The CEO received total compensation of approximately $7.1 million in 2025, anchored by equity award grants valued at over $5.2 million — a large increase from roughly $3.1 million in equity grants in 2024 — while the company's stock fell 44% over three years against a peer group that was roughly flat, a gap of 38 percentage points that clearly triggers the policy's pay-for-performance misalignment rule. The annual bonus structure itself showed a disconnect: the revenue growth component (30% of the target bonus) paid out zero because CBIZ missed its revenue target, yet the overall bonus structure still resulted in meaningful cash payouts, and the equity grant value escalated substantially, rewarding executives with large stock awards at a time when shareholders have suffered significant losses. With variable/incentive pay running above benchmark levels (the proxy confirms CEO total comp at $7.1M versus a peer group median target of $9.1M, but equity grants alone nearly doubled year-over-year) while shareholders experienced severe underperformance, the incentive pay is not aligned with shareholder experience as required by the policy.

KPMG has served as CBIZ's auditor since 1996 — approximately 30 years — which exceeds the policy's 25-year tenure threshold that triggers an against vote due to independence and professional skepticism concerns; while the non-audit fee ratio is well within acceptable limits (audit-related fees of $48,300 represent only about 1.3% of audit fees), and no material restatements were identified, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure, such as disclosure of a concrete multi-year rotation plan or exceptional audit quality metrics beyond the standard annual review language, so the tenure trigger is not overcome.