CBIZ Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CBZ
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 12, 2025, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of CBIZ, Inc. (the “Company”) approved compensation adjustments for the Company’s named executive officers.
These compensation adjustments were based primarily on the Committee’s consideration of market data provided by the Committee’s independent compensation consultant reflecting the Company’s increased scale following the completion of its acquisition of Marcum LLP in the fourth quarter of 2024. The Committee’s long-standing compensation philosophy is to target total compensation for executives at or near the market median for similarly situated executives at comparable peer and survey groups. Following the completion of the acquisition, based on a review of market data for comparable companies, the Committee determined that total compensation for its executives would be meaningfully below market median without adjustment. The compensation adjustments described below are 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.
| Executive Officer | 2025 Base Salary | 2025 EIP Target (% of Base Salary) | 2025 LTI Grant Value | ||||||||
| Jerome P. Grisko, Jr. | $1,000,000 | 117% | $5,199,100 | ||||||||
| Chris Spurio | $875,000 | 80% | $1,800,000 | ||||||||
| Michael P. Kouzelos | $600,000 | 80% | $1,220,000 | ||||||||
As a percentage of base salary, target cash awards under the Company’s annual executive incentive plan were not changed. Long-term equity incentive grants were split equally between time-based restricted stock units (“RSUs”) and performance share units (“PSUs”) in a manner consistent with prior years and were otherwise on generally similar terms, except that the maximum payout under PSU awards was adjusted from 200% to 300% of target. 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.
The compensation of the Company’s incoming Chief Financial Officer, Brad S. Lakhia, was previously disclosed in the Form 8-K filed by the Company on December 3, 2024.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit No. | Description | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 19, 2025
CBIZ, Inc.
| By: | /s/ Jaileah X. Huddleston | |||||||
| Name: | Jaileah X. Huddleston | |||||||
| Title: | Senior Vice President, Chief Legal Officer, and Corporate Secretary | |||||||