Matthew S. Schuckman
About Matthew S. Schuckman
Matthew S. Schuckman is Executive Vice President, General Counsel, and Corporate Secretary of Cass Information Systems, Inc., having joined the company in 2020 after a 20-year career as a commercial and transactional attorney at Armstrong Teasdale LLP; he is 51 years old . Cass delivered 2024 revenue of $199.2 million (+0.8% YoY), net income of $19.2 million, diluted EPS of $1.39, ROA 0.82%, and ROE 8.37%; the 2024 TSR measured from a 2019 base was 83 (vs. sector indices presented), anchoring the pay-for-performance context for named executive officers including Schuckman . The company’s executive compensation program emphasizes profit-sharing tied to NIAT and a 60% performance-based LTIC design keyed to EPS growth and ROE, with clawbacks, double-trigger change-of-control vesting, no tax gross-ups, and strict anti-hedging/margin policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong Teasdale LLP | Commercial and transactional attorney (St. Louis office) | 20 years | Not disclosed beyond practice area |
External Roles
- No external public-company directorships or board roles are disclosed for Schuckman in the Executive Officers section .
Fixed Compensation
| Year | Base Salary ($) | Effective Date | Notes |
|---|---|---|---|
| 2024 | 279,000 | Prior to Mar 31, 2024 | Approved by Compensation Committee |
| 2024 | 288,000 | On and after Mar 31, 2024 | Approved by Compensation Committee |
| 2025 | 288,000 | Prior to Mar 31, 2025 | Approved Jan 2025 |
| 2025 | 296,640 | On and after Mar 31, 2025 | Approved Jan 2025 |
| Cash/Other | 2024 ($) | Notes |
|---|---|---|
| Profit-sharing bonus (actual paid) | 28,236 | Paid Aug 2024 & Feb 2025; executive pool sized off NIAT; individual distributions based on CEO evaluation |
| 401(k) match | 20,077 | Cass 401(k) Plan matching policy applies |
| Dividends on time-based restricted stock | 6,448 | Dividends accrue; paid upon vesting for time-based awards |
| Total 2024 reported compensation | 542,128 | Summary Compensation Table |
Profit-sharing parameters for Schuckman: target 40% of base (at 8% NIAT growth) with 0–45% cap range for his position . Company-wide profit-sharing pool was 22.5% of NIAT in 2024 and shifts to 18.5% beginning 2025 (non-exempt employees removed, base pay increased commensurately) .
Performance Compensation
| 2024 LTIC Grant Components | Grant Date | Target Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based restricted stock | Jan 25, 2024 | 1,821 | Cliff vest Jan 25, 2027 | N/A |
| Performance-based restricted stock | Jan 25, 2024 | 2,731 | Earn 0–150% at Dec 31, 2026; settle Jan 25, 2027 | EPS CAGR and average ROE, equally weighted 50% each |
| Performance Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| EPS annual growth | 50% | Not disclosed (“—%”) | 8% | 16% |
| Average ROE | 50% | 9% | 13% | 17% |
Vesting outcomes and realized performance:
- 2021 performance-based LTIC (granted Jan 28, 2021; performance period 2021–2023; vested Jan 26, 2024): cumulative EPS achievement 133.0% and average ROE achievement 137.8%, total achievement 135.4% . Schuckman vested 1,001 time-based shares and 2,034 performance-based shares (vs. 1,502 target) .
- 2022 LTIC (performance period 2022–2024; vested Jan 24, 2025): payout 99.1% after Board-approved pension plan termination adjustment (2024 EPS adjusted $1.58; ROE adjusted 9.51%) . Schuckman vested 1,910 time-based shares and 2,839 performance-based shares (vs. 2,865 target) .
2025 LTIC awards (RSUs format):
| Component | Grant Date | Target RSUs | Vesting | Notes |
|---|---|---|---|---|
| Time-based RSUs | Jan 23, 2025 | 2,003 | 3-year cliff | RSUs adopted for both time/performance grants in 2025 |
| Performance-based RSUs | Jan 23, 2025 | 3,005 | Earn 0–150% over 2025–2027; settle at year 3 | EPS growth and ROE targets unchanged (8% / 13% targets) |
Clawback: Incentive-based compensation for covered executives subject to recovery for 3 prior fiscal years in event of restatement; adopted Oct 2023 per SEC/Nasdaq rules .
Equity Ownership & Alignment
| Ownership Snapshot (as of Feb 16, 2025) | Amount |
|---|---|
| Beneficially owned shares | 8,536 |
| % of shares outstanding (13,503,248) | ~0.06% (8,536/13,503,248) |
| Unvested / Unearned Awards (12/31/2024) | Count | Market Value @ $40.91 |
|---|---|---|
| Time-based restricted stock (unvested) | 5,329 | $218,009 |
| Performance-based restricted stock (target unearned) | 7,993 | $326,994 |
Vesting timetable for outstanding time-based awards:
| Vest Date | Shares |
|---|---|
| Jan 24, 2025 | 1,910 |
| Jan 26, 2026 | 1,598 |
| Jan 25, 2027 | 1,821 |
Ownership guidelines and trading controls:
- Stock ownership guidelines: CEO 5x base salary; other named executive officers 3x base salary; selling requires prior approvals and is typically restricted if resulting holdings fall below guidelines .
- Anti-hedging and margin restrictions: Prohibit short sales, purchasing on margin, and any hedging or value-offsetting transactions in company stock; pre-clearance and open-window trading required for designated insiders .
- Pledging: No specific pledging disclosure in the proxy; margin purchases are prohibited per policy .
Note: The proxy does not disclose individual compliance status against the 3x salary guideline. Indicatively, beneficial holdings valued at $40.91 imply ~$349k vs. 3x 2024 base salary of $864k, but company methodology may differ and RSUs/time-based restricted stock treatment can vary; compliance status is not disclosed .
Employment Terms
- At-will employment; no long-term employment agreements or severance multiples; payments beyond termination date limited to retirement plan payments and equity award vesting under plan terms .
- Change-of-control protection: Double trigger—time- and performance-based awards vest upon termination following a change of control, with performance-based awards vesting at target; death/disability accelerate time-based vesting, performance awards continue under original terms .
- Retirement vesting: For 2024 and prior awards, Normal Retirement provision at age 65 with 5 years of service; for 2025 RSUs, “Rule of 65” applies (age ≥60 and age+service ≥65) to waive continued service requirement; performance RSUs pro-rate to service time; Schuckman has not met the five-year service retirement eligibility at 12/31/2024 .
Compensation Structure Notes
- Year-over-year mix remains performance-oriented: 60% of LTIC is performance-based; profit-sharing capped; no dividends on unearned performance awards; no tax gross-ups; strong clawback and anti-hedging/margin regime .
- 2024 Say-on-Pay approval ~96% supports investor acceptance of pay design .
- Peer group for compensation design blends diversified banks and fintech/services names; Cass avoids strict benchmarking, tilting toward pay-for-performance .
Investment Implications
- Alignment: Schuckman’s pay emphasizes at-risk components—profit-sharing and performance-based equity—tied to NIAT, EPS growth, and ROE, with strict clawbacks and anti-hedging/margin rules; this supports shareholder alignment and mitigates excessive risk-taking .
- Vesting and supply: Time-based awards vest in Jan 2026 and Jan 2027; performance awards for 2024 LTIC settle Jan 2027; 2025 RSUs settle in 2028. Near-term supply from vesting exists but insider trading controls and ownership guidelines tighten discretionary selling windows .
- Retention risk: Absence of employment agreements suggests higher formal mobility risk, but multi-year LTIC cliff vesting and Rule of 65 provisions provide retention hooks; change-of-control is double-trigger, reducing immediate windfall risk .
- Skin-in-the-game: Beneficial ownership is modest relative to total shares; guidelines target 3x salary for NEOs, but individual compliance is not disclosed. Continued accumulation via vesting could improve alignment over time .
- Governance signal: High Say-on-Pay support and conservative features (no tax gross-ups, clawback, prohibited hedging/margin) reduce governance red flags and support confidence in compensation oversight .