Independent
Tenure on this board
4.8 yrs
Also a director at
Ryerson Holding Corp (RYZ)
2 nominees · 3 ballot items.
Election of two directors; Ratification of KPMG LLP as independent registered public accounting firm; Non-binding advisory vote to approve named executive officer compensation.
Elect two directors (Richard T. Marabito and Rodney A. Young) to the Board for terms expiring in 2029.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal seeks shareholder ratification of the Audit Committee’s selection of KPMG LLP as CBIZ’s independent registered public accounting firm for fiscal 2026. Management is presenting this advisory ratification despite not being required by the bylaws or law, as a governance best practice; KPMG has been auditor since 1996 and the Audit Committee evaluated firm qualifications, engagement team expertise, quality controls, PCAOB reports, and potential conflicts. The Board recommends a vote FOR, noting that if shareholders fail to ratify the selection the Audit Committee would reconsider its choice, and that the Audit Committee retains the ability to change auditors at any time if warranted. The recommendation is grounded on the Audit Committee’s review of fees, firm independence, historical relationship, and the perceived benefits of continuity versus the disruption of changing auditors. Shareholder ratification provides an additional governance check but does not bind the Committee; the vote’s outcome will inform the Committee’s exercise of discretion over auditor retention and oversight going forward.
Conduct a non-binding advisory (say-on-pay) vote to approve the Company’s named executive officer compensation as described in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation (the “say-on-pay” vote) as disclosed in the proxy statement. Management frames its compensation program as pay-for-performance, aligned with shareholder interests via financial and individual performance metrics, and balanced between cash and equity incentives with peer benchmarking and consultant input. The Board and the Compensation and Human Capital Committee recommend a FOR vote and will consider the advisory vote’s outcome in future compensation decisions, though the vote is not binding. The company highlights continuing engagement with institutional investors, prior strong say-on-pay support (over 97% in 2025), and unchanged material policies year-over-year; it also describes specific elements of the 2025 compensation program (EIP, RSUs, PSUs, metrics like Pre-Tax Income and TGIR) to justify their approach. Given the nonbinding nature, the vote serves principally as feedback on governance and program design rather than a direct mandate to alter compensation arrangements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.40% | 5,041,054 | $135M |
| 2 | BANK OF MONTREAL /CAN/ | 6.53% | 3,505,334 | $94M |
| 3 | 22C Capital LLC | 5.97% | 3,202,267 | $86M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.00% | 2,146,587 | $58M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.86% | 2,072,824 | $56M |
| 6 | FMR LLC | 3.39% | 1,818,924 | $49M |
| 7 | BlackRock, Inc. | 3.31% | 1,773,531 | $48M |
| 8 | BlackRock, Inc. | 2.70% | 1,450,842 | $39M |
| 9 | MORGAN STANLEY | 2.23% | 1,198,915 | $32M |
| 10 | STATE STREET CORP | 2.15% | 1,151,709 | $31M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.