James M. Cavellier
About James M. Cavellier
James M. Cavellier, 57, is Executive Vice President and Chief Information Officer of Cass Information Systems (CASS), a role he has held since joining Cass in 2018; he previously held technology leadership roles at Comerica Bank (since 2001) and earlier positions with The Auto Club Group, Ernst & Young LLP, and Electronic Data Systems . Company performance relevant to incentive outcomes: fiscal 2024 revenue was $199.2 million (+0.8% YoY), net income was $19.2 million (–36.2% YoY), diluted EPS was $1.39, ROAA 0.82%, and ROAE 8.37% . Long-term incentive outcomes tied to EPS/ROE targets show solid execution: 2021-cycle awards vested at 135.4% of target and 2022-cycle awards at 99.1% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Bank | Domain CIO for payment and wealth technologies; prior technology leadership roles | Since 2001; end date not disclosed (joined Cass in 2018) | Led strategic technology planning and operations across U.S.; payments and wealth platforms |
| The Auto Club Group | Technology leadership | Not disclosed | Enterprise technology leadership contributing to operations |
| Ernst & Young LLP | Technology leadership | Not disclosed | Advisory/technology roles supporting enterprise systems |
| Electronic Data Systems (EDS) | Technology leadership | Not disclosed | Large-scale systems experience supporting IT operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external roles disclosed for Cavellier in the proxy . |
Fixed Compensation
Base salary (approved rates)
| Effective Date | Base Salary ($) |
|---|---|
| March 31, 2024 | 324,500 |
| March 31, 2025 | 332,613 |
Annual compensation (paid/earned)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 301,375 | 312,500 | 322,134 |
| Non-Equity Incentive (Profit-Sharing) | 114,388 | 63,526 | 39,888 |
| Stock Awards (grant date fair value) | 213,495 | 220,494 | 227,119 |
| All Other Compensation | 24,618 | 26,872 | 27,976 |
| Total | 653,876 | 623,392 | 617,117 |
Profit-Sharing bonus policy (Cavellier)
| Aspect | Detail |
|---|---|
| Target vs base salary | Target 40% of base salary for other named executive officers |
| Range and cap | 0% to max 45% of base salary for Cavellier and Schuckman; 0% to max 50% for Normile/Erdbruegger; CEO capped at 70% |
| Funding driver | Company-wide pool targeted at 22.5% of NIAT (reduced to 18.5% from 2025 as non-exempt employees moved out of program) |
| 2024 NIAT context | NIAT adjusted to $21.8M for pension termination; overall NIAT down 27.6%; CEO received 17.5% of salary, executive pool 3.6% of total pool; individual executive payouts based on performance and internal equity |
Performance Compensation
2024 LTIC grants (Cavellier)
| Grant Date | Instrument | Shares/Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 1/25/2024 | Performance-based restricted stock (target) | 3,077 | Cliff vests 1/25/2027, earned based on 3-year EPS/ROE goals | 136,280 |
| 1/25/2024 | Time-based restricted stock | 2,051 | Cliff vests 1/25/2027 | 90,839 |
| 1/23/2025 | Performance-based RSUs (target) | 3,369 | Cliff vests 3 years; 0–150% earned on EPS/ROE 2025–2027 | Valued at grant price $41.46 for plan sizing |
| 1/23/2025 | Time-based RSUs | 2,246 | Cliff vests after 3 years | Valued at grant price $41.46 for plan sizing |
Performance metrics and weighting (applies to 2024 and 2025 cycles)
| Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| EPS annual growth | 50% | —% | 8% | 16% | CAGR over base-year EPS; prorated between levels; 0–150% earned per factor |
| Average ROE | 50% | 9% | 13% | 17% | Prorated; equal weighting determines total vesting % |
Realized performance outcomes (vesting cycles)
| Cycle (Grant→Vest) | Metric | Target | Actual | Payout % | Vest Date |
|---|---|---|---|---|---|
| 2021→2024 (performance-based RS) | Cumulative EPS ($) | Target $6.07 | $6.71 | 133.0% | 1/26/2024 |
| 2021→2024 (performance-based RS) | Avg ROE (%) | Target 11% | 14.02% | 137.8% | 1/26/2024 |
| 2021→2024 total | Weighted EPS/ROE | — | — | 135.4% | 1/26/2024 |
| 2022→2025 (performance-based RS) | Cumulative EPS ($) | Target $7.01 | $6.29 | 67.8% | 1/24/2025 |
| 2022→2025 (performance-based RS) | Avg ROE (%) | Target 11% | 13.43% | 130.3% | 1/24/2025 |
| 2022→2025 total | Weighted EPS/ROE | — | — | 99.1% | 1/24/2025 |
Plan features affecting payout risk
- Double-trigger change-of-control: time- and performance-based awards vest on termination following change-of-control, with performance-based at target .
- Clawback policy: mandatory recovery of erroneously paid incentive compensation upon material restatement, compliant with SEC/Nasdaq rules, effective Oct 2, 2023 .
- No dividends on unearned performance-based awards; time-based dividends retained until vest .
- Hedging and short selling prohibited; trading windows and pre-clearance required .
Equity Ownership & Alignment
Beneficial ownership and unvested equity (as of 12/31/2024 or 2/16/2025)
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 16,286 (<1% of class) | Percent less than 1% per proxy |
| Unvested time-based restricted stock | 6,013 shares; $245,992 MV | Valued at $40.91/share on 12/31/2024 |
| Unearned performance-based restricted stock (target) | 9,019 shares; $368,967 MV | Target amount pending EPS/ROE; $40.91/share |
| Dividends on time-based restricted stock (2024) | $7,276 | Included in “All Other Compensation” |
| Options | None disclosed | No option grants disclosed in proxy tables |
| Pledging | Not disclosed | Insider policy restricts hedging/short selling; pledging not referenced |
Scheduled vesting of time-based awards (from Outstanding Equity Awards table)
| Vesting Date | Instrument | Shares/Units |
|---|---|---|
| 1/24/2025 | Restricted stock | 2,158 |
| 1/26/2026 | Restricted stock | 1,804 |
| 1/25/2027 | Restricted stock | 2,051 |
Stock ownership guidelines
- CEO approval required before selling; executives must consult CEO/CFO/GC; sale approval generally denied if post-sale holdings would be below 3× base salary for named executive officers (CEO 5×) .
2024 stock vested (liquidity events)
| Shares vested | Value realized ($) |
|---|---|
| 6,052 | 266,277 |
Employment Terms
- Employment is at-will; no long-term employment agreements or guaranteed severance beyond retirement-related equity vesting terms .
- Post-employment equity treatment:
- Pre-2025 awards: immediate vesting on death/disability/change of control (time-based); performance-based continue or vest at target on change of control; retirement provision allowed continued vesting for Normal Retirement (age ≥65, ≥5 years’ service) .
- 2025 awards (RSUs): “Rule of 65” (age ≥60, age + service ≥65) permits continued vesting for RSUs; performance-based RSUs pro-rated for service; change-of-control termination vests time- and performance-based immediately at target .
- Hedging/short sales prohibited; insider trading policy requires pre-clearance and open windows .
- Clawback policy in place per SEC/Nasdaq .
- No tax gross-ups; no executive perquisites .
Performance & Track Record
| Measure | 2024 | YoY change |
|---|---|---|
| Revenue ($M) | 199.2 (processing fees and NII up; financial fees/provision impacts down) | +0.8% |
| Net Income ($M) | 19.2 | –36.2% |
| Diluted EPS ($) | 1.39 | –36.2% directionally aligned |
| ROAA (%) | 0.82 | N/A |
| ROAE (%) | 8.37 | N/A |
Execution against LTIC metrics has been mixed-to-constructive: 2021-cycle paid at 135.4% reflecting strong EPS/ROE achievements; 2022-cycle paid near target at 99.1% with ROE offsetting lower EPS .
Compensation Committee Analysis, Peer Group, and Say-on-Pay
- Say-on-Pay approval: ~96% at April 16, 2024 meeting, with no changes to program mix in response .
- Peer group methodology: 20 companies across diversified banks (70%) and fintech/business services (30%); used proxy data and Mercer survey for market context without rigid benchmarking .
- Program design emphasizes pay-for-performance: profit-sharing tied to NIAT; LTIC 60% performance-based on EPS/ROE; caps and clawbacks in place; double-trigger vesting on change-of-control .
Compensation Structure Observations
- Year-over-year mix: With lower NIAT in 2024, profit-sharing paid decreased for Cavellier ($39,888 vs $63,526 in 2023) while equity grants modestly increased ($227,119 vs $220,494), maintaining higher at-risk composition consistent with policy .
- Shift to RSUs in 2025: Both time- and performance-based LTIC awards in RSUs; introduces “Rule of 65” for continued vesting—supports retention while preserving performance conditions for PBRSUs .
- Governance-friendly features: clawback, no tax gross-ups, no perqs, hedging prohibitions, ownership guidelines with sale pre-approval .
Investment Implications
- Alignment: Cavellier’s incentives are directly tied to EPS growth and ROE over three-year windows, with realized outcomes near or above target in recent cycles—supportive of long-term value creation via disciplined profitability .
- Near-term selling pressure: Time-based awards vest annually through 2027; 2024 vesting was 6,052 shares ($266,277), with additional scheduled vesting dates that could create periodic supply; ownership guidelines and pre-clearance mitigate discretionary sales .
- Retention risk: 2025 transition to RSUs with Rule of 65 improves retention incentives; at-will employment remains, but double-trigger protections and continued vesting mechanics reduce change-of-control flight risk .
- Pay-for-performance sensitivity: Lower 2024 NIAT reduced cash bonuses, while performance equity remains contingent; investors should monitor EPS/ROE trajectory relative to 8% EPS growth/13% ROE targets driving LTIC vesting through 2026/2027 .