Michael J. Normile
About Michael J. Normile
Michael J. Normile, 49, is Executive Vice President and Chief Financial Officer of Cass Information Systems. He joined Cass in January 2021 as SVP, Corporate Finance and was appointed EVP & CFO on March 4, 2021; he is a CPA with prior experience as First Bank’s CFO (2015–2021), Controller (2007–2015), and as a Senior Manager in KPMG’s financial services audit practice for nine years . Cass’s compensation program ties executive pay to profitability and long-term value creation using NIAT (net income after taxes), ROE, and diluted EPS as core metrics; in 2024 Cass reported revenue of $199.2 million, NIAT of $19.2 million, diluted EPS of $1.39, ROE of 8.37%, and ROA of 0.82% amid a pension plan termination charge and a specific bad debt expense .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cass Information Systems | EVP & CFO | Mar 4, 2021–present | Senior finance leadership for banking/fintech/services hybrid; accountable for capital, reporting, and incentives aligned to NIAT, ROE, EPS . |
| Cass Information Systems | SVP, Corporate Finance | Jan 2021–Mar 4, 2021 | Transitioned into CFO seat; established continuity in finance leadership . |
| FB Corporation/First Bank | Chief Financial Officer | 2015–2021 | Led finance at diversified bank; relevant to Cass’s bank subsidiary and consolidated reporting . |
| FB Corporation/First Bank | Controller | 2007–2015 | Financial controls and reporting foundation relevant to public-company rigor . |
| KPMG LLP | Senior Manager, Financial Services Audit | ~9 years | Audited financial institutions; deep technical accounting and controls expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (Base salary after Mar 31, 2025) |
|---|---|---|---|---|
| Base Salary ($) | 315,000 | 332,000 | 344,824 | 358,183 |
| Non-Equity Incentive (Profit-Sharing) ($) | 154,000 | 67,761 | 53,989 | — |
| All Other Compensation ($) | 27,417 | 31,491 | 28,427 | — |
Notes:
- 2024 “All Other” includes $20,700 401(k) match and $7,727 dividends paid or accrued on time-based restricted stock .
- Profit-sharing pool is targeted at 22.5% of NIAT and is paid only when Cass is profitable; NEO bonuses are capped at 50% of base salary and calibrated to change in NIAT and individual performance (target NIAT change set at 8%) .
Performance Compensation
Short-Term Incentive (Profit-Sharing)
| Component | Metric | Target Mechanics | Actual Payout (2024) | Cap/Leverage | Vesting |
|---|---|---|---|---|---|
| Profit-Sharing Bonus | Change in NIAT; company-wide pool funded at 22.5% of NIAT | NEOs participate; amounts based on change in NIAT and individual performance; target change in NIAT = 8% | $53,989 | Max 50% of base salary for NEOs; paid only if profitable | Cash; semi-annual payments |
Long-Term Incentive (LTIC) – Design
| Component | Metric(s) | Weighting | Grant Form | Vesting | Payout Range |
|---|---|---|---|---|---|
| Time-based | Service | 40% of LTIC | Restricted Stock (2024 awards) | 3-year cliff (e.g., 1/25/2027 for 2024 grants) | N/A (service-based) |
| Performance-based | Cumulative EPS growth; Average ROE | 60% of LTIC (EPS and ROE weighted 50%/50%) | Performance-based Restricted Stock (2024 awards) | Earned over 3-year period; vests at end of period (e.g., 12/31/2026 performance period for 2024 grant, vests 1/25/2027) | 0%–150% of target |
LTIC – 2024 Grants (Michael J. Normile)
| Grant Date | Time-Based Shares (#) | PBRS Threshold/Target/Max (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 1/25/2024 | 2,198 | 1,649 / 3,298 / 4,947 | 97,349 (time-based) / 146,068 (PBRS) | 1/25/2027 (3-year cliff); PBRS vests based on 2024–2026 EPS/ROE performance |
Fair value calculated at $44.29 per share on 1/25/2024 grant date .
LTIC – Recent Vesting Outcomes (Earned and Vested)
| Award Cycle | Metrics (Weighting) | Threshold | Target | Maximum | Actual | Achievement | Shares Vested (PBRS) | Shares Vested (Time-based) |
|---|---|---|---|---|---|---|---|---|
| 2021–2023 (vested 1/26/2024) | Cumulative EPS (50%); Avg ROE (50%) | EPS $5.19; ROE 7% | EPS $6.07; ROE 11% | EPS $7.04; ROE 15% | EPS $6.71; ROE 14.02% | 135.4% total | 3,839 (target 2,835) | 1,890 |
| 2022–2024 (vested 1/24/2025) | EPS growth; Avg ROE (weights not separately disclosed here) | — | — | — | EPS $2.53 (2022); $2.18 (2023); $1.58 (2024 adj.); ROE 16.53%; 14.24%; 9.51% (2024 adj.) | Board-approved 2024 EPS/ROE adjustments exclude pension plan termination charge for award determination | — | — |
Additionally, in 2024 Normile had 9,643 restricted shares vest, with value realized of $426,231 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 13,041 shares; less than 1% of shares outstanding; includes 4,122 restricted shares subject to forfeiture (voting but no investment rights) . |
| Unvested Time-Based | 6,386 shares unvested; market value $261,251 at $40.91/sh (12/31/2024) . |
| Unearned Performance-Based (Target) | 9,580 shares; market value $391,918 at $40.91/sh (12/31/2024); payout contingent on EPS/ROE results . |
| Scheduled Time-Based Vesting (as of 12/31/2024) | 2,264 (1/24/2025); 1,924 (1/26/2026); 2,198 (1/25/2027) . |
| Ownership Guidelines | Executives expected to maintain ≥3x base salary in holdings; sales require pre-approval and are generally not permitted if falling below guideline threshold . |
| Hedging/Margin/Pledging Controls | Hedging and short-term trading prohibited; purchasing on margin prohibited; pre-clearance and open-window trading required for designated officers . |
Insider selling pressure watch: time-based “cliff” vest dates in late January each year (2025, 2026, 2027) may create potential sellable supply when windows open, subject to pre-clearance and guideline compliance .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; executives are at-will; no long-term employment agreements providing post-termination compensation . |
| Severance Multiples | None disclosed; no cash severance arrangements—post-termination value is primarily from equity award provisions . |
| Change of Control | Double-trigger: acceleration occurs only if CoC and termination; performance awards vest at target upon qualifying CoC termination . |
| Death/Disability | Time-based awards vest immediately; performance awards continue per original terms . |
| Retirement Provisions (pre-2025 grants) | “Normal Retirement”: continue vesting if age 65 with 5 years’ service (after at least 1 year post-grant); time-based vest immediately on CoC; performance-based vest at target on CoC . |
| 2025 RSU Rule | “Rule of 65”: age ≥60 and age+service ≥65; time-based RSUs continue vesting; performance RSUs continue vesting pro rata; target vest on CoC termination . |
| Eligibility Status | As of 2025 grants, only one NEO (not the CFO) satisfied Rule of 65; Messrs. Resch, Normile, Schuckman not yet eligible for retirement vesting . |
| Clawback | Adopted Oct 2023; recovery of erroneously awarded incentive-based compensation upon financial restatement for the prior three fiscal years . |
| Perquisites / Tax Gross-Ups | No perquisite benefits for NEOs; no tax gross-ups . |
| Deferred Compensation / Pension | Defined contribution 401(k) with standard company match; company contributions vest after 3 years; DB plan terminated (2024 one-time cost) . |
| Non-Compete / Non-Solicit | Not disclosed in proxy . |
Compensation Structure Analysis
- Mix and leverage: For NEOs, LTIC target equals 70% of base salary (40% time-based, 60% performance-based), creating multi-year alignment; performance awards pay 0%–150% based on EPS and ROE over three years .
- Cash discipline: Profit-sharing pool is formulaic at 22.5% of NIAT and paid only when profitable; NEO cash bonuses capped at 50% of base salary (supports downside protection and avoids excessive risk-taking) .
- Clarity and governance: “No hedging/no margin,” clawback policy, double-trigger CoC acceleration, no tax gross-ups, and no perqs are shareholder-friendly features .
- Adjustments: For the 2022–2024 performance cycle, the Board adjusted 2024 EPS/ROE for a one-time pension termination expense solely for award determination, consistent with disclosed practice and Regulation G reconciliation .
Say-on-Pay, Peer Benchmarking, and Committee Oversight
- Say-on-pay support: 96% approval at the April 16, 2024 annual meeting; no changes made to the overall mix as a direct result .
- Peer group: 70% diversified banks and 30% fintech/business services (e.g., Live Oak, Triumph Financial, EVERTEC, i3 Verticals, REPAY, etc.) used for market context; Pay Governance advises and is independent per annual review .
- 2024 results context: Revenue $199.2M (+0.8% YoY); operating expenses +9.3% (pension termination and specific bad debt); NIAT $19.2M; diluted EPS $1.39; ROE 8.37%, ROA 0.82% .
Equity Ownership & Performance Snapshot (Company-Level)
| Year | Net Income ($000s) | Diluted EPS ($) | Return on Avg Equity (%) |
|---|---|---|---|
| 2022 | 34,904 | 2.53 | 16.53% |
| 2023 | 30,059 | 2.18 | 14.24% |
| 2024 | 19,168 | 1.39 | 8.37% |
Note: 2024 revenue $199.2M; operating expense variance impacted by pension plan termination and bad debt expense .
Investment Implications
- Pay-for-performance alignment is credible: CFO’s cash bonus scales with NIAT in a capped plan, and 60% of LTIC is performance-based on multi-year EPS and ROE; clawback and double-trigger CoC terms reduce asymmetric outcomes .
- Retention dynamics: 3-year cliff vesting and rolling annual grants create continuous unvested equity; scheduled January cliff dates (2025–2027) can concentrate vest-driven liquidity windows, but pre-clearance and ownership guidelines temper near-term selling pressure .
- Ownership alignment: Beneficial ownership is <1% but supported by stock ownership guidelines (≥3x salary) and prohibition on hedging/margin; absence of cash severance shifts exit economics to equity terms, raising sensitivity to long-term performance .
- 2024 performance headwinds (pension termination, specific credit loss) reduced cash payouts and could lower near-term CAP, but LTIC remains poised to reward improvement in EPS/ROE; investors should monitor 2024–2026 PBRS accrual trajectory and any adjustments applied by the Compensation Committee .