🧾 What This Document Is

This is a proxy statement (form DEF 14A). Think of it as an invitation and an instruction manual for CBIZ shareholders. It’s sent out ahead of the annual shareholder meeting to explain what will be voted on and why. The meeting is scheduled for May 14, 2026.

👉 In short: This document tells you who is running the company, how they are paid, who checks their work, and asks for your vote on these matters.

🏢 What The Company Does

In simple terms, CBIZ is a giant "business services store." They provide professional services like accounting, tax, insurance, and human resources to other businesses. Instead of every small company hiring its own full-time accountant, HR manager, or insurance broker, they can hire CBIZ.

• Business Model: They grow both by opening new offices and, significantly, by buying other professional services firms.
• Industry: They operate in the fragmented market of middle-market business services, competing with other large accounting and consulting networks.

🗳️ What You're Voting On (The 3 Main Proposals)

Shareholders get to vote on three key items at the meeting.

1. Elect Directors: Vote for two people to join the Board (Richard T. Marabito and Rodney A. Young). They will serve until 2029.
2. Ratify the Auditor: Vote to approve KPMG LLP as the company's independent accounting firm for 2026. This is a routine "check-up" vote.
3. Approve Executive Pay (Advisory Vote): A non-binding "say-on-pay" vote. You get to voice your opinion on whether the top executives' compensation is fair. It doesn't force a change, but the board listens.

👥 The Board & Who’s In Charge

The Board of Directors oversees the company for the shareholders. It's a mix of long-tenured members and newer appointees.

• Chair: Rick L. Burdick (since 1997, former lawyer).
• CEO: Jerome P. Grisko, Jr. (in the role since 2016, with the company since 1998).
• Notable Nominees:
  • Richard T. Marabito: CEO/COO of a metal processing company, brings operational and financial expertise.
  • Rodney A. Young: CEO of Delta Dental of Minnesota, brings healthcare and insurance industry insight.
• New Director: Kathy A. Raffa was added in 2025, nominated as part of the Marcum acquisition deal.

👉 The board has specific committees for Audit, Compensation, and Nominating/Governance, all with independent directors.

💰 Executive Pay: The Highlights

The document details how much the top five executives ("Named Executive Officers") were paid in 2025. Here’s the breakdown for the CEO, Jerome P. Grisko, Jr.:

• Base Salary: $850,000
• Bonus: $1,050,000
• Stock Awards: $1,350,000
• Other Compensation: ~$12,815 (includes 401k match, perks)
• Total 2025 Compensation: $3,327,548

👉 Why it matters: Most of his pay (and other executives' pay) is tied to performance—both company financial goals and individual objectives. The goal is to align their interests with shareholders.

📦 Who Owns the Company (Major Shareholders)

As of March 17, 2026, here’s who owned significant chunks of CBIZ stock:

Owner	Shares Owned	% of Company
FMR LLC (Fidelity)	7,132,906	13.01%
The Vanguard Group	4,672,672	8.52%
Blackrock, Inc.	3,542,696	6.46%
Morgan Stanley	2,929,047	5.34%
22C Capital LLC	2,804,527	5.12%
CEO Jerome Grisko	1,188,740	2.17%
All Directors & Executives as a group	2,247,516	4.10%

👉 This shows large institutional investors hold a major stake, while the leadership team has meaningful "skin in the game."

⚖️ Big Picture: Governance & Strengths

👍 Strengths & Positives:

• Experienced Board: Directors have deep backgrounds in finance, law, operations, and the industries CBIZ serves.
• Performance-Based Pay: Executive compensation is heavily linked to company and individual performance.
• Strong Risk Oversight: The Board has formal processes to identify and manage risks, from cybersecurity to compliance.
• Recent Integration: Actively integrating the large Marcum acquisition, which is a key growth driver.

⚠️ Risks & Considerations:

• Acquisition Integration Risk: Successfully merging large firms like Marcum is complex and not guaranteed.
• Dependence on Key Personnel: The company relies on its CEO and senior leadership to execute its acquisition-led growth strategy.
• Market Sensitivity: As a services firm, business can be affected by broader economic downturns.

🔮 What's Next

The immediate "what's next" is the Annual Meeting on May 14, 2026, where shareholders will vote on the proposals. Strategically, the company's focus is on:

1. Executing the Marcum integration.
2. Continuing its "organic and acquisition-driven growth" strategy.
3. Investing in human capital and technology to support its team and clients.

🧠 The Analogy

Think of CBIZ's annual proxy as a corporate "annual check-up" report. The Board of Directors is like the hospital's governing board. They're showing you (the shareholder-owner) the patient's vital signs (financials), the doctors' qualifications (director bios), the recommended treatment plan (strategy), and the bill for the chief surgeon's services (executive pay). You then get to vote on whether you approve the board's recommendations and the care plan.

📇 Key Contacts & People

• Rick L. Burdick: Chair of the Board
• Jerome P. Grisko, Jr.: President & Chief Executive Officer
• Jaileah X. Huddleston: Corporate Secretary (Contact for shareholder communications)
• Company Address: 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131
• Investor Information: Available at www.envisionreports.com/cbiz

🧩 Final Takeaway

This proxy statement is fundamentally about accountability and continuity. It provides shareholders with the information needed to approve the people overseeing the company (the Board), validate its choice of auditor, and voice an opinion on executive pay, all while offering a clear snapshot of the company's governance structure and strategic priorities following a major acquisition.