DEF 14A of CBIZ, Inc.
Filed Mar 25, 2024 · FY20230001193125-24-076506
AS SOON AS POSSIBLE
| 2023 Non-Qualified Deferred Compensation | 47 | | Potential Payments upon Termination or Change in Control | 48 | | Director Compensation | 50 | | 2023 Director Compensation Table | 52 | | Certain Relationships And Related Transactions | 54 | | Delinquent Section 16(A) Reports | 54 | | Equity Compensation Plan Information | 55 | | Shareholder Proposals | 56 | | Expenses Of Solicitation | 56 | | Householding | 57 | | Other Matters | 57 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS CBIZ’s Certificate of Incorporation divides the Board of Directors into three classes of directors, with one class to be elected for a three-year term at each annual meeting of shareholders. The Board of Directors currently consists of nine members, with four members’ terms expiring at this Annual Meeting. The four members with terms expiring at the 2024 Annual Meeting are Michael H. DeGroote, Gina D. France, A. Haag Sherman, and Todd J. Slotkin. Directors France, Sherman, and Slotkin have been nominated for election by the Board of Directors, upon the recommendation of the Nominating and Governance Committee. If elected at the Annual Meeting, these three nominees will serve until the 2027 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. To rebalance the classes of directors, the Board of Directors, upon the recommendation of the Nominating and Governance Committee, has also nominated Director DeGroote to stand for election for a one-year term. If elected at this Annual Meeting, it is anticipated that Mr. DeGroote will stand for re-election at the 2025 Annual Meeting for a three-year term expiring at the 2028 Annual Meeting. All other directors will continue as such for the term to which they were elected. Although the Board of Directors does not contemplate that any of the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the persons named as proxy holders to whom you have granted your proxy will vote for the election of another person as may be nominated by the Board of Directors. The approval of this proposal requires an affirmative vote of a majority of the votes present and entitled to vote on the matter. Abstentions will be counted and will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal. The Board, upon nomination by the Nominating and Governance Committee, recommends a vote “FOR” the election of each of the Directors standing for election listed below.
Directors Standing for Election
Directors Standing for Election
Directors Standing for Election
| Name | Age | Director Since | Expiration of Proposed Term | | Michael H. DeGroote* | 63 | 2006 | 2025 | | Gina D. France | 65 | 2015 | 2027 | | A. Haag Sherman | 58 | 2020 | 2027 | | Todd J. Slotkin | 70 | 2003 | 2027 |
Directors Standing for Election
* Mr. DeGroote, whose term expires at the Annual Meeting, has been nominated for election as a director whose one-year term expires at the 2025 Annual Meeting to rebalance our Board so that the number of directors in each class is equivalent. If elected at this Annual Meeting, it is anticipated that Mr. DeGroote will stand for re-election at the 2025 Annual Meeting for a three-year term expiring at the 2028 Annual Meeting.
Directors With Continuing Terms
Directors With Continuing Terms
Directors With Continuing Terms
| Name | Age | Director Since | Expiration of Current Term | | Rick L. Burdick | 72 | 1997 | 2025 | | Jerome P. Grisko, Jr. | 62 | 2015 | 2025 | | Richard T. Marabito | 60 | 2021 | 2026 | | Benaree Pratt Wiley | 77 | 2008 | 2026 | | Rodney A. Young | 68 | 2023 | 2026 |
Director Qualifications and Experience
Director Qualifications and Experience The Nominating and Governance Committee’s process for identifying and evaluating candidates to be nominated as directors consists of reviewing with the Board the desired experience, mix of skills and other qualities to assure appropriate Board composition; conducting candidate searches and inquiries; recommending to the Board qualified candidates for the Board who bring the background, knowledge, experience, skill sets, diversity and expertise that would strengthen the Board; and selecting appropriate candidates for nomination. A full description of the standards and processes used by the Nominating and Governance Committee in evaluating nominees and directors is set out below in the section entitled “Standing Committees of the Board of Directors,” on page 13 and in the Charter of the Nominating and Governance Committee. Set forth below is biographical information for the individuals nominated to serve as directors and each person whose term of office as a director will continue after the Annual Meeting. In addition, the biographical information for each Director nominee includes a summary of the specific experience, qualifications, attributes, or skills that led the Board to conclude that the person should serve as a Director of the Company. It would not be possible to detail all the experience, qualifications, attributes, or skills possessed by each Director. Rather, the Company has attempted to set out those unique and important professional characteristics that each person brings to the Board.
Nominees For Directors
Nominees For Directors Michael H. DeGroote, son of CBIZ founder Michael G. DeGroote, was appointed a Director of CBIZ in November 2006 and is an independent director. Mr. DeGroote currently serves as President of Westbury International, a full-service real estate development company, specializing in commercial/industrial land, residential development, and property management. Prior to joining Westbury International in 1991, Mr. DeGroote was Vice President of MGD Holdings from 1986 to 1991, held a management position with Cooper Corporation, from 1983 to 1986, and served on the Board of Directors of Progressive Waste Solutions Ltd. (now known as Waste Connections, NYSE: WCN) from 2011 to 2013. He also previously served on the Board of Governors of McMaster University in Hamilton, Ontario. As the President of a full-service real estate development company specializing in commercial/industrial land, residential development and property management, Mr. DeGroote reflects the entrepreneurial background of most of CBIZ’s acquisitions. His association with one of the founding shareholders of the Company fosters a consistent focus on attaining and improving shareholder value. Gina D. France was appointed to the CBIZ Board in February 2015 as an independent director. Ms. France founded France Strategic Partners, LLC, a strategy and transaction advisory firm, and has served as its President and Chief Executive Officer since 2003. Ms. France has over 40 years of experience in strategy, investment banking and corporate finance. Prior to founding France Strategic Partners, Ms. France was a Managing Director with Ernst & Young, LLP and directed the firm’s Center for Strategic Transactions. Prior to her work with Ernst & Young, Ms. France was a Senior Vice President with Lehman Brothers, Inc. in the investment banking division. Ms. France has served on the board of Huntington Bancshares, Inc. (Nasdaq Global Select: HBAN) since 2016 and on the boards of the BNY Mellon Family of Funds since 2019. Ms. France has previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries, and, from 2011 to 2023, the board of Cedar Fair, L.P. (NYSE: FUN). Ms. France is qualified to serve on the Board because of her leadership experience in the investment banking, accounting and financial services fields and her service as a board member of several nationally recognized companies. Her considerable top-level experience in IT security principles, governance standards, strategic consulting and mergers and acquisitions provides CBIZ with valuable guidance in these key areas. Ms. France is an “audit committee financial expert” for U.S. Securities and Exchange Commission (“SEC”) purposes. A. Haag Sherman has served as a Director of CBIZ since August 2020, when he was elected as an independent director. Mr. Sherman has served since February 2015 as the Chief Executive Officer and a director of Tectonic Financial, Inc. and its predecessor (Nasdaq: TECTP), a banking and financial holding company. Prior thereto, Mr. Sherman co-founded Salient Partners, LP, a Houston-based investment firm, in 2002 and served in various executive positions, including Chief Executive Officer and Chief Investment Officer, through October 2011. In addition, he previously served as an executive officer and partner of The Redstone Companies from 1998 to 2002 where he, among other things, managed a private equity portfolio. Mr. Sherman has served as a director of Hilltop Holdings, Inc. (NYSE: HTH) since its acquisition of PlainsCapital Corporation in November 2012. He previously served as a director of PlainsCapital from September 2009 to November 2012. Mr. Sherman has served as an adjunct professor of law at The University of Texas School of Law. Mr. Sherman previously practiced corporate law at Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) from 1992 to 1996 and was an auditor at Price Waterhouse, a public accounting firm, from 1988 to 1989. Mr. Sherman is an attorney and certified public accountant. Mr. Sherman’s extensive background in professional services, founding and operating small businesses, his public company board service and his legal and accounting experience qualify him to serve on our Board of Directors. Mr. Sherman is an “audit committee financial expert” for SEC purposes. Todd J. Slotkin has served as a Director of CBIZ since September 2003, when he was elected as an independent director. Mr. Slotkin was President & COO of KMP Music LLC, a music publishing firm (from 2020 until 2023). He was also a Senior Advisor at Alvarez & Marsal until 2022. Between 2014 and 2020, Mr. Slotkin served as the Global Business Head of Alvarez & Marsal’s Asset Management Services. Mr. Slotkin is also an independent director of the Apollo Closed End Fund Complex (Apollo Floating Rate Fund, Apollo Tactical Income Fund). In 2011, Mr. Slotkin was appointed the Managing Partner of Newton Pointe LLC, an advisory firm, a position he also held from 2007 to 2008. Mr. Slotkin served on the Board of Martha Stewart Living Omnimedia from 2008 to 2012 and was head of its Audit Committee and Special Committee. Between 2008 and 2010, Mr. Slotkin was a Senior Managing Director of Irving Place Capital. From 2006 to 2007, Mr. Slotkin served as a Managing Director of Natixis Capital Markets. From 1992 to 2006, Mr. Slotkin served as an SVP (1992-1998) and EVP and Chief Financial Officer (1998-2006) of MacAndrews & Forbes Holdings Inc. Additionally, he was the Executive Vice President and Chief Financial Officer of publicly owned M&F Worldwide (NYSE: MFW) from 1998 to 2006. Prior to 1992, Mr. Slotkin spent 17 years with Citigroup, ultimately serving as Senior Managing Director and Senior Credit Officer. He was the Global Head of Citigroup’s Leveraged Capital Group. Mr. Slotkin is a co-founder of the Food Allergy Research & Education, Inc., formerly known as the Food Allergy Initiative. Mr. Slotkin’s considerable experience in both public and privately held companies as a director, audit and compensation committee member, audit committee financial expert, and chief financial officer is an important asset that assists the Board in overseeing a broad range of regulatory and operational issues. His history with public banks and public and private companies makes him uniquely qualified to oversee the Company’s capital, strategic and transactional matters. Mr. Slotkin is an “audit committee financial expert” for SEC purposes.
Continuing Directors
Continuing Directors Rick L. Burdick has served as Chairman of the Board, a non-officer position, since August 2022. He has been a Director since 1997, when he was elected as an independent director. Mr. Burdick was previously elected by the Board to be its Lead Director, a non-officer position, in May 2007, and its Vice Chairman, a non-officer position, in October 2002. Following his elevation to the role of Chairman, the roles of Vice Chairman and Lead Director were eliminated. Mr. Burdick was a partner at the law firm of Akin Gump from 1988 until his retirement in 2019. Since 2022, Mr. Burdick has served as non-executive Chairman of the Board of Directors of AutoNation, Inc. (NYSE: AN). Mr. Burdick is a National Association of Corporate Directors (“NACD”) Fellow and has earned the CERT Certificate in Cybersecurity Oversight through the NACD Cyber-Risk Oversight Program. In his firm management role at Akin Gump, Mr. Burdick gained extensive knowledge regarding the strategic operation of a global professional services organization that is directly applicable in the oversight of CBIZ’s professional divisions. His broad transactional experience as both a director and legal representative of large public and multinational companies, and his maintenance of a complex legal practice involving regulatory and financial reporting issues, has informed CBIZ’s acquisition program and the management of our highly regulated business operations. Jerome P. Grisko, Jr. has served as a Director of CBIZ since November 2015. Mr. Grisko was appointed Chief Executive Officer of CBIZ in March 2016 and has served as President since February 2000. He was also Chief Operating Officer from February 2000 until his appointment as Chief Executive Officer. Mr. Grisko joined CBIZ as Vice President, Mergers & Acquisitions in September 1998 and was promoted to Senior Vice President, Mergers & Acquisitions and Legal Affairs in December of 1998. Prior to joining CBIZ, Mr. Grisko was associated with the law firm Baker & Hostetler LLP, where he practiced from September 1987 until September 1998, serving as a partner from January 1995 to September 1998. While at Baker & Hostetler, Mr. Grisko concentrated his practice in mergers and acquisitions and general corporate law. Throughout over twenty-five years as SVP, COO, President, and now CEO of CBIZ, Mr. Grisko has been integrally involved in leading the management, operations, and strategy of the Company. His expertise in mergers and acquisitions and his leadership in developing and fostering organic growth initiatives have been invaluable to the development of CBIZ. Richard T. Marabito has served as a Director of CBIZ since August 2021, when he was appointed as an independent director. Mr. Marabito is Chief Executive Officer and a director of Olympic Steel, Inc. (Nasdaq: Zeus), a national metals service center headquartered in Cleveland, Ohio that focuses on the direct sale of processed carbon, coated and stainless flat-rolled sheet, coil and plate steel, aluminum, tin plate, and metal-intensive branded products. Mr. Marabito became CEO and a director of Olympic Steel, Inc. in 2019 after serving as the Chief Financial Officer since March 2000. He joined Olympic Steel, Inc. in 1994 as Corporate Controller. He is also a director and the past Chairman of the Metal Services Center Institute and served on the Board of Directors and as Audit Committee Chairman for Hawk Corporation from 2008 until the company’s sale in November 2010. Mr. Marabito has served on numerous non-profit boards over the course of his career including as a Trustee of Hawken School, Chair of the Northeast Ohio Regional Board for the Make-A-Wish Foundation, and currently serves as Trustee at the University of Mount Union. Mr. Marabito’s experience as a public company CEO, past CFO, director, and audit committee Chair provides the Company with a great depth of corporate governance and operational expertise. His experience as a CPA, corporate treasurer, and controller bolsters his qualifications as an “audit committee financial expert” who brings significant accounting and finance capability to the Board. Benaree Pratt Wiley has served as a Director of CBIZ since May 2008, when she was elected as an independent director. Ms. Wiley has served as Principal of The Wiley Group, a firm specializing in personnel strategy, talent management, and leadership development primarily for global insurance and consulting firms since 2005. Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region for fifteen years before retiring from that role in 2005. Ms. Wiley is currently a director on the boards of the BNY Mellon Family of Funds. Her civic activities include serving on the boards of the Efficacy Institute, Howard University, Dress for Success Boston, Partners Continuing Care and Spaulding Hospital. Ms. Wiley has earned the CERT Certificate in Cybersecurity Oversight through the NACD Cyber-Risk Oversight Program. Ms. Wiley is a driving force in the advancement of leadership diversity. Under her leadership as President and Chief Executive Officer, The Partnership, Inc. strengthened the capacity of greater Boston to attract, retain, and develop talented professionals of color and helped more than 1,300 African Americans integrate into the corporate community. This tenure is chronicled in a Harvard Business School case study on transformational non-profit leadership, Bennie Wiley and The Partnership, Inc. Ms. Wiley has served as both a member and chair of audit and nominating committees of the boards on which she has served. Rodney A. Young has served as a Director of CBIZ since February 2023, when he was appointed as an independent director. Mr. Young has served as the Chief Executive Officer of Delta Dental of Minnesota since 2012. Delta Dental of Minnesota is an independent, nonprofit health service plan corporation representing 8,000 Minnesota- and North Dakota-based purchasing groups and 4.4 million members nationwide. Mr. Young has twenty-five years of service on the boards of public and private corporations as well as non-profit organizations. His current Board service includes Delta Dental of Minnesota, Delta Dental Plans Association, and the Minnesota Business Partnership. He previously served as CEO of MGC Diagnostics (Nasdaq: MGCD), a former public med-tech manufacturer. Mr. Young also served as Chair, CEO and President of LecTec Corporation, a former public med-tech manufacturer. He formerly served on the Boards of Possis Medical, Health Fitness Corporation, Angeion Corporation, Bolder Options and Allina Health. Mr. Young’s experience in sales, marketing, strategy, business development, international channel management and effective team building in the dental benefit, med-tech, pharma, and healthcare industries provides expertise critical to the continued growth of our benefits and insurance businesses.
Setting Executive Compensation
Setting Executive Compensation In order to assist the Compensation Committee in applying its compensation philosophy and objectives, the Compensation Committee engaged Meridian, an outside executive compensation consulting firm, to periodically conduct reviews of its compensation program for the SMG and the Board of Directors. Meridian was engaged to prepare comprehensive reports regarding these matters in 2023. The Committee also monitored developments in compensation philosophy and statements of principles issued by proxy advisors such as Glass, Lewis & Co. and Institutional Shareholder Services (“ISS”). At the request of the Committee, CBIZ subscribes to the executive compensation analysis services of a leading compensation and governance consulting firm (the “Governance Firm”). The Committee regularly reviewed and used compensation analysis reports of this consulting firm as benchmarks to evaluate the compensation packages of members of the SMG and to confirm the validity of the data provided by Meridian. To assist in its determination of the 2023 target total direct compensation levels for our executive officers, the Compensation Committee directed Meridian to undertake a compensation benchmarking review (the “Meridian Report”) for each element of compensation, as well as information regarding incentive plan designs and pay practices for executives in similar positions among a selected peer group of companies (the “Company Peer Group”). Information in the compensation peer review served as a reference in the Compensation Committee’s overall assessment of the competitiveness of our executive compensation program. Criteria used to select the Company Peer Group include publicly traded professional services, insurance, information technology, and other companies reflecting key aspects of CBIZ’s product and service offerings. As a result of a comprehensive review in 2023, the Compensation Committee determined that the 2023 Company Peer Group would be the same as the peer group disclosed in the 2023 proxy statement, other than the removal of Volt Information Sciences, Inc., due to its acquisition in April 2022 by American Cyberstreams, Inc. For 2023, the Company Peer Group comprised the following companies:
Setting Executive Compensation
As a supplement to competitive market data derived from the Company Peer Group, the Compensation Committee also considered data derived from a secondary peer group composed of service-based companies included in the confidential Equilar Top 25 ECS Survey Database with the following attributes: (i) median revenue approximating CBIZ’s revenues and (ii) revenues falling between one-third to three times the Company’s revenue (collectively, the “Survey Peer Group”). Because CBIZ is composed of units in widely different business lines, which are not mirrored in the aggregate by any other precisely comparable individual companies, Meridian’s methods and use of the data sets are helpful to the Committee because they create a broad basis on which to establish the market value compensation targets for all members of the SMG, including the Named Executive Officers. The Committee targets total compensation for each member of the SMG, including Named Executive Officers, at approximately the 50th percentile, within an allowable range of plus or minus 15%, of the market median of compensation paid to similarly situated executives of the companies comprising the comparison groups. The Compensation Committee may set an individual executive officer’s total compensation above or below this range based on its considerations of a number of factors, which include but are not limited to the following:
Setting Executive Compensation
| • | the true scope of the job responsibilities of the executive, relative to the external market job benchmark; |
2023 Executive Compensation Components
| • | performance-based short-term incentive compensation; |
2023 Executive Compensation Components
| • | long-term equity incentive compensation; |
2023 Executive Compensation Components
Based on the data available to the Committee through Meridian, and the market data available to the Committee through publicly available competitive intelligence, the Committee believes that these compensation components provide effective incentives for our senior management team to drive successful results related to the Company’s principal 2023 performance measures. Base Salary The Company provides the Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year. As in past years, the Company continued to compare the compensation of the members of the SMG, including Named Executive Officers, to the Survey Peer Group and the Company Peer Group, and to target total compensation collectively at or near median levels. During its review of base salaries for each member of the SMG, including Named Executive Officers, the Committee primarily considers:
2023 Executive Compensation Components
| • | market data and analysis provided by its compensation consultants; |
2023 Executive Compensation Components
| • | enhance the link between the creation of shareholder value and long-term executive incentive compensation; |
2023 Executive Compensation Components
Target LTI Grant Values In February 2023, the Compensation Committee approved each Named Executive Officer’s 2023 target LTI grant value and the allocation of that value equally between time-based restricted stock units (“RSUs”) and performance share units (“PSUs”). The Compensation Committee believes this mix of equity compensation vehicles provides performance incentives that are aligned with shareholder interests and retention incentives for our Named Executive Officers. Generally, the Compensation Committee targets each NEO’s target LTI value within an acceptable range of the median of our peer group, consistent with our executive compensation philosophy. Therefore, target LTI award values may vary among the NEOs and can vary from year to year. The 2023 Grants of Plan-Based Awards table shows each NEO’s 2023 target LTI grant value and the number of shares underlying the NEO’s 2023 RSU and PSU grants. Fiscal year 2023 was the fifth year during which we granted PSUs to address shareholder and institutional advisory firm input that performance-based equity awards should be incorporated into our long-term equity compensation program. 2023 Restricted Stock Units RSUs provide retention value because they vest in one-third increments in each of the three years following the grant date and provide some level of value, irrespective of share price performance. In addition, since the unit value is tied directly to the market value of the Company’s common stock, RSUs incentivize the NEOs to enhance shareholder value. The number of RSUs that vest on each vesting date is settled in a like number of shares of Company common stock and shares sufficient to pay tax obligations are withheld on vesting. Generally, an NEO must be continuously employed through each vesting date to receive a distribution of shares on that date. 2023 Performance Share Units PSUs incentivize the NEOs to achieve key long-term financial goals that drive profitable growth and enhance shareholder value. Each NEO was granted two separate 2023 PSU awards each of which is described below:
2023 Executive Compensation Components
| Award | Weight | Performance Period | Performance Metric | | PSU — Adjusted EPS | 70% | 3-year period ending 12/31/2025 | Adjusted Earnings Per Share (EPS) | | PSU — TGIR | 30% | 3-year period ending 12/31/2025 | Total Growth in Revenue (TGIR) |
2023 Executive Compensation Components
The number of PSUs earned at the end of the three-year performance period will vary based on actual results compared to the Adjusted EPS target and TGIR target. Adjusted EPS and TGIR are non-GAAP financial measures. Adjusted EPS represents EPS calculated in accordance with GAAP adjusted for the favorable or unfavorable impact of extraordinary items, as discussed below. Likewise, TGIR represents year-over-year revenue growth calculated in accordance with GAAP adjusted for the favorable or unfavorable impact of extraordinary items, as discussed below. In the first 90 days of the fiscal year, the Committee established the minimum, target, and maximum levels of performance used to determine the potential number of PSUs earned, as shown in the 2023 Grants of Plan-Based Awards table. The Committee selected Adjusted EPS as a performance metric because improvements in Adjusted EPS are highly correlative to enhancement in our share price, and the Committee selected TGIR because meaningful revenue growth drives the Company’s profitability, which in turn helps to enhance shareholder value. The number of PSUs granted to each NEO was at a target level. Based on achieved performance, an NEO may earn between 50% and 200% of the target number of PSUs. However, if the threshold goal for a particular performance measure is not achieved by the end of the performance period, the NEOs will not earn any PSUs with respect to such performance measure. The number of PSUs earned at the conclusion of the performance period will be settled in a like number of shares of Company common stock and shares sufficient to pay tax obligations will be withheld on vesting. Generally, an NEO must be continuously employed through the end of the performance period to receive shares upon the settlement of earned PSUs. With respect to determining results compared with performance targets, the Committee has the discretion to adjust the results and the targets, up or down, to reflect the favorable or unfavorable impact of extraordinary non-recurring or other unbudgeted items that have a significant impact on Adjusted EPS or TGIR. Examples of such items may include significant changes in the number of shares outstanding, significant changes in tax rates, material acquisitions or divestitures, gain or loss on sale, tax and accounting rule changes, or other extraordinary unplanned items. Vesting of 2021 Performance Share Units In 2021, the Board of Directors awarded PSUs to specified members of the SMG. The PSUs were to be earned at the end of three years if the Company achieved pre-established goals for that period. The 2021 PSU grants were weighted 70% based on achievement of an Adjusted EPS target for the three-year period ending December 31, 2023, and 30% based on achievement of a TGIR target for that same period. Two separate grants of PSUs were provided to each eligible participant: one relating to the three-year Adjusted EPS target and one relating to the three-year TGIR target. The number of the PSUs that could have ultimately vested varied based on actual results compared to the Adjusted EPS target and TGIR target. Results between points were to be interpolated to calculate payouts. The Adjusted EPS target, TGIR target and applicable multipliers that were set in 2021 for the three-year period ended December 31, 2023, are as follows:
2023 Executive Compensation Components
| Name | 2021 PSU Target Awards (#PSUs) | Final PSU Payouts (#PSUs) | | Jerome P. Grisko, Jr. | 40,681 | 81,362 | | Ware Grove | 17,592 | 35,184 | | Chris Spurio | 17,822 | 35,644 | | Michael Kouzelos | 16,121 | 32,242 |
2023 Executive Compensation Components
Deferred Compensation and Retirement Savings Plans Retirement Savings Plan The CBIZ Retirement Savings Plan (the “Savings Plan”) is a tax qualified retirement savings plan pursuant to which all U.S. based associates, including the Named Executive Officers, can contribute the lesser of up to 80% of their annual salary or $22,500 (plus an additional $7,500 if the participant was at least 50 years old) to the Savings Plan on a before tax basis. The Company will match 50% of the first 6% of pay that is contributed to the Savings Plan. Employees who have attained age 21 are permitted to become participants in the Savings Plan after the earlier of 60 consecutive days of service or 12 full months of employment and 1,000 hours of service within the 12-month period. Employer matching payments commence after participants have been employed for one year. Employer contributions on behalf of participants are fully vested after a participant has been employed for three years of vesting service. Participants deposit savings in one or more of 28 stock and bond investment funds. The 2023 at-market annual rates of return of the investment choices available to participants ranged from 4.03% to 42.77%, depending on each participant’s fund selections. Nonqualified Deferred Compensation Plan The Named Executive Officers, as well as any other member of the SMG, any Business Unit Leader and any other employee scheduled to earn more than $200,000 annually are entitled to participate in the CBIZ Employee Non-qualified Deferred Compensation Plan. Pursuant to this deferred compensation program, eligible employees can defer up to 100% of any bonus and commission payments, as well as up to 25% of their base compensation. There is no employer match in this program. The Company does not pay any gains that participants may obtain through investment in the plan. Gains and losses are strictly related to the investment returns of the mutual fund choices within the plan. For additional information about this plan, please refer to the discussion beginning on page 47. CBIZ 2007 Amended and Restated Employee Stock Purchase Plan At the 2011 Annual Meeting, shareholders approved the CBIZ 2007 Amended and Restated Employee Stock Purchase Plan (“ESPP”), under which employees may purchase up to 2,000,000 shares of CBIZ stock at a 15% discount and may contribute up to $21,250 toward annual purchases of stock by payroll deduction or otherwise, in accordance with the terms of the ESPP. The Named Executive Officers and all other members of the SMG are entitled to participate in the ESPP, along with and upon the same terms as all other qualified employees of CBIZ and its subsidiaries. Several members of the SMG, including the CEO and the President, Financial Services, are regular participants in the ESPP. Perquisites and Other Personal Benefits The Company provides the Named Executive Officers and other members of the SMG with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with the Company’s overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs and did so again in 2023. Certain of the Named Executive Officers, as set out in the Summary Compensation Table and the All Other Compensation Table, are provided with the use of Company automobiles, participation in the plans and programs described above, long-term disability plans, life insurance, an excess liability umbrella insurance policy, an executive health program, the use of Company or private golf club memberships for personal use, and tax gross-up payments. Other perquisites are noted in the All Other Compensation table on page 37. The SMG, including the NEOs, like all full-time employees of the Company, are provided with a death benefit program that provides for a payment of up to $50,000 in the event of death during employment. This program is provided to all full-time employees at no charge, and the enrollment of the Named Executive Officers in this program has been determined by the Company to have no aggregate incremental cost. When the Named Executive Officers use the Company’s golf club memberships for personal use, they reimburse CBIZ for all charges incurred in connection with their personal use. The occasional personal use of these memberships has been determined by the Company to have no aggregate incremental cost. Unless otherwise noted, the value of each perquisite is calculated based upon actual costs incurred by the Company in securing these benefits. In the case of leased automobiles, the cost of the perquisite is calculated based upon the percentage of each executive’s personal use of the vehicle, which usage is then valued by reference to the Internal Revenue Service table related to usage valuation for leased automobiles. Mr. Grisko incurred and was reimbursed for and received a tax gross-up payment for payments related to a contractually required golf club membership. The Company also paid for the cost of a life insurance policy called for in the CEO’s employment agreement, as well as a tax gross-up payment to cover the income imputed to Mr. Grisko related to this life insurance policy. The Committee believes that such a benefit is common for positions of this stature, and that the existence of the policy was a negotiated requirement necessary to secure Mr. Grisko’s services as CEO. The Committee determined that provision of the life insurance policy was a more cost-effective method of securing a comparable benefit than through other methods such as a Supplemental Executive Retirement Plan or other more costly forms of pension benefits. Attributed costs of the personal benefits described above for the Named Executive Officers for the fiscal year ended December 31, 2023, are included in column (i) of the “Summary Compensation Table” on page 37. Employment and Other Agreements The Company has entered into employment agreements or severance protection agreements with certain key employees, including several of the Named Executive Officers, as noted on page 43. These agreements are designed to promote stability and continuity of key members of senior management. Information regarding applicable payments under such agreements for the Named Executive Officers is provided under the headings “Employment or Other Agreements” on page 43 and “Potential Payments upon Termination or Change in Control” on page 48. Consideration of 2023 Say-on-Pay Vote, Institutional Investor Opinion, and Institutional Advisory Firm Comments In order to remain apprised of shareholder reaction to the compensation of the Company’s Named Executive Officers, the Company recommended, and the shareholders concurred, that an annual shareholder non-binding advisory vote should be held on this issue. Accordingly, the Company has determined to hold annual say-on-pay votes.
2023 Executive Compensation Components
The Committee considered the results of the say-on-pay vote, its discussions with institutional investors and the comments of advisory firms in its review of the compensation of the entire SMG, as well as that of the Named Executive Officers in particular. In arriving at the pay packages for the Named Executive Officers, the Compensation Committee reviewed and considered the results of the shareholders’ votes on the say-on-pay issue presented at the Company’s 2023 Annual Meeting. While the Committee noted that a significant majority of shareholders approved the compensation of the Company’s Named Executive Officers, it also was again mindful of shareholders with different views. The Committee also noted that the Company again continued its intensive efforts throughout 2023 to engage with all major institutional investors to ensure, in part, that its policies and actions are compatible with the views of the investors. In 2023 the CEO, CFO and the Head of our Investor Relations Program met with individuals and institutions holding approximately 44% of the Company’s outstanding stock. The Compensation Committee was provided with and considered the substance of these investor discussions in arriving at the fiscal 2023 compensation of the Named Executive Officers. The Committee noted that the Company’s 2023 say-on-pay proposal received support from ISS, a leading independence governance analysis and proxy voting advisor to institutional investors. In 2023, the Committee again used compensation modeling provided by the Governance Firm’s services to assess the suitability of the CEOs’ compensation package and to confirm the validity of the data provided by Meridian. The Governance Firm’s data confirmed that the Meridian information was accurate, that the CEO’s compensation package as described in this proxy statement was consistent with median compensation data at comparable peer companies, and that the CEO’s total compensation, as stated in the Summary Compensation Table on page 37, presented a low level of concern in the categories evaluated by the Governance Firm’s quantitative analysis tools. All of these metrics support the Compensation Committee’s conclusion that the CEO’s compensation is appropriate. Comparison of Compensation to Targets In 2023, the Committee examined the compensation metrics made available to it from Meridian and ancillary data sources, made a full assessment of the individual performance of each member of the SMG, and compared the personal performance of the Named Executive Officers to the compensation data. Based on its analysis of the compensation of these officers, the Committee believes that the compensation of the Named Executive Officers is appropriate in accordance with the Company’s compensation philosophy and objectives, compatible with the individual performance of each member of the SMG as well as that of the Company in 2023, consistent with the views and interests of the Company’s institutional and individual investors, and generally in agreement with the range of target levels suggested by the data compiled by Meridian, the Governance Firm, and available from other ancillary sources. As previously stated, the Committee generally targets aggregate compensation for the collective SMG, including the Named Executive Officers, at approximately the 50th percentile, within an allowable range of plus or minus 15%, of total compensation paid to similarly situated executives of the companies comprising the Company Peer Group and the Survey Peer Group. Variations to this objective in general, and in evaluating compensation targets for individual members of the SMG, including the NEOs, may occur as dictated by the experience level of the individual, his or her relative importance or unique function within the organization, special meritorious conduct during the year or over a longer period, continued leadership contributions, talent retention concerns, and other market factors. The compensation levels of the Named Executive Officers compare appropriately to the Committee’s aggregate targets for their respective positions and were justified in light of the Company’s excellent performance during 2023 and the success of the NEOs in exceeding financial and non-financial target goals for the year. The Committee found that the aggregate compensation of the Named Executive Officers was generally consistent with the allowable range of variation to the median pay levels of the Meridian Report. The CEO’s target compensation for 2023 was $4,762,000, which was below the median range when compared with the Meridian Report’s 50th percentile total compensation targets of $5,046,000 for the Company Peer Group and $5,981,000 for the Survey Peer Group. His total compensation in 2023, including the grant date fair value of long-term equity grants, was $5,213,529, which was within the median range compared to the median target values for comparable positions reflected in the Meridian Report. The Committee’s conclusion that the CEO’s actual total compensation was within the range of median pay levels established by the Meridian Report data was confirmed by compensation modeling provided by the Governance Firm, which indicated that the CEO’s total compensation package, as stated in the Summary Compensation Table on page 37, was a “low concern” under the Governance Firm’s data. The Compensation Committee therefore determined that the CEO’s compensation was justified and consistent with the philosophy and targets established by the Committee. The Committee also determined that the inclusion of the tax gross-up amount present in the CEO’s total compensation was not a material amount of the total compensation package. In addition, it was required as part of the Company commitment to provide the CEO with a life insurance policy under his amended employment agreement negotiated at the time of his appointment as CEO. Moreover, given that the CEO’s entire pay package as presented in the Summary Compensation Table on page 37 presented a “low concern” according to the Governance Firm, and the payment constituted a de minimis fraction of that package, the Committee believes that the payment was appropriate. The CFO’s total compensation of $2,004,216, including the grant date fair value of equity grants, was aligned with the Meridian Report’s 75th percentile total compensation target of $2,000,000 for the Company Peer Group and the Meridian Report’s 50th percentile total compensation target of $2,126,000 for the Survey Peer Group. The Committee determined that the compensation package for the CFO was within the median range compared to the median target values for comparable positions reflected in the Meridian Report. The President, Financial Services’ total compensation of $2,374,654, including the grant date fair value of equity grants, was also approximately aligned with the Meridian Report’s 50th percentile total compensation targets of $2,567,000 for the Company Peer Group and $1,555,000 for the Survey Peer Group. The Committee again determined that the compensation package for the President, Financial Services was acceptable because it fell within the range of median target values for comparable positions expressed in the Meridian Report with respect to the Company Peer Group. In addition, the Committee had access to market data regarding this position through the Company’s acquisition discussions and publicly available competitive intelligence. In light of the data, and the unique nature of this position relative to similar industry positions, the Committee determined that the President, Financial Services was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee.
2023 Executive Compensation Components
The President, Benefits & Insurance Services’ total compensation, including the grant date fair value of equity grants, was $1,875,089 in 2023. The Meridian Report reflected 50th percentile total compensation of a division president as $2,567,000 for the Company Peer Group and $1,285,000 for the Survey Peer Group. The Committee determined that the compensation package for this position was within the median range of the Meridian Report with respect to the Company Peer Group. The Committee again had access to market data regarding this position available to the Committee through the Company’s acquisition discussions and publicly available competitive intelligence. In light of the data, and the unique nature of this position relative to similar industry positions, the Committee determined that the President, Benefits & Insurance Services was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary(1) ($) (c) | Stock Awards(2) ($) (e) | Non-Equity Incentive Plan Compensation(3) ($) (g) | All Other(4) Compensation ($) (i) | Total ($) (j) | | Jerome P. Grisko, Jr. PEO, CEO & President | 2023 | 950,000 | 2,745,345 | 1,277,370 | 240,814 | 5,213,529 | | | 2022 | 943,750 | 2,163,082 | 1,518,300 | 257,251 | 4,882,383 | | | 2021 | 905,208 | 2,238,268 | 1,676,700 | 232,225 | 5,052,401 | | Ware Grove PFO, SVP, & CFO | 2023 | 520,246 | 967,419 | 483,893 | 32,658 | 2,004,216 | | | 2022 | 501,044 | 935,388 | 619,655 | 31,888 | 2,087,975 | | | 2021 | 487,037 | 967,912 | 697,104 | 31,215 | 2,183,268 | | Chris Spurio President, Financial Services | 2023 | 659,500 | 1,081,643 | 621,036 | 12,475 | 2,374,654 | | | 2022 | 569,250 | 947,644 | 616,007 | 11,354 | 2,144,255 | | | 2021 | 557,292 | 980,566 | 693,000 | 10,679 | 2,241,537 | | Michael Kouzelos President, B&I Services | 2023 | 506,123 | 886,494 | 469,997 | 12,475 | 1,875,089 | | | 2022 | 486,658 | 857,242 | 526,630 | 11,354 | 1,881,884 | | | 2021 | 473,054 | 886,978 | 592,452 | 10,679 | 1,963,163 |
SUMMARY COMPENSATION TABLE
| (1) Base salary amounts shown above represented actual salary earned during the year, reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). |
SUMMARY COMPENSATION TABLE
| (2) Represents the grant date fair value of RSUs and target PSUs as computed in accordance with FASB ASC Topic 718. This does not reflect taxable income to the individual until RSU restrictions lapse or PSUs are vested. See 2023 Grants of Plan-Based Awards table for the awards to which these values relate on page 45. The assumptions used in calculating these amounts are set forth in the Company’s consolidated financial statements, set forth in the Form 10-K for the fiscal year ended December 31, 2023, as filed on February 23, 2024. |
SUMMARY COMPENSATION TABLE
| (3) This column reflects amounts paid to each Named Executive Officer in February 2024, 2023, and 2022 and represents amounts earned pursuant to the EIP for 2023, 2022 and 2021, in each case, adopted by the Compensation and Human Capital Committee in advance of that year’s performance, which incentive compensation plans were established pursuant to the 2019 OIP. See “Compensation Discussion and Analysis–CBIZ Annual Executive Incentive Plan” beginning on page 26. |
SUMMARY COMPENSATION TABLE
| (4) See Fiscal Year 2023 All Other Compensation table, below. |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Grisko, our CEO. Mr. Grisko had fiscal 2023 annual total compensation of $5,213,529 as reflected in the Summary Compensation Table included in this proxy statement. We estimate that the annual total compensation for our median employee was $86,447 for 2023. We determined our median employee by using 2023 W-2 wages for all CBIZ employees other than our CEO. We selected December 31, 2023, as the date upon which we would identify the median employee. Once we identified our median employee, we combined all elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the median employee’s annual total compensation. Mr. Grisko’s 2023 total annual compensation was approximately 60.3 times that of the annual total compensation for our median employee.
PAY VS. PERFORMANCE COMPARISON
PAY VS. PERFORMANCE COMPARISON As discussed in the Compensation Discussion & Analysis above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of the Company’s financial, operational, and strategic objectives, and to align our executive pay with key metrics that we have identified as a result of discussions with our shareholders in the course of our ongoing investor relations program. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021, and 2020.
PAY VS. PERFORMANCE COMPARISON
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($Mn) | Basic EPS | | | | | | | Company Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | | 2023 | $5,213,529 | $9,147,241 | $2,084,653 | $3,692,761 | $232.16 | $161.74 | $120.97 | $2.42 | | 2022 | $4,882,383 | $9,764,850 | $2,038,048 | $4,101,128 | $173.78 | $141.01 | $105.35 | $2.05 | | 2021 | $5,052,401 | $9,612,920 | $2,129,323 | $4,100,152 | $145.10 | $163.92 | $70.89 | $1.35 | | 2020 | $3,788,636 | $2,915,886 | $1,605,899 | $1,220,149 | $98.70 | $117.75 | $78.30 | $1.44 |
PAY VS. PERFORMANCE COMPARISON
| (1) The dollar amounts reported are the amounts of total compensation reported for our CEO in the Summary Compensation Table for fiscal years 2023, 2022, 2021, and 2020. Mr. Grisko served as CEO for each of the years presented. |
PAY VS. PERFORMANCE COMPARISON
| (2) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts are not actual amounts paid to our CEO during the applicable year, but reflect the adjustments set out in the Compensation Actually Paid to the PEO Table below. |
PAY VS. PERFORMANCE COMPARISON
| (3) For 2023, 2022, 2021, and 2020 reflect the amounts of total compensation reported for our NEOs, other than our CEO, reported in the Summary Compensation Table. Messrs. Spurio, Kouzelos and Grove served as non-CEO NEOs for each of the years presented. |
PAY VS. PERFORMANCE COMPARISON
| (4) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts are not the actual amounts paid to our NEOs, other than our CEO, during the applicable year, but reflect the adjustments set out in the Compensation Actually Paid to the Non-PEO NEOs Table below. |
PAY VS. PERFORMANCE COMPARISON
| (5) Reflects cumulative total shareholder return on investment of $100 as of the beginning of each measurement period of the Company Peer Group (constituent companies defined on page 23), as described in the CD&A of the proxy statement for each applicable year. The peer group disclosed in the 2024 proxy statement is the same as the peer group disclosed in the 2023 proxy statement, other than the removal of Volt Information Sciences, Inc., which was acquired in April 2022 by American Cyberstreams, Inc. Volt Information Sciences, Inc. was removed from the peer group because it no longer publicly reported compensation data following the acquisition. |
Comparison of TSR Using Newly Selected Peer Group vs. Prior Peer Group
| Compensation Actually Paid to the PEO Table | 2023 | 2022 | | 2021 | 2020 | | | Total Compensation for CEO as reported SCT for the covered year | $5,213,529 | | 4,882,383 | $5,052,401 | | 3,788,636 | | Deduct pension values reported in SCT for the covered year | $0 | | 0 | $0 | | 0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $2,745,345 | | 2,163,081 | $2,238,269 | | 1,868,678 | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $0 | | 0 | $0 | | 0 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $3,550,230 | | 2,658,456 | $3,182,881 | | 1,931,088 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | | 0 | $0 | | 0 | | Add dividends paid on unvested shares/share units and stock options during the covered year | $0 | | 0 | $0 | | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year (as compared to prior year end) of any equity awards granted in any year prior to the covered year that are outstanding and unvested as of the end of such covered year | $2,932,715 | | 4,503,936 | $2,623,284 | -$ | 76,019 | | Add the change in fair value (whether positive or negative) as of the vesting date (as compared to prior year end) of any equity awards granted in any year prior to the covered year for which all applicable vesting conditions were satisfied during the covered year | $196,112 | -$ | 116,844 | $992,623 | -$ | 859,140 | | Subtract the fair value of any equity awards granted in a year prior to the covered year that were forfeited in the covered year determined as of the end of the year prior to the covered year | $0 | | 0 | $0 | | 0 | | Compensation Actually Paid to CEO | $9,147,241 | | 9,764,850 | $9,612,920 | | 2,915,886 |
Comparison of TSR Using Newly Selected Peer Group vs. Prior Peer Group
| Compensation Actually Paid to the Non-PEO NEOs Table | 2023 | 2022 | | 2021 | 2020 | | | Total Compensation for Other NEOs as reported SCT for the covered year | $2,084,653 | | 2,038,048 | $2,129,323 | | 1,605,899 | | Deduct pension values reported in SCT for the covered year | $0 | | 0 | $0 | | 0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $978,519 | | 913,432 | $945,152 | | 789,083 | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $0 | | 0 | $0 | | 0 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $1,265,403 | | 1,122,620 | $1,344,033 | | 815,437 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | | 0 | $0 | | 0 | | Add dividends paid on unvested shares/share units and stock options during the covered year | $0 | | 0 | $0 | | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year (as compared to the prior year end) of any equity awards granted in any year prior to the covered year that are outstanding and unvested as of the end of such covered year | $1,238,412 | | 1,901,872 | $1,127,484 | -$ | 33,856 | | Add the change in fair value (whether positive or negative) as of the vesting date (as compared to prior year end) of any equity awards granted in any year prior to the covered year for which all applicable vesting conditions were satisfied during the covered year | $82,812 | -$ | 47,979 | $444,464 | -$ | 378,248 | | Subtract the fair value of any equity awards granted in a year prior that were forfeited in the covered year determined as of the end of the year prior to the covered year | $0 | | 0 | $0 | | 0 | | Compensation Actually Paid to Other NEOs | $3,692,761 | | 4,101,128 | $4,100,152 | | 1,220,149 |
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jerome P. Grisko, Jr. | 2023-01-01 | 427,500 | 1,111,500 | 1,966,500 | N/A | N/A | N/A | N/A | N/A | | | 2023-02-08 | 0 | 0 | 0 | 14,180 | 28,361 | 56,722 | 28,361 | 2,745,345 | | Ware Grove | 2023-01-01 | 167,553 | 418,882 | 753,988 | N/A | N/A | N/A | N/A | N/A | | | 2023-02-08 | 0 | 0 | 0 | 4,997 | 9,994 | 19,988 | 9,994 | 967,419 | | Chris Spurio | 2023-01-01 | 215,040 | 537,600 | 967,680 | N/A | N/A | N/A | N/A | N/A | | | 2023-02-08 | 0 | 0 | 0 | 5,587 | 11,174 | 22,348 | 11,174 | 1,081,643 | | Michael Kouzelos | 2023-01-01 | 162,742 | 406,855 | 732,339 | N/A | N/A | N/A | N/A | N/A | | | 2023-02-08 | 0 | 0 | 0 | 4,579 | 9,158 | 18,316 | 9,158 | 886,494 |
2023 GRANTS OF PLAN-BASED AWARDS
| (1) Represents range of potential payouts under the EIP. All awards under the EIP are at risk; therefore, potential award is $0 for each participant if all minimum performance levels are not achieved. “Threshold” values assume lowest award possible assuming Company achieves minimum Pre-Tax and OGIR Targets and that no IPA is granted. “Target” values assume Company achieves Pre-Tax and OGIR Targets and that the IPA is granted. “Maximum” values assume Company achieves earnings sufficient to meet maximum TM for each Pre-Tax and OGIR Target and that the individual is awarded the maximum IPA. |
2023 GRANTS OF PLAN-BASED AWARDS
| (2) Represents number of PSUs at minimum, target, and maximum award levels. |
2023 GRANTS OF PLAN-BASED AWARDS
| (3) Represents number of RSUs. |
2023 GRANTS OF PLAN-BASED AWARDS
| (4) Represents value of RSUs and PSUs on grant date. |
2023 GRANTS OF PLAN-BASED AWARDS
At the 2019 Annual Meeting, the 2019 OIP was approved by the shareholders. The 2019 OIP and its predecessor stock incentive plans give the Committee the sole authority to grant participants shares of CBIZ common stock, restricted stock, share units, stock options, stock appreciation rights, performance units and/or performance bonuses. In granting these awards, the Committee may establish any conditions or restrictions it deems appropriate. The 2019 OIP does not permit issued options to be repriced, replaced, or regranted through cancellation or by lowering the option exercise price of a previously granted award. The 2019 OIP gives the Committee the ability to design cash and stock-based incentive compensation programs to promote high performance and achievement of corporate goals by the Named Executive Officers, other members of the SMG, and other key employees throughout the Company. Equity Grant Practices Vesting rights, restriction lapses, rights to exercise, terms related to the events of death, disability, retirement, or change in control rules related to equity grant expiration and termination, and all other terms and conditions related to option and restricted stock awards are set out in the terms of the 2019 OIP and the agreements which executives must sign in order to preserve their equity grants. All recipients of equity grants must agree to certain restrictive covenants that prevent the executive, upon leaving CBIZ, from soliciting clients and employees of CBIZ or its subsidiaries for a period of two years. Management’s recommendations to the Compensation and Human Capital Committee regarding equity grants to newly hired or promoted executives are presented to the Committee at the next regularly scheduled Committee meeting following the promotion or the completion of an agreement to hire the executive. On occasion, the Committee will award grants through written action without a meeting.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Jerome P. Grisko, Jr. | 28,361(1) | 1,775,115 | 28,361(2) | 1,775,115 | | | 18,914(3) | 1,183,827 | 28,372(4) | 1,775,803 | | | 13,560(5) | 848,720 | 40,681(6) | 1,905,905 | | Ware Grove | 9,994(1) | 625,524 | 9,994(2) | 625,524 | | | 8,179(3) | 511,924 | 12,269(4) | 767,917 | | | 5,864(5) | 367,028 | 17,592(6) | 1,101,083 | | Chris Spurio | 11,174(1) | 699,381 | 11,174(2) | 699,381 | | | 8,286(3) | 518,621 | 12,430(4) | 777,994 | | | 5,941(5) | 371,847 | 17,822(6) | 1,115,479 | | Michael Kouzelos | 9,158(1) | 573,199 | 9,158(2) | 573,199 | | | 7,496(3) | 469,175 | 11,244(4) | 703,762 | | | 5,374(5) | 336,359 | 16,121(6) | 1,009,013 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (1) Grant of RSUs, dated February 8, 2023. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (2) Target Grant of PSUs dated February 8, 2023. PSUs vest at the end of three years if the Company achieves the pre-established goals for that period. The 2023 PSUs were weighted 70% based on achievement of an adjusted, non-GAAP EPS target for the 3-year period ending December 31, 2025, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3) Grant of RSUs, dated February 11, 2022. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (4) Target Grant of PSUs dated February 11, 2022. PSUs vest at the end of three years if the Company achieves the pre-established goals for that period. The 2022 PSUs were weighted 70% based on achievement of an adjusted, non-GAAP EPS target for the 3-year period ending December 31, 2024, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (5) Grant of RSUs, dated February 11, 2021. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (6) Target Grant of PSUs dated February 11, 2021. PSUs vest at the end of three years if the Company achieves the pre-established goals for that period. The 2021 PSUs were weighted 70% based on achievement of an adjusted, non-GAAP EPS target for the 3-year period ending December 31, 2023, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (7) The market value of shares or units that have not vested has been calculated using the closing price of the Company’s shares on December 29, 2023, as quoted on the NYSE ($62.59), the last business day of 2023. |
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Jerome P. Grisko, Jr. | 180,000 | 6,182,826 | 107,683 | 5,241,061 | | Ware Grove | 75,000 | 2,548,603 | 46,566 | 2,266,422 | | Chris Spurio | 75,000 | 2,372,053 | 47,175 | 2,296,064 | | Michael Kouzelos | 72,000 | 2,287,817 | 42,672 | 2,076,898 |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (1) This amount represents the aggregate amount realized upon the exercise of options or vesting of restricted shares, RSUs, and PSUs, as applicable, prior to payment of taxes, commissions, transaction fees, and handling fees. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
2023 NON-QUALIFIED DEFERRED COMPENSATION
2023 NON-QUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(2) ($) | | Jerome P. Grisko, Jr. | — | — | 755,364 | — | 6,087,332 | | Ware Grove | 217,343 | — | 885,578 | — | 6,018,800 | | Chris Spurio | — | — | — | — | — | | Michael Kouzelos | — | — | 64,660 | — | — |
2023 NON-QUALIFIED DEFERRED COMPENSATION
| (1) Contributions are derived entirely from salary, bonus, and non-equity incentive plan compensation already reported for each individual in the Summary Compensation Table. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
| (2) 100% of these funds were amounts already otherwise reported in the Summary Compensation Table for 2023 and prior years, plus market earning on amounts contributed by the individuals listed. 0% of these funds are derived from registrant contributions. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
The CBIZ Employee Non-qualified Deferred Compensation Plan allows participants to contribute up to 25% of their base compensation, and up to 100%, after taxes, of any commission and bonus compensation earned throughout the year, and to invest such compensation in one or more of 37 stock, bond and money market investment funds available during the year. The 2023 at-market rates of return of the investment choices available to participants ranged from 1.60% to 46.78%, depending on each participant’s fund selections. Contributions are deposited into a rabbi trust, a grantor trust that limits management’s ability to use deposits in the trust by isolating the funds from the Company’s working capital. Money in the trust is always subject to the claims of the Company’s general creditors. Contributors’ interests in the trust are not subject to assignment, alienation, pledge, or attachment. Withdrawals and payouts generally are only permitted upon retirement or expiration of a term of years established by the participant in advance of contributions. Following death and disability, distributions are made as soon as administratively possible. Hardship withdrawals are permitted only under restricted circumstances. In the event of termination of employment, all funds in a participant’s account are payable to the participant no earlier than six months following termination, except for funds in designated retirement accounts once an employee has completed ten years of employment service, which retirement account funds are payable over a period of up to ten years. All payouts and changes to distribution elections are subject to the provisions of Code Section 409A. There is no employer match in this program.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table shows the amount of compensation that would be payable to each of the Named Executive Officers in the event of termination of such executive’s employment upon voluntary termination and retirement as defined in the 2019 OIP, involuntary not “for cause” termination, termination following a change in control and in the event of disability or death of the executive. The Company does not have an early retirement plan, and the Named Executive Officers do not have agreements calling for or permitting payments based upon an early retirement. The amounts shown assume termination was effective as of December 31, 2023, and are estimates of the amounts that would be paid to the executives upon their termination, as a result of their termination, or as a result of a change in control. The table does not include payments of already vested sums or rights that are due and owing to the employee by virtue of their service through the date of termination, assumed to be December 31, 2023. Moreover, the amounts that would actually be paid can only be determined at the time of such executive’s actual separation from the Company.
Payments Made Upon Termination or Retirement
| • | vested amounts under the CBIZ Employee Retirement Savings Plan and the Non-qualified Deferred Compensation Plan. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For fiscal 2023, Non-Employee Director Compensation consisted of:
DIRECTOR COMPENSATION
| • | a $75,000 annual retainer paid either in cash or into the CBIZ Non-Employee Director Deferred Compensation Plan; |
DIRECTOR COMPENSATION
| • | a $25,000 Audit Committee Chair fee, a $20,000 Compensation and Human Capital Committee Chair fee, a $10,000 Nominating and Governance Committee Chair fee paid to the chairpersons of each respective committee, and a Non-Executive Chairman of the Board fee of $100,000 paid to the Non-Executive Chairman of the Board; |
DIRECTOR COMPENSATION
| • | no meeting attendance fees; and |
DIRECTOR COMPENSATION
| • | an annual equity grant of approximately $150,000 worth of restricted shares (valued on grant date) to each Non-Employee Director, with restrictions lapsing on one-half of the shares on each of the first and |
DIRECTOR COMPENSATION
| second anniversaries of the date of grant. The annual equity grant is awarded at, or shortly after, the first regularly scheduled meeting of the Compensation and Human Capital Committee each year. The equity grant is awarded upon passage of a resolution of the Compensation and Human Capital Committee and the time-lapsing of restrictions is tied to the date of the actual grant. |
DIRECTOR COMPENSATION
Our Non-Employee Directors are permitted to participate in the CBIZ Non-Employee Director Deferred Compensation Plan. Directors may direct that their retainers be deposited into the Plan. There is no matching payment into the Plan by the Company, and directors may select from the same investment choices available to participants in the CBIZ Employee Nonqualified Deferred Compensation Plan. During 2023, the rates of return for these investment choices ranged from 1.6% to 46.78%, depending on a participant’s fund selections. Non-Employee Directors receive no compensation other than directors’ fees and the noted equity grant. Employee directors receive no director fee compensation.
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rick L. Burdick | 149,250(4) | 150,042 | — | 48,250(4) | 2,575 | 350,117 | | Michael H. DeGroote | 77,250(5) | 150,042 | — | — | 2,575 | 229,867 | | Joseph S. DiMartino | 50,625(6) | — | — | — | 2,575 | 53,200 | | Gina France | 80,250(7) | 150,042 | — | — | 2,575 | 232,867 | | Sherrill Hudson | 66,250(8) | — | — | — | 2,575 | 68,825 | | Rick Marabito | 86,625(9) | 150,042 | — | — | 2,575 | 239,242 | | A. Haag Sherman | 77,250(10) | 150,042 | — | — | 2,575 | 229,867 | | Todd J. Slotkin | 78,750(11) | 150,042 | — | — | 2,575 | 231,367 | | Benaree Pratt Wiley | — | 150,042 | — | 88,750(12) | 2,575 | 241,367 | | Rodney A. Young | 56,250(13) | — | 767,500(13) | — | 2,575 | 826,325 |
2023 DIRECTOR COMPENSATION TABLE
| * Director Jerome P. Grisko, Jr. also acts as CEO, and he received no additional compensation or awards in connection with his role as a director. Therefore, his compensation is not included in the 2023 Director Compensation Table and appears in the Summary Compensation Table at page 37. Directors DiMartino and Hudson retired from the Board in May 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (1) Amount represents grant date fair value of 3,022 shares of restricted stock awarded to each non-employee director in 2023 as computed in accordance with FASB ASC Topic 718. This does not reflect taxable income to the individual until restrictions lapse. |
2023 DIRECTOR COMPENSATION TABLE
| (2) No preferential payments are made by the Company to the participants of the Directors Deferred Compensation Plan. |
2023 DIRECTOR COMPENSATION TABLE
| (3) Amount represents Executive Group Personal Excess Liability Insurance premium payments. An Excess Liability policy written for coverage of $10 million is provided to all members of the Board of Directors and the SMG. Other than premium payments for this coverage, no Other Compensation is provided to Directors. |
2023 DIRECTOR COMPENSATION TABLE
| (4) Contributions consist of annual retainer fee, Chairman fees, and committee chair fee deposited into the director’s deferred compensation plan account. On December 31, 2023, the aggregate number of unvested restricted stock awards held by Mr. Burdick was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (5) Annual retainer fee. On December 31, 2023, the aggregate number of unvested restricted stock awards held by Mr. DeGroote was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (6) Annual retainer fee. On December 31, 2023, Mr. DiMartino held no unvested restricted stock awards. Mr. DiMartino retired from the Board in May 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (7) Annual retainer fee. On December 31, 2023, the aggregate number of unvested restricted stock awards held by Ms. France was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (8) Annual retainer fee and committee chair fees. On December 31, 2023, Mr. Hudson held no unvested restricted stock awards. Mr. Hudson retired from the Board in May 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (9) Annual retainer fee and committee chair fees. On December 31, 2023, the aggregate number of vested option awards held by Mr. Marabito was 50,000 option shares and the aggregate number of unvested restricted stock awards held by Mr. Marabito was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (10) Annual retainer fee. On December 31, 2023, the aggregate number of vested option awards held by Mr. Sherman was 50,000 option shares and the aggregate number of unvested restricted stock awards held by Mr. Sherman was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (11) Annual retainer fee. On December 31, 2023, the aggregate number of unvested restricted stock awards held by Mr. Slotkin was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (12) Contributions consist of annual retainer fee and committee chair fee deposited into the director’s deferred compensation plan account. On December 31, 2023, the aggregate number of unvested restricted stock awards held by Mrs. Wiley was 4,524 shares. |
2023 DIRECTOR COMPENSATION TABLE
| (13) Contributions consist of annual retainer fee. On December 31, 2023, the aggregate number of vested option awards held by Mr. Young was 50,000 option shares, granted in 2023. |