ADVISORY VOTE REGARDING FREQUENCY OF

ADOPTION OF AN AMENDMENT TO THE 2019 CBIZ, INC. OMNIBUS INCENTIVE PLAN

Proposal No. 5

We are asking our shareholders to approve an amendment to the 2019 CBIZ, Inc. Omnibus Incentive Plan (the “Plan”), which was originally approved by the shareholders on May 9, 2019, to add 1,500,000 additional shares to the current share reserve of the Plan (the “Amendment”). This proposed Amendment was approved for submission to the shareholders by our Board on February 7, 2023, following the recommendation of the Compensation and Human Capital Committee. No other amendment to the Plan is proposed. Shareholder approval of the Amendment is required by NYSE rules and the current terms of the Plan. If shareholders approve the Amendment at the Annual Meeting, the Amendment will become effective as of May 10, 2023. If we do not receive shareholder approval, the Plan will remain in effect without incorporating the terms of the Amendment, and no shares will be added to the share reserve of the Plan.

The Company believes that equity-based compensation is a critical part of its compensation program. The Plan is our only active plan for providing equity-based compensation to eligible employees and directors, and the limited number of shares remaining available under the Plan restricts our ability to grant equity awards. Shareholder approval of the Plan would allow us to continue to foster and promote the long-term financial success of the Company with performance-related incentives, to encourage and provide for the acquisition of an ownership interest in the Company, and to attract and retain qualified and competent persons as employees and directors whose judgment, interest and performance are required for the successful operations of the Company.

Accordingly, the Company recommends that its shareholders vote “For” the proposed Amendment to the 2019 CBIZ, Inc. Omnibus Incentive Plan:

AMENDMENT NO. 1 TO THE 2019 CBIZ, INC. OMNIBUS INCENTIVE PLAN

This Amendment to the CBIZ, Inc. 2019 Omnibus Incentive Plan (the “Plan”), made pursuant to the right to amend reserved in Section 20.1 of the Plan, amends the Plan as follows, effective May 10, 2023:

4.1 Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under Section 4.3, the total number of Shares that may be the subject of Awards and issued under the Plan shall be 3,052,322. Such Shares may be authorized and unissued Shares or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. Any of the authorized Shares may be used for any type of Award under the Plan, and any or all of the Shares may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of Shares available for Awards under this Section 4.1, the number of shares available for issuance under the Plan shall be reduced by one (1.00) Share for every one (1.00) Share granted in respect of an Award, provided however that in the case of an Award that provides for a range of potential Share payouts the number of shares available for issuance under the Plan shall be reduced by the maximum number of Shares that may be paid under such an Award.

Summary of the Material Terms of the Plan

The following is a brief description of the material features of the Plan, as amended by the Amendment. This summary does not purport to be a complete description of all provisions of the Plan or the Amendment, and is qualified in its entirety by reference to the Plan, which was filed as Exhibit 4.2 to the post-effective amendment to the Company’s registration statement on Form S-8, filed on May 24, 2019, and is incorporated herein by reference, and the Amendment, which is attached as Appendix A to this proxy statement and is incorporated herein by reference.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of CBIZ common stock as of March 16, 2022,2023, by (1) each person known by CBIZ to own beneficially 5% or more of CBIZ’s common stock, (2) each director, (3) each named executive officer named in the Summary Compensation Table (see “Executive Compensation”) and (4) all directors and executive officers of CBIZ as a group. The Company does not require directors or executive officers to hold a minimum number of shares in order to qualify for service as a director or executive officer. However, CBIZ has a stock retention policy recommending directors maintain stock valued at a multiple of three times the amount of their annual retainer and recommending that the CEO maintain stock valued at a multiple of five times his base salary. The policy recommends that remaining Named Executive Officers maintain three multiples of base salary. All of the Directors and Named Executive Officers are in compliance with this policy.

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Directors Meetings and Committees of the Board of Directors

The Board of Directors conducted four regular and fiveno special meetings during fiscal 2021.2022. In addition, there were threefour Actions in Writing in Lieu of a Meeting of the Board of Directors. Each director attended in person at least 75% of the aggregate of all meetings of the Board and Committees of the Board on which he or she served in accordance with the Company’s expectations. The Company does not have a formal policy regarding directors’ attendance at annual stockholdersshareholders meetings. Nevertheless, the Company strongly encourages and prefers that directors attend regular and special Board meetings as well as the annual meeting of stockholdersshareholders either in person or by teleconference. The Company recognizes that attendance of the Board members at all meetings may not be possible, and excuses absences only for good cause. All directors attended the Company’s 20212022 Annual Meeting.

Independent Directors Meetings

In addition to the meetings of the committees of the Board of Directors summarized below, our independent directors met four times in executive session during fiscal 2021. The Company’s Lead Director and Vice Chairman,2022. Mr. Burdick chaired these executive sessions.

Communication with the Board of Directors

Security holders may communicate with the members of the Board by forwarding written communications to the CBIZ Corporate Secretary at the Company’s headquarters in Cleveland. The Corporate Secretary will present all communications, as received and without screening, to the Board at its next regularly scheduled meeting. This same method may be used by interested parties to contact Mr. Burdick, the Company’s Lead Director and Vice Chairman, in his capacity as presiding director over the meetings of the independent directors, as well as to contact the Non-Employee Directors.

Standing Committees of the Board of Directors

The Board of Directors has appointed an Audit Committee, a Compensation and Human Capital Committee, a Nominating and Governance Committee, and an Executive Management Committee as standing committees of the Board, all of which were active during 2021.2022. The Executive Management Committee was disbanded following director Steven Gerard’s death. The Board of Directors has determined that all members of the Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee are independent as set forth in the NYSE Listed Company Manual and under applicable SEC rules. Again in 2021,2022, the Board reconstituted the members of the Committees in order to refresh committee membership. The following is a description of the committees of the Board of Directors:

Audit Committee

The members of the Audit Committee are Directors Hudson (Chairman), France, Marabito, Sherman and Slotkin. CBIZ’s Board of Directors has determined that the Audit Committee members meet the independence

firm, the actions taken against the firm by the PCAOB and the SEC as well as the actions taken by the firm in response to such actions, the impact of changing auditors, and the existence of any significant involvement of the firm in known litigation matters are among the factors considered by the Audit Committee in selecting the Company’s independent auditor. The Committee is free to hire any advisors or consultants as it may deem necessary or advisable at any time. The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is available on the Investor Relations page of the Company’s website, www.cbiz.com, or by writing to us at Attention: Investor Relations Department, 6801 Brecksville Rd., Door N, Independence, Ohio 44131.

Compensation and Human Capital Committee

The members of the Compensation and Human Capital Committee during 2022 are Directors Burdick (Chairman), DiMartino, Hudson, Slotkin, and Wiley. The Compensation and Human Capital Committee conducted four regular meetings and no special meetings during 2021.2022. In addition, the Committee acted through two Actionsone Action in Writing in Lieu of a Meeting. The Compensation and Human Capital Committee reviews and makes recommendations to the Board of Directors with respect to compensation of CBIZ’s non-employee Board members and executive officers, including salary, bonus, and benefits. The Compensation and Human Capital Committee also administers CBIZ’s executive incentive-compensation plans and all equity-based plans. The Charter of the Compensation and Human Capital Committee is available on the Investor Relations page of the Company’s website, www.cbiz.com, or by writing to us at Attention: Investor Relations Department, 6801 Brecksville Rd., Door N, Independence, Ohio 44131.

The Compensation and Human Capital Committee was established to undertake duties, including, but not limited to: (a) review and approve the Company’s stated compensation philosophy, strategy and structure and assist the Board in ensuring that a proper system of long-term and short-term compensation is in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and properly reflect the objectives and performance of management and the Company without creating undue compensation risk to CBIZ; (b) discharge the Board’s responsibilities relating to compensation of the executive officers of the Company and its subsidiaries; (c) evaluate the Company’s Chief Executive Officer and set his or her remuneration package; (d) evaluate the other executive officers of the Company and its senior management and set their remuneration packages; (e) prepare an annual report on executive compensation for inclusion in the Company’s annual proxy statement; (f) make recommendations to the Board with respect to incentive compensation plans and equity-based plans; (g) oversee the risk assessment of the Company’s compensation arrangements; (h) advise the Board regarding stockholdershareholder advisory votes on executive compensation arrangements; (i) review and approve certain services to be performed by compensation consultants to the Company; (j) monitor compliance with stock ownership guidelines for the Company’s executive officers and directors; (k) periodically review and discuss with management the Company’s activities, programs and systems related to succession planning, employee professional training and development, human resources and talent management strategies, diversity and inclusion, employee engagement, and the cultural assessment of the Company; and (l) perform such other functions as the Board may from time to time assign to the Committee. The

program and to provide refreshed benchmarking data. The Committee determined that its and the Company’s use of Meridian as compensation consultants during the Company’s last completed fiscal year did not involve any conflict of interest. In making this determination, the Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) under the Exchange Act, and confirmation of relevant facts received by the Committee from Meridian.

Compensation and Human Capital Committee Interlocks and Insider Participation. None of the members of the Compensation and Human Capital Committee during 20212022 and continuing through 20222023 is or has been an officer or employee of CBIZ or had any relationships requiring disclosure under Item 404 of Regulation S-K. There are no compensation and human capital committee interlocking relationships with respect to CBIZ.

Nominating and Governance Committee

The members of the Nominating and Governance Committee are Directors Wiley (Chairman), Burdick, DeGroote, DiMartino, France and Hudson. No candidates were recommended by beneficial owners of more than 5% of the Company’s voting common stock within the last year. The Committee conducted four regular meetings and no special meetings in 2021.2022. In addition, the Committee acted through one Action in Writing in Lieu of a Meeting of the Nominating and Governance Committee. The Committee was formed to propose and recommend candidates for the Board, review the continued suitability of directors following changes in their employment situations, review Board committee responsibilities and composition, review the effectiveness of the Board and of Company management, and monitor the Company’s corporate governance policies and practices. The Committee is free to hire any advisors or consultants as it may deem necessary or advisable at any time. The Committee’s Charter and its corporate governance guidelines are available on the Investor Relations page of the Company’s website, www.cbiz.com, or by writing to us at Attention: Investor Relations Department, 6801 Brecksville Rd., Door N, Independence, Ohio 44131.

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, and expertise that would strengthen the Board; and selecting appropriate candidates for nomination. The Nominating and Governance Committee and the Board have determined that a director should have the following characteristics: (1) the ability to comprehend the strategic goals of the Company and to help guide the Company towards the accomplishment of those goals; (2) a history of conducting his/her personal and professional affairs with the utmost integrity and observing the highest standards of values, character and ethics; (3) the availability for in-person or telephonic participation in Board or Committee meetings, as well as the Annual Meeting of Stockholders;Shareholders; (4) the willingness to demand that the Company’s officers and employees insist upon honest and ethical conduct throughout the Company; (5) knowledge of, and experience with regard to at least some of: loans and securities, including any lending and financing activities related thereto, public company regulations imposed by the SEC and the NYSE, amongst others, portfolio and risk management, the major geographic

The Nominating and Governance Committee will consider any candidate recommended by a stockholder,shareholder, provided that the stockholdershareholder mails a recommendation to the Corporate Secretary at the Company’s headquarters, prior to the deadline for stockholdershareholder proposals, that contains the following: (1) the recommending stockholder’sshareholder’s name and contact information; (2) the candidate’s name and contact information; (3) a brief description of the candidate’s background and qualifications; (4) the reasons why the recommending stockholdershareholder believes the candidate would be well suited for the Board; (5) a statement by the candidate that the candidate is willing and able to serve on the Board; (6) a statement by the recommending stockholdershareholder that the candidate meets the criteria established by the Board; and (7) a brief description of the recommending stockholder’sshareholder’s ownership of common stock of the Company and the term during which such shares have been held. In making its discretionary determination whether to nominate a candidate who has been recommended by a stockholder,shareholder, the Nominating and Governance Committee will consider, among other things, (a) the appropriateness of adding another director to the Board, or of replacing a currently sitting director, (b) the candidate’s background and qualifications, and (c) other facts and circumstances identified in the Committee’s Charter. No candidate recommendations were received from stockholdersshareholders for consideration in 20212022 or to date in 2022.2023.

Executive Management Committee

The members of the Executive Management Committee areduring 2022 were Directors Burdick, Gerard, and Grisko. The Executive Management Committee was disbanded following director Steven Gerard’s death. The Executive Management Committee approved oneno Unanimous Written ConsentConsents in Lieu of Meeting of the Executive Management Committee of CBIZ, Inc. during 2021. 2022.

Subject to applicable law, the Executive Management Committee iswas empowered with the same authority as the full Board of Directors to take any action including the authorization of any transaction in the amount of $10 million or less. With respect to acquisitions or divestitures, the Board of Directors hashad delegated to the Committee the power to cause the execution and delivery of documents in the name and on behalf of the Company, to cause the issuance of shares of common stock of the Company, and to take all actions necessary for the purpose of effecting acquisitions or divestments, so long as all members of the Committee approve the transaction and the total consideration to be paid to or by the Company in connection with the acquisition or divestiture does not exceed $10 million. The Committee doesdid not have the power or authority of the Board of Directors to approve or adopt or recommend to the stockholdersshareholders any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholdersshareholders for approval; adopt, amend or repeal any Bylaw of the Company; fill or approve Board or Board committee vacancies; declare or authorize the payment of dividends; fix compensation for service on the Board or any committee thereof; or elect Company executive officers. Following the disbanding of the Executive Management Committee, the Board delegated these limited powers and authority to the Chief Executive Officer.

Directors’ Role in Risk Oversight

Risk is an integral part of Board and Committee deliberations throughout the year. Management, the full Board, and each Board Committee all review risk oversight and management issues pertaining to their respective

about risk, and recognizes and appropriately escalates and addresses risk-taking beyond the Company’s determined risk appetite. The Board identifies the type and magnitude of the Company’s principal risks and directs the CEO and the Senior Management Group to be fully engaged in risk management. In addition, the roles and responsibilities of the Board Committees in overseeing specific categories of risk are annually reviewed to ensure that, taken as a whole, the board’s oversight function is coordinated and comprehensive. Individual Board members have the proper qualifications and background to conduct these oversight activities, as noted in their individual biographies beginning on p. 4.

In 2020, the Board established an Enterprise Risk Management Task Force, currently consisting of Directors Burdick, France, Gerard, Grisko, Hudson, and Sherman. Once again in 2021,2022, both the Task Force and the Management team completed a review of the ERM program to update the ERM risk register and to identify additional risks to be added to the register, risks to be monitored over time, emerging risks, and risks that are no longer considered enterprise risks that should be removed from the register. Both Management and the Task Force reviewed the risk factors disclosed in the Company’s SEC disclosure documents, compared them to those noted in the SEC filings of peer organizations, and made recommended changes to the Company’s disclosed risk factors. Based on the conclusions of the Task Force, the Board continued its established schedule to review and update the Company’s ERM program on an ongoing, annual basis, and to report its activities and findings to the full Board and Board committees. Input into risks and mitigation programs was received from all key function and operational areas of responsibility, and the Board received presentations throughout the year regarding the principal areas of risk, along with the efforts and programs undertaken to mitigate these risks. The Board and each of its committees were actively engaged in this program throughout 20212022 and continuing in 2022.2023.

Code of Professional Conduct and Ethics Guide

CBIZ has a Code of Professional Conduct and Ethics Guide (the “Code”) that applies to every director, officer, and employee of the Company. The Code is available on the Investor Relations page of the Company’s website, www.cbiz.com, or by writing to us at Attention: Investor Relations Department, 6801 Brecksville Rd., Door N, Independence, Ohio 44131. Any amendments to or waivers from the Code that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or any other person performing similar functions are approved by our Audit Committee and posted to the Company’s website, www.cbiz.com.

ESG and CSR Programs, and SASB-Related Disclosures

As part of their respective roles in managing risk and in addressing emerging stockholdershareholder priorities, the Board and management have continued their efforts to expand and improve the Company’s ESG and Corporate Social Responsibility (“CSR”) programs. Updated highlights of our policies and efforts during 20212022 and through the present are chronicled on our website at www.cbiz.com/about-us/corporate-social-responsibility, including our Human Rights and Sustainability policies, our CEO’s letter on CSR, a summary of our responses to the COVID pandemic, our CEO’s statement on racial injustice, the Company’s Diversity & Inclusion (“D&I”) Task Force and programs, and Sustainability Accounting Standards Board (“SASB”) related disclosures regarding data security, diversity and engagement, professional integrity, and professional integrity.vendor oversight. The programs noted here and on the website are Company-wide programs. Beyond these programs, each business location is encouraged to devise and implement their own local environmental, philanthropic, governance and social responsibility programs.

The Board of Directors has adopted a Sustainability, Environment Responsibility and Climate Change Policy and Program, as set out on our website. The policy establishes the goals, specific program elements, and measures undertaken to support the policy. Our environmental efforts include the adoption of various means to meet the Company’s goals of reducing consumption of forest, materials, water, and energy resources and to reduce the Company’s carbon footprint. Our programs include adoption of the DocuSign electronic records management systems, extending the life of our desktop and laptop computers to reduce energy consumption electronic and other waste, adopting highly efficient desktop alternatives that dramatically reduce energy usage

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compared to standard machines, changing to a more energy efficient data center technology, expanding various recycling processes in our work flow to reduce landfill waste, limiting travel through desktop and group teleconferencing alternatives, introducing flexible workplace arrangements, and continuing our green workplace

Richard T. Marabito, A. Haag Sherman, Todd J. Slotkin, and Benaree Pratt Wiley and Rodney A. Young have no prohibited material relationships with CBIZ and are independent directors. The Nominating and Governance Committee and the Board of Directors affirmatively determined that each of the Audit, Compensation, and Nominating and

REPORT OF THE AUDIT COMMITTEE

The Board of Directors maintains an Audit Committee comprised of five of the Company’s independent directors. The Board of Directors and the Audit Committee believe that the Audit Committee’s current member composition satisfies the current rules of the NYSE and the SEC that govern audit committee composition, including the requirement that audit committee members all be “independent directors” as that term is defined by Rule 303A of the NYSE Listed Company Manual and by all other applicable laws or rules. Each of the Audit Committee members has been identified as “audit committee financial experts”,experts,” as that term is defined by the rules and regulations of the SEC, in light of their training, experience, and expertise.

The Audit Committee closely monitors developments in corporate governance, including those arising from the adoption of the Sarbanes-Oxley Act of 2002 (the “Act”) and rules related to the Act. The Audit Committee’s Charter and the Code reflect those portions of the Act and attendant rules promulgated by the SEC and the NYSE. The Audit Committee anticipates that changes to its Charter may be necessary from time to time if the

with the independent auditors, and the leaders of the Company’s Internal Audit staff, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee once again reviewed the experience, background and expertise of the KPMG LLP engagement team, the public accounting firm’s system of quality control, the PCAOB report on the firm, the impact of changing auditors, the absence of any significant involvement of the firm in known litigation matters, along with other factors and considerations, and determined that the selection of KPMG LLP as the Company’s independent auditor was in the best interests of the Company and the stockholders.shareholders.

no more than $20,000 in fees prior to the next regularly scheduled meeting of the Audit Committee, at which time the entire Audit Committee is required to consider and either approve or reject the engagement, provided the engagement otherwise does not appear reasonably likely to compromise KPMG LLP’s independence. The Audit Committee pre-approved all of the services described above. The Audit Committee is responsible for fee negotiations with KPMG LLP and is assisted by the active involvement of the Company’s CFO.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation and Human Capital Committee of the Board (the “Compensation Committee” or the “Committee” throughout this Compensation Discussion and Analysis) is responsible for establishing, implementing, and monitoring the application of its compensation philosophy to the senior management and directors of the Company. At CBIZ, the Senior Management Group (“SMG”) consists of the Company’s executive officers, certain Senior Vice Presidents, and certain other corporate officers. The Committee’s goal is to ensure that the total compensation paid to the SMG is fair and reasonable. Generally, the types of compensation and benefits provided to members of this group are similar to those provided to executive officers at other comparable companies. Mr. Grisko (“CEO”), Ware Grove (“CFO”), Michael Kouzelos (“President, Benefits & Insurance Services”), and Chris Spurio (“President, Financial Services”) are referred to as the “Named Executive Officers” or “NEOs”,“NEOs,” all of whom are members of the SMG. The Board has specifically designated the Executive Officers of the Company as the foregoing NEOs and limited the exercise of the Company’s policy making functions to the NEOs. The Board has determined that no other officer of the Company has been given, or has exercised, any similar policy making authority in 2021.2022. Therefore, only the NEOs designated above have served as Executive Officers of the Company in 20212022 as that role is defined by the Rule 3b-7 of the Exchange Act.

Compensation Philosophy and Objectives

The Company believes the most effective executive compensation program rewards executives’ contribution in achieving and exceeding specific annual, long-term, and strategic goals of the Company, and aligns executives’ interests with those of the stockholders.shareholders. Moreover, the Company believes a successful compensation structure will help the Company maintain its ability to attract and retain superior employees in key positions and ensure that compensation provided to those employees remains fair relative to the compensation paid to similarly situated executives at comparable companies. To that end, the Committee believes executive compensation packages provided by the Company to its executives, including the Named Executive Officers, should include both cash and equity compensation that reward performance that meets or exceeds established goals.

CBIZ also believes that total compensation should also reflect an individual’s performance and potential. Performance will generally be measured in accordance with an individual’s goals and objectives as well as their contribution to the Company’s corporate goals and initiatives. Such factors as teamwork, strategic vision, effective execution, initiative, mentoring and personal development will strongly influence a non-quantitative component of compensation awards at the Company.

Ultimately, compensation paid to members of the SMG, including amounts paid to the NEOs, is determined based on the discretionary judgment of the Compensation Committee with input from the Chairman, the CEO and compensation consultants.

Role of Executive Officers in Compensation Decisions

The Compensation Committee makes all compensation decisions for the SMG, including the NEOs, and reviews recommendations and makes determinations regarding equity awards to any CBIZ employee after considering the recommendation of the CEO. Decisions regarding the non-equity compensation of employees other than the SMG are made by management within the Financial Services and Benefits & Insurance Services divisions. The Chairman of the Compensation Committee and the CEO reviewed the performance of each member of the SMG other than the CEO. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Committee. The Committee can exercise its discretion to modify any recommended compensation adjustments or awards.

Setting Executive Compensation

In order to assist the Compensation Committee in applying its compensation philosophy and objectives, the Company, at the request of 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. Meridian was engaged to prepare comprehensive reports regarding these matters in 20212023, 2022 and in prior years. 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 consulting 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 20212022 proxy season to provide the Committee with a more current basis for comparing median compensation levels for the SMG.

In October 2021,February 2023, the Compensation Committee conducted a review of the Company’s peer group with the assistance of Meridian. Changes to the peer group were last made toin October 2021 due to peers having been acquired, having sold relevant business units, or having disproportionately high or low revenue compared to the Company. Five companies were removed from theThe peer group on this basis. Six companies were added to the peer group on the basis of having strategic or operational similarities, revenue or market capitalization within a comparable range, whether orhas not CBIZ was included in the subject companies’ benchmarking peer groups, the number of time the companies were disclosed in current peer companies’ benchmarking peer groups, and whether or not the companies were included in the custom peer group recommended for CBIZ by Institutional Shareholder Services.changed since that time.

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 in November 2021 that compared each element of total compensation for the SMG primarily against two groups, with relevant compensation data common to the groups. The first group is a newly adopted 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 has many of the same companies as those noted in ISS’s assessment of our pay practices.

The Company Peer Group consists of the following companies:

The second group is 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

The Committee targets aggregate compensation for the collective 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. Variations to this objective in general, and in evaluating compensation targets for individual Named Executive Officers, as well as other members of the SMG, may occur as dictated by factors including:

Adjustments may also be made on the basis of ancillary compensation data that the Company has obtained from publicly available competitive intelligence, the Governance Firm benchmark data, CBIZ acquisition efforts, and other sources of information pertaining to compensation for comparable positions.

A significant percentage of total compensation is allocated to incentives as a result of the Company’s philosophy to maintain a variable compensation model based on both Company and individual performance. There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation, other than consistency with the percentile target range for the aggregate of the various components of total compensation. The Committee reviews information provided by Meridian, as well as the other sources of information mentioned above, to determine the appropriate level and mix of incentive compensation. Income from such incentive compensation is realized as a result of the performance of the Company or the individual, depending on the type of award, compared to established goals.

Historically, and in fiscal 2021,year 2022, the Committee granted a majority of total compensation to CBIZ executive officers in the form of cash, cash-incentive, and equity compensation. The Committee determined that the total compensation programs for the collective members of the SMG, including the NEOs, were generally consistent with targets. In addition, the Committee believes that to the extent compensation was paid in excess of median levels reflected in Meridian data, such payments were appropriate because they served as appropriate recognition of the continued leadership contributions of the individuals concerned, reflected merit awards resulting from specific accomplishments of the individuals, served as a useful talent retention mechanism, and met other factors used by the Committee in evaluating compensation targets for individual Named Executive Officers, as well as other members of the SMG. The Committee and management believe that this approach is necessary in order to attract and to retain key talent needed to ensure the long-term success of the Company. The Committee also noted that departures from the median data suggested by the most recent Meridian reportReport were acceptable as discussed in Comparison of Compensation to Targets, p. 33.

Based on the data available to the Committee through Meridian, and the market data available to the Committee through publicly available competitive intelligence, the Committee believes that these compensation components provide effective incentives for our senior management team to drive successful results related to the Company’s principal 20212022 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 Proxy Peer Group, and to target total compensation collectively 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:

Promotions or changes in job responsibility may also result in modifications to an executive’s salary level. Any merit-based increases for the Named Executive Officers (other than the CEO) would be based on the evaluation and recommendation of the CEO and ultimately upon the Committee’s own assessment of an individual executive’s performance. Merit-based increases for the CEO are based upon the Committee’s assessment of his performance as well as upon the data reflected in the Meridian report.Report. In 2021,2022, the Compensation Committee determined that noa 4% base salary target increase was appropriate for most members of the SMG, and that base paythe approved increases in salary for each member of the SMG waswere in line with market practices for their respective positions.

The Meridian November 2021 studyReport indicates that CBIZ’s base salary compensation to the members of the SMG, including the Named Executive Officers, after taking into account base salary increases in 2022, remains collectively comparable to the 50th percentile, within a reasonable range, paid to similarly situated executives within the two comparison groups. The Committee determined that any variations were reasonably close to the median levels of compensation represented in the two comparison groups, and therefore the base compensation levels for the SMG satisfied the compensation philosophy, objectives and targets established by the Compensation Committee.

Performance-Based Incentive Compensation

At the 2019 Annual Meeting, stockholdersshareholders approved the CBIZ, Inc. 2019 Omnibus Incentive Plan (the “2019 OIP”). The 2019 OIP gave the Committee the ability to design cash and stock-based incentive

In 2021,2022, the Committee awarded short-term non-equity incentive compensation to the SMG, including the Named Executive Officers, under the 2019 OIP through the adoption of Annualan annual Executive Incentive Plans (“EIP”). The Committee also awarded long term incentive compensation in the form of restricted share units and performance share units in 2021.2022. Members of the 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. Members of the SMG, including several of the Named Executive Officers, received cash incentive compensation paid in 2023 under the 2019 OIP and attendant EIP for their performances in 2021.2022.

As discussed in detail in the section titled CBIZ Annual Executive Incentive Plan below, in 20212022 the EIP cash incentive compensation component consisted of a financially based award (“Financially Based Award”) and an individual performance award (“IPA”) dependent on the Company’s financial performance results in terms of pre-tax income (“Pre-Tax”), and as a function of the Company’s totalorganic growth in revenue (“TGIR”OGIR”), which are non-GAAP financial measures. These 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 or TGIR,OGIR, such as material acquisitions and divestitures, gains or losses on sale, or accounting rule changes.

The Named Executive Officers and other members of the SMG were also eligible to receive additional merit-based cash bonuses for 20212022 performance, which bonuses would be issued under the authority of the 2019 OIP based upon the evaluation and recommendation of the CEO, and ultimately upon the Committee’s own assessment of an individual executive’s performance. Such compensation is discretionary, and awards are made by the Committee upon recommendation of the CEO.

CBIZ Annual Executive Incentive Plan

The 20212022 EIP was an annual cash incentive program adopted by the Committee under the authority of the 2019 OIP. The 20212022 EIP provided guidelines for the calculation of non-equity incentive-based compensation, subject to Committee oversight and modification. At its regular February meeting each year, the Committee considers whether an annual EIP should be continued and, if so, approves the members of the SMG eligible 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.

The 20212022 EIP calculated cash incentive awards as a function of the Company’s Pre-Tax and TGIROGIR results. As in prior years, under the Financially Based Award component of the 20212022 EIP, 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 the Company’s ability to exceed, meet, or fail to meet predetermined targets. In 2021,2022, the predetermined targets consisted of non-GAAP financial measures of a Pre-Tax earnings target (“Pre-Tax Target”), and a TGIRan OGIR target (“TGIROGIR Target”). For the prior two years,year, the targets used to calculate the STIEIP awards were based on pre-tax income (“Pre-Tax”)Pre-Tax and organictotal growth in revenue (“OGIR”TGIR”). The Company’s ability to grow organically is highly dependent on general economic conditions. Because those conditions were expected to be exceptionally difficultdeemed more reasonable to predict in 2021 as a result of the duration of the pandemic and the impact on CBIZ and our clients,2022, the Committee substituted TGIR goals forreverted to OGIR goals in the 2021 STI Plan.2022 EIP.

The Committee is permitted under the terms of the EIP to make adjustments to the targets that would cause them to be characterized as non-GAAP financial measures. Seventy percent (70%) of an executive’s TA opportunity is dependent on the Company’s performance with respect to the Pre-Tax Target and thirty percent (30%) of an executive’s TA opportunity is dependent on the Company’s performance with respect to the TGIR

reduce the awards to 0% or increase the awards to 200% of the TGIROGIR Target-related portion of an executive’s bonus opportunity. For fiscal year 2021,2022, 100% of each Named Executive Officer’s financially-based EIP award was calculated as a function of corporate financial objectives relating to Pre-Tax Targets and TGIROGIR Targets.

The 20212022 EIP also contained an additional IPA component, under which each member of the 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. The range of potential IPA for each individual depended in part upon the position and relative responsibility of each member of the SMG. The Compensation Committee determined that a predetermined percentage of the Base Target AwardTA of the SMG should be granted to them if they are determined to achieve financial and certain non-financial goals set jointly by the CEO and the Compensation Committee. Under the 20212022 EIP, the Committee again determined that the CEO’s IPA percentage of Base Target AwardTA should be 30%, and the IPA percentage of Base Target AwardTA for each remaining member of the SMG, including the Named Executive Officers and SMG should be 25%.

Measurement of individual performance under this component was based upon the assessment by the Compensation Committee and the CEO of an executive’s performance related to the individual��sindividual’s personal contributions toward the achievement of the Company’s financial and other results. The CEO’s recommendations and underlying assessments regarding the performance of members of the SMG other than himself were presented to the Compensation Committee, and the Committee had the opportunity to accept, reject, or modify the recommendations. The CEO’s eligibility for his IPA award was directly judged by the Compensation Committee. In 2021,2022, all members of the SMG, including the NEOs, were granted their full IPA potential awards by the Committee in recognition of their individual contributions to the financial results and nonfinancial accomplishments of the Company throughout the year.

Upon completion of the fiscal year, the Committee reviewed the Pre-Tax income and TGIROGIR performance of the Company, determined the TMs applicable to the SMG’s respective TAs, determined the applicable IPA percentage, calculated the EIP award earned for each member of the participating group, made applicable adjustments if any, and certified the appropriate EIP awards.

For 2021,2022, the Committee set the Pre-Tax Target at the range of $110.0M$133.5M to $114.0M.$138.4M. For the covered executives, including the Named Executive Officers, to earn any EIP Target-related bonus for 2021,2022, the Company was required to post results that were approximately 95.5% of the Pre-Tax Target, or $105.1M.approximately $127.5M. In order to earn the maximum possible EIP bonus, the Company’s results would have had to exceed target Pre-Tax requirements under the plan by approximately 5.0%5.2%, or $120.0M.approximately $145.6M.

For 2021,2022, the Committee set the TGIROGIR Target at $1,020.0M,the range of $1,112.9M to $1,134.5M, or a 5.3%at the range of between 3.0% to 5.0% rate of TGIR.OGIR. This standard is considered to be a non-GAAP financial measure, as previously explained. For the covered executives, including the Named Executive Officers, to earn any TGIROGIR Target-related bonus for 2021,2022, the Company was required to post results that were 98.0%approximately 99.5% of the TGIROGIR Target, equivalent to $1,000.0M$1,107.5M or a 3.3%2.5% rate of TGIR.OGIR. In order to earn the maximum possible EIP bonus, the Company’s results would have to exceed the TGIROGIR Target by approximately 2.0%1.5%, equivalent to revenue of $1,040M$1,150.7M or a 7.4%6.5% rate of TGIR.OGIR.

Effective January 1, 2022, CBIZ acquired all of the non-attest assets of Marks Paneth LLP (“MP”). At the time the 2022 EIP targets were set, the Committee specifically determined that it was appropriate that MP’s results should be excluded from CBIZ’s results for purposes of determining the Pre-Tax results under the 2022 EIP. The Committee determined that the planned integration and other expenses related to the acquisition should not diminish 2022 EIP results. The Committee reasoned that this exclusion would create an incentive to make meaningful acquisitions even if such purchases required additional reasonable investments. The Committee decided that creating this incentive would support the acquisition program, which would be in the best interests of shareholders.

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At the time they were set, the Committee believed these Pre-Tax Targets and TGIROGIR Targets were consistent with the EIP’s purpose in 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.

In making the annual determination of the minimum, target, and maximum levels for the EIP bonuses, the Committee considers any appropriate factor including but not limited to anticipated risks and rewards, performance metrics, internal revenue and margin estimates, as well as specific circumstances facing the Company during the coming year. The judgment of the Committee, as well as that of the CEO in his role of assisting the Committee, in determining whether or not the members of the SMG have met their goals and fulfilled their duties throughout the year, constitutes an exercise of both objective investigation as well as discretion. The goals set for these executives included achieving budgetary targets for the operations under their direction mitigated by any events or reasons outside their control that caused any failure to meet budget targets, supporting key strategic initiatives of the Company, meeting the requirements of the “One CBIZ” client service model, working together as a coherent and mutually supportive senior management team, and meeting expectations related to leadership performance.

Awards madeAmounts paid to Named Executive OfficersNEOs in 2023 under the EIP for performance in 20212022 are reflected in column (g) of the Summary Compensation Table on p. 37.48.

The Meridian November 2021 studyReport indicates that CBIZ’s total compensation to the members of the SMG, including the Named Executive Officers, was generally aligned closely to the median compensation of similarly situated executives within the proxy peer or survey groups. The compensation paid to the NEOs in particular fell within a competitive range of market that was within plus or minus 15% of the market median. The Committee determined that any variations were acceptable and reasonably close to the median levels of total compensation reflected in the comparison groups, and within the acceptable range of variation. Therefore, the Compensation Committee determined that the total compensation levels for the SMG satisfied the Committee’s compensation philosophy, objectives, and targets.

Merit Bonuses

Promotions, changes in job responsibility, and extraordinary program achievements may also result in a merit-based bonus that is not awarded pursuant to the authority of the 2019 OIP. Merit-based bonuses are based, in the case of the CEO, on the evaluation of the Compensation Committee, and in the case of NEOs other than the CEO, on the recommendation of the CEO, subject to the Committee’s approval. No merit-based cash bonuses were awarded or paid in 20212022 to any of the Company’s NEOs.

Long-Term Equity Incentive (“LTI”) Compensation

The Company believes that equity incentive compensation programs under the 2019 OIP enabled it to:

The 20212022 Grants of Plan-Based Awards table on p. 3955 shows each NEO’s 20212022 target LTI grant value and the number of shares underlying the NEO’s 20212022 RSU and PSU grants. Fiscal year 20212022 was the thirdfourth year during which we granted PSUs to address stockholdershareholder and institutional advisory firm input that performance-based equity awards should be incorporated into our long-term equity compensation program.

20212022 Restricted Stock Units

RSUs provide retention value because they vest in one-third increments in each of the three years following the grant date and provide some level of value, irrespective of share price performance. 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 areis settled in a like number of shares of Company common stock. Generally, an NEO must be continuously employed through each vesting date to receive a distribution of shares on that date.

20212022 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 20212022 PSU awards each of which is described below:

The number of PSUs actually earned at the end of the three yearthree-year performance period will vary based on actual results compared to the EPS target and TGIR target.target, both of which are non-GAAP measures. 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 20212022 Grants of Plan-Based Awards table.

The Committee selected EPS as a performance metric because improvements in 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 stock. Generally, an NEO must be continuously employed through the end of the performance period to receive shares upon the settlement of earned PSUs.

grants were weighted 70% based on achievement of an earnings per share (“EPS”)EPS target for the three-year period ending December 31, 20212022, and 30% based on achievement of a total growth in revenue (“TGIR”)TGIR target for that same period. Two separate grants of PSUs were provided to each eligible participant;participant: one relating to the three-year 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 EPS target and TGIR target. Results between points are to be interpolated to calculate payouts. The EPS target, TGIR target and applicable multipliers that were set in 20192020 based on actual results for the three-year period ended December 31, 20212022, are as follows:

The 20192020 LTI Plan specifically provided that, with respect to determining results compared with performance targets included in the LTI Plan, the Compensation Committee was granted 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 EPS or TGIR. Examples of such items included significant changes in the number of shares outstanding, significant changes in tax rates, material acquisitions or divestitures, gain/loss on sale, tax and accounting rule changes, or other extraordinary unplanned items. Effective January 1, 2022, CBIZ acquired all of the non-attest assets of Marks Paneth LLP. MP recorded $139.4M in revenue and a loss of $10.2M pre-tax income in 2022, including integration costs incurred by CBIZ. The company experienced the following two extraordinary unbudgeted and unplanned events in 2021 that had a significant impact on EPS: the UPMC Settlement, which had an impact onpre-tax loss reduced EPS of -$0.43/share, and the Company’s sale of its M.T. Donahoe wholesale insurance brokerage, which had an impact on EPS of a gain on sale of +$0.09/share (the “MT Donahoe Gain”).by $0.15 per share. The Compensation Committee determined that it was appropriate to exclude Marks Paneth revenue ($139.4M) and acquisition related and integration costs ($10.2M) from actual GAAP TGIR and EPS performance,results in 2022 for purposes of calculating the EPS target-relatednumber of PSUs to be awarded, should be adjusted to eliminate the effect of both the UPMC Settlement and the MT Donahoe Gain. that vested.

As adjusted, EPS results for purposes of the EIP were $1.66/$2.16/share, and therefore the EPS target multiplier was increased to 1.38.2.0. TGIR results were $1,104.9M,$1,412.0M, and therefore the TGIR target multiplier was increased to 1.2.2.0. Combining the adjusted results as multiplied, a weighted outcome yields settlement of a number of vested shares that are 1.322.0 times the original combined target awards.

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, are able to contribute the lesser of up to 80% of their annual salary or $17,500$20,500 (plus an additional $5,500$6,500 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. Participants deposit savings in one or more of 28 stock and bond investment funds. The 2021 2022 at-market annual rates of return of the investment choices available to participants ranged from -1.49%-31.89% to 29.08%3.33%, depending on each participant’s fund selections.

Non-QualifiedNonqualified Deferred Compensation Plan

The Named Executive Officers, as well as any other member of the SMG, any Business Unit Leader (“BUL”) and any other employee scheduled to earn more than $200,000 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. The Company does not pay any gains that participants may obtain through investment in the plan. Gains and losses are strictly related to the investment returns of the mutual fund choices within the plan. For additional information about this plan, please refer to the discussion beginning on p. 42.57.

CBIZ 2007 Amended and Restated Employee Stock Purchase Plan

At the 2011 Annual Meeting, stockholdersshareholders 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. Several members of the SMG, including the CEO and the President, Financial Services, are regular participants in the ESPP.

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

any and 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. Unless otherwise noted, the value of each perquisite is calculated based upon actual costs incurred by the Company in securing these benefits. In the case of leased automobiles, the cost of perquisites is calculated based upon the percentage of each executive’s personal use of the vehicle, which usage is then valued by reference to the IRS table related to usage valuation for leased automobiles.

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 called for in the CEO’s 2016 employment agreement, as well as a tax gross-up payment to cover the income imputed to Mr. Grisko by the existence of 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.

Attributed costs of the personal benefits described above for the Named Executive Officers for the fiscal year ended December 31, 2021,2022, are included in column (i) of the “Summary Compensation Table” on p. 37. 48.

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 p. 38.54. 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 p. 3854 and “Potential Payments upon Termination or Change in Control” on p. 43.57.

Consideration of 2021 2022 Say-on-Pay Vote, Institutional Investor Opinion, and Institutional Advisory Firm Comments

In order to remain apprised of stockholdershareholder reaction to the compensation of the Company’s Named Executive Officers, the Company recommended, and the Stockholdersshareholders concurred, that an annual stockholdershareholder vote should be held on this issue. The Company has determined that annual say-on-pay votes will be held.

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 Stockholders’shareholders’ votes on the say-on-pay issue presented at the Company’s 20212022 Annual Meeting. While the Committee noted that a significant majority of Stockholdersshareholders approved the compensation of the Company’s Named Executive Officers, it also was again mindful of Stockholdersshareholders with different views. The Committee also noted that the Company again continued its intensive efforts throughout 20212022 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 20212022 the CEO, CFO and the Head of our Investor Relations Program met with individuals and institutions holding approximately 50.1%37.5% of the Company’s outstanding stock. The Compensation Committee was provided with and considered the substance of these investor discussions in arriving at the compensation of the Named Executive Officers.

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 p. 37,48, 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

In 2021,2022, 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 2021,2022, 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 2021,2022 and the success of the NEOs in exceeding financial and non-financial target goals for the year, and in their efforts successfully navigating the issues caused by the COVID-19 pandemic in the business environment.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 2021 Meridian study.Report.

The CEO’s target compensation for 20212022 was $4,047,700,$4,150,000, which was inbelow the median range when compared with the 2021 Meridian study’sReport’s 50th percentile total compensation targets of $3,978,000$4,823,000 for the Company Peer Group and $4,650,000$5,388,000 for the Survey Peer Group. His total compensation in 2021,2022, including the grant date fair value of long-term equity grants, was $5,052,401,$4,882,383, which was withinat the 15%low end of the median range compared to the median target valuevalues for comparable positions. Topositions reflected in the extent that the CEO’s actual compensation exceeded the target range of the Company Peer Group and the Survey Peer Group, the difference was due entirely to the fact that the Company’s performance exceeded that necessary to exceed the maximum EIP compensation level set by the Committee. If he had simply met the target EIP performance level set for him by the Committee, the CEO’s compensation package would have been at the median levels reflected by the Company Peer Group and the Survey Peer Group. However, the CEO earned the maximum EIP payment by exceeding the Committee’s top range of targets for Pre-Tax and TGIR results, after adjustment.Meridian Report.

Governance Firm, and the payment constituted a de minimis fraction of that package, the Committee believes that the payment was appropriate.

The CFO’s total compensation of $2,183,268,$2,087,975, including the grant date fair value of equity grants, was approximately aligned with the 2021 Meridian study’sReport’s 75th percentile total compensation targetstarget of $2,145,000 for the Company Peer Group and $2,250,000the Meridian Report’s 50th percentile total compensation target of $2,148,000 for the Survey Peer Group. The Committee determined that the compensation package for the CFO was nevertheless acceptable, despite exceeding the range of plus or minus 15% compared to the median target value for comparable positions expressed in the 2021 Meridian studyReport for peer and other comparable companies.the Company Peer Group. The Committee noted that the CFO’s total compensation was within the allowable range when compared to the Survey Peer Group. The Committee determined that the CFO’s compensation exceeded the range beyond the Company Peer Group median because his EIP cash compensation payment was double1.533 times the target EIP compensation for his position, due to the Company exceeding the adjusted Pre-Tax and TGIR targets necessary to hit the maximum EIP payment of two times the target EIP amount.OGIR targets. Given the extraordinary performance of the Company in exceeding the targets, the Committee concluded that the compensation for the CFO was justified and consistent with the philosophy and targets established by the Committee.

The President, Financial Services’ total compensation of $2,241,537,$2,144,275, including the grant date fair value of equity grants, was also approximately aligned with the 2021 Meridian study’s 75thReport’s 50th percentile total compensation targets of $2,307,000$2,210,000 for the Company Peer Group and $1,323,000$1,014,000 for the Survey Peer Group. The Committee again determined that the compensation package for the FS division President was nevertheless acceptable despite exceedingbecause it fell within the range of plus or minus 15% compared to the median target valuevalues for comparable positions expressed in the 2021 Meridian study for peerReport 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 other comparable companies. Thepublicly available competitive intelligence. In light of the data, and the unique nature of this position relative to similar industry positions, the Committee determined that the compensation exceeded the range because the Company exceeded the adjusted Pre-Tax and TGIR targets necessary to hit the maximum EIP payment of two times the target EIP amount. Given the extraordinary performance of the Company in exceeding the targets, the Committee concluded that the compensation for the President, Financial Services was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee. Moreover, the Committee also had access to market data available to the Committee through the Company’s acquisition discussions and publicly available competitive intelligence that confirms that this pay package was within the acceptable range of median pay for comparable positions.

The President, Benefits & Insurance Services’ total compensation was $1,963,163$1,881,884 in 2021.2022. The 2021 Meridian studyReport reflected 50th percentile total compensation of a division president as $1,892,000$2,210,000 for the Company Peer Group and $926,000$1,014,000 for the Survey Peer Group. The Committee determined that the compensation package for this position was within the median range of plus or minus 15% comparedthe Meridian Report with respect to the median target value for comparable positions expressed in the 2021 Meridian study for peer and other comparable companies.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 the President, Benefits & Insurance Services was compensated in a manner that was justified and consistent with the philosophy and targets established by the Committee.

that results in non-deductible amounts above the limits if it determines that such compensation is in CBIZ’s best interests. However, the Company intends to comply with the transition rule for written binding contracts in place as of November 2, 2017, to the extent applicable, as long as the Committee determines that to be in the Company’s best interest.

Accounting for Stock Based Compensation

Effective January 1, 2018, wethe Company adopted ASU No. 2017-09, “Compensation — Stock Compensation (Topic 718) — Scope of Modification Accounting.” The new standard clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Modification accounting is required if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. We typically do not change either the terms or conditions of share-based payment awards once they are granted; therefore, the adoption of this new guidance had no impact on our consolidated financial statements.

Beginning on January 1, 2006, the Company began accounting for any stock-based awards or payments under its 2014 Stock Incentive Plan and prior stock option plan (the “SIPs”) in accordance with the requirements of FASB ASC Topic 718. In March 2016, FASB issued ASU No. 2016-09, “Compensation — Stock Compensation (Topic 718) — Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which requires the tax effects related to share-based payments be recorded through the income statement and simplifies the accounting requirements for forfeitures and employers’ tax withholding requirements. ASU 2016-09 became effective for CBIZ on January 1, 2017.

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

The Compensation and Human Capital Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, recommended to the Board of Directors that it be included (or incorporated by reference as applicable) in the Company’s proxy statement.

COMPENSATION RISK ASSESSMENT

The Compensation and Human Capital Committee again conducted a full review of the compensation policies and practices of the Company in order to determine if these factors are reasonably likely to have a material adverse effect on the Company. It was the Committee’s conclusion, after careful consideration of all the information presented, that CBIZ’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

CBIZ has a policy that prohibits pledging or hedging of Company shares by officers or directors. CBIZ also has a stock retention policy recommending directors maintain stock valued at a multiple of three times the amount of their annual retainer, and recommending the CEO maintain stock valued at a multiple of five times his base salary. Other SMG members, including the remaining Named Executive Officers, are recommended to maintain between two and three multiples of base salary. New appointees to the Board and new members of the SMG are permitted variances from these standards provided they accumulate shares following their appointment.

Clawback Policy

In February 2018, the Compensation and Human Capital Committee and the Board adopted a recoupment policy for compensation paid to certain executive officers, including our NEOs. That policy applied throughout 2021.2022. The Company’s Board of Directors may, in appropriate circumstances following an assessment and recommendation by the Compensation and Human Capital Committee, require disgorgement of certain payments to an officer, including the Named Executive Officers identified in our proxy statements, where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of our financial statements filed with the SEC; and (2) the Compensation and Human Capital Committee determines the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement; and (3) a lower payment would have been made to the executive based upon the restated financial results.

In each such instance, following an assessment of the executive officer’s accountability for the loss and to the extent practicable and for the applicable look-back period, the Compensation and Human Capital Committee, in its discretion, may then recommend that the Board take such actions as it deems necessary or appropriate, in its discretion, to address the events that gave rise to the restatement, to prevent its recurrence, and to recoup appropriate amounts from the individual executive officer. Such actions may include, to the extent permitted by applicable law: (1) requiring the executive officer to repay some or all of any bonus or other incentive

all of the executive officer’s restricted stock, RSUs, PSUs or deferred stock awards and outstanding stock options; and/or (4) adjusting the executive officer’s future compensation; and/or (5) terminating or initiating legal action against the executive officer.

The Compensation and Human Capital Committee will continue to review this clawback policy and amend it as necessary, consistent with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, other applicable federal acts, and related regulations as statutes or regulations are adopted.adopted and become effective.

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Summary Compensation Table

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 20212022 annual total compensation of $5,052,401$4,882,383 as reflected in the Summary Compensation Table included in this proxy statement. We estimate that the annual total compensation for our median employee was $75,817$80,687 for 2021.2022. We determined our median employee by using 2021 2022 W-2 wages for all CBIZ employees other than our CEO. We selected December 31, 20212022, as the date upon which we would identify the median employee. Only seasonal and other workers with no 20212022 compensation were excluded from the calculation. Once we identified our median employee, we combined all elements of that employee’s compensation for 20212022 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 20212022 total annual compensation was approximately 66.660.5 times that of the annual total compensation for our median employee.

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