DEF 14A of CBIZ, Inc., Apr 3, 2025

DEF 14A of CBIZ, Inc.

Filed Apr 3, 2025 · FY20240001193125-25-072368

Open on EDGAR

  1. AS SOON AS POSSIBLE

    | Potential Payments upon Termination or Change in Control | 49 | | Director Compensation | 51 | | 2024 Director Compensation Table | 53 | | Certain Relationships And Related Transactions | 55 | | Delinquent Section 16(A) Reports | 55 | | Equity Compensation Plan Information | 56 | | Shareholder Proposals | 57 | | Expenses Of Solicitation | 57 | | Householding | 58 | | Other Matters | 58 |

  2. 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 ten members, with three members’ terms expiring at this Annual Meeting. The three members with terms expiring at the Annual Meeting are Rick L. Burdick, Michael H. DeGroote, and Jerome P. Grisko, Jr. Michael H. DeGroote will not stand for election at the Annual Meeting and his current term will expire at the Annual Meeting. Proxies cannot be voted for a greater number of persons than nominees named. Directors Burdick and Grisko have been nominated for election by the Board. If elected at the Annual Meeting, these two nominees will serve until the 2028 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. The Board has also nominated Director Kathy A. Raffa to stand for election as part of the class serving until 2028. Ms. Raffa has agreed to do so, and, if elected, has expressed the intention to resign her membership in her current class of directors whose term expires at the Annual Meeting of Shareholders in 2027. 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.

  3. Directors Standing for Election

    Directors Standing for Election

  4. Directors Standing for Election

    | Name | Age | Director Since | Expiration of Proposed Term | | Rick L. Burdick | 73 | 1997 | 2028 | | Jerome P. Grisko, Jr. | 63 | 2015 | 2028 | | Kathy A. Raffa* | 66 | 2025 | 2028 |

  5. Directors Standing for Election

    * Ms. Raffa, whose term expires at the Annual Meeting of Shareholders in 2027, agreed to being nominated for election as a director whose term expires at the 2028 Annual Meeting in order to rebalance our Board and will resign as a director with a term expiring at the Annual Meeting of Shareholders in 2027 contingent on her election as a director with a term expiring at the Annual Meeting of Shareholders in 2028. If she is not reelected, she will continue her current term through the Annual Meeting of Shareholders in 2027.

  6. Directors Whose Terms Continue

    Directors Whose Terms Continue

  7. Directors Whose Terms Continue

    | Name | Age | Director Since | Expiration of Current Term | | Gina D. France | 66 | 2015 | 2027 | | Richard T. Marabito | 61 | 2021 | 2026 | | A. Haag Sherman | 59 | 2020 | 2027 | | Todd J. Slotkin | 71 | 2003 | 2027 | | Benaree Pratt Wiley | 78 | 2008 | 2026 | | Rodney A. Young | 69 | 2023 | 2026 |

  8. 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 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.

  9. Nominees For Directors

    Nominees For Directors Rick L. Burdick has served as Chair 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 Chair, a non-officer position, in October 2002. Following his elevation to the role of Chair, the roles of Vice Chair and Lead Director were eliminated. Mr. Burdick was a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) from 1988 until his retirement in 2019. Since 2022, Mr. Burdick has served as non-executive Chair 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 Senior Vice President, Chief Operating Officer, President, and now Chief Executive Officer 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. Kathy Raffa has served as a Director of CBIZ since February 2025, when she was appointed as an independent director. As previously disclosed, in connection with the Company’s recent acquisition, Marcum LLP (“Marcum”) had the right to nominate a director to be appointed to the Board, subject to compliance with certain requirements and the recommendation of the Company’s Nominating and Governance Committee and approval by the Board. Ms. Raffa was nominated pursuant to this right. Ms. Raffa was the President of Raffa, PC, a top 100 accounting firm based in Washington, D.C., until its merger in 2018 with Marcum. She then served as the Office Managing Partner for Marcum’s D.C. region offices until her retirement in October 2023. Ms. Raffa spent the first 10 years of her career at Coopers & Lybrand (now PricewaterhouseCoopers) where she was a nonprofit and higher education specialist in their audit practice. Ms. Raffa currently serves on the Board of Directors of Eagle Bancorp, Inc. (Nasdaq: EGBN) (retiring in 2025) and EagleBank (where she also serves as chair of the Audit Committee), and previously served on a number of nonprofit boards including Trinity Washington University, where she was the chair of the Finance Committee and Audit Committee. She is a Certified Public Accountant licensed in the District of Columbia and in Maryland. Ms. Raffa’s considerable expertise in management, founding and operating small businesses, her public company board service and her audit, accounting and consulting experience qualify her to serve on our Board of Directors.

  10. Remaining Directors

    Remaining Directors Gina D. France has served as a Director of CBIZ since February 2015, when she was appointed 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 boards of the BNY Mellon Family of Funds since 2019 and the board of Huntington Bancshares, Inc. (Nasdaq: HBAN) since 2016 (retiring in 2025). Ms. France has previously served on the boards of Cedar Fair, LP (now Six Flags) (NYSE: FUN), FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries. 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 SEC purposes. 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. He joined Olympic Steel, Inc. in 1994 as Corporate Controller. He is also a director and the past Chair of the Metal Services Center Institute and served on the Board of Directors and as Audit Committee Chair 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. 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 serves on the Governing Council of the Miller Center at the University of Virginia, as a trustee of the Episcopal Health Foundation, an investment committee member of the Episcopal Diocese of Texas and on the Executive Committee of Episcopal High School. Mr. Sherman previously practiced corporate law at Akin Gump Strauss Hauer & Feld LLP 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 & Chief Operating Officer 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 was lead independent director at Apollo Senior Floating Rate Fund from 2011 to 2024 and Apollo Tactical Income Fund from 2013 to 2024. 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 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.

  11. Remaining Directors

    Benaree Pratt Wiley has served as a Director of CBIZ since May 2008, when she was elected as an independent director. Mrs. 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. Mrs. 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. Mrs. Wiley has served as a director on the board 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, Black Economic Alliance and Spaulding Hospital. Mrs. Wiley has earned the CERT Certificate in Cybersecurity Oversight through the NACD Cyber-Risk Oversight Program. Mrs. 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. Mrs. Wiley has served as both a member and chair of audit and nominating committees of the boards on which she has served. Mrs. Wiley has been a leader in the development and advancement of professionals of color in the workplace. 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 (former OTCBB: LECT), 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.

  12. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE The NYSE Listed Company Manual provides that companies listed on the NYSE must have a majority of independent directors. A director is considered independent under NYSE rules if the Board of Directors affirmatively determines that the director does not have any direct or indirect material relationship with CBIZ and if such director satisfies such other criteria as specified by the provisions of the NYSE Listed Company Manual. The Nominating and Governance Committee and the Board of Directors have affirmatively determined that each of the following Board members has no material relationship with CBIZ and is an independent director: Rick L. Burdick, Michael H. DeGroote, Gina D. France, Richard T. Marabito, Kathy Raffa, A. Haag Sherman, Todd J. Slotkin, Benaree Pratt Wiley and Rodney A. Young. The Nominating and Governance Committee and the Board of Directors also affirmatively determined that each of the Audit, Compensation, and Human Capital and Nominating and Governance Committee’s members meets the independence requirements set out in the NYSE Listed Company Manual and under applicable SEC rules. Mr. Grisko is not considered an independent director because of his employment as our Chief Executive Officer and President. In connection with these independence determinations, the Nominating and Governance Committee and the Board of Directors considered all the relationships between each director and CBIZ, including the following relationship:

  13. DIRECTOR INDEPENDENCE

    | • | Mr. DeGroote is also an officer or director of various privately held companies that obtain several types of insurance coverage through a CBIZ subsidiary. The commissions paid to CBIZ for the years ended December 31, 2024, 2023 and 2022 were approximately $0.1 million, $0.15 million, and $0.1 million, respectively. The Nominating and Governance Committee and the Board determined that Mr. DeGroote was an independent director since the amounts of these commissions were not collectively significant under the NYSE rules governing director independence. |

  14. Setting Executive Compensation

    Setting Executive Compensation 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. The Compensation Committee received research from Meridian that indicated that the prevalent performance measures used as targets in the compensation incentive plans of peer group companies included profit measures, revenue targets, total shareholder return (“TSR”) measurements, and other return metrics. The Committee also monitored developments in compensation philosophy and statements of principles issued by investment consultants 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 Governance Firm as benchmarks to evaluate the compensation packages of members of the SMG and to confirm the validity of the data provided by Meridian. Meridian again evaluated and recommended updates to the Company’s executive compensation program and provided refreshed benchmarking data following the 2024 proxy season to provide the Committee with a more current basis for comparing median compensation levels for the SMG. In February 2024, the Compensation Committee conducted a review of the Company’s peer group with the assistance of Meridian. Changes to this peer group were last made in October 2021 due to peers having been acquired, having sold relevant business units, or having disproportionately high or low revenue compared to the Company. Meridian analyzed target compensation components and levels for the SMG, including the Named Executive Officers. Meridian delivered a report (the “Meridian Report”) to the Compensation Committee that compared each element of total compensation for the SMG primarily against two groups. The first group was a custom peer group of 24 publicly traded professional services, insurance, information technology, and other companies reflecting some aspect of CBIZ’s product and service offerings (collectively, the “Company Peer Group”). The Company Peer Group consists of the following companies:

  15. Setting Executive Compensation

    The second group was a set of service-based companies with a median revenue approximating CBIZ that Meridian selected from the confidential Equilar Top 25 ECS Survey Database and which were 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 company, Meridian’s methods and use of the data sets were helpful to the Committee because they created a broad basis on which to establish the market value compensation targets for all members of the SMG, including the Named Executive Officers. Following the acquisition of Marcum, the Company Peer Group and Survey Peer Group will change as a result of CBIZ’s increased scale. See “2025 Compensation Adjustments” below for more information. The Committee targets 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 Committee may set target total compensation for an SMG member, including a Named Executive Officer, at levels outside of this range due to a variety of factors including:

  16. Setting Executive Compensation

    | • | the true scope of the job responsibilities of the executive, relative to the external market job benchmark; |

  17. 2024 Executive Compensation Components

    | • | performance-based short-term incentive compensation; |

  18. 2024 Executive Compensation Components

    | • | long-term equity incentive compensation; |

  19. 2024 Executive Compensation Components

    The Committee believes that these compensation components provided effective incentives for our senior management team to drive successful results related to the Company’s principal 2024 performance measures. Base Salary The Company provides the Named Executive Officers and other employees 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 at or near median levels, with salaries changing if called for by the Company’s ancillary compensation data. During its review of base salaries for each member of the SMG, including Named Executive Officers, the Committee primarily considers:

  20. 2024 Executive Compensation Components

    | • | market data and analysis provided by its compensation consultants; |

  21. 2024 Executive Compensation Components

    | • | enhance the link between the creation of shareholder value and long-term executive incentive compensation; |

  22. 2024 Executive Compensation Components

    Target LTI Grant Values In February 2024, the Compensation Committee approved each Named Executive Officer’s 2024 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 2024 Grants of Plan-Based Awards table shows each NEO’s 2024 target LTI grant value and the number of shares underlying the NEO’s 2024 RSU and PSU grants. Fiscal year 2024 was the sixth 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. 2024 Restricted Stock Units RSUs provide retention value because they vest in one-third increments in each of the three years following the grant date. 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. 2024 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 2024 PSU awards each of which is described below:

  23. 2024 Executive Compensation Components

    | Award | Weight | Performance Period | Performance Metric | | PSU — Adjusted EPS | 70% | three-year period ending 12/31/2027 | Adjusted Earnings Per Share (EPS) | | PSU — TGIR | 30% | three-year period ending 12/31/2027 | Total Growth in Revenue (TGIR) |

  24. 2024 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, both non-GAAP measures. Adjusted EPS and TGIR excludes significant non-operating related gains and losses that management does not consider on-going in nature. 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 2024 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 the sale of assets, tax and accounting rule changes, or other extraordinary unplanned items. Vesting of 2022 Performance Share Units In 2022, 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 2022 PSU grants were weighted 70% based on achievement of an Adjusted EPS target for the three-year period ending December 31, 2024, 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 ultimately vest varies based on actual results compared to the Adjusted EPS target and TGIR target. Results between points are to be interpolated to calculate payouts. The Adjusted EPS target, TGIR target and applicable multipliers that were set in 2022 for the three-year period ended December 31, 2024, are as follows:

  25. 2024 Executive Compensation Components

    | Name | 2022 PSU Target Awards (#PSUs) | Final PSU Payouts (#PSUs) | | Jerome P. Grisko, Jr. | 28,372 | 36,884 | | Ware Grove | 12,269 | 15,951 | | Chris Spurio | 12,430 | 16,160 | | Michael Kouzelos | 11,244 | 14,618 |

  26. 2024 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. 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 $250,000 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. Gains and losses are strictly related to the investment returns of the mutual fund choices within the plan. 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. 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 2024. Certain of the Named Executive Officers, as set out in the Summary Compensation Table and the Fiscal Year 2024 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 Fiscal Year 2024 All Other Compensation table on page 38. 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. The value of each perquisite is calculated based upon aggregate incremental costs incurred by the Company in securing these benefits. 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 required under 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 SERP or other more costly forms of pension benefits. 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 49. Consideration of 2024 Say-on-Pay Vote, Institutional Investor Opinion, and Institutional Advisory Firm Comments In order to remain apprised of shareholder perceptions of the compensation paid to the 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. 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 2024 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 2024 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 2024 the CEO, CFO and the Head of our Investor Relations Program met with individuals and institutions holding approximately 42% of the Company’s outstanding stock. The Compensation Committee was provided with and considered the substance of these investor discussions in arriving at fiscal 2024 compensation of the Named Executive Officers. The Committee noted that the Company’s 2024 say-on-pay proposal received support from ISS, a leading independence governance analysis and proxy voting advisor to institutional investors. In 2024, 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 confirm the Compensation Committee’s conclusion that the CEO’s compensation is appropriate. Comparison of Compensation to Targets

  27. 2024 Executive Compensation Components

    In 2024, 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 2024, 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 2024 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 2024 was $5,046,000, which was at and below the median range when compared with the Meridian Report’s median total compensation targets of $5,046,000 for the Company Peer Group and $5,981,000 for the Survey Peer Group, respectively. His total compensation in 2024, including the grant date fair value of long-term equity grants, was $5,367,621, 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. Mr. Grove’s total compensation of $2,258,876, including the grant date fair value of equity grants, was aligned with the Meridian Report’s 75th percentile total compensation target of $2,392,000 for the Company Peer Group and the Meridian Report’s median 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. Mr. Spurio’s total compensation of $2,633,952, including the grant date fair value of equity grants, was also approximately aligned with the Meridian Report’s median total compensation target 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 Mr. Spurio 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 Mr. Spurio was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee. Mr. Kouzelos’s total compensation was $2,001,671 in 2024. The Meridian Report reflected median 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 Mr. Kouzelos was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee. 2025 Compensation Adjustments In early 2025, the Committee made certain adjustments to Named Executive Officer compensation. Base salaries for Named Executive Officers were increased by approximately 5 to 13% and target LTI grant values were increased by approximately 25 to 75%. Target EIP awards as a percentage of base salary were unchanged. The foregoing does not include Mr. Grove due to his previously announced retirement. 2025 LTI grants were split equally between time-based RSUs and PSUs in a manner consistent with prior years and were otherwise on generally similar terms as described above, except that the maximum payout under PSU awards was adjusted from 200% to 300% of target for the three-year performance period ending in 2028. This adjustment was made with consideration of, and to provide additional incentive with respect to, the significant integration effort with respect to the Marcum acquisition that will be required during the performance period. If this effort is successful and the anticipated benefits of the acquisition can be delivered such that maximum performance levels of the awards are achieved, the Committee believes all shareholders will benefit and executives should be appropriately rewarded.

  28. 2024 Executive Compensation Components

    These compensation adjustments were based primarily on the Committee’s consideration of market data provided by Meridian reflecting the Company’s increased scale following the completion of its acquisition of Marcum. As a result of this increased scale, the Company Peer Group and Survey Peer Group used for 2025 compensation decisions differed meaningfully from those described above. The Committee’s long-standing compensation philosophy is to target total compensation for Named Executive Officers at or near the market median for similarly situated executives at comparable peer and survey groups. Following the completion of the acquisition, the Committee determined that total compensation for its executives would be meaningfully below market median without adjustment. The compensation adjustments were intended to bring total executive compensation closer to median levels, although the Company believes that executive compensation levels overall remain below the median. The Committee expects to further evaluate compensation levels over time consistent with its long-standing compensation philosophy.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  30. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other(4) Compensation ($) | Total ($) | | Jerome P. Grisko, Jr. PEO, CEO & President | 2024 | 950,000 | 3,066,177 | 1,111,500 | 239,944 | 5,367,621 | | | 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 | | Ware Grove PFO, SVP & CFO | 2024 | 550,201 | 1,031,485 | 643,200 | 33,990 | 2,258,876 | | | 2023 | 520,246 | 967,419 | 483,893 | 32,658 | 2,004,216 | | | 2022 | 501,044 | 935,388 | 619,655 | 31,888 | 2,087,975 | | Chris Spurio President, Financial Services | 2024 | 762,125 | 1,238,020 | 620,000 | 13,807 | 2,633,952 | | | 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 | | Michael Kouzelos President, B&I Services | 2024 | 553,571 | 986,293 | 448,000 | 13,807 | 2,001,671 | | | 2023 | 506,123 | 886,494 | 469,997 | 12,475 | 1,875,089 | | | 2022 | 486,658 | 857,242 | 526,630 | 11,354 | 1,881,884 |

  31. 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). |

  32. 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 2024 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 incorporated herein by reference to the Company’s consolidated financial statements, set forth in the Form 10-K for the fiscal year ended December 31, 2024, as filed on February 28, 2025. The grant date fair value of the PSUs was determined based on the probable outcome of the applicable performance conditions. If the grant date value of the PSUs were determined based on the highest level of achievement of the applicable performance conditions, the grant fair value of the stock awards disclosed above would be $4,599,264 for Mr. Grisko; $1,547,226 for Mr. Grove; $1,857,030 for Mr. Spurio; and $1,479,438 for Mr. Kouzelos. |

  33. SUMMARY COMPENSATION TABLE

    | (3) This column reflects amounts paid to each Named Executive Officer in February 2025, 2024 and 2023 for amounts earned pursuant to the EIP for 2024, 2023 and 2022, 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 2021 OIP. See “Compensation Discussion and Analysis–CBIZ Annual Executive Incentive Plan” beginning on page 26. |

  34. SUMMARY COMPENSATION TABLE

    | (4) See Fiscal Year 2024 All Other Compensation table, below. |

  35. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 2024 annual total compensation of $5,367,621 as reflected in the Summary Compensation Table included in this proxy statement. We estimate that the annual total compensation for our median employee was $89,072 for 2024. We determined our median employee by using 2024 W-2 wages for all CBIZ employees other than our CEO. We selected December 31, 2024, 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 2024 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 2024 total annual compensation was approximately 60.3 times that of the annual total compensation for our median employee.

  36. 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 2024, 2023, 2022, 2021 and 2020.

  37. 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) ($) | | | | 2024 | 5,367,621 | 9,878,939 | 2,298,166 | 3,974,885 | 303.52 | 192.65 | 41.04 | 0.78 | | 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 | 4,101,129 | 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 | 2,915,887 | 1,605,899 | 1,220,149 | 98.70 | 117.75 | 78.30 | 1.44 |

  38. 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 2024, 2023, 2022, 2021 and 2020. Mr. Grisko served as CEO for each of the years presented. |

  39. 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 include adjustments to Summary Compensation Table values, as set forth below. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO during the applicable year. |

  40. PAY VS. PERFORMANCE COMPARISON

    | (3) For 2024, 2023, 2022, 2021, 2020 reflects compensation information for our NEOs, other than our CEO, as described in the CD&A and portions of this proxy statement. Messrs. Spurio, Kouzelos and Grove served as non-CEO NEOs for each of the years presented. |

  41. 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 include the adjustments to Summary Compensation Table values, as set forth below. The dollar amounts do not reflect the actual amounts of compensation paid to our NEOs other than our CEO during the applicable year. |

  42. 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. The peer group disclosed in the 2025 proxy statement is the same as the peer group disclosed in the 2024 proxy statement. |

  43. PAY VS. PERFORMANCE COMPARISON

    To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table (“SCT”):

  44. PAY VS. PERFORMANCE COMPARISON

    | Compensation Actually Paid to the PEO Table | 2024 | 2023 | 2022 | | 2021 | 2020 | | | Total Compensation for CEO as reported SCT for the covered year | $5,367,621 | $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 | | 0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $3,066,177 | $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 | | 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 | $4,367,202 | $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 | | 0 | | Add dividends paid on unvested shares/share units and stock options | $0 | $0 | | 0 | $0 | | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $2,823,040 | $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 of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $387,252 | $196,112 | -$ | 116,844 | $992,623 | -$ | 859,140 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | $0 | | 0 | $0 | | 0 | | Compensation Actually Paid to CEO | $9,878,939 | $9,147,241 | | 9,764,850 | $9,612,920 | | 2,915,887 |

  45. PAY VS. PERFORMANCE COMPARISON

    To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year, as reported in the SCT for that year:

  46. PAY VS. PERFORMANCE COMPARISON

    | Compensation Actually Paid to the Non-PEO NEOs Table | 2024 | 2023 | 2023 | | 2021 | 2020 | | | Total Compensation for Other NEOs as reported SCT for the covered year | $2,298,166 | $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 | | 0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $1,085,266 | $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 | | 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 | $1,545,761 | $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 | | 0 | | Add dividends paid on unvested shares/share units and stock options | $0 | $0 | | 0 | $0 | | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $1,054,278 | $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 of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $161,945 | $82,812 | -$ | 47,979 | $444,464 | -$ | 378,248 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | $0 | | 0 | $0 | | 0 | | Compensation Actually Paid to Other NEOs | $3,974,885 | $3,692,761 | | 4,101,129 | $4,100,152 | | 1,220,149 |

  47. PAY VS. PERFORMANCE COMPARISON

    Pay for Performance Alignment The following table identifies the five most important financial performance measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our CEO and other NEOs in 2024, calculated in accordance with SEC regulations, to company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.

  48. PAY VS. PERFORMANCE COMPARISON

    | Financial Performance Measures | | | | | | Pre-Tax Earnings | Organic Growth in Revenue | Earnings Per Share | Adjusted Earnings Per Share | Total Growth in Revenue |

  49. PAY VS. PERFORMANCE COMPARISON

    Comparative Relationship Disclosure The charts below reflect how the CAP over the five-year period ended December 31, 2024, generally aligns well over the overall period to trends in the Company’s TSR, net income and basic EPS results. The first chart demonstrates that the Company’s TSR was favorably aligned with the Company’s CAP to the CEO and the remaining NEOs over each of 2020, 2021, 2022, 2023 and 2024. The Company experienced strong growth in its stock price over the cumulative period. The remaining two charts indicate that while CEO and NEO CAP were correctly aligned with net income and basic EPS results in 2022 and 2024, the CAP data was lower than expected given the strong Company performance in 2023. Peer Group TSR was more volatile over such three-year period and did not show the steady increase that is reflected in the results of the Company TSR. As such, Peer Group TSR would suggest that the CEO and NEO CAP should have increased rather than decreased during 2024. Company TSR proved to be a much more valid comparison for the CAP figures throughout the three-year period. Given the extraordinary results in Company TSR in 2023, the CAP figures are low by comparison. Employment or Other Agreements On September 1, 2016, the Compensation and Human Capital Committee of the Board entered into a new employment agreement with Mr. Grisko. The terms of this agreement require the following: (1) base salary of not less than $642,000; (2) eligibility to receive annual bonuses upon the achievement of pre-established performance goals which are set by the Compensation and Human Capital Committee after consultation with Mr. Grisko; (3) eligibility for annual equity compensation grants valued at no less than 80% of the grant date fair value of the grants awarded to the CEO on May 10, 2016; (4) reimbursement or payment of premiums sufficient to fund an ongoing death benefit life insurance policy; (5) payment of club membership fees and dues to a private club of his choosing, and a Company-provided automobile of his choosing for business use; (6) payment of tax gross-up fees related to the life insurance policy and club membership fees; (7) inclusion of “double-trigger” provisions for compensation to be paid in various events of termination, including but not limited to (a) in the event of a termination by the Company without Cause or the CEO with Good Reason (as defined in the CEO’s employment agreement) within 24 months following a change in control, compensation in the amount of three times the sum of the CEO’s then current Base Salary plus Average Bonus, and (b) in the event of a termination by the Company without Cause or by the CEO with Good Reason not related to a change in control, compensation in the amount of two times the sum of the CEO’s then current Base Salary plus Average Bonus; (8) acceleration of the vesting of equity grants in the event the CEO is terminated by the Company without Cause or by the CEO for Good Reason with stock options remaining exercisable until the original expiration date; (9) continued participation for two years in CBIZ health and welfare benefit plans following termination; (10) receipt at termination other than for cause of title to any company vehicle then in use by the CEO; (11) restrictions on payments to the CEO related to compliance with Section 409A of the Internal Revenue Code; and (12) imposition of non-disclosure, non-interference, and non-disparagement restrictive covenants on the CEO, and a requirement to execute a release of claims to receive severance benefits. The employment agreement executed December 12, 2000, and amended November 22, 2010, with CFO Mr. Grove, provides for payment of a base salary, continuing discretionary bonuses, an automobile allowance, and participation in CBIZ welfare, pension, and incentive benefit plans. In addition, the contract provides for the payment of severance upon termination by the Company without cause at any time, or upon voluntary termination by the CFO for Good Cause (as defined in the CFO’s employment agreement) following a change in control of the Company. Severance would include (1) a cash payment equal to two times the sum of his current year base salary plus the average of his bonus payments for the prior three years, payable over a twenty-four month period, (2) continued participation for two years in CBIZ health and welfare benefit plans, and (3) immediate vesting of unvested equity awards, and ability to exercise stock options until the original expiration date. The contract also contains provisions designed to address certain issues related to Section 409A of the Internal Revenue Code. The contract contains restrictive covenants that obligate Mr. Grove to (1) maintain CBIZ’s confidential information, (2) return Company information or other personal and intellectual property, (3) abide by a one-year non-compete, and one-year employee, customer, and supplier non-solicitation and non-interference term, and (4) avoid disparagement of the Company. Mr. Grove’s employment agreement was further amended on March 30, 2019, to replace modified “single-trigger” terms with “double-trigger” provisions for compensation to be paid in various events of termination. Both the President, Financial Services and the President, Benefits & Insurance Services are entitled to participate in the compensation programs available to the SMG and are subject to the restrictive covenants of their confidentiality and non-solicitation agreements. Under the CBIZ Executive Severance Policy, Mr. Spurio and Mr. Kouzelos are entitled to severance in the amount of one times the sum of their then current year base salary plus the average of their EIP and bonus payments for the prior three years if they are terminated by the Company at any time other than for cause or if they terminate employment for good reason following a change in control.

  50. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS

  51. 2024 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. | 2024-02-08 | 427,500 | 1,111,500 | 1,966,500 | — | — | — | — | — | | | 2024-02-08 | — | — | — | 11,602 | 23,204 | 46,408 | — | 1,533,088 | | | 2024-02-08 | — | — | — | — | — | — | 23,204 | 1,533,088 | | Ware Grove | 2024-02-08 | 177,280 | 443,200 | 797,760 | — | — | — | — | — | | | 2024-02-08 | — | — | — | 3,903 | 7,806 | 15,612 | — | 515,742 | | | 2024-02-08 | — | — | — | — | — | — | 7,806 | 515,742 | | Chris Spurio | 2024-02-08 | 248,000 | 620,000 | 1,116,000 | — | — | — | — | — | | | 2024-02-08 | — | — | — | 4,684 | 9,369 | 18,738 | — | 619,010 | | | 2024-02-08 | — | — | — | — | — | — | 9,369 | 619,010 | | Michael Kouzelos | 2024-02-08 | 179,200 | 448,000 | 806,400 | — | — | — | — | — | | | 2024-02-08 | — | — | — | 3,732 | 7,464 | 14,928 | — | 493,147 | | | 2024-02-08 | — | — | — | — | — | — | 7,464 | 493,147 |

  52. 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents range of potential payouts under the 2024 EIP. All awards under the 2024 EIP are at risk; therefore, potential award is $0.00 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. For additional information about the 2024 EIP, see “Compensation Discussion and Analysis-CBIZ Annual Executive Incentive Plan” beginning on page 26. |

  53. 2024 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents number of PSUs at minimum, target, and maximum award levels. PSUs vest based on the achievement of adjusted EPS (70%) and TGIR (30%) measures during a three-year performance period. For more information on the 2024 PSUs, see “Compensation Discussion and Analysis—2024 Performance Share Units” beginning on page 29. |

  54. 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) Represents number of RSUs. The RSUs vest in one-third increments in each of the three years following the grant date, subject to the NEO’s continued employment through the vesting date, except as described in “Employment or Other Agreements” on page 43 and “Potential Payments upon Termination or Change in Control” on page 49. |

  55. 2024 GRANTS OF PLAN-BASED AWARDS

    | (4) Represents value of RSUs and PSUs on grant date as computed in accordance with FASB ASC Topic 718. The grant date value of the PSUs is based on the probable outcome of the applicable performance conditions. |

  56. 2024 GRANTS OF PLAN-BASED AWARDS

    At the 2019 Annual Meeting, the 2019 OIP was approved by the shareholders. The 2019 OIP and its predecessor SIPs 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. Equity awards for continuing employees are typically granted at the beginning of the Company’s fiscal year, usually in February. 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. The Company has not recently granted awards of stock options, stock appreciation rights, or similar option-like instruments, including no such instruments in 2024. Accordingly, the Company has no specific policy or practice on the timing of awards of such equity instruments in relation to the disclosure of material nonpublic information by the Company.

  57. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  58. OUTSTANDING EQUITY AWARDS AT 2024 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 ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jerome P. Grisko, Jr. | 23,204(2) | 1,898,783 | 46,408(5) | 3,797,567 | | | 18,907(3) | 1,547,160 | 56,722(6) | 4,641,561 | | | 9,457(4) | 773,866 | 36,884(7) | 3,018,218 | | Ware Grove | 7,806(2) | 638,765 | 15,612(5) | 1,277,530 | | | 6,662(3) | 545,151 | 19,988(6) | 1,635,618 | | | 4,090(4) | 334,685 | 15,950(7) | 1,305,189 | | Chris Spurio | 9,369(2) | 766,665 | 18,738(5) | 1,533,331 | | | 7,449(3) | 609,552 | 22,348(6) | 1,828,737 | | | 4,143(4) | 339,022 | 16,159(7) | 1,322,291 | | Michael Kouzelos | 7,464(2) | 610,779 | 14,928(5) | 1,221,558 | | | 6,105(3) | 499,572 | 18,316(6) | 1,498,798 | | | 3,748(4) | 306,699 | 14,617(7) | 1,196,109 |

  59. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) 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 31, 2024, as quoted on the NYSE ($81.83), the last business day of 2024. |

  60. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (2) RSUs, granted February 9, 2024. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |

  61. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (3) RSUs granted February 8, 2023. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |

  62. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (4) RSUs granted February 11, 2022. RSU vesting is time-based in one-third increments on each of the three anniversaries following the grant date. |

  63. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (5) PSUs granted February 9, 2024 (Performance Period Not Complete). PSUs vest at the end of three years if the Company achieves the pre-established goals for that period. The 2024 PSUs were weighted 70% based on achievement of an adjusted, non-GAAP EPS target for the three-year period ending December 31, 2026, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. The number of PSUs shown in the table is based on the achievement of maximum performance. |

  64. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (6) PSUs granted February 8, 2023 (Performance Period Not Complete). 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 three-year period ending December 31, 2025, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. The number of PSUs shown in the table is based on the achievement of maximum performance. |

  65. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (7) PSUs granted February 11, 2022 (Performance Period Completed). 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 three-year period ending December 31, 2024, and 30% based on achievement of an adjusted, non-GAAP TGIR target for that same period. The number of PSUs shown in the table is based on actual performance achievement. |

  66. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  67. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Jerome P. Grisko, Jr. | — | — | 113,833 | 7,512,060 | | Ware Grove | — | — | 48,469 | 3,199,215 | | Chris Spurio | — | — | 49,453 | 3,263,858 | | Michael Kouzelos | — | — | 44,417 | 2,931,761 |

  68. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (1) This amount represents the gross number of RSUs and PSUs that were vested in 2024. |

  69. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (2) This amount represents the aggregate number of shares or units vested, multiplied by the closing price of the Company’s shares on the vesting date of such RSUs and PSUs, as applicable, prior to payment of taxes, commissions, transaction fees, and handling fees. |

  70. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    2024 NON-QUALIFIED DEFERRED COMPENSATION

  71. 2024 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. | — | — | 745,875 | — | 6,830,635 | | Ware Grove | 2,618 | — | 1,019,126 | 121,400 | 6,916,590 | | Chris Spurio | — | — | — | — | — | | Michael Kouzelos | — | — | 65,367 | — | — |

  72. 2024 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. |

  73. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) 100% of the executive contributions were amounts already otherwise reported in the Summary Compensation Table for 2024 and prior years. Earnings on the executive contributions were at market rates and, therefore, were not subject to disclosure in the Summary Compensation Table. 0% of these funds are derived from registrant contributions. |

  74. 2024 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 2024 at-market rates of return of the investment choices available to participants ranged from 1.03% to 35.97%, 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.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table on page 50 reflects 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 in the circumstances specified. The tables include the amount of compensation payable to each Named Executive Officer upon (i) voluntary termination and retirement as defined in the 2019 OIP, (ii) involuntary termination without cause or, in the case of our CEO only, for good reason prior to a change in control (or more than 24 months thereafter in the case of our CEO), (iii) involuntary termination without cause or for good reason following a change in control (and within 24 months thereafter in the case of our CEO), and (iv) in the event of disability. 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, 2024, and are estimates of the amounts that would be paid to the executives upon their termination in the specified circumstances. 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. Moreover, the amounts that would actually be paid can only be determined at the time of such executive’s actual separation from the Company and may differ from the amounts disclosed in the table.

  76. Payments Made Upon Termination or Retirement

    | • | vested amounts under the CBIZ Employee Retirement Savings Plan, the Non-qualified Deferred Compensation Plan, and any other employee benefit plan in which the Named Executive Officer participates, in accordance with the terms and conditions thereof. |

  77. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For fiscal 2024, Non-Employee Director Compensation consisted of:

  78. DIRECTOR COMPENSATION

    | • | a $75,000 annual retainer paid either in cash or into the CBIZ Non-Employee Director Deferred Compensation Plan; |

  79. 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 Chair of the Board fee of $100,000 paid to the Non-Executive Chair of the Board; |

  80. DIRECTOR COMPENSATION

    | • | no meeting attendance fees; and |

  81. 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 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. |

  82. DIRECTOR COMPENSATION

    Our Non-Employee Directors are permitted to participate in the CBIZ Non-Employee Director Deferred Compensation Plan. Directors may direct that their retainer 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 2024, the rates of return for these investment choices ranged from 1.03% to 35.97%, 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.

  83. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  84. 2024 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 | 195,000(4) | 150,073 | — | — | 2,704 | 347,777 | | Michael H. DeGroote | 75,000(5) | 150,073 | — | — | 2,704 | 227,777 | | Gina France | 75,000(6) | 150,073 | — | — | 2,704 | 227,777 | | Richard T. Marabito | 100,000(7) | 150,073 | — | — | 2,704 | 252,777 | | A. Haag Sherman | 75,000(8) | 150,073 | — | — | 2,704 | 227,777 | | Todd J. Slotkin | 75,000(9) | 150,073 | — | — | 2,704 | 227,777 | | Benaree Pratt Wiley | 85,000(10) | 150,073 | — | — | 2,704 | 237,777 | | Rodney Young | 75,000(11) | 150,073 | — | — | 2,704 | 227,777 |

  85. 2024 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 2024 Director Compensation Table and appears in the Summary Compensation Table at page 37. |

  86. 2024 DIRECTOR COMPENSATION TABLE

    | (1) Amount represents grant date fair value of 1,949 shares of restricted stock awarded to each non-employee director in 2024 as computed in accordance with FASB ASC Topic 718. This does not reflect taxable income to the individual until restrictions lapse. |

  87. 2024 DIRECTOR COMPENSATION TABLE

    | (2) No preferential payments are made by the Company to the participants of the Directors Deferred Compensation Plan. |

  88. 2024 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. |

  89. 2024 DIRECTOR COMPENSATION TABLE

    | (4) Contributions consist of annual retainer fee, Chair fees, committee chair fee, and fees for attending meetings of the Board, Nominating and Governance Committee, and the Compensation and Human Capital Committee deposited into the director’s deferred compensation plan account. On December 31, 2024, the aggregate number of unvested restricted stock awards held by Mr. Burdick was 3,460 shares. |

  90. 2024 DIRECTOR COMPENSATION TABLE

    | (5) Annual retainer fee and fees for attending meetings of the Board and the Nominating and Governance Committee. On December 31, 2024, the aggregate number of unvested restricted stock awards held by Mr. DeGroote was 3,460 shares. |

  91. 2024 DIRECTOR COMPENSATION TABLE

    | (6) Annual retainer fee and fees for attending meetings of the Board, the Audit Committee, and the Nominating & Governance Committee. On December 31, 2024, the aggregate number of unvested restricted stock awards held by Ms. France was 3,460 shares. |

  92. 2024 DIRECTOR COMPENSATION TABLE

    | (7) Annual retainer fee, committee chair fees, and fees for attending meetings of the Audit Committee and of the Board. On December 31, 2024, 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 3,460 shares. |

  93. 2024 DIRECTOR COMPENSATION TABLE

    | (8) Annual retainer fee and fees for attending meetings of the Audit Committee and of the Board. On December 31, 2024, 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 3,460 shares. |

  94. 2024 DIRECTOR COMPENSATION TABLE

    | (9) Annual retainer fee and fees for attending meetings of the Audit Committee, the Compensation and Human Capital Committee, and of the Board. On December 31, 2024, the aggregate number of unvested restricted stock awards held by Mr. Slotkin was 3,460 shares. |

  95. 2024 DIRECTOR COMPENSATION TABLE

    | (10) Annual retainer fee, committee chair fee, and fees for attending meetings of the Compensation and Human Capital Committee and, the Nominating & Governance Committee, which Mrs. Wiley elected to contribute to her deferred compensation plan account. On December 31, 2024, the aggregate number of unvested restricted stock awards held by Mrs. Wiley was 3,460 shares. |

  96. 2024 DIRECTOR COMPENSATION TABLE

    | (11) Contributions consist of annual retainer fee and fees for attending meetings of the Compensation and Human Capital Committee, and the Board. On December 31, 2024, the aggregate number of vested option awards held by Mr. Young was 50,000 option shares and the aggregate number of unvested restricted stock awards held by Mr. Young was 1,949 shares. |