company-Level)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $109.7M * | $125.0M* | $130.5M * | $131.9M * |
| EBITDA ($USD) | $40.2M* | $51.1M* | $58.6M* | $50.5M* |
| Net Income ($USD) | $28.6M * | $34.9M * | $30.1M * | $19.2M * |
| Diluted EPS ($USD) | $2.00 * | $2.53 * | $2.18 * | $1.39 * |
Values retrieved from S&P Global.
TSR (value of $100 investment):
- 2020: 69; 2021: 73; 2022: 87; 2023: 88; 2024: 83 .
Compensation Structure Analysis
- Shift to RSUs: In 2025, both time- and performance-based LTIC components were granted as RSUs, moving away from restricted stock for performance component; still three-year cliff and 0–150% payout range based on EPS growth and ROE .
- At-risk pay emphasis: Annual profit-sharing is formulaic and tied to NIAT changes; LTIC 60% performance-based; caps on short-term bonuses and LTIC payouts .
- Governance safeguards: No tax gross-ups; clawback adopted; no dividend payments on unearned performance awards; stock ownership/sale controls; double-trigger change-of-control vesting .
Risk Indicators & Red Flags
- Independence: Dual role as Executive Chairman and Chairman; Board mitigates with Lead Independent Director and independent committees .
- Hedging/pledging: Hedging prohibited; pledging not disclosed .
- Related party transactions: Routine banking relationships and immaterial third-party service relationships (Forvis; Benjamin F. Edwards & Co.) reviewed and deemed immaterial for independence .
- Say-on-Pay: Strong support (96%), reducing compensation risk signals .
Investment Implications
- Alignment: Significant outstanding unvested equity (restricted stock and RSUs) and performance-based LTIC tied to EPS growth and ROE indicate meaningful pay-for-performance alignment; double-trigger change-of-control vesting reduces windfall risk .
- Retention: Continued employee status with base pay and LTIC plus retirement vesting rules (Normal Retirement/Rule of 65) suggests low near-term departure risk; however, 2024 profit-sharing was modest due to earnings declines, potentially tempering cash incentives .
- Governance: Dual-role Chairman is offset by a strong Lead Independent Director and independent committees; quarterly executive sessions support oversight—acceptable but worth monitoring as succession fully matures .
- Performance sensitivity: EPS/ROE-linked LTIC creates leveraged outcomes; with FY 2024 profit pressure, future LTIC payouts hinge on EPS recovery and ROE improvement, affecting realized comp and insider selling pressure as awards vest .
References:
Notes on S&P Global data: Asterisks (*) denote values retrieved from S&P Global via GetFinancials.