CBIZ, Inc. CBZ

47% shingled-prose overlap between the two filings.

2025: 54,844 chars · 2026: 55,635 chars

• Committee Report:81% overlap (2,387 → 2,431 chars)
• Pay Ratio (Item 402(u)):47% overlap (1,121 → 1,122 chars)
• Say-on-Pay proposal:83% overlap (4,223 → 4,223 chars)

• changedAt CBIZ, the Senior Leadership Team (“SLT”) ManagementGroup(“SMG”)consists of the Company’s executive officers and certain Senior Vice Presidents.
• changedThe Committee’s goal is to ensure that the total compensation paid to the SLT SMGis fair and reasonable.
• changedGrisko, Jr. (“CEO”), Brad Lakhia WareGrove(“CFO”), Chris Spurio (“Former President, Financial Services”), Michael Kouzelos (“President, Benefits & Insurance Services”), and Ware Grove (“Former CFO”) ChrisSpurio(“President,FinancialServices”)are referred to as the “Named Executive Officers” or “NEOs,” all of whom are current members of the SLT, with the exception of Mr. Grove and Mr. Spurio, who left their roles in March 2025 and January 2026, respectively. SMG.
• changedThe Board has determined that no other officer of the Company has been given, or has exercised, any similar policy making authority in 2025. 2024.
• changedTherefore, only the NEOs designated above have served as Executive Officers of the Company in 2025 2024as such term thatroleis defined by Rule 3b-7 of the Exchange Act.
• changedTo that end, the Committee believes executive compensation packages provided by the Company to the SLT SMGmembers, including the Named Executive Officers, should include both cash and equity compensation that reward performance that meets or exceeds established goals.
• changedUltimately, compensation paid to members of the SLT, SMG,including amounts paid to the NEOs, is determined based on the judgment of the Compensation Committee with input from the Chair of the Board, the CEO and compensation consultants.
• changedThe Compensation Committee makes all compensation decisions for the SLT, SMG,including the NEOs, and reviews recommendations and makes determinations regarding equity awards to any CBIZ employee after considering the recommendation of the CEO.
• changedTo 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 SLT SMGand the Board of Directors.
• changedThe Committee also monitored developments in compensation philosophy and statements of principles issued by proxy advisors investmentconsultantssuch as Glass, Lewis & Co. and Institutional Shareholder Services (“ISS”).
• changedThe Committee regularly reviewed and used compensation analysis reports of this Governance Firm as benchmarks to evaluate the compensation packages of members of the SLT SMGand to confirm the validity of the data provided by Meridian.
• changedMeridian again evaluated and recommended updates to the Company’s executive compensation program and provided refreshed benchmarking data following the 2025 2024proxy season to provide the Committee with a more current basis for comparing median compensation levels for the SLT. SMG.
• newIn November 2025, the Compensation Committee conducted a review of the Company’s peer group with the assistance of Meridian, with Meridian proposing changes to the prior year peer group due to the Company’s increased size following the acquisition of the non-attest business of Marcum.
• changedMeridian analyzed target compensation components and levels for the SLT, SMG,including the Named Executive Officers.
• changedMeridian delivered a report (the “Meridian Report”) to the Compensation Committee that compared each element of total compensation for the SLT SMGprimarily against two groups.
• changedThe first group was a custom peer group of 26 24publicly traded professional services, insurance, information technology, and other companies reflecting some aspect of CBIZ’s product and service offerings (collectively, the “Company Peer Group”).
• newAMN Healthcare Services, Inc. ExlService Holdings, Inc. Parsons Corporation ASGN Incorporated FTI Consulting, Inc. Paychex, Inc. Barrett Business Services, Inc. Heidrick & Struggles International, Inc. Paycom Software, Inc. Brown & Brown, Inc. Huron Consulting Group Inc. Science Applications International Corporation CACI International Inc ICF International, Inc. Crawford & Company Insperity, Inc. TransUnion Cross Country Healthcare, Inc. KBR, Inc. TriNet Group, Inc. Dayforce Inc. Kforce Inc. TrueBlue, Inc. Dun & Bradstreet Holdings, Inc. Korn Ferry Verisk Analytics, Inc.
• changedThe second group was a set of service-based companies withamedianrevenueapproximatingCBIZthat 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”).
• changedBecause 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 SLT, SMG,including the Named Executive Officers.
• changedThe Committee targets compensation for each member of the SLT, 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.
• changedCommittee may set target total compensation for an SLT SMGmember, including a Named Executive Officer, at levels outside of this range due to a variety of factors including:
• changed2025 2024Executive Compensation Components
• changedFor the fiscal year ended December 31, 2025, 2024,the principal components of compensation for Named Executive Officers were:
• changedThe Committee believes that these compensation components provided effective incentives for our senior management team to drive successful results related to the Company’s principal 2025 2024performance measures.
• changedcompare the compensation of the members of the SLT, 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.
• changedDuring its review of base salaries for each member of the SLT, SMG,including Named Executive Officers, the Committee primarily considers:
• changedIn 2025, 2024,the Compensation Committee determined that base salary increases of 5.3%, 12.9%, 5.8%,15.3%,and 7.1% 10.1%were appropriate for Mr. Grisko, Grove,Mr. Spurio Spurio,and Mr. Kouzelos, respectively.
• newMr. Lakhia’s base salary was not increased in 2025, given he commenced the role of CFO in March 2025.
• changedThe Committee determined that the approved increase increasesin salary for each NEO other than Mr. Lakhia was werein line with market practice practicesfor their respective positions.
• changedPerformance-Based Short-Term Incentive Compensation
• changedThe 2019 OIP gives gavethe 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 and other members of the SLT SMGand other key employees throughout the Company.
• changedIn 2025, 2024,the Committee awarded short-term non-equity incentive compensation to the SLT, SMG,including the Named Executive Officers, under the 2019 OIP through the adoption of an annual Executive Incentive Plan (“EIP”).
• changedThe Committee also awarded long-term incentive compensation in the form of restricted share units and performance share units in 2025. 2024.
• changedMembers of the SLT, SMG,including the Named Executive Officers, are granted equity awards based on their performance and in accordance with the Company’s long-term equity incentive program.
• changedMembers of the SLT, SMG,including the Named Executive Officers, received or will receive cash incentive compensation paid in 2026 2025under the 2025 2024EIP based upon Company and individual performance in 2025. 2024.
• changedAs discussed in detail in the section titled “CBIZ Annual Executive Incentive Plan” below, in 2025 2024the EIP cash incentive compensation component consisted of a financially based award (“Financially Based Award”) dependent on the Company’s financial performance results in terms of pre-tax income (“Pre-Tax Income”) (“Pre-Tax”)and the Company’s total organicgrowth in revenue (“TGIR”), (“OGIR”),which are non-GAAP financial measures, and an individual performance award (“IPA”).
• changedThese measures are subject to adjustment to reflect the favorable or unfavorable impact of extraordinary non-recurring or other unbudgeted items that have a significant impact on Pre-Tax Income or TGIR, OGIR,such as material acquisitions and divestitures, gains or losses on sale, or accounting rule changes.
• changedFor purposes of the EIP, TGIR OGIRis a non-GAAP financial measure that represents total growth in revenue (calculated in accordance with GAAP) adjusted for the impact of acquisitions that have not completed a full 12 months with CBIZ.
• changedLikewise, for purposes of the EIP, Pre-Tax Income is a non-GAAP financial measure that represents GAAP income excluding the impact of taxes and any profit or loss associated with acquisitions, including the acquisition of the non-attest business of Marcum, as discussed below.
• changedThe 2025 2024EIP was an annual cash incentive program adopted by the Committee under the authority of the 2019 OIP.
• changedThe 2025 2024EIP provided guidelines for the calculation of non-equity incentive-based compensation, subject to Committee oversight and modification.
• changedAt its regular February meeting each year, the Committee considers whether an annual EIP should be continued and, if so, approves the members of the SLT SMGeligible to participate in the EIP and sets incentive levels based on the participant’s position, management authority over and accountability for operations or corporate processes, and potential to impact revenue or expenses.
• changedThe 2025 2024EIP calculated cash incentive awards based on the Company’s Pre-Tax Income and TGIR OGIRresults under the Financially Based Award component (approximately 80% (70%of total 2025 2024EIP opportunity).
• changedAs in prior years, under the Financially Based Award component of the 2025 2024EIP, Target Award (“TA”) opportunities are established as a percentage of each executive’s base salary, and are subject to a Target Multiplier (“TM”) that increases or reduces award opportunities based on whether the Company exceeds, meets, or fails to meet predetermined targets.
• changedConsistentwiththeprioryear,In 2025, 2024,the predetermined targets consisted of non-GAAP financial measures of a Pre-Tax Income target (“Pre-Tax Income Target”) and a TGIR anOGIRtarget (“TGIR (“OGIRTarget”).
• changedSeventy percent (70%) of an executive’s TA opportunity is dependent on the Company’s performance with respect to the Pre-Tax Income Target and thirty percent (30%) of an executive’s TA opportunity is dependent on the Company’s performance with respect to the TGIR OGIRTarget.
• changedThe TA opportunities for members of the SLT, SMG,including the Named Executive Officers, assuming the Company’s final adjusted Pre-Tax Income results coincide with the Pre-Tax Income Target and the Company’s final adjusted TGIR OGIRresults coincide with the TGIR OGIRTarget, range from 20% 48%to 90% of base salary.
• changedThe TM range for the Pre-Tax Income Target may reduce the awards to 0% or increase the awards to 200% of the Pre-Tax Income Target-related portion of an executive’s bonus opportunity.
• changedThe TM range for the TGIR OGIRTarget may reduce the awards to 0% or increase the awards to 200% of the TGIR OGIRTarget-related portion of an executive’s bonus opportunity.
• changedFor fiscal year 2025, 2024,100% of each Named Executive Officer’s financially-based EIP award was calculated as a function of corporate financial objectives relating to Pre-Tax Income Targets and TGIR OGIRTargets.
• changedThe 2025 2024EIP also contained an additional IPA component, component(30%oftotal2024EIPopportunity),under which each member of the SLT, SMG,including the Named Executive Officers, could have earned an additional award, ranging from 25-30% of the executive’s base TA based on individual performance.
• changedThe range of potential IPA for each individual depended in part upon the position and relative responsibility of each member of the SLT. SMG.
• changedThe Compensation Committee determined that a predetermined percentage of the base TA of the SLT SMGshould be granted to them if they are determined to achieve financial and certain non-financial goals set by the Compensation Committee.
• changedUnder the 2025 2024EIP, the Committee again determined that the CEO’s IPA percentage of base TA should be 30%, and the IPA percentage of base TA for each remaining member of the SLT, SMG,including the other Named Executive Officers, should be 25%.
• changedThe CEO’s recommendations and underlying assessments regarding the performance of members of the SLT SMGother than himself were presented to the Compensation Committee, and the Committee had the opportunity to accept, reject, or modify the recommendations.
• newFor the IPA award actually awarded to each NEO for 2025, see the “Indiv.
• newPerform.
• newAward” column of the EIP award table on page 31.
• newUpon completion of the fiscal year, the Committee reviewed the Pre-Tax and TGIR performance of the Company, determined the TMs applicable to the SLT’s respective TAs, determined the applicable IPA
• changedUponcompletionofthefiscalyear,theCommitteereviewedthePre-TaxandOGIRperformanceoftheCompany,determinedtheTMsapplicabletotheSMG’srespectiveTAs,determinedtheapplicableIPApercentage, calculated the EIP award earned for each member of the participating group, made applicable adjustments if any, and certified the appropriate EIP awards.
• changedFor 2025, 2024,the Committee set the Pre-Tax Income Target at the range of $325.7 $184.8million to $339.7 $192.8million.
• changedFor the covered executives, including the Named Executive Officers, to earn any EIP Target-related bonus for 2025, 2024,the Company was required to post results that were approximately 92.8% of the Pre-Tax Income Target, or approximately $308.7 $175.2million.
• changedIn order to earn the maximum possible EIP bonus, the Company’s results would have had to exceed the Pre-Tax Income Target Pre-Taxrequirementsundertheplanby approximately 7.2%, 6.9%,or approximately $23.8 $201.7million.
• newFor 2025, the Committee set the TGIR Target at the range of $2,893.8 million to $2,950.0 million.
• changedFor the covered executives, including the Named Executive Officers, to earn any TGIR OGIRTarget-related bonus for 2025, 2024,the Company was required to post results that were approximately 97.1% 98.0%of the TGIR OGIRTarget, equivalent to $2,837.6 million. $1,638.9millionora3.0%rateofOGIR.
• newIn order to earn the maximum possible EIP bonus, the Company’s results would have had to exceed $3,007.4 million.
• changedEffective November 1, 2024, CBIZ acquired allofthe non-attest business assetsof Marcum.
• newAt the time the 2025 EIP targets were set, the Committee specifically determined that all closing, integration or other extraordinary expenses relating to the Marcum acquisition should be excluded from Pre-Tax Income results under the 2025 EIP.
• changedAt the time they were set, the Committee believed these Pre-Tax Income Targets and TGIR OGIRTargets were consistent with the EIP’s purpose of encouraging the achievement of positive long-term performance in the Company’s financial results and not penalizing the management team for challenging market conditions faced by each of the Company’s respective divisions.
• changedThe range of potential TMs applicable to 2025 2024Financially Based Awards is set out in the table below.
• newPre-tax IncomeComponent ($M) Multiplier TGIR Component($M) Multiplier At least 308.7 0.5 At least 2,837.6 0.5 312.1 0.6 2,848.9 0.6 315.5 0.7 2,860.1 0.7 318.9 0.8 2,871.3 0.8 322.3 0.9 2,882.6 0.9 325.7 – 339.7 1.0 2,893.8 – 2,950.0 1.0 342.5 1.1 2,959.6 1.1 345.3 1.2 2,969.1 1.2 348.1 1.4 2,978.7 1.4 350.9 1.6 2,988.3 1.6 353.7 1.8 2,997.8 1.8 356.5 and above 2.0 3,007.4 and above 2.0
• changedThe 2025 2024EIP planprovided the Compensation Committee with discretion to adjust 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 Pre-Tax Income or TGIR. OGIR.
• newFor 2025, the Committee made discretionary adjustments to the Pre-Tax Income results to account for integration costs related to the acquisition of the non-attest business of Marcum, amortization, legal settlements, gain on sale of a business, and incremental interest expense.
• changedFor2024,No discretionary adjustments to the TGIR Pre-TaxresultsandnodiscretionaryadjustmentstotheOGIRresults were made proposedby the Committee.
• changedPre-Tax Income results for purposes of the EIP were $323.0 $185.8million, and therefore the Pre-Tax Income TM was set at 0.915. 1.0.
• newTGIR results were $2,758.0 million and therefore the TGIR TM was set at 0.0.
• changedFor each of the Named Executive Officers, the TA, applicable TM, IPA, and EIP Bonuses for 2025 2024performance were as follows:
• changedBasePay(1)($) BasePay(1)BaseTargetAward(% BasePay) BaseTargetAward($) Indiv.Perform.Award($) 70% Based on Pre-Tax Income 30% Based on TGIR TotalEIPBonus($) OGIRTotalEIPBonusName 70% ofBaseTargetAward($) ofBaseTargetAwardTargetMulti-plier Pre-TaxIncomeBasedAward($) Pre-TaxBasedAward30% ofBaseTargetAward($) ofBaseTargetAwardTargetMulti-plier TGIRBasedAward OGIRBasedAwardJerome P.
• newGrisko, Jr. 1,000,000 90 % 900,000 — 630,000 0.915 576,000 270,000 — — 576,000 Brad Lakhia 625,000 64 % 400,000 100,000 280,000 0.915 256,000 120,000 — — 356,000 Chris Spurio 875,000 64 % 560,000 — 392,000 0.915 358,400 168,000 — — 358,400 Michael Kouzelos 600,000 64 % 384,000 24,000 268,800 0.915 245,760 115,200 — — 269,760 Ware Grove(2) 554,000 64 % 354,560 18,457 249,192 0.915 47,248 22,148 — — 65,705
• new(1) Base Pay is the annual base salary for each NEO approved by the Compensation Committee at its February 11, 2025 meeting, including Mr. Grove, who subsequently retired from his positions as the Company’s Senior Vice President and Chief Financial Officer.

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